As filed with the Securities and Exchange Commission on March 20, 1998
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
STV GROUP, INCORPORATED
(Exact name of Registrant as specified in its charter)
Pennsylvania 205 West Welsh Drive 23-1698231
(State or other Douglassville, Pennsylvania 19518 (I.R.S. Employer
jurisdiction of (Address, including zip code, of Identification
incorporation or Principal Executive Offices) Number)
organization)
STV GROUP, INCORPORATED
1995 EMPLOYEE
STOCK OPTION PLAN
STV GROUP, INCORPORATED
1985 STOCK OPTION PLAN
Peter W. Knipe
STV Group, Incorporated
205 West Welsh Drive
Douglassville, Pennsylvania 19518
(610) 385-8200
(Name, address, including zip code and
telephone number, including area code,
of agent for service)
Copies of Communications to:
G. Michael Stakias, Esquire
Blank Rome Comisky & McCauley LLP
One Logan Square
Philadelphia, PA 19103-6998
(215) 569-5500
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
Proposed maximum Proposed maximum
Title of securities Amount to be offering price aggregate Amount of
to be registered registered (1) per share offering price registration fee
<S> <C> <C> <C> <C>
Common Stock, par value $0.01 per 685,000 $20.31 (2) $13,789,050.00 (2) $4,104.65
share
</TABLE>
(1) Plus such indeterminate number of shares as may be issued pursuant to
certain anti-dilution provisions contained in the Plan.
(2) Pursuant to Rule 457(h), based upon the price at which stock options
covered by this Registration Statement may be exercised and, in the
case where such price is not known, upon the average of the high and
low sale prices of STV Group, Incorporated Common Stock, par value
$0.01 per share, reported on the NASDAQ National Market System on March
16, 1998.
<PAGE>
PART I. INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. Plan Information.
The document(s) containing the information specified in Item 1 will be
sent or given to employees as specified in Rule 428(b)(1) and are not required
to be filed as part of this Registration Statement.
Item 2. Registrant Information and Employee Plan Annual Information.
The document(s) containing the information specified in Item 2 will be
sent or given to employees as specified in Rule 428(b)(1) and are not required
to be filed as part of this Registration Statement.
PART II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Certain Documents by Reference.
The following documents filed with the Commission are incorporated
herein by reference:
(i) The Company's Annual Report on Form 10-K for the fiscal year
ended September 30, 1997;
(ii) 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 Annual Report on
Form 10-K referred to in (i) above; and
All reports and other documents subsequently filed by the Company with
the Commission pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities
Exchange Act of 1934, as amended, after the date of this Registration Statement
but prior to the filing of a post-effective amendment which indicates that all
securities offered hereunder have been sold or which deregisters all securities
then remaining unsold hereunder, shall be deemed to be incorporated by reference
in this Registration Statement and to be a part hereof from the date of filing
of such documents.
Item 4. Description of Securities.
Not Applicable.
Item 5. Interests of Named Experts and Counsel.
Not Applicable.
Item 6. Indemnification of Directors and Officers.
Section 1741 through 1750 of Subchapter D, Chapter 17, of the
Pennsylvania Business Corporation Law of 1988, as amended, (the "BCL"), contain
provisions for mandatory and discretionary indemnification of a corporation's
directors, officers and other personnel, and related matters.
Under Section 1741, subject to certain limitations, a corporation has
the power to indemnify directors and officers under certain prescribed
circumstances against expenses (including attorneys' fees), judgments, fines and
amounts paid in settlement actually and reasonably incurred in connection with
an action or proceeding, whether civil, criminal, administrative or
investigative, to which any of them is a party by reason of his being a
representative, director or officer of the corporation or serving at the request
of the corporation as a representative of another corporation, partnership,
joint venture, trust or other enterprise, if he acted in good faith and in a
manner he reasonably believed to be in, or not opposed to, the best interests of
the corporation and, with respect to any criminal proceeding, had no reasonable
cause to believe his conduct was unlawful. Under Section 1743, indemnification
is mandatory to the extent that the officer or director has been successful on
the merits or otherwise in defense of any action or proceeding if the
appropriate standards of conduct are met.
<PAGE>
Section 1742 provides for indemnification in derivative actions except
in respect of any claim, issue or matter as to which the person has been
adjudged to be liable to the corporation unless and only to the extent that the
proper court determines upon application that, despite the adjudication of
liability but in view of all the circumstances of the case, the person is fairly
and reasonably entitled to indemnity for the expenses that the court deems
proper.
Section 1744 provides that, unless ordered by a court, any
indemnification under Section 1741 or 1742 shall be made by the corporation only
as authorized in the specific case upon a determination that the representative
met the applicable standard of conduct, and such determination will be made by
the board of directors (i) by a majority vote of a quorum of directors not
parties to the action or proceeding; (ii) if a quorum is not obtainable, or if
obtainable and a majority of disinterested directors so directs, by independent
legal counsel; or (iii) by the shareholders.
Section 1745 provides that expenses incurred by an officer, director,
employee or agent in defending a civil or criminal action or proceeding may be
paid by the corporation in advance of the final disposition of such action or
proceeding upon receipt of an undertaking by or on behalf of such person to
repay such amount if it shall ultimately be determined that he or she is not
entitled to be indemnified by the corporation.
Section 1746 provides generally that, except in any case where the act
or failure to act giving rise to the claim for indemnification is determined by
a court to have constituted willful misconduct or recklessness, the
indemnification and advancement of expenses provided by Subchapter 17D of the
BCL shall not be deemed exclusive of any other rights to which a person seeking
indemnification or advancement of expenses may be entitled under any bylaw,
agreement, vote of shareholders or disinterested directors or otherwise, both as
to action in his or her official capacity and as to action in another capacity
while holding that office.
