UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
PANCHO'S MEXICAN BUFFET, INC.
(Exact name of Registrant as specified in its Charter)
Delaware 75-1292166
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
3500 Noble Avenue
Fort Worth, Texas 76111
(Address of principal executive offices)
1998 RESTRICTED STOCK PLAN FOR NON-EMPLOYEE DIRECTORS OF
PANCHO'S MEXICAN BUFFET, INC.
(Full title of the Plan)
Samuel L. Carlson
Pancho's Mexican Buffet, Inc.
3500 Noble Avenue
Fort Worth, Texas 76111
(817) 831-0081
(Name, address and telephone number of agent for service)
Approximate Date of Commencement of Proposed Sales Pursuant to
the Plan:
As soon as practicable after the Registration Statement becomes
effective.
<TABLE>
CALCULATION OF REGISTRATION FEE
<CAPTION>
Proposed Proposed
Title of maximum maximum
Securities Amount offering aggregate Amount of
to be to be price per offering Registration
Registered Registered share* price* fee
<S> <C> <C> <C> <C>
Common stock 100,000 shares $ 2.00 $200,000 $100.00
</TABLE>
* Based upon the average of the high and low closing prices of
the Registrant's Common Stock reported by the National
Association of Securities Dealers in the National Market System
on March 18, 1998.
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(a)
PROSPECTUS
In accordance with the note found under Part I - Information
Required in the Section 10(a) Prospectus in Form S-8, the
document(s) containing the information specified in Part I will
be sent or given to employees as specified by Rule 428(b)(1).
Such documents will not be filed with the Commission either as
part of this registration statement or as prospectuses or as
prospectus supplements pursuant to Rule 424. These documents
and the documents incorporated by reference in the registration
statement pursuant to Item 3 of Part II of this registration
statement, taken together, constitute a prospectus that meets
the requirements of Section 10(a) of the Securities Act pursuant
to Rule 428(a)(1).
PART II
INFORMATION REQUIRED IN THE
REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
The following documents filed by Pancho's Mexican Buffet, Inc.
(the "Company") with the SEC are incorporated herein by
reference and made a part hereof:
1. The Company's Annual Report on Form 10-K for the year ended
September 30, 1997.
2. The Company's report on Form 10-Q for the quarter ended
December 31, 1997.
3. The description of the Company's Common Stock contained in
its S-2 Registration Statement No. 2-95682, effective February
26, 1985, including any amendment or report filed for the
purpose of updating such description.
4. All reports and documents filed by the Company pursuant to
Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange
Act of 1934, prior to the filing of a post-effective amendment
which indicates that all securities offered hereby have been
sold or which deregisters all securities then remaining unsold,
shall be deemed to be incorporated by reference herein and to be
a part hereof from the respective date of filing of such
documents.
Item 5. Interests of Named Experts and Counsel
Not Applicable.
Item 6. Indemnification of Directors and Officers
Section 145 of the General Corporation Law of Delaware provides
that a corporation may indemnify directors and officers as well
as other employees and individuals against expenses (including
attorneys' fees), judgments, fines and amounts paid in
settlement in connection with specified actions, suits or
proceedings, whether civil, criminal, administrative or
investigative (other than an action by or in the right of the
corporation--a "derivative action") , if they acted in good
faith and in a manner they reasonably believed to be in or not
opposed to the best interests of the corporation, and, with
respect to any criminal action or proceeding, had no reasonable
cause to believe their conduct was unlawful. A similar standard
is applicable in the case of derivative actions, except that
indemnification only extends to expenses (including attorneys'
fees) incurred in connection with defense or settlement of such
action, and the statute requires court approval before there can
be any indemnification where the person seeking indemnification
has been found liable to the corporation. The statute provides
that it is not exclusive of other indemnification that may be
granted by a corporation's charter, bylaws, disinterested
director vote, stockholder vote, agreement or otherwise.
