As filed with the Securities and Exchange Commission on January 3, 1997.
Registration No. 333-
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
--------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
--------------------
SURGICAL LASER TECHNOLOGIES, INC.
------------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 31-1093148
- ------------------------------- ------------------------------------
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
147 Keystone Drive
Montgomeryville, Pennsylvania 18936
- ---------------------------------------- ----------
(Address of Principal Executive Offices) (Zip Code)
--------------------
SURGICAL LASER TECHNOLOGIES, INC.
EQUITY INCENTIVE PLAN
---------------------------------
(Full title of the plan)
--------------------
W. Keith Stoneback
President and Chief Executive Officer
Surgical Laser Technologies, Inc.
147 Keystone Drive
Montgomeryville, Pennsylvania 18936
---------------------------------------
(Name and address of agent for service)
(215) 619-3600
---------------------------------------
(Telephone number, including area code,
of agent for service)
--------------------
Copy to:
Thomas G. Spencer, Esquire
Duane, Morris & Heckscher
One Liberty Place
Philadelphia, PA 19103-7396
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
========================================================================================================
Proposed Proposed
Title of securities Amount to be maximum offering maximum aggregate Amount of
to be registered registered price per share offering price registration fee
- --------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, 300,000 $1.50 (1) $450,000 (1) $136.36
par value $.01
========================================================================================================
</TABLE>
(1) Pursuant to paragraph (h) of Rule 457, the proposed maximum offering
price per share and the proposed maximum aggregate offering price have been
computed on the basis of $1.50 per share, the average of the high and low sales
prices of the Common Stock of the Company on the Nasdaq National Market on
December 31, 1996.
<PAGE>
Introductory Statement Pursuant to General Instruction E of Form S-8
Pursuant to General Instruction E of Form S-8 with respect to the
registration of additional securities hereunder, the contents of the
Registrant's Registration Statement No. 33-38748, Registration Statement No.
33-42451, Registration Statement No. 33-49730 and Registration Statement No.
33-83074 are incorporated herein by reference.
<PAGE>
PART II
INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 5. Interests of Named Experts and Counsel.
The consolidated financial statements and schedules incorporated by
reference in this Registration Statement have been audited by Arthur Andersen
LLP, independent public accountants, as indicated in their report with respect
thereto, and are incorporated by reference herein in reliance upon the authority
of said firm as experts in accounting and auditing in giving said reports.
The validity of the issuance of the shares of Common Stock registered
hereby will be passed upon for the Company by Duane, Morris & Heckscher,
Philadelphia, Pennsylvania. As of December 26, 1996, partners of Duane, Morris &
Heckscher and their affiliates owned 65,762 shares of the Company's outstanding
Common Stock; an additional 29,119 shares of the Company's outstanding Common
Stock are held in a trust of which partners of Duane, Morris & Heckscher serve
as two of the four trustees. Sheldon M. Bonovitz, a partner of Duane, Morris &
Heckscher, is a director of the Company.
Item 8. Exhibits.
(4) Surgical Laser Technologies, Inc. Equity Incentive Plan, as amended
through October 10, 1996.
(5) Opinion of Duane, Morris & Heckscher.
(23)(A) Consent of Duane, Morris & Heckscher (included in their opinion filed
as Exhibit 5).
(23)(B) Consent of Arthur Andersen LLP.
(24) Power of Attorney (included on the signature pages hereto).
II-1
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in Montgomeryville, Pennsylvania on December 31, 1996.
SURGICAL LASER TECHNOLOGIES, INC.
By: /s/ W. Keith Stoneback
------------------------------------
W. Keith Stoneback
President and
Chief Executive Officer
Know all men by these presents, that each person whose signature
appears below constitutes and appoints W. Keith Stoneback and Michael R.
