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 December 6, 1999
SPARTECH CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE
(State or other jurisdiction of incorporation)
1-5911 43-0761773
(Commission File Number) (IRS Employer Identification No.)
120 South Central Avenue, Suite 1700, Clayton, Missouri 63105
(Address of principal executive offices) (Zip Code)
(314) 721-4242
Registrant's Telephone Number, Including Area Code
SPARTECH CORPORATION
FORM 8-K
Item 5. Other Events
Effective September 9, 1999, the Board of Directors of the registrant
approved certain amendments to the registrant's Restricted Stock Option Plan,
originally adopted in 1991. The amendments to the Plan permit certain transfers
of options issued pursuant to the Plan, and expand in certain respects the types
of consideration which may be paid to exercise the options and pay withholding
taxes due upon exercise.
Item 7. Financial Statements and Exhibits
Exhibits
4.1 Spartech Corporation Restricted Stock Option Plan, as amended and restated
September 9, 1999.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1934, the registrant
has duly caused this report to be signed on its behalf by the undersigned
hereunto duly authorized.
SPARTECH CORPORATION
Date December 3, 1999 By /S/ Jeffrey D. Fisher
Jeffrey D. Fisher
Vice President and
General Counsel
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EXHIBIT 4.1
SPARTECH CORPORATION
RESTRICTED STOCK OPTION PLAN
(Amended and Restated September 9, 1999)
1. PURPOSES OF PLAN. The purpose of the Spartech Corporation Restricted
Stock Option Plan (the "Plan") is as follows:
To further the growth, success and interests of Spartech Corporation (the
"Company") by retaining or obtaining key executive employees of the Company and
its subsidiaries and affiliates, who have been or will be given responsibility
for the administration of the affairs of the Company, by enabling them to
acquire shares of the Company's Common Stock under the terms and conditions and
in the manner contemplated by the Plan, thereby increasing their personal
commitment to the Company.
2. ADMINISTRATION OF PLAN. The Plan shall be administered by a committee
of the Board of Directors of Spartech comprised of two or more members of the
Board who are "non-employee directors" as defined in Rule 16b-3 under the
Securities Exchange Act of 1934 (the "Committee"). The Committee shall review
and approve the names of all key employees to whom options are proposed to be
granted, the number of shares to be covered by, and within the applicable limits
set forth in the Plan, the price and terms of any option to be granted
hereunder. Subject to the provisions of the Plan, the Committee shall be
authorized to approve the number of options and participants annually and to
interpret the Plan, to prescribe, amend and rescind rules and regulations,
forms, notices and agreements relating to the Plan and to make all
determinations necessary or advisable for the operation of the Plan. All
ultimate powers of approval shall be vested in the Committee as a body and the
Committee shall have absolute discretion, subject to the provisions of the Plan,
with respect to all determinations thereunder.
3. ELIGIBLE PARTICIPANTS. Eligible for participation under the Plan shall
be (i) the members of the Company's Board of Directors, and (ii) those employees
of the Company or its subsidiaries, divisions and affiliates who exercise key
functions and responsibilities including, but not limited to, such persons whose
position in the Company or its subsidiaries, divisions and affiliates bear the
following titles:
Chairman of the Board Treasurer
Vice Chairman of the Board Secretary
President Assistant Vice President
Executive Vice President Assistant Secretary
Group Vice President Assistant Treasurer
Vice President Assistant Controller
Controller Divisional President
General Manager
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The Committee shall have the responsibility, in its sole discretion, of
determining eligible participants under the Plan, and with respect to employees
shall receive the recommendations of the various officers and divisional
executives of the Company with respect thereto.
No participant may be granted options in any calendar year for a number of
shares greater than 5% of the number of shares of the Company's common stock
issued and outstanding at the beginning of such year.
4. SHARES SUBJECT TO PLAN. A maximum of up to 10 percent (10%) of the
outstanding shares (excluding treasury shares) of the Common Stock, $.75 par
value, of the Company shall be available for inclusion in options issued for
each fiscal year of the Company. However, the number of shares issuable for
options granted under the Plan with respect to any one fiscal year of the
Company shall not be cumulative, so that if options for the maximum number of
shares authorized for issuance under the Plan are not in fact issued during any
fiscal year, the authority for issuance of options not so issued shall be
automatically canceled. The number of outstanding shares against which the
maximum percentage figure is to be applied shall be determined as of the prior
fiscal year end. Such shares may come either from authorized but heretofore
unissued shares or from shares reacquired by the Company, including shares
purchased in the open market. Such number and kind of shares subject to options
issued under the Plan shall be appropriately adjusted in the event of any one or
more stock splits, spin-offs, split-ups, split-offs, reverse stock splits, or
stock dividends in excess of five percent (5%), hereafter paid or declared with
respect to such shares subject to the Plan.
5. PRICE AND TERMS OF OPTIONS.
(a) The Committee, in its absolute discretion, shall determine the exercise
price per share of options granted under the Plan, including the discretion to
issue options exercisable at prices below market for the underlying shares at
the time of grant, or option prices reflecting impediments to future
marketability placed on the shares subject to the options, or exercisable for
nominal prices, which may be payable in services, by note or by other
consideration therefor.
(b) The Committee shall have absolute discretion in determining the rates at
which any option granted hereunder shall be exercised in whole or in part.
