As filed with the Securities and Exchange Commission on September 26, 1994
File No. 33-_____
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
THE L. S. STARRETT COMPANY
(Exact name of registrant as specified in its charter)
Massachusetts 04-1866480
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
121 Crescent Street
Athol, Massachusetts 01331
(Address of principal executive offices, including zip code)
_________________________
1992 Employees' Stock Purchase Plan
Employees' Stock Purchase Plan, 1952
_________________________
(Full titles of the plans)
Roger U. Wellington, Jr. Peter MacDougall
The L. S. Starrett Company Ropes & Gray
121 Crescent Street One International Place
Athol, Massachusetts 01331 Boston, Massachusetts 02110
(508) 249-3551 (617) 951-7000
_________________________
(Name, Address and Telephone Number, including Area Code, of Agents for
Service)
CALCULATION OF REGISTRATION FEE
Title of Amount Proposed Proposed Amount of
Securities to be maximum maximum registration
to be registered offering aggregate fee
registered price per offering
share<F1> price<F1>
Common Stock, 800,000 shs. $19.071875 $15,257,500 $5,454.64
par value $1.00 25,000 shs. $22.4375 $ 560,938
[FN]
<F1> Pursuant to Rule 457, the proposed maximum offering price per share is
based on the average of the high and low prices of the L.S. Starrett Company
Class A Common Stock reported on the New York Stock Exchange, Inc. on September
22, 1994 with respect to 25,000 shares offered pursuant to the Employees' Stock
Purchase Plan, 1952 and on 85% of said price with respect to 800,000 shares
offered pursuant to the 1992 Employees' Stock Purchase Plan.
Page 1 of 16 pages. Exhibit Index on page 7.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Note: The document(s) containing the information required by Item 1 of
this Form S-8 and the statement of availability of Registrant information, and
other information required by Item 2 of this Form will be sent or given to
employees as specified by Rule 428 under the Securities Act of 1933, as amended
(the "Act"). In accordance with Rule 428 and the requirements of Part I of
Form S-8, such documents are not being filed with the Securities and Exchange
Commission (the "Commission") either as part of this Registration Statement or
as prospectuses or prospectus supplements pursuant to Rule 424. The L. S.
Starrett Company (the "Company" or the "Registrant") shall maintain a file of
such documents in accordance with the provisions of Rule 428. Upon request,
the Registrant shall furnish to the Commission or its staff a copy of any or
all of the documents included in such file.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The Registrant incorporates the following documents herein by reference:
(a) The Company's Form 10-K for the fiscal year ended June 25, 1994, as filed
with the Commission pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act").
(b) All other reports filed pursuant to Section 13(a) or 15(d) of the Exchange
Act since the end of the fiscal year covered by the Company document
referred to in (a) above.
(c) The description of the Company's Class A and Class B Common Stock, $1.00
par value (the "Common Stock"), contained in the Company's Registration
Statements and subsequent reports filed under the Exchange Act.
All documents subsequently filed by the Registrant pursuant to Section 13(a),
Section 13(c), Section 14 and Section 15(d) of the Exchange Act, prior to the
filing of a post-effective amendment to this registration statement that
indicates that all securities offered have been sold or which deregisters all
securities then remaining unsold, shall be deemed incorporated herein by
reference and to be part hereof from the date of filing of such documents.
Item 4. Description of Securities.
Both the Company's Class A and Class B Common Stock are registered under
Section 12 of the Exchange Act.
Holders of Class A and Class B Common Stock are entitled to receive
dividends when and if declared by the Board of Directors of the Company. No
cash dividends, however, may be declared on the Class B Common Stock unless
cash dividends of at least an equal amount are declared and paid on the Class A
Common Stock. In addition, no dividends payable in stock or property (other
than cash) shall be declared or paid on either the Class A or Class B Common
Stock unless an equal per share dividend of stock or property is declared and
paid on the shares of the other class. The Common Stock does not have
cumulative voting rights. Every holder of Class A Common Stock is entitled to
one vote on all matters for each share held and every holder of Class B Common
Stock is entitled to ten votes on all matters for each share held. Except as
otherwise required by law or the Articles of Organization of the Company, the
holders of Class A and Class B Common Stock vote together as a single class,
subject to any voting rights which may be granted to holders of any series of
Preferred Stock.
