1
As filed with the Securities and Exchange Commission on June 28, 1996
REGISTRATION NO. 33-
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
-------------------
GROUP TECHNOLOGIES CORPORATION
(Exact name of registrant as specified in its charter)
Florida 59-2948116
(State or other jurisdiction of (I.R.S. Employer Identification Number)
incorporation or organization)
10901 MALCOLM MCKINLEY DRIVE, TAMPA, FLORIDA 33612
(address, including zip code, of principal executive offices)
-------------------
GROUP TECHNOLOGIES CORPORATION STOCK OPTION PLAN DATED JANUARY 22, 1990
(Full title of the plan)
-------------------
Carl P. McCormick, President
Group Technologies Corporation
10901 Malcolm McKinley Drive
Tampa, Florida 33612
(813)972-6000
(Name, address and telephone number, including area code for service)
-------------------
Copies of all communications, including copies of all communications
sent to agent for service, should be sent to:
R. Alan Higbee, Esquire
Fowler, White, Gillen, Boggs, Villareal and Banker, P.A.
501 East Kennedy Boulevard, Suite 1700
Tampa, Florida 33602
(813)222-1172
CALCULATION OF REGISTRATION FEE
===========================================================================================================
Proposed Maximum Offering Price
Title of Securities to be Registered Amount to be Registered (shares)(1) per Share(2)
- ------------------------------------ ----------------------------------- -------------------------------
Common Stock, par value $.01 per
share 840,000 $1.945
===========================================================================================================
===========================================================================================================
Proposed Maximum Aggregate Amount of
Title of Securities to be Registered Offering Price(2) Registration Fee
- ------------------------------------ -------------------------- --------------------
Common Stock, par value $.01 per
share $1,633,800 $563.38
===========================================================================================================
(1) Pursuant to Rule 416(a), this Registration Statement also registers such
indeterminate number of additional shares as may become issuable under the Plan
in the event of a share split, share dividend, split-up, recapitalization or
other similar event.
(2) In accordance with Rule 457(h), the aggregate offering price and the fee
are computed upon the basis of the actual prices at which the options may be
exercised.
================================================================================
Page 1 of 40
Exhibit Index on Page 8
2
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents heretofore filed by Group Technologies Corporation
(the "Company") with the Securities and Exchange Commission are hereby
incorporated herein by reference as of their respective dates:
(a) The Company's Annual Report on Form 10-K for the fiscal year
ended December 31, 1995.
(b) All other reports filed by the Company pursuant to Section
13(a) or 15(d) of the Securities Exchange Act of 1934, as amended
(the "Exchange Act") since the end of the fiscal year covered by the
document of the Company referred to in (a) above.
(c) The description of the Company's Common Stock contained in
the Company's Registration Statement on Form 8-A filed by the
Company under the Exchange Act on May 3, 1994, as amended, is hereby
incorporated by reference.
In addition, all documents filed by the Company pursuant to Section
13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date hereof and
prior to the filing of a post-effective amendment which indicates that all
securities offered have been sold or which deregisters all securities then
remaining unsold, shall be deemed to be incorporated by reference in the
registration statement and to be a part thereof from the date of filing of such
documents.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Legal Counsel who rendered an opinion as to the validity of the securities
being registered is employed by the Company as in-house counsel and serves as
the secretary of the Company. Such person also owns shares of the Company's
Common Stock and holds options to purchase additional shares of the Company's
Common Stock pursuant to the terms and conditions of the Company's 1994 Stock
Option Plan for Key Employees.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Article X of the Company's Amended and Restated Articles of Incorporation
limits the liability of directors of the registrant pursuant to the Florida
Business Corporation Act. Under this Article, directors generally will be
personally liable to the registrant or its shareholders for monetary damages
only for acts or omissions not in good faith or from which a director derives
an improper personal benefit, intentional misconduct or violations of law and
unlawful distributions.
Article XII of the Company's Amended and Restated Articles of
Incorporation and the Bylaws of the Company require the Company to indemnify
each person against liability, and the reasonable cost or expense incurred by
such person in such person's capacity as a director or officer of the Company,
or in such person's capacity with another entity at the request of the Company;
provided, however, that no such director or officer shall be indemnified
against any such liability in connection with a proceeding in which such
director or officer has been adjudged liable on the basis that personal benefit
was improperly received or if such indemnification would be prohibited by law.
The Amended and Restated Articles of
Page 2 of 40
3
Incorporation and Bylaws of the Company further provide that the advancement of
expenses incurred by an officer or director, and reimbursable thereunder, prior
to the final disposition of a proceeding may be made only upon delivery to the
Company of an undertaking, by or on behalf of such officer or director, to
repay all amounts advanced if it is ultimately determined that such officer or
director is not entitled to indemnification.
If a claim is not paid in full by the Company within ninety days after a
written claim has been received, the officer or director making the claim may
bring suit against the Company to recover any unpaid amount. If the officer
or director is successful, in whole or in part, he or she will be entitled to
be paid the expense of prosecuting such claim.
The circumstances under which Florida law requires or permits a
corporation to indemnify its directors, officers, employees and/or agents are
set forth at Section 607.0850 of the Florida Business Corporation Act.
Generally, under Section 607.0850 of the Florida Business Corporation Act,
a corporation may indemnify an individual made a party to a proceeding because
he or she is or was a director, officer, employee or agent of the corporation
against liability incurred in the proceeding if:
(a) He or she acted in good faith; and
(b) He or she reasonably believed that his or her conduct was in, or not
opposed to, the best interests of the corporation; and
(c) In the case of any criminal proceeding, he or she had no reasonable
cause to believe his or her conduct was unlawful.
A corporation may not indemnify a director, officer, employee or agent of
the corporation:
(a) In connection with a proceeding by or in the right of the corporation
in which the person was adjudged liable to the corporation unless, and
only to the extent that, a court determines that, in view of all
circumstances of the case, the person is fairly and reasonably entitled
to indemnification;
(b) In connection with any other proceeding charging improper personal
benefit to him or her, whether or not involving action in his or her
capacity, in which he or she was adjudged liable on the basis that
personal benefit was improperly received by him or her; or
(c) In the case of a director, in connection with a director's approval
of an unlawful distribution.
Indemnification permitted in connection with a proceeding by or in the
right of the corporation is limited to reasonable expenses and amounts paid in
settlement, not exceeding, in the judgment of the Board of Directors, the
estimated expense of litigating the proceeding to conclusion, actually and
reasonably incurred in connection with the defenses or settlement of such
proceeding.
Florida law requires corporations to indemnify officers, directors,
employees or agents to the extent they are successful on the merits or
otherwise in defense of any proceeding brought against such officer, director,
employee or agent by reason of the fact that such person is or was an officer,
director, employee or agent.
Page 3 of 40
4
In addition, the Company maintains directors' and officers' liability
insurance covering certain liabilities which may be incurred by the directors
and officers of the Company in connection with the performance of their duties.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
The following documents are filed as exhibits to this Registration Statement:
3.1 Amended and Restated Bylaws of the Company adopted on April 19,
1996.
4.1 Amended and Restated Articles of Incorporation of the Company
(incorporated by reference to the exhibit with the same exhibit
identification number filed with the Company's Registration Statement
on Form S-1 (File No. 33-76326) filed with the Commission on March
11, 1994).
4.3 Articles of Amendment to the Amended and Restated Articles of
Incorporation of the Company (incorporated by reference to the
exhibit with the same identification number filed with Amendment
No. 2 to the Company's Registration Statement on Form S-1 (File No.
33-76326) filed with the Commission on May 5, 1994).
4.4 Second Amendment to the Amended and Restated Articles of
Incorporation of the Company (incorporated by reference to the
exhibit with the same exhibit identification number filed with
Amendment No. 2 to the Company's Registration Statement on Form S-1
(File No. 33-76326) filed with the Commission on May 5, 1994).
5.1 Opinion of Legal Counsel of the Company, as to the legality of the
securities being registered.
10.28.1 Group Technologies Corporation Stock Option Plan Restated effective
on June 26, 1996, dated January 22, 1990.
10.32.2 Group Technologies Corporation Independent Directors' Stock Option
Plan Restated effective on June 26, 1996, dated October 27, 1994.
10.33.2 Group Technologies Corporation Stock Option Plan for Key Employees
Restated effective on June 26, 1996, dated October 27, 1994.
Page 4 of 40
5
24.1 Consent of Legal Counsel of the Company (appears in his opinion
filed as Exhibit 5.1).
24.2 Consent of Ernst & Young LLP.
ITEM 9. UNDERTAKINGS.
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:
(i) to include any prospectus required by Section 10(a)(3) of
the Securities Act of 1933;
(ii) to reflect in the prospectus any facts or events arising
after the effective date of the registration statement (or
the most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental
change in the information set forth in the registration
statement;
(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 subparagraphs (i) and (ii) do not apply if
the information required to be included in a post-effective
amendment by those subparagraphs is contained in periodic reports
filed by the registrant pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934 that are incorporated by reference
in the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be
deemed to be a new registration statement relating to the
securities offered thereof.
(3)To remove from registration, by means of a post-effective
amendment, any of the securities being registered which remain
unsold at the termination of the offering.
(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing
of the registrant's annual report pursuant to Section 13(a) or 15(d) of
the Securities Exchange Act of 1934 that is incorporated by reference in
the registration statement shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of
such securities at that time shall be deemed to be the initial bona fide
offering thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the registrant pursuant to the provisions
described in Item 6, or otherwise, the registrant has been advised that
in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in such Act and is,
therefore, unenforceable. In the event that a claim for indemnification
against
Page 5 of 40
6
such liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer, or controlling person of the
registrant in the successful defense of any action, suit or proceeding)
is asserted by such director, officer or controlling person in connection
with the securities being registered, the registrant will, unless in the
opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question of
whether such indemnification by it is against public policy as expressed
in the Act and will be governed by the final adjudication of such issue.
Page 6 of 40
7
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Tampa, State of Florida, on June 28, 1996.
GROUP TECHNOLOGIES CORPORATION
By: /s/ Carl P. McCormick
--- ------------------------
Carl P. McCormick,
President and Chief
Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this registration
statement has been signed by the following persons in the capacities and on the
dates indicated.
