<PAGE>
As filed with the Securities and Exchange Commission on January 19, 1996.
Registration No. 33-________
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
---------------
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
---------------
STEVENS INTERNATIONAL, INC.
(Exact name of registrant as specified in its charter)
Delaware 75-2159407
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
5500 Airport Freeway
Fort Worth, Texas 76117
(Address of principal executive offices) (Zip Code)
---------------
STEVENS INTERNATIONAL, INC.
SECOND AMENDED AND RESTATED STOCK OPTION PLAN
STOCK OPTION AGREEMENTS
(Full title of the plans)
KENNETH W. REYNOLDS With a copy to:
Senior Vice President - Finance and CHARLES D. MAGUIRE, JR., ESQ.
Administration and Chief Financial Officer Jackson & Walker, L.L.P.
Stevens International, Inc. 901 Main Street
5500 Airport Freeway Suite 6000
Fort Worth, Texas 76117 Dallas, Texas 75202
(817) 831-3911 (214) 953-5850
(Name, address, including zip code, and
telephone number, including area code,
of agent for service)
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
- ----------------------------------------------------------------------------------------------------------
Title of Proposed Maximum Proposed Maximum
Securities to be Amount to be Offering Price Per Aggregate Offering Amount of
Registered Registered Share(1) Price (1) Registration Fee
- ----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock,
par value 385,250 shares $4.00 $1,541,000.00 $531.38
$.10 per share
- ----------------------------------------------------------------------------------------------------------
</TABLE>
(1) Estimated solely for the purpose of calculating the registration fee.
Pursuant to Rules 457(c) and 457(h), the offering price and registration fee
are computed on the basis of the average of the high and low prices of the
Common Stock, as reported by the American Stock Exchange, on January 16,
1996.
<PAGE>
Pursuant to General Instruction E of Form S-8, this Registration Statement
incorporates by reference the contents of the Registrant's Registration
Statements No. 33-25949 and No. 33-36852 on Form S-8.
<PAGE>
PROSPECTUS
1,075,500 Shares
_________
STEVENS INTERNATIONAL, INC.
Series A Common Stock
This Prospectus has been prepared by Stevens International, Inc., a
Delaware corporation ("Stevens" or the "Company"), for use upon resale by
certain directors and executive officers of the Company (the "Selling
Stockholders") of up to 1,075,500 shares (the "Shares") of Series A Common
Stock, par value $.10 per share ("Series A Common Stock"), of the Company. The
Selling Stockholders have acquired and/or may in the future acquire the Shares
from the Company pursuant to the exercise of outstanding options (the "Options")
granted or to be granted to the Selling Stockholders pursuant to the provisions
of the Company's Second Amended and Restated Stock Option Plan (the "Plan") or
pursuant to Stock Option Agreements ("Agreements") relating to Options granted
outside the Plan.
The Shares may be sold from time to time by the Selling Stockholders, or by
permitted transferees. Such sales may be made on one or more exchanges,
including the American Stock Exchange (the "AMEX"), or in the over the counter
market, or in negotiated transactions, in each case at prices and at terms then
prevailing or at prices related to the then current market price or at
negotiated prices and terms. Upon any sale of the Shares offered hereby, the
Selling Stockholders or permitted transferees and participating agents, brokers
or dealers may be deemed to be underwriters as that term is defined in the
Securities Act of 1933, as amended (the "Securities Act"), and commissions or
discounts or any profit realized on the resale of such securities may be deemed
to be underwriting commissions or discounts under the Securities Act. See "Plan
of Distribution."
The Series A Common Stock is listed for trading on the AMEX under the
symbol "SVGA." The Company's Common Stock consists of Series A and Series B
Common Stock. Series A Common Stock, voting as a class, elects 25% of the
Company's directors and Series B Common Stock elects the remaining directors.
On all other matters, Series A Common Stock has one-tenth vote per share and
Series B Common Stock has one vote per share. On January 16, 1996, the
closing price of the Series A Common Stock on the AMEX was $4.00.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED
UPON THE ACCURACY OR ADEQUACY OF THE PROSPECTUS. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.
The date of this Prospectus is January 19, 1996.
<PAGE>
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and, in accordance
therewith, files reports, proxy statements and other information with the
Securities and Exchange Commission (the "Commission"). Such reports, proxy
statements and other information can be inspected and copied at the public
reference facilities maintained by the Commission at Judiciary Plaza, Room 1024,
450 Fifth Street, N.W., Washington, D.C. 20549, and at the Commission's regional
offices at CitiCorp Center, 500 West Madison Street, Suite 1400, Chicago,
Illinois 60661-2511, and at 7 World Trade Center, Suite 1300, New York, New York
10048. Copies of such materials can also be obtained from the Public Reference
Section of the Commission at 450 Fifth Street, N.W., Washington, D.C. 20549, at
prescribed rates. The Series A Common Stock and Series B Common Stock are listed
on the AMEX. Reports, proxy statements and other information concerning the
Company can also be inspected at the offices of the AMEX at 86 Trinity Place,
New York, New York 10006.
The Company has filed with the Commission a Registration Statement on Form
S-8 (together with all amendments and exhibits thereto, the "Registration
Statement") under the Securities Act with respect to the Series A Common Stock
to be issued pursuant to the Plan. As permitted by the rules and regulations of
the Commission, this Prospectus omits certain of the information contained in
the Registration Statement. Copies of the Registration Statement are available
from the Public Reference Section of the Commission at prescribed rates.
Statements contained herein concerning the provisions of documents filed with
the Registration Statement are necessarily summaries of such documents, and each
such statement is qualified in its entirety by reference to the copy of the
applicable document filed with the Commission.
The Company's principal executive offices are located at 5500 Airport
Freeway, Fort Worth, Texas 76117, and its telephone number is (817) 831-3911.
All references in this Prospectus to the "Company" include Stevens
International, Inc. and its subsidiaries and predecessors, unless the context
otherwise requires.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents, which have been filed with the Commission by the
Company, are incorporated herein by reference and made a part hereof: (i) Annual
Report on Form 10-K for the year ended December 31, 1994; (ii) Quarterly Report
on Form 10-Q for the quarter ended March 31, 1995; (iii) Quarterly Report on
Form 10-Q for the quarter ended June 30, 1995; (iv) Quarterly Report on Form
10-Q for the quarter ended September 30, 1995; (v) definitive Proxy Statement
relating to Annual Meeting of Stockholders held on May 18, 1995; (vi) the
description of the Company's Common Stock contained in the Company's
Registration Statement on Form 8-A (No. 1-9603) filed August 19, 1988; and (vii)
Form 8-K filed January 5, 1996.
All documents filed by the Company pursuant to Sections 13(a), 13(c), 14
and 15(d) of the Exchange Act subsequent to the date of this Prospectus and
prior to the termination of the
-2-
<PAGE>
offering of Series A Common Stock to be made hereunder shall be deemed to be
incorporated by reference herein and to be a part hereof from the date of filing
thereof. Any statement contained herein or in a document incorporated or deemed
to be incorporated by reference herein shall be deemed to be modified or
superseded for purposes of this Prospectus to the extent that a statement
contained herein or in any other subsequently filed document that 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 Prospectus.
The Company will provide, without charge, to each person, including any
beneficial owner, to whom a copy of this Prospectus is delivered, upon the
written or oral request of such person, a copy of any or all of the documents
incorporated herein by reference (other than exhibits to such documents, unless
such exhibits are specifically incorporated by reference into the information
that this Prospectus incorporates). Written or telephone requests for copies
should be directed to the Company's principal office: Stevens International,
Inc., 5500 Airport Freeway, Fort Worth, Texas 76117, Attention: Kenneth W.
Reynolds, Senior Vice President - Finance and Administration and Chief Financial
Officer (telephone: (817) 831-3911).
USE OF PROCEEDS
The Company will not receive any proceeds from the sale of the Shares
offered pursuant to this Prospectus.
SELLING STOCKHOLDERS
To be provided by Amendment to this Prospectus.
