<PAGE> 1
333-___________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
---------------------
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
--------------------
MINUTEMAN INTERNATIONAL, INC.
(Exact name of registrant as specified in its charter)
ILLINOIS ISSUER: 36-2262931
(State or other jurisdiction of incorporation or (I.R.S. identification no.)
organization)
111 SOUTH ROHLWING ROAD
ADDISON, IL 60101
(Address of principal executive offices)
MINUTEMAN INTERNATIONAL, INC.
2000 RESTRICTED STOCK PLAN
(Full title of the plan)
Frank R. Reynolds
Reynolds & Reynolds, Ltd.
111 W. Washington St., Suite 1631
Chicago, Illinois 60602
(Name and address of agent for service)
Telephone: (312) 331-4312
(Telephone number, including area code, of agent for service)
---------------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------------------
TITLE OF SECURITIES TO AMOUNT TO BE PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF REGISTRATION
BE REGISTERED REGISTERED OFFERING PRICE PER AGGREGATE OFFERING FEE
SHARE (1) PRICE (1)
- -------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, no par 150,000 $8.75 $1,312,000.00 $346.00
value
- -------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) Estimated solely for the purpose of calculating the registration fee on
the basis of the average high and low prices of the Common Stock as
reported by the National Association of Securities Dealers Automated
Quotation System on April 27, 2000.
<PAGE> 2
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
ITEM 1. PLAN INFORMATION.
Not required to be included herewith.
ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.
Not required to be included herewith.
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 by Minuteman International, Inc. (the "Company") are incorporated by
reference in this Registration Statement:
(1) Annual Report on Form 10-K for the fiscal year ended December 31,
1999;
(2) Quarterly Report on Form 10-Q for the quarter ended March 31,
2000;
(3) Proxy Statement for the Annual Meeting of Shareholders held April
18, 2000.
In addition to the foregoing, all documents subsequently filed by the
Company pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act") prior to the filing of a
post-effective amendment which indicates that all securities registered
hereunder have been issued or which deregisters all securities offered then
remaining unsold, shall be deemed incorporated by reference in this Registration
Statement and to be a part hereof from the date of the filing of such documents.
Any statement, including financial statements, contained in a document
incorporated or deemed to be incorporated by reference herein or in any other
subsequently filed document which also is or is deemed to be incorporated by
reference herein modifies or supersedes such statement. Any such statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this Registration Statement.
ITEM 4. DESCRIPTION OF SECURITIES.
As of March 31, 2000, the planned offering consists of 150,000 shares
of the Common Stock of the Company, no Par Value.
<PAGE> 3
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Frank R. Reynolds, a director of the Company, is a principal in the law
firm of Reynolds and Reynolds, Ltd., and has served as legal counsel for the
Company since 1975. It is anticipated that he will perform legal services for
the Company in 2000 as well. During the year ended December 31, 1999, the
Company paid $66,000 in legal fees to his firm.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Sec. 8.75 of the Illinois Business Corporation Act provides that a
corporation may indemnify directors and officers for expenses reasonably
incurred in defending an action brought against them based on their actions in
that capacity if such person acted in good faith and in a manner he or she
reasonably believed to be in, or not opposed to the best interests of the
corporation, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his or her conduct was unlawful. A corporation may
indemnify a director or officer in a derivative suit if such person acted in
good faith and in a manner he or she reasonably believed to be in, or not
opposed to, the best interests of the corporation, unless such person has been
adjudged to have been liable to the corporation. A corporation may purchase
directors and officers' insurance ("D&O Insurance") whether or not the
corporation would have the power to indemnify such person against such liability
under the provisions of this Section. ARTICLES OF INCORPORATION
By Amendment dated February 10, 1987, the shareholders amended Article
Eight of the Articles of Incorporation to read:
The Corporation shall indemnify any officer and director who
was or is a party to or is threatened to be made a party to any
threatened, pending or completed action, suit or proceedings, whether
civil, criminal, administrative or investigative (other than an action
by or in the right of the corporation) by reason of the fact that he is
or was a director or officer of the corporation to the fullest extent
as provided in the Illinois Business Corporation Act of 1983 and as
amended from time to time.
