Registration No. 333-______
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
AYDIN CORPORATION
(Exact name of issuer as specified in its charter)
Delaware 23-1686808
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
700 Dresher Road
Horsham, PA 19044
(Address of Principal Executive Offices) (Zip Code)
1996 Equity Incentive Plan
and
Stock Bonus Plan
__________________________
(Full title of the plan)
Robert A. Clancy, Secretary
AYDIN CORPORATION
700 Dresher Road
Horsham, PA 19044
215-657-7510
(Name and address and telephone number of agent for service)
________________________________
Copy to:
John W. Kauffman, Esquire
Duane, Morris & Heckscher
One Liberty Place
Philadelphia, PA 19103-7396
215-979-1000
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Title of Amount Proposed Proposed
Amount of
securities to to be maximum maximum
registration
be registered registered(1) offering aggregate
fee (2)
price per offering
share (2) price (2)
<S> <C> <C> <C>
<C>
Common Stock 1,000,000 shares $10.56 $10,560,000.00
$3,200.00
$1 par value
<FN>
(1) The registration statement also covers an indeterminable
additional number of shares as may become issuable
pursuant to the anti-dilution provisions of the options.
(2) For the Equity Incentive Plan, calculated at an average
option price of $10.32 per share for 385,500 shares at
which options already granted may be exercised, pursuant
to paragraph (h) of Rule 457, and for the remaining
114,500 option shares, estimated solely for purposes of
calculating the registration fee pursuant to paragraph
(c) of Rule 457, based upon the average of the high and
low prices as reported by the New York Stock Exchange,
Inc. on July 9, 1997, of $12.1875 per share. For the
Stock Bonus Plan, estimated solely for purposes of
calculating the registration fee pursuant to paragraph
(c) of Rule 457, based upon 85% (the offering price) of
the average high and low prices as reported by the New
York Stock Exchange, Inc. on July 9, 1997 of $12.1875 per
share.
</TABLE>
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents, which are on file with the
Securities and Exchange Commission, are incorporated in the
Section 10(a) prospectus under the Securities Act of 1993
(the "Securities Act") by reference:
(a) Aydin Corporation's ("Aydin" or the "Company") annual
report on Form 10-K for the year ended December 31, 1996
filed March 31, 1997, pursuant to Section 13(a) or 15(d) of
the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), which contains, either directly or by
incorporation by reference, audited financial statements for
the Company's latest fiscal year for which such statements
have been filed, and the notes to the financial statements
with information as to stock options, including the amounts
outstanding, their average exercise price, and range of
expiration dates.
(b) All other reports filed by the Company pursuant to
Section 13(a) or 15(d) of the Exchange Act since the end of
the fiscal year covered by the documents of the Company
referred to in (a) above.
(c) The Company's definitive proxy statement filed pursuant
to Section 14 of the Exchange Act in connection with the
annual meeting of its stockholders held on April 25, 1997.
(d) The Company's Registration Statement, File No. 1-7203
as amended, filed under Section (12(b) of the Exchange Act,
containing a description of the Common Stock of the Company,
including any amendments or reports filed for the purpose of
updating such description.
All reports and other documents filed by the Company
after the filing hereof pursuant to Sections 13, 14 and 15(d)
of the Exchange Act, as amended, prior to the filing of a
post-effective amendment which indicates that all securities
offered hereby have been sold or which deregisters all
securities remaining unsold, shall be deemed to be
incorporated by reference herein and to be a part hereof from
the date of the filing of such reports and 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.
The Company's By-Laws provide indemnification for
directors, officers or employees from any loss, cost,
liability and expense that may be imposed upon or incurred by
them in connection with or resulting from any claim, action,
suit, or proceeding, civil or criminal, in which they may
become involved by reason of their being or having been a
director, officer or employee of the Company. No such
director, officer or employee shall be entitled to claim such
indemnity (1) with respect to any matter as to which there
shall have been a final adjudication that he has committed or
allowed some act or omission (a) otherwise than in good faith
in what he considered to be the best interest of the Company,
and (b) without reasonable cause to believe that such act or
omission was proper and legal; or (2) in the event of a
settlement of such claim, action, suit, or proceeding unless
(a) the court having jurisdiction thereof shall have
approved of such settlement with knowledge of the indemnity
provided herein, or (b) a written opinion of independent
counsel, selected by or in manner determined by the Board of
Directors, shall have been rendered substantially
concurrently with such settlement, to the effect that it was
not probable that the matter as to which indemnification is
being made would have resulted in a final adjudication as
specified in clause (1) above and the said loss, cost,
liability or expense may properly be borne by the Company. A
conviction or judgment in a criminal action, suit or
proceeding shall not be deemed an adjudication that such
director, officer or employee has committed or allowed some
act or omission as hereinabove provided if independent legal
counsel, selected as hereinabove set forth, shall render,
substantially concurrently with such conviction or judgment,
a written opinion that such director, officer or employee was
acting in good faith in what he considered to be the best
interest of the Company or was not without reasonable cause
to believe that such act or omission was proper and legal.
The Company's Restated Certificate of Incorporation
provides that no director of the Company shall be personally
liable to the Company or its stockholders for monetary
damages for breach of fiduciary duty as a director, except
for liability (i) for any breach of the director's duty of
loyalty to the Company or its stockholders, (ii) for acts or
omissions not in good faith or which involve intentional
misconduct or a knowing violation of law; (iii) paying a
dividend or approving a stock repurchase that is illegal
under the Delaware General Corporation Law, or (iv) for any
transaction from which the director derived an improper
personal benefit.
Item 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not Applicable.
Item 8. EXHIBITS.
The Exhibit Index immediately preceding the exhibits is
incorporated herein by reference.
Item 9. UNDERTAKINGS.
The Company hereby undertakes:
(1) To file during any period in which offers or sales
are being made, post-effective amendment(s) to this
Registration Statement 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.
(2) That, for the purpose of determining any liability
under the Securities Act of 1933 (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 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 Plan.
(4) That, for purposes of determining any liability
under the Securities Act, each filing of the Company's annual
report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act 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.
