As filed with the Securities and Exchange Commission on August , 1997
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
Under
The Securities Act of 1933
LOGIC DEVICES INCORPORATED
(Exact name of Company as specified in its charter)
CALIFORNIA 94-2893789
(State or other jurisdiction of incor- (I.R.S. Employer
poration or organization) Identification No.)
1320 ORLEANS DRIVE
SUNNYVALE, CALIFORNIA 94089
(Address of principal executive offices)
LOGIC DEVICES INCORPORATED
1996 STOCK INCENTIVE PLAN
(Full title of the plan)
William J. Volz, President
Logic Devices Incorporated
1320 Orleans Drive
Sunnyvale, California 94089
(Name and address of agent for service)
(408) 542-5400
(Telephone number, including area code, of agent for service)
WITH COPIES TO:
DAVID R. SELMER, ESQ.
BARACK FERRAZZANO KIRSCHBAUM PERLMAN & NAGELBERG
333 WEST WACKER DRIVE, SUITE 2700
CHICAGO, ILLINOIS 60606
(312) 984-3100
CALCULATION OF REGISTRATION FEE
Proposed Proposed
Title of Maximum Maximum
Securities Offering Aggregate Amount of
to be Amount to be Price Offering Registration
Registered Register(1) per Share(2) Price(1)(2) Fee(2)
Common Stock,
no par value 600,000 $ 2 1/16 $ 2 1/16 $ 375.00
(1) Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the
"Securities Act"), this Registration Statement also registers such
indeterminate number of additional shares as may be issuable under the
Logic Devices Incorporated 1996 Stock Incentive Plan (the "Plan") in
connection with share splits, share dividends or similar transactions.
(2) Estimated pursuant to Rule 457(h) under the Securities Act, solely for the
purpose of calculating the registration fee, based on the average of the
bid and asked prices for the Company's common stock as reported within
five business days prior to the date of this filing.
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PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
The document(s) containing the information specified in Part I of
Form S-8 will be sent or given to participants in the Logic Devices
Incorporated 1996 Stock Incentive Plan (the "Plan") as specified by
Rule 428(b)(1) promulgated by the Securities and Exchange Commission
(the "Commission") under the Securities Act of 1933, as amended (the
"Securities Act").
Such document(s) are not being filed with the Commission, but
constitute (along with the documents incorporated by reference into the
Registration Statement pursuant to Item 3 of Part II hereof) a
prospectus that meets the requirements of Section 10(a) of the Act.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.
The following documents previously or concurrently filed by
Logic Devices Incorporated (the "Company") with the Commission are
hereby incorporated by reference into this Registration Statement:
(a) The Company's Annual Report on Form 10-K (the
"Annual Report") filed by the Company (SEC File
No. 0-17187) under the Securities Exchange Act of
1934, as amended (the "Exchange Act"), with the
Commission on April 15, 1997.
(b) The Company's Amendment to the Annual Report on
Form 10-K/A (the "Amendment to the Annual
Report") filed by the Company (SEC File No. 0-
17187) under the Exchange Act, with the
Commission on April 29, 1997.
(c) All other reports filed pursuant to Section 13(a)
or 15(d) of the Exchange Act since the end of the
fiscal year covered by the Annual Report referred
to in (a) above.
All documents subsequently filed by the Company with the
Commission pursuant to Section 13(a), 13(c), 14, or 15(d) of the
Exchange Act, prior to the filing of a post-effective amendment which
indicates that all securities offered hereby have been sold or which
deregisters all securities then remaining unsold, shall be deemed
incorporated by reference into this Registration Statement and to be a
part thereof from the date of the filing of such documents. Any
statement contained in the documents incorporated, or deemed to be
incorporated, by reference herein or therein shall be deemed to be
modified or superseded for purposes of this Registration Statement and
the prospectus which is a part hereof (the "Prospectus") to the extent
that a statement contained herein or therein or in any other
subsequently filed document which also is, or is deemed to be,
incorporated by reference herein or therein modifies or supersedes such
statement. Any such statement so modified or superseded shall not be
deemed, except as so modified or superseded, to constitute a part of
this Registration Statement and the Prospectus.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Company's Restated Articles of Incorporation and Bylaws
require the Company to indemnify officers and directors of the Company
to the full extent permitted by Section 317 of the California General
Corporation Law, as amended. Section 317 of the California General
Corporation Law, as amended, makes provisions for the indemnification
of officers, directors and other corporate agents in terms sufficiently
broad to indemnify such persons, under certain circumstances, for
liabilities (including reimbursement of expenses incurred) arising
under the Securities Act.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not Applicable.
