As filed with the Securities and Exchange Commission on June 3,
1997
Registration No. 333-_________
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
TOASTMASTER INC.
(Exact name of registrant as specified in its charter)
Missouri 43-1204566
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1801 North Stadium Boulevard, Columbia, Missouri 65202
(Address of Principal Executive Offices) (Zip Code)
TOASTMASTER INC. 1997 NON-EMPLOYEE DIRECTORS STOCK OPTION PLAN
(Full title of the plan)
Daniel J. Stubler, 1801 North Stadium Boulevard, Columbia,
Missouri 65202
(Name and address of agent for service)
(573) 445-8666
(Telephone number, including area code, of agent for service)
Please send copies of all correspondence to:
STINSON, MAG & FIZZELL, P.C.
1201 Walnut Street
Kansas City, Missouri 64106
Attention: James W. Allen
(816) 842-8600
CALCULATION OF REGISTRATION FEE
Proposed Proposed
Title of maximum maximum
securities Amount to offering aggregate Amount of
to be be price offering registration
registered registered per share /1/ price /1/ fee
Shares of
Common
Stock,
$.10 par 15,000
value shares/2/ $3.4375 $51,563 $100
/1/ Determined pursuant to Rule 457(h) under the Securities Act
of 1933 for purposes of calculating registration fee, based
on the $3.4375 price per share at which options may be
exercised under the Toastmaster Inc. 1997 Non-employee
Directors Stock Option Plan.
/2/ The provisions of Rule 416 shall apply to this Registration
Statement and the number of shares registered on this
Registration Statement automatically shall increase or
decrease as a result of stock splits, stock dividends, or
similar transactions.
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
Toastmaster Inc. (the "Registrant") hereby incorporates by
reference into this Registration Statement the following
documents: (i) its annual report on Form 10-K for the year ended
December 31, 1996; (ii) its quarterly report on Form 10-Q for the
quarter ended March 31, 1997; and (iii) the description of its
common stock, $.10 par value, contained in the Registrant's
Registration Statement on Form 8-B (No. 1-11007). All documents
filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and
15(d) of the Securities Exchange Act of 1934 after the date
hereof and prior to the filing of a post-effective amendment
which indicates that all securities offered have been sold or
which deregisters all securities then remaining unsold shall be
deemed to be incorporated by reference in this Registration
Statement and to be a part hereof from the date of filing of such
documents, except that any information included in any such
document in response to Item 402(i), (k) or (l) of Regulation S-K
shall not be deemed to constitute a part of this Registration
Statement. 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.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
The validity of the shares of the Registrant's common stock
registered pursuant to this Registration Statement and certain
other matters has been passed upon by Stinson, Mag & Fizzell,
P.C., 1201 Walnut, Kansas City, Missouri 64106. Members of such
law firm owned an aggregate of 3,100 shares of the Registrant's
common stock as of May 30, 1997.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 351.355 of The General and Business Corporation Law
of Missouri provides for indemnification by a corporation of its
officers and directors and certain other persons as follows:
1. A corporation created under the laws of this state
may indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or
completed action, suit, or proceeding, whether civil,
criminal, <PAGE> administrative or investigative, other than an
action by or in the right of the corporation, by reason of
the fact that he is or was a director, officer, employee or
agent of the corporation, or is or was serving at the
request of the corporation as a director, officer, employee
or agent of another corporation, partnership, joint venture,
trust or other enterprise, 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 or not opposed to the best interests of the corporation,
and, with respect to any criminal action or proceeding, had
no reasonable cause to believe his conduct was unlawful.
The termination of any action, suit, or proceeding by
judgment, order, settlement, conviction, or upon a plea of
nolo contendere or its equivalent, shall not, of itself,
create a presumption that the person did not act in good
faith and in a manner which he reasonably believed to be in
or not opposed to the best interests of the corporation,
and, with respect to any criminal action or proceeding, had
reasonable cause to believe that his conduct was unlawful.
