As filed with the Securities and Exchange Commission on December 15, 1997.
Registration No. 333-__________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Incorporated MULTI-COLOR CORPORATION I.R.S. Employer
Under the Laws 205 West Fourth Street, Suite 1140 Identification No.
of Ohio CINCINNATI, OHIO 45202 31-0982792
1997
STOCK OPTION PLAN
Gary P. Kreider, Esq.
Keating, Muething & Klekamp P.L.L.
One East Fourth Street
Cincinnati, Ohio 45202
(513) 579-6411
(Agent for Service of Process)
CALCULATION OF REGISTRATION FEE
- --------------------------------------------------------------------------------
Proposed Proposed
Maximum Maximum
Title of Amount Offering Aggregate Amount of
Securities To Be Price Offering Registration
To Be Registered Registered(1) Per Share(2) Price(2) Fee(3)
- --------------------------------------------------------------------------------
Common Stock, 250,000 $6.25 $1,562,500.00 $474.00
No par value Shares
- --------------------------------------------------------------------------------
(1) This Registration Statement is filed for up to 250,000 shares issuable
upon the exercise of options granted pursuant to the 1997 Stock Option
Plan.
(2) Estimated to calculate registration fee.
(3) Calculated pursuant to Rule 457(h) based on the average of the high and
low prices of the Common Stock on the Nasdaq Stock Market on December
10, 1997 of $6.25 per share.
<PAGE>
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
The following documents filed by Multi-Color Corporation(the "Company")
with the Securities and Exchange Commission are incorporated herein by reference
and made a part hereof:
1. The Company's Annual Report on Form 10-K for the Fiscal Year ended
March 31, 1997.
2. The Company's Quarterly Reports on Form 10-Q for the quarters ended
June 30 and September 29, 1997.
3. The description of the Company's Common Stock contained in the
Registration Statement on Form 8-A filed with the Securities and
Exchange Commission on August 24, 1987.
All reports and other documents subsequently filed by the Company
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act
of 1934, prior to the filing of a post-effective amendment which indicates that
all Common Stock offered has been sold or which deregisters all Common Stock
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 such
documents.
Item 4. Description of Securities
Not Applicable.
Item 5. Interests of Named Experts and Counsel
The legality of the Common Stock offered hereby will be passed upon for
the Company by Keating, Muething & Klekamp, P.L.L., 1800 Provident Tower, One
East Fourth Street, Cincinnati, Ohio 45202. Attorneys of Keating, Muething &
Klekamp own 1,000 shares of the Company's Common Stock.
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Item 6. Indemnification of Directors and Officers
Ohio Revised Code, Section 1701.13(E), allows indemnification by the
registrant to any person made or threatened to be made a party to any
proceedings, other than a proceeding by or in the right of the registrant, by
reason of the fact that he is or was a director, officer, employee or agent of
the registrant, against expenses, including judgment and fines, if he acted in
good faith and in a manner reasonably believed to be in or not opposed to the
best interests of the registrant and, with respect to criminal actions, in which
he had no reasonable cause to believe that his conduct was unlawful. Similar
provisions apply to actions brought by or in the right of the registrant, except
that no indemnification shall be made in such cases when the person shall have
been adjudged to be liable for negligence or misconduct to the registrant unless
deemed otherwise by the court. Indemnification is to be made by a majority vote
of a quorum of disinterested directors or the written opinion of independent
counsel or by the shareholders or by the court. The registrant's Code of
Regulations extends such indemnification.
Item 7. Exemption from Registration Claimed
Not Applicable.
Item 8. Exhibits*
Exhibit 4 Multi-Color Corporation 1997 Stock Option Plan
Exhibit 5 Opinion of Keating, Muething & Klekamp, P.L.L.
Exhibit 23.1 Consent of Grant Thornton LLP
Exhibit 23.2 Consent of Keating, Muething & Klekamp, P.L.L.
