As filed with the Securities and Exchange Commission on January 27, 1997 -
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
TRIPLE S PLASTICS, INC.
(Exact name of registrant as specified in its charter)
Michigan 38-1895876
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
14320 South Portage Road, Vicksburg, Michigan 49097-0905
(Address of Principal Executive Offices) (Zip Code)
Triple S Plastics, Inc. Employee Stock Option Plan
(Full Title of the Plan)
14320 South Portage Road, Vicksburg, Michigan 49097-0905
(Name and address of agent for service)
Copies of Communications to:
J. Terry Moran
Varnum, Riddering, Schmidt & Howlett LLP
P.O. Box 352
Grand Rapids, Michigan 49501-0352
(616) 336-6000
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CALCULATION OF REGISTRATION FEE
Title of Amount to be Proposed Proposed Maximum Amount of
Securities Registered Maximum Aggregate Offering Registration Fee
to be Registered Offering Price Price (2)
Per Share (2)
<S> <C> <C> <C> <C>
Common Stock 150,000
(No Par Value) shares(1) $6.6875 $1,003,125 $200.63
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(1) Represents the number of additional shares of Common Stock authorized
for issuance under the Triple S Plastics, Inc. Employee Stock Option
Plan, as amended (the "Plan").
(2) For the purpose of computing the registration fee only, the price shown
is based upon the price of $6.6875 per share, the average of the high
and low sales prices for the Common Stock of Triple S Plastics, Inc. in
the NASDAQ National Market on January 22, 1997, in accordance with Rule
457(h).
Pursuant to Rule 416(a) of the General Rules and Regulations under the
Securities Act of 1933, this Registration Statement shall cover such additional
securities as may be offered or issued under the Plan to prevent dilution
resulting from stock splits, stock dividends or similar transactions.
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INFORMATION REQUIRED IN REGISTRATION STATEMENT
This Registration Statement is filed for the purpose of registering
150,000 additional shares of Company Common Stock issuable under the terms of
the Company's Employee Stock Option Plan. The Company's Registration Statement
on Form S-8 (No. 33-83214), which registered the initial 150,000 shares
available for issuance thereunder, is hereby incorporated herein by reference.
S-1
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SIGNATURES
Pursuant to the requirements of the Securities Act, the Company
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Vicksburg, State of Michigan, on the 22nd day of
January, 1997.
TRIPLE S PLASTICS, INC.
By /s/ Daniel B. Canavan
Daniel B. Canavan, Principal Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Daniel B. Canavan and Robert D. Monk, and
each of them, 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) to this Registration Statement and to file the same, with all
exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission and any other regulatory authority, granting
unto said attorney-in-fact and agent, full power and authority to do and perform
each and every act and thing required and necessary to be done in and about the
premises, as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorney-in-fact and
agent, or his substitute, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed below on January 22, 1997, by the following persons in
the capacities indicated.
/s/ Daniel B. Canavan /s/ Daniel D. Northup
Daniel B. Canavan, Chief Executive Officer, Daniel D. Northup, Director
Chairman of the Board, and Director
/s/ Victor V. Valentine, Jr. /s/ David L. Stewart
Victor V. Valentine, Jr., President and David L. Stewart, Director
Director
/s/ Robert D. Monk
Robert D. Monk, Principal Financial Officer A. Chris Schauer, Director
/s/ William J. Stewart
William J. Stewart, Director James F. Hettinger, Director
/s/ Catherine A. Taylor
Catherine A. Taylor, Principal Accounting
Officer
S-2
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EXHIBIT INDEX
The following exhibits are filed as a part of the Registration Statement:
Item 5 Opinion of Varnum, Riddering, Schmidt & Howlett LLP
Item 23(a) Consent of BDO Seidman LLP
Item 23(b) Consent of Varnum, Riddering, Schmidt & Howlett LLP - included
in Exhibit 5
Item 24 Power of Attorney - included on page S-2 hereof
Item 99 Triple S Plastics, Inc. Employee Stock Option Plan, as Amended
S-3
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January 24, 1997
Board of Directors
Triple S Plastics, Inc.
