<PAGE>
As filed with the Securities and Exchange Commission on February 3, 2000
Registration No. 333-
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-----------------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
-----------------------------
IXYS Corporation
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(Exact name of registrant as specified in its charter)
Delaware 770140882-5
(State of Incorporation) (I.R.S. Employer Identification No.)
3540 Bassett Street, Santa Clara, California 95054-2704
-----------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
1999 Equity Incentive Plan
1999 Employee Stock Purchase Plan
1999 Non-Employee Directors' Equity Incentive Plan
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(Full title of the plan)
NATHAN ZOMMER
President and Chief Executive Officer
IXYS CORPORATION
3540 Bassett Street, Santa Clara, California 95054-2704
(404) 982-0700
- -------------------------------------------------------------------------------
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
----------------------------
Copy to:
James R. Jones, Esq.
Cooley Godward LLP
Five Palo Alto Square
3000 El Camino Real
Palo Alto, California 94306
(650) 843-5000
----------------------------
Approximate date of commencement of proposed sale to the public: As soon as
possible after this Registration Statement becomes effective.
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
====================================================================================================================================
Title of Securities to Amount to be Proposed Maximum Proposed Maximum Amount of
be Registered Registered (1) Offering Price Per Aggregate Offering Registration Fee
Share (2) Price (2)
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock par value 3,500,000 shares $7.375 $25,812,500 $6,814.50
$.01 per share
====================================================================================================================================
</TABLE>
(1) Consists of (i) 3,000,000 shares that are being registered pursuant to
the 1999 Equity Incentive Plan; (ii) 250,000 shares that are being
registered pursuant to the 1999 Employee Stock Purchase Plan; and
(iii) 250,000 shares that are being registered pursuant to the 1999
Non-Employee Directors' Equity Incentive Plan.
(2) Estimated solely for the purpose of calculating the amount of the
registration fee pursuant to Rule 457(c) and (h)(1) of the Securities
Act of 1933, as amended. The price is based upon the average of the
high and low prices of the Registrant's Common Stock as reported on
the NASDAQ SmallCap Market on January 28, 2000.
<PAGE>
PART II
INCORPORATION REQUIRED IN THE REGISTRATION STATEMENTS
-----------------------------------------------------
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents filed by the Registrant with the Securities and
Exchange Commission (the "Commission") are incorporated by reference into this
Registration Statement:
1. Registrant's Report on Form 10-K405 for the year ended March 31, 1999,
filed on or about July 8, 1999, as amended;
2. Registrant's Quarterly Reports on Form 10-Q, filed on August 16, 1999
and November 12, 1999.
3. Registrant's Proxy Statement for the 1999 Annual Meeting of
Stockholders, filed October 1, 1999;
5. The description of the Registrant's Common Stock contained in its
Registration Statement on Form 8-A, as filed with the Commission,
pursuant to Section 12 of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), including any amendment or report filed
for the purpose of updating such description.
5. All documents filed by the Registrant pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Exchange Act after the date of this
registration statement and prior to the filing of a post-effective
amendment that indicates that all securities offered have been sold or
the deregisters all securities then remaining unsold, shall be deemed
to be incorporated by reference in this registration statement and to
part hereof from the date of filing such documents.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED AND EXPERT COUNSEL.
As of January 20, 2000, attorneys of Cooley Godward LLP held 15,000 shares
of Common Stock of Registrant.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 145 ("Section 145") of the Delaware General Corporation Law
("DGCL") provides generally and in pertinent part that a Delaware corporation
may indemnify its directors, officers, employees and agents against
expenses(including attorneys' fees), judgments, fines and settlements actually
and reasonably incurred by them in connection with any civil, criminal,
administrative or investigative action, suit or proceeding (except actions by or
in the right of the corporation), if, they acted in good faith and in a manner
they reasonably believed to be in, or not opposed to, the best interests of the
corporation, and, with respect to any criminal suit or proceeding, they had no
reasonable cause to believe their conduct was unlawful. Section 145 further
provides that, in connection with the defense or settlement of any action by or
in the right of the corporation, a Delaware corporation may indemnify its
directors, officers, employees and agents against expenses actually and
reasonably incurred by them if they acted in good faith and in a manner they
reasonably believed to be in, or not opposed to, the best interests of the
corporation, except that no indemnification shall be made in respect of any
claim, issue or matter as to which such person shall have been adjudged to be
liable to the corporation, absent a determination by a court that such indemnity
is proper. Section 145 further permits a Delaware corporation to grant its
directors, officers, employees and agents additional rights of indemnification
through bylaw provisions and otherwise.
