<PAGE>
As filed with the Securities and Exchange Commission on March 10, 1997.
Registration No. 333-
===============================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
--------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
--------------------
MOUNTBATTEN, INC.
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(Exact name of registrant as specified in its charter)
Pennsylvania 23-2633708
------------ ----------
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
Thirty Three Rock Hill Road
Bala Cynwyd, Pennsylvania 19004
------------------------- -------
(Address of Principal Executive Offices) (Zip Code)
--------------------
MOUNTBATTEN, INC.
1995 EQUITY INCENTIVE PLAN FOR OUTSIDE DIRECTORS
------------------------------------------------
(Full title of the plan)
--------------------
Kenneth L. Brier, President
Mountbatten, Inc.
Thirty Three Rock Hill Road
Bala Cynwyd, Pennsylvania 19004
---------------------------------------
(Name and address of agent for service)
(610) 664-2259
---------------------------------------
(Telephone number, including area code,
of agent for service)
--------------------
Copy to:
John W. Kauffman, Esquire
Duane, Morris & Heckscher
One Liberty Place
Philadelphia, PA 19103-7396
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
<S> <C> <C> <C> <C>
=======================================================================================================================
Proposed Proposed
Title of securities Amount to be maximum offering maximum aggregate Amount of
to be registered registered(1) price per share(2) offering price(2) registration fee
- -----------------------------------------------------------------------------------------------------------------------
Common Stock, 50,000 shares $8.00 $400,000 $122
par value $.001
========================================================================================================================
</TABLE>
(1) In addition, pursuant to Rule 416(c) under the Securities Act of 1933,
this registration statement also covers an indeterminate amount of
interests to be offered or sold pursuant to the Mountbatten, Inc. 1995
Equity Incentive Plan for Outside Directors.
(2) Estimated solely for the purpose of calculating the registration fee based
on the average of the high and low sales prices of the Common Stock of the
Company on the Nasdaq Stock Market on March 4, 1997, or $8.00 per share.
<PAGE>
PART II
INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 1. Incorporation of Documents by Reference.
The following material is incorporated herein by reference:
(a) The Annual Report on Form 10-KSB of Mountbatten, Inc. (the "Company")
for the year ended December 31, 1995 as filed by the Company with the Securities
and Exchange Commission (the "Commission").
(b) The Quarterly Report on Form 10-QSB of the Company for the quarter
ended March 31, 1996 as filed by the Company with the Commission.
(c) The Quarterly Report on Form 10-QSB of the Company for the quarter
ended June 30, 1996 as filed by the Company with the Commission.
(d) The Quarterly Report on Form 10-QSB of the Company for the quarter
ended September 30, 1996 as filed by the Company with the Commission.
(e) The description of the Company's Common Stock set forth in the
Company's Registration Statement No. 33-78336 on Form SB-2, declared effective
with the Commission under the Securities Act of 1933, as amended, (the "Act") on
September 1, 1994, under the caption "Descrip tion of Securities," which is
incorporated by reference in response to Item 1 of the Company's Registration
Statement No. 0-24638 on Form 8-A declared effective with the Commission on
September 1, 1994 pursuant to Section 12(g) of the Securities Exchange Act of
1934, as amended, (the "Exchange Act").
All reports or other documents filed pursuant to Sections 13, 14 and 15(d)
of the Exchange Act subsequent to the date of this Registration Statement, in
each case filed by the Company prior to the filing of a post-effective amendment
that indicates that all securities offered have been sold or that deregisters
all securities then remaining unsold, shall be deemed to be incorporated by
reference in this Registration Statement and to be a part hereof from the date
of filing of such reports and documents. Any statement contained in a document
incorporated or deemed to be incorporated herein by reference shall be deemed to
be modified or superseded for the purposes of this Registration Statement to the
extent that a statement contained herein or in any other subsequently filed
document, which also is or is deemed to be incorporated herein by reference,
modifies or supersedes such statement. Any statement so modified or superseded
shall not be deemed, except as so modified or superseded, to constitute a part
of this Registration Statement.
II-1
<PAGE>
Item 2. Description of Securities.
