<PAGE> 1
As filed with the Securities and Exchange Commission on January 20, 1999
Registration No. 333-_____
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
--------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
--------------------
TRANSTECHNOLOGY CORPORATION
(Exact name of registrant as specified in its charter)
<TABLE>
<CAPTION>
Delaware 95-4062211
<S> <C>
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
</TABLE>
150 Allen Road
Liberty Corner, New Jersey 07938
(908) 903-1600
(Address, including zip code, and telephone number,
including area code, of registrant's
principal executive offices)
--------------------
150,000 SHARES OF COMMON STOCK
TO BE ISSUED UNDER THE
1998 NON-EMPLOYEE DIRECTORS' STOCK OPTION PLAN
(Full title of the plan)
GERALD C. HARVEY, ESQ.
Vice President, Secretary and General Counsel
TRANSTECHNOLOGY CORPORATION
150 Allen Road
Liberty Corner, New Jersey 07938
(908) 903-1600
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
--------------------
Copies to:
F. RONALD O'KEEFE, ESQ.
Hahn Loeser & Parks LLP
3300 BP America Building
200 Public Square
Cleveland, Ohio 44114-2301
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
========================================================================================================================
Proposed Proposed
Title of each class Amount Maximum Maximum Amount of
of securities to be to be Offering Price Aggregate Registration
registered Registered Per Share(1) Offering Price(1) Fee
- -------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock 150,000 Shares $20.00 $3,000,000 $834.00
======================= ======================= ====================== ======================= ======================
</TABLE>
(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457, based on the average of the high and low sales prices of
TransTechnology Corporation's (the "Company's") Common Stock as reported on the
New York Stock Exchange for January 15, 1999.
Page 1 of 23 pages
Exhibit Index Appears on Page II-8
<PAGE> 2
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents which have been filed by the Company with the
Commission, as noted below, are incorporated by reference into this Registration
Statement:
(1) The Annual Report of the Company on Form 10-K for the fiscal
year ended March 31, 1998;
(2) All other reports filed by the Company pursuant to Section
13(a) or Section 15(d) of the Securities Exchange Act of 1934,
as amended (the "Exchange Act"), since March 31, 1998, the end
of the Company's most recently completed fiscal year for which
an Annual Report on Form 10-K was filed; and
(3) The description of the Company's Common Stock contained in its
Registration Statement on Form 8-A filed on December 22, 1987
(File No. 1-7872).
All documents filed by the Company pursuant to Sections 13(a), 13(c),
14 or 15(d) of the Exchange Act after the date of this Registration Statement
and prior to the filing of a post-effective amendment to this Registration
Statement that indicates that all securities offered hereby have been sold or
that deregisters all such securities remaining unsold, shall be deemed to be
incorporated by reference herein and to be a part hereof from the date of filing
such documents. Any statement contained herein or in any 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
also is or is deemed to be incorporated by reference herein modifies or
supersedes such statement. Any such statement so modified or superseded shall
not be deemed to constitute a part of this Registration Statement, except as so
modified or superseded.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
II-1
<PAGE> 3
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
TransTechnology Corporation (the "Company") is a Delaware corporation.
The Company's Certificate of Incorporation provides that the Company may
indemnify its officers and directors to the full extent permitted by law.
Section 145 of the General Corporation Law of the State of Delaware ("GCL")
provides that a Delaware corporation has the power to indemnify its officers and
directors in certain circumstances.
Subsection (a) of Section 145 of the GCL empowers a corporation to
indemnify any director or officer, or former director or officer, who was or is
a party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative or
investigative (other than an action by or in the right of the corporation),
against expenses (including attorneys' fees), judgments, fines and amounts paid
in settlement actually and reasonably incurred in connection with such action,
suit or proceeding provided that such director or officer acted in good faith in
a manner reasonably believed to be in or not opposed to the best interests of
the corporation, and, with respect to any criminal action or proceeding,
provided that such director or officer had no reasonable cause to believe his
conduct was unlawful.
Subsection (b) of Section 145 empowers a corporation to indemnify any
director or officer, or former director or officer, who was or is a party or is
threatened to be made a party to any threatened, pending or completed action or
suit by or in the right of the corporation to procure a judgment in its favor by
reason of the fact that such person acted in any of the capacities set forth
above, against expenses (including attorneys' fees) actually and reasonably
incurred in connection with the defense or settlement of such action or suit
provided that such director or officer acted in good faith and in a manner
reasonably believed to be in or not opposed to the best interests of the
corporation, except that no indemnification may be made in respect of any claim,
issue or matter as to which such director or officer shall have been adjudged to
be liable to the corporation unless and only to the extent that the Court of
Chancery or the court in which such action or suit was brought shall determine
that, despite the adjudication of liability, but in view of all the
circumstances of the case, such director or officer is fairly and reasonably
entitled to indemnity for such expenses which the Court of Chancery or such
other court shall deem proper.
