Registration Statement No. _________
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
____________________________
FORM S-8
Registration Statement Under the Securities Act of 1933
____________________________
Astro-Med, Inc.
(Exact name of issuer as specified in its charter)
Rhode Island 05-0318215
(State or other jurisdic- (I.R.S. Employer
tion of incorporation) Identification No.)
600 East Greenwich Avenue
West Warwick, Rhode Island
(401) 828-4000
(Address, including zip code, and telephone number,
including area code, of registrant's principal
executive offices)
1998 Non-Qualified Stock Option Plan
(Full title of the Plan)
Joseph P. O'Connell, Vice President, Chief Financial Officer and Treasurer
Astro-Med, Inc.
600 East Greenwich Avenue
West Warwick, RI 02893
(401) 828-4000
(Name, address, including zip code, and telephone number,
including area code, of agent for service of process)
Copy to:
Margaret D. Farrell, Esq.
Hinckley, Allen & Snyder
1500 Fleet Center
Providence, Rhode Island 02903
(401) 274-2000
If any of the securities being registered on this form are to be offered on a
delay or continuous basis pursuant to Rule 415 under the Securities Act of 1933
check the following box. [x]
Exhibit Index on Page 9.
<PAGE>
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CALCULATION OF REGISTRATION FEE
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Title of
Each Class of Proposed Proposed
Securities Amount Maximum Maximum Amount
to be to be Offering Price Aggregate Registration
Registered Registered Per Share(*) Offering Price Fee
_______________________________________________________________________________
Common Stock 400,000 $5.0625 $2,025,000 $597.38
(par value
$.05)
_______________________________________________________________________________
(*) Computed pursuant to Rule 457(h) solely for the purpose of determining the
registration fee, based on the average of the high and low prices of the
Registrant's Common Stock as reported by NASDAQ on August 27, 1998.
<PAGE>
PART II
INFORMATION NOT REQUIRED IN THE PROSPECTUS
Item 3. Incorporation of Certain Documents by Reference.
The following documents heretofore filed by Astro-Med, Inc. (the
"Registrant") with the Securities and Exchange Commission pursuant to the
Securities Exchange Act of 1934, as amended (the "Exchange Act") are
incorporated by reference in this Registration Statement:
(a) The Registrant's latest annual report on Form 10-K, or, if the
financial statements therein are more current, the Registrant's latest
prospectus, other than the prospectus of which this document is a part, filed
pursuant to Rule 424(b) under the Securities Act of 1933, as amended (the
"Securities Act").
(b) All other reports filed by the Registrant pursuant to Sections 13(a) or
15(d) of the Exchange Act since the end of the fiscal year covered by the annual
report or the prospectus referred to in (a) above.
(c) The description of the Registrant's Common Stock contained in the
Registrant's Registration Statement filed under Section 12 of the Exchange Act,
including any amendment or reports filed for the purpose of updating such
description.
All documents subsequently filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a
post-effective amendment to this Registration Statement which indicates that all
of the shares of Common Stock offered have been sold or which de-registers all
of such shares then remaining unsold, shall be deemed to be incorporated by
reference in this Registration Statement and to be a part hereof from the date
of filing of such documents. Any statement contained in a document incorporated
or deemed to be incorporated by reference herein shall be deemed to be modified
or superseded for purposes of this Registration Statement to the extent that a
statement contained 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.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Certain legal matters in connection with the validity of the shares of
Common Stock offered hereby have been passed upon for the Registrant by
Hinckley, Allen & Snyder, 1500 Fleet Center, Providence, Rhode Island 02903.
Margaret D. Farrell, a partner of Hinckley, Allen & Snyder, is the Secretary of
the Registrant. Certain retired partners of the firm of Hinckley, Allen & Snyder
own shares of the Registrant's Common Stock, as follows: (a) Edwin Torrance
directly owns 6,000 shares; and (b) Jacques Hopkins directly owns 4,250 shares
and indirectly owns 9,650 shares, 4,250 of which are owned by his wife and 5,400
of which are held in revocable trusts established by his adult children of which
his wife is co-trustee. In addition, Margaret D. Farrell and Jacques Hopkins are
joint Trustees of the Astro-Med Employee Stock Ownership Trust. As of January
31, 1998, the Employee Stock Ownership Trust owned 62,309 shares of Common Stock
of Astro-Med.
