-----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, T87hFX4E3YFScmX7s7Ort2pGfRNDwcfFmrzXmEFQgELEEsSbh8D48PH2CBvyEoUS 8Hb/BiE2iZWXaXYX4psXQQ== 0000930661-97-000490.txt : 19970303 0000930661-97-000490.hdr.sgml : 19970303 ACCESSION NUMBER: 0000930661-97-000490 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 19970228 EFFECTIVENESS DATE: 19970228 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: WISER OIL CO CENTRAL INDEX KEY: 0000107874 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] IRS NUMBER: 550522128 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-22525 FILM NUMBER: 97547335 BUSINESS ADDRESS: STREET 1: 8115 PRESTON RD STE 400 CITY: DALLAS STATE: TX ZIP: 75225 BUSINESS PHONE: 2142650080 MAIL ADDRESS: STREET 1: 8115 PRESTON ROAD STREET 2: SUITE 400 CITY: DALLAS STATE: TX ZIP: 75225 S-8 1 FORM S-8 As filed with the Securities and Exchange Commission on February 28, 1997 Registration No. 333- __________ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ------------------------ FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ----------------------- THE WISER OIL COMPANY (Exact name of registrant as specified in its charter) Delaware 55-0522128 (State or other jurisdiction (I.R.S. Employer Identification No.) of incorporation or organization) 8115 Preston Road, Suite 400 Dallas, Texas 75225 (Address of Principal Executive Offices) (Zip Code) ----------------------- THE WISER OIL COMPANY 1991 NON-EMPLOYEE DIRECTORS' STOCK OPTION PLAN (Full title of the Plan) ----------------------- Andrew J. Shoup, Jr. Copy to: President and Chief Executive Officer Kenn W. Webb The Wiser Oil Company Thompson & Knight, 8115 Preston Road A Professional Corporation Suite 400 1700 Pacific Avenue, Suite 3300 Dallas, Texas 75225 Dallas, Texas 75201 Name and address of agent for service) (214) 969-1700 (214) 265-0080 (Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE - -------------------------------------------------------------------------------- Title of Proposed Proposed maximum Amount securities Amount maximum aggregate of to be to be offering price offering registration registered registered (1) per share (2) price (2) fee - -------------------------------------------------------------------------------- Common Stock 35,000 $19.25 $673,750.00 $204.17 par value $3.00 shares per share - --------------------------------------------------------------------------------
(1) Pursuant to Rule 416, shares issuable upon any stock split, stock dividend or similar transaction with respect to these shares are also being registered hereunder. (2) Estimated solely for the purpose of determining the registration fee pursuant to Rule 457(h) on the basis of the average of the high and low prices for the Common Stock ($19 1/4) as reported in the consolidated reporting system on February 27, 1997. (3) This registration statement also covers an equal number of preferred stock purchase rights pursuant to The Wiser Oil Company's Rights Agreement, which rights will be transferable only with related shares of Common Stock. Documents Incorporated by Reference - ----------------------------------- The contents of the Registration Statement (the "Prior Registration Statement") of The Wiser Oil Company (the "Registrant") on Form S-8, Registration No. 33-44172, filed with the Securities and Exchange Commission on November 25, 1991, including the documents incorporated by reference therein, are incorporated by reference into this Registration Statement including: (1) The Registrant's Annual Report on Form 10-K for the fiscal year ended December 31,1995; and (2) The Registrant's Quarterly Reports on Form 10-Q for the quarters ended March 31, 1996, June 30,1996 and September 30, 1996. All documents filed by the Registrant with the Securities and Exchange Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934 subsequent to the date of this Registration Statement and prior to the termination of the offering to which it relates shall be deemed to be incorporated by reference into this Registration Statement and to be a part hereof from the date of filing of such documents. Amendment to Plan - ----------------- As of February 20, 1996, the Board of Directors of the Registrant adopted an amendment to the Registrant's 1991 Non-Employee Directors' Stock Option Plan (the "Plan") that increased from 30,000 to 65,000 the aggregate number of shares of the Registrant's Common Stock, par value $3.00 per share, reserved for issuance under the Plan. This amendment was approved by the stockholders of the Registrant on May 20, 1996. Exhibits - -------- In addition to the exhibits filed or incorporated by reference into the Prior Registration Statement, the following documents are filed as exhibits to this Registration Statement: 5.1 Opinion of Thompson & Knight, A Professional Corporation. 23.1 Consent of Arthur Andersen, L.L.P., independent public accountants, to incorporation of report by reference. 23.2 Consent of Thompson & Knight, A Professional Corporation (included in the opinion filed herewith as Exhibit 5.1). 99.1 The Wiser Oil Company 1991 Non-Employee Stock Option Plan, as amended. -2- 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 and State of Texas on the 27th day of February, 1997. THE WISER OIL COMPANY By: /s/ ANDREW J. SHOUP, JR. ------------------------------------- Andrew J. Shoup, Jr., 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. The undersigned persons hereby constitute and appoint Andrew J. Shoup, Jr. and Lawrence J. Finn, or either of them, as our true and lawful attorneys-in-fact with full power to execute in our name and on our behalf in the capacities indicated below any and all amendments to this Registration Statement to be filed with the Securities and Exchange Commission and hereby ratify and confirm all that such attorneys-in-fact shall lawfully do or cause to be done by virtue hereof.
