SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) June 11, 1997
TECHDYNE, INC.
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(Exact name of registrant as specified in its charter)
Florida 1-14659 59-1709103
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
2330 West 77th Street, Hialeah, Florida 33016
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (305) 556-9210
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Item 5. Other Events
On June 6, 1997, the Board of Directors of the Company adopted a 1997
Stock Option Plan ("1997 Plan") which has reserved 500,000 shares of common
stock, $.01 par value ("Common Stock") of the Company for options that may be
granted under the 1997 Plan. Incentive and non-qualified options may be granted
under the 1997 Plan as a reward for the efforts of the officers, directors,
employees, consultants and advisors to the Company and as an incentive for them
to continue their efforts in the future on behalf of the Company. On June 11,
1997, at the annual meeting of shareholders, the shareholders, by written
consent, approved the 1997 Plan. On June 23, 1997 the Board granted options to
14 officers, directors, key employees, consultants and advisors to the Company
and its Scottish subsidiary, Techdyne (Scotland) Limited, for an aggregate of
375,000 shares of Common Stock exercisable for five years through June 22, 2002
at $3.25 per share, the closing price of the Common Stock on that date as
reported by Nasdaq.
The options are not transferable and the underlying Common Stock is
restricted from public sale and distribution absent a registration of such stock
or an available exemption from such federal and state registration requirements.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
(a) Financial statements of businesses acquired
Not Applicable
(b) Pro forma financial information
Not Applicable
(c) Exhibits
(4) Instruments defining the rights of security holders, including
indentures
(i) 1997 Stock Option Plan
(ii) Form of 1997 Incentive Stock Option
(iii) Form of 1997 Non-Qualified Stock Option
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
TECHDYNE, INC.
By /S/ Daniel R. Ouzts
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DANIEL R. OUZTS, Vice President
Dated: June 24, 1997
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EXHIBIT INDEX
Exhibit
No.
Item 7(c) Exhibits
(4) Instruments defining the rights of security holders, including
indentures
(i) 1997 Stock Option Plan
(ii) Form of 1997 Incentive Stock Option
(iii) Form of 1997 Non-Qualified Stock Option
Exhibit (4)(i) 1997 Stock Option Plan
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1997 STOCK OPTION PLAN
OF
TECHDYNE, INC.
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1. Purpose. TECHDYNE, INC., a Florida corporation, (the "Company") hereby
establishes the 1997 Stock Option Plan (the "Plan"). The purpose of the Plan is
to advance the interests of the Company and its stockholders by providing a
means by which the Company and its subsidiaries ("Affiliates") shall be able to
attract, retain and reward competent officers, directors, consultants, key
employees (including officers and directors who are employees), attorneys,
advisors and others ("Participants"), and provide such persons with an
opportunity to participate in the increased value of the Company which their
effort, initiative, and skill have helped and will help to produce. The Plan and
granting of options shall encourage those persons to have a proprietary interest
in the Company and to provide their continued efforts.
This Plan authorizes the "Committee" or the "Board" to grant "Incentive
Options" to "Key Employees" and to grant "Non-Qualified Options" to "Key
Employees" and to "Key Individuals" selected by the Committee or the Board while
considering such criteria as employment position or other relationship with the
Company, duties and responsibilities, ability, productivity, length of service
or association, interests of the Company and other matters.
2. Definitions.
2.1 The following terms, whenever used in this Plan, shall have the
meanings set forth below.
(a) "Affiliate" means any corporation, a majority of the voting
stock of which is directly or indirectly owned by the Company, or any
corporation which owns a majority of the voting stock of the Company.
(b) "Affiliation" or "Affiliated" means any person who has a
relationship with or is otherwise then affiliated with the Company as a
Participant; the absence or cessation of the designation as Participant shall
mean that such person no longer has an Affiliation or is Affiliated with the
Company or an Affiliate.
(c) "Award" means a grant made under this Plan in the form of
Incentive Options or Non-Qualified Options.
(d) "Board" means the Board of Directors of the Company.
(e) "Code" means the Internal Revenue Code of 1986, as amended.
(f) "Committee" means a committee appointed by the Board.
(g) "Company" means Techdyne, Inc. and its Affiliates unless the
context otherwise indicates.
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(h) "Exercise Price" shall mean the price per Share of Stock at
which an Option may be exercised.
(i) "Fair Market Value" of a Share as of a specified date shall mean
the closing price of a Share on the Nasdaq National Market or the principal
securities exchange on which such Shares are traded on the day immediately
preceding the date as of which Fair Market Value is being determined, or on the
next preceding date on which such Shares are traded if no Shares were traded on
such immediately preceding day; or if the Shares are not traded on the Nasdaq
National Market or a securities exchange, Fair Market Value shall be deemed to
be the average of the high bid and low asked prices of the Shares in the
over-the-counter market on the day immediately preceding the date as of which
Fair Market Value is being determined or on the next preceding date on which
such high bid and low asked prices were recorded. If the Shares are not publicly
traded, Fair Market Value shall be determined by the Committee or the Board,
taking into consideration all factors it deems appropriate, including, without
limitation, recent sale and offer prices of the Stock in private transactions
negotiated at arm's length. In no case shall Fair Market Value be less than the
par value of the Stock.
