-----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, PcFWuoA9YQkJkn+PqM7cXWa8X82kVPKxVJovS9PJNflCxazbw5sRLpIwvntApPyi ti/yITXgbhIGAouB6J0HQw== 0000950124-98-003112.txt : 19980527 0000950124-98-003112.hdr.sgml : 19980527 ACCESSION NUMBER: 0000950124-98-003112 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 19980526 EFFECTIVENESS DATE: 19980526 SROS: AMEX FILER: COMPANY DATA: COMPANY CONFORMED NAME: LABARGE INC CENTRAL INDEX KEY: 0000057139 STANDARD INDUSTRIAL CLASSIFICATION: SEARCH, DETECTION, NAVIGATION, GUIDANCE, AERONAUTICAL SYS [3812] IRS NUMBER: 730574586 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: S-8 SEC ACT: SEC FILE NUMBER: 333-53583 FILM NUMBER: 98631408 BUSINESS ADDRESS: STREET 1: 1300 NATIONAL HIGHWAY CITY: THOMASVILLE STATE: NC ZIP: 27360 BUSINESS PHONE: 9104764777 MAIL ADDRESS: STREET 1: PO BOX 14499 CITY: ST LOUIS STATE: MO ZIP: 63178-4499 FORMER COMPANY: FORMER CONFORMED NAME: DORSETT ELECTRONICS INC DATE OF NAME CHANGE: 19690406 S-8 1 S-8 1 As filed with the Securities and Exchange Commission on May 26, 1998 Registration Statement No.____________ ================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 -------------------------------------- FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 -------------------------------------- LABARGE, INC. ------------- (Exact name of Registrant as specified in its charter) Delaware 73-0574586 - -------------------------- ------------------------------------- (State of incorporation) (I.R.S. Employer Identification No.) 9900A Clayton Road, St. Louis, Missouri 63124 --------------------------------------------------- (Address of Principal Executive Offices) (Zip Code) LABARGE, INC. EMPLOYEE STOCK PURCHASE PLAN ------------------------------------------ (Full title of the plan) William J. Maender Vice President and Chief Financial Officer LaBarge, Inc. 9900A Clayton Road St. Louis, Missouri 63124 ------------------------- (Name and address of agent for service) (314) 997-0800 -------------- (Telephone number, including area code, of agent for service) CALCULATION OF REGISTRATION FEE
=============================================================================================================================== Title of securities Amount to be Proposed maximum Proposed maximum Amount of to be registered registered(1) offering price per share aggregate offering price registration fee -------------------- ------------- ------------------------ ------------------------- ----------------- Common Stock, par 1,000,000 shares $3.9375(2) $3,346,875 $1,015.00 value $.01 per share ===============================================================================================================================
(1) Pursuant to Rule 416(c), also registered hereby are such additional indeterminate number of shares of the Registrant's Common Stock as may be required pursuant to the anti-dilution provisions of the Plan. (2) Pursuant to Rule 457(h), the offering price is calculated as 85% of the closing price of the Registrant's Common Stock as quoted on the American Stock Exchange on May 21, 1998. The shares will be purchased under the Plan at the lower of 85% of market on the first or last day of each Plan period. -------------------------------------- 2 INTRODUCTION This Registration Statement on Form S-8 is filed by LaBarge, Inc. (the "Company" or "Registrant") and relates to 1,000,000 shares of the Company's Common Stock issuable under the LaBarge, Inc. Stock Purchase Plan. PART I INFORMATION REQUIRED IN SECTION 10(A) PROSPECTUS ITEM 1: Plan Information.* ITEM 2: Registrant Information and Employee Plan Annual Information.* *Information required by Part I of Form S-8 to be contained in the Section 10(a) prospectus is omitted from this Registration Statement in accordance with Rule 428 under the Securities Act of 1933, as amended (the "Securities Act"), and the Note to Part I of Form S-8. PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE. The following documents previously filed by LaBarge, Inc. (the "Registrant") with the Securities and Exchange Commission are hereby incorporated by reference into this Registration Statement: (a) The Registrant's Annual Report filed on Form 10-K for the fiscal year ended June 29, 1997 pursuant to Section 13(a) of the Securities Exchange Act of 1934; (b) All other reports filed pursuant to Section 13(a) of the Securities Exchange Act of 1934 since the end of 1997; and (c) The description of the Company's Common Stock set forth in the Company's Registration Statement on Form S-1 No. 33-23137, effective September 28, 1988. All documents filed by the Company subsequent to the date of this Registration Statement pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, prior to the filing of a post-effective amendment which indicates that all securities offered hereby have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference into this Registration Statement and to be a part hereof from the respective dates of filing of such documents. II-1 3 For purposes of this Registration Statement, any statement contained in a document incorporated or deemed to be incorporated herein by reference shall be deemed to be modified or superseded to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated herein by reference modifies or supersedes such statement in such document. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement. ITEM 4. DESCRIPTION OF SECURITIES. Inapplicable. ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL. Inapplicable. ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS. Section 145 of the General Corporation Law of the State of Delaware sets forth provisions pursuant to which officers and directors of the Company may be indemnified against any liabilities which they may incur in their capacity as such. Article VII of the Company's by-laws, as amended, provides for the indemnification of directors and officers of the Company against certain liabilities under certain circumstances. Insofar as indemnification for liabilities arising under the Securities Act of 1933 by the Company may be permitted to directors, officers and controlling persons of the Company pursuant to the foregoing provisions, or otherwise, the Company understands that the Securities and Exchange Commission is of the opinion that such indemnification is against public policy as expressed in said Act and therefore may be unenforceable. ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED. Not applicable. ITEM 8. EXHIBITS. The following Exhibits are filed as a part of this Registration Statement: EXHIBIT DESCRIPTION 4.1 Restated Certificate of Incorporation dated October 26, 1995, previously filed as Exhibit 3.1(i) to the Company's Quarterly Report on Form 10-Q for the quarter ended October 1, 1995 and incorporated herein by reference. 4.1(a) Amendment to Certificate of Incorporation dated November 14, 1997, previously filed as Exhibit 3.1(a) to the Company's Quarterly Report on Form 10-Q for the quarter ended December 28, 1997 and incorporated herein by reference. II-2 4 4.2 By-Laws, as amended, previously filed as Exhibit 3.2(a) to the Company's Quarterly Report on Form 10-Q for the quarter ended October 1, 1995 and incorporated herein by reference. 4.3 LaBarge, Inc. Employee Stock Purchase Plan 5 Opinion of Armstrong, Teasdale, Schlafly & Davis regarding legality of shares being registered. 23(a) Consent of KPMG Peat Marwick LLP. 23(b) Consent of Armstrong, Teasdale, Schlafly & Davis (incorporated in Exhibit 5 described above). 25 Powers of Attorney (See Signature Page). ITEM 9. UNDERTAKINGS. (a) The Registrant hereby undertakes: (1) To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement: (i) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933; (ii) To reflect in the prospectus any facts or events arising after the effective date of the Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. 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 percent 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 any 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 information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed by the Registrant pursuant to II-3 5 Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in this Registration Statement. (2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. (b) The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the Registrant's annual report pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 that is incorporated by reference in the Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and in 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 of 1933 may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the 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 person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue. 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 St. Louis County, State of Missouri, on May 26, 1998. LABARGE, INC. By: /s/Craig E. LaBarge/s/ ----------------------------------- Craig E. LaBarge President and Chief Executive Officer 6 Each person whose signature appears below constitutes and appoints Craig E. LaBarge and William J. Maender his true and lawful attorneys-in-fact and agents, each acting alone, with full powers of substitution and re-substitution, for him and in his name, place or stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement, and to file same with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, each acting alone, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully hereby ratifying and confirming all that said attorneys-in-fact and agents, each acting alone, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.