Item 6. Indemnification of Directors and Officers.
Section 7.1 of the Rhode Island Business Corporation Act authorizes
indemnification of directors and officers of Rhode Island corporations. Article
IX of the Registrant's by-laws (i) authorizes the indemnification of directors
and officers (the "Indemnified Persons") under specified circumstances to the
fullest extent authorized, (ii) provides for the advancement of expenses to the
Indemnified Persons for defending any proceedings related to the specified
circumstances, and (iii) gives the Indemnified Persons the right to bring suit
against the Registrant to enforce the foregoing rights to indemnification and
advancement of expenses. The Registrant currently maintains one or more policies
of insurance under which the directors and officers of Registrant are insured,
within the limits and subject to the limitations of the policies, against
certain expenses in connection with the defense of actions, suits, or
proceedings, and certain liabilities which might be imposed as a result of such
actions, suits or proceedings, to which they are parties by reason of being or
having been such directors or officers.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
A list of the exhibits included as part of this Registration Statement is
set forth in the Exhibit Index which immediately precedes such exhibits and is
hereby incorporated by reference herein.
Item 9. Undertakings.
(a) 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:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act;
(ii) To reflect in the prospectus any facts or events arising after
the effective date of this 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 this Registration Statement (or the most
recent post-effective amendment thereof);
(iii)To include any material information with respect to the plan of
distribution not previously disclosed or any material change to
such information;
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) shall not apply
if 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 Exchange Act that are
incorporated by reference 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.
(b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant'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.
(c) The undersigned Registrant hereby undertakes to deliver or cause to be
delivered with the prospectus, to each person to whom the prospectus is sent or
given, the latest annual report to security holders that is incorporated by
reference in the prospectus and furnished pursuant to and meeting the
requirements of Rule 14a-3 or Rule 14c-3 under the Exchange Act; and, where
interim financial information required to be presented by Article 3 of
Regulation S-X is not set forth in the prospectus, to deliver, or cause to be
delivered to each person to whom the prospectus is sent or given, the latest
quarterly report that is specifically incorporated by reference in the
prospectus to provide such interim financial information.
(d) Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the provisions described in Item 6, 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 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 of 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.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act, 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 of the undersigned, thereunto duly
authorized, on the 28th day of August, 1998.
ASTRO-MED, INC.
By: /s/ Albert W. Ondis
Albert W. Ondis, Chairman
and Chief Executive Officer
KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned persons does
hereby constitute and appoint Joseph P. O'Connell with full power of
substitution his true and lawful attorney-in-fact and agent for him 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 necessary to be done in order to effectuate the same 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 may lawfully
do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed below by the following persons in the capacities and
on the dates indicated.
Signature Title Date
/s/ Albert W. Ondis Chairman (Principal August 28, 1998
Albert W. Ondis Executive Officer)
and Director
/s/ Everett V. Pizzuti President (Principal August 28, 1998
Everett V. Pizzuti Operating Officer)
and Director
/s/ Joseph P. O'Connell Vice President and August 28, 1998
Joseph P. O'Connell Treasurer (Principal
Financial Officer)
/s/ Gary A. Dalton Controller (Principal August 28, 1998
Gary A. Dalton Accounting Officer)
/s/ Jacques V. Hopkins Director August 28, 1998
Jacques V. Hopkins
/s/ Hermann Viets Director August 28, 1998
Hermann Viets, Ph.D.
