<PAGE>
Registration No.
Securities and Exchange Commission
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
UFP TECHNOLOGIES, INC.
(Exact name of issuer as specified
in its charter)
DELAWARE 04-2314970
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
172 East Main Street, Georgetown, Massachusetts 01833
(Address of principal executive offices)
UFP TECHNOLOGIES, INC.
1998 EMPLOYEE STOCK PURCHASE PLAN
1998 DIRECTOR STOCK OPTION INCENTIVE PLAN
(Full title of the plan)
R. Jeffrey Bailly
UFP TECHNOLOGIES, INC.
172 East Main Street
Georgetown, Massachusetts 01833
(978) 352-2200
Copies to:
Patrick J. Kinney, Jr., Esq.
Lynch, Brewer, Hoffman & Sands, LLP
101 Federal Street
Boston, Massachusetts 02110
(617) 951-0800
(Name, address and telephone number of agent for service)
Approximate date of Commencement of Sale pursuant to the plans: Upon
issuance and exercise of options under the Plans.
<PAGE>
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Title of Proposed Proposed
securities Amount maximum maximum Amount of
of to be to be offering price aggregate offer- registra-
registered registered(1) per share(2) ing price tion fee
---------- ------------- -------------- ---------------- ---------
<S> <C> <C> <C> <C>
Common Stock,
$.01 par 300,000 $4.37 $1,311,000 $386.75
value
</TABLE>
(1) The registration statement also includes an indeterminable number of
additional shares that may become issuable as a result of terminated,
expired or surrendered options or pursuant to the antidilution
provisions of the Plans.
(2) Computed on the basis of the closing sales price of securities of the
same class, as reported in the Nasdaq Stock Market, on June 4, 1998.
2
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
Certain important information is set forth in certain reports or
statements filed by UFP Technologies, Inc. (the "Company") with the Securities
and Exchange Commission. The reports or documents listed below are incorporated
herein by reference:
(a) the Company's Annual Report on Form 10-K for the year ended
December 31, 1997 (which incorporates by reference certain portions of the
Company's Proxy Statement for the Company's 1998 Annual Meeting of Stockholders
held on June 3, 1998);
(b) the Company's Quarterly Report on Form 10-Q for the quarter ended
March 31, 1998;
(c) all reports filed by the Company pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934 for periods since March 31, 1998; and
(d) the information set forth under "Description of Registrant's
Securities to be Registered" in the Company's Registration Statement on Form 8-A
dated December 6, 1993 as amended on December 8, 1993 (File No. 1-12648) which
incorporates by reference the description of the Company's securities contained
in the Company's Registration Statement on Form S-1 (File No. 33-70912).
All documents filed by the Company 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 have been
sold or which deregisters all securities then remaining unsold, shall be deemed
to be incorporated by reference and to be a part hereof from the date of filing
such reports and documents.
Item 4. DESCRIPTION OF SECURITIES.
Not applicable.
3
<PAGE>
Item 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
(a) Legal Matters. Lynch, Brewer, Hoffman & Sands, LLP, 101 Federal
Street, Boston, Massachusetts 02110, has rendered its opinion to the Company
that shares included in this offering will, when sold in accordance with the
terms of the Plans, be legally issued, fully paid and non-assessable. Owen B.
Lynch, a partner of Lynch, Brewer, Hoffman & Sands, LLP, is an Assistant
Secretary of the Company.
(b) Experts. The financial statements and schedules of UFP
Technologies, Inc. as of December 31, 1997 and 1996, and for each of the years
in the three-year period ended December 31, 1997, have been incorporated by
reference in this registration statement in reliance upon the report of KPMG
Peat Marwick LLP, independent certified accountants, incorporated by reference
herein, and upon the authority of said firm as experts in accounting and
auditing.
Item 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Company's charter and by-laws provide that the Company may
indemnify all persons whom it shall have power to indemnify to the full extent
permitted by state law. Under Delaware law, a director, officer, employee or
agent who has been successful on the merits or otherwise in defense of any
action, suit or proceeding or in defense of any claim, issue or matter therein
shall be indemnified against expenses (including attorney's fees) actually and
reasonably incurred. In other circumstances, a director, officer, employee or
agent of the Company may be indemnified against expenses (including attorney's
fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred if he/she acted in good faith and has not been adjudged to have derived
an improper personal benefit from the transaction or occurrence forming the
basis for such settlement. The Company has entered into indemnification
agreements with each of its directors and anticipates that it will enter into
similar arrangements with any future directors. The Company may also enter into
similar agreements with certain of the Company's officers who are not also
directors. Generally, the indemnification agreements attempt to provide the
maximum protection permitted by Delaware law with respect to indemnification of
directors. The Company's charter further provides that directors are not liable
for monetary damages for certain violations of their duty of care.
