As filed with the Securities and Exchange Commission on: June 6, 1996
Registration No. 33-___________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
---------------
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
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HARDING LAWSON ASSOCIATES GROUP, INC.
(Exact name of registrant as specified in its charter)
Delaware 68-0132062
(State or other jurisdiction (I.R.S. Employer Identification No.)
of incorporation or organization)
7655 Redwood Boulevard, Novato, California 94945
- ---------------------------------------------- -------
(Address of principal executive offices) (Zip Code)
Harding Associates, Inc. 1991 Employee Stock
Purchase Plan, as amended
(Full title of the plan)
Donald L. Schreuder
President and Chief Executive Officer
Harding Lawson Associates Group, Inc., 7655 Redwood Boulevard,
Novato, California 94945
(Name and address of agent for service)
(415) 892-0821
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
Title of Proposed Max. Proposed Max. Amount of
Securities Amount to Offering Price Aggregate Registra-
be Registered be Registered Price per Share Price per Share tion Fee
Common Stock,
$.01 par value 100,000 $6.28125 (1) $628,125 $216.60
(1) Estimated solely for the purpose of determining the registration fee,
computed in accordance with Rule 457(h) and Rule 457(c) on the basis of
the average of the reported high and low prices for the Common Stock on
The Nasdaq National Market on June 4, 1996.
<PAGE>
PART I.
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. Plan Information.*
Item 2. Registrant Information and Employee Plan Annual
Information.*
* Information required by Part I to be contained in the Section 10(a)
prospectus is omitted from this Registration Statement in accordance with Rule
428 under the Securities Act of 1933 and the note to Part I of Form S-8.
PART II
Item 3. Incorporation of Documents by Reference
The following documents filed by the Registrant with the Securities and
Exchange Commission are incorporated by reference in this Registration
Statement:
a. Annual Report on Form 10-K for the fiscal year ended May 31, 1995 filed
pursuant to Section 13 of the Securities Exchange Act of 1934, as amended (the
"Exchange Act");
b. Quarterly Reports for the quarters ended August 31, 1995; November 30,
1995 and February 29, 1996;
c. The description of the Registrant's Common Stock contained in the
Registration Statement on Form 10 filed on August 29, 1987 under Section 12 of
the Exchange Act, including any amendment or report filed for the purpose of
updating such description.
All documents filed by the Registrant pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Exchange Act prior to the filing of a post-effective
amendment which indicates that all securities offered hereby 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.
Item 4. Description of Securities
Not applicable.
Item 5. Interest of Named Experts and Counsel
Not applicable.
<PAGE>
Item 6. Indemnification of Directors and Officers
The Delaware General Corporation Law provides for the indemnification
of officers and directors under certain conditions. The Restated Certificate of
Incorporation and Bylaws of the Registrant permit indemnification of directors
and officers to the maximum extent permitted by Delaware law. The Restated
Certificate of Incorporation contains a provision which eliminates the personal
liability of directors of the Registrant for monetary damages for certain
breaches of fiduciary duty, as permitted by Section 102(b) (7) of the Delaware
General Corporation Law. The Registrant has also entered into indemnification
agreements with its executive officers and directors by which the Registrant has
agreed to provide indemnification to them under certain circumstances. The
Registrant has in effect director and officer liability insurance policies
indemnifying the Registrant and the officers and directors of the Registrant and
officers and directors of the Registrant's subsidiaries within specific limits
for certain liabilities incurred by reason of their being or having been
directors or officers. The Registrant pays the entire premium for these
policies.
Item 7. Exemption from Registration Claimed
Not applicable.
Item 8. Exhibits
See Index to Exhibits.
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.
<PAGE>
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
apply if the registration statement is on Form S-3 or Form S-8, and the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the registrant pursuant to
section 13 or section 15(d) of the Exchange Act that are incorporated by
reference in 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 13(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 of 1933 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 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 of 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 Novato, California, on this 5th day of June, 1996.
HARDING LAWSON GROUP ASSOCIATES, INC.
By /s/Donald L. Schreuder
Donald L. Schreuder
President and
Chief Executive Officer
Power of Attorney
Each person whose signature appears below on this Registration
Statement hereby constitutes and appoints Donald L. Schreuder and Gregory A.
Thornton 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 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, and each of them, full power and authority to do
and perform each and every act and thing requisite and necessary to be done in
connection therewith, 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 any of them, or their or his substitute or substitutes, may
lawfully do or cause to be done by virtue hereof.