Section 1747 grants to a corporation the power to purchase and maintain
insurance on behalf of any director or officer against any liability incurred by
him or her in his or her capacity as officer or director, whether or not the
corporation would have the power to indemnify him or her against the liability
under Subchapter 17D of the BCL.
Section 1748 and 1749 extend the indemnification and advancement of
expenses provisions contained in Subchapter 17D of the BCL to successor
corporations in fundamental changes and to representatives serving as
fiduciaries of employee benefit plans.
Section 1750 provides that the indemnification and advancement of
expenses provided by, or granted pursuant to, Subchapter 17D of the BCL, shall,
unless otherwise provided when authorized or ratified, continue as to a p or
agent and shall inure to the benefit of the heirs and personal representative of
such person.
The Company's Bylaws provide in general that the Company shall
indemnify its officers and directors to the fullest extent authorized by law.
Item 7. Exemption from Registration Claimed
Not Applicable.
<PAGE>
Item 8. Exhibits
The following exhibits are filed as part of this Registration Statement
or, where so indicated, have been previously filed and are incorporated herein
by reference.
<TABLE>
<CAPTION>
Exhibit No. Description
<S> <C>
5.1 Opinion of Counsel regarding legality.
23.1 Consent of Ernst & Young LLP
23.2 Consent of Counsel (included as part of Exhibit 5.1).
24.1 Power of Attorney (included on pages 7 and 8)
*99.1 1985 Stock Option Plan
99.2 1995 Employee Stock Option Plan
</TABLE>
- ----------------------
* Incorporated by reference from the Company's Annual Report on Form 10-K for
the fiscal year ended September 30, 1987.
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, as amended:
(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;
(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) do not apply
if the registration statement is on Form S-3 or S-8 and 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, as amended, that are incorporated by
reference in the Registration Statement.
(2) That for the purpose of determining any liability under the
Securities Act of 1933, as amended, 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.
<PAGE>
(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 of 1933, as amended, each
filing of the registrant's annual report pursuant to section 13(a) or section
15(d) of the Securities Exchange Act of 1934, as amended (and, where applicable,
each filing of an employee benefit plan's annual report pursuant to section
15(d) of the Securities Exchange Act of 1934, as amended) 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.
(h) 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 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 Douglassville, Pennsylvania, on the Twentieth day of March
1998.
STV GROUP, INCORPORATED
By: /s/ Michael Haratunian
------------------------------------
Michael Haratunian
Chairman and Chief Executive Officer
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Michael Haratunian and Peter W. Knipe and
each of them, his true and lawful attorneys-in-fact and agents, with full power
of substitution of resubstitution, for him and in his name, place and stead, in
any and all capacities, to sign any and all amendments to this Registration
Statement, and to file the same, with all exhibits thereto, and other
documentation 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
might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or their substitute or substitutes, may lawfully
do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed below by the following persons in
the capacities indicated and on the Twentieth day of March 1998.
<TABLE>
<CAPTION>
Name Title
<S> <C>
/s/ Michael Haratunian Chairman of the Board, Chief Executive Officer and
- ------------------------ Director (Principal Executive Officer)
Michael Haratunian
/s/ Dominick M. Servedio President, Chief Operating Officer and Director
- ------------------------
Dominick M. Servedio
/s/ Peter W. Knipe Secretary/Treasurer and Chief Financial Officer
- ------------------------ (Principal Accounting and Financial Officer)
Peter W. Knipe
/s/ Richard L. Holland Director
- ------------------------
Richard L. Holland
/s/ Harry Prystowsky Director
- ------------------------
Harry Prystowsky
/s/ Maurice Meier Director
- ------------------------
Maurice Meier
/s/ William Doyle Director
- ------------------------
William Doyle
/s/ Ray M. Monti Director
- ------------------------
Ray M. Monti
</TABLE>
Exhibit 5.1
March 20, 1998
STV Group, Incorporated
205 West Welsh Drive
Douglassville, PA 19518
Gentlemen:
We have acted as counsel to STV Group, Incorporated (the "Company") in
connection with the preparation of the Registration Statement on Form S-8
("Registration Statement") to be filed by the Company with the Securities and
Exchange Commission under the Securities Act of 1933, as amended, relating to
the offer and sale of up to 685,000 shares of common stock, $1.00 par value
("Common Stock"), by the Company pursuant to the Company's 1995 Employee Stock
Option Plan and 1985 Stock Option Plan ("the "Plans"). This opinion is furnished
pursuant to the requirement of Item 601(b)(5) of Regulation S-K.
Although as counsel to the Company we have advised the Company in
connection with a variety of matters referred to us by it, our services are
limited to specific matters so referred. Consequently, we may not have knowledge
of many transactions in which the Company has engaged or its day-to-day
operations.
In rendering this opinion, we have examined the following documents:
(i) the Company's Articles of Incorporation and Bylaws, as amended and restated,
(ii) the Company's minute books, (iii) the Registration Statement, and (iv)
copies of the Plans . We have assumed and relied, as to questions of fact and
mixed questions of law and fact, on the truth, completeness, authenticity and
due authorization of all documents and records examined and the genuineness of
all signatures.
We have not made any independent investigation in rendering this
opinion other than the document examination described. Our opinion is therefore
qualified in all respects by the scope of that document examination. We make no
representation as to the sufficiency of our investigation for your purposes.
This opinion is limited to the laws of the Commonwealth of Pennsylvania. In
rendering this opinion we have assumed (i) compliance with all other laws,
including federal laws, and (ii) compliance with all Pennsylvania securities and
antitrust laws.
Based upon and subject to the foregoing, we are of the opinion that the
shares of Common Stock of the Company which are being offered by the Company
pursuant to the Registration Statement, when sold in the manner and for the
consideration contemplated by the Registration Statement, will be legally
issued, fully paid and non-assessable.
