As filed with the Securities and Exchange Commission on November 21, 1997.
Registration No. 333-___________
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________________________
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
____________________________
SHELDAHL, INC.
(Exact name of registrant as specified in its charter)
Minnesota 41-0758073
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1150 Sheldahl Road
Northfield, Minnesota 55057
(Address of Principal Executive Offices and zip code)
____________________________
SHELDAHL, INC.
EMPLOYEE STOCK PURCHASE PLAN
(Full title of the Plan)
____________________________
Copy to:
James E. Donaghy Charles P. Moorse
President Kristin L. Johnson
1150 Sheldahl Road Lindquist & Vennum P.L.L.P.
Northfield, Minnesota 55057 4200 IDS Center
(507) 663-8000 Minneapolis, MN 55402
(Name, address and telephone (612) 371-3211
number, including area code,
of agent for service)
CALCULATION OF REGISTRATION FEE
Proposed Proposed
Title of Maximum Maximum
Securities Amount Offering Aggregate Amount of
to be to be Price Offering Registration
Registered Registered Per Share(1) Price(1) Fee
Common Stock, 250,000 shares $17.31 $4,327,500 $1,312
$.25 par value,
to be issued pursuant
to Sheldahl, Inc. Employee Stock Purchase Plan
(1) Estimated solely for the purpose of determining the registration fee
pursuant to Rule 457(c) and (h) and based upon the average of the high and
low prices of the Companys Common Stock on the Nasdaq National Market on
November 18, 1997.
PART I
Pursuant to Part I of Form S-8, the information required by Items 1 and 2 of
Form S-8 is not filed as a part of this Registration Statement.
PART II
Item 3. Incorporation of Documents by Reference.
The following documents filed with the Securities and Exchange Commission are
hereby incorporated by reference:
(a) The Annual Report of the Company on Form 10-K for the fiscal year ended
August 30, 1996.
(b) The Definitive Proxy Statement dated November 27, 1996 for the 1997 Annual
Meeting of Shareholders held January 8, 1997.
(c) The Quarterly Reports of the Company on Form 10-Q for the quarters ended
November 29, 1996, February 28, 1997 and May 30, 1997.
(d) The description of the Company's Common Stock as set forth in the
Company's Form S-2 Registration Statement dated June 22, 1994 (Registration
No. 33-79266), including any amendment or report filed for the purpose of
updating such description.
All documents subsequently filed by the Company pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Securities Exchange Act of 1934, prior to the
filing of a post-effective amendment which indicates that all securities
offered have been sold or which deregisters all securities then remaining
unsold, shall be deemed to be incorporated by reference in this Registration
Statement and to be a part hereof from the date of filing of such documents.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Gerald E. Magnuson, Secretary of the Company, is Of Counsel with Lindquist
& Vennum P.L.L.P., which is the law firm passing on the validity of the
securities issued under the Plan.
Item 6. Indemnification of Directors and Officers.
Section 302A.521 of the Minnesota Business Corporation Act provides that a
corporation shall indemnify a person made or threatened to be made a party
to a proceeding by reason of the former or present official capacity of the
person against judgments, penalties, fines, including, without limitation,
excise taxes assessed against the person with respect to an employee
benefit plan, settlements, and reasonable expenses, including attorneys'
fees and disbursements, incurred by the person in connection with the
proceeding, if, with respect to the acts or omissions of the person
complained of in the proceeding, the person:
(1) Has not been indemnified by another organization or employee benefit plan
for the same judgments, penalties, fines, including, without limitation,
excise taxes assessed against the person with respect to an employee
benefit plan, settlements, and reasonable expenses, including attorneys'
fees and disbursements, incurred by the person in connection with the
proceeding with respect to the same acts or omissions;
(2) Acted in good faith;
(3) Received no improper personal benefit and section 302A.255 (Director
Conflicts of Interest), if applicable, has been satisfied;
(4) In the case of a criminal proceeding, had no reasonable cause to believe
the conduct was unlawful; and
(5) In the case of acts or omissions occurring in the official capacity
described in subdivision 1, paragraph (c), clause (1) or (2), reasonably
believed that the conduct was in the best interests of the corporation,
or in the case of acts or omissions occurring in the official capacity
described in subdivision 1, paragraph (c), clause (3), reasonably believed
that the conduct was not opposed to the best interests of the corporation.
