<PAGE> 1
As filed with the Securities and Exchange Commission on January 26, 1998
Registration No. 333-______________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
----------
AMPACE CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 36-3988574
(State of Incorporation) (I.R.S. Employer Identification No.)
201 Perimeter Park, Suite A
Knoxville, Tennessee 37922
(Address of principal executive offices)
(1) EMPLOYMENT AND STOCK OPTION AGREEMENT - BRUCE W. JONES
(2) EMPLOYMENT AND STOCK OPTION AGREEMENT - JAY N. TAYLOR
(3) EMPLOYMENT AND STOCK OPTION AGREEMENT - DAVID C. FREEMAN
(Full Title of the Plan)
BRUCE W. JONES
Chairman and Chief Financial Officer
Ampace Corporation
201 Perimeter Park, Suite A
Knoxville, Tennessee 37922
(423) 691-5799
(Name, address and telephone number of agent for service)
(with copies to:)
MATTHEW S. HEITER
Baker, Donelson, Bearman & Caldwell
165 Madison Avenue, 2000 First Tennessee Building
Memphis, Tennessee 38103
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
====================================================================================================================================
TITLE OF SECURITIES TO BE AMOUNT TO BE PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
REGISTERED REGISTERED OFFERING PRICE PER SHARE AGGREGATE OFFERING PRICE REGISTRATION FEE
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock 225,000 shares (1) $1.71875(2) $386,718.75(2) $114.08 (1)(2)
====================================================================================================================================
</TABLE>
(1) This figure represents the aggregate number of shares of Common Stock
registered hereby for purchase by certain employees under the
Employment and Stock Option Agreement entered into between the
Registrant and Bruce W. Jones, the Employment and Stock Option
Agreement entered into between the Registrant and Jay N. Taylor and the
Employment and Stock Option Agreement entered into between Registrant
and David C. Freeman (the "Agreements"). Each Agreement is dated
February 16, 1995, and was amended as of May 15, 1997. A total of
75,000 shares of Common Stock are sought to be registered with respect
to each Agreement. There are also registered an undetermined number of
additional shares of Common Stock that may become available for
purchase in accordance with the provisions of the Agreements in the
event of certain changes in the outstanding shares of Common Stock of
the Company, including a stock dividend or stock split.
(2) Estimated solely for the purpose of determining the amount of the
registration fee. Such estimate has been calculated in accordance with
Rule 457(h) under the Securities Act of 1933, as amended, and are based
upon the average high and low sales prices of the Registrant's Common
Stock as reported on the National Market of The Nasdaq Stock Market on
January 23, 1998.
Pursuant to Rule 462 of the 1933 Act, the Registration Statement on
Form S-8 shall be effective upon filing with the Commission.
<PAGE> 2
PART II
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents filed with the Securities and Exchange Commission are
incorporated herein by reference:
1. The Registrant's Annual Report on Form 10-KSB for the year ended December 31,
1996.
2. The Registrant's Quarterly Reports on Form 10-QSB for the quarters ended
March 31, 1997, June 30, 1997, and September 30, 1997.
3. The description of the Registrant's Common Stock contained in its
Registration Statement on Form 8-A filed by the Registrant to register the
Common Stock under the Exchange Act, including all amendments and reports filed
for the purpose of updating such description prior to the termination of the
offering of the Common Stock offered hereby.
All documents subsequently filed by the Registrant pursuant to Sections 13(a),
13(c), 14 and 15(d) of the 1934 Act, prior to the filing of a post-effective
amendment which indicates that all securities offered have been sold or which
deregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference herein and to be a part thereof from the date of
filing of such documents.
ITEM 4. DESCRIPTION OF SECURITIES
No response is required to this item.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
No response is required to this item.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Company is incorporated under the laws of the State of Delaware.
