-----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, ERS68jqWSH+QdsgR6S+xgs7ew3Ia6uX7huLi+eHu/fdorb39WFVQf1DE8TJSlBAr pug8CSx3BaHS4H0d/RWcgA== 0000897101-99-000599.txt : 19990624 0000897101-99-000599.hdr.sgml : 19990624 ACCESSION NUMBER: 0000897101-99-000599 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 19990527 EFFECTIVENESS DATE: 19990527 FILER: COMPANY DATA: COMPANY CONFORMED NAME: INNOVEX INC CENTRAL INDEX KEY: 0000050601 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRONIC COMPONENTS, NEC [3679] IRS NUMBER: 411223933 STATE OF INCORPORATION: MN FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: S-8 SEC ACT: SEC FILE NUMBER: 333-79427 FILM NUMBER: 99636019 BUSINESS ADDRESS: STREET 1: 1313 S FIFTH ST CITY: HOPKINS STATE: MN ZIP: 55343-9904 BUSINESS PHONE: 6129384155 S-8 1 As filed with the Securities and Exchange Commission on May 27, 1999 Registration No. 333- - -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ---------------------------- FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ---------------------------- INNOVEX, INC. (Exact name of registrant as specified in its charter) MINNESOTA 41-1223933 (State or other jurisdiction of incorporation (I.R.S. Employer or organization) Identification No.) 530 11TH AVENUE SOUTH HOPKINS, MINNESOTA 55343-9904 (Address of Principal Executive Offices and zip code) ---------------------------- INNOVEX, INC. 1994 STOCK OPTION PLAN (Full title of the Plan) ---------------------------- Thomas W. Haley Copy to: Chief Executive Officer Charles P. Moorse Innovex, Inc. Kristin L. Johnson 530 11th Avenue South Lindquist & Vennum P.L.L.P. Hopkins, MN 55343-9904 4200 IDS Center (612) 938-4155 80 South Eighth Street (Name, address, including zip code and Minneapolis, MN 55402 telephone number of agent for service) (612) 371-3211 CALCULATION OF REGISTRATION FEE
- ------------------------------------------------------------------------------------------------------------ Proposed Proposed Title of Securities Maximum Maximum to be Registered Amount Offering Aggregate Amount of to be Price Offering Registration Registered Per Share Price Fee - ------------------------------------------------------------------------------------------------------------ Common Stock, 600,000 shares(2) $13.50(1) $8,100,000(1) $2,251.80 $.04 par value to be issued pursuant to the Innovex, Inc. 1994 Stock Plan - ------------------------------------------------------------------------------------------------------------
(1) Estimated solely for the purpose of determining the registration fee pursuant to Rule 457(c) and (h) and based upon the average of the high and low prices of the Company's Common Stock on the Nasdaq National Market on May 24, 1999. (2) 200,000 shares were registered on Form S-8 (No. 33-59035) on May 2, 1995 (adjusted to 300,000 shares after a 3 for 2 stock split on May 31, 1995. An additional 300,000 shares were registered on Form S-8 on August 13, 1996 (No. 333-10045) (adjusted in the aggregate to 1,200,000 shares upon a 2-for-1 split on December 23, 1996) and 600,000 shares are being registered herewith. INCORPORATION OF CONTENTS OF REGISTRATION STATEMENT BY REFERENCE A Registration Statement on Form S-8 (File No. 33-59035) was filed with the Securities and Exchange Commission on May 2, 1995 covering the registration of 200,000 shares (adjusted to 300,000 shares after a 3 for 2 stock split on May 31, 1995) initially authorized for issuance under the Company's 1994 Stock Option Plan (the "Plan"). A filing fee of $1,681.03 was paid at the time that Registration Statement was filed. An additional Registration statement Form S-8 (file No. 333-10045) was filed with the Securities and Exchange Commission on August 13, 1996 covering the registration of an amendment to increase authorized shares by 300,000 (adjusted in the aggregate to 1,200,000 shares upon a 2-for-1 stock split on December 23, 1996). A filing fee of $1,681.03 was paid at the time the S-8 Registration statement was filed. Pursuant to General Instruction E of Form S-8 and Rule 429, this Registration Statement is being filed to register an additional 600,000 shares authorized under the Plan. An amendment to the Plan to increase the reserved and authorized number of shares under the Plan by 600,000 was authorized by the Company's Board of Directors on October 23, 1998 and such amendment was approved by the Company's shareholders on January 20, 1999. This Registration Statement should also be considered a post-effective amendment to the prior Registration Statements. The contents of the prior Registration Statements are incorporated herein by reference. PART I Pursuant to the Note to Part I of Form S-8, the information required by Items 1 and 2 of Form S-8 is not filed as a part of this Registration Statement. PART II Item 3. Incorporation of Documents by Reference. The following documents filed with the Securities and Exchange Commission are hereby incorporated by reference herein: (a) The Annual Report of the Company on Form 10-K for the fiscal year ended September 30, 1998. (b) The Definitive Proxy Statement dated December 21, 1998 for the 1999 Annual Meeting of Shareholders held on January 20, 1999. (c) The Quarterly Reports of the Company on Form 10-Q for the quarters ended December 31, 1998 and March 31, 1999. (d) The description of the Company's Common Stock as set forth in the Company's Form 8-A Registration Statement dated January 29, 1985, which became effective as of July 31, 1985 (Registration No. 0-13143), including any amendment or report filed for the purpose of updating such description. All documents subsequently filed by the Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, 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 of such documents. Item 4. Description of Securities. 