/s/ Neil K. Robertson Director August 28, 1998
Neil K. Robertson
<PAGE>
EXHIBIT INDEX
SEQUENTIALLY
EXHIBIT NUMBERED
NUMBER EXHIBIT PAGE
4.1 Articles of Incorporation of
the Registrant, as amended
(filed as Exhibit No. 3A to
the Registrant's report on
Form 10-Q for the quarter ended
August 1, 1992 and by this
reference incorporated herein) N/A
4.2 By-laws of the Registrant, as
amended (filed as Exhibit No. 3B
to the Registrant's report on Form
10-Q for the quarter ended July 30, 1988
and by this reference
incorporated herein) N/A
4.3 1998 Non-Qualified Stock Option Plan
of Registrant 10
5 Opinion of Hinckley, Allen &
Snyder 15
23.1 Consent of Arthur Andersen LLP 17
23.2 Consent of Hinckley, Allen &
Snyder (contained in their
opinion filed as Exhibit 5) N/A
Exhibit 4.3
ASTRO-MED, INC.
1998 NON-QUALIFIED STOCK OPTION PLAN
1. Purpose. The purpose of this 1998 Non-Qualified Stock Option Plan (the
"1998 Non-Qualified Plan") is to attract and retain key employees of Astro-Med,
Inc. (the "Company") and to motivate them by providing an opportunity to acquire
a proprietary stake in the Company and its future growth. It is the view of the
Company that this goal may best be achieved by granting stock options.
2. Administration. (a) The 1998 Non-Qualified Plan shall be administered by
a committee of the Board of Directors (the "Board"), consisting of not less than
two members (the "Compensation Committee"). It is the intention of the Company
that so long as the Company has a class of securities registered under the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), the 1998
Non-Qualified Plan shall be administered by persons who shall be "non-employee
directors" within the meaning of Rule 16b-3 under the Exchange Act but the
authority and validity of any act taken or not taken by the Compensation
Committee shall not be affected if any person administering the 1998
Non-Qualified Plan is not a non-employee director; and provided, that, with
respect to individual participants who are not subject to Section 16(b) of the
Exchange Act, the Compensation Committee may delegate authority to administer
the 1998 Non-Qualified Plan to another committee of directors (the "Employee
Committee") which committee may include directors who are not non-employee
directors. Unless the context otherwise required, the term "Committee" shall
refer to both the Compensation Committee and the Employee Committee.
(b) The Committee shall have plenary authority in its discretion,
subject to and not inconsistent with the express provisions of the 1998
Non-Qualified Plan to grant options, to determine the purchase price of the
shares of common stock covered by each option, the term of each option, the
persons to whom, and the time or times at which options shall be granted, and
the number of shares to be covered by each option; to interpret the 1998
Non-Qualified Plan; to prescribe, amend and rescind rules and regulations
relating to the 1998 Non-Qualified Plan; to determine the terms and provisions
of the option agreements (which need not be identical) entered into in
connection with awards under the 1998 Non-Qualified Plan; and to make all other
determinations deemed necessary or advisable for the administration of the 1998
Non-Qualified Plan. All actions taken and all interpretations and determinations
made by the Committee in good faith shall be final and binding upon all persons
who have received awards, the Company and all other interested persons. No
member or agent of the Committee shall be personally liable for any action,
determination or interpretation taken or made in good faith with respect to the
1998 Non-Qualified Plan or awards made thereunder, and all members and agents of
the Committee shall be fully indemnified and protected by the Company in respect
of any such action, determination or interpretation. No Committee member shall
be liable for any action, determination or interpretation made in good faith and
all members of the Committee shall be fully indemnified and protected by the
Company in respect of any such action, determination or interpretation.
3. Amount of Stock Subject to Plan. The amount of stock which may be issued
under options pursuant to the 1998 Non-Qualified Plan is four hundred thousand
(400,000) shares of the Company's $.05 par value common stock (the "common
stock"). If any options terminate or expire for any reason without having been
exercised in full, the shares not purchased under the options may again be
subjected to options granted under the 1998 Non-Qualified Plan to the extent not
prohibited by Rule 16b-3.