14320 South Portage Road
Vicksburg, MI 49097
Re: Registration Statement on Form S-8 Relating to the Triple S
Plastics, Inc. Employee Stock Option Plan
Dear Gentlemen:
With respect to the Registration Statement on Form S-8 (the
"Registration Statement") filed by Triple S Plastics, Inc., a Michigan
corporation (the "Company"), with the Securities and Exchange Commission for the
purpose of registering under the Securities Act of 1933, as amended, 150,000
additional shares of the Company's common stock, for issuance pursuant to the
Company's Employee Stock Option Plan (the "Plan"), we have examined such
documents and questions of law we consider necessary or appropriate for the
purpose of giving this opinion. On the basis of such evaluation, we advise you
that in our opinion the 150,000 shares covered by the Registration Statement,
upon the exercise of stock options, at the prices described in the Registration
Statement, and upon delivery of such shares and payment therefor in accordance
with the terms stated in the Plan and the Registration Statement, will be duly
and validly authorized, issued and outstanding and will be fully paid and
nonassessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement. In giving this consent, we do not thereby admit that we
are within the category of persons whose consent is required under Section 7 of
the Securities Act of 1933, as amended, or under the rules and regulations of
the Securities and Exchange Commission relating thereto.
Very truly yours,
VARNUM, RIDDERING, SCHMIDT & HOWLETT LLP
/s/ Michael G. Wooldridge
Michael G. Wooldridge, Partner
EXHIBIT 5
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CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
We hereby consent to the incorporation by reference in this
Registration Statement of our report dated May 9, 1996, relating to the
financial statements and schedules of Triple S Plastics, Inc. appearing in the
Company's Annual Report on Form 10-K for the year ended March 31, 1996.
/s/ BDO Seidman, LLP
BDO Seidman, LLP
Kalamazoo, Michigan
January 24, 1997
EXHIBIT 23(a)
H:\WPFILES\103-1143
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TRIPLE S PLASTICS, INC.
EMPLOYEE STOCK OPTION PLAN
(AS AMENDED EFFECTIVE JULY 25, 1996)
ARTICLE I
GENERAL PROVISIONS
1.1 Purpose and Scope. The purposes of this Plan are to encourage stock
ownership by management employees of Triple S Plastics, Inc., to provide them
with an additional incentive to contribute to the success of the Company, to
encourage such employees to remain in the Company's employ, and to assist the
Company in attracting and retaining key personnel through the grant of Options
to purchase shares of the Company's common stock.
1.2 Definitions. The following words and phrases shall have the following
meanings as used in this Plan:
(a) "Board" means the Board of Directors of the Company.
(b) "Committee" means the committee appointed by the Board
pursuant to Section 1.3 of this Plan.
(c) "Company" means Triple S Plastics, Inc. and any subsidiary
corporation or other entity in which Triple S Plastics, Inc. holds a
proprietary interest.
(d) "Code" means the Internal Revenue Code of 1986, as
amended.
(e) "Market Value" means the closing sale price reported in
the NASDAQ/NMS or, if such value is not available, such other estimate
of fair market value as the Committee shall determine.
(f) "Qualified Option" means a right to purchase Stock,
granted pursuant to this Plan which is intended to qualify as an
incentive stock option under Section 422 of the Code.
(g) "Option Price" means the purchase price for Stock payable
upon exercise of an Option granted under this Plan.
(h) "Optionee" means a person to whom an option has been
granted under this Plan.
(i) "Plan" means this Triple S Plastics, Inc. Employee Stock
Option Plan.
(j) "Stock" means the common stock of the Company.
EXHIBIT 99
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1.3 Administration.
(a) The Plan shall be administered by a Committee appointed by
the Board, consisting of such number of persons as the Board shall
determine from time to time. A majority of members of the Committee
shall constitute a quorum for the transaction of business. The
Committee shall be responsible for the operation of the Plan, and the
determination as to persons entitled to participate in the Plan. The
interpretation and construction of any provision of the Plan by the
Committee shall be final and binding.
(b) The Committee shall consist entirely of members who,
during the one year prior to service on the Committee, or during such
service, have not been granted or awarded equity securities of the
Company (including derivative securities) pursuant to this Plan or any
other plan of the Company or any of its affiliates, except for the
types of plans set forth in Rule 16b-3(c)(2)(i)(A)-(D) promulgated by
the Securities and Exchange Commission.
