<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
<TABLE>
<S><C>
For Quarter Ended June 30, 1996 Commission File Number 0-13611
------------- -------
SPARTAN MOTORS, INC. (Exact name of registrant as specified in its charter)
- -------------------------------
Michigan 38-2078923
- ------------------------------- ----------------
(State of incorporation) (I.R.S. Employer
Identification no.)
1000 Reynolds Road, Charlotte, Michigan 48813
- -------------------------------------------------- ----------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (517) 543-6400
-----------------
NONE Former name, former address and
- --------------------------------------------
former fiscal year, if changed since last report.
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.
YES X NO
----- -----
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.
Common shares outstanding at August 5, 1996 12,523,572
----------
</TABLE>
<PAGE> 2
SPARTAN MOTORS, INC.
INDEX TO QUARTERLY REPORT ON FORM 10-Q
QUARTER ENDED JUNE 30, 1996
Page No.
--------
Part I. Financial Information
Consolidated Balance Sheets - June 30, 1996
(Unaudited) and December 31, 1995 1
Consolidated Statements of Net Earnings -
Three Months Ended June 30, 1996 and 1995
(Unaudited) 3
Consolidated Statements of Operations -
Six Months Ended June 30, 1996 and 1995
(Unaudited) 4
Consolidated Statements of Cash Flows -
Six Months Ended June 30, 1996 and 1995
(Unaudited) 5
Notes to Consolidated Financial Statements 7
Management's Discussion and Analysis of Financial
Condition and Results of Operations 9
Part II. Other Information 12
Signatures 14
Exhibits 15
<PAGE> 3
PART I. FINANCIAL INFORMATION
Item 1. FINANCIAL STATEMENTS
SPARTAN MOTORS, INC.
CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
June 30, 1996 December 31, 1995
------------- -----------------
(Unaudited)
<S> <C> <C>
ASSETS
CURRENT ASSETS:
Cash and cash equivalents $ 2,714,341 $ 5,202,595
Investment securities 8,977,963 7,688,693
Accounts receivable, less allowance
for doubtful accounts of $589,000 and
$591,000 in 1996 and 1995, respectively 25,503,238 20,202,534
Inventories 25,684,578 24,394,303
Deferred tax benefit 1,488,000 1,453,000
Other current assets 1,511,672 1,539,765
----------- -----------
TOTAL CURRENT ASSETS 65,879,792 60,480,890
PROPERTY, PLANT AND EQUIPMENT,
net of accumulated depreciation of
$7,049,089 and $6,281,734 in 1996 and
1995, respectively 12,245,689 12,267,287
DEFERRED TAX BENEFIT 1,105,000 1,163,000
OTHER ASSETS 1,113,603 1,299,890
----------- -----------
TOTAL $80,344,084 $75,211,067
=========== ===========
</TABLE>
See notes to consolidated financial statements.
1
<PAGE> 4
SPARTAN MOTORS, INC.
CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
June 30, 1996 December 31, 1995
------------- -----------------
(Unaudited)
<S> <C> <C>
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable $ 6,882,194 $ 3,801,135
Other current liabilities and accrued
expenses 2,629,323 1,652,930
Accrued warranty expense 1,724,098 1,621,954
Accrued customer rebates 998,988 1,030,658
Accrued compensation and related
taxes 1,389,398 1,064,368
Current portion of long-term debt 502,000 420,000
----------- -----------
TOTAL CURRENT LIABILITIES 14,126,001 9,591,045
LONG-TERM DEBT, less current portion 5,472,520 5,791,728
COMMITMENTS AND CONTINGENT LIABILITIES
STOCKHOLDERS' EQUITY:
Preferred stock, no par value, authorized 2,000,000 shares.
Common stock, $.01 par value; authorized
23,900,000 shares, issued 12,523,572 shares
in 1996 and issued 12,623,872 shares 1995 125,236 21,482,878
Additional paid in capital 21,255,232
Retained earnings 41,592,945 40,543,432
Valuation allowance (81,321) 61,025
Cumulative translation adjustment (2,146,529) (2,259,041)
----------- -----------
TOTAL STOCKHOLDERS EQUITY 60,745,563 59,828,294
----------- -----------
TOTAL $80,344,084 $75,211,067
=========== ===========
</TABLE>
See notes to consolidated financial statements.
2
<PAGE> 5
SPARTAN MOTORS, INC.
CONSOLIDATED STATEMENTS OF NET EARNINGS (UNAUDITED)
<TABLE>
<CAPTION>
Three Months Ended June 30
---------------------------
1996 1995
----------- -----------
<S> <C> <C>
REVENUES:
Net sales $44,394,773 $28,426,318
Other income 307,782 365,919
----------- -----------
TOTAL 44,702,555 28,792,237
COSTS AND EXPENSES:
Costs of products sold 37,609,927 25,182,955
Research and development 1,080,672 685,725
Selling, general and administrative 3,881,993 3,318,119
Interest 110,694 140,384
----------- -----------
TOTAL 42,683,286 29,327,183
EARNINGS (LOSS) BEFORE TAXES ON INCOME 2,019,269 (534,946)
TAXES ON INCOME (CREDIT) 876,000 (312,000)
----------- -----------
NET EARNINGS (LOSS) 1,143,269 (222,946)
NET EARNINGS (LOSS) PER SHARE $ 0.09 $ (0.02)
=========== ===========
DIVIDENDS PAID PER SHARE $ 0.05 $ 0.05
=========== ===========
WEIGHTED AVERAGE COMMON SHARES
OUTSTANDING 12,533,000 12,982,000
=========== ===========
</TABLE>
See notes to consolidated financial statements.
3
<PAGE> 6
SPARTAN MOTORS, INC.
CONSOLIDATED STATEMENTS OF NET EARNINGS (UNAUDITED)
<TABLE>
<CAPTION>
Six Months Ended June 30
--------------------------
1996 1995
----------- -----------
<S> <C> <C>
REVENUES:
Net sales $91,483,052 $72,201,251
Other income 607,705 792,260
----------- -----------
TOTAL 92,090,757 72,993,511
COSTS AND EXPENSES:
Costs of products sold 78,491,068 61,992,720
Research and development 2,080,090 1,473,432
Selling, general and administrative 7,392,944 6,869,203
Interest 239,358 256,990
----------- -----------
TOTAL 88,203,460 70,592,345
----------- -----------
EARNINGS BEFORE TAXES ON INCOME 3,887,297 2,401,166
TAXES ON INCOME 1,532,000 851,000
----------- -----------
NET EARNINGS $ 2,355,297 $ 1,550,166
=========== ===========
NET EARNINGS PER SHARE $ 0.19 $ 0.12
=========== ===========
DIVIDENDS PAID PER SHARE $ 0.05 $ 0.05
=========== ===========
WEIGHTED AVERAGE COMMON SHARES
OUTSTANDING 12,567,000 13,032,000
=========== ===========
</TABLE>
See notes to financial statements.
4
<PAGE> 7
SPARTAN MOTORS, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
<TABLE>
<CAPTION>
Six Months Ended June 30
---------------------------------------
1996 1995
------------ ------------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net earnings $ 2,355,297 $ 1,550,166
Adjustments to reconcile net earnings to net
cash provided by operating
activities:
Depreciation and amortization 884,896 794,332
Gain on sales of assets (4,903) (80,591)
Decrease (increase) in:
Accounts receivable (5,299,053) 4,990,180
Inventories (1,271,081) (3,592,712)
Deferred tax benefit 102,000
Federal taxes receivable 361,000
Other assets 52,422 (37,397)
Increase (decrease) in:
Accounts payable 3,080,661 (1,777,749)
Other current liabilities and accrued expenses 976,141 (519,967)
Accrued warranty expense 102,144 (507,815)
Accrued customer rebate (31,670) 171,827
Accrued compensation and related taxes 325,232 (191,633)
----------- -----------
TOTAL ADJUSTMENTS (1,185,213) (213,731)
----------- -----------
NET CASH PROVIDED BY OPERATING ACTIVITIES 1,170,084 1,336,435
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of property, plant and equipment (835,406) (959,783)
Proceeds from sale of property, plant and equipment 150,000
Purchases of marketable securities (3,051,290) (6,953,938)
Proceeds from sales of marketable securities 1,640,822 7,315,496
Advances on note receivable (707,275)
Principal repayments on note receivable 103,997 585,955
----------- -----------
NET CASH USED IN INVESTING ACTIVITIES (2,141,877) (569,545)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from exercise of stock options 85,360
Payments on long-term debt (237,208) (236,518)
Purchase of treasury stock (866,875) (2,463,987)
Dividends paid (626,679)
----------- -----------
NET CASH USED IN FINANCING ACTIVITIES (1,645,402) (2,700,505)
EFFECT OF EXCHANGE RATE CHANGES ON CASH 128,941 48,946
----------- -----------
NET DECREASE IN CASH AND CASH EQUIVALENTS (2,488,254) (1,884,669)
CASH AND CASH EQUIVALENTS AT BEGINNING
OF PERIOD 5,202,595 2,930,270
----------- -----------
CASH AND CASH EQUIVALENTS AT END
OF PERIOD $ 2,714,341 $ 1,045,601
=========== ===========
</TABLE>
5
<PAGE> 8
SPARTAN MOTORS, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Cash paid for interest was $240,158 and $276,103 for the six months ended June
30, 1996 and 1995, respectively. Cash paid for income taxes was $905,000 and
$353,000 for the six months ended June 30, 1996 and 1995, respectively.
See notes to consolidated financial statements. (Concluded)
6
<PAGE> 9
SPARTAN MOTORS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(1) For a description of the accounting policies followed refer to the notes
to the Company's annual consolidated financial statements for the year
ended December 31, 1995, included in Form 10-K filed with the Securities
and Exchange Commission March 29, 1996.
(2) The consolidated financial statements include the accounts of Spartan
Motors, Inc., its wholly owned subsidiaries, Spartan Motors Foreign Sales
Corporation, Inc., and Spartan de Mexico, S.A. de C.V.("Spartan de
Mexico"). All material intercompany transactions have been eliminated.
The two joint ventures with Societe D' Equipment de Transport et de
Carosserie S.A. ("Setcar") are included in the consolidated financial
statements. However, the Company has not made any expenditures for
investment purposes as of June 30, 1996.
(3) In the opinion of the Company, the accompanying unaudited consolidated
financial statements contain all adjustments (consisting of only normal
recurring accruals) necessary to present fairly the financial position as
of June 30, 1996, and the results of operations for the three month and
six month periods ended June 30, 1996 and 1995.
(4) The results of operations for the three month and six month periods ended
June 30, 1996, are not necessarily indicative of the results to be
expected for the full year.
(5) Inventories consist of raw materials and purchased components, work in
process, and finished goods and are summarized as follows:
<TABLE>
<CAPTION>
June 30, 1996 December 31, 1995
------------- -----------------
<S> <C> <C>
Finished Goods $ 2,045,437 $ 1,779,551
Raw Materials and
purchased components 21,952,119 19,844,049
Work in Process 2,237,022 3,270,703
Obsolescence reserve (500,000) (500,000)
LIFO reserve (50,000)
----------- -----------
$25,684,578 $24,394,303
=========== ===========
</TABLE>
(6) A cash dividend of $0.05 per share was declared February 27, 1996 for
shareholders of record on March 27, 1996. The dividend of $626,679 was
paid April 29, 1996.
(7) During March and June of 1996 the Company repurchased a total of 110,000
shares of its common stock at an average market price of approximately
$7.90 per share. The treasury stock was constructively retired in
accordance with the Michigan Business Corporations Act applicable to all
Michigan corporations.
