#S8_1195.DOC
99999-00151
As filed with the Securities and Exchange Commission on
November _, 1995.
Registration No. 33
_______
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________
FORM S-8 REGISTRATION
STATEMENT
UNDER
THE SECURITIES ACT OF 1933
______________
THE SHERWOOD GROUP, INC.
(Exact name of registrant as specified in its charter)
Delaware 22-2394480
(State or other jurisdiction (I.R.S. Employer
Identification No.)
of incorporation or organization)
One Exchange Plaza, New York, New York
10006
(Address of principal executive offices)
(Zip Code)
The Sherwood Group, Inc. 1995 Stock Option Plan
(Full title of the plan)
Mr. Dennis Marino
Executive Vice President and Chief Administrative
Officer The Sherwood Group, Inc.,
One Exchange Plaza, New York, New York 10006
(Name and address of agent for service)
(212) 482-4000
(Telephone number, including area code, of agent for service)
Copy to:
Frank E. Lawatsch, Jr., Esq.
Crummy, Del Deo, Dolan, Griffinger & Vecchione
One Riverfront Plaza
Newark, New Jersey 07102-5497
(201) 596-4500
CALCULATION OF REGISTRATION FEE
Proposed Proposed
Title of Maximum Maximum
Securities Amount to Offering Aggregate Amount of
to be be Price Per Offering
Registration
Registered Registered Share (1) Price (1) Fee
Common 767,200 $ $
$2,083
Stock, par shares 7.875 6,041,700
value $.01
per share
(2)
(1) Estimated solely for the purposes of calculating the
registration fee and based upon the number of shares reserved
for issuance under The Sherwood Group, Inc. 1995 Stock Option
Plan, on the basis of the average of the last sale price for
the Common Stock as quoted on the New York Stock Exchange on
November 21, 1995.
(2) Pursuant to Rule 416, there are also being registered
additional shares of Common Stock as may become issuable
pursuant to the anti-dilution provisions of the Plan.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item. 3. Incorporation of Documents by Reference.
The following documents previously filed by the
registrant with the Securities and Exchange Commission (the
"Commission") are incorporated by reference in this
Registration Statement:
(1) The registrant's Annual Report on Form
10K for the fiscal year ended May 31, 1995;
(2) The registrant's Quarterly Report on
Form 10-Q for the quarter ended August 31, 1995;
(3) The registrant's definitive Proxy
Statement dated September 18, 1995 for its Annual
Meeting of Stockholders;
(4) The description of the registrant's
common stock, par value $.01 per share (the
"Common Stock"), contained in the registrant's
Registration Statement filed on Form S-1, File No.
33-12904 as filed under the Securities Act of
1933, including any amendment or report filed for
the purpose of updating such description; and
(5) All documents subsequently filed by the
registrant pursuant to Sections 13(a), 13(c), 14
and 15(d) of the Securities Exchange Act of 1934,
prior to the filing of a post-effective amendment
which indicates that all securities offered have
been sold or which deregisters all securities then
remaining unsold, shall be deemed to be
incorporated by reference in this Registration
Statement and to be a part hereof from the
respective date of filing of such documents. Any
statement contained in a document incorporated by
reference herein is modified or superseded for all
purposes to the extent that a statement contained
in this Registration Statement or in any other
subsequently filed document which is incorporated
by reference modifies or replaces such statement.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
Sections 145 of the General Corporation Law of the
State of Delaware provides for the indemnification of officers
and directors under certain circumstances against expenses
incurred in successfully defending against a claim and
authorizes Delaware corporations to indemnify their officers
and directors under certain circumstances against expenses and
liabilities incurred in legal proceedings involving such
persons because of their being or having been an officer or
director.
