<PAGE> 1
Registrant requests automatic effectiveness upon filing as per Rule 462 of the
Securities Act of 1933
As filed with the Securities and Exchange Commission on June 23, 1999
Registration No. 333-_____
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
---------------
Form S-8
Registration Statement
Under
The Securities Act of 1933
---------------
WRP Corporation
(Exact name of issuer as specified in its charter)
Maryland 73-1326131
- ------------------------ ---------------
(State of Incorporation) (I.R.S. Employer
Identification No.)
500 Park Blvd., Suite 1260, Itasca, Illinois 60143-2639
- --------------------------------------------------------------------------------
(Address of Principal Executive Offices) (Zip Code)
WRP Corporation Amended and Restated Omnibus Equity Compensation Plan
- --------------------------------------------------------------------------------
(Full title of the plan)
Mr. Edward J. Marteka
WRP Corporation
500 Park Boulevard, Suite 1260
Itasca, Illinois 60143
With a copy to:
Mitchell D. Goldsmith, Esq.
Dennis B. O'Boyle, Esq.
Shefsky & Froelich Ltd.
444 N. Michigan
Chicago, Illinois 60611
- --------------------------------------------------------------------------------
(Name and address of agent for service)
(630) 285-9191
- --------------------------------------------------------------------------------
(Telephone number, including area code, of agent for service)
<PAGE> 2
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
- ------------------------------------------------------------------------------------------------------------------------------
Title of Securities Amount to be Proposed Maximum Proposed Maximum Amount of
to be Registered Registered Offering Price Aggregate Offering Registration Fee
Per Share Price
- ------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, par 1,400,000 $5.375(2) $7,525,000(2) $1,494.25(3)
value $.01
- ------------------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) Subject to increase (or decrease) in accordance with Rule 416 of Regulation
C to reflect a merger, consolidation, reorganization, recapitalization,
stock dividend, stock split or other change in the corporate structure of
the Registrant which results in a change in the number of shares issuable
pursuant to outstanding awards under the Plan.
(2) Estimated solely for the purpose of calculating the registration fee
pursuant to Rules 457(c) and 457(h) of Regulation C, on the basis of the
average of the high and low prices of the shares of common stock of the
Registrant on the Nasdaq SmallCap Market on June 15, 1999.
(3) Pursuant to Rule 429 under the Securities Act of 1933, as amended, this
Registration Statement also relates to 400,000 shares of Common Stock
previously registered under Registrant's Registration Statement on Form S-8
(SEC File No. 333-28003, filed May 29, 1997). The registration fee has been
reduced by $413.19 to reflect the registration fee allocable to such
previously registered shares.
2
<PAGE> 3
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The documents listed below are hereby incorporated by reference into this
Registration Statement:
1. The Company's Annual Report on Form 10-K, for fiscal year ended
December 31, 1998.
2. The Company's Quarterly Report on Form 10-Q, for the quarter ended
March 31, 1999.
3. The Company's Form 8-A dated February 2, 1989.
4. All documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14 or 15(d) of the Exchange Act of 1934 prior to the
termination of the offering made hereby, shall be deemed to be
incorporated by reference in this Prospectus.
All documents filed subsequently to the foregoing by the Company pursuant
to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing
of a post-effective amendment which indicates that all securities registered
have been sold or which deregisters all securities then remaining unsold, shall
be deemed to be incorporated by reference into this Registration Statement and
to be a part hereof from the date of filing of such documents.
Item 4. Description of Securities.
(See Item 3)
Item 5. Interests of Named Experts and Counsel.
Not Applicable
Item 6. Indemnification of Directors and Officers.
The Maryland General Corporation Law ("MGCL") permits a corporation formed
in Maryland to include in its articles a provision eliminating or limiting the
liability of its directors and officers to the corporation or its stockholders
for money damages except for: (i) actual receipt of an improper benefit or
profit in money, property or services; or (ii) active and deliberate dishonesty
established by a judgment or other final adjudication as being material to the
cause of action
3
<PAGE> 4
adjudicated in such proceeding. The Company's Articles of Incorporation (the
"Articles") include such a provision limiting liability to the fullest extent
permitted by the MGCL.
