As filed with the Securities and Exchange Commission on October 6, 1997.
Registration No. __________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------------
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
----------------------
SIMPSON MANUFACTURING CO., INC.
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(Exact name of registrant as specified in its charter)
California 94-3196943
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
4637 Chabot Drive, Suite 200, Pleasanton, California 94588
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(Address of Principal Executive Offices) (Zip Code)
1994 STOCK OPTION PLAN
------------------------
(Full title of the plan)
Stephen B. Lamson
Chief Financial Officer
4637 Chabot Drive, Suite 200
Pleasanton, CA 94588
(Name and address of agent for service)
(510) 460-9912
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
Proposed Proposed
Title of maximum maximum
securities offering aggregate Amount of
to be Amount to be price per offering registration
registered registered (1) unit price fee
- ------------ -------------- ------------ ------------ ------------
Common Stock
(without par
value) 300,000(1) $ 39.125 $ 11,737,500 $ 3,556.82
(1) Estimated solely for the purpose of calculating the registration
fee in accordance with Rules 457(c) and (h) under the Securities
Act of 1933, based upon the average of the high and low prices
reported on the Nasdaq National Market on October 2, 1997.
<PAGE>
Registrant filed a Form S-8 Registration Statement (File No. 33-85662)
on October 27, 1994 (the "Original S-8"), to register 1,200,000 shares of
Registrant's Common Stock that are reserved for issuance under
Registrant's 1994 Stock Option Plan (the "Plan"). This Form S-8
Registration Statement registers an additional 300,000 shares of
Registrant's Common Stock that are reserved for issuance under the Plan.
Registrant incorporates herein by reference the contents of the Original
S-8.
At their annual meeting on May 15, 1997, the shareholders of Registrant
approved an amendment of the Plan to provide that up to 1,500,000 shares
of Registrant's Common Stock, rather than 1,200,000 shares, may be issued
on exercise of options granted under the Plan, and to conform the Plan to
certain amendments to the rules promulgated by the Securities and Exchange
Commission on May 30, 1996, under section 16 of the Securities Exchange
Act of 1934, as amended. A copy of the Plan, as so amended, is filed as
Exhibit 4.1 hereto.
Item 8. Exhibits.
4.1 Registrant's 1994 Stock Option Plan, as amended through
May 15, 1997
5.1 Opinion of Shartsis, Friese & Ginsburg LLP as to the
legality of the securities being registered
23.1 Consent of Coopers & Lybrand L.L.P.
23.2 Consent of Shartsis, Friese & Ginsburg LLP (contained
in Exhibit 5.1)
<PAGE>
SIGNATURES
The Registrant. Pursuant to the requirements of the Securities Act
of 1933, as amended, Registrant certifies that it has reasonable grounds
to believe that it meets all of the requirements for filing on Form S-8
and has duly caused this Form S-8 Registration Statement to be signed on
its behalf by the undersigned, thereunto duly authorized, in the City of
Pleasanton, State of California, on October 6, 1997.
SIMPSON MANUFACTURING CO., INC.
-------------------------------
(Registrant)
By: /s/Stephen B. Lamson
-------------------------------
Stephen B. Lamson
Chief Financial Officer
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Stephen B. Lamson his or her
attorney-in-fact, with full power of substitution and resubstitution, for
him or her in any and all capacities, to sign any amendments to this
Registration Statement, and to file the same, with exhibits thereto and
other documents in connection therewith, with the Securities and Exchange
Commission, hereby ratifying and confirming all that said attorney-in-
fact, or his or her substitute or substitutes, may 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 and on the dates indicated:
SIGNATURE DATE
/s/Thomas J Fitzmyers October 6, 1997
- ----------------------------------- ------------------
Thomas J Fitzmyers,
President, Chief Executive Officer
and Director (Principal Executive
Officer)
/s/Stephen B. Lamson October 6, 1997
- ----------------------------------- ------------------
Stephen B. Lamson,
Chief Financial Officer, Treasurer,
and Director (Principal Financial
and Accounting Officer)
/s/Barclay Simpson October 6, 1997
- ----------------------------------- ------------------
Barclay Simpson,
Director
<PAGE>
/s/Alan McKay September 26, 1997
- ----------------------------------- ------------------
Alan McKay,
Director
/s/Sunne Wright McPeak September 30, 1997
- ----------------------------------- ------------------
Sunne Wright McPeak,
Director
/s/Barry Lawson Williams September 28, 1997
- ----------------------------------- ------------------
Barry Lawson Williams,
Director
/s/Earl F. Cheit September 30, 1997
- ----------------------------------- ------------------
Earl F. Cheit,
Director
<PAGE>
INDEX TO EXHIBITS
Sequentially
Exhibit Numbered
Number Description Page
- ------- -------------------------------------------- -------------
4.1 1994 Stock Option Plan, as amended through 6
May 15, 1997
5.1 Opinion of Shartsis, Friese & Ginsburg LLP 16
as to the legality of the securities being
registered
23.1 Consent of Coopers & Lybrand L.L.P. 17
23.2 Consent of Shartsis, Friese & Ginsburg LLP
(contained in Exhibit 5.1)
EXHIBIT 4.1
-----------
SIMPSON MANUFACTURING CO., INC.