Section 102(b) of the Delaware General Corporation
Law permits a corporation, by so providing in its certificate
of incorporation, to eliminate or limit director's liability to
the corporation and its stockholders for monetary damages
arising out of certain alleged breaches of their fiduciary
duty. Section 102(b)(7) provides that no such limitation of
liability may affect a director's liability with respect to any
of the following: (i) breaches of the director's duty of
loyalty to the corporation or its stockholders; (ii) acts or
omissions not made in good faith or which involve intentional
misconduct of knowing violations of law; (iii) liability for
dividends paid or stock repurchased or redeemed in violation of
the Delaware General Corporation Law; or (iv) any transaction
from which the director derived an improper personal benefit.
Section 102(b)(7) does not authorize any limitation on the
ability of the corporation or its stockholders to obtain
injunctive relief, specific performance or other equitable
relief against directors.
Article 7 of the Company's Restated Certificate of
Incorporation, provides that no director shall be personally
liable to the Company or any of its stockholders for monetary
damages for breach of his or her fiduciary duty as a director
except to the extent such elimination or limitation is
prohibited by the Delaware General Corporation Law. In
addition, Article 7 of the Company's Restated Certificate of
Incorporation provides in substance that, to the fullest extent
permitted by Delaware law, each director and officer shall be
indemnified by the Company against reasonable costs and
expenses, including attorneys fees, and any liabilities which
he or she may incur in connection with any action to which he
or she may be made a party by reason of his or her having been
a director or officer of the Company. The indemnification
provided by the Company's Restated Certificate of Incorporation
and By-laws is not deemed exclusive of or in any way to limit
any other rights to which any person seeking indemnification
may be entitled.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item. 8 Exhibits.
Exhibit No. Description
4.1 The Sherwood Group, Inc. 1995 Stock
Option Plan (the "Plan").
4.2 Certificate of Incorporation of
the Company, incorporated by
reference to Exhibit 3.1 of the
Company's Registration Statement
on Form S-1 No. 33-12904.
4.3 By-laws of the Company,
incorporated by reference to
Exhibit 3.2 of the Company's
Registration Statement on Form S-
1, No. 33-12904.
5 Opinion of Crummy, Del Deo,
Dolan,
Griffinger & Vecchione.
23.1 Consent of KPMG Peat Marwick LLP
23.2 Consent of Crummy, Del Deo,
Dolan,
Griffinger & Vecchione (included
in Exhibit 5).
24.1 Powers of Attorney (included on
Page II-6 of this Registration
Statement).
Item 9. Undertakings.
The undersigned registrant hereby undertakes:
To file, during any period in which offers or sales
are being made, a post-effective amendment to this
Registration Statement:
(i) To include any prospectus required by
section 10(a)(3) of the Securities Act of 1933;
(ii) 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;
(iii) 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)(i) and (a)(7)(ii)
do not apply if the information required to be included in a
posteffective 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.
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.
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.
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.
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 procedures, 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 Securities Act of 1933 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 Securities Act of
1933 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 New York, State of New York, on this 20th day of
November, 1995.
THE SHERWOOD GROUP, INC.
(Registran
t)
By: /s/ Dennis Marino
Dennis Marino,
Executive Vice President
and
Chief Administrative
Officer
Each person whose individual signature appears below
hereby authorizes each of or either of Arthur Kontos and Dennis
Marino and each of them, individually, as his true and lawful
attorneyin-fact with full power of substitution to execute in
the name and on behalf of each person, individually and in each
capacity stated below, and to file, any and all amendments to
this Registration Statement, including any and all post-
effective amendments thereto.
Pursuant to the requirements of the Securities Act of
1933, this Registration Statement has been signed by the
following persons in the capacities and on the dates indicated.
Signature Title Date
/s/ Arthur Kontos Vice Chairman of the November 20,
1995
Arthur Kontos Board, President and
Chief Executive Officer
/s/ James H. Lynch, Chairman of the Board November 20,
1995
Jr.
James H. Lynch, Jr.