Section 145 further provides that to the extent a director or officer
of a corporation has been successful in the defense of any action, suit or
proceeding referred to in subsections (a) and (b) or in the defense of any
claim, issue or matter therein, he shall be indemnified against expenses
(including attorneys' fees) actually and reasonably incurred by him in
connection therewith; that indemnification provided for by Section 145 shall not
be deemed exclusive of any other rights to which the indemnified party may be
entitled; and that the corporation shall have the power to purchase and maintain
insurance on behalf of a director or officer of the corporation against any
liability asserted against him or incurred by him in any such capacity or
arising out of his status as such whether or not the corporation would have the
power to indemnify him
II-2
<PAGE> 4
against such liabilities under Section 145. Any indemnification under
subsections (a) and (b) (unless ordered by a court) shall be made only as
authorized in the specific case upon a determination by a majority vote of the
directors who are not parties to such action, suit or proceeding (or, if there
are no such directors, by an independent counsel or by the stockholders) that
indemnification is proper in the circumstances because he has met the standard
of conduct set forth in subsections (a) and (b).
The Company's Certificate of Incorporation also provides that, to the
fullest extent permitted by the GCL, a director shall not be liable to the
Company or its stockholders for monetary damages for breach of fiduciary duty as
a director. Section 102 of the GCL authorizes such a provision, and states that
such a provision shall not eliminate or limit the liability of a director (a)
for any breach of the director's duty of loyalty to the corporation or its
stockholders, (b) for acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law, (c) for unlawful payments
of dividends or unlawful stock purchases or redemptions by the corporation, or
(d) for any transaction from which the director derived an improper benefit.
The Company's Bylaws provide that the Company shall indemnify, to the
fullest extent permitted by law, any person who was or is made or is threatened
to be made a party to (or is otherwise involved in) any action, suit or
proceeding, whether civil, criminal, administrative or investigative, by reason
of the fact that he is or was a director or officer of the Company or is or was
serving at the request of the Company as a director, officer, employee or agent
of another corporation, partnership, joint venture or other business or
nonprofit entity. The Bylaws provide that the Company shall be required to
indemnify a person in connection with a proceeding initiated by such person only
if the proceeding was authorized by the Board of Directors of the Company. The
Bylaws provide that the Company shall pay the expenses (including attorneys'
fees) incurred in defending any proceeding in advance of its final disposition,
provided that any such advance payments shall be made only upon receipt of an
undertaking by the director or officer to repay all amounts advanced if it
should ultimately be determined that the director or officer is not entitled to
be indemnified under the Bylaws or otherwise.
The Company has entered into indemnity agreements with each of its
directors and executive officers, whereby the Company agrees to indemnify such
persons against liability to the extent permitted by law. The Company may from
time to time enter into indemnity agreements with additional individuals who
become officers and/or directors of the Company.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
II-3
<PAGE> 5
ITEM 8. EXHIBITS.
4.1 1998 Non-Employee Directors' Stock Option Plan.
4.2 Form of Non-Employee Director Stock Option Agreement for use under the
Company's 1998 Non-Employee Directors' Stock Option Plan.
5.1 Opinion of Hahn Loeser & Parks LLP as to the legality of the Common
Stock registered hereby.
23.1 Consent of Hahn Loeser & Parks LLP - contained in the opinion filed as
Exhibit 5.1.
23.2 Consent of Deloitte & Touche LLP.
23.3 Consent of Arthur Andersen.
24.1 Power of Attorney (included in Page II-6 hereto).
ITEM 9. UNDERTAKINGS.
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 (the "Securities Act");
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the Registration Statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the Registration
Statement;
Provided however, that paragraphs (i) and (ii) above do not apply if
the information required to be included in a post-effective amendment
by those paragraphs is contained in periodic reports filed by the
registrant pursuant to Section 13 or Section 15(d) of the Exchange Act
that are incorporated by reference in the Registration Statement.
II-4
<PAGE> 6
(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.
(2) That, for the purpose of determining any liability under 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.
(4) 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.
(5) 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 Securities and Exchange
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.
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<PAGE> 7
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Company
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 Liberty Corner, State of New Jersey, on this 15th day of October,
1998.
TransTechnology Corporation
By: /s/ Gerald C. Harvey
----------------------------------
Gerald C. Harvey, Vice President,
Secretary and General Counsel
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Gerald C. Harvey and Joseph F. Spanier,
and each of them, his true and lawful attorneys-in-fact and agents 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 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 or 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.
