<PAGE>
As filed with the Securities and Exchange Commission on June 11, 1999
Registration No. 333-
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-----------------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
-----------------------------
BEI MEDICAL SYSTEMS COMPANY, INC.
(Exact name of registrant as specified in its charter)
Delaware 71-0455756
-------------------------- ------------------------------------
(State of Incorporation) (I.R.S. Employer Identification No.)
100 HOLLISTER ROAD
TETERBORO, NEW JERSEY 07608
(Address of principal executive offices)
AMENDED 1987 STOCK OPTION PLAN
1992 RESTRICTED STOCK PLAN
(Full title of the plans)
THOMAS W. FRY
VICE PRESIDENT, FINANCE AND ADMINISTRATION,
TREASURER AND SECRETARY
BEI MEDICAL SYSTEMS COMPANY, INC.
100 HOLLISTER ROAD
TETERBORO, NEW JERSEY 07608
(201) 727-4900
(Name, address, including zip code,
and telephone number, including area code, of agent for service)
----------------------------
Copies to:
CHRISTOPHER A. WESTOVER
VIRGINIA C. EDWARDS
COOLEY GODWARD LLP
ONE MARITIME PLAZA, 20TH FLOOR
SAN FRANCISCO, CA 94111
(415) 693-2000
----------------------------
Page 1 of 24
Exhibit Index at Page 6
<PAGE>
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
=================================================================================================================
=================================================================================================================
Proposed Maximum Proposed Maximum
Title of Securities Amount to be Offering Price Per Aggregate Offering Amount of
to be Registered Registered Share (1) Price (1) Registration Fee
- -----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Shares of Common
Stock, par value
$.001 per share,
reserved for 500,000 $1.141 $570,500.00 $158.60
future grant under
the Amended 1987
Stock Option Plan
=================================================================================================================
Shares of Common
Stock, par value
$.001 per share,
reserved for 200,000 $1.141 $228,200.00 $ 63.44
future issuance
under the 1992
Restricted Stock
Plan
=================================================================================================================
Totals: 700,000 $1.141 $798,700.00 $222.04
=================================================================================================================
</TABLE>
================================================================================
(1) Estimated solely for the purpose of calculating the amount of the
registration fee pursuant to Rule 457(c). The price per share and aggregate
offering price are based upon the closing sales price of Registrant's
Common Stock on June 7, 1999 as reported on the NASDAQ National Market
System.
================================================================================
<PAGE>
INCORPORATION BY REFERENCE OF CONTENTS OF
REGISTRATION STATEMENTS ON FORM S-8 NOS. 33-31459, 33-46766
AND 333-64155
The contents of Registration Statements on Form S-8 Nos. 33-31459 and 33-
46766 filed with the Securities and Exchange Commission on October 11, 1989 (as
amended October 30, 1989), March 27, 1992 and September 24, 1998, respectively,
are incorporated by reference herein with such modifications as are set forth
below.
Amendments to the 1987 Incentive Stock Option Plan (the "Incentive Plan")
and 1987 Supplemental Stock Option Plan (the "Supplemental Plan") by the Board
in December 1989 and January 1997, approved by the stockholders in February 1990
and March 1997, respectively, combined the Incentive Plan and the Supplemental
Plan into one plan, changed its name to the Amended 1987 Stock Option Plan (the
"Amended Plan"), increased the number of shares of the Company's Common Stock
authorized for issuance from 900,000 shares to 1,350,000 shares, allowed for the
issuance of both incentive stock options and nonstatutory stock options, allowed
stock options to be granted to consultants, extended the term of the Amended
Plan to January 15, 2007, made changes to the Amended Plan in response to the
requirements of Code Section 162(m) of the Internal Revenue Code of 1986, as
amended (the "Code") and made conforming changes to the Amended Plan in
accordance with Rule 16b-3 under the Securities Exchange Act of 1934, as
amended.
In November 1997, the Board approved an amendment to the Amended Plan,
approved by the stockholders in March 1998, to enhance the flexibility of the
Board and the Compensation Committee in granting of stock options to the
Company's employees and to increase the number of shares authorized for issuance
under the Amended Plan from a total of 1,350,000 shares to 1,600,000 shares.
In January 1997, the Board approved an amendment to the 1992 Restricted
Stock Plan (the "Restricted Plan"), approved by the stockholders in March 1997,
to increase the number of shares authorized for issuance under the Restricted
Plan from a total of 350,000 to 700,000 shares.
In January 1999, the Board approved an amendment to the Amended Plan,
approved by the stockholders in March 1999, to increase the number of shares
authorized for issuance under the Amended Plan from a total of 1,600,000 to
2,100,000 shares.
In January 1999, the Board approved an amendment to the Restricted Plan,
approved by the stockholders in March 1999, to increase the number of shares
authorized for issuance under the Restricted Plan from a total of 700,000 to
900,000 shares.
EXHIBITS
Exhibit
Number
- ------
5.1 Opinion of Cooley Godward LLP
23.1 Consent of Ernst & Young LLP
23.2 Consent of Cooley Godward LLP is contained in Exhibit 5 to this
Registration Statement
24 Power of Attorney is contained on the signature pages
99.1 Amended 1987 Stock Option Plan, as amended
99.2 1992 Restricted Stock Plan, as amended
3
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, 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 Teterboro, State of New Jersey, on May 31, 1999.
