<PAGE>
<PAGE>
As filed with the Securities and Exchange Commission on
May 2, 1995.
- -----------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
__________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
__________
INTERMET CORPORATION
--------------------------------------------------
(Exact Name of Issuer as Specified in its Charter)
Georgia 58-1563873
_______________________________ _____________________
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification Number)
Suite 1600, 2859 Paces Ferry Road, Atlanta, Georgia 30339
---------------------------------------------------------
(Address of principal executive offices) (Zip Code)
John Doddridge
Chairman and Chief Executive Officer
INTERMET CORPORATION
Suite 1600
2859 Paces Ferry Road
Atlanta, Georgia 30339
(404) 431-6000
- -------------------------------------------------------------
(Name, Address and Telephone Number, including Area Code, of
Agent for Service)
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------
Proposed
Title of Securities Amount to Maximum Aggregate Amount of
To Be Registered Be Registered Offering Price Registration Fee
- ------------------- ------------- ------------------ ---------------
<S> <C> <C> <C>
Common Stock, $0.10 1,500,000 shares $11,812,500<F1> $4,073.29
par value
- -----------------------------------------------------------------------------------------------------------
<FN>
<F1> Determined in accordance with Rule 457(c) under the Securities Act of 1933,based on $7.875, the
average of the high and low sale prices quoted on The Nasdaq Stock Market on April 25, 1995.
</FN>
/TABLE
<PAGE>
<PAGE>
PART II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents are incorporated by reference into this
Registration Statement on Form S-8, and shall be deemed to be
incorporated by reference in the Registration Statement and to be a
part thereof from the date of filing of such documents:
(a) The Registrant's Annual Report on Form 10-K for the year
ended December 31, 1994;
(b) All other reports of the Registrant filed pursuant to
Section 13(a) or 15(d) of the Exchange Act since the end of
the fiscal year covered by the Form 10-K for the year ended
December 31, 1994;
(c) The description of Common Stock contained in the Company's
Registration Statement filed under Section 12 of the
Exchange Act, including all amendments or reports filed for
the purpose of updating such descriptions; and
(d) All other documents subsequently filed by the Registrant
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the
Exchange Act prior to filing of a post-effective amendment
which indicates that all securities offered pursuant to this
Registration Statement have been sold or which deregisters
all such securities that remain unsold.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
Attorneys of Kilpatrick & Cody who worked on this matter
beneficially own 8,623 shares of Registrant Common Stock as of
April 25, 1995.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
As permitted under Georgia law, the Registrant's Amended and
Restated Articles of Incorporation provide that a director shall not
be personally liable to the Registrant or its shareholders for
monetary damages for breach of duty or care or any other duty owed to
the Registrant as a director, except that such provision shall not
eliminate or limit the liability of a director (a) for any
appropriation, in violation of his duties, or any business opportunity
of the Registrant, (b) for acts or omissions which involve intentional
misconduct or a knowing violation of law, (c) for unlawful corporate
distributions or (d) for any transaction from which the director
received an improper benefit.
Article VII of the Bylaws of the Registrant authorize
indemnification of the Registrant's officers and directors for any
liability and expense incurred by them, in connection with or
resulting from any threatened, pending or completed legal action or
other proceeding or investigation by reason of his being or having
been an officer or director. An officer or director may only be
indemnified if he acted in good faith and in a manner he reasonably
believed to be in, or not opposed to, the best interests of the
Registrant, and, with respect to a criminal matter, he did not have
reasonable cause to believe that his conduct was unlawful. No officer
or director who has been adjudged liable for negligence or misconduct
in the performance of his corporate duties is entitled to
indemnification, unless and except to the extent that the court
reaching such a determination of liability, in view of all the
-2-<PAGE>
<PAGE>
relevant circumstances, shall also determine that despite such
liability such person is fairly and reasonably entitled to
indemnification.
Any officer or director who has been wholly successful on the
merits or otherwise in an action or proceeding in his official
capacity is entitled to indemnification by the Registrant as of right.
All other determinations in respect of indemnification shall be made
by either: (i) a majority vote of a quorum of disinterested
directors; (ii) independent legal counsel selected in accordance with
the Bylaws and at the request of the Board; or (iii) the holders of a
majority of the Registrant's stock who at such time are entitled to
vote for the election of directors.
In the event any payments are made to an officer or director by
way of indemnity, other than by court order, action of the
shareholders or by an insurance carrier, the Registrant must notify
its shareholders of such payment and all relevant details in a timely
manner and in no event later than 15 months after the date of such
payment.
The provisions of the Registrant's Bylaws on indemnification are
consistent in all material respects with the laws of the State of
Georgia, which authorize indemnification of corporate officers and
directors.
The Registrant's directors and officers are insured against
losses arising from any claim against them as such for wrongful acts
or omissions, subject to certain limitations.
ITEM 8. EXHIBITS
The exhibits included as part of this Registration Statement are
as follow:
Exhibit Number Description
- -------------- -----------
4 Intermet Corporation Executive
Stock Option and Incentive Award
Plan
5 Opinion of Kilpatrick & Cody
as to the legality of the
securities being registered
23 Consent of Ernst & Young LLP
25 Power of Attorney (included on
signature page of Registration
Statement)
ITEM 9. UNDERTAKINGS
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this registration
statement to include any material information with respect to its
plan of its distribution not previously disclosed in the
-3-<PAGE>
<PAGE>
registration statement or any material change in such information
in the registration statement.
(2) That, for the purpose of determining any liability
under the Securities Act of 1933, each such post-effective
amendment shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of
such securities at that time shall be deemed to be the initial
bona fide offering thereof.
(3) To remove from registration by means of a post-
effective amendment any of the securities being registered which
remain unsold at the termination of the offering.
(b) The undersigned Registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act of
1933, each filing of the Registrant's annual report pursuant to
Section 13(a) or 15(d) of the Securities Exchange Act of 1934 that is
incorporated by reference in the registration statement shall be
deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the Registrant pursuant to the foregoing
provisions, or otherwise, the Registrant has been advised that in the
opinion of the Securities and Exchange Commission such indemnification
is against public policy as expressed in the Act and is, therefore,
unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person of the
Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the
Registrant will, unless in the opinion of its counsel the matter has
been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by
it is against public policy as expressed in the Act and will be
governed by the final adjudication of such issue.
-4-<PAGE>
<PAGE>
SIGNATURES
----------
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on Form S-8 and has
duly caused this registration statement to be signed on it behalf by
the undersigned, thereunto duly authorized, in the City of Atlanta,
State of Georgia, on April 27, 1995.