(j) "Incentive Options" means "incentive stock options" as that term
is defined in the Code Section 422, Section 422A, or the successor to either of
them.
(k) "Key Employee" means any person designated by the Committee who
is employed by the Company and whose continued employment is considered to be in
the best interests of the Company.
(l) "Key Individual" means any person, other than an employee of the
Company, who is committed to the interests of the Company or its Affiliates.
(m) "Non-Qualified Options" mean Options that are not meant to
qualify as "incentive stock options" under Code Section 422, Section 422A, or
the successor of either of them.
(n) "Option" means a right to purchase Stock granted pursuant to the
terms and conditions of a Stock Option Agreement or Stock Option Certificate.
(o) "Option Shares" means the shares of Stock underlying an Option
granted pursuant to the Plan.
(p) "Participant" means a person designated by the Board or the
Committee to receive an Award under the Plan who has a relationship with or is
otherwise then Affiliated with the Company as either an officer or director,
including Key Employees and Key Individuals.
(q) "Plan" means this 1997 Techdyne, Inc. Stock Option Plan, as
amended from time to time.
(r) "Share" means a share of Stock adjusted in accordance with
Section 14 of the Plan (if applicable).
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(s) "Stock" means the common stock, $.01 par value per share, of the
Company.
(t) "Successor" means the legal representative of the estate of a
deceased Participant or the person or persons who may acquire the right to
exercise an Option or to receive Shares issuable in satisfaction of an Award, by
bequest or inheritance.
(u) "Term" means the period during which an Option may be exercised.
2.2 Gender and Number. Except when otherwise indicated by context,
reference to the masculine gender shall include, when used, the feminine gender
and any term used in the singular shall also include the plural.
3. Administration. The Plan shall be administered by the Board; provided,
to the extent the Board deems it advisable or the law requires the same, the
Board may appoint a Committee consisting of not less than three (3) members to
administer the Plan. The Board may from time to time remove members from, or add
members to, the Committee. Vacancies on the Committee, however caused, shall be
filled by the Board. Hereinafter all references in this Plan to the Board with
respect to the administration of the Plan shall mean the Committee upon the
formation of such Committee. Subject to the provisions of the Plan, the Board
shall determine the individuals to whom and the time or times at which Options
shall be granted, the number of Shares to be subject to each Option, and the
Term of any such Option, whether such options shall be "Incentive Options" or
"Non-Qualified Options", and shall determine other terms and provisions of the
respective Options, which may or may not be identical, including but not limited
to restrictions that may be imposed on the Options and Shares and the nature of
such restrictions. The Board shall also interpret the Plan, prescribe, amend and
rescind rules and regulations relating to the Plan, and make all other
determinations necessary or advisable for the administration of the Plan. The
determinations of the Board shall be made in accordance with its judgment as to
the best interests of the Company and its stockholders and in accordance with
the purposes of the Plan. A majority of members of the Board shall constitute a
quorum, and all determinations of the Board shall be made by a majority of its
members. Any determination of the Board under the Plan may be made, after the
consultation of the entire Board, without notice or meeting of the Board, by a
writing signed by a majority of the Board.
The Board may authorize the modification, extension or renewal of any
Option outstanding under the Plan, or accept the exchange of outstanding Options
(to the extent not theretofore exercised) for the granting of new Options in
substitution therefor, when, and subject to such conditions, as are deemed to be
in the best interests of the Company and in accordance with the purposes of the
Plan, provided notwithstanding the foregoing, no such modifications of an Option
shall, without the consent of the Optionee, alter or impair any rights or
obligations under any Option theretofore granted under the Plan.
No member of the Board shall be liable for any action or determination
made in good faith with respect to the Plan or any Option granted under it.
4. Shares Available Under the Plan. The number of Shares available for
distribution under this Plan shall not exceed 500,000 Shares (subject to
adjustment in accordance with Section 14 hereof). These Shares may consist, in
whole or in part, of authorized but unissued Stock or treasury Stock not
reserved for any other purpose. Any Shares subject to the
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terms and conditions of an Award under this Plan which are not used because the
terms and conditions of the Award are not met or the Options granted under the
Plan shall expire or terminate for any reason without having been exercised in
full or shall cease for any reason to be exercisable in whole or in part, the
unpurchased Shares subject to such Option may again be used for an Award under
the Plan.