No answer to this item is required because the class of securities to be
offered is registered under Section 12 of the Exchange Act.
Item 3. Interests of Named Experts and Counsel.
The consolidated financial statements and schedules of the Company as of
December 31, 1995 and for each of the years in the two-year period ended
December 31, 1995 have been incorporated by reference herein and in this
Registration Statement in reliance upon the reports of Price Waterhouse LLP,
independent accountants, incorporated by reference herein, and upon the
authority of said firm as experts in accounting and auditing.
The validity of the issuance of the shares of Common Stock registered
hereby will be passed upon for the Company by Duane, Morris & Heckscher,
Philadelphia, Pennsylvania.
Item 4. Indemnification of Directors and Officers.
As permitted by the provisions for indemnification of directors and
officers in the Pennsylva nia Business Corporation Law (the "BCL"), which
applies to the Company, the Company's Bylaws provide for indemnification of
directors and officers for all expense, liability and loss (including without
limitation attorney's fees, judgments, fines, taxes, penalties and amounts paid
in settlement) reasonably incurred or suffered by such person in any threatened,
pending or completed action, suit or proceeding (including without limitation an
action, suit or proceeding by or in the right of the Company), whether civil,
criminal, administrative, investigative, or through arbitration, unless the act
or failure to act giving rise to the claim for indemnification is determined by
a court to have constituted willful misconduct or recklessness. The right to
indemnification provided in the Company's Bylaws includes the right to have the
expenses incurred by such person in defending any proceeding paid by the Company
in advance of the final disposition of the proceeding to the fullest extent
permitted by Pennsylvania law; provided that, if Pennsylvania law continues so
to require, the payment of such expenses incurred by such person in advance of
the final disposition of a proceeding may be made only upon delivery to the
Company of an undertaking, by or on behalf of such person, to repay all amounts
so advanced without interest if it is ultimately determined that such person is
not entitled to be indemnified under the Company's Bylaws or otherwise.
Indemnification under such provisions continues as to a person who has ceased to
be a director or officer of the Company and inures to the benefit of his or her
heirs, executors and administrators. The Bylaws for the Company also avail
directors of the Pennsylvania law limiting directors' liability for monetary
damages for any action taken or any failure to take any action to those cases
where they have breached their fiduciary duty under the BCL and such breach
constitutes self-dealing, willful misconduct or recklessness, provided, however,
that this limitation does not apply to the responsibilities or liabilities of a
director pursuant to any criminal statute, or to the liabilities of a director
for payment of taxes pursuant to local, Pennsylvania or federal law.
II-2
<PAGE>
Item 5. Exemption from Registration Claimed.
No answer to this item is required because no restricted securities are to
be reoffered or resold pursuant to this Registration Statement.
Item 6. Exhibits.
(4) Mountbatten, Inc. 1995 Equity Incentive Plan for Outside Directors.
(5) Opinion of Duane, Morris & Heckscher.
(23)(A) Consent of Duane, Morris & Heckscher (included in their opinion
filed as Exhibit 5).
(23)(B) Consent of Price Waterhouse LLP.
(24) Power of Attorney (see page II-5 of this Registration Statement).
Item 7. Undertakings.
The registrant hereby undertakes:
(a) to file, during any period in which offers or sales are being made, a
post-effective amendment to this Registration Statement to include any material
information with respect to the plan of distribution not previously disclosed in
the Registration Statement or any material change to such information in the
Registration Statement;
(b) that for the purpose of determining any liability under the Act, each
such post-effective amendment shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offer thereof; and
(c) to remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of the
offering.
The undersigned registrant hereby further undertakes that, for purposes of
determining any liability under the Act, each filing of the registrant's annual
report pursuant to section 13(a) or section 15(d) of the Exchange Act (and,
where applicable, each filing of an employee benefit plan's annual report
pursuant to section 15(d) of the Exchange Act) that is incorporated by reference
in the registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
II-3
<PAGE>
The undersigned registrant hereby further undertakes that, insofar as
indemnification for liabilities arising under the Act may be permitted to
directors, officers and controlling persons of the registrant, the registrant
has been advised that in the opinion of the Commission such indemnification is
against public policy as expressed in the Act and is, therefore, unenforceable.
