As filed with the Securities and Exchange Commission on January 15, 1998
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
SIGNAL TECHNOLOGY CORPORATION
-----------------------------
(Exact Name of Registrant as Specified in Its Charter)
Delaware 04-2758268
- -------------------------------- -------------------
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
975 Benecia Avenue, Sunnyvale, California 94086
----------------------------------------- -----
(Address of Principal Executive Offices) (Zip Code)
SIGNAL TECHNOLOGY CORPORATION
EMPLOYEE STOCK PURCHASE PLAN
-------------------------------
(Full Title of the Plan)
Dale L. Peterson
Chief Executive Officer
Signal Technology Corporation
975 Benecia Avenue
Sunnyvale, California 94086
(408) 730-6318
--------------
(Name, Address and Telephone Number of Agent for Service)
Copy to:
Harry R. Hauser, Esquire
Gadsby & Hannah LLP
225 Franklin Street
Boston, Massachusetts 02110
(617) 345-7000
<PAGE>
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------------------------
Proposed Maximum Proposed Maximum
Title of Securities Amount to be Offering Price Per Aggregate Offering Amount of
to be Registered Registered(1) Share(2) Price(2) Registration Fee(3)
==========================================================================================================================
<S> <C> <C> <C> <C>
Common Stock, $.01
par value per share 300,000 $4.9375 $1,481,250.00 $436.97
(the "Common
Stock")
- -------------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) Pursuant to Rule 416(c) of the Securities Act of 1933, as amended (the
"Securities Act"), this Registration Statement also covers an
indeterminate amount of interests to be offered or sold pursuant to the
employee benefit plan described herein.
(2) Computed pursuant to Rule 457(c) and (h) under the Securities Act
solely for purposes of calculating the Registration Fee based on the
average of the high and low prices of the Common Stock for January 9,
1998, as reported by the American Stock Exchange.
-2-
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The document(s) containing the information specified in Part I are not
required to be filed with the Securities and Exchange Commission (the
"Commission") as part of this Registration Statement on Form S-8. Such documents
and the documents incorporated by reference in this Registration Statement on
Form S-8 pursuant to Item 3 of Part II hereof, taken together, constitute a
prospectus that meets the requirements of Section 10(a) of the Securities Act
and will be given to employees participating in the Signal Technology
Corporation Employee Stock Purchase Plan (the "Plan").
-3-
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
----------------------------------------
The following documents have been previously filed by Signal Technology
Corporation (the "Company") with the Securities and Exchange Commission and are
incorporated herein by reference:
1. The Company's Annual Report on Form 10-K for the fiscal year ended December
31, 1996 ("Fiscal 1996");
2. All other reports of the Company filed pursuant to Section 13(a) or 15(d) of
the Securities Exchange Act of 1934, as amended (the "Exchange Act"), since the
end of Fiscal 1996; and
3. The descriptions of the Company's Common Stock which are contained in the
registration statements filed under 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 after the date of this Registration
Statement on Form S-8 and prior to such time as the Company files a
post-effective amendment to this Registration Statement on Form S-8 which
indicates that all securities offered hereby have been sold, or which
deregisters all such securities then remaining unsold, shall be deemed to be
incorporated by reference in this Registration Statement on Form S-8 and to be a
part hereof from the date of filing such documents.
Item 4. Description of Securities.
--------------------------
Not applicable.
Item 5. Interests of Named Experts and Counsel.
---------------------------------------
Not applicable.
Item 6. Indemnification of Directors and Officers.
------------------------------------------
Insofar as indemnification for liabilities arising under the Securities Act may
be permitted to directors, officers, and controlling persons of the Company
pursuant to the foregoing provisions, or otherwise, the Company has been advised
that in the opinion of the Commission such indemnification is against public
policy as expressed in the Securities Act and is, therefore, unenforceable.
