<PAGE> 1
As filed with the Securities and Exchange Commission on July 1, 1996
Registration No. 333-
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER THE
SECURITIES ACT OF 1933
BROOKS AUTOMATION, INC.
------------------------------------------------------
(Exact Name of Registrant as Specified in Its Charter)
DELAWARE 04-3040660
-------- ----------
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification Number)
15 ELIZABETH DRIVE, CHELMSFORD, MA 01824
----------------------------------------
(Address of Principal Executive Offices) (Zip Code)
BROOKS AUTOMATION, INC.
1992 COMBINATION STOCK OPTION PLAN
----------------------------------
(Full Title of the Plan)
ROBERT J. THERRIEN, PRESIDENT
BROOKS AUTOMATION, INC.
15 ELIZABETH DRIVE
CHELMSFORD, MA 01824
--------------------
(Name and Address of Agent For Service)
(508) 262-2400
(Telephone Number, Including Area Code, of Agent For Service)
<TABLE>
CALCULATION OF REGISTRATION FEE
================================================================================
<CAPTION>
Title of Proposed Proposed
Securities Amount Maximum Maximum Amount of
to be to be Offering Price Aggregate Offer- Registra-
Registered Registered Per Share(1) ing Price(1) tion fee
- ---------- ---------- ------------ ------------ --------
<S> <C> <C> <C> <C>
Common Stock, 500,000(2) $10.9375 $5,468,750 $1,886
$.01 par value
================================================================================
</TABLE>
This Registration Statement relates to the registration of additional securities
of the same class as other securities for which a Registration Statement on this
Form relating to an employee benefit plan is effective. Pursuant to General
Instruction E of Form S-8, the contents of the Registrant's Registration
Statements on Form S-8 (Registration No. 33-95268) is hereby incorporated herein
by reference.
(1) Estimated solely for the purpose of determining the registration fee
pursuant to Rule 457(h) under the Securities Act of 1933, on the basis of
the average high and low prices for the Registrant's Common Stock on the
National Association of Securities Dealers National Market System on
June 27, 1996.
(2) Such presently indeterminable number of additional shares of Common Stock
are registered hereunder as may be issued in the event of a merger,
consolidation, reorganization, recapitalization, stock dividend, stock
split, stock combination, or other similar changes in the Common Stock.
<PAGE> 2
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 8. EXHIBITS.
--------
(5.1) Legal Opinion of Brown, Rudnick, Freed & Gesmer.
(23.1) Consent of Price Waterhouse LLP.
(23.2) Consent of Brown, Rudnick, Freed & Gesmer is included in their
legal opinion filed as Exhibit 5.1 hereof.
(99.2) Registrant's 1992 Combination Stock Option Plan, as amended.
II-1
<PAGE> 3
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 Town of Chelmsford, Commonwealth of Massachusetts, on the
27th day of June, 1996.
BROOKS AUTOMATION, INC.
By: /s/Robert J. Therrien
------------------------
Robert J. Therrien
Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the person whose signature appears
below constitutes and appoints Robert J. Therrien and Stanley D. Piekos and each
of them (with full power to each of them to act alone), his true and lawful
attorneys-in-fact and agents, with full power of substitution and
resubstitution, for him and in his 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 thereto
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 he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents, or any of them, or their
substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the date indicated.
Signature Title Date
- --------- ----- ----
/s/ Robert J. Therrien Director and Principal June 27, 1996
- ------------------------ Executive Officer
Robert J. Therrien
/s/ Stanley D. Piekos Principal Financial and June 25, 1996
- ------------------------ Accounting Officer
Stanley D. Piekos
/s/ Norman B. Brooks Director June 28, 1996
- ------------------------
Norman B. Brooks
/s/ Roger D. Emerick Director June 26, 1996
- ------------------------
Roger D. Emerick
/s/ Amin D. Khoury Director June 26, 1996
- ------------------------
Amin D. Khoury
II-2
<PAGE> 4
INDEX TO EXHIBITS
EXHIBIT SEQUENTIAL
NUMBER PAGE NUMBER
- ------ -----------
(5.1) Legal Opinion of Brown, Rudnick, Freed & Gesmer.