(contained in Exhibit 5)
Exhibit 24 Power of Attorney (contained in the signature page)
Item 9. Undertakings
9.1 The undersigned registrant hereby undertakes to file during any
period in which offers or sales are being made, a post-effective amendment to
this Registration Statement:(i) to include any prospectus required by Section
10(a)(3) of the Securities Act of 1933; (ii) to reflect in the prospectus any
- --------------------
*All Exhibits filed herewith.
<PAGE>
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facts or events arising after the effective date of this Registration Statement
(or the most recent post-effective amendment thereof) which, individu ally or in
the aggregate, represent a fundamental change in the information set forth in
this Registration Statement. Notwithstanding the foregoing, any increase or
decrease in volume of 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) 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 (i) and (ii) above do not apply if the information required to be
included in a post-effective amendment by those paragraphs is contained in
periodic reports filed with or furnished to the Commission 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.
9.2 The undersigned registrant hereby undertakes 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.
9.3 The undersigned registrant hereby undertakes 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.
9.4 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.
9.5 Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
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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 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>
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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 Cincinnati, Ohio, on December 15,1997.
MULTI-COLOR CORPORATION
By:/S/ John C. Court
------------------------------------
John C. Court
President, Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated. Each person whose signature appears below
marked with an asterisk hereby authorizes John C. Court or Burton D. Morgan or
John D. Littlehale as attorney-in-fact to sign on his behalf individually and in
each capacity indicated below, any amendments, including post-effective
amendments, to this Registration Statement.
Signature Capacity Date
--------- -------- ----
*/S/ John C. Court
- ----------------------- President, December 15, 1997
John C. Court Chief Executive
Officer and Director
*/S/ Burton D. Morgan
- ----------------------- Chairman of the December 15, 1997
Burton D. Morgan Board of Directors
*/S/John D. Littlehale
- ----------------------- Vice President of December 15, 1997
John D. Littlehale Manufacturing and
Director
*/S/Lorrence T. Kellar
- ------------------------ Director December 15, 1997
Lorrence T. Kellar
*/S/David H. Pease,Jr.
- ---------------------- Director December 15, 1997
David H. Pease, Jr.
*/S/ Louis M. Perlman
- ---------------------- Director December 15, 1997
Louis M. Perlman
*/S/ Gordon Bonfield
- ---------------------- Director December 15, 1997
Gordon Bonfield
EXHIBIT 4
MULTI-COLOR CORPORATION
1997
STOCK OPTION PLAN
ARTICLE 1
OBJECTIVES
Multi-Color Corporation has established this Stock Option Plan effective
April 17, 1997, as an incentive to the attraction and retention of dedicated and
loyal employees of outstanding ability, to stimulate the efforts of such persons
in meeting Multi-Color's objectives and to encourage ownership of Multi-Color
Common Stock by employees.
ARTICLE 2
DEFINITIONS
2.1 For purposes of the Plan, the following terms shall have the definition
which is attributed to them, unless another definition is clearly indicated by a
particular usage and context.
A. "Code" means the Internal Revenue Code of 1986.
B. "Date of Exercise" means the date on which Multi-Color Corporation
has received a written notice of exercise of an Option, in such form as is
acceptable to the Committee, and full payment of the purchase price or a
copy of irrevocable directions to a broker-dealer to deliver the Option
Price to Multi-Color Corporation pursuant to Section 7.2 hereof.
C. "Date of Grant" means the date on which the Committee makes an
award of an Option.
D. "Eligible Employee" means any individual who performs services for
Multi- Color Corporation and is treated as an Employee for federal income
tax purposes.
E. "Effective Date" means April 17, 1997.
F. "Fair Market Value" means the average of the closing bid and asked
prices for a Share reported on any stock exchange or over-the-counter
trading system on which Shares are trading on the last trading date prior
to a specified date.
G. "Incentive Stock Option" shall have the same meaning as given to
that term by Section 422 of the Code.
