<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
incorporation or organization) Identification No.)
5050 West 78th Street
Minneapolis, Minnesota 55435
-----------------------------
(Address of Principal Executive Offices) (Zip Code)
1995 NON-EMPLOYEE DIRECTOR
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
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------
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, $0.10 100,000 shares $ 6.5625(1) $656,250(1) $131.25
- -----------------------------------------------------------------------------------------------------------
TOTAL 100,000 shares $656,250 $131.25
- -----------------------------------------------------------------------------------------------------------
</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 Non-Employee Director Stock Option Plan.
4.2 Form of Nonstatutory Stock Option Agreement between the
Registrant and non-employee members of the Registrant's Board of
Directors.
4.3 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 in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
II-5
<PAGE>
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.
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-6
<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-7
<PAGE>
VAUGHN COMMUNICATIONS, INC.
INDEX TO EXHIBITS
FILED WITH FORM S-8 REGISTRATION STATEMENT
Exhibit
Number Page
- -------- ----
4.1 1995 Non-Employee Director Stock Option Plan
4.2 Form of Nonstatutory Stock Option Agreement between the Registrant and non-
employee members of the Registrant's Board of Directors.
4.3 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 NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN
1. PURPOSE
The Plan is intended to provide a means for Vaughn Communications, Inc.
(the Company), by offering incentives to non-employee Directors, to attract and
retain persons as members of the Company's Board of Directors of ability and
motivate them to advance the interests of the Company.
It is intended that the options granted under the Plan constitute
"nonstatutory options," i.e., options not qualifying under Section 422 or other
similar provisions of the Internal Revenue Code 1986, as from time to time
amended.
2. SHARES SUBJECT TO THE PLAN
A total of 100,000 shares of authorized but unissued or reacquired $.10 par
value common Stock of the Company (the "Shares") 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.
3. ADMINISTRATION
The Plan shall be administered by the Compensation Committee of the Board
of Directors of the Company (the "Committee").
4. ELIGIBILITY AND AMOUNT OF GRANT
Options for 2,000 Shares each shall be automatically granted by the Company
under the Plan on June 20, 1995, the date of the Company's 1995 Annual Meeting
of Shareholders, and biannually on the date of each Annual Meeting of
Shareholders held in each odd calendar year thereafter, to each non-employee
director of the Company elected at each such Annual Meeting of Shareholders
whose term of office as a director continues after such Annual Meeting of
Shareholders and who as of the date thereof has served for at least two (2)
calendar years (assuming for such purpose that the Annual Meeting of
Shareholders in each year is one calendar year after and prior to the date of
the preceding and subsequent Annual Meeting of Shareholders, notwithstanding the
actual calendar days then elapsed) (individually an "Optionee" and collectively
the "Optionees".)
<PAGE>
The only persons eligible to be Optionees under the Plan are persons who
are non-employee members of the Company's Board of Directors on the respective
dates of grant set forth above, but Optionees who cease to be such thereafter
may continue to hold and exercise the options granted to them hereunder in
accordance with the terms and conditions hereof.
5. OPTION PRICE
The option exercise price for the options granted under the Plan shall
equal One Hundred Percent (100%) of the fair market value of the Company's
Common Stock on the date of grant. Fair market value shall be determined by the
Committee based upon the last sale price per share of the Company's 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, if the Common Stock is not traded
on NASDAQ, 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
The options granted hereunder shall be evidenced by an Option Agreement, in
the form attached hereto as Exhibit A, executed as of the date of grant by the
Company and the Optionee, on identical terms and conditions for each option,
except for the respective date of grant and corresponding option exercise price,
and including the following:
(a) The Option Agreement shall specify that the option is a
nonstatutory option for 2,000 Shares and shall set forth the option
exercise price. It shall also specify that the option shall not be
exercisable for a period of six (6) months after the date of grant and
shall first become exercisable on the last day of such six month period.
(b) The option 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 certificate(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 price
shall be valued at fair market value on the exercise date as determined by
the Committee. Fair market value for this purpose shall be determined in
the same manner provided by Section 5 substituting the date of exercise for
the date of grant. Any fractional share not required for payment of the
option price shall be paid for by the Company in cash on the basis of the
same value utilized for such exercise.
(c) Except as otherwise provided in this subsection and in
subsections (a) above and (f) below, the Optionee may exercise the option
in whole or in part at any time
<PAGE>
after grant of the option and prior to seven (7) years from that date;
provided, however, that the option shall not be exercisable until, and
shall be subject to, approval of the Plan by the shareholders of the
Company at a meeting duly called and held for such purpose not later than
the Annual Meeting of Shareholders in 1996. Approval shall require a
quorum and a majority vote of the shares owned by those shareholders
present, or represented, and entitled to vote at the meeting.
(e) Unless the issuance of the Shares upon the exercise of an option
hereunder is registered under federal and state securities laws, the
Optionee shall be required to give an investment representation at the time
of exercise, and transfer of the Shares shall be appropriately restricted.
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.