The Company's Articles authorize it to indemnify present and former
officers and directors and to pay or reimburse expenses in advance of the final
disposition of the proceeding to the maximum extent permitted from time to time
by Maryland law. The Company's Bylaws obligate the Company to indemnify and
advance expenses to present and former officers and directors to the maximum
extent permitted by Maryland law. The MGCL permits the Company to indemnify its
present and former officers and directors, among others, against judgments,
penalties, fines, settlements and reasonable expenses actually incurred by them
in connection with any proceeding to which they may be made a party by reason of
their service in those or other capacities unless it is established that: (i)
the act or omission of the officer or director was material to the matter giving
rise to the proceeding and was committed in bad faith or was the result of
active and deliberate dishonesty; or (ii) in the case of any criminal
proceeding, the officer or director had reasonable cause to believe that the act
or omission was unlawful. The MGCL requires the Company, as a condition to
advancing expenses, to obtain: (a) a written affirmation by the officer or
director of the individual's good faith belief that he has met the standard of
conduct necessary for indemnification by the Company as authorized by the MGCL;
and (b) a written agreement by or on his behalf to repay the amount paid or
reimbursed by the Company if it shall ultimately be determined that the standard
of conduct was not met. The Company's Bylaws permit the Company to provide
indemnification and advance expenses to a present or former officer or director
who served a predecessor of the Company in such capacity, and to any employee or
agent of the Company or a predecessor of the Company.
Item 7. Exemption from Registration Claimed.
Not Applicable
Item 8. Exhibits.
Exhibit No.
5 Opinion of Coon & Schach re: legality
10 WRP Corporation Amended and Restated Omnibus Equity Compensation Plan
23(a) Consent of Coon & Schach (see Exhibit 5)
23(b) Consent of Arthur Andersen L.L.P.
24 Power of Attorney (see the Signature Page to this Registration
Statement)
4
<PAGE> 5
Item 9. Undertakings.
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 this 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 this Registration Statement; and
(iii) To include any material information with respect to the plan
of distribution not previously disclosed in this Registration
Statement or any material change to such information in this
Registration Statement;
Provided, however, that paragraphs (1)(i) and (ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in a periodic report filed by the Registrant pursuant to
Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference into this Registration Statement.
2. That, for the purposes 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.
4. 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 and 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 this Registration Statement shall be deemed to be a new
Registration Statement relating to the securities offered herein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
5. 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
5
<PAGE> 6
Exchange Commission such indemnification is against public policy as expressed
in such 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.
6
<PAGE> 7
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 of 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 Itasca, State of Illinois, on June 23, 1999.
WRP CORPORATION
By: /s/ Edward J. Marteka
-----------------------
Edward J. Marteka
President
7
<PAGE> 8
GRANT OF POWER OF ATTORNEY
Each person whose signature appears below as a Director and/or officer of
WRP Corporation hereby constitutes and appoints Edward J. Marteka and Lew Kwong
Ann his true and lawful attorney-in-fact and agent, with full power of
substitution, for him and in his name, place and stead, in any and all
capacities, to sign any and all subsequent amendments (including post-effective
amendments) to this Registration Statement, and to file the same with all
exhibits thereto, and all documents in connection therewith, with the Securities
and Exchange Commission, granting unto such attorneys-in-fact and agents, 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 such attorneys-in-fact and agents, or either of them, or their or his
substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed below by the following persons in
the capacities and on the dates indicated.
SIGNATURES TITLE DATE
- ---------- ----- ----
/s/ Richard Wong
- ------------------------
Richard Wong Chairman of the Board of Directors June 23, 1999
- ------------------------
Kamaruddin Taib Director
/s/ Edward J. Marteka
- ------------------------
Edward J. Marteka Director June 23, 1999
/s/ George J. Mennen
- ------------------------
George J. Mennen Director June 23, 1999
/s/ Robert Simmons
- ------------------------
Robert Simmons Director June 23, 1999
/s/ Don Arnwine
- ------------------------
Don Arnwine Director June 23, 1999
/s/ Richard Swanson
- ------------------------
Richard Swanson Director June 23, 1999
/s/ Lew Kwong Ann
- ------------------------
Lew Kwong Ann Secretary, Chief Financial Officer and June 23, 1999
Director
<PAGE> 9
EXHIBITS
Exhibit No.
