UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
TECHNOLOGY RESEARCH CORPORATION
_______________________________
(Name of issuer as specified in its charter)
Florida 59-2095002
______________________ ___________________
(State or jurisdiction (I.R.S. Employer
of incorporation) Identification No.)
5250 140th Avenue North, Clearwater, Florida 34620
_________________________________________________________________
(Address of Principal Executive Offices) (Zip Code)
1993 INCENTIVE STOCK OPTION PLAN
________________________________
(Full Title of Plan)
Randy K. Sterns, Esq., 220 South Franklin Street, Tampa, Florida 33602
______________________________________________________________________
(Name and Address of Agent for Service)
(813) 224-9255
_______________________________________
(Telephone Number of Agent for Service)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Title of each Amount to be Proposed Proposed Amount of
class of registered maximum maximum registration
securities to be offering price aggregate fee
registered per Share offering price
<S> <C> <C> <C> <C>
common stock, 500,000 $1.81 $905,000 $307.70
$.17 par value
<FN>
The approximate date of the proposed sale of the securities offered hereby is
on or after September 5, 1995, and the registration fee is computed on the
basis of the Company's per share price at the close of business on September 5,
1995 in accordance with Rule 457(c) and (h).
</TABLE>
<PAGE>
PART I - INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
ITEM 1. Plan Information
ITEM 2. Registrant Information and Employee Plan Annual Information
PART II - INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. Incorporation of Documents by Reference.
The following documents have been filed by the Company with the
Securities and Exchange Commission and are incorporated herein by reference:
(a) The Company's Annual Report on Form 10-K for the period ending
March 31, 1995, filed pursuant to Section 13(a) of the Exchange
Act, and containing audited financial statements for that period;
and
(b) All other reports filed by the Company pursuant to Section 13(a)
of the Exchange Act since March 31, 1995.
All documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934 (the "Exchange
Act") prior to the filing of a post-effective amendment which indicates that
all securities offered pursuant to this registration statement have been sold
or which deregisters all securities then remaining unsold, shall be deemed to
be incorporated by reference herein and made a part hereof from the date of
filing of such documents.
Any statement contained in a document incorporated or deemed to be
incorporated by reference shall be deemed to be modified or superseded to the
extent that a statement contained in any other subsequently filed document
which also is or is deemed to be incorporated by reference herein modifies or
supersedes such prior statement. The documents required to be so modified or
superseded shall not be deemed to constitute a part of this Registration
Statement, except as so modified or superseded.
____________________
Information required by Part I to be contained in the Section 10(a)
prospectus is omitted from the registration statement in accordance with Rule
428 under the Securities Act of 1933 and the Note to Part I of Form S-8.
<PAGE>
ITEM 4. Description of Securities.
Item 9 of Part I of the Company's Registration Statement on Form S-1
(File No. 33-31967) hereby is incorporated by reference.
ITEM 5. Interests of Named Experts and Counsel.
N/A
ITEM 6. Indemnification of Directors and Officers.
Item 19 of Part II of the Company's Registration Statement on Form S-1
(File No. 33-31967) hereby is incorporated by reference.
ITEM 7. Exemption from Registration Claimed.
N/A
ITEM 8. Exhibits.
The following documents are made exhibits to this registration statement,
each being listed in accordance with the correspondingly numbered items of
Regulation S-K, Item 601:
4(a) 1993 Incentive Stock Option Plan.
4(c) Articles of Incorporation previously filed with and as a part of the
Company's Registration Statement on Form S-1, Registration No.
33-24647.
4(d) Bylaws of the Company previously filed with and as a part of the
Company's Registration Statement on Form S-1, Registration No.
33-24647.
5 Opinion of Counsel Regarding the Legality of the Shares of Common
Stock being Registered.
23(a) Consent of Counsel (included in Exhibit 5).
23(b) Consent of Independent Auditors.
24 Power of Attorney.
<PAGE>
ITEM 9. Undertakings.
A. Rule 415 Offering. 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
or distribution not previously disclosed in the Registration
Statement.
Provided, however, that paragraphs (l)(i) and (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 this 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. Filings Incorporating Subsequent Exchange Act Documents by Reference.
