<PAGE> 1
As filed with the Securities and Exchange Commission on December 17, 1996
Registration No. ___-_________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
___________________________________________________________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
_______________________________________________________________________________
MET-COIL SYSTEMS CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 42-1027215
-------- ----------
(State of incorporation (I.R.S. Employer
or organization) Identification No.)
5486 6TH STREET, S.W.
CEDAR RAPIDS, IOWA 52404
(319) 363-6566
(Address and telephone number of principal executive offices)
MET-COIL RETIREMENT PLAN
MET-COIL EMPLOYEE RECOGNITION PLAN
MET-COIL INCENTIVE BONUS PLAN
MET-COIL NON-EMPLOYEE DIRECTORS DEFERRED
COMPENSATION AND PERFORMANCE UNIT PLAN
MET-COIL 1993 STOCK OPTION PLAN
Randall J. Stodola Copy to:
Vice President and Chief Michael E. Blount, Esq.
Accounting Officer Seyfarth, Shaw, Fairweather & Geraldson
5486 6th Street, SW 55 E. Monroe Street, Suite 4200
Cedar Rapids, Iowa 52404 Chicago, Illinois 60603
(Name and address of agent (312) 346-8000
for service)
<PAGE> 2
Calculation of Registration Fee
<TABLE>
<CAPTION>
Proposed maximum
Title Proposed maximum aggregate Amount of
of securities to Amount to be offering price per offering registration
be registered (1) registered(2) share (3) price (3) fee (3)
- ------------------ --------------- ------------------ ---------------- ------------
<S> <C> <C> <C> <C> <C>
COMMON STOCK 850,000 SHARES $ 1.44 $ 1,224,000 $ 370.91
</TABLE>
(1) In addition, pursuant to Rule 416(c) under the Securities Act of 1933,
this Registration Statement also covers indeterminate amount of
interests to be offered or sold pursuant to the employee benefit plans
described herein.
(2) The shares to be registered under this Form S-8 are designated for
issuance under the following employee benefit plans (referred to
herein as the "Plans") in the amounts indicated below:
Met-Coil Retirement Plan: 199,840
Met-Coil Employee Recognition Plan: 40,160
Met-Coil Incentive Bonus Plan: 160,000
Met-Coil Non-Employee Directors Deferred
Compensation and Performance Unit Plan 150,000
Met-Coil 1993 Stock Option Plan: 300,000
(3) Estimated solely for purposes of determining the amount of the
registration fee calculated in accordance with Rule 457(h) under the
Securities Act of 1933 based upon the average of the high and low
price per share of the Registrant's Common Stock as traded over the
counter on December 11, 1996
2
<PAGE> 3
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents filed by Met-Coil Systems Corporation (the
"Registrant") with the Securities and Exchange Commission (the "Commission")
pursuant to the Securities Exchange Act of 1934 (the "Exchange Act") are hereby
incorporated by reference:
(a) The Registrant's Annual Report on Form 10-K for the fiscal
year ended May 31, 1996.
(b)(1) The Registrant's Quarterly Reports on Form 10-Q for the
quarter ended August 31, 1996.
(b)(2) The Met-Coil Systems Corporation Retirement Plan's
("Retirement Plan's") Annual Report on Form 11-K for the Plan
Year ended December 31, 1995.
(b)(3) The Registrant's report on Form 8K as filed on November 19,
1996.
(c) The description of the Registrant's Common Stock, par value
$.01 per share, contained in the Registrant's Registration
Statement on Form 8-A, dated December 5, 1985.
All documents subsequently filed by the Registrant pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of
a post-effective amendment which indicates that all securities offered have
been sold or which deregisters all securities then remaining unsold, shall be
deemed to be incorporated by reference in this Registration Statement and to be
a part hereof from the date of filing of such documents. Any statement
contained in a document incorporated or deemed to be incorporated by references
herein shall be deemed to be modified or superseded for purposes hereof to the
extent that a statement contained herein (or in any other subsequently filed
document which also is incorporated by reference herein) modifies or supersedes
such statement. Any statement so modified or superseded shall not be deemed to
constitute a part hereof except as so modified or superseded.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
3
<PAGE> 4
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 145 of the General Corporation Law of the State of Delaware
empowers a Delaware corporation to indemnify its officers and directors and
certain other persons to the extent and under the circumstances set forth
therein. In accordance with this power, Article V, Section 5 of the Amended
and Restated Bylaws of the Registrant provides that the Registrant will
indemnify to the full extent authorized by law any person made or threatened to
be a party to an action, suit or proceeding, whether criminal, civil,
administrative or investigative, by reason of the fact that he, his testator or
intestate is or was a director, officer, employee or agent of the Registrant or
is or was serving, at the request of the Registrant, as a director, officer,
employee or agent of another corporation, partnership, joint venture, trust or
other enterprise. Pursuant to the foregoing, the kinds of liabilities with
respect to which the Registrant must indemnify its officers and directors and
certain other persons may include liabilities under the Securities Act of 1933,
as amended (the "Securities Act"). In addition, the Registrant maintains
directors and officers liability insurance coverage for losses incurred by such
persons in the course of their duties for the Registrant, including liabilities
under the Securities Act.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS
See Exhibit Index
ITEM 9. UNDERTAKINGS.
A. The Registrant hereby undertakes:
(1) To file, during any period in which offers or sales
are being made, a post-effective amendment to this
Registration Statement:
(i) To include any prospectus required by Section
10(a)(3) of the Securities Act;
(ii) To reflect in the prospectus any facts or
events arising after the effective date of
this Registration Statement (or the most
recent post-effective amendment thereof)
which, individually or in the aggregate,
represent a fundamental change in the
information set forth in this Registration
Statement;
(iii) To include any material information with
respect to the plan of distribution not
previously disclosed in this Registration
Statement or any material change to such
information in this Registration Statement.
4
<PAGE> 5
Provided, however, that paragraphs (1)(i) and
(1)(ii) above do not apply if the information
required to be included in a post-effective
amendment by those paragraphs is contained in
periodic reports filed by the Registrant
pursuant to Section 13 or Section 15(d) of
the Exchange Act that are incorporated by
reference in this Registration Statement.
(2) That, for the purpose of determining any liability
under the Securities Act, 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 Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act, and each filing of the annual reports for the Plans pursuant to
Section 15(d) of the Exchange Act, that is incorporated by reference in this
Registration Statement shall be deemed to be a new Registration Statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
C. Insofar as indemnification for liabilities arising under the
Securities Act 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 Commission such
indemnification is against public policy as expressed in the Securities 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 Securities Act and will be governed
by the final adjudication of such issue.
5
<PAGE> 6
SIGNATURES
THE REGISTRANT. Pursuant to the requirements of the Securities Act of
1933, the Registrant certifies that it has reasonable grounds to believe that
it meets all of the requirements for filing on Form S-8 and has duly caused
this Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Cedar Rapids, State of Iowa, on
December 13, 1996.
MET-COIL SYSTEMS CORPORATION
By: /s/ Raymond H. Blakeman
--------------------------------------
Raymond H. Blakeman
Chief Executive Officer and
Chairman of the Board
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below hereby constitutes and appoints Raymond H. Blakeman and Randall
J. Stodola, and each of them, his true and lawful attorneys-in-fact and agents,
with full power of substitution and resubstitution, for him and in his name,
place and stead, in any and all capacities, to sign any and all amendments to
this Registration Statement, and to file the same, with all exhibits thereto,
and other documents in connection therewith with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents full power and
authority to do and perform each and every act and thing requisite and
necessary to be done in and about the premises, as fully and to all intents and
purposes as he might or could do in person hereby ratifying and confirming all
that such attorneys-in-fact and agents, or their substitute or substitutes, may
lawfully do or cause to be done by virtue hereof.