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H. "Multi-Color Corporation" means Multi-Color Corporation and any
subsidiary of Multi-Color Corporation, as the term "subsidiary" is defined
in Section 424(f) of the Code.
I. "Nonqualified Stock Option" means any Option granted under the Plan
which is not considered an Incentive Stock Option.
J. "Option" means the right to purchase a stated number of Shares at a
specified price. The option may be granted to an Eligible Employee subject
to the terms of this Plan, and such other conditions and restrictions as
the Committee deems appropriate. Each Option shall be designated by the
Committee to be either an Incentive Stock Option or a Nonqualified Stock
Option.
K. "Option Price" means the purchase price per Share subject to an
Option and shall be fixed by the Committee, but shall not be less than 95%
of the Fair Market Value of a Share on the Date of Grant in the case of a
Nonqualified Stock Option or less than 100% of the Fair Market Value of a
Share on the Date of Grant in the case of an Incentive Stock Option.
L. "Permanent and Total Disability" shall mean any medically
determinable physical or mental impairment rendering an individual unable
to engage in any substantial gainful activity, which disability can be
expected to result in death or which has lasted or can be expected to last
for a continuous period of not less than 12 months.
M. "Plan" means this 1997 Option Plan as it may be amended.
N. "Share" means one share of the Common Stock of Multi-Color
Corporation.
ARTICLE 3
ADMINISTRATION
3.1 The Plan shall be administered by a committee designated by the Board
of Directors of Multi-Color Corporation. The Committee shall be comprised of
three or more directors each of whom shall be (i) a "Non-Employee Director" as
defined in Rule 16b-3 of the Securities and Exchange Act of 1934 (the "Act") and
(ii) an "outside director" to the extent required by Section 162(m) of the Code
("Section 162(m)"), as such Rule and Section may be amended, superseded or
interpreted hereafter. Notwithstanding the foregoing, to the extent Ohio law
permits, the Committee may be comprised of two or more such directors.
3.2 Except as specifically limited by the provisions of the Plan, the
Committee in its discretion shall have the authority to:
A. Grant Options on such terms and conditions consistent with this
Plan as the Committee shall determine;
<PAGE>
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B. Interpret the provisions of the Plan and decide all questions of
fact arising in its application; and
C. Prescribe such rules and procedures for Plan administration as from
time to time it may deem advisable.
3.3 Any action, decision, interpretation or determination by the Committee
with respect to the application or administration of this Plan shall be final
and binding upon all persons, and need not be uniform with respect to its
determination of recipients, amount, timing, form, terms or provisions of
Options.
3.4 No member of the Committee shall be liable for any action or
determination taken or made in good faith with respect to the Plan or any Option
granted hereunder, and to the extent permitted by law, all members shall be
indemnified by Multi-Color Corporation for any liability and expenses which may
occur from any claim or cause of action.
ARTICLE 4
SHARES SUBJECT TO PLAN
4.1 The number of Shares that may be made subject to Options granted under
the Plan is 250,000. Except as provided in Section 4.2, upon lapse or
termination of any Option for any reason without being completely exercised, the
Shares which were subject to such Option may again be subject to other Options.
4.2 The maximum number of Shares with respect to which options may be
granted to any employee during each fiscal year of Multi-Color Corporation is
50,000. If an Option is canceled, it continues to be counted against the maximum
number of Shares for which Options may be granted to an employee. If an Option
is repriced, the transaction is treated as a cancellation of the Option and a
grant of a new Option.
ARTICLE 5
GRANTING OF OPTIONS
The Committee may, from time to time, prior to April 17, 2002, grant
Options to Eligible Employees on such terms and conditions as the Committee may
determine. More than one Option may be granted to the same Eligible Employee.