1994 STOCK OPTION PLAN
Adopted February 23, 1994
and Amended through May 15, 1997
1. PURPOSES.
(a) The purpose of the Plan is to provide a means by which selected
Employees and Directors of and Consultants to the Company, and its
Affiliates, may be given an opportunity to purchase stock of the Company.
(b) The Company, by means of the Plan, seeks to retain the services
of persons who are now Employees or Directors of or Consultants to the
Company and its Affiliates, to secure and retain the services of new
Employees, Directors and Consultants, and to provide incentives for such
persons to exert maximum efforts for the success of the Company and its
Affiliates.
(c) The Company intends that the Options issued under the Plan shall,
in the discretion of the Board or any Committee to which responsibility
for administration of the Plan has been delegated pursuant to subsection
3(c), be either Incentive Stock Options or Nonstatutory Stock Options.
All Options shall be separately designated Incentive Stock Options or
Nonstatutory Stock Options at the time of grant, and in such form as
issued pursuant to section 6, and a separate certificate or certificates
will be issued for shares purchased on exercise of each type of Option.
2. DEFINITIONS.
(a) "Affiliate" means any parent corporation or subsidiary
corporation of the Company, whether now or hereafter existing, as those
terms are defined in sections 424(e) and (f), respectively, of the Code.
(b) "Board" means the Board of Directors of the Company.
(c) "Code" means the Internal Revenue Code of 1986, as amended.
(d) "Committee" means a Committee appointed by the Board in
accordance with subsection 3(c) of the Plan.
(e) "Common Stock" means the common stock of the Company.
(f) "Company" means Simpson Manufacturing Co., Inc., a California
corporation.
(g) "Consultant" means any person, including an advisor, engaged by
the Company or an Affiliate to render consulting services and who is
compensated for such services; provided that the term "Consultant" shall
not include Directors who are paid only a director's fee by the Company or
who are not compensated by the Company for their services as Directors.
(h) "Continuous Status as an Employee, Director or Consultant" means
the employment or relationship as a Director or Consultant is not
interrupted or terminated. The Board, in its sole discretion, may
determine whether Continuous Status as an Employee, Director or Consultant
shall be considered interrupted in the case of: (i) any leave of absence
approved by the Board, including sick leave, military leave or any other
personal leave; or (ii) transfers between locations of the Company or
between the Company, Affiliates or their successors.
(i) "Director" means a member of the Board.
(j) "Employee" means any person, including Officers and Directors,
employed by the Company or any Affiliate of the Company. Neither service
as a Consultant or a Director nor payment of a director's fee by the
Company shall be sufficient to constitute "employment" by the Company.
(k) "Exchange Act" means the Securities Exchange Act of 1934, as
amended.
(l) "Fair Market Value" means the value of the Common Stock as
determined in good faith by the Board and in a manner consistent with
section 260.140.50 of Chapter 3 of Title 10 of the California Code of
Regulations.
(m) "Incentive Stock Option" means an Option intended to qualify as
an incentive stock option within the meaning of section 422 of the Code
and the regulations promulgated thereunder.
(n) "Non-Employee Director" means a Director who satisfies the
requirements established from time to time by the Securities and Exchange
Commission for non-employee directors under Rule 16b-3.
(o) "Nonstatutory Stock Option" means an Option not intended to
qualify as an Incentive Stock Option.