4. Eligibility. Key employees of the Company or any subsidiary as well as
consultants or other persons who render services to the Company or any
subsidiary (regardless of whether they are employees) shall be eligible to
participate in the 1998 Non-Qualified Plan, except that directors who are not
full time officers or employees shall not be eligible to participate. Key
employees shall be those employees, including officers, who are deemed by the
Committee to be of primary importance in the operation of the Company's
business. The Committee may in its discretion from time to time grant options to
any or all eligible persons to purchase such number of shares as the Committee
shall determine. As used in the 1998 Non-Qualified Plan, the term "subsidiary"
has the meaning ascribed to "subsidiary corporation" by secion 424(f) of the
Internal Revenue Code of 1986, as amended (the "Code").
5. Aggregate Annual Limit. The aggregate number of shares of common stock
subject to granted hereunder to any one person during any one calendar year
shall not exceed 200,000 shares.
6. Option Price and Payment. The option price of the shares of common stock
subject to each option will be fixed by the Committee but will not be less than
fifty percent (50%) of the fair market value of the common stock determined as
of the date of the granting of the option. Upon the exercise of the option, the
option price may be paid in one or more of the following ways, as the Committee
in its discretion determines: (i) in full in cash, or (ii) by exchanging other
shares of the Company's common stock owned by the owner of such option. The term
"fair market value" shall be deemed to be the mean between the high and low
selling prices on any exchange on which the stock is listed (or over-the-counter
if such stock is not then listed on such exchange), on the date the option is
granted or, if no sale has taken place, the mean between bid and asked prices on
such date.
7. Term of Option. (a) The term of each option shall be ten (10) years, or
such shorter period as may be determined by the Committee, from the date of
grant of the option, unless sooner terminated in accordance with its terms. The
Committee may, in its sole discretion, determine, as a condition of any option,
that all or a stated percentage of the options shall become exercisable in
installments or otherwise, only after completion of a specified service
requirement and may accelerate the exercisability of any option at any time. No
option shall be granted after the termination of the 1998 Non-Qualified Plan,
but options theretofore granted may be exercised thereafter in accordance with
their terms and the provisions of the 1998 Non-Qualified Plan.
(b) Except as otherwise determined by the Committee or permitted under
Paragraph 10 in the case of death of the holder of an option, in the event the
employment of an employee to whom an option has been granted under the 1998
Non-Qualified Plan shall be terminated (except as set forth in Paragraph 10) no
option will be exercisable unless at the time of the exercise of the option the
holder thereof is still employed by the Company or one or more subsidiaries;
provided, however, that if the holder's employment has terminated not more than
ninety (90) days before the exercise of such option under circumstances
acceptable to the Committee (whose determination in this regard shall be final
and conclusive), then the option will nevertheless be exercisable during the
ninety (90) day period notwithstanding termination of employment; and provided,
further, that if the holder's employment has terminated not more than one (1)
year before the exercise of such option as a result of the holder becoming
disabled (within the meaning of section 22(e)(3) of the Code), then the option
will nevertheless be exercisable during such one (1) year period.
(c) Military or sick leave not exceeding ninety (90) days will not be
deemed to interrupt or terminate employment for the purposes of this Paragraph
7. Whether military or sick leave in excess of ninety (90) days or other
authorized leave of absence will be deemed to interrupt or terminate employment
for the purposes of this Paragraph 7 will be determined by the Committee whose
determination shall be final and conclusive.
8. Change of Control. Unless the Committee determines otherwise, all
outstanding options shall become immediately exercisable upon a Change of
Control Event. A Change of Control Event shall include (i) any purchase of
common stock pursuant to a tender offer or exchange offer (other than by the
Company), (ii) the acquisition of 30% or more of the beneficial ownership of the
combined voting securities of the Company by any person or group (as such terms
are used in Section 13(d) and 14(d) of the Exchange Act), other than the Company
or its subsidiaries or any employee benefit plan of the Company or any person
who was an officer or director of the Company on the effective date of the 1998
Non-Qualified Plan, which person or group did not theretofore beneficially own
30% or more of the combined voting securities of the Company, (iii) approval by
Company shareholders of a consolidation, a merger in which the Company does not
survive, or the sale of substantially all of the Company's assets, or (iv) a
change in the composition of a majority of the Company's Board over a two-year
period unless the selection or nomination of each of the new members is approved
by two-thirds of those remaining members of the Board who were members at the
beginning of the two-year period.
