<PAGE> 1
As filed with the Securities and Exchange Commission on October 11, 1996
Registration No. 33-_____
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
SUCCESSORIES, INC.
(Exact Name of Registrant as Specified in its Charter)
ILLINOIS 36-3760230
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification Number)
919 SPRINGER DRIVE, LOMBARD, ILLINOIS 60148
(Address, including Zip Code, of Registrant's Principal Executive Offices)
SUCCESSORIES, INC. STOCK OPTION PLAN
(Full Title of the Plan)
TIMOTHY C. DILLON
Successories, Inc.
919 Springer Drive
Lombard, Illinois 60148
(708) 953-8440
(Name, Address, and Telephone Number of Agent for Service)
COPIES TO:
Guy E. Snyder C. Richard Farmer
Vedder, Price, Kaufman & Kammholz Carroll, Hartigan, Farmer, Cerney
222 North LaSalle Street & McGillen, Ltd.
Suite 2600 30 North LaSalle Street, Suite 1200
Chicago, Illinois 60601 Chicago, Illinois 60602
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Amount Proposed maximum Proposed maximum
Title of securities to be offering price aggregate Amount of
to be registered registered(1)(2) per share(3)(4) offering price(3)(4) registration fee
- -----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Share,
$.01 par value 500,000 $5.438 $2,719,000 $924.46
- -----------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------
</TABLE>
(1) Represents maximum number of shares of Common Stock of Successories,
Inc., that may be issued hereunder.
(2) Together with an indeterminate number of additional shares which may
be necessary to adjust the number of shares reserved for issuance
pursuant to the Plan as a result of any future stock split, stock
dividend or similar adjustment of the outstanding Common Shares of the
Company. 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 Stock Option
Plan described herein.
(3) Estimated pursuant to Rule 457(h) solely for the purpose of
calculating the registration fee.
(4) The registration fee is calculated upon the basis of the average high
and low prices of the Common Stock as reported on the National
Association of Securities Dealers, Inc. Automatic Quotation National
Market System on October 9, 1996.
<PAGE> 2
There are hereby incorporated by reference into this Registration
Statement the following documents and information heretofore filed with the
Securities and Exchange Commission (the "Commission"):
1. Registration Statement on Form S-8, file No. 33-77464 filed by
the Company on April 7, 1994, relating to the Company's Stock
Option Plan;
2. The Company's Annual Report on Form 10-K for the period ended
February 3, 1996;
3. The Company's Quarterly Reports on Form 10-Q for the quarters
ended May 4, 1996 and August 3, 1996; and
4. All documents filed by the Company pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Exchange Act after the date of this
Registration Statement and 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 in this Registration Statement and to be part hereof
from the date of filing of such documents.
EXHIBITS
The following exhibits are attached as part of this Registration
Statement:
Exhibit
Number
- ------
4.1 Successories, Inc. Stock Option Plan (filed herewith)
5.1 Opinion of Carroll, Hartigan, Farmer, Cerney & McGillen, Ltd. (filed
herewith)
23.1 Consent of Price Waterhouse LLP (filed herewith)
23.2 Consent of Counsel (contained in Exhibit 5.1)
24.1 Power of Attorney (included on signature page)
2
<PAGE> 3
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 the Village of Lombard, State of Illinois, on
October 9, 1996.
SUCCESSORIES, INC.
By: /s/ Arnold M. Anderson
-------------------------------------------
Arnold M. Anderson, Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below hereby constitutes and appoints Timothy C. Dillon and James M.
Beltrame, or any of them each with power to act without the other, as 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 sign any or all subsequent pre- and post-effective amendments
and supplements to this Registration Statement, and to file the same, or cause
to be filed the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting
unto each said attorney-in-fact and agent full power to do and perform each and
every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that any said attorney-in-fact and
agent or his substitute or substitutes, may lawfully do or cause to be done by
virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
NAME AND CAPACITY DATE
- ----------------- ----
/s/ Arnold M. Anderson October 9, 1996
- ------------------------------------
Arnold M. Anderson,
Chief Executive Officer,
Chairman of the Board and Director
(Principal Executive Officer)
/s/ James M. Beltrame October 9, 1996
- ------------------------------------
James M. Beltrame, President, Chief
Operating Officer and Director
/s/ Seamas T. Coyle October 9, 1996
- ------------------------------------
Seamas T. Coyle, Director
/s/ Timothy C. Dillon October 9, 1996
- ------------------------------------
Timothy C. Dillon, Vice President
and Director
3
<PAGE> 4
/s/ M. Andrew King October 9, 1996
- --------------------------------------------
M. Andrew King, Chief Financial Officer
(Principal Financial and Accounting Officer)
/s/ Joseph LaBonte October 9, 1996
- --------------------------------------------
Joseph LaBonte, Director
/s/ Steven B. Larrick October 9, 1996
- --------------------------------------------
Steven B. Larrick, Director
/s/ Michael H. McKee October 9, 1996
- --------------------------------------------
Michael H. McKee, Senior Vice President,
Creative Director and Director
/s/ Mervyn C. Phillips, Jr. October 9, 1996
- --------------------------------------------
Mervyn C. Phillips, Jr., Director
/s/ Michael Singletary October 9, 1996
- --------------------------------------------
Michael Singletary, Director
/s/ Guy E. Snyder October 9, 1996
- --------------------------------------------
Guy E. Snyder, Director
4
<PAGE> 5
The Plan. Pursuant to the requirements of the Securities Act of 1933,
the trustees (or other persons who administer the employee benefit plan) have
duly caused this registration statement to be signed by the undersigned
thereunto duly authorized in the Village of Lombard, State of Illinois, on
October 9, 1996.