<PAGE>
This opinion is given as of the date hereof. We assume no obligation to
update or supplement this opinion to reflect any facts or circumstances which
may hereafter come to our attention or any changes in laws which may hereafter
occur.
This opinion is strictly limited to the matters stated herein and no
other or more extensive opinion is intended, implied or to be inferred beyond
the matters expressly stated herein.
We consent to the filing of this opinion as an exhibit to the
Registration Statement.
Sincerely,
/s/ BLANK ROME COMISKY & McCAULEY
Exhibit 23.1
Consent of Independent Auditors
We consent to the incorporation by reference in the Registration Statement on
Form S-8 pertaining to the 1985 and 1995 Stock Option Plans of STV Group,
Incorporated of our report dated November 13, 1997 with respect to the
consolidated financial statements of STV Group, Incorporated included in its
Annual Report (Form 10-K) for the year ended September 30, 1997, filed with the
Securities and Exchange Commission
/s/ Ernst & Young LLP
Harrisburg, Pennsylvania
March 20, 1998
Exhibit 99.2
STV GROUP, INCORPORATED
1995 EMPLOYEE STOCK OPTION PLAN
1. Purpose of Plan
The purpose of the 1995 Employee Stock Option Plan (the
"Plan") is to provide additional incentive to officers and other key employees
of STV Group, Incorporated (the "Company") and each present or future parent or
subsidiary corporation by encouraging them to invest in shares of Common Stock,
par value $1.00 per share ("Common Stock"), of the Company and thereby acquire a
proprietary interest in the Company and an increased personal interest in the
Company's success and progress, to the mutual benefit of officers, employees and
shareholders.
2. Aggregate Number of Shares
500,000 shares of the Company's Common Stock shall be the
aggregate number of shares which may be issued under this Plan. Notwithstanding
the foregoing, in the event of any change in the outstanding shares of the
Common Stock of the Company by reason of a stock dividend, stock split,
combination of shares, recapitalization, merger, consolidation, transfer of
assets, reorganization, conversion or what the Compensation Committee (defined
in Section 4(a)), deems in its sole discretion to be similar circumstances, the
aggregate number and kind of shares which may be issued under this Plan shall be
appropriately adjusted in a manner determined in the sole discretion of the
Compensation Committee. Reacquired shares of the Company's Common Stock, as well
as unissued shares, may be used for the purpose of this Plan. Shares of the
Company's Common Stock subject to options which have terminated unexercised,
either in whole or in part, shall be available for future options granted under
this Plan.
3. Class of Persons Eligible to Receive Options
(a) All officers and key employees of the Company and of any
present or future parent or subsidiary corporation of the Company are eligible
to receive an option or options under this Plan. The individuals who shall, in
fact, receive an option or options shall be selected by the Compensation
Committee, in its sole discretion, except as otherwise specified in Section 4
hereof.
(b) The maximum number of shares of Common Stock for which
options may be granted under this Plan to any participant during any fiscal year
of the Company is 100,000 shares (as adjusted for any change in the outstanding
shares of the Common Stock of the Company by reason of a stock dividend, stock
split, combination of shares, recapitalization, merger, consolidation, transfer
of assets, reorganization, conversion or what the Compensation Committee deems
in its sole discretion to be similar circumstances).
4. Administration of Plan
(a) This Plan shall be administered by the Compensation
Committee of the Board of Directors (the "Compensation Committee"). The
Compensation Committee shall be composed of a
<PAGE>
minimum of three members of the Board of Directors as the Board shall determine,
each of whom shall be a "disinterested person" within the meaning of Rule
16b-3(c)(2)(i) under the Securities Exchange Act of 1934, as amended, of the
Securities and Exchange Commission (the "SEC") or any future corresponding rule.
(b) The Compensation Committee shall, in addition to its other
authority and subject to the provisions of this Plan, determine which
individuals shall in fact be granted an option or options, whether the option
shall be an Incentive Stock Option or a Non-Qualified Stock Option (as such
terms are defined in Section 5(a)), the number of shares to be subject to each
of the options, the time or times at which the options shall be granted, the
rate of option exercisability, and, subject to Section 5 hereof, the price at
which each of the options is exercisable and the duration of the option.
(c) The Compensation Committee shall adopt such rules for the
conduct of its business and administration of this Plan as it considers
desirable. A majority of the members of the Compensation Committee shall
constitute a quorum for all purposes. The vote or written consent of a majority
of the members of the Compensation Committee on a particular matter shall
constitute the act of the Compensation Committee on such matter. The
Compensation Committee shall have the right to construe the Plan and the options
issued pursuant to it, to correct defects and omissions and to reconcile
inconsistencies to the extent necessary to effectuate the Plan and the options
issued pursuant to it, and such action shall be final, binding and conclusive
upon all parties concerned. No member of the Compensation Committee or the Board
of Directors shall be liable for any act or omission (whether or not negligent)
taken or omitted in good faith, or for the exercise of any authority or
discretion granted in connection with the Plan to the Compensation Committee or
the Board of Directors, or for the acts or omissions of any other members of the
Compensation Committee or the Board of Directors. Subject to the numerical
limitations on Compensation Committee membership set forth in Section 4(a)
hereof, the Board of Directors may at any time appoint additional members of the
Compensation Committee and may at any time remove any member of the Compensation
Committee with or without cause. Vacancies in the Compensation Committee,
however caused, may be filled by the Board of Directors, if it so desires.