2. The corporation may indemnify any person who was
or is a party or is threatened to be made a party to any
threatened, pending or completed action or suit by or in the
right of the corporation to procure a judgment in its favor
by reason of the fact that he is or was a director, officer,
employee or agent of the corporation, or is or was serving
at the request of the corporation as a director, officer,
employee or agent of another corporation, partnership, joint
venture, trust or other enterprise against expenses,
including attorneys' fees, and amounts paid in settlement
actually and reasonably incurred by him in connection with
the defense or settlement of the action or suit if he acted
in good faith and in a manner he reasonably believed to be
in or not opposed to the best interests of the corporation;
except that no indemnification shall be made in respect of
any claim, issue or matter as to which such person shall
have been adjudged to be liable for negligence or misconduct
in the performance of his duty to the corporation unless and
only to the extent that the court in which the action or
suit was brought determines upon application that, despite
the adjudication of liability and in view of all the
circumstances of the case, the person is fairly and
reasonably entitled to indemnity for such expenses which the
court shall deem proper.
3. To the extent that a director, officer, employee
or agent of the corporation has been successful on the
merits or otherwise in defense of any action, suit or
proceeding referred to in subsections 1 and 2 of this
section, or in defense of any claim, issue or matter
therein, he shall be indemnified against expenses, including
attorney's fees, actually and reasonably incurred by him in
connection with the action, suit, or proceeding.
4. Any indemnification under subsections 1 and 2 of
this section, unless ordered by a court, shall be made by
the corporation only as authorized in the specific case upon
a determination that indemnification of the director,
officer, employee or <PAGE> agent is proper in the circumstances
because he has met the applicable standard of conduct set
forth in this section. The determination shall be made by
the board of directors by a majority vote of a quorum
consisting of directors who were not parties to the action,
suit, or proceeding, or if such a quorum is not obtainable,
or even if obtainable a quorum of disinterested directors so
directs, by independent legal counsel in a written opinion,
or by the shareholders.
5. Expenses incurred in defending a civil or criminal
action, suit or proceeding may be paid by the corporation in
advance of the final disposition of the action, suit, or
proceeding as authorized by the board of directors in the
specific case upon receipt of an undertaking by or on behalf
of the director, officer, employee or agent to repay such
amount unless it shall ultimately be determined that he is
entitled to be indemnified by the corporation as authorized
in this section.
6. The indemnification provided by this section shall
not be deemed exclusive of any other rights to which those
seeking indemnification may be entitled under the articles
of incorporation or bylaws or any agreement, vote of
shareholders or disinterested directors or otherwise, both
as to action in his official capacity and as to action in
another capacity while holding such office, and shall
continue as to a person who has ceased to be a director,
officer, employee or agent and shall inure to the benefit of
the heirs, executors and administrators of such a person.
7. A corporation created under the laws of this state
shall have the power to give any further indemnity, in
addition to the indemnity authorized or contemplated under
other subsections of this section, including subsection 6,
to any person who is or was a director, officer, employee or
agent, or to any person who is or was serving at the request
of the corporation as a director, officer, employee or agent
of another corporation, partnership, joint venture, trust or
other enterprise, provided such further indemnity is either
(i) authorized, directed, or provided for in the articles of
incorporation of the corporation or any duly adopted
amendment thereof or (ii) is authorized, directed, or
provided for in any bylaw or agreement of the corporation
which has been adopted by a vote of the shareholders of the
corporation, and provided further that no such indemnity
shall indemnify any person from or on account of such
person's conduct which was finally adjudged to have been
knowingly fraudulent, deliberately dishonest or willful
misconduct. Nothing in this subsection shall be deemed to
limit the power of the corporation under subsection 6 of
this section to enact bylaws or to enter into agreements
without shareholder adoption of the same.
8. The corporation may purchase and maintain
insurance on behalf of any person who is or was a director,
officer, employee or agent of the corporation, or is or was
serving at the request of the corporation as a director,
officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise
against any liability asserted against him and incurred by
him in any such capacity, or arising out <PAGE> of his status as
such, whether or not the corporation would have the power to
indemnify him against such liability under the provisions of
this section.
9. Any provision of this chapter to the contrary
notwithstanding the provisions of this section shall apply
to all existing and new domestic corporations, including but
not limited to banks, trust companies, insurance companies,
building and loan associations, savings bank and safe
deposit companies, mortgage loan companies, corporations
formed for benevolent, religious, scientific or educational
purposes and nonprofit corporations.