SUCCESSORIES, INC. STOCK OPTION PLAN
By: /s/ Steven B. Larrick
-----------------------------------
Steven B. Larrick
Member of the Board of Directors that
administers the Plan
By: /s/ Mervyn C. Phillips, Jr.
-----------------------------------
Mervyn C. Phillips, Jr.
Member of the Board of Directors that
administers the Plan
By: /s/ Michael Singletary
-----------------------------------
Michael Singletary
Member of the Board of Directors that
administers the Plan
5
<PAGE> 6
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
SEQUENTAIL
EXHIBIT NO. DESCRIPTION PAGE NO.
<S> <C> <C>
4.1 Successories, Inc. Stock Option Plan (filed herewith) 7
5.1 Opinion of Carroll, Hartigan, Farmer, Cerney & McGillen, 19
Ltd. (filed herewith)
23.1 Consent of Price Waterhouse LLP (filed herewith) 21
23.2 Consent of Counsel (contained in Exhibit 5.1)
24.1 Power of Attorney (included on signature page)
</TABLE>
6
<PAGE> 1
Exhibit 4.1
CELEX GROUP INC.
STOCK OPTION PLAN
(AMENDED AND RESTATED SEPTEMBER 27, 1994
AND AS AMENDED OCTOBER 12, 1995
AND JULY 30, 1996)
The Company hereby establishes the Celex Group, Inc. Stock Option Plan
effective April 8, 1993, subject to the approval of the Plan by the holders of
a majority of the shares of the Stock present in person or by proxy and voting
at a duly called meeting of the shareholders of the Company within one year
after the Plan's adoption by the Board. Absent such approval, the Plan will
terminate retroactively, and all Options granted under the Plan will be null
and void.
ARTICLE I.
PURPOSE
The primary purpose of the Plan is to provide a means by which non-employee
directors and key employees of the Company and its Subsidiaries can acquire and
maintain stock ownership, thereby strengthening their commitment to the success
of the Company and its Subsidiaries and their desire to remain employed by the
Company and its Subsidiaries. The Plan also is intended to attract, employ
and retain non-employee directors and key employees and to provide such
non-employee directors and employees with additional incentive and reward
opportunities designed to encourage them to enhance the profitable growth of
the Company and its Subsidiaries.
ARTICLE II.
DEFINITIONS
The following words and phrases, when used herein, unless their context clearly
indicates otherwise, shall have the following respective meanings:
A. "Board" means the board of directors of the Company.
B. "Cause" means conviction of the Grantee of any felony or other
crime involving dishonesty, fraud or moral turpitude, or the Grantee's habitual
neglect of his duties.
C. "Change of Control" means the occurrence of one of the
following: (i) without prior approval of the Board, a single entity or group of
affiliated entities acquires more than 50% of the Company's outstanding Stock,
(ii) the Company is involved in a merger or a sale of all or substantially all
of its assets so that its shareholders before the merger or sale own less than
50% of the voting power of the surviving or acquiring corporation, (iii) a
liquidation or dissolution of the Company occurs, or (iv) a change in the
majority of the Board of Directors occurs during any 24-month period without
the approval of a majority of directors in office at the beginning of such
period.
D. "Committee" means the committee of the Board appointed
pursuant to Section 4.1.
E. "Company" means CELEX Group, Inc., an Illinois corporation.
7
<PAGE> 2
F. "Disability" means a permanent and total disability within the
meaning of Section 22(e)(3) of the Internal Revenue Code.
G. "Disinterested Person" means a person who meets the definition
of a "disinterested person" pursuant to Rule 16b-3 of the SEC (or any successor
rule as in effect from time to time and "outside director" pursuant to Section
162(m) of the Internal Revenue Code and the Treasury Department regulations
issued thereunder.
H. "Effective Date" means April 8, 1993.
I. "Fair Market Value" of any share of Stock, as of any
applicable date, means the fair market value of a share of Stock on such date
as determined in good faith by the Committee.
J. "Grant Date" means the date of grant of an Option determined
in accordance with Section 6.1(a) or Section 6.4(a).
K. "Grantee" means an individual who has been granted an Option.
L. "Internal Revenue Code" means the Internal Revenue Code of
1986, as amended, and any succeeding Internal Revenue Code, and references to
sections herein shall be deemed to include any such section as amended,
modified or renumbered.
M. "1934 Act" means the Securities Exchange Act of 1934, as
amended, and any succeeding Securities Exchange Act, and references to sections
herein shall be deemed to include any such section as amended, modified or
renumbered.
