<PAGE>
As filed with the Securities and Exchange Commission on October 9, 1997
Registration No. 333-
- -------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
--------------
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
--------------
INFONAUTICS, INC.
(Exact name of registrant as specified in its charter)
Pennsylvania 23-2707366
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
900 West Valley Road, Suite 1000
Wayne, Pennsylvania 19087
(Address of principal executive offices) (Zip Code)
1996 Equity Compensation Plan
(Full title of the plans)
MARVIN I. WEINBERGER
Chief Executive Officer
Infonautics, Inc.
900 West Valley Road, Suite 1000
Wayne, Pennsylvania 19087
(Name and address of agent for service)
610-971-8840
(Telephone number, including area code, of agent for service)
--------------
Copy of all communications to:
DAVID R. KING
Morgan, Lewis & Bockius LLP
2000 One Logan Square
Philadelphia, PA 19103-6993
(215) 963-5000
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------
Proposed maximum Proposed maximum
Title of securities Amount to be offering price aggregate Amount of
to be registered registered per share offering price registration fee
- --------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Class A Common 327,620 $2.7188 (1) $890,733.26 (1) $400.51
Stock, no par value shares(3)
-------------------------------------------------------
172,380 $ 2.50 (2) $430,950.00 (2)
shares(3)
- --------------------------------------------------------------------------------------------
</TABLE>
_______________
(1) Estimated pursuant to Rule 457(h) solely for the purpose of
calculating the registration fee, based upon the average of the high
and low sales prices of shares of Common Stock of October 7, 1997,
as reported on the Nasdaq National Market.
(2) Calculated pursuant to paragraph (h)(1) of Rule 457, based on the actual
per share exercise price of stock options.
(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.
<PAGE>
This registration statement on Form S-8 (the "Registration Statement")
relates to the registration of an additional 500,000 shares (the "Shares")
of Class A Common Stock, no par value. The Shares are securities of the
same class and relating to the same employee benefit plan, the 1996 Equity
Compensation Plan, as those shares registered in the Company's registration
statement on Form S-8, previously filed with the Securities and Exchange
Commission on September 19, 1996. The earlier registration statement on
Form S-8, Registration No. 333-12279 is hereby incorporated by reference.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 8. Exhibits.
<TABLE>
Exhibit
Number Exhibit
- ------- -------
<S> <C>
4.1 1996 Equity Compensation Plan, as amended and restated as of April 1,
1997 and as of September 23, 1997.
5.1 Opinion of Morgan, Lewis & Bockius LLP as to the legality of the
shares being registered.
23.1 Consent of Coopers & Lybrand L.L.P.
23.2 Consent of Morgan, Lewis & Bockius LLP (included in Exhibit 5.1).
24.1 Power of Attorney (set forth on the signature page of this
Registration Statement).
</TABLE>
-2-
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-8 and has duly caused
this registration statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in Wayne, Pennsylvania, on
this 3rd day of October, 1997.
INFONAUTICS, INC.
By: /s/Marvin I. Weinberger
-------------------------
Marvin I. Weinberger
Chief Executive Officer
KNOW ALL MEN BY THESE PRESENTS, that the Securities Act of 1933,
each person whose signature appears below makes, constitutes and appoints
Ronald A. Berg his true and lawful attorney-in-fact and agent, with full
power of substitution and resubstitution, for him and in his name, place
and stead, in any and all capacities, to execute and cause to be filed with
the Securities and Exchange Commission any and all amendments and
post-effective amendments to this Registration Statement and to file the
same with all exhibits thereto and other documents in connection therewith
and hereby ratifies and confirms all that said attorney-in-fact, or his
substitute or substitutes, may 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 by the following persons in the
capacities and on the dates indicated.
<TABLE>
<S> <C> <C>
Signature Capacity Date
- --------- -------- ----
/s/Marvin I. Weinberger Principal Executive Officer October 3, 1997
- ----------------------- and Director
Marvin I. Weinberger
/s/Ronald A. Berg Principal Financial and October 3, 1997
- ----------------------- Accounting Officer
Ronald A. Berg
/s/Israel J. Melman Director October 3, 1997
- -----------------------
Israel J. Melman
/Howard L. Morgan Director October 3, 1997
- -----------------------
Howard L. Morgan
/s/Lloyd N. Morrisett Director October 3, 1997
- -----------------------
Lloyd N. Morrisett
/s/Barry Rubenstein Director October 3, 1997
- -----------------------
Barry Rubenstein
Director
- -----------------------
Lester D. Wunderman
Director
/s/Michael Zisman Director October 3, 1997
- -----------------------
Michael Zisman
</TABLE>
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NO. DESCRIPTION
- ----------- -----------
<C> <S>
4.1 1996 Equity Compensation Plan, as amended and restated as of
April 1, 1997 and as of September 23, 1997.
5.1 Opinion of Morgan, Lewis & Bockius LLP as to the legality of the shares being registered.
23.1 Consent of Coopers & Lybrand L.L.P.
23.2 Consent of Morgan, Lewis & Bockius LLP (included in Exhibit 5.1).
24.1 Power of Attorney (set forth on the signature page of this Registration Statement).
</TABLE>
<PAGE>
Exhibit 4.1
INFONAUTICS, INC.