BEI MEDICAL SYSTEMS COMPANY, INC.
By: /s/ Richard W. Turner
--------------------------
Title: President and
Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Richard W. Turner and Thomas W. Fry, and
each or any one of them, his true and lawful attorney-in-fact and agent, with
full power of substitution and resubstitution, for him and in his name, place
and stead, in any and all capacities, to sign any and all amendments (including
post-effective amendments) to this Registration Statement, and to file the same,
with all exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in connection therewith,
as fully to all intents and purposes as he might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents, or any of
them, or their or his substitutes or substitute, 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 dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
- --------- ----- ----
<S> <C> <C>
/s/ Charles Crocker Chairman of the Board May 29, 1999
- -----------------------------------------------
(Charles Crocker)
/s/ Richard W. Turner President and Chief Executive Officer May 31, 1999
- ----------------------------------------------- (Principal Executive Officer)
(Richard W. Turner)
</TABLE>
4
<PAGE>
<TABLE>
<CAPTION>
Signature Title Date
- --------- ----- ----
<S> <C> <C>
/s/ Thomas W. Fry Vice President, Finance and May 31, 1999
- ----------------------------------------------- Administration, Treasurer and Secretary
(Thomas W. Fry) (Principal Financial and Accounting
Officer)
- -----------------------------------------------
(Gary D. Wrench) Director June ___, 1999
/s/ Dr. Ralph M. Richart Director May 30, 1999
- -----------------------------------------------
(Dr. Ralph M. Richart)
/s/ Dr. Lawrence A. Wan Director May 31, 1999
- -----------------------------------------------
(Dr. Lawrence A. Wan)
</TABLE>
5
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit
Sequential Page
Number Description Number
- ------ ----------- ---------------
<C> <S> <C>
5.1 Opinion of Cooley Godward LLP
23.1 Consent of Ernst & Young LLP
23.2 Consent of Cooley Godward LLP is contained in Exhibit 5 to this
Registration Statement
24 Power of Attorney is contained on the signature pages
99.1 Amended 1987 Stock Option Plan
99.2 1992 Restricted Stock Plan
</TABLE>
6
<PAGE>
EXHIBIT 5.1
June 10, 1999
BEI Medical Systems Company, Inc.
100 Hollister Road
Teterboro, NJ 07608
Ladies and Gentlemen:
You have requested our opinion with respect to certain matters in connection
with the filing by BEI Medical Systems Company, Inc. (the "Company") of a
Registration Statement on Form S-8 (the "Registration Statement") with the
Securities and Exchange Commission covering the offering of up to 700,000 shares
of the Company's Common Stock, $.001 par value, (the "Shares") pursuant to its
Amended 1987 Stock Option Plan (the "Option Plan") and 1992 Restricted Stock
Plan (the "Restricted Plan") (the Option Plan and Restricted Plan being
hereinafter collectively referred to as the "Plans").
In connection with this opinion, we have examined the Registration Statement and
related Prospectus, your Certificate of Incorporation and By-laws, as amended,
and such other documents, records, certificates, memoranda and other instruments
as we deem necessary as a basis for this opinion. We have assumed the
genuineness and authenticity of all documents submitted to us as originals, the
conformity to originals of all documents submitted to us as copies thereof, and
the due execution and delivery of all documents where due execution and delivery
are a prerequisite to the effectiveness thereof.
On the basis of the foregoing, and in reliance thereon, we are of the opinion
that the Shares, when sold and issued in accordance with the Plans, the
Registration Statement and related Prospectus, will be validly issued, fully
paid, and nonassessable (except as to shares issued pursuant to certain deferred
payment arrangements, which will be fully paid and nonassessable when such
deferred payments are made in full).
We consent to the filing of this opinion as an exhibit to the Registration
Statement.
Very truly yours,
Cooley Godward LLP
By: /s/ Christopher A. Westover
---------------------------
Christopher A. Westover
<PAGE>
EXHIBIT 23.1
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement on
Form S-8 pertaining to the Amended 1987 Stock Option Plan and the 1992
Restricted Stock Plan of BEI Medical Systems Company, Inc. (formerly BEI
Electronics, Inc.) of our report dated November 13, 1998, with respect to the
consolidated financial statements and schedule of BEI Medical Systems Company,
Inc. included in its Annual Report (Form 10-K) for the year ended October 3,
1998, filed with the Securities and Exchange Commission.
/s/ Ernst & Young LLP
- ---------------------
Hackensack, New Jersey
June 8, 1999
<PAGE>
EXHIBIT 99.1
AMENDED 1987 STOCK OPTION PLAN
<PAGE>
BEI MEDICAL SYSTEMS COMPANY, INC.