Under the Delaware General Corporation Law including, without limitation,
Section 145, a Delaware corporation may indemnify any person who is, or may be a
party to any proceeding, whether civil, criminal, administrative or
investigative (other than an action by or in the right of the corporation) by
reason of the fact that the person is or was acting in the corporation's behalf
as a director, officer, or agent, against expenses (including attorneys' fees),
judgments, fines and amount paid in settlement actually and reasonably incurred
by such person in connection with such proceeding, provided such person acted in
good faith and in a manner the person reasonably believed to be in or not
opposed to the corporation's best interests and, with respect to any criminal
action or proceeding, had no reasonable cause to believe that the person's
conduct was illegal. A Delaware corporation may indemnify any person described
above who is, or may be a party to any proceeding by or in the right of the
corporation against expenses if the person acted in good faith and with
reasonable belief that such person's actions were not opposed to the
corporation's best interests; provided that no indemnification may be made if
the person is adjudged liable to the corporation, unless a court determines that
such indemnification is permissible. Where an officer or director is successful
on the merits or otherwise in the defense of any action referred to above, the
corporation must indemnify him against the expenses which such officer or
director has actually and reasonably incurred.
The Registrant's Certificate of Incorporation and Article 6.1 of the
Registrant's Bylaws provide for the indemnification of directors and officers of
the Company to the fullest extent permitted by the laws of the State of
Delaware, as now in effect and as hereafter amended; provided that such future
amendments grant broader
<PAGE> 3
indemnification rights than the prior law. Article 6.1 of the Registrant's
Bylaws provides that the right to indemnification is a contract right and
includes the right to be paid by the Registrant the expenses incurred in
defending any such proceeding in advance of its final disposition. The
Registrant's Bylaws provide that the Registrant may, by action of its Board of
Directors, provide indemnification to employees and agents of the Registrant
with the same scope and effect as the indemnification of directors and officers.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
No response is required to this item.
ITEM 8. EXHIBITS
Exhibit Number Description
5 Opinion and Consent of Baker, Donelson, Bearman & Caldwell
10(a) Amendment No. 2 to Employment and Stock Option Agreement - Bruce W.
Jones(1)
10(b) Amendment No. 2 to Employment and Stock Option Agreement - Jay N.
Taylor(2)
10(c) Amendment No. 2 to Employment and Stock Option Agreement - David C.
Freeman(3)
23(a) Consent of Baker, Donelson, Bearman & Caldwell (contained in Exhibit 5)
23(b) Consent of KPMG Peat Marwick LLP
24 Power of Attorney (Included on signature page)
1 Employment and Stock Option Agreement - Bruce W. Jones as
adopted on February 16, 1995 is attached as Exhibit 10.2 to
the Registrant's form SB-2 Registration Statement No.
33-87656C as filed with the SEC on December 22, 1994, and is
hereby incorporated by reference. Amendment No. 1 to
Employment and Stock Option Agreement - Bruce W. Jones as
adopted on February 16, 1995 is attached as Exhibit 10.2(a) to
the Registrant's Amendment No. 1 to form SB-2 Registration
Statement No. 33-87656C as filed with the SEC on January 26,
1995, and is hereby incorporated by reference.
2 Employment and Stock Option Agreement - Jay N. Taylor as
adopted on February 16, 1995 is attached as Exhibit 10.3 to
the Registrant's form SB-2 Registration Statement No.
33-87656C as filed with the SEC on December 22, 1994, and is
hereby incorporated by reference. Amendment No. 1 to
Employment and Stock Option Agreement - Jay N. Taylor as
adopted on February 16, 1995 is attached as Exhibit 10.3(a) to
the Registrant's Amendment No. 1 to form SB-2 Registration
Statement No. 33-87656C as filed with the SEC on January 26,
1995, and is hereby incorporated by reference.
3 Employment and Stock Option Agreement - David C. Freeman as
adopted on February 16, 1995 is attached as Exhibit 10.4 to
the Registrant's form SB-2 Registration Statement No.
33-87656C as filed with the SEC on December 22, 1994, and is
hereby incorporated by reference. Amendment No. 1 to
Employment and Stock Option Agreement - David C. Freeman as
adopted on February 16, 1995 is attached as Exhibit 10.4(a) to
the Registrant's Amendment No. 1 to form SB-2 Registration
Statement No. 33-87656C as filed with the SEC on January 26,
1995, and is hereby
- 3 -
<PAGE> 4
incorporated by reference.