Stewart, and each or either of them, as his true and lawful attorneys-in-fact
and agents, with full power of substitution, for him, and in his name, place and
stead, in any and all capacities to sign any or all amendments or 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 full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents, or any of them or their
substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed below by the following persons in
the capacities and on the date indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ W. Keith Stoneback President, Chief December 31, 1996
- -------------------------- Executive Officer
W. Keith Stoneback and Director (Principal
executive officer)
/s/ Michael R. Stewart Vice President and December 31, 1996
- -------------------------- Chief Financial Officer
Michael R. Stewart (Principal financial and
accounting officer)
II-2
<PAGE>
/s/ Richard J. DePiano Chairman of the Board December 31, 1996
- -------------------------- of Directors
Richard J. DePiano
/s/ Sheldon M. Bonovitz Director December 31, 1996
- --------------------------
Sheldon M. Bonovitz
/s/ Jay L. Federman Director December 31, 1996
- --------------------------
Jay L. Federman
- -------------------------- Director December __, 1996
Vincenzo Morelli
</TABLE>
II-3
<PAGE>
EXHIBIT INDEX
(Pursuant to Item 601 of Regulation S-K)
Exhibit
No. Exhibit
- ------- -------
(4) Surgical Laser Technologies, Inc. Equity Incentive Plan,
as amended through October 10, 1996.
(5) Opinion of Duane, Morris & Heckscher.
(23)(A) Consent of Duane, Morris & Heckscher (included in their
opinion filed as Exhibit 5).
(23)(B) Consent of Arthur Andersen LLP.
(24) Power of Attorney (included on the signature pages hereto).
II-4
<PAGE>
SURGICAL LASER TECHNOLOGIES, INC. EQUITY INCENTIVE PLAN
1. Purpose. The purpose of the Surgical Laser Technologies, Inc. Equity
Incentive Plan (the "Plan") is to further the growth, development and
financial success of Surgical Laser Technologies, Inc. (the "Company") and
any subsidiary by providing additional incentives to those officers, key
employees and consultants who are responsible for the management of the
business affairs of the Company and any subsidiary, and which will enable
them to participate directly in the growth of the capital stock of the
Company. The Company intends that the Plan will facilitate securing,
retaining, and motivating management employees and consultants of high
caliber and potential.
2. Administration. The Plan shall be administered by the Company's Board of
Directors (the "Board"). The Board shall have full and final authority, in
its sole discretion, to interpret the provisions of the Plan and to decide
all questions of fact arising in its application; to determine the
employees and consultants to whom awards shall be made under the Plan; to
determine the type of awards to be made and the amount, size and terms of
each such award; to determine the time when awards shall be granted; and
to make all other determinations necessary or advisable for the
administration of the Plan.
3. Stock Subject to the Plan. The shares that may be issued under the Plan
shall not exceed in the aggregate 2,100,000 shares of common stock, par
value $.01, of the Company (the "Common Stock"). Such shares may be
authorized and unissued shares or shares issued and subsequently
reacquired by the Company. Except as otherwise provided herein, any shares
subject to an option or right which for any reason expires or is
terminated unexercised as to such shares shall again be available under
the Plan.
4. Eligibility to Receive Awards. Persons eligible to receive awards under
the Plan shall be limited to those consultants and directors and to those
officers and other employees of the Company and any subsidiary (as defined
in Section 425 of the Internal Revenue Code of 1986 (the "Code"), or any
amendment or substitute thereto), who may also be directors and who are in
positions in which their decisions, actions and counsel significantly
impact upon the profitability and success of the Company and any
subsidiary. Directors who are not also employees of the Company or any
subsidiary and consultants shall not be eligible to be awarded stock
options which are intended to qualify as incentive stock options within
the meaning of Section 422A of the Code or any amendment or substitute
thereto ("Incentive Stock Options").
5. Form of Awards. Awards may be made at any time and from time to time by
the Board in the form of stock options to purchase shares of Common Stock
of the Company, restricted stock or any combination thereof. Stock options
may be options which are intended to qualify as Incentive Stock Options or
options which are not intended to so qualify ("Nonqualified Stock
Options").