At every meeting of the stockholders called for the election of directors,
the holders of Class A Common Stock, voting as a class, are entitled to elect
25% of the number of directors to be elected at such meeting, and if 25% of
such number of directors is not a whole number, then the holders of Class A
Common Stock, voting as a class, are entitled to elect the next higher whole
number of directors to be elected at such meeting but in any event are entitled
to elect at least one director at such meeting, and the holders of Class B
Common Stock have no voting rights with respect to the election of such
directors. The holders of Class A Common Stock and Class B Common Stock,
voting as a single class, are entitled to elect the remaining directors to be
elected at such meeting.
The vote of two-thirds of the Class A and Class B Common Stock outstanding
and entitled to vote, voting together as a class, shall be necessary for
approval of any agreement of consolidation or merger entered into by the
Company pursuant to the provisions of Section 78 or Section 79 of Chapter 156B
of the General Laws of The Commonwealth of Massachusetts.
Holders of the Common Stock are entitled in liquidation to pro rata
distribution of assets available for distribution to the stockholders after
payment of debts and expenses of liquidation. No holder of Common Stock has
any pre-emptive right to subscribe to any additional shares of any class of
stock. Each share of Class B Common Stock may at any time be converted into a
share of Class A Common Stock. Otherwise, there are no conversion rights,
sinking fund or redemption provisions relating to the Common Stock.
Outstanding shares of Common Stock are fully paid and non-assessable. The
Class B Common Stock is not transferable except in certain limited
circumstances including a transfer to the holder's spouse or to a lineal
descendant of the holder.
The Company has a stockholder rights plan to protect stockholders from
attempts to acquire the Company on unfavorable terms not approved by the Board
of Directors. Under certain circumstances, the plan entitles each Class A or
Class B share to additional shares of the Company or an acquiring company, as
defined, at a 50% discount to market. Generally, the rights will be
exercisable if a person or group acquires 15% or more of the Company's
outstanding shares. The rights trade together with the underlying common
stock, can be redeemed by the Company for $.01 per right and expire in the year
2000.
Item 5. Interests of Named Experts and Counsel.
Peter MacDougall, a partner in Ropes & Gray, is Clerk to the Company.
Item 6. Indemnification of Directors and Officers.
The Company's By-Laws provide that the Company shall, to the extent
legally permissible, indemnify each of its directors or officers against all
liabilities and expenses, including amounts paid in satisfaction of judgments,
in compromise or as fines and penalties, and counsel fees, reasonably incurred
by him in connection with the defense or disposition of any action, suit or
other proceeding, whether civil or criminal, in which he may be involved or
with which he may be threatened, while in office or thereafter, by reason of
his being or having been such a director or officer, except with respect to any
matter as to which he shall have been determined as provided in the By-Laws not
to have acted in good faith in the reasonable belief that his action was in the
best interests of the Company.
Insofar as indemnification for liabilities arising under the Act may be
permitted to directors, officers and controlling persons of the Company
pursuant to the foregoing provisions, or otherwise, the Company has been
advised that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable.
The Company has purchased Reimbursement for Directors and Officers
Liability Insurance and Directors and Officers Liability Insurance.
Item 7. Exemption From Registration Claimed.
Not applicable.
Item 8. Exhibits.
Number Title of Exhibit
4.1 1992 Employees' Stock Purchase Plan.
4.2 Employees' Stock Purchase Plan, 1952.
5. Opinion of Ropes & Gray.
23.1 Consent of Deloitte & Touche LLP.
23.2 Consent of Ropes & Gray (contained in the opinion filed as
Exhibit 5 to this registration statement).
24. Powers of Attorney (included on signature page).
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; (i) to
include any prospectus required by Section 10(a)(3) of the Act, (ii) to
reflect in the prospectus any facts or events arising after the effective
date of the Registration Statement (or the most recent post-effective
amendment thereof) which, individually or in the aggregate, represent a
fundamental change in the information set forth in the Registration
Statement, and (iii) to include any material information with respect to
the plan of distribution not previously disclosed in the Registration
Statement or any material change to such information in the Registration
Statement; provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii)
shall not apply if the information required to be included in a post-
effective amendment by those paragraphs is contained in periodic reports
filed by the Registrant pursuant to section 13 or section 15(d) of the
Exchange Act that are incorporated by reference in the Registration
Statement.