/s/ Dennis Marino Executive Vice President November 20,
1995
Dennis Marino and Chief Administrative
Officer, Director
/s/ Richard J. Marino Senior Vice President, November 20,
1995
Richard J. Marino Chairman of the Board of
Sherwood Securities,
Director
/s/ Thomas Neumann Senior Vice President, November 20,
1995
Thomas Neumann Director
Director November 20,
1995
Ralph N. Del Deo
/s/ John P. Duffy Director November 20,
1995
John P. Duffy
/s/ Carl H. Hewitt Director November 20,
1995
Carl H. Hewitt
/s/ William Karsh Vice President and Chief November 20,
1995
William Karsh Financial Officer
Exhibit Index
Exhibit No. Description
Page
4.1 The Sherwood Group, Inc. 1995 Stock
Option Plan (the "Plan").
4.2 Restated Certificate of Incorporation
of the Company, incorporated by
reference to Exhibit 3.1 of the
Company's Registration Statement on
Form S-1, No. 12904.
4.3 By-laws of the Company, incorporated
by reference to Exhibit 3.2 of the
Company's Registration Statement on
Form S-1, No. 33-12904.
5 Opinion of Crummy, Del Deo, Dolan,
Griffinger & Vecchione
23.1 Consent of KPMG Peat Marwick
23.2 Consent of Crummy, Del Deo, Dolan,
Griffinger & Vecchione (included in
Exhibit 5)
24.1 Powers of Attorney (included on Page
II-6 of the Registration Statement).
EXHIBIT 4.1
THE SHERWOOD GROUP, INC.
1995 STOCK OPTION PLAN
SECTION 1. PURPOSE
The purpose of The Sherwood Group, Inc. Stock Option Plan
(the "Plan") is to provide an additional incentive to key
employees, independent contractors, agents and consultants
of The Sherwood Group, Inc. (the "Company") and its
subsidiaries, to aid in attracting and retaining employees,
independent contractors, agents and consultants of
outstanding ability, and to closely align their interests
with those of shareholders.
SECTION 2. DEFINITIONS
Unless the context clearly indicates otherwise, the
following terms, when used in this Plan, shall have the
meanings set forth in this Section 2.
(a) "Board" shall mean the Board of Directors of the
Company.
(b) "Change in Control". A change in control of the
Company shall be deemed to have occurred if, over the
initial opposition of the then-incumbent Board (whether or
not such Board ultimately acquiesces therein), (i) any
person or group of persons shall acquire, directly or
indirectly, stock of the Company having at least 25% of the
combined voting power of the Company's then-outstanding
securities, or (ii) any shareholder or group of shareholders
shall elect a majority of the members of the Board in each
case after January 1, 1995 (except persons or entities which
as of January 1, 1995 are identified as holders of 5% or
more beneficial owners of the Company's securities in the
Company's filings under the Securities Exchange Act of 1934,
as amended.
(c) "Code" shall mean the Internal Revenue Code of
1986 and the rules and regulations thereunder, as it or they
may be amended from time to time.
(d) "Committee" shall mean the Compensation Committee of
the Board or such other committee as may be designated by
the Board. The Committee shall consist of three or more
members of the Board who are not eligible to participate in
the Plan and who, within one year prior to their
appointment, have not been eligible to participate in the
Plan.
(e) "Date of Exercise" shall mean the earlier of the
date on which written notice of exercise, together with
payment in full, is received at the office of the Secretary
of the Company or the date on which such notice and payment
are mailed to the Secretary of the Company at its principal
office by certified or registered mail.
(f) "Employee" shall mean any employee or any officer of
the Company or any of its Subsidiaries, or any other person,
who
is an independent contractor, agent or consultant of the
Company or any of its Subsidiaries, and excluding any
director of the Company who is not otherwise an employee of
the Company. For the purposes of any provision of this Plan
relating to Incentive Stock Options, the term "Employee"
shall be limited to mean any employee (as that term is
defined under Code Section 3401(c)) or officer of the
Company or any of its Subsidiaries, but not any person who
is merely an independent contractor, agent or consultant of
the Company or any of its subsidiaries.
(g) "Fair Market Value" shall mean for any day the
mean of the highest and lowest selling prices of the Stock
as reported on the Composite Tape for securities traded on
the New York Stock Exchange.
(h) "Grantee" shall mean an Employee granted a Stock
Option.