In the event that a claim for indemnification against such liabilities (other
than the payment by the registrant of expenses incurred or paid by a director,
officer or controlling person of the registrant in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the registrant will,
unless in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.
II-4
<PAGE>
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 Registration
Statement to be signed on its behalf by the undersigned, thereunto duly autho
rized, in Bala Cynwyd, Pennsylvania on March 10, 1997.
MOUNTBATTEN, INC.
By:/s/ Kenneth L. Brier
-----------------------
Kenneth L. Brier, President
Know all men by these presents, that each person whose signature
appears below constitutes and appoints Kenneth L. Brier and Joel D. Cooperman,
and each or either of them, as such person's true and lawful attorneys-in-fact
and agents, with full power of substitution, for such person, and in such
person's name, place and stead, in any and all capacities to sign any or all
amendments or post-effective amend ments 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, granting unto said
attorneys-in-fact and agents full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as such person might or could do
in person, hereby ratifying and confirming all that said attorneys-in-fact and
agents, or any of them or their substitutes, may lawfully do or cause to be done
by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed below by the following persons in
the capacities and on the date indicated.
<TABLE>
<CAPTION>
<S> <C> <C>
Signature Title Date
- --------- ----- ----
/s/ Kenneth L. Brier President, Chief Executive February 10, 1997
- ----------------------------------
Kenneth L. Brier Officer and a Director (prin
cipal executive officer)
/s/ Ted A. Drauschak Executive Vice President, February 10, 1997
- ----------------------------------
Ted A. Drauschak Secretary and a Director
/s/ Joel D. Cooperman Vice President, Finance, February 10, 1997
- ----------------------------------
Joel D. Cooperman Treasurer and Chief Finan
cial Officer (principal finan
cial and accounting officer)
/s/ J. Michael Adams Director February 11, 1997
- ----------------------------------
J. Michael Adams
/s/ Thomas P. Garry Director February 10, 1997
- ----------------------------------
Thomas P. Garry
II-5
</TABLE>
<PAGE>
EXHIBIT INDEX
(Pursuant to Item 601 of Regulation S-K)
Exhibit No. Exhibit Reference
(4) Mountbatten, Inc. 1995 Equity Incentive Plan Filed herewith
for Outside Directors
(5) Opinion of Duane, Morris & Heckscher. Filed herewith
(23)(A) Consent of Duane, Morris & Heckscher (included
in their opinion filed as Exhibit 5).
(23)(B) Consent of Price Waterhouse LLP. Filed herewith
(24) Power of Attorney (see Page II-5 of this
Registration Statement).
<PAGE>
EXHIBIT (4)
MOUNTBATTEN, INC.
1995 EQUITY INCENTIVE PLAN
FOR OUTSIDE DIRECTORS
MOUNTBATTEN, INC., a corporation organized under the laws of the
Commonwealth of Pennsylvania, hereby sets forth the 1995 Equity Incentive Plan
for Outside Directors. The Plan provides for the grant of nonqualified stock
options to Outside Directors. The Plan shall become effective upon the approval
of the Plan by shareholders of the Company in accordance with Section 5(d).
1. Definitions. Whenever the following terms are used in the Plan they
shall have the meanings specified below unless the context clearly indicates to
the contrary:
"Board" shall mean the Board of Directors of the Company.
"Change in Control" shall mean a change in the power to direct or cause
the direction of the management and policies of the Company arising from (1) any
"person" or "group" (as such terms are used in Sections 13(d)(3) and 14(d) of
the Exchange Act), becoming the "beneficial owner" (as defined in Rule 13d-3
under the Exchange Act), directly or indirectly, of securities of the Company
representing 30% or more of the combined voting power of the Company's then
outstanding securities, other than a person or group who, as of the date of the
adoption of this Plan by the Board of Directors of the Company, is known by the
Company to be the beneficial owner, directly or indirectly, of securities of the
Company representing 10% or more of the combined voting power of the Company's
outstanding securities, or (2) more than 50% of the assets of the Company being
disposed of by the Company pursuant to a partial or complete liquidation of the
Company, a sale of assets (including stock of a subsidiary or subsidiaries) of
the Company or otherwise.
