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REGISTRATION NO. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
TECH/OPS SEVCON, INC.
(Exact name of registrant as specified in its charter)
Delaware 04-2985631
(State or other jurisdiction (I.R.S. Employer
of incorporation) Identification No.)
One Beacon Street, Boston, Massachusetts 02108
(Address of Principal Executive Offices)
1996 EQUITY INCENTIVE PLAN
(Full Title of the Plan)
PAUL B. ROSENBERG, TREASURER
Tech/Ops Sevcon, Inc
One Beacon Street
Boston, Massachusetts 02108
(617) 523-2030
(Name, address and telephone number of agent for service)
with copies to:
DAVID R. POKROSS, JR., ESQ.
Palmer & Dodge
One Beacon Street
Boston, Massachusetts 02108
(617) 573-0100
CALCULATION OF REGISTRATION FEE
Title of each Amount to Proposed Proposed Amount of
class of be maximum maximum registrat-
securities to registered offering aggregate ion fee
be registered price per offering
share(1) price (1)
- ------------- ---------- --------- --------- ---------
Common Stock, 100,000(2) $14.00 $1,400,000 $483.00
$0.10 par value
(1) Estimated solely for the purpose of determining the registration fee and
computed pursuant to Rule 457(h) and based upon the average of the high and
low sale prices on March 29, 1996 as reported by the American Stock Exchange.
(2) This Registration Statement registers 100,000 shares of Common Stock
under the 1996 Equity Incentive Plan. An total of 200,000 shares of Common
Stock has previously been registered under such plan (SEC File No. 33-42960).
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Statement Regarding Incorporation By Reference From Effective
Registration Statement
This Registration Statement covers additional securities of
the same class as the securities of the Registrant registered on
Form S-8 (Registration No. 33-42960) filed with the Securities
and Exchange Commission on September 25, 1991, the contents of
which are hereby incorporated by reference, relating to the
Registrant's 1987 Key Employee Stock Bonus and Option Plan. The
1987 Key Employee Stock Bonus and Option Plan has been amended
and restated as the 1996 Equity Incentive Plan effective as of
January 31, 1996.
Item 8. Exhibits.
See Exhibit Index on page 5.
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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
the City of Boston, Commonwealth of Massachusetts, on this 1st
day of April, 1996.
TECH/OPS SEVCON, INC.
By: /s/ Paul B. Rosenberg
---------------------------
Paul B. Rosenberg, Treasurer
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POWER OF ATTORNEY
We, the undersigned officers and directors of Tech/Ops
Sevcon, Inc., hereby severally constitute and appoint Paul B.
Rosenberg and David R. Pokross, Jr., and each of them singly, our
true and lawful attorneys-in-fact, with full power to them in any
and all capacities, to sign any and all amendments to this
Registration Statement on Form S-8 (including any post-effective
amendments thereto), and to file the same, with exhibits thereto
and other documents in connection therewith, with the Securities
and Exchange Commission, hereby ratifying and confirming all that
each of said attorneys-in-fact may do or cause to be done by
virtue hereof.
Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement has been signed below by the
following persons in the capacities and on the dates indicated:
Signature Title Date
--------- ----- ----
/s/ Bernard F. Start President, Chief Executive 3/25/96
Officer and Director
(Principal Executive Officer)
/s/ Paul A. McPartlin Vice President and Chief 3/25/96
Financial Officer
(Principal Financial and
Accounting Officer)
/s/ Milton C. Lauenstein Director 3/25/96
/s/ Harold C. Mayer, Jr. Director 3/25/96
/s/ Paul B. Rosenberg Director 3/25/96
/s/ Herbert Roth, Jr. Director 3/25/96
/s/ Marvin G. Schorr Director 3/25/96
/s/ C. Vincent Vappi Director 3/25/96
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EXHIBIT INDEX
Exhibit Page
Number Description Number
- ------- ----------- ------
5.1 Opinion of Palmer & Dodge as to the
legality of the securities registered
hereunder. Filed herewith. 6
23.1 Consent of Arthur Andersen LLP,
independent accountants. Filed
herewith. 7
23.2 Consent of Palmer & Dodge (contained
in Opinion of Palmer & Dodge filed
as Exhibit 5.1).