(8) During the six months ended June 30, 1996, stockholders' equity changed
as follows:
<TABLE>
<S> <C>
Balance at December 31, 1995 $59,828,294
Net Earnings 2,355,297
Exercise of stock options 85,360
Dividends paid (626,679)
Purchase of treasury stock (866,875)
Valuation Allowance - Investment
Securities (142,346)
Cumulative Translation Adjustment
Change 112,512
-----------
Balance at June 30, 1996 $60,745,563
===========
</TABLE>
7
<PAGE> 10
SPARTAN MOTORS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
(9) NEW ACCOUNTING PRONOUNCEMENTS
The Financial Accounting Standards Board has issued Statement of Financial
Accounting Standards (SFAS) No. 121 "Accounting for the Impairment of
Long-Lived Assets To Be Disposed Of." This standard requires that
long-lived assets held by and used by an entity may be reviewed for
impairment whenever events or changes in circumstances indicate that the
carrying amount of an asset may not be recoverable. SFAS No. 121 also
requires that long-lived assets to be disposed of be reported at the lower
of carrying amount or fair value less costs to sell. The Company has
adopted this standard during the first quarter of 1996. Adoption of this
statement did not have a material effect on the Company's results of
operations or financial position.
The Financial Accounting Standards Board has issued SFAS No. 123,
"Accounting for Stock-Based Compensation", which was effective for the
Company beginning January 1, 1996. SFAS No. 123 requires expanded
disclosures of stock-based compensation arrangements with employees and
encourages (but does not require) compensation to be measured based on the
fair value of the equity instrument awarded. Companies are permitted,
however, to continue to apply APB Opinion No. 25, which recognizes
compensation cost based on the intrinsic value of the equity instrument
awarded. The Company will continue to apply APB Opinion No. 25 to its
stock based compensation awards to employees and will disclose the required
pro forma effect on net income and earnings per share in the financial
statement for the year ending December 31, 1996.
(10) SUBSEQUENT EVENTS
During July 1996, the Company repurchased 90,000 shares of its common stock
at an average market price of approximately $7.20. The treasury stock was
constructively retired in accordance with the Michigan Business
Corporations Act applicable to all Michigan corporations.
8
<PAGE> 11
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
The following is a discussion of the major elements impacting Spartan Motors,
Inc. financial and operating results for the three month and six month periods
ended June 30, 1996 compared to the same periods ended June 30, 1995. The
comments that follow should be read in conjunction with the Company's
consolidated financial statements and related notes.
RESULTS OF OPERATIONS
The following table sets forth, for the periods indicated, the components of
the Company's consolidated statements of net earnings, on an actual basis, as a
percentage of revenues:
<TABLE>
<CAPTION>
Three Months Six Months
Ended June 30 Ended June 30
--------------------- ---------------------
1996 1995 1996 1995
----- ----- ----- -----
<S> <C> <C> <C> <C>
Revenues 100% 100% 100% 100%
Cost and expenses:
Cost of products sold 84.1% 87.5% 85.2% 84.9%
Research and development 2.4% 2.4% 2.3% 2.0%
Selling, general, and administrative 8.7% 11.5% 8.0% 9.4%
Interest 0.2% 0.5% 0.3% 0.4%
---- ----- ---- ----
Total costs and expenses 95.4% 101.9% 95.8% 96.7%
---- ----- ---- ----
Earnings (loss) before taxes on income 4.6% (1.9)% 4.2% 3.3%
Taxes on income (credits) 2.0% (1.1)% 1.7% 1.2%
---- ----- ---- ----
Net earnings (loss) 2.6% (0.8)% 2.5% 2.1%
---- ----- ---- ----
</TABLE>
THREE MONTH PERIOD ENDED JUNE 30, 1996, COMPARED TO THE THREE MONTH PERIOD
ENDED JUNE 30, 1995
Revenues for the three months ended June 30, 1996, were $44.7 million
compared to $28.8 million in 1995, an increase of 55%. For the three months
ended June 30, 1996 the Company had net income of $1.1 million ($0.09 per
share), compared to a net loss of $0.2 million in 1995 ($0.02 per share). The
increase in revenues and earnings is primarily due to increased production of
fire truck, transit bus and school bus chassis. Additionally, motorhome
production rebounded from the historically low level due to soft retail market
conditions in recreational vehicles during 1995. Total chassis production for
the three months ended June 30, 1996 consisted of 801 units as compared to 459
chassis for the same period in 1995. Bus chassis unit sales increased to 143
units as compared to 52 units in the prior year period as the Company further
penetrates the school and transit bus markets. The Company continues to
compete with the commercial fire truck market with its Diamond, Metrostar, and
Advantage series chassis.
Total costs and expenses as a percentage of revenues decreased to 95.4%
for the 1996 period as compared to 101.9% for 1995. Costs of products sold
decreased to 84.1% of revenues as compared to 87.5% for the same period in
1995. The decrease is the result of fixed manufacturing overhead costs being
absorbed by more units produced than in the prior period and the effects of
price increases on certain chassis. Selling, general and administrative
expenses decreased to 8.7% of revenues for the 1996 period compared with 11.5%
for the 1995 period reflecting the Company's emphasis on cost control and
efficiency improvements. Research and development costs for the 1996 period
remained consistent with the same period of 1995. The Company is continuing
its efforts to expand the applications of rear engine diesel technology to
additional market segments in the industry. Examples of this are the
development of school bus and low floor transit bus chassis. Total chassis
orders received decreased 13.0% during the three months ended June 30, 1996, to
783 units from 900 units for the same period of 1995. This decrease is
primarily attributed to the cyclical nature of the school bus chassis market,
and to a lesser extent a decline in OEM orders for recreational vehicle chassis
in preparation for the model year changeover.
9
<PAGE> 12
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS - CONTINUED
SIX MONTH PERIOD ENDED JUNE 30, 1996, COMPARED TO THE SIX MONTH PERIOD ENDED
JUNE 30, 1995
Revenues for the six months ended June 30, 1996 were $92 million compared
with $73 million in 1995, an increase of 26%. Net income was $2.4 million for
the six months ended June 30, 1996 ($0.19 per share), compared to $1.6 million
in 1995 ($0.12 per share). The increase in revenues and earnings is primarily
due to the rebound from soft retail market conditions in recreational vehicles
during 1995 and to a lesser extent an increase in fire truck chassis
production. In addition, school and transit bus chassis production has
increased as the Company further penetrates these markets. Total chassis
production for the six months ended June 30, 1996 consisted of 1,661 units as
compared to 1,235 chassis for the same period in 1995. Sales of fire truck
chassis units increased by 15% due to the continued shift from commercial to
custom chassis, and the Company's ability to compete with the commercial fire
truck market with its Diamond, Metro Star and Advantage series chassis. Sales
of motorhome chassis increased overall by 18% during the six months ended June
30, 1996. The school and transit bus sales improved to 283 units compared with
59 units during the same period in 1995 as the company continues to penetrate
these markets. The Company will continue its efforts to diversify into other
product lines to reduce the dependence on any single product line.
Total costs and expenses as a percentage of revenues decreased to 95.8%
for 1996 as compared to 96.7% for 1995. Cost of products sold increased
to 85.2% of revenues as compared to 84.9% for the same period in 1995. The
increase is primarily the result of the mix of chassis produced and the
proportion of these costs relative to the level of revenues. Selling, general
and administrative expenses decreased to 8.0% of revenues for the 1996 period
compared with 9.4% for 1995. The decrease is due to the proportion of these
costs relative to the level of sales for the period. Research and development
costs increased to 2.3% for the 1996 period as compared to 2.0% for 1995. This
is primarily due to the Company's continuing efforts to diversify into
specialty chassis product lines, the development of the independent front
suspension, and ongoing bus developments.
Total chassis orders received increased 4.4% during the six months ended
June 30, 1996, to 1,737 units from 1,664 units for the same period of 1995.
This increase is primarily the result of the improvement in the recreational
vehicle market over the prior year.
At June 30, 1996, the Company had approximately $49.3 million in backlog
chassis orders, consisting of higher volume, lower margin units. While orders
in backlog are subject to modification, cancellation or rescheduling by
customers, the Company has not experienced significant modification,
cancellation or rescheduling of orders in the past. Although the backlog of
unfilled orders is one of many indicators of market demand, several factors,
such as changes in production rates, available capacity, new product
introductions and competitive pricing actions, may affect actual sales.
Accordingly, a comparison of backlog from period to period is not necessarily
indicative of eventual actual shipments.
LIQUIDITY AND CAPITAL RESOURCES
Over the years, the Company has financed its growth through a combination
of funds provided from equity offerings, operations and long and short-term
debt financing. During the six months ended June 30, 1996, cash provided by
the operating activities amounted to approximately $1.3 million. On June 30,
1996, the Company had working capital of $51.8 million compared to $50.9
million at December 31, 1995, an increase of 2.0%. The current ratio on June
30, 1996 decreased to 4.7 compared with 6.3 on December 31, 1995. The change
in working capital is the result of increases in accounts receivable, inventory
and accounts payable. Accounts receivable increased approximately $5.3 million
primarily due to sales growth during the period. Inventories increased
approximately $1.2 million primarily to support increased production levels.
Accounts payable increased by approximately $3.1 million due to higher
inventory levels and the timing of vendor payments.
The Company anticipates that cash generated from operations, the liquidity
of short-term investment securities and the existing credit line will be
sufficient to satisfy all working capital and capital expenditure requirements
for the foreseeable future. This will provide the Company with financial
flexibility to respond quickly to business opportunities as they arise,
including opportunities for growth either through internal development or
through strategic joint ventures or acquisitions.
10
<PAGE> 13
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS - CONTINUED
Due to the effects of the peso devaluation, the ongoing financial crisis
in Mexico and the lack of order activity, the Company has not produced chassis
at its Mexican facility during 1996. The current staff continues to perform
service and warranty repairs on products sold, maintain customer contacts, and
promote the Company's custom chassis products. Spartan de Mexico recorded
revenues of $14,000 and incurred losses of $333,000 ($0.03 per share) for the
six month period ended June 30, 1996. This compares to revenues of $9,600 and
losses of approximately $247,000 ($0.02 per share) for the same period in 1995.
The effect on earnings related to the devaluation of the peso was immaterial
to the consolidated financial statements of the Company. Spartan remains
committed to supporting the operations of Spartan de Mexico.
Stockholders' equity increased to $60.7 million as of June 30, 1996, an
increase of 1.5%. The change is the result of earnings of $2.4 million, net
of dividends of $0.6 million paid April 29, 1996 and the $0.9 million used to
acquire 110,000 shares of the Company's common stock. The Company's debt to
equity ratio decreased to 9.8% on June 30, 1996 compared with 10.4% at December
31, 1995.
The Company's unsecured line of credit with a bank provides for maximum
borrowings of $15,000,000 at 2% above the London Inter Bank Offering Rate
(LIBOR), which was 5.5% at June 30, 1996. As of June 30, 1996, there were no
borrowings against this line. In addition, under the terms of its credit
agreement with its bank, the Company has the ability to issue letters of credit
totaling $400,000. At June 30, 1996, the Company had outstanding letters of
credit totaling $200,000.
SAFE HARBOR STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT OF
1995
Except for the historical information contained herein, the matters
discussed in this Form 10-Q are forward-looking statements which involve risks
and uncertainties, including but not limited to economic, competitive,
governmental and technological factors affecting the Company's operations,
markets, products, services and prices, and other factors discussed in the
Company's filings with the Securities and Exchange Commission.
11
<PAGE> 14
PART II. OTHER INFORMATION
Item 1. Legal Proceedings
The Company is party, both as plaintiff and defendant, to a number of
lawsuits and claims arising out of the normal course of business. It is
the best judgment of management that the financial position of the
Company will not be materially affected by the final outcome of these
legal proceedings.
