Filed with the Securities and Exchange Commission on September 9, 1996
Registration No.333-
- -------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
--------------
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
--------------
AEROVOX INCORPORATED
(Exact name of issuer as specified in its charter)
Delaware 76-0254329
-------------- -------------
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
370 Faunce Corner Road, N. Dartmouth, Massachusetts 02747
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(Address of Principal Executive Offices, Including Zip Code)
Non-Statutory Stock Option Award Agreement for Robert Elliott
-------------------------------------------------------------
(Full title of the plan)
Jeffrey A. Templer, Senior Vice President
Aerovox Incorporated
370 Faunce Corner Road
N. Dartmouth, Massachusetts 02747
-------------
(Name and Address of Agent for Service)
(508) 995-8000
-------------------------------------------------
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
-------------------------------
<TABLE>
<CAPTION>
<S>
<C> <C> <C> <C> <C>
Proposed maximum Proposed maximum Amount of
Title of securities to be Amount to be offering price per aggregate offering registration
registered registered share (1) price (1) fee
- ---------- ---------- --------- --------- ---
Common Stock, $1.00
par value (including
preferred share
purchase rights) 50,000 shares (2) $6 3/16 $309,375 $107.00
- ---------------- ------------- -------------- ------------- -------
</TABLE>
(1) Estimated solely for the purpose of determining the registration fee
pursuant to Rule 457, based on the average of the high and low sale price of the
Common Stock on the NASDAQ National Market System on September 3, 1996.
-1-
<PAGE>
(2) Plus such indeterminate number of additional shares as may be required in
the event of a stock dividend, stock split or combination of shares, reverse
stock split or other change in the capitalization of Aerovox Incorporated. Prior
to the occurrence of certain events the Preferred Share Purchase Rights will not
be evidenced separately from the Common Stock.
-2-
<PAGE>
Item 3. Incorporation of Certain Documents by Reference
-----------------------------------------------
The following documents filed with the Securities and Exchange
Commission (the "SEC") are incorporated herein by reference:
(a) Aerovox's Annual Report on Form 10-K for the fiscal year ended
December 30, 1995, filed pursuant to the Exchange Act.
(b) Aerovox's Quarterly Reports on Form 10-Q for the fiscal quarters
ended March 30 and June 29, 1996, filed pursuant to the Exchange Act.
(c) The description of Aerovox's Common Stock contained in the Aerovox
Information Statement dated February 9, 1990, filed as an exhibit to Amendment
on Form 8 filed with the SEC on February 15, 1990 to the Company's Registration
Statement on Form 10 filed with the SEC on October 11, 1989.
All reports and other documents subsequently filed by the Company pursuant to
Section 13(a) or (c), 14 or 15(d) of the Exchange Act prior to the filing of a
post-effective amendment which indicates that all securities offered hereby have
been sold or which deregisters all securities then remaining unsold, shall be
deemed to be incorporated by reference herein and to be a part hereof from the
date of the filing of such reports and documents.
Item 6. Indemnification of Directors and Officers
-----------------------------------------
Section 145 of the Delaware General Corporation Law, as amended,
provides that a corporation may indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action,
suit or proceeding, whether civil, criminal or investigative (other than an
action by or in the right of the corporation) by reason of the fact that he is
or was a director, officer, employee or agent of the corporation, or is or was
serving at the request of the corporation as a director, officer, employee or
agent of another corporation, partnership, joint venture, trust or other
enterprise, against expenses (including attorneys' fees), judgments, fines and
amounts paid in settlement actually and reasonably incurred by him in connection
with such action, suit or proceeding if he acted in good faith and in a manner
he reasonably believed to be in or not opposed to the best interests of the
corporation, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful. Section 145 further
provides that a corporation similarly may indemnify any such person serving in
any such capacity who was or is a party or is threatened to be made a party to
any threatened, pending or completed action or suit by or in the right of the
corporation to procure a judgment in its favor, against expenses actually and
reasonably incurred in connection with the defense or settlement of such action
or suit if he acted in good faith and in a manner he reasonably believed to be
in or not opposed to the best interests of the corporation and except that no
indemnification shall be made in respect of any claim, issue or matter as to
which such person shall have been adjudged to be liable to the corporation
unless and only to the extent that the Delaware Court of Chancery or such other
court in which such action
-3-
<PAGE>
or suit was brought shall determine upon application that, despite the
adjudication of liability but in view of all the circumstances of the case, such
person is fairly and reasonably entitled to indemnity for such expenses which
the Court of Chancery or such other court shall deem proper.