The Corporation shall, to the full extent permitted by the
Illinois Corporation Act of 1983 as amended and to the full extent as
amended in the future, indemnify all directors and officers pursuant to
the provisions thereto.
INSURANCE
The Company has entered into a contract with Great American Insurance
Company for D&O Insurance. The policy covers the Company up to $7,000,000 each
year for amounts that the Company pays to its directors and officers as
indemnification under the Company's Articles of Incorporation.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
3
<PAGE> 4
Not applicable.
ITEM 8. EXHIBITS.
The following exhibits are filed as part of this Registration
Statement:
4.1 Form of Minuteman International, Inc. 2000 Restricted Stock
Plan.
4.2 Form of Restricted Stock Award Agreement.
5 Opinion of Reynolds & Reynolds, Ltd. regarding Company Common
Stock.
23.1 Consent of Reynolds & Reynolds, Ltd. (included in Exhibit 5).
23.2 Consent of Ernst & Young LLP.
24 Power of Attorney of Jerome E. Rau, Thomas J. Nolan, Tyll
Necker, Frederick W. Hohage, Frank R. Reynolds, James C.
Schrader, Jr. and Gregory J. Rau (included on signature page).
ITEM 9. UNDERTAKINGS.
1. The Company hereby undertakes:
(1) To file, during any period in which offers or sales are being
made of the securities registered hereby, a post-effective
amendment to this Registration Statement to include any
material information with respect to the plan of distribution
not previously disclosed in this Registration Statement or any
material change to such information in this Registration
Statement.
(2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be
deemed to be a new registration statement relating to the
securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain
unsold at the termination of the offering.
(4) That, for purposes of determining any liability under the
Securities Act, each filing of the Company's annual report
pursuant to Section 13(a) or Section 15(d) of the Exchange Act
(and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Exchange
Act) that is incorporated by reference in this 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.
4
<PAGE> 5
2. Commission Position on Indemnification.
Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
Company pursuant to the foregoing provisions, or otherwise, the Company has been
advised that in the opinion of the Commission such indemnification is against
public policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the Company of expenses incurred or paid
by a director, officer or controlling person of the Company 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
Company will, unless in the opinion of its counsel the matter has been settled
by controlling precedent, submit to a court of appropriate jurisdiction the
question whether such indemnification by it is against public policy as
expressed in the Securities Act and will be governed by the final adjudication
of such issue.
5
<PAGE> 6
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 Addison, State of Illinois, on the 4th day of May,
2000.
MINUTEMAN INTERNATIONAL, INC.
By: /s/ Jerome E. Rau
---------------------------
Jerome E. Rau
Chairman of the Board
Chief Executive Officer
S-1
<PAGE> 7
Power of Attorney
We, the undersigned directors and executive officers of
MINUTEMAN INTERNATIONAL, INC., hereby severally constitute Jerome E. Rau and
Thomas J. Nolan, and each of them singly, our true and lawful attorneys with
full power to them and each of them to sign for us, and in our names in the
capacities indicated below, any and all amendments to this Registration
Statement filed with the Commission, hereby ratifying and confirming our
signatures as they may be signed by our said attorneys to any and all amendments
to said Registration Statement.
Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement has been signed by the following persons in the
capacities indicated on May 4, 2000.
<TABLE>
<CAPTION>
Signature Title
<S> <C>
/s/ Jerome E. Rau Chairman of the Board,
-------------------------------------- Chief Executive Officer and Director
Jerome E. Rau
/s/ Thomas J. Nolan Chief Financial Officer, Secretary & Treasurer
-------------------------------------- (Principal Financial Officer and Principal Accounting
Thomas J. Nolan Officer)
/s/ Tyll Necker Director
--------------------------------------
Tyll Necker
/s/ Frederick W. Hohage Director
--------------------------------------
Frederick W. Hohage
/s/ Frank R. Reynolds Director
--------------------------------------
Frank R. Reynolds
/s/ James C. Schrader, Jr. Director
--------------------------------------
James C. Schrader, Jr.