(c) The granting of any Option pursuant to this Plan shall be
entirely within the discretion of the Committee, and nothing contained
in this Plan shall be interpreted or construed to give any person any
right to participate under this Plan.
(d) Each person who is or shall have been a member of the
Committee shall be defended, indemnified and held harmless by the
Company, to the maximum extent permitted by law, from and against any
cost, liability or expense imposed or incurred in connection with such
persons taking or failing to take any action under the Plan.
1.4 Eligibility. The Committee may grant Options at any time, and from
time to time, to such employees, including or excluding persons previously
granted Options, as the Committee shall determine in its sole and absolute
discretion. Options granted simultaneously or at different times need not
contain similar provisions.
1.5 Shares Subject to Plan. The maximum number of shares of Stock
subject to Options and Stock Appreciation Rights granted under the Plan shall be
450,000 shares, subject to adjustment as provided in Section 1.7 below. The
shares of Stock may be authorized but unissued shares or treasury shares. If any
outstanding Option expires or is terminated for any reason before the end of the
term for this Plan, the shares of Stock covered by that Option shall be
available for Options subsequently granted under this Plan.
1.6 Terms and Conditions of Option. Options granted pursuant to the
Plan shall be authorized by the Committee and shall be evidenced by agreements
in such form as the Committee shall approve from time to time, including,
without limitation, the following:
(a) Option Price. The purchase price per share for Stock under
each Option shall be not less than one hundred percent (100%) of the
Market Value of a share of the Stock as of the day preceding the date
the Option is granted.
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(b) Time and Method of Payment. The Option Price shall be paid
in full at the time an Option is exercised, and may be paid (i) in
cash, (ii) by the surrender of shares of Stock owned by the Optionee
having a Market Value on the date of exercise equal to the aggregate
Option Price, (iii) or a combination of (i) and (ii). Promptly after
the exercise of an Option and the payment of the full Option Price, the
Optionee shall be entitled to the issuance of a stock certificate
evidencing ownership of such Stock.
(c) Number of Shares. Each Option shall state the total
number of shares of Stock to which it pertains.
(d) Option Period and Limitations on Exercise of Options. The
Committee may, in its discretion, provide that an Option may not be
exercised in whole or in part for any period or periods of time
specified in the Option Agreement. Except as otherwise provided in the
Option Agreement, an Option may be exercised in whole or in part at any
time during its term. No Option may be exercised for a fractional share
of Stock.
(e) Termination of Employment. An Optionee's Options shall
terminate as provided in the pertinent Option Agreement upon the
termination of his or her employment by the Company; provided, however,
the Committee may, in its discretion in any particular case, subsequent
to the time of granting of the Option specify that all or part of an
Optionee's Options may be exercisable upon such termination or for a
certain period of time after termination. Without limiting the
discretion of the Committee to devise termination procedures that it
deems appropriate in a given case, the Committee may follow one or more
of the following policies:
(i) to permit an Optionee to exercise all Options
that are exercisable as of the date of termination;
(ii) to accelerate the vesting of any nonvested
Option, in whole or in part, and permit their exercise on
termination;
(iii) to permit an Optionee to exercise Options after
termination during the balance of their original term; or
(iv) to permit an Optionee who dies or becomes
totally and permanently disabled while employed by the Company
to exercise (or have his or her estate, personal
representative or beneficiary exercise) Options during the
balance of the original term.
The decision of the Committee to permit any one or more of the
foregoing accelerations or exercises may result in a Qualified Option
being treated as a Nonqualified Option for tax purposes, and the
Company shall have no responsibility for any adverse tax consequence to
the Optionee.
3
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(f) Nonassignability. Options shall not be transferable other
than by will or by the laws of descent and distribution, and during an
Optionee's lifetime shall be exercisable only by the Optionee or his
guardian or legal representative. The Company may, in the event it
deems the same desirable to assure compliance with applicable federal
and state securities laws, legend any certificate representing shares
issued pursuant to the exercise of any Option with an appropriate
restrictive legend and may also issue appropriate stop transfer
instructions to its transfer agent with respect to such shares.