24.1 Power of Attorney (contained in the
signature page hereto).
99.1 Tech/Ops Sevcon, Inc. 1996 Equity
Incentive Plan. Filed herewith. 8
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Exhibit 5.1
PALMER & DODGE
One Beacon Street
Boston, Massachusetts 02108
Telephone: (617) 573-0100 Facsimile: (617) 227-4420
April 1, 1996
Tech/Ops Sevcon, Inc.
One Beacon Street
Boston, MA 02108
Ladies & Gentlemen:
We are rendering this opinion in connection with the
Registration Statement on Form S-8 (the "Registration Statement")
filed by Tech/Ops Sevcon, Inc. (the "Company") with the
Securities and Exchange Commission (the "Commission") under the
Securities Act of 1933 (the "Act"), on or about the date hereof.
The Registration Statement relates to 100,000 shares (the
"Shares") of the Company's Common Stock, $0.10 par value, offered
pursuant to the provisions of the Company's 1996 Equity Incentive
Plan (the "Plan").
We have acted as your counsel in connection with the
preparation of the Registration Statement and are familiar with
the proceedings taken by the Company in connection with the
authorization of the issuance and sale of the Shares. We have
examined all such documents as we consider necessary to enable us
to render this opinion.
Based upon the foregoing, we are of the opinion that when
issued in accordance with the terms of the Plan and the options
or other rights granted thereunder, the Shares will be duly
authorized, validly issued, fully paid and nonassessable.
We hereby consent to the filing of this opinion as part of
the Registration Statement.
Very truly yours,
/s/ Palmer & Dodge
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Exhibit 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this
registration statement on Form S-8 of Tech/Ops Sevcon, Inc. for
its 1996 Equity Incentive Plan of our report dated November 7,
1995 on our audit of the consolidated financial statements and
financial statement schedules of Tech/Ops Sevcon, Inc. as of
September 30, 1994 and 1995 and for each of the three years in
the period ended September 30, 1995, which report is included in
Tech/Ops Sevcon, Inc.'s 1995 Annual Report on Form 10-K.
/s/ Arthur Andersen LLP
Boston, Massachusetts
April 1, 1996
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Exhibit 99.1
TECH/OPS SEVCON, INC. 1996 EQUITY INCENTIVE PLAN
1. Purpose
The purpose of the Tech/Ops Sevcon, Inc. 1996 Equity
Incentive Plan (the "Plan") is to attract and retain key
employees and consultants of the Company and its Affiliates, to
provide an incentive for them to achieve long-range performance
goals, and to enable them to participate in the long-term growth
of the Company.
The Plan is an amendment and restatement of the Company's
1987 Key Employee Stock Bonus and Option Plan (the "1987 Plan")
and supersedes the 1987 Plan, the separate existence of which
shall terminate on the effective date of the Plan. Nothing
herein shall adversely affect the rights and privileges of
holders of outstanding options under the 1987 Plan.
2. Definitions
"Affiliate" means any business entity in which the Company
owns directly or indirectly 50% or more of the total voting power
or has a significant financial interest as determined by the
Committee.
"Award" means any Option, Stock Appreciation Right or
Restricted Stock granted under the Plan.
Board" means the Board of Directors of the Company.
"Code" means the Internal Revenue Code of 1986, as amended
from time to time, or any successor law.
"Committee" means one or more committees each comprised of
not less than three members of the Board appointed by the Board
to administer the Plan or a specified portion thereof. If a
Committee is authorized to grant Awards to a Reporting Person or
a "covered employee" within the meaning of Section 162(m) of the
Code, each member shall be a "disinterested person" or the
equivalent within the meaning of applicable Rule 16b-3 under the
Exchange Act or an "outside director" or the equivalent within
the meaning of Section 162(m) of the Code, respectively.
"Common Stock" or "Stock" means the Common Stock, $.10 par
value, of the Company.
"Company" means Tech/Ops Sevcon, Inc.
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"Designated Beneficiary" means the beneficiary designated by
a Participant, in a manner determined by the Committee, to
receive amounts due or exercise rights of the Participant in the
event of the Participant's death. In the absence of an effective
designation by a Participant, "Designated Beneficiary" means the
Participant's estate.
