Registration No. 33-________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1993
SHOPSMITH, INC.
(Exact name of registrant as specified in its charter)
Ohio 31-0811466
(State of Incorporation) (I.R.S. Employer Identification No.)
SHOPSMITH, INC.
6530 Poe Avenue
Dayton, Ohio 45414
(513) 898-6070
(Name, address, including zip code, and telephone number,
including area code, of registrant's principal executive offices)
1995 STOCK OPTION PLAN
(Full title of plan)
J. Michael Herr
Thompson, Hine and Flory
P.O. Box 8801
2000 Courthouse Plaza N.E.
Dayton, Ohio 45401
(513) 443-6615
(Name, address, including zip code, and telephone 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 per offering registration
registered registered share price fee
Common Shares 162,000 $ 1.91 $309,420 $106.70
Common Shares 40,000 $ 2.10 $ 84,000 $ 28.97
Common Shares 48,000 $ 2.19(1) $105,120(1) $ 36.25
(1) Estimated solely for the purpose of calculating the registration fee
in accordance with Rule 457(h), based upon the reported average of
the bid and asked price of a Common Share on November 27, 1995.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed with the Securities and
Exchange Commission are incorporated herein by reference as of
their respective dates of filing:
(a) The Annual Report of Shopsmith, Inc. (the
"Company") on Form 10-K for the year ended April 1, 1995,
filed pursuant to Section 13 of the Securities Exchange Act
of 1934 (the "Exchange Act").
(b) The Company's Quarterly Reports on Form 10-Q for
the quarters ended July 1, 1995 and September 30, 1995,
filed pursuant to Section 13 of the Exchange Act.
(c) All other reports filed pursuant to Section 13(a)
or 15(d) of the Exchange Act since April 1, 1995.
(d) The description of the Company's Common Shares
contained in the Registration Statement filed pursuant to
Section 12 of the Exchange Act, 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 Exchange
Act prior to the filing of a post-effective amendment which
indicates that all Common Shares offered hereunder have been sold
or which deregisters all Common Shares then remaining unsold
hereunder shall be deemed to be incorporated by reference herein
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.
Thompson, Hine and Flory has provided a legal opinion
to the Company with respect to the Common Shares of the Company
being registered. J. Michael Herr, a partner in the firm of
Thompson, Hine and Flory, is a director and Secretary of the
Company.
Item 6. Indemnification of Directors and Officers.
Section 5 of Article III of the Company's Amended Code
of Regulations (the "Regulations") set forth the circumstances
under which the Company is required to indemnify its directors
and officers. These provisions are based on Section 1701.13 of
the General Corporation Law of Ohio ("Section 1701.13"), which
provides that an Ohio corporation shall have the power to
indemnify its directors and officers.
<PAGE>
The Regulations and Section 1701.13 distinguish between
(a) actions, suits or proceedings other than those brought (or
threatened to be brought) by or in the right of the Company
(referred to herein as "third party actions"), and (b) actions,
suits or proceedings brought (or threatened to be brought) by or
in the right of the Company (referred to herein as "derivative
actions"). In third party actions, Section 1701.13 permits, and
the Regulations require, the Company to indemnify a director or
officer against expenses, including attorneys' fees, judgments,
fines, and amounts paid in settlement, actually and reasonably
incurred by him in connection with any such action in which he
may be involved by reason of his having acted in such capacity,
if he acted in good faith and in a manner he reasonably believed
to be in or not opposed to the best interests of the Company,
and, with respect to any matter which is the subject of a
criminal proceeding, he had no reasonable cause to believe that
his conduct was unlawful.
In the case of derivative actions, Section 1701.13
permits, and the Regulations require, the Company to indemnify a
director or officer against expenses, including attorneys' fees,
actually and reasonably incurred by him in connection with the
defense or settlement of such action, if he acted in good faith
and in a manner he reasonably believed to be in or not opposed to
the best interests of the Company, except that no indemnification
may be made with respect to any matter as to which he has been
adjudged to be liable for negligence or misconduct in the
performance of his duty to the Company unless a court determines
that he is entitled to indemnification.
Unless indemnification in respect of a third party
action or derivative action is ordered by a court, the
determination as to whether or not an individual has satisfied
the applicable standard of conduct (and therefore may be
indemnified) must be made by the board of directors by a majority
vote of a quorum consisting of directors of the Company who were
not parties to the action; or if such a quorum is not obtainable,
or if a quorum of disinterested directors so directs, by
independent legal counsel in a written opinion; or by the
shareholders.
To the extent that a director or officer is successful
on the merits or otherwise in defense of any third party action
or derivative action, Section 1701.13 of the Regulations require
the Company to indemnify such director or officer against
expenses, including attorneys' fees, actually and reasonably
incurred in connection with the action, suit or proceeding
without consideration of the applicable standards of conduct.
The Regulations and Section 1701.13 expressly provide
that they are not exclusive and that they do not limit any other
indemnification rights to which those seeking indemnification may
be entitled.
The Company maintains insurance policies which
presently provide protection, within the maximum liability limits
<PAGE>
of the policies and subject to a deductible amount for each
claim, to the Company under its indemnification obligations and
to the directors and officers with respect to certain matters
which are not covered by the Company's indemnification
obligations.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
See Index to Exhibits following signature pages.