Item 2. Changes in Securities
The total number of shares of which the corporation shall have authority
to issue is twenty-five million, nine hundred thousand (25,900,000)
divided into two classes, as follows:
(1) Twenty-three million, nine hundred thousand (23,900,000)
shares of common stock of the par value of One Cent ($.01).
(2) Two million (2,000,000) shares of preferred stock, having no par
value.
The authorized shares of Preferred Stock may be issued in one or more
series, each of such series to have such designations, powers,
preferences, and relative, participating, optional or other rights, and
such qualifications, limitations, restrictions, as may be stated in a
resolution or resolutions providing for the issue of such series adopted
by the Board of Directors. The holders of shares of each series of
Preferred Stock shall be entitled to receive, when and if declared,
dividends pursuant to the rate fixed for the series. On liquidation,
dissolution or winding up of the affairs of the corporation, the holders
of each share of Preferred Stock shall be entitled to available assets of
the corporation before any amounts are distributed to the holders of
Common Stock. The voting rights of holders of Preferred Stock shall in no
event exceed more than one vote per share.
None of the shares of the Common Stock shall be entitled to any
preferences. Dividends on the shares of Common Stock may be declared and
paid, as determined by the Board of Directors, after declaration or
payment of full dividends on all shares having priority over the Common
Stock. On any liquidation, dissolution, or winding up of the affairs of
the corporation, the holders of the Common Stock shall be entitled to
receive pro rata the remaining assets of the corporation available for
distribution after there shall have been paid or set aside for the
holders of all shares having priority over the Common Stock the full
preferential amounts to which they are respectively entitled. The
holders of Common Stock shall be entitled to one vote for each share of
Common Stock held by them respectively.
Item 4. Submission of Matters to a Vote of Security Holders
The annual meeting of shareholders of Spartan Motors, Inc. was held on
June 5, 1996, with the business portion of the meeting being adjourned to
June 20, 1996. The purpose of the meeting was to elect directors, adopt
Restated Articles of Incorporation, approve an amendment to the 1988
Nonqualified Stock Option Plan, approve the 1996 Stock Option and
Restricted Stock Plan for Outside Market Advisors, and to transact any
other business that may properly come before the meeting.
The name of each director elected (along with the number of votes cast
for or authority withheld) is as follows:
<TABLE>
<CAPTION>
Votes Cast
Authority
Elected Directors For Withheld
- ------------------ ---------- --------
<S> <C> <C>
George W. Sztykiel 11,598,680 664,001
William F. Foster 11,598,280 664,401
</TABLE>
The following persons continue to serve as directors: John E. Sztykiel,
Charles E. Nihart, Max A. Coon, Anthony G. Sommer, and George Tesseris.
12
<PAGE> 15
OTHER INFORMATION - CONTINUED
The shareholders also acted on the following matters:
<TABLE>
<CAPTION>
For Against Abstain
--------- --------- -------
<S> <C> <C> <C>
Restated Articles of Incorporation 6,381,263 2,278,073 111,828
Approval of Amendment to 1988 Nonqualified
Stock Option Plan 9,992,806 1,231,796 595,002
Approval of 1996 Stock Option and Restricted
Stock Plan for Outside Market Advisors 9,925,318 1,776,849 148,882
</TABLE>
Item 5. Other Information
Pursuant to the corporate bylaws of Spartan Motors, Inc., the Board of
Directors increased the number of members of the Board from seven to
eight members and filled the newly created board position on July 1, 1996
by appointing David R. Wilson to the Board.
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits. The following documents are filed as exhibits to this
report on Form 10-Q:
Exhibit
Number Description
- ------- ----------------------------------
3.1 Restated Articles of Incorporation
10.1 Restated 1988 Nonqualified Stock Option Plan, reflecting amendment
approved by the Board of Directors on February 27, 1996, and approved
by Shareholders at the adjourned meeting on June 20, 1996 (original
plan was previously filed as an exhibit to the Registration Statement
on Form S-8, Registration No. 33-28432, filed on April 28, 1989).
10.2 Restated 1994 Incentive Stock Option Plan, reflecting amendment
approved by the Board of Directors on February 27, 1996, and approved
by Shareholders at the adjourned meeting on June 20, 1996 (original
plan was previously filed as an exhibit to the Registration Statement
on Form S-8, Registration No. 33-80980, filed on June 30, 1994).
10.3 1996 Stock Option and Restricted Stock Plan for Outside Market
Advisors, approved by the Board of Directors on February 27, 1996, and
approved by Shareholders at the adjourned meeting on June 20, 1996.
27 Financial Data Schedule
(b) There were no reports on Form 8-K filed during the quarter ended
June 30, 1996.
13
<PAGE> 16
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, Spartan
Motors, Inc., has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
Spartan Motors, Inc.
By: /s/ James R. Jenks
----------------------
James R. Jenks, CPA
Secretary/Treasurer
Date: August 5, 1996
14
<PAGE> 17
EXHIBIT INDEX
Exhibit
Number
3.1 Restated Articles of Incorporation
10.1 Restated 1988 Nonqualified Stock Option Plan, reflecting amendment
approved by the Board of Directors of February 27, 1996, and approved
by Shareholders at the adjourned meeting on June20, 1996 (original plan
was previously filed as an exhibit to the Registration Statement on
Form S-8, Registration No. 33-28432, filed on April 28, 1989).
10.2 Restated 1994 Incentive Stock Option Plan, reflecting amendment approved
by the Board of Directors on February 27, 1996, and approved by
Shareholders at the adjourned meeting on June 20, 1996 (original plan
was previously filed as an exhibit to the Registration Statement on Form
S-8, Registration No. 33-80980, filed on June 30, 1994).
10.3 1996 Stock Option and Restricted Stock Plan for Outside Market Advisors,
approved by the Board of Directors on February 27, 1996, and approved by
Shareholders at the adjourned meeting on June 20, 1996.
27 Financial Data Schedule
15
<PAGE> 1
EXHIBIT 3.1
MICHIGAN DEPARTMENT OF COMMERCE - CORPORATION AND SECURITIES BUREAU
Date Received (FOR BUREAU USE ONLY)
Name
STEPHEN C. WATERBURY
EFFECTIVE DATE:
Address WARNER NORCROSS & JUDD LLP
900 OLD KENT BUILDING, 111 LYON STREET, N.W.
City State Zip Code
GRAND RAPIDS MICHIGAN 49503
Document will be returned to the name and address you enter above.
RESTATED ARTICLES OF INCORPORATION
OF
SPARTAN MOTORS, INC.
1. These Restated Articles of Incorporation have been duly adopted by the
shareholders of Spartan Motors, Inc. and are executed pursuant to the
provisions of Sections 641-643, Act 284, Public Acts of 1972, as amended.
2. The corporation identification number (CID) assigned by the Bureau is
162-372.
3. The present name of the corporation is:
SPARTAN MOTORS, INC.
4. The corporation has had no former names.
5. The date of filing the original Articles of Incorporation was August
27, 1975.
6. The following Restated Articles of Incorporation supersede the original
Articles of Incorporation as amended and shall be the Articles of Incorporation
of the corporation:
ARTICLE I
<PAGE> 2
The name of the corporation is:
SPARTAN MOTORS, INC.
ARTICLE II
The purpose or purposes for which the corporation is organized is to
engage in any activity within the purposes for which corporations may be
organized under the Michigan Business Corporation Act.
To conduct and be engaged in the business of manufacturing, producing, and
sale, at wholesale and retail, of specialized motor vehicles and motor vehicle
equipment and parts and all other related items.
To make, perform, and carry out contracts of every kind and description
pertaining to the purpose of this corporation and for any lawful purposes
necessary and expedient thereto with any person, firm, association, or
corporation.
To acquire, own, hold, buy, sell and in every other manner deal in the
shares of stock of other corporations, and to exchange shares of its own
capital stock for any of the things, rights, and properties which it might
otherwise lawfully acquire and hold.
To make contracts with any of the officers, directors, shareholders, or
employees of this corporation, individually or otherwise, and without
limitation, restriction, or prejudice, which contracts shall be considered and
construed on the same basis as contracts with third persons, all in furtherance
of the management, operation, objects, and purposes of the corporation.
To borrow and to issue bonds, debentures, notes, and other evidences of
indebtedness and obligations from time to time for any lawful corporate purpose
and to mortgage, pledge, and otherwise charge any or all of its properties,
rights, privileges, and assets to secure the payment thereof.
ARTICLE III
The total number of shares of which the corporation shall have the
authority to issue is twenty-five million, nine hundred thousand (25,900,000)
divided into two classes, as follows:
(1) Twenty-three million, nine hundred thousand (23,900,000) shares of
common stock of the par value of One Cent ($.01), which shall be called "Common
Stock."
(2) Two million (2,000,000) shares of preferred stock, having no par
value, which shall be called "Preferred Stock."
-2-
<PAGE> 3
The following provisions shall apply to the authorized stock of the
corporation:
A. Provisions Applicable to Common Stock.
1. No Preference. None of the shares of the Common Stock shall be
entitled to any preferences, and each share of Common Stock shall be equal to
every other share of said Common Stock in every respect.
2. Dividends. After payment or declaration of full dividends on all
shares having a priority over the Common Stock as to dividends, and after
making all required sinking or retirement fund payments, if any, on all classes
of preferred shares and on any other stock of the corporation ranking as to
dividends or assets prior to the Common Stock, dividends on the shares of
Common Stock may be declared and paid, but only when and as determined by the
Board of Directors.
3. Rights on Liquidation. On any liquidation, dissolution, or winding
up of the affairs of the corporation, after there shall have been paid to or set
aside for the holders of all shares having priority over the Common Stock the
full preferential amounts to which they are respectively entitled, the holders
of the Common Stock shall be entitled to receive pro rata all the remaining
assets of the corporation available for distribution to its shareholders.
4. Voting. At all meetings of shareholders of the corporation, the
holders of the Common Stock shall be entitled to one vote for each share of
Common Stock held by them respectively.
B. Provisions Applicable to Preferred Stock.
1. Issuance in Series. The authorized shares of Preferred Stock may be
issued from time to time in one or more series, each of such series to have
such designations, powers, preferences, and relative, participating, optional,
or other rights, and such qualifications, limitations, or restrictions, as may
be stated in a resolution or resolutions providing for the issue of such series
adopted by the Board of Directors. Authority is hereby expressly granted to the
Board of Directors, subject to the provision of this Article, to authorize the
issuance of any authorized and unissued shares of Preferred Stock (whether or
not previously designated as shares of a particular series, and including
shares of any series issued and thereafter acquired by the corporation) as
shares of one or more series of Preferred Stock, and with respect to each
series to determine and designate by resolution or resolutions providing for
the issuance of such series:
(a) The number of shares to constitute the series and the title thereof;
(b) Whether the holders shall be entitled to cumulative or noncumulative
dividends, and, with respect to shares entitled to cumulative dividends, the
date or dates from which such dividends shall be cumulative, the rate of the
annual dividends thereon (which may be fixed or variable and may be made
dependent upon facts ascertainable
-3-
<PAGE> 4
outside of the Restated Articles of Incorporation), the dates of payment
thereof, and any other terms and conditions relating to such dividends;
(c) Whether the shares of such series shall be redeemable, and, if
redeemable, whether redeemable for cash, property, or rights, including
securities of any other corporation, and whether redeemable at the option of
the holder or the corporation or upon the happening of a specified event, the
limitations and restrictions with respect to such redemption, the time or times
when, the price or prices or rate or rates at which, the adjustments with
which, and the manner in which such shares shall be redeemable, including the
manner of selecting shares of such series for redemption if less than all
shares are to be redeemed, and the terms and amount of a sinking fund, if any,
provided for the purchase or redemption of such shares;
(d) Whether the shares of such series shall be participating or
nonparticipating, and, with respect to participating shares, the date or dates
from which the dividends shall be participating, the rate of the dividends
thereon (which may be fixed or variable and may be made dependent upon facts
ascertainable outside of the Restated Articles of Incorporation), the dates of
payment thereof, and any other terms and conditions relating to such additional
dividends;
(e) The amount per share payable to holders upon any voluntary or
involuntary liquidation, dissolution, or winding up of the affairs of the
corporation;
(f) The conversion or exchange rights, if any, of such series, including,
without limitation, the price or prices, rate or rates, and provisions for the
adjustment thereof (including provisions for protection against the dilution or
impairment of such rights), and all other terms and conditions upon which
shares constituting such series may be converted into, or exchanged for, shares
of any other class or classes or series;
(g) The voting rights per share, if any, of each such series, provided
that in no event shall any shares of any series be entitled to more than one
vote per share; and
(h) All other rights, privileges, terms, and conditions that are permitted
by law and are not inconsistent with this Article.