-3-
<PAGE>
PLAN OF DISTRIBUTION
The Shares offered hereby may be sold from time to time by any of the
Selling Stockholders, or by permitted transferees. The Shares may be disposed
of from time to time in one or more transactions through any one or more of the
following: (i) to purchasers directly, (ii) in ordinary brokerage transactions
and transactions in which the broker solicits purchasers, (iii) through
underwriters or dealers who may receive compensation in the form of underwriting
discounts, concessions or commissions from the Selling Stockholders such
successors in interest and/or from the purchasers of the Shares for whom they
may act as agent, (iv) the writing of options on the Shares, (v) the pledge of
the Shares as security for any loan or obligation, including pledges to brokers
or dealers who may, from time to time, themselves effect distributions of the
Shares or interests therein, (vi) purchases by a broker or dealer as principal
and resale by such broker or dealer for its own account pursuant to this
Prospectus, (vii) a block trade in which the broker or dealer so engaged will
attempt to sell the Shares as agent but may position and resell a portion of the
block as principal to facilitate the transaction and (viii) an exchange
distribution in accordance with the rules of such exchange, including the AMEX,
or in transactions in the over the counter market. Such sales may be made at
prices and at terms then prevailing or at prices related to the then current
market price or at negotiated prices and terms. In effecting sales, brokers or
dealers may arrange for other brokers or dealers to participate. The Selling
Stockholders or permitted transferees, and any underwriters, brokers, dealers or
agents that participate in the distribution of the Shares, may be deemed to be
"underwriters" within the meaning of the Securities Act, and any profit on the
sale of the Shares by them and any discounts, commissions or concessions
received by any such underwriters, brokers, dealers or agents may be deemed to
be underwriting commissions or discounts under the Securities Act.
The Company will pay all of the expenses incident to the offering and sale
of the Shares to the public other than underwriting discounts or commissions,
brokers' fees and the fees and expenses of any counsel to the Selling
Stockholders related thereto.
In the event of a material change in the plan of distribution disclosed in
this Prospectus, the Selling Stockholder will not be able to effect transactions
in the Shares pursuant to this
-4-
<PAGE>
Prospectus until such time as a post-effective amendment to the Registration
Statement is filed with, and declared effective by, the Commission.
LEGAL MATTERS
Certain legal matters in connection with the validity of the Series A
Common Stock offered hereby have been passed upon by Jackson & Walker, L.L.P.,
Dallas, Texas. Robert B. Holland, III, of counsel to such firm, is a director
of the Company.
EXPERTS
The consolidated financial statements and the related financial statement
schedules incorporated by reference in this Prospectus from the Company's Annual
Report on Form 10-K for the year ended December 31, 1994 have been audited by
Deloitte & Touche LLP, independent auditors, as stated in their report, which is
incorporated by reference herein, and have been so incorporated in reliance upon
the report of such firm given upon their authority as experts in accounting and
auditing.
-5-
<PAGE>
No person has been authorized in connection with
the offering made hereby to give any information
or to make any representation not contained in
this Prospectus and, if given or made, such
information or representation must not be relied
upon as having been authorized by the Company. 1,075,500 SHARES
This Prospectus does not constitute an offer to
sell or a solicitation of an offer to buy any
securities to any person or by anyone in any
jurisdiction where such offer or solicitation
would be unlawful. Neither the delivery of this
Prospectus nor any sale made hereunder shall,
under any circumstances, create any implication
that the information contained herein is correct
as of any date subsequent to the date hereof. Stevens International, Inc.
-------------------------
TABLE OF CONTENTS SERIES A COMMON STOCK
PAGE
Available Information........................ 2
Incorporation of Certain Documents
by Reference................................ 2 ------------------
Use of Proceeds.............................. 3
Selling Stockholders......................... 3 PROSPECTUS
Plan of Distribution......................... 4
Legal Matters................................ 5 ------------------
Experts...................................... 5
Indemnification.............................. 5 January 19, 1996
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents, which have been filed with the Commission by the
Company, are incorporated herein by reference and made a part hereof:
(i) Annual Report on Form 10-K for the year ended December 31, 1994;
(ii) Quarterly Report on Form 10-Q for the quarter ended March 31, 1995;
(iii) Quarterly Report on Form 10-Q for the quarter ended June 30, 1995;
(iv) Quarterly Report on Form 10-Q for the quarter ended September 30,
1995;
(v) definitive Proxy Statement relating to Annual Meeting of
Stockholders held May 18, 1995;
(vi) the description of the Company's Series A Common Stock contained in
the Company's Registration Statement on Form 8-A (No. 1-9603), filed
August 19, 1988; and
(vii) Form 8-K filed on January 4, 1996.
All documents filed by the Company pursuant to Sections 13(a), 13(c), 14
and 15(d) of the Exchange Act subsequent to the date of this Registration
Statement and prior to the filing of a post-effective amendment which indicates
that all of the Series A Common Stock offered hereunder has been sold or which
deregisters all of such Series A Common Stock then remaining unsold, shall be
deemed to be incorporated by reference herein 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.
II-1
<PAGE>
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 securities
hereby have been passed upon for the Company by Jackson & Walker, L.L.P. Dallas,
Texas. Robert B. Holland, III of counsel to such firm, is a director and
Secretary of the Company.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 145 of the Delaware General Corporation Law empowers a corporation
to indemnify its directors and officers or former directors or officers and to
purchase insurance with respect to liability arising out of their capacity or
status as directors and officers. Such law provides further that the
indemnification permitted thereunder shall not be deemed exclusive of any other
rights to which the directors and officers may be entitled under a corporation's
Certificate of Incorporation, Bylaws, any agreement or otherwise.
The Company has entered into separate Indemnity Agreements with each of its
executive officers and directors. Pursuant to such agreements, the Company
will, under certain circumstances, indemnify such persons against all expenses,
judgments, fines and penalties incurred in connection with the defense or
settlement of any actions brought against them by reason of the fact that they
were officers or directors of the Company or assumed certain responsibilities at
the direction of the Company.
Reference is made to Article Nine and Article IX of the Company's Second
Restated Certificate of Incorporation and Bylaws, respectively, which provide
for indemnification of directors and officers. The provisions of the Second
Restated Certificate of Incorporation, the Company's Bylaws, and Section 145 of
the Delaware General Corporation Law, may be sufficiently broad to indemnify the
Company's directors and officers for liabilities arising under the Securities
Act.
Pursuant to authority granted by Section 145 of the Delaware General
Corporation Law, the Company maintains a directors and officers liability
insurance policy in the aggregate amount of $5,000,000 for a period extending
through October 10, 1995.
Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers or persons controlling the Company
pursuant to the foregoing provisions, 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.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
II-2
<PAGE>
ITEM 8. EXHIBITS.
The following is a list of all exhibits filed as a part of this
Registration Statement on Form S-8, including those incorporated herein by
reference.
<TABLE>
<CAPTION>
Exhibit No. Description of Exhibit
- ----------- ----------------------
<S> <C>
4.1 Second Amended and Restated Certificate of Incorporation of the
Company.(2)
4.2 Bylaws of the Company, as amended.(3)
4.3 Specimen of Series A Common Stock Certificate.(4)
4.4 Specimen of Series B Common Stock Certificate.(5)
5 Opinion of Jackson & Walker, L.L.P.(1)
15 None.
23.1 Consent of Deloitte & Touche LLP.(1)
23.2 Consent of Jackson & Walker, L.L.P. (included in its opinion filed
as Exhibit 5 to this Registration Statement).(1)
25 Power of Attorney (appearing on page II-6 of this Registration
Statement).(1)
26 None.
27 None.
28 None.
99.1 Second Amended and Restated Stock Option Plan.(1)
99.2 Form of Stock Option Agreement.(1)
</TABLE>
- ------------------------
(1) Filed herewith.
(2) Previously filed as an exhibit to the Registrant's Annual Report on Form
10-K for the year ended December 31, 1990 and incorporated herein by
reference.
II-3
<PAGE>
(3) Previously filed as an exhibit to the Registrant's Registration Statement
on Form S-1 (No. 33-15279) and incorporated herein by reference.
(4) Previously filed as an exhibit to the registrant's Registration Statement
on Form S-1 (No. 33-24486) and incorporated herein by reference.
(5) Previously filed as an exhibit to the Registrant's report on Form 8-A filed
August 19, 1988 and incorporated herein by reference.
