As filed with the Securities and Exchange Commission on
May 14, 1998.
Registration No. 333-29407
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
ACCENT COLOR SCIENCES, INC.
(Exact name of issuer as specified in its charter)
Connecticut 06-1380314
(State or other jurisdiction (I.R.S. Employer
of Identification Number)
incorporation or organization)
06108
800 Connecticut Boulevard (Zip Code)
East Hartford, CT 06108
(Address of Principal
Executive Offices)
ACCENT COLOR SCIENCES, INC. 1995 STOCK INCENTIVE PLAN
(Full title of the plan)
Charles E. Buchheit
President and
Chief Executive Officer
Accent Color Sciences, Inc.
800 Connecticut Boulevard
East Hartford, CT 06108
(860) 610-4000
(Name, address and telephone number of agent for service)
CALCULATION OF REGISTRATION FEE
Proposed Proposed
Title of Maximum Maximum
Securities Amount Offering Aggregate Amount of
to be to be Price Offering Registration
Registered Registered Per Share Price Fee
(1) (2) (2) (2)
Common Stock,
No par value
per share 500,000 shares $ 2.2815 $ 1,140,750.00 $ 336.52
(1) The registration statement also includes an
indeterminable number of additional shares that may become
issuable as a result of terminated, expired, forfeited or
surrendered awards respecting Common Stock, or pursuant to
the antidilution adjustment provisions of the plan.
(2) In accordance with Rule 457, calculated on the basis of
the average of the high and low prices for the Common Stock
on the Nasdaq National Market on May 11, 1998.
The Exhibit Index is located at page 4.
Page 1 of 4 pages.
INCORPORATION OF CONTENTS OF EARLIER
REGISTRATION STATEMENT BY REFERENCE
The purpose of this Post-Effective Amendment No. 1 is to
register 500,000 additional shares of the Registrant's Common
Stock, no par value per share, in connection with the
Registrant's 1995 Stock Incentive Plan. Pursuant to General
Instruction E of Form S-8 the contents of the Registrant's
Registration Statement (Registration No. 333-29407) on Form S-8
filed with the Commission on June 17, 1997, are incorporated
herein by reference.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
the Registrant certifies that it has reasonable grounds to
believe that it meets all of the requirements for filing on Form
S-8 and has duly caused this Post-Effective Amendment No. 1 to
the Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the Town of East
Hartford, Connecticut, on May 14, 1998.
ACCENT COLOR SCIENCES, INC.
By:/s/ PatrickJ.Pedonti
Patrick J. Pedonti
Vice President,
Treasurer and
Chief Financial Officer
Pursuant to the requirements of the Securities Act of 1933,
this Post-Effective Amendment No. 1 to the Registration Statement
has been signed by the following persons in the capacities and on
the dates indicated.
Signature Title Date
/s/ Charles E. Buchheit President, and May 14, 1998
Charles E. Buchheit Chief Executive Officer
/s/ Patrick J. Pedonti Vice President, May 14, 1998
Patrick J. Pedonti Treasurer
and Chief Financial
Officer (Principal
Financial Officer)
/s/ Norman L. Milliard May 14, 1998
Norman L. Milliard
Director and
Attorney-in-fact for:
Richard J. Coburn Director
Willard F. Pinney, Jr. Director (Constituting a majority
Robert H. Steele Director of the Board of Directors)
Richard Hodgson Director
EXHIBIT INDEX
No. Description
4.1 Amended and Restated
Certificate of
Incorporation of the
4.2 Company*
4.3 By-laws of the
Company*
5 Accent Color
Sciences, Inc. 1995
Stock Incentive Plan
23.1
Opinion of Murtha,
Cullina, Richter and
23.2 Pinney, LLP
Consent of Price
Waterhouse, LLP
24
Consent of Murtha,
Cullina, Richter and
Pinney, LLP
contained in their
opinion filed as
Exhibit 5
Power of Attorney*
*Previously filed.
AS AMENDED THROUGH
MARCH 20, 1998
ACCENT COLOR SCIENCES, INC.
1995 STOCK INCENTIVE PLAN
1. Purpose. This Plan is designed to give directors,
officers and key employees of the Corporation and other persons
an expanded opportunity to acquire stock in the Corporation or
receive other long-term incentive remuneration in order that they
may better participate in the Corporation's growth and be moti
vated to remain with the Corporation and promote its further
development and success.