(23.1) Consent of Price Waterhouse LLP.
(23.2) Consent of Brown, Rudnick, Freed & Gesmer is included
in their legal opinion filed as Exhibit 5.1 hereof.
(99.2) Registrant's 1992 Combination Stock Option Plan.
<PAGE> 1
[BROWN RUDNICK FREED & GESMER LETTERHEAD]
EXHIBIT 5.1
June 28, 1996
Brooks Automation, Inc.
15 Elizabeth Drive
Chelmsford, MA 01824
RE: Brooks Automation, Inc. Registration Statement on S-8
-----------------------------------------------------
Ladies and Gentlemen:
We are general counsel to Brooks Automation, Inc., a Delaware corporation
(the "Company"). We have been asked to deliver this opinion in connection with
the preparation and filing with the Securities and Exchange Commission under the
Securities Act of 1933, as amended (the "Act"), of a Registration Statement on
Form S-8 (the "Registration Statement") relating to 500,000 shares of the
Company's Common Stock, $.01 par value (the "Shares").
The Shares are issuable upon exercise of options granted or to be granted
pursuant to the Company's 1992 Employee Stock Purchase Plan (the "1992 Plan").
In connection with this opinion, wehave examined the originals or copies,
certified or otherwise identified to our satisfaction, of the following
documents (collectively, the "Documents"):
1. A copy of the Certificate of Incorporation of the Company as in effect
on the date hereof;
2. A copy of the Bylaws of the Company as in effect on the date thereof;
3. The corporate minute books or other records of the Company relating to
the proceedings of stockholders and directors of the Company;
4. The 1992 Plan; and
5. The Registration Statement.
For purposes of this opinion we have assumed without any investigation (1)
the legal capacity of each natural person, (2) the genuineness of each
signature, the completeness of each
<PAGE> 2
Brooks Automation, Inc.
June 28, 1996
Page 2
document submitted to us as an original and the conformity with the original of
each document submitted to us as a copy and (3) the completeness, accuracy and
proper indexing of all governmental records.
We have not, except as specifically noted herein, made any independent
review or investigation of orders, judgements, rules or other regulations or
decrees by which the Company or any of its property may be bound, nor have we
made any independent investigation as to the existence of actions, suits,
investigations or proceedings, if any, pending or threatened against the
Company.
Our opinion contained herein is limited to the laws of the Commonwealth
of Massachusetts, the General Corporation Law of the State of Delaware and to
federal law.
Our opinion hereafter expressed is based solely upon (1) our review of the
Documents, (2) discussions with certain officers of the Company with respect to
the Documents, (3) discussions with those of our attorneys who have devoted
substantive attention to the matters contained herein and (4) such review of
published sources of law as we have deemed necessary.
Based upon and subject to the foregoing, we are of the opinion that the
Shares have been duly authorized and, when issued in accordance with the terms
of the 1992 Plan, the Shares will be validly issued, fully paid and
nonassessable.
We hereby consent to the filing of this opinion as Exhibit 5.1 to the
Registration Statement and to the reference to our firm wherever it appears
in the Registration Statement.
Very truly yours,
BROWN, RUDNICK, FREED & GESMER, P.C.
By: Brown, Rudnick, Freed & Gesmer, a partner
By: /s/ Lawrence M Levy,
Lawrence M. Levy, a Member
hereunto duly authorized
<PAGE> 1
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated November 27, 1995, which appears on
page 29 of the Company's Annual Report on Form 10-K for the year ended September
30, 1995.
Price Waterhouse LLP
Boston, Massachusetts
June 28, 1996
<PAGE> 1
BROOKS AUTOMATION, INC.
-----------------------
1992 COMBINATION STOCK OPTION PLAN,
-----------------------------------
AS AMENDED
----------
Section I. Purpose of the Plan.