(5) Insofar as indemnification for liabilities arising
under the Securities Act may be permitted to directors,
officers and controlling persons of the Company, the Company
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
Company of expenses incurred or paid by a director, officer
or controlling person of the Company in the successful
defense of any action, suit or proceeding) is asserted by
such director, officer or controlling person in connection
with the securities being registered, the Company will,
unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed
in the Securities Act, and will be governed by the final
adjudication of such issue.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of
1933, the resistrant certifies that it has reasonable grounds
to believe that it meets all 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 Township of Horsham, Commonwealth of
Pennsylvania, on this 11th day of July, 1997.
AYDIN CORPORATION
By: /s/ Robert A. Clancy
Robert A. Clancy, Secretary
Pursuant to the requirements of the Securities Exchange
Act of 1934, this regisration statement has been signed below
by the following persons in the capacities and on the date
indicated.
/s/ I. Gary Bard Dated: July 11, 1997
I. Gary Bard
Chairman of the Board of Directors,
President and Chief Executive Officer
/s/ John F. Vanderslice Dated: July 11, 1997
John F. Vanderslice
Executive Vice President and Director
/s/ James R. Henderson Dated: July 11, 1997
James R. Henderson
Vice President, Treasurer
Chief Financial Officer
/s/ Herbert Welber Dated: July 11, 1997
Herbert Welber
Controller and Assistant Treasurer
Principal Accounting Officer
/s/ Nev A. Gokcen Dated: July 11, 1997
Nev A. Gokcen
Director
/s/ Gary Mozenter Dated: July 11, 1997
Gary Mozenter
Director
/s/ Harry D. Train, II Dated: July 11, 1997
Harry D. Train, II
Director
<PAGE>
Form S-8 Registration Statement
EXHIBIT INDEX
Exhibit Description
No. of Exhibit
4.1 1996 Equity Incentive Plan, as amended (filed as
Exhibit No. 10.6 to Registrant's Annual Report on
Form 10-K for the year ended December 31, 1996 and
incorporated herein by reference).
4.2 Form of Incentive Stock Option Agreement issued under
the 1996 Equity Incentive Plan.
4.3 Form of Non-Qualified Stock Option Agreement issued
under the 1996 Equity Incentive Plan.
4.4 Stock Bonus Plan
5 Opinion and Consent of Duane, Morris & Heckscher,
Counsel to the Registrant with Respect to the
Securities being registered.
23.1 Consent of Independent Auditors, Grant Thornton LLP
23.2 Consent of Duane, Morris & Heckscher is contained in
their Opinion filed as Exhibit 5.
<PAGE>
Exhibit 4.2
INCENTIVE STOCK OPTION AGREEMENT NO. 96-_______
ISSUED UNDER THE
AYDIN CORPORATION
1996 EQUITY INCENTIVE PLAN
THIS AGREEMENT (the "Agreement"), dated ____________, is
made by and between Aydin Corporation, a Delaware corporation
(hereinafter referred to as the "Company"), and
_____________, an employee of the Company (the "Employee").
WHEREAS, the Company wishes to afford the Employee the
opportunity to purchase shares of its common stock, par value
$1.00 per share (the "Common Stock"); and
WHEREAS, the Company wishes to carry out the Aydin
Corporation 1996 Equity Incentive Plan (the "Plan"), the terms
of which are incorporated herein by this reference and made a
part of this Agreement; and
WHEREAS, the Board of Directors of the Company (the
"Committee") has determined that it would be to the advantage
and best interest of the Company and its stockholders to grant
to the Employee the stock option provided for herein as an
inducement to remain in the service of the Company, and as an
incentive for increased efforts during such service and has
advised the Company thereof and instructed the undersigned
officers to issue said option;
NOW, THEREFORE, in consideration of the mutual covenants
herein contained and other good and valuable consideration,
receipt of which is hereby acknowledged, the parties hereto do
hereby agree as follows:
ARTICLE I
DEFINITIONS
Whenever the following terms are used in this Agreement,
they shall have the meaning specified below unless the context
clearly indicates to the contrary.
Section 1.1 - Employee
Employee shall mean directors, officers and other key
employees of the Company and its Subsidiaries.
Section 1.2 - Code
"Code" shall mean the Internal Revenue Code of 1986, as
amended.
Section 1.3 - Option
"Option" shall mean the option to purchase Common Stock
granted under this Agreement.
Section 1.4 - Plan
"Plan" shall mean the Aydin Corporation 1996 Equity
Incentive Plan, as amended from time to time.
Section 1.5 - Secretary
"Secretary" shall mean the Secretary of the Company.
Section 1.6 - Subsidiary
"Subsidiary" shall have the same meaning as defined in
Section 425 of the Code.
Section 1.7 - Termination of Employment
"Termination of Employment" shall mean the time when the
employee-employer relationship between the Employee and the
Company or any Subsidiary is terminated for any reason,
including, but not by way of limitation, a termination by
resignation, discharge, lay-off, death or retirement. The
Committee, in its absolute discretion, shall determine the
effect of all other matters and questions relating to
Termination of Employment, including, but not by way of
limitation, all questions of whether particular leaves of
absence constitute Terminations of Employment.
ARTICLE II
GRANT OF OPTION
Section 2.1 - Grant of Option
(a) In consideration of the Employee's agreement to
remain in the employ of the Company or its Subsidiary, and for
other good and valuable consideration, on the date hereof the
Company grants to the Employee the Option to purchase any part
or all of an aggregate of _______ shares of Common Stock upon
the terms and conditions set forth in this Agreement and the
Plan.
(b) This Option is in addition to any other options
heretofore or hereafter granted to the Employee by the
Company. To the extent permitted under Section 422 of the
Code, this Option is intended to qualify as an incentive stock
option. In order to qualify as an incentive stock option,
this Option shall not have an aggregate fair market value,
determined at the time it is granted, of Common Stock with
respect to which the Option is exercisable for the first time
by the Employee during any calendar year under the Plan and
any other employee stock option plan of the Company or
Subsidiary thereof ("Other Plans"), determined in accordance
with the provisions of Section 422 of the Code, which exceeds
$100,000 (the "$100,000 Limit"). If the aggregate fair market
value determined on the grant date with respect to all
incentive stock options previously granted under the Plan and
under the Other Plans ("Prior Grants") and any incentive stock
options under this Agreement (the "Current Grant") which are
exercisable for the first time during any calendar year would
exceed the $100,000 Limit, the Option shall be exercisable as
follows:
(i) The portion of the Current Grant exercisable for
the first time by the Employee during any calendar year which
would be, when added to any portion of any Prior Grants
exercisable for the first time by the Employee during any such
calendar year with respect to Common Stock which would have an
aggregate fair market value determined at the time of each
such grant, in excess of the $100,000 Limit shall,
notwithstanding the terms of the Current Grant, be exercisable
for the first time by the Employee in the first subsequent
calendar year or years in which it would be exercisable for
the first time by the Employee when added to all Prior Grants
without exceeding the $100,000 Limit; and
(ii) If, viewed as of the date of the Current Grant,
any portion of the Current Grant could not be exercised under
the provisions of the immediately preceding sentence during
any calendar year commencing with the calendar year in which
it is first exercisable through and including the last
calendar year in which it may by its terms be exercised, such
portion of the Current Grant shall not be an incentive stock
option, but shall be exercisable as a separate non-qualified
stock option at such date or dates as are provided in the
Current Grant.
