<PAGE> 1
Registrant requests automatic effectiveness upon filing as per Rule 462 of
the Securities Act of 1933
As filed with the Securities and Exchange Commission on July 24, 1998
Registration No. 333-_____
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
---------------
FORM S-8
Registration Statement
Under
The Securities Act of 1933
---------------
UNIVERSAL AUTOMOTIVE INDUSTRIES, INC.
(Exact name of issuer as specified in its charter)
Delaware 36-3973627
- ------------------------------- -------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
3350 North Kedzie Avenue, Chicago Illinois 60618-5222
- --------------------------------------------------------------------------------
(Address of Principal Executive Offices) (Zip Code)
Universal Automotive Industries, Inc. Share Option Plan
-------------------------------------------------------
(Full title of the plan)
Arvin Scott
President and Chief Executive Officer
3350 North Kedzie Avenue
Chicago, Illinois 60618-5222
With a copy to:
Mitchell D. Goldsmith, Esq.
Dennis B. O'Boyle, Esq.
Shefsky & Froelich Ltd.
444 N. Michigan Avenue
Chicago, IL 60611
-------------------------------------------------------
(Name and address of agent for service)
(312) 478-2323
----------------------------------------------------------------------
(Telephone number, including area code, of agent for service)
<PAGE> 2
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
==========================================================================================================
Proposed
Proposed Maximum
Maximum Offering Aggregate
Title of Securities Amount to be Price Offering Amount of
to be Registered Registered Per Share Price Registration Fee
- ----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, par value $.01 700,000 shares (1) 11/16 (2) $481,250 (3) $245.69
==========================================================================================================
</TABLE>
(1) Subject to increase (or decrease) in accordance with Rule 416 of
Regulation C to reflect a merger, consolidation, reorganization,
recapitalization, stock dividend, stock split or other change in the
corporate structure of the Registrant which results in a change in the
number of shares issuable pursuant to outstanding awards under the
Universal Automotive Industries, Inc. Share Option Plan.
(2) Estimated solely for the purpose of calculating the registration fee
pursuant to Rules 457(c) and 457(h) of Regulation C, on the basis of
the average of the high and low prices of the shares of common stock of
the Registrant on the Nasdaq SmallCap Market on July 21, 1998.
(3) Pursuant to Rule 429, under the Securities Act of 1933, as amended,
the Registration Statement also relates to registered on Registration
Statement No. 33-97360, filed with the Commission on September 26,
1995. The Company previously paid a registration fee of $1,189.65 in
connection with the filing of its previous Registration Statement on
Form S-8 (File No. 33-97360) filed with the Commission on September 26,
1995). Since the amount of such registration fee is greater than
$245.69, the Company is not required to pay any additional registration
fee in connection with the filing of this registration statement.
<PAGE> 3
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The documents listed below are hereby incorporated by reference into
this Registration Statement:
1. The Annual Report on Form 10-K of Universal Automotive
Industries, Inc. (the "Company") for the fiscal year ended December
31, 1997.
2. The Quarterly Report on Form 10-Q of the Company for the three
month period ended March 31, 1998.
3. The contents of the Registration Statement on Form S-1, File No.
33-85162, dated October 14, 1994, as amended, including the
description of the common stock of the Company contained therein.
4. The Proxy Statement of Universal Automotive Industries, Inc. for
the 1998 Annual Meeting of Shareholders dated May 14, 1998.
All documents filed subsequent to the foregoing by the Company pursuant
to Sections 13(a) or 15(d) of the Exchange Act, prior to the filing of a
post-effective amendment which indicates that all securities registered have
been sold or which deregisters all securities then remaining unsold, shall be
deemed to be incorporated by reference into this Registration Statement and to
be a part hereof from the date of filing of such documents.
Item 4. Description of Securities.
(See Item 3)
Item 5. Interests of Named Experts and Counsel.
Not Applicable
Item 6. Indemnification of Directors and Officers.
The Company's Certificate of Incorporation includes a provision which
eliminates the personal liability of the Company's directors for monetary
damages resulting from breaches of their fiduciary duty of care (provided that
such provision does not eliminate liability for breaches of the duty of
loyalty, acts or omissions not in good faith or which involve intentional
misconduct or a
1
<PAGE> 4
knowing violation of law, violations of Section 174 of the Delaware General
Corporation Law, or for any transaction from which the director derived an
improper personal benefit). This provision does not limit or eliminate the
right of the Company or any stockholder to seek non -monetary relief such as an
injunction or rescission in the event of a breach of a director's duty of care.