"Code" shall mean the Internal Revenue Code of 1986, as amended.
Reference to a specific section of the Code shall include such section, any
valid regulation promulgated thereunder and any comparable provision of any
future legislation amending, supplementing or superseding such section.
"Common Stock" shall mean the Common Stock, $.001 par value, of the
Company.
"Company" shall mean Mountbatten, Inc., a Pennsylvania corporation.
"Director" shall mean a member of the Board or a member of the Board of
Directors of the Surety Company.
"Exchange Act" shall mean the Securities Exchange Act of 1934, as
amended.
<PAGE>
"Fair Market Value" shall mean the last sales price of the Company's
Common Stock quoted in the automated quotation system of the National
Association of Securities Dealers, Inc. ("Nasdaq") for the date in question, as
published in The Wall Street Journal. If no such sale prices are quoted by
Nasdaq for such date, the next preceding date for which such sale prices are
quoted shall be used.
"Option" shall mean an option granted under the provisions of Section 4
of the Plan to purchase Common Stock of the Company.
"Optionee" shall mean an Outside Director to whom an Option is granted.
"Outside Director" shall mean a Director who, at the time he becomes a
Director, is not also an employee of the Company or the Surety Company or any
affiliate of the Company or the Surety Company.
"Plan" shall mean this 1995 Equity Incentive Plan for Outside
Directors.
"Secretary" shall mean the Corporate Secretary or an Assistant
Secretary of the Company.
"Subsidiary" shall mean any corporation in an unbroken chain of
corporations beginning with the Company if each of the corporations other than
the last corporation in the unbroken chain then owns stock possessing 50% or
more of the total combined voting power of all classes of stock in one of the
other corporations in such chain.
"Surety Company" shall mean The Mountbatten Surety Company, Inc., a
Pennsylvania insurance company.
"Termination of Service" shall mean a cessation of an Outside
Director's service as a member of the Board or the Board of Directors of the
Surety Company, whether as a result of resignation, failure to be reelected,
removal for cause, death or any other reason.
"Total Disability" shall mean a permanent and total disability as
determined in accordance with Section 72(m)(7) of the Code.
2. Administration.
(a) Administration by the Board. The Plan shall be administered by the
Board.
(b) Duty and Power of Board Under the Plan. It shall be the duty of the
Board to conduct the general administration of the Plan in accordance with its
provisions. The Board shall have the power to interpret the Plan and the Options
and to adopt rules for the administration, interpretation and application of the
Plan as are consistent therewith and to interpret, amend or revoke any such
rules. The Board shall not have any discretion to determine who will be granted
Options or to determine the number of Options to be granted to any Outside
Director, the timing of such grant or the exercise price of any Option.
<PAGE>
(c) Board Actions. The Board may act either by vote of a majority of
its members present at a meeting of the Board at which a quorum is present or by
a memorandum or other written instrument signed by all members of the Board.
(d) Compensation; Professional Assistance; Good Faith Actions. Members
of the Board shall not receive any compensation for their services in
administering the Plan, but all expenses and liabilities they incur in
connection with the administration of the Plan shall be borne by the Company.
The Board may employ attorneys, consultants, accountants or other persons. The
Board, the Company and the officers and directors of the Company shall be
entitled to rely upon the advice, opinions or valuations of any such persons.
All actions taken and all interpretations and determinations made by the Board
in good faith shall be final and binding upon all Optionees, the Company and all
other interested persons. No member of the Board shall be personally liable for
any action, determination or in terpretation made in good faith with respect to
the Plan, and all members of the Board shall be fully protected and indemnified
by the Company in respect to any such action, determina tion or interpretation.
3. Shares Subject to the Plan.
(a) Limitations. The shares of stock issuable pursuant to Options shall
be shares of the Company's Common Stock. The total number of such shares that
may be subject to Options granted under the Plan shall not exceed 50,000 in the
aggregate.