The undersigned Registrant hereby undertakes that for purposes of determining
any liability under the Securities Act 1933, each filing of the Registrant's
annual report pursuant to Section 13(a) or 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 this 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. Securities and Exchange Commission Position on Indemnification.
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.
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, on this 5 day of September, 1995.
TECHNOLOGY RESEARCH CORPORATION
Robert S. Wiggins
_______________________
Robert S. Wiggins
Chief Executive Officer
TECHNOLOGY RESEARCH CORPORATION
1993 INCENTIVE STOCK OPTION PLAN
1. Purpose
The purpose of this 1993 Incentive Stock Option Plan (the "Plan") is
to promote the interests of TECHNOLOGY RESEARCH CORPORATION, a Florida
corporation (the "Company"), its shareholders and key employees by providing
such employees of the Company with an opportunity to acquire shares of its
authorized common stock and thereby develop a stronger incentive to put
forth maximum effort for the continued success and growth of the Company. It
is intended that each option granted under the Plan shall constitute an
"incentive stock option" within the meaning of that term as contained in
Section 422 of the Internal Revenue Code of 1986, as amended (the "Code"),
or in any amendment thereto.
2. Administration
(a) Administration by Compensation Committee:
The Plan shall be administered by the Compensation Committee (the
"Committee") of the Board of Directors of the Company (the "Board"), as such
Committee may be constituted from time to time by the Board. The Committee
shall consist of at least two members of the Board, each of whom shall serve
at the pleasure of the Board, qualify as a "disinterested person" within the
meaning of Rule 16b-3 of the Securities Exchange Act of 1934 (the "Exchange
Act") and may be removed from the Committee by the Board at any time, with
or without cause or notice. Any member of the Committee may resign by giving
written notice to the Chairman of the Board no fewer than 15 days prior to
the effective date of such resignation. Upon the death, resignation or
removal of any member of the Committee, the remaining members shall
constitute the entire Committee until such time as the Board shall choose to
appoint and seat a successor to such member. Notwithstanding anything in
this Plan to the contrary, no member of the Committee shall during his
period of appointment or within one year prior to such appointment be
eligible for participation under the Plan or under any other plan of the
Company which would entitle him to acquire shares of its authorized capital
stock, options to acquire such stock or appreciation rights related to the
value thereof.
(b) Procedural Guidelines:
The Committee shall act by agreement of a majority of its entire
membership, either by vote taken at a duly convened meeting (which may
include a meeting conducted by way of conference telephone call) or by
written direction executed by all members of the Committee. In the event of
a deadlock or other situation which prevents agreement by a majority of the
Committee members, the unresolved matter shall be decided by action of the
Board.
(c) Powers and Duties:
The Committee shall have the power and duty to do all things necessary
or convenient to effect the intent and purpose of the Plan not inconsistent
with any of the provisions hereof, whether or not such powers and duties are
specifically set forth herein, and not in limitation but in amplification
the foregoing, shall have the power and/or obligation to:
<PAGE>
(1) provide rules and regulations for the administration of the Plan
and the conduct of the Committee's affairs, and from time to time, as
appropriate, to amend or supplement such rules and regulations;
(2) construe all aspects of the Plan, decide all questions of
eligibility for participation therein, and determine the amount of stock to
be issued upon exercise of a particular option (in accordance with the
provisions of Section 5. Below), which determinations, as long as made in
good faith, shall be final and conclusive on all persons interested in the
Plan;
(3) correct any defect, supply any omission or reconcile any
inconsistency in the Plan of a procedural nature in such manner and to such
extent as it shall deem advisable to maintain the Plan in the manner
intended; but it shall have no power to add to, subtract from or modify any
of the substantive terms of the Plan, change or add to any benefits provided
hereby, or waive or fail to apply any requirements existing as a condition
precedent to the actual award of such benefits;
(4) appoint or employ such advisors, agents or representatives as it
shall reasonably deem advisable in connection with its proper administration
of the Plan, who may but need not be participants, and to rely upon their
written opinions, certificates or advice;
(5) to determine the key employees to whom awards hereunder shall be
granted;
(6) to determine the times or time at which such awards shall be
granted; and
(7) to determine the limitations, restrictions and conditions
applicable to any such award.
