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Registration No. 333-
________________________________________________________________________________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
Commission File No: 0-19195
AMERICAN DENTAL TECHNOLOGIES, INC.
(Exact Name of Registrant as specified in its charter)
Delaware 38-2905258
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
28411 Northwestern Highway, Suite 1100
Southfield, Michigan 48034-5541
(Address of principal executive offices, including zip code)
AMERICAN DENTAL TECHNOLOGIES, INC.
AMENDED AND RESTATED
LONG-TERM INCENTIVE PLAN
(Full title of the Plan)
Raymond F. Winter
28411 Northwestern Highway, Suite 1100
Southfield, Michigan 48034-5541
(810) 353-5300
(Name, address and telephone number, including area code, of agent for service)
Copy to:
Mark Metz
Dykema Gossett
400 Renaissance Center
Detroit, Michigan 48243
Calculation of Registration Fee
<TABLE>
<CAPTION>
__________________________________________________________________________________
Title of Proposed Maximum Proposed Maximum Amount of
Securities to Amount to be Offering Aggregate Registration
be Registered Registered Price Per Share* Offering Price Fee
__________________________________________________________________________________
<S> <C> <C> <C> <C>
Common Stock
$.01 par value 1,000,000 shares $2.11 $2,110,000 $728.00
__________________________________________________________________________________
</TABLE>
* The price shown is the average of the high and low sale prices of the
Common Stock on the Nasdaq SmallCap Market on September 25, 1996, in
accordance with Rule 457(h).
________________________________________________________________________________
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In accordance with general instruction E to Form S-8, American Dental
Technologies, Inc. hereby incorporates by reference the contents of its
Registration Statements on Form S-8 (No. 33-66552, filed July 27, 1993 and No.
33-86062, filed June 10, 1994).
Item 8. EXHIBITS
The following exhibits are filed with this registration statement:
4.1 American Dental Technologies, Inc. Amended and Restated Long-Term
Incentive Plan
5.1 Opinion of Raymond F. Winter with respect to the legality of
the Common Stock to be registered hereunder
23.1 Consent of Ernst & Young LLP
23.2 Consent of Raymond F. Winter (contained in Exhibit 5)
24.1 Power of Attorney included as page 3 of this Registration Statement
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Southfield, State of Michigan, on September 27,
1996.
AMERICAN DENTAL TECHNOLOGIES, INC.
BY: Anthony D. Fiorillo
Chief Executive Officer and Director
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POWER OF ATTORNEY
Each of the undersigned whose signature appears below hereby constitutes
and appoints Anthony D. Fiorillo and Raymond F. Winter, and each of them acting
alone, his(her) true and lawful attorneys-in-fact and agents, with full power
of substitution and resubstitution, for him(her) and in his(her) name, place
and stead, in any and all capacities, to sign any and all 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, under the Securities Act of 1933.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
indicated capacities on September 27, 1996.
Signature Title
Ben J. Gallant President, Chief Operating
Officer and Director
Anthony D. Fiorillo Chief Executive Officer
and Director
Diane M. Miller Chief Financial Officer,
Principal Financial Officer and
Principal Accounting Officer
William D. Myers Chairman of the Board
and Director
Wayne A. Johnson II Director
J. Bernard Machen Director
Charles A. Nichols Director
John E. Vickers III Director
Bertrand R. Williams, Sr. Director
<PAGE> 4
EXHIBIT INDEX
SEQUENTIALLY
EXHIBIT NUMBERED
NUMBER DESCRIPTION PAGE
- ------- ----------- ----------
4.1 American Dental Technologies, Inc. Amended and Restated
Long-Term Incentive Plan
5.1 Opinion of Raymond F. Winter with respect to the
legality of the Common Stock to be registered hereunder
23.1 Consent of Ernst & Young LLP
<PAGE> 1
EXHIBIT 4.1
AMERICAN DENTAL TECHNOLOGIES, INC.
AMENDED AND RESTATED LONG-TERM INCENTIVE PLAN
I. GENERAL PROVISIONS
1.1 Adoption. Subject to stockholder approval, the Board of Directors
("Board") of American Dental Technologies, Inc. ("Corporation") on March 23,
1993 approved the Corporation's Long-Term Incentive Plan. Subject to further
stockholder approvals, the Board approved an Amended and Restated Long-Term
Incentive Plan on March 7, 1994 and March 25, 1996, respectively.
