<PAGE>
As filed with the Securities and Exchange Commission on September 23, 1998.
Registration No. 333-__________
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------------------------
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
---------------------------------
BRAUNS FASHIONS CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 06-1195422
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification no.)
2400 XENIUM LANE NORTH, PLYMOUTH, MINNESOTA 55441
(Address of principal executive offices, including zip code)
BRAUNS FASHIONS CORPORATION
1992 DIRECTOR STOCK OPTION PLAN
(Full title of the plan)
Andrew K. Moller Copy to:
Chief Financial Officer Kevin L. Crudden
Brauns Fashions Corporation Robins, Kaplan, Miller & Ciresi L.L.P.
2400 Xenium Lane North 2800 LaSalle Plaza
Plymouth, Minnesota 55441 800 LaSalle Avenue
Minneapolis, Minnesota 55402
(612) 349-8500
(612) 551-5000
(Telephone number, including area code, of agent for service)
Approximate date of commencement of proposed sale:
FROM TIME TO TIME AFTER THE EFFECTIVE DATE OF THIS REGISTRATION STATEMENT.
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
PROPOSED
TITLE OF PROPOSED MAXIMUM
SECURITIES AMOUNT MAXIMUM AGGREGATE AMOUNT OF
TO BE TO BE OFFERING PRICE OFFERING REGISTRATION
REGISTERED REGISTERED PER SHARE(1) PRICE(1) FEE
- --------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, 40,000 $8.81 $352,400 $104
$.01 par value shares
- --------------------------------------------------------------------------------
</TABLE>
(1) Pursuant to Rule 457(c), the per share price is estimated, solely for the
purpose of determining the registration fee, based upon the average of the
high and low prices for such common stock on September 18, 1998 as reported
on The Nasdaq National Market.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents have been filed by Brauns Fashions Corporation (the
"Company") (File No. 0-19972) with the Commission pursuant to Section 13 or
15(d) of the Securities Exchange Act of 1934 (the "Exchange Act") and are
incorporated by reference herein:
a. The Company's Annual Report on Form 10-K for the fiscal year ended February
28, 1998;
b. The Company's Quarterly Report on Form 10-Q for the quarter ended May 30,
1998; and
c. The descriptions of the Company's capital stock contained in the Company's
Registration Statement on Form S-1 (Registration No. 33-45719) and
incorporated by reference into the Company's Registration Statement on Form
8-A (File No. 0-19972), filed with the Commission.
All documents filed with the Commission by the Company pursuant to Section
13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to 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 such securities then remaining to be sold shall be deemed to be
incorporated by reference herein and to be a 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 hereof to the extent 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. Any statement so
modified or superseded shall not be deemed to constitute a part hereof, except
as so modified or superseded.
ITEM 4. DESCRIPTION OF SECURITIES.
The common stock, par value $.01 per share (the "Common Stock"), of the
Company offered pursuant to this Registration Statement is registered under
Section 12(g) of the Exchange Act. The description of the Company's Common
Stock is incorporated by reference pursuant to Item 3 above.
The maximum number of shares of Common Stock to be issued pursuant to
options and awards under the Company's 1992 Director Stock Option Plan is 40,000
shares.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
The consolidated financial statements of the Company for the two years
ended February 28, 1998, included in its Annual Report (Form 10-K) for the year
ended February 28, 1998, have been audited by Price Waterhouse LLP, independent
auditors, as set forth in their report thereon included therein and incorporated
herein by
2
<PAGE>
reference. Such financial statements are incorporated herein by reference in
reliance upon such report given upon the authority of such firm as experts in
accounting and auditing.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Article V of the Company's Bylaws provides that the Company shall indemnify
the directors and officers to such extent as permitted by Section 145 of the
Delaware General Corporation Law, as now enacted or hereafter amended.
Further, the Company has purchased director and officer liability insurance
that insures directors and officers against certain liabilities in connection
with the performance of their duties as directors and officers, including
liabilities under the Securities Act of 1933, as amended, and provides for
payment to the Company of costs incurred by it in indemnifying its directors and
officers.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
3
<PAGE>
ITEM 8. EXHIBITS.
The following exhibits are filed with this Registration Statement on Form
S-8:
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
- ------ -----------
<S> <C>
4.1 Certificate of Incorporation of the Company (incorporated herein by
reference to the Company's Registration Statement on Form S-1
(Registration No. 33-45719))
4.2 Bylaws of the Company (incorporated herein by reference to the
Company's Registration Statement on Form S-1 (Registration No.
33-45719)).