Item 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not Applicable
4
<PAGE>
Item 8. EXHIBITS.
The Exhibit Index immediately preceding the exhibits is incorporated
herein by reference.
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 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
information required to be 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 Plan.
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
5
<PAGE>
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.
C. Insofar as indemnification for liabilities 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 Securities Act of
1933 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
Company 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 Securities Act of 1933 and will be
governed by the final adjudication of such issue.
6
<PAGE>
SIGNATURES
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 had duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized in the Town of Georgetown, Massachusetts, on this 3rd day of June,
1998.
UFP TECHNOLOGIES, INC.
By /s/ R. Jeffrey Bailly
----------------------------
R. Jeffrey Bailly, President
and Chief Executive Officer
7
<PAGE>
POWER OF ATTORNEY
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. By so signing, each of the undersigned,
in his capacity as a director or officer or both, as the case may be, does
hereby appoint R. Jeffrey Bailly, Ronald J. Lataille and Patrick J. Kinney, Jr.,
and each of them singly, his lawful attorney to execute in his name, place and
stead, any and all amendments and supplements to this Registration Statement and
all instruments necessary or incidental in connection therewith, and to file the
same with the Securities and Exchange Commission or any applicable state
securities administrator. Said attorney shall have the full powers and authority
to do and perform in the name and on behalf of each of the undersigned, in any
and all capacities, every act whatsoever requisite or necessary to be done in
the premises as fully, and to all intents and purposes, as each of the
undersigned might do in person, hereby ratifying and approving the acts of such
attorney.
Executed under seal as of the date(s) set forth below.
<TABLE>
<CAPTION>
Signature Title Date
- --------- ----- ----
<S> <C> <C>
/s/R. Jeffrey Bailly President, Chief June 3, 1998
- ---------------------------
R. Jeffrey Bailly Executive Officer,
Director (principal
executive officer)
/s/Ronald J. Lataille Vice President, June 3, 1998
- ---------------------------
Ronald J. Lataille Chief Financial
Officer
/s/Richard L. Bailly Director June 3, 1998
- ---------------------------
Richard L. Bailly
/s/Peter R. Worrell Director June 3, 1998
- ---------------------------
Peter R. Worrell
/s/ William C. Curry Director June 3, 1998
- ---------------------------
William C. Curry
/s/ William H. Shaw Director June 3, 1998
- ---------------------------
William H. Shaw
/s/Kenneth L. Gestal Director June 3, 1998
- ---------------------------
Kenneth L. Gestal
</TABLE>
8
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit Sequentially
Number Description Numbered Page
- ------ ----------- -------------
<S> <C> <C>
4.1 Certificate of Incorporation of the
Company, as amended, [incorporated herein
by reference to the Company's Quarterly
Report on Form 10-Q for the quarter
ended June 30, 1996 (File No. 1-12648)] N/A
4.2 By-laws of the Company [incorporated
herein by reference to the Company's
Registration Statement on Form S-l
(File No. 33-70912)], N/A
4.3 Specimen Stock Certificate [incorporated
by reference to the Company's
Registration Statement on Form S-l
(File No. 33-70912)]. N/A
4.4 1998 Employee Stock Purchase Plan
(incorporated herein by reference to the
Company's Proxy Statement for its 1998
Annual Meeting of Stockholders) N/A
4.5 1998 Director Stock Option Incentive Plan 10
4.6 Form of Annual Stock Option Agreement 17
5 Opinion of Lynch, Brewer, Hoffman &
Sands, LLP 21
23.1 Consent of Lynch, Brewer, Hoffman
& Sands, LLP (included in Exhibit 5) N/A
23.2 Consent of KPMG Peat Marwick LLP 22
24 Power of Attorney 8
</TABLE>
9
<PAGE>
UFP TECHNOLOGIES, INC.