However, no option granted hereunder shall be exercisable in whole or in part
later than the day preceding the 10th anniversary date of the grant. An option
exercisable under this Plan may be exercised by delivery to the Chief Financial
Officer, Treasurer or Controller of Spartech, at its principal office, of a
written notice, signed by the person entitled to exercise such option,
specifying the number of shares purchasable under the option, which the
participant wishes to purchase, accompanied by
(i) a certified or cashier's check in the amount of the aggregate
option price for such number of shares, or
(ii) the delivery of shares of Spartech Common Stock owned by the
person exercising the option for at least six months preceding
the exercise date and having a fair market value equal to the
exercise price, or
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(iii) the delivery of any combination thereof.
(c) As a condition of the exercise of an option, at or before the time of
exercise the person entitled to exercise the option shall pay, or make
arrangements satisfactory to the Company to assure the timely payment of, all
federal and state taxes required to be withheld by the company as a result of
the exercise. Such withholding taxes may be paid by
(i) a certified or cashier's check in the amount of such taxes, or
(ii) the delivery of shares of Spartech Common Stock already owned
by the participant and having a fair market value equal to the
amount of such taxes, or
(iii) the surrender and cancellation of currently exercisable
options for a number of shares of Spartech Common Stock which,
if issued, would have a fair market value equal to the amount
of such taxes, or
(iv) the delivery of any combination thereof.
However, no withholding taxes in excess of the minimum amount of taxes required
to be withheld by applicable laws or regulations may be paid by method (iii), or
by method (ii) unless the shares surrendered have been owned by the person
exercising the option for at least six months preceding the exercise date. If
for any reason payment is not made as aforesaid, the Company may withhold the
amount of any remaining withholding taxes from any other compensation due to the
participant.
(d) For purposes of paragraphs 5(b) and 5(c), the "fair market value" of a
share of Spartech Common Stock means the closing price in the principal exchange
on which it is traded on the last trade day preceding the date the notice of
exercise is received by the Company.
(e) In no event shall stock be issued or certificates be delivered until
full payment shall have been received by Spartech, nor shall the participant
have any right or status as a stockholder prior to such payment.
6. RESTRICTIONS. Options granted hereunder, or shares issued pursuant to
the exercise of such options granted under the Plan shall be subject to the
following restrictions:
(a) Neither the options granted hereunder nor shares issued pursuant to the
exercise of such options may be sold or otherwise disposed of, except to the
Company, until a period of at least three (3) years shall have elapsed from the
date of grant of the option.
(b) For a period of three (3) years after options are issued to an eligible
participant, the options, if unexercised, or the underlying shares, if
acquired, may, in the sole discretion of the Company, be reacquired
by the Company at the same price as paid by such participant for the
options and/or shares, as the case may be, should such participant's
employment or service with the Company be terminated for fraud,
misappropriation or similar wrongdoing to the Company.
Anything in the foregoing to the contrary notwithstanding, this
restriction shall not permit the Company to reacquire shares upon
which the prohibition against sale or other disposition has lapsed
prior to termination of employment.
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(c) Subject to the preceding restrictions, an option granted under this Plan
may be transferred to a participant's "family members" as defined in the General
Instructions to Securities and Exchange Commission Form S-8, subject to such
terms and conditions as may be specified in the option.
7. OTHER RESTRICTIONS. The Committee may, in its sole discretion, impose
such other restrictions (not to exceed three (3) years in duration from the date
of issuance of any options hereunder) on any shares issued pursuant to this Plan
as it may deem advisable, including, without limitation, restrictions under the
Securities Act of 1933, as amended, or under the requirements of any stock
exchange upon which such shares or shares of the same class are then listed.
8. LEGEND. In order to enforce the restrictions imposed upon shares
hereunder, the Committee may cause a legend or legends to be placed on any
certificates representing shares issued pursuant to this Plan, which legend or
legends shall make appropriate reference to the restrictions imposed hereunder.
9. RESTRICTED STOCK OPTION AGREEMENT. Each option granted under the Plan
shall be evidenced by a Restricted Stock Option Agreement which shall set forth
the terms and conditions of such option. Each such Agreement shall expressly
incorporate by reference the provisions of this Plan (a copy of which shall be
attached thereto), and shall state that in the event of any inconsistency
between the provisions hereof and the provisions of such Restricted Stock Option
Agreement, the provisions of this Plan shall govern.
10. AMENDMENTS. This Plan may be amended at any time by the Committee;
provided no such amendment shall increase the maximum number of shares that may
be issued pursuant to this Plan without the further approval of such
shareholders (except where such increase results from an anti-dilution
adjustment as provided in Section 4 hereof). Neither the Committee nor the
shareholders, by amendment to the Plan, can affect options or shares issued to a
participant under the Plan prior to such amendment.
11. COMMENCEMENT AND TERMINATION OF PLAN; PERIOD DURING WHICH OPTIONS MAY BE
GRANTED. This Plan, as adopted by the Board of Directors on July 26, 1991 and
subject to approval by the shareholders in accordance with the applicable
provisions of the Corporation Law of the State of Delaware, shall become
effective on October 1, 1991. No options shall be granted pursuant to this Plan
prior to October 1, 1991. No grant of an option shall be made hereunder after
the expiration of ten (10) years from October 1, 1991 or such earlier date as
may be determined by the Committee. The termination of this Plan, however,
shall not affect any restrictions previously imposed on shares issued pursuant
to this Plan.
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By Order of the Board of Directors
SPARTECH CORPORATION
Dated: July 26, 1991, as amended November 1, 1997 and September 9, 1999
