Registration No. 333-______
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
___________________________
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
__________________
EDISON CONTROL CORPORATION
(Exact name of registrant as specified in its charter)
New Jersey 22-2716367
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
W60 N151 Cardinal Avenue
P. O. Box 326
Cedarburg, Wisconsin 53012
(Address of principal executive offices) (Zip Code)
Various Individual Employment and Stock Option Agreements
(Full title of the plan)
____________________
Jay R. Hanamann
Secretary, Treasurer and Chief Financial Officer
Edison Control Corporation
W60 N151 Cardinal Avenue
P. O. Box 326
Cedarburg, Wisconsin 53012
(414) 377-6565
(Name, address and telephone number, including area code,
of agent for service)
__________________________
CALCULATION OF REGISTRATION FEE
Proposed
Proposed Maximum
Title of Amount Maximum Aggregate Amount of
Securities to to be Offering Price Offering Registration
be Registered Registered Per Share Price Fee
Common Stock,
$.01 par value 217,611 $4.0625(1) $884,044.69 $260.80
(1) Estimated pursuant to Rule 457(c) under the Securities Act of
1933 solely for the purpose of calculating the registration fee
based on the average of the high and low prices for Edison
Control Corporation Common Stock on Nasdaq on December 3, 1997.
<PAGE>
Explanatory Note
This Registration Statement on Form S-8 relates to the following
number of shares of Common Stock of Edison Control Corporation issued or
issuable under the following compensatory plans and individual
compensation agreements of the Company:
Document Title Shares Registered
Hereby
Stock Option Plan dated June 21, 1996,
between the Company and Alan J. Kastelic . . 97,222
Stock Option Plan dated June 21, 1996,
between the Company and Jay R. Hanamann . . . 48,611
Nonqualified Stock Option Agreement dated June
21, 1996, between the Company and Robert Klemm 19,444
Nonqualified Stock Option Agreement dated June
21, 1996, between the Company and
Craig W. Winebrenner . . . . . . . . . . . . . . 1,458
Nonqualified Stock Option Agreement dated June
21, 1996, between the Company and
David Edwards . . . . . . . . . . . . . . . . . 876
Nonqualified Stock Option Agreement dated May
29, 1997, between the Company and
Robert Cooney . . . . . . . . . . . . . . . . 25,000
Nonqualified Stock Option Agreement dated
October 15, 1997, between the Company and
William Scott . . . . . . . . . . . . . . . . . 25,000
TOTAL . . . 217,611
=======
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The document or documents containing the information specified in
Part I are not required to be filed with the Securities and Exchange
Commission (the "Commission") as part of this Form S-8 Registration
Statement.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed with the Commission by Edison
Control Corporation (the "Company") are hereby incorporated herein by
reference:
The Company's Annual Report on Form 10-K for the fiscal year
ended January 31, 1997, which includes audited financial statements as of
and for the fiscal year ended January 31, 1997.
2. All other reports filed since January 31, 1997 by the
Company pursuant to Section 13(a) or 15(d) of the Securities Exchange Act
of 1934, as amended.
3. The description of the Company's Common Stock, par value
$.01 per share, contained in a registration statement filed under Section
12 of the Securities Exchange Act of 1934, as amended, including any
amendment or report filed for the purpose of updating such description.
All documents subsequently filed by the Company or the Plan
pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange
Act of 1934, as amended, after the date of filing of this Registration
Statement and prior to such time as the Company files a post-effective
amendment to this Registration Statement which indicates that all
securities offered hereby have been sold or which deregisters all
securities then remaining unsold shall be deemed to be incorporated by
reference in this Registration Statement and to be a part hereof from the
date of filing of such documents.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
None.
Item 6. Indemnification of Directors and Officers.
Pursuant to the New Jersey Business Corporation Act, the
Registrant has the power to indemnify certain persons, including its
officers and directors, under stated circumstances and subject to certain
limitations in connection with services performed in good faith for the
Registrant.
Under the Registrant's By-Laws, any person made or threatened to
be made a party to any civil or criminal action or proceeding by reason of
the fact that he or his testator or intestate is or was a director or
officer of the Registrant, or served any other corporation or entity of
any type or kind, domestic or foreign, in any capacity, at the request of
the Registrant, shall be indemnified against judgments, fines, amounts
paid in settlement and other liabilities and expenses, to the fullest
extent permitted by law.
The indemnification provided in the Business Corporation Act of
New Jersey is not exclusive of any other rights to which a director or
officer may be entitled, whether contained in the certificate of
incorporation or by-laws or, when authorized by the certificate of incor-
poration, or the by-laws, a stockholders' or directors' resolution or an
indemnification agreement, except that no indemnification may be made in
any case if a judgment or other final adjudication adverse to the director
or officer establishes that his acts were committed in bad faith material
to the cause of action so adjudicated, or that he personally gained in
fact a financial profit or other advantage to which he was not legally
entitled.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
The exhibits filed herewith or incorporated herein by reference
are set forth in the attached Exhibit Index.
Item 9. Undertakings.
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this Registration Statement:
(i) To include any prospectus required by Section 10(a)(3)
of the Securities Act of 1933, as amended;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the Registration Statement (or the
most recent post-effective amendment thereof) which, individually or in
the aggregate, represent a fundamental change in the information set
forth in the Registration Statement;
(iii) To include any material information with respect to
the plan of distribution not previously disclosed in the Registration
Statement or any material change to such information in the Registration
Statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply
if the information required to be included in a post-effective amendment
by those paragraphs is contained in periodic reports filed with or
furnished to the Securities and Exchange Commission by the Registrant
pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of
1934, as amended, that are incorporated by reference in the Registration
Statement.
(2) That, for the purpose of determining any liability under
the Securities Act of 1933, as amended, each such post-effective amendment
shall be deemed to be a new Registration Statement relating to the
securities offered herein, and the offering of such securities at that
time shall be deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at
the termination of the offering.
(b) The undersigned Registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act of 1933, as
amended, each filing of the Registrant's annual report pursuant to Section
13(a) or Section 15(d) of the Securities Exchange Act of 1934, as amended,
that is incorporated by reference in this Registration Statement shall be
deemed to be a new Registration Statement relating to the securities
offered herein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under
the Securities Act of 1933, as amended, may be permitted to directors,
officers and controlling persons of the Registrant pursuant to the
foregoing provisions, or otherwise, the Registrant has been advised that
in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of
expenses incurred or paid by a director, officer or controlling person of
the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will,
unless in the opinion of its counsel the matter has been settled by
controlling precedent, submit to a court of appropriate jurisdiction the
question whether such indemnification by it is against public policy as
expressed in the Act and will be governed by the final adjudication of
such issue.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-8 and has duly caused
this Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of New York, State of New York.
