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As filed with the Securities and Exchange Commission on September 11, 1996.
Registration No. 33-
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- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
Under
The Securities Act of 1933
BARRA, INC.
(Exact name of registrant as specified in its charter)
California 94-2993326
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
1995 University Avenue, Suite 400, Berkeley, California 94704
(Address of Principal Executive Offices)
ROGERS, CASEY & ASSOCIATES
1992 STOCK OPTION AND RESTRICTED STOCK PLAN, AS AMENDED
(Full title of the plans)
James D. Kirsner
Chief Financial Officer
BARRA, Inc.
1995 University Avenue, Suite 400, Berkeley, California 94704
(Name and address of agent for service)
(510) 548-5442
(Telephone number, including area code, of agent for service)
Copy to: Maria Louisa Hekker, Esq.
Chief Legal Officer
BARRA, Inc.
1995 University Avenue, Suite 400, Berkeley, California 94704
(415) 548-5442
CALCULATION OF REGISTRATION FEE
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- --------------------------------------------------------------------------------
Proposed Proposed
Maximum Maximum
Title of Offering Aggregate Amount of
Securities to Amount to be Price Per Offering Registration
be Registered Registered Share * Price Fee
- ------------- ------------ --------- ----------- ------------
Common Stock, 30,257 $19.875 $601,358 $207.36
no par value shares
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
* Estimated solely for the purpose of computing the registration fee
pursuant to Rule 457(c) on the basis of the average high and low prices for
the Common Stock on September 10, 1996, as reported on the NASDAQ National
Market System.
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
This Registration Statement covers shares of Common Stock of BARRA, Inc.
(the "Registrant") that have been authorized for issuance pursuant to the
Rogers, Casey & Associates, Inc. 1992 Stock Option and Restricted Stock Plan
and Addendum to Rogers, Casey & Associates, Inc. 1992 Stock Option and
Restricted Stock Plan.
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
There are hereby incorporated by reference in this Registration Statement
the following documents and information heretofore filed with the Commission:
(a) The Registrant's Annual Report filed on Form 10-K for the fiscal year
ended March 31, 1996.
(b) The Registrant's Current Form 8-K filed on April 26, 1996, as amended
by Registrant's Amendment No.1 filed on Form 8-K/A on July 3, 1996, and by
Registrant's Amendment No.2 and Final Amendment filed on Form 8-K/A on August 8,
1996.
(c) The Registrant's Quarterly Report filed on Form 10-Q for the quarterly
period ended June 30, 1996.
(d) The description of the Registrant's Common Stock, no par value,
contained in the Registrant's Registration Statement on Form 8-A, dated
November 6, 1991, filed pursuant to Section 12(g) of the Securities Exchange Act
of 1934, as amended (the "Exchange Act").
All documents filed by the Registrant pursuant to Sections 13(a), 13(c), 14
and 15(d) of the Exchange Act after the date of this Registration Statement, and
prior to the filing of a post-effective amendment which indicates that all
securities offered hereby have been sold or which deregisters all securities
then remaining unsold, shall be deemed to be incorporated by reference in this
Registration Statement and to be a part hereof from the date of filing of such
documents.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Sections 204 (a) and 317 of the California General Corporation Law
authorize a corporation to indemnify its directors and officers against certain
liabilities and to eliminate their liability to the corporation except in
certain circumstances. The Registrant's Bylaws provide that the Registrant will
indemnify its directors, officers, employees and other agents to the fullest
extent permitted by California law. The Registrant is also empowered
2
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under its Bylaws to purchase insurance on behalf of any person whom it is
required or permitted to indemnify, and it currently carries such liability
insurance for the benefit of its directors and executive officers.
In addition, the Registrant's Restated Articles of Incorporation contain a
provision limiting the liability of the Registrant's directors for monetary
damages for breach of the director's duty of care to the Registrant and its
shareholders to the fullest extent permitted by California law. This provision
does not eliminate the directors' duty of care, and in appropriate circumstances
equitable remedies such as an injunction or other forms of non-monetary relief
would remain available under California law. Moreover, under California law
each director is subject to liability for breach of the director's duty of
loyalty to the Company, for acts or omissions involving intentional misconduct
or knowing violations of law, for acts or omissions that the director believes
to be contrary to the best interest of the Company or its shareholders, for any
transaction from which the director derived an improper personal benefit, for
acts or omissions involving a reckless disregard for the director's duty to the
Registrant or its shareholders when the director was aware or should have been
aware of a risk of serious injury to the Registrant or its shareholders, for
acts or omissions that constitute an unexcused pattern of inattention that
amounts to an abdication of the director's duty to the Registrant or its
shareholders, for improper transactions between the director and the Registrant,
for improper distributions to shareholders, and for loans to officers and
directors. The Registrant has entered into agreements with its directors and
certain officers indemnifying them against losses they may incur in legal
proceeding arising from their service to the Company
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
4.1 Amended and Restated Articles of Incorporation of the Registrant.*
4.2 Bylaws of the Registrant, as amended.**
4.3 Rogers, Casey & Associates, Inc. 1992 Stock Option and Restricted
Stock Plan and Addendum to Rogers, Casey & Associates, Inc. 1992 Stock
Option and Restricted Stock Plan.
4.4 Form of Stock Option Agreement.
5.0 Opinion of Graham & James LLP.
23.1 Consent of Deloitte & Touche LLP.
- --------------------------
* Incorporated by reference to an exhibit of corresponding number to
Registrant's S-8 Registration Statement (No. 33-65558).
