<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MARCH 17, 2000
REGISTRATION NO. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------
FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
STRATASYS, INC.
(Exact Name of Registrant as Specified in its Charter)
DELAWARE 36-3658792
(State or other jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification Number)
14950 Martin Drive, Eden Prairie, Minnesota 55344-2020
(Address of principal executive offices) (Zip Code)
STRATASYS, INC. SECOND AMENDED AND RESTATED 1994-2 STOCK PLAN
(Full Title of the Plan)
STRATASYS, INC. 1998 INCENTIVE STOCK OPTION PLAN
(Full Title of the Plan)
STRATASYS, INC. 2000 INCENTIVE STOCK OPTION PLAN
(Full Title of Plan)
S. SCOTT CRUMP, PRESIDENT
STRATASYS, INC.
14950 MARTIN DRIVE
EDEN PRAIRIE, MINNESOTA 55344-2020
(613) 937-3000
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
A copy of all communications, including communications sent to the agent
for service should be sent to:
ERIC HONICK, ESQ.
SNOW BECKER KRAUSS P.C.
605 THIRD AVENUE
NEW YORK, N.Y. 10158-0125
(212) 687-3860
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
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Title of Each Class of Proposed Maximum Proposed Maximum
Securities to be Amount to be Offering Aggregate Offering Amount of
Registered Registered Price Per Share Price Registration Fee
- ---------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Stock Options 1,250,000(1) $--------------- $-------------- $------------(2)
===========================================================================================================================
</TABLE>
<PAGE> 2
<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------------------------
Title of Each Class of Proposed Maximum Proposed Maximum
Securities to be Amount to be Offering Aggregate Offering Amount of
Registered Registered Price Per Share Price Registration Fee
- ---------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, par value
$.01 per share 600 (3)(4) $ 3.78 $ 2,268 $ .60
500 (3)(4) $ 4.13 $ 2,065 $ .55
6,000 (3)(4) $ 4.44 $ 26,640 $ 7.03
2,000 (3)(4) $ 4.53 $ 9,060 $ 2.39
600,480 (3)(4) $ 5.00 $ 3,002,400 $ 792.63
500 (3)(4) $ 5.08 $ 2,540 $ .67
1,000 (3)(4) $ 5.22 $ 5,220 $ 1.38
10,380 (3)(4) $ 5.25 $ 54,495 $ 14.39
114,880 (3)(4) $ 5.38 $ 618,054 $ 163.17
1,000 (3)(4) $ 6.06 $ 6,060 $ 1.60
1,000 (3)(4) $ 6.22 $ 6,220 $ 1.64
1,000 (3)(4) $ 6.25 $ 6,250 $ 1.65
2,000 (3)(4) $ 6.28 $ 12,560 $ 3.32
500 (3)(4) $ 6.63 $ 3,315 $ .88
2,000 (3)(4) $ 6.94 $ 13,880 $ 3.60
600 (3)(4) $ 7.00 $ 4,200 $ 1.11
1,000 (3)(4) $ 7.09 $ 7,090 $ 1.87
2,000 (3)(4) $ 7.38 $ 14,760 $ 3.90
31,200 (3)(4) $ 7.55 $ 235.560 $ 62.19
2,000 (3)(4) $ 7.63 $ 15,260 $ 4.03
200 (3)(4) $ 7.66 $ 1,532 $ .40
1,000 (3)(4) $ 7.70 $ 7,700 $ 2.03
1,500 (3)(4) $ 7.76 $ 11,640 $ 3.07
2,500 (3)(4) $ 7.92 $ 19,800 $ 5.23
101,488 (3)(4) $ 8.00 $ 811,904 $ 214.34
1,000 (3)(4) $ 8.13 $ 8,130 $ 2.15
1,000 (3)(4) $ 9.13 $ 9,130 $ 2.41
400 (3)(4) $ 12.75 $ 5,100 $ 1.35
400 (3)(4) $ 14.25 $ 5,700 $ 1.50
128,650 (3)(4) $ 15.00 $ 1,929,750 $ 509.45
200 (3)(4) $ 15.56 $ 3,112 $ .82
4,400 (3)(4) $ 15.88 $ 69,872 $ 18.45
800 (3)(4) $ 16.00 $ 12,800 $ 3.38
39,500 (3)(4) $ 16.13 $ 637,135 $ 168.20
8,420 (3)(4) $ 16.50 $ 138.930 $ 36.68
800 (3)(4) $ 16.94 $ 13,552 $ 3.58
19,800 (3)(4) $ 17.00 $ 336,600 $ 88.86
3,000 (3)(4) $ 17.38 $ 52,140 $ 13.76
500 (3)(4) $ 17.44 $ 8,720 $ 2.30
2,100 (3)(4) $ 17.50 $ 36,750 $ 9.70
720 (3)(4) $ 17.63 $ 12,694 $ 3.35
200 (3)(4) $ 17.75 $ 3,550 $ .99
1,200 (3)(4) $ 18.63 $ 22,356 $ 5.90
1,750 (3)(4) $ 18.94 $ 33,145 $ 8.75
800 (3)(4) $ 19.19 $ 15,352 $ 4.05
100 (3)(4) $ 19.44 $ 1,994 $ .53
300 (3)(4) $ 19.56 $ 5,868 $ 1.55
200 (3)(4) $ 20.06 $ 4,012 $ 1.06
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</TABLE>
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<PAGE> 3
<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------------------------
Title of Each Class of Proposed Maximum Proposed Maximum
Securities to be Amount to be Offering Aggregate Offering Amount of
Registered Registered Price Per Share Price Registration Fee
- ---------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
4,000 (3)(4) $20.13 $ 80,520 $ 21.26
200 (3)(4) $20.69 $ 4,138 $ 1.09
3,000 (3)(4) $21.55 $ 64,320 $ 17.07
4,000 (3)(4) $21.81 $ 87,240 $ 23.03
2,000 (3)(4) $23.50 $ 47,000 $ 12.41
153,232 (4)(5) $ 9.72 (6) $ 1,489,415 (6) $ 393.21(6)
- ---------------------------------------------------------------------------------------------------------------------------
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 2,650.46
===========================================================================================================================
</TABLE>
(1) Represents options granted or to be granted pursuant to the Stratasys,
Inc. Second Amended and Restated 1994-2 Stock Plan (the "1994-2 Plan")
the Stratasys, Inc. 1998 Incentive Stock Option Plan (the "1998 Plan"),
and the Stratasys, Inc. 2000 Incentive Stock Option Plan. Prior to its
amendment, the 1994-2 Plan authorized the Registrant to grant options
to purchase up to 500,000 shares of the Registrant's Common Stock, and
the Registrant filed a Registration Statement on Form S-8, dated June
9, 1995 (File No. 33-93362), with respect to the grant of such options
and the issuance of shares of Common Stock pursuant to the exercise of
such options. The 1994-2 Plan was subsequently amended to permit the
grant of options to purchase an additional 500,000 shares of Common
Stock, and this Registration Statement is being filed with respect to
such additional options.
(2) No registration fee is required pursuant to Rule 457(h)(3).
(3) Shares issuable upon exercise of options granted under the 1994-2 Plan,
the 1998 or the 2000 Plan.
(4) Pursuant to Rule 416, includes an indeterminable number of shares of
Common Stock which may become issuable pursuant to the anti-dilution
provisions of the 1994-2 Plan, the 1998 Plan, the 2000 Plan and the
Options.
(5) Shares issuable on exercise of options to be granted under the 1994-2
Plan, the 1998 Plan or the 2000 Plan.
(6) Calculated solely for the purpose of determining the registration fee
pursuant to Rule 457(h) (1) based upon the average of the high and low
sales prices of the Registrant's Common Stock on the Nasdaq National
Market on March 16, 2000.
NOTE
This Registration Statement includes a form of prospectus to be used by
certain persons who may be deemed to be affiliates of the Registrant in
connection with the resale of shares of Common Stock received by such persons
pursuant to the exercise of options granted under
- - Registrant's 2000 Incentive Stock Option Plan
- - Registrant's 1998 Incentive Stock Option Plan
- - Registrant's Second Amended and Restated 1994-2 Stock Option Plan,
500,000 of which shares are subject to this Registration Statement and
500,000 of which are subject to the Registrant's Registration Statement
on Form S-8, filed on June 9, 1995 (File No. 33-93362)
- - Registrant's 1994 Stock Option Plan, which shares are subject to
Registrant's Registration Statement on Form S-8, filed on June 9, 1995
(File No. 33-93362)
-iii-
<PAGE> 4
- - Registrant's Employee Stock Option Plan #1, which shares are subject to
Registrant's Registration Statement on Form S-8, filed on June 9, 1995
(Registration No. 33-93362).
-iv-
<PAGE> 5
PROSPECTUS
STRATASYS, INC.
362,537 SHARES
We have prepared this prospectus so certain of our officers and
directors may resell our shares of common stock. The selling stockholders have
acquired or may acquire common stock upon exercise of options granted or to be
granted under any of the following plans:
- - Stratasys, Inc. Employee Stock Option Plan #1 ("Plan #1")
- - Stratasys, Inc. Amended and Restated 1994 Stock Option Plan ("1994
Plan")
- - Stratasys, Inc. Amended and Restated 1994-2 Stock Option Plan (the
"1994-2 Plan")
- - Stratasys, Inc. 1998 Incentive Stock Option Plan ("1998 Plan")
- - Stratasys, Inc. 2000 Incentive Stock Option ("2000 Plan")
The maximum number of shares which may be offered or sold under this prospectus
will be adjusted if we:
- split our common stock
- declare a dividend on our common stock
- recapitalize
- do anything else that affects our outstanding common stock
Our common stock is listed on the Nasdaq National Market and the Pacific Stock
Exchange. We anticipate the selling stockholders to offer shares of common stock
for resale at prevailing prices on the Nasdaq National Market or the Pacific
Stock Exchange on the date of sale. We will not receive any of the proceeds from
the sale of the common stock, but we will receive the exercise price upon
exercise of options.
OUR COMMON STOCK IS A SPECULATIVE INVESTMENT AND INVOLVES A HIGH DEGREE OF
RISK. YOU SHOULD READ THE DESCRIPTION OF CERTAIN RISKS UNDER THE CAPTION
"RISK FACTORS" COMMENCING ON PAGE 4 BEFORE PURCHASING OUR COMMON STOCK.
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED THESE SECURITIES OR DETERMINED
WHETHER THIS PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.
