As filed with the S.E.C. on December 27, 1996
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
__________________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
___________________
UNIROYAL TECHNOLOGY CORPORATION
(Exact name of Registrant as specified in its charter)
Delaware 65-0341868
(State or other jurisdiction (I.R.S. Employer
of Incorporation or organization) Identification Number)
Suite 900
Two North Tamiami Trail
Sarasota, Florida 34236
(941) 366-5282
(Address, including zip code, and telephone number, including
area code, of Registrant's principal executive offices)
UNIROYAL TECHNOLOGY CORPORATION 1995 NON-QUALIFIED STOCK OPTION PLAN
(Full title of the plan)
OLIVER J. JANNEY, ESQ.
Vice President, Secretary and General Counsel
Uniroyal Technology Corporation
Suite 900
Two North Tamiami Trail
Sarasota, Florida 34236
(Name and address of agent for service)
(941) 361-2212
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
Title of Amount to be Proposed Proposed
Securities to registered Maximum maximum aggre- Amount of
be registered offering price te offering registration
per unit* price* fee*
Uniroyal
Technology
Corporation
Common Stock
(par value 140,000 shares $3.375 $472,500 $162.93
$.01 per share)
* Estimated solely for the purpose of determining the registration fee in
accordance with Rule 457 under the Securities Act of 1933 based on the prices of
the grants to the date hereof.
<PAGE>
UNIROYAL TECHNOLOGY CORPORATION
UNIROYAL TECHNOLOGY CORPORATION 1995 STOCK OPTION PLAN
Cross Reference Sheet Pursuant to Item 501(b) of Regulation S-K
Form S-8 Item Number and Heading Prospectus Heading
Item 1. Plan Information Cover Page: the Plan;
Item 2. Registrant Information and Registrant and
Employee Plan Annual Information Plan Information
<PAGE>
PROSPECTUS
UNIROYAL TECHNOLOGY CORPORATION
140,000 Shares of Common Stock
Par Value $.01 Per Share
--------------------------
OFFERED PURSUANT TO THE
UNIROYAL TECHNOLOGY CORPORATION
1995 NON-QUALIFIED STOCK OPTION PLAN
--------------------------
This Prospectus covers shares of Common Stock, par value $.01 per
share, of Uniroyal Technology Corporation, a Delaware corporation (the
"Company") issuable upon the exercise of stock options granted under the
Uniroyal Technology Corporation 1995 Non-Qualified Stock Option Plan (the
"Plan").
The principal executive offices of the Company are located at Two North
Tamiami Trail, Suite 900, Sarasota, Florida 34236, telephone number (941) 366-
5282.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY
OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
No person has been authorized to give any information or to make any
representations, other than those contained herein, in connection with the offer
contained in this Prospectus, and, if given or made, such information or
representations must not be relied upon as having been authorized by the
Company. This Prospectus does not constitute an offer to sell, or a solicitation
of an offer to buy, the securities covered by this Prospectus by the Company in
any State in which, or to any person to whom, it is unlawful for the Company to
make such offer or solicitation. Neither the delivery of this Prospectus nor any
sale hereunder shall, under any circumstances, create an implication that there
has been no change in the affairs of the Company since the date hereof or that
the information contained or incorporated by reference herein is correct as of
any time subsequent to its date. This Prospectus should be read and retained for
future reference.
--------------------------
The date of this Prospectus is December 27, 1996.
<PAGE>
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"). In accordance
with the Exchange Act, the Company files reports and other information with the
Securities and Exchange Commission (the "Commission"). Copies of reports, proxy
statements and other information filed by the Company with the Commission can be
inspected and copied at the public reference facilities maintained by the
Commission at 450 Fifth Street, N.W., Washington, D.C. 20549, and at the
following regional offices of the Commission: 500 West Madison, Suite 1400,
Chicago, Illinois 60661; and 7 World Trade Center, 13th floor, New York, New
York 10048. Copies of such material also can be obtained at prescribed rates
from the Public Reference Section of the Commission at 450 Fifth Street, N.W.,
Washington, D.C. 20549. The common stock of the Company is listed on the
National Association of Securities Dealers Automated Quotation System
("Nasdaq"), where reports, proxy statements and other information concerning the
Company can also be inspected.