Signature Title Date /s/Pierre L. LaBarge, Jr./s/ Chairman Emeritus and 5/26/98 - ------------------------------ Director Pierre L. LaBarge, Jr. /s/Craig E. LaBarge/s/ President (Chief Executive Officer) 5/26/98 - ---------------------- and Director Craig E. LaBarge /s/William J. Maender/s/ Vice President-Finance (Chief 5/26/98 - ------------------------- Financial and Accounting Officer) William J. Maender and Secretary /s/Gus G. Casten/s/ Director 5/26/98 - --------------------- Gus G. Casten /s/Robert H. Chapman/s/ Director 5/26/98 - ------------------------- Robert H. Chapman /s/Richard P. Conerly/s/ Director 5/26/98 - -------------------------- Richard P. Conerly
7
Signature Title Date --------- ----- ---- /s/R. Hal Dean/s/ Director 5/26/98 - ------------------- R. Hal Dean /s/Edward J. Nestor, Jr./s/ Director 5/26/98 - ------------------------------ Edward J. Nestor, Jr. /s/James P. Shanahan, Jr./s/ Director 5/26/98 - ------------------------------ James P. Shanahan, Jr. /s/Jack E. Thomas, Jr./s/ Director 5/26/98 - -------------------------- Jack E. Thomas, Jr. /s/J. C. Kuhn/s/ Director 5/26/98 - ------------------- J.C. Kuhn
8 EXHIBIT INDEX
EXHIBIT SEQUENTIALLY NO. DESCRIPTION NUMBERED PAGE - ------- ----------- ------------- 4.1 Restated Certificate of Incorporation dated October 26, 1995, previously filed as Exhibit 3.1(i) to the Company's Quarterly Report on Form 10-Q for the quarter ended October 1, 1995 and incorporated herein by reference. 4.1(a) Amendment to Certificate of Incorporation dated November 14, 1997, previously filed as Exhibit 3.1(a) to the Company's Quarterly Report on Form 10-Q for the quarter ended December 28, 1997 and incorporated herein by reference. 4.2 By-Laws, as amended, previously filed as Exhibit 3.2(a) to the Company's Quarterly Report on Form 10-Q for the quarter ended October 1, 1995 and incorporated herein by reference. 4.3 LaBarge, Inc. Employee Stock Purchase Plan. 5 Opinion of Armstrong, Teasdale, Schlafly & Davis regarding legality of shares being registered. 23(a) Consent of KPMG Peat Marwick LLP. 23(b) Consent of Armstrong, Teasdale, Schlafly & Davis (incorporated in Exhibit 5 described above). 25 Powers of Attorney (See Signature Page).
II-7 EX-4.3 2 EX-4.3 1 EXHIBIT 4.3 LABARGE, INC. EMPLOYEE STOCK PURCHASE PLAN ARTICLE I - PURPOSE 1.01 Purpose The LaBarge, Inc. Employee Stock Purchase Plan (the "Plan") is intended to provide a method whereby Employees of LaBarge, Inc., a Delaware corporation, and its subsidiary corporations (hereinafter collectively referred to as the "Company") will have an opportunity to acquire a proprietary interest in LaBarge, Inc. through the purchase of shares of the common stock of LaBarge, Inc. It is the intention of the Company to have the Plan qualify as an "employee stock purchase plan" under Section 423 of the Internal Revenue Code of 1986, as amended (the "Code"). The provisions of the Plan shall be construed so as to extend and limit participation in a manner consistent with the requirements of that section of the Code. ARTICLE II - DEFINITIONS 2.01 Administrator "Administrator" means the Company's agent for administering the Plan. The Administrator shall be appointed by the Committee pursuant to Section 11.02. 2.02 Base Pay "Base Pay" shall mean regular, straight-time earnings excluding payments for overtime, shift premium, bonuses and other special payments, commissions and other marketing incentive payments. 2.03 Board "Board" means the board of directors of LaBarge, Inc. 2.04 Committee "Committee" means the Compensation Committee of the Board. 2.05 Employee "Employee" means any person who is customarily employed on a full-time or part-time basis by the Company and is regularly scheduled to work more than twenty hours per week. 2.06 Offering "Offering" means the Company's offer to sell Stock during an Offering Period. 2 2.07 Offering Period "Offering Period" means the period commencing the first day of each calendar quarter and ending the last day of such calendar quarter commencing with the calendar quarter starting July 1, 1998. 2.08 Offering Commencement Date "Offering Commencement Date" means the first day of each Offering Period. 2.09 Offering Termination Date "Offering Termination Date" means the last day of each Offering Period. 