(6) Previously filed as an exhibit to the Registrant's Quarterly Report on Form
10-Q for the quarter ended June 30, 1994 and incorporated herein by
reference.
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 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. Notwithstanding the
foregoing, any increase or decrease in volume in securities offered
(if the total dollar value of securities offered would not exceed that
which was registered) and any deviation from the low or high end of
the estimated maximum offering range may be reflected in the form of
prospectus filed with the Commission pursuant to Rule 424(b) (Section
230.424(b) of this chapter) if, in the aggregate, the changes in
volume and price represent no more than a 20% change in the maximum
aggregate offering price set forth in the "Calculation of Registration
Fee" table in the effective 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)(1)(ii) do 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 Company pursuant to
Section 13 or Section 15(d) of the Exchange Act that are incorporated by
reference in the registration statement.
II-4
<PAGE>
(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 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.
(c) 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 foregoing provisions, or otherwise, the registrant
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 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 and will be governed by the final
adjudication of such issue.
II-5
<PAGE>
POWER OF ATTORNEY
Each person whose signature appears below authorizes Paul I. Stevens,
Richard I. Stevens, and Kenneth W. Reynolds, and each of them, each of whom may
act without joinder of the others, to execute in the name of each such person
who is then an officer or director of the Registrant and to file any amendments
to this Registration Statement necessary or advisable to enable the Registrant
to comply with the Securities Act of 1933, as amended, and any rules,
regulations and requirements of the Securities and Exchange Commission, in
respect thereof, in connection with the registration of the securities which are
the subject of this Registration Statement, which amendments may make such
changes in the Registration Statement as such attorney may deem appropriate.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, 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 Dallas, State of Texas on the 19th day of January,
1996.
Stevens International, Inc.
By: /s/ Kenneth W. Reynolds
--------------------------------------
Kenneth W. Reynolds,
Senior Vice President - Finance and
Administration and Chief Financial
Officer
(Principal Financial and Accounting
Officer)
II-6
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signatures Title Date
---------- ----- ----
<S> <C> <C>
Chairman of the Board
/s/ Paul I. Stevens and January 19, 1996
- -------------------------- Chief Executive Officer
Paul I. Stevens (Principal Executive
Officer)
President, Chief
/s/ Richard I. Stevens Operating Officer and January 19, 1996
- -------------------------- Director
Richard I. Stevens
Chief Financial Officer
and Senior Vice President
/s/ Kenneth W. Reynolds Finance and Administration January 19, 1996
- -------------------------- (Principal Financial and
Kenneth W. Reynolds Accounting Officer)
/s/ Constance I. Stevens Vice President, January 19, 1996
- -------------------------- Assistant Secretary and
Constance I. Stevens Director
January 19, 1996
-------------------------
James D. Cavanaugh Director
/s/ Robert H. Brown, Jr. January 19, 1996
- --------------------------
Robert H. Brown, Jr. Director
January 19, 1996
- --------------------------
Gene E. Overbeck Director
January 19, 1996
- --------------------------
Edgar H. Schollmaier Director
January 19, 1996
- --------------------------
John W. Stodder Director
/s/ Robert B. Holland, III January 19, 1996
- --------------------------
Robert B. Holland, III Director
</TABLE>
II-7
<PAGE>
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Sequentially
Numbered
Exhibit No. Description of Exhibit Page
- ----------- ---------------------- ------------
<S> <C> <C>
4.1 Second Amended and Restated Certificate of
Incorporation of the Company.(2)
4.2 Bylaws of the Company, as amended.(3)
4.3 Specimen of Series A Common Stock Certificate.(4)
4.4 Specimen of Series B Common Stock Certificate.(5)
5 Opinion of Jackson & Walker, L.L.P.(1)
15 None.
23.1 Consent of Deloitte & Touche LLP.(1)
23.2 Consent of Jackson & Walker, L.L.P. (included in
its opinion filed as Exhibit 5 to this Registration
Statement).(1)
25 Power of Attorney (appearing on page II-6 of this
Registration Statement).(1)
26 None.
27 None.
28 None.
99.1 Second Amended and Restated Stock Option Plan.(1)
99.2 Form of Stock Option Agreement.(1)
</TABLE>
- ------------------------
(1) Filed herewith.
(2) Previously filed as an exhibit to the Registrant's Annual Report on Form
10-K for the year ended December 31, 1990 and incorporated herein by
reference.
(3) Previously filed as an exhibit to the Registrant's Registration Statement
on Form S-1 (No. 33-15279) and incorporated herein by reference.
(4) Previously filed as an exhibit to the registrant's Registration Statement
on Form S-1 (No. 33-24486) and incorporated herein by reference.
(5) Previously filed as an exhibit to the Registrant's report on Form 8-A filed
August 19, 1988 and incorporated herein by reference.
(6) Previously filed as an exhibit to the Registrant's Quarterly Report on Form
10-Q for the quarter ended June 30, 1994 and incorporated herein by
reference.
<PAGE>
[JACKSON & WALKER LETTERHEAD APPEARS HERE]
EXHIBIT 5
January 19, 1996
Stevens International, Inc.
5500 Airport Freeway
Fort Worth, Texas 76117
Re: Registration Statement on Form S-8 of Stevens International, Inc.
Ladies and Gentlemen:
We are acting as counsel for Stevens International Inc., a Delaware
corporation (the "Company"), in connection with the registration under the
Securities Act of 1933, as amended (the "Act"), of the offering and sale of up
to 1,075,500 shares of the Company's Series A Common Stock, par value $0.10 per
share (the "Shares") issuable upon the exercise of options granted or to be
granted from time to time under the Company's Second Amended and Restated Stock
Option Plan (the "Plan") or pursuant to Stock Option Agreements ("Agreements")
relating to Options outside the Plan. A Registration Statement on Form S-8
covering the offering and sale of the Shares (the "Registration Statement") is
expected to be filed with the Securities and Exchange Commission (the
"Commission") on or about the date hereof.
In reaching the conclusions expressed in this opinion, we have examined and
relied upon the originals or certified copies of all documents, certificates and
instruments as we have deemed necessary to the opinions expressed herein,
including the Certificate of Incorporation, as amended and restated, and the
Bylaws of the Company and copies of the Plan and Agreements. In making the
foregoing examinations, we have assumed the genuineness of all signatures on
original documents, the authenticity of all documents submitted to us as
originals and the conformity to original documents of all copies submitted to
us.
Based solely upon the foregoing, subject to the comments hereinafter stated,
and limited in all respects to the laws of the State of Texas, the General
Corporation Law of the State of Delaware and the federal laws of the United
States of America, it is our opinion that the Shares, when sold in accordance
with the terms of the Plan and Agreements, will be validly issued, fully paid
and nonassessable.
You should be aware that we are not admitted to the practice of law in the
State of Delaware. Accordingly, any opinion herein as to the laws of the State
of Delaware is based solely upon the latest generally available compilation of
the statutes and case law of such state.
We hereby consent to the use of this opinion as an Exhibit to the Registration
Statement. In giving this consent, we do not admit that we come within the
category of persons whose consent is required under Section 7 of the Act or the
rules and regulations of the Commission promulgated thereunder.
Very truly yours,
Jackson & Walker, L.L.P.
<PAGE>
EXHIBIT 23.1
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement of
Stevens International, Inc. on Form S-8 of our report dated February 24, 1995
appearing in the Annual Report on Form 10-K of Stevens International, Inc.
(formerly Stevens Graphics Corporation) for the year ended December 31, 1994.
We also consent to the reference to us under the heading "Experts" in such
Prospectus.
Deloitte & Touche LLP
Dallas, Texas
January 17, 1996
<PAGE>
SECOND AMENDED AND RESTATED STEVENS GRAPHICS CORPORATION
STOCK OPTION PLAN
ARTICLE I
THE PLAN
1.01 The Plan restates the Stevens Graphics Corporation Stock Option Plan,
as previously amended and restated as of May 17, 1990, which first became
effective on August 24, 1987. Capitalized terms used herein are defined in
Article III hereof.