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ITEM 8. EXHIBITS.
See the Exhibit Index following the signature page in this
Registration Statement, which Exhibit Index is incorporated herein by
reference.
ITEM 9. UNDERTAKINGS.
(a) The undersigned Company hereby undertakes:
(1) To file, during any period in which offers or sales
are being made, a post-effective amendment to the Registration
Statement to: (i) include any prospectus required by Section 10(a)(3)
of the Securities Act; (ii) reflect in the prospectus any facts or
events arising after the effective date of the Registration Statement
which, individually or in the aggregate, represent a fundamental change
in the information set forth in the Registration Statement; and (iii)
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 provisions (i) and (ii) of this undertaking are
inapplicable if the information to be filed thereunder is contained in
periodic reports filed by the Company pursuant to Sections 13 or 15(d)
of the Exchange Act and incorporated by reference into the Registration
Statement.
(2) That, for the purpose of determining any liability
under the Securities Act, each such post-effective amendment shall be
deemed to be a new registration statement relating to the securities
offered therein, 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 Company hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Company's annual report pursuant to Section 13(a) or Section 15(d) of
the Exchange Act that is incorporated by reference in the Registration
Statement shall be deemed to be a new registration statement relating
to the securities offered therein, 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 may be permitted to directors, officers and controlling
persons of the Company pursuant to the foregoing provision, or
otherwise, the Company has been advised that in the opinion of the
Commission such indemnification is against public policy as expressed
in the Securities 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 Company of expenses
incurred or paid by a director, officer or controlling person 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
Securities Act and will be governed by the final adjudication of such
issue.
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SIGNATURES
THE COMPANY. Pursuant to the requirements of the Securities Act, 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 City of Sunnyvale, State
of California, on July 31, 1997.
LOGIC DEVICES INCORPORATED
By: /S/ WILLIAM J. VOLZ
William J. Volz
President
By: /S/ TODD J. ASHFORD
Todd J. Ashford
Chief Financial Officer
and Secretary
POWER OF ATTORNEY
Know all men by these presents, that each person whose signature
appears below constitutes and appoints William J. Volz and Todd J.
Ashford, and each of them, his true and lawful attorney-in-fact and
agent, each with full power of substitution and re-substitution, for
them and in their name, place and stead, in any and all capacities to
sign any or all amendments (including post-effective amendments) to
this 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 and about the premises,
as fully to all intents and purposes as they might or could do in
person, hereby ratifying and confirming all that said attorney-in-fact
and agent, or any of them, or his substitute or substitutes, may
lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act, this
Registration Statement has been signed by each of the following persons
in the capacities indicated on the dates indicated below on July 31,
1997.
SIGNATURE TITLE
/S/ WILLIAM J. VOLZ President and Director (Principal Executive
William J. Volz Officer)
/S/ TODD J. ASHFORD Chief Financial Officer and Secretary
(Principal Financial and Accounting
Todd J. Ashford Officer)
/S/ HOWARD L. FARKAS Chairman of the Board
Howard L. Farkas
/S/ BURTON W. KANTER Director
Burton w. Kanter
/S/ ALBERT MORRISON, JR. Director
Albert Morrison, Jr.
/S/ BRUCE B. LUSIGNAN Director
Bruce B. Lusignan
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LOGIC DEVICES INCORPORATED
EXHIBIT INDEX
TO
FORM S-8 REGISTRATION STATEMENT
Exhibit Incorporated Filed Page
No. Description Herein by Reference To Herewith No.