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INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THE SELLING SECURITYHOLDERS MAY NOT SELL
THESE SECURITIES UNTIL THE REGISTRATION STATEMENT FILED WITH THE SECURITIES AND
EXCHANGE COMMISSION IS EFFECTIVE. THIS PROSPECTUS IS NOT AN OFFER TO SELL THESE
SECURITIES AND IT IS NOT SOLICITING AN OFFER TO BUY NOR SHALL THERE BE ANY SALE
OF THESE SECURITIES IN ANY STATE WHERE THE OFFER OR SALE IS PROHIBITED.
- --------------------------------------------------------------------------------
The date of this Prospectus is March 17, 2000.
<PAGE> 6
INFORMATION ABOUT STRATASYS
We file reports, proxy statements and other information with the SEC.
You may read and copy any document we file at the Public Reference Room of the
SEC at Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549, and at
the Regional Offices of the SEC at Seven World Trade Center, Suite 1300, New
York, New York 10048, and at 500 West Madison Street, Suite 1400, Chicago,
Illinois 60661-2511. Please call 1-800-SEC-0330 for further information
concerning the Public Reference Room. Our filings also are available to the
public from the SEC's website at www.sec.gov. We distribute to our stockholders
annual reports containing audited financial statements. Our common stock is also
listed on the Pacific Stock Exchange. Copies of our reports, proxy statements
and other information may also be inspected at the office of the Pacific Stock
Exchange, 301 Pine Street, San Francisco, California 94104.
INFORMATION INCORPORATED BY REFERENCE
The SEC allows us to "incorporate by reference" the information that we
file with it, which means that we can disclose important information to you by
referring to those documents. The information incorporated by reference is
considered to be part of this prospectus, and information we file later with the
SEC will automatically update and supersede this information. We incorporate by
reference the documents listed below and any future filings that we make with
the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act
until the offering is completed:
1. Annual Report on Form 10-KSB for the fiscal year ended December 31,
1998
2. Quarterly Report on Form 10-Q for the quarter ended March 31, 1999
3. Quarterly Report on Form 10-Q for the quarter ended June 30, 1999
4. Quarterly Report on Form 10-Q for the quarter ended September 30, 1999
5. Current Report on Form 8-K filed on January 15, 1999
6. Proxy Statement dated April 6, 1999
7. The description of our common stock contained in our Registration
Statement on Form 8-A (File No. 1-13400) under Section 12 of the
Securities Exchange Act.
You may request a copy of these filings, at no cost, by writing or calling us
at:
Stratasys, Inc.
14950 Martin Drive
Eden Prairie, Minnesota 55344-2020
Attention: Chief Financial Officer
Telephone: (612) 937-3000
This prospectus is part of a registration statement that we filed with
the SEC. You should rely only on the information or representations provided in
this prospectus. We have not authorized anyone to provide you with different
information. The common stock will not be offered in any state where an offer is
not permitted. You should not assume that the information in this prospectus is
accurate as of any date other than the date on the cover of this prospectus.
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<PAGE> 7
OUR BUSINESS
We are a leader in the three dimensional ("3D") imaging business, which
is referred to as "rapid prototyping". We develop, manufacture and market a
family of RP devices that enable engineers and designers to create physical
models, tooling and prototypes out of plastic and other materials directly from
a computer aided design ("CAD") workstation. In many industries, the models and
prototypes required in product development are produced laboriously by
hand-sculpting or machining, a traditional process that can take days or weeks.
Our computerized modeling systems use our proprietary technology to make models
and prototypes directly from a designer's three-dimensional CAD in a matter of
hours.
We believe that the RP systems using our patented fused deposition
modeling ("FDM(R)") technology and new Genisys(R) technology are the only rapid
prototyping systems commercially available that can produce parts from plastic
without relying on lasers. This affords us a number of significant advantages
over other commercially available 3D rapid prototyping technologies, which
primarily rely on lasers to create models. These benefits include:
- - the ability to use the device in an office environment due to the
absence of hazardous emissions
- - the need for relatively little set up of the system for a particular
project
- - the availability of a variety of modeling materials
- - the lack of any need for costly replacement lasers and laser parts
Our RP systems can also run virtually unattended, producing models while
designers perform other tasks.
The process our FDM(R) systems use to develop a three-dimensional model
begins with the creation of a conceptual geometric model on a CAD workstation.
The model is then imported into our proprietary QuickSlice(R) software program,
which mathematically slices the conceptual model into horizontal layers that are
downloaded into our RP system. This rapid prototyping software basically draws
cross-sections of the model one layer at a time to create a three-dimensional
"blueprint." A spool of thin thermoplastic modeling material feeds into a moving
FDM(R) extruding head, which heats the material to a semi-liquid state. This
semi-liquid material is then extruded and deposited in ultra-thin flat layers on
a base (the "X-Y Stage") in the modeling chamber. As the computer-controlled
head directs the material into place layer upon layer, the material solidifies,
creating a precise and strong laminated model.
The Genisys(R) modeling process is similar. Genisys(R) uses our
proprietary AutoGen(R) software to slice the conceptual model created on a CAD
workstation into horizontal layers that are downloaded into Genisys(R).
Genisys(R) then uses wafers of polyester modeling material, rather than spools
of filament, to feed the extrusion head. The extrusion head heats these wafers
and, using a precision hydraulic conical pump, deposits a continuous layer of
plastic polymer beads (much like squeezing toothpaste from a tube) onto the X-Y
Stage to create a three-dimensional model by building up layers. In comparison
to our FDM(R) systems, due to its size, Genisys(R) allows the prototype to be
created on a desktop, directly from a workstation, like a 3D printer.
Stratasys, Inc. was incorporated in Delaware on August 8, 1989. Our
executive offices are located at 14950 Martin Drive, Eden Prairie, Minnesota
55344-2020, and our telephone number is (612) 937-3000.
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<PAGE> 8
RISK FACTORS
Before you buy our common stock, you should be aware of the risks of
investment, including those described below. You should carefully consider these
risk factors together with all of the other information included in this
prospectus, including the information provided in the documents that we
incorporate by reference.
RISKS RELATING TO OUR BUSINESS AND FINANCIAL CONDITION
WE HAVE A HISTORY OF LOSSES, AND WE MAY NOT BE ABLE TO SUSTAIN
PROFITABILITY.
Our operating profits for the following fiscal years were:
1999........................... $2,480,661
1997........................... $208,963
1996........................... $2,171,744
1995........................... $141,078
However, we incurred net operating losses for the following fiscal years:
1998........................... $6,429,382
1994........................... $1,100,696
1993........................... $1,029,038
We expect our operating expenses to vary little as our sales fluctuate,
and we will be required to continue to incur research and new product
development expenses to compete effectively. Therefore, our profitability will
depend in large part on our ability to increase sales. Our ability to increase
sales and sustain profitability will depend on the following factors, among
others:
- our ability to secure new customers
- our ability to develop and sell new products
- the ability of our management to successfully implement our
business strategy
- our ability to manufacture and deliver products in a timely
manner
- the response of our competitors to our products
IF WE ARE UNABLE TO SUCCESSFULLY MARKET OUR RP PRODUCTS AND SERVICES,
WHICH ARE OUR ONLY PRODUCT LINES, WE MAY NOT SUCCEED AS A BUSINESS.
We currently derive substantially all of our revenues from sales of our RP
systems and related services and consumable products. We do not presently market
any other products or services, and we may not develop other products or
services in the future. Therefore, if we cannot sell our RP products and
services profitably, we will be unable to sustain profitability. You should not
expect us to be able to acquire or develop new products or services that we can
sell profitably, if we cannot sell our RP products and services profitably.
THE RAPIDLY CHANGING MARKET FOR RP SYSTEMS REQUIRES US TO MAKE
SUBSTANTIAL EXPENDITURES FOR PRODUCT ENHANCEMENT AND NEW PRODUCT DEVELOPMENT,
WHICH COULD ADVERSELY AFFECT OUR PROFITABILITY.
Our ability to compete in the RP market depends, in large part, on our
success in enhancing our existing product lines and in developing new products.
Even if we successfully enhance existing products, it is likely that new
products and technologies that we develop will eventually supplant our enhanced
products. The introduction of new, cost-effective products could cause our net
income from sales to decline, despite an increase in sales volume. We may not
successfully enhance existing products or develop new products and any of our
products may be rendered obsolete or uneconomical by our or others'
technological advances.
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<PAGE> 9
WE FACE COMPETITION FROM A VARIETY OF COMPANIES AND TECHNOLOGIES, AND
WE MAY NOT BE ABLE TO COMPETE EFFECTIVELY AGAINST THEM.
Competition in the RP business is intense. Our principal competitors in
the RP field are 3-D Systems, Inc., DTM Corp., Z Corp., and EOS, all of which
rely on technologies that are different from ours. Some of these companies have
significantly greater financial, product development, manufacturing and
marketing resources than ours. Our RP systems also compete with traditional
methods of producing models and prototypes, such as machining and
hand-sculpting, which continue to be widely used. Our RP systems compete on the
bases of price, reliability, and ease of use. Our competitors may devote greater
resources to the development, promotion and sale of their products than we can
to the sale of our products. They may also develop RP systems and technologies
that are superior to or have greater market acceptance than ours. Our
competitors may also engage in more extensive research and development,
undertake more extensive marketing campaigns, and adopt more aggressive pricing
policies than we can. All of these factors would make it more difficult to
market our products effectively and to sustain profitability. If we are unable
to compete successfully, our business, financial condition and results of
operations will be adversely affected.
OUR FINANCIAL RESULTS COULD BE ADVERSELY AFFECTED BY FOREIGN CURRENCY
FLUCTUATIONS AND OTHER EVENTS IMPACTING FOREIGN MARKETS.
Sales of our RP products and services outside the United States
comprised approximately 50% of our revenues in 1999, and we expect to have a
comparable percentage of sales in foreign countries in 2000. Since we invoice
all of our foreign sales in U.S. dollars, a decline in the value of foreign
currencies against the U.S. dollar would make our products more expensive
overseas. Such a de facto price increase could have the effect of materially
reducing our revenues. The following factors could also have the effect of
reducing our foreign sales:
- - Potential increased costs associated with overlapping tax structures.
- - Trade restrictions and exchange controls.
- - More limited protection for intellectual property rights in some
countries.
- - Difficulties and costs associated with staffing and managing foreign
operations.
- - Unexpected changes in regulatory requirements.
- - The difficulties of compliance with a wide variety of foreign laws and
regulations.
- - Longer accounts receivable cycles in certain foreign countries.