If the person's acts or omissions complained of in the proceeding relate to
conduct as a director, officer, trustee, employee, or agent of an employee
benefit plan, the conduct is not considered to be opposed to the best
interests of the corporation if the person reasonably believed that the
conduct was in the best interests of the participants or beneficiaries of
the employee benefit plan.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
Exhibit
4.1 Sheldahl, Inc. Employee Stock Purchase Plan
5.1 Opinion of Lindquist & Vennum P.L.L.P.
23.1 Consent of Lindquist & Vennum P.L.L.P. (included in Exhibit 5.1)
23.2 Consent of Arthur Andersen LLP, independent public accountants
24.1 Power of Attorney (set forth on the signature page hereof)
Item 9. Undertakings.
(a) The Company hereby undertakes to:
(1) File, during any period in which offers or sells securities, a post-
effective amendment to this registration statement to:
(i) Include any prospectus required by section 10(a)(3) of the Securities Act
of 1933;
(ii) Reflect in the prospectus any facts or events which, individually or
together, represent a fundamental change in the information in the
registration statement. Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered) and any
deviation from the low or high end of the estimated maximum offering range
may be reflected in the form of prospectus filed with the Commission
pursuant to Rule 424(b) under the Securities Act of 1933 if, in the
aggregate, the changes in volume and price represent no more than a 20%
change in the maximum aggregate offering price set forth in the
Calculation of Registration Fee table in the effective registration
statement; and
(iii) Include any additional or changed material information on the plan of
distribution.
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if
the registration statement is on Form S-3 or Form S-8 and the information
required to be included in a post-effective amendment by those paragraphs
is contained in periodic reports filed by the registrant pursuant to
section 13 or section 15(d) of the Securities Exchange Act of 1934 that
are incorporated by reference in the registration statement.
(2) For determining liability under the Securities Act, treat each post-
effective amendment as a new registration statement of the securities
offered, and the offering of the securities at that time to be the initial
bona fide offering.
(3) File a post-effective amendment to remove from registration any of the
securities that remain unsold at the end of the offering.
(b) The Company hereby undertakes that, for purposes of determining any
liability under the Securities Act of 1933, each filing of the Companys
annual report pursuant to Section 13(a) or 15(d) of the Securities Exchange
Act of 1934 (and, where applicable, each filing of an employee benefit
plans annual report pursuant to Section 15(d) of the Securities Exchange
Act of 1934) that is incorporated by reference in the Registration
Statement shall be deemed to be a new Registration Statement relating to
the securities offered therein, and the offering of such securities at that
time shall be deemed to be the initial bona fide offering thereof.
(e) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 (the Act) may be permitted to directors, officers, and
controlling persons of the small business issuer pursuant to the foregoing
provisions, or otherwise, the small business issuer has been advised that
in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the small business
issuer of expenses incurred or paid by a director, officer or controlling
person of the small business issuer 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 small
business issuer will, unless in the opinion of its counsel the matter has
been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against
public policy as expressed in the Act and will be governed by the final
adjudication of such issue.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of
the requirements for filing on Form S-8 and has duly caused this
registration statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Northfield, State of Minnesota,
on November 21, 1997.
SHELDAHL, INC.
By /s/ James E. Donaghy
James E. Donaghy, Chief Executive Officer
POWER OF ATTORNEY
The undersigned officers and directors of Sheldahl, Inc. hereby constitute
and appoint James E. Donaghy and Gerald E. Magnuson, or either of them,
with power to act one without the other, our true and lawful attorney-in-
fact and agent, with full power of substitution and resubstitution, for us
and in our stead, in any and all capacities to sign any and all amendments
(including post-effective amendments) to this Registration Statement and
all documents relating thereto, and to file the same, with all exhibits
thereto, and other documents in connection therewith, with the Securities
and Exchange Commission, granting unto said attorney-in-fact and agent,
full power and authority to do and perform each and every act and thing
necessary or advisable to be done in and about the premises, as fully to
all intents and purposes as he might or could do in person, hereby
ratifying and confirming all that said attorney-in-fact and agent, or his
substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended, this
registration statement has been signed below by the following persons on
November 21, 1997 in the capacities indicated.
Signature
/s/ James E. Donaghy
James E. Donaghy, Chief Executive Officer
(Principal Executive Officer) and Director
/s/ John V. McManus
John V. McManus, Vice President - Finance
(Principal Financial Officer)
/s/ James S. Womack
James S. Womack, Chairman of the Board
/s/ Richard S. Wilcox
Richard S. Wilcox, Director
/s/ Kenneth J. Roering
Kenneth J. Roering, Director
/s/ William B. Miller
William B. Miller, Director
/s/ Gerald E. Magnuson
Gerald E. Magnuson, Director
/s/ John G. Kassakian
John G. Kassakian, Director
/s/ Beekman Winthrop
Beekman Winthrop, Director
<PAGE>
EXHIBIT 4.1
Effective January 1, 1998
SHELDAHL, INC.