EDISON CONTROL CORPORATION
November 28, 1997 By: /s/ Mary E. McCormack
Mary E. McCormack
President and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below as of November 28, 1997, by
the following persons in the capacities indicated. Each person whose
signature appears below constitutes and appoints Jay R. Hanamann, his or
her attorney-in-fact and agent, with full power of substitution and
resubstitution for him or her and in his or her name, place and stead, in
any and all capacities, to sign any and all amendments (including post-
effective amendments) to the Registration Statement and to file the same,
with all exhibits thereto, and other documents in connection therewith,
with the Securities and Exchange Commission, granting unto said attorney-
in-fact and agent full power and authority to do and perform each and
every act and thing requisite and necessary to be done in connection
therewith, as fully to all intents and purposes as he or she might or
could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or any of them, or their or his or her
substitute or substitutes, may lawfully do or cause to be done by virtue
hereof.
/s/ Mary E. McCormack /s/ John J. Delucca
Mary E. McCormack John J. Delucca
President, Chief Executive Officer Director
and Director (principal executive
officer)
/s/ William B. Finneran /s/ Alan J. Kastelic
William B. Finneran Alan J. Kastelic
Chairman of the Board and Director Director
/s/ Jay R. Hanamann /s/ Jay J. Miller
Jay R. Hanamann Jay J. Miller
Secretary, Treasurer and Chief Director
Financial Officer (principal
financial and accounting officer)
/s/ William Scott
Robert J. Cooney William Scott
Director Director
<PAGE>
EXHIBIT INDEX
Exhibit No. Exhibit
4.1 Stock Option Plan dated June 21, 1996, between the Company
and Alan J. Kastelic. [Incorporated by reference to
Exhibit 10.7 to the Company's Annual Report on Form 10-K
for its fiscal year ended January 31, 1997, filed with the
Securities and Exchange Commission on April 29, 1997.]
4.2 Stock Option Plan dated June 21, 1996, between the Company
and Jay R. Hanamann. [Incorporated by reference to Exhibit
10.8 to the Company's Annual Report on Form 10-K for its
fiscal year ended January 31, 1997, filed with the
Securities and Exchange Commission on April 29, 1997.]
4.3 Nonqualified Stock Option Agreement dated June 21, 1996,
between the Company and Robert Klemm.
4.4 Nonqualified Stock Option Agreement dated June 21, 1996,
between the Company and Craig W. Winebrenner.
4.5 Nonqualified Stock Option Agreement dated June 21, 1996,
between the Company and David Edwards.
4.6 Nonqualified Stock Option Agreement dated May 29, 1997,
between the Company and Robert Cooney.
4.7 Nonqualified Stock Option Agreement dated October 15, 1997,
between the Company and William Scott.
5 Opinion of Foley & Lardner.
23.1 Consent of Ernst & Young LLP.
23.2 Consent of Deloitte & Touche LLP.
23.3 Consent of Foley & Lardner (contained in Exhibit 5 hereto).
Exhibit (4.3)
EDISON CONTROL CORPORATION
NONQUALIFIED STOCK OPTION AGREEMENT
EDISON CONTROL CORPORATION, a New Jersey corporation (the
"Company"), hereby grants to Robert Klemm ("Optionee"), in consideration
for services to be provided, an option to purchase a total of 19,444
shares (the "Shares") of Common Stock of the Company, at the price
determined as provided herein.
1. Nature of the Option. This Option is a non-qualified
option and is not intended to qualify for incentive stock option special
tax benefits to Optionee.
2. Exercise Price. The exercise price is $3.00 for each share
of Common Stock.
3. Exercise of Option. Subject to Section 6 hereof, this
Option shall be exercisable during its term as follows:
(i) Right to Exercise. The Options granted hereunder
shall vest and become exercisable on the first anniversary of
the date of this Agreement.
(ii) Method of Exercise. This Option shall be exercisable
from time to time by written notice which shall state the number
of Shares in respect of which this Option is being exercised,
and which shall contain or be accompanied by such other
representations and agreements as to the holder's investment
intent with respect to such Shares of Common Stock as may
reasonably be required by the Company. Such written notice
shall be signed by Optionee and shall be delivered in person or
by certified mail to the Secretary of the Company. The written
notice shall be accompanied by payment of the exercise price.
No Shares will be issued pursuant to the exercise of this
Option unless such issuance and such exercise shall comply with
all relevant provisions of law and the requirements of any stock
exchange upon which the Shares may then be listed.
(iii) Number of Shares Exercisable. Each exercise of
an Option hereunder shall reduce, pro tanto, the total number of
Shares that may thereafter be purchased under such Option.
4. Optionee's Representations. In the event the Shares
purchasable pursuant to the exercise of this Option have not been
registered under the Securities Act of 1933, as amended ("Securities
Act"), at the time this Option is exercised, Optionee shall, concurrently
with the exercise of all or any portion of this Option, deliver to the
Company his Investment Representation Statement in the form attached
hereto as Exhibit A.
5. Method of Payment. Payment of the exercise price shall be
by any of the following, or a combination thereof:
(i) cash or certified check; or
(ii) if authorized by the Board, surrender to the Company
of other shares of common stock of the Company having a fair
market value on the date of surrender equal to the aggregate
exercise price of the Shares as to which this Option is being
exercised. The fair market value of the shares so surrendered
shall be determined by the Board in its sole discretion;
provided, however, that where there is a public market for the
common stock, the value per Share shall be the mean of the bid
and asked prices of the common stock on the last business day
prior to the date of exercise, as reported on the date of
exercise in The Wall Street Journal (or, if not so reported, as
otherwise reported in the National Association of Securities
Dealers Automated Quotation (NASDAQ) System) or, in the event
the common stock is listed on a stock exchange, the value per
Share shall be the mean of the highest and lowest sales price of
the common stock on such exchange on the last business day prior
to the date of exercise, as reported in The Wall Street Journal.
6. Restrictions on Exercise. This Option may not be exercised
if the issuance of such Shares upon such exercise or the method of payment
of consideration for such shares would constitute a violation of any
applicable federal or state securities or other law or regulation. As a
condition to the exercise of this Option, the Company may require Optionee
to make any representation and warranty to the Company as may be required
by any applicable law or regulation.
7. Termination of Status as an Employee. If Optionee's
employment is terminated by the Company for Cause at any time, Options
granted hereunder (both unvested Options and vested but unexercised
Options) shall immediately terminate. If Optionee's employment is
terminated by the Company at any time for a reason other than for Cause,
Options granted herewith (both invested Options and vested, but
unexercised Options) shall be immediately exercisable for a period of
three (3) months from the date of termination of employment. If Optionee
voluntarily terminates his employment with the Company at any time,
unvested Options shall immediately terminate and vested Options shall be
immediately exercisable for a period of three (3) months from the date of
termination of employment.
For purposes of this Agreement, a termination shall be for Cause
only if the Board of Directors of the Company shall determine that any one
or more of the following has occurred:
(i) the commission by the Optionee of a felony, fraud,
embezzlement or an act of serious criminal moral turpitude; or
(ii) the Optionee shall have committed a material breach of
any one or more of the management policies and directives of the
Company and such breach shall have continued in effect for a
period of thirty (30) days after written notice to the Optionee
specifying such breach in reasonable detail.
8. Disability of Optionee. Notwithstanding the provision of
Section 7 above, if Optionee is unable to continue his employment with the
Company as a result of his permanent and total disability (as defined in
Section 22(e)(3) of the Code), he may, but only within three (3) months
from the date of termination of employment or consulting relationship,
exercise his Option to the extent he was entitled to exercise it at the
date of such termination. To the extent that he was not entitled to
exercise this Option at such date, or if he does not exercise it within
the time specified herein, this Option shall terminate.
