<PAGE>
As Filed with the Securities and Exchange Commission on June 24, 1997
REGISTRATION NO. 33-
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
VAUGHN COMMUNICATIONS, INC.
(Exact Name of Registrant as Specified in its Charter)
Minnesota 41-0626191
--------------------------- -----------------------------
(State or jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
5050 West 78th Street
Minneapolis, Minnesota 55435
------------------------------------------------------
(Address of Principal Executive Offices) (Zip Code)
1995 STOCK OPTION PLAN
(Full Title of Plan)
E. David Willette, Chief Executive Officer
Vaughn Communications, Inc.
5050 West 78th Street
Minneapolis, Minnesota 55435
-------------------------------------------
(Name and Address of Agent for Service)
(612) 832-3200
-------------------------------------------------------
Telephone Number, Including Area Code, of Agent for Service
COPIES TO:
Jean M. Davis, Esq.
Jacobson Harwood & Erickson, P.A.
3800 Multifoods Tower
33 South Sixth Street
Minneapolis, Minnesota 55402
(612) 340-0234
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
- -----------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------
Title of Securities to be Amount to be Proposed Proposed Amount of
Registered Registered Maximum Offering Maximum Registration Fee
Price Per Unit Aggregate
Offering Price
- -----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, $0.10 200,000 shares $6.5625(1) $1,312,500(1) $262.50
- -----------------------------------------------------------------------------------------------------------
TOTAL 200,000 shares $1,312,500 $262.50
- -----------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------
</TABLE>
(1) Pursuant to Rule 457(c), based on the average high and low prices as
reported by the Nasdaq National Market on June 18, 1997.
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents filed with the Securities and Exchange Commission
(the "Commission") are incorporated herein and made a part hereof by reference:
(a) The Registrant's Annual Report on Form 10-K for the fiscal year ended
January 31, 1997;
(b) The Registrant's Quarterly Report on Form 10-Q for the three-month
period ended April 30, 1997;
(c) The description of the Registrant's Common Stock that is contained in
its Registration Statement on Form S-1 filed on February 17, 1987 (Registration
Statement No. 33-10918), including any amendment or report filed with the
Commission pursuant to the Securities Act of 1933 (the "1933 Act") or the
Securities Exchange Act of 1934 (the "1934 Act") for the purpose of updating
such description;
(d) The Registrant's definitive proxy statement dated May 20, 1997 filed
pursuant to Section 14 of the 1934 Act in connection with the annual meeting of
stockholders held June 17, 1997, excluding the Compensation Committee Report on
Executive Compensation and the Performance Graph included therein; and
(e) All reports and other documents subsequently filed by the Registrant
after the date of this Registration Statement pursuant to Sections 13(a), 13(c),
14 and 15(d) of the 1934 Act prior to the filing with the Commission of 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 herein and
to be a part hereof from the date of the filing of such reports and documents
with the Commission.
Item 4. DESCRIPTION OF SECURITIES.
Not Applicable.
Item 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not Applicable.
Item 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
II-2
<PAGE>
As permitted by the Minnesota Statutes, Section 302A.251, the Registrant's
Restated Articles of Incorporation, as amended, eliminate the liability of the
Registrant's directors for monetary damages arising from any breach of fiduciary
duty as a member of the Registrant's Board of Directors (except as expressly
prohibited by Minnesota Statutes, Section 302A.251, Subd. 4). Article 9 of the
Registrant's Restated Articles of Incorporation, as amended, provides as
follows:
"LIMITATION OF DIRECTOR LIABILITY
9.1) a director of this corporation shall not be personally liable
to this corporation or its shareholders for monetary damages for breach
of fiduciary duty as a director, except for (i) liability based on a
breach of the duty of loyalty to the corporation or the shareholders;
(ii) liability for acts or omissions not in good faith or that involve
intentional misconduct or a knowing violation of law; (iii) liability
based on the payment of an improper dividend or an improper repurchase
of the corporation's stock under Section 302A.559 of the Minnesota
Statutes or violations of federal or state securities law; (iv)
liability for any transaction from which the director derived an
improper personal benefit; or (v) liability for any act or omission
occurring prior to the date this Article 9 becomes effective. If the
Minnesota Statutes are hereby amended to authorize the further
elimination or limitation of the liability of directors, then the
liability of a director of this corporation in addition to the
limitation on personal liability provided herein shall be limited to the
fullest extent permitted by the Minnesota Statutes, as amended. Any
repeal or modification of this Article 9 by the shareholders of this
corporation shall be prospective only and shall not adversely affect any
limitation on the personal liability of a director of this corporation
existing at the time of such repeal or modification."
Article VII of the Registrant's Bylaws provides that the Registrant "shall
exercise as fully as may be permitted from time to time by the statutes and
decisional law of the State of Minnesota or by any other applicable rules or
principles of law its power to indemnify each officer of the corporation against
the expense of any action to which he is a party or is threatened to be made a
party by reason of the fact that he is or was an officer of the corporation."
The term officer is defined in the Bylaws to include directors, officers,
employees and agents acting on behalf of the corporation.
Minnesota Statutes, Section 302A.521 requires the Registrant to indemnify a
person made or threatened to be made a party to a proceeding by reason of the
former or present official capacity of the person with respect to the
Registrant, against judgments, penalties, fines, settlements and reasonable
expenses, if such person (1) has not been indemnified by another organization or
employee benefit plan with respect to the same acts or omissions; (2) acted in
good faith; (3) received no improper personal benefit, and statutory procedure
has been followed
II-3
<PAGE>
in the case of any conflict of interest by a director; (4) in the case of a
criminal proceeding, had no reasonable cause to believe the conduct was
unlawful; and (5) in the case of acts or omissions occurring in the person's
performance in the official capacity of director or, for a person not a
director, in the official capacity of officer, committee member, employee or
agent, reasonably believed that the conduct was in the best interests of the
Registrant. In addition, Section 302A.521, Subd. 3, requires payment by the
Registrant, upon written request, of reasonable expenses in advance of final
disposition of the proceeding in certain instances. A decision as to required
indemnification is made by a disinterested majority of the Board of Directors
present at a meeting at which a disinterested quorum is present, or by a
designated committee of the Board, by special legal counsel, by the
shareholders, or by a court.