AMENDED 1987 STOCK OPTION PLAN
------------------------------
Adopted November 10, 1987
Approved by Stockholders February 22, 1988
Amended January 1997
Approved by Stockholders March 1997
Amended November 1997
Approved by Stockholders March 1998
Amended January 1999
Approved by Stockholders March 1999
INTRODUCTION
------------
This Amended 1987 Stock Option Plan (the "Plan") was initially adopted
in 1987 as the 1987 Incentive Stock Option Plan (the "Incentive Plan"), and
provided only for the grant of options intended to qualify as incentive stock
options. In 1987 the Company also adopted the 1987 Supplemental Stock Option
Plan (the "Supplemental Plan") to provide for the grant of options not intended
to qualify as incentive stock options. In January 1997, the Incentive Plan was
amended and restated to provide for, among other things, the grant of options
which are not intended to qualify as incentive stock options. No options will
be granted under the Supplemental Plan after the date of the January 1997
amendments to this Plan.
1. PURPOSE.
-------
(a) The purpose of this Plan is to provide a means by which selected
key employees and directors of and consultants to BEI Medical Systems Company,
Inc. (the "Company") and its Affiliates, as defined in subparagraph 1(b), may be
given an opportunity to purchase stock of the Company.
(b) The word "Affiliate" as used in the Plan means any parent
corporation or subsidiary corporation of the Company, as those terms are defined
in Sections 424(e) and (f), respectively, of the Internal Revenue Code of 1986,
as amended from time to time (the "Code").
(c) The Company, by means of the Plan, seeks to retain the services of
persons now holding key positions, to secure and retain the services of persons
capable of filling such positions, and to provide incentives for such persons to
exert maximum efforts for the success of the Company.
(d) The Company intends that the options designated as "incentive
stock options" be incentive stock options as that term is used in Section 422 of
the Code. Options which are not intended to qualify as "incentive stock
options" are designated as "nonstatutory stock options."
2. ADMINISTRATION.
--------------
(a) The Plan shall be administered by the Board of Directors (the
"Board") of the Company unless and until the Board delegates administration to a
committee, as provided in
<PAGE>
subparagraph 2(c). Whether or not the Board has delegated administration, the
Board shall have the final power to determine all questions of policy and
expediency that may arise in the administration of the Plan.
(b) The Board shall have the power, subject to, and within the
limitations of, the express provisions of the Plan:
(1) To determine from time to time which of the persons eligible
under the Plan shall be granted options; whether an option shall be an incentive
stock option or a nonstatutory stock option; when and how the option shall be
granted; the provisions of each option granted (which need not be identical),
including the time or times during the term of each option within which all or
portions of such option may be exercised; and the number of shares for which an
option shall be granted to each such person.
(2) To construe and interpret the Plan and options granted under
it, and to establish, amend and revoke rules and regulations for its
administration. The Board, in the exercise of this power, may correct any
defect, omission or inconsistency in the Plan or in any option agreement, in a
manner and to the extent it shall deem necessary or expedient to make the Plan
fully effective.
(3) To amend the Plan as provided in paragraph 10.
(4) Generally, to exercise such powers and to perform such acts as
the Board deems necessary or expedient to promote the best interests of the
Company.
(c) The Board may delegate administration of the Plan to a committee
composed of two (2) or more persons (the "Committee"). In the discretion of the
Board, a Committee may consist solely of two (2) or more Outside Directors, in
accordance with Code Section 162(m), or solely of two (2) or more Non-Employee
Directors, in accordance with Rule 16b-3 ("Rule 16b-3") promulgated under the
Securities Exchange Act of 1934, as amended (the "Exchange Act"). If
administration is delegated to a Committee, the Committee shall have, in
connection with the administration of the Plan, the powers theretofore possessed
by the Board (and references in this Plan to the Board of Directors shall
thereafter be to the Committee). The Board may abolish the Committee at any
time and revest in the Board the administration of the Plan.
(d) The term "Non-Employee Director" as used in this Plan shall mean a
member of the Board who either (i) is not a current employee or officer of the
Company or any Affiliate, does not receive compensation (directly or indirectly)
from the Company or any Affiliate for services rendered as a consultant or in
any capacity other than as a member of the Board (except for an amount as to
which disclosure would not be required under Item 404(a) of Regulation S-K
promulgated pursuant to the Securities Act of 1933 ("Regulation S-K")), does not
possess an interest in any other transaction as to which disclosure would be
required under Item 404(a) of Regulation S-K, and is not engaged in a business
relationship as to which
<PAGE>
disclosure would be required under Item 404(b) of Regulation S-K; or (ii) is
otherwise considered a "non-employee director" for purposes of Rule 16b-3.
(e) The term "Outside Director" as used in this Plan shall mean a
director who either (i) is not a current employee of the Company or an
"affiliated corporation" (within the meaning of Treasury regulations promulgated
under Section 162(m) of the Code), is not a former employee of the Company or an
"affiliated corporation" receiving compensation for prior services (other than
benefits under a tax qualified pension plan), was not an officer of the Company
or an "affiliated corporation" at any time, and is not currently receiving
direct or indirect remuneration from the Company or an "affiliated corporation"
for services in any capacity other than as a director, or (ii) is otherwise
considered an "outside director" for purposes of Section 162(m) of the Code.