<PAGE>
6. Stock Options. Stock options for the purchase of Common Stock ("Options")
shall be evidenced by written agreements in such form not inconsistent
with the Plan as the Board shall approve from time to time and which shall
contain in substance the following terms and conditions:
(a) Type of Option. Each option agreement shall identify the Options
represented thereby as Incentive Stock Options or Nonqualified Stock
Options, as the case may be.
(b) Option Price. Subject to the limitation set forth in Section 6(g)(ii),
the purchase price of Common Stock subject to an Incentive Stock
Option shall not be less than 100% of the fair market value of such
stock on the date the Option is granted, as determined by the Board,
but in no event less than the par value of such stock. The purchase
price of the Common Stock subject to a Nonqualified Stock Option shall
not be less than 85% of the fair market value of such stock on the
date the Option is granted, as determined by the Board. For this
purpose, fair market value on any date shall mean the closing price of
the Common Stock, as reported in the Wall Street Journal (or if not so
reported, as otherwise reported by the National Association of
Securities Dealers Automated Quotation (NASDAQ) System), or if the
Common Stock is not reported by NASDAQ, the fair market value shall be
as determined by the Board pursuant to Section 422A.
(c) Exercise Term. Each option agreement shall state the period or periods
of time within which the Option may be exercised, in whole or in part,
which shall be such period or periods of time as may be determined by
the Board, provided that no Option shall be exercisable after ten
years from the date of grant thereof. The Board shall have the power
to permit an acceleration of previously established exercise terms,
subject to the requirements set forth herein, upon such circumstances
and subject to such terms and conditions as the Board deems
appropriate.
(d) Exercise and Payment for Shares. Options may be exercised in whole or
in part, from time to time, by giving written notice of exercise to
the Secretary or his office, specifying the number of shares to be
purchased. The purchase price of the shares with respect to which an
Option is exercised shall be payable in full with the notice of
exercise in cash, Common Stock at fair market value, or a combination
thereof, as the Board may determine from time to time and subject to
such terms and conditions as may be prescribed by the Board for such
purpose.
(e) Conditions Upon Issuance of Shares. Shares shall not be issued
pursuant to the exercise of an Option unless the exercise of such
Option and the issuance and delivery of such shares pursuant thereto
shall comply with all relevant provisions of law, including, without
limitation, the Securities Act of 1933, as amended, the Securities and
Exchange Act of 1934 (the "Exchange Act"), the rules and regulations
promulgated thereunder and the requirements of any stock exchange upon
which the Common Stock may then be listed, and shall be further
subject to the approval of counsel for the Company with respect to
such compliance. As a condition to the exercise of an Option, the
Company may require the person exercising such Option to represent and
warrant at the time of any such exercise that the shares are being
purchased only for investment and without any present intention to
sell or distribute such shares if, in the opinion of counsel for the
Company, such a representation is required by any of the
aforementioned relevant provisions of law.
(f) Rights Upon Termination of Employment. In the event that an optionee
ceases to be an employee of the Company or any subsidiary for any
reason other than death, retirement, as hereinafter defined, or
disability (within the meaning of Section 72(m)(7) of the Code or any
substitute therefor), the optionee shall have the right to exercise
the Option during its term within a period of three months after such
termination to the extent that the Option was exercisable at the time
of termination, or within such other period, and subject to such terms
and conditions, as may be specified by the Board. In the event that an
optionee dies, retires or becomes disabled prior to the expiration of
his Option and without having fully exercised his Option, the optionee
or his successor shall have the right to exercise the Option during
its term within a period of one (1) year after termination of
employment due to death,
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<PAGE>
retirement or disability to the extent that the Option was exercisable
at the time of termination, or within such other period, and subject
to such terms and conditions, as may be specified by the Board. As
used in this Section 6(f), "retirement" means a termination of
employment by reason of an optionee's retirement at or after his
earliest permissible retirement date pursuant to and in accordance
with his employer's regular retirement plan or personnel practices.