(i) "Granting Date" shall mean the date on which the
Committee authorizes the issuance of a Stock Option for a
specified number of shares of Stock to a specified Employee.
(j) "Incentive Stock Option" shall mean a Stock Option
granted under the Plan which is properly qualified under the
provisions of Section 422 of the Code.
(k) "Nonqualified Stock Option" shall mean a Stock
Option granted within the Plan which is not an Incentive
Stock Option or otherwise qualified under similar tax
provisions.
(l) "Progressive Stock Options" shall mean either
Incentive Stock Options or Nonqualified Stock Options
granted pursuant to Section 5(j) of this Plan.
(m) "Stock" shall mean the Common Stock, as par value
$.01 per share, of the Company.
(n) "Stock Appreciation Right" shall mean a right
granted pursuant to the Plan to receive Stock, cash, or a
combination thereof, upon the surrender of the right to
purchase all or part of the shares of Stock covered by a
Stock Option.
(o) "Stock Option" shall mean an Incentive Stock
Option or Nonqualified Stock Option granted pursuant to the
Plan to purchase shares of Stock.
(p) "Subsidiary" shall mean any subsidiary corporation
as defined in Section 424(f) of the Code.
SECTION 3. SHARES OF STOCK SUBJECT TO THE PLAN
Subject to adjustment pursuant to Section 9, 630,000
767,200 shares of Stock shall be reserved for issuance upon
the exercise of Stock Options granted pursuant to this Plan.
Shares delivered under the Plan may be authorized and
unissued shares or issued shares held by the Company in its
treasury. If any Stock Options expire or terminate without
having been exercised, the shares of Stock covered by such
Stock Option shall become available again for the grant of
Stock Options hereunder. Similarly, if any Stock Options
are surrendered for cash pursuant to the provisions of
Section 7, the shares of Stock covered by such Stock Options
shall also become available again for the grant of Stock
Options hereunder. Shares of Stock covered by Stock Options
surrendered for Stock pursuant to Section 7, however, shall
not become available again for the grant of Stock Options
hereunder.
SECTION 4. ADMINISTRATION OF THE PLAN
(a) The Plan shall be administered by the Committee.
Subject to the express provisions of the Plan, the Committee
shall have authority to interpret the Plan, to prescribe,
amend and rescind rules and regulations relating to it, to
determine the terms and provisions of Stock Option grants,
and to make all other determinations necessary or advisable
for the administration of the Plan.
(b) It is intended that the Plan and any transaction
hereunder meet all of the requirements of Rule 16b-3
promulgated by the Securities and Exchange Commission, as
such rule is currently in effect or as hereafter modified or
amended, and all other applicable laws. If any provision of
the Plan or any transaction would disqualify the Plan or
such transaction under, or would not comply with, Rule 16b-3
or other applicable laws, such provision or transaction
shall be construed or deemed amended to conform to Rule 16b-
3 or such other applicable laws or otherwise shall be deemed
to be null and void, in each case to the extent permitted by
law and deemed advisable by the Committee.
(c) Any controversy or claim arising out of or related
to this Plan shall be determined unilaterally by and at the
sole discretion of the Committee.
SECTION 5. GRANTING OF STOCK OPTIONS
(a) Only key Employees shall be eligible to receive
Stock Options under the Plan. Directors of the Company who
are not also employees shall not be eligible for Stock
Options.
(b) The option price of each share of Stock subject to
an Incentive Stock Option shall be at least 100% of the Fair
Market Value of a share of the Stock on the Granting Date.
(c) The option price of each share of Stock subject to
a Nonqualified Stock Option shall be 100% of the Fair Market
Value of a share of the Stock on the Granting Date, or such
other price either greater than or less than the Fair Market
Value (but in no event less than the par value of the Stock)
as the Committee shall determine appropriate to the purposes
of the Plan and to the Company's total compensation program.