The Certificate of Incorporation also provides that the Company shall indemnify
its directors and officers to the fullest extent permitted by Section 145 of the
Delaware General Corporation Law, including circumstances in which
indemnification is otherwise discretionary.
Item 7. Exemption from Registration Claimed.
Not Applicable
Item 8. Exhibits.
Exhibit No.
5 Opinion of Shefsky & Froelich Ltd.
10 Amended Universal Automotive Industries, Inc. Share Option Plan
24(a) Consent of Shefsky & Froelich Ltd. (see Exhibit 5)
24(b) Consent of Altschuler, Melvoin and Glasser LLP
24(c) Consent of BDO Dunwoody
25(a) Power of Attorney (included as part of the signature pages of this
registration statement)
Since the Universal Automotive Industries, Inc. Share Option Plan (the
"Plan") is not required to comply with ERISA, the Company has not obtained
either an opinion of counsel concerning compliance with the requirements of
ERISA or an Internal Revenue Service determination letter that the Plan is
qualified under Section 401 of the Internal Revenue Code. As a result, the
Company does not undertake that it will submit the Plan or any amendment
thereto to the Internal Revenue Service in order to qualify the Plan.
Item 9. Undertakings.
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;
2
<PAGE> 5
(ii) To reflect in the Prospectus any facts or events arising
after the effective date of this 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 this Registration Statement; and
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in this Registration
Statement or any material change to such information in this
Registration Statement;
Provided however, that paragraphs (1)(i) and (ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in a periodic report filed by the Registrant pursuant
to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference into this Registration Statement.
2. 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 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.
4. 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 that is
incorporated by reference in this 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.
5. 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 such 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.
3
<PAGE> 6
SIGNATURES
The Registrant.
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 Chicago, State of Illinois, on July 24, 1998.
UNIVERSAL AUTOMOTIVE INDUSTRIES, INC.
By: /s/ Arvin Scott
-------------------------------------
Arvin Scott
Chief Executive Officer and President
<PAGE> 7
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENT, that each person whose signature appears
below constitutes and appoints Arvin Scott and Jerome J. Hiss, jointly and
severally, his attorneys-in-fact, each with power of substitution for him in
any and all capacities, to sign any future amendments to the Registration
Statement, and to file the same, with the exhibits thereto, and other documents
in connection therewith, with the Securities and Exchange Commission hereby
ratifying and confirming all that each of said attorneys-in-fact, or his
substitute or substitutes, may do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the date indicated.
SIGNATURE TITLE DATE
--------- ----- ----
/s/ Arvin Scott Chief Executive Officer, July 24, 1998
- ------------------------ President and Director
Arvin Scott (Principal Executive Officer)
/s/ Yehuda Tzur Director July 24, 1998
- ------------------------
Yehuda Tzur
Director
- ------------------------
Eric Goodman
/s/ Sheldon Robinson Director July 24, 1998
- ------------------------
Sheldon Robinson
/s/Sami Israel Director July 24, 1998
- ------------------------
Sami Israel
/s/ Sol S. Weiner Director July 24, 1998
- ------------------------
Sol S. Weiner
/s/ Dennis Kessler Director July 24, 1998
- ------------------------
Dennis Kessler
/s/ Jerome J. Hiss Chief Financial Officer July 24, 1998
- ------------------------ (Principal Financial Officer
Jerome J. Hiss and Principal Accounting
Officer)
<PAGE> 8
EXHIBITS
<TABLE>
<CAPTION>
Exhibit No.
- -----------
<S> <C>
5 Opinion of Shefsky & Froelich Ltd.
10 Amended Universal Automotive Industries, Inc. Share Option Plan
24(a) Consent of Shefsky & Froelich Ltd. (see Exhibit 5)
24(b) Consent of Altschuler, Melvoin and Glasser LLP
24(c) Consent of BDO Dunwoody
25(a) Power of Attorney (included as part of the signature pages of this
registration statement)
</TABLE>
<PAGE> 1
EXHIBIT 5
LAW OFFICES
SHEFSKY & FROELICH LTD.
444 NORTH MICHIGAN AVENUE
CHICAGO, ILLINOIS 60611
-------
TELEPHONE (312) 527-4000
FACSIMILE (312) 527-5921
E-MAIL [email protected]
IN REPLY REFER TO:
9188-00019-0001
July 24, 1998
Universal Automotive Industries, Inc.