(p) "Officer" means a person who is an officer of the Company within
the meaning of section 16 of the Exchange Act and the rules and
regulations promulgated thereunder.
(q) "Option" means a stock option granted pursuant to the Plan.
(r) "Option Agreement" means a written agreement between the Company
and an Optionee evidencing the terms and conditions of an individual
Option grant. Each Option Agreement shall be subject to the terms and
conditions of the Plan.
(s) "Optioned Stock" means the Common Stock of the Company subject to
an Option.
(t) "Optionee" means an Employee, Director or Consultant who holds an
outstanding Option.
(u) "Outside Director" means a member of the Board who satisfies the
requirements established from time to time for outside directors under
section 162(m) of the Code.
(v) "Plan" means this Simpson Manufacturing Co., Inc. 1994 Stock
Option Plan.
(w) "Rule 16b-3" means Rule 16b-3 under the Exchange Act or any
successor to Rule 16b-3, as in effect when discretion is being exercised
with respect to the Plan.
(x) "Securities Act" means the Securities Act of 1933, as amended.
3. ADMINISTRATION.
(a) The Plan shall be administered by the Board unless and until the
Board delegates administration to a Committee, as provided in subsection
3(c).
(b) The Board shall have the power, subject to, and within the
limitations of, the express provisions of the Plan:
(1) To determine from time to time which of the persons eligible
under the Plan shall be granted Options; when and how each Option shall be
granted; whether an Option will be an Incentive Stock Option or a
Nonstatutory Stock Option; the terms and conditions of each Option granted
(which need not be identical), including the time or times such Option may
be exercised as a whole or in part; and the number of shares for which an
Option shall be granted to each such person;
(2) To grant Options under the Plan;
(3) To construe and interpret the Plan and Options granted under
it, and to establish, amend and revoke rules and regulations for its
administration. The Board, in the exercise of this power, may correct any
defect, omission or inconsistency in the Plan or in any Option Agreement,
in a manner and to the extent it shall deem necessary or expedient to make
the Plan fully effective; and
(4) To amend the Plan as provided in section 11.
(c) The Board may delegate administration of the Plan to a Committee
of the Board that will satisfy the requirements of Rule 16b-3. The
Committee shall consist solely of two or more Directors, each of whom is a
Non-Employee Director and an Outside Director, who shall be appointed by
the Board. Subject to the foregoing, from time to time the Board may
increase the size of the Committee and appoint additional qualified
members, remove members (with or without cause) and appoint new members in
substitution therefor, or fill vacancies, however caused. If
administration is delegated to a Committee, the Committee shall have, in
connection with the administration of the Plan, the powers theretofore
possessed by the Board (and references in this Plan to the Board shall
thereafter be to the Committee), subject, however, to such resolutions,
not inconsistent with the provisions of the Plan, as may be adopted from
time to time by the Board. The Board may abolish the Committee at any
time and revest in the Board the administration of the Plan.
Notwithstanding anything in this section 3 to the contrary, the Board or
the Committee may delegate to a committee of one or more members of the
Board the authority to grant options to eligible persons who are not then
subject to section 16 of the Exchange Act.
4. SHARES SUBJECT TO THE PLAN.
(a) Subject to the provisions of section 10 relating to adjustments
on changes in stock, the stock that may be sold pursuant to Options shall
not exceed in the aggregate 1,500,000 shares of Common Stock. If any
Option shall for any reason expire or otherwise terminate, as a whole or
in part, without having been exercised in full, the stock not purchased
under such Option shall revert to and again become available for issuance
under the Plan.
(b) The stock subject to the Plan may be unissued shares or
reacquired shares, bought on the market or otherwise.
5. ELIGIBILITY.
(a) Incentive Stock Options may be granted only to Employees.
Nonstatutory Stock Options may be granted only to Employees, Directors or
Consultants.
(b) No person shall be eligible for the grant of an Option if, at the
time of grant, such person owns (or is deemed to own pursuant to section
424(d) of the Code) stock possessing more than ten percent of the total
combined voting power of all classes of stock of the Company or of any of
its Affiliates unless the exercise price of such Option is at least 110
percent of the Fair Market Value of such stock at the date of grant and
the Option is not exercisable after the expiration of five years from the
date of grant.
