<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 4, 1998
REGISTRATION NO. 333-
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------------
FORM S-8
REGISTRATION STATEMENT
Under
The Securities Act of 1933
ZEBRA TECHNOLOGIES CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 36-2675536
(State or other jurisdiction of (IRS Employer Identification
of incorporation or organization) Number)
333 CORPORATE WOODS PARKWAY, VERNON HILLS, ILLINOIS 60061-3109, (847) 634-6700
(Address of Principal Executive Offices including Zip Code)
ZEBRA TECHNOLOGIES CORPORATION 1997 STOCK OPTION PLAN
(Full title of plans)
EDWARD L. KAPLAN
333 CORPORATE WOODS PARKWAY, VERNON HILLS, ILLINOIS 60061-3109, (847) 634-6700
(Name, address and telephone number of agent for service)
COPIES TO:
MARGUERITE M. ELIAS, ESQ.
KATTEN MUCHIN & ZAVIS
525 WEST MONROE STREET, SUITE 1600
CHICAGO, ILLINOIS 60661-3693
----------------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------------------------------------------
PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
OFFERING PRICE AGGREGATE OFFERING REGISTRATION
TITLE OF SECURITIES TO BE REGISTERED AMOUNT TO BE REGISTERED PER SHARE(3) PRICE(3) FEE(3)
<S> <C> <C> <C> <C>
Class A Common Stock, 2,000,000 shares (1),(2) $30.0625 $60,125,000 $17,736.88
$0.01 par value . . . . . . . . . . . .
- ----------------------------------------------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) This registration statement also covers an indeterminate number of shares
of Class A Common Stock which may be issued under the anti-dilution and
other adjustment provisions of the Zebra Technologies Corporation 1997
Stock Option Plan pursuant to Rule 416(a) of the Securities Act of 1993
(the "Securities Act").
(2) In addition, pursuant to Rule 416(c) under the Securities Act, this
registration statement covers an indeterminate amount of plan interests
to be offered or sold pursuant to the Zebra Technologies Corporation 1997
Stock Option Plan.
(3) Based upon the high and low sales prices of Zebra Technologies
Corporation Class A Common Stock as reported on the Nasdaq National
Market on September 3, 1998; these amounts are used solely for the
purpose of calculating the registration fee pursuant to Rule 457(h) under
the Securities Act.
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
<PAGE>
PART I
INFORMATION REQUIRED IN THE PROSPECTUS
The information called for in Part I of Form S-8 is currently included in the
prospectus for the Zebra Technologies Corporation 1997 Stock Option Plan (the
"Plan") and is not being filed with or included in this Form S-8 in
accordance with the rules and regulations of the Securities and Exchange
Commission (the "Commission").
I-1
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMEN
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents have been filed by Zebra Technologies Corporation
(the "Company") with the Commission under the Securities Exchange Act of
1934, as amended (the "Exchange Act"), and are incorporated in this
Registration Statement by reference:
1. The Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1997;
2. The Company's Quarterly Report on Form 10-Q for the quarter ended
April 4, 1998;
3. The Company's Quarterly Report on Form 10-Q for the quarter ended
July 4, 1998; and
4. The description of the Company's Class A Common Stock contained in
the Company's Registration Statement on Form 8-A filed with the
Commission on July 15, 1991 pursuant to Section 12 of the Exchange
Act and all amendments thereto and reports filed for the purpose
of updating such description.
In addition, all documents filed by the Company pursuant to Sections
13(a), 13(c), 14 or 15(d) of the Exchange Act, subsequent to the date hereof and
prior to the filing of a post-effective amendment indicating that all securities
offered pursuant to this Registration Statement have been sold or deregistering
all such securities then remaining unsold, shall be deemed to be incorporated by
reference herein and to be part hereof from the date of filing of such
documents. Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Registration Statement to the extent that a statement
contained herein or in any subsequently filed document which also is or is
deemed to be incorporated by reference herein modifies or supersedes such
statement.
ITEM 4. DESCRIPTION OF SECURITIES.