/s/ Gregory J. Rau Director
--------------------------------------
Gregory J. Rau
</TABLE>
S-2
<PAGE> 8
EXHIBIT INDEX
Exhibit Number Description Page
-------------- ----------- ----
4.1 Form of Minuteman International,
Inc. 2000 Restricted Stock Plan
4.2 Form of Restricted Stock Award
Agreement
5 Opinion of Reynolds & Reynolds,
Ltd. regarding Company Common Stock
23.2 Consent of Ernst & Young LLP
S-2
<PAGE> 1
Exhibit 4.1
MINUTEMAN INTERNATIONAL, INC.
2000 RESTRICTED STOCK PLAN
The Minuteman International, Inc. 2000 Restricted Stock Plan (the
"Plan") was adopted by the Board of Directors of Minuteman International, Inc.
(the "Company"), effective as of January 1, 2000 and was approved by the Board
of Directors (the "Board") on October 20, 1999. The Plan shall remain in effect
through December 31, 2009. After the termination of the Plan, no further Awards
may be granted; however, outstanding Awards shall remain in effect in accordance
with their terms and the terms of the Plan.
1. Purpose
The purpose of the Plan is to attract and retain the services of key
management employees of the Company and to provide such persons with a
proprietary interest in the Company through the granting of restricted stock
that will increase the interest of such persons in the Company's welfare,
furnish an incentive to such persons to continue their services for the Company
and provide a means through which the Company may attract able persons as
employees.
2. Definitions
"Award" means an award or grant made to a Participant under Section 7.
"Award Agreement" means the agreement provided in connection with an
Award under Section 13.
"Award Date" means the date that an Award is made, as specified in an
Award Agreement. Generally, this date shall be within thirty (30) days from the
date the Company files its Form 10-K with the Securities and Exchange
Commission.
"Board" means the Board of Directors of the Company.
"CEO" means the chief executive officer of the Company.
"Change of Control" means any of the following: (i) any consolidation,
merger or share exchange of the Company in which the Company is not the
continuing or surviving corporation or pursuant to which the shares of Common
Stock would be converted into cash, securities or other property, other than a
consolidation, merger or share exchange of the Company in which the holders of
Common Stock immediately prior to such transaction have the same proportionate
ownership of Common Stock of the surviving corporation immediately after such
transaction; (ii) any sale, lease, exchange or other transfer (excluding
transfer by way of pledge or hypothecation) in one transaction or a series of
related transactions, of all or substantially all of the assets of the Company;
(iii) the stockholders of the Company approve any plan or proposal for the
liquidation or dissolution of the Company; (iv) the cessation of control (by
virtue of their not constituting a majority of directors) of the Board by the
individuals (the "Continuing Directors") who (x) at the date of this Plan were
directors or
<PAGE> 2
(y) become directors after the date of this Plan and whose election or
nomination for election by the Company's stockholders was approved by a vote of
at least two-thirds of the directors then in office who were directors at the
date of this Plan or whose election or nomination for election was previously so
approved; (v) the acquisition of beneficial ownership (within the meaning of
Rule 13d-3 under the 1934 Act) of an aggregate of 20% of the voting power of the
Company's outstanding voting securities by any person or group (as such term is
used in Rule 13d-5 under the 1934 Act) who beneficially owned less than 15% of
the voting power of the Company's outstanding voting securities on the date of
this Plan, provided, however, that notwithstanding the foregoing, an acquisition
shall not constitute a Change of Control hereunder if (x) the acquirer is a
trustee or other fiduciary holding securities under an employee benefit plan of
the Company and acting in such capacity, (y) the acquirer is any other person
whose acquisition of shares of voting securities is approved in advance by a
majority of the Continuing Directors or (z) the acquisition is made from
Hako-Werke International GmbH ("Hako-Werke") or an affiliate of Hako-Werke; or
(vi) in a Title 11 bankruptcy proceeding the appointment of a trustee or the
conversion of a case involving the Company to a case under Chapter 7.
"Code" means the Internal Revenue Code of 1986, as amended, or any
successor legislation.
"Committee" means the committee appointed or designated by the Board to
administer the Plan.
"Common Stock" means the common stock which the Company is currently
authorized to issue or may in the future be authorized to issue.
"Dividend Equivalent" means an amount equal to the amount of the cash
dividends that are declared and become payable after the Award Date for the
Award to which it relates and on or before the date upon which payment thereof
is to be made.
"Employee" means a common-law employee of the Company.