II-6
<PAGE> 8
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.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
<S> <C> <C>
/s/ Michael J. Berthelot Chairman, President and October 15,1998
- ----------------------------- Chief Executive Officer
Michael J. Berthelot (Principal Executive Officer)
/s/ Joseph F. Spanier Vice President, Treasurer & Chief October 15,1998
- ------------------------------ Financial Officer (Principal Financial &
Joseph F. Spanier Accounting Officer)
/s/ Gideon Argov Director October 15,1998
- -----------------------------
Gideon Argov
/s/ Walter Belleville Director October 15,1998
- -----------------------------
Walter Belleville
/s/ Thomas V. Chema Director October 15,1998
- -----------------------------
Thomas V. Chema
/s/ Michel Glouchevitch Director October 15,1998
- -----------------------------
Michel Glouchevitch
/s/ James A. Lawrence Director October 15,1998
- -----------------------------
James A. Lawrence
/s/ William J. Recker Director October 15,1998
- -----------------------------
William J. Recker
</TABLE>
II-7
<PAGE> 9
EXHIBIT INDEX
-------------
<TABLE>
<CAPTION>
Exhibit Page
Number Description Number
------- ----------- ------
<S> <C> <C>
4.1 1998 Non-Employee Directors' Stock Option Plan............................... II-9
4.2 Form of Non-Employee Director Stock Option Agreement for use
under the Company's 1998 Non-Employee Directors' Stock
Option Plan.................................................................. II-18
5.1 Opinion of Hahn Loeser & Parks LLP as to the legality of the
Common Stock registered hereby............................................... II-21
23.1 Consent of Hahn Loeser & Parks LLP (contained in the opinion
filed as Exhibit 5.1)........................................................ II-21
23.2 Consent of Deloitte & Touche LLP............................................. II-22
23.3 Consent of Arthur Andersen................................................... II-23
24.1 Power of Attorney (included in Page II-6 hereto).............................
========================================================================================================
</TABLE>
II-8
<PAGE> 1
EXHIBIT 4.1
TRANSTECHNOLOGY CORPORATION
1998 NON-EMPLOYEE DIRECTORS' STOCK OPTION PLAN*
1. PURPOSE OF THE PLAN.
The purpose of this Non-Employee Directors' Stock Option Plan is to promote the
success of TransTechnology Corporation (the "Company") by attracting and
retaining non-employee directors by providing a supplemental means for them to
increase their holdings of common stock of the Company, and thereby acquire an
increased personal interest in the Company's continued success and progress, to
the mutual benefit of the directors, employees and stockholders of the Company.
2. DEFINITIONS.
As used herein, the following definitions shall apply:
2.1 The "Company" means TransTechnology Corporation, a Delaware
corporation and any successor thereto which shall maintain the Plan.
2.2 "Board" means the Board of Directors of the Company.
2.3 "Business Day" means a day on which the New York Stock Exchange is
open for trading business.
2.4 "Change of Control" shall be deemed to have occurred upon the
occurrence of any one (or more) of the following events
(a) Any person, including a group as defined in Section
13(d)(3) of the Exchange Act, becomes the beneficial owner of Shares of
the Company with respect to which twenty percent (20%) or more of the
total number of votes for the election of the Board may be cast;
(b) As a result of, or in connection with, any cash tender
offer, exchange offer, merger or other business combination, sale of
assets or contested election, or combination of the foregoing, persons
who were directors of the Company immediately prior to such event shall
cease to constitute a majority of the Board;
- -------------------------
* As amended through 10/15/98.
II-9
<PAGE> 2
(c) The stockholders of the Company shall approve an agreement
providing either for a transaction in which the Company will cease to
be an independent publicly owned corporation or for a sale or other
disposition of all or substantially all the assets of the Company; or
(d) A tender offer or exchange offer is made for Shares of the
Company's Common Stock (other than one made by the Company) and Shares
of Common Stock are acquired thereunder ("Offer"). However, the
acceleration of the exercisability of outstanding Stock Options upon
the occurrence of an Offer shall be within the discretion of the Board.
2.5 "Common Stock" means the Common Stock, par value $0.01 per share,
of the Company.
2.6 "Code" means the United States Internal Revenue Code of 1986, as
amended.
2.7 "Eligible Director" means any person who is a member of the Board
and who is not an employee, full time or part time, of the Company or any
Subsidiary.
2.8 "Exchange Act" means the Securities Exchange Act of 1934 as
amended.
2.9 "Fair Market Value" means, with respect to any date, the mean
between the highest and lowest sale prices per Share reported on the New York
Stock Exchange (or on any inter-dealer quotation system (such as the NASDAQ
System) on which the Common Stock then shall be traded) on such date, provided
that if there should be no sale of Shares reported on such date, the Fair Market
Value of a Share on such date shall be deemed equal to the average between the
highest and lowest sale prices per Share for the last preceding date on which
sales of Shares were reported.
2.10 "Grant Date" means the effective date of the grant hereunder of
an Option.
2.11 "Option" means an option to acquire Shares granted pursuant to
the Plan.
2.12 "Option Agreement" means the agreement between the Company and an
Optionee respecting the grant of an Option.