N. "Option" means any incentive stock option or non-qualified
stock option granted under the Plan.
O. "Option Agreement" has the meaning specified in section
4.2(e).
P. "Option Price" means the per share purchase price of Stock
subject to an Option.
Q. "Plan" remains the CELEX Group, Inc. Stock Option Plan as set
forth herein and as may from time to time be amended.
R. "SEC" means the Securities and Exchange Commission.
S. "Section 16 Grantee" means a person subject to potential
liability under Section 16(b) of the 1934 Act with respect to transactions
involving equity securities of the Company.
T. "Stock" means the common stock of the Company, par value $0.01
per share.
U. "Subsidiary" means a corporation as defined in Section 424(f)
of the Internal Revenue Code with the Company being treated as the employer
corporation for purposes of this definition.
V. "10% Owner" means a person who beneficially owns stock
(including stock treated as owned under Section 424(d) of the Internal Revenue
Code) possessing more than 10% of the total combined voting power of all
classes of stock of the Company.
W. "Termination of Employment" with respect to Grantees who are
employees of the Company or its Subsidiaries occurs the later of (a) the first
day an individual is no longer entitled to severance payments for any
8
<PAGE> 3
reason under the Company's or any Subsidiary's personnel policies or (b) the
day an individual is first entitled to continuation coverage pursuant to the
Consolidated Omnibus Budget Reconciliation Act of 1985 ("COBRA");
notwithstanding the foregoing, for an individual who is an employee of a
Subsidiary, the individual shall be deemed to have a Termination of Employment
on the first day the Company no longer owns voting securities possessing at
least 50% of the aggregate voting power of such Subsidiary's outstanding voting
securities.
X. "Termination of Directorship" with respect to non-employee
directors, shall mean the first day on which a director is no longer acting as
a director of the Company or any Subsidiary.
ARTICLE III.
SCOPE OF THE PLAN
An aggregate of 1,450,000 shares of Stock is hereby made available and is
reserved for delivery on account of the exercise of Options. Subject to the
foregoing limit, authorized and unissued shares may be used for or in
connection with Options. If and to the extent an option shall expire or
terminate for any reason without having been exercised in full, or shall be
forfeited, the shares of Stock associated with such Option shall become
available for other Options.
ARTICLE IV.
ADMINISTRATION
A. Administrative Committee. As to employee participants, the
Plan shall be administered by a committee of the Board, which shall consist of
two or more directors of the Company, (1) who are not employees of the Company
or any of its Subsidiaries, and (2) who are Disinterested Persons. Members of
the Committee shall continue to serve until otherwise directed by the Board.
Membership on the Committee shall be subject to such limitations as the Board
deems appropriate to permit transactions in Stock pursuant to the Plan to be
exempt from liability under Section 16(b) of the 1934 Act and to comply at all
times with Section 162(m) of the Internal Revenue Code and the Treasury
Department regulations issued thereunder. The Board shall administer the
nondiscretionary Options as granted to the non-employee directors pursuant to
Section 6.4 solely in accordance with the provisions thereunder.
B. Authority of the Committee. The Committee shall have full and
final authority, in its discretion, but subject to the express provisions of
the Plan, as follows:
1. to grant Options,
2. to determine (1) when Options may be granted and (2) whether
or not specific Options will be incentive stock options or
non-qualified stock options,
3. to administer and interpret the Plan, to make recommendations
to the Board; and to take all such steps and make all
determinations in connection with the Plan and Options granted
thereunder as it may deem necessary or advisable for the
administration of the Plan,
4. to prescribe, amend, and rescind rules relating to the Plan,
5. to determine, subject to the terms of the Plan, the terms and
provisions of the written agreements by which all Options
shall be granted ("Option Agreements") and, except as provided
in Section 8.9, with the consent of the Grantee, to modify or
amend any such Option Agreement, or to waive
9
<PAGE> 4
any restrictions or conditions applicable to any Option
Agreement or the exercise thereof, at any time,
6. to make such adjustments or modifications to Options to
Grantees working outside the United States as are necessary
and advisable to fulfill the purposes of the Plan,
7. to contest on behalf of the Company or any Grantee, at the
expense of the Company, any ruling or decision on any matter
relating to the Plan or any Option, and
8. to impose such additional conditions, restrictions, and
limitations upon the grant, exercise or retention of Options
as the Committee may, before or concurrently with the grant
thereof, deem appropriate.
The determination of the Committee on all matters relating to the Plan or any
Option or Option Agreement shall be conclusive and final. No member of the
Committee shall be liable for any action or determination made in good faith
with respect to the Plan or any Option.
ARTICLE V.
ELIGIBILITY
Options may be granted to any employee of the Company or any of its
Subsidiaries pursuant to Section 6.1 and shall be granted to non-employee
directors of the Company pursuant to Section 6.4. In selecting the employees
to whom Options may be granted, in determining the number of shares of Stock
subject to each Option granted to any employee, and in determining the other
terms and conditions applicable to each Option granted to any employee, the
Committee shall take into consideration such factors as it deems relevant in
promoting the purposes of the Plan.
ARTICLE VI.