1998 DIRECTOR STOCK OPTION INCENTIVE PLAN
1. STATEMENT OF PURPOSE. This 1998 Non-employee Director Stock
Option Plan (the "Plan") intended to promote the interests of UFP
Technologies, Inc., a Delaware corporation (the "Company") by offering
non-employee members of the Board of Directors of the Company (individually a
"Non-employee Director" and collectively "Non-employee Directors") the
opportunity to participate in a special stock option program designed to
provide them with significant incentives to remain in the service of the
Company.
2. ADMINISTRATION. The Plan shall be administered by the Board of
Directors of the Company or by any committee of the Board of Directors,
including the Compensation Committee (the "Committee"). The Committee shall
have full and plenary authority to interpret the terms and provisions of the
Plan.
3. ELIGIBILITY. Non-employee Directors of the Company shall be
eligible to receive grants of non-statutory options under this Plan
(individually an "Option" and collectively "Options") pursuant to the
provisions of Section 5 hereof.
4. STOCK SUBJECT TO PLAN. The stock issuable under this Plan shall
be shares of the Company's Common Stock, par value $.01 per share (the Common
Stock). Such shares may be made available from authorized but unissued shares
of Common Stock or shares of Common Stock reacquired by the Company. The
aggregate number of shares of Common Stock issuable upon exercise of Options
under this Plan shall not exceed 150,000 shares, subject to adjustment from
time to time in accordance with Section 10 hereof.
5. GRANTING OF OPTIONS.
a. AUTOMATIC GRANTING OF OPTIONS.
Commencing July 1, 1999, and continuing in effect on July 1, in each
subsequent calendar year, each individual who is at the time serving as a
Non-employee Director shall receive an automatic grant of an Option to
purchase 2,500 shares of Common Stock (subject to adjustment as provided in
Section 10 hereof). Each Option granted pursuant to this Section 5(a) (herein
referred to individually as an "Automatic Option" or collectively as
"Automatic Options") shall be for a term of ten (10) years. Each Option shall
become exercisable for any or all of the shares covered by such Option on the
later of the date on which this Plan is ratified by the
10
<PAGE>
shareholders of the Company or six months after the date of automatic grant
pursuant to this Section 5(a). The Automatic Option shall thereafter remain
so exercisable until the expiration or sooner termination of the Option term.
The foregoing automatic grant dates under this Section 5(a) are herein
referred to individually as an "Automatic Grant Date" and collectively as
"Automatic Grant Dates".
b. OPTIONS IN LIEU OF DIRECTOR FEES.
(i) Each Non-Employee Director may elect to receive any or all of
his or her annual director fees or fees for serving as a member of any
committee of the Board of Directors earned during the second half of 1998 and
each subsequent calendar year in the form of Non-Qualified Stock Options
under this Section 5(b). Each Option granted pursuant to this Section 4(b) is
herein referred to individually as an "Elective Option" or collectively as
"Elective Options". Each such election must be irrevocable, and made in
writing and filed with the Secretary of the Company by June 30, 1998 (for
fees earned in the second half of 1998) and (for fees earned in subsequent
calendar years) by December 31 of each year for fees to be received in the
following calendar year.
(ii) A Non-Employee Director may file a new election each calendar
year applicable to fees earned in the immediately succeeding calendar year.
If no new election or revocation of a prior election is received by December
31 of any calendar year, the election, if any in effect for such calendar
year shall continue in effect for the immediately succeeding calendar year.
If a director does not elect to receive his or her fees in the form of
Non-Qualified Stock Options, the fees otherwise due such director shall be
paid in accordance with the normal payment dates of director fees, as the
same may be amended from time to time by the Company.
(iii) The number of common shares covered by each Elective Option
granted in any year under this Section 5(b) shall be determined based on an
independent appraisal for such year of the intrinsic value of options granted
hereunder and the amount of fees covered by the director's election for such
year. The number of common shares covered by options granted in 1998 (as
determined under this procedure) shall be the number of whole shares equal to
(A) the product of three (3) times the amount of fees which the director has
elected under subsection (i) to receive in the form of Elective Options,
divided by (B) One Hundred percent (100%) of the fair market value of one
common share on the grant date. Any fraction of a share shall be disregarded,
and the remaining amount of the fees corresponding to such option shall be
paid in cash.
