<PAGE> 1
As filed with the Securities and Exchange Commission
on September 30, 1996
Registration No. 333-12903
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
Staples, Inc.
-------------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 04-2896127
----------------------------- -------------------
(State or other (I.R.S. Employer
jurisdiction of incorporation) Identification No.)
One Research Drive
Westboro, Massachusetts 01581
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(Address of Principal Executive Offices) (Zip Code)
1994 EMPLOYEE STOCK PURCHASE PLAN
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(Full title of the plan)
Peter M. Schwarzenbach
Vice President and General Counsel
Staples, Inc.
100 Pennsylvania Avenue
Framingham, Massachusetts 01701
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(Name and address of agent for service)
(508) 370-8500
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(Telephone number, including area code, of agent for service)
<PAGE> 2
Item 8 - Exhibits.
- -----------------
See Index to Exhibits attached hereto.
<PAGE> 3
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Company 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 Town of Westborough,
Commonwealth of Massachusetts on the 30th day of September, 1996
STAPLES, INC.
By: /s/ Peter M. Schwarzenbach
----------------------------
PETER M. SCHWARZENBACH
Vice President, General
Counsel and Secretary
<PAGE> 4
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated on the 30th day of September, 1996.
SIGNATURE TITLE
--------- -----
* Chairman of the Board of
------------------------------ Directors and Chief Executive
THOMAS G. STEMBERG Officer (Principal Executive
Officer
* Executive Vice President and
------------------------------ Chief Financial Officer
JOHN J. MAHONEY (Principal Financial Officer)
* Senior Vice President --
------------------------------ Finance (Principal
JAMES FLAVIN Accounting Officer)
* Director
------------------------------
MARY ELIZABETH BURTON
* Director
------------------------------
MARTIN E. HANAKA
* Director
------------------------------
W. LAWRENCE HEISEY
* Director
------------------------------
LEO KAHN
* Director
------------------------------
JAMES L. MOODY
* Director
------------------------------
ROWLAND T. MORIARTY
* Director
------------------------------
ROBERT C. NAKASONE
<PAGE> 5
* Director
------------------------------
W. MITT ROMNEY
* Director
------------------------------
MARTIN TRUST
* Director
------------------------------
PAUL F. WALSH
*By: /s/ Peter M. Schwarzenbach
--------------------------
Attorney-in-Fact
<PAGE> 6
Exhibit Index
-------------
EXHIBIT DESCRIPTION OF EXHIBIT
------- ----------------------
PAGE
----
4.1 -- Restated Certificate of Incorporation of the
Company......................................... *
4.2 -- Amended and Restated By-laws of the Company..... **
5.1 -- Opinion of Hale and Dorr........................ ***
23.1 -- Consent of Ernst & Young LLP....................
23.2 -- Consent of Hale and Dorr (included in
Exhibit 5.1).................................... ***
24.1 -- Power of Attorney .............................. ***
99.1 -- Amended and Restated 1994 Employee
Stock Purchase Plan.............................
---------------
* Incorporated by reference from Exhibit 3.1 to the Quarterly Report
on Form 10-Q for the quarterly period ended August 3, 1996, as
amended on Form 10-Q/A.
** Incorporated by reference from Exhibit 3.2 to the Annual Report on
Form 10-K for the fiscal year ended February 3, 1996.
*** Previously filed.
<PAGE> 1
Exhibit 23.1
------------
CONSENT OF ERNST & YOUNG LLP, INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in the Registration
Statement on Form S-8 pertaining to the 1994 Employee Stock Purchase
Plan of Staples, Inc. of our report dated March 5, 1996, with respect
to the consolidated financial statements of Staples, Inc. included in
its Annual Report (Form 10-K) for the fiscal year ended February 3,
1996.
/s/ Ernst & Young LLP
-------------------------------
ERNST & YOUNG LLP
Boston, Massachusetts
September 26, 1996
<PAGE> 1
Exhibit 99.1
STAPLES, INC.
AMENDED AND RESTATED
1994 EMPLOYEE STOCK PURCHASE PLAN
1. PURPOSE
-------
The purpose of this Staples, Inc. 1994 Employee Stock Purchase Plan (the
"Plan") is to provide Employees of Staples, Inc. (the "Company") and its
subsidiaries (as hereinafter defined) with an opportunity to acquire a
proprietary interest in the Company by providing favorable terms for them to
purchase Stock of the Company. This Plan is intended to qualify as an "employee
stock purchase plan" within the meaning of Section 423 of the Internal Revenue
Code of 1986, as amended (the "Code").