INTERMET CORPORATION
By: /s/ John Doddridge
-----------------------------------
John Doddridge, Chairman and Chief
Executive Officer
POWER OF ATTORNEY AND SIGNATURES
Know all men by these presents, that each person whose signature
appears below constitutes and appoints John Doddridge and John D.
Ernst, or either of them, as attorney-in-fact, either with power of
substitution, for him in any and all capacities, to sign any
amendments to this Form S-8, and to file the same, with exhibits
thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, hereby ratifying and confirming
all that each of said attorneys-in-fact, or his substitute or
substitutes, may do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Exchange Act of
1934, this Report has been signed below as of April 27, 1995 by the
following persons on behalf of the Registrant in the capacities
indicated.
Signature Capacity
/s/ John Doddridge Chairman of the Board of
- ---------------------------- Directors and Chief
John Doddridge Executive Officer
(Principal Executive
and Financial Officer)
Director
- ----------------------------
Vernon R. Alden<PAGE>
<PAGE>
/s/ J. Frank Broyles Director
- ----------------------------
J. Frank Broyles
John P. Crecine Director
- ----------------------------
John P. Crecine
/s/ Anton Dorfmueller, Jr. Director
- ----------------------------
Anton Dorfmueller, Jr.
Director
- ----------------------------
John B. Ellis
/s/ Wilfred E. Gross, Jr Director
- ----------------------------
Wilfred E. Gross, Jr.
/s/ A. Wayne Hardy Director
- ----------------------------
A. Wayne Hardy
/s/ George W. Mathews, Jr. Director
- ----------------------------
George W. Mathews, Jr.
/s/ Harold C. McKenzie, Jr. Director
- ----------------------------
Harold C. McKenzie, Jr.
/s/ J. Mason Reynolds Director
- ----------------------------
J. Mason Reynolds
/s / Curtis W. Tarr Director
- ----------------------------
Curtis W. Tarr
/s/ Peter C. Bouxsein Controller (Principal
- ----------------------------- Accounting Officer)
Peter C. Bouxsein<PAGE>
<PAGE>
EXHIBIT INDEX
Exhibit Number Description
- -------------- -----------
4 Intermet Corporation Executive
Stock Option and Incentive Award
Plan
5 Opinion of Kilpatrick & Cody
as to the legality of the
securities being registered
23 Consent of Ernst & Young LLP
INTERMET CORPORATION
EXECUTIVE STOCK OPTION AND INCENTIVE
AWARD PLAN<PAGE>
<PAGE>
TABLE OF CONTENTS
ARTICLE 1. Establishment, Purpose, and Duration . . . . . . . . . 1
1.1 Establishment of the Plan . . . . . . . . . . . . . . . . 1
1.2 Purpose of the Plan . . . . . . . . . . . . . . . . . . . 1
1.3 Duration of the Plan . . . . . . . . . . . . . . . . . . 1
ARTICLE 2. Definitions . . . . . . . . . . . . . . . . . . . . . . 1
ARTICLE 3. Administration . . . . . . . . . . . . . . . . . . . . 5
3.1 The Committee . . . . . . . . . . . . . . . . . . . . . . 5
3.2 Authority of the Committee . . . . . . . . . . . . . . . 5
3.3 Decisions Binding . . . . . . . . . . . . . . . . . . . . 5
ARTICLE 4. Shares Subject to the Plan . . . . . . . . . . . . . . 5
4.1 Number of Shares . . . . . . . . . . . . . . . . . . . . 5
4.2 Lapsed Awards . . . . . . . . . . . . . . . . . . . . . . 6
4.3 Adjustments In Authorized Shares . . . . . . . . . . . . 6
ARTICLE 5. Eligibility and Participation . . . . . . . . . . . . . 6
ARTICLE 6. Stock Options . . . . . . . . . . . . . . . . . . . . . 7
6.1 Grant of Options . . . . . . . . . . . . . . . . . . . . 7
6.2 Award Agreement . . . . . . . . . . . . . . . . . . . . . 7
6.3 Option Price . . . . . . . . . . . . . . . . . . . . . . 8
6.4 Duration of Options . . . . . . . . . . . . . . . . . . . 8
6.5 Exercise of Options . . . . . . . . . . . . . . . . . . . 8
6.6 Payment . . . . . . . . . . . . . . . . . . . . . . . . . 9
6.7 Termination of Employment Due to Death, Disability or
Retirement . . . . . . . . . . . . . . . . . . . . . . . 9
6.8 Termination of Employment for Other Reasons . . . . . . . 10
6.9 Nontransferability of Options . . . . . . . . . . . . . . 11
ARTICLE 7. Restricted Stock; Stock Awards . . . . . . . . . . . . 11
7.1 Grants . . . . . . . . . . . . . . . . . . . . . . . . . 11
7.2 Restricted Period; Lapse of Restrictions . . . . . . . . 11
7.3 Rights of Holder; Limitations Thereon . . . . . . . . . . 12
7.4 Delivery of Unrestricted Shares . . . . . . . . . . . . . 13
7.5 Nonassignability of Restricted Stock . . . . . . . . . . 13
ARTICLE 8. Beneficiary Designation . . . . . . . . . . . . . . . . 13
ARTICLE 9. Deferrals . . . . . . . . . . . . . . . . . . . . . . . 13
ARTICLE 10. Rights of Employees . . . . . . . . . . . . . . . . . 14
10.1 Employment . . . . . . . . . . . . . . . . . . . . . . . 14
10.2 Participation . . . . . . . . . . . . . . . . . . . . . . 14
<PAGE>
ARTICLE 11. Change in Control . . . . . . . . . . . . . . . . . . 14
11.1 Occurrence . . . . . . . . . . . . . . . . . . . . . . . 14
11.2 Definition . . . . . . . . . . . . . . . . . . . . . . . 14
ARTICLE 12. Amendment, Modification and Termination . . . . . . . 16
12.1 Amendment, Modification and Termination . . . . . . . . . 16
12.2 Awards Previously Granted . . . . . . . . . . . . . . . . 17
12.3 Compliance With Code Section 162(m) . . . . . . . . . . . 17
ARTICLE 13. Withholding . . . . . . . . . . . . . . . . . . . . . 17
13.1 Tax Withholding . . . . . . . . . . . . . . . . . . . . . 17
13.2 Share Withholding . . . . . . . . . . . . . . . . . . . . 17
ARTICLE 14. Indemnification . . . . . . . . . . . . . . . . . . . 17
ARTICLE 15. Successors . . . . . . . . . . . . . . . . . . . . . . 18
ARTICLE 16. Legal Construction . . . . . . . . . . . . . . . . . . 18
16.1 Gender and Number . . . . . . . . . . . . . . . . . . . . 18
16.2 Severability . . . . . . . . . . . . . . . . . . . . . . 18
16.3 Requirements of Law . . . . . . . . . . . . . . . . . . . 18
16.4 Regulatory Approvals and Listing . . . . . . . . . . . . 18
16.5 Securities Law Compliance . . . . . . . . . . . . . . . . 19
16.6 Governing Law . . . . . . . . . . . . . . . . . . . . . . 19<PAGE>
<PAGE>
INTERMET CORPORATION
Executive Stock Option and Incentive Award Plan
ARTICLE 1. Establishment, Purpose, and Duration
1.1 Establishment of the Plan. Intermet Corporation, a Georgia
corporation (hereinafter referred to as the "Company"), hereby
establishes a stock option and incentive award plan known as the
"Intermet Corporation Stock Option and Incentive Award Plan" (the
"Plan"), as set forth in this document. The Plan permits the grant of
Nonqualified Stock Options, Incentive Stock Options, Stock Awards, and
Restricted Stock.