5.1 Opinion of Robins, Kaplan, Miller & Ciresi L.L.P. as to the legality
of Common Stock of the Company (filed electronically herewith)
23.1 Consent of PricewaterhouseCoopers LLP (filed electronically herewith)
23.2 Consent of Robins, Kaplan, Miller & Ciresi L.L.P. (included in
Exhibit 5.1)
24.1 Power of Attorney (included on signature page and filed electronically
herewith)
99.1 1992 Director Stock Option Plan (filed electronically herewith)
</TABLE>
ITEM 9. UNDERTAKINGS.
(a) RULE 415 OFFERING.
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or the most
recent post-effective amendment thereof) which, individually
or in the aggregate, represent a fundamental change in the
information set forth in the registration statement; and
(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;
4
<PAGE>
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
apply if the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed by the
registrant pursuant to Section 13 or Section 15(d) of the Securities
Exchange Act of 1934 that are incorporated by reference in the registration
statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be
deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the
termination of the offering.
(b) FILINGS INCORPORATING SUBSEQUENT EXCHANGE ACT DOCUMENTS BY REFERENCE.
The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of
the registrant's annual report pursuant to Section 13(a) or Section 15(d)
of the 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 offering thereof.
(h) STATEMENT REQUIRED BY ITEM 512(h) IN CONNECTION WITH FILING OF
REGISTRATION STATEMENT ON FORM S-8.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of
the registrant pursuant to the foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the Securities
Act of 1933 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 of 1933 and will be
governed by the final adjudication of such issue.
5
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Minneapolis, State of Minnesota on September 22,
1998.
BRAUNS FASHIONS CORPORATION
By /s/ Andrew K. Moller
----------------------------------
Andrew K. Moller
Chief Financial Officer
6
<PAGE>
POWER OF ATTORNEY
We, the undersigned directors and officers of Brauns Fashions Corporation,
do hereby severally constitute and appoint William J. Prange and Andrew K.
Moller, and each of them singly, our true and lawful attorneys and agents, to do
any and all things and acts in our names in the capacities indicated below and
to execute any and all instruments for us and in our names in the capacities
indicated below which said William J. Prange or Andrew K. Moller, or either of
them, may deem necessary or advisable to enable Brauns Fashions Corporation to
comply with the Securities Act of 1933, as amended, and any rules, regulations
and requirements of the Securities and Exchange Commission, in connection with
the Registration Statement on Form S-8 relating to the offering of Common Stock,
including specifically, but not limited to, power and authority to sign for us
or any of us in our names in the capacities indicated below the Registration
Statement and any and all amendments (including post-effective amendments)
thereto; and we hereby ratify and confirm all that William J. Prange and Andrew
K. Moller, or either of them, shall do or cause to be done by virtue hereof.
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
President and Chief Executive September 22, 1998
/s/ William J. Prange Officer (Principal Executive
- ----------------------- Officer)
William J. Prange
Chief Financial Officer September 22, 1998
/s/ Andrew K. Moller (Principal Financial Officer and
- ----------------------- Principal Accounting Officer)
Andrew K. Moller
Chairman of the Board and September 22, 1998
/s/ Nicholas H. Cook Director
- -----------------------
Nicholas H. Cook
/s/ Marc C. Ostrow Director September 22, 1998
- -----------------------
Marc C. Ostrow
/s/ James J. Fuld, Jr. Director September 22, 1998
- -----------------------
James J. Fuld, Jr.
7
<PAGE>
/s/ Larry C. Barenbaum Director September 22, 1998
- -----------------------
Larry C. Barenbaum
/s/ Donald D. Beeler Director September 22, 1998
- -----------------------
Donald D. Beeler
8
<PAGE>
EXHIBIT 5.1
OPINION OF ROBINS, KAPLAN, MILLER & CIRESI, L.L.P.
ROBINS, KAPLAN, MILLER & CIRESI L.L.P.
2800 LaSalle Plaza
800 LaSalle Avenue
Minneapolis, MN 55402-2015
September 22, 1998
Brauns Fashions Corporation
2400 Xenium Lane North
Plymouth, MN 55441
Re: REGISTRATION STATEMENT ON FORM S-8
1992 DIRECTOR STOCK OPTION PLAN
REGISTRATION OF 40,000 SHARES OF COMMON STOCK
Ladies and Gentlemen:
We have acted as legal counsel for Brauns Fashions Corporation (the
"Company") in connection with the preparation of a Registration Statement on
Form S-8 (the "Registration Statement") to be filed with the Securities and
Exchange Commission, and the Prospectus to be used in conjunction with the
Registration Statement (the "Prospectus"), relating to the registration under
the Securities Act of 1933, as amended, of 40,000 shares (the "Shares") of
common stock, $.01 par value (the "Common Stock"), to be issued by the Company
pursuant to the Brauns Fashions Corporation 1992 Director Stock Option Plan,
(the "Plan") in the manner set forth in the Registration Statement and the
Prospectus.