(b) Effect of Unexercised or Cancelled Options. If an Option expires or
is cancelled for any reason without having been fully exercised or vested, the
number of shares subject to such Option which were not purchased or did not vest
prior to such expiration or cancellation may again be made subject to an Option
granted hereunder.
(c) Changes in the Company's Shares. In the event that the outstanding
shares of Common Stock of the Company are hereafter increased or decreased or
changed into or exchanged for a different number or kind of shares or other
securities of the Company, or of another corporation, by reason of
reorganization, merger, consolidation, recapitalization, reclassification, stock
split-up, stock dividend (either in shares of the Company's Common Stock or of
another class of the Company's stock), spin-off or combination of shares,
appropri ate adjustments shall be made by the Board in the aggregate number and
kind of shares that may be issued on exercise of Options.
4. Stock Options.
(a) Granting of Options.
(i) Eligibility. Each Outside Director shall be eligible to be
granted Options.
(ii) Granting of Options. Each Outside Director on the first
business day following the election of directors at each annual meeting of
shareholders of the Company shall, on such date, be granted an Option for the
purchase of 2,000 shares of Common Stock. Each person appointed or elected an
Outside Director after the first business day following
<PAGE>
the election of directors at each annual meeting of shareholders of the Company
but on or before December 31 of such year shall, on the business day following
the date of appointment or election to the Board or to the Board of Directors of
the Surety Company, as the case may be, be granted an Option for the purchase of
2,000 shares of Common Stock.
(iii) Form of Option. All Options granted under this Plan shall
be non-statutory options not intended to qualify under Section 422 of the Code.
(b) Terms of Options.
(i) Option Agreement. Each Option shall be evidenced by a
written stock option agreement that shall be executed by the Optionee and the
Company and that shall contain such terms and conditions as the Board determines
are required by the Plan.
(ii) Option Price. The exercise price of the shares subject to
each Option shall be 100% of the Fair Market Value for such shares on the date
the Option is granted.
(iii) Date of Grant. The date on which an Option shall be
granted shall be the date determined under Section 4(a)(ii).
(iv) Commencement of Exercisability. Except as otherwise
provided in Section 4(b)(vii), no Option may be exercised in whole or in part
during the first six months after such Option has been granted and, thereafter,
the Option shall be exercisable in full or in part at any time or from time to
time until it expires as provided in Section 4(b)(v).
(v) Expiration of Options.
(A) Each Option shall terminate on the expiration of
ten years from the date the Option was granted.
(B) Each Option, or portion thereof, which has become
exercisable may be exercised until the earlier to occur of: (1) the expiration
of such Option pursuant to Section 4(b)(v)(A), or (2) the expiration of one year
from the date of the Optionee's Termination of Service, except that, in the
event of an Optionee's removal for cause, all Options shall termi nate
immediately upon such Optionee's Termination of Service.
(vi) Adjustment in Outstanding Options. In the event that the
outstanding shares of the Common Stock of the Company are increased or decreased
or changed into or exchanged for a different number or kind of shares of the
Company, or other securities of the Company, or of another corporation, by
reason of reorganization, merger, consolidation, recapitalization,
reclassification, stock split-up, stock dividend (either in shares of the
Company's Common Stock or of another class of the Company's stock), spin-off or
combina tion of shares, the Board shall make an appropriate and equitable
adjustment in the number and kind of shares as to which all outstanding Options,
or portions thereof then unexercised, shall be exercisable, to the end that
after such event the Optionee's proportionate interest shall be maintained as
before the occurrence of such event. Such adjustment in an outstand ing Option
shall be made without change in the total price applicable to the Option or the
<PAGE>
unexercised portion of the Option (except for any change in the aggregate price
resulting from rounding-off of share quantities or prices) and with any
necessary corresponding adjustment in Option price per share. Any such
adjustment made by the Board shall be final and binding upon all Optionees, the
Company and all other interested persons.
(vii) Change in Control. In the event of a Change in Control
each outstanding Option shall become immediately exercisable, regardless of
whether the Option had otherwise become exercisable pursuant to Section
4(b)(iv).