2.10 Option "Option" means the right to purchase Stock pursuant to this Plan. 2.11 Participant "Participant" means an Employee who elects to participate in the Plan. 2.12 Plan Account "Plan Account" means the record of a Participant's full and fractional shares of Stock held by the Administrator. A Participant's Plan Account and the shares held in such account will be fully vested in the Participant and nonforfeitable by the Participant. A Participant's Plan Account will be held in his or her name as beneficial owner; provided, however, that a Participant may cause the Administrator to add his or her Spouse as a co-owner of the Plan Account and may specify the type of ownership such as tenants in common, joint tenants with the right of survivorship or tenants by the entireties. 2.13 Plan Year "Plan Year" means the annual accounting period for the Plan beginning and ending on January 1 and December 31 of each year except that the first Plan Year shall be the period beginning July 1, 1998 and ending December 31, 1998. 2.14 Spouse "Spouse" means a person who is alive and married to the Participant within the meaning of the laws of the State of the Participant's residence as evidenced by a valid marriage certificate or other proof acceptable to the Committee. -2- 3 2.15 Stock "Stock" means common stock of LaBarge, Inc., par value $.01 per share. 2.16 Subsidiary Corporation "Subsidiary Corporation" means any present or future corporation which (i) would be a "subsidiary corporation" of LaBarge, Inc. as that term is defined in Section 424 of the Code, and (ii) is designated as a participating company in the Plan by the Committee. ARTICLE III - ELIGIBILITY AND PARTICIPATION 3.01 Initial Eligibility An Employee who shall have completed ninety days of consecutive employment with and shall be employed by the Company on the date his or her participation in the Plan is to become effective shall be eligible to participate in Offerings which commence on or after such ninety day period has concluded. 3.02 Leave of Absence For purposes of participation in the Plan, a person on leave of absence shall be deemed to be an Employee for the first ninety days of such leave of absence and such Employee's employment with the Company shall be deemed to have terminated at the close of business on the ninetieth day of such leave of absence unless such Employee shall have returned to regular employment of the Company (as the case may be) prior to the close of business on such ninetieth day. Termination by the Company of any Employee's leave of absence, other than termination of such leave of absence on return to employment with the Company, shall terminate an Employee's employment for all purposes of the Plan and shall terminate such Employee's participation in the Plan and right to exercise any Option. 3.03 Restrictions on Participations Notwithstanding any provisions of the Plan to the contrary, no Employee shall be granted an Option to participate in the Plan: (a) if, immediately after the grant, such Employee would own Stock, and/or hold outstanding options to purchase Stock, possessing five percent or more of the total combined voting power or value of all classes of stock of LaBarge, Inc. (for purposes of this paragraph, the rules of Section 424(d) of the Code shall apply in determining such stock ownership of any Employee); or (b) which permits his or her rights to purchase Stock under all employee stock purchase plans, as defined in Section 423 of the -3- 4 Code, of the Company to accrue at a rate which exceeds $25,000 in fair market value of the Stock (determined at the time such Option is granted) for each calendar year in which such Option is outstanding. 3.04 Commencement of Participation An eligible Employee may become a Participant by completing an authorization for a payroll deduction on the form provided by the Company and filing it with the office of the Treasurer of LaBarge, Inc. on or before the date set therefor by the Committee, which date shall be prior to the Offering Commencement Date for the Offering (as such terms are defined below). Payroll deductions for a Participant shall commence on the applicable Offering Commencement Date when his or her authorization for a payroll deduction becomes effective and shall end on the Offering Termination Date of the Offering to which such authorization is applicable unless sooner terminated by the Participant as provided in Article VIII. ARTICLE IV - OFFERINGS 4.01 Stock Subject to Options The aggregate number of shares of Stock which may be issued under Options under this Plan shall not exceed 1,000,000 shares of Stock, except for adjustments under Section 12.04. Shares optioned and not accepted, or, if accepted, not purchased, shall continue to be available for inclusion in any subsequent Options which may be granted under the Plan. 4.02 Quarterly Offerings The