2.13 "Option Stock" means Common Stock subject to an Option granted
pursuant to the Plan.
2.14 "Optionee" means a person who receives an Option hereunder.
2.15 "Plan" means the Company's 1998 Non-Employee Directors' Stock
Option Plan.
2.16 "Shares" means shares of Common Stock.
II-10
<PAGE> 3
2.17 "Securities Act" means the Securities Act of 1933, as amended.
2.18 "Subsidiary" means any corporation in which the Company owns
directly, or indirectly through subsidiaries, at least fifty percent (50%) of
the total combined voting power of all classes of stock, or any other entity
(including, but not limited to, partnerships and joint ventures) in which the
Company owns at least fifty percent (50%) of the combined equity thereof.
3. STOCK SUBJECT TO THE PLAN.
Subject to the provisions of Section 10 of the Plan, the maximum aggregate
number of Shares which may be optioned and acquired under the Plan, excluding
those Shares constituting the unexercised portion of any canceled, terminated or
expired Options, is 150,000 Shares. These Shares may be authorized but unissued
or reacquired Shares.
If an Option should expire or become unexercisable for any reason without having
been exercised in full, the unissued Shares which were subject thereto shall,
unless the Plan shall have been terminated, become available for the grant of
other Options under the Plan.
4. ADMINISTRATION OF THE PLAN.
4.1 This Plan shall be administered by the Board. The Board shall have
authority to adopt such rules and regulations, and to make such determinations
as are not inconsistent with the Plan and are necessary or desirable for its
implementation and administration. All determinations and decisions made by the
Board pursuant to the Plan shall be final, conclusive and binding on all
persons, including the Company, its stockholders, Eligible Directors and their
estates and beneficiaries.
4.2 Without limiting the generality of Section 4.1 above, the Board
shall have the authority to determine, from time to time and to the extent not
inconsistent with the provisions of the Plan, the number of Shares to be covered
by any Option granted hereunder and the exercise schedule for any Option.
5. GRANTING OF OPTIONS.
5.1 Eligibility. Any Eligible Director of the Company shall be
eligible to be granted Options.
5.2 No Option Grant Where Prohibited. No person shall be granted an
Option under the Plan if, at the time of such grant, the grant is prohibited by
applicable law or by the policies of the employer of such person or of any other
company of which such person is a member of the board of directors or a general
partner, member or principal.
II-11
<PAGE> 4
5.3 Adjustment. The number of Shares subject to an Option shall be
subject to adjustment from time to time as provided in the Plan.
5.4 Exchange of Options. As determined from time to time by the Board,
options to purchase Shares granted pursuant to the Company's Amended and
Restated 1992 Long Term Incentive Plan held by Eligible Directors may be
exchanged for options to acquire Shares at the same Exercise Price, exercise
date, expiration date and upon the same terms granted pursuant to the Plan.
5.5 Initial Grants. Each Eligible Director shall be granted an Option
to purchase the same number of shares of Common Stock that the Eligible Director
owns on the date which is sixty (60) days after the date of his or her initial
election or appointment to the Board ("Entitlement Date").
5.5.1 In no event may the maximum number of shares issued to
an Eligible Director pursuant to this Section 5.5 exceed 25,000 Shares.
5.5.2 Notwithstanding any provision of this Plan to the
contrary, Options issued to an Eligible Director pursuant to this
Section 5.5 shall be:
(a) Issued with an Exercise Price equal to the Fair
Market Value of the Shares on the Entitlement Date;
(b) Exercisable in full upon the earlier of (i) a Change
of Control, or (ii) one (1) year after the
Entitlement Date;
(c) Exercisable for a period of five (5) years after the
Entitlement Date while serving as a Director; and
(d) Exercisable for a period of ninety (90) days
following termination of service as a Director,
unless such termination is due to the individual's
death, in which case the Option shall be exercisable
for one (1) year following termination of service.
6. TERM OF PLAN.
Subject to approval of the stockholders as contemplated by Section 10.1, the
Plan shall become effective upon its adoption by the Board, and shall continue
in effect until all Options granted hereunder have expired or been exercised,
unless terminated sooner under the provisions of the Plan or the Option
Agreement. No Option shall be granted after ten (10) years from the earlier of
the date of adoption of the Plan or its approval by the stockholders as
contemplated by Section 10.1.
II-12
<PAGE> 5
7. TERMS OF OPTION AGREEMENT.
Upon the grant of each Option, the Company and the Eligible Director shall enter
into an Option Agreement which shall specify the Grant Date and the Exercise
Price, and shall include or incorporate by reference the substance of such of
the following provisions and such other provisions consistent with the Plan as
the Board may determine.
7.1 Term. The term of the Option shall be five (5) years from its
Grant Date, subject to earlier termination in accordance with the provisions of
the Plan.
