<PAGE>
As filed with the Securities and Exchange Commission on April 24, 1997
REGISTRATION NO. 333 -
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-----------------------------------
FORM S-8
REGISTRATION STATEMENT
UNDER THE
SECURITIES ACT OF 1933
-----------------------------------
ADVANCED DEPOSITION TECHNOLOGIES, INC.
(Exact name of Registrant as specified in its charter)
DELAWARE 04-2865714
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
580 MYLES STANDISH BOULEVARD
TAUNTON, MASSACHUSETTS 02780
(508) 823-0707
(Address of Principal Executive Offices)
1997 STOCK AWARD PLAN
(Full title of the plan)
GLENN J. WALTERS, PRESIDENT
ADVANCED DEPOSITION TECHNOLOGIES, INC.
580 MYLES STANDISH BOULEVARD
TAUNTON, MASSACHUSETTS 02780
(508) 823-0707
(Name, address, including zip code, and telephone number, including area
code, of agent for service)
-----------------------------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
========================================================================================================
Proposed Proposed
Title of maximum maximum
securities to be Amount to be offering price aggregate Amount of
registered registered/(1)/ per share/(2)/ offering price/(2)/ registration fee
- --------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, $.01 par value 10,000 $3.84 $38,400 $11.64
========================================================================================================
</TABLE>
(1) The number of shares of common stock, par value $.01 per share ("Common
Stock"), stated above consists of the aggregate number of shares which may
be issued under the Advanced Deposition Technologies, Inc. 1997 Stock Award
Plan (the "Plan").
(2) This calculation is made solely for the purpose of determining the
registration fee pursuant to the provisions of Rule 457(h) under the
Securities Act on the basis of the average of the bid and asked prices per
share of the Common Stock as reported by the Nasdaq SmallCap Market as of
April 23, 1997.
================================================================================
<PAGE>
EXPLANATORY NOTE
----------------
In accordance with the instructional Note to Part I of Form S-8 as
promulgated by the Securities and Exchange Commission, the information specified
by Part I of Form S-8 has been omitted from this Registration Statement on Form
S-8 for offers of Common Stock pursuant to the Plan.
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Certain Documents by Reference.
- --------------------------------------------------------
The following documents filed by the Registrant with the Commission are
incorporated herein by reference:
(a) The Company's Annual Report on Form 10-KSB for the fiscal year ended
December 31, 1996.
(b) The Company's current report on Form 8-K dated February 20, 1997.
(c) The description of the Common Stock contained in the Company's
Registration Statement on Form S-3, filed with the Commission on May 13, 1996.
All reports and other documents filed by the Registrant after the date hereof
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act
of 1934 prior to the filing of a post-effective amendment which indicates that
all securities offered hereby have been sold or which deregisters all securities
then remaining unsold, shall be deemed to be incorporated by reference herein
and to be part hereof from the date of filing of such reports and 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 following provisions, or otherwise, the Company has been advised
that in the opinion of the Securities and Exchange 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 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 includes the
following language:
<PAGE>
To the maximum extent permitted by Section 102(b)(7) of the General
Corporation Law of Delaware, a director of this Corporation shall not be
personally liable to the Corporation or its stockholders, for monetary damages
for breach of fiduciary duty as a director, except (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, or (iv) for any transaction from which the director derived
an improper personal benefit.
Delaware General Corporation Law, Section 145, permits a corporation organized
under Delaware law to indemnify directors and officers with respect to any
matter in which the director or officer acted in good faith and in a manner he
reasonably believed to be not opposed to the best interests of the Company, and,
with respect to any criminal action, had reasonable cause to believe his conduct
was lawful. The By-laws of the Company include the following provision:
Reference is made to Section 145 and any other relevant provisions of the
General Corporation Law of the State of Delaware. Particular reference is
made to the class of persons, hereinafter called "Indemnitees", who may be
indemnified by a Delaware corporation pursuant to the provisions of such
Section 145, namely, any person, or the heirs, executors, or administrators of
such person, who was or is a party or is threatened to be made a party to any
threatened, pending or completed action, suit, or proceeding, whether civil,
criminal, administrative, or investigative, by reason of the fact that such
person is or was a director, officer, employee, or agent of such corporation
or is or was serving at the request of such corporation as a director,
officer, employee or agent of such corporation or is or was serving at the
request of such corporation as a director, officer, employee, or agent of
another corporation, partnership, joint venture, trust, or other enterprise.
