<PAGE>
Registration No. 333-
-------
- ------------------------------------------------------------------------------
- ------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-----------------
FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
-----------------
STIMSONITE CORPORATION
(Exact Name of Registrant as Specified in Its Charter)
DELAWARE 36-3718658
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
7542 NORTH NATCHEZ AVENUE, NILES, ILLINOIS 60714
(Address, Including Zip Code, of Principal Executive Offices)
NONQUALIFIED STOCK OPTION AGREEMENT DATED AS OF
FEBRUARY 12, 1998 BETWEEN DONALD H. HAIDER
AND STIMSONITE CORPORATION
(Full Title of the Plan)
Thomas C. Ratchford
Vice President-Finance, Chief Financial Officer,
Treasurer and Secretary
7542 North Natchez Avenue
Niles, Illinois 60714
(Name and Address of Agent for Service)
(847) 647-7717
(Telephone Number, Including Area Code, of Agent For Service)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------
- ------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
PROPOSED PROPOSED
TITLE OF MAXIMUM MAXIMUM
SECURITIES TO OFFERING AGGREGATE AMOUNT OF
BE AMOUNT TO BE PRICE PER OFFERING REGISTRATION
REGISTERED REGISTERED SHARE PRICE FEE
-------------- ------------ --------- --------- ------------
Common Stock,
$.01 par value 10,000 shares $5.38(1) $53,800(1) $16
- ------------------------------------------------------------------------------
- ------------------------------------------------------------------------------
</TABLE>
(1) Pursuant to Rule 457(h) under the Securities Act of 1933, this estimate is
made solely for the purpose of calculating the amount of the registration
fee and is based on the exercise price of the options.
<PAGE>
PART II
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents heretofore filed by Stimsonite Corporation (the
"Company") with the Securities and Exchange Commission (the "Commission") are
incorporated herein by reference:
(1) The Company's Annual Report on Form 10-K for the year ended December
31, 1997; and
(2) The description of the Company's common stock, $.01 par value,
contained or incorporated by reference in the Company's Registration
Statement on Form 8-A filed with the Commission on November 30, 1993,
including any amendment or report filed for the purpose of updating
that description.
All documents that shall be filed by the Company pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934 subsequent
to the filing of this registration statement and prior to the filing of a
post-effective amendment indicating that all securities offered have been
sold or deregistering all securities then remaining unsold thereunder shall
be deemed to be incorporated herein by reference and shall be deemed to be a
part hereof from the date of filing thereof.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
As permitted by the Delaware General Corporation Law ("GCL"), the
Company's Certificate of Incorporation, as amended (the "Certificate")
provides that no director shall be personally liable to the Company or any
stockholder for monetary damages for breach of fiduciary duty as a director,
except for liability: (i) arising from payment of dividends or approval of a
stock purchase in violation of Section 174 of the GCL; (ii) for any breach of
the duty of loyalty to the Company or its stockholders; (iii) for acts or
omissions not in good faith; or (iv) for any action from which the director
derived an improper personal benefit. While the Certificate provides
protection from awards for monetary damages for breaches of the duty of care,
it does not eliminate the director's duty of care. Accordingly, the
Certificate will not affect the availability of equitable remedies, such as
an injunction, based on a director's breach of the duty of care. The
provisions of the Certificate described above apply to officers of the
Company only if they are directors of the Company and are acting in their
capacity as directors, and does not apply to officers of the Company who are
not directors.
In addition, the Company's By-Laws provide that the Company shall
indemnify its officers and directors, and any employee who serves as an
officer or director of any corporation at the Company's request, to the
fullest extent permitted under and in accordance with the GCL. Under the
GCL, directors and officers as well as employees and individuals may be
indemnified against expenses (including attorneys' fees), judgments, fines
and amounts paid in settlement in connection
II-2
<PAGE>
with specified actions, suits or proceedings, whether civil, criminal,
administrative or investigative (other than an action by or in the right of
the corporation as a derivative action) if they acted in good faith and in a
manner they 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 their conduct was unlawful.
