<PAGE> 1
As filed with the Securities and Exchange Commission on August 8, 1997
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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CONTINENTAL CIRCUITS CORP.
(Exact name of registrant as specified in its charter)
DELAWARE 86-0267198
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
3502 EAST ROESER ROAD, PHOENIX, ARIZONA 85040
(Address of Principal Executive Offices) (Zip Code)
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CONTINENTAL CIRCUITS CORP. 1996 STOCK OPTION PLAN
(Full title of the plan)
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FREDERICK G. MCNAMEE, III Copy to:
PRESIDENT AND CHIEF EXECUTIVE OFFICER P. ROBERT MOYA, ESQ.
CONTINENTAL CIRCUITS CORP. QUARLES & BRADY
3502 East Roeser Road One East Camelback Road, Suite 400
Phoenix, Arizona 85040 Phoenix, Arizona 85012-1659
(Name and address of agent for service)
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(602) 268-3461
(Telephone number, including area code, of agent for service)
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CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
====================================================================================================================================
AMOUNT TO BE PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
TITLE OF SECURITIES TO BE REGISTERED REGISTERED OFFERING PRICE PER SHARE AGGREGATE OFFERING PRICE REGISTRATION FEE
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, $.01 par value per share 1,000,000 shares(1) (2)(3) $19,437,500.00(2) $5,890.15
====================================================================================================================================
</TABLE>
(1) The Continental Circuits Corp. 1996 Stock Option Plan ("Plan") provides
for the possible adjustment of the number, price and kind of shares
sold or to be sold in the event of certain capital or other changes
affecting Registrant Common Stock. Pursuant to Rule 416(c) under the
Securities Act of 1933, this Registration Statement therefore covers,
in addition to the above-stated shares, an indeterminate number of
shares that may become subject to the Plan by means of any such
adjustment.
(2) Pursuant to Rule 457(h) under the Securities Act of 1933, estimated
solely for the purpose of computing the registration fee, based upon
$19.4375 per share, which is the average of the high and low sales
prices of the Registrant's Common Stock on the Nasdaq National Market
on August 4, 1997.
(3) The actual offering price will be determined in accordance with the
terms of the Plan. However, with respect to an incentive stock option,
in no event shall such price be less than 100% of the fair market value
of Registrant Common Stock on the date on which the option is granted.
<PAGE> 2
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Information specified in Part I of Form S-8 (Items 1 and 2) will be
sent or given to Plan participants as specified by Rule 428(b)(1) under the
Securities Act of 1933 (the "1933 Act").
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents filed by Continental Circuits Corp. (the
"Registrant") (Commission File No. 0- 25554) with the Securities and Exchange
Commission (the "Commission") pursuant to Section 13 of the Securities Exchange
Act of 1934 (the "1934 Act") are incorporated herein by reference:
(a) The Registrant's Annual Report on Form 10-K for the fiscal
year ended July 31, 1996 containing audited financial
statements for the fiscal year ended July 31, 1996, as
amended;
(b) The Registrant's Quarterly Reports on Form 10-Q for the
quarterly periods ended November 2, 1996, February 2, 1997 and
May 3, 1997; and
(c) The Registrant's Current Report on Form 8-K filed October 15,
1996; and
(d) The Registrant's Registration Statement on Form 8-A, as
amended, including specifically the description of the
Registrant's Common Stock in Item 1 thereof, which
incorporates said description from the description of the
Registrant's Capital Stock contained in the Registrant's
Registration Statement on Form S-1 (Registration No. 33-88368)
filed on January 9, 1995, as amended, including any future
amendment or report filed for the purpose of updating such
description.
All documents subsequently filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the 1934 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 herein and to be a part hereof from the
date of the filing of such documents.
Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes hereof to the extent that a statement contained herein or in any
other subsequently filed document which also is or is deemed to be incorporated
by reference herein modifies or supersedes such statement. Any statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part hereof.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable. See Item 3(d) above.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
<PAGE> 3
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 145(a) of the General Corporation Law of the State of Delaware
(the "General Corporation Law") provides that a Delaware 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, suit or proceeding, whether
civil, criminal, administrative or investigative (other than an action by or in
the right of the corporation) by reason of the fact that he or she 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 or enterprise, against expenses, judgments, fines and
amounts paid in settlement actually and reasonably incurred by him or her in
connection with such action, suit or proceeding if he or she acted in good faith
and in a manner he or she 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 cause to believe his or her conduct was unlawful.