"Fair Market Value" of a share of Common Stock is the mean of the
highest and lowest prices per share on the NASDAQ Exchange Consolidated Tape, or
such reporting service as the Committee may select, on the appropriate date, or
in the absence of reported sales on such day, the most recent previous day for
which sales were reported.
"1934 Act" means the Securities Exchange Act of 1934, as amended, or
any successor legislation.
"Participant" means an Employee or officer of the Company who has been
selected by the Committee to receive an Award under the Plan.
"Plan" means the Minuteman International, Inc. 2000 Restricted Stock
Plan, as amended from time to time.
"Restricted Stock" means shares of Common Stock subject to restrictions
and conditions pursuant to Section 7.
"Retirement" means the Participant's termination of employment with the
Company at a time
<PAGE> 3
that is determined by the Committee to be retirement; and
"Total Disability" means the permanent inability of the Participant,
which is a result of accident or sickness, to perform such Participant's
occupation or employment for which the Participant is suited by reason of the
Participant's previous training, education and experience and which results in
the termination of the Participant's employment with the Company.
3. Plan Administration
(a) The Committee shall be responsible for administering the Plan.
(i) Composition of the Committee. The Committee shall be
comprised of the entire Board or a committee of two or more members of
the Board, all of whom shall be "non-employee directors" as defined in
Rule 16b-3.
(ii) Powers. The Committee shall have full and exclusive
discretionary power to interpret the Plan and to adopt such rules,
regulations and guidelines for administering the Plan as the Committee
may deem necessary or proper. Such power shall include, but not be
limited to, establishing all Award terms and conditions and, subject to
Section 13, adopting modifications and amendments to the Plan or any
Award Agreement, including without limitation, any that are necessary
to comply with the laws of the countries in which the Company or its
affiliates operate.
(iii) Delegation. The Committee may delegate to one more of
its members or to one or more agents or advisors such non-discretionary
administrative duties as it may deem advisable, and the Committee or
any person to whom it has delegated duties as aforesaid may employ one
or more persons to render advice with respect to any responsibility the
Committee or such persons may have under the Plan.
(b) The Committee may employ attorneys, consultants, accountants and
other persons, and the Committee, the Company and its officers and directors
shall be entitled to rely upon the advice, opinions or valuations of any such
persons. All actions taken and all interpretations and determinations made by
the Committee in good faith shall be final and binding upon the Participants,
the Company and all other interested persons. No member of the Committee shall
be personally liable for any action, determination, or interpretation made in
good faith with respect to the Plan or Awards, and all members of the Committee
shall be fully protected by the Company, to the fullest extent permitted by
applicable law, in respect to any such action, determination and interpretation.
4. Eligibility
Notwithstanding anything contrary in the Plan, for purposes of
determining eligibility for participation in the Plan, the CEO shall have full
and exclusive discretionary power to determine eligibility. However, with
respect to the CEO, eligibility to participate in the Plan shall be determined
by the Board.
Any Employee whose judgment, initiative and efforts contributed or may
be expected to
<PAGE> 4
contribute to the successful performance of the Company is eligible to
participate in the Plan. The Committee, upon its own action, may grant, but
shall not be required to grant, an Award to any Employee. Awards may be granted
by the Committee at any time and from time to time to new Participants, or then
Participants, or to the greater or lesser number of Participants, and may
include or exclude previous Participants, as the Committee shall determine. The
Committee's determinations under the Plan (including without limitation the
form, amount and timing of such Awards, the terms and provisions of such Awards
and the Award Agreements evidencing the same) need not be uniform and may be
made by it selectively among Employees who receive, or are eligible to receive,
Awards under the Plan.
5. Authorized Awards; Limitations
(a) Except for adjustments pursuant to Section 6, the maximum number of
shares of Common Stock that shall be available for issuance under the Plan shall
be 150,000.
(b) If an Award expires unexercised or is forfeited, surrendered,
canceled, terminated or settled in cash in lieu of Common Stock, the shares of
Common Stock that were theretofore subject (or potentially subject) to such
Award may again be made subject to an Award Agreement.
