-----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, TU0zwY+OwHM4ofTbNkbkn/H1f1JWTc9tthDEXZVdN7bts57nnNrRWdgihIVPdMRu fbRqEShw8fGRxb0jNLv2Nw== 0000906504-00-000006.txt : 20000229 0000906504-00-000006.hdr.sgml : 20000229 ACCESSION NUMBER: 0000906504-00-000006 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 20000228 EFFECTIVENESS DATE: 20000228 FILER: COMPANY DATA: COMPANY CONFORMED NAME: BONTEX INC CENTRAL INDEX KEY: 0000041052 STANDARD INDUSTRIAL CLASSIFICATION: CONVERTED PAPER & PAPERBOARD PRODS (NO CONTAINERS/BOXES) [2670] IRS NUMBER: 221427551 STATE OF INCORPORATION: VA FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: S-8 SEC ACT: SEC FILE NUMBER: 333-31244 FILM NUMBER: 555392 BUSINESS ADDRESS: STREET 1: ONE BONTEX DR CITY: BUENA VISTA STATE: VA ZIP: 24416-0500 BUSINESS PHONE: 5402612181 MAIL ADDRESS: STREET 1: PO BOX 751 CITY: BUENA VISTA STATE: VA ZIP: 24416 FORMER COMPANY: FORMER CONFORMED NAME: GEORGIA BONDED FIBERS INC DATE OF NAME CHANGE: 19920703 S-8 1 REGISTRATION STATEMENT FORM S-8 FOR BONTEX, INC. As filed with the Securities and Exchange Commission on February 28, 2000 Registration No. 333- - ------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ----------------------------- FORM S-8 Registration Statement Under The Securities Act of 1933 ----------------------------- BONTEX, INC. (Exact name of registrant as specified in its charter) Virginia 54-0571303 (State of other jurisdiction of (I.R.S. Employer Identification No.) incorporation or organization) One Bontex Drive Buena Vista, Virginia 24416 (540) 261-2181 (Address, including zip code, and telephone number, including area code, of registrant's principal executive offices) ----------------------------- BONTEX, INC. KEY EMPLOYEE STOCK OPTION PLAN (full title of the Plan) ----------------------------- JAMES C. KOSTELNI President and Chief Executive Officer BONTEX, INC. One Bontex Drive Buena Vista, Virginia 24416 (540) 261-2181 (Name, address, including zip code, and telephone number, including area code, of agent for service) ----------------------------- Copy to: NICHOLAS C. CONTE, ESQ. NICOLE C. DANIEL, ESQ. WOODS, ROGERS & HAZLEGROVE, P.L.C. First Union Tower, Suite 1400 10 South Jefferson Street Roanoke, Virginia 24011 (540) 983-7537
================================================================================================ Calculation of Registration Fee - ------------------------------------------------------------------------------------------------ Amount to be Proposed Proposed Registered (1) Maximum Maximum Title of Securities Offering Price Aggregate Amount of to be Registered per Share (2) Offering Price Registration Fee - ------------------------------------------------------------------------------------------------ Common Stock, $.10 par value 60,000 shares $2.407 $144,420 $38.13 ================================================================================================ (1) Subject to being increased pursuant to antidilution provisions of the Employees' Stock Option Plan to reflect automatically, when applicable, any subsequent stock split, stock dividend or similar event. (2) Estimated solely for the purpose of calculating registration fee. Based on the average of the high and low prices of Company common stock reported on the Nasdaq Stock Market on February 23, 2000. ================================================================================================
2 EXPLANATORY NOTE This Registration Statement relates to 60,000 shares of Bontex, Inc. Common Stock, $.10 par value, to be offered and sold pursuant to the Bontex, Inc. Key Employee Stock Option Plan. PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT ITEM 3: INCORPORATION OF DOCUMENTS BY REFERENCE. The following documents filed by the Registrant with the Securities and Exchange Commission are incorporated herein by reference in this registration statement: (a) Our Annual Report on Form 10-K for the fiscal year ended June 30, 1999. (b) Our Quarterly Reports on Form 10-Q for the quarters ended September 30, 1999, and December 31, 1999. (c) The description of our $.10 par value common stock contained in our Registration Statement on Form 10 dated December 19, 1972 (Georgia Bonded Fibers), including any amendments filed for the purpose of updating such description. (d) The description of our preferred stock purchase rights contained in our registration statement on Form 8-A filed with the Securities and Exchange Commission on January 12, 1998 under Section 12 of the Exchange Act, including any amendment or report filed for the purpose of updating such description. All documents subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date hereof and prior to the filing of a post-effective amendment which indicates that all securities offered hereby have been sold or which deregisters all securities offered hereby then unsold, shall be deemed to be incorporated by reference herein and to be a part hereof from the date of filing of such documents. ITEM 4: DESCRIPTION OF SECURITIES. Not applicable. 