The Corporation shall, and is hereby obligated to, indemnify the Indemnities,
and each of them, in each and every situation where the Corporation is
obligated to make such indemnification pursuant to the aforesaid statutory
provisions. The Corporation shall indemnify the Indemnitees, and each of
them, in each and every situation where, under the aforesaid statutory
provisions, the Corporation is not obligated, but is nevetheless permitted or
empowered, to make such indemnification, it being understood that, before
making such indemnification, with respect to any situation covered under this
sentence, (i) the Corporation shall promptly make or cause to be made, by any
of the methods referred to in Subsection (d) of such Section 145, a
determination as to whether each Indemnitee acted in good faith and in a
manner he reasonably believed to be in, or not opposed to, the best interests
of the Corporation, and, in the case of any criminal action or proceeding, had
no reasonable cause to believe that his conduct was unlawful, and (ii) that no
such indemnification shall be made unless it is determined that such
Indemnitee acted in good faith and in a manner he reasonably believed to be
in, or not opposed to, the best interests of the Corporation, and, in the case
of any criminal action or proceeding, had no reasonable cause to believe that
his conduct was unlawful.
2
<PAGE>
Item 7. Exemption from Registration Claimed.
- --------------------------------------------
Not applicable.
Item 8. Exhibits.
- -----------------
(4.1) Certificate of Incorporation was filed as Exhibit 4d to the Company's
Form S-8 filed with the Securities and Exchange Commission on December
11, 1996 and is incorporated herein by reference.
(4.2) By-laws was filed as Exhibit 4e to the Company's Form S-8 filed with
the Securities and Exchange Commission on December 11, 1996 and is
incorporated herein by reference.
.
(5) Opinion of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. as to
the legality of shares being registered.
(23.1) Consent of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.
(included in opinion of counsel filed as Exhibit 5).
(23.2) Consent of BDO Seidman, LLP
(23.3) Consent of Arthur Andersen LLP
(24) Power of Attorney to file future amendments (set forth on the
signature page of this Registration Statement.)
(99.1) 1997 Stock Award Plan
Item 9. Undertakings.
- ---------------------
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this Registration Statement:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising after
the effective date of the Registration Statement (or the most recent
post-effective amendment thereof) which, individually or in the
aggregate, represents a fundamental change in the information set forth
in the Registration Statement. Notwithstanding the foregoing, any
increase or decrease in volume of securities offered (if the total dollar
value of securities offered would not exceed that which was registered)
and any deviation from the low or high end of the estimated maximum
offering range may be reflected in the form of prospectus filed with the
Commission pursuant to Rule 424(b) (Section 230.424(b) of this chapter)
if, in the aggregate, the changes in volume and price represent no more
than a 20% change in the maximum aggregate offering price
3
<PAGE>
set forth in the "Calculation of Registration Fee" table in the effective
Registration Statement.
(iii) To include any material information with respect to the plan
of distribution not previously disclosed in the Registration Statement or
any material change to such information in the Registration Statement;
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply
if the Registration Statement is on Form S-3 or Form S-8, and the information
required to be included in a post-effective amendment by those paragraphs is
contained in periodic reports filed by the Registrant pursuant to Section 13
or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated
by reference in this Registration Statement.
(2) That, for the purpose of determining any liability under the Securities
Act of 1933, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment any of
the securities being registered which remain unsold at the termination of the
offering.
(b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of
the Registrant's annual report pursuant to Section 13(a) or Section 15(d) of
the Securities Exchange Act of 1934 that is incorporated by reference in
this Registration Statement shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of
such securities at that time shall be deemed to be the initial bona fide
offering thereof.
(c) Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of
the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable. In the event that a
claim for indemnification against such liabilities (other than the payment
by the Registrant of expenses incurred or paid by a director, officer or
controlling person of the Registrant in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered, the
Registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against
public policy as expressed in the Act and will be governed by the final
adjudication of such issue.
4
<PAGE>
SIGNATURES
The Registrant. 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 Taunton, Massachusetts on April 24, 1997.
ADVANCED DEPOSITION
TECHNOLOGIES, INC.
By /s/ Glenn J. Walters
----------------------
Glenn J. Walters
President
Each person whose signature appears below constitutes and appoints Glenn J.
Walters 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, and in
any and all capacities, to sign any and all amendments (including post-effective
amendments) to this Registration Statement on Form S-8, and to file the same,
with all exhibits thereto and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorney-in-fact and
agent, full power and authority to do and perform each and every act and thing
requisite or necessary to be done in or about the premises, as full to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorney-in-fact and agent or his substitute may
lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed by the following persons in the capacities and on the
dates indicated.