In making such determinations, the Committee may take into account the
nature of the services rendered by such employees, or classes of employees,
their present and potential contribution to the Company's success and such
other factors as the Board in its discretion shall deem relevant.
(d) Compensation and Expenses:
The members of the Committee shall receive no special compensation as a
result of the rendition of their services to the Plan, but shall be entitled
to receive reimbursement for any reasonable expenses actually incurred in
administering the Plan, as long as the same are substantiated in such manner
as the Board may require. All such expenses as authorized by the Board shall
be paid by the Company.
(e) Information Furnished to Committee:
The Company shall furnish to the Committee in writing such information
as the Committee may request in the exercise of its powers and duties in the
administration of the Plan, which information may include, but shall not be
limited to, the name of each employee of the Company and his or her date of
birth, employment, and, if known, probable termination of service.
<PAGE>
3. Eligibility
The persons eligible to receive options under the Plan shall be such
key employees of the Company as the Committee may select, expressly
including officers, whether or not they are directors. Multiple options may
be granted to an individual, but only on the terms and subject to the
restrictions hereinafter set forth.
4. Shares Subject to Plan: Shareholder Approval
(a) Shares Reserved Under the Plan.
The Shares which may be issued and delivered upon exercise of options
granted under the Plan shall be shares of the Company's authorized but
unissued or issued and reacquired common stock, par value $.17 per share
(the "Shares"). The aggregate number of Shares which may be issued on
exercise of all options granted under the Plan shall not exceed 500,000. If
any option outstanding under the Plan expires or terminates before being
completely exercised, the Shares subject to the unexercised portion of such
option may again be made subject to options subsequently granted under the
Plan.
Appropriate adjustments in the number of Shares available under the
Plan and in the option price per Share shall be made by the Committee to
give effect to adjustments made in the number of Shares as the result of any
merger, consolidation, recapitalization, reclassification, combination,
stock dividend, stock split or other relevant change in the capital
structure of the Company.
A liquidation or dissolution of the Company shall cause each
outstanding option to terminate. A merger or consolidation in which the
Company is not the surviving corporation shall cause a similar termination
unless the option shall instead be converted into an option to acquire a
commensurate number of shares of the authorized capital stock of the entity
into which the Company is merged or with which it is consolidated. If such a
termination is to be effected, each optionholder shall have the right at a time
designated by the Committee prior to such liquidation, dissolution, merger or
consolidation to fully exercise his or her option.
(b) Shareholder Approval.
The Plan shall become effective only if approved by the affirmative
vote, in person or by proxy, of the holders of a majority of the Shares
present and entitled to vote at a meeting held to take action thereon at
which a quorum is present.
5. Terms and Conditions of Options
Options may be granted under the Plan in such numbers, at such prices
and on such terms and conditions as the Committee shall determine, provided
that such options shall comply with and be subject to the following terms
and conditions:
(a) Annual Grant Limitation.
No employee shall be granted an option in any calendar year to the
extent that the aggregate fair market value of Shares made subject to such
option (determined as of the time such option is granted) which are
<PAGE>
exercisable for the first time by a key employee during any one calendar
year shall not exceed the sum of $100,000.
(b) Option Agreement.
All options granted under the Plan shall be evidenced by a written
option agreement stating the number of shares capable of being purchased
upon its exercise and otherwise in such form as the Committee may
periodically approve and containing such terms and conditions, including the
period of exercise and whether in installments or otherwise, as shall be
contained therein, which need not be the same for all options.
(c) Date of Grant.
The date on which an option grant is approved by the Committee or the
date on which the option holder commences employment with the Company,
whichever is later, shall be considered the date on which such option is
granted (the "Date of Grant"), and shall be reflected in the option
agreement. All options under this Plan shall be granted within 10 years of
the date this Plan is adopted or the date this Plan is approved by
shareholders of the Company, whichever is later. No options shall be granted
pursuant to this Plan after December 22, 2002.
(d) Option Price.