Section 145(b) provides that a Delaware 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 such
person acted in any of the capacities set forth above, against expenses actually
and reasonably incurred by him or her in connection with the defense or
settlement of such action or suit if he or she acted under similar standards as
set forth above, except that no indemnification may be made in respect of any
claim, issue or matter as to which such person shall have been adjudged to be
liable to the corporation unless and only to the extent that the court in which
such action or suit was brought shall determine that despite the adjudication of
liability, but in view of all the circumstances of the case, such person is
fairly and reasonably entitled to be indemnified for such expenses which the
court shall deem proper.
Section 145 further provides that to the extent a director or officer
of a corporation has been successful on the merits or otherwise in the defense
of any action, suit or proceeding referred to in subsections (a) and (b) or in
the defense of any claim, issue or matter therein, he or she shall be
indemnified against expenses actually and reasonably incurred by him or her in
connection therewith; that indemnification provided for by Section 145 shall not
be deemed exclusive of any other rights to which the indemnified party may be
entitled; and that the corporation may purchase and maintain insurance on behalf
of such person against any liability asserted against him or her or incurred by
him or her in any such capacity or arising out of his or her status as such,
whether or not the corporation would have the power to indemnify him or her
against such liabilities under such Section 145.
Section 102(b)(7) of the General Corporation Law provides that a
corporation in its original certificate of incorporation or an amendment thereto
validly approved by stockholders may eliminate or limit personal liability of
members of its board of directors or governing body for monetary damages for
breach of a director's fiduciary duty. However, no such provision may eliminate
or limit the liability of a director for breaching his or her duty of loyalty,
failing to act in good faith, engaging in intentional misconduct or knowingly
violating a law, paying a dividend or approving a stock repurchase or redemption
which was illegal, or obtaining an improper personal benefit. A provision of
this type has no effect on the availability of equitable remedies, such as
injunction or rescission, for breach of fiduciary duty. The Company's
Certificate of Incorporation contains such a provision.
The Company's Certificate of Incorporation provides that the Company
shall indemnify officers and directors to the full extent permitted by and in
the manner permissible under the law. The Company's Bylaws provide that the
Company may, to the extent authorized by the Board of Directors, indemnify
employees and agents of the Company made a party to a legal proceeding by reason
of that person being the Company's employee or agent.
The Company has directors and officers' liability insurance coverage
with a policy limit of $5,000,000. The policy includes coverage for liability
for certain violations of federal and state securities laws.
-2-
<PAGE> 4
The Company has entered into indemnity agreements with its directors
and officers for indemnification of and advance of expenses to such persons to
the full extent permitted by law. The Company intends to execute such indemnity
agreements with its future officers and directors.
The Company and its officers, directors and other persons are entitled
to be indemnified under certain circumstances for certain securities law
violations in accordance with the provisions of Underwriting Agreements dated
March 14, 1995 and October 2, 1995 by and among the Company, certain selling
shareholders listed in Schedule I to the Agreements, and A.G. Edwards & Sons,
Inc. and The Chicago Corporation as representatives of the several underwriters
named on Schedule II to the Agreements.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
See Exhibit Index following the Signatures page in this Registration
Statement, which Exhibit 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.
Notwithstanding the foregoing, any increase or
decrease in the 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) under the 1933 Act if, in the aggregate, the
changes in volume and price represent no more than a
20% change in the maximum aggregate offering price
set forth in the "Calculation of Registration Fee"
table in the effective Registration Statement;
(iii) To include any material information with respect to
the plan of distribution not previously disclosed in
the Registration Statement or any material change to
such information in the Registration Statement;
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do
not apply if the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed by the
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.
-3-
<PAGE> 5
(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.
(h) Reference is made to the indemnification provisions referred to in
Item 6 of this Registration Statement.
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 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.
-4-
<PAGE> 6
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 Phoenix, State of Arizona, on July 24, 1997.
CONTINENTAL CIRCUITS CORP.
(Registrant)
By: /s/ Frederick G. McNamee, III
--------------------------------------
Frederick G. McNamee, III
Chairman of the Board, President and
Chief Executive Officer
--------------------
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Frederick G. McNamee, III and Joseph G.