<PAGE>
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated.
Signature Title Date
/s/ Donald L. Schreuder President and Chief Executive 6-5-96
Donald L. Schreuder Officer (Principal Executive
Officer)
/s/ Gregory A. Thornton Vice President, Chief Financial 6-5-96
Gregory A. Thornton Officer and Treasurer (Principal
Financial and Accounting Officer)
/s/ Richard D. Puntillo Chairman of the Board of 5-28-96
Richard D. Puntillo Directors
/s/ Richard S. Harding Director and Chairman Emeritus 5-28-96
Richard S. Harding
/s/ James M. Edgar Director 6-2-96
James M. Edgar
/s/ Stuart F. Platt Director 6-4-96
Stuart F. Platt
/s/ Barton W. Shackelford Director 6-3-96
Barton W. Shackelford
<PAGE>
EXHIBIT INDEX
Exhibit
No. Exhibit Name
5 Opinion of Counsel; Bronson, Bronson & McKinnon
23.1 Consent of Ernst & Young LLP, Independent Auditors
23.2 Consent of Counsel (See Exhibit 5)
24 Power of Attorney (see signature pages)
99 Harding Associates, Inc. 1991 Employee Stock Purchase Plan, as amended
May 31, 1996
Board of Directors
Harding Lawson Associates Group, Inc.
7655 Redwood Boulevard
Novato, California 94945
Re: Harding Associates, Inc. 1991 Employee Stock Purchase
Plan, as amended (the "Plan")
Gentlemen:
We refer to the Registration Statement on Form S-8 to be filed by
Harding Lawson Associates Group, Inc., formerly Harding Associates, Inc. (the
"Company") with the Securities and Exchange Commission under the Securities Act
of 1933, as amended, relating to 100,000 shares of the Company's common stock,
$.01 par value (the "Shares"), issuable under the Plan. As counsel to the
Company, we have examined such questions of law and such corporate records and
other documents as we have considered necessary or appropriate for the purposes
of this opinion. On the basis of the foregoing, we advise you that in our
opinion the Shares have been duly and validly authorized and, when issued and
sold in the manner contemplated by the Plan, will be validly issued, fully paid,
and nonassessable.
We consent to the filing of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
/s/ Bronson, Bronson & McKinnon LLP
Exhibit 23.1
CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS
We consent to the reference to our firm in the Registration Statement
(Form S-8) pertaining to the Harding Associates, Inc. 1991 Employee Stock
Purchase Plan, as amended of Harding Lawson Associates Group, Inc. and to the
incorporation by reference therein of our report dated July 20, 1995, with
respect to the consolidated financial statements of Harding Lawson Associates
Group, Inc. included in its Annual Report (Form 10-K) for the year ended May 31,
1995, filed with the Securities and Exchange Commission.
/s/ Ernst & Young LLP
Walnut Creek, California
May 31, 1996
HARDING LAWSON ASSOCIATES GROUP, INC.
1991 EMPLOYEE STOCK PURCHASE PLAN
The following constitutes the provisions of the Harding Lawson Associates
Group, Inc. 1991 Employee Stock Purchase Plan:
1. Purpose.
The purpose of the Plan is to foster continued cordial employee
relations by providing employees of Harding Lawson Associates Group, Inc. and
Participating Subsidiaries with an opportunity to purchase Common Stock of
Harding Lawson Associates Group, Inc. through payroll deductions. It is the
intention of Harding Lawson Associates Group, Inc. that the Plan qualify as an
"Employee Stock Purchase Plan" under Section 423 of the Internal Revenue Code of
1986, as amended. The provisions of the Plan shall accordingly be construed so
as to extend and limit participation in a manner consistent with the
requirements of that section of the Code and the regulations promulgated
thereunder.
2. Definitions.
(a) "Board" means the Board of Directors of the Corporation.
(b) "Code" means the Internal Revenue Code of 1986, as amended.
(c) "Committee" means the committee designated by the Board to administer
this Plan.
(d) "Compensation" means the annualized biweekly pay of an Employee,
including salary deferrals under a 401(k) plan.
(e) "Corporation" means Harding Lawson Associates Group, Inc.
(f) "Employee" means any person, including an officer, customarily employed
for at least twenty hours per week and more than five months in a
calendar year by the Corporation or its Participating Subsidiaries.
(g) "Offering Period" shall have the meaning assigned in Section 4 hereof.
