<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
DATE OF REPORT: JULY 21, 1997
(Date of earliest event reported)
ELTRAX SYSTEMS, INC.
(Exact name of registrant as specified in its charter)
MINNESOTA COMMISSION FILE NO. 0-22190 41-1484525
(State of incorporation) (IRS Employer I.D. No.)
10901 RED CIRCLE DRIVE, SUITE 345
MINNETONKA, MN 55343
(Address of principal executive offices)
(612) 945-0833
(Registrant's telephone number, including area code)
<PAGE>
ITEM 5. OTHER EVENTS.
AMENDMENT OF 1995 STOCK INCENTIVE PLAN
On July 21, 1997, Eltrax Systems, Inc. made a technical amendment to its
1995 Stock Incentive Plan.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
Exhibit File
Number Description Herewith
- ------- ----------- ---------
10.1 First Amendment to the 1995 Stock Incentive X
Plan of Eltrax Systems, Inc.
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.
ELTRAX SYSTEMS, INC.,
a Minnesota corporation
Date: July 24, 1997 By: /s/ William P. O'Reilly
--------------------------------
William P. O'Reilly, Chairman of
the Board and Chief Executive
Officer
-2-
<PAGE>
EXHIBIT INDEX
Exhibit Filed
Number Description Herewith
- ------- ----------- --------
10.1 First Amendment to the 1995 Stock Incentive X
Plan of Eltrax Systems, Inc.
<PAGE>
FIRST AMENDMENT TO THE
1995 STOCK INCENTIVE PLAN OF ELTRAX SYSTEMS, INC.
This First Amendment (the "Amendment") to the 1995 Stock Incentive Plan
(the "Plan") of Eltrax Systems, Inc., a Minnesota Corporation (the "Company"),
is made and entered into as of the 21st day of July, 1997, by the Company.
RECITALS:
A. The Company originally intended for the Plan to cover any shares of
the Company's common stock issued pursuant to options granted under the
Company's 1992 Stock Incentive Plan (the "1992 Plan"), but the language of the
Plan is unclear as to whether the Plan covers such common stock.
B. The Company's Board of Directors approved the technical amendment set
forth herein to clarify that any shares of the Company's common stock issued
pursuant to options granted under the 1992 Plan are covered by the Plan.
C. Section 15 of the Plan provides that the Company may amend the Plan
without approval of the Company's shareholders if shareholder approval of such
amendment is not required pursuant to "Rule 16b-3 under the Exchange Act or any
successor rule, Section 422 of the Code or the rules of the National Association
of Securities Dealers".
D. The Company has determined shareholder approval of the amendment of
the Plan described herein is not required and desires to amend the Plan as set
forth below.
NOW, THEREFORE, the Plan is amended as follows:
1. The Plan is hereby amended by the addition of the following sentence
to Section 4.1 of the Plan:
All shares of Common Stock reserved for issuance under the 1992 Plan,
as of August 22, 1995, and any additional shares of Common Stock that
may be issued pursuant to options granted under the 1992 Plan are
covered by this Plan, are subject to the terms of this Plan, and will
be issued pursuant to this Plan.
2. Except as modified herein, the Plan remains unchanged, and, as
modified, continues in full force and effect.
IN WITNESS WHEREOF, the undersigned has executed this Amendment as of the
day and year first above written.
ELTRAX SYSTEMS, INC.,
a Minnesota corporation
By:
------------------------------------------
William P. O'Reilly, Chairman of the Board
and Chief Executive Officer