ARTICLE II
PURPOSE OF THE PLAN
2.01 The purpose of the Plan is to improve the growth and profitability of
the Company and its Subsidiary Companies by attracting and retaining qualified,
superior key Employees, Directors, Officers and Advisors, providing such persons
with a proprietary interest in the Company as an incentive to contribute to the
success of the Company and its Subsidiary Companies, and rewarding those persons
for outstanding performance and the attainment of targeted goals. All Incentive
Stock Options granted under this Plan are intended to comply with the
requirements of Section 422 of the Code, and the regulations thereunder, and all
provisions relating to those Options shall be read, interpreted and applied
consistent with that purpose.
With respect to persons subject to Section 16 of the Exchange Act,
transactions under the Plan are intended to comply with all applicable
conditions of Rule 16b-3 or its successors under the Exchange Act. To the
extent that any provision of the Plan or action by the Committee fails to so
comply, it shall be deemed null and void, to the extent permitted by law and
deemed advisable by the Committee.
ARTICLE III
DEFINITIONS
3.01 "Advisor" means any person performing services for the Company or any
Subsidiary, with or without compensation, to whom the Company chooses to grant
Options in accordance with the Plan, provided that bona fide services must be
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rendered by such person and such services shall not be rendered in connection
with the offer or sale of securities in a capital-raising transaction.
3.02 "Board" means the Board of Directors of the Company.
3.03 "Code" means the Internal Revenue Code of 1986, as amended.
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3.04 "Committee" means the Compensation Committee appointed by the Company
pursuant to Article IV hereof.
3.05 "Common Stock" means shares of the Series A Common Stock and Series B
Common Stock of the Company.
3.06 "Company" means Stevens Graphics Corporation, a Delaware corporation.
3.07 "Director" means a member of the Board of Directors of the Company.
3.08 "Disability" means any physical or mental impairment which qualifies
a Participant for disability benefits under the applicable long-term disability
plan maintained by the Company or a Subsidiary Company, or, if no such plan
applies, which would qualify such Participant for disability benefits under the
long-term disability plan maintained by the Company, if such Participant were
covered by that plan.
3.09 "Effective Date" means May 20, 1993, the date of the Plan's adoption
by the Board.
3.10 "Eligible Director" means a member of the Board other than any member
of the Committee.
3.11 "Employee" means any person who is currently employed by the Company
or a Subsidiary Company on a full time basis, including any Officer, but not
including any member of the Board who is not also an Officer of or otherwise
employed by the Company or a Subsidiary Company.
3.12 "ERISA" means the Employee Retirement Income Security Act of 1974, as
amended.
3.13 "Exchange Act" means the Securities Exchange Act of 1934, as amended.
3.14 "Fair Market Value" means such value as is determined by the
Committee on the basis of such factors as it deems appropriate; provided that if
the Common Stock is traded on a national securities exchange or transactions in
the Common Stock are quoted on the NASDAQ National Market System, such value as
shall be determined by the Committee on the basis of the last reported sales
price for the Common Stock on the date for which such determination is relevant,
as reported on the national securities exchange or the NASDAQ National Market
System, as the case may be. If the Common Stock is not listed and traded upon a
recognized securities exchange or on the NASDAQ National Market System, the
Committee shall make a determination of Fair Market Value on the basis of the
mean between the closing bid and asked quotations for such stock on the date for
which such determination is relevant (as reported by a recognized stock
quotation service) or, in the event that there shall be no bid or asked
quotations on the date for which such determination is relevant, then on the
basis of the mean
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between the closing bid and asked quotations on the date nearest preceding the
date for which such determination is relevant for which such bid and asked
quotations were available.
3.15 "Incentive Stock Option" means any Option granted under this Plan
which the Board intends (at the time it is granted) to be an incentive stock
option within the meaning of Section 422 of the Code.
3.16 "Non-discretionary Stock Option" means a Non-Qualified Option granted
to a Non-Employee Director under Article VIII.
3.17 "Non-Employee Director" means any member of the Board who is not also
an Employee.
3.18 "Non-Qualified Option" means any Option granted under this Plan which
is not an Incentive Stock Option.
3.19 "Officer" means an Employee whose position in the Company or
Subsidiary Company is that of a corporate officer, as determined by the Board.
3.20 "Option" means a right under this Plan to purchase Common Stock.
3.21 "Participant" means a current or former Director, Officer, Advisor,
or Employee to whom an Option has been granted under this Plan.
3.22 "Plan" means the Stevens Graphics Corporation Stock Option Plan, as
amended and restated as of May 20, 1993.
3.23 "Plan Year" means each twelve-month period ending December 31 during
the existence of this Plan.
3.24 "Retirement" means a termination of employment which constitutes a
"retirement" under any applicable qualified pension plan maintained by the
Company or a Subsidiary Company.
3.25 "Securities Act" means the Securities Act of 1933, as amended.
3.26 "Series A Common Stock" means shares of the Series A Common Stock,
$0.10 par value per share, of the Company.
3.27 "Series B Common Stock" means shares of the Series B Common Stock,
$0.10 par value per share, of the Company.
3.28 "Stock Option Agreement" means an agreement between the Company and a
Participant with respect to one or more Options.
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3.29 "Subsidiary Companies" means those subsidiaries of the Company which
meet the definition of "subsidiary corporations" set forth in Section 424(f) of
the Code, at the time of granting of the Option in question.
3.30 For purposes of this Plan, a Participant shall not be considered to
have terminated employment with the Company or a Subsidiary Company by reason of
any unpaid leave of absence authorized as such by the Company or a Subsidiary
Company under its standard personnel policies.
3.31 Wherever appropriate, the masculine pronoun shall include the
feminine pronoun, and the singular will include the plural.
ARTICLE IV
ADMINISTRATION OF THE PLAN
4.01 Role of the Committee
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The Plan has been established and shall be administered and
interpreted by the Committee as appointed from time to time by the Board
pursuant to Section 4.02 of the Plan. The Committee shall be composed of not
less than two members of the Board who qualify as "disinterested persons" within
the meaning of Rule 16b-3 promulgated under the Exchange Act. No member of the
Committee shall be eligible to receive Options under the Plan except as
expressly provided in Article VIII. The Committee shall have all of the powers
allocated to it in this and other Sections of the Plan. Subject to the express
provisions of the Plan, the Committee shall have sole discretion and authority
to determine the Employees, Eligible Directors, Officers and Advisors to whom
and the time or times at which Options may be granted and the number of shares
of Common Stock subject to each Option. Subject to the express provisions of the
Plan, the Committee shall also have complete authority to interpret the Plan, to
prescribe, amend, and rescind rules and regulations relating to it, to determine
the details and provisions of each Stock Option Agreement, to modify or amend
any Stock Option Agreement or waive any conditions or restrictions applicable to
any Option or the exercise thereof, and to make all other determinations
necessary or advisable in the administration of the Plan. The interpretation and
construction by the Committee of any provisions of the Plan or of any Option
granted under it shall be final and binding. The Committee shall act by vote or
written consent of a majority of its members. Subject to the express provisions
and limitations of the Plan, the Committee may adopt such rules, regulations,
and procedures as it deems appropriate for the conduct of its affairs. The
Committee may appoint one of its members to be chairman and any person, whether
or not a member, to be its secretary or agent. The Committee shall report its
actions and decisions to the Board at appropriate times, but in no event less
than one time each Plan Year. Except as otherwise provided by the terms of the
Plan or by the Board, the Committee shall have all the power and authority of
the Board hereunder.
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4.02 Role of the Board
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The members of the Committee shall be appointed by and will serve at
the pleasure of the Board. Subject to the provisions of Rule 16b-3 under the
Exchange Act, the Board may from time to time remove members from, or add
members to, the Committee. The Board shall have all of the powers allocated to
it in this and other Sections of the Plan, may take any action under or with
respect to the Plan which the Committee is authorized to take, and may reverse
or override any action taken, or decision made, by the Committee under or with
respect to the Plan; provided, however, that the Board may not revoke any Option
that has been delivered to a Participant by the Committee, except in accordance
with Section 9.04(f).