5. Participation. Participation in the Plan shall be limited to
Participants of the Company selected by the Board. Participation is entirely at
the discretion of the Board, and is not automatically continued after an initial
period of Participation or Affiliation.
Incentive Options may be granted only to Key Employees. Non-Qualified
Options may be granted to both Key Employees and Key Individuals. Key Employees
and Key Individuals may hold more than one Option under the Plan and may hold
Options under the Plan as well as options granted pursuant to other plans or
otherwise.
6. Stock Options.
6.1 Agreements. An Award of an Option shall be evidenced by a Stock Option
Certificate in such form and not inconsistent with the Plan as the Board shall
approve from time to time, which shall include the following terms and
conditions:
(a) Type of Option; Number of Shares. A statement identifying the
Option represented thereby as an Incentive Option or a Non-Qualified Stock
Option and the number of Shares to which the Option applies and shall provide
for adjustment in accordance with the provisions of Section 14 hereof.
(b) Option Price. A statement of the Exercise Price for the Stock
subject to the Option.
(c) Exercise Term. A statement of the Term of each Option granted as
established by the Board, subject to earlier termination as provided in Sections
6.2 and 6.3 of the Plan, and provided that no Option shall be exercisable after
five years from the date of grant.
(d) Payment for Shares. A statement that the Exercise Price shall be
payable in cash in full at the time of exercise.
(e) Nontransferability. Each Stock Option Certificate shall state
that the Option is not transferable other than by will or the laws of descent
and distribution or a Change in Control of the Company as provided in Section 8
hereof, and during the lifetime of the Participant is exercisable only by him or
by his guardian or legal representative; or to the extent approved by the Board,
pursuant to a qualified domestic relations order as defined by the Code, or the
rules thereunder. No Option granted hereunder may be pledged or hypothecated,
nor shall any such Option be subject to execution, attachment or similar
process.
(f) Rights as a Shareholder. An Optionee shall have no rights as a
shareholder with respect to any Shares covered by his Option until the date of
the issuance of a stock certificate for such Shares. No adjustment shall be made
for dividends (ordinary or extraordinary, whether in cash, securities or other
property) or distributions or other rights for
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which the record date is prior to the date such stock certificate is issued,
except as provided in Section 14.
6.2 Termination of Affiliation Due to Death, Disability, or Retirement. If
a Participant ceases Affiliation with the Company or an Affiliate by reason of
his death, permanent disability or retirement at or after age 65 all Options
outstanding shall remain exercisable for a period of nine (9) months from such
death, disability or retirement, but not beyond the expiration date of said
Options. If the termination of Affiliation is due to retirement, then any
vesting period as provided in the Stock Option Certificate, if not then
completed, shall continue during such nine (9) month period commencing from the
retirement date. If termination of Affiliation is due to death or permanent
disability of the Participant, all such Participant's Options shall become fully
exercisable. For this purpose, Affiliation will be treated as continuing intact
while the Participant is on sick leave or other bona fide leave of absence, to
be determined in the sole discretion of the Board.
6.3 Termination of Affiliation for Reasons Other Than Death, Disability or
Retirement. Except as otherwise determined by the Board:
(a) In the event a Participant ceases Affiliation with the Company
voluntarily or involuntarily, except for the involuntary termination for cause,
death, retirement or permanent disability, if there is a vesting period, then
any Shares not vested to the date of such termination shall be forfeited; and,
in any event, the Participant shall have thirty (30) days from such termination
to exercise the Option, to the extent of Shares then vested, at the Exercise
Price.
(b) In the event a Participant ceases Affiliation with the Company
by involuntary termination for cause, the Option shall immediately be null and
void, notwithstanding the extent of Shares then vested.
"Voluntary termination" means cessation of Affiliation with the
Company based upon free choice or free will for whatever reason. Free choice and
free will remain free choice and free will and shall not be affected or deemed
involuntary due to the nature of working conditions, salary, personal
relationships, the outlook for the Company or its business or similar reasons.
"Involuntary termination for cause" includes (i) conviction of a felony, (ii)
willful failure to carry out the policies and directives of management and/or
the Board of Directors, (iii) breach of any agreement, representation or
covenant with the Company, (iv) engaging, alone or with others, in felonious or
other dishonest acts or practices, or (v) non-performance of the Optionee's
obligations and responsibilities to the Company or not acting in the best
interests of the Company.