3 ITEM 5: INTEREST OF NAMED EXPERTS AND COUNSEL. None. ITEM 6: INDEMNIFICATION OF DIRECTORS AND OFFICERS OF THE COMPANY. Section 13.1-692.1 of the Code of Virginia, 1950, as amended, places a limitation on the liability of officers and directors of a corporation in any proceeding brought by or in the right of the corporation or brought by or on behalf of shareholders of the corporation. The damages assessed against an officer or director arising out of a single transaction, occurrence, or course of conduct shall not exceed the greater of $100,000 or the amount of cash compensation received by the officer or director from the corporation during the 12 months immediately preceding the act or omission for which liability was imposed. The statute also authorizes the corporation, in its articles of incorporation or, if approved by the shareholders, in its bylaws, to provide for a different specific monetary limit on, or to eliminate entirely, liability. The liability of an officer or director shall not be limited if the officer or director engaged in willful misconduct or a knowing violation of the criminal law or any federal or state securities law. The Company's Articles of Incorporation contain a provision which eliminates, to the full extent that the laws of the Commonwealth of Virginia permit, the liability of an officer or director of the Company to the corporation or its shareholders for monetary damages for any breach of duty as a director or officer. The Company's Articles of Incorporation also require the Company to indemnify any director or officer who is or was a party to a proceeding, including a proceeding by or in the right of the corporation, by reason of the fact that he is or was such a director or officer or is or was serving at the request of the Company as a director, officer, employee or agent of another entity. Directors and officers of the Company are entitled to be indemnified against all liabilities and expenses incurred by the director or officer in the proceeding, except such liabilities and expenses as are incurred because of his or her willful misconduct or knowing violation of the criminal law. Unless a determination has been made that indemnification is not permissible, a director or officer also is entitled to have the Company make advances and reimbursement for expenses prior to final disposition of the proceeding upon receipt of a written undertaking from the director or officer to repay the amounts advanced or reimbursed if it is ultimately determined that he or she is not entitled to indemnification. The Board of Directors of the Company also has the authority to extend to employees, agents, and other persons serving at the request of the Company the same indemnification rights held by directors and officers, subject to all of the accompanying conditions and obligations. Virginia Code Section 13.1-700.1 permits a court, upon application of a director or officer, to review the Company's determination as to a director's or officer's request for advances, 4 reimbursement or indemnification. If it determines that the director or officer is entitled to such advances, reimbursement or indemnification, the court may order the Company to make advances and/or reimbursement for expenses or to provide indemnification, in which case the court shall also order the Company to pay the officer's or director's reasonable expenses incurred to obtain the order. With respect to a proceeding by or in the right of the corporation, the court may order indemnification to the extent of the officer's or director's reasonable expenses if it determines that, considering all the relevant circumstances, the officer or director is entitled to indemnification even though he or she was adjudged liable, and may also order the Company to pay the officer's and director's reasonable expenses incurred to obtain the order. The Company has the power to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the Company, or is or was serving at the request of the Company as a director, officer, employee or agent of another entity, against any liability asserted against or incurred by such person, in any such capacity or arising from his or her status as such, whether or not the Company would