Section 102(b)(7) of the Delaware General Corporation Law, as amended,
permits a corporation to include in its certificate of incorporation a provision
eliminating or limiting the personal liability of a director to the corporation
or its stockholders for monetary damages for breach of fiduciary duty as a
director, provided that such provision shall not eliminate or limit the
liability of a director (i) for any breach of the director's duty of loyalty to
the corporation or its stockholders, (ii) for acts or omissions not in good
faith or which involve intentional misconduct or a knowing violation of law,
(iii) under Section 174 of the Delaware General Corporation Law (relating to
unlawful payment of dividends and unlawful stock purchase and redemption) or
(iv) for any transaction from which the director derived an improper personal
benefit.
Aerovox's Restated Certificate of Incorporation (the "Aerovox
Certificate") provides that each person who is or was a party, or is threatened
to be made a party, to any action, suit, proceeding or claim by reason of the
fact that he or she is or was or has agreed to be a director or officer of
Aerovox (or is or was serving at the request of Aerovox as a director, officer,
partner, trustee, employee or agent for any other entity) shall be indemnified
and held harmless by Aerovox, to the full extent authorized by Delaware law, as
in effect from time to time, against all expenses (including attorneys' fees),
judgments, fines, penalties and amounts paid in settlement incurred by such
person in connection with the investigation, preparation to defend or defense of
such action, suit, proceeding or claim.
The rights to indemnification and the payment of expenses provided by
the Aerovox Certificate do not apply to any action, suit, proceeding or claim
initiated by or on behalf of a person otherwise entitled to the benefit of such
provisions. Any person seeking indemnification under the Aerovox Certificate
shall be deemed to have met the standard of conduct required for such
indemnification unless the contrary shall be established. The Aerovox
Certificate provides that the rights to indemnification and the payment of
expenses provided thereby shall not be exclusive of any other right which any
person may have or acquire under any provision of the Aerovox By-Laws, or
otherwise. Any repeal or modification of such indemnification provisions shall
not adversely affect any right or protection of a director or officer with
respect to any conduct of such director or officer occurring prior to such
repeal or modification.
Aerovox has also entered into Indemnification Agreements with each
director and certain officers of Aerovox and its subsidiary, Aerovox Canada. The
Indemnification Agreements provide a number of procedures, presumptions and
remedies used in the determination of the rights of the director or officer to
indemnification. These procedures, presumptions and remedies substantially
broaden the indemnity rights of directors and officers beyond
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<PAGE>
that provided by the Aerovox Certificate. If an action against an indemnified
party is dismissed with or without prejudice, the defense is deemed to have been
successful and the indemnification is required to be made. The Indemnification
Agreements provide that expenses must be paid within twenty days of the
indemnification request (otherwise a determination in favor of the indemnified
party is deemed to have been made). If there is a change in control of Aerovox
(as defined in the Indemnification Agreement), the indemnified party is presumed
to be entitled to indemnification (although Aerovox may overcome this
presumption). The indemnified party may require that independent counsel make
the determination of entitlement and may choose such counsel, subject to
objection by Aerovox on limited grounds. If a determination of entitlement is
made, Aerovox is bound, but if the indemnified party has previously been denied
indemnification pursuant to the terms of the Indemnification Agreement he or she
is entitled to seek a de novo determination from a court. Aerovox is precluded
from challenging the validity of the procedures and presumptions contained in
the Indemnification Agreement in any court proceeding. The Indemnification
Agreement covers proceedings brought on or after the date of the execution of
the particular Indemnification Agreement, including proceedings based on acts
prior to the date of that Agreement.
Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the Company pursuant to the foregoing provisions, or otherwise, the Company has
been advised that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable.
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<PAGE>
Item 8. Exhibits
--------
Exhibit No. Description of Exhibit
- ----------- ----------------------
4.1 Non-Statutory Stock Option Award Agreement.
5.1 Opinion of Ropes & Gray.
24.1 Consent of Coopers & Lybrand, L.L.P..
25.1 Power of Attorney is included in this Registration
Statement under the caption "Signatures".
Item 9. Undertakings
------------
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made
of the securities registered hereby, 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 hereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in this Registration Statement;
(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 the undertakings set forth in paragraphs (i) and (ii)
above do not apply if the information required to be included in a
post-effective amendment by those paragraphs is contained in periodic reports
filed by the Registrant pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act of 1934 that are incorporated by reference in this
Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered hereby which remain unsold at the
termination of the offering.
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<PAGE>
(b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
Registration Statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at the time shall be deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, or otherwise,
the registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.
-7-
<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 the Town of North Dartmouth, State of Massachusetts on September
3, 1996.
AEROVOX INCORPORATED
By /S/ Robert Elliot
------------------
Robert Elloitt
President, Chief
Executive Officer
-8-
POWER OF ATTORNEY
We, the undersigned officers and directors of Aerovox Incorporated, hereby
severally constitute Robert Elliott and Jeffrey A. Templer and each of them
singly, our true and lawful attorneys, with full power to them and each of them
to sign for us, and in our names in the capacities indicated below, any and all
registration statements and amendments to registration statements filed with the
Securities and Exchange Commission for the purpose of registering Common Stock
of Aerovox Incorporated, hereby ratifying and confirming our signatures as they
may be signed by our said attorneys to any and all said registration statements
and amendments to registration statements.
Signature Capacity Date
--------- -------- ----
/S/ JOHN F. BRENNAN Director September 1, 1996
- ----------------------------
John F. Brennan
/S/ ROBERT ELLIOTT President, Chief September 1, 1996
- ---------------------------- Executive Officer
Robert Elliott and Director
/S/ JAMES B. HANGSTEFER Director September 1, 1996
- ----------------------------
James B. Hangstefer
/S/ DENNIS HOROWITZ Director September 1, 1996
Dennis Horowitz
/S/ WILLIAM G. LITTLE Director September 1, 1996
- ----------------------------
William G. Little
/S/ RONALD F. MURPHY Director September 1, 1996
- ----------------------------
Ronald F. Murphy
/S/ BENEDICT P. ROSEN Director September 1, 1996
- ----------------------------
Benedict P. Rosen
/S/ JOHN L. SPRAGUE Director September 1, 1996
- ----------------------------
John L. Sprague
/S/ CLIFFORD H. TUTTLE, JR. Chairman of September 1, 1996
- ---------------------------- the Board of
Clifford H. Tuttle, Jr. Directors
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<PAGE>
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated.
Signature Capacity Date
/S/ ROBERT ELLIOTT President, Chief September 1, 1996
- ------------------------------ Executive Officer
Robert Elliott (Principal Executive
Officer)and Director
/S/ JEFFREY A. TEMPLER Senior Vice President, September 1, 1996
Jeffrey A. Templer Finance (Principal
Accounting Officer)
/S/ JOHN F. BRENNAN Director September 1, 1996
- ------------------------------
John F. Brennan
/S/ JAMES B. HANGSTEFER Director September 1, 1996
- ------------------------------
James B. Hangstefer
/S/ DENNIS HOROWITZ Director September 1, 1996
Dennis Horowitz
/S/ WILLIAM G. LITTLE Director September 1, 1996
- ------------------------------
William G. Little
/S/ RONALD F. MURPHY Director September 1, 1996
- ------------------------------
Ronald F. Murphy
/S/ BENEDICT P. ROSEN Director September 1, 1996
- ------------------------------
Benedict P. Rosen
/S/ JOHN L. SPRAGUE Director September 1, 1996
- ------------------------------
John L. Sprague
/S/ CLIFFORD H. TUTTLE Chairman of the September 1, 1996
- ------------------------------ Board of
Clifford H. Tuttle Directors
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<PAGE>
EXHIBIT INDEX
Exhibit No. Exhibit Page
- ----------- ------- ----
4.1 Non-Statutory Stock Option
Award Agreement.