Delaware General Corporation Law, Section 102(b)(7) enables a corporation in its
original certificate of incorporation or in an amendment thereto validly
approved by stockholders, to eliminate or limit personal liability of members of
its Board of Directors for violations of a director's fiduciary duty of care.
However, the elimination or limitation shall not apply where there has been a
breach of the duty of loyalty, failure to act in good faith, engaging in
intentional misconduct or knowingly violating a law, paying a dividend or
approving a stock repurchase which is deemed illegal or obtaining an improper
personal benefit. The Company's Certificate of Incorporation, as amended,
includes the following language:
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<PAGE>
A director of the Corporation shall in any one year be personally
liable to the Corporation or its stockholders for monetary damages for breach of
fiduciary duty as a director, except for liability (i) for any breach of the
director's duty of loyalty to the Corporation or its stockholders, (ii) for acts
or omissions not in good faith or which involve intentional misconduct or a
knowing violation of law, (iii) under Section 174 of the Delaware General
Corporation Law, as the same exists or hereafter may be amended, or (iv) for any
transaction from which the director derived an improper personal benefit, only
to the extent of directors' fees (including committee fees and attendance fees)
paid during such year by the Corporation to such director for serving as a
director of the Corporation. Any repeal or modification of this paragraph by the
stockholders of the Corporation shall be prospective only, and shall not
adversely affect any limitation on the personal liability of a director of the
Corporation existing at the time of such repeal or modification.
Item 7. Exemption from Registration Claimed.
------------------------------------
Not applicable.
Item 8. Exhibits.
--------
(a) The following exhibits have been filed (except where otherwise indicated)
as part of this Registration Statement:
Exhibit No. Description
- ---------- -----------
4 Signal Technology Corporation Employee Stock Purchase Plan.
5 Opinion Letter of Gadsby & Hannah LLP as to legality of shares
being registered.
23a Consent of Gadsby & Hannah LLP (contained in Opinion filed as
Exhibit 5).
23b Consent of Coopers & Lybrand LLP.
Item 9. Undertakings.
------------
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 additional or changed material information on the
plan of distribution.
(2) For the purposes of determining any liability under the Securities Act, each
such post-effective amendment shall be deemed 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.
(4) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
registrant's annual report pursuant to Section 13(a) or 15(d) of the Exchange
Act (and, where applicable, each filing of an employee benefit plan's annual
report pursuant to Section 15(d) of the Exchange Act) that is incorporated by
reference in the registration statement shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.
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<PAGE>
(5) Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the 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.
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<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
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 Sunnyvale, State of California on this 15th day
of January, 1998.
SIGNAL TECHNOLOGY CORPORATION
By: /s/ Dale L. Peterson
-----------------------------------------
Dale L. Peterson, Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in the
capacities and on the date indicated.
Name Capacity Date
- ---- -------- ----
/s/ Dale L. Peterson Chairman of the Board January 15, 1998
- -------------------- and Chief Executive Officer
Dale L. Peterson (principal executive officer)
/s/ Edward Rockwell Chief Financial Officer January 15, 1998
- -------------------- and Controller
Edward Rockwell (principal financial and
accounting officer)
/s/ Larry L. Hansen Director January 15, 1998
- --------------------
Larry L. Hansen
/s/ Harvey C. Krentzman Director January 15, 1998
- -------------------------
Harvey C. Krentzman
/s/ Bernard P. O'Sullivan Director January 15, 1998
- ----------------------------
Bernard P. O'Sullivan
/s/ Joseph S. Schneider Director January 15, 1998
- ----------------------------
Joseph S. Schneider
-7-
<PAGE>
EXHIBIT INDEX
-------------
Sequentially Numbered
Exhibit No. Description Page Number
- ----------- ----------- ---------------------
4 Signal Technology Corporation
Employee Stock Purchase Plan
5 Opinion Letter of Gadsby & Hannah LLP
as to legality of shares
being registered
23a Consent of Gadsby & Hannah LLP
(contained in Opinion filed as Exhibit No. 5)
23b Consent of Coopers & Lybrand LLP
-8-
SIGNAL TECHNOLOGY CORPORATION
EMPLOYEE STOCK PURCHASE PLAN
ARTICLE I -- PURPOSE
1.01. Purpose
This Signal Technology Corporation Employee Stock Purchase Plan (the
"Plan") is intended to provide the employees of Signal Technology Corporation
(hereinafter referred to as the "Company") the opportunity to acquire a
proprietary interest in the Company through the purchase of shares of the Common
Stock of the Company. It is the intention of the Company that the Plan qualify
as an "employee stock purchase plan" under Section 423 of the Internal Revenue
Code of 1986, as amended (the "Code"). The provisions of the Plan shall be
construed so as to extend and limit participation in a manner consistent with
the requirements of Section 423 of the Code.