The Plan shall become effective on the date it is approved by the
Company's stockholders (the "Effective Date") and shall remain in
effect as provided in Section 1.3.
1.2 Purpose of the Plan. The purpose of the Plan is to secure
for the Company and its stockholders the benefits of the incentive
inherent in stock ownership in the Company by key employees who are
largely responsible for its future growth and continued success. The
Plan promotes the success and enhances the value of the Company by
linking the personal interests of Participants to those of the
Company's stockholders, and by providing Participants with an
incentive for outstanding performance.
The Plan is further intended to provide flexibility to the
Company in its ability to motivate, attract and retain the services of
Participants upon whose judgment, initiative and special effort the
successful conduct of its operation largely depends.
1.3 Duration of the Plan. The Plan shall commence on the
Effective Date, and shall remain in effect, subject to the right of
the Board of Directors to amend or terminate the Plan at any time
pursuant to Article 12, until the day prior to the tenth (10th)
anniversary of the Effective Date.
ARTICLE 2. Definitions
Whenever used in the Plan, the following terms shall have the
meanings set forth below and, when the meaning is intended, the
initial letter of the word is capitalized:
(a) "Award" means, individually or collectively, a grant under
this Plan of Nonqualified Stock Options, Incentive Stock
Options, Stock Awards, or Restricted Stock.
<PAGE>
(b) "Award Agreement" means an agreement entered into by each
Participant and the Company, setting forth the terms and
provisions applicable to Awards granted to Participants
under this Plan.
(c) "Beneficial Owner" or "Beneficial Ownership" shall have the
meaning ascribed to such term in Rule 13d-3 of the General
Rules and Regulations under the Exchange Act.
(d) "Board" or "Board of Directors" means the Board of Directors
of the Company.
(e) "Cause" means: (i) willful misconduct on the part of a
Participant that is materially detrimental to the Company;
or (ii) the conviction of a Participant for the commission
of a felony or crime involving moral turpitude.
Notwithstanding the foregoing, if the Participant has
entered into an employment agreement that is binding as of
the date of employment termination, and if such employment
agreement defines "Cause," such definition of "Cause" shall
apply to the Participant. "Cause" under either (i) or (ii)
shall be determined by the Committee.
(f) "Code" means the Internal Revenue Code of 1986, as amended
from time to time.
(g) "Committee" means the committee appointed by the Board to
administer the Plan with respect to grants of Awards, as
specified in Article 3.
(h) "Company" means Intermet Corporation, a Georgia corporation,
or any successor thereto as provided in Article 15.
(i) "Director" means any individual who is a member of the Board
of Directors of the Company.
(j) "Disability" shall have the meaning ascribed to such term in
the Company long-term disability plan covering the
Participant, or in the absence of such plan, a meaning
consistent with Section 22(e)(3) of the Code.
(k) "Employee" means any full-time, salaried employee of the
Company, or the Company's Subsidiaries. Directors who are
not otherwise employed by the Company or the Company's
Subsidiaries shall not be considered Employees eligible to
receive Awards under this Plan.
(l) "Effective Date" shall have the meaning ascribed to such
term in Section 1.1.
-2-<PAGE>
(m) "Exchange Act" means the Securities Exchange Act of 1934, as
amended from time to time, or any successor act thereto.
(n) "Fair Market Value" shall be determined as follows:
(i) If, on the relevant date, the Shares are traded
on a national or regional securities exchange or
on The Nasdaq Stock Market ("Nasdaq") and
closing sale prices for the Shares are
customarily quoted, on the basis of the closing
sale price on the principal securities exchange
on which the Shares may then be traded or, if
there is no such sale on the relevant date, then
on the last previous day on which a sale was
reported;
(ii) If, on the relevant date, the Shares are not
listed on any securities exchange or traded on
Nasdaq, but the Shares otherwise are publicly
traded and reported on Nasdaq (but closing sale
prices for the Shares are not customarily
quoted), on the basis of the mean between the
closing bid and asked quotations in such other
over-the-counter market as reported by Nasdaq;
but, if there are no bid and asked quotations in
the over-the-counter market as reported by
Nasdaq on that date, then the mean between the
closing bid and asked quotations in the over-
the-counter market as reported by Nasdaq on the
last previous day such bid and asked prices were
quoted; and
(iii) If, on the relevant date, the Shares are not
publicly traded as described in (i) or (ii), on
the basis of the good faith determination of the
Committee.
(o) "Incentive Stock Option" or "ISO" means an option to
purchase Shares granted under Article 6 which is
designated as an Incentive Stock Option and is
intended to meet the requirements of Section 422 of
the Code.
(p) "Insider" shall mean an Employee who is, on the
relevant date, an officer or a director, or a ten
percent (10%) beneficial owner of any class of the
Company's equity securities that is registered
pursuant to Section 12 of the Exchange Act, all as
defined under Section 16 of the Exchange Act.
-3-<PAGE>
(q) "Named Executive Officer" means a Participant who, as
of the date of vesting and/or payout of an Award is
one of the group of "covered employees," as defined in
the regulations promulgated under Code Section 162(m),
or any successor statute.
(r) "Nonqualified Stock Option" or "NQSO" means an option
to purchase Shares granted under Article 6, and which
is not intended to meet the requirements of Code
Section 422.
(s) "Option" means an Incentive Stock Option or a
Nonqualified Stock Option.