2 Not applicable. Item 5. Interests of Named Experts and Counsel. Not applicable. Item 6. Indemnification of Directors and Officers. Articles of Incorporation. The Company's Articles of Incorporation provides that no director of the corporation may be personally liable to the Company or its shareholders for monetary damages for breach of fiduciary duty as a director, except for liability (i) for any breach of the director's duty of loyalty to the Company or its shareholders; (ii) for acts or omissions not in good faith or that involve intentional misconduct or a knowing violation of law; (iii) under section 302A.559 or 80A.23 of Minnesota Statutes; (iv) for any transaction from which the director derived any improper personal benefit; or (v) for any act or omission occurring prior to February 29, 1988 (the effective date of the indemnification provisions in the Company's Articles of Incorporation). Statutory Provisions. Section 302A.521 of the Minnesota Business Corporation Act provides that a corporation shall indemnify a person made or threatened to be made a party to a proceeding by reason of the former or present official capacity of the person against judgments, penalties, fines, including, without limitation, excise taxes assessed against the person with respect to an employee benefit plan, settlements, and reasonable expenses, including attorneys' fees and disbursements, incurred by the person in connection with the proceeding, if, with respect to the acts or omissions of the person complained of in the proceeding, the person: (1) Has not been indemnified by another organization or employee benefit plan for the same judgments, penalties, fines, including, without limitation, excise taxes assessed against the person with respect to an employee benefit plan, settlements, and reasonable expenses, including attorneys' fees and disbursements, incurred by the person in connection with the proceeding with respect to the same acts or omissions; (2) Acted in good faith; (3) Received no improper personal benefit and section 302A.255 (Director Conflicts of Interest), if applicable, has been satisfied; (4) In the case of a criminal proceeding, had no reasonable cause to believe the conduct was unlawful; and (5) In the case of acts or omissions occurring in the official capacity described in subdivision 1, paragraph (c), clause (1) or (2), reasonably believed that the conduct was in the best interests of the corporation, or in the case of acts or omissions occurring in the official capacity described in subdivision 1, paragraph (c), clause (3), reasonably believed that the conduct was not opposed to the best interests of the corporation. If the person's acts or omissions complained of in the proceeding relate to conduct as a director, officer, trustee, employee, or agent of an employee benefit plan, the conduct is not considered to be opposed to the best interests of the corporation if the person reasonably believed that the conduct was in the best interests of the participants or beneficiaries of the employee benefit plan. Item 7. Exemption from Registration Claimed. 3 Not applicable. Item 8. Exhibits. Exhibit - ------- 4.1 Innovex, Inc. 1994 Stock Plan, as amended 5.1 Opinion of Lindquist & Vennum P.L.L.P. 23.1 Consent of Lindquist & Vennum P.L.L.P. (included in Exhibit 5.1) 23.2 Consent of Grant Thornton LLP, independent certified public accountants 24.1 Power of Attorney (set forth on the signature page hereof) - --------------------- 4 Item 9. Undertakings. (a) The Company hereby undertakes: (1) File, during any period in which it offers or sells securities, a post-effective amendment to this registration statement to: (i) Include any prospectus required by section 10(a)(3) of the Securities Act of 1933; (ii) Reflect in the prospectus any facts or events which, individually or together, represent a fundamental change in the information 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) under the Securities Act of 1933 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; and (iii) Include any additional or changed material information on the plan of distribution. (2) For determining liability under the Securities Act, treat each post-effective amendment as a new registration statement of the securities offered, and the offering of the securities at that time to be the initial bona fide offering. (3) File a post-effective amendment to remove from registration any of the securities that remain unsold at the end of the offering. (b) The Company hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the Company's annual report pursuant to Section 13(a) or 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. (c) Insofar as indemnification for liabilities arising under the Securities Act of 1933 (the "Act") may be permitted to directors, officers, and controlling persons of the small business issuer pursuant to the foregoing provisions, or otherwise, the small business issuer has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the small business issuer of expenses incurred or paid by a director, officer or controlling person of the small business issuer 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 small business issuer 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 Act and will be governed by the final adjudication of such issue. 