The Company has director and officer liability insurance under which
each director and certain officers of the Company are insured against certain
liabilities.
ITEM 8. EXHIBITS.
<TABLE>
<CAPTION>
<C> <S>
4.1 Certificate of Incorporation of the Company, incorporated by reference
to Exhibit 3.1 to the Company's Annual Report on Form 10-K for the
fiscal year ended December 31, 1993 (Commission File No. 0-22978) (the
"1993 10-K").
4.2 By-laws of the Company, as amended to date, incorporated by reference
to Exhibit 3.2 to the 1993 10-K.
4.3 Registration Rights Agreement, dated as of October 19, 1993, among the
Company, Quad-C Partners, L.P., Quad-C Partners C.V. and Commonwealth
Investors, L.P., incorporated by reference to Exhibit 4.1 to the
Company's Registration Statement on Form S-1, as amended (Commission
File No. 33-70633).
4.4 Non-qualified Stock Option Agreement, dated as of February 13, 1998,
between Donald H. Haider and the Company.
5 Opinion of Jones, Day, Reavis & Pogue as to the validity of the
securities registered hereunder.
23.1 Consent of Jones, Day, Reavis & Pogue (set forth in their opinion
filed as Exhibit 5 to this Registration Statement).
23.2 Consent of Coopers & Lybrand L.L.P.
24 Powers of Attorney.
</TABLE>
ITEM 9. UNDERTAKINGS.
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:
II-3
<PAGE>
(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 the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the
registration statement. Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered) and any
deviation from the low or high end of the estimated maximum offering range
may be reflected in the form of prospectus filed with the Commission
pursuant to Rule 424(b) if, in the aggregate, the changes in volume and
price represent no more than 20 percent change in the maximum aggregate
offering price set forth in the "Calculation of Registration Fee" table in
the effective registration statement;
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in the registration
statement or any material change to such information in the registration
statement;
PROVIDED, HOWEVER, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if
the registration statement is on Form S-3 or Form S-8, and the information
required to be included in a post-effective amendment by those paragraphs is
contained in periodic reports filed with or furnished to the Commission by
the registrant pursuant to Section 13 or 15(d) of the Securities Exchange Act
of 1934 that are incorporated by reference in the 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 which remain unsold at the
termination of the offering.
(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 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 that 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,
II-4
<PAGE>
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.
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 Niles, State of Illinois, on this
8th day of April, 1998.
STIMSONITE CORPORATION
By: /s/ THOMAS C. RATCHFORD
--------------------------------------------
Thomas C. Ratchford
Vice President - Finance, Chief Financial
Officer, Treasurer and Secretary
II-5
<PAGE>
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<C> <S> <C>
/s/ ROBERT E. STUTZ President and Chief April 8, 1998
- ------------------------ Executive Officer (Principal
Robert E. Stutz Executive Officer); Director
/s/ THOMAS C. RATCHFORD Vice President - Finance, April 8, 1998
- ------------------------ Chief Financial Officer,
Thomas C. Ratchford Treasurer and Secretary
(Principal Financial and
Accounting Officer)
* Director
- -----------------------
Terrence D. Daniels
* Director
- -----------------------
Lawrence S. Eagleburger
* Chairman of the Board
- ----------------------- and Director
Donald H. Haider
* Director
- -----------------------
Edward T. Harvey, Jr.
* Director
- -----------------------
Anthony R. Ignaczak
* Director
- -----------------------
Richard J.M. Poulson
* Director
- -----------------------
Jay R. Taylor
</TABLE>
* This registration statement has been signed on behalf of the above-named
directors of the Company by Thomas C. Ratchford, Vice President - Finance,
Chief Financial Officer, Treasurer and Secretary of the Company, as
attorney-in-fact pursuant to a power of attorney filed with the Securities
and Exchange Commission as Exhibit 24 to this Registration Statement.
