<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 23, 1996.
REGISTRATION NO. 33 __________________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
DANKA BUSINESS SYSTEMS PLC
(Exact name of registrant as specified in its charter)
ENGLAND AND WALES 98-0052869
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
11201 DANKA CIRCLE NORTH
ST. PETERSBURG, FLORIDA 33716
(813) 576-6003
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
THE DANKA 1996 SHARE OPTION PLAN
THE DANKA 1996 NON-EMPLOYEE DIRECTORS SHARE OPTION PLAN
(Full Title of Plans)
Daniel M. Doyle
Chief Executive
Danka Business Systems PLC
c/o Danka Industries, Inc.
11201 Danka Circle North
St. Petersburg, Florida 33716
(813) 576-6003
(Name, Address and Telephone number of
Agent for Service)
Copies to:
Darrell C. Smith, Esquire
Shumaker, Loop & Kendrick, LLP
101 East Kennedy Boulevard
Tampa, Florida 33602
(813) 229-7600
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
====================================================================================================================================
PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF SECURITIES AMOUNT TO BE OFFERING AGGREGATE AMOUNT OF
TO BE REGISTERED REGISTERED PRICE PER SHARE1 OFFERING PRICE1 REGISTRATION FEE
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Ordinary shares of 1.25p each(2) . . . . . 19,500,000 shares 567.5 pence $185,083,031.25 $56,085.77
==================================================================================================================================
</TABLE>
______________________
(1) Inserted solely for the purpose of calculating the registration fee.
Pursuant to Rule 457(h), the fee is calculated on the basis of the Mid
Market prices for the Company's Ordinary shares recorded on the Official
List of the International Stock Exchange of the United Kingdom and the
Republic of Ireland on December 18, 1996. Dollar amounts have been
calculated from pence option exercise and trading prices at the rate of
1.6725 dollars per pound, which was the noon buying rate in New York City
for cable transfers in pounds sterling on December 18, 1996, as certified
for customs purposes by the Federal Reserve Bank of New York.
(2) A separate Form F-6 Registration Statement, Registration No. 33-48454, has
been filed for registration of American Depositary Shares issued upon
deposit of Ordinary shares, including the Ordinary shares registered
hereunder.
<PAGE> 2
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
There are hereby incorporated by reference in this
Registration Statement the following documents filed by the Company with the
Commission pursuant to the Securities Exchange Act of 1934, as amended (the
"Exchange Act"):
(1) The Company's Annual Report on Form 10-K for the year
ended March 31, 1996.
(2) The Company's Quarterly Report on Form 10-Q for the
period ended June 30, 1996.
(3) The Company's Quarterly Report on Form 10-Q for the
period ended September 30, 1996.
(4) The Company's Form 8-K dated June 25, 1996, related
to the Company's announcement of its expected results
of operations for the first quarter of fiscal 1997.
(5) The Company's Form 8-K dated October 29, 1996,
related to the Company's announcement of its expected
results of operations for the second quarter of
fiscal 1997 and the Asset Purchase Agreement between
the Registrant and Eastman Kodak Company.
(6) The Company's Form 8-K dated December 16, 1996,
related to the Company's announcement of a Credit
Agreement with Nationsbank.
(7) The Company's Proxy Statement mailed to shareholders
and filed with the Commission in definitive form on
November 7, 1996.
(8) Description of the Company's Ordinary Shares
contained in its Form 20-F Registration Statement,
dated November 10, 1992, filed under the Exchange
Act, including any amendment or report filed for the
purpose of updating such description.
All documents filed by the Company with the Commission
pursuant to Sections 13(a), 13(c), 14, and 15(d) of the Exchange Act subsequent
to the date of this Registration Statement, but prior to the filing of a
post-effective amendment to this Registration Statement which indicates that
all securities offered by this Registration Statement have been sold or which
deregisters all such securities then remaining unsold, shall be deemed to be
incorporated by reference into this Registration Statement. Each document
incorporated by reference into this Registration Statement shall be deemed to
be a part of this Registration Statement from the date of the filing of such
document with the Commission until the information contained therein is
superseded or updated by any subsequently filed document which is incorporated
by reference into this Registration Statement or by any document which
constitutes part of the prospectus or prospectuses relating to the Company's
1996 Share Option Plan or 1996 Non-Employee Directors Share Option Plan (the
"Plans") which is used to satisfy the requirements of Section 10(a) of the
Securities Act of 1933 (the "Securities Act") and Rule 428 promulgated
thereunder.
The Company hereby undertakes to provide without charge to
each person to whom a copy of this Registration Statement has been delivered,
upon the written or oral request of any such person, a copy of any or all of the
documents referred to above which have been or may be incorporated by reference
in the Registration Statement. Requests for such copies should be directed to
Mr. William T. Freeman, Danka Industries, Inc., 11201 Danka Circle North, St.
Petersburg, Florida 33716, telephone number (813) 576-6003.
ITEM 4. DESCRIPTION OF SECURITIES.
The class of securities to be offered under this Registration
Statement is registered under Section 12 of the Exchange Act.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
The validity of the securities offered hereby will be passed
upon for the Company by Shumaker, Loop &
<PAGE> 3
Kendrick, LLP, Tampa, Florida. Members of Shumaker, Loop & Kendrick, LLP own
an aggregate of 2,230 Ordinary Shares and 13,800 ADS equivalents in the
Company's Ordinary Shares as of December 20, 1996.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Article 154 of the Company's current Articles of Association
provides:
"Subject to the provisions of the Statutes, every Director or
other officer or Auditor for the time being of the Company shall be
indemnified out of the assets of the Company against all costs,
charges, expenses, losses or liabilities which he may sustain or incur
in or about the actual or purported execution of the duties of his
office or otherwise in relation thereto, including (without prejudice
to the generality of the foregoing) any liability incurred by him in
defending any proceedings, whether civil or criminal, in which
judgment is given in his favor or in which he is acquitted or in
connection with any application in which relief is granted to him by
the Court from liability for negligence, default, breach of duty or
breach of trust in relation to the affairs of the Company."
The relevant provisions of the Statutes are Section 310 and
727 of the Companies Act 1985, as amended by the Companies Act of 1989.
Section 310 provides:
"(1) This section applies to any provision, whether
contained in a company's articles or in any contract
with the company or otherwise, for exempting any
officer of the company or any person (whether an
officer or not) employed by the company as auditor
from, or indemnifying him against any liability which
by virtue of any rule of law would otherwise attach
to him in respect of any negligence, default, breach
of duty or breach of trust of which he may be guilty
in relation to the company.
(2) Except as provided by the following subsection, any
such provision is void.
(3) This section does not prevent a company:
(a) from purchasing and maintaining for any such
officer or auditor insurance against any such
liability; or
(b) from indemnifying any such officer or
auditor against any liability incurred by him;
(i) in defending any proceedings
(whether civil or criminal) in which
judgment is given in his favor or he
is acquitted; or
(ii) in connection with any application
under Section 144(3) or (4)
(acquisition of shares by innocent
nominee) or Section 727 (general
power to grant relief in case of
honest and reasonable conduct) in
which relief is granted to him by
the court."
Section 727 provides:
"(1) If in any proceedings for negligence, default, breach
of duty or breach of trust against an officer of a
company or a person employed by a company as auditor
(whether he is or is not an officer of the company)
it appears to the court hearing the case that the
officer or person is or may be liable in respect of
the negligence, default, breach of duty or breach of
trust, but that he has acted honestly and reasonably,
and that having regard to all the circumstances of
the case (including those connected with his
appointment) he ought fairly to be excused for the
negligence, default,
II-3
<PAGE> 4
breach of duty or breach of trust, that court may
relieve him, either wholly or partly, from his
liability on such terms as it thinks fit.
"(2) If any such officer or person as above mentioned has
reason to apprehend that any claim will or might be
made against him in respect of any negligence,
default, breach of duty or breach of trust, he may
apply to the court for relief; and the court on the
application has the same power to relieve him as
under this section it would have had if it had been a
court before which proceedings against that person
for negligence, default, breach of duty or breach of
trust had been brought.
"(3) Where a case to which subsection (1) applies is being
tried by a judge with a jury, the judge, after
hearing the evidence, may, if he is satisfied that
the defendant or defender ought in pursuance of that
subsection to be relieved either in whole or in part
from the liability sought to be enforced against him,
withdraw the case in whole or in part from the jury
and forthwith direct judgment to be entered for the
defendant or defender on such terms as to costs or
otherwise as the judge may think proper."
Directors and officers of the Company are, subject to policy
terms and limitations, indemnified against directors' and officers' liability
under insurance contracts.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Inapplicable.
ITEM 8. EXHIBITS.
EXHIBIT
NUMBER EXHIBIT DESCRIPTION
------- --------------------
4.1* Memorandum of Association of the Company. (Exhibit 2.1 to the
Company's Registration Statement on Form 20-F, No. 0-20828,
filed on November 10, 1992 (the "Registration Statement")).
4.2* Articles of Association of the Company. (Exhibit 2.2 to the
Registration Statement).
4.3* Form of Ordinary share certificate. (Exhibit 4.3 of Company's
Registration Statement on Form S-1, No. 33-68278, filed on
October 8, 1993).
4.4 The Danka 1996 Share Option Plan.
4.5 The Danka 1996 Non-Employee Directors Share Option Plan.
5.1 Opinion of Shumaker, Loop & Kendrick, LLP as to the legality of
the securities being registered.
23.1 Consent of KPMG, Chartered Accountants and Registered Auditors.
23.2 Consent of Price Waterhouse, LLP, Independent Accountants.
23.3 Consent of Shumaker, Loop & Kendrick, LLP (is contained in
Exhibit 5.1 of this Registration Statement).
24 Powers of Attorney.
- -----------------
* Document has heretofore been filed with the Commission and is incorporated by
reference and made a part hereof.
ITEM 9. UNDERTAKINGS.
(a) The undersigned Registrant hereby undertakes:
II-4
<PAGE> 5
(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; (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; provided,
however, that paragraphs 1(i) and 1(ii) do
not apply if the information required to be
included in a post-effective amendment is
contained in periodic reports filed by the
Registrant pursuant to Section 13 or Section
15(d) of the Exchange Act that are
incorporated by reference herein.
(2) That, for purposes of determining any
liability under the Securities Act, each such
post-effective amendment shall be deemed to
be a new Registration Statement relating to
the securities offered therein, and the
offering of such securities at that time
shall be deemed to be the 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 Exchange Act of 1934 that is
incorporated by reference in this Registration
Statement shall be deemed to be a new Registration
Statement relating to the securities offered herein,
and the offering of such securities at that time
shall be deemed to be the initial bona fide offering
thereof.
