As filed with the Securities and Exchange Commission on April 21, 1997
Registration No. 333-
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
SI HANDLING SYSTEMS, INC.
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(Exact name of registrant as specified in its charter)
Pennsylvania 22-1643428
------------------------------- ------------------------------------
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
600 Kuebler Road
Easton, Pennsylvania 18040-9295
- ---------------------------------------- ----------
(Address of Principal Executive Offices) (Zip Code)
SI Handling Systems, Inc. 1992 Incentive Stock Option Plan and
SI Handling Systems, Inc. 1982 Incentive Stock Option Plan
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(Full title of the plans)
Leonard S. Yurkovic
President and Chief Executive Officer
SI Handling Systems, Inc.
600 Kuebler Road
Easton, Pennsylvania 18040-9295
---------------------------------------
(Name and address of agent for service)
(610) 252-7321
-------------------------------------------------------------
(Telephone number, including area code, of agent for service)
Copies to:
Donald A. Scott, Esquire
Morgan, Lewis & Bockius LLP
2000 One Logan Square
Philadelphia, Pennsylvania 19103-6993
(215) 963-5000
CALCULATION OF REGISTRATION FEE
- -------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Proposed Proposed
maximum maximum
Amount offering aggregate Amount of
Title of securities to be price per offering registration
to be registered (1) registered share (2) price fee
- -------------------- ------------- --------- ------------- ------------
<S> <C> <C> <C> <C>
Common Stock,
$1.00 par value 81,947 shares $18.25 $1,495,532.75 $453.19
- -------------------------------------------------------------------------------
<FN>
(1) This Registration Statement covers shares of Common Stock of the Company
that may be offered or sold pursuant to the SI Handling Systems, Inc. 1992
Incentive Stock Option Plan or the SI Handling Systems, Inc. 1982 Incentive
Stock Option Plan.
(2) Calculated pursuant to Rule 457(h) under the Securities Act of 1933,
based upon the average of the high and low sales prices of the Company's
Common Stock, as reported on the Nasdaq National Market tier of the Nasdaq
Stock Market, of $18.25 per share on April 18, 1997.
(3) Pursuant to Rule 416 under the Securities Act of 1933, this Registration
Statement also covers such additional shares as may hereinafter be offered
or issued to prevent dilution resulting from stock splits, stock dividends,
recapitalizations or certain other capital adjustments.
</FN>
</TABLE>
II-1
<PAGE>
PART II
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INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
--------------------------------------------------
Item 3. Incorporation of Documents by Reference.
----------------------------------------
The following documents filed by SI Handling Systems, Inc. (the
"Registrant") with the Securities and Exchange Commission pursuant to the
Securities Exchange Act of 1934 are incorporated in this registration statement
by reference:
1. The Registrant's Annual Report on Form 10-K for the fiscal year
ended March 3, 1996.
2. The Registrant's Quarterly Reports on Form 10-Q for the periods
ended June 2, 1996, September 1, 1996, and December 1, 1996.
3. The Registrant's Current Report on Form 8-K dated October 22,
1996.
4. The description of the Registrant's shares of Common Stock, $1.00
par value (the "Common Stock"), contained in the Registration Statement on Form
10, filed by the Company with the Securities and Exchange Commission to register
such securities under the Securities Exchange Act of 1934.
All documents filed by the Registrant pursuant to Section 13(a), 13(c),
14 and 15(d) of the Securities Exchange Act of 1934 after the date of this
registration statement and prior to the filing of a post-effective amendment to
this registration statement which indicates that all securities offered hereby
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. Any statement
contained in a document incorporated by reference herein shall be deemed to be
modified or superseded for purposes hereof to the extent that a statement
contained herein (or in any other subsequently filed document which also is
incorporated by reference herein) modifies or supersedes such statement. Any
statement so modified or superseded shall not be deemed to constitute a part
hereof except as so modified or superseded.
Experts
-------
The financial statements of the Registrant as of March 3, 1996 and for
each of the years in the three-year period ended March 3, 1996, included in the
Registrant's Annual Report on Form 10-K for the fiscal year ended March 3, 1996,
have been incorporated by reference in the registration statement in reliance
upon the report of KPMG Peat Marwick LLP, independent certified public
accountants, incorporated by reference herein, and upon the authority of said
firm as experts in accounting and auditing. To the extent that KPMG Peat Marwick
LLP audits and reports on financial statements of the Registrant issued at
future dates, and consents to the use of their report thereon, such financial
statements also will be incorporated by reference in the registration statement
in reliance upon their report and said authority.
Item 4. Description of Securities.
--------------------------
Not applicable.
II-1
<PAGE>
Item 5. Interests of Named Experts and Counsel.
---------------------------------------
Not applicable.
Item 6. Indemnification of Directors and Officers.
------------------------------------------
Sections 1741-1750 of the Pennsylvania Business Corporation Law of 1988
("BCL") provides the Company has the power to indemnify any person acting in his
or her capacity as a representative of the Company who was or is a party or is
threatened to be made a party to any action or proceeding against expenses,
judgments, penalties, fines and amounts paid in settlement in connection with
such action or proceeding subject to the conditions set forth therein.
