<PAGE>
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
PRI Automation, Inc.
- --------------------------------------------------------------------------------
(Exact name of issuer as specified in its charter)
Massachusetts 04-2495703
- --------------------------------------------------------------------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
805 Middlesex Turnpike, Billerica, Massachusetts 01821
- --------------------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
Nonqualified Stock Option granted by Registrant to Mark
Johnston dated October 29, 1997 Nonqualified Stock Option granted
by Registrant to Donald A. Rosenthal dated October 29, 1997
Nonqualified Stock Option granted by Registrant to
Paul Sutton dated October 29, 1997
Interval Logic Corporation 1995 Stock Option Plan
- --------------------------------------------------------------------------------
(Full titles of the plans)
Mordechai Wiesler
Chief Executive Officer
PRI Automation, Inc.
805 Middlesex Turnpike
Billerica, Massachusetts 01821
(508) 663-8555
- --------------------------------------------------------------------------------
(Name and address, including zip code, and
telephone number, including area code, of agent for service)
WITH A COPY TO:
Robert L. Birnbaum, Esquire
William R. Kolb, Esquire
Foley, Hoag & Eliot LLP
One Post Office Square
Boston, Massachusetts 02109
(617) 832-1000
- --------------------------------------------------------------------------------
CALCULATION OF REGISTRATION FEE
================================================================================
<TABLE>
<CAPTION>
Proposed
Title of Proposed Maximum
Securities Amount Maximum Aggregate Amount of
to be to be Offering Price Offering Registration
Registered Registered Per Share Price Fee
- ----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock 43,725 $39.125/(1)/ $1,710,741/(1)/ $ 518.41/(1)/
(par value $0.01) shares
- ----------------------------------------------------------------------------------------------------------------------
Common Stock 42,225 $39.125/(2)/ $1,652,053/(2)/ $ 500.63/(2)/
(par value $0.01) shares
- ----------------------------------------------------------------------------------------------------------------------
Common Stock 33,225 $39.125/(3)/ $1,299,928/(3)/ $ 393.92/(3)/
(par value $0.01) shares
- ----------------------------------------------------------------------------------------------------------------------
Common Stock 39,170 $2.63/(4)/ $ 103,017/(4)/ $ 31.22/(4)/
(par value $0.01) shares
- ---------------------------------------------------------------------------------------------------------------------
Totals 158,345 $4,765,739 $1,444.18
shares
- ---------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) For shares issuable pursuant to Nonqualified Stock Option granted by
Registrant to Mark Johnston dated October 29, 1997, outstanding at
November 24, 1997, calculated pursuant to Rule 457(h) based on the
exercise price of such option.
(2) For shares issuable pursuant to Nonqualified Stock Option granted by
Registrant to Donald A. Rosenthal dated October 29, 1997, outstanding
at November 24, 1997, calculated pursuant to Rule 457(h) based on the
exercise price of such option.
(3) For shares issuable pursuant to Nonqualified Stock Option granted by
Registrant to Paul Sutton dated October 29, 1997, outstanding at
November 24, 1997, calculated pursuant to Rule 457(h) based on the
exercise price of such option.
(4) For shares issuable pursuant to stock options under Interval Logic
Corporation 1995 Stock Option Plan, outstanding at November 24, 1997,
calculated pursuant to Rule 457(h) based on the weighted average
exercise price of such options.
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents previously filed with the Securities and Exchange
Commission (the "Commission") by PRI Automation, Inc. (the "Company") are
incorporated in this registration statement by reference:
(a) the Company's annual report, as amended, on Form 10-K for the fiscal
year ended September 30, 1996;
(b) the Company's quarterly reports on Form 10-Q for the quarters ended
December 29, 1996, March 30, 1997 and June 29, 1997;
(c) the Company's current reports on Form 8-K dated April 15, 1997 and
November 10, 1997; and
(d) the description of the Company's Common Stock contained in the
registration statement on Form 8-A filed with the Commission on October 12, 1994
under Section 12 of the Securities Exchange Act of 1934, including any amendment
or report filed for the purpose of updating such description.
All documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, prior to the
filing of a post-effective amendment which indicates that all securities offered
have been sold or which deregisters all securities then remaining unsold, shall
be deemed to be incorporated by reference in this registration statement and to
be part hereof from the date of filing of such documents.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
The validity of the shares offered hereby will be passed upon for the
Company by Foley, Hoag & Eliot LLP, Boston, Massachusetts. A member of that firm
owns beneficially 9,000 shares of the Company's Common Stock.
Item 6. Indemnification of Directors and Officers.
Article 6C of the Company's Restated Articles of Organization provides
that the Company (with certain exceptions) will indemnify and hold harmless to
the fullest extent authorized by the Massachusetts
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<PAGE>
Business Corporation Law each person who was or is made a party or is threatened
to be made a party to or is otherwise involved in any action, suit or
proceeding, whether civil, criminal, administrative, investigative or otherwise
(hereinafter a "Proceeding"), by reason of the fact that he or she is or was (a)
a director of the Company, (b) an officer of the Company elected or appointed by
the stockholders or the Board of Directors, or (c) serving, at the request of
the Company as evidenced by a vote of the Board of Directors prior to the
occurrence of the event to which the indemnification relates, as a director,
officer, employee or other agent of another corporation or of a partnership,
joint venture, trust or other enterprise, including service with respect to an
employee benefit plan (such persons described in (a), (b) and (c) are sometimes
hereinafter referred to as an "Indemnitee") against all expense, liability, and
loss reasonably incurred by any such Indemnitee in connection therewith. The
Company may also, to the extent authorized by the Board of Directors, grant
rights to indemnification, and to an advancement of expenses, to any employee or
agent of the Company. Notwithstanding the foregoing, if Massachusetts Business
Corporation Law requires, an advancement of expenses incurred by an Indemnitee
will be made only upon delivery to the Company of an undertaking, by or on
behalf of such Indemnitee, to repay all amounts so advanced if it shall
ultimately be determined by final judicial decision from which there is not
further right to appeal that such Indemnitee is not entitled to be indemnified
for such expenses.
The rights under Article 6C may not be amended or terminated so as to
adversely affect an individual's rights with respect to the period prior to such
amendment without the consent of the person entitled to the indemnification
(unless otherwise required by the Massachusetts Business Corporation Law).
Section 67 of Chapter 156B of the Massachusetts Business Corporation Law
authorizes a corporation to indemnify its directors, officers, employees and
other agents unless such person shall have been adjudicated in any proceeding
not to have acted in good faith in the reasonable belief that his action was in
the best interests of the corporation or to the extent that such matter relates
to service with respect to an employee benefit plan, in the best interests of
the participants of such employee benefit plan.
The effect of these provisions would be to authorize such indemnification
by the Company for liabilities arising out of the Securities Act of 1933.
Item 7. Exemption From Registration Claimed.
Not applicable.
Item 8. Exhibits.
4.1 Restated Articles of Organization (filed as Exhibit 3.5 to the Company's
registration statement on Form S-1, File No. 33-81836, and incorporated
herein by reference).
4.2 Articles of Amendment to Restated Articles of Organization (filed as
Exhibit 3.6 to the Company's quarterly report on Form 10-Q, File No.
000-24934 and incorporated herein by reference).
II-2
<PAGE>
4.3 Amended and Restated By-Laws of the Company (filed as Exhibit 3.4 to the
Company's registration statement on Form S-1, File No. 33-81836 and
incorporated herein by reference).
4.4 Nonqualified Stock Option granted by the Company to Mark Johnston dated
October 29, 1997.
4.5 Nonqualified Stock Option granted by the Company to Donald A. Rosenthal
dated October 29, 1997.
4.6 Nonqualified Stock Option granted by the Company to Paul Sutton dated
October 29, 1997.
4.7 Interval Logic Corporation 1995 Stock Option Plan.
5.1 Opinion of Foley, Hoag & Eliot LLP.
23.1 Consent of Coopers and Lybrand L.L.P.
23.2 Consent of Foley, Hoag & Eliot LLP (included in the final sentence of
Exhibit 5.1).
24.1 Power of Attorney (contained on the signature page).
Item 9. Undertakings.
1. The undersigned 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:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising after the
effective date of the registration statement (or the most recent post-effective
amendment thereof) which, individually or in the aggregate, represent a
fundamental change in the information set forth in the registration statement.
Notwithstanding the foregoing, any increase or decrease in volume of securities
offered (if the total dollar value of securities offered would not exceed that
which was registered) and any deviation from the low or high and of the
estimated maximum offering range may be reflected in the form of prospectus
filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than 20 percent change in the
maximum aggregate offering price set forth in the "Calculation of Registration
Fee" table in the effective registration statement.
(iii) To include any material information with respect to the plan of
distribution
II-3
<PAGE>
not previously disclosed in the registration statement or any material change to
such information in the registration statement;
provided, however, that paragraphs 1(a)(i) and 1(a)(ii) do not
-------- -------
apply if the information required to be included in a post-effective amendment
by those paragraphs is contained in periodic reports filed by the registrant
pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934
that are incorporated by reference herein.
(b) That, for the purpose of determining any liability under
the Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered herein,
and the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
(c) To remove from registration by means of a post-effective
amendment of any of the securities being registered which remain unsold at the
termination of the offering.
2. The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered herein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
3. Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the registrant pursuant to the foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the 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
authorized, in the city of Billerica, state of Massachusetts, on this 21st day
of November, 1997.
PRI AUTOMATION, INC.