Article II, Section 7 of the Bylaws of the Registrant provides
indemnification to the Registrant's officers, directors and
employees as set forth in Article Eighteenth of the Registrant's
Certificate of Incorporation. Subject to any liabilities
imposed by Delaware law, Article Eighteenth provides an
unconditional right to indemnification for all expenses,
liability and loss (including attorney's fees, judgments, fines,
ERISA excise taxes or penalties and amounts paid in settlement)
actually and reasonably incurred by any person in connection
with any actual or threatened proceeding (including, to the
extent permitted by law, any derivative action) by reason of the
fact that such person is or was serving as a director or officer
of the Registrant or, at the request of the Registrant, of
another corporation, partnership, joint venture, trust or other
enterprise, including an employee benefit plan. Article
Eighteenth also provides that the Registrant may, by action of
its Board of Directors, provide indemnification to its employees
and agents with the same scope and effect as the foregoing
indemnification of directors and officers.
Officers and directors of the Registrant are covered by
insurance which (with certain exceptions and within certain
limitations) indemnifies them against losses and liabilities
arising from any alleged "wrongful act" including any alleged
error or misstatement or misleading statement, or wrongful act
or omission or neglect or breach of duty.
It is likely that if underwriters are utilized, they will agree
to indemnify, under certain conditions, the Registrant, its
directors, certain of its officers and persons who control
Registrant within the meaning of the Securities Act of 1933
against certain liabilities.
Section 102(b)(7) of the Delaware General Corporation Law
permits a corporation to provide in its certificate of
incorporation that a director of the corporation shall not be
personally liable to the corporation or its stockholders for
monetary damages for breach of fiduciary duty as a director,
except for liability (i) for any breach of the director's duty
of loyalty to the corporation or its stockholders, (ii) for acts
or omissions not in good faith or which involve intentional
misconduct or a knowing violation of law, (iii) payments of
unlawful dividends or unlawful stock repurchases or redemptions,
or (iv) for any transaction from which the director derived an
improper personal benefit.
Article Eighteenth of the Certificate of Incorporation of the
Registrant provides that to the full extent that the Delaware
General Corporation Law, as it now exists or may hereafter be
amended, permits the limitation or elimination of the liability
of directors, a director of the Registrant shall not be liable
to the Registrant or its stockholders for monetary damages for
breach of fiduciary duty as a director. Any amendment to or
repeal of such Article Eighteenth shall not adversely affect any
right or protection of a director of the Registrant for or with
respect to any acts or omissions of such director occurring
prior to such amendment or repeal.
Item 7. Exemption From Registration Claimed
Not applicable
Item 8. Exhibits
(4) Instruments defining the rights of security holders,
including indentures:
*(a) Certificate of Incorporation of the Registrant (filed as an
Exhibit to the Registrant's Annual Report on Form 10-K as
amended on Form 8 for the year ended September 30, 1981)
*(b) Certificate of Amendment of Certificate of Incorporation of
the Registrant (filed as an Exhibit to the Registrant's Annual
Report on Form 10-K for the year ended September 30, 1982)
*(c) Certificate of Amendment of Certificate of Incorporation of
the Registrant (filed as an Exhibit to the Registrant's Annual
Report on Form 10-K for the year ended September 30, 1984)
*(d) Certificate of Amendment of Certificate of Incorporation of
the Registrant (filed as an Exhibit to Form S-2 Registration
Statement No. 33-14484 on May 22, 1987)
*(e) Restated Certificate of Incorporation, as revised January
15, 1995, (filed as an exhibit to Registrant's Annual Report on
Form 10-K for the year ended September 30, 1995)
*(f) Rights Agreement dated January 30, 1996 between Registrant
and KeyCorp Shareholder Services Inc. (filed as an exhibit to
Form 8-A Registration Statement on February 21, 1996)
*(g) Amendment to Rights Agreement dated July 25, 1997 (filed as
an exhibit to the Registrant's Quarterly Report on Form 10-Q for
the quarter ended June 30, 1997)
*(h) Bylaws of the Registrant, as amended through October 5,
1990 (filed as an Exhibit to the Registrant's Annual Report on
Form 10-K for the year ended September 30, 1990)
________________
* Each such exhibit has heretofore been filed with the
Securities and Exchange Commission as part of the filing
indicated and is incorporated herein by reference.