Item 9. Undertakings.
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or
sales are being made of the securities registered hereby, a post-
effective amendment to this registration statement:
(i) To include any prospectus required by Section
10(a)(3) of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or
events arising after the effective date of the
registration statement (or the most recent post-
effective amendment thereof), which, individually or in
the aggregate, represent a fundamental change in the
information set forth in this 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 the undertakings set forth in paragraphs
(i) and (ii) above do not apply if the information required to be
included in a post-effective amendment by those paragraphs is
contained in periodic reports filed by the registrant pursuant to
Section 13 or Section 15(d) of the Securities Exchange Act of
1934 that are incorporated by reference in this registration
statement.
(2) That, for the purpose of determining any
liability under the Securities Act of 1933, each such post-
effective amendment shall be deemed to be a new registration
statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.
(3) To remove from registration by means of a
post-effective amendment any of the securities being registered
which remain unsold at the termination of the offering.
<PAGE>
(b) The undersigned registrant hereby further
undertakes that, for purposes of determining any liability under
the Securities Act of 1933, each filing of the registrant's
annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 that is incorporated by reference
in this registration statement shall be deemed to be a new
registration statement relating to the securities offered
therein, and the offering of such securities at that time shall
be deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising
under the Securities Act of 1933 may be permitted to directors,
officers and controlling persons of the registrant pursuant to
the foregoing provisions, or otherwise, the registrant has been
advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities
(other than the payment by the registrant of expenses incurred or
paid by a director, officer or controlling person of the
registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the
registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in
the Act and will be governed by the final adjudication of such
issue.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act 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 Dayton, State of Ohio, on this 29th day of November,
1995.
SHOPSMITH, INC.
By /s/John R. Folkerth
John R. Folkerth
Chairman of the Board, President
and Chief Executive Officer
Pursuant to the requirements of the Securities act of
1933, this Registration Statement has been signed by the
following persons in the capacities and on the dates indicated:
_________________________________________________________________
Name Title Date
_________________________________________________________________
/s/John R. Folkerth Chairman of the Board, November 29, 1995
John R. Folkerth President and Chief
Executive Officer
(principal executive
officer)
/s/William C. Becker Vice President of November 29, 1995
William C. Becker Finance, Treasurer
and Chief Financial
Officer (principal
financial and accounting
officer)
/s/Robert L. Folkerth* Director November 29, 1995
Robert L. Folkerth
/s/J. Michael Herr * Director November 29, 1995
J. Michael Herr
/s/Edward A. Nicholson* Director November 29, 1995
Edward A. Nicholson
<PAGE>
/s/John L. Schaefer * Director November 29, 1995
John L. Schaefer
/s/Brady L. Skinner * Director November 29, 1995
Brady L. Skinner
/s/Richard L. Snell * Director November 29, 1995
Richard L. Snell
____________________________
* The undersigned, by signing his name hereto, executes this
Registration Statement on Form S-8 pursuant to powers of
attorney executed by the above-named persons which are included
as exhibits to this Registration Statement.
/s/William C. Becker
William C. Becker
Attorney-in-Fact
HSL2557.CMS
<PAGE>
INDEX TO EXHIBITS
(4) INSTRUMENTS DEFINING THE RIGHTS OF SECURITY
HOLDERS, INCLUDING INDENTURES:
4.1 *Amended Articles of Incorporation
of Shopsmith, Inc., filed as
Exhibit 4.1 to the Company's
Registration Statement on Form
S-8 (Reg. No. 33-26463)
4.2 *Amended Code of Regulations of
Shopsmith, Inc., filed as Exhibit
4.2 to the Company's Registration
Statement on Form S-8 (Registration
No. 33-26463)
4.3 Shopsmith, Inc. 1995 Stock Option Plan
(5) OPINION RE LEGALITY:
5.1 Opinion of Thompson, Hine and Flory
(23) CONSENTS OF EXPERTS AND COUNSEL:
23.1 Consent of Coopers & Lybrand
23.2 Consent of Crowe, Chizek and Company
23.3 Consent of Thompson, Hine and Flory
(included in their opinion filed as
Exhibit 5.1)
(24) POWERS OF ATTORNEYS:
24.1 Manually-signed Powers of Attorney of
certain persons authorizing execution
of this Registration Statement and
amendments hereto on behalf of such
persons by the attorney-in-fact named
therein
___________________________
* Indicates that exhibit is incorporated by reference from a
previous filing with the Securities and Exchange Commission.
<PAGE>
EXHIBIT 4.3
SHOPSMITH, INC. 1995 STOCK OPTION PLAN
<PAGE>
SHOPSMITH, INC.
1995 STOCK OPTION PLAN
Section 1. Purposes.
The purposes of the 1995 Stock Option Plan (the "Plan")
are (i) to provide incentives to officers and other key employees
of the Company upon whose judgment, initiative and efforts the
long-term growth and success of the Company are largely
dependent; (ii) to assist the Company in attracting and retaining
key employees of proven ability; and (iii) to increase the
identity of interests of such key employees with those of the
Company's shareholders by providing such employees options to
acquire Shares of the Company and Stock Appreciation Rights.
Section 2. Definitions.