- - Import and export licensing requirements.
THE FAILURE OF ONE OR MORE OF OUR FOREIGN DISTRIBUTORS TO PAY THEIR
ACCOUNTS RECEIVABLE WOULD HAVE A MATERIAL ADVERSE EFFECT ON OUR OPERATING
RESULTS.
At the end of 1999, several of our foreign distributors had outstanding
account receivable balances in excess of $600,000 each. Although some of these
accounts have been outstanding for more than six months, we have not written
them off, because we have generally been able to collect substantially all of
the past due balances from our foreign distributors. We also expect the number
of foreign distributors that have significant outstanding account receivable
balances to grow as our foreign sales grow. If we are unable to collect any of
these accounts, however, our operating results would be adversely affected,
which could have an adverse effect on the market price of our common stock.
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<PAGE> 10
RISKS RELATING TO OUR OPERATIONS
IF THE DISTINCTIVE MATERIALS WE USE FOR OUR PROPRIETARY PRODUCTS ARE
UNAVAILABLE, OUR BUSINESS COULD SUFFER.
We are dependent on our ability to purchase distinctive materials and
ingredients for our rapid prototyping technology, particularly for the filaments
and wafers that our systems use. We choose vendors based on the unique
properties of the materials that they supply and on their ability to demonstrate
through extensive testing and reformulations that such materials are the most
suitable to both our manufacturing processes as well as to FDM(R) or Genisys(R)
compatibility. Other vendors supply off-the-shelf components that are
specifically compounded according to our specifications. Such compounds are our
trade secrets. Although we have been able to purchase these materials from a
number of vendors at favorable prices, we may not be able to do so in the
future. Furthermore, if we lose a vendor for vendor-specific formulations, we
would be required to retest and recertify any new vendors. Any of the following
could have an adverse effect on our operations and delay the delivery of our
products:
- shortage of materials
- inability to obtain materials from our usual vendors
- the need to purchase materials at higher prices
OUR INVENTORY OF PARTS AND MATERIALS FOR OUR PRODUCTS MAY BECOME
OBSOLETE.
We maintain an inventory of components for our equipment in order to
provide replacement parts. The enhancement or discontinuation of our existing
systems or our development of new systems may render our some of our parts
inventory obsolete. In addition, changes during the development of a new system
may render some of our parts inventory for that system obsolete even before we
begin to ship it. If our inventory becomes obsolete, it will have little or no
value. Therefore, the obsolescence of our inventory could have a material
adverse effect on our financial results.
IF WE ARE UNABLE TO RETAIN KEY OPERATING PERSONNEL, OUR DEVELOPMENT OF
NEW PRODUCTS WILL BE DELAYED AND OUR PERSONNEL COSTS WILL INCREASE.
We are dependent on key employees in our operating departments, such as
engineers and computer programmers, to enhance existing products and develop new
products. There is a national shortage of employees with those skills, and thus,
there is a great demand for them. Our inability to retain key engineers and
other key employees could have the effect of delaying our development and
introduction of new RP systems and products, which would adversely affect our
revenues. In addition, we have had to increase salaries, benefits and other
personnel costs to retain these key employees. Recruitment of replacement
employees is also time consuming and expensive. Accordingly, our efforts to
retain and replace key employees could adversely affect our profitability.
RISKS RELATING TO INTELLECTUAL PROPERTY
IF WE ARE UNABLE TO PROTECT OUR PATENT RIGHTS, KNOW-HOW AND TRADE
SECRETS, WE COULD LOSE OUR COMPETITIVE ADVANTAGE.
In developing our RP systems and related consumable products, we have
used our patented technology, know-how and trade secrets. We rely on our patents
to protect us against competitors using the same technology in their products.
Since no other RP systems can legally use this patented technology, we also rely
on the use of this technology in our RP systems to differentiate our systems and
process from those of our competitors. However, competitors could violate,
challenge the validity of, or attempt to circumvent our patent rights. They
could also assert patent infringement claims against us. Confidentiality
agreements that we require our employees, consultants, advisors and contractors
to sign may not deter them from disclosing our unpatented know-how and other
trade secrets to our competitors or from using that intellectual property
themselves to compete against us. In any of those cases, we could be required to
spend significant financial and management resources to protect or defend our
rights,
-6-
<PAGE> 11
and we might not have adequate resources to undertake a defense. If we were
unsuccessful, our competitors would have the ability to use the same technology
as we are using, and they might even be able to require us to license the
technology from them or to keep us from using it ourselves. If others use the
technology that we rely on, or keep us from using it, it would be more difficult
for us to differentiate our products and processes from those of our competitors
using the same technology. We might also have to pay license fees, which would
affect our profitability and cash flow. Any of these consequences could have a
material adverse effect on our ability to market our products and to compete
effectively in the RP industry.
RISKS RELATING TO OUR SECURITIES
RESULTS OF OUR OPERATIONS AND OTHER FACTORS AFFECTING OUR BUSINESS
COULD RESULT IN SHARP CHANGES IN OUR COMMON STOCK PRICE.
Since our initial public offering in October 1994, our common stock has
traded at prices ranging between $3.375 and $25.25, and in the 12 -month period
from February 20, 1999 through February 20, 2000, it has traded at prices
ranging from $3.375 to $11.625. Factors contributing to this volatility include:
- fluctuations in our quarterly operating results;
- our or our competitor's announcements of new products or
technologies;
- our funding requirements and sales of our common stock or
other issuances of our securities.
Many of these factors are beyond our control and may affect the market price of
our common stock regardless of our operating performance.
SHARES ELIGIBLE FOR FUTURE PUBLIC SALE BY OUR CURRENT SECURITYHOLDERS
MAY ADVERSELY AFFECT THE MARKET PRICE OF OUR COMMON STOCK.
We had 6,108,161 shares of common stock outstanding as of February 29,
2000. Holders of substantially all of those shares can sell them publicly,
subject to limitations under the securities laws on the number of shares that
our affiliates can sell publicly during any three-month period. We have also
reserved for issuance a total of approximately 1,673,120 shares of common stock
upon the exercise of outstanding options and warrants. All of those shares can
be sold publicly after issuance under registration statements filed with the SEC
or an exemption from registration.
If our securityholders sell publicly a substantial number of shares
issued on the exercise of outstanding options and warrants, then the market
price of our common stock could fall. Public perception that those sales will
occur could also adversely affect the price of our common stock. A decline in
the price of our common stock could also impair our ability to raise capital
through the sale of equity securities.
FORWARD-LOOKING STATEMENTS
Some of the information in this prospectus and the documents we
incorporate by reference may contain forward-looking statements. These
statements can be identified by the use of forward-looking terminology such as
"may," "will," "expect," "believe," "intend," "anticipate," "estimate,"
"continue" or similar words. They discuss future expectations, estimate the
happening of future events, anticipate our future financial condition or state
other "forward-looking" information. When considering such forward-looking
statements, you should keep in mind the risk factors and other cautionary
statements in this prospectus and the documents that we incorporate by
reference. The risk factors provided in this prospectus and other factors noted
throughout this prospectus and the documents that we incorporate by reference,
including certain risks and uncertainties, could cause our actual results to
differ materially from those contained in any forward-looking statement.
-7-
<PAGE> 12
USE OF PROCEEDS
We will not receive any of the proceeds from the sale of the shares.
However, we expect to use the proceeds from the exercise of options to purchase
the shares for working capital and other general corporate purposes.
SELLING STOCKHOLDERS
The following table sets forth the name and address of each selling
stockholder, the number of shares of common stock he beneficially owned as of
February 29, 2000, the number of shares that the selling stockholder may offer,
and the number of shares of common stock that the selling stockholder will
beneficially own upon completion of the offering, assuming all of the shares
offered are sold. The selling stockholders can sell up to 382,537 shares of our
common stock under this prospectus.
<TABLE>
<CAPTION>
Number of Shares Percentage of Number of Number of Shares Percentage of
Owned Before Shares Owned Shares to be Owned After Shares Owned
Selling Stockholders Sale (1) Before Sale (2) Sold (3) Sale After Sale
- -------------------- ---------------- --------------- ------------ ---------------- -------------
<S> <C> <C> <C> <C> <C>
S. Scott Crump
(Chairman, Chief
Executive Officer,
President, Treasurer and
Director) 751,867 (4) 12.24% 75,700 725,967 11.87%
Thomas W. Stenoien
(Chief Financial Officer) 14,749 (5) * 27,650 3,299 *
Ralph E. Crump
(Director) 336,830 (6) 5.5% 41,000 308,330 5.05%
Arnold Wasserman
(Director) 77,500 (7) * 82,000 8,000 *
Clifford Schwieter
(Director) 50,687 (8) * 63,187 0 *
Gregory L. Wilson
(Director) 58,500 (9) * 71,000 0 *
Cameron Truesdell
(Director) 547,050 (10) 8.96% 22,000 525,050 8.60%
</TABLE>
- ----------------------
* Represents less than 1% of the issued and outstanding Common Stock.
(1) Unless indicated, we believe that all persons named in the table have
sole voting and investment power with respect to all shares of our
common stock, that they beneficially own. For purposes of this table, a
person is deemed to be the beneficial owner of all common stock that he
has the right to acquire, regardless of whether such right is presently
exercisable. Each beneficial owner's percentage ownership is determined
by assuming that rights to acquire shares of common stock that such
person holds (but not those held by any other person) have been
exercised.
(2) Based on 6,108,161 shares of Common Stock outstanding as of February
29, 2000.
-8-
<PAGE> 13
(3) Does not include shares that may be acquired pursuant to the exercise
of options to be granted under the 1994 Plan, the 1994-2 Plan, the 1998
Plan or the 2000 Plan and subsequently sold pursuant to this
Prospectus.
(4) Includes presently-exercisable options to purchase 22,950 shares of
common stock and presently-exercisable warrants to purchase 8,000
shares of common stock. Does not include options to purchase 39,800
shares of common stock that are not presently exercisable. Also
includes 358,787 shares of common stock directly owned by Lisa H.
Crump, S. Scott Crump's wife, and presently-exercisable options to
purchase 2,950 shares of common stock held by Ms. Crump. Does not
include options held by Ms. Crump to purchase 10,000 shares of common
stock that are not presently exercisable. Mr. Crump disclaims
beneficial ownership of all such shares. In addition, Mr. Crump
disclaims beneficial ownership of 154,165 shares of common stock owned
directly and presently-exercisable options to acquire 23,500 shares of
common stock held by Ralph E. Crump, Mr. Crump's father, and 154,165
shares owned directly by Marjorie Crump, Mr. Crump's mother.