6. OPTION PROVISIONS.
Each Option shall be in such form and shall contain such terms and
conditions as the Board shall deem appropriate. The provisions of
separate Options need not be identical, but each Option shall include
(through incorporation of provisions hereof by reference in the Option
Agreement or otherwise), except as the Board may otherwise determine in
the specific case, the substance of each of the following provisions:
(a) Term of Options. No Option shall be exercisable after the
expiration of ten years from the date it is granted.
(b) Price. The exercise price of each Incentive Stock Option shall
be not less than 100 percent of the Fair Market Value of the stock subject
to the Option on the date the Option is granted.
(c) Consideration. The purchase price of stock acquired pursuant to
an Option shall be paid, to the extent permitted by applicable statutes
and regulations, either (i) in cash at the time the Option is exercised,
or (ii) in the absolute discretion of the Board or the Committee (which
discretion may be exercised in a particular case without regard to any
other case or cases), at the time of the grant or thereafter, (A) by the
withholding of shares of Common Stock issuable on exercise of the Option
or delivery to the Company of other Common Stock of the Company, (B)
according to a deferred payment or other arrangement (which may include,
without limiting the generality of the foregoing, the use of Common Stock
of the Company) with the person to whom the Option is granted or to whom
the Option is transferred pursuant to subsection 6(d), or (C) in any other
form of legal consideration that may be acceptable to the Board.
In the case of any deferred payment arrangement, interest shall be
payable at least annually and shall be charged at the minimum rate of
interest necessary to avoid the treatment as interest, under any
applicable provisions of the Code, of any amounts other than amounts
stated to be interest under the deferred payment arrangement, or if less,
the maximum rate permitted by law.
(d) Transferability. An Option shall not be sold, assigned,
transferred, pledged, hypothecated or otherwise disposed by the Optionee
during his or her lifetime, whether by operation of law or otherwise,
other than by will or the laws of descent and distribution applicable to
such Optionee, or be made subject to execution, attachment or similar
process; provided that the Board may in its discretion at the time of
approval of the grant of an Option or thereafter permit an Option to be
transferred by an Optionee to a trust or other entity established by the
Optionee for estate planning purposes, and may permit further
transferability, or impose conditions or limitations on any permitted
transferability. An Option shall otherwise be exercisable during the
lifetime of the person to whom the Option is granted only by such person.
(e) Vesting. The total number of shares of stock subject to an
Option may, but need not, be allotted in periodic installments (which may,
but need not, be equal). An Option Agreement may provide that from time
to time during each of such installment periods, the Option may become
exercisable ("vest") with respect to some or all of the shares allotted to
that period, and may be exercised with respect to some or all of the
shares allotted to such period or any prior period as to which the Option
shall have become vested but shall not have been fully exercised. An
Option may be subject to such other terms and conditions on the time or
times when it may be exercised (which may be based on performance or other
criteria) as the Board may deem appropriate. The vesting provisions may
vary among Options, but in each case will provide for vesting of at least
twenty percent per year of the total number of shares subject to the
Option.
(f) Conditions On Exercise of Options and Issuance of Shares.
(1) Shares shall not be issued on exercise of an Option unless
the exercise of such Option and the delivery of such Shares pursuant
thereto shall comply with all applicable laws and regulations, including,
without limitation, the Securities Act, the Exchange Act, the rules and
regulations promulgated thereunder and the requirements of any stock
exchange on which the Common Stock may then be listed, and shall be
further subject to the approval of counsel for the Company with respect to
such compliance.
(2) The Company may require any Optionee, or any person to whom
an Option is transferred under subsection 6(d), as a condition of
exercising an Option, (1) to give written assurances satisfactory to the
Company as to the Optionee's knowledge and experience in financial and
business matters or to employ a purchaser representative reasonably
satisfactory to the Company who is knowledgeable and experienced in
financial and business matters, and that he or she is capable of
evaluating, alone or together with the purchaser representative, the
merits and risks of exercising the Option; and (2) to give written
assurances satisfactory to the Company stating that such person is
acquiring the stock subject to the Option for such person's own account
and not with any present intention of selling or otherwise distributing
the stock. The foregoing requirements, and any assurances given pursuant
to such requirements, shall be inapplicable if (i) the issuance of the
shares on the exercise of the Option has been registered under a then
currently effective registration statement under the Securities Act, or
(ii) as to any particular requirement, a determination is made by counsel
for the Company that such requirement need not be met in the circumstances
under the then applicable securities laws. The Company may, with advice
of its counsel, place such legends on stock certificates issued under the
Plan as the Company deems necessary or appropriate to comply with
applicable securities laws, including, but not limited to, legends
restricting the transfer of the stock.