(a) "Acquisition Transaction" means (i) the merger or
consolidation of the Company into or with another
corporation, if the Company will not be the surviving
corporation or will become a subsidiary of another
corporation, (ii) the sale of all or substantially all of
the assets of the Company, or (iii) the liquidation of the
Company.
(b) "Affiliate" means a person, corporation or other
entity controlling, controlled by or under common control
with the Company.
(c) "Board" means the Board of Directors of the
Company.
(d) "Code" means the Internal Revenue Code of 1986, as
amended.
(e) "Committee" means the Committee referred to in
Section 4.
(f) "Company" means Shopsmith, Inc.; when used in the
Plan with reference to employment, "Company" shall include
any Subsidiary of the Company.
(g) "Exchange Act" means the Securities Exchange Act
of 1934, as amended.
(h) "Fair Market Value" means the fair market value of
a Share as determined by the Committee, based on quoted
market prices (if any).
<PAGE>
(i) "Incentive Stock Option" means an option granted
under the Plan or any other plan of the Company which
qualifies as an incentive stock option under Section 422 of
the Code.
(j) "Nonstatutory Option" means an option granted
under the Plan which by its term does not qualify as an
Incentive Stock Option.
(k) "Qualified Domestic Relations Order" means a
qualified domestic relations order as defined in the
Internal Revenue Code of 1986, as amended, or Title I of the
Employee Retirement Income Security Act, or the rules
thereunder.
(l) "Share" or "Shares" means the Common Shares,
without par value, of the Company.
(m) "Stock Appreciation Right" means the right defined
in Section 10.
(n) "Subsidiary" means any company more than 50% of
the voting stock of which is owned or controlled, directly
or indirectly, by the Company.
(o) "Tax Date" means the date as of which the amount
of a withholding tax payment with respect to the exercise of
an option is calculated.
Section 3. Shares Subject to the Plan.
The maximum number of Shares that may be issued under the
Plan is 250,000, subject to the adjustment provided in
Section 12. Such Shares may be either authorized and unissued or
treasury Shares. Any Shares subject to an option which for any
reason has terminated or expired or has been cancelled prior to
being fully exercised may again be subject to option under the
Plan. Shares covered by an option as to which option rights have
terminated by reason of the exercise of a Stock Appreciation
Right, and Shares which have been surrendered to, or withheld by,
the Company to satisfy all or a portion of the option price or a
tax withholding obligation, shall not be available for the grant
of options under the Plan.
Section 4. Administration.
The Plan shall be administered by a Committee of the Board,
which shall be comprised of not less than three persons who
qualify as "disinterested persons" within the meaning of Rule
16b-3 (or any successor provision) adopted under the Exchange
Act.
<PAGE>
The Committee shall have and exercise all the power and
authority granted to it under the Plan. Subject to the
provisions of the Plan, the Committee shall in its sole
discretion determine the persons [from the class described in
Subsection 5(a)] to whom, and the times at which, options shall
be granted; whether and to what extent any option which is
granted shall be accompanied by Stock Appreciation Rights; the
number of Shares to be subject to each option and each Stock
Appreciation Right; the option price per Share; and the duration
and other terms of each option. The Committee shall also
interpret the Plan, prescribe, amend and rescind rules and
regulations relating to the Plan, and make all other
determinations necessary or advisable for the administration of
the Plan, and such determinations shall be conclusive. A
majority of the Committee shall constitute a quorum, and the acts
of a majority of the members present at a meeting at which a
quorum is present, or acts reduced to or approved in writing by
all members of the Committee, shall be acts of the Committee.
Section 5. Eligibility.
(a) Grant of Options. The Committee may grant one or
more Incentive Stock Options or Nonstatutory Options to any
officer or other key employee of the Company.
(b) Grant of Stock Appreciation Rights. Any option or
portion thereof granted under the Plan may include a Stock
Appreciation Right. Such right may be granted at the time
the option is granted, or it may be granted in respect of an
outstanding option at any time prior to its exercise,
cancellation, termination or expiration.
Section 6. Options and Option Terms.
(a) Option Agreement. The terms of each option
granted under the Plan, including designation as either an
Incentive Stock Option or a Nonstatutory Option, shall be
set forth in a written stock option agreement approved by
the Committee.
(b) Terms of All Options. The following terms and
provisions shall apply to all options granted under the
Plan:
(1) No option may be granted under the Plan at a
purchase price per Share (the "Option Price") which is
less than the Fair Market Value of a Share on the date
the option is granted.
(2) No option may be exercised more than ten
years after the date of grant of the option.
<PAGE>
(3) At the time an option is granted, the
Committee may provide that the option may be exercised
in full or in part only after the passage of a
specified period or periods of time following the date
of grant or only if specified conditions have been
satisfied.
(4) Except as provided in Subsections 6(b)(5) and
6(b)(6), an option may be exercised only if the
optionee has been continuously employed by the Company
since the date of grant of the option. Whether
authorized leave of absence or absence for military or
governmental service shall constitute a termination of
employment shall be determined by the Committee.
(5) At the time an option is granted, or at such
other time as the Committee may determine, the
Committee may provide that, if the holder of the option
ceases to be employed by the Company for any reason
(including retirement or disability) other than death,
the option will continue to be exercisable by the
holder for such additional period (not to exceed the
remaining term of such option) after such termination
of employment as the Committee may provide.