2. Definitions. The following terms shall have the
meanings given below unless the context otherwise requires:
(a) "Award" or "Awards" except where referring to a
particular category of grant under the Plan shall include
Incentive Stock Options, Non-Statutory Stock Options, Stock
Appreciation Rights and Restricted Stock Awards.
(b) "Board" means the Board of Directors of the
Corporation.
(c) "Code" means the Internal Revenue Code of 1986, as
amended, and any successor Code, and related rules, regulations
and interpretations.
(d) "Committee" means the committee of the Board
established under Section 9 hereof.
(e) "Corporation" means Accent Color Sciences, Inc.
(f) "Disability" or "disabled" means disability or
disabled as defined by the Code.
(g) "Eligible Person" means any person, including a
person who is not an employee of the Corporation or a Subsidiary,
or entity who satisfies all the eligibility requirements set
forth in either Section 3(a) or 3(b) hereof.
(h) "Fair Market Value" of the Stock on any given date
shall be the average of the high and low prices of the Stock on
the NASDAQ National Market on the date of determination, or if
there shall be no such reported prices on the date of
determination, the most recent date for which such prices are
reported; provided that in the event there shall be no public
market for the Stock, "Fair Market Value" shall be as determined
from time to time by the Board.
(i) "Incentive Stock Option" means a stock option
qualifying under the provisions of Section 422 of the Code.
(j) "Non-Employee Director Participant" means an
Eligible Person, who at the time of grant of an Award is a
director of the Corporation but not an employee of the Corpora
tion or a Subsidiary.
(k) "Non-Statutory Option" means a stock option not
qualifying for incentive stock option treatment under the pro
visions of Section 422 of the Code.
(l) "Optionee" means the holder of any option granted
under the Plan.
(m) "Participant" means the holder of any Award
granted under the Plan.
(n) "Plan" means the Accent Color Sciences, Inc. 1995
Stock Incentive Plan.
(o) "Principal Shareholder" means any individual
owning stock possessing more than ten percent (10%) of the total
combined voting power of all classes of capital stock of the
Corporation.
(p) "Restricted Stock" means Stock received pursuant
to a Restricted Stock Award.
(q) "Restricted Stock Award" is defined in Section
8(a).
(r) "Stock" or "shares" means shares of Class A Common
Stock of the Corporation.
(s) "Stock Appreciation Right" or "Right" means a
right described in Section 7.
(t) "Subsidiary" means any corporation in which the
Corporation owns, directly or indirectly, a majority of the out
standing voting stock.
3. Eligibility.
(a) Incentive Stock Options. Incentive Stock Options
may be granted to any Eligible Persons who are employees of the
Corporation or a Subsidiary and who in the sole opinion of the
Committee are, from time to time, responsible for the management
and/or growth of all or part of the business of the Corporation.
(b) Awards Other than Incentive Stock Options.
Awards, other than Incentive Stock Options, may be granted to any
Eligible Persons who in the sole opinion of the Committee are,
from time to time, responsible for the growth and/or the manage
ment of all or a part of the business of the Corporation.
(c) Substitute Awards. The Committee, in its dis
cretion, may also grant Awards in substitution for any stock
incentive awards previously granted by companies acquired by the
Corporation or one of its Subsidiaries. Such substitute awards
may be granted on such terms and conditions as the Committee
deems appropriate in the circumstances, provided, however, that
substitute Incentive Stock Options shall be granted only in
accordance with the Code.
4. Term of Plan. The Plan shall take effect on January
19, 1995 and shall remain effective for ten (10) years
thereafter, expiring on January 18, 2005.
5. Stock Subject to the Plan. The aggregate number of
shares of Stock which may be issued pursuant to all Awards
granted under the Plan shall not exceed 2,000,000 shares of
Stock, subject to adjustment as hereinafter provided in Section
10, and which may be treasury shares or authorized but unissued
shares. In the event that any Award under the Plan for any
reason expires, is terminated, forfeited, reacquired by the
Corporation, or satisfied without the issuance of Stock (except
in the cases of a Stock Appreciation Right to the extent settled
in cash) the shares allocable to the unexercised portion of such
Award may again be made subject to an Award under the Plan.
6. Stock Options. The following terms and conditions
shall apply to each option granted under the Plan and shall be
set forth in a stock option agreement between the Corporation and
the Optionee together with such other terms and conditions not
inconsistent herewith as the Committee may deem appropriate in
the case of each Optionee:
(a) Option Price. The purchase price under each
Incentive Stock Option shall be as determined by the Committee
but not less than 100% of the Fair Market Value of the shares
subject to such option on the date of grant, provided that such
option price shall not be less than 110% of such Fair Market
Value in the case of any Incentive Stock Option granted to a
Principal Shareholder. The purchase price per share of Stock
deliverable upon the exercise of a Non-Statutory Option shall be
determined by the Committee, but shall not be less than 85% of
the Fair Market Value of such Stock on the date of grant.