ARTICLE II -- DEFINITIONS
2.01. "Base Pay" means regular straight-time earnings, excluding payments
for overtime, shift premium, bonuses and other special payments,
commissions and other incentive payments.
2.02. "Committee" means the individuals described in Article X.
2.03. "Common Stock" or "Stock" means the Common Stock, $0.01 par value, of
the Company.
2.04. "Employee" means any person who is customarily employed on a
full-time or part- time basis by the Company and is regularly
scheduled to work more than 20 hours per week and more than five
months per calendar year.
2.05 "Plan Administrator" means the Company's Vice President, Human
Resources and Administration.
ARTICLE III -- ELIGIBILITY AND PARTICIPATION
3.01. Initial Eligibility.
Except as otherwise provided in the Plan, each and every Employee of the
Company shall be eligible to participate in Offerings (as hereinafter defined)
which commence on or after the respective Employee's commencement date of
employment.
3.02. Leave of Absence.
For purposes of participation in the Plan, an Employee on leave of absence
shall be deemed to be an Employee for the first one hundred eighty (180) days of
such leave of absence, and such Employee's employment shall be deemed to
terminate at the close of business on the 180th day of such leave of absence
unless such Employee shall have returned to regular full-time or part-time
employment (as the case may be) prior to the close of business on such 180th
day. Termination of any Employee's leave of absence, other than termination of
such leave of absence by return to full time or part time employment, shall
terminate an Employee's employment for all purposes of the Plan, and shall
terminate such Employee's participation in the Plan and right to exercise any
option hereunder.
3.03. Restrictions on Participation.
Notwithstanding any provisions of the Plan to the contrary, no Employee
shall be granted an option under the Plan if:
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<PAGE>
(a) immediately after the grant, such Employee would own Common Stock
and/or hold outstanding options to purchase Common Stock possessing 5% or more
of the total combined voting power or value of all classes of stock of the
Company (for purposes of this paragraph, the rules of Section 424(d) of the Code
shall apply in determining stock ownership of any Employee); or
(b) such option permits such Employee's rights to purchase Common Stock
under all employee stock purchase plans of the Company to accrue at a rate which
exceeds $25,000 in fair market value of the Common Stock (determined at the time
such option is granted) for the calendar year in which such option is
outstanding.
3.04. Commencement of Participation.
An eligible Employee may become a participant by completing an
authorization for a payroll deduction on the form provided by the Company and
delivering it to the Plan Administrator on or before the date set therefor by
the Committee, which date shall be prior to the Offering Commencement Date for
the Offering (as such terms are defined below). Payroll deductions for a
participant shall commence on the applicable Offering Commencement Date when his
or her authorization for a payroll deduction becomes effective and shall end on
the Offering Termination Date (as hereinafter defined) of the Offering to which
such authorization is applicable, unless sooner terminated by the participant as
provided in Article VIII.