Not Applicable
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not Applicable
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Article Nine of the Company's Certificate of Incorporation, as amended,
provides that the Company shall indemnify its directors to the full extent
permitted by the Delaware General Corporation Law and may indemnify its officers
to such extent, except that the Company shall not be obligated to indemnify any
such person (i) with respect to proceedings, claims or actions initiated or
brought voluntarily by any such person and not by way of defense, or (ii) for
any amounts paid in settlement of an action indemnified against by the Company
without the prior written consent of the Company. With the approval of its
stockholders, the Company has entered into indemnity agreements with each of its
directors and certain of its officers. These agreements may require the
Company, among other things, to indemnify such officers and directors against
certain liabilities that may arise by reason of their status or service as
directors or officers, to advance expenses to them as they are incurred,
provided that they undertake to repay the amount advanced if it is ultimately
determined by a court that they are not entitled to indemnification, and to
obtain directors' and officers' liability insurance if available on reasonable
terms.
II-2
<PAGE>
In addition, Article Eight of the Company's Certificate of Incorporation,
as amended, provides that a director of the Company shall not be personally
liable to the Company or its stockholders for monetary damages for breach of his
or her fiduciary duty as a director, except for liability (i) for any breach of
the director's duty of loyalty to the Company 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 General Corporation Law
of the State of Delaware, or (iv) for any transaction from which the director
derives an improper personal benefit.
Reference is made to Section 145 of the General Corporation Law of the
State of Delaware which provides for indemnification of directors and officers
in certain circumstances.
The Company has an insurance policy which entitles the Company to be
reimbursed for certain indemnity payments it is required or permitted to make to
its directors and officers.
Pursuant to an Agreement and Plan of Merger, by and among the Company,
Spruce Acquisition Corp. and Eltron International, Inc. ("Eltron") dated as of
July 9, 1998, the Company will become obligated under Eltron's current
provisions regarding indemnification of officers and directors contained in its
charter and bylaws (and in those of its subsidiaries) and any director, officer
or employee indemnification agreement with it or any of its subsidiaries. In
addition, for five years after the consummation of the merger, the Company will
maintain in effect the current Eltron policies of directors' and officers'
liability insurance with respect to claims arising from facts or events that
occur on or before the effective date of the merger. The Company is not,
however, required to expend more than 200% of the current Eltron annual premium
for such insurance.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not Applicable
ITEM 8. EXHIBITS.
4.1 Zebra Technologies Corporation 1997 Stock Option Plan, effective
February 11, 1997, filed as an Exhibit to the Company's Annual
Report on Form 10-K for the fiscal year ended December 31, 1997
and incorporated herein by reference.
4.2 1st Amendment to the Zebra Technologies Corporation 1997 Stock
Option Plan
4.3 Second Amendment to the Zebra Technologies Corporation 1997 Stock
Option Plan
4.4 Form of Stock Option Agreement
4.5 Certificate of Incorporation of the Company, as amended, filed as
an Exhibit to the Company's Registration Statement on Form S-3,
File No. 333-33315, and incorporated herein by reference
4.6 Bylaws of the Company, filed as an Exhibit to the Company's
Registration Statement on Form S-1, File No. 33-41576, and
incorporated herein by reference
4.7 Amendment to Bylaws of the Company, filed as an Exhibit to the
Company's 1992 Annual Report on Form 10-K, and incorporated herein
by reference
II-3
<PAGE>
4.8 Specimen stock certificate representing Class A Common Stock,
filed as an Exhibit to the Company's Registration Statement on
Form S-1, File No. 33-41576, and incorporated herein by reference
5 Opinion of Katten Muchin & Zavis as to the legality of the shares
of Class A Common Stock being offered under the Zebra Technologies
Corporation 1997 Stock Option Plan
15 Letter regarding unaudited interim financial information, filed as
an Exhibit to the Company's Quarterly Report on Form 10-Q for the
quarter ended July 4, 1998 and incorporated herein by reference.
23.1 Consent of KPMG Peat Marwick LLP with respect to the Company's
consolidated financial statements, filed as an Exhibit to the
Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1997 and incorporated herein by reference.
24 Power of Attorney (included on the signature page of this
registration statement)
ITEM 9. UNDERTAKINGS
1. The Company hereby undertakes:
(a) To file, during any period in which offers or sales are
being made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by Section
10(a)(3) of the Securities Act;
(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)(i) and (a)(ii) do not apply if the
registration statement is on Form S-3, Form S-8 or Form F-3, 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 Company pursuant to Section 13 or Section 15(d)
of the Exchange Act that are incorporated by reference in the
registration statement.
(b) That, for the purpose of determining any liability under
the Securities Act, each such post-effective amendment shall be deemed to
be a new registration statement relating to the
II-4
<PAGE>
securities offered therein, and the offering of such securities at that
time shall be deemed to be the initial BONA FIDE offering thereof.