9. Death of Optionee. Upon the death of Optionee, this Option
shall terminate and be of no further effect, except that if Optionee's
death occurs during the term of this Option and at the time of his death,
Optionee was an Employee of the Company and had been in continuous status
as an Employee since the date of grant of the Option, this Option may be
exercised, at any time within three (3) months following the date of
Optionee's death, by Optionee's estate or by a person who acquired the
right to exercise the Option by bequest or inheritance, but only as to the
number of Shares subject to this Option as to which the right to exercise
had accrued to the Optionee at the date of death.
10. Non-Transferability of Option. This Option may not be
sold, pledged, assigned, hypothecated, transferred or disposed of in any
manner other than by will or by the laws of descent or distribution and
may be exercised during the lifetime of Optionee only by him. The terms
of this Option shall be binding upon the executors, administrators, heirs
and successors of Optionee.
11. Term of Option. This Option may not be exercised more than
ten (10) years from the date of grant of this Option.
12. Registration. This Company shall register the shares on a
registration statement on Form S-8 within one year of the date hereof.
DATE OF GRANT: June 21, 1996
EDISON CONTROL CORPORATION
a New Jersey corporation
By: /s/ Mary E. McCormack
Name: Mary E. McCormack
Title: President
Agreed to this 21st day of June, 1996.
By: /s/ Robert Klemm
<PAGE>
EXHIBIT A
INVESTMENT REPRESENTATION STATEMENT
PURCHASER :
SELLER : EDISON CONTROL CORPORATION
COMPANY : EDISON CONTROL CORPORATION
SECURITY : COMMON STOCK
AMOUNT :
DATE :
In connection with the purchase of the above-listed Securities,
I, the Purchaser, represent to the Seller and to the Company, the
following:
(a) I am aware of the Company's business affairs and financial
condition, and have acquired all such information about the Company as I
deem necessary and appropriate to enable me to reach an informed and
knowledgeable decision to acquire the Securities. I am purchasing these
Securities for my own account for investment and not with a view to, or
for the resale in connection with, any "distribution" thereof for purposes
of the Securities Act of 1933, as amended ("Securities Act").
(b) I understand that the Securities have not been registered
under the Securities Act in reliance upon a specific exemption therefrom,
which exemption depends upon, among other things, the bona fide nature of
my investment intent as expressed herein.
(c) I further understand that the Securities may not be sold
publicly and must be held indefinitely unless they are subsequently
registered under the Securities Act or unless an exemption from
registration is available. I am able, without impairing my financial
condition, to hold the Securities for an indefinite period of time and to
suffer a complete loss on my investment. I understand that the Company is
under no obligation to register the Securities. In addition, I understand
that the certificate evidencing the Securities will be imprinted with a
legend which prohibits the transfer of the Securities unless they are
registered or such registration is not required in the opinion of counsel
for the Company.
(d) I am familiar with the provisions of Rule 144, promulgated
under the Securities Act, which, in substance, permits limited public
resale of "restricted securities" acquired, directly or indirectly, from
the issuer thereof (or from an affiliate of such issuer), in a non-public
offering subject to the satisfaction of certain conditions, including,
among other things: (1) the availability of certain public information
about the Company; (2) the resale occurring not less than two years after
the party has purchased, and made full payment for, within the meaning of
Rule 144, the securities to be sold; and, in the case of an affiliate, or
of a non-affiliate who has held the securities less than three years (3)
the sale being made through a broker in an unsolicited "broker's
transaction" or in transactions directly with a market maker (as said term
is defined under the Securities Exchange Act of 1934) and the amount of
securities being sold during any three month period not exceeding the
specified limitations stated therein, if applicable.
(e) I further understand that in the event all of the
applicable requirements of Rule 144 are not satisfied, registration under
the Securities Act, compliance with Regulation A, or some other
registration exemption will be required; and that, notwithstanding the
fact that Rule 144 is not exclusive, the Staff of the Securities and
Exchange Commission has expressed its opinion that persons proposing to
sell private placement securities other than in a registered offering and
otherwise than pursuant to Rule 144 will have a substantial burden of
proof in establishing that an exemption from registration is available for
such offers or sales, and that such person and their respective brokers
who participate in such transactions do so at their own risk.
Signature of Purchaser:
_________________________________
Date:______________________, 19__
Exhibit (4.4)
EDISON CONTROL CORPORATION
NONQUALIFIED STOCK OPTION AGREEMENT
EDISON CONTROL CORPORATION, a New Jersey corporation (the
"Company"), hereby grants to Craig W. Winebrenner ("Optionee"), in
consideration for services to be provided, an option to purchase a total
of 1,458 shares (the "Shares") of Common Stock of the Company, at the
price determined as provided herein.
1. Nature of the Option. This Option is a non-qualified
option and is not intended to qualify for incentive stock option special
tax benefits to Optionee.
2. Exercise Price. The exercise price is $3.00 for each share
of Common Stock.
3. Exercise of Option. Subject to Section 6 hereof, this
Option shall be exercisable during its term as follows:
(i) Right to Exercise. The Options granted hereunder
shall vest and become exercisable on the first anniversary of
the date of this Agreement.
(ii) Method of Exercise. This Option shall be exercisable
from time to time by written notice which shall state the number
of Shares in respect of which this Option is being exercised,
and which shall contain or be accompanied by such other
representations and agreements as to the holder's investment
intent with respect to such Shares of Common Stock as may
reasonably be required by the Company. Such written notice
shall be signed by Optionee and shall be delivered in person or
by certified mail to the Secretary of the Company. The written
notice shall be accompanied by payment of the exercise price.
No Shares will be issued pursuant to the exercise of this
Option unless such issuance and such exercise shall comply with
all relevant provisions of law and the requirements of any stock
exchange upon which the Shares may then be listed.
(iii) Number of Shares Exercisable. Each exercise of
an Option hereunder shall reduce, pro tanto, the total number of
Shares that may thereafter be purchased under such Option.
4. Optionee's Representations. In the event the Shares
purchasable pursuant to the exercise of this Option have not been
registered under the Securities Act of 1933, as amended ("Securities
Act"), at the time this Option is exercised, Optionee shall, concurrently
with the exercise of all or any portion of this Option, deliver to the
Company his Investment Representation Statement in the form attached
hereto as Exhibit A.
5. Method of Payment. Payment of the exercise price shall be
by any of the following, or a combination thereof:
(i) cash or certified check; or
(ii) if authorized by the Board, surrender to the Company
of other shares of common stock of the Company having a fair
market value on the date of surrender equal to the aggregate
exercise price of the Shares as to which this Option is being
exercised. The fair market value of the shares so surrendered
shall be determined by the Board in its sole discretion;
provided, however, that where there is a public market for the
common stock, the value per Share shall be the mean of the bid
and asked prices of the common stock on the last business day
prior to the date of exercise, as reported on the date of
exercise in The Wall Street Journal (or, if not so reported, as
otherwise reported in the National Association of Securities
Dealers Automated Quotation (NASDAQ) System) or, in the event
the common stock is listed on a stock exchange, the value per
Share shall be the mean of the highest and lowest sales price of
the common stock on such exchange on the last business day prior
to the date of exercise, as reported in The Wall Street Journal.