Signature Capacity Date --------- -------- ---- /s/ ANDREW J. SHOUP, JR. President, Chief Executive Officer, - ---------------------------- and Director February 27, 1997 Andrew J. Shoup, Jr. /s/ PAUL D. NEUENSCHWANDER Director February 27, 1997 - ---------------------------- Paul D. Neuenschwander /s/ C. FRAYER KIMBALL, III Director February 27, 1997 - ---------------------------- C. Frayer Kimball, III /s/ HOWARD D. HAMILTON Director February 27, 1997 - ---------------------------- Howard D. Hamilton /s/ A. W. SCHENCK, III Director February 27, 1997 - ---------------------------- A. W. Schenck, III /s/ JOHN W. CUSHING, III Director February 27, 1997 - ---------------------------- John W. Cushing, III /s/ LORNE H. LARSON Director February 27, 1997 - ---------------------------- Lorne H. Larson /s/ JON L. MOSLE, JR. Director February 27, 1997 - ---------------------------- Jon L. Mosle, Jr. /s/ LAWRENCE J. FINN Vice President Finance and Chief February 27, 1997 - ---------------------------- Financial Officer (principal Lawrence J. Finn financial and accounting officer)
-3- INDEX TO EXHIBITS
Exhibit Number Exhibit -------------- ------- 5.1 Opinion of Thompson & Knight, A Professional Corporation. 23.1 Consent of Arthur Andersen, L.L.P., independent accountants, to incorporation of report by reference. 23.2 Consent of Thompson & Knight, A Professional Corporation (included in the opinion filed herewith as Exhibit 5.1). 99.1 The Wiser Oil Company 1991 Non-Employee Directors' Stock Option Plan, as amended.
EX-5.1 2 OPINION OF THOMPSON AND KNIGHT EXHIBIT 5.1 (214) 969-1378 February 26, 1997 The Wiser Oil Company 8115 Preston Road Suite 400 Dallas, Texas 75205 Re: 1991 Non-Employee Directors' Stock Option Plan Registration Statement on Form S-8 Dear Sirs and Madams: We are counsel for The Wiser Oil Company, a Delaware corporation (the "Company"), and have acted as such in connection with the registration under the Securities Act of 1933, as amended (the "Securities Act"), of an additional 35,000 shares of the Company's Common Stock, par value $3.00 per share (the "Shares"), for issuance under The Wiser Oil Company 1991 Non-Employee Directors' Stock Option Plan, as amended (the "Plan"). We have participated in the preparation of the Company's Registration Statement on Form S-8 (the "Registration Statement"), filed with the Securities and Exchange Commission, relating to the registration of the Shares under the Securities Act. In connection with the foregoing, we have examined the originals or copies, certified or otherwise authenticated to our satisfaction, of the Plan, the Registration Statement and such corporate records of the Company, certificates of officers of the Company, and other instruments and documents as we have deemed necessary to require as a basis for the opinion hereinafter expressed. We are familiar with the corporate proceedings of the Company relating to the authorization of the proposed issuance of the Shares pursuant to the Plan. Based upon the foregoing and in reliance thereon, we advise you that in our opinion the Shares, when issued and delivered in accordance with the provisions of the Plan, will be legally issued, fully paid and nonassessable. We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to all references to our firm in the Registration Statement. The foregoing, however, shall not constitute "consent" to the use of our name as experts as provided for in Sections 7 and 11 of the Securities Act or the rules or regulations of the Securities and Exchange Commission thereunder. Respectfully submitted, THOMPSON & KNIGHT, A Professional Corporation By: /s/ KENN W. WEBB ------------------------------------ Kenn W. Webb, Attorney EX-23.1 3 CONSENT OF ARTHUR ANDERSEN EXHIBIT 23.1 CONSENT OF ARTHUR ANDERSEN LLP As independent public accountants, we hereby consent to the incorporation by reference in this registration statement on Form S-8 of our report dated February 22, 1996, included in The Wiser Oil Company's Form 10-K for the year ended December 31, 1995, and to all references to our Firm included in this registration statement. /s/ ARTHUR ANDERSEN LLP ARTHUR ANDERSEN LLP Dallas, Texas February 26, 1997 EX-99.1 4 EMPLOYEE STOCK OPTION PLAN EXHIBIT 99.1 THE WISER OIL COMPANY 1991 NON-EMPLOYEE DIRECTORS' STOCK OPTION PLAN AS AMENDED FEBRUARY 20, 1996 The purposes of the 1991 Non-Employee Directors' Stock Option Plan (the "Plan") are to promote the long-term success of The Wiser Oil Company (the "Company") by creating a long-term mutuality of interests between the non- employee Directors and stockholders of the company, to provide an additional inducement for such Directors to remain with the Company and to provide a means through which the company may attract able persons to serve as Directors of the company. SECTION 1 ADMINISTRATION The Plan shall be administered by