have the power to indemnify such person against such liability under the Articles of Incorporation. The Company maintains a directors' and officers' legal liability insurance policy in the amount of $5,000,000, issued by Federal Insurance Company. The policy provides coverage up to 100% of its face amount, subject to certain deductible or retention amounts. In general, the policy insures: o the Company's directors and officers against losses by reason of their wrongful acts, and/or o the Company against claims against the directors and officers by reasons of their wrongful acts for which the Company is required to indemnify or pay, all as such terms are defined in the policy and subject to the terms, conditions and exclusions contained therein. ITEM 7: EXEMPTION FROM REGISTRATION. Not applicable. ITEM 8: EXHIBITS. The exhibits to the Registration Statement are listed in the Exhibit Index elsewhere herein. 5 ITEM 9: UNDERTAKINGS. (a) The undersigned Registrant hereby undertakes: (1) to file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement: (i) to include any prospectus required by Section 10(a)(3) of the Securities Act; (ii) to reflect in the prospectus any facts or events arising after the effective date of the Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the Registration Statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective registration statement; (iii) to include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or material change to such information in the Registration Statement; provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the Registration Statement is on Form S-3, Form S-8 or Form F-3, and the information required to be included in the post-effective amendment to those paragraphs is contained in periodic reports filed by the Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in this Registration Statement. (2) that, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new Registration Statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (3) to remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. 6 (b) The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Registrant's annual report pursuant to Section 13(a) or 15(d) of the Exchange Act that is incorporated by reference in the Registration Statement shall be deemed to be a new Registrant Statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (h) Insofar as indemnification for liabilities arising under the Securities Act 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 Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer, or controlling persons of the Registrant in the successful defense of any action, suit or proceedings) 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 to question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue. EXHIBITS Exhibit No. Description 4(a) Amended and Restated Articles of Incorporation of the Company, as amended (incorporated herein by reference to Exhibit No. (iii) of Form 10-Q for the fiscal quarter ended December 31, 1996) 4(b) Amended and Restated Bylaws of Bontex, Inc. (incorporated herein by reference to Exhibit No. 3(i) of Form 10-Q for quarter ended March 31, 1998) 4(c) Key Employee Stock Option Plan of Bontex, Inc. 7 5 Opinion of Woods, Rogers & Hazlegrove, P.L.C. with respect to legality of securities registered 23(a) Consent of Woods, Rogers & Hazlegrove, P.L.C. (included in Exhibit (5)) 23(b) Consent of KPMG LLP 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 Buena Vista, Commonwealth of Virginia, on February 28, 2000. BONTEX, INC. By:s/James C. Kostelni James C. Kostelni 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 indicated as of February 28, 2000. Signature Date: s/James C. Kostelni February 28, 2000 - ---------------------- ----------------- James C. Kostelni Chairman of the Board, President and Chief Executive Officer Director s/Jeffrey C. Kostelni February 28, 2000 - ---------------------- ----------------- Jeffrey C. Kostelni Treasurer and Chief Financial Officer Director 8 s/Charles W. J. Kostelni February 28, 2000 - ------------------------ ----------------- Charles W. J. Kostelni Corporate Controller and Corporate Secretary s/Larry E. Morris February 28, 2000 - ---------------------- ----------------- Larry E. Morris Technical Sales Director s/Patricia S. Tischio February 28, 2000 - ---------------------- ----------------- Patricia S. Tischio Director s/William J. Binnie February 28, 2000 - ---------------------- ----------------- William J. Binnie Director s/William B. D'Surney February 28, 2000 - ---------------------- ----------------- William B. D'Surney Director s/Frank B. Mayorshi