(5) Opinion regarding legality - opinion of Decker, Jones,
McMackin, McClane, Hall & Bates -- filed herewith
(15) N/A
(24) Consents of experts and counsel
(24.1) Consent of Decker, Jones, McMackin, McClane, Hall & Bates
is contained in its opinion filed as Exhibit 5 to this
Registration Statement
(24.2) Consent of Deloitte & Touche LLP is filed herewith
(25) Power of Attorney (see signature page of this Registration
Statement - Page II-7)
(28) Additional Exhibit
1998 Restricted Stock Plan for Non-Employee Directors of
Pancho's Mexican Buffet, Inc. -- filed herewith
<PAGE>
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
the plan of distribution not previously disclosed in the
Registration Statement or any material change to 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 Section 15(d) of the Securities Exchange Act
of 1934 (and, where applicable, each filing of an employee
benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by
reference in the Registration Statement shall be deemed to be a
new Registration Statement relating to the securities offered
therein, and in the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.
(c) The undersigned Registrant hereby undertakes to deliver or
cause to be delivered with the prospectus to each person to whom
the prospectus is sent or given, the latest annual report to
security holders that is incorporated by reference in the
prospectus and furnished pursuant to and meeting the
requirements of Rule 14a-3 or Rule 14c-3 under the Securities
Exchange Act of 1934; and, where interim financial information
required to be presented by Article 3 of Regulation S-X are not
set forth in the prospectus, to deliver, or cause to be
delivered to each person to whom the Prospectus is sent or
given, the latest quarterly report that is specifically
incorporated by reference in the prospectus to provide such
interim financial information.
(d) 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
<PAGE>
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.
<PAGE>
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 Fort Worth, State of Texas, on this 19th day of March,
1998.
PANCHO'S MEXICAN BUFFET, INC.
Registrant
By: /s/ Hollis Taylor________________
Hollis Taylor,
President and Executive Officer, Director
(Principal Executive Officer)
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each individual whose
signature appears below constitutes and appoints Hollis Taylor
and Samuel L. Carlson, 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 (including
post-effective amendments) to this Registration Statement, and
to file the same with all exhibits, thereto, and all documents
in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents, and
each of them, 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 to all intents and purposes as
he might or could do in person, hereby ratifying and confirming
all that said attorneys-in-fact and agents or either of them, or
their or his substitute or substitutes, may lawfully do or cause
to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons
in the capacities and on the dates indicated:
Signature Title Date
/s/ Jesse Arrambide, III Chairman of the Board
Jesse Arrambide, III of Directors Feb. 27, 1998
/s/ Samuel L. Carlson Senior Vice President,
Samuel L. Carlson Administration, Secretary
and Director Feb. 27, 1998
/s/ Robert L. List Director Feb. 27, 1998
Robert L. List
/s/ George Riordan Director Feb. 27, 1998
George N. Riordan
/s/ W. Brad Fagan Vice President, Treasurer,
W. Brad Fagan Controller and Assistant
Secretary (Principal
Financial Officer and
Principal Accounting
Officer) Feb. 27, 1998
/s/ Tomas Orendain Director Feb. 27, 1998
Tomas Orendain
/s/ Rudolph Rodriguez Director Feb. 27, 1998
Rudolph Rodriguez, Jr.
/s/ Hollis Taylor President and Chief
Hollis Taylor Executive Officer and
Director (Principal
Executive Officer) Feb. 27, 1998
<PAGE>
INDEX TO EXHIBITS
4.
*(a) Certificate of Incorporation of the Registrant (filed as an
Exhibit to the Registrant's Annual Report on Form 10-K as
amended on Form 8 for the year ended September 30, 1981)
*(b) Certificate of Amendment of Certificate of Incorporation of
the Registrant (filed as an Exhibit to the Registrant's Annual
Report on Form 10-K for the year ended September 30, 1982)
*(c) Certificate of Amendment of Certificate of Incorporation of
the Registrant (filed as an Exhibit to the Registrant's Annual
Report on Form 10-K for the year ended September 30, 1984)
*(d) Certificate of Amendment of Certificate of Incorporation of
the Registrant (filed as an Exhibit to Form S-2 Registration
Statement No. 33-14484 on May 22, 1987)
*(e) Restated Certificate of Incorporation, as revised January
15, 1995, (filed as an exhibit to Registrant's Annual Report on
Form 10-K for the year ended September 30, 1995)
*(f) Rights Agreement dated January 30, 1996 between Registrant
and KeyCorp Shareholder Services Inc. (filed as an exhibit to
Form 8-A Registration Statement on February 21, 1996)
*(g) Amendment to Rights Agreement dated July 25, 1997 (filed as
an exhibit to the Registrant's Quarterly Report on Form 10-Q for
the quarter ended June 30, 1997)
*(h) Bylaws of the Registrant, as amended through October 5,
1990 (filed as an Exhibit to the Registrant's Annual Report on
Form 10-K for the year ended September 30, 1990)
5. Opinion regarding legality - opinion of Decker, Jones,
McMackin, McClane, Hall & Bates -- filed herewith
15. N/A
24. Consents of experts and counsel
24.1. Consent of Decker, Jones, McMackin, McClane, Hall & Bates
is contained in its opinion filed as Exhibit 5 to this
Registration Statement
24.2. Consent of Deloitte & Touche LLP is filed herewith
25. Power of Attorney (see signature page of this Registration
Statement - Page II-7)
28. Additional Exhibit: 1998 Restricted Stock Plan for
Non-Employee Directors of Pancho's Mexican Buffet, Inc. -- filed
herewith
_______________
* Each such exhibit has heretofore been filed with the
Securities and Exchange Commission as part of the filing
indicated and is incorporated herein by reference.
