As filed on July 5, 1996
Registration No. 33-85766
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
MICRO COMPONENT TECHNOLOGY, INC.
(Exact name of issuer as specified in its charter)
Delaware
(State or other jurisdiction of incorporation or organization
41-0985960
(I.R.S. Employer Identification No.)
3850 North Victoria Street
St. Paul, MN 55126
(Address of Principal Executive Offices)
Employee Stock Purchase Plan
Incentive Stock Option Plan
Stock Option Plan For Outside Directors
Director Nonqualified Stock Options
Stock Issuable to Advisor
(Full title of the plan)
Roger E. Gower, President
Micro Component Technology, Inc.
3850 North Victoria Street
St. Paul, MN 55126
(Name and address of agent for service)
(612) 482-5100
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
Proposed Proposed
Title of Maximum Maximum
Securities Amount Offering Aggregate Amount of
to be to be Price Offering Registration
Registered Registered(1) Per Share (2) Price (2) Fee (3)
- ---------------------------------------------------------------------------
Common 1,126,000 $4.9375 $5,559,625 $1,917.11
Stock Shares
($.01 par
value)
- ------
(1) Includes 300,000 shares to be registered under the Employee Stock
Purchase Plan; 500,000 shares under the Incentive Stock Option Plan;
300,000 shares under the Stock Option Plan For Non-Employee Directors;
an aggregate of 20,000 shares under two Director Nonqualified Stock
Options; and 6,000 shares issuable to an advisor under an agreement. In
addition, pursuant to Rule 416(c) under the Securities Act of 1933,
this registration statement also covers an indeterminate amount of
interests to be offered or sold pursuant to the Employee Stock Purchase
Plan.
(2) Estimated solely for the purpose of calculating the registration fee,
the price per share is the average of the closing bid and asked prices
on October 26, 1994.
(3) Fee paid with the original Registration Statement.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
Incorporated by reference into the registration statement are the
following: (a) the Company's latest annual report filed pursuant to Section 13
or 15(d) of the Securities Exchange Act of 1934 (the "Act") or the latest
prospectus filed pursuant to Rule 424(b) or (c) under the Securities Act of
1933, which contains, either directly or by incorporation by reference,
certified financial statements for the Company's latest fiscal year for which
such statements have been filed; (b) all other reports filed pursuant to Section
13(a) or 15(d) of the Act since the end of the fiscal year covered by the annual
reports or the prospectus referred to in (a) above; (c) the description of the
Company's common stock which is contained in a registration statement filed
under Section 16 of the Act including any amendment or report filed for the
purposes of updating such description; or (d) the latest annual report filed by
any of the plans pursuant to Section 13(a) or 15(d) of the Act. In addition, all
documents filed subsequently by the Company pursuant to Sections 13, 14, and
15(d) of the Act prior to the filing of a post-effective amendment which
indicates that all securities offered have been sold, or which deregisters all
securities then remaining unsold, shall be deemed to be incorporated by
reference into the registration statement and to be a part thereof 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
Delaware General Corporation Law Section 145 empowers the Company to,
and Article VII, Section 1 of the Company's Bylaws requires it to:
(a) indemnify any director, officer, employee or other agent
of the Company against judgments, penalties, fines, and expenses,
including attorney fees, incurred in connection with an action (other
than an action by or in the right of the corporation) based upon the
fact that he or she served in such capacity, if he or she acted in good
faith and in a manner reasonably believed to be in, or not opposed to,
the best interests of the Company, and, with respect to any criminal
action or proceeding, had no reasonable cause to believe his or her
conduct was unlawful;
(b) indemnify any such person who is a party, or is threatened
to be made a party, to any action by or in the right of the Company by
reason of the fact that he or she was a director, officer, employee, or
agent of the Company against expenses, including attorneys' fees,
actually and reasonably incurred in connection with the defense or
settlement of such action if he or she acted in good faith and in a
manner reasonably believed to be in or not opposed to the best
interests of the Company, except that no indemnification may be made in
respect of any claim, issue or matter as to which such person is
adjudged to be liable to the Company unless, and only to the extent
that, the court in which such action or suit was brought determines
that, in view of all of the circumstances of the case, such person is
fairly and reasonably entitled to indemnify for such expenses which the
court deems proper; or
(c) indemnify directors, officers, employees, or agents to the
extent they have been successful on the merits or otherwise in the
defense of any action described above, or in the defense of any claim,
issue or matter therein, against expenses, including attorneys' fees,
actually and reasonably incurred in connection therewith. The Company
may advance such expenses to the individual involved upon receipt of an
undertaking to repay the amounts advanced if it is ultimately
determined that he or she is not entitled to be indemnified.