By: /s/ Mordechai Wiesler
--------------------------
Mordechai Wiesler
Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that each individual whose signature appears
below constitutes and appoints Mordechai Wiesler and Mitchell G. Tyson, and each
of them, his true and lawful attorneys-in-fact and agents with full power of
substitution, for him and in his name, place and stead, in any and all
capacities, to sign any and all amendments (including post-effective amendments)
to this registration statement, and to file the same, with all exhibits thereto,
and all documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents, and each of them,
full power and authority to do and perform each and every act and thing which
they, or either of them, may deem necessary or advisable to be done in
connection with this registration statement, as fully to all intents and
purposes as he might or could do in person, hereby ratifying and confirming all
that said attorneys-in-fact and agents or either of them, or any substitute or
substitutes for either or both of them, may lawfully do or cause to be done by
virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
- --------- ----- ----
<S> <C> <C>
/s/ Mordechai Wiesler Chief Executive Officer, November 21, 1997
- ------------------------------------ Treasurer and Director
Mordechai Wiesler (Principal Executive Officer)
/s/ Mitchell G. Tyson President, Chief November 21, 1997
- ------------------------------------ Operating Officer
Mitchell G. Tyson and Director
/s/ Stephen D. Allison Chief Financial Officer November 21, 1997
- ------------------------------------ (Principal Financial
Stephen D. Allison and Accounting Officer)
</TABLE>
II-5
<PAGE>
<TABLE>
<CAPTION>
Signature Title Date
- --------- ----- ----
<S> <C> <C>
/s/ Alexander V. d'Arbeloff Director November 26, 1997
- -----------------------------------
Alexander V. d'Arbeloff
/s/ Boruch B. Frusztajer Director November 21, 1997
- -----------------------------------
Boruch B. Frusztajer
/s/ Amram Rasiel Director November 21, 1997
- -----------------------------------
Amram Rasiel
</TABLE>
II-6
<PAGE>
EXHIBIT INDEX
-------------
<TABLE>
<CAPTION>
Exhibit
No. Description Page
- ------- ----------- ----
<S> <C> <C>
4.1 Restated Articles of Organization (filed as Exhibit 3.5 to the
Company's registration statement on Form S-1, File No. 33-81836, ____
and incorporated herein by reference).
4.2 Articles of Amendment to Restated Articles of Organization (filed ____
as Exhibit 3.6 to the Company's quarterly report on Form 10-Q,
File No. 000-24934 and incorporated herein by reference).
4.3 Amended and Restated By-Laws of the Company (filed as Exhibit ____
3.4 to the Company's registration statement on Form S-1,
File No. 33-81836 and incorporated herein by reference).
4.4 Nonqualified Stock Option granted by the Company to Mark ____
Johnston dated October 29, 1997.
4.5 Nonqualified Stock Option granted by the Company to Donald A. ____
Rosenthal dated October 29, 1997.
4.6 Nonqualified Stock Option granted by the Company to Paul Sutton ____
dated October 29, 1997.
4.7 Interval Logic Corporation 1995 Stock Option Plan. ____
5.1 Opinion of Foley, Hoag & Eliot LLP. ____
23.1 Consent of Coopers and Lybrand L.L.P. ____
23.2 Consent of Foley, Hoag & Eliot LLP (included in the final sentence ____
of Exhibit 5.1).
24.1 Power of Attorney (contained on the signature page). ____
</TABLE>
<PAGE>
EXHIBIT 4.4
NONQUALIFIED STOCK OPTION
Granted by
PRI AUTOMATION, INC.
to
Mark Johnston
-------------
(hereinafter called the "Holder")
For valuable consideration, the receipt of which is hereby acknowledged,
PRI Automation, Inc., a Massachusetts corporation (hereinafter together with its
subsidiaries, where the context permits, referred to as the "Company"), hereby
grants to the Holder the following option:
1. Grant of Option. Subject to the terms and conditions hereinafter set
forth, the Holder is hereby given the right and option to purchase from the
Company shares of the Company's common stock, par value $.01 per share ("Common
Stock"), at the time and in the manner hereinafter set forth. Schedule A
attached hereto and hereby incorporated herein sets forth, with respect to this
option, (a) its exercise price per share, (b) the maximum number of shares that
the Holder may purchase upon exercise of this option, (c) its vesting schedule,
and (d) its expiration date (the "Expiration Date"). Schedule A may also set
forth any applicable conditions precedent to the exercise of this option, as
well as any additional terms and conditions that the Company may wish to
incorporate herein. The right to purchase shares hereunder shall be cumulative.
2. Exercise of Option. This option may be exercised only to the extent such
option has vested pursuant to the terms of Schedule A. Purchase of any shares
hereunder shall be made by delivery to the Company of a written notice of
exercise specifying the number of shares with respect to which the option is to
be exercised and the address to which the certificate representing such shares
is to be mailed, accompanied by: (a) cash, certified or bank check or postal
money order payable to the order of the Company for an amount equal to the
option price of such shares; (b) with the consent of the option committee (the
"Committee") of the Company's board of directors, shares of Common Stock having
a fair market value equal to the option price of such shares; (c) with the
consent of the Committee, such other consideration which is acceptable to the
Committee and which has a fair market value equal to the option price of such
shares; or (d) with the consent of the Committee, by any combination of (a), (b)
or (c). For the purpose of the preceding sentence, the fair market value of
the shares of Common Stock so delivered to the Company shall be the closing
price per share on the last business day preceding the date of exercise as
reported by the National Association of Securities Dealers Automated Quotation
<PAGE>
System, Inc. ("NASDAQ"), or, if the Common Stock is not quoted on NASDAQ, the
fair market value as determined by the Committee.
3. Delivery of Shares. Within a reasonable time following the receipt by
the Company of the written notice and payment of the option price for the shares
to be purchased thereunder, the Company will deliver or cause to be delivered to
the Holder (or if any other individual or individuals are exercising this
option, to such individual or individuals) at the address specified pursuant to
Section 2 hereof a certificate or certificates for the number of shares with
respect to which the option is then being exercised, registered in the name of
the Holder (or the name or names of the individual or individuals exercising the
option, either alone or jointly with another person or persons with rights of
survivorship, as the individual or individuals exercising the option shall
prescribe in writing to the Company); provided, however, that such delivery
--------
shall be deemed effected for all purposes when a stock transfer agent shall have
deposited such certificate or certificates in the United States mail, addressed
to the Holder (or such individual or individuals) at the address so specified;
and provided further that if any law, regulation or order of the Securities and
--------
Exchange Commission (the "Commission") or other body having jurisdiction in the
premises shall require the Company or the Holder (or the individual or
individuals exercising this option) to take any action in connection with the
sale of the shares then being purchased, then, subject to the other provisions
of this paragraph, the date on which such sale shall be deemed to have occurred
and the date for the delivery of the certificates for such shares shall be
extended for the period necessary to take and complete such action, it being
understood that the Company shall have no obligation to take and complete any
such action.
4. Adjustments Upon Changes in Capitalization. The existence of this option
shall not affect in any way the right or power of the Company or its
stockholders to make or authorize any or all adjustments, recapitalizations,
reorganizations or other changes in the Company's capital structure or its
business, or any merger or consolidation of the Company, or any issue of bonds,
debentures, preferred or prior preference stock ahead of or affecting the Common
Stock or the rights thereof, or the dissolution or liquidation of the Company,
or any sale or transfer of all or any part of its assets or business, or any
other corporate act or proceeding, whether of a similar character or otherwise.
If the Company shall effect a subdivision or consolidation of shares or
other capital readjustment, the payment of a stock dividend, or other increase
or reduction of the number of shares of the Common Stock outstanding, without
receiving compensation therefor in money, services or property, then the number,
class, and per share price of shares of stock subject to this option shall be
appropriately adjusted in such a manner as to entitle the Holder to receive upon
exercise of this option, for the same aggregate cash consideration, the same
total number and class of shares that the owner of a number of outstanding
shares of Common Stock equal to the number as to which this option was
originally exercisable would own as a result of the event requiring the
adjustment.
2
<PAGE>
Except as hereinbefore expressly provided, the issue by the Company of
shares of stock of any class, or securities convertible into shares of stock of
any class, for cash or property, or for labor or services, either upon direct
sale or upon the exercise of rights or warrants to subscribe therefor, or upon
conversion of shares of obligations of the Company convertible into such shares
or other securities, shall not affect, and no adjustment by reason thereof shall
be made with respect to, the number or price of shares of Common Stock then
subject to this option.
5. Effect of Certain Transactions. If the Company is a party to a
merger or reorganization with one or more other corporations, whether or not the
Company is the surviving or resulting corporation, or if the Company
consolidates with or into one or more other corporations, or if the Company is
liquidated or sells or otherwise disposes of substantially all its assets to
another corporation (each hereinafter referred to as a "Transaction"), in any
case while this option remains outstanding: (a) after the effective date of such
Transaction this option shall remain outstanding and shall be exercisable in
shares of Common Stock or, if applicable, shares of such stock or other
securities, cash or property as the holders of shares of Common Stock received
pursuant to the terms of such Transaction; or (b) the Committee may accelerate
the time for exercise of this option, so that from and after a date prior to the
effective date of such Transaction this option shall be exercisable in full.
6. Rights of Holder. No person shall, by virtue of the granting of this
option to the Holder, be deemed to be a holder of any shares purchasable under
this option or to be entitled to the rights or privileges of a holder of such
shares unless and until this option has been exercised with respect to such
shares and they have been issued pursuant to that exercise of this option.