(6) At the time an option is granted, or at such
other time as the Committee may determine, the
Committee may provide that, if the holder of the option
dies while employed by the Company or while entitled to
the benefits of any additional exercise period
established by the Committee with respect to such
option in accordance with Section 6(b)(5), then the
option will continue to be exercisable (to the extent
it was exercisable on the date of death) by the person
or persons (including the holder's estate) to whom the
holder's rights with respect to such option have passed
by will or by the laws of descent and distribution or,
if permitted by Section 11, the holder's designated
beneficiary, for such additional period after death
(not to exceed the remaining term of such option) as
the Committee may provide.
(7) In the event any Acquisition Transaction is
authorized or approved by either the Board or the
shareholders of the Company, the Committee shall have
the authority in its sole discretion to cancel,
effective upon not less than 30 days' notice, any
option granted under the Plan. Promptly after such
cancellation, the Company shall pay in cash to the
holder of each cancelled option an amount equal to the
excess of the aggregate Fair Market Value on the
effective date of such cancellation of the Shares then
<PAGE>
subject to the option (whether or not the option is
then fully exercisable) over the aggregate Option Price
of such Shares.
(8) At the time an option is granted, the
Committee may provide for any restrictions or
limitations on the exercise of the option and/or on the
transferability of the Shares issuable upon the
exercise of such option, or specify other terms,
conditions and restrictions in addition to those set
forth herein, as it may deem appropriate.
(9) Subject to the ten-year limitation set forth
in Section 6(b)(2), the Committee may waive or modify
at any time, either before or after the granting of an
option, any condition, limitation or restriction with
respect to the exercise of such option imposed by or
pursuant to this Section 6 or in Section 7 in such
circumstances as the Committee may, in its discretion,
deem appropriate; provided, however, that any such
waiver or modification with respect to an outstanding
option shall be subject to the same limitations
applicable to amendments to outstanding options, as set
forth in Section 6(b)(10).
(10) Subject to the terms and provisions of the
Plan, the Committee may amend any outstanding option;
provided, however, that (i) no such amendment may
reduce the Option Price of the option (except to set
forth an adjustment in the Option Price made pursuant
to Section 12) or extend the maximum term during which
the option, if fully vested, may be exercised, and (ii)
if the amendment would adversely affect the rights of
the holder of the option, the consent of such holder to
such amendment must be obtained.
Section 7. Additional Provisions Applicable to Incentive Stock
Options.
(a) The following additional terms and provisions shall
apply to all Incentive Stock Options granted under the Plan,
notwithstanding any provision of Section 6(b) to the
contrary:
(1) No Incentive Stock Option shall be granted to
an officer or other employee who possesses directly or
indirectly (as provided in Section 425(d) of the Code)
at the time of grant more than 10% of the voting power
of all classes of capital shares of the Company, any
Subsidiary or any parent of the Company unless (i) the
Option Price is at least 110% of the Fair Market Value
of the Shares subject to the Incentive Stock Option on
<PAGE>
the date the Incentive Stock Option is granted, and
(ii) the Incentive Stock Option is not exercisable
after the expiration of five years from the date of
grant.
(2) The aggregate Fair Market Value (determined
as of the time an Incentive Stock Option is granted) of
Shares with respect to which Incentive Stock Options
are exercisable for the first time by any individual in
any calendar year shall not exceed $100,000, or such
other maximum amount permitted by the Code.
(3) No Incentive Stock Option may be granted
after February 2, 2005.
(b) The Committee may grant Incentive Stock Options
from time to time to employees of the Company who formerly
were employed by a corporation with which the Company or a
subsidiary entered into a transaction described in Section
424(a) of the Code in substitution for Incentive Stock
Options held by such persons. Any Incentive Stock Options
so granted shall be on such terms and conditions as may be
necessary for the grant to be treated as a substitution
under Section 424(a) of the Code. To the extent
contemplated by Section 424(a) of the Code, any Incentive
Stock Options so granted need not comply with the
restrictions set forth in Section 6(b)(1) and 7(a)(1) above.
Section 8. Procedure for Exercise of Options; Payment.
An option granted under the Plan may be exercised in
full or in part (but for full Shares only) by the optionee (or
other person specifically permitted under this Plan and the
option to exercise the option) giving written notice of exercise
to the Committee or to an officer of the Company designated by
the Committee. The Option Price for the Shares purchased shall
be paid in full at the time such notice is given. An option
shall be deemed exercised on the date the Committee receives
written notice of exercise, together with full payment for the
Shares purchased. The Option Price shall be paid to the Company
either (i) in cash, (ii) by delivery to the Company of Shares
already-owned by the optionee, (iii) by the retention by the
Company of Shares to be issued upon the exercise of such option,
or (iv) any combination of cash, already-owned Shares and/or
retained Shares. The Committee may, however, at any time and in
its discretion, adopt guidelines limiting or restricting the use
of already-owned Shares and retained Shares to pay all or any
portion of the Option Price. To the extent that payment is being
made by retention by the Company of Shares to be issued, payment
shall be deemed to have been made at the time the option holder
gives written instructions to the Company to so retain Shares.