1.2 Purpose. The purpose of the Plan is to promote the best interests of
the Corporation and its stockholders by attracting and motivating highly
qualified individuals to serve as Employees, Consultants and Directors,
encouraging Employees, Directors and Consultants to acquire an ownership
interest in the Corporation, thus identifying their interests with those of
stockholders and encouraging Employees, Directors and Consultants to make
greater efforts on behalf of the Corporation to achieve the Corporation's
long-term business plans and objectives.
1.3 Definitions. As used in this Plan, the following terms have the
meaning described below:
(a) "Agreement" means the written agreement that sets forth the
term of a Participant's Option, Restricted Stock grant, or Performance Share
Award.
(b) "Board" means the Board of Directors of the Corporation.
(c) "Change in Control" means the occurrence of the conditions
set forth in either of the following paragraphs.
(i) Any person (as defined in Section 3(a)(9) of the
Exchange Act) or group of persons acting together for the purpose of
acquiring, holding or disposing of shares of Common Stock (other than a
person who on the Effective Date owns 10 percent or more of the
outstanding shares of the Corporation's Common Stock, or other than a
trustee or other fiduciary holding shares of Common Stock under an
employee benefit plan of the Corporation, or a corporation owned directly
or indirectly by the stockholders of the Corporation in substantially the
same proportions as their ownership of shares of the Corporation) becomes
the beneficial owner (as defined in the Exchange Act Rules and
Regulations), directly or indirectly, of 30 percent or more of the
combined voting power of the Corporation's voting securities, or
(ii) The stockholders of the Corporation approve a
dissolution of the Corporation or a definitive agreement (A) to
merge or consolidate the Corporation with or into another entity
in which the Corporation is not the continuing or surviving
corporation or pursuant to which any shares of Common Stock would
be converted into cash, securities, or other property of another
entity, other than a merger of the Corporation in which holders of
shares of Common Stock immediately prior to the merger have the
same proportionate ownership of shares (or equivalent securities)
of the surviving entity immediately after the merger as
immediately before, or (B) to sell or otherwise dispose of
substantially all the assets of the Corporation.
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(d) "Code" means the Internal Revenue Code of 1986, as amended from time
to time.
(e) "Committee" means a committee of the Board of Directors of the
Corporation comprised of two or more Nonemployee Directors, as defined in Rule
16b-3.
(f) "Common Stock" means shares of the Corporation's authorized common
stock, $.01 par value.
(g) "Consultant" means an individual who has a consulting arrangement
with the Corporation or its Subsidiaries.
(h) "Corporation" means American Dental Technologies, Inc., a Delaware
corporation.
(i) "Director" means a member of the Corporation's Board of Directors.
(j) "Disability" means total and permanent disability, as defined in Code
Section 22(e).
(k) "Effective Date" means March 23, 1993.
(l) "Employee" means a full-time salaried employee of the Corporation or
its Subsidiaries, who has an "employment relationship" with the Corporation or
its Subsidiaries, as defined in Treasury Regulation 1.421-7(h), and the term
"employment" means employment with the Corporation or its Subsidiaries.
(m) "Exchange Act" means the Securities and Exchange Act of 1934, as
amended from time to time and any successor thereto.
(n) "Expiration Date" means the date set forth in the Agreement relating
to an Option on which the right to exercise shall expire absent a termination
of the Participant's employment, consulting arrangement or term on the Board.
Unless otherwise provided in the Agreement, the Expiration Date for an Option
shall be the tenth anniversary of its Grant Date.
(o) "Fair Market Value" means, for purposes of determining the value of
Common Stock on the Grant Date, the last sale price on the Nasdaq National
Market or the Nasdaq SmallCap Market, or, if the Common Stock is traded "over
the counter," the average of the bid and asked prices, as reported in The Wall
Street Journal for the Grant Date. In the event that (i) there were no Common
Stock transactions on such date where the Common Stock is traded on the Nasdaq
National Market or the Nasdaq SmallCap Market, or (ii) there were no published
bid and asked prices where the Common Stock is traded "over the counter," the
Fair Market Value shall be determined as of the immediately preceding date on
which there were Common Stock transactions or published last sale prices, as
the case may be. "Fair Market Value" for purposes of determining the value of
Common Stock on the date of exercise or the date Common Stock is tendered or
withheld for purposes of Section 8.6 means the last sale price, or the average
of the published bid and asked prices, as the case may be, of such Common Stock
on the last date preceding the date of the exercise, tender or withholding on
which there were Common Stock transactions, as reported in The Wall Street
Journal.