(c) Exercise of Options.
(i) Person Eligible to Exercise. During the lifetime of the
Optionee, only he or she may exercise an Option granted to him or her or any
portion thereof. After the death of the Optionee, any exercisable portion of an
Option may be exercised by his or her personal representative or by any person
empowered to do so under the deceased Optionee's will or under the then
applicable laws of descent and distribution. The Company may require appropriate
proof from any such other person of his or her right or power to exercise the
Option or any portion thereof.
(ii) Fractional Shares. The Company shall not be required to
issue fractional shares on exercise of an Option.
(iii) Manner of Exercise. An exercisable Option, or any
exercisable portion thereof, may be exercised solely by delivery to the
Secretary or his or her office of all of the following:
(A) Notice in writing signed by the Optionee or other
person then entitled to exercise such Option or portion thereof, stating that
such Option or portion is exercised, such notice complying with all applicable
rules established by the Board;
(B) Full cash payment for the shares with respect to
which such Option or portion is thereby exercised and which are to be delivered
to him or her pursuant to such exercise; provided, at the discretion of the
Board, payment may be made in whole or in part in shares of Common Stock of the
Company, which Common Stock will be valued at its then Fair Market Value, or in
whole or in part pursuant to such other arrangement, including a simultaneous
exercise and sale arrangement, as the Board, in its absolute discretion, deter
mines; and
(C) Such representations and documents as the Board, in
its absolute discretion, deems necessary or advisable to effect compliance with
all applicable provisions of the Securities Act of 1933, as amended, and any
other federal or state securities laws or regulations. The Board may, in its
absolute discretion, also take whatever additional actions it deems appropriate
to effect such compliance including, without limitation, placing legends on
share certificates and issuing stop-transfer orders to transfer agents and
registrars.
(iv) Conditions to Issuance of Stock Certificates. The shares of
Common Stock deliverable upon exercise of an Option, or any part thereof, may be
either previously
<PAGE>
authorized but unissued shares or issued shares which have then been reacquired
by the Company. In addition to the satisfaction of the other applicable
provisions of the Plan, the Company shall not be required to issue or deliver
any certificate or certificates for shares of Common Stock purchased upon the
exercise of any Option or portion thereof prior to fulfillment of all of the
following conditions:
(A) The admission of such shares to listing on all
stock exchanges or automated quotation systems of a national securities
association on which such class of stock is then listed;
(B) The completion of any registration or other
qualification of such shares under any state or federal law or under the rulings
or regulations of the Securities and Exchange Commission or any other
governmental regulatory body which the Company shall, in its absolute
discretion, deem necessary or advisable;
(C) The obtaining of any approval or other clearance
from any state or federal governmental agency which the Company shall, in its
absolute discretion, determine to be necessary or advisable;
(D) The provision for any income tax withholding which
the Company shall, in its absolute discretion, determine to be necessary or
advisable; and
(E) The lapse of such reasonable period of time
following the exercise of the Option as the Company may determine, in its
absolute discretion, from time to time to be necessary or advisable for reasons
of administrative convenience.
(v) Rights as Shareholders. An Optionee shall not be, nor have
any of the rights of, a shareholder of the Company in respect to any shares that
may be purchased upon the exercise of any Option or portion thereof unless and
until certificates representing such shares have been issued by the Company to
such Optionee.
5. Miscellaneous Provisions.
(a) No Assignment or Transfer. No Option or interest or right therein
or part thereof, shall be liable for the debts, contracts, or engagements of the
Optionee or his or her successors in interest nor shall they be subject to
disposition by transfer, alienation, anticipa tion, pledge, encumbrance,
assignment or any other means, whether such disposition is voluntary or
involuntary or by operation of law by judgment, levy, attachment, garnishment or
any other legal or equitable proceedings (including bankruptcy), and any
attempted disposition thereof shall be null and void and of no effect; provided,
however, that nothing in this Section 5(a) shall prevent transfers by will or by
the applicable laws of descent and distribution.