Andersen 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, and any other regulatory
authority, 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 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 any of them, or their
substitutes, may lawfully 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 TITLE
<TABLE>
<S> <C>
/s/ Frederick G. McNamee, III Chairman of the Board, President, Chief Executive Officer and Director
- ------------------------------- (Principal Executive Officer of the Registrant)
Frederick G. McNamee, III
/s/ Joseph G. Andersen Vice President-Finance, Secretary and Treasurer
- ------------------------------- (Principal Financial and Accounting Officer of the Registrant)
Joseph G. Andersen
/s/ Angelo A. DeCaro, Jr. Director
- -------------------------------
Angelo A. DeCaro, Jr.
/s/ Michael O. Flatt Director
- -------------------------------
Michael O. Flatt
/s/ Albert A. Irato Director
- -------------------------------
Albert A. Irato
/s/ Michael F. Jarko Director
- -------------------------------
Michael F. Jarko
/s/ John W. Nance Director
- -------------------------------
John W. Nance
/s/ David C. Wetmore Director
- -------------------------------
David C. Wetmore
</TABLE>
- ----------------------
* Each of these signatures is affixed as of July 24, 1997.
-5-
<PAGE> 7
CONTINENTAL CIRCUITS CORP.
(THE "REGISTRANT")
(COMMISSION FILE NO. 0-25554)
EXHIBIT INDEX
TO
FORM S-8 REGISTRATION STATEMENT
<TABLE>
<CAPTION>
EXHIBIT INCORPORATED HEREIN FILED
NUMBER DESCRIPTION BY REFERENCE TO HEREWITH
<S> <C> <C> <C>
4.1 Certificate of Exhibit 3.1 to the Registrant's
Incorporation of the Registration Statement
Registrant, as amended on Form S-1, as amended
(Registration No. 33-88368)
(the "S-1 Registration
Statement")
4.2 Bylaws of the Registrant, Exhibit 3.2 to the
as amended S-1 Registration
Statement
5 Opinion of Counsel X
23.1 Consent of Ernst & Young LLP X
23.2 Consent of Counsel Contained in
Opinion filed
as Exhibit 5
24 Powers of Attorney Signatures Page
to this
Registration Statement
99 Continental Circuits X
Corp. 1996 Stock Option
Plan
</TABLE>
<PAGE> 1
EXHIBIT 5
(Form S-8)
August 7, 1997
Continental Circuits Corp.
3502 East Roeser Road
Phoenix, Arizona 85040
Gentlemen:
We are providing this opinion in connection with the Registration
Statement of Continental Circuits Corp. (the "Company") on Form S-8 (the
"Registration Statement") filed under the Securities Act of 1933, as amended
(the "Act"), with respect to the proposed sale of up to 1,000,000 shares of
Common Stock, $.01 par value, of the Company (the "Shares") pursuant to the
Continental Circuits Corp. 1996 Stock Option Plan (the "Plan"). We have examined
(i) the Registration Statement; (ii) the Company's Certificate of Incorporation
and Bylaws, as amended; (iii) the Plan; (iv) corporate proceedings relating to
the adoption of the Plan and the issuance of the Shares; and (v) such other
documents and records as we have deemed necessary in order to render this
opinion. In rendering this opinion, we have relied as to certain factual matters
on certificates of officers of the Company and of state officials.
Based upon the foregoing, it is our opinion that the Shares, when
issued and paid for as contemplated by the Registration Statement and the Plan,
will be validly issued, fully paid and non-assessable by the Company.
We consent to the filing of this opinion as an Exhibit to the
Registration Statement. In giving our consent, we do not admit that we are
"experts" within the meaning of Section 11 of the Act, or that we come within
the category of persons whose consent is required by Section 7 of the Act.
Very truly yours,
/s/ QUARLES & BRADY
QUARLES & BRADY
<PAGE> 1
CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement
(Form S-8) pertaining to the Continental Circuits Corp. 1996 Stock Option Plan
of our report dated August 16, 1996, except for Note 9 as to which the date is
September 30, 1996, with respect to the consolidated financial statements of
Continental Circuits Corp. incorporated by reference in its Annual Report
(Form 10-K/A) for the year ended July 31, 1996, filed with the Securities and
Exchange Commission.
/s/ ERNST & YOUNG LLP
Phoenix, Arizona
August 4, 1997
<PAGE> 1
EXHIBIT 99
(Form S-8)
CONTINENTAL CIRCUITS CORP.