In addition, the Registrant has acquired insurance policies which insure
officers and directors of the Registrant against liability, subject to certain
exclusions, from actions brought by third parties including shareholders of the
Registrant.
Item 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not Applicable. None of the shares of Common Stock included in this
Registration Statement have been issued.
Item 8. EXHIBITS.
4.1 1995 Stock Option Plan, as amended June 20, 1995 and April 28, 1997.
4.2 Form of Nonstatutory Stock Option Agreement between the Registrant and
an Optionee.
4.3 Form of Incentive Stock Option Agreement between the Registrant and an
Optionee.
4.4 Form of Common Stock Certificate of Vaughn Communications, Inc.
5.1 Opinion of Jacobson Harwood & Erickson, P.A.
23.1 Consent of Independent Auditors.
23.2 Consent of Jacobson Harwood & Erickson, P.A. is contained in Exhibit
5.1 to this Registration Statement.
24.1 Power of Attorney is contained on the signature pages to this
Registration Statement.
Item 9. UNDERTAKINGS.
(a) RULE 415 OFFERING.
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:
II-4
<PAGE>
a. To include any prospectus required by Section 10(a)(3) of
the Securities Act of 1933;
b. 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;
c. 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)(a) and (a)(1)(b) do not apply if
the Registration Statement is on Form S-3, Form S-8, and the information
required to be included in a post-effective amendment by those paragraphs is
contained in periodic reports filed by the Registrant pursuant to Section 13 or
Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by
reference in the Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, 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) FILINGS INCORPORATING SUBSEQUENT EXCHANGE ACT DOCUMENTS BY REFERENCE.
The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) 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.
(h) FILING OF REGISTRATION STATEMENT ON FORM S-8.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 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
II-5
<PAGE>
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.
II-6
<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 Minneapolis, State of Minnesota, on June 17, 1997.
VAUGHN COMMUNICATIONS, INC.
By:/s/ E. David Willette
---------------------
E. David Willette
Chief Executive Officer and
Chairman of the Board
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints E. David Willette and M. Charles
Reinhart, or either of them, as his true and lawful attorneys-in-fact and
agents, with full power of substitution and resubstitution, for him and in his
name, place and stead, in any and all capacities, to sign any and 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 connection therewith,
as fully to all intents and purposes as he might or could do in person, hereby
ratifying and confirming all that said attorney-in-fact and agent, or his
substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
II-7
<PAGE>
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated.
Signature Title Date
- --------- ----- ----
/s E. David Willette Chairman of the Board, 6/17/97
- --------------------- Chief Executive Officer,
E. David Willette and a Director (principal
executive officer)
/s/ M. Charles Reinhart Chief Financial Officer 6/17/97
- ----------------------- and Secretary (principal
M. Charles Reinhart financial and accounting
officer)
/s/ Roger F. Heegaard Director 6/17/97
- ---------------------
Roger F. Heegaard
/s/ Harold G. Wahlquist Director 6/17/97
- -----------------------
Harold G. Wahlquist
/s/ William D. Smith Director 6/17/97
- --------------------
William D. Smith
/s/ Laurence F. LeJeune Director 6/17/97
- -----------------------
Laurence F. LeJeune
/s/ Michael R. Sill Director 6/17/97
- -------------------
Michael R. Sill
/s/ Rodney P. Burwell Director 6/17/97
- ---------------------
Rodney P. Burwell
/s/ Jeffrey Johnson Director 6/17/97
- -------------------
Jeffrey Johnson
/s/ Robert Harmon Director 6/17/97
- -----------------
Robert Harmon
/s/ Donald J. Drapeau Director 6/17/97
- ---------------------
Donald J. Drapeau
II-8
<PAGE>
VAUGHN COMMUNICATIONS, INC.
INDEX TO EXHIBITS
FILED WITH FORM S-8 REGISTRATION STATEMENT
Exhibit
Number Page
- ------- ----
4.1 1995 Stock Option Plan, as amended June 20, 1995 and April 28, 1997
4.2 Form of Nonstatutory Stock Option Agreement between the
Registrant and an Optionee.
4.3 Form of Incentive Stock Option Agreement between the
Registrant and an Optionee.
4.4 Form of Common Stock Certificate of Vaughn Communications, Inc.
5.1 Opinion of Jacobson Harwood & Erickson, P.A.
23.1 Consent of Independent Auditors.
23.2 Consent of Jacobson Harwood & Erickson, P.A. is
contained in Exhibit 5.1 to this Registration Statement.
24.1 Power of Attorney is contained on the signature pages.
<PAGE>
EXHIBIT 4.1
VAUGHN COMMUNICATIONS, INC.
1995 STOCK OPTION PLAN
(Amended as of June 20, 1995 and April 28, 1997)
1. PURPOSE
The Plan is intended to provide a means for Vaughn Communications, Inc.
(the Company), by offering incentives to selected management and other key
employees of the Company, and of any majority owned direct or indirect
subsidiaries of the Company, to attract and retain persons of ability and
motivate them to advance the interests of the Company.
It is intended that some of the options granted under the Plan will be
designated and constitute "incentive stock options" within the meaning of
Section 422 or other similar provisions of the Internal Revenue Code of 1986, as
amended (the "Code"), and the other options granted under the Plan will be
designated and constitute "nonstatutory options," i.e., options not qualifying
under Section 422 or other similar provisions of the Code. Unless otherwise
indicated, the terms and conditions of the Plan shall apply equally to all
options granted hereunder, whether incentive stock options or nonstatutory
options. It is also intended that the Plan be administered so as to comply with
Rule 16b-3 under the Securities Exchange Act of 1934.