(d) The Committee shall determine and designate from
time to time those key Employees who are to be granted Stock
Options and whether the particular Stock Options are to be
Incentive Stock Options or Nonqualified Stock Options, and
shall also specify the number of shares covered by and the
option price per share of each Stock Option. Each Stock
Option granted under the Plan shall be clearly identified as
to its status as a Nonqualified Stock Option or an Incentive
Stock Option.
(e) The aggregate Fair Market Value (determined at the
time the Stock Option is granted) of the Stock with respect
to which Incentive Stock Options are exercisable for the
first time by any individual during any calendar year (under
all plans of the individual's employer corporation and its
parent and subsidiary corporations) shall not exceed
$100,000.
(f) A Stock Option shall be exercisable during such
period or periods and in such installments as shall be fixed
by the Committee at the time the Stock Option is granted or
in any amendment thereto; but each Stock Option shall expire
not later
than ten years from the Granting Date.
(g) The Committee shall have the authority to grant
both transferable Stock Options and nontransferable Stock
Options, and to amend outstanding nontransferable Stock
Options to provide for transferability. Each
nontransferable Stock Option intended to qualify under Rule
16b-3 or otherwise shall provide by its terms that it is not
transferable otherwise than by will or the laws of descent
and distribution and is exercisable, during the Grantee's
lifetime, only by the Grantee. Each transferable Stock
Option may provide for such limitations on transferability
and exercisability as the Committee may designate at the
time a Stock Option is granted or is otherwise amended to
provide for transferability.
(h) Stock Options may be granted to an Employee who
has previously received Stock Options or other options
whether such prior Stock Options or other options are still
outstanding, have previously been exercised or surrendered
in whole or in part, or are canceled in connection with the
issuance of new Stock Options.
(i) Subject to adjustment pursuant to Section 9, the
aggregate number of shares of Stock subject to Stock Options
granted to an Employee under the Plan during any calendar
year shall not exceed 50,000 300,000 shares.
(j) Without in any way limiting the authority of the
Committee to make grants of Stock Options under the Plan,
and in order to induce Employees to retain ownership of
Stock, the Committee shall have the authority (but not the
obligation) to include within any agreement reflecting a
Nonqualified Stock Option a provision entitling the Grantee
of such Nonqualified a Stock Option to a further
Nonqualified Stock Option (a "Progressive Stock Option") in
the event the Grantee exercises such Nonqualified Stock
Option evidenced by such agreement, in whole or in part, by
surrendering other shares of Stock in accordance with this
Plan and the terms and conditions of such agreement. Any
such Progressive Stock Option shall be for a number of
shares of Stock equal to the number of surrendered shares,
shall become exerciseable no sooner than six months after
the Granting Date of the Progressive Stock Option or such
longer period as the Committee may establish, shall have an
option price per share equal to one hundred percent (100%)
of the Fair Market Value of a share of Stock on the Granting
Date of the Progressive Stock Option, and shall be subject
to such other terms and conditions as the Committee may
determine.
(k) Notwithstanding the foregoing, the option price of
an Incentive Stock Option in the case of a Grantee who owns
more than ten percent of the total combined voting power of
all classes of stock of the Company or any of its
Subsidiaries, will not be less than one-hundred-ten percent
(110%) of the Fair Market Value of the Stock at the Granting
date and in the case of such a Grantee, the Incentive Stock
Option may be exercised no more than five years after the
Granting Date.
SECTION 6. EXERCISE OF STOCK OPTIONS
(a) Except as provided in Section 8, no Stock Option
may be exercised at any time unless the Grantee is an
Employee on the Date of Exercise and, in the case of holders
of Incentive Stock Options, has been an Employee at all
times during the period beginning on the Granting Date and
ending on the day 3 months before the date of such exercise.
(b) The Grantee shall pay the option price in full on
the Date of Exercise of a Stock Option in cash, by check, or
by delivery of full shares of Stock of the Company, duly
endorsed for transfer to the Company with signature
guaranteed, or by any combination thereof. Stock will be
accepted at its Fair Market Value on the Date of Exercise.