February 28, 2000 - ---------------------- ----------------- Frank B. Mayorshi Director s/Joseph F. Raffetto February 28, 2000 - ---------------------- ----------------- Joseph F. Raffetto Director s/Robert J. Weeks February 28, 2000 - ---------------------- ----------------- Robert J. Weeks Director 9 EXHIBIT INDEX Exhibit No. Description 4(a) Amended and Restated Articles of Incorporation of the Company, as amended (incorporated herein by reference to Exhibit No. (iii) of Form 10-Q for the fiscal quarter ended December 31, 1996) 4(b) Amended and Restated Bylaws of Bontex, Inc. (incorporated herein by reference to Exhibit No. 3(i) of Form 10-Q for quarter ended March 31, 1998) 4(c) Key Employee Stock Option Plan of Bontex, Inc. 5 Opinion of Woods, Rogers & Hazlegrove, P.L.C. with respect to legality of securities registered 23(a) Consent of Woods, Rogers & Hazlegrove, P.L.C. (included in Exhibit (5)) 23(b) Consent of KPMG LLP 10 EX-4 2 EXHIBIT 4(C) Exhibit 4(c) BONTEX, INC. KEY EMPLOYEE STOCK OPTION PLAN October 28, 1999 BONTEX, INC. KEY EMPLOYEE STOCK OPTION PLAN 1. PURPOSE: The purpose of this Plan is to promote the interests of Bontex, Inc. (the "Corporation") and its stockholders by aiding in attracting, retaining and motivating officers and other key employees of the Corporation and its affiliates. The Plan is designed to accomplish these objectives by providing such officers and key employees with an opportunity to acquire a proprietary interest in the Corporation by means of options and thereby benefit from appreciation in value of the shares of the Corporation's Common Stock. This opportunity should provide additional incentives for such officers and key employees to continue to use their best efforts and superior performances to promote the best interests of the Corporation, for their own benefit and for the benefit of the stockholders. 2. DEFINITIONS: The following words and phrases as used herein shall have the meanings set forth below: 2.1 "Board" shall mean the Board of Directors of the Corporation. 2.2 "Change in Control" shall mean a change in control of a nature that would be required to be reported (assuming such event has not been "previously reported") in response to Item 1(a) of the Current Report on Form 8-K, as in effect on the date hereof, pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended ("Exchange Act"); provided that, notwithstanding the foregoing and without limitation, such a change in control shall be deemed to have occurred at such time as (i) any person is or becomes the "beneficial owner" (as defined in Rule 13d-3 or Rule 13d-5 under the Exchange Act as in effect on the 1 date hereof), directly or indirectly, of 20% or more of the combined voting powers of the Corporation's voting securities; (ii) the incumbent Board ceases for any reason to constitute at least the majority of the Board, provided that any person becoming a director subsequent to the date hereof whose election, or nomination for election by the Corporation's stockholders, was approved by a vote of at least 75% of the directors comprising the incumbent Board (either by a specific vote or by approval of the proxy statement of the Corporation in which such person is named as a nominee for director, without objection to such nomination) shall be, for purposes of this clause (ii) considered as though such person were a member of the incumbent Board; (iii) all or substantially all of the assets of the Corporation are sold, transferred or conveyed by any means, including but not limited to, direct purchase or merger, if the transferee is not controlled by the Corporation, control meaning the ownership of more than 75% of the combined voting power of such entity's voting securities; or (iv) the Corporation is merged or consolidated with another corporation or entity and as a result of such merger or consolidation less than 75% of the outstanding voting securities of the surviving or resulting corporation or entity shall be owned in the aggregate by the former stockholders of the Corporation. Notwithstanding anything in the foregoing to the contrary, no change in control shall be deemed to have occurred for purposes of this Agreement by virtue of any transaction (i) which results in the Optionee or a group of Persons which includes the Optionee, acquiring, directly or indirectly, 20% or more of the combined voting power of the Corporation's voting securities; or (ii) which results in the Corporation, any affiliate of the Corporation or any profit-sharing plan, employee stock ownership plan or employee benefit plan of the Corporation or any of its affiliates (or any trustee of or fiduciary with respect to any such plan acting in such capacity) acquiring, directly or 2 indirectly, 20% or more of the combined voting power of the Corporation's voting securities; or (iii) which results in the heirs, successor or assigns of Hugo N. Surmonte acquiring, directly or indirectly, 20% or more of the combined voting securities. 