6
<PAGE> 7
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons on behalf of
the Registrant and in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
- --------- ----- ----
<S> <C> <C>
Raymond H. Blakeman/s/ December 13, 1996
- -------------------------- Chief Executive Officer and
Raymond H. Blakeman Chairman of the Board
(Principal Executive Officer)
Randall J. Stodola/s/ December 13, 1996
- -------------------------- Vice President and
Randall J. Stodola Chief Accounting Officer
Roy J. Carver, Jr./s/ Director December 13, 1996
- --------------------------
Roy J. Carver, Jr.
Michael J. Nonnenmann/s/ Director December 13, 1996
- --------------------------
Michael J. Nonnenmann
E. Keith Moore/s/ Director December 13, 1996
- --------------------------
E. Keith Moore
John F. Logan/s/ Director December 13, 1996
- --------------------------
John F. Logan
Gary M. Neal/s/ Director December 13, 1996
- --------------------------
Gary M. Neal
</TABLE>
7
<PAGE> 8
THE PLANS. Pursuant to the requirements of the Securities Act of
1933, the undersigned, thereunto duly authorized as trustees of the Met-Coil
Retirement Plan and as administrators of the Met-Coil Systems Corporation
Employee Recognition Program, the Met-Coil Systems Corporation Incentive Bonus
Plan, the Met-Coil Systems Corporation Non-Employee Director Stock Plan, and
the Met-Coil Systems Corporation 1994 Incentive Option Plan, have duly caused
this Registration Statement to be signed on behalf of each Plan in the City of
Cedar Rapids, State of Iowa, on December 13, 1996.
MET-COIL RETIREMENT PLAN
MET-COIL SYSTEMS CORPORATION EMPLOYEE
RECOGNITION PLAN
MET-COIL SYSTEMS CORPORATION INCENTIVE
BONUS PLAN
MET-COIL SYSTEMS CORPORATION NON-EMPLOYEE
DIRECTORS DEFERRED COMPENSATION AND
PERFORMANCE UNIT PLAN
MET-COIL SYSTEMS CORPORATION 1993 STOCK
OPTION PLAN
By: /s/ Raymond H. Blakeman
-----------------------------------------------
Raymond H. Blakeman, Trustee/Administrator
By: /s/ Randall J. Stodola
-----------------------------------------------
Randall J. Stodola, Trustee/Administrator
By: /s/ Patricia R. Kilpatrick
-----------------------------------------------
Patricia R. Kilpatrick, Trustee/Administrator
8
<PAGE> 9
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit Description
- ------- -----------
<S> <C>
4.1 Article IV of the Restated Certificate of Incorporation,
as amended, of the Registrant (incorporated by reference
to Exhibit 3.2 the Registrant's Quarterly Report on Form
10-Q for the quarter ended November 30, 1987). *
4.2 Articles I and IV of the Amended and Restated Bylaws of the
Registrant (incorporated by reference to Exhibit 3.4 of the
Registrant's Quarterly Report on Form 10-Q for the quarter
ended November 30, 1987). *
4.3 Met-Coil Retirement Plan, As Amended and Restated
September 16, 1992 (incorporated by reference to Exhibit
4.3 of the Registrant's Registration Statement on Form S-8
for the Retirement Plan filed on November 19, 1993
(Registration No. 33-72138). *
4.4 Met-Coil Employee Recognition Plan.
4.5 Met-Coil Incentive Bonus Plan.
4.6 Met-Coil Non-Employee Directors Deferred Compensation and
Performance Unit Plan.
4.7 Met-Coil 1993 Stock Option Plan.
5.1 Legal opinion of Shuttleworth & Ingersoll, P.C.,
Corporate Counsel, confirming the validity of the
original issuance securities being registered.
5.2 Internal Revenue Service determination letter issued
August 15, 1995 on the Met-Coil Retirement Plan's continued
qualified status.
23.1 Consent of Deloitte & Touche LLP
23.2 Consent of Ernst & Young LLP
23.3 Consent of Shuttleworth & Ingersoll, P.C. (incorporated into
the opinion filed as Exhibit 5.1). *
24 Powers of Attorney (included at Pages 6 and 7). *
</TABLE>
9
<PAGE> 1
EXHIBIT 4.4
MET-COIL EMPLOYEE RECOGNITION PROGRAM
The purpose of this Plan is to award shares of stock based upon years of
service, job performance, etc. All employees of the Corporation are eligible
to participate. Awards are recommended by local management with Corporate
approval.
<PAGE> 1
EXHIBIT 4.5
MET-COIL SYSTEMS CORPORATION
----------------------------
INCENTIVE BONUS PLAN
OCTOBER 6, 1993
<PAGE> 2
I. AUTHORITY FOR PLAN
The Incentive Bonus Plan (the "Plan") exists pursuant to the
Company's Compensation Policy as set forth in its Proxy Statement, and
accordingly shall be administered by the Compensation Committee of the
Board of Directors.
II. NATURE OF PLAN
The Plan is a discretionary plan. The Plan document sets
forth guidelines that may be followed in the discretion of the
Committee in administering the Plan. The Committee has the right to
authorize the payment of all, a portion or none of any bonuses
calculated under the guidelines, or to award bonuses in excess of the
amounts so determined, as well as to determine the timing and method
of payment.
III. PHILOSOPHY OF PLAN
In achieving its motivational objectives, the Plan balances
individual and overall corporate performance. The Plan emphasizes
incremental achievement and synergistic team efforts. The
discretionary elements of the Plan facilitates adjustments for events
and influences that were not anticipated or that are of an unusual
nature.
IV. BONUS POOLS
While continuity of approach is desirable and will strive to
be maintained, the specific formula and values to be used in
establishing bonus pools for a given fiscal year will be determined by
the Committee based on the then current circumstances and goals of the
Company.
Based on the determination of the Committee, an average of
between 50% to 65% of an established bonus pool will be allocated as a
"Unit Pool" for potential distribution at the respective operating
unit level. The remaining 35% to 50% will be allocated to a
"Corporate Pool" for potential distribution to executive management,
all other corporate personnel, and for amounts to be awarded to
personnel at any location at the discretion of the Committee.
V. DESIGNATION OF PARTICIPANTS
A. POOLS
Participants will be grouped into two categories:
Corporate Pool - All Executive Officers, Presidents, and
General Managers (and Corporate Staff)
Operating Unit Pool- All other subsidiary officers, and
participating management and
professional staff.
B. INFLUENCE GROUPS
Bonus awards should be determined not only by quality of
performance but also the influence of that performance on profits and
growth considering the participant's position. Therefore participants
should be classified into influence groups (as defined in Appendix A):
<PAGE> 3
I. Executive Management
II. Senior Management
III. Middle Management
IV. Line Management or Professional
C. PERFORMANCE RATINGS
Individual performance reviews should be conducted at least
annually. In addition to individual performance, Operating Unit and
Corporate performance should be discussed, especially as to the
individual's actual/potential impact thereon.