DATED: April 8, 1998 By: /s/ THOMAS C. RATCHFORD
--------------------------------------------
Thomas C. Ratchford, Attorney-in-Fact
II-6
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit
Number Exhibit Description
------- -------------------
<C> <S>
4.1 Certificate of Incorporation of the Company,
incorporated by reference to Exhibit 3.1 to the
Company's Annual Report on Form 10-K for the
fiscal year ended December 31, 1993 (Commission
File No. 0-22978) (the "1993 10-K").
4.2 By-laws of the Company, as amended to date,
incorporated by reference to Exhibit 3.2 to the
1993 10-K.
4.3 Registration Rights Agreement, dated as of
October 19, 1993, among the Company, Quad-C
Partners, L.P., Quad-C Partners C.V. and
Commonwealth Investors, L.P., incorporated by
reference to Exhibit 4.1 to the Company's
Registration Statement on Form S-1, as amended
(Commission File No. 33-70633).
4.4 Non-qualified Stock Option Agreement, dated as
of February 13, 1998, between Donald H. Haider
and the Company.
5 Opinion of Jones, Day, Reavis & Pogue as to the
validity of the securities registered hereunder.
23.1 Consent of Jones, Day, Reavis & Pogue (set forth
in their opinion filed as Exhibit 5 to this
Registration Statement).
23.2 Consent of Coopers & Lybrand L.L.P.
24 Powers of Attorney.
</TABLE>
<PAGE>
Exhibit 4
STIMSONITE CORPORATION
NON QUALIFIED STOCK OPTION AGREEMENT
NON QUALIFIED STOCK OPTION AGREEMENT, dated as of February 12, 1998
(this "Agreement"), between Donald H. Haider ("Optionee") and Stimsonite
Corporation, a Delaware Corporation (the "Company").
W I T N E S S E T H:
WHEREAS, Optionee is a director of the Company and serves as its
Chairman of the Board; and
WHEREAS, the Board of Directors (the "Board") of the Company wish to
provide Optionee additional compensation and incentive for his activities as
Chairman of the Board;
WHEREAS, the execution of a non qualified stock option agreement in
the form hereof has been duly authorized by a resolution of the Board of
Directors ("the Board") of the Company duly adopted on February 12, 1998 (the
"Date of Grant") and incorporated herein by reference; and
WHEREAS, the option granted hereunder is intended as a non
qualified stock option and shall not be treated as an "incentive stock
option" within the meaning of that term under Section 422 of the Internal
Revenue Code of 1986 (the "Code").
NOW, THEREFORE, in consideration of the foregoing and the mutual
agreements herein contained, the parties hereto hereby agree as follows:
1. OPTION.
The Company hereby grants to Optionee an option (the "Option") to
purchase up to 10,000 shares (the "Option Shares") of the Company's Common
Stock, par value $.01 per share ("Common Shares"), at the price of $53,800
($5.38 per share) (the "Option Price"), which is the fair market value of the
Common Shares as of the Date of Grant, and agrees to cause certificates for
any Common Shares purchased hereunder to be delivered to Optionee upon full
payment of the Option Price in full, subject to the applicable terms and
conditions hereinafter set forth.
<PAGE>
2. VESTING OF OPTION SHARES
(a) Unless and until terminated as hereinafter provided, the
Option shall become exercisable to the extent of one-third of the Option
Shares (rounded to the nearest whole share) on February 12 in each of 2000,
2001 and 2002 as long as Optionee continuously serves as a director of the
Company. To the extent that the Option shall have become exercisable, it may
be exercised in whole or in part from time to time.
(b) Notwithstanding the provisions of paragraph 2 (a) above, the
Option shall become immediately exercisable to the extent of 100% of the
Option Shares upon the occurrence of a Change in Control. If any event or
series of events constituting a Change in Control shall be abandoned, the
effect thereof shall be null and of no further force and effect and the
provisions of Section 2 (a) shall be reinstated but without prejudice to any
exercise of the Option that may have occurred prior to such nullification.
(c) Notwithstanding the provisions of paragraph 2 (a) above, the
Option shall become immediately exercisable to the extent of 100% of the Option
Shares upon the death or Disability of Optionee.