(iv) Each Elective Option due a director under this Section 5(b)
shall be
11
<PAGE>
issued as of the date of the Annual Meeting of Stockholders of the Company
held in the calendar year during which the corresponding fees otherwise due
the director would have been paid and at a purchase price equal to One
Hundred percent (100%) of the fair market value of the common shares covered
by such option on the grant date, provided, however, that with respect to
fees earned during the second half of 1998, the date of grant shall be July
15, 1998. Each Elective Option shall have a term of ten (10) years and shall
become exercisable for any or all of the shares covered by such Elective
Option on the later of the date on which this plan is ratified by the
shareholders of the Company or six months after the date of grant pursuant to
this Section 5(b). The Elective Option shall thereafter remain so exercisable
until the expiration or sooner termination of the Option term. The foregoing
elective grant dates under this Section 5(b) are herein referred to
individually as an "Elective Grant Date" and collectively as "Elective Grant
Dates"
c. DISCRETIONARY GRANTING OF OPTIONS.
(i) In addition to the Automatic Options and Elective Options,
the Committee may grant non-qualified options to Non-Employee Directors from
time to time in the discretion of the Committee subject to the provisions of
this Section 5(c) and the other provisions of this Plan. Each Option granted
pursuant to this Section 5(c) is herein referred to individually as a
"Discretionary Option" or collectively as "Discretionary Options". The grant
of a Discretionary Option pursuant to this Section 5(c) shall be evidenced by
a written Non-Qualified Stock Option Agreement, executed by the Company and
the Non-Employee Director, stating the number of shares of Common Stock
subject to such Option evidenced thereby and in such form as the Committee
may from time to time determine.
(ii) Subject to the provisions of Section 8 hereof, each
Discretionary Option shall be for a term of not more than ten years. Each
Discretionary Option shall become exercisable in such installments as may be
determined from time to time by the Committee but not earlier than the date
on which this Plan is ratified by the shareholders of the Company. In
addition, subject to such shareholders ratification, the Committee may, in
its discretion (i) accelerate the exercisability of such option subject to
such terms as the Committee deems necessary and appropriate to effectuate the
purpose of the Plan; or (ii) at any time prior to the expiration or
termination of any Option previously granted, extend the term of any such
option for such period as the Committee in its discretion shall determine. In
no event, however, shall the aggregate option period with respect to any
option, including the original term of the option and any extensions thereof,
exceed ten years. Subject to the foregoing, all or any part of the shares to
which the right to purchase has accrued may be purchased at the time of such
accrual or at any time or times thereafter during the option period.
(d) The Non-employee Directors receiving Options are herein
referred to
12
<PAGE>
individually as an "Optionee" and collectively as "Optionees." Options
granted under this Plan are not intended to be treated as incentive stock
options as defined in Section 422 of the Internal Revenue Code of 1986, as
amended (the "Code").
In the event that an Option expires or is terminated or canceled
unexercised as to any shares of Common Stock, the shares subject to the
Option, or portion thereof not so exercised, shall be available for
subsequent grants of Automatic Options, Elective Options or Discretionary
Options under this Plan.
Should the total number of shares of Common Stock at the time
available under this Plan not be sufficient for the automatic or elective
grants to be made at that particular time, the available shares shall be
allocated proportionately among all Automatic and Elective Option grants to
be made at that time.
6. EXERCISE PRICE. The exercise price of a Discretionary Option
shall be determined by the Committee in its discretion, and may be greater
than, but not less than the fair market value, at the time the option is
granted, of the shares of Common Stock subject to the option. The exercise
price of an Automatic Option or an Elective Option shall be 100% of the fair
market value of Common Stock as of the applicable Automatic Grant Date or
Elective Grant Date. Such fair market value shall be deemed to be the last
trading price of the Common Stock on the trading day next preceding the date
of the grant of the option except that if the Common Stock is then listed on
any national exchange, fair market value shall be the mean between the high
and low sales price on the trading day next preceding the date of grant of
the option. If shares of the Common Stock shall not have been traded on any
national exchange or interdealer quotation system for more than 10 days
immediately preceding the date of grant of such option or if deemed
appropriate by the Committee for any other reason, the fair market value of
shares of Common Stock shall be determined by the Committee in such manner as
it may deem appropriate. In no event shall the exercise price of any share of
Common Stock be less than its par value.