(t) "Option Price" means the price at which a Share may be
purchased by a Participant pursuant to an Option, as
determined by the Committee.
(u) "Participant" means an Employee who has outstanding an
Award granted under the Plan.
(v) "Person" shall have the meaning ascribed to such term
in Section 3(a)(9) of the Exchange Act and used in
Sections 13(d) and 14(d) thereof, including a "group"
as defined in Section 13(d) thereof.
(w) "Retirement" shall have the meaning ascribed to such
term in the Intermet Corporation Savings and
Investment Plan.
(x) "Restricted Stock" means an Award of restricted Shares
granted in accordance with the terms of Article 7 and
the other provisions of the Plan.
(y) "Shares" means the shares of Common Stock of the
Company, par value $0.10 per share.
(z) "Stock Award" means a grant of Shares under Article 7
that is not generally subject to restrictions and
pursuant to which a certificate for the Shares is
transferred to the Employee.
(aa) "Subsidiary" means any corporation, partnership, joint
venture or other entity in which the Company has a
majority voting interest.
-4-<PAGE>
ARTICLE 3. ADMINISTRATION
3.1 The Committee. The Plan shall be administered by the
Compensation Committee of the Board, or by any other Committee
appointed by the Board that is granted authority to administer the
Plan, with such Committee consisting of not less than three (3)
Directors who meet the "disinterested administration" requirements of
Rule 16b-3 under the Exchange Act. The members of the Committee shall
be appointed from time to time by, and shall serve at the discretion
of, the Board of Directors.
The Committee shall be comprised solely of Directors who are
eligible to administer the Plan pursuant to Rule 16b-3(c)(2) under the
Exchange Act. However, if for any reason any member of the Committee
does not qualify to administer the Plan, as contemplated by Rule 16b-
3(c)(2) of the Exchange Act, the Board of Directors may appoint a new
Committee member who complies with Rule 16b-3(c)(2).
3.2 Authority of the Committee. Subject to the provisions of
the Plan, the Committee shall have full power to select Employees who
shall participate in the Plan (who may change from year to year);
determine the size and types of Awards; determine the terms and
conditions of Awards in a manner consistent with the Plan, (including
vesting provisions and the duration of the Awards); construe and
interpret the Plan and any agreement or instrument entered into under
the Plan; establish, amend or waive rules and regulations for the
Plan's administration; and (subject to the provisions of Article 12)
amend the terms and conditions of any outstanding Award to the extent
such terms and conditions are within the discretion of the Committee
as provided in the Plan. Further, the Committee shall make all other
determinations which may be necessary or advisable in the Committee's
opinion for the administration of the Plan. As permitted by law, the
Committee may delegate its authority under this Plan.
3.3 Decisions Binding. All determinations and decisions made by
the Committee pursuant to the provisions of the Plan and all related
orders and resolutions of the Board shall be final, conclusive and
binding on all Persons, including the Company, the stockholders,
Employees, Participants and their estates and beneficiaries.
ARTICLE 4. SHARES SUBJECT TO THE PLAN
4.1 Number of Shares. Subject to adjustment as provided in
Section 4.3, the total number of Shares available for grant of Awards
under the Plan shall be an aggregate of one million five hundred
thousand (1,500,000) Shares. These Shares may, in the discretion of
the Company, be either authorized but unissued Shares or Shares held
-5-<PAGE>
as treasury shares, including Shares purchased by the Company.
The following rules shall apply for purposes of the determination
of the number of Shares available for grant under the Plan:
(a) While an Option, Stock Award or Restricted Stock is
outstanding, it shall be counted against the
authorized pool of Shares, regardless of its vested
status.
(b) The grant of an Option, Stock Award, or Restricted
Stock shall reduce the Shares available for grant
under the Plan by the number of Shares subject to such
Award.
4.2 Lapsed Awards. If any Award granted under this Plan
is canceled, terminates, expires or lapses for any reason, any Shares
subject to such Award shall again be available for the grant of an
Award under the Plan. However, in the event that prior to the Award's
cancellation, termination, expiration or lapse, the holder of the
Award at any time received one or more "benefits of ownership"
pursuant to such Award (as defined by the Securities and Exchange
Commission, pursuant to any rule or interpretation promulgated under
Section 16 of the Exchange Act), the Shares subject to such Award
shall not be made available for regrant under the Plan.
4.3 Adjustments In Authorized Shares. In the event of any
change in corporate capitalization, such as a stock split, or a
corporate transaction, such as any merger, consolidation, separation,
including a spin-off, or other distribution of stock or property of
the Company, any reorganization (whether or not such reorganization
comes within the definition of such term in Code Section 368) or any
partial or complete liquidation of the Company, such adjustment shall
be made in the number and class of Shares which may be delivered under
the Plan, and in the number and class of and/or price of Shares
subject to outstanding Awards granted under the Plan, as may be
determined to be appropriate and equitable by the Committee, in its
sole discretion, to prevent dilution or enlargement of rights;
provided, however, that the number of Shares subject to any Award
shall always be a whole number and the Committee shall make such
adjustments as are necessary to insure Awards of whole Shares.
ARTICLE 5. ELIGIBILITY AND PARTICIPATION
Any key Employee of the Company, or of any Subsidiary, including
any such Employee who is also a director of the Company, or of any
Subsidiary, whose judgment, initiative and efforts contribute or may
-6-<PAGE>
be expected to contribute materially to the successful performance of
the Company or any Subsidiary shall be eligible to receive an Award
under the Plan. In determining the Employees to whom such an Award
shall be granted and the number of Shares which may be granted
pursuant to that Award, the Committee shall take into account the
duties of the respective Employees, their present and potential
contributions to the success of the Company or any Subsidiary, and
such other factors as the Committee shall deem relevant in connection
with accomplishing the purpose of the Plan.
No person who is a member of the Committee shall be eligible to
be granted any Award under the Plan while so serving. Any person who
is a Director of the Company, but who is not an Employee of the
Company, or any Subsidiary of the Company shall not be eligible to be
granted an Award under the Plan.
ARTICLE 6. STOCK OPTIONS
6.1 Grant of Options. Subject to the terms and provisions of
the Plan, Options may be granted to Employees at any time and from
time to time as shall be determined by the Committee. The Committee
shall have discretion in determining the number of Shares subject to
Options granted to each Participant; provided, however, that in the
case of any ISO granted under the Plan, the aggregate Fair Market
Value (determined at the time such Option is granted) of the Shares to
which ISOs are exercisable for the first time by the Optionee during
any calendar year (under the Plan and all other incentive stock option
plans of the Company and any Subsidiary) shall not exceed $100,000.