(h) "Option Grant Date" means the first business day of each Offering
Period under the Plan.
(i) "Participant" shall have the meaning assigned in Section 5 hereof.
(j) "Participating Subsidiary" means all wholly owned domestic subsidiaries
of the Corporation (determined by reference to Section 424 of the Code)
designated by the Board to be a participating subsidiary.
(k) "Plan" means the Harding Lawson Associates Group, Inc. 1991 Employee
Stock Purchase Plan.
(l) "Purchase Date" means the last business day of each Offering Period
under the Plan.
<PAGE>
3. Eligibility.
Any employee who is employed by the Corporation or its Participating
Subsidiaries on the first day of an Offering Period and who has continuously
been an Employee throughout the immediately preceding six calendar month period
shall be eligible to participate in the Plan during such Offering Period,
subject to the requirements of Section 5 hereof and the limitations imposed by
Section 423(b) of the Code.
4. Offering Period.
Absent action by the Board, there shall be two Offering Periods in each
calendar year, commencing on the first business days on or after July 1 and
January 1 and ending on the last business day of such six-month period. The
Board of Directors of the Corporation shall have the power to change the
duration of Offering Periods with respect to future offerings without
stockholder approval if such change is announced at least seven days prior to
the scheduled beginning of the first offering Period to be affected.
5. Participation.
(a) An eligible Employee may become a Participant in the Plan by
completing a subscription agreement authorizing payroll deduction in the form
provided by the Corporation and filing it with the Director of Human Resources
of the Corporation at the Corporation's principal offices located at 7655
Redwood Boulevard, Novato, California 94945 at least ten days prior to a new
Offering Period.
(b) Payroll deductions for a Participant shall commence with the first
payroll following the Option Grant Date and shall end with the Purchase Date of
the offering, unless sooner terminated by the Participant as provided in Section
10 hereof, or by the Corporation.
6. Payroll Deductions.
(a) At the time a Participant files his or her subscription agreement,
he or she shall elect to have payroll deductions made on each payday during the
Offering Period in an amount equal to (i) five dollars ($5.00) each pay period
or (ii) a fixed integral multiple of five dollars ($5.00) each pay period,
provided that the aggregate of such payroll deductions during the Offering
Period shall not exceed ten percent (10%) of the aggregate Compensation which he
or she would otherwise have received during said Offering Period, or such lesser
percent as the Board may set from time to time.
(b) All payroll deductions authorized by a Participant shall be
credited to his or her account under the Plan. A Participant may not make any
additional payments into such account.
(c) No interest shall accrue for the benefit of a Participant on
the payroll deductions of a Participant.
(d) A Participant may discontinue his or her participation in the
Plan as provided in Section 10 hereof.
<PAGE>
7. Grant of Option.
(a) On each Option Grant Date, each Participant in the Plan shall be
granted an option to purchase (at the per share option price) the number of
shares of the Corporation's Common Stock determined by dividing (i) fifteen
percent (15%) of the Participant's Compensation by (ii) eighty-five percent
(85%) of the fair market value of a share of the Corporation's Common Stock on
such Option Grant Date; but in no event shall such number be greater than the
amount permitted under Section 7(b) of this Plan. Fair market value of a share
of the Corporation's Common Stock shall be determined as provided in Section
7(c) herein.
(b) Exceptions. Any provisions of the Plan to the contrary notwith=
standing, no option shall be granted to an Employee which:
(i) would cause such Employee (or any other person
whose stock ownership would be attributed to such Employee pursuant to
Section 424(d) of the Code), immediately after the grant, to own shares
and/or hold outstanding options to purchase shares (under this Plan or
any other plan maintained by the Corporation or a subsidiary of the
Corporation) possessing five percent (5%) or more of the total combined
voting power or value of all classes of shares of the Corporation or of
any subsidiary of the Corporation; or
(ii) permits the Employee's rights to purchase shares
under all such "employee stock purchase plans" (as defined in Section
423 of the Code) of the Corporation and its subsidiaries to accrue
(i.e., become exercisable) at a rate which exceeds Twenty-Five Thousand
Dollars ($25,000) of the fair market value of such shares (determined
at the time such option is granted) for each calendar year in which
such option is outstanding at any time.