(2) that, for the purpose of determining any liability under the
Act, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered herein, and the
offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof;
(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 purposes of
determining any liability under the Act, each filing of the Registrant's annual
report pursuant to Section 13(a) or Section 15(d) of the Exchange Act that is
incorporated by reference in the Registration Statement shall be deemed to be a
new registration statement relating to the securities offered herein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the 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 Commission such indemnification is against
public policy as expressed in the Act and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities (other than the
payment by the Registrant of expenses incurred or paid by a director, officer
or controlling person of the Registrant in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered, the
Registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate jurisdiction
the question whether such indemnification by it is against public policy as
expressed in the Act and will be governed by the final adjudication of such
issue.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this registration
statement on Form S-8 to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Athol, The Commonwealth of Massachusetts, on
September 21, 1994.
THE L. S. STARRETT COMPANY
By /s/ Douglas R. Starrett
Douglas R. Starrett
President
POWER OF ATTORNEY
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated. Each person whose signature appears
below hereby authorizes and constitutes Douglas R. Starrett, Roger U.
Wellington, Jr. and Peter MacDougall, and each of them singly, his true and
lawful attorneys with full power to them, and each of them singly, to sign for
him and in his name in the capacities indicated below any and all amendments
(including post-effective amendments) to this registration statement and to
file the same, with exhibits thereto, and other documents in connection
therewith, and he hereby ratifies and confirms his signature as it may be
signed by said attorneys, or any of them, to any and all such amendments.
Signature Capacity in Which Signed Date
/s/ Douglas R. Starrett President and Director September 21, 1994
Douglas R. Starrett (principal executive
officer)
/s/ Roger U. Wellington, Jr. Treasurer and Chief September 21, 1994
Roger U. Wellington, Jr. Executive Officer and
Director (principal
executive officer)
/s/ Steven G. Thomson Chief Accounting September 21, 1994
Steven G. Thomson Officer
/s/ J. Richard Bullock Director September 21, 1994
J. Richard Bullock
/s/ William S. Hurley Director September 21, 1994
William S. Hurley
/s/ Andrew B. Sides, Jr. Director September 21, 1994
Andrew B. Sides, Jr.
/s/ Douglas A. Starrett Executive Vice September 21, 1994
Douglas A. Starrett President and
Director
/s/ George B. Webber Vice President September 21, 1994
George B. Webber Webber Gage
Division and
Director
EXHIBIT INDEX
Number Title of Exhibit Page
4.1 1992 Employees' Stock Purchase Plan. 8
4.2 Employees' Stock Purchase Plan, 1952. 13
5. Opinion of Ropes & Gray 15
23.1 Consent of Deloitte & Touche LLP 16
23.2 Consent of Ropes & Gray (contained in the
opinion filed as Exhibit 5 to this registration
statement).
24. Powers of Attorney (included on Signature Page).
Exhibit 4.1
THE L. S. STARRETT COMPANY
1992 EMPLOYEES' STOCK PURCHASE PLAN
Section 1. Purpose and Scope of Plan.
The L. S. Starrett Company 1992 Employees' Stock Purchase Plan (the
"Plan") is intended to provide a convenient means by which eligible employees
of The L. S. Starrett Company (the "Company") and of such subsidiaries of the
Company as the Board of Directors of the Company may from time to time
designate ("participating subsidiaries") may save regularly through voluntary,
systematic payroll deductions and use such savings to purchase shares of stock
of the Company ("Stock") at an option price, and thereby acquire an interest in
the future of the Company. For all purposes of the Plan, the term "Stock"
shall include Class A Common Stock of the Company and, to such extent (if any)
as the Board of Directors of the Company may determine consistent with the
purposes of the Plan, Class B Common Stock of the Company. The purpose of the
Plan is to help provide personnel a nest egg for retirement. The Plan is not
intended to be used as a buy and sell plan while the participant is actively
employed. The Plan allows each participant to acquire shares of Stock at a
favorable price to accomplish this purpose.