Board shall determine the number of shares of Stock, subject to the aggregate limits of Section 4.01, to be offered under the Plan before the first day of each Offering Period commencing with the Offering Period starting July 1, 1998. ARTICLE V - PAYROLL DEDUCTIONS 5.01 Amount of Deduction At the time a Participant files his or her authorization for payroll deduction, he or she shall elect to have deductions made from his or her pay on each payday during the time he or she is a Participant in an Offering at the rate of 1, 2, 3, 4, 5, 6, 7, 8, 9 or 10 percent of his or her Base Pay in effect at the Offering Commencement Date of such Offering, provided, however, that such payroll deduction must not be less than $5.00 for a payroll period. In the case of an hourly Employee, such Employee's Base Pay during an Offering shall be determined by multiplying such Employee's hourly rate of pay in effect on the Offering Commencement Date by -4- 5 the number of regularly scheduled hours of work for such Employee during such Offering. 5.02 Participant's Account All payroll deductions made for a Participant shall be credited to his or her account under the Plan. A Participant may not make any separate cash payment into such account. Payroll deductions shall be deposited with the Company's general funds. 5.03 Changes in Payroll Deductions A Participant may discontinue his or her participation in the Plan as provided in Article VIII, but no other change can be made during an Offering and, specifically, a Participant may not alter the amount of his or her payroll deductions for that Offering. 5.04 Leave of Absence If a Participant goes on a leave of absence, such Participant shall have the right to elect: (a) to withdraw the balance in his or her account pursuant to Section 7.02, (b) to discontinue contributions to the Plan but remain a Participant in the Plan, or (c) remain a Participant in the Plan during such leave of absence, authorizing deductions to be made from payments by the Company to the Participant during such leave of absence. ARTICLE VI - GRANTING OF OPTION 6.01 Number of Option Shares On the Offering Termination date of each Offering, a Participant shall purchase a number of full and fractional shares of Stock equal to the amount withheld from his or her Base Pay during the Offering divided by the Option Price as determined under Section 6.02. 6.02 Option Price The Option Price of Stock purchased with payroll deductions made during such Offering for a Participant therein shall be the lower of: (a) eighty-five percent of the closing price of the Stock on the Offering Commencement Date or the nearest prior business day on which trading of Stock occurred on the American Stock Exchange; or (b) eighty-five percent of the closing price of the Stock on the Offering Termination Date or the nearest prior business day on which trading of Stock occurred on the American Stock Exchange. If the Stock is not admitted to trading on any of the aforesaid dates for which closing prices of the Stock are to be -5- 6 determined, then reference shall be made to the fair market value of the Stock on that date, as determined on such basis as shall be established or specified for the purpose by the Committee. ARTICLE VII - EXERCISE OF OPTION 7.01 Automatic Exercise Unless a Participant gives written notice to the Company as hereinafter provided, his or her Option for the purchase of Stock with payroll deductions made during any Offering will be deemed to have been exercised automatically on the Offering Termination Date applicable to such Offering, for the purchase of the number of full shares of Stock which the accumulated payroll deductions in his or her account at that time will purchase at the applicable Option price. 7.02 Withdrawal of Account By written notice to the Treasurer of the Company, at any time prior to the Offering Termination Date applicable to any Offering, a Participant may elect to withdraw all the accumulated payroll deductions in his or her account at such time. 7.03 Transferability of Option During a Participant's lifetime, Options held by such Participant shall be exercisable only by that Participant. 