(c) Subject to the approval of the Committee, or of such
person to whom the Committee may delegate such authority
("its designee"), the Company may loan to the Grantee a sum
equal to an amount which is not in excess of 100% of the
purchase price of the shares of Stock acquired upon exercise
of a Stock Option, such loan to be evidenced by the
execution and delivery of a promissory note. Interest shall
be paid on the unpaid balance of the promissory note at such
times and at such rate as shall be determined by the
Committee or its designee. Such promissory note shall be
secured by the pledge to the Company of shares of Stock
having an aggregate purchase price on the date of purchase
equal to or greater than the amount of such note. A
Grantee shall have, as to such pledged shares of Stock, all
rights of ownership including the right to vote such shares
of Stock and to receive dividends paid on such shares of
Stock, subject to the security interest of the Company.
Such shares of Stock shall not be released by the Company
from the pledge unless the proportionate amount of the note
secured thereby has been repaid to the Company; provided,
however that shares of Stock subject to a pledge may be used
to pay all or part of the purchase price of any other option
granted hereunder or under any other stock incentive plan of
the Company under the terms of which the purchase price of
an option may be paid by the surrender of shares of Stock,
subject to the terms and conditions of this Plan relating to
the surrender of shares of Stock in payment of the exercise
price of an option. In such event, that number of the newly
purchased shares of Stock equal to the shares of Stock
previously pledged shall be immediately pledged as
substitute security for the pre-existing debt of the Grantee
to the Company, and thereupon shall be subject to the
provisions hereof relating to pledged shares of Stock. All
notes executed hereunder shall be payable at such times and
in such amounts and shall contain such other terms as shall
be specified by the Committee or its designee or stated in
the option agreement; provided, however, that such terms
shall conform to requirements contained in any applicable
regulations which are issued by any governmental authority.
SECTION 7. STOCK APPRECIATION RIGHTS
(a) The Committee may grant to any Employee, Stock
Appreciation Rights in connection with any Stock Option.
Stock Appreciation Rights may be granted at the time the
related Stock Option is granted or at any time thereafter up
to six months prior to the expiration of the related Stock
Option.
(b) Stock Appreciation Rights shall be exercisable at
such times and to the extent that the related Stock Option
shall be exercisable and only to the extent the Stock
Appreciation Right has a positive value, unless the
Committee specifies a more restrictive period.
(c) Upon the exercise of a Stock Appreciation Right, the
Grantee shall surrender the related Stock Option or a
portion thereof and shall be entitled to receive payment of
an amount determined by multiplying the number of shares as
to which the
Stock Option rights are surrendered by the difference
obtained by subtracting the exercise price per share of the
related Stock Option from the Fair Market Value of a share
of Stock on the Date of Exercise of the Stock Appreciation
Right.
(d) Payment of the amount determined under Section
7(c) shall be made in Stock, in cash, or partly in cash and
partly in Stock as the Committee shall determine in its sole
discretion.
(e) Except as provided in Section 10(b), the exercise
of a Stock Appreciation Right for cash may be made only
during the period beginning on the third business day
following the release of quarterly or annual financial data
and ending on the twelfth business day following such date.