AMENDED AND RESTATED
1996 EQUITY COMPENSATION PLAN
Amended and Restated as of April 1, 1997 and as of September 23, 1997
The purpose of the Infonautics, Inc. Amended and Restated 1996 Equity
Compensation Plan (the "Plan") is to provide (i) designated officers
(including officers who are also directors) and other employees of
Infonautics, Inc. (the "Company") and its subsidiaries, (ii) non-employee
members of the board of directors of the Company (the "Board"), and (iii)
independent contractors and consultants who perform valuable services for the
Company or its subsidiaries, with the opportunity to receive grants of
incentive stock options, nonqualified stock options, stock appreciation
rights, restricted stock and performance units. The Company believes that
the Plan will cause the participants to contribute materially to the growth
of the Company, thereby benefitting the Company's shareholders, and will
align the economic interests of the participants with those of the
shareholders.
1. Administration
The Plan shall be administered and interpreted by a committee (the
"Committee"), which shall consist of two or more persons appointed by the
Board, all of whom shall be "non-employee directors" as defined under Rule
16b-3 under the Securities Exchange Act of 1934 (the "Exchange Act") and
"outside directors" as defined under section 162(m) of the Internal Revenue
Code of 1986, as amended (the "Code") and related Treasury regulations.
The Committee shall have the sole authority to (i) determine the
individuals to whom grants shall be made under the Plan, (ii) determine the
type, size and terms of the grants to be made to each such individual, (iii)
determine the time when the grants will be made and the duration of any
applicable exercise or restriction period, including the criteria for vesting
and the acceleration of vesting and (iv) deal with any other matters arising
under the Plan.
The Committee shall have full power and authority to administer and
interpret the Plan, to make factual determinations and to adopt or amend such
rules, regulations, agreements and instruments for implementing the Plan and
for the conduct of its business as it deems necessary or advisable, in its
sole discretion. The Committee's interpretations of the Plan and all
determinations made by the Committee pursuant to the powers vested in it
hereunder shall be conclusive and binding on all persons having any interests
in the Plan or in any awards granted hereunder. All powers of the Committee
shall be executed in its sole discretion, in the best interest of the Company
and in keeping with the objectives of the Plan and need not be uniform as to
similarly situated individuals.
2. Grants
Incentives under the Plan shall consist of grants of incentive stock
options, nonqualified stock options, stock appreciation rights, restricted
stock and performance units (hereinafter collectively referred to as
"Grants"). All Grants shall be subject to the terms and conditions set forth
herein and to
<PAGE>
those other terms and conditions consistent with this Plan as the Committee
deems appropriate and as are specified in writing by the Committee to the
individual (the "Grant Instrument"). The Committee shall approve the form
and provisions of each Grant Instrument. Grants under a particular section
of the Plan need not be uniform as among the grantees.
3. Shares Subject to the Plan
(a) Subject to the adjustment specified below, the aggregate number of
shares of Class A Common Stock of the Company (the "Company Stock") that may
be issued or transferred under the Plan is 1,000,000 shares. Notwithstanding
anything in the Plan to the contrary, the maximum aggregate number of shares
of Company Stock that shall be subject to Grants made under the Plan to any
one individual during any calendar year shall be 250,000 shares. The shares
may be authorized but unissued shares of Company Stock or reacquired shares
of Company Stock, including shares purchased by the Company on the open
market for purposes of the Plan. If and to the extent options granted under
the Plan terminate, expire, or are cancelled, forfeited, exchanged or
surrendered without having been exercised or if any shares of restricted
stock are forfeited, the shares subject to such Grants shall again be
available for purposes of the Plan.
(b) If there is any change in the number or kind of shares of Company
Stock outstanding by reason of a stock dividend, a recapitalization, stock
split, or combination or exchange of shares, or merger, reorganization or
consolidation in which the Company is the surviving corporation,
reclassification or change in par value or by reason of any other
extraordinary or unusual events affecting the outstanding Company Stock as a
class without the Company's receipt of consideration, or if the value of
outstanding shares of Company Stock is substantially reduced due to the
Company's payment of an extraordinary dividend or distribution, the maximum
number of shares of Company Stock available for Grants, the maximum number of
shares of Company Stock that may be subject to Grants to any one individual
under the Plan in any calendar year, the number of shares covered by
outstanding Grants, and the price per share or the applicable market value of
such Grants shall be proportionately adjusted by the Committee to reflect any
increase or decrease in the number or kind of issued shares of Company Stock
to preclude the enlargement or dilution of rights and benefits under such
Grants; provided, however, that any fractional shares resulting from such
adjustment shall be eliminated. For purposes of this Section 3(b), "shares
of Company Stock" and "shares" include referenced shares with respect to SARs
or, to the extent applicable, performance units. The adjustments determined
by the Committee shall be final, binding and conclusive. Notwithstanding the
foregoing, no adjustment shall be authorized or made pursuant to this Section
to the extent that such authority or adjustment would cause any incentive
stock option to fail to comply with section 422 of the Code.
4. Eligibility for Participation
All employees of the Company and its subsidiaries ("Employees"),
including Employees who are officers or members of the Board, shall be
eligible to participate in the Plan. All members of the Board who are not
employees of the Company or any of its subsidiaries ("Non-Employee
Directors") shall be eligible only to receive nonqualified stock options
pursuant to Section 6. Any independent contractors or consultants who
perform valuable services to the Company or any of its subsidiaries
("Consultants") shall be eligible to participate in the Plan, but shall not
be eligible to receive incentive stock options. The Committee shall select
the Employees and Consultants to receive Grants and
-2-
<PAGE>
determine the number of shares of Company Stock subject to a particular Grant in
such manner as the Committee determines. (Employees and Consultants who receive
Grants under this Plan shall hereinafter be referred to as "Grantees".)