Signature Title Date
--------- ----- ----
<TABLE>
<CAPTION>
<S> <C> <C>
/s/ Glenn J. Walters
- ---------------------- Chief Executive Officer, April 24, 1997
Glenn J. Walters President and Director
(principal executive officer)
/s/Gordon E. Walters
- ---------------------- Chairman of the Board April 24, 1997
Gordan E. Walters of Directors
/s/ Mark R. Thomas
- ---------------------- Chief Financial Officer April 24, 1997
Mark R. Thomas and Director
(Principal financial and
accounting officer)
</TABLE>
5
<PAGE>
<TABLE>
<CAPTION>
<S> <C> <C>
/s/ Dr. Charles R. Buffler
- ---------------------------- Director April 24, 1997
Dr. Charles R. Buffler
/s/ Salvatore F. D'Amato
- ---------------------------- Director April 24, 1997
Salvatore F. D'Amato
/s/ John J. Moroney
- ---------------------------- Director April 24, 1997
John J. Moroney
/s/ Robert M. Pozzo
- ---------------------------- Director April 24, 1997
Robert M. Pozzo
</TABLE>
6
<PAGE>
ADVANCED DEPOSITION TECHNOLOGIES, INC.
INDEX TO EXHIBITS FILED WITH
FORM S-8 REGISTRATION STATEMENT
<TABLE>
<CAPTION>
Exhibit
Number Description
- ------- ---------------------------------------------------
<S> <C>
(4.1) Certificate of Incorporation was filed as Exhibit
4d to the Company's Form S-8 filed with the
Securities and Exchange Commission on December 11,
1996 and is incorporated herein by reference.
(4.2) By-laws was filed as Exhibit 4e to the Company's
Form S-8 filed with the Securities and Exchange
Commission on December 11, 1996 and is
incorporated herein by reference.
(5) Opinion of Mintz, Levin, Cohn, Ferris, Glovsky and
Popeo, P.C. as to the legality of shares being
registered.
(23.1) Consent of Mintz, Levin, Cohn, Ferris, Glovsky and
Popeo, P.C. (included in opinion of counsel filed
as Exhibit 5).
(23.2) Consent of BDO Seidman, LLP
(23.3) Consent of Arthur Andersen LLP.
(24) Power of Attorney to file future amendments (set
forth on the signature page of this Registration
Statement.)
(99.1) 1997 Stock Award Plan
</TABLE>
7
<PAGE>
EXHIBIT 5
---------
MINTZ, LEVIN, COHN, FERRIS, GLOVSKY AND POPEO, P.C.
ONE FINANCIAL CENTER
BOSTON, MASSACHUSETTS 02111
701 Pennsylvania Avenue, N.W. Telephone: 617/542-6000
Washington, D.C. 20004 Fax: 617/542-2241
Telephone: 202/434-7300 www.Mintz,com
Fax: 202/434-7400
April 24, 1997
Advanced Deposition Technologies, Inc.
580 Myles Standish Boulevard
Traunton, Massachusetts 02780
Gentlemen:
We have acted as counsel to Advanced Deposition Technologies, Inc., a Delaware
corporation (the "Company"), in connection with the preparation and filing with
the Securities and Exchange Commission of a Registration Statement on Form S-8
(the "Registration Statement"), pursuant to which the Company is registering the
issuance under the Securities Act of 1933, as amended, of a total of 10,000
shares (the "Shares") of its common stock, $0.1 par value per share (the "Common
Stock"). This opinion is being rendered in connection with the filing of the
Registration Statement. All capitalized terms used herein and not otherwise
defined shall have the respective meanings given to them in the Registration
Statement.
In connection with this opinion, we have examined the Company's Certificate of
Incorporation and By-laws both as currently in effect; such other records of the
corporate proceedings of the Company and certificates of the Company's officers
as we have deemed relevant; and the Registration Statement and the
exhibits thereto.
In our examination, we have assumed the genuineness of all signatures, the
legal capacity of natural persons, the authenticity of all documents submitted
to us as originals, the conformity to original documents of all documents
submitted to us as certified or photostatic copies and the authenticity of the
originals of such copies.
Based upon the foregoing, we are of the opinion that (i) the Shares have been
duly and validly authorized by the Company and (ii) the Shares, when issued,
will be duly and validly issued, fully paid and non-assessable shares of the
Common Stock.