2. DEFINITION
----------
(a) "Base Pay" shall mean regular earnings and commissions, excluding
payments for overtime, incentive compensation, bonuses, contributions to all
employee fringe benefit plans (except employee contributions in lieu of cash
earnings pursuant to any "cash or deferred plan" or "cafeteria plan"), and other
special payments except to the extent that the inclusion of any such item is
specifically approved by the Board.
(b) "Board" shall mean the Board of Directors of the Company.
(c) "Employee" shall mean any employee, including any officer, who (i)
has been employed by the Company or any Subsidiary for at least three (3)
months, in the case of a full-time employee, or at least five (5) months, in the
case of a part-time employee, and (ii) is customarily employed for more than
twenty (20) hours per week and more than five (5) months in a calendar year by
the Company or any Subsidiary.
(d) "Exercise Date" shall mean the last day of each Offering when, in
accordance with Section 9, a Participant is deemed to have exercised his Option.
(e) "Fair Market Value" shall mean the value of a share of Stock at any
particular date, which shall be (i) if shares of Stock are listed on a
securities exchange or the Nasdaq National Market, the mean between the highest
and lowest reported selling prices on the date in question (or if there were no
trades on such date, the next preceding date on which a trade or trades
occurred); or (ii) if shares of Stock are traded in any other over-the-counter
market, the mean between the lowest reported bid price and the highest reported
asked price of the Stock on the date in question, as such prices are reported in
a publication of general circulation selected by the Board and regularly
reporting the market price of the Stock in such market; or (iii) if shares of
Stock are not then actively traded on an exchange or in the over-the-counter
market, the amount determined in good faith by the Board.
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(f) "Offering" shall mean each of the offerings of Stock during the
six-month periods commencing on each Offering Date, in accordance with Section
6 hereof.
(g) "Offering Date" shall mean November 1, 1994, May 1, 1995,
November 1, 1995, May 1, 1996, November 1, 1996, May 1, 1997, November 1, 1997
and May 1, 1998.
(h) "Options" shall mean the right of a Participant to purchase Stock
pursuant to an Offering under the terms of this Plan.
(i) "Participant" shall mean an Employee who has completed an
authorization for a payroll deduction in accordance with Section 7 hereof.
(j) "Stock" shall mean the Company's Common Stock, $.0006 par value
per share.
(k) "Subsidiary" shall mean a corporation of which the Company owns
fifty percent (50%) or more of the total combined voting power of all classes
of stock which is designated as a "participating subsidiary" by the Board.
3. ADMINISTRATION OF THE PLAN
--------------------------
The Plan shall be administered by the Compensation Committee appointed by
the Board (the "Committee"). The officer or other employee of the Company
charged with day-to-day administration of the Plan shall, for matters involving
the Plan, be an ex-officio member of that Committee. The interpretation and
construction of any provision of the Plan and the adoption of rules and
regulations for administering the Plan shall be made by the Committee, subject,
however, at all times to the final jurisdiction which shall rest in the Board.
Determinations made by the Committee and approved by the Board with respect to
any matter or provision contained in the Plan shall be final, conclusive and
binding upon the Company and upon all participants, their heirs or legal
representatives. Any rule or regulation adopted by the Committee shall remain in
full force and effect unless and until altered, amended, or repealed by the
Committee or the Board. The Company shall indemnify Committee members, to the
fullest extent permitted by applicable statute, for any expenses incurred in
defending a civil or criminal action or proceeding, arising out of such member's
actions with respect to administration of the Plan, in advance of the final
disposition of such action or proceeding, upon receipt of an undertaking by the
person indemnified to repay such payment if such member shall be adjudicated not
to have acted in good faith in the reasonable belief that such member's action
was in the best interest of the Company.
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4. OPTION SHARES
-------------
The maximum number of shares of Stock which shall be made available for
sale under the Plan is 3,937,500 shares*, and, except as set forth below, the
maximum available in any Offering shall be 492,187 shares* plus any shares
available but not issued in any prior Offering under the Plan; PROVIDED that
such aggregate number of shares of Stock shall be subject to adjustment in
accordance with Section 16 hereof.
5. ELIGIBILITY
-----------
(a) Any Employee employed by the Company on an Offering Date shall be
eligible to become a Participant in the Plan on such Offering Date.