(h) Insofar as indemnification for liabilities arising
under the Securities Act may be permitted to
directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or
otherwise, the Registrant has been advised that in
the opinion of the Securities and Exchange Commission
such indemnification is against public policy as
expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for
indemnification against such liabilities (other than
the payment by the Registrant of expenses incurred or
paid by a director, officer or controlling person of
the Registrant in the successful defense of any
action, suit or proceeding) is asserted by such
director, officer or controlling person in connection
with the securities being registered, the Registrant
will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to
a court of appropriate jurisdiction the question
whether such indemnification by it is against public
policy as expressed in the Securities Act and will be
governed by the final adjudication of such issue.
II-5
<PAGE> 6
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as
amended, the Company certifies that it has reasonable grounds to believe that
it meets all of the requirements for filing on Form S-8 and has duly caused
this Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of St. Petersburg, State of Florida, on
this 23rd day of December, 1996.
DANKA BUSINESS SYSTEMS PLC
By: /s/ Daniel M. Doyle
----------------------------------
Daniel M. Doyle,
Chief Executive, Chief
Executive Officer
/s/ David C. Snell
----------------------------------
David C. Snell,
Chief Operating Officer
(Chief Operating Officer, and
Principal Accounting Officer)
Pursuant to the requirements of the Securities Act of 1933, as
amended, this Registration Statement has been signed by the following persons
(or by their designated attorney-in-fact) in the capacities indicated on this
23rd day of December, 1996.
Signature Title
--------- ------
/s/ Mark A. Vaughan-Lee Chairman and Director*
- ----------------------------
Mark A. Vaughan-Lee
/s/ David S. Hooker Director*
- ----------------------------
David S. Hooker
/s/ David Kendall Director*
- ----------------------------
David Kendall
/s/ James F. White, Jr. Director*
- ----------------------------
James F. White, Jr.
/s/ Pierson M. Grieve Director*
- ----------------------------
Pierson M. Grieve
/s/ Daniel M. Doyle Director and Chief Executive
- ---------------------------- (Chief Executive Officer)
Daniel M. Doyle
/s/ David C. Snell Director and Financial Director
- ---------------------------- (Chief Operating Officer and
David C. Snell Principal Accounting Officer)
*By David C. Snell, attorney-in-fact
II-6
<PAGE> 7
EXHIBIT INDEX
<TABLE>
<CAPTION>
SEQUENTIALLY
EXHIBIT NUMBERED
NUMBER EXHIBIT DESCRIPTION PAGE
------- ------------------- ----
<S> <C> <C>
4.1* Memorandum of Association of the Company. (Exhibit
2.1 to the Company's Registration Statement on Form 20-F,
No. 0-20828, filed on November 10, 1992 (the "Registration
Statement")).
4.2* Articles of Association of the Company. (Exhibit 2.2 to
the Registration Statement).
4.3* Form of Ordinary share certificate. (Exhibit 4.3 of
Company's Registration Statement on Form S-1, No. 33-68278,
filed on October 8, 1993).
4.4 The Danka 1996 Share Option Plan.
4.5 The Danka 1996 Non-Employee Directors Share Option Plan.
5.1 Opinion of Shumaker, Loop & Kendrick, LLP as to the
legality of the securities being registered.
23.1 Consent of KPMG, Chartered Accountants and Registered
Auditors.
23.2 Consent of Price Waterhouse, LLP, Independent Accountants.
23.3 Consent of Shumaker, Loop & Kendrick, LLP (is contained in
Exhibit 5.1 of this Registration Statement).
24 Powers of Attorney.
</TABLE>
* Document has heretofore been filed with the Commission and is incorporated by
reference and made a part hereof.
II-7
<PAGE> 1
EXHIBIT 4.4
APPENDIX 1
THE DANKA 1996 SHARE OPTION PLAN
<PAGE> 2
CONTENTS
<TABLE>
<CAPTION>
PAGE
<S> <C> <C>
1. CONSTRUCTION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
2. DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
3. PURPOSE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
4. ELIGIBILITY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
5. GRANT OF OPTIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
6. LIMITS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
7. TERMS OF OPTIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
8. CASH EQUIVALENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
9. CHANGE IN CONTROL OF THE COMPANY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
10. ADMINISTRATION AND AMENDMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
11. NOTICES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
12. REQUIREMENTS FOR UNITED STATES OF AMERICA . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
13. JURISDICTIONS OTHER THAN THE UNITED STATES OF AMERICA . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
</TABLE>
<PAGE> 3
DANKA BUSINESS SYSTEMS PUBLIC LIMITED COMPANY
RULES OF THE 1996 SHARE OPTION PLAN
1. CONSTRUCTION
1.1 These Rules shall be construed and take effect in accordance with the
law of England and Wales and the courts of England and Wales shall be
the exclusive forum for the administration hereof.
1.2 Reference to any Act of the United Kingdom shall include any
statutory modification amendment or re-enactment thereof from
time to time in force unless the contrary is expressly stated.
1.3 References to the exercise of an option shall where the context allows
include the partial exercise of the option.
1.4 Where the context so admits the singular shall include the plural and
vice versa and the masculine gender shall include the feminine.
1.5 In these Rules a word or words beginning with capital letters
indicates a term which has been defined in Rule 2.
2. DEFINITIONS
In these Rules the following words and expressions have the following meanings:-
2.1 "ACQUIRING PERSON" Any person who:-
(a) either alone or together with
any person acting in concert
with him has obtained Control of
the Company either:-
(i) as a result of making a
Takeover Offer; or
(ii) in pursuance of a
Compromise; or
(b) having such Control makes a
general offer to acquire the
whole of the issued share
capital of the Company (other
than that which is already owned
by him and/or any person acting
in
- 1 -
<PAGE> 4
concert with him); or
(c) has served Section 429 Notices
in relation to the Company.
2.2 "APPROPRIATE PERIOD" In relation to:-
(a) a Takeover Offer means the period
beginning with the date on which
the person making the Takeover
Offer has obtained Control of
the Company and ending on the
expiry of a period of six months
or when any condition subject to
which the Takeover Offer is made
is satisfied (whichever is the
later);
(b) an Acquiring Person who obtains
Control or who having Control
of the Company makes a general
offer for the whole of the issued
share capital means the period of
six months beginning with the
date on which the Acquiring
Person obtains Control or makes
the offer as the case may be;
(c) a Compromise means the period of
six months beginning with the
date on which the court sanctions
the Compromise; and
(d) a Section 429 Notice means the
period during which the Acquiring
Person is entitled and bound to
acquire shares on the terms of
the offer contained in such
Section 429 Notice.
2.3 "AMERICAN DEPOSITARY SHARE" means an authorized depositary security
representing for the time being four
Ordinary Shares and for the time being
evidenced by an authorized depositary
receipt issued by the Bank and quoted on
the Nasdaq Stock Market's National Market.
2.4 "THE BANK" the Bank of New York or such other bank as
the Company may from time to time appoint
for the purposes of serving as depositary
for its American Depositary Shares.
- 2 -
<PAGE> 5
2.5 "THE COMMITTEE" A duly authorized committee of the Board
of Directors of the Company consisting
wholly of directors of the Company who are
outside directors within the meaning of
Internal Revenue Service Regulations
1.162-27(e)(3) and "disinterested persons"
within the meaning of US Securities and
Exchange Commission Rule 16b-3(c)(i).
2.6 "THE COMPANY" means Danka Business Systems Public
Limited Company.
2.7 "COMPROMISE" In relation to the Company means a
compromise or arrangement sanctioned by
the Court under section 425 of the
Companies Act 1985.
2.8 "CONTROL" a person is deemed to obtain control of
the Company when (i) he acquires
pursuant to a tender offer or exchange
offer securities of the Company
representing 30% or more of the combined
voting power of the then outstanding
voting securities of the Company or (ii)
he secures by means of the holding of
shares or the possession of voting power
in or in relation to the Company or any
other body corporate that the affairs of
the Company are conducted in accordance
with his wishes.
2.9 "DATE OF GRANT" means the date on which an option is
granted under the Plan in accordance with
the provisions of Rule 5.
2.10 "EXERCISE PERIOD" in relation to an option means the period
of seven years from the third
anniversary of the Date of Grant of the
option (or such other shorter period as
the Committee may have determined before
the grant thereof).
2.11 "EXERCISE PRICE" on exercise of an option means the Option
Price multiplied by the number of shares
in respect of which such option is
exercised.
2.12 "THE GROUP" means the Company and the Subsidiaries and
"member of the Group" shall be construed
accordingly.
2.13 "MARKET VALUE" means, with respect to American Depositary
Shares, an amount equal to the average of
the high and low
- 3 -
<PAGE> 6
reported sales prices of an American
Depositary Share on the Nasdaq Stock
Market's National Market on the date for
which market value is being determined
and, with respect to Ordinary Shares,
means the middle market quotation on the
London Stock Exchange Limited Daily
Official List on the date for which market
value is being determined.
2.14 "NON-QUALIFYING OPTION" means an option which is not a Qualifying
Option.
2.15 "OPTION-HOLDER" Any person who holds an option granted
under the Plan or (where the context
admits) his personal representatives.
2.16 "OPTION PRICE" means (save as provided in Rule 13) the
Market Value of an American Depositary
Share or an Ordinary Share, as applicable,
on the Date of Grant of the option.
2.17 "OPTION ROLL-OVER" In relation to an option means a release
by the Option-holder with the consent
of an Acquiring Person of his rights ("old
rights") under the Plan in consideration
of the grant to him of rights ("new
rights") which are equivalent to the old
rights but which relate to shares in:-
(a) the Acquiring Person; or
(b) a company which has Control of the
Acquiring Person; or
(c) a company which either is or has
Control of a company which:
(i) is a member of a consortium owning
either the Acquiring Person or a
company having Control of the
Acquiring Person; and
(ii) beneficially owns not less than
three twentieths of the ordinary
share capital of the Acquiring
Person or a company having control
of the company.
- 4 -
<PAGE> 7
2.18 "ORDINARY SHARE" means a fully paid ordinary share of
1.25p each in the capital of the Company.
2.19 "PARTICIPATING EMPLOYEE" means any employee, officer or executive
director for the time being holding
employment in or with any member of the
Group and who is nominated to participate
in the Plan by the Committee.
