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 AMENDED AND RESTATED
NON-QUALIFIED 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, 200,000 $1.81 $362,000 $123.08
$.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.
In accordance with the Notes to General Instructions of Form S-8, the
Company hereby incorporates its Form S-8 Registration Statement(File No.
33-32678), together with Exhibits as part of this Registration Statement.
____________________
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-8
(File No. 33-32678) 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 Amended and Restated Non-Qualified 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 AMENDED AND RESTATED
NON-QUALIFIED STOCK OPTION PLAN
1. Purpose.
It is the belief of the Board of Directors of TECHNOLOGY RESEARCH
CORPORATION, a Florida corporation with administrative offices located at 5250-
140th Avenue North, Clearwater, Florida 34620 (the "Company"), that the Company
should seek to attract and retain persons of special abilities as employees,
consultants or directors, thereby materially enhancing the Company's prospects
for stable and rapid economic growth; and that such persons should be afforded
the opportunity to acquire shares of its single class of authorized common
capital stock at a price which the Company expects to be below the fair market
value of such shares on a permissible future exercise date. By providing this
opportunity through the adoption of a Non-Qualified Stock Option Plan (the
"Plan") effective as of November 10, 1989, the Company is attempting to give
appropriate recognition of superior performance to individuals which have held
and will hold a substantive and continuing responsibility for the Company's
growth. The Company's shareholders approved an amendment and restatement of the
Plan at its August 1993 annual shareholders meeting, thereby reserving an
additional 200,000 shares of its common capital stock for issuance thereunder.
The Company's Board of Directors hereby ratifies the action of its shareholders
pursuant to which the terms and key provisions of the Plan were approved at
such meeting. The Plan shall consist of grants of stock options that are not
intended to qualify as 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) In General.
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 members 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 or have been awarded an option,
stock, stock appreciation right or any other derivative security that would
enable him to acquire shares of its authorized capital stock, or exercise
discretion with respect to the administration of such plan, unless otherwise
permitted under the provisions of Rule 16b- 3(c)(2)(i)(A) through (D) under the
Exchange Act. Each member of the Committee shall be subject to any additional
restrictions that may be applicable in order to satisfy the requirements for
disinterested administration of the Plan set forth in Rule 16b-3, as amended
from time to time.
<PAGE>
(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 occurrence 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 of
the foregoing, shall have the power and/or obligation to:
(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, consultants or members of the
Board 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, directors, consultants or classes
of employees, their present and potential contribution to the Company's success
and such other factors as the Committee in its discretion shall deem relevant.
The Committee's determinations under the Plan, including without limitation,
identifying the persons whom shall be granted an option, and the terms and
provisions of such awards, need not be uniform and may be made by it
selectively among eligible participants whether or not such persons are
similarly situated.
<PAGE>
(d) Compensation and Expenses.
No Committee member shall receive special compensation as a result of the
rendition of services hereunder, but each shall be entitled to reimbursement
from the Company for all reasonable expenses actually incurred in administering
the Plan, as long as the same are substantiated in such manner as the Board may
require.
3. Eligibility.
The only persons eligible to receive options under the Plan shall be
individual employees, consultants or directors that have been designated by the
Committee, either by vote taken at a duly called meeting (which may include a
meeting conducted by way of a telephone call) or by written action executed by
all Committee members. Multiple options may be granted to an individual, but
only on the terms and subject to the restrictions set forth in this Plan.
4. Shares Subject to Plan.
The shares which shall be issued and delivered upon exercise of options
being granted under the Plan shall be shares of the Company's authorized but
unissued or issued and reacquired common capital stock, $.17 par value per
share (the "Shares"). The maximum number of Shares which may be issued upon
exercise of options granted under the Plan shall not exceed 1,000,000. If any
option expires or terminates before being completely exercised, the Shares
subject to the unexercised portion of such option may again be made subject to
the terms of this 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 a merger,
consolidation, recapitalization, reclassification, combination, stock dividend,
stock split or other relevant change in the capital structure of the Company.
A dissolution or liquidation of the Company or a merger or consolidation in
which the Company is not the surviving corporation shall cause each outstanding
option to terminate, provided that each optionholder shall have the right at a
time designated by the Committee prior to such dissolution, liquidation,
merger, or consolidation to fully exercise his or her option or convert such
option 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.