(b) Any provision of the Plan to the contrary notwithstanding,
however, no Employee shall be granted an Option (i) if, immediately after the
grant, such Employee would own (or would be considered under Section 424(d) of
the Code as owning) shares and/or hold outstanding options (whether or not such
options qualify for the special tax treatment afforded by Section 421(a) of the
Code) to purchase shares possessing five percent (5%) or more of the total
combined voting power or value of all classes of capital stock of the Company
or of any Subsidiary; or (ii) which permits his or her rights to purchase
shares under all "employee stock purchase plans" of the Company and its
Subsidiaries to accrue at a rate which exceeds $25,000 of the Fair Market Value
of the shares (at the time such Option is granted) for any calendar year in
which such Option is outstanding at any time.
6. OFFERINGS
---------
The Plan shall be implemented by a series of Offerings. The first such
Offering shall commence on November 1, 1994 and will terminate on April 30,
1995. Subsequent Offerings shall commence on each May 1 and November 1, with the
final Offering terminating on October 31, 1998. Participation by an Employee in
any Offering under the Plan shall neither limit nor require participation by the
Employee in any other Offering.
7. PARTICIPATION
-------------
(a) An Employee may become a Participant in any Offering by completing
an authorization for a payroll deduction on a form provided by the Company and
filing it with the Employee's payroll office at least fourteen (14) days prior
to the Offering Date. Payroll deductions for a Participant shall commence on the
first payday coinciding with or next following the Offering Date and shall end
as of the payday coinciding with or next preceding the Exercise Date for the
Offering to which such authorization is applicable unless sooner terminated by
the Participant as provided in Section 10. A
---------------
* Reflects stock splits through March 1996
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<PAGE> 4
Participant may elect to be automatically enrolled in subsequent Offerings by
completing an authorization for continuing payroll deductions in a form provided
by the Company. Participants may elect to have further payroll deductions
terminated at any time in accordance with Section 10.
(b) At the time a Participant files his authorization for a payroll
deduction, he or she shall elect to have deductions made from his pay on each
payday during the time he is a Participant in an Offering at the rate of 1, 2,
3, 4, 5, 6, 7, 8, 9 or 10% of his Base Pay which he is entitled to receive on
such payday. The amount of payroll deduction for each Participant on each payday
shall be established with reference to the Participant's rate of Base Pay on
such payday, so that if a Participant's Base Pay increases or decreases during
the period of an Offering, his or her total payroll deductions also increase or
decrease accordingly. All payroll deductions made for a Participant shall be
credited to his account under the Plan. A Participant may not make any separate
cash payments to such account.
(c) A Participant may discontinue his participation in an Offering as
provided in Section 10, but no other change can be made during an Offering and,
specifically, a Participant may not alter the amount of his payroll deductions
for that Offering.
(d) Neither payroll deductions credited to a Participant's account nor
any rights with regard to the exercise of an Option or to receive Stock under
the Plan may be assigned, transferred, pledged, or otherwise disposed of in any
way by the Participant otherwise than by will or the laws of descent and
distribution. Any such attempted assignment, transfer, pledge, or other
disposition shall be without effect, except that the Company may treat such act
as an election to withdraw funds in accordance with Section 10.
8. GRANT OF OPTIONS
----------------
As of each Offering Date, each Participant in that Offering shall be
granted an Option for such number of full shares of Stock as determined by (a)
dividing 10% of his or her annualized Base Pay as of the Offering Date by 85% of
the Fair Market Value of the Stock as of the Offering Date and (b) multiplying
such quotient by 1.25; provided that such number shall not be greater than the
number determined by dividing $12,500 by the Fair Market Value of the Stock as
of the Offering Date.
The purchase price of shares of Stock purchased with payroll deductions
made during an Offering shall be the lower of (a) 85% of the Fair Market Value
of the Stock on the Offering Date, or (b) 85% of the Fair Market Value of the
Stock on the Exercise Date.
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<PAGE> 5
9. EXERCISE OF OPTION
------------------
(a) Unless a Participant gives written notice to the Company as
hereinafter provided, his or her Option for the purchase of Stock with payroll
deductions made during an Offering will be exercised automatically for him or
her as of the Exercise Date for the Offering for the purchase of the number of
full shares (not to exceed the number subject to his or her Option) which the
accumulated payroll deductions credited to his or her account as of the Exercise
Date will purchase at the applicable purchase price.
(b) By written notice to the Company not less than thirty (30) days
prior to the Exercise Date for an Offering, a Participant may elect, effective
upon the Exercise Date for that Offering, to withdraw all of the accumulated
payroll deductions in his or her account at that time, with interest computed as
set forth in Section 11.