6. Restrictions on Exercise. This Option may not be exercised
if the issuance of such Shares upon such exercise or the method of payment
of consideration for such shares would constitute a violation of any
applicable federal or state securities or other law or regulation. As a
condition to the exercise of this Option, the Company may require Optionee
to make any representation and warranty to the Company as may be required
by any applicable law or regulation.
7. Termination of Status as an Employee. If Optionee's
employment is terminated by the Company for Cause at any time, Options
granted hereunder (both unvested Options and vested but unexercised
Options) shall immediately terminate. If Optionee's employment is
terminated by the Company at any time for a reason other than for Cause,
Options granted herewith (both invested Options and vested, but
unexercised Options) shall be immediately exercisable for a period of
three (3) months from the date of termination of employment. If Optionee
voluntarily terminates his employment with the Company at any time,
unvested Options shall immediately terminate and vested Options shall be
immediately exercisable for a period of three (3) months from the date of
termination of employment.
For purposes of this Agreement, a termination shall be for Cause
only if the Board of Directors of the Company shall determine that any one
or more of the following has occurred:
(i) the commission by the Optionee of a felony, fraud,
embezzlement or an act of serious criminal moral turpitude; or
(ii) the Optionee shall have committed a material breach of
any one or more of the management policies and directives of the
Company and such breach shall have continued in effect for a
period of thirty (30) days after written notice to the Optionee
specifying such breach in reasonable detail.
8. Disability of Optionee. Notwithstanding the provision of
Section 7 above, if Optionee is unable to continue his employment with the
Company as a result of his permanent and total disability (as defined in
Section 22(e)(3) of the Code), he may, but only within three (3) months
from the date of termination of employment or consulting relationship,
exercise his Option to the extent he was entitled to exercise it at the
date of such termination. To the extent that he was not entitled to
exercise this Option at such date, or if he does not exercise it within
the time specified herein, this Option shall terminate.
9. Death of Optionee. Upon the death of Optionee, this Option
shall terminate and be of no further effect, except that if Optionee's
death occurs during the term of this Option and at the time of his death,
Optionee was an Employee of the Company and had been in continuous status
as an Employee since the date of grant of the Option, this Option may be
exercised, at any time within three (3) months following the date of
Optionee's death, by Optionee's estate or by a person who acquired the
right to exercise the Option by bequest or inheritance, but only as to the
number of Shares subject to this Option as to which the right to exercise
had accrued to the Optionee at the date of death.
10. Non-Transferability of Option. This Option may not be
sold, pledged, assigned, hypothecated, transferred or disposed of in any
manner other than by will or by the laws of descent or distribution and
may be exercised during the lifetime of Optionee only by him. The terms
of this Option shall be binding upon the executors, administrators, heirs
and successors of Optionee.
11. Term of Option. This Option may not be exercised more than
ten (10) years from the date of grant of this Option.
12. Registration. This Company shall register the shares on a
registration statement on Form S-8 within one year of the date hereof.
DATE OF GRANT: June 21, 1996
EDISON CONTROL CORPORATION
a New Jersey corporation
By: /s/ Mary E. McCormack
Name: Mary E. McCormack
Title: President
Agreed to this 21st day of June, 1996.
By: /s/ Craig W. Winebrenner
<PAGE>
EXHIBIT A
INVESTMENT REPRESENTATION STATEMENT
PURCHASER :
SELLER : EDISON CONTROL CORPORATION
COMPANY : EDISON CONTROL CORPORATION
SECURITY : COMMON STOCK
AMOUNT :
DATE :
In connection with the purchase of the above-listed Securities,
I, the Purchaser, represent to the Seller and to the Company, the
following:
(a) I am aware of the Company's business affairs and financial
condition, and have acquired all such information about the Company as I
deem necessary and appropriate to enable me to reach an informed and
knowledgeable decision to acquire the Securities. I am purchasing these
Securities for my own account for investment and not with a view to, or
for the resale in connection with, any "distribution" thereof for purposes
of the Securities Act of 1933, as amended ("Securities Act").
(b) I understand that the Securities have not been registered
under the Securities Act in reliance upon a specific exemption therefrom,
which exemption depends upon, among other things, the bona fide nature of
my investment intent as expressed herein.
(c) I further understand that the Securities may not be sold
publicly and must be held indefinitely unless they are subsequently
registered under the Securities Act or unless an exemption from
registration is available. I am able, without impairing my financial
condition, to hold the Securities for an indefinite period of time and to
suffer a complete loss on my investment. I understand that the Company is
under no obligation to register the Securities. In addition, I understand
that the certificate evidencing the Securities will be imprinted with a
legend which prohibits the transfer of the Securities unless they are
registered or such registration is not required in the opinion of counsel
for the Company.
(d) I am familiar with the provisions of Rule 144, promulgated
under the Securities Act, which, in substance, permits limited public
resale of "restricted securities" acquired, directly or indirectly, from
the issuer thereof (or from an affiliate of such issuer), in a non-public
offering subject to the satisfaction of certain conditions, including,
among other things: (1) the availability of certain public information
about the Company; (2) the resale occurring not less than two years after
the party has purchased, and made full payment for, within the meaning of
Rule 144, the securities to be sold; and, in the case of an affiliate, or
of a non-affiliate who has held the securities less than three years (3)
the sale being made through a broker in an unsolicited "broker's
transaction" or in transactions directly with a market maker (as said term
is defined under the Securities Exchange Act of 1934) and the amount of
securities being sold during any three month period not exceeding the
specified limitations stated therein, if applicable.
(e) I further understand that in the event all of the
applicable requirements of Rule 144 are not satisfied, registration under
the Securities Act, compliance with Regulation A, or some other
registration exemption will be required; and that, notwithstanding the
fact that Rule 144 is not exclusive, the Staff of the Securities and
Exchange Commission has expressed its opinion that persons proposing to
sell private placement securities other than in a registered offering and
otherwise than pursuant to Rule 144 will have a substantial burden of
proof in establishing that an exemption from registration is available for
such offers or sales, and that such person and their respective brokers
who participate in such transactions do so at their own risk.
Signature of Purchaser:
_________________________________
Date:______________________, 19__
Exhibit (4.5)
EDISON CONTROL CORPORATION
NONQUALIFIED STOCK OPTION AGREEMENT
EDISON CONTROL CORPORATION, a New Jersey corporation (the
"Company"), hereby grants to David Edwards ("Optionee"), in consideration
for services to be provided, an option to purchase a total of 876 shares
(the "Shares") of Common Stock of the Company, at the price determined as
provided herein.
1. Nature of the Option. This Option is a non-qualified
option and is not intended to qualify for incentive stock option special
tax benefits to Optionee.
2. Exercise Price. The exercise price is $3.00 for each share
of Common Stock.