GRANT OF OPTIONS
A. General Conditions.
1. The Grant Date of an Option shall be the date on which the
Committee grants the Option which shall be the date signified
in the Grantee's Option Agreement or such later date as
specified in advance by the Committee.
2. The term of each Option shall be a period of not more than 10
years from the Grant Date, and shall be subject to earlier
termination as herein provided.
3. A Grantee may, if otherwise eligible, be granted additional
Options.
4. Notwithstanding any provision to the contrary contained
herein, the number of shares covered by Options granted hereunder to any one
participant in any fiscal year shall not exceed 80,000 shares.
B. Option Price. No later than the Grant Date of any Option, the
Committee shall determine the Option Price of such Option. The Option Price of
an Option (subject to Section 6.3 with respect to incentive stock options)
shall not be less than 50% of the Fair Market Value of the Stock on the Grant
Date.
C. Grant of Incentive Stock Options. At the time of the grant of
any Option to an employee of the Company or its Subsidiaries, the Committee may
designate that such Option shall be made subject to additional
10
<PAGE> 5
restrictions to permit it to qualify as an incentive stock option under the
requirements of Section 422 of the Internal Revenue Code. Any option
designated as an incentive stock option:
1. shall have an Option Price of (1) not less that 100% of the
Fair Market Value of the Stock on the Grant Date or (2) in the
case of a 10% Owner, not less than 110% of the Fair Market
Value of the Stock on the Grant Date;
2. shall be for a period of not more than 10 years (5 years, in
the case of a 10% Owner) from the Grant Date, and shall be
subject to earlier termination as provided herein or in the
applicable Option Agreement;
3. shall not have an aggregate Fair Market Value (determined for
each incentive stock option at its Grant Date) of Stock with
respect to which incentive stock options are exercisable for
the first time by such Grantee during any calendar year (under
the Plan and any other employee stock option plan of the
Grantee's employer or any parent or subsidiary thereof ("Other
Plans")), determined in accordance with the provisions of
Section 422 of the Internal Revenue Code, which exceeds
$100,000 (the "$100,000 Limit");
4. shall, if the aggregate Fair Market Value of Stock (determined
on the Grant Date) with respect to all incentive stock options
previously granted under the Plan and any Other Plans ("Prior
Grants") and any incentive stock options under such grant (the
"Current Grant") which are exercisable for the first time
during any calendar year would exceed the $100,000 Limit, be
exercisable as follows:
a. the portion of the Current Grant exercisable for the
first time by the Grantee during any calendar year
which would, when added to any portions of any Prior
Grants, be exercisable for the first time by the
Grantee during such calendar year with respect to
stock which would have an aggregate Fair Market Value
(determined as of the respective Grant Date for such
incentive stock options) in excess of the $100,000
Limit shall, notwithstanding the terms of the Current
Grant, be exercisable for the first time by the
Grantee in the first subsequent calendar year or
years in which it could be exercisable for the first
time by the Grantee when added to all Prior Grants
without exceeding the $100,000 Limit; and
b. if, viewed as of the date of the Current Grant, any
portion of a Current Grant could not be exercised
under the provisions of the immediately preceding
provision during any calendar year commencing with
the calendar year in which it is first exercisable
through and including the last calendar year in which
it may by its terms be exercised, such portion of the
Current Grant shall not be an incentive stock option,
but shall be exercisable as a separate non-qualified
stock option at such date or dates as are provided in
the Current Grant;
5. shall be granted within 10 years from the earlier of the date
the Plan is adopted or the date the Plan is approved by the
shareholders of the Company; and
6. shall require the Grantee to notify the Committee of any
disposition of any Stock issued pursuant to the exercise of
the incentive stock option under the circumstances described
in Section 421 (b) of the Internal Revenue Code (relating to
certain disqualifying dispositions), within 10 days of such
disposition.
11
<PAGE> 6
Notwithstanding the foregoing and Section 4.2(e), the Committee may, without
the consent of the Grantee, at any time before the exercise of an Option
(whether or not an incentive stock option), take any action necessary to
prevent such Option from being treated as an incentive stock option.
D. Grant of Nondiscretionary Options. Nondiscretionary Options
shall be granted to each non-employee director of the Company solely on the
following terms and conditions:
1. Each person who is serving as a non-employee director of the
Company on December 14, 1994 shall automatically be granted an
option to purchase five thousand (5,000) shares of Common
Stock (the "nondiscretionary Option"). In addition, each
non-employee director first elected or appointed after
December 14, 1994 shall automatically be granted an option to
purchase five thousand (5,000) shares of Stock on the day such
person is first elected or appointed a non-employee director.