(c) 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.
2. The Company hereby undertakes that, for the purpose of determining
any liability under the Securities Act, each filing of the Company's annual
report pursuant to Section 13(a) or Section 15(d) of the Exchange Act or the
Plan's annual report pursuant to Section 15(d) of the Exchange Act 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.
3. Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the Company and affiliated companies pursuant to the foregoing provisions or
otherwise, the Company has been informed that in the opinion of the Commission
such indemnification is against public policy as expressed in the Securities Act
and is therefore unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Company of expenses
incurred or paid by a director, officer or controlling person of the Company 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 Company 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 Securities Act and will be governed by the final
adjudication of such issue.
SIGNATURES
Pursuant to the requirements of the Securities Act, the Company 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 Vernon Hills, state of Illinois, on this 4th day of September, 1998.
ZEBRA TECHNOLOGIES CORPORATION
By: /s/ EDWARD L. KAPLAN
-------------------------
Edward L. Kaplan,
Chairman of the Board and
Chief Executive Officer
II-5
<PAGE>
POWER OF ATTORNEY
Each person whose signature appears below hereby constitutes and appoints
Edward L. Kaplan, Charles R. Whitchurch and Marguerite M. Elias, and each of
them, his true and lawful attorneys-in-fact and agents, with full power of
substitution, to sign on his behalf, individually and in each capacity stated
below, all amendments and post-effective amendments to this registration
statement on Form S-8 and to file the same, with all exhibits thereto and any
other documents in connection therewith, with the Commission under the
Securities Act, granting unto said attorneys-in-fact and agents full power and
authority to do and perform each and every act and thing requisite and necessary
to be done in and about the premises, as fully and to all intents and purposes
as each might or could do in person, hereby ratifying and confirming each act
that said attorneys-in-fact and agents may lawfully do or cause to be done by
virtue thereof.
Pursuant to the requirements of the Securities Act, this registration
statement has been signed by the following persons in the capacities indicated
on SEPTEMBER 4, 1998.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
<S> <C> <C>
/s/ EDWARD L. KAPLAN SEPTEMBER 4, 1998
------------------------- Chairman of the Board and Chief Executive Officer (Principal
Executive Officer)
Edward L. Kaplan
/s/ GERHARD CLESS SEPTEMBER 4, 1998
--------------------------- Executive Vice President, Secretary and Director
Gerhard Cless
/s/ CHARLES R. WHITCHURCH SEPTEMBER 4, 1998
---------------------------- Chief Financial Officer and Treasurer (Principal Financial
Charles R. Whitchurch and Accounting Officer)
/s/ CHRISTOPHER G. KNOWLES SEPTEMBER 4, 1998
----------------------------- Director
Christopher G. Knowles
/s/ DAVID P. RILEY SEPTEMBER 4, 1998
----------------------------- Director
David P. Riley
/s/ MICHAEL A. SMITH SEPTEMBER 4, 1998
----------------------------- Director
Michael A. Smith
</TABLE>
II-6
<PAGE>
Pursuant to the requirements of the Securities Act, Edward L. Kaplan and
Gerhard Cless, being all of the members of the committee of the Company's Board
of Directors charged with administering the Company's 1997 Stock Option Plan,
have duly caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the city of Vernon Hills, state of
Illinois, on SEPTEMBER 4, 1998.
ZEBRA TECHNOLOGIES CORPORATION
1997 STOCK OPTION PLAN
By: /s/ EDWARD L. KAPLAN
-------------------------------------
Edward L. Kaplan,
as a member of the committee of the
Company's Board of Directors
charged with administering the
Company's 1997 Stock Option Plan
By: /s/ GERHARD CLESS
--------------------------------------
Gerhard Cless,
as a member of the committee of the
Company's Board of Directors
charged with administering the
Company's 1997 Stock Option Plan
II-7
<PAGE>
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
SEQUENTIAL
EXHIBITS DESCRIPTION PAGE NO.