(b) Type of Option. All options granted under the
Plan shall be either Incentive Stock Options or Non-Statutory
Options. All provisions of the Plan applicable to Incentive
Stock Options shall be interpreted in a manner consistent with
the provisions of, and regulations under, Section 422 of the
Internal Revenue Code.
(c) Period of Incentive Stock Option. Each Incentive
Stock Option shall have a term not in excess of ten (10) years
from the date on which it is granted, except in the case of any
Incentive Stock Option granted to a Principal Shareholder which
shall have a term not in excess of five (5) years from the date
on which it is granted; provided that any Incentive Stock Option
granted or the unexercised portion thereof, to the extent exer
cisable at the time of termination of employment, shall terminate
at the close of business on the day three (3) months following
the date on which the Optionee ceases to be employed by the
Corporation or a Subsidiary unless sooner expired or unless a
longer period is provided under Subsection (g) of this Section in
the event of the death or disability of such an Optionee.
(d) Period of Non-Statutory Option. Each Non-
Statutory Option granted under the Plan shall have a term not in
excess of ten (10) years and one (1) day from the date on which
it is granted; provided that any Non-Statutory Option granted to
an employee of the Corporation or a Subsidiary or to a Non-
Employee Director Participant, or the unexercised portion thereof
shall terminate not later than the close of business on the day
three (3) months following the date on which such employee ceases
to be employed by the Corporation or a Subsidiary or the date on
which such Non-Employee Director ceases to be a director of the
Corporation, as the case may be, unless a longer period is pro
vided under Subsection (g) of this Section in the event of the
death or disability of such an Optionee. Such an Optionee's Non-
Statutory Option shall be exercisable, if at all, during such
three (3) month period only to the extent exercisable on the date
such Optionee's employment terminates or the date on which such
Optionee ceases to be a director, as the case may be.
(e) Exercise of Option.
(i) Each option granted under the Plan shall
become exercisable on such date or dates and in such amount
or amounts as the Committee shall determine. In the absence
of any other provision by the Committee, each option granted
under the Plan shall be exercisable with respect to not more
than twenty percent (20%) of such shares subject thereto
after the expiration of one (1) year following the date of
its grant, and shall be exercisable as to an additional
twenty percent (20%) of such shares after the expiration of
each of the succeeding four (4) years, on a cumulative
basis, so that such option, or any unexercised portion
thereof, shall be fully exercisable after a period of five
(5) years following the date of its grant.
(ii) The Committee, in its sole discretion, may,
from time to time and at any time, accelerate the vesting
provisions of any outstanding option, subject, in the case
of Incentive Stock Options, to the provisions of Subsection
(6)(i) relating to "Limit on Incentive Options".
(iii) Notwithstanding anything herein to the
contrary, except as provided in subsection (g) of this
Section, no Optionee who was, at the time of the grant of an
option, an employee of the Corporation or a Subsidiary, may
exercise such option or any part thereof unless at the time
of such exercise he shall be employed by the Corporation or
a Subsidiary and shall have been so employed continuously
since the date of grant of such option, excepting leaves of
absence approved by the Committee; provided that the option
agreement may provide that such an Optionee may exercise his
option, to the extent exercisable on the date of termination
of such continuous employment, during the three (3) month
period, ending at the close of business on the day three (3)
months following the termination of such continuous employ
ment unless such option shall have already expired by its
term.
(iv) An option shall be exercised in accordance
with the related stock option agreement by serving written
notice of exercise on the Corporation accompanied by full
payment of the purchase price in cash. As determined by the
Committee, in its discretion, at (or, in the case of Non-
Statutory Options, at or after) the time of grant, payment
in full or in part may also be made by delivery of (i)
irrevocable instructions to a broker to deliver promptly to
the Corporation the amount of sale or loan proceeds to pay
the exercise price, or (ii) previously owned shares of Stock
not then subject to restrictions under any Corporation plan
(but which may include shares the disposition of which con
stitutes a disqualifying disposition for purposes of
obtaining incentive stock option treatment for federal tax
purposes). For purposes of subsection (ii) above, such
surrendered shares shall be valued at Fair Market Value on
the date of exercise.