Section 2.2 - Purchase Price
The purchase price of the shares of Common Stock covered
by the Option shall be ___________ per share without
commission or other charge.
Section 2.3 - Adjustments in Option - Acceleration of
Exercisability
(a) Changes in Capitalization. The number of shares of
Common Stock covered by the Option and the price per share of
Common Stock covered by the Option shall be proportionately
adjusted for any increase or decrease in the number of issued
shares of Common Stock resulting from a stock split, reverse
stock split, stock dividend, combination or reclassification
of the Common Stock, or any other increase or decrease in the
number of issued shares of Common Stock effected without
receipt of consideration by the Company; provided, however,
that conversion of any convertible securities of the Company
shall not be deemed to have been "effected without receipt of
consideration." Such adjustment shall be made by the Commit-
tee, whose determination in that respect shall be final,
binding and conclusive. Except as expressly provided herein,
no issuance by the Company of shares of stock of any class, or
securities convertible into shares of stock of any class,
shall affect, and no adjustment by reason thereof shall be
made with respect to, the number or price of shares of Common
Stock subject to the Option.
(b) Dissolution or Liquidation. In the event of the
proposed dissolution or liquidation of the Company, the Option
will terminate immediately prior to the consummation of such
proposed action, unless otherwise provided by the Committee.
The Committee may, in the exercise of its sole discretion in
such instances, declare that the Option shall terminate as of
a date fixed by the Committee and give the Employee the right
to exercise the Option as to all or any part of the shares of
Common Stock covered by the Option, including shares as to
which the Option would not otherwise be exercisable.
(c) Sale or Merger. In the event of a proposed sale of
all or substantially all of the assets of the Company, or the
merger of the Company with or into another corporation, the
Committee, in the exercise of its sole discretion, may take
such action as it deems desirable, including, but not limited
to: (i) causing the Option to be assumed or an equivalent
option to be substituted by such successor corporation or a
parent or subsidiary of such successor corporation, (ii)
providing that the Employee shall have the right to exercise
the Option as to all of the shares of Common Stock covered by
the Option, including shares as to which the Option would not
otherwise be exercisable, or (iii) declaring that the Option
shall terminate at a date fixed by the Committee provided that
the Employee is given notice and opportunity to exercise the
Option prior to such date.
ARTICLE III
EXERCISABILITY OF OPTIONS
Section 3.1 - Commencement of Exercisability
(a) The Option is not exercisable in whole or in part
during the first year after the date of its grant.
Thereafter, subject to Section 2.3 hereof, the Option shall
become exercisable in four cumulative annual installments as
follows:
(i) The first installment of ________________ shares
covered by the Option shall become exercisable on
___________________.
(ii) The second installment of ____________________
the shares covered by the Option shall become exercisable on
_________________.
(iii) The third installment of
__________________ of the shares covered by the Option shall
become exercisable _________________.
(iv) The fourth installment of ____________________
of the shares covered by the Option shall become exercisable
on _______________.
The foregoing rights are cumulative and while the Employee
continues to be employed by the Company, may be exercised up
to and including the expiration date set forth in Section
3.3(a) hereof.
(b) If the Option has not become exercisable at
Termination of Employment, it shall not thereafter become
exercisable.
Section 3.2 - Duration of Exercisability
Once the Option becomes exercisable it shall remain
exercisable until it expires as provided in Section 3.3
hereof.
Section 3.3 - Expiration of Option
(a) The Option may not be exercised to any extent by
anyone after the first to occur of the following events:
(i) The expiration of five years from the date the
Option was granted; or
(ii) The expiration of 30 days from the date of the
Employee's Termination of Employment unless such Termination
of Employment results from the Employee's death, the
Employee's lay-off or the Employee's disability within the
meaning of Section 72(m)(7) of the Code; or
(iii) The expiration of three months from the date
of the Employee's Termination of Employment by reason of the
Employee's lay-off; or
(iv) The expiration of one year from the date of the
Employee's Termination of Employment by reason of the
Employee's death or disability (within the meaning of Section
72(m)(7) of the Code).
(b) Notwithstanding the foregoing, the Committee may, in
its absolute discretion and upon such terms and conditions as
it deems appropriate, extend the period for the exercise of
the Option as set forth in Section 3.3(a)(ii) or (iii) or (iv)
hereof, whichever may be applicable, but not beyond the
expiration date of the Option as set forth in Section
3.3(a)(i) hereof.
ARTICLE IV
EXERCISE OF OPTION
Section 4.1 - Person Eligible to Exercise
During the lifetime of the Employee, only the Employee
may exercise the Option or any portion thereof. After the
death of the Employee, any exercisable portion of the Option
may, prior to the time when the Option becomes unexercisable
under Section 3.3 hereof, be exercised by the Employee's
personal representative or by any person empowered to do so
under the Employee's will or under the then applicable laws of
descent and distribution.
Section 4.2 - Partial Exercise
Any exercisable portion of the Option or the entire
Option, if then wholly exercisable, may be exercised in whole
or in part at any time prior to the time when the Option or
portion thereof expires under Section 3.3 hereof; provided,
however, that each partial exercise shall be for whole shares
only.