5. Incentive Stock Options and Non-Qualified Stock Options
(a) Options issued pursuant to this Plan may be either
Incentive Stock Options granted pursuant to Section 5(b) hereof or Non-Qualified
Stock Options granted pursuant to Section 5(c) hereof, as determined by the
Compensation Committee. An "Incentive Stock Option" is an option which satisfies
all of the requirements of Section 422 of the Internal Revenue Code of 1986, as
amended (the "Code") and the regulations thereunder, and a "Non-Qualified Stock
Option" is an option which either does not satisfy all of those requirements or
the terms of the option provide that it will not be treated as an Incentive
Stock Option. The Compensation Committee may grant both an Incentive Stock
Option and a Non-Qualified Stock Option to the same person, or more than one of
each type of option to the same person. The option price for Incentive Stock
Options issued under this Plan shall be equal at least to the fair market value
(as defined below) of the Company's Common Stock on the date of the grant of the
option as determined by the Compensation Committee in accordance with its
interpretation of the requirements of Section 422 of the Code and the
regulations thereunder. The option price for Non-Qualified Stock Options issued
under this Plan may, in the sole discretion of the Compensation Committee, be
less than the fair market value of the Common Stock on the date of the grant of
the option. If an Incentive Stock Option is granted to an individual who, at the
time the option is granted, owns stock possessing more than 10% of the total
combined voting power of all shares of stock of the Company or any parent or
subsidiary corporation of the Company (a "10% Shareholder"), the option
<PAGE>
price shall not be less than 110% of the fair market value of the Company's
Common Stock on the date of grant of the option. The fair market value of the
Company's Common Stock on any particular date shall mean the last reported sale
price of a share of the Company's Common Stock on any stock exchange on which
such stock is then listed or admitted to trading, or on the Nasdaq Stock Market,
on such date, or if no sale took place on such day, the last such date on which
a sale took place, or if the Common Stock is not then quoted on the Nasdaq Stock
Market, or listed or admitted to trading on any stock exchange, the average of
the bid and asked prices in the over-the-counter market on such date, or if none
of the foregoing, a price determined by the Compensation Committee.
(b) Subject to the authority of the Compensation Committee set
forth in Section 4(b) hereof, Incentive Stock Options issued pursuant to this
Plan shall be issued substantially in the form set forth in Appendix I hereof,
which form is hereby incorporated by reference and made a part hereof, and shall
contain substantially the terms and conditions set forth therein. Incentive
Stock Options shall not be exercisable after the expiration of ten years (five
years in the case of 10% Shareholders) from the date such options are granted,
unless terminated earlier under the terms of the option. At the time of the
grant of an Incentive Stock Option hereunder, the Compensation Committee may, in
its discretion, modify or amend any of the option terms contained in Appendix I
for any particular optionee, provided that the option as modified or amended
satisfies the requirements of Section 422 of the Code and the regulations
thereunder. Each of the options granted pursuant to this Section 5(b) is
intended, if possible, to be an "Incentive Stock Option" as that term is defined
in Section 422 of the Code and the regulations thereunder. In the event this
Plan or any option granted pursuant to this Section 5(b) is in any way
inconsistent with the applicable legal requirements of the Code or the
regulations thereunder for an Incentive Stock Option, this Plan and such option
shall be deemed automatically amended as of the date hereof to conform to such
legal requirements, if such conformity may be achieved by amendment.
(c) Subject to the authority of the Compensation Committee set
forth in Section 4(b) hereof, Non-Qualified Stock Options issued pursuant to
this Plan shall be issued substantially in the form set forth in Appendix II
hereof, which form is hereby incorporated by reference and made a part hereof,
and shall contain substantially the terms and conditions set forth therein.
Non-Qualified Stock Options shall expire ten years after the date they are
granted, unless terminated earlier under the option terms. At the time of
granting a Non-Qualified Stock Option hereunder, the Compensation Committee may,
in its discretion, modify or amend any of the option terms contained in Appendix
II for any particular optionee.
(d) Neither the Company nor any of its current or future
parent, subsidiaries or affiliates, nor their officers, directors, shareholders,
stock option plan committees, employees or agents shall have any liability to
any optionee in the event: (i) an option granted pursuant to Section 5(b) hereof
does not qualify as an "Incentive Stock Option" as that term is used in Section
422 of the Code and the regulations thereunder; (ii) any optionee does not
obtain the tax treatment pertaining to an Incentive Stock Option; or (iii) any
option granted pursuant to Section 5(c) hereof is an "Incentive Stock Option."
<PAGE>
6. Modification, Amendment, Suspension and Termination
Options shall not be granted pursuant to this Plan after the
expiration of ten years from the date the Plan is adopted by the Board of
Directors of the Company. The Board of Directors reserves the right at any time,
and from time to time, to modify or amend this Plan in any way, or to suspend or
terminate it, effective as of such date, which date may be either before or
after the taking of such action, as may be specified by the Board of Directors;
provided, however, that such action shall not affect options granted under the
Plan prior to the actual date on which such action occurred. If a modification
or amendment of this Plan is required by the Code or the regulations thereunder
to be approved by the shareholders of the Company in order to permit the
granting of "Incentive Stock Options" (as that term is defined in Section 422 of
the Code and regulations thereunder) pursuant to the modified or amended Plan,
such modification or amendment shall also be approved by the shareholders of the
Company in such manner as is prescribed by the Code and the regulations
thereunder. If the Board of Directors voluntarily submits a proposed
modification, amendment, suspension or termination for shareholder approval,
such submission shall not require any future modifications, amendments,
suspensions or terminations (whether or not relating to the same provision or
subject matter) to be similarly submitted for shareholder approval.
7. Effectiveness of Plan
This Plan shall become effective on the date of its adoption
by the Company's Board of Directors, subject however to approval by the holders
of the Company's Common Stock in the manner as prescribed in the Code and the
regulations thereunder. Options may be granted under this Plan prior to
obtaining shareholder approval, provided such options shall not be exercisable
before such shareholder approval is obtained.