ARTICLE IV -- OFFERINGS
4.01. Semi-Annual Offerings.
The Plan will be implemented through four (4) semi-annual offerings (the
"Offerings" and each an "Offering") of the Company's Common Stock. The initial
Offering shall commence on July 1, 1997, and shall terminate on December 31,
1997. The subsequent Offerings shall commence on the first day of the following
January and on the first day of the following July, and shall terminate on the
30th day of June and the 31st day of December, respectively, with the last
Offering commencing on January 1, 1999. The maximum number of shares of the
Company's Common Stock to be issued in each Offering shall be seventy-five
thousand (75,000) shares, plus unissued shares from any prior Offerings, whether
offered or not.
As used in the Plan, "Offering Commencement Date" means January 1, or July
1, as the case may be, on which the particular Offering begins and "Offering
Termination Date" means the June 30 or December 31, as the case may be, on which
the particular Offering terminates.
ARTICLE V -- PAYROLL DEDUCTIONS
5.01. Amount of Deduction.
At the time a participant files his or her authorization for payroll
deduction, he or she shall elect to have deductions made from his or her pay on
each payday during the time he or she is a participant in an Offering at a rate
not less than one percent (1%) and not more than ten percent (10%) of his or her
Base Pay in effect at the Offering Commencement Date of such Offering.
5.02. Participant's Account.
All payroll deductions from Base Pay made for a participant shall be
credited to his or her account under the Plan (a "Plan Account"). A participant
may not make any separate cash payment into his or her Plan Account except when
on leave of absence and then only as provided in Section 5.04.
5.03. Changes in Payroll Deductions.
A participant may discontinue his or her participation in the Plan as
provided in Article VIII, but no other change can be made during an Offering
and, specifically, a participant may not alter the amount of his or her payroll
deductions for that Offering.
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<PAGE>
5.04. Leave of Absence.
If a participant goes on a leave of absence, such participant shall have
the right to elect: (a) to withdraw the balance in his or her Plan Account
pursuant to Section 7.02, (b) to discontinue contributions to the Plan but
remain a participant in the Plan, or (c) remain a participant in the Plan during
such leave of absence, authorizing deductions to be made from payments by the
Company to the participant during such leave of absence and undertaking to make
cash payments to the Plan at the end of each payroll period to the extent that
amounts payable by the Company to such participant are insufficient to meet such
participant's authorized Plan deductions.
5.05 Limitation on Plan Deductions.
Notwithstanding any provisions of the Plan to the contrary, no deduction
shall be made from an Employee's Base Pay, and no contribution to an Employee's
Plan Account pursuant to Section 5.04 shall be accepted, to the extent that such
deduction or such contribution would cause the balance in such Employee's Plan
Account to exceed the sum of $10,000 at any time.
ARTICLE VI -- GRANTING OF OPTION
6.01. Number of Option Shares.
Subject to Section 5.05 hereof, on the Offering Commencement Date of each
Offering, a participating Employee shall be deemed to have been granted an
option to purchase a maximum number of shares of the Common Stock of the Company
equal to an amount determined as follows:
(a) that percentage of the Employee's Base Pay which he or she has elected
to have deducted (but not in any case in excess of ten percent (10%)),
multiplied by
(b) the Employee's Base Pay during the period of the Offering, divided by
(c) 85% of the market value of the Common Stock of the Company on the
applicable Offering Commencement Date.
For purposes of subsection (d) of this Section 6.01, the market value of
the Company's Common Stock shall be determined as provided in subsections (a)
and (b) of Section 6.02 below.
An Employee's Base Pay during the period of an Offering shall be determined
by multiplying his or her normal weekly rate of pay (as in effect on the last
day prior to the Offering Commencement Date of the particular Offering) by 26,
or the hourly rate by 1040, as the case may be, provided that, in the case of an
eligible part-time hourly Employee, the Employee's Base Pay during the period of
an Offering shall be determined by multiplying such Employee's hourly rate of
pay in effect on the Offering Commencement Date by the number of regularly
scheduled hours of work for such Employee during such Offering.