7.04 Delivery of Stock As promptly as practicable after the Offering Termination Date of each Offering, the Company will cause to be transferred to each Participant's Plan Account the shares evidencing Stock purchased upon exercise of his or her Option. ARTICLE VIII - WITHDRAWAL 8.01 In General As provided in Section 7.02, a Participant may withdraw payroll deductions credited to his or her account under the Plan at any time by giving written notice to the Treasurer of LaBarge, Inc. All of the Participant's payroll deductions credited to his or her account will be paid to him promptly after receipt of his or her notice of withdrawal, and no further payroll deductions will be made from his or her pay during such Offering. The Company may, at its option, treat any attempt to borrow by a Employee on the security of his or her accumulated payroll deductions as an election to withdraw such deductions. -6- 7 8.02 Effect on Subsequent Participation A Participant's withdrawal from any Offering will not have any effect upon his or her eligibility to participate in any succeeding Offering or in any similar plan which may hereafter be adopted by the Company. 8.03 Termination of Employment Upon termination of the Participant's employment for any reason, including retirement (but excluding death while in the employ of the Company or continuation of a leave of absence for a period beyond ninety days), the payroll deductions credited to his or her account will be returned to him or her, or, in the case of his or her death subsequent to the termination of his or her employment, to the person or persons entitled thereto under Section 12.01. 8.04 Termination of Employment Due to Death Upon termination of the Participant's employment because of his or her death, his or her beneficiary (as defined in Section 12.01) shall be paid within sixty days commencing with the date of the death of the Participant the payroll deductions credited to the Participant's account under the Plan. 8.05 Leave of Absence A Participant on leave of absence shall, subject to the election made by such Participant pursuant to Section 5.04, continue to be a Participant in the Plan so long as such Participant is on continuous leave of absence. A Participant who has been on leave of absence for more than ninety days and who therefore is not an Employee for the purpose of the Plan shall not be entitled to participate in any Offering commencing after the ninetieth day of such leave of absence. Notwithstanding any other provisions of the Plan, unless a Participant on leave of absence returns to regular full-time or part-time employment with the Company at the earlier of: (a) the termination of such leave of absence or (b) three months from the ninetieth day of such leave of absence, such Participant's participation in the Plan shall terminate on whichever of such dates first occurs. ARTICLE IX - INTEREST 9.01 Payment of Interest No interest will be paid or allowed on any money paid into the Plan or credited to the account of any Participant. -7- 8 ARTICLE X - STOCK 10.01 Maximum Shares If the total number of shares of Stock for which Options are exercised on any Offering Termination Date in accordance with Article VI exceeds the maximum number of shares of Stock for the applicable Offering, the Company shall make a pro rata allocation of the shares of Stock available for delivery and distribution in a nearly uniform a manner as shall be practicable and as it shall determine to be equitable, and the balance of payroll deductions credited to the account of each Participant under the Plan shall be returned to him or her as promptly as possible. 10.02 Participant's Interest in Option Stock The Participant will have no interest in Stock covered by his or her Option until such Option has been exercised at the Offering Termination Date for any offering. 10.03 Registration of Stock Stock to be delivered to a Participant's Plan Account will be registered in the name of the Participant as the beneficial, or, if the Participant so directs by written notice to the Treasurer of the Company, in the names of the Participant and his or her Spouse, as provided by Section 2.12. 10.04 Restrictions on Exercise The Board may, in its discretion, require as conditions to the exercise of the any Option that the shares of Stock reserved for issuance upon the exercise of the Option shall have been duly listed, upon official notice of issuance, upon a stock exchange, and that either: (a) a Registration Statement under the Securities Act of 1933, as amended, with respect to said shares shall be effective, or (b) the Participant shall have represented at the time of purchase, in form and substance satisfactory to the Company, that it is his or her intention to purchase the shares for investment and not for resale or distribution. ARTICLE XI - ADMINISTRATION 11.01 Appointment of Committee The Committee shall administer the Plan. 11.02 Authority of Committee -8- 9 Subject to the express provisions of