(f) Nontransferability. No option granted under the
Plan shall be transferable by the Optionee otherwise than by will
or by the laws of descent and distribution, and such option shall
be exercisable, during his lifetime, only by him.
(g) Death or Disability of Optionee. In the event of
the death or disability of an Optionee while in the employ of the
Corporation or a Subsidiary or while serving as a director of the
Corporation, his stock option or the unexercised portion thereof
may be exercised within the period of one (1) year succeeding his
death or disability, but in no event later than (i) ten (10)
years (five (5) years in the case of a Principal Shareholder)
from the date the option was granted in the case of an Incentive
Stock Option, and (ii) ten (10) years and one (1) day in the case
of a Non-Statutory Option, by the person or persons designated in
the Optionee's will for that purpose or in the absence of any
such designation, by the legal representative of his estate, or
by the legal representative of the Optionee, as the case may be.
Notwithstanding anything herein to the contrary and in the
absence of any contrary provision by the Committee, during the
one-year period following termination of employment or cessation
as a director by reason of death or disability, an Optionee's
stock option shall continue to vest in accordance with its terms
and be and become exercisable as if employment or service as a
director had not ceased.
(h) Shareholder Rights. No Optionee shall be entitled
to any rights as a shareholder with respect to any shares subject
to his option prior to the date of issuance to him of a stock
certificate representing such shares.
(i) Limit on Incentive Stock Options. The aggregate
Fair Market Value (determined at the time an option is granted)
of shares with respect to which Incentive Stock Options granted
to an employee are exercisable for the first time by such
employee during any calendar year (under all incentive stock
option plans of the Corporation and its Subsidiaries to the
extent required under the Code) shall not exceed $100,000.
(j) Notification of Disqualifying Disposition.
Participants granted Incentive Stock Options shall undertake, in
the Incentive Stock Option agreements, as a precondition to the
granting of such option by the Corporation, to promptly notify
the Corporation in the event of a disqualifying disposition
(within the meaning of the Code) of any shares acquired pursuant
to such Incentive Stock Option agreement and provide the
Corporation with all relevant information related thereto.
7. Stock Appreciation Rights; Discretionary Payments.
(a) Nature of Stock Appreciation Right. A Stock
Appreciation Right is an Award entitling the Participant to
receive an amount in cash or shares of Stock (or forms of payment
permitted under Section 7(d) hereof) or a combination thereof, as
determined by the Committee at the time of grant, having a value
equal to (or if the Committee shall so determine at time of
grant, less than) the excess of the Fair Market Value of a share
of Stock on the date of exercise over the Fair Market Value of a
share of Stock on the date of grant (or over the option exercise
price, if the Stock Appreciation Right was granted in tandem with
a stock option) multiplied by the number of shares with respect
to which the Stock Appreciation Right shall have been exercised.
(b) Grant and Exercise of Stock Appreciation Rights.
(i) Stock Appreciation Rights may be granted in
tandem with, or independently of, any stock option granted
under the Plan. In the case of a Stock Appreciation Right
granted in tandem with a Non-Statutory Option, such Right
may be granted either at or after the time of grant of such
option. In the case of a Stock Appreciation Right granted
in tandem with an Incentive Stock Option such Right may be
granted only at the time of the grant of such option. A
Stock Appreciation Right or applicable portion thereof
granted in tandem with a given stock option shall terminate
and no longer be exercisable upon the termination or exer
cise of the related stock option, except that a Stock
Appreciation Right granted with respect to less than the
full number of shares covered by a related stock option
shall not be reduced until the exercise or termination of
the related stock option exceeds the number of shares not
covered by the Stock Appreciation Right.
(ii) Each Stock Appreciation Right granted under
the Plan shall become exercisable on such date or dates and
in such amount or amounts as the Committee shall determine;
provided, however, that any Stock Appreciation Right granted
in tandem with a stock option shall be exercisable in rela
tive proportion to and to the extent that such related stock
option is exercisable; provided further, however, that, not
withstanding anything herein to the contrary, any Stock
Appreciation Right granted in tandem with a Non-Statutory
Option which has a purchase price at the date of grant of
less than Fair Market Value shall not be exercisable at all
until at least one (1) year after the date of grant of such
option. Except as provided in the immediately preceding sen
tence, in the absence of any other provision by the
Committee, each Stock Appreciation Right granted under the
Plan shall be exercisable with respect to not more than
twenty percent (20%) of such shares subject thereto after
the expiration of one (1) year following the date of its
grant, and shall be exercisable as to an additional twenty
percent (20%) of such shares after the expiration of each of
the succeeding four (4) years, on a cumulative basis, so
that such Right, or any unexercised portion thereof, shall
be fully exercisable after a period of five (5) years fol
lowing the date of its grant. The Committee, in its sole
discretion, may, from time to time and at any time, accel
erate the vesting provisions of any outstanding Stock
Appreciation Right.