6.02. Option Price.
The option price of Common Stock purchased with payroll deductions made
during an Offering for a participant therein shall be the lower of:
(a) 85% of the closing price of the Common Stock on the Offering
Commencement Date or the nearest prior business day on which trading occurred on
the American Stock Exchange; or
(b) 85% of the closing price of the Common Stock on the Offering
Termination Date or the nearest prior business day on which trading occurred on
the American Stock Exchange.
If the Common Stock of the Company is not admitted to trading on any of the
aforesaid dates for which closing prices of the Common Stock are to be
determined, then reference shall be made to the fair market value of the Common
Stock on that date, as determined on such basis as shall be established or
specified for the purposes hereof by the Committee.
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<PAGE>
ARTICLE VII -- EXERCISE OF OPTION
7.01. Automatic Exercise.
Unless a participant gives written notice to the Company as hereinafter
provided, his or her option for the purchase of Common Stock with payroll
deductions made during any Offering will be deemed to have been exercised
automatically on the Offering Termination Date applicable to such Offering, for
the purchase of the number of full shares of Common Stock which the accumulated
payroll deductions in his or her Plan Account at that time will purchase at the
applicable option price (but not in excess of the number of shares for which
options have been granted to the Employee pursuant to Section 6.01), and any
excess in his or her Plan Account at that time will be returned to him or her.
7.02. Withdrawal of Plan Account.
By written notice to the Plan Administrator not less than five (5) business
days prior to the Offering Termination Date applicable to any Offering, a
participant may elect to withdraw all the accumulated payroll deductions in his
or her Plan Account at such time.
7.03. Fractional Shares.
Fractional shares will not be issued under the Plan and any balance in an
Employee's Plan Account which would have been used to purchase fractional shares
will be returned to such Employee promptly following the termination of an
Offering.
7.04. Transferability of Option.
During a participant's lifetime, options held by the participant shall be
exercisable only by the participant.
7.05. Delivery of Stock.
As promptly as practicable after the Offering Termination Date of each
Offering, the Company will deliver to each participant the Common Stock
purchased upon exercise of his or her option.
ARTICLE VIII -- WITHDRAWAL
8.01. In General.
As indicated in Section 7.02, a participant may withdraw payroll deductions
credited to his or her Plan Account by giving written notice of his or her
intention to withdraw (a "Withdrawal Notice") to the Plan Administrator no later
than five (5) business days prior to the Offering Termination Date applicable to
any Offering. Upon the Company's timely receipt of the Withdrawal Notice, all of
the participant's payroll deductions credited to his or her Plan Account will be
paid to him or her, and no further payroll deductions will be made from his or
her pay during such Offering.
8.02. Effect on Subsequent Participation.
Unless a participants expressly indicates to the contrary in the Withdrawal
Notice, a participant's withdrawal from any Offering will not have any effect
upon his or her participation in any succeeding Offering, or in any similar plan
which may hereafter be adopted by the Company.
8.03. Termination of Employment.
Upon termination of the participant's employment for any reason, including
retirement (but excluding death while in the employ of the Company or
continuation of a leave of absence for a period beyond one hundred eighty (180)
days), the payroll deductions credited to his or her Plan Account will be
returned to him or her, or, in the case of his or her death subsequent to the
termination of his or her employment, to the person or persons entitled thereto
under Section 11.01.
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<PAGE>
8.04. Termination of Employment Due to Death.
Upon termination of the participant's employment because of his or her
death, his or her beneficiary (as defined in Section 11.01) shall have the right
to elect, by written notice given to the Plan Administrator prior to the earlier
of the Offering Termination Date or the expiration of a period of sixty (60)
days commencing with the date of the death of the participant, either:
(a) to withdraw all of the payroll deductions credited to the participant's
Plan Account under the Plan, or
(b) to exercise the participant's option for the purchase of Common Stock
on the Offering Termination Date next following the date of the participant's
death for the purchase of the number of full shares of Common Stock which the
accumulated payroll deductions in the participant's Plan Account at the date of
the participant's death will purchase at the applicable option price, and any
excess in such Plan Account will be returned to said beneficiary.