the Plan, the Committee shall have plenary authority in its discretion to interpret and construe any and all provisions of the Plan, to adopt rules and regulations for administering the Plan, and to make all other determinations deemed necessary or advisable for administering the Plan. The Committee's determination on the foregoing matters shall be conclusive. The Committee may delegate all or a portion of its duties to an Administrator to facilitate the purchase and transfer of shares of Stock and to otherwise assist in the administration of the Plan. ARTICLE XII - MISCELLANEOUS 12.01 Designation of Beneficiary A Participant may file a written designation of a beneficiary who is to receive any cash credited to his or her account at the time of his or her death. Such designation of beneficiary may be changed by the Participant at any time by written notice to the Treasurer of LaBarge, Inc. Upon the death of a Participant and upon receipt by the Company of proof of identity and existence at the Participant's death of a beneficiary validly designated by him under the Plan, the Company shall pay such cash to the beneficiary in accordance with Section 8.04. In the event of the death of a Participant and in the absence of a beneficiary validly designated under the Plan who is living at the time of such Participant's death, the Company shall pay cash to the executor or administrator of the estate of the Participant, or if no such executor or administrator has been appointed (to the knowledge of the Company), the Company, in its discretion, may pay cash to the Spouse or to any one or more dependents of the Participant as the Company may designate. No beneficiary shall, prior to the death of the Participant by whom he or she had been designated, acquire any interest in the Stock or cash credited to the Participant under the Plan. 12.02 Transferability Neither payroll deductions credited to a Participant's account nor any rights with regard to the exercise of an Option or to receive Stock under the Plan may be assigned, transferred, pledged, or otherwise disposed of in any way by the Participant other than by will or the laws of descent and distribution. Any such attempted assignment, transfer, pledge or other disposition shall be without effect, except that the Company may treat such act as an election to withdraw funds in accordance with Section 7.02. 12.03 Use of Funds All payroll deductions received or held by the Company under this Plan may be used by the Company for any corporate purpose and the Company shall not be obligated to segregate such payroll deductions. -9- 10 12.04 Adjustment Upon Changes in Capitalization (a) If, while any Options are outstanding, the outstanding shares of Stock of the Company have increased, decreased, changed into, or been exchanged for a different number or kind of shares or securities of the Company through reorganization, merger, recapitalization, reclassification, stock split, reverse stock split or similar transaction, appropriate and proportionate adjustments may be made by the Committee in the number and/or kind of shares which are subject to purchase under outstanding Options and on the Option exercise price or prices applicable to such outstanding options. In addition, in any such event, the number and/or kind of shares of Stock which may be offered in the Offerings described in Article IV hereof shall also be proportionately adjusted. No adjustments shall be made for stock dividends. For the purposes of the Paragraph, any distribution of shares of Stock to shareholders in an amount aggregating twenty percent or more of the outstanding shares of Stock shall be deemed a stock split and any distributions of shares aggregating less than twenty percent of the outstanding shares of Stock shall be deemed a stock dividend. (b) Upon the dissolution or liquidation of LaBarge, Inc., or upon a reorganization, merger or consolidation of LaBarge, Inc. with one or more corporations as a result of which LaBarge, Inc. is not the surviving corporation, or upon a sale of substantially all of the property or Stock of LaBarge, Inc. to another corporation, the holder of each Option then outstanding under the Plan will thereafter be entitled to receive at the next Offering Termination Date upon the exercise of such Option for each share of Stock as to which such option shall be exercised, as nearly as reasonably may be determined, the cash, securities and/or property which a holder of one share of the Stock was entitled to receive upon and at the time of such transactions. The Board shall take such steps in connection with such transactions as the Board shall deem necessary to assure that the provisions of this Section 12.04 shall thereafter be applicable, as nearly as reasonably may be determined, in relation to the said cash, securities and/or property as to which such holder of such Option might thereafter be entitled to receive. 