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ARTICLE 6
TERMS OF OPTIONS
6.1 Subject to specific provisions relating to Incentive Stock Options set
forth in Article 9, each Option shall be for a term of from one to ten years
from the Date of Grant and may not be exercised during the first twelve months
of the term of said Option. Commencing on the first anniversary of the Date of
Grant of an Option, the Option may be exercised for 25% of the total Shares
covered by the Option with an additional 25% of the total Shares covered by the
Option becoming exercisable on each succeeding anniversary until the Option is
exercisable to its full extent. This right of exercise shall be cumulative and
shall be exercisable in whole or in part. The Committee may establish a
different exercise schedule and impose other conditions upon exercise for any
particular Option or groups of Options. The Committee in its sole discretion may
permit particular holders of Options to exercise an Option to a greater extent
than provided in such Option.
6.2 If the grantee of an Option dies or becomes subject to a Permanent and
Total Disability while employed by Multi-Color Corporation, or within 90 days
after termination of employment for any reason other than cause, or retires
after age 55 through a plan of retirement acceptable to Multi-Color Corporation,
all Options granted to such person shall become fully vested and immediately
exercisable as of the date of termination of employment.
6.3 In the event of the dissolution or liquidation of Multi-Color
Corporation or any merger, other than a merger for the purpose of the
redomestication of Multi-Color Corporation not involving a change in control,
consolidation, exchange or other transaction in which Multi-Color Corporation is
not the surviving corporation or in which the outstanding Shares of Multi-Color
Corporation are converted into cash, other securities or other property, each
outstanding Option shall automatically become fully vested and fully exercisable
immediately prior to such event. Thereafter the holder of each such Option
shall, upon exercise of the Option, receive, in lieu of the stock or other
securities and property receivable upon exercise of the Option prior to such
transaction, the stock or other securities or property to which such holder
would have been entitled upon consummation of such transaction if such holder
had exercised such Option immediately prior to such transaction.
6.4 All outstanding Options shall become fully vested and immediately
exercisable in full if a change in control of Multi-Color Corporation occurs.
For purposes of this Agreement, a "change in control of Multi-Color Corporation"
shall be deemed to have occurred if (a) any "person", as such term is used in
Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, other than (i)
a trustee or other fiduciary holding securities under an employee benefit plan
of Multi-Color Corporation or (ii) John C. Court or any member of his family,
becomes the "beneficial owner," as defined in Rule 13d-3 under such Act,
directly or indirectly, of securities of Multi-Color Corporation representing
30% or more of the combined voting power of Multi-Color Corporation's then
outstanding securities; or (b) during any period of one year after January 1,
1997, individuals who at the beginning of such period constitute the Board of
Directors and any new director whose election by the Board or nomination for
<PAGE>
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election by Multi-Color Corporation's shareholders was approved by a vote of at
least two-thirds (2/3) of the Directors then still in office who either were
Directors at the beginning of the period or whose election or nomination for
election was previously so approved, cease for any reason to constitute a
majority thereof.
6.5 Nothing contained in this Plan or in any Option granted pursuant to it
shall confer upon any employee any right to continue in the employ of
Multi-Color Corporation or to interfere in any way with the right of Multi-Color
Corporation to terminate employment at any time. So long as a holder of an
Option shall continue to be an employee of Multi-Color Corporation, the Option
shall not be affected by any change of the employee's duties or position.
ARTICLE 7
EXERCISE OF OPTIONS
7.1 Any person entitled to exercise an Option in whole or in part, may do
so by delivering a written notice of exercise to Multi-Color Corporation,
Attention Corporate Secretary, at its principal office. The written notice shall
specify the number of Shares for which an Option is being exercised and the
grant date of the option being exercised and shall be accompanied by full
payment of the Option Price for the Shares being purchased and any withholding
taxes.
7.2 An Option may also be exercised by delivering a written notice of
exercise to Multi-Color Corporation, Attention Corporate Secretary, accompanied
by irrevocable instructions to deliver shares to a broker-dealer and a copy of
irrevocable instructions to the broker-dealer to deliver the Option Price and
any withholding taxes to Multi-Color Corporation.