(c) If the Option is an Incentive Option, no such Incentive Option
or Stock Option Certificate shall:
(i) permit any Optionee to exercise any Incentive Option more
than three (3) months after the date the Optionee ceased to be employed by the
Company if the reason for the Optionee's cessation of employment was other than
his death or his disability (as such term is defined by Section 105(d)(4) of
the Code); or
(ii) permit any Optionee to exercise any Incentive Option more
than nine (9) months after the date the Optionee ceased to be employed by the
Company if the reason
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for the Optionee's cessation of employment was the Optionee's disability (as
such term is defined by Section 105(d)(4) of the Code); or
(iii) permit any person to exercise any Incentive Option more
than nine (9) months after the date the Optionee ceased to be employed by the
Company if either (A) the reason for the Optionee's cessation of employment was
his death or (B) the Optionee died within three (3) months after ceasing to be
employed by the Company; or
(iv) permit the Exercise Price of an Incentive Option, which
shall be determined by the Board at the time of grant, to be less than one
hundred percent (100%) of the Fair Market Value of a share of Stock on the date
the Option is granted; provided, however, that if a Key Employee to whom an
Incentive Option is granted owns more than 10% of the total combined voting
power of all classes of shares of the Company at the time of the grant, the
Exercise Price per share of Stock shall be determined by the Board but shall not
be less than one hundred ten percent (110%) of the Fair Market Value of a share
of Stock on the date the Option is granted. The Exercise Price per share of
Stock under each Option granted pursuant to the Plan which is not an Incentive
Option shall be determined by the Board at the time of grant but shall not be
less than one hundred percent (100%) of the Fair Market Value of a share of
Stock on the date the Option is granted, unless the Board shall have approved a
lower percentage with respect to such Option. The day on which the Board
approves the granting of an Option shall be deemed for all purposes hereunder
the date on which the Option is granted.
6.4 Acceleration of Vesting and Exercise Due to Change in Control or
Registration of the Shares.
If there is any vesting period, then:
(a) Should the Company file a Form S-8 registration to cover the
Options or Shares, for which registration there is no present intent, on the
effective date of such registration the Shares shall immediately fully vest and
the Options shall become fully exercisable.
(b) Change in Control, as provided in Section 8 hereof, shall also
provide for full exercisability of the Option.
7. Termination of Affiliation. Transfers of employment or directorships,
or as consultant, advisor or attorney between the Company and an Affiliate, or
between Affiliates, will not constitute termination of Affiliation for purposes
of any Award.
8. Change in Control. Upon the occurrence of any Change in Control through
an Acquiring Person, Reorganization or Board Change as set forth herein, all
Options granted under the Plan shall be fully exercisable and the Company or
surviving entity shall immediately redeem all outstanding Options for cash in an
amount equal to the excess of the greater of (i) the price per Share paid in
such acquisition by Acquiring Person or in such Reorganization, or (ii) the
highest Fair Market Value of the Stock during ten (10) days following a public
announcement that an Acquiring Person has acquired the requisite beneficial
ownership of the outstanding Stock or ten (10) days following the commencement
of or announcement of an intention to make a tender offer or exchange offer the
consummation of which would result in
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the requisite beneficial ownership by an Acquiring Person, or (iii) the Fair
Market Value upon a Change in the Board, over the Exercise Price.
8.1 Acquiring Person. Any person or group of Affiliated or associated
persons, other than present management, its parent, or Optionees, who have
acquired beneficial ownership of twenty-five (25%) percent or more of the
outstanding Shares, or who commence, or announce an intention to make a tender
offer or exchange offer the consummation of which would result in the beneficial
ownership by a person or group of twenty-five (25%) percent or more of such
outstanding Shares, and such acquisition is completed.
8.2 Reorganization. A reorganization shall mean that substantially all of
the assets of the Company are acquired by another person or entity other than
the existing Board (see Section 8.3) or a reorganization involving the
acquisition of the Company by another or its merger or consolidation with
another. The Reorganization shall be deemed to have occurred upon consummation
or the reorganization transaction.
8.3 Board Change. Board Change shall be the date that a majority of the
Board shall be persons other than persons (a) for whose election proxies shall
have been solicited by the Board, or (b) who are then serving as directors
appointed by the Board to fill vacancies on the Board caused by death or
resignation (but not by removal) or to fill newly created directorships.
Within ten (10) days of such Change in Control, the Company, Acquiring
Person or successor, as the case may be, shall give written notification to the
Participant of such redemption of the Options. The Participant shall have the
right to elect to keep the Options by written notification to the Company,
Acquiring Person, or successor, as the case may be, within five (5) days of the
redemption notification by virtue of any Change in Control. Notwithstanding
anything herein to the contrary, the Options shall continue in full force and
effect upon such Change in Control if elected to be kept by the Participant even
if subsequent to but by virtue of such Change in Control the Participant no
longer has an Affiliation. Such Options shall thereafter terminate as otherwise
provided in the Plan.
9. Exercise of Option. Subject to the provisions of Section 6 to 8, each
Award under the Plan shall be exercisable as follows:
9.1 Vesting. The Option shall be either fully exercisable on the date of
grant or shall become exercisable thereafter in such installments as the Board
may specify.
9.2 Full Vesting of Installments. Once an installment becomes exercisable
it shall remain exercisable until expiration or termination of the Option,
unless otherwise specified by the Board.