(5) Includes presently-exercisable options to purchase 11,450 shares of
common stock. Does not include options to purchase 16,200 shares of
common stock that are not presently exercisable.
(6) Includes presently-exercisable options to purchase 28,500 shares of
common stock. Does not include options to purchase 12,500 shares of
common stock that are not presently exercisable. Also includes 154,165
shares of common stock directly owned by Marjorie Crump, Ralph Crump's
wife. Mr. Crump disclaims beneficial ownership of all such shares. In
addition, Mr. Crump disclaims beneficial ownership of 359,180 shares of
common stock owned directly by, presently-exercisable options to
acquire 22,950 shares of common stock held by, and
presently-exercisable warrants to purchase 8,000 shares of common stock
held by S. Scott Crump, Mr. Crump's son, and 358,787 shares owned
directly by and presently-exercisable options to purchase 2,950 shares
of common stock held by Lisa H. Crump, Mr. Crump's daughter-in-law.
(7) Represents presently-exercisable options to purchase 69,500 shares of
common stock and presently-exercisable warrants to purchase 8,000
shares of common stock. Does not include options to purchase 12,500
shares of common stock that are not presently exercisable.
(8) Represents presently-exercisable options to purchase 50,687 shares of
common stock. Does not include options to purchase 12,500 shares of
common stock that are not presently exercisable.
(9) Represents presently-exercisable options to purchase 58,500 shares of
common stock. Does not include options to purchase 12,500 shares of
common stock that are not presently exercisable.
(10) Includes presently-exercisable options to purchase 12,000 shares of
common stock and presently-exercisable warrants to purchase 32,000
shares of common stock. Does not include options to purchase 10,000
shares of common stock that are not presently exercisable.
PLAN OF DISTRIBUTION
The selling stockholders (or, subject to applicable law, their
pledgees, donees, distributees, transferees or other successors in interest) may
sell shares from time to time in public transactions, on or off the Nasdaq
National Market, or private transactions, at prevailing market prices or at
privately negotiated prices, including but not limited to, one or any
combination of the following types of transactions:
- ordinary brokers' transactions;
-9-
<PAGE> 14
- transactions involving cross or block trades or otherwise on
the Nasdaq National Market;
- purchases by brokers, dealers or underwriters as principal and
resale by such purchasers for their own accounts pursuant to
this prospectus;
- "at the market" to or through market makers or into an
existing market for the common stock;
- in other ways not involving market makers or established
trading markets, including direct sales to purchasers or sales
effected through agents;
- through transactions in options, swaps or other derivatives
(whether exchange-listed or otherwise);
- in privately negotiated transactions; or
- to cover short sales.
In effecting sales, brokers or dealers engaged by the selling
stockholders may arrange for other brokers or dealers to participate in the
resales. The selling stockholders may enter into hedging transactions with
broker-dealers, and in connection with those transactions, broker-dealers may
engage in short sales of the shares. The selling stockholders also may sell
shares short and deliver the shares to close out such short positions. The
selling stockholders also may enter into option or other transactions with
broker-dealers that require the delivery to the broker-dealer of the shares,
which the broker-dealer may resell pursuant to this prospectus. The selling
stockholders also may pledge the shares to a broker or dealer, and upon a
default, the broker or dealer may effect sales of the pledged shares pursuant to
this prospectus.
Brokers, dealers or agents may receive compensation in the form of
commissions, discounts or concessions from selling stockholders in amounts to be
negotiated in connection with the sale. The selling stockholders and any
participating brokers or dealers may be deemed to be "underwriters" within the
meaning of the Securities Act in connection with such sales and any such
commission, discount or concession may be deemed to be underwriting
compensation.
Information as to whether underwriters who the selling stockholders may
select, or any other broker-dealer, is acting as principal or agent for the
selling stockholders, the compensation to be received by underwriters that the
selling stockholders may select or by any broker-dealer acting as principal or
agent for the selling stockholders, and the compensation to be paid to other
broker-dealers, in the event the compensation of such other broker-dealers is in
excess of usual and customary commissions, will, to the extent required, be set
forth in a supplement to this prospectus. Any dealer or broker participating in
any distribution of the shares may be required to deliver a copy of this
prospectus, including a prospectus supplement, if any, to any person who
purchases any of the shares from or through such dealer or broker.
We have advised the selling stockholders that during such time as they
may be engaged in a distribution of the shares they are required to comply with
Regulation M promulgated under the Securities Exchange Act. With certain
exceptions, Regulation M precludes any selling stockholder, any affiliated
purchasers and any broker-dealer or other person who participates in such
distribution from bidding for or purchasing, or attempting to induce any person
to bid for or purchase any security that is the subject of the distribution
until the entire distribution is complete. Regulation M also prohibits any bids
or purchases made in order to stabilize the price of a security in connection
with the distribution of that security. All of the foregoing may affect the
marketability of the common stock.
-10-
<PAGE> 15
LEGAL MATTERS
The validity of the shares of common stock offered by this prospectus
has been passed upon for the Company by Snow Becker Krauss P.C., 605 Third
Avenue, New York, New York 10158.
EXPERTS
The consolidated financial statements as of December 31, 1998
and 1997, and for each two years in the period ended December 31, 1998,
incorporated in this prospectus by reference, have been incorporated herein in
reliance on the report of Rothstein, Kass & Company, P.C., independent
accountants, given on the authority of that firm as experts in accounting and
auditing.
COMMISSION POSITION ON INDEMNIFICATION FOR SECURITIES ACT LIABILITIES
Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers or persons controlling
Stratasys, we have been informed that in the opinion of the SEC such
indemnification is against public policy as expressed in the Securities Act and
is therefore unenforceable.
-11-
<PAGE> 16
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents filed with the Securities and Exchange
Commission (the "Commission") by Stratasys, Inc., a Delaware corporation (the
"Registrant"), pursuant to the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), are incorporated by reference in this registration statement.
(1) The Registrant's Annual Report on Form 10-KSB for the fiscal
year ended December 31, 1998.
(2) The Registrant's Quarterly Report on Form 10-Q for the quarter
ended March 31, 1999.
(3) Quarterly Report on Form 10-Q for the quarter ended June 30,
1999.
(4) Quarterly Report on Form 10-Q for the quarter ended September
30, 1999.
(5) The Registrant's Current Report on From 8-K filed on January
15, 1999.
(6) Proxy Statement dated April 6, 1999.
(7) The description of the Registrant's common stock, par value
$.01 per share (the "Common Stock"), contained in the Registrant's Registration
Statement on Form 8-A (File No. 1-13400) pursuant to Section 12(g) of the
Exchange Act, including any amendment or report filed for the purpose of
updating such information.
All documents subsequently filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a
post-effective amendment which indicates that all securities offered have been
sold or which deregisters all securities then remaining unsold, shall be deemed
to be incorporated by reference herein and to be a part hereof from the date of
filing of such documents. Any statement contained in a document incorporated or
deemed to be incorporated by reference herein shall be deemed to be modified or
superseded for purposes of this registration statement to the extent that a
statement contained herein or in any other subsequently filed document which
also is incorporated or deemed to be incorporated by reference herein modifies
or supersedes such statement. Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of this
registration statement.
ITEM 8. EXHIBITS.
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION OF EXHIBIT
----------- ----------------------
<S> <C>
4.1 Second Amended and Restated 1994-2 Stock Plan (the "1994-2
Plan").(1)
4.2 Form of Stock Option Agreement under the Plan between the
Registrant and the holders of stock options.(1)
4.3 1998 Incentive Stock Option Plan.(2)
4.4 Form of Stock Option Agreement under the 1998 Plan between the
Registrant and the holders of stock options.(2)
</TABLE>
II-1
<PAGE> 17
<TABLE>
<S> <C>
4.5 2000 Incentive Stock Option Plan.
4.6 Form of Stock Option Agreement under the 2000 Plan between the
Registrant and holders of stock options.
5.1 Opinion of Snow Becker Krauss P.C.
23.1 Consent of Snow Becker Krauss P.C. (included in Exhibit 5.1
hereto).
23.2 Consent of Rothstein, Kass & Company, P.C.
</TABLE>
- ----------------
(1) Incorporated by reference to Registrant's definitive proxy statement filed
April 16, 19997.
(2) Incorporated by reference to Registrants definitive proxy statement filed
April 14, 1998.
ITEM 9. UNDERTAKINGS.
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales
are being made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by
Section 10 (a) (3) of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or
events arising after the effective date of the registration statement (or the
most recent post-effective amendment thereof) which, individually or in the
aggregate, represents a fundamental change in the information set forth in the
registration statement;
(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;
(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; and
(3) To remove from registration by means of a
post-effective amendment any of the securities being registered which remain
unsold at the termination of the offering.
(b) The undersigned Registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act of 1933, each
filing of the Registrant's annual report pursuant to Section 13 (a) or Section
15 (d) of the Securities Exchange Act of 1934 (and, where applicable, each
filing of an employee benefit plan's annual report pursuant to Section 15 (d) of
the Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers or controlling
persons of the Registrant pursuant to any arrangement, provision or otherwise,
the Registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Securities Act of 1933 and is, therefore, unenforceable.
II-2
<PAGE> 18
In the event that claim for indemnification against such liabilities (other than
the payment by the Registrant of expenses incurred or paid by a director,
officer or controlling person of the Registrant in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the Registrant will,
unless in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the
Securities act of 1933 and will be governed by the final adjudication of such
issue
II-3
<PAGE> 19
SIGNATURES
In accordance with the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds the 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 City of Eden Prairie, State of Minnesota, on this 17th
day of March, 2000.
STRATASYS, INC.
By: /s/ S. Scott Crump
-------------------------------------------
S. Scott Crump, Chief Executive
Officer and Chairman of the Board of
Directors
POWERS OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints S. Scott Crump 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
and all amendments (including post-effective amendments) and supplements to this
Registration Statement, and to file the same with the Commission, granting unto
said attorney-in-fact and agent full power and authority to do and perform each
and every act and thing requisite and necessary to be done in connection
therewith, as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorney-in-fact and agent
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 below by the following persons, in the
capacities indicated, on March 17, 2000.