4.1 Company's Common (incorporated by reference to
Stock Exhibit 3.1 of a Registration
Statement on Form S-18 as filed
with SEC on August 23, 1988,
SEC File No. 33-23763-LA)
5.1 Opinion of Barack
Ferrazzano Kirschbaum X II-5
Perlman & Nagelberg
23.1 Consent of Meredith,
Cardozo and Lanz LLP X II-6
24.1 Power of Attorney Included on
Signature
Page to the
Registration
Statement
99.1 Logic Devices
Incorporated
1996 Stock Incentive Plan X II-7
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EXHIBIT 5.1
July 17, 1997
Logic Devices Incorporated
1320 Orleans Drive
Sunnyvale, California 94089
Ladies and Gentlemen:
We have acted as counsel to Logic Devices Incorporated
(the "Corporation") in connection with the preparation of a
Registration Statement on Form S-8 (the "Registration
Statement") to be filed on or about July 31, 1997 with the
Securities and Exchange Commission under the Securities Act
of 1933, as amended (the "Securities Act"), with respect to
600,000 shares (the "Securities") of common stock, no par
value, of the Corporation which may be issued after the
effectiveness of the Registration Statement from time to
time pursuant to the Logic Devices Incorporated 1996 Stock
Incentive Plan (the "Plan").
We have examined the Plan and the originals or
photostatic or certified copies of such records of the
Corporation, certificates of officers of the Corporation
and of public officials and such other documents as we have
deemed relevant and necessary as the basis for the opinion
set forth below. In such examination, we have assumed the
genuineness of all signatures, the authenticity of all
documents submitted to us as originals, the conformity to
original documents of all documents submitted to us as
photostatic or certified copies and the authenticity of the
originals of such copies. We have also made inquiries of
officers and employees of the Corporation and of such
others as deemed necessary for purposes of this opinion.
Based upon our examination and inquiries referred to
above and subject to the assumptions stated, we are of the
opinion that when options to purchase the Securities have
been duly authorized by the administrators of the Plan and
the board of directors of the Corporation, and duly
executed, authenticated, issued and delivered by the
Corporation, when the Registration Statement, as it may be
amended, has become effective under the Securities Act,
when there has been compliance with applicable securities
or blue sky laws of various jurisdictions, and when the
Securities authorized have been duly executed,
authenticated, issued and delivered against payment
therefor in accordance with the terms of the Plan, with the
terms of the particular options being exercised, and with
the administrative procedures duly required by the
administrators of the Plan, then subject to the final terms
of the Securities being in compliance with then applicable
law, the Securities will be legally issued, fully paid and
non-assessable.
While we have reviewed the California General
Corporation Law, we call your attention to the fact that
our firm only requires lawyers to be qualified to practice
law in the State of Illinois and, in rendering the
foregoing opinion, we assume such statute will be construed
and interpreted in a fashion comparable to that of the
Illinois Business Corporation Act.
We consent to the filing of this opinion as Exhibit 5.1
to the Registration Statement.
Very truly yours,
BARACK FERRAZZANO KIRSCHBAUM
PERLMAN & NAGELBERG
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Exhibit 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the inclusion in this Registration
Statement on Form S-8, of our report dated April 2, 1997,
on our audit of the consolidated balance sheets of Logic
Devices Incorporated as of December 31, 1996 and 1995 and
the related consolidated statements of income and cash flows
and related schedules for each of the years on the three-year
period ended December 31, 1996, which appears in the December
31, 1996 annual report on Form 10-K of Logic Devices Incorporated.
Meredith, Cardozo & Lanz
LLP
San Jose, California
July 31, 1997
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LOGIC DEVICES INCORPORATED
1996 STOCK INCENTIVE PLAN
1. PURPOSE OF THE PLAN
The LOGIC DEVICES INCORPORATED 1996 STOCK INCENTIVE
PLAN (hereinafter referred to as the "Plan") is intended to
provide a means whereby key individuals providing services
to Logic Devices Incorporated (hereinafter referred to as
the "Company") and its related corporations may sustain a
sense of proprietorship and personal involvement in the
continued development and financial success of the Company,
and to encourage them to remain with and devote their best
efforts to the business of the Company, thereby advancing
the interests of the Company and its shareholders.