3. Exercise of Option. Subject to Section 6 hereof, this
Option shall be exercisable during its term as follows:
(i) Right to Exercise. The Options granted hereunder
shall vest and become exercisable on the first anniversary of
the date of this Agreement.
(ii) Method of Exercise. This Option shall be exercisable
from time to time by written notice which shall state the number
of Shares in respect of which this Option is being exercised,
and which shall contain or be accompanied by such other
representations and agreements as to the holder's investment
intent with respect to such Shares of Common Stock as may
reasonably be required by the Company. Such written notice
shall be signed by Optionee and shall be delivered in person or
by certified mail to the Secretary of the Company. The written
notice shall be accompanied by payment of the exercise price.
No Shares will be issued pursuant to the exercise of this
Option unless such issuance and such exercise shall comply with
all relevant provisions of law and the requirements of any stock
exchange upon which the Shares may then be listed.
(iii) Number of Shares Exercisable. Each exercise of
an Option hereunder shall reduce, pro tanto, the total number of
Shares that may thereafter be purchased under such Option.
4. Optionee's Representations. In the event the Shares
purchasable pursuant to the exercise of this Option have not been
registered under the Securities Act of 1933, as amended ("Securities
Act"), at the time this Option is exercised, Optionee shall, concurrently
with the exercise of all or any portion of this Option, deliver to the
Company his Investment Representation Statement in the form attached
hereto as Exhibit A.
5. Method of Payment. Payment of the exercise price shall be
by any of the following, or a combination thereof:
(i) cash or certified check; or
(ii) if authorized by the Board, surrender to the Company
of other shares of common stock of the Company having a fair
market value on the date of surrender equal to the aggregate
exercise price of the Shares as to which this Option is being
exercised. The fair market value of the shares so surrendered
shall be determined by the Board in its sole discretion;
provided, however, that where there is a public market for the
common stock, the value per Share shall be the mean of the bid
and asked prices of the common stock on the last business day
prior to the date of exercise, as reported on the date of
exercise in The Wall Street Journal (or, if not so reported, as
otherwise reported in the National Association of Securities
Dealers Automated Quotation (NASDAQ) System) or, in the event
the common stock is listed on a stock exchange, the value per
Share shall be the mean of the highest and lowest sales price of
the common stock on such exchange on the last business day prior
to the date of exercise, as reported in The Wall Street Journal.
6. Restrictions on Exercise. This Option may not be exercised
if the issuance of such Shares upon such exercise or the method of payment
of consideration for such shares would constitute a violation of any
applicable federal or state securities or other law or regulation. As a
condition to the exercise of this Option, the Company may require Optionee
to make any representation and warranty to the Company as may be required
by any applicable law or regulation.
7. Termination of Status as an Employee. If Optionee's
employment is terminated by the Company for Cause at any time, Options
granted hereunder (both unvested Options and vested but unexercised
Options) shall immediately terminate. If Optionee's employment is
terminated by the Company at any time for a reason other than for Cause,
Options granted herewith (both invested Options and vested, but
unexercised Options) shall be immediately exercisable for a period of
three (3) months from the date of termination of employment. If Optionee
voluntarily terminates his employment with the Company at any time,
unvested Options shall immediately terminate and vested Options shall be
immediately exercisable for a period of three (3) months from the date of
termination of employment.
For purposes of this Agreement, a termination shall be for Cause
only if the Board of Directors of the Company shall determine that any one
or more of the following has occurred:
(i) the commission by the Optionee of a felony, fraud,
embezzlement or an act of serious criminal moral turpitude; or
(ii) the Optionee shall have committed a material breach of
any one or more of the management policies and directives of the
Company and such breach shall have continued in effect for a
period of thirty (30) days after written notice to the Optionee
specifying such breach in reasonable detail.
8. Disability of Optionee. Notwithstanding the provision of
Section 7 above, if Optionee is unable to continue his employment with the
Company as a result of his permanent and total disability (as defined in
Section 22(e)(3) of the Code), he may, but only within three (3) months
from the date of termination of employment or consulting relationship,
exercise his Option to the extent he was entitled to exercise it at the
date of such termination. To the extent that he was not entitled to
exercise this Option at such date, or if he does not exercise it within
the time specified herein, this Option shall terminate.
9. Death of Optionee. Upon the death of Optionee, this Option
shall terminate and be of no further effect, except that if Optionee's
death occurs during the term of this Option and at the time of his death,
Optionee was an Employee of the Company and had been in continuous status
as an Employee since the date of grant of the Option, this Option may be
exercised, at any time within three (3) months following the date of
Optionee's death, by Optionee's estate or by a person who acquired the
right to exercise the Option by bequest or inheritance, but only as to the
number of Shares subject to this Option as to which the right to exercise
had accrued to the Optionee at the date of death.
10. Non-Transferability of Option. This Option may not be
sold, pledged, assigned, hypothecated, transferred or disposed of in any
manner other than by will or by the laws of descent or distribution and
may be exercised during the lifetime of Optionee only by him. The terms
of this Option shall be binding upon the executors, administrators, heirs
and successors of Optionee.
11. Term of Option. This Option may not be exercised more than
ten (10) years from the date of grant of this Option.
12. Registration. This Company shall register the shares on a
registration statement on Form S-8 within one year of the date hereof.
DATE OF GRANT: June 21, 1996
EDISON CONTROL CORPORATION
a New Jersey corporation
By: /s/ Mary E. McCormack
Name: Mary E. McCormack
Title: President
Agreed to this 21st day of June, 1996.
By: /s/ David Edwards
<PAGE>
EXHIBIT A
INVESTMENT REPRESENTATION STATEMENT
PURCHASER :
SELLER : EDISON CONTROL CORPORATION
COMPANY : EDISON CONTROL CORPORATION
SECURITY : COMMON STOCK
AMOUNT :
DATE :
In connection with the purchase of the above-listed Securities,
I, the Purchaser, represent to the Seller and to the Company, the
following:
(a) I am aware of the Company's business affairs and financial
condition, and have acquired all such information about the Company as I
deem necessary and appropriate to enable me to reach an informed and
knowledgeable decision to acquire the Securities. I am purchasing these
Securities for my own account for investment and not with a view to, or
for the resale in connection with, any "distribution" thereof for purposes
of the Securities Act of 1933, as amended ("Securities Act").
(b) I understand that the Securities have not been registered
under the Securities Act in reliance upon a specific exemption therefrom,
which exemption depends upon, among other things, the bona fide nature of
my investment intent as expressed herein.
(c) I further understand that the Securities may not be sold
publicly and must be held indefinitely unless they are subsequently
registered under the Securities Act or unless an exemption from
registration is available. I am able, without impairing my financial
condition, to hold the Securities for an indefinite period of time and to
suffer a complete loss on my investment. I understand that the Company is
under no obligation to register the Securities. In addition, I understand
that the certificate evidencing the Securities will be imprinted with a
legend which prohibits the transfer of the Securities unless they are
registered or such registration is not required in the opinion of counsel
for the Company.