(c) The option price per share of such shares shall be the lower of:
(i) 85% of the fair market value of a share of the Corporation's Common Stock at
the Option Grant Date; or (ii) 85% of the fair market value of a share of the
Corporation's Common Stock at the Purchase Date. The fair market value of the
Corporation's Common Stock on said dates shall be the closing price on the
National Association of Securities Dealers Automated Quotation System for such
date, or if no sale is made on such date, the corresponding closing price on the
first preceding date on which the Corporation's Common Stock was sold.
(d) Any excess contributions remaining in the Employee's account after
the purchase of the shares on the Purchase Date will be held by the Corporation
and combined with the Employee's contributions in his or her account under the
Plan to be used to purchase shares in the next Offering Period.
<PAGE>
8. Exercise of Option.
Unless a Participant withdraws from the Plan as provided in Section 10
hereof, and except as provided in Section 7(b) hereof, his or her option for the
purchase of shares will be exercised automatically for the number of whole
shares which the accumulated payroll deductions in his or her account could
purchase at the applicable option price on the Purchase Date. During his or her
lifetime, a Participant's option to purchase shares hereunder is exercisable
only by him or her.
9. Restrictions on Resale; Delivery of Certificates.
Shares purchased under the Plan may not be sold, transferred or
assigned for six months after the Purchase Date. As promptly as practicable
after the Purchase Date of each Offering Period, the Corporation shall arrange
the delivery of shares to an escrow account or to a third party nominee with
book entry for individual accounts. Participants will receive prompt
confirmation of the shares purchased and information about their account
including procedures for transfer or delivery of their shares after the six
month holding period has lapsed.
10. Withdrawal; Termination of Employment.
(a) A Participant may withdraw all, but not less than all, of the
payroll deductions credited to his or her account under the Plan at any time
prior to the Purchase Date by giving written notice to the Corporation on a form
provided for such purpose. After receipt of his or her notice of withdrawal, all
of the Participant's payroll deductions credited to his or her account will be
paid to him or her promptly, his or her option for the current period will be
automatically cancelled, and no further payroll deductions for the purchase of
shares will be made during the Offering Period.
(b) Upon termination of the Participant's employment for any reason,
including retirement, permanent disability or death, the payroll deductions
credited to his or her account will be returned to him or her or, in the case of
his or her death, to the person or persons entitled thereto under Section 13
hereof, and his or her option will be automatically cancelled.
(c) A Participant's withdrawal from an offering will not have any
effect upon his or her eligibility to participate in a succeeding offering or in
any similar plan which may hereafter be adopted by the Corporation.
11. Stock.
(a) The maximum number of shares of the Corporation's Common Stock
which may be sold pursuant to options exercised under the Plan shall be 250,000
shares, subject to adjustment upon changes in capitalization of the Corporation
as provided in Section 16 hereof. The shares to be sold to Participants in the
Plan may be, at the election of the Corporation, either treasury shares or
shares authorized but unissued. In addition, the officers of the Corporation are
authorized to acquire shares of the Corporation's Common Stock in the open
market for resale under this Plan. If the total number of shares which would
otherwise be subject to options granted pursuant to Section 7(a) hereof at the
Option Grant Date exceeds the number of shares then available under the Plan
<PAGE>
(after deduction of all shares for which options have been exercised or are then
outstanding), the Corporation shall make a pro rata allocation of the shares
remaining available for option grant in a uniform and equitable manner. In such
event, the Corporation may reduce the rate of payroll deductions as appropriate.
(b) The Participant will have no interest or voting right in shares
covered by his or her option until such option has been exercised.
(c) Shares to be delivered to a Participant under the Plan will be
registered in the name of the Participant or in the name of the Participant and
another person of legal age as joint tenants, with right of survivorship.
12. Administration.
(a) The Plan shall be administered by the Board. The Board, however,
may at any time appoint a Committee and delegate to such Committee some or all
of the administrative powers possessed by the Board under the provisions of the
Plan. Members of the Committee shall serve for such term as the Board may
determine and shall be subject to removal by the Board at any time. The Board
may also at any time terminate the functions of the Committee and reassume all
powers and authority previously delegated to the Committee. Acts approved in
writing by a majority of the members of the Committee shall be valid acts of the
Committee. The Plan shall be administered in a manner that assures all
Participants the same rights and privileges.
(b) The administration, interpretation or application of the Plan by
the Board or its Committee shall be final, conclusive and binding upon all
Participants. Members of the Board or its Committee who are eligible Employees
are permitted to participate in the Plan.