For these purposes, the Company has established this Plan under which it
will issue an aggregate of not more than 800,000 shares of Stock pursuant to
the exercise of options granted only to employees who meet the eligibility
requirements set forth in Section 2 hereof. Said options shall, subject to the
Company's right to discontinue the Plan at its discretion at any time, be
granted by the Company from time to time over a five-year period commencing
with the effective date of the Plan as specified in Section 20 hereof.
For purposes of the Plan, the term "subsidiary" shall mean a "subsidiary
corporation" within the meaning of Section 424(f) of the Internal Revenue Code
of 1986, as it may from time to time be amended (the "Code").
Section 2. Eligible Employees.
Each employee (including employee-directors) who, on a date of grant of an
option hereunder, has six months or more continuous service in the employ of
the Company or a participating subsidiary shall be eligible to participate in
the Plan.
Section 3. Term of Options.
Subject to Section 12 hereof, each option for the purchase of Stock
hereunder shall, unless exercised in accordance with Section 9, expire two
years from the date of its grant.
Section 4. Purchase Price.
The purchase price of the Stock issued pursuant to the exercise of an
option granted under the Plan shall be 85% of the fair market value of the
Stock at (i) the time of grant of the option or (ii) the time at which such
option is exercised, whichever is less. The fair market value of the Stock
shall be determined by the Company.
Section 5. Number of Shares.
Pursuant to any offering made by the Company, the Company shall grant to
an eligible employee an option to purchase such number of shares of Stock as
the employee may request but no employee shall be granted options permitting
him to purchase more than 9,600 shares under the Plan. All such requests shall
be subject to adjustment by the Company, which reserves the right to reduce on
a substantially proportionate basis the number of shares which all employees
have requested to purchase in the event that the number of shares of Stock then
available under the Plan is insufficient to grant the total number of shares
provided in such requests.
Section 6. Method of Participation.
Upon notice of the Company's intention to grant options pursuant to the
Plan, each employee who will be eligible on the date of grant shall, within the
time and in the manner specified in said notice, inform the Company of the
number of shares of Stock for which he wishes to receive an option pursuant
thereto. Thereafter, the Company shall grant each such employee an option in
writing which shall include provisions as to the date of grant of the option,
the option price, the number of shares of Stock subject to such option, the
date such option shall be exercisable, and the date such option will expire.
Section 7. Method of Payment.
An employee who wishes to accept the terms of an option granted hereunder
shall execute and deliver to the Company a payroll deduction authorization
providing for the accumulation of savings equal to the total purchase price for
the Stock subject to such option (determined by reference to its value on the
date of grant) by means of substantially equal payroll deductions over the term
of the option.
Any employee who voluntarily terminates or withdraws his payroll deduction
authorization shall be deemed to have cancelled his option and the provisions
of Section 11 shall apply. If an employee's payroll deductions are temporarily
discontinued because of leave of absence or temporary disability, such employee
shall have the right at any time prior to the expiration of the option to pay
in cash the amount by which the full purchase price of the number of shares he
wishes to purchase under the option exceeds the amount paid in by payroll
deductions.
Notwithstanding anything herein to the contrary, an employee may make
advance cash payments at any time and in any amounts.
Section 8. Rights as a Shareholder.
An employee shall not have any of the rights and privileges of a
shareholder of the Company and shall not receive any dividends in respect to
any shares of Stock subject to an option hereunder, unless and until he has
been issued certificates representing such shares.
Section 9. Exercise of Options.
Any option granted under the Plan shall be exercised by written notice
filed with the Company at such time and in such form as the Company may
prescribe. Such notice of exercise shall specify the number of shares for
which such option is exercised and shall include a representation that the
Stock to be issued pursuant to such exercise is being acquired for investment
and not with any existing intention to resell said Stock.
As soon as practicable after receipt of such notice of exercise, the
Company shall apply the employee's accumulated savings and any additional cash
contributions under the Plan to the purchase price of the shares under the
option so exercised, shall issue and deliver certificates for said shares to
the employee and shall return to him the balance, if any, of payments made by
him and interest thereon in excess of the total purchase price of the shares so
issued.
Notwithstanding anything herein to the contrary, the Company's obligation
to issue and deliver shares of Stock under the Plan shall be subject to the
approval of any governmental authority required in connection with the
authorization, issuance, sale or transfer of said shares and to any
requirements of the New York Stock Exchange applicable thereto.
Section 10. Interest.