As permitted by BCL Section 1746, the By-Laws of the Company provide
for indemnification of its officers and directors against liability and expenses
incurred in the defense of any action, suit or proceeding in which they, or any
of them, are a party by reason of being or having been directors or officers of
the Company, except where the act or failure to act giving rise to the claim for
indemnification is determined by a court to have constituted willful misconduct
or recklessness. The Company maintains directors and officers' liability
insurance to insure against certain liabilities incurred in their capacity as
such.
Item 7. Exemption from Registration Claimed.
------------------------------------
Not applicable.
Item 8. Exhibits.
---------
The following Exhibits are filed as part of this Registration
Statement:
5.1 Opinion of Morgan, Lewis & Bockius LLP
10.3 SI Handling Systems, Inc. 1982 Incentive Stock Option Plan
10.4 SI Handling Systems, Inc. 1992 Incentive Stock Option Plan
23.1 Consent of KPMG Peat Marwick LLP
23.2 Consent of Morgan, Lewis & Bockius LLP (contained in
Exhibit 5.1)
24.1 Power of Attorney (contained on signature page of this
Registration Statement)
Item 9. Undertakings.
-------------
(a) The undersigned Registrant hereby undertakes:
1. To file, during any period in which offers or sales are
being made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by Section
10(a)(3) of the Securities Act of 1933;
II-2
<PAGE>
(ii) To reflect in the prospectus any facts or
events arising after the effective date of the registration statement (or the
most recent post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth in the
registration statement;
(iii) To include any material information with
respect to the plan of distribution not previously disclosed in the registration
statement or any material change to such information in the registration
statement; provided, however, that paragraphs (a)(l)(i) and (a)(1)(ii) 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 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the registration statement.
2. That, for the purpose of determining any liability under
the Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
3. To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
(b) The undersigned Registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act of 1933, each
filing of the Registrant's annual report pursuant to Section 13(a) or 15(d) of
the Securities Exchange Act of 1934 that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions, or otherwise,
the Registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.
II-3
<PAGE>
SIGNATURES AND POWER OF ATTORNEY
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 Easton, Pennsylvania on April 21, 1997.
SI HANDLING SYSTEMS, INC.
By: /s/ Leonard S. Yurkovic
-------------------------------------
Leonard S. Yurkovic
President and Chief Executive Officer
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Leonard S. Yurkovic and Barry V. Mack,
his true and lawful attorneys-in-fact and agents, with full power of
substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities, to sign any and all amendments to this Registration
Statement, and to file the same, with the Securities and Exchange Commission,
granting unto said attorneys-in-fact and agents full power and authority to do
and perform each and every act and thing requisite and necessary 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
attorneys-in-fact and agents, or their substitute or substitutes, may lawfully
do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed below by the following persons in the
capacities and on the dates indicated.
Signature Title Date
--------- ----- ----
/s/ Leonard S. Yurkovic Director; April 21, 1997
- ---------------------------- Chief Executive Officer
Leonard S. Yurkovic
/s/ Edward J. Fahey Director; April 21, 1997
- ----------------------------- Chairman of the Board
Edward J. Fahey
/s/ Barry V. Mack Vice President - Finance April 21, 1997
- ----------------------------- (Principal Financial and
Barry V. Mack Accounting Officer)
/s/ Elmer D. Gates Director April 21, 1997
- -----------------------------
Elmer D. Gates
/s/ L. Jack Bradt Director April 21, 1997
- -----------------------------
L. Jack Bradt
/s/ Michael J. Gausling Director April 21, 1997
- ----------------------------
Michael J. Gausling
II-4
<PAGE>
SI HANDLING SYSTEMS, INC.
REGISTRATION STATEMENT ON FORM S-8
EXHIBIT INDEX
-------------
Exhibit No.
5.1 Opinion of Morgan, Lewis & Bockius LLP
10.3 SI Handling Systems, Inc. 1982 Incentive Stock Option Plan
10.4 SI Handling Systems, Inc. 1992 Incentive Stock Option Plan
23.1 Consent of KPMG Peat Marwick LLP
23.2 Consent of Morgan, Lewis & Bockius LLP (contained in
Exhibit 5.1)
24.1 Power of Attorney (contained on signature page of this
Registration Statement)
II-5
EXHIBIT 5.1
April 21, 1997
SI Handling Systems, Inc.
600 Kuebler Road
Easton, PA 18040-9295
Re: SI HANDLING SYSTEMS, INC.
REGISTRATION STATEMENT ON FORM S-8 RELATING TO (I)
THE SI HANDLING SYSTEMS, INC.
1992 INCENTIVE STOCK OPTION PLAN AND (II) THE SI HANDLING SYSTEMS, INC.
1982 INCENTIVE STOCK OPTION PLAN
Ladies and Gentlemen:
We have acted as counsel to SI Handling Systems, Inc., a Pennsylvania
corporation (the "Company"), in connection with the preparation of a
registration statement on Form S-8 (the "Registration Statement") to be filed
with the Securities and Exchange Commission under the Securities Act of 1933, as
amended (the "Act"), relating to 81,947 shares of the Company's common stock,
par value $1.00 per share (the "Common Stock"), issuable under (i) the SI
Handling Systems, Inc. 1992 Incentive Stock Option Plan and (ii) the SI Handling
Systems, Inc. 1982 Incentive Stock Option Plan (the "Plans"). We have examined
such certificates, records, statutes and other documents as we have deemed
relevant in rendering this opinion. As to matters of fact, we have relied on
representations of officers of the Company. In our examination, we have assumed
the genuineness of documents submitted to us as originals and the conformity
with the original of all documents submitted to us as copies thereof.