SECTION 8. TERMINATION OF EMPLOYMENT
Except as otherwise provided by the Committee at the time
the Stock Option is granted or any amendment thereto, if a
Grantee ceases to be an Employee then:
(a) if termination of employment is voluntary or
involuntary without cause, the Grantee may exercise each
Stock Option held by the Grantee within three months after
such termination (but not after the expiration date of the
Stock Option) to the extent of the number of shares subject
to the Stock Option which are purchasable pursuant to its
terms at the date of termination;
(b) if termination is for cause, all Stock Options
held by the Grantee shall be canceled as of the date of
termination;
(c) subject to the provisions of Section 8(d), if
termination is (i) by reason of retirement at a time when
the Grantee is entitled to the current receipt of benefits
under any retirement plan maintained by the Company or any
Subsidiary, or (ii) by reason of disability, each Stock
Option held by the Grantee may be exercised by the Grantee
at any time (but not after the expiration date of the Stock
Option) (within one year of termination in the case of
Incentive Stock Options) to the extent of the number of
shares subject to the Stock Option which were purchasable
pursuant to its terms at the date of termination;
(d) if termination is by reason of the death of the
Grantee, or if the Grantee dies after retirement or
disability as referred to in Section 8(c), each Stock Option
held by the Grantee may be exercised by the Grantee's
estate, or by any person who acquires the right to exercise
the Stock Option by reason of the Grantee's death, at any
time within a period of three years after death (but not
after the expiration date of the Stock Option) to the extent
of the total number of shares subject to the Stock Option
which were purchasable pursuant to its terms at the date of
termination; or
(e) if the Grantee should die within three months after
voluntary termination of employment or involuntary
termination without cause, as contemplated in Section 8(a),
each Stock Option held by the Grantee may be exercised by
the Grantee's estate, or by any person who acquires the
right to exercise by reason of the Grantee's death, at any
time within a period of one year after death (but not after
the expiration date of the Stock Option) to the extent of
the number of shares subject to the Stock Option which were
purchasable pursuant to its terms at the date of
termination.
SECTION 9. ADJUSTMENTS
In the event of any merger, consolidation,
reorganization, recapitalization, stock dividend, stock
split or other change in the corporate structure or
capitalization affecting the Stock, there shall be an
appropriate adjustment made by the Board in the number and
kind of shares that may be granted in the aggregate and to
individual Employees under the Plan, the number and kind of
shares subject to each outstanding Stock Option and Stock
Appreciation Right and the option prices.
SECTION 10. TENDER OFFER; CHANGE IN CONTROL
(a) A Stock Option shall become immediately
exercisable to the extent of the total number of shares
subject to the Stock Option in the event of (i) a tender
offer by a person or persons other than the Company for all
or any part of the outstanding Stock if, upon consummation
of the purchases contemplated, the offeror or offerors would
own, beneficially or of record, an aggregate of more than
25% of the outstanding Stock, or (ii) a Change in Control of
the Company.
(b) The Committee may authorize the payment of cash upon
the exercise of a Stock Appreciation Right during a period
(i) beginning on the date on which a tender offer as
described in (a), above, is first published or sent or given
to holders of Stock and ending on the date which is seven
days after its termination or expiration, or (ii) beginning
on the date on which a Change in Control of the Company
occurs and ending on the twelfth business day following such
date.
SECTION 11. GENERAL PROVISIONS
(a) Each Stock Option shall be evidenced by a written
instrument containing such terms and conditions, not
inconsistent with this Plan, as the Committee shall approve.
(b) The granting of a Stock Option in any year shall not
give the Grantee any right to similar grants in future years
or any right to be retained in the employ of the Company or
any Subsidiary or interfere in any way with the right of the
Company or such Subsidiary to terminate an Employee's
employment at any time.
(c) Notwithstanding any other provision of the Plan,
the Company shall not be required to issue or deliver any
certificate or certificates for shares of Stock under the
Plan prior to fulfillment of all of the following
conditions:
(i) The listing, or approval for listing upon
notice of issuance, of such shares on the New York Stock
Exchange;
(ii) Any registration or other qualification of
such shares under any state or federal law or regulation, or
the maintaining in effect of any such registration or other
qualification which the Committee may, in its discretion
upon the advice of counsel, deem necessary or advisable; and
(iii) The obtaining of any other consent,
approval or permit from any state or federal governmental
agency which the Committee may, in its discretion upon the
advice of counsel, determine to be necessary or advisable.
(d) The Company shall have the right to deduct from any
payment or distribution under the Plan any federal, state or
local taxes of any kind required by law to be withheld with
respect to such payments or to take such other action as may
be necessary to satisfy all obligations for the payment of
such taxes. In case distributions are made in shares of
Stock, the Company shall have the right to retain the value
of sufficient shares of Stock to equal the amount of tax to
be withheld for such distributions or require a recipient to
pay the Company for any such taxes required to be withheld
on such terms and conditions prescribed by the Committee.