In connection therewith, we have examined (a) the Certificate of
Incorporation and Bylaws of the Company, both as amended to date; (b) the
corporate proceedings of the Company relative to its organization and to the
authorization and issuance of the Shares; and (c) the Registration Statement and
the Prospectus. In addition to such examination, we have reviewed such other
proceedings, documents and records and have ascertained or verified such
additional facts as we deem necessary or appropriate for purposes of this
opinion.
Based upon the foregoing, we are of the opinion that:
1. The Company has been legally incorporated and is validly existing under the
laws of the State of Delaware.
2. All necessary corporate action has been taken by the Company to authorize
the issuance of the Shares.
<PAGE>
Brauns Fashions Corporation.
September 22, 1998
3. The Shares are validly authorized by the Company's Certificate of
Incorporation, as amended, and when issued and paid for as contemplated in
the Registration Statement and Prospectus, will be validly issued, fully
paid, and non-assessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to our firm under the caption "Legal
Matters" in the Prospectus.
Sincerely,
ROBINS, KAPLAN, MILLER & CIRESI L.L.P.
<PAGE>
EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated April 3, 1998, which appears on
page 16 of Braun's Fashions Corporation's Annual Report on Form 10-K for the
year ended February 28, 1998
PricewaterhouseCoopers LLP
Minneapolis, Minnesota
September 22, 1998
<PAGE>
EXHIBIT 99.1
BRAUNS FASHIONS CORPORATION
1992 DIRECTOR STOCK OPTION PLAN
1. PURPOSE; TYPE OF AWARDS AVAILABLE; CONSTRUCTION.
The purpose of the 1992 Director Stock Option Plan of Braun's Fashions
Corporation (the "Plan") is to provide a means whereby members of the Board of
Directors of Braun's Fashions Corporation (the "Company") who are not employed
as regular salaried officers or employees of the Company or any of its
affiliates (collectively, "Nonemployee Directors," or singly, a "Nonemployee
Director") may be given an opportunity to purchase shares of the Common Stock,
par value $.0l per share, of the Company (the "Common Stock") pursuant to
"non-qualified stock options" ("Options"). The Company believes that the Plan
will assist the Company (a) in retaining and motivating Nonemployee Directors of
the Company by providing them with an incentive to contribute to the long-term
growth of the Company through ownership in the Company and (b) to relate the
compensation of such Nonemployee Directors to the Company's Common Stock value
and thereby more closely align the interests of the Nonemployee Directors and
the Company's stockholders. The provisions of the Plan are intended to satisfy
the requirements of Section 16(b) of the Securities Exchange Act of l934, as
amended (the "Exchange Act") and shall be interpreted in a manner consistent
with the requirements thereof, as now or hereafter construed, interpreted and
applied by regulations, rulings and cases.
2. DEFINITIONS.
As used in this Plan, the following words and phrases shall have the
meanings indicated:
1. "Disability" shall mean a Nonemployee Director's inability to
engage in any substantial gainful activity by reason of any medically
determinable physical or mental impairment that can be expected to result in
death or that has lasted or can be expected to last for a continuous period of
not less than twelve (12) months.
2. "Fair Market Value" per share as of a particular date shall mean
(i) the closing sales price per share of Common Stock on the national securities
exchange on which the Common Stock is principally traded, for the last preceding
date on which there was a sale of such Common Stock on such exchange, or (ii) if
the shares of common Stock are then traded in an over-the-counter market, the
average of the closing bid and asked prices for the shares of Common Stock in
such over-the-counter market for the last preceding date on which there was a
sale of such Common Stock in such market.
3. "Option Price" shall mean the purchase price of the shares of
Common Stock covered by an Option.
<PAGE>
3. ELIGIBILITY.
Options to purchase 10,000 shares of Common Stock automatically will
be granted to a Nonemployee Director at the time such Nonemployee Director
becomes a member of the Board of Directors of the Company (the "Board of
Directors") for the first time. The number of shares of Common Stock covered by
an Option is subject to adjustment as provided in Section 7 hereof. The
approval by the Company's stockholders of the Plan and the granting of Options
to the Nonemployee Directors under this Plan shall constitute the only action
required to determine the Nonemployee Directors to whom Options may be granted
under this Plan and the number of shares of Common Stock which may be covered by
Options granted to such Nonemployee Directors, no further action being requested
of the Board of Directors.