7. EXERCISE OF OPTION. An Option may be exercised by giving
written notice to the Company, attention of the Secretary, specifying the
number of shares to be purchased, accompanied by the full purchase price for
the shares to be purchased either in cash, or its equivalent, or by tendering
previously owned shares of the Common Stock of the Company, or by a
combination of these methods. Payment may also be made, in the discretion of
the Committee, by delivery (including delivery by facsimile transmission) to
the Company or its designated agent of an executed irrevocable option
exercise form together with irrevocable instructions to a broker-dealer to
sell a sufficient portion of the shares and deliver the sale proceeds
directly to the Company to pay for the exercise price, or by any other means
which the Committee, in its discretion, determines to be consistent with the
13
<PAGE>
Plan's purpose and applicable law. For the purpose of this Section 7, the per
share value of the Common Stock of the Company shall be the fair market value
determined in accordance with Section 6 hereof, except using the trading day
next preceding the date of exercise. Any Optionee holding two or more options
that are partially or wholly exercisable at the same time may exercise said
options (to the extent they are then exercisable) in any order the Optionee
chooses, regardless of the order in which said options were granted.
In connection with the exercise of options granted under the Plan,
the Company may make loans to the Optionees as the Committee, in its
discretion, may determine. Such loans shall be subject to the following terms
and conditions and such other terms and conditions as the Committee shall
determine not inconsistent with the Plan. Such loans shall bear interest at
such rates as the Committee shall determine from time to time, which rates
may be below then current market rates or may be made without interest. In no
event may any such loan exceed the fair market value, at the date of
exercise, of the shares covered by the Option, or portion thereof, exercised
by the Optionee. No loan shall have an initial term exceeding two years, but
any such loan may be renewable at the discretion of the Committee. When a
loan shall have been made, shares of the Common Stock having a fair market
value at least equal to 150 percent of the principal amount of the loan shall
be pledged by the Optionee to the Company as security for payment of the
unpaid balance of the loan.
At the time of exercise of any Option, the Company may, if it shall
determine it necessary or desirable for any reason, require the Optionee (or
his heirs, legatees or legal representative, as the case may be) as a
condition upon the exercise thereof, to deliver to the Company a written
representation of present intention to purchase the shares for investment and
not for distribution. In the event such representation is required to be
delivered, an appropriate legend may be placed upon each certificate
delivered to the Optionee (or his or her heirs, legatees or legal
representative, as the case may be) upon his or her exercise of part or all
of the Option and a stop transfer order may be placed with the transfer
agent. Each Option shall also be subject to the requirement that, if at any
time the Company determines, in its discretion, that the listing,
registration or qualification of the shares subject to the Option upon any
securities exchange or under any state or federal law or the consent or
approval of any governmental regulatory body is necessary or desirable as a
condition of or in connection with the issue or purchase of shares
thereunder, the Option may not be exercised in whole or in part unless such
listing, registration, qualification, consent or approval shall have been
effected or obtained free of any conditions not acceptable to the Company.
8. TERMINATION OF BOARD MEMBERSHIP - EXERCISE THEREAFTER. Should
an Optionee cease to be a member of the Board of Directors of the Company for
any
14
<PAGE>
reason other than death or permanent disability, such Optionee's Options may
be exercised (to the extent they were exercisable on the date of such
termination) by the Optionee or, if he or she is not living, by his or her
heirs, legatees or legal representative, as the case may be, during their
specified term but not later than three (3) months after the date of such
termination.
Should an Optionee cease to be a member of the Board of Directors of
the Company because of death or permanent disability (as that term is defined
in Section 22(e)(3) of the Code, as now in effect or as subsequently
amended), such Options may be exercised in full, by the Optionee or, if he or
she is not living, by his or her heirs, legatees or legal representatives, as
the case may be, during their specified term but not later than one (1) year
after the date of death or permanent disability.
9. NON-TRANSFERABILITY. Except as otherwise provided in an
Optionee's option agreement, or as otherwise permitted by the Committee in
its discretion, Options shall not be assignable or transferable by the
Optionee otherwise than by will or by the laws of descent and distribution,
or pursuant to a qualified domestic relations order as defined by the Code,
or Title I of the Employee Retirement Income Security Act of 1974, as amended
("ERISA"), or the rules thereunder. Subject to the foregoing, during the
lifetime of the Optionee, Options shall be exercisable only by the Optionee.
10. ADJUSTMENTS. The number of shares subject to this Plan and to
Options granted under this Plan shall be adjusted as follows: (a) in the
event that the number of outstanding shares of Common Stock is changed by any
stock dividend, stock split or combination of shares, the number of shares
subject to this Plan and to Options granted hereunder shall be
proportionately adjusted; (b) in the event of any merger, consolidation or
reorganization of the Company with any other corporation or corporations,
there shall be substituted, on an equitable basis for each share of Common
Stock then subject to this Plan, whether or not at the time subject to
outstanding Options, the number and kind of shares of stock or other
securities to which the holders of shares of Common Stock will be entitled
pursuant to the transaction; and (c) in the event of any other relevant
change in the capitalization of the Company, an equitable adjustment shall be
made in the number of shares of Common Stock then subject to this Plan,
whether or not then subject to outstanding Options. In the event of any such
adjustment the exercise price per share shall be proportionately adjusted.