1.7 Effect of Change in Stock Subject to the Plan. The aggregate number
of shares of Stock available for Options under the Plan, the shares subject to
any Option and the exercise price per share shall all be proportionately
adjusted for any increase or decrease in the number of issued shares of Stock
subsequent to the effective date of the Plan resulting from: (a) a subdivision
or consolidation of shares or any other capital adjustment; (b) the payment of a
stock dividend; or (c) other increase or decrease in such shares effected
without receipt of consideration by the Company. If the Company shall be the
surviving corporation in any merger or consolidation, any Option shall pertain,
apply, and relate to the securities to which a holder of the number of shares of
Stock subject to the Option would have been entitled after the merger or
consolidation. Upon dissolution or liquidation of the Company, or as of the
effective date for a merger or consolidation in which the Company is not the
surviving corporation, all Options outstanding under the Plan shall terminate
unless other provisions have been made in any outstanding Option Agreement.
1.8 Notification of Exercise. Options shall be exercised by written
notice directed to the Chief Financial Officer of the Company at the principal
executive offices of the Company. Exercise by an Optionee's heir or personal
representative shall be accompanied by evidence of his or her authority to act,
in form reasonably satisfactory to the Company.
ARTICLE II
QUALIFIED STOCK OPTIONS
2.1 Terms of Qualified Stock Options. Each Qualified Stock Option
granted under the Plan shall be exercisable during a term fixed by the Committee
that shall begin no sooner than six (6) months and end no later than ten (10)
years after the date the Qualified Stock Option is granted.
2.2 Limitations on Options. The aggregate Market Value of Stock
(determined at the time the Qualified Stock Option is granted) subject to the
Qualified Stock Options granted to an employee under this Plan that become
exercisable for the first time by such employee during any calendar year may not
exceed One Hundred Thousand Dollars ($100,000).
2.3 Termination of Employment. Subject to Section 1.6(e) above, if an
Optionee ceases to be employed by the Company his or her Qualified Stock Options
shall terminate immediately, except that if an Optionee's cessation of
employment by the Company is a result of retirement with the consent of the
Company, the Optionee may exercise outstanding Qualified Stock Options that are
otherwise exercisable, at any time within three (3) months after the termination
of employment. Subject to Section 1.6(e) above, in the event an Optionee dies
while employed by the Company or
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within three (3) months after having retired with the consent of the Company,
the Optionee's heirs or personal representative shall have the right to exercise
Qualified Stock Options to the same extent that the deceased Optionee had at the
date of death.
2.4 Continued Employment. Whether military, government, or other
service or other leave of absence shall constitute a termination of employment
shall be determined in each case by the Committee at its discretion, and any
determination by the Committee shall be final and conclusive.
2.5 Special Rule for Ten Percent Shareholder. If at the time a
Qualified Stock Option is granted, the Optionee owns Stock possessing more than
ten percent (10%) of the total combined voting power of all classes of stock of
the Company, as determined using the applicable attribution rules of the Code,
then the terms of the Option shall specify that the Option price shall be at
least one hundred ten percent (110%) of the Market Value of the Stock subject to
the Option and such Option shall not be exercisable after the expiration of five
(5) years from the date such Option is granted.
2.6 Interpretation. In interpreting this Article II of the Plan and the
provisions of individual Option Agreements, the Committee and the Board shall be
governed by the principles and requirements of the pertinent provisions of the
Code and applicable Treasury Regulations.
ARTICLE III
NONQUALIFIED STOCK OPTIONS
3.1 Terms of Nonqualified Options. Each Nonqualified Stock Option
granted under the Plan shall be exercisable only during a term fixed by the
Committee at the time of grant, not shorter than six (6) months and not longer
than ten (10) years following the date of grant.
3.2 Termination of Employment. Subject to Section 1.6(e) above, the
Committee in its discretion may provide such limitations on the exercise of any
Nonqualified Stock Option after termination of employment as the Committee deems
prudent at the time of grant.
3.3 Additional Terms. The Committee may add additional terms and
conditions to a Nonqualified Stock Option, including, but not limited to, a cash
award for any federal tax liability suffered by the Optionee upon the grant
and/or exercise of a Nonqualified Stock Option.