Section 8 of the Second Restated Certificate of Incorporation of the
Company provides that a director will not be personally liable to the Company or
its shareholders for monetary damages or breach of fiduciary duty, except: (i)
any breach of the directors duty of loyalty to the Company or its shareholders;
(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 (relating to unlawful payment of dividends or
stock purchases or redemptions by the Company); or (iv) for any transaction from
which he or she derived an improper personal benefit.
The Company has purchased officers and directors liability insurance.
The policy provides that the insurer will pay, on behalf of the Company, 95% of
any amount the Company is required or permitted to pay to indemnify directors
and certain officers due to a claim against such director or officer for errors,
omissions, misstatements, misleading statements, negligence, or breach of duty
while acting in their official capacities, or asserted against them solely by
reason of their office, with certain exclusions. The insurer will pay a maximum
of $1,000,000 pursuant to this policy, and will only make payment to the extent
such damages exceed $500,000.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
ITEM 8. EXHIBITS
4A. Employee Stock Purchase Plan (filed herewith).
4B. Incentive Stock Option Plan.
4C. Stock Option Plan for Outside Directors (filed herewith).
4D. Nonqualified Stock Option Agreement with D. James Guzy.
4E. Nonqualified Stock Option Agreement with Patrick Verderico.
5. Opinion Regarding Legality.
23A. Consent of Best & Flanagan.
23B. Consent of Deloitte & Touche (filed herewith).
Exhibits not filed herewith were filed with the original Registration
Statement.
ITEM 9. UNDERTAKINGS.
(a) The Company 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, represent a fundamental change in the information set forth
in the registration statement;
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in the registration
statement or any material change to such information in the
registration statement;
Provided, however, that paragraphs (a)(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 Company pursuant to
Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination of
the offering.
(b) The Company hereby undertakes that, for purposes of determining any
liability under the Securities Act of 1933, each filing of the Company's annual
report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act
of 1934 (and, where applicable, each filing of an employee benefit plan's annual
report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is
incorporated by reference in the registration statement shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(h) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 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 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 Company 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 Company 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.
SIGNATURES
The Registrant. Pursuant to the requirements of the Securities Act of
1933, the Company 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
Amendment to Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of St. Paul, and State of
Minnesota, on this 28th day of June, 1996.
MICRO COMPONENT TECHNOLOGY, INC.
(Registrant)
By /s/ Roger E. Gower
Roger E. Gower, President and
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this Amendment
to Registration Statement has been signed below by the following persons in the
capacities indicated on this 28th day of June, 1996.
Signature Capacity
/s/ Roger E. Gower Principal Executive Officer
Roger E. Gower and Director
/s/ David M. Sugishita Principal Financial Officer
David M. Sugishita and Director
/s/ John Matsushima Principal Accounting Officer
John Matsushima
/s/ D. James Guzy Director
D. James Guzy
/s/ Patrick Verderico Director
Patrick Verderico
/s/ Donald VanLuvanee Director
Donald VanLuvanee
The Plans. Pursuant to the requirements of the Securities Act of 1933, the
plans have duly caused this Registration Statement to be signed on their behalf
by the undersigned, thereunto duly authorized, in the City of St. Paul, and
State of Minnesota, on this 28th day of June, 1996.
EMPLOYEE STOCK PURCHASE PLAN
INCENTIVE STOCK OPTION PLAN
STOCK OPTION PLAN FOR OUTSIDE
DIRECTORS
By /s/ Patrick Verderico
Patrick Verderico
Compensation Committee Member
EXHIBIT INDEX
Exhibit Page
4A. Employee Stock Purchase Plan (filed herewith). 10
4B. Incentive Stock Option Plan.
4C. Stock Option Plan For Outside
Directors (filed herewith). 21
4D. Nonqualified Stock Option Agreement with
D. James Guzy.
4E. Nonqualified Stock Option Agreement with
Patrick Verderico.
5. Opinion Regarding Legality.
23A. Consent of Best & Flanagan.
23B. Consent of Deloitte & Touche (filed herewith). 29
EXHIBIT 4A
MICRO COMPONENT TECHNOLOGY, INC.