2.20 "THE PLAN" means the 1996 Share Option Plan of the
Company set out herein, as amended from
time to time.
2.21 "QUALIFYING OPTION" means an option which qualifies as an
incentive stock option within the meaning
of section 422 of the Internal Revenue
Code of the United States.
2.22 "ROLLED OVER" means the action of effecting an Option
Roll-over or its completion.
2.23 "SECTION 429 NOTICE" means in relation to the Company a
notice served by a person who has become
entitled to serve such a notice on the
shareholders of the Company under section
429 of the Companies Act 1985 (rights of
90% shareholders to buy out minority
shareholders).
2.24 "THE SUBSIDIARIES" means subsidiaries as defined by section
736 of the Companies Act 1985 of the
Company.
2.25 "TAKEOVER OFFER" In relation to the Company means either:-
(a) general offer to acquire the
whole or part of the issued share
capital of the Company which is
either made on a condition such
that if it is satisfied the
person making the offer will have
Control of the Company or which
results in the person making the
offer having control of the
Company; or
(b) a general offer to acquire all
the shares in the Company of the
same class as the Ordinary
Shares.
- 5 -
<PAGE> 8
2.26 "THE TRUSTEES" means the trustee or trustees for the
time being of the Danka Employees' Share
Trust.
3. PURPOSE
The Danka 1996 Share Option Plan is intended to provide an
opportunity to officers, executive directors and certain key employees
of the Company to acquire a proprietary interest in the Company. Such
opportunity should provide an increased incentive for these
individuals to contribute to the future success and prosperity of the
Company, thus enhancing the value of the stock for the benefit of the
shareholders and increasing the ability of the Company to attract and
retain individuals of exceptional skill.
4. ELIGIBILITY
No Participating Employee shall be granted an option under the
Plan unless at the time of the grant he is an employee, officer, or
executive director of the Company or a Subsidiary.
5. GRANT OF OPTIONS
5.1 Subject to statutory restrictions and to the Rules of this
Plan, the Committee may grant options to acquire Ordinary Shares in
the Company (or the American Depositary Share equivalent), and for
this purpose an option to acquire includes an option to purchase and
an option to subscribe.
5.2 No option shall be granted over shares the Market Value of
which would be determined by reference to a dealing day or days within
a period prescribed by the Company's code on insider dealing, nor may
options be granted within such period, but they may be granted at any
other time.
5.3 All options shall be granted by a certificate under seal
specifying the Date of Grant, the number of shares which are the
subject of the option, whether the option is over American Depositary
Shares or Ordinary Shares, the Option Price and the Exercise Period.
5.4 These Rules apply to all grants of options made under the
Plan and no options shall be granted under the Plan more than ten
years after the Plan is adopted and approved by the shareholders of
the Company in general meeting.
5.5 In granting any option the Committee may in its discretion
impose any objective conditions and limitations (additional to any
conditions and limitations contained in any other of these Rules) upon
the exercise of such option, provided that such additional objective
conditions and limitations shall
(i) be set out in full in, or details
thereof be given with, the certificate
under seal granting the option;
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<PAGE> 9
(ii) be such that rights to exercise such
option after the fulfilment or attainment
of any conditions and/or limitations so
specified shall not be dependent upon the
further discretion of the Committee or any
person; and
(iii) not be capable of amendment or waiver
unless events occur which, in the opinion
of the Committee, cause those conditions
and/or limitations to have ceased to be
appropriate. Any amendment to the terms
of an option pursuant to this Rule 5.5
shall be reasonably made by the Committee
imposing such conditions or limitations
which in its opinion are more appropriate
and, so far as is reasonably practicable,
are equivalent to those conditions and/or
limitations originally imposed.
6. LIMITS
6.1 The total number of shares in the Company which may be issued
under the Plan whether in the form of American Depositary Shares or
Ordinary Shares shall not exceed the equivalent of 22,000,000 Ordinary
Shares and the total number of American Depositary Shares or Ordinary
Shares over which options may be granted under the Plan during any one
financial year of the Company to any person shall not exceed the
equivalent of 600,000 Ordinary Shares and no person may be issued more
than a total of 5,000,000 Ordinary Shares under the Plan.
7. TERMS OF OPTIONS
7.1 EXERCISE OF OPTIONS
Subject as provided in these Rules 7.1, 7.2 and 7.8, the option
shall be exercisable by an Option-holder in whole or in part at any
time provided always that a partial exercise of an option cannot be
made except in respect of shares which equals or exceeds the lesser of
500 Ordinary Shares, or the American Depositary Share equivalent
thereof, and any exercisable balance of shares remaining the subject of
that option, and provided further that the option shall lapse (and any
notice in purported exercise thereof shall have no effect) on
cessation of the employment of the Option-holder with the Group but so
that:-
(a) an Option-holder ceasing to be employed by the Group by reason
of:
(i) ill-health or injury or disability (evidenced to the
satisfaction of the Committee);
(ii) retirement in accordance with the provisions of any one
of the Group retirement plans relevant to that
Option-holder; or
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<PAGE> 10
(iii) the Company by which the Option-holder is employed
leaving the Group or the business or part of a business
for which the Option-holder works being transferred to
a person which is not a member of the Group
shall notwithstanding Rule 7.2(c) be entitled to exercise the
option within the period which shall expire twelve months after
the date of cessation. For the purposes of this Rule 7.1(a)
and (b) only (and for no other purposes), Exercise Period means
the period of one year from the date of cessation of employment
of the Option-holder with the Group.
(b) The personal representative(s) of a deceased Option-holder
or the personal representative of an Option-holder who has
ceased to be an employee of the Group as the result of a
permanent and total disability as defined in Internal Revenue
Code section 22(e) shall, notwithstanding Rule 7.2, be entitled
to exercise the option within twelve months of such
Option-holder's death or the date the Option-holder ceases to
be employed by reason of such disability, provided however,
that no Exercise Period may extend more than 10 years after
the Date of Grant.
(c) For the purposes of Rule 7.1 only (and for no other purpose)
where an Option-holder ceases to be employed by the Group for
any reason not set forth in Rule 7.1(a), 7.1(b) or 7.2(e),
where an Option- holder's employment by virtue of which he is
an Option-holder ceases without notice, the Option-holder's
employment shall be deemed to have ceased on a date thirty (30)
days (or such later date as the Committee in its absolute
discretion may decide, not exceeding one year) from the date on
which the termination takes effect, and where the said
employment is terminated with notice, the Option-holder's
employment shall be deemed to have ceased upon the later of the
date specified in the notice or thirty (30) days (or such later
date as the Committee in its absolute discretion may decide,
not exceeding one year) from the date on which that notice is
given.
7.2 RESTRICTIONS ON EXERCISE OF OPTIONS PURSUANT TO RULE 7.1
Notwithstanding the provisions of Rule 7.1
(a) An option shall only be exercisable during the Exercise Period
(including as defined in Rule 7.1(a) for those purposes,
provided however that no Exercise Period may extend more than
10 years after the Date of Grant) and to the extent not
exercised at the end of the Exercise Period the option shall
terminate.
(b) An option shall, except as specifically provided otherwise
pursuant to Rule 5.5, be fully exercisable during the Exercise
Period.
- 8 -
<PAGE> 11
(c) An option shall not be exercisable until any additional
conditions and/or limitations imposed on the Option under the
provisions of Rule 5.5 have been fulfilled.
(d) Option-holders may exercise options under this Plan only during
such period as if such option was treated as an Ordinary Share
in the Company they would be permitted to deal under the
internal codes relating to securities transactions by directors
and employees of the Company from time to time in force unless
the Committee acting fairly and reasonably determines
otherwise.
(e) If an Option-holder at any time ceases to be an executive
director or officer or employee of the Group for reasons of
dishonesty or fraud, his options will lapse on the date of
termination of his employment.
(f) In the event that the exercise of a Qualifying Option occurs
for any reason except as specified in Rule 7.1(b) outside the 3
months from date of cessation of employment period specified in
Internal Revenue Code Section 422(a)(2), the Company shall
treat Qualifying Options as Non-Qualifying Options for the
purposes of determining the income taxes of the Group and the
Option-holder. For this purpose, the date of cessation of
employment shall be determined without regard to Rule 7.1(c).
7.3 METHOD OF EXERCISE OF OPTIONS
(a) Exercise of an option by an Option-holder shall be by notice in
writing on a form prescribed by the Committee for the purpose
addressed to the Company. The form of notice shall specify the
number of shares in respect of which the options are being
exercised on that occasion, whether the option is over American
Depositary Shares or Ordinary Shares and be accompanied by the
relevant option certificate and payment in full of the Exercise
Price (or, at the Committee's discretion and only in the case
of an option to purchase shares, an irrevocable agency
instruction to the Trustees to sell either all such shares or
as many thereof as shall when multiplying the same by their
Market Value on the date of exercise be equal in value to the
Exercise Price plus the Trustees' dealing costs arising on such
sale plus applicable state and federal withholding taxes, if
any, and to remit the withholding taxes to the Company within
thirty days of such exercise), together with such other
documents as the Committee may determine, as well as any
payment due on account of tax or similar liabilities as may be
required by law or as the Committee may reasonably consider to
be necessary or desirable.
(b) Any payment required to be made under Rule 7.3(a) above shall
be made to the Company or such other person as may from time to
time be notified by the Company to the Option-holder.
(c) Any documents required to be delivered under Rule 7.3(a) above
shall be sufficiently
- 9 -
<PAGE> 12
delivered if delivered to such office as may from time to time be
notified by the Company to Option-holders.
(d) Any payment required to be made under Rule 7.3(a) above shall
be by check (or at the discretion of the Committee and only in
the case of an option to purchase shares, by tender of either
Ordinary Shares of the Company or American Depositary Shares of
the Company). For the purpose of determining that payment of
the Exercise Price is made in full as required by Rule 7.3(a),
Ordinary Shares of the Company and American Depositary Shares
of the Company tendered in payment of the Exercise Price shall
be valued at their Market Value on date of tender.
