-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, SN/Rft7QlHUcqwp5dAVjZFaqDoLiUrlvQwf7ZyzjPRIBOZfGAtGcryda8uLJjmL9 tqZihzqpKA5XaQcRGktvzg== 0001047469-99-003393.txt : 19990208 0001047469-99-003393.hdr.sgml : 19990208 ACCESSION NUMBER: 0001047469-99-003393 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 8 FILED AS OF DATE: 19990204 EFFECTIVENESS DATE: 19990204 FILER: COMPANY DATA: COMPANY CONFORMED NAME: VARI LITE INTERNATIONAL INC CENTRAL INDEX KEY: 0001033491 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRIC LIGHTING & WIRING EQUIPMENT [3640] IRS NUMBER: 752239444 STATE OF INCORPORATION: TX FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: S-8 SEC ACT: SEC FILE NUMBER: 333-71823 FILM NUMBER: 99521677 BUSINESS ADDRESS: STREET 1: 201 REGAL ROW CITY: DALLAS STATE: TX ZIP: 75247 BUSINESS PHONE: 2146301963 S-8 1 FORM S-8 As filed with the Securities and Exchange Commission on February 4, 1999 Registration No. 333- ================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 -------------- FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 -------------- VARI-LITE INTERNATIONAL, INC. (Exact name of registrant as specified in its charter) DELAWARE 75-2239444 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 201 REGAL ROW DALLAS, TEXAS 75247 (Address including zip code of registrant's principal executive offices) VARI-LITE INTERNATIONAL, INC. EMPLOYEES' STOCK OWNERSHIP PLAN VARI-LITE INTERNATIONAL, INC. 1997 OMNIBUS PLAN (Full title of the plan) -------------- H. R. Brutsche III Copy to: Alan J. Perkins, Esq. President and Chief Executive Officer Gardere & Wynne, L.L.P. 201 Regal Row 1601 Elm Street, Suite 3000 Dallas, Texas 75247 Dallas, Texas 75201 (214) 630-1963 (214) 999-4683 (Name, address including zip code and telephone number, including area code, of agent for service) -------------------------
CALCULATION OF REGISTRATION FEE - -------------------------------------------------------------------------------------------------------------- - -------------------------------------------------------------------------------------------------------------- TITLE OF EACH CLASS PROPOSED MAXIMUM PROPOSED MAXIMUM OF SECURITIES TO BE AMOUNT TO BE OFFERING PRICE PER AGGREGATE OFFERING AMOUNT OF REGISTERED REGISTERED SHARE (1) PRICE (1) REGISTRATION FEE - -------------------------------------------------------------------------------------------------------------- Common stock, $0.10 par value 300,000 (2)(3) $3.55 $1,063,960 - -------------------------------------------------------------------------------------------------------------- Common Stock, $0.10 par value 800,000 (3) $5.02 $4,014,576 - -------------------------------------------------------------------------------------------------------------- Totals 1,100,000 $5,078,536 $1,412.00 - -------------------------------------------------------------------------------------------------------------- - --------------------------------------------------------------------------------------------------------------
(1) With respect to shares subject to options not yet granted and stock plan securities, the Proposed Maximum Offering price per Share is estimated in accordance with Rule 457(c) and 457(h) solely for the purpose of calculating the registration fee on the basis of $3.53125 per share, the average of the high and low prices of the Registrant's common stock as quoted in the NASDAQ Stock Market on February 3, 1999. (2) The shares of Common Stock, $0.10 par value ("Common Stock"), of Vari-Lite International, Inc., a Delaware corporation (the "Registrant"), being registered hereby consist of shares to be acquired by the Trustee pursuant to the Vari-Lite International, Inc. Employees' Stock Ownership Plan (the "ESOP") for the accounts of participants. (3) There are also registered hereby such indeterminate number of shares of Common Stock as may become issuable by reason of operation of the anti-dilution provisions of the Vari-Lite International, Inc. 1997 Omnibus Plan, the ESOP or other laws. PART I INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS ITEM 1. PLAN INFORMATION* ITEM 2. REGISTRATION INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION* * Information required by Part I to be contained in the Section 10(a) prospectus is omitted from this Registration Statement in accordance with Rule 428 under the Securities Act and the Note to Part I of Form S-8. PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE The following documents filed by the Registrant with the Securities and Exchange Commission (the "Commission") are incorporated by reference in this Registration Statement: (i) The Registrant's Annual Report on Form 10-K for the fiscal year ended September 30, 1998 filed pursuant to Section 13(a) of the Securities and Exchange Act of 1934, as amended (the "Exchange Act") (File No. 0-23159). (ii) All other reports filed by the Registrant pursuant to Section 13(a) or 15(d) of the Exchange Act since September 30, 1998. (iii) The description of the Common Stock contained in the Registrant's Registration Statement on Form 8-A, as filed with the Commission on October 1, 1997, which incorporated by reference the section titled "Description of Capital Stock" contained in the Prospectus filed with the Commission on October 16, 1997 as part of the Registrant's Registration Statement on Form S-1. In addition, all documents subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act 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 this Registration Statement and to be a part hereof from the date of filing such documents. ITEM 4. DESCRIPTION OF SECURITIES Not applicable. ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL Gardere & Wynne, L.L.P., 1601 Elm Street, Suite 3000, Dallas, Texas 75201, counsel for the Registrant, has rendered an opinion as to the legality of certain of the securities being registered hereby. Alan J. Perkins, a partner in Gardere & Wynne, L.L.P., owns 2,000 shares of Common Stock of the Registrant. ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS Section 145 of the Delaware General Corporation Law (the "DGCL") provides that a Delaware corporation may, under certain circumstances, indemnify its directors and officers against expenses, judgments, fines and settlements actually and reasonably incurred by them in connection with certain civil and criminal suits or actions. In addition, Section 145 permits a Delaware corporation to grant its directors and officers additional rights of indemnification through bylaw provisions and otherwise and to purchase indemnity insurance on behalf of its directors and officers. II-1 The Registrant's Certificate of Incorporation and By-Laws provide that, to the fullest extent permitted by law, the Registrant shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or contemplated action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the Registrant) by reason of the fact that he is or was a director, officer, employee or agent of the Registrant, or is or was serving at the request of the Registrant as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit or proceeding, if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Registrant, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. The Registrant's Certificate of Incorporation and By-Laws also provide that the Registrant shall indemnify any covered person who was or is a party or is threatened to be made a party to any threatened, pending or contemplated action or suit by or in the right of the Registrant to procure a judgment in its favor except that indemnification is prohibited for any claim as to which the