The Company has filed with the Commission a Registration Statement
under the Securities Act of 1933, as amended (the "Securities Act"), for the
registration of the securities offered hereby. This Prospectus omits certain
information set forth or incorporated by reference in the Registration
Statement. The Company will provide without charge to each person to whom a copy
of this Prospectus is delivered, upon written or oral request of such person, a
copy of any and all of the information that has been incorporated by reference
in the Registration Statement (not including exhibits to the information that is
incorporated by reference unless such exhibits are specifically incorporated by
reference into the information that the Registration Statement incorporates).
Any such requests should be directed to: Secretary, Uniroyal Technology
Corporation, Suite 900, Two North Tamiami Trail, Sarasota, Florida 34236.
The Company will furnish to each person participating in the Plan to
whom this Prospectus is given a copy of the Company's Annual Report, which
contains the balance sheets of the Company as of the preceding two fiscal years
and the related statements of operations, changes in shareholders' equity and
cash flows for each of the preceding three fiscal years. Any person who has
previously received a copy of such Annual Report may receive another without
charge upon written or oral request to the Secretary of the Company at the
address of the Company set forth above. Upon written or oral request to the same
location, the Company will deliver to any person participating in the Plan who
does not otherwise receive such material copies of all reports, proxy statements
and other communications distributed to shareholders generally. Additional
information concerning the Plan may be provided in the future by means of
appendices to this Prospectus.
<PAGE>
TABLE OF CONTENTS
Page
GENERAL INFORMATION..........................................................1
THE PLAN ....................................................................1
Purpose of Plan.....................................................1
Administration of the Plan..........................................1
Shares Available under the Plan; Option Exercise Price..............2
Eligibility.........................................................2
Description of Options..............................................2
Adjustment of Shares; Effect of Certain Transactions................3
Termination, Suspension or Amendment of the Plan....................3
Restrictions on Resale..............................................3
FEDERAL INCOME TAX CONSEQUENCES..............................................3
REGISTRANT AND PLAN INFORMATION..............................................5
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT..................6
Item 3. Incorporation of Documents by Reference....................6
Item 4. Description of Securities..................................6
Item 5. Interests of Named Experts and Counsel.....................6
Item 6. Indemnification of Directors and Officers..................6
Item 7. Exemption from Registration Claimed........................7
Item 8. Exhibits...................................................8
Item 9. Undertakings...............................................8
<PAGE>
GENERAL INFORMATION
The title of the plan is the Uniroyal Technology Corporation 1995
Non-Qualified Stock Option Plan (the "Plan"), and the name of the registrant
whose securities are to be offered pursuant to the Plan is Uniroyal Technology
Corporation (the "Company"). The Plan is not subject to the Employee Retirement
Income Security Act of 1974, as amended, nor is it a qualified plan under
Section 401(a) of the Internal Revenue Code of 1986, as amended (the "Code").
The Company established the Plan effective April 25, 1995, and the Plan
was amended on November 2, 1995. The Plan was adopted by the stockholders of the
Company on February 14, 1996, and was amended by the Board of Directors of the
Company (the "Board") on December 11, 1996. The terms of the Plan are
summarized below.
This Prospectus covers the shares of common stock, par value $0.01 per
share, of the Company ("Common Stock") that are issuable upon exercise of
options issued pursuant to the Plan ("Options") and the shares of Common Stock
that are issuable pursuant to the Plan ("Shares"). This Prospectus is not
available for the resale of the Common Stock under the Plan by affiliates of the
Company. An "affiliate," as defined by the Commission, is a person who directly
or indirectly through one or more intermediaries, controls, or is controlled by,
or is under common control with, the Company. Participants in the Plan who are
affiliates of the Company may sell securities delivered under this Prospectus
only pursuant to a registration statement and prospectus, or pursuant to an
appropriate exemption from the registration requirements of the Securities Act.