EMPLOYEE STOCK PURCHASE PLAN
(effective June 1, 1996)
ARTICLE I
PURPOSE
The purpose of this Plan is to provide a means whereby Micro Component
Technology, Inc. (the "Company") may be able, by granting options to purchase
stock in the Company, to attract and retain capable and loyal employees and to
motivate such employees, through an increased personal interest in the Company,
to exert their best efforts on behalf of the Company and its stockholders.
ARTICLE II
RESERVATION OF SHARES
A total of 300,000 shares of the authorized but unissued Common Stock
of the Company, $.01 par value, are reserved for issuance upon the exercise of
options granted under the Plan. If any option expires or terminates for any
reason without having been exercised in full, the unpurchased shares covered
thereby shall become available for additional options which may be granted to
persons eligible under the Plan so long as it remains in effect. Shares reserved
for issuance as provided herein shall cease to be reserved upon termination of
the Plan.
ARTICLE III
ADMINISTRATION
The Plan shall be administered by the Compensation Committee (the
"Committee") which shall be appointed by the Board of Directors and which shall
consist of two or more disinterested directors. A disinterested director is one
who is ineligible to participate in the Plan, and who has been ineligible to
participate during the preceding 12 months. Vacancies in the Committee shall be
filled by the Board. The Committee shall have full power to construe and
interpret the Plan and to establish and amend rules and regulations for its
administration, subject to the express provisions of the Plan. The Plan Year
shall be the period from June 1 through May 31.
ARTICLE IV
ELIGIBILITY
(a) Service. Each employee of the Company or of any subsidiary
corporation designated by the Committee shall be eligible to receive options
under the Plan, provided that the employee meets the following conditions as of
the date that the options are granted (the "Date of Grant"):
(i) He or she shall be customarily employed for more than 20
hours per week; and
(ii) He or she shall be customarily employed for more than
five months in a calendar year.
(b) Five Percent Shareholders. In no event may an employee be granted
an option under the Plan if such employee, immediately after the option is
granted, owns stock possessing five percent or more of the total combined voting
power or value of all classes of stock of the Company or of any parent or
subsidiary corporation. For purposes of determining such stock ownership, the
rules of Section 425(d) of the Internal Revenue Code of 1986, as amended (the
"Code"), shall apply in determining the stock ownership of an employee, and
stock which the employee may purchase under any outstanding options shall be
treated as stock owned by the employee.
(c) Purchase Limitation. No employee may purchase stock in any Plan
Year in excess of the lesser of (i) 1,000 shares, or (ii) $25,000, based upon
the fair market value of the stock on the Date of Grant.
ARTICLE V
GRANT OF OPTIONS
Each eligible employee who is employed on the first day of any Plan
Year shall automatically be granted an option to purchase shares of the
Company's Common Stock as of such date. Each eligible employee who commences
employment after the first day of any Plan Year shall automatically be granted
an option on the first day of the first month following the date upon which he
or she commenced employment. The number of shares subject to an option shall be
determined on the Date of Exercise by dividing the total amount then in the
employee's payroll deduction account by the option price (as defined in Article
VI), subject to the limitations in Article IV(c). An option shall be exercisable
by the employee in whole, but not in part. Each option shall be exercisable only
on the Date of Exercise and shall expire to the extent it is not then exercised
in the manner described in Article VIII. The Date of Exercise for an option
shall be the last day of the Plan Year in which the option was granted.
ARTICLE VI
OPTION PRICE
The option price per share of the Company's Common Stock for each
employee shall be equal to the lesser of (a) 85 percent of the fair market value
of the Common Stock on the employee's Date of Grant, or (b) 85 percent of the
fair market value of the Common Stock on the Date of Exercise. The fair market
value of the Common Stock as of any date shall be equal to the closing sale
price of the Common Stock on the next preceding trading date as reported by the
NASDAQ Small Cap Market or National Market System, or any other market, system
or exchange on which a majority of trades in the Common Stock occur.