8. General Conditions
(a) Nothing contained in this Plan or any option granted
pursuant to this Plan shall confer upon any employee the right to continue in
the employ of the Company or any present or future parent, affiliated or
subsidiary corporation or interfere in any way with the rights of the Company or
any present or future parent, affiliated or subsidiary corporation to terminate
his employment in any way.
(b) Corporate action constituting an offer of stock for sale
to any employee under the terms of the options to be granted hereunder shall be
deemed complete as of the date when the Compensation Committee authorizes the
grant of the option to the employee, regardless of when the option is actually
delivered to the employee or acknowledged or agreed to by him.
(c) The terms "parent corporation" and "subsidiary
corporation" as used throughout this Plan, and the options granted pursuant to
this Plan, shall (except as otherwise provided in the option form) have the
respective meanings ascribed to such terms when contained in Section 422(b) of
the Code and the regulations thereunder, and the Company shall be deemed to be
the grantor corporation for purposes of applying such meanings.
(d) References in this Plan to the Code shall be deemed to
also refer to the corresponding provisions of any future United States revenue
law.
(e) The use of the masculine pronoun shall include the
feminine gender whenever appropriate.
<PAGE>
APPENDIX I
INCENTIVE STOCK OPTION
To: Name
----------------------------------------------------------------------------
Address
----------------------------------------------------------------------------
Date of Grant: ______________________
You are hereby granted an option, effective as of the date hereof, to
purchase ______ shares of Common Stock, par value $1.00 per share ("Common
Stock"), of STV Group, Incorporated (the "Company") at a price of _____ per
share pursuant to the Company's 1995 Employee Stock Option Plan (the "Plan")
adopted by the Company's Board of Directors effective October 11, 1995. Your
option price is intended to equal at least the fair market value of the
Company's Common Stock as of the date hereof; provided, however, that if, at the
time this option is granted, you own stock possessing more than 10% of the total
combined voting power of all shares of stock of the Company or any parent or
subsidiary corporation of the Company (a "10% Shareholder"), your option price
is intended to be at least 110% of the fair market value of the Company's Common
Stock as of the date hereof.
Your option may first be exercised on and after , but not before that time. [On
and after and prior to the Termination Date (as hereinafter defined), your
option may be exercised for up to % of the total number of shares subject to the
option minus the number of shares previously purchased by exercise of the option
(as adjusted for any change in the outstanding shares of the Common Stock of the
Company by reason of a stock dividend, stock split, combination of shares,
recapitalization, merger, consolidation, transfer of assets, reorganization,
conversion or what the Compensation Committee deems in its sole discretion to be
similar circumstances). Each succeeding year thereafter and prior to the
Termination Date, your option may be exercised for up to an additional % of the
total number of shares subject to the option minus the number of shares
previously purchased by exercise of the option (as adjusted for any change in
the outstanding shares of the Common Stock of the Company by reason of a stock
dividend, stock split, combination of shares, recapitalization, merger,
consolidation, transfer of assets, reorganization, conversion or what the
Compensation Committee deems in its sole discretion to be similar
circumstances).]1 No fractional shares shall be issued or delivered.
This option shall terminate and is not exercisable after the expiration
of ten years from the date of its grant (five years from the date of grant if,
at the time of the grant, you are a 10% Shareholder) (the "Scheduled Termination
Date"), except if terminated earlier as hereinafter provided (the "Termination
Date").
In the event of a "change of control" (as hereafter defined) of the
Company, your option may, from and after the date of the change of control, and
notwithstanding the second paragraph of this option,
_____________________________
1 The bracketed portion of this paragraph should be included if the number
of shares which may be acquired upon exercise of the option will increase over
time.
<PAGE>
be exercised for up to 100% of the total number of shares then subject to the
option minus the number of shares previously purchased upon exercise of the
option (as adjusted for any changes in the outstanding Common Stock by reason of
a stock dividend, stock split, combination of shares, recapitalization, merger,
consolidation, transfer of assets, reorganization, conversion or what the
Compensation Committee deems in its sole discretion to be similar
circumstances).
A "change of control" shall be deemed to have occurred upon the
happening of any of the following events:
1. A change within a twelve-month period in a majority of the members
of the board of directors of the Company;
2. A change within a twelve-month period in the holders of more than
50% of the outstanding voting stock of the Company; or
3. Any other event deemed to constitute a "change in control" by the
Compensation Committee.
You may exercise your option by giving written notice to the Secretary
of the Company on forms supplied by the Company at its then principal executive
office, accompanied by payment of the option price for the total number of
shares you specify that you wish to purchase. The payment may be in any of the
following forms: (a) cash, which may be evidenced by a check; (b) certificates
representing shares of Common Stock of the Company, which will be valued by the
Secretary of the Company at the fair market value per share of the Company's
Common Stock (as determined in accordance with the Plan) on the last trading day
immediately preceding the date of delivery of such certificates to the Company,
accompanied by an assignment of the stock to the Company; or (c) any combination
of cash and Common Stock of the Company valued as provided in clause (b). Any
assignment of stock shall be in a form and substance satisfactory to the
Secretary of the Company, including guarantees of signature(s) and payment of
all transfer taxes if the Secretary deems such guarantees necessary or desirable
or determines that such taxes are due and payable.
Your option will, to the extent not previously exercised by you,
terminate three months after the date on which your employment by the Company or
a parent or subsidiary corporation of the Company is terminated, whether such
termination is voluntary or not, other than by reason of disability as defined
in Section 22(e)(3) of the Internal Revenue Code of 1986, as amended (the
"Code"), and the regulations thereunder, or death, in which case your option
will terminate one year from the date of termination of employment due to
disability or death (but in no event later than the Scheduled Termination Date).