SIGNATURE TITLE DATE
--------- ----- ----
/s/ Carl P. McCormick Director, President and Chief Executive Officer 6-28-96
- ---------------------- (Principal Executive Officer)
Carl P. McCormick
/s/ David D. Johnson Chief Financial Officer 6-28-96
- ----------------------
David D. Johnson
/s/ Jeffrey T. Gill Chairman of the Board 6-28-96
- ----------------------
Jeffrey T. Gill
/s/ Robert E. Gill Director 6-28-96
- ----------------------
Robert E. Gill
/s/ Henry F. Frigon Director 6-28-96
- ----------------------
Henry F. Frigon
/s/ Sidney R. Petersen Director 6-28-96
- ----------------------
Sidney R. Petersen
/s/ Roger W. Johnson Director 6-28-96
- ----------------------
Roger W. Johnson
Page 7 of 40
8
GROUP TECHNOLOGIES CORPORATION
EXHIBIT INDEX
Exhibit Page
No. Number
- ------- ---------
3.1 Amended and Restated Bylaws of the Company adopted on April 19, 1996............................................ 9
4.1 Amended and Restated Articles of Incorporation of the Company (incorporated by reference to the exhibit
with the same exhibit identification number filed with the Company's Registration Statement on Form S-1
(File No. 33-76326) filed with the Commission on March 11, 1994.)............................................... n/a
4.3 Articles of Amendment to the Amended and Restated Articles of Incorporation of the Company (incorporated
by reference to the exhibit with the same identification number filed with Amendment No. 2 to the Company's
Registration Statement on Form S-1 (File No. 33-76326) filed with the Commission on May 5, 1994)................ n/a
4.4 Second Amendment to the Amended and Restated Articles of Incorporation of the Company (incorporated by
reference to the exhibit with the same exhibit identification number filed with Amendment No. 2 to the
Company's Registration Statement on Form S-1 (File No. 33-76326) filed with the Commission on May 5, 1994)...... n/a
5.1 Opinion of Legal Counsel of the Company, as to the legality of the securities being registered.................. 18
10.28.1 Group Technologies Corporation Stock Option Plan Restated effective on June 26, 1996, dated January 22, 1990.... 19
10.32.2 Group Technologies Corporation Independent Directors' Stock Option Plan Restated effective on June 26, 1996,
dated October 27, 1994.......................................................................................... 26
10.33.2 Group Technologies Corporation Stock Option Plan For Key Employees Restated effective on June 26, 1996, dated
October 29, 1994................................................................................................ 32
24.1 Consent of Legal Counsel of the Company (appears in his opinion filed as Exhibit 5.1)........................... n/a
24.2 Consent of Ernst & Young LLP.................................................................................... 40
Page 8 of 40
1
EXHIBIT 3.1
AMENDED AND RESTATED BYLAWS OF
GROUP TECHNOLOGIES CORPORATION
AS OF APRIL 19, 1996
ARTICLE I
OFFICES
The principal office of the corporation in the State of Florida shall be
located in the City of Tampa. The corporation may have such other offices,
either within or without the State of Florida, as the business of the
corporation may require from time to time.
ARTICLE II
SHAREHOLDERS
SECTION 1. ANNUAL MEETING. The annual meeting of the shareholders shall be
held between January 1st and December 31st each year, beginning with the year
1997, on such date and at such hour as may be specified in the Notice of
Meeting or in a duly executed Waiver of Notice thereof, for the purpose of
electing directors and for the transaction of such other business as may come
before the meeting. If the day fixed for the annual meeting shall be a legal
holiday, such meeting shall be held on the next business day which is not a
legal holiday. If the election of directors shall not be held on the day
designated for any annual meeting, or at any adjournment thereof, the Board of
Directors shall cause the election to be held at a special meeting of the
shareholders to be held as soon thereafter as may be convenient.
SECTION 2. SPECIAL MEETINGS. Special meetings of the shareholders of
the corporation may be called in accordance with the corporation's articles of
incorporation.
SECTION 3. PLACE OF MEETING. The Board of Directors may designate any
place within or without the State of Florida as the place of meeting for any
annual meeting, or any place either within or without the State of Florida as
the place of meeting for any special meeting called by the Board of Directors.
If no designation is made, or if a special meeting be called by other than
the Board of Directors, the place of meeting shall be the principal office of
the corporation in the State of Florida, except as provided in Section 5 of
this Article.
SECTION 4. NOTICE OF MEETINGS. Written or printed notice stating the
place, day and hour of the meeting and, in the case of a special meeting, the
purpose or purposes for which the meeting is called, shall be delivered not
less than ten (10) nor more than sixty (60) days before the date of the
meeting, either personally or by telegraph, teletype or other form of wire or
wireless communication,
Page 9 of 40
2
or by mail or private carrier, by or at the direction of the president, or the
secretary, or the officer or persons calling the meeting, to each shareholder
of record entitled to vote at such meeting, except when a longer period of time
is required by statute. If mailed, such notice shall be deemed to be delivered
when deposited in the United States mail in a sealed envelope addressed to the
shareholder at his address as it appears on the records of the corporation,
with first class postage thereon prepaid.
SECTION 5. MEETING OF ALL SHAREHOLDERS. If all of the shareholders
shall meet at any time and place, either within or without the State of
Florida, and consent to the holding of a meeting, such meeting shall be valid
without call or notice, and at such meeting any corporate action may be taken.
SECTION 6. CLOSING OF TRANSFER BOOKS OR FIXING OF RECORD DATE. If no
record date is fixed for the determination of shareholders entitled to notice
of or to vote at a meeting of shareholders, or shareholders entitled to receive
payment of a dividend, the date on which notice of the meeting is mailed or the
resolution of the Board of Directors declaring such dividend is adopted, as the
case may be, shall be the record date for such determination of shareholders.
When a determination of shareholders entitled to vote at any meeting of
shareholders has been made as provided herein, such determination shall apply
to any adjournment thereof unless the meeting is adjourned to a date more than
one hundred twenty (120) days after the date fixed for the original meeting, in
which case the Board of Directors shall fix a new record date.
SECTION 7. VOTING LISTS AND SHARE LEDGER. The secretary shall prepare or
cause to be prepared a compete list of the shareholders entitled to notice of
any meeting, or any adjournment thereof, arranged by voting group (and within
each voting group by class or series of shares) in alphabetical order, with the
address of and the number of shares held by each shareholder, which list, for a
period of ten (10) business days (or such shorter time as may exist) prior to
any meeting and continuing through the meeting, shall be kept on file at the
principal office of the corporation and shall be subject to inspection by any
shareholder at any time during usual business hours. Such list shall also be
produced and kept open at the meeting and shall be subject to the inspection of
any shareholder during the meeting or any adjournment thereof. The original
share ledger or stock transfer book, or a duplicate thereof kept in this State,
shall be prima facie evidence as to the transfer book, or the shareholders
entitled to vote at any meeting of shareholders or to receive any dividend.
SECTION 8. QUORUM. A majority of the outstanding shares entitled to vote,
represented in person or by proxy, shall constitute a quorum at any meeting of
shareholders. The shareholders present at a duly organized meeting can
continue to do business for the remainder of the meeting and for any
adjournment thereof until adjournment, notwithstanding the withdrawal of enough
shareholders to leave less than a quorum, unless a new record date is or must
be set for that adjourned meeting.
SECTION 9. PROXIES. At all meetings of shareholders, a shareholder may
vote by proxy executed in writing by the shareholder or by his duly authorized
attorney-in-fact. Such proxy shall be filed with the secretary of the
corporation before or at the time of the meeting. A shareholder may revoke his
proxy at any time prior to the establishment of a quorum at any meeting of
shareholders. Such revocation shall be in writing and delivered to the
secretary of the corporation prior to the time the presence of a quorum has
been determined and declared.
SECTION 10. ACTION BY CONSENT OF SHAREHOLDERS. Any action required
or permitted to be taken at any annual or special meeting of the shareholders
may be taken without a meeting, without prior notice and without a vote, if one
or more consents in writing, setting forth the
Page 10 of 40
3
action so taken, shall be dated and signed by the holders of outstanding stock
having not less than the minimum number of votes that would be necessary to
authorize or take such action at a meeting at which all shares entitled to vote
thereon were present and voted. Such written consent(s) shall be delivered to
the corporation by delivery to its principal office in Florida, its principal
place of business, the corporate secretary, or another officer or agent of the
corporation having custody of the book in which proceedings of meetings of
shareholders are recorded. Within ten (10) days after obtaining such
authorization by written consent, notice must be given to those shareholders
who have not consented in writing or who are not entitled to vote on the
action.
ARTICLE III
DIRECTORS
SECTION 1. GENERAL POWERS. The business and affairs of the corporation
shall be managed under the direction of a Board of Directors.
SECTION 2. NUMBER AND TENURE. The number of directors of the corporation
shall be not less than three (3) nor more than twelve (12). The Board of
Directors may from time to time designate the number of directors which shall
constitute the whole Board. The number of directors shall initially be three
(3). Each director elected by the shareholders shall hold office for the term
which he is elected or until his successor shall have been elected and
qualifies for the office, whichever period is longer.
SECTION 3. REGULAR MEETINGS. A regular meeting of the Board of Directors
shall be held without notice other than this bylaw, immediately after, and at
the same place as, the annual meeting of shareholders. The Board of Directors
may provide, by resolution, the time and place, either within or without the
State of Florida, for the holding of additional meetings without other notice
than such resolution.
SECTION 4. SPECIAL MEETINGS. Special meetings of the Board of Directors
may be called by or at the request of the chairman of the board or a
majority of the directors. The person or persons authorized to call special
meetings of the Board of Directors may fix any place, either within or without
the State of Florida, as the place for holding any special meeting of the Board
of Directors called by them.
SECTION 5. NOTICE. Notice of any special meeting shall be given at least
two (2) days prior thereto by telephone, by written notices delivered
personally or mailed to each director at his address on file with the
corporation, or by telegram or other form of electronic communication. If
mailed, such notice shall be deemed to be delivered when deposited in the
United States mail in a sealed envelope so addressed, with postage thereon
prepaid. If notice be given by telegram, such notice shall be deemed to be
delivered when the telegram is delivered to the telegraph company. Any
director may waive notice of any meeting. The attendance of a director at any
meeting shall constitute a waiver of notice of such meeting, unless the
director at the beginning of the meeting (or promptly upon his arrival) objects
to the transaction of any business at the meeting and does not thereafter vote
for or assent to action taken at the meeting. Neither the business to be
transacted at, nor the purpose of, any regular or special meeting of the Board
of Directors need be specified in the notice or waiver of notice of such
meeting.
Page 11 of 40
4
SECTION 6. QUORUM. A majority of the Board of Directors shall constitute a
quorum for the transaction of business at any meeting of the Board of
Directors, provided that if less than a majority of the directors are present
at said meeting, a majority of the directors present may adjourn the meeting
from time to time without further notice.
SECTION 7. MANNER OF ACTING. The act of the majority of the directors
present at a meeting at which a quorum is present shall be the act of the Board
of Directors; provided, however, that the Board of Directors, by resolution
adopted by a majority of the full Board of Directors, may designate from among
its members an executive and one or more other committees, including, without
limitation, and audit committee and a compensation committee, each of which, to
the extent provided in such resolution, shall have and may exercise all the
authority of the Board of Directors, but no such committee shall have the
authority of the Board of Directors to: [a] approve or recommend to
shareholders actions or proposals required by Florida law to be approved by the
shareholders; [b] fill vacancies on the Board of Directors or on any of its
committees; [c] adopt, amend or repeal bylaws; [d] authorize or approve
reacquisition of shares unless pursuant to a general formula or method
specified by the Board of Directors; or [e] authorize or approve the issuance
or sale or contract for sale of shares or determine the designation and
relative rights, preferences and limitations of a voting group, except that the
Board of Directors may authorize a committee (or senior executive officer of
the corporation) to do so within limits specifically prescribed by the Board of
Directors.
SECTION 8. VACANCIES. Any vacancy occurring in the Board of Directors may
be filled by the affirmative vote of a majority of the remaining directors
though less than a quorum of the Board of Directors. A director elected to
fill a vacancy shall serve until the next shareholders' meeting at which
directors are elected.
SECTION 9. COMPENSATION. The Board of Directors shall have authority of
fix the compensation of directors.