a Committee (the "Committee") appointed by the Board of Directors of the Company (the "Board") and consisting of not less than two members of the Board. The Committee shall keep records of action taken at its meetings. A majority of the Committee shall constitute a quorum at any meeting, and the acts of a majority of the members present at any meeting at which a quorum is present, or acts approved in writing by a majority of the Committee, shall be the acts of the Committee. The Committee shall interpret the 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 Committee, which shall be final and binding. Notwithstanding the above, the selection of the Directors to whom stock options are to be granted, the timing of such grants, the number of shares subject to any stock option, the exercise price of any stock option, the periods during which any stock option may be exercised and the term of any stock option shall be as hereinafter provided, and the Committee shall have no discretion as to such matters. SECTION 2 SHARES AVAILABLE UNDER THE PLAN The aggregate number of shares which may be issued or delivered and as to which grants of stock options may be made under the Plan is 65,000 shares of ------ the Common Stock, $3.00 par value, of the Company (the "Common Stock"), subject to adjustment and substitution as set forth in Section 5. If any stock option granted under the Plan is cancelled by mutual consent or terminates or expires for any reason without having been exercised in full, the number of shares subject thereto shall again be available for purposes of the Plan. The shares which may be issued or delivered under the Plan may be either authorized but unissued shares or reacquired shares or partly each, as shall be determined from time to time by the Board. 1 SECTION 3 GRANT OF STOCK OPTIONS On the first business day following the day of each annual meeting of the stockholders of the Company, each person who is then a member of the Board and who is not then an employee of the Company or any of its subsidiaries (a "non-employee Director") shall automatically and without further action by the Board or the Committee be granted a "nonstatutory stock option" (i.e., a stock option which does not qualify under Section 422 or 423 of the Internal Revenue Code of 1986 (the "Code")) to purchase 750 shares of Common Stock, subject to adjustment and substitution as set forth in Section 5. If the number of shares then remaining available for the grant of stock options under the Plan is not sufficient for each non-employee Director to be granted an option for 750 shares (or the number of adjusted or substituted shares pursuant to Section 5), then each non-employee Director shall be granted an option for a number of whole shares equal to the number of shares then remaining available divided by the number of non-employee Directors, disregarding any fractions of a share. SECTION 4 TERMS AND CONDITIONS OF STOCK OPTIONS Stock options granted under the Plan shall be subject to the following terms and conditions: 2 (A) The purchase price at which each stock option may be exercised (the "option price") shall be one hundred percent (100%) of the fair market value per share of the Common Stock covered by the stock option on the date of grant, determined as provided in Section 4(G). (B) The option price for each stock option shall be paid in full upon exercise and shall be payable in cash in United States dollars (including check, bank draft or money order), which may include cash forwarded through a broker or other agent-sponsored exercise or financing program; provided, however, that in lieu of such cash the person exercising the stock option may pay the option price in whole or in part by delivering to the Company shares of the Common Stock having a fair market value on the date of exercise of the stock option, determined as provided in Section 4(G), equal to the option price for the shares being purchased; except that (i) any portion of the option price representing a fraction of a share shall in any event be paid in cash and (ii) no shares of the Common Stock which have been held for less than one year may be delivered in payment of the option price of a stock option. If the person exercising a stock option participates in a broker or other agent-sponsored exercise or financing program, the Company will cooperate with all reasonable procedures of the broker or other agent to permit participation by the person exercising the stock option in the exercise or financing program. Notwithstanding any procedure of the broker or other agent-sponsored exercise or financing program, if the option price is paid in cash, the exercise of the stock option shall not be deemed to occur and no shares of the Common Stock will be issued or delivered until the Company has received full payment in cash (including check, bank