2. SHARES SUBJECT TO THE PLAN
A total of 200,000 shares of authorized but unissued or reacquired $.10 par
value Common Stock of the Company is reserved for issuance upon exercise of
options under the Plan. If any option expires or terminates without having been
exercised in full, the unacquired shares shall be available for the grant of
future options under the Plan.
<PAGE>
3. ADMINISTRATION
The Plan shall be administered by the Compensation Committee of the Board
of Directors of the Company (the Committee). Each of the members of the
Committee shall be a "Non-Employee Director" within the meaning of Rule 16b-3,
as then in effect, of the General Rules and Regulations under the Securities
Exchange Act of 1934. A "Non-Employee Director" under Rule 16b-3 means a
director of the Company who is not (1) currently an officer of the Company or
its parent or subsidiary or otherwise currently employed by the Company or its
parent or subsidiary, (2) does not receive compensation, either directly or
indirectly, from the Company or its parent or subsidiary for services rendered
as a consultant or in any capacity other than as a director, except for an
amount that does not exceed the dollar amount for which disclosure would be
required pursuant to Item 404(a) of Regulation S-K, (3) does not possess an
interest in any other transaction for which disclosure would be required
pursuant to Item 404(a) of Regulation S-K, and (4) is not engaged in a business
relationship for which disclosure would be required pursuant to Item 404(b) of
Regulation S-K.
4. ELIGIBILITY AND AMOUNT OF GRANT
The Committee shall determine the grantees to whom (Optionees), and the
number of shares for which, incentive stock options and/or nonstatutory options
shall be granted under the Plan. Optionees shall be management or other key
employees of the Company, including officers, or of any of the Company's
aforesaid subsidiaries, who the Committee determines have contributed materially
to the success of the Company or are in a position to contribute materially to
the future success of the Company. Except as hereinafter limited, an eligible
Optionee may be granted one or more options hereunder which may be incentive
stock options and/or nonstatutory options. No
<PAGE>
eligible Optionee may receive options hereunder in any fiscal year of the
Company, including for purposes of such calculation only all options received by
the Optionee in such fiscal year under any other stock option plans of the
Company, totaling more than Fifty Thousand (50,000) shares.
Notwithstanding the foregoing and except as hereafter provided, an
individual shall not be eligible to receive incentive stock options under the
Plan, if before the incentive stock option is granted the individual owns
(directly and through application of the constructive stock ownership
attribution rules of Section 425(d) of the Code) more than Ten Percent (10%) of
the total combined voting power of all classes of stock of the Company or any
subsidiary. This stock ownership provision shall not apply, and the individual
shall be eligible to receive an incentive stock option, if at the time such
option is granted the option exercise price is at least One Hundred Ten Percent
(110%) of the fair market value of the stock subject to the option and the
incentive stock option is not exercisable after the expiration of five years
from the date the option is granted.
Notwithstanding any other provision in this Plan, the aggregate fair market
value (determined at the time an option is granted) of shares with respect to
which incentive stock options are exercisable for the first time by an Optionee
during any calendar year (under this Plan and all other such plans of the
Company and its subsidiaries pursuant to Section 422 or other similar provisions
of the Code) shall not exceed $100,000. To the extent necessary to avoid such
limitation, the shares granted to any Optionee under this Plan shall be deemed
to be nonstatutory options.
5. OPTION PRICE
The option exercise price for all incentive stock options granted under the
Plan (except as otherwise herein provided) shall equal One Hundred Percent
(100%) of the fair market value of the
<PAGE>
Company's Common Stock on the date of grant. The option exercise price for the
nonstatutory options granted under the Plan shall not be less than 85% of the
fair market value of the Common Stock on the date of grant. Fair market value
shall be determined by the Committee based upon the last sale price of the
Common Stock in the National Association of Securities Dealers Automated
Quotations System (NASDAQ) for National Market Issues or, as applicable, for
Small-Cap Issues, as reported by the National Association of Securities Dealers
for the last business trading day preceding the date of grant, or through such
other measure or means as the Committee may in good faith determine to be
appropriate to determine such fair market value. The Committee may authorize the
Chief Executive Officer or Secretary of the Company to make any determinations
required in this Section 5.
6. OPTION TERMS
Options granted hereunder shall be evidenced by an Option Agreement
executed as of the date of grant by the Company and the Optionee, on such terms
as may be determined by the Committee, including the following:
(a) The Option Agreement shall specify whether the option is an
incentive stock option or a nonstatutory option and shall set forth the
number of shares and the option exercise price to which the option
pertains. It shall also specify that the option shall vest on a
year-to-year cumulative basis as to the number of shares covered by the
option as follows: ten percent (10%) on the date of grant; plus fifteen
percent (15%) on the first anniversary date of the date of grant; plus
twenty-five percent (25%) on the second anniversary date of the date of
grant; plus twenty-five percent (25%) on the third anniversary date of the
date of grant; plus twenty-five percent (25%) on the fourth anniversary
date of the date of grant. The option shall be exercisable in whole or in
part as to any vested portion during the option
<PAGE>
term which shall be up to ten (10) years as specified by the Compensation
Committee in the Option Agreement (except as otherwise provided in Section
4, this subsection and subsection (e) below and/or in the Option
Agreement), except that the option shall first become exercisable six
months after the date of grant and shall not be exercisable prior thereto.
Provided, further, however, that the option shall not be exercisable until,
and shall be subject to, approval of the amendments to the Plan, adopted by
the Board of Directors of the Company as of June 20, 1995, by the
shareholders of the Company at a meeting duly called and held for such
purpose not later than the Company's 1996 Annual Meeting of Shareholders.
Approval shall require a quorum and affirmative majority vote of the shares
owned by those shareholders present, or represented by proxy, and entitled
to vote at the meeting. If the Company's shareholders do not approve such
amendments to the Plan as aforesaid, the option shall be deemed to have
been granted under the Plan without regard to such amendments for the
maximum term provided by the Plan prior to amendment. In such event, the
parties may execute and deliver a replacement Option Agreement as of the
original date of grant to conform the option to the Plan without regard to
such amendments.