** Incorporated by reference to Exhibit Number 3.1 to Registrant's Form 10-Q
Quarterly Report for the quarterly period ended June 30, 1996.
3
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23.2 Consent of Graham & James LLP. Reference is made to Exhibit 5.
24.0 Power of Attorney. Reference is made to Page 6.
ITEM 9. UNDERTAKINGS
The 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:
(i) To include any prospectus required by Section 10 (a) (3) of the
Securities Act of 1933 (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 Securities and Exchange
Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price set forth in the "Calculation of
Registration Fee" table in the 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 (1)(i) and (1)(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 Securities and
Exchange Commission by the Registrant pursuant to Section 13 or Section 15(d) of
the Securities Exchange Act of 1934 (the "Exchange Act") that are incorporated
by reference in this Registration Statement.
(2) 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 securities offered therein, and the
offering of such securities at that time shall be deemed to be the bona fide
offering thereof.
4
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(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.
(4) That, for purposes of determining any liability under the Securities Act,
each filing of the Registrant's annual report pursuant to Section 13(a) or
Section 15(d) of the Exchange Act (and, where applicable, each filing of an
employee benefit 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 thereof.
(5) Insofar as indemnification for liabilities arising under the Securities Act
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 Securities Act and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities (other than
the payment by the Registrant of expenses incurred or paid by a director,
officer or controlling person of the Registrant in the successful defense of
any action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered, the
Registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against
public policy as expressed in the Securities Act and will be governed by the
final adjudication of such issue.
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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 Berkeley, State of California, on this 11th day of
September, 1996.
BARRA, INC.
By:/s/ Andrew Rudd
--------------------------------
Andrew Rudd
Chairman and Chief Executive
Officer
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Andrew Rudd and James D. Kirsner, or
either of them, as his or her true and lawful attorneys-in-fact and agents, with
full power of substitution and resubstitution, for him or her and in his or her
name, place and stead, in any and all capacities, to sign any and all amendments
(including post-effective amendments) to this Registration Statement, and to
file the same, with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents, and each of them, full power and authority to do
and perform each and every act and thing requisite and necessary to be done in
connection therewith as fully to all intents and purposes as he or she might or
could do in person, hereby ratifying and confirming all that said attorneys-in-
fact and agents, or either of them, or their or his substitute or substitutes,
may lawfully do or cause to be done by virtue hereof. This power of attorney
expires on September 10, 1997.
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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:
Signature Title Date
- --------- ----- ----
/s/ Andrew Rudd Chief Executive September 6, 1996
- --------------------------- Officer, Chairman
Andrew Rudd of the Board and
Director (Principal
Executive Officer)
/s/ James D. Kirsner Chief Financial September 6, 1996
- --------------------------- Officer
James D. Kirsner (Principal Financial
and Accounting
Officer)
/s/ Ronald J. Lanstein Director and September 6, 1996
- --------------------------- Vice Chairman
Ronald J. Lanstein
/s/ A. George Battle Director September 6, 1996
- ---------------------------
A. George Battle
/s/ John F. Casey Director September 6, 1996
- ---------------------------
John F. Casey
/s/ M. Blair Hull Director September 6, 1996
- ---------------------------
M. Blair Hull
/s/ Norman J. Laboe Director September 6, 1996
- ---------------------------
Norman J. Laboe
7
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EXHIBIT INDEX
Exhibit Sequential
Number Exhibit Description Page Number
- ------- ------------------- -----------
4.1 Restated Articles of Incorporation N/A
of the Registrant.*
4.2 Bylaws of the Registrant, as amended.** N/A
4.3 Rogers, Casey & Associates, Inc. 1992 9
Stock Option and Restricted Stock Plan and
Addendum to Rogers, Casey & Associates, Inc.
1992 Stock Option and Restricted Stock Plan.
4.4 Form of Stock Option Agreement. 21
5.0 Opinion of Graham & James LLP. 23
23.1 Consent of Deloitte & Touche LLP. 24
23.2 Consent of Graham & James LLP. N/A
Reference is made to Exhibit 5.0.
24.0 Power of Attorney. Reference is made 6
to Page 6.
- --------------------------
* Incorporated by reference to an exhibit of corresponding number to
Registrant's S-8 Registration Statement (No. 33-65558).
** Incorporated by reference to Exhibit Number 3.1 to Registrant's Form 10-Q
Quarterly Report for the quarterly period ended June 30, 1996.
8
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ROGERS, CASEY & ASSOCIATES, INC.
1992 STOCK OPTION PLAN
I. GENERAL
1. PURPOSE. This 1992 Stock Option and Restricted Stock Plan (the "Plan") of
Rogers, Casey & Associates, Inc. (the "Company") is intended to advance the
interests of the Company by providing certain of its employees with an
additional incentive, encouraging stock ownership by such individuals,
increasing their proprietary interest in the success of the Company and
encouraging them to remain employees of the Company.
2. DEFINITIONS. Whenever used herein, the following terms shall have the
meanings set forth below
(a) "Board" means the Board of Directors of the Company.
(b) "Code" means the Internal Revenue Code of 1986, as it may be amended
from time to time.
(c) "Committee" means the Stock Option Committee appointed by the Board to
administer this Plan pursuant to Section 3 hereof.