For Incentive Bonus Plan purposes the following scale should
be used: Outstanding, high average, average, fair and poor. Any
participant not achieving at least a rating of average should not
receive a current bonus and should not be designated a participant in
future Plan years until performance improves to a minimum of average.
VI. INDICATIVE BONUS RANGES
The following guideline grid scale weights performance quality
and influence, and correlates bonus awards with pay for performance
and shareholder value enhancement concepts.
BONUS RANGE GUIDELINE GRID
--------------------------
% OF BASE SALARY
PERFORMANCE APPRAISAL
<TABLE>
<CAPTION>
% OF AWARD IN
GROUP AVERAGE HIGH AVERAGE OUTSTANDING STOCK
- ----- ------- ------------ ----------- -------------
<S> <C> <C> <C> <C>
I 16% 32% 48% 35-50%
II 8% 16% 24% 25-35%
III 4% 8% 12% 20%
IV 2% 4% 6% 20%
</TABLE>
VII. PAYMENT OF INCENTIVE BONUS AWARDS
Individual incentive bonuses at the election of the Committee
may be paid in cash or in a combination of cash and common stock. The
number of shares to be issued will be determined by dividing the value
per share into the portion of the individual incentive bonus to be
paid in stock. The value per share shall be a 30 day average of
NASDAQ closing prices for a designated period subsequent to the
Company's public release of fiscal year results.
Cash bonus amounts, if any, shall be paid on or before August
31 of each year or at such other time as shall be determined by the
Committee in its sole discretion. Stock certificates for the share
component of the bonus, if any, will normally be issued on or about
October 31st.
<PAGE> 4
APPENDIX A
INFLUENCE GROUP CLASSIFICATIONS
Influence group classification will be based on the degree of
growth/profit influence of a given position according to the following
descriptions and bench mark comparison guides. Group I will provide
the highest bonus participation opportunity and Group IV, the lowest.
BENCH MARK POSITION GUIDE
<TABLE>
<CAPTION>
Group
-----
<S> <C>
I Corporate Officer
President
General Manager
II Top Sales Executive
Chief Engineering Executive
Top Manufacturing Executive
Top Financial Executive
III Industrial Engineer
Purchasing Agent
Sales Office Manager
Production Control Manager
Service Manager
Senior Level Foreman
IV Senior Accountant
Design Engineer
Foreman
Professional Support Person
</TABLE>
<PAGE> 5
MET-COIL SYSTEMS CORPORATION
INCENTIVE BONUS PLAN
FISCAL 1995 BONUS POOL FORMULAS
Objectives Key objectives for '95 again include encouraging synergistic
efforts between and among the Operating Units as evidenced by increased
international and intercompany sales and by increased performance profit.
Formally added for '95 is an emphasis on cash and asset management.
Financial Data
Legend: $000's, A - Actual, B - Budget, * or N/A - Not Applicable
<TABLE>
<CAPTION>
IPI TLC
-------------------------- --------------------------
'94A CHANGE '95B '94A CHANGE '95B ROWE
------- ------ ------ ------ ------ ------- ------------------
<S> <C> <C> <C> <C> <C> <C> <C>
SALES: Special Plan: 50%
TOTAL 12,395 * 13,500 16,846 * 21,200 on MBO's and 50%
INT'L 2,992 408 3,400 2,012 588 2,600 on Pref. profit
INTERCO 7 --- --- 1,668 --- 1,300 (payout target 9%
of perf. profit)
PERF.PROFIT 1,046 346 1,392 1,166 1,043 2,209
</TABLE>
Bonus Pool Formula
<TABLE>
<CAPTION>
Component: IPI TLC
----------------------
<S> <C> <C>
A. 2% of increased int'l sales 8 12
B. 2% of increased interco sales --- ---
C. 15% of increased perf. profit 64 126
D. 2% of perf. profit discretionary 41 62
(eff. at 85% of budget)
E. ROAIC actual to budget %
(based on pref. profit)
85 - 100% 1% 20 31
101 - 121% 2% --- ---
121 - up 3% --- ---
------- ------
Total Pool 133 231
======================
% Perf. Profit 7% 7%
MEMO:
1. '94 Actual pool 126 223
======================
2. '93 Actual payout 95 145
=======================
</TABLE>
<PAGE> 1
EXHIBIT 4.6
MET-COIL SYSTEMS CORPORATION
NON-EMPLOYEE DIRECTORS
DEFERRED COMPENSATION AND PERFORMANCE UNIT PLAN
(EFFECTIVE OCTOBER 8, 1996)
<PAGE> 2
MET-COIL SYSTEMS CORPORATION
NON-EMPLOYEE DIRECTORS
DEFERRED COMPENSATION AND PERFORMANCE UNIT PLAN
(Effective October 8, 1996)
INTRODUCTION. Met-Coil Systems Corporation (the "Company") hereby
establishes the Met-Coil Systems Corporation Non-Employee Directors Deferred
Compensation and Performance Unit Plan, effective, October 8, 1996 (the
"Plan"), as set forth herein. The Plan is established to further the Company's
long term growth and to provide the Company's non-employee directors with the
opportunity to elect to defer all or a portion of their retainer fees otherwise
payable by the Company and to receive deferred compensation from the Company.
Compensation deferred under the Plan shall be credited in awards of Performance
Units, the value of which is related to the value of whole shares of common
stock, par value $.01, of the Company.
1. DEFINITIONS.
(a) "Account" shall mean the record maintained by the Company of a
Participant's interest under the Plan credited in Performance Units and their
value.
(b) "Board" shall mean the Board of Directors of the Company.
(c) "Change in Control" shall mean any individual, corporation,
partnership, group, association or other "person" (as such term is used in
Section 13(d) and 14(d) of the Securities Exchange Act of 1934 (the "Exchange
Act")) becoming a "beneficial owner" (as defined in Rule 13d-3 of the Exchange
Act) of securities of the Company representing forty percent (40%) or more of
combined voting power of the Company's then outstanding voting securities,
unless such person has filed Schedule 13G and all required amendments thereto
for its holdings and continues to hold such securities for investment in a
manner qualifying such person to use Schedule 13G for ownership reporting.
(d) "Code" shall mean the Internal Revenue Code of 1986, as amended, and
Department of Treasury regulations issued and effective thereunder.
(e) "Committee" shall mean the committee established under Section 8 of
the Plan.
(f) "Company" shall mean Met-Coil Systems Corporation, a Delaware
corporation, and any successor in interest by merger, acquisition or
reorganization.
(g) "Director" shall mean an individual serving as a member of the
Board.
(h) "Director's Fee" shall mean a Director's annual retainer or Board or
committee meeting fee (excluding per diem allowances or expenses) that becomes
payable to a Participant under the Company's plan, policy or arrangement
providing for the payment of such fees.
(i) "Effective Date" shall mean October 8, 1996
<PAGE> 3
(j) "Eligible Director" shall mean any Director who on the Effective
Date or thereafter is not and has never been an employee of the Company or any
subsidiary, parent or affiliate of the Company, and who is not prohibited from
holding common stock of the Company by any policy or request of any outside
employer or affiliate of the Director or by any professional ethical standard
applicable to the Director.
(k) "Notice" shall mean a written election by a Participant to defer
Director's Fees under the Plan on the form prescribed by the Committee.