In the event that no such written notice of election shall be duly received
by the office of the Plan Administrator, the beneficiary shall automatically be
deemed to have elected, pursuant to subsection (b) of this Section 8.04, to
exercise the participant's option.
8.05. Leave of Absence.
A participant on leave of absence shall, subject to the election made by
such participant pursuant to Section 5.04, continue to be a participant in the
Plan so long as such participant is on continuous leave of absence. A
participant who has been on leave of absence for more than one hundred eighty
(180) days and who therefore is not an Employee for purposes of the Plan shall
not be entitled to participate in any Offering commencing after the 180th day of
such leave of absence. Notwithstanding any other provisions of the Plan, unless
a participant on leave of absence returns to regular full time or part time
employment with the Company at the earlier of: (a) the termination of such leave
of absence or (b) three (3) months from the 180th day of such leave of absence,
such participant's participation in the Plan shall terminate on whichever of
such dates first occurs.
ARTICLE IX -- STOCK
9.01. Maximum Shares.
The maximum number of shares of the Company's Common Stock which shall be
issued under the Plan, subject to adjustment upon changes in capitalization of
the Company as provided in Section 11.04, shall be seventy-
five thousand (75,000) shares in each Offering (plus in each Offering all
unissued shares from prior Offerings, whether offered or not), not to exceed
three hundred thousand (300,000) shares for all Offerings. If the total number
of shares for which options are exercised on any Offering Termination Date in
accordance with Article VI exceeds the maximum number of shares for the
applicable Offering, the Company shall make a pro rata allocation of the shares
available for delivery and distribution in as nearly a uniform manner as shall
be practicable and as it shall determine to be equitable, and the balance of
payroll deductions credited to the Plan Account of each participant shall be
returned to him or her as promptly as possible.
9.02. Participant's Interest in Option Stock.
The participant will have no interest in Common Stock covered by his or her
option until such option has been exercised.
9.03. Registration of Stock.
Stock to be delivered to a participant under the Plan will be registered in
the name of the participant, or, if the participant so directs by written notice
to the Plan Administrator prior to the Offering Termination Date applicable
thereto, in the names of the participant and one such other person as may be
designated by the participant, as joint tenants with rights of survivorship or
as tenants by the entirety, to the extent permitted by applicable law.
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<PAGE>
9.04. Restrictions on Exercise.
The Board of Directors may, in its discretion, require as conditions to the
exercise of any option that the shares of Common Stock reserved for issuance
upon the exercise of the option shall have been duly listed, upon official
notice of issuance, on the American Stock Exchange or another stock exchange,
and that either:
(a) a Registration Statement under the Securities Act of 1933, as amended,
with respect to said shares shall be effective, or
(b) the participant shall have represented at the time of purchase, in form
and substance satisfactory to the Company, that it is his or her intention to
purchase the shares for investment and not for resale or distribution.
ARTICLE X -- ADMINISTRATION
10.01. Appointment of Committee.
The Board of Directors shall appoint a committee (the "Committee") to
administer the Plan, which shall consist of no fewer than three (3) members of
the Board of Directors. No member of the Committee shall be eligible to purchase
Common Stock under the Plan. In the absence of the appointment of a separate
committee to administer the Plan, the Plan shall be administered by the
Compensation Committee of the Company's Board of Directors.
10.02. Authority of Committee.
Subject to the express provisions of the Plan, the Committee shall have
plenary authority in its discretion to interpret and construe any and all
provisions of the Plan, to adopt rules and regulations for administering the
Plan, and to make all other determinations deemed necessary or advisable for
administering the Plan. The Committee's determination on the foregoing matters
shall be conclusive and binding upon all Plan participants.