7.2 Exercise Schedule. The Options shall be exercisable at such time
or times and subject to such terms and conditions as shall be determined by the
Board with respect to a particular grant or grants of Options; provided,
however, that notwithstanding anything in this Plan to the contrary, no Option
shall be exercisable prior to the date which is six months subsequent to the
Grant Date with respect to such Option.
7.3 Exercise Price. The "Exercise Price" of the Shares subject to each
Option shall be the Fair Market Value of such Shares on the Grant Date.
7.4 Manner of Exercise. An exercisable Option, or any exercisable
portion thereof, may be exercised solely by delivery to the Secretary of the
Company of all of the following prior to the time when such Option or such
portion becomes unexercisable under the Plan or the applicable Option Agreement:
(a) Notice. Notice in writing signed by the Optionee or other
person then entitled to exercise such Option or portion, stating that
such Option or portion is exercised, such notice complying with all
applicable rules established by the Board.
(b) Payment.
(i) Full payment (in cash or by check) for the
Shares with respect to which such Option or
portion is thereby exercised; or
(ii) With the consent of the Board, Shares owned
by the Optionee duly endorsed for transfer
to the Company and having an aggregate Fair
Market Value as of the date of Option
exercise equal to the product of (y) the
Exercise Price and (z) the number of Shares
with respect to which such Option or portion
is thereby exercised; or
(iii) With the consent of the Board, such number
of Shares issuable to the Optionee upon
exercise of the Option, having an aggregate
Fair Market Value as of the date of Option
exercise equal to the product
II-13
<PAGE> 6
of (y) the Exercise Price and (z) such
number of Shares with respect to which such
Option or portion is thereby exercised;
provided that "delivery" of such Shares
shall be deemed to be made by Optionee's
election of this manner of payment in the
notice delivered pursuant to Section 7.4(a).
(iv) With the consent of the Board, any
combination of the consideration provided in
the foregoing subparagraphs (i), (ii) and
(iii).
(c) Tax Withholding. The payment to the Company of all
amounts, if any, which it is required to withhold under federal, state
or local law in connection with the exercise of the Option. With the
consent of the Board, (i) Shares owned by the Optionee duly endorsed
for transfer or (ii) Shares issuable to the Optionee upon exercise of
the Option, valued at Fair Market Value as of the date of Option
exercise, may be used to make all or part of such payment.
(d) Securities Representations. Such representations and
documents as the Company deems necessary or advisable to effect
compliance with all applicable provisions of the Securities Act, the
Exchange Act and any other federal or state securities laws or
regulations. The Board may also take whatever additional actions it
deems appropriate to effect such compliance including, without
limitation, placing legends on share certificates and issuing
stop-transfer orders to transfer agents and registrars; and
(e) Proof of Third Party Right to Exercise. In the event that
the Option or portion thereof shall be exercised as may be permitted
hereunder by any person or persons other than the Optionee, appropriate
proof of the right of such person or persons, consistent with Section
7.5 hereof, to exercise the Option or portion thereof.
7.5 Transferability. An Option shall be exercisable during the
Eligible Director's lifetime only by the Eligible Director, and no Option shall
be transferable otherwise than by will or the laws of descent and distribution.
7.6 Termination of Membership on the Board. If an Eligible Director's
membership on the Board terminates for any reason other than death, an Option
held at the date of such termination may be exercised to the extent then
exercisable in whole or in part at any time within 90 days after the date of
such termination (but in no event after the term of the Option expires) and
shall thereafter automatically terminate. Any Options which may not be exercised
as of the date of termination shall expire immediately, and may not be exercised
following such time. In the case of an Eligible Director's death, an Option held
at the date of death may be exercised to the extent then exercisable in whole or
in part at any time within one (1) year after the date of death (but in no event
after the term of the Option expires) and shall thereafter automatically
terminate. Such Option may be exercised by the person or persons (including
his/her estate) to whom his/her rights under such Option shall have passed by
will or by the laws of descent and distribution. Any Options which may
II-14
<PAGE> 7
not be exercised as of the date of death shall expire immediately and may not be
exercised following such time.
7.7 Change of Control. In the event of a Change of Control, except as
the Board may expressly provide otherwise in resolutions adopted prior to the
Change of Control, all Options shall become immediately exercisable; provided,
however, that notwithstanding anything in this Plan to the contrary, no Option
shall be exercisable prior to the date which is six months subsequent to the
Grant Date with respect to such Options.
8. EXERCISABILITY OF OPTIONS.
8.1 Installments. Any Option granted hereunder may be exercisable in
installments as specified in Section 7.2 hereof, under such conditions as the
Board shall designate under the terms of the Plan and of the Option Agreement.
To the extent not exercised, installments shall, unless otherwise provided in
the Option Agreement, accumulate and be exercisable, in whole or in part, at any
time after becoming exercisable, but not later than the date the Option expires.