(iii) Notwithstanding anything herein to the con
trary, except as provided in subsections (c)(v) and (c)(vi)
of this Section, no Participant who was, at the time of the
grant of a Stock Appreciation Right, an employee of the
Corporation or a Subsidiary, may exercise such Right or any
part thereof unless at the time of such exercise, he shall
be employed by the Corporation or a Subsidiary and shall
have been so employed continuously since the date of grant
of such Right, excepting leaves of absence approved by the
Committee; provided that the Stock Appreciation Right
agreement may provide that such a Participant may exercise
his Stock Appreciation Right, to the extent exercisable on
the date of termination of such continuous employment,
during the three (3) month period ending at the close of
business on the day three (3) months following the cessation
of such continuous employment, unless such Right shall have
already expired by its terms.
(iv) Notwithstanding anything herein to the con
trary, except as provided in subsections (c)(v) and (c)(vi)
of this Section, no Non-Employee Director Participant may
exercise a Stock Appreciation Right or part thereof unless
at the time of such exercise he shall be a director of the
Corporation and shall have been a director of the Corpora
tion continuously since the date of grant of such Right
excepting leaves of absence approved by the Committee;
provided that the Stock Appreciation Right agreement may pro
vide that such Participant may exercise his Stock Appreci
ation Right, to the extent exercisable on the date he ceased
to be a director of the Corporation, during the three (3)
month period ending at the close of business on the day
three (3) months following the cessation of such continuous
service as a director unless such Right shall already have
expired by its terms.
(v) A Stock Appreciation Right shall be exercised
in accordance with the related Stock Appreciation Right
Agreement by serving written notice of exercise on the
Corporation.
(c) Terms and Conditions of Stock Appreciation Rights.
Stock Appreciation Rights shall be subject to such terms and
conditions as shall be determined from time to time by the
Committee, subject to the following:
(i) Stock Appreciation Rights granted in tandem
with stock options shall be exercisable only at such time or
times and to the extent that the related stock options shall
be exercisable;
(ii) Upon the exercise of a Stock Appreciation
Right, the applicable portion of any related stock option
shall be surrendered.
(iii) Stock Appreciation Rights granted in tandem
with a stock option shall be transferable only with such
option. Stock Appreciation Rights shall not be transferable
otherwise than by will or the laws of descent and distribu
tion. All Stock Appreciation Rights shall be exercisable
during the Participant's lifetime only by the Participant or
the Participant's legal representative.
(iv) A Stock Appreciation Right granted in tandem
with a stock option may be exercised only when the then Fair
Market Value of the Stock subject to the stock option
exceeds the exercise price of such option. A Stock Appreci
ation Right not granted in tandem with a stock option may be
exercised only when the then Fair Market Value of the Stock
exceeds the Fair Market Value of the Stock on the date of
grant of such Right.
(v) Each Stock Appreciation Right shall have a
term not in excess of ten (10) years from the date on which
it is granted (ten (10) years and one (1) day in the case of
a Stock Appreciation Right granted in tandem with a Non-
Statutory Option); provided that any Stock Appreciation
Right granted to (aa) an employee of the Corporation or a
Subsidiary shall terminate not later than the close of
business on the day three (3) months following the date such
Participant ceases to be employed by the Corporation or a
Subsidiary, excepting leaves of absences approved by the
Committee, and (bb) a Non-Employee Director Participant
shall terminate not later than the close of business on the
day three (3) months following the date such Participant
ceases to be a director of the Corporation, unless a longer
period is provided under subsection (c)(vi) below in the
event of death or disability of a Participant. Such a
Participant's Stock Appreciation Right shall be exercisable,
if at all, during such three (3) month period only to the
extent exercisable on the date his employment terminates or
the date he ceases to be a director, as the case may be.