6. Adjustments and Reorganizations
In the event of any merger, reorganization, consolidation,
recapitalization, separation, liquidation, stock dividend, extraordinary
dividend, spin-off, split-off, rights offering, share combination, or other
change in the corporate structure of the Company affecting the Common Stock, the
number and kind of shares that may be delivered under the Plan shall be subject
to such adjustment as the Committee, in its sole discretion, may deem
appropriate, and the number and kind and price of shares subject to outstanding
Awards and any other terms of outstanding Awards shall be subject to such
adjustment as the Committee, in its sole discretion, may deem appropriate.
In the event of a Change in Control, then, notwithstanding any other
provision in this Plan to the contrary, all restriction periods applicable to
Awards of Restricted Stock shall automatically expire. The determination of the
Committee that any of the foregoing conditions has been met shall be binding and
conclusive on all parties.
7. Restricted Stock Awards
(a) Restricted Stock. The Committee may award Restricted Stock to any
Participant. Awards of Restricted Stock shall be subject to such conditions and
restrictions as are established by the Committee and set forth in the Award
Agreement, which may include, but are not limited to, continued service with the
Company, achievement of specific business objectives, and other measurements of
individual or Company performance.
(b) The Committee may also, in its sole discretion, shorten or
terminate the restricted period or waive any other conditions for the lapse of
restrictions with respect to all or any portion of any Award. Notwithstanding
the foregoing, all restricted periods shall terminate and the Awards shall be
fully vested with respect to any Participant upon the Participant's Retirement,
death or Total Disability,
<PAGE> 5
coincident with termination of employment with the Company.
8. Vesting.
(a) A Participant shall become vested in his Award under the
following schedule:
One year of service 33-1/3%
Two years of service 66-2/3%
Three years of service 100%
(b) Upon a Participant's death or disability or upon a Change in
Control, an Award shall become 100% vested.
9. Forfeitures.
If a Participant terminates employment, except due to death or Total
Disability, prior to the end of the three year vesting period, such Participant
shall forfeit the non-vested portion of his Award.
10. Dividends
The Committee may provide in the appropriate Award Agreement that
Dividend Equivalents may be paid currently in cash or credited to a
Participant's account for subsequent distribution as determined by the
Committee. The Award Agreement may provide for the reinvestment of Dividend
Equivalents in shares of Common Stock.
11. Deferrals and Settlements
Settlement of Awards may be in the form of cash, Common Stock, other
Awards, or in combinations thereof as the Committee shall determine, and with
such other restrictions as it may impose. The Committee may also require or
permit Participants to defer the issuance or vesting of shares or the settlement
of Awards under such rules and procedures as it may establish under the Plan.
The Committee may also provide that deferred settlements include the payment or
crediting of interest on, the deferral amounts or the payment or crediting of
Dividend Equivalents on deferred settlements denominated in shares.
12. Transferability and Beneficiaries
No Awards under the Plan shall be assignable, alienable, saleable or
otherwise transferable other than by will or the laws of descent and
distribution, or pursuant to a qualified domestic relations order (as defined by
the Code) or Title I of the Employee Retirement Income Security Act, or the
rules thereunder.
13. Award Agreements
Awards under the Plan shall be evidenced by Award Agreements that set
forth the details, conditions and limitations for each Award, which may include
the term of an Award and the provisions
<PAGE> 6
applicable in the event the Participant's employment terminates.
14. Amendments; Compliance with Applicable Laws
The Committee may suspend, terminate, or amend the Plan as it deems
necessary or appropriate to better achieve the purposes of the Plan, except
that, if shareholder approval is necessary in order for any such amendment to
comply with any applicable tax or regulatory requirements, including for these
purposes, any approval requirement which is a prerequisite for exemptive relief
under Section 16b of the 1934 Act, no such amendment shall be made without the
approval of the Company's shareholders.
15. Tax Withholding
The Company shall have the right to (i) make deductions from any
settlement of an Award made under the Plan, including the delivery or vesting of
shares, or require shares or cash or both be withheld from any Award, in each
case in an amount sufficient to satisfy withholding of any federal, state or
local taxes required by law, or (ii) take such other action as may be necessary
or appropriate to satisfy any such withholding obligations. The Committee may
determine the manner in which such tax withholding may be satisfied, and may
permit shares of Common Stock (rounded up to the next whole number) to be used
to satisfy required tax withholding based on the Fair Market Value of any such
shares of Common Stock.