Section 145 further permits a Delaware corporation to purchase and maintain
insurance on behalf of any persons who are or were directors, officers,
employees or agents of the corporation, or are ore were serving at the
<PAGE>
request of the corporation as directors, officers, employees or agents of the
corporation, or are or were serving at the request of the corporation as
directors, officers, employees or agents of another corporation, partnership,
joint venture, trust or other enterprise against any liability asserted against
them and incurred by them in any such capacity, or arising out of their status
as such, whether or not the corporation would have the power to indemnify them
against such liability under the other provisions of Section 145.
Section 102(b)(7) of the DGCL provides that a certificate of incorporation
may contain a provision eliminating or limiting the personal liability of a
director to the corporation or its stockholders for monetary damages for breach
of fiduciary duty as a director, provided that such provision shall not
eliminate or limit the liability of a director (i) for any breach of the
director's duty of loyalty to the corporation or its stockholders, (ii) for acts
or omissions not in good faith or which involve intentional misconduct or a
knowing violation of law, (iii) under Section 174 of the DGCL (relating to
liability for unauthorized acquisitions or redemptions of, or dividends on,
capital stock) or (iv) for any transaction from which the director derived an
improper personal benefit.
The Restated Certificate of Incorporation of the Registrant provides for
the indemnification of its directors and officers to the fullest extent provided
by the DGCL.
In addition, Article VII of the Registrant's Restated Certificate of
Incorporation provides, in part, as follows:
"To the fullest extent permitted by the Delaware General
Corporation law, a director of the Corporation shall not be
personally liable to the Corporation or its stockholders for
monetary damages for breach of fiduciary duty as a director,
except for liability (i) for any breach of the director's
duty of loyalty to the Corporation or its stockholders, (ii)
for acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law, (iii)
under Section 174 of the Delaware General Corporation Law,
or (iv) for any transaction from which the director derived
an improper personal benefit."
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
Exhibit
Number
- ------
5.1 Opinion of Cooley Godward llp.
23.1 Consent of PricewaterhouseCoopers LLP.
23.2 Consent of Cooley Godward llp. Reference is made to Exhibit 5.1 of
this Registration Statement.
24.1 Power of Attorney follows the signature page.
99.1 1999 Equity Incentive Plan (1)
99.2 1999 Employee Stock Purchase Plan. (1)
99.3 Employee Stock Purchase Plan Offering Document.
99.4 1999 Non-Employee Directors' Equity Incentive Plan (1)
<PAGE>
(1) Filed as exhibits with the Registrant's Report on Form 10-K405 for the year
ended March 31 and incorporated herein by reference.
ITEM 9. UNDERTAKINGS.
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this registration statement to include
any material information with respect to the plan of distribution not previously
disclosed in the registration statement or any material change to such
information in the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, as amended (the "Securities Act"), 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.
(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 Securities Act, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to 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 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 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 Securities 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 Securities Act and will be governed by the final
adjudication of such issue.
<PAGE>
SIGNATURES
----------
The Registrant. 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 to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Santa Clara, State of
California, on January 28, 2000.
IXYS Corporation
By: /s/ Nathan Zommer
-----------------------------------
Nathan Zommer
President and Chief Executive Officer
(Principal executive officer)
By: /s/ Arnold Agbayani
-----------------------------------
Arnold Agbayani
Chief Financial Officer
(Principal financial and accounting
officer)
<PAGE>
POWER OF ATTORNEY
-----------------
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Nathan Zommer and Arnold Agbayani and
each of them., his or her attorneys-in-fact, with full power of substitution and
resubstitution, for him and in his name, place and stead, in any and all
capacities, to sign any and all amendments (including post-effective amendments)
to this Registration Statement, and to file the same, with all exhibits thereto,
and other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents, and each of them,
full power and authority to do and perform each and every act and thing
requisite and necessary to be done in connection therewith, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents, or any of them, or their
or his substitutes or substitute, may lawfully do or cause to be done by virtue
hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
Signature Title Date
- --------- ----- ----
/s/ Nathan Zommer President, Chief Executive Officer January 28, 2000
- ------------------- (Principal Executive Officer) and
Nathan Zommer Chairman of the Board
/s/ Arnold Agbayani Chief Financial Officer (Principal January 28, 2000
- ------------------- Financial and Accounting Officer)
Arnold Agbayani and Director
Director _______________
- ------------------
Andreas Hartman
/s/ Samuel Kory Director January 28, 2000
- ------------------
Samuel Kory
<PAGE>
EXHIBIT INDEX
Exhibit
Number Description
5.1 Opinion of Cooley Godward LLP.
23.1 Consent of PricewaterhouseCoopers LLP.
23.2 Consent of Cooley Godward LLP. Reference is made to Exhibit
5.1 of this Registration Statement.