Nothing contained in this Plan shall be construed to (i) limit the right of
the Committee to make Grants under this Plan in connection with the acquisition,
by purchase, lease, merger, consolidation or otherwise, of the business or
assets of any corporation, firm or association, including options granted to
employees thereof who become Employees, or for other proper corporate purpose,
or (ii) limit the right of the Company to grant stock options or make other
awards outside of this Plan.
5. Granting of Options
(a) Number of Shares. The Committee, in its sole discretion, shall
determine the number of shares of Company Stock that will be subject to each
Grant of stock options.
(b) Type of Option and Price. The Committee may grant options intended to
qualify as "incentive stock options" within the meaning of section 422 of the
Code ("Incentive Stock Options") or options which are not intended to so qualify
("Nonqualified Stock Options") or any combination of Incentive Stock Options and
Nonqualified Stock Options (hereinafter collectively the "Stock Options"), all
in accordance with the terms and conditions set forth herein; provided, however,
that Consultants shall not be eligible to receive Incentive Stock Options.
The purchase price of Company Stock subject to a Stock Option shall be
determined by the Committee and may be equal to, greater than, or less than the
Fair Market Value (as defined below) of a share of such Company Stock on the
date such Stock Option is granted; provided, however, that the purchase price of
Company Stock subject to an Incentive Stock Option shall be equal to, or greater
than, the Fair Market Value of a share of such Stock on the date such Stock
Option is granted.
If the Company Stock is traded in a public market, then the "Fair Market
Value" per share shall be, if the principal trading market for the Company Stock
is a national securities exchange or the National Market segment of The NASDAQ
Stock Market, the last reported sale price thereof on the relevant date or (if
there were no trades on that date) the latest preceding date upon which a sale
was reported, or, if the Company Stock is not principally traded on such
exchange or market, the mean between the last reported "bid" and "asked" prices
thereof on the relevant date, as reported on NASDAQ or, if not so reported, as
reported by the National Daily Quotation Bureau, Inc. or as reported in a
customary financial reporting service, as applicable and as the Committee
determines. If the Company Stock is not traded in a public market or subject to
reported transactions or "bid" or "ask" quotations as set forth above, the "Fair
Market Value" per share shall be as determined by the Committee.
(c) Option Term. The Committee shall determine the term of each Stock
Option. The term of any Stock Option shall not exceed ten years from the date
of grant.
(d) Exercisability of Options. Stock Options shall become exercisable
in accordance with the terms and conditions determined by the Committee, in
its sole discretion, and specified in the Grant Instrument. The Committee,
in its sole discretion, may accelerate the exercisability of any or all
outstanding Stock Options at any time for any reason. In addition, all
outstanding Stock Options
-3-
<PAGE>
automatically shall become fully and immediately exercisable upon a Change of
Control (as defined herein) in accordance with the provisions of Section 11.
(e) Manner of Exercise. A Grantee may exercise a Stock Option which has
become exercisable, in whole or in part, by delivering a notice of exercise
to the Committee with accompanying payment of the option price in accordance
with Subsection (g) below. Such notice may instruct the Company to deliver
shares of Company Stock due upon the exercise of the Stock Option to any
registered broker or dealer designated by the Committee ("Designated Broker")
in lieu of delivery to the Grantee. Such instructions must designate the
account into which the shares are to be deposited. The Grantee may tender a
notice of exercise, which has been properly executed by the Grantee and the
aforementioned delivery instructions to any Designated Broker.
(f) Termination of Employment, Disability or Death.
(i) In the event that a Grantee ceases to be an Employee or a
Consultant, as the case may be, of the Company for any reason other than a
"disability", death, or "termination for cause", any Stock Option which is
otherwise exercisable by the Grantee shall terminate unless exercised within
90 days of the date on which the Grantee ceases to be an Employee or
Consultant of the Company (or within such other period of time as may be
specified in the Grant Instrument), but in any event no later than the date
of expiration of the option term. Any of the Grantee's Stock Options which
are not otherwise exercisable as of the date on which the Grantee ceases to
be an Employee or Consultant of the Company shall terminate as of such date.
(ii) In the event the Grantee ceases to be an Employee or
Consultant of the Company on account of a "termination for cause" by the
Company, any Stock Option held by the Grantee shall terminate as of the date
the Grantee ceases to be an Employee or Consultant of the Company.
(iii) In the event the Grantee ceases to be an Employee or
Consultant of the Company because the Grantee is "disabled", any Stock Option
which is otherwise exercisable by the Grantee shall terminate unless
exercised within one year of the date on which the Grantee ceases to be an
Employee or Consultant of the Company (or within such other period of time as
may be specified in the Grant Instrument), but in any event no later than the
date of expiration of the option term. Any of the Grantee's Stock Options
which are not otherwise exercisable as of the date on which the Grantee
ceases to be an Employee or Consultant shall terminate as of such date.
(iv) In the event of the death of the Grantee while the Grantee is
an Employee or Consultant of the Company or within not more than 90 days of
the date on which the Grantee ceases to be an Employee or Consultant of the
Company on account of a termination of employment specified in Section
5(f)(i) of the Plan (or within such other period of time as may be specified
in the Grant Instrument), any Stock Option which is otherwise exercisable by
the Grantee shall terminate unless exercised within one year of the date on
which the Grantee ceases to be an employee of the Company (or within such
other period of time as may be specified in the Grant Instrument), but in any
event no later than the date of expiration of the option term. Any of the
Grantee's Stock Options which are not otherwise exercisable as of the date on
which the Grantee ceases to be an Employee or Consultant shall terminate as
of such date.