Section 4.3 - Manner of Exercise
The Option, or any exercisable portion thereof, may be
exercised solely by delivery to the Secretary or his office of
all of the following prior to the time when the Option or such
portion expires under Section 3.3 hereof:
(a) Notice in writing signed by the Employee or other
person then entitled to exercise the Option or any portion
thereof, stating that the entire Option or a specific portion
thereof is thereby exercised, and identifying the Option by
the Stock Option Agreement number;
(b) Full payment in cash, Common Stock of the Company
(valued at the mean of the high and low prices on the New York
Stock Exchange on the trading day immediately preceding the
date of exercise) or a combination thereof, as the Committee
may determine in its sole discretion, for the shares with
respect to which such Option or portion thereof is exercised;
and
(c) In the event the Option or portion thereof shall be
exercised pursuant to Section 4.1 hereof by any person or
persons other than the Employee, appropriate proof of the
right of such person or persons to exercise the Option.
Section 4.4 - Issuance of Stock
The shares of Common Stock deliverable upon the exercise
of the Option, or any portion thereof, may be either
previously authorized but unissued shares or issued shares
which have then been reacquired by the Company. Such shares
shall be fully paid and non-assessable. The Company shall not
be required to issue or deliver any certificate or
certificates for shares of Common Stock purchased upon the
exercise of the Option or portion thereof prior to fulfillment
of all of the following conditions:
(a) The admission of such shares to listing on the New
York Stock Exchange on which such class of stock is then
listed;
(b) The completion of any registration or other
qualification of such shares under any state or federal law or
under rulings or regulations of the Securities and Exchange
Commission or of any other governmental regulatory body, which
the Committee shall, in its absolute discretion, deem
necessary or advisable;
(c) The obtaining of any approval or other clearance
from any state or federal governmental agency which the
Committee shall, in its absolute discretion, determine to be
necessary or advisable; and
(d) The lapse of such reasonable period of time
following the exercise of the Option as the Committee may from
time to time establish for reasons of administrative
convenience.
Section 4.5 - Termination of Employment for Misconduct
If the employment of the Employee is terminated for
fraud, embezzlement, theft, commission of a felony or
dishonest conduct or is found to have disclosed confidential
information of the Company or any Subsidiary, the Employee
shall forfeit all unexercised Options and all exercised
Options as to which the Company has not yet delivered the
certificates. In making such determination, the Committee
shall act fairly and in utmost good faith and shall give full
consideration of the facts presented on behalf of both the
Company and the Employee.
ARTICLE V
MISCELLANEOUS
Section 5.1 - Administration
The Committee shall have the power to interpret the Plan
and this Agreement and to adopt such rules for the
administration, interpretation, and application of the Plan as
are consistent therewith and to interpret or revoke any such
rules. All actions taken and all interpretations and
determinations made by the Committee in good faith shall be
final and binding upon the Employee, the Company and all other
interested persons. No member of the Committee shall be
personally liable for any action, determination, or
interpretation made in good faith with respect to the Plan or
the Option.
Section 5.2 - Options not Transferable
Neither the Option nor any interest or right therein or
part thereof shall be liable for the debts, contracts, or
engagements of the Employee or his successors in interest or
shall be subject to disposition by transfer, alienation,
anticipation, pledge, encumbrance, assignment or any other
means whether such disposition be voluntary or involuntary or
by operation of law by judgment, levy, attachment, garnishment
or any other legal or equitable proceedings (including
bankruptcy) and any attempted disposition thereof shall be
null and void and of no effect; provided, however, that this
Section 5.2 shall not prevent transfer by will or by the
applicable laws of descent and distribution.
Section 5.3 - Withholding
All amounts which, under federal, state or local law, are
required to be withheld from the amount payable with respect
to any Option shall be withheld by the Company. Whenever the
Company proposes or is required to issue or transfer shares of
Common Stock, the Company shall have the right to require the
recipient to remit to the Company an amount sufficient to
satisfy any federal, state, or local withholding tax
requirements prior to the delivery of any certificate or
certificates for such shares.
Section 5.4 - No Right of Continued Service
Nothing in this Agreement or in the Plan shall confer
upon the Employee any right to continue in the employ of the
Company or shall interfere with or restrict in any way the
rights of the Company, which are hereby expressly reserved, to
discharge the Employee.
Section 5.5 - Shares to be Reserved
The Company shall at all times during the term of the
Option reserve and keep available such number of shares of
Common Stock as will be sufficient to satisfy the requirements
of this Agreement.
Section 5.6 - Notices
Any notice to be given under the terms of this Agreement
to the Company shall be addressed to the Company in care of
its Secretary and any notice to be given to the Employee shall
be addressed to the Employee at the address shown in the
Company's personnel files. By a notice given pursuant to this
Section 5.6, either party may hereafter designate a different
address for notices to be given to it or him. Any notice
which is required to be given to the Employee shall, if the
Employee is then deceased, be given to the Employee's personal
representative if such representative has previously informed
the Company of the representative's status and address by
written notice under this Section 5.6. Any notice shall have
been deemed duly given when delivered in person, deposited in
first class United States mail, postage prepaid, or sent by
overnight courier.
Section 5.7 - Titles
Titles are provided herein for convenience of reference
only and are not to serve as a basis for interpretation or
construction of this Agreement.
Section 5.8 - Notification of Disposition
With respect to shares acquired through the exercise of
any incentive stock option, the Employee shall give prompt
notice to the Company of any disposition or other transfer of
such shares if such disposition or transfer is made (a) within
two years from the date of granting the Option with respect to
such shares or (b) within one year after the transfer of such
shares to him. Such notice shall specify the date of such
disposition or other transfer and the amount realized, in
cash, other property, assumption of indebtedness, or other
consideration, by the Employee in such disposition or other
transfer.
Section 5.9 - Governing Law
This Agreement shall be governed by and interpreted in
accordance with the internal laws of the State of Delaware.
IN WITNESS WHEREOF, the Company and the Employee have
caused this Agreement to be executed and the Employee
acknowledges receipt of a copy of the Plan and acceptance of
an original copy of this Agreement.