-------------------
The purposes of this BROOKS AUTOMATION, INC. 1992 Combination Stock
Option Plan (the "1992 Plan") are (i) to provide long-term incentives and
rewards to those key employees (the "Employee Participants") of BROOKS
AUTOMATION, INC. (the "Corporation") and its subsidiaries (if any), and any
other persons (the "Non-employee Participants") who are in a position to
contribute to the long-term success and growth of the Corporation and its
subsidiaries, (ii) to assist the Corporation in retaining and attracting
executives and key employees with requisite experience and ability, and (iii) to
associate more closely the interests of such executives and key employees with
those of the Corporation's stockholders.
Section II. Definitions.
-----------
"CODE" is the Internal Revenue Code of 1986, as it may be amended from
time to time.
"COMMON STOCK" is the $.01 par value Common Stock of the Corporation.
"CLASS A COMMON STOCK" is the $.01 par value Class A Non-Voting Common
Stock of the Corporation.
"COMMITTEE" is defined in Section III, paragraph (a).
"CORPORATION" is defined in Section I.
"CORPORATION ISOs" are all stock options (including 1992 Plan ISOs)
which (i) are Incentive Stock Options and (ii) are granted under any plans
(including this 1992 Plan) of the Corporation, a Parent Corporation and/or
a Subsidiary Corporation.
"EMPLOYEE PARTICIPANTS" is defined in Section I.
"FAIR MARKET VALUE" of any property is the value of the property as
reasonably determined by the Committee.
"INCENTIVE STOCK OPTION" is a stock option which is treated as an
incentive stock option under Section 422 of the Code.
"1934 ACT" is the Securities Exchange Act of 1934, as amended.
<PAGE> 2
"1992 PLAN" is defined in Section I.
"1992 PLAN ISOs" are Stock Options which are Incentive Stock Options.
"NON-EMPLOYEE PARTICIPANTS" is defined in Section I.
"NON-QUALIFIED OPTION" is a Stock Option which does not qualify as an
Incentive Stock Option or for which the Committee provides, in the terms of
such option and at the time such option is granted, that the option shall
not be treated as an Incentive Stock Option.
"PARENT CORPORATION" has the meaning provided in Section 425(e) of the
Code.
"PARTICIPANTS" are all persons who are either Employee Participants or
Non-Employee Participants.
"PERMANENT AND TOTAL DISABILITY" has the meaning provided in Section
22(e)(3) of the Code.
"SECTION 16 OF THE 1934 ACT" means Section 16 of the Securities
Exchange Act of 1934, or any successor or similar provision.
"STOCKHOLDER APPROVAL" means the affirmative vote of at least a
majority of the shares of Common Stock present and entitled to vote at a
duly held meeting of the stockholders of the Corporation, unless a greater
vote is required by state law, the Code or the rules under Section 16 of
the 1934 Act in which case such greater requirement shall apply.
Stockholder approval may be obtained by written consent or other means, to
the extent permitted by applicable state law.
"STOCK OPTIONS" are rights granted pursuant to this 1992 Plan to
purchase shares of Class A Common Stock at a fixed price.
"SUBSIDIARY CORPORATION" has the meaning provided in Section 425(f) of
the Code.
"TEN PERCENT STOCKHOLDER" means, with respect to a 1992 Plan ISO, any
individual who directly or indirectly owns stock possessing more than 10%
of the total combined voting power of all classes of stock of the
Corporation or any Parent Corporation or any Subsidiary Corporation at the
time such 1992 Plan ISO is granted.
Section III. Administration.
--------------
(a) THE COMMITTEE. The Plan shall be administered by the Board of
Directors of the Corporation, or if the Board so determines, by a Compensation
Committee designated by the Board of Directors of the Corporation (the
administering body is hereafter referred to as the "Committee"). No person shall
be eligible to be a member of the Committee if that person's membership would
prevent the plan from complying with Section 16 of the 1934 Act or rules
-2-
<PAGE> 3
adopted thereunder. The Committee shall serve at the pleasure of the Board of
Directors, which may from time to time, and in its sole discretion, discharge
any member, appoint additional new members in substitution for those previously
appointed and/or fill vacancies however caused. A majority of the Committee
shall constitute a quorum and the acts of a majority of the members present at
any meeting at which a quorum is present shall be deemed the action of the
Committee.