ARTICLE 8
PAYMENT OF OPTION PRICE
8.1 In the sole discretion of the Committee, Payment of the Option Price
and any withholding taxes may be made in cash, by the tender of Shares, or both.
Shares tendered shall be valued at their Fair Market Value.
8.2 Payment through tender of Shares may be made by instruction from the
Optionee to Multi-Color Corporation to withhold from the Shares issuable upon
exercise that number which have a Fair Market Value equal to the exercise price
for the Option or portion thereof being exercised and any withholding taxes.
ARTICLE 9
INCENTIVE STOCK OPTIONS AND NONQUALIFIED STOCK OPTIONS
9.1 The Committee in its discretion may designate whether an Option is to
be an Incentive Stock Option or a Nonqualified Stock Option. The Committee may
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grant both an Incentive Stock Option and a Nonqualified Stock Option to the same
individual. However, where both an Incentive Stock Option and a Nonqualified
Stock Option are awarded at one time, such Options shall be deemed to have been
awarded in separate grants, shall be clearly identified, and in no event will
the exercise of one such Option affect the right to exercise the other such
Option.
9.2 Any option designated by the Committee as an Incentive Stock Option
will be subject to the general provisions applicable to all Options granted
under the Plan plus the following specific provisions:
A. At the time the Incentive Stock Option is granted, if the Eligible
Employee owns, directly or indirectly, stock representing more than 10% of
(i) the total combined voting power of all classes of stock of Multi-Color
Corporation, or (ii) a corporation that owns 50% or more of the total
combined voting power of all classes of stock of Multi-Color Corporation,
then:
(i) The Option Price must equal at least 110% of the Fair Market
Value on the Date of Grant; and
(ii) The term of the Option shall not be greater than five years
from the Date of Grant.
B. The aggregate Fair Market Value of Shares (determined at the Date
of Grant) with respect to which Incentive Stock Options are exercisable by
an Eligible Employee for the first time during any calendar year under this
Plan or any other plan maintained by Multi-Color Corporation shall not
exceed $100,000.
9.3 If any Option is not granted, exercised, or held pursuant to the
provisions noted immediately above, it will be considered to be a Nonqualified
Stock Option to the extent that the grant is in conflict with these
restrictions.
ARTICLE 10
TRANSFERABILITY OF OPTION
During the lifetime of an Eligible Employee to whom an Option has been
granted, such Option is not transferable voluntarily or by operation of law and
may be exercised only by such individual. Upon the death of an Eligible Employee
to whom an Option has been granted, the Option may be transferred to the
beneficiaries or heirs of the holder of the Option by will or by the laws of
descent and distribution.
Notwithstanding the above, the Committee may, with respect to particular
Nonqualified Options, establish or modify the terms of the Option to allow the
Option to be transferred at the request of the grantee of the Option to trusts
established by the grantee or as to which the grantee is a grantor or to family
members of the grantee or otherwise for personal and tax planning purposes of
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the grantee. If the Committee allows such transfer, such Options shall not be
exercisable for a period of six months following the action of the Committee.
ARTICLE 11
TERMINATION OF OPTIONS
11.1 An Option will terminate as follows:
A. Upon exercise or expiration by its terms.
B. Options shall terminate immediately if employment is terminated for
cause or by voluntary action of the grantee without the consent of
Multi-Color Corporation. Cause is defined as including, but not limited to,
theft of or intentional damage to Multi-Color Corporation property,
intentional harm to its reputation, material breach of the optionee's duty
of fidelity to Multi-Color Corporation, excessive use of alcohol, the use
of illegal drugs, the commission of a criminal act, willful violation of
Multi-Color Corporation policies, or trading in shares for personal gain
based on knowledge of Multi-Color Corporation's activities or results when
such information is not available to the general public.