9. Other Terms and Conditions; Waivers. Options will be evidenced by option
agreements in such form and containing such terms and conditions as the
Committee may determine (but not inconsistent with the provisions of the 1998
Non-Qualified Plan) including, without being limited to, the following:
(a) Each option will be granted on the condition that the purchase of stock
thereunder will be for investment purposes and not with a view to resale or
distribution, except that such condition will be inoperative if the stock
subject to such option is registered under the Securities Act of 1933, as
amended, or if in the opinion of counsel for the Company such stock may be
resold without registration;
(b) Unless the Committee otherwise determines, no option will be
transferable by the holder thereof otherwise than by will or by the laws of
descent and distribution, and such option will be exercisable during the
lifetime of the holder thereof only by the holder; provided, however, that
during an optionee's lifetime, with the approval of the Committee and subject to
such conditions as the Committee may prescribe, an optionee may, upon providing
written notice to the Company, elect to transfer any or all such non-qualified
stock options granted under the 1998 Non-Qualified Plan to members of his or her
immediate family, including, but not limited to, the optionee's spouse,
children, grandchildren and the spouses of children and grandchildren or to
trusts for the benefit of the optionee and/or such immediate family members or
to partnerships in which the optionee and/or such family members are the only
partners ("Permitted Transferees"); provided, however, that no such transfer by
any optionee may be made in exchange for consideration; and
(c) The Committee, in particular cases, before or after the issuance of
stock options under the 1998 Non-Qualified Plan, may waive any of the conditions
imposed by the 1998 Non-Qualified Plan upon the issuance or exercise of options.
10. Termination of Employment upon Death. In the event an employee to whom
an option has been granted under the 1998 Non-Qualified Plan dies while in the
employ of the Company or any subsidiary, unless the Committee otherwise
determines, his or her options shall end automatically six (6) months after such
death, unless sooner ended by their terms. Prior to the expiration of such six
(6) month period, during the term of such options, the executor or administrator
of the estate of such eligible employee shall have the right to exercise any
option previously granted to such employee hereunder.
11. Readjustment of Stock or Recapitalization. Upon any recapitalization or
readjustment of the Company's capital stock whereby the character of the present
common stock shall be changed, appropriate adjustments shall be made so that the
stock to be purchased under the 1998 Non-Qualified Plan shall be the equivalent
of the present common stock after such readjustment or recapitalization. In the
event of a subdivision or combination of the shares of common stock, the Board
will proportionately adjust number of shares that may be optioned and sold to an
eligible person and the number of shares which are the subject of outstanding
options and the price therefor. In case of reclassification or other change in
the shares of common stock, such action will be taken as in the opinion of the
Board will be appropriate under the circumstances. Accordingly, in such cases
the maximum number of authorized but unissued shares, or shares held as treasury
stock, which are subject to the 1998 Non-Qualified Plan may be adjusted by the
Board without shareholder or any other action.
12. Sale of Assets, Stock Exchange, etc. If the Board recommends that the
Company sell substantially all of its assets, or that the holders of
substantially all of the shares of outstanding stock sell or exchange their
shares to or with any person, firm or corporation, or that the Company merge or
consolidate with another corporation, or that the Company be liquidated and
dissolved, then in any such event, the Committee may by notice in writing mailed
or delivered to each holder of an outstanding option set a date (which date
shall be not less than sixty (60) days from the date of mailing or delivering of
such written notice) on or before which such outstanding options may be
exercised, and all such outstanding options which have not been exercised on or
before such date will thereafter expire and be of no further force and effect.