covered person shall have been adjudged liable to the Registrant unless a court determines otherwise. Like Section 145 of the DGCL, the Registrant's Certificate of Incorporation and By-Laws provide for indemnification of reasonable expenses, payment of expenses in advance and the power of the Registrant to purchase and maintain insurance for covered persons. In addition, Article Fourteenth of the Registrant's Certificate of Incorporation, as amended, provides that, to the fullest extent permitted by the DGCL or decisional law, a director shall not be liable to the Registrant or its stockholders for any act or omission in his capacity as a director. Section 102 of the DGCL allows a corporation to eliminate the personal liability of a director to the corporation or its shareholders for monetary damage for breach of fiduciary duty as a director except (i) for any breach of the director's duty of loyalty to the corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) for liability under Section 174 of the DGCL (involving certain unlawful dividends or stock repurchases), or (iv) for any transaction from which the director derived a personal benefit. ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED Not applicable. ITEM 8. EXHIBITS 4.1* -- Resolution adopted by the Board of Directors of the Company, dated as of August 27, 1997, amending the name of Vari-Lite Holdings, Inc. Employees' Stock Ownership Plan to Vari-Lite International, Inc. Employees' Stock Ownership Plan 4.2 -- Vari-Lite International, Inc. Employees' Stock Ownership Plan (incorporated by reference to Exhibit 10.21 to the Registrant's Registration Statement on Form S-1, No. 333-33559) 4.3 -- Vari-Lite International, Inc. 1997 Omnibus Plan (including forms of Incentive Stock Option Agreement and Nonqualified Stock Option Agreement) (incorporated by reference to Exhibit 10.20 to the Registrant's Registration Statement on Form S-1, No. 333-33559) 4.4* -- Rules of UK Sub-Plan of the Vari-Lite International, Inc. 1997 Omnibus Plan 4.5* -- Form of Nonqualified Stock Option Agreement for Options Granted Under the UK Sub-Plan 4.6* -- Form of Nonqualified Stock Option Agreement For Unapproved Options Granted to UK Employees Under the Parent Plan 5.1* -- Legal Opinion of Gardere & Wynne, L.L.P. (including consent listed as Exhibit 24.2) 5.2* -- Internal Revenue Service Determination Letter dated October 15, 1995 II-2 23.1* -- Consent of Deloitte & Touche LLP 23.2* -- Consent of Gardere & Wynne, L.L.P. (set forth in Exhibit 5.1) 24.1* -- Power of Attorney (set forth on page II-4 hereof) - ----------------------------- * Filed herewith ITEM 9. UNDERTAKINGS The undersigned Registrant hereby undertakes: (1) To file, during any period in which offers or sales are being made of the securities registered hereby, 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 this Registration Statement; (iii) To include any material information with respect to the plan of distribution not previously disclosed in this Registration Statement or any material change to such information in this Registration Statement; PROVIDED, HOWEVER, that the undertakings set forth in paragraphs (1)(i) and (1)(ii) above do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed by the Registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in this 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 therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. The undersigned Registrant hereby further 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 Section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) 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. Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act of 1933 and will be governed by the final adjudication of such issue. II-3 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 Dallas, State of Texas on February 4, 1999. VARI-LITE INTERNATIONAL, INC. (Registrant) By: /s/ H. R. Brutsche III ------------------------------------- H. R. Brutsche III, President and Chief Executive Officer POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears in this Registration Statement in any capacity hereby constitutes and appoints H. R. Brutsche III and Michael P. Herman and each of them (with full power in each of them to act alone), his true and lawful attorney-in-fact and agent, with full power of substitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement and to file the same with the Securities and Exchange Commission, with all exhibits thereto, and other documents in connection therewith, granting unto said attorneys-in-fact and agents, full power and authority to do and perform each and every act and thing requisite or desirable. Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on February 4, 1999.
SIGNATURES TITLE ---------- ----- /s/ H. R. Brutsche III Chairman of the Board, President and Chief - ------------------------------ Executive Officer and a Director H. R. Brutsche III (Principal Executive Officer) /s/ Michael P. Herman Vice President - Finance, Chief Financial Officer and - ------------------------------ Secretary (Principal Financial and Accounting Officer) Michael P. Herman /s/ James H. Clark, Jr. - ------------------------------ Director James H. Clark, Jr. /s/ John D. Maxson - ------------------------------ Director John D. Maxson /s/ J. Anthony Smith - ------------------------------ Director J. Anthony Smith II-4 /s/ C. Vincent Prothro - ------------------------------ Director C. Vincent Prothro /s/ John R. Rettberg - ------------------------------ Director John R. Rettberg
II-5 INDEX TO EXHIBITS 4.1* -- Resolution adopted by the Board of Directors of the Company, dated as of August 27, 1997, amending the name of Vari-Lite Holdings, Inc. Employees' Stock Ownership Plan to Vari-Lite International, Inc. Employees' Stock Ownership Plan 4.2 -- Vari-Lite International, Inc. Employees' Stock Ownership Plan (incorporated by reference to Exhibit 10.21 to the Registrant's Registration Statement on Form S-1, No. 333-33559) 4.3 -- Vari-Lite International, Inc. 1997 Omnibus Plan (including forms of Incentive Stock Option Agreement and Nonqualified Stock Option Agreement) (incorporated by reference to Exhibit 10.20 to the Registrant's Registration Statement on Form S-1, No. 333-33559) 4.4* -- Rules of UK Sub-Plan of the Vari-Lite International, Inc. 1997 Omnibus Plan 4.5* -- Form of Nonqualified Stock Option Agreement for Options Granted Under the UK Sub-Plan 4.6* -- Form of Nonqualified Stock Option Agreement For Unapproved Options Granted to UK Employees Under the Parent Plan 5.1* -- Legal Opinion of Gardere & Wynne, L.L.P. (including consent listed as Exhibit 24.2) 5.2* -- Internal Revenue Service Determination Letter dated October 15, 1995 23.1* -- Consent of Deloitte & Touche LLP 23.2* -- Consent of Gardere & Wynne, L.L.P. (set forth in Exhibit 5.1) 24.1* -- Power of Attorney (set forth on page II-4 hereof) - ----------------------------- * Filed herewith II-6 EX-4.1 2 EXHIBIT 4.1 RESOLUTIONS BY THE UNANIMOUS CONSENT OF THE BOARD OF DIRECTORS OF VARI-LITE INTERNATIONAL, INC. August 27, 1997 RESOLVED FURTHER, that all of the employee benefit plans of the Company and its subsidiaries that were adopted prior to the time the Company changed its name to "Vari-Lite International, Inc." and, accordingly, contain references to the name "Vari-Lite Holdings, Inc.", be and hereby are amended for all purposes to reflect the change of the Company's name to "Vari-Lite International, Inc."; EX-4.4 3 EXHIBIT 4.4 RULES OF UK SUB-PLAN OF THE VARI-LITE INTERNATIONAL, INC 1997 OMNIBUS PLAN (1997 OMNIBUS PLAN ADOPTED BY VARI-LITE INTERNATIONAL, INC (THE TEXAS CORPORATION) ON 11 AUGUST 1997 AND BY VARI-LITE INTERNATIONAL, INC (THE DELAWARE CORPORATION) ON 15 OCTOBER 1997 (UK SUB-PLAN APPROVED BY THE INLAND REVENUE ON [ ], REFERENCE X19046 1. ADOPTION OF THE UK SUB-PLAN Vari-Lite International, Inc, a Delaware Corporation ("the Company") has adopted this UK Sub-Plan ("the UK Sub-Plan") of the Vari-Lite International, Inc 1997 Omnibus Plan ("the Parent Plan") for the purpose of granting rights to acquire shares of Common Stock of the Company ("Options") to employees of it and its subsidiaries in the United Kingdom. The UK Sub-Plan is intended to qualify as an approved share option plan under Schedule 9 to the Income and Corporation Taxes Act 1988 ("the Taxes Act"). 