draft or money order) for the option price from the broker or other agent. The date of exercise of a stock option shall be determined under procedures established by the Committee, and as of the date of exercise the person exercising the stock option shall be considered for all purposes to be the owner of the shares with respect to which the stock option has been exercised. Payment of the option price with shares shall not increase the number of shares of the Common Stock which may be issued or delivered under the Plan as provided in Section 2. (C) No stock option shall be exercisable during the first six months of its term except in case of death as provided in Section 4(E). Subject to the terms of Section 4(E) providing for earlier termination of a stock option, no stock option shall be exercisable after the expiration of five years from the date of grant. A stock option to the extent exercisable at any time may be exercised in whole or in part. 3 (D) No stock option shall be transferable by the grantee otherwise than by Will, or if the grantee dies intestate, by the laws of descent and distribution of the state of domicile of the grantee at the time of death. All stock options shall be exercisable during the lifetime of the grantee only by the grantee or the grantee's guardian or legal representative. (E) If a grantee ceases to be a Director of the Company, any outstanding stock options held by the grantee shall be exercisable and shall terminate, according to the following provisions: (i) If a grantee ceases to be a Director of the Company for any reason other than resignation, removal for cause or death, any then outstanding stock option held by such grantee shall be exercisable by the grantee (but only to the extent exercisable by the grantee immediately prior to ceasing to be a Director) at any time prior to the expiration date of such stock option or within one year after the date the grantee ceases to be a Director, whichever is the shorter period; (ii) If during his term of office as a Director a grantee resigns from the Board or is removed from office for cause, any outstanding stock option held by the grantee which is not exercisable by the grantee immediately prior to resignation or removal shall terminate as of the date of resignation or removal, and any outstanding stock option held by the grantee which is exercisable by the grantee immediately prior to resignation or removal shall be exercisable by the grantee at any time prior to the expiration date of such stock option or within 90 days after the date of resignation or removal, whichever is the shorter period; (iii) Following the death of a grantee during service as a Director of the Company, any outstanding stock option held by the grantee at the time of death (whether or not exercisable by the grantee immediately prior to death) shall be exercisable by the person entitled to do so under the Will of the grantee, or, if the grantee shall fail to make testamentary disposition of the stock option or shall die intestate, by the legal representative of the grantee at any time prior to the expiration date of such stock option or within two years after the date of death, whichever is the shorter period; (iv) Following the death of a grantee after ceasing to be a Director and during a period when a stock option is exercisable, any outstanding stock option held by the grantee at the time of death shall be exercisable by such person entitled to do so under the Will of the grantee or by such legal representative at any time prior to the expiration date of such stock option or within one year after the date of death, whichever is the shorter period. For purposes of this Plan, a Director shall be deemed to ------------------------------------------------------------ have been removed "for cause" if such Director is removed from -------------------------------------------------------------- office because of any act of (a) fraud or intentional ----------------------------------------------------- misrepresentation or (b) embezzlement, misappropriation or ---------------------------------------------------------- conversion of assets or opportunities of the Company or any ----------------------------------------------------------- direct or indirect subsidiary of the Company. --------------------------------------------- 4 (F) All stock options shall be confirmed by an agreement, or an amendment thereto, which shall be executed on behalf of the Company by the Chief Executive Officer (if other than the President), the President or any Vice President and by the grantee. (G) Fair market value of the Common Stock shall be the mean between the following prices, as applicable, for the date as of which fair market value is to be determined as quoted in The Wall Street --- ---- ------ Journal (or in such other reliable publication as the Committee, in