The Committee may grant a Participant ISOs, NQSOs or a
combination thereof, and may vary such Awards among Participants. In
no event, however, shall any Employee, who at the time he would
otherwise be granted an option to purchase Shares owns (within the
meaning of Section 424(d) of the Code) stock of the Company possessing
more than ten percent (10%) of the total combined voting power of all
classes of stock of the Company, be eligible to receive an Incentive
Stock Option to purchase Shares hereunder.
The maximum number of Options a Named Executive Officer can be
granted under the Plan during a 12-month period is 100,000 Options.
6.2 Award Agreement. Each Option grant shall be evidenced by an
Award Agreement that shall specify the Option Price, the duration of
the Option, the number of Shares to which the Option pertains and such
other provisions as the Committee shall determine. The Option
Agreement shall further specify whether the Option is intended to be
an ISO within the meaning of Code Section 422, or an NQSO, which is
not intended to fall under the provisions of Code Section 422.
-7-<PAGE>
6.3 Option Price. The Option Price for each grant of an ISO
under this Article 6 shall be not less than one hundred percent (100%)
of the Fair Market Value of a Share on the date the ISO is granted.
The price at which each Share covered by each NQSO shall be purchased
by an Optionee shall be established by the Committee, but in no event
shall such price be less than eighty-five percent (85%) of the Fair
Market Value (or such lower percentage of Fair Market Value as may be
established by Internal Revenue Service rules or regulations as the
limit for granting discounted stock options without causing immediate
tax consequences to the Participant) of a Share on the date the Option
is granted.
6.4 Duration of Options. Each Option shall expire at such time
as the Committee shall determine at the time of grant; provided,
however, that no Option shall be exercisable later than the tenth
(10th) anniversary date of its grant.
6.5 Exercise of Options. Options granted under the Plan shall
be exercisable at such times and be subject to such restrictions and
conditions as the Committee shall in each instance approve, which need
not be the same for each grant or for each Participant. Except as the
Committee may otherwise provide, Options granted under this Plan shall
not generally be exercisable prior to twelve (12) months following the
date of grant. Except as otherwise provided in the Award Agreement
and Article 11, Options to purchase Shares shall be exercisable as
follows:
(a) Twenty-five percent (25%) of the total number of
Shares originally covered by such Option may be
purchased or exercised one (1) year after the date it
is granted;
(b) Fifty percent (50%) of the total number of Shares
originally covered by such Option may be purchased or
exercised two (2) years after the date it is granted;
(c) Seventy-five percent (75%) of the total number of
Shares originally covered by such Option may be
purchased or exercised three (3) years after the date
it is granted; and
(d) One hundred percent (100%) of the total number of
Shares originally covered by such Option may be
purchased or exercised four (4) years after the date
it is granted.
The right to purchase Shares that are exercisable in periodic
installments shall be cumulative so that when the right to purchase
any Shares has accrued, such Shares or any part thereof may be
-8-<PAGE>
purchased at any time thereafter until the expiration or termination
of the Option.
6.6 Payment. Options shall be exercised by the delivery of a
written notice of exercise to the Company, setting forth the number of
Shares with respect to which the Option is to be exercised,
accompanied by full payment for the Shares. The Option Price upon
exercise of any Option shall be payable to the Company in full either:
(a) in cash, or (b) by tendering previously acquired Shares having an
aggregate Fair Market Value at the time of exercise equal to the total
Option Price (provided that the Shares which are tendered must have
been held by the Participant for the period required by law, if any,
prior to their tender to satisfy the Option Price), or (c) by a
combination of (a) and (b). The Committee also may allow cashless
exercises as permitted under Federal Reserve Board's Regulation T,
subject to applicable securities law restrictions, or by any other
means which the Committee determines to be consistent with the Plan's
purpose and applicable law.
As soon as practicable after receipt of a written notification of
exercise and full payment, the Company shall deliver to the
Participant, in the Participant's name, Share certificates in an
appropriate amount based upon the number of Shares purchased under the
Option(s).
6.7 Termination of Employment Due to Death, Disability or
Retirement. Unless otherwise provided by the Committee in the Award
Agreement for the Options, the following rules shall apply in the
event of the Participant's termination of employment due to death,
Disability or Retirement:
(a) Termination by Death. In the event the Participant
dies while actively employed, all outstanding Options
granted to that Participant shall immediately vest and
shall remain exercisable at any time prior to their
expiration date, or for one (1) year after the date of
death, whichever period is shorter, by (i) such
person(s) as shall have been named as the
Participant's beneficiary, (ii) such person(s) that
have acquired the Participant's rights under such
Options by will or by the laws of descent and
distribution or (iii) the Participant's estate or
representative of the Participant's estate.
(b) Termination by Disability. In the event the
employment of a Participant is terminated by reason of
Disability, all outstanding Options granted to that
Participant shall immediately vest as of the date the
-9-<PAGE>
Committee determines the definition of Disability to
have been satisfied and shall remain exercisable at
any time prior to their expiration date, or for one
(1) year after the date that the Committee determines
the definition of Disability to have been satisfied,
whichever period is shorter.
(c) Termination by Retirement. In the event the
employment of a Participant is terminated by reason of
Retirement, all outstanding Options granted to that
Participant shall immediately vest and shall remain
exercisable at any time prior to their expiration
date, or for three (3) years after the effective date
of Retirement, whichever period is shorter.
(d) Employment Termination Followed by Death. In the
event that a Participant's employment terminates by
reason of Disability or Retirement, and within the
exercise period following such termination the
Participant dies, then the remaining exercise period
under outstanding Options shall equal the longer of:
(i) one (1) year following death; or (ii) the
remaining portion of the exercise period which was
triggered by the employment termination. Such Options
shall be exercisable by the persons specified in
subsection (a) above.
6.8 Termination of Employment for Other Reasons. If the
employment of a Participant shall terminate for any reason other than
the reasons set forth in Section 6.7, all Options held by the
Participant which are not vested as of the effective date of his
employment termination shall be immediately forfeited to the Company
(and shall once again become available for grant under the Plan).
However, the Committee, in its sole discretion, shall have the right
to immediately vest all or any portion of such Options, subject to
such terms as the Committee, in its sole discretion, deems
appropriate.
In the event an Employee's employment is terminated by the
Company for Cause, or such Employee voluntarily terminates his
employment, the Option rights under any then vested outstanding
Options shall terminate immediately upon termination of employment. If
the Employee's employment is terminated by the Company without Cause,
any Options vested as of his date of termination shall remain
exercisable at any time prior to their expiration date or for one (1)
year after his date of termination of employment, whichever period is
shorter.