3. EXERCISES.
(a) This Option, to the extent exercisable as provided in Section
2, may be exercised by Optionee by delivery to the Company of (i) an Exercise
Notice in the form attached to this Agreement as Annex A, appropriately
completed and duly executed and dated by Optionee, (ii) payment in full of
the Option Price for the number of Option Shares which Optionee is purchasing
hereunder, and (iii) payment in full to the Company of any amounts required
to be paid pursuant to Section 3(c).
(b) The Option Price shall be payable (a) in cash or check
acceptable to the Company, (b) by transfer to the Company of Common Shares
that have been owned by Optionee for more than six months prior to the date
of exercise, or (c) by a combination of any of the foregoing methods of
payment. The requirement of payment in cash shall be deemed satisfied if
Optionee shall have made arrangements satisfactory to the Company with a
broker who is a member of the National Association of Securities Dealers,
Inc. to sell on the date of exercise a sufficient number of the Common Shares
being purchased so that the net proceeds of the sale transaction will at
least equal the aggregate Option Price, plus interest at the applicable
federal rate for the period from the date of exercise to the date of payment,
and pursuant to which the broker undertakes to deliver the aggregate Option
Price, plus such interest, to the Company not later than the date on which
the sale transaction will settle in the ordinary course of business.
2
<PAGE>
(c) If the Company shall be required to withhold any federal,
state, local or foreign tax in connection with an exercise of the Option, it
shall be a condition to the exercise that Optionee pay the tax or make
provisions that are satisfactory to the Company for the payment thereof.
(d) The Company will not be required to issue any fractional
shares in connection with any exercise of the Option.
4. TERMINATION OF OPTION.
The Option shall terminate on the earliest of the following dates:
(a) Three months following the effective date of the Optionee's
Termination of Service (as defined in Section 10 hereof), if such Termination
of Service results other than from Optionee's death or Disability;
(b) One year following the effective date of the Optionee's
Termination of Service, if such Termination of Service results from
Optionee's death or Disability; and
(c) Ten years from the date of this Agreement.
5. LIMITATIONS ON EXERCISE OF OPTION.
Notwithstanding any other provision of this agreement, the Option
shall not be exercisable if the exercise would involve a violation of any
applicable federal or state securities law, and the Company shall make
reasonable efforts to comply with all such laws. The Company shall not be
deemed, by reason of the granting of the Option, to have any obligation to
register the Option Shares under the Securities Act of 1933 or to maintain any
registration which may be made under such Act.
6. ADJUSTMENTS.
(a) The Committee may make or provide for such adjustments in the
number and kind of Option Shares and in the Option Price, as the Committee
may in good faith determine to be equitably required in order to prevent
dilution or expansion of the rights of Optionee that otherwise would result
from (a) any stock dividend, stock split, combination of shares,
recapitalization or other change in the capital structure of the Company, or
(b) any merger, consolidation, spin-off, spin-out, split-off, split-up,
reorganization, partial or complete liquidation or other distribution of
assets, issuance of warrants or other rights to purchase securities or any
other corporate transaction or event having an effect similar to the
foregoing.
(b) In the event of any such transaction or event, the Committee
may provide in substitution for the Option such alternative consideration as
it may in good
3
<PAGE>
faith determine to be equitable under the circumstances and may require in
connection therewith the surrender of the Option.
7. NO RIGHT TO SERVE AS A DIRECTOR.
Nothing in this Agreement shall entitle the Optionee to continue to
serve as a director of the Company or as its Chairman of the Board.
8. RIGHTS AS A STOCKHOLDER.
The holder of this Option shall not be, nor have any of the rights
or privileges of, a holder of Common Shares in respect of any Option Shares
unless and until certificates representing such shares have been issued by
the Company to such holder.
9. COMPLIANCE WITH CERTAIN LAWS.
Anything herein to the contrary notwithstanding, the Committee
reserves the right to limit the rights of Optionee to exercise the Option to
the extent necessary for the Option, its exercise or the sale of Option
Shares acquired thereunder (i) to be exempt from Section 16 (b) of the
Exchange Act of 1934, as amended; or (ii) to satisfy all applicable federal
and state securities laws.