24.1 Power of Attorney follows the signature page.
99.1 1999 Equity Incentive Plan (1)
99.2 1999 Employee Stock Purchase Plan. (1)
99.3 1999 Employee Stock Purchase Plan Offering Document.
99.4 1999 Non-Employee Directors' Equity Incentive Plan (1)
(1) Filed as exhibits with the Registrant's Report on Form 10-K405 for the
year ended March 31 and incorporated herein by reference.
<PAGE>
EXHIBIT 5.1
January 28, 2000
IXYS Corporation
3540 Bassett Street
Santa Clara, California 95054-2704
Ladies and Gentlemen:
You have requested our opinion with respect to certain matters in connection
with the filing by IXYS Corporation (the "Company") of a Registration Statement
on Form S-8 (the "Registration Statement") with the Securities and Exchange
Commission covering the offering of up to 3,500,000 shares of the Company's
Common Stock, par value $0.01, (the "Shares") pursuant to its 1999 Equity
Incentive Plan, 1999 Employee Stock Purchase Plan, 1999 Non-Employee Directors'
Equity Incentive Plan (collectively, the "1999 Equity Plans").
In connection with this opinion, we have examined the Registration Statement,
the 1999 Equity Plans and related Prospectuses, the Company's Certificate of
Incorporation and By-laws, as amended, and such other documents, records,
certificates, memoranda and other instruments as we deemed necessary as a basis
for this opinion. We have assumed the genuineness and authenticity of all
documents submitted to us as originals, the conformity to originals of all
documents submitted to us as copies thereof, and the due execution and delivery
of all documents where due execution and delivery are a prerequisite to the
effectiveness thereof.
On the basis of the foregoing, and in reliance thereon, we are of the opinion
that the Shares, when sold and issued in accordance with the 1999 Equity Plans,
the Registration Statement and related Prospectuses, will be validly issued,
fully paid, and nonassessable.
We consent to the filing of this opinion as an exhibit to the Registration
Statement.
Very truly yours,
Cooley Godward llp
By: /s/ Alan C. Mendelson
-----------------------
Alan C. Mendelson
<PAGE>
EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in the registration statement
of IXYS Corporation on Form S-8 (to register shares under the Paradigm
Technology, Inc. Amended and Restated 1994 Stock Option Plan and IXYS
Corporation Amended and Restated 1989 Common Stock Option Plan) of our reports
dated February 21, 1998, except as to Note 13, which is as of March 9, 1998, and
except as to the first paragraph of Note 2, which is as of May 1, 1998 of the
financial statements of Paradigm Technology, Inc. as of December 31, 1996 and
1997, and for the three years in the period ended December 31, 1997 which
reports appear in the registration statement of Paradigm Technology, Inc. on
Form S-4 filed with the Securities and Exchange Commission pursuant to the
Securities Act of 1933, and our report dated May 10, 1999, on our audits of the
consolidated financial statements of IXYS Corporation as of March 31, 1999 and
1998, and the three years in the period ended March 31, 1999, which report
appears the IXYS Corporation Annual Report on Form 10-K/A.
/s/ PricewaterhouseCoopers LLP
San Jose, California
January 28, 2000
<PAGE>
EXHIBIT 99.3
IXYS Corporation
EMPLOYEE STOCK PURCHASE PLAN OFFERING
Adopted May 7, 1999
1. Grant; Offering Date.
(a) The Board of Directors of IXYS Corporation (the "Company"), pursuant
to the Company's 1999 Employee Stock Purchase Plan (the "Plan"), hereby
authorizes the grant of rights to purchase shares of the common stock of the
Company ("Common Stock") to all Eligible Employees (an "Offering"). Subject to
subsection 1(b) below, the first Offering shall begin on December 1, 1999 and
shall end on May 31, 2000 (the "Initial Offering"). Thereafter, subject to
subsection 1(b) below, an Offering shall begin on June 1 every year, beginning
on June 1, 2000. An Offering shall end on the day prior to the first day of the
subsequent Offering. The first day of an Offering is that Offering's "Offering
Date." If an Offering Date would fall on a day during which the Company's Common
Stock is not actively traded, then the Offering Date shall be the next
subsequent day during which the Company's Common Stock is actively traded.
