As filed with the Securities and Exchange Commission on July 26, 1996.
Registration No. 333-_____________
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
ITI TECHNOLOGIES, INC.
(Exact name of issuer as specified in its charter)
DELAWARE 06-1340453
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
2266 NORTH SECOND STREET, NORTH SAINT PAUL, MINNESOTA 55109
(Address of Principal Executive Offices, including Zip Code)
ITI TECHNOLOGIES, INC.
NONEMPLOYEE DIRECTOR STOCK OPTION PLAN
(Full title of the plan)
THOMAS L. AUTH Copy to:
PRESIDENT AND CHIEF EXECUTIVE OFFICER MICHELE D. VAILLANCOURT
ITI TECHNOLOGIES, INC. WINTHROP & WEINSTINE
2266 NORTH SECOND STREET 3000 DAIN BOSWORTH PLAZA
NORTH SAINT PAUL, MINNESOTA 55109 60 SOUTH SIXTH STREET
(Name and address of agent for service) MINNEAPOLIS, MINNESOTA 55402
(612) 347-0700
(612) 777-2690
(Telephone number, including area code, of agent for service)
Approximate date of commencement of proposed sale:
FROM TIME TO TIME AFTER THE EFFECTIVE DATE OF THIS REGISTRATION STATEMENT.
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
===================================================================================================================================
TITLE OF PROPOSED PROPOSED
SECURITIES MAXIMUM MAXIMUM AMOUNT OF
TO BE AMOUNT TO OFFERING PRICE AGGREGATE REGISTRATION
REGISTERED BE REGISTERED PER SHARE OFFERING PRICE FEE
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, $.01 par value 75,000 shares $31.50 (1) $2,362,500 (1) $815
- -----------------------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) Estimated solely for the purpose of determining the registration fee
pursuant to Rule 457(c), based upon the quotations for such Common Stock
on July 23, 1996, as reported on the NASDAQ National Market.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The documents containing the information specified in this Part I will be
sent or given to participants as specified by Rule 428(b)(1). Such documents
need not be filed with the Securities and Exchange Commission either as part of
this registration statement or as prospectuses or prospectus supplements
pursuant to Rule 424. Such documents and the documents incorporated by reference
in this registration statement pursuant to Item 3 of Part II of this form, taken
together, constitute a prospectus that meets the requirements of Section 10(a)
of the Securities Act of 1933 (the "Act").
ITEM 1. PLAN INFORMATION.
ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents are incorporated herein by reference:
a. The Company's annual report on Form 10-K for the year ended December
31, 1995 which contains audited financial statements for the Company's fiscal
year ended December 31, 1995.
b. The Company's quarterly report on Form 10-Q for the three months ended
March 31, 1996 and all other reports filed by the Company with the Securities
and Exchange Commission since December 31, 1995, pursuant to Sections 13 or
15(d) of the Securities Exchange Act of 1934 (the "Exchange Act").
c. Description of the Company's Securities, contained in the Company's
Registration Statement on Form S-1 (Registration No. 33-84328), as incorporated
by reference into the Company's Registration Statement on Form 8-A (File No.
0-24900), filed with the Securities and Exchange Commission.
d. All documents filed by the Company pursuant to Sections 13(a), 13(c),
14 and 15(d) of the Exchange Act subsequent to the date of this registration
statement and prior to the filing of a post-effective amendment which indicates
that all securities offered hereby have been sold or which deregisters all such
securities then remaining to be sold.
ITEM 4. DESCRIPTION OF SECURITIES.
The common stock, $.01 par value, (the "Common Stock") of the Company
offered pursuant to this registration statement is registered under Section
12(g) of the Exchange Act. The description of the Company's Common Stock is
incorporated by reference pursuant to Item 3.c. above.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Company is organized under The General Corporation Law of the State of
Delaware, Title 8 of the Delaware Code (1984). Pursuant to Section 145 of Title
8 of the Delaware Code, the Company may provide and has provided in its
Certificate of Incorporation that its current and former officers, directors,
employees and agents be indemnified to the fullest extent permitted if they act
in good faith and in a manner they reasonably believe to be in or not opposed to
the best interests of the Company.