Based on the foregoing, it is our opinion that the shares of Common Stock
issuable under the Plans will be, when issued in accordance with the terms of
the Plans, validly issued, fully paid and nonassessable shares of Common Stock.
The opinion set forth above is limited to the Pennsylvania Business Corporation
Law of 1988.
We hereby consent to the use of this opinion as Exhibit 5.1 to the Registration
Statement. In giving such opinion, we do not thereby admit that we are acting
within the category of persons whose consent is required under Section 7 of the
Act or the rules or regulations of the Securities and Exchange Commission
thereunder.
Very truly yours,
/s/ Morgan, Lewis & Bockius LLP
Morgan, Lewis & Bockius LLP
EXHIBIT 10.3
SI HANDLING SYSTEMS, INC.
1982 INCENTIVE STOCK OPTION PLAN
SECTION 1. PURPOSE. The purpose of the 1982 Incentive Stock Option Plan
-------
(the "Plan") of SI Handling Systems, Inc. (the "Corporation") is to assist the
Corporation and its subsidiaries in attracting and retaining employees of
outstanding competence by providing an incentive which permits those employees
responsible for the Corporation's growth to share directly in that growth and to
further the identity of their interests with those of the stockholders of the
Corporation.
SECTION 2. ADMINISTRATION OF THE PLAN. The Plan shall be administered
---------------------------
by the Compensation Committee (the "Committee") appointed by the Board of
Directors (the "Board") of the Corporation and consisting of not less than three
of those members of the Board who are not, and have not been for at least one
year, eligible to participate in the Plan. The Board shall also appoint the
Chairman of the Committee.
The Committee shall have authority in its discretion, but subject to
the provisions of the Plan and the restrictions of the Internal Revenue Code,
and Regulations promulgated thereunder regarding incentive stock options, to (a)
determine the terms of all options granted under the Plan including, without
limitation: (i) the purchase price of the common stock covered by each option,
(ii) subject to the approval of the Board, the employees to whom, and the time
or times at which, options shall be granted, (iii) when an option can be
exercised and whether in whole or in installments, and (iv) the number of shares
covered by each option, and (b) to interpret the Plan and to make all other
determinations deemed necessary or advisable for the administration of the Plan.
The Committee's determination on the foregoing matters shall be conclusive. All
determinations of the Committee shall be made by not less than a majority of its
members. The Committee may designate the Secretary or any employee of the
Corporation to assist the Committee in the administration of the Plan.
SECTION 3. STOCK AVAILABLE. The stock subject to the Plan shall be
----------------
authorized but unissued or treasury shares of common stock of the Corporation.
The amount of such common stock which is hereby reserved for issuance and
authorized to be issued pursuant to the Plan is 93,750, reduced by the amount of
common stock from time to time issued and outstanding under the terms of SI
Handling Systems, Inc. 1981 Contingent Stock Plan. In no event shall the amount
of stock at any time available for issue under both the Plan and the 1981
Contingent Stock Plan exceed in the aggregate 93,750 shares. The total number of
such shares, however, shall be subject to adjustment in accordance with Section
11 of this Plan. Except as provided in Section 9 hereof, if any option granted
under this Plan shall expire, terminate or be cancelled, for any reason, without
having been exercised in full, the corresponding number of unpurchased shares
which were reserved for issuance upon exercise thereof shall again be available
for purpose of this Plan.
SECTION 4. TIME OF GRANTING OF OPTIONS. The effective date of the
------------------------------
granting of an option (the "Granting Date"), shall be the date specified by the
Committee in its determination or designation relating to the award of such
option, whereupon a written option agreement shall promptly be executed and
delivered by or on behalf of the Corporation and the grantee, provided that such
grant of an option shall expire if a written option agreement is not signed by
such grantee and returned to the Corporation within 30 days from the Granting
Date.
<PAGE>
SECTION 5. ELIGIBILITY. Options may be granted only to key employees
-----------
(which term shall be deemed to include officers but not directors who are not
employees) who on the Granting Date are in the employ of the Corporation or any
of its present and future subsidiary companies, as defined in Section 425 of the
Internal Revenue Code as the same shall be amended from time to time. Options
may be granted to eligible employees whether or not they hold or have held
options under the Plan or under previously adopted plans. However, no option may
be granted under this Plan to an otherwise eligible employee if, at the time the
option would have been granted for this provision, such employee owns stock of
the Corporation possessing more than ten percent (10%) of the total combined
voting power of all classes of stock of the Corporation or its subsidiaries
unless the price per share in such option is not less than one hundred ten
percent (110%) of the fair market value of the Corporation's common stock on the
Granting Date and, the provisions of Section 8(a) hereof notwithstanding, the
term thereof shall be no greater than five (5) years after the Granting Date.