4.03 Limitation on Liability
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No member of the Board or the Committee shall be liable for any
action or determination made in good faith with respect to the Plan or any
Options granted hereunder. If a member of the Board or the Committee is a party
or is threatened to be made a party to any threatened, pending or completed
action, suit or proceeding, whether civil, criminal, administrative or
investigative, by reason of anything done or not done by him in such capacity
under or with respect to the Plan, the Company shall indemnify such member
against expenses (including attorneys' fees), judgments, fines and amounts paid
in settlement actually and reasonably incurred by him in connection with such
action, suit or proceeding if he acted in good faith and in a manner he
reasonably believed to be in the best interests of the Company and its
Subsidiary Companies and, with respect to any criminal action or proceeding, had
no reasonable cause to believe his conduct was unlawful.
4.04 Compliance with Law and Regulations
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This Plan shall be administered, construed, governed and amended in
accordance with the respective terms hereof, and in accordance with the laws of
the State of Delaware. The Options granted hereunder and the obligation of the
Company to sell or deliver shares of Common Stock hereunder shall be subject to
all applicable federal and state laws, rules and regulations and to such
approvals by any government or regulatory agency as may be required. The
Company shall not be required to issue or deliver any certificates for shares of
Common Stock prior to (i) the listing of such shares on any stock exchange on
which the Common Stock may then be listed and/or (ii) the completion of any
registration or qualification of or obtaining of consents or approvals with
respect to such shares under any federal or state law or any rule or regulation
of any government body, which the Company shall, in its sole discretion,
determine to be necessary or advisable. Moreover, no Option may be exercised if
such exercise would be contrary to applicable law, including any federal or
state banking laws and regulations.
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ARTICLE V
ELIGIBILITY
5.01 Any Director, Officer, Employee or Advisor shall be eligible to
participate in the Plan; provided that Incentive Stock Options may be granted
only to persons who are Employees; and provided further that Non-Employee
Directors shall receive Options only as provided in Article VIII.
ARTICLE VI
COMMON STOCK COVERED BY THE PLAN
6.01 Number of Shares
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The aggregate number of shares of Common Stock for which Options
(Non-Qualified and Incentive) may be granted under the Plan shall be 1,161,250
shares, consisting of 1,100,000 shares of Series A Common Stock and 51,250
shares of Series B Common Stock, subject to adjustment as provided in Article X.
None of such shares shall be the subject of more than one outstanding Option at
any time, but if an Option as to any shares is surrendered before exercise, or
expires or terminates for any reason without having been exercised in full, or
for any other reason ceases to be exercisable, the number of unpurchased shares
covered thereby shall become available for the purposes of the Plan as if no
Options had been previously granted with respect to such shares. The maximum
aggregate number of shares of Common Stock with respect to which Options may be
granted to any Participant during the term of the Plan shall not exceed 50% of
the total number of shares of Common Stock that may be issued from time to time
under the Plan.
6.02 Source of Shares
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The shares of Common Stock issued under the Plan may be authorized
but unissued shares, treasury shares, or shares purchased by the Company on the
open market for use under the Plan.
ARTICLE VII
NUMBER OF SHARES; DESIGNATION OF
PARTICIPANTS
7.01 Overall Total
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(a) General. The Board shall specify the maximum number of shares of
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Common Stock with respect to which Options may be granted in each Plan Year
under the Plan (subject to Section 6.01), and the portion thereof with respect
to which Incentive Stock Options may be granted in the Plan Year.
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(b) Modifications. The Board may increase or decrease any of the
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numbers and portions specified under clause (a) (subject to Section 6.01) with
respect to a Plan Year at any time during such Plan Year, provided that no such
modification adversely affects Options theretofore granted by the Committee in
accordance with Section 7.02.
7.02 Options
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The Committee shall, in its discretion, but subject to the
limitations imposed by the Board pursuant to Sections 6.01 and 7.01(a) of the
Plan, determine from time to time for each Plan Year which Employees, Eligible
Directors, Officers or Advisors will be granted Options under the Plan in such
Plan Year, the number of shares of Common Stock subject to each Option, whether
the Options will be Incentive Stock Options or Non-Qualified Stock Options, and
the exercise price of each Option; provided that any grants made prior to
approval of this Plan by the stockholders of the Company shall be subject to and
conditioned upon such stockholder approval. In making all such determinations
there shall be taken into account the duties, responsibilities and performance
of each respective individual, his present and potential contributions to the
growth and success of the Company, his salary, the market place movement of the
stock price, the Company's financial projections, and such other factors as the
Committee shall deem relevant to accomplish the purposes of the Plan. The
Committee shall thereupon grant Options of such types and covering such shares
to the individuals so identified.
7.03 Special Limitation on Incentive Stock Option Exercise
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The maximum aggregate Fair Market Value of Common Stock, determined
at the time an Incentive Stock Option is granted, with respect to which
Incentive Stock Options are exercisable for the first time by any Participant
during any calendar year under all incentive stock option plans of the Company
and its subsidiaries shall not exceed $100,000. Any Option granted under the
Plan in excess of the foregoing limitations shall be clearly and specifically
designated as being a Non-Qualified Option and not an Incentive Stock Option.
ARTICLE VIII
NONDISCRETIONARY GRANTS
8.01 Nondiscretionary Grants of Options. Each Non-Employee Director
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shall automatically receive a Non-Qualified Option to purchase 5,000 shares of
Common Stock on the Effective Date of the Plan. In addition, during the term of
the Plan, as of the close of business on the day of the Company's Annual Meeting
of Stockholders, each Non-Employee Director shall receive a Non-Qualified Option
to purchase 5,000 shares of Common Stock, so long as such person is then serving
as a Non-Employee Director; provided that any grants made prior to approval of
this Plan by the stockholders of the Company shall be subject to and conditioned
upon such stockholder approval.
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8.02 Duration of Non-discretionary Options. Subject to the
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provisions of Sections 9.03(c) and 9.04, each Option granted pursuant to this
Article and all rights thereunder shall expire on the tenth anniversary of the
date of its grant.
8.03 Vesting of Non-discretionary Options. Subject to Section 8.01,
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each Option granted pursuant to this Article shall be fully vested on the six-
month anniversary of the date of grant.
8.04 Purchase Price. The purchase price for Common Stock acquired
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pursuant to the exercise, in whole or in part, of any Option shall be the Fair
Market Value of the Common Stock as of the date the Option is granted.
ARTICLE IX
OPTION TERMS
Subject to the provisions of Article VIII, each Option granted under
the Plan shall be on the following terms and conditions.
9.01 Stock Option Agreement
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The proper Officers of the Company and each Participant shall execute
a Stock Option Agreement, which shall set forth the total number of shares of
Common Stock to which it pertains, the exercise price, whether it is a Non-
Qualified or Incentive Stock Option, and such other terms, conditions,
restrictions and privileges as the Committee in each instance shall deem
appropriate, provided they are not inconsistent with the terms, conditions, and
provisions of this Plan. Each Participant shall receive a copy of his executed
Stock Option Agreement.
9.02 Option Exercise Price
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The per share price at which Common Stock may be purchased upon
exercise of any Option shall be no less than one hundred percent (100%) of the
Fair Market Value of a share of the applicable series of Common Stock at the
time such Option is granted.
9.03 Vesting and Exercise of Options
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(a) General Rules. Unless the Committee shall specifically state to
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the contrary, Incentive Stock Options and Non-Qualified Options granted under
this Plan shall become fully vested and exercisable upon their date of grant.
Notwithstanding the foregoing, and subject to the provisions of Section 9.04(b),
no vesting shall occur on or after the date on which a Participant's employment
with the Company and all Subsidiary Companies or service as a Director or
Advisor is terminated for any reason other than his death, Disability or
Retirement.
(b) Acceleration of Right of Exercise of Options. Notwithstanding the
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general rule described in clause (a), the following provisions shall apply:
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(1) Mergers and Reorganizations. If the Company or its stockholders
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enter into an agreement to dispose of all or substantially all of the
assets or stock of the Company by means of a sale, merger, or other
reorganization, liquidation or otherwise, any Option shall become
immediately exercisable with respect to the full number of shares subject
to such Option during the period commencing as of the date of the agreement
to dispose of all or substantially all of the assets or stock of the
Company and ending when the disposition of assets or stock contemplated by
that agreement is consummated or the Option is otherwise terminated in
accordance with its provisions or the provisions of the Article pursuant to
which it was granted, whichever occurs first; provided that no Option shall
become immediately exercisable under this section on account of any
agreement of merger or reorganization when the stockholders of the Company
immediately before the consummation of the transaction will own at least
50% of the total combined voting power of all classes of stock entitled to
vote of the surviving entity immediately after consummation of the
transaction.