(p) "Grant Date" means the date on which the Committee authorizes an
individual Option, Restricted Stock grant or Performance Share Award, or such
later date as shall be designated by the Committee. In the case of Options
granted under Article III, the "Grant Date" shall be the date on which the
Option was automatically awarded pursuant thereto.
(q) "Incentive Stock Option" means an Option that is intended to meet the
requirements of Section 422 of the Code.
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(r) "Nonemployee Director" means a Director who (i) is not an Employee or
a Consultant; (ii) is not currently an officer (as defined in Rule 16a-1 under
the Exchange Act) of the Corporation or a parent or Subsidiary of the
Corporation or otherwise employed by a parent of the Corporation; (iii) has
not received compensation for serving as a Consultant or in any other
non-director capacity except for an amount not exceeding the dollar amount for
which disclosures would be required pursuant to Item 404(a) of Regulation S-K,
or does not have an interest in any transaction with the Corporation or a
Subsidiary for which disclosure would be required by Item 404(a) of Regulation
S-K; (iv) is not engaged in a business relationship with the Corporation or a
Subsidiary (such as that of a lawyer or investment banker) which would be
disclosable pursuant to Item 404(b) of Regulation S-K; and (v) qualifies as an
"outside director" for purposes of the approval requirement of Code Section
162(m).
(s) "Nonqualified Stock Option" means an Option that is not intended to
constitute an Incentive Stock Option.
(t) "Option" means either an Incentive Stock Option or a Nonqualified
Stock Option to purchase Common Stock.
(u) "Participant" shall have the meaning ascribed in Section 1.5 of the
Plan.
(v) "Performance Share Award" means an award granted in accordance with
Article V of the Plan.
(w) "Plan" means the American Dental Technologies, Inc. Amended and
Restated Long-Term Incentive Plan, the terms of which are set forth herein, and
amendments thereto.
(x) "Restriction Period" means the period or periods of time during which
a Participant's Restricted Stock grant is subject to restrictions on
transferability.
(y) "Restricted Stock" means Common Stock that is subject to restrictions
on transferability.
(z) "Retirement" means retirement at age 65 or older.
(aa) "Rule 16b-3" means Rule 16b-3 under the Exchange Act, as in effect
from time to time.
(bb) "Subsidiary" means a corporation defined in Code Section 424(f).
1.4 Administration. The Plan shall be administered by the Committee in
accordance with Rule 16b-3. The Committee shall interpret the Plan, prescribe,
amend and rescind rules and regulations relating to the Plan, and make all
other determinations necessary or advisable for its administration. The
decision of the Committee on any question concerning the interpretation of the
Plan or its administration with respect to any Option, Restricted Stock grant
or Performance Shares Award granted under the Plan, shall be final and binding
upon all Participants.
1.5 Participants. Participants in the Plan shall be such Employees
(including Employees who are Directors) and Consultants as the Committee may
select from time to time. Nonemployee Directors of the Corporation may be
Participants. The Committee may grant Options, Restricted Stock and
Performance Share Awards to an individual upon the condition that the
individual becomes an Employee or Consultant, provided that the Option,
Restricted Stock grant or Performance Share Awards shall be deemed to be
granted only on the date that the individual becomes an Employee or Consultant.
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1.6 Stock. The total number of shares of Common Stock available for
grants and awards under the Plan shall not, in the aggregate, exceed two
million five hundred thousand (2,500,000) shares of Common Stock, as adjusted
from time to time in accordance with Article VII. Shares subject to any
unexercised portion of a terminated, forfeited, canceled or expired Option
granted hereunder, and shares subject to any terminated, forfeited, canceled or
expired portion of a Performance Share Award or Restricted Stock grant made
hereunder pursuant to which a Participant never acquired benefits of ownership,
including receipt of a dividend on such shares (but excluding voting rights),
shall be available for subsequent grants and awards under the Plan.
1.7 Agreement. No person shall have any rights under any grant or award
made pursuant to the Plan unless and until the Corporation and the recipient of
the grant or award have executed and delivered an agreement expressly granting
or awarding benefits to such person pursuant to the Plan and containing the
provisions required under the Plan to be set forth in the Agreement. The terms
of the Plan shall govern in the event any provision of any Agreement conflicts
with any term in this Plan as constituted on the Grant Date.
