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Registration No. 33- ____
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
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CONSOLIDATED PRODUCTS, INC.
(Exact name of registrant as specified in its charter)
INDIANA 37-0684070
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
500 Century Building, 36 South Pennsylvania Street
Indianapolis, Indiana 46204
(Address of principal executive offices)
CONSOLIDATED PRODUCTS, INC. 1997 EMPLOYEE STOCK OPTION PLAN
(Full title of the Plan)
James W. Bear, Senior Vice President and Treasurer
CONSOLIDATED PRODUCTS, INC.
500 Century Building, 36 South Pennsylvania Street
Indianapolis, Indiana 46204
(Name and address of agent for service)
(317) 633-4100
(Telephone number of agent for service)
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CALCULATION OF REGISTRATION FEE
Proposed Proposed
Title Of Maximum Maximum
Securities Amount Offering Aggregate Amount Of
To Be To Be Price Offering Registration
Registered Registered Per Share* Price * Fee *
- ---------- ---------- ----------- ----------- -------------
Common Stock, 550,000 $17.2188 $9,470,340 $2,869.51
$.50 stated value
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* Determined pursuant to Rule 457(c) and (h) based upon the average of
the high and low sale price of the Common Stock on August 8, 1997.
The Index to Exhibits is located on page 8 Total number of pages 14
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CROSS-REFERENCE SHEET
Between Items in Form S-8 and the Prospectus
Pursuant to Regulation S-K, Item 501(b)
Item Number Prospectus Captions
- ----------- -------------------
1(a). General Plan Information................General Information; Purpose;
Administration of the Plan;
Termination of the Plan;
Modification of the Plan;
Adjustment of Shares
1(b). Securities to be
Offered.................................General Information
1(c). Employees Who May Participate
in the Plan.............................Eligibility, Limits on Options
Granted
1(d). Purchase of Securities Pursuant
to Plan and Payment for Securities
Offered.................................Eligibility, Limits on Options
Granted; Option Term;
Exercise of Options
1(e). Resale
Restrictions............................Restrictions on the Sale of
Stock Purchased Pursuant to
the Plan
1(f). Tax Effects of Plan Participation.......Federal Income Tax
Consequences
1(g). Investment of Funds.....................Not applicable
1(h). Withdrawal from the Plan;
Assignment of Interest..................Termination of Employment;
Nontransferability of Options
1(i). Forfeitures and Penalties...............Option Term; Termination of
Employment; Lapsing of
Options
1(j). Charges and Deductions and
Liens Therefor..........................Not Applicable
2. Registrant Information and
Employee Plan Annual Information........General Information;
Information Incorporated by
Reference
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.
The following documents are incorporated by reference in the registration
statement:
(a) The registrant's latest annual report on Form 10-K;
(b) All other reports filed by the registrant pursuant to
Sections 13(a) or 15(d) of the Securities Exchange Act of 1934
since the end of the fiscal year covered by the annual report
referred to in (a) above; and
(c) The description of the registrant's Common Stock
contained in the registrant's registration statement filed under
section 12 of the Securities Act of 1933, on May 21, 1997,
including any amendments or reports filed for the purpose of
updating such description.
All documents subsequently filed by the registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, prior to the
filing of a post-effective amendment to the registration statement which
indicates that all of the shares of common stock offered have been sold or which
deregisters all of such shares then remaining unsold, shall be deemed to be
incorporated by reference in the registration statement and to be a part hereof
from the date of filing of such documents. Any statement contained in a
document incorporated or deemed to be incorporated by reference herein shall be
deemed to be modified or superseded for purposes of this registration statement
to the extent that a statement contained herein or in any other subsequently
filed document which is to be incorporated by reference herein modifies or
supersedes such statement. Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of this
registration statement.
ITEM 4. DESCRIPTION OF SECURITIES.
Not Applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not Applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Indiana Business Corporation Law ("BCL"), the provisions of which
govern the registrant, empowers an Indiana corporation to indemnify present and
former directors, officers, employees or agents or any person who may have
served at the request of the corporation as a director, officer, employee or
agent of another corporation ("Eligible Persons") against liability incurred in
any proceeding, civil or criminal, in which the
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Eligible Person is made a party by reason of being or having been in any such
capacity, or arising out of his status as such, if the individual acted in good
faith and reasonably believed that (a) the individual was acting in the best
interests of the corporation, (b) if the challenged action was taken other than
in the individual's official capacity as an officer, director, employee or
agent, the individual's conduct was at least not opposed to the corporation's
best interests, or (c) if in a criminal proceeding, either the individual had
reasonable cause to believe his or her conduct was lawful or no reasonable cause
to believe his or her conduct was unlawful.