10.03. Rules Governing the Administration of the Committee.
The Board of Directors may from time to time appoint members of the
Committee in substitution for, or in addition to, members previously appointed
and may fill vacancies, however caused, in the Committee. The Committee may
select one of its members as its Chairman and shall hold its meetings at such
times and places as it shall deem advisable and may hold telephonic meetings. A
majority of the Committee's members shall constitute a quorum. All
determinations of the Committee shall be made by a majority of its members. The
Committee may correct any defect or omission or reconcile any inconsistency in
the Plan, in the manner and to the extent it shall deem desirable. Any decision
or determination reduced to writing and signed by a majority of the members of
the Committee shall be as fully effective as if it had been made by a majority
vote at a meeting duly called and held. The Committee may appoint a secretary
and shall make such rules and regulations for the conduct of its business as it
shall deem advisable.
ARTICLE XI -- MISCELLANEOUS
11.01. Designation of Beneficiary.
A participant may file a written designation of a beneficiary who is to
receive any Common Stock and/or cash under the Plan. Such designation of
beneficiary may be changed by the participant at any time by written notice to
the Plan Administrator. Upon the death of a participant and upon receipt by the
Company of proof of identity and existence at the participant's death of a
beneficiary validly designated by him or her under the Plan, the Company shall
deliver such Common Stock and/or cash to such beneficiary. In the event of the
death of a participant and in the absence of a beneficiary validly designated
under the Plan who is living at the time of such participant's death, the
Company shall deliver such Common Stock and/or cash to the executor or
administrator of the estate of the participant, or if no such executor or
administrator has been appointed (to the knowledge of the Company), the Company,
in its discretion, may deliver such Common Stock and/or cash to the spouse or to
any one or more dependents of the participant as the Company may designate. No
beneficiary shall, prior to the death of the
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participant by whom he or she has been designated, acquire any interest in the
Common Stock and/or cash credited to the participant under the Plan.
11.02. Transferability.
Neither payroll deductions credited to a participant's Plan Account nor any
rights with regard to the exercise of an option or to receive Common Stock under
the Plan may be assigned, transferred, pledged, or otherwise disposed of in any
way by the participant other than by will or the laws of descent and
distribution. Any such attempted assignment, transfer, pledge or other
disposition shall be without effect, except that the Company may treat such act
as an election to withdraw funds in accordance with Section 7.02.
11.03. Use of Funds.
All payroll deductions received or held by the Company under this Plan may
be used by the Company for any corporate purpose and the Company shall not be
obligated to segregate such payroll deductions.
11.04. Adjustment Upon Changes in Capitalization.
(a) If, while any options are outstanding under the Plan, the outstanding
shares of Common Stock of the Company have increased, decreased, changed into,
or been exchanged for a different number or kind of shares or securities of the
Company through reorganization, merger, recapitalization, reclassification,
stock split, reverse stock split or similar transaction, appropriate and
proportionate adjustments may be made by the Committee in the number and/or kind
of shares which are subject to purchase under outstanding options and to the
option exercise price or prices applicable to such outstanding options. In
addition, in any such event, the number and/or kind of shares which may be
offered in the Offerings described in Article IV hereof shall also be
proportionately adjusted. No adjustments shall be made for stock dividends. For
the purposes of this Section 11.04, any distribution of shares to shareholders
in an amount aggregating 20% or more of the outstanding shares shall be deemed a
stock split and any distributions of shares aggregating less than 20% of the
outstanding shares shall be deemed a stock dividend.
(b) Upon the dissolution or liquidation of the Company, or upon a
reorganization, merger or consolidation of the Company with one or more
corporations as a result of which the Company is not the surviving corporation,
or upon a sale of substantially all of the property or stock of the Company to
another corporation (any of such transactions being hereinafter referred to as a
"Terminating Transaction"), the holder of each option then outstanding under the
Plan will thereafter be entitled to receive at the next Offering Termination
Date upon the exercise of such option for each share as to which such option
shall be exercised, as nearly as reasonably may be determined, the cash,
securities and/or property which a holder of one share of the Common Stock was
entitled to receive upon and at the time of such Terminating Transaction. The
Board of Directors shall take such steps in connection with any such Terminating
Transaction as the Board shall deem necessary to ensure that the provisions of
this Section 11.04 shall thereafter be applicable, as nearly as reasonably may
be determined, in relation to the said cash, securities and/or property as to
which such holder of such option might thereafter be entitled to receive.