Each nondiscretionary Option granted pursuant to the
provisions of this Section 6.4(a) shall be exercisable in
cumulative annual increments of fifty percent (50%) commencing
on the first anniversary of the Grant Date of such Option;
2. Subject to the approval of the shareholders of the Company of
the provisions of this Section 6.4(b) at the 1996 Annual
Meeting of Shareholders, on each date of the Annual Meeting of
Shareholders of the Company, commencing with the 1996 Annual
Meeting of Shareholders, each non-employee director of the
Company whose term of office will continue after such Annual
Meeting of Shareholders shall automatically be granted an
option to purchase four thousand (4000) shares of Common Stock
as of such date. The non-discretionary option granted
pursuant to this Section 6.4(b) shall be exercisable in full
on the Grant Date of such Option;
3. The exercise price of the nondiscretionary Options granted
pursuant to this Section 6.4 shall be one hundred percent
(100%) of the last bid price of the Stock as of the Grant Date
(or if no bid price was reported as of the Grant Date, as of
the first business day preceding the Grant Date on which a bid
price was reported);
4. (i) If the Grantee has a Termination of Directorship for
Cause, any unexercised Option shall terminate upon
the Grantee's Termination of Directorship;
(ii) If the Grantee has a Termination of Directorship for
any reason other than cause, then any unexercised
Option may be exercised to the extent set forth
below, but in no event beyond the original term of
the Option:
(1) If the Grantee's Termination of Directorship
is caused by the death of the Grantee, then
any unexercised Option may be exercised, in
whole or in part, at any time within one year
after the Grantee's death by the Grantee's
personal representative or by the person to
whom the Option is transferred by will or the
applicable laws of descent and distribution;
(2) If the Grantee's Termination of Directorship
is on account of the Disability of the
Grantee, then any unexercised Option may be
exercised, in whole or in part, at any time
within one year after the date of such
Termination of Directorship; provided that,
if the Grantee dies after such Termination of
Directorship and before the end of such
one-year period, such Option may be exercised
by the deceased Grantee's personal
representative or by the person to whom the
Option is transferred by will or the
applicable laws of descent and distribution
within one year after the Grantee's
Termination of Directorship, or, if later,
within 180 days after the Grantee's death;
and
12
<PAGE> 7
(3) If the Grantee's Termination of Directorship
is for any reason other than Cause, Death or
Disability, then any unexercised Option, to
the extent exercisable at the date of such
Termination of Directorship may be exercised,
in whole or in part, at any time within three
months after such Termination of
Directorship; provided that, if the Grantee
dies after such Termination of Directorship
and before the end of such three-month
period, such Option may be exercised by the
deceased Grantee's personal representative or
by the person to whom the Option is
transferred by will or the applicable laws of
descent and distribution within one year
after the Grantee's Termination of
Directorship to the extent exercisable at the
date of such Termination of Directorship;
5. The nondiscretionary Options granted pursuant to this Section
6.4 shall expire ten (10) years from the Grant Date, subject
to the terms and conditions of the Plan; and
6. The provisions of this Section 6.4 shall not be amended more
than once every six months, other than to comport with changes
in the Internal Revenue Code, the Employee Retirement Income
Security Act, or the rules thereunder.
E. Grantee's Agreement to Serve. Each Grantee who is an employee
of the Company or any Subsidiary and is granted an Option shall, by executing
such Grantee's Option Agreement, agree that such Grantee will remain in the
employ of the Company or any of its Subsidiaries for at least one year after
the Grant Date. Each Grantee who is a non-employee director shall, by
executing such Grantee's Option Agreement, agree that such Grantee will not
resign as a director of the Company or any of its Subsidiaries for at least one
year after the Grant Date. No obligation of the Company or any of its
Subsidiaries as to the length of any Grantee's employment or association with
the Company or any of its Subsidiaries shall be implied by the terms of the
Plan, any Grant of an Option, or any Option Agreement. The Company and its
Subsidiaries reserve the same rights to terminate employment or association of
any Grantee as existed before the Effective Date.
F. Non-transferability. Each Option granted hereunder shall by
its terms not be assignable or transferable other than by will or the laws of
descent and distribution and may be exercised, during the Grantee's lifetime,
only by the Grantee.
ARTICLE VII.
EXERCISE OF OPTIONS
A. Exercise of Options. Subject to Sections 4.2(f), 7.4, and 7.5
and such terms and conditions as the Committee may impose, each Option shall be
exercisable in cumulative annual increments of twenty percent (20%) commencing
on the first anniversary of the Grant Date of such Option; provided, however,
that with respect to any Section 16 Grantee, no shares issued upon exercise of
any Option granted pursuant to the Plan may be sold prior to six months from
the Grant Date of such Option. Each Option shall be exercised by delivery to
the Company of written notice of intent to purchase a specific number of shares
of Stock subject to the Option. The Option Price of any shares of Stock shall
be paid in full at the time of the exercise.
B. Payment of Option Price. A Grantee may, at his election, pay
the Option Price payable upon the exercise of an Option in (a) cash, (b) Stock
valued at its Fair Market Value on the business day next preceding the date of
exercise, or (c) any combination of both (including Stock received by the
Grantee upon the exercise of one or more Options).