SECTION 10. ACTION BY CONSENT OF DIRECTORS. Any action required or
permitted to be taken at a meeting of the Board of Directors or at a meeting of
a committee, may be taken without a meeting if a consent, in writing, setting
forth the action so taken shall be signed by all of the directors, or all of
the members of the committee, as the case may be, and included in minutes or
filed with the corporate records.
ARTICLE IV
OFFICERS
SECTION 1. DESIGNATION OF OFFICERS. The officers of the corporation
shall be a president, one or more vice presidents, a treasurer, a secretary,
and such other officers, including, without limitation, a chairman of the
board, a chief executive officer, one or more assistant treasurers and one or
more assistant secretaries, as may be provided by the Board of Directors and
elected in accordance with the provisions of this article.
SECTION 2. ELECTION AND TERM OF OFFICE. The officers of the corporation
shall be elected annually by the Board of Directors at the first meeting of
the Board of Directors held after each annual meeting of shareholders. If the
election of officers shall not be held at such meeting, such election
Page 12 of 40
5
shall be held as soon thereafter as convenient. Vacancies may be filled or new
offices created and filled at any meeting of the Board of Directors. Each
officer shall hold office until his or her successor shall have been duly
elected and shall have qualified or until his or her death or until he or she
shall resign or shall have been removed from office in the manner hereinafter
provided.
SECTION 3. REMOVAL. Any officer elected by the Board of Directors may
be removed by the Board of Directors, with or without cause, whenever in its
judgment the best interest of the corporation would be served thereby, by such
removal shall be without prejudice to the contract rights, if any, of the
person so removed. Election or appointment of an officer or agent shall not of
itself create contract rights.
SECTION 4. CHAIRMAN OF THE BOARD. The Board of Directors shall appoint
one of its members to be chairman of the board to serve at the pleasure of the
Board. He shall preside at all meetings of the Board of Directors and at all
meetings of the shareholders. The chairman of the board shall supervise the
carrying out of the policies adopted or approved by the Board. He shall have
general executive powers, as well as the specific powers conferred by these
bylaws. He shall also have and may exercise such further powers and duties as
from time to time may be conferred upon, or assigned to him by the Board of
Directors.
SECTION 5. PRESIDENT. The Board of Directors shall appoint the
president of the corporation. The president may sign, with the secretary, or
any other proper officer of the corporation thereunto authorized by the Board
of Directors, certificates for shares of the corporation, any deeds, mortgages,
bonds, contracts, or other instruments which the Board of Directors has
authorized to be executed except in cases where the signing and execution
thereof shall be expressly delegated by the Board of Directors or by these
bylaws to some other officer or agent of the corporation, or shall be required
by law to be otherwise signed or executed; he shall have authority to vote all
shares of stock in other corporations owned by the corporation, unless the
Board of Directors designates and appoints another person as proxy for the
corporation; and in the general shall perform all duties incident to the office
of president and such other duties as may be prescribed by the Board of
Directors from time to time. In the event the Board does not appoint a chief
executive officer or in his absence or in the event of his inability or refusal
to act, the president shall perform the duties of chief executive officer. The
Board in its discretion may appoint the same member to the office of chairman
of the board and president. When the member of the Board holds the office of
chairman of the board and president, a vice chairman of the board shall be
appointed to preside at any meeting of the Board at which the chairman is not
present.
SECTION 6. CHIEF EXECUTIVE OFFICER. The chief executive officer shall
be the principal executive officer of the corporation and shall in general
supervise and control all of the business affairs of the corporation and in
general shall perform all duties incident to the office of chief executive
officer and such other duties as may be prescribed by the Board of Directors
from time to time. The Board in its discretion may appoint the same member to
the office of chief executive officer and chairman of the board and/or
president.
SECTION 7. VICE PRESIDENT. The Board shall appoint as many vice
presidents as it deems necessary and may designate one or more vice presidents
as executive vice president of the corporation. Such executive vice president
(or in the event no executive vice president is appointed, the vice president
in the order designated at the time of their election or, in the absence of any
designation, then in the order of their appointment) shall, in the absence of
the president and chief executive officer or in the event of his or their
inability or refusal to act, perform the duties of such office(s) and, when so
Page 13 of 40
6
acting, shall have all the powers of and be subject to all the restrictions
upon such office(s). Any vice president may sign, with the secretary or an
assistant secretary, certificates for shares of the corporation and shall
perform such other duties as from time to time may be assigned to them by the
president or by the Board of Directors.
SECTION 8. TREASURER. If required by the Board of Directors, the
treasurer shall give a bond for the faithful discharge of his duties in such
sum and with such surety or sureties as the Board of Directors shall determine.
He shall: [a] have charge and custody of and be responsible for all funds and
securities of the corporation; receive and give receipts for moneys due and
payable to the corporation from any source whatsoever, and deposit all such
moneys in the name of the corporation in such banks, trust companies or other
depositories as shall be selected in accordance with the provisions of these
bylaws; [b] in general, perform all the duties incident to the office of
treasurer and such other duties as from time to time may be assigned to him by
the president or the Board of Directors.
SECTION 9. SECRETARY. The secretary shall: [a] keep the minutes of the
shareholders; and of the Board of Directors' meetings in one or more books
provided for that purpose; [b] see that all notices are duly given in
accordance with the provisions of these bylaws or as required by law; [c] be
custodian of the corporate records and of the seal of the corporation and see
that the seal of the corporation is affixed to all certificates for shares
prior to the issue thereof and to all documents, the execution of which on
behalf of the corporation under its seal is duly authorized in accordance with
the provisions of these bylaws; [d] keep a register of the post office address
of each shareholder which shall be furnished to the secretary by such
shareholder; [e] in general, perform all duties incident to the office of
secretary and such duties as from time to time may be assigned to him by the
president or by the Board of Directors. The secretary may also be designated
as registrar of the corporation. Both the secretary and the registrar of the
corporation shall have authority to sign with the president, or vice president,
certificates for shares of the corporation, the issue of which shall have been
authorized by resolution of the Board of Directors, have general charge of the
stock transfer books of the corporation and take all actions necessary for
transfer of shares on the books of the corporation.
SECTION 10. ASSISTANT TREASURERS AND ASSISTANT SECRETARIES.
The assistant treasurers shall respectively, if required by the Board of
Directors, give bonds for the faithful discharge of their duties in such sums
and with such sureties as the Board of Directors shall determine. The
assistant secretaries, as and if authorized by the Board of Directors, may sign
with the president or vice president certificates for shares of the
corporation, the issue of which shall have been authorized by a resolution of
the Board of Directors. The assistant treasurers and assistant secretaries in
general shall perform such duties as shall be assigned to them by the treasurer
or the secretary, respectively, or by the president or the Board of Directors.
ARTICLE V
CONTRACTS, LOANS, CHECKS AND DEPOSITS
SECTION 1. CONTRACTS. The Board of Directors may authorize any officer
or officers, agent or agents, to enter into any contract or execute and deliver
any instruments in the name of and on behalf of the corporation, and such
authority may be general or confined to specific instances.
Page 14 of 40
7
SECTION 2. LOANS. No loans shall be contracted on behalf of the
corporation, and no evidences of indebtedness shall be issued in its name
unless authorized in advance or by ratification, by a resolution of the Board
of Directors. Such authority may be general or confined to specific instances.
SECTION 3. CHECKS, DRAFTS, ORDERS, ETC. All checks, drafts, or other
orders for the payment of money, notes or other evidences of indebtedness
issued in the name of the corporation shall be signed by such officer or
officers, agent or agents, of the corporation and in such manner as shall from
time to time be determined by resolution of the Board of Directors.
SECTION 4. DEPOSITS. All funds of the corporation not otherwise
employed shall be deposited from time to time to the credit of the corporation
in such banks, trust companies, or other depositories as the Board of Directors
may select.
ARTICLE VI
CERTIFICATES FOR SHARES AND THEIR TRANSFER
SECTION 1. CERTIFICATES FOR SHARES. Certificates representing shares
of the corporation shall be in such form as may be determined by the Board of
Directors. Such certificates shall be signed by the president or vice
president and by the secretary or an assistant secretary (including by
facsimile signature) and may be sealed with the seal of the corporation or a
facsimile thereof. All certificates surrendered to the corporation for
transfer shall be canceled, and no new certificate shall be issued until the
former certificate for a like number of shares shall have been surrendered and
canceled, except that in case of a lost, destroyed or mutilated certificate, a
new one may be issued therefor upon such terms and indemnity to the corporation
as the Board of Directors may prescribe.
SECTION 2. TRANSFER OF SHARES. Transfer of shares of the corporation
shall be made only on the books of the corporation by the registered holder
thereof or by his attorney thereunto authorized by power of attorney duly
executed and filed with the secretary of the corporation, and on surrender for
cancellation of the certificate for such shares. The person in whose name
shares stand on the books of the corporation shall be deemed the owner thereof
for all purposes as regards the corporation.
ARTICLE VII
FISCAL YEAR
The fiscal year of the corporation shall begin on the first day of January
and end on the last day of December of each calendar year.
Page 15 of 40
8
ARTICLE VIII
WAIVER OF NOTICE
Whenever any notice whatever is required to be given under the provisions
of these bylaws, or under the provisions of the Articles of Incorporation, or
under the provisions of the corporation laws of the State of Florida, waiver
thereof in writing, signed by the person, or persons, entitled to such notice,
whether before or after the time stated therein, shall be deemed equivalent to
the giving of such notice.
ARTICLE IX
AMENDMENT OF BYLAWS
The Board of Directors may alter, amend or rescind the bylaws, subject to
the rights of shareholders to replace or modify such actions.
ARTICLE X
INDEMNIFICATION
Each person who is or was a director, officer, employee or agent of the
corporation, whether elected or appointed, and each person who is or was
serving at the request of the corporation as a director, officer, employee or
agent of another corporation, whether elected or appointed, or of a
partnership, joint venture, trust or other enterprise, including service with
respect to employee benefit plans, including the heirs, executors,
administrators or estate of any such person, shall be indemnified by the
corporation to the full amount against any liability, and the reasonable cost
or expense (including attorneys' fees, monetary or other judgments, fines,
excise taxes or penalties and amounts paid or to be paid in settlement)
incurred by such person in such person's capacity as a director, officer,
employee or agent or arising out of such person's status as a director,
officer, employee or agent; provided, however, no such person shall be
indemnified against any such liability, cost or expense incurred in connection
with any action, suit or proceeding in which such person shall have been
adjudged liable on the basis that personal benefit was improperly received by
such person or if such indemnification would be prohibited by law. Such right
shall be a contract right and shall include the right to be paid by the
corporation the reasonable expenses incurred in defending any threatened or
pending action, suit or proceeding in advance of its final disposition;
provided, however, that such advance payments of expenses shall be made only
after delivery to the corporation of an undertaking by or on behalf of such
person to repay all amounts so advanced if it shall be determined that such
person is not entitled to such indemnification. Any repeal or modification of
this Section shall not affect any rights or obligations then existing. If any
indemnification payment required by this Section is not paid by the corporation
within ninety (90) days after a written claim has been received by the
corporation, the director, officer, employee or agent may at any time
thereafter bring suit against the corporation to recover the unpaid amount and,
if successful in whole or in part, shall be entitled to be paid also the
expense of prosecuting such claim. The corporation may
Page 16 of 40
9
maintain insurance, at its own expense, to protect itself and any such person
against any such liability, cost or expense, whether or not the corporation
would have the power to indemnify such person against such liability, cost or
expense under the laws of the State of Florida or under this Section, but it
shall not be obligated to do so. The indemnification provided by this Section
shall not be deemed exclusive of any other rights which those seeking
indemnification may have or hereafter acquire under any bylaw, agreement,
statute, vote of shareholders or Board of Directors or otherwise. If this
Section or any portion thereof shall be invalidated on any ground by any court
of competent jurisdiction, then the corporation shall nevertheless indemnify
each such person, to the full extent permitted by any applicable portion of
this Section that shall not have been invalidated or by any other applicable
law. For the purposes of this Section, reference to "the corporation" includes
all constituents absorbed in a consolidation or merger as well as the resulting
or surviving corporation.