11.05. Amendment and Termination.
The Board of Directors shall have complete power and authority to terminate
or amend the Plan; provided, however, that the Board of Directors shall not,
without the approval of the stockholders of the Corporation, (i) increase the
maximum number of shares which may be issued under the Plan (except pursuant to
Section 11.04); (ii) amend the requirements as to the class of Employees
eligible to purchase Common Stock under the Plan or permit the members of the
Committee to purchase Common Stock under the Plan. No termination, modification,
or amendment of the Plan may, without the consent of an Employee then having an
option under the Plan to purchase Common Stock, adversely affect the rights of
such Employee under such option.
11.06. Effective Date.
The Plan shall become effective upon approval by the holders of the
majority of the Common Stock present and represented at the annual meeting of
the stockholders to be held on May 6, 1997. If the Plan is not so approved, the
Plan shall not become effective.
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<PAGE>
11.07. No Employment Rights.
The Plan does not, directly or indirectly, create any right for the benefit
of any Employee or class of Employees to purchase any shares under the Plan, or
create in any Employee or class of Employees any right with respect to
continuation of employment by the Company, and it shall not be deemed to
interfere in any way with the Company's right to terminate, or otherwise modify,
an Employee's employment at any time.
11.08. Effect of Plan.
The provisions of the Plan shall, in accordance with its terms, be binding
upon, and inure to the benefit of, all successors of each Employee participating
in the Plan, including, without limitation, such Employee's estate and the
executors, administrators or trustees thereof, heirs and legatees, and any
receiver, trustee in bankruptcy or representative of creditors of such Employee.
11.09. Governing Law.
The law of the State of California will govern all matters relating to this
Plan except to the extent it is superseded by the laws of the United States.
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January 15, 1998
Board of Directors
Signal Technology Corporation
975 Benecia Avenue
Sunnyvale, California 94086
Ladies and Gentlemen:
This firm has represented Signal Technology Corporation, a Delaware
corporation (hereinafter called the "Corporation"), in connection with the
filing of the Registration Statement described below with the Securities &
Exchange Commission.
In our capacity as counsel to the Corporation, we are familiar with the
Certificate of Incorporation, as amended, and the By-laws of the Corporation. We
are also familiar with the corporate proceedings taken by the Corporation in
connection with the preparation and filing of a Registration Statement on Form
S-8 (the "Registration Statement") with the Securities & Exchange Commission
covering the registration of Three Hundred Thousand (300,000) shares of the
Corporation's Common Stock, $.01 par value per share (the "Shares"), issuable in
connection with the Corporation's Employee Stock Purchase Plan (the "Plan"). We
have also considered such statutes, rules and regulations as we have deemed
relevant for the purposes hereof.
Based upon the foregoing, it is our opinion that:
1. The Corporation is duly incorporated, validly existing and in
good standing under the laws of the State of Delaware.
2. The Shares have been duly authorized and reserved for issuance,
and such shares, when paid for and issued in accordance with the
terms of the Plan, will be legally issued, fully paid and
non-assessable.
This opinion is provided solely for the benefit of the addressee hereof
and is not to be relied upon by any other person or party. Nevertheless, we
hereby consent to the filing of this opinion letter as Exhibit 5 to the
Registration Statement.
Very truly yours,
GADSBY & HANNAH LLP
Exhibit 23b
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this Registration Statement on
Form S-8 of our report dated January 27, 1997, on our audits of the consolidated
financial statements of Signal Technology Corporation as of December 31, 1996
and 1995 and for each of the three years in the period ended December 31, 1996.
/s/ Coopers & Lybrand LLP
San Jose, California
January 15, 1998