(b) Prior to the commencement of any Offering, the Board of Directors (or
the Committee described in subparagraph 2(c) of the Plan, if any) may change any
or all terms of such Offering and any subsequent Offerings. The granting of
rights pursuant to each Offering hereunder shall occur on each respective
Offering Date unless, prior to such date (a) the Board of Directors (or such
Committee) determines that such Offering shall not occur, or (b) no shares
remain available for issuance under the Plan in connection with the Offering.
2. Eligible Employees.
(a) All employees of the Company and each of its Affiliates (as defined in
the Plan) incorporated in the United States, shall be granted rights to purchase
Common Stock under each Offering on the Offering Date of such Offering, provided
that each such employee otherwise meets the employment requirements of
subparagraph 5(a) of the Plan (an "Eligible Employee"). Notwithstanding the
foregoing, the following employees shall not be Eligible Employees or be granted
rights under an Offering: (i) part-time or seasonal employees whose customary
employment is less than 20 hours per week or 5 months per calendar year or (ii)
5% stockholders (including ownership through unexercised options) described in
subparagraph 5(c) of the Plan.
(b) Each person who first becomes an Eligible Employee during any Offering
will, on the first business day of the month of June or on the first business
day of the month of December during the Offering, which coincides with the day
on which such person becomes an Eligible Employee or which occurs thereafter,
receive a right under such Offering, which right shall thereafter be deemed to
be a part of the Offering. Such right shall have the same characteristics as
any rights originally granted under the Offering except that:
<PAGE>
(i) the date on which such right is granted shall be the "Offering Date"
of such right for all purposes, including determination of the exercise price of
such right; and
(ii) the Offering for such right shall begin on its Offering Date and end
coincident with the end of the ongoing Offering.
3. Rights.
(a) Subject to the limitations contained herein and in the Plan, on each
Offering Date each Eligible Employee shall be granted the right to purchase the
number of shares of Common Stock purchasable with up to ten percent (10%) of
such Eligible Employee's Earnings paid during such Offering after the Eligible
Employee first commences participation; provided, however, that no employee may
purchase Common Stock on a particular Purchase Date that would result in more
than ten percent (10%) of such employee's Earnings in the period from the
Offering Date to such Purchase Date having been applied to purchase shares under
all ongoing Offerings under the Plan and all other Company plans intended to
qualify as "employee stock purchase plans" under Section 423 of the Internal
Revenue Code of 1986, as amended (the "Code"). For this Offering, "Earnings"
means the total compensation paid to an employee, including all salary, wages
(including amounts elected to be deferred by the employee, that would otherwise
have been paid, under any cash or deferred arrangement or other deferred
compensation program established by the Company), overtime pay, commissions,
bonuses, and other remuneration paid directly to the employee, but excluding
profit sharing, the cost of employee benefits paid for by the Company, education
or tuition reimbursements, imputed income arising under any Company group
insurance or benefit program, traveling expenses, business and moving expense
reimbursements, income received in connection with stock options, contributions
made by the Company under any employee benefit plan, and similar items of
compensation.
(b) Notwithstanding the foregoing, the maximum number of shares of Common
Stock an Eligible Employee may purchase on a Purchase Date in an Offering is
such number of shares as has a fair market value (determined as of the Offering
Date for such Offering) equal to (x) $25,000 multiplied by the number of
calendar years in which the right under such Offering has been outstanding any
time, minus (y) the fair market value of any other shares of Common Stock
(determined as of the relevant Offering Date with respect to such shares) which,
for purposes of the limitation of Section 423(b)(8) of the Code, are attributed
to any of such calendar years in which the right is outstanding. The amount in
clause (y) of the previous sentence shall be determined in accordance with
regulations under Section 423(b)(8) of the Code based on (i) the number of
shares previously purchased with respect to such calendar years pursuant to such
Offering or any other Offering under the Plan, or pursuant to any other Company
plans intended to qualify as "employee stock purchase plans" under Section 423
of the Code, and (ii) the number of shares subject to other rights outstanding
on the Offering Date for such Offering pursuant to the Plan or any other such
Company plan.