Attest: AYDIN CORPORATION
_____________________ By: __________________________
Secretary
Title: _______________________
(SEAL)
_____________________________(SEAL)
Employee Signature
_____________________________
Employee Name (Please Print)
Employee's Taxpayer
Identification Number: ___________
<PAGE>
Exhibit 4.3
NON-QUALIFIED STOCK OPTION AGREEMENT NO. 96-______
ISSUED UNDER THE
AYDIN CORPORATION
1996 EQUITY INCENTIVE PLAN
THIS AGREEMENT (the "Agreement"), dated ____________,
is made by and between Aydin Corporation, a Delaware
corporation (hereinafter referred to as the "Company"), and
________________, an employee of the Company (the "Employee").
WHEREAS, the Company wishes to afford the Employee the
opportunity to purchase shares of its common stock, par value
$1.00 per share (the "Common Stock"); and
WHEREAS, the Company wishes to carry out the Aydin
Corporation 1996 Equity Incentive Plan (the "Plan"), the terms
of which are incorporated herein by this reference and made a
part of this Agreement; and
WHEREAS, the Board of Directors of the Company (the
"Committee") has determined that it would be to the advantage
and best interest of the Company and its stockholders to grant
to the Employee the stock option provided for herein as an
inducement to remain in the service of the Company, and as an
incentive for increased efforts during such service and has
advised the Company thereof and instructed the undersigned
officers to issue said option;
NOW, THEREFORE, in consideration of the mutual
covenants herein contained and other good and valuable
consideration, receipt of which is hereby acknowledged, the
parties hereto do hereby agree as follows:
ARTICLE I
DEFINITIONS
Whenever the following terms are used in this
Agreement, they shall have the meaning specified below unless
the context clearly indicates to the contrary.
Section 1.1 - Employee
Employee shall mean directors, officers and other key
employees of the Company and its Subsidiaries.
Section 1.2 - Code
"Code" shall mean the Internal Revenue Code of 1986, as
amended.
Section 1.3 - Option
"Option" shall mean the option to purchase Common Stock
granted under this Agreement.
Section 1.4 - Plan
"Plan" shall mean the Aydin Corporation 1996 Equity
Incentive Plan, as amended from time to time.
Section 1.5 - Secretary
"Secretary" shall mean the Secretary of the Company.
Section 1.6 - Subsidiary
"Subsidiary" shall have the same meaning as defined in
Section 425 of the Code.
Section 1.7 - Termination of Employment
"Termination of Employment" shall mean the time when
the employee-employer relationship between the Employee and
the Company or any Subsidiary is terminated for any reason,
including, but not by way of limitation, a termination by
resignation, discharge, lay-off, death or retirement. The
Committee, in its absolute discretion, shall determine the
effect of all other matters and questions relating to
Termination of Employment, including, but not by way of
limitation, all questions of whether particular leaves of
absence constitute Terminations of Employment.
ARTICLE II
GRANT OF OPTION
Section 2.1 - Grant of Option
(a) In consideration of the Employee's agreement to
remain in the employ of the Company or its Subsidiary, and for
other good and valuable consideration, on the date hereof the
Company grants to the Employee the Option to purchase any part
or all of an aggregate of _______ shares of Common Stock upon
the terms and conditions set forth in this Agreement and the
Plan.
(b) This Option is in addition to any other options
heretofore or hereafter granted to the Employee by the
Company.
(c) The Option granted hereunder is not intended to
qualify as an incentive stock option under Section 422 of the
Code.
Section 2.2 - Purchase Price
The purchase price of the shares of Common Stock
covered by the Option shall be ________ per share without
commission or other charge.
Section 2.3 - Adjustments in Option - Acceleration of
Exercisability
(a) Changes in Capitalization. The number of shares of
Common Stock covered by the Option and the price per share of
Common Stock covered by the Option shall be proportionately
adjusted for any increase or decrease in the number of issued
shares of Common Stock resulting from a stock split, reverse
stock split, stock dividend, combination or reclassification
of the Common Stock, or any other increase or decrease in the
number of issued shares of Common Stock effected without
receipt of consideration by the Company; provided, however,
that conversion of any convertible securities of the Company
shall not be deemed to have been "effected without receipt of
consideration." Such adjustment shall be made by the Commit-
tee, whose determination in that respect shall be final,
binding and conclusive. Except as expressly provided herein,
no issuance by the Company of shares of stock of any class, or
securities convertible into shares of stock of any class,
shall affect, and no adjustment by reason thereof shall be
made with respect to, the number or price of shares of Common
Stock subject to the Option.
(b) Dissolution or Liquidation. In the event of the
proposed dissolution or liquidation of the Company, the Option
will terminate immediately prior to the consummation of such
proposed action, unless otherwise provided by the Committee.
The Committee may, in the exercise of its sole discretion in
such instances, declare that the Option shall terminate as of
a date fixed by the Committee and give the Employee the right
to exercise the Option as to all or any part of the shares of
Common Stock covered by the Option, including shares as to
which the Option would not otherwise be exercisable.
(c) Sale or Merger. In the event of a proposed sale of
all or substantially all of the assets of the Company, or the
merger of the Company with or into another corporation, the
Committee, in the exercise of its sole discretion, may take
such action as it deems desirable, including, but not limited
to: (i) causing the Option to be assumed or an equivalent
option to be substituted by such successor corporation or a
parent or subsidiary of such successor corporation, (ii)
providing that the Employee shall have the right to exercise
the Option as to all of the shares of Common Stock covered by
the Option, including shares as to which the Option would not
otherwise be exercisable, or (iii) declaring that the Option
shall terminate at a date fixed by the Committee provided that
the Employee is given notice and opportunity to exercise the
Option prior to such date.
ARTICLE III
EXERCISABILITY OF OPTIONS
Section 3.1 - Commencement of Exercisability
(a) The Option is not exercisable in whole or in part
during the first year after the date of its grant.
Thereafter, subject to Section 2.3 hereof, the Option shall
become exercisable in four cumulative annual installments as
follows:
(i) The first installment of _________________
shares covered by the Option shall become exercisable on
__________________.
(ii) The second installment of ____________________
of the shares covered by the Option shall become exercisable
on ________________.
(iii) The third installment of ___________________ of
the shares covered by the Option shall become exercisable
_________________.
(iv) The fourth installment of _____________________
of the shares covered by the Option shall become exercisable
on __________________.
The foregoing rights are cumulative and while the
Employee continues to be employed by the Company, may be
exercised up to and including the expiration date set forth in
Section 3.3(a) hereof.
(b) If the Option has not become exercisable at
Termination of Employment, it shall not thereafter become
exercisable.
Section 3.2 - Duration of Exercisability
Once the Option becomes exercisable it shall remain
exercisable until it expires as provided in Section 3.3
hereof.