SECTION 6. OPTION PRICES. The option price or prices per share to be
--------------
specified in each option agreement will be determined by the Committee, but
shall not be less than the fair market value of the Corporation's common stock
on the Granting Date, as determined by the Committee in accordance with Internal
Revenue Code provisions and regulations from time to time in effect with respect
to incentive stock options.
SECTION 7. LIMITATIONS ON AMOUNT OF OPTIONS GRANTED. The aggregate fair
----------------------------------------
market value (determined as of the Granting Date) of the stock for which any
eligible employee may be granted options in any calendar year (under this Plan
and all other incentive stock option plans of the Corporation or its
subsidiaries) shall not exceed $100,000.00, plus any unused limit carry-over to
such year as provided in Section 422A(c)(4) of the Internal Revenue Code as the
same shall be amended from time to time.
SECTION 8. TERMS OF OPTIONS.
----------------
a) Required Provisions. Each option granted under the Plan shall be
--------------------
nontransferable otherwise than by will or under the laws of descent and
distribution, may be exercised during the lifetime of the grantee only by him
and (except in the event of death or disability) may be exercised only after six
months from disability) may be exercised only after six months from the Granting
Date and (except in the event of death, disability or retirement) while the
optionee remains in the employ of the Corporation or a subsidiary. Each option
shall expire at the earliest of (i) ten years after the Granting Date, (ii)
three months after the retirement of the grantee, or (iii) one year after death
or disability of the grantee. Each option shall by its terms comply with the
specific requirement of Section 422A(b)(7) of the Internal Revenue Code (which
prevents the exercise of such incentive stock option while there are
"outstanding," within the meaning of Section 422A(c)(7) of the Internal Revenue
Code, certain other incentive options granted by the Corporation to such
employee).
b) Other Provisions. Each option agreement (and amendments thereof) may
----------------
contain such terms and provisions consistent with the requirements of this Plan,
as the Committee in its discretion shall determine including such terms and
provisions as shall be requisite to cause the options to qualify as "incentive"
stock options under Section 422A of the Internal Revenue Code of 1954, as
amended. Option agreements need not be identical.
SECTION 9. PURCHASES OF OPTIONS AND COMMON STOCK BY THE CORPORATION.
----------------------------------------------------------
With the approval of the Board, and in accordance with the recommendation of the
Committee, any option agreement may provide that the holder thereof shall have
the right after the expiration of six months following the Granting Date (except
that in the event of death or disability of the grantee this six month
limitation shall not apply), subject to the consent of the Committee given at
its discretion after the holder's exercise of such right, to require the
Corporation to purchase for cancellation all or a part of
<PAGE>
the option (to the extent specified in the option agreement and consented to by
the Committee) at a cash price or in common stock (or any combination of cash or
common stock as the Committee in its discretion shall determine) equal in value
to the excess of the fair market value of such share of common stock covered by
the option or portion thereof purchased (such fair market value to be determined
as of the date of such written notice) over the option price; provided, however,
that such purchase obligation shall always be subject to the condition that the
purchase shall not violate the terms of any agreement to which the Corporation
is or may hereafter become a party and shall be permitted by law. With similar
approval and authorization, the Corporation may purchase any option granted
under this Plan from any grantee who desires to sell the same at the appropriate
price specified above. Any election by a grantee of an option made pursuant to
this Section 9 shall be exercised only during the period beginning on the third
business day following the date of release for publication of quarterly or
annual summary statements of sales and earnings of the Corporation, and ending
on the twelfth business day following such date. Shares of common stock reserved
for issuance upon exercise of options so purchased and shares of stock so
purchased shall not again be available for the purposes of the Plan.
SECTION 10. MEDIUM OF PAYMENT. The option price specified in the Plan
-----------------
shall be payable either in United States dollars or, with the consent of the
Committee, with stock of the Corporation.
SECTION 11. ADJUSTMENTS UPON CHANGES IN CAPITALIZATION. Notwithstanding
------------------------------------------
any other provision of the Plan, the option agreements may contain such
provision as the Committee shall determine to be appropriate for the adjustment
of the number and class of shares subject to each outstanding option and the
option prices in the event of changes in the outstanding common stock of the
Corporation by reason of stock dividends, stock splits, recapitalization,
mergers, consolidations, combinations or exchanges of shares, split-ups,
split-offs, spin-offs, liquidations or other similar changes in capitalization,
or any distribution to common stockholders other than cash dividends, and in the
event of any such change in the outstanding common stock of the Corporation, the
aggregate number and class of shares available under the Plan and the maximum
number of shares as to which options may be granted to any individual shall be
appropriately adjusted by the Committee.