ARTICLE XI
AUDITORS
The corporation's books of account shall be examined annually by an
independent firm of public accountants whose selection shall be made by the
Board of Directors after recommendation by management. Upon completion of the
examination by the auditors, a report shall be prepared and submitted to the
Board of Directors.
Page 17 of 40
1
EXHIBIT 5.1
OPINION OF LEGAL COUNSEL
June 27, 1996
Group Technologies Corporation
10901 Malcolm McKinley Drive
Tampa, Florida 33612
Re: Registration Statement on Form S-8
This opinion is given to you in connection with the filing by Group
Technologies Corporation, a Florida corporation (the "Company"), with the
Securities and Exchange Commission, under the Securities Act of 1933, as
amended, of a Registration Statement on Form S-8 (the "Registration Statement")
with respect to 840,000 shares of common stock, $.01 par value, of the Company
issuable pursuant to the Company's Stock Option Plan dated January 22, 1990, as
amended (the "Plan") (all shares of such stock issuable pursuant to the Plan
are referred to herein as the "Common Stock"). As counsel for the Company, I
have examined the relevant corporate documents incident to giving this opinion.
Based on the foregoing, I am of the opinion that the shares of Common Stock,
when issued and delivered in accordance with the provisions of the Plan and
options issued thereunder, will be legally issued, fully paid and non-
assessable.
I hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.
Sincerely,
/s/ Michael L. Schuman
Page 18 of 40
1
EXHIBIT 10.28.1
GROUP TECHNOLOGIES CORPORATION
STOCK OPTION PLAN
ADOPTED ON JANUARY 22, 1990
AMENDED AND RESTATED ON JUNE 26, 1996
1. PURPOSE
To provide key management employees with the opportunity to receive
potentially significant financial rewards from long term appreciation of the
Corporation's stock resulting from their efforts to achieve superior
performance by the Corporation and its personnel.
2. PARTICIPANTS
The Board of Directors of the Corporation (the "Board") shall have the
right to select certain key individuals of the management team to be recipients
of options for the purchase of shares of the common stock of the Corporation
(the "Common Stock") and those key individuals shall be known as the
Participants.
3. PURCHASE PRICE
The option to purchase shares of stock in the Corporation shall always
carry an exercise price per share that is equal to the Calculated Value of the
Corporation's share price on the date the option is issued and shall be clearly
designated on the face of the option certificate. Such Calculated Value was
determined in accordance with the formula contained in the Employee Stock
Purchase Plan of the Corporation, dated January 22, 1990, as amended and was
deemed by the Board to be equal to the fair market value of the shares of stock
being made available for purchase by Participants on the date of grant as such
shares were not then traded on the over-the-counter market nor listed on any
exchange and did not have a known market value.
4. DATE OF ISSUE
The date of issue shall be designated by the Board and shall be clearly
marked on the face of the option certificate.
5. PERIOD OF ELIGIBILITY
The Board, or a designated committee thereof, shall have the sole right to
determine the period during which time the option shall be exercisable. This
authority shall include the right to establish both a waiting period prior to
the option becoming eligible to be exercised and an expiration period after
which it shall no longer be eligible to be exercised. Both the date of
eligibility and the date of expiration shall be clearly marked on the option
certificate.
Page 19 of 40
2
6. PURCHASE
Each option shall provide that the purchase price of the shares as to which an
option shall be exercised shall be paid to the Corporation at the time of
exercise either in cash or in such other consideration as the Board, or a
designated committee thereof, deems acceptable, and which other consideration
in the Board's or the committee's sole discretion may include: (i) Common Stock
of the Corporation already owned by the Participant having a total fair market
value on the date of exercise, determined in accordance with Section 9 hereof,
equal to the purchase price, (ii) Common Stock of the Corporation issuable upon
the exercise of an option and withheld by the Corporation having a total fair
market value on the date of exercise, determined in accordance with Section 9
hereof, equal to the purchase price, or (iii) a combination of cash and Common
Stock of the Corporation (either shares already owned by the Participant or
shares being withheld upon the exercise of an option) having a total fair
market value on the date of exercise, determined in accordance with Section 9
hereof, equal to the amount of the purchase price not paid in cash.
7. MANNER OF EXERCISE
Subject to the terms and conditions of any applicable option agreement, any
option granted under this Stock Option Plan may be exercised in whole or in
part. To initiate the process for the exercise of an option: (i) the
Participant shall deliver to the Corporation, or to a broker-dealer in the
Common Stock with the original copy to the Corporation, a written notice of
intent to exercise an option specifying the number of shares as to which the
option is being exercised and, if determined by counsel for the Corporation to
be necessary, representing that such shares are being acquired for investment
purposes only and not for the purpose of resale or distribution; and (ii) the
Participant, or the broker-dealer, shall pay for the purchase price of such
shares with cash, or if the Board, or a designated committee thereof, in its
discretion agrees to so accept, by delivery to the Corporation of Common Stock
of the Corporation (either shares already owned by the Participant or shares
being withheld upon the exercise of an option), or in some combination of cash
and such Common Stock acceptable to the Board. If payment of the purchase
price is made with Common Stock, the value of the Common Stock used for such
payment shall be the fair market value of the Common Stock on the date of
exercise, determined in accordance with Section 9 hereof. The date of exercise
of a stock option shall be determined under procedures established by the Board
or a designated committee thereof, but in no event shall the date of exercise
precede the date on which both the written notice of intent to exercise an
option and full payment of the purchase price for the shares as to which the
option is being exercised have been received by the Company. Promptly after
receiving full payment for the shares as to which the option is being exercised
and, provided that all conditions precedent contained in the Plan are
satisfied, the Corporation shall, without transfer or issuance tax or other
incidental expenses to Participant, deliver to Participant a certificate for
such shares of the Common Stock. If Participant fails to accept delivery of
the Common Stock, his rights to exercise the applicable portion of the option
shall terminate.
8. TAX WITHHOLDING
To the extent required by applicable federal, state, local or foreign law, the
Participant shall, on the date of exercise, make arrangements satisfactory to
the Corporation for the satisfaction of any withholding tax obligations that
arise by reason of an option exercise or any sale of shares. The Board, or a
designated committee thereof, in its sole discretion, may permit these
obligations to be satisfied in whole or in part with: (i) cash paid by the
Participant or by a broker-dealer on behalf of the Participant, (ii) shares of
Common Stock that otherwise would be issued to the Participant upon exercise of
the option, and/or (iii) shares of Common Stock previously acquired. The
Corporation shall not be required to issue shares for
Page 20 of 40
3
the exercise of an option until such tax obligations are satisfied and the
Corporation may, to the extent permitted by law, deduct any such tax
obligations from any payment of any kind otherwise due to the Participant.
9. FAIR MARKET VALUE OF THE COMMON STOCK
The fair market value of the Common Stock on any given measurement date
shall be determined as follows:
(i) if the common stock of the Corporation is traded on the
over-the-counter market, the average of the closing bid and asked
quotations or the closing high bid quotation, whichever is
available, for the Common Stock in the over-the-counter market, as
reported by the National Association of Securities Dealers
Automated Quotation System, on the business day immediately
preceding the measurement date; or
(ii) if the Common Stock is listed on a national securities
exchange, the average of the closing prices of the Common Stock on
the Composite Tape for the ten (10) consecutive trading days
immediately preceding the measurement date; or
(iii) if the Common Stock is neither traded on the
over-the-counter market nor listed on a national securities
exchange, such value as the Board, in good faith, shall determine.
10. COMPLIANCE WITH OTHER LAWS AND REGULATIONS
This Stock Option Plan, the grant and exercise of options thereunder, and
the obligation of the Corporation to sell and deliver Common Stock under such
options, shall be subject to all applicable federal and state laws, rules and
regulations and to such approvals by any government or regulatory agency as may
be required. The Corporation shall not be required to issue or deliver any
certificates for Common Stock before (i) the listing of the Common Stock on any
stock exchange or over-the-counter market on which the Common Stock may then be
listed, and (ii) the completion of any registration or qualification of any
governmental body which the Corporation shall, in its sole discretion,
determine to be necessary or advisable. To the extent the Corporation meets
the then applicable requirements for the use thereof and to the extent the
Corporation may do so without undue cost or expense, and subject to the
determination by the Board of Directors of the Corporation that such action is
in the best interests of the Corporation, the Corporation intends to register
the issuance and sale of such Common Stock by the Corporation under federal and
applicable state securities laws using a Form S-8 registration statement under
the Securities Act of 1933, as amended, or such successor Form as shall then be
available.
11. CAPITAL ADJUSTMENTS AFFECTING STOCK, MERGERS AND CONSOLIDATIONS
A. Capital Adjustments. In the event of a capital adjustment in the
Common Stock resulting from a stock dividend, stock split, reorganization,
merger, consolidation, or a combination or exchange of shares, the number of
shares of Common Stock subject to this Stock Option Plan and the number of
shares under option shall be automatically adjusted to take into account such
capital adjustment. By virtue of such a capital adjustment, the price of any
share under option shall be adjusted so that there will be no change in the
aggregate purchase price payable upon exercise of any such option.
B. Mergers and Consolidations. In the event the Corporation merges or
consolidates with another entity, or all or a substantial portion of the
Corporation's assets or outstanding capital stock
Page 21 of 40
4
are acquired (whether by merger, purchase or otherwise) by a Successor, the
kind of shares of Common Stock that shall be subject to this Stock Option Plan
and to each outstanding option shall, automatically by virtue of such merger,
consolidation or acquisition, be converted into and replaced by shares of
common stock, or such other class of securities having rights and preferences
no less favorable than the Common Stock, of the Successor, and the number of
shares subject to the option and the purchase price per share upon exercise of
the option shall be correspondingly adjusted, so that, by virtue of such
merger, consolidation or acquisition, each Participant shall have the right to
purchase (a) that number of shares of common stock of the Successor that have a
book value equal, as of the date of such merger, conversion or acquisition, to
the book value, as of the date of such merger, conversion or acquisition, of
the shares of Common Stock of the Corporation theretofore subject to the
Participant's option, (b) for a purchase price per share that, when multiplied
by the number of shares of common stock of the Successor subject to the option,
shall equal the aggregate exercise price at which the Participant could have
acquired all of the shares of Common Stock of the Corporation theretofore
optioned to the Participant.