10. For the purpose of this section, references to
"the corporation" include all constituent corporations
absorbed in a consolidation or merger as well as the
resulting or surviving corporation so that any person who is
or was a director, officer, employee or agent of such a
constituent corporation or is or was serving at the request
of such constituent corporation as a director, officer,
employee or agent of another corporation, partnership, joint
venture, trust or other enterprise shall stand in the same
position under the provisions of this section with respect
to the resulting or surviving corporation as he would if he
had served the resulting or surviving corporation in the
same capacity.
11. For purposes of this section, the term "other
enterprise" shall include employee benefit plans; the term
"fines" shall include any excise taxes assessed on a person
with respect to an employee benefit plan; and the term
"serving at the request of the corporation" shall include
any service as a director, officer, employee or agent of the
corporation which imposes duties on, or involves services
by, such director, officer, employee, or agent with respect
to an employee benefit plan, its participants, or
beneficiaries; and a person who acted in good faith and in a
manner he reasonably believed to be in the interest of the
participants and beneficiaries of an employee benefit plan
shall be deemed to have acted in a manner "not opposed to
the best interests of the corporation" as referred to in
this section.
Article Ten of the Registrant's Articles of
Incorporation contains a provision permitting the Registrant to
indemnify directors, officers, employees and agents to the
fullest extent permitted by Missouri law. In the event that the
laws (including statutes, case law or principles of equity) of
the state of Missouri are amended or changed to permit broader
rights of indemnification, then the Registrant automatically
shall be deemed authorized to indemnify such persons to the
fullest extent permitted by such law, as so changed, without the
need for any further action by the Registrant's directors or
shareholders.
Bylaw 28 of the Registrant's Bylaws requires the
Registrant to indemnify any person against all liabilities and
expenses actually and reasonably incurred by such person in
connection with any action, suit or proceeding by reason of the
fact that such person is or was serving as a director or officer
of the Registrant or, at the Registrant's request, as a director,
<PAGE>
officer, trustee or in any other comparable position of another
enterprise; provided that such person acted in good faith and in
a manner such person reasonably believed to be in or not opposed
to the Registrant's best interests and, with respect to any
criminal action or proceeding, that such person had no reasonable
cause to believe such person's conduct was unlawful; and
provided, further, that the Registrant shall not be required to
indemnify or advance expenses to any such person in connection
with an action, suit or proceeding initiated by such person
unless the initiation of such action, suit or proceeding was
authorized in advance by the Registrant's Board of Directors.
Said Bylaw 28 further provides that such persons are entitled to
indemnity in any action initiated by or in the right of the
Registrant for amounts paid in settlement (provided that the
settlement and all amounts paid in connection therewith are
approved in advance by the Registrant, which approval shall not
be unreasonably withheld) and expenses actually and reasonably
incurred in connection therewith by him if the standards of
conduct specified above are satisfied; provided that the
Registrant shall not indemnify any person for any liabilities or
expenses incurred by such person in connection with an action,
suit or proceeding by or in the right of the Registrant in
respect of any claim, issue or matter as to which such person
shall have been adjudged to be liable for negligence or
misconduct in the performance of such person's duty to the
Registrant, unless and only to the extent that the court in which
the action, suit or proceeding is brought determines that the
person is entitled to indemnity for such expenses.
Bylaw 28 of the Registrant's Bylaws permits the Board
of Directors to authorize the Registrant to purchase and maintain
insurance against any liability asserted against any person
against any liability incurred by such person by reason of the
fact that such person is or was serving as a director or officer
of the Registrant or, at the Registrant's request, as a director,
officer, trustee or in any other comparable position of another
enterprise, whether or not the Registrant would have the power or
obligation to indemnify such person under the provisions
described above. Said Bylaw 28 further provides that the
Registrant shall not be obligated to indemnify any person for any
amounts which have been paid directly to such person by any
insurance maintained by the Registrant; and any indemnification
provided pursuant to said Bylaw 28 shall not be used as a source
of contribution to, or as a substitute for, or as a basis for
recoupment of any payments pursuant to, any indemnification
obligation or insurance coverage which is available from another
enterprise, and payments shall be required to be made thereunder,
only to the extent that the amounts in question have not been
fully paid by any indemnification obligation or insurance
coverage which is available from another enterprise. The
Registrant has obtained directors and officers liability
insurance which (subject to certain limits and deductibles) (i)
insures officers and directors of the Registrant against loss
arising from certain claims made against them by reason of their
being directors or officers, and (ii) insures the Registrant
against loss which it may be required or permitted to pay as
indemnification due its directors or officers for certain claims.