11. AMENDMENT OR DISCONTINUANCE OF PLAN. This Plan may from time
to time be amended or discontinued by action of the Board of Directors or by
the stockholders of the Company; provided that no such amendment or
discontinuance shall change or impair any Options previously granted without
the consent of the
15
<PAGE>
Optionee.
12. NO IMPAIRMENT OF RIGHTS. Nothing in this Plan or any Automatic
Grant or Elective Grant made pursuant to this Plan shall be construed or
interpreted so as to affect adversely or otherwise impair the Company's right
to remove any Optionee from service on the Board of Directors of the Company
at any time in accordance with the provisions of the Company's By-laws and
applicable law.
13. EFFECTIVE DATE. This Plan was adopted and authorized by the
Board of Directors of the Company on June 3, 1998 subject to the ratification
by the stockholders of the Company and became effective on July 15, 1998,
subject to such stockholder approval. If the Plan is ratified by the
affirmative vote of the holders of a majority of the outstanding shares of
Common Stock of the Company voting in person or by proxy at the next
following stockholders' meeting, it shall be deemed to have become effective
on the Effective Date of July 15, 1998. Options may be granted under the Plan
prior to ratification of the Plan by the stockholders of the Company and, in
each such case, the date of grant shall be determined without reference to
the date of ratification of the Plan by stockholders of the Company;
provided, however that if the Plan is not ratified by stockholders, all
options granted hereunder shall be canceled and void.
16
<PAGE>
NON-QUALIFIED STOCK OPTION AGREEMENT
(Annual Automatic Option)
OPTION AGREEMENT made as of the 1st day of July, 19 between UFP
TECHNOLOGIES, INC., a Delaware corporation (hereinafter called the
Corporation), and , a non-employee director of the
Corporation (hereinafter called the "Optionee").
The Corporation desires, by affording the Optionee an opportunity to
purchase 2,500 shares of its Common Stock, $.01 par value (hereinafter called
the Common Stock), as hereinafter provided, to carry out the purpose of the
1998 Director Stock Option Incentive Plan (the "Director Option Plan") of the
Corporation, adopted June 3, 1998.
NOW, THEREFORE, in consideration of the mutual covenants hereinafter
set forth and for other good and valuable consideration, the parties hereto
have agreed, and do hereby agree as follows:
1. GRANT OF OPTION. The Corporation hereby irrevocably grants to
the Optionee the right and option (hereinafter called the "Option") to
purchase all or any part of an aggregate of 2,500 shares of the Common Stock
(such number being subject to adjustment as provided in paragraph 7 hereof)
on the terms and conditions herein set forth.
2. PURCHASE PRICE. The exercise price of each of the shares of the
Common Stock covered by the Option shall be $ representing the
fair market value as of the date hereof.
3. TERM OF OPTION; CONDITIONS TO ISSUANCE AND EXERCISE OF OPTION.
The term of the Option shall be for a period of ten years from the date
hereof, subject to earlier termination as provided in paragraph 5 hereof. The
Option shall become exercisable in full on the later of the date on which the
Director Option Plan is approved by the shareholders of the Corporation, or
six months following the date of grant hereunder. The purchase price of the
shares as to which the Option shall be exercised shall be paid at the time of
exercise as provided in paragraph 7 hereof. Except as provided in paragraph 5
hereof, the Option may not be exercised at any time unless the Optionee shall
have continued to serve as a director of the Corporation, from the date
hereof to the date of the exercise of the Option.
The Corporation may, in its discretion, require as conditions to the
right to exercise this Option that (a) a Registration Statement under the
Securities Act of 1933, as amended, shall be in effect and current with
respect to the shares issuable upon exercise of this Option, or (b) the
Optionee has given to the
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Corporation prior to the purchase of any shares pursuant hereto, assurances
satisfactory to it that such shares are being purchased for the purpose of
investment and not with a view to or for sale in connection with any
distribution thereof, including without limitation, a written agreement of
the Optionee that the shares will not be transferred unless registered under
the Securities Act of 1933, as amended, or unless counsel for the Corporation
gives a written opinion that such transfer is permissible under Federal and
State law without registration.