8.2 No Fractional Shares. The Company shall not be required to issue
fractions of Shares. Whenever under the terms of the Plan a fractional share
would be required to be issued the Optionee shall be paid in cash for such
fractional share based upon Fair Market Value at the time of exercise of the
Option.
8.3 No Shareholder Rights. Until the issuance to the Optionee of the
stock certificates representing the Option Shares (as evidenced by the
appropriate entry on the books of the Company or of a duly authorized transfer
agent of the Company), no right to vote or receive dividends or any other rights
as a stockholder shall exist with respect to Option Stock notwithstanding the
exercise of the Option. No adjustment will be made for a dividend or other
rights for which the record date is prior to the date the stock certificates are
issued.
9. ADJUSTMENT PROVISIONS.
9.1 If the Company shall at any time change the number of issued
Shares without new consideration to the Company (such as by stock dividend,
stock split, recapitalization, reorganization, exchange of Shares, liquidation,
combination or other change in corporate structure affecting the Shares) or make
a distribution of cash or property which has a substantial impact on the value
of issued Shares, the total number of Shares reserved for issuance under the
Plan shall be appropriately adjusted and the number of Shares covered by each
outstanding Option and the purchase price per Share under each outstanding
Option shall be adjusted so that the aggregate consideration payable to the
Company and the value of each such Option shall not be changed.
9.2 Notwithstanding any provision of the Plan, and without affecting
the number of Shares reserved or available hereunder, the Board shall authorize
the issuance, continuation or assumption of outstanding Options or provide for
other equitable adjustments after changes in the
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Shares resulting from any merger, consolidation, sale of assets, acquisition of
property or stock, recapitalization, reorganization or similar occurrence in
which the Company is the continuing or surviving corporation, upon such terms
and conditions as it may deem necessary to preserve the rights of such Options
under the Plan.
9.3 In the case of any sale of assets, merger, consolidation or
combination of the Company with or into another corporation other than a
transaction in which the Company is the continuing or surviving corporation and
which does not result in the outstanding Shares being converted into or
exchanged for different securities, cash or other property, or any combination
thereof (an "Acquisition"), any Eligible Director who holds an outstanding
Option shall have the right (subject to the provisions of the Plan and any
limitation applicable to the Option) thereafter and during the term of the
Option, to receive upon exercise thereof the Acquisition Consideration (as
defined below) receivable upon the Acquisition by the holder of the number of
Shares which would have been obtained upon exercise of the Option or portion
thereof, as the case may be, immediately prior to the Acquisition. The term
"Acquisition Consideration" shall mean the kind and amount of Shares of the
surviving or new corporation, cash, securities, evidence of indebtedness, other
property or any combination thereof receivable in respect of one Share of the
Company upon consummation of an Acquisition.
10. APPROVAL, AMENDMENT AND TERMINATION OF THE PLAN.
10.1 Approval. The Plan shall be adopted by the Board, and shall be
presented to the stockholders of the Company for their approval by vote of a
majority of such stockholders present or represented at the 1998 Annual Meeting
of Stockholders. Options may be granted prior to such approval, but such Options
shall be contingent upon such approval being obtained and may not be exercised
prior to such approval.
10.2 Amendment. The Board may amend the Plan at any time and from time
to time in such respects as the Board may deem advisable, subject to any
regulatory or stockholder approval required by law or required for transactions
under the Plan to maintain exempt status under Rule 16b-3 of the Exchange Act.
The amendment of the Plan shall not, without the consent of the holder of the
Option, alter or impair any rights or obligations under any Option theretofore
granted. Notwithstanding anything to the contrary contained herein, the Board,
with respect to the Plan or any option, shall not amend or modify any provision
concerning the amount, price and timing of any Option more than once every six
months, other than to comport with changes in the Code, the Employee Retirement
Income Security Act of 1974, as amended, or the rules thereunder.
10.3 Termination and Suspension. The Board may suspend or terminate at
any time or from time to time the Plan without further approval of the
stockholders. Any such termination or suspension of the Plan shall not affect
Options already granted and such Options shall remain in full force and effect
as if the Plan had not been terminated or suspended. No Option may be granted
while the Plan is suspended or after it is terminated.
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11. REQUIREMENTS OF GOVERNING LAW.
11.1 Requirements of Law. The granting of Options and the issuance of
Shares under the Plan shall be subject to all applicable laws, rules and
regulations, and to such approvals by any governmental agencies or national
securities exchanges as may be required. The Plan is intended to conform to the
extent necessary with all provisions of the Securities Act and the Exchange Act
and any and all regulations and rules promulgated by the Securities and Exchange
Commission thereunder, including without limitation Rule 16b-3 of the Exchange
Act. Notwithstanding anything herein to the contrary, the Plan shall be
administered, and Options shall be granted and may be exercised, only in such a
manner as to conform to such laws, rules and regulations. To the extent
permitted by applicable law, the Plan and Options granted hereunder shall be
deemed amended to the extent necessary to conform to such laws, rules and
regulations.