(b) The option exercise price shall be paid at the time of exercise
which shall be in writing and, at the election of the Optionee, may be paid
in cash and/or by the sale and delivery of certificates(s) duly endorsed
for transfer, in shares of the Company's Common Stock already owned by the
Optionee. Any shares so sold to the Company in payment of the option
exercise price shall be valued at fair market value on the exercise date as
determined by the Committee, or by the Chief Executive Officer or the
Secretary of the Company as the Committee's designee (as provided in
Section 5). Fair market value shall be deemed to be the last sale price of
the Common Stock an NASDAQ for National Market
<PAGE>
Issues or, as applicable, for Small-Cap Issues, as reported by the National
Association of Securities Dealers for the last business trading day
preceding the date of exercise. Any fractional share not required for
payment of the option exercise price shall be paid for by the Company in
cash on the basis of the same value utilized for such exercise.
(c) If available, the Committee may also permit the Optionee to
utilize any so-called "cashless exercise" procedures; to exercise the
option through a national bank or trust company or brokerage firm which is
a member of the National Association of Securities Dealers, pursuant to
which upon presentation of written exercise to such bank, trust company or
broker and to the Company, and upon authorization therefor by the
Committee, any or all of the shares an Optionee is entitled to receive on
exercise is sold by such bank, trust company or broker, or an agent
therefor, and the option exercise price for the shares purchased by the
Optionee is credited to a designated account of the Company on either the
trade date or the customary settlement date, provided only that if the
Company is not to receive credit of the option exercise price to its
account until such settlement date, on or before the trade date the selling
bank, trust company or broker confirm to the Company its obligation to pay
the same to the Company as of the settlement date. The balance of the
proceeds for any shares sold in a cashless exercise of an option, less
customary brokerage commissions, handling fees, other related brokerage
charges and interest expense pending settlement and delivery of
certificate(s), if applicable, shall be credited to the Optionee's account.
If the sale proceeds are insufficient therefor, such costs of sale shall be
paid directly by the exercising Optionee. The Company shall instruct the
Company's Transfer Agent and Registrar, in accordance with the request of
the selling bank, trust company or broker and/or Optionee, to issue
certificate(s) for the portion of the shares acquired on
<PAGE>
exercise which are sold in the cashless exercise to the selling bank, trust
company or broker or its designee, and to issue certificate(s) for such
shares acquired on exercise which are not sold in the cashless exercise, if
any, to the Optionee or the Optionee's designee.
The Committee, however, shall be free to alter the above or establish
any rules appropriate to the use of any cashless exercise procedure, but
shall not permit the same, unless or until exercise and sale of the shares
are registered under the Securities Act of 1933 and in compliance with any
applicable registration requirements of state securities law, and, in the
case of officers of the Company or other persons subject to Section 16 of
the Securities Exchange Act of 1934, in absence of an opinion of counsel
for the Company that such cashless exercise transaction will not result in
such person's violation of the rule against realization of short-swing
profits pursuant to Section 16(b) thereof.
(d) Unless the issuance of the shares upon the exercise of an option
hereunder is registered under federal and state securities laws, the
Optionee upon exercise shall be required to sign. deliver to the Company
and be bound by a customary "investment letter", setting forth the
Optionee's investment representation and securities law transfer
restrictions consistent with federal and state securities law exemptions
from registration for issuance of the shares on exercise and consistent
with Rule 144 under the Securities Act of 1933, and requisite legends and
stop transfer orders shall be placed upon or against the certificates for
the shares by the Company's Transfer Agent and Registrar. Without regard
to registration or exemption therefrom on exercise, if the Optionee is then
an officer or other "affiliate" of the Company with the meaning of said
Rule 144, securities law transfer restrictions consistent with said Rule
144 shall in any event be applicable and requisite legends and stop
transfer orders shall be placed upon or against the certificates for the
shares by the
<PAGE>
Company's Transfer Agent and Registrar. The Company shall not be obligated
for but does currently anticipate registration of the shares issued under
the Plan under federal and certain state securities laws.
(e) If the Optionee, until such time continuously employed by the
Company or its subsidiaries, is terminated by reason of death or disability
or retires at or after age 65, the option, to the extent not previously
exercised, may be exercised in whole or in part during the balance of the
stated term of the option without regard to the annual exercise vesting
provisions of subsection (a) above, except that no option shall be
exercisable for a period of six (6) months after the date of grant, and
except that an incentive stock option may be exercised only within three
(3) months after termination of employment by reason of such event and
shall thereupon expire, unless the Optionee shall die during such period or
while employed in which case the option may be exercised within twelve (12)
months after the death of the Optionee. The Committee may by prior approval
also permit an Optionee to retire to the same effect or on any less
favorable basis prior to age 65. The Committee may grant, withhold or
condition its approval for any reason it deems to be in the best interests
of the Company. In the event of the Optionee's death, the option may be
exercised by the personal representative of the Optionee's estate and/or by
the Optionee's heirs, as the case may be. If the Optionee's employment
terminates for any other reason, the option shall expire on the date the
Optionee's employment terminates. Notwithstanding anything herein to the
contrary, unless expiring earlier in accordance with another express
provision of this Plan or the Option Agreement, all granted under the Plan
shall terminate and expire ten (10) years after the date of grant.
<PAGE>
(f) The incentive stock options hereunder shall not be transferable,
in whole or in part, by the Optionee except by will or the laws of descent
and distribution. During the Optionee's lifetime, the incentive stock
options granted hereunder shall be exercisable only by the Optionee, and
only while and if continuously employed by the Company or a subsidiary of
the Company, except as provided in Section 6(e) above. The nonstatutory
stock options granted hereunder shall be subject to such restrictions on
transfer (if any) imposed by the Committee.