EMPLOYEE STOCK PURCHASE PLAN
1. Establishment of Plan. SHELDAHL, INC. (hereinafter referred to
as the "Company") proposes to grant to certain employees of the Company the
opportunity to purchase common stock of the Company. Such common stock shall
be purchased pursuant to the plan herein set forth which shall be known as the
"SHELDAHL, INC. EMPLOYEE STOCK PURCHASE PLAN" (hereinafter referred to as the
"Plan"). The Company intends that the Plan shall qualify as an "Employee
Stock Purchase Plan" under Section 423 of the Internal Revenue Code of 1986,
as amended, and shall be construed in a manner consistent with the
requirements of said Section 423 and the regulations thereunder.
2. Purpose. The Plan is intended to encourage stock ownership by
employees of the Company and any of its Subsidiaries to which the Company and
such respective Subsidiaries by action of their Boards of Directors shall make
this Plan applicable. The Plan is further intended as an incentive to them to
remain in employment, improve operations, increase profits, and contribute
more significantly to the Company's success, and to permit the Company to
compete with other corporations offering similar plans in obtaining and
retaining the services of competent employees.
3. Administration.
(a) The Plan shall be administered by a stock purchase
committee (hereinafter referred to as the "Committee"), consisting of
two or more directors or employees of the Company, as designated by
the Board of Directors of the Company (hereinafter referred to as the
"Board of Directors"). The Board of Directors shall fill all
vacancies in the Committee and may remove any member of the Committee
at any time, with or without cause.
(b) Unless the Board of Directors limits the authority
delegated to the Committee in its appointment, the Committee shall be
vested with full authority to make, administer, and interpret such
rules and regulations as it deems necessary to administer the Plan.
For all purposes of this Plan other than this Paragraph 3(b),
references to the Committee shall also refer to the Board of
Directors.
(c) The Committee shall select its own chairman and hold its
meetings at such times and places as it may determine. All
determinations of the Committee shall be made by a majority of its
members. Any decision which is made in writing and signed by a
majority of the members of the Committee shall be effective as fully
as though made by a majority vote at a meeting duly called and held.
(d) The determinations of the Committee shall be made in
accordance with its judgment as to the best interests of the Company,
its employees and its shareholders and in accordance with the
purposes of the Plan; provided, however, that the provisions of the
Plan shall be construed in a manner consistent with the requirements
of Section 423 of the Internal Revenue Code, as amended. Such
determinations shall be binding upon the Company and the participants
in the Plan unless otherwise determined by the Board of Directors.
(e) The Company shall pay all expenses of administering the
Plan. No member of the Board of Directors or the Committee shall be
liable for any action or determination made in good faith with
respect to the Plan or any option granted under it. The Company
shall indemnify each member of the Committee against any and all
claims, loss, damages, expenses (including counsel fees approved by
the Committee), and liability (including any amounts paid in
settlement with the Committee's approval) arising from any loss or
damage or depreciation which may result in connection with the
execution of his or her duties or the exercise of his or her
discretion, or from any other action or failure to act hereunder,
except when the same is judicially determined to be due to gross
negligence or willful misconduct of such member.
4. Duration and Periods of the Plan.
(a) The Plan will commence on January 1, 1998 or such later
date specified by the Committee, and will terminate January 1, 2003,
except that any Period commenced prior to such termination shall, if
necessary, be allowed to continue beyond such termination until
completion. Notwithstanding the foregoing, this Plan shall be
considered of no force or effect and any options granted shall be
considered null and void unless the holders of a majority of all of
the issued and outstanding shares of the common stock of the Company
approve the Plan within twelve months after the date of its adoption
by the Board of Directors.
(b) The Plan shall be carried out in one or more Periods,
each Period being for a period of six months, or such shorter or
longer period of time as may be determined by the Committee prior to
the commencement of a Period. No Period shall run concurrently with
any other Period but a Period may commence immediately after the
termination of the preceding Period. The existence and date of
commencement of a Period (the "Commencement Date") shall be
determined by the Committee and shall terminate on a date (the
Termination Date) which is not more than one year from a Commencement
Date, provided that the commencement of the first Period shall be
within six months before or twelve months after the date of approval
of the Plan by the shareholders of the Company. In the event all of
the stock reserved for grant of options hereunder is issued pursuant
to the terms hereof prior to the commencement of one or more Periods
scheduled by the Committee or the number of shares remaining is so
small, in the opinion of the Committee, as to render administration
of any succeeding Period impracticable, such Period or Periods shall
be canceled. Periods shall be numbered successively as Period 1,
Period 2, Period 3, etc.