SECTION 12. TERMINATION AND AMENDMENT. The Plan shall terminate on, and
-------------------------
no option shall be granted thereunder after, June 16, 1992. The Board may also
terminate the Plan or make such modifications or amendments thereof as it shall
deem advisable, including such modifications or amendments as it shall deem
advisable in order to cause certain stock options to qualify as "incentive stock
options" under Section 422A of the Internal Revenue Code or to conform to any
change in any law or regulation applicable thereto; provided, however, that the
Board may not, without further approval by the holders of a majority of the
outstanding stock of the Corporation having general voting power: (a) increase
the maximum number of shares for which options may be granted under the Plan in
the aggregate, (b) change the provisions of the Plan regarding the option price
to be specified in each option agreement, (c) lengthen the period during which
options may be granted or remain outstanding, or (d) enlarge the requirements as
to the class of employees eligible to receive options. Nothing herein contained
shall, however, be deemed to prevent the Committee from authorizing amendments
of outstanding options including the reduction of the option prices (or the
granting of new options at lower prices upon cancellation of outstanding
options), so long as all options granted outstanding at any one time shall not
call for issuance of more shares of common stock than those provided for in
Section 3 and so long as the provisions of any amended option would have been
permissible under the Plan if such option had been originally granted as of the
date of such amendment. No termination, modification, or amendments of the Plan
may, without the consent of the employee, adversely affect the rights of such
employee under an option previously granted to him.
<PAGE>
SECTION 13. GOVERNMENT AND OTHER REGULATIONS AND RESTRICTIONS. The
----------------------------------------------------
obligation of the Corporation to issue common stock upon execution of an option
agreement shall be subject to all applicable laws, rules and regulations and to
such approvals by governmental agencies as may be required. Shares of common
stock acquired pursuant to the Plan shall not be sold, transferred or otherwise
disposed of unless and until either (a) such shares shall have been registered
by the Corporation under the Securities Act of 1933, as amended (the "Securities
Act"), (b) the Corporation shall have received either a "no action" letter from
the Securities and Exchange Commission or an opinion of counsel acceptable to
the Corporation to the effect that such sale, transfer or disposition of the
shares is made pursuant to Rule 144 of the General Rules and Regulations
promulgated under the Securities Act, as the same may from time to time be in
effect, and the Corporation shall have received an opinion of counsel acceptable
to the Corporation to such effect. In the event that at the time an option is
exercised there shall not be on file with the Securities and Exchange Commission
an effective Registration Statement under the Securities Act covering the shares
of common stock to be issued pursuant thereto the Corporation's obligation to
deliver the shares are subject to the further condition that the employee will
execute and deliver to the Corporation an undertaking in form and substance
satisfactory to the Corporation that (i) it is his intention to acquire and hold
such shares for investment and not for the resale or distribution thereof, (ii)
the shares will not be sold without registration or exemption from the
requirement of registration under the Securities Act, and (iii) he will
indemnify the Corporation for any costs, liabilities and expenses which it may
sustain by reason of any violation of the Securities Act, or any other law
regulating the sale or purchase of securities occasioned by any act on his part
with respect to such shares. The Corporation may require that any certificate or
certificates evidencing shares issued pursuant to the Plan bear a restrictive
legend intended to effect compliance with the Securities Act or any other
applicable regulatory measures, and stop transfer instructions may be given with
respect to the certificates representing the shares may be given to the transfer
agent.
SECTION 14. REGISTRATION OF SHARES. The Corporation may but shall be
----------------------
under no obligation to register any shares of common stock under the Securities
Act. However, an option agreement may make appropriate and reasonable provision
for the registration of common stock acquired thereunder. The Corporation, at
its election, may undertake to pay all fees and expenses of each such
registration, other than an underwriter's commission, if any.
SECTION 15. NO RIGHTS IN COMMON STOCK. No employee shall have any
--------------------------
interest in or be entitled to any voting rights or dividends or other rights or
privileges of stockholders of the Corporation with respect to any shares of
common stock unless, and until, shares of common stock are actually issued to
such employee following exercise of an option and then only from the date the
employee becomes the record owner thereof.
SECTION 16. SUCCESSORS. The provisions of the Plan shall be binding
----------
upon and inure to the benefit of all successors of any person receiving common
stock of the Corporation pursuant to the Plan, including, without limitation,
the estate of such person and the executors, administrators or trustees thereof,
the heirs and legatees of such person, and any receiver, trustee in bankruptcy
or representative of creditors of such person.
SECTION 17. CORPORATION'S RIGHT TO TERMINATE EMPLOYMENT. Nothing
-----------------------------------------------
contained in the Plan or in any Purchase Agreement shall confer upon any
employee a right to continue in the employ of the Corporation or any of its
subsidiaries or interfere in any way with the right of the Corporation or any of
its subsidiaries to terminate the employment of any employee at any time, with
or without cause.
SECTION 18. ACTION BY CORPORATION AND THE BOARD. Neither the adoption
------------------------------------
of the Plan by the shareholders nor the issuance of common stock pursuant
thereto shall impair the right of the Corporation, its stockholders or the Board
to make or effect any adjustments, recapitalizations or other change in the
common stock referred to in Section 11, any change in the Corporation's
business, any issuance of debt obligations or stock by the Corporation or any
grant of options on stock of the Corporation, or any other incentive
compensation arrangement.
<PAGE>
SECTION 19. RELIANCE ON REPORTS. Each member of the Board and of the
--------------------
Committee shall be fully justified in relying or acting in good faith upon any
reports or other information furnished in connection with the Plan by any person
or persons. In no event shall any person who is or shall have been a member of
the Board or of the Committee be liable for any determination made or other
action taken or any omission to act in reliance upon any such report or
information or for any action taken or failure to act, if in good faith.