5 Opinion of Coon & Schach re: legality
10 WRP Corporation Amended and Restated Omnibus Equity Compensation Plan
23(a) Consent of Coon & Schach (see Exhibit 5)
23(b) Consent of Arthur Andersen L.L.P.
24 Power of Attorney (see the Signature Page to this Registration
Statement)
<PAGE> 1
EXHIBIT 5
[ LETTERHEAD OF COON & SHACH, LLC ]
June 23, 1999
*Also Admitted in D.C.
WRP Corporation.
500 Park Boulevard, Suite 1260
Itasca, Illinois 60143
RE: WRP Corporation
Registration Statement on Form S-8
Gentlemen:
We have acted as special counsel to WRP Corporation, a Maryland
corporation (the "Company"), in connection with rendering an opinion to be used
as an exhibit to a registration statement on Form S-8 (the "Registration
Statement"), to be filed with the Securities and Exchange Commission (the
"Commission") under the Securities Act of 1933, as amended (the "Act"), with
respect to the public offering of up to 1,400,000 shares of the Company's common
stock, par value $0.01 (the "Shares"), to be issued in connection with the
exercise of options granted under the Company's Amended and Restated Omnibus
Equity Compensation Plan (the "Plan). In connection with the registration of the
Shares, you have requested our opinion with respect to the matters set forth
below.
For purposes of this opinion, we have reviewed the Registration
Statement. In addition, we have examined the originals or copies certified or
otherwise identified to our satisfaction of: (i) the Company's Certificate of
Incorporation, as amended to date; (ii) the By-laws of the company, as amended
to date; and (iii) records of the corporate proceedings of the Company as we
deemed necessary or appropriate as a basis for the opinions set forth herein. We
have not made any independent review or investigation of the organization,
existence, good standing, assets, business or affairs of the Company, or of any
other matters. In rendering our opinion, we have assumed without inquiry the
legal capacity of all natural persons, the genuineness of all signatures, the
authenticity of all documents submitted to us as originals, the conformity to
original documents of all documents submitted to us as certified or photostatic
copies and the authenticity of the originals of these documents submitted to us
as copies. Our opinion does not address the effect that the Plan may have
<PAGE> 2
WRP Corporation
June 23, 1999
Page 2
regarding any stock options previously issued under any preceding Plan involving
the issuance of Shares. Further, we have, for the purpose of rendering this
opinion, assumed that the total shares of the Company's common stock which will
be issued and outstanding, at any time, shall in no event exceed the authorized
Ten Million Shares.
We have not undertaken any independent investigation to determine facts
bearing on this opinion, and no inference as to the best of our knowledge of
facts based on an independent investigation should be drawn from this
representation. Further, our opinions, as hereinafter expressed, are subject to
the following exceptions, limitations and qualifications: (i) the effect of
bankruptcy, insolvency, fraudulent conveyance, reorganization, arrangement,
moratorium or other similar laws now or hereafter in effect relating to or
affecting the rights and remedies of creditors; and (ii) the effect of general
principles of equity whether enforcement is considered in a proceeding in equity
or at law and the discretion of the court before which any proceeding therefore
may be brought.
We are admitted to the practice of law only in the State of Maryland
and, accordingly, we do not purport to be experts on the laws of any other
jurisdiction nor do we express an opinion as to the laws of jurisdictions other
than the laws of the State of Maryland, as currently in effect.
On the basis of, and in reliance upon, the foregoing, and subject to
the qualifications contained herein, we are of the opinion that the Shares, when
issued pursuant to the Plan, will be validly issued, fully-paid and
nonassessable.
We consent to the use of this firm's name in the Registration
Statement.