Such insurance provides coverage for certain matters as to which
the Registrant may not be permitted by law to provide
indemnification.
<PAGE>
The indemnification authorized and provided for by the
Registrant's Articles of Incorporation and Bylaws is not
exclusive of any other rights to which those seeking
indemnification may be entitled under any statute, agreement,
vote of shareholders or disinterested directors, policy of
insurance or otherwise, both as to action in their official
capacities and as to action in other capacities while holding
their respective offices.
The Registrant has entered into Indemnification
Agreements with each of its directors and executive officers
which provides for indemnification of the Registrant's directors
and executive officers in certain circumstances. The
indemnification provided by the Indemnification Agreements is
broader in scope than that provided in the Registrant's
Certificate of Incorporation and Bylaws. The Indemnification
Agreements provide that the Registrant's directors and officers
shall be indemnified to the fullest possible extent permitted by
law against all expenses (including attorneys' fees), judgments,
fines and settlement amounts, paid or incurred by them in any
action or proceeding, including any action or by or in the right
of the Registrant, on account of their service as a director or
officer of the Registrant or as a director or officer of any
subsidiary of the Registrant or as a director or officer of any
other company or enterprise when they are serving in such
capacities at the request of the Registrant. No indemnity will
be provided to any director or officer on account of conduct
which is adjudged to be knowingly fraudulent, deliberately
dishonest or a knowing violation of law. In addition, no
indemnification shall be provided if a final court adjudication
shall determine that such indemnification is not lawful, or in
respect of any suit in which judgment is rendered against a
director for an accounting of profits made from a purchase or
sale of securities of the Registrant in violation of Section
16(b) of the Securities Exchange Act of 1934 or of any similar
law, or on account of any remuneration paid to a director which
is adjudicated to have been paid in violation of law.
For information regarding the Registrant's undertaking
to submit to adjudication the issue of indemnification for
violation of the securities laws, see "Undertakings," Item 9
hereof.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
The Exhibits to this Registration Statement are listed in
the Exhibit Index on page 12 of this Registration Statement,
which Index is 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 of
1933;
(ii) To reflect in the prospectus any
facts or events arising after the effective
date of the Registration Statement (or the
most recent post-effective amendment thereof)
which, individually or in the aggregate,
represent a fundamental change in the
information set forth in the Registration
Statement;
(iii) To include any material
information with respect to the plan of
distribution not previously disclosed in the
Registration Statement or any material change
to such information in the Registration
Statement;
Provided, however, that paragraphs (1)(i) and
(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 Registrant pursuant to Section 13 or Section 15(d)
of the Securities Exchange Act of 1934 that are
incorporated by reference in the Registration
Statement.
(2) That, for the purpose of determining any
liability under the Securities Act of 1933, each such
post-effective amendment shall be deemed to be a new
registration statement relating to the securities
offered therein, and the offering of such securities at
that time shall be deemed to be the initial bona fide
offering thereof.
(3) To remove from registration by means of a
post-effective amendment any of the securities being
registered which remain unsold at the termination of
the offering.
B. The undersigned Registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act of
1933, each filing of the Registrant's annual report pursuant to
Section 13(a) or Section 15(d) of the Securities Exchange Act of
1934 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Securities
Exchange Act of 1934) that is incorporated by reference in the
Registration Statement shall be deemed to be a new registration
statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.
<PAGE>
C. Insofar as indemnification for liabilities arising
under the Securities Act of 1933 may be permitted to directors,
officers and controlling persons of the Registrant, the
Registrant has been advised that in the opinion of the Securities
and Exchange Commission such indemnification is against public
policy as expressed in the Act and is, therefore, unenforceable.
In the event that a claim for indemnification against such
liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person of
the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the
Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in
the Act and will be governed by the final adjudication of such
issue.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
the Registrant certifies that it has reasonable grounds to
believe that it meets all of the requirements for filing on Form
S-8 and has duly caused this Registration Statement to be signed
on its behalf by the undersigned, thereunto duly authorized, in
the City of Columbia, State of Missouri, on May 1, 1997.
TOASTMASTER INC.