2.3 "Code" shall mean the Internal Revenue Code of 1986, as amended from time to time. 2.4 "Committee" shall mean the Compensation Committee of the Board of Directors, or such other committee of the Board as may be designated by the Board from time to time, for the purpose of administering this Plan as contemplated by Section 3 of this document. The composition of the Committee shall meet the non-employee director requirements of Rule 16b-3 promulgated pursuant to the Exchange Act. Should any member of the Committee cease to be a non-employee director under Rule 16b-3(b)(3)(i) or any subsequent rule, he shall immediately be deemed not to be a member of the Committee for all purposes of this Plan. 2.5 "Common Stock" shall mean the common stock of the Corporation. 2.6 "Option" shall mean any stock option granted pursuant to this Plan. 2.7 "Optionee" shall mean any person who is the holder of an Option granted under this Plan. 2.8 "Person" shall mean person within the meaning of Sections 3(a)(9) and 13(d)(3) of the Exchange Act. 2.9 "Plan" shall mean this Bontex, Inc. Key Employee Stock Option Plan. 2.10 "Fair Market Value" shall mean the closing sales price of Common Stock on a nationally recognized stock exchange or, if not traded on such an exchange, the NASDAQ SmallCap Market, on the date involved if that is a trading day, or if not, the first trading day prior 3 to such day. If said Common Stock is not quoted on the NASDAQ SmallCap Market, then Fair Market Value shall mean the average between the bid and asked price on the date involved if that is a trading day, or if not, the first trading day prior to such day. If there is no such average, the Committee shall determine Fair Market Value in good faith. In determining such Fair Market Value, the Committee shall utilize all information which it deems pertinent, including, but not limited to, actual sale or purchase data, and may engage the services of an accounting firm to assist in the determination. The Committee shall further determine Fair Market Value using guidelines promulgated pursuant to the pertinent provisions of the Code. 3. ADMINISTRATION: 3.1 The Plan shall be administered by the Committee, which may make such determinations and take such actions in connection with the Plan as it deems necessary. Such determinations and actions shall be binding and conclusive for all purposes and upon all persons. 3.2 The Committee may correct any defects, omissions or ambiguities, or reconcile any inconsistencies, in the Plan, or in any document issued pursuant to the Plan, in the manner and to the extent it shall deem reasonably desirable. The Committee shall have full and sole authority to make all administrative, interpretative and other determinations with respect to the Plan and all such determinations shall be final and conclusive. 3.3 As provided in Section 6.1 hereof, the Committee shall have full and sole authority to make all grants to be made hereunder. 3.4 Any other provision of the Plan to the contrary notwithstanding, the Committee is authorized to take such action as it, in its discretion, may deem necessary or advisable and fair and equitable with regard to Optionees in the event of: a Change in Control of the Corporation; a 4 tender, exchange or similar offer for all or any part of the Common Stock made by an entity, person or group (other than the Corporation, any affiliate of the Corporation or any savings, pension or other benefit plan for the benefit of employees of the Corporation or its affiliates); a merger of the Corporation into, a consolidation of the Corporation with, or an acquisition of the Corporation by another corporation; or a sale or transfer of all or substantially all of the Corporation's assets. Such action, in the Committee's discretion, may include (but shall not be deemed limited to): establishing, amending or waiving the forms, terms, conditions or duration of Options granted hereunder or subject to grant hereunder, so as to provide for earlier, later, extended or additional terms for exercise of the whole, or any installment thereof (provided that, except as permitted by the provisions of this Section and Section 9.1 hereof, in no event will any Option be exercisable within the first six months of its respective term); alternate forms of payment; or other modifications. The Committee may take any such actions pursuant to this Section 3.4 by adopting rules or regulations of general applicability to all Optionees, or to certain categories of Optionees; by amending or waiving terms and conditions in stock option agreements; or by taking action with respect to individual Optionees. The Committee may take any such actions before or after the public announcement of any such Change in Control, tender offer, exchange offer, merger, consolidation, acquisition or sale or transfer of assets. 