13
<PAGE> 8
C. Share Withholding.
1. Mandatory Tax Withholding.
a. Whenever under the Plan, shares of Stock are to be
delivered upon exercise of an Option, the Company
shall be entitled to require as a condition of
delivery (i) that the Grantee remit an amount
sufficient to satisfy all federal, state, and local
withholding tax requirements related thereto, if any,
(ii) the withholding of such sums from compensation
otherwise due to the Grantee or from any shares of
Stock due to the Grantee under the Plan, or (iii) any
combination of the foregoing; or
b. If any disqualifying disposition described in Section
6.3(f) is made with respect to shares of Stock
acquired under an incentive stock option granted
pursuant to the Plan, then the person making such
disqualifying disposition shall remit to the Company
an amount sufficient to satisfy all federal, state,
and local withholding taxes thereby incurred;
provided that, in lieu of or in addition to the foregoing, the Company shall
have the right to withhold such sums from compensation otherwise due to the
Grantee or from any shares of Stock due to the Grantee under the Plan.
2. Elective Share Withholding.
a. Subject to Section 7.3(b)(2), a Grantee may elect the
withholding ("Share Withholding") by the Company of a
portion of the shares of Stock otherwise deliverable
to such Grantee upon the exercise of an Option
("Taxable Event") having a Fair Market Value equal
to:
(i) the Option Price or a portion thereof;
(ii) the minimum amount necessary to satisfy
required federal, state, or local withholding
tax liability attributable to the Taxable
Event (in 1993, the minimum amount required
by federal tax withholding rules is 20% of
the Grantee's taxable income); or
(iii) with the Committee's prior approval, a
greater amount, not to exceed the estimated
total amount of such Grantee's tax liability
with respect to the Taxable Event.
b. Each Share Withholding election by a Grantee shall be
subject to the following restrictions:
(i) any Grantee's election shall be subject to
the Committee's right to revoke such election
of Share Withholding by such Grantee at any
time before the Grantee's election if the
Committee has reserved the right to do so in
the Option Agreement;
(ii) if the Grantee elects Share Withholding to
satisfy federal, state, or local withholding
tax liability attributable to the Taxable
Event, and the shares withheld are
insufficient to satisfy said tax liability,
the Company may withhold income from other
sources due from the Company to the Grantee
in an amount sufficient to satisfy said tax
obligation;
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(iii) if the Grantee is a Section 16 Grantee, such
Grantee's election shall be subject to the
disapproval of the Committee at any time,
whether or not the Committee has reserved the
right to do so;
(iv) the Grantee's election must be made before
the date (the "Tax Date") on which the amount
of tax to be withheld is determined;
(v) the Grantee's election shall be irrevocable;
(vi) a Section 16 Grantee may not elect Share
Withholding within six months after the grant
of the related Option (except if the Grantee
dies or incurs a Disability before the end of
the six-month period);
(vii) a Section 16 Grantee must elect Share
Withholding either six months before the Tax
Date or during the ten business day period
beginning on the third business day after the
release of the Company's quarterly or annual
summary statement of sales and earnings; and
(viii) if the shares withheld have not been held by
the Grantee for at least the greater of:
(1) two years from the date the
Option(s) underlying the shares was
or were granted, or
(2) one year after the transfer of the
share(s) to the Grantee, the use of
the shares will constitute a
disqualifying disposition, and the
Option(s) underlying the shares will
no longer satisfy all of the
requirements under Section 422 of
the Internal Revenue Code to permit
it to qualify as an incentive stock
option.
3. The share withholding provisions of the Plan shall be
inapplicable to the nondiscretionary Options granted to
non-employee directors of the Company pursuant to Section 6.4.
D. Effects of a Change of Control.
1. Notwithstanding any other provisions of the Plan, after a
Change of Control, all Options granted under the Plan shall
immediately be fully exercisable for a period of six months
following said Change of Control, after which time no further
Options may be exercised under the Plan.
2. After a Change of Control, Section 6.5 shall not be construed
to prevent the exercise of a Grantee's Option whether or not
such Grantee remains employed for one year after the
applicable Grant Date.
E. Termination of Employment.
1. Termination for Cause. If the Grantee has a Termination of
Employment for Cause, any unexercised Option shall terminate
upon the Grantee's Termination of Employment.
2. Termination other than for Cause. If the Grantee has a
Termination of Employment for any reason other than cause,
then any unexercised Option may be exercised to the extent set
forth below, but in no event beyond the original term of the
Option:
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<PAGE> 10
a. Death. If the Grantee's Termination of Employment is
caused by the death of the Grantee, then any
unexercised Option may be exercised, in whole or in
part, at any time within one year after the Grantee's
death by the Grantee's personal representative or by
the person to whom the Option is transferred by will
or the applicable laws of descent and distribution;
b. Disability. If the Grantee's Termination of
Employment is on account of the Disability of the
Grantee, then any unexercised Option to the extent
exercisable at the date of such Termination of
Employment (or to such extent as determined by the
Committee), may be exercised, in whole or in part, at
any time within one year after the date of such
Termination of Employment; provided that, if the
Grantee dies after such Termination of Employment and
before the end of such one-year period, such Option
may be exercised by the deceased Grantee's personal
representative or by the person to whom the Option is
transferred by will or the applicable laws of descent
and distribution within one year after the Grantee's
Termination of Employment, or, if later, within 180
days after the Grantee's death; and
c. Other. If the Grantee's Termination of Employment is
for any reason other than Cause, Death or Disability,
then any unexercised Option, to the extent
exercisable at the date of such Termination of
Employment (or to such extent as determined by the
Committee), may be exercised, in whole or in part, at
any time within three months (or such other period
not to exceed one year as determined by the
Committee) after such Termination of Employment;
provided that, if the Grantee dies after such
Termination of Employment and before the end of such
three-month period (or such other period, if any,
determined by the Committee), such Option may be
exercised by the deceased Grantee's personal
representative or by the person to whom the Option is
transferred by will or the applicable laws of descent
and distribution within one year after the Grantee's
Termination of Employment to the extent exercisable
at the date of such Termination of Employment (or to
such extent as determined by the Committee).