its ------- discretion, may determine to rely upon): (a) if the Common Stock is listed on the New York Stock Exchange, the highest and lowest sales prices per share of the Common Stock as quoted in the NYSE-Composite Transactions listing for such date, (b) if the Common Stock is not listed on such exchange, the highest and lowest sales prices per share of Common Stock for such date on (or on any composite index including) the principal United States securities exchange registered under the Securities Exchange Act of 1934 (the "1934 Act") on which the Common Stock is listed, or (c) if the Common Stock is not listed on any such exchange, the highest and lowest sales prices per share of the Common Stock for such date on the National Association of Securities Dealer Automated Quotations System or any successor system then in use ("NASDAQ"). If there are no such sale price quotations for the date as of which fair market value is to be determined but there are such sale price quotations within a reasonable period both before and after such date, then fair market value shall be determined by taking a weighted average of the means between the highest and lowest sales prices per share of the Common Stock as so quoted on the nearest date before and the nearest date after the date as of which fair market value is to be determined. The average should be weighted inversely by the respective numbers of trading days between the selling dates and the date as of which fair market value is to be determined. If there are no such sale price quotations on or within a reasonable period both before and after the date as of which fair market value is to be determined, then fair market value of the Common Stock shall be the mean between the bona fide bid and asked prices per share of Common Stock as so quoted for such date on NASDAQ, or if none, the weighted average of the means between such bona fide bid and asked prices on the nearest trading date before and the nearest trading date after the date as of which fair market value is to be determined, if both such dates are within a reasonable period. The average is to be determined in the manner described above in this Section 4(G). If the fair market value of the Common Stock cannot be determined on the basis previously set forth in this Section 4(G) for the date as of which fair market value is to be determined, the Committee shall in good faith determine the fair market value of the Common Stock on such date. Fair market value shall be determined without regard to any restriction other than a restriction which, by its terms, will never lapse. (H) The obligation of the Company to issue or deliver shares of the Common Stock under the Plan shall be subject to (i) the effectiveness of a registration statement under the Securities Act of 1933, as amended, with respect to such shares, if deemed necessary or appropriate by counsel for the Company, (ii) the condition that the shares shall have been listed (or authorized for listing upon official notice of issuance) upon each stock exchange, if any, on which the Common Stock shares may then be listed and (iii) all other applicable laws, regulations, rules and orders which may then be in effect. Subject to the foregoing provisions of this Section 4 and the other provisions of the Plan, any stock option granted under the Plan may be subject to such restrictions and other terms and conditions if any, as shall be determined, in its discretion, by the Committee and set forth in the agreement referred to in Section 4(F), or an amendment thereto. 5 SECTION 5 ADJUSTMENT AND SUBSTITUTION OF SHARES If a dividend or other distribution shall be declared upon the Common Stock payable in shares of the Common Stock the number of shares of the Common Stock set forth in Section 3, the number of shares of the Common Stock then subject to any outstanding stock options and the number of shares of the Common Stock which may be issued or delivered under the Plan but are not then subject to outstanding stock options shall be adjusted by adding thereto the number of shares of the Common Stock which would have been distributable thereon if such shares had been outstanding on the date fixed for determining the stockholders entitled to receive such stock dividend or distribution. If the outstanding shares of the Common Stock shall be changed into or exchangeable for a different number or kind of shares of stock or other securities of the Company or another corporation, whether through reorganization, reclassification, recapitalization, stock split-up, combination of shares, merger or consolidation, then there shall be substituted for each shares of the Common Stock set forth in Section 3, for each share of the Common Stock subject to any then outstanding stock option, and for each share of the Common Stock which may be issued or delivered under