5
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ARTICLE IV
ADDITIONAL PROVISIONS
4.1 Shareholder Approval. The Plan shall be submitted to the
shareholders of the Company for approval at the first meeting of shareholders
held subsequent to the adoption of the Plan. If the shareholders of the Company
do not approve the Plan, the Plan shall terminate.
4.2 Compliance With Other Laws and Regulations. The Plan, the grant and
exercise of Options, and the obligation of the Company to sell and deliver
shares under Options, shall be subject to all applicable federal and state laws,
rules, and regulations and to such approvals by any government or regulatory
agency as may be required. The Company shall not be required to issue or deliver
any certificates for shares of Stock prior to the completion of any registration
or qualification of such shares under any federal or state law, or any ruling or
regulation of any government body which the Company shall, in its sole
discretion, determine to be necessary or advisable.
4.3 Amendments. The Board of Directors may discontinue the Plan at any
time, and may amend it from time to time, but no amendment, without approval by
shareholders, may: (a) increase the total number of shares which may be issued
under the Plan or to any individual under the Plan; (b) reduce the Option Price
for shares which may be purchased pursuant to Options under the Plan; (c) extend
the period during which Options may be granted; or (d) modify the eligibility
requirements for participation in the Plan. Other than as expressly permitted
under the Plan, no outstanding Option may be revoked or altered in a manner
unfavorable to the Optionee without the consent of the Optionee.
4.4 No Rights As Shareholder. No Optionee shall have any rights as a
shareholder with respect to any share of Stock subject to his or her Option
prior to the date of issuance of a certificate evidencing ownership of such
Stock, and no adjustment will be made for dividends or other rights for which
the record date is prior to the date of the certificate, except as provided in
Section 1.7.
4.5 Tax Withholding. The exercise of any Option under the Plan is
subject to the satisfaction of withholding tax or other withholding liabilities,
if any, under federal, state, and local laws in connection with such exercise.
The exercise of an Option shall not be effective unless applicable withholding
shall have been effected or obtained in the following manner. Each Optionee may
satisfy any such withholding tax obligation by any of the following means or by
a combination of such means:
(a) Tendering a cash payment;
(b) Authorizing the Company to withhold from the Stock
otherwise issuable to the Optionee as a result of the exercise of the
stock Option a number of shares of Stock having a Market Value as of
the date that the amount of tax to be withheld is to be determined
("Tax Date"), which shall be the date of exercise of the Option, less
than or equal to the amount of the withholding obligation; or
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(c) Delivering to the Company unencumbered shares of Stock,
owned by the Optionee prior to the date of exercise, having a Market
Value, as of the Tax Date, less than or equal to the amount of the
withholding tax obligation.
An Optionee's election to pay the withholding tax obligation by means of 4.5(b)
above must either: (i) be made at least six months prior to the Tax Date and
must be irrevocable for a period of at least six months prior to the Tax Date;
or (ii) the exercise of the Option must be effective during the period beginning
on the third business day following the date of release of the Company's
quarterly or annual summary statement of sales and earnings and ending on the
twelfth business day following such date.
4.6 Continued Employment Not Presumed. This Plan and any document
describing this Plan and the grant of any Option hereunder shall not give any
Optionee or other employee a right to continued employment by the Company or
affect the right of the Company to terminate the employment of any such person
with or without cause.
4.7 Acceleration. The Board shall have the right, in its sole
discretion, to direct the Committee to declare that all Options then outstanding
shall become immediately exercisable, notwithstanding any limitations on
exercise in Option Agreements, if in the opinion of the Board a change in
control of the Company is imminent.
4.8 Effective Date; Duration. The Plan became effective as of February
1, 1994, and shall expire on January 31, 2004. No Options may be granted under
the Plan after January 31, 2004, but Options granted on or before that date may
be exercised according to the terms of the Option Agreements and shall continue
to be governed by and interpreted consistent with the terms of this Plan
CERTIFICATION
The foregoing Plan was amended by the Company's Board of Directors on
May 24, 1996, subject to subsequent shareholder approval.
/s/ Robert D. Monk
Robert D. Monk, Secretary
MORAN\TRIPLES\N058.016
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