(l) "Participant" shall mean an Eligible Director who has made the
election described in Section 2 of the Plan to defer the receipt of Director's
Fees under the Plan. Such an Eligible Director shall remain a Participant until
no election to defer Director's Fees under the Plan remains effective for him
or her and all amounts contributed to the Plan on his or her behalf have been
distributed.
(m) "Plan" shall mean the Met-Coil Systems Corporation Non-Employee
Directors Deferred Compensation and Performance Unit Plan, effective October 8,
1996, as set forth herein and as it may be amended from time to time.
(n) "Plan Year" shall mean the calendar year.
(o) "Unforeseeable Emergency" shall mean a severe financial hardship to
the Participant resulting from a sudden and unexpected illness or accident of
the Participant or of his or her dependent (as defined in Section 152(a) of the
Code), loss of the Participant's property due to casualty, or other similar
extraordinary and unforeseeable circumstance arising as a result of events
beyond the Participant's control. The circumstances that will constitute an
Unforeseeable Emergency will depend upon the facts of each case, but in any case
payment shall not be made to the extent that the hardship is or may be relieved:
(i) through reimbursement or compensation by insurance or
otherwise;
(ii) by liquidation of the Participant's assets, to the
extent the liquidation of such assets would not
itself cause severe financial hardship; or
(iii) by cessation of deferrals under the Plan.
For purposes of the Plan, an "Unforeseeable Emergency" shall not include a
Participant's need to send his or her child to college or a Participant's
desire to purchase a home.
<PAGE> 4
2. PARTICIPANT CONTRIBUTIONS.
(a) An Eligible Director who is entitled to receive Director's Fees may
elect to defer all or any portion of a Director's Fee otherwise payable to him
or her under the Plan. A deferral election hereunder shall be made by filing a
Notice with the Committee no later than December 31 of the Plan Year preceding
the Plan Year in which the Director's Fees to be deferred are otherwise payable
to the Director. The amount of Director's Fee to be deferred shall be specified
in the Notice. Each Notice shall be effective only for the Director's Fees for
the Plan Year for which it is filed.
(b) An Account shall be established on behalf of each Participant for
contributions made under subparagraph (a) above. The Account shall be a
bookkeeping record credited with Performance Units (as described in Section 3)
and charged for distributions. Contributions will be credited to each
Participant's Account as of the date the Director's Fee becomes payable to the
Director. A Participant shall always have a fully vested interest in the
adjusted balance of his or her Account.
3. PERFORMANCE UNITS.
(a) Director's Fees deferred under the Plan shall be credited to a
Participant's Account as Performance Units. The number of whole and fractional
Performance Units credited shall be equal to the dollar amount deferred by the
Participant divided by the value of one share of the Company's common stock, as
determined under Section 6. The Committee shall notify the Participant in
writing of the number and value of the Performance Units credited to his or her
Account.
(b) As of each record date of the Company's common stock, the Account of
each Participant credited with Performance Units shall be credited with
additional whole and fractional Performance Units equal to the dividend paid on
a share of common stock multiplied by the number of Performance Units credited
to the Participant's Account and divided by the value of one share of the
Company's common stock as of the record date, as determined under Section 6.
The Committee shall notify the Participant in writing of the number and value
of the Performance Units credited to his or her Account.
4. ACCOUNT DISTRIBUTIONS.
(a) A Participant's Account shall be distributed to the Participant as
of the last day of the calendar month following the month in which the earliest
of the following occurs: (i) the Participant's services as a Director of the
Company cease, (ii) a Change in Control occurs or (iii) the Plan is terminated.
Notwithstanding the foregoing, a Participant may select another distribution
date for all or any portion of a deferred amount by specifying the distribution
date on the Notice filed with the Committee for that deferral; provided, that
such distribution date shall not be before the second Plan Year following the
Plan Year in which the deferred amount is otherwise payable. Upon the approval
of the Committee, a Participant who has specified a distribution date may amend
the Notice to elect a later distribution date; provided, that the subsequent
election is made before January 1 of the Plan Year immediately preceding the
Plan Year that includes the original distribution date.
<PAGE> 5
(b) Account distributions will be made no later than thirty (30) days
after the distribution date specified in this Section 4 in the form elected by
the Participant. Account distributions shall be made either (I) in a single sum
cash payment in an amount equal to the number of Performance Units to be
distributed multiplied by the value of one share of the Company's common stock,
or (ii) in whole shares of the Company's common stock equal to the number of
full Performance Units to be distributed (with fractional Performance Units to
be paid in cash (valued as described herein)).
(c) Notwithstanding anything in the Plan to the contrary, if a
Participant incurs an Unforeseeable Emergency, he or she may elect to make a
withdrawal from his or her Account, but only to the extent reasonably needed to
satisfy the Unforeseeable Emergency. A Participant who wishes to receive such
a withdrawal shall apply for the distribution on a form prescribed by the
Committee and shall provide information to the Committee reasonably necessary
to permit the Committee to determine whether an Unforeseeable Emergency exists
and the amount of the distribution reasonably needed to satisfy the
Unforeseeable Emergency.
(d) If a Participant dies before distribution has been made under the
Plan, distribution of his or her Account shall be made to the beneficiary or
beneficiaries designated in the Participant's Notice or on such other form
prescribed by the Company. If no beneficiary designation has been made, payment
shall be made to the Participant's estate. Payment shall be made in either a
single sum cash payment or whole shares of common stock of the Company (with
fractional Performance Units payable in cash), as elected by the beneficiary or
the executor of the Participant's estate, as applicable.
5. COMMON STOCK SUBJECT TO PLAN. Shares of stock distributable under
the Plan shall be shares of par value $.O1 common stock of the Company. Subject
to adjustment as provided in Section 9, the aggregate number of shares of
common stock that may be delivered under the Plan shall not exceed 150,000.
Either authorized and unissued shares or treasury shares may be delivered under
the Plan.
6. PERFORMANCE UNIT VALUATION. One Performance Unit shall at all times
have a value equal to the value of one share of the Company's common stock,
which shall be the average of the high and low prices of the Company's common
stock for the most recent twenty (20) consecutive trading days immediately
preceding the valuation date. Performance Units shall be valued as of the date
of credit to a Participant's Account and as of the date all or any portion of a
Participant's Account is distributable under the Plan.
7. NOTICES IRREVOCABLE. Except to the extent specifically provided in
Section 4, a Participant's election to defer Director's Fees under the Plan for
a Plan Year shall be irrevocable. Notwithstanding the foregoing, if a
Participant incurs an Unforeseeable Emergency, he or she may elect to amend or
revoke his or her Notice (but only to the extent reasonably needed to relieve
the Unforeseeable Emergency) by filing such form as is prescribed by the
Committee. A Notice to amend or revoke the deferral of Director's Fees shall be
effective for the remainder of the Plan Year in which the Notice is filed;
provided, that if the Notice was amended the Participant may further amend or
revoke the Notice if the Participant incurs an Unforeseeable Emergency.
<PAGE> 6
8. ADMINISTRATION. The Plan shall be administered by a Committee,
which may be the Board, who shall have all powers necessary to carry out the
provisions of the Plan. The Committee shall have the sole, final and
discretionary authority to interpret the Plan, and its determinations as to
eligibility, status and the rights of Eligible Directors and Participants shall
be conclusive and binding on all persons; provided, that if the Committee or
one of its members is a Participant, then determinations regarding the
Participant's benefits under the Plan shall be made by the Board. The expenses
of administering the Plan will be paid by the Company.