(d) "Company Group" means the Company, a parent corporation or subsidiary
corporation of the Company, or a corporation, or a parent corporation
or subsidiary corporation of such corporation, issuing or assuming an
Option in a transaction of the type described in Section 425(a) of the
Code. The terms "parent corporation" and "subsidiary corporation"
shall have the meanings assigned to such terms by Section 425 of the
Code.
(e) "Disability" means a permanent and total disability as defined in
Section 422(c)(6) of the Code.
(f) "Fair Market Value" means, the Formula Price determined in accordance
with Section 6(c) of the Shareholders' Agreement, to the extent the
Committee determines that such Formula Price continues to meet the
requirements of Section 422(c)(1) of the Code, or, if the Committee
determines that such Formula Price does not reflect fair market value,
then the fair market value as determined by rules adopted by the
Committee.
(g) "Incentive Stock Option" means an Option granted pursuant to the
Incentive Stock Option provisions as set forth in Part II of this
Plan.
(h) "Nonqualified Stock Option" means an Option granted pursuant to the
Nonqualified Stock Option provisions as set forth in Part III of this
Plan.
(i) "Option" means an option to purchase shares under this plan.
(j) "Participant" means an individual to whom an Option is granted under
this Plan.
(k) "Shares" means shares of the Company's common stock.
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(l) "Shareholders' Agreement" means the Agreement dated as of December 1,
1992, among the company and its shareholders, as it may be amended
from time to time.
(m) "Vesting Percentage" has the meaning set forth in Part IV.
(n) "Vesting Provisions" means the provisions set forth in Part IV.
3. ADMINISTRATION. The Plan shall be administered by a Stock Option Committee
appointed by the Board. The Committee shall consist of at least three
individuals appointed by the Board, at least two of which shall be members
of the Board. The Board, at its pleasure, may remove members from or add
members to the Committee. A majority of Committee members shall constitute
a quorum of members, and the actions of the majority shall be final and
binding of the whole Committee.
In addition to the other powers granted to the Committee under this Plan,
the Committee shall have the power, subject to the terms of this Plan: (i)
to determine which of the eligible individuals shall be granted Options;
(ii) to determine the time or times when Options shall be granted and to
determine the number of Shares subject to each Option; (iii) to accelerate
or extend (except for Incentive Stock Options) the date on which a
previously granted Option may be exercised; (iv) to establish conditions
to vesting for Options and/or Shares, including establishing individual or
group performance goals or targets as a condition to such vesting; (v) to
prescribe the form of agreement evidencing Options granted pursuant to this
Plan; and (vi) to construe and interpret this Plan and the agreements
evidencing Options granted pursuant to this Plan, and to make all other
determinations and take all other actions necessary or advisable for the
administration of this Plan.
4. ELIGIBILITY. The individuals who shall be eligible to receive Options
shall be such employees employed by a member of the Company Group as shall
be selected by the Committee. Participants chosen to participate under
this Plan may be granted an Incentive Stock Option or a Nonqualified Stock
Option, or any combination thereof.
5. SHARES SUBJECT TO THIS PLAN. The Shares subject to Options shall be either
authorized and unissued Shares or treasury Shares. The aggregate number of
Shares that may be issued pursuant to this Plan shall be 30,000. Except as
provided below, if an Option shall expire and terminate for any reason, in
whole of in part, without being exercised, the number of Shares as to which
such expired or terminated Option shall not have been exercised may again
become available for the grant of Options.
6. NO TANDEM OPTIONS. There shall be no terms and conditions under an Option
that provide that the exercise of an Incentive Stock Option reduces the
number of Shares for which a Nonqualified Stock Option may be exercised;
and there shall be no terms and conditions under an Option that provide
that the exercise of a Nonqualified Stock Option reduces the number of
Shares for which an Incentive Stock Option may be exercised.
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II. INCENTIVE STOCK OPTION PROVISIONS
1. GRANT OF INCENTIVE STOCK OPTIONS. Subject to the provisions of this Part
II, the Committee shall from time to time determine those individuals
eligible pursuant to Section 4 of Part I to whom Incentive Stock Options
shall be granted and the number of Shares subject to, and terms and
conditions of, such Options. The aggregate Fair Market Value (determined
as of the date of grant) of shares with respect to which incentive stock
options (as defined in Section 422 of the Code) are exercisable for the
first time by an individual in a calendar year (under all plans of the
Company Group) shall not exceed $100,000. Anything herein to the contrary
notwithstanding, no Incentive Stock Option shall be granted to an employee
if, at the time the Incentive Stock Option is granted, such employee owns
stock possessing more than 10% of the total combined voting power of all
classes of stock of any member of the Company Group unless the option price
is at least 110% of the Fair Market Value of the Shares subject to the
Incentive Stock Option at the time the Incentive Stock Options is granted
and the Incentive Stock Option is not exercisable after the expiration of
five (5) years from the date the Incentive Stock Option is granted.
2. TERMS AND CONDITIONS OF INCENTIVE STOCK OPTIONS. Each Incentive Stock
Option shall be evidenced by an option agreement that shall be in such form
as the Committee shall approve from time to time, and that shall comply
with and be subject to the following terms and conditions:
(a) NUMBER OF SHARES. Each Incentive Stock Option agreement shall state
the number of shares covered by the agreement.