3. SHARES SUBJECT TO THE PLAN.
--------------------------
(a) Subject to the provisions of paragraph 9 relating to adjustments
upon changes in stock, the stock that may be sold pursuant to options granted
under the Plan shall not exceed in the aggregate two million one hundred
thousand (2,100,000) shares of the Company's common stock. If any option granted
under this Plan, the Incentive Plan or the Supplemental Plan shall for any
reason expire or otherwise terminate without having been exercised in full, the
stock not purchased under such option shall again become available for this
Plan.
(b) The stock subject to the Plan may be unissued shares or reacquired
shares, bought on the market or otherwise.
(c) An incentive stock option may not be granted to an eligible person
under the Plan if the aggregate fair market value (determined at the time the
option is granted) of the stock with respect to which incentive stock options
are exercisable for the first time by such optionee during any calendar year
under all incentive stock option plans of the Company and its Affiliates exceeds
one hundred thousand dollars ($100,000). Should it be determined that the
options or portions thereof exceeds such maximum, such options or portions
thereof which exceed such limit (according to the order in which they were
granted) shall be treated as nonstatutory stock options.
4. ELIGIBILITY.
-----------
(a) Incentive stock options may be granted only to key employees
(including officers) of the Company or its Affiliates. Nonstatutory stock
options may be granted only to key employees (including officers), directors and
consultants of the Company or its Affiliates.
(b) No person shall be eligible for the grant of an incentive stock
option under the Plan if, at the time of grant, such person owns (or is deemed
to own pursuant to the attribution rules of Section 424(d) of the Code) stock
possessing more than ten percent (10%) of the total combined voting power of all
classes of stock of the Company or of any of its Affiliates unless the option
price is at least one hundred ten percent (110%) of the fair market value of
such stock at the date of grant and the term of the option does not exceed five
(5) years from the date of grant.
<PAGE>
(c) Subject to the provisions of paragraph 9 relating to adjustments
upon changes in stock, no person shall be eligible to be granted Options
covering more than two hundred fifty thousand (250,000) shares of the Company's
common stock in any fiscal year.
5. OPTION PROVISIONS.
-----------------
Each option shall be in such form and shall contain such terms and
conditions as the Board or the Committee shall deem appropriate. The provisions
of separate options need not be identical, but each option shall include
(through incorporation of provisions hereof by reference in the option or
otherwise) the substance of each of the following provisions:
(a) The term of any option shall not be greater than ten (10) years
from the date it was granted.
(b) The exercise price of each option shall be not less than one
hundred percent (100%) of the fair market value of the stock subject to the
option on the date the option is granted.
(c) The purchase price of stock acquired pursuant to an option shall
be paid, to the extent permitted by applicable statutes and regulations, either
(i) in cash at the time the option is exercised, or (ii) at the discretion of
the Board or the Committee, either at the time of grant or exercise of the
option (A) by delivery to the Company of other common stock of the Company, (B)
according to a deferred payment or other arrangement (which may include, without
limiting the generality of the foregoing, the use of other common stock of the
Company) with the person to whom the option is granted or to whom the option is
transferred pursuant to subparagraph 5(d), or (C) in any other form of legal
consideration that may be acceptable to the Board or Committee in their
discretion. In the case of any deferred payment arrangement, interest shall be
payable at least annually and shall be charged at the minimum rate of interest
necessary to avoid the treatment as interest, under any applicable provisions of
the Code, of any amounts other than amounts stated to be interest under the
deferred payment arrangement.
(d) An incentive stock option shall not be transferable except by will
or by the laws of descent and distribution, and shall be exercisable during the
lifetime of the person to whom the option is granted only by such person. A
nonstatutory stock option shall be transferable to the extent specifically
provided for in the option agreement; provided, however, that if the option
agreement does not specifically provide for the transferability of the
nonstatutory stock option, then such option shall not be transferable except by
will or by the laws of descent and distribution or pursuant to a domestic
relations order satisfying the requirements of Rule 16b-3 and any administrative
interpretations or pronouncements thereunder, and shall be exercisable during
the lifetime of the person to whom the option is granted only by such person or
any transferee pursuant to such domestic relations order. Notwithstanding the
foregoing, the person to whom the option is granted may, by delivering written
notice to the Company, in a form satisfactory to the Company, designate a third
party who, in the event of the death of the optionee, shall thereafter be
entitled to exercise the option.
(e) The total number of shares of stock subject to an option may, but
need not, vest in periodic installments (which may, but need not, be equal).
From time to time, the option
<PAGE>
may be exercised with respect to some or all of the vested shares which have not
previously been exercised. The provisions of this subparagraph 5(e) are subject
to any option provisions governing the minimum number of shares as to which an
option may be exercised.
(f) The Company may require any optionee, or any person to whom an
option is transferred under subparagraph 5(d), as a condition of exercising any
such option: (1) to give written assurances satisfactory to the Company as to
the optionee's knowledge and experience in financial and business matters and/or
to employ a purchaser representative reasonably satisfactory to the Company who
is knowledgeable and experienced in financial and business matters, and that he
or she is capable of evaluating, alone or together with the purchaser
representative, the merits and risks of exercising the option; and (2) to give
written assurances satisfactory to the Company stating that such person is
acquiring the stock subject to the option for such person's own account and not
with any present intention of selling or otherwise distributing the stock.