II. STOCK OPTIONS FOR EMPLOYEES, DIRECTORS AND CONSULTANTS
2.1 Grant of Option. The Committee, at any time and from time to time,
subject to Section 8.7, may grant Options to such Employees, Directors and
Consultants and for such number of shares of Common Stock as it shall
designate. Any Participant may hold more than one Option under the Plan and
any other Plan of the Corporation. The Committee shall determine, in its
discretion, subject to the limitations set forth in the Plan, the general terms
and conditions of the Option, including, without limitation, the number of
shares which the Option entitles the holder to purchase, the exercise price,
the time or times during which the Option shall be exercisable and the
Expiration Date of the Option, which terms may designate any Option granted as
either an Incentive Stock Option or a Nonqualified Stock Option, or the
Committee may designate a portion of an Option as an Incentive Stock Option or
a Nonqualified Stock Option.
2.2 Incentive Stock Options. Any Option intended to constitute an
Incentive Stock Option shall comply with the requirements of this Section 2.2.
No Incentive Stock Option shall be granted with an exercise price below its
Fair Market Value on the Grant Date or with an exercise term that extends
beyond 10 years from the Grant Date. An Incentive Stock Option shall not be
granted to any Participant who owns (within the meaning of Code Section 424(d))
stock of the Corporation possessing more than 10% of the total combined voting
power of all classes of stock of the Corporation unless, at the Grant Date, the
exercise price for the Option is at least 110% of the Fair Market Value of the
shares subject to the Option and the Option, by its terms, is not exercisable
more than five years after the Grant Date. The aggregate Fair Market Value of
the underlying Common Stock (determined at the Grant Date) as to which
Incentive Stock Options granted under the Plan may first be exercised by a
Participant in any one calendar year shall not exceed $100,000. To the extent
that an Option intended to constitute an Incentive Stock Option shall violate
the foregoing $100,000 limitation, the portion of the Option that exceeds the
$100,000 limitation shall be deemed to constitute a Nonqualified Stock Option.
Incentive Stock Options shall be granted only to Employees.
2.3 Option Price. The Committee shall determine the per share exercise
price for each Option granted under the Plan. The Committee, at its
discretion, may grant Nonqualified Stock Options with an exercise price below
100% of the Fair Market Value of Common Stock on the Grant Date.
2.4 Payment for Option Shares.
(a) The purchase price for shares of Common Stock to be acquired
upon exercise of an Option granted hereunder shall be paid in full in cash or by
personal check, bank draft or money order at the time of exercise.
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(b) At the discretion of the Committee, as set forth in a
Participant's Agreement, any Option granted under the Plan to an Employee,
Director or Consultant may be deemed exercised by delivery to the Corporation
of a properly executed exercise notice, acceptable to the Corporation, together
with irrevocable instructions to the Participant's broker to deliver to the
Corporation sufficient cash to pay the exercise price and any applicable income
and employment withholding taxes, in accordance with a written agreement
between the Corporation and the brokerage firm ("cashless exercise procedure").
III. STOCK OPTIONS FOR NONEMPLOYEE DIRECTORS
3.1 Annual Grants of Options. Each Nonemployee Director shall be granted
on December 15th of each year during the term of the Plan, a Nonqualified Stock
Option to purchased 1,250 shares of Common Stock (subject to adjustment as
provided in Section 7.1). The first grant of Options under this Section 3.1
shall occur on December 15, 1993.
3.2 Option Agreement. Each Option granted pursuant to this Article III
shall be evidenced by an Agreement that shall specify the exercise price, the
term of the Option, the number of shares to which the Option relates, and other
such provisions as the Committee shall determine.
3.3 Option Price. The purchase price per share of Common Stock for an
Option granted pursuant to this Article III shall be equal to the Fair Market
Value per share of Common Stock on the Grant Date.
3.4 Duration of Options. The Expiration Date of each Option granted
pursuant to this Article III shall be the tenth anniversary of its Grant Date.
3.5 Exercise of Shares Subject to Option. Options granted under this
Article III shall become exercisable according to the following schedule:
one-fourth of the Option shall become exercisable on the first anniversary of
the Grant Date, and one-fourth of the Option shall become exercisable on each
of the second, third and fourth anniversaries of the Grant Date of each Option.
Once exercisable, such Options may be exercised at any time and from time to
time until the Expiration Date of such Options, unless earlier terminated
pursuant to Sections 6.1(a) or 6.1(c).