In the event already-owned Shares or retained Shares are used to
<PAGE>
pay all or a portion of the Option Price, the amount credited for
payment shall be the Fair Market Value of the already-owned
Shares or retained Shares on the date the option is exercised.
Section 9. Tax Withholding.
With the approval of the Committee, the holder of an
option may elect to have the Company retain from the Shares to be
issued upon the exercise of such option a number of Shares, or
may deliver to the Company a number of other Shares, having a
Fair Market Value on the Tax Date equal to all or any part of the
federal, state and local withholding tax payments (whether
mandatory or permissive) to be made on behalf of the holder with
respect to the exercise of the option (up to a maximum amount
determined by the holder's top marginal tax rate) in lieu of
making such payments in cash. The Committee may establish from
time to time rules or limitations with respect to the exercise of
the rights described in this paragraph; provided, however, that,
in any event, any such election made by a person subject to
Section 16 of the Exchange Act must be made in accordance with
any applicable rules established thereunder.
Section 10. Stock Appreciation Rights.
(a) Definition. "Stock Appreciation Right" means the
right of an optionee to surrender his right to purchase all
or any portion of the Shares which he is then eligible to
purchase under his option (such Shares being herein referred
to as "Unpurchased Shares") and to receive from the Company,
without payment to the Company, cash equal to the excess of
the Fair Market Value of the Unpurchased Shares on the date
the optionee exercises his option for this purpose over the
aggregate Option Price of the Unpurchased Shares. An
exercise of a Stock Appreciation Right is void and of no
effect if such exercise does not comply with the
restrictions set forth in Subsection 10(b).
(b) Restrictions on Exercise. Subject to the further
limitations hereinafter set forth, a Stock Appreciation
Right shall be exercisable only at such times as the related
option is exercisable (and to the extent that the related
option is then exercisable) and only at such times that the
Fair Market Value of a Share exceeds the Option Price under
the related option. Provided the conditions in the
preceding sentence are satisfied and unless otherwise
determined by the Committee, an optionee may elect to
exercise his Stock Appreciation Right (or any portion
thereof) only during the period beginning on the third
business day following the date the Company releases for
publication its latest quarterly or latest annual summary of
its sales and earnings and ending on the twelfth business
day following such date; provided, however, that, unless
<PAGE>
otherwise determined by the Committee, any such exercise
shall be valid only if the Committee consents in writing to
the exercise of the right within 45 days after the
optionee's exercise. In the event the Committee does
consent, the right shall be deemed to have been validly
exercised as of the date the optionee exercised his right.
The Committee shall be deemed to have disapproved of any
exercise of the right if it does not grant any required
consent thereto within 45 days after the exercise by the
optionee. In the event the Committee does not grant any
required consent to an exercise of a Stock Appreciation
Right, the purported exercise shall be void and of no
effect.
(c) Cancellation. The right of an optionee to
exercise a Stock Appreciation Right shall be cancelled if
and to the extent the related option is exercised. The
right of an optionee to exercise an option shall be
cancelled if and to the extent that Shares covered by such
option are used to calculate cash received upon the exercise
of a related Stock Appreciation Right.
(d) Procedure for Exercise. An optionee shall
exercise a Stock Appreciation Right by giving written notice
of such exercise, specifying the number of Shares as to
which the right is exercised, to the Committee or to an
officer of the Company designated by the Committee.
Provided the exercise is valid and in accordance with the
terms of the Plan, the Company shall, promptly after the
Committee consents to such exercise in writing, deliver or
pay to the optionee the cash to which he is entitled.
Section 11. Non-Transferability.
Options and Stock Appreciation Rights may not be sold,
pledged, assigned, hypothecated, or transferred other than by
will or the laws of descent and distribution. Nonstatutory
Options and related Stock Appreciation Rights may also be
transferred pursuant to a Qualified Domestic Relations Order.
Options and Stock Appreciation Rights may be exercised during the
lifetime of the optionee only by such optionee or by his legal
representative or, in the case of Nonstatutory Options and
related Stock Appreciation Rights, the transferee under a
Qualified Domestic Relations Order.
Section 12. Adjustments Upon Changes in Capitalization.
In the event of a change in outstanding Shares by
reason of a Share dividend, recapitalization, merger,
consolidation, split-up, combination or exchange of shares, or
the like, the maximum number of Shares subject to option during
the existence of the Plan, the number of Shares subject to each
<PAGE>
outstanding option and any related Stock Appreciation Right, and
the Option Price of each outstanding option shall be
appropriately adjusted by the Committee, whose determination in
each case shall be conclusive.
Section 13. Conditions Upon Granting of Options and Stock
Appreciation Rights and Issuance of Shares.
No option or Stock Appreciation Right shall be granted
and Shares shall not be issued upon the exercise of an option
unless the grant of options or the Stock Appreciation Right, the
exercise of such option or Stock Appreciation Right, and the
issuance and delivery of Shares or cash pursuant thereto shall
comply with all relevant provisions of state and federal law,
including, without limitation, the Securities Act of 1933, as
amended, the Exchange Act, the rules and regulations promulgated
thereunder, and the requirements of any stock exchange or trading
system upon which the Shares may then be listed or traded.
Section 14. Amendment and Termination of Plan.