(2) Change in Control. All outstanding Options will become
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immediately vested and exercisable in the event there is an actual or
threatened change in control of the Company. A "change in control of the
Company" for purposes of this Section shall refer to the acquisition of 10%
or more of the voting securities of the Company by any one person or by
persons acting as a group within the meaning of Section 13(d)(3) of the
Exchange Act (other than an acquisition by a person or group meeting the
requirements of clauses (i) and (ii) of Rule 13d-1(b)(1) promulgated under
the Exchange Act); provided that for purposes of this Plan, no change in
control or threatened change in control shall be deemed to have occurred if
prior to the acquisition of, or offer to acquire, 10% or more of the voting
securities of the Company, the full Board shall have adopted by not less
than two-thirds vote a resolution specifically approving such acquisition
or offer. The term "person" for purposes of this Section refers to an
individual or a corporation, partnership, trust, association, joint
venture, pool, syndicate, sole proprietorship, unincorporated organization
or any other form of entity not specifically listed herein. A "threatened
change in control of the Company" for purposes of this Section shall refer
to any set of circumstances which in the opinion of the Board, as expressed
through a resolution, poses a real, substantial and immediate possibility
of leading to a change in control of the Company as defined above.
(c) Ten Percent Stockholders. In the event of the grant of any Incentive
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Stock Option to an individual who, at the time such Option is granted, owns
shares of stock possessing more than ten percent (10%) of the total combined
voting power of all classes of stock of the Company or any Subsidiary Company or
affiliate thereof within the meaning of Section 422(b)(6) of the Code, the per
share price at which the subject Common Stock may be purchased upon exercise of
the Incentive Stock Option shall be no less than one hundred ten percent (110%)
of the Fair Market Value of the applicable series of Common Stock at the time
such
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Option is granted and such Option shall not be exercisable after the expiration
of five years from the date of grant.
9.04 Duration of Options
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(a) General Rules. Except as provided in Sections 9.04(b)-(f), each Option
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or portion thereof shall be exercisable at any time on or after it vests and
becomes exercisable and shall expire on the tenth anniversary of the day of its
grant.
(b) Exception for Termination of Employment or Service for Reasons Other
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than Retirement, Death, Disability or for Misconduct. In the event a
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Participant who is an Employee of the Company or any Subsidiary Company shall
cease to be employed by the Company or Subsidiary Company, or a Participant who
is a Director or Advisor shall cease to serve as a Director or Advisor, for any
reason other than retirement, death, disability or for misconduct, (i) the
Committee shall have the ability to accelerate the vesting of the Participant's
Option (other than a Non-discretionary Stock Option) in its sole discretion, and
(ii) such Participant's Option shall be exercisable (to the extent exercisable
on the date of termination of employment or service as a Director or Advisor,
or, if the Committee, in its discretion, has accelerated the vesting of such
Option, to the extent exercisable following such acceleration) (a) if such
Option is an Incentive Stock Option or a Non-discretionary Stock Option, at any
time within three months after the date of termination of employment or service
as a Non-employee Director, unless by its terms the Stock Option expires
earlier; or (b) if such Stock Option is a Non-Qualified Stock Option other than
a Non-discretionary Stock Option, at any time within three months after the date
of termination of employment or service as a Director or Advisor, unless by its
terms the Option expires earlier or unless the Committee agrees, in its sole
discretion, to further extend the term of such Non-Qualified Option; provided
that the term of any such Non-Qualified Option shall not be extended beyond its
initial term.
(c) Exception for Termination of Employment Due to Retirement. If a
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Participant ceases to be employed by the Company or a Subsidiary Company as a
result of Retirement, (i) the Committee shall have the ability to accelerate the
vesting of the Participant's Option in its sole discretion, and (ii) the
Participant's Option shall be exercisable (to the extent exercisable on the
effective date of such Retirement or, if the vesting of such Option has been
accelerated, to the extent exercisable following such acceleration) (a) if such
Option is an Incentive Stock Option, at any time within three months after the
effective date of such Retirement, unless by its terms the Option expires
earlier, and (b) if such Option is a Non-Qualified Stock Option, at any time
within 12 months after the effective date of such Retirement, unless by its
terms the Option expires sooner or the Committee agrees, in its sole discretion,
to further extend the term of such Non-Qualified Option; provided that the term
of any such Non-Qualified Option shall not be extended beyond its initial term.
(d) Exception for Termination of Employment or Service Due to Death.
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Except as otherwise limited by the Committee at the time of the grant of an
Option, if a Participant dies while employed by the Company or a Subsidiary
Company, or while serving as a Director or Advisor, or within three months after
ceasing to be an Employee, Director or Advisor, (i) the
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Committee shall have the ability to accelerate the vesting of the Participant's
Option (other than a Non-discretionary Stock Option) in its sole discretion, and
(ii) such Participant's Option shall be exercisable (to the extent exercisable
on the date of death, or, if the Committee, in its discretion, has accelerated
the vesting of such Option, to the extent exercisable following such
acceleration) at any time within 12 months thereafter, unless by its terms it
expires sooner or the Committee agrees, in its sole discretion, to further
extend the term of such Option (other than a Non-discretionary Stock Option);
provided that the term of any such Option shall not be extended beyond its
initial term. During such period, the Option may be exercised by the
Participant's personal representative or by the distributees to whom the
Participant's rights under the Stock Option shall pass by will or by the laws of
descent and distribution.
(e) Exception for Termination of Employment or Service Due to Disability.
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If a Participant ceases to be employed by the Company or a Subsidiary, or ceases
to serve as a Director or Advisor, as a result of Disability, the Participant's
Stock Option shall become fully exercisable and shall expire 12 months
thereafter, unless by its terms it expires sooner or, unless the Committee
agrees, in its sole discretion, to extend the term of such Stock Option (other
than an Incentive Stock Option or Non-discretionary Stock Option); provided that
the term of any Stock Option shall not be extended beyond its initial term.
(f) Revocation for Misconduct. The Committee may by resolution immediately
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revoke, rescind and terminate any Option, or portion thereof, to the extent not
yet vested, previously granted under this Plan to a Participant who is
discharged from the employ or service of the Company or a Subsidiary Company for
cause (as hereinafter defined), or who is discovered after termination of
employment or service to have engaged in conduct that would have justified
termination for cause. For purposes of this Section, "cause" shall mean an act
or acts involving a felony, fraud, willful misconduct, the commission of any act
that causes or reasonably may be expected to cause substantial injury to the
Company or a Subsidiary Company or other good cause. The term "other good
cause" as used in this Section shall include, but shall not be limited to,
habitual impertinence, a pattern of conduct that tends to hold the Company or a
Subsidiary Company up to ridicule in the community, conduct disloyal to the
Company or a Subsidiary Company, conviction of any crime of moral turpitude and
substantial dependence, as judged by the Committee, on alcohol or any controlled
substance. "Controlled substance" means a drug, immediate precursor or other
substance listed in Schedules I-V of the Federal Comprehensive Drug Abuse
Prevention and Control Act of 1970, as amended.
9.05 Nonassignability
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The Committee may, in its discretion, provide in a Stock Option
Agreement that Non-Qualified Options, other than Non-discretionary Stock
Options, granted hereunder are transferable by the Participant to members of his
immediately family (i.e., parents, children, grandchildren or spouse), trusts
for the benefit of such immediate family members and partnerships in which such
immediate family members are the only partners, provided that there cannot be
any consideration for the transfer.
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Except as may be agreed upon by the Committee in accordance with the
immediately preceding paragraph, Options shall not be transferable other than by
will or the laws of descent and distribution or, with respect to Non-Qualified
Options, pursuant to the terms of a qualified domestic relations order as
defined by the Code or Title I of ERISA, or the rules thereunder, and may be
exercised during the lifetime of a Participant only by that Participant or by
his legally authorized representative. The designation by the Participant of a
beneficiary shall not constitute a transfer of the Option.