10. DEFINITIONS.
For the purposes of this Agreement, the following terms have the
following meanings:
(a) "Change in Control" means the occurrence of any of the following
events:
(i) The execution by the Company of an agreement for the
merger, consolidation or reorganization into or with another corporation or
other legal person; PROVIDED, HOWEVER, that no such merger, consolidation or
reorganization shall constitute a Change in Control if as a result of such
merger, consolidation or reorganization not less than a majority of the
combined voting power of the then-outstanding securities of such corporation
or person immediately after such transaction are held in the aggregate by the
holders of securities entitled to vote generally in the election of directors
of the Company ("Voting Stock") immediately prior to such transaction;
(ii) The execution by the Company of an agreement for the
sale or other transfer of all or substantially all of its assets to another
corporation or other legal person; PROVIDED, HOWEVER, that no such sale or
other transfer shall constitute a Change in Control if as a result of such
sale or transfer not less than
4
<PAGE>
a majority of the combined voting power of the then-outstanding securities of
such corporation or person immediately after such sale or transfer is held in
the aggregate by the holders of Voting Stock of the Company immediately prior
to such sale or transfer;
(iii) There is a report filed on Schedule 13D or Schedule 14D-1
(or any successor schedule, form or report), each as promulgated pursuant to the
Securities Exchange Act of 1934, as amended (the "Exchange Act") disclosing that
any person (as the term "person" is used in Section 13 (d) (3) or Section 14 (d)
(2) of the Exchange Act) (other than Terrence D. Daniels or any of his
affiliates) has or intends to become the beneficial owner (as the term
"beneficial owner" is defined under Rule 13d-3 or any successor rule or
regulation promulgated under the Exchange Act) of securities representing a
majority or more of the combined voting power of the then-outstanding Voting
Stock, including, without limitation, pursuant to a tender offer or exchange
offer;
(iv) If, during any period of two consecutive years,
individuals who at the beginning of any such period constitute the directors
of the Company cease for any reason to constitute at least a majority
thereof; PROVIDED, HOWEVER, that for purposes of this subsection (iv) each
director who is first elected, or first nominated for election by the
Company's stockholders, by a vote of at least two-thirds of the directors of
the Company (or a committee thereof) then still in office who were directors
of the Company at the beginning of any such period shall be deemed to have
been a director of the Company at the beginning of such period; or
(v) except pursuant to a transaction described in the proviso
to subsection (i) of this definition, the Company adopts a plan for the
liquidation or dissolution of the Company.
(c) "Disability" means the inability to engage in any substantial
gainful activity by reason of any medically determinable physical or mental
impairment which can be expected to result in death or which has lasted or can
be expected to last for a continuous period of not less than 12 months. The
Optionee shall not be considered to be subject to a Disability until he
furnishes a certification from a practicing physician in good standing to the
effect that the Optionee meets the criteria described in this definition.
(d) "Termination of Service" means the time at which the Optionee
ceases to serve as a member of the Board of Directors of the Company for any
reason, with or without cause, which includes termination by resignation,
removal, death or retirement.
11. SEVERABILITY.
5
<PAGE>
In the event that one or more of the provisions of this agreement
shall be invalidated for any reason by a court of competent jurisdiction, any
provisions so invalidated shall be deemed to be separable from the other
provisions hereof, and the remaining provisions hereof shall continue to be
valid and fully enforceable.
12. GOVERNING LAW.
This agreement is made under, and shall be construed in accordance
with, the laws of the State of Delaware.
This Agreement is executed by the Company as of the 12th day of February 1998.
STIMSONITE CORPORATION
By /s/ ROBERT E. STUTZ
----------------------
Robert E. Stutz
President and Chief
Executive Officer
The undersigned Optionee hereby acknowledges receipt of an executed
original of this Non qualified Stock Option Agreement and accepts the Option
subject to the applicable terms and conditions hereinabove set forth.