Respectfully submitted,
/s/ COON & SCHACH, LLC
COON & SHACH, LLC
CCC/gi
<PAGE> 1
EXHIBIT 10
WRP CORPORATION
AMENDED AND RESTATED
OMNIBUS EQUITY COMPENSATION PLAN
as of June 25, 1998
1. ESTABLISHMENT AND PURPOSE OF THE PLAN. WRP Corporation amends and
restates its Omnibus Equity Compensation Plan for the purpose of joining capable
and experienced people and entities to the Company's business purposes. The Plan
shall fulfill its purpose by compensating them with equity-based awards, whose
value is connected to the continued growth and profitability of the Company and
whose characteristics of ownership foster a mutual interest with the Company's
shareholders.
2. DEFINITIONS.
(a) Affiliate. Any ultimate parent or ultimate subsidiary of the
Company which would qualify an employee of such entity to be entitled to receive
incentive stock options as defined in Section 422A of the Code pursuant to the
Plan.
(b) Agent. An officer of the Company or an Employee, person, or
entity performing services for or selling goods to the Company or transacting
business by or through its names, or an employee of such person or entity.
(c) Award. A compensation grant related to the Company's equity,
including Director Options, Restricted Stock, Options, and any Equity-Based
Award.
(d) Awardee. An Agent to whom an Award is made.
(e) Board of Directors. The Board of Directors of the Company.
(f) Change of Control. A change in control of the Company 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 Exchange Act, whether or
not the Company is then subject to such reporting requirements, provided that,
without limitation, a Change in Control shall be deemed to have occurred if (A)
any individual, partnership, firm, corporation, association, trust,
unincorporated organization, or other entity, or any syndicated or group deemed
to be a person under Section 14(d)(2) of the Act, is or becomes the "beneficial
owner" (as defined in Rule 13d-3 of the General Rules and Regulations under the
Exchange Act), directly or indirectly, of securities of the Company representing
20% or more of the combined voting power of the Company's then outstanding
securities entitled to vote in the election of directors of the Company; or (B)
during any period of two (2) consecutive years (not including any period prior
to the execution of this Plan), individuals who at the beginning of such period
constitute the Board of Directors and any new directors, whose election by the
Board of Directors or nomination for election by the Company's shareholders was
approved by a vote of at least three quarters (3/4) 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
<PAGE> 2
approved, cease for any reason to constitute a majority thereof. A change in
control shall not be deemed to be a Change in Control for purposes of this Plan
if the Board of Directors has approved such change in control prior to either
(I) the occurrence of any of the events described in the foregoing clauses (A)
and (B), or (ii) the commencement by any person other than the Company of a
tender offer for the Common Stock.
(g) Code. The Internal Revenue Code of 1986, as amended.
(h) Common Stock. The common stock of the Company, par value $.01
a share, or such other class or kind of shares or other securities as may be
applicable under Section 10.
(i) Company. WRP Corporation, a Maryland corporation, or any
successor to substantially all its business, and any entity owned in whole or in
part by it, if the consent requires or permits.
(j) Committee. The Compensation Committee of the Board of
Directors, or such other committee designated by the Board of Directors,
designated to administer the Plan under Section 4.
(k) Director Options. Non-Qualified Options awarded under Section
6 of the Plan.
(l) Employee. A full-time managerial, administrative, or
professional person employed by the Company, including an officer or director
who is such an employee.
(m) Equity-Based Award. An award by the Committee under Section 9
of the Plan.
(n) Exchange Act. The Securities Exchange Act of 1934, as amended.
(o) Fair Market Value. If the Common Stock is traded on the
over-the-counter market, the mean between the highest closing bid and lowest
closing asked prices for a share of the Common Stock as reported by the National
Association of Securities Dealers Automated Quotion System, or if not reported
by that system, the mean between the closing bid and asked prices as quoted by a
source designated by the Committee; if the Common Stock is listed on a national
or regional stock exchange, on the Nasdaq Stock Market, either on the National
Market System or the SmallCap Market, the closing sales price per share on such
exchange, or the Nasdaq Stock Market; or if the Common Stock is neither traded
in the over-the-counter market nor listed on an exchange or the Nasdaq Stock
Market, the per share value determined in good faith by the Committee. The
Committee may in its discretion average the Fair Market Value over a period of
time, may utilize a fair market value formula required by federal tax or
securities laws, or may modify this definition in such ways as it deems
appropriate and consistent with the purposes of the Plan.