C. No Effect on Corporation's Rights. The granting of an option pursuant
to this Stock Option Plan shall not effect in any way the right and power of
the Corporation to make adjustments, reorganizations, reclassifications, or
changes of its capital or business structure or to merge, consolidate,
dissolve, liquidate, sell or transfer all or any part of its business or
assets.
12. NO RIGHTS AS SHAREHOLDER
No Participant nor any representative of Participant shall have any rights as a
shareholder with respect to the underlying shares of Common Stock for an option
before the Corporation issues a certificate or certificates to the Participant
for such shares.
13. RESTRICTIONS ON TRANSFER
All Options granted hereunder shall not be transferable by the Participant
other than by will or the laws of descent and distribution or pursuant to a
qualified domestic relations order as defined by the Internal Revenue Code of
1986, as amended, or Title I of the Employee Retirement Income Security Act, or
the rules thereunder. For the purposes of the preceding sentence, the
designation of a beneficiary by the Participant does not constitute a transfer.
14. REQUIREMENTS UPON DEATH, INCOMPETENCY, DISABILITY, RETIREMENT, RESIGNATION
OR TERMINATION OF EMPLOYMENT
Upon the death, disability, retirement or resignation of the Participant,
or upon the termination of the Participant's employment by the Corporation, or
upon the Participant becoming adjudicated incompetent, the Participant or if
the Participant is deceased, the executor, personal representative, or
administrator of his or her estate, shall have the right to exercise all
eligible options for the purchase of stock in the Corporation within thirty
(30) days after such event in accordance with the terms set forth in this Stock
Option Plan. In the event that the Participant does not exercise eligible
options for the purchase of stock within this time frame, the options shall
expire and become null and void.
All options to purchase stock in the Corporation that are not yet eligible
to be exercised shall be deemed to have expired and become null and void on the
date of such event.
15. TRANSFER OF EMPLOYMENT
Page 22 of 40
5
Upon the termination of the Participant's employment by the Corporation to
accept employment with another corporation owned and/or controlled by Group
Financial Partners, Inc., all options regardless of eligibility shall become
eligible on the effective date of Participant's employment at the other company
owned or controlled by Group Financial Partners Inc. and the Participant shall
have the right to exercise all options for the purchase of stock in the
Corporation within thirty (30) days after such event in accordance with the
terms set forth in this Stock Option Plan.
16. SALE OF THE COMPANY
In the event Group Financial Partners, Inc. reaches an agreement to sell
all or a majority of its shares of stock in the Corporation to an unrelated
third party, all options, regardless of eligibility, shall become eligible on
the effective date of such agreement.
17. BINDING EFFECT
This Stock Option Plan shall be binding upon and shall operate for the
benefit of the Participant and his or her respective administrators, and shall
be binding upon any person to whom any options of the Participant are
transferred in violation of the provisions of this Stock Option Plan and the
executor or administrator of such person. This Stock Option Plan shall also be
binding upon and shall operate for the benefit of any beneficiary, heir or
trustee of any deceased Participant.
18. CHANGES TO THE PLAN
The Stock Option Plan and any agreements issued hereunder may be amended,
modified, changed or supplemented when such amendments, modifications, changes
of supplements are approved by the Board and agreed to in writing by both
parties to the agreements.
19. TERMINATION OF THIS STOCK OPTION PLAN
This Stock Option Plan has been terminated by the Board as of April 8,
1994, however, such termination of the plan did not affect any options granted
under the plan prior to April 8, 1994.
20. AUTHORIZATION OF CORPORATION
The Corporation is authorized to enter into agreements which are
consistent with the terms of this Stock Option Plan by virtue of resolutions
adopted by its Board on January 22, 1990, April 8, 1994, February 21, 1996 and
June 26, 1996.
21. SHARES SUBJECT TO PLAN
Subject to any adjustments and substitutions made pursuant to Section 11
hereof, the aggregate number of shares that may be issued upon exercise of all
options currently outstanding under this Stock Option Plan is eight hundred
forty thousand (840,000) shares of the Company's authorized and unissued shares
of Common Stock. If any option granted hereunder expires or terminates for
any reason without having been exercised in full in accordance with the terms
hereof, the shares of Common Stock subject to, but not delivered under, such
option shall become available for any lawful corporate purpose, including for
transfer pursuant to other options granted to the same Participant or other
Participants without decreasing the aggregate number of shares of Common Stock
that may be issued hereunder.
Page 23 of 40
6
22. NOTICES
Any notice, request, demand, report, certificate or other instrument which
may be required or permitted to be furnished to or served upon any party shall
be deemed sufficiently given or furnished or served if in writing and delivered
in person, or deposited in the United States mail, registered or certified,
return receipt requested, or duly deposited for transmission by telegraph
addressed to the Participant at the address of his or her residence as last
recorded in the Participant's employee file as maintained by the Corporation
and to the Corporation at 10901 Malcolm McKinley Drive, Tampa, Florida 33612 or
such other address or addresses of which either party may notify the other
party in accordance with this paragraph. A notice to a personal representative
may be sent to a decedent or incompetent's last address unless the Corporation
has actual knowledge of the address of the personal representative, in which
case such notice shall be sent to the personal representative's address.
Instruments and communications delivered personally shall be deemed received
when so delivered. Except as otherwise provided herein, instruments and
communications mailed shall be deemed received forty-eight (48) hours after
deposit thereof in the United States mail; instruments and communications
telegraphed shall be deemed received when the telegraphic agencies confirm to
the sender that delivery thereof has been made to the addressee.
23. COMPLETE AGREEMENT
This Stock Option Plan and the Stock Option Certificate contain all of the
covenants, terms, and undertakings of the parties with respect to the stock
options of the Corporation granted hereunder.
24. SEVERABILITY
The invalidity, illegality or unenforceability of any provision of this
Plan shall not affect any other provision thereof except to the extent that
reference is made to the Employee Stock Purchase Plan for calculation of the
value of the Corporation's shares.
25. FURTHER ASSURANCES AND ADMINISTRATION
The Participant and the Corporation agree to execute and deliver all such
other and additional instruments and documents and do all such other acts and
things as may be necessary more fully to effectuate this Plan. The Board, or a
designated committee thereof, shall interpret this Plan and prescribe such
rules, regulations and procedures in connection with the operations of the Plan
as it shall deem to be necessary and advisable for the administration of the
Plan consistent with the purposes of the Plan. All questions of interpretation
and application of the Plan, or as to stock options granted under the Plan,
shall be subject to the determination of the Board or the designated committee,
which determination shall be final and binding.
26. APPLICABLE LAW
This Plan shall be construed in accordance with the laws of Florida.
27. LEGAL REMEDIES
It is mutually agreed that there is no adequate remedy at law in favor of
the one party in the event of the breach of any provision hereof by the other
party and that either party, in addition to all other rights
Page 24 of 40
7
which may be available, shall have the right of specific performance in the
event of any breach or of injunction in the event of any threatened breach by
the other party.
Dated this 26th day of June, 1996.
Attest: GROUP TECHNOLOGIES CORPORATION
/s/ Michael L. Schuman By: /s/ Jeffrey T. Gill
- ---------------------- ---------------------------
Secretary Jeffrey T. Gill
Chairman of the Board
Page 25 of 40
1
EXHIBIT 10.32.2
GROUP TECHNOLOGIES CORPORATION
INDEPENDENT DIRECTORS' STOCK OPTION PLAN
ADOPTED ON OCTOBER 27, 1994
AMENDED AND RESTATED ON JUNE 26, 1996
1. Purpose. The purpose of the Group Technologies Corporation Independent
Directors Stock Option Plan is to promote the interests of the Company by
affording an incentive to certain persons not affiliated with the Company and
its Subsidiaries to serve as a director of the Company in order to bring
additional expertise and business judgment to the Company through the
opportunity for stock ownership offered under this Plan.
2. Definitions.
A. Board. The word "Board" means the Company's Board of Directors.
B. Code. The word "Code" means the Internal Revenue Code of 1986, as
amended.
C. Common Stock. The term "Common Stock" means the Company's common
stock, $.01 par value, or the common stock or securities of a Successor that
have been substituted theretofore pursuant to Section 9 hereof.
D. Company. The word "Company" means Group Technologies Corporation, a
Florida corporation, with its principal place of business at 10901 Malcolm
McKinley Drive, Tampa, Florida 33612.
E. Independent Director. The term "Independent Director" means an
individual serving as a director on the Company's Board of Directors and who is
not otherwise employed by the Company or its Subsidiaries or an affiliate
thereof.
F. Option Price. The term "Option Price" means the price to be paid for
Common Stock upon the exercise of an option granted under the Plan, in
accordance with Section 7.B hereof.
G. Optionee. The word "Optionee" means an Independent Director to whom
options have been granted under the Plan.
H. Optionee Representative. The term "Optionee Representative" means
the Optionee's estate or the person or persons entitled thereto by will or by
applicable laws of descent and distribution.
I. Plan. The word "Plan" means the Group Technologies Corporation
Independent Directors' Stock Option Plan, as set forth herein, and as amended
from time to time.
J. Plan Committee. The term "Plan Committee" means the committee
appointed by the Board to administer the Plan, pursuant to Section 4 hereof.
K. Subsidiary. The word "Subsidiary" shall mean any corporation which
at the time an option is granted under the Plan qualifies as a subsidiary of the
Company under the definition of "subsidiary corporation" contained in Code
Section 424(f), or any similar provision thereafter enacted.
Page 26 of 40
2
L. Successor. The word "Successor" means the entity surviving a
merger or consolidation with the Company, or the entity that acquires all or a
substantial portion of the Company's assets or outstanding capital stock
(whether by merger, purchase or otherwise).
3. Shares Subject to Plan.
A. Authorized Unissued or Treasury Shares. Subject to the provisions of
Section 9 hereof, the shares to be delivered upon exercise of options granted
under the Plan shall be made available, at the discretion of the Board, from
the authorized unissued shares or treasury shares of Common Stock.
B. Aggregate Number of Shares. Subject to adjustments and substitutions
made pursuant to the provisions of Section 9 hereof, the aggregate number of
shares that may be issued upon exercise of all options that may be granted
under the Plan shall not exceed three hundred thousand (300,000) of the
Company's authorized shares of Common Stock.
C. Shares Subject to Expired Options. If any option granted under the
Plan expires or terminates for any reason without having been exercised in
full in accordance with the terms of the Plan, the shares of Common Stock
subject to, but not delivered under, such option shall become available for any
lawful corporate purpose, including for transfer pursuant to other options
granted to the same employee or other employees without decreasing the
aggregate number of shares of Common Stock that may be granted under the Plan.
4. Administration. The Plan shall be administered by the Plan Committee,
whose membership shall be determined and reviewed from time to time by the
Board. The Plan Committee shall consist of not less than two (2) members of
the Board who are not and have not at any time for one (1) year prior to
appointment to the Plan Committee been eligible to receive stock or options
under any plan of the Company or any of its Subsidiaries. Members of the Plan
Committee shall be subject to any additional restrictions necessary to satisfy
the requirements of the disinterested administration of the Plan as set forth
in Rule 16b-3 under the Securities Exchange Act of 1934, as it may be amended
from time to time. Jeffrey T. Gill and Robert E. Gill shall serve as members
of the Plan Committee until delivery of their written resignation to the Board
or until removal by the Board. The Plan Committee shall have full power and
authority to construe, interpret, and administer the Plan and may from time to
time adopt such rules and regulations for carrying out the Plan as it may deem
proper and in the best interests of the Company.