/s/ S. Scott Crump
- ---------------------------------------
S. Scott Crump, Chairman, Chief
Executive Officer and Director
(Principal Executive Officer)
/s/ Thomas W. Stenoien
- ----------------------------------------
Thomas W. Stenoien, Chief Financial
Officer (Principal Financial and Accounting Officer)
/s/ Ralph E. Crump
- ----------------------------------------
Ralph E. Crump, Director
/s/ Arnold J. Wasserman
- ----------------------------------------
Arnold J. Wasserman, Director
/s/ Clifford H. Schwieter
- ----------------------------------------
Clifford H. Schwieter, Director
/s/ Gregory L. Wilson
- ----------------------------------------
Gregory L. Wilson, Director
- ----------------------------------------
Cameron Truesdell, Director
II-4
<PAGE> 1
EXHIBIT 4.5
STRATASYS, INC
2000 INCENTIVE STOCK OPTION PLAN
1. Purposes.
The STRATASYS, INC. 2000 INCENTIVE STOCK OPTION PLAN (the "Plan") is
intended to provide the employees, directors, independent contractors and
consultants of Stratasys, Inc. (the "Company") and/or any subsidiary or parent
thereof with an added incentive to commence and/or continue their services to
the Company and to induce them to exert their maximum efforts toward the
Company's success. By thus encouraging employees, directors, independent
contractors and consultants and promoting their continued association with the
Company, the Plan may be expected to benefit the Company and its stockholders.
The Plan allows the Company to grant Incentive Stock Options ("ISOs") (as
defined in Section 422(b) of the Internal Revenue Code of 1986, as amended (the
"Code"), Non-Qualified Stock Options ("NQSOs") not intended to qualify under
Section 422(b) of the Code and Stock Appreciation Rights ("SARs") in tandem with
ISOs or NQSOs (collectively the "Options"). The vesting of one or more Options
granted hereunder may be based on the attainment of specified performance goals
of the participant or the performance of the Company, one or more subsidiaries,
parent and/or division of one or more of the above.
2. Shares Subject to the Plan.
The total number of shares of Common Stock of the Company, $0.01 par value
per share, that may be subject to Options granted under the Plan shall be two
hundred fifty thousand (250,000) in the aggregate, subject to adjustment as
provided in Paragraph 8 of the Plan; however, the grant of an ISO to an employee
together with a tandem SAR or any NQSO to an employee together with a tandem SAR
shall only require one share of Common Stock available subject to the Plan to
satisfy such joint Option. The Company shall at all times while the Plan is in
force reserve such number of shares of Common Stock as will be sufficient to
satisfy the requirement of outstanding Options granted under the Plan. In the
event any Option granted under the Plan shall expire or terminate for any reason
without having been exercised in full or shall cease for any
<PAGE> 2
reason to be exercisable in whole or in part, the unpurchased shares subject
thereto shall again be available for granting of Options under the Plan.
3. Eligibility.
ISO's or ISO's in tandem with SAR's (provided the SAR meets the
requirements set forth in Temp. Reg. Section 14a.422A-1, A-39 (a) through (e)
inclusive) may be granted from time to time under the Plan to one or more
employees of the Company or of a "subsidiary" or "parent" of the Company, as the
quoted terms are defined within Section 424 of the Code. An Officer is an
employee for the above purposes. However, a director of the Company who is not
otherwise an employee is not deemed an employee for such purposes. NQSOs and
NQSO's in tandem with SARs may be granted from time to time under the Plan to
one or more employees of the Company, Officers, members of the Board of
Directors, independent contractors, consultants and other individuals who are
not employees of, but are involved in the continuing development and success of
the Company and/or of a subsidiary of the Company, including persons who have
previously been granted Options under the Plan.
4. Administration of the Plan.
(a) The Plan shall be administered by the Board of Directors of the
Company as such Board of Directors may be composed from time to time and/or by a
Compensation Committee or Stock Option Committee which consist solely of at
least two Outside Directors (as such term is defined in regulations promulgated
from time to time with respect to Section 162(m)(4)(C)(i) of the Code) appointed
by such Board of Directors of the Company (the Compensation Committee or stock
Option committee hereinafter referred to as the "Committee"). As and to the
extent authorized by the Board of Directors of the Company, the Committee may
exercise the power and authority vested in the Board of Directors under the
Plan. Within the limits of the express provisions of the Plan, the Board of
Directors or one or both Committees shall have the authority, in its discretion,
to determine the individuals to whom, and the time or times at which, Options
shall be granted, the character of such Options (whether ISOs, NQSOs, and/or
SARs in tandem with NQSOs, and/or SARs in tandem with ISOs) and the number of
shares of Common Stock to be subject to each Option, the manner and form in
which
-2-
<PAGE> 3
the optionee can tender payment upon the exercise of his Option, and to
interpret the Plan, to prescribe, amend and rescind rules and regulations
relating to the Plan, to determine the terms and provisions of Option agreements
that may be entered into in connection with Options (which need not be
identical), subject to the limitation that agreements granting ISOs must be
consistent with the requirements for the ISOs being qualified as "incentive
stock options" as provided in Section 422 of the Code, and to make all other
determinations and take all other actions necessary or advisable for the
administration of the Plan. In making such determinations, the Board of
Directors and/or the Committee may take into account the nature of the services
rendered by such individuals, their present and potential contributions to the
Company's success, and such other factors as the Board of Directors and/or the
Committee, in its discretion, shall deem relevant. The Board of Directors'
and/or the Committee's determinations on the matters referred to in this
Paragraph shall be conclusive.
(b) Notwithstanding anything contained herein to the contrary, at any
time during the period the Company's Common Stock is registered pursuant to
Section 12(g) of the Securities Exchange Act of 1934 (the "1934 Act), the Stock
Option Committee, if one has been appointed to administer all or part of the
Plan, shall have the exclusive right to grant Options to Covered Employees as
defined under Section 162(m)(3) of the Code (generally persons subject to
Section 16 of the 1934 Act) and set forth the terms and conditions thereof. With
respect to persons subject to Section 16 of the 1934 Act, transactions under the
Plan are intended, to the extent possible, comply with all applicable conditions
of Rule 16b-3, as amended from time to time, (and its successor provisions, if
any) under the 1934 Act and Section 162(m)(4)(C) of the Code of 1986, as
amended. To the extent any provision of the Plan or action by the Board of
Directors or Committee fails to so comply, it shall be deemed null and void, to
the extent permitted by law and deemed advisable by the Board of Directors
and/or such Committee.
5. Terms of Options.
Within the limits of the express provisions of the Plan, the Board of
Directors or the Committee may grant either ISOs or NQSOs or SARs in tandem with
NQSOs or SARs in tandem with ISOs. An ISO or an NQSO enables the optionee to
purchase from the Company, at
-3-
<PAGE> 4
any time during a specified exercise period, a specified number of shares of
Common Stock at a specified price (the "Option Price"). The optionee, if granted
an SAR in tandem with an NQSO or ISO, may receive from the Company, in lieu of
exercising his option to purchase shares pursuant to his NQSO or ISO, at one of
the certain specified times during the exercise period of the NQSO or ISO as set
by the Board of Directors or the Committee, the excess of the fair market value
upon such exercise (as determined in accordance with subparagraph (b) of this
Paragraph 5) of one share of Common Stock over the Option Price per share
specified upon grant of the NQSO or ISO/SAR multiplied by the number of shares
of Common Stock covered by the SAR so exercised. The character and terms of each
Option granted under the Plan shall be determined by the Board of Directors
and/or the Committee consistent with the provisions of the Plan, including the
following:
(a) An Option granted under the Plan must be granted within 10 years from
the date the Plan is adopted, or the date the Plan is approved by the
stockholders of the Company, whichever is earlier.
(b) The Option Price of the shares of Common Stock subject to each ISO
and each SAR issued in tandem with an ISO shall not be less than the fair market
value of such shares of Common Stock at the time such ISO is granted. Such fair
market value shall be determined by the Board of Directors and, if the shares of
Common Stock are listed on a national securities exchange or traded on the
over-the-counter market, the fair market value shall be the closing price as
reported by such exchange or market or, if no such closing price is reported,
the mean of the closing bid and asked prices of the shares of Common Stock on
the over-the- counter market, as reported by the Nasdaq Stock Market, the
National Association of Securities Dealers OTC Bulletin Board or the National
Quotation Bureau, Inc., as the case may be, on the day on which the Option is
granted or, if there is no closing price or bid or asked price on that day, the
closing price or mean of the closing bid and asked prices on the most recent day
preceding the day on which the Option is granted for which such prices are
available. If an ISO or SAR in tandem with an ISO is granted to any individual
who, immediately before the ISO is to be granted, owns (directly or through
attribution) more than 10% of the total combined voting power of all classes of
capital stock of the Company or a subsidiary or parent of the Company, the
Option Price of the shares of Common Stock subject to such ISO shall not be less
than 110% of the fair
-4-
<PAGE> 5
market value per share of the shares of Common Stock at the time such ISO is
granted.
(c) The Option Price of the shares of Common Stock subject to an NQSO or
an SAR in tandem with an NQSO granted pursuant to the Plan shall be determined
by the Board of Directors or the Committee, in its sole discretion, but in no
event less than 85% of the fair market value per share of the shares of Common
Stock at the time of grant.
(d) In no event shall any Option granted under the Plan have an
expiration date later than 10 years from the date of its grant, and all Options
granted under the Plan shall be subject to earlier termination as expressly
provided in Paragraph 6 hereof. If an ISO or an SAR in tandem with an ISO is
granted to any individual who, immediately before the ISO is granted, owns
(directly or through attribution) more that 10% of the total combined voting
power of all classes of capital stock of the Company or of a subsidiary or
parent of the Company, such ISO shall by its terms expire and shall not be
exercisable after the expiration of five (5) years from the date of its grant.
(e) An SAR may be exercised at any time during the exercise period of the
ISO or NQSO with which it is granted in tandem and prior to the exercise of such
ISO or NQSO. Notwithstanding the foregoing, the Board of Directors and/or the
Committee shall in their discretion determine from time to time the terms and
conditions of SAR's to be granted, which terms may vary from the afore-described
conditions, and which terms shall be set forth in a written stock option
agreement evidencing the SAR granted in tandem with the ISO or NQSO. The
exercise of an SAR granted in tandem with an ISO or NQSO shall be deemed to
cancel such number of shares subject to the unexercised Option as were subject
to the exercised SAR. The Board of Directors or the Committee has the discretion
to alter the terms of the SARS if necessary to comply with Federal or state
securities law. Amounts to be paid by the Company in connection with an SAR may,
in the Board of Director's or the Committee's discretion, be made in cash,
Common Stock or a combination thereof.
