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FORM 8-K
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) January 8, 1997
ARC CAPITAL
(Exact name of registrant as specified in its charter)
California
(State or other jurisdiction of incorporation)
0-20097 33-0256103
(Commission File Number) (I.R.S. Employer Identification No.)
2067 Commerce Drive
Medford, Oregon 97504
(Address of principal executive offices) (Zip Code)
541-776-7700
(Registrant's telephone number, including area code)
N.A.
(Former name or former address, if changed since last report)
Total Number of Pages: 5
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Item 5. Other Events
On January 8, 1997, James K. Rifenbergh resigned as a member of ARC's board of
directors. On December 19, 1996, James Ewan, and on January 10, 1997, Haig S.
Bagerdjian, Vikram Dutt and Robert M. Loeffler became members of ARC's board of
directors.
On January 10, 1997, ARC's board of directors adopted a Restricted Stock Plan
covering 2,000,000 shares of the Company's Class A Common Stock ("Stock"). On
that date, the board awarded restricted stock to the following employees of the
Company:
William J. Young 952,000 Shares
James Ewan 572,000 Shares
Alan R. Steel 476,000 Shares
As to 10% of the Stock, such shares cannot be traded or transferred unless (i)
the employee remains in the employ of the Company until January 10, 2000 and
(ii) a payment of $1.80 per share is made by the employee to ARC. As to 90% of
the Stock, such stock cannot be traded or transferred unless, in addition to the
conditions in the prior sentence, the market price of the stock as quoted by
Nasdaq or other applicable stock exchange for any 30 consecutive days prior to
the third anniversary date of the award is at least $20 per share. If any of
these conditions are not met, the shares of stock will be forfeited and returned
to the Company.
Item 7. Financial Statements and Exhibits
(c) Exhibits
99.1 Restricted Stock Plan
99.2 Form of Restricted Stock Agreement
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.
ARC CAPITAL
Date: January 24, 1997 By: /s/ Alan R. Steel
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Vice President of Finance and
Chief Financial Officer
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Exhibit Index
99.1 Restricted Stock Plan
99.2 Form of Restricted Stock Agreement
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Exhibit 99.1
ARC CAPITAL
1997 RESTRICTED STOCK PLAN
1. Purpose. The purpose of this Restricted Stock Plan (the "Plan") is to
enable ARC Capital (the "Company") to compensate for past performance of, and to
retain the services of selected employees, officers and directors of the Company
or of any subsidiary of the Company and provide them with strong incentives to
enhance the Company's growth and stock price.
2. Shares Subject to the Plan. Subject to adjustment as provided in
Paragraph 7, the shares to be offered under the Plan shall consist of Class A
Common Stock (the "Common Stock") of the Company, and the total number of shares
of Common Stock that may be issued under the Plan shall not exceed 2,000,000
shares. The shares issued under the Plan may be authorized and unissued shares
or reacquired shares. If shares sold or awarded under the Plan are forfeited to
the Company or repurchased by the Company, the number of shares forfeited or
repurchased shall again be available under the Plan.
3. Effective Date and Duration of Plan.
(a) Effective Date. The Plan shall become effective as of adoption by
the Board of Directors (the "Board") of the Company.
(b) Duration. The Plan shall continue in effect until all shares
available for issuance under the Plan have been issued and all restrictions on
such shares have lapsed. The Board may suspend or terminate the Plan at any
time. Termination shall not affect any restricted shares previously awarded or
sold.
4. Administration.
(a) Board of Directors. The Plan shall be administered by the Board,
which shall determine and designate from time to time the individuals to whom
awards shall be made, the amount of the awards and the other terms and
conditions of the awards. Subject to the provisions of the Plan, the Board may
from time to time adopt and amend rules and regulations relating to
administration of the Plan, waive or modify any restriction applicable to shares
(except those restrictions imposed by law) and make all other determinations in
the judgment of the Board necessary or desirable for the administration of the
Plan. The interpretation and construction of the provisions of the Plan and
related agreements by the Board shall be final and conclusive. The Board may
correct any defect or supply any omission or reconcile any inconsistency in the
Plan or in any related agreement in the manner and to the extent it shall deem
expedient to carry the Plan into effect, and it shall be the sole and final
judge of such expediency.