Accordingly, directors, officers, employees and advisors
will be eligible to acquire common stock of the Company
(hereinafter referred to as "Shares") or otherwise
participate in the financial success of the Company, on the
terms and conditions established herein. For purposes of
the Plan, a corporation shall be deemed a related
corporation to the Company if such corporation would be a
parent or subsidiary corporation with respect to the
Company as defined in Section 424(e) or (f), respectively,
of the Internal Revenue Code of 1986, as amended
(hereinafter referred to as the "Code").
2. ADMINISTRATION OF THE PLAN
The Plan shall be administered by the Logic Devices
Incorporated 1996 Stock Incentive Plan Administrative
Committee (hereinafter referred to as the "Committee")
which shall be comprised solely of two (2) or more non-
employee directors appointed by the Board of Directors of
the Company (hereinafter referred to as the "Board"). A
non-employee director is any member of the Board who: (i)
is not currently an officer of the Company or a related
corporation; (ii) does not receive compensation for
services rendered to the Company or a related corporation
in any capacity other than as a director; (iii) does not
possess an interest in any transaction with the Company for
which disclosure would be required under the securities
laws; or (iv) is not engaged in a business relationship
with the Company for which disclosure would be required
under the securities laws. The Committee shall have sole
authority to select the individuals from among those
eligible to whom awards shall be made under the Plan, to
establish the amount of such award for each such individual
and the time when certificates for Shares shall be issued,
and to prescribe the legend to be affixed to the
certificate. The Committee is authorized, subject to Board
approval, to interpret the Plan and may from time to time
adopt such rules, regulations, forms and agreements, not
inconsistent with the provisions of the Plan, as it may
deem advisable to carry out the Plan. All decisions made
by the Committee in administering the Plan shall be subject
to Board review.
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3. SHARES SUBJECT TO THE PLAN
The aggregate number of Shares that may be awarded to
individuals under the Plan shall be 600,000 Shares. Any
Shares that remain unissued at the termination of the Plan
shall cease to be subject to the Plan, but until
termination of the Plan, the Company shall at all times
make available sufficient Shares to meet the requirements
of the Plan.
4. STOCK OPTIONS
a. Type of Options. The Company may issue options
that constitute Incentive Stock Options ("Incentive
Options") under Section 422 of the Code and options that do
not constitute Incentive Options ("Nonqualified Options")
to individuals under the Plan. The grant of each option
shall be confirmed by a stock option agreement that shall
be executed by the Company and the optionee as soon as
practicable after such grant. The stock option agreement
shall expressly state or incorporate by reference the
provisions of the Plan and state whether the option is an
Incentive Option or Nonqualified Option.
b. TERMS OF OPTIONS. Except as provided in
subparagraphs (c) and (d) below, each option granted under
the Plan shall be subject to the terms and conditions set
forth by the Committee in the stock option agreement
including, but not limited to, option price, vesting and
option term.
c. ADDITIONAL TERMS APPLICABLE TO ALL OPTIONS. Each
option shall be subject to the following terms and
conditions:
(i) WRITTEN NOTICE. An option may be exercised
only by giving written notice to the Company
specifying the number of Shares to be
purchased.
(ii) METHOD OF EXERCISE. The aggregate option
price may, subject to the terms and
conditions set forth by the Committee in the
stock option agreement, be paid in any one or
a combination of cash, personal check,
personal note, Shares already owned or Plan
awards which the optionee has an immediate
right to exercise.
(iii) DEATH OF OPTIONEE. If an optionee
terminates employment due to death prior to
exercise in full of any options, his or her
successor shall have the right to exercise
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the options within a period of two (2) years
after the date of such termination to the
extent that the right was exercisable at the
date of such termination, or subject to such
other terms as may be determined by the
Committee.