SECTION 20. PRONOUNS. Masculine pronouns and other words of masculine
--------
gender shall refer to both men and women.
SECTION 21. EFFECTIVE DATE OF PLAN. The Plan shall become effective
----------------------
on the date the Plan is adopted by the stockholders of the Corporation, but not
sooner than June 16, 1982.
EXHIBIT 10.4
SI HANDLING SYSTEMS, INC.
1992 INCENTIVE STOCK OPTION PLAN
SECTION 1. PURPOSE. The purpose of the 1992 Incentive Stock Option Plan
-------
(the "Plan") of SI Handling Systems, Inc. (the "Corporation") is to assist the
Corporation and its subsidiaries in attracting and retaining employees of
outstanding competence by providing an incentive which permits those employees
responsible for the Corporation's growth to share directly in that growth and to
further the identity of their interests with those of the stockholders of the
Corporation.
SECTION 2. ADMINISTRATION OF THE PLAN. The Plan shall be administered
---------------------------
by the Compensation Committee (the "Committee") appointed by the Board of
Directors (the "Board") of the Corporation and consisting of not less than three
of those members of the Board who are not, and have not been for at least one
year, eligible to participate in the Plan. The Board shall also appoint the
Chairman of the Committee.
The Committee shall have authority in its discretion, but subject to
the provisions of the Plan and the restrictions of the Internal Revenue Code,
and Regulations promulgated thereunder regarding incentive stock options, to (a)
determine the terms of all options granted under the Plan including, without
limitation: (i) the purchase price of the common stock covered by each option,
(ii) subject to the approval of the Board, the employees to whom, and the time
or times at which, options shall be granted, (iii) when an option can be
exercised and whether in whole or in installments, and (iv) the number of shares
covered by each option, and (b) to interpret the Plan and to make all other
determinations deemed necessary or advisable for the administration of the Plan.
The Committee's determination on the foregoing matters shall be conclusive. All
determinations of the Committee shall be made by not less than a majority of its
members. The Committee may designate the Secretary or any employee of the
Corporation to assist the Committee in the administration of the Plan.
SECTION 3. STOCK AVAILABLE. The stock subject to the Plan shall be
----------------
authorized but unissued or treasury shares of common stock of the Corporation.
The amount of such common stock which is hereby reserved for issuance and
authorized to be issued pursuant to the Plan is 50,000. The total number of such
shares, however, shall be subject to adjustment in accordance with Section 11 of
this Plan. Except as provided in Section 9 hereof, if any option granted under
this Plan shall expire, terminate or be cancelled, for any reason, without
having been exercised in full, the corresponding number of unpurchased shares
which were reserved for issuance upon exercise thereof shall again be available
for purpose of this Plan.
SECTION 4. TIME OF GRANTING OF OPTIONS. The effective date of the
------------------------------
granting of an option (the "Granting Date"), shall be the date specified by the
Committee in its determination or designation relating to the award of such
option, whereupon a written option agreement shall promptly be executed and
delivered by or on behalf of the Corporation and the grantee, provided that such
grant of an option shall expire if a written option agreement is not signed by
such grantee and returned to the Corporation within 30 days from the Granting
Date.
SECTION 5. ELIGIBILITY. Options may be granted only to key employees
-----------
(which term shall be deemed to include officers but not directors who are not
employees) who on the Granting Date are in the employ of the Corporation or any
of its present and future subsidiary companies, as defined in Section 425 of the
Internal Revenue Code as the same shall be amended from time to
<PAGE>
time. Options may be granted to eligible employees whether or not they hold or
have held options under the Plan or under previously adopted plans. However, no
option may be granted under this Plan to an otherwise eligible employee if, at
the time the option would have been granted for this provision, such employee
owns stock of the Corporation possessing more than ten percent (10%) of the
total combined voting power of all classes of stock of the Corporation or its
subsidiaries unless the price per share in such option is not less than one
hundred ten percent (110%) of the fair market value of the Corporation's common
stock on the Granting Date and, the provisions of Section 8(a) hereof
notwithstanding, the term thereof shall be no greater than five (5) years after
the Granting Date.
SECTION 6. OPTION PRICES. The option price or prices per share to be
--------------
specified in each option agreement will be determined by the Committee, but
shall not be less than the fair market value of the Corporation's common stock
on the Granting Date, as determined by the Committee in accordance with Internal
Revenue Code provisions and regulations from time to time in effect with respect
to incentive stock options.
SECTION 7. LIMITATIONS ON AMOUNT OF OPTIONS GRANTED. The aggregate fair
----------------------------------------
market value (determined as of the Granting Date) of the stock for which any
eligible employee may be granted options in any calendar year (under this Plan
and all other incentive stock option plans of the Corporation or its
subsidiaries) shall not exceed $100,000.00, plus any unused limit carry-over to
such year as provided in Section 422A(c)(4) of the Internal Revenue Code as the
same shall be amended from time to time.
SECTION 8. TERMS OF OPTIONS.