5 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 Hopkins, State of Minnesota, on May 27, 1999. INNOVEX, INC. By /s/ Thomas W. Haley ------------------------------------------------ Thomas W. Haley, Chief Executive Officer POWER OF ATTORNEY The undersigned officers and directors of Innovex, Inc. hereby constitute and appoint Thomas W. Haley and Douglas W. Keller, or either of them, with power to act one without the other, our true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for us and in our stead, in any and all capacities to sign any and all amendments (including post-effective amendments) to this Registration Statement and all documents relating thereto, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent, full power and authority to do and perform each and every act and thing necessary or advisable to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his substitutes, may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed below by the following persons on May 27, 1999 in the capacities indicated. Signature - --------- /s/ Thomas W. Haley /s/ Bernt M. Tessem - -------------------------------------------- --------------------------- Thomas W. Haley, Chairman of the Board Bernt M. Tessem, Director and Chief Executive Officer (Principal Executive Officer) and Director /s/ Douglas W. Keller /s/ Gerald M. Bestler - -------------------------------------------- --------------------------- Douglas W. Keller, Vice President, Finance Gerald M. Bestler, Director /s/ Frank L. Farrar --------------------------- Frank L. Farrar, Director /s/ William P. Murnane /s/ Michael C. Slagle - -------------------------------------------- --------------------------- William P. Murnane, President, Chief Michael C. Slagle, Director Operating Officer and Director /s/ William J. Miller /s/ Elick Eugene Hawk - -------------------------------------------- --------------------------- William J. Miller, Director Elick Eugene Hawk, Director 6 EX-4.1 2 1994 STOCK OPTION PLAN, AS AMENDED Exhibit 4.1 INNOVEX, INC. 1994 STOCK OPTION PLAN, AS AMENDED 1. Purpose. The purpose of the Innovex, Inc. 1994 Stock Option Plan is to provide a continuing, long-term incentive to selected eligible officers, key employees and consultants of Innovex, Inc. (the "Corporation") and of any subsidiary corporation of the Corporation (a "Subsidiary"), as herein defined; to provide a means of rewarding outstanding performance; and to enable the Corporation to maintain a competitive position to attract and retain key personnel necessary for continued growth and profitability. 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 "Code" shall mean the Internal Revenue Code of 1986, as amended. 2.3 "Committee" shall mean the Compensation Committee of the Board, if any, 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 Article 4 hereof. 2.4 "Common Stock" shall mean the common stock, $.04 par value, of the Corporation. 2.5 "Corporation" shall mean Innovex, Inc., a Minnesota corporation. 2.6 "Fair Market Value" of any security on any given date shall be determined by the Committee as follows: (a) if the security is listed for trading on one or more national securities exchanges (including the NASDAQ National Market System), the mean of the highest and lowest sales price on such exchange on the date in question, or if such security shall not have been traded on such exchange on such date, the mean of the highest and lowest sales price on such exchange on the first day prior thereto on which such security was so traded; or (b) if the security is not listed for trading on a national securities exchange (including the NASDAQ National Market System) but is traded in the over-the-counter market, the mean of the highest and lowest bid prices for such security on the date in question, or if there are no such bid prices for such security on such date, the mean of the highest and lowest bid prices on the first day prior thereto on which such prices existed; or (c) if neither (a) nor (b) is applicable, by any means deemed fair and reasonable by the Committee, which determination shall be final and binding on all parties. 2.7 "ISO" shall mean any stock option granted pursuant to this Plan as an "incentive stock option" within the meaning of Section 422 of the Code. 2.8 "NQO" shall mean any stock option granted pursuant to this Plan which is not an ISO. 2.9 "Option" shall mean any stock option granted pursuant to this Plan, whether an ISO or an NQO. 7 2.10 "Optionee" shall mean any person who is the holder of an Option granted pursuant to this Plan. 2.11 "Plan" shall mean this 1994 Stock Option Plan of the Corporation. 