(c) If the total number of shares of Stock for which Options are
exercised on any Offering Date in accordance with this Section 9 exceeds the
maximum number of shares available for such Offering pursuant to Section 4, the
Company shall make a pro rata allocation of the shares available in as nearly a
uniform manner as shall be practicable and as it shall determine to be equitable
based on the total number of shares subscribed for or otherwise to be purchased,
and the balance of payroll deductions credited to the account of each
Participant under the Plan shall be returned to him or her as promptly as
possible, with interest computed as set forth in Section 11, based on the
assumption that such excess is comprised of funds most recently deducted from
the Participant's Base Pay.
(d) In order to encourage retention of the Stock issued to
Participants in the Plan, the Committee has the authority to direct the
Company to hold all certificates representing shares of Stock issued pursuant
to the Plan to Participants on behalf of the Participants for a period of three
(3) months from the Exercise Date on which such shares were issued.
(e) As promptly as practicable after the Exercise Date for each
Offering, the Company will deliver to each Participant who is not enrolled in
the subsequent Offering a cash payment equal to the total of the payroll
deductions credited to his or her account during such Offering that were not
used to purchase Stock in the Offering. The Account Balance of each Participant
who is enrolled in the subsequent Offering shall be the opening balance in the
Participant's account for such subsequent Offering unless (i) the Account
Balance exceeds the purchase price of one share of Stock, in which case the
excess amount shall be refunded in cash to the Participant, or (ii) the
Participant requests his or her Account Balance to be refunded in cash.
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<PAGE> 6
10. WITHDRAWAL FROM OFFERING
------------------------
(a) A Participant may withdraw payroll deductions credited to his or
her account under the Plan at any time by giving written notice to the Company.
All of the Participant's payroll deductions credited to his or her account will
be paid to him or her as promptly as practicable after receipt of his notice of
withdrawal, and no further payroll deductions will be made from his or her pay
except in accordance with an authorization for a new payroll deduction filed in
accordance with Section 7 for a subsequent Offering.
(b) A Participant's withdrawal shall not have any effect upon his or
her eligibility to participate in any subsequent Offering or in any similar plan
which may hereafter be adopted by the Company. Notwithstanding the foregoing,
any director or executive officer (as defined for purposes of Section 16 of the
Securities Exchange Act of 1934) who discontinues his or her participation in an
Offering in accordance with Section 9 or this Section 10 may not participate in
the next Offering, but may participate in any following Offerings under the
Plan.
(c) Upon termination of the Participant's employment for any reason
(including retirement or death) by the Company or a Subsidiary, the Participant
shall automatically be deemed to have withdrawn from the Plan and the payroll
deductions then credited to his or her account will be returned to him or her
or, in the case of his or her death, to the person or persons entitled thereto
under Section 17, provided, however, that upon termination of the Participant's
employment because of disability or death, the Participant or his or her
beneficiary (as defined in Section 17) shall have the right to elect, by written
notice given to the Treasurer of the Company prior to the expiration of the
period of thirty (30) days commencing with the date of the disability or death
of the Participant, either
(i) to withdraw all of the payroll deductions credited to the
Participant's account under the Plan together with interest on the payroll
deductions computed as set forth in Section 11; or
(ii) to exercise the Participant's Option on the Exercise Date next
following the date of the Participant's disability or death for the
purchase of the number of full shares of Stock which the accumulated
payroll deductions in the Participant's account at the date of the
Participant's disability or death will purchase at the applicable purchase
price set forth in Section 8, and any excess in such account will be
returned to the Participant or said beneficiary.
If no such written notice of election is received by the Treasurer of the
Company, the Participant or beneficiary shall automatically be deemed to have
elected to withdraw the payroll deductions credited to the Participant's account
at the date of the Participant's disability or death and the same will be paid
promptly to the Participant or
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<PAGE> 7
said beneficiary with interest on the payroll deductions computed as set forth
in Section 11.
(d) Any payroll deductions returned to a Participant (or paid to any
person or persons in accordance with Section 17) who withdraws from, or is
deemed to have withdrawn from, or terminates his or her participation in, an
Offering for any reason, will be credited with interest computed as provided in
Section 11.
11. INTEREST
--------
In any situation where the Plan provides for the payment of interest on
the return of a Participant's payroll deductions, such interest shall be
computed at the prevailing passbook savings rate in the area of the Company's
headquarters on the applicable Offering Date on the average amount in the
Participant's account at the end of each calendar month during the Offering or
under such other method of computation as the Committee or the Board shall
determine in the circumstances.