(g) An incentive stock option hereunder shall not contain terms
pursuant to which the exercise of the option would affect the Optionee's
right to exercise a nonstatutory option hereunder, or vice versa, such that
the incentive stock option would be deemed a prohibited "tandem stock
option" within the meaning of Section 422 of the Code and the regulations
thereunder.
(h) If the Optionee sells, exchanges or otherwise disposes of shares
acquired upon exercise of an incentive stock option within two (2) years of
the date of grant, or one (1) year after the date of exercise, the Optionee
shall be required to notify the Company promptly in writing and disclose
the amount of gain or loss resulting from the sale, exchange or other
disposition of his or her shares.
7. TERMINATION
Unless extended or sooner terminated by action of the Company's Board of
Directors, the Plan shall terminate ten (10) years from its effective date.
Options outstanding under the Plan at the time of termination shall remain in
effect until exercise or expiration.
<PAGE>
8. EFFECTIVE DATE
The effective date of the Plan shall be April 18, 1995, the date of
adoption by the Company's Board of Directors.
9. ADJUSTMENT OF SHARES
In the event of a recapitalization, merger, consolidation, reorganization,
stock dividend, stock split or other change in capitalization affecting the
Common Stock of the Company, appropriate equitable share and per share option
exercise price adjustments in outstanding options, and appropriate equitable
share adjustments in the shares then reserved for issuance under the Plan, shall
be made by the Company's Board of Directors or by the President or Secretary of
the Company acting as the Board's designated representative to prevent dilution
or enlargement of rights.
10. AMENDMENT
The Company's Board of Directors may amend the Plan at any time as
determined to be in the best interests of the Company, including any amendment
to extend or terminate the Plan. The Board shall not, however, without
shareholder approval, increase the maximum number of shares subject to the Plan
or restrict the class of persons eligible to be granted options under the Plan.
<PAGE>
EXHIBIT 4.2
VAUGHN COMMUNICATIONS, INC.
NONSTATUTORY OPTION AGREEMENT
(1995 Stock Option Plan amended as of June 20,1995)
VAUGHN COMMUNICATIONS, INC., a Minnesota corporation (the "Company"),
pursuant to the 1995 Stock Option Plan previously adopted by the Board of
Directors of the Company (the "Plan"), and in consideration of services to be
rendered to the Company or its subsidiary
by ________________________________ as ______________________________________
(Name) (Title or Job Description)
(the "Optionee"), hereby grants to the Optionee a nonstatutory stock option (the
"Option") not in accordance with Section 422 of the Internal Revenue Code of
1986, as amended (the "Code"), to purchase _________ shares of the Company's
Common Stock (the "Shares") at a price of $______ per share (the "Purchase
Price"), equal to ___% (must be 85% or more) of the fair market value of the
Common Stock on the date of grant. This grant is made on the following terms and
conditions.
NONSTATUTORY STOCK OPTION
1. The Optionee may exercise the Option on a cumulative basis at any time
six (6) months after the date hereof and on or before ____________, ___ (ten)
(10) years after such date of grant) [provided, however, that the Option shall
not be exercisable, unless and until the amendments to the Plan adopted by the
Board of Directors as of June 20, 1995, have been approved by the shareholders
of the Company as provided in the Plan as so amended], subject to prior
termination or modification as herein provided, in whole or in part with respect
to each of five (5) year to year cumulative annual installments, beginning on
the first day of each of the first five years during the aforesaid term hereof
as follows:
<PAGE>
(a) ten percent (10%) of such Shares during the first year of the
Option term;
(b) plus an additional fifteen percent (15%) of such Shares during
the second year of the Option term;
(c) plus an additional twenty-five percent (25%) of such Shares
during the third year of the Option term;
(d) plus an additional twenty-five percent (25%) of such shares
during the fourth year of the Option term; and
(e) plus an additional twenty-five percent (25%) of such Shares
during the fifth and remaining years of the Option term.
2. The Option shall not be transferable by the Optionee, except by will
or the laws of descent and distribution. During the Optionee's life, the Option
shall be exercisable only by the Optionee and only while and if the Optionee is
continuously employed by the Company or a subsidiary of the Company as described
in the Plan, except as provided in Section 4 of this Agreement. If the Option
shall not have terminated prior to the death of the Optionee, it may be
exercised at any time during the balance of the term of the Option by the
personal representative of the Optionee's estate and/or by the Optionee's heirs,
as the case may be, subject to prior expiration on the date specified in Section
4 of this Agreement.
3. The Option may be exercised in whole or in part, from time to time, by
delivery to the Secretary of the Company of a written notice specifying the
number of Shares desired to be purchased and accompanied by full payment of the
Purchase Price, at the election of the Optionee, in cash and/or by delivery of
certificate(s) duly endorsed for transfer, in shares of the Company's Common
Stock already owned by the Optionee. Any shares endorsed and delivered to the
Company in payment of the Purchase Price shall be valued at the fair market
value of the shares on
<PAGE>
the date of exercise, as determined by the Compensation Committee of the
Company's Board of Directors (the "Committee") in accordance with the Plan or by
the President or Secretary of the Company acting as the Committee's designated
representative. Any fractional share not required for payment of the Purchase
Price shall be paid for by the Company in cash on the basis of the same value
utilized for such exercise. If at the time of exercise the Committee, in its
sole discretion, shall permit utilization of a so-called "cashless exercise"
procedure to exercise the Option, the Optionee may apply to the Company's
President or Secretary to utilize the same, and if approved thereby, the
Optionee shall follow the "cashless exercise" procedures specified in the Plan
and in accordance with such rules therefor as the Committee may from time to
time establish.