-4-
<PAGE>
(v) For purposes of this Section 5(f), the term "Company" shall
include the Company's subsidiaries and the following terms shall be defined
as follows: (A) "disability" shall mean a Grantee's becoming disabled within
the meaning of section 22(e)(3) of the Code and (B) "termination for cause"
shall mean, except to the extent otherwise provided in a Grantee's Grant
Instrument, a finding by the Committee, after full consideration of the facts
presented on behalf of both the Company and the Grantee, that the Grantee has
breached his or her employment or service contract with the Company, or has
been engaged in disloyalty to the Company, including, without limitation,
fraud, embezzlement, theft, commission of a felony or proven dishonesty in
the course of his or her employment or service, or has disclosed trade
secrets or confidential information of the Company. In such event, in
addition to the immediate termination of the Stock Option, the Grantee shall
automatically forfeit all option shares for any exercised portion of a Stock
Option for which the Company has not yet delivered the share certificates
upon refund by the Company of the option price.
(g) Satisfaction of Option Price. The Grantee shall pay the option
price specified in the Grant Instrument in (i) cash, (ii) with the approval
of the Committee, by delivering shares of Company Stock owned by the Grantee
(including Company Stock acquired in connection with the exercise of a Stock
Option, subject to such restrictions as the Committee deems appropriate) and
having a Fair Market Value on the date of exercise equal to the option price
or (iii) through any combination of (i) and (ii). The Grantee shall pay the
option price and the amount of withholding tax due, if any, at the time of
exercise. Shares of Company Stock shall not be issued or transferred upon
exercise of a Stock Option until the option price is fully paid and any
required withholding is made.
(h) Election to Withhold Shares. Grantees may make an election to
satisfy the Company income tax withholding obligation with respect to a Stock
Option by having shares withheld up to an amount that does not exceed the
Grantee's minimum withholding tax rate for federal (including FICA), state
and local tax liabilities. Such election must be in the form and manner
prescribed by the Committee.
(i) Limits on Incentive Stock Options. Each Incentive Stock Option
shall provide that, to the extent that the aggregate Fair Market Value of the
Company Stock on the date of the grant with respect to which Incentive Stock
Options are exercisable for the first time by a Grantee during any calendar
year under the Plan or any other stock option plan of the Company exceeds
$100,000, then such option as to the excess shall be treated as a
Nonqualified Stock Option. An Incentive Stock Option shall not be granted to
any participant who is not an Employee of the Company or any "subsidiary"
within the meaning of section 424(f) of the Code. An Incentive Stock Option
shall not be granted to any Employee who, at the time of grant, owns stock
possessing more than 10 percent of the total combined voting power of all
classes of stock of the Company or any "parent" or "subsidiary" of the
Company within the meaning of section 424(e) and (f) of the Code, unless the
option price per share is not less than 110% of the Fair Market Value of
Company Stock on the date of grant and the option exercise period is not more
than five years from the date of grant.
6. Formula Option Grants to Non-Employee Directors
A Non-Employee Director shall be entitled to receive Nonqualified Stock
Options in accordance with this Section 6.
-5-
<PAGE>
(a) Initial Grant. Each Non-Employee Director who is a member of the
Board on the effective date of this Plan (as specified in Section 20) will
receive a grant of a Nonqualified Stock Option to purchase 10,000 shares of
Company Stock as of such date. Each Non-Employee Director who first becomes
a member of the Board after the effective date of this Plan (as specified in
Section 20), will receive a grant of a Nonqualified Stock Option to purchase
10,000 shares immediately upon the date he or she becomes a member of the
Board.
(b) Annual Grants. On each date that the Company holds its annual
meeting of shareholders, commencing with the 1996 calendar year, each
Non-Employee Director in office both immediately before and after the annual
election of directors will receive a grant of a Nonqualified Stock Option to
purchase 2,500 shares of Company Stock. The date of grant of such annual
Grants shall be the date of such annual meeting of shareholders.
(c) Option Price. The purchase price per share of Company Stock subject
to a Stock Option granted under this Section 6 shall be equal to the Fair
Market Value of a share of Company Stock on the date of grant; provided that
the purchase price for the initial grant provided in Section 6(a) hereof to
Non-Employee Directors who are members of the Board on the effective date of
the Plan (as specified in Section 20) shall be equal to the initial public
offering price of Company Stock.
(d) Option Term. The term of each Stock Option granted pursuant to this
Section 6 shall be five years.
(e) Exercisability. Options granted under this Section 6 shall be fully
and immediately exercisable upon the date of grant.
(f) Administration. The provisions of this Section 6 are intended to
operate automatically and not require administration. However, to the extent
that administrative determinations are required, the provisions of this
Section 6 shall be made by the members of the Board who are not eligible to
receive grants under this Section 6, but in no event shall such
determinations affect the eligibility of Grantees, the determination of the
exercise price, the timing of the grants or the number of shares subject to
Stock Options granted hereunder.
(g) Applicability of Plan Provisions. Except as otherwise provided in,
and not inconsistent with, this Section 6, the Nonqualified Stock Options
granted to Non-Employee Directors shall be subject to the provisions of this
Plan applicable to Nonqualified Stock Options granted to other persons.