Each option agreement shall state the purchase price of each Share
capable of being acquired upon exercise of the option, which price shall be
determined by the Committee with respect to each option granted but shall
not be less than ONE HUNDRED PERCENT (100%) of the fair market value of each
such Share on the Date of Grant (or, in the case of any optionholder owning
more than ten percent of the voting power of all classes of stock of the
Company, not less than ONE HUNDRED AND TEN PERCENT (110%) of the fair market
value of the Shares subject to the option. During such time that a public
market has been established for the Shares, fair market value shall be
deemed to be the closing price of the Shares, as published by any national
securities exchange on which the Shares are traded, on the applicable Date
of Grant, or the mean between the published bid and asked prices on such
date if such Shares are not listed with any such exchange. In the event that
Share prices are not published for the Date of Grant, such value shall be
determined by calculating the weighted average of the closing prices or the
mean between such bid and asked prices, as applicable, on the nearest
trading dates occurring before and after the valuation date, in accordance
with such rules as may be established by the Committee.
(e) Option Exercise.
Unless otherwise provided in the option agreement, each option may be
exercised in whole or in part at any time and from time to time during its
specified term. Notwithstanding the preceding sentence and subject further
to the provisions of section 4 above and subsection (h) below, each option
granted under the Plan shall be initially exercisable only after the expiration
of a twelve (12) month period measured from the Date of Grant.
(f) Mechanics of Exercise.
A person entitled to exercise any portion of an option granted under
the Plan may exercise the same at anytime, either in whole or in part, by
delivering written notice of exercise to the office of the Secretary of the
<PAGE>
Company or to such other location as may be designated by the Committee,
specifying therein the number of Shares with respect to which the option is
being exercised, which notice shall be accompanied by payment in full of the
purchase price of the Shares being acquired. Payment may be made wholly or
partly in cash or in shares of the Company's issued and outstanding common
stock, par value $.17 per share, already owned by the optionholder or by
authorizing the Company to retain a sufficient number of Shares which would
otherwise be issuable upon exercise of the option (valued for purposes of
such payment as of the second business day preceding the date of exercise
and otherwise in the manner contemplated in subsection (d) above. Subject to
the optionholder's compliance with Section 16(b) of the Exchange Act, the
Committee may also permit the holder to simultaneously exercise an option
and sell the Shares thereby acquired pursuant to a "cashless exercise"
arrangement and accept payment from a broker-dealer selected by and approved
of in all respects by the Committee, and use the proceeds from such sale as
payment of the exercise price of such options. No Shares shall be issued
until full payment therefore has been made in the manner set forth above or
in any combination of the methods set forth above, in each case to the
extent approved by the Committee. If any adjustment contemplated by section 4
been effected so as to establish a right by an optionholder to acquire a
fractional share, such fraction shall be rounded upward to the next whole
number.
(g) Expiration of Option.
Each option granted under the Plan shall expire and all rights to
purchase Shares thereunder shall cease ten years after the Date of Grant or
on such prior date as may be fixed by the Committee and specified in the
subject option agreement; provided that any option granted to a key employee
owing more than ten percent of the voting power of all classes of stock of
the Company shall similarly expire five years after the Date of Grant.
(h) Transferability and Termination of Option.
Unless otherwise provided as set forth below, each incentive stock
option shall expire on the tenth anniversary of the Date of Grant thereof or
the expiration date set forth in the applicable option agreement, whichever
occurs first. Each option granted hereunder may be exercised only by the
individual to whom it is issued and only during the period of his or her
employment with the Company or within the ninety (90) day period following
his or her termination of such service for any reason other than death or
disability. If an optionholder dies before fully exercising any portion of
an option then exercisable, or terminates his employment by reason of a
"disability", as that term is defined in Section 4221(c)(6) of the Code, the
option may be exercised at any time within the, twelve(12) month period
following either event, but only with respect to the Shares which could be
purchased by the holder at the time of death.
(i) Investment Purpose.
Unless the Committee chooses to register or qualify the Shares under
the Securities act of 1933, as amended (the "Act"), pursuant to the
provisions set forth in Section 8 below, each option is granted on the
express condition that the purchase of Shares upon an exercise thereof shall
be made for investment purposes only and not with a view to their resale or
further distribution unless such Shares, at the time of their issuance and
delivery, are registered under the Securities Act, or, alternatively, at
some time following such issuance their resale is determined by counsel for
<PAGE>
the Company to be exempt from the registration requirements of the Act and
of any other applicable law, regulation or ruling. Any Shares so registered
shall be promptly listed with each securities exchange through which any
class of the Company's capital stock or other securities are traded.