The BCL further empowers a corporation to pay or reimburse the reasonable
expenses incurred by an Eligible Person in connection with the defense of any
such claim including counsel fees, and, unless limited by its Articles of
Incorporation, the corporation is required to indemnify an Eligible Person
against reasonable expenses if he or she is wholly successful in any such
proceeding, on the merits or otherwise. Under certain circumstances, a
corporation may pay or reimburse an Eligible Person for reasonable expenses
prior to final disposition of the matter. Unless a corporation's articles of
incorporation otherwise provide, an Eligible Person may apply for
indemnification to a court which may order indemnification upon a determination
that the Eligible Person is entitled to mandatory indemnification for reasonable
expenses or that the Eligible Person is fairly and reasonably entitled to
indemnification in view of all the relevant circumstances without regard to
whether his or her actions satisfied the appropriate standard of conduct.
Before a corporation may indemnify any Eligible Person against liability or
reasonable expenses under the BCL, a quorum consisting of directors who are not
parties to the proceeding must (1) determine that indemnification is permissible
in the specific circumstances because an Eligible Person met the requisite
standard of conduct, (2) authorize the corporation to indemnify the Eligible
Person and (3) if appropriate, evaluate the reasonableness of expenses for which
indemnification is sought. If it is not possible to obtain a quorum of
uninvolved directors, the foregoing action may be taken by a committee of two or
more directors who are not parties to the proceeding, special legal counsel
selected by the Board of Directors or by a committee, or by the shareholders of
the corporation.
In addition to the foregoing, the BCL states that the indemnification it
provides shall not be deemed exclusive of any other rights to which those
indemnified may be entitled under any provision of the articles of
incorporation, bylaws, resolution or other authorization adopted, after notice
by a majority vote of all the voting shares then issued and outstanding. The
BCL also empowers an Indiana corporation to purchase and maintain insurance on
behalf of any Eligible Person against any liability asserted against or incurred
by him or her in any capacity as such, or arising out of his or her status as
such, whether or not the corporation would have had the power to indemnify him
or her against such liability.
The Amended Articles of Incorporation and the Bylaws of the registrant
contain provisions pursuant to which the officers and directors of the
registrant are entitled to indemnification as a matter of right against expenses
and liabilities incurred by them by reason of their having acted in such
capacities if such person has been wholly successful in the defense of such
claims or acted in good faith in what he reasonably believed to be in or not
opposed to the best interests of the registrant. Such rights are in addition to
any other rights of indemnification to which such persons may be entitled by
contract or as a matter of law.
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The registrant maintains directors' and officers' liability insurance, the
effect of which is to indemnify the directors and officers of the corporation
and its subsidiaries against certain losses caused by errors, misleading
statements, wrongful acts, omissions, neglect or breach of duty by them of any
matter claimed against them in their capacities as directors or officers.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not Applicable.
ITEM 8. EXHIBITS.
The exhibits to the registration statement are listed in the Exhibit Index
on Page 8, herein.
ITEM 9. UNDERTAKINGS.
The undersigned registrant hereby undertakes:
(a) To file, during any period in which offers or sales are
being made, a post-effective amendment to this registration
statement:
(1) To include any prospectus required by section 10(a)(3) of
the Securities Act of 1933;
(2) 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;
(3) 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 set
forth in the registration statement;
Provided, however, that paragraphs (a)(l) and (a)(2) 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.
(b) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment
shall be deemed to be a new registration statement relating
to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial
bona fide offering thereof.
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(c) To remove from registration by means of a post-effective
amendment any of the securities from being registered which
remain unsold at the termination of the offering.
(d) 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.
(e) 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 provisions described in Item 6 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 of 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.
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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 Indianapolis, State of Indiana, on
August 14, 1997.
CONSOLIDATED PRODUCTS, INC.
By: /s/ Alan B. Gilman
------------------
President
POWER OF ATTORNEY
Each person whose signature appears below irrevocably constitutes E. W.