7.4 ALLOTMENT OR TRANSFER OF SHARES PURSUANT TO EXERCISE OF OPTIONS
(a) Subject to such consents or other required action of any
competent authority under regulations or enactments for the
time being in force as may be necessary, and subject to
compliance with the terms of the option and any instructions
given by the Option-holder to the Company on giving notice of
exercise of the Option, the Company shall, as soon as
practicable after it has received the payment and documents
referred to in Rule 7.3 above or after it has received
confirmation of the receipt of such payment and documents on
its behalf and no later than thirty days thereafter, either
allot to the Option-holder (or his nominee) or procure the
transfer to the Option-holder (or his nominee), or in the case
of an exercise of the Rule 7.1(b) above his personal
representative(s)) of the number of shares specified in the
form of notice or (as the case may be) the unsold balance and
the delivery to the Option-holder (or such personal
representative(s)) of an appropriate certificate.
(b) Notwithstanding the provisions of Rule 7.4(a) above, in those
instances where an Option-holder exercises Qualifying Options,
the Committee in its absolute discretion may elect to hold and
retain or cause to be held and retained as agent and fiduciary
for the Option-holder the relevant American Depositary Shares
certificate for a period of no longer than two years from the
date on which the Qualifying Options were granted or one year
after the issuance of the shares. During the retention period,
if the Option-holder should wish to resell the relevant
American Depositary Shares the Committee shall cause this to be
done on his behalf and pursuant to his reasonable instructions
and remit to said Option-holder the net proceeds of said
resale, but the Committee shall have the right to withhold or
require the Option-holder to remit to the Company the amount
necessary to satisfy any federal, state and local tax
withholding requirements imposed by reason of such resale.
- 10 -
<PAGE> 13
7.5 ADJUSTMENTS TO OPTION RIGHTS
In the event of any increase or variation of the issued share capital
of the Company, such adjustments may be made to the total number of
shares in respect of which options may be granted under the Plan and
to any unexercised option rights as the Committee may determine. If
any adjustment is to be made pursuant to this Rule 7.5, the Company
shall notify each Option-holder of particulars of the adjustment as
soon as practicable after the determination thereof.
7.6 TRANSFER OF OPTIONS
An option is personal to the Option-holder and, accordingly, subject
as provided in Rule 7.1(b) above, an Option-holder shall not transfer,
assign, charge, encumber or otherwise alienate an Option or create in
favour of any third party any interest therein. Upon any breach of
this Rule 7.6, the Committee shall cancel the option.
7.7 LOSS OF OFFICE
If any Option-holder shall cease to be employed by a member of the
Group for any reason, he shall not be entitled by way of compensation
for loss of office or otherwise howsoever to any sum or other benefit
to compensate him for the loss of any rights under the Plan.
7.8 LIQUIDATION
If notice of a meeting to consider a resolution for the voluntary
winding up (excluding any resolution for the voluntary winding up of
the Company for the purpose of reorganisation or reconstruction) of
the Company shall be duly given, the Committee may give notice thereof
to all Option-holders and thereupon each such Option-holder shall,
notwithstanding that the Exercise Period has not commenced forthwith
and until the commencement of the winding up be entitled subject to
Rule 7.2(b) (provided however, that no Exercise Period may extend
more than ten years after the Date of Grant), and on such terms
(including the waiver of all or any conditions imposed on the option
under Rule 5.5) as may be determined by the Committee in its absolute
discretion, be entitled to give notice in writing to the Company
electing to exercise his option, but the exercise of such option as
aforesaid shall be conditional upon such resolution being duly passed.
Upon commencement of the winding up all options shall lapse except
insofar as exercised under this Rule 7.8.
8. CASH EQUIVALENT
8.1 Subject to Rule 8.6, where an option granted under the Plan has been
exercised by any person in respect of any number of shares, and those
shares have not yet been allotted or transferred to him in accordance
with Rule 7.4 above, the Committee may determine that, in substitution
for his right to acquire such number of those shares as the Committee
may decide (but in full and final satisfaction of his said right), he
shall be paid by way of additional emoluments a sum equal
- 11 -
<PAGE> 14
to the cash equivalent of that number of shares.
8.2 For the purpose of this Rule, the CASH EQUIVALENT of any shares is the
amount by which the Market Value of those shares on the dealing day
last preceding the date on which the option was exercised exceeds the
price at which those shares may be acquired by the exercise of the
option.
8.3 Subject to Rule 8.4 below, as soon as reasonably practicable after a
determination has been made under Rule 8.1 that a person shall be paid
a sum in substitution for his right to acquire any number of shares:-
(a) the Company shall pay to him or procure the payment to him of
that sum in cash, and
(b) if he has already paid the Company for those shares, the
Company shall return to him the amount so paid by him.
8.4 If the Committee in its discretion so decides:-
(a) the whole or part of the sum payable under Rule 8.3(a) above
shall after any deduction required by law as set out in Rule
8.5, instead of being paid to the person in question in cash,
be applied on his behalf in subscribing for shares in the
Company at a price equal to the Market Value by reference to
which the cash equivalent is calculated, or in purchasing such
shares, or partly in one way and partly in the other, and
(b) the Company shall allot to him (or his nominee) or procure the
transfer to him (or his nominee) of the shares so subscribed
for or purchased.
8.5 There shall be made from any payment under this Rule such deductions
(on account of tax or similar liabilities) as may be required by law
or as the Committee may reasonably consider to be necessary or
desirable.
8.6 The provisions of this Rule 8 shall not apply to Qualifying Options.
9. CHANGE IN CONTROL OF THE COMPANY
9.1 If an Acquiring Person:-
(a) obtains Control of the Company as a result of making a Takeover
Offer; or
(b) obtains Control of the Company in pursuance of a Compromise; or
(c) serves a Section 429 Notice
- 12 -
<PAGE> 15
the Committee shall as soon as practicable thereafter notify every
Option-holder accordingly and each Option-holder may within the
Appropriate Period and notwithstanding that the Exercise Period has
not commenced:-
(i) exercise his option at any time or from time to time in whole
or in part; and
(ii) to the extent that any option is not or has not been exercised,
execute with the consent of such Acquiring Person an Option
Roll-over.
9.2 To the extent that an option which has become exercisable and capable
of being Rolled-over pursuant to Rule 9.1 has not been exercised
and/or Rolled-over at the expiry date of the Appropriate Period it
shall thereupon lapse.
9.3 For the purposes of an Option Roll-over the new rights shall only be
regarded as equivalent to the old rights if:-
(a) the new rights are exercisable in substantially the same manner
as the old rights and subject to the provisions of this Plan as
it may have effect immediately before an Option Roll-over
(except that additional conditions and/or limitations imposed
pursuant to Rule 5.5 may for this purpose be ignored); and
(b) the total Market Value of shares subject to an option which is
being Rolled-over is equal immediately before such Option
Roll-over to the total market value (determined in accordance
with Part VIII of the Taxation of Chargeable Gains Act 1992) of
the shares in respect of which an Option-holder's new rights
are being granted immediately after such Option Roll-over.
9.4 For the purposes of any application of the provisions of this Plan
following an Option Roll-over:-
(a) any new rights granted pursuant to Rule 9 shall be regarded as
having been granted at the time the corresponding old rights
were granted; and
(b) Rules 7, 9, 10, 11 and 12 shall in relation to the new rights
be construed as if the following terms have the meanings
assigned to them in this Rule 9.4 and not the meanings assigned
to them in Rule 2.
"AMERICAN DEPOSITARY SHARES"
An authorized depositary security representing Ordinary Shares and for
the time being evidenced by an authorized depositary receipt quoted on
the Nasdaq Stock Market's National Market.
- 13 -
<PAGE> 16
"COMMITTEE"
The Board of Directors of the company in respect of whose shares new
rights have been granted or a duly authorized committee thereof.
"COMPANY"
The company in respect of whose shares new rights have been granted.
"OPTION PRICE"
The Option Price multiplied by a fraction the numerator of which is
the total number of shares subject to the option prior to the Option
Roll-over and the denominator of which is the total number of shares
over which new rights have been granted to the Option-holder on the
Option Roll-over.
9.5 If, under Section 425 of the Companies Act 1985, a Compromise or
arrangement between the Company and its members is proposed for the
purposes of or in connection with a scheme for the reconstruction of
the Company or its amalgamation with any other company or companies,
the Company shall give notice thereof to all Option-holders on the
same date as it dispatches the notice which is sent to each member of
the Company summoning the meeting to consider such a Compromise or
arrangement and thereupon each Option-holder (or where permitted his
personal representative(s)) may notwithstanding that the Exercise
Period has not commenced forthwith and, subject to Rule 7.2(b)
(provided however, that no Exercise Period may extend more than ten
years after the Date of Grant), until the expiry of the period
commencing with such date and ending with the earlier of the date six
calendar months thereafter and the date on which such Compromise or
arrangement is sanctioned by the Court be entitled to exercise his
option, but the exercise of an option as aforesaid shall be
conditional upon such Compromise or arrangement being sanctioned by
the Court and becoming effective. Upon such Compromise or
arrangement becoming effective all options to the extent unexercised
shall lapse except that an Option- holder may with the consent of the
Committee exercise an Option Roll-over in respect of his option in
accordance with Rule 9.1 within the Appropriate Period.
9.6 If any person (either alone or together with any person acting in
concert with him) as a result of making a general offer to acquire the
whole of the issued Ordinary Shares of the Company or that part of the
issued Ordinary Share capital not already owned by him (or by any
person acting in concert with him) becomes bound or entitled or
acquire shares in the Company under sections 428 to 430F of the
Companies Act 1985, all options to the extent unexercised shall lapse
one month after such person became so bound or entitled.
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<PAGE> 17
10. ADMINISTRATION AND AMENDMENT
10.1 The Plan shall be subject to the administration of the Committee whose
decision (save as otherwise provided herein) shall be final and
binding on all parties. The Committee may at any time terminate the
operation of the Plan and in such event no further options will be
granted, but the provisions of the Plan shall remain in force in
relation to options granted and remaining exercisable or potentially
exercisable hereunder at the date of such termination.
10.2 Subject to Rule 10.3, 10.5 and 12.2 below, the Committee may at any
time and from time to time alter or add to the Plan in any respect.
10.3 Subject to Rule 10.4 below, no alteration or addition to the advantage
of Option-holders shall be made under Rule 10.2 above without the
prior approval by ordinary resolution of the members of the Company in
general meeting.
10.4 Rule 10.3 shall not apply:-
(a) to any minor alteration or addition to benefit the
administration of the Plan, or
(b) to any alteration or addition to obtain or maintain favourable
tax, exchange control or regulatory treatment of Option-holders
or any member of the Group, or solely relating to any
conditions imposed on the option under Rule 5.5.