Interest shall be payable on any savings and any additional cash
contributions accumulated under the Plan by an employee. Such interest shall
be computed in such reasonable manner and at such reasonable rate as the
Company shall determine.
Section 11. Right to Cancel.
An employee who holds an option under the Plan may at any time prior to
his exercise thereof cancel all or any part of his option by filing a notice in
writing with the Company. In the event that an employee holds more than one
option, he may cancel any or all options so held; provided, however, that such
employee must cancel said options in reverse chronological order of their dates
of grant. Upon such cancellation, all payments made by the employee in respect
to the cancelled portion of such option shall be returned to him with interest.
Section 12. Termination of Employment.
In the event an employee holds any option hereunder at the time his
service with the Company and its Subsidiaries is terminated by his retirement
with the consent of the employer within three months of the time such option
becomes exercisable, or by his death whenever occurring, such employee or his
legal representative may, by a writing delivered to the Company on or before
the date such option is exercisable, elect either to (i) cancel any such option
and receive in cash, with interest, the total amount of any savings and
additional contributions accumulated in respect to such option, or (ii) pay to
the Company the amount, if any, which is necessary to complete payment for the
shares of Stock under option. In the event such employee or his legal
representative does not file a written election upon such termination any
outstanding option shall be treated as if an election had been filed pursuant
to subparagraph (i) above.
Upon the termination of an employee's service with the Company and its
subsidiaries for any other reason, any option held by him under the Plan shall
terminate and all savings and additional contributions accumulated by the
employee in respect thereto shall be returned to him with interest, and he
shall have no further rights under the Plan.
Section 13. Employee's Rights Not Transferable.
All employees granted options under the Plan shall have the same rights
and privileges, and each employee's rights and privileges under the Plan shall
be exercisable during his lifetime only by him and shall not be sold, pledged,
assigned, or transferred in any manner other than by will or the laws of
descent and distribution. In the event any employee violates the terms of this
Section, any options held by him may be terminated by the Company and upon
return to the employee of any savings and additional contributions accumulated
by him in respect thereto, all his rights under the Plan shall terminate.
Section 14. Employment Rights.
Nothing contained in the provisions of the Plan shall be
construed to give to any employee the right to be retained in the employ of the
Company or any subsidiary or to interfere with the right of the Company or any
subsidiary to discharge any employee at any time; nor shall it be construed to
give the Company or any subsidiary the right to require any employee to remain
in its employ or to interfere with an employee's right to terminate his
employment at any time.
Section 15. Change in Capitalization.
In the event of any change in the outstanding Stock of the Company by
reason of a stock dividend, split-up, recapitalization, merger, consolidation
or other reorganization, the aggregate number and class of shares available
under the Plan and the number and class of shares under option but not
exercised and the option price shall be appropriately adjusted; provided,
however, that no such adjustment shall be made unless the Company shall be
satisfied that it will not constitute a modification of the options granted
under the Plan or otherwise disqualify the Plan as an employee stock purchase
plan under the provisions of Section 423 of the Code.
Section 16. Administration of Plan.
The Plan shall be administered by the Company, which
shall have the right to determine any questions that may arise regarding the
interpretation and application of the provisions of the Plan and to make,
administer and interpret such rules and regulations as it shall deem necessary
or advisable.
Section 17. Amendment and Termination of Plan.
The Company reserves the right at any time or times to amend the Plan to
any extent and in any manner it may deem advisable by vote of its Board of
Directors; provided, however, that any amendment relating to the aggregate
number of shares which may be issued under the Plan (other than an adjustment
provided for in Section 15 hereof) or the employees (or class of employees) to
receive options under the Plan shall not have any force or effect unless it
shall have been approved within 12 months before or after its adoption by a
majority of the holders of voting stock of the Company voting in person or by
proxy at a duly held meeting.
The Company expects the Plan to remain in effect for the period specified
in Section 1, but expressly reserves the right to withdraw, suspend or
terminate the Plan prior to its normal expiration date. In the event of such
termination, the rights and privileges of each employee or other holder of any
option hereunder shall not be affected.
Section 18. Approval of Stockholders.
The Plan shall not have any force or effect unless it shall have been
approved within 12 months before or after its adoption by the Board of
Directors by a majority of the votes cast at a duly held stockholders' meeting
at which a quorum representing a majority of all outstanding Stock is, either
in person or by proxy, present and voting on the Plan.