ITEM 9. UNDERTAKINGS
(a) 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 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.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933 (the "1933 Act"), each such posteffective 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) The undersigned registrant hereby undertakes that, for the purposes
of determining any liability under the 1933 Act, each filing of the registrant's
annual report pursuant to Section 13(a) or Section 15(d) of the 1934 Act (and,
where applicable, each filing of an employee benefit plan's annual report
pursuant to Section 15(d) of the Act) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the 1933
Act 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 1933 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 1933 Act and will be governed by the final
adjudication of such issue.
- 4 -
<PAGE> 5
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 Knoxville, State of Tennessee, on the 10th day of
December, 1997.
AMPACE CORPORATION
By: /s/ Bruce W. Jones
----------------------------------
Bruce W. Jones, Chairman & Chief
Financial Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Bruce W. Jones his true and lawful
attorney-in-fact and agent, with full power of substitution and resubstitution,
for him and in his name, place and stead, in any and all capacities, to sign any
and all 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 fully to all intents and purposes as
he might or could do in person thereby ratifying and confirming all that said
attorneys-in-fact and agents or any of them, or their or his substitutes or
substitute, 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 below by the following persons in the
capacities and on the date indicated.
<TABLE>
<CAPTION>
NAME TITLE DATE
---- ----- ----
<S> <C> <C>
/s/ Bruce W. Jones Chairman of the Board, Chief Financial Officer December 10, 1997
- ---------------------------------------- and Director
Bruce W. Jones
/s/ Jay N. Taylor Chief Executive Officer, President and Director December 10, 1997
- ---------------------------------------
Jay N. Taylor
/s/ David C. Freeman Executive Vice President and Director December 10, 1997
- ---------------------------------------
David C. Freeman
/s/ Douglas M. Harper Director December 10, 1997
- ---------------------------------------
Douglas M. Harper
/s/ David A. Lyman Director December 10, 1997
- ---------------------------------------
David A. Lyman
</TABLE>
- 5 -
<PAGE> 1
EXHIBIT 5
OPINION AND CONSENT OF BAKER, DONELSON, BEARMAN & CALDWELL
-5- 1 -
<PAGE> 2
January 23, 1998
Ampace Corporation
130 Mabry Hood Road, Suite 220
Knoxville, Tennessee 37922
RE: Employment and Stock Option Agreement - Bruce W. Jones
Employment and Stock Option Agreement - Jay N. Taylor
Employment and Stock Option Agreement - David C. Freeman
Gentlemen:
We have acted as securities counsel for Ampace Corporation, a Delaware
corporation (the "Company"), in connection with the Company's Registration
Statement on Form S-8 (the "Registration Statement"), pursuant to the Securities
Act of 1933, as amended, relating to the Company's Employment and Stock Option
Agreement between the Company and Bruce W. Jones, the Employment and Stock
Option Agreement between the Company and Jay N. Taylor, and the Employment and
Stock Option Agreement between the Company and David C. Freeman (the
"Agreements"). This opinion is being furnished in response to Item 601 of
Regulation S-K and the instructions to Form S-8.
We are familiar with the proceedings to date with respect to the
proposed offering and have examined such records, documents and matters of law
and satisfied ourselves as to such matters of fact as we have considered
relevant for purposes of this opinion.
On the basis of the foregoing, we are of the opinion that:
1. The Company is a corporation duly organized and existing under the
laws of the State of Delaware.
2. The Agreements have been duly and validly authorized and adopted,
and the shares of Common Stock of the Company (the "Shares") that may be issued
and sold from time to time in accordance with the Agreements have been duly
authorized for issuance and will, when issued, sold and paid for in accordance
with the Agreements, be validly issued, fully paid and non-assessable.
The foregoing opinion is limited to the federal laws of the United
States and the corporate laws of the State of Delaware, and we are expressing no
opinion as to the effect of the laws of any other jurisdiction.