See "Restrictions on Resale."
THE PLAN
The following is only a summary of the terms of the Plan and is
qualified in its entirety by provisions of the Plan. The summary herein of the
Plan does not purport to be complete, and reference is made to the Plan (a copy
of which is filed as an exhibit to the Registration Statement and is
incorporated herein by reference) for a full and complete statement of the terms
and provisions thereof. Additional copies of the Plan are available upon request
from the Secretary of the Company at the address set forth above under
"Available Information." Each Plan participant should refer to the Plan and his
or her particular option award agreement for information concerning the specific
terms and conditions of securities issued pursuant to the Plan.
Purpose of Plan
The Plan is intended as an incentive to retain as directors on the
Board of Directors persons of training, experience and ability, to encourage the
sense of proprietorship of such persons and to stimulate the active interest of
such persons in the development and financial success of the Company.
Administration of the Plan
The Plan is administered by the Board of Directors of the Company (the
"Board").
Subject to the Board's right to discontinue the Plan at any time, the
Plan will remain in effect until all Options issued under the Plan have either
been exercised or have expired.
4
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Shares Available under the Plan; Option Exercise Price
A total number of up to the number of Shares calculated by multiplying
by the number of directors participating in the Plan by the number calculated
pursuant to the formula set forth below in "Description of Options" shall be
subject to the Plan; such number shall be recalculated at the beginning of each
fiscal year of the Company and at the time of any changes in the independent
directors participating in the Plan to include the number of shares added to the
Plan in such fiscal year. The Shares subject to the Plan shall consist of
unissued shares or previously issued shares reacquired and held by the Company,
or any corporation or entity in which the Company directly or indirectly
controls 50% or more of the total combined voting power of all classes of its
stock having voting power (any such corporation or entity being hereinafter
referred to as a "Subsidiary"), and such number of Shares shall be and hereby is
reserved for sale for such purpose. Should any Option expire or be canceled
prior to its exercise in full, the Shares theretofore subject to such Option may
not again be subjected to an Option under the Plan. See "Description of
Options".
Eligibility
Options under the Plan may be granted only to directors of the Company.
Description of Options
General. The Plan offers directors of the Company, as
additional compensation, the opportunity to purchase up to 5,000 shares of
Common Stock ("Shares") each year (10,000 in the first year of the Plan) at the
closing price of the Common Stock on the Nasdaq National Market on the grant
date. The Plan provides for the use of unissued shares or previously issued
shares reacquired and held by the Company or any corporation or other entity in
which the Company, directly or indirectly, controls 50% or more of the total
combined voting power of all classes of its stock having voting power. Upon the
later of the adoption of the Plan, or 30 days after initally becoming or being
reelected as a director of the Company , each director will receive a grant of
the options. Each option has an exercise price for related Shares that is
equal to the fair market value of the Shares on the date that the Option is
granted. The fair market value of the Shares is the last sale price for the
Common Stock on the Nasdaq National Market for such date. Each Option granted
under the Plan is for a term of three years from the date of granting of such
Option. An Option may be exercised in whole or in part at any time beginning
nine months after the date of grant. In the event of the death of an optionee
during his or her term of service as a director of the Company, to the extent
that the optionee was entitled to exercise an Option at the time of his or
her death, the Option may be exercised during a one-year period following
the date of death (but not later than the expiration of the term
of the Option) by the optionee's estate or by a person who has
acquired the right to exercise the Option by bequest or inheritance. No Option
or any rights or interest therein may be assignable or transferable by an
optionee except by will or the laws of descent and distribution.
The Board may authorize the grant of Options on terms that permit
the optionee to transfer such Option to one or more members of the
optionee's immediate family or to a trust for the benefit of one or
more members of teh optionee's immediate family.
Purchase for Investment. The Company has no obligation to
register Shares covered by the Plan under the Securities Act.
