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
1992 Stock Option Plan
for Non-Employee Directors
(Full title of the Plan)
Anthony J. Medaglia, Jr., Esquire
Hutchins, Wheeler & Dittmar
A Professional Corporation
101 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, 33,750 shares $1.83 $61,762.50 $21.30
par value
$.05 per share 33,750 shares $28.75 $970,312.50 $334.59
67,500 shares $356.00 Total
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(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 33,750 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") March 1, 1996; and with respect to the
remaining 33,750 shares registered on the basis of the price at which
options may be exercised.
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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 41,460
shares of the Company's Common Stock. In addition, Mr. Medaglia holds
non-qualified options to purchase an aggregate of 38,500 shares of the Company's
Common Stock.
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Item 6. Indemnification of Directors and Officers
Section 67 of Chapter 156B of the General Laws of the Commonwealth of
Massachusetts provides as follows:
"Section 67. Indemnification of directors, officers, employees and
other agents of a corporation, and persons who serve at its request as
directors, officers, employees or other agents of another organization, or who
serve at its request in any capacity with respect to any employee benefit plan,
may be provided by it to whatever extent shall be specified in or authorized by
(i) the articles of organization or (ii) a by-law adopted by the stockholders or
(iii) a vote adopted by the holders of a majority of the shares of stock
entitled to vote on the election of directors. Except as the articles of
organization or by-laws otherwise require, indemnification of any persons
referred to in the preceding sentence who are not directors of the corporation
may be provided by it to the extent authorized by the directors. Such
indemnification may include payment by the corporation of expenses incurred in
defending a civil or criminal action or proceeding in advance of the final
disposition of such action or proceeding, upon receipt of an undertaking by the
person indemnified to repay such payment if he shall be adjudicated to be not
entitled to indemnification under this section which undertaking may be accepted
without reference to the financial ability of such person to make repayment. Any
such indemnification may be provided although the person to be indemnified is no
longer an officer, director, employee or agent of the corporation or of such
other organization or no longer serves with respect to any such employee benefit
plan.
No indemnification shall be provided for any person with respect to any
matter as to which he shall have been adjudicated in any proceeding not to have
acted in good faith in the reasonable belief that his action was in the best
interest of the corporation or to the extent that such matter relates to service
with respect to an employee benefit plan, in the best interests of the
participants or beneficiaries of such employee benefit plan.
The absence of any express provision for indemnification shall not
limit any right of indemnification existing independently of this section.
A corporation shall have power to purchase and maintain insurance on
behalf of any person who is or was a director, officer, employee or other agent
of the corporation, or is or was serving at the request of the corporation as a
director, officer, employee or other agent of another organization or with
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:
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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.
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.
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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 1992 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.
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:
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(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)(1)(i) and (a)(1)(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 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.
<PAGE>
(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.
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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 March 4, 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 Chairman of the Board March 4, 1996
- --------------------
Samuel Altschuler of Directors and
President (principal
executive officer)
/s/Burton Doo Executive Vice March 4, 1996
Burton Doo President and Director
/s/Peter D. Brennan Vice President, Chief March 4, 1996
- -------------------
Peter D. Brennan Financial Officer and
Treasurer (principal
financial and accounting
officer)
/s/Anthony J. Medaglia, Jr. Director March 4, 1996
- ---------------------------
Anthony J. Medaglia, Jr.
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/s/Daniel A. Cronin, Jr. Director March 4, 1996
- ------------------------
Daniel A. Cronin, Jr.
/s/Thomas M. Claflin, II Director March 4, 1996
- ------------------------
Thomas M. Claflin, II
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CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As Independent Public Accountants, we hereby consent to the
incorporation by reference in this Registration Statement on Form S-8 of our
report dated March 2, 1995, included in Altron Incorporated's Form 10-K for the
year ended December 31, 1994 and to all references to our Firm included in this
Registration Statement.
Arthur Andersen LLP
Boston, Massachusetts
March 4, 1996
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Exhibit 4A
ALTRON INCORPORATED
1992 STOCK OPTION PLAN
FOR NON-EMPLOYEE DIRECTORS
1. PURPOSE
The purpose of this Altron Incorporated 1992 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 67,500 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 and who are not
otherwise employees of Altron or any subsidiary, and, upon their election to the
Board of Directors 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 5,000 Shares
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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 stockholder 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 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 an option granted 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(c), 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 on the date of grant in the Wall Street Journal 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
<PAGE>
shall be determined in good faith by the Board, 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 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 eighteen month anniversary date of the date of
grant. Thereafter, the options shall be exercisable as follows:
Percentage of
Shares Becoming Cumulative
Available for Percentage
Exercise Available
On or After Eighteen Month
Anniversary Date and Before
Second Anniversary Date 50% 50%
On or After Second Anniversary
Date 50% 100%
(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, 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 be in cash or in whole or in part in
<PAGE>
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 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.
<PAGE>
(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 right to exercise the option has accrued and is
in effect. Such option may be exercised at any time within one (1) month 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) of the Plan. In the case of disability, the option may be
exercised, to the extent then exercisable under Section 6 hereof, 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 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
<PAGE>
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 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:
<PAGE>
(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.
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
<PAGE>
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 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
<PAGE>
The Plan shall be subject to approval by the 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, or by written consent of all of the
stockholders, and shall take effect immediately as of its date of adoption upon
such approval.
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
ten (10) 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
<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 theretofore 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 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
<PAGE>
disinterested persons, that provisions 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.
<PAGE>
Exhibit 5
March 4, 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 the Company's 1992 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, Bylaws, 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 under the laws of the
Commonwealth of Massachusetts.
2. The Company has duly authorized the issuance of 30,000,000 shares of Common
Stock, $0.05 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
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shares will be validly issued, fully paid and nonassessable shares of
capital stock of the Company to which no personal liability will attach.
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,
Hutchins, Wheeler & Dittmar,
A Professional Corporation
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