3350 North Kedzie Avenue
Chicago, Illinois 60618-5722
Re: Universal Automotive Industries, Inc.
Registration Statement on Form S-3
Ladies and Gentlemen:
We have acted as special securities counsel to Universal Automotive
Industries, Inc., a Delaware corporation (the "Company"), in connection with
the preparation and filing of the registration statement on Form S-8 (the
"Registration Statement"), with the Securities and Exchange Commission (the
"Commission") under the Securities Act of 1933, as amended (the "Act") and the
prospectus contained therein with respect to the public offering of up to
700,000 shares of the Company's common stock, par value $0.01 (the "Shares") to
be issued in connection with the exercise of options granted under the
Company's Share Option Plan. In connection with the registration of the
Shares, you have requested our opinion with respect to the matters set forth
below.
For purposes of this opinion, we have reviewed the Registration Statement.
In addition, we have examined the originals or copies certified or otherwise
identified to our satisfaction of: (i) the Company's Certificate of
Incorporation, as amended to date; (ii) the By-laws of the Company, as amended
to date; (iii) records of the corporate proceedings of the Company as we deemed
necessary or appropriate as a basis for the opinions set forth herein; and (iv)
those matters of law as we have deemed necessary or appropriate as a basis for
the opinions set forth herein. We have not made any independent review or
investigation of the organization, existence, good standing, assets, business
or affairs of the Company, or of any other matters. In rendering our opinion,
we have assumed without inquiry the legal capacity of all natural persons, the
genuineness of all signatures, the authenticity of all documents submitted to
us as originals, the conformity to original documents of all documents
submitted to us as certified or photostatic copies and the authenticity of the
originals of these documents submitted to us as copies.
<PAGE> 2
SHEFSKY & FROELICH LTD.
Universal Automotive Industries, Inc.
January 31, 1996
Page 2
We have not undertaken any independent investigation to determine facts
bearing on this opinion, and no inference as to the best of our knowledge of
facts based on an independent investigation should be drawn from this
representation. Further, our opinions, as hereinafter expressed, are subject
to the following exceptions, limitations and qualifications: (i) the effect of
bankruptcy, insolvency, fraudulent conveyance, reorganization, arrangement,
moratorium or other similar laws now or hereafter in effect relating to or
affecting the rights and remedies of creditors; and (ii) the effect of general
principles of equity whether enforcement is considered in a proceeding in
equity or at law and the discretion of the court before which any proceeding
therefore may be brought.
We are admitted to the practice of law only in the State of Illinois and,
accordingly, we do not purport to be experts on the laws of any other
jurisdiction nor do we express an opinion as to the laws of jurisdictions other
than the laws of the State of Illinois and the General Corporation Law of the
State of Delaware, as currently in effect.
On the basis of, and in reliance upon, the foregoing, and subject to the
qualifications contained herein, we are of the opinion that the Shares, when
issued pursuant to the Plan, will be validly issued, fully-paid and
nonassessable.
We hereby consent to your filing this opinion as an exhibit to the
Registration Statement.
This opinion is rendered only to you and is solely for your benefit in
connection with the transactions covered hereby. This opinion may not be
relied upon by you for any other purpose or furnished, or quoted to, or relied
upon by any other person, firm or corporation for any purpose without our prior
express written consent.
Respectfully submitted,
/s/ Shefsky & Froelich Ltd.
SHEFSKY & FROELICH LTD.
DBO/lak
<PAGE> 1
EXHIBIT 10
UNIVERSAL AUTOMOTIVE INDUSTRIES, INC.
AMENDED AND RESTATED SHARE OPTION PLAN - EFFECTIVE JUNE 9, 1998
I. DEFINITIONS AND PURPOSES
A. Definitions
Unless otherwise specified or unless the context otherwise requires, the
following terms, as used in this Stock Option Plan, have the following
meanings:
1. "Affiliate" means a corporation which, for purposes of Section 422 of
the Code, is a parent or subsidiary of the Corporation, direct or indirect,
each as defined in Section 424 of the Code.
2. "Board of Directors" or "Board" means the Board of Directors of the
Corporation.
3. "Code" means the United States Internal Revenue Code of 1986, as such
may be amended from time to time.
4. "Committee" means the committee to which the Board of Directors
delegates the power to act under or pursuant to the provisions of the Plan, or
the Board of Directors if no committee is selected.