2
<PAGE> 3
(p) Incentive Stock Option. Any Option which meets the
requirements of an incentive stock option as defined in Section 422A of the
Code, or any statutory provision that may replace such section, other than an
Option which states that it is not an Incentive Stock Option.
(q) Non-Qualified Option. Any Option which is not an Incentive
Stock Option.
(r) Options. Any option or options granted from time to time under
the Plan other than Director Options.
(s) Plan. The WRP Corporation Amended and Restated Omnibus Equity
Compensation Plan herein set forth as the same may from time to time be amended.
(t) Predecessor. American Drug Screens, Inc., an Oklahoma
corporation.
(u) Restricted Stock. Common Stock awarded by the Committee under
Section 7 of the Plan.
3. ELIGIBILITY. Any Agent is eligible to receive an Award, provided
that a director of the Company who is a member of the Committee and who is not
an Employee or an officer shall be eligible to receive only Director Options or
Restricted Stock as permitted under Section 6 of the Plan.
4. PLAN ADMINISTRATION.
(a) Administrator. The Plan shall be administered by the
Committee.
(b) Administrative Powers. The Committee shall have full power to
interpret and administer the Plan and full authority to act in selecting the
Agents or class of Agents to whom Awards will be granted, in determining the
type and amount of Awards to be granted to each Agent or class of Agent, the
terms and conditions of Awards granted under the Plan and the terms of
agreements which will be entered into with Awardees. The Committee shall have
the power to make regulations for carrying out the Plan, and to make changes in
such regulations as they from time to time deem proper. Any interpretation by
the Committee of the terms and provisions of the Plan, and the administration
thereof, and all action taken by the Committee, shall be final, binding, and
conclusive on the Company, its shareholders, Affiliates, all Agents, their
respective legal representatives, successors, and assigns and upon all other
persons claiming under or through any of them. As to the selection of and grants
of Awards to Awardees who are not subject to Sections 16(a) and 16(b) of the
Exchange Act, the Committee may delegate any or all of its responsibilities to
appropriate Employees of the Company.
(c) Administration Liability. Members of the Board of Directors,
members of the Committee, or Employees acting under the Plan shall incur no
liability except for gross negligence or willful misconduct in the performance
of their duties.
3
<PAGE> 4
5. SHARES SUBJECT TO GRANT. Subject to adjustment as provided in
Section 11, the total number of shares of Common Stock which the Company may
grant under the Plan shall be One Million Four Hundred Thousand (1,400,000)
shares of Common Stock. Any shares issued by the Company through the assumption
or substitution of outstanding grants from an acquired company shall not reduce
the shares available for grants under the Plan. Any shares issued hereunder may
consist, in whole or in part, of authorized and unissued shares or treasury
shares. If any shares necessary to an Award are forfeited or the Award otherwise
terminates without the issuance of shares, the shares subject to such Award, to
the extent of any such forfeiture or termination, shall again be available for
grant under the Plan.
6. DIRECTOR OPTIONS; RULES AND CONDITIONS. Each director who is not
an incumbent director and who is not otherwise qualified to receive Incentive
Stock Options by virtue of being an employee of the Company, its parent(s) or
any subsidiary of the Company shall receive upon his election and qualification
(subject to paragraph (a) below) Non-Qualified Options to purchase 1,000 shares
of Common Stock. The grant is further subject to the following rules and
conditions:
(a) Director Option Grants. Director Options shall be evidenced by
a Director Option agreement providing for the grant as of the date of the
director's election and qualification, provided that the Committee (excluding
the director, if he or she is a member) may defer the grant for up to six months
from such date. The agreements shall conform to the requirements of the Plan and
may contain such other provisions (including methods of options exercises and
provisions for protection of the Director Options in the event of mergers,
consolidations, dissolutions, and liquidations) as the Committee shall deem
advisable.
(b) Director Option Price. The Committee shall determine the
exercise price of a Director Option, provided that the exercise price shall be
not less than the lowest Fair Market Value of the Common Stock during the six
months preceding the election and qualification.