6. Effective Date and Term of Plan
Subject to the prospective approval of the Plan by affirmative vote of
the holders of a majority of the shares of the Company's voting stock
represented in person or by proxy at the Annual Meeting of Shareholders to
be conducted on or about August 25, 1993, the effective date of the Plan
shall be December 22, 1992, and it shall remain in existence for a period of
ten (10) years. No option may be granted hereunder subsequent to the
expiration date of the Plan, but options then outstanding shall be
exercisable in accordance with the terms hereof.
7. Amendment and Discontinuance of Plan
The Board may at any time amend, suspend or discontinue the Plan in
such respects as the Board may deem advisable to ensure that any and all
option awards conform to or otherwise reflect any change in applicable laws
or regulations, or to permit the Company or the optionholder to benefit from
any change in applicable laws or regulations, or in any other respect that
the Board may deem to be in the best interests of the Company; provided that
no amendment shall, without the consent of each affected optionholder, alter
or impair the terms of any option previously granted under the Plan, nor,
without further approval of the shareholders of the Company:
(a) materially modify the class of employees eligible to receive
options;
(b) except as provided in section 4 hereof, increase the total number
of Shares which maybe made subject to options granted under the Plan;
(c) change the minimum exercise price of an option;
(d) extend the maximum period during which options may be exercised;
(e) extend the termination date of the Plan; or
(f) make any change that would disqualify the Plan from the exemption
provided by Rule 16b-3, promulgated under the Securities Exchange Act of
1934, as amended (the "Exchange Act"), or any successor regulation thereto,
or that would disallow the benefits provided under Section 422 of the Code
for incentive stock options.
8. Miscellaneous Provisions.
(a) Tax Withholdings
The Company shall have the right to deduct from any payment or
settlement under the Plan, including, without limitation, the exercise of
any stock option, or the delivery of any Shares, any federal, state, local
or other taxes of any kind which the Committee, in its sole discretion,
deems necessary to be withheld to comply with the Code and/or any other
applicable law, rule or regulation. In addition, in the event that the
optionholder disposes of any Shares within the two year period following the
grant, or within the one year period following exercise of an incentive
<PAGE>
stock option (each a "Disqualifying Disposition"), the Company shall have
the right to require the optionholder to remit to the Company an amount
sufficient to satisfy all federal, state, and local withholding tax
requirements as a condition to registering the transfer of such Shares on its
books. If the Committee, in its sole discretion, permits Shares of the
Company's common stock to be used to satisfy any such tax withholding, such
Shares shall be valued based on the fair market value of such Shares as of the
date the tax withholding is required to be made, as determined by the
Committee.
Each option agreement may provide that (i) the number of Shares issuable
with respect to such option may be reduced by the amount necessary to satisfy
any required tax obligation; and (ii) that payment be made by cash; (iii)
delivery to the Company of previously owned Shares (for which the holder has
good, marketable title, free of all liens and encumbrances); or (iv)
authorizing the Company to withhold from the Shares otherwise issuable to the
holder pursuant to an option grant a number of Shares sufficient in amount to
satisfy any required tax obligation. In the event that an optionholder is
subject to the provisions of Section 16 of the Exchange Act, the Committee may
require that the method of satisfying such an obligation shall be in compliance
with Section 16 and any regulations and rules promulgated thereunder.
(b) No Right to Employment.
Neither the adoption of the Plan, the granting of any option, nor the
execution of any option agreement, shall confer upon any employee of the
Company any right to continued employment with the Company, as the case may be,
nor shall it interfere in any way with the right, if any, of the Company to
terminate the employment of any employee at any time for any reason.
(c) Unfunded Plan.
The Plan shall be unfunded and the Company shall not be required to
segregate any assets in connection with any options awarded under the Plan. Any
liability of the Company to any person with respect to any options awarded
under the Plan shall be based solely upon the contractual obligations that may
be created as a result of the Plan or any such award or agreement. No such
obligation of the Company shall be deemed to be secured by any pledge of,
encumbrance on, or other interest in, any property or asset of the Company.