9. CHANGES IN CAPITAL AND CORPORATE STRUCTURE. In the event of any
change in the outstanding shares of common stock of the Company by reason of an
issuance of additional shares, recapitalization, reclassification,
reorganization, stock split, reverse stock split, combination of shares, stock
dividend or similar transaction, the Committee shall proportionately adjust, in
an equitable manner, the number of Performance Units held by Participants under
the Plan to reflect such change.
10. NONTRANSFERABILITY. Performance Units credited under the Plan, and
any rights and privileges pertaining thereto, may not be transferred, assigned,
pledged or hypothecated in any manner, by operation of law or otherwise, other
than by will or the laws of descent and distribution, and any attempt to do so
shall be void. No interest of any person or entity in the Plan, nor any right
to receive a benefit hereunder, shall be subject in any manner to sale,
attachment, garnishment or other alienation or encumbrance of any kind, nor may
such interest or right be taken, voluntarily or involuntarily, for the
satisfaction of the debts, obligations or claims against such person or entity,
including claims for alimony, support, separate maintenance and claims in
bankruptcy proceedings.
11. WITHHOLDING. The Company shall have the right to deduct from all
amounts paid under the Plan any taxes required by law to be withheld with
respect to such payments.
12. NO VOTING RIGHTS. Participants shall not have any voting rights
with respect to Performance Units held in Participant Accounts and are not
shareholders of the Company with respect to such Performance Units until shares
of common stock are actually issued under the Plan.
13. COMPLIANCE WITH APPLICABLE LAWS. Shares of common stock delivered
under the Plan shall be subject to such conditions, limitations or restrictions
as the Board may deem advisable or necessary to comply with any applicable
federal, state or foreign laws, rules or regulations, including those of any
stock exchange upon which the common stock is then listed.
14. PLAN ACCOUNTS UNFUNDED. The Plan and the Accounts hereunder shall
at all times be unfunded, and no provision shall at any time be made with
respect to segregating assets of the Company for payment of benefits hereunder.
No Participant or other person shall have any interest in any particular assets
of the Company by reason of the right to receive a benefit under the Plan and
any such Participant or other person shall have only the rights of a general
unsecured creditor of the Company with respect to any rights under the Plan.
<PAGE> 7
15. NO PARTICIPANT RIGHTS. Participation in the Plan does not give a
Participant the right to be retained as a Director or any right or claim to any
benefit under the Plan, unless the right or claim has specifically accrued
under the Plan.
16. PLAN AMENDMENT. The Committee may amend the Plan at any time,
without the consent of Participants or their beneficiaries; provided, that no
amendment shall divest any Participant or beneficiary of the credits to his or
her Account, or of any rights to which he or she would have been entitled if
the Plan had been terminated immediately before the effective date of such
amendment.
17. PLAN TERMINATION. The Committee may terminate the Plan at any time.
Upon termination of the Plan, distribution of Participants' Accounts shall be
made in the manner and at the time prescribed herein; provided, that no
additional amounts shall be credited to the Account of a Participant after
termination of the Plan.
18. NOTICES. Any notice or election required or permitted to be given
to the Committee hereunder shall be in writing and shall be deemed to be filed
(i) on the date it is personally delivered to the Committee, or (ii) three (3)
business days after it is sent by registered or certified mail, addressed to
the Committee at the principal offices of the Company.
19. GOVERNING LAW. Except to the extent preempted by federal law, the
Plan and all matters related thereto shall be governed by the laws of the State
of Iowa.
20. INCAPACITY. If a person entitled to a payment under the Plan is
deemed by the Committee to be incapable of personally receiving and giving a
valid receipt for the payment, the Company may make the payment or any part
thereof to a duly appointed guardian or legal representative, or to any other
person or institution then contributing toward or providing for the care and
maintenance of such person. The payment shall be for the account of such person
and a complete discharge of any liability of the Company, the Committee and the
Plan.
21. LIABILITY LIMITED. Notwithstanding anything in the Plan to the
contrary, neither the Company, the Committee nor any individual acting as an
employee or agent of the Company or the Committee shall be liable to any
Participant, former Participant, beneficiary or other person for any claim,
loss, liability or expense incurred in connection with the Plan.
22. SEVERABILITY. If any part of this Plan is declared by a court or
other governmental authority to be invalid, the invalidity shall not affect any
portion not declared to be invalid. A portion declared to be invalid shall be
construed in a manner to give it valid effect to the extent possible.
<PAGE> 8
23. CLAIMS PROCEDURE.
(a) A person claiming a benefit, requesting an interpretation or
ruling under the Plan, or requesting information under the Plan shall present
the request in writing to the Committee, which shall respond to the claimant in
writing within thirty (30) days.
(b) If the claim or request is denied, the written notice of
denial shall state;
(i) the reason for denial, with specific reference to the Plan
provision on which the denial is based;
(ii) a description of any additional material or information
required and an explanation of why it is necessary; and
(iii) an explanation of the Plan's claim review procedure.
(c) A person whose claim or request is denied or who has not
received a response within thirty (30) days may request review by notice given
in writing to the Committee. The claim or request shall be reviewed by the
Committee who may, but shall not be required to, grant the claimant a hearing.
On review, the claimant or his or her legal representative may examine pertinent
documents and submit issues and comments in writing.
(d) The decision on review shall normally be made within sixty
(60) days. If an extension of time is required for a hearing or other special
circumstances, the claimant shall be notified and the time limit shall be one
hundred twenty (120) days. The decision shall be in writing and shall state the
reason for the decision and the relevant Plan provisions. All decisions on
review shall be final and binding on all parties concerned.
* * *
IN WITNESS WHEREOF, The Company has caused this document to be executed by
its duly authorized officer as of the _______ day of ________________________,
1996.
MET-COIL SYSTEMS CORPORATION
By ____________________________________
Its ____________________________________
<PAGE> 1
EXHIBIT 4.7
1993 EMPLOYEE
STOCK OPTION PLAN
JUNE 4, 1993
<PAGE> 2
MET-COIL SYSTEMS CORPORATION
1993 STOCK OPTION PLAN
TABLE OF CONTENTS
<TABLE>
<CAPTION>
ITEM # ITEM DESCRIPTION
- ------ ----------------
<S> <C>
1 Purpose . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2 Participation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