These requirements, and any assurances given pursuant to such requirements,
shall be inoperative if (i) the issuance of the shares upon the exercise of the
option has been registered under a then currently effective registration
statement under the Securities Act of 1933, as amended (the "Securities Act"),
or (ii), as to any particular requirement, a determination is made by counsel
for the Company that such requirement need not be met in the circumstances under
the then applicable securities laws.
(g) An option shall terminate three (3) months after termination of
the optionee's employment or service with the Company or an Affiliate, unless
(i) the termination of employment or service of the optionee is due to such
person's permanent and total disability, within the meaning of Section 422(c)(6)
of the Code, in which case the option may, but need not, provide that it may be
exercised at any time within one (1) year following such termination; or (ii)
the optionee dies while in the employ or service of the Company or an Affiliate,
or within not more than three (3) months after termination of such employment or
service, in which case the option may, but need not, provide that it may be
exercised at any time within eighteen (18) months following the death of the
optionee by the person or persons to whom the optionee's rights under such
option pass by will or by the laws of descent and distribution; or (iii) the
option by its terms specifies either (a) that it shall terminate sooner than
three (3) months after termination of the optionee's employment or service, or
(b) that it may be exercised more than three (3) months after termination of the
optionee's employment or service with the Company or an Affiliate. This
subparagraph 5(g) shall not be construed to extend the term of any option or to
permit anyone to exercise the option after expiration of its term, nor shall it
be construed to increase the number of shares as to which any option is
exercisable from the amount exercisable on the date of termination of the
optionee's employment or service.
(h) The option may, but need not, include a provision whereby the
optionee may elect at any time during the term of his or her employment or
service with the Company or any Affiliate to exercise the option as to any part
or all of the shares subject to the option prior to the stated vesting date of
the option or of any installment or installments specified in the option. Any
shares so purchased from any unvested installment or option may be subject to a
repurchase right in favor of the Company or to any other restriction the Board
or the Committee determines to be appropriate.
<PAGE>
6. COVENANTS OF THE COMPANY.
------------------------
(a) During the terms of the options granted under the Plan, the
Company shall keep available at all times the number of shares of stock required
to satisfy such options.
(b) The Company shall seek to obtain from each regulatory commission
or agency having jurisdiction over the Plan such authority as may be required to
issue and sell shares of stock upon exercise of the options granted under the
Plan; provided, however, that this undertaking shall not require the Company to
register under the Securities Act either the Plan, any option granted under the
Plan or any stock issued or issuable pursuant to any such option. If, after
reasonable efforts, the Company is unable to obtain from any such regulatory
commission or agency the authority that counsel for the Company deems necessary
for the lawful issuance and sale of stock under the Plan, the Company shall be
relieved from any liability for failure to issue and sell stock upon exercise of
such options unless and until such authority is obtained.
7. USE OF PROCEEDS FROM STOCK.
--------------------------
Proceeds from the sale of stock pursuant to options granted under the
Plan shall constitute general funds of the Company.
8. MISCELLANEOUS.
-------------
(a) The Board or the Committee shall have the power to accelerate the
time during which an option may be exercised, or the time during which an option
or any portion thereof will vest pursuant to subparagraph 5(e), notwithstanding
the provisions in the option stating the time during which it may be exercised
or the time during which it will vest.
(b) Neither an optionee nor any person to whom an option is
transferred under subparagraph 5(d) shall be deemed to be the holder of, or to
have any of the rights of a holder with respect to, any shares subject to such
option unless and until such person has satisfied all requirements for exercise
of the option pursuant to its terms.
(d) Nothing in the Plan or any instrument executed or option granted
pursuant thereto shall confer upon any eligible employee or optionee any right
to continue in the employ or service of the Company or any Affiliate or shall
affect the right of the Company or any Affiliate to terminate the employment or
service of any eligible employee or optionee with or without cause.
9. ADJUSTMENTS UPON CHANGES IN STOCK.
---------------------------------
(a) If any change is made in the stock subject to the Plan, or subject
to any option granted under the Plan (through merger, consolidation,
reorganization, recapitalization, stock dividend, dividend in property other
than cash, stock split, liquidating dividend, combination of shares, exchange of
shares, change in corporate structure or otherwise), the Plan and outstanding
options will be appropriately adjusted in the class(es) and maximum number of
shares subject to the Plan and the class(es) and number of shares and price per
share of stock subject to outstanding options.
(b) In the event of: (1) a dissolution or liquidation of the Company;
(2) a merger or consolidation in which the Company is not the surviving
corporation; (3) a reverse
<PAGE>
merger in which the Company is the surviving corporation but the shares of the
Company's common stock outstanding immediately preceding the merger are
converted by virtue of the merger into other property, whether in the form of
securities, cash or otherwise; or (4) any other capital reorganization in which
more than fifty percent (50%) of the shares of the Company entitled to vote are
exchanged, then, at the sole discretion of the Board and to the extent permitted
by applicable law: (i) any surviving corporation shall assume any options
outstanding under the Plan or shall substitute similar options for those
outstanding under the Plan, or (ii) the time during which such options may be
exercised shall be accelerated and the options terminated if not exercised prior
to such event, or (iii) such options shall continue in full force and effect.
10. AMENDMENT OF THE PLAN.
---------------------
(a) The Board at any time, and from time to time, may amend the Plan.