The granting of this option shall not impose upon the Company any
obligations to employ or to continue to employ the Holder or, if applicable, to
continue the Holder as a director of the Company; and the right of the Company
to terminate the employment of the Holder shall not be diminished or affected by
reason of the fact that this option has been granted to the Holder.
Nothing herein contained shall impose any obligation upon the Holder to
exercise this option.
At all times while any portion of this option is outstanding, the
Company shall: (a) reserve and keep available, out of shares of its authorized
and unissued stock or reacquired shares, a sufficient number of shares of its
Common Stock to satisfy the requirements of this option; (b) comply with the
terms of this option promptly upon exercise of the option rights; and (c) pay
all fees or expenses necessarily incurred by the Company in connection with the
issuance and delivery of shares pursuant to the exercise of this option.
7. Transfer and Termination. This option is not transferable by the
Holder otherwise than by will or the laws of descent and distribution.
3
<PAGE>
This option shall terminate on the earliest to occur of:
(a) the Expiration Date;
(b) ninety (90) days after the date of termination of the Holder's
employment with the Company (other than as a result of death or permanent and
total disability of the Holder);
(c) six (6) months after the date of termination of the Holder's
employment with the Company as a result of the disability of the Holder. A
Holder is disabled if he is unable to engage in any substantial gainful activity
by reason of any medically determinable physical or mental impairment;
disability shall be determined in accordance with Section 22(c)(3) of the Code
and the regulations issued thereunder; or
(d) twelve (12) months after the date of termination of the Holder's
employment with the Company as a result of death.
In the event of the termination of a Holder's employment with the Company
(other than as a result of death or disability of the Holder) this option shall
be exercisable during the ninety-day post-termination period described above
only to the extent that it was exercisable at the time of such termination of
employment. In the event of the termination of the Holder's employment with the
Company as a result of the disability of a Holder, this option shall be
exercisable during the six-month post-termination period referred to above only
to the extent that it was exercisable at the time of such termination of
employment. In the event of the termination of the Holder's employment with the
Company as a result of the death of the Holder, the Holder's executor,
administrator or any person or persons to whom this option may be transferred by
will or by laws of descent and distribution shall have the right at any time
during the twelve-month post-termination period referred to above to exercise
this option, but only to the extent the Holder was entitled to exercise this
option at the time of such termination of employment.
An employment relationship between the Company and the Holder shall be
deemed to exist during any period in which the Holder is employed in any
capacity by the Company, by any current or former subsidiary of the Company or
any corporate affiliate or successor of the Company or its current or former
subsidiaries. Whether authorized leave of absence or absence on military or
government service shall constitute termination of the employment relationship
between the Company and the Holder shall be determined by the Committee at the
time thereof.
8. Withholding. If the Company in its discretion determines that it is
obligated to withhold income or employment taxes required by any governmental
authority with respect to the exercise of this option, the Holder agrees that
the Company may withhold from the Holder's wages, or other amounts due to the
Holder from the Company, the appropriate amount of federal, state or local
withholding taxes attributable to such exercise. At the Holder's election, the
amount required to be withheld may be satisfied, in whole or in part, by: (a)
authorizing the
4
<PAGE>
Company to withhold from shares of Common Stock to be issued pursuant to the
exercise of this option a number of shares with an aggregate fair market value
(determined as of the date the withholding is effected) that would satisfy the
withholding amount due with respect to such exercise; or (b) transferring to the
Company shares of Common Stock owned by the Holder with an aggregate Fair Market
Value that would satisfy the withholding amount due. The Holder further agrees
that, if the Company does not withhold an amount from the Holder's wages
sufficient to satisfy the Company's withholding obligation, the Holder will
reimburse the Company on demand, in cash, for the amount underwithheld.
9. Notice. Any notice to be given to the Company hereunder shall be deemed
sufficient if addressed to the Company and delivered to the office of the
company, 805 Middlesex Turnpike, Billerica, Massachusetts 01821, attention of
the chief financial officer, or such other address as the Company may hereafter
designate.
Any notice to be given to the Holder hereunder shall be deemed sufficient
if addressed to and delivered in person to the Holder at his address furnished
to the Company or when deposited in the mail, postage prepaid, addressed to the
Holder at such address.
10. Government and Other Regulations; Governing Law. This option is subject
to all laws, regulations and orders of any governmental authority which may be
applicable thereto and, notwithstanding any of the provisions hereof, the Holder
agrees that he will not exercise the option granted hereby nor will the Company
be obligated to issue any shares of stock hereunder if the exercise thereof or
the issuance of such shares, as the case may be, would constitute a violation by
the Holder or the Company of any such law, regulation or order or any provision
thereof. Without limiting the generality of the foregoing, the Company shall not
be obligated to issue any such shares if in the Company's sole judgment to do so
would cause the Company or such issue not to be in compliance with the
requirements of Rule 504 promulgated under the Securities Act. The Company shall
not be obligated to take any affirmative action in order to cause the exercise
of this option or the issuance of shares pursuant hereto to comply with any such
law, regulation, order or provision.
This option shall be governed by and construed in accordance with the laws
of the Commonwealth of Massachusetts.
12. Effective Date. This option shall be effective on the Effective Date
set forth on Schedule A hereof.
13. Amendments. This option may be amended at any time with the consent of
the Holder and the Company.
* * * * *
5
<PAGE>
IN WITNESS WHEREOF, the Company has caused this option to be executed
as an instrument under seal as of the Effective Date.
PRI Automation, Inc.
By: /s/ PRI Automation, Inc.
-------------------------------------
Title:
The undersigned Holder acknowledges receipt of this option and Schedule
A hereto and agrees to the terms of the option.
/s/ Mark Johnston
--------------------------------------
Mark Johnston
6
<PAGE>
SCHEDULE A
----------
PRI AUTOMATION, INC.
--------------------
Nonqualified Stock Option
1. Name of Holder: Mark Johnston
2. Effective Date: October 29, 1997
3. Maximum Number of shares for which this Option is exercisable: 43,725
4. Exercise (purchase) price per share: $39.125
5. Vesting Start Date: October 1, 1997
6. Expiration Date: October 29, 2003
7. Vesting Schedule: This option shall become exercisable for 5% of the
Maximum Number of shares purchasable hereunder on January 1, 1998 and
for an additional 5% of the Maximum Number of shares purchasable
hereunder at the end of every 3 months thereafter.
7
<PAGE>
EXHIBIT 4.5
NONQUALIFIED STOCK OPTION
Granted by
PRI AUTOMATION, INC.
to
Donald A. Rosenthal
-------------------
(hereinafter called the "Holder")
For valuable consideration, the receipt of which is hereby
acknowledged, PRI Automation, Inc., a Massachusetts corporation (hereinafter
together with its subsidiaries, where the context permits, referred to as the
"Company"), hereby grants to the Holder the following option:
1. Grant of Option. Subject to the terms and conditions hereinafter set
forth, the Holder is hereby given the right and option to purchase from the
Company shares of the Company's common stock, par value $.01 per share ("Common
Stock"), at the time and in the manner hereinafter set forth. Schedule A
attached hereto and hereby incorporated herein sets forth, with respect to this
option, (a) its exercise price per share, (b) the maximum number of shares that
the Holder may purchase upon exercise of this option, (c) its vesting schedule,
and (d) its expiration date (the "Expiration Date"). Schedule A may also set
forth any applicable conditions precedent to the exercise of this option, as
well as any additional terms and conditions that the Company may wish to
incorporate herein. The right to purchase shares hereunder shall be cumulative.
2. Exercise of Option. This option may be exercised only to the extent
such option has vested pursuant to the terms of Schedule A. Purchase of any
shares hereunder shall be made by delivery to the Company of a written notice of
exercise specifying the number of shares with respect to which the option is to
be exercised and the address to which the certificate representing such shares
is to be mailed, accompanied by: (a) cash, certified or bank check or postal
money order payable to the order of the Company for an amount equal to the
option price of such shares; (b) with the consent of the option committee (the
"Committee") of the Company's board of directors, shares of Common Stock having
a fair market value equal to the option price of such shares; (c) with the
consent of the Committee, such other consideration which is acceptable to the
Committee and which has a fair market value equal to the option price of such
shares; or (d) with the consent of the Committee, by any combination of (a), (b)
or (c). For the purpose of the preceding sentence, the fair market value of
the shares of Common Stock so delivered to the Company shall be the closing
price per share on the last business day preceding the date of
<PAGE>
exercise as reported by the National Association of Securities Dealers Automated
Quotation System, Inc. ("NASDAQ"), or, if the Common Stock is not quoted on
NASDAQ, the fair market value as determined by the Committee.
3. Delivery of Shares. Within a reasonable time following the receipt
by the Company of the written notice and payment of the option price for the
shares to be purchased thereunder, the Company will deliver or cause to be
delivered to the Holder (or if any other individual or individuals are
exercising this option, to such individual or individuals) at the address
specified pursuant to Section 2 hereof a certificate or certificates for the
number of shares with respect to which the option is then being exercised,
registered in the name of the Holder (or the name or names of the individual or
individuals exercising the option, either alone or jointly with another person
or persons with rights of survivorship, as the individual or individuals
exercising the option shall prescribe in writing to the Company); provided,
--------
however, that such delivery shall be deemed effected for all purposes when a
stock transfer agent shall have deposited such certificate or certificates in
the United States mail, addressed to the Holder (or such individual or
individuals) at the address so specified; and provided further that if any law,
--------
regulation or order of the Securities and Exchange Commission (the "Commission")
or other body having jurisdiction in the premises shall require the Company or
the Holder (or the individual or individuals exercising this option) to take any
action in connection with the sale of the shares then being purchased, then,
subject to the other provisions of this paragraph, the date on which such sale
shall be deemed to have occurred and the date for the delivery of the
certificates for such shares shall be extended for the period necessary to take
and complete such action, it being understood that the Company shall have no
obligation to take and complete any such action.