----------------
a) Required Provisions. Each option granted under the Plan shall be
--------------------
nontransferable otherwise than by will or under the laws of descent and
distribution, may be exercised during the lifetime of the grantee only by him
and (except in the event of death or disability) may be exercised only after six
months from disability) may be exercised only after six months from the Granting
Date and (except in the event of death, disability or retirement) while the
optionee remains in the employ of the Corporation or a subsidiary. Each option
shall expire at the earliest of (i) ten years after the Granting Date, (ii)
three months after the retirement of the grantee, or (iii) one year after death
or disability of the grantee. Each option shall by its terms comply with the
specific requirement of Section 422A(b)(7) of the Internal Revenue Code (which
prevents the exercise of such incentive stock option while there are
"outstanding," within the meaning of Section 422A(c)(7) of the Internal Revenue
Code, certain other incentive options granted by the Corporation to such
employee).
b) Other Provisions. Each option agreement (and amendments thereof) may
----------------
contain such terms and provisions consistent with the requirements of this Plan,
as the Committee in its discretion shall determine including such terms and
provisions as shall be requisite to cause the options to qualify as "incentive"
stock options under Section 422A of the Internal Revenue Code of 1954, as
amended. Option agreements need not be identical.
SECTION 9. PURCHASES OF OPTIONS AND COMMON STOCK BY THE CORPORATION.
----------------------------------------------------------
With the approval of the Board, and in accordance with the recommendation of the
Committee, any option agreement may provide that the holder thereof shall have
the right after the expiration of six months following the Granting Date (except
that in the event of death or disability of the grantee this six month
limitation shall not apply), subject to the consent of the Committee given at
its discretion after the holder's exercise of such right, to require the
Corporation to purchase for cancellation all or a part of the option (to the
extent specified in the option agreement and consented to by the Committee) at a
cash price or in common stock (or any combination of cash or common stock as the
Committee in its discretion shall determine) equal in value to the excess of the
fair market value of such share
<PAGE>
of common stock covered by the option or portion thereof purchased (such fair
market value to be determined as of the date of such written notice) over the
option price; provided, however, that such purchase obligation shall always be
subject to the condition that the purchase shall not violate the terms of any
agreement to which the Corporation is or may hereafter become a party and shall
be permitted by law. With similar approval and authorization, the Corporation
may purchase any option granted under this Plan from any grantee who desires to
sell the same at the appropriate price specified above. Any election by a
grantee of an option made pursuant to this Section 9 shall be exercised only
during the period beginning on the third business day following the date of
release for publication of quarterly or annual summary statements of sales and
earnings of the Corporation, and ending on the twelfth business day following
such date. Shares of common stock reserved for issuance upon exercise of options
so purchased and shares of stock so purchased shall not again be available for
the purposes of the Plan.
SECTION 10. MEDIUM OF PAYMENT. The option price specified in the Plan
-----------------
shall be payable either in United States dollars or, with the consent of the
Committee, with stock of the Corporation.
SECTION 11. ADJUSTMENTS UPON CHANGES IN CAPITALIZATION. Notwithstanding
------------------------------------------
any other provision of the Plan, the option agreements may contain such
provision as the Committee shall determine to be appropriate for the adjustment
of the number and class of shares subject to each outstanding option and the
option prices in the event of changes in the outstanding common stock of the
Corporation by reason of stock dividends, stock splits, recapitalization,
mergers, consolidations, combinations or exchanges of shares, split-ups,
split-offs, spin-offs, liquidations or other similar changes in capitalization,
or any distribution to common stockholders other than cash dividends, and in the
event of any such change in the outstanding common stock of the Corporation, the
aggregate number and class of shares available under the Plan and the maximum
number of shares as to which options may be granted to any individual shall be
appropriately adjusted by the Committee.
SECTION 12. TERMINATION AND AMENDMENT. The Plan shall terminate on, and
-------------------------
no option shall be granted thereunder after, July 8, 2002. The Board may also
terminate the Plan or make such modifications or amendments thereof as it shall
deem advisable, including such modifications or amendments as it shall deem
advisable in order to cause certain stock options to qualify as "incentive stock
options" under Section 422A of the Internal Revenue Code or to conform to any
change in any law or regulation applicable thereto; provided, however, that the
Board may not, without further approval by the holders of a majority of the
outstanding stock of the Corporation having general voting power: (a) increase
the maximum number of shares for which options may be granted under the Plan in
the aggregate, (b) change the provisions of the Plan regarding the option price
to be specified in each option agreement, (c) lengthen the period during which
options may be granted or remain outstanding, or (d) enlarge the requirements as
to the class of employees eligible to receive options. Nothing herein contained
shall, however, be deemed to prevent the Committee from authorizing amendments
of outstanding options including the reduction of the option prices (or the
granting of new options at lower prices upon cancellation of outstanding
options), so long as all options granted outstanding at any one time shall not
call for issuance of more shares of common stock than those provided for in
Section 3 and so long as the provisions of any amended option would have been
permissible under the Plan if such option had been originally granted as of the
date of such amendment. No termination, modification, or amendments of the Plan
may, without the consent of the employee, adversely affect the rights of such
employee under an option previously granted to him.