ARTICLE VII
PAYROLL DEDUCTION
(a) Payroll Deduction Agreements. Prior to the beginning of each Plan
Year, each eligible employee who desires to participate in the Plan for the Plan
Year shall enter into a payroll deduction agreement with the Company which shall
direct the Company to reduce his or her base compensation (as defined below) for
each pay period during the Plan Year by a whole percentage between two percent
and ten percent and rounded to the nearest whole dollar. Base compensation is
defined herein as an employee's salary, wages, and/or sales commissions,
excluding overtime pay and bonuses. An eligible employee who commences
employment after the beginning of a Plan Year shall enter into a payroll
deduction agreement prior to his or her Date of Grant. If an eligible employee
does not enter into a payroll deduction agreement with the Company within the
time specified by the Committee, the employee shall not be granted an option for
that Plan Year and shall have no further rights to participate in the Plan
during that Plan Year. A payroll deduction agreement shall be effective as of
the employee's Date of Grant and shall continue for the remainder of the Plan
Year, unless sooner terminated as a result of the employee's termination of
employment, in which case termination of the agreement shall be automatic, or
the employee's voluntary cancellation of the agreement by 15-days' prior written
notice to the Company. Any termination of an agreement shall be effective as of
the end of the payroll period in which the event occurred that caused such
termination. In the event of a voluntary cancellation, the employee shall not be
permitted to resume payroll deductions for the remainder of the Plan Year, and
an officer shall not be permitted to resume payroll deductions until the first
day of the Plan Year which is at least six months after the effective date of
the cancellation. Except for termination of a payroll deduction agreement in the
manner described above, an employee cannot make any other changes in his or her
agreement during a Plan Year without the consent of the Committee.
(b) Accounts. A bookkeeping account shall be established for each
participating employee and his or her account shall be credited as of the end of
each pay period with the full amount of his or her payroll deductions. Interest
shall not accrue on employees' accounts, and an employee may not make separate
cash payments into his or her account. No employee shall have the right to sell,
assign, transfer, pledge or otherwise dispose of or encumber his or her account
or any interest therein, and such account shall not be liable for or subject to
the debts, contracts or liabilities of such employee. The Company may commingle
employee payroll deductions with other Company funds.
(c) Withdrawals and Distributions. A participating employee or his or
her estate may withdraw the entire amount in the employee's account as of the
end of any month upon at least 15 days' prior written notice to the Committee.
No partial withdrawals shall be allowed. A withdrawal shall be deemed a
voluntary cancellation of the employee's payroll deduction agreement as of the
effective date of the withdrawal. The Company shall pay the amount of any
withdrawal or distribution within 15 days of its effective date, without
interest.
ARTICLE VIII
EXERCISE OF OPTION
The exercise of an employee's option in any Plan Year shall occur
automatically as of the Date of Exercise. All amounts held in the employee's
payroll deduction account shall be applied to the exercise of the option,
subject to the limitations of Article IV(c), and any excess amount remaining
shall be returned to the employee in cash. No fractional shares shall be issued
and the employee shall receive cash in lieu of fractional shares. As soon as
administratively feasible following the Date of Exercise, a certificate
representing the shares purchased, registered in the name of the employee, shall
be delivered to the employee. Each option shall be exercisable only with funds
in the employee's payroll deduction account.
ARTICLE IX
NON-TRANSFERABILITY OF OPTION
No option may be transferred, assigned, pledged or hypothecated
(whether by operation of law or otherwise), except as provided by will or by the
applicable laws of descent or distribution, and no option shall be subject to
execution, attachment or similar process. Any attempted assignment, transfer,
pledge, hypothecation or other disposition of an option, or levy or attachment
or similar process upon the option, shall be null and void and without effect.
An option may be exercised only by the eligible employee during his or her
lifetime, or by his or her estate in the event of his or her death.
ARTICLE X
CHANGES IN PRESENT STOCK
In the event of a recapitalization, merger, consolidation,
reorganization, stock dividend, stock split or other change in capitalization
affecting the Company's present capital stock, appropriate adjustment may be
made by the Committee in the number and kind of shares and the option price of
shares which are or may become subject to options granted or to be granted
hereunder, provided that no adjustment shall be made which would have the effect
of disqualifying the Plan under the applicable provisions of the Code at the
time of such adjustment.
ARTICLE XI
EQUAL RIGHTS
All eligible employees shall have the same rights and privileges under
the Plan, except as provided in the first paragraph of Article VII.
ARTICLE XII
EMPLOYEE'S RIGHTS AS STOCKHOLDER
No employee shall have any rights as a stockholder until full payment
has been made for the shares he or she has purchased and until certificates for
the shares have been issued to the employee.
ARTICLE XIII
CONTINUED EMPLOYMENT
Nothing in the Plan or any agreement entered into pursuant to the Plan
shall confer upon any eligible employee the right to continue in the employment
of the Company or any subsidiary corporation or affect any right which the
Company or any subsidiary corporation may have to terminate the employment of
such eligible employee.