(e) No Grantee shall have any of the rights of a
shareholder by reason of a Stock Option until it is
exercised.
(f) This Plan shall be construed and enforced in
accordance with the laws of the State of Delaware (without
regard to the legislative or judicial conflict of laws rules
of any state), except to the extent superseded by federal
law.
SECTION 12. AMENDMENT AND TERMINATION
(a) The Plan shall terminate on August 1, 2005 and no
Stock Option shall be granted hereunder after that date,
provided that the Board may terminate the Plan at any time
prior thereto.
(b) The Board may amend the Plan at any time without
notice, provided however, that the Board may not, without
prior approval by the shareholders, (i) increase the maximum
number of shares of Stock for which Stock Options may be
granted (except as contemplated by the provisions of Section
9), (ii) materially increase the benefits accruing to
participants under the Plan or (iii) materially modify the
requirements as to eligibility for participation in the
Plan.
(c) No termination or amendment of the Plan may,
without the consent of a Grantee to whom a Stock Option
shall theretofore have been granted, adversely affect the
rights of such Grantee under such Stock Option.
SECTION 13. EFFECTIVE DATE AND SHAREHOLDERS' APPROVAL
The Plan shall become effective as of August 30,October
24, 1995, subject to upon its approval by the affirmative
votes of the holders of a majority of the securities of the
Company present, or represented, and entitled to vote
thereon at the Annual Meeting of Shareholders of the Company
or any adjournment or postponement thereof.
The Sherwood Group, Inc.
November 21, 1995
Page 2
EXHIBIT 5
November 21,
1995
The Sherwood Group, Inc.
Exchange Place Centre
10 Exchange Place - 15th Floor
Jersey City, New Jersey 07302-3913
Re: The Sherwood Group, Inc. 1995 Stock Option
Plan
Gentlemen:
We have acted as counsel to The Sherwood Group, Inc. (the
"Company") in connection with all proceedings relating to the
authorization and proposed issuance and sale by you of shares
of common stock, par value $.01 per share ("Common Stock") upon
the exercise of stock options granted pursuant to The Sherwood
Group, Inc. 1995 Stock Option Plan (the "Plan"), as described
in the Registration Statement on Form S-8 (the "Registration
Statement"), filed by you with the Securities and Exchange
Commission under the Securities Act of 1933, as amended (the
"Act").
Based upon our examination of such documents and
proceedings as we have deemed necessary and pertinent, we are
of the opinion that:
1. The Sherwood Group, Inc. (the "Company") is a
corporation duly organized and existing under the laws of the
State of Delaware;
2. The Plan has been duly authorized and approved by the
Board of Directors and the stockholders of the Company;
3. The shares of Common Stock reserved by the Board of
Directors of the Company for issuance upon the exercise of
stock options granted under the Plan have been duly authorized;
4. When the shares of Common Stock are issued upon the
due exercise of stock options granted in accordance with the
Plan, such shares of Common Stock will be duly and validly
issued and outstanding and will be fully paid and non-
assesable.
We hereby consent to the filing of this opinion as an
exhibit to the Registration Statement and to the use of our
name under the caption "Legal Opinions" in the Prospectus
forming a part of the Registration Statement.
Very truly yours,
CRUMMY, DEL DEO, DOLAN,
GRIFFINGER & VECCHIONE
A Professional
Corporation
#0014259.01
78555-21325
Exhibit 23.1
The Board of Directors
The Sherwood Group, Inc. and Subsidiaries
We consent to the incorporation by reference herein of our
report dated July 31, 1995, with respect to the consolidated
statements of financial condition of The Sherwood Group,
Inc. and Subsidiaries as of May 31, 1995 and 1994, and the
related consolidated statements of income, stockholders'
equity, and cash flows for each of the years in the three-
year period ended May 31, 1995, which report appears in the
Form 10-K of The Sherwood Group, Inc. and Subsidiaries dated
May 31, 1995.
KPMG Peat Marwick, LLP
New York, New York
November 15, 1995
