<PAGE>
As filed with the Securities and Exchange Commission on October 29, 1999
File No. 333-_________
- --------------------------------------------------------------------------------
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)
--------------------------------
1997 EMPLOYEES' STOCK PURCHASE PLAN
--------------------
(Full title of the Plans)
Roger U. Wellington, Jr. Steven A. Wilcox, Esq.
The L.S. Starrett Company Ropes & Gray.
121 Crescent Street One International Place
Athol, Massachusetts 01331 Boston, Massachusetts 02110
(978) 249-3551 (617) 951-7000
--------------------------------------------------
(Name, Address and Telephone Number, including Area Code, of Agent for Service)
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
=============================================================================================================
<S> <C> <C> <C> <C>
Title of Securities Amount To Be Proposed Maximum Proposed Maximum Amount of
To Be Registered c(2)(5) Offering Price Aggregate Offering Registration
Per Share (1)(2)(3) Price (2)(3)(4) Fee
------------------------------------------------------------------------------------------------------------
Class A Common 800,000 shs. $20.30 $16,240,000.00 $4,514.72
Stock, $1.00 par
value
- --------------------------------------------------------------------------------------------------------------
Class B Common 800,000 shs. -- -- --
Stock, $1.00 par
value
===========================================================================================================
</TABLE>
(1) Pursuant to Rule 457(c), the proposed maximum offering price per share
is an estimate based on 85% of 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 October 25, 1999.
(2) No more than 800,000 shares of Class A Common Stock and Class B Common
Stock in the aggregate may be issued.
(3) Estimated solely for the purpose of determining the registration fee
pursuant to Rule 457(h) on the basis of 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 October 25, 1999.
(4) Calculated on the basis of 800,000 shares of Class A Common Stock
because no market exists for the shares of Class B Common Stock, which
shares of Class B Common Stock are convertible into shares of Class A
Common Stock on a one-for-one basis.
(5) Pursuant to Rule 416(a) under the Securities Act of 1933, as amended,
this Registration Statement also includes an indeterminable number of
additional shares of Common Stock that may become issuable pursuant to
antidilution adjustment provisions of the Company's 1997 Employees'
Stock Purchase Plan.
<PAGE>
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.
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
---------------------------------------
The L.S. Starrett Company (the "Registrant" or the "Company") hereby
incorporates the following documents herein by reference:
(a) Annual Report on Form 10-K for the fiscal year ended June 26,
1999 filed with the Commission on September 13, 1999.
(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 or the Plan 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 to be incorporated herein
by reference from the date of filing of such documents.
Item 4. Description of Securities.
-------------------------
Not applicable.
Item 5. Interests of Named Experts and Counsel.
--------------------------------------
Steven A. Wilcox, a partner in Ropes & Gray, is Clerk of the Company.
Item 6. Indemnification of Directors and Officers.
-----------------------------------------
Massachusetts Law Regarding Indemnification
Section 67 of Chapter 156B of the Massachusetts General Laws permits,
in part, indemnification by Massachusetts corporations of its directors,
officers, employees, and persons who serve at its request in any capacity with
respect to any employee benefit plan. Indemnification is permitted to the extent
specified in or authorized by a corporation's articles of organization, a by-law
adopted by the stockholders or a vote adopted by the holders of a majority of
the stock entitled to elect directors. Section 67, however, prohibits a
corporation from indemnifying a person with respect to any matter who has been
adjudicated not to have acted in good faith in the reasonable belief that his
action was in the best interest of the corporation or in the best interest of
the participants or beneficiaries of an employee benefit plan, as the case may
be.
In addition, Section 67 specifically permits a corporation to advance
expenses incurred in defending the action or proceeding if the indemnified
person undertakes to repay the amount advanced should such person later be
adjudicated not to be entitled to indemnification under Section 67. Any such
indemnification may be provided although the person to be indemnified is no
longer an officer, director, employee or agent of the corporation or of such
other organization or no longer serves with respect to any employee benefit
plan.
<PAGE>
Indemnification under the Company's By-laws
The Company shall, to the maximum extent permitted under applicable law,
indemnify any person against all liabilities and expenses reasonably incurred in
connection with the defense or disposition of any action, suit or proceeding, in
which such person may be involved or with which such person may be threatened,
by reason of the fact that such person:
(a) is or was or has agreed to be a director or officer of the Company
or while serving as a director or officer is or was serving at the
request of the Company as a director, officer, trustee, employee or
agent of another organization; or
(b) is or was a director, officer or employee who is or was serving or
has agreed to serve at the request of the Company in any capacity with
respect to any employee benefit plan, including trustees and
administrators.
No indemnification shall be provided with respect to any matter disposed of
by settlement unless:
(a) such indemnification is approved by a majority of the holders of
the shares of the Company then entitled to vote for directors,
exclusive of any shares owned by an interested director or officer; or
(b) such indemnification and such settlement is approved by a majority
of the disinterested directors as being in the best interest of the
Company or employee benefit plan or participants served, as the case
may be; or
(c) if no directors are disinterested, a written opinion, reasonably
satisfactory to the Company, of independent legal counsel that (i)
such indemnification and such settlement, decree or disposition are in
the best interest of the Company or employee benefit plan or
participants served, as the case may be, and (ii) if adjudicated, such
indemnification would not be found to have been prohibited by law.
As used in the by-laws, a director is "interested" if he or she is a
defendant in the proceeding in question or a similar proceeding, and a
"disinterested director" is any director who is not an interested director.
Expenses reasonably incurred in the defense of any proceeding may be paid
by the Company in advance, upon an undertaking by the person being indemnified
to repay such expenses if it is ultimately determined that indemnification for
such expenses is not authorized under the by-laws.