"Exchange Act" means the Securities Exchange Act of 1934, as
amended from time to time, or any successor law.
"Fair Market Value" means, with respect to Common Stock or
any other property, the fair market value of such property as
determined by the Committee in good faith or in the manner
established by the Committee from time to time.
"Incentive Stock Option" - See Section 6(a).
"Nonstatutory Stock Option" - See Section 6(a).
"Option" - See Section 6(a).
"Participant" means a person selected by the Committee to
receive an Award under the Plan.
"Reporting Person" means a person subject to Section 16 of
the Exchange Act.
"Restricted Period" - See Section 8(a).
"Restricted Stock" - See Section 8(a).
"Stock Appreciation Right" or "SAR" - See Section 7(a).
3. Administration
The Plan shall be administered by the Committee. The
Committee shall have authority to adopt, alter and repeal such
administrative rules, guidelines and practices governing the
operation of the Plan as it shall from time to time consider
advisable, and to interpret the provisions of the Plan. The
Committee's decisions shall be final and binding. To the extent
permitted by applicable law, the Committee may delegate to one or
more executive officers of the Company the power to make Awards
to Participants who are not subject to Section 16 of the Exchange
Act and all determinations under the Plan with respect thereto,
provided that the Committee shall fix the maximum amount of such
Awards for all such Participants and a maximum for any one
Participant.
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4. Eligibility
All employees and, in the case of Awards other than
Incentive Stock Options under Section 6, consultants of the
Company or any Affiliate, capable of contributing significantly
to the successful performance of the Company, other than a person
who has irrevocably elected not to be eligible, are eligible to
be Participants in the Plan. Incentive Stock Options may be
granted only to persons eligible to receive such Options under
the Code.
5. Stock Available for Awards
(a) Amount. Subject to adjustment under subsection (b),
Awards may be made under the Plan for up to 100,000 shares of
Common Stock, together with all shares of Common Stock available
for issue under the 1987 Plan on the effective date of the Plan.
If any Award (including any grant under the 1987 Plan) expires
or is terminated unexercised or is forfeited or settled in a
manner that results in fewer shares outstanding than were
awarded, the shares subject to such Award, to the extent of such
expiration, termination, forfeiture or decrease, shall again be
available for award under the Plan. Common Stock issued through
the assumption or substitution of outstanding grants from an
acquired company shall not reduce the shares available for Awards
under the Plan. Shares issued under the Plan may consist in
whole or in part of authorized but unissued shares or treasury
shares.
(b) Adjustment. In the event that the Committee determines
that any stock dividend, extraordinary cash dividend,
recapitalization, reorganization, merger, consolidation, split-
up, spin-off, combination, exchange of shares, or other
transaction affects the Common Stock such that an adjustment is
required in order to preserve the benefits intended to be
provided by the Plan, then the Committee (subject in the case of
Incentive Stock Options to any limitation required under the
Code) shall equitably adjust any or all of (i) the number and
kind of shares in respect of which Awards may be made under the
Plan, (ii) the number and kind of shares subject to outstanding
Awards, and (iii) the exercise price with respect to any of the
foregoing, and if considered appropriate, the Committee may make
provision for a cash payment with respect to an outstanding
Award, provided that the number of shares subject to any Award
shall always be a whole number.
(c) Limit on Individual Grants. The maximum number of
shares of Common Stock subject to Options and Stock Appreciation
Rights that may be granted to any Participant in the aggregate in
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any calendar year shall not exceed 60,000 shares, subject to
adjustment under subsection (b).
6. Stock Options
(a) Grant of Options. Subject to the provisions of the
Plan, the Committee may grant options ("Options") to purchase
shares of Common Stock (i) complying with the requirements of
Section 422 of the Code or any successor provision and any
regulations thereunder ("Incentive Stock Options") and (ii) not
intended to comply with such requirements ("Nonstatutory Stock
Options"). The Committee shall determine the number of shares
subject to each Option and the exercise price therefor, which
shall not be less than 100% of the Fair Market Value of the
Common Stock on the date of grant. No Incentive Stock Option may
be granted hereunder more than ten years after the effective date
of the Plan.