Kelley, James W. Bear and Mary H. Mueller, and each of them (with full power
to act alone), as his or her true and lawful attorneys-in-fact and agents
with full power of substitution and resubstitution, for him or her and in his
or her 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 full power and authority to do and perform each and every act and
thing requisite and necessary to be done in and about the premises, as fully
to all intents and purposes as he or she might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents, or their
substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, registration
statement has been signed by the following persons in the capacities indicated,
on August 14, 1997.
/s/ E. W. Kelley Chairman and Director
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/s/ Alan B. Gilman Chief Executive Officer,
- ------------------------ President and Director
/s/ James W. Bear Senior Vice President and Treasurer
- ------------------------ (Principal Financial Officer and Principal
Accounting Officer)
/s/ Gregory G. Fehr Vice President and Controller
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/s/ S. Sue Aramian Vice Chairwoman and Director
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/s/ Alva T. Bonda Director
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/s/ Neal Gilliatt Director
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/s/ Charles E. Lanham Director
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/s/ J. Fred Risk Director
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/s/ John W. Ryan Director
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/s/ James Williamson, Jr. Director
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CONSOLIDATED PRODUCTS, INC.
FORM S-8
EXHIBIT INDEX
Exhibit Number
Assigned In Page Number
Regulation S-K In Sequential
Item 601 Description of Exhibit Numbering System
- --------------- ---------------------- ----------------
(4) 4.01 Specimen Certificate
representing Common Stock of
Consolidated Products, Inc.
(Incorporated by reference to
Exhibit 4.01 to the
registrant's Quarterly Report on
Form 10-Q for the fiscal quarter
ended April 9, 1997).
4.02 Form of Stock Option Agreement 9
(5) 5.01 Opinion of Ice Miller Donadio & 12
Ryan
(15) No Exhibit.
(23) 23.01 Consent of Ice Miller Donadio &
Ryan. (Included as a part of
Exhibit 5.01.)
23.02 Consent of Ernst & Young LLP 14
(24) 24.01 Power of Attorney (See Signature
Page.)
(27) No Exhibit.
(99) No Exhibit.
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CONSOLIDATED PRODUCTS, INC.
INCENTIVE STOCK OPTION AGREEMENT
THIS AGREEMENT, made this_____day of_____________, 199__, by and between
CONSOLIDATED PRODUCTS, INC., an Indiana corporation with its principal office at
36 South Pennsylvania Street, Indianapolis, Indiana (hereinafter called
"Company") and _________________________________(hereinaftercalled "Grantee")
pursuant to the terms, conditions and limitations contained in the Company's
Employee Stock Option Plan (hereinafter called the "Plan").
WITNESSETH THAT:
WHEREAS, in the interests of affording an incentive to the Grantee to give
his best efforts to the Company as a key employee, the Company wishes to provide
that the Grantee shall have an option to buy shares of the common stock, without
par value, ("Common Stock") of the Company:
NOW, THEREFORE, it is hereby mutually agreed as follows:
1. The Company hereby grants to the Grantee the right and option to purchase,
on the terms and conditions hereinafter set forth, all or any part of an
aggregate of shares (hereinafter called "Subject Shares") of the presently
authorized, but unissued, or treasury Common Stock of the Company at a purchase
price of $ per share, exercisable in whole or in part from time to time
subject to the limitation that no option may be exercised with respect to fewer
than one hundred (100) shares unless there are fewer than one hundred (100)
shares then subject to purchase hereunder, in which event any exercise must be
as to all such shares and subject to the further limitation that the options
represented by this Agreement shall be exercisable only at such times and in
such amounts as are set forth on Schedule I, attached hereto and made a part
hereof. The option shall expire as to all Subject Shares on the fifth
anniversary date of this Agreement if not exercised on or before such date.
2. This option may not be exercised until all applicable federal and state
securities requirements pertaining to the offer and sale of the securities
issued pursuant to the Plan have been met and the Company has been advised by
counsel that all applicable requirements have been met.