Nothing herein contained shall be deemed to require the Corporation
to register, under Federal or any State law, this Option or any shares issued
hereunder.
4. NON-TRANSFERABILITY. The Option shall not be transferable
otherwise than by will or the laws of descent and distribution, or pursuant
to a qualified domestic relations order as defined by the Internal Revenue
Code (the "Code"), or Title I of the Employee Retirement Income Security Act
of 1974, as amended ("ERISA"), or the rules thereunder. Subject to the
foregoing, during the lifetime of the Optionee, the Option shall be
exercisable only by the Optionee. More particularly (but without limiting the
generality of the foregoing), the Option may not be assigned, transferred
(except as provided above), pledged, or hypothecated in any way, shall not be
assignable by operation of law and shall not be subject to execution,
attachment, or similar process. Any attempted assignment, transfer, pledge,
hypothecation, or other disposition of the Option contrary to the provisions
hereof, and the levy of any execution, attachment, or similar process upon
the Option shall be null and void and without effect.
5. TERMINATION OF BOARD MEMBERSHIP-EXERCISE THEREAFTER. In the
event that the Optionee's service on the Board of Directors of the
Corporation is terminated for any reason other than death or permanent
disability, such Optionee's Options may be exercised by the Optionee or, if
he or she is not living, by his or her heirs, legatees or legal
representatives, as the case may be, during their specified term but not
later than three (3) months after the date of such termination.
Should an Optionee cease to be a member of the Board of Directors
of the Corporation because of death or permanent disability (as that term is
defined in Section 22(e)(3) of the Code, as now in effect or as substantially
amended), such Options may be exercised by the Optionee or, if he or she is
not living, by his or her heirs, legatees or legal representatives, as the
case may be, during their specified term but not later than one (1) year
after the date of death or permanent disability.
6. CHANGES IN CAPITAL STRUCTURE. The number of shares subject to
the Option shall be adjusted as follows: (a) in the event that the number of
outstanding shares of Common Stock of the Corporation is changed by any stock
dividend,
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stock split or combination of shares, the number of shares then subject to
the Option shall be proportionately adjusted; (b) in the event of any merger,
consolidation or reorganization of the Corporation with any other corporation
or corporations, there shall be substituted, on an equitable basis for each
share of Common Stock then subject to the Option, the number and kind of
shares of Stock or other securities to which the holders of shares of Common
Stock of the Corporation will be entitled pursuant to the transaction; and
(c) in the event of any other relevant change in the capitalization of the
Corporation, the Board of Directors of the Corporation shall provide for an
equitable adjustment in the number of shares of Common Stock then subject to
the Option. In the event of any such adjustment, the purchase price per share
shall be proportionately adjusted.
7. METHOD OF EXERCISING OPTION. Subject to the terms and
conditions of this Option Agreement, the Option may be exercised by written
notice to the Corporation at its principal business address attention of the
Secretary. Such notice shall state the election to exercise the Option and
the number of shares in respect of which it is being exercised, and shall be
signed by the person or persons so exercising the Option. At that time, this
Option Agreement shall be turned in to the Corporation for action by the
Corporation to reduce the number of shares to which it applies. Such notice
shall be accompanied by payment in cash, by check, by shares of the Common
Stock of the Corporation, or, if so approved by the Committee, by a
promissory note in a form specified by the Committee, or by a combination of
these methods. In the event that payment is made in shares of the Common
Stock, the per share value of the Common stock shall be the last trading
price of the Common Stock on the trading day next preceding the date of
exercise of the Option. Payment may also be made, in the discretion of the
Committee, by delivery (including delivery by facsimile transmission) to the
Corporation or its designated agent of an executed irrevocable option
exercise form together with irrevocable instructions to a broker-dealer to
sell a sufficient portion of the shares and deliver the sale proceeds
directly to the Corporation to pay for the exercise price, or by any other
means which the Committee, in its discretion, determines to be consistent
with the Plan's purpose and applicable law. Any Optionee holding two or more
options that are partially or wholly exercisable at the same time may
exercise said options (to the extent they are then exercisable) in any order
the Optionee chooses, regardless of the order in which said options were
granted.