2.12 "Subsidiary" shall mean any corporation which at the time qualifies as a subsidiary of the Corporation under Section 424(f) of the Code. 3. Shares Available Under Plan. The number of shares which may be issued pursuant to options granted under this Plan shall not exceed 1,800,000* shares of the Common Stock of the Corporation; provided, however, that shares which become available as a result of canceled, unexercised, lapsed or terminated options granted under this Plan shall be available for issuance pursuant to options subsequently granted under this Plan. The shares issued upon exercise of options granted under this Plan may be authorized and unissued shares or shares previously acquired or to be acquired by the Corporation. In the event of any merger, reorganization, consolidation, recapitalization, stock dividend, other change in corporate structure affecting the Common Stock, or spin-off or other distribution of assets to shareholders, such substitution or adjustment shall be made in the aggregate number of shares reserved for issuance under the Plan, in the number and option price of shares subject to outstanding options granted under the Plan as may be determined to be appropriate by the Committee, in its sole discretion, provided that the number of shares subject to any award shall always be a whole number. 4. Administration. 4.1 The Plan will be administered by the Board, or at the Board's discretion, by the Committee. Other than references in this Section 4.1, references to the "Committee" in this Plan shall be deemed to refer to the Board where the Board has not designated a Committee to administer the Plan. 4.2 The Committee will have plenary authority, subject to provisions of the Plan, to determine when and to whom options will be granted, the term of each Option, the number of shares covered by it, the participation by the Optionee in other plans, and any other terms or conditions of each Option. The Committee shall determine with respect to each grant of an Option whether a participant shall receive an ISO or an NQO. The number of shares, the term and the other terms and conditions of a particular kind of Option need not be the same, even as to options granted at the same time. The Committee's recommendations regarding option grants and terms and conditions thereof will be conclusive. 4.3 The Committee will have the sole responsibility for construing and interpreting the Plan, for establishing and amending any rules and regulations as it deems necessary or desirable for the proper administration of the Plan, and for resolving all questions arising under the Plan. Any decision or action taken by the Committee arising out of or about the construction, administration, interpretation and effect of the Plan and of its rules and regulations will, to the extent permitted by law, be within its absolute discretion, except as otherwise specifically provided herein, and will be conclusive and binding on all Optionees, all successors, and any other person, whether that person is claiming under or through any Optionee or otherwise. - --------------------------- *200,000 shares, as adjusted to 300,000 shares upon a 3-for-2 stock split on May 31, 1995, increased by 300,000 shares as approved by the Board on November 30, 1995 and the shareholders on January 23, 1996, adjusted in the aggregate to 1,200,000 shares upon a 2-for-1 stock split on November 30, 1996, increased by 600,000 shares as approved by the Board on October 23, 1998 and the shareholders on January 20, 1999. 8 4.4 No member of the Committee will be liable, in the absence of bad faith, for any act or omission with respect to his services on the Committee. Service on the Committee will constitute service as a member of the Board, so that the members of the Committee will be entitled to indemnification and reimbursement as Board members pursuant to its Bylaws. 4.5 The Committee will regularly inform the Board as to its actions with respect to all options granted under the Plan and the terms and conditions and any such options in a manner, at any times, and in any form as the Board may reasonably request. 5. Participants. 5.1 Participation in this Plan shall be limited to key personnel of the Corporation or of a Subsidiary, who are salaried employees of the Corporation or of a Subsidiary and to officers and consultants. 5.2 Subject to other provisions of this Plan, Options may be granted to the same participants on more than one occasion. 5.3 The Committee's determination under the Plan including, without limitation, determination of the persons to receive options, the form, amount and type of such options, and the terms and provisions of Options need not be uniform and may be made selectively among otherwise eligible participants, whether or not the participants are similarly situated. Consultants shall receive only NQOs which shall be subject to the same terms and provisions as are then in effect with respect to granting of NQOs to officers and employees of the Company, except that the term of each such option shall expire upon the earlier of (i) five years, or (ii) such other time as the Committee shall determine. Subject to the foregoing, all provisions of this Plan not inconsistent with the foregoing shall apply to NQOs granted to consultants. 6. Terms and Conditions. 6.1 Each Option granted under the Plan shall be evidenced by a written agreement, which shall be subject to the provisions of this Plan and to such other terms and conditions as the Corporation may deem appropriate. 