4. Adjustments Upon Changes in Capitalization. The existence of this
option shall not affect in any way the right or power of the Company or its
stockholders to make or authorize any or all adjustments, recapitalizations,
reorganizations or other changes in the Company's capital structure or its
business, or any merger or consolidation of the Company, or any issue of bonds,
debentures, preferred or prior preference stock ahead of or affecting the Common
Stock or the rights thereof, or the dissolution or liquidation of the Company,
or any sale or transfer of all or any part of its assets or business, or any
other corporate act or proceeding, whether of a similar character or otherwise.
If the Company shall effect a subdivision or consolidation of shares or
other capital readjustment, the payment of a stock dividend, or other increase
or reduction of the number of shares of the Common Stock outstanding, without
receiving compensation therefor in money, services or property, then the number,
class, and per share price of shares of stock subject to this option shall be
appropriately adjusted in such a manner as to entitle the Holder to receive upon
exercise of this option, for the same aggregate cash consideration, the same
total number and class of shares that the owner of a number of outstanding
shares of Common Stock equal to the number as to which this option was
originally exercisable would own as a result of the event requiring the
adjustment.
2
<PAGE>
Except as hereinbefore expressly provided, the issue by the Company of
shares of stock of any class, or securities convertible into shares of stock of
any class, for cash or property, or for labor or services, either upon direct
sale or upon the exercise of rights or warrants to subscribe therefor, or upon
conversion of shares of obligations of the Company convertible into such shares
or other securities, shall not affect, and no adjustment by reason thereof shall
be made with respect to, the number or price of shares of Common Stock then
subject to this option.
5. Effect of Certain Transactions. If the Company is a party to a
merger or reorganization with one or more other corporations, whether or not the
Company is the surviving or resulting corporation, or if the Company
consolidates with or into one or more other corporations, or if the Company is
liquidated or sells or otherwise disposes of substantially all its assets to
another corporation (each hereinafter referred to as a "Transaction"), in any
case while this option remains outstanding: (a) after the effective date of such
Transaction this option shall remain outstanding and shall be exercisable in
shares of Common Stock or, if applicable, shares of such stock or other
securities, cash or property as the holders of shares of Common Stock received
pursuant to the terms of such Transaction; or (b) the Committee may accelerate
the time for exercise of this option, so that from and after a date prior to the
effective date of such Transaction this option shall be exercisable in full.
6. Rights of Holder. No person shall, by virtue of the granting of this
option to the Holder, be deemed to be a holder of any shares purchasable under
this option or to be entitled to the rights or privileges of a holder of such
shares unless and until this option has been exercised with respect to such
shares and they have been issued pursuant to that exercise of this option.
The granting of this option shall not impose upon the Company any
obligations to employ or to continue to employ the Holder or, if applicable, to
continue the Holder as a director of the Company; and the right of the Company
to terminate the employment of the Holder shall not be diminished or affected by
reason of the fact that this option has been granted to the Holder.
Nothing herein contained shall impose any obligation upon the Holder to
exercise this option.
At all times while any portion of this option is outstanding, the
Company shall: (a) reserve and keep available, out of shares of its authorized
and unissued stock or reacquired shares, a sufficient number of shares of its
Common Stock to satisfy the requirements of this option; (b) comply with the
terms of this option promptly upon exercise of the option rights; and (c) pay
all fees or expenses necessarily incurred by the Company in connection with the
issuance and delivery of shares pursuant to the exercise of this option.
7. Transfer and Termination. This option is not transferable by the
Holder otherwise than by will or the laws of descent and distribution.
3
<PAGE>
This option shall terminate on the earliest to occur of:
(a) the Expiration Date;
(b) ninety (90) days after the date of termination of the
Holder's employment with the Company (other than as a result of death or
permanent and total disability of the Holder);
(c) six (6) months after the date of termination of the
Holder's employment with the Company as a result of the disability of the
Holder. A Holder is disabled if he is unable to engage in any substantial
gainful activity by reason of any medically determinable physical or mental
impairment; disability shall be determined in accordance with Section 22(c)(3)
of the Code and the regulations issued thereunder; or
(d) twelve (12) months after the date of termination of the
Holder's employment with the Company as a result of death.
In the event of the termination of a Holder's employment with the
Company (other than as a result of death or disability of the Holder) this
option shall be exercisable during the ninety-day post-termination period
described above only to the extent that it was exercisable at the time of such
termination of employment. In the event of the termination of the Holder's
employment with the Company as a result of the disability of a Holder, this
option shall be exercisable during the six-month post-termination period
referred to above only to the extent that it was exercisable at the time of such
termination of employment. In the event of the termination of the Holder's
employment with the Company as a result of the death of the Holder, the Holder's
executor, administrator or any person or persons to whom this option may be
transferred by will or by laws of descent and distribution shall have the right
at any time during the twelve-month post-termination period referred to above to
exercise this option, but only to the extent the Holder was entitled to exercise
this option at the time of such termination of employment.
An employment relationship between the Company and the Holder shall be
deemed to exist during any period in which the Holder is employed in any
capacity by the Company, by any current or former subsidiary of the Company or
any corporate affiliate or successor of the Company or its current or former
subsidiaries. Whether authorized leave of absence or absence on military or
government service shall constitute termination of the employment relationship
between the Company and the Holder shall be determined by the Committee at the
time thereof.
8. Withholding. If the Company in its discretion determines that it is
obligated to withhold income or employment taxes required by any governmental
authority with respect to the exercise of this option, the Holder agrees that
the Company may withhold from the Holder's wages, or other amounts due to the
Holder from the Company, the appropriate amount of federal, state or local
withholding taxes attributable to such exercise. At the Holder's election, the
amount required to be withheld may be satisfied, in whole or in part, by: (a)
authorizing the
4
<PAGE>
Company to withhold from shares of Common Stock to be issued pursuant to the
exercise of this option a number of shares with an aggregate fair market value
(determined as of the date the withholding is effected) that would satisfy the
withholding amount due with respect to such exercise; or (b) transferring to the
Company shares of Common Stock owned by the Holder with an aggregate Fair Market
Value that would satisfy the withholding amount due. The Holder further agrees
that, if the Company does not withhold an amount from the Holder's wages
sufficient to satisfy the Company's withholding obligation, the Holder will
reimburse the Company on demand, in cash, for the amount underwithheld.
9. Notice. Any notice to be given to the Company hereunder shall be
deemed sufficient if addressed to the Company and delivered to the office of the
company, 805 Middlesex Turnpike, Billerica, Massachusetts 01821, attention of
the chief financial officer, or such other address as the Company may hereafter
designate.
Any notice to be given to the Holder hereunder shall be deemed
sufficient if addressed to and delivered in person to the Holder at his address
furnished to the Company or when deposited in the mail, postage prepaid,
addressed to the Holder at such address.
10. Government and Other Regulations; Governing Law. This option is
subject to all laws, regulations and orders of any governmental authority which
may be applicable thereto and, notwithstanding any of the provisions hereof, the
Holder agrees that he will not exercise the option granted hereby nor will the
Company be obligated to issue any shares of stock hereunder if the exercise
thereof or the issuance of such shares, as the case may be, would constitute a
violation by the Holder or the Company of any such law, regulation or order or
any provision thereof. Without limiting the generality of the foregoing, the
Company shall not be obligated to issue any such shares if in the Company's sole
judgment to do so would cause the Company or such issue not to be in compliance
with the requirements of Rule 504 promulgated under the Securities Act. The
Company shall not be obligated to take any affirmative action in order to cause
the exercise of this option or the issuance of shares pursuant hereto to comply
with any such law, regulation, order or provision.
This option shall be governed by and construed in accordance with the
laws of the Commonwealth of Massachusetts.
12. Effective Date. This option shall be effective on the Effective
Date set forth on Schedule A hereof.
13. Amendments. This option may be amended at any time with the consent
of the Holder and the Company.
* * * * *
5
<PAGE>
IN WITNESS WHEREOF, the Company has caused this option to be executed
as an instrument under seal as of the Effective Date.
PRI Automation, Inc.
By: /s/ PRI Automation, Inc.
-------------------------------
Title:
The undersigned Holder acknowledges receipt of this option and Schedule
A hereto and agrees to the terms of the option.
/s/ Donald A. Rosenthal
----------------------------------
Donald A. Rosenthal
6
<PAGE>
SCHEDULE A
----------
PRI AUTOMATION, INC.
--------------------
Nonqualified Stock Option
1. Name of Holder: Donald A. Rosenthal
2. Effective Date: October 29, 1997
3. Maximum Number of shares for which this Option is exercisable: 42,225
4. Exercise (purchase) price per share: $39.125
5. Vesting Start Date: October 1, 1997
6. Expiration Date: October 29, 2003
7. Vesting Schedule: This option shall become exercisable for 5% of the
Maximum Number of shares purchasable hereunder on January 1, 1998 and
for an additional 5% of the Maximum Number of shares purchasable
hereunder at the end of every 3 months thereafter.