5. Grant of Options. Subject to the terms, provisions and conditions of
the Plan, the Plan Committee shall have exclusive jurisdiction: (i) to select
the Independent Directors to whom options shall be granted; (ii) to determine
the number of shares of Common Stock subject to each option; (iii) to determine
the time or times when options will be granted, the manner in which each option
shall be exercisable, and the duration of the exercise period; (iv) to fix such
other provisions of the option agreement as it may deem necessary or desirable
consistent with the terms of the Plan; and (v) to determine all other questions
relating to the administration of the Plan. The interpretation of any
provisions of the Plan by the Plan Committee shall be final, conclusive, and
binding upon all persons and the officers of the Company shall place into
effect and shall cause the Company to perform its obligations under the Plan in
accordance with the determinations of the Plan Committee in administering the
Plan.
6. Eligibility. Independent Directors of the Company shall be eligible to
receive options under the Plan. No director of the Company who is also an
employee of the Company or a Subsidiary
Page 27 of 40
3
shall be entitled to receive an option under the Plan. Independent Directors
to whom options may be granted under the Plan will be those elected by the Plan
Committee from time to time who, in the sole discretion of the Plan Committee,
have contributed in the past or who may be expected to contribute materially in
the future to the successful performance of the Company and its Subsidiaries.
7. Terms and Conditions of Options. Each option granted under the Plan
shall be evidenced by an option agreement signed by the Optionee and by a
member of the Plan Committee on behalf of the Company. An option agreement
shall constitute a binding contract between the Company and the Optionee, and
every Optionee, upon acceptance of such option agreement, shall be bound by the
terms and restrictions of the Plan and of the option agreement. Such agreement
shall be subject to the following express terms and conditions and to such
other terms and conditions that are not inconsistent with the Plan and that the
Plan Committee may deem appropriate.
A. Option Period. Options granted under the Plan shall be exercisable
immediately and, if not exercised, shall lapse at the earliest of the following
times:
(i) ten (10) years from the date of grant; or
(ii) the date set by the grant and specified in the applicable option
agreement.
B. Option Price. The Option Price per share of Common Stock shall be
determined by the Plan Committee at the time an option is granted. The Option
Price shall be not less than fair market value of the Common Stock on the date
the option is granted and shall be subject to adjustments in accordance with
the provisions of Section 9 hereof.
C. Fair Market Value. The fair market value of the Common Stock on any
given measurement date shall be determined as follows:
(i) if the Common Stock is traded on the over-the-counter market,
the average of the closing bid and asked quotations or the
closing high bid quotation, whichever is available, for the
Common Stock in the over-the-counter market, as reported by the
National Association of Securities Dealers Automated Quotation
System on the business day immediately preceding the measurement
date; or
(ii) if the Common Stock is listed on a national securities exchange,
the average of the closing prices of the Common Stock on the
Composite Tape for the ten (10) consecutive trading days
immediately preceding the measurement date; or
(iii) if the Common Stock is neither traded on the over-the-counter
market nor listed on a national securities exchange, such value
as the Plan Committee, in good faith, shall determine.
D. Payment of Option Price. Each option shall provide that the purchase price
of the shares as to which an option shall be exercised shall be paid to the
Company at the time of exercise either in cash or in such other consideration
as the Plan Committee deems acceptable, and which other consideration in the
Plan Committee's sole discretion may include: (i) Common Stock of the Company
already owned by the Optionee having a total fair market value on the date of
exercise, determined in accordance with Section 7.C hereof, equal to the
purchase price, (ii) Common Stock of the Company issuable upon the exercise of
a Plan option and withheld by the Company having a total fair market value on
the date of exercise, determined in accordance with Section 7.C hereof, equal
to the purchase price, or (iii) a combination of
Page 28 of 40
4
cash and Common Stock of the Company (either shares already owned by the
Optionee or shares being withheld upon the exercise of a Plan option) having a
total fair market value on the date of exercise, determined in accordance with
Section 7.C hereof, equal to the amount of the purchase price not paid in cash.
E. Manner of Exercise. Subject to the terms and conditions of any applicable
option agreement, any option granted under the Plan may be exercised in whole
or in part. To initiate the process for the exercise of an option: (i) the
Optionee shall deliver to the Company, or to a broker-dealer in the Common
Stock with the original copy to the Company, a written notice of intent to
exercise an option specifying the number of shares as to which the option is
being exercised and, if determined by counsel for the Company to be necessary,
representing that such shares are being acquired for investment purposes only
and not for the purpose of resale or distribution; and (ii) the Optionee, or
the broker-dealer, shall pay for the exercise price of such shares with cash,
or if the Plan Committee in its discretion agrees to so accept, by delivery to
the Company of Common Stock of the Company (either shares already owned by the
Optionee or shares being withheld upon the exercise of a Plan option), or in
some combination of cash and such Common Stock acceptable to the Plan
Committee. If payment of the Option Price is made with Common Stock, the value
of the Common Stock used for such payment shall be the fair market value of the
Common Stock on the date of exercise as determined in accordance with Section
7.C hereof. The date of exercise of a stock option shall be determined under
procedures established by the Plan Committee, but in no event shall the date of
exercise precede the date on which both the written notice of intent to
exercise an option and full payment of the exercise price for the shares as to
which the option is being exercised have been received by the Company.
Promptly after receiving full payment for the shares as to which the option is
being exercised and, provided that all conditions precedent contained in the
Plan are satisfied, the Company shall, without transfer or issuance tax or
other incidental expenses to Optionee, deliver to Optionee a certificate for
such shares of the Common Stock. If Optionee fails to accept delivery of the
Common Stock, his rights to exercise the applicable portion of the option shall
terminate.
F. Investment Representation. Each option agreement may provide that,
upon demand by the Plan Committee for such a representation, the Optionee or
Optionee's Representative shall deliver to the Plan Committee at the time of
any exercise of an option or portion thereof a written representation that the
shares to be acquired upon such exercise are to be acquired for investment and
not for resale or with a view to the distribution thereof. Upon such demand,
delivery of such representation before delivery of Common Stock issued upon
exercise of an option and before expiration of the option period shall be a
condition precedent to the right of the Optionee or Optionee's Representative
to purchase Common Stock.
G. Exercise in the Event of Death or Termination of Service. Upon
termination of service as an Independent Director, for whatever reason, any and
all stock options held by the Optionee shall remain effective and may be
exercised by the Optionee or the Optionee's Representative until the expiration
of the applicable option term.
H. Transferability of Options. An option granted under the Plan may not
be transferable and may be exercised only by the Optionee during Optionee's
lifetime, or by the Optionee's Representative in the event of Optionee's death,
to the extent the option was exercisable by Optionee at the date of his death.
I. No Rights as Shareholder. No Optionee or Optionee's Representative
shall have any rights as a shareholder with respect to Common Stock subject to
his option before the date of transfer to him of a certificate or certificates
for such shares.
Page 29 of 40
5
J. Tax Withholding. To the extent required by applicable federal, state,
local or foreign law, the Optionee shall, on the date of exercise, make
arrangements satisfactory to the Company for the satisfaction of any
withholding tax obligations that arise by reason of an option exercise or any
sale of shares. The Plan Committee, in its sole discretion, may permit these
obligations to be satisfied in whole or in part with: (i) cash paid by the
Optionee or by a broker-dealer on behalf of the Optionee, (ii) shares of Common
Stock that otherwise would be issued to the Optionee upon exercise of the
option, and/or (iii) shares of Common Stock previously acquired. The Company
shall not be required to issue shares for the exercise of an option until such
tax obligations are satisfied and the Company may, to the extent permitted by
law, deduct any such tax obligations from any payment of any kind otherwise due
to the Optionee.
8. Compliance With Other Laws and Regulations. The Plan, the grant and
exercise of options thereunder, and the obligation of the Company to sell and
deliver Common Stock under such options, shall be subject to all applicable
federal and state laws, rules and regulations and to such approvals by any
government or regulatory agency as may be required. The Company shall not be
required to issue or deliver any certificates for Common Stock before: (i) the
listing of the Common Stock on any stock exchange or over-the-counter market on
which the Common Stock may then be listed and (ii) the completion of any
registration or qualification of any governmental body which the Company shall,
in its sole discretion, determine to be necessary or advisable. To the extent
the Company meets the then applicable requirements for the use thereof and to
the extent the Company may do so without undue cost or expense, and subject to
the determination by the Board of Directors of the Company that such action is
in the best interest of the Company, the Company intends to register the
issuance and sale of such Common Stock by the Company under federal and
applicable state securities laws using a Form S-8 registration statement under
the Securities Act of 1933, as amended, or such successor Form as shall then be
available.
9. Capital Adjustments Affecting Stock, Mergers and Consolidations.
A. Capital Adjustments. In the event of a capital adjustment in the
Common Stock resulting from a stock dividend, stock split, reorganization,
merger, consolidation, or a combination or exchange of shares, the number of
shares of Common Stock subject to the Plan and the number of shares under
option shall be automatically adjusted to take into account such capital
adjustment. By virtue of such a capital adjustment, the price of any share
under option shall be adjusted so that there will be no change in the aggregate
purchase price payable upon exercise of any such option.
B. Mergers and Consolidations. In the event the Company merges or
consolidates with another entity, or all or a substantial portion of the
Company's assets or outstanding capital stock are acquired (whether by merger,
purchase or otherwise) by a Successor, the kind of shares of Common Stock that
shall be subject to the Plan and to each outstanding option shall,
automatically by virtue of such merger, consolidation or acquisition, be
converted into and replaced by shares of common stock, or such other class of
securities having rights and preferences no less favorable than the Common
Stock of the Successor, and the number of shares subject to the option and the
purchase price per share upon exercise of the option shall be correspondingly
adjusted, so that, by virtue of such merger, consolidation or acquisition, each
Optionee shall have the right to purchase: (i) that number of shares of common
stock of the Successor that have a book value equal, as of the date of such
merger, conversion or acquisition, to the book value, as of the date of such
merger, conversion or acquisition, of the shares of Common Stock of the Company
theretofore subject to the Optionee's option, (ii) for a purchase price per
share that, when multiplied by the number of shares of common stock of the
Successor subject to the option, shall equal the aggregate exercise price at
which the Optionee could have acquired all of the shares of Common Stock of the
Company theretofore optioned to the Optionee.
Page 30 of 40
6
C. No Effect on Company's Rights. The granting of an option pursuant to
the Plan shall not effect in any way the right and power of the Company to make
adjustments, reorganizations, reclassifications, or changes of its capital or
business structure or to merge, consolidate, dissolve, liquidate, sell or
transfer all or any part of its business or assets.
10. Amendment, Suspension, or Termination. The Board shall have the right, at
any time, to amend, suspend or terminate the Plan. Notwithstanding the
foregoing, without the consent of the Optionee, no amendment shall make any
changes in an outstanding option which would adversely affect the rights of the
Optionee.
11. Effective Date, Term and Approval. The effective date of the Plan shall be
October 27, 1994 (the date of Board adoption of the Plan), subject to approval
by stockholders of the Company holding not less than a majority of the shares
present and voting at its 1995 annual meeting on April 21, 1995. The Plan
shall terminate ten (10) years after the effective date of the Plan and no
options may be granted under the Plan after such time, but any option granted
prior thereto may be exercised in accordance with its terms.