5.1 Opinion of Ropes & Gray.
24.1 Consent of Coopers & Lybrand L.L.P..
25.1 Power of Attorney (included in this
Registration Statement under
caption "Signatures").
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Aerovox Incorporated
Non-Statutory Stock Option Award Agreement
------------------------------------------
AGREEMENT made as of the date set forth below by and between Aerovox
Incorporated, a Delaware corporation (together with its subsidiaries, "Aerovox"
or the "Company") and Robert Elliott (the "Optionee").
WITNESSETH THAT:
WHEREAS on December 18, 1995, as an inducement for Optionee's entering
into an employment arrangement with Aerovox, Aerovox entered into a letter
agreement with Optionee (the "Letter Agreement") pursuant to which it agreed
that Optionee would receive on the first day of his employment an option to
purchase 50,000 shares of Aerovox Common Stock ("Stock") and on the date he
becomes Chief Executive Officer of Aerovox an option to purchase an additional
50,000 shares of stock.
WHEREAS, Optionee has now become Chief Executive Officer of Aerovox,
and pursuant to the Letter Agreement the Board of Directors of Aerovox has
awarded the Optionee a stock option on the terms hereinafter set forth;
WHEREAS the Optionee has agreed to such terms;
NOW, THEREFORE, Aerovox and the Optionee agree as follows:
1. Definitions. As used herein:
"Committee" means the Compensation Committee of the Board of Directors.
"Fair Market Value" on any given date means the highest closing sale
price on the date immediately preceding the date in question of a share of Stock
on the Composite Tape for New York Stock Exchange Listed Stocks, or if such
Stock is not quoted on the Composite Tape, on the New York Stock Exchange, or,
if such Stock is not listed on such Exchange, on the principal United States
securities exchange registered under the Securities Exchange Act of 1934 on
which such Stock is listed, or, if such Stock is not listed on any such
exchange, the highest closing bid quotation with respect to a share of such
Stock on the date immediately preceding the date in question on the National
Association of Securities Dealers, Inc. Automated Quotation System or any
similar system then in use, or if no such quotation system is available, the
fair market value on the date in question as determined in good faith by the
Committee in accordance with the applicable provisions of the Internal Revenue
code of 1986, as amended.
-1-
<PAGE>
2. Grant of Option. This Agreement evidences the grant by the Company
----------------
to the Optionee, pursuant to the Letter Agreement, of an option to purchase
50,000 of shares of Stock (the "Option"). The date of grant of the Option is
August 15, 1996 (the "grant date"). The Option is intended not to qualify as an
"incentive stock option" under Section 422 of the Internal Revenue Code of 1986,
as amended, and this Agreement shall be construed accordingly.
3. Exercise Price. The price at which the Optionee may purchase
---------------
shares under the Option (the "Exercise Price") is $[INSERT 8/31/96 CLOSING
PRICE].
4. Exercisability of Option. The Option shall be exercisable as
-------------------------
follows (expressed as a percentage of the total number of shares covered by the
Option):
Period of Exercise Percentage
Prior to the first anniversary of the
grant date - 0 -
On or after the first anniversary of the
grant date 20%
On or after the second anniversary of the
grant date 40%
On or after the third anniversary of the
grant date 60%
On or after the fourth anniversary of the
grant date 80%
On or after the fifth anniversary of the
grant date 100%
provided, that the Option shall in no event be exercisable after the day
immediately preceding the tenth anniversary of the grant date (the "Final
Exercise Date"); and further provided, that exercisability of the Option shall
be subject to the provisions of Paragraphs 5-9 below and Paragraphs 11 and 12
below (concerning mergers and certain other events). The Committee may at any
time and from time to time, in its complete discretion, accelerate the
exercisability of the Option. The Option is not exercisable to the extent that,
and at such times as, it relates to a fractional share. The Option may not be
exercised unless the Optionee has continuously held, since the date of exercise
of any previously exercised options, a number of shares equal to 40% of the
aggregate number of shares acquired pursuant to such
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<PAGE>
previously exercised options, or portions thereof (whether granted under the
Aerovox 1989 Stock Incentive Plan, this Agreement or otherwise).