7
<PAGE>
EXHIBIT 4.6
NONQUALIFIED STOCK OPTION
Granted by
PRI AUTOMATION, INC.
to
Paul Sutton
-----------
(hereinafter called the "Holder")
For valuable consideration, the receipt of which is hereby
acknowledged, PRI Automation, Inc., a Massachusetts corporation (hereinafter
together with its subsidiaries, where the context permits, referred to as the
"Company"), hereby grants to the Holder the following option:
1. Grant of Option. Subject to the terms and conditions hereinafter set
forth, the Holder is hereby given the right and option to purchase from the
Company shares of the Company's common stock, par value $.01 per share ("Common
Stock"), at the time and in the manner hereinafter set forth. Schedule A
attached hereto and hereby incorporated herein sets forth, with respect to this
option, (a) its exercise price per share, (b) the maximum number of shares that
the Holder may purchase upon exercise of this option, (c) its vesting schedule,
and (d) its expiration date (the "Expiration Date"). Schedule A may also set
forth any applicable conditions precedent to the exercise of this option, as
well as any additional terms and conditions that the Company may wish to
incorporate herein. The right to purchase shares hereunder shall be cumulative.
2. Exercise of Option. This option may be exercised only to the extent
such option has vested pursuant to the terms of Schedule A. Purchase of any
shares hereunder shall be made by delivery to the Company of a written notice of
exercise specifying the number of shares with respect to which the option is to
be exercised and the address to which the certificate representing such shares
is to be mailed, accompanied by: (a) cash, certified or bank check or postal
money order payable to the order of the Company for an amount equal to the
option price of such shares; (b) with the consent of the option committee (the
"Committee") of the Company's board of directors, shares of Common Stock having
a fair market value equal to the option price of such shares; (c) with the
consent of the Committee, such other consideration which is acceptable to the
Committee and which has a fair market value equal to the option price of such
shares; or (d) with the consent of the Committee, by any combination of (a), (b)
or (c). For the purpose of the preceding sentence, the fair market value of
the shares of Common Stock so delivered to the Company shall be the closing
price per share on the last business day preceding the date of
<PAGE>
exercise as reported by the National Association of Securities Dealers Automated
Quotation System, Inc. ("NASDAQ"), or, if the Common Stock is not quoted on
NASDAQ, the fair market value as determined by the Committee.
3. Delivery of Shares. Within a reasonable time following the receipt
by the Company of the written notice and payment of the option price for the
shares to be purchased thereunder, the Company will deliver or cause to be
delivered to the Holder (or if any other individual or individuals are
exercising this option, to such individual or individuals) at the address
specified pursuant to Section 2 hereof a certificate or certificates for the
number of shares with respect to which the option is then being exercised,
registered in the name of the Holder (or the name or names of the individual or
individuals exercising the option, either alone or jointly with another person
or persons with rights of survivorship, as the individual or individuals
exercising the option shall prescribe in writing to the Company); provided,
--------
however, that such delivery shall be deemed effected for all purposes when a
stock transfer agent shall have deposited such certificate or certificates in
the United States mail, addressed to the Holder (or such individual or
individuals) at the address so specified; and provided further that if any law,
--------
regulation or order of the Securities and Exchange Commission (the "Commission")
or other body having jurisdiction in the premises shall require the Company or
the Holder (or the individual or individuals exercising this option) to take any
action in connection with the sale of the shares then being purchased, then,
subject to the other provisions of this paragraph, the date on which such sale
shall be deemed to have occurred and the date for the delivery of the
certificates for such shares shall be extended for the period necessary to take
and complete such action, it being understood that the Company shall have no
obligation to take and complete any such action.
4. Adjustments Upon Changes in Capitalization. The existence of this
option shall not affect in any way the right or power of the Company or its
stockholders to make or authorize any or all adjustments, recapitalizations,
reorganizations or other changes in the Company's capital structure or its
business, or any merger or consolidation of the Company, or any issue of bonds,
debentures, preferred or prior preference stock ahead of or affecting the Common
Stock or the rights thereof, or the dissolution or liquidation of the Company,
or any sale or transfer of all or any part of its assets or business, or any
other corporate act or proceeding, whether of a similar character or otherwise.
If the Company shall effect a subdivision or consolidation of shares or
other capital readjustment, the payment of a stock dividend, or other increase
or reduction of the number of shares of the Common Stock outstanding, without
receiving compensation therefor in money, services or property, then the number,
class, and per share price of shares of stock subject to this option shall be
appropriately adjusted in such a manner as to entitle the Holder to receive upon
exercise of this option, for the same aggregate cash consideration, the same
total number and class of shares that the owner of a number of outstanding
shares of Common Stock equal to the number as to which this option was
originally exercisable would own as a result of the event requiring the
adjustment.
2
<PAGE>
Except as hereinbefore expressly provided, the issue by the Company of
shares of stock of any class, or securities convertible into shares of stock of
any class, for cash or property, or for labor or services, either upon direct
sale or upon the exercise of rights or warrants to subscribe therefor, or upon
conversion of shares of obligations of the Company convertible into such shares
or other securities, shall not affect, and no adjustment by reason thereof shall
be made with respect to, the number or price of shares of Common Stock then
subject to this option.
5. Effect of Certain Transactions. If the Company is a party to a
merger or reorganization with one or more other corporations, whether or not the
Company is the surviving or resulting corporation, or if the Company
consolidates with or into one or more other corporations, or if the Company is
liquidated or sells or otherwise disposes of substantially all its assets to
another corporation (each hereinafter referred to as a "Transaction"), in any
case while this option remains outstanding: (a) after the effective date of such
Transaction this option shall remain outstanding and shall be exercisable in
shares of Common Stock or, if applicable, shares of such stock or other
securities, cash or property as the holders of shares of Common Stock received
pursuant to the terms of such Transaction; or (b) the Committee may accelerate
the time for exercise of this option, so that from and after a date prior to the
effective date of such Transaction this option shall be exercisable in full.
6. Rights of Holder. No person shall, by virtue of the granting of this
option to the Holder, be deemed to be a holder of any shares purchasable under
this option or to be entitled to the rights or privileges of a holder of such
shares unless and until this option has been exercised with respect to such
shares and they have been issued pursuant to that exercise of this option.
The granting of this option shall not impose upon the Company any
obligations to employ or to continue to employ the Holder or, if applicable, to
continue the Holder as a director of the Company; and the right of the Company
to terminate the employment of the Holder shall not be diminished or affected by
reason of the fact that this option has been granted to the Holder.
Nothing herein contained shall impose any obligation upon the Holder to
exercise this option.
At all times while any portion of this option is outstanding, the
Company shall: (a) reserve and keep available, out of shares of its authorized
and unissued stock or reacquired shares, a sufficient number of shares of its
Common Stock to satisfy the requirements of this option; (b) comply with the
terms of this option promptly upon exercise of the option rights; and (c) pay
all fees or expenses necessarily incurred by the Company in connection with the
issuance and delivery of shares pursuant to the exercise of this option.
7. Transfer and Termination. This option is not transferable by the
Holder otherwise than by will or the laws of descent and distribution.
3
<PAGE>
This option shall terminate on the earliest to occur of:
(a) the Expiration Date;
(b) ninety (90) days after the date of termination of the Holder's
employment with the Company (other than as a result of death or permanent and
total disability of the Holder);
(c) six (6) months after the date of termination of the Holder's
employment with the Company as a result of the disability of the Holder. A
Holder is disabled if he is unable to engage in any substantial gainful activity
by reason of any medically determinable physical or mental impairment;
disability shall be determined in accordance with Section 22(c)(3) of the Code
and the regulations issued thereunder; or
(d) twelve (12) months after the date of termination of the
Holder's employment with the Company as a result of death.
In the event of the termination of a Holder's employment with the
Company (other than as a result of death or disability of the Holder) this
option shall be exercisable during the ninety-day post-termination period
described above only to the extent that it was exercisable at the time of such
termination of employment. In the event of the termination of the Holder's
employment with the Company as a result of the disability of a Holder, this
option shall be exercisable during the six-month post-termination period
referred to above only to the extent that it was exercisable at the time of such
termination of employment. In the event of the termination of the Holder's
employment with the Company as a result of the death of the Holder, the Holder's
executor, administrator or any person or persons to whom this option may be
transferred by will or by laws of descent and distribution shall have the right
at any time during the twelve-month post-termination period referred to above to
exercise this option, but only to the extent the Holder was entitled to exercise
this option at the time of such termination of employment.
An employment relationship between the Company and the Holder shall be
deemed to exist during any period in which the Holder is employed in any
capacity by the Company, by any current or former subsidiary of the Company or
any corporate affiliate or successor of the Company or its current or former
subsidiaries. Whether authorized leave of absence or absence on military or
government service shall constitute termination of the employment relationship
between the Company and the Holder shall be determined by the Committee at the
time thereof.
8. Withholding. If the Company in its discretion determines that it is
obligated to withhold income or employment taxes required by any governmental
authority with respect to the exercise of this option, the Holder agrees that
the Company may withhold from the Holder's wages, or other amounts due to the
Holder from the Company, the appropriate amount of federal, state or local
withholding taxes attributable to such exercise. At the Holder's election, the
amount required to be withheld may be satisfied, in whole or in part, by: (a)
authorizing the
4
<PAGE>
Company to withhold from shares of Common Stock to be issued pursuant to the
exercise of this option a number of shares with an aggregate fair market value
(determined as of the date the withholding is effected) that would satisfy the
withholding amount due with respect to such exercise; or (b) transferring to the
Company shares of Common Stock owned by the Holder with an aggregate Fair Market
Value that would satisfy the withholding amount due. The Holder further agrees
that, if the Company does not withhold an amount from the Holder's wages
sufficient to satisfy the Company's withholding obligation, the Holder will
reimburse the Company on demand, in cash, for the amount underwithheld.