9.3 Partial Exercise. Each Option may be exercised at any time or from
time to time, in whole or in part, in accordance with its terms, for up to the
total number of Shares with respect to which it is then exercisable.
9.4 Acceleration of Vesting. The Board shall have the right to accelerate
the date of exercise of any Award.
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10. Effective Date of the Plan. The Plan was adopted by the Board on June
6, 1997 and approved by stockholders as of June 11, 1997. The Plan shall expire
at the end of the day on June 5, 2002 (except as to Options outstanding on that
date).
11. Right to Terminate Affiliation. Nothing in the Plan shall confer upon
any Participant the right to continue Affiliation with the Company or affect any
right which the Company may have to terminate such Affiliation of the
Participant.
12. Withholding Taxes. The Company shall have the right to deduct from all
payments under this Plan, whether in cash or in Stock, an amount necessary to
satisfy any federal, state or local withholding tax requirements.
13. Amendment, Modification and Termination of the Plan. The Board may at
any time terminate, suspend, amend or modify the Plan in any respect at any
time, except that the Board will not, without authorization of the stockholders
of the Company obtained within 12 months before or after the Board adopts a
resolution authorizing the effectuation of any change (other than through
adjustment for changes in capitalization as provided in Section 14) which will:
(a) Materially increase the total amount of Stock which may be awarded
under the plan.
(b) Materially decrease the benefits accruing to Participants under the
Plan;
(c) Change the class of Participants eligible to participate in the
Plan.
(d) Extend the duration of the Plan.
No termination, suspension, amendment or modification of the Plan will
adversely affect any right acquired by any Participant or any Successor under an
Award granted before the date of termination, suspension, amendment or
modification, unless otherwise agreed to by the Participant; but it will be
conclusively presumed that any adjustment for changes in capitalization provided
for in Section 14 does not adversely affect any right.
14. Adjustment for Changes in Capitalization. Upon the occurrence of any
of the following events, an Optionee's rights with respect to Options granted to
him hereunder shall be adjusted as hereinafter provided, unless otherwise
specifically provided in the Stock Option Certificate as per Section 6.1:
14.1 Stock Dividends and Stock Splits. Any change in the number of
outstanding Shares occurring through Stock splits, reverse Stock splits, or
Stock dividends after the grant of an Award will be reflected proportionately in
the aggregate number of Shares then available for Awards and in the number of
Shares subject to Awards then outstanding; and a proportionate change will be
made in the Exercise Price as to any outstanding Options.
14.2 Consolidations or Mergers. If the Company shall be the surviving
corporation in any merger or consolidation, each outstanding Option shall
pertain and apply to the securities to which a holder of the number of Shares
subject to the Option would have been entitled.
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14.3 Recapitalization or Reorganization. In the event of a
recapitalization or reorganization of the Company (other than a transaction
described in Section 14.2 above) pursuant to which securities of the Company or
of another corporation are issued with respect to the outstanding shares of
Common Stock, an Optionee upon exercising an Option shall be entitled to receive
for the Exercise Price the securities he would have received if he had exercised
his Option prior to such recapitalization or reorganization.
14.4 Dissolution or Liquidation. In the event of the proposed dissolution
or liquidation of the Company, each Option will terminate immediately prior to
the consummation of such proposed action or at such other time and subject to
such other conditions as shall be determined by the Board.
14.5 Issuances of Securities. Except as expressly provided herein, no
issuance by the Company of shares of Stock or any class, or securities
convertible into shares of Stock of any class, shall affect, and no adjustment
by reason thereof shall be made with respect to, the number or price of Shares
subject to the Options. No adjustments shall be made for dividends paid in cash
or in property other than securities of the Company.
14.6 Fractional Shares. No fractional shares shall be issued under the
Plan and any fractional Shares resulting from adjustments as provided herein
will be rounded to the nearest whole Share.
14.7 Adjustments. Upon the happening of any of the events described in
Sections 14.1, 14.2 or 14.3 above, the class and aggregate number of Shares set
forth in Section 4 hereof that are subject to Options which previously have been
or subsequently may be granted under the Plan shall also be appropriately
adjusted to reflect the events described in such subparagraphs. The Board or the
successor Board shall determine the specific adjustments to be made under this
Section 14 and, subject to Section 3, its determination shall be conclusive.
14.8 Company's Right to Make Adjustments and Reorganizations. The grant of
an Award pursuant to the Plan shall not affect in any way the right or power of
the Company to make adjustments, reclassifications, reorganizations or changes
of its capital or business structure or to merge or consolidate or to dissolve,
liquidate, sell or transfer all or any part of its business or assets.