<PAGE>
March 19, 1998
Pancho's Mexican Buffet, Inc.
3500 Noble Avenue
Fort Worth, Texas 76111
Re: Registration Statement on Form S-8 under the Securities Act
of 1933, as amended, of 100,000 shares of Common Stock, $.10 par
value
Gentlemen:
You have requested our opinion in connection with the
Registration Statement on Form S-8, to be filed on March 19,
1998, by Pancho's Mexican Buffet, Inc. (the "Company") with the
Securities and Exchange Commission under the Securities Act of
1933, as amended, for the purpose of registering 100,000 shares
of Common Stock, $.10 par value, to be offered by the Company to
certain non-employee directors of the Company and its
subsidiaries pursuant to the 1998 Restricted Stock Plan for
Non-Employee Directors of Pancho's Mexican Buffet, Inc. (the
"Plan").
As counsel for the Company, we are familiar with the proceedings
relating to the authorization of the aforementioned 100,000
shares of Common Stock, $.10 par value, which may be issued in
connection with the Plan, and in addition have examined such
other records of the Company, certificates of governmental and
public officials, and other instruments and certificates of
officers of the Company, and have made such investigations of
law as we have deemed appropriate as the basis of the opinion
hereinafter expressed.
Based upon the foregoing, it is our opinion that:
(1) The Company is a corporation duly organized and validly
existing in good standing under the laws of the State of
Delaware.
(2) The authorized capital stock of the Company consists of
20,000,000 shares of Common Stock, $.10 par value, and 500,000
shares of Preferred Stock, $10 par value.
<PAGE>
(3) With respect to the 100,000 shares Of Common Stock, $.10 par
value, which may be offered to certain non-employee directors of
the Company and its subsidiaries pursuant to the Plan, all of
such shares of Common Stock have been duly and validly
authorized for issuance and when issued in accordance with the
provisions of the Plan, will be legally issued, fully paid and
non-assessable and no personal liability will attach to the
holders thereof under the laws of the State of Delaware, the
state of incorporation of the Company.
We hereby consent to the filing of this opinion as an exhibit to
registration Statement on Form S-8.
Yours very truly,
/s/ Decker, Jones, McMackin,
McClane, Hall & Bates
For the Firm
DECKER, JONES, McMACKIN,
McCLANE, HALL & BATES
JBM/gdg
\3352-09.000\09\129\144570-1
<PAGE>
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this
Registration Statement of Pancho's Mexican Buffet, Inc. on Form
S-8 for the 1998 Restricted Stock Plan for Non-employee
Directors of Pancho's Mexican Buffet, Inc. of our report dated
November 14, 1997 (December 19, 1997 as to the first and second
paragraphs of Note 3), appearing in the Annual Report on Form
10-K of Pancho's Mexican Buffet, Inc. for the year ended
December 31, 1997.
/s/ Deloitte & Touche LLP
DELOITTE & TOUCHE, LLP
Fort Worth, Texas
March 18, 1998
<PAGE>
1998 RESTRICTED STOCK PLAN FOR NON-EMPLOYEE DIRECTORS
OF PANCHO'S MEXICAN BUFFET, INC.