-10-<PAGE>
6.9 Nontransferability of Options. Unless the Committee
provides otherwise in the Award Agreement, no Option granted under the
Plan may be sold, transferred, pledged, assigned, or otherwise
alienated or hypothecated, other than by will, by the laws of descent
and distribution, and any attempt to sell, transfer, pledge, assign or
otherwise alienate or hypothecate an Option shall be null and void and
of no force or effect, and all Options granted to a Participant under
the Plan shall be exercisable during his or her lifetime only by such
Participant.
ARTICLE 7. RESTRICTED STOCK; STOCK AWARDS
7.1 Grants. The Committee may from time to time in its
discretion grant Restricted Stock and Stock Awards to Employees and
may determine the number of Shares of Restricted Stock or Stock Award
to be granted. The Committee shall determine the terms and conditions
of, and the amount of payment, if any, to be made by the Employee for,
such Restricted Stock. A grant of Restricted Stock may require the
Employee to pay for such Shares of Restricted Stock, but the Committee
may establish a price below Fair Market Value at which the Employee
can purchase the Shares of Restricted Stock. Each grant of Restricted
Stock will be evidenced by an Award Agreement containing terms and
conditions not inconsistent with the Plan as the Committee shall
determine to be appropriate in its sole discretion.
7.2 Restricted Period; Lapse of Restrictions. At the time a
grant of Restricted Stock is made, the Committee shall establish a
period or periods of time (the "Restricted Period") applicable to such
grant which, unless the Committee otherwise provides, shall not be
less than one year. Subject to the other provisions of this Section
7, at the end of the Restricted Period all restrictions shall lapse
and the Restricted Stock shall vest in the Participant. At the time a
grant is made, the Committee may, in its discretion, prescribe
conditions for the incremental lapse of restrictions during the
Restricted Period and for the lapse or termination of restrictions
upon the occurrence of other conditions in addition to or other than
the expiration of the Restricted Period with respect to all or any
portion of the Restricted Stock. Such conditions may, but need not,
include without limitation:
(a) The death, Disability or Retirement of the Employee to
whom Restricted Stock is granted, or
(b) The occurrence of a Change in Control.
The Committee may also, in its discretion, shorten or terminate the
Restricted Period, or waive any conditions for the lapse or
termination of restrictions with respect to all or any portion of the
Restricted Stock at any time after the date the grant is made.
-11-<PAGE>
7.3 Rights of Holder; Limitations Thereon. Upon a grant of
Restricted Stock, a stock certificate (or certificates) representing
the number of Shares of Restricted Stock granted to the Employee shall
be registered in the Employee's name and shall be held in custody by
the Company or a bank selected by the Committee for the Employee's
account. Following such registration, the Employee shall have the
rights and privileges of a stockholder as to such Restricted Stock,
including the right to receive dividends and to vote such Restricted
Stock, except that, the right to receive cash dividends shall be the
right to receive such dividends either in cash currently or by payment
in Restricted Stock, as the Committee shall determine, and except
further that, the following restrictions shall apply:
(a) The Employee shall not be entitled to delivery of a
certificate until the expiration or termination of the
Restricted Period for the Shares represented by such
certificate and the satisfaction of any and all other
conditions prescribed by the Committee;
(b) None of the Shares of Restricted Stock may be sold,
transferred, assigned, pledged, or otherwise
encumbered or disposed of during the Restricted Period
and until the satisfaction of any and all other
conditions prescribed by the Committee; and
(c) All of the Shares of Restricted Stock that have not
vested shall be forfeited and all rights of the
Employee to such Shares of Restricted Stock shall
terminate without further obligation on the part of
the Company, unless the Employee has remained a full-
time employee of the Company or any of its
Subsidiaries, until the expiration or termination of
the Restricted Period and the satisfaction of any and
all other conditions prescribed by the Committee
applicable to such Shares of Restricted Stock. Upon
the forfeiture of any shares of Restricted Stock, such
forfeited Shares shall be transferred to the Company
without further action by the Employee and shall, in
accordance with Section 4.2, again be available for
grant under the Plan.
With respect to any Shares received as a result of adjustments
under Section 4.3 hereof and any Shares received with respect to cash
dividends declared on Restricted Stock, the Participant shall have the
same rights and privileges, and be subject to the same restrictions,
as are set forth in this Section 7.
-12-<PAGE>
7.4 Delivery of Unrestricted Shares. Upon the expiration or
termination of the Restricted Period for any Shares of Restricted
Stock and the satisfaction of any and all other conditions prescribed
by the Committee, the restrictions applicable to such Shares of
Restricted Stock shall lapse and a stock certificate for the number of
Shares of Restricted Stock with respect to which the restrictions have
lapsed shall be delivered, free of all such restrictions except any
that may be imposed by law, to the holder of the Restricted Stock.
The Company shall not be required to deliver any fractional Share but
will pay, in lieu thereof, the Fair Market Value (determined as of the
date the restrictions lapse) of such fractional share to the holder
thereof. Prior to or concurrently with the delivery of a certificate
for Restricted Stock, the holder shall be required to pay an amount
necessary to satisfy any applicable federal, state and local tax
requirements as set out in Article 13 below.
7.5 Nonassignability of Restricted Stock. Unless the Committee
provides otherwise in the Award Agreement, no grant of, nor any right
or interest of a Participant in or to any Restricted Stock, or in any
instrument evidencing any grant of Restricted Stock under the Plan,
may be assigned, encumbered or transferred except, in the event of the
death of a Participant, by will or the laws of descent and
distribution.
ARTICLE 8. BENEFICIARY DESIGNATION
Each Participant under the Plan may, from time to time, name any
beneficiary or beneficiaries (who may be named contingently or
successively) to whom any benefit under the Plan is to be paid in case
of his or her death before he or she receives any or all of such
benefit. Each such designation shall revoke all prior designations by
the same Participant, shall be in a form prescribed by the Company and
shall be effective only when filed by the Participant, in writing,
with the Company during the Participant's lifetime. In the absence of
any such designation, benefits remaining unpaid at the Participant's
death shall be paid to the Participant's estate.
The spouse of a married Participant domiciled in a community
property jurisdiction shall join in any designation of beneficiary or
beneficiaries other than the spouse.
ARTICLE 9. DEFERRALS
The Committee may permit a Participant to defer to another plan
or program such Participant's receipt of Shares that would otherwise
be due to such Participant by virtue of the exercise of an Option or
the vesting of Restricted Stock. If any such deferral election is
-13-<PAGE>
required or permitted, the Committee shall, in its sole discretion,
establish rules and procedures for such payment deferrals.