4. COMMON STOCK.
The maximum number of shares of Common Stock reserved for issuance
under the Plan shall be 40,000, subject to adjustment as provided in Section 7
hereof. Such shares may, in whole or in part, be authorized but unissued shares
or shares that shall have been or may be reacquired by the Company.
If any outstanding award under the Plan should, for any reason expire,
be cancelled or be terminated (other than in connection with the exercise of a
Limited Right) without having been exercised in full, the shares of Common Stock
allocable to the unexercised, cancelled or terminated portion of such award
shall (unless the Plan shall have been terminated) become available for
subsequent grants of awards under the Plan.
5. TERMS AND CONDITIONS OF OPTIONS.
Each Option granted pursuant to the Plan shall be evidenced by a
written stock option agreement between the Company and the Nonemployee Director
receiving such Option (the "Option Agreement"), substantially in the form
attached hereto as Exhibit A, which Option Agreement shall comply with and be
subject to the following terms and conditions:
1. NUMBER OF SHARES. Each Option Agreement, shall state that the
Nonemployee Director has been granted an Option to purchase 10,000 shares of
Common Stock, subject to adjustment as provided in Section 5 hereof.
2. OPTION PRICE. The Option Price shall not be less than 100
percent of the Fair Market Value of the shares of Common Stock covered by the
Option on the date of grant. The Option Price shall be subject to adjustment as
provided in Section 6 hereof.
3. MEDIUM AND TIME OF PAYMENT. The Option Price shall be paid in
full, at the time of exercise, in cash or in shares of Common Stock having a
Fair Market Value equal to such Option Price or in a combination of cash and
Common Stock and may be effected in whole or in part with monies borrowed from
the Company; provided, however, that each such method and time for payment and
each such borrowing and terms and conditions of repayment shall be permitted by
and be in compliance with applicable law.
<PAGE>
4. VESTING, TERM AND EXERCISABILITY OF OPTIONS. Each Option
Agreement shall provide that Options granted thereunder will vest over a three
(3) year period, with one-third (1/3) of such Options becoming exercisable on
each of the first, second and third anniversary of the date of grant. An Option
may be exercised, as to any or all full shares of Common Stock as to which the
Option has become exercisable, by giving written notice of such exercise to the
Company or its designated agent and submitting payment of the Option Price to
the Company as provided in Section 5(f) hereof. Subject to Sections 5(e) and
5(f) hereof, the term of each Option shall be ten (10) years.
5. TERMINATION. Except as provided in this Section 5(e) and Section
5(f) hereof, an Option may not be exercised by a Nonemployee Director unless
such Nonemployee Director is then serving as a member of the Board of Directors
shall terminate (other than by reason of death or Disability), all Options of
such Nonemployee Director that are exercisable at the time of such termination
of service as a member of the Board of Directors may, unless earlier terminated
in accordance with their terms, be exercised within ninety (90) days after the
date of such termination of service as a member of the Board of Directors.
6. DEATH OR DISABILITY. If a Nonemployee Director shall die while
serving as a member of the Board of Directors, or within ninety (90) days after
the date of such Nonemployee Director's termination of service as a member of
the Board of Directors, or if such Nonemployee Director's termination of service
as a member' of the Board of Directors shall be due to Disability, all Options
theretofore granted to such Nonemployee Director (to the extent otherwise
exercisable) may, unless earlier terminated in accordance with their terms, be
exercised by such Nonemployee Director or by such Nonemployee Director's estate
or by a person who acquired the right to exercise such Options by bequest or
inheritance or otherwise by reason of the death or Disability of such
Nonemployee Director, at any time within one (1) year after the date or death or
Disability of such Nonemployee Director. In the event that an Option granted
hereunder shall be exercised by the legal representatives of a deceased or
former Nonemployee Director, written notice of such exercise shall be
accompanied by a certified copy of letters testamentary or equivalent proof of
the right of such legal representative to exercise such Option.
6. EFFECT OF CERTAIN CHANGES.
1. If there is any change in the shares of Common Stock through the
declaration of extraordinary dividends, stock dividends, recapitalization, stock
splits, or combinations or exchanges of such shares, or other similar
transactions, the number of shares of Common Stock available for awards under
the Plan, the number of such shares covered by outstanding awards under the
Plan, and the price per share of Outstanding Options shall be adjusted
accordingly by the Company to reflect such change in the issued shares of Common
Stock; provided, however, that any fractional shares resulting from such
adjustment shall be eliminated.