(b) Amendment, Suspension or Termination of the Plan. The Plan may be
wholly or partially amended or otherwise modified, suspended or terminated at
any time or from time to time by the Board. However, without approval of the
Company's share holders given within 12 months before or after the action by the
Board, no action of the
<PAGE>
Board may, except as provided in Section 4(b)(vi), (i) materially modify the
requirements as to eligibility to participate in the Plan, increase the limits
imposed in Section 3(a) on the maximum number of shares that may be the subject
of Options granted under the Plan, (ii) amend Section 4(b)(v)(A) or (B) to
extend the period during which an Option may be exercised, (iii) materially
modify the requirements as to eligibility for participation in the Plan, or (iv)
otherwise materially increase the benefits accruing to Outside Directors under
the Plan. The provisions of the Plan relating to the amount, price and timing of
the grants of Options shall not be amended more than once in any six-month
period, other than to comport with changes in the Code. Neither the amendment,
suspension nor termination of the Plan shall, without the consent of the
Optionee, alter or impair any rights or obligations under any outstanding
Option. No Option may be granted during any period of suspension nor after
termination of the Plan.
(c) Compliance with Rule 16b-3. To the extent that Rule 16b-3 under the
Exchange Act applies to Options granted under the Plan, it is the intent of the
Company that the Plan comply in all respects with the requirements of Rule
16b-3, that any ambigu ities or inconsistencies in construction of the Plan be
interpreted to give effect to such intention and that if the Plan shall not so
comply, whether on the date of adoption or by reason of any later amendment to
or interpretation of Rule 16b-3, the provisions of the Plan shall be deemed to
be automatically amended so as to bring them into full compliance with such
rule.
(d) Shareholder Approval. Notwithstanding anything to the contrary set
forth herein, no Option may be exercised until the Plan shall have been approved
by the affirma tive vote of the holders of a majority of the shares of the
Company's outstanding Common Stock present or represented by proxy and entitled
to vote at a duly convened meeting of shareholders of the Company.
(e) Titles. Titles are provided herein for convenience only and are not
to serve as a basis for interpretation or construction of the Plan.
<PAGE>
EXHIBIT (5)
March 10, 1997
The Board of Directors of
Mountbatten, Inc.
Thirty Three Rock Hill Road
Bala Cynwyd, PA 19004
Gentlemen:
We have acted as counsel to Mountbatten, Inc. (the "Company") in
connection with the preparation and filing with the Securities and Exchange
Commission under the Securities Act of 1933, as amended, of a registration
statement on Form S-8 (the "Registration Statement") relating to the offer and
sale by the Company of up to 50,000 shares (the "Shares") of Common Stock, $.001
par value, of the Company, pursuant to the Company's 1995 Equity Incentive Plan
for Outside Directors (the "Plan").
As counsel to the Company, we have supervised all corporate proceedings
in connection with the preparation and filing of the Registration Statement. We
have also examined the Company's Articles of Incorporation and By-laws, as
amended to date, the corporate minutes and other proceedings and the records
relating to the authorization, sale and issuance of the Shares, and such other
documents and matters of law as we have deemed necessary or appropriate in order
to render this opinion.
Based upon the foregoing, it is our opinion that each of the Shares,
when issued in accordance with the terms and conditions of the Plan, will be
duly authorized, legally and validly issued and outstanding, fully paid and
nonassessable.
We hereby consent to the use of this opinion in the Registration
Statement.
Sincerely,
DUANE, MORRIS & HECKSCHER
By: /s/ Frederick W. Dreher
-----------------------
A Partner
<PAGE>
Exhibit (23)(B)
Consent of Independent Accountants
We hereby consent to the incorporation by reference in the Prospectus
constituting part of this Registra tion Statement for the Mountbatten Inc. 1996
Equity Incentive Plan For Outside Directors on Form S-8 of our report dated
March 19, 1996 appearing on page 16 of Mountbatten Inc.'s Annual Report on Form
10-KSB for the year ended December 31, 1995. We also consent to the reference to
us under the heading "Experts" in such Prospectus.
PRICE WATERHOUSE LLP
Boston, Massachusetts
March 3, 1997