4. SHARES AVAILABLE: 4.1 Subject to the provisions of Sections 4.2 and 4.3 hereof, the aggregate number of shares of Common Stock to be subject to Options under this Plan shall not exceed 60,000 shares. Such shares shall be made available from the authorized but unissued shares of Common Stock of the Corporation. 5 4.2 Shares subject to an Option, to the extent such shares are surrendered or withheld to pay the exercise price of the Option, are no longer available for issuance hereunder. Other shares subject to Options granted under this Plan, which Options have been canceled or have expired or are unexercised and no longer outstanding, shall thereupon become available for issuance pursuant to other Options granted under the Plan. This Section 4.2 shall in all cases be interpreted in a manner consistent with Rule 16b-3, as amended from time to time. 4.3 The Committee may, at any time, make or provide for such adjustments to the Plan, to the number and class of shares available thereunder or to any outstanding Options as it shall deem appropriate to prevent dilution or enlargement of the rights of Optionees, including adjustments in the event of changes in the outstanding Common Stock by reason of stock dividends, stock splits, distributions to stockholders (other than cash dividends), recapitalizations, mergers, consolidations, combinations or exchanges of shares, separations, reorganizations, liquidations and the like. Such adjustments may include, in the discretion of the Committee, adjustments to the aggregate number and kind of shares which may be issued pursuant to Options under this Plan, and the number, kind and price of shares subject to each Option then outstanding. 5. ELIGIBILITY: 5.1 Officers and other full-time, salaried employees of the Corporation and its affiliates shall be eligible to receive Options under the Plan. 5.2 A director of the Corporation or any of its affiliates who is not also regular, full-time employee of the Corporation or its affiliates will not be eligible for Options under the Plan. 6 5.3 An employee who has been granted an Option otherwise under the Plan may be granted additional Options, if the Committee shall so determine. 6. GRANTS: 6.1 Subject to the express provisions of this Plan, the Committee shall have sole authority to determine the individuals to whom Options shall be granted, the time or times at which Options shall be granted, the number of shares of Common Stock to be subject to each Option granted, the period of each Option and the time or times at or during which an Option may be exercised in whole or in part, and all such other terms and conditions of such Options granted as the Committee deems appropriate. 6.2 Each Option granted to an Optionee under this Plan shall, if required by the Committee, be evidenced by a written agreement to be duly executed and delivered by or on behalf of the Corporation and the Optionee and containing provisions not inconsistent with the Plan. 7. OPTION PRICE: The exercise price under each Option shall be established by the Committee, but in no event shall it be less than the greater of (i) $2.00 per share or (ii)100% of the Fair Market Value of the Common Stock on the date the Option is granted. 8. TERM OF OPTIONS: The term of each Option shall be fixed by the Committee, but, subject to the power of the Committee, among other things, to accelerate or otherwise adjust the terms for exercise of Options pursuant to Section 3.4 hereof in the event of the occurrence of any of the events set forth therein, no Option shall be exercisable later than ten years from the date of grant of the 7 Option or earlier than six months from the date of grant of the Option, except as otherwise provided in Section 9.1. 