(iv) TRANSFERABILITY. No option may be sold,
transferred, assigned or encumbered by an
optionee, except: (i) by will or the laws of
descent and distribution; (ii) pursuant to a
certified domestic relations order; (iii) to
any trust maintained solely for the benefit
of an optionee; (iv) to the legal guardian of
an optionee, in the event of the mental
incapacity of such optionee; or (v) to an
optionee's "Family Group" (as hereinafter
defined). For purposes of this subparagraph,
the term "Family Group" shall mean, with
respect to any optionee who is an individual:
(a) the spouse, parents, siblings or
descendants of such optionee, in each such
case, if applicable, whether natural or by
adoption; (b) the parents, siblings, spouses
or descendants of any of the parties listed
in clause (a) hereof, in each such case, if
applicable, whether natural or adopted; (c)
any trust established for the benefit of any
of the persons identified in clauses (a) or
(b) hereof; (d) any corporation or
partnership, the principal equity owners of
which are, directly or indirectly, either (x)
persons or entities identified in clauses
(a), (b) or (c) hereof, or (y) other
corporations or partnerships satisfying the
requirements of clauses (a), (b), (c) hereof
or this clause (d).
d. ADDITIONAL TERMS APPLICABLE TO INCENTIVE OPTIONS.
Each Incentive Option shall be subject to the following
terms and conditions:
(i) OPTION PRICE. The option price per Share
shall be not less than one hundred percent
(100%) of the fair market value of such Share
on the date the option is granted.
Notwithstanding the preceding sentence, the
option price per Share granted to an
individual who, at the time such option is
granted, owns stock possessing more than ten
percent (10%) of the total combined voting
power of all classes of stock of the Company
or related corporation (hereinafter referred
to as a "10% Stockholder") shall not be less
than one hundred and ten percent (110%) of
the fair market value.
(ii) TERM OF OPTION. No option may be exercised
more than ten (10) years after the date of
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grant. Notwithstanding the preceding
sentence, no option granted to a 10%
Stockholder may be exercised more than five
(5) years after the date of grant. No option
may be exercised more than three (3) months
after the optionee terminates employment with
the Company or related corporation; except
that, if the optionee terminates employment
due to his or her disability (within the
meaning of Section 22(e)(3) of the Code), the
Committee may extend such three (3) month
period for up to an additional nine (9)
months.
(iii) ANNUAL EXERCISE LIMIT. The aggregate value
of Shares which may first become exercisable
during any calendar year shall not exceed
$100,000. For purposes of the preceding
sentence, the fair market value of each Share
shall be determined on the date the option
with respect to such Share is granted.
(iv) TRANSFERABILITY. No option may be
transferred, assigned or encumbered by an
optionee, except by will or the laws of
descent and distribution, and during the
optionee's lifetime an option may only be
exercised by him or her.
5. RESTRICTED STOCK AWARDS
a. Grants. Restricted Stock Awards ("RSAs") under
the Plan shall be in the form of Shares, restricted as to
transfer and subject to forfeiture, and shall be evidenced
by restricted stock agreements in such form and consistent
with this Plan as the Committee shall approve from time to
time.
b. RESTRICTION PERIOD. RSAs awarded under the Plan
shall be subject to such terms, conditions, and
restrictions, including without limitation: prohibitions
against transfer; substantial risks of forfeiture;
attainment of performance objectives; repurchase by the
Company or right of first refusal for such period or
periods as shall be determined by the Committee at the time
of grant. The Committee shall have the power to permit, in
its discretion, an acceleration of the expiration of the
applicable restriction period with respect to any part or
all of the RSAs awarded to a grantee.
c. RESTRICTIONS UPON TRANSFER. RSAs awarded, and the
right to vote underlying Shares and to receive dividends
thereon, may not be sold, assigned, transferred, exchanged,
pledged, hypothecated, or otherwise encumbered during the
restriction period applicable to such Shares, except: (i)
by will or the laws of descent and distribution; (ii) by
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gifting for the benefit of descendants for estate planning
purposes; or (iii) pursuant to a certified domestic
relations order. Subject to the foregoing, and except as
otherwise provided in the Plan, the grantee shall have all
the other rights of a stockholder including, but not
limited to, the right to receive dividends and the right to
vote such Shares.
d. CERTIFICATES. Each certificate issued in respect
of RSAs awarded to a grantee shall be deposited with the
Company, or its designee, and shall bear the following
legend:
"This certificate and the shares represented
hereby are subject to the terms and conditions
(including forfeiture and restrictions against
transfer) contained in the Logic Devices
Incorporated 1996 Stock Incentive Plan and an
Agreement entered into by the registered owner.