IV. RESTRICTED STOCK
4.1 Grant of Restricted Stock. Subject to the terms and conditions of
the Plan, the Committee, at any time and from time to time, may grant shares of
Restricted Stock under this Plan to such Participants and in such amounts as it
shall determine.
4.2 Restricted Stock Agreement. Each grant of Restricted Stock shall be
evidenced by an Agreement that shall specify the terms of the restrictions,
including the Restriction Period, the number of shares subject to the grant,
and such other provisions, including performance goals, if any, as the
Committee may determine.
4.3 Transferability. Except as provided in this Article IV of the Plan,
the shares of Restricted Stock granted hereunder may not be sold, transferred,
pledged, assigned, or otherwise alienated, hypothecated or encumbered until the
termination of the applicable Restriction Period established by the Committee
and specified in the Agreement, or upon the earlier satisfaction of other
conditions as specified by the Committee in its sole discretion and set forth
in such Agreement. The Committee may, but is not required to, specify more
than one set of restrictions applicable to a Restriction Period with respect to
a Restricted Stock grant. All rights with respect to the Restricted Stock
granted to a Participant shall be exercised during a Participant's lifetime
only by the Participant or the Participant's legal representative.
4.4 Other Restrictions. The Committee may impose such other restrictions
on any shares of Restricted Stock granted under the Plan as it may deem
advisable including, without
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limitation, restrictions under applicable federal or state securities laws,
and may legend the certificates representing Restricted Stock to give
appropriate notice of such restrictions.
4.5 Certificate Legend. In addition to any legends placed on certificates
pursuant to Sections 4.3 and 4.4, each certificate representing shares of
Restricted Stock shall bear the following legend:
The sale or other transfer of the shares of stock represented by
this certificate, whether voluntary, involuntary or by operation
of law, is subject to certain restrictions on transfer set forth
in the American Dental Technologies, Inc. Amended and Restated
Long-Term Incentive Plan ("Plan"), rules and administrative
guidelines adopted pursuant to such Plan and a Restricted Stock
Agreement dated ________________. A copy of the Plan, such rules
and such Restricted Stock Agreement may be obtained from American
Dental Technologies, Inc.
4.6 Removal of Restrictions. Except as otherwise provided in this Article
IV of the Plan, and subject to applicable federal and state securities laws,
shares covered by each Restricted Stock grant made under the Plan shall become
freely transferable by the Participant after the last day of the Restriction
Period. Once the shares are released from the restrictions, the Participant
shall be entitled to have the legend required by Section 4.5 of the Plan
removed from the certificate representing such shares. The Committee shall
have discretion to waive the applicable Restriction Period with respect to all
or any part of a Restricted Stock grant.
4.7 Voting Rights. During the Restriction Period, Participants holding
shares of Restricted Stock granted hereunder may exercise full voting rights
with respect to the Restricted Stock.
4.8 Dividends and Other Distribution. During the Restriction Period, a
Participant shall be entitled to receive all dividends and other distributions
paid with respect to shares of Restricted Stock. If any dividends or
distributions are paid in shares of Common Stock during the Restriction Period,
the dividend or other distribution shares shall be subject to the same
restrictions on transferability as the shares of Restricted Stock with respect
to which they were paid.
V. PERFORMANCE SHARE AWARDS
5.1 Grant of Performance Share Awards. The Committee, at its discretion,
may grant Performance Share Awards to Employees and Consultants and may
determine, on an individual or group basis, the performance goals to be
attained pursuant to each Performance Share Award.
5.2 Terms of Performance Share Awards. In general, Performance Share
Awards shall consist of rights to receive cash, Common Stock or a combination
of each, if designated performance goals are achieved. The terms of a
participant's Performance Share Award shall be set forth in the Agreement
relating to such Award. Each Agreement shall specify the performance goals
applicable to the Participant, the period over which the goals are to attained,
the payment schedule if the goals are attained, and any other terms, conditions
and restrictions applicable to an individual Performance Share Award and not
inconsistent with the provisions of the Plan. The Committee, at its
discretion, may waive all or part of the conditions, goals and restrictions
applicable to the receipt of full or partial payment of a Performance Share
Award.