the Plan but which is not then subject to any outstanding stock option, the number and kind of shares of stock or other securities into which each outstanding share of the Common Stock shall be so changed or for which each such share shall be exchangeable. In case of any adjustment or substitution as provided for in this Section 5, the aggregate option price for all shares subject to each then outstanding stock option prior to such adjustment or substitution shall be the aggregate option price for all shares of stock or other securities (including any fraction) to which such shares shall have been adjusted or which shall have been substituted for such shares. Any new option price per share shall be carried to at least three decimal places with the last decimal place rounded upwards to the nearest whole number. No adjustment or substitution provided for in this Section 5 shall require the Company to issue or deliver or sell a fraction of a share or other security. Accordingly, all fractional shares or other securities which result from any such adjustment or substitution shall be eliminated and not carried forward to any subsequent adjustment or substitution. 6 SECTION 6 EFFECT OF THE PLAN ON THE RIGHTS OF COMPANY AND STOCKHOLDERS Nothing in the Plan, in any stock option granted under the Plan, or in any stock option agreement shall confer any right to any person to continue as a Director of the company or interfere in any way with the rights of the stockholders of the Company or the Board of Directors to elect and remove Directors. SECTION 7 AMENDMENT AND TERMINATION The right to amend the Plan at any time and from time to time and the right to terminate the Plan at any time are hereby specifically reserved to the Board; provided always that no such termination shall terminate any outstanding stock options granted under the Plan; and provided further that no amendment of the Plan shall (a) be made without stockholder approval if stockholder approval of the amendment is at the time required for stock options under the Plan to qualify for the exemption from Section 16(b) of the 1934 Act provided by Rule 16b-3 or by the rules of the NASDAQ National Market System or any stock exchange on which the Common Stock may then be listed, (b) amend more than once every six months the provisions of the Plan relating to the selection of the Directors to whom stock options are to be granted, the timing of such grants, the number of shares subject to any stock option, the exercise price of any stock option, the periods during which any stock option may be exercised and the term of any stock option other than to comport with changes in the Code or the rules and regulations thereunder or (c) otherwise amend the Plan in any manner that would cause stock options under the Plan not to qualify for the exemption provided by Rule 16b-3. No amendment or termination of the Plan shall, without the written consent of the holder of a stock option theretofore awarded under the Plan, adversely affect the rights of such holder with respect thereto. Notwithstanding anything contained in the preceding paragraph or any other provision of the Plan or any stock option agreement, the Board shall have the power to amend the Plan in any manner deemed necessary or advisable for stock options granted under the Plan to qualify for the exemption provided by Rule 16b-3 (or any successor rule relating to exemption from Section 16(b) of the 1934 Act), and any such amendment shall, to the extent deemed necessary or advisable by the Board, be applicable to any outstanding stock options theretofore granted under the plan notwithstanding any contrary provisions contained in any stock option agreement. In the event of any such amendment to the Plan, the holder of any stock option outstanding under the Plan shall, upon request of the Committee and as a condition to the exercisability of such option, execute a conforming amendment in the form prescribed by the Committee to the stock option agreement referred to in Section 4(F) within such reasonable time as the Committee shall specify in such request. SECTION 8 EFFECTIVE DATE AND DURATION OF PLAN The effective date and date of adoption of the Plan shall be July 1, 1991, the date of adoption of the Plan by the Board, provided that on or prior to June 30, 1992 such adoption of the Plan by the Board is approved by the affirmative vote of the holders of at least a majority of the outstanding shares of voting 7 stock of the company represented in person or by proxy at a duly called and convened meeting of such holders. Notwithstanding any other provisions contained in the Plan, no stock option granted under the Plan may be exercised until after such stockholder approval. No stock option may be granted under the Plan subsequent to June 30, 2001. ------------- 8 -----END PRIVACY-ENHANCED MESSAGE-----