After the date your employment is terminated, as aforesaid, you may exercise
this option only for the number of shares which you had a right to purchase and
did not purchase on the date your employment terminated. If you are employed by
a subsidiary corporation of the Company, your employment shall be deemed to have
terminated on the date your employer ceases to be a subsidiary corporation of
the Company, unless you are on that date transferred to the Company or another
subsidiary corporation of the Company. Your employment shall not be deemed to
have terminated if you are transferred from the Company to a subsidiary
corporation, or vice versa, or from one subsidiary corporation to another
subsidiary corporation.
Anything in this option to the contrary notwithstanding, your option
will terminate immediately if your employment is terminated for cause (as
determined by the Company in its sole and absolute discretion). Your employment
shall be deemed to have been terminated for cause if you are terminated
<PAGE>
due to, among other reasons, (i) your willful misconduct or gross negligence,
(ii) your material breach of any agreement with the Company or (iii) your
failure to render satisfactory services to the Company.
If you die while employed by the Company or a parent or subsidiary
corporation of the Company, your legatee(s), distributee(s), executor(s) or
administrator(s), as the case may be, may, at any time within one year after the
date of your death (but in no event later than the Scheduled Termination Date),
exercise the option as to any shares which you had a right to purchase and did
not purchase during your lifetime. If your employment with the Company or a
parent or subsidiary corporation is terminated by reason of your becoming
disabled (within the meaning of Section 22(e)(3) of the Code and the regulations
thereunder), you or your legal guardian or custodian may at any time within one
year after the date of such termination (but in no event later than the
Scheduled Termination Date), exercise the option as to any shares which you had
a right to purchase and did not purchase prior to such termination. Your
legatee, distributee, executor, administrator, guardian or custodian must
present proof of his authority satisfactory to the Company prior to being
allowed to exercise this option.
In the event of any change in the outstanding shares of the Common
Stock of the Company by reason of a stock dividend, stock split, combination of
shares, recapitalization, merger, consolidation, transfer of assets,
reorganization, conversion or what the Compensation Committee deems in its sole
discretion to be similar circumstances, the number and kind of shares subject to
this option and the option price of such shares shall be appropriately adjusted
in a manner to be determined in the sole discretion of the Compensation
Committee.
This option is not transferable otherwise than by will or the laws of
descent and distribution, and is exercisable during your lifetime only by you,
including, for this purpose, your legal guardian or custodian in the event of
disability. Until the option price has been paid in full pursuant to due
exercise of this option and the purchased shares are delivered to you, you do
not have any rights as a shareholder of the Company. The Company reserves the
right not to deliver to you the shares purchased by virtue of the exercise of
this option during any period of time in which the Company deems, in its sole
discretion, that such delivery would violate a federal, state, local or
securities exchange rule, regulation or law.
Notwithstanding anything to the contrary contained herein, this option
is not exercisable until all the following events occur and during the following
periods of time:
(a) Until the Plan pursuant to which this option is granted is
approved by the shareholders of the Company in the manner prescribed by the Code
and the regulations thereunder;
(b) Until this option and the optioned shares are approved
and/or registered with such federal, state and local regulatory bodies or
agencies and securities exchanges as the Company may deem necessary or
desirable; or
(c) During any period of time in which the Company deems that
the exercisability of this option, the offer to sell the shares optioned
hereunder, or the sale thereof, may violate a federal, state, local or
securities exchange rule, regulation or law, or may cause the Company to be
legally obligated to issue or sell more shares than the Company is legally
entitled to issue or sell.
The following two paragraphs shall be applicable if, on the
date of exercise of this option, the Common Stock to be purchased pursuant to
such exercise has not been registered under the Securities Act of 1933, as
amended, and under applicable state securities laws, and shall continue to be
applicable for so long as such registration has not occurred:
<PAGE>
(a) The optionee hereby agrees, warrants and represents that
he will acquire the Common Stock to be issued hereunder for his own account for
investment purposes only, and not with a view to, or in connection with, any
resale or other distribution of any of such shares, except as hereafter
permitted. The optionee further agrees that he will not at any time make any
offer, sale, transfer, pledge or other disposition of such Common Stock to be
issued hereunder without an effective registration statement under the
Securities Act of 1933, as amended, and under any applicable state securities
laws or an opinion of counsel acceptable to the Company to the effect that the
proposed transaction will be exempt from such registration. The optionee shall
execute such instruments, representations, acknowledgments and agreements as the
Company may, in its sole discretion, deem advisable to avoid any violation of
federal, state, local or securities exchange rule, regulation or law.
(b) The certificates for Common Stock to be issued to the
optionee hereunder shall bear the following legend:
"The shares represented by this certificate have not been
registered under the Securities Act of 1933, as amended, or under
applicable state securities laws. The shares have been acquired for
investment and may not be offered, sold, transferred, pledged or
otherwise disposed of without an effective registration statement under
the Securities Act of 1933, as amended, and under any applicable state
securities laws or an opinion of counsel acceptable to the Company that
the proposed transaction will be exempt from such registration."
The foregoing legend shall be removed upon registration of the legended shares
under the Securities Act of 1933, as amended, and under any applicable state
laws or upon receipt of any opinion of counsel acceptable to the Company that
said registration is no longer required.
The sole purpose of the agreements, warranties, representations and
legend set forth in the two immediately preceding paragraphs is to prevent
violations of the Securities Act of 1933, as amended, and any applicable state
securities laws.
It is the intention of the Company and you that this option shall, if
possible, be an "Incentive Stock Option" as that term is used in Section 422 of
the Code and the regulations thereunder. In the event this option is in any way
inconsistent with the legal requirements of the Code or the regulations
thereunder for an "Incentive Stock Option," this option shall be deemed
automatically amended as of the date hereof to conform to such legal
requirements, if such conformity may be achieved by amendment.