(g) Nontransferability. Each option agreement shall state that the Option
is not transferable other than by will or by the laws of descent and
distribution, and that during the lifetime of the optionee the Option
is exercisable only by him.
(h) Incentive Stock Options. In the case of an Incentive Stock Option,
each option agreement shall contain such other terms, conditions and
provisions as the Board determines necessary or desirable in order to
qualify such Option as a tax-favored option (within the meaning of
Section 422A of the Code or any amendment or substitute thereto or
regulation thereunder) including without limitation, each of the
following, except that any of these provisions may be omitted or
modified if it is no longer required in order to have an option
qualify as a tax-favored option within the meaning of Section 422A of
the Code or any substitute therefor:
(i) The aggregate fair market value (determined as of the date the
Option is granted) of the Common Stock with respect to which
Incentive Stock Options are first exercisable under the terms of
the option agreement by any employee during any calendar year
(under all plans of the Company) shall not exceed $100,000; and
(ii) No Incentive Stock Option shall be granted to any employee if at
the time the Option is granted the individual owns stock
possessing more than ten percent of the total combined voting
power of all classes of stock of the Company or its parent or its
subsidiaries unless at the time such Option is granted the option
price is at least 110 percent of the fair market value of the
stock subject to the Option and such Option by its terms is not
exercisable after the expiration of five years from the date of
grant.
(i) Options may be granted under the Plan from time to time in
substitution for stock options held by employees of other corporations
who are about to become and who do concurrently with the grant of such
options become employees of the Company or a subsidiary as a result of
a merger or consolidation of the employing corporation with the
Company or a subsidiary, or the acquisition by the Corporation or a
subsidiary of the assets of the employing corporation, or the
acquisition by the Company, or a subsidiary of stock of the
subsidiary. The terms and conditions of the substitute options so
granted may vary from the terms and conditions set forth in this
Section 6 of the Plan to such extent as the Board at the time of grant
may deem appropriate to conform, in whole or in part, to the
provisions of the stock options in substitution for which they are
granted.
7. Restricted Stock Awards. Restricted stock awards under the Plan shall
consist of shares of Common Stock free of any purchase price or for such
purchase price as may be established by the Board, restricted against
transfer, subject to forfeiture, and subject to such other terms and
conditions as are intended to further the purpose of the Plan, and shall
be evidenced by a written restricted stock agreement in such form not
inconsistent with this Plan as the Board shall approve from time to time,
which agreement shall contain in substance the following terms and
conditions:
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<PAGE>
(a) Restriction Period. Shares awarded pursuant to this Plan shall be
subject to such terms, conditions and restrictions, including without
limitation, prohibitions against transfer, substantial risks of
forfeiture and attainment of performance objectives for such period or
periods as shall be determined by the Board. The Board shall have the
power to permit, in its sole discretion, an acceleration of the
expiration of the applicable restriction period with respect to any
part or all of the shares awarded to the participant.
(b) Restriction Upon Transfer. Restricted stock and the right to vote such
shares and to receive dividends thereon may not be sold, assigned,
transferred, exchanged, pledged, hypothecated, or otherwise
encumbered, except as herein provided, during the restriction period
applicable to such shares. Notwithstanding the foregoing and except as
otherwise provided in the Plan, the participant shall have all other
rights of a stockholder including, but not limited to, the right to
receive dividends and the right to vote such shares.
(c) Certificates. Each certificate issued in respect of shares of
restricted stock awarded to a participant shall be deposited with the
Company or its designee and shall bear the following legend:
This certificate and the shares of stock represented hereby are
subject to the terms and conditions (including forfeiture
provisions and restrictions against transfer) contained in the
Surgical Laser Technologies, Inc. Equity Incentive Plan and an
Agreement entered into between the registered owner and Surgical
Laser Technologies, Inc. Release from such terms and conditions
shall be obtained only in accordance with the provisions of the
Plan and Agreement, a copy of each is on file in the office of
the Secretary of Surgical Laser Technologies, Inc.