(d) I am familiar with the provisions of Rule 144, promulgated
under the Securities Act, which, in substance, permits limited public
resale of "restricted securities" acquired, directly or indirectly, from
the issuer thereof (or from an affiliate of such issuer), in a non-public
offering subject to the satisfaction of certain conditions, including,
among other things: (1) the availability of certain public information
about the Company; (2) the resale occurring not less than two years after
the party has purchased, and made full payment for, within the meaning of
Rule 144, the securities to be sold; and, in the case of an affiliate, or
of a non-affiliate who has held the securities less than three years (3)
the sale being made through a broker in an unsolicited "broker's
transaction" or in transactions directly with a market maker (as said term
is defined under the Securities Exchange Act of 1934) and the amount of
securities being sold during any three month period not exceeding the
specified limitations stated therein, if applicable.
(e) I further understand that in the event all of the
applicable requirements of Rule 144 are not satisfied, registration under
the Securities Act, compliance with Regulation A, or some other
registration exemption will be required; and that, notwithstanding the
fact that Rule 144 is not exclusive, the Staff of the Securities and
Exchange Commission has expressed its opinion that persons proposing to
sell private placement securities other than in a registered offering and
otherwise than pursuant to Rule 144 will have a substantial burden of
proof in establishing that an exemption from registration is available for
such offers or sales, and that such person and their respective brokers
who participate in such transactions do so at their own risk.
Signature of Purchaser:
_________________________________
Date:______________________, 19__
(Exhibit 4.6)
EDISON CONTROL CORPORATION
NONQUALIFIED STOCK OPTION AGREEMENT
EDISON CONTROL CORPORATION, a New Jersey corporation (the
"Company"), hereby grants to Robert Cooney ("Optionee"), in consideration
for services to be provided as a director of the Company, an option to
purchase a total of 25,000 shares (the "Shares") of Common Stock of the
Company, at the price determined as provided herein.
1. Nature of the Option. This Option is a non-qualified
option and is not intended to qualify for incentive stock option special
tax benefits to Optionee.
2. Exercise Price. The exercise price is $3.50 for each share
of Common Stock.
3. Exercise of Option. Subject to Section 6 hereof, this
Option shall be exercisable during its term as follows:
(i) Right to Exercise. The Options granted hereunder
shall vest and become exercisable in fifty percent (50%)
increments on November 29, 1997 and May 29, 1998.
(ii) Method of Exercise. This Option shall be exercisable
from time to time by written notice which shall state the number
of Shares in respect of which this Option is being exercised,
and which shall contain or be accompanied by such other
representations and agreements as to the holder's investment
intent with respect to such Shares of Common Stock as may
reasonably be required by the Company. Such written notice
shall be signed by Optionee and shall be delivered in person or
by certified mail to the Secretary of the Company. The written
notice shall be accompanied by payment of the exercise price.
No Shares will be issued pursuant to the exercise of this
Option unless such issuance and such exercise shall comply with
all relevant provisions of law and the requirements of any stock
exchange upon which the Shares may then be listed.
(iii) Number of Shares Exercisable. Each exercise of
an Option hereunder shall reduce, pro tanto, the total number of
Shares that may thereafter be purchased under such Option.
4. Optionee's Representations. In the event the Shares
purchasable pursuant to the exercise of this Option have not been
registered under the Securities Act of 1933, as amended ("Securities
Act"), at the time this Option is exercised, Optionee shall, concurrently
with the exercise of all or any portion of this Option, deliver to the
Company his Investment Representation Statement in the form attached
hereto as Exhibit A.
5. Method of Payment. Payment of the exercise price shall be
by any of the following, or a combination thereof:
(i) cash or certified check; or
(ii) if authorized by the Board, surrender to the Company
of other shares of common stock of the Company having a fair
market value on the date of surrender equal to the aggregate
exercise price of the Shares as to which this Option is being
exercised. The fair market value of the shares so surrendered
shall be determined by the Board in its sole discretion;
provided, however, that where there is a public market for the
common stock, the value per Share shall be the mean of the bid
and asked prices of the common stock on the last business day
prior to the date of exercise, as reported on the date of
exercise in The Wall Street Journal (or, if not so reported, as
otherwise reported in the National Association of Securities
Dealers Automated Quotation (NASDAQ) System) or, in the event
the common stock is listed on a stock exchange, the value per
Share shall be the mean of the highest and lowest sales price of
the common stock on such exchange on the last business day prior
to the date of exercise, as reported in The Wall Street Journal.
6. Restrictions on Exercise. This Option may not be exercised
if the issuance of such Shares upon such exercise or the method of payment
of consideration for such shares would constitute a violation of any
applicable federal or state securities or other law or regulation. As a
condition to the exercise of this Option, the Company may require Optionee
to make any representation and warranty to the Company as may be required
by any applicable law or regulation.
7. Termination of Status as Director. Subject to Sections 8
and 9, if Optionee's service as a director of the Company terminates at
any time, unvested Options shall immediately terminate and vested Options
shall be immediately exercisable for a period of three (3) months from the
date of such termination.
8. Disability of Optionee. Notwithstanding the provision of
Section 7 above, if Optionee's service as a director of the Company
terminates as a result of his permanent and total disability (as defined
in Section 22(e)(3) of the Code), he may, but only within three (3) months
from the date of such termination, exercise his Option to the extent he
was entitled to exercise it at the date of such termination. To the
extent that he was not entitled to exercise this Option at such date, or
if he does not exercise it within the time specified herein, this Option
shall terminate.
9. Death of Optionee. Upon the death of Optionee, this Option
shall terminate and be of no further effect, except that if Optionee's
death occurs during the term of this Option and at the time of his death,
Optionee was a director of the Company and had been in continuous status
as a director since the date of grant of the Option, this Option may be
exercised, at any time within three (3) months following the date of
Optionee's death, by Optionee's estate or by a person who acquired the
right to exercise the Option by bequest or inheritance, but only as to the
number of Shares subject to this Option as to which the right to exercise
had accrued to the Optionee at the date of death.
10. Non-Transferability of Option. This Option may not be
sold, pledged, assigned, hypothecated, transferred or disposed of in any
manner other than by will or by the laws of descent or distribution and
may be exercised during the lifetime of Optionee only by him. The terms
of this Option shall be binding upon the executors, administrators, heirs
and successors of Optionee.
11. Term of Option. This Option may not be exercised more than
five (5) years from the date of grant of this Option.
12. Registration. This Company shall register the shares on a
registration statement on Form S-8 within one year of the date hereof.
DATE OF GRANT: May 29, 1997
EDISON CONTROL CORPORATION
a New Jersey corporation
By: /s/ Mary E. McCormack
Name: Mary E. McCormack
Title: President
Agreed to this 29th day of May, 1997.
By: /s/ Robert Cooney
Robert Cooney
<PAGE>
EXHIBIT A
INVESTMENT REPRESENTATION STATEMENT
PURCHASER :
SELLER : EDISON CONTROL CORPORATION
COMPANY : EDISON CONTROL CORPORATION
SECURITY : COMMON STOCK
AMOUNT :
DATE :
In connection with the purchase of the above-listed Securities,
I, the Purchaser, represent to the Seller and to the Company, the
following:
(a) I am aware of the Company's business affairs and financial
condition, and have acquired all such information about the Company as I
deem necessary and appropriate to enable me to reach an informed and
knowledgeable decision to acquire the Securities. I am purchasing these
Securities for my own account for investment and not with a view to, or
for the resale in connection with, any "distribution" thereof for purposes
of the Securities Act of 1933, as amended ("Securities Act").