All shares of Preferred Stock shall rank equally and be identical in all
respects except as to the matters specified in this Article or any amendment
thereto, or the matters permitted to be fixed by the Board of Directors, and
all shares of any one series thereof shall be identical in every particular
except as to the date, if any, from which dividends on such shares shall
accumulate.
2. Dividends. The holders of shares of each series of Preferred Stock
shall be entitled to receive, when, as, and if declared by the Board of
Directors, dividends at, but not exceeding, the dividend rate fixed for such
series by the Board of Directors pursuant to the provisions of this Article.
-4-
<PAGE> 5
3. Liquidation Preference. Upon the liquidation, dissolution, or winding
up of the affairs of the corporation, whether voluntary or involuntary, the
holders of each series of Preferred Stock shall be entitled to receive in full
out of the assets of the corporation available for distribution to shareholders
(including its capital) before any amount shall be paid to, or distributed
among, the holders of Common Stock, an amount or amounts fixed by the Board of
Directors pursuant to the provisions of this Article. If the assets of the
corporation legally available for payment or distribution to holders of the
Preferred Stock upon the voluntary or involuntary liquidation, dissolution, or
winding up of the affairs of the corporation are insufficient to permit the
payment of the full preferential amount to which all outstanding shares of the
Preferred Stock are entitled, then such assets shall be distributed ratably
upon outstanding shares of the Preferred Stock in proportion to the full
preferential amount to which each such share shall be entitled. After payment
to holders of the Preferred Stock of the full preferential amount, holders of
the Preferred Stock as such shall have no right or claim to any of the
remaining assets of the corporation. The merger or consolidation of the
corporation into or with any other corporation, or the merger of any other
corporation into the corporation, or the sale, lease, or conveyance of all or
substantially all of the property or business of the corporation, shall not be
deemed to be a dissolution, liquidation, or winding up for purposes of this
Section 3.
ARTICLE IV
The address of the current registered office of the corporation is 1000
Reynolds Road, Charlotte, Michigan 48813. The mailing address of the
corporation is Post Office Box 440, Charlotte, Michigan 48813.
The name of the current resident agent is Mr. Anthony G. Sommer.
ARTICLE V
When a compromise or arrangement or a plan of reorganization of this
corporation is proposed between this corporation and its creditors or any class
of them or between this corporation and its shareholders or any class of them,
a court of equity jurisdiction within the state, on application of this
corporation or of a creditor or shareholder thereof, or on application of a
receiver appointed for the corporation, may order a meeting of the creditors or
class of creditors or of the shareholders or class of shareholders to be
affected by the proposed compromise or arrangement or reorganization, to be
summoned in such manner as the court directs. If a majority in number
representing 3/4 in value of the creditors or class of creditors, or of the
shareholders or class of shareholders to be affected by the proposed compromise
or arrangement or a reorganization, agree to a compromise or arrangement or a
reorganization of this corporation as a consequence of the compromise or
arrangement, the compromise or arrangement and the reorganization, if
sanctioned by the court to which the application has been made, shall be
binding on all of the creditors or class of
-5-
<PAGE> 6
creditors, or on all of the shareholders or class of shareholders and also on
this corporation.
-6-
<PAGE> 7
ARTICLE VI
Members of the Board of Directors of the corporation shall be selected,
replaced, and removed as follows:
(1) Number of Directors. The number of the directors of the corporation
shall be fixed from time to time by resolution adopted by a majority vote of
the Board of Directors but shall not be less than three.
(2) Classification. The Board of Directors shall be divided into three
classes as nearly equal in number as possible, with the term of office of one
class expiring each year. At each annual meeting of the shareholders, the
successors of the class of directors whose term expires at that meeting shall
be elected to hold office for a term expiring at the annual meeting of
shareholders held in the third year following the year of their election.
(3) Vacancies and Newly Created Directorships. Any vacancy occurring in
the Board of Directors caused by resignation, removal, death, disqualification,
or other incapacity, and any newly created directorships resulting from an
increase in the number of directors, shall be filled by a majority vote of
directors then in office, whether or not a quorum. Each director chosen to
fill a vacancy or a newly created directorship shall hold office until the next
election of the class for which such director shall have been chosen. When the
number of directors is changed, any newly created or eliminated directorships
shall be so apportioned by the Board of Directors among the classes as to make
all classes as nearly equal in number as possible. No decrease in the number
of directors constituting the Board of Directors shall shorten the term of any
incumbent director.
(4) Removal. Any director may be removed from office at any time, but
only for cause, and only if removal is approved as set forth below.
Except as may be provided otherwise by law, cause for removal shall be
construed to exist only if: (i) the director whose removal is proposed has
been convicted of a felony by a court of competent jurisdiction and such
conviction is no longer subject to direct appeal; (ii) such director has been
adjudicated by a court of competent jurisdiction to be liable for negligence or
misconduct in the performance of his duty to the corporation in a matter of
substantial importance to the corporation and such adjudication is no longer
subject to direct appeal; (iii) such director has become mentally incompetent,
whether or not so adjudicated, which mental incompetency directly affects his
ability as a director of the corporation; or (iv) such director's actions or
failure to act are deemed by the Board of Directors to be in derogation of the
director's duties.
Whether cause for removal exists shall be determined by the affirmative
vote of two-thirds (2/3) of the total number of directors. Any action to remove
a director pursuant to (i) or (ii) above shall be taken within one year of such
conviction or adjudication. For purposes of this paragraph, the total number of
directors will not include the director who is the subject of the removal
determination, nor will such director be entitled to vote thereon.
-7-
<PAGE> 8
ARTICLE VII
The corporation shall indemnify directors and executive officers of the
corporation as of right to the fullest extent now or hereafter permitted by law
in connection with any actual or threatened civil, criminal, administrative, or
investigative action, suit, or proceeding (whether brought by or in the name of
the corporation, a subsidiary, or otherwise) arising out of their service to
the corporation, a subsidiary, or to another organization at the request of the
corporation or a subsidiary. The corporation may indemnify persons who are not
directors or executive officers of the corporation to the extent authorized by
bylaw, resolution of the Board of Directors, or contractual agreement
authorized by the Board of Directors. The corporation may purchase and
maintain insurance to protect itself and any such director, officer, or other
person against any liability asserted against him or her and incurred by him or
her in respect of such service whether or not the corporation would have the
power to indemnify him or her against such liability by law or under the
provisions of this paragraph. The provisions of this paragraph shall apply to
actions, suits, or proceedings, whether arising from acts or omissions
occurring before or after the adoption of this Article VII, and to directors,
officers, and other persons who have ceased to render such service, and shall
inure to the benefit of the heirs, executors, and administrators of the
directors, officers, and other persons referred to in this paragraph.
ARTICLE VIII
A director of the corporation shall not be personally liable to the
corporation or its shareholders for monetary damages for breach of the
director's fiduciary duty. However, this Article VIII shall not eliminate or
limit the liability of a director for any of the following:
(1) A breach of the director's duty of loyalty to the corporation or its
shareholders.
(2) Acts or omissions not in good faith or that involve intentional
misconduct or a knowing violation of law.
(3) A violation of Section 551(1) of the Michigan Business Corporation
Act.
(4) A transaction from which the director derived an improper personal
benefit.
(5) An act or omission occurring before the effective date of this Article
VIII.
Any repeal or modification of this Article VIII by the shareholders of the
corporation shall not adversely affect any right or protection of any director
of the
-8-
<PAGE> 9
corporation existing at the time of, or with respect to, any acts or
omissions occurring before such repeal or modification.
I, the Chairman and Chief Executive Officer of Spartan Motors, Inc., sign
my name this ninth day of June, 1996.
SPARTAN MOTORS, INC.
/s/ George W. Sztykiel
------------------------------------
George W. Sztykiel
Chairman and Chief Executive Officer
-9-
<PAGE> 1
EXHIBIT 10.1
SPARTAN MOTORS, INC.
1988 NONQUALIFIED STOCK OPTION PLAN
(As Amended February 27, 1996)
1. Purpose. The 1988 Nonqualified Stock Option Plan (the "Plan") is
intended to advance the interest of Spartan Motors, Inc. (the "Company"), its
shareholders, and its subsidiaries by encouraging and enabling selected
officers, directors and other key employees upon whose judgment, initiative and
effort the Company is largely dependent for the successful conduct of its
business, to acquire and retain a proprietary interest in the Company by
ownership of its stock. Options granted under the Plan are intended to be
options which do not meet the requirements of Section 422A of the Internal
Revenue Code of 1986, as amended (the "Code").
2. Definitions.
(a) "Board" means the Board of Directors of the Company.
(b) "Committee" means the body administering the Plan.
(c) "Common Stock" means the company's Common Stock, $.01 par value.
(d) "Date of Grant" means the date on which an option is granted
under the Plan.
(e) "Option" means an option granted under the Plan.
(f) "Optionee" means a person to whom an option, which has not
expired, has been granted under the Plan.
(g) "Subsidiary" or "Subsidiaries" means a subsidiary corporation or
corporations of the Company as defined in Section 425 of the Code.
(h) "Successor" means the legal representative of the estate of a
deceased optionee or the person or persons who acquire the right to exercise
an option by bequest or inheritance or by reason of the death of any optionee.
(i) "Tax Benefit Right" means any right granted to a Participant under
Paragraph 8 of the Plan;
3. Administration of the Plan. The Plan shall be administered by a
committee appointed by the Board (the "Committee"). The Committee shall report
all action taken by it to the Board. Options to directors who are not
employees of the Company may be granted only pursuant to subparagraph (a) of
paragraph 6 of the Plan. The Committee shall have full and final authority in
its discretion, subject to the provisions of the Plan and in particular to the
provisions of subparagraph (a) of paragraph 6, to determine the employees to
whom and the time or times at which options shall be granted and the number of
shares and purchase price of Common Stock covered by each option; to construe
and interpret the Plan; to determine the terms and provisions of the respective
option agreements, which need not be identical, including, but without
limitation, terms covering the payment of the option price; and to make all
other determinations and take all other actions deemed necessary or advisable
for the proper administration of the Plan. All such actions and determinations
shall be conclusively binding for all purposes and upon all persons.
4. Common Stock Subject to Options. The aggregate number of shares of the
Company's Common Stock which may be issued upon the exercise of options granted
under the Plan shall not exceed 400,000 (900,000 as adjusted through June 5,
1996), subject to adjustment under
<PAGE> 2
the provisions of paragraph 7. The shares of Common Stock to be issued upon the
exercise of options may be authorized but unissued shares, shares issued and
reacquired by the Company, or shares bought on the market for the purposes of
the Plan. In the event any option shall, for any reason, terminate or expire or
be surrendered without having been exercised in full, the shares subject to such
option but not purchased thereunder shall again be available for options to be
granted under the Plan. Subject to adjustments under paragraph 7, options for no
more than 16,000 shares (36,000 as adjusted through June 5, 1996), may be
granted under this or any other Plan of the Company to any one person in any
calendar year.