1996 STOCK OPTION PLAN
1. PURPOSE
The purposes of the 1996 Stock Option Plan (the "Plan") of Continental
Circuits Corp., a Delaware corporation (the "Company"), are to attract and
retain the best available employees and directors of the Company or any parent
or subsidiary or affiliate of the Company which now exists or hereafter is
organized or acquired by or acquires the Company, as well as appropriate third
parties who can provide valuable services to the Company, to provide additional
incentive to such persons and to promote the success of the business of the
Company. This Plan is intended to comply with Rule 16b-3 under Section 16 of the
Securities Exchange Act of 1934, as amended or any successor rule ("Rule
16b-3"), and the Plan shall be construed, interpreted and administered to comply
with Rule 16b-3 and Section 162(m) of the Code ("Section 162(m)").
2. DEFINITIONS
(a) "Affiliate" means any corporation, partnership, joint venture or
other entity, domestic or foreign, in which the Company, either directly or
through another affiliate or affiliates, has a 50% or more ownership interest.
(b) "Affiliated Group" means the group consisting of the Company and
any entity that is an "affiliate," a "parent" or a "subsidiary" of the Company.
(c) "Board" means the Board of Directors of the Company.
(d) "Committee" means the Compensation or Stock Option Committee of the
Board (as designated by the Board), if such a committee has been appointed.
(e) "Code" means the United States Internal Revenue Code of 1986, as
amended.
(f) "Incentive Stock Options" means options intended to qualify as
incentive stock options under Section 422 of the Code, or any successor
provision.
(g) "ISO Group" means the group consisting of the Company and any
corporation that is a "parent" or a "subsidiary" of the Company.
(h) "Nonemployee Director" shall have the meaning assigned in Section
4(a)(ii) hereof.
(i) "Nonqualified Stock Options" means options that are not intended to
qualify for favorable income tax treatment under Sections 421 through 424 of the
Code.
(j) "Parent" means a corporation that is a "parent" of the Company
within the meaning of Code Section 424(e).
(k) "Section 16" means Section 16 of the Securities Exchange Act of
1934, as amended.
2
<PAGE> 2
(l) "Subsidiary" means a corporation that is a "subsidiary" of the
Company within the meaning of Code Section 424(f).
3. INCENTIVE AND NONQUALIFIED STOCK OPTIONS
Two types of options (referred to herein as "options," without
distinction between such two types) may be granted under the Plan: Incentive
Stock Options and Nonqualified Stock Options.
4. ELIGIBILITY AND ADMINISTRATION
(a) Eligibility. The following individuals shall be eligible to receive
grants pursuant to the Plan as follows:
(i) Any employee (including any officer or director who is an
employee) of the Company or any ISO Group member shall be eligible to receive
either Incentive Stock Options or Nonqualified Stock Options under the Plan. An
employee may receive more than one option under the Plan.
(ii) Any director who is not an employee of the Company or any
Affiliated Group member (a "Nonemployee Director") shall be eligible to receive
only Nonqualified Stock Options.
(iii) Any other individual whose participation the Board or the
Committee determines is in the best interests of the Company shall be eligible
to receive Nonqualified Stock Options.
(b) Administration. The Plan may be administered by the Board or by a
Committee appointed by the Board which is constituted so to permit the Plan to
comply under Rule 16b-3 and Section 162(m). The Company shall indemnify and hold
harmless each director and Committee member for any action or determination made
in good faith with respect to the Plan or any option. The Board or the Committee
shall have full and final authority to waive, in whole or in part, any
limitations, restrictions or conditions previously imposed on any option.
Determinations by the Committee or the Board shall be final and conclusive upon
all parties.
5. SHARES SUBJECT TO OPTIONS
The stock available for grant of options under the Plan shall be shares
of the Company's authorized but unissued or reacquired voting common stock. The
aggregate number of shares that may be issued pursuant to exercise of options
granted under the Plan shall be 1,000,000 shares. If any outstanding option
grant under the Plan for any reason expires or is terminated, the shares of
common stock allocable to the unexercised portion of the option grant shall
again be available for options under the Plan as if no options had been granted
with respect to such shares. No individual may be granted options covering more
than 200,000 shares in any calendar year.