Our opinion is limited to the General Corporation laws of the State of
Delaware, and we express no opinion with respect to the laws of any other
jurisdiction. No opinion is expressed herein with respect to the qualification
of the Shares under the securities or blue sky laws of any state or any foreign
jurisdiction.
<PAGE>
Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.
Advanced Deposition Technologies, Inc.
April 24, 1997
Page 2
We understand that you wish to file this opinion as an exhibit to the
Registration Statement, and we hereby consent thereto.
Very truly yours,
Mintz, Levin, Cohn, Ferris,
Glovsky and Popeo, P.C.
<PAGE>
EXHIBIT 23.2
------------
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
Advanced Deposition Technologies, Inc.
Taunton, Massachusetts
We hereby consent to the incorporation by reference in the Prospectus
constituting a part of this Registration Statement of our report dated February
14, 1997, relating to the consolidated financial statements of Advanced
Deposition Technologies, Inc. appearing in the Company's Annual Report on Form
10-KSB for the year ended December 31, 1996.
BDO Seidman, LLP
Boston, Massachusetts
April 17, 1997
<PAGE>
EXHIBIT 23.3
------------
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this registration statement of our report dated March 26, 1996
(except with respect to the matters discussed in Note 3, as of which the date is
July 8, 1996) included in Advanced Deposition Technologies, Inc.'s Form 10-KSB-A
for the year ended December 31, 1996 and to all references to our Firm included
in this registration statement.
Arthur Andersen LLP
Boston, Massachusetts
April 17, 1997
<PAGE>
Exhibit 99.1
------------
ADVANCED DEPOSITION TECHNOLOGIES, INC.
--------------------------------------
1997 STOCK AWARD PLAN
1. DEFINITIONS.
-----------
Unless otherwise specified or unless the context otherwise requires, the
following terms, as used in this Advanced Deposition Technologies, Inc. 1997
Stock Award Plan, have the following meanings:
Administrator means the Board of Directors, unless it has delegated power
-------------
to act on its behalf to a committee, in which case the Administrator
means the Committee.
Board of Directors means the Board of Directors of the Company.
------------------
Committee means the Committee of the Board of Directors to which the
---------
Board of Directors has delegated power to act under or pursuant to the
provisions of the Plan.
Company means Advanced Deposition Technologies, Inc., a Delaware
-------
corporation.
Key Employee means an employee of the Company (including, without
------------
limitation, an employee who is also serving as an officer or director of
the Company), designated by the Administrator to be eligible to be
granted one or more Stock Grants under the Plan.
Participant means a Key Employee to whom one or more Stock Grants are
-----------
made under the Plan.
Plan means this Advanced Deposition Technologies, Inc. 1997 Stock Award
----
Plan.
Shares means shares of the common stock, $.01 par value per share, as to
------
which Stock Grants have been or may be made under the Plan. The Shares
issued upon acceptance of Stock Grants made under the Plan may be
authorized and unissued shares or shares held by the Company in its
treasury, or both.
Stock Agreement means an agreement between the Company and a Participant
---------------
executed and delivered pursuant to the Plan, in such form as the
Administrator shall approve.
Stock Grant means a grant by the Company of Shares under the Plan.
-----------
<PAGE>
2. PURPOSES OF THE PLAN.
--------------------
The Plan is intended to encourage ownership of Shares by Key Employees of the
Company in order to attract and retain such people, to induce them to work for
the benefit of the Company and to provide additional incentive for them to
promote the success of the Company.
3. SHARES SUBJECT TO THE PLAN.
--------------------------
The number of Shares which may be issued from time to time pursuant to this
Plan shall be 10,000.
4. ADMINISTRATION OF THE PLAN.
--------------------------
The Administrator of the Plan will be the Board of Directors, except to the
extent the Board of Directors delegates its authority to the Committee, in which
case the Committee shall be the Administrator. Subject to the provisions of the
Plan, the Administrator is authorized to:
a. Interpret the provisions of the Plan or of any Stock Grant or Stock
Agreement and to make all rules and determinations which it deems
necessary or advisable for the administration of the Plan;
b. Determine which employees of the Company shall be designated as Key
Employees and which of the Key Employees shall receive Stock Grants;
c. Determine the number of Shares for which a Stock Grant or Stock Grants
shall be made and the purchase price, if any, for the Shares; and
d. Specify the terms and conditions upon which Stock Grants may be made.
Subject to the foregoing, the interpretation and construction by the
Administrator of any provisions of the Plan or of any Stock Grant made under it
shall be final, unless otherwise determined by the Board of Directors, if the
Administrator is the Committee.