2. THE PARENT PLAN The Parent Plan attached as Exhibit "A" to these Rules shall apply to the UK Sub-Plan subject to the additional restrictions and amendments specified below. References to Schedule 9 are to Schedule 9 to the Taxes Act. 3. DEFINITIONS AND SCOPE OF THE UK SUB-PLAN 3.1. The definition of "Subsidiary" in Section 1 of the Parent Plan shall include, for purposes of 1 the UK Sub-Plan, only those companies of which the Company has control within the meaning of Section 840 of the Taxes Act. 3.2. For the purposes of the UK Sub-Plan the description of "employees" in Sections 1 and 4 of the Parent Plan shall include employees of the Company and its Subsidiaries, but shall not include: (i) any person who is precluded by paragraph 8 of Schedule 9 from participating in a UK revenue approved share scheme; or (ii) any person who is a "non-employee director" as referred to in Sections 1 and 4 of the Parent Plan. In addition, an "employee" who is a Director must be required to devote to his or her duties at least 25 hours per week excluding meal breaks. 3.3. An award granted under the UK Sub-Plan is intended to qualify as a Nonqualified Stock Option ("NQSO") ("the Option"). The references at Section 1, Section 5 paragraphs (b)(i) to (v) and Sections 6, 7, 8 and 9 of the Parent Plan to: (i) Incentive Stock Options ("ISOs"); (ii) Stock Appreciation Rights ("SARs"); (iii) Restricted Stock Awards ("Restricted Stock"); (iv) Performance Awards ("Performance Awards"); and (v) Other forms of stock-based incentive awards shall not apply for the purposes of the UK Sub-Plan. 4. SHARES OF STOCK SUBJECT TO THE UK SUB-PLAN 4.1. The shares of Common Stock of the Company ("Common Stock") in respect of which an 2 Option may be granted under the UK Sub-Plan must satisfy the conditions specified in paragraphs 10 to 14 inclusive of Schedule 9 both at the time of grant and at the time of exercise. 4.2. The provisions of the fourth paragraph of Section 18 of the Parent Plan shall be construed in accordance with this Rule 4.1. 5. ADMINISTRATION OF THE PLAN 5.1. No conditions may be imposed by the Committee or the Board in respect of an Option granted under the UK Sub-Plan pursuant to Sections 3 or 10 of the Parent Plan without the prior approval of the Board of Inland Revenue. If such conditions involve the satisfaction of performance criteria, those criteria must be of an objective nature. No amendment to any condition imposed pursuant to this Rule 5.1 shall be effective in respect of an Option granted under the UK Sub-Plan without the prior approval of the Board of Inland Revenue. 5.2. Any arrangements adopted by the Committee pursuant to Section 5 paragraph a(iii)(B) of the Parent Plan shall be approved by the Board of Inland Revenue. 6. STOCK OPTIONS 6.1. The form of the stock option agreement referred to at Sections 5 and 12 of the Parent Plan and attached as Exhibit B to these Rules must be approved by the Board of Inland Revenue for use in connection with an Option granted under the UK Sub-Plan. 6.2. For the purposes of Section 5 paragraph (a)(i) of the Parent Plan the term of any option granted under the UK Sub-Plan shall not be capable of exceeding a period of 10 years calculated from the date of grant as shown on the form of option agreement. 3 6.3. Any Option granted under the UK Sub-Plan with an exercise price equal to the initial public offer price appearing in the Company's Prospectus issued [insert date] ("the Initial Public Offer Price") shall lapse if such initial public offer is not completed. 7. FAIR MARKET VALUE 7.1. For the purposes of an Option granted under the UK Sub-Plan if the Common Stock is not fully listed on the New York Stock Exchange on any day the Fair Market Value of the Common Stock shall be determined in accordance with the provisions of Part VIII of the Taxation of Chargeable Gains Act 1992 and agreed for the purpose of the UK Sub-Plan with the Inland Revenue Shares Valuation Division on or before that day, and accordingly, the third paragraph of Section 10 of the Parent Plan shall not therefore apply. 8. OPTION EXERCISE PRICE The Option exercise price of any Option granted under the UK Sub-Plan shall not be set at a level below 100% of the "Fair Market Value" of Common Stock as at the date of grant of an Option. Accordingly the words at Section 5 paragraph (a)(i) of the Parent Plan "unless deemed by the Committee" shall not apply for the purposes of the UK Sub-Plan. 9. LIMITATIONS 9.1. The grant of an Option under the UK Sub-Plan pursuant to Section 5 paragraph (a)(i) of the Parent Plan shall be subject to the restriction that no Option shall be granted to an employee if immediately following such grant the employee would hold Options under the UK Sub-Plan or any other UK Revenue approved share option plan operated by the Company or any Subsidiary (not being a UK Revenue approved savings-related share option plan) with an aggregate Fair Market Value in excess of L30,000, or such other limit as may apply from time to time under paragraph 28 of Schedule 9 ("the Limit"), determined on the basis of the 4 Fair Market Value of shares of Common Stock as at the date(s) of grant of the relevant Options. 10. FORM OF CONSIDERATION The exercise price of the Common Stock subject to an Option under the UK Sub-Plan shall be paid in cash. Accordingly, Section 5 paragraph (a)(ii) and Section 5 paragraph (a)(iii) shall not apply. For the avoidance of doubt, the provisions of Section 5 paragraph (a)(iii)(B) permitting the Participant to simultaneously exercise an Option and sell the shares of Common Stock acquired pursuant to arrangements approved by the Committee shall apply. 11. EXERCISE OF OPTIONS 11.1. The provisions of Section 10 of the Parent Plan relating to the exercise of Options shall be subject to the additional restriction that no Option may be exercised under the UK Sub-Plan by a Participant at any time when he is precluded by paragraph 8 of Schedule 9 from participating in the UK Sub-Plan. 11.2. Shares must be allotted within 30 days after receipt of the Exercise Notice in the form attached as Exhibit C to the UK Sub-Plan. 11.3. Shares acquired on the exercise of an Option shall, except for any rights determined by reference to a date preceding the date of allotment, rank pari passu with other shares of the same class in issue at the date of allotment. 12. NON-TRANSFERABILITY 12.1. An Option granted under the UK Sub-Plan is non-transferrable and therefore the words at Section 11(ii) of the Parent Plan providing for transfer in the event of disability shall not 5 apply for the purposes of Options granted under the UK Sub-Plan. 12.2. The words at Section 16 of the Parent Plan "Other than by will or the laws of descent and distribution" shall not apply for the purposes of an Option granted under the UK Sub-Plan. 13. TAX WITHHOLDING The provisions of Section 13(ii) of the Parent Plan shall not apply for the purposes of an Option granted under the UK Sub-Plan. 14. DILUTION OR OTHER ADJUSTMENT 14.1. The provisions in the first sentence of Section 15 of the Parent Plan for the substitution of new Awards, or the assumption of unexpired Awards by another corporation, shall only apply to an Option granted under the UK Sub-Plan if the conditions at Rule 15 of the UK Sub-Plan are satisfied. 