(a) Amendment. The Board may from time to time amend
the Plan, or any provision thereof, in such respects as the
Board may deem advisable except that, other than with the
approval of the shareholders of the Company:
(1) the maximum number of Shares that may be
optioned under the Plan cannot be increased except in
accordance with Section 12;
(2) the class of employees eligible for the grant
of options may not be changed;
(3) no option may be granted under the Plan at an
Option Price which is less than the Fair Market Value
of a Share on the date the option is granted; and
(4) no option may be granted that is exercisable
more than ten years after the date of grant of the
option.
(b) Termination. The Board may at any time terminate
the Plan.
(c) Effect of Termination. Any termination of the
Plan shall not adversely affect any option or Stock
Appreciation Right previously granted and such option or
Stock Appreciation Right shall remain in full force and
effect as if the Plan had not been terminated.
<PAGE>
Section 15. Notices.
Each notice relating to the Plan shall be in writing and
delivered in person or by first class mail (which may, but need
not, be certified or registered mail) to the proper address.
Each notice shall be deemed to have been given on the date of
actual receipt. Each notice to the Company shall be addressed as
follows: Stock Option Committee, c/o Corporate Treasurer,
Shopsmith, Inc., 6530 Poe Avenue, Dayton, Ohio 45414-2591. Each
notice to a holder of an option or other person then entitled to
exercise an option shall be addressed to such holder or other
person at the holder's address shown on the records of the
Company. Anyone to whom a notice may be given under this Plan
may designate a new address by written notice to the other party
to that effect.
Section 16. Employment.
Neither the Plan nor the grant or award of any option
under the Plan shall confer upon any employee the right to
continued employment with the Company or affect in any way the
right of the Company to terminate the employment of an employee
at any time and for any reason.
Section 17. Savings Provisions.
With respect to persons subject to Section 16 of the
Exchange Act, transactions under the Plan are intended to comply
with all applicable conditions of Rules 16b-3 or any successor
rule promulgated under the Exchange Act. To the extent any
provision of the Plan or action by the Board or the Committee
fails to so comply, it shall be deemed null and void, to the
extent permitted by law and deemed advisable by the Board or the
Committee.
Section 18. Shareholder Approval.
The Plan shall become effective upon its approval by
the affirmative vote of the holders of a majority of the Shares.
Prior to the time such approval is obtained, the Committee may
grant Options under the Plan so long as (i) no such Option will
become exercisable prior to such shareholder approval, and (ii)
all such Options will terminate if such shareholder approval is
not obtained within one year after the date of the grant.
HSL352.TKW
<PAGE>
EXHIBIT 5.1
OPINION OF THOMPSON, HINE AND FLORY
<PAGE>
November 29, 1995
Shopsmith, Inc.
6530 Poe Avenue
Dayton, Ohio 45414
Gentlemen:
We have acted as counsel to Shopsmith, Inc., an Ohio
corporation ("Shopsmith"), in connection with the Shopsmith, Inc.
1995 Stock Option Plan (the "Plan") and the preparation of
Shopsmith's Registration Statement on Form S-8 being filed with
the Securities and Exchange Commission in connection therewith.
Please be advised that we have examined such
proceedings and records of Shopsmith, and have made investigation
of such other matters, as in our judgment permits us to render an
informed opinion on the matters set forth herein. Based upon the
foregoing, it is our opinion that:
(i) Shopsmith is a corporation duly organized, validly
existing and in good standing under the laws of the State of
Ohio, with full power to issue and sell its Common Shares
pursuant to the Plan; and
(ii) Common Shares of Shopsmith to be issued by
Shopsmith pursuant to the Plan have been duly authorized
and, when issued and paid for in accordance with the terms
of the Plan, will be legally issued, fully paid and non-
assessable.
We consent to the use of this opinion as an exhibit to
Shopsmith's Registration Statement on Form S-8 with respect to
the Plan and to the use of our firm name, and the statements made
with respect to us, appearing under Item 5 of Part II of such
Registration Statement.
Very truly yours,
THOMPSON, HINE AND FLORY
<PAGE>
EXHIBIT 23.1
CONSENT OF COOPERS & LYBRAND
<PAGE>
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in the registration statement
of Shopsmith, Inc. on Form S-8 of our report dated July 7, 1994, on our
audits of the consolidated financial statements and financial statement
schedule of Shopsmith, Inc. and Subsidiaries as of April 2, 1994 and for
the years ended April 2, 1994 and April 3, 1993 which report is included in
the Annual Report on Form 10-K for the year ended April 1, 1995.
/s/Coopers & Lybrand L.L.P.
Dayton, Ohio
November 29, 1995
<PAGE>
EXHIBIT 23.2
CONSENT OF CROWE, CHIZEK AND COMPANY
<PAGE>
INDEPENDENT AUDITOR'S CONSENT
We consent to the incorporation by reference in this Registration Statement
of Shopsmith, Inc. and Subsidiaries on Form S-8 of our report dated June 9,
1995, appearing in and incorporated by reference in the Annual Report on
Form 10-K of Shopsmith, Inc. and Subsidiaries for the year ended April 1,
1995.