9. Notice. Any notice to be given to the Company hereunder shall be
deemed sufficient if addressed to the Company and delivered to the office of the
company, 805 Middlesex Turnpike, Billerica, Massachusetts 01821, attention of
the chief financial officer, or such other address as the Company may hereafter
designate.
Any notice to be given to the Holder hereunder shall be deemed
sufficient if addressed to and delivered in person to the Holder at his address
furnished to the Company or when deposited in the mail, postage prepaid,
addressed to the Holder at such address.
10. Government and Other Regulations; Governing Law. This option is
subject to all laws, regulations and orders of any governmental authority which
may be applicable thereto and, notwithstanding any of the provisions hereof, the
Holder agrees that he will not exercise the option granted hereby nor will the
Company be obligated to issue any shares of stock hereunder if the exercise
thereof or the issuance of such shares, as the case may be, would constitute a
violation by the Holder or the Company of any such law, regulation or order or
any provision thereof. Without limiting the generality of the foregoing, the
Company shall not be obligated to issue any such shares if in the Company's sole
judgment to do so would cause the Company or such issue not to be in compliance
with the requirements of Rule 504 promulgated under the Securities Act. The
Company shall not be obligated to take any affirmative action in order to cause
the exercise of this option or the issuance of shares pursuant hereto to comply
with any such law, regulation, order or provision.
This option shall be governed by and construed in accordance with the
laws of the Commonwealth of Massachusetts.
12. Effective Date. This option shall be effective on the Effective
Date set forth on Schedule A hereof.
13. Amendments. This option may be amended at any time with the consent
of the Holder and the Company.
* * * * *
5
<PAGE>
IN WITNESS WHEREOF, the Company has caused this option to be executed
as an instrument under seal as of the Effective Date.
PRI Automation, Inc.
By: /s/ PRI Automation, Inc.
-------------------------------------
Title:
The undersigned Holder acknowledges receipt of this option and Schedule
A hereto and agrees to the terms of the option.
/s/ Paul Sutton
----------------------------------------
Paul Sutton
6
<PAGE>
SCHEDULE A
----------
PRI AUTOMATION, INC.
--------------------
Nonqualified Stock Option
1. Name of Holder: Paul Sutton
2. Effective Date: October 29, 1997
3. Maximum Number of shares for which this Option is exercisable: 33,225
4. Exercise (purchase) price per share: $39.125
5. Vesting Start Date: October 1, 1997
6. Expiration Date: October 29, 2003
7. Vesting Schedule: This option shall become exercisable for 5% of the
Maximum Number of shares purchasable hereunder on January 1, 1998 and
for an additional 5% of the Maximum Number of shares purchasable
hereunder at the end of every 3 months thereafter.
7
<PAGE>
EXHIBIT 4.7
INTERVAL LOGIC CORPORATION
1995 STOCK OPTION PLAN
----------------------
ARTICLE ONE
GENERAL PROVISIONS
------------------
I. PURPOSE OF THE PLAN
This 1995 Stock Option Plan is intended to promote the interests of
Interval Logic Corporation, a California corporation, by providing eligible
persons with the opportunity to acquire a proprietary interest, or otherwise
increase their proprietary interest, in the Corporation as an incentive for them
to remain in the service of the Corporation.
Capitalized terms herein shall have the meanings assigned to such terms
in the attached Appendix.
II. ADMINISTRATION OF THE PLAN
A. The Plan shall be administered by the Board. However, any or all
administrative functions otherwise exercisable by the Board may be delegated to
the Committee. Members of the Committee shall serve for such period of time as
the Board may determine and shall be subject to removal by the Board at any
time. The Board may also at any time terminate the functions of the Committee
and reassume all powers and authority previously delegated to the Committee.
B. The Plan Administrator shall have full power and authority (subject
to the provisions of the Plan) to establish such rules and regulations as it may
deem appropriate for proper administration of the Plan and to make such
determinations under, and issue such interpretations of, the Plan and any
outstanding options as it may deem necessary or advisable. Decisions of the Plan
Administrator shall be final and binding on all parties who have an interest in
the Plan or any option or shares issued thereunder.
III. ELIGIBILITY
A. The persons eligible to receive option grants under the Plan are as
follows:
(i) Employees,
<PAGE>
(ii) non-employee members of the Board or the non-employee members
of the board of directors of any Parent or Subsidiary, and
(iii) consultants who provide services to the Corporation (or any
Parent or Subsidiary).
B. The Plan Administrator shall have full authority to determine which
eligible persons are to receive option grants under the Plan, the time or times
when such option grants are to be made, the number of shares to be covered by
each such grant, the status of the granted option as either an Incentive Option
or a Non-Statutory Option, the time or times at which each option is to become
exercisable, the vesting schedule (if any) applicable to the option shares and
the maximum term for which the option is to remain outstanding.
IV. STOCK SUBJECT TO THE PLAN
A. The stock issuable under the Plan shall be shares of authorized but
unissued or reacquired Common Stock. The maximum number of shares of Common
Stock which may be issued over the term of the Plan shall not exceed 598,125
shares.
B. Shares of Common Stock subject to outstanding options shall be
available for subsequent issuance under the Plan to the extent (i) the options
expire or terminate for any reason prior to exercise in full or (ii) the options
are canceled in accordance with the cancellation-regrant provisions of Article
Two. All shares issued under the Plan, whether or not those shares are
subsequently repurchased by the Corporation pursuant to its repurchase rights
under the Plan, shall reduce on a share-for-share basis the number of shares of
Common Stock available for subsequent issuance under the Plan.
C. Should any change be made to the Common Stock by reason of any stock
split, stock dividend, recapitalization, combination of shares, exchange of
shares or other change affecting the outstanding Common Stock as a class without
the Corporation's receipt of consideration, appropriate adjustments shall be
made to (i) the maximum number and/or class of securities issuable under the
Plan and (ii) the number and/or class of securities and the exercise price per
share in effect under each outstanding option in order to prevent the dilution
or enlargement of benefits thereunder. The adjustments determined by the Plan
Administrator shall be final, binding and conclusive. In no event shall any such
adjustments be made in connection with the conversion of one or more outstanding
shares of the Corporation's preferred stock into shares of Common Stock.
ARTICLE TWO
OPTION GRANT PROGRAM
--------------------
I. OPTION TERMS
2
<PAGE>
Each option shall be evidenced by one or more documents in the form
approved by the Plan Administrator; provided, however, that each such document
--------
shall comply with the terms specified below. Each document evidencing an
Incentive Option shall, in addition, be subject to the provisions of the Plan
applicable to such options.
A. Exercise Price.
--------------
1. The exercise price per share shall be fixed by the Plan
Administrator in accordance with the following provisions:
(i) The exercise price per share shall not be less than eighty-
five percent (85%) of the Fair Market Value per share of Common Stock on
the option grant date.
(ii) If the person to whom the option is granted is a 10%
Shareholder, then the exercise price per share shall not be less than one
hundred ten percent (110%) of the Fair Market Value per share of Common
Stock on the option grant date.
2. The exercise price shall become immediately due upon exercise of
the option and shall, subject to the provisions of Section I of Article Three
and the documents evidencing the option, be payable in cash or check made
payable to the Corporation. Should the Common Stock be registered under Section
12(g) of the 1934 Act at the time the option is exercised, then the exercise
price may also be paid as follows:
(i) in shares of Common Stock held for the requisite period
necessary to avoid a charge to the Corporation's earnings for financial
reporting purposes and valued at Fair Market Value on the Exercise Date, or
(ii) to the extent the option is exercised for vested shares,
through a special sale and remittance procedure pursuant to which the
Optionee shall concurrently provide irrevocable written instructions (a) to
a Corporation-designated brokerage firm to effect the immediate sale of the
purchased shares and remit to the Corporation, out of the sale proceeds
available on the settlement date, sufficient funds to cover the aggregate
exercise price payable for the purchased shares plus all applicable
Federal, state and local income and employment taxes required to be
withheld by the Corporation by reason of such exercise and (b) to the
Corporation to deliver the certificates for the purchased shares directly
to such brokerage firm in order to complete the sale.
Except to the extent such sale and remittance procedure is utilized,
payment of the exercise price for the purchased shares must be made on the
Exercise Date.
3
<PAGE>
B. Exercise and Term of Options. Each option shall be exercisable at
----------------------------
such time or times, during such period and for such number of shares as shall be
determined by the Plan Administrator and set forth in the documents evidencing
the option. However, no option shall have a term in excess of ten (10) years
measured from the option grant date.
C. Effect of Termination of Service. The following provisions shall
--------------------------------
govern the exercise of any options held by the Optionee at the time of cessation
of Service or death:
(i) Should the Optionee cease to remain in Service for any reason
other than Disability or death, then the Optionee shall have a period of
three (3) months following the date of such cessation of Service during
which to exercise each outstanding option held by such Optionee.
(ii) Should such Service terminate by reason of Disability, then
the Optionee shall have a period of six (6) months following the date of
such cessation of Service during which to exercise each outstanding option
held by such Optionee. However, should such Disability be deemed to
constitute Permanent Disability, then the period during which each
outstanding option held by the Optionee is to remain exercisable shall be
extended by an additional six (6) months so that the exercise period shall
be the twelve (12)-month period following the date of the Optionee's
cessation of Service by reason of such Permanent Disability.