9. EXERCISE OF OPTIONS: 9.1 Each Option granted under this Plan shall be exercisable in such number of shares and, subject to the provisions of Section 8, at such time or times, including periodic installments, as may be determined by the Committee at the time of the grant. The six months from the date of the grant of the Option restriction pursuant to Section 8 shall not be applicable to an Optionee in the event that he dies prior to the expiration of such period. The right to acquire shares pursuant to Options that are exercisable in installments shall be cumulative so that when the right to acquire any shares has accrued such shares or any part thereof may be acquired at any time thereafter until the expiration or termination of the Option. 9.2 An Option may be exercised by giving written notice of exercise to the Corporation specifying the number of shares to be purchased and by paying in full in cash the exercise price. The proceeds received by the Corporation in cash will be used for general corporate purposes. 9.3 If authorized by the Committee, the exercise price may also be paid by (i) the delivery of shares of Common Stock with a Fair Market Value equal to the exercise price, or (ii) a combination of cash and such Common Stock equal to the exercise price. 9.4 Upon notification of the amount due and prior to, or concurrently with, the delivery to the Optionee of a certificate representing any shares purchased pursuant to the exercise of an Option, the Optionee shall promptly pay to the Corporation any amount necessary to satisfy applicable federal, state or local tax requirements. 8 9.5 An Optionee shall have none of the rights of a shareholder with respect to the shares subject to any Option until such shares have been issued and registered on the Corporation's transfer books upon exercise thereof. 10. NON-TRANSFERABILITY: No Option granted under this Plan shall be transferable other than by will or the laws of descent and distribution or pursuant to a qualified domestic relations order as defined in the Code, and an Option may be exercised during the lifetime of the Optionee only by him or by his guardian or legal representative. 11. TERMINATION OF EMPLOYMENT, RETIREMENT, DEATH OR CANCELLATION: 11.1 In the event that the employment of an Optionee is terminated, for a reason other than retirement or death, no Option held by such Optionee shall be exercisable later than three months after such Optionee shall have ceased to be an employee of the Corporation or one of its affiliates or, if earlier, later than the expiration date of the Option. The employment relationship, however, will be treated as continuing intact while the Optionee is on military or sick leave if the period of such leave does not exceed ninety days, or, if longer, so long as the Optionee's right to re-employment is guaranteed either by statute or by contract. 11.2 In the event that an Optionee shall retire or die while employed by the Corporation or one of its affiliates, Options held by such Optionee may be exercised by the Optionee or by the person designated in the will of the Optionee or by the proper legal representative of the Optionee within one year following the Optionee's death or one year following retirement, but in no event later than the expiration date of the Option. 9 11.3 Notwithstanding the express term of the grant or the foregoing provisions of this Section 11, Options shall terminate upon the termination of the employment of the Optionee if the Corporation determines that such termination is for deliberate, willful or gross misconduct, and the Options shall terminate (whether or not the employment of the Optionee is terminated) if the Corporation determines that the Optionee has improperly disclosed confidential information of the Corporation and the Optionee is so notified. 12. LISTING AND REGISTRATION OF SHARES: Each Option shall be subject to the requirement that, if at any time the Committee shall determine in its discretion that the listing, registration or qualification of the shares subject to such Option upon any securities exchange or under any state or federal law, or the consent or approval of any governmental regulatory body, is necessary or desirable as a condition of, or in connection with, the granting of such Option or the issuance or purchase of shares thereunder, then such Option shall not be granted or exercised in whole or in part unless such listing, registration, qualification, consent or approval shall have been effected or obtained free of any conditions not acceptable to the Committee. 