(f) An Option granted under the Plan shall become exercisable, in
whole at any time or in part from time to time, but in no event may an Option
(i) be exercised as to less than one
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<PAGE> 6
hundred (100) shares of Common Stock at any one time, or the remaining shares of
Common Stock covered by the Option if less than one hundred (100), and (ii)
except with respect to performance based Options, become fully exercisable more
than five years from the date of its grant nor shall less than 20% of the Option
become exercisable in any of the first five years of the Option, if not
terminated as provided in Section 6 hereof, unless the Committee or Board of
Directors in its sole discretion authorizes a different vesting schedule,
subject to compliance with applicable federal and state laws. The Board of
Directors or the Committee, if applicable, shall, in the event it so elects in
its sole discretion, set one or more performance standards with respect to one
or more Options upon which vesting is conditioned (which performance standards
may vary among the Options).
(g) An Option granted under the Plan shall be exercised by the
delivery by the holder thereof to the Company at its principal office (to the
attention of the Secretary) of written notice of the number of full shares of
Common Stock with respect to which the Option is being exercised, accompanied by
payment in full, which payment at the option of the optionee shall be in the
form of (i) cash or certified or bank check payable to the order of the Company,
of the Option Price of such shares of Common Stock, or, (ii) if permitted by the
Committee or the Board of Directors, as determined by the Committee or the Board
of Directors in its sole discretion at the time of the grant of the Option with
respect to an ISO and at or prior to the time of exercise with respect to an
NQSO, by the delivery of shares of Common Stock having a fair market value equal
to the Option Price or the delivery of an interest-bearing promissory note
having an original principal balance equal to the Option Price and an interest
rate not below the rate which would result in imputed interest under the Code
(provided, in order to qualify as an ISO, more than one year shall have passed
since the date of grant and one year from the date of exercise), or (iii) at the
option of the Committee or the Board of Directors, determined by the Committee
or the Board of Directors in its sole discretion at the time of the grant of the
Option with respect to an ISO and at or prior to the time of exercise with
respect to an NQSO, by a combination of cash, promissory note and/or such shares
of Common Stock (subject to the restriction above) held by the employee that
have a fair market value together with such cash and principal amount of any
promissory note that shall equal the Option Price, and, in the case of an NQSO,
at the
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<PAGE> 7
discretion of the Committee or Board of Directors by having the Company withhold
from the shares of Common Stock to be issued upon exercise of the Option that
number of shares having a fair market value equal to the exercise price and/or
the tax withholding amount due, or otherwise provide for withholding as set
forth in Paragraph 9(c) hereof, or in the event an employee is granted an ISO or
NQSO in tandem with an SAR and desires to exercise such SAR, such written notice
shall so state such intention. To the extent allowed by applicable Federal and
state securities laws, the Option Price may also be paid in full by a
broker-dealer to whom the optionee has submitted an exercise notice consisting
of a fully endorsed Option, or through any other medium of payment as the Board
of Directors and/or the Committee, in its discretion, shall authorize.
(h) The holder of an Option shall have none of the rights of a
stockholder with respect to the shares of Common Stock covered by such holder's
Option until such shares of Common Stock shall be issued to such holder upon the
exercise of the Option.
(i) All ISOs or SARs in tandem with ISOs granted under the Plan
shall not be transferable otherwise than by will or the laws of descent and
distribution and may be exercised during the lifetime of the holder thereof only
by the holder. The Board or the Committee, in its sole discretion, shall
determine whether an Option other than an ISO or SAR in tandem with an ISO shall
be transferable. No Option granted under the Plan shall be subject to execution,
attachment or other process.
(j) The aggregate fair market value, determined as of the time any
ISO or SAR in tandem with an ISO is granted and in the manner provided for by
Subparagraph (b) of this Paragraph 5, of the shares of Common Stock with respect
to which ISOs granted under the Plan are exercisable for the first time during
any calendar year and under incentive stock options qualifying as such in
accordance with Section 422 of the Code granted under any other incentive stock
option plan maintained by the Company or its parent or subsidiary corporations,
shall not exceed $100,000. Any grant of Options in excess of such amount shall
be deemed a grant of an NQSO.
(k) Notwithstanding anything contained herein to the contrary, an SAR
which was granted in tandem with an ISO shall (i)
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<PAGE> 8
expire no later than the expiration of the underlying ISO; (ii) be for no more
than 100% of the spread at the time the SAR is exercised; (iii) shall only be
transferable when the underlying ISO is transferable; (iv) only be exercised
when the underlying ISO is eligible to be exercised; and (v) only be exercisable
when there is a positive spread.
(l) In no event shall an employee be granted Options for more than
50,000 shares of Common Stock during any calendar year period; provided,
however, that the limitation set forth in this Section 5(l) shall be subject to
adjustment as provided in Section 8 herein.
(m) In no event shall Options in excess of 10% of the
to-be-outstanding shares of Common Stock be granted to any individual who,
immediately before such Option is granted, owns stock possessing more than 10%
of the total combined voting power or value of all classes of stock of the
Company.
6. Death or Termination of Employment/Consulting Relationship.
(a) Except as provided herein, or otherwise determined by the Board
of Directors or the Committee in its sole discretion, upon termination of
employment with the Company for any reason other than cause, such Options may be
exercised at any time within three (3) months after such termination.
Notwithstanding anything contained herein to the contrary, unless otherwise
determined by the Board of Directors or the Committee in its sole discretion,
any options granted hereunder to an Optionee and then outstanding shall
immediately terminate in the event the Optionee is terminated for cause, and the
other provisions of this Section 6 shall not be applicable thereto. For purposes
of this Section 6, termination for cause shall be deemed the decision of the
Company, in its sole discretion, that Optionee has not adequately performed the
services for which he/she/it was hired.
(b) If the holder of an Option granted under the Plan dies (i) while
employed by the Company or a subsidiary or parent corporation or (ii) within
three (3) months after the termination of such holder's employment, such Options
may, subject to the provisions of subparagraph (d) of this Paragraph 6, be
exercised by a legatee or legatees of such Option under such individual's last
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<PAGE> 9
will or by such individual's personal representatives or distributees at any
time within such time as determined by the Board of Directors or the Committee
in its sole discretion, but in no event less than six months after the
individual's death, to the extent such Options were exercisable as of the date
of death or date of termination of employment, whichever date is earlier.
(c) If the holder of an Option under the Plan becomes disabled within
the definition of section 22(e)(3) of the Code while employed by the Company or
a subsidiary or parent corporation, such Option may, subject to the provisions
of subparagraph (d) of this Paragraph 6, be exercised at any time within six
months after such holder's termination of employment due to the disability.
(d) Except as otherwise determined by the Board of Directors or the
Committee in its sole discretion, an Option may not be exercised pursuant to
this Paragraph 6 except to the extent that the holder was entitled to exercise
the Option at the time of termination of employment, consulting relationship or
death, and in any event may not be exercised after the original expiration date
of the Option. Notwithstanding anything contained herein which may be to the
contrary, such termination or death prior to vesting shall, unless otherwise
determined by the Board of Directors or Committee, in its sole discretion, be
deemed to occur at a time the holder was not entitled to exercise the Option.
(e) The Board of Directors or the Committee, in its sole discretion,
may at such time or times as it deems appropriate, if ever, accelerate all or
part of the vesting provisions with respect to one or more outstanding options.
The acceleration of one Option shall not imply that any other Option is or to
be accelerated.
7. Leave of Absence.
For the purposes of the Plan, an individual who is on military or sick
leave or other bona fide leave of absence (such as temporary employment by the
Government) shall be considered as remaining in the employ of the Company or of
a subsidiary or parent corporation for ninety (90) days or such longer period
as such individual's right to reemployment is guaranteed either by statute or
by contract.
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<PAGE> 10
8. Adjustment Upon Changes in Capitalization.
(a) In the event that the outstanding shares of Common Stock are
hereafter changed by reason of recapitalization, reclassification, stock
split-up, combination or exchange of shares of Common Stock or the like, or by
the issuance of dividends payable in shares of Common Stock, an appropriate
adjustment shall be made by the Board of Directors, as determined by the Board
of Directors and/or the Committee, in the aggregate number of shares of Common
Stock available under the Plan, in the number of shares of Common Stock issuable
upon exercise of outstanding Options, and the Option Price per share. In the
event of any consolidation or merger of the Company with or into another
company, or the conveyance of all or substantially all of the assets of the
Company to another company for solely stock and/or securities, each then
outstanding Option shall upon exercise thereafter entitle the holder thereof to
such number of shares of Common Stock or other securities or property to which a
holder of shares of Common Stock of the Company would have been entitled to upon
such consolidation, merger or conveyance; and in any such case appropriate
adjustment, as determined by the Board of Directors of the Company (or successor
entity) shall be made as set forth above with respect to any future changes in
the capitalization of the Company or its successor entity. In the event of the
proposed dissolution or liquidation of the Company, or, except as provided in
(b) below, the sale of substantially all the assets of the Company for other
than stock and/or securities, all outstanding Options under the Plan will
automatically terminate, unless otherwise provided by the Board of Directors of
the Company or any authorized committee thereof.
(b) Any Option granted under the Plan, may, at the discretion of the
Board of Directors of the Company and said other corporation, be exchanged for
options to purchase shares of capital stock of another corporation which the
Company, and/or a subsidiary thereof is merged into, consolidated with, or all
or a substantial portion of the property or stock of which is acquired by said
other corporation or separated or reorganized into. The terms, provisions and
benefits to the optionee of such substitute option(s) shall in all respects be
identical to the terms, provisions and benefits of optionee under his Option(s)
prior to said substitution. To the extent the above may be inconsistent
-10-
<PAGE> 11
with Sections 424(a)(1) and (2) of the Code, the above shall be deemed
interpreted so as to comply therewith.
(c) Any adjustment in the number of shares of Common Stock shall apply
proportionately to only the unexercised portion of the Options granted
hereunder. If fractions of shares of Common Stock would result from any such
adjustment, the adjustment shall be revised to the next higher whole number of
shares of Common Stock.
9. Further Conditions of Exercise.
(a) Unless the shares of Common Stock issuable upon the exercise of
an Option have been registered with the Securities and Exchange Commission
pursuant to the Securities Act of 1933, as amended, prior to the exercise of the
Option, an optionee must represent in writing to the Company that such shares of
Common Stock are being acquired for investment purposes only and not with a view
towards the further resale or distribution thereof, and must supply to the
Company such other documentation as may be required by the Company, unless in
the opinion of counsel to the Company such representation, agreement or
documentation is not necessary to comply with said Act.