This option shall be subject to the terms of the Plan in effect on the
date this option is granted, which terms are hereby incorporated herein by
reference and made a part hereof. In the event of any conflict between the terms
of this option and the terms of the Plan in effect on the date of this option,
the terms of the Plan shall govern. This option constitutes the entire
understanding between the Company and you with respect to the subject matter
hereof and no amendment, modification or waiver of this option, in whole or in
part, shall be binding upon the Company unless in writing and signed by the
President of the Company. This option and the performances of the parties
hereunder shall be construed in accordance with and governed by the laws of the
Commonwealth of Pennsylvania.
<PAGE>
Please sign the copy of this option and return it to the Company's Secretary,
thereby indicating your understanding of and agreement with its terms and
conditions.
STV GROUP, INCORPORATED
By: ____________________________________
I hereby acknowledge receipt of a copy of the foregoing stock option
and, having read it, hereby signify my understanding of, and my agreement with,
its terms and conditions.
______________________________ ___________________________________
(Signature) (Date)
<PAGE>
APPENDIX II
NON-QUALIFIED STOCK OPTION
To: Name
----------------------------------------------------------------------------
Address
----------------------------------------------------------------------------
Date of Grant: ______________________
You are hereby granted an option, effective as of the date hereof, to
purchase ______ shares of Common Stock, par value $1.00 per share ("Common
Stock"), of STV Group, Incorporated (the "Company") at a price of _____ per
share pursuant to the Company's 1995 Employee Stock Option Plan (the "Plan")
adopted by the Company's Board of Directors effective October 11, 1995. [Your
option price is intended to equal at least the fair market value of the
Company's Common Stock as of the date hereof.]
Your option may first be exercised on and after , but not before that time.
[On and after and prior to the Termination Date (as hereinafter defined), your
option may be exercised for up to % of the total number of shares subject to the
option minus the number of shares previously purchased by exercise of the option
(as adjusted for any change in the outstanding shares of the Common Stock of the
Company by reason of a stock dividend, stock split, combination of shares,
recapitalization, merger, consolidation, transfer of assets, reorganization,
conversion or what the Compensation Committee deems in its sole discretion to be
similar circumstances). Each succeeding year thereafter and prior to the
Termination Date, your option may be exercised for up to an additional % of the
total number of shares subject to the option minus the number of shares
previously purchased by exercise of the option (as adjusted for any change in
the outstanding shares of the Common Stock of the Company by reason of a stock
dividend, stock split, combination of shares, recapitalization, merger,
consolidation, transfer of assets, reorganization, conversion or what the
Compensation Committee deems in its sole discretion to be similar
circumstances).]2 No fractional shares shall be issued or delivered.
This option shall terminate and is not exercisable after the expiration
of ten years from the date of its grant (the "Scheduled Termination Date"),
except if terminated earlier as hereinafter provided (the "Termination Date").
In the event of a "change of control" (as hereafter defined) of the
Company, your option may, from and after the date of the change of control, and
notwithstanding the second paragraph of this option, be exercised for up to 100%
of the total number of shares then subject to the option minus the number of
shares previously purchased upon exercise of the option (as adjusted for any
changes in the outstanding Common Stock by reason of a stock dividend, stock
split, combination of shares, recapitalization, merger, consolidation, transfer
of assets, reorganization, conversion or what the Compensation Committee deems
in its sole discretion to be similar circumstances).
___________________
2 The bracketed portion of this paragraph should be included if the number
of shares which may be acquired upon exercise of the option will increase over
time.
<PAGE>
A "change of control" shall be deemed to have occurred upon the
happening of any of the following events:
1. A change within a twelve-month period in a majority of the members
of the board of directors of the Company;
2. A change within a twelve-month period in the holders of more than
50% of the outstanding voting stock of the Company; or
3. Any other event deemed to constitute a "change in control" by the
Compensation Committee.
You may exercise your option by giving written notice to the Secretary
of the Company on forms supplied by the Company at its then principal executive
office, accompanied by payment of the option price for the total number of
shares you specify that you wish to purchase. The payment may be in any of the
following forms: (a) cash, which may be evidenced by a check; (b) certificates
representing shares of Common Stock of the Company, which will be valued by the
Secretary of the Company at the fair market value per share of the Company's
Common Stock (as determined in accordance with the Plan) on the last trading day
immediately preceding the date of delivery of such certificates to the Company,
accompanied by an assignment of the stock to the Company; or (c) any combination
of cash and Common Stock of the Company valued as provided in clause (b). Any
assignment of stock shall be in a form and substance satisfactory to the
Secretary of the Company, including guarantees of signature(s) and payment of
all transfer taxes if the Secretary deems such guarantees necessary or desirable
or determines that such taxes are due and payable.
Your option will, to the extent not previously exercised by you,
terminate three months after the date on which your employment by the Company or
a parent or subsidiary corporation of the Company is terminated, whether such
termination is voluntary or not, other than by reason of disability as defined
in Section 22(e)(3) of the Internal Revenue Code of 1986, as amended (the
"Code"), and the regulations thereunder, or death, in which case your option
will terminate one year from the date of termination of employment due to
disability or death (but in no event later than the Scheduled Termination Date).
After the date your employment is terminated, as aforesaid, you may exercise
this option only for the number of shares which you had a right to purchase and
did not purchase on the date your employment terminated. If you are employed by
a subsidiary corporation of the Company, your employment shall be deemed to have
terminated on the date your employer ceases to be a subsidiary corporation of
the Company, unless you are on that date transferred to the Company or another
subsidiary corporation of the Company. Your employment shall not be deemed to
have terminated if you are transferred from the Company to a subsidiary
corporation, or vice versa, or from one subsidiary corporation to another
subsidiary corporation.
Anything in this option to the contrary notwithstanding, your option
will terminate immediately if your employment is terminated for cause (as
determined by the Company in its sole and absolute discretion). Your employment
shall be deemed to have been terminated for cause if you are terminated due to,
among other reasons, (i) your willful misconduct or gross negligence, (ii) your
material breach of any agreement with the Company or (iii) your failure to
render satisfactory services to the Company.