(c) Terms of Director Options. The Director Option agreements
shall specify when a Director Option may be exercisable and the terms and
conditions applicable in the event of the director's termination of service
during the Director Option's term.
(d) Payment of Director Option Price. The price of the shares of
Common Stock for which a Director Option shall be exercised shall be paid in
full in cash at the time of the exercise or, with the consent of the Committee
(excluding the exercising director, if he or she is a member), in whole or in
part in other consideration including Common Stock or Restricted Stock valued at
Fair Market Value. A director shall have no voting rights with respect to any
shares of Common Stock subject to Director Options unless and until a stock
certificate for such shares shall have been issued to him or her, but may have
such other rights and privileges as the Committee provides in the Director
Option Agreement.
4
<PAGE> 5
(e) Further Restrictions. The Committee may impose restrictions in
the Director Option agreements so that the Plan will qualify for an exemption
from the provisions of Section 16(b) of the Exchange Act.
(f) Exclusivity. The Director Options shall not be the exclusive
means by which the Company may compensate its directors. Directors may receive,
in lieu of some or all of their authorized cash compensation, Restricted Stock
awards having a value not greater than the cash foregone, with the Committee's
consent (excluding the electing director, if he or she is a member).
7. RESTRICTED STOCK RULES AND CONDITIONS. The grant of Restricted
Stock shall be upon the following rules and conditions:
(a) Restricted Stock Grants. Restricted Stock shall be evidenced
by Restricted Stock agreements. The agreements shall conform to the requirements
of the Plan and may contain such other provisions (including provisions for the
protection of Restricted Stock in the event of mergers, consolidations,
dissolutions, and liquidations, affecting either the agreement or the stock
issued thereunder) as the Committee shall deem advisable.
(b) Issuance of Restricted Stock. Upon determination of the number
of shares of Restricted Stock to be granted to an Awardee, the Committee shall
direct that a certificate representing the number of shares of Common Stock be
issued to the Awardee with the Awardee as the registered owner. The certificate
representing such shares shall either be legended to restrict the sale,
transfer, assignment, pledge, or other encumbrances during the restricted period
or deposited by the Awardee, together with a stock power endorsed in blank, with
the Company.
(c) Dividends and Voting Rights. During the restricted period the
Awardee shall have the right to receive dividends from and to vote the shares of
Restricted Stock.
(d) Delivery. The Restricted Stock agreement shall specify the
duration of the restricted period and the performance and/or employment
conditions under which the Restricted Stock may be forfeited to the Company. At
the end of the restricted period the restrictions imposed hereunder shall lapse
with respect to the number of shares of Restricted Stock as determined by the
Committee, and the legend may be removed or the shares delivered, as the case
may be, with respect to such number. The Committee may, in its sole discretion,
modify or accelerate the vesting of shares of Restricted Stock.
8. OPTIONS RULES AND CONDITIONS. The grant of Options shall be upon
the following rules and conditions:
(a) Options and Grants. Options shall be evidenced by Option
agreements. The agreements shall conform to the requirements of the Plan, and
may contain such other provisions (including restrictions upon the exercise of
the Option, and provisions for the protection of Options
5
<PAGE> 6
in the event of mergers, consolidations, dissolutions, and liquidations) as the
Committee shall deem advisable.
(b) Option Price. The price at which Common Stock may be purchased
upon exercise of an Option shall be determined by the Committee in accordance
with its rules, or, in their absence, by the Committee's discretion.
(c) Terms of Options. The Option agreements shall specify when an
Option may be exercisable and the terms and conditions applicable in the event
of the Awardee's termination of employment during the Option's term.
(d) Incentive Stock Option. Each provision of the Plan and each
Option agreement relating to an Incentive Stock Option shall be construed so
that each Incentive Stock Option shall be an incentive stock option as defined
in Section 422A of the Code, or any statutory provision that may replace such
Section, and any provisions thereof that cannot be so construed shall be
disregarded. In no event may an Awardee be granted Incentive Stock Options which
do not comply with such grant and vesting limitations as may be prescribed by
Section 422A(b)(7) of the Code, or any successor section or limitation and any
implementing regulations.