ARTICLE 10. RIGHTS OF EMPLOYEES
10.1 Employment. Nothing in the Plan shall interfere with or
limit in any way the right of the Company or a Subsidiary to terminate
any Participant's employment at any time, nor confer upon any
Participant any right to continue in the employ of the Company or a
Subsidiary. For purpose of the Plan, transfer of employment of a
Participant between the Company and any one of its Subsidiaries (or
between Subsidiaries) shall not be deemed a termination of employment.
10.2 Participation. No Employee shall have the right to be
selected to receive an Award under this Plan, or, having been so
selected, to be selected to receive a future Award.
ARTICLE 11. CHANGE IN CONTROL
11.1 Occurrence. Upon the occurrence of a Change in Control,
except as provided in the Award Agreement or unless otherwise
specifically prohibited by the terms of Article 16 hereof:
(a) Any and all Options granted hereunder shall become
fully vested and immediately exercisable;
(b) To the extent provided by the Committee in the Award,
all restrictions on a grant of Restricted Stock shall
lapse and such Restricted Stock shall be delivered to
the Participant in accordance with Section 7.4; and
(c) Subject to Article 12 hereof, the Committee shall have
the authority to make any modifications to the Awards
as determined by the Committee to be appropriate
before the effective date of the Change in Control.
11.2 Definition. For purposes of the Plan, a "Change in Control"
shall be deemed to have occurred if:
(a) An acquisition by any Person of Beneficial Ownership
of the shares of Common Stock of the Company then
outstanding (the "Company Common Stock Outstanding")
or the voting securities of the Company then
outstanding entitled to vote generally in the election
of directors (the "Company Voting Securities
Outstanding"), if such acquisition of Beneficial
-14-<PAGE>
Ownership results in the Person's beneficially owning
(within the meaning of Rule 13d-3 promulgated under
the Exchange Act) twenty-five percent (25%) or more of
the Company Common Stock Outstanding or twenty-five
percent (25%) or more of the combined voting power of
the Company Voting Securities Outstanding; provided,
that immediately prior to such acquisition such Person
was not a direct or indirect Beneficial Owner of
fifteen percent (15%) or more of the Company Common
Stock Outstanding or fifteen percent (15%) or more of
the combined voting power of Company Voting Securities
Outstanding, as the case may be; or
(b) The approval of the stockholders of the Company of a
reorganization, merger, consolidation, complete
liquidation or dissolution of the Company, the sale or
disposition of all or substantially all of the assets
of the Company or similar corporate transaction (in
each case referred to in this Section 11.2 as a
"Corporate Transaction") or, if consummation of such
Corporate Transaction is subject, at the time of such
approval by stockholders, to the consent of any
government or governmental agency, the obtaining of
such consent (either explicitly or implicitly); or
(c) A change in the composition of the Board such that the
individuals who, as of the Effective Date, constitute
the Board (such Board shall be hereinafter referred to
as the "Incumbent Board") cease for any reason to
constitute at least a majority of the Board; provided,
however, for purposes of this Section 11.2 that any
individual who becomes a member of the Board
subsequent to the Effective Date whose election, or
nomination for election by the Company's stockholders,
was approved by a vote of at least a majority of those
individuals who are members of the Board and who were
also members of the Incumbent Board (or deemed to be
such pursuant to this proviso) shall be considered as
though such individual were a member of the Incumbent
Board; but, provided, further, that any such
individual whose initial assumption of office occurs
as a result of either an actual or threatened election
contest (as such terms are used in Rule 14a-11 of
Regulation 14A promulgated under the Exchange Act,
including any successor to such Rule), or other actual
or threatened solicitation of proxies or consents by
or on behalf of a Person other than the Board, shall
-15-<PAGE>
not be so considered as a member of the Incumbent
Board.
Notwithstanding the provisions set forth in
subsections (a) and (b), the following shall not
constitute a Change in Control for purposes of this
Plan: (1) any acquisition of shares of Common Stock
by, or consummation of a Corporate Transaction with,
any Subsidiary or any employee benefit plan (or
related trust) sponsored or maintained by the Company
or an affiliate; or (2) any acquisition of shares of
Common Stock, or consummation of a Corporate
Transaction, following which more than fifty percent
(50%) of, respectively, the shares then outstanding of
common stock of the corporation resulting from such
acquisition or Corporate Transaction and the combined
voting power of the voting securities then outstanding
of such corporation entitled to vote generally in the
election of directors is then beneficially owned,
directly or indirectly, by all or substantially all of
the individuals and entities who were Beneficial
Owners, respectively, of the Company Common Stock
Outstanding and Company Voting Securities Outstanding
immediately prior to such acquisition or Corporate
Transaction in substantially the same proportions as
their ownership, immediately prior to such acquisition
or Corporate Transaction, of the Company Common Stock
Outstanding and Company Voting Securities Outstanding,
as the case may be.
ARTICLE 12. AMENDMENT, MODIFICATION AND TERMINATION
12.1 Amendment, Modification and Termination. The Board may, at
any time and from time to time, alter, amend, suspend or terminate the
Plan in whole or in part; provided, that, unless approved by the
holders of a majority of the total number of Shares of the Company
represented and voted at a meeting at which a quorum is present, no
amendment shall be made to the Plan if such amendment would (a)
materially modify the eligibility requirements provided in Article 5;
(b) increase the total number of Shares (except as provided in Section
4.3) which may be granted under the Plan, as provided in Section 4.1;
(c) extend the term of the Plan; or (d) amend the Plan in any other
manner which the Board, in its discretion, determines should become
effective only if approved by the stockholders even though such
stockholder approval is not expressly required by the Plan or by law.
No amendment which requires stockholder approval in order for the Plan
to continue to comply with Rule 16b-3 under the Exchange Act,
-16-<PAGE>
including any successor to such Rule, shall be effective unless such
amendment shall be approved by the requisite vote of stockholders.
12.2 Awards Previously Granted. No termination, amendment or
modification of the Plan shall adversely affect in any material way
any Award previously granted under the Plan, without the written
consent of the Participant holding such Award. The Committee shall,
with the written consent of the Participant holding such Award, have
the authority to cancel Awards outstanding and grant replacement
Awards therefor.
12.3 Compliance With Code Section 162(m). At all times when the
Committee determines that compliance with Code Section 162(m) is
desired, all Awards granted under this Plan shall comply with the
requirements of Code Section 162(m). In addition, in the event that
changes are made to Code Section 162(m) to permit greater flexibility
with respect to any Award or Awards under the Plan, the Committee may,
subject to this Article 12, make any adjustments it deem appropriate.