(d) Lapse of Restrictions. Each restricted stock agreement shall also
specify the terms and conditions upon which any restrictions upon
shares awarded under the Plan shall lapse, as determined by the Board.
Upon the lapse of such restrictions, a certificate for shares of
Common Stock free of the restrictive legend shall be issued to the
participant or his legal representative.
(e) Termination Prior to Lapse of Restrictions. In the event of a
participant's termination of employment prior to the lapse of
restrictions as determined pursuant to the provisions of subparagraph
(d), above, all shares as to which there still remains unlapsed
restrictions shall be forfeited by such participant to the Company
without payment of any consideration by the Company, and neither the
participant nor any successors, heirs, assigns, or personal
representatives of such participant shall thereafter have any further
rights or interest in such shares or certificates.
8. Date of Grant. The date on which an award shall be deemed to have been
granted under this Plan shall be the date of the Board's authorization of
the award or such later date as may be determined by the Board at the time
the award is authorized. Notice of the determination shall be given to
each individual to whom an award is so granted within a reasonable time
after the date of such grant.
9. General Restrictions. Each award under the Plan shall be subject to the
requirement that if at any time the Board shall determine that (i) the
listing, registration or qualification of the shares of Common Stock
subject or related thereto upon any securities exchange, including the
NASDAQ National Market System, or under any state or federal law, or
(ii) the consent or
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<PAGE>
approval of any government regulatory body, or (iii) an agreement by the
recipient of an award with respect to the disposition of shares of Common
Stock is necessary or desirable as a condition of or in connection with
the granting of such award or the issuance or purchase of shares of Common
Stock thereunder, such award shall not be consummated in whole or in part
unless such listing, registration, qualification, consent, approval, or
agreement shall have been effected or obtained free of any conditions not
acceptable to the Board.
10. Single or Multiple Agreements. Multiple forms of awards or combinations
thereof may be evidenced by a single agreement or multiple agreements, as
determined by the Board in its sole discretion.
11. Rights of a Stockholder. The recipient of any award under the Plan, unless
otherwise provided by the Plan, shall have no rights as a stockholder with
respect thereto unless and until certificates for shares of Common Stock
are issued and delivered to him.
12. Right to Terminate Service. Nothing in the Plan nor in any agreement
entered into pursuant to the Plan shall confer upon any participant the
right to continue in the service of the Company or any subsidiary as an
employee or consultant or affect any right which the Company or any
subsidiary may have to terminate the employment or consulting relationship
with such participant.
13. Withholding. Whenever the Company proposes or is required to issue or
transfer shares of Common Stock under the Plan, the Company shall have the
right to require the recipient to remit to the Company an amount
sufficient to satisfy any federal, state or local withholding tax
requirements prior to the delivery of any certificate or certificates for
such shares. Whenever under the Plan payments are to be made in cash, such
payments shall be net of an amount sufficient to satisfy any federal,
state or local withholding tax requirements. If and to the extent
authorized by the Board, in its sole discretion, an optionee may make an
election, by means of a form of election to be prescribed by the Board, to
have shares of Common Stock which are acquired upon exercise of an Option
withheld by the Company or to tender other shares of Common Stock or other
securities of the Company owned by the optionee to the Company at the time
of exercise of an Option to pay the amount of tax that would otherwise be
required by law to be withheld by the Company as a result of any exercise
of an Option from amounts payable to such optionee, subject to the
following limitations:
(i) such election shall be irrevocable;
(ii) such election shall be subject to the disapproval of the Board
at any time;
(iii) if the optionee is a director, officer, or 10% stockholder (an
"Insider"), such election may not be made within six months of the
grant date of the Option the exercise of which resulted in the tax
withholding obligation (except that this limitation shall not apply
in the event of death or disability of such person occurring prior
to the expiration of the six-month period); and
(iv) if the optionee is an Insider, such election must be made either
(a) six months prior to the date that the amount of tax to be
withheld upon such exercise is determined or (b) in any ten-day
period beginning on the fourth business day following the date of
release by the Company for publication of quarterly or annual
summary statements of sales or earnings of the Company.