Release from such terms and conditions shall be
obtained only in accordance with the provisions of
the Plan and Agreement, a copy of each of which is
on file in the office of the Secretary of said
Company."
e. LAPSE OF RESTRICTIONS. The Agreement shall
specify the terms and conditions upon which any
restrictions upon Shares awarded under the Plan shall
lapse, as determined by the Committee. Upon the lapse of
such restrictions, Shares, free of the foregoing
restrictive legend, shall be issued to the grantee or his
or her legal representative.
f. TERMINATION PRIOR TO LAPSE OF RESTRICTIONS. In
the event of a grantee's termination of employment prior to
the lapse of restrictions applicable to any RSAs awarded to
such grantee, all Shares as to which there still remain
restrictions shall be forfeited by such grantee without
payment of any consideration to the grantee, and neither
the grantee nor any successors, heirs, assigns, or personal
representatives of such grantee shall thereafter have any
further rights or interest in such Shares or certificates.
6. STOCK APPRECIATION RIGHTS
a. Grants. Stock Appreciation Rights ("SARs") are
rights entitling the grantee to receive cash or Shares
having a fair market value equal to the appreciation in
market value of a stated number of Shares from the date of
grant to the date of exercise, or in the case of rights
granted in tandem with or by reference to an option granted
prior to the grant of such rights, from the date of grant
of the related option to the date of exercise, which may be
granted to such eligible directors, employees and advisers
as may be selected by the Committee.
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b. TERMS OF GRANT. SARs may be granted in tandem
with or with reference to a related option, in which event
the grantee may elect to exercise either the option or the
SAR, but not both, as to the same Share subject to the
option and the SAR, or the SAR may be granted independently
of a related option. In the event of a grant with a
related option, the SAR shall be subject to the terms and
conditions of the related option. In the event of an
independent grant, the SAR shall be subject to the terms
and conditions determined by the Committee. SARs shall not
be transferred, assigned or encumbered, except that SARs
may be exercised by the executor, administrator or personal
representative of the deceased grantee within two (2) years
of the death of the grantee and transferred pursuant to a
certified domestic relations order.
c. PAYMENT UPON EXERCISE. Upon exercise of an SAR,
the grantee shall be paid the excess of the then fair
market value of the number of Shares to which the SAR
relates over the fair market value of such number of Shares
at the date of grant of the SAR or of the related option,
as the case may be. Such excess shall be paid in cash or
in Shares having a fair market value equal to such excess
or in such combination thereof as the Committee shall
determine.
7. FAIR MARKET VALUE
For purposes of the Plan, fair market value of a Share
shall mean the last reported transaction price reported on
the exchange or market where traded.
8. AMENDMENT OR TERMINATION OF THE PLAN
The Board may amend, suspend or terminate the Plan or
any portion thereof at any time, but (except as provided in
paragraph 3 hereof) no amendment shall be made without
approval of the shareholders of the Company which shall (i)
materially increase the aggregate number of Shares with
respect to which awards may be made under the Plan, or (ii)
change the class of persons eligible to participate in the
Plan; provided, however, that no such amendment, suspension
or termination shall impair the rights of any individual,
without his or her consent, in any award theretofore made
pursuant to the Plan.
9. TERM OF PLAN
The Plan shall be effective upon the date of its
adoption by the Board, subject to the approval of the Plan
by a majority of the stockholders within twelve (12) months
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before or after the date of adoption. Unless sooner
terminated under the provisions of paragraph 8, options,
SARs and RSAs shall not be awarded under the Plan after the
expiration of ten (10) years from the effective date of the
Plan.