4. All unexercised rights under the Option shall expire at the end of the
term specified in Section 1 above or on an earlier date, in the event of prior
termination of employment by the Company or its subsidiary of the Optionee, as
follows:
(a) Upon termination of employment of the Optionee by retirement of
Optionee at or after age 65 or by disability or death, the Option may be
exercised during the balance of its term notwithstanding such termination
of employment and, in the case of death, as provided in Section 2 above;
provided, however, that the percentage limitations set forth in Section
1(a) through (e) above shall not apply; and provided, further, that the
Committee may (but without any obligation therefor) by prior approval,
which approval the Committee may grant, withhold or condition for any
reason it deems to be in the best interest of the Company, also permit the
Optionee to retire to the same effect or on any less favorable basis prior
to age 65; or
(b) Upon termination of employment of the Optionee for any other
reason, the Option shall expire on the date the Optionee's employment
terminates.
<PAGE>
5. Unless the issuance of the Shares purchased upon the exercise of the
Option is registered with federal and state securities authorities (which is
anticipated but for which the Company has no obligation), or is determined by
counsel for the Company to be exempt from such registration without need
therefor, the Optionee shall be required to sign, deliver to the Company and be
bound by a customary "investment letter," setting forth the Optionee's
investment representation and securities law transfer restrictions consistent
with federal and state securities law exemptions from registration for issuance
of the Shares on exercise and consistent with Rule 144 under the Securities Act
of 1933, and requisite legends and stop transfer orders shall be placed upon or
against the certificate for the Shares. Without regard to registration or
exemption therefrom on exercise, if the Optionee is an officer or other
"affiliate" of the Company within the meaning of said Rule 144, the securities
law transfer restrictions consistent with said Rule 144 shall in any event be
applicable and requisite legends in the form attached as Exhibit A hereto and
stop transfer orders shall be placed upon or against the certificate for the
Shares.
6. If prior to the expiration of the Option, the Shares then subject to
the Option shall be affected by any recapitalization, merger, consolidation,
reorganization, stock dividend, stock split, or other change in capitalization
affecting the present Common Stock of the Company, then the number and kind of
Shares covered by this Agreement, and the Purchase Price per share, shall be
appropriately adjusted in accordance with the Plan by the Committee or by the
President or Secretary of the Company acting as the Committee's designated
representative, all as may be deemed necessary to prevent dilution or
enlargement of rights which might otherwise result.
7. It is intended that those terms of the Plan and this Agreement which
refer or apply to nonstatutory options comply and be interpreted in accordance
with the provisions of Rule 16b-3
<PAGE>
under the Securities Exchange Act of 1934, as amended. The provisions of the
Plan pertaining to Options, to the extent not set forth in this Agreement, are
incorporated by reference.
ADDITIONAL PRECONDITIONS TO EXERCISE.
8. A "Statement of Additional Terms and Conditions," determined by the
Committee and not inconsistent with the Plan, may be attached hereto as part
hereof. Satisfaction of the additional terms and conditions set forth in such
attached Statement, if any, shall be additional preconditions to vesting and
exercise of the Option, or so much thereof as shall correspond to the extent
such terms and conditions are ultimately satisfied. If attached, such Statement
shall be separately acknowledged by the signatures of the Optionee and an
appropriate officer of the Company.
<PAGE>
IN WITNESS WHEREOF, this Nonstatutory Option Agreement is hereby executed
as of _____________(date of grant).
VAUGHN COMMUNICATIONS, INC.
By
------------------------------------
Its
---------------------------------
--------------------------------------
Optionee
______ Check if a Statement of Additional Terms and Conditions is attached.
If attached, such Statement must be signed by both the Optionee and an
appropriate officer of the Company.
<PAGE>
EXHIBIT A
OFFICER/AFFILIATE
TRANSFER RESTRICTION LEGEND
The registered holder of the within certificate may be an "affiliate"
of the Company on the date of issue of this certificate within the meaning of
Rule 144 promulgated under the Securities Act of 1933, as amended. Accordingly,
the securities represented by the within certificate may not be sold,
transferred, pledged or otherwise disposed of, except pursuant to registration
or notification under such laws, exemption from such registration as evidenced
by an opinion of counsel satisfactory to the Company, or operation of law.
<PAGE>
EXHIBIT 4.3
VAUGHN COMMUNICATIONS, INC.
INCENTIVE STOCK OPTION AGREEMENT
(1995 Stock Option Plan amended as of June 20, 1995)
VAUGHN COMMUNICATIONS, INC., a Minnesota corporation (the "Company"),
pursuant to the 1995 Stock Option Plan previously adopted by the Board of
Directors of the Company (the "Plan"), and in consideration of services to be
rendered to the Company or its subsidiary
by__________________________ as _______________________________ (the
(Name) (Title or Job Description)
"Optionee"), hereby grants to the Optionee an incentive stock option (the
"Option") in accordance with Section 422 of the Internal Revenue Code of 1986,
as amended (the "Code"), to purchase ______________ shares of the Company's
Common Stock (the "Shares") at a price of $______ per share (the "Purchase
Price"), equal to [Check One] ___100% or _____110% of the fair market value of
the Common Stock on the date of grant. This grant is made on the following terms
and conditions.
INCENTIVE STOCK OPTION
1. The Optionee may exercise the Option on a cumulative basis at any time
six (6) months after the date hereof and on or before ____________, _____ [Check
One] (seven) (7) years alter such date of grant) or _______ (five (5) years
after the date of grant if the 110% Purchase Price provision is checked above)
[provided, however, that the Option shall not be exercisable, unless and until
the amendments to the Plan adopted by the Board of Directors as of June 20,
1995, have been approved by the shareholders of the Company as provided in the
Plan as so amended], subject to prior termination or modification as herein
provided, in whole or in part with respect to
<PAGE>
each of five (5) year to year cumulative annual installments, beginning on the
first day of each of the first five years during the aforesaid term hereof, as
follows:
(a) ten percent (10%) of such Shares during the first year of the
Option term;
(b) plus an additional fifteen percent (15%) of such Shares during
the second year of the Option term;
(c) plus an additional twenty-five percent (25%) of such Shares
during the third year of the Option term;
(d) plus an additional twenty-five percent (25%) of such shares
during the fourth year of the Option term; and
(e) plus an additional twenty-five percent (25%) of such Shares
during the fifth and, if any, remaining years of the Option term.