Such indemnification may cover liabilities under the Act.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
EXHIBIT
NUMBER DESCRIPTION PAGE
5.1 Opinion of Winthrop & Weinstine, P.A. as to the
legality of Common Stock of the Company ........
23.1 Consent of Coopers & Lybrand
L.L.P...........................................
23.2 Consent of Winthrop & Weinstine, P.A. [included
in its opinion filed as Exhibit 5.1]. ..........
24.1 Powers of Attorney [included as part of
signature page].
99.1 ITI Technologies, Inc. Nonemployee Director
Stock Option Plan................................
ITEM 9. UNDERTAKINGS.
(A) RULE 415 OFFERING.
The undersigned registrant hereby undertakes:
(1) 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 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; and
(iii) To include any material information with respect to the plan
of distribution not previously disclosed in the registration
statement or any material change to such information in the
registration statement.
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
apply if the registration statement is on Form S-3, Form S-8, or
Form F-3 and 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 in the registration statement.
(2) That for the purpose of determining 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
therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.
(B) FILINGS INCORPORATING SUBSEQUENT EXCHANGE ACT DOCUMENTS BY REFERENCE.
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 therein, and the offering of
such securities at that time shall be deemed to be the initial bona fide
offering thereof.
(H) STATEMENT REQUIRED IN CONNECTION WITH FILING OF REGISTRATION STATEMENT ON
FORM S-8.
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.
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 North Saint Paul, State of Minnesota on July 23,
1996.
ITI TECHNOLOGIES, INC.
By /s/ Thomas L. Auth
Thomas L. Auth
President and Chief Executive Officer
POWER OF ATTORNEY
Each person whose signature appears below hereby constitutes and appoints
Thomas L. Auth and W. Wallace McDowell, Jr., or either of them, such person's
true and lawful attorney-in-fact and agent with full power of substitution and
resubstitution for such person and in such person's name, place and stead, in
any and all capacities, to sign any or all amendments (including post-effective
amendments) to this Registration Statement, and to file the same, with all
exhibits hereto and other 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 requisite and necessary to be done in and about the premises, as fully to
all intents and purposes as such person might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents, or either
of them, or their substitute or substitutes, 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/ Thomas L. Auth President, Chief Executive Officer, July 23, 1996
- ---------------------------------------- and Director
Thomas L. Auth (Principal Executive Officer and
Principal Financial Officer)
/s/ W. Wallace McDowell, Jr. Chairman of the Board and Director July 23, 1996
- ----------------------------------------
W. Wallace McDowell, Jr.
/s/ William C. Ughetta, Jr. Assistant Secretary and Director July 23, 1996
- ----------------------------------------
William C. Ughetta, Jr.
/s/ Sangwoo Ahn Director July 23, 1996
- ----------------------------------------
Sangwoo Ahn
/s/ Walter Barry Director July 23, 1996
- ----------------------------------------
Walter Barry
/s/ Perry J. Lewis Director July 23, 1996
- ----------------------------------------
Perry J. Lewis
/s/ Jack A. Reichert Vice President Finance (Principal July 23, 1996
- ---------------------------------------- Accounting Officer)
Jack A. Reichert
</TABLE>
WINTHROP & WEINSTINE, P.A. Exhibit 5.1
3000 Dain Bosworth Plaza
60 South Sixth Street
Minneapolis, Minnesota 55402
July 24, 1996
ITI Technologies, Inc.