(vi) In the event of the death or disability of a
Participant while in the employ of the Corporation or a Sub
sidiary or while serving as a director of the Corporation,
his Stock Appreciation Right or the unexercised portion
thereof may be exercised within the period of one (1) year
succeeding his death or disability, but in no event later
than (i) ten (10) years from the date on which it was
granted (ten (10) years and one (1) day in the case of a Non-
Statutory Option), by the person or persons designated in
the Participant's will for that purpose or in the absence of
any such designation, by the legal representative of his
estate, or by the legal representative of the Participant,
as the case may be. Notwithstanding anything herein to the
contrary and in the absence of any contrary provision by the
Committee, during the one-year period following termination
of employment or cessation as a director by reason of death
or disability, a Participant's Stock Appreciation Right
shall continue to vest in accordance with its terms and be
and become exercisable as if employment or service as a
director had not ceased.
(d) Discretionary Payments. Upon the written request
of an Optionee whose stock option is not accompanied by a Stock
Appreciation Right, the Committee may, in its discretion, cancel
such option if the Fair Market Value of the shares subject to the
option at the exercise date exceeds the exercise price thereof;
in that event, the Corporation shall pay to the Optionee an
amount equal to the difference between the Fair Market Value of
the shares subject to the cancelled option (determined as of the
date the option is cancelled) and the exercise price. Such pay
ment shall be by check or in Stock having a Fair Market Value
(determined on the date the payment is to be made) equal to the
amount of such payments or any combination thereof, as determined
by the Committee.
8. Restricted Stock.
(a) Nature of Restricted Stock Award. A Restricted
Stock Award is an Award entitling the Participant to receive
shares of Stock, subject to such conditions, including a Corpora
tion right during a specified period or periods to require for
feiture of such shares upon the Participant's termination of
employment with the Corporation or a Subsidiary or cessation as a
director of the Corporation, as the case may be, as the Committee
may determine at the time of grant. The Committee, in its sole
discretion, may, from time to time and at any time, waive any or
all restrictions and/or conditions contained in the Restricted
Stock Award agreement. Notwithstanding anything herein to the
contrary, the Committee, in its discretion, may grant Restricted
Stock without any restrictions or conditions whatsoever.
Restricted Stock shall be granted in respect of past services or
other valid consideration.
(b) Award Agreement. A Participant who is granted a
Restricted Stock Award shall have no rights with respect to such
Award unless the Participant shall have accepted the Award within
60 days (or such shorter date as the Committee may specify)
following the Award date by executing and delivering to the
Corporation a Restricted Stock Award Agreement in such form as
the Committee shall determine.
(c) Rights as a Shareholder. Upon complying with para
graph (b) above, a Participant shall have all the rights of a
shareholder with respect to the Restricted Stock including voting
and dividend rights, subject to nontransferability and Corpora
tion forfeiture rights described in this Section 8 and subject to
any other conditions contained in the Award agreement. Unless
the Committee shall otherwise determine, certificates evidencing
shares of Restricted Stock shall remain in the possession of the
Corporation until such shares are free of any restrictions under
the Plan. The Committee in its discretion may, as a precondition
of the Corporation's obligation to issue a Restricted Stock
Award, require the Participant to execute a stock power or powers
or other agreement or instruments necessary or advisable in con
nection with the Corporation's forfeiture rights with respect to
such shares.
(d) Restrictions. Shares of Restricted Stock may not
be sold, assigned, transferred or otherwise disposed of or
pledged or otherwise encumbered. In the event of termination of
employment of the Participant with the Corporation or a Sub
sidiary for any reason, or cessation as a director of the
Corporation in the case of a Non-Employee Director Participant,
such shares shall be forfeited to the Corporation, except as set
forth below:
(i) The Committee at the time of grant shall
specify the date or dates (which may depend upon or be
related to the attainment of performance goals and other
conditions) on which the nontransferability of the
Restricted Stock and the Corporation's forfeiture rights
with respect thereto shall lapse. The Committee at any time
may accelerate such date or dates and otherwise waive or,
subject to Section 12(b), amend any conditions of the Award.
(ii) Except as may otherwise be provided in the
Award agreement, in the event of termination of a Partici
pant with the Corporation or a Subsidiary for any reason or
cessation as a director of the Corporation for any reason,
all of the Participant's Restricted Stock shall be forfeited
to the Corporation without the necessity of any further act
by the Corporation, the Participant or the Participant's
legal representative; provided, however, that in the event
of termination of employment or cessation of service as a
director of the Corporation by reason of death or dis
ability, all conditions and restrictions relating to a
Restricted Stock Award held by such a Participant shall
thereupon be waived and shall lapse.