2. The Option shall not be transferable by the Optionee, except by will
or the laws of descent and distribution. During the Optionee's life, the Option
shall be exercisable only by the Optionee and only while and if the Optionee is
continuously employed by the Company or a subsidiary of the Company as described
in the Plan, except as provided in Section 4 of this Agreement. If the Option
shall not have terminated prior to the death of the Optionee, it may be
exercised at any time within twelve (12) months after death by the personal
representative of the Optionee's estate and/or by the Optionee's heirs, as the
case may be, subject to prior expiration on the date specified in Section 4 of
this Agreement.
3. The Option may be exercised in whole or in part, from time to time, by
delivery to the Secretary of the Company of a written notice specifying the
number of Shares desired to be purchased and accompanied by full payment of the
Purchase Price, at the election of the Optionee, in cash and/or by delivery of
certificate(s) duly endorsed for transfer, in shares of the Company's
<PAGE>
Common Stock already owned by the Optionee. Any shares endorsed and delivered to
the Company in payment of the Purchase Price shall be valued at the fair market
value of the shares on the date of exercise, as determined by the Compensation
Committee of the Company's Board of Directors (the "Committee") in accordance
with the Plan or by the President or Secretary of the Company acting as the
Committee's designated representative. Any fractional share not required for
payment of the Purchase Price shall be paid for by the Company in cash on the
basis of the same value utilized for such exercise. If at the time of exercise
the Committee, in its sole discretion, shall permit utilization of a so-called
"cashless exercise" procedure to exercise the Option, the Optionee may apply to
the Company's President or Secretary to utilize the same, and if approved
thereby, the Optionee shall follow the "cashless exercise" procedures specified
in the Plan and in accordance with such rules therefor as the Committee may from
time to time establish.
4. All unexercised rights under the Option shall expire at the end of the
term specified in Section 1 above or on an earlier date, in the event of prior
termination of employment by the Company or its subsidiary of the Optionee, as
follows:
(a) Upon termination of employment of the Optionee by retirement of
Optionee at or after age 65 or by disability, the Option may be exercised
within three (3) months after the date of termination and shall thereupon
expire; provided, however, that the percentage limitations set forth in
Section 1(a) through (e) above shall not apply; and provided, further, that
the Committee may (but without any obligation therefor) by prior approval,
which approval the Committee may grant, withhold or condition for any
reason it deems to be in the best interests of the Company, also permit the
Optionee to retire to the same effect or on any less favorable basis prior
to age 65; or
<PAGE>
(b) Upon death of the Optionee while employed or during the
three-month period described in Section 4(a) above, the Option may be
exercised within twelve (12) months after the date of death as provided in
Section 2 above and shall thereupon expire; provided, however, that the
percentage limitations set forth in Section 1(a) through (e) shall not
apply; or
(c) Upon such termination of employment of the Optionee for any other
reason, the Option shall expire on the date the Optionee's employment
terminates.
5. Unless the issuance of the Shares purchased upon the exercise of the
Option is registered with federal and state securities authorities (which is
anticipated but for which the Company has no obligation), or is determined by
counsel for the Company to be exempt from such registration without need
therefor, the Optionee shall be required to sign, deliver to the Company and be
bound by a customary "investment letter," setting forth the Optionee's
investment representation and securities law transfer restrictions consistent
with federal and state securities law exemptions from registration for issuance
of the Shares on exercise and consistent with Rule 144 under the Securities Act
of 1933, and requisite legends and stop transfer orders shall be placed upon or
against the certificates for the Shares. Without regard to registration or
exemption therefrom on exercise, if the Optionee is an officer or other
"affiliate" of the Company within the meaning of said Rule 144, the securities
law transfer restrictions consistent with said Rule 144 shall in any event be
applicable and requisite legends in the form attached as Exhibit A hereto and
stop transfer orders shall be placed upon or against the certificate for the
Shares.
6. If prior to the expiration of the Option, the Shares then subject to
the Option shall be affected by any recapitalization, merger, consolidation,
reorganization, stock dividend, stock split, or other change in capitalization
affecting the present Common Stock of the Company, then the
<PAGE>
number and kind of Shares covered by this Agreement, and the Purchase Price per
share, shall be appropriately adjusted in accordance with the Plan by the
Committee or by the President or Secretary of the Company acting as the
Committee's designated representative, all as may be deemed necessary to prevent
dilution or enlargement of rights which might otherwise result.
7. If the Optionee sells, exchanges or otherwise disposes of any of the
Shares acquired upon exercise of the Option within two (2) years after the date
of this Agreement or one (1) year after the date of exercise of the Option with
respect to such Shares, the Optionee agrees to promptly notify the Company in
writing and disclose the number of Shares disposed of and the amount of
resulting gain or loss. The Optionee acknowledges that any such disposition will
be a "disqualifying disposition" of the Shares within the meaning of Section 422
of the Code which may subject the Optionee to federal income tax consequences
less favorable than if the two holding periods described above are satisfied
prior to any disposition of the Shares.
8. It is intended that those terms of the Plan and this Agreement which
refer or apply to incentive stock options comply and be interpreted in
accordance with the provisions of Section 422 of the Code and Rule 16b-3 under
the Securities Exchange Act of 1934, as amended. The provisions of the Plan
pertaining to Options, to the extent not set forth in this Agreement, are
incorporated by reference.
ADDITIONAL PRECONDITIONS TO EXERCISE.
9. A "Statement of Additional Terms and Conditions," determined by the
Committee and not inconsistent with the Plan, may be attached hereto as part
hereof. Satisfaction of the additional terms and conditions set forth in such
attached Statement, if any, shall be additional preconditions to vesting and
exercise of the Option, or so much thereof as shall correspond to the
<PAGE>
extent such terms and conditions are ultimately satisfied. If attached, such
Statement shall be separately acknowledged by the signatures of the Optionee and
an appropriate officer of the Company.