Nothing contained in the Plan or any option agreement shall be construed as
creating in respect of any participant (or beneficiary thereof or any other
person) any equity or other interest of any kind in any assets of the Company
or creating a trust of any kind or a fiduciary relationship of any kind between
the Company, and/or any such Participant, any beneficiary or any other person.
(d) Fringe Benefit and Compensation Programs.
Payments and other benefits received by a Participant under an option
agreement made pursuant to the Plan shall not be deemed a part of a
optionholder's compensation for purposes of the determination of benefits under
any other employee welfare or benefit plans or arrangements, if any, provided
by the Company unless expressly provided in such other plans or arrangements,
or except where the Committee expressly determines in writing that inclusion of
any option or portion of an option should be included to accurately reflect
competitive compensation practices or to recognize that any option has been
made in lieu of a portion of a competitive annual base salary or other cash
compensation. Options granted under the Plan may be made in addition to, in
combination with, or as alternatives to, grants, awards or payments under any
<PAGE>
other plans or arrangements of the Company. The existence of the Plan
notwithstanding, the Company may adopt such other compensation plans or
programs and additional compensation arrangements as it deems necessary to
attract, retain and motivate its employees.
(e) Registration and Other Legal Compliance.
No Shares shall be issued under the Plan unless legal counsel of the
Company shall be satisfied that such issuance will be in compliance with all
applicable federal and state securities laws and regulations and any other
applicable laws or regulations. The Committee may require, as a condition of
any payment or share issuance, that certain agreements, undertakings,
representations, certificates and/or information, as the Committee may deem
necessary or advisable, be executed or provided to the Company to assure
compliance with all such applicable laws or regulations. Any certificate for
Shares delivered under the Plan may be subject to such stock-transfer orders
and such other restrictions as the Committee may deem advisable under the
rules, regulations, or other requirements of the Securities and Exchange
Commission, any stock exchange upon which the Shares are then listed, and any
applicable federal or state securities law. The Committee may cause a legend or
legends to be put on any such share certificates to make appropriate reference
to such restrictions.
If at any time and from time to time the Committee determines, in its sole
discretion, that the listing, registration or qualification of any option, or
any Shares or property covered by or subject to such option, upon any
securities exchange or under any foreign, federal, state or local securities or
other law, rule or regulation is necessary or desirable as a condition to or in
connection with the granting or such option or the issuance or delivery of
Shares or otherwise, no such award may be exercised, or paid in Shares or other
property, unless such listing, registration or qualification shall have been
effected free of any conditions that are not acceptable to the Committee.
(f) Registration of Shares.
The Committee may determine, in its sole discretion, that the registration
or qualification under any federal or state law of any Shares to be granted
pursuant to the Plan (whether to permit the grant of stock options or the
resale or other disposition of any such Shares by or on behalf of the key
employees receiving such Shares) may be necessary or desirable and, in any such
event, if the Committee so determines, delivery of the certificates of the
Shares shall not be made until such registration or qualification shall have
been completed. In that connection, the Company agrees that it will use its
best efforts to effect such registration or qualification when it deems such
action to be in the best interests of the Company, provided, however, that the
Company shall not be required to use its best efforts to effect such
registration under the Securities Act, as amended, other than to file a Form
S-8, as presently in effect, or other such forms as may be in effect from time
to time.
(g) Compliance with the Exchange Act.
All transactions under this Plan that involve persons subject to Section
16 of the Exchange Act are intended to comply with all applicable conditions of
Rule 16b-3 or its successors under the Exchange Act. To the extent any
provision of the Plan or action by the Committee fails to so comply, it shall
be deemed null and void to the extent permitted by law and deemed advisable by
the Committee.
<PAGE>
(h) Designation of Beneficiary
Each optionholder to whom an award has been made under the Plan may
designate a beneficiary or beneficiaries to exercise any rights under the terms
of the Plan and the relevant Option Agreement may remain exercisable for a
period of twelve (12) months after the optionholder's death. At any time, and
from time to time, any such designation, change or modification must be on a
form provided for that purpose by the Committee and shall not be effective
until received by the Committee. If no beneficiary has been designated by a
deceased optionholder, or if the designated beneficiaries have predeceased the
optionholder, the beneficiary shall be the optionholder's estate.