(f) If the Optionee, until such time continuously serving as a
Director of the Company, is terminated as a Director by reason of death or
disability or by retirement at or after age 55, the option, to the extent
not previously exercised, may be exercised in whole or in part during the
balance of term of the option, except that no option shall be exercisable
for a period of six (6) months after the date of grant. 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 service as a Director terminates for
any other reason, the option shall be exercisable according to its terms,
but shall expire sixty (60) days after the date the Optionee's service as a
Director terminates. Notwithstanding anything herein to the contrary,
unless expiring earlier, all options granted under the Plan shall terminate
and expire seven (7) years after the date of grant.
(g) The options hereunder shall not be transferable by the Optionee
except by will or the laws of descent and distribution. During the
Optionee's life, the options shall be exercisable only by the Optionee and
only while and if continuously serving as a Director of the Company, except
as provided in Section 6(f) above.
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.
8. EFFECTIVE DATE
The effective date of the Plan shall be June 20, 1995, the date of adoption
by the Company's Board of Directors. Options under the Plan shall be
automatically granted in accordance with Section 6 hereof.
<PAGE>
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
price adjustments in outstanding options shall be made by the Committee 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 to the options to be automatically granted in accordance with the Plan, or
restrict the class of persons eligible to be granted options under the Plan.
Provided, further, in accordance with Rule 16b-3(c)(2)(ii) under the Securities
Exchange Act of 1934, as said Rule may from time to time be amended, that the
amount and frequency of the option grants under the Plan shall not, in any
event, be amended more than once every six months, other than to comport with
changes in the Internal Revenue Code, the Employee Retirement Income Security
Act, or the rules thereunder.
<PAGE>
EXHIBIT 4.2
VAUGHN COMMUNICATIONS, INC.
1995 NON-EMPLOYEE DIRECTOR
NONSTATUTORY STOCK OPTION AGREEMENT
VAUGHN COMMUNICATIONS, INC., a Minnesota corporation (the "Company"),
pursuant to the 1995 Non-Employee Director Stock Option Plan previously adopted
by the Board of Directors of the Company (the "Plan"), and in consideration of
services as a member of the Board of Directors of the Company to be rendered by
______________________ (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 2,000
shares of the Company's $.10 par value Common Stock (the "Shares") at a price of
$___________ per Share (the "Purchase Price"), equal to 100% of the fair market
value of the Common Stock on the date of grant (set forth at the end of this
Agreement), determined in accordance with Section 5 of the Plan. This grant is
made on the following terms and conditions.
NONSTATUTORY STOCK OPTION
1. The Optionee may first exercise the Option at any time on or after six
(6) months after the date of grant (set forth at the end of this Agreement) and
thereafter may exercise the Option at any time on or before ______________ ,
19__, (seven (7) years after such date of grant); provided, however, that the
Option shall not be exercisable unless and until the Plan has been approved by
the shareholders of the Company as provided in the Plan.
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 serving as a Director of the Company, except as provided 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 the date of exercise. Fair market value for this purpose
shall be determined in accordance with the Section 6(b) of the Plan. Any
fractional share not required for payment of
<PAGE>
the Purchase Price shall be paid for by the Company in cash on the basis of the
same value utilized for such exercise.
4. All unexercised rights under the Option shall expire at the end of the
term specified in Section 1 above or on such earlier date sixty (60) days after
termination of Optionee's directorship for any reason other than by reason of
death or disability or retirement at or after age 55. 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 entitled by law to the
Optionee's rights under the Option, as the case may be.
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 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 shall be placed upon the certificates for the Shares. Without
regard to registration or exemption therefrom on exercise, because the Optionee
may be an affiliate of the Company within 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 Company's Transfer
Agent and Registrar.
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 to prevent dilution or
enlargement of the Optionee's rights which might otherwise result.
7. It is intended that the Plan and this nonstatutory Option comply and
be interpreted in accordance with 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 herein by reference.
<PAGE>
IN WITNESS WHEREOF, this Non-Employee Director Nonstatutory Stock Option
Agreement is hereby executed as of the ________ day of ___________, 19__
(date of grant).
VAUGHN COMMUNICATIONS, INC.
By
-----------------------------------
Its
--------------------------------
OPTIONEE:
---------------------------------------
<PAGE>
EXHIBIT 4.3
COMMON STOCK COMMON STOCK
NUMBER
[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:
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 ACT ..............................
IN COMMON (STATE)
ADDITIONAL ABBREVIATIONS MAY
ALSO BE USED THOUGH NOT IN THE
ABOVE LIST.
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. 1822-036
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 100,000
common shares of the Company (the "Shares") purchasable under stock options
granted under the Company's 1995 Non-Employee Director 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.
3800 MULTIFOODS TOWER - 33 SOUTH SIXTH STREET -
MINNEAPOLIS, MINNESOTA 55402-3707 - USA
TELEPHONE 612-340-0234 - FAX 612-340-9487 - TELEX 298273PJS UR
<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 Non-Employee Director
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