The Company may require each person exercising an Option under
the Plan to give a representation in writing that such person is
Acquiring Shares for his or her own account for investment and
not with
<PAGE>
a view to or for sale in connection with distribution of any portion thereof.
Adjustment of Shares; Effect of Certain Transactions
The Plan provides the Board of Directors with discretion to make
proportionate adjustments to reflect changes in capitalization affecting the
Common Stock, such as a stock dividend, stock split, recapitalization, merger,
consolidation, split-up, combination, exchange of shares, other form of
reorganization or any other changes affecting the Common Stock.
Termination, Suspension or Amendment of the Plan
The Board of Directors may, at any time or from time to time,
terminate, suspend or amend the Plan, provided that no amendment shall be made
without the approval of the stockholders of the Company that will (1) increase
the total number of Shares reserved for Options under the Plan (other than an
increase resulting from an adjustment to reflect a change in the capitalization
of the Company), (2) modify the provisions of the Plan relating to eligibility,
or (3) materially increase the benefits accruing to participants under the Plan.
The rights and obligations under any Option granted before amendment of the Plan
or any unexercised portion of such Option may not be adversely affected by
termination, suspension or amendment of the Plan or the Option without the
consent of the holder of such Option.
Restrictions on Resale
Any person receiving Shares upon exercise of an Option who is an
"affiliate" of the Company, as the term "affiliate" is used in Rules 144 and 405
under the Securities Act, generally may reoffer or resell such Shares only
pursuant to a registration statement filed under the Securities Act (the Company
having no obligation to file such a registration statement) or pursuant to Rule
144 under the Securities Act. Any person who may be an "affiliate" of the
Company may wish to consult with counsel before transferring the outstanding
Common Stock owned by such person. In addition, participants are advised to
consult with counsel as to the applicability of Section 16 of the Exchange Act
to their transactions under the Plan. Section 16 requires the filing by persons
subject to its provisions of certain reports with the Commission regarding
changes in beneficial ownership of the Company's equity securities, including
options. Moreover, Section 16 can have the effect of requiring the profits on
purchases and sales of the Company's equity securities occurring within a
six-month period to be turned over to the Company.
FEDERAL INCOME TAX CONSEQUENCES
The Plan is intended to provide for the grant of Nonstatutory Options
under Section 83 of the Internal Revenue Code of 1986, as amended (the "Code")
which are not incentive options under Section 422 of the Code. The following
statements are intended to summarize the general principles of federal
income tax law applicable to awards of Nonstatutory Options that may be
granted under the Plan, based on existing provisions of the Code.
The Treasury Regulations under present law provide in Section 1.83-7,
with respect to the Nonstatutory Options which may be granted to participants
under the Plan, that no gain or loss is recognized to the optionee at the time
such an Option having no ascertainable fair market value is granted.
Nonstatutory Options granted
<PAGE>
under the Plan would not be considered, under the Treasury Regulations, as
having ascertainable fair market value. Upon exercise of a Nonstatutory Option,
the difference between the fair market value on the date of exercise and the
Option exercise price will be treated as compensation income to the optionee
under Section 61 or Section 83 of the Code. On a subsequent sale or exchange of
Shares acquired pursuant to the exercise of a Nonstatutory Option, the optionee
may have taxable gain or loss, measured by the difference between the amount
realized on the disposition and the tax basis of such Shares. The tax basis
will, in general, be the amount paid for the Shares plus the amount treated as
compensation income at the time the Shares were acquired pursuant to the
exercise of the Option. Provided that the Shares have been held for the
requisite statutory holding period, such gain or loss would constitute long-term
capital gain or loss.