(b) Committee. The Board may delegate to a committee of the Board or
specified officers of the Company, or both (the "Committee") any or all
authority for administration of the Plan. If authority is delegated to a
Committee, all references to the Board in the Plan shall mean and relate to the
Committee except (i) as otherwise provided by the Board and (ii) that only the
Board may amend or terminate the Plan.
5. Types of Awards; Eligibility. The Board may, from time to time, take the
following action, separately or in combination under the Plan: award restricted
stock and sell shares subject to restrictions. Any such awards may be made to
the individuals specified in Paragraph 1 who the Board believes have made or
will make an important contribution to the Company or any subsidiary of the
Company. The Board shall select the individuals to whom awards shall be made and
shall specify the action taken with respect to each individual to whom as award
is made. At the discretion of the Board, an individual may be given an election
to surrender an award in exchange for the grant of a new award.
6. Stock Awards. The Board may award shares under the Plan subject to the
terms, conditions and restrictions determined by the Board. The restrictions may
include restrictions concerning transferability and forfeiture of the shares
awarded, together with such other restrictions as may be determined by the
Board. The Board may require the recipient to sign an agreement as a condition
of the award and may require the recipient to pay any monetary considerations
including amounts necessary to satisfy tax withholding requirements. The
agreement may contain any terms, conditions, restrictions and representations
required by the Board. The certificates representing the shares awarded shall
bear any legends required by the Board. If the recipient fails to pay the amount
demanded, the Company may withhold that amount from other amounts payable by the
Company to the recipient, including salary or fees for services, subject to
applicable law. With the consent of the Board, a recipient may deliver Common
Stock to the Company to satisfy a tax withholding obligation.
7. Changes in Capital Structure.
(a) Stock Splits; Stock Dividends. If the outstanding Common Stock of
the Company is hereafter increased or decreased or changed into or exchanged for
a different number or kind of shares or their securities of the Company by
reason of any stock split, combination of shares or dividend payable in shares,
recapitalization or reclassification, appropriate adjustment shall be made by
the Board in the number or kind of shares available for grants under the Plan.
Notwithstanding the foregoing, the Board shall have no obligation to effect any
adjustment that would or might result in the issuance of fractional shares, and
any fractional shares resulting from any adjustments may be disregarded or
provided for in any manner determined by the Board. Any such adjustments made by
the Board shall be conclusive.
(b) Dissolution of the Company. In the event of the dissolution of
the Company, and if the Board shall not have waived the restrictions, restricted
shares shall be forfeited.
8. Amendment of Plan. The Board may at any time, and from time to time,
modify or amend the Plan in such respects as it shall deem advisable.
9. Employment and Service Rights. Nothing in the Plan or any award pursuant
to the Plan shall (i) confer upon any employee any right to be continued in the
employment of the Company or any subsidiary or interfere in any way with the
right of the Company or any subsidiary by whom such employee is employed to
terminate such employee's employment at any time, for any reason, with or
without cause, or to decrease such employee's compensation or benefits, or (ii)
confer upon any person engaged by the Company any right to be retained or
employed by the Company or to the continuation, extension, renewal or
modification of any compensation, contract or arrangement with or by the
Company.
10. Rights as a Shareholder. The receipt of any award under the Plan shall
confer no rights as a shareholder with respect to any Common Stock until the
date of issue to the recipient of a stock certificate for such shares. Except as
otherwise expressly provided in an award, no adjustment shall be made for
dividends or other rights for which the record date occurs prior to the date
such stock certificate is issued.
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Exhibit 99.2
ARC CAPITAL
RESTRICTED STOCK AGREEMENT
THIS AGREEMENT is made as of the day of , 199 , by and between ARC Capital
(the "Company") and ------------------------------ (the "Employee").