(b) Terms and Conditions. Each Option shall be exercisable
at such times and subject to such terms and conditions as the
Committee may specify in the applicable grant or thereafter. The
Committee may impose such conditions with respect to the exercise
of Options, including conditions relating to applicable federal
or state securities laws, as it considers necessary or advisable.
(c) Payment. No shares shall be delivered pursuant to any
exercise of an Option until payment in full of the exercise price
therefor is received by the Company. Such payment may be made in
whole or in part in cash or, to the extent permitted by the
Committee at or after the grant of the Option, by delivery of a
note or shares of Common Stock owned by the optionee, including
Restricted Stock, or by retaining shares otherwise issuable
pursuant to the Option, in each case valued at their Fair Market
Value on the date of delivery or retention, or such other lawful
consideration as the Committee may determine.
7. Stock Appreciation Rights
(a) Grant of SARs. Subject to the provisions of the Plan,
the Committee may grant rights to receive any excess in value of
shares of Common Stock over the exercise price ("Stock
Appreciation Rights" or "SARs") in tandem with an Option (at or
after the award of the Option), or alone and unrelated to an
Option. SARs in tandem with an Option shall terminate to the
extent that the related Option is exercised, and the related
Option shall terminate to the extent that the tandem SARs are
exercised. The Committee shall determine at the time of grant or
thereafter whether SARs are settled in cash, Common Stock or
other securities of the Company, Awards or other property.
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(b) Exercise Price. The Committee shall fix the exercise
price of each SAR or specify the manner in which the price shall
be determined. An SAR granted in tandem with an Option shall
have an exercise price not less than the exercise price of the
related Option. An SAR granted alone and unrelated to an Option
may not have an exercise price less than 100% of the Fair Market
Value of the Common Stock on the date of the grant.
(c) Limited SARs. An SAR related to an Option, which SAR
can only be exercised upon or during limited periods following a
change in control of the Company, may entitle the Participant to
receive an amount based upon the highest price paid or offered
for Common Stock in any transaction relating to the change in
control or paid during a specified period immediately preceding
the occurrence of the change in control in any transaction
reported in the stock market in which the Common Stock is
normally traded.
8. Restricted Stock
(a) Grant of Restricted Stock. Subject to the provisions of
the Plan, the Committee may grant shares of Common Stock subject
to forfeiture ("Restricted Stock") and determine the duration of
the period (the "Restricted Period") during which, and the
conditions under which, the shares may be forfeited to the
Company and the other terms and conditions of such Awards.
Shares of Restricted Stock may be issued for no cash
consideration or such minimum consideration as may be required by
applicable law.
(b) Restrictions. Shares of Restricted Stock may not be
sold, assigned, transferred, pledged or otherwise encumbered,
except as permitted by the Committee, during the Restricted
Period. Shares of Restricted Stock shall be evidenced in such
manner as the Committee may determine. Any certificates issued
in respect of shares of Restricted Stock shall be registered in
the name of the Participant and unless otherwise determined by
the Committee, deposited by the Participant, together with a
stock power endorsed in blank, with the Company. At the
expiration of the Restricted Period, the Company shall deliver
such certificates to the Participant or if the Participant has
died, to the Participant's Designated Beneficiary.
9. General Provisions Applicable to Awards
(a) Reporting Person Limitations. Notwithstanding any other
provision of the Plan, to the extent required to qualify for the
exemption provided by Rule 16b-3 under the Exchange Act, Awards
made to a Reporting Person shall not be transferable by such
person other than by will or the laws of descent and distribution
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and are exercisable during such person's lifetime only by such
person or by such person's guardian or legal representative. If
then permitted by Rule 16b-3, such Awards shall also be
transferable pursuant to a qualified domestic relations order as
defined in the Code or Title I of the Employee Retirement Income
Security Act or the rules thereunder.
(b) Documentation. Each Award under the Plan shall be
evidenced by a writing delivered to the Participant specifying
the terms and conditions thereof and containing such other terms
and conditions not inconsistent with the provisions of the Plan
as the Committee considers necessary or advisable to achieve the
purposes of the Plan or to comply with applicable tax and
regulatory laws and accounting principles.