10.5 No material alteration or addition to the disadvantage of any
Option-holder shall be made under Rule 10.2 unless:-
(a) the Committee shall have invited every such Option-holder to
give an indication as to whether or not he approves the
alteration or addition, and
(b) the alteration or addition is approved by a majority of those
Option-holders who have given such an indication.
10.6 As soon as reasonably practicable after making any alteration or
addition under Rule 10.2, the Committee shall give notice in writing
to any Option-holder affected thereby.
11. NOTICES
11.1 All Option-holders shall be entitled while they have subsisting rights
under the Plan to receive copies of all notices and other documents
sent by the Company to its shareholders.
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<PAGE> 18
11.2 Any notice or other document required to be given hereunder to any
Option-holder shall be delivered to him or sent by post to him at his
home address according to the records of the Company or such other
address as may appear to the Company to be appropriate. Any notice or
other document required to be given to the Company shall be delivered
to the Secretary of the Company or sent by post to the Secretary of
the Company at the registered office of the Company or such other
office as may from time to time be notified by the Company. All
notices given to the Company shall be deemed to have been given on the
date of receipt by the Company or by any person for the time being
authorized to receive such notices on its behalf. All notices given
to Option-holders shall be deemed to have been given on the date of
posting if sent by post (but only in the case of Option-holders
outside the UK if sent by air mail) or the date of delivery if
delivered.
12. REQUIREMENTS FOR UNITED STATES OF AMERICA
12.1 In respect of an Option-holder who is primarily subject to taxation on
his remuneration in the United States of America:-
(a) Rule 5 shall (for the avoidance of doubt) be construed so as to
refer to and to permit both a grant of a Qualifying Option and
a grant of a Non-Qualifying Option ;
(b) As regards Qualifying Options, the aggregate Market Value as at
the Date of Grant of the shares in respect of which Qualifying
Options are first exercisable under the terms of the option and
this Plan by an Option-holder during any calendar year (under
all share option schemes of the Group) shall not exceed US
$100,000; and
(c) In the event of a grant to an Option-holder of more than
$100,000 worth of option stock which can first be exercised in
a given year, the first $100,000 of such options shall be
designated as Qualifying Options and the remaining portion
designated as Non-Qualifying Options (and the certificate under
seal granting the option shall in addition to the matters
stated in Rule 5.3 specify whether the option so granted is a
Qualifying Option or Non-Qualifying Option). Upon the exercise
of such options, the Company will designate the shares issued
with respect to Qualifying Options and issued with respect to
Non-Qualifying Options by issuing separate share certificates
so stating and by identifying the Qualifying Shares as such in
the stock transfer records.
12.2 In the case of the issue of shares by the Company with respect to
Non-Qualifying Options, the Company shall have the right in advance of
the issue of such shares to the Option-holder to require the
Option-holder to remit to the Company the amount necessary to satisfy
any federal, state or local tax withholding imposed by reason of the
issue of such shares.
12.3 If any of the terms or provisions of the Plan conflict with the
requirements of Rule 16b-3 under
- 16 -
<PAGE> 19
the Securities Exchange Act of 1934 (as the same shall be amended from
time to time) and/or Section 422 of the United States Internal
Revenue Code of 1986 (as amended from time to time), then such terms
or provisions shall be deemed inoperative to the extent that they
conflict with the requirements of said Rule 16b-3 and/or with respect
to Qualifying Options Section 422.
13. JURISDICTIONS OTHER THAN THE UNITED STATES OF AMERICA
13.1 In respect of an Option-holder who is resident in the United Kingdom
for tax purposes:
(a) subject to paragraph (c) below, the Exercise Period shall be
the period of four years beginning with the third anniversary
of the Date of Grant;
(b) Option Price shall mean, in the case of a Replacement Option,
the price at which a Previous Option was exercisable;
(c) the Exercise Period for a Replacement Option shall commence on
the third anniversary of the date of grant of the Previous
Option and end on the date on which the Previous Option would
have ceased to be otherwise exerciseable;
(d) for the purposes of this Rule 13.1, Previous Option means an
option granted under any of the Company's employees
share schemes other than the Plan which has to the satisfaction
of the Committee ceased to be capable of being exercised
prior to and not later than the exercise of a Replacement
Option;
(e) for the purposes of this Rule 13.1, Replacement Option means an
option granted by the Committee under the Plan which is
designated by the Committee as replacing a Previous Option
granted to the same Participating Employee and is granted over
a number of shares which does not exceed the number which was
subject to the Previous Option immediately before it became a
Previous Option;
(f) for the purposes of this Rule 13.1, a Participating Employee
means an employee, officer or executive director of the Company
or a Subsidiary who is nominated to participate in the Plan by
the Committee.
13.2 In respect of an Option-holder who is resident in the Netherlands for
tax purposes,
(a) the Exercise Period shall be the period of five years beginning
with the Date of Grant;
(b) Rule 8 shall not apply to any options granted to such persons;
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<PAGE> 20
(c) where the Option-holder ceases to be employed by the Group
within a period of three years after the date on which the
option was granted to him for any reason other than those
provided for in Rule 7.1(a) and (b) of the Plan and before so
ceasing he has already exercised the option in whole or in
part, the Option-holder shall pay to the Company an amount
calculated to the following formula: (X - Y) x Z
<TABLE>
<CAPTION>
where:-
<S> <C> <C>
X = the market value of shares in the Company on the date on which the option was
exercised
Y = the Exercise Price
Z = the number of shares acquired on the exercise of the option
</TABLE>
Where the Option-holder has exercised the option on more than
one occasion the aforesaid formula shall be applied to each
such exercise and the amount payable by him to the Company
pursuant to this Rule shall be the aggregate of the amounts so
calculated.
13.3 In respect of an Option-holder who is resident in France for tax
purposes,
(a) Option Price shall mean the average Market Value of a share for
the 20 dealing days immediately prior to the Date of Grant;
(b) no options may be granted to such persons under the Plan on any
day on which the Company pays a dividend whether in cash or in
shares or within 20 dealing days immediately following such
day;
(c) no options may be granted to such a person under the Plan if
he/she holds more than 10% of the aggregate nominal amount of
the total issued share capital of the Company;
(d) options may only be granted to such persons over Ordinary
Shares and not American Depositary Shares;
(e) options may only be granted to such persons who are employees
(i.e. persons having an employment contract with a member of
the Group) or the "President Directeur General", the Directeur
General" or the "Membres du Directoire" or the "Gerant" of
French joint stock companies which are members of the Group);
(f) such persons may only be granted an option to subscribe under
the Plan and not an option to purchase;
- 18 -
<PAGE> 21
(g) Rule 7.1(b) shall be amended for such persons so that options
granted to them may only be exercised within six months, not
twelve months, of death;
(h) Rule 8 shall not apply to options granted to such persons;
(i) no options may be granted to such persons under the Plan within
the period referred to in article 208-4 (fifth paragraph) of
the French Company Act (Law n 1/2 66-537 dated of 24 July 1966
as amended by article 10 of Law n 1/2 96-314 dated of 12 April
1996) immediately prior or immediately succeeding (i) the
establishment and announcement of the Company's results or (ii)
any event which may affect significantly the Company's position
or expectations.
- 19 -
<PAGE> 1
EXHIBIT 4.5
THE DANKA 1996 NON-EMPLOYEE DIRECTORS SHARE OPTION PLAN
<PAGE> 2
CONTENTS
<TABLE>
<CAPTION>
PAGE
<S> <C> <C>
1. GENERAL . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
2. DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
3. PURPOSE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
4. ELIGIBILITY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
5. GRANT OF OPTIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
6. LIMITS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
7. TERMS OF OPTIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
8. CHANGE IN CONTROL OF THE COMPANY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
9. ADMINISTRATION AND AMENDMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
10. NOTICES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
11. UNITED STATES REQUIREMENTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
12. REQUIREMENTS FOR THE UNITED KINGDOM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
</TABLE>
<PAGE> 3
DANKA BUSINESS SYSTEMS PUBLIC LIMITED COMPANY
RULES OF THE 1996 NON-EMPLOYEE DIRECTORS
SHARE OPTION PLAN
1. GENERAL
1.1 These Rules shall be construed and take effect in accordance with the
law of England and Wales and the courts of England and Wales shall be
the exclusive forum for the administration hereof.
1.2 Reference to any Act of the United Kingdom shall include any statutory
modification amendment or re-enactment thereof from time to time in
force unless the contrary is expressly stated.
1.3 References to the exercise of an option shall where the context allows
include the partial exercise of the option.
1.4 Where the context so admits the singular shall include the plural and
vice versa and the masculine gender shall include the feminine.
1.5 In these Rules a word or words beginning with capital letters
indicates a term which has been defined in Rule 2.
1.6 The Plan shall become effective as of 22 July 1996, provided that the
Plan shall have been approved at the 1996 Annual General Meeting of
the Company by the holders of a majority of the Ordinary Shares
represented at the meeting (in person or by proxy) and entitled to
vote thereon. If the Plan is not so approved it shall terminate
automatically.
2. DEFINITIONS
In these Rules the following words and expressions have the following
meanings:-
2.1 "ACQUIRING PERSON" Any person who:-
(a) either alone or together with
any person acting in concert
with him has obtained Control
of the Company either:-
(i) as a result of making
a Takeover Offer; or
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<PAGE> 4
(ii) in pursuance of a
Compromise; or
(b) having such Control makes a
general offer to acquire the
whole of the issued share
capital of the Company (other
than that which is already
owned by him and/or any
person acting in concert with
him); or
(c) has served Section 429
Notices in relation to the
Company.
2.2 "APPROPRIATE PERIOD" In relation to:-
(a) a Takeover Offer means the
period beginning with the
date on which the person
making the Takeover Offer has
obtained Control of the
Company and ending on the
expiry of a period of six
months or when any condition
subject to which the Takeover
Offer is made is satisfied
(whichever is the later);
(b) an Acquiring Person who
obtains Control or who having
Control of the Company makes
a general offer for the whole
of the issued share capital
means the period of six
months beginning with the
date on which the Acquiring
Person obtains Control or
makes the offer as the case
may be;
(c) a Compromise means the period
of six months beginning with
the date on which the court
sanctions the Compromise; and
(d) a Section 429 Notice means the
period during which the
Acquiring Person is entitled
and bound to acquire shares
on the terms of the offer
contained in such Section 429
Notice.
2.3 "AMERICAN DEPOSITARY SHARE" means an authorized depositary security
representing for the time being four
Ordinary Shares and for the time being
evidenced by an authorized depositary
receipt issued by the Bank and quoted
on the Nasdaq Stock
- 2 -
<PAGE> 5
Market's National Market.