5. Method of Exercise. The Option may be exercised in whole or in
-------------------
part by delivery of written notice of exercise (the "exercise form") accompanied
by payment in full of the Exercise Price for the number of shares being
purchased plus any applicable withholding taxes required under Paragraph 15
below. Payment of the Exercise Price shall be made (i) by certified or bank
cashier's check, or (ii) by delivery of unrestricted shares of Common Stock,
held by the Optionee for at least six months, which have a Fair Market Value
(determined as of the business day immediately preceding the date the exercise
form is delivered to the Company) equal to the Exercise Price, or (iii) by a
combination of the means of payment described in (i) and (ii) above. The
exercise form shall specify the number of shares with respect to which the
Option is being exercised. As soon as practicable following receipt of the
exercise form and payment in full of the Exercise Price and any related
withholding, the Company shall deliver a certificate or certificates for the
number of shares of Common Stock specified in the exercise form. Alternatively,
such notice shall be accompanied by irrevocable instructions to a registered
broker to promptly deliver to the Company the amount of any sale proceeds to pay
the exercise price.
6. Termination of Employment. In the event the Optionee ceases to be
--------------------------
employed by the Company for any reason other than death or disability, the
Option shall (unless otherwise determined by the Committee) immediately
terminate except as to those shares for which it was exercisable immediately
prior to termination of employment (the "residual shares"). Following such
termination of employment, the Option shall continue to be exercisable with
respect to the residual shares for a period of three months (or such loner
period up to three years as the Committee shall determine) but in no event
beyond the Final Exercise Date, and shall then expire.
7. Termination by Reason of Disability. In the event the Optionee's
------------------------------------
employment by the Company terminates or is terminated by reason of permanent
disability, the Option to the extent it was exercisable at the time or such
termination (or on such accelerated basis as the Board of Directors or the
Committee shall at anytime determine prior to such termination), shall remain
exercisable for a period of three years following such termination of employment
but in no event beyond the Final Exercise Date, and shall then expire. For
purposes of the preceding sentence, "disability" means permanent and total
disability as determined by the Committee consistent with the standards set
forth in the Company's long-term disability plan for employees.
8. Death. In the event the Optionee dies while employed by the
------
Company, the Option to the extent it was exercisable at the time or such
termination (or on such accelerated basis as the board of Directors or the
Committee shall at anytime determine prior to such termination), shall be
exercisable, by the person or persons to whom the Option is transferred by will
or by the laws of descent and distribution, for a period of three years
following the Optionee's death or until the Final Exercise Date if earlier, and
shall then expire.
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<PAGE>
9. Certain Agreements.
-------------------
(a) Upon exercise of the Option, the Committee may require Optionee to
represent and agree in writing that he is acquiring the shares without a view to
distribution thereof. No shares will be issued pursuant to the Option until all
applicable securities laws and other legal requirements have been satisfied.
(b) Shares acquired or deemed to have been acquired pursuant to
exercise of the Option shall bear such legend or legends as the Committee may
determine reflecting any applicable restrictions under this Section or the
agreements referred to in this Section.
10. Non-transferability of Option; Authorized Representative, Etc..
---------------------------------------------------------------
The Option may not be transferred other than by will or the laws of descent and
distribution, nor may it be otherwise assigned, transferred, pledged,
hypothecated, or disposed of in any way (by operation of law or otherwise), nor
shall it be subject to execution, attachment or similar process. During the
lifetime of the Optionee the Option may be exercised only by the Optionee or the
Optionee's duly appointed guardian or representative. Following the death of
the Optionee, the Option may be exercised (to the extent provided under
Paragraph 8 above) by the person or persons to whom the Option is transferred by
will or the laws of descent and distribution.