The optionee may choose to exercise a Nonstatutory Option in whole or
in part by transferring shares of common stock of the Company in payment of part
or all of the exercise price. Under Section 1036 of the Code, an exchange of
common shares for common shares of the same corporation is a nontaxable exchange
and, in general, under Section 1031(d) the basis of the shares exchanged is
treated as the substituted tax basis for the shares received. However, if the
principles of Revenue Ruling 80- 244, 1980-2 C.B. 234, are applied to an
exchange of shares used to exercise a Nonstatutory Option, the shares tendered
would be treated as exchanged for an equivalent number of option shares, which
would take the tax basis of the tendered shares. If the principles of Revenue
Ruling 80-244 remain applicable, no gain or loss will be recognized to the
optionee with respect to the shares exchanged and the optionee will be treated
as receiving an equivalent number of shares acquired pursuant to the exercise of
the option in a nontaxable exchange under Section 1036 of the Code. The basis of
the shares exchanged will be treated as the substituted tax basis for an
equivalent number of option shares received. The fair market value of any shares
received in excess of the number of shares exchanged, however, will be treated
as compensation income under Section 61 or Section 83 of the Code. The basis of
such additional shares will be the same as the amount included in the optionee's
income as compensation.
If the Company complies with the withholding requirements under Section
3402 of the Code, as provided by Section 1.83-6(a)(2) of the Treasury
Regulations, the Company will be entitled to a federal income tax deduction
under Section 162 of the Code in the same amount and at the same time as the
optionee of the Nonstatutory Option is required to recognize compensation
income.
<PAGE>
Interpretation
The foregoing statements are intended to summarize the general
principles of current federal income tax law applicable to Options that may be
granted under the Plan. It is emphasized that, while the Company believes that
the foregoing statements are correct based on existing provisions of the Code
and the interpretations thereof, no assurance can be given that legislative,
administrative or judicial changes or interpretations will not occur which would
modify such statements. Any participant in the Plan, should, therefore, consult
his or her own tax advisor concerning the income tax consequences of the grant,
exercise or surrender of such options and the disposition of any stock acquired
pursuant to the exercise of such options, because individual financial
situations may vary and state and local tax considerations may be significant.
REGISTRANT AND PLAN INFORMATION
The documents incorporated by reference in Item 3 of Part II of the
Registration Statement can be obtained without charge, upon written or oral
request to the following: Secretary, Uniroyal Technology Corporation, Two North
Tamiami Trail, Suite 900, Sarasota, Florida 34236; telephone (941)366-5282.
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
The following documents filed by the Company with the Securities and
Exchange Commission (the "Commission") are incorporated herein by reference:
(1) The Company's Annual Report on Form 10-K for the fiscal year ended
September 29, 1996.
(2) The description of the Company's common stock contained in
Amendment No. 4 on Form 8 to the Company's Registration Statement on Form 10
dated October 1, 1992.
(3) All documents filed by the Company with the Commission pursuant to
Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934
subsequent to the date of this registration statement and prior to the
termination of the offering of securities made by this registration statement.
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 or incorporated by reference herein or in any other subsequently filed
document that also is or is deemed to be incorporated by reference herein
modifies or supersedes such statement. Any statement so modified shall not be
deemed, except as so modified, to constitute a part of this registration
statement.
Item 4. Description of Securities
Not applicable.
Item 5. Interests of Named Experts and Counsel
The opinion and consent of Oliver J. Janney, Esq., Vice President, General
Counsel and Secretary of the Company, addressing certain legal matters is
attached hereto as Exhibits 5.1 and 23.1. As of December 1, 1996, Mr. Janney
owned certain securities of the Company.