6.2 Each Option agreement shall specify the period for which the Option thereunder is granted (which in no event shall exceed ten years from the date of the grant for any NQO or any ISO subject to the pricing requirements of Section 6.3(a) hereof and five years from the date of grant for any ISO subject to the pricing requirements of Section 6.3(b) hereof) and shall provide that the Option shall expire at the end of such period. 6.3 The exercise price per share shall be determined by the Committee at the time any Option is granted. The exercise price of any ISO granted pursuant to the Plan shall be determined as follows: (a) For employees who do not own stock possessing more than ten percent (10%) of the total combined voting power of all classes of stock of the Corporation or of any Subsidiary, the ISO exercise price per share shall not be less than one hundred percent (100%) of Fair Market Value of the Common Stock of the Corporation on the date the Option is granted, as determined by the Committee. (b) For employees who own stock possessing more than ten percent (10%) of the total combined voting power of all classes of stock of the Corporation or of any Subsidiary, the ISO 9 exercise price per share shall not be less than one hundred ten percent (110%) of the Fair Market Value of the Common Stock of the Corporation on the date the option is granted, as determined by the Committee. 6.4 The aggregate Fair Market Value (determined as of the time the Option is granted) of the Common Stock with respect to which an ISO under this Plan or any other plan of the Corporation or its Subsidiaries is exercisable for the first time by an Optionee during any calendar year shall not exceed $100,000. 6.5 An Option shall be exercisable at such time or times, and with respect to such minimum number of shares, as may be determined by the Committee at the time of the grant; provided, however, that the Committee may, in its discretion, accelerate the exercise date for any unexercisable options when the Committee deems such action to be appropriate under the circumstances. The Option agreement may require, if so determined by the Committee, that no part of the Option may be exercised until the Optionee shall have remained in the employ of the Corporation or of a Subsidiary for such period after the date of the Option as the Committee may specify. 6.6 The Corporation may prescribe the form of legend which shall be affixed to the stock certificate representing shares to be issued and the shares shall be subject to the provisions of any repurchase agreement or other agreement restricting the sale or transfer thereof. Such agreements or restrictions shall be noted on the certificate representing the shares to be issued. 6.7 An Optionee may not be granted in any fiscal year one or more Options to purchase an aggregate total of more than 100,000 shares of common stock. This 100,000 share maximum is subject to upward and downward adjustment pursuant to Section 9. 7. Exercise of Option. 7.1 Each exercise of an option granted hereunder, whether in whole or in part, shall be by written notice thereof, delivered to the Chief Financial Officer of the Corporation (or such other person as he may designate). The notice shall state the number of shares with respect to which the Options are being exercised and shall be accompanied by payment in full for the number of shares so designated. Shares shall be registered in the name of the Optionee unless the Optionee otherwise directs in his or her notice of election. 7.2 Such notice shall be accompanied by payment in full of the purchase price, either by certified or bank check, or by any other form of legal consideration deemed sufficient by the Committee and consistent with the Plan's purpose and applicable law, including promissory notes or a properly executed exercise notice together with irrevocable instructions to a broker acceptable to the Company to promptly deliver to the company the amount of sale or loan proceeds to pay the exercise price. As determined by the Committee, in its sole discretion, payment in full or in part may also be made in the form of unrestricted Stock already owned by the optionee. In the case of an ISO, the right to make a payment in the form of already owned shares may be authorized only at the time the option is granted. If the terms of an option so permit, an optionee may elect to pay all or part of the option exercise price by having the Company withhold from the shares of Stock that would otherwise be issued upon exercise that number of shares of Stock having a Fair Market Value equal to the aggregate option exercise price for the shares with respect to which such election is made. No shares of Stock shall be issued until full payment therefor has been made. An optionee shall generally have the rights to dividends and other rights of a shareholder with respect to shares subject to the option when the optionee has given written notice of exercise and has paid in full for such shares. 10 7.3 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 withholding tax requirements. 