11. Change in Common Stock. The number and kind of shares subject to
-----------------------
the Option, and the Exercise Price, are subject to adjustment upon the same
terms and conditions as provided in Sections 3(b) and 3(c) of the Aerovox
Incorporated 1989 Stock Incentive Plan, as from time to time amended (the "1989
Plan") to reflect the transactions and events described therein.
12. Certain Transactions.
---------------------
(a) Notwithstanding any other provision of this Agreement, in the
event of any Change in Control (as defined in Exhibit A hereto), the Option, to
the extent not otherwise exercisable, shall be treated for purposes of Paragraph
6 as having become fully exercisable immediately prior to such Change of
Control.
(b) In the event of a consolidation or merger involving Aerovox in
which Aerovox is not the surviving corporation, or in the event of a transaction
or series of related transactions that result in the acquisition of all or
substantially all of Aerovox's outstanding Common Stock by a single person or
entity or by a group of persons or entities acting in concert, or in the event
of the sale or transfer of all or substantially all of the Company's assets, the
Option shall expire and cease to be exercisable, provided that the Committee
shall arrange, subject to consummation of the merger, consolidation, transaction
or sale of assets, to have the acquiror or an affiliate thereof grant a
replacement option or other replacement award containing terms which the
Committee, in its sole discretion, determines to be equitable under the
circumstances.
-4-
<PAGE>
(c) Notwithstanding any other provision of this Agreement, during the
60-day period from and after the date of a Change of Control, the Optionee shall
have the right (by giving written notice to the Company in form satisfactory to
the Committee) to surrender all or part of a Option to the Company and to
receive an amount in cash equal to the excess of the aggregate Value (as defined
below) of the shares of Stock covered by the Option, or portion thereof
surrendered, determined on the date the Option is exercised, over the aggregate
Exercise Price of such shares (such excess is referred to herein as the
"Aggregate Spread"); provided, however, and notwithstanding any other provisions
of this Agreement, if the end of such 60 day period from and after the date of a
Change of Control is within six months of the date of grant of a Option then,
unless (i) a merger with the Company will occur in connection with the Change of
Control, (ii) such merger is not effective until more than six months from
the date of grant and (iii) upon the effectiveness of such merger the Option
will be canceled in exchange for the Aggregate Spread, the stock option shall
either remain outstanding notwithstanding the cancellation of Stock Options
generally upon the effectiveness of such merger or shall be exchanged for a
fully exercisable option of the surviving corporation of such merger (or its
parent corporation) on an economically equivalent basis as set forth in Section
1.425-1 of the Treasury Income Tax Regulations. As used in this Section 12(c)
the term "Value" means the higher of (i) the highest Fair Market Value
(as defined in Section 1) during the 60-day period prior to the date of a Change
of Control and (ii) if the Change of Control is the result of a transaction or
series of transactions described in paragraphs (i), (ii) or (iii) of the
definition of Change of Control set forth in Exhibit A, the highest price per
share of the Stock paid in such transaction or series of transaction (which in
the case of paragraph (i) shall be the highest price per share of the Stock as
reflected in Schedule 13D by the person having made the acquisition).
13. Restriction on Issuance of Shares. The Company shall not be
----------------------------------
obligated to sell or issue any shares pursuant to the Option unless the shares
with respect to which the Option is being exercised are at that time effectively
registered or exempt from registration under the Securities Act of 1933, as
amended.
14. Rights as a Stockholder. The Optionee shall have no rights as a
------------------------
stockholder with respect to any shares covered by the Option until the date of
issuance of a stock certificate to him for such shares. No adjustment shall be
made for dividends or other rights for which the record date is prior to the
date such stock certificate is issued.