(g) Termination of Employment or Relationship as a Director or
Consultant. If an Optionee's Continuous Status as an Employee, Director
or Consultant terminates (other than on the Optionee's death or
disability), the Optionee may exercise his or her Option (to the extent
that the Optionee shall have been entitled to exercise it at the date of
termination) but only within the period ending on the earlier of (i) the
ninetieth day after the termination of the Optionee's Continuous Status as
an Employee, Director or Consultant (or such longer or shorter period,
which in no event shall be less than thirty days, specified in the Option
Agreement), or (ii) the expiration of the term of the Option as set forth
in the Option Agreement. If, after termination, the Optionee does not
exercise his or her Option within the time specified in the Option
Agreement, the Option shall terminate, and the shares covered by such
Option shall revert to and again become available for issuance under the
Plan.
(h) Disability of Optionee. If an Optionee's Continuous Status as an
Employee, Director or Consultant terminates as a result of the Optionee's
disability, the Optionee may exercise his or her Option (to the extent
that the Optionee shall have been entitled to exercise it at the date of
termination), but only within the period ending on the earlier of (i) the
first anniversary of such termination (or such longer or shorter period,
which in no event shall be less than six months, specified in the Option
Agreement), or (ii) the expiration of the term of the Option as set forth
in the Option Agreement. If, at the date of termination, the Optionee is
not entitled to exercise his or her entire Option, the shares covered by
the unexercisable portion of the Option shall revert to and again become
available for issuance under the Plan. If, after termination, the
Optionee does not exercise his or her Option within the time specified
herein, the Option shall terminate, and the shares covered by such Option
shall revert to and again become available for issuance under the Plan.
(i) Death of Optionee. If of an Optionee dies during, or within a
period specified in the Option after the termination of, the Optionee's
Continuous Status as an Employee, Director or Consultant, the Option may
be exercised (to the extent that the Optionee shall have been entitled to
exercise the Option at the date of death) by the Optionee's estate or by a
person who shall have acquired the right to exercise the Option by bequest
or inheritance, but only within the period ending on the earlier of (i)
the one hundred eightieth day after the first anniversary of the date of
death (or such longer or shorter period, which in no event shall be less
than six months, specified in the Option Agreement), or (ii) the
expiration of the term of such Option as set forth in the Option
Agreement. If, at the time of death, the Optionee is not entitled to
exercise his or her entire Option, the shares covered by the unexercisable
portion of the Option shall revert to and again become available for
issuance under the Plan. If, after death, the Optionee's estate or a
person who shall have acquired the right to exercise the Option by bequest
or inheritance does not exercise the Option within the time specified
herein, the Option shall terminate, and the shares covered by such Option
shall revert to and again become available for issuance under the Plan.
(j) Exceptions. Notwithstanding subsections (g), (h) and (i) above,
the Board shall have the authority to extend the expiration date of any
outstanding Option in circumstances in which it deems such action to be
appropriate (provided that no such extension shall extend the term of an
Option beyond the date of expiration of the term of such Option as set
forth in the Option Agreement).
(k) Early Exercise. The Option may, but need not, include a
provision whereby the Optionee may elect at any time while an Employee,
Director or Consultant to exercise the Option as to any part or all of the
shares subject to the Option prior to the full vesting of the Option. Any
unvested shares so purchased shall be subject to a repurchase right in
favor of the Company, with the repurchase price to be equal to the
original purchase price of the stock, or to any other restriction the
Board determines to be appropriate; provided that the right to repurchase
at the original purchase price shall lapse at a minimum rate of twenty
percent per year over five years from the date the Option is granted and
such right shall be exercised within ninety days of termination of
employment for cash or cancellation of purchase money indebtedness for the
shares. Should the right of repurchase be assigned by the Company, the
assignee shall pay the Company cash equal to the difference between the
original purchase price and the stock's Fair Market Value if the original
purchase price is less than the stock's Fair Market Value.