In rendering the foregoing opinion, we have relied to the extent we
deem such reliance appropriate as to certain matters on statements,
representations and other information obtained from public officials, officers
of the Company and other sources believed by us to be responsible.
-5- 2 -
<PAGE> 3
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement, and to the reference to us in the Prospectus that is a
part of the Registration Statement. In giving such consent, we do not thereby
admit that we are in the category of persons whose consent is required under
Section 7 of the Act.
Very truly yours,
BAKER, DONELSON, BEARMAN & CALDWELL,
a Professional Corporation
By: /s/ Matthew S. Heiter
--------------------------------
Matthew S. Heiter, a Shareholder
-5- 3 -
<PAGE> 1
EXHIBIT 10(a)
AMENDMENT NO. 2 TO EMPLOYMENT AND STOCK OPTION AGREEMENT - BRUCE W. JONES
10(a)-1
<PAGE> 2
SECOND AMENDMENT TO
EMPLOYMENT AND STOCK OPTION AGREEMENT
THIS SECOND AMENDMENT TO EMPLOYMENT AND STOCK OPTION AGREEMENT (the
"Amendment") is entered into this 22nd day of October, 1997, between AMPACE
CORPORATION, a Delaware corporation (the "Company") and Bruce W. Jones (the
"Executive").
WITNESSETH:
WHEREAS, the parties hereto have previously entered into an Employment
and Stock Option Agreement dated February 16, 1995 (the "Agreement"); and
WHEREAS, the parties desire to amend the Agreement as provided herein;
NOW, THEREFORE, in consideration of the mutual covenants and agreements
set forth below, it is hereby covenanted and agreed by the Company and the
Executive as follows:
1. Section 5(b) of the Agreement is hereby deleted in its entirety and
replaced with the following paragraph:
(b) The Option Price shall be $1.41 per share; provided,
however that in case the Company should at any time subdivide
the outstanding shares of Common Stock, or shall issue a stock
dividend on its outstanding Common Stock, the Option Price
shall be proportionately decreased, and in the case the
Company shall at any time combine the outstanding shares of
Common Stock, the Option Price in effect immediately prior to
such combination shall be proportionately increased, effective
at the close of business on the date of such subdivision,
dividend or combination, as the case may be.
2. The text of Section 5(d) of the Agreement following subsection (v)
of said Section is hereby deleted in its entirety and replaced with the
following:
Upon the occurrence of any event described above (a "Change of
Control"), (i) the Company shall provide the Executive written
notice of such Change of Control and (ii) the Option shall
automatically accelerate and become fully exercisable.
In addition, upon a Change of Control described in Section
5(d)(i), the portion of the Option that is not exercised shall
be assumed by, or replaced with comparable
10(a)-2
<PAGE> 3
options by, the surviving corporation. Any replacement options
shall entitle the Executive to receive the same amount and
type of securities as the Executive would have received as a
result of the Change of Control had the Executive exercised
the Options immediately prior to the Change of Control.
3. Section 11 of the Agreement is hereby deleted in its entirety and
replaced with the following paragraph:
If this Agreement is terminated for any reason, other than
"Cause," the Executive will be entitled to receive an amount
equal to 2.5 times the total amount of salary and bonus
compensation paid to Executive during the year prior to
termination ("Severance Pay"). For purposes of this paragraph,
"Cause" shall mean (i) the commission of a felony or a crime
involving moral turpitude or the commission of any other act
involving dishonesty, disloyalty or fraud with respect to the
Company or any of its subsidiaries, (ii) conduct tending to
bring the Company or any of its subsidiaries into substantial
public disgrace or disrepute, (iii) willful disregard of
significant management responsibilities directed by the Board,
(iv) gross negligence or willful misconduct with respect to
the Company or any of its subsidiaries or (v) any other
material breach of this Agreement that is not cured within 15
days after written notice thereof to the Executive.
4. The remaining provisions of the Agreement which have not been
modified by this Amendment shall remain in full force and effect as if set forth
herein.
IN WITNESS WHEREOF, the Executive has hereunto set his hand and the
Company has caused these presents to be executed in its name and on its behalf,
all as of the day and year first above written.