ARTICLE XIV
RESTRICTIONS ON TRANSFER
No shares shall be issued under the Plan without registration under
federal and state securities laws unless the employees agree that they are
acquiring the shares for investment purposes, and not for resale, and that the
shares cannot be resold or otherwise transferred except pursuant to registration
or unless, in the opinion of counsel for the Company, registration is not
required. Any such restrictions shall be binding upon the employees and their
heirs, executors, and administrators. Any stock certificate issued under the
Plan which is subject to such restrictions shall be endorsed so as to refer to
such restrictions.
ARTICLE XV
STOCKHOLDER APPROVAL
The Plan shall be submitted to the stockholders of the Company for
approval at the first annual meeting following adoption by the Board. The grant
of any options and the issuance of any shares to executive officers of the
Company are expressly made contingent on receipt of such approval, and any
shares issued to executive officers shall not be sold or otherwise transferred
prior to receipt of such approval. Certificates representing any such shares
shall bear legends referring to such restrictions on transfer.
ARTICLE XVI
AMENDMENT OR DISCONTINUANCE OF THE PLAN
The Board of Directors of the Company shall have the right to amend,
modify or terminate the Plan at any time without notice, provided that no
employee's existing rights are adversely affected thereby, and provided further
that no such amendment of the Plan shall (a) increase the total number of shares
authorized for issuance under the Plan, or (b) change the employees, or classes
thereof, eligible to receive options under the Plan, without shareholder
approval.
ARTICLE XVII
EFFECTIVE DATE AND DURATION
The Plan shall become effective as of June 1, 1996, and shall continue
in effect until May 31, 2006, unless earlier terminated by the Board of
Directors pursuant to Article XVI.
EXHIBIT 4C
MICRO COMPONENT TECHNOLOGY, INC.
STOCK OPTION PLAN FOR OUTSIDE DIRECTORS
(effective February 15, 1996)
ARTICLE I
PURPOSE
The purpose of this Plan is to provide a means whereby Micro Component
Technology, Inc. (the "Company") may be able, by granting options to purchase
shares of the Company's Common Stock ("Common Stock"), to attract and retain
qualified outside (non-employee) directors, and to motivate such directors,
through an increased personal interest in the Company, to exert their best
efforts on behalf of the Company, and thus to advance the interests of the
Company and its shareholders.
ARTICLE II
RESERVATION OF SHARES
A total of 300,000 shares of authorized but unissued Common Stock is
reserved for issue upon the exercise of options granted under the Plan. If any
option expires or terminates for any reason without having been exercised in
full, the unpurchased shares covered thereby shall become available for
additional options which may be issued to persons eligible under the Plan so
long as it remains in effect. Shares reserved for issue as provided herein shall
cease to be reserved upon termination of the Plan.
ARTICLE III
ADMINISTRATION
The Plan shall be administered by the Board of Directors of the
Company. The Board shall have full power to construe and interpret the Plan and
to establish and amend rules and regulations for its administration, subject to
the express provisions of the Plan. The Board may grant options under the Plan
to any director who is not an employee of the Company.
ARTICLE IV
GRANT OF OPTIONS
Each person who becomes an outside director of the Company after this
Plan becomes effective shall automatically be granted an option to purchase
10,000 shares of Common Stock immediately upon first being appointed or elected
as a director of the Company. Beginning in the 1996 calendar year, each outside
director shall also automatically be granted an option to purchase 10,000 shares
of Common Stock immediately upon each re-election as a director, or on the
anniversary of the prior year's grant in any year in which there is no meeting
of the shareholders at which directors are elected. In no event shall a director
receive more than one grant in any fiscal year.
ARTICLE V
PRICE
The option price per share of Common Stock, to be determined from time
to time by the Board, shall be not less than the fair market value of such stock
on the date an option to purchase the same is granted. The fair market value of
the Common Stock as of any date shall be equal to the closing sale price of the
Common Stock on the next preceding trading date as reported by the NASDAQ Small
Cap Market or National Market System, or any other market, system or exchange on
which a majority of the trades in the Common Stock occur.
ARTICLE VI
CHANGES IN PRESENT STOCK
In the event of a recapitalization, merger, consolidation,
reorganization, stock dividend, stock split or other change in capitalization
affecting the Company's present capital stock, appropriate adjustment may be
made by the Board in the number and kind of shares and the option price of
shares which are or may become subject to options granted or to be granted
hereunder.