(l) Withholding. To the extent approved by the Board in the specific
case, at the time of approval of the grant of the Option or thereafter,
the Optionee may satisfy any Federal, state or local tax withholding
obligation relating to the exercise of such Option by any of the following
means or by a combination of such means: (l) tendering a cash payment; (2)
authorizing the Company to withhold shares from the shares of the Common
Stock otherwise issuable to the Optionee as a result of the exercise of
the Option; or (3) delivering to the Company owned and unencumbered shares
of the Common Stock of the Company. The value of shares withheld or
delivered shall equal the Fair Market Value of the shares on the day the
Option is exercised.
7. COVENANTS OF THE COMPANY.
(a) During the terms of the Options, the Company shall keep available
at all times the number of shares of Common Stock required to satisfy such
Options.
(b) The Company shall seek to obtain from each regulatory commission
or agency having jurisdiction over the Plan such authority as may be
required to issue and sell shares of stock on exercise of the Options;
provided that this undertaking shall not require the Company to register
under the Securities Act either the Plan, any Option or any stock issued
or issuable pursuant to any such Option. If, after reasonable efforts,
the Company is unable to obtain from any such regulatory commission or
agency the authority that counsel for the Company deems necessary for the
lawful issuance and sale of stock under the Plan, the Company shall be
relieved from any liability for failure to issue and sell stock on
exercise of such Options unless and until such authority is obtained.
8. USE OF PROCEEDS FROM STOCK.
Proceeds from the sale of stock pursuant to Options shall constitute
general funds of the Company.
9. MISCELLANEOUS.
(a) Neither an Optionee nor any person to whom an Option is
transferred under subsection 6(d) shall be deemed to be the holder of, or
to have any of the rights of a holder with respect to, any shares subject
to such Option unless and until such person has satisfied all requirements
for exercise of the Option pursuant to its terms. No adjustment will be
made for dividends or other rights for which the record date is prior to
the date of satisfaction of all such requirements.
(b) Throughout the term of any Option, the Company shall deliver to
the holder of such Option, not later than 120 days after the close of each
of the Company's fiscal years during the Option term, a balance sheet and
an income statement. This section shall not apply when issuance is
limited to key employees whose duties in connection with the Company
assure them access to equivalent information.
(c) Nothing in the Plan or any instrument executed or Option granted
or other action taken pursuant thereto shall confer on any Employee,
Director, Consultant or Optionee any right to continue in the employ of
the Company or any Affiliate (or to continue acting as a Director or
Consultant) or shall affect the right of the Company or any Affiliate to
terminate the employment or relationship as a Director or Consultant of
any Employee, Director, Consultant or Optionee with or without cause.
(d) To the extent that the aggregate Fair Market Value (determined at
the time of grant) of stock with respect to which Incentive Stock Options
are exercisable for the first time by any Optionee during any calendar
year under all plans of the Company and its Affiliates exceeds $100,000,
the Options or portions thereof in excess of such limit (according to the
order in which they are granted) shall be treated as Nonstatutory Stock
Options.
10. ADJUSTMENTS ON CHANGES IN STOCK.
(a) If any change is made in the stock subject to the Plan, or
subject to any Option (through merger, consolidation, reclassification,
reorganization, recapitalization, stock dividend, dividend in property
other than cash, stock split or reverse stock split, liquidating dividend,
combination of shares, exchange of shares, change in corporate structure
or otherwise), the Plan and outstanding Options will be appropriately
adjusted by the Board in the class(es) and maximum number of shares
subject to the Plan and the class(es) and number of shares and price per
share of stock subject to outstanding Options.
(b) In the event of: (1) a merger or consolidation in which the
Company is not the surviving corporation or (2) a reverse merger in which
the Company is the surviving corporation but the shares of the Common
Stock outstanding immediately preceding the merger are converted by virtue
of the merger into other property, whether in the form of securities, cash
or otherwise then to the extent permitted by applicable law: (i) any
surviving corporation shall assume any Options outstanding under the Plan
or shall substitute similar options for those outstanding under the Plan,
or (ii) such Options shall continue in full force and effect. If any
surviving corporation refuses to assume or continue such Options, or to
substitute similar options for those outstanding under the Plan, then such
Options shall be terminated if not exercised prior to such event. In the
event of a dissolution or liquidation of the Company, any Options
outstanding under the Plan shall terminate if not exercised prior to such
event.