5. "Corporation" means Universal Automotive Industries, Inc., a Delaware
corporation.
6. "Disability" or "Disabled" means permanent and total disability as
defined in Section 22(e)(3) of the Code.
7. "Incentive Option" means an Option, as identified below, which is
designated by the Committee as such and which, when granted, is intended to be
an "incentive stock option" as defined in Section 422 of the Code.
8. "Key Employee" means an employee of the Corporation or of an Affiliate,
(including, without limitation, an employee who is also serving as an officer
or director of the Corporation or of an Affiliate), designated by the Board of
Directors or the Committee to be eligible to be granted one or more Options
under the Plan.
9. "Nonstatutory Option" shall mean an Option, as defined below, which is
designated by the Committee as such and which, when granted, is not intended to
be an "incentive stock option," as defined in Code Section 422.
10. "Option" means a right or option granted under the Plan.
1
<PAGE> 2
11. "Option Agreement" means an agreement between the Corporation and a
Participant executed and delivered pursuant to the Plan.
12. "Participant" means a Key Employee to whom one or more Incentive
Options or Nonstatutory Options are granted under the Plan and an employee,
nonemployee director, advisor or independent contractor ("Non Key Employee") to
whom one or more Nonstatutory Options are granted under the Plan.
13. "Plan" means this Stock Option Plan.
14. "Shares" means the following shares of the capital stock of the
Corporation as to which Options have been or may be granted under the Plan:
700,000 authorized and unissued Common Stock, at One One-Hundredth Dollar
($0.01) par value including fractional shares, any shares of capital stock into
which the Shares are changed or for which they are exchanged within the
provisions of Article VI of the Plan.
15. "Survivors" means a deceased Participant's legal representative and/or
any person or persons who acquired the Participant's rights to an Option by
will or by the laws of descent and distribution.
B. Purposes of the Plan
The Plan is intended to encourage ownership of Shares by Key Employees,
non-employee directors and advisors, in order to attract such persons, to
induce such persons to remain in the employ of the Corporation or of an
Affiliate, or to serve or continue to serve as an advisor to the Corporation,
and to provide additional incentive for such persons to promote the success of
the Corporation or of an Affiliate.
II. SHARES SUBJECT TO THE PLAN
The aggregate number of Shares as to which Options may be granted from
time to time shall be Seven Hundred Thousand (700,000) Shares of the authorized
and unissued Common Stock, no par value all of which shall be eligible for
grant as Incentive Stock Options or Nonstatutory Options.
If an Option ceases to be "outstanding," in whole or in part, the Shares
which were subject to such Option shall be available for the granting of other
Options.
The aggregate number of Shares as to which Options may be granted shall be
subject to change only by means of an amendment of the Plan duly adopted by the
Corporation and approved by the stockholders of the Corporation within one year
before or after the date of the adoption of any such amendment, subject to the
provi-
2
<PAGE> 3
sions of Article VI.
III. ADMINISTRATION OF THE PLAN
The Plan shall be administered by the Board of Directors except to the
extent the Board of Directors delegates its authority hereunder to the
Committee. Subject to the provisions of the Plan, the Board of Directors or, if
such authority be delegated, the Committee is authorized to:
A. interpret the provisions of the Plan or of any Option or Option
Agreement and to make all rules and determinations which it deems necessary or
advisable for the administration of the Plan;
B. determine which employees of the Corporation or of an Affiliate shall
be designated as Key Employees and which of the Key Employees shall be granted
Options;
C. determine the Non Key Employees to whom Nonstatutory Options shall be
granted;
D. determine whether the Option to be granted shall be an Incentive Option
or Nonstatutory Option;
E. determine the number of Shares for which an Option or Options shall be
granted; and
F. specify the terms and conditions upon which Options may be granted;
provided however, that with respect to Incentive Options all such
interpretations, rules, determinations, terms and conditions shall be made and
prescribed in the context of preserving the tax status of the Incentive Options
as incentive stock options within the meaning of Section 422 of the Code.
All determinations of the Board of Directors or the Committee if
applicable shall be made by a majority of its members. No member of the Board
or the Committee shall be liable for any action or determination made in good
faith with respect to the Plan or any Option.
IV. ELIGIBILITY FOR PARTICIPATION
Each Participant receiving an Incentive Option must be a Key Employee of
the Corporation or of an Affiliate at the time an Incentive Option is granted.
