Registration
Number 333-
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
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)
Common Stock, 750,000 shares $19.1875 $14,390,625 $4963.00
<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 750,000 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") on August 9, 1996.
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
<PAGE>
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 69,672
shares of the Company's Common Stock, 17,212 of which shares he disclaims
beneficial ownership. In addition, Mr. Medaglia holds non-qualified options to
purchase an aggregate of 61,875 shares of the Company's Common Stock.
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.
<PAGE>
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
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>
23 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.
(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
<PAGE>
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 August 12, 1996.
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 August 12, 1996
- ------------------------------ Chairman of The Board
Samuel Altschuler of Directors and
President (principal
executive officer)
/s/ Burton Doo August 12, 1996
- -------------------------------- Executive Vice
Burton Doo President and Director
/s/ Peter D. Brennan August 12, 1996
- ------------------------------ Vice President, Chief
Peter D. Brennan Financial Officer and
Treasurer (principal
financial and accounting
officer)
/s/ Anthony J. Medaglia, Jr. Director August 12, 1996
- ----------------------------
Anthony J. Medaglia, Jr.
/s/ Daniel A. Cronin, Jr. Director August 12, 1996
- ------------------------------
Daniel A. Cronin, Jr.
/s/ Thomas M. Claflin, II Director August 12, 1996
- -----------------------------
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 1, 1996, included in Altron Incorporated's Form 10-K for the year ended
December 30, 1995 and to all references to our Firm included in this
Registration Statement.
/s/ Arthur Andersen LLP
Arthur Andersen LLP
Boston, Massachusetts
August 13, 1996
<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
EXHIBITS
to
FORM S-8
REGISTRATION STATEMENT
under
THE SECURITIES ACT OF 1933
ALTRON INCORPORATED
(Exact name of registrant as specified in its charter)
<PAGE>
ALTRON INCORPORATED
1991 STOCK OPTION PLAN
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
2,500,000 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.
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
<PAGE>
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 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
<PAGE>
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 "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. 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. Each option shall
be evidenced by an option agreement (the "Agreement") duly executed on behalf
<PAGE>
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 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.
<PAGE>
(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 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
<PAGE>
(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. 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
<PAGE>
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 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 transfer, except as herein provided, including, without
limitation, any purported assignment, whether voluntary or by operation of law,
pledge, hypothecation or other
<PAGE>
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.
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
<PAGE>
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
(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.
<PAGE>
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 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
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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. 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. 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
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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.
Adopted by the Board of Directors: June 20, 1991
Approved by the Stockholders: May 16, 1996
Exhibit 5
August 13, 1996
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, and amendment to, the Company's 1991
Stock Option 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 that 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 as a
corporation under the laws of the Commonwealth of Massachusetts.
2. The Company has duly authorized the issuance of 40,000,000
shares of Common Stock, $0.05 par value ("Common Stock") and
1,000,000 shares of Preferred Stock, $100.00 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 nonassessable shares of capital stock of the Company
to which no personal liability will attach.
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Altron Incorporated
August 13, 1996
Page 2
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement on Form S-8 and to 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
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 1, 1996, included in Altron Incorporated's Form 10-K for the year ended
December 30, 1995 and to all references to our Firm included in this
Registration Statement.
/s/ Arthur Andersen LLP
Arthur Andersen LLP
Boston, Massachusetts
August 13, 1996