(b) AUTHORITY AND DISCRETION OF THE COMMITTEE. Subject to the express
provisions of this 1992 Plan and provided that all actions taken shall be
consistent with the purposes of this 1992 Plan, and subject to ratification by
the Board of Directors only if required by applicable law, the Committee shall
have full and complete authority and the sole discretion to: (i) determine those
persons who shall constitute key employees eligible to be Employee Participants;
(ii) select the Participants to whom Stock Options shall be granted under this
1992 Plan; (iii) determine the size and the form of the Stock Options, if any,
to be granted to any Participant; (iv) determine the time or times such Stock
Options shall be granted including the grant of Stock Options in connection with
other awards made, or compensation paid, to the Participant; (v) establish the
terms and conditions upon which such Stock Options may be exercised and/or
transferred, including the exercise of Stock Options in connection with other
awards made, or compensation paid, to the Participant; (vi) make or alter any
restrictions and conditions upon such Stock Options and the Stock received on
exercise thereof, including, but not limited to, providing for limitations on
the Participant's right to keep any Stock received on termination of employment;
and (vii) adopt such rules and regulations, establish, define and/or interpret
these and any other terms and conditions, and make all determinations (which may
be on a case-by-case basis) deemed necessary or desirable for the administration
of this 1992 Plan. Notwithstanding any provision of this 1992 Plan to the
contrary, only Employee Participants shall be eligible to receive 1992 Plan
ISOs. If the Corporation's Class A Common Stock is registered under Section
12(g) or Section 15(d) of the 1934 Act, then notwithstanding any provision of
this 1992 Plan to the contrary, grants of Stock Options to non-employee
directors must be uniformly offered to all such individuals.
(c) APPLICABLE LAW. This 1992 Plan, and all Stock Options shall be
governed by the law of the state in which the Corporation is incorporated.
Section IV. Terms of Stock Options.
----------------------
(a) AGREEMENTS. Stock Options shall be evidenced by a written agreement
between the Corporation and the Participant awarded the Stock Option. Said
agreement shall be in such form, and contain such terms and conditions (not
inconsistent with this 1992 Plan) as the Committee may determine. If the Stock
Option described therein is not intended to be an Incentive Stock Option, but
otherwise qualifies as an Incentive Stock Option, such agreement shall include
the following, or a similar, statement: "This stock option is not intended to be
an Incentive Stock Option, as that term is described in Section 422 of the
Internal Revenue Code of 1986, as amended."
-3-
<PAGE> 4
(b) TERM. Stock Options shall be for such periods as may be determined
by the Committee, provided that in the case of 1992 Plan ISOs, the term of any
such 1992 Plan ISO shall not extend beyond three months after the time the
Participant ceases to be an employee of the Corporation. Notwithstanding the
foregoing, the Committee may provide in a 1992 Plan ISO that in the event of the
Permanent and Total Disability or death of the Participant, the 1992 Plan ISO
may be exercised by the Participant or his estate (if applicable) for a period
of up to one year after the date of such Permanent and Total Disability or
Death. In no event may a 1992 Plan ISO be exercisable (including provisions, if
any, for exercise in installments) subsequent to ten years after the date of
grant, or, in the case of 1992 Plan ISOs granted to Ten Percent Stockholders,
more than five years after the date of grant.
(c) PURCHASE PRICE. The purchase price of shares purchased pursuant to
any Stock Option shall be determined by the Committee, and shall be paid by the
employee in full upon exercise (a) in cash or, as the Committee, in its sole
discretion, may permit, (b) by delivery of shares of Common Stock (valued at
their Fair Market Value on the date of such exercise), (c) any other property
(valued at its Fair Market Value on the date of such exercise), or (d) any
combination of cash, stock and other property. In no event will the purchase
price of Common Stock be less than the par value of the Class A Common Stock.
Furthermore, the purchase price of Class A Common Stock subject to a 1992 Plan
ISO shall not be less than the Fair Market Value of the Class A Common Stock on
the date of the issuance of the 1992 Plan ISO, provided that in the case of 1992
Plan ISOs granted to Ten Percent Stockholders, the purchase price shall not be
less than 110% of the Fair Market Value of the Class A Common Stock on the date
of issuance of the 1992 Plan ISO.