notwithstanding subparagraphs (1) through (3) of this subparagraph (b), the
Committee may, in its sole discretion, establish different terms and conditions
pertaining to the effect of Termination of Employment to the extent permitted
by applicable state and federal law.
ARTICLE VIII.
MISCELLANEOUS
A. Substituted Options. If the Committee cancels any Option
(granted under this Plan, or any Plan of any entity acquired by the Company or
any of its Subsidiaries), and a new Option is substituted therefor, then the
Committee may, in its discretion, determine the terms and conditions of such
new Option and may, in its discretion, provide that the grant date of the
cancelled option shall be the date used to determine the earliest date or dates
for exercising the new substituted Option under Section 7.1 hereof so that the
Grantee may exercise the substituted Option at the same time as if the Grantee
had held the substituted Option since the grant date of the cancelled option;
however, in the case of an incentive stock option, the Grant Date as of which
the Option Price will be calculated shall be the date on which the new
substituted Option is issued; provided that no Option shall be cancelled
without the consent of the Grantee if the terms and conditions of the new
Option to be substituted are not at least as favorable as the terms and
conditions of the option to be cancelled.
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<PAGE> 11
B. Securities Law Matters.
1. If the Committee deems it necessary to comply with the
Securities Act of 1933, the Committee may require a written
investment intent representation by the Grantee and may
require that a restrictive legend be affixed to certificates
for shares of Stock.
2. If based upon the opinion of counsel for the Company, the
Committee determines that the exercise or nonforfeitability
of, or delivery of benefits pursuant to, any Option would
violate any applicable provision of (1) federal or state
securities law or (2) the listing requirements of any
securities exchange on which are listed any of the Company's
equity securities, then the Committee may postpone any such
exercise, nonforfeitability or delivery, as the case may be,
but the Company shall use its best efforts to cause such
exercise, nonforfeitability or delivery to comply with all
such provisions at the earliest practicable date. The
Committee's authority under this Section 8.2(b) shall expire
on the date of any Change of Control.
C. Funding. Benefits payable under the Plan to any person shall
be paid directly by the Company. The Company shall not be required to fund, or
otherwise segregate assets to be used for, benefits under the Plan.
D. No Employment Rights. Neither the establishment of the Plan
nor the granting of any Option shall be construed to (a) give any Grantee the
right to remain employed by the Company or any of its Subsidiaries or remain a
director of the Company or any of its Subsidiaries or give any Grantee any
benefits not specifically provided by the Plan or (b) in any manner modify the
right of the Company or any of its Subsidiaries to modify, amend, or terminate
any of its employee benefit plans.
E. Rights as a Shareholder. A Grantee shall not, by reason of
any Option have any right as a shareholder of the Company with respect to the
shares of Stock which may be deliverable upon exercise of such Option until
such shares have been delivered to him.
F. Nature of Payments. Any and all grants or deliveries of
shares of Stock hereunder shall constitute special incentive payments to the
Grantee and shall not be taken into account in computing the amount of salary
or compensation of the Grantee for the purposes of determining any pension,
retirement, death or other benefits under (a) any pension, retirement,
profit-sharing, bonus, life insurance or other employee benefit plan of the
Company or any of its Subsidiaries or (b) any agreement between the Company or
any Subsidiary, on the one hand, and the Grantee, on the other hand, except as
such plan or agreement shall otherwise expressly provide.
G. Non-Uniform Determinations. The Committee's determinations
under the Plan need not be uniform and may be made by the Committee selectively
among employees who receive, or are eligible to receive, Options (whether or
not such persons are similarly situated). Without limiting the generality of
the foregoing, with respect to employee participants, the Committee shall be
entitled, among other things, to make non-uniform and selective determinations
and to enter into non-uniform and selective Option Agreements as to (a) the
identity of the Grantees, (b) the terms and provisions of Options, and (c) the
treatment, under Section 7.5, of Terminations of Employment. Notwithstanding
the foregoing, the Committee's interpretation of Plan provisions shall be
uniform to similarly situated Grantees.
H. Adjustments.
1. The Committee or the Board, as the case may be, shall make
equitable adjustment of:
a. the aggregate numbers of shares of Stock available
under Article III,
b. the number of shares of Stock covered by an Option,
and
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<PAGE> 12
c. the Option Price of any Option, to reflect a stock
dividend, stock split, reverse stock split, share
combination, recapitalization, merger, consolidation,
asset spin-off, reorganization, rights offering,
liquidation, or similar event, of or by the Company
(including any transaction in which shares of Stock
are changed into or exchanged for a different number
or kind of shares of stock or other securities of the
Company or another Corporation);
2. if there is a change in corporate structure or Stock of the
Company, the Board may make any adjustments necessary to
prevent accretion, or to protect against dilution, in the
number and kind of shares of Stock authorized by the Plan, and
with respect to outstanding Options, in the number and kind of
shares of Stock covered thereby and in the applicable Option
Price.