AMPACE CORPORATION
By: /s/ Jay N. Taylor
------------------------------
Title: President
/s/ Bruce W. Jones
------------------------------
Bruce W. Jones
10(a)-3
<PAGE> 1
EXHIBIT 10(b)
AMENDMENT NO. 2 TO EMPLOYMENT AND STOCK OPTION AGREEMENT - JAY N. TAYLOR
10(b)-1
<PAGE> 2
SECOND AMENDMENT TO
EMPLOYMENT AND STOCK OPTION AGREEMENT
THIS SECOND AMENDMENT TO EMPLOYMENT AND STOCK OPTION AGREEMENT (the
"Amendment") is entered into this 22nd day of October, 1997, between AMPACE
CORPORATION, a Delaware corporation (the "Company") and Jay N. Taylor (the
"Executive").
WITNESSETH:
WHEREAS, the parties hereto have previously entered into an Employment
and Stock Option Agreement dated February 16, 1995 (the "Agreement"); and
WHEREAS, the parties desire to amend the Agreement as provided herein;
NOW, THEREFORE, in consideration of the mutual covenants and agreements
set forth below, it is hereby covenanted and agreed by the Company and the
Executive as follows:
1. Section 5(b) of the Agreement is hereby deleted in its entirety and
replaced with the following paragraph:
(b) The Option Price shall be $1.41 per share; provided,
however that in case the Company should at any time subdivide
the outstanding shares of Common Stock, or shall issue a stock
dividend on its outstanding Common Stock, the Option Price
shall be proportionately decreased, and in the case the
Company shall at any time combine the outstanding shares of
Common Stock, the Option Price in effect immediately prior to
such combination shall be proportionately increased, effective
at the close of business on the date of such subdivision,
dividend or combination, as the case may be.
2. The text of Section 5(d) of the Agreement following subsection (v)
of said Section is hereby deleted in its entirety and replaced with the
following:
Upon the occurrence of any event described above (a "Change of
Control"), (i) the Company shall provide the Executive written
notice of such Change of Control and (ii) the Option shall
automatically accelerate and become fully exercisable.
In addition, upon a Change of Control described in Section
5(d)(i), the portion of the Option that is not exercised shall
be assumed by, or replaced with comparable
10(b)-2
<PAGE> 3
options by, the surviving corporation. Any replacement options
shall entitle the Executive to receive the same amount and
type of securities as the Executive would have received as a
result of the Change of Control had the Executive exercised
the Options immediately prior to the Change of Control.
3. Section 11 of the Agreement is hereby deleted in its entirety and
replaced with the following paragraph:
If this Agreement is terminated for any reason, other than
"Cause," the Executive will be entitled to receive an amount
equal to 2.5 times the total amount of salary and bonus
compensation paid to Executive during the year prior to
termination ("Severance Pay"). For purposes of this paragraph,
"Cause" shall mean (i) the commission of a felony or a crime
involving moral turpitude or the commission of any other act
involving dishonesty, disloyalty or fraud with respect to the
Company or any of its subsidiaries, (ii) conduct tending to
bring the Company or any of its subsidiaries into substantial
public disgrace or disrepute, (iii) willful disregard of
significant management responsibilities directed by the Board,
(iv) gross negligence or willful misconduct with respect to
the Company or any of its subsidiaries or (v) any other
material breach of this Agreement that is not cured within 15
days after written notice thereof to the Executive.
4. The remaining provisions of the Agreement which have not been
modified by this Amendment shall remain in full force and effect as if set forth
herein.
IN WITNESS WHEREOF, the Executive has hereunto set his hand and the
Company has caused these presents to be executed in its name and on its behalf,
all as of the day and year first above written.