<S> <C> <C>
4.1 Zebra Technologies Corporation 1997 Stock Option
Plan, effective February 11, 1997, filed as an
Exhibit to the Company's Annual Report on
Form 10-K for the fiscal year ended December 31, 1997
and incorporated herein by reference
4.2 1st Amendment to the Zebra Technologies Corporation
1997 Stock Option Plan
4.3 Second Amendment to the Zebra Technologies Corporation
1997 Stock Option Plan
4.4 Form of Stock Option Agreement
4.5 Certificate of Incorporation of the Company, as
amended, filed as an Exhibit to the Company's
Registration Statement on Form S-3, File No. 333-33315,
and incorporated herein by reference
4.6 Bylaws of the Company, filed as an Exhibit to the
Company's Registration Statement on Form S-1, File
No. 33-41576, and incorporated herein by reference
4.7 Amendment to Bylaws of the Company, filed as an
Exhibit to the Company's 1992 Annual Report on Form 10-K, and
incorporated herein by reference
4.8 Specimen stock certificate representing Class A Common
Stock, filed as an Exhibit to the Company's Registration
Statement on Form S-1, File No.33-41576, and incorporated
herein by reference
5 Opinion of Katten Muchin & Zavis as to the legality of the
shares of Class A Common Stock being offered under the Zebra
Technologies Corporation 1997 Stock Option Plan
15 Letter regarding unaudited interim financial information,
filed as an Exhibit to the Company's Quarterly Report on
Form 10-Q for the Quarter ended July 4, 1998 and
incorporated herein by reference
23.1 Consent of KPMG Peat Marwick LLP with respect to the
Company's consolidated financial statements, filed as an
Exhibit to the Company's Annual Report on Form 10-K for the fiscal
year ended December 31, 1997 and incorporated herein by reference
24 Power of Attorney (included on the signature page of this
registration statement).
</TABLE>
<PAGE>
EXHIBIT 4.2
1ST AMENDMENT
TO THE
ZEBRA TECHNOLOGIES CORPORATION
1997 STOCK OPTION PLAN
WHEREAS, Zebra Technologies Corporation (the "Company") has previously
adopted the Zebra Technologies Corporation 1997 Stock Option Plan (the "Plan");
and
WHEREAS, the Company has reserved the right under the Plan to amend the
Plan to modify or eliminate any right under the Plan which would cause a
transaction to be ineligible for pooling of interest accounting that would, but
for such right, be eligible for such accounting treatment; and
WHEREAS, the Company's auditors have informed the Company that the option
exercise methods set forth in Sections 6.3(d)(i) and 6.3(d)(iii) are likely to
cause problems for the Company for pooling of interest accounting;
NOW, THEREFORE, in consideration of the foregoing and in accordance with
its powers under the Plan, the Company hereby amends the Plan as follows:
1. Subsection 6.3(d) is amended by deleting the first word "Subject"
thereof, and adding the following phrase at the beginning thereof,
"Notwithstanding anything contained in any Agreement to the
contrary, and subject"
2. Subsection 6.3(d)(i) is amended by adding the phrase "for a period
of not less than six (6) months prior to the date of exercise"
immediately after the word "Participant" therein.
3. Subsection 6.3(d)(iii) of the Plan is amended by deleting it in
its entirety.
4. Subsections 6.3(d)(iv) and 6.3(d)(v) are renumbered 6.3(d)(iii)
and 6.3(d)(iv), respectively.
<PAGE>
In all other respects, the Plan remains in full force and effect.
Executed on this 26th day of November, 1997.
ZEBRA TECHNOLOGIES CORPORATION
By: /s/ Edward L. Kaplan
-----------------------
Edward L. Kaplan
Chief Executive Officer
<PAGE>
EXHIBIT 4.3
SECOND AMENDMENT
TO THE
ZEBRA TECHNOLOGIES CORPORATION
1997 STOCK OPTION PLAN
WHEREAS, Zebra Technologies Corporation (the "Company") has previously
adopted the Zebra Technologies Corporation 1997 Stock Option Plan (the "Plan");
and
WHEREAS, the Company has previously amended the Plan on November 26,
1997; and
WHEREAS, pursuant to Section 9.1 of the Plan, and subject to the approval
of the Board of Directors, the Option Committee may amend the Plan at any time
provided that no amendment shall impair the rights of any Participant under any
Option theretofore granted without the Participant's consent; and
WHEREAS, in connection with that certain Agreement and Plan of Merger,
by and between the Company and Eltron International, Inc. ("Eltron"), dated
July 9, 1998 (the "Merger Agreement"), it is necessary to increase the number
of Class A Common Stock authorized for issuance under the Plan in order to
accomplish the conversion of options to purchase Eltron common stock into
options to purchase Zebra Class A Common Stock in accordance with the Merger
Agreement; and
WHEREAS, the Company's Board of Directors has approved this amendment to
the Plan;
NOW, THEREFORE, in consideration of the foregoing and in accordance with
its powers under the Plan, the Company hereby amends the Plan as follows:
1. Subsection 4.1 is amended and restated in its entirety to read as
follows:
"4.1 NUMBER OF SHARES. Subject to the adjustment under Section
4.6, the total number of shares of Common Stock reserved and available
for distribution pursuant to Options under the Plan shall be 2,000,000
shares of Common Stock authorized for issuance on the Effective Date.