(b) I understand that the Securities have not been registered
under the Securities Act in reliance upon a specific exemption therefrom,
which exemption depends upon, among other things, the bona fide nature of
my investment intent as expressed herein.
(c) I further understand that the Securities may not be sold
publicly and must be held indefinitely unless they are subsequently
registered under the Securities Act or unless an exemption from
registration is available. I am able, without impairing my financial
condition, to hold the Securities for an indefinite period of time and to
suffer a complete loss on my investment. I understand that the Company is
under no obligation to register the Securities. In addition, I understand
that the certificate evidencing the Securities will be imprinted with a
legend which prohibits the transfer of the Securities unless they are
registered or such registration is not required in the opinion of counsel
for the Company.
(d) I am familiar with the provisions of Rule 144, promulgated
under the Securities Act, which, in substance, permits limited public
resale of "restricted securities" acquired, directly or indirectly, from
the issuer thereof (or from an affiliate of such issuer), in a non-public
offering subject to the satisfaction of certain conditions, including,
among other things: (1) the availability of certain public information
about the Company; (2) the resale occurring not less than two years after
the party has purchased, and made full payment for, within the meaning of
Rule 144, the securities to be sold; and, in the case of an affiliate, or
of a non-affiliate who has held the securities less than three years (3)
the sale being made through a broker in an unsolicited "broker's
transaction" or in transactions directly with a market maker (as said term
is defined under the Securities Exchange Act of 1934) and the amount of
securities being sold during any three month period not exceeding the
specified limitations stated therein, if applicable.
(e) I further understand that in the event all of the
applicable requirements of Rule 144 are not satisfied, registration under
the Securities Act, compliance with Regulation A, or some other
registration exemption will be required; and that, notwithstanding the
fact that Rule 144 is not exclusive, the Staff of the Securities and
Exchange Commission has expressed its opinion that persons proposing to
sell private placement securities other than in a registered offering and
otherwise than pursuant to Rule 144 will have a substantial burden of
proof in establishing that an exemption from registration is available for
such offers or sales, and that such person and their respective brokers
who participate in such transactions do so at their own risk.
Signature of Purchaser:
_________________________________
Date:______________________, 19__
(Exhibit 4.7)
EDISON CONTROL CORPORATION
NONQUALIFIED STOCK OPTION AGREEMENT
EDISON CONTROL CORPORATION, a New Jersey corporation (the
"Company"), hereby grants to William Scott ("Optionee"), in consideration
for services to be provided as a director of the Company, an option to
purchase a total of 25,000 shares (the "Shares") of Common Stock of the
Company, at the price determined as provided herein.
1. Nature of the Option. This Option is a non-qualified
option and is not intended to qualify for incentive stock option special
tax benefits to Optionee.
2. Exercise Price. The exercise price is $3.50 for each share
of Common Stock.
3. Exercise of Option. Subject to Section 6 hereof, this
Option shall be exercisable during its term as follows:
(i) Right to Exercise. The Options granted hereunder
shall vest and become exercisable in fifty percent (50%)
increments on April 15, 1998 and October 15, 1998.
(ii) Method of Exercise. This Option shall be exercisable
from time to time by written notice which shall state the number
of Shares in respect of which this Option is being exercised,
and which shall contain or be accompanied by such other
representations and agreements as to the holder's investment
intent with respect to such Shares of Common Stock as may
reasonably be required by the Company. Such written notice
shall be signed by Optionee and shall be delivered in person or
by certified mail to the Secretary of the Company. The written
notice shall be accompanied by payment of the exercise price.
No Shares will be issued pursuant to the exercise of this
Option unless such issuance and such exercise shall comply with
all relevant provisions of law and the requirements of any stock
exchange upon which the Shares may then be listed.
(iii) Number of Shares Exercisable. Each exercise of
an Option hereunder shall reduce, pro tanto, the total number of
Shares that may thereafter be purchased under such Option.
4. Optionee's Representations. In the event the Shares
purchasable pursuant to the exercise of this Option have not been
registered under the Securities Act of 1933, as amended ("Securities
Act"), at the time this Option is exercised, Optionee shall, concurrently
with the exercise of all or any portion of this Option, deliver to the
Company his Investment Representation Statement in the form attached
hereto as Exhibit A.
5. Method of Payment. Payment of the exercise price shall be
by any of the following, or a combination thereof:
(i) cash or certified check; or
(ii) if authorized by the Board, surrender to the Company
of other shares of common stock of the Company having a fair
market value on the date of surrender equal to the aggregate
exercise price of the Shares as to which this Option is being
exercised. The fair market value of the shares so surrendered
shall be determined by the Board in its sole discretion;
provided, however, that where there is a public market for the
common stock, the value per Share shall be the mean of the bid
and asked prices of the common stock on the last business day
prior to the date of exercise, as reported on the date of
exercise in The Wall Street Journal (or, if not so reported, as
otherwise reported in the National Association of Securities
Dealers Automated Quotation (NASDAQ) System) or, in the event
the common stock is listed on a stock exchange, the value per
Share shall be the mean of the highest and lowest sales price of
the common stock on such exchange on the last business day prior
to the date of exercise, as reported in The Wall Street Journal.
6. Restrictions on Exercise. This Option may not be exercised
if the issuance of such Shares upon such exercise or the method of payment
of consideration for such shares would constitute a violation of any
applicable federal or state securities or other law or regulation. As a
condition to the exercise of this Option, the Company may require Optionee
to make any representation and warranty to the Company as may be required
by any applicable law or regulation.
7. Termination of Status as Director. Subject to Sections 8
and 9, if Optionee's service as a director of the Company terminates at
any time, unvested Options shall immediately terminate and vested Options
shall be immediately exercisable for a period of three (3) months from the
date of such termination.
8. Disability of Optionee. Notwithstanding the provision of
Section 7 above, if Optionee's service as a director of the Company
terminates as a result of his permanent and total disability (as defined
in Section 22(e)(3) of the Code), he may, but only within three (3) months
from the date of such termination, exercise his Option to the extent he
was entitled to exercise it at the date of such termination. To the
extent that he was not entitled to exercise this Option at such date, or
if he does not exercise it within the time specified herein, this Option
shall terminate.
9. Death of Optionee. Upon the death of Optionee, this Option
shall terminate and be of no further effect, except that if Optionee's
death occurs during the term of this Option and at the time of his death,
Optionee was a director of the Company and had been in continuous status
as a director since the date of grant of the Option, this Option may be
exercised, at any time within three (3) months following the date of
Optionee's death, by Optionee's estate or by a person who acquired the
right to exercise the Option by bequest or inheritance, but only as to the
number of Shares subject to this Option as to which the right to exercise
had accrued to the Optionee at the date of death.
10. Non-Transferability of Option. This Option may not be
sold, pledged, assigned, hypothecated, transferred or disposed of in any
manner other than by will or by the laws of descent or distribution and
may be exercised during the lifetime of Optionee only by him. The terms
of this Option shall be binding upon the executors, administrators, heirs
and successors of Optionee.