15. Securities Law Requirements. No Shares shall be issued upon the
exercise of any Option unless and until the Company has determined that (i) it
and the Participant have taken all actions required to register the Shares under
the Securities Act of 1933 or perfect an exemption from the registration
requirements thereof; (ii) any applicable listing requirement of any stock
exchange or Nasdaq National Market on which the Common Stock is listed has been
satisfied; and (iii) any other applicable provision of state or federal law has
been satisfied. The Company shall not be required to issue or deliver any
certificates for shares of Stock purchased upon the exercise of an Option prior
to (i) if requested by the Company, the filing with the Company by the
Participant of a representation in writing that it is the Participant's then
present intention to acquire the Stock being purchased for investment and not
for resale, and/or (ii) the completion of any registration or other
qualification of such shares under any government or self-regulatory body, which
the Company shall determine to be necessary or advisable. Nothing herein is
deemed nor shall be construed to confer any registration rights upon the
Participant for
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an Option or the Shares, and no such registration right with respect to any
Option or Share is provided to any Participant by the Company.
16. Miscellaneous.
16.1 Proceeds. The proceeds received by the Company from the sale of the
Shares pursuant to the exercise of the Option will be used for general corporate
purposes.
16.2 No Obligation to Exercise. The granting of an Award shall impose no
obligation upon the Participant to exercise the Option.
16.3 Means of Exercising Options. An Option (or any part thereof) shall be
exercised by giving written notice to the Company at its principal office
address. The notice shall identify the Option being exercised and specify the
number of Shares as to which such Option is being exercised, accompanied by full
payment of the Exercise Price therefor either (a) in United States dollars in
cash or by check, or (b) at the discretion of the Board, through delivery of
Shares having a Fair Market Value equal as of the date of the exercise to the
cash exercise price of the Option, (c) at the discretion of the Board, by
delivery of the Optionee's personal recourse note bearing interest payable not
less than annually at not less than 100% of the lowest applicable Federal rate,
as defined in Section 1274 (d) of the Code, (d) at the discretion of the Board
and consistent with applicable law, through the delivery of an assignment to the
Company of a sufficient amount of the proceeds from the sale of the Stock
acquired upon exercise of the Option and an authorization to the broker or
selling agent to pay that amount to the Company, which sale shall be at the
Optionee's direction at the time of exercise, or (e) at the discretion of the
Board, by any combination of (a), (b), (c) and (d) above.
16.4 Governing Law, Construction. The validity and construction of the
Plan and the agreement evidencing Options shall be governed by the laws of the
State of Florida, or the laws of any jurisdiction in which the Company or its
successors in interest may be organized.
16.5 Incentive Options; Disqualifying Disposition. Notwithstanding that
Stock issued upon exercise of an Incentive Option is sold within one year
following the exercise of such Incentive Option or within two years of grant of
the Incentive Option so that the sale constitutes a disqualifying disposition
for Incentive Option treatment under the Code, no provision of this Plan shall
be construed as prohibiting such a sale.
16.6 Compliance with Code. The aspects of this Plan with respect to
Incentive Options are intended to comply in every respect with Section 422 and
Section 422A of the Code and the regulations promulgated thereunder. In the
event any future statute or regulation shall modify the existing statute, the
aspects of this Plan with respect to Incentive Options shall be deemed to
incorporate by reference such modification. Any Stock Option Certificate
relating to any Option granted pursuant to this Plan outstanding and unexercised
at the time any modifying statute or regulation becomes effective shall also be
deemed to incorporate by reference such modification and no notice of such
modification need be given to Optionee.
10
<PAGE>
If any provision of the aspects of this Plan with respect to Incentive
Options is determined to disqualify the shares of Stock purchasable pursuant to
the Options wanted under this Plan from the special tax treatment provided by
Code Section 422 or Section 422A, such provision shall be deemed null and void
and to incorporate by reference the modification required to qualify the shares
of Stock for said tax treatment.
11
Exhibit (4)(ii) Form of 1997 Incentive Stock Option
<PAGE>
STOCK OPTION CERTIFICATE
(Incentive Stock Option)
This Incentive Stock Option is granted by
TECHDYNE, INC.
to:
CERTIFICATE SHARES:
No.
("Optionee")
Address
:
in accordance with and pursuant to the terms of the 1997 Stock Option Plan (the
"Plan") of Techdyne, Inc., a Florida corporation (the "Company").
The terms of the Plan are incorporated by reference and shall be
considered to be a part of this Stock Option Certificate. A copy of the Plan is
attached hereto.
The terms of the Stock Option granted to you include the following:
1. On June 23, 1997, the Board of Directors of the Company granted to the
Optionee an Option (the "Option") to purchase all or any part of an aggregate
of_______ shares (the "Shares") of the common stock, $.0l par value (the "Common
Stock"), of the Company, at the price of $ 3.25 per share ("Exercise Price"),
subject to adjustment in accordance with the terms and conditions set forth in
the Plan.