(d) FURTHER RESTRICTIONS AS TO INCENTIVE STOCK OPTIONS. To the extent
that the aggregate Fair Market Value of Class A Common Stock with respect to
which Corporation ISOs (determined without regard to this section) are
exercisable for the first time by any Employee Participant during any calendar
year exceeds $100,000, such Corporation ISOs shall be treated as options which
are not Incentive Stock Options. For the purpose of this limitation, options
shall be taken into account in the order granted, and the Committee may
designate that portion of any Corporation ISO that shall be treated as not an
Incentive Stock Option in the event that the provisions of this paragraph apply
to a portion of any option, unless otherwise required by the Code or regulations
of the Internal Revenue Service. The foregoing designation may be made at such
time as the Committee considers appropriate, including after the issuance of the
option or at the time of its exercise. For the purpose of this section, Fair
Market Value shall be determined as of the time the option with respect to such
stock is granted.
(e) RESTRICTIONS. At the discretion of the Committee, the Class A
Common Stock issued pursuant to the Stock Options granted hereunder may be
subject to restrictions on vesting or transferability. For the purposes of this
limitation, options shall be taken into account in the order granted.
(f) WITHHOLDING OF TAXES. Pursuant to applicable Federal, state, local
or foreign laws, the Corporation may be required to collect income or other
taxes upon the grant of a Stock Option to, or exercise of a Stock Option by, a
holder. The Corporation may require, as a
-4-
<PAGE> 5
condition to the exercise of a Stock Option, or demand, at such other time as it
may consider appropriate, that the Employee pay the Corporation the amount of
any taxes which the Corporation may determine is required to be withheld or
collected, and the Employee shall comply with the requirement or demand of the
Corporation. In its discretion, the Corporation may withhold shares to be
received upon exercise of a Stock Option if it deems this an appropriate method
for withholding or collecting taxes.
(g) SECURITIES LAW COMPLIANCE. Upon exercise (or partial exercise) of a
Stock Option, the Employee or other holder of the Stock Option shall make such
representations and furnish such information as may, in the opinion of counsel
for the Corporation, be appropriate to permit the Corporation to issue or
transfer Stock in compliance with the provisions of applicable federal or state
securities laws. The Corporation, in its discretion, may postpone the issuance
and delivery of Stock upon any exercise of this Option until completion of such
registration or other qualification of such shares under any federal or state
laws, or stock exchange listing, as the Corporation may consider appropriate.
Furthermore, the Corporation is not obligated to register or qualify the shares
of Class A Common Stock to be issued upon exercise of a Stock Option under
federal or state securities laws (or to register or qualify them at any time
thereafter), and it may refuse to issue such shares if, in its sole discretion,
registration or exemption from registration is not practical or available. The
Corporation may require that prior to the issuance or transfer of Stock upon
exercise of a Stock Option, the Employee enter into a written agreement to
comply with any restrictions on subsequent disposition that the Corporation
deems necessary or advisable under any applicable federal and state securities
laws. Certificates of Stock issued hereunder may bear a legend reflecting such
restrictions.
(h) RIGHT TO STOCK OPTION. No employee of the Corporation or any other
person shall have any claim or right to be a participant in this 1992 Plan or to
be granted a Stock Option hereunder. Neither this 1992 Plan nor any action taken
hereunder shall be construed as giving any person any right to be retained in
the employ of the Corporation. Nothing contained hereunder shall be construed as
giving any person any equity or interest of any kind in any assets of the
Corporation or creating a trust of any kind or a fiduciary relationship of any
kind between the Corporation and any such person. As to any claim for any unpaid
amounts under this 1992 Plan, any person having a claim for payments shall be an
unsecured creditor.