11.2 Governing Law. To the extent not preempted by Federal law, the
Plan, and all agreements hereunder, shall be construed in accordance with and
governed by the laws of the State of Delaware.
12. EFFECT OF PLAN UPON OTHER OPTION AND COMPENSATION PLANS.
Except as expressly provided herein, the adoption of the Plan shall not affect
any other compensation or incentive plans in effect for the Company or any
Subsidiary. Nothing in the Plan shall be construed to limit the right of the
Company or any Subsidiary (a) to establish any other form of incentives or
compensation for directors of the Company or (b) to grant or assume options
otherwise than under the Plan in connection with any proper corporate purpose,
including, but not by way of limitation, the grant or assumption of options in
connection with the acquisition by purchase, lease, merger, consolidation or
otherwise, of the business, stock or assets of any corporation, firm or
association.
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EXHIBIT 4.2
TRANSTECHNOLOGY CORPORATION
NON-EMPLOYEE DIRECTOR STOCK OPTION AGREEMENT
This Agreement dated as of _________________ (the "Agreement")
between TransTechnology Corporation, a Delaware corporation (the
"Company"), and_________________________________________ ("Optionee").
WHEREAS, pursuant to the TransTechnology Corporation 1998
Non-Employee Directors' Stock Option Plan (the "Plan"), the Board of
Directors and shareholders have authorized the granting to Optionee of
options to purchase shares of common stock ($0.01 par value, per share)
of the Company (the "Shares") upon the terms and conditions hereinafter
stated.
NOW, THEREFORE, in consideration of the covenants herein set
forth, and for other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the parties agree as
follows:
1. SHARES AND PRICE. The Company grants to Optionee the right to
purchase, upon and subject to the terms and conditions herein
stated and the terms and conditions of the Plan,
__________________ Shares, at the purchase price of $______
per share (the "Options"). The purchase price is payable in
accordance with Paragraph 5 hereof.
2. TERM OF OPTION. The Options shall expire five (5) years from
the date hereof.
3. EXERCISABILITY. The Options shall be exercisable beginning on
the first anniversary of the date hereof; provided, however,
that during each of the three years beginning June 17, 1999
and ending June 16, 2002, the Optionee shall not be permitted
to acquire more than 5,000 Shares through the exercise of the
Options and/or any other options granted during the Initial
Term of the Plan (from June 1, 1998 through June 16, 2001);
with the exception of Options granted under Section 5.5 of the
Plan.
4. PARTIAL EXERCISE. Subject to the provisions hereof, the
Options may be exercised in whole or in part in accordance
with Paragraph 5 hereof at any time after becoming
exercisable, but not later than the date the Options expire.
5. EXERCISE AND PAYMENT OF PURCHASE PRICE. The Options may only
be exercised by delivery to the Company of a written notice of
exercise, in form acceptable to the Company, stating the
number of Shares then being purchased hereunder and a check
made payable to the Company, or cash, in the amount of the
purchase price of such Shares. At the discretion of
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the Board of Directors, the Options may be exercised with
Shares of the Company owned by the Optionee at the time of
exercise or issuable to the Optionee upon exercise of the
Options, in either case with such Shares having a market value
equal to the product of the purchase price at the date of
exercise and the number of Shares with respect to which such
Options are thereby exercised.
6. TERMINATION OF SERVICE AS A DIRECTOR. If Optionee ceases to be
a director of the Company for any reason other than his death,
Optionee shall have the right to exercise the Options to the
extent, but only to the extent, that the Options were
exercisable and had not previously been exercised at the date
of such termination of service, until the first to occur of:
(i) the date that is 90 days from the date of such termination
or (ii) the date the Options expire pursuant to Paragraph 2
hereof.
7. DEATH OF OPTIONEE AND NO ASSIGNMENT. The Options shall not be
assignable or transferable except by will or by the laws of
descent and distribution and shall be exercisable during the
Optionee's lifetime only by the Optionee. In the event of the
Optionee's death, the permitted successors to the Optionee's
rights hereunder may exercise the Options, to the extent, but
only to the extent, that the Optionee was entitled to exercise
the Options at the date of Optionee's death, until the first
to occur of (i) the date that is one year from the date of the
Optionee's death, or (ii) the date such Options expire
pursuant to Paragraph 2 hereof.
8. CHANGE OF CONTROL. In the event of a Change of Control, as
defined in the Plan, (except if the Board of Directors of the
Company provides otherwise prior to the Change of Control as
permitted under the Plan), the Options shall become
immediately exercisable; provided, however, that in no event
shall the Options become exercisable prior to the date that is
six months from the date hereof.