14.2. No adjustment may be made under the UK Sub-Plan pursuant to Section 15 of the Parent Plan in relation to a merger, separation (including a spin-off), reclassification or other similar change in capitalization or in the corporate structure. 14.3. The provisions of Section 14 of the Parent Plan shall be subject to the requirement that all such adjustments must be certified in writing by the Company's auditors for the time being as fair and reasonable and that no adjustments in respect of subsisting Options or of Options to be granted in the future under the UK Sub-Plan shall take effect without the approval of the Board of Inland Revenue. 6 15. CHANGE OF CONTROL 15.1. In the event of any company ("the Acquiring Company") obtaining control of the Company as a result of making a general offer to acquire the whole of the issued ordinary share capital of the Company which is made on a condition such that if it is satisfied the person making the offer will have control of the Company, or to acquire all the shares in the Company which are of the same class as the shares subject to a subsisting Option granted under the UK Sub-Plan ("the Old Option"), the Participant (or the Company on behalf of the Optionee) may seek the agreement of the Acquiring Company and, if such agreement is obtained, the Participant may release the Old Option in consideration of the grant of a new option ("the New Option") which satisfies the following conditions: (a) it is over shares in the Acquiring Company or in a company which has control of the Acquiring Company which satisfy the conditions specified in paragraphs 10 to 14 inclusive of Schedule 9 to the Income and Corporation Taxes Act 1988; (b) is a right to acquire such number of such shares as has on acquisition of the New Option an aggregate Fair Market Value equal to the aggregate Fair Market Value of the shares subject to the Old Option on its disposal; (c) has an option price per share such that the aggregate price payable on complete exercise equals the aggregate price which would have been payable on complete exercise of the Old Option; and (d) is otherwise identical in terms to the Old Option. 15.2. The New Option shall, for all other purposes of the UK Sub-Plan, be treated as having been acquired at the same time as the Old Option which is released in consideration for the grant of the New Option. 7 15.3. Where any New Option is granted pursuant to this Rule 15, the provisions of the UK Sub-Plan shall, in relation to the New Option, be construed as if references to the Company and the shares were references to the Acquiring Company or, as the case may be, to the other company to whose shares the New Option relates and to the shares in that other company. 15.4. The release of the Old Option and the grant of a New Option under this Rule 14 will take place within the period of six months beginning with the time when the person making the offer has obtained control of the Company and any conditions subject to which the offer is made are satisfied. 16. AMENDMENTS Any amendment to the Parent Plan which affects the UK Sub-Plan, or to the UK Sub-Plan, pursuant to Section 17 of the Parent Plan shall only take effect in respect of the UK Sub-Plan with the prior approval of the Board of Inland Revenue. 8 EX-4.5 4 EXHIBIT 4.5 VARI-LITE INTERNATIONAL, INC. FORM OF NONQUALIFIED STOCK OPTION AGREEMENT FOR OPTIONS GRANTED UNDER THE UK SUB-PLAN This Agreement, dated as of _______, 199____, is by and between Vari-Lite International, Inc., a Delaware corporation (the "Company") and _____________________ (the "Optionee"). WITNESSETH: WHEREAS, pursuant to the UK Sub-Plan of the Vari-Lite International, Inc. 1997 Omnibus Plan (the "Plan"), the Company has determined that its interests will be advanced by providing an incentive to the Optionee to acquire a proprietary interest in the Company and, as a stockholder, to share in its success, with added incentive to work effectively for and in the Company's interest; NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein, the parties hereby agree as follows: SECTION 1 GRANT The Company hereby grants to the Optionee, as a matter of separate agreement and not in lieu of salary or any other compensation for services, the right and option (the "Option") to purchase _____________ shares of authorized but unissued Common Stock, $0.10 par value ("Common Stock"), of the Company on the terms and conditions herein set forth in this Agreement and subject to the Rules of the UK Sub-Plan. This Option is not intended to constitute an incentive stock option within the meaning of Section 422 of the Internal Revenue Code of 1986, as amended (the "Code"). SECTION 2 PRICE The exercise price per share of the shares of Common Stock subject to this Option shall be equal to the Fair Market Value of the shares as determined under Rule 7 of the UK Sub-Plan on the date of the grant, i.e. $__________ per share. SECTION 3 WHEN EXERCISABLE Subject to Rule 6.3 of the UK Sub-Plan, the Option may be exercised by the Optionee, in whole or part, at any time and from time to time within a period of ten years from the day and year first written above. The Option may not be exercised prior to one year from the date of this Agreement. Thereafter, the Option shall become exercisable with respect to 20% of the total shares subject to the Option on each of the five successive anniversaries of the date of this Agreement commencing with the first anniversary of the date of this Agreement. At any time after five years from the date of this Agreement, the Option shall be exercisable in full except to the extent that it has already been exercised. SECTION 4 UK INCOME TAX CONSEQUENCES UPON EXERCISE The exercise of this Option will be subject to a charge to UK income tax unless: (a) the exercise complies with the rules of the UK Sub-Plan; and (b) the exercise is not earlier than three years or later than ten years after the date of grant; and (c) the exercise is not earlier than three years after the latest previous exercise by the Optionee of an option obtained under the UK Sub-Plan or any other discretionary share option scheme approved by the UK Inland Revenue, which enjoyed relief from UK income tax; and (d) the UK Sub-Plan is still approved by the UK Inland Revenue at the date of exercise. SECTION 5 HOW EXERCISABLE Subject to such administrative regulations as the committee of the Board of Directors of the Company (the "Board") appointed to administer the Plan (the "Committee") may from time to time adopt, the Optionee or beneficiary shall, in order to exercise this Option give written notice to the Committee of the exercise price and the number of shares which he will purchase and furnish an undertaking to make payment of such exercise price in United States dollars before issuance of such shares. If a Committee has not been appointed by the Board to administer the Plan, for purposes of this Agreement, "Committee" shall mean the entire Board. Any notice shall include an undertaking to furnish or execute such documents as the Committee in its discretion shall deem necessary (i) to evidence such exercise, in whole or in part, of the Option, (ii) to determine whether registration is then required under the Securities Act of 1933, as