If you die while employed by the Company or a parent or subsidiary
corporation of the Company, your legatee(s), distributee(s), executor(s) or
administrator(s), as the case may be, may, at any time within one year after the
date of your death (but in no event later than the Scheduled Termination
<PAGE>
Date), exercise the option as to any shares which you had a right to purchase
and did not purchase during your lifetime. If your employment with the Company
or a parent or subsidiary corporation is terminated by reason of your becoming
disabled (within the meaning of Section 22(e)(3) of the Code and the regulations
thereunder), you or your legal guardian or custodian may at any time within one
year after the date of such termination (but in no event later than the
Scheduled Termination Date), exercise the option as to any shares which you had
a right to purchase and did not purchase prior to such termination. Your
legatee, distributee, executor, administrator, guardian or custodian must
present proof of his authority satisfactory to the Company prior to being
allowed to exercise this option.
In the event of any change in the outstanding shares of the Common
Stock of the Company by reason of a stock dividend, stock split, combination of
shares, recapitalization, merger, consolidation, transfer of assets,
reorganization, conversion or what the Compensation Committee deems in its sole
discretion to be similar circumstances, the number and kind of shares subject to
this option and the option price of such shares shall be appropriately adjusted
in a manner to be determined in the sole discretion of the Compensation
Committee.
This option is not transferable otherwise than by will or the laws of
descent and distribution, and is exercisable during your lifetime only by you,
including, for this purpose, your legal guardian or custodian in the event of
disability. Until the option price has been paid in full pursuant to due
exercise of this option and the purchased shares are delivered to you, you do
not have any rights as a shareholder of the Company. The Company reserves the
right not to deliver to you the shares purchased by virtue of the exercise of
this option during any period of time in which the Company deems, in its sole
discretion, that such delivery would violate a federal, state, local or
securities exchange rule, regulation or law.
Notwithstanding anything to the contrary contained herein, this option
is not exercisable until all the following events occur and during the following
periods of time:
(a) Until the Plan pursuant to which this option is granted is
approved by the shareholders of the Company in the manner prescribed by the Code
and the regulations thereunder;
(b) Until this option and the optioned shares are approved
and/or registered with such federal, state and local regulatory bodies or
agencies and securities exchanges as the Company may deem necessary or
desirable; or
(c) During any period of time in which the Company deems that
the exercisability of this option, the offer to sell the shares optioned
hereunder, or the sale thereof, may violate a federal, state, local or
securities exchange rule, regulation or law, or may cause the Company to be
legally obligated to issue or sell more shares than the Company is legally
entitled to issue or sell.
The following two paragraphs shall be applicable if, on the
date of exercise of this option, the Common Stock to be purchased pursuant to
such exercise has not been registered under the Securities Act of 1933, as
amended, and under applicable state securities laws, and shall continue to be
applicable for so long as such registration has not occurred:
(a) The optionee hereby agrees, warrants and represents that
he will acquire the Common Stock to be issued hereunder for his own account for
investment purposes only, and not with a view to, or in connection with, any
resale or other distribution of any of such shares, except as hereafter
permitted. The optionee further agrees that he will not at any time make any
offer, sale, transfer, pledge or other disposition of such Common Stock to be
issued hereunder without an effective registration
<PAGE>
statement under the Securities Act of 1933, as amended, and under any applicable
state securities laws or an opinion of counsel acceptable to the Company to the
effect that the proposed transaction will be exempt from such registration. The
optionee shall execute such instruments, representations, acknowledgments and
agreements as the Company may, in its sole discretion, deem advisable to avoid
any violation of federal, state, local or securities exchange rule, regulation
or law.
(b) The certificates for Common Stock to be issued to the
optionee hereunder shall bear the following legend:
"The shares represented by this certificate have not been
registered under the Securities Act of 1933, as amended, or under
applicable state securities laws. The shares have been acquired for
investment and may not be offered, sold, transferred, pledged or
otherwise disposed of without an effective registration statement under
the Securities Act of 1933, as amended, and under any applicable state
securities laws or an opinion of counsel acceptable to the Company that
the proposed transaction will be exempt from such registration."
The foregoing legend shall be removed upon registration of the legended shares
under the Securities Act of 1933, as amended, and under any applicable state
laws or upon receipt of any opinion of counsel acceptable to the Company that
said registration is no longer required.
The sole purpose of the agreements, warranties, representations and
legend set forth in the two immediately preceding paragraphs is to prevent
violations of the Securities Act of 1933, as amended, and any applicable state
securities laws.
It is the intention of the Company and you that this option shall not
be an "Incentive Stock Option" as that term is used in Section 422 of the Code
and the regulations thereunder.
This option shall be subject to the terms of the Plan in effect on the
date this option is granted, which terms are hereby incorporated herein by
reference and made a part hereof. In the event of any conflict between the terms
of this option and the terms of the Plan in effect on the date of this option,
the terms of the Plan shall govern. This option constitutes the entire
understanding between the Company and you with respect to the subject matter
hereof and no amendment, modification or waiver of this option, in whole or in
part, shall be binding upon the Company unless in writing and signed by the
President of the Company. This option and the performances of the parties
hereunder shall be construed in accordance with and governed by the laws of the
Commonwealth of Pennsylvania.
Please sign the copy of this option and return it to the Company's
Secretary, thereby indicating your understanding of and agreement with its terms
and conditions.
STV GROUP, INCORPORATED
By: ______________________________________
<PAGE>
I hereby acknowledge receipt of a copy of the foregoing stock option and, having
read it, hereby signify my understanding of, and my agreement with, its terms
and conditions.
______________________________ ___________________________________
(Signature) (Date)