(b) OPTION PRICE AND METHOD OF PAYMENT. The Option price of each
Incentive Stock Option shall be no less than the Fair Market Value of
the Shares on the date the Incentive Stock Option is granted. The
option price shall be payable on exercise of the Option (i) in cash or
by certified check, bank draft or postal or express money order, (ii)
by the surrender of Shares then owned, or upon acknowledgment of a
disqualifying disposition, up to the Vested Percentage of Shares being
then purchased, by the Participant, or (iii) partially in accordance
with clause (i) and partially in accordance with clause (ii) of this
Section 2(b). Shares so surrendered in accordance with clause (ii) or
(iii) shall be valued at the Fair Market Value thereof on the date of
the exercise, surrender of such Shares to be evidenced by delivery of
the certificate(s) representing such Shares in such manner, and
endorsed in such form, or accompanied by stock powers endorsed in such
form, as the Committee may determine.
(c) OPTION PERIOD.
(i) GENERAL. The period during which an Incentive Stock Option shall
be exercisable shall not exceed ten (10) years from the date such
Incentive Stock Option is granted; provided, however, that such
Option may be sooner terminated in accordance with the provisions
of this Section 2(c). Subject to the foregoing, the committee
may establish a period or periods with respect to all or any part
of the Incentive Stock Option during which such Option may not be
exercised and at the time of a subsequent grant of an Incentive
Stock Option or at such later time as the Committee may determine
accelerate the right of the Participant to exercise all or any
part of the Incentive Stock Option not then exercisable. The
number of Shares that may be purchased at any one
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time shall be ten (10) Shares, a multiple thereof or the total
number at the time purchasable under the incentive Stock Option.
(ii) TERMINATION OF EMPLOYMENT. If the Participant ceases to be an
employee of any member of the Company Group for any reason other
than Disability or death, any then outstanding Incentive Stock
Option Held by the participant shall terminate on the earlier of
the date on which such Option would otherwise expire under this
Plan or the Incentive Stock Option Agreement, or three (3) months
after such termination of employment, and such Option shall be
exercisable, prior to its termination, to the extent it was
exercisable as of the date of termination of employment.
(iii) DISABILITY. If a Participant's employment is terminated by
reason of Disability, any then outstanding Incentive Stock Option
held by the Participant shall terminate on the earlier of the
date on which such Option would otherwise expire under this Plan
or the Incentive Stock Option Agreement, or one (1) year after
such termination of employment, and such Option shall be
exercisable, prior to its termination, to the extent it was
exercisable as of the date of termination of employment.
(iv) DEATH. If a Participant's employment is terminated by death, the
representative of the Participant's estate or beneficiaries
thereof to whom the Option has been transferred shall have the
right during the one (1) year period following the date of the
Participant's death to exercise any then outstanding Incentive
Stock Options in whole or in part. The number of Shares in
respect of which an Incentive Stock Option may be exercised after
a Participant's death shall be the number of Shares in respect of
which such Option could be exercised as of the date of the
Participant's death. In no event may the period for exercising
an Incentive Stock Option extend beyond the date on which such
Option would otherwise expire under this Plan or the Incentive
Stock Option Agreement.
(d) NON-TRANSFERABILITY. An Incentive Stock Option shall not be
transferable or assignable by the Participant other than by will or
the laws of descent and distribution and shall be exercisable during
the Participant's lifetime only by the Participant.
(e) SEPARATE AGREEMENTS. Nonqualified Options may not be granted in the
same agreement as an Incentive Stock Option.
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III. NONQUALIFIED STOCK OPTION PROVISIONS
1. GRANT OF NONQUALIFIED STOCK OPTIONS. Subject to the provisions of this
Part III, the Committee shall from time to time determine those individuals
eligible pursuant to Section 4 of Part I to whom Nonqualified Stock Options
shall be granted and the number of Shares subject to, and terms and
conditions of, such Options.
2. TERMS AND CONDITIONS OF NONQUALIFIED STOCK OPTIONS. Each Nonqualified
Stock Option shall be evidenced by an option agreement that shall be in
such form as the Board shall approve from time to time, and that shall
comply with and be subject to the following terms and conditions:
(a) NUMBER OF SHARES. Each Nonqualified Stock Option agreement shall
state the number of Shares covered by the agreement.
(b) OPTION PRICE AND METHOD OF PAYMENT. The option price of each
Nonqualified Stock Option shall be such price as the Committee, in its
discretion, shall establish, and the Committee may, in its discretion,
reduce the option price of such Option at any time prior to the
exercise of the Option; provided however, that the option price may
not be less than the greater of 85% of the Fair Market Value of the
Shares on the date the Nonqualified Stock Option is granted or the par
value, if any, of the Shares. The option price shall be payable on
exercise of the Option (i) in cash or by certified check, bank draft
or postal or express money order, (ii) by the surrender of Shares then
owned, or up to the Vested Percentage of Shares being then purchased,
by the Participant, or (iii) partially in accordance with clause (i)
and Partially in accordance with clause(ii) of this Section 2(b).
Shares so surrendered in accordance with clause (ii) or (iii) shall be
valued at the Fair Market Value thereof on the date of exercise,
surrender of such Shares to be evidenced by delivery of the
certificate(s) representing such Shares in such manner, and endorsed
in such form, or accompanied by stock powers endorsed in such form, as
the Committee may determine.
(c) OPTION PERIOD.