/s/Crowe, Chizek and Company
Crowe, Chizek and Company
Columbus, Ohio
November 29, 1995
<PAGE>
EXHIBIT 24.1
POWERS OF ATTORNEY
<PAGE> 11-6-95
SHOPSMITH, INC.
POWER OF ATTORNEY
WHEREAS, Shopsmith, Inc., an Ohio corporation (the
"Company"), proposes to file with the Securities and Exchange
Commission a Registration Statement on Form S-8 under the
Securities Act of 1933 in connection with the Shopsmith, Inc.
1995 Stock Option Plan (the "Registration Statement");
NOW, THEREFORE, the undersigned, in the undersigned's
capacity as a director and officer of the Company, hereby
appoints William C. Becker lawful attorney-in-fact and agent,
with full power of substitution and resubstitution, to execute in
the undersigned's name, place and stead, as aforesaid, the
Registration Statement and any amendments to the Registration
Statement and any and all other instruments necessary or
incidental in connection therewith, and to file the same with the
Securities and Exchange Commission. Such attorney shall have
full power and authority to do and perform, in the name and on
behalf of the undersigned, every act whatsoever necessary or
desirable to be done, as fully to all intents and purposes as the
undersigned might or could do in person. The undersigned hereby
ratifies and approves the acts of such attorney.
IN WITNESS WHEREOF, the undersigned has executed this
instrument this 7th day of November, 1995.
/s/John R. Folkerth
JOHN R. FOLKERTH
<PAGE> 11-6-95
SHOPSMITH, INC.
POWER OF ATTORNEY
WHEREAS, Shopsmith, Inc., an Ohio corporation (the
"Company"), proposes to file with the Securities and Exchange
Commission a Registration Statement on Form S-8 under the
Securities Act of 1933 in connection with the Shopsmith, Inc.
1995 Stock Option Plan (the "Registration Statement");
NOW, THEREFORE, the undersigned, in the undersigned's
capacity as an officer of the Company, hereby appoints John R.
Folkerth lawful attorney-in-fact and agent, with full power of
substitution and resubstitution, to execute in the undersigned's
name, place and stead, as aforesaid, the Registration Statement
and any amendments to the Registration Statement and any and all
other instruments necessary or incidental in connection
therewith, and to file the same with the Securities and Exchange
Commission. Such attorney shall have full power and authority to
do and perform, in the name and on behalf of the undersigned,
every act whatsoever necessary or desirable to be done, as fully
to all intents and purposes as the undersigned might or could do
in person. The undersigned hereby ratifies and approves the acts
of such attorney.
IN WITNESS WHEREOF, the undersigned has executed this
instrument this 7th day of November, 1995.
/s/William C. Becker
WILLIAM C. BECKER
<PAGE>
11-6-95
SHOPSMITH, INC.
POWER OF ATTORNEY
WHEREAS, Shopsmith, Inc., an Ohio corporation (the
"Company"), proposes to file with the Securities and Exchange
Commission a Registration Statement on Form S-8 under the
Securities Act of 1933 in connection with the Shopsmith, Inc.
1995 Stock Option Plan (the "Registration Statement");
NOW, THEREFORE, the undersigned, in the undersigned's
capacity as a director of the Company, hereby appoints John R.
Folkerth and William C.Becker, and each of them severally, lawful
attorney-in-fact and agent, with full power of substitution and
resubstitution, to execute in the undersigned's name, place and
stead, as aforesaid, the Registration Statement and any
amendments to the Registration Statement and any and all other
instruments necessary or incidental in connection therewith, and
to file the same with the Securities and Exchange Commission.
Each of such attorneys shall have full power and authority to do
and perform, in the name and on behalf of the undersigned, every
act whatsoever necessary or desirable to be done, as fully to all
intents and purposes as the undersigned might or could do in
person. The undersigned hereby ratifies and approves the acts of
such attorneys and each of them.
IN WITNESS WHEREOF, the undersigned has executed this
instrument this 7th day of November, 1995.
/s/Robert L. Folkerth
Robert L. Folkerth
<PAGE>
11-6-95
SHOPSMITH, INC.
POWER OF ATTORNEY
WHEREAS, Shopsmith, Inc., an Ohio corporation (the
"Company"), proposes to file with the Securities and Exchange
Commission a Registration Statement on Form S-8 under the
Securities Act of 1933 in connection with the Shopsmith, Inc.
1995 Stock Option Plan (the "Registration Statement");
NOW, THEREFORE, the undersigned, in the undersigned's
capacity as a director of the Company, hereby appoints John R.
Folkerth and William C. Becker, and each of them severally,
lawful attorney-in-fact and agent, with full power of
substitution and resubstitution, to execute in the undersigned's
name, place and stead, as aforesaid, the Registration Statement
and any amendments to the Registration Statement and any and all
other instruments necessary or incidental in connection
therewith, and to file the same with the Securities and Exchange
Commission. Each of such attorneys shall have full power and
authority to do and perform, in the name and on behalf of the
undersigned, every act whatsoever necessary or desirable to be
done, as fully to all intents and purposes as the undersigned
might or could do in person. The undersigned hereby ratifies and
approves the acts of such attorneys and each of them.
IN WITNESS WHEREOF, the undersigned has executed this
instrument this 7th day of November, 1995.
/s/J. Michael Herr
J. Michael Herr
<PAGE>
11-6-95
SHOPSMITH, INC.