R E C I T A L
Pursuant to the ARC Capital 1997 Restricted Stock Plan (the "Plan"), the
Board of Directors of the Company (the "Plan Committee") has authorized the
granting to Employee that number of restricted shares of Class A Common Stock
(the "Common Stock") of the Company specified in Paragraph 1 hereof upon the
terms and conditions hereinafter stated.
A G R E E M E N T
NOW, THEREFORE, in consideration of the promises and of the undertakings of
the parties hereto contained herein, it is hereby agreed:
1. Number of Shares. Pursuant to said action of the Plan Committee, the
Company hereby grants to Employee shares of Common Stock of the Company
("Shares") subject to the restrictions and conditions set forth in Paragraphs 2,
3 and 4.
2. Restrictions; Forfeitability. Ten percent (10%) of the Shares shall be
forfeited and returned to the Company for cancellation if the Employee's
employment with the Company or a subsidiary of the Company terminates for any
reason at any time prior to the third anniversary of this award or if the
payments required hereunder are not made. Ninety percent (90%) of the Shares
shall be forfeited and returned to the Company if either the above termination
of employment or failure to pay occurs or if the Common Stock of the Company has
not reached a closing price on the Nasdaq Stock Market, Nasdaq National Market,
or any stock exchange of at least $20 per share and maintained a price of at
least $20 per share for a period of thirty (30) consecutive days at any time
prior to the third anniversary of this award.
3. Payment When Restrictions Lapse. The lapse of any restrictions hereunder
shall be conditioned upon the payment by the Employee to the Company of the
amount of $ per Share (the fair market value of the Share on the date of this
award) plus the amount of applicable federal, state and local withholding taxes
as required by Paragraph 4.
4. Tax Withholding. As a condition to lapse of the restrictions on the
Shares, the Company may require Employee to pay over to the Company all
applicable federal, state and local taxes which the Company is required to
withhold with respect to the Shares upon their becoming nonforfeitable. At the
discretion of the Plan Committee and upon the request of the Employee, the
withholding tax requirements may be satisfied by the Employee's returning to the
Company Shares with a fair market value equal to the aggregate amount of such
taxes.
5. Nontransferability; Legend. Shares may not be assigned or transferred
while the restrictions are in effect. The certificates for Shares shall carry
the following legend:
THESE SHARES MAY NOT BE TRANSFERRED AND ARE SUBJECT TO
FORFEITURE UNDER THE TERMS OF A RESTRICTED STOCK AGREEMENT.
6. No Right to Employment. Nothing in this Award shall confer upon Employee
any right to continue in the employ of the Company or to continue to perform
services for the Company or any subsidiary, or shall interfere with or restrict
in any way the rights of the Company to discharge or terminate Employee at any
time for any reason whatsoever, with or without good cause.
7. Dissolution of the Company. Any shares subject to restrictions which are
not waived by the Plan Committee shall be forfeited and returned to the Company
for cancellation upon the dissolution of the Company.
8. Plan Governs. This Agreement is in all respects limited by and subject
to the express terms and provisions of that Plan, as it may be construed by the
Plan Committee. Employee hereby acknowledges receipt of a copy of the Plan.
9. Notices. All notices to the Company shall be addressed to the Chairman
of the Plan Committee of the Board of Directors of the Company at the principal
office of the Company at 2067 Commerce Drive, Medford, Oregon, 97504, and all
notices to Employee shall be addressed to Employee at the address of Employee on
file with the Company or a subsidiary, or to such other address as either may
designate to the other in writing. A notice shall be deemed to be duly given if
and when enclosed in a properly addressed sealed envelope deposited, postage
prepaid, with the United States Postal Service. In lieu of giving notice by mail
as aforesaid, written notice under this Agreement may be given by personal
delivery to Employee or the Chairman of the Plan Committee of the Board of
Directors of the Company (as the case may be).
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the date and year first above written.
ARC CAPITAL
By ______________________________________
Alan Steel, Chief Financial Officer
EMPLOYEE
______________________________________
(Signature)
Address:______________________________
______________________________________
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