Section 3.3 - Expiration of Option
(a) The Option may not be exercised to any extent by
anyone after the first to occur of the following events:
(i) The expiration of five years from the date the
Option was granted; or
(ii) The expiration of 30 days from the date of the
Employee's Termination of Employment unless such Termination
of Employment results from the Employee's death, the
Employee's lay-off or the Employee's disability within the
meaning of Section 72(m)(7) of the Code; or
(iii) The expiration of three months from the date of
the Employee's Termination of Employment by reason of the
Employee's lay-off; or
(iv) The expiration of one year from the date of the
Employee's Termination of Employment by reason of the
Employee's death or disability (within the meaning of Section
72(m)(7) of the Code).
(b) Notwithstanding the foregoing, the Committee may, in
its absolute discretion and upon such terms and conditions as
it deems appropriate, extend the period for the exercise of
the Option as set forth in Section 3.3(a)(ii) or (iii) or (iv)
hereof, whichever may be applicable, but not beyond the
expiration date of the Option as set forth in Section
3.3(a)(i) hereof.
ARTICLE IV
EXERCISE OF OPTION
Section 4.1 - Person Eligible to Exercise
During the lifetime of the Employee, only the Employee
may exercise the Option or any portion thereof. After the
death of the Employee, any exercisable portion of the Option
may, prior to the time when the Option becomes unexercisable
under Section 3.3 hereof, be exercised by the Employee's
personal representative or by any person empowered to do so
under the Employee's will or under the then applicable laws of
descent and distribution.
Section 4.2 - Partial Exercise
Any exercisable portion of the Option or the entire
Option, if then wholly exercisable, may be exercised in whole
or in part at any time prior to the time when the Option or
portion thereof expires under Section 3.3 hereof; provided,
however, that each partial exercise shall be for whole shares
only.
Section 4.3 - Manner of Exercise
The Option, or any exercisable portion thereof, may be
exercised solely by delivery to the Secretary or his office of
all of the following prior to the time when the Option or such
portion expires under Section 3.3 hereof:
(a) Notice in writing signed by the Employee or other
person then entitled to exercise the Option or any portion
thereof, stating that the entire Option or a specific portion
thereof is thereby exercised, and identifying the Option by
the Stock Option Agreement number;
(b) Full payment in cash, Common Stock of the Company
(valued at the mean of the high and low prices on the New York
Stock Exchange on the trading day immediately preceding the
date of exercise) or a combination thereof, as the Committee
may determine in its sole discretion, for the shares with
respect to which such Option or portion thereof is exercised;
and
(c) In the event the Option or portion thereof shall be
exercised pursuant to Section 4.1 hereof by any person or
persons other than the Employee, appropriate proof of the
right of such person or persons to exercise the Option.
Section 4.4 - Issuance of Stock
The shares of Common Stock deliverable upon the exercise
of the Option, or any portion thereof, may be either
previously authorized but unissued shares or issued shares
which have then been reacquired by the Company. Such shares
shall be fully paid and nonassessable. The Company shall not
be required to issue or deliver any certificate or
certificates for shares of Common Stock purchased upon the
exercise of the Option or portion thereof prior to fulfillment
of all of the following conditions:
(a) The admission of such shares to listing on the New
York Stock Exchange on which such class of stock is then
listed;
(b) The completion of any registration or other
qualification of such shares under any state or federal law or
under rulings or regulations of the Securities and Exchange
Commission or of any other governmental regulatory body, which
the Committee shall, in its absolute discretion, deem
necessary or advisable;
(c) The obtaining of any approval or other clearance
from any state or federal governmental agency which the
Committee shall, in its absolute discretion, determine to be
necessary or advisable; and
(d) The lapse of such reasonable period of time
following the exercise of the Option as the Committee may from
time to time establish for reasons of administrative
convenience.
Section 4.5 - Termination of Employment for Misconduct
If the employment of the Employee is terminated for
fraud, embezzlement, theft, commission of a felony or
dishonest conduct or is found to have disclosed confidential
information of the Company or any Subsidiary, the Employee
shall forfeit all unexercised Options and all exercised
Options as to which the Company has not yet delivered the
certificates. In making such determination, the Committee
shall act fairly and in utmost good faith and shall give full
consideration of the facts presented on behalf of both the
Company and the Employee.
ARTICLE V
MISCELLANEOUS
Section 5.1 - Administration
The Committee shall have the power to interpret the Plan
and this Agreement and to adopt such rules for the
administration, interpretation, and application of the Plan as
are consistent therewith and to interpret or revoke any such
rules. All actions taken and all interpretations and
determinations made by the Committee in good faith shall be
final and binding upon the Employee, the Company and all other
interested persons. No member of the Committee shall be
personally liable for any action, determination, or
interpretation made in good faith with respect to the Plan or
the Option.
Section 5.2 - Options not Transferable
Neither the Option nor any interest or right therein or
part thereof shall be liable for the debts, contracts, or
engagements of the Employee or his successors in interest or
shall be subject to disposition by transfer, alienation,
anticipation, pledge, encumbrance, assignment or any other
means whether such disposition be voluntary or involuntary or
by operation of law by judgment, levy, attachment, garnishment
or any other legal or equitable proceedings (including
bankruptcy) and any attempted disposition thereof shall be
null and void and of no effect; provided, however, that this
Section 5.2 shall not prevent transfer by will or by the
applicable laws of descent and distribution.
Section 5.3 - Withholding
All amounts which, under federal, state or local law, are
required to be withheld from the amount payable with respect
to any Option shall be withheld by the Company. Whenever the
Company proposes or is required to issue or transfer shares of
Common Stock, the Company shall have the right to require the
recipient to remit to the Company an amount sufficient to
satisfy any federal, state, or local withholding tax
requirements prior to the delivery of any certificate or
certificates for such shares.
Section 5.4 - No Right of Continued Service
Nothing in this Agreement or in the Plan shall confer
upon the Employee any right to continue in the employ of the
Company or shall interfere with or restrict in any way the
rights of the Company, which are hereby expressly reserved, to
discharge the Employee.
Section 5.5 - Shares to be Reserved
The Company shall at all times during the term of the
Option reserve and keep available such number of shares of
Common Stock as will be sufficient to satisfy the requirements
of this Agreement.