POWER OF ATTORNEY
WHEREAS, Shopsmith, Inc., an Ohio corporation (the
"Company"), proposes to file with the Securities and Exchange
Commission a Registration Statement on Form S-8 under the
Securities Act of 1933 in connection with the Shopsmith, Inc.
1995 Stock Option Plan (the "Registration Statement");
NOW, THEREFORE, the undersigned, in the undersigned's
capacity as a director of the Company, hereby appoints John R.
Folkerth and William C. Becker, and each of them severally,
lawful attorney-in-fact and agent, with full power of
substitution and resubstitution, to execute in the undersigned's
name, place and stead, as aforesaid, the Registration Statement
and any amendments to the Registration Statement and any and all
other instruments necessary or incidental in connection
therewith, and to file the same with the Securities and Exchange
Commission. Each of such attorneys shall have full power and
authority to do and perform, in the name and on behalf of the
undersigned, every act whatsoever necessary or desirable to be
done, as fully to all intents and purposes as the undesigned
might or could do in person. The undersigned hereby ratifies and
approves the acts of such attorneys and each of them.
IN WITNESS WHEREOF, the undersigned has executed this
instrument this 7th day of November, 1995.
/s/Edward A. Nicholson
Edward A. Nicholson
<PAGE>
11-6-95
SHOPSMITH, INC.
POWER OF ATTORNEY
WHEREAS, Shopsmith, Inc., an Ohio corporation (the
"Company"), proposes to file with the Securities and Exchange
Commission a Registration Statement on Form S-8 under the
Securities Act of 1933 in connection with the Shopsmith, Inc.
1995 Stock Option Plan (the "Registration Statement");
NOW, THEREFORE, the undersigned, in the undersigned's
capacity as a director of the Company, hereby appoints John R.
Folkerth and William C. Becker, and each of them severally,
lawful attorney-in-fact and agent, with full power or
substitution and resubstitution, to execute in the undersigned's
name, place and stead, as aforesaid, the Registration Statement
and any amendments to the Registration Statement and any and all
other instruments necessary or incidental in connection
therewith, and to file the same with the Securities and Exchange
Commission. Each of such attorneys shall have full power and
authority to do and perform, in the name and on behalf of the
undersigned, every act whatsoever necessary or desirable to be
done, as fully to all intents and purposes as the undersigned
might or could do in person. The undersigned hereby ratifies and
approves the acts of such attorneys and each of them.
IN WITNESS WHEREOF, the undersigned has executed this
instrument this 7th day of November, 1995.
/s/John L. Schaefer
John L. Schaefer
<PAGE>
11-6-95
SHOPSMITH, INC.
POWER OF ATTORNEY
WHEREAS, Shopsmith, Inc., an Ohio corporation (the
"Company"), proposes to file with the Securities and Exchange
Commission a Registration Statement on Form S-8 under the
Securities Act of 1933 in connection with the Shopsmith, Inc.
1995 Stock Option Plan (the "Registration Statement");
NOW, THEREFORE, the undersigned, in the undersigned's
capacity as a director of the Company, hereby appoints John R.
Folkerth and William C. Becker, and each of them severally,
lawful attorney-in-fact and agent, with full power of
substitution and resubstitution, to execute in the undersigned's
name, place and stead, as aforesaid, the Registration Statement
and any amendments to the Registration Statement and any and all
other instruments necessary or incidental in connection
therewith, and to file the same with the Securities and Exchange
Commission. Each of such attorneys shall have full power and
authority to do and perform, in the name and on behalf of the
undersigned, every act whatsoever necessary or desirable to be
done, as fully to all intents and purposes as the undersigned
might or could do in person. The undersigned hereby ratifies and
approves the acts of such attorneys and each of them.
IN WITNESS WHEREOF, the undersigned has executed this
instrument this 7th day of November, 1995.
Richard L. Snell
<PAGE>
11-6-95
SHOPSMITH, INC.
POWER OF ATTORNEY
WHEREAS, Shopsmith, Inc., an Ohio corporation (the
"Company"), proposes to file with the Securities and Exchange
Commission a Registration Statement on Form S-8 under the
Securities Act of 1933 in connection with the Shopsmith, Inc.
1995 Stock Option Plan (the "Registration Statement");
NOW, THEREFORE, the undersigned, in the undersigned's
capacity as a director of the Company, hereby appoints John R.
Folkerth and William C. Becker, and each of them severally,
lawful attorney-in-fact and agent, with full power of
substitution and resubstitution, to execute in the undersigned's
name, place and stead, as aforesaid, the Registration Statement
and any amendments to the Registration Statement and any and all
other instruments necessary or incidental in connection
therewith, and to file the same with the Securities and Exchange
Commission. Each of such attorneys shall have full power and
authority to do and perform, in the name and on behalf of the
undersigned, every act whatsoever necessary or desirable to be
done, as fully to all intents and purposes as the undersigned
might or could do in person. The undersigned hereby ratifies and
approves the acts of such attorneys and each of them.
IN WITNESS WHEREOF, the undersigned has executed this
instrument this 7th day of November, 1995.
/s/Brady L. Skinner
Brady L. Skinner
<PAGE>
HSL2557.CMS
11/27/95