6. TERMS AND CONDITION OF OPTIONS
Option grants under the Plan shall be evidenced by agreements in such
form and containing such provisions as are consistent with the Plan as the Board
or the Committee shall from time to time approve. Each agreement shall specify
whether the option(s) granted thereby are Incentive Stock Options or
Nonqualified Stock
3
<PAGE> 3
Options. Such agreements may incorporate all or any of the terms hereof by
reference and shall comply with and be subject to the following terms and
conditions:
(a) Shares Granted. Each option grant agreement shall specify the
number of Incentive Stock Options and/or Nonqualified Stock Options being
granted; one option shall be deemed granted for each share of stock. In
addition, each option grant agreement shall specify the exercisability and/or
vesting schedule of such options, if any.
(b) Purchase Price. The purchase price for a share subject to (i) a
Nonqualified Stock Option may be any amount determined in good faith by the
Committee, and (ii) an Incentive Stock Option shall not be less than 100% of the
fair market value of the share on the date the option is granted, provided,
however, the option price of an Incentive Stock Option shall not be less than
110% of the fair market value of such share on the date the option is granted to
an individual then owning (after the application of the family and other
attribution rules of Section 424(d) or any successor rule of the Code) more than
10% of the total combined voting power of all classes of stock of the Company or
any ISO Group member. For purposes of the Plan, "fair market value" at any date
shall be (i) the reported closing price of such stock on the New York Stock
Exchange or other established stock exchange or Nasdaq National Market on such
date, or if no sale of such stock shall have been made on that date, on the
preceding date on which there was such a sale, (ii) if such stock is not then
listed on an exchange or the Nasdaq National Market, the last trade price per
share for such stock in the over-the-counter market as quoted on Nasdaq or the
pink sheets or successor publication of the National Quotation Bureau on such
date, or (iii) if such stock is not then listed or quoted as referenced above,
an amount determined in good faith by the Board or the Committee.
(c) Termination. Unless otherwise provided herein or in a specific
option grant agreement which may provide for accelerated vesting and/or longer
or shorter periods of exercisability, no option shall be exercisable after the
expiration of the earliest of
(i) in the case of an Incentive Stock Option:
(1) 10 years from the date the option is granted, or five
years from the date the option is granted to an individual owning
(after the application of the family and other attribution rules of
Section 424(d) of the Code) at the time such option was granted, more
than 10% of the total combined voting power of all classes of stock of
the Company or any ISO Group member,
(2) immediately after the date the optionee ceases to perform
services for the Company or any ISO Group member, if such cessation is
for any reason other than death, disability (within the meaning of Code
Section 22[e][3]), or cause,
(3) one year after the date the optionee ceases to perform
services for the Company or any ISO Group member, if such cessation is
by reason of death or disability (within the meaning of Code Section
22[e][3]), or
(4) the date the optionee ceases to perform services for the
Company or any ISO Group member, if such cessation is for cause, as
determined by the Board or the Committee in its sole discretion;
(ii) in the case of a Nonqualified Stock Option;
(1) 10 years from the date the option is granted,
4
<PAGE> 4
(2) one year after the date the optionee ceases to perform
services for the Company or any Affiliated Group member, if such
cessation is for any reason other than death, permanent disability,
retirement or cause,
(3) two years after the date the optionee ceases to perform
services for the Company or any Affiliated Group member, if such
cessation is by reason of death, permanent disability or retirement, or
(4) the date the optionee ceases to perform services for the
Company or any Affiliated Group member, if such cessation is for cause,
as determined by the Board or the Committee in its sole discretion;
provided, that, unless otherwise provided in a specific option grant agreement,
an option shall only be exercisable for the periods above following the date an
optionee ceases to perform services to the extent the option was exercisable on
the date of such cessation.
(d) Method of Payment. The purchase price for any share purchased
pursuant to the exercise of an option granted under the Plan shall be paid in
full upon exercise of the option by any of the following methods, (i) by cash,
(ii) by check, or (iii) to the extent permitted under the particular grant
agreement, by transferring to the Company shares of stock of the Company at
their fair market value as of the date of exercise of the option as determined
in accordance with paragraph 6(b), provided that the optionee held the shares of
stock for at least six months. Notwithstanding the foregoing, the Company may
arrange for or cooperate in permitting broker-assisted cashless exercise
procedures. The Company may also extend and maintain, or arrange for the
extension and maintenance of, credit to an optionee to finance the optionee's
purchase of shares pursuant to the exercise of options, on such terms as may be
approved by the Board or the Committee, subject to applicable regulations of the
Federal Reserve Board and any other applicable laws or regulations in effect at
the time such credit is extended.