By /s/ Robert H. Deming
Robert H. Deming
Chairman of the Board
and Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose
signature appears below hereby severally constitutes and appoints
Robert H. Deming, Daniel J. Stubler and John E. Thompson, and
each of them, his true and lawful attorneys-in-fact and agents,
with full power of substitution and resubstitution, for him and
in his name, place and stead, in any and all capacities, to sign
any and all amendments (including post-effective amendments) to
this Registration Statement and all documents relating thereto,
and to file the same, with all exhibits thereto, and other
documents in connection therewith, with the Securities and
Exchange Commission, granting unto said attorneys-in-fact and
agents, full power and authority to do and perform each and every
act and thing necessary or advisable to be done in and about the
premises, as fully to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or his substitute or substitutes,
lawfully may do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement has been signed by the following
persons in the capacities and on the date indicated.
Signature and Title Date
/s/ Robert H. Deming May 1, 1997
Robert H. Deming
Chairman of the Board, Chief Executive
Officer and Director
(Principal Executive Officer)
<PAGE>
/s/ Daniel J. Stubler May 5, 1997
Daniel J. Stubler
President
Chief Operating Officer and Director
/s/ John E. Thompson May 5, 1997
John E. Thompson
Executive Vice President-Chief
Financial Officer, Treasurer and Director
(Principal Financial and Accounting Officer)
/s/ Edward J. Williams May 6, 1997
Edward J. Williams
Director
/s/ S B. Rymer, Jr. May 16, 1997
S B. Rymer, Jr.
Director
/s/ James L. Hesburgh May 2, 1997
James L. Hesburgh
Director
<PAGE>
EXHIBIT INDEX
Exhibit No. Description Page
4.1 Specimen Definitive Common Stock *
Certificate (filed with Registrant's
Registration Statement on Form 8-B (File
No. 1-11007) as Exhibit 3.3 and
incorporated herein by reference).
4.2 Promissory Note, dated November 21, 1989 *
(filed with the Registrant's Registration
Statement on Form S-1 (File No. 33-43932)
as Exhibit 4.4 and incorporated herein
by reference).
4.3 Loan and Security Agreement, *
dated as of November 19, 1993,
between Barclays Business Credit,
Inc. and the Registrant (filed with the
Registrant's Annual Report on Form 10-K
for the year ended December 31, 1993 as
Exhibit 10.1 and incorporated herein by
reference).
4.3.1 First Amendment to Loan and *
Security Agreement, dated as of
March 7, 1994, between Barclays Business
Credit, Inc. and the Registrant (filed with
the Registrant's Annual Report on Form 10-K
for the year ended December 31, 1993 as
Exhibit 10.1.1 and incorporated herein by
reference).
4.3.2 Second Amendment to Loan and Security *
Agreement, dated as of April 20, 1994,
between the Registrant and Barclays Business
Credit, Inc. (filed with the Registrant's
Registration Statement on Form S-8
(File No. 33-80208) as Exhibit 4.3.2 and
incorporated herein by reference)
<PAGE>
4.3.3 Assignment, Assumption and Third Amendment *
to Loan Agreement, dated as of June 23, 1994,
among the Registrant's predecessor, the
Registrant and Barclays Business Credit, Inc.