(c) No member of the Board or its Committee shall be liable for any
action or determination made in good faith with respect to the Plan or any
option granted under it. In addition to such other rights of indemnification as
they may have as directors or as members of the Committee, the members of the
Committee shall be indemnified by the Corporation against the reasonable
expenses, including attorneys' fees actually and necessarily incurred in
connection with the defense of any action, suit or proceeding, or in connection
with any appeal therein, to which they or any of them may be a party by reason
of any action taken or failure to act under or in connection with the Plan or
any option granted thereunder, and against all amounts paid by them in
settlement thereof or paid by them in satisfaction of a judgment in any such
action, suit or proceeding, except in relation to matters as to which it shall
be adjudged in such action, suit or proceeding that such Committee member is
liable to the Corporation.
(d) All costs and expenses incurred in administering the Plan shall be
paid by the Corporation. The Board or the Committee, if any is appointed, may
request advice or assistance or employ such other persons as are necessary for
proper administration of the Plan.
<PAGE>
13. Designation of Beneficiary.
(a) A Participant may file a written designation of a beneficiary who
is to receive any shares and cash, if any, from the Participant's account under
the Plan in the event of such Participant's death after the Purchase Date but
prior to delivery to him or her of such shares and cash. In addition, a
Participant may file a written designation of a beneficiary who is to receive
any cash from the Participant's account under the Plan in the event of such
Participant's death before the Purchase Date.
(b) Such designation of beneficiary may be changed by the Participant
at any time by written notice. In the event of the death of a Participant in the
absence of a valid designation of a beneficiary who is living at the time of
such Participant's death, the Corporation shall deliver such shares and/or cash
to the executor or administrator of the estate of the Participant.
14. Transferability.
Neither the payroll deductions credited to a Participant's account nor
any rights with regard to the exercise of an option or to receive shares under
the Plan may be assigned, transferred, pledged or otherwise disposed of in any
way (other than by will, the laws of descent and distribution, or as provided in
Section 13 hereof) by the Participant. Any such attempt at assignment, transfer,
pledge or other disposition shall be void and without effect, except that the
Board or its Committee may treat such act as an election to withdraw funds in
accordance with Section 10 hereof.
15. Use of Funds.
All payroll deductions received or held by the Corporation under the
Plan may be used by the Corporation for any corporate purpose.
16. Changes in Capitalization.
In the event of any stock dividend, stock split, spin-off,
recapitalization, merger, consolidation, exchange of shares or the like, the
number of shares then subject to options previously granted and the number of
authorized shares remaining available to be sold shall be increased or decreased
appropriately, with such other adjustment as may be deemed necessary or
equitable by the Board.
17. Amendment.
The Board may at any time amend the Plan. No such amendment may make
any change in any option previously granted which adversely affects the rights
of any Participant without such Participant's consent, nor may an amendment be
made without prior or subsequent approval of the stockholders if such amendment
would:
(a) Materially increase the number of shares that may be
issued under the Plan (other than as provided in Section 16 above); or
(b) Materially modify the requirements as to eligibility for
participation in the Plan; or
(c) Materially increase the benefits accruing to Participants
under the Plan.
<PAGE>
Approval of the stockholders may be obtained by the favorable vote of a
majority of the voting stock present or represented and entitled to vote at any
regular or special meeting of stockholders, or by the written consent of a
majority of the outstanding voting stock.
18. Termination.
The Board may at any time terminate the Plan. No such termination will
affect options previously granted.
19. Notices.
All notices or other communications by a Participant to the Corporation
in connection with the Plan shall be deemed to have been duly given when
received in the form specified by the Corporation at the location, or by the
person, designated by the Corporation for the receipt thereof.
20. Government and Other Regulations.
The Plan, and the grant and exercise of the rights to purchase shares
hereunder, and the Corporation's obligation to sell and deliver shares upon the
exercise of rights to purchase shares, shall be subject to all applicable
federal, state and foreign laws, rules and regulations, and to such approvals by
any regulatory or government agency as may, in the opinion of counsel for the
Corporation, be required. Any amendments requiring stockholder approval shall
take effect only subject to such approval.
21. Effective Date of Plan.
The Plan shall become effective when adopted by the Board, but no
option to purchase granted under it shall be exercisable until the Plan has been
approved by the stockholders of the Corporation. Approval of the stockholders
may be obtained by the favorable vote of a majority of the voting stock present
or represented and entitled to vote at any regular or special meeting of
stockholders, or by the written consent of a majority of the outstanding voting
stock.