(c) Committee Discretion. Each type of Award may be made
alone, in addition to or in relation to any other Award. The
terms of each type of Award need not be identical, and the
Committee need not treat Participants uniformly. Except as
otherwise provided by the Plan or a particular Award, any
determination with respect to an Award may be made by the
Committee at the time of grant or at any time thereafter.
(d) Dividends and Cash Awards. In the discretion of the
Committee, any Award under the Plan may provide the Participant
with (i) dividends or dividend equivalents payable currently or
deferred with or without interest, and (ii) cash payments in lieu
of or in addition to an Award.
(e) Termination of Employment. The Committee shall
determine the effect on an Award of the disability, death,
retirement or other termination of employment of a Participant
and the extent to which, and the period during which, the
Participant's legal representative, guardian or Designated
Beneficiary may receive payment of an Award or exercise rights
thereunder.
(f) Change in Control. In order to preserve a Participant's
rights under an Award in the event of a change in control of the
Company, the Committee in its discretion may, at the time an
Award is made or at any time thereafter, take one or more of the
following actions: (i) provide for the acceleration of any time
period relating to the exercise or payment of the Award, (ii)
provide for payment to the Participant of cash or other property
with a Fair Market Value equal to the amount that would have been
received upon the exercise or payment of the Award had the Award
been exercised or paid upon the change in control, (iii) adjust
the terms of the Award in a manner determined by the Committee to
reflect the change in control, (iv) cause the Award to be
assumed, or new rights substituted therefor, by another entity,
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or (v) make such other provision as the Committee may consider
equitable to Participants and in the best interests of the
Company.
(g) Loans. The Committee may authorize the making of loans
or cash payments to Participants in connection with the grant or
exercise any Award under the Plan, which loans may be secured by
any security, including Common Stock, underlying or related to
such Award (provided that the loan shall not exceed the Fair
Market Value of the security subject to such Award), and which
may be forgiven upon such terms and conditions as the Committee
may establish at the time of such loan or at any time thereafter.
(h) Withholding Taxes. The Participant shall pay to the
Company, or make provision satisfactory to the Committee for
payment of, any taxes required by law to be withheld in respect
of Awards under the Plan no later than the date of the event
creating the tax liability. In the Committee's discretion, such
tax obligations may be paid in whole or in part in shares of
Common Stock, including shares retained from the Award creating
the tax obligation, valued at their Fair Market Value on the date
of delivery. The Company and its Affiliates may, to the extent
permitted by law, deduct any such tax obligations from any
payment of any kind otherwise due to the Participant.
(i) Foreign Nationals. Awards may be made to Participants
who are foreign nationals or employed outside the United States
on such terms and conditions different from those specified in
the Plan as the Committee considers necessary or advisable to
achieve the purposes of the Plan or to comply with applicable
laws.
(j) Amendment of Award. The Committee may amend, modify or
terminate any outstanding Award, including substituting therefor
another Award of the same or a different type, changing the date
of exercise or realization and converting an Incentive Stock
Option to a Nonstatutory Stock Option, provided that the
Participant's consent to such action shall be required unless the
Committee determines that the action, taking into account any
related action, would not materially and adversely affect the
Participant.
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10. Miscellaneous
(a) No Right To Employment. No person shall have any claim
or right to be granted an Award. Neither the Plan nor any Award
hereunder shall be deemed to give any employee the right to
continued employment or to limit the right of the Company to
discharge any employee at any time.
(b) No Rights As Stockholder. Subject to the provisions of
the applicable Award, no Participant or Designated Beneficiary
shall have any rights as a stockholder with respect to any shares
of Common Stock to be distributed under the Plan until he or she
becomes the holder thereof. A Participant to whom Common Stock
is awarded shall be considered the holder of the Stock at the
time of the Award except as otherwise provided in the applicable
Award.
(c) Effective Date. Subject to the approval of the
stockholders of the Company, the Plan shall be effective on
January 31, 1996.
(d) Amendment of Plan. The Board may amend, suspend or
terminate the Plan or any portion thereof at any time, subject to
such stockholder approval as the Board determines to be necessary
or advisable to comply with any tax or regulatory requirement.
(e) Governing Law. The provisions of the Plan shall be
governed by and interpreted in accordance with the laws of
Delaware.
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