(c) The maximum aggregate number of shares available to be purchased by all
Eligible Employees under an Offering shall be the number of shares remaining
available under the Plan on the Offering Date. If the aggregate purchase of
shares of Common Stock upon exercise of rights granted under the Offering would
exceed the maximum aggregate number of
<PAGE>
shares available under the limit set forth in this subsection 3(c), the Board
shall make a pro rata allocation of the shares available in a uniform and
equitable manner.
4. Purchase Price.
The purchase price of the Common Stock under the Offering shall be the
lesser of eighty-five percent (85%) of the fair market value of the Common Stock
on the Offering Date or eighty-five percent (85%) of the fair market value of
the Common Stock on the Purchase Date, in each case rounded up to the nearest
whole cent per share.
5. Participation.
(a) Except as otherwise provided in this paragraph 5, an Eligible Employee
may elect to participate in an Offering only at the beginning of the Offering;
provided, however, that a person who first becomes an Eligible Employee during
an Offering may elect to participate at the Offering Date applicable to such
Eligible Employee in accordance with subparagraph 2(b). An Eligible Employee
shall become a participant in an Offering by delivering an agreement authorizing
payroll deductions. Such deductions may be in whole percentages only, with a
minimum percentage of one percent (1%) and maximum percentage of ten percent
(10%) of Earnings. A participant may not make additional payments into his or
her account. The agreement shall be made on such enrollment form as the Company
provides, and must be delivered to the Company before the date of participation
to be effective for such Offering, as determined by the Company and communicated
to Eligible Employees. As to the Initial Offering, the time for filing an
enrollment form and commencing participation for individuals who are Eligible
Employees on the Offering Date for the Initial Offering shall be determined by
the Company and communicated to such Eligible Employees.
(b) Generally, a participant may increase or reduce (including to zero)
his or her participation level only as of each June 1 and December 1 during any
Offering (except not during the ten (10) days immediately preceding a Purchase
Date). Any such change in participation shall be made by delivering a notice to
the Company or a designated Affiliate in such form and at such time as the
Company provides. Notwithstanding the foregoing, a participant may reduce his or
her participation level to zero once at any time during the six (6) month period
ending on a Purchase Date (except not during the ten (10) days immediately
preceding a Purchase Date). Additionally, a participant may withdraw from an
Offering and receive his or her accumulated payroll deductions from the Offering
(reduced to the extent, if any, such deductions have been used to acquire Common
Stock for the participant on any prior Purchase Dates), without interest at any
time prior to the end of the Offering, excluding only each ten (10) day period
immediately preceding a Purchase Date (or such shorter period of time determined
by the Company and communicated to participants), by delivering a withdrawal
notice to the Company in such form as the Company provides. A participant who
has withdrawn from an Offering shall not be entitled to again participate in
such Offering, but may participate in other Offerings under the Plan by
submitting a new participation agreement in accordance with the terms thereof.
<PAGE>
6. Purchases.
Subject to the limitations contained herein, on each Purchase Date, each
participant's accumulated payroll deductions (without any increase for interest)
shall be applied to the purchase of whole shares of Common Stock, up to the
maximum number of shares permitted under the Plan and the Offering. "Purchase
Date" shall be defined as the last day of each May and of each November. If a
Purchase Date would not fall on a day during which the Company's Common Stock is
actively traded, then the Purchase Date shall be the nearest prior day during
which the Company's Common Stock is actively traded.
7. Notices and Agreements.
Any notices or agreements provided for in an Offering or the Plan shall be
given in writing, in a form provided by the Company, and unless specifically
provided for in the Plan or this Offering shall be deemed effectively given upon
receipt or, in the case of notices and agreements delivered by the Company, five
(5) days after deposit in the United States mail, postage prepaid.
8. Exercise Contingent on Stockholder Approval.
The rights granted under an Offering are subject to the approval of the
Plan by the shareholders as required for the Plan to obtain treatment as a tax-
qualified employee stock purchase plan under Section 423 of the Code.
9. Offering Subject to Plan.
Each Offering is subject to all the provisions of the Plan, and its
provisions are hereby made a part of the Offering, and is further subject to all
interpretations, amendments, rules and regulations which may from time to time
be promulgated and adopted pursuant to the Plan. In the event of any conflict
between the provisions of an Offering and those of the Plan (including
interpretations, amendments, rules and regulations which may from time to time
be promulgated and adopted pursuant to the Plan), the provisions of the Plan
shall control.