/s/ DONALD H. HAIDER
----------------------
Donald H. Haider
6
<PAGE>
ANNEX A
to
NON QUALIFIED STOCK OPTION AGREEMENT
FORM OF EXERCISE NOTICE
Pursuant to the Non qualified Stock Option Agreement dated as of February
12, 1998 between the undersigned and Stimsonite Corporation (the "Company"), the
undersigned hereby elects to exercise his/her Option as follows:
(a) Number of shares purchased: .
----------------------------
(b) Total purchase price ((a) x $5.38): $ .
------------------
Please issue a single certificate for the shares being purchased in the
name of the undersigned. The registered address on such certificate should be:
---------------------------------------------------
---------------------------------------------------
The undersigned's social security number is: .
----------------------------------
Date:
---------------------------------- ----------------------------------
Optionee
7
<PAGE>
Exhibit 5
[LETTERHEAD OF JONES, DAY, REAVIS & POGUE]
April 8, 1998
Stimsonite Corporation
7542 North Natchez Avenue
Niles, Illinois 60714
Re: Nonqualified Stock Option Agreement dated as of February 12, 1998
between Donald H. Haider and Stimsonite Corporation
-----------------------------------------------------------------
Ladies and Gentlemen:
We have acted as counsel for Stimsonite Corporation, a Delaware
corporation (the "Company"), in connection with the Nonqualified Stock Option
Agreement dated as of February 12, 1998 between Donald H. Haider and the
Company (the "Agreement"). We have examined such documents, records and
matters of law as we have deemed necessary for purposes of this opinion, and
based thereupon we are of the opinion that the shares of the Company's Common
Stock, par value $.01 per share ("Common Stock"), that may be issued and sold
pursuant to the Agreement are duly authorized and, when issued and sold in
accordance with the Agreement, will be validly issued, fully paid and
nonassessable so long as the consideration received by the Company is at
least equal to the stated par value of such shares of Common Stock.
We hereby consent to the filing of this opinion as Exhibit 5 to the
Registration Statement on Form S-8 filed by the Company to effect
registration of the shares of Common Stock to be issued and sold pursuant to
the Agreement under the Securities Act of 1933.
Very truly yours,
/s/ JONES, DAY, REAVIS & POGUE
<PAGE>
Exhibit 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this Registration
Statement of Stimsonite Corporation on Form S-8, pertaining to the
Nonqualified Stock Option Agreement dated as of February 12, 1998 between
Donald H. Haider and Stimsonite Corporation, of our report dated February 13,
1998, on our audits of the consolidated financial statements and financial
statement schedule of Stimsonite Corporation and subsidiaries as of December
31, 1997 and 1996, and for each of the three years in the period ended
December 31, 1997, which report is included in Stimsonite Corporation's
Annual Report on Form 10-K for the year ended December 31, 1997, filed with
the Securities and Exchange Commission.
COOPERS & LYBRAND L.L.P.
Chicago, Illinois
April 8, 1998
<PAGE>
Exhibit 24
POWER OF ATTORNEY
The undersigned, as a director of Stimsonite Corporation (the
"Company"), does hereby constitute and appoint Robert E. Stutz and Thomas C.
Ratchford, and each of them, as his true and lawful attorney-in-fact and
agent, with full power of substitution and resubstitution, for him and in his
name, place and stead, in any and all capacities, to sign a Registration
Statement on Form S-8 and any and all amendments thereto relating to the
registration of shares of the Company's Common Stock, $.01 par value,
pursuant to the Nonqualified Stock Option Agreement dated as of February 12,
1998 between Donald H. Haider and the Company, and to file the same, with
exhibits and schedules thereto, and other documents in connection therewith,
with the Securities and Exchange Commission, granting unto said
attorney-in-fact full power and authority to do and perform each and every
act and thing necessary or desirable to be done in and about the premises, as
fully to all intents and purposes as he might or could do in person, thereby
ratifying and confirming all that said attorney-in-fact, or his substitute,
may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, I have hereunto set my hand this 31st day of March,
1998.