(c) The Board of Directors may elect to accelerate the
Termination Date of any Period effective on the date specified by the
Board of Directors in the event of (i) any consolidation or merger of
the Company in which the Company is not the continuing or surviving
corporation or pursuant to which shares would be converted into cash,
securities or other property, other than a merger of the Company in
which shareholders immediately prior to the merger have the same
proportionate ownership of stock in the surviving corporation
immediately after the merger; or (ii) any sale, lease, exchange or
other transfer (in one transaction or a series of related
transactions) of all or substantially all of the assets of the
Company. Subject to any required action by the shareholders, if the
Company shall be involved in any merger or consolidation, in which it
is not the surviving corporation, and if the Board of Directors does
not accelerate the Termination Date of the Period, each outstanding
option shall pertain to and apply to the securities or other rights
to which a holder of the number of shares subject to the option would
have been entitled.
(d) A dissolution or liquidation of the Company shall cause
each outstanding option to terminate, provided in such event that,
immediately prior to such dissolution or liquidation, each
Participant shall be repaid the payroll deductions credited to his
account without interest.
5. Eligibility. All Employees, as defined in Paragraph 18 hereof,
who have completed six or more months of employment with the Company prior to
the Commencement Date of a Period shall be eligible to participate in such
Period.
6. Participation. Participation in the Plan is voluntary. An
eligible Employee may elect to participate in the Plan, and thereby become a
"Participant" in the Plan, by completing the Enrollment Form provided by the
Company and delivering it to the Company or its designated representative at
least five days prior to an Enrollment Date and five days prior to the
Commencement Date of that Period. The Enrollment Date shall be established by
the Committee, which shall be no less often than annual and shall coincide
with one, but need not coincide with each, Commencement Date. Payroll
deductions for a Participant shall commence on the first payday after the
Commencement Date of the Period and shall terminate on the last payday
immediately prior to or coinciding with the Termination Date of that Period
unless sooner terminated by the Participant as provided in Paragraph 9 hereof.
A Participant who ceases to be an eligible Employee, although still employed
by the Company, thereupon shall be deemed to discontinue his or her
participation in the Plan and shall have the rights provided in Section 9.
7. Payroll Deductions.
(a) Upon enrollment, a Participant shall elect to make
contributions to the Plan by payroll deductions (in full dollar
amounts and in amounts calculated to be as uniform as practicable
throughout the period of the Period), in the aggregate amount not in
excess of seven percent (7%) of such Participant's Pay (as determined
in accordance with Paragraph 18 hereof) for the term of the Period.
The minimum authorization shall be two percent (2%) of a Participants
Pay per pay period.
(b) In the event of a change in the pay period of any
Participant, such as from bi-weekly to monthly, an appropriate
adjustment shall be made to the deduction in each new pay period so
as to ensure the deduction of the proper amount authorized by the
Participant.
(c) A Participant may discontinue his participation in the
Period and terminate his payroll deduction authorized at such times
as determined by the Committee and shall have the rights provided in
Section 9. No change can be made during a Period of the Plan which
would either change the time or increase or decrease the rate of his
payroll deductions.
(d) All payroll deductions made for Participants shall be
credited to their respective accounts under the Plan. A Participant
may not make any separate cash payments into such account.
8. Options.
(a) Grant of Option.
(i) A Participant who is employed by the Company as of
the Commencement Date of a Period shall be granted an option as
of such date to purchase a number of full and fractional shares
of Company common stock to be determined by dividing the total
amount to be credited to that Participant's account under
Paragraph 7 hereof by the option price set forth in Paragraph
8(a)(ii)(A) hereof, subject to the limitations of Paragraph 10
hereof.
(ii) The option price for such shares of common stock
shall be the lower of:
A. Eighty-five percent (85%) of the Fair Market
Value of such shares of common stock on the Commencement
Date of the Period; or
B. Eighty-five percent (85%) of the Fair Market
Value of such shares of common stock on the Termination
Date of the Period.
(iii) Stock options granted pursuant to the Plan may be
evidenced by agreements in such form as the Committee shall
approve, provided that all Employees shall have the same rights
and privileges and provided further that such options shall
comply with and be subject to the terms and conditions set
forth herein. The Committee may conclude that agreements are
not necessary.