9.06 Manner of Exercise
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Options may be exercised in part or in whole and at one time or from
time to time. The procedures for exercise shall be set forth in the written
Stock Option Agreement provided for in Section 9.01 above.
9.07 Payment for Shares
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Payment in full of the purchase price for shares of Common Stock
purchased pursuant to the exercise of any Option shall be made to the Company
upon exercise of the Option. All shares sold under the Plan shall be fully paid
and nonassessable. Payment for shares may be made by the Participant either (i)
in cash, (ii) by certified or cashier's check, (iii) if permitted by the
Committee, by shares of Common Stock, (iv) if permitted by the Committee, by
cash or certified or cashier's check for the par value of the stock plus a
promissory note for the balance of the exercise price, which note shall provide
for full personal liability of the maker and shall contain such other terms and
provisions as the Committee may, in its sole discretion, determine, including
without limitation the right to repay the note partially or wholly with Common
Stock or (v) if permitted by the Committee, by delivery of a copy of irrevocable
instructions from the Participant to a broker or dealer, reasonably acceptable
to the Company, to sell certain of the shares purchased upon exercise of the
Option or to pledge them as collateral for a loan and promptly deliver to the
Company the amount of sale or loan proceeds necessary to pay such purchase
price. If any portion of the purchase price or a note given at the time of
exercise is paid in shares of Common Stock, those shares shall be tendered at
their then Fair Market Value.
Notwithstanding anything to the contrary in the foregoing the
Committee may, in its sole discretion and without any obligation to do so,
assist a Participant in the exercise of Options granted hereunder and the
purchase of shares of Common Stock pursuant thereto, provided that exercise of
such discretion does not constitute a modification of the Plan within the
meaning of Section 424(h) of the Code and regulations thereunder.
The terms of any loan, installment method of payment or guarantee,
including the interest rate, term and terms of repayment, shall be established
by the Committee in its sole discretion. Loans, installment payments and
guarantees may be granted without security, provided that the maximum credit
available in any event shall not exceed the purchase price for the shares of
Common Stock for which the Option is being exercised, plus any federal and state
income tax liability incurred in connection with the exercise of the Option.
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9.08 Voting and Dividend Rights
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No Participant shall have any voting or dividend rights or other
rights of a stockholder in respect of any shares of Common Stock covered by an
Option prior to the time that his name is recorded on the Company's stockholder
ledger as the holder of record of such shares acquired pursuant to an exercise
of an Option.
9.09 Additional Terms Applicable to Incentive Stock Options
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Participants shall immediately notify the Company in writing of any
sale, transfer, assignment or other disposition (or action constituting a
disqualifying disposition within the meaning of Section 421 of the Code) of any
shares of Common Stock acquired through exercise of an Incentive Stock Option
within two (2) years after the grant of such Incentive Stock Option or within
one (1) year after the acquisition of such shares, setting forth the date and
manner of disposition, the number of shares disposed of and the price at which
such shares were disposed of.
The Committee, in its sole discretion, may require shares of Common
Stock acquired by a Participant upon exercise of any Incentive Stock Option to
be held in an escrow arrangement for the purpose of enabling compliance with the
provisions of this Section 9.09. The Company shall be entitled to withhold from
any compensation or other payments then or thereafter due to the Participant
such amounts as may be necessary to satisfy any withholding requirements of any
federal or state law or regulation and, further, to collect from the Participant
any additional amounts which may be required for such purpose.
ARTICLE X
ADJUSTMENTS FOR CAPITAL CHANGES
10.01 Adjustments. If the outstanding Common Stock is increased,
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decreased, changed into or exchanged for a different number or kind of shares or
securities through merger, consolidation, combination, exchange of shares, other
reorganization, recapitalization, reclassification, stock dividend, stock split
or reverse stock split, an appropriate and proportionate adjustment shall be
made in the maximum number of shares of Common Stock that may be subject to
Options granted under the Plan. A corresponding adjustment shall also be made
in the number of shares of Common Stock subject to, and the exercise price per
share of, Options that shall have been granted prior to any such change. The
foregoing adjustments and the manner of application of the foregoing provisions
shall be determined solely by the Committee, and any such adjustment may provide
for the elimination of fractional share interests.
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<PAGE>
ARTICLE XI
AMENDMENT AND TERMINATION OF THE PLAN
11.01 The Board may, by resolution, at any time terminate, amend or revise
the Plan with respect to any shares of Common Stock as to which Options have not
been granted. However, without approval of the Company's stockholders, no
amendments shall (a) change the maximum number of shares that may be offered for
sale under Options in the aggregate (except in accordance with the provisions of
Article X), (b) change the class of individuals eligible to receive Options, (c)
extend the term of the Plan, (d) change the formula set forth in Article VIII
for determining the purchase price for Common Stock acquired pursuant to the
exercise of any Non-discretionary Stock Option, or (e) otherwise materially
increase the benefits accruing to Participants under the Plan. In addition,
Article VIII shall not be amended more than once in any six-month period, other
than to comport with changes in the Code or ERISA, or the Rules thereunder. The
Committee may not, without the consent of the holder of an Option, alter or
impair any Option previously granted or awarded under the Plan except as
specifically authorized herein.
ARTICLE XII
RIGHTS OF PARTICIPANTS
12.01 Neither the Plan nor the grant of any Options hereunder, nor any
action taken by the Committee or the Board in connection with the Plan, shall
confer upon or create any right on the part of any Employee of the Company or a
Subsidiary Company to continue in the employ of the Company or a Subsidiary
Company nor shall it confer upon or create any right on the part of any Director
or Advisor to continue in the service as Director or Advisor.
ARTICLE XIII
WITHHOLDING
13.01 Tax Withholding Condition Precedent. The issuance, delivery or
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exercise of any Options under the Plan is subject to the condition that if at
any time the Committee shall determine, in its discretion, that the satisfaction
of withholding tax or other withholding liabilities under any state or federal
law is necessary or desirable as a condition of, or in connection with, the
issuance, delivery, or exercise of the Options, then the issuance, delivery, or
exercise of the Options shall not be effective unless the withholding shall have
been effected or obtained in a manner acceptable to the Committee.
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<PAGE>
13.02 Manner of Satisfying Withholding Obligation. When a Participant is
-------------------------------------------
required to pay to the Company an amount required to be withheld under
applicable income tax laws in connection with the exercise of an Option, such
payment may be made (i) in cash, (ii) by check, (iii) by delivery to the Company
of shares of Common Stock already owned by the Participant having a Fair Market
Value on the date on which the amount of tax to be withheld (the "Tax Date") is
determined equal to the amount required to be withheld, (iv) through the
withholding by the Company ("Company Withholding") of a portion of the shares
acquired upon the exercise of the Option having a Fair Market Value on the Tax
Date equal to the amount required to be withheld or (v) in any other form of
valid consideration, as permitted by the Committee in its discretion; provided
that a Participant who is subject to Section 16 of the Exchange Act shall not be
permitted to elect to satisfy his withholding obligation through Company
Withholding; provided further, however, that the Committee, in its sole
discretion, may require that such Participant's withholding obligation be
satisfied through Company Withholding.
ARTICLE IX
EFFECTIVE DATE OF THE PLAN; TERM; FISCAL YEAR
14.01 Effective Date of the Plan
--------------------------
This Plan shall become effective on the Effective Date, and Options
may be granted hereunder on or after the Effective Date and prior to the
termination of the Plan; provided that no Incentive Stock Option may be
exercised unless this Plan is approved by a vote of the holders of a majority of
the outstanding shares of the Company's Common Stock within twelve (12) months
following the date the Plan is adopted.
14.02 Term of Plan
------------
Unless sooner terminated, the Plan shall remain in effect for a
period of ten (10) years ending on May 19, 2003. Termination of the Plan shall
not affect any Options previously granted, and such Options shall remain valid
and in effect until they have been fully exercised, are surrendered, or by their
terms expire or are forfeited.
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<PAGE>
14.03 Fiscal Year of Plan
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The Plan's fiscal year shall end on December 31.