(e) Exercise. Except for options which have been transferred pursuant
to paragraph 6(f), no option shall be exercisable during the lifetime of an
optionee by any person other than the optionee, his or her guardian or legal
representative. The Board or the Committee shall have the power to set the time
or times within which each option shall be exercisable and to accelerate the
time or times of exercise; provided, however, except as provided in paragraph
12, no options may be exercised prior to the later of the expiration of six
months from the date of grant thereof or shareholder approval, unless otherwise
provided by the Board or Committee. To the extent that an optionee has the right
to exercise one or more options and purchase shares pursuant thereto, the
option(s) may be exercised from time to time by written notice to the Company
stating the number of shares being purchased and accompanied by payment in full
of the purchase price for such shares. Any certificate for shares of outstanding
stock used to pay the purchase price shall be accompanied by a stock power duly
endorsed in blank by the registered owner of the certificate (with the signature
thereon guaranteed). If the certificate tendered by the optionee in such payment
covers more shares than are required for such payment, the certificate shall
also be accompanied by instructions from the optionee to the Company's transfer
agent with respect to the disposition of the balance of the shares covered
thereby.
(f) Transferability. No Incentive Stock Option shall be transferable by
an optionee otherwise than by will or the laws of descent and distribution. No
Nonqualified Stock Option shall be transferable by an optionee otherwise than by
will or the laws of descent and distribution; provided that the Committee in its
discretion may grant Nonqualified Stock Options that are transferable, without
payment of consideration, to immediate family members of the optionee or to
trusts or partnerships for such family members; the Committee may also amend
outstanding Nonqualified Stock Options to provide for such transferability.
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(g) ISO $100,000 Limit. If required by applicable tax rules regarding a
particular grant, to the extent that the aggregate fair market value (determined
as of the date an Incentive Stock Option is granted) of the shares with respect
to which an Incentive Stock Option grant under this Plan (when aggregated, if
appropriate, with shares subject to other Incentive Stock Option grants made
before said grant under this Plan or another plan maintained by the Company or
any ISO Group member) is exercisable for the first time by an optionee during
any calendar year exceeds $100,000 (or such other limit as is prescribed by the
Code), such option grant shall be treated as a grant of Nonqualified Stock
Options pursuant to Code Section 422(d).
(h) Investment Representation. Unless the shares of stock covered by
the Plan have been registered with the Securities and Exchange Commission
pursuant to Section 5 of the Securities Act of 1933, as amended, each optionee
by accepting an option grant represents and agrees, for himself or herself and
his or her transferees by will or the laws of descent and distribution, that all
shares of stock purchased upon the exercise of the option grant will be acquired
for investment and not for resale or distribution. Upon such exercise of any
portion of any option grant, the person entitled to exercise the same shall upon
request of the Company furnish evidence satisfactory to the Company (including a
written and signed representation) to the effect that the shares of stock are
being acquired in good faith for investment and not for resale or distribution.
Furthermore, the Company may if it deems appropriate affix a legend to
certificates representing shares of stock purchased upon exercise of options
indicating that such shares have not been registered with the Securities and
Exchange Commission and may so notify its transfer agent.
(i) Rights of Optionee. An optionee or transferee holding an option
grant shall have no rights as a shareholder of the Company with respect to any
shares covered by any option grant until the date one or more of the options
granted thereunder have been properly exercised and the purchase price for such
shares has been paid in full. No adjustment shall be made for dividends
(ordinary or extraordinary, whether cash, securities or other property) or
distributions or other rights for which the record date is prior to the date
such share certificate is issued, except as provided for in paragraph 6(k).
Nothing in the Plan or in any option grant agreement shall confer upon any
optionee any right to continue performing services for the Company or any
Affiliated Group member, or interfere in any way with any right of the Company
or any Affiliated Group member to terminate the optionee's services at any time.
(j) Fractional Shares. The Company shall not be required to issue
fractional shares upon the exercise of an option. The value of any fractional
share subject to an option grant shall be paid in cash in connection with an
exercise that results in all full shares subject to the grant having been
exercised.