amended, or any other law, as then in effect, and (iii) to comply with or satisfy the requirements of the Securities Act of 1933, as amended, or any other law, as then in effect. The Committee may in its discretion permit the Optionee to exercise the Option by delivering to the Company a properly executed exercise notice together with irrevocable instructions to a broker to promptly deliver to the Company cash or a check payable and acceptable to the Company to pay the Option exercise price; provided that the Optionee and the broker shall comply with such 2 procedures and enter into such agreements of indemnity and other agreements as the Committee shall prescribe as a condition of such payment procedure. SECTION 6 TRANSFER This Option shall not be transferable by the Optionee. During the lifetime of the Optionee, this Option shall be exercisable only by him. Any other attempted assignment, transfer, pledge, hypothecation or other disposition of the Option shall be void and have no effect unless in accordance with the terms set forth herein. SECTION 7 TERMINATION OF OPTION (a) Upon termination of employment or service as a director with the Company and its Subsidiaries of the Optionee for any reason other than death, disability (as defined in Paragraph (c) of this Section 7) or "cause" (as defined in Paragraph (b) of this Section 7), whether by reason of resignation or discharge, the Option shall terminate on the earlier of (i) the date of its expiration under Section 3 or (ii) three months from the date on which the Optionee's employment or service as a director terminated. (b) If the Company terminates the employment or directorship of the Optionee for "cause," the Option shall terminate on the date his employment or directorship is terminated. For purposes of this Agreement, the Optionee's employment or directorship shall be deemed terminated for "cause" if his employment or directorship terminates for (i) willful violation by the Optionee of any rule or regulation that may be established from time to time for the conduct of the Company's business, (ii) failure or inability by the Optionee for any reason to devote his full business time to the Company's business, (iii) gross neglect by the Optionee of the interests of the Company, (iv) breach of fiduciary duty involving personal profit, (v) willful violation by the Optionee of any law, rule or regulation (other than traffic violations or similar minor offenses), or (vi) material breach by the Optionee of any provision of an agreement between Optionee and the Company or its Subsidiaries (as defined in Section 1 of the Plan). (c) The Option shall terminate on the earlier of (i) the date of its expiration under Section 3 or (ii) six months from the date of the Optionee's permanent disability, provided: (i) the Optionee at the time of his disability was in the employ or serving as a director of the Company or any of its Subsidiaries and (ii) the Optionee was entitled to exercise a portion or all of the Option on the day immediately prior to his disability. For purposes of this Agreement, "disability" shall have the meaning set forth in Code Section 22(e)(3). (d) If the Optionee dies (i) while he is employed by or serving as a director of the Company or any of its Subsidiaries, or (ii) after termination of employment or directorship but within the period provided in Paragraph (a) or (c) of this Section 7, the person or persons to whom 3 the Optionee's rights are transferred by will or the laws of descent and distribution may exercise that portion of the Option that is exercisable at the time of death for a period ending on the earlier of (i) the date of its expiration under Section 3 or (ii) six months after the date of death. SECTION 8 WITHHOLDING TAXES The Company shall have the right to retain and withhold from any payment, under the Option, any amount that is to be withheld or otherwise deducted and paid with respect to such payment. At its discretion, the Company may require the Optionee, if he receives shares under a nonqualified stock option grant, to reimburse the Company for any taxes that are required to be withheld by the Company, and may withhold any distribution in whole or in part until the Company is so reimbursed. In lieu thereof, the Company shall have the right to withhold from any other cash amounts due (or to become due) to the Optionee an amount equal to such taxes required to be withheld by the Company to reimburse the Company for any such taxes, or the Company may retain and withhold a number of shares of Common Stock having a market value not less than the amount of such taxes and cancel (in whole or in part) any shares of Common Stock so withheld in order to reimburse the Company for any such taxes. SECTION 9 ADJUSTMENTS TO OPTION (a) Subject to any required action by the Committee and the Company's stockholders, the number of shares provided for in the Option and the exercise price per share thereof may be proportionately adjusted as determined by the Committee for any increase or decrease in the number of issued shares of the Company resulting from the payment of a share dividend, a share split or any transaction which is a "corporate transaction" (as defined in the Treasury regulations promulgated under or applicable to Code Section 424). No adjustment may be made to an Option granted under the UK Sub-Plan in relation to a merger, separation (including a spin-off), reclassification or other similar change in capitalization or in the corporate structure. Any adjustment to an Option granted under the UK Sub-Plan must be certified in writing by the Company's auditors for the time being as fair and reasonable and no adjustment in respect of subsisting Options or Options to be granted in the future under the UK Sub-Plan shall take effect without the approval of the Board of Inland Revenue. (b) In the event of a Change of Control (as defined in Section 14 of the Plan), any and all outstanding Options not fully vested shall automatically vest in full and shall be immediately exercisable. The date on which such accelerated vesting and immediate exercisability shall occur shall be the date of the occurrence of the Change of Control. (c) In the event of a change in the Company's shares which is limited to a change of all of its authorized shares with par value into the same number of shares with a different par value or 4 without par value, the shares resulting from any such change shall be deemed to be shares within the meaning of the Plan. (d) Except as herein before expressly provided in Paragraphs (a) and (b) of this Section 9, the Optionee shall have no rights by reason of any subdivision or consolidation of shares of any class or payment of any share dividend or any other increase or decrease in the number of shares of any class or by reason of any dissolution, liquidation, merger, consolidation or spin-off of assets or stock of another corporation, and any issuance by the Company of shares of any class, or securities convertible into shares of any class, shall not affect the Option, and no adjustment by reason thereof shall be made with respect to the number or exercise price of the Company's shares subject to the Option. The grant of the Option shall not affect in any way the right or power of the Company to make adjustments, reclassifications, reorganizations 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. SECTION 10 IMPACT ON OTHER BENEFITS The value of the Option (either on the date of grant of the Option or at the time the shares are vested) shall not be includable as compensation or earnings to the Optionee for purposes of any other benefit plan