VI. TERMINATION
6.1 Options. The time or times at which an Option (other than an Option
granted under Article III) shall terminate prior to its Expiration Date shall
be determined by the Committee in its discretion and set forth in the Agreement
relating to such Option. If a participant's Agreement does not specify such
time or times, the following shall apply:
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(a) If a Participant's employment, consulting arrangement or term of
office as a Director is terminated for any reason prior to the date that an
Option or a portion thereof first becomes exercisable, such Option or portion
thereof shall terminate and all rights thereunder shall cease.
(b) To the extent an Option is exercisable and unexercised on the date a
Participant's (other than a Nonemployee Director's) employment or consulting
arrangement is terminated.
(i) for any reason other than death, Disability or Retirement,
the Option shall terminate on the earlier of (A) the Expiration Date of the
Option; and (B) the first anniversary of such Participant's termination.
(ii) because the Participant has died or become subject to a
Disability, the Option shall terminate on the first anniversary of the date of
such Participant's death or Disability.
(iii) due to Retirement, the Option shall terminate on the
earlier of (A) the Expiration Date; and (B) the second anniversary of such
Participant's termination.
(c) To the extent an Option is exercisable and unexercised on the date a
Nonemployee Director's term of office as a Director is terminated for any
reason, the Option shall terminate on the earlier of (i) the Expiration Date of
the Option, or (ii) the first anniversary of the Participant's termination.
(d) During the period from the Participant's termination until the
termination of the Option, the Participant, or the person or persons to whom
the Option shall have been transferred by will or by the laws of decent and
distribution, may exercise the Option only to the extent that such Option was
exercisable on the date of the Participant's termination.
(e) The Committee may, at any time, accelerate the right of a
Participant to exercise an Option or extend the exercise period of such an
Option; provided, that no Option exercise period may be extended beyond the
Option's Expiration Date.
6.2 Restricted Stock. If a Participant's employment, consulting
arrangement or term of office is terminated for any reason, any shares of
Common Stock owned by a Participant which were the subject of a Restricted
Stock grant under the Plan and at the time of such termination are subject to a
Restriction Period shall be forfeited by the Participant to the Company upon
such termination; provided, that the Committee, in its sole discretion, may
waive the restrictions remaining on any or all shares of Restricted Stock as it
deems appropriate.
6.3 Performance Shares. Performance Share Awards shall expire and be
forfeited by a Participant upon termination of the Participant's employment or
consulting arrangement for any reason; provided; that the Committee, in its
discretion, may waive all or part of the conditions, goals and restrictions
applicable to the receipt of full or partial payment of a Performance Share
Award.
6.4 Other Provisions. The transfer of an Employee from one corporation to
another among the Corporation and any of its Subsidiaries, or a leave of
absence under the Corporation's leave policy, shall not be a termination of
employment for purposes of the Plan.
VII. ADJUSTMENTS AND CHANGE IN CONTROL
7.1 Adjustments. In the event that the Committee shall determine that any
dividend or other distribution (whether in the form of cash, Common Stock,
other securities, stock split, reorganization, merger, consolidation, split-up,
spin-off, combination, repurchase, or exchange of Common Stock or other
securities of the Corporation, issuance of warrants or other rights to purchase
Common Stock or other securities of the Corporation, or other similar corporate
transaction
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or event affects the Common Stock such that an adjustment is determined by the
Committee to be appropriate in order to prevent dilution or enlargement of the
benefits or potential benefits intended to be made available under the Plan,
then the Committee shall, in such manner as it may deem equitable, adjust any
or all of (a) the number and type of shares of Common Stock which thereafter
may be made the subject of grants and awards under the Plan; (b) the number and
type of shares of Common Stock subject to outstanding grants and awards; (c)
the exercise price with respect to any Option, or, if deemed appropriate, make
provision for a cash payment to the holder of an outstanding Option; and (d)
any performance related conditions of any outstanding grants and awards based
upon the price of Common Stock; provided, in each case, that with respect to
Incentive Stock Options no such adjustment shall be authorized to the extent
that such authority would cause the Plan to violate Section 422 of the Code or
any successor provision thereto; and provided further, that any such adjustment
shall provide for the elimination of any fractional share which might otherwise
become subject to an Option, Restricted Stock grant or Performance Share Award.
7.2 Change in Control. Notwithstanding anything contained herein to the
contrary, upon a Change in Control, (i) any outstanding Option granted
hereunder immediately shall become exercisable in full, regardless of any
installment provision applicable to such Option; (ii) the remaining Restriction
Period on any Restricted Stock granted hereunder immediately shall lapse and
the shares shall become fully transferable, subject to any applicable federal
or state securities laws; and (iii) all performance goals and conditions shall
be deemed to have been satisfied and all restrictions shall lapse on any
outstanding Performance Share Awards, which immediately shall become payable in
full.