(filed with the Registrant's Registration
Statement on Form 8-B (File No. 1-11007) as
Exhibit 3.5.3 and incorporated herein by
reference)
4.3.4 Fourth Amendment to Loan and Security *
Agreement,dated as of October 24, 1994,
between the Registrant and Barclays Business
Credit, Inc. (filed with the Registrant's
Annual Report on Form 10-K for the
year ended December 31, 1994 as Exhibit 10.1.4
and incorporated herein by reference)
4.3.5 Fifth Amendment to Loan and Security *
Agreement, dated as of November 17, 1994,
between the Registrant and Barclays Business
Credit, Inc. (filed with the Registrant's
Annual Report on Form 10-K for the
year ended December 31, 1994 as Exhibit 10.1.5
and incorporated herein by reference)
4.3.6 Sixth Amendment to Loan and Security *
Agreement,dated as of December 31, 1994,
between the Registrant and Shawmut Capital
Corporation (filed with the Registrant's
Annual Report on Form 10-K for the
year ended December 31, 1994 as Exhibit 10.1.6
and incorporated herein by reference)
4.3.7 Seventh Amendment to Loan and Security *
Agreement, dated as of April 24, 1995,
between the Registrant and Shawmut Capital
Corporation (filed with the Registrant's
Quarterly Report on Form 10-Q for the
quarter ended June 30, 1995 as Exhibit 10 and
incorporated herein by reference)
4.3.8 Eighth Amendment to Loan and Security *
Agreement, dated as of July 18, 1995,
between the Registrant and Shawmut Capital
Corporation (filed with the Registrant's
Annual Report on Form 10-K for the
year ended December 31, 1995 as Exhibit 10.1.8
and incorporated herein by reference)
<PAGE>
4.3.9 Ninth Amendment to Loan and Security *
Agreement, dated as of March 28, 1996,
between the Registrant and Fleet Capital
Corporation (filed with the Registrant's
Annual Report on Form 10-K for the
year ended December 31, 1995 as Exhibit 10.1.9
and incorporated herein by reference)
4.3.10 Tenth Amendment to Loan and Security *
Agreement, dated as of July 12, 1996,
between the Registrant and Fleet Capital
Corporation (filed with the Registrant's
Quarterly Report on Form 10-Q for the quarter
ended June 30, 1996 as Exhibit 10.1.10 and
incorporated herein by reference)
4.3.11 Eleventh Amendment to Loan and Security *
Agreement, dated as of October 22, 1996,
between the Registrant and Fleet Capital
Corporation (filed with the Registrant's
Quarterly Report on Form 10-Q for the
quarter ended September 30, 1996 as Exhibit
10.1.11 and incorporated herein by reference)
4.3.12 Waiver and Twelfth Amendment to Loan and *
Security Agreement, dated as of February 21,
1997, between the Registrant and Fleet Capital
Corporation (filed with the Registrant's Annual
Report on Form 10-K for the year ended
December 31, 1996 as Exhibit 10.1.12 and
incorporated herein by reference).
4.4 Toastmaster, Inc. 1997 Non-Employee *
Directors Stock Option Plan (filed with the
Registrant's Annual Report on Form 10-K
for the year ended December 31, 1996 as
Exhibit 10.24 and incorporated herein by
reference).
4.5 Form of Toastmaster, Inc. 1997 Non-Employee __
Directors Stock Option Agreement.
<PAGE>
5 Opinion of Stinson, Mag & Fizzell, P.C., __
counsel for the Registrant, with
respect to the legality of the Registrant's
Common Stock being registered hereby.
23.1 Consent of KPMG Peat Marwick LLP, the __
Registrant's independent public accountants.
23.2 Consent of Stinson, Mag & Fizzell, P.C., the __
Registrant's counsel (contained in the
Opinion of Counsel filed herewith as
Exhibit 5).
24. Power of Attorney (included on signature 10
page hereto).
______________
* Incorporated herein by reference
Exhibit 4.5
TOASTMASTER INC.
1997 NON-EMPLOYEE DIRECTORS STOCK OPTION AGREEMENT
THIS AGREEMENT, made and entered as of this 28th day of
February, 1997, by and between Toastmaster Inc., a Missouri
corporation (the "Company"), and _____________________ (the
"Optionee").
WITNESSETH:
WHEREAS, on February 25, 1997, the Company approved a
1997 Non-Employee Directors Stock Option Plan (the "Plan")
pursuant to which the Company shall grant, on February 28, 1997,
the third trading day immediately following the date the Plan was
approved (the "Granting Date"), options to purchase shares of
common stock of the Company (the "Common Stock") to "non-employee
directors" (as defined in said Plan) of the Company; and
WHEREAS, the Optionee is a non-employee director of the
Company and shall be granted an option to purchase shares of
Common Stock on the terms and conditions herein set forth;
NOW, THEREFORE, in consideration of the mutual promises
and covenants herein contained, the parties hereto do hereby
agree as follows:
1. INCORPORATION OF PLAN
All provisions of this agreement and the rights of
the Optionee hereunder are subject in all respects to the
provisions of the Plan.