(i) INDEMNITY. Neither the Board of Directors nor the Committee, nor
any members of either, nor any employees of the Corporation or any parent,
subsidiary, or other affiliate, shall be liable for any act, omission,
interpretation, construction or determination made in good faith in connection
with their responsibilities with respect to this 1992 Plan, and the Corporation
hereby agrees to indemnify the members of the Board of Directors, the members of
the Committee, and the employees of the Corporation and its parent or
subsidiaries in respect of any claim, loss, damage, or expense (including
reasonable counsel fees) arising from any such act, omission, interpretation,
construction or determination to the full extent permitted by law.
(j) PARTICIPATION BY FOREIGNERS. Without amending this 1992 Plan,
except to the extent required by the Code in the case of Incentive Stock
Options, the Committee may modify
-5-
<PAGE> 6
grants made to participants who are foreign nationals or employed outside the
United States so as to recognize differences in local law, tax policy, or
custom.
Section V. Amendment and Termination; Adjustments Upon Changes in Stock.
------------------------------------------------------------
The Board of Directors of the Corporation may at any time, and from
time to time, amend, suspend or terminate this 1992 Plan in whole or in part;
provided, however, that neither the Board of Directors nor the Committee may
amend or modify the definition of Employee Participants, materially increase the
benefits accruing to Participants, increase the number of shares of Class A
Common Stock reserved for purposes of this 1992 Plan, extend the term of this
1992 Plan, materially modify the requirements to be a Participant in this 1992
Plan, or otherwise modify the Plan in any way or manner requiring the approval
of the Stockholders under the Code or Section 16 of the 1934 Act, or rules and
regulations thereunder, without Stockholder Approval and compliance with any
applicable law, rules, or regulations. Except as provided herein, no amendment,
suspension or termination of this 1992 Plan may affect the rights of a
Participant to whom a Stock Option has been granted without such Participant's
consent. The Committee is specifically authorized to convert, in its discretion,
the unexercised portion of any 1992 Plan ISO granted to an Employee Participant
to a Non-qualified Option at any time prior to the exercise, in full, of such
1992 Plan ISO. If there shall be any change in the Class A Common Stock or to
any Stock Option granted under this 1992 Plan through merger, consolidation,
reorganization, recapitalization, stock dividend, stock split or other change in
the corporate structure of the Corporation, appropriate adjustments may be made
by the Board of Directors of the Corporation (or if the Corporation is not the
surviving corporation in any such transaction, the Board of Directors of the
surviving corporation) in the aggregate number and kind of shares subject to
this 1992 Plan, and the number and kind of shares and the price per share
subject to outstanding options, provided that such adjustment does not affect
the qualification of any 1992 Plan ISO as an Incentive Stock Option. In
connection with the foregoing, the Board of Directors may issue new Stock
Options in exchange for outstanding Stock Options.
Section VI. Shares of Stock Subject to the Plan.
-----------------------------------
The number of shares of Class A Common Stock that may be the subject of
awards under this 1992 Plan shall not exceed an aggregate of 1,550,000 shares.
Shares to be delivered under this 1992 Plan may be either authorized but
unissued shares of Class A Common Stock or treasury shares. Any shares subject
to an option hereunder which for any reason expires unexercised, shares
reacquired by the Corporation because restrictions do not lapse, shares returned
because payment is made hereunder in stock of equivalent value rather than in
cash, and/or shares reacquired from a recipient for any other reason shall, at
such time, no longer count towards the aggregate number of shares which have
been the subject of Stock Options issued hereunder, and such number of shares
shall be subject to further awards under this 1992 Plan, provided the total
number of shares then eligible for award under this 1992 Plan may not exceed the
total specified in the first sentence of this Section VI.
-6-
<PAGE> 7
Section VII. Effective Date and Term of this Plan.
------------------------------------
The effective date of this 1992 Plan is May 13, 1992 (the "Effective
Date") and awards under this 1992 Plan may be made for a period of ten years
commencing on the Effective Date. The period during which a Stock Option may be
exercised may extend beyond that time as provided herein.
Dates of Approval by Board of Directors: May 13, 1992 and December 5, 1994 and
November 1, 1995.
Dates of Approval by the Stockholders: May 13, 1992 and December 5, 1994 and
February 22, 1996.