The Board of Directors or if such authority be delegated, the Committee,
may at any time and from time to time grant one or more Options to one or more
Key Employees or Non-Key Employees and may designate the number of Shares to be
optioned under each Option so granted, provided, however, that no Incentive
Options shall be granted after the expiration of the earlier of ten (10) years
from
3
<PAGE> 4
the date of the adoption of the Plan by the Corporation or the approval of
the Plan by the Stockholders of the Corporation, and provided further, that the
fair market value (determined at the time the Option is granted) of the Shares
with respect to which Incentive Options are exercisable for the first time by
such Key Employee during any calendar year (under the Plan and under any other
Incentive Option plan of the Corporation or an Affiliate) shall not exceed
$100,000.
Notwithstanding the foregoing, no individual who is a director of the
Corporation or a member of the Committee shall be eligible to receive an Option
under the Plan unless the granting of such Option shall be approved by the
Board of Directors or the Committee, with all of the members voting thereon
being disinterested directors or members unless such vote is unanimous. For the
purpose of this Article IV, a "disinterested director or member" shall be any
director or member as the case may be who shall not then be, or at any time
within the year prior thereto have been considered to receive an Option under
the Plan.
Notwithstanding any of the foregoing provisions, the Board of Directors
(or the Committee if applicable) may authorize the grant of an Incentive Option
to a person not then in the employ of the Corporation or of an Affiliate,
conditioned upon such person becoming eligible to become a Participant at or
prior to the grant of such Option.
V. TERMS AND CONDITIONS OF OPTIONS
Each Incentive Option shall be set forth in an Option Agreement
substantially in the form hereto annexed and marked Exhibit A, duly executed on
behalf of the Corporation and by the Participant to whom such Option is
granted. Each Nonstatutory Option shall be set forth in an Option Agreement
substantially in the form hereto annexed and marked Exhibit B duly executed on
behalf of the Corporation and by the Participant to whom such Option is
granted. Each such Option Agreement shall be subject to at least the following
terms and conditions:
A. Option Price
The option price of each Option granted under the Plan shall be determined
by the Board of Directors (or the Committee, if such authority is delegated).
The Option price per share of the Shares covered by each Nonstatutory Option
shall be at such amount as may be determined by the Board of Directors in its
sole discretion on the date of the grant of the Option. In the case of an
Incentive Option, if the optionee owns directly or by reason of the applicable
attribution rules 10% or less of the total combined voting power of all classes
of share capital of the Corporation, the Option price per share of the Shares
covered by each Incentive Option shall be not less than the fair market value
per share of
4
<PAGE> 5
the Shares on the date of the grant of the Incentive Option. In all other
cases of Incentive Options, the Option price shall be not less than one hundred
ten percent (110%) of the said fair market value on the date of grant. If such
Shares are then listed on any national securities exchange, the fair market
value shall be the mean between the high and low sales prices, if any, on the
largest such exchange on the date of the grant of the Option, or, if none, on
the most recent trade date thirty (30) days or less prior to the date of the
grant of the Option. If the Shares are not then listed on any such exchange,
the fair market value of such Shares shall be the closing sales price if such
is reported or otherwise the mean between the closing "Bid" and the closing
"Ask" prices, if any, as reported in the National Association of Securities
Dealers Automated Quotation System ("NASDAQ") for the date of the grant of the
Option, or if none, on the most recent trade date thirty (30) days or less
prior to the date of the grant of the Option for which such quotations are
reported. If the Shares are not then either listed on any such exchange or
quoted in NASDAQ, the fair market value shall be the mean between the average
of the "Bid" and the average of the "Ask" prices, if any, as reported in the
National Daily Quotation Service for the date of the grant of the Option, or,
if none, for the most recent trade date thirty (30) days or less prior to the
date of the grant of the option for which such quotations are reported. If the
fair market value cannot be determined under the preceding three sentences, it
shall be determined in good faith by the Board of Directors (or the Committee
if applicable).
B. Number of Shares
Each Option shall state the number of Shares to which it pertains.
C. Term of Option
Each Incentive Option shall terminate not more than ten (10) years from
the date of the grant thereof, or at such earlier time as the Option Agreement
may provide, and shall be subject to earlier termination as herein provided,
except that if the Option price is required under Paragraph A of this Article V
to be at least 110% of fair market value, each such Incentive Option shall
terminate not more than five (5) years from the date of the grant thereof.