3 Number of Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
4 Administration . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
5 Grant of Stock Options . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
6 Terms and Conditions of Stock Options . . . . . . . . . . . . . . . . . . . . . .
6.1 Exercise Price . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
6.2 Term of Option and Vesting . . . . . . . . . . . . . . . . . . . . . . . . . . .
6.3 Exercise of Stock Option and Payment of Shares . . . . . . . . . . . . . . . . .
6.4 Non-Transferability of Options . . . . . . . . . . . . . . . . . . . . . . . . .
6.5 Termination of Employment . . . . . . . . . . . . . . . . . . . . . . . . . . . .
6.6 Death, Disability or Retirement of Optionee . . . . . . . . . . . . . . . . . . .
7 Special Rules of Incentive Stock Option . . . . . . . . . . . . . . . . . . . . .
7.1 Limitation of Amounts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
7.2 Ten Percent Stockholders . . . . . . . . . . . . . . . . . . . . . . . . . . . .
8 Adjustment in Event of Changes in Capitalization . . . . . . . . . . . . . . . .
9 Rights of Stockholder, Etc. . . . . . . . . . . . . . . . . . . . . . . . . . . .
10 Term of Plan . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
11 Fair Market Value . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
12 Termination or Amendment of the Plan . . . . . . . . . . . . . . . . . . . . . .
13 Notices . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
14 Approval of Stockholders . . . . . . . . . . . . . . . . . . . . . . . . . . . .
15 Indemnification of Committee . . . . . . . . . . . . . . . . . . . . . . . . . .
16 Application of Funds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
17 No Obligation to Exercise Option . . . . . . . . . . . . . . . . . . . . . . . .
</TABLE>
<PAGE> 3
1993 STOCK OPTION PLAN
1. PURPOSE. The purpose of the 1993 Stock Option Plan (the "Plan") of
Met-Coil Systems Corporation (the "Company") is to advance the interest of the
Company and its stockholders by providing key employees of the Company and its
subsidiaries, upon whose judgment, initiative and efforts the success of the
Company's business largely depends, with an additional incentive to continue
their efforts on behalf of the Company by providing them with an opportunity to
acquire a stake in the future of the Company-Options issued under the Plan
("Options") will entitle the holders thereof to purchase Common Stock of the
Company, par value $.01 ("Common Stock'), and will be either: (a) incentive
stock options within the meaning of Section 422 of the Internal Revenue Code of
1986, as amended (the "Code") (such options to be referred to herein as "ISOs"
and in materials related to the Plan as "ISOs" or "Qualified Stock Options"),
or (b) options that are not intended to be ISOs, (referred to herein as "NSOs"
and in materials related to the Plan as "NSOs" or "Nonqualified Stock Options"
or "Nonstatutory Stock Option"); provided that an option that is not
specifically designated as an ISO or an NSO shall be an ISO.
2. PARTICIPATION. Participants in the Plan will be those individuals
selected by the Compensation Committee (the "Committee") of the Board of
Directors (the "Board"), in its sole discretion, on the basis of their ability
to affect major decisions and actions that influence the profitable growth and
development of the Company and its subsidiaries, and such other factors as the
Committee shall deem appropriate. Recipients of Options ("Optionees") must be
employees of the Company or its parent or subsidiary corporations (within the
meaning of Section 424(f) of the Code). An Optionee may hold more than one
Option, but only on the terms and subject to the restrictions hereinafter set
forth.
3. NUMBER OF SHARES. The total number of shares of Common Stock
reserved for distribution under the Plan will be 300,000 shares, subject to
adjustment pursuant to Section 8 of the Plan. Shares of Common Stock issued
under the Plan may be
<PAGE> 4
either authorized but unissued shares or shares previously issued and
reacquired by the Company. If and to the extent that Options are granted under
the Plan, the maximum number of shares available for future grants shall be
reduced by the number of shares with respect to which Options have been
granted; if and to the extent Options granted under the Plan terminate, expire
or are canceled without such Options having been exercised, such terminated,
expired or canceled Options shall be added back to the maximum number of shares
then available for the granting of future Options under this Plan.
4. ADMINISTRATION. The Plan shall be administered by the Compensation
Committee of the Company's Board of Directors or those members of the Committee
that satisfy the requirements for disinterested administration described in
Rule 16b-3 under the Securities Exchange Act of 1934 (the "Act"). A majority of
such members of the Committee acting at a meeting at which a quorum is present,
or acts reduced to or approved in writing by a majority of such members of the
Committee, shall be valid acts of the Committee. The Committee is authorized,
subject to provisions of the Plan, to establish such other rules and
regulations as it deems necessary to the proper administration of the Plan and
to make such determinations and interpretations and to take such action in
connection with the Plan and any Options as it deems necessary or advisable.
All determinations and interpretations made by the Committee shall be binding
and conclusive on all optionees and on their legal representatives and
beneficiaries. No member of the Committee shall be liable for any action or
determination made in good faith in respect to the Plan or any option granted
under it
5. GRANT OF STOCK OPTIONS. Options may be granted to eligible persons
in such number and at such times during the term of this Plan as the Committee
shall determine.
6. TERMS AND CONDITIONS OF STOCK OPTIONS. All Options granted under
the Plan shall be evidenced by a written agreement executed by the Company and
the Optionee and shall be in such form as the Committee may from time to time
determine and shall be subject to the following terms and conditions:
<PAGE> 5
6.1 EXERCISE PRICE. The exercise price per share with respect to each
Option shall be determined by the Committee at the time of grant, but may not
be less than the then Fair Market Value. If the Committee does not establish an
exercise price, at the time of grant, an Option shall have an exercise price
equal to such Fair Market Value except as provided in Section 7.2.
6.2 TERM OF OPTION AND VESTING. Each Option shall become exercisable
on a schedule, and subject to such conditions (including conditions related to
the performance of the Company or the Optionee that are designed to motivate
and reward achievement) determined by the Committee at the time of grant,
provided that (except as provided below in connection with a change in control)
no Option may be exercisable, in full or in part, prior to the first
anniversary of its date of grant. If the Committee does not establish a vesting
schedule at the time of grant, an Option shall become exercisable with respect
to 25% of the shares covered thereby on each of the first, second, third and
fourth anniversaries of grant so that it is fully exercisable from and after
such fourth anniversary. Each Option shall remain exercisable for a term
determined by the Committee at the time of grant, provided, however, that no
Option shall expire later than ten (10) years from the date of grant.
Notwithstanding any provision to the contrary, if a Change in Control of the
Company occurs, all Options shall immediately become exercisable. A "Change in
Control" shall be deemed to have occurred if:
(a) any "person" (as such term is used in Sections 13(d) and 14(d) of
the Act), other than a trustee or other fiduciary holding securities under an
employee benefit plan of the Company or a corporation owned, directly or
indirectly, by the stockholders of the Company in substantially the same
proportions as their ownership of the stock of the Company, is or becomes the
"beneficial owner" (as defined in Rule 13d-3 of the Act) directly or
indirectly, of securities of the Company representing 25% or more of the
combined voting power of the Company's then outstanding securities; or
<PAGE> 6
(b) during any period of twenty-four (24) consecutive months,
individuals who at the beginning of such period constitute, the Board of
Directors of the Company and any new director (other than a director designated
by a person who has entered into an agreement with the Company to effect a
transaction described in (a) or (c)) whose election of the Board of Directors
of the Company or whose nomination for election by the Company's stockholders
was approved by a vote of at least two-thirds (2/3) of the directors then still
in office who either were directors at the beginning of the period or whose
election or nomination for election was previously so approved, cease for any
reason to constitute a majority thereof; or
(c) the stockholders of the Company approve a merger or consolidation
of the Company with any other corporation, other than a merger or consolidation
that would result in the voting securities of the Company outstanding
immediately prior thereto continuing to represent (either by remaining
outstanding or by being converted into voting securities of the surviving
entity) at least 70% of the combined voting power of the voting securities of
the Company or such surviving entity outstanding immediately after such merger
or consolidation, the stockholders of the Company approve a plan of complete
liquidation of the Company, or the stockholders of the Company approve an
agreement for the sale or disposition by the Company of all or substantially
all the Company's assets; or
(d) the Committee, in its sole discretion, determines that a Change in
Control of the Company has occurred.