16. Other Company Benefit and Compensation Programs
Unless otherwise specifically determined by the Committee, settlements
of Awards received by a Participant under the Plan shall not be deemed a part of
the Participant's regular, recurring compensation for purposes of calculating
payments or benefits from any Company benefit plan, severance program or
severance pay law of any country. Further, the Company may adopt other
compensation programs, plans or arrangements as it deems appropriate or
necessary.
17. Unfunded Plan
Unless otherwise determined by the Committee, the Plan shall be
unfunded and shall not create (or be construed to create) a trust or separate
fund or funds. The Plan shall not establish any fiduciary relationship between
the Company and any Participant or other person. To the extent any person holds
any rights by virtue of an Award granted under the Plan, such right (unless
otherwise determined by the Committee) shall be no greater than the right of an
unsecured general creditor of the Company.
18. Future Rights
No person shall have any claim or right to be granted an Award under
the Plan, and no Participant shall have any right under the Plan to be retained
in the employment of the Company or its affiliates.
19. Governing Law
The validity, construction and effect of the Plan, and any actions
taken or relating to the Plan,
<PAGE> 7
shall be determined in accordance with the laws of the State of Illinois and
applicable federal law.
20. Successors and Assigns
The Plan shall be binding on all successors and assigns of a
Participant, including, without limitation, the estate of such Participant and
the executor, administrator or trustee of such estate, or any receiver or
trustee in bankruptcy or representative of the Participant's creditors.
21. Rights as a Shareholder
Except as otherwise provided in any Award Agreement, a Participant
shall have no rights as a shareholder of the Company until he or she becomes the
holder of record of Common Stock.
22. Section 16b
No Award or other transaction shall be permitted under this Plan which
would have the effect of imposing liability on a Participant under Section 16 of
the 1934 Act. Irrespective of any other provision of this Plan or an Award
Agreement, any such Award or other transaction purportedly made under or
pursuant to this Plan shall be void, ab initio.
<PAGE> 8
IN WITNESS WHEREOF, the Company has caused the Plan to be
executed on its behalf by its respective officers thereunder duly authorized, on
this day and year set forth below.
MINUTEMAN INTERNATIONAL, INC.
Date: ________________________ _________________________________
By: _____________________________
Its: ____________________________
<PAGE> 1
Exhibit 4.2
MINUTEMAN INTERNATIONAL, INC. 2000 RESTRICTED STOCK PLAN
Restricted Stock Award Agreement
- ------------------------------
Participant
Pursuant to the provisions of the Minuteman International, Inc. 2000 Restricted
Stock Plan (the "Plan"), you were granted an Award (as that term is defined in
the Plan) of ________ shares of Common Stock (as that term is defined in the
Plan) of Minuteman International, Inc. (the "Restricted Shares"), on
_________________, ______ (the "Award Date") by Minuteman International, Inc.
(the "Company"). The restricted period applicable to the Award begins on the
Award Date and ends upon your retirement or at a time of any approved
termination (the "Restricted Period"). During the Restricted Period, and until
all conditions imposed on the shares are satisfied, the Award of shares are
restricted in that they will be held by the Company and may not be sold,
transferred, pledged or otherwise encumbered, tendered or exchanged, or disposed
of, by you unless otherwise provided by the Plan. However, you will be entitled
to receive, subject to withholding for taxes, dividends (which for tax purposes
will generally be treated as ordinary compensation) payable on the Restricted
Shares, which the Company may require to be reinvested in additional shares of
common stock subject to the same restrictions as the shares on which such
dividends are paid. You may vote the Award of shares for as long during the
Restricted Period as you are continuously employed by the Company. If you remain
employed by the Company throughout the Restricted Period and all conditions are
satisfied, or if your employment terminates before the expiration of the
Restricted Period as a result of your retirement, death or total disability, the
restrictions will lapse, and the Award of shares will be delivered to you (or
your beneficiary), subject to withholding for taxes. Generally, if your
employment terminates for any other reason before the expiration of the
Restricted Period, you will forfeit the Award of shares unless the Committee (as
that term is defined in the Plan) determines otherwise. You agree that the term
"Restricted Shares" shall include any shares or other securities which you may
receive or be entitled to receive as a result of the ownership of the original
Restricted Shares, whether they are issued as a result of a share split, share
dividend, recapitalization, or other subdivision or consolidation of shares
effected without receipt of consideration by the Company or the result of the
merger or consolidation of the Company, or sale of assets of the Company.