Section 5.6 - Notices
Any notice to be given under the terms of this Agreement
to the Company shall be addressed to the Company in care of
its Secretary and any notice to be given to the Employee shall
be addressed to the Employee at the address shown in the
Company's personnel files. By a notice given pursuant to this
Section 5.6, either party may hereafter designate a different
address for notices to be given to it or him. Any notice
which is required to be given to the Employee shall, if the
Employee is then deceased, be given to the Employee's personal
representative if such representative has previously informed
the Company of the representative's status and address by
written notice under this Section 5.6. Any notice shall have
been deemed duly given when delivered in person, deposited in
first class United States mail, postage prepaid, or sent by
overnight courier.
Section 5.7 - Titles
Titles are provided herein for convenience of reference
only and are not to serve as a basis for interpretation or
construction of this Agreement.
Section 5.8 - Notification of Disposition
With respect to shares acquired through the exercise of
any incentive stock option, the Employee shall give prompt
notice to the Company of any disposition or other transfer of
such shares if such disposition or transfer is made (a) within
two years from the date of granting the Option with respect to
such shares or (b) within one year after the transfer of such
shares to him. Such notice shall specify the date of such
disposition or other transfer and the amount realized, in
cash, other property, assumption of indebtedness, or other
consideration, by the Employee in such disposition or other
transfer.
Section 5.9 - Governing Law
This Agreement shall be governed by and interpreted in
accordance with the internal laws of the State of Delaware.
IN WITNESS WHEREOF, the Company and the Employee have
caused this Agreement to be executed and the Employee
acknowledges receipt of a copy of the Plan and acceptance of
an original copy of this Agreement.
Attest: AYDIN CORPORATION
_____________________ By: __________________________
Secretary
Title: _______________________
(SEAL)
_____________________________(SEAL)
Employee Signature
_____________________________
Employee Name (Please Print)
Employee's Taxpayer
Identification Number: ___________
<PAGE>
Exhibit 4.4
AYDIN CORPORATION
STOCK BONUS PLAN
1. Purpose. The purpose of this Stock Bonus Plan is to
provide additional incentive and reward to officers and other
key management employees who contribute materially to the
success and growth of Aydin Corporation (the "Company") by
their creativity, ability, industry and loyalty and to provide
a means to encourage stock ownership and proprietary interest
in the Company by such officers and key management employees.
2. Administration. This Plan shall be administered by
the Company's Board of Directors (the "Board"). It shall be
the duty of the Board to conduct the general administration of
this Plan in accordance with its provisions. The Board shall
have the power to interpret this Plan and to adopt the rules
for the administration, interpretation and the application of
this Plan as are consistent therewith and to interpret, amend
or revoke any such rules. The Board may act either by vote of
a majority of its members at a meeting or by a memorandum or
other written instrument signed by all members of the Board.
All actions taken and all interpretations and determinations
made by the Board in good faith shall be final and binding
upon the Plan Participants (as hereinafter defined) and all
other interested persons. No member of the Board shall be
personally liable for any action, determination or
interpretation made in good faith with respect to this Plan,
and all members of the Board shall be protected by the Company
with respect to any such action, determination or
interpretation.
3. Plan Participants. The Board shall possess the
exclusive right to name the officers and other key management
members who shall be designated as "Plan Participants" for
purposes of this Plan. The Board may delegate the right to
name "Plan Participants" to any person or committee whom it
shall designate. Neither the adoption of this Plan nor the
selection of any Plan Participant for participation in this
Plan shall give a Plan Participant any right to be retained in
the employ of the Company, and the right and power of the
Company to dismiss or discharge any Plan Participant is
specifically reserved. No Plan Participant or any person
claiming under or through him shall have any right or
interest, whether vested or otherwise, in this Plan or any
bonus hereunder, unless and until there has been compliance
with all of the terms and conditions of this Plan and rules of
the Board that affect the Plan Participant.
4. Amount of Bonus. The Board shall have the sole
discretion to determine the dollar amount of any bonus to be
awarded under this Plan. Recommendations for bonus awards
shall be made to the Board pursuant to such procedures as may
from time to time be prescribed by the Board.
5. Form of Bonus; Election of Plan Participant. The
Plan Participant shall have the election to be paid the full
amount of the bonus awarded to such Plan Participant either
(i) in cash or (ii) in shares of the Company's $1.00 par value
Common Stock ("Common Stock") or a combination of cash and
Common Stock. If the Plan Participant elects to be paid the
full amount or any portion of the bonus award in shares of
Common Stock, the number of shares to which the Plan
Participant shall be entitled shall be determined by dividing
(x) the dollar amount of the bonus award, or portion thereof,
as the case may be, for which shares of Common Stock are to be
issued by (y) the Discounted Market Value. For purposes of
this Plan, "Discounted Market Value" shall be equal to 85% of
the average of the per share closing prices of the Common
Stock on the New York Stock Exchange on the 20 trading days
immediately preceding the date that the Board determines the
dollar amount of the bonus award for the Plan Participant.
(a) The Board shall promptly notify each Plan
Participant of (i) the dollar amount of the bonus award; (ii)
the Discounted Market Value per share of the Company's Common
Stock; (iii) the maximum number of shares to which the Plan
Participant is entitled if the Plan Participant elects to be
paid the bonus award in shares of Common Stock; and (iv) the
date by which the Plan Participant's written election to be
paid the bonus in stock is required to be sent to the Company.
(b) The Plan Participant shall make the election to
be paid the bonus award within 15 days following the date of
the notice provided to the Plan Participant in accordance with
the provisions of paragraph 5(a) hereof. Such election shall
be made in writing to the Secretary of the Company. If no
election is made by the expiration of such period, the bonus
award shall be paid to the Plan Participant in cash.
6. Supplemental Cash Tax Gross-Up Bonus.
Contemporaneous with the transfer of any bonus shares and
subject to the limitation hereinafter set forth, the Board, in
its sole discretion, may determine to pay to any Plan
Participant to whom bonus shares have been awarded a
supplemental cash bonus. Such supplemental cash bonus shall
in no event be greater than an amount equal to (i) the product
of the total fair market value of the shares received in any
calendar year and the highest marginal income tax rate, (ii)
divided by one minus the highest marginal income tax rate.