(b) The Company shall not be obligated to deliver any shares of
Common Stock until they have been listed on each securities exchange on which
the shares of Common Stock may then be listed or until there has been
qualification under or compliance with such state or federal laws, rules or
regulations as the Company may deem applicable.
(c) The Board of Directors or Committee may make such provisions and
take such steps as it may deem necessary or appropriate for the withholding of
any taxes that the Company is required by any law or regulation of any
governmental authority, whether federal, state or local, domestic or foreign, to
withhold in connection with the exercise of any Option, including, but not
limited to, (i) the withholding of payment of all or any portion of such Option
and/or SAR until the holder reimburses the Company for the amount the Company is
required to withhold with respect to such taxes, or (ii) the cancelling of any
number of shares of Common Stock issuable upon exercise of such Option and/or
SAR in an amount sufficient to reimburse the Company for the amount it is
required
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<PAGE> 12
to so withhold, (iii) the selling of any property contingently credited by the
Company for the purpose of exercising such Option, in order to withhold or
reimburse the Company for the amount it is required to so withhold, or (iv)
withholding the amount due from such employee's wages if the employee is
employed by the Company or any subsidiary thereof.
10. Termination, Modification and Amendment.
(a) The Plan (but not Options previously granted under the Plan) shall
terminate ten (10) years from the earliest of the date of its adoption by the
Board of Directors, or the date the Plan is approved by the stockholders of the
Company, or such date of termination, as hereinafter provided, and no Option
shall be granted after termination of the Plan.
(b) The Plan may from time to time be terminated, modified or amended
by the affirmative vote of the holders of a majority of the outstanding shares
of capital stock of the Company present and entitled to vote thereon at a
meeting of stockholders.
(c) The Board of Directors of the Company may at any time, prior to
ten (10) years from the earlier of the date of the adoption of the Plan by such
Board of Directors or the date the Plan is approved by the stockholders,
terminate the Plan or from time to time make such modifications or amendments of
the Plan as it may deem advisable; provided, however, that the Board of
Directors shall not, without approval by the affirmative vote of the holders of
a majority of the outstanding shares of capital stock of the Company present and
entitled to vote thereon at a meeting of stockholders, increase (except as
provided by Paragraph 8) the maximum number of shares of Common Stock as to
which Options or shares may be granted under the Plan, or materially change the
standards of eligibility under the Plan. Any amendment to the Plan which, in the
opinion of counsel to the Company, will be deemed to result in the adoption of a
new Plan, will not be effective until approved by the affirmative vote of the
holders of a majority of the outstanding shares of capital stock of the Company
entitled to vote thereon.
(d) No termination, modification or amendment of the Plan may
adversely affect the rights under any outstanding Option
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<PAGE> 13
without the consent of the individual to whom such Option shall have been
previously granted.
11. Effective Date of the Plan.
The Plan shall become effective upon adoption by the Board of
Directors of the Company. The Plan shall be subject to approval by the
affirmative vote of the holders of a majority of the outstanding shares of
capital stock of the Company entitled to vote thereon within one year before or
after adoption of the Plan by the Board of Directors.
12. Not a Contract of Employment or For Services.
Nothing contained in the Plan or in any option agreement executed
pursuant hereto shall be deemed to confer upon any individual to whom an Option
is or may be granted hereunder any right to remain in the employ or service of
the Company or of a subsidiary or parent of the Company or in any way limit the
right of the Company, or of any parent or subsidiary thereof, to terminate the
employment of any employee or engagement of any consultant.
13. Other Compensation Plans.
The adoption of the Plan shall not affect any other stock option plan,
incentive plan or any other compensation plan in effect for the Company, nor
shall the Plan preclude the Company from establishing any other form of stock
option plan, incentive plan or any other compensation plan.
14. Distribution of Financial Statements.
The Company shall provide copies of the Company's annual financial
statements for its most recently completed fiscal year to each person granted or
exercising an option pursuant to the Plan as long as that person continues to
hold such options or shares. The Company shall not be required to provide such
financial statements to key employees whose duties in connection with the
Company assure their access to equivalent information.
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<PAGE> 1
EXHIBIT 4.6
STOCK OPTION AGREEMENT
Grant of up to <<OPTIONSAMT>> Options to <<EmpName>> (the "Optionee")
under the
STRATASYS, INC. 2000 Incentive Stock Option Plan (the "Plan")
This option is subject to requisite stockholder approval of the Plan.
This Option is a grant of an Incentive Stock Option
as defined under Section 422
of the I.R.S. Code of 1986, as amended
The Purpose of the Plan
Stratasys, Inc. (the "Grantor") is a very young company. It will need
the help of all its employees to prosper and grow in a market where many of its
competitors are bigger and older - but not necessarily smarter.
The success of Stratasys, Inc. will depend on many factors. One of the
most important is, the quality of its employees, the quality and dedication of
their work; the quality of their perseverance. This option is intended to help
build a strong company of employees. The proof of that strength, over time, will
be reflected in the financial performance and strength of Stratasys, Inc.
Employees who are chosen for and respond to the incentives in this option will
positively share in those financial rewards.
This option, provided certain holding requirements are satisfied, is
anticipated to provide Optionee with special tax treatment. That is, any gain on
the sale of the shares of stock underlying the option will be taxed as Capital
Gains at the time of sale. No tax will be recognized on the grant of the option
or, subject to the alternative minimum tax rules, on the exercise thereof.
Our Federal Government recognizes the value to our society of these
entrepreneurial ventures by allowing and encouraging corporations, like
Stratasys, Inc. to sell stock to its employees. Our Federal System then, in
turn, provides and protects through regulations several mechanisms and markets
for the employee-shareholder to experience and share in a very real way the
financial growth of the Grantor, which they have earned.
GRANTOR'S
OPTIONEE'S OFFICER'S
INITIALS: INITIALS:
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<PAGE> 2
This is such a plan.
This option is not intended to be a substitute for ordinary income,
bonus for specific performance, or as a year end bonus.
NOW, THEREFORE, in consideration of the promises of the Optionee to
remain in the continuous service of the Grantor or any of its subsidiaries, and
for other good and valuable consideration, the Grantor hereby grants the
Optionee options to purchase Common Stock of the Grantor on the terms and
conditions set forth in this Agreement made as of _______, 2000, by and between
Grantor, a Delaware corporation having its principal place of business at 14950
Martin Drive, Eden Prairie, Minnesota 55344 and the Optionee, residing at
<<STREETADDRESS>>, <<CITYSTATEZIP>>.
1. Option.
Pursuant to the Plan, the Grantor hereby grants to the Optionee,
subject to subpart (b) of Paragraph 3 hereof, an Incentive Stock Option, as such
term is defined in Section 422(b) of the Internal Revenue Code of 1986, as
amended (the "Code"), to purchase, at any time prior to 5:00 p.m. Eden Prairie,
Minnesota time on (Date), up to <<OPTIONSAMT>> fully paid and non-assessable
shares of the Common Stock of the Grantor, par value $.01 per share, subject to
the terms and conditions of this Agreement, including the conditions for vesting
set forth in Section 3(c).
2. Purchase Price.
The purchase price shall be $XXX per share. The Grantor shall pay all
original issue or transfer taxes on the exercise of this option and all other
fees and expenses necessarily incurred by the Grantor in connection therewith.
3. Exercise of Option.
(a) The Optionee shall notify the Grantor by registered or
certified mail, return receipt requested, addressed to its principal office as
to the number of shares which he desires to purchase under the options herein
granted, which notice shall be accompanied by payment (by cash or certified
check) of the option price therefore as specified in Paragraph 2 above. As soon
as practicable thereafter, the Grantor shall at its principal office tender to
Optionee certificates issued in the Optionee's name evidencing the shares
purchased by the Optionee.
GRANTOR'S
OPTIONEE'S OFFICER'S
INITIALS: INITIALS:
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<PAGE> 3
(b) If the aggregate fair market value of all the stock with
respect to which Incentive Stock Options are exercisable for the first time by
the Optionee during any calendar year and all Incentive Stock Option plans of
the Grantor, any predecessor of the Grantor, its parent or subsidiaries, exceeds
$100,000.00, the Grant of the Incentive Stock Option hereunder shall not, to the
extent of such excess, be deemed a grant of an Incentive Stock Option but will
instead be deemed the grant of a Non-Qualified Stock Option under the Plan. For
purposes hereof, the fair market value of the stock with respect to which an
Incentive Stock Option is exercisable shall be the value of such stock at the
time that specific option is granted as provided for in Section 422(d) of the
Code.
(c) The option granted hereunder shall vest in, and become
exercisable by Optionee on (Date).
This option is cumulative, i.e. shares need not be purchased on the
date Optionee becomes vested herein. All options terminate 5:00 p.m. Eden
Prairie, Minnesota time on (date), or such earlier time as provided in Paragraph
4 hereof in the event Optionee's employment with Grantor is terminated.
4. Option Conditioned on Continued Employment.
(a) If the employment of the Optionee shall be terminated by the
Grantor for cause or voluntarily by the Optionee, any option granted to the
Optionee hereunder which have not become exercisable shall immediately expire.
The term "cause" shall mean any material breach of Optionee of the performance
of any of his duties to the Grantor, any willful and material disclosure (other
than in the normal pursuit of the business of the Grantor) by Optionee to any
person, firm or corporation other than the Grantor, its subsidiaries and its and
their directors, officers and employees of any confidential information or trade
secret of the Grantor or any of its subsidiaries, any attempt by Optionee to
secure any personal profit at the expense of the Grantor or any of its
subsidiaries, material failure by the Optionee to devote such time as is
necessary to fulfill his usual and customary duties to the affairs of the
Grantor and its subsidiaries, and Optionee's conviction of any crime or offense
involving money or other property of the Grantor or its subsidiaries or a crime
which constitutes a felony in the jurisdiction involved.
(b) If the Optionee dies (i) while employed by the Grantor or a
subsidiary or parent corporation, or (ii) within (3) months after the
termination of his employment, such option, subject to the provision of
subparagraph (d) of this Paragraph 4, may be exercised by a legatee or legatees
of such option under the Optionee's last will or by his personal representatives
or distributes at any time within six (6) months after his death.
(c) If the Optionee becomes disabled within the definition of
Section 22(e)(3) of the Code while employed by the Grantor or a subsidiary or
parent corporation, such option, subject to the provision of subparagraph (d) of
this Paragraph 4, may be exercised at any time within six (6) months after his
termination of employment due to disability.