Each Nonstatutory Option shall terminate not more than eleven (11) years from
the date of the grant thereof, or at such other earlier time as the Option
Agreement may provide, and shall be subject to earlier termination as herein
provided.
D. Date of Exercise
Upon the authorization of the grant of an Option the Board of Directors
(or the Committee if applicable) may, subject to the provisions of Paragraph C
of this Article V, prescribe the date or
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<PAGE> 6
dates on which the Option becomes exercisable, and may provide that the Option
rights accrue or become exercisable in installments over a period of years, or
upon the attainment of stated goals or combination thereof.
E. Medium of Payment
The Option price shall be payable upon the exercise of the Option. It
shall be payable in such form (permitted by Section 422 of the Code in the case
of Incentive Options), as the Board of Directors (or the Committee if
applicable) shall either by rules promulgated pursuant to the provisions of
Article III of the Plan, or in the particular Option Agreement, provide.
F. Termination of Employment
(1) An employee Participant who ceases to be an employee of the
Corporation or of an Affiliate for any reason, other than the death or
Disability of the Participant, may exercise all or any portion of his
Options to the extent that such right to exercise has occurred on the
date of his termination within thirty (30) days after such termination.
A Participant's employment shall not be deemed terminated by reason of a
transfer to another Employer which is an Affiliate of the Corporation.
(2) An employee Participant who ceases to be an employee of the
Company or of an Affiliate by reason of Disability may exercise all or a
portion of his Option to the extent that such right to exercise has
accrued on the date of his termination during the six (6) months
immediately following his termination.
(3) The Survivor of an employee Participant who ceases to be an
employee by reason of such employee's death, may exercise all or a
portion of an Option to the extent that such right to exercise has
accrued on the date of such Participant's death during the six (6) months
immediately following his death.
An employee Participant to whom an Option has been granted under the Plan
who is absent from work with the Corporation or with an Affiliate because of
temporary disability (any disability other than a Disability as defined in
Paragraph A.7. Article 1 hereof), or who is on leave of absence for any purpose
permitted by any authoritative interpretation (i.e., regulation, ruling, case
law, etc.) of Section 422 of the Code, shall not, during the period of any such
absence be deemed, by virtue of any such absence alone, to have terminated such
Participant's employment with the Corporation or an Affiliate, except as the
Board of Directors (or the Committee if applicable) may otherwise expressly
provide or determine.
6
<PAGE> 7
I. Exercise of Option and Issue of Stock
Options shall be exercised by giving written notice to the Corporation.
Such written notice shall: (1) be signed by the person exercising the Option,
(2) state the number of Shares with respect to which the Option, if any, is
being exercised, (3) contain the warranty required by paragraph M of this
Article V, and (4) specify a date (other than a Saturday, Sunday or legal
holiday) not less than five (5) nor more than ten (10) days after the date of
such written notice, as the date on which the Shares will be taken up and
payment made therefor. The conditions specified above may be waived in the
sole discretion of the Corporation. Such tender and conveyance shall take
place at the principal office of the Corporation during ordinary business
hours, or at such other hour and place agreed upon by the Corporation and the
person or persons exercising the Option. On the date specified in such written
notice (which date may be extended by the Corporation in order to comply with
any law or regulation which requires the Corporation to take any action with
respect to the Option Shares prior to the issuance thereof, whether pursuant to
the provisions of Article VII or otherwise), the Corporation shall accept
payment for the Option Shares and shall deliver to the person or persons
exercising the Option in exchange therefor a certificate or certificates for
fully paid non-assessable Shares. In the event of any failure to take up and
pay for the number of Shares specified in such written notice of the exercise
of an Option on the date set forth therein (or on the extended date as above
provided) the exercise of the Option shall terminate with respect to such
number of Shares, but shall continue with respect to the remaining Shares
covered by the Option and not yet acquired pursuant thereto.
J. Rights as a Stockholder
No Participant to whom an Option has been granted shall have rights as a
stockholder with respect to any Shares covered by such Option except as to such
Shares as have been issued to or registered in the Corporation's share register
in the name of such Participant upon the due exercise of the Option and tender
of the full Option price.
K. Assignability and Transferability of Option
By its terms, an Option granted to a Participant shall not be transferable
by the Participant and shall be exercisable, during the Participant's lifetime,
only by such Participant. Such Option shall not be assigned, pledged or
hypothecated in any way (whether by operation of law or otherwise) and shall
not be subject to execution, attachment or similar process. Any attempted
transfer, assignment, pledge, hypothecation or other disposition of any Option
or of any rights granted thereunder contrary to the provisions of this Article
V, or the levy of any attachment or similar process upon an Option or such
rights, shall be null and void.