2.4 "THE BANK" the Bank of New York or such other
bank as the Company may from time to
time appoint for the purposes of
serving as depositary of its American
Depositary Shares.
2.5 "THE CODE" the United States Internal Revenue
Code of 1986 (as amended from time to
time) or any successor statute thereto.
2.6 "THE COMPANY" means Danka Business Systems
Public Limited Company.
2.7 "COMPROMISE" In relation to the Company means a
compromise or arrangement sanctioned
by the Court under Section 425 of
the Companies Act 1985.
2.8 "CONTROL" a person is deemed to obtain control
of the Company when (i) he acquires
pursuant to a tender offer or exchange
offer securities of the Company
representing 30% or more of the
combined voting power of the then
outstanding voting securities of the
Company or (ii) he secures by means of
the holding of shares or the possession
of voting power in or in relation to the
Company or any other body corporate that
the affairs of the Company are conducted
in accordance with his wishes.
2.9 "DATE OF GRANT" means the date on which an option is
granted under the Plan in accordance
with the provisions of Rule 5.
2.10 "EXERCISE PERIOD" in relation to an option means the
period of seven years from the third
anniversary of the Date of Grant of
the option.
2.11 "EXERCISE PRICE" on exercise of an option means the
Option Price multiplied by the number of
shares in respect of which such option
is exercised.
2.12 "THE GROUP" means the Company and the
Subsidiaries and "member
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<PAGE> 6
of the Group" shall be construed
accordingly.
2.13 "MARKET VALUE" means, with respect to American
Depositary Shares, an amount equal to
the average of the high and low
reported sales prices of an American
Depositary Share on the Nasdaq Stock
Market's National Market on the date for
which market value is being determined
and, with respect to Ordinary Shares,
means the middle market quotation on the
London Stock Exchange Limited Daily
Official List on the date for which
market value is being determined.
2.14 "NON-EMPLOYEE DIRECTOR" means a member of the Board of
Directors of the Company who (a) is
not an employee of the Company or
any of the Subsidiaries and who has not
been an employee of the Company or any
of the Subsidiaries for a period of at
least one year and (b) is not required
to devote the majority of his working
time to the service of the Group.
2.15 "NON-QUALIFYING OPTION" means an option which does not qualify
as an incentive stock option within
the meaning of section 422 of the Code.
2.16 "OPTION-HOLDER" Any person who holds an option granted
under the Plan or (where the context
admits) his personal representatives.
2.17 "OPTION PRICE" means the Market Value of an American
Depositary Share or an Ordinary Share,
as applicable, on the Date of Grant of
the option.
2.18 "OPTION ROLL-OVER" In relation to an option means a
release by the Option-holder with the
consent of an Acquiring Person of his
rights ("old rights") under the Plan
in consideration of the grant to him
of rights ("new rights") which are
equivalent to the old rights but which
relate to shares in:-
(a) the Acquiring Person; or
(b) a company which has Control
of the Acquiring
- 4 -
<PAGE> 7
Person; or
(c) a company which either is or
has Control of a company which:
(i) is a member of a
consortium owning
either the Acquiring
Person or a company
having Control of the
Acquiring Person; and
(ii) beneficially owns not
less than three
twentieths of the
ordinary share
capital of the
Acquiring Person or a
company having
control of the company.
2.19 "ORDINARY SHARE" means a fully paid ordinary share of
1.25p each in the capital of the
Company.
2.20 "THE PLAN" means the 1996 Non-Employee Directors
Share Option Plan set out herein, as
amended from time to time.
2.21 "ROLLED OVER" means the action of effecting an
Option Roll-over or its completion.
2.22 "SECTION 429 NOTICE" means in relation to the Company a
notice served by a person who has become
entitled to serve such a notice on the
shareholders of the Company under
section 429 of the Companies Act 1985
(rights of 90% shareholders to buy out
minority shareholders).
2.23 "THE SUBSIDIARIES" means subsidiaries as defined by
section 736 of the Companies Act 1985
of the Company.
2.24 "TAKEOVER OFFER" In relation to the Company means
either:-
(a) general offer to acquire the
whole or part of the issued
share capital of the Company
which is either made on a
condition such that if it is
satisfied the person making
the offer will have Control
of the Company or which
results in the person making
the offer having control of
the Company; or
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<PAGE> 8
(b) a general offer to acquire all
the shares in the Company of
the same class as the
Ordinary Shares.
3. PURPOSE
The Danka 1996 Non-Employee Directors Share Option Plan is designed
to provide for the granting of stock options to Non-Employee
Directors. The granting of such stock options should provide
Non-Employee Directors with a more direct stake in the future welfare
of the Company and encourage them to remain directors of the Company.
It is also expected that the Plan will encourage suitable persons to
become directors of the Company.
4. ELIGIBILITY
Options shall be granted under the Plan only to Non-Employee Directors.
5. GRANT OF OPTIONS
5.1 Subject to Rule 5.4 below, each Non-Employee Director serving on the
Board as of 22 July 1996 shall automatically be granted an option to
acquire 10,000 Ordinary Shares or the American Depositary Share
equivalent thereof, effective 22 July 1996.
5.2 Subject to Rule 5.4 below, each new Non-Employee Director who is
appointed or elected to the Board after 22 July 1996 shall
automatically be granted an initial option to acquire 10,000 Ordinary
Shares or the American Depositary equivalent thereof on the day he or
she is appointed or elected to the Board.
5.3 Subject to Rule 5.4 below, each Non-Employee Director serving on the
Board immediately following the Company's Annual General Meeting who
was a member of the Board immediately prior to such meeting, beginning
with the 1997 Annual General Meeting, shall automatically be granted,
effective on the date of the meeting, an option to acquire 2,000
Ordinary Shares or the American Depositary Share equivalent thereof.
5.4 If on the relevant date the grant of options is forbidden by the
Company's code on insider dealing or The London Stock Exchange's Model
Code, the options shall be granted on the first business day
thereafter on which such grant ceases to be forbidden.
5.5 All options shall be granted by a certificate under seal specifying
the Date of Grant, the number of shares which are the subject of the
option, whether the option is over American Depositary Shares or
Ordinary Shares, the Option Price and the Exercise Period.
- 6 -
<PAGE> 9
5.6 These Rules apply to all grants of options made under the Plan and no
options shall be granted under the Plan more than ten years after the
Plan is adopted and approved by the shareholders of the Company in
general meeting.
5.7 For the purposes of this Rule 5, an option to acquire Ordinary Shares
or American Depositary Shares includes an option to purchase and an
option to subscribe.
6. LIMITS
6.1 The total number of shares in the Company which may be issued under
the Plan whether in the form of American Depositary Shares or Ordinary
Shares shall not exceed the equivalent of 500,000 Ordinary Shares.
7. TERMS OF OPTIONS
7.1 EXERCISE OF OPTIONS
Subject as provided in these Rules 7.1, 7.2 and 7.8, the option shall
be exercisable by an Option-holder in whole or in part at any time
provided always that a partial exercise of an option cannot be made
except in respect of shares which equals or exceeds the lesser of 500
Ordinary Shares or the American Depositary equivalent thereof and any
exercisable balance of shares remaining the subject of that option,
and provided further that the option shall lapse (and any notice in
purported exercise thereof shall have no effect) when the
Option-holder ceases to be a Non-Employee Director but so that:-
(a) an Option-holder ceasing to be a Non-Employee Director by
reason of ill-health or injury or disability (evidenced to the
satisfaction of the Board) shall be entitled to exercise the
option within the period which shall commence on the later of
the cessation or six months after the date of grant and shall
expire twelve months after the date of cessation. For the
purposes of this Rule 7.1(a) and (b) only (and for no other
purposes), Exercise Period means the period of one year from
the date on which the Option-holder ceases to be Non-Employee
Director.
(b) The personal representative(s) of a deceased Option-holder
or the personal representative of an Option-holder who has
ceased to be a Non-Employee Director as the result of a
permanent and total disability as defined in section 22(e) of
the Code shall notwithstanding Rule 7.2 be entitled to
exercise the option within twelve months of such
Option-holder's death or the date the Option-holder ceases to
be a Non-Employee Director by reason of such disability,
provided however, that no Exercise Period may extend more than
ten years after the Date of Grant.
(c) For the purposes of Rule 7.1 only (and for no other purpose),
where an Option-holder ceases to be a Non- Employee Director
for any reason not set forth in Rule 7.1(a), 7.1(b)
- 7 -
<PAGE> 10
or 7.2(d), where an Option-holder ceases to be a Non-Employee Director
without notice, the Option-holder shall be deemed to cease to be a
Non-Employee Director on a date thirty (30) days from the date on
which the cessation takes effect, and where the Option-holder ceases
to be a Non-Employee Director with notice, the Option-holder shall be
deemed to so cease upon the later of the date specified in the notice
or thirty (30) days from the date on which that notice is given.
7.2 RESTRICTIONS ON EXERCISE OF OPTIONS PURSUANT TO RULE 7.1
Notwithstanding the provisions of Rule 7.1
(a) An option shall only be exercisable during the Exercise Period
(including as defined in Rule 7.1(a) for those purposes,
provided however, that no Exercise Period may extend more than
10 years after the Date of Grant) and to the extent not
exercised at the end of the Exercise Period the option shall
terminate.
(b) An option shall be fully exercisable during the Exercise
Period.
(c) Option-holders may exercise options under this Plan only during
such period as if such option was treated as an Ordinary Share
in the Company they would be permitted to deal under the
internal codes relating to securities transactions by directors
and employees of the Company from time to time in force.
(d) If an Option-holder at any time ceases to be a Non-Employee
Director for reasons of dishonesty or fraud, his options will
lapse on the date of his cessation of service as a Non-Employee
Director.
7.3 METHOD OF EXERCISE OF OPTIONS
(a) Exercise of an option by an Option-holder shall be by notice in
writing on a form prescribed by the Committee for the purpose
addressed to the Company. The form of notice shall specify the
number of shares in respect of which the options are being
exercised on that occasion, whether the option is over American
Depositary Shares or Ordinary Shares and be accompanied by the
relevant option certificate and payment in full of the Exercise
Price together with such other documents as the Company may
determine, as well as any payment due on account of tax or
similar liabilities as may be required by law or as the Company
may reasonably consider to be necessary or desirable.
(b) Any payment required to be made under Rule 7.3(a) above shall
be made to the Company or such other person as may from time to
time be notified by the Company to the Option-holder.