Section 19. Compliance with Code.
Notwithstanding any other provisions of the Plan:
No option shall be granted hereunder which could cause the Plan or any
other options issued hereunder to fail to qualify under Section 423 of the
Code. Without limiting the foregoing, all employees granted options under the
Plan shall have the same rights and privileges, subject to and consistent with
the provisions of Section 423(b)(5) of the Code.
Any director of the Company or of a subsidiary who is not an employee of
the Company or of a subsidiary, and any employee who immediately after the
grant of an option to him is determined (in accordance with the provisions of
Sections 423 and 424(d) of the Code) to own Stock possessing 5% or more of the
total combined voting power or value of all classes of Stock of the Company or
of its parent or subsidiary corporations, as defined in Section 424 of the
Code, shall not be eligible to purchase Stock pursuant to the Plan.
No employee shall be granted an option under the Plan that would permit
his rights to purchase shares of Stock under all employee stock purchase plans
of the Company and its parent and subsidiary corporations, as defined in
Section 424 of the Code, to accrue at a rate that exceeds $25,000 in fair
market value of such Stock (determined at the time the option is granted) for
each calendar year during which any such option granted to such employee is
outstanding at any time.
Section 20. Effective Date.
The effective date of the Plan shall be September 16, 1992.
Exhibit 4.2
THE L. S. STARRETT COMPANY
EMPLOYEES' STOCK PURCHASE PLAN, 1952
Section 1. Participation.
Any employee may participate in the 1952 Plan by merely filling out and
signing a simple authorization card and delivering it to the Treasurer's
office. By this card he will authorize and instruct the Company to deduct from
his weekly or monthly pay a specified amount for joint purchases of the
Company's stock for each individual account, either on the open market or (at
the Company's discretion) from any shares then held by the Company in its
treasury. On the card he should also indicate the price limitation which he
desires to apply to the initial and later purchases. These forms can be
obtained from the Treasurer's office.
Payroll deductions may not be less than $2.00 per week or $10.00 per
month. Payroll deductions must be in whole dollar amounts only. Cash deposits
may be made to supplement payroll deductions.
Upon written request to the Company, the price limitation may be changed,
the amount of payroll deduction may be changed or terminated, or any cash
balance held for an employee may be withdrawn. Termination of an authorization
will constitute withdrawal from the 1952 Plan, upon which the employee will
receive certificates for any shares then held for him under the 1952 Plan and
refund of any cash balance held to his credit.
Section 2. Term of 1952 Plan.
The 1952 Plan will continue from year to year, but it may be discontinued
by the Company at any time and, as stated above, any employee may withdraw at
any time.
Section 3. Special Purchases.
Employees who wish to make stock purchases, but who do not care to
authorize regular payroll deductions, may send amounts when they wish to the
Treasurer's office with instructions to include such funds in the next monthly
joint purchase under the 1952 Plan. These payments must not be less than the
cost of one full share. In such cases, the employee's letter of instructions
to the Company should clearly state that the funds are to be applied to the
purchase of the Company's Common Stock, at not more than a specified price per
share, in accordance with the terms of the Employees' Stock Purchase Plan. A
receipt will be sent to the employee.
Section 4. Regular Purchases.
Approximately monthly, whenever the payroll deduction credit of any
participant exceeds the estimated current cost of one share of stock, the
Company will use the credit of such participant to buy for him one or more
shares of stock, if the purchase can be made within the price limitation
specified in the participant's authorization. If the purchase cannot be made
within the price limitation, the Company will notify him of the current price
and request a direction to make or not make a purchase for him. Such direction
must be made in writing and indicate the approximate price or maximum price
that will be satisfactory to the participant for the next and later purchases.
Subject to the price limitations the Company will place orders to buy shares
for the participants whose credits are sufficient to make purchases.
The Company will pay for each purchase for a 1952 Plan member from his
deduction credit, at the average price per share of the particular joint
purchase, with the Company itself paying for the brokerage and stock transfer
expenses of each transaction.
In the event that any purchase hereunder is made of the treasury stock of
the Company, the purchase price shall be an amount equal to the last quoted
sale price on the New York Stock Exchange on the day of such purchase or, in
the absence of any such sale the mean between the quoted bid and asked prices
of the Company's Common Stock on said Exchange on said day.