ARTICLE 13. WITHHOLDING
13.1 Tax Withholding. The Company shall have the power and the
right to deduct or withhold, or require a Participant to remit to the
Company, an amount sufficient to satisfy Federal, state and local
taxes (including the Participant's FICA obligation) required by law to
be withheld with respect to any taxable event arising in connection
with an Award under this Plan.
13.2 Share Withholding. With respect to withholding required
upon the exercise of Options, or upon any other taxable event arising
as a result of Awards granted hereunder which are to be paid in the
form of Shares, Participants may elect, subject to the approval of the
Committee, to satisfy the withholding requirement, in whole or in
part, by having the Company withhold Shares having a Fair Market Value
on the date the tax is to be determined equal to the minimum statutory
total tax which could be imposed on the transaction. All elections
shall be irrevocable, made in writing, signed by the Participant, and
elections by Insiders shall additionally comply with all legal
requirements applicable to Share transactions by such Participants.
ARTICLE 14. INDEMNIFICATION
Each person who is or shall have been a member of the Committee,
or the Board, shall be indemnified and held harmless by the Company
against and from any loss, cost, liability or expense that may be
imposed upon or reasonably incurred by him or her in connection with
or resulting from any claim, action, suit or proceeding to which he or
she may be a party or in which he or she may be involved by reason of
-17-<PAGE>
any action taken or failure to act under the Plan and against and from
any and all amounts paid by him or her in settlement thereof, with the
Company's approval, or paid by him in satisfaction of any judgment in
any such action, suit or proceeding against him, provided he shall
give the Company an opportunity, at its own expense, to handle and
defend the same before he undertakes to handle and defend it on his
own behalf. The foregoing right of indemnification shall be in
addition to any other rights of indemnification to which such persons
may be entitled under the Company's Certificate of Incorporation or
Bylaws, as a matter of law, or otherwise, or any power that the
Company may have to indemnify them or hold them harmless.
ARTICLE 15. SUCCESSORS
All obligations of the Company under the Plan, with respect to
Awards granted hereunder, shall be binding on any successor to the
Company, whether the existence of such successor is the result of a
direct or indirect purchase, merger, consolidation or otherwise, of
all or substantially all of the business and/or assets of the Company.
ARTICLE 16. LEGAL CONSTRUCTION
16.1 Gender and Number. Except where otherwise indicated by the
context, any masculine term used herein also shall include the
feminine; the plural shall include the singular and the singular shall
include the plural.
16.2 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.
16.3 Requirements of Law. The granting of Awards and the
issuance of Shares under the Plan shall be subject to all applicable
laws, rules and regulations, and to such approvals by any governmental
agencies or national securities exchanges as may be required.
16.4 Regulatory Approvals and Listing. The Company shall not be
required to issue any certificate or certificates for Shares under the
Plan prior to (i) obtaining any approval from any governmental agency
which the Company shall, in its discretion, determine to be necessary
or advisable, (ii) the admission of such shares to listing on any
national securities exchange on which the Company's Shares may be
listed, and (iii) the completion of any registration or other
qualification of such Shares under any state or federal law or ruling
or regulations of any governmental body which the Company shall, in
its sole discretion, determine to be necessary or advisable.
-18-<PAGE>
Notwithstanding any other provision set forth in the Plan, if
required by the then-current Section 16 of the Exchange Act, any
"derivative security" or "equity security" offered pursuant to the
Plan to any Insider may not be sold or transferred for at least six
(6) months after the date of grant of such Award. The terms "equity
security" and "derivative security" shall have the meanings ascribed
to them in the then-current Rule 16(a) under the Exchange Act.
16.5 Securities Law Compliance. With respect to Insiders,
transactions under this Plan are intended to comply with all
applicable conditions of Rule 16b-3 or its successors under the
Exchange Act. To the extent any provisions of the Plan or action by
the Committee fails to so comply, it shall be deemed null and void, to
the extent permitted by law and deemed advisable by the Committee.
16.6 Governing Law. To the extent not preempted by Federal law,
the Plan, and all agreements hereunder, shall be construed in
accordance with and governed by the laws of the State of Georgia.
-19-
EXHIBIT 5
April 28, 1995
Intermet Corporation
2859 Paces Ferry Road
Suite 1600
Atlanta, Georgia 30339
Re: Form S-8 Registration Statement - 1,500,000 Shares of Common
Stock
Gentlemen:
At your request, we have acted as counsel for Intermet Corpora-
tion, a Georgia corporation (the "Company"), in the preparation of a
Registration Statement on Form S-8 (the "Registration Statement")
relating to the Company's Executive Stock Option and Incentive Award
Plan (the "Plan") and the proposed offer and sale of up to 1,500,000
shares of the Company's Common Stock, $0.10 par value per share (the
"Shares") pursuant thereto.
In connection with the preparation of said Registration State-
ment, we have examined originals or copies of such corporate records,
documents and other instruments relating to the authorization and
issuance of the Shares as we have deemed relevant
under the circumstances.
On the basis of the foregoing, it is our opinion that:
The proposed offer and sale pursuant to the Plan of the Shares
have been duly authorized by the Board of Directors of the Company, and such
Shares, when issued in accordance with the terms and conditions of the Plan,
including receipt of shareholder approval, will be legally and validly issued,
fully paid and non-assessable.
We hereby consent to the filing of this opinion as an Exhibit to
said Registration Statement and further consent to the use of our name
under the heading "Legal Matters" in said Registration Statement.
Sincerely,
KILPATRICK & CODY
By: /s/ Rupert M. Barkoff
-------------------------
Rupert M. Barkoff
a Partner
Exhibit 23
CONSENT OF INDEPENDENT AUDITORS
--------------------------------
We consent to the reference to our firm under the caption "Experts" in
the Registration Statement (Form S-8) pertaining to the offer and sale
of up to 1,500,000 shares of Intermet Corporation (the "Company") common
stock pursuant to the Company's Executive Stock Option and Incentive Award
Plan and to the incorporation by reference therein of our reports dated
March 21, 1995, with respect to the consolidated financial statements
of the Company incorporated by reference in its Annual Report (Form 10-K)
for the year ended December 31, 1994 and the related financial statement
schedule included therein, filed with the Securities and Exchange
Commission.
/s/ Ernst & Young LLP
----------------------------------
Ernst & Young LLP
Atlanta, Georgia
May 1, 1995