2266 North Second Street
North Saint Paul, Minnesota 55109
Re: Registration Statement on Form S-8
ITI Techonologies, Inc. Nonemployee Director Stock Option Plan
75,000 Shares
Gentlemen:
We have acted as legal counsel for ITI Technologies, Inc. (the "Company") in
connection with the preparation of a Registration Statement on Form S-8 (the
"Registration Statement") to be filed with the Securities and Exchange
Commission relating to the registration under the Securities Act of 1933, as
amended, of 75,000 shares (the "Shares") of common stock, par value $.01 per
share (the "Common Stock"), to be issued under the ITI Technologies, Inc.
Nonemployee Director Stock Option Plan, in the manner set forth in the
Registration Statement.
In connection therewith, we have examined (a) the Certificate of Incorporation
and Bylaws of the Company, both as amended to date; (b) the corporate
proceedings of the Company relative to its organization and to the authorization
and issuance of the Shares; and (c) the Registration Statement. In addition to
such examination, we have reviewed such other proceedings, documents and records
and have ascertained or verified such additional facts as we deem necessary or
appropriate for purposes of this opinion.
Based upon the foregoing, we are of the opinion that:
1. The Company has been legally incorporated and is validly existing under
the laws of the State of Delaware.
2. All necessary corporate action has been taken by the Company to authorize
the issuance of the Shares.
3. The Shares are validly authorized by the Company's Certificate of
Incorporation, as amended, and when issued and paid for as contemplated in
the Registration Statement, will be validly issued, fully paid, and
non-assessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
WINTHROP & WEINSTINE, P.A.
By - /s/ Michele D. Vaillancourt
Michele D. Vaillancourt
EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in the registration statement
of ITI Technologies, Inc. on Form S-8 of our reports dated February 15, 1996, on
our audits of the consolidated financial statements and financial statement
schedule of ITI Technologies, Inc. as of December 31, 1994 and 1995, and for the
years ended December 31, 1993, 1994 and 1995, which reports are included in the
Annual Report on Form 10-K for the year ended December 31, 1995.
/s/ Coopers & Lybrand L.L.P.
COOPERS & LYBRAND L.L.P.
Minneapolis, Minnesota
July 25, 1996
Exhibit 99.1
ITI TECHNOLOGIES, INC.
NONEMPLOYEE DIRECTOR STOCK OPTION PLAN
I. PURPOSE
The ITI Technologies, Inc. Nonemployee Director Stock Option Plan
(the "Plan") provides for the grant of Stock Options to Nonemployee Directors of
ITI Technologies, Inc. (the "Company") in order to advance the interests of the
Company through the motivation, attraction and retention of its Nonemployee
Directors.
II. NON-INCENTIVE STOCK OPTIONS
The Stock Options granted under the Plan shall be nonstatutory stock
options ("NSOs") which are intended to be options that do not qualify as
"incentive stock options" under Section 422 of the Internal Revenue Code of
1986, as amended (the "Code").
III. ADMINISTRATION
3.1 Committee. The Plan shall be administered by the Board of
Directors of the Company (the "Board") or by a committee of two or more
directors (the "Committee"), the members of which shall be selected by the
Board. The Committee or the Board, as the case may be, shall have full authority
to administer the Plan, including authority to interpret and construe any
provision of the Plan and any Stock Option granted thereunder, and to adopt such
rules and regulations for administering the Plan as it may deem necessary in
order to comply with the requirements of the Code or in order to conform to any
regulation or to any change in any law or regulation applicable thereto. The
Board may reserve to itself any of the authority granted to the Committee as set
forth herein, and it may perform and discharge all of the functions and
responsibilities of the Committee at any time that a duly constituted Committee
is not appointed and serving. All references in this Plan to the "Committee"
shall be deemed to refer to the Board whenever the Board is discharging the
powers and responsibilities of the Committee.
3.2 Actions of Committee. All actions taken and all interpretations
and determinations made by the Committee in good faith (including determinations
of Fair Market Value) shall be final and binding upon all Participants, the
Company and all other interested persons. No member of the Committee shall be
personally liable for any action, determination or interpretation made in good
faith with respect to the Plan, and all members of the Committee shall, in
addition to their rights as directors, be fully protected by the Company with
respect to any such action, determination or interpretation.