11. AMENDMENT OF THE PLAN.
(a) The Board at any time or from time to time shall have the right
to amend, modify, suspend or terminate the Plan for any reason; provided
that the Company will seek shareholder approval for any change if and to
the extent required by applicable law, regulation or rule.
(b) It is expressly contemplated that the Board may amend the Plan in
any respect the Board deems necessary or advisable to provide Optionees
with the maximum benefits provided or to be provided under the Code and
the regulations promulgated thereunder relating to Incentive Stock Options
or to cause the Plan or Incentive Stock Options granted under it to comply
therewith.
(c) Rights and obligations under any Option granted before amendment
of the Plan shall not be altered or impaired by any amendment of the Plan,
unless (i) the Company requests the consent of the person to whom the
Option shall have been granted and (ii) such person consents in writing.
12. TERMINATION OR SUSPENSION OF THE PLAN.
(a) The Board may suspend or terminate the Plan at any time. Unless
sooner terminated, the Plan shall terminate on the day prior to the tenth
anniversary of the earlier of the date of the adoption of the Plan by the
Board or the date that the Plan is approved by the shareholders of the
Company. No Options may be granted under the Plan while the Plan is
suspended or after it is terminated.
(b) Rights and obligations under any Option granted while the Plan is
in effect shall not be altered or impaired by suspension or termination of
the Plan, except with the consent of the person to whom the Option shall
have been granted.
13. EFFECTIVE DATE OF PLAN.
The Plan shall become effective as determined by the Board, but no
Options granted under the Plan shall be exercised unless and until the
Plan shall have been approved by the shareholders of the Company, which
approval shall be within twelve months before or after the date the Plan
is adopted by the Board, and, if required, an appropriate permit shall
have been issued by the Commissioner of Corporations of the State of
California.
14. COMPLIANCE WITH SECTION 16 OF THE EXCHANGE ACT.
It is the Company's intent that the Plan comply in all respects with
Rule 16b-3. If any provision of this Plan is found not to be in
compliance with Rule 16b-3, that provision shall be deemed to have been
amended or deleted as and to the extent necessary to comply with Rule
16b-3, and the remaining provisions of the Plan shall continue in full
force and effect, without change. All transactions under the Plan shall
be executed in accordance with the requirements of Section 16 of the
Exchange Act and the applicable regulations promulgated thereunder.
EXHIBIT 5.1
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October 6, 1997
Simpson Manufacturing Co., Inc.
4637 Chabot Drive
Pleasanton, California 94588
Re: Simpson Manufacturing Co., Inc.
1994 Stock Option Plan, as amended
through May 15, 1997
Ladies and Gentlemen:
We are counsel for Simpson Manufacturing Co., Inc., a California
corporation (the "Company"), in connection with its Registration Statement
on Form S-8 under the Securities Act of 1933, as amended (the
"Registration Statement"), relating to an additional 300,000 shares of the
Company's Common Stock, without par value, offered or to be offered
pursuant to the Company's 1994 Stock Option Plan, as amended through May
15, 1997 (the "Plan"). We are of the opinion that such additional shares
being so registered for sale by the Company have been duly authorized and,
when sold and delivered as contemplated in such Registration Statement and
in accordance with the Plan, will be validly issued, fully paid and
non-assessable.
We hereby consent to the filing of this opinion with the Securities
and Exchange Commission as an exhibit to such Registration Statement.
Very truly yours,
SHARTSIS, FRIESE & GINSBURG LLP
By /s/Douglas L. Hammer
---------------------------
Douglas L. Hammer
EXHIBIT 23.1
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CONSENT OF PUBLIC ACCOUNTANTS
We consent to the incorporation by reference in the registration statement
of Simpson Manufacturing Co., Inc. on Form S-8 of our report dated
January 31, 1997, except for Note 15 for which the date is March 11, 1997,
on our audits of the consolidated financial statements of Simpson
Manufacturing Co., Inc. and its subsidiaries as of December 31, 1996 and
1995 and for the years ended December 31, 1996, 1995 and 1994.
COOPERS & LYBRAND L.L.P.
San Francisco, California
October 6, 1997