However, except as provided in paragraph 9 relating to adjustments upon changes
in stock, no amendment shall be effective unless approved by the stockholders of
the Company to the extent stockholder approval is necessary for the Plan to
satisfy the requirements of Section 422 of the Code, Rule 16b-3 or any Nasdaq or
securities exchange listing requirements.
(b) It is expressly contemplated that the Board may amend the Plan in
any respect the Board deems necessary or advisable to provide optionees with the
maximum benefits provided or to be provided under the provisions of the Code and
the regulations promulgated thereunder relating to incentive stock options
and/or to bring the Plan and/or incentive stock options granted under it into
compliance therewith.
(c) Rights and obligations under any option granted before amendment
of the Plan shall not be impaired by any amendment of the Plan unless (i) the
Company requests the consent of the person to whom the option was granted and
(ii) such person consents in writing.
11. TERMINATION OR SUSPENSION OF THE PLAN.
-------------------------------------
(a) The Board may suspend or terminate the Plan at any time. Unless
sooner terminated, the Plan shall terminate on January 15, 2007. No options may
be granted under the Plan while the Plan is suspended or after it is terminated.
(b) Rights and obligations under any option granted while the Plan is
in effect shall not be impaired by suspension or termination of the Plan, except
with the consent of the person to whom the option was granted.
12. EFFECTIVE DATE OF PLAN.
----------------------
The Plan shall become effective as determined by the Board, but no
options granted under the Plan shall be exercised unless and until the Plan has
been approved by the vote of the holders of a majority of the outstanding shares
of the Company entitled to vote.
<PAGE>
EXHIBIT 99.2
1992 RESTRICTED STOCK PLAN
<PAGE>
BEI MEDICAL SYSTEMS COMPANY, INC.
1992 Restricted Stock Plan
As amended through January 1999
1. PURPOSE.
The purpose of this Plan is to promote the long-term growth and
profitability of the Company and the value of its Common Stock by (i) providing
certain individuals who provide services to the Company with increased incentive
to contribute to the success of the Company and (ii) enabling the Company to
attract, retain and reward persons of exceptional skill for positions of
substantial responsibility.
2. DEFINITIONS.
Whenever used herein, the following terms shall have the meanings set forth
below:
(a) "Board" or "Board of Directors" means the Board of Directors of BEI
Medical Systems Company, Inc.
"Code" means the Internal Revenue Code
of 1986, as amended.
"Committee" means the Compensation Committee designated by the Board which
shall consist of two (2) or more members of the Board who shall, in
the discretion of the Board, consist solely of two (2) or more Outside
Directors, in accordance with Section 162(m) of the Code, and/or
solely of two (2) or more Non-Employee Directors, in accordance with
Rule 16b-3.
"Common Stock" shall mean the Common Stock, $.001 par value, of BEI Medical
Systems Company, Inc.
"Company" means BEI Medical Systems Company, Inc. and/or its Subsidiaries.
"Disability" means a permanent and total disability as defined in the BEI
Long-term Disability Plan or, if designated by the Committee with
respect to a grant under the Plan, Section 22(e)(3) of the Code.
"Exchange Act" means the Securities Exchange Act of 1934, as amended.
"Fair Market Value" means the closing price of the Common Stock as reported
on the Nasdaq National Market (or other securities exchange) for the
date in question, or if no sales of the Common Stock were reported on
such day, the closing price of the Common Stock on the last preceding
day when the sale of Common Stock was reported on the Nasdaq National
Market.
<PAGE>
"Non-Employee Director" means a member of the Board who either (i) is not a
current employee or officer of the Company or any "affiliate," does
not receive compensation (directly or indirectly) from the Company or
any "affiliate" for services rendered as a consultant or in any
capacity other than as a member of the Board (except for an amount as
to which disclosure would not be required under Item 404(a) of
Regulation S-K promulgated pursuant to the Securities Act of 1933, as
amended ("Regulation S-K"), does not possess an interest in any other
transaction as to which disclosure would be required under Item 404(a)
of Regulation S-K, and is not engaged in a business relationship as to
which disclosure would be required under Item 404(b) of Regulation S-
K; or (ii) is otherwise considered a "non-employee director" for
purposes of Rule 16b-3.
"Outside Director" means a member of the Board who either (i) is not a
current employee of the Company or an "affiliated corporation" (within
the meaning of Treasury regulations promulgated under Section 162(m)
of the Code), is not a former employee of the Company or an
"affiliated corporation" receiving compensation for prior services
(other than benefits under a tax qualified pension plan), was not an
officer of the Company or an "affiliated corporation" at any time, and
is not currently receiving direct or indirect remuneration from the
Company or an "affiliated corporation" for services in any capacity
other than as a member of the Board, or (ii) is otherwise considered
an "outside director" for purposes of Section 162(m) of the Code.
"Participant" means an individual to whom Restricted Stock is granted under
the Plan.
"Restricted Stock" means Common Stock granted to a Participant pursuant to
section 6 of the Plan.
"Retirement" means termination of Participant's employment with a Company:
(i) after Participant has reached 65 years of age, and (ii) after
Participant has ten or more years of service with the Companies.