13. EFFECTIVE DATE: This Plan is subject to approval by the stockholders of the Corporation. The Plan will become effective on the date so approved. The Committee may, in its discretion, grant Options conditioned upon the stockholders' subsequent approval of the Plan. 14. DURATION AND AMENDMENT: 14.1 There is no express limitation upon the duration of the Plan. 10 14.2 The Board may terminate or may amend the Plan at any time, provided, however, that the Board may not, without approval of the stockholders of the Corporation, (i) increase the maximum number of shares for which Options may be granted under the Plan, (ii) permit the granting of Options at less than 100% of Fair Market Value at time of grant, or (iii) change the class of employees eligible to receive Options under the Plan. The transactions under this Plan are intended to comply with Rule 16b-3 (or its successor), as amended from time to time, promulgated pursuant to the Exchange Act, and the Corporation may, but shall not be required to, submit any proposed Plan amendment to its stockholders for their approval to assure continued compliance if such proposed amendment would, with respect to any participant who is an officer, director or 10% shareholder of the Corporation who is subject to Section 16 of the Exchange Act ("Control Person"), (i) materially increase the benefits accruing to participants under the Plan, or (ii) materially increase the number of securities which may be issued under the Plan (this shall not affect the prohibition against increasing the maximum number of shares for which Options may be granted under the Plan pursuant to the previous paragraph without shareholder approval), or (iii) materially modify the requirements as to eligibility for participation in the Plan. 15. MISCELLANEOUS: With respect to any participant who is a Control Person, transactions under this Plan are intended to comply with Rule 16b-3 (or its successor), as amended from time to time, promulgated pursuant to the Exchange Act. Therefore, to the extent any provision of the Plan or action by a person administering the Plan fails to so comply, it shall be deemed null and void ab initio to the extent permitted by law and deemed advisable by the Committee. 11 As evidence of its adoption of this Plan, the Corporation has caused this document to be executed on its behalf this 28th day of October, 1999 BONTEX, INC. By: Charles W. J. Kostelni Its: Corporate Secretary 12 EX-5 3 EXHIBIT 5 Exhibit 5 NICHOLAS C. CONTE 540 983-7630 INTERNET: conte@woodsrogers.com February 28, 2000 Board of Directors Bontex, Inc. One Bontex Drive Buena Vista, VA 24416-1500 In Re: Registration Statement on Form S-8: Bontex, Inc. Key Employee Stock Option Plan Gentlemen: We have acted as counsel for you in connection with the preparation of a Registration Statement on Form S-8 (the "Registration Statement") pursuant to the provisions of the Securities Act of 1933, as amended, being filed with the Securities and Exchange Commission on February 28, 2000, or as soon thereafter as practicable, in respect of 60,000 shares of Company common stock which may be sold pursuant to the Bontex, Inc. Key Employee Stock Option Plan and, as such, have examined the same and the exhibits being filed therewith. We are generally familiar with your corporate affairs, including your organization and the conduct of the corporate proceedings relating thereto. We also have examined such of your corporate records as we have deemed necessary as the basis for this opinion. Based upon the foregoing, it is our opinion that: 1. The Company has been duly incorporated and is validly existing as a corporation in good standing under the laws of the Commonwealth of Virginia. 2. The 60,000 shares of Company common stock which are the subject of the Registration Statement have been duly and validly authorized, and when issued, delivered and paid for in accordance with the terms and conditions set forth in the Registration Statement, will be validly issued, fully paid and non-assessable. The foregoing opinion is contingent upon the Registration Statement becoming effective. We consent to its use as an exhibit to the Registration Statement and to reference to this firm in the Prospectus, the Registration Statement and any amendments thereto. Very truly yours, WOODS, ROGERS & HAZLEGROVE, P.L.C. s/Woods, Rogers & Hazlegrove, P.L.C. EX-23 4 EXHIBIT 23 (B) Exhibit 23(b) Accountants' Consent The Board of Directors Bontex, Inc.: We consent to incorporation by reference herein of our report dated August 20, 1999, relating to the consolidated balance sheets of Bontex, Inc. and subsidiaries as of June 30, 1999 and 1998, and the related consolidated statements of income (loss) and comprehensive income (loss), changes in stockholders' equity, and cash flows for each of the years in the three-year period ended June 30, 1999, which report appears in the June 30, 19999 Annual Report on Form 10-K of Bontex, Inc. and subsidiaries incorporated by reference herein. KPMG LLP Roanoke, Virginia February 28, 2000 -----END PRIVACY-ENHANCED MESSAGE-----