Item 6. Indemnification of Directors and Officers
Each of Article Twelfth of the Company's Amended and Restated Certificate
of Incorporation and Section 12 of the By-Laws of the Company provides for the
indemnification of its officers and directors to the fullest extent permitted by
the General Corporation Law of the State of Delaware ("Delaware Code"). Pursuant
to Section 145 of the Delaware Code, a Delaware corporation generally has the
power to indemnify its present and former directors and officers against
expenses incurred by them in connection with any suit to which such directors
and officers are, or are threatened to be made, a party by reason of their
serving in such positions, so long as they acted in good faith and in a manner
they reasonably believed to be in, or not opposed to, the best interests of the
corporation for which they served in such positions, and, with respect to any
criminal action, they had no reasonable cause to believe their conduct was
unlawful. The indemnity may include expenses (including
<PAGE>
attorneys' fees), judgments, fines and amounts paid in settlement actually and
reasonably incurred by such person in connection with such action, suit or
proceeding, provided that such director or officer acted in good faith and in a
manner such director or officer reasonably believed to be in or not opposed to
the best interests of the corporation and, with respect to any criminal action
or proceeding, had no reasonable cause to believe such director's or officer's
conduct was unlawful. Indemnification is not available if such person is
adjudged to be liable to the corporation for which he or she served in such
positions, unless and only to the extent the court in which such action is
brought determines that, despite the adjudication of liability, and in view of
all the circumstances, the person is reasonably and fairly entitled to
indemnification for such expenses as the court shall deem proper. Where a
director or officer is successful on the merits or otherwise in the defense of
any action referred to above or in defense of any claim, issue or matter
therein, the corporation must indemnify such director or officer against the
expenses (including attorneys' fees) which he or she actually and reasonably
incurred in connection therewith. The Company has the power to purchase and
maintain insurance for such persons. The statute also expressly provides that
the power to indemnify authorized thereby is not exclusive of any rights granted
under any by-law, agreement, vote of stockholders or disinterested directors, or
otherwise.
The Company has in effect insurance policies in the amount of $15 million
covering all of the Company's directors and officers in certain instances where
by law they may not be indemnified by the Company.
The above discussion of the Amended and Restated Certificate of
Incorporation and By-Laws of the Company and of Section 145 of the Delaware Code
is not intended to be exhaustive and is qualified in its entirety by such
Amended and Restated Certificate of Incorporation and By-Laws and the Delaware
Code.
Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers and controlling persons of the Company
pursuant to the provisions described under this Item 6, or otherwise, the
Company has been advised that in the opinion of the Securities and Exchange
Commission (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 Shares 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.
Item 7. Exemption from Registration Claimed
Not applicable.
<PAGE>
Item 8. Exhibits
The following Exhibits are filed herewith:
Exhibit Number Description
4.1
*4.2 Amended and Restated Certificate of Incorporation of Uniroyal
Technology Corporation
**4.3 By-Laws of Uniroyal Technology Corporation, as
amended to November 14, 1996
4.4 Information relating to the Company's long-term
debt is set forth in Note 8 to the financial statements
contained in the Company's Annual Report on Form 10-K
with respect to the fiscal year ended September 29,
1996 (File No. 0-20686), which information is
incorporated herein by reference.
5.1 and 23.1 Opinion and Consent of General Counsel of Uniroyal
Technology Corporation.
**10.1 Uniroyal Technology Corporation 1995 Non-Qualified
Stock Option Plan, as amended to December 11, 1996
23.2 Consent of Deloitte & Touche LLP
Item 9. Undertakings
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this registration statement:
(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;
(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.
- ----------------------
* Filed with the Registration Statement of the Company on
Form S-1 dated March 29, 1993, and incorporated herein by
reference.
** Filed with the Annual Report of the Company on Form 10-K
dated December __, 1996, and incorporated herein by
reference.
<PAGE>
Provided, however, that paragraphs (a)(1)(i) and (ii) do not apply if the
registration statement is on Form S-3 or Form S-8, and the information required
to be included in a post-effective amendment by those paragraphs is contained in
periodic reports filed 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) 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
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the registrant pursuant to the foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer or controlling person of the registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act, 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 New York, State of New York on December 27, 1996.
UNIROYAL TECHNOLOGY CORPORATION
By: /S/ George J. Zulanas, Jr.
George J. Zulanas, Jr.
Vice President and Treasurer
(Principal Financial Officer and
Principal Accounting Officer)
UNIROYAL TECHNOLOGY CORPORATION
OPTION COMMITTEE
By: /S/ Roland H. Meyer
Roland H. Meyer, Chairman
Uniroyal Technology Corporation
Option Committee
Pursuant to the requirements of the Securities Act, this
registration statement has been signed by the following
persons in the capacities and on the dates indicated.