Funds deducted from a participant's pay not so used will remain to the
credit of the participant and may be withdrawn by him at any time.
Section 5. Stock Certificates.
Shares purchased will be initially delivered in the name "The L. S.
Starrett Company, Employee Stock Purchase Account," but the owners of the
shares will be the individual participants for whom the shares were purchased.
Approximately annually the stock certificates will be split up into the names
of the owner-participants and delivered to them.
Certificates will also be transferred into the name of any owner-
participant on his withdrawing from the 1952 Plan or, if the Company consents,
at any other time on his request.
Dividends received on shares standing in the Purchase Account will be
distributed by the Company to the owner-participants, and arrangements will be
made for them to vote at stockholders' meetings on shares standing to their
credit and to receive and exercise any and all other ownership rights
pertaining to their shares.
Section 6. Responsibility.
Neither the Company nor the broker shall have any responsibility or
liability for any action in good faith, including without limitation any action
taken with respect to the price, time, quantity, or other conditions and
circumstances of the purchase of stock under the terms of the 1952 Plan. The
Company may at any time change or discontinue the 1952 Plan, and a
determination by the Company as to any question that may arise regarding the
1952 Plan's conduct or operation shall be final.
Section 7. Termination.
In the event of a participating employee's death, or termination of
employment, or of discontinuance of the 1952 Plan by the Company, or of
election of the employee to withdraw from the 1952 Plan for any reason, all
shares standing to the employee's credit will be transferred to his name or to
his order, or in the event of death to the name of his legal representative or
of any joint owner named, and delivered as promptly as possible. Uninvested
cash balances will be refunded as promptly as possible.
Section 8. General.
The Board of Directors, the Executive Committee and any officer or
officers designated by said Board or Committee shall have the authority to
interpret the 1952 Plan, to adopt, amend and rescind rules and regulations for
the administration of the 1952 Plan, to make all other determinations which may
be necessary or advisable, and all such action so taken shall be binding on all
parties interested. Neither the Board of Directors nor the Executive Committee
nor any officer of the Company shall be liable for any action, or failure to
take action, under or in connection with the 1952 Plan, provided that such
action or failure to take action shall have been in good faith.
Exhibit 5
September 22, 1994
The L. S. Starrett Company
121 Crescent Street
Athol, Massachusetts 01331
Re: Registration Statement on Form S-8
Ladies and Gentlemen:
We are furnishing this opinion in connection with your
Registration Statement on Form S-8 (the "Registration Statement") to be filed
with the Securities and Exchange Commission (the "Commission") under the
Securities Act of 1933, as amended (the "Act"), covering, among other things,
800,000 shares of your Class A or Class B Common Stock, $1.00 par value (the
"1992 Plan Shares"), to be registered for offering pursuant to your 1992
Employees' Stock Purchase Plan.
We have examined and relied upon:
(a) Copies of your Restated Articles of Organization and By-
Laws, as amended to date;
(b) A copy of said Registration Statement in the form to be filed
with the Commission together with the exhibits thereto; and
(c) Such other documents and records as we have deemed
necessary for purposes of this opinion.
We assume that you will take all steps necessary to comply with
the Act and applicable state laws in connection with the offering and sale of
the above-mentioned shares.
Based upon the foregoing, we are of the opinion that the 1992
Plan Shares have been duly authorized and, upon their issue and sale against
receipt of the agreed consideration therefor in accordance with the terms and
provisions of the 1992 Employees' Stock Purchase Plan, the 1992 Plan Shares
will be validly issued, fully paid and non-assessable.
We hereby consent to the filing of this opinion with and as part
of said Registration Statement on Form S-8.
Very truly yours,
Ropes & Gray
Exhibit 23.1
INDEPENDENT AUDITORS' CONSENT
The Board of Directors
The L. S. Starrett Company
We consent to the incorporation by reference in this Registration
Statement on Form S-8 of The L. S. Starrett Company, of our report dated July
29, 1994 appearing in the Annual Report on Form 10-K of the L.S. Starrett
Company for the year ended June 25, 1994.
DELOITTE & TOUCHE LLP
Boston, Massachusetts
September 21, 1994