8. Extraordinary Corporate Transactions. New options may be substituted for the Options granted under the Plan, or the Corporation's duties as to Options outstanding under the Plan may be assumed, by a corporation other than the Corporation, or by a parent or subsidiary of the Corporation or such corporation, in connection with any merger, consolidation, acquisition, separation, reorganization, liquidation or like occurrence in which the Corporation is involved. Notwithstanding the foregoing or the provisions of Section 9 hereof, in the event such corporation, or parent or subsidiary of the Corporation or such corporation, does not substitute new Options for, and substantially equivalent to, the Options granted hereunder, or assume the Options granted hereunder, the Options granted hereunder shall terminate and thereupon become null and void (i) upon dissolution or liquidation of the Corporation, or similar occurrence, (ii) upon any merger, consolidation, acquisition, separation, reorganization, or similar occurrence, where the Corporation will not be a surviving entity or (iii) upon a transfer of substantially all of the assets of the Corporation or more than 80% of the outstanding Common Stock; provided, however, that each Optionee shall have the right within a 30-day period prior to or concurrently with such dissolution, liquidation, merger, consolidation, acquisition, separation, reorganization or similar occurrence, to exercise any unexpired Option granted hereunder without regard to any installment exercise restrictions. 9. Changes in Corporation's Capital Structure. The existence of outstanding options shall not affect in any way the right or power of the Corporation or its stockholders to make or authorize any or all adjustments, recapitalizations, reorganizations or other changes in the Corporation's capital structure or its business, or any merger or consolidation of the Corporation, or any issuance of Common Stock or subscription rights thereto, or any merger or consolidation of the Corporation, or any issuance of bonds, debentures, preferred or prior preference stock ahead of or affecting the Common Stock or the rights thereof, or the dissolution or liquidation of the corporation, or any sale or transfer of all or any part of its assets or business, or any other corporate act or proceeding, whether of a similar character or otherwise; provided, however, that if the outstanding shares of Common Stock of the Corporation shall at any time be changed or exchanged by declaration of a stock dividend, stock split, combination of shares or recapitalization, the number and kind of shares subject to the Plan or subject to any Options theretofore granted, and the option exercise prices, shall be appropriately and equitably adjusted so as to maintain the proportionate number of shares without changing the aggregate option exercise price. 10. Assignments. Any option granted under this Plan shall be exercisable only by the Optionee to whom granted during his or her lifetime and shall not be assignable or transferable otherwise than by will or by the laws of descent and distribution. 11. Severance; Death; Disability. An Option shall terminate, and no rights thereunder may be exercised, if the person to whom it is granted ceases to be employed by the Corporation or by a Subsidiary except that: 11.1 If the employment of the Optionee is terminated by any reason other than his or her death or disability, the Optionee may at any time within not more than one month after termination of his or her employment, exercise his or her option rights but only to the extent they were exercisable by the Optionee on the date of termination of his or her employment; provided, however, that if the employment is terminated as a result of the Optionee's deliberate, willful or gross misconduct as determined by the Committee, all rights under the Option shall terminate and expire upon such termination. 11 11.2 If the Optionee dies while in the employ of the Corporation or a Subsidiary, or within not more than one month after termination of his or her employment, the Optionee's rights under the option may be exercised in whole or in part, without regard to any installment exercise restrictions, at any time within six months following such death by his or her personal representative or by the person or persons to whom such rights under the Option shall pass by will or by the laws of descent and distribution. 11.3 If the employment of the Optionee is terminated because of permanent disability, the Optionee, or his or her legal representative, may at any time within not more than six months after termination of his or her employment, exercise his or her Option rights in whole or in part, without regard to any installment exercise restrictions. 11.4 Notwithstanding anything contained in sections 11.1, 11.2 and 11.3 to the contrary, no option rights shall be exercisable by anyone after the expiration of the term of the option. 11.5 Transfers of employment between the Corporation and a Subsidiary, or between subsidiaries, will not constitute termination of employment for purposes of any Option granted under this Plan. The Committee may specify in the terms and conditions of an Option whether any authorized leave of absence or absence for military or government service or for any other reasons will constitute a termination of employment for purposes of the option and the Plan. 12. Rights of Participants. Neither the participant nor the personal representatives, heirs, or legatees of such participant shall be or have any of the rights or privileges of a shareholder of the corporation in respect of any of the shares issuable upon the exercise of an Option granted under this Plan unless and until certificates representing such shares shall have been issued and delivered to the participant or to such personal representatives, heirs or legatees. 