6.3 EXERCISE OF STOCK OPTION AND PAYMENT FOR SHARES. To exercise an
Option, the Optionee shall give written notice to the Company specifying the
number of shares to be purchased and accompanied by payment of the full
purchase price therefor. Payment of the purchase price shall be made by
presentment in any of the three following forms (or any combination thereof);
cash; check (either the personal check of the Optionee, whether certified or
not, or a bank check); or shares of Common Stock (whose value for such purpose
shall be their Fair Market Value on the date the exercise notice is received,
computed in accordance with Section 11 of the Plan). Notwithstanding the
foregoing, shares of Common Stock may be used as payment by an individual
subject to Section 16 of the Act only to the extent that such
<PAGE> 7
action would be exempt pursuant to Rule 16b-3 thereunder. Shares of the Common
Stock used in connection with payment as herein described may not be shares
obtained pursuant to Options granted under the Plan unless such shares have
been held for at least two years from date of granting of the option and one
year from date of transfer of these shares to Optionee. Any person exercising
an Option shall make such representations and agreement and furnish such
information as the Board may in its discretion deem necessary or desirable to
assure compliance by the Company, on terms acceptable to the Company, with the
provisions of the Securities Act of 1933, as amended, and any other applicable
legal requirements. Each Option granted under the Plan shall be subject to the
requirement that, if at any time the Board shall determine that the listing,
registration or qualification of the shares subject thereto upon any securities
exchange or under any state or federal law, or the consent or approval of any
governmental regulatory body, are necessary or desirable in connection with the
issue or purchase of the shares subject thereto, no such Option may be
exercised in whole or in part unless such listing, registration, qualification,
consent or approval shall have been effected or obtained free of any conditions
not acceptable to the Board. Upon the determination by the Board that any of
the above listings, registrations, qualifications, consent or approvals are
necessary or desirable, the Company shall undertake its best efforts to obtain
same. The Optionee shall have no rights against the Company if the Option is
not exercisable by virtue of the foregoing provision.
6.4 NON-TRANSFERABILITY OF OPTIONS. No stock granted under the Plan
shall be transferable by the Optionee other than by will or the law of descent
and distribution and such option shall be exercisable, during his lifetime,
only by the Optionee, and after such Optionee's death, only pursuant to the
provisions of Section 6.6 hereof.
6.5 TERMINATION OF EMPLOYMENT. Upon termination of an Optionee's
service as an employee for any reason other than retirement at or after an age
that would qualify the Optionee for full vesting under a retirement plan of the
Company that is qualified under Section 401(a) of the Code ("Retirement"),
death, total and permanent disability, or termination for cause, his Options
shall be exercisable only as to those shares of Common Stock that were
immediately purchasable by him at the date of such termination and only for a
period of three months after the date of termination,
<PAGE> 8
but not beyond the original expiration date of such Options. If an Optionee's
services as an employee is terminated for cause, all rights under his Options
shall expire upon such termination. The Committee shall determine the reason
for termination of the Optionee's employment and its determination shall be
binding and conclusive.
6.6 (a) Death, Disability or Retirement of Optionee. Upon the death of
an Optionee, whether during his period of service as an employee or during the
three month period referred to in the first sentence of Section 6.5, his
Options shall be exercisable by his legal representatives or beneficiaries only
as to those shares of Common Stock that were immediately purchasable by him at
the time of his death and only for a period of twelve (12) months after the
date of his death, but not beyond the original expiration date of such Options.
6.6 (b) If an employee is terminated due to disability or retirement
(as that term is defined in Section 105(d)(4) of the Code), his Options shall
be exercisable by him as to those shares of Common Stock that were immediately
purchasable by him at the time of his termination and only for a period of
twelve (12) months following such termination, but not beyond the original
expiration date of such Options.
7. SPECIAL RULES FOR INCENTIVE STOCK OPTIONS.
7.1 LIMITATION ON AMOUNTS. The aggregate Fair Market Value (determined
with respect to each ISO as of the time such ISO is granted) of the capital
stock with respect to which ISOs are exercisable for the first time by an
employee during any calendar year (under the Plan or any other plan of the
Company or the parent of any subsidiary of the Company) shall not exceed
$100,000.
7.2 TEN PERCENT STOCKHOLDERS. If the recipient of an ISO owns (within
the meaning of Section 424(d) of the Code) more than ten percent of the
combined voting power of all classes of stock of the Company or its parent or
subsidiary then the exercise price of such ISO shall be at least 110% of the
Fair Market Value of the Common Stock subject to such ISO on the date of grant
and such Option may not be exercisable five years after the date of grant.
<PAGE> 9
8. ADJUSTMENT IN EVENT OF CHANGES IN CAPITALIZATION. In the event of a
recapitalization, stock split, stock dividend, combination or exchange of
shares, merger, consolidation, rights offering, separation, reorganization or
liquidation, or any other change in the corporate structure or shares of the
Company, the Committee shall make such equitable adjustments as it may deem
appropriate in the number and kind of shares authorized by the Plan and, with
respect to outstanding stock options, in the number and kind of shares covered
thereby and in the option price.
9. RIGHTS OF A STOCKHOLDER, ETC. An Optionee shall have no rights as a
stockholder with respect to any shares covered by an Option until the date of
issuances of such shares, and nothing in this Plan or any option granted
pursuant hereto shall confer on any person any right to continue in the employ
of the Company or to continue to perform services for the Company or interfere
in any way with the right of the Company to terminate his service as an
employee at any time.
10. TERM OF PLAN. This Plan shall terminate and no Options shall be
granted thereunder following a date ten (10) years following the date of
enactment of this Plan by the Board of Directors, or the date this plan is
approved by the stockholders, whichever is earlier. Notwithstanding the
foregoing, Options granted prior to the date of the termination of the Plan may
extend beyond that date and the terms and conditions of the Plan shall continue
to apply thereto.
11. FAIR MARKET VALUE. The term "Fair Market Value" as used herein
shall mean the closing price of a share of Common Stock, but without
consideration of any restrictions contained herein, on the principal securities
exchange on which the Common Stock is traded on the relevant date (or on the
next preceding date on such stock was traded if no shares of Common Stock were
traded on the relevant date), or if the Common Stock is not traded on a
securities exchange, Fair Market Value shall be deemed to be the average of the
high bid and low asked prices of the Common Stock, without consideration of
restrictions placed on the stock issued under this Plan, in the
over-the-counter market on the relevant date or on the next preceding date on
which such a high bid and low asked prices were recorded, as reported by the
National Association of Securities Dealers, Inc. If the Common Stock of the
Company is not traded on a securities exchange or in the over-the-counter
market
<PAGE> 10
Fair Market Value shall be determined by the Committee, which may seek
appraisals by qualified independent appraisers as it deems appropriate. Any
qualified and independent appraisers appointed shall be paid for their services
by the Company.
12. TERMINATION AND AMENDMENT OF THE PLAN. The Board may, at any time
and from time to time, terminate, modify or amend the Plan in any respect,
provided however, that unless also approved or ratified by the stockholders of
the Company, any such modification or amendment shall not (except as provided
in Section 8 hereof): (i) materially increase benefits (within the
contemplation of Rule 16b-3 under the Act); (ii) increase the maximum number of
shares for which options may be granted under the Plan: (iii) reduce the option
price at which Options may be granted; (iv) extend the period during which
Options may be granted or exercised beyond the times originally prescribed; or
(v) change the persons eligible to participate in the Plan. No such
termination, modification or amendment may materially and adversely affect the
rights of an Optionee under an outstanding Option.