(iv) Anything herein to the contrary notwithstanding, no
Employee shall be granted an option hereunder:
A. Which permits his rights to purchase stock
under all employee stock purchase plans of the Company,
its Subsidiaries or its parent, if any, to accrue at a
rate which exceeds Twenty-Five Thousand Dollars ($25,000)
of the Fair Market Value of such stock (determined at the
time such option is granted) for each calendar year in
which such option is outstanding at any time; or
B. If immediately after the grant such Employee
would own and/or hold outstanding options to purchase
stock possessing five percent (5%) or more of the total
combined voting power or value of all classes of stock of
the Company, its parent, if any, or of any subsidiary of
the Company. For purposes of determining stock ownership
under this Paragraph, the rules of Section 424(d) of the
Internal Revenue Code, as amended, shall apply.
(v) The grant of an option pursuant to this Plan shall
not affect in any way the right or power of the Company to make
adjustments, reclassifications, reorganizations or changes of
its capital or business structure or to merge or to consolidate
or to dissolve, liquidate or sell, or transfer all or any part
of its business or assets.
(b) Exercise of Option.
(i) Unless a Participant gives written notice to the
Company pursuant to Paragraph 9 prior to the Termination Date
of a Period, his option for the purchase of shares will be
exercised automatically for him as of such Termination Date for
the purchase of the number of full and fractional shares of
Company common stock which the accumulated payroll deductions
in his account at that time will purchase at the applicable
option price, but in no event shall the number of full and
fractional shares be greater than the number of full and
fractional shares to which a Participant would have been
eligible to purchase under Section 8(a)(i), and subject to the
limitations set forth in Paragraph 10 hereof.
(ii) The Company shall, in addition, return to the
Participant a cash payment equal to the balance, if any, in his
account which was not used for the purchase of common stock,
without interest, as promptly as practicable after the
Termination Date of any Period.
(iii) The Committee may appoint a registered broker
dealer to act as agent for the Company in holding and
performing ministerial duties in connection with the Plan,
including, but not limited to, maintaining records of stock
ownership by Participants and holding stock in its own name for
the benefit of the Participants. No trust or escrow
arrangement shall be express or implied by the exercise of such
duties by the agent. A Participant may, at any time, request
of the agent that any shares allocated to the Participant be
registered in the name of the Participant or in joint tenancy
with the Participant, in which event the agent shall issue a
certificate for the whole number of shares in the name of the
Participant (and his joint tenant, if any) and shall deliver to
the Participant any cash for fractional shares, based on the
then Fair Market Value of the shares on the date of issuance.
(c) Dividend Reinvestment. Unless the Committee designates
otherwise, and except as provided in this section, dividends on a
Participants shares will automatically be reinvested in additional
shares of stock of the Company. If a Participant desires to receive
dividends in the form of cash, he must request that a certificate for
such shares be issued in the name of the Participant by filing an
appropriate form with the Company. Any shares purchased through the
reinvestment of dividends may be issued from the shares authorized
under this Plan or purchased on the open market, as directed by the
Committee. If the shares are purchased directly from the Company,
the purchase price shall be the Fair Market Value of a share or the
date such dividends are paid. Otherwise, the purchase price may be
an average of shares purchased on the open market with the aggregate
amount of dividends.
9. Withdrawal or Termination of Participation.
(a) A Participant may, at any time prior to the Termination
Date of a Period, withdraw all payroll deductions then credited to
his account by giving written notice to the Company. Promptly upon
receipt of such notice of withdrawal, all payroll deductions credited
to the Participant's account will be paid to him without interest
accrued thereon and no further payroll deductions will be made during
the Period. In such event, the option granted the Participant under
that Period of the Plan shall lapse immediately. Partial withdrawals
of payroll deductions hereunder may not be made.
(b) Notwithstanding the provisions of Section 8(a) above, if
a Participant files reports pursuant to Section 16 of the Securities
Exchange Act of 1934 (at the Commencement Date of a Period or becomes
obligated to file such reports during a Period) then such a
Participant shall not have the right to withdraw all or a portion of
the accumulated payroll deductions except in accordance with Sections
8(c) and (d) below.
(c) In the event of the death of a Participant, the person or
persons specified in Paragraph 14 may give notice to the Company
within sixty days of the death of the Participant electing to
purchase the number of full shares which the accumulated payroll
deductions in the account of such deceased Participant will purchase
at the option price specified in Paragraph 8(a)(ii) and have the
balance in the account distributed in cash without interest accrued
thereon to the person or persons specified in Paragraph 14. If no
such notice is received by the Company within said sixty days, the
accumulated payroll deductions will be distributed in full in cash
without interest accrued thereon to the person or persons specified
in Paragraph 14.
(d) Upon termination of Participant's employment for any
reason other than death of the Participant, the payroll deductions
credited to his account, without interest, shall be returned to him.