10. DELIVERY AND REGISTRATION OF STOCK
The Company's obligation to deliver Shares with respect
to an award shall, if the Committee so requests, be
conditioned upon the receipt of a representation as to the
investment intention of the individual to whom such Shares
are to be delivered, in such form as the Committee shall
determine to be necessary or advisable to comply with the
provisions of the Securities Act of 1933 or any other
federal, state or local securities legislation or
regulation. It may be provided that any representation
requirement shall become inoperative upon a registration of
the Shares or other action eliminating the necessity of
such representation under applicable securities legislation
or regulation. The Company shall not be required to
deliver any Shares under the Plan prior to (i) the
admission of such Shares to listing on any stock exchange
or automated quotation system on which Shares may then be
listed, and (ii) the completion of such registration or
other qualification of such Shares under any state or
federal law, rule or regulation, as the Committee shall
determine to be necessary or advisable.
This Plan is intended to comply with Rule 16b-3. Any
provision of the Plan which is inconsistent with said rule
shall, to the extent of such inconsistency, be inoperative
and shall not affect the validity of the remaining
provisions of the Plan.
11. RIGHTS AS SHAREHOLDER
Upon delivery of any Share to an individual, such individual shall
have all of the rights of a shareholder of the Company with respect to
such Share, including the right to vote such Share and to receive all
dividends or other distributions paid with respect to such Share.
12. MERGER OR CONSOLIDATION
In the event the Company is merged or consolidated with another
corporation and the Company is not the surviving corporation, the
surviving corporation may exchange options and SARs issued under this
Plan for options and SARs (with the same aggregate option price) to
acquire and participate in that number of shares in the surviving
corporation that have a fair market value equal to the fair market value
(determined on the date of such merger or consolidation) of Shares that
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the grantee is entitled to acquire and participate in under this Plan on
the date of such merger, consolidation or change of control.
13. CHANGES IN CAPITAL AND CORPORATE STRUCTURE
The aggregate number of Shares and interests awarded and which may
be awarded under the Plan shall be adjusted to reflect a change in the
outstanding Shares of the Company by reason of a recapitalization,
reclassification, reorganization, stock split, reverse stock split,
combination of shares, stock dividend or similar transaction. The
adjustment shall be made in an equitable manner which will cause the
awards to remain unchanged as a result of the applicable transaction.
14. SERVICE
An individual shall be considered to be in the service of the
Company or related corporation as long as he or she remains a director,
employee or advisor of the Company or related corporation. Nothing
herein shall confer on any individual the right to continued service
with the Company or related corporation or affect the right of the
Company or related corporation to terminate such service.
15. WITHHOLDING OF TAX
To the extent the award, issuance or exercise of Shares, SARs or
RSAs results in the receipt of compensation by an individual, the
Company is authorized to withhold from any other cash compensation then
or thereafter payable to such individual or to withhold sufficient
Shares to pay any tax required to be withheld by reason of the receipt
of the compensation. Alternatively, the individual may tender a
personal check in the amount of tax required to be withheld.
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TABLE OF CONTENTS
Purpose of the Plan 1
Administration of the Plan 2
Shares Subject to the Plan 3
Stock Options 4
Type of Options 4 a
Terms of Options 4 b
Additional Terms Applicable to All Options 4 c
Written Notice 4 c i
Method of Exercise 4 c ii
Death of Optionee 4 c iii
Transferability 4 c iv
Additional Terms Applicable to Incentive Options 4 d
Option Price 4 d i
Term of Option 4 d ii
Annual Exercise Limit 4 d iii
Transferability 4 d iv
Restricted Stock Awards 5
Grants 5 a
Restriction Period 5 b
Restrictions Upon Transfer 5 c
Certificates 5 d
Lapse of Restrictions 5 e
Termination Prior to Lapse of Restrictions 5 f
Stock Appreciation Rights 6
Grants 6 a
Terms of Grant 6 b
Payment upon Exercise 6 c
Fair Market Value 7
Amendment or Termination of the Plan 8
Term of Plan 9
Delivery and Registration of Stock 10
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Rights as Shareholder 11
Merger or Consolidation 12
Changes in Capital and Corporate Structure 13
Service 14
Withholding of Tax 15
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