2. GRANT OF OPTION
Subject to the terms, conditions and provisions
contained in the Plan and this Agreement, the Company hereby
grants to the Optionee as a matter of separate inducement and
agreement in connection with his services, but not in lieu of any
compensation for his services, the right and option (the
"Option") to purchase from the Company, at the times and on the
terms and conditions hereinafter set forth, all or part of an
aggregate of 5,000 shares of Common Stock at the purchase price
of $3.4375 per share. Exercises of this Option may be honored by
issuing authorized and unissued shares of Common Stock.
3. TERM OF OPTION
The Option granted hereunder shall be exercisable
from time to time in whole or in part by the Optionee by the
giving of written notice of exercise to the Company, <PAGE> specifying
the number of shares to be purchased, and by payment of the
purchase price therefor by either (i) cash or certified or
cashier's bank check to the order of the Company, or (ii) shares
of stock of the Company having a fair market value equal to the
purchase price on the exercise date, subject, however, to the
following restrictions:
(a) The Option shall be exercisable within a five
(5) year period beginning on the Granting Date. This option
shall expire five (5) years after the Granting Date. To the
extent that the Optionee does not purchase part or all of the
shares of Common Stock to which he is entitled, this Option shall
expire as to such unpurchased shares.
(b) The Option shall be exercisable in the manner
set forth above, during the lifetime of the Optionee only by him
and may not be exercisable by him unless at the time of exercise
he is a non-employee director of the Company and shall have been
continuously a non-employee director since the Granting Date, or,
if the Optionee's status as a non-employee director with the
Company shall have terminated the Option shall be exercisable
only if exercised prior to the expiration of thirty (30) days
after the date of such termination or prior to five (5) years
after the Granting Date, whichever shall first occur.
(c) The Option shall be exercisable after the
death of the Optionee only if the Optionee shall at the time of
his death have been a non-employee director of the Company and
shall have been continuously a non-employee director since the
Granting Date, and then (i) only by or on behalf of such person
or persons to whom the Optionee's rights under the Option shall
have been passed by the Optionee's will or by the laws of descent
and distribution, and (ii) only if said Option is exercised prior
to the expiration of ninety (90) days after the date of the
Optionee's death or prior to five (5) years after the Granting
Date, whichever shall first occur.
4. NOT A CONTRACT TO CONTINUE STATUS
Nothing herein contained shall be construed as
requiring the Company or its stockholders to continue the status
of Optionee a non-employee director for any specific period.
5. NONASSIGNABILITY
Except as otherwise herein provided, the Option
herein granted and the rights and privileges conferred hereby
shall not be transferred, assigned, pledged or hypothecated in
any way (whether by operation of law or otherwise) and shall not
be subject to execution, attachment, or similar process. Upon
any attempt to transfer, assign, pledge, hypothecate or otherwise
dispose of the Option herein granted, or of any right or
privilege conferred hereby, or upon the levy of any attachment or
similar process upon the rights and privileges conferred hereby,
contrary to the provisions hereof, this Option and the rights and
privileges conferred hereby shall immediately become null and
void.
<PAGE>
6. ADJUSTMENTS FOR STOCK DIVIDENDS, SPLITS, ETC.
In the event that, prior to the delivery to the
Optionee by the Company of all the shares of the Common Stock in
respect of which this Option is hereby granted, the Company shall
have effected any stock dividend stock split, recapitalization,
combination or reclassification of shares or other similar
transaction, then to the extent necessary to prevent dilution or
enlargement of the Optionee's rights hereunder:
(a) in the event that a net increase shall have
been effected in the number of outstanding shares of Common
Stock, the number of shares remaining subject to this Option
shall be proportionately increased, and the cash consideration
payable per share shall be proportionately reduced, and
(b) in the event that a net reduction shall have
been effected in the number of outstanding shares of Common
Stock, the number of shares remaining subject to this Option
shall be proportionately reduced, and the cash consideration
payable per share shall be proportionately increased.
7. ADJUSTMENTS FOR MERGERS, REORGANIZATIONS, ETC.
If the Company shall become a party to any
corporate merger, consolidation, major acquisition of property
for stock, separation, reorganization or liquidation, the Company
shall have power to make arrangements which shall be binding upon
the Optionee for the substitution of a new Option for this
Option, or for the assumption of this Option, provided that such
arrangements shall meet the requirements of Section 424(a) of the
Internal Revenue Code of 1986, as amended (the "Code"), or such
similar provisions of the Code as may then be in effect.