You will generally be taxed on the value of the Award of shares on the date the
restrictions lapse. However, as an alternative, you may elect under Internal
Revenue Code Section 83(b) to be taxed on the value of the Award of shares on
the Award Date, identified above. Whether it is beneficial for you to make this
election should be determined after consultation with your personal tax advisor.
If you make this election, the value of the Award of shares will be taxable to
you in the year of the Award Date, rather than in the year that the restrictions
lapse. If you choose to make this election, you must so notify the Company in
writing, file the election with the Internal Revenue Service within thirty (30)
days after the Award Date, and promptly pay the Company the amount it determines
is needed to satisfy tax withholding requirements. You hereby agree that the
Restricted Shares shall be held by the Company during the Restricted Period.
<PAGE> 2
The Company shall have the right to deduct from any Award under the Plan, shares
or cash sufficient to satisfy any withholdings required by law, as provided in
the Plan.
As a condition of this Award, you are required to execute the acknowledgment at
the bottom of the enclosed copy of this Award notice and return the acknowledged
copy of this Award notice to the Company not later than thirty (30) days from
the Award Date. Also enclosed is a form by which you may designate a beneficiary
in the event of your death. This Award is subject to all of the definitions,
terms and conditions of the Plan, a copy of which is enclosed. In the event of
any discrepancy between the provisions of the Plan and this or any other
communication regarding the Plan, the provisions of the Plan control.
ATTEST: MINUTEMAN INTERNATIONAL, INC.
- -------------------------------------- ------------------------------------
ACCEPTED:
- -------------------------------------- Date:
Participant ------------------------------
- --------------------------------------
Social Security Number or National ID
- --------------------------------------
Address
- --------------------------------------
City/State/ Zip/Country
<PAGE> 1
EXHIBIT 5: Opinion of Counsel
May 1, 2000
Board of Directors
Minuteman International, Inc.
111 South Rohlwing Road
Addison, IL 60101
Re: Minuteman International, Inc. 2000 Restricted Stock Plan (the "Plan")
Gentlemen:
We are legal counsel to Minuteman International, Inc. (the
"Company"). In that capacity, we are familiar with the Registration Statement on
Form S-8 (the "Registration Statement") being filed under the Securities Act of
1933, as amended (the "Act"), on or about the date of this letter to register
150,000 shares of common stock, without par value per share (the "Shares"), of
the Company which may from time to time be offered and sold by the Company in
connection with the Plan.
We have examined originals or copies, certified or otherwise, of such
documents, evidence of corporate action and instruments, as we have deemed
necessary or advisable for the purpose of rendering this opinion. As to
questions of fact relevant to this opinion, we have relied upon certificates or
written statements from officers and other appropriate representatives of the
Company and its subsidiaries or public officials. In all such examinations we
have assumed the genuineness of all signatures, the authority to sign and the
authenticity of all documents submitted as originals.
Based upon and subject to the foregoing, we are of the opinion that
the Shares that will be originally issued under the Plan have been duly
authorized and, when issued pursuant to and in accordance with the Plan, will be
legally issued, fully paid and non-assessable.
We hereby consent to the use of our name in the Registration
Statement and to the filing, as an exhibit to the Registration Statement, of
this opinion. In giving this consent, we do not hereby admit that we are in the
category of persons whose consent is required under Section 7 of the Act, or the
rules and regulations of the Securities and Exchange Commission.
Very truly yours,
REYNOLDS & REYNOLDS, LTD.
<PAGE> 1
Exhibit 23.2
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation of our report dated February 8, 2000,
with respect to the consolidated financial statements and schedules of Minuteman
International, Inc. included in its Annual Report (Form 10-K) for the year ended
December 31, 1999, filed with the Securities Exchange Commission in the
Registration Statement (Form S-8 No._________) pertaining to the Minuteman
International, Inc. 2000 Restricted Stock Plan.
May 1, 2000 Ernst & Young LLP
Chicago, Illinois Chicago Illinois