Such shares may consist, in whole or in part, of authorized and unissued
shares or treasury shares."
<PAGE>
In all other respects, the Plan remains in full force and effect.
Executed on this 4th day of September, 1998.
ZEBRA TECHNOLOGIES CORPORATION
By: /s/ Edward L. Kaplan
------------------------
Edward L. Kaplan
Chairman
By: /s/ Gerhard Cless
------------------------
Gerhard Cless
Director
<PAGE>
EXHIBIT 4.4
STOCK OPTION AGREEMENT
THIS STOCK OPTION AGREEMENT dated as of INSERT GRANT DATE
("Grant Date"), is between ZEBRA TECHNOLOGIES CORPORATION, a Delaware
corporation (the "Company"), and INSERT FULL NAME, (the "Participant").
WHEREAS, the Company desires, by affording the Participant an
opportunity to purchase shares of the Company's Class A Common Stock, par
value $.01 per share (the "Common Stock"), as hereinafter provided, to carry
out the purposes of the ZEBRA TECHNOLOGIES CORPORATION 1997 STOCK OPTION PLAN
(the "Plan"); and
WHEREAS, the Committee has duly made all determinations necessary or
appropriate to the grants hereunder;
NOW, THEREFORE, in consideration of the premises and the mutual
covenants hereinafter set forth and for other good and valuable
consideration, receipt of which is hereby acknowledged, the parties hereto
have agreed, and do hereby agree, as follows:
1. GRANT OF OPTION, OPTION PRICE AND TERM.
(a) The Company hereby grants to the Participant, as a matter of
separate agreement and not in lieu of salary or any other compensation for
services, the right and option (the "Option") to purchase INSERT # OF SHARES
shares of the Common Stock of the Company ("Option Shares") on the terms and
conditions herein set forth.
(b) For each of the Option Shares purchased, the Participant shall
pay to the Company $INSERT STRIKE PRICE per share (the "Option Price").
Accordingly, the aggregate Option Price to exercise all of the Option is
$INSERT TOTAL MARKET VALUE.
(c) The term of this Option shall be a period of ten (10) years
from the Grant Date (the "Option Period"). During the Option Period, the
Option shall be exercisable in accordance with the following schedule:
<PAGE>
<TABLE>
<CAPTION>
PERCENTAGE OF
GRANT DATE ANNIVERSARY OPTION EXERCISABLE
---------------------- ------------------
<S> <C>
Prior to the first anniversary of the Grant Date 0%
On or after the first anniversary of the Grant Date 15%
On or after the second anniversary of the Grant Date 17.5%
On or after the third anniversary of the Grant Date 20%
On or after the fourth anniversary of the Grant Date 22.5%
On or after the fifth anniversary of the Grant Date 25%
</TABLE>
Notwithstanding the foregoing, in the event the Participant incurs a
Termination of Employment due to death or Disability as an employee of the
Company or an Affiliate but prior to the fifth anniversary of Grant Date, all
or any portion of the Option which is not exercisable on the date immediately
proceeding the date the Participant incurs a Termination of Employment due to
death or Disability shall become exercisable on or after the date the
Participant incurs a Termination of Employment due to death or Disability.
(d) The Option granted hereunder is designated as a nonqualified
stock option.
(e) The Company shall not be required to issued any fractional
Option Shares.
2. TERMINATION OF OPTION.
Subject to Section 1(c):
(a) If a Participant has an involuntary (as to the Participant)
Termination of Employment for reasons other than Cause, Disability or death,
or if a Participant has a Termination of Employment due to Retirement, this
Option shall be canceled ninety (90) days after the date of such Termination
of Employment or after the remaining Option Period if shorter.
(b) If the Termination of Employment is on account of the
Disability or death of the Participant, this Option shall be canceled ninety
(90) days after the date of the occurrence of the Disability or the
appointment of a Representative in the case of death or after the remaining
Option Period if shorter.
(c) If the Participant has a voluntary Termination of Employment
(other than due to Retirement), this Option will be canceled thirty (30) days
after the date of such Termination of Employment.