5. Participants. Options and tax benefit rights may be granted under the
Plan to: (a) any person who is an officer or employee (including officers and
employees who are directors) of the Company or any of its subsidiaries; and (b)
directors of the Company who are not employees of the Company only as provided
in subparagraph (a) of paragraph 6 of the Plan.
6. Terms and Conditions of Options. Any option granted under the Plan
shall be evidenced by an agreement executed by the Company and the applicable
director, officer, or employee and shall contain such terms and be in such form
as the Committee may from time to time approve, consistent with the terms of
the Plan and specifically subject to the following limitations and conditions.
(a) Non-Employee Director Options. Subject to adjustment as provided in
paragraph 7, an option to purchase 3,500 shares of Common stock shall be
granted automatically on June 30 and December 31, of each year, to each
director of the Company who is not an employee of the Company or any of its
subsidiaries. Stock options awarded under this paragraph shall be subject to
such terms and conditions, consistent with the other provisions of the Plan, as
may be determined by the Committee in its sole discretion. The per share price
of each option awarded pursuant to this paragraph shall be 100 percent of: (i)
if Common Stock is not then listed and traded on a recognized securities
exchange, the mean of the bid and asked quotations for Common Stock on the Date
of Grant (as reported by a recognized stock quotation service) or, if there is
no bid or asked quotation on the Date of Grant, the mean of the bid and asked
quotations on the date nearest preceding the Date of Grant; or (ii) if Common
Stock is then listed and traded on a recognized securities exchange, the mean
of the highest and lowest sales prices at which shares of Common Stock were
traded on that exchange on the Date of Grant or, if Common Stock was not traded
on the Date of Grant, the mean of such prices on the date nearest preceding the
Date of Grant. The exercise price for each share purchased pursuant to an
option granted under the Plan shall be payable in cash or in shares of Common
Stock (including Common Stock to be received upon a simultaneous exercise) or
other consideration substantially equivalent to cash. When appropriate
arrangements are made with a broker or other institution, payment may be made
by a properly executed exercise notice directing delivery of shares to a
broker, together with irrevocable instructions to the broker to deliver
promptly to the Company the amount of sale or loan proceeds to pay the exercise
price. Except as provided in this subparagraph, no director who is not an
employee of the Company or any other person shall have any claim to be granted
any option under the Plan. Nothing in the Plan shall prevent the Company from
adopting or continuing in effect other or additional compensation arrangements.
The grant of an option under the Plan shall not be considered to give a
director the right to be retained as a director of the Company or to continue
as a director of the Company.
(b) Option Price. Other than for awards to directors who are not
employees of the Company or any of its subsidiaries, the per share price of
each option awarded pursuant to the Plan shall be determined by the Committee
but shall not be less than 85 percent of the fair market value of a share of
Common Stock on the Date of Grant. For purposes of this subparagraph, fair
market value shall be as determined by the Committee and that determination
shall be binding on the Company and the Optionee. The Committee may base that
determination on: (i) if Common Stock is not then listed and traded on a
recognized securities exchange, the mean of the bid and asked quotations for
Common Stock on the Date of Grant (as reported by a recognized stock quotation
service) or, if there is no bid or asked quotation on the Date of Grant,
the mean of the bid and asked quotations on the date nearest preceding the Date
of Grant; (ii) if Common Stock is then listed and traded on a recognized
securities exchange, the mean of the highest and lowest sales prices at which
shares of Common Stock were traded on that exchange on the Date of Grant or, if
Common Stock was not traded on the Date of Grant, the mean of such prices on
the date
<PAGE> 3
nearest preceding the Date of Grant, and (iii) any other factors that
the Committee deems appropriate.
(c) Option Period. The expiration date of each option shall be fixed by
the Committee, but, notwithstanding any provision of the Plan to the contrary,
such expiration date shall be more than ten (10) years from the Date of Grant.
(d) Vesting of Shareholder Rights. Neither an Optionee nor his successor
shall have any of the rights of a shareholder of the Company until the
certificates evidencing the shares purchased are properly delivered to such
Optionee or his successor.
(e) Exercise of Option. Each option shall be exercisable from time to
time over a period beginning on the Date of Grant and ending upon the
expiration or termination of the option; provided that the Committee may, by
the provisions of any option agreement, limit the number of shares that may be
purchased pursuant to an option in any period or periods of time during which
the option is exercisable. An option shall not be exercisable in whole or in
part prior to the date of shareholder approval of the Plan.
(f) Nontransferability of Option. No option shall be transferable or
assignable by an Optionee, other than by will or the laws of descent and
distribution, and each option shall be exercisable during the Optionee's
lifetime only by him. No option shall be pledged or hypothecated in any way
and no option shall be subject to execution, attachment, or similar process
except with the express consent of the Committee.
(g) Termination of Employment or Directorship. Upon termination of an
Optionee's employment with the Company or any of its subsidiaries or
termination of service as a director of the Company, an Optionee may only
purchase those Shares for which options were exercisable at the date of his
termination and all such options shall expire unless exercised within 90 days
after the date of his termination. The award of an option to any participant
shall not alter in any way the Company's or the relevant subsidiary's rights to
terminate the Optionee's employment or directorship at any time for any reason,
nor shall it confer upon an Optionee any rights or privileges except as
specifically provided in the Plan.
(h) Death of Optionee. If an Optionee dies while in the employ of the
Company or any of its subsidiaries or while serving as a director of the
Company, the Optionee's successor in interest may purchase only those for which
options were exercisable at the date of death and such options shall expire
unless exercised by the successor within one year of the date of death.
7. Adjustments.
(a) In the event that the outstanding shares of Common Stock of the
Company are hereafter increased or decreased or changed into or exchanged for a
different number or kind of shares or other securities of the Company or of
another corporation, by reason of a recapitalization, reclassification, stock
split-up, combination of shares, or dividend or other distribution payable in
capital stock, appropriate adjustment shall be made by the Committee in the
number and kind of shares for the purchase of which options may be granted
under the Plan. In addition, the Committee shall make appropriate adjustment
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 holder of the option shall, to the extent
practicable, be maintained as before the occurrence of such event. Such
adjustment in outstanding options shall be made without change in the total
price applicable to the unexercised portion of the option but with a
corresponding adjustment in the option price per share.
(b) In the event of the dissolution or liquidation of the Company, any
option granted under the Plan shall terminate as of a date to be fixed by the
Committee, provided that not less than 30 days' written notice of the date so
fixed shall be given to each optionee and each such optionee shall have the
right during such period to exercise his option as to all or any part of the
shares covered thereby including shares as to which such option would not
otherwise be exercisable by reason of an insufficient lapse of time.
<PAGE> 4
(c) In the event of a Reorganization (as hereinafter defined) in which the
company is not the surviving or acquiring company, or in which the Company is
or becomes a wholly-owned subsidiary of another company after the effective
date of the Reorganization, then the committee shall adjust the shares under
such outstanding and unexercised stock options (and shall adjust the shares
remaining under the Plan which are then available to the Option under the Plan)
in a manner not inconsistent with the provisions of the Reorganization
Agreement for the adjustment, change, conversion, or exchange of such stock and
such options.
The term "Reorganization" as used in this subparagraph (c) of this
paragraph 7 shall mean any statutory merger, statutory consolidation, sale of
all or substantially all of the assets of the Company, or sale, pursuant to an
agreement with the Company, or securities of the Company pursuant to which the
Company is or becomes a wholly-owned subsidiary of another company after the
effective date of the Reorganization.
(d) Adjustments and determinations under this paragraph 7 shall be made by
the Committee, whose decisions as to what adjustments or determinations shall
be made, and the extent thereof, shall be final, binding, and conclusive.
8. Tax Benefit Rights. A Participant may be granted Tax Benefit Rights
under the Plan to encourage a Participant to exercise Options and provide
certain tax benefits to the Company.
(a) Grant. A Tax Benefit Right entitles a Participant to receive from the
Company or a Subsidiary a cash payment not to exceed the amount calculated by
multiplying the ordinary income, if any, realized by the Participant for
federal tax purposes as a result of the exercise of a nonqualified stock option
by the maximum federal income tax rate (including any surtax or similar charge
or assessment) for corporations, plus the applicable state and local tax
imposed on the exercise of the Option.
(b) Restrictions. A Tax Benefit Right may be granted only with respect to
a stock option issued and outstanding or to be issued under the Plan or any
other plan of the Company or its Subsidiaries that has been approved by the
shareholders as of the date of the Plan and may be granted concurrently with or
after the grant of the stock option. Such rights with respect to outstanding
incentive stock options under Section 422 of the Code shall be issued only with
the consent of the Participant if the effect would change the date of grant or
the exercise price, or otherwise impair the Participant's existing stock
options. A stock option to which a Tax Benefit Right has been attached shall
not be exercisable by an officer or employee subject to Section 16 of the
Securities Exchange Act of 1934 for a period of six months from the date of the
grant of the option.
(c) Terms and Conditions. The Committee shall determine the terms and
conditions of any Tax Benefit Rights granted and the Participants to whom such
rights will be granted with respect to stock options under the Plan or any
other plan of the Company. The Committee may amend, cancel, limit the term of,
or limit the amount payable under a Tax Benefit Right at any time prior to the
exercise of the related stock option, unless otherwise provided under the terms
of the Tax Benefit Right. The net amount of a Tax Benefit Right, subject to
withholding, may be used to pay a portion of the stock option price, unless
otherwise provided by the Committee. The provisions of Section 9 with respect
to stock-based tax withholding shall also apply to any tax benefit rights
granted under the Plan.
<PAGE> 5
9. Restrictions on Issuing Shares.
(a) Withholding. The Company or a subsidiary shall be entitled to (a)
withhold and deduct from future wages of a Participant (or from other amounts
that may be due and owing to a Participant from the Company or the subsidiary),
or make other arrangements for the collection of, all legally required amounts
necessary to satisfy any and all federal, state and local withholding and
employment-related tax requirements attributable to an Option including,
without limitation, the grant, exercise or vesting of, or payment of dividends
with respect to, an Option; or (b) require a Participant promptly to remit the
amount of such withholding to the Company before taking any action with respect
to an Option. Unless the Committee determines otherwise, withholding may be
satisfied by withholding Common Stock to be received upon exercise or by
delivery to the Company of previously owned Common Stock. The Company may
establish such rules and procedures concerning timing of any withholding
election as it deems appropriate to comply with Rule 16b-3 under the Act.
(b) Compliance With Laws; Listing and Registration of Shares. All Options
granted under the Plan (and all issuances of Common Stock or other securities
under the Plan) shall be subject to applicable laws, rules and regulations, and
to the requirement that if at any time the Committee determines, in its sole
discretion, that the listing, registration or qualification of the shares
covered thereby upon any securities exchange or under any state or federal law,
or the consent or approval of any governmental regulatory body, is necessary or
desirable as a condition of, or in connection with, the granting of such Option
or the issue or purchase of shares thereunder, such Option may not be exercised
in whole or in part, or the restrictions on such Option shall not lapse, unless
and until such listing, registration, qualification, consent or approval shall
have been effected or obtained free of any conditions not acceptable to the
Committee.
10. Use of Proceeds. The proceeds received by the Company from the sale
of Common Stock pursuant to the exercise of options granted under the Plan
shall be added to the Company's general funds and used for general corporate
purposes.