GRANTOR'S
OPTIONEE'S OFFICER'S
INITIALS: INITIALS:
------------- --------------
<PAGE> 4
(d) Subject to subparagraph (e) of this Paragraph 4, an option may
not be exercised pursuant to this Paragraph 4 except to the extent that the
Optionee was entitled to exercise the option or any part thereof, at the time of
termination of employment or death, and in any event may not be exercised after
the original expiration date of the option.
(e) In addition, and notwithstanding anything contained herein to
the contrary, in the event the Optionee dies during such time as the Optionee is
employed by the Company, then fifty percent (50%) of any outstanding Options
which have not vested and are not exercisable by the optionee as of the date of
death shall be automatically deemed vested and exercisable by the optionee's
estate and/or his legatees in accordance with subparagraph (b) of this Paragraph
4.
5. Divisibility and Non-Assignability of the Options.
(a) The Optionee may exercise the options herein granted from time
to time during the periods of their respective effectiveness with respect to any
whole number of shares included therein, but in no event may an option be
exercised as to less than one (100) shares at any one time, except for the
remaining shares covered by the option if less than one hundred (100).
(b) The Optionee may not give, grant, sell, exchange, transfer
legal title, pledge, assign or otherwise encumber or dispose of the options
herein granted or any interest therein, otherwise than by will or the laws of
descent and distribution, and these options, or any of them, shall be
exercisable during his lifetime only by the Optionee.
6. Stock as Investment.
By accepting this option, the Optionee agrees for himself, his heirs
and legatees that any and all shares purchased hereunder shall be acquired for
investment and not for distribution, and upon the issuance of any or all of the
shares subject to the option granted hereunder the Optionee, or his heirs or
legatees receiving such shares, shall deliver to the Grantor a representation in
writing, that such shares are being acquired in good faith for investment and
not for distribution. Grantor may place a "stop transfer" order with respect to
such shares with its transfer agent and place an appropriate restrictive legend
on the stock certificate.
7. Restriction on Issuance of Shares.
The Grantor shall not be required to issue or deliver any certificate
for shares of its Common Stock purchased upon the exercise of any option unless
(a) the issuance of such shares has been registered with the Securities and
Exchange Commission under the Securities Act of 1933, as amended, or counsel to
the Grantor shall have given an option that such registration is not required;
(b) approval, to the extent required, shall have been obtained from any state
regulatory body having jurisdiction thereof, and (c) permission for the listing
of such shares shall have been given by any national securities exchange on
which the Common Stock of the Grantor is at the time of issuance listed.
GRANTOR'S
OPTIONEE'S OFFICER'S
INITIALS: INITIALS:
------------- --------------
<PAGE> 5
8. Notification of Transfer for Tax Purposes.
In the event Optionee sells any shares of Common Stock received upon
the exercise of such option at such time as would cause the sale of such stock
to be not deemed the sale of an Incentive Stock Option, Optionee shall notify
Grantor as soon as possible thereafter. Anything to the contrary contained
herein notwithstanding, the Board of Directors of the Grantor shall have the
discretionary authority to take any action necessary or appropriate to prevent
these options from being disqualified as "Incentive Stock Options: under the
United States income tax laws then in effect. The Company shall be entitled to
withhold all amounts required to pay any withholding tax which the Company is
required by law to withhold as a result of the exercise of an option granted
hereunder and pay over any amount so withheld.
9. Effect of Mergers, Consolidations or Sales of Assets.
(a) In the event that the outstanding shares of Common Stock are
changed after the date hereof by reason of recapitalization, reclassification,
stock split-up, combination of exchange of shares of Common Stock or the like,
or by the issuance of dividends payable in shares of Common Stock, an
appropriate adjustment shall be made by the Board of Directors, as determined by
the Board of Directors and/or the Committee, in the aggregate number of shares
of Common Stock issuable upon exercise of the outstanding Options, and the
Option Price per share. In the event of any consolidation or merger of the
Company with or into another company, or the conveyance of all or substantially
all of the assets of the Company to another company, each then outstanding
Option shall upon exercise thereafter entitle the holder thereof to such number
of shares of Common Stock or other securities of property to which a holder of
shares of Common Stock of the Company would have been entitled to upon such
consolidation, merger or conveyance; and in any such case appropriate
adjustment, as determined by the Board of Directors of the Company (or successor
entity) shall be made as set forth above with respect to any future changes in
the capitalization of the Company or its successor entity. In the event of the
proposed dissolution or liquidation of the Company, all outstanding Options
under the Plan will automatically terminate, unless otherwise provided by the
Board of Directors of the Company or any authorized committee thereof.
(b) Notwithstanding the above, this option may, at the discretion
of the Board of Directors of the Grantor and said other corporation, be
exchanged for options to purchase shares of capital stock of another corporation
which the Grantor, and/or a subsidiary thereof is merged into, consolidated
with, or all or a substantial portion of the property or stock of which is
acquired by said other corporation or separated or reorganized into. The terms,
provisions and benefits to the Optionee of such substituted option(s) shall in
all respects be identical to the terms, provisions and benefits of the Optionee
under his Option(s) prior to said substitution. To the extend the above may be
inconsistent with Sections 424(a)(1) and (2) of the Code, the above shall be
deemed interpreted so as to comply therewith.
GRANTOR'S
OPTIONEE'S OFFICER'S
INITIALS: INITIALS:
------------- --------------
<PAGE> 6
(c) Any adjustment in the number of shares of Common Stock shall
apply proportionately to only the unexercised portion of the Options granted
hereunder. If fractions of shares of Common Stock would result from any such
adjustment, the adjustment shall be revised to the next higher whole number of
shares of Common Stock, so long as such increase does not result in the holder
of the option being deemed to own more than 5% of the total combined voting
power or value of all classes of stock of the Grantor or its subsidiaries.
10. No Rights in Option Stock
Optionee shall have no rights as a shareholder in respect of shares as
to which the option granted hereunder shall not have been exercised and payment
made as herein provided.
11. Effect Upon Employment.
This Agreement does not give the Optionee any right to continued
employment by the Grantor.
12. Binding Effect.
Except as herein otherwise expressly provided, this Agreement shall be
binding upon and inure to the benefit of the parties hereto, their successors
legal representatives and assigns.
13. Agreement Subject to Plan.
Notwithstanding anything contained herein to the contrary, this
Agreement is subject to, and shall be construed in accordance with, the terms of
the Plan, and in the event of any inconsistency between the terms hereof and the
terms of the Plan, the terms of the Plan shall govern.
14. Agreement subject to requisite shareholder approval.
This Agreement is subject to shareholder approval. In the event
shareholder approval is not forthcoming the option is null and void.
15. Miscellaneous.
This Agreement shall be construed under the laws of the State of
Delaware. Headings have been included herein for convenience of reference only,
and shall not be deemed a part of the Agreement.
IN WITNESS WHEREOF, the parties have executed this Agreement as of
(Date).
STRATASYS, INC. ACCEPTED AND AGREED TO:
By:
---------------------------- ----------------------
Its Officer <<EmpName>>
GRANTOR'S
OPTIONEE'S OFFICER'S
INITIALS: INITIALS:
------------- --------------
<PAGE> 1
EXHIBIT 5.1
March __, 2000
Stratasys, Inc.
14950 Martin Drive
Eden Prairie, MN 55344
RE: REGISTRATION STATEMENT ON FORM S-8 RELATING TO 362,537 SHARES
OF COMMON STOCK, PAR VALUE $. 01 PER SHARE, OF STRATASYS, INC.
ISSUABLE UNDER THE SECOND AMENDED AND RESTATED 1994-2 STOCK
PLAN, 1998 INCENTIVE STOCK OPTION PLAN AND 2000 INCENTIVE
STOCK OPTION PLAN
Gentlemen:
We are counsel to Stratasys, Inc., a Delaware corporation (the
"Company"), in connection with the filing by the Company with the Securities and
Exchange Commission pursuant to the Securities Act of 1933, as amended (the
"Securities Act"), of a registration statement on Form S-8 (the "Registration
Statement") relating to 362,537 shares (the "Shares") of the Company's common
stock, par value $.01 per share (the "Common Stock"), issuable upon the exercise
of options granted, as well as stock options to be granted, pursuant to the
Company's Second Amended and Restated 1994-2 Stock Plan (the "1994-2 Plan"),
1998 Incentive Stock Option Plan (the "1998 Plan") and 2000 Incentive Stock
Option Plan (the "2000 Plan" and, together with the 1994-2 Plan and the 1998
Plan, the "Plans").
We have examined and are familiar with originals or copies, certified
or otherwise identified to our satisfaction, of the Certificate of Incorporation
and By-Laws of the Company, as each is currently in effect, the Registration
Statement, the Plans, resolutions of the Board of Directors of the Company
relating to the adoption of the Plans and the proposed registration and issuance
of the Shares and such other corporate documents and records and other
certificates, and we have made such investigations of law as we have deemed
necessary or appropriate in order to render the opinions hereinafter set forth.
In our examination, we have assumed the genuineness of all signatures,
the legal capacity of all natural persons, the authenticity of all documents
submitted to us as originals, the conformity to original documents of all
documents submitted to us as certified or photostatic copies and the
authenticity of the originals of such latter documents. As to any facts material
to the opinions
<PAGE> 2
Stratasys, Inc.
March __, 2000
Page 2
expressed herein which were not independently established or verified, we have
relied upon statements and representations of officers and other representatives
of the Company and others.
Based upon and subject to the foregoing, we are of the opinion that the
Shares to be issued upon exercise of any options duly granted pursuant to the
terms of the Plans have been duly and validly authorized and, when the Shares
have been paid for in accordance with the terms of the Plans and certificates
therefore have been duly executed and delivered, such Shares will be duly and
validly issued, fully paid and non-assessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to our firm under the caption "Legal
Matters" in the resale prospectus filed with the Registration Statement.
Very truly yours,
/s/ Snow Becker Krauss P.C.
---------------------------
SNOW BECKER KRAUSS P.C.
<PAGE> 1
CONSENT
We consent to the incorporation by reference in the registration statement of
Stratasys, Inc. on Form S-8 of our report dated January 29, 1999, on our audits
of the consolidated financial statements of Stratasys, Inc. as of December 31,
1998 and 1997 and for each of the years ended December 31, 1998 and December
31, 1997 which report is included in the Company's Annual Reort on Form 10-KSB
for the year ended December 31, 1998. We also consent to the reference to our
Firm under the caption "Experts".
/s/ Rothstein, Kass & Company, P.C.
-----------------------------------
Roseland, New Jersey
March 15, 2000