L. Other Provisions
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The Option Agreement for an Incentive Option shall contain such
limitations and restrictions upon the exercise of the Option as shall be
necessary in order that such Option can be an "incentive stock option" within
the meaning of Section 422 of the Code. Further, the Option Agreements
authorized under the Plan shall be subject to such other terms and conditions
including, without limitation, restrictions upon the exercise of the Option, as
the Board of Directors (or the Committee, if applicable) shall deem advisable
and which in the case of Incentive Options are not inconsistent with the
requirements of Code Section 422.
M. Purchase For Investment
Unless the Shares to be issued upon the particular exercise of an Option
shall have been effectively registered under the Securities Act of 1933, as now
in force or hereafter amended, the Corporation shall be under no obligation to
issue the shares covered by such exercise unless and until the following
conditions have been fulfilled. The persons who exercise such Option shall
warrant to the Corporation that, at the time of such exercise, such persons are
acquiring their option shares for investment and not with a view to, or for
sale in connection with, the distribution of any such Shares. In such event,
the person(s) acquiring such Shares shall be bound by the provisions of the
following legend (or similar legend) which shall be endorsed upon the
certificate(s) evidencing their Option Shares issued pursuant to such exercise.
"The shares represented by this certificate have been acquired for
investment and they may not be sold or otherwise transferred by any
person, including a pledgee, in the absence of registration of the shares
under the Securities Act of 1933 or an opinion of counsel satisfactory to
the Corporation that an exemption from registration is then available."
N. Other Restrictions
In addition, the following legends, and such other legends as the Board
may determine, may be endorsed upon the certificate:
"The shares represented by this certificate are subject to all of
the terms, conditions, limitations and restrictions set forth in the
Amended Universal Automotive Industries, Inc. Share Option Plan ("Plan")
approved by the Corporation's stockholders on October 13, 1994, and a
copy of which is on file with the Corporation, and an option agreement
(the "Option Agreement") pursuant to which the shares have been acquired.
All terms, conditions, limitations and restrictions of the Plan and the
Option Agreement are fully binding upon the holder of this Certificate,
his or her successors, estate, heirs, assigns, personal representative,
administrator, executor or guardian as the case may be, for all purposes
until such time as all terms, conditions, limitations and restrictions of
the Plan or the Option
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Agreement are removed waived or otherwise vacated in a manner expressly
authorized thereunder."
Without limiting the generality of the foregoing the Corporation may delay
issuance of the Shares until completion of any action or obtaining any consent,
which the Corporation deems necessary under any applicable law (including
without limitation state securities or "blue sky" laws).
VI. ADJUSTMENTS UPON CHANGES IN CAPITALIZATION
In the event that the authorized and outstanding Shares of the Corporation
are changed into or exchanged for a different number or kind of shares or other
securities of the Corporation or of another corporation by reason of any
reorganization, merger, consolidation, recapitalization, reclassification,
change in par value, stock split-up, combination of shares or dividend payable
in capital stock, or the like, appropriate adjustments to prevent dilution or
enlargement of the rights granted to or available for, Participants, shall be
made in the manner and kind of shares for the purpose of which Options may be
granted under the Plan, and, in addition, appropriate adjustment shall be made
in the number and kind of shares and in the option price per share subject to
outstanding Options. No such adjustment shall be made which shall, within the
meaning of Section 424 of the Code, constitute such a modification, extension
or renewal of an Incentive Option as to cause it to be considered as the grant
of a new Incentive Option.
VII. DISSOLUTION OR LIQUIDATION OF THE CORPORATION
Upon the dissolution or liquidation of the Corporation other than in
connection with a transaction to which the preceding Article VI is applicable,
all Options granted hereunder shall terminate and become null and void;
provided however, that if the rights of a Participant have not otherwise
terminated and expired, the Participant shall have the right immediately prior
to such dissolution or liquidation to exercise any Option granted hereunder to
the extent that the right to purchase shares thereunder has accrued as of the
date immediately prior to such dissolution or liquidation.
VIII. TERMINATION OF THE PLAN
The Plan shall terminate (10) years from the earlier of the date of its
adoption or the date of its approval by the stockholders. The Plan may be
terminated at an earlier date by vote of the stockholders or the Board of
Directors; provided, however, that any such earlier termination shall not
affect any Options granted or Option Agreements executed prior to the effective
date of such termination.