"Rule 16b-3" means Rule 16b-3 of the Exchange Act or any successor to Rule
16b-3 in effect when discretion is being exercised with respect to the
Plan.
"Subsidiary" means a corporation, 50% or more of whose voting securities
are owned by the Company.
3. ADMINISTRATION.
The Plan shall be administered by the Committee. Subject to the provisions
of the Plan, the Committee is authorized to (i) select Participants, (ii)
determine the form and substance of grants made under the Plan to each
Participant, and the conditions and restrictions, if any, subject to which such
grants will be made, (iii) interpret the Plan and (iv) adopt, amend, or rescind
such rules and regulations for carrying out the Plan as it may deem appropriate.
Decisions of the Committee on all matters relating to the Plan shall be in the
Committee's sole discretion and shall be conclusive and binding on all parties,
including the Company, its stockholders and the
<PAGE>
Participants in the Plan. The Board may abolish the Committee at any time and
revest in the Board the administration of the Plan.
4. SHARES AVAILABLE FOR THE PLAN.
Subject to adjustments as provided in section 12 of the Plan, up to an
aggregate of 900,000 shares of Common Stock may be issued pursuant to the Plan.
Such reserve is comprised of (i) 350,000 shares reserved for issuance upon
adoption of the Plan plus (ii) an additional 350,000 shares approved by the
Committee in January 1997 and (iii) 200,000 shares approved by the Board in
January 1999. Shares issued under the Plan may be authorized but unissued
shares, shares held in the treasury of the Company, or shares purchased on the
open market. To the extent any grant under the Plan expires, terminates
unexercised, becomes unexercisable or is forfeited, such shares shall thereafter
be available for further grants under the Plan.
5. PARTICIPATION.
Participation in the Plan shall be limited to those officers, directors ,
other employees and consultants of the Company who are believed by the Committee
to be in a position to make substantial contribution to the success of the
Company. Nothing in the Plan or in any grant thereunder shall confer any right
on any employee, director or consultant to continue in the employ or service of
the Company or shall interfere in any way with the right of the Company to
terminate an employee, director or consultant at any time.
Subject to the provisions of section 12 relating to adjustments upon
changes in stock, no person shall be eligible to receive more than one hundred
twenty thousand (120,000) shares of Restricted Stock in any fiscal year.
6. RESTRICTED STOCK.
The Committee may at any time and from time to time grant shares of
Restricted Stock under the Plan to such Participants and in such amounts as it
determines. Each grant of Restricted Stock under the Plan shall be evidenced by
a restricted stock agreement which shall contain such terms and conditions not
inconsistent with the Plan as the Committee shall determine; provided, however,
that each grant of Restricted Stock shall satisfy the following requirements:
Shares of Restricted Stock may be granted as a bonus and issued for no
consideration other than services rendered, or may be sold to a
Participant at such price and for such consideration as may be
determined by the Committee, provided, however, that the Company shall
receive the minimum amount required for such shares to be fully paid,
nonassessable shares under Delaware law.
Each grant of Restricted Stock shall specify the restrictions applicable
thereto, the duration of such restrictions, and the time or times at
which such restrictions shall lapse with respect to all or a specified
number of shares that are part of the grant. The restricted period
shall terminate for 15% of the shares so granted on each of the first
five anniversaries of the grant and the final 25% restriction will
terminate
<PAGE>
on the sixth anniversary of the grant unless the Committee shall
otherwise determine. The Committee may elect to accelerate vesting.
The Committee may require, at its discretion, that Participants surrender
for cancellation any outstanding stock options granted to such
Participants pursuant to the Company's stock option plans.
The Participant shall be required to deposit the shares of Restricted Stock
with the Company during the restriction period and to execute a blank
stock power therefor.
The Participant shall, during the restriction period, have all of the
rights of a stockholder of the Company, including the right to vote
the shares and to receive dividends (or amounts equivalent to
dividends), unless the Committee shall otherwise determine.
Upon termination of a Participant's employment during the restriction
period, all shares of Restricted Stock as to which restrictions have
not lapsed shall be forfeited; provided, however, that no shares of
Restricted Stock shall be forfeited upon termination of employment due
to Retirement, Disability or death. In any such event, any remaining
restriction period shall terminate for all Restricted Stock of the
retired, disabled or deceased Participant, as the case may be. In the
event that a Participant forfeits any shares of Restricted Stock, the
Company shall reacquire such shares and shall pay to the Participant
an amount equal to the amount, if any, paid by the Participant for
such shares.
7. CHANGE IN CONTROL.
In the event of a Change in Control, any remaining restrictions on all
shares of Restricted Stock shall immediately terminate and the Committee, as
constituted before such Change in Control, may take any one or more of the
following actions: (i) provide for the purchase of such Restricted Stock by the
Company, upon a Participant's request in an amount equal to such stock's Fair
Market Value; (ii) make additional grants of Restricted Stock as the Committee
deems appropriate to reflect such Change in Control; or (iii) cause any grant to
be assumed by the acquiring or surviving corporation upon such Change in
Control. The Committee may, in its discretion, include such further provisions
and limitations in any agreement pertaining to such grants as it may deem
equitable and in the best interests of the Company.