C. If the grantee of an Option violates any terms of any written
employment, confidentiality or noncompetition agreement between Multi-Color
Corporation and that person, all existing Options granted to such person
will terminate. In addition, if at the time of such violation such person
has exercised Options but has not received certificates for the Shares to
be issued, Multi-Color Corporation may void the Option and its exercise.
Any such actions by Multi-Color Corporation shall be in addition to any
other rights or remedies available to Multi-Color Corporation in such
circumstances.
D. If the grantee of an Option dies or becomes subject to a Permanent
and Total Disability while employed by Multi-Color Corporation, or within
ninety (90) days after termination of employment for any reason other than
cause, such Option may be exercised at any time within one year after the
date of termination of employment. Options may be exercised by that
person's estate or guardian or by those persons to whom the Option may have
been transferred pursuant to Section 10.
E. If the grantee of a Nonqualified Option retires after age 55
through a plan of retirement acceptable to Multi-Color Corporation, such
Option may be exercised at any time within two years after the date of
termination of employment.
F. In all other cases, upon termination of employment, the
then-exercisable portion of any Option will terminate on the 90th day after
the date of termination. The portion not exercisable will terminate on the
date of termination of employment. For purposes of the Plan, a leave of
absence approved by Multi-Color Corporation shall not be deemed to be
termination of employment.
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11.2 The Committee, in its discretion, may as to any particular outstanding
Nonqualified Stock Option or upon the grant of any Nonqualified Stock Option,
establish terms and conditions which are different from those otherwise
contained in this Article 11, by, without limitation, providing that upon
termination of employment for any designated reason, vesting may occur in whole
or in part at such time and that such Option may be exercised for any period
during the remaining term of the Option, not to exceed ten years from the Date
of Grant.
11.3 Except as provided in Article 12 hereof, in no event will the
continuation of the term of an Option beyond the date of termination of
employment allow the grantee, his beneficiaries heirs or assigns, to accrue
additional rights under the Plan, or to purchase more Shares through the
exercise of an Option than could have been purchased on the day that employment
was terminated. In addition, notwithstanding anything contained herein, no
option may be exercised in any event after the expiration of ten years from the
date of grant of such option.
ARTICLE 12
ADJUSTMENTS TO SHARES AND OPTION PRICE
12.1 In the event of changes in the outstanding Common Stock of Multi-Color
Corporation as a result of stock dividends, stock splits, reclassifications,
reorganizations, redesignations, mergers, consolidations, recapitalizations,
combinations or exchanges of Shares, or other such changes, the number and class
of Shares for all purposes covered by the Plan and number and class of Shares
and price per Share for each outstanding Option covered by the Plan shall be
appropriately adjusted by the Committee.
12.2 The Committee shall make appropriate adjustments in the Option Price
to reflect any spin-off of assets, extraordinary dividends or other
distributions to shareholders.
ARTICLE 13
OPTION AGREEMENTS
13.1 All Options granted under the Plan shall be evidenced by a written
agreement in such form or forms as the Committee in its sole discretion may
determine.
13.2 Each optionee, by acceptance of an Option under this Plan, shall be
deemed to have consented to be bound, on the optionee's own behalf and on behalf
of the optionee's heirs, assigns and legal representatives, by all terms and
conditions of this Plan.
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ARTICLE 14
AMENDMENT OR TERMINATION OF PLAN
14.1 The Board of Directors of Multi-Color Corporation may at any time
amend, suspend, or terminate the Plan; provided, however, that no amendments by
the Board of Directors of Multi-Color Corporation shall, without further
approval of the shareholders of Multi-Color Corporation:
A. Change the definition of Eligible Employees;
B. Except as provided in Articles 4 and 12 hereof, increase the number
of Shares which may be subject to Options granted under the Plan; or
increase the maximum number of Shares with respect to which Options may be
granted to any eligible Employee of Multi-Color Corporation during any
fiscal year;
C. Cause the Plan or any Option granted under the Plan to fail to meet
the conditions for exclusion of application of the $1 million deduction
limitation imposed by Section 162(m) of the Code; or
D. Cause any Option granted as an Incentive Stock Option to fail to
qualify as an "Incentive Stock Option" as defined by Section 422 of the
Code.