11. Amendment, Suspension and Termination of Plan. The Board may at any
time suspend or terminate the Plan. The Board may amend the Plan from time to
time in such respects as the Board may deem advisable for the options granted
under the Plan to conform to any changes in law or any other respect which the
Board may deem to be in the best interests of the Company; provided, that: (a)
the provisions of subparagraph (a) of paragraph 6 may not be amended more than
once every six months, other than to conform to changes in the Internal Revenue
Code of 1986, as amended, the Employee Retirement Income Security Act of 1974,
as amended, or the rules issued under either of such statutes; and (b) without
approval of the shareholders of the Company representing a majority of the
voting power, no such amendment shall (i) except as specified in paragraph 7,
increase the maximum number of shares for which options may be granted under
the Plan, (ii) change the provisions of subparagraph (b) of paragraph 6
relating to the establishment of the option price, (iii) change the provisions
of subparagraph (c) of paragraph 6 relating to the expiration date of each
option, or (iv) change the provisions of the third sentence of this paragraph
11 relating to the term of the Plan. Unless the Plan is terminated earlier by
the Board or as provided in paragraph 12, the Plan shall terminate ten years
after the effective date of the Plan. No option may be granted during any
suspension or after the termination of the Plan. Except as provided in
paragraph 12, no amendment, suspension, or termination of the Plan shall,
without an Optionee's consent, alter or impair any of the rights or obligations
under any option previously granted to that Optionee under the Plan.
12. Effective Date of Plan and Shareholder Approval. The effective date
of the Plan is March 28, 1988, the date of its approval by the Board; provided,
however, if the Plan is not approved by such shareholders before December 31,
1988, the Plan shall terminate and any options granted thereunder shall be void
and have no force or effect.
<PAGE> 1
EXHIBIT 10.2
SPARTAN MOTORS, INC.
1994 INCENTIVE STOCK OPTION PLAN
1. PURPOSE.
The purpose of the Spartan Motors, Inc. 1994 Incentive Stock Option Plan
(the "Plan") is to give officers and key employees (collectively referred to
herein as "Key Employees") of Spartan Motors, Inc., a Michigan corporation (the
"Company"), an opportunity to acquire shares of the common stock of the
Company, $.01 par value ("Common Stock"), to provide an incentive for Key
Employees to continue to promote the best interests of the Company and enhance
its long-term performance, and to provide an incentive for Key Employees to
join or remain with the Company.
2. ADMINISTRATION.
(a) Compensation Committee. The Plan shall be administered by the
Compensation Committee ("Committee") appointed by the Board of Directors (the
"Board") and composed of not less than three members of the Board. No member
of the Board may exercise discretion with respect to, or participate in, the
administration of the Plan if, at any time within one year prior to such
exercise or participation, he or she has received stock, stock options, stock
appreciation rights or any other derivative security pursuant to the Plan or
any other plan of the Company or any affiliate thereof, as which any discretion
is exercised.
(b) Powers. Within the limits of the express provisions of the Plan, the
Committee shall determine:
(i) the Key Employees to whom awards hereunder shall
be granted;
(ii) the time or times at which such awards shall be
granted;
(iii) the form and amount of the awards; and
(iv) the limitations, restrictions and conditions applicable
to any such award.
-1-
<PAGE> 2
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 contributions to the Company's success and such other
factors as the Committee in its discretion shall deem relevant.
(c) Interpretations. Subject to the express provisions of the Plan, the
Committee may interpret the Plan, prescribe, amend and rescind rules and
regulations relating to it, determine the terms and provisions of the
respective awards and make all other determinations it deems necessary or
advisable for the administration of the Plan.
(d) Determinations. The determinations of the Committee on all matters
regarding the Plan shall be conclusive. A member of the Committee shall only
be liable for any action taken or determination made in bad faith.
(e) Nonuniform Determinations. The Committee's determinations under the
Plan, including without limitation, determinations as to the persons to receive
awards, the terms and provisions of such awards and the agreements evidencing
the same, need not be uniform and may be made by it selectively among persons
who receive or are eligible to receive awards under the Plan, whether or not
such persons are similarly situated.
3. AWARDS UNDER THE PLAN.
(a) Form. Awards under the Plan shall be in the form of Incentive Stock
Options.
(b) Maximum Limitations. The aggregate number of shares of Common Stock
available for grant under the Plan is 2,000,000, subject to adjustment pursuant
to Section 7. Shares of Common Stock issued pursuant to the Plan shall be
authorized but unissued shares of the Company. In the event that, prior to the
end of the period during which Incentive Stock Options may be granted under the
Plan, any Incentive Stock Option under the Plan expires unexercised or is
terminated, surrendered or canceled, without being exercised, in whole or in
part, for any reason, the number of shares theretofore subject to such
Incentive Stock Option, or the unexercised, terminated, forfeited or unearned
portion thereof, shall be added to the remaining number of shares of Common
Stock available for grant as an Incentive Stock Option under the Plan,
including a grant to a former holder of such Incentive Stock Option, upon such
terms and conditions as the Committee shall determine, which terms may be more
or less favorable than those applicable to such former Incentive Stock Option.
(c) Ten Percent Shareholder. Notwithstanding any other provision herein
contained, no Key Employee may receive an Incentive Stock Option under the Plan
if such employee, at the time the award is granted, owns (as defined in Section
424(d) of the Internal Revenue Code of 1986, as amended (the "Code")) stock
possessing more than 10% of the total combined voting power of all classes of
stock of the Company, unless the option price for such Incentive Stock Option
is at least 110% of the fair market value of the Common Stock subject to such
Incentive Stock Option on the date of grant and such Option is not exercisable
after the date five years from the date such Option is granted.
-2-
<PAGE> 3
4. INCENTIVE STOCK OPTIONS.
It is intended that Incentive Stock Options granted under the Plan shall
constitute Incentive Stock Options within the meaning of Section 422 of the
Code. Incentive Stock Options may be granted under the Plan for the purchase
of shares of Common Stock. Incentive Stock Options shall be in such form and
upon such conditions as the Committee shall from time to time determine,
subject to the following:
(a) Option Prices. The option price of each Incentive Stock Option shall
be at least 100% of the fair market value of the Common Stock subject to such
Incentive Stock Option on the date of grant.
(b) Terms of Options. No Incentive Stock Option shall be exercisable
after the date ten years from the date such Incentive Stock Option is granted.
(c) Limitation on Amounts. The aggregate fair market value (determined
with respect to each Incentive Stock Option as of the time such Incentive Stock
Option is granted) of the capital stock with respect to which Incentive Stock
Options are exercisable for the first time by a Key Employee during any
calendar year (under this Plan or any other plan of the Company) shall not
exceed $100,000.
5. PROVISIONS APPLICABLE TO INCENTIVE STOCK OPTIONS.
(a) Exercise. Incentive Stock Options shall be subject to such terms and
conditions, shall be exercisable at such time or times, and shall be evidenced
by such form of written option agreement between the optionee and the Company,
as the Committee shall determine; provided, that such determinations are not
inconsistent with the other provisions of the Plan, and with Section 422 of the
Code or regulations thereunder.
(b) Manner of Exercise of Options and Payment for Common Stock.
Incentive Stock Options may be exercised by an optionee by giving written
notice to the Secretary of the Company stating the number of shares of Common
Stock with respect to which the Incentive Stock Option is being exercised and
tendering payment therefor. At the time that an Incentive Stock Option granted
under the Plan, or any part thereof, is exercised, payment for the Common Stock
issuable thereupon shall be made in full in cash or by certified check or, if
the Committee in its discretion agrees to accept, in shares of Common Stock of
the Company (the number of such shares paid for each share subject to the
Incentive Stock Option, or part thereof, being exercised shall be determined by
dividing the option price by the fair market value per share of the Common
Stock on the date of exercise). As soon as reasonably possible following such
exercise, a certificate representing shares of Common Stock purchased,
registered in the name of the optionee shall be delivered to the optionee.
6. TRANSFERABILITY.
-3-
<PAGE> 4
No Incentive Stock Option may be transferred, assigned, pledged or
hypothecated (whether by operation of law or otherwise), except as provided by
will or the applicable laws of descent or distribution, and no Incentive Stock
Option shall be subject to execution, attachment or similar process. Any
attempted assignment, transfer, pledge, hypothecation or other disposition of
an Incentive Stock Option or levy of attachment or similar process upon the
Incentive Stock Option not specifically permitted herein shall be null and void
and without effect. An Incentive Stock Option may be exercised only by a Key
Employee during his or her lifetime, or pursuant to Section 10(c), by his or
her estate or the person who acquires the right to exercise such Incentive
Stock Option upon his or her death by bequest or inheritance.
7. ADJUSTMENT PROVISIONS.
The aggregate number of shares of Common Stock with respect to which
Incentive Stock Options may be granted, the aggregate number of shares of
Common Stock subject to each outstanding Incentive Stock Option and the option
price per share of each such Incentive Stock Option, may all be appropriately
adjusted as the Committee may determine for any increase or decrease in the
number of shares of issued Common Stock resulting from a subdivision or
consolidation of shares, whether through reorganization, recapitalization,
stock split-up, stock distribution or combination of shares, or the payment of
a share dividend or other increase or decrease in the number of such shares
outstanding effected without receipt of consideration by the Company.
Adjustments under this Section 7 shall be made according to the sole discretion
of the Committee, and its decisions shall be binding and conclusive.
8. DISSOLUTION, MERGER AND CONSOLIDATION.
Upon the dissolution or liquidation of the Company, or upon a merger or
consolidation of the Company in which the Company is not the surviving
corporation, each Incentive Stock Option granted hereunder shall expire as of
the effective date of such transaction; provided, however, that the Committee
shall give at least 30 days' prior written notice of such event to each
optionee during which time he or she shall have a right to exercise his or her
wholly or partially unexercised Incentive Stock Option and, subject to prior
expiration pursuant to Section 10(b) or (c), each Incentive Stock Option shall
be exercisable after receipt of such written notice and prior to the effective
date of such transaction.
9. EFFECTIVE DATE AND CONDITIONS SUBSEQUENT TO EFFECTIVE DATE.
The Plan shall become effective on the date of the approval of the Plan by
the shareholders of the Company; provided, however, that the adoption of the
Plan is subject to such shareholder approval within twelve (12) months before
or after the date of adoption of the Plan by the Board. The Plan shall be null
and void and of no effect if the foregoing condition is not fulfilled, and in
such event each Incentive Stock Option granted hereunder shall, notwithstanding
any of the preceding provisions of the Plan, be null and void and of no effect.
No grant or award shall be made under the Plan more than ten years from
the earlier of the date of adoption of the Plan by the Board and shareholder
approval hereof; provided,
-4-
<PAGE> 5
however, that the Plan and all Incentive Stock Options granted under the Plan
prior to such date shall remain in effect and subject to adjustment and
amendment as herein provided until they have been satisfied or terminated in
accordance with the terms of the respective grants or awards and the related
agreements.
10. TERMINATION OF EMPLOYMENT.
(a) Each Incentive Stock Option shall, unless sooner expired pursuant to
Section 10(b) or (c) below, expire on the first to occur of the tenth
anniversary of the date of grant thereof and the expiration date set forth in
the applicable option agreement.
(b) An Incentive Stock Option shall expire on the first to occur of the
applicable date set forth in paragraph (a) next above and the date that the
employment of the Key Employee with the Company terminates for any reason other
than death or disability. Notwithstanding the preceding provisions of this
paragraph, the Committee, in its sole discretion, may, by written notice given
to an ex-employee, permit the ex-employee to exercise Incentive Stock Options
during a period following his or her termination of employment, which period
shall not exceed three months. In no event, however, may the Committee permit
an ex-employee to exercise an Incentive Stock Option after the expiration date
contained in the agreement evidencing such Incentive Stock Option.
(c) If the employment of a Key Employee with the Company terminates by
reason of disability (as defined in Section 422(c)(6) of the Code and as
determined by the Committee) or by reason of death, his or her Incentive Stock
Options shall expire on the first to occur of the date set forth in paragraph
(a) of this Section 10 and the first anniversary of such termination of
employment.