11. Term of Option. This Option may not be exercised more than
five (5) years from the date of grant of this Option.
12. Registration. This Company shall register the shares on a
registration statement on Form S-8 within one year of the date hereof.
DATE OF GRANT: October 15, 1997
EDISON CONTROL CORPORATION
a New Jersey corporation
By: /s/ Mary E. McCormack
Name: Mary E. McCormack
Title: President
Agreed to this 15th day of October, 1997.
By: /s/ William Scott
William Scott
<PAGE>
EXHIBIT A
INVESTMENT REPRESENTATION STATEMENT
PURCHASER :
SELLER : EDISON CONTROL CORPORATION
COMPANY : EDISON CONTROL CORPORATION
SECURITY : COMMON STOCK
AMOUNT :
DATE :
In connection with the purchase of the above-listed Securities,
I, the Purchaser, represent to the Seller and to the Company, the
following:
(a) I am aware of the Company's business affairs and financial
condition, and have acquired all such information about the Company as I
deem necessary and appropriate to enable me to reach an informed and
knowledgeable decision to acquire the Securities. I am purchasing these
Securities for my own account for investment and not with a view to, or
for the resale in connection with, any "distribution" thereof for purposes
of the Securities Act of 1933, as amended ("Securities Act").
(b) I understand that the Securities have not been registered
under the Securities Act in reliance upon a specific exemption therefrom,
which exemption depends upon, among other things, the bona fide nature of
my investment intent as expressed herein.
(c) I further understand that the Securities may not be sold
publicly and must be held indefinitely unless they are subsequently
registered under the Securities Act or unless an exemption from
registration is available. I am able, without impairing my financial
condition, to hold the Securities for an indefinite period of time and to
suffer a complete loss on my investment. I understand that the Company is
under no obligation to register the Securities. In addition, I understand
that the certificate evidencing the Securities will be imprinted with a
legend which prohibits the transfer of the Securities unless they are
registered or such registration is not required in the opinion of counsel
for the Company.
(d) I am familiar with the provisions of Rule 144, promulgated
under the Securities Act, which, in substance, permits limited public
resale of "restricted securities" acquired, directly or indirectly, from
the issuer thereof (or from an affiliate of such issuer), in a non-public
offering subject to the satisfaction of certain conditions, including,
among other things: (1) the availability of certain public information
about the Company; (2) the resale occurring not less than two years after
the party has purchased, and made full payment for, within the meaning of
Rule 144, the securities to be sold; and, in the case of an affiliate, or
of a non-affiliate who has held the securities less than three years (3)
the sale being made through a broker in an unsolicited "broker's
transaction" or in transactions directly with a market maker (as said term
is defined under the Securities Exchange Act of 1934) and the amount of
securities being sold during any three month period not exceeding the
specified limitations stated therein, if applicable.
(e) I further understand that in the event all of the
applicable requirements of Rule 144 are not satisfied, registration under
the Securities Act, compliance with Regulation A, or some other
registration exemption will be required; and that, notwithstanding the
fact that Rule 144 is not exclusive, the Staff of the Securities and
Exchange Commission has expressed its opinion that persons proposing to
sell private placement securities other than in a registered offering and
otherwise than pursuant to Rule 144 will have a substantial burden of
proof in establishing that an exemption from registration is available for
such offers or sales, and that such person and their respective brokers
who participate in such transactions do so at their own risk.
Signature of Purchaser:
_________________________________
Date:______________________, 19__
(Exhibit 5)
FOLEY & LARDNER
A T T O R N E Y S A T L A W
FIRSTAR CENTER
777 EAST WISCONSIN AVENUE
MILWAUKEE, WISCONSIN 53202-5367
A MEMBER OF GLOBALEX
WITH MEMBER OFFICES IN
MADISON BERLIN
CHICAGO TELEPHONE (414) 271-2400 BRUSSELS
WASHINGTON, D.C. DRESDEN
JACKSONVILLE TELEX 26-819 FRANKFURT
ORLANDO LONDON
TALLAHASSEE (FOLEY LARD MIL) PARIS
TAMPA SINGAPORE
WEST PALM BEACH FACSIMILE (414) 297-4900 STUTTGART
TAIPEI
WRITER'S DIRECT LINE
December 3, 1997
Edison Control Corporation
W60 N151 Cardinal Avenue
P. O. Box 326
Cedarburg, Wisconsin 53012-0326
Gentlemen:
We have acted as counsel for Edison Control Corporation, a New
Jersey corporation (the "Company"), in conjunction with the preparation of
a Form S-8 Registration Statement (the "Registration Statement") to be
filed by the Company with the Securities and Exchange Commission under the
Securities Act of 1933, as amended (the "Securities Act"), relating to
271,611 shares of the Company's common stock, $0.01 par value (the "Common
Stock"), which may be issued pursuant to various individual stock option
and employment agreements (collectively, "Option Documents").
We have examined: (i) the Option Documents; (ii) the
Registration Statement; (iii) the Company's Certificate of Incorporation
and By-laws; (iv) resolutions of the Company's Board of Directors relating
to the Option Documents; and (v) such other documents and records as we
have deemed necessary to enable us to render this opinion.
Based on the foregoing, we are of the opinion that:
1. The Company is a corporation validly existing under the
laws of the State of New Jersey.
2. The Common Stock, when issued and paid for in the manner
set forth in the Option Documents, will be validly issued, fully paid and
nonassessable and no personal liability will attach to the ownership
thereof.
Our opinions expressed herein are limited to the laws of the
State of Wisconsin and the laws of the United States of America and in
rendering such opinions we have assumed with your permission, and without
any independent investigation, that the substantive laws of any other
jurisdiction that might be applicable are identical in all relevant
respects to the substantive laws of the State of Wisconsin.
We consent to the use of this opinion as an Exhibit to the
Registration Statement. In giving our consent, we do not admit that we
are "experts" within the meaning of Section 11 of the Securities Act or
within the category of persons whose consent is required by Section 7 of
the Securities Act.
Very truly yours,
/s/FOLEY & LARDNER
FOLEY & LARDNER
(Exhibit 23.1)
Consent of Independent Auditors
We consent to the incorporation by reference in the Registration Statement
(Form S-8) pertaining to the registration of 217,611 shares of common
stock of Edison Control Corporation of our report dated February 14, 1996,
with respect to the 1995 and 1994 financial statements of Edison Control
Corporation included in the Annual Report (Form 10-K) for the year ended
January 31, 1997 filed with the Securities and Exchange Commission.
ERNST & YOUNG LLP
MetroPark, New Jersey
December 4, 1997
(Exhibit 23.2)
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration
Statement of Edison Control Corporation Various Individual Employment and
Stock Option Agreements on Form S-8 of our report dated April 7, 1997,
incorporated by reference in the Annual Report on Form 10-K of Edison
Control Corporation for the year ended January 31, 1997 and the one-month
transition period ended January 31, 1996.
DELOITTE & TOUCHE LLP
Milwaukee, Wisconsin
December 3, 1997