(i) GENERAL. The period during which a Nonqualified Stock Option
shall be exercisable shall not exceed ten (10) years from the
date such Nonqualified Stock Option is granted; provided,
however, that such Option may be sooner terminated in accordance
with the provisions of this Section 2(c). Subject to the
foregoing, the Committee may establish a period or periods with
respect to all or any part of the Nonqualified Stock Option
during which such Option may not be exercised and at the time of
a subsequent grant of a Nonqualified Stock Option or at such
later time as the Committee may determine accelerate the right of
the Participant to exercise all or any part of the Nonqualified
Stock Option not then exercisable. The number of Shares which
may be purchased at any one time shall be ten (10) Shares, a
multiple thereof or the total number at the time purchasable
under the Nonqualified Stock Option.
(ii) TERMINATION OF EMPLOYMENT. If the Participant ceases to be an
employee of any member of the Company Group or ceases to perform
services for any member of the Company Group for any reason other
than Disability or death, any outstanding Nonqualified Stock
Option held by the Participant shall terminate on the earlier of
the
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date on which such Option would otherwise expire under this
Plan or the Nonqualified Stock Option Agreement or three (3)
months after such termination of employment or the provision of
services, and such Option shall be exercisable, prior to its
termination, to the extent it was exercisable as of the date of
termination of employment or the date on which services ceased to
be performed.
(iii) DISABILITY. If a Participant's employment or provision of
services is termination by Disability, any then outstanding
Nonqualified Stock Options held by the Participant shall
terminate on the earlier of the date on which such Option would
otherwise expire under this Plan or the Nonqualified Stock Option
Agreement or one (1) year after such termination of employment or
the provision of services, and such Option shall be exercisable,
prior to its termination, to the extent it was exercisable as of
the date of termination of employment or the date on which
services ceased to be performed.
(iv) DEATH. If a Participant's employment or provision of services is
terminated by death, the representative of the Participant's
estate or beneficiaries thereof to whom the Option has been
transferred shall have the right during the one (1) year period
following the date of the Participant's death to exercise any
then outstanding Nonqualified Stock Options in whole or in part.
The number of Shares in respect to which a Nonqualified Stock
Option may be exercised after a Participant's death shall be the
number of Shares in respect of which such Option could be
exercised as of the date of the Participant's death. In no event
may the period for exercising a Nonqualified Stock Option extend
beyond the date on which such Option would otherwise expire under
this Plan or the Nonqualified Stock Option Agreement.
(d) NON-TRANSFERABILITY. A Nonqualified Stock Option shall not be
transferable or assignable by the Participant other than by will or
the laws of descent and distribution, and shall be exercisable during
the Participant's lifetime only by the Participant.
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IV. RESTRICTED STOCK AND VESTING PROVISIONS
1. SHAREHOLDERS' AGREEMENT. Exercise of all Options is conditioned upon the
Participant's agreement to be bound by the terms of the Shareholders'
Agreement, such agreement to be evidenced by the Participant's execution of
the Option agreement and in such additional form as may be required by the
Committee.
2. VESTING PROVISIONS. Notwithstanding any provisions of this Plan or of the
Shareholders' Agreement to the contrary, all Options granted hereunder
shall not become exercisable except to the extent of the Participant's
Vested Percentage of such Options determined as set forth in the agreement
evidencing the grant of the Participant's Options.
3. OPTION SETTLEMENT. A Participant who on the date of termination of
employment has not exercised all or a portion of the Options granted such
Participant, which are exercisable as of such date, may surrender such
unexercised Options in exchange for a settlement payment as if such
Participant had fully exercised the remaining exercisable Options
immediately before termination and sold the Shares received for an amount
equal to the product of the Participant's Vested Percentage times the
excess of the Fair Market Value on the date of termination of such shares
over the exercise price payable with respect to such Shares. Any such
amount shall be payable in the same form and on the same terms that would
have applied to a purchase of Shares by the Company pursuant to the
Shareholder's Agreement. Any Options that have not vested or otherwise not
so settled, shall lapse.
4. CHANGE IN CONTROL. The Vesting Provisions of this Article IV shall
terminate and each Participant's Vested percentage shall be 100% in the
event of a sale of all or substantially all of the assets and business of
the Company or in the event of the Change-in-Control of the Company. For
purposes of this Article IV, a "Change-in-Control" shall be deemed to have
occurred with respect to the Company if any "Person" as defined below, has
acquired control of the Company. A Person has control if: (i) a Person
directly or indirectly or acting through one (1) or more other Persons
beneficially owns, controls, or has power to vote fifty percent (50%) or
more of the voting common stock of the Company; or (ii) the Person acquires
or agrees to acquire all or substantially all of the assets and business of
the Company; or (iii) the Board of the Company determines that the Person
directly or indirectly exercises a controlling influence over the
management or policies of the Company. A "Person" shall include a natural
person, corporation, or any other entity; provided however, that the term
"Person" shall not include any current shareholder or employee of the
Company on the date of adoption of this Plan or any estate or member of the
immediate family of such shareholder or employee.
5. SUBSCRIPTION AGREEMENT. At the time of exercise of any Option, the
Participant and the Company will enter a subscription agreement in the form
approved by the Committee, in which the payment terms will be identified
and in which, among other things, the Participant makes representations
acknowledging access to financial information about the Company.