IV. DEFINITIONS
4.1 "Stock Option." A Stock Option is the right granted under the
Plan to a Nonemployee Director to purchase, at such time or times and at such
price or prices ("Option Price") as are determined pursuant to the Plan, the
number of shares of Common Stock determined pursuant to the Plan.
4.2 "Common Stock." A share of Common Stock means a share of
authorized but unissued or reacquired Common Stock ($.01 per share par value) of
the Company.
4.3 "Fair Market Value." If the Common Stock is traded publicly, the
Fair Market Value of a share of Common Stock on any date shall be the average of
the representative closing bid and asked prices, as quoted by the National
Association of Securities Dealers, Inc. through Nasdaq (its automated system for
reporting quotes), for the date in question or, if the Common Stock is quoted on
the Nasdaq National Market or is listed on a national stock exchange, the
officially quoted closing price on the Nasdaq National Market or such exchange,
as the case may be, on the date in question. If the Common Stock is not traded
publicly, the Fair Market Value of a share of Common Stock on any date shall be
determined, in good faith, by the Board or the Committee after such consultation
with outside legal, accounting and other experts as the Board or the Committee
may deem advisable, and the Board or the Committee shall maintain a written
record of its method of determining such value.
4.4 "Nonemployee Director." A Nonemployee Director is a director of
the Company who is not also an employee of the Company.
4.5 "Participant." A Participant is a Nonemployee Director to whom a
Stock Option is granted.
4.6 "Date of Adoption." The Date of Adoption is February 3, 1995,
the date the Plan was adopted by the Board (subject to the approval of the
Company's stockholders).
V. OPTION GRANTS
5.1 Number of Shares. On the Date of Adoption, and upon the
subsequent initial election or initial appointment of a Nonemployee Director to
the Board (effective as of the date such person is elected or appointed to the
Board), each Nonemployee Director shall be granted stock options to purchase
7,500 shares of Common Stock (subject to adjustment pursuant to Section 6.2
hereof); provided, that no Nonemployee Director shall receive hereunder a Stock
Option to purchase more than 7,500 shares of Common Stock (subject to adjustment
pursuant to Section 6.2 hereof).
5.2 Price. The purchase price per share of Common Stock for the
shares to be purchased pursuant to the exercise of any Stock Option shall be
100% of the Fair Market Value of a share of Common Stock on the Date of Adoption
or on the date on which the Nonemployee Director receiving the Stock Option is
initially elected or initially appointed to the Board of Directors, as the case
may be.
5.3 Other Terms. Except for the limitations set forth in Sections
5.1 and 5.2, the terms and provisions of Stock Options shall be as determined
from time to time by the Committee, and each Stock Option issued may contain
terms and provisions different from other Stock Options granted to the same or
other Stock Option recipients. Each Stock Option shall be evidenced by a written
agreement ("Option Agreement") containing such terms and provisions as the
Committee may determine, subject to the provisions of the Plan.
VI. SHARES OF COMMON STOCK SUBJECT TO THE PLAN
6.1 Maximum Number. The maximum aggregate number of shares of Common
Stock that may be made subject to Stock Options shall be 75,000 authorized but
unissued shares. If any shares of Common Stock subject to Stock Options are not
purchased or otherwise paid for before such Stock Options expire, such shares
may again be made subject to Stock Options.
6.2 Capital Changes. In the event that the Committee shall determine
that any stock dividend, extraordinary cash dividend, recapitalization,
reorganization, merger, consolidation, split-up, spin-off, combination, exchange
of shares, warrants or rights offering to purchase Common Stock at a price
substantially below fair market value, or other similar corporate event affects
the Common Stock such that an adjustment is required in order to preserve the
benefits or potential benefits intended to be made available under this Plan,
then the Committee shall in its sole discretion, and in such manner as the
Committee may deem equitable, adjust any or all of (i) the number and kind of
shares which thereafter may be optioned and sold under the Plan, (ii) the number
and kind of shares subject to outstanding Stock Options, and (iii) the exercise
price with respect to any of the foregoing and/or, if deemed appropriate, make
provision for a cash payment to a Participant or a person who has an outstanding
Option; provided, however, that the number of shares subject to any Stock Option
shall always be a whole number.