For this purpose, the term "highest marginal income tax rate"
of any Plan Participant shall mean the sum of the highest
marginal combined state and federal personal income tax rates
(including any surtax rate as well as the Medicare health
insurance tax rate imposed on employees under the Federal
Insurance Contributions Act) applicable to such Plan
Participant, as in effect for the calendar year in which the
bonus is paid. In accordance with Section 8 hereof, the
Company shall withhold and remit from the tax gross-up bonus
all required tax withholdings with respect to the bonus shares
and the tax gross-up bonus itself. Notwithstanding the
foregoing, a tax gross-up bonus shall not be paid to a Plan
Participant to the extent that the payment of such bonus would
cause the Plan Participant's total compensation received from
the Company to exceed the range of reasonable compensation, as
determined by an independent consultant retained by the Board.
7. Common Stock Available for Bonuses. The shares to
be awarded under this Plan shall be made available from
authorized and unissued shares or from the Company's treasury
shares. The total number of shares that may be awarded under
this Plan may not exceed 500,000 shares.
8. Withholding. All bonus awards of shares or cash, or
combination thereof made to a Plan Participant under this Plan
shall be net of whatever amount is sufficient to satisfy
federal, state and local tax withholding requirements or if
that is not possible, the Plan Participant shall otherwise
provide for the satisfaction of such tax withholding
requirements as a condition to the payment of any bonus award
under this Plan.
a. In the event that a Plan Participant fails to
satisfy the withholding and employment tax obligations arising
in connection with a transfer of shares awarded under this
Plan when requested by the Board, the Board may, pursuant to
such rules as the Board may establish, reduce the number of
shares to be transferred to the Plan Participant by such
number of shares as the Board may deem appropriate in its sole
discretion to satisfy such withholding and employment tax
obligations or make such other arrangements as it deems
satisfactory.
b. Notwithstanding any other provision of this
Plan, the Board may impose such additional conditions on the
payment of any withholding or employment tax obligations as
may be required to satisfy applicable regulatory requirements,
including, without limitation, Rule 16b-3 (or any successor
provision) promulgated by the Securities and Exchange
Commission.
9. Fringe Benefits. By acceptance of any bonus under
this Plan, each Plan Participant acknowledges that such bonus
represents supplemental incentive compensation and that such
bonus shall not be treated as base salary or other
compensation for the purpose of the calculation of retirement
benefits, life insurance or other fringe benefits provided by
the Company, unless a written plan provision specifically
provides to the contrary.
10. Expenses. All expenses and costs in connection with
the administration of this Plan shall be borne by the Company,
and no part shall be charged to the Plan Participants.
11. Amendment. The Board may discontinue or terminate
this Plan in whole or in part at any time, or the Board may
from time to time change or amend the Plan in such respects as
the Board may deem advisable, in its sole discretion. The
fact that a director is or had been designated as a Plan
Participant under this Plan shall not disqualify him from
voting as a director for or against the Plan or for or against
any change or amendment thereto.
12. Termination. The Plan shall automatically terminate
on the earliest of (A) December 31, 2007, (B) the date when
all of the shares available for bonuses hereunder have been
awarded or (C) any earlier date as the Board may determine in
its sole discretion.
13. Securities and Other Laws. No shares shall be
transferred pursuant to this Plan unless and until all then
applicable requirements imposed by federal and state
securities laws and other laws, rules and regulations and by
any regulatory agencies having jurisdiction and by any stock
exchanges upon which the shares may be listed have been fully
met.
14. Notices. Any notice required or permitted hereunder
shall be sufficiently given only if sent by first class mail,
postage prepaid, or by a nationally recognized overnight
delivery service, charges prepaid, addressed to the Company at
its principal offices in Horsham, Pennsylvania and to the Plan
Participant at the address on file with the Company on the
date any bonus award is made hereunder, or to such other
address as either party may hereafter designate in writing by
notice similarly given by one party to the other.
15. Severability. If any part of this Plan shall be
determined to be invalid or void in any respect, such
determination shall not affect, impair, invalidate or nullify
the remaining provisions of this Plan, which shall continue in
full force and effect, as if the invalid or void provision had
not been included in the Plan.
16. Additional Terms. The Board may impose such
additional terms and conditions upon the award of bonuses
under this Plan as the Board may determine, in its sole
discretion, at the time it authorizes such awards.
17. Effective Date. This Plan shall be effective on
March 19, 1997, subject to Stockholder approval.
<PAGE>
Exhibit 5
DUANE, MORRIS & HECKSCHER LLP
ATTONEYS AT LAW
ONE LIBERTY PLACE
PHILADELPHIA, PA 19103-7396
(215) 979-1000
FAX
(215) 979-1020
July 14, 1997
Aydin Corporation
700 Dresher Road
P.O. Box 349
Horsham, PA 19044
Re: Aydin Corporation
Form S-8 Registration Statement
Gentlemen:
As outside counsel for Aydin Corporation (the "Company"),
a Delaware corporation, we have reviewed the Company's
Registration Statement on Form S-8 (the "Registration
Statement") relating to the offer and sale by the Company of
up to 1,000,000 shares (the "Shares") of the Company's Common
Stock, par value $1.00 per share, of which 500,000 Shares are
available for issuance pursuant to the Company's 1996 Equity
Incentive Plan and 500,000 Shares are available for issuance
pursuant to the Company's Stock Bonus Plan (collectively, the
"Plans").
We have examined copies of the Company's Certificate of
Incorporation and By-laws, as amended to date, the corporate
minutes and other proceedings and records relating to the
authorization, sale and issuance of the Shares, and such other
documents and matters of law as we have deemed necessary or
appropriate in order to render this opinion.
Based upon the foregoing, it is our opinion that each of
the Shares, when issued in accordance with the terms of the
respective Plans and the options and awards granted
thereunder, will be duly authorized, legally issued, fully
paid and non-assessable.
We hereby consent to the use of this opinion in the
Registration Statement.
Sincerely,
/s/ DUANE, MORRIS & HECKSCHER LLP
JWK:cxv
<PAGE>
Exhibit 23.1
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
We have issued our reports dated March 7, 1997 accompanying
the consolidated financial statements and schedules
incorporated by reference or included in the Annual Report of
Aydin Corporation and Subsidiaries on Form 10-K for the year
ended December 31, 1996. We hereby consent to the
incorporation by reference of said reports in the Registration
Statement of Aydin Corporation on Form S-8, to be filed on
July 14,1997.
/s/ Grant Thornton LLP
GRANT THORNTON LLP
Philadelphia, Pennsylvania
July 10, 1997