3. Subject to the limitation specified in Section 2 and Schedule I hereof, the
Grantee may from time to time exercise this option by delivering a written
notice of exercise and subscription agreement to the Secretary of the Company
specifying the number of whole shares to be purchased, accompanied by payment in
cash, by certified check, or bank cashier's check, of the aggregate option price
of such number of shares; provided, however, that the Grantee may, with the
approval of the Company's Stock Option Committee (the "Committee"), make payment
in the form of delivery to the Company of Common Stock of the Company owned by
the Grantee, the fair market value of which equals the aggregate option price,
or by payment partially in cash and partially in Common Stock of the aggregate
option price. For this
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purpose, any shares so tendered by the Grantee shall be deemed to have a fair
market value equal to the average of the closing sales price for the shares on
the New York Stock Exchange for five trading days preceding the exercise of the
option. Upon the date of exercise of an option by tendering shares hereunder,
the Grantee shall be awarded a new incentive stock to purchase that number of
shares equal to the shares so tendered at an option price equal to the fair
market value on the date of such exercise as determined by the Committee (the
Reload Option"). The Reload Option shall not apply to a subsequent exercise of
the new option by tendering shares. Such exercise shall be effective upon
receipt by the Secretary of such written notice, subscription agreement and
payment of the purchase price. Only the Grantee may exercise the option during
the lifetime of the Grantee. No fractional shares may be purchased at any time
hereunder.
4. If the Grantee ceases to be an employee of the Company or any of its
subsidiaries for any reason other than retirement, permanent and total
disability, or death, this option shall forthwith terminate. If the Grantee's
employment by the Company or any of its subisdiaries is terminated by reason of
retirement (which means such termination of employment as shall entitle the
Grantee to benefits under any then existing pension plan of the Company or one
of its subsidiaries), the Grantee may exercise this option in whole or in part
at any time within three months after such retirement, but not later than the
date upon which this option would otherwise expire. If the Grantee ceases to be
an employee of the Company or any of its subsidiaries because of permanent or
total disability, the Grantee may exercise this option in whole or in part at
any time within one year after such termination of employment by reason of such
disability, but not later than the date upon which this option would otherwise
expire. The foregoing exercise provisions apply whether or not this option was
otherwise exercisable at the date of the Grantee's retirement or termination of
employement because of permanent and total disability.
5. If the Grantee dies while employed by the Company or any of its
subsidiaries, within three months after the termination of his employment
because of retirement, or within one year after the termination of his
employment because of permanent or total disability, this option may be
exercised in whole or in part by the executor, administrator, or estate
beneficiaries of the Grantee at any time after the date of the Grantee's death
but not later than the date upon which this option would otherwise expire. The
foregoing exercise provisions apply whether or not this option was otherwise
exercisable at the date of the Grantee's death.
6. Upon the effective exercise of the option, or any part thereof,
certificates representing the shares so purchased, marked fully paid and
non-assessable shall be delivered to the person who exercised the option.
Until certificates representing such shares shall have been issued and
delivered, the Grantee shall not have any of the rights or privileges of a
shareholder of the Company in respect of any of such shares.
7. In the event that prior to the delivery by the Company of all the Subject
Shares, there shall be an increase or reduction in the number of shares of
Common Stock of the Company issued and outstanding by reason of any subdivision
or consolidation of the Common Stock or any other capital adjustment, the number
of shares then subject to this option shall be increased or decreased as
provided in Section 9 of the Plan.
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8. The option and the rights and privileges conferred by this Option Agreement
shall not be assigned or transferred by the Grantee in any manner except by will
or under the laws of descent and distribution. In the event of any attempted
assignment or transfer in violation of this Section 8, the option, rights and
privileges conferred by this Stock Option Agreement shall become null and void.
9. Nothing herein contained shall be deemed to create any limitation or
restriction upon such rights as the Company would otherwise have to terminate a
person as an employee of the Company.
10. Any notices to be given or served under the terms of this Option Agreement
shall be addressed to the Secretary of the Company at 36 South Pennsylvania
Street, Indianapolis, Indiana, 46204, and to the Grantee at the address set
forth on page one of this Stock Option Agreement, or such other address or
addresses as either party may hereafter designate in writing to the other. Any
such notice shall be deemed to have been duly given or served, if and when
enclosed in a properly sealed envelope or wrapper addressed as aforesaid,
postage prepaid, and deposited in the United States mail.
11. The interpretation by the Committee of any provisions of the Plan or of
this Stock Option Agreement shall be final and binding on the Grantee unless
otherwise determined by the Company's Board of Directors.