Any securities so withheld or tendered will be valued by the Board as of
the date of exercise.
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<PAGE>
14. Non-Assignability. No award under the Plan shall be assignable or
transferable by the recipient thereof except by will or by the laws of
descent and distribution or by such other means as the Board may approve.
During the life of the recipient such award shall be exercisable only by
such person or by such person's guardian or legal representative.
15. Non-Uniform Determinations. The Board's determinations under the Plan
(including without limitation determinations of the persons to receive
awards, the form, amount and timing of such awards, the terms and
provisions of such awards, and the agreements evidencing same) need not be
uniform and may be made selectively among persons who receive, or are
eligible to receive, awards under the Plan whether or not such persons are
similarly situated.
16. Adjustments Upon Changes in Capitalization or Merger. Subject to any
required action by the stockholders of the Company, the number of shares
of Common Stock covered by each outstanding Option and the number of
shares of Common Stock which have been authorized for issuance under the
Plan but as to which no Options have yet been granted or which have been
returned to the Plan upon cancellation or expiration of an Option, as well
as the price per share of Common Stock covered by each such outstanding
Option, shall be proportionately adjusted for any increase or decrease in
the number of issued shares of Common Stock resulting from a stock split,
reverse stock split, stock dividend, combination or reclassification of
the Common Stock, or any other increase or decrease in the number of
issued shares of Common Stock effected without receipt of consideration by
the Company; provided, however, that conversion of any convertible
securities of the Company shall not be deemed to have been "effected
without receipt of consideration." Such adjustment shall be made by the
Board, whose determination in that respect shall be final, binding and
conclusive. Except as expressly provided herein, no issuance by the
Company of shares of stock of any class, or securities convertible into
shares of stock of any class, shall affect, and no adjustment by reason
thereof shall be made with respect to, the number or price of shares of
Common Stock subject to an Option.
In the event of the proposed dissolution or liquidation of the Company,
each outstanding Option will terminate immediately prior to the
consummation of such proposed action, unless otherwise provided by the
Board. The Board may, in the exercise of its sole discretion in such
instances, declare that each outstanding Option shall terminate as of a
date fixed by the Board and give each optionee the right to exercise his
Option as to all or any part of the optioned Common Stock, including
shares as to which the Option would not otherwise be exercisable. In the
event of a proposed sale of all or substantially all of the assets of the
Company or any subsidiary, or the merger of the Company or any subsidiary
with or into another corporation, the affected Options shall be assumed or
an equivalent option shall be substituted by such successor corporation or
a parent or subsidiary of such successor corporation, provided that the
successor corporation consents to such assumption or substitution.
Moreover, the Board may determine, in the exercise of its sole discretion
and in lieu of such assumption or substitution, that the affected
optionees shall have the right to exercise their Options as to all of the
optioned Common Stock, including shares as to which the Option would not
otherwise be exercisable. If the Board makes an Option fully exercisable
in lieu of assumption or substitution in the event of a merger or sale of
assets, the Board shall notify the optionee that the Option shall be fully
exercisable for a period of thirty (30) days from the date of such notice,
and the Option will terminate upon the expiration of such period.
17. Amendment. The Board may terminate or amend the Plan at any time, except
that without stockholder approval the Board may not increase the maximum
number of shares which may be issued under the Plan (other than increases
pursuant to Section 16 hereof), extend the maximum period during which any
Option may be exercised pursuant to Section 6(c) hereof, extend the term
of the Plan or change the minimum option price. The termination or any
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<PAGE>
modification or amendment of the Plan shall not, without the consent of a
participant, affect his rights under an award previously granted.
18. Affect on Other Plans. Participation in this Plan shall not affect an
employee's eligibility to participate in any other benefit or incentive
plan of the Company or any subsidiary. Any awards made pursuant to this
Plan shall not be used in determining the benefits provided under any
other plan of the Company or any subsidiary unless specifically provided.