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V. MISCELLANEOUS
1. EFFECTIVE DATE. This Plan shall become effective on December 1, 1992 (the
"Effective Date"), provided, however, that if the Plan is not approved by
the shareholders of the Company prior to the expiration date of the one
year period commencing on the Effective Date, Part II of this Plan and all
Incentive Stock Options granted hereunder shall be null and void and shall
be of no effect.
2. DURATION OF PROGRAM. Unless sooner terminated, the Plan shall remain in
effect for a period of ten (10) years after the Effective Date and shall
thereafter terminate. No Incentive Stock Options or Nonqualified Stock
Options may be granted after the termination of this Plan; provided,
however, that except as otherwise provided in Section 1 of this Part IV,
termination of the Plan shall not affect any Options previously granted,
which such Options shall remain in effect until exercised, surrendered or
canceled, or until they have expired, all in accordance with their terms.
3. CHANGES IN CAPITAL STRUCTURE, ETC. In the event of changes in the
outstanding common shares of the Company by reasons of stock dividends,
stock splits, recapitalizations, mergers, consolidations, combinations, or
exchange of shares, separations, reorganizations, or liquidations, the
number of Shares available under the Plan in the aggregate and the maximum
number of Shares as to which Options may be granted to any Participant
shall be correspondingly adjusted by the Committee. In addition, the
Committee shall make appropriate adjustments in the number of Shares as to
which outstanding Options, or portions thereof then unexercised, shall
relate, to the end that the Participant's proportionate interest shall be
maintained as before the occurrence of such events; such adjustment shall
be made without change in the total price applicable to the unexercised
portion of Options and with a corresponding adjustment in the option price
per Share.
4. RIGHTS AS SHAREHOLDER. A Participant entitled to Shares as a result of the
exercise of an Option shall not be deemed for any purpose to be, or have
rights as, a shareholder of the Company by virtue of such exercise, except
to the extent a stock certificate is issued therefor and then only from the
date such certificate is issued. No adjustments shall be made for
dividends or distributions or other rights for which the record date is
prior to the date such stock certificate is issued.
5. EXPENSES. The expenses of this Plan shall be paid by the Company.
6. WITHHOLDING. Any person exercising an Option shall be required to pay to
the appropriate member of the Company Group the amount of any taxes such
member is required by law to withhold with respect to the exercise of such
Option. Such payment shall be due on the date such member is required by
law to withhold such taxes. Such payment may also be made at the election
of the optionee by the surrender of Shares then owned by the optionee , or
the withholding of Shares otherwise to be issued to the optionee on
exercise, in an amount that would satisfy the withholding amount due;
provided, however, that the number of Shares withheld may not exceed a
Participant's Vested Percentage with respect to the Shares otherwise to be
issued. The value of such Shares withheld or delivered shall be equal to
the Fair Market Value of such Shares on the date of exercise. In the event
that such payment is not made when due, the Company shall have the right to
deduct, to the extent permitted by
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law, from any payment of any kind otherwise due to such person from any
member of the Company Group, all or part of the amount required to be
withheld.
7. COMPLIANCE WITH APPLICABLE LAW. Notwithstanding anything herein to the
contrary, the Company shall not be obligated to cause to be issued or
delivered any certificates evidencing Shares to be delivered pursuant to
the exercise of an Option, unless and until the Company is advised by its
counsel that the issuance and delivery of such certificates is in
compliance with all applicable laws and regulations of governmental
authority. The Company shall in no event be obligated to register any
securities pursuant to the Securities Act of 1933 (as now in effect or as
hereafter amended) or to take any other action in order to cause the
issuance and delivery of such certificates to comply with any such law or
regulation. The Committee may require, as a condition of the issuance and
delivery of such certificates and in order to ensure compliance with such
laws and regulations, that the Participant make such covenants, agreements
and representations as the Committee, in its sole discretion, deems
necessary or desirable.
8. APPLICATION OF FUNDS. Any cash proceeds received by the company from the
sale of Shares pursuant to Options will be used for general corporate
purposes.
9. AMENDMENT TO THE PLAN. The Board may from time to time suspend or
discontinue this Plan or revise or amend it in any respect whatsoever
except that, without approval of the shareholders, no such revision or
amendment shall (a) increase the number of Shares subject to this Plan, (b)
decrease the price at which Options may be granted, (c) remove the
administration of this plan from the Committee, (d) modify the requirements
as to eligibility for a grant of an Option, or (e) materially increase the
benefits accruing to the Participants under this Plan. No such suspension,
discontinuance, revision or amendment shall in any manner affect any grant
theretofore made without the consent of the Participant or the transferee
of the Participant, unless necessary to comply with applicable law.
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ADDENDUM TO ROGERS, CASEY & ASSOCIATES, INC.
1992 STOCK OPTION AND RESTRICTED STOCK PLAN
WHEREAS, Rogers, Casey and Associates, Inc. ("RCA"), a Delaware corporation has
adopted and maintains the Rogers, Casey & Associates, Inc. 1992 Stock Option and
Restricted Stock Plan (the "Plan"). Under the Plan, a certain number of
incentive stock options have been granted to certain employees of RCA, none of
which have been exercised;
WHEREAS, a subsidiary of BARRA, Inc., a California corporation ("BARRA") will
merge with and into RCA (the "Merger"), pursuant to which all the outstanding
and issued shares of RCA shall be converted into shares of common stock of BARRA
so that on the effective date of the Merger, RCA will be a wholly-owned
subsidiary of BARRA;
WHEREAS, BARRA will assume the Plan after the effective date of the Merger
pursuant to Section 424(a) of the Internal Revenue Code of 1986, as amended (the
"Code"), and shares of BARRA common stock will be substituted for the Options
under the Plan; and
WHEREAS, RCA desires to modify the provisions relating to the administration of
the Plan to comply with the requirements under Section 16(b) of the Securities
and Exchange Act of 1934, as amended (the "Exchange Act").