(i) Leaves of Absence/Transfers.
The Committee shall have the power to promulgate rules and regulations and
to make determinations, as it deems appropriate, under the Plan in respect of
any leave of absence from the Company granted to an optionholder. Without
limiting the generality of the foregoing, the Committee may determine whether
any such leave of absence shall be treated as if the optionholder has
terminated employment with the Company.
(j) No Assignment of Benefits.
No option grant or other benefit payable under this Plan shall, except as
otherwise specifically provided by this Plan or by law, be transferable in any
manner other than by will or the laws of descent and distribution, and any
attempt to transfer any such benefit shall be void. All benefits payable under
this Plan shall not in any manner be subject to the debts, contracts,
liabilities, engagements, or torts of any person who shall be entitled to such
benefit, nor shall it be subject to attachment or legal process for or against
such person.
(k) Notice of Disqualifying Dispositions
If an optionholder engages in a Disqualifying Disposition with respect to
any Shares purchased pursuant to the exercise of an incentive stock option
(i.e., sale within one year after exercise of an option or two years after the
date of grant), the optionholder shall be required to notify the Company of the
date of disposition of such Shares, the number of Shares sold and the
consideration, if any, received so as to enable the Company to claim the
benefit of any tax deduction for compensation that is available under the Code.
(l) Modification, Extension, Renewal and Reload of Stock Options.
Subject to the terms and conditions within the Plan, the Committee may
modify, extend, or renew outstanding options granted under the Plan, accept the
exchange of outstanding options, or if permitted in the Option Agreement, grant
a reload stock option to purchase that number of Shares delivered to the
Company in partial or full payment of the exercise price of an option;
provided, however, (I) that any modified, renewed, extended or reload option is
granted with an exercise price that reflects the current fair market value of
such Shares; (ii) any renewal, extension, or reload of a stock option does not
cause the Plan to lose its exemption under Rule 16b-3 of the Exchange Act, as
may be amended from time to time; and (iii) any renewal, extension,
cancellation, exchange or grant of a reload option does not cause the
optionholder to violate the provisions of Section 16(b) of the Exchange Act.
<PAGE>
(m) Notices.
Every direction, revocation or notice authorized or required by the Plan
shall be deemed delivered to the Company (i) on the date it is personally
delivered to the Secretary of the Company at its principal executive offices or
(ii) three business days after it is sent by registered or certified mail,
postage prepaid, addressed to the Secretary at such offices, and shall be
deemed delivered to an optionee (i) on the date it is personally delivered to
him or her or (ii) three business days after it is sent by registered or
certified mail, postage prepaid, addressed to him or her at the last address
shown for him or her on the records of the Company.
(n) Governing Law.
The Plan and all actions taken thereunder shall be governed by and
construed in accordance with the laws of the State of Florida, without regard
to principles of conflict of laws. Any titles and headings herein are for
reference purposes only, and shall in no way limit, define or otherwise affect
the meaning, construction or interpretation of any provisions of the Plan.
Technology Research Corporation
By: Robert S. Wiggins
___________________
Robert S. Wiggins,
Chairman of the Board
BUSH ROSS GARDNER WARREN & RUDY, P.A.
ATTORNEYS AT LAW
220 SOUTH FRANKLIN STREET
TAMPA, FLORIDA 33602
(813) 224-9255
September 5, 1995
Technology Research Corporation
5250 140th Avenue, North
Clearwater, Florida 34620
Re: Registration Statement on Form S-8
Our File No. TERG-14
Gentlemen:
As general counsel to Technology Research Corporation (the "Company"), we
are familiar with that certain registration statement dated September 5, 1995,
filed by the Company with the Securities and Exchange Commission (the
"Commission") under the Securities Act of 1933 (the "Registration Statement"),
relating to the issuance of up to 500,000 shares of its common capital stock,
par value $.17 per share, to be offered to the holders of options heretofore
and hereafter granted by the Company under the "Technology Research Corporation
Incentive Stock Option Plan," adopted on August 23, 1993; from time to time as
such options are properly exercised.