12. Governing Law; Severability. The Plan shall be governed by the laws of the
State of Florida. The invalidity or unenforceability of any provision of the
Plan or any option granted pursuant to the Plan shall not affect the validity
and enforceability of the remaining provisions of the Plan and the options
granted hereunder, and such invalid or unenforceable provision shall be
stricken to the extent necessary to preserve the validity and enforceability of
the Plan and the options granted hereunder.
Dated this 26th day of June, 1996.
GROUP TECHNOLOGIES CORPORATION
ATTEST:
/s/ Michael L. Schuman By: /s/ Jeffrey T. Gill
- ---------------------- -----------------------
Secretary Jeffrey T. Gill
Chairman of the Board
Page 31 of 40
1
EXHIBIT 10.33.2
GROUP TECHNOLOGIES CORPORATION
1994 STOCK OPTION PLAN FOR KEY EMPLOYEES
ADOPTED ON OCTOBER 27, 1994
AMENDED AND RESTATED ON JUNE 26, 1996
1. Purpose. The purpose of the Group Technologies Corporation 1994 Stock
Option Plan for Key Employees is to promote the interests of the Company by
affording an incentive to certain key employees to remain in the employ of the
company and its Subsidiaries and to use their best efforts in its behalf; and
further to aid the Company and its Subsidiaries in attracting, maintaining, and
developing capable personnel of a caliber required to ensure the continued
success of the Company and its Subsidiaries by means of an offer to such
persons of an opportunity to acquire or increase their proprietary interest in
the Company through the granting of incentive stock options and nonstatutory
stock options to purchase the Company's stock pursuant to the terms of the
Plan.
2. Definitions.
A. Board. The word "Board" means the Company's Board of Directors.
B. Code. The word "Code" means the Internal Revenue Code of 1986, as
amended.
C. Common Stock. The term "Common Stock" means the Company's common
stock, $.01 par value, or the common stock or securities of a Successor that
have been substituted theretofore pursuant to Section 9 hereof.
D. Company. The word "Company" means Group Technologies Corporation, a
Florida corporation, with its principal place of business at 10901 Malcolm
McKinley Drive, Tampa, Florida 33612.
E. ISO. The acronym "ISO" means an option to purchase Common Stock
which at the time the option is granted under the Plan qualifies as an incentive
stock option within the meaning of Code Section 422.
F. NSO. The acronym "NSO" means a nonstatutory stock option to purchase
Common Stock which at the time the option is granted under the Plan does not
qualify as an ISO.
G. Option Price. The term "Option Price" means the price to be paid for
Common Stock upon the exercise of an option granted under the Plan, in
accordance with Section 7.B hereof.
H. Optionee. The word "Optionee" means an employee to whom options have
been granted under the Plan.
I. Plan. The word "Plan" means the Group Technologies Corporation 1994
Stock Option Plan for Key Employees, as set forth herein, and as amended from
time to time.
J. Plan Committee. The term "Plan Committee" means the committee
appointed by the Board to administer the Plan, pursuant to Section 4 hereof.
Page 32 of 40
2
K. Subsidiary. The word "Subsidiary" shall mean any corporation which
at the time an option is granted under the Plan qualifies as a subsidiary of the
Company under the definition of "subsidiary corporation" contained in Code
Section 424(f), or any similar provision thereafter enacted.
L. Successor. The word "Successor" means the entity surviving a
merger or consolidation with the Company, or the entity that acquires all or a
substantial portion of the Company's assets or outstanding capital stock
(whether by merger, purchase or otherwise).
M. Ten Percent Shareholder. The term "Ten Percent Shareholder" means an
employee who, at the time an option is granted, owns stock possessing more than
ten percent (10%) of the total combined voting power of all classes of stock of
the Company or Subsidiary employing the Optionee or of its parent (within) the
meaning of Code Section 424(e)) or subsidiary (within the meaning of Code
Section 424(f)) corporation.
3. Shares Subject to Plan.
A. Authorized Unissued or Treasury Shares. Subject to the provisions of
Section 9 hereof, the shares to be delivered upon exercise of options granted
under the Plan shall be made available, at the discretion of the Board, from
the authorized unissued shares or treasury shares of Common Stock.
B. Aggregate Number of Shares. Subject to adjustments and substitutions
made pursuant to the provisions of Section 9 hereof, the aggregate number of
shares that may be issued upon exercise of all options that may be granted
under the Plan shall not exceed eight hundred thousand (800,000) of the
Company's authorized shares of Common Stock.
C. Shares Subject to Expired Options. If any option granted under the
Plan expires or terminates for any reason without having been exercised in
full in accordance with the terms of the Plan, the shares of Common Stock
subject to, but not delivered under, such option shall become available for any
lawful corporate purpose, including for transfer pursuant to other options
granted to the same employee or other employees without decreasing the
aggregate number of shares of Common Stock that may be granted under the Plan.
4. Administration. The Plan shall be administered by the Plan Committee,
whose membership shall be determined and reviewed from time to time by the
Board. The Plan Committee shall consist of not less than two (2) members of
the Board who are not and have not at any time for one (1) year prior to
appointment to the Plan Committee been eligible to receive stock or options
under any plan of the Company or any of its Subsidiaries. Members of the Plan
Committee shall be subject to any additional restrictions necessary to satisfy
the requirements of the disinterested administration of the Plan as set forth
in Rule 16b-3 under the Securities Exchange Act of 1934, as it may be amended
from time to time. Jeffrey T. Gill and Robert E. Gill shall serve as members
of the Plan Committee until delivery of their written resignation to the Board
or until removal by the Board. The Plan Committee shall have full power and
authority to construe, interpret, and administer the Plan and may from time to
time adopt such rules and regulations for carrying out the Plan as it may deem
proper and in the best interests of the Company.
5. Grant of Options. Subject to the terms, provisions and conditions of
the Plan, the Plan Committee shall have exclusive jurisdiction: (i) to select
the employees to whom options shall be granted; (ii) to authorize the granting
of ISO's, NSO's or a combination of ISO's and NSO's; (iii) to determine the
Page 33 of 40
3
number of shares of Common Stock subject to each option; (iv) to determine the
time or times when options will be granted, the manner in which each option
shall be exercisable, and the duration of the exercise period; (v) to fix such
other provisions of the option agreement as it may deem necessary or desirable
consistent with the terms of the Plan; and (vi) to determine all other
questions relating to the administration of the Plan. Notwithstanding the
foregoing, the aggregate fair market value (determined as of the date the
option is granted) of the Common Stock for which ISOs will first become
exercisable by an Optionee in any calendar year under all ISO plans of the
Company and its Subsidiaries shall not exceed $100,000. The interpretation of
any provisions of the Plan by the Plan Committee shall be final, conclusive,
and binding upon all persons and the officers of the Company shall place into
effect and shall cause the Company to perform its obligations under the Plan in
accordance with the determinations of the Plan Committee in administering the
Plan.
6. Eligibility. Key employees of the Company and its subsidiaries
including officers and directors, shall be eligible to receive options under
the Plan. No director of the Company who is not also an employee of the
Company or a Subsidiary shall be entitled to receive an option under the Plan.
Key employees to whom options may be granted under the Plan will be those
elected by the Plan Committee from time to time who, in the sole discretion of
the Plan Committee, have contributed in the past or who may be expected to
contribute materially in the future to the successful performance of the
Company and its Subsidiaries.
7. Terms and Conditions of Options. Each option granted under the Plan
shall be evidenced by an option agreement signed by the Optionee and by a
member of the Plan Committee on behalf of the Company. An option agreement
shall constitute a binding contract between the Company and the Optionee, and
every Optionee, upon acceptance of such option agreement, shall be bound by the
terms and restrictions of the Plan and of the option agreement. Such agreement
shall be subject to the following express terms and conditions and to such
other terms and conditions that are not inconsistent with the Plan and that the
Plan Committee may deem appropriate.
A. Option Period. Each option agreement shall specify the period for
which the option thereunder is granted and shall provide that the option shall
expire at the end of such period. The Plan Committee may extend such period
provided that, in the case of an ISO, such extension shall not in any way
disqualify the option as an ISO without the Optionee's consent. In no case
shall such period, including any such extensions, exceed ten (10) years from
the date of grant, provided, however, that in the case of an ISO granted to a
Ten Percent Stockholder, such period, including extensions, shall not exceed
five (5) years from the date of grant.
B. Option Price. The Option Price per share of Common Stock shall be
determined by the Plan Committee at the time an option is granted. The Option
Price for ISO's and NSO's shall be not less than: (i) the fair market value of
the Common Stock on the date the option is granted, or (ii) in the case of an
ISO granted to a Ten Percent Shareholder, one hundred ten percent (110%) of the
fair market value of the Common Stock on the date the option is granted and
shall be subject to adjustments in accordance with the provisions of Section 9
hereof.
C. Fair Market Value. The fair market value of Common Stock on any
given measurement date shall be determined as follows:
(i) if the Common Stock is traded on the over-the-counter market, the
average of the closing bid and asked quotations or the closing
high bid quotation, whichever is available, for the Common Stock
in the over-the-counter market, as reported by the
Page 34 of 40
4
National Association of Securities Dealers Automated Quotation
System, on the business day immediately preceding the
measurement date; or
(ii) if the Common Stock is listed on a national securities exchange,
the average of the closing prices of the Common Stock on the
Composite Tape for the ten (10) consecutive trading days
immediately preceding the measurement date; or
(iii) if the Common Stock is neither traded on the over-the-counter
market nor listed on a national securities exchange, such value
as the Plan Committee, in good faith, shall determine.
D. Payment of Option Price. Each option shall provide that the purchase
price of the shares as to which an option shall be exercised shall be paid to
the Company at the time of exercise either in cash or in such other
consideration as the Plan Committee deems acceptable, and which other
consideration in the Plan Committee's sole discretion may include: (i) Common
Stock of the Company already owned by the Optionee having a total fair market
value on the date of exercise, determined in accordance with Section 7.C
hereof, equal to the purchase price, (ii) Common Stock of the Company issuable
upon the exercise of a Plan option and withheld by the Company having a total
fair market value on the date of exercise, determined in accordance with
Section 7.C hereof, equal to the purchase price, or (iii) a combination of cash
and Common Stock of the Company (either shares already owned by the Optionee or
shares being withheld upon the exercise of a Plan option) having a total fair
market value on the date of exercise, determined in accordance with Section 7.C
hereof, equal to the amount of the purchase price not paid in cash.