2. In the event of the dissolution or liquidation of the Company, in
the event of any corporate separation or division, including, but not limited
to, split-up, split-off or spin-off, or in the event of a merger or
consolidation of the Company with another entity, or other similar transactions,
the Company may provide that a Nonemployee Director shall have the right to
exercise
<PAGE>
an Option (at its then Option Price) or to receive in respect of other types of
awards the kind and amount of shares of stock and other securities, property,
cash or any combination thereof receivable upon such dissolution, liquidation,
or corporate separation or division, or merger or consolidation by a Nonemployee
Director of the number of shares of Common Stock subject to such award for which
such award might have been exercised or realized immediately prior to such award
might have been exercised or realized immediately prior to such dissolutions,
liquidation, corporate separation or division, or merger or consolidation.
7. PERIOD DURING WHICH AWARDS MAY BE GRANTED.
Awards may be granted pursuant to the Plan from time to time within a
period of ten (10) years from the date the Plan is adopted by the Board of
Directors, or the date the Plan is approved by the stockholders of the Company,
whichever is earlier.
8. NONTRANSFERABILITY OF AWARDS.
Awards granted under the Plan shall not be transferable otherwise then
by will or by the laws of descent and distribution, and awards may be exercised
or otherwise realized, during the lifetime of the Nonemployee Director, only by
the Nonemployee Director or by his guardian or legal representative.
9. APPROVAL OF STOCKHOLDERS.
The Plan shall take effect in accordance with Section 15 upon its
adoption by the Board of Directors, but the Plan (and any grants of awards made
prior to the stockholder approval mentioned herein) shall be subject to the
approval of the holders of a majority of the issued and outstanding shares of
voting securities of the Company entitled to vote, which approval must occur
within twelve (12) months of the date the Plan is adopted by the Board of
Directors.
10. AGREEMENT BY NONEMPLOYEE DIRECTORS REGARDING WITHHOLDING TAXES.
As a condition of exercise of an Option or Limited Right or other
realization of an award, each Nonemployee Director shall agree that no later
than the date of exercise or other realization of an award granted hereunder,
the Nonemployee Director will pay to the Company or make arrangements
satisfactory to the Company regarding payment of any federal, state or local
taxes of any kind required by law to be withheld upon the exercise of an Option
or Limited Right or other realization of an award.
11. AMENDMENT AND TERMINATION OF THE PLAN.
The Board of Directors at any time and from time to time may suspend,
terminate, modify or amend the Plan; provided, however, that any amendment that
any amendment that would increase the aggregate number of shares of Common Stock
as to which awards may be granted under the Plan to an amount in excess of
40,000 (subject to adjustment as provided in Section 6 hereof), or materially
increase the benefits accruing to Nonemployee Directors under the Plan, or
materially modify the requirements as to eligibility for participation in the
Plan shall be subject to the approval
<PAGE>
of the holders of a majority of the Common Stock issued and outstanding, except
that any such increase or modification that may result from adjustments
authorized by Section 6 hereof shall not require such approval. Notwithstanding
the above, the provisions in Section 3 and Section 5 hereof shall not be amended
more than once every six (6) months other than to comport with changes in the
Internal Revenue Code of l986, as amended, or the Employee Retirement Income
Security Act of 1974, as amended, or the rules thereunder.
12. RIGHTS AS A STOCKHOLDER.
A Nonemployee Director or transferee of an award shall have no rights
as a stockholder with respect to any shares covered by the award until the date
of the issuance of a stock certificate to him or her for such shares. No
adjustment shall be made for dividends (ordinary or extraordinary, whether in
cash, securities or other property) or distribution of other rights for which
the record date is prior to the date such stock certificate is issued, except as
provided in Section 6 hereof.
13. BENEFICIARY.
A Nonemployee Director may file with the Company a written designation
of a beneficiary on such form as may be prescribed by the Company and may, from
time to time, amend or revoke such designation. If no designated beneficiary
survives the Nonemployee Director, the executor or administrator of the
Nonemployee Director's estate shall be deemed to be the Nonemployee Director's
beneficiary.
14. GOVERNING LAW.
The Plan and all determinations made and actions taken pursuant hereto
shall be governed by the laws of the State of Delaware.
15. EFFECTIVE DATE AND DURATION OF THE PLAN.
This Plan shall be effective as of March 1, 1992, subject to the
approval of the Plan by the stockholders of the Company, and shall terminate on
the tenth (10th) anniversary of such date.