offered by the Company. SECTION 11 ADMINISTRATION The Committee shall have full authority and discretion (subject only to the express provisions of the Plan) to decide all matters relating to the administration and interpretation of the Plan and this Agreement. All such Committee determinations shall be final, conclusive and binding upon the Company, the Optionee and any and all interested parties. SECTION 12 AGREEMENT TO CONTINUE IN EMPLOYMENT OR SERVICE AS A DIRECTOR Nothing in the Plan or this Agreement shall confer on the Optionee any right to continue in the employ of the Company or any of its Subsidiaries or in the service of the Company as a director or interfere in any way with the right of the Company or any of its Subsidiaries to terminate his employment or directorship at any time. SECTION 13 SUBJECT TO PLAN: AMENDMENT(S) This Agreement and the grant and exercise thereof are subject to the terms of the Plan, as amended, which is incorporated herein by reference and made a part hereof, but the terms of the Plan 5 shall not be considered an enlargement of any benefits under this Agreement. In addition, this Option is subject to any rules and regulations promulgated pursuant to the Plan, now or hereinafter in effect. Except as provided in Sections 14 and 15 of the Plan and Section 9 of this Agreement, this Option may not in any way be amended or terminated without the Optionee's written consent. SECTION 14 FORCE AND EFFECT The various provisions of this Agreement are severable in their entirety. Any determination of invalidity or unenforceability of any one provision shall have no effect on the continuing force and effect of the remaining provisions. SECTION 15 GOVERNING LAW This Agreement shall be construed and enforced in accordance with and governed by the laws of the State of Texas. [THE NEXT FOLLOWING PAGE IS THE SIGNATURE PAGE] 6 IN WITNESS THEREOF, the parties have signed this Agreement as of the date first above written. VARI-LITE INTERNATIONAL, INC. By: --------------------------------- H.R. Brutsche III, President --------------------------------- Optionee EX-4.6 5 EXHIBIT 4.6 VARI-LITE INTERNATIONAL, INC. FORM OF NONQUALIFIED STOCK OPTION AGREEMENT FOR UNAPPROVED OPTIONS GRANTED TO UK EMPLOYEES UNDER THE PARENT PLAN This Agreement, dated as of _______, 199____, is by and between Vari-Lite International, Inc., a Delaware corporation (the "Company") and _____________________ (the "Optionee"). WITNESSETH: WHEREAS, pursuant to the Vari-Lite International, Inc. 1997 Omnibus Plan (the "Plan"), the Company has determined that its interests will be advanced by providing an incentive to the Optionee to acquire a proprietary interest in the Company and, as a stockholder, to share in its success, with added incentive to work effectively for and in the Company's interest; NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein, the parties hereby agree as follows: SECTION 1 GRANT The Company hereby grants to the Optionee, as a matter of separate agreement and not in lieu of salary or any other compensation for services, the right and option (the "Option") to purchase _____________ shares of authorized but unissued Common Stock, $0.10 par value ("Common Stock"), of the Company on the terms and conditions herein set forth in this Agreement. This Option is not intended to constitute an incentive stock option within the meaning of Section 422 of the Internal Revenue Code of 1986, as amended (the "Code"). SECTION 2 PRICE The exercise price per share of the shares of Common Stock subject to this Option shall be equal to the Fair Market Value of the shares as determined under Rule 10 of the Plan on the date of the grant, i.e. $__________ per share. SECTION 3 WHEN EXERCISABLE The Option may be exercised by the Optionee, in whole or part, at any time and from time to time within a period of ten years from the effective time of the IPO (the "Date of Grant"). The Option may not be exercised prior to one year from the Date of Grant. Thereafter, the Option shall become exercisable with respect to 20% of the total shares subject to the Option on each of the five successive anniversaries of the Date of Grant commencing with the first anniversary of the Date of Grant. At any time after five years from the Date of Grant, the Option shall be exercisable in full except to the extent that it has already been exercised. SECTION 4 UK INCOME TAX CONSEQUENCES UPON EXERCISE The exercise of this Option will be subject to a charge to UK income tax. SECTION 5 HOW EXERCISABLE Subject to such administrative regulations as the committee of the Board of Directors of the Company (the "Board") appointed to administer the Plan (the "Committee") may from time to time adopt, the Optionee or beneficiary shall, in order to exercise this Option: (a) give written notice to the Committee of the exercise price and the number of shares which he will purchase and furnish an undertaking to make payment of such exercise price in United States dollars before issuance of such shares; or (b) give written notice to the Committee of the exercise price and the number of shares for which he is requesting approval from the Committee to tender other shares of Common Stock in exchange for Option shares. If a Committee has not been appointed by the Board to administer the Plan, for purposes of this Agreement, "Committee" shall mean the entire Board. Any notice shall include an undertaking to furnish or execute such documents as the Committee in its discretion shall deem necessary (i) to evidence such exercise, in whole or in part, of the Option, (ii) to determine whether registration is then required under the Securities Act of 1933, as amended, or any other law, as then in effect, and (iii) to comply with or satisfy the requirements of the Securities Act of 1933, as amended, or any other law, as then in effect. In addition, if an exercise under paragraph (b) above is requested, the notice shall include an undertaking to tender to the Company (i) promptly after receipt of denial by the Committee of the paragraph (b) request, full payment in United States dollars of the Option exercise price for the shares being purchased hereunder or (ii) promptly after receipt of approval by the Committee of exercise of this Option or portion thereof by payment of Common Stock, full payment in Common Stock in exchange for the shares being purchased hereunder. The Committee shall advise the Optionee (or beneficiary, if applicable) in writing, within 20 business days after receipt by the Committee of notice of exercise by the Optionee (or beneficiary), whether the Committee approves the exchange of Common Stock for Option stock being purchased. The Company must receive full payment in United States dollars or the appropriate number of shares 2 of Common Stock, whichever applies, of the Option exercise price within five business days after the date of the Committee's notice, unless the Committee extends the time of payment. If the Committee approves payment by the Optionee by tendering shares of Common Stock, the Committee may also, upon confirming that the Optionee owns the number of additional shares being tendered, authorize the issuance of a new certificate for the number of shares being acquired pursuant to the exercise of the Option less the number of shares being tendered upon the exercise and return to the Optionee (or not require surrender of) the certificate for the shares being tendered upon the exercise. If the Optionee does not elect or is denied the right to exercise the Option by tendering shares of Common Stock, the Committee may permit the Optionee to exercise the Option by delivering