5. Term and Conditions of Options.
An individual option may be granted under the Plan for such number of
Shares, as may be determined by the Committee, which grant shall be subject to
the following terms and conditions:
(a) Grant Awards.
In determining the size of an award of an option, the Committee may take
into account recommendations by the Committee, the Company's management, the
performance, cash compensation, level of responsibility and commitment to the
Company's long term objectives of such employees, consultants or directors, the
fair market value of the Shares at the time of award and such other
considerations as the Committee deems appropriate. The maximum number of shares
that may be subject to an individual grant may not exceed 120,000 shares.
<PAGE>
(b) Option Agreement.
Each option granted shall be evidenced by a written option agreement
between the Company and the optionholder stating the number of Shares which may
be purchased upon its exercise and containing such other terms as the Committee
may 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 shall be
considered the date on which such option is granted (the "Date of Grant"), and
such date shall be reflected in the option agreement.
(d) Option Once.
Each option agreement shall state the purchase price of each Share which
may be acquired upon exercise of the option. The purchase price for each Share,
as determined by the Committee, need not be the fair market value thereof and
may vary from one optionholder to another. In computing the purchase price of
each Share, the Committee may take into consideration the restrictions on
transfer or other disposition imposed in the option agreement and the terms on
which such Shares may be purchased, as set forth in the option agreement, may
vary from time to time, as determined by the Committee in its sole discretion.
For purposes of this Plan, 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 of such option 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.
Subject to the provisions of this Agreement, each option granted under the
Plan shall be exercisable during the period commencing as of the date of grant,
according to the schedule, if any, set forth in such option agreement, and
ending on (i) the date all of the Shares are purchased pursuant to the terms of
the option agreement, (ii) within three months of the date of the
optionholder's termination of employment or affiliation with the Company or
(iii) such date as may be specified in the option agreement.
(f) Mechanics of Exercise.
An optionholder entitled to exercise any portion of an option granted to
him or her under the Plan may exercise the same either in whole or in part at
anytime by delivering written notice of exercise to the office of the Secretary
of the 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 under one or
more of the following methods:
<PAGE>
(1) wholly or partly in cash;
(2) by delivering shares of the Company's issued and outstanding
common stock already owned by the optionholder and valued at its fair market
value on the date of exercise;
(3) 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 Section 5.(d) hereof);
(4) directly by a broker dealer that has undertaken a "cashless
exercise" pursuant to a notice of election and fully endorsed stock option
delivered by such optionholder to a broker dealer that agrees to pay the
Company the exercise price for such shares; or
(5) by such other means of payment that the Committee, in its
discretion, may authorize.
In the case of payment made under Section 5.(f)(2)-(4) hereof, the
optionholder's election must be made on or prior to the date of exercise of
such stock option and must be irrevocable. If an employee, consultant or
director who is an insider subject to Section 16 of the Exchange Act ("Section
16 Insider") elects payment pursuant to Section 5.(f)(3) hereof, the election
must be made in writing either (A) within ten (10) business days beginning on
the third business day following release of the Company's quarterly or annual
summary of earnings and ending on the twelfth business day following such day,
or (B.) at least six (6) months prior to the date of exercise of such option.
In addition, should a Section 16 Insider make payment for the Shares, in whole
or in part, by delivering previously owned Shares, any Shares acquired pursuant
to the exercise thereof of such option shall not be disposed of by the Section
16 Insider for a period of six months commencing on the date on which such
holder most recently purchased Shares of Company stock, including the Shares
tendered in connection with such exercise. No Shares shall be issued until full
payment therefor has been made, and the granting of an option shall give the
holder no rights as a shareholder except as to Shares actually issued and
registered in his or her name.
(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.
(h) Transferability and Termination of Option.
Each option granted hereunder may be exercised only by the individual to
whom it is issued and only during the period in which he is serving as an
employee, director or consultant or, to the extent such options are then
exercisable, within the three month period following his resignation or other
termination of such affiliation; provided that if such holder dies before fully
exercising any portion of an option then exercisable or if the holder suffers a
permanent and total disability, as such term is defined in Section 4221(c)(6)
of the Code, such option may be exercised by the holder or such holder's legal
representative(s), heir(s) or devisee(s) at any time within the twelve month
period following his or her death, but only as to the Shares subject to
exercise by the holder at the time of death. Any attempted assignment,
transfer, pledge, hypothecation or other disposition of a stock option granted
under this Plan, or levy of attachment or similar process not otherwise
permitted herein shall be null and void.