Any repeal or modification of the indemnification provisions of the by-laws
shall not adversely affect any right or protection of a director or officer or
employee benefit plan trustee or administrator relating to any acts or omission
of such person occurring prior to such repeal or modification.
The Company may enter into indemnification agreements with any director,
officer or employee benefit plan trustee or administrator so long as such
agreement is in accordance with the by-laws.
Indemnification Agreements
The Company has entered into indemnification agreements with each of its
directors, certain of its officers, and employee benefit plan trustees or
administrators who are employees of the Company.
Other Indemnification
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.
<PAGE>
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.
--------
Exhibit
4.1 The 1997 Employees' Stock Purchase Plan.
5.1 Opinion of Ropes & Gray.
23.1 Consent of Deloitte & Touche LLP.
23.2 Consent of Ropes & Gray (See Exhibit 5.1).
24.1 Power of Attorney (See 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
Securities Act of 1933, (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
Securities Exchange Act of 1934 that are incorporated by reference in
the registration statement.
(2) that, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be
deemed to be a new registration statement relating to the securities
offered 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.
<PAGE>
(b) The undersigned Registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act of
1933, each filing of the Registrant's annual report pursuant to
Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934
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
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the Registrant pursuant to the foregoing
provisions, or otherwise, the Registrant has been advised that in the
opinion of the Securities and Exchange Commission such indemnification
is against public policy as expressed in the Act and is, therefore,
unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person of the
Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the
Registrant will, unless in the opinion of its counsel the matter has
been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by
it is against public policy as expressed in the Act and will be
governed by the final adjudication of such issue.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, 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
this 29th day of October, 1999.
THE L.S. STARRETT COMPANY
By: /s/ Douglas R. Starrett
----------------------------------------
Name: Douglas R. Starrett
Title: Chairman, Chief Executive Officer,
and Director
POWER OF ATTORNEY
-----------------
Pursuant to the requirement 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 constitutes and appoints each of Douglas R. Starrett, Roger U.
Wellington, Jr. and Steven A. Wilcox, each with full power of substitution, his
true and lawful attorney-in-fact and agent with full power to him 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
attorney to any and all such amendments.
<TABLE>
<CAPTION>
Signature Capacity Date
- ----------------------------------- ------------------------------------------------ --------------------
<S> <C> <C>
/s/ Douglas R. Starrett Chairman, Chief Executive Officer (Principal October 29, 1999
- -----------------------------------
Douglas R. Starrett Executive Officer) and Director
/s/ Roger U. Wellington, Jr. Treasurer and Chief Financial Officer October 29, 1999
- -----------------------------------
Roger U. Wellington, Jr. (Principal Financial Officer)
/s/ Steven G. Thomson Chief Accounting Officer October 29, 1999
- -----------------------------------
Steven G. Thomson (Principal Accounting Officer)
/s/ Douglas A. Starrett President and Director October 29, 1999
- -----------------------------------
Douglas A. Starrett
/s/ George B. Webber Vice President, Webber Gage Division and October 29, 1999
- -----------------------------------
George B. Webber Director
/s/ William S. Hurley Director October 29, 1999
- -----------------------------------
William S. Hurley
/s/ Richard B. Kennedy Director October 29, 1999
- -----------------------------------
Richard B. Kennedy
/s/ Andrew B. Sides, Jr. Director October 29, 1999
- -----------------------------------
Andrew B. Sides, Jr.
</TABLE>
<PAGE>
EXHIBIT INDEX
Number Title of Exhibit
- ------ ----------------
4.1 The 1997 Employees' Stock Purchase Plan
5.1 Opinion of Ropes & Gray.
23.1 Consent of Deloitte & Touche LLP.
23.2 Consent of Ropes & Gray (see Exhibit 5.1).
24.1 Power of Attorney (see signature page for Form S-8).
<PAGE>
Exhibit 4.1
-----------
THE L.S. STARRETT COMPANY
1997 EMPLOYEES' STOCK PURCHASE PLAN
Section 1. Purpose and Scope of Plan.
--------------------------
The L.S. Starrett Company 1997 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
<PAGE>
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.
<PAGE>
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
<PAGE>
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 17, 1997.
<PAGE>
Exhibit 5.1
October 29, 1999
The L.S. Starrett Company
121 Crescent Street
Athol, MA 01331
Ladies and Gentlemen:
This opinion is furnished to you in connection with a 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, for the registration of 800,000 shares of Class A Common
Stock, par value $1.00, per share and 800,000 shares of Class B Common Stock,
par value $1.00 per share (collectively, the "Shares"), of The L.S. Starrett
Company, a Massachusetts corporation (the "Company"), issuable upon exercise of
options issued under the Company's 1997 Employees' Stock Purchase Plan (the
"Options" under the "Plan").
We have acted as counsel for the Company in connection with the
establishment of the Plan and the issuance of the Options and are familiar with
the actions taken by the Company in connection therewith. For purposes of this
opinion, we have examined the Registration Statement, the Plan and such other
documents as we have deemed appropriate.
Based upon the foregoing, we are of the opinion that the Shares (i) have
been duly authorized and (ii) when issued and sold in accordance with the terms
of the Options and the Plan, will have been validly issued and will be fully
paid and non-assessable.
We hereby consent to your filing this opinion as an exhibit to the
Registration Statement.
Very truly yours,
/s/ Ropes & Gray
Ropes & Gray
<PAGE>
Exhibit 23.1
------------
CONSENT OF DELOITTE & TOUCHE, LLP
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 30, 1999
appearing in the Annual Report on Form 10-K of The L.S. Starrett Company for the
year ended June 26, 1999.
DELOITTE & TOUCHE LLP
/s/ Deloitte & Touche LLP
Boston, Massachusetts
October 29, 1999