/s/ TERRENCE D. DANIELS
--------------------------------------
Terrence D. Daniels
<PAGE>
POWER OF ATTORNEY
The undersigned, as a director of Stimsonite Corporation (the
"Company"), does hereby constitute and appoint Robert E. Stutz and Thomas C.
Ratchford, and each of them, as his true and lawful attorney-in-fact and
agent, with full power of substitution and resubstitution, for him and in his
name, place and stead, in any and all capacities, to sign a Registration
Statement on Form S-8 and any and all amendments thereto relating to the
registration of shares of the Company's Common Stock, $.01 par value,
pursuant to the Nonqualified Stock Option Agreement dated as of February 12,
1998 between Donald H. Haider and the Company, and to file the same, with
exhibits and schedules thereto, and other documents in connection therewith,
with the Securities and Exchange Commission, granting unto said
attorney-in-fact full power and authority to do and perform each and every
act and thing necessary or desirable to be done in and about the premises, as
fully to all intents and purposes as he might or could do in person, thereby
ratifying and confirming all that said attorney-in-fact, or his substitute,
may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, I have hereunto set my hand this 23rd day of March,
1998.
/s/ LAWRENCE S. EAGLEBURGER
--------------------------------------
Lawrence S. Eagleburger
<PAGE>
POWER OF ATTORNEY
The undersigned, as a director of Stimsonite Corporation (the
"Company"), does hereby constitute and appoint Robert E. Stutz and Thomas C.
Ratchford, and each of them, as his true and lawful attorney-in-fact and
agent, with full power of substitution and resubstitution, for him and in his
name, place and stead, in any and all capacities, to sign a Registration
Statement on Form S-8 and any and all amendments thereto relating to the
registration of shares of the Company's Common Stock, $.01 par value,
pursuant to the Nonqualified Stock Option Agreement dated as of February 12,
1998 between Donald H. Haider and the Company, and to file the same, with
exhibits and schedules thereto, and other documents in connection therewith,
with the Securities and Exchange Commission, granting unto said
attorney-in-fact full power and authority to do and perform each and every
act and thing necessary or desirable to be done in and about the premises, as
fully to all intents and purposes as he might or could do in person, thereby
ratifying and confirming all that said attorney-in-fact, or his substitute,
may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, I have hereunto set my hand this 19th day of March,
1998.
/s/ DONALD H. HAIDER
--------------------------------------
Donald H. Haider
<PAGE>
POWER OF ATTORNEY
The undersigned, as a director of Stimsonite Corporation (the
"Company"), does hereby constitute and appoint Robert E. Stutz and Thomas C.
Ratchford, and each of them, as his true and lawful attorney-in-fact and
agent, with full power of substitution and resubstitution, for him and in his
name, place and stead, in any and all capacities, to sign a Registration
Statement on Form S-8 and any and all amendments thereto relating to the
registration of shares of the Company's Common Stock, $.01 par value,
pursuant to the Nonqualified Stock Option Agreement dated as of February 12,
1998 between Donald H. Haider and the Company, and to file the same, with
exhibits and schedules thereto, and other documents in connection therewith,
with the Securities and Exchange Commission, granting unto said
attorney-in-fact full power and authority to do and perform each and every
act and thing necessary or desirable to be done in and about the premises, as
fully to all intents and purposes as he might or could do in person, thereby
ratifying and confirming all that said attorney-in-fact, or his substitute,
may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, I have hereunto set my hand this 19th day of March,
1998.
/s/ EDWARD T. HARVEY, JR.
--------------------------------------
Edward T. Harvey, Jr.