7. Restricted Stock Grants
The Committee may issue or transfer shares of Company Stock to an
Employee under a Grant (a "Restricted Stock Grant"), upon such terms as the
Committee deems appropriate. The following provisions are applicable to
Restricted Stock Grants:
(a) General Requirements. Shares of Company Stock issued pursuant to
Restricted Stock Grants may be issued for cash consideration or for no cash
consideration, at the sole discretion of the Committee. The Committee shall
establish conditions under which restrictions on the transfer of shares of
Company Stock shall lapse over a period of time or according to such other
criteria as the
-6-
<PAGE>
Committee deems appropriate. The period of years during which the Restricted
Stock Grant will remain subject to restrictions will be designated in the
Grant Instrument as the "Restriction Period."
(b) Number of Shares. The Committee shall grant to each Grantee a
number of shares of Company Stock pursuant to a Restricted Stock Grant in
such manner as the Committee determines.
(c) Termination of Employment or Services. If the Grantee's employment
or service with the Company terminates during a period designated in the
Grant Instrument as the Restriction Period, or if other specified conditions
are not met, the Restricted Stock Grant shall terminate as to all shares
covered by the Grant as to which restrictions on transfer have not lapsed,
and those shares of Company Stock must be immediately returned to the
Company. The Committee may, however, provide for complete or partial
exceptions to this requirement as it deems equitable.
(d) Restrictions on Transfer and Legend on Stock Certificate. During
the Restriction Period, a Grantee may not sell, assign, transfer, pledge or
otherwise dispose of the shares of Company Stock to which such Restriction
Period applies except to a Successor Grantee under Section 10. Each
certificate for a share issued or transferred under a Restricted Stock Grant
shall contain a legend giving appropriate notice of the restrictions in the
Grant. The Grantee shall be entitled to have the legend removed from the
stock certificate or certificates covering any of the shares subject to
restrictions when all restrictions on such shares have lapsed.
(e) Right to Vote and to Receive Dividends. During the Restriction
Period, unless the Committee determines otherwise, the Grantee shall have the
right to vote shares subject to the Restricted Stock Grant and to receive any
dividends paid on such shares, subject to such restrictions as the Committee
deems appropriate.
(f) Lapse of Restrictions. All restrictions imposed under the
Restricted Stock Grant shall lapse upon the expiration of the applicable
Restriction Period and the satisfaction of any conditions imposed by the
Committee. The Committee may determine, as to any or all Restricted Stock
Grants, that all the restrictions shall lapse without regard to any
Restriction Period. All restrictions under all outstanding Restricted Stock
Grants shall automatically and immediately lapse upon a Change of Control,
unless the Committee determines otherwise.
(g) Election to Withhold Shares. Grantees may make an election to
satisfy the Company's income tax withholding obligation with respect to a
Restricted Stock Grant by having shares withheld up to an amount that does
not exceed the participant's minimum withholding tax rate for federal
(including FICA), state and local tax liabilities. Such election must be in
the form and manner prescribed by the Committee.
8. Stock Appreciation Rights
(a) General Requirements. The Committee may grant stock appreciation
rights ("SARs") to any Grantee in tandem with any Stock Option, for all or a
portion of the applicable Stock Option, either at the time the Stock Option
is granted or at any time thereafter while the Stock Option remains
outstanding; provided, however, that in the case of an Incentive Stock
Option, such rights may be granted only at the time of the Grant of such
Stock Option. Unless the Committee determines otherwise, the base price of
each SAR shall be equal to the greater of (i) the exercise price of the
-7-
<PAGE>
related Stock Option or (ii) the Fair Market Value of a share of Company
Stock as of the date of Grant of such SAR. An SAR is exercisable only during
the period when the Stock Option to which it is related is also exercisable.
(b) Number of SARs. The number of SARs granted to a Grantee which shall
be exercisable during any given period of time shall not exceed the number of
shares of Company Stock which the Grantee may purchase upon the exercise of
the related Stock Option during such period of time. Upon the exercise of a
Stock Option, the SARs relating to the Company Stock covered by such Stock
Option shall terminate. Upon the exercise of SARs, the related Stock Option
shall terminate to the extent of an equal number of shares of Company Stock.
(c) Value of SARs. Upon a Grantee's exercise of some or all of the
Grantee's SARs, the Grantee shall receive in settlement of such SARs an
amount equal to the value of the stock appreciation for the number of SARs
exercised, payable in cash, Company Stock or a combination thereof. The
stock appreciation for an SAR is the difference between the base price of the
SAR as described in subsection (a) and the Fair Market Value of the
underlying Company Stock on the date of exercise of such SAR.
(d) Form of Payment. At the time of such exercise, the Grantee shall
have the right to elect the portion of the amount to be received that shall
consist of cash and the portion that shall consist of Common Stock, which for
purposes of calculating the number of shares of Company Stock to be received,
shall be valued at their Fair Market Value on the date of exercise of such
SARs. The Committee shall have the right to disapprove a Grantee's election
to receive cash in full or partial settlement of the SARs exercised and to
require that shares of Company Stock be delivered in lieu of cash. If shares
of Company Stock are to be received upon exercise of an SAR, cash shall be
delivered in lieu of any fractional share.
9. Performance Units
(a) General Requirements. The Committee may grant performance units
("Performance Units") to any Grantee. Each Performance Unit shall represent
the right of a Grantee to receive an amount equal to the value of the
Performance Unit, determined in the manner established by the Committee at
the time of grant.
(b) Performance Period. At the time of grant of each Performance Unit,
the Committee shall establish a performance period during which performance
shall be measured ("Performance Period"). There may be more than one grant
in existence at any one time, and Performance Periods may differ.