/S/ Howard R. Curd Director, Chairman December 27, 1996
Howard R. Curd of the Board and
Chief Executive Officer
/S/ George J. Zulanas, Jr. Vice President, December 27, 1996
George J. Zulanas, Jr. Treasurer, and Chief
Financial Officer
(Principal Financial
Officer and Principal
Accounting Officer)
<PAGE>
/S/ Peter C.B. Bynoe Director December 27, 1996
Peter C.B. Bynoe
/S/ Richard D. Kimbel Director December 27, 1996
Richard D. Kimbel
/S/ Curtis L. Mack Director December 27, 1996
Curtis L. Mack
/S/ Roland H. Meyer Director December 27, 1996
Roland H. Meyer
/S/ John A. Porter Director December 27, 1996
John A. Porter
/S/ Thomas J. Russell Director December 27, 1996
Thomas J. Russell
/S/ Robert L. Soran Director, December 27, 1996
Robert L. Soran President and
Chief Operating
Officer
December 27, 1996
Uniroyal Technology Corporation
Two North Tamiami Trail, Suite 900
Sarasota, Florida 34236
Dear Sirs:
I have acted as counsel to Uniroyal Technology Corporation,
a Delaware corporation (the "Company"), in connection with the
preparation and filing by the Company with the Securities and
Exchange Commission of a registration statement of the Company on
Form S-8 (the "Registration Statement") under the Securities Act of
1933, as amended, with respect to the offering and sale of up to
140,000 shares of common stock, $0.01 par value per share ("Common
Stock"), of the Company issuable upon exercise of options granted
pursuant to the Company's 1995 Non-Qualified Stock Option Plan
(the "Plan"). Terms defined in the Registration Statement and
not otherwise defined herein are used herein with the meanings
as so defined.
In so acting, I have examined originals or copies, certified
or otherwise identified to my satisfaction, of the Registration
Statement, the Plan, and such corporate records, agreements, documents
and other instruments, and such certificates or comparable documents
of public officials and of officers or representatives of the
Company as I have deemed relevant or necessary as a basis for
the opinion hereinafter set forth. I have also made such inquiries
of such officers and representatives as I have deemed relevant
or necessary for a basis for the opinion hereinafter set forth.
<PAGE>
Uniroyal Technology Corporation
December 27, 1996
Page Two
In such examination, I have assumed the genuineness of all
signatures, the authenticity of all documents submitted to me as
originals, the conformity to original documents submitted to me as
certified or photostatic copies and the authenticity of such latter
documents.
Based on the foregoing, and subject to the qualifications
stated herein, I am of the opinion that the shares of Common Stock
initially issuable upon exercise of the Options will be validly issued,
fully paid and non-assessable and free of preemptive rights.
The opinion herein is limited to the laws of the State of
Florida, the General Corporation Law of the State of Delaware and the
federal laws of the United States, and I express no opinion as to the
effect of the laws of any other jurisdiction on the matters addressed
in this opinion.
I consent to the use of this opinion as an exhibit to the
Registration Statement. I further consent to the use of this opinion
as an exhibit to applications to securities commissioners of various
states of the United States for registration or qualification of the
Common Stock issuable on exercise of the Options under the securities
(or "Blue Sky") laws of such states to the extent that such registration
or qualification may be required.
This opinion is rendered solely for your benefit in connection
with the Plan. This opinion may not be used or relied upon by any other
person and may not be disclosed, quoted, filed with a governmental agency
or otherwise referred to without my prior written consent, except as
noted above.
Very truly yours,
/S/ Oliver J. Janney
Oliver J. Janney
We consent to the incorporation by reference in the Registration
Statement of Uniroyal Technology Corporation on Form S-8 of our
report dated December 20, 1996, appearing in the Annual Report on
Form 10-K of Uniroyal Technology Corporation for the year ended
September 29, 1996.
/S/ Deloitte & Touche LLP
Tampa, Florida
December 27, 1996