9. NO RIGHTS AS STOCKHOLDERS. Optionee shall have no rights as a
stockholder with respect to the Shares covered by the Options
until the date of the issuance of stock certificates
representing the Shares acquired pursuant to the exercise of
the Options. No adjustment will be made for dividends or other
rights for which the record date is prior to the date such
stock certificates are issued pursuant to the exercise of the
Options.
10. MODIFICATION AND TERMINATION. The rights of Optionee are
subject to modification and termination in certain events as
provided in the Plan.
11. SHARES PURCHASED FOR INVESTMENT. Optionee represents and
agrees that if Optionee exercises the Options in whole or in
part, Optionee shall acquire the Shares upon such exercise for
the purpose of investment and not with a view to their resale
or distribution. The Company reserves the right to include a
legend on each certificate representing shares subject to the
Options, stating in effect that such Shares have not been
registered under the Securities Act of 1933 (the "Act"), as
amended, and may not be transferred without registration under
the Act or an exemption therefrom.
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<PAGE> 3
12. THIS AGREEMENT SUBJECT TO PLAN. Optionee acknowledges that
Optionee has read and understands the Plan. This Agreement is
made pursuant to the provisions of the Plan, and is intended,
and shall be interpreted in a manner, to comply therewith. Any
provision hereof inconsistent with the Plan shall be
superseded and governed by the Plan. The provisions of the
Plan are incorporated herein by this reference.
13. GOVERNING LAW. To the extent not preempted by Federal law,
this Agreement shall be construed in accordance with and shall
be governed by the laws of the State of Delaware.
14. NOTICES. Any notices or other communication required or
permitted hereunder shall be sufficiently given if delivered
personally or sent by registered or certified mail, postage
prepaid, to the Company at its corporate headquarters, and to
the Optionee at the last address maintained for such person in
the records of the Company, or to such other address as shall
be furnished in writing by either party to the other party,
and shall be deemed to have been given as of the date so
delivered or deposited in the United States mail, as the case
may be.
IN WITNESS WHEREOF, the parties hereto have executed the
Agreement effective as of the date first written above.
TRANSTECHNOLOGY CORPORATION
("Company")
----------------------------------
Michael J. Berthelot
Chairman, President and CEO
("Optionee")
---------------------------------
Optionee Name
Grant Number: _______
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<PAGE> 1
EXHIBIT 5.1
January 20, 1999
TransTechnology Corporation
150 Allen Road
Liberty Corner, New Jersey 07938
Gentlemen:
You have requested our opinion with respect to 150,000 shares of common
stock, $.01 par value per share (the "Shares"), of TransTechnology Corporation,
a Delaware corporation (the "Company"), which Shares are to be issued to certain
non-employee directors of the Company pursuant to the terms of the Company's
1998 Non-Employee Directors' Stock Option Plan (the "Plan"). The Shares are the
subject of a Registration Statement on Form S-8 (the "Registration Statement"),
to which this opinion is attached as an exhibit, to be filed with the Securities
and Exchange Commission under the Securities Act of 1933, as amended.
In connection with the foregoing, we have examined (a) the Amended and
Restated Certificate of Incorporation and the Amended Bylaws of the Company, (b)
the Plan, filed as Exhibit 4.1 to the Registration Statement (c) the form of
Non-Employee Director Stock Option Agreement for use under the Plan, filed as
Exhibit 4.2 to the Registration Statement and (d) such records of the corporate
proceedings of the Company and such other documents as we deemed necessary to
render this opinion.
Based upon such examination, we are of the opinion that:
1. The Company is a corporation organized and validly existing
under the laws of the State of Delaware.
2. The Shares to be sold by the Company have been duly authorized
and, when issued and sold pursuant to the Plan, and in the
manner contemplated by the Registration Statement, will be
validly issued, fully paid and nonassessable.
We hereby consent to the filing of this opinion as Exhibit 5.1 to the
Registration Statement.
Very truly yours,
HAHN LOESER & PARKS LLP
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<PAGE> 1
EXHIBIT 23.2
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement of
TransTechnology Corporation on Form S-8 of our reports dated May 12, 1998,
appearing in the Annual Report on Form 10-K of TransTechnology Corporation for
the year ended March 31, 1998.
/s/ Deloitte & Touche LLP
Deloitte & Touche LLP
Parsippany, New Jersey
January 19, 1999
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<PAGE> 1
EXHIBIT 23.3
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
The New Seeger Group:
As independent public accountants, we hereby consent to the incorporation by
reference of our report dated May 28, 1996 included in the Annual Report on Form
10-K of TransTechnology Corporation for the year ended March 31, 1998 into this
Registration Statement.
ARTHUR ANDERSEN
Wirtschaftsprufungsgesellschaft
Steuerberatungsgesellschaft mbH
/s/ Laupenmuhlen
Laupenmuhlen
Wirtschaftsprufer
(certified auditor)
Eschborn/Frankfurt/M.
January 19, 1999
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