(d) If the Participant has a Termination of Employment for Cause,
this Option will automatically be canceled simultaneously with the date of
such Termination of Employment.
2
<PAGE>
A Participant's Termination of Employment due to death or Disability
will result in the Option's being fully exercisable. A Participant's
Termination of Employment due to other than death or Disability does not
accelerate the percentage of the Option otherwise exercisable with respect to
the Participant. Any portion of the Option which is not exercisable as of a
Participant's Termination of Employment other than due to death or Disability
is canceled simultaneously with the date of such Termination of Employment.
3. EXERCISE.
The Option shall be exercisable during the Participant's lifetime only
by the Participant (or his or her Representative), and after the
Participant's death only by a Representative. The Option may only be
exercised by the delivery to the Company of a properly completed written
notice, in form satisfactory to the Committee, which notice shall specify the
number of Option Shares to be purchased and the aggregate Option Price for
such shares, together with payment in full of such aggregate Option Price.
Payment shall only be made:
(a) in cash or by check;
(b) by the delivery to the Company of a valid and enforceable stock
certificate (or certificates) representing shares of Common Stock already
owned by the Participant for a period of at least six (6) months prior to
such payment;
(c) if the Committee shall so permit, by delivery to the Company of
a full recourse promissory note or other full recourse evidence of
indebtedness;
(d) if the Committee shall so permit, by a "cashless" exercise as
described in the Plan; or
(e) in any combination of (a), (b), (c), or (d).
If any part of the payment of the Option Price is made in shares of Common
Stock, such shares shall be valued by using their Fair Market Value as of
their date of delivery.
The Option shall not be exercised unless there has been compliance
with all the preceding provisions of this Section 3, and, for all purposes of
this Stock Option Agreement, the date of the exercise of the Option shall be
the date upon which there is compliance with all such requirements. The
Committee may deny any method of exercise permitted hereunder if such method
would result in liability under federal securities law to the Participant or
the Company, result in an expense charge to the Company or prevent the use of
pooling of interest accounting.
4. PAYMENT OF WITHHOLDING TAXES.
If the Company is obligated to withhold an amount on account of any
tax imposed as a result of the exercise of the Option, the Participant shall
be required to pay such amount to the
3
<PAGE>
Company, as provided in the Plan. The Participant acknowledges and agrees
that he or she is responsible for the tax consequences associated with the
grant of the Option and its exercise.
5. REQUIREMENTS OF LAW; REGISTRATION AND TRANSFER REQUIREMENTS.
The Company shall not be required to sell or issue any shares under
the Option if the issuance of such shares shall constitute a violation of any
provision of any law or regulation of any governmental authority. This
Option and each and every obligation of the Company hereunder are subject to
the requirement that the Option may not be exercised or performed, in whole
or in part, unless and until the Option Shares are listed, registered or
qualified, properly marked with a legend or other notation, or otherwise
restricted, as is provided for in the Plan or required by the Committee.
6. CHANGES IN COMPANY'S CAPITAL STRUCTURE.
The existence of an Option will not affect in any way the right or
authority of the Company or its stockholders to make or authorize (a) any or
all adjustments, recapitalizations, reorganizations or other changes in the
Company's capital structure or its business; (b) any merger or consolidation
of the Company's capital structure or its business; (c) any merger or
consolidation of the Company; (d) any issue of bonds, debentures, preferred
or prior preference stock ahead of or affecting the Common Stock or the
rights thereof; (e) the dissolution or liquidation of the Company; (f) any
sale or transfer of all or any part of its assets or business; or (g) any
other corporate act or proceeding, whether of a similar character or
otherwise. In the event of a Change in Control or other corporate
restructuring provided for in the Plan, the Participant shall have such
rights, and the Committee shall take such actions, as are provided for in the
Plan.
7. NONTRANSFERABILITY.
The Option and any interest in the Option may not be sold, assigned,
conveyed, gifted, pledged, hypothecated or otherwise transferred in any
manner other than by will or the laws of descent and distribution.
Notwithstanding any other provision of this Stock Option Agreement, any such
attempted sale, assignment, conveyance, gift, pledge, hypothecation or
transfer shall be null and void and shall nullify the Option immediately.