(c) Performance Goals. Prior to the beginning of a Performance Period,
the Committee shall establish in writing performance goals for the Company
and its various operating units ("Performance Goals"). The Performance Goals
will be comprised of specified annual levels of one or more performance
criteria as the Committee may deem appropriate such as: earnings per share,
net earnings, operating earnings, unit volume, net sales, market share,
balance sheet measurements, cash return on assets, shareholder return, or
return on capital. The Committee may disregard or offset the effect of any
special charges or gains or cumulative effect of a change in accounting in
determining the attainment of Performance Goals. Awards of Performance Units
may also be payable when Company
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performance, as measured by one or more of the above criteria, as compared to
peer companies, meets or exceeds an objective target established by the
Committee.
(d) Performance Measures. Performance Units shall be granted to a
Grantee contingent upon the attainment of Performance Goals in accordance
with Section 9(c).
(e) Performance Unit Value. Each Performance Unit shall have a maximum
dollar value established by the Committee at the time of the of the grant.
Performance Units earned will be determined by the Committee in respect of a
Performance Period in relation to the degree of attainment of Performance
Goals. The measure of a Performance Unit may, in the Committee's discretion,
be equal to the Fair Market Value of a share of Company Stock.
(f) Grant Criteria. In determining the number of Performance Units to
be granted to any Grantee, the Committee shall take into account the
Grantee's responsibility level, performance, potential, cash compensation
level, other incentive awards, and such other considerations as it deems
appropriate.
(g) Announcement of Grants. The Committee shall certify and announce
the results for each Performance Period to all Grantees immediately following
the announcement of the Company's financial results for the Performance
Period and the filing of its Form 10-K, normally within 90 days following the
end of such Performance Period.
(h) Payment. Following the end of a Performance Period, a Grantee
holding Performance Units will be entitled to receive payment of an amount,
not exceeding the maximum value of the Performance Units, based on the
achievement of the Performance Goals for such Performance Period, as
determined by the Committee. Payment of Performance Units shall be made in
cash, except that, in the discretion of the Committee, Performance Units
which are measured using Company Stock may be paid in shares of Company
Stock. Payment shall be made in a lump sum or in installments and shall be
subject to such other terms and conditions as shall be determined by the
Committee.
(i) Termination of Employment or Services and Change in Control.
(i) A Performance Unit Grant shall terminate for all purposes if
the Grantee does not remain continuously in the employ or service of the
Company at all times during the applicable Performance Period, except as may
otherwise be determined by the Committee, provided that in the event the
Grantee terminates employment with the Company within 12 months following a
Change of Control, a percentage of the Performance Unit payments, if any, for
the full Performance Period in which the Grantee so terminates equal to the
percentage of the Performance Period during which the Grantee was in the
employ or service of the Company and all amounts for the prior Performance
Period, if not then distributed, shall be distributed to such Grantee in a
lump sum.
(ii) In the event that a Grantee holding a Performance Unit
terminates employment with or ceases to provide services to the Company
following the end of the applicable Performance Period, but prior to full
payment according to the terms of the Performance Unit award, payment shall
be made in accordance with the terms established by the Committee for the
payment of such Performance Unit.
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10. Transferability of Grants
Only the Grantee or his or her authorized representative may exercise
rights under a Grant. Such persons may not transfer those rights except by
will or by the laws of descent and distribution or, with respect to Grants
other than Incentive Stock Options, if permitted in any specific case by the
Committee in its sole discretion, pursuant to a qualified domestic relations
order as defined under the Code or Title I of the Employee Retirement Income
Security Act of 1974, as amended or the regulations thereunder . When a
Grantee dies, the representative or other person entitled to succeed to the
rights of the Grantee ("Successor Grantee") may exercise such rights. A
Successor Grantee must furnish proof satisfactory to the Company of his or
her right to receive the Grant under the Grantee's will or under the
applicable laws of descent and distribution. Notwithstanding the foregoing,
the Committee may provide, in a Grant Instrument, that a Grantee may transfer
Nonqualified Stock Options to his or her children, grandchildren or spouse or
to one or more trusts for the benefit of such family members or to
partnerships in which such family members are the only partners (a "Family
Transfer"), provided that the Grantee receives no consideration for a Family
Transfer and the Grant Instruments relating to Nonqualified Stock Options
transferred in a Family Transfer continue to be subject to the same terms and
conditions that were applicable to such Nonqualified Stock Options
immediately prior to the Family Transfer.
11. Change of Control of the Company
As used herein, a "Change of Control" shall be deemed to have occurred if:
(a) A liquidation or dissolution of the Company (excluding transfers to
subsidiaries) or the sale of all or substantially all of the Company's assets
occurs;
(b) As a result of a tender offer, stock purchase, other stock
acquisition, merger, consolidation, recapitalization, reverse split or sale
or transfer of assets, any person or group (as such terms are used in and
under Section 13(d)(3) or 14(d)(2) of the Exchange Act) becomes the
beneficial owner (as defined in Rule 13-d under the Exchange Act), directly
or indirectly, of securities of the Company representing more than 40% of the
common stock of the Company or the combined voting power of the Company's
then outstanding securities; provided, however, that for purposes of this
subsection 11(b), a person or group shall not include the Company or any
subsidiary or any employee benefit plan (or related trust) sponsored or
maintained by the Company or any subsidiary, or Marvin I. Weinberger, any
affiliate of Marvin I. Weinberger or any holders of the Class B Common Stock
of the Company;
(c) If at least a majority of the Board at any time does not consist of
individuals who were elected, or nominated for election, by directors in
office at the time of such election or nomination; or
(d) The Company merges or consolidates with any other corporation (other
than a wholly owned subsidiary) and is not the surviving corporation (or
survives only as a subsidiary of another corporation).