11. MISCELLANEOUS.
(a) Legal and Other Requirements. The obligation of the Company to sell
and deliver Common Stock under the Plan shall be subject to all applicable
laws, regulations, rules and approvals, including, but not by way of
limitation, the effectiveness of a registration statement under the Securities
Act of 1993 if deemed necessary or appropriate by the Company. Certificates
for shares of Common Stock issued hereunder may be legended as the Committee
shall deem appropriate.
(b) No Obligation to Exercise Options. The granting of an Incentive
Stock Option shall impose no obligation upon an optionee to exercise such
Incentive Stock Option.
(c) Termination and Amendment of Plan. The Board, without further action
on the part of the shareholders of the Company, may from time to time alter,
amend or suspend the Plan or any Incentive Stock Option granted hereunder or
may at any time terminate the Plan, except that it may not, without the
approval of the shareholders of the Company (except to the extent provided in
Section 7 hereof):
-5-
<PAGE> 6
(i) Materially increase the total number of shares of Common
Stock available for grant under the Plan except as provided in
Section 7.
(ii) Materially modify the class of eligible employees under
the Plan;
(iii) Materially increase benefits to any Key Employee who is
subject to the restrictions of Section 16 of the Securities
Exchange Act of 1934; or
(iv) Effect a change relating to Incentive Stock Options
granted hereunder which is inconsistent with Section 422 of the
Code or regulations issued thereunder.
No action taken by the Board under this Section, either with or without the
approval of the shareholders of the Company, may materially and adversely
affect any outstanding Incentive Stock Option without the consent of the holder
thereof.
(d) Application of Funds. The proceeds received by the Company from the
sale of Common Stock pursuant to Incentive Stock Options will be used for
general corporate purposes.
(e) Withholding Taxes. In the event that the optionee disposes of any
Common Stock acquired by the exercise of an Incentive Stock Option within the
two-year period following grant, or within the one-year period following
exercise, of the Incentive Stock Option, the Company shall have the right to
require the optionee to remit to the Company an amount sufficient to satisfy
all federal, state and local withholding tax requirements as a condition to the
registration of the transfer of such Common Stock on its books. Whenever under
the Plan payments are to be made by the Company in cash or by check, such
payments shall be net of any amounts sufficient to satisfy all federal, state
and local withholding tax requirements.
(f) Right to Terminate Employment. Nothing in the Plan or any agreement
entered into pursuant to the Plan shall confer upon any Key Employee or other
optionee the right to continue in the employment of the Company or affect any
right which the Company may have to terminate the employment of such Key
Employee or other optionee.
(g) Rights as a Shareholder. No optionee shall have any rights as a
shareholder unless and until certificates for shares of Common Stock are issued
to him or her.
(h) Notices. Every direction, revocation or notice authorized or
required by the Plan shall be deemed delivered to the Company (1) on the date
it is personally delivered to the Secretary of the Company at its principal
executive offices or (2) 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 (1) on the date it is
personally delivered to him or her or (2) 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.
-6-
<PAGE> 7
(i) Applicable Law. All questions pertaining to the validity,
construction and administration of the Plan and Incentive Stock Options granted
hereunder shall be determined in conformity with the laws of the state of
Michigan, to the extent not inconsistent with Section 422 of the Code and
regulations thereunder.
DATED this _______ day of _________________, 1994.
SPARTAN MOTORS, INC.
By:
Its:
-7-
<PAGE> 1
EXHIBIT 10.3
SPARTAN MOTORS, INC.
1996 STOCK OPTION AND RESTRICTED STOCK PLAN
FOR OUTSIDE MARKET ADVISORS
SECTION 1
Establishment of Plan; Purpose of Plan
1.1 Establishment of Plan. Spartan Motors, Inc. hereby establishes the
1996 Stock Option and Restricted Stock Plan for Outside Market Advisors (the
"Plan"). The Plan permits the grant or award of Options and Restricted Stock.
1.2 Purpose of Plan. The purpose of the Plan is to provide those
individuals who provide marketing, promotion and product development advice and
counsel to the Company or its subsidiaries with the right to receive or
purchase the Common Stock of the Company so as to join the interests of these
persons with the interests of Spartan Motors, Inc. and its shareholders through
the increased opportunity for stock ownership.
SECTION 2
Definitions
The following words have the following meanings unless a different meaning
is plainly required by the context:
2.1 "Act" means the Securities Exchange Act of 1934, as amended.
2.2 "Board" means the Board of Directors of the Company.
2.3 "Code" means the Internal Revenue Code of 1986, as amended.
2.4 "Committee" means the Stock Option Plan Committee of the Board or
such other committee as the Board shall designate to administer the Plan. The
Committee shall consist of at least two members of the Board appointed by the
Board all of whom shall be "disinterested persons" as defined in Rule 16b-3
under the Act.
2.5 "Common Stock" means the common stock, $.01 par value, of the Company.
2.6 "Company" means Spartan Motors, Inc., a Michigan corporation.
2.7 "Competition" means participation, directly or indirectly, in the
ownership, management, financing or control of any business that is the same as
or similar to the present or future businesses of the Company or its parent or
any Subsidiary. Such participation could be by way of employment, consulting
services, directorship or officership. Ownership of less than five percent
(5%) of the shares of any corporation whose shares are traded publicly on any
national or regional stock exchange or over the counter shall not be deemed
Competition.
<PAGE> 2
2.8 "Incentive Award" means the award or grant of an Option or Restricted
Stock to a Participant under the Plan.
2.9 "Market Value" of any security on any given date means: (a) if the
security is listed for trading on one or more national securities exchanges
(including The NASDAQ National Market System), the mean of the highest and
lowest sales prices on the principal such exchange on the date in question, or
if such security shall not have been traded on such principal exchange on such
date, the last reported sales price on such principal exchange on the first day
prior thereto on which such security was so traded; or (b) if the security is
not listed for trading on a national securities exchange (including The NASDAQ
National Market System) but is traded in the over-the-counter market, the mean
of highest and lowest bid prices for such security on the date in question, or
if there are no such bid prices for such security on such date, the mean of the
highest and lowest bid prices on the first day prior thereto on which such
prices existed; or (c) if neither (a) nor (b) is applicable, the value as
determined by any means deemed fair and reasonable by the Committee, which
determination shall be final and binding on all parties.
2.10 "Option" means the right to purchase Common Stock at a stated price
for a specified period of time. For purposes of the Plan, an Option may not be
an incentive stock option within the meaning of Section 422(b) of the Code.
2.11 "Outside Market Advisor" means an individual who by reason of his or
her position or past or future dealings or knowledge of the Company or any of
its subsidiaries is in a position to provide marketing, promotion and product
development advice and counsel. The Board of Directors shall determine the
persons deemed to be Outside Market Advisors or the standard or method used to
determine the persons to be considered Outside Market Advisors.
2.12 "Participant" means an Outside Market Advisor who the Committee
determines is eligible to participate in the Plan and who is designated to be
granted an Incentive Award under the Plan.
2.13 "Restricted Period" means the period of time during which Restricted
Stock awarded under the Plan is subject to restrictions. The Restricted Period
may differ among Participants and may have different expiration dates with
respect to shares of Common Stock covered by the same Incentive Award.
2.14 "Restricted Stock" means Common Stock awarded to a Participant under
Section 6 of the Plan.
2.15 "Subsidiary" means any corporation of which a majority of the
outstanding voting stock is directly or indirectly owned or controlled by the
Company, or by one or more Subsidiaries.
SECTION 3
Administration
3.1 Power and Authority. The Committee shall administer the Plan, shall
have full power and authority to interpret the provisions of the Plan, and
shall have full power and authority to supervise the administration of the
Plan. All determinations, interpretations and selections made by the Committee
regarding the Plan shall be final and conclusive. The Committee shall hold its
meetings at such times and places as it deems advisable. Action may be taken
by a written instrument signed by all of the members of the Committee, and any
action so taken shall be fully as effective as if it had been taken at a
meeting duly called and held. The Committee shall make such rules and
regulations for the conduct of its business as it deems advisable. The members
of the Committee shall receive reasonable fees for their services.
3.2 Grants or Awards to Participants. In accordance with and subject to
the provisions of the Plan, the Committee shall have the authority to:
determine whether and when Incentive Awards will be granted, the persons or
entities to be granted Incentive Awards, the amount of Incentive Awards to be
granted to each person and the terms of the Incentive Awards to be granted;
vary and amend vesting
<PAGE> 3
schedules, if any; and waive any restrictions or conditions applicable to any
Incentive Award. Incentive Awards shall be granted or awarded by the
Committee, and Incentive Awards may be amended by the Committee consistent with
the Plan, provided that no such amendment may become effective without the
consent of the Participant, except to the extent that the amendment operates
solely to the benefit of the Participant.
3.3 Indemnification of Committee Members. Each person who is or shall
have been a member of the Committee shall be indemnified and held harmless by
the Company from and against any cost, liability or expense imposed or incurred
in connection with such person's or the Committee's taking or failing to take
any action under the Plan. Each such person shall be justified in relying upon
information furnished in connection with the Plan's administration by any
appropriate person or persons.
SECTION 4
Shares Subject to the Plan
4.1 Number of Shares. Subject to adjustment as provided in subsection 4.2
of the Plan, a maximum of 200,000 shares of Common Stock shall be available for
Incentive Awards under the Plan, with a maximum of 30,000 shares available for
issuance in any one year. Such shares shall be authorized and unissued shares.
4.2 Adjustments. If the number of shares of Common Stock outstanding
changes by reason of a stock dividend, stock split, recapitalization, merger,
consolidation, combination, exchange of shares or any other change in the
corporate structure or shares of the Company, the aggregate number and class of
shares available for grants or awards under the Plan, together with the Option
prices, shall be appropriately adjusted. No fractional shares shall be issued
pursuant to the Plan, and any fractional shares resulting from adjustments
shall be eliminated from the respective Incentive Award, with an appropriate
cash adjustment for the value of any Incentive Awards eliminated. If an
Incentive Award is canceled, surrendered, modified, expired or terminated
during the term of the Plan but prior to the exercise or vesting of the
Incentive Award in full, the shares subject to but not delivered under such
Incentive Award shall be available for other Incentive Awards.
SECTION 5
Options
5.1 Grant. A Participant may be granted one or more Options under the
Plan. Options shall be subject to such terms and conditions, consistent with
the other provisions of the Plan, as shall be determined by the Committee in
its sole discretion. The Committee may vary, among Participants and among
Options granted to the same Participant, any and all of the terms and
conditions of the Options granted under the Plan. The Committee shall have
complete discretion in determining the number of Options granted to each
Participant.
5.2 Option Agreements. Each Option shall be evidenced by an Option
agreement containing such terms and conditions, consistent with the provisions
of the Plan, as the Committee from time to time determines. Option Agreements
may be amended by the Committee consistent with the Plan, but no such amendment
shall be effective as to a Participant without the Participant's consent unless
the amendment operates solely to the benefit of the Participant.
5.3 Option Price. The per share Option price shall not be less than the
Market Value on the date of grant. The date of grant of an Option shall be the
date the Option is authorized by the Committee or such future date specified by
the Committee as the date for issuing the Option.
<PAGE> 4
5.4 Medium and Time of Payment. The exercise price for each share
purchased pursuant to an Option granted under the Plan shall be payable in cash
or, if the Committee consents, in shares of Common Stock (including Common
Stock to be received upon a simultaneous exercise). The time and terms of
payment may be amended with the consent of the Participant before or after
exercise of the Option, but such amendment shall not reduce the Option price.
The Committee may from time to time authorize payment of all or a portion of
the Option price in the form of a promissory note or installments according to
such terms as the Committee may approve. The Board may restrict or suspend the
power of the Committee to permit such loans and may require that adequate
security be provided.