12. EXPIRATION
----------
(a) Options shall not be transferable by the Participant and shall
expire unexercised immediately upon the Participant's termination of employment
by the Company or a Subsidiary prior to the Exercise Date for an Offering for
any reason, including retirement or death.
(b) Authorized leave of absence or absence on military or government
service shall not constitute severance of the employment relationship between
the Company or Subsidiary and the Participant for purposes of this Section 12,
provided that either (a) such absence is for a period of no more than ninety
(90) days, or (b) the Employee's right to re-employment after such absence is
guaranteed either by statute or by contract. In the event that such absence does
not qualify under either (a) or (b) above, the employment relationship shall
terminate for purposes of this Plan on the ninety-first day of the authorized
leave of absence.
13. REQUIREMENTS OF LAW
-------------------
The Company shall not be required to sell or issue any shares under any
Option if the issuance of such shares shall constitute or result in a violation
by the Participant or the Company of any provisions of any law, statute or
regulation of any governmental authority. Any such determination shall be made
by the Committee or the Board and shall be final, binding and conclusive. The
Company shall not be obligated to take any other affirmative action in order to
cause the exercise of any Option or the issuance of Stock pursuant thereto to
comply with any law or regulations of any governmental authority.
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<PAGE> 8
14. NO RIGHTS AS STOCKHOLDER
------------------------
No Participant shall have rights as a stockholder with respect to Stock
covered by his or her Option until the date of issuance of a stock certificate
for such shares; and except as otherwise provided in Section 16 hereof, no
adjustment for dividends or otherwise shall be made if the record date therefor
is prior to the date of issuance of such certificate.
15. NO EMPLOYMENT OBLIGATION
------------------------
The granting of any Option shall not impose upon the Company or any
Subsidiary any obligation to employ or continue to employ any Participant, and
the right of the Company or any Subsidiary to terminate the employment of any
person shall not be diminished or affected by reason of the fact that an Option
has been granted to him or her.
16. CHANGES IN THE COMPANY'S CAPITAL STRUCTURE
------------------------------------------
(a) The existence of outstanding Options shall not affect in any way
the right or power of the Company or its stockholders to make or authorize any
or all adjustments, recapitalizations, reorganizations or other changes in the
Company's capital structure or its business or any merger or consolidation of
the Company or any issue of bonds, debentures, preferred or prior preference
stock ahead of or affecting the Stock or the rights thereof or the dissolution
or liquidation of the Company or any sale or transfer of all or any part of its
assets or business or any other corporate act or proceeding, whether of a
similar character or otherwise.
(b) The number of shares covered by any outstanding Option and the
price per share thereof shall be proportionately adjusted by the Committee or
the Board, whose determination shall be conclusive, for any increase or
decrease in the number of issued shares of Stock resulting from the subdivision
or consolidation of shares or any other capital adjustment, the payment of a
stock dividend or any other increase in such shares effected without receipt of
consideration by the Company or any other decrease therein effected without a
distribution of cash or property in connection therewith. Any such adjustments
may provide for the elimination of any fractional shares which would otherwise
become subject to any Options.
(c) In the event the Company merges or consolidates with one or more
corporations and the holders of the capital stock of the Company immediately
prior to such merger or consolidation continue to hold at least 80% by voting
power of the capital stock of the surviving corporation, thereafter upon any
exercise of an Option, the holder thereof shall be entitled to purchase in lieu
of the number of shares of Stock as to which the Option shall then be
exercisable, the number and class of shares of stock and securities to which the
holder would have been entitled pursuant to the terms of the agreement of merger
or consolidation if immediately prior to such merger or
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<PAGE> 9
consolidation, the holder had been the holder of record of shares of Stock as to
which the Option is then exercisable.