- 8 -
<PAGE> 11
(c) Any documents required to be delivered under Rule 7.3(a) above
shall be sufficiently delivered if delivered to such office as
may from time to time be notified by the Company to
Option-holders.
(d) Any payment required to be made under Rule 7.3(a) above shall
be by check (or in the case of an option to purchase shares, by
tender of either Ordinary Shares of the Company or American
Depositary Shares of the Company). For the purpose of
determining that payment of the Exercise Price is made in full
as required by Rule 7.3(a), Ordinary Shares of the Company and
American Depositary Shares of the Company tendered in payment
of the Exercise Price shall be valued at their Market Value on
date of tender.
7.4 ALLOTMENT OR TRANSFER OF SHARES PURSUANT TO EXERCISE OF OPTIONS
Subject to such consents or other required action of any competent
authority under regulations or enactments for the time being in force
as may be necessary, and subject to compliance with the terms of the
option and any instructions given by the Option-holder to the Company
on giving notice of exercise of the Option, the Company shall, as soon
as practicable after it has received the payment and documents
referred to in Rule 7.3 above or after it has received confirmation of
the receipt of such payment and documents on its behalf and no later
than thirty days thereafter, either allot to the Option-holder (or his
nominee) or procure the transfer to the Option-holder (or his
nominee), or in the case of an exercise of the Rule 7.1(b) above his
personal representative(s)) of the number of shares specified in the
form of notice or (as the case may be) the unsold balance and the
delivery to the Option-holder (or such personal representative(s)) of
an appropriate certificate.
7.5 ADJUSTMENTS TO OPTION RIGHTS
In the event of any increase or variation of the issued share capital
of the Company, such adjustments shall be made to the total number of
shares in respect of which options may be granted under the Plan and
to any unexercised option rights as the Company's auditors may
determine to be fair and reasonable. If any adjustment is to be made
pursuant to this Rule 7.5, the Company shall notify each Option-holder
of particulars of the adjustment as soon as practicable after the
determination thereof.
7.6 TRANSFER OF OPTIONS
An option is personal to the Option-holder and, accordingly, subject
as provided in Rule 7.1(b) above, an Option-holder shall not transfer,
assign, charge, encumber or otherwise alienate an Option or create in
favour of any third party any interest therein. Upon any breach of
this Rule 7.6, the Company shall cancel the option.
- 9 -
<PAGE> 12
7.7 LOSS OF OFFICE
If any Option-holder shall cease to be a Non-Employee Director for any
reason, he shall not be entitled by way of compensation for loss of
office or otherwise howsoever to any sum or other benefit to
compensate him for the loss of any rights under the Plan.
7.8 LIQUIDATION
If notice of a meeting to consider a resolution for the voluntary
winding up (excluding any resolution for the voluntary winding up of
the Company for the purpose of reorganisation or reconstruction) of
the Company shall be duly given, the Company may give notice thereof
to all Option-holders and thereupon each such Option-holder shall,
notwithstanding that the Exercise Period has not commenced forthwith
and until the commencement of the winding up be entitled subject to
Rule 7.2(b) (provided however that no Exercise Period may extend more
than ten years after the Date of Grant), be entitled to give notice
in writing to the Company electing to exercise his option, but the
exercise of such option as aforesaid shall be conditional upon such
resolution being duly passed. Upon commencement of the winding up all
options shall lapse except insofar as exercised under this Rule 7.8.
8. CHANGE IN CONTROL OF THE COMPANY
8.1 If an Acquiring Person:-
(a) obtains Control of the Company as a result of making a Takeover
Offer; or
(b) obtains Control of the Company in pursuance of a Compromise; or
(c) serves a Section 429 Notice
the Company shall as soon as practicable thereafter notify every
Option-holder accordingly and each Option-holder may within the
Appropriate Period and notwithstanding that the Exercise Period has
not commenced:-
(i) exercise his option at any time or from time to time in whole
or in part; and
(ii) to the extent that any option is not or has not been exercised,
execute with the consent of such Acquiring Person an Option
Roll-over.
8.2 To the extent that an option which has become exercisable and capable
of being Rolled-over pursuant to Rule 8.1 has not been exercised
and/or Rolled-over at the expiry date of the Appropriate Period it
shall thereupon lapse.
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<PAGE> 13
8.3 For the purposes of an Option Roll-over the new rights shall only be
regarded as equivalent to the old rights if:-
(a) the new rights are exercisable in substantially the same manner
as the old rights and subject to the provisions of this Plan as
it may have effect immediately before an Option Roll-over; and
(b) the total Market Value of shares subject to an option which is
being Rolled-over is equal immediately before such Option
Roll-over to the total market value (determined in accordance
with Part VIII of the Taxation of Chargeable Gains Act 1992) of
the shares in respect of which an Option-holder's new rights
are being granted immediately after such Option Roll-over.
8.4 For the purposes of any application of the provisions of this Plan
following an Option Roll-over:-
(a) any new rights granted pursuant to Rule 8 shall be regarded as
having been granted at the time the corresponding old rights
were granted; and
(b) Rules 7, 8, 9, 10 and 11 shall in relation to the new rights be
construed as if the following terms have the meanings assigned
to them in this Rule 8.4 and not the meanings assigned to them
in Rule 2.
"AMERICAN DEPOSITARY SHARES"
An authorized depositary security representing Ordinary Shares and for
the time being evidenced by an authorized depositary receipt quoted on
the Nasdaq Stock Market's National Market.
"COMPANY"
The company in respect of whose shares new rights have been granted.
"OPTION PRICE"
The Option Price multiplied by a fraction the numerator of which is
the total number of shares subject to the option prior to the Option
Roll-over and the denominator of which is the total number of shares
over which new rights have been granted to the Option-holder on the
Option Roll-over.
8.5 If, under Section 425 of the Companies Act 1985, a Compromise or
arrangement between the Company and its members is proposed for the
purposes of or in connection with a scheme for the reconstruction of
the Company or its amalgamation with any other company or companies,
- 11 -
<PAGE> 14
the Company shall give notice thereof to all Option-holders on the
same date as it dispatches the notice which is sent to each member of
the Company summoning the meeting to consider such a Compromise or
arrangement and thereupon each Option-holder (or where permitted his
personal representative(s)) may notwithstanding that the Exercise
Period has not commenced forthwith and, subject to Rule 7.2(b)
(provided however, that no Exercise Period may extend more than ten
years after the Date of Grant), until the expiry of the period
commencing with such date and ending with the earlier of the date six
calendar months thereafter and the date on which such Compromise or
arrangement is sanctioned by the Court be entitled to exercise his
option, but the exercise of an option as aforesaid shall be
conditional upon such Compromise or arrangement being sanctioned by
the Court and becoming effective. Upon such Compromise or
arrangement becoming effective all options to the extent unexercised
shall lapse except that an Option-holder may with the consent of the
Company exercise an Option Roll-over in respect of his option in
accordance with Rule 8.1 within the Appropriate Period.
8.6 If any person (either alone or together with any person acting in
concert with him) as a result of making a general offer to acquire the
whole of the issued Ordinary Shares of the Company or that part of the
issued Ordinary Share capital not already owned by him (or by any
person acting in concert with him) becomes bound or entitled or
acquire shares in the Company under sections 428 to 430F of the
Companies Act 1985, all options to the extent unexercised shall lapse
one month after such person became so bound or entitled.
9. ADMINISTRATION AND AMENDMENT
9.1 The Plan shall be subject to the administration of the Board of
Directors whose decision (save as otherwise provided herein) shall be
final and binding on all parties. The Board may at any time terminate
the operation of the Plan and in such event no further options will be
granted, but the provisions of the Plan shall remain in force in
relation to options granted and remaining exercisable or potentially
exercisable hereunder at the date of such termination.
9.2 Subject to Rules 9.3 and 9.5 below, the Board may at any time and from
time to time alter or add to the Plan in any respect, provided that no
alterations or additions may be made to the provisions of Rules 4,
5.1, 5.2, 5.3, 7.1, 7.2 or 7.8 more often than once every six months,
other than to comply with changes in the Code, the United States
Employee Retirement Income Security Act, or the rules thereunder.
9.3 Subject to Rule 9.4 below, no alteration or addition to the advantage
of Option-holders shall be made under Rule 9.2 above without the prior
approval by ordinary resolution of the members of the Company in
general meeting.
9.4 Rule 9.3 shall not apply:-
(a) to any minor alteration or addition to benefit the
administration of the Plan, or
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<PAGE> 15
(b) to any alteration or addition to obtain or maintain favourable
tax, exchange control or regulatory treatment of Option-holders
or any member of the Group.
9.5 No material alteration or addition to the disadvantage of any
Option-holder shall be made under Rule 9.2 unless:-
(a) the Company shall have invited every such Option-holder to give
an indication as to whether or not he approves the alteration
or addition, and
(b) the alteration or addition is approved by a majority of those
Option-holders who have given such an indication.
9.6 As soon as reasonably practicable after making any alteration or
addition under Rule 9.2, the Company shall give notice in writing to
any Option-holder affected thereby.
10. NOTICES
10.1 All Option-holders shall be entitled while they have subsisting rights
under the Plan to receive copies of all notices and other documents
sent by the Company to its shareholders.
10.2 Any notice or other document required to be given hereunder to any
Option-holder shall be delivered to him or sent by post to him at his
home address according to the records of the Company or such other
address as may appear to the Company to be appropriate. Any notice or
other document required to be given to the Company shall be delivered
to the Secretary of the Company or sent by post to the Secretary of
the Company at the registered office of the Company or such other
office as may from time to time be notified by the Company. All
notices given to the Company shall be deemed to have been given on the
date of receipt by the Company or by any person for the time being
authorized to receive such notices on its behalf. All notices given
to Option-holders shall be deemed to have been given on the date of
posting if sent by post (but only in the case of Option-holders
outside the UK if sent by air mail) or the date of delivery if
delivered.
11. UNITED STATES REQUIREMENTS
11.1 Any option to be granted under the 1996 Stock Option Plan for
Non-Employee Directors shall be a Non-Qualifying Option and, for the
purpose of these Rules, any reference to an option granted under this
Plan shall be construed as being a reference to a Non-Qualifying
Option.
11.2 In the case of the issue of American Depositary Shares or Ordinary
Shares by the Company with respect to options granted under the Plan,
the Company shall have the right in advance of the issue of such
shares to the Option-holder to require the Option-holder to remit to
the Company the amount necessary to satisfy any federal, state or
local tax withholding imposed by reason of
- 13 -
<PAGE> 16
the issue of such shares.