(e) The Committee shall be entitled to make such rules,
regulations and determination as it deems appropriate under the Plan
in respect of any leave of absence taken by or disability of any
Participant. Without limiting the generality of the foregoing, the
Committee shall be entitled to determine:
(i) whether or not any such leave of absence shall
constitute a termination of employment for purposes of the
Plan; and
(ii) the impact, of any, of any such leave of absence on
options under the Plan theretofore granted to any Participant
who takes such leave of absence.
(f) A Participant who discontinues his participation during a
Period shall not be permitted to recommence participation until the
next Enrollment Date. A Participant's withdrawal will not have any
effect upon his eligibility to participate in any succeeding Period
of the Plan that commences after the next Enrollment Date or in any
similar plan which may hereafter be adopted by the Company.
10. Stock Reserved for Options.
(a) The maximum number of shares of the Company's common
stock to be issued upon the exercise of options to be granted under
the Plan shall be Two Hundred Fifty Thousand (250,000). Such shares
may, at the election of the Board of Directors, be either treasury
shares, shares authorized but not issued or shares acquired in the
open market by the Company. Shares subject to the unexercised
portion of any lapsed or expired option may again be subject to
option under the Plan.
(b) If the total number of shares of the Company common stock
for which options are to be granted for a given Period as specified
in Paragraph 8 exceeds the number of shares then remaining available
under the Plan (after deduction of all shares for which options have
been exercised or are then outstanding) and if the Committee does not
elect to cancel such Period pursuant to Paragraph 4, the Committee
shall make a pro rata allocation of the shares remaining available in
as uniform and equitable a manner as it shall consider practicable.
In such event, the options to be granted and the payroll deductions
to be made pursuant to the Plan which would otherwise be effected
may, in the discretion of the Committee, be reduced accordingly. The
Committee shall give written notice of such reduction to each
Participant affected.
(c) The Participant (or a joint tenant named pursuant to
Paragraph 10(d) hereof) shall have no rights as a shareholder with
respect to any shares subject to the Participant's option until the
date of the issuance of a stock certificate evidencing such shares.
No adjustment shall be made for dividends (ordinary or extraordinary,
whether in cash, securities or other property), distributions or
other rights for which the record date is prior to the date such
stock certificate is actually issued, except as otherwise provided in
Paragraph 12 hereof.
(d) The shares of the Company common stock to be delivered to
a Participant pursuant to the exercise of an option under the Plan
will be registered in the name of the Participant or, if the
Participant so directs by written notice to the Committee prior to
the Termination Date of that Period of the Plan, in the names of the
Participant and one other person the Participant may designate as his
joint tenant with rights of survivorship, to the extent permitted by
law.
11. Accounting and Use of Funds. Payroll deductions for each
Participant shall be credited to an account established for him under the
Plan. Such account shall be solely for bookkeeping purposes and no separate
fund or trust shall be established hereunder and the Company shall not be
obligated to segregate such funds. All funds from payroll deductions received
or held by the Company under the Plan may be used, without limitation, for any
corporate purpose by the Company.
12. Adjustment Provision.
(a) Subject to any required action by the shareholders of the
Company, the number of shares covered by each outstanding option, and
the price per share thereof in each such option, shall be
proportionately adjusted for any increase or decrease in the number
of issued shares of the Company common stock resulting from a
subdivision or consolidation of shares or the payment of a share
dividend (but only on the shares) or any other increase or decrease
in the number of such shares effected without receipt of
consideration by the Company.
(b) In the event of a change in the shares of the Company as
presently constituted, which is limited to a change of all its
authorized shares with par value into the same number of shares with
a different par value or without par value, the shares resulting from
any such change shall be deemed to be the shares within the meaning
of this Plan.
(c) To the extent that the foregoing adjustments relate to
shares or securities of the Company, such adjustments shall be made
by the Committee, and its determination in that respect shall be
final, binding and conclusive, provided that each option granted
pursuant to this Plan shall not be adjusted in a manner that causes
the option to fail to continue to qualify as an option issued
pursuant to an "employee stock purchase plan" within the meaning of
Section 423 of the Code.
(d) Except as hereinbefore expressly provided in this
Paragraph 12, the optionee shall have no right by reason of any
subdivision or consolidation of shares of any class or the payment of
any stock dividend or any other increase or decrease in the number of
shares of any class or by reason of any dissolution, liquidation,
merger, or consolidation or spin-off of assets or stock of another
corporation, and any issue by the Company of shares of any class, or
securities convertible into shares of any class, shall not affect,
and no adjustment by reason thereof shall be made with respect to,
the number or price of shares subject to the option.