1. PURPOSE
The purpose of the 1998 Restricted Stock Plan for Non-Employee
Directors of Pancho's Mexican Buffet, Inc. is to permit grants
of shares of Common Stock subject to restrictions in order to
compensate Non-Employee Directors of the Company, to reward such
Directors for performance and to increase their ownership of
Common Stock.
2. DEFINITIONS
The following terms shall have the following meanings:
"Act" means the Securities Exchange Act of 1934, as amended.
"Award" means an award of Restricted Shares pursuant to the
Plan.
"Beneficiary" means any person or persons designated in writing
by a Participant to the Committee on a form prescribed by it for
that purpose, which designation shall be revocable at any time
by the participant prior to his or her death, provided that, in
the absence of such a designation or the failure of the person
or persons so designated to survive the Participant,
"Beneficiary" shall mean such participant's estate.
"Board" means the Board of Directors of the Company.
"Committee" means the Committee designated by the Board to
administer the Plan pursuant to Section 3.
"Common Stock" means the Common Stock, par value $0.10 per
share, of the Company.
"Company" means Pancho's Mexican Buffet, Inc., a Delaware
corporation, or any successor corporation.
"Disability" of a Participant means that the Participant is
disabled due to a physical or mental condition so as to be
prevented from engaging in further services as a director of the
Company.
"Non-Employee Director" means a director of the Company who is
not a full-time officer or employee of the Company or any of its
subsidiaries or affiliates.
"Participant" means any Non-Employee Director of the Company who
is granted an Award under the Plan.
"Plan" means this 1998 Restricted Stock Plan for Non-Employee
Directors, as amended from time to time.
"Restricted Shares" means shares of Common Stock subject to an
Award granted under the Plan.
"Restriction Period" means the period of time during which the
restrictions described in Section 7(b) shall be applicable.
"Retirement" of a Participant means termination of service,
while in good standing and not in violation of law, as a
director of the Company; provided that Participant had served as
a director of the Company for at least three (3) years from the
date of the restricted shares were granted to such Participant.
3. ADMINISTRATION
The Plan shall be administered by the Committee which shall
comprise not less than three members of the Board; provided,
however, that the Board may assume, at its sole discretion,
administration of the Plan. The Committee shall have full
authority to construe and interpret the Plan, to establish,
amend and rescind rules and regulations relating to the Plan, to
administer the Plan, and to take all such steps and make all
such determinations in connection with the Plan and Awards
granted thereunder as it may deem necessary or advisable. Each
grant of Restricted Shares shall, if required by the Committee,
be evidenced by an agreement to be executed by the Company and
the Participant and to contain provisions not inconsistent with
the Plan. All determinations of the Committee shall be by a
majority of its members and shall be evidenced by resolution,
written consent or other appropriate action, and the Committee's
determinations shall be final. Each member of the Committee,
while serving as such, shall be considered to be acting in is or
her capacity as a director of the Company.
4. ELIGIBILITY
All Non-Employee Directors are eligible to participate in the
Plan.
5. STOCK SUBJECT TO THE PLAN
Subject to the provisions of Section 9, the maximum number of
shares of Common Stock subject to Awards under the Plan shall be
100,000 shares. Shares of Common Stock subject to Awards under
the Plan, in the discretion of the Board, may be either
authorized but unissued shares or shares previously issued and
reacquired by the Company. Upon the forfeiture (in whole or in
part) of a grant of Restricted Shares, the shares of Common
Stock subject to such forfeiture shall not be available for
grant as Restricted Shares under the Plan.
6. AWARDS UNDER THE PLAN
All Non-Employee Directors shall each receive each year during
the term of the Plan, restricted shares having a fair market
value of $10,000, such restricted shares to be granted
quarterly, commencing in 1998, at the close of trading on the
first business day in January, April, July and October. Each
such quarterly grant of restricted shares to each Non-Employee
Director shall be that number of shares of common stock which
shall have a value of $2,500 based on the closing price of the
Company's common stock on the day of the grant. Each
Participant shall immediately notify the Company of any election
made by the Participant under Section 83(b) of the Internal
Revenue Code with respect to a grant received by the Participant.