<PAGE>
(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 9 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 Act, or, alternatively, at some time following such issuance their
resale is determined by counsel for 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. No Prior Right of Award.
Nothing in this Plan shall be deemed to give any officer, director or
employee of, or consultant to, the Company or such person's legal
representatives or assigns, or any other person or entity claiming under or
through such person, any contract or other right to participate in the benefits
of this Plan. Nothing in this Plan shall be construed as constituting a
commitment, guarantee, agreement or understanding of any kind or nature that
the Company shall continue to employ, or continue any other relationship with,
any individual (whether or not an optionholder) or entity. This Plan shall not
affect in any way the right of the Company to terminate the employment of, or
other relationship with, any individual (whether or not an optionholder) or
entity at any time and for any reason whatsoever. No change of an
optionholder's duties as an officer, director or employee of, or consultant to,
the Company shall result in a modification of the terms of any rights of such
optionholder under this Plan or any option agreement executed by such.
7. Effective Date and Term of Plan.
The effective date of the Plan shall be retroactively effective as of
November 10, 1989, and it shall remain in existence until November 10, 1999
thereafter. This Amended and Restated Plan was adopted by the Company's
shareholders at its annual meeting on August 25, 1993. 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.
8. Amendment or Termination of Plan.
The Committee may at any time amend, suspend or discontinue the Plan in
such respects as the Committee 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
Committee 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 may be made subject to options granted under the Plan; or
<PAGE>
(c) make any change that would disqualify the Plan from the exemption
provided by Rule 16b-3, promulgated under the Exchange Act, or any successor
regulation thereto.
9. Miscellaneous Provisions.
(a) Tax Withholding.
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. Whenever payments under the Plan are to be made to an optionholder
in cash, such payments shall be net of any amounts sufficient to satisfy all
federal, state or local withholding tax obligations that arise at such time. 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 tax
withholding is required to be made, as determined by the Committee.
Notwithstanding any provision of the Plan to the contrary, (I) a Section
16 Insider's election pursuant to the preceding sentence must be made on or
prior to the date as of which income is realized by the Section 16 Insider in
connection with such benefit and must be irrevocable, and (ii) if the Section
16 Insider elects to have shares withheld from those otherwise issuable, then
the election must be made in writing either (A) within the 10 business days
beginning on the third business day following the release of the Company's
quarterly or annual summary of earnings and ending on the 12th business day
following such day, or (B.) at least six months prior to the date income is
realized by such Section 16 Insider. 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.
<PAGE>
(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 such
participant'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
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) 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 exercise of an option, 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 promulgated by
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.
(f) Registration of Shares.
If at any time and from time to time the Board 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 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.
Notwithstanding anything in this Plan or in any option grant to the contrary,
the Committee may postpone the exercise of any stock option granted under the
Plan as the Committee may deem necessary to (i) effect, amend or maintain any
necessary registration of the Plan or Shares under the Act, or the securities
laws of any applicable jurisdiction; (ii) to permit any action to list such
Shares on a stock exchange if the Company's common stock is listed on such
exchange; (iii) to comply with such rules or regulations promulgated by such
stock exchange; (iv) to determine that such Shares are exempt from such
registration or requirement that its Shares be listed on an exchange; or (v) to
determine that the Company shall not be obligated by virtue of any terms and
conditions of any option agreement or any provision of the Plan to recognize
the exercise of an option or to sell or issue Shares in violation of the Act,
the rules of any stock exchange or the law of any applicable jurisdiction.
<PAGE>
Any such postponement shall not extend the terms of an Option and neither
the Company nor its directors or officers shall have any obligation or
liability to any employee or option holder with respect to any Shares as to
which such option shall lapse because of such postponement. 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 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
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.
(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) 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 applicable 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,
<PAGE>
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; (iii) such reload option does not cause the Plan to lose its exemption
under Rule 16b-3 of the Exchange Act; and (iv) such reload option is subject to
all of the same terms and conditions as the original stock option.
(l) 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.
(m) 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 200,000 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
Amended and Restated Non-Qualified Stock Option Plan," adopted on August 23,
1995; 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.