13. Term of the Plan. The 1998 Non-Qualified Plan shall become effective on
the date of its approval by the shareholders, and subsequent adoption and
ratification by the Board, and shall continue in effect until the expiration of
ten (10) years from the date of such approval by the shareholders unless sooner
terminated as provided herein. The powers of the Committee shall continue in
effect after the termination of the 1998 Non-Qualified Plan, until exercise or
expiration of all options then outstanding.
14. Amendment and Termination. The Board at any time may amend, suspend or
terminate the 1998 Non-Qualified Plan. No action of the Board, however, may
without the written consent of the holder, alter or impair any option previously
granted under the 1998 Non-Qualified Plan (except pursuant to Paragraph 11 or
Paragraph 12 above). In addition, except as provided in the 1998 Non-Qualified
Plan, no action of the Board may, unless duly approved by the shareholders, (i)
increase the maximum number of shares subject to the 1998 Non-Qualified Plan;
(ii) change the minimum option price; (iii) extend the period within which
options may be granted; (iv) extend the termination date of the 1998
Non-Qualified Plan; or (v) change the class of persons eligible to receive
options under the 1998 Non-Qualified Plan.
15. Obligation of the Company to Issue Shares. Notwithstanding any other
provision of the 1998 Non-Qualified Plan, the Company shall not be obligated to
issue any shares pursuant to any stock option unless or until:
(a) the shares with respect to which the option is being exercised have
been registered under the Securities Act of 1933, as amended, or are exempt from
such registration;
(b) the prior approval of such sale or issuance has been obtained from any
state regulatory body having jurisdiction; and
(c) in the event the stock has been listed on any stock exchange, the
shares with respect to which the option is being exercised have been duly listed
on such exchange in accordance with the procedure specified therefor.
Exhibit 5
Hinckley, Allen & Snyder
1500 Fleet Center
Providence, Rhode Island 02903
August 28, 1998
Astro-Med, Inc.
600 East Greenwich Avenue
West Warwick, RI 02893
RE: Registration Statement on Form S-8 for 1998 Non-Qualified Stock Option
Plan
Gentlemen:
We have acted as counsel to Astro-Med, Inc., a Rhode Island corporation
(the "Company"), in connection with the filing by the Company of a Registration
Statement on Form S-8 (the "Registration Statement") with the Securities and
Exchange Commission relating to 400,000 shares of the Company's common stock,
par value $.05 per share (the "Common Stock"), issuable under the Astro-Med,
Inc. 1998 Non-Qualified Stock Option Plan (the "Plan").
In connection with this opinion, we have examined the Company's Articles of
Incorporation, the bylaws of the Company, as amended, the Registration
Statement, corporate proceedings of the Company relating to the issuance of the
Common Stock, the Plan and such other instruments and documents as we have
deemed relevant under the circumstances.
In making the aforesaid examination, we have assumed the genuineness of all
signatures and the conformity to original documents of all copies furnished to
us as original or photostatic copies.
Based upon and subject to the foregoing, we are of the opinion that the
Common Stock which may be issued under the Plan has been duly authorized and
when issued in accordance with the terms of the Plan will be validly issued,
fully paid and non-assessable.
We hereby consent to the use of our opinion as herein set forth as an
exhibit to the Registration Statement. This opinion is rendered to you in
connection with the Registration Statement, and except as consented to in the
preceding sentence, may not be relied upon or furnished to any other person in
any context. In giving such consent, we do not thereby admit that we are within
the category of persons whose consent is required under Section 7 of the
Securities Act of 1933 or the rules and regulations of the Securities and
Exchange Commission thereunder.
Very truly yours,
/s/ Hinckley, Allen & Snyder
Exhibit 23.1
ARTHUR ANDERSEN
Consent of Independent Public Accountants
As independent public accountants, we hereby consent to the incorporation
by reference in this registration statement of our reports dated March 17, 1998
included in Astro-Med, Inc.'s Form 10-K for the year ended January 31, 1998 and
to all references to our Firm included in this registration statement.
/s/ Arthur Andersen LLP
Boston, Massachusetts
August 28, 1998