8. PLAN.
Notwithstanding any other provision of this Stock Option Agreement,
the Option is granted pursuant to the Plan, as in effect on the date hereof,
and is subject to all the terms and conditions of the Plan, as the same may
be amended from time to time. The interpretation and construction by the
Committee of the Plan, this Stock Option Agreement, the Option, and such
rules and regulations as may be adopted by the Committee for the purpose of
administering the Plan, shall be final and binding upon the Participant.
Until the Option shall expire, terminate or be exercised in full, the Company
shall, upon written request therefor, send a copy of the
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Plan, in its then-current form, to the Participant or any other person or
entity then entitled to exercise the Option. Participant hereby acknowledges
receipt of a copy of the Plan.
9. STOCKHOLDER RIGHTS.
Until the Option shall have been duly exercised to purchase such
Option Shares and such shares have been officially recorded as issued on the
Company's official stockholder records, no person or entity shall be entitled
to vote, receive dividends or be deemed for any purpose the holder of any
Option Shares, and adjustments for dividends or otherwise shall be made only
if the record date therefor is subsequent to the date such shares are
recorded and after the date of exercise and without duplication of any
adjustment.
10. EMPLOYMENT RIGHTS.
No provision of this Stock Option Agreement or of the Option granted
hereunder shall give the Participant any right to continue in the employ of
the Company or any Company Affiliates, create any inference as to the length
of employment of the Participant, affect the right of the Company or Company
Affiliates to Terminate the Employment of the Participant, with or without
Cause, or give the Participant any right to participate in any employee
welfare or benefit plan or other program (other than the Plan) of the Company
or any of the Company Affiliates.
11. DISCLOSURE RIGHTS.
The Company shall have no duty or obligation to affirmatively disclose
to the Participant or a Representative, and the Participant or Representative
shall have no right to be advised of, any material information regarding the
Company or an Affiliate at any time prior to, upon or in connection with the
exercise of an Option or the Company's purchase of Common Stock in accordance
with the terms of this Stock Option Agreement.
12. INVESTMENT REPRESENTATION AND AGREEMENT.
The Committee may require the Participant to furnish to the Company,
prior to the issuance of any shares of Common Stock upon the exercise of all
or any part of this Option, an agreement (in such form as such Committee may
specify) in which the Participant represents that the shares of Common Stock
acquired by him upon exercise are being acquired for investment and not with
a view to the sale or distribution thereof.
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13. GOVERNING LAW.
This Stock Option Agreement and the Option granted hereunder shall be
governed by, and construed and enforced in accordance with, the laws of the
State of Illinois (other than its laws respecting choice of law) except to
the extent the General Corporation Law of the State of Delaware would be
mandatorily applicable.
14. ENTIRE AGREEMENT.
This Stock Option Agreement, together with the Plan, constitute the
entire obligation of the parties hereto with respect to the subject matter
hereof and shall supersede any prior expressions of intent or understanding
with respect to this transaction.
15. DEFINITIONS.
Wherever initial capitalization of a term is used in this Stock Option
Agreement, it shall have the same meaning as that given to it by the Plan,
except to the extent such meaning should conflict with any meaning afforded
to such term in this Stock Option Agreement.
16. AMENDMENT.
Any amendment to this Stock Option Agreement shall be in writing and
signed by the Company.
17. WAIVER; CUMULATIVE RIGHTS.
The failure or delay of either party to require performance by the
other party of any provision hereof shall not affect its right to require
performance of such provision unless and until such performance has been
waived in writing. Each and every right hereunder is cumulative and may be
exercised in part or in whole from time to time.
18. COUNTERPARTS.
This Stock Option Agreement may be signed in two counterparts, each of
which shall be an original, but both of which shall constitute but one and
the same instrument.
19. NOTICES.
Any notice which either party hereto may be required or permitted to
give the other shall be in writing and may be delivered personally or by
mail, postage prepaid, addressed to the Secretary of the Company, at its then
corporate headquarters, and the Participant at his address as shown on the
Company's payroll records, or to such other address as the Participant, by
notice to the Company, may designate in writing from time to time.
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20. HEADINGS.
The headings contained in this Stock Option Agreement are for
reference purposes only and shall not affect the meaning or interpretation of
this Stock Option Agreement.
21. SEVERABILITY.
If any provision of this Stock Option Agreement shall for any reason
be held to be invalid or unenforceable, such invalidity or unenforceability
shall not effect any other provision hereof, and this Stock Option Agreement
shall be construed as if such invalid or unenforceable provision were omitted.