IN WITNESS WHEREOF, this Incentive Stock Option Agreement is hereby
executed as of _________________, ____ (date of grant).
VAUGHN COMMUNICATIONS, INC.
By
----------------------------
Its
-------------------------
---------------------------------
Optionee
______Check if a Statement of Additional Terms and Conditions is attached.
If attached, such Statement must be signed by both the Optionee
and an appropriate officer of the Company.
<PAGE>
EXHIBIT A
OFFICER/AFFILIATE
TRANSFER RESTRICTION LEGEND
The registered holder of the within certificate may be an "affiliate" of
the Company on the date of issue of this certificate within the meaning of Rule
144 promulgated under the Securities Act of 1933, as amended. Accordingly, the
securities represented by the within certificate may not be sold, transferred,
pledged or otherwise disposed of except pursuant to registration or notification
under such laws, exemption from such registration as evidenced by an opinion of
counsel satisfactory to the Company, or operation of law.
<PAGE>
EXHIBIT 4.4
COMMON STOCK COMMON STOCK
NUMBER SHARES
[1"x1/2" stylized VAUGHN
version of the letter "V"]
----------------------------
COMMUNICATIONS, INC.
INCORPORATED UNDER THE LAWS OF THE STATE OF MINNESOTA
SEE REVERSE SIDE
FOR CERTAIN DEFINITIONS
THIS CERTIFIES THAT is the owner of
COMMON CUSIP 922383 10 4
FULLY PAID AND NON-ASSESSABLE SHARES OF THE COMMON STOCK OF THE PAR VALUE OF
$.10 PER SHARE, OF
VAUGHN COMMUNICATIONS, INC.
TRANSFERABLE ON THE BOOKS OF THE CORPORATION BY THE HOLDER HEREOF IN PERSON OR
BY DULY AUTHORIZED ATTORNEY, UPON SURRENDER OF THIS CERTIFICATE PROPERLY
ENDORSED. THIS CERTIFICATE IS NOT VALID UNLESS COUNTERSIGNED BY THE TRANSFER
AGENT AND REGISTRAR.
WITNESS the facsimile signatures of its duly authorized officers.
Countersigned and Registered:
CHEMICAL MELLON SHAREHOLDER SERVICES
Transfer Agent and Registrar
Dated: By:
-------------------------------
Authorized Signature
--------------
/s/ M. Charles Reinhart /s/ E.D. Willette
SECRETARY PRESIDENT
<PAGE>
The following abbreviations, when used in the inscription on the face of
this certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:
<TABLE>
<CAPTION>
<S> <C>
TEN COM - AS TENANTS IN COMMON UNIF GIFT MIN ACT .........CUSTODIAN..........
TEN ENT - AS TENANTS BY THE ENTIRETIES (CUST.) (MINOR)
JT TEN - AS JOINT TENANTS WITH RIGHT OF UNDER UNIFORM GIFTS TO MINORS
SURVIVORSHIP AND NOT AS TENANTS IN COMMON ACT.........................
ADDITIONAL ABBREVIATIONS MAY ALSO BE USED (STATE)
THOUGH NOT IN THE ABOVE LIST.
</TABLE>
For value received ____________ hereby sell, assign, and transfer unto
PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE
- --------------------------------------------------------------------------------
PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS OF ASSIGNEE
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Shares of the capital stock represented by the within Certificate, and do hereby
irrevocably constitute and appoint _______________________ Attorney to transfer
the said stock on the books of the within-named Corporation with full power of
substitution in the premises.
Dated
---------------------------------------------------------------------
NOTICE: THE SIGNATURE TO THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME
AS WRITTEN ON THE FACE OF THE CERTIFICATE IN EVERY PARTICULAR WITHOUT
ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATEVER.
- --------------------------------------------------------------------------------
THIS SPACE MUST NOT BE COVERED IN ANY WAY
<PAGE>
[LETTERHEAD]
June 23, 1997
EXHIBIT 5.1
Securities and Exchange Commission
450 Fifth Street N.W.
Washington, D.C. 20549
Re: Vaughn Communications, Inc.
Our File No. 1822-042
Ladies and Gentlemen:
Our office has served as counsel for Vaughn Communications, Inc. (the
"Company") in connection with the Registration Statement on Form S-8 (the
"Registration Statement") being filed by the Company with the Securities and
Exchange Commission and with respect to the proposed issuance of up to 200,000
common shares of the Company (the "Shares") purchasable under stock options
granted under the Company's 1995 Stock Option Plan (the "Plan").
This letter represents our opinion concerning various matters relating to
the proposed offer and sale of the Shares.
We have examined and are familiar with such documents and corporate records
as we have deemed necessary and appropriate for the purpose of the rendering of
this opinion. Based on the foregoing, we are of the opinion that:
1. The Company has been duly organized and is validly existing and in
good standing in the State of Minnesota.
2. All of the Shares to be sold and issued as contemplated in the
Registration Statement, the Plan and the stock option agreements issued pursuant
to the Plan will, upon issuance as so contemplated, be validly issued, fully
paid and nonassessable.
<PAGE>
We hereby consent to the use of this opinion as an exhibit to the
Registration Statement of the Company on Form S-8 which is being filed with the
Securities and Exchange Commission.
Very truly yours,
JACOBSON HARWOOD & ERICKSON, P.A.
/s/ Jean M. Davis
Jean M. Davis
<PAGE>
EXHIBIT 23.1
Consent of Independent Auditors
We consent to the incorporation by reference in the Registration Statement (Form
S-8) pertaining to the Vaughn Communications, Inc. 1995 Stock Option Plan of our
report dated March 31, 1997 with respect to the consolidated financial
statements and schedule of Vaughn Communications, Inc. included in its Annual
Report (Form 10-K) for the year ended January 31, 1997, filed with the
Securities and Exchange Commission.
/s/ Ernst & Young LLP
Minneapolis, Minnesota
June 23, 1997