NOW THEREFORE, Plan shall be modified as follows:
1. Section I. 2 shall include the following definitions:
a. "Disinterested Person" shall mean a person who has not at any time
within one year prior to service as a member of the Committee (or during
such service) been granted or awarded Options or other equity securities
pursuant to the Plan or any other plan of the Company or any parent or
subsidiary. Notwithstanding the foregoing, a member of the Committee shall
not fail to be a Disinterested Person merely because he or she participates
in a plan meeting the requirements of Rule 16b-3(c)(2)(i)(A) or (B)
promulgated under the Exchange Act.
b. "Outside Director" shall mean a director of the Company who qualifies
as an outside director as such term is used in Section 162(m) of the Code
and defined in any applicable Treasury Regulations promulgated thereunder.
c. "Registration Date" shall mean the effective date of the first
registration of any class of the Company's equity securities pursuant to
Section 12 of the Exchange Act.
2. Section I.3 of the Plan shall be replaced by the following:
a. PROCEDURE.
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The Plan shall be administered and approved by a Committee appointed
by the Board, comprised of two (2) or more Outside Directors, subject
to such terms and conditions as the Committee may prescribe. Once
appointed, the Committee shall continue to serve until otherwise
directed by the Board. From time to time, the Board may increase the
size of the Committee and appoint additional members thereof, remove
members (with or without cause) and appoint new members in
substitution therefor, fill vacancies, however caused, and remove all
members of the Committee and, thereafter, directly administer the
Plan. Members of the Board or Committee who are either eligible for
Options or have been granted Options may vote on any matters affecting
the administration of the Plan or the grant of Options pursuant to the
Plan, except that no such member shall act upon the granting of an
Option to himself, but any such member may be counted in determining
the existence of a quorum at any meeting of the Board or the Committee
during which action is taken with respect to the granting of an Option
to him or her.
The Committee shall meet at such times and places and upon such notice
as the chairperson determines. A majority of the Committee shall
constitute a quorum. Any acts by the Committee may be taken at any
meeting at which a quorum is present and shall be by majority vote of
those members entitled to vote. Additionally, any acts reduced to
writing or approved in writing by all of the members of the Committee
shall be valid acts of the Committee.
b. PROCEDURE AFTER REGISTRATION DATE.
Notwithstanding subsection (a) above, after the Registration Date, the
Plan shall be administered either by: (i) the full Board, provided
that all members of the Board are Disinterested Persons; or (ii) a
Committee of two (2) or more directors, each of whom is a
Disinterested Person. After such date, the Board shall take all
action necessary to administer the Plan in accordance with the then
effective provisions of Rule 16b-3 promulgated under the Exchange Act,
and said regulations. After such date, however, Options can be
granted to members of the Board or the Committee only if: (i) the Plan
is being administered by a Committee consisting solely of
Disinterested Persons; or (ii) a majority of the Board and a majority
of the Directors acting with respect to such option grants consists of
Disinterested Persons.
c. POWERS OF THE COMMITTEE.
Subject to the provisions of the Plan, the Committee shall have the
authority: (i) to determine, upon review of relevant information, the
fair market value of the Shares; (ii) to determine the exercise price
of Options to be granted, the Participant to whom and the time or
times at which Options shall be granted, and
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the number of Shares to be represented by each Option; (iii) to
interpret the Plan; (iv) to prescribe, amend and rescind rules and
regulations relating to the Plan; (v) to determine the terms and
provisions of each Option granted under the Plan (which need not be
identical) and, with the consent of the holder thereof, to modify or
amend any Option; (vi) to authorize any person to execute on behalf of
the Company any instrument required to effectuate the grant of an
Option previously granted by the Committee; (vii) to accelerate or
(with the consent of the Optionee) defer an exercise date of any
Option; (viii) to determine whether Options granted under the Plan
will be Incentive Stock Options or Nonstatutory Stock Options; (ix) to
make all other determinations deemed necessary or advisable for the
administration of the Plan.
d. EFFECT OF COMMITTEE'S DECISION.
All decisions, determinations and interpretations of the Committee
shall be final and binding on all potential or actual Optionees, any
other holder of an Option or other equity security of the Company and
all other persons.
3. After the effective date of the Merger, BARRA shall assume the Plan, and
shares of BARRA common stock will therefore be substituted for the Options under
the Plan. In compliance with Section 424(a) of the Code, adjustments in the
number of outstanding Options, or portions thereof, shall be made so that the
Participant shall retain the proportionate interest in the Plan it maintained
prior to the Merger. The outstanding Options that have been granted to the
Participants shall be adjusted in price and number in accordance with Schedule
A, attached hereto and hereby incorporated by reference.
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ROGERS, CASEY & ASSOCIATES, INC.