22. SUCCESSORS AND ASSIGNS.
This Stock Option Agreement shall inure to the benefit of and be
binding upon each successor and assign of the Company. All obligations
imposed upon the Participant or a Representative, and all rights granted to
the Company hereunder, shall be binding upon the Participant's or the
Representative's heirs, legal representatives and successors.
23. CONDITIONAL GRANT.
This Option is granted upon the conditions and the Option Shares
hereunder shall be forfeited unless each and any person who is a spouse of
the Participant at any time on or after the Grant Date (including any person
who becomes a spouse after the Grant Date) executes a Consent of Spouse form
provided by the Committee, unless the Committee shall waive either such
condition.
IN WITNESS WHEREOF, the Company has caused this Stock Option Agreement
to be duly executed by an officer thereunto duly authorized, and the
Participant has hereunto set his hand, all as of the day and year first above
written.
ON BEHALF OF THE OPTION COMMITTEE: PARTICIPANT:
_________________________________ ________________________________
Charles R. Whitchurch [NAME]
Chief Financial Officer
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CONSENT OF SPOUSE (FOR COMMUNITY PROPERTY STATES ONLY
The undersigned, as spouse of the Participant, hereby acknowledges
that the undersigned has read and understands the foregoing Agreement. The
undersigned hereby consents and agrees to each and every term and condition
set forth in the Agreement. The undersigned hereby further agrees that his
or her spouse may join in any future modification or amendment of the
Agreement without any further signature, acknowledgment, agreement or consent
on his or her part, and that any interest he or she may have in the award of
the Option or issuance of Common Stock (as defined in the Agreement) shall be
subject to the provisions of the Agreement.
DATED: __________________ , 199__
Participant's Spouse
STATE OF __________________)
___________________________)SS:
COUNTY OF _________________)
On the ___ day of __________________ , 199__, _______________________
appeared before me and acknowledged and executed the foregoing instrument.
NOTARY PUBLIC
My commission expires: ______________________________
<PAGE>
[KATTEN MUCHIN & ZAVIS LETTERHEAD]
EXHIBIT 5
September 4, 1998
Zebra Technologies Corporation
333 Corporate Woods Parkway
Vernon Hills, IL 60061-3109
Re: REGISTRATION STATEMENT ON FORM S-8
Ladies and Gentlemen:
We have acted as counsel for Zebra Technologies Corporation, a Delaware
corporation (the "Company"), in connection with the preparation and filing of
a Registration Statement on Form S-8 (the "Registration Statement") with the
Securities and Exchange Commission under the Securities Act of 1933, as
amended. The Registration Statement relates to 2,000,000 shares of the
Company's Class A Common Stock, $.01 par value per share (the "Common
Stock"), issuable by the Company upon the exercise of options granted under
the Zebra Technologies Corporation 1997 Stock Option Plan, as amended (the
"Plan").
In connection with this opinion, we have relied as to matters of fact,
without investigation, upon certificates of public officials and others and
upon affidavits, certificates and written statements of directors, officers
and employees of, and the accountants for, the Company. We have also
examined originals or copies, certified or otherwise identified to our
satisfaction, of such instruments, documents and records as we have deemed
relevant and necessary to examine for the purpose of this opinion, including
(a) the Registration Statement, (b) the Amended Certificate of Incorporation
of the Company, as amended, (c) the By-laws of the Company, (d) the Plan and
(e) resolutions adopted by the Board of Directors of the Company.
<PAGE>
Zebra Technologies Corporation
September 4, 1998
Page 2
In connection with this opinion, we have assumed the accuracy and
completeness of all documents and records that we have reviewed, the
genuineness of all signatures, the due authority of the parties signing such
documents, the authenticity of the documents submitted to us as originals and
the conformity to authentic original documents of all documents submitted to
us as certified, conformed or reproduced copies.
Based upon and subject to the foregoing, it is our opinion that the
2,000,000 shares of Common Stock covered by the Registration Statement, when
issued and sold by the Company and paid for in accordance with the provisions
of the Plan, will be legally issued, fully paid and non-assessable shares of
Common Stock.
Our opinion expressed above is limited to the General Corporation Law of
the State of Delaware, and we do not express any opinion concerning any other
laws. This opinion is given as of the date hereof and we assume no
obligation to advise you of changes that may hereafter be brought to our
attention.
We hereby consent to the filing of this opinion as Exhibit 5 to the
Registration Statement.
Very truly yours,
/s/ Katten Muchin & Zavis
_________________________
KATTEN MUCHIN & ZAVIS