13. NOTICES. All notices, requests and other documents to be given
hereunder by any party hereto shall be in writing and shall be either delivered
personally upon which delivery the recipient shall deliver a receipt therefor
in writing, signed and dated by the recipient, or mailed by registered or
certified mail, return receipt requested, to the appropriate party. Any such
notice, request or other document shall be deemed received at the time of
personal delivery or three business days after it is so mailed.
14. APPROVAL OF STOCKHOLDERS. The Plan shall only be effective provided
the holders of a majority of the shares of Common Stock present in person or by
proxy at a duly constituted meeting of stockholders approve the Plan, which
approval must occur within the period beginning twelve (12) months before and
ending twelve (12) months after the date the Plan is adopted by the Board.
15. INDEMNIFICATION OF COMMITTEE. In addition to such other rights of
indemnification as they may have as directors, the members of the Committee be
indemnified by the Company against the reasonable expenses, including
attorneys' fees actually and necessarily incurred in connection with the
defense of any action,
<PAGE> 11
suit or proceeding, or in connection with any appeal therein, to which they or
any of them may be a party by reason of any action taken or failure to act
under or in connection with the Plan or any option granted thereunder, and
against all amount paid by them in settlement thereof (provided such settlement
is approved by independent legal counsel selected by the Company) or paid by
them in satisfaction of a judgment in any such action, suit or proceeding in
which such Committee member is found liable in connection with the performance
of his duties (unless the conduct or inaction giving rise to liability
constitutes willful misconduct or gross negligence); provided that within sixty
(60) days after institution of any such action, suit or proceeding a Committee
member shall in writing offer the Company the opportunity, at its own expense,
to handle and defend the same.
16. APPLICATION OF FUNDS. The proceeds received by the Company from the
sale of stock pursuant to Options will be used for general corporate purposes.
17. NO OBLIGATION TO EXERCISE OPTION. The granting of an Option shall
impose no obligation upon the Optionee to exercise such option, nor shall the
granting of such Option be construed to guarantee employment to the Optionee.
<PAGE> 1
EXHIBIT 5.1
December 12, 1996
Met-Coil Systems Corporation
5488 6th Street, SW
Cedar Rapids, Iowa 52404
RE: FORM S-8 REGISTRATION STATEMENT FOR MET-COIL SYSTEMS CORPORATION
Ladies and Gentlemen:
We have acted as counsel for Met-Coil Systems Corporation (the
"Company"), in connection with the proposed issuance by the Company of up to
850,000 shares of the Company's common stock, par value $.01 per share (the
"Common Stock"), under the following employee benefit plans (the "Plans"),
which Common Stock is being registered pursuant to the filing of a Registration
Statement on Form S-8 under the Securities Act of 1933 (the "Act"):
Met-Coil Retirement Plan
Met-Coil Systems Corporation Employee Recognition Plan
Met-Coil Systems Corporation Incentive Bonus Plan
Met-Coil Systems Corporation Non-Employee Directors Deferred
Compensation And Performance Unit Plan
Met-Coil Systems Corporation 1993 Stock Option Plan
We have examined the Company's Restated Certificate of Incorporation,
its Amended and Restated Bylaws, the Plans and such other corporate records,
certificates, documents and matters of law as we have deemed necessary to
render this opinion.
Based on the foregoing, we are of the opinion that the shares of Common
Stock issued or to be issued under the terms of the Plans will be duly
authorized, validly issued, fully paid and nonassessable shares.
We hereby consent to the filing of this opinion as Exhibits 5.1 and 24.2
to the Registration Statement. By giving such consent, we do not thereby admit
that we are experts with respect to any part of the Registration Statement,
including this exhibit, within the meaning of the term "expert" as used in the
Act or the rules and regulations of the Securities and Exchange Commission
issued thereunder.
SHUTTLEWORTH & INGERSOLL, P.C.
<PAGE> 1
EXHIBIT 5.2
INTERNAL REVENUE SERVICE DEPARTMENT OF THE TREASURY
DISTRICT DIRECTOR
PO BOX A-3617 DPN20-6
CHICAGO, IL 60690
Date: August 15, 1995 Employer Identification Number:
42-1027215
MET-COIL SYSTEMS CORPORATION File Folder Number:
5486 6TH STREET SW 360089028
CEDAR RAPIDS, IA 52404-4814 Person to Contact:
TECHNICAL SCREENER
Contact Telephone Number:
(312) 435-1040
Plan Name:
RET PLAN
Plan Number: 100
Dear Applicant:
We have made a favorable determination on your plan, identified above,
based on the information supplied. Please keep this letter in your permanent
records.
Continued qualification of the plan under its present form will depend on
its effect in operation. (See section 1.401-1(b) (3) of the Income Tax
Regulations.) We will review the status of the plan in operation periodically.
The enclosed document explains the significance of this favorable
determination letter, points out some features that may affect the qualified
status of your employee retirement plan, and provides information on the
reporting requirements for your plan. It also describes some events that
automatically nullify it. It is very important that you read the publication.
This letter relates only to the status of your plan under the Internal
Revenue Code. It is not a determination regarding the effect of other federal
or local statutes.
This determination letter is applicable for the amendment(s) adopted on
JANUARY 1, 1993.
This plan has been mandatorily disaggregated, permissively aggregated, or
restructured to satisfy the nondiscrimination requirements.
<PAGE> 2
This plan satisfies the nondiscrimination in amount requirement of section
1.401(a) (4)-1(b) (2) of the regulations on the basis of a design-based safe
harbor described in the regulations.
This letter is issued under Rev. Proc. 93-39 and considers the amendments
required by the Tax Reform Act of 1986 except as otherwise specified in this
letter.
This plan satisfies the nondiscriminatory current availability
requirements of section 1.401 (a) (4) - 4(b) of the regulations with respect to
those benefits, rights, and features that are currently available to all
employees in the plan's coverage group. For this purpose, the plan's coverage
group consists of those employees treated as currently benefiting for purposes
of demonstrating that the plan satisfies the minimum coverage requirements of
section 410(b) of the Code.
This letter may not be relied upon with respect to whether the plan
satisfies the qualification requirements as amended by the Uruguay Round
Agreements Act, Pub. L., 103-465.
We have sent a copy of this letter to your representative as indicated in
the power of attorney.
If you have questions concerning this matter, please contact the person
whose name and telephone number are shown above.
Sincerely yours,
V. R. Engen/s/
Acting District Director
Enclosures:
Publication 794
Letter 835 (D0/CG)
<PAGE> 1
EXHIBIT 23.1
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement of
Met-Coil Systems Corporation on Form S-8 of our reports dated September 12,
1996 and May 29, 1996, appearing in the Annual Report on Form 10-K of Met-Coil
Systems Corporation for the year ended May 31, 1996 and in the Annual Report on
Form 11-K of Met-Coil Retirement Plan for the year ended December 31, 1995,
respectively.
Deloitte & Touche LLP
Cedar Rapids, Iowa
December 11, 1996
<PAGE> 1
Exhibit 23.2
Consent of Independent Auditors
We consent to the incorporation by reference in the Registration Statement
(Form S-8) pertaining to the Plans of our report dated July 31, 1995, except
for Note 2 as to which the date is September 12, 1996, with respect to the
consolidated financial statements of Met-Coil Systems Corporation included in
its Annual Report (Form 10-K) for the year ended May 31, 1996, filed with the
Securities and Exchange Commission.
Ernst & Young LLP
Des Moines, Iowa
December 11, 1996