14.2 No amendment or termination of the Plan shall alter or impair any
Option granted under the Plan without the consent of the holder thereof.
14.3 This Plan shall continue in effect until the expiration of all Options
granted under the Plan unless terminated earlier in accordance with this Article
14; provided, however, that it shall otherwise terminate and no options shall be
granted five years after the Effective Date.
ARTICLE 15
EFFECTIVE DATE
This Plan shall become effective as of April 17, 1997, having been adopted
by the Board of Directors of Multi-Color Corporation on such date, subject to
approval by shareholders at the 1997 Annual Shareholders' Meeting.
ARTICLE 16
MISCELLANEOUS
16.1 Nothing contained in this Plan or in any action taken by the Board of
Directors or shareholders of Multi-Color Corporation shall constitute the
granting of an Option. An Option shall be granted only at such time as a written
Option shall have been executed and delivered to the respective employee and the
employee shall have executed an agreement respecting the Option in conformance
with the provisions of the Plan.
<PAGE>
16.2 Certificates for Shares purchased through exercise of Options will be
issued in regular course after exercise of the Option and payment therefor as
called for by the terms of the Option but in no event shall Multi-Color
Corporation be obligated to issue certificates more often than once each quarter
of each fiscal year. No persons holding an Option or entitled to exercise an
Option granted under this Plan shall have any rights or privileges of a
shareholder of Multi-Color Corporation with respect to any Shares issuable upon
exercise of such Option until certificates representing such Shares shall have
been issued and delivered. No Shares shall be issued and delivered upon exercise
of an Option unless and until Multi-Color Corporation, in the opinion of its
counsel, has complied with all applicable registration requirements of the
Securities Act of 1933 and any applicable state securities laws and with any
applicable listing requirements of any national securities exchange on which
Multi-Color Corporation securities may then be listed as well as any other
requirements of law.
EXHIBIT 5
OPINION OF KEATING, MUETHING & KLEKAMP
FACSIMILE (513) 579-6956
December 15, 1997
Direct D(513) 579-6410
E-Mail: [email protected]
Ladies and Gentlemen:
This firm is general counsel to Multi-Color Corporation (the "Company") and
as such, we are familiar with the Company's Articles of Incorporation, Code of
Regulations and corporate proceedings generally. We have reviewed the corporate
records as to the establishment of the Company's 1997 Stock Option Plan which
calls for the issuance of shares of Common Stock to employees of the Company and
its subsidiaries upon exercise of options granted to them. Based solely upon
such examination, we are of the opinion that:
1. The Company is a duly organized and validly existing corporation under
the laws of the State of Ohio; and
2. The Company has taken all necessary and required corporate actions in
connection with the proposed issuance of 250,000 shares of Common Stock pursuant
to the 1997 Stock Option Plan subject to the approval by shareholders, and after
such shareholder approval is recieved, the Common Stock, when issued and
delivered, will be validly issued, fully paid and non-assessable shares of
Common Stock of the Company free of any claim of pre-emptive rights.
We hereby consent to be named in the Registration Statement and the
Prospectus part thereof as the attorneys who have passed upon legal matters in
connection with the issuance of the aforesaid Common Stock and to the filing of
this opinion as an exhibit to the Registration Statement.
Very truly yours,
KEATING, MUETHING & KLEKAMP, P.L.L.
By:/S/ Gary P. Kreider
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Gary P. Kreider
EXHIBIT 23.1
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
As independent certified public accountants, we hereby consent to the
incorporation by reference in this Registration Statement of our report dated
May 14, 1997, which is included in Multi-Color Corporation's Form 10-K for the
year ended March 31, 1997.
Grant Thornton LLP
/S/ Grant Thornton LLP
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Cincinnati, OH
December 11, 1997