19. Duration of the Plan. The Plan shall remain in effect until all awards
under the Plan have been satisfied by the issuance of shares or the
payment of cash, but no award shall be granted more than ten years after
the earlier of the date the Plan is adopted by the Company or is approved
by the Company's stockholders.
20. Forfeiture for Dishonesty. Notwithstanding anything to the contrary in
this Plan, if the Board finds, by a majority vote, after full
consideration of the facts presented on behalf of both the Company and any
participant, that the participant has been engaged in fraud, embezzlement,
theft, commission of a felony or other dishonest conduct in the course of
his employment by the Company or any subsidiary which damaged the Company
or any subsidiary or that the participant has disclosed trade secrets of
the Company or any subsidiary, the participant shall forfeit all
unexercised Options and rights, all restricted stock and all exercised
Options or rights under which the Company has not yet delivered the
certificates or cash. The decision of the Board as to the cause of a
participant's discharge and the damage done to the Company or any
subsidiary shall be final. No decision of the Board, however, shall affect
the finality of the discharge of such participant by the Company or any
subsidiary in any manner.
21. No Prohibition on Corporate Action. No provision of this Plan shall be
construed to prevent the Company or any officer or director thereof from
taking any corporate action deemed by the Company or such officer or
director to be appropriate or in the Company's best interest, whether or
not such action could have an adverse effect on the Plan or any options,
rights or stock awards granted hereunder, and no participant or
participant's estate, personal representative or beneficiary shall have
any claim against the Company or any officer or director thereof as a
result of the taking of such action.
22. Use of Proceeds. The proceeds received by the Company from the exercise of
any stock option issued pursuant to the Plan or from the grant of any
stock award under the Plan shall be used for general corporate purposes.
23. Indemnification. With respect to the administration of the Plan, the
Company shall indemnify each present and future member of the Board
against, and each member of the Board shall be entitled without further
act on his part to indemnity from the Company for, all expenses (including
the amount of judgments and the amount of approved settlements made with a
view to the curtailment of costs of litigation, other than amounts paid to
the Company itself) reasonably incurred by him in connection with or
arising out of, any action, suit or proceeding in which he may be involved
by reason of his being or having been a member of the Compensation
Committee of the Board (the "Committee"), which was responsible for
administering the Plan prior to October 10, 1996, or the Board, whether or
not he continues to be such member of the Committee or the Board at the
time of incurring such expenses; provided, however, that such indemnity
shall not include any expenses incurred by any such member of the
Committee or the Board (i) in respect of matters as to which he shall be
finally adjudged in any such action, suit or proceeding to have been
guilty of gross negligence or willful misconduct in the performance of his
duty as such member of the Committee or the Board; or (ii) in respect of
any matter in which any settlement is effected for an amount in excess of
the amount approved by the Company on the advice of its legal counsel; and
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<PAGE>
provided further that no right of indemnification under the provisions set
forth herein shall be available to or enforceable by any such member of
the Committee or the Board unless within 60 days after institution of any
such action, suit or proceeding, he shall have offered the Company in
writing the opportunity to handle and defend same at its own expense. The
foregoing right of indemnification shall inure to the benefit of the
heirs, executors or administrators of each such member of the Committee
and the Board and shall be in addition to all other rights to which such
member of the Committee and the Board may be entitled as a matter of law,
contract or otherwise.
24. Miscellaneous Provisions.
(a) No participant or other person shall have any right with respect to
the Plan, the Common Stock reserved for issuance under the Plan or in
any award, contingent or otherwise, until written evidence of the
award shall have been delivered to the recipient and all the terms,
conditions and provisions of the Plan and the award applicable to such
recipient (and each person claiming under or through him) have been
met.
(b) No shares of Common Stock, other securities or property of the
Company, or other forms of payment shall be issued hereunder with
respect to any award unless counsel for the Company shall be satisfied
that such issuance will be in compliance with applicable federal,
state, local and foreign legal, securities exchange and other
applicable requirements.