For purposes of the Plan, "Change in Control" shall be deemed to have
occurred if (a) any entity, person or Group (other than the Company or a
Subsidiary) acquires shares of Common Stock in a transaction or in a series of
transactions that result in such entity, person or Group directly or indirectly
owning beneficially more than fifty percent (50%) of the outstanding shares of
Common Stock; (b) there is a merger or consolidation of the Company with or into
any other corporation or other entity or person, or any other corporate
reorganization, in which the stockholders of the Company immediately prior to
such merger, consolidation or reorganization own less than fifty percent (50%)
of the Company's voting power immediately after such merger, consolidation or
reorganization (c) there is a sale, lease or other disposition of all or
<PAGE>
substantially all of the assets of the Company; (d) there is a contested
election of directors of the Company which results in a majority of the members
of the Board recommended by the Company not being elected (e) there is a change
in composition within a sixty (60) day period of a majority of the Company's
Board of Directors; or (f) there is any other event or series of events which
results in a change in voting power sufficient to elect a majority of the Board.
Notwithstanding the foregoing, in no event shall (a) the dividend to be paid to
shareholders of the Company on the record date for such dividend of one share of
the Common Stock of BEI Technologies, Inc. for each share of Common Stock of the
Company then owned by each such shareholder, (b) any transfer of assets of the
Company in connection with such dividend, or (c) a change in the composition of
the Board of Directors of the Company in connection with such dividend
constitute a "Change in Control" for any purpose under the Plan.
A "Group" shall consist of two or more persons acting as a partnership,
limited partnership, syndicated, or other group for the purpose of acquiring,
holding or disposing of voting securities of the Company.
8. WITHHOLDING TAXES.
The Company may require, as a condition to any grant under the Plan or to
the delivery of certificates for Common Stock issued thereunder, that the
Participant pay to the Company, in cash, any federal, state or local taxes of
any kind required by law to be withheld with respect to any grant or any
delivery of Common Stock. The Company, to the extent permitted or required by
law, shall have the right to deduct from any payment of any kind (including
salary or bonus) otherwise due to a Participant any federal, state or local
taxes of any kind required by law or be withheld with respect to any grant or to
the delivery of Common Stock under the Plan.
Subject to Committee approval, a Participant may elect to deliver shares of
Common Stock (or have the Company withhold shares of Restricted Stock) to
satisfy, in whole or in part, the amount the Company is required to withhold for
taxes in connection with a grant or a delivery of Common Stock under the Plan.
Such election must be made on or before the date the amount of tax is to be
withheld is determined and, if applicable, subject to rules and regulations
under Section 16(b) of the Exchange Act. Once made, the election shall be
irrevocable. The fair market value of the shares to be withheld or delivered
will be the Fair Market Value on the date last preceding the date the amount of
tax to be withheld is determined.
9. TRANSFERABILITY.
No Restricted Stock granted under the Plan shall be transferable other than
by will or the laws of descent and distribution during the restriction period.
10. LISTING AND REGISTRATION.
If the Committee determines that the listing, registration, or
qualification upon any securities exchange or under any law of shares subject to
any Restricted Stock grant is necessary or desirable as a condition of, or in
connection with, the granting of same or the issue or purchase of shares
thereunder, no such shares shall be issued unless such listing, registration or
qualification is effected free of any conditions not acceptable to the
Committee.
<PAGE>
11. TRANSFERS.
Transfer of a Participant from the Company to a Subsidiary, from a
Subsidiary to the Company, and from one Subsidiary to another shall not be
considered a termination of employment or service. Nor shall it be considered a
termination of employment or service if a Participant is placed on military or
sick leave or such other leave of absence which is considered as continuing
intact the employment or service relationship; in such a case, the employment or
service relationship shall be continued until the date when the Participant's
employment or service shall be terminated.
12. ADJUSTMENTS.
In the event of any change affecting shares of Common Stock by reason of
any reorganization, recapitalization, stock split, stock dividend, combination
or exchange of shares, merger, consolidation, spin-off, or any other change in
the corporate structure of BEI Medical Systems Company, Inc. or the Common
Stock, the Committee shall make such substitution or adjustment as appropriate
in the number and kind of shares reserved for issuance under the Plan and in the
number and kind of shares covered by grants made under the Plan.
13. TERMINATION AND MODIFICATION OF PLAN.
The Board of Directors, without further approval of the stockholders, may
amend, suspend or terminate the Plan, except that no amendment shall become
effective without prior approval of the stockholders of the Company if such
approval would be required for continued compliance with Rule 16b-3 or any
Nasdaq or securities exchange listing requirements.
The Committee may amend or modify the grant of any outstanding Restricted
Stock in any manner to the extent that the Committee would have had the
authority to make such grant as so modified or amended, including without
limitation to change the date or dates as of which restrictions on shares are to
be removed, except that no modification may be made that would materially
adversely affect any grant previously made under the Plan without the written
approval of the Participant. The Committee is authorized to make minor or
administrative modifications to the Plan as well as modifications to the Plan
that may be dictated by requirements of federal or state laws applicable to the
Company or that may be authorized or made desirable by such laws.
14. EFFECTIVE DATE.
The Plan shall be effective as of January 1, 1992.