(e) Payment of Option Price. The Option Price of the shares of
Common Stock for which an Option shall be exercised shall be paid in full in
cash at the time of the exercise or, with the consent of the Committee, in whole
or in part in other consideration. An Awardee shall have no rights of a
shareholder with respect to any shares of Common Stock subject to an Option
unless and until a stock certificate for such shares shall have been issued to
him or her.
9. EQUITY-BASED AWARDS. The grant of Equity-Based Awards shall be
upon the following rules and regulations:
(a) Equity-Based Awards. The Committee may grant awards which are
valued, in whole or in part, by reference to or otherwise based on the Common
Stock. All grants shall be evidenced by written agreements which conform to the
requirements of the Plan and may contain such other provisions as the Committee
shall deem advisable.
(b) In Conjunction with Other Awards. Any Equity-Based Award may
be granted alone, in addition to, or in tandem with Restricted Stock, Options,
or other Equity-Based Awards as the Committee may determine.
10. ADJUSTMENTS UPON CHANGES IN CAPITALIZATION. In the event of a
reorganization, recapitalization, stock dividend, combination of shares, merger,
consolidation or any other change in the corporate structure of the Company
affecting Common Stock, or a sale by the Company of all or part of its assets,
or any distribution to shareholders other than normal cash dividend, the Board
of Directors shall make appropriate adjustment to the number and kind of shares
authorized by the Plan and any adjustments to outstanding Awards as it
determines appropriate. No fractional shares
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of Common Stock shall be issued pursuant to such an adjustment, however, and the
Fair Market Value of any fractional shares resulting from adjustments pursuant
to this section shall be paid in cash to the Awardee.
11. EFFECTIVE DATE, TERMINATION AND AMENDMENT. The Plan became
effective with the Predecessor on February 12, 1991. The Plan shall remain in
full force and effect until terminated by the Board of Directors, who shall have
the power to amend, suspend or terminate the Plan at any time; provided,
however, that the provisions pertaining to Director Options shall not be amended
more than once every six (6) months, other than to comport with changes in the
Code or the rules thereunder.
12. FORFEITURE. Awards may be forfeited if the Awardee terminates his
or her employment or contractual relationship with the Company or an Affiliate
for any reason other than death or retirement, except that the Committee shall
have the authority to provide for the Award's continuation, in whole or in part,
to the extent and for such period of time that the Awardee is subject to a
covenant not to compete with the Company or whenever it shall determine that
such continuation is in the best interest of the Company. Awards may furthermore
be forfeited by an Awardee if the Committee determines that the Awardee has at
any time engaged in any activity harmful to the interest of the Company or
Affiliates; engages in competition with the Company or Affiliates; or accepts
employment with a competitor of the Company or Affiliates.
13. TAX WITHHOLDING.
(a) The Company shall have the power to withhold from any source, or
require an Awardee to remit to the Company, an amount sufficient to satisfy any
withholding or other tax due from the Company with respect to any amount payable
and/or shares issuable under the Plan, and the Company may defer such payment or
issuance unless indemnified to its satisfaction.
(b) Subject to the consent of the Committee, due to the exercise of a
Nonstatutory Option or the issuance of any other stock award under the Plan, an
Awardee may make an irrevocable election (an "Election") to (a) have Shares
otherwise issuable upon exercise withheld, or (b) tender back to the Company
Common Stock received pursuant to such exercise or issuance or (c) deliver back
to the Company pursuant to such exercise or issuance previously acquired Common
Stock having a Fair Market Value sufficient to satisfy all or part of the
Awardee's estimated tax obligations associated with the transaction. Such
Election must be made by an Awardee prior to the date on which the relevant tax
obligation arises (the "Tax Date"). The Committee may disapprove of any
Election, may suspend or terminate the right to make Elections, or may provide
with respect to any Option under this Plan that the right to make Elections
shall not apply to such Options.
(c) If an Awardee is an Officer, then an Election is subject to the
following additional restrictions:
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(1) No Election shall be effective for a Tax Date which occurs
within six months of the grant of the award.