The certificate or certificates for the shares as to which the
Option shall have been so exercised shall be registered in the name of the
person or persons so exercising the Option and shall be delivered as provided
above to or upon the written order of the person or persons exercising the
Option. In the event the Option shall be exercised, pursuant to paragraph 5
hereof, by any person or persons other than the Optionee, such notice shall
be accompanied by appropriate proof of the right of such person or persons to
exercise the Option.
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At the time of the exercise of the Option the Corporation may
require, as a condition of the exercise of such Option, the Optionee to pay
the Corporation an amount equal to the amount of tax the Corporation may be
required to withhold to obtain a deduction for federal income tax purposes as
a result of the exercise of the Option by the Optionee.
8. GENERAL. The Corporation shall at all times during the term of
the Option reserve and keep available such number of shares of Common Stock
as will be sufficient to satisfy the requirements of this Option Agreement,
shall pay all original issue taxes with respect to the issue of shares
pursuant hereto and all other fees and expenses necessarily incurred by the
Corporation in connection therewith, and will from time to time use its best
efforts to comply with all laws and regulations which, in the opinion of
counsel for the Corporation, shall be applicable thereto. The Corporation
makes no representation or warranty that this Option or shares issued
pursuant hereto qualify under any Federal or State law for any special tax
treatment. The terms of this Option Agreement shall be construed to conform
with, and shall be governed by the provisions of the Director Option Plan and
in the event of any inconsistency between the provisions of this Option
Agreement and such Plan the provisions of such Plan shall control.
9. APPROVAL BY STOCKHOLDERS. The grant of the Option is
conditional upon the approval by the stockholders of the Corporation of the
Director Option Plan adopted by the Board of Directors at the meeting of the
Board of Directors held on June 3, 1998. In the event that such Plan is not
so approved by the stockholders, this Option shall be cancelled and void.
IN WITNESS WHEREOF, the Corporation has caused this Option Agreement
to be duly executed by its officer thereunto duly authorized, and the
Optionee has hereunto set his hand and seal all as of the day and year first
above written.
UFP TECHNOLOGIES, INC.
By:
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Address
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June 12, 1998
Securities and Exchange Commission
450 Fifth Street N.W.
Washington, D.C. 20549
RE: Registration of 300,000 shares of Common Stock of UFP
Technologies, Inc. on SEC Form S-8 Registration Statement
----------------------------------------------------------
Gentlemen:
Our opinion, as counsel for UFP Technologies, Inc. (the
"Company"), has been solicited in connection with the registration under the
Securities Act of 1933 of an aggregate of 300,000 shares of Common Stock,
$.01 par value ("Common Stock"), 150,000 shares of which are to be issued by
the Company pursuant to the Company's 1998 Employee Stock Purchase Plan (the
"Stock Purchase Plan") and 150,000 shares of which are to be issued by the
Company pursuant to the Company's 1998 Director Stock Option Incentive Plan
(the "Option Plan") as more particularly set forth in the Registration
Statement on Form S-8 to be filed with the Securities and Exchange Commission
on or about June 12, 1998.
We have examined the Certificate of Incorporation of the Company,
as amended, the By-laws and minute books of the Company, the Stock Purchase
Plan, the Option Plan, and the pertinent statutes of the State of Delaware.
Based upon the foregoing, we are of the opinion that the shares of
Common Stock being offered by the Company pursuant to said Registration
Statement will be, when issued and paid for in accordance with the terms of
the Stock Purchase Plan and the Option Plan, legally issued, fully paid and
non-assessable.
We consent to the filing of this opinion as an Exhibit to the
Registration Statement.
Very truly yours,
LYNCH, BREWER, HOFFMAN & SANDS, LLP
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CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
The Board of Directors
UFP Technologies, Inc.
We consent to the incorporation by reference in the registration statement on
Form S- 8, dated June 3, 1998 pertaining to UFP Technologies, Inc.'s 1998
Employee Stock Purchase Plan and 1998 Director Stock Option Incentive Plan of
our report dated February 12, 1998 relating to the consolidated balance
sheets of UFP Technologies, Inc. and subsidiary as of December 31, 1997 and
1996, and the related consolidated statements of operations, stockholders'
equity and cash flows for each of the years in the three-year period ended
December 31, 1997, and all related schedules, which report appears in the
December 31, 1997 annual report on Form 10-K of UFP Technologies, Inc. and
subsidiaries, and to our firm under the heading "Experts" in the registration
statement.
KPMG PEAT MARWICK LLP
Boston, Massachusetts
June 8, 1998
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