2. This Option shall expire at 5:00 p.m., Florida time, on June 22, 2002,
subject to earlier termination as provided in the Plan.
Should your affiliation with the Company terminate for any reason,
voluntary or involuntary, for cause or otherwise, or due to death, retirement or
disability, the exercisability of the Option and the extent of the availability
of the Shares shall be governed by Sections 6.2, 6.3, and 6.4 of the Plan. Note
that you may not exercise an Incentive Stock Option, which you have, more than
three (3) months after you cease being employed by the Company; except if the
termination is due to death or disability as defined in the Internal Revenue
Code, which allows up to one (1) year after the date of termination, except the
Plan allows nine (9) months from termination for death or disability.
Upon the occurrence of any Change in Control as defined in Section 8 of
the Plan, the Option shall continue to be fully exercisable, and the Company or
surviving entity shall redeem the Option for cash in an amount as delineated in
Section 8; provided, you have the right to keep the Option by written
notification to the Company, Acquiring Person or Successor, as the case may be,
within five (5) days of the redemption notification as provided in Section 8 of
the Plan. If you elect to keep the Option, it shall continue in effect, even if
your affiliation with the Company ceases by virtue of such Change in Control.
<PAGE>
3. This Option may be exercised by giving written notice to the Company in
the form attached hereto as Exhibit A stating the number of Shares to be
purchased and by concurrently tendering payment by check equal to the Exercise
Price for the Shares being purchased upon such exercise. Upon exercise and
payment, the certificate for the purchased Shares shall be issued as soon as
possible as fully-paid and non-assessable Shares.
4. This Certificate and the Options granted herein are not transferable by
the Optionee otherwise than by will or the laws of descent and distribution, and
shall be exercised only by the Optionee, subject to certain rights of the
Optionee's legal representative, as provided in the Plan.
The Optionee acknowledges that he has no contractual right to require the
registration of the Option or the Shares; and the Optionee understands that the
Shares issued upon exercise of the Option shall have a legend on the face
thereof indicating the restrictions on transfer; and that such Shares and the
Option shall have stop transfer instructions issued against the same.
At the time of any exercise of the within Option, the Optionee shall
represent to and agree with the Company in writing that he is acquiring the
Shares in respect of which the Option is being exercised for the purpose of
investment and not with a view to distribution.
Please note that in order to reap the tax benefits of an Incentive Option
under present federal tax law, the Shares you acquire upon exercise of your
Option may not be sold within two (2) years of grant (June 22, 1999), nor one
(1) year from your exercise of the Option, whichever is later. Please discuss
this with your tax counsel or advisor.
The Company shall not be obligated to take any other affirmative action in
order to cause or facilitate the exercise of the Option or the issuance of
Shares pursuant thereto to comply with any state or federal law, rule or
regulation.
Any transfer in violation of this Section may cause termination of the
Option.
5. This Option shall be subject to exercise as provided herein and as
provided by the terms of the Plan and shall, in accordance with such terms, be
binding upon the Company and the Optionee.
6. This Certificate shall be governed by and construed in accordance with
the laws of the State of Florida.
IN WITNESS WHEREOF, Techdyne, Inc. has hereunto set its hand as of the
23rd day of June, 1997.
TECHDYNE, INC.
By:
---------------------------------
BARRY PARDON, President
<PAGE>
EXHIBIT A
Exercise Letter
___________________,1997
Techdyne, Inc.
2230 W. 77th Street
Hialeah, Florida 33016
Gentlemen:
1. Pursuant to the terms of the Stock Option Certificate dated June 23,
1997 (the "Option") of Techdyne, Inc., a Florida corporation (the "Company"),
the undersigned elects to exercise the Option to the extent of purchasing
________ shares of (the "Option Shares") of common stock, $.01 par value (the
"Common Stock"), of the Company (giving effect to all adjustments since the date
of the Option) and hereby tenders $________ in payment of the exercise price by
delivery of a check payable to the order of the Company.
2. The Option Shares purchased hereby should be registered as follows:
_________________________________________________ (Name)
_________________________________________________ (Street)
_________________________________________________ (City, State)
_________________________________________________ (Social Security No.)
3. The undersigned acknowledges that the Option Shares purchased hereby
may be subject to, and the certificates representing such Option Shares may be
legended to reflect, certain resale restrictions under the Securities Act of
1933, as amended, and agrees to comply with all such restrictions and to execute
such documents or take such other actions as the Company may require in
connection with such restrictions.
Very truly yours,
___________________________________ -----------------------------------
Signature
___________________________________
___________________________________
___________________________________ Print Name
Address
Exhibit (4)(iii) Form of 1997 Non-Qualified Stock Option
<PAGE>
STOCK OPTION CERTIFICATE
(Non-Qualified Stock Option)
This Stock Option is granted by
TECHDYNE, INC.
to:
CERTIFICATE SHARES:
No.