E. Manner of Exercise. Subject to the terms and conditions of any
applicable option agreement, any option granted under the Plan may be exercised
in whole or in part. To initiate the process for the exercise of an option:
(i) the Optionee shall deliver to the Company, or to a broker-dealer in the
Common Stock with the original copy to the Company a written notice specifying
the number of shares as to which the option is being exercised and, if
determined by counsel for the Company to be necessary, representing that such
shares are being acquired for investment purposes only and not for the purpose
of resale or distribution; and (ii) the Optionee, or the broker-dealer, shall
pay for the exercise price of such shares with cash, or if the Plan Committee
in its discretion agrees to so accept, by delivery to the Company of Common
Stock of the Company (either shares already owned by the Optionee or shares
being withheld upon the exercise of a Plan option), or in some combination of
cash and such Common Stock acceptable to the Plan Committee. If payment of the
Option Price is made with Common Stock, the value of the Common Stock used for
such payment shall be the fair market value of the Common Stock on the date of
exercise, determined in accordance with Section 7.C hereof. The date of
exercise of a stock option shall be determined under procedures established by
the Plan Committee, but in no event shall the date of exercise precede the date
on which both the written notice of intent to exercise an option and full
payment of the exercise price for the shares as to which the option is being
exercised have been received by the Company. Promptly after receiving full
payment for the shares as to which the option is being exercised and, provided
that all conditions precedent contained in the Plan are satisfied, the Company
shall, without transfer or issuance tax or other incidental expenses to
Optionee, deliver to Optionee a certificate for such shares of the Common
Stock. If Optionee fails to accept delivery of the Common Stock, his rights to
exercise the applicable portion of the option shall terminate.
F. Exercises Causing Loss of Compensation Deduction. No part of an
option may be exercised to the extent the exercise would cause the Optionee to
have compensation from the Company and its affiliated companies for any year in
excess of $1 million and which is nondeductible by the
Page 35 of 40
5
Company and its affiliated companies pursuant to Code Section 162(m) and the
regulations issued thereunder. Any option not exercisable because of this
limitation shall continue to be exercisable in any subsequent year in which the
exercise would not cause the loss of the Company's or its affiliated companies
compensation tax deduction, provided such exercise occurs before lapse of the
option, and otherwise complies with the terms and conditions of the Plan and
option agreement.
G. Investment Representation. Each option agreement may provide that,
upon demand by the Plan Committee for such a representation, the Optionee or
Optionee's Representative shall deliver to the Plan Committee at the time of
any exercise of an option or portion thereof a written representation that the
shares to be acquired upon such exercise are to be acquired for investment and
not for resale or with a view to the distribution thereof. Upon such demand,
delivery of such representation before delivery of Common Stock issued upon
exercise of an option and before expiration of the option period shall be a
condition precedent to the right of the Optionee or Optionee's Representative
to purchase Common Stock.
H. ISOs. Each option agreement which provides for the grant of an ISO
to an employee shall contain such terms and provisions as the Plan Committee
deems necessary or desirable to qualify such option as an ISO within the
meaning of Code Section 422.
I. Exercise in the Event of Death or Termination of Employment.
[1] If an Optionee dies (i) while an employee of the Company or a
subsidiary, or (ii) within three (3) months after termination of his or her
employment with the Company or a Subsidiary because of a disability, his or her
options may be exercised by the Optionee's Representative, to the extent that
the Optionee shall have been entitled to do so on the date of his or her death
or such termination of employment, but not later than the expiration date
specified in paragraph A of this Section 7 or one (1) year after the Optionee's
death, whichever date is earlier.
[2] If an Optionee's employment by the Company or a Subsidiary
terminates because of his or her disability and the Optionee has not died
within the following three (3) months, he or she may exercise his or her
options, to the extent that he or she shall have been entitled to do so at the
date of the termination of employment, at any time, or from time to time, but
not later than the expiration date specified in paragraph A of this Section 7
or one (1) year after termination of employment, whichever date is earlier.
[3] If an Optionee's employment terminates by reason of his or her
retirement in accordance with the terms of the Company's tax-qualified
retirement plans or with the consent of the Plan Committee, all right to
exercise his or her options shall terminate at the expiration date specified in
paragraph A of this Section 7 or three (3) months after termination of
employment, whichever date is earlier.
[4] If an Optionee's employment terminates for any reason other than
death, disability, or retirement, all rights to exercise his or her options
shall terminate on the date of his or her termination of employment.
J. Leaves of Absence. The Plan Committee, may in its discretion, treat
all or any portion of any period during which an Optionee is on military or on
an approved leave of absence from the Company or a Subsidiary as a period of
employment of such Optionee by the Company or Subsidiary for purposes of
accrual of his rights under the Plan. Notwithstanding the foregoing, if a
leave of absence exceeds ninety (90) days and reemployment is not guaranteed by
contract or statute, the Optionee's employment
Page 36 of 40
6
by the Company or a Subsidiary for the purposes of the Plan shall be deemed to
have terminated on the 91st day of the leave.
K. Transferability of Options. An option granted under the Plan may not
be transferred by the Optionee otherwise than by will or the laws of descent
and distribution, and during the lifetime of the Optionee to whom granted, may
be exercised only by such Optionee.
L. No Rights as Shareholder. No Optionee or Optionee's Representative
shall have any rights as a shareholder with respect to Common Stock subject to
his option before the date of transfer to him of a certificate or certificates
for such shares.
M. No Rights To Continued Employment. The Plan and any option granted
under the Plan shall not confer upon any Optionee any right with respect to
continuance of employment by the Company or any Subsidiary, nor shall it
interfere in any way with the right of the Company or any Subsidiary by which
an Optionee is employed to terminate his employment at any time.
N. Tax Withholding. To the extent required by applicable federal,
state, local or foreign law, the Optionee shall, on the date of exercise, make
arrangements satisfactory to the Company for the satisfaction of any
withholding tax obligations that arise by reason of an option exercise or any
sale of shares. The Plan Committee, in its sole discretion, may permit these
obligations to be satisfied in whole or in part with: (i) cash paid by the
Optionee or by a broker-dealer on behalf of the Optionee, (ii) shares of Common
Stock that otherwise would be issued to the Optionee upon exercise of the
option, and/or (iii) shares of Common Stock already owned by the Optionee. The
Company shall not be required to issue shares for the exercise of an option
until such tax obligations are satisfied and the Company may, to the extent
permitted by law, deduct any such tax obligations from any payment of any kind
otherwise due to the Optionee.
8. Compliance With Other Laws and Regulations. The Plan, the grant and
exercise of options thereunder, and the obligation of the Company to sell and
deliver Common Stock under such options, shall be subject to all applicable
federal and state laws, rules and regulations and to such approvals by any
government or regulatory agency as may be required. The Company shall not be
required to issue or deliver any certificates for Common Stock before: (i) the
listing of the Common Stock on any stock exchange or over-the-counter market on
which the Common Stock may then be listed and (ii) the completion of any
registration or qualification of any governmental body which the Company shall,
in its sole discretion, determine to be necessary or advisable. To the extent
the Company meets the then applicable requirements for the use thereof and to
the extent the Company may do so without undue cost or expense, and subject to
the determination by the Board of Directors of the Company that such action is
in the best interest of the Company, the Company intends to register the
issuance and sale of such Common Stock by the Company under federal and
applicable state securities laws using a Form S-8 registration statement under
the Securities Act of 1933, as amended, or such successor Form as shall then be
available.
9. Capital Adjustments Affecting Stock, Mergers and Consolidations.
A. Capital Adjustments. In the event of a capital adjustment in the
Common Stock resulting from a stock dividend, stock split, reorganization,
merger, consolidation, or a combination or exchange of shares, the number of
shares of Common Stock subject to the Plan and the number of shares under
option shall be automatically adjusted to take into account such capital
adjustment. By virtue of such a capital adjustment, the price of any share
under option shall be adjusted so that there will be no change in the aggregate
purchase price payable upon exercise of any such option.
Page 37 of 40
7
B. Mergers and Consolidations. In the event the Company merges or
consolidates with another entity, or all or a substantial portion of the
Company's assets or outstanding capital stock are acquired (whether by merger,
purchase or otherwise) by a Successor, the kind of shares of Common Stock that
shall be subject to the Plan and to each outstanding option shall,
automatically by virtue of such merger, consolidation or acquisition, be
converted into and replaced by shares of common stock, or such other class of
securities having rights and preferences no less favorable than the Common
Stock, of the Successor, and the number of shares subject to the option and the
purchase price per share upon exercise of the option shall be correspondingly
adjusted, so that, by virtue of such merger, consolidation or acquisition, each
Optionee shall have the right to purchase (a) that number of shares of common
stock of the Successor that have a book value equal, as of the date of such
merger, conversion or acquisition, to the book value, as of the date of such
merger, conversion or acquisition, of the shares of Common Stock of the Company
theretofore subject to the Optionee's option, (b) for a purchase price per
share that, when multiplied by the number of shares of common stock of the
Successor subject to the option, shall equal the aggregate exercise price at
which the Optionee could have acquired all of the shares of Common Stock of the
Company theretofore optioned to the Optionee.
C. No Effect on Company's Rights. The granting of an option pursuant to
the Plan shall not effect in any way the right and power of the Company to make
adjustments, reorganizations, reclassifications, or changes of its capital or
business structure or to merge, consolidate, dissolve, liquidate, sell or
transfer all or any part of its business or assets.
10. Amendment, Suspension, or Termination. The Board shall have the right,
at any time, to amend, suspend or terminate the Plan in any respect that it may
deem to be in the best interests of the Company, except that, without approval
by shareholders of the Company holding not less than a majority of the votes
represented and entitled to be voted at a duly held meeting of the Company's
shareholders, no amendment shall be made that would:
A. increase the maximum number of shares of Common Stock which may be
delivered under the Plan, except as provided in Section 9 hereof;
B. change the Option Price for an ISO, except as provided in Section 9
hereof;
C. extend the period during which an ISO may be exercised beyond the
period provided in Section 7.A hereof;
D. make any changes in any outstanding option, without the consent of
the Optionee, which would adversely affect the rights of the Optionee; or
E. extend the termination date of the Plan.
11. Effective Date, Term and Approval. The effective date of the Plan
shall be October 27, 1994 (the date of Board adoption of the Plan), subject to
approval by stockholders of the Company holding not less than a majority of
the shares present and voting at its 1995 annual meeting on April 21, 1995.
The Plan shall terminate ten (10) years after the effective date of the Plan
and no options may be granted under the Plan after such time, but any option
granted prior thereto may be exercised in accordance with its terms.
12. Governing Law; Severability. The Plan shall be governed by the laws
of the State of Florida. The invalidity or unenforceability of any provision
of the Plan or any option granted pursuant to the Plan shall
Page 38 of 40
8
not affect the validity and enforceability of the remaining provisions of the
Plan and the options granted hereunder, and such invalid or unenforceable
provision shall be stricken to the extent necessary to preserve the validity
and enforceability of the Plan and the options granted hereunder.
Dated this 26th day of June, 1996.
GROUP TECHNOLOGIES CORPORATION
By: /s/ Jeffrey T. Gill
--------------------------
Jeffrey T. Gill
Chairman of the Board
ATTEST:
/s/ Michael L. Schuman
- -----------------------
Secretary
Page 39 of 40
1
EXHIBIT 24.2
CONSENT OF CERTIFIED PUBLIC ACCOUNTANT
We consent to the incorporation by reference in the Registration Statement (Form
S-8) pertaining to the Group Technologies Corporation Stock Option Plan Dated
January 22, 1990 of our report dated March 29, 1996, with respect to the
consolidated financial statements and schedule of Group Technologies Corporation
included in its Annual Report (Form 10-K) for the year ended December 31, 1995,
filed with the Securities and Exchange Commission.
/s/ Ernst & Young LLP
---------------------
Ernst & Young LLP
Tampa, Florida
June 27, 1996
Page 40 of 40