(c) It is the intent of the Company that the Plan comply in all respects
with Rule 16b-3 under the Exchange Act, that any ambiguities or
inconsistencies in construction of the Plan be interpreted to give
effect to such intention and that if any provision of the Plan is
found not to be in compliance with Rule 16b-3, such provision shall be
deemed null and void to the extent required to permit the Plan to
comply with Rule 16b-3.
(d) The Plan shall be unfunded. The Company shall not be required to
establish any special or separate fund or to make any other
segregation of assets to assure the payment of any award under the
Plan, and rights to the payment of awards shall be no greater than the
rights of the Company's general creditors.
(e) By accepting any award or other benefit under the Plan, each
participant and each person claiming under or through him shall be
conclusively deemed to have indicated his acceptance and ratification
of, and consent to, any action taken under the Plan by the Company,
the Board or the Committee or its delegates.
(f) The masculine pronoun shall include the feminine and neuter, and the
singular shall include the plural, where the context so indicates.
As amended through October 10, 1996.
-8-
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DUANE, MORRIS & HECKSCHER
ATTORNEYS AT LAW
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<S> <C> <C>
122 E. 42nd STREET, SUITE 3300 ONE LIBERTY PLACE 1201 MARKET STREET, SUITE 1500
NEW YORK, NY 10168 PHILADELPHIA, PA 19103-7396 WILMINGTON, DE 19801-0195
(215) 979-1000
314 S. STATE STREET 305 NORTH FRONT STREET
DOVER, DE 19901 FAX HARRISBURG, PA 17108-1003
(215) 979-1020
51 HADDONFIELD ROAD, SUITE 340 968 POSTAL ROAD, SUITE 200
CHERRY HILL, NJ 08002-4810 ALLENTOWN, PA 18109-0400
ONE GATEWAY CENTER, SUITE 1210 735 CHESTERBROOK BOULEVARD
NEWARK, NJ 07102 WAYNE, PA 19087-5638
</TABLE>
January 2, 1997
The Board of Directors of
Surgical Laser Technologies, Inc.
147 Keystone Drive
Montgomeryville, Pennsylvania 18936
Gentlemen:
We have acted as counsel to Surgical Laser Technologies, Inc. (the
"Company") in connection with the preparation and filing with the Securities and
Exchange Commission under the Securities Act of 1933, as amended, of a
Registration Statement on Form S-8 (the "Registration Statement") relating to
the offer and sale by the Company of up to 300,000 shares (the "Shares") of
common stock, $.01 par value ("Common Stock"), of the Company pursuant to the
Surgical Laser Technologies, Inc. Equity Incentive Plan (the "Plan").
As counsel to the Company, we have supervised all corporate proceedings
in connection with the preparation and filing of the Registration Statement. We
have also examined the Company's Certificate of Incorporation, as amended to
date, By-Laws, the corporate minutes and other proceedings and records relating
to the authorization, sale and issuance of the Shares, and such other documents
and matters of law as we have deemed necessary or appropriate in order to render
this opinion.
Based upon the foregoing, it is our opinion that each of the Shares,
when issued in accordance with the terms and conditions of the Plan and of any
option, right or award granted thereunder, will be duly authorized, legally and
validly issued and outstanding, fully paid and nonassessable.
We hereby consent to the use of this opinion in the Registration
Statement, and we further consent to the reference to our name under the caption
"Interests of Named Experts and Counsel" in the Registration Statement.
Sincerely,
/s/ Duane, Morris & Heckscher
ARTHUR ANDERSEN LLP
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this registration statement of our reports dated February 7, 1996
included in Surgical Laser Technologies, Inc.'s Form 10-K for the year ended
December 31, 1995, as amended by Form 10-K/A dated August 28, 1996, and to all
references to our firm included in this registration statement.
/s/ ARTHUR ANDERSEN LLP
Philadelphia, Pa.
January 2, 1997
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