12. This option is subject to all the terms, provisions and conditions of the
Plan, which is incorporated herein by reference and to such regulations as may
from time to time be adopted by the Committee. A copy of the Plan has been
furnished to the Grantee and an additional copy may be obtained from the
Company. In the event of any conflict between the provisions of the Plan and
the provisions of this Stock Option Agreement, the terms, conditions and
provisions of the Plan shall control, and this Stock Option Agreement shall be
deemed to be modified accordingly.
13. This Incentive Stock Option Agreement is intended to grant an option which
meets the requirements of incentive stock options as defined in Section 422A of
the Internal Revenue Code. Subject to and upon the terms, conditions and
provisions of the Plan, each and every provision of this Incentive Stock Option
Agreement shall be administered, construed and interpreted so that the option
granted herein shall qualify as an incentive stock option.
14. This Stock Option Agreement shall be governed by the laws of the State of
Indiana.
IN WITNESS WHEREOF, the Company and the Grantee have signed this Stock
Option Agreement as of the day and year first above written.
COMPANY
_____________________________ By: ______________________________
ATTEST
"GRANTEE"
By: ______________________________
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ICE MILLER DONADIO & RYAN
August 12, 1997
Board of Directors
Consolidated Products, Inc.
500 Century Building
36 South Pennsylvania Street
Indianapolis, IN 46204
Dear Gentlemen and Ms. Aramian:
We have acted as counsel to Consolidated Products, Inc., an Indiana
corporation (the "Company"), in connection with the filing of a Registration
Statement on Form S-8 (the "Registration Statement") with the Securities and
Exchange Commission (the "Commission") for the purposes of registering under
the Securities Act of 1933, as amended (the "Securities Act"), an aggregate
of 550,000 shares of Common Stock, $.50 stated value, of the Company (the
"Common Stock") which are subject to issuance pursuant to the Consolidated
Products, Inc. 1997 Employee Stock Option Plan (the "Plan").
In connection therewith, we have investigated those questions of law we
have deemed necessary or appropriate for purposes of this opinion. We also
have examined originals, or copies certified or otherwise identified to our
satisfaction, of those documents, corporate and other records, certificates
and other papers that we deemed necessary to examine for the purpose of this
opinion, including:
1. The Company's Articles of Incorporation, together with all amendments
thereto;
2. A current Certificate of Existence from the Secretary of State of
Indiana relating to the Company;
3. The Bylaws of the Company as amended to date;
4. Resolutions relating to the Plan and the Common Stock adopted by the
Company's Board of Directors (the "Resolutions");
5. A specimen certificate representing the Common Stock;
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6. The Registration Statement;
7. The Plan; and
8. The form of Stock Option Agreement to be entered into between the
Company and persons who receive options under the Plan (the "Option
Agreement").
We also have relied, without investigation as to the accuracy thereof, on
other certificates of and oral and written communication from public
officials and officers of the Company.
For purposes of this opinion, we have assumed (i) the authenticity of all
documents submitted to us as originals and the conformity to authentic
originals of all documents submitted to us as certified or other copies: (ii)
that the Common Stock will be issued pursuant to the terms of the
Registration Statement, the Plan and the Option Agreement; (iii) that the
Resolutions will not be amended, altered or superseded before the issuance of
the Common stock; and (iv) that no changes will occur in the applicable law
or the pertinent facts before the issuance of the Common Stock.
Based upon the foregoing and subject to the qualifications set
forth in this letter, we are of the opinion, that the Common Stock to be
issued pursuant to the terms of the Plan is validly authorized and, and (a)
the pertinent provisions of the Securities Act and all relevant state
securities laws have been complied with and (b) the Common Stock has been
delivered against payment therefor as contemplated by the Registration
Statement, the Plan and the Option Agreement, the Common Stock will be
legally issued, fully paid and non-assessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement. In giving this consent, we do not admit that we are
within the category of persons whose consent is required under Section 7 of
the Securities Act or under the rules and regulations of the Commission
relating thereto.
Very truly yours,
/s/ ICE MILLER DONADIO & RYAN
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ERNST & YOUNG LLP
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration
Statement and related Prospectus on Form S-8 of Consolidated Products, Inc.
for the registration of 550,000 shares of its common stock of our report
dated November 15, 1996, with respect to the consolidated financial
statements of Consolidated Products, Inc. incorporated by reference in its
Annual Report (Form 10-K) for the year ended September 25, 1996, filed with
the Securities and Exchange Commission.
/s/ Ernst & Young LLP
-------------------------
August 12, 1997
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