ARTICLE VII
EXERCISE OF OPTIONS
An optionee shall exercise an option by delivery of a signed, written
notice to the Company, specifying the number of shares to be purchased, together
with payment of the full purchase price for the shares. The Company may accept
payment from a broker on behalf of the optionee and may, upon receipt of signed,
written instructions from the optionee, deliver the shares directly to the
broker. The date of receipt by the Company of the final item required under this
paragraph shall be the date of exercise of the option.
ARTICLE VIII
OPTION PROVISIONS
Each option granted under the Plan shall be evidenced by a Stock Option
Agreement executed by the Company and the optionee, and shall be subject to the
following terms and conditions, and such other terms and conditions as may be
prescribed by the Board:
(a) Payment. The full purchase price of the shares acquired upon
exercise of any option shall be paid in cash, by certified or cashier's check,
or in the form of shares of Common Stock with a fair market value equal to the
full purchase price and free and clear of all liens and encumbrances.
(b) Exercise Period. The period within which an option must be
exercised shall be the earlier of (i) five years from the date of grant thereof,
or (ii) the date which is one year after the director ceases to be a director
for any reason. An option may not be exercised during the first year after the
date of grant. The option shall become exercisable to the extent of 50 percent
of the shares on the first anniversary of the date of grant and 100 percent of
the shares on the second anniversary of the date of grant, provided the optionee
is still a director on each such anniversary date. To the extent exercisable, an
option may be exercised in whole or in part.
A director who voluntarily declines to stand for re-election after the
age of 60 shall not be required to exercise his or her options within one year
after he or she ceases to be a director and shall continue to vest in his or her
options after he or she ceases to be a director. In no event shall any of such
director's options be exercisable more than five years after the date of grant
thereof.
Outstanding options shall become immediately exercisable in full in the
event that the Company is acquired by merger, purchase of all or substantially
all of the Company's assets, or purchase of a majority of the outstanding stock
by a single party or a group acting in concert.
(c) Rights of Optionee Before Exercise. The holder of an option shall
not have the rights of a stockholder with respect to the shares covered by his
or her option until such shares have been issued to him or her upon exercise of
an option.
(d) Non-transferability of Option. No option shall be transferable by
the optionee otherwise than by will or by the laws of descent and distribution,
and each option shall be exercisable during the optionee's lifetime only by the
optionee. In the event of the death of an optionee, the option, or any portion
thereof, may be exercised to the extent the optionee was entitled to do so at
the time of his or her death, by his or her personal representative.
ARTICLE IX
RESTRICTIONS ON TRANSFER
During any period in which the offering of the shares under the Plan is
not registered under federal and state securities laws, the optionees shall
agree in the Stock Option Agreements that they are acquiring shares under the
Plan for investment purposes, and not for resale, and that the shares cannot be
resold or otherwise transferred except pursuant to registration or unless, in
the opinion of counsel for the Company, registration is not required.
Any restrictions upon shares acquired upon exercise of an option
pursuant to the Plan and the Stock Option Agreement shall be binding upon the
optionee and his or her heirs, executors, and administrators. Any stock
certificate issued under the Plan which is subject to restrictions shall be
endorsed so as to refer to the restrictions on transfer imposed by the Plan and
by applicable securities laws.
ARTICLE X
EFFECTIVE DATE AND DURATION
The plan shall become effective as of February 15, 1996, and shall
continue in effect until February 15, 2006, unless earlier terminated by the
Board of Directors pursuant to Article XI.
ARTICLE XI
AMENDMENT OR TERMINATION OF THE PLAN
The Board of Directors of the Company may at any time terminate the
Plan, or make such modifications of the Plan as it shall deem advisable,
provided that the provisions relating to timing of option grants, size of
grants, and exercise price cannot be amended more than once in any six-month
period. In addition, the Board may not terminate the Plan or any options granted
thereunder at the time of a merger or other acquisition of the Company, or
within six months thereafter, without the consent of the optionees. No
termination or amendment of the Plan may, without the consent of the optionees
to whom any options shall theretofore have been granted, adversely affect the
rights of such optionees under such options. Any option granted prior to the
expiration or termination of the Plan shall continue in effect according to its
terms.
EXHIBIT 23B
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation in this Post-Effective Amendment No. 1 of
Registration Statement No. 33-85766 of Micro Component Technology, Inc. on Form
S-8 of our report dated August 25, 1995, appearing in the Annual Report on Form
10-K of Micro Component Technology, Inc. for the year ended June 24, 1995.
Deloitte & Touche LLP
Minneapolis, Minnesota
June 27, 1996