VIII. MISCELLANEOUS
8.1 Partial Exercise/Fractional Shares. The Committee shall permit, and
shall establish procedures for, the partial exercise of Options under the Plan.
No fractional shares shall be issued in connection with the exercise of a
Performance Share Award; instead, the Fair Market Value of the fractional
shares shall be paid in cash, or at the discretion of the Committee, the number
of shares shall be rounded down to the nearest whole number of shares and any
fractional shares shall be disregarded.
8.2 Rule 16b-3 Requirements. Notwithstanding any other provision of the
Plan, the Committee may impose such conditions on the exercise of an Option, or
the grant of Restricted Stock or a Performance Share Award (including, without
limitation, the right of the Committee to limit the time of exercise to
specified periods) as may be required to satisfy the requirements of Rule
16b-3.
8.3 Rights Prior to Issuance of Shares. No Participant shall have any
rights as a shareholder with respect to shares covered by an Option, Restricted
Stock grant or Share Performance Award until the issuance of a stock
certificate for such shares. No adjustment shall be made for dividends or
other rights with respect to such shares for which the record date is prior to
the date the certificate is issued.
8.4 Non-Assignability. No Option, Restricted Stock grant or Performance
Share Award shall be transferred by a Participant except by will or the laws
of descent and distribution or pursuant to a qualified domestic relations order
as defined by the Code or Title I of the Employee Retirement Income Security
Act. During the lifetime of a Participant, an Option shall be exercised only
by the Participant. No transfer of an Option, Restricted Stock grant or
Performance Share Award by will or the laws of descent and distribution shall
be effective to bind the Corporation unless the Corporation shall have been
furnished with written notice thereof and a copy of the will or such evidence
as the Corporation may deem necessary to establish the validity of the transfer
and the acceptance by the transferee of the terms and conditions of the Option,
Restricted Stock grant or Performance Share Award.
8.5 Securities Laws.
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(a) Anything to the contrary herein notwithstanding, the Corporation's
obligation to sell and deliver Common Stock pursuant to the exercise of an
Option or deliver Common Stock pursuant to a Restricted Stock grant or
Performance Share Award is subject to such compliance with federal and state
laws, rules and regulations applying to the authorization, issuance or sale of
securities as the Corporation deems necessary or advisable. The Corporation
shall not be required to sell and deliver Common Stock unless and until it
receives satisfactory assurance that the issuance or transfer of such shares
shall not violate any of the provisions of the Securities Act of 1933 or the
Exchange Act, or the rules and regulations of the Securities and Exchange
Commission promulgated thereunder or those of the National Association of
Securities Dealers, Inc. or any stock exchange on which the Common Stock may be
listed, the provisions of any state laws governing the sale of securities, or
that there has been compliance with the provisions of such acts, rules,
regulations and laws.
(b) The Committee may impose such restrictions on any shares of Common
Stock acquired pursuant to the exercise of an Option or the grant of Restricted
Stock or a Performance Share Award under the Plan as it may deem advisable,
including, without limitation, restrictions (i) under applicable federal
securities laws; (ii) under the requirements of the Nasdaq Stock Market
(including, without limitation, with respect to securities traded on the Nasdaq
National Market or the Nasdaq SmallCap Market) or any stock exchange or other
recognized trading market upon which such shares of Common Stock are then listed
or traded; and (iii) under any blue sky or state securities laws applicable to
such shares. No shares shall be issued until counsel for the Corporation has
determined that the Corporation has complied with all requirements under
appropriate securities laws.
8.6 Withholding Taxes.
The Corporation shall have the right to withhold from a Participant's
compensation or require a Participant to remit sufficient funds to satisfy
applicable withholding for income and employment taxes upon the exercise of an
Option or the lapse of the Restriction Period on a Restricted Stock grant or
the payment of a Performance Share Award. At the discretion of the Committee,
a Participant may make a written election to tender previously acquired shares
of Common Stock or have shares of stock withheld from the shares otherwise to
be received pursuant to the Option exercise, Restricted Stock grant or
Performance Share Award, provided that the shares have an aggregate Fair Market
Value sufficient to satisfy in whole or in part the applicable withholding
taxes. The cashless exercise procedure described in Section 2.4 may be
utilized to satisfy the withholding requirements related to the exercise of an
Option.