VII. EXERCISE OF STOCK OPTIONS
7.1 Time of Exercise. Subject to the provisions of the Plan, the
Committee, in its discretion, shall determine the time when a Stock Option, or a
portion of a Stock Option, shall become exercisable, and the time when a Stock
Option, or a portion of a Stock Option, shall expire. Such time or times shall
be set forth in the Option Agreement evidencing such Stock Option. A Stock
Option shall expire, to the extent not exercised, no later than five years after
the date on which it was granted. The Committee may accelerate the vesting of
any Participant's Stock Option by giving written notice to the Participant. Upon
receipt of such notice, the Participant and the Company shall amend the Option
Agreement to reflect the new vesting schedule. The acceleration of the exercise
period of a Stock Option shall not affect the expiration date of that Stock
Option.
7.2 Exchange of Outstanding Stock. The Committee, in its sole
discretion, may permit a Participant to surrender to the Company shares of
Common Stock previously acquired by the Participant as part or full payment for
the exercise of a Stock Option. Such surrendered shares shall be valued at their
Fair Market Value on the date of exercise.
7.3 Stock Restriction Agreement. The Committee may provide that
shares of Common Stock issuable upon the exercise of a Stock Option shall, under
certain conditions, be subject to restrictions regarding the transfer or
disposition of all or a portion of such shares, which restrictions may survive a
Participant's term as a director of the Company. The acceleration of time or
times at which a Stock Option becomes exercisable may be conditioned upon the
Participant's agreement to such restrictions.
7.4 Termination of Director Status Before Exercise. If a
Participant's term as a director of the Company shall terminate for any reason
other than the Participant's disability, any Stock Option then held by the
Participant, to the extent then exercisable under the applicable Option
Agreement(s), shall remain exercisable after the termination of his director
status for a period of ninety (90) days (but in no event beyond five years from
the date of grant of the Stock Option). If the Participant's director status is
terminated because the Participant is disabled within the meaning of Section
22(e)(3) of the Code, any Stock Option then held by the Participant, to the
extent then exercisable under the applicable Option Agreement(s), shall remain
exercisable after the termination of his employment for a period of twelve
months (but in no event beyond five years from the date of grant of the Stock
Option). If the Stock Option is not exercised during the applicable period, it
shall be deemed to have been forfeited and of no further force or effect. If a
Participant's term as a director of the Company shall terminate for any reason,
the portion of such Participant's Stock Option that is not exercisable as of the
date of such termination shall be forfeited and of no further force or effect.
7.5 Disposition of Forfeited Stock Options. Any shares of Common
Stock subject to Stock Options forfeited by a Participant shall not thereafter
be eligible for purchase by the Participant but may be made subject to Stock
Options granted to other Participants.
VIII. NO EFFECT UPON STOCKHOLDER RIGHTS
Nothing in this Plan shall interfere in any way with the right of
the stockholders of the Company to remove the Participant from the Board
pursuant to applicable state law and the Company's Certificate of Incorporation
and Bylaws.
IX. NO RIGHTS AS A STOCKHOLDER
A Participant shall have no rights as a stockholder with respect to
any shares of Common Stock subject to a Stock Option. Except as provided in
Section 6.2, no adjustment shall be made in the number of shares of Common Stock
issued to a Participant, or in any other rights of the Participant upon exercise
of a Stock Option by reason of any dividend, distribution or other right granted
to stockholders for which the record date is prior to the date of exercise of
the Participant's Stock Option.