13. Securities Registration. If any law or regulation of the Securities and Exchange Commission or of any other body having jurisdiction shall require the Corporation or the participant to take any action in connection with the exercise of an option, then notwithstanding any contrary provision of an Option agreement or this Plan, the date for exercise of such Option and the delivery of the shares purchased thereunder shall be deferred until the completion of the necessary action. In the event that the Corporation shall deem it necessary, the Corporation may condition the grant or exercise of an Option granted under this Plan upon the receipt of a satisfactory certificate that the Optionee is acquiring the option or the shares obtained by exercise of the Option for investment purposes and not with the view or intent to resell or otherwise distribute such Option or shares. In such event, the stock certificate evidencing such shares shall bear a legend referring to applicable laws restricting transfer of such shares. In the event that the Corporation shall deem it necessary to register under the Securities Act of 1933, as amended, or any other applicable statute, any Options or any shares with respect to which an option shall have been granted or exercised, then the participant shall cooperate with the Corporation and take such action as is necessary to permit registration or qualification of such Options or shares. 14. Duration and Amendment. 14.1 There is no express limitation upon the duration of the Plan, except for the requirement of the Code that all ISOs must be granted within ten years from the date the Plan is adopted by the Board. 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 shareholders of the Corporation, (i) increase the maximum number of shares as to which options may be granted under the Plan, (ii) permit the granting of ISOs at less than 100% 12 of Fair Market Value at time of grant, or (iii) change the class of employees eligible to receive Options under the Plan. 15. Approval of Shareholders. This Plan expressly is subject to approval of shareholders of the Corporation, and if it is not so approved on or before one year after the date of adoption of this Plan by the Board, the Plan shall not come into effect, and any options granted pursuant to this Plan shall be deemed canceled. 16. Conditions of Employment. The granting of an Option to a participant under this Plan who is an employee shall impose no obligation on the Corporation to continue the employment of any participant and shall not lessen or affect the right of the Corporation to terminate the employment of the participant. Adopted by the Board of Directors on April 21, 1994. Approved by shareholders on March 7, 1995. Amendment authorizing additional 300,000 shares under the 1994 Plan adopted by the Board of Directors on November 30, 1995. Amendment approved by shareholders on January 23, 1996. Amendment for compliance with Internal Revenue Code Section 162(m) adopted by the Board of Directors on October 23, 1996. Amendment approved by shareholders on January 21, 1997 Amendment authorizing additional 600,000 shares under the 1994 plan adopted by the Board of Directors on October 23, 1998. Amendment approved by shareholders on January 20, 1999 13 EX-5.1 3 OPINION RE: LEGALITY Exhibit 5.1 May 27, 1999 Innovex, Inc. 530 11th Avenue South Hopkins, Minnesota 55343-9904 Re: Opinion of Counsel as to Legality of 600,000 Shares of Common Stock to be Registered under the Securities Act of 1933 Ladies and Gentlemen: This opinion is furnished in connection with the registration under the Securities Act of 1933 on Form S-8 of 600,000 shares of Common Stock, $0.04 par value, of Innovex, Inc. (the "Company") offered to officers, other key employees and consultants of the Company pursuant to the Innovex, Inc. 1994 Stock Option Plan (the "Plan"). We advise you that it is our opinion, based on our familiarity with the affairs of the Company and upon our examination of pertinent documents, that the 600,000 shares of Common Stock to be issued by the Company under the Plan, will, when paid for and issued, be legally and validly issued and lawfully outstanding, fully paid and nonassessable shares of Common Stock of the Company. The undersigned hereby consent to the filing of this opinion with the Securities and Exchange Commission as an Exhibit to the Registration Statement with respect to said shares of Common Stock under the Securities Act of 1933. Very truly yours, LINDQUIST & VENNUM P.L.L.P. /s/ Lindquist & Vennum P.L.L.P. 14 EX-23.2 4 CONSENT OF INDEPENDENT CERTI. PUBLIC ACCOUNTANTS Exhibit 23.2 CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS We have issued our report dated November 4, 1998 (except for Note K, as to which the date was November 24, 1998), accompanying the consolidated financial statements and schedule included in the Annual Report of Innovex, Inc. on Form 10-K for the year ended September 30, 1998 which is incorporated by reference in this Registration Statement. We consent to the incorporation by reference in the Registration Statement of the aforementioned report. /s/ GRANT THORNTON LLP Minneapolis, Minnesota May 25, 1999 15 -----END PRIVACY-ENHANCED MESSAGE-----