7. TERMS AND CONDITIONS OF AWARDS
(a) General. With respect to each grant of Restricted Shares
under the Plan to a director, the restrictions set forth in
Section 7(b) shall apply to such Restricted Shares for a period
(the "Restriction Period") commencing on the date of grant and
ending on the date such director ceases to be a director of the
Company by reason of death, Disability or Retirement. A grant
of Restricted Shares shall be effective for the Restriction
Period and may not be revoked.
(b) Restrictions. At the time of grant of Restricted Shares to
a Participant,, a certificate representing the appropriate
number of shares of Common Stock as set forth in Section 6
hereof, shall be registered in the Participant's name but shall
be held by the Company for his or her account. The Participant
shall have the entire beneficial ownership interest in, and all
rights and privileges of a stockholder as to, such Restricted
Shares, including the right to vote such Restricted Shares and
the right to receive dividends, subject to the following
restrictions: (i) the Participant shall not be entitled to
delivery of the stock certificate until the expiration of the
Restriction Period; (ii) none of the Restricted Shares may be
sold, transferred, assigned, pledged, or otherwise encumbered or
disposed of during the Restriction Period; and (iii) all of the
Restricted Shares shall be forfeited and all rights of the
Participant to such Restricted Shares shall terminate without
further obligation on the part of the company if the Participant
ceases to be a director of the Company for any reason other than
death, Disability or Retirement. Any shares of Common Stock or
other securities or property received as a result of a
transaction listed in Section 9 shall be subject to the same
restrictions as such Restricted shares.
(c) Delivery of Restricted Shares. At the end of the
Restriction Period all restrictions applicable to the Restricted
Shares shall lapse, and a stock certificate for a number of
shares of Common Stock equal to the number of Restricted Shares,
free of all restrictions, shall be delivered to the Participant
or his Beneficiary, as the case may be.
8. REGULATORY APPROVALS AND LISTING
The Company shall not be required to issue to a Participant or
a Beneficiary, as the case may be, any certificate for any
Restricted shares granted under the Plan prior to (i) the
obtaining of any approval from any governmental agency which the
company, in its sole discretion, shall determine to be necessary
or advisable, (ii) the admission of such shares to listing on
any stock exchange on which the Common Stock may then be listed,
(iii) the completion of any registration or other qualification
of such shares under any state or Federal law or rulings or
regulations of any governmental body which the Company, in its
sole discretion, shall determine to be necessary or advisable,
and (iv) six months and one day after any grant of Restricted
Shares to a Participant.
9. ADJUSTMENT UPON CHANGES IN SHARES
(a) 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 Board shall make such equitable
adjustments to preserve benefits under the Plan as it may deem
appropriate in the number and kind of shares authorized by the
Plan and in the number and kind of shares or other securities or
property covered by Awards.
(b) Other than in the case of a reincorporation of the Company
in another state, in the event of (i) dissolution or liquidation
of the Company, (ii) a transaction in which more than 50 percent
of the shares of the Company that are entitled to vote are
exchanged, or (iii) any merger or consolidation or other
reorganization in which the Company is not the surviving
corporation (or in which the Company becomes a subsidiary of
another corporation), outstanding awards under this Plan shall
become free of all restrictions immediately prior to any such
event.
10. TERM OF THE PLAN
No Restricted Shares shall be granted pursuant to the Plan
after December 31, 2002, but grants of Restricted Shares
theretofore granted may extend beyond that date and the terms
and conditions of the Plan shall continue to apply thereto.
11. TERMINATION OR AMENDMENT OF THE PLAN
The Board may at any time terminate the Plan with respect to
any shares of Common Stock not at the time subject to
outstanding Awards, and may from time to time alter or amend the
Plan or any part thereof (including, but without limiting the
generality of the foregoing, any amendment deemed necessary to
ensure that the Company may obtain any approval referred to in
Section 8 or to ensure that the grant of Awards, the payment of
Restricted Shares or any other provision of the Plan complies
with Section 16(b) of the Act), or any other applicable laws,
regulations or exchange requirements.
12. GENERAL PROVISIONS
(a) Neither the Plan nor the grant of any Award nor any action
by the Company or the Committee shall be held or construed to
confer upon any person any right to continue to be a director of
the Company.
(b) All questions pertaining to the construction, regulation,
validity and effect of the Plan shall be determined in
accordance with the laws of the State of Delaware.
13. EFFECTIVE DATE
The Plan shall become effective on January 1, 1998.