5.5 Limits on Exercisability. Options shall be exercisable for such
periods as may be fixed by the Committee, not to exceed ten years from the
grant date. At the time of the exercise of an Option, the holder of the
Option, if requested by the Committee, must represent to the Company that the
shares are being acquired for investment and not with a view to the
distribution thereof. The Committee may also vary, among Participants and among
Options granted to the same Participant, any and all of the terms and
conditions of Options granted under the Plan.
5.6 Transferability.
(a) General. Unless the Committee otherwise consents or unless the
terms of the Option agreement provide otherwise, no Option granted under the
Plan may be sold, transferred, pledged, assigned or otherwise alienated or
hypothecated, other than by will or by the laws of descent and distribution if
the participant is a natural person. In addition, all Options granted to a
Participant during the Participant's lifetime shall be exercisable during the
Participant's lifetime only by such Participant, his guardian, or legal
representative.
(b) Other Restrictions. The Committee may impose such restrictions
on any shares of Common Stock acquired pursuant to the exercise of an Option
under the plan as it deems advisable, including, without limitation,
restrictions under applicable federal or state securities laws.
5.7 Restrictions on Exercise.
(a) General. The Committee may impose such restrictions as it deems
appropriate on the Participant's right to exercise any options granted. Such
restrictions shall be specified in the Option Agreement entered into with the
participant under Section 5.2.
(b) Specific Restrictions. Notwithstanding the Committee's right to
impose additional restrictions under Section 5.7(a), the following restrictions
shall also apply:
(i) If the Participant ceases to be an Outside Market Advisor
for any reason other than death or disability, the Option issued to such
Participant shall no longer be exercisable. If a Participant dies or becomes
disabled, the Option shall be exercisable by the Participant or personal
representative for a period of three months after the date the Participant
ceases to be an Outside Market Advisor, but only to the extent that the
Participant was entitled to exercise the option on the date Participant ceases
to be an Outside Market Advisor, unless the Option Agreement provides otherwise
or the Committee otherwise consents;
(ii) If the Committee determines that the Participant
has entered into Competition with the Company or any of its subsidiaries, the
Participant's right to exercise any outstanding options shall terminate as of
that date of entry into Competition. The Committee shall have sole discretion
in making such determination.
SECTION 6
Restricted Stock
<PAGE> 5
6.1 Grant. A Participant may be granted Restricted Stock under the Plan.
Restricted Stock shall be subject to such terms and conditions, consistent with
the other provisions of the Plan, as shall be determined by the Committee in
its sole discretion. Restricted Stock shall be awarded on the condition that
the Participant continues to perform certain services or meets certain
requirements as provided by the Committee in the Restricted Stock Agreement.
6.2 Restricted Stock Agreements. Each award of Restricted Stock shall be
evidenced by a Restricted Stock Agreement containing such terms and conditions,
consistent with the provisions of the Plan, as the Committee from time to time
determines. Restricted Stock Agreements may be amended by the Committee
consistent with the Plan, but no such amendment shall be effective as to a
Participant without the Participant's consent unless the amendment operated
solely for the benefit of the Participant.
6.3 Termination of Outside Market Advisor Status. In addition to any
restrictions that the Committee may impose on the award of Restricted Stock the
following restrictions shall apply:
(a) Competition. If the Committee determines that the Participant
has entered into Competition with the Company or any of its subsidiaries or
ceases to be an Outside Market Advisor other than by reason of death or
disability, then any shares of Restricted Stock still subject to restrictions
on the date of such determination shall automatically be forfeited and returned
to the Company.
(b) Death or Disability. Unless the terms of the Restricted Stock
agreement or grant provide otherwise, in the event a Participant is no longer
an Outside Market Advisor because of death or disability during the Restricted
Period, the Participant's right to all of the Participant's Restricted Stock
shall vest as of the date of death or disability, and the Participant's
Restricted Stock may be transferred free of any restrictions under the Plan,
except any restrictions as the Company may reasonably specify to ensure
compliance with federal and state securities laws.
6.4 Restrictions on Transferability.
(a) General. Unless the Committee otherwise consents or unless the
terms of the Restricted Stock agreement provide otherwise, shares of
Restricted Stock shall not be sold, exchanged, transferred, pledged or
otherwise disposed of by a Participant during the Restricted Period other than
to the Company pursuant to subsection 6.3 or 6.4(b) or by will or the laws of
descent and distribution.
(b) Surrender to the Company. If any sale, exchange, transfer,
pledge or other disposition, voluntary or involuntary, of Restricted Stock
that has not vested shall be made or attempted during the Restricted Period,
except as provided above in subsections 6.3 and 6.4(b), the Participant's
right to the Restricted Stock shall immediately cease and terminate, and the
Participant shall promptly surrender to the Company all such Restricted Stock
in the Participant's possession.
(c) Other Restrictions. The Committee may impose other restrictions
on any shares of Common Stock acquired pursuant to an award of Restricted
Stock as the Committee deems advisable, including, without limitation,
restrictions under applicable federal or state securities laws.
6.5 Rights as a Shareholder. During the Restricted Period, a Participant
shall have all rights of a shareholder with respect to his Restricted Stock,
including (a) the right to vote any shares at shareholders' meetings; (b) the
right to receive, without restriction, all cash dividends paid with respect to
such Restricted Stock; and (c) the right to participate with respect to such
Restricted Stock in any stock dividend, stock split, recapitalization or other
adjustment in the Common Stock of the Company or any merger, consolidation or
other reorganization involving an increase or decrease or adjustment in the
Common Stock of the Company. Any new, additional or different shares or other
security received by the Participant pursuant to any such stock dividend, stock
split, recapitalization or reorganization shall be subject to the same terms,
conditions and restrictions as those relating to the Restricted Stock for which
such shares were received.
6.6 Deposit of Certificates; Legending of Restricted Stock.
<PAGE> 6
(a) Deposit of Certificates. Any certificates evidencing shares of
Restricted Stock awarded pursuant to the Plan shall be registered in the name
of the relevant Participant and deposited, together with a stock power endorsed
in blank, with the Company. In the discretion of the Committee, any such
certificates may be deposited in a bank designated by the Committee or
delivered to the Participant. Certificates for shares of Restricted Stock that
have vested shall be delivered to the Participant upon request within a
reasonable period of time. The Participant shall sign all documents necessary
or appropriate to facilitate such delivery.
(b) Legend. Any certificates evidencing shares of Restricted Stock
awarded pursuant to the Plan shall bear the following legend:
The shares represented by this certificate were issued subject to certain
restrictions under the Spartan Motors, Inc. 1996 Stock Option and Restricted
Stock Plan for Outside Market Advisors (the "Plan"). A copy of the Plan is on
file in the office of the Secretary of Spartan Motors, Inc. This certificate
is held subject to the terms and conditions contained in a restricted stock
agreement that includes a prohibition against the sale or transfer of the stock
represented by this certificate except in compliance with that agreement, and
that provides for forfeiture upon certain events.
6.7 Representations and Warranties. A Participant who is awarded
Restricted Stock shall represent and warrant that the Participant is acquiring
the Restricted Stock for the Participant's own account and investment and
without any intention to resell or redistribute the Restricted Stock. The
Participant shall agree not to resell or redistribute such Restricted Stock
after the Restricted Period except upon such conditions as the Company may
reasonably specify to ensure compliance with federal and state securities laws.
SECTION 7
General Provisions
7.1 No Rights to Awards. No Participant or other person shall have any
claim to be granted any Incentive Award, and there is no obligation of
uniformity of treatment of Participants or holders or beneficiaries of
Incentive Awards. The terms and conditions of the Incentive Awards of the same
type and the determination of the Committee to grant a waiver or modification
of any Incentive Award and the terms and conditions thereof need not be the
same with respect to each Participant.
7.2 Compliance With Laws; Listing and Registration of Shares. All
Incentive Awards granted under the Plan (and all issuances of Common Stock or
other securities under the Plan) shall be subject to applicable laws, rules and
regulations, and to the requirement that if at any time the Committee
determines, in its sole discretion, that the listing, registration or
qualification of the shares covered thereby upon any securities exchange or
under any state or federal law, or the consent or approval of any governmental
regulatory body, is necessary or desirable as a condition of, or in connection
with, the granting of such Incentive Award or the issue or purchase of shares
thereunder, such Incentive Award may not be exercised in whole or in part, or
the restrictions on such Incentive Award shall not lapse, unless and until such
listing, registration, qualification, consent or approval shall have been
effected or obtained free of any conditions not acceptable to the Committee.
7.3 No Limit on Other Compensation Arrangements. Nothing contained in
the Plan shall prevent the Company or any Subsidiary from adopting or
continuing in effect other or additional compensation arrangements, including
the grant of options and other stock-based awards, and such arrangements may be
either generally applicable or applicable only in specific cases.
7.4 Governing Law. The validity, construction and effect of the Plan and
any rules and regulations relating to the Plan shall be determined in
accordance with the laws of the State of Michigan and applicable federal law.
<PAGE> 7
7.5 Severability. In the event any provision of the Plan shall be held
illegal or invalid for any reason, the illegality or invalidity shall not
affect the remaining parts of the Plan, and the Plan shall be construed and
enforced as if the illegal or invalid provision had not been included.
SECTION 8
Effective Date and Duration of the Plan
This Plan shall take effect February 27, 1996, subject to approval by the
shareholders at the 1996 Annual Meeting of Shareholders, or any adjournment
thereof or at a special meeting of shareholders. Unless earlier terminated by
the Board of Directors, the Plan shall terminate on February 26, 2006. No
Incentive Award shall be granted under this Plan after such date.
SECTION 9
Termination and Amendment
The Board may terminate the Plan at any time, or may from time to time
amend the Plan as it deems proper and in the best interests of the Company,
provided that without shareholder approval no such amendment may (a) materially
increase either the benefits to Participants under the Plan or the number of
shares that may be issued under the Plan; (b) materially modify the eligibility
requirements; (c) reduce the Option price (except pursuant to adjustments under
subsection 4.2); or (d) impair any outstanding Incentive Award without the
consent of the Participant, except according to the terms of the Incentive
Award. No termination, amendment, or modification of the Plan shall become
effective with respect to any Incentive Award previously granted under the Plan
without the prior written consent of the Participant holding such Incentive
Award unless such amendment or modification operates solely to the benefit of
the Participant.
<TABLE> <S> <C>
<ARTICLE> 5
<CIK> 0000743238
<NAME> SPARTAN MOTORS, INC.
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-START> JAN-01-1996
<PERIOD-END> JUN-30-1996
<CASH> 2,714,341
<SECURITIES> 8,977,963
<RECEIVABLES> 25,503,238
<ALLOWANCES> 589,000
<INVENTORY> 25,684,578
<CURRENT-ASSETS> 65,879,792
<PP&E> 12,245,689
<DEPRECIATION> 7,049,089
<TOTAL-ASSETS> 80,344,084
<CURRENT-LIABILITIES> 14,126,001
<BONDS> 5,974,520
0
0
<COMMON> 125,236
<OTHER-SE> 60,620,327
<TOTAL-LIABILITY-AND-EQUITY> 80,344,084
<SALES> 91,483,052
<TOTAL-REVENUES> 92,090,757
<CGS> 78,491,068
<TOTAL-COSTS> 78,491,068
<OTHER-EXPENSES> 9,473,034
<LOSS-PROVISION> 60,000
<INTEREST-EXPENSE> 239,358
<INCOME-PRETAX> 3,887,297
<INCOME-TAX> 1,532,000
<INCOME-CONTINUING> 2,355,297
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 2,355,297
<EPS-PRIMARY> .19
<EPS-DILUTED> .19
</TABLE>