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12. Consequences of a Change of Control
(a) Notice.
(i) If a Change of Control described in Section 11(a), (b) or (d)
will occur, then, not later than 10 days after the approval by the
shareholders of the Company (or approval by the Board, if shareholder action
is not required) of such Change of Control, the Company shall give each
Grantee with any outstanding Stock Options or SARs written notice of such
proposed Change of Control.
(ii) If a Change of Control described in Section 11(b) may occur
without approval by the shareholders (or approval by the Board) and does so
occur, or if a Change of Control described in Section 11(c) occurs, then, not
later than 10 days after such Change of Control, the Company shall give each
Optionee with any outstanding Stock Options or SARs written notice of the
Change of Control.
(b) Election Period. In connection with the Change of Control and
effective only upon such Change of Control, each Grantee shall thereupon have
the right, within 90 days after such written notice is sent by the Company
(the "Election Period"), to make an election as described in Subsection (c)
with respect to all of his or her outstanding Stock Options or SARs (whether
the right to exercise such Stock Options or SARs has then accrued or the
right to exercise such Stock Options or SARs will accrue or has accrued upon
the Change of Control).
(c) Election Right. During the Election Period, each Grantee shall have
the right to elect to exercise in full any installments of such Stock Options
or SARs not previously exercised.
(d) Termination of Stock Options. If a Grantee does not make a timely
election in accordance with Subsection (c) in connection with a Change of
Control where the Company is not the surviving corporation (or survives only
as a subsidiary of another corporation), the Grantee's Stock Options or SARs
shall terminate as of the Change of Control. Notwithstanding the foregoing,
a Stock Option or SAR will not terminate if assumed by the surviving or
acquiring corporation, or its parent, upon a merger or consolidation and,
with respect to an Incentive Stock Option, the assumption of the Stock Option
occurs under circumstances which are not deemed a modification of the Stock
Option within the meaning of sections 424(a) and 424(h)(3)(A) of the Code.
(e) Accounting and Tax Limitations. Notwithstanding the foregoing,
(i) if the right described in Subsection (c) in connection with SARs
would make the applicable Change of Control ineligible for pooling of
interests accounting treatment or make such Change of Control ineligible for
desired tax treatment with respect to such Change of Control and, but for
those provisions, the Change of Control would otherwise qualify for such
treatment, the Grantee shall receive shares of Company Stock with a Fair
Market Value equal to the cash that would otherwise be payable pursuant to
Subsection (c) in substitution for the cash, and
(ii) if the termination of the Stock Options described in Subsection
(d) would make the applicable Change of Control ineligible for pooling of
interests accounting treatment and, but for such provision, the Change of
Control would otherwise qualify for such treatment, each affected Grantee
shall receive a replacement or substitute stock option issued by the
surviving or acquiring corporation.
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13. Amendment and Termination of the Plan
(a) Amendment. The Board may amend or terminate the Plan at any time;
provided, however, that any amendment that increases the aggregate number (or
individual limit for any single Grantee) of shares of Company Stock that may
be issued or transferred under the Plan (other than by operation of Section
3(b)), or modifies the requirements as to eligibility for participation in
the Plan, shall be subject to approval by the shareholders of the Company and
provided, further, that the Board shall not amend the Plan without
shareholder approval if such approval is required by Section 162(m) of the
Code.
(b) Termination of Plan. The Plan shall terminate on the day
immediately preceding the tenth anniversary of its effective date unless
terminated earlier by the Board or unless extended by the Board with the
approval of the shareholders.
(c) Termination and Amendment of Outstanding Grants. A termination or
amendment of the Plan that occurs after a Grant is made shall not materially
impair the rights of a Grantee unless the Grantee consents or unless the
Committee acts under Section 21(b) hereof. The termination of the Plan shall
not impair the power and authority of the Committee with respect to an
outstanding Grant. Whether or not the Plan has terminated, an outstanding
Grant may be terminated or amended under Section 21(b) hereof or may be
amended by agreement of the Company and the Grantee consistent with the Plan.
(d) Governing Document. The Plan shall be the controlling document. No
other statements, representations, explanatory materials or examples, oral or
written, may amend the Plan in any manner. The Plan shall be binding upon
and enforceable against the Company and its successors and assigns.
14. Funding of the Plan
This Plan shall be unfunded. The Company shall not be required to
establish any special or separate fund or to make any other segregation of
assets to assure the payment of any Grants under this Plan. In no event
shall interest be paid or accrued on any Grant, including unpaid installments
of Grants.
15. Rights of Participants
Except as provided in Section 6, nothing in this Plan shall entitle any
Employee, Consultant or other person to any claim or right to be granted a
Grant under this Plan. Neither this Plan nor any action taken hereunder
shall be construed as giving any individual any rights to be retained by or
in the employ of the Company or any other employment rights.
16. No Fractional Shares
No fractional shares of Company Stock shall be issued or delivered
pursuant to the Plan or any Grant. The Committee shall determine whether
cash, other awards or other property shall be issued or paid in lieu of such
fractional shares or whether such fractional shares or any rights thereto
shall be forfeited or otherwise eliminated.