SECTION 13. GOVERNMENT AND OTHER REGULATIONS AND RESTRICTIONS. The
----------------------------------------------------
obligation of the Corporation to issue common stock upon execution of an option
agreement shall be subject to all applicable laws, rules and regulations and to
such approvals by governmental agencies as may be
<PAGE>
required. Shares of common stock acquired pursuant to the Plan shall not be
sold, transferred or otherwise disposed of unless and until either (a) such
shares shall have been registered by the Corporation under the Securities Act of
1933, as amended (the "Securities Act"), (b) the Corporation shall have received
either a "no action" letter from the Securities and Exchange Commission or an
opinion of counsel acceptable to the Corporation to the effect that such sale,
transfer or disposition of the shares is made pursuant to Rule 144 of the
General Rules and Regulations promulgated under the Securities Act, as the same
may from time to time be in effect, and the Corporation shall have received an
opinion of counsel acceptable to the Corporation to such effect. In the event
that at the time an option is exercised there shall not be on file with the
Securities and Exchange Commission an effective Registration Statement under the
Securities Act covering the shares of common stock to be issued pursuant thereto
the Corporation's obligation to deliver the shares are subject to the further
condition that the employee will execute and deliver to the Corporation an
undertaking in form and substance satisfactory to the Corporation that (i) it is
his intention to acquire and hold such shares for investment and not for the
resale or distribution thereof, (ii) the shares will not be sold without
registration or exemption from the requirement of registration under the
Securities Act, and (iii) he will indemnify the Corporation for any costs,
liabilities and expenses which it may sustain by reason of any violation of the
Securities Act, or any other law regulating the sale or purchase of securities
occasioned by any act on his part with respect to such shares. The Corporation
may require that any certificate or certificates evidencing shares issued
pursuant to the Plan bear a restrictive legend intended to effect compliance
with the Securities Act or any other applicable regulatory measures, and stop
transfer instructions may be given with respect to the certificates representing
the shares may be given to the transfer agent.
SECTION 14. REGISTRATION OF SHARES. The Corporation may but shall be
-----------------------
under no obligation to register any shares of common stock under the Securities
Act. However, an option agreement may make appropriate and reasonable provision
for the registration of common stock acquired thereunder. The Corporation, at
its election, may undertake to pay all fees and expenses of each such
registration, other than an underwriter's commission, if any.
SECTION 15. NO RIGHTS IN COMMON STOCK. No employee shall have any
--------------------------
interest in or be entitled to any voting rights or dividends or other rights or
privileges of stockholders of the Corporation with respect to any shares of
common stock unless, and until, shares of common stock are actually issued to
such employee following exercise of an option and then only from the date the
employee becomes the record owner thereof.
SECTION 16. SUCCESSORS. The provisions of the Plan shall be binding
----------
upon and inure to the benefit of all successors of any person receiving common
stock of the Corporation pursuant to the Plan, including, without limitation,
the estate of such person and the executors, administrators or trustees thereof,
the heirs and legatees of such person, and any receiver, trustee in bankruptcy
or representative of creditors of such person.
SECTION 17. CORPORATION'S RIGHT TO TERMINATE EMPLOYMENT. Nothing
-----------------------------------------------
contained in the Plan or in any Purchase Agreement shall confer upon any
employee a right to continue in the employ of the Corporation or any of its
subsidiaries or interfere in any way with the right of the Corporation or any of
its subsidiaries to terminate the employment of any employee at any time, with
or without cause.
SECTION 18. ACTION BY CORPORATION AND THE BOARD. Neither the adoption
------------------------------------
of the Plan by the shareholders nor the issuance of common stock pursuant
thereto shall impair the right of the Corporation, its stockholders or the Board
to make or effect any adjustments, recapitalizations or other change in the
common stock referred to in Section 11, any change in the Corporation's
<PAGE>
business, any issuance of debt obligations or stock by the Corporation or any
grant of options on stock of the Corporation, or any other incentive
compensation arrangement.
SECTION 19. RELIANCE ON REPORTS. Each member of the Board and of the
--------------------
Committee shall be fully justified in relying or acting in good faith upon any
reports or other information furnished in connection with the Plan by any person
or persons. In no event shall any person who is or shall have been a member of
the Board or of the Committee be liable for any determination made or other
action taken or any omission to act in reliance upon any such report or
information or for any action taken or failure to act, if in good faith.
SECTION 20. PRONOUNS. Masculine pronouns and other words of masculine
--------
gender shall refer to both men and women.
SECTION 21. EFFECTIVE DATE OF PLAN. The Plan shall become effective on
----------------------
the date the Plan is adopted by the stockholders of the Corporation, but not
sooner than July 8, 1992.
EXHIBIT 23.1
The Board of Directors
SI Handling Systems, Inc.:
We consent to the incorporation by reference in the registration statement on
Form S-8 of SI Handling Systems, Inc. of our report dated May 3, 1996, relating
to the balance sheets of SI Handling Systems, Inc. as of March 3, 1996 and
February 26, 1995, and the statements of operations, stockholders' equity and
cash flows for each of the years in the three-year period ended March 3, 1996,
which report appears in the March 3, 1996 Annual Report on Form 10-K of SI
Handling Systems, Inc. We also consent to the reference to our firm under the
heading "Experts" in the registration statement.
/s/ KPMG Peat Marwick LLP
KPMG Peat Marwick LLP
Allentown, Pennsylvania
April 21, 1997