STEVENS GRAPHICS CORPORATION
By: /s/ Paul I. Stevens
---------------------------
Paul I. Stevens,
Chairman of the Board
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<PAGE>
EXHIBIT 99.2
STEVENS GRAPHICS CORPORATION
NON-QUALIFIED OPTION
AGREEMENT
1. Grant of Option. Pursuant to a resolution of the Compensation
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Committee of the Board of Directors of Stevens Graphics Corporation, a Delaware
corporation (the "Company"), effective (the "Date of Grant"),
the Company hereby grants (the "Participant") under the
Company's Stock Option Plan (the "Plan"), and pursuant to the rules and
regulations of said plan, a Non-Qualified Stock Option to purchase from the
Company a total of shares of the Company's Series A Common Stock (the
"Option") all at an exercise price per share of , in the amounts,
during the periods, and upon the terms and conditions set forth herein and in
the Plan (as amended). Unless otherwise defined herein or the context hereof
otherwise requires, each term used herein with its initial letter capitalized
has the meaning given to such term in the Plan.
It shall be a condition to the delivery of the Option that Participant
shall have returned to the Company for cancellation Non-Qualified Stock Options
to purchase an aggregate of shares of the Company's Common Stock
previously granted to Participant.
2. Time of Exercise. From the Date of Grant, the Option may be
----------------
exercised, prior to the fifth anniversary from the Date of Grant, as to not more
than the following percentages of the number of shares covered by this Option
during the respective periods set forth below:
0% from and after the Date of Grant and prior to the first anniversary of
the Date of Grant;
50% from and after the first anniversary of the Date of Grant and prior to
the second anniversary of the Date of Grant;
100% from and after the second anniversary of the Date of Grant;
provided, however, that this Option shall not become exercisable for any shares
of the Company's Series A Common Stock on or after the date on which
Participant's employment with the Company and all Subsidiary Companies is
terminated for any reason other than his death, Disability or Retirement. Upon
the termination of Participant's employment with the Company and all Subsidiary
Companies because of his death, Disability or Retirement, this Option shall
immediately become exercisable for 100% of the shares of the Company's Series A
Common Stock covered by this Option. Subject to the foregoing, any unexercised
portion of this Option may be carried over to any subsequent period or periods
and the right of Participant to exercise this Option to the maximum extent
<PAGE>
permissible as to such unexercised portion shall continue for the entire term
of the Option. In no event may this Option be exercised in whole or in part,
however, after the expiration of the term described in Paragraph 3 below.
3. Term. This Option shall terminate on , unless
----
terminated earlier pursuant to Section 13 hereunder.
4. Restrictions on Exercise. The Option evidenced by this Agreement:
------------------------
(a) May be exercised only with respect to full shares and no
fractional shares of Series A Common Stock shall be issued upon
exercise of the Option; and
(b) May be exercised in whole or in part, but no certificates
representing shares subject to such Option shall be delivered if
any requisite registration with, clearance by, or consent,
approval or authorization of, any governmental authority of any
kind having jurisdiction over the exercise of the Option, or
issuance of securities upon such exercise, shall have not been
taken or secured, or an opinion of counsel for the Company has
not been received stating that no such consent, approval or
authorization is necessary.
5. Manner of Exercise. The Option may be exercised commencing upon the
------------------
Date of Grant, in whole or in part and from time to time over the
Option period, by written notice to the Company of the number of
shares being purchased and the purchase price to be paid accompanied
by the following:
(a) full payment of the exercise price in United States dollars, or
in shares of Common Stock of the Company then owned by
Participant, or in any other form of valid consideration, or a
combination of any of the foregoing as required or permitted by
the Committee in its discretion; and
(b) an undertaking to furnish or execute such documents as the
Company in its discretion shall deem necessary (i) to evidence
such exercise, in whole or in part, of the Option evidenced by
this Agreement, (ii) to determine whether registration is then
required under the Securities Act of 1933, as then in effect, and
(iii) to comply with or satisfy the requirements of the
Securities Act of 1933, or any other federal, state or local law,
as then in effect.
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<PAGE>
Upon due exercise of the Option, the Company shall issue such shares registered
in the name of the person exercising the Option.
6. Withholding of Taxes. The Company shall be entitled to withhold from
--------------------
any payments otherwise due Participant such amounts as may be necessary to
satisfy any federal income tax withholding requirement with respect to the
exercise of the Option herein granted, the transfer of shares of Series A Common
Stock of the Company, or the disposition of such shares, and may, if necessary,
collect from Participant additional amounts necessary to satisfy the withholding
requirement.
7. Non-Transferability of Options. This Option is not assignable or
------------------------------
transferable by Participant otherwise than by will or the laws of descent and
distribution and during the lifetime of Participant may only be exercised by
Participant.
8. Rights as Stockholder. Neither Participant nor any of Participant's
---------------------
beneficiaries shall be deemed to have any rights as a stockholder with respect
to any shares covered by the Option evidenced by this Agreement until the
issuance of a certificate to Participant for such shares. Except as provided in
Paragraph 9 of this Agreement, no adjustment shall be made for dividends or
other rights for which the record date is prior to the issuance of such
certificate or certificates.
9. Capital Adjustments. The aggregate number of shares of Series A Common
-------------------
Stock covered by the Option and the exercise price per share of Series A Common
Stock covered by the Option shall be proportionately adjusted for any increase
or decrease in the total number of outstanding shares of Series A Common Stock
issued subsequent to the Date of the Grant resulting from a split, subdivision
or consolidation of shares or any other capital adjustment, the payment of a
stock dividend, or other increase or decrease in such shares effected without
receipt or payment of consideration by the Company.
10. Rights in Event of Death of Participant. If Participant dies prior to
---------------------------------------
termination of Participant's rights to exercise the Option in accordance with
the provisions of this Agreement without having exercised the Option as to all
shares covered hereby, the Option may be exercised by Participant's estate or a
person who acquired the right to exercise the Option by bequest or inheritance
or by reason of the death of Participant, provided the period during which the
Option may be so exercised shall not continue beyond the expiration of this
Option or one year from the date of Participant's death whichever date first
occurs.
11. Stock Purchased for Investment. Unless the shares are covered by a
------------------------------
then current and effective registration statement under the Securities Act of
1933, as then in effect, Participant, by accepting this Option, represents and
agrees on behalf of
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<PAGE>
Participant and Participant's transferees by will or the laws of descent and
distribution that all shares of Series A Common Stock purchased upon the
exercise of the Option will be acquired for investment and not for resale or
distribution, and that upon each exercise of any portion of the Option, the
person entitled to exercise the same shall furnish evidence satisfactory to
the Company (including a written and signed representation) to the effect that
the shares are being acquired in good faith for investment and not for resale or
distribution.
12. Notices. Each notice relating to this Agreement shall be in writing
-------
and delivered in person or by certified mail to the proper address. Each notice
shall be deemed to have been given on the date it is received. Each notice to
the Company shall be addressed to it at its principal office, in Fort Worth,
Texas, to the attention of the Chairman, Compensation Committee. Each notice to
Participant or other person or persons then entitled to exercise the Option
shall be addressed to Participant or such other person or persons at
Participant's address as provided to the Company by Participant. Anyone to whom
a notice may be given under this Agreement may designate a new address by notice
to that effect.
13. Termination of Option Rights. The Option granted hereunder shall
----------------------------
terminate three (3) months after the termination of Participant's employment or
directorship with the Company and all Company Subsidiaries, whether voluntarily
or involuntarily, except if the cause of the termination is by reason of death,
Disability or Retirement then the Option shall terminate on the earlier of the
expiration of the Option or one (1) year after the date of termination due to
death, Disability or Retirement.
14. Employment. This Agreement does not confer upon Participant any
----------
right to continue in the employ of the Company, nor does it in any way limit or
interfere with the right of the Company to terminate the employment of
Participant at any time or alter the terms of that employment.
15. No Obligation to Exercise Option. This Agreement does not impose any
--------------------------------
obligation upon Participant to exercise the Option grated hereunder.
16. Law Governing. THIS AGREEMENT IS INTENDED TO BE PERFORMED IN THE
-------------
STATE OF TEXAS AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH AND
GOVERNED BY THE LAWS OF SUCH STATE.
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<PAGE>
IN WITNESS WHEREOF, the Company and Participant have executed this
Agreement effective as of the Date of Grant.
STEVENS INTERNATIONAL, INC.
By:
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PARTICIPANT:
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Printed Name
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