11.3 The Plan is intended to comply with the requirements of Rule
16b-3(c)(2)(ii) under the Securities Exchange Act of 1934 (as the same
shall be amended from time to time), regarding formula awards, to
ensure that the grants made to Non-Employee Directors under the Plan
will not cause these Non-Employee Directors to fail to qualify as
"disinterested persons", as that term is defined in Rule
16b-3(c)(2)(i), for the purpose of administering the Company's
employee stock option plans. If any of the terms or provisions of the
Plan conflict with the requirements of Rule 16b-3 under the Securities
Exchange Act of 1934 (as the same shall be amended from time to
time), then such terms or provisions shall be deemed inoperative to the
extent that they conflict with the requirements of said Rule 16b-3 .
11.4 Options granted under the Plan to a Non-Employee Director who is
primarily subject to taxation on his remuneration in the United States
of America shall be granted only to acquire American Depositary
Shares.
12. REQUIREMENTS FOR THE UNITED KINGDOM
In respect of an Option-holder who is resident in the United Kingdom
for tax purposes, the Exercise Period shall be the period of four
years beginning with the third anniversary of the Date of Grant, and
options granted to such person under the Plan shall be granted only to
acquire Ordinary Shares.
- 14 -
<PAGE> 1
EXHIBIT 5.1
[SHUMAKER, LOOP & KENDRICK LETTERHEAD]
December 23, 1996
Danka Business Systems PLC
11201 Danka Circle North
St. Petersburg, Florida 33716
Attention: Daniel M. Doyle
Chief Executive
Re: Registration Statement on Form S-8 for the Danka
Business Systems PLC Share Option Plans
Dear Sirs:
We have acted as counsel to Danka Business Systems PLC (the
"Company") in connection with the preparation and filing of its Registration
Statement on Form S-8 with the Securities and Exchange Commission pursuant to
the requirements of the Securities Act of 1933, as amended, for the
registration of an aggregate of 19,500,000 Ordinary shares of the Company,
1.25p each (the "Shares") issuable to eligible employees and directors of the
Company upon the exercise of stock options to be granted under the Company's
1996 Share Option Plan and 1996 Non-Employee Directors Share Option Plan (the
"Plans").
In connection with the following opinion, we have examined and
have relied upon such documents, records, certificates, statements and
instruments as we have deemed necessary and appropriate to render the opinion
herein set forth.
Based upon the foregoing, it is our opinion that the Shares
will, when issued and sold pursuant to valid exercises of options granted under
either of the Plans, be legally and validly issued, fully paid and
nonassessable.
The undersigned hereby consents to the filing this opinion as
Exhibit 5.1 to the Registration Statement.
Very truly yours,
/s/ SHUMAKER, LOOP & KENDRICK
<PAGE> 1
EXHIBIT 23.1
To the Members of Danka Business Systems PLC
and Subsidiaries:
We consent ot the use of our reports incorporated herein by reference.
/s/ KPMG, Chartered Accountants and Registered Auditors
London, England
December 23, 1996
<PAGE> 1
EXHIBIT 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of Danka Business Systems PLC of our report dated
September 17, 1996 relating to the combined financial statements of the Office
Imaging Sales and Services Business, appearing on page F-7 of the Proxy
Statement of Danka Business Systems PLC dated November 7, 1996.
/s/ Price Waterhouse LLP
Price Waterhouse LLP
Rochester, New York
December 23, 1996
<PAGE> 1
EXHIBIT 24
REGISTRATION STATEMENT
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that the undersigned director
of Danka Business Systems PLC, an English corporation ("Danka"), does hereby
constitute and appoint Daniel M. Doyle, Chief Executive of Danka, and David C.
Snell, Chief Operating Officer of Danka, or either of them individually, his
true and lawful attorneys in his name, place and stead, in any and all
capacities, to sign his name to a Registration Statement on Form S-8, and to
any and all related post-effective amendments, exhibits and other documents,
with respect to the registration by Danka under the Securities Act of 1933 of
its Ordinary shares, 1.25 p each, offered under The Danka 1996 Share Option
Plan and The Danka 1996 Non-Employee Directors Share Option Plan, and to cause
the same to be filed with the Securities and Exchange Commission, granting unto
said attorneys, or either of them individually, full power and authority to do
and perform any act and thing necessary and proper to be done in the premises,
as fully to all intents and purposes as the undersigned could do if personally
present, and the undersigned for himself hereby ratifies and confirms all that
said attorneys shall lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, this Power of Attorney has been signed at
London, England this 18 day of December, 1996.
/s/ Mark A. Vaughan-Lee
----------------------------------
Mark A. Vaughan-Lee
<PAGE> 2
REGISTRATION STATEMENT
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that the undersigned director
of Danka Business Systems PLC, an English corporation ("Danka"), does hereby
constitute and appoint Daniel M. Doyle, Chief Executive of Danka, and David C.
Snell, Chief Operating Officer of Danka, or either of them individually, his
true and lawful attorneys in his name, place and stead, in any and all
capacities, to sign his name to a Registration Statement on Form S-8, and to
any and all related post-effective amendments, exhibits and other documents,
with respect to the registration by Danka under the Securities Act of 1933 of
its Ordinary shares, 1.25 p each, offered under The Danka 1996 Share Option
Plan and The Danka 1996 Non-Employee Directors Share Option Plan, and to cause
the same to be filed with the Securities and Exchange Commission, granting unto
said attorneys full power and authority to do and perform any act and thing
necessary and proper to be done in the premises, as fully to all intents and
purposes as the undersigned could do if personally present, and the undersigned
for himself hereby ratifies and confirms all that said attorneys shall lawfully
do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, this Power of Attorney has been signed at
London, England this 18 day of December, 1996.
/s/ David S. Hooker
----------------------------------
David S. Hooker
<PAGE> 3
REGISTRATION STATEMENT
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that the undersigned director
of Danka Business Systems PLC, an English corporation ("Danka"), does hereby
constitute and appoint Daniel M. Doyle, Chief Executive of Danka, and David C.
Snell, Chief Operating Officer of Danka, or either of them individually, his
true and lawful attorneys in his name, place and stead, in any and all
capacities, to sign his name to a Registration Statement on Form S-8, and to
any and all related post-effective amendments, exhibits and other documents,
with respect to the registration by Danka under the Securities Act of 1933 of
its Ordinary shares, 1.25 p each, offered under The Danka 1996 Share Option
Plan and The Danka 1996 Non-Employee Directors Share Option Plan, and to cause
the same to be filed with the Securities and Exchange Commission, granting unto
said attorneys full power and authority to do and perform any act and thing
necessary and proper to be done in the premises, as fully to all intents and
purposes as the undersigned could do if personally present, and the undersigned
for himself hereby ratifies and confirms all that said attorneys shall lawfully
do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, this Power of Attorney has been signed at
London, England this 18 day of December, 1996.
/s/ David Kendall
-------------------------------
David Kendall
<PAGE> 4
REGISTRATION STATEMENT
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that the undersigned director
of Danka Business Systems PLC, an English corporation ("Danka"), does hereby
constitute and appoint Daniel M. Doyle, Chief Executive of Danka, and David C.
Snell, Chief Operating Officer of Danka, or either of them individually, his
true and lawful attorneys in his name, place and stead, in any and all
capacities, to sign his name to a Registration Statement on Form S-8, and to
any and all related post-effective amendments, exhibits and other documents,
with respect to the registration by Danka under the Securities Act of 1933 of
its Ordinary shares, 1.25 p each, offered under The Danka 1996 Share Option
Plan and The Danka 1996 Non-Employee Directors Share Option Plan, and to cause
the same to be filed with the Securities and Exchange Commission, granting unto
said attorneys full power and authority to do and perform any act and thing
necessary and proper to be done in the premises, as fully to all intents and
purposes as the undersigned could do if personally present, and the undersigned
for himself hereby ratifies and confirms all that said attorneys shall lawfully
do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, this Power of Attorney has been signed at
Toledo, Ohio, this 16 day of December, 1996.
/s/ James F. White, Jr.
--------------------------------
James F. White, Jr.
<PAGE> 5
REGISTRATION STATEMENT
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that the undersigned Finance
Director of Danka Business Systems PLC, an English corporation ("Danka"), does
hereby constitute and appoint Daniel M. Doyle, Chief Executive of Danka, his
true and lawful attorney in his name, place and stead, in any and all
capacities, to sign his name to a Registration Statement on Form S-8, and to
any and all related post-effective amendments, exhibits and other documents,
with respect to the registration by Danka under the Securities Act of 1933 of
its Ordinary shares, 1.25 p each, offered to eligible employees under The Danka
Option Plan and The Danka 1996 Non-Employee Directors Share Option Plan, and to
cause the same to be filed with the Securities and Exchange Commission,
granting unto said attorney full power and authority to do and perform any act
and thing necessary and proper to be done in the premises, as fully to all
intents and purposes as the undersigned could do if personally present, and the
undersigned for himself hereby ratifies and confirms all that said attorney
shall lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, this Power of Attorney has been signed at
St. Petersburg, Florida this 18 day of December, 1996.
/s/ David C. Snell
-----------------------------------
David C. Snell
<PAGE> 6
REGISTRATION STATEMENT
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that the undersigned director
of Danka Business Systems PLC, an English corporation ("Danka"), does hereby
constitute and appoint Daniel M. Doyle, Chief Executive of Danka, and David C.
Snell, Chief Operating Officer of Danka, or either of them individually, his
true and lawful attorneys in his name, place and stead, in any and all
capacities, to sign his name to a Registration Statement on Form S-8, and to
any and all related post-effective amendments, exhibits and other documents,
with respect to the registration by Danka under the Securities Act of 1933 of
its Ordinary shares, 1.25 p each, offered under The Danka 1996 Share Option
Plan and The Danka 1996 Non-Employee Directors Share Option Plan, and to cause
the same to be filed with the Securities and Exchange Commission, granting unto
said attorneys full power and authority to do and perform any act and thing
necessary and proper to be done in the premises, as fully to all intents and
purposes as the undersigned could do if personally present, and the undersigned
for himself hereby ratifies and confirms all that said attorneys shall lawfully
do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, this Power of Attorney has been signed at
London, England this 18 day of December, 1996.
/s/ Pierson M. Grieve
------------------------------
Pierson M. Grieve