(iii) In the absence of any other provision by the
Committee, each Restricted Stock Award granted to (A) an
employee of the Corporation or a Subsidiary shall be subject
to forfeiture to the Corporation conditioned on the
Participant's continued employment and (B) Non-Employee
Director Participants shall be subject to forfeiture to the
Corporation conditioned on the Participant's continued ser
vice as a director of the Corporation, and in the case of
clause (A) or (B), such forfeiture rights shall lapse as
follows: with respect to twenty percent (20%) of the shares
subject to the Restricted Stock Award on the date one year
following the date of grant, and with respect to an addi
tional twenty percent (20%) of such shares after the expira
tion of each of the succeeding four (4) years thereafter, on
a cumulative basis, so that such Restricted Stock shall be
free of such risk of forfeiture on the date five (5) years
following the date of its grant.
(e) Waiver, Deferral, and Investment of Dividends.
The Restricted Stock Award agreement may require or permit the
immediate payment, waiver, deferral or investment of dividends
paid with respect to the Restricted Stock.
9. The Committee.
(a) Administration. The Committee shall be a com
mittee of not less than three (3) members of the Board.
Vacancies occurring in membership of the Committee shall be
filled by the Board. The Committee shall keep minutes of its
meetings. One or more members of the Committee may participate
in a meeting of the Committee by means of conference telephone or
similar communications equipment provided all persons
participating in the meeting can hear one another. Two members
of the Committee shall constitute a quorum, and the acts of two
or more members present at or so participating in any meeting at
which a quorum is constituted shall be the acts of the Committee.
The Committee may act without meeting by unanimous written
consent. At any time when the Board shall not have designated a
committee to administer the Plan, the full Board shall constitute
the Committee.
(b) Authority of Committee. Subject to the provisions
of the Plan, the Committee shall have full and final authority to
determine the persons to whom Awards shall be granted, the number
of shares to be subject to each Award, the term of the Award, the
vesting provisions of the Award, if any, restrictions on the
Award, if any, and the price at which the shares subject thereto
may be purchased. The Committee is empowered, in its discretion,
to modify, extend or renew any Award theretofore granted and
adopt such rules and regulations and take such other action as it
shall deem necessary or proper for the administration of the
Plan. The Committee shall have full power and authority to con
strue, interpret and administer the Plan, and the decisions of
the Committee shall be final and binding upon all interested
parties.
10. Adjustments. Any limitations, restrictions or other
provisions of this Plan to the contrary notwithstanding, each
Award agreement shall make such provision, if any, as the
Committee may deem appropriate for the adjustment of the terms
and provisions thereof (including, without limitation, terms and
provisions relating to the exercise price and the number and
class of shares subject to the Award) in the event of any merger,
consolidation, reorganization, recapitalization, stock dividend,
divisive reorganization, issuance of rights, combination or split-
up or exchange of shares, or the like. In the event of any
merger consolidation, reorganization, recapitalization, stock
dividend, divisive reorganization, issuance of rights, combina
tion or split-up or exchange of shares, or the like, the
Committee shall make an appropriate adjustment in the number of
shares authorized to be issued pursuant to the Plan.
11. Amendment to and Termination of the Plan. The Board
may from time to time amend the Plan in such way as it shall deem
advisable provided the Board may not extend the expiration date
of the Plan, change the class of Eligible Persons, increase the
maximum Award term, decrease the minimum exercise price or
increase the total number of authorized shares (except in
accordance with Section 10 hereof) for which Awards may be
granted. The Board, in its discretion, may at any time terminate
the Plan prior to its expiration in accordance with Section 4
hereof. No amendment to or termination of the Plan shall in any
way adversely affect Awards then outstanding hereunder.
12. General Provisions.
(a) Other Compensation Arrangements; No Right to
Receive Awards; No Employment or Other Rights. Nothing contained
in this Plan shall prevent the Board from adopting other or addi
tional capital stock based compensation arrangements, subject to
stockholder approval if such approval is required, and such
arrangements may be either generally applicable or applicable
only in specific cases. No Eligible Person shall have any right
to receive Awards except as the Committee may determine. The
Plan does not confer upon any employee any right to continued
employment with the Corporation or a Subsidiary or upon any
director or officer of the Corporation any right to continued
service as a director or officer of the Corporation, nor does it
interfere in any way with the right of the Corporation or a
Subsidiary to terminate the employment of any of its employees or
for the Corporation to remove a director or officer with or
without cause at any time.