(iii) Should the Optionee die while holding one or more outstanding
options, then the personal representative of the Optionee's estate or the
person or persons to whom the option is transferred pursuant to the
Optionee's will or in accordance with the laws of descent and distribution
shall have a period of twelve (12) months following the date of the
Optionee's death during which to exercise each such option.
(iv) Under no circumstances, however, shall any such option be
exercisable after the specified expiration of the option term.
(v) During the applicable post-Service exercise period, the
option may not be exercised in the aggregate for more than the number of
vested shares for which the option is exercisable on the date of the
Optionee's cessation of Service. Upon the expiration of the applicable
exercise period or (if earlier) upon the expiration of the option term, the
option shall terminate and cease to be outstanding for any vested shares
for which the option has not been exercised. However, the option shall,
immediately upon the Optionee's cessation of Service, terminate and cease
to be outstanding to the extent it is not exercisable for vested shares on
the date of such cessation of Service.
D. Shareholder Rights. The holder of an option shall have no
------------------
shareholder rights with respect to the shares subject to the option until such
person shall have exercised the option, paid the exercise price and become a
holder of record of the purchased shares.
4
<PAGE>
E. Unvested Shares. The Plan Administrator shall have the discretion to
---------------
grant options which are exercisable for unvested shares of Common Stock under
the Plan. Should the Optionee cease Service while holding such unvested shares,
the Corporation shall have the right to repurchase, at the exercise price paid
per share, all or (at the discretion of the Corporation and with the consent of
the Optionee) any of those unvested shares. The terms upon which such repurchase
right shall be exercisable (including the period and procedure for exercise and
the appropriate vesting schedule for the purchased shares) shall be established
by the Plan Administrator and set forth in the document evidencing such
repurchase right. The Plan Administrator may not impose a vesting schedule upon
any option grant or any shares of Common Stock subject to the option which is
more restrictive than twenty percent (20%) per year vesting, with the initial
vesting to occur one (1) year after the option grant date. However, this minimum
vesting requirement shall not be applicable with respect to any option granted
to a Highly-Compensated Person.
F. First Refusal Rights. Until such time as the Common Stock is first
--------------------
registered under Section 12(g) of the 1934 Act, the Corporation shall have the
right of first refusal with respect to any proposed disposition by the Optionee
(or any successor in interest) of any shares of Common Stock issued under the
Plan. Such right of first refusal shall be exercisable in accordance with the
terms established by the Plan Administrator and set forth in the document
evidencing such right.
G. Limited Transferability of Options. During the lifetime of the
----------------------------------
Optionee, the option shall be exercisable only by the Optionee and shall not be
assignable or transferable other than by will or by the laws of descent and
distribution following the Optionee's death. However, a Non-Statutory Option may
be assigned in whole or in part during Optionee's lifetime in accordance with
the terms of a Qualified Domestic Relations Order. The assigned portion may only
be exercised by the person or persons who acquire a proprietary interest in the
option pursuant to such Qualified Domestic Relations Order. The terms applicable
to the assigned portion shall be the same as those in effect for the option
immediately prior to such assignment and shall be set forth in such documents
issued to the assignee as the Plan Administrator may deem appropriate.
H. Withholding. The Corporation's obligation to deliver shares of
-----------
Common Stock upon the exercise of any options granted under the Plan shall be
subject to the satisfaction of all applicable Federal, state and local income
and employment tax withholding requirements.
II. INCENTIVE OPTIONS
The terms specified below shall be applicable to all Incentive Options.
Except as modified by the provisions of this Section II, all the provisions of
the Plan shall be applicable to Incentive Options. Options which are
specifically designated as Non-Statutory Options shall not be subject to the
terms of Section II.
5
<PAGE>
A. Eligibility. Incentive Options may only be granted to Employees.
-----------
B. Exercise Price. The exercise price per share shall not be less than
--------------
one hundred percent (100%) of the Fair Market Value per share of Common Stock on
the option grant date.
C. Dollar Limitation. The aggregate Fair Market Value of the shares of
-----------------
Common Stock (determined as of the respective date or dates of grant) for which
one or more options granted to any Employee under the Plan (or any other option
plan of the Corporation or any Parent or Subsidiary) may for the first time
become exercisable as Incentive Options during any one (1) calendar year shall
not exceed the sum of One Hundred Thousand Dollars ($100,000). To the extent the
Employee holds two (2) or more such options which become exercisable for the
first time in the same calendar year, the foregoing limitation on the
exercisability of such options as Incentive Options shall be applied on the
basis of the order in which such options are granted.
D. 10% Shareholder. If any Employee to whom an Incentive Option is
---------------
granted is a 10% Shareholder, then the option term shall not exceed five (5)
years measured from the option grant date.
III. CORPORATE TRANSACTION
A. In the event of any Corporate Transaction, each outstanding option
shall terminate and cease to be outstanding, except to the extent assumed by the
successor corporation (or parent thereof) in connection with such Corporate
Transaction. In addition, all outstanding repurchase rights shall terminate
automatically in the event of any Corporate Transaction, except to the extent
the repurchase rights are assigned to the successor corporation (or parent
thereof) in connection with such Corporate Transaction.
B. Each option which is assumed in connection with a Corporate
Transaction shall be appropriately adjusted, immediately after such Corporate
Transaction, to apply to the number and class of securities which would have
been issuable to the Optionee in the consummation of such Corporate Transaction,
had the option been exercised immediately prior to such Corporate Transaction.
Appropriate adjustments shall also be made to (i) the number and class of
securities available for issuance under the Plan following the consummation of
such Corporate Transaction and (ii) the exercise price payable per share under
each outstanding option, provided the aggregate exercise price payable for such
--------
securities shall remain the same.
C. The grant of options under the Plan shall in no way affect the right
of the Corporation to adjust, reclassify, reorganize or otherwise change its
capital or business structure or to merge, consolidate, dissolve, liquidate or
sell or transfer all or any part of its business or assets.
6
<PAGE>
IV. CANCELLATION AND REGRANT OF OPTIONS
The Plan Administrator shall have the authority to effect, at any time
and from time to time, with the consent of the affected option holders, the
cancellation of any or all outstanding options under the Plan and to grant in
substitution therefor new options covering the same or different number of
shares of Common Stock but with an exercise price per share based on the Fair
Market Value per share of Common Stock on the new option grant date.
ARTICLE THREE
MISCELLANEOUS
-------------
I. FINANCING
The Plan Administrator may permit any Optionee to pay the option
exercise price by delivering a promissory note payable in one or more
installments. The terms of any such promissory note (including the interest rate
and the terms of repayment) shall be established by the Plan Administrator in
its sole discretion. Promissory notes may be authorized with or without security
or collateral. In all events, the maximum credit available to the Optionee may
not exceed the sum of (i) the aggregate option exercise price payable for the
---
purchased shares plus (ii) any Federal, state and local income and employment
tax liability incurred by the Optionee in connection with the option exercise.
II. ADDITIONAL AUTHORITY
A. The Plan Administrator shall have the discretion, exercisable either
at the time an option is granted or at any time while the option remains
outstanding, to extend the period of time for which the option is to remain
exercisable following the Optionee's cessation of Service or death from the
limited period otherwise in effect for that option to such greater period of
time as the Plan Administrator shall deem appropriate, but in no event beyond
the expiration of the option term.
III. EFFECTIVE DATE AND TERM OF THE PLAN
A. The Plan shall become effective when adopted by the Board, but no
option granted under the Plan may be exercised until the Plan is approved by the
Corporation's shareholders. If such shareholder approval is not obtained within
twelve (12) months after the date of the Board's adoption of the Plan, then all
options previously granted under the Plan shall terminate and cease to be
outstanding, and no further options shall be granted. Subject to such
limitation, the Plan Administrator may grant options under the Plan at any time
after the effective date of the Plan and before the date fixed herein for
termination of the Plan.
7
<PAGE>
B. The Plan shall terminate upon the earliest of (i) the expiration of
--------
the ten (10)-year period measured from the date the Plan is adopted by the
Board, (ii) the date on which all shares available for issuance under the Plan
shall have been issued or (iii) the termination of all outstanding options in
connection with a Corporate Transaction. Upon such Plan termination, all options
and unvested stock issuances outstanding under the Plan shall continue to have
full force and effect in accordance with the provisions of the documents
evidencing such options or issuances.
IV. AMENDMENT OF THE PLAN
A. The Board shall have complete and exclusive power and authority to
amend or modify the Plan in any or all respects. However, no such amendment or
modification shall, without the consent of the Optionees, adversely affect their
rights and obligations under their outstanding options. In addition, the Board
shall not, without the approval of the Corporation's shareholders, (i) increase
the maximum number of shares issuable under the Plan, except for permissible
adjustments in the event of certain changes in the Corporation's capitalization,
(ii) materially modify the eligibility requirements for Plan participation or
(iii) materially increase the benefits accruing to Plan participants.
B. Options may be granted under the Plan to purchase shares of Common
Stock in excess of the number of shares then available for issuance under the
Plan, provided any such options actually granted may not be exercised until
there is obtained shareholder approval of an amendment sufficiently increasing
the number of shares of Common Stock available for issuance under the Plan. If
such shareholder approval is not obtained within twelve (12) months after the
date the excess grants are first made, then any options granted on the basis of
such excess shares shall terminate and cease to be outstanding.
V. USE OF PROCEEDS
Any cash proceeds received by the Corporation from the sale of shares
of Common Stock under the Plan shall be used for general corporate purposes.