We have reviewed the Company's Articles of Incorporation, as amended, its
current bylaws, various written actions and resolutions adopted by the
Company's Board of Directors and such other Company records, as well as such
documents and certificates of public officials and others, as we have deemed
necessary to render the opinion hereinafter expressed.
Based upon the foregoing, and having regard for such legal
considerations as we deem relevant, we are of the opinion that:
1. Incorporation: The Company has been duly incorporated and is validly
existing under the laws of Florida.
2. Authorization and Issuance: The Shares, being registered by means of
the Registration Statement, are duly authorized and, when issued, will be
legally issued, fully paid and nonassessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement on Form S-8 being filed by the Company under the
Securities Act of 1933, as amended, in anticipation of the issuance of shares
of its common stock under the Plans.
Very truly yours,
BUSH ROSS GARDNER WARREN
& RUDY, P.A.
By: Randy K. Sterns
_______________
Randy K. Sterns
See Exhibit 5
The Board of Directors and Stockholders
Technology Research Corporation
We consent to the use of our reports incorporated herein by reference.
KPMG Peat Marwick LLP
_____________________
KPMG Peat Marwick LLP
St. Petersburg, Florida
September 5, 1995
SECRETARY'S CERTIFICATE
The undersigned hereby certifies that he is the duly elected Secretary of
TECHNOLOGY RESEARCH CORPORATION, a Florida corporation, and the attached is
a true and correct copy of certain resolutions adopted by the Board of
Directors at a meeting duly held on the 23rd day of August, 1995, of which a
quorum was present.
IN WITNESS WHEREOF, I have affixed my name as Secretary the 23rd day of
August, 1995.
Robert S. Wiggins
_________________
Secretary
POWER OF ATTORNEY
_________________
Each of the undersigned directors of TECHNOLOGY RESEARCH CORPORATION, a
Florida corporation (the "Company"), in the capacity indicated beside his
signature, hereby constitutes and appoints ROBERT S. WIGGINS and RANDY K.
STERNS, and each of them (with full power to each to act alone) his true and
lawful attorney-in-fact and agent, for him and on his behalf and in his name,
place and stead, to sign, execute and affix his name, signature and seal to and
file with the United States Securities and Exchange Commission the Company's
Registration Statement on Form S-8 (File No. 33-32678) covering up to 1,000,000
shares of the Company's common stock which have previously been authorized and
reserved for issuance under the 1993 Amended and Restated Non-Qualified Stock
Option Plan, and 500,000 shares of the Company's common stock which previously
have been authorized and reserved for issuance under the Company's Incentive
Stock Option Plan.
Each of the undersigned officers and directors of the Company grants to
said attorneys and each of them full power and authority to do and perform each
and every act and thing necessary to be done in order to effectuate such
registration as fully to all intents and purposes as he might do personally;
ratifies and confirms all that said attorneys, or any of them, may lawfully do
or cause to be done by virtue hereof, expressly including such attorney's
certification that, to the best of each of the undersigned's knowledge and
belief, the Company meets all of the requirements for filing the above
described Registration Statement on Form S-8; and grants to said attorneys and
each of them the power and authority to prepare, execute on his behalf as
necessary and file with the Securities and Exchange Commission or other
authority any and all post-effective or other amendments to such registration
statement, as initially filed or thereafter amended, all exhibits to such
registration statement or such amendments thereto, and any and all agreements,
documents and other instruments relating to any aspect of the registration
process which may be necessary or convenient to be filed with any of the
administrative or regulatory agency or authority.
IN WITNESS WHEREOF, each of the undersigned officer and directors have
hereunto executed this Power of Attorney on the dates indicated below.
Signatures Capacity Date
Raymond H. Legatti Director August 23, 1995
_____________________
Raymond H. Legatti
Raymond B. Wood Director August 23, 1995
_____________________
Raymond B. Wood
Robert S. Wiggins Director August 23, 1995
_____________________
Robert S. Wiggins
Jerry T. Kendall Director August 23, 1995
_____________________
Jerry T. Kendall
Edmund F. Murphy, Jr. Director August 23, 1995
_____________________
Edmund F. Murphy, Jr.