I. Amendment of the Plan. The Board may from time to time in its
discretion amend or modify the Plan without the approval of the shareholders of
the Company, except as such shareholder approval may be required (a) to permit
transactions in Stock pursuant to the Plan to be exempt from liability under
Section 16(b) of the 1934 Act or to comply with any applicable law, rule or
regulation or (b) under the listing requirements of any securities exchange on
which are listed any of the Company's equity securities. No change will be
permitted to an Option previously granted which will impair the rights of a
Grantee without the Grantee's consent. The Board cannot, without shareholder
approval, change the aggregate number of shares of Stock which may be sold
pursuant to Options granted or change the class of employees eligible to
participate in the Plan or adopt any amendment affecting the Option Price at
which Options may be granted under the Plan.
J. Termination of the Plan. The Plan shall terminate on the
tenth (10th) anniversary of the Effective Date or at such earlier time as the
Board may determine. Any termination, whether in whole or in part, shall not
affect any Option or Option Agreement then outstanding under the Plan.
K. No Illegal Transaction. The Plan and all Options granted
pursuant to it are subject to all laws and regulations of any governmental
authority which may be applicable thereto; and notwithstanding any provision of
the Plan or any Option, Grantees shall not be entitled to exercise Options or
receive the benefits thereof and the Company shall not be obligated to deliver
any Stock or pay any benefits to a Grantee if such exercise, delivery, receipt
or payment of benefits would constitute a violation by the Grantee or the
Company of any provision of any such law or regulation.
L. Severability. If all or any part of the Plan is declared by
any court or governmental authority to be unlawful or invalid, such
unlawfulness or invalidity shall not serve to invalidate any portion of the
Plan not declared to be unlawful or invalid. Any Section or part of a Section
so declared to be unlawful or invalid shall, if possible, be construed in a
manner which will give effect to the terms of such Section or part of a Section
to the fullest extent possible while remaining lawful and valid.
M. Headings. The headings of Articles and Sections are included
solely for convenience of reference, and if there is any conflict between such
headings and the text of this Plan, the text shall control.
N. Number and Gender. When appropriate the singular as used in
this Plan shall include the plural and vice versa, and the masculine shall
include the feminine.
O. Controlling Law. The law of the State of Illinois, except its
law with respect to choice of law, shall be controlling in all matters relating
to the Plan.
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<PAGE> 1
Exhibit 5.1
October 8, 1996
Successories, Inc.
919 Springer Drive
Lombard, Illinois 60148
Ladies and Gentlemen:
We are acting as general counsel for Successories, Inc. (the "Company")
in connection with the issuance of up to 500,000 shares of common stock, $.01
par value per share (the "Shares") by the Company pursuant to the Plan, as
defined below. A registration statement on Form S-8, File No. 33-77464
("Registration Statement"), has been filed under the Securities Act of 1933, as
amended ("Act") with respect to the offering of the Shares.
In connection with the offering of the Shares we have examined:
(i) the Successories, Inc. Stock Option Plan, as amended
and restated ("Plan") which is filed as Exhibit 4.1
to the Registration Statement;
(ii) the Registration Statement including the remainder of
the exhibits thereto; and
(iii) such other documents as we deem necessary to form the
opinions hereinafter expressed.
As to various questions of fact material to such options, where
relevant facts were not independently established, we have relied upon
statements of officers of the Company.
Our opinion assumes that:
(a) the pertinent provisions of such federal and state
securities laws as may be applicable have been
complied with; and
(b) the Shares are issued in accordance with the terms of
the Plan.
Based and relying solely upon the foregoing, we advise you that, in our
opinion, the Shares, or any portion thereof, to the extent such Shares
represent original issuances by the Company, when issued pursuant to the Plan
after the Registration Statement has become effective under the Act will be
validly issued, fully paid and nonassessable.
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<PAGE> 2
Successories, Inc.
October 8, 1996
Page 2
We hereby consent to the filing of this opinion as Exhibit 5.1 to the
Registration Statement. In giving this consent, we do not thereby admit that
we come within the category of persons whose consent is required under Section
7 of the Act or the rules and regulations of the Securities and Exchange
Commission promulgated thereunder.
Very truly yours,
/s/ Carroll, Hartigan, Farmer, Cerney &
McGillen, Ltd.
---------------------------------------
CARROLL, HARTIGAN, FARMER
CERNEY & McGILLEN, LTD.
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<PAGE> 1
Exhibit 23.1
PRICE WATERHOUSE LLP
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this
Registration Statement on Form S-8 of our report dated April 26, 1996, which
appears on page F2 of the Celex Group, Inc. Annual Report on Form 10-K for the
period ended February 3, 1996.
Price Waterhouse LLP
Chicago, Illinois
October 7, 1996
21