X. ASSIGNABILITY
No Stock Option granted under this Plan, nor any other rights
acquired by a Participant under this Plan, shall be assignable or transferable
by a Participant, other than by will or the laws of descent and distribution or
pursuant to a qualified domestic relations order as defined by the Code, Title I
of the Employee Retirement Income Security Act ("ERISA"), or the rules
thereunder. In the event of the Participant's death, the Stock Option may be
exercised by the personal representative of the Participant's estate or, if no
personal representative has been appointed, by the successor or successors in
interest determined under the Participant's will or under the applicable laws of
descent and distribution.
XI. MERGER OR LIQUIDATION OF THE COMPANY
If the Company or its stockholders enter into an agreement to
dispose of all, or substantially all, of the assets or outstanding capital stock
of the Company by means of a sale or liquidation, or a merger or reorganization
in which the Company is not the surviving corporation, all Stock Options
outstanding under the Plan as of the day before the consummation of such sale,
liquidation, merger or reorganization, to the extent not exercised, shall for
all purposes under this Plan become exercisable in full as of such date even
though the dates of exercise established pursuant to Section 7.1 have not yet
occurred, unless the Board shall have prescribed other terms and conditions to
the exercise of the Stock Options, or otherwise modified the Stock Options.
XII. AMENDMENT
The Board may from time to time alter, amend, suspend or discontinue
the Plan, including, where applicable, any modifications or amendments as it
shall deem advisable in order to conform to any regulation or to any change in
any law or regulation applicable thereto; provided, however, that no such action
shall adversely affect the rights and obligations with respect to Stock Options
at any time outstanding under the Plan; and provided further that no such action
shall, without approval of the stockholders of the Company, (i) materially
increase the maximum number of shares of Common Stock that may be made subject
to Stock Options (unless necessary to effect the adjustments required by Section
6.2), (ii) materially increase the benefits accruing to Participants under the
Plan, or (iii) materially modify the requirements as to eligibility for
participation in the Plan. Subject to the foregoing, the provisions of Article V
of the Plan which set forth the number of shares of Common Stock for which Stock
Options shall be granted, the timing of Stock Option grants and the Stock Option
exercise price shall not be amended more than once every six (6) months other
than to comport with changes in the Code, ERISA, or the rules thereunder.
XIII. REGISTRATION OF OPTIONED SHARES
The Stock Options shall not be exercised, and the Common Stock
acquired upon such exercise shall not be sold, unless (i) the purchase and/or
sale of such optioned shares is pursuant to an applicable effective registration
statement under the Securities Act of 1933, as amended (the "Act"), or (ii) in
the opinion of counsel to the Company, the proposed purchase and/or sale of such
optioned shares would be exempt from the registration requirements of the Act
and from the registration or qualification requirements of applicable state
securities laws, and in either case (i) or (ii) the Participant shall exercise
the Stock Options and/or sell the Common Stock acquired upon such exercise only
in compliance with any restrictions or conditions established by counsel to the
Company.
XIV. BROKERAGE ARRANGEMENTS
The Committee, in its discretion, may enter into arrangements with
one or more banks, brokers or other financial institutions to facilitate the
disposition of shares acquired upon exercise of Stock Options, including,
without limitation, arrangements for the simultaneous exercise of Stock Options
and sale of the shares acquired upon such exercise.
XV. NONEXCLUSIVITY OF THE PLAN
Neither the adoption of the Plan by the Board nor the submission of
the Plan to stockholders of the Company for approval shall be construed as
creating any limitations on the power or authority of the Board to adopt such
other or additional compensation arrangements of whatever nature as the Board
may deem necessary or desirable or preclude or limit the continuation of any
other plan, practice or arrangement for the payment of compensation or fringe
benefits to Nonemployee Directors, which the Company now has lawfully put into
effect.
XVI. EFFECTIVE DATE; TERMINATION OF PLAN
This Plan was adopted by the Board of Directors and became effective
on February 3, 1995 and was approved by the Company's shareholders on May 10,
1995. The Plan shall terminate on February 2, 2005, and no options shall granted
under the Plan after such date.