to the Company a properly executed exercise notice together with irrevocable instructions to a broker to promptly deliver to the Company cash or a check payable and acceptable to the Company to pay the Option exercise price; provided that the Optionee and the broker shall comply with such procedures and enter into such agreements of indemnity and other agreements as the Committee shall prescribe as a condition of such payment procedure. SECTION 6 TRANSFER This Option shall not be transferable by the Optionee in any way other than by will and the laws of descent and distribution. During the lifetime of the Optionee, this Option shall be exercisable only by him. Any other attempted assignment, transfer, pledge, hypothecation or other disposition of the Option shall be void and have no effect unless in accordance with the terms set forth herein. SECTION 7 TERMINATION OF OPTION (a) Upon termination of employment or service as a director with the Company and its Subsidiaries of the Optionee for any reason other than death, disability (as defined in Paragraph (c) of this Section 7) or "cause" (as defined in Paragraph (b) of this Section 7), whether by reason of resignation or discharge, the Option shall terminate on the earlier of (i) the date of its expiration under Section 3 or (ii) three months from the date on which the Optionee's employment or service as a director terminated. (b) If the Company terminates the employment or directorship of the Optionee for "cause," the Option shall terminate on the date his employment or directorship is terminated. For purposes of this Agreement, the Optionee's employment or directorship shall be deemed terminated for "cause" if his employment or directorship terminates for (i) willful violation by the Optionee of any rule or regulation that may be established from time to time for the conduct of the Company's business, (ii) failure or inability by the Optionee for any reason to devote his full business time to 3 the Company's business, (iii) gross neglect by the Optionee of the interests of the Company, (iv) breach of fiduciary duty involving personal profit, (v) willful violation by the Optionee of any law, rule or regulation (other than traffic violations or similar minor offenses), or (vi) material breach by the Optionee of any provision of an agreement between Optionee and the Company or its Subsidiaries (as defined in Section 1 of the Plan). (c) The Option shall terminate on the earlier of (i) the date of its expiration under Section 3 or (ii) six months from the date of the Optionee's permanent disability, provided: (i) the Optionee at the time of his disability was in the employ or serving as a director of the Company or any of its Subsidiaries and (ii) the Optionee was entitled to exercise a portion or all of the Option on the day immediately prior to his disability. For purposes of this Agreement, "disability" shall have the meaning set forth in Code Section 22(e)(3). (d) If the Optionee dies (i) while he is employed by or serving as a director of the Company or any of its Subsidiaries, or (ii) after termination of employment or directorship but within the period provided in Paragraph (a) or (c) of this Section 7, the person or persons to whom the Optionee's rights are transferred by will or the laws of descent and distribution may exercise that portion of the Option that is exercisable at the time of death for a period ending on the earlier of (i) the date of its expiration under Section 3 or (ii) six months after the date of death. SECTION 8 WITHHOLDING TAXES The Company shall have the right to retain and withhold from any payment, under the Option, any amount that is to be withheld or otherwise deducted in respect of any taxes (including social insurance charges) arising under the laws of any jurisdiction and paid with respect to such payment (the "Withholding Taxes"). The Company may, by notice to the Optionee and subject to such rules as the Company may adopt, require that the Optionee pay an amount estimated by the Company to cover all or a portion of the Withholding Taxes (the "Estimated Withholding Taxes"). Any reference to Withholding Taxes shall, where appropriate, include a reference to Estimated Withholding Taxes. At its discretion, the Company may require the Optionee, if he receives shares under a nonqualified stock option grant, to reimburse the Company for any Withholding Taxes that are required to be withheld by the Company, and may withhold any distribution in whole or in part until the Company is so reimbursed. In lieu thereof, the Company shall have the right to withhold from any other cash amounts due (or to become due) to the Optionee an amount equal to such Withholding Taxes required to be withheld by the Company to reimburse the Company for any such Withholding Taxes, or the Company may retain and withhold a number of shares of Common Stock having a market value not less than the amount of such Withholding Taxes and cancel (in whole or in part) any shares of Common Stock so withheld in order to reimburse the Company for any such Withholding Taxes. 4 SECTION 9 ADJUSTMENTS TO OPTION (a) Subject to any required action by the Committee and the Company's stockholders, the number of shares provided for in the Option and the exercise price per share thereof may be proportionately adjusted as determined by the Committee for any increase or decrease in the number of issued shares of the Company resulting from the payment of a share dividend, a share split or any transaction which is a "corporate transaction" (as defined in the Treasury regulations promulgated under or applicable to Code Section 424). (b) In the event of a Change of Control (as defined in Section 14 of the Plan), any and all outstanding Options not fully vested shall automatically vest in full and shall be immediately exercisable. The date on which such accelerated vesting and immediate exercisability shall occur shall be the date of the occurrence of the Change of Control. (c) In the event of a change in the Company's shares which is limited to a change of all of its authorized shares with par value into the same number of shares with a different par value or without par value, the shares resulting from any such change shall be deemed to be shares within the meaning of the Plan. (d) Except as herein before expressly provided in Paragraphs (a) and (b) of this Section 9, the Optionee shall have no rights by reason of any subdivision or consolidation of shares of any class or payment of any share dividend or any other increase or decrease in the number of shares of any class or by reason of any dissolution, liquidation, merger, consolidation or spin-off of assets or stock of another corporation, and any issuance by the Company of shares of any class, or securities convertible into shares of any class, shall not affect the Option, and no adjustment by reason thereof shall be made with respect to the number or exercise price of the Company's shares subject to the Option. The grant of the Option shall not affect in any way the right or power of the Company to make adjustments, reclassifications, reorganizations 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. SECTION 10 IMPACT ON OTHER BENEFITS The value of the Option (either on the date of grant of the Option or at the time the shares are vested) shall not be includable as compensation or earnings to the Optionee for purposes of any other benefit plan offered by the Company. 