(k) Reorganizations, Etc. Subject to paragraph 9 hereof, if the
outstanding shares of stock of the class then subject to this Plan are increased
or decreased, or are changed into or exchanged for a different number or kind of
shares or securities, as a result of one or more reorganizations, stock splits,
reverse stock splits, stock dividends, spin-offs, other distributions of assets
to shareholders, appropriate adjustments shall be made in the number and/or type
of shares or securities for which options may thereafter be granted under this
Plan and for which options then outstanding under this Plan may thereafter be
exercised. Any such adjustments in outstanding options shall be made without
changing the aggregate exercise price applicable to the unexercised portions of
such options.
(l) Option Modification. Subject to the terms and conditions and within
the limitations of the Plan, the Board or the Committee may modify, extend or
renew outstanding options granted under the Plan, accept the surrender of
outstanding options (to the extent not theretofore exercised), reduce the
exercise price of outstanding options, or authorize the granting of new options
in substitution therefor (to the extent not theretofore exercised).
Notwithstanding the foregoing, no modification of an option (either directly or
through modification of the Plan) shall, without the consent of the optionee,
alter or impair any rights of the optionee under the option.
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(m) Grants to Foreign Optionees. The Board or the Committee in order to
fulfill the Plan purposes and without amending the Plan may modify grants to
participants who are foreign nationals or performing services for the Company or
an Affiliated Group member outside the United States to recognize differences in
local law, tax policy or custom.
(n) Other Terms. Each option grant agreement may contain such other
terms, provisions and conditions not inconsistent with the Plan as may be
determined by the Board or the Committee, such as without limitation
discretionary performance standards, tax withholding provisions, or other
forfeiture provisions regarding competition and confidential information.
7. TERMINATION OR AMENDMENT OF THE PLAN
The Board may at any time terminate or amend the Plan; provided, that
shareholder approval shall be obtained of any action for which shareholder
approval is required in order to comply with Rule 16b-3, the Code or other
applicable laws or regulatory requirements within such time periods prescribed.
8. SHAREHOLDER APPROVAL AND TERM OF THE PLAN
The Plan shall be effective as of December 13, 1996, subject to
ratification by the shareholders of the Company within (each of) the time
period(s) prescribed under Rule 16b-3, the Code, and any other applicable laws
or regulatory requirements, and shall continue thereafter until terminated by
the Board. Unless sooner terminated by the Board, in its sole discretion, the
Plan will expire on December 13, 2006 solely with respect to the granting of
Incentive Stock Options or such later date as may be permitted by the Code for
Incentive Stock Options, provided that options outstanding upon termination or
expiration of the Plan shall remain in effect until they have been exercised or
have expired or been forfeited.
9. ACCELERATION OF EXERCISE DATE
(a) All options theretofore granted under the Plan shall immediately
become fully exercisable upon the earliest of (i) the occurrence of an
Accelerating Event, or (ii) the dissemination to the shareholders of the Company
of a proxy statement seeking shareholder approval of an Accelerating Event of
the type described in (b)(ii) below, or (iii) the publication or dissemination
of an announcement of action intended to result in an Accelerating Event of the
type described in (b)(iii) below.
(b) Each of the following shall constitute an "Accelerating Event"
as used herein:
(i) the dissolution or liquidation of the Company;
(ii) the reorganization, merger or consolidation of
the Company with one or more corporations as a result of which
the outstanding shares of the class of securities then subject
to the Plan are exchanged for or converted into cash or
property or securities not issued by the Company, unless the
reorganization, merger or consolidation shall have been
affirmatively recommended to the Company's shareholders by a
majority of the members of the Company's Board and provision
shall have been made for options and stock appreciation rights
then outstanding under this 1996 Plan to be continued in
effect; or
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(iii) the Company agrees to be acquired, the Company
is subject to a non-negotiated takeover attempt, or there is a
change in control of the Company.
(c) For purposes of Paragraph (b) above, "change in control" shall mean
a change in control of a nature that would be required to be reported in
response to Item 5(f) of Schedule 14A of Regulation 14A promulgated under the
Securities Exchange Act of 1934, as amended (the "Exchange Act"). In addition,
"change in control" shall be deemed to have occurred if (i) any "person" (as
such term is used in Sections 13(d) and 14(d) of the Exchange Act), is or
becomes the "beneficial owner" (as defined in Rule 13(d)-3 under the Exchange
Act), directly or indirectly, of securities of the Company representing 40% or
more of the combined voting power of the Company's then outstanding securities;
or (ii) during any period of two consecutive calendar years, individuals who at
the beginning of such period constitute the Board of Directors of the Company
cease for any reason to constitute at least a majority thereof, unless the
election, or the nomination for election by the Company shareholders, of each
director who is not a director at the beginning of such period has been approved
in advance by directors representing at least two-thirds of the directors then
in office who were directors at the beginning of such period.