(d) In the event of any merger or consolidation of the Company into or
with another corporation in which the holders of the capital stock of the
Company immediately prior to such merger or consolidation hold less than 80% by
voting power of the capital stock of the surviving corporation, or in the event
the Company is liquidated or sells or otherwise disposes of substantially all of
its assets to another corporation while unexercised Options remain outstanding
under the Plan, (i) subject to the provisions of clauses (ii) and (iii), after
the effective date of such merger, consolidation or sale, as the case may be,
each holder of an outstanding Option shall be entitled, upon exercise of such
Option, to receive in lieu of shares of Stock, shares of such stock or other
securities as the holders of shares of Stock received pursuant to the terms of
the merger, consolidation or sale; or (ii) all outstanding Options may be
canceled by the Committee or the Board as of the date prior to the effective
date of any such merger, consolidation, liquidation or sale and all payroll
deductions with interest credited as provided in Section 11 shall be paid out to
the Participants; or (iii) all outstanding Options may be canceled by the
Committee or the Board as of the effective date of any such merger,
consolidation, liquidation or sale provided that notice of such cancellation
shall be given to each holder of an Option, and each holder of an Option shall
have the right to exercise such Option in full based on payroll deductions then
credited to his account as of a date determined by the Committee or the Board
not less than ten (10) days preceding the effective date of such merger,
consolidation, liquidation, sale or acquisition.
(e) Except as hereinbefore expressly provided, the issue by the
Company of shares of stock of any class or securities convertible into shares of
stock of any class for cash or property or for labor or services either upon
direct sale or upon the exercise of rights or warrants to subscribe therefor, or
upon conversion of shares or obligations of the Company convertible into such
shares or other securities, shall not affect, and no adjustment by reason
thereof shall be made with respect to, the number, class or price of shares of
Stock then subject to outstanding Options.
17. DESIGNATION OF BENEFICIARY
--------------------------
A Participant may file with the Treasurer of the Company a written
designation of a beneficiary who is to receive any shares of Stock and/or cash
that would otherwise be delivered to the Participant under the Plan in the event
of such Participant's death prior to delivery to him or her of such shares
and/or cash. Such designation shall be effective as to all future distributions
of cash and securities with respect to the Participant's account under the Plan.
Such designation of beneficiary may be changed by the Participant at any time by
written notice to the Treasurer of the Company. Within 30 days after the
Participant's death, the beneficiary may, as provided in Section 10, elect to
exercise the Participant's Option when it becomes exercisable on the Exercise
Date of the then current Offering. Upon the death of a Participant and upon
receipt by
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<PAGE> 10
the Company of proof of the identity and existence at the Participant's death of
a beneficiary validly designated by him under the Plan, and notice of election
of the beneficiary to exercise the Participant's Option in accordance with
Section 10 hereof, the Company shall deliver such shares and/or cash to such
beneficiary. In the event of the death of a Participant and in the absence of a
beneficiary validly designated under the Plan who is living at the time of such
Participant's death, the Company shall deliver such cash to the executor or
administrator of the estate of the Participant, or if no such executor or
administrator has been appointed (to the knowledge of the Company), the Company,
in its discretion, may deliver such cash to the spouse or to any one or more
dependents or relatives of the Participant, or if no spouse, dependent, or
relative is known to the Company then to such other person as the Company may
designate. No designated beneficiary shall prior to the death of a Participant
by whom he or she has been designated acquire any interest in the shares or cash
credited to the Participant's account maintained by the Company under the Plan.
18. AMENDMENT OR TERMINATION OF PLAN
--------------------------------
The Committee or the Board may modify, revise or terminate this Plan at
any time and from time to time; provided, however, that without the approval of
the stockholders of the Company, the Committee or the Board may not (i)
materially increase the benefits accruing the Participants under the Plan; (ii)
increase the aggregate number of shares which may be issued pursuant to the
provisions of the Plan; or (iii) materially modify the requirements as to
eligibility for participation in the Plan. Notwithstanding the preceding
sentence, the Committee or the Board shall in all events have the power to make
such changes in the Plan and in the regulations and administrative provisions
hereunder or in any outstanding Option as, in the opinion of counsel for the
Company, may be necessary or appropriate from time to time to enable the Plan
and any Option granted pursuant hereto to qualify as an employee stock purchase
plan as defined under the Code, so as to receive preferential federal income tax
treatment.
19. USE OF FUNDS
------------
All payroll deductions received or held by the Company under this Plan may
be used by the Company for any corporate purpose and the Company shall not be
obligated to segregate such payroll deductions.
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20. EFFECTIVE DATE AND DURATION OF THE PLAN
---------------------------------------
The Plan shall become effective and shall be deemed to have been adopted
on April 27, 1994, subject, however, to approval by the stockholders of the
Company at the Annual Meeting of Stockholders to be held on June 30, 1994.
Adopted by the Board of
Directors on April 27, 1994 and
approved by the stockholders of
the Company on June 30, 1994;
amended September 23, 1994; and
further amended by the Board of
Directors on February 27, 1996,
and approved by the stockholders
of the Company on May 23, 1996.