8. RIGHTS OF OPTIONEE
The Optionee shall not be, nor shall he have any
of the rights or privileges of, a stockholder of the Company in
respect of any of the shares issuable upon the exercise of this
Option unless and until certificates representing such shares
shall have been issued and delivered; except that the Company
shall supply the Optionee with all financial information and
other reports which the Company furnished its stockholders during
the Option period.
9. NOTICE
Any notice required to be given under the terms of
this Agreement shall be addressed to the Company in care of its
secretary at its offices at 1801 North Stadium Boulevard,
Columbia, Missouri 65202, and any notice to be given to the
Optionee shall be addressed to him at the address given beneath
his signature hereto. Either party hereto may <PAGE> from time to time
change the address to which notices are to be sent to such party
by giving written notice of such change to the other party. Any
notice hereunder shall be deemed to have been duly given if and
when addressed as aforesaid, registered and deposited, postage
and registry fee prepaid, in a post office regularly maintained
by the United States Government.
10. BINDING EFFECT
This Agreement shall bind, and, except as
specifically provided herein, shall inure to the benefit of the
respective heirs, legal representatives, successors and assigns
of the parties hereto.
11. GOVERNING LAW
This Agreement and the rights of all persons
claiming hereunder shall be construed and determined in
accordance with the laws of the State of Missouri.
IN WITNESS WHEREOF, the Company has caused this
Agreement to be executed by its officers thereunto duly
authorized and its corporate seal to be hereunto affixed, and the
Optionee has hereunto set his hand as of the day and year first
above written.
TOASTMASTER INC.
(CORPORATE SEAL) By____________________________
Name:_______________________
ATTEST: Title:______________________
______________________________
Optionee
Address:___________________
___________________________
___________________________
Exhibit 5
May 30, 1997
Board of Directors
Toastmaster Inc.
1801 North Stadium Boulevard
Columbia, MO 65202
Gentlemen:
Reference is made to the Registration Statement on Form
S-8 (the "Registration Statement") of Toastmaster Inc., a
Missouri corporation (the "Company"), to be filed with the
Securities and Exchange Commission on or about April 3, 1997, for
the purpose of registering under the Securities Act of 1933, as
amended, 15,000 shares of Common Stock, par value $.10 per share
("Common Stock"), of the Company. Said 15,000 shares of Common
Stock are proposed to be issued upon the exercise of stock
options granted or to be granted pursuant to the Toastmaster Inc.
1997 Non-Employee Directors Stock Option Plan.
We have examined the Company's Articles of
Incorporation and all amendments thereto, the Bylaws of the
Company, as presently in effect, minutes of the applicable
meetings of the Board of Directors, Compensation Committee of the
Board of Directors and shareholders of the Company, together with
such other corporate records, certificates of public officials
and other documents as we have deemed relevant to this opinion.
Based upon the foregoing, it is our opinion that:
1. The Company is a corporation duly organized,
validly existing and in good standing under the
laws of the State of Missouri.
2. All necessary corporate action has been taken to
authorize the issuance of the aforesaid 15,000
shares of Common Stock and all such shares as
shall be issued and paid for as described in the
Registration Statement shall be, when so issued,
legally issued, fully paid and nonassessable.
<PAGE>
Board of Directors
Toastmaster Inc.
Page 2
We hereby consent to the reference to our firm under
the heading "Interests of Named Experts and Counsel" in the
Registration Statement. We also consent to the inclusion of this
opinion in the Registration Statement as an exhibit thereto.
Very truly yours,
/s/ Stinson, Mag & Fizzell, P.C.
Stinson, Mag & Fizzell, P.C.
Exhibit 23.1
INDEPENDENT AUDITORS' CONSENT
The Board of Directors
Toastmaster Inc.:
We consent to the incorporation by reference in the Registration
Statement on Form S-8 of Toastmaster Inc. of our report dated
February 21, 1997, relating to the consolidated balance sheets of
Toastmaster Inc. and subsidiary as of December 31, 1996 and 1995,
and the related consolidated statements of operations,
stockholders' equity and cash flows for each of the years in the
three-year period ended December 31, 1996, which report appears
in the December 31, 1996 annual report of Toastmaster Inc.
KPMG PEAT MARWICK LLP
/s/ KPMG PEAT MARWICK LLP
Kansas City, Missouri
May 30, 1997