5 SECTION 11 ADMINISTRATION The Committee shall have full authority and discretion (subject only to the express provisions of the Plan) to decide all matters relating to the administration and interpretation of the Plan and this Agreement. All such Committee determinations shall be final, conclusive and binding upon the Company, the Optionee and any and all interested parties. SECTION 12 AGREEMENT TO CONTINUE IN EMPLOYMENT OR SERVICE AS A DIRECTOR Nothing in the Plan or this Agreement shall confer on the Optionee any right to continue in the employ of the Company or any of its Subsidiaries or in the service of the Company as a director or interfere in any way with the right of the Company or any of its Subsidiaries to terminate his employment or directorship at any time. SECTION 13 SUBJECT TO PLAN: AMENDMENT(S) This Agreement and the grant and exercise thereof are subject to the terms of the Plan, as amended, which is incorporated herein by reference and made a part hereof, but the terms of the Plan shall not be considered an enlargement of any benefits under this Agreement. In addition, this Option is subject to any rules and regulations promulgated pursuant to the Plan, now or hereinafter in effect. Except as provided in Sections 14 and 15 of the Plan and Section 9 of this Agreement, this Option may not in any way be amended or terminated without the Optionee's written consent. SECTION 14 FORCE AND EFFECT The various provisions of this Agreement are severable in their entirety. Any determination of invalidity or unenforceability of any one provision shall have no effect on the continuing force and effect of the remaining provisions. SECTION 15 GOVERNING LAW This Agreement shall be construed and enforced in accordance with and governed by the laws of the State of Texas. 6 IN WITNESS THEREOF, the parties have signed this Agreement as of the date first above written. VARI-LITE INTERNATIONAL, INC. By: --------------------------------- H.R. Brutsche III, President --------------------------------- Optionee EX-5.1 6 EXHIBIT 5.1 [Gardere & Wynne, L.L.P. Letterhead] 214-999-3000 February 4, 1999 Vari-Lite International, Inc. 201 Regal Row Dallas, Texas 75247 Gentlemen: We have acted as counsel to Vari-Lite International, Inc., a Delaware corporation (the "Company"), in connection with the registration under the Securities Act of 1933, as amended (the "Securities Act"), on Form S-8 (the "Registration Statement") of 800,000 shares of Common Stock, $0.10 par value ("Common Stock"), of the Company, which are authorized for issuance under the Vari-Lite International, Inc. 1997 Omnibus Plan (the "Omnibus Plan"). We have assisted the Company in the preparation of, and are familiar with, the Registration Statement of the Company to be filed with the Securities and Exchange Commission on February 4, 1999 for the registration under the Securities Act of the 800,000 shares of Common Stock covered by the Omnibus Plan. With respect to the foregoing, we have examined and have relied upon originals or copies, certified or otherwise identified to our satisfaction, of such corporate records, documents, orders, certificates and other instruments as in our judgment are necessary or appropriate to enable us to render the opinion expressed below. Based upon the foregoing, we are of the opinion that the 800,000 shares of Common Stock of the Company which from time to time may be issued under the Omnibus Plan from authorized but unissued shares in accordance with appropriate proceedings of the Board of Directors of the Company or a committee thereof, when so issued and sold at prices in excess of the par value of the Common Stock, in accordance with the respective provisions of the Omnibus Plan and related agreements entered into by the Company, will be duly and validly authorized and issued by the Company and fully paid and nonassessable. Vari-Lite International, Inc. February 4, 1999 Page 2 We hereby consent to the use of this opinion as Exhibit 5.1 to the Registration Statement. In giving this consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act and the rules and regulations of the Securities and Exchange Commission thereunder. Very truly yours, GARDERE & WYNNE, L.L.P. By: /s/ David G. McLane ---------------------------------------- David G. McLane, Partner EX-5.2 7 EXHIBIT 5.2 INTERNAL REVENUE SERVICE DEPARTMENT OF THE TREASURY DISTRICT DIRECTOR 1100 COMMERCE STREET DALLAS, TX 75242 Employer Identification Number: Date: OCT 15 1996 75-2239444 File Folder Number: VARI-LITE HOLDINGS INC 750020241 C/O JOHN A KOBER Person to Contact: BOSWELL & KOBER PC JILL RUTHERFORD 600 N PEARL STREET STE 2230 LB 110 Contact Telephone Number: DALLAS, TX 75201 (214) 767-6023 Plan Name: VARI-LITE HOLDINGS INC EMPLOYEES' STOCK OWNERSHIP PLAN Plan Number: 002 Dear Applicant: We have made a favorable determination of your plan, identified above, based on the information supplied. Please keep this letter in your permanent records. Continued qualification of the plan under its present form will depend on its effect in operation. (See section 1.401-1(b)(3) of the Income Tax Regulations.) We will review the status of the plan in operation periodically. The enclosed document explains the significance of this favorable determination letter, points out some features that may affect the qualified status of your employee retirement plan, and provides information of the reporting requirements for your plan. It also describes some events that automatically nullify it. It is very important that your read the publication. This letter relates only to the status of your plan under the Internal Revenue Code. It is not a determination regarding the effect of other federal or local statutes. This determination letter is applicable for the plan adopted on September 27, 1995. This plan has been mandatorily disaggregated, permissively aggregated, or restructured to satisfy the nondiscrimination requirements. This plan satisfies the nondiscrimination in amount requirement of section 1.401(a)(4)-1(b)(2) of the regulations on the basis of a design-based safe harbor described in the regulations. This letter is issued under Rev. Proc. 93-39 and considers the amendments required by the Tax Reform Act of 1986 except as otherwise specified in this letter. This plan satisfies the nondiscriminatory current availability requirements of section 1.401(a)(4)-4(b) of the regulations with respect to those benefits, rights, and features that are currently available to all employees in the plan's coverage group. For this purpose, the plan's coverage group consists of those employees treated as currently benefiting for purposes of demonstrating that the plan satisfies the minimum coverage requirements of -2- VARI-LITE HOLDINGS INC section 410(b) of the Code. This letter may not be relied upon with respect to whether the plan satisfies the qualification requirements as amended by the Uruguay Round Agreements Act, Pub. L. 103-465. We have sent a copy of this letter to your representative as indicated in the power of attorney. If you have questions concerning this matter, please contact the person whose name and telephone number are shown above. Sincerely yours, /s/ Bobby E. Scott Bobby E. Scott District Director Enclosures: Publication 794 Reporting & Disclosure Guide for Employee Benefit Plans EX-23.1 8 EXHIBIT 23.1 INDEPENDENT AUDITORS' CONSENT We consent to the incorporation by reference in this Registration Statement of Vari-Lite International, Inc. on Form S-8 of our report dated November 20, 1998 (December 21, 1998, as to Note P) appearing in the Annual Report on Form 10-K of Vari-Lite International, Inc. for the year ended September 30, 1998 which is part of this Registration Statement. /s/ DELOITTE & TOUCHE LLP Dallas, Texas February 4, 1999 -----END PRIVACY-ENHANCED MESSAGE-----