VI. REGULATORY APPROVALS
The implementation of the Plan, the granting of any options under the
Plan and the issuance of any shares of Common Stock upon the exercise of any
option shall be subject to the Corporation's procurement of all approvals and
permits required by regulatory authorities having jurisdiction over the Plan,
the options granted under it and the shares of Common Stock issued pursuant to
it.
8
<PAGE>
VII. NO EMPLOYMENT OR SERVICE RIGHTS
Nothing in the Plan shall confer upon the Optionee any right to
continue in Service for any period of specific duration or interfere with or
otherwise restrict in any way the rights of the Corporation (or any Parent or
Subsidiary employing or retaining Optionee) or of the Optionee, which rights are
hereby expressly reserved by each, to terminate the Optionee's Service at any
time for any reason, with or without cause.
VIII. FINANCIAL REPORTS
The Corporation shall deliver a balance sheet and an income statement
at least annually to each individual holding an outstanding option under the
Plan, unless such individual is a key Employee whose duties in connection with
the Corporation (or any Parent or Subsidiary) assure such individual access to
equivalent information.
9
<PAGE>
APPENDIX
--------
The following definitions shall be in effect under the Plan:
A. Board shall mean the Corporation's Board of Directors.
-----
B. Code shall mean the Internal Revenue Code of 1986, as amended.
----
C. Committee shall mean a committee of two (2) or more Board
---------
members appointed by the Board to exercise one or more administrative functions
under the Plan.
D. Common Stock shall mean the Corporation's common stock.
------------
E. Corporate Transaction shall mean either of the following
---------------------
shareholder-approved transactions to which the Corporation is a party:
(i) a merger or consolidation in which securities
possessing more than fifty percent (50%) of the total combined voting
power of the Corporation's outstanding securities are transferred to a
person or persons different from the persons holding those securities
immediately prior to such transaction, or
(ii) the sale, transfer or other disposition of all or
substantially all of the Corporation's assets in complete liquidation
or dissolution of the Corporation.
F. Corporation shall mean Interval Logic Corporation, a California
-----------
corporation.
G. Disability shall mean the inability of the Optionee to engage in
----------
any substantial gainful activity by reason of any medically determinable
physical or mental impairment and shall be determined by the Plan Administrator
on the basis of such medical evidence as the Plan Administrator deems warranted
under the circumstances. Disability shall be deemed to constitute Permanent
Disability in the event that such Disability is expected to result in death or
has lasted or can be expected to last for a continuous period of twelve (12)
months or more.
H. Domestic Relations Order shall mean any judgment, decree or order
------------------------
(including approval of a property settlement agreement) which provides or
otherwise conveys, pursuant to applicable State domestic relations laws
(including community property laws), marital property rights to any spouse or
former spouse of the Optionee.
A-1
<PAGE>
I. Employee shall mean an individual who is in the employ of the
--------
Corporation (or any Parent or Subsidiary), subject to the control and direction
of the employer entity as to both the work to be performed and the manner and
method of performance.
J. Exercise Date shall mean the date on which the Corporation shall
-------------
have received written notice of the option exercise.
K. Fair Market Value per share of Common Stock on any relevant date
-----------------
shall be determined in accordance with the following provisions:
(i) If the Common Stock is at the time traded on the Nasdaq
National Market, then the Fair Market Value shall be the closing
selling price per share of Common Stock on the date in question, as
such price is reported by the National Association of Securities
Dealers on the Nasdaq National Market or any successor system. If
there is no closing selling price for the Common Stock on the date in
question, then the Fair Market Value shall be the closing selling
price on the last preceding date for which such quotation exists.
(ii) If the Common Stock is at the time listed on any Stock
Exchange, then the Fair Market Value shall be the closing selling
price per share of Common Stock on the date in question on the Stock
Exchange determined by the Plan Administrator to be the primary market
for the Common Stock, as such price is officially quoted in the
composite tape of transactions on such exchange. If there is no
closing selling price for the Common Stock on the date in question,
then the Fair Market Value shall be the closing selling price on the
last preceding date for which such quotation exists.
(iii) If the Common Stock is at the time neither listed on
any Stock Exchange nor traded on the Nasdaq National Market, then the
Fair Market Value shall be determined by the Plan Administrator after
taking into account such factors as the Plan Administrator shall deem
appropriate.
L. Highly-Compensated Employee shall mean an Optionee (i) whose
---------------------------
compensation per calendar year from the Corporation (or any Parent or
Subsidiary) equals or exceeds Sixty Thousand Dollars ($60,000) in the aggregate
and (ii) who has previously received one or more option grants under the Plan.
M. Incentive Option shall mean an option which satisfies the
----------------
requirements of Code Section 422.
N. 1934 Act shall mean the Securities Exchange Act of 1934, as
--------
amended.
A-2
<PAGE>
O. Non-Statutory Option shall mean an option not intended to satisfy
--------------------
the requirements of Code Section 422.
P. Optionee shall mean any person to whom an option is granted under
--------
the Plan.
Q. Parent shall mean any corporation (other than the Corporation) in
------
an unbroken chain of corporations ending with the Corporation, provided each
corporation in the unbroken chain (other than the Corporation) owns, at the time
of the determination, stock possessing fifty percent (50%) or more of the total
combined voting power of all classes of stock in one of the other corporations
in such chain.
R. Plan shall mean the Corporation's 1995 Stock Option Plan, as set
----
forth in this document.
S. Plan Administrator shall mean either the Board or the Committee,
------------------
to the extent the Committee is at the time responsible for the administration of
the Plan.
T. Qualified Domestic Relations Order shall mean a Domestic
----------------------------------
Relations Order which substantially complies with the requirements of Code
Section 414(p). The Plan Administrator shall have the sole discretion to
determine whether a Domestic Relations Order is a Qualified Domestic Relations
Order.
U. Service shall mean the provision of services to the Corporation
-------
(or any Parent or Subsidiary) by a person in the capacity of an Employee, a
non--employee member of the board of directors or a consultant, except to the
extent otherwise specifically provided in the documents evidencing the option
grant.
V. Stock Exchange shall mean either the American Stock Exchange or
--------------
the New York Stock Exchange.
W. Subsidiary shall mean any corporation (other than the
----------
Corporation) in an unbroken chain of corporations beginning with the
Corporation, provided each corporation (other than the last corporation) in the
unbroken chain owns, at the time of the determination, stock possessing fifty
percent (50%) or more of the total combined voting power of all classes of stock
in one of the other corporations in such chain.
X. 10% Shareholder shall mean the owner of stock (as determined
---------------
under Code Section 424(d)) possessing more than ten percent (10%) of the total
combined voting power of all classes of stock of the Corporation (or any Parent
or Subsidiary).
A-3
<PAGE>
EXHIBIT 5.1
[LETTERHEAD OF FOLEY, HOAG & ELIOT LLP]
November 26, 1997
PRI Automation, Inc.
805 Middlesex Turnpike
Billerica, Massachusetts 01821
Ladies and Gentlemen:
We are familiar with the Registration Statement on Form S-8 (the "S-8
Registration Statement") filed today by PRI Automation, Inc., a Massachusetts
corporation (the "Company"), with the Securities and Exchange Commission under
the Securities Act of 1933, as amended. The S-8 Registration Statement relates
to the proposed offering by the Company of 158,345 shares (the "Shares") of its
Common Stock, $0.01 par value per share ("Common Stock"), issuable pursuant to
the following plans and agreements: (a) Nonqualified Stock Option granted by the
Company to Mark Johnston dated October 29, 1997; (b) Nonqualified Stock Option
granted by the Company to Donald A. Rosenthal dated October 29, 1997; (c)
Nonqualified Stock Option granted by the Company to Paul Sutton dated October
29, 1997; and (d) Interval Logic Corporation 1995 Stock Option Plan
(collectively, the "Plans").
In arriving at the opinions expressed below, we have examined and
relied on the following documents: (a) the Restated Articles of Organization of
the Company, as amended, and the Amended and Restated By-Laws of the Company;
(b) the records of meetings and consents of the Board of Directors and
stockholders of the Company provided to us by the Company; and (c) the Plans. In
addition, we have examined and relied on the originals or copies certified or
otherwise identified to our satisfaction of all such corporate records of the
Company and such other instruments and other certificates of public officials,
officers and representatives of the Company and such other persons, and we have
made such investigations of law, as we have deemed appropriate as a basis for
the opinions expressed below.
<PAGE>
PRI Automation, Inc.
November 26, 1997
Page 2
Based upon the foregoing, it is our opinion that:
1. the Company has corporate power adequate for the issuance of the Shares
in accordance with the S-8 Registration Statement;
2. the Company has taken all necessary corporate action required to
authorize the issuance and sale of the Shares; and
3. when certificates for the Shares have been duly executed and
countersigned, and delivered against due receipt of the exercise price for the
Shares as described in the Plans and any options relating to such Plans, the
Shares will be validly and legally issued, fully paid and non-assessable.
We hereby consent to the filing of this opinion as an exhibit to the
S-8 Registration Statement.
Very truly yours,
FOLEY, HOAG & ELIOT LLP
By: /s/ William R. Kolb
----------------------------
A Partner
<PAGE>
EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
----------------------------------
We consent to the incorporation by reference in this registration statement of
PRI Automation, Inc. (the "Company") on Form S-8 of our report dated November 6,
1996, on our audit of the consolidated financial statements of the Company as of
September 30, 1996 and 1995, and for each of the three years in the period ended
September 30, 1996, which report is included in the Company's 1996 Annual Report
on Form 10-K.
Coopers & Lybrand L.L.P.
/s/ Coopers & Lybrand L.L.P.
------------------------------
Boston, Massachusetts
November 25, 1997