IX. AMENDMENT OF THE PLAN
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The Plan may be amended by the Board of Directors (but not by the
Committee) provided however, that no amendment may increase the numbers of
Shares on which Options may be granted other than as provided by Article VI or
change the designation of the class of employees eligible to receive Incentive
Options unless such amendment is approved by the stockholders within one (1)
year after such action by the Board of Directors. Except as approved by
Article VI, no amendment shall affect any Options theretofore granted or any
Option Agreements theretofore executed unless such amendment shall expressly so
provide and unless any Participant to whom an Option has been granted who would
be adversely affected by such amendment consents in writing thereto.
X. EMPLOYMENT RELATIONSHIP
Nothing herein contained shall be deemed to prevent the Corporation or an
Affiliate from terminating the employment or other service, including service
as a member of the Corporation's Scientific Advisory Board, of a Participant,
nor to prevent a Participant from terminating the Participant's employment or
other service with the Corporation or an Affiliate.
XI. INDEMNIFICATION OF COMMITTEE
In addition to such other rights of indemnification as they may have as
directors or as members of the Committee, the members of the Committee (or the
directors acting with respect to the Plan if there is no Committee) shall be
indemnified by the Corporation against all reasonable expenses, including
attorneys fees, actually and reasonably incurred in connection with the defense
of any action, suit or proceeding, or in connection with any appeal therein to
which they or any of them may be a party by reason of any action taken by them
as members of the Committee and against all amounts paid by them in settlement
thereof (provided such settlement is approved by independent legal counsel
selected by the Corporation) or paid by them in satisfaction of a judgment in
any such action, suit or proceeding, except in relation to matters as to which
it shall be adjudged in such action, suit or proceeding that such Committee
member is liable for gross negligence or willful misconduct in the performance
of his or her duties. To receive such indemnification, a Committee member must
first offer in writing to the Corporation the opportunity, at its own expense,
to defend any such action, suit or proceeding.
XII. EFFECTIVE DATE
This Plan shall become effective upon adoption by the Board of Directors,
provided that within one (1) year, before or after, such adoption by the Board
of Directors the Plan is approved by the stockholders of the Corporation.
XIII. GOVERNING LAW
This Plan and all determinations made and actions taken
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pursuant hereto, shall be governed by the laws of the State of Illinois and
construed in accordance therewith.
A True Copy
_______________________Secretary
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EXHIBIT 24(b)
[ALTSCHULER, MELVOIN AND GLASSER LLP LOGO] Chicago
ALTSCHULER, MELVOIN AND GLASSER LLP Los Angeles
Certified Public Accountants and Consultants New York
Tampa
Washington, D.C.
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
We hereby consent to the incorporation by reference in this Form S-8 (File No.
333- ________) of our report dated March 3, 1998 relating to the audit of the
consolidated financial statements of Universal Automotive Industries, Inc. for
the year ended December 31, 1997.
ALTSCHULER, MELVOIN AND GLASSER LLP
/s/ ALTSCHULER, MELVOIN AND GLASSER LLP
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Chicago, Illinois
July 21, 1998
30 South Wacker Drive, Suite 2600, Chicago, Illinois 60606-7494
312.207.2800 Fax 312.207.2954 http://www.amgnet.com
Associated Worldwide With Summit International Associates, Inc.
<PAGE> 2
EXHIBIT 24(c)
<PAGE> 3
[BDO DUNWOODY LOGO] BDO DUNWOODY 505 York Boulevard, Suite 2.
Chartered Accountants Hamilton, Ontario L8R 3K4
Telephone: (905) 525-6800
Telefax: (905) 525-6566
Toronto: (416) 368-7047
- ------------------------------------------------------------------------------
CONSENT OF BDO DUNWOODY
- ------------------------------------------------------------------------------
We consent to the reference to our firm under the caption "Experts" and to the
incorporation by reference to our report dated February 28, 1997 with respect
to the financial statements of UBP Canholdings Inc. for the years ended
December 31, 1996 and December 31, 1995 in the Registration Statement on Form
S-8 and related Prospectus of Universal Automotive Industries, Inc.
BDO DUNWOODY
/S/ BDO DUNWOODY
- -----------------------
Chartered Accountants
Hamilton, Ontario, Canada
July 22, 1998