AMPACE CORPORATION
By: /s/ Bruce W. Jones
-------------------------
Title: Chairman &
Chief Financial Officer
/s/ Jay N. Taylor
-------------------------
Jay N. Taylor
10(b)-3
<PAGE> 1
EXHIBIT 10(c)
AMENDMENT NO. 2 TO EMPLOYMENT AND STOCK OPTION AGREEMENT - DAVID C. FREEMAN
10(c)-1
<PAGE> 2
SECOND AMENDMENT TO
EMPLOYMENT AND STOCK OPTION AGREEMENT
THIS SECOND AMENDMENT TO EMPLOYMENT AND STOCK OPTION AGREEMENT (the
"Amendment") is entered into this 22nd day of October, 1997, between AMPACE
CORPORATION, a Delaware corporation (the "Company") and David C. Freeman (the
"Executive").
WITNESSETH:
WHEREAS, the parties hereto have previously entered into an Employment
and Stock Option Agreement dated February 16, 1995 (the "Agreement"); and
WHEREAS, the parties desire to amend the Agreement as provided herein;
NOW, THEREFORE, in consideration of the mutual covenants and agreements
set forth below, it is hereby covenanted and agreed by the Company and the
Executive as follows:
1. Section 5(b) of the Agreement is hereby deleted in its entirety and
replaced with the following paragraph:
(b) The Option Price shall be $1.41 per share; provided,
however that in case the Company should at any time subdivide
the outstanding shares of Common Stock, or shall issue a stock
dividend on its outstanding Common Stock, the Option Price
shall be proportionately decreased, and in the case the
Company shall at any time combine the outstanding shares of
Common Stock, the Option Price in effect immediately prior to
such combination shall be proportionately increased, effective
at the close of business on the date of such subdivision,
dividend or combination, as the case may be.
2. The text of Section 5(d) of the Agreement following subsection (v)
of said Section is hereby deleted in its entirety and replaced with the
following:
Upon the occurrence of any event described above (a "Change of
Control"), (i) the Company shall provide the Executive written
notice of such Change of Control and (ii) the Option shall
automatically accelerate and become fully exercisable.
In addition, upon a Change of Control described in Section
5(d)(i), the portion of the Option that is not exercised shall
be assumed by, or replaced with comparable
10(c)-2
<PAGE> 3
options by, the surviving corporation. Any replacement options
shall entitle the Executive to receive the same amount and
type of securities as the Executive would have received as a
result of the Change of Control had the Executive exercised
the Options immediately prior to the Change of Control.
3. Section 11 of the Agreement is hereby deleted in its entirety and
replaced with the following paragraph:
If this Agreement is terminated for any reason, other than
"Cause," the Executive will be entitled to receive an amount
equal to 2.5 times the total amount of salary and bonus
compensation paid to Executive during the year prior to
termination ("Severance Pay"). For purposes of this paragraph,
"Cause" shall mean (i) the commission of a felony or a crime
involving moral turpitude or the commission of any other act
involving dishonesty, disloyalty or fraud with respect to the
Company or any of its subsidiaries, (ii) conduct tending to
bring the Company or any of its subsidiaries into substantial
public disgrace or disrepute, (iii) willful disregard of
significant management responsibilities directed by the Board,
(iv) gross negligence or willful misconduct with respect to
the Company or any of its subsidiaries or (v) any other
material breach of this Agreement that is not cured within 15
days after written notice thereof to the Executive.
4. The remaining provisions of the Agreement which have not been
modified by this Amendment shall remain in full force and effect as if set forth
herein.
IN WITNESS WHEREOF, the Executive has hereunto set his hand and the
Company has caused these presents to be executed in its name and on its behalf,
all as of the day and year first above written.
AMPACE CORPORATION
By: /s/ Jay N. Taylor
-------------------------
Title: President
/s/ David C. Freeman
-------------------------
David C. Freeman
10(c)-3
<PAGE> 1
EXHIBIT 23(b)
CONSENT OF KPMG PEAT MARWICK LLP
23(b)-1
<PAGE> 2
Accountants' Consent
The Board of Directors
Ampace Corporation
We consent to the use of our report incorporated herein by reference.
/s/ KPMG Peat Marwick LLP
-----------------------------
KPMG Peat Marwick LLP
Little Rock, Arkansas
January 19, 1998
23(b)-2