15. Certain Tax Matters. The Optionee (or, in the event the Option is
--------------------
exercised following the death of the Optionee, the person or persons then
exercising the Option) shall, as a condition of exercise, pay to the Company in
cash or by check acceptable to the Company the full amount of any tax
withholding required to be paid in connection with such exercise or make other
provision satisfactory to the Company for any such tax withholding, all as
determined by the Committee. Without limiting the foregoing, the Committee may
provide for any withholding through deductions from other amounts due the
Optionee, by permitting the withholding of shares deliverable under the Option
or the delivery of previously owned shares (provided, that such withholding or
delivery shall not be in an amount exceeding required
-5-
<PAGE>
federal, state and local withholding), or by requiring that the Optionee or
other person exercising the Option pay over the required withholding in cash or
by check acceptable to the Company.
16. Employment Rights. Nothing herein shall confer on the Optionee
------------------
any rights to continue in the employ of the Company; affect the right of the
Company to terminate the Optionee's employment at any time; or be deemed a
waiver or modification of any provision contained in any agreement between the
Optionee and the Company. The loss of existing or potential profit in the
Option shall in no event constitute an element of damages in the event of
termination of employment of the Optionee, regardless of the circumstances of
such termination.
17. Interpretation; Disputes. The Committee shall have the power
-------------------------
and authority to interpret the terms and conditions this Agreement and the
Option and to decide all disputes arising in connection therewith. All
decisions and interpretations by the Committee shall be binding on the parties
hereto.
18. Governing Law. This Agreement shall be governed by and construed
--------------
in accordance with the laws of the Commonwealth of Massachusetts.
EXECUTED as a sealed instrument at North Dartmouth, Massachusetts, as
of the date set forth below.
Aerovox Incorporated
By: /S/ Clifford H. Tuttle
-----------------------
Clifford H. Tuttle,
Chairman
/S/ Robert Elliot
-----------------
Robert Elliott
Dated as of: September 1, 1996
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September 9, 1996
Aerovox Incorporated
370 Faunce Corner Road
North Dartmouth, Massachusetts 02747
Ladies and Gentlemen:
This opinion is furnished to you in connection with a registration
statement on Form S-8 and all exhibits thereto (the "Registration Statement"),
filed with the Securities and Exchange Commission under the Securities Act of
1933, as amended, for the registration of 50,000 shares of common stock, $1.00
par value (the "Shares"), of Aerovox Incorporated, a Delaware corporation (the
"Company"). The Shares are to be sold pursuant to the Company's Non-Statutory
Stock Option Award Agreement for Robert Elliott (the "Agreement").
We have acted as counsel for the Company and are familiar with the
actions taken by the Company in connection with the Agreement. For purposes of
this opinion we have examined the Registration Statement, the Agreement and such
other documents, records, certificates and other instruments as we have deemed
necessary.
We express no opinion as to the applicability of, compliance with or
effect of federal law or the law of any jurisdiction other than the General
Corporation Law of Delaware.
Based upon the foregoing, we are of the opinion that, when the Shares
have been issued and sold and consideration received therefor by the Company all
in accordance with the terms of the Agreement, the Shares will be validly
issued, fully paid and nonassessable.
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<PAGE>
September 9, 1996
We hereby consent to your filing this opinion as an exhibit to the
Registration Statement and to the use of our name therein.
It is understood that this opinion is to be used only in connection
with the offer and sale of the Shares while the Registration Statement is in
effect.
Very truly yours,
/S/ Ropes & Gray
----------------
ROPES & GRAY
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CONSENT OF INDEPENDENT ACCOUNT
We consent to the incorporation by reference in the Registration Statement of
Aerovox Incorporated on Form S-8 of our reports dated February 28, 1996, on our
audits of the consolidated financial statements and the financial statement
schedule of Aerovox Incorporated as of December 30, 1995, and December 31, 1994,
and for the years ended December 30, 1995, December 31, 1994, and January 1,
1994 which reports are included or incorporated by reference in the Annual
Report on Form 10-K.
/S/ Coopers & Lybrand L.L.P.
COOPERS & LYBRAND L.L.P.
Boston, Massachusetts
September 4, 1996
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