1992 STOCK OPTION AND RESTRICTED STOCK PLAN AGREEMENT
Subject to the terms of the Rogers, Casey & Associates, Inc. 1992 Stock
Option and Restricted Stock Plan (the "Plan"), a true copy of which is annexed
hereto, , (the "Participant") is hereby granted an Incentive
Stock Option (as defined in the Plan) (herein the "Option") for shares
of the common stock of Rogers, Casey & Associates, Inc. (the "Company"), at an
option price per share of $ . Capitalized terms not defined herein have
the same meaning as in the Plan.
This Option may be exercised with respect to all or any number of the
shares specified above, in increments of ten (10) shares, at any time or times
from the date hereof until the earlier of November 30, 2002 or the termination
of Participant's employment other than by reason of death or disability.
Notwithstanding the foregoing, options to purchase shares under this Incentive
Stock Option shall not be exercisable for the first time in any calendar year
for shares in excess of $100,000 in fair market value at the time of the grant
of this Option.
PARTICIPANT ACKNOWLEDGES RECEIPT OF A COPY OF THE PLAN AND OF THE
SHAREHOLDER'S AGREEMENT AND UNDERSTANDS THE RESTRICTIONS IMPOSED UNDER
EACH.
The Options granted hereunder shall not become exercisable unless and until
the Annual Installment Limitation specified below has been met. The Options
granted hereunder shall become exercisable commencing on the date of this
agreement (the "First Exercise Date"), provided that in no event shall such
Options become exercisable more rapidly than in five equal annual installments
commencing on the First Exercise Date (the "Annual Installment Limitation").
For purposes of Article IV of the Plan, the Participant's Vested Percentage
at any time shall be the ratio of Options satisfying the Annual Installment
Limitation to the total Options granted the Participant hereunder.
In addition, the shares issued pursuant to the exercise of this Option
shall be subject to such forfeiture and other restrictions as may be established
by the Committee on accordance with the Plan.
This Option is not transferable by the Participant other than by will and
by laws of descent and distribution and is exercisable during the Participant's
lifetime only by such Participant.
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By signing below, the Participant hereby (1) accepts the Option on the
terms and subject to the restrictions provided above, (2) agrees to be bound by
the terms of the Shareholders' Agreement as requires under the Plan, and (3)
agrees to enter into a Subscription Agreement in the form approved by the
Committee at the time of exercise of this Option.
Dated:
---------------
ROGERS, CASEY & ASSOCIATES, INC. PARTICIPANT:
By
- -------------------------------- ---------------------------------
Its
- --------------------------------
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September 11, 1996
BARRA, Inc.
1995 University Avenue, Suite 400
Berkeley, CA 94704
Ladies and Gentlemen:
You have requested our opinion as special counsel for BARRA, Inc., a
California corporation (the "Company"), in connection with the registration
under the Securities Act of 1933, as amended, and the rules and regulations
promulgated thereunder, of an aggregate of 30,257 shares (the "Shares") of
the Company's Common Stock, no par value reserved for issuance under the
Rogers, Casey & Associates, Inc. 1992 Stock Option and Restricted Stock Plan
and Addendum to the Rogers, Casey & Associates, Inc. 1992 Stock Option and
Restricted Stock Plan (the "Plan"), pursuant to a Registration Statement on
Form S-8 (the "Registration Statement").
For purposes of this opinion, we have examined the Registration Statement as
filed with the Securities and Exchange Commission on the date hereof, and the
exhibits thereto. We have also been furnished with and have examined originals
or copies, certified or otherwise identified to our satisfaction, of all records
of the Company, agreements and other instruments, certificates of officers and
representatives of the Company, certificates of public officials and other
documents as we have deemed it necessary to review as a basis for the opinions
hereafter expressed. As to questions of fact material to such opinions, we
have, where relevant facts were not independently established, relied upon such
further legal and factual examination and investigation as we deem necessary for
purposes of rendering the following opinions.
In our examination we have assumed, without independent investigation with
respect to the accuracy thereof, the genuineness of all signatures, the legal
capacity of natural persons, the correctness of facts set forth in
certificates, the authenticity of all documents submitted to us as originals,
the conformity to original documents of all documents submitted to us as
certified or photostatic copies, and the authenticity, accuracy, and
completeness of the originals of such copies. We have also assumed that such
documents have each been duly authorized, properly executed and delivered by
each of the parties thereto other than the Company. We have also assumed that
the Shares when issued will be issued in compliance with the Securities Act
of 1933, as amended, and in accordance with the terms of the Plan and the
Company's Amended and Restated Articles of Incorporation.
We are members of the bar of the State of California. Our opinions below are
limited to the laws of the State of California, the General Corporation Law of
the State of California and the federal securities laws of the United States.
Based on the foregoing, and subject to the assumptions and qualifications set
forth herein, it is our opinion that all of the Shares, when issued, will be
legally and validly issued, fully paid and non-assessable.
We consent to the filing and use of this opinion as an exhibit to the
Registration Statement and consent to the use of our name under the caption
"Legal Matters" in the Prospectus.
Sincerely yours,
/s/ Graham & James LLP
-----------------------------
Graham & James LLP
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INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement of
BARRA, Inc. on Form S-8 pertaining to Rogers, Casey & Associates, Inc. 1992
Stock Option and Restricted Stock Plan, as amended, of our report dated May 17,
1996, incorporated by reference in the Annual Report on Form 10-K of BARRA, Inc.
for the year ended March 31, 1996.
/s/ Deloitte & Touche LLP
- -------------------------
Deloitte & Touche LLP
Seattle, Washington
September 6, 1996
24