10. RESTRICTED STOCK
(a) Administration. Shares of restricted stock may be issued either
alone or in addition to other awards granted under the Plan; provided that a
maximum of 75,000 shares of restricted stock may be granted in any calendar
year. The Board or the Committee shall determine the eligible person to whom and
the time or times at which grants of restricted stock will be made, the number
of shares to be awarded, the time or times within which such awards may be
subject to forfeiture and any other terms and conditions of the awards. The
Board or the Committee may condition the grant of restricted stock upon the
attainment of specified levels of revenue, earnings per share, net income,
return on assets, return on sales, customer satisfaction, stock price, costs,
individual performance measures or such other factors or criteria as the Board
or the Committee shall determine. The provisions of restricted stock awards need
not be the same with respect to each recipient.
(b) Awards and Certificates. Each individual receiving a restricted
stock award shall be issued a certificate in respect of such shares of
restricted stock. Such certificate shall be registered in the name of such
individual and shall bear an appropriate legend referring to the terms,
conditions, and restrictions applicable to such award, substantially in the
following form:
"The transferability of this certificate and the shares of stock
represented hereby are subject to the terms and conditions (including
forfeiture) of the Continental Circuits Corp. 1996 Stock Option Plan
and a Restricted Stock Agreement. Copies of such Plan and Agreement are
on file at the offices of Continental Circuits Corp."
The Board or Committee may require that the certificates evidencing such shares
be held in custody by the Company until the restrictions thereon shall have
lapsed and that, as a condition of any restricted stock Award, the Grantee shall
have delivered a stock power, endorsed in blank, relating to the Company Stock
covered by such Award.
(c) Terms and Conditions. Shares of restricted stock shall be subject
to the following terms and conditions:
(i) Until the applicable restrictions lapse, the grantee shall not
be permitted to sell, assign, transfer, pledge or otherwise
encumber shares of restricted stock.
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(ii) The grantee shall have, with respect to the shares of
restricted stock, all of the rights of a stockholder of the
Company, including the right to vote the shares and the right
to receive any cash dividends. Unless otherwise determined by
the Board or the Committee, cash dividends shall be
automatically paid in cash and dividends payable in the
Company's common stock shall be paid in the form of additional
restricted stock.
(iii) Except to the extent otherwise provided in the applicable
Restricted Stock Agreement and (d) below, all shares still
subject to restriction shall be forfeited by the Grantee upon
termination of a grantee's employment for any reason.
(iv) In the event of hardship or other special circumstances of a
grantee whose employment is involuntarily terminated (other
than for cause), the Board or the Committee may waive in whole
or in part any or all remaining restrictions with respect to
such grantee's shares of restricted stock.
(v) If and when the applicable restrictions lapse, unlegended
certificates for such shares shall be delivered to the
grantee.
(vi) Each award shall be confirmed by, and be subject to the terms
of, a Restricted Stock Agreement.
11. WITHHOLDING TAXES
(a) General Rule. Pursuant to applicable federal and state laws, the
Company is or may be required to collect withholding taxes upon the exercise of
an option. The Company may require, as a condition to the exercise of an option
or the issuance of a stock certificate, that the optionee concurrently pay to
the Company (either in cash or, at the request of optionee but in the discretion
of the Board or the Committee and subject to such rules and regulations as the
Board or the Committee may adopt from time to time, in shares of Common Stock of
the Company) the entire amount or a portion of any taxes which the Company is
required to withhold by reason of such exercise, in such amount as the Committee
or the Board in its discretion may determine.
(b) Withholding from Shares to be Issued. In lieu of part or all of any
such payment, the optionee may elect, subject to such rules and regulations as
the Board or the Committee may adopt from time to time, or the Company may
require that the Company withhold from the shares to be issued that number of
shares having a fair market value (as defined in paragraph 6[b]) equal to the
amount which the Company is required to withhold.
(c) Special Rule for Insiders. Any such request or election (to satisfy
a withholding obligation using shares) by an individual who is subject to the
provisions of Section 16 shall be made in accordance with the rules and
regulations of the Securities and Exchange Commission promulgated thereunder.
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