(b) Status of Plan. Until shares pursuant to an Award
or exercise thereof are actually delivered to a Participant, a
Participant shall have no rights to or with respect to such
shares greater than those of a general creditor of the
Corporation unless the Committee shall otherwise expressly
determine in connection with any Award or Awards.
(c) Tax Withholding, Etc. Any obligation of the
Corporation to issue shares pursuant to the grant or exercise of
any Award shall be conditioned on the Participant having paid or
made provision for payment of all applicable tax withholding obli
gations, if any, satisfactory to the Committee. The Corporation
and its Subsidiaries shall, to the extent permitted by law, have
the right to deduct any such taxes from any payment of any kind
otherwise due to the Participant.
(d) Restrictions on Transfers of Shares. The
Corporation is not required to cause all shares acquired or
received by Participants to be registered under the Securities
Act of 1933 or the Securities Act of 1934 or the securities laws
of any State. Accordingly, the shares acquired or received may
be "restricted securities" as defined in Rule 144 under said
Securities Act of 1933 or other rule or regulation of the
Securities and Exchange Commission. Any certificate evidencing
any such shares may bear a legend restricting the transfer of
such shares, and the recipient may be required to assert that the
shares are being acquired for his own account and not with a view
to the distribution thereof as a condition to the granting or
exercise of an Award.
(e) Issuance of Shares. Any obligation of the
Corporation to issue shares pursuant to the grant or exercise of
any Award shall be conditioned on the Corporation's ability at
nominal expense to issue such shares in compliance with all
applicable statutes, rules or regulations of any governmental
authority. The Participant shall provide the Corporation with
any assurances or agreements which the Committee, in its sole
discretion, shall deem necessary or advisable in order that the
issuance of such shares shall comply with any such statutes,
rules or regulations.
(f) Date of Grant. The date on which each Award under
the Plan shall be considered as having been granted shall be the
date on which the award is authorized by the Committee, unless a
later date is specified by the Committee; provided, however, in
the case of options intended to qualify as Incentive Stock
Options, the date of grant shall be determined in accordance with
the Code.
May 13, 1997
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Accent Color Sciences, Inc. 1995 Stock Incentive Plan
Post-effective Amendment No. 1 to Form S-8 (File No. 333-29407)
Ladies and Gentlemen:
We have acted as counsel to Accent Color Sciences, Inc., a
Connecticut corporation (the "Company"), in connection with the
preparation and filing of the above-captioned Registration
Statement on Form S-8 (the "Registration Statement") registering
an additional 500,000 shares of common stock, no par value per
share ("Common Stock"), of the Company for issuance from time-to-
time under the Accent Color Sciences, Inc. 1995 Stock Incentive
Plan (the "Plan"). The Company has asked us to furnish you with
our opinion as to the matters hereinafter set forth in support of
the Registration Statement.
In rendering this opinion, we have reviewed originals or
copies, certified or otherwise authenticated to our satisfaction,
of the Restated Certificate of Incorporation, Bylaws, and other
records of the corporate proceedings of the Company and such
other documents, including the Plan, as we have deemed necessary.
As to various questions of fact material to our opinion, we have
relied upon statements of fact contained in the documents we have
examined or made to us by officers of the Company, who by reason
of their positions would be expected to have knowledge of such
facts. In addition, we have reviewed such provisions of law and
have made such other and further investigations as we have deemed
necessary in order to express the opinions hereinafter set forth.
Based upon and subject to the foregoing, we are of the
opinion that, upon the effectiveness of the Registration
Statement, the 500,000 additional shares of Common Stock which
may be issued and sold from time-to-time by the Company pursuant
to the Plan as described in the Registration Statement and the
Prospectus comprising a part thereof will be, when issued in
accordance with the Plan, validly issued, fully paid and
nonassessable shares of Common Stock.
We hereby consent to the filing of this opinion as an
exhibit to the Registration Statement.
Very truly yours,
MURTHA, CULLINA, RICHTER and PINNEY, LLP
By: /s/ Willard F. Pinney, Jr.
Willard F. Pinney, Jr.
A Partner
CONSENT OF INDEPENDENT ACOUNTANTS
We hereby consent to the incorporation by reference in the
Registration Statement of Post-Effective Amendment No. 1 to
Form S-8 (No. 333-29407) of Accent Color Sciences, Inc. of
our report dated March 12, 1998 appearing on page 14 of
Accent Color Sciences, Inc.'s Annual Report on Form 10-K for
the year ended December 31, 1997.
/s/ Price Waterhouse LLP
Hartford, Connecticut
May 12, 1998