13. Non-Transferability of Options.
(a) Options granted under any Period of the Plan shall not be
transferable except under the laws of descent and distribution and
shall be exercisable only by the Participant during his lifetime and
after his death only by his beneficiary of the representative of his
estate as provided in Paragraph 9(b) hereof.
(b) Neither payroll deductions credited to a Participant's
account, nor any rights with regard to the exercise of an option or
to receive common stock under any Period of the Plan may be assigned,
transferred, pledged or otherwise disposed of in any way by the
Participant. Any such attempted assignment, transfer, pledge or
other disposition shall be null and void and without effect, except
that the Company may, at its option, treat such act as an election to
withdraw funds in accordance with Paragraph 9.
14. Designation of Beneficiary. A Participant may file a written
designation of a beneficiary who is to receive any cash to the Participant's
credit without interest thereon under any Period of the Plan in the event of
such Participant's death prior to exercise of his option pursuant to Paragraph
9(b) hereof, or to exercise his option and become entitled to any stock and/or
cash upon such exercise in the event of the Participant's death prior to
exercise of the option pursuant to Paragraph 9(b) hereof. The beneficiary
designation may be changed by the Participant at any time upon receipt of a
written notice by the Company.
Upon the death of a Participant and upon receipt by the Company of
proof deemed adequate by it of the identity and existence at the Participant's
death of a beneficiary validly designated under the Plan, the Company shall in
the event of the Participant's death under the circumstances described in
Paragraph 9(b) hereof, allow such beneficiary to exercise the Participant's
option pursuant to Paragraph 9(b) if such beneficiary is living on the
Termination Date of the Period and deliver to such beneficiary the appropriate
stock and/or cash after exercise of the option. In the event there is not
validly designated beneficiary under the Plan who is living at the time of the
Participant's death under the circumstances described in Paragraph 9(b) or in
the event the option lapses, the Company shall deliver the cash credited to
the account of the Participant without interest to the executor or
administrator of the estate of the Participant, or if no such executor or
administrator has been appointed to the knowledge of the Company, it may, in
its discretion, deliver such cash to the spouse (or, if no surviving spouse,
to any one or more children of the Participant), or if no spouse or child is
known to the Company, then to such relatives of the Participant known to the
Company as would be entitled to such amounts, under the laws of intestacy in
the deceased Participant's domicile as though named as the designated
beneficiary hereunder. The Company will not be responsible for or be required
to give effect to the disposition of any cash or stock or the exercise of any
option in accordance with any will or other testamentary disposition made by
such Participant or in accordance with the provision of any law concerning
intestacy, or otherwise. No designated beneficiary shall, prior to the death
of a Participant by whom he has been designated, acquire any interest in any
stock or in any option or in the cash credited to the Participant under any
Period of the Plan.
15. Amendment and Termination. The Plan may be terminated at any
time by the Board of Directors provided that, except as permitted in Paragraph
4(c) with respect to an acceleration of the Termination Date of any Period, no
such termination will take effect with respect to any options then
outstanding. Also, the Board may, from time to time, amend the Plan as it may
deem proper and in the best interests of the Company or as may be necessary to
comply with Section 423 of the Internal Revenue Code of 1986, as amended, or
other applicable laws or regulations; provided, however, that no such
amendment shall, without prior approval of the shareholders of the Company (1)
increase the total number of shares for which options may be granted under the
Plan (except as provided in Paragraph 12 herein), (2) permit aggregate payroll
deductions in excess of ten percent (10%) of a Participant's compensation as
of the Commencement Date of a Period, or (3) impair any outstanding option.
16. Notices. All notices or other communications in connection
with the Plan or any Period thereof shall be in the form specified by the
Committee and shall be deemed to have been duly given when received by the
Participant or his designated personal representative or beneficiary or by the
Company or its designated representative, as the case may be.
17. Participation of Subsidiaries. The Employees of any Subsidiary
of the Company shall be entitled to participate in the Plan on the same basis
as Employees of the Company, unless the Board of Directors determines
otherwise. Effective as of the date of coverage of any Subsidiary, any
references herein to the "Company" shall be interpreted as referring to such
Subsidiary as well as to SHELDAHL, INC.
In the event that any Subsidiary which is covered under the Plan
ceases to be a Subsidiary of SHELDAHL, INC., the employees of such Subsidiary
shall be considered to have terminated their employment for purposes of
Paragraph 9 hereof as of the date such Subsidiary ceases to be such a
Subsidiary.