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17. Withholding of Taxes
The Company shall have the right to deduct from all Grants paid in cash,
or from other wages paid to an employee of the Company, any federal, state or
local taxes required by law to be withheld with respect to such cash awards
and, in the case of Grants paid in Company Stock, the Grantee or other person
receiving such shares shall be required to pay to the Company the amount of
any such taxes which the Company is required to withhold with respect to such
Grants, or the Company shall have the right to deduct from other wages paid
to the employee by the Company the amount of any withholding due with respect
to such Grants.
18. Requirements for Issuance of Shares
No Company Stock shall be issued or transferred in connection with any
Grant hereunder unless and until all legal requirements applicable to the
issuance or transfer of such Company Stock have been complied with to the
satisfaction of the Committee. The Committee shall have the right to
condition any Grant made to any Grantee hereunder on such Grantee's
undertaking in writing to comply with such restrictions on his or her
subsequent disposition of such shares of Company Stock as the Committee shall
deem necessary or advisable as a result of any applicable law, regulation or
official interpretation thereof, and certificates representing such shares
may be legended to reflect any such restrictions. Certificates representing
shares of Company Stock issued under the Plan will be subject to such
stop-transfer orders and other restrictions as may be applicable under such
laws, regulations and other obligations of the Company, including any
requirement that a legend or legends be placed thereon.
19. Headings
Section headings are for reference only. In the event of a conflict
between a title and the content of a Section, the content of the Section
shall control.
20. Effective Date of the Plan
This Plan became effective upon consummation of the initial public
offering of the Company Stock. The amendment and restatement of the Plan was
effective as of April 1, 1997.
21. Miscellaneous
(a) Substitute Grants. The Committee may make a Grant to an employee of
another corporation who becomes an Employee by reason of a corporate merger,
consolidation, acquisition of stock or property, reorganization or
liquidation involving the Company or any of its subsidiaries in substitution
for a stock option or restricted stock grant made by such corporation
("Substituted Stock Incentives"). The terms and conditions of the substitute
grant may vary from the terms and conditions required by the Plan and from
those of the Substituted Stock Incentives. The Committee shall prescribe the
provisions of the substitute grants.
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(b) Compliance with Law. The Plan, the exercise of Stock Options and
the obligations of the Company to issue or transfer shares of Company Stock
under Grants shall be subject to all applicable laws and to approvals by any
governmental or regulatory agency as may be required. With respect to
persons subject to Section 16 of the Exchange Act, it is the intent of the
Company that the Plan and all transactions under the Plan comply with all
applicable provisions of Rule 16b-3 or its successors under the Exchange Act.
The Committee may revoke any Grant if it is contrary to law or modify a
Grant to bring it into compliance with any valid and mandatory government
regulation. The Committee may also adopt rules regarding the withholding of
taxes on payments to Grantees. The Committee may, in its sole discretion,
agree to limit its authority under this Section.
(c) Ownership of Stock. A Grantee or Successor Grantee shall have no
rights as a shareholder with respect to any shares of Company Stock covered
by a Grant until the shares are issued or transferred to the Grantee or
Successor Grantee on the stock transfer records of the Company.
(d) Governing Law. The validity, construction, interpretation and
effect of the Plan and Grant Instruments issued under the Plan shall
exclusively be governed by and determined in accordance with the law of the
Commonwealth of Pennsylvania.
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Exhibit 5.1
Morgan, Lewis & Bockius LLP
2000 One Logan Square
Philadelphia, PA 19103
October 8, 1997
Infonautics, Inc.
900 West Valley Road, Suite 1000
Wayne, Pennsylvania 19087
Re: Infonautics, Inc. - Form S-8 Registration Statement
Relating to 1996 Equity Compensation Plan
Ladies and Gentlemen:
As your counsel, we have assisted in the preparation of the above-referenced
registration statement (the "Registration Statement") for filing with the
Securities and Exchange Commission pursuant to the Securities Act of 1933, as
amended (the "Act"), and the rules and regulations promulgated thereunder.
The Registration Statement relates to 500,000 shares of Class A Common Stock,
no par value (the "Class A Common Stock"), of Infonautics, Inc. (the
"Registrant"), which may be issued pursuant to the 1996 Equity Compensation
Plan, as amended and restated as of April 1, 1997 and as of September 23, 1997
(the "Plan"). We have examined the Registrant's Articles of Incorporation,
as amended, By-Laws, as amended, minutes and such other documents, and have
made such inquiries of the Registrant's officers, as we have deemed
appropriate. In our examination, we have assumed the genuineness of all
signatures, the authenticity of all items submitted to us as originals, and the
conformity with originals of all items submitted to us as copies.
Based upon the foregoing, it is our opinion that the Registrant's Class A Common
Stock originally issued by the Registrant to eligible participants through the
Plan, when issued and delivered as contemplated by the Plan, will be legally
issued, fully paid and non-assessable.
We hereby consent to the use of this opinion as Exhibit 5.1 to the Registration
Statement. In giving such consent, 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
<PAGE>
Exhibit 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this Registration Statement on
Form S-8 of our report dated February 14, 1997, on our audits of the
consolidated financial statements and financial statement schedule of
Infonautics, Inc. and its subsidiaries as of December 31, 1996 and December 31,
1995, and for each of the three years in the period ended December 31, 1996,
which reports are incorporated by reference or included in the Annual Report on
Form 10-K of Infonautics, Inc. for the year ended December 31, 1996.
Coopers & Lybrand, L.L.P.
2400 Eleven Penn Center
Philadelphia, PA
October 6, 1997