(2) The Election must be made and must be effective during a
period beginning on the third business day following the date of release for
publication of the Company's quarterly or annual summary statements of sales and
earnings and ending on the twelfth business day following such date.
14. BENEFICIARY UPON AWARDEE'S DEATH. An Awardee's Award shall be
transferable at his or her death to the beneficiary designated by the Awardee on
forms prescribed by and filed with the Committee. Upon the death of an Awardee,
such beneficiary shall succeed to the rights of the Awardee. If no such
designation of a beneficiary has been made, the Awardee's Awards shall succeed
to his or her legal representative and shall be transferable by will or pursuant
to the laws of descent and distribution.
15. GENERAL PROVISIONS.
(a) Nothing contained in the Plan, or in any Award granted
pursuant to the Plan, shall confer upon any Employee any right of continued
employment by the Company or Affiliate, nor alter the right of the Company or
Affiliate to terminate the Employee's employment at any time with or without
cause.
(b) For purposes of this Plan, transfer of employment between the
Company and its subsidiaries and Affiliates shall not be deemed termination of
employment.
(c) Nothing in this Plan, or in any Award granted pursuant to this
Plan, shall confer upon any non-Employee Agent any right of continued
relationship with the Company or Affiliates, or alter the relationship between
them, including any rights of the Company or Affiliate to terminate its
relationship with the non-Employee Agent.
(d) Appropriate provision may be made for all taxes required to be
withheld in connection with any Award, the exercise thereof and the transfer of
shares of Common Stock in respect of any federal, state or local withholding
taxes, whether domestic or foreign. In the case of the payment of Awards in the
form of Common Stock, the Company shall have the right to retain the number of
shares of Common Stock whose fair market value equals the amount to be withheld.
(e) If any day on or before which action under the Plan must be
taken falls on a Saturday, Sunday or legal holiday, such action may be taken on
the next succeeding day not a Saturday, Sunday or legal holiday.
(f) Without amending the Plan, awards may be granted to Agents who
are foreign nationals or employed outside the United States or both, on such
terms and conditions different from
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those specified in the Plan as may, in the judgment of the Committee, be
necessary or desirable to further the purpose of the Plan.
(g) To the extent that federal laws (such as the Exchange Act, the
Code, or the Employee Retirement Income Security Act of 1974) do not otherwise
control the Plan and all determinations made and actions taken pursuant hereto
shall be governed by the law of Maryland and construed accordingly.
(h) The Committee may amend or substitute any outstanding Awards
to the extent it deems appropriate. Such amendment or substitution may be
unilateral by the Company, provided that Award substitutions shall be for
comparable value.
(i) The Committee may defer or permit an Awardee to defer the
receipt of consideration upon an Award pursuant to such rules as the Committee
may promulgate or as provided in an Award agreement. The Committee may provide
in Award agreements for the receipt of interest, dividends, or other
consideration which would have been received on the Common Stock underlying or
tied to the Award.
(j) Notwithstanding any other provision of the Plan to the
contrary, at the time of any Change in Control:
(1) The restrictions and limitations applicable to
any Director Options, Options, Restricted Stock and other
Equity-Based Awards, in each case to the extent not already
vested under the Plan, shall lapse and such shares and awards
shall be deemed fully vested.
(2) Any Director Options and Options awarded under
the Plan not previously exercisable and vested shall become
fully exercisable and vested.
(3) The value of all outstanding Director Options,
Options, Restricted Stock, and other Equity-Based Awards, in
each case to the extent vested, shall unless otherwise
determined by the Committee in its sole discretion at or
after grant but prior to any Change in Control, be cashed out
on the basis determined by the Committee as of the date such
Change in Control is determined to have occurred or such
other date as the Committee may determine prior to the Change
in Control.
(k) Participation in the Plan shall not be the exclusive means by
which the Company may compensate its Employees, Agents, or directors.
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EXHIBIT 23(b)
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this registration statement of our report dated February 8, 1999
included in WRP Corporation's Form 10-K for the year ended December 31, 1998 and
to all references to our Firm included in this registration statement.
ARTHUR ANDERSEN LLP
Chicago, Illinois
June 23, 1999