18. Definitions.
(a) "Subsidiary" shall include any corporation defined as a
subsidiary of the Company in Section 424(f) of the Internal Revenue
Code of 1986, as amended.
(b) "Employee" shall mean any employee, including an officer,
of the Company who as of the day immediately preceding the
Commencement Date of a Period is customarily employed by the Company
for more than twenty hours per week and more than five months in a
calendar year.
(c) Fair Market Value shall mean, if the common stock of the
Company is registered, the Fair Market Value of the shares shall be
the closing price of the stock on the applicable date or the nearest
prior business day on which trading occurred on the NASDAQ National
Market. If the common stock is not registered, the Fair Market Value
of shares of common stock of the Company shall be determined by the
Committee for each valuation date in a manner acceptable under
Section 423 of the Internal Revenue Code of 1986.
(d) "Pay" shall mean the regular or base salary or wages,
bonuses, overtime and shift premiums received by the Participant
during the Period, including salary reduction contributions by the
Participant under any plan of the Employer pursuant to Code '' 125 or
401(k).
19. Miscellaneous.
(a) No Employment Rights. The Plan shall not, directly or
indirectly, create any right for the benefit of any Employee or class
of Employees to purchase any shares under the Plan, or create in any
Employee or class of Employees any right with respect to continuation
of employment by the Company, and it shall not be deemed to interfere
in any way with the Company's right to terminate, or otherwise
modify, an Employee's employment at any time.
(b) Effect of Plan. The provisions of the Plan shall, in
accordance with its terms, be binding upon, and inure to the benefit
of, all successors of each Employee participating in the Plan,
including, without limitation, such Employee's estate and the
executors, administrators or trustees thereof, heirs and legatees,
and any receiver, trustee in bankruptcy, or representative of
creditors of such Employee.
(c) Governing Law. The law of the State of Minnesota will
govern all matters relating to this Plan except to the extent it is
superseded by the laws of the United States.
(d) Registration and Qualification of Shares. The offering
of the shares hereunder shall be subject to the effecting by the
Company of any registration or qualification of the shares under any
federal or state law or the obtaining of the consent or approval of
any governmental regulatory body which the Company shall determine,
in its sole discretion, is necessary or desirable as a condition to
or in connection with, the offering or the issue or purchase of the
shares covered thereby. The Company shall make every reasonable
effort to effect such registration or qualification or to obtain such
consent or approval.
(e) Plan Preconditions. The Plan is expressly made subject
to (i) the approval by shareholders of the Company, and (ii) at its
election, the receipt by the Company from the Internal Revenue
Service of a determination letter or ruling, in scope and content
satisfactory to counsel, respecting the qualification of the Plan
within the meaning of Section 423 of the Code. If the Plan is not so
approved by the shareholders and if, at the election of the Company,
the aforesaid determination letter or ruling from the Internal
Revenue Service is not received on or before one year after this
Plan's adoption by the Board of Directors, this Plan shall not come
into effect. In such case, the accumulated payroll deductions
credited to the account of each Participant shall forthwith be repaid
to him without interest.
Approved by Board of Directors: October 14, 1997.
Approved by Stockholders: January 14, 1998.
<PAGE>
EXHIBIT 5.1
November 19, 1997
Sheldahl, Inc.
1150 Sheldahl Road
Northfield, Minnesota 55057
Re: Opinion of Counsel as to Legality of 250,000 Shares of Common
Stock to be registered under the Securities Act of 1933
Ladies and Gentlemen:
This opinion is furnished in connection with the registration under
the Securities Act of 1933 on Form S-8 of 250,000 shares of Common Stock,
$0.25 par value, of Sheldahl, Inc. (the "Company") offered pursuant to the
Sheldahl, Inc. Employee Stock Purchase Plan (the "Plan").
We advise you that it is our opinion, based on our familiarity with
the affairs of the Company and upon our examination of pertinent documents,
that the 250,000 shares of Common Stock to be issued by the Company under the
Plan, will, when paid for and issued, be validly issued and lawfully
outstanding, fully paid and nonassessable shares of Common Stock of the
Company.
The undersigned hereby consent to the filing of this opinion with the
Securities and Exchange Commission as an Exhibit to the Registration Statement
with respect to said shares of Common Stock under the Securities Act of 1933.
Very truly yours,
LINDQUIST & VENNUM P.L.L.P.
/s/ Lindquist & Vennum P.L.L.P.
<PAGE>
EXHIBIT 23.2
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation of
our report and to all references to our firm included in or made a part of
this registration statement.
/s/ Arthur Andersen LLP
ARTHUR ANDERSEN LLP
Minneapolis, Minnesota
November 19, 1997
<PAGE>