<PAGE>
POWER OF ATTORNEY
The undersigned, as a director of Stimsonite Corporation (the "Company"),
does hereby constitute and appoint Robert E. Stutz and Thomas C. Ratchford, and
each of them, as his true and lawful attorney-in-fact and agent, with full power
of substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities, to sign a Registration Statement on Form S-8 and any and
all amendments thereto relating to the registration of shares of the Company's
Common Stock, $.01 par value, pursuant to the Nonqualified Stock Option
Agreement dated February 12, 1998 between Donald H. Haider and the Company, and
to file the same, with exhibits and schedules thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorney-in-fact full power and authority to do and perform each and every
act and thing necessary or desirable to be done in and about the premises, as
fully to all intents and purposes as he might or could do in person, thereby
ratifying and confirming all that said attorney-in-fact, or his substitute, may
lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, I have hereunto set my hand this 21st day of March,
1998.
/s/ ANTHONY R. IGNACZAK
--------------------------------------
Anthony R. Ignaczak
<PAGE>
POWER OF ATTORNEY
The undersigned, as a director of Stimsonite Corporation (the
"Company"), does hereby constitute and appoint Robert E. Stutz and Thomas C.
Ratchford, and each of them, as his true and lawful attorney-in-fact and
agent, with full power of substitution and resubstitution, for him and in his
name, place and stead, in any and all capacities, to sign a Registration
Statement on Form S-8 and any and all amendments thereto relating to the
registration of shares of the Company's Common Stock, $.01 par value,
pursuant to the Nonqualified Stock Option Agreement dated as of February 12,
1998 between Donald H. Haider and the Company, and to file the same, with
exhibits and schedules thereto, and other documents in connection therewith,
with the Securities and Exchange Commission, granting unto said
attorney-in-fact full power and authority to do and perform each and every
act and thing necessary or desirable to be done in and about the premises, as
fully to all intents and purposes as he might or could do in person, thereby
ratifying and confirming all that said attorney-in-fact, or his substitute,
may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, I have hereunto set my hand this 31st day of March,
1998.
/s/ RICHARD J.M. POULSON
--------------------------------------
Richard J.M. Poulson
<PAGE>
POWER OF ATTORNEY
The undersigned, as a director of Stimsonite Corporation (the
"Company"), does hereby constitute and appoint Robert E. Stutz and Thomas C.
Ratchford, and each of them, as his true and lawful attorney-in-fact and
agent, with full power of substitution and resubstitution, for him and in his
name, place and stead, in any and all capacities, to sign a Registration
Statement on Form S-8 and any and all amendments thereto relating to the
registration of shares of the Company's Common Stock, $.01 par value,
pursuant to the Nonqualified Stock Option Agreement dated as of February 12,
1998 between Donald H. Haider and the Company, and to file the same, with
exhibits and schedules thereto, and other documents in connection therewith,
with the Securities and Exchange Commission, granting unto said
attorney-in-fact full power and authority to do and perform each and every
act and thing necessary or desirable to be done in and about the premises, as
fully to all intents and purposes as he might or could do in person, thereby
ratifying and confirming all that said attorney-in-fact, or his substitute,
may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, I have hereunto set my hand this 23rd day of March,
1998.
/s/ JAY R. TAYLOR
--------------------------------------
Jay R. Taylor
<PAGE>
POWER OF ATTORNEY
The undersigned, as a director of Stimsonite Corporation (the
"Company"), does hereby constitute and appoint Robert E. Stutz and Thomas C.
Ratchford, and each of them, as his true and lawful attorney-in-fact and
agent, with full power of substitution and resubstitution, for him and in his
name, place and stead, in any and all capacities, to sign a Registration
Statement on Form S-8 and any and all amendments thereto relating to the
registration of shares of the Company's Common Stock, $.01 par value,
pursuant to the Nonqualified Stock Option Agreement dated as of February 12,
1998 between Donald H. Haider and the Company, and to file the same, with
exhibits and schedules thereto, and other documents in connection therewith,
with the Securities and Exchange Commission, granting unto said
attorney-in-fact full power and authority to do and perform each and every
act and thing necessary or desirable to be done in and about the premises, as
fully to all intents and purposes as he might or could do in person, thereby
ratifying and confirming all that said attorney-in-fact, or his substitute,
may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, I have hereunto set my hand this 31st day of March,
1998.
/s/ ROBERT E. STUTZ
--------------------------------------
Robert E. Stutz