5. ELIGIBILITY FOR PARTICIPATION.
-----------------------------
The Administrator will, in its sole discretion, name the Participants in the
Plan, provided, however, that each Participant must be a Key Employee of the
Company at the time a Stock Grant is made. The granting of any Stock Grant to
any individual shall neither entitle that individual to, nor disqualify him or
her from, participation in any other grant of Stock Grants.
6. TERMS AND CONDITIONS OF STOCK GRANTS.
------------------------------------
Each offer of a Stock Grant to a Participant shall state the date prior to
which the Stock Grant must be accepted by the Participant, and the principal
terms of each Stock Grant shall be set forth in a Stock Agreement. The Stock
Agreement shall be in a form approved by the Administrator and shall contain
terms and conditions which the Administrator determines to be appropriate and in
the best interest of the Company.
2
<PAGE>
7. ACCEPTANCE OF STOCK GRANT AND ISSUE OF SHARES.
---------------------------------------------
A Stock Grant (or any part or installment thereof) shall be accepted by
executing the Stock Agreement and delivering it to the Company at its principal
office address, together with provision for payment of the full purchase price,
if any, in accordance with this Paragraph for the Shares as to which such Stock
Grant is being accepted, and upon compliance with any other conditions set forth
in the Stock Agreement. Payment of the purchase price for the Shares as to
which such Stock Grant is being accepted shall be made in United States dollars
in cash or by check, or in such other form as may be determined by the
Administrator.
The Company shall then reasonably promptly deliver the Shares as to which such
Stock Grant was accepted to the Participant. In determining what constitutes
"reasonably promptly," it is expressly understood that the issuance and delivery
of the Shares may be delayed by the Company in order to comply with any law or
regulation (including, without limitation, state securities or "blue sky" laws)
which requires the Company to take any action with respect to the Shares prior
to their issuance.
8. RIGHTS AS A SHAREHOLDER.
-----------------------
No Participant to whom a Stock Grant has been made shall have rights as a
shareholder with respect to any Shares covered by such Stock Grant, except after
due acceptance of the Stock Grant and tender of the full purchase price, if any,
for the Shares being purchased pursuant to such acceptance and registration of
the Shares in the Company's share register in the name of the Participant.
9. ASSIGNABILITY AND TRANSFERABILITY OF STOCK GRANTS.
-------------------------------------------------
By its terms, a Stock Grant offered to a Participant shall not be transferable
by the Participant other than by will or by the laws of descent and distribution
and may be accepted, during the Participant's lifetime, only by such Participant
(or by his or her legal representative). Such Stock Grant shall not be
assigned, pledged or hypothecated in any way (whether by operation of law or
otherwise) and shall not be subject to execution, attachment or similar process.
Any attempted transfer, assignment, pledge, hypothecation or other disposition
of any Stock Grant or of any rights granted thereunder contrary to the
provisions of this Plan, or the levy of any attachment or similar process upon a
Stock Grant, shall be null and void.
10. EFFECT OF TERMINATION OF SERVICE ON STOCK GRANTS.
------------------------------------------------
In the event of a termination of employment with the Company for any reason
before the Participant has accepted a Stock Grant, such offer shall terminate.
11. WITHHOLDING.
-----------
Any federal, state, or local income taxes, employment taxes, Federal Insurance
Contributions Act ("F.I.C.A.") withholdings or other amounts required by
applicable law or governmental regulation to be withheld from the Participant's
salary, wages or other remuneration in connection with the acceptance of a Stock
Grant may be withheld from the Participant's compensation, if any, or the
Company may require that the Participant advance in cash to the Company the
amount of such withholdings unless a different withholding arrangement is
authorized by the Administrator (and permitted by law).
3
<PAGE>
12. TERMINATION OF THE PLAN; AMENDMENT OF THE PLAN.
-----------------------------------------------
The Plan will terminate on December 31, 1997. The Plan may be amended by the
Administrator. Any amendment of the Plan shall not, without the consent of a
Participant, adversely affect his or her rights under a Stock Grant previously
made to him or her.
13. EMPLOYMENT OR OTHER RELATIONSHIP.
--------------------------------
Nothing in this Plan or any Stock Agreement shall be deemed to prevent the
Company from terminating the employment of a Participant, nor to prevent a
Participant from terminating his or her own employment.
14. GOVERNING LAW.
-------------
This Plan shall be construed and enforced in accordance with the law of the
State of Delaware.
4