("Optionee")
Address
:
in accordance with and pursuant to the terms of the 1997 Stock Option Plan (the
"Plan") of Techdyne, Inc., a Florida corporation (the "Company").
The terms of the Plan are incorporated by reference and shall be
considered to be a part of this Stock Option Certificate. A copy of the Plan is
attached hereto.
The terms of the Stock Option granted to you include the following:
1. On June 23, 1997, the Board of Directors of the Company granted to the
Optionee an Option (the "Option") to purchase all or any part of an aggregate of
_______ shares (the "Shares") of the common Stock, $.01 par value (the "Common
Stock"), of the Company, at the price of $ 3.25 per share ("Exercise Price"),
subject to adjustment in accordance with the terms and conditions set forth in
the Plan.
2. This Option shall expire at 5:00 p.m., Florida time, on June 22, 2002,
subject to earlier termination as provided in the Plan.
Should your affiliation with the Company terminate for any reason,
voluntary or involuntary, for cause or otherwise, or due to death, retirement or
disability, the exercisability of the Option and the extent of the availability
of the Shares shall be governed by Sections 6.2, 6.3, and 6.4 of the Plan.
Upon the occurrence of any Change in Control as defined in Section 8 of
the Plan, the Option shall continue to be fully exercisable, and the Company or
surviving entity shall redeem the Option for cash in an amount as delineated in
Section 8; provided, you have the right to keep the Option by written
notification to the Company, Acquiring Person or Successor, as the case may be,
within five (5) days of the redemption notification as provided in Section 8 of
the Plan. If you elect to keep the Option, it shall continue in effect, even if
your affiliation with the Company ceases by virtue of such Change in Control.
<PAGE>
3. This Option may be exercised by giving written notice to the Company in
the form attached hereto as Exhibit A stating the number of Shares to be
purchased and by concurrently tendering payment by check equal to the Exercise
Price for the Shares being purchased upon such exercise. Upon exercise and
payment, the certificate for the purchased Shares shall be issued as soon as
possible as fully-paid and non-assessable Shares.
4. This Certificate and the Options granted herein and the Shares issuable
upon exercise are not transferable by the Optionee otherwise than by will or the
laws of descent and distribution, and shall be exercised only by the Optionee,
subject to certain rights of the Optionee's legal representative, as provided in
the Plan.
The Optionee acknowledges that he has no contractual right to require the
registration of the Option or the Shares; and the Optionee understands that the
Shares issued upon exercise of the Option shall have a legend on the face
thereof indicating the restrictions on transfer; and that such Shares and the
Option shall have stop transfer instructions issued against the same.
At the time of any exercise of the within Option, the Optionee shall
represent to and agree with the Company in writing that he is acquiring the
Shares in respect of which the Option is being exercised for the purpose of
investment and not with a view to distribution.
The Company shall not be obligated to take any other affirmative action in
order to cause or facilitate the exercise of the Option or the issuance of
Shares pursuant thereto to comply with any state or federal law, rule or
regulation.
Any transfer in violation of this Section may cause termination of the
Option.
5. This Option shall be subject to exercise as provided herein and as
provided by the terms of the Plan and shall, in accordance with such terms, be
binding upon the Company and the Optionee.
6. This Certificate shall be governed by and construed in accordance with
the laws of the State of Florida.
IN WITNESS WHEREOF, Techdyne, Inc. has hereunto set its hand as of the
23rd day of June, 1997.
TECHDYNE, INC.
By:
---------------------------------
BARRY PARDON, President
<PAGE>
EXHIBIT A
Exercise Letter
___________________,1997
Techdyne, Inc.
2230 W. 77th Street
Hialeah, Florida 33016
Gentlemen:
1. Pursuant to the terms of the Stock Option Certificate dated June 23,
1997 (the "Option") of Techdyne, Inc., a Florida corporation (the "Company"),
the undersigned elects to exercise the Option to the extent of purchasing
________ shares of (the "Option Shares") of common stock, $.01 par value (the
"Common Stock"), of the Company (giving effect to all adjustments since the date
of the Option) and hereby tenders $________ in payment of the exercise price by
delivery of a check payable to the order of the Company.
2. The Option Shares purchased hereby should be registered as follows:
_________________________________________________ (Name)
_________________________________________________ (Street)
_________________________________________________ (City, State)
_________________________________________________ (Social Security No.)
3. The undersigned acknowledges that the Option Shares purchased hereby
may be subject to, and the certificates representing such Option Shares may be
legended to reflect, certain resale restrictions under the Securities Act of
1933, as amended, and agrees to comply with all such restrictions and to execute
such documents or take such other actions as the Company may require in
connection with such restrictions.
Very truly yours,
___________________________________ -----------------------------------
Signature
___________________________________
___________________________________
___________________________________ Print Name
Address