8.7 Termination and Amendment.
(a) The Board may terminate the Plan, or the granting of Options,
Restricted Stock or Performance Share Awards under the Plan, at any time. No
new grants or awards shall be made under the Plan after March 22, 2003.
(b) The Board may amend or modify the Plan at any time and from time
to time, but no amendment or modification, without the approval of the
stockholders of the Corporation, shall (i) materially increase the benefits
accruing to participants under the Plan; (ii) increase the amount of Common
Stock for which grants and awards may be made under the Plan, except as
permitted under Section 1.6 and 7.1; or (iii) change the provisions relating to
the eligibility of individuals to whom grants and awards may be made under the
Plan, unless permitted by Rule 16b-3 without stockholder approval.
(c) No amendment, modification, or termination of the Plan shall in
any manner affect any Option, Restricted Stock grant or Performance Share Award
granted under the Plan without the consent of the Participant holding the
Option, Restricted Stock grant or Performance Share Award.
9
<PAGE> 10
8.8 Effect on Employment or Service. Neither the adoption of the Plan nor
the granting of any Option, Restricted Stock or Performance Share Award
pursuant to the Plan shall be deemed to create any right in any individual to
be retained or continued as an Employee, as a Consultant or as a Director, as
applicable.
8.9 Use of Proceeds. The proceeds received from the sale of Common Stock
pursuant to the Plan shall be used for general corporate purposes of the
Corporation.
8.10 Approval of the Plan. The Plan shall be subject to the approval of
the holders of at least a majority of the Common Stock of the Corporation
present and entitled to vote at a meeting of stockholders of the Corporation
held within 12 months after the adoption of the Plan by the Board. Any Option,
Restricted Stock or Performance Share Award granted under the Plan on or after
March 23, 1993 prior to such stockholder approval shall be conditioned upon
receipt of such approval and may not be exercised in whole or in part unless
the Plan has been approved by the stockholders as provided herein. If not
approved by stockholders within 12 months after approval by the Board, the Plan
shall be rescinded and any Options, Restricted Stock grants or Performance
Share Awards granted under the Plan shall be void retroactive to the Grant
Date.
BOARD APPROVAL: 3/23/93
3/07/94 (as amended and restated)
3/25/96 (as amended and restated)
STOCKHOLDER APPROVAL: 5/25/93
5/24/94 (as amended and restated)
7/29/96 (as amended and restated)
10
<PAGE> 1
EXHIBIT 5.1
[RAYMOND F. WINTER, ATTORNEY LETTERHEAD]
September 26, 1996
American Dental Technologies, Inc.
28411 Northwestern Highway, Suite 1100
Southfield, Michigan 48034-5541
Gentlemen:
I am the Secretary and general counsel to American Dental Technologies,
Inc. (the "Company") in connection with the preparation of the Registration
Statement on Form S-8 (the "Registration Statement') to be filed by the Company
with the Securities and Exchange Commission under the Securities Act of 1993,
as amended, registering for issuance in the manner described in the
Registration Statement an additional 1,000,000 shares of the Company's common
stock (the "Common Stock") pursuant to the Company's Amended and Restated
Long-Term Incentive Plan.
I have examined and relied upon the originals, or copies certified or
otherwise identified to my satisfaction, of such corporate records, documents,
certificates and other instruments as in my judgment are necessary or
appropriate to enable me to render the opinions expressed below.
Based upon such examination and my participation in the preparation of the
Registration Statement, it is my opinion that (1) the Company is duly
incorporated and validly existing as a corporation in good standing under the
laws of Delaware and (2) the Common Stock, when issued in the manner described
in the Registration Statement, will be validly issued, fully paid and
nonassessable.
I consent to the filing of this opinion as Exhibit 5.1 to the Registration
Statement.
Sincerely,
Raymond F. Winter
<PAGE> 1
EXHIBIT 23.1
Consent of Independent Auditors
We consent to the incorporation by reference in this Registration Statement on
Form S-8 pertaining to the Amended and Restated Long-Term Incentive Plan of
American Dental Technologies, Inc., of our report dated March 7, 1996, with
respect to the consolidated financial statements and schedule of American
Dental Technologies, Inc. included in its Annual Report (Form 10-K) for the
year ended December 31, 1995, filed with the Securities and Exchange
Commission.
Ernst & Young
September 26, 1996