12.05 Amendment and Termination The Board shall have complete power and authority to terminate or amend the Plan; provided, however, that the Board shall not, without the approval of the stockholders of LaBarge, Inc. (i) increase the maximum number of shares which may be issued under any Offering (except pursuant to Section 12.04); (ii) amend the requirements as to the class of Employees eligible to purchase stock under the Plan or permit the members of the Committee to purchase stock under the Plan. No termination, modification or amendment of the Plan may, without the consent of an Employee then having an Option under the Plan to purchase Stock, adversely affect the rights of such Employee under such Option. -10- 11 12.06 Effective Date The Plan shall become effective as of July 1, 1998, subject to approval by the holders of the majority of the Stock present and represented at a special or annual meeting of the shareholders of LaBarge, Inc. held on or before December 31, 1998. If the Plan is not so approved, the Plan shall not become effective and all funds withheld from the Base Pay of Participants shall be returned to such Participants without interest. 12.07 No Employment Rights The Plan does not, directly or indirectly, create any right for the benefit of any Employee or class of Employees to purchase any shares of Stock under the Plan, or create in any Employee or class of Employees any right with respect to continuation of employment by the Company, and it shall not be deemed to interfere in any way with the Company's right to terminate, or otherwise modify, an Employee's employment at any time. 12.08 Effect of Plan The provisions of the Plan shall, in accordance with its terms, be binding upon, and inure to the benefit of, all successors of each Participant, including, without limitation, such Participant's estate and the executors, administrators or trustees thereof, heirs and legatees, and any receiver, trustee in bankruptcy or representative of creditors of such Participant. 12.09 Headings The headings are inserted for convenience only and shall not affect the meaning or interpretation of the Plan. 12.10 Terms Terms in the singular shall be deemed to include the plural, and vice versa, wherever the context so permits or requires. 12.11 Governing Law The law of the State of Delaware will govern all matters relating to this Plan except to the extent it is superseded by the laws of the United States. IN WITNESS WHEREOF, this Plan is adopted this 28th day of January, 1998. LaBARGE, INC. By:/s/Craig E. LaBarge/s/ ------------------------ President -11- EX-5 3 EX-5 1 EXHIBIT 5 [ARMSTRONG, TEASDALE, SCHLAFLY & DAVIS LETTERHEAD] May 26, 1998 Board of Directors LaBarge, Inc. 9900A Clayton Road St. Louis, Missouri 63124 Gentlemen: In our capacity as counsel for LaBarge, Inc., a Delaware corporation (the "Company"), we have examined the Registration Statement on Form S-8 (the "Registration Statement") proposed to be filed by the Company with the Securities and Exchange Commission under the provisions of the Securities Act of 1933, as amended, relating to up to 1,000,000 shares of common stock, par value $.01 per share (the "Common Stock"), to be offered by the Company to its employees pursuant to options issued under the Company's Employee Stock Purchase Plan (the "Plan"). In connection herewith, we have examined such records, documents and proceedings as we deem relevant and necessary as a basis for the opinion expressed herein. Upon the basis of the foregoing, we are of the opinion that: 1. The shares of Common Stock referred to above, to the extent actually issued pursuant to the Plan, will have been duly and validly authorized and issued and will be fully paid and non- assessable shares of the Company; 2. Under the laws of the State of Delaware, no personal liability attaches to the ownership of the shares of the Common Stock of the Company. We hereby consent to filing of this opinion with the Securities and Exchange Commission as an exhibit to the Registration Statement. Very truly yours, ARMSTRONG, TEASDALE, SCHLAFLY & DAVIS /s/ Armstrong, Teasdale, Schlafly & Davis EX-23.(A) 4 EXHIBIT 23(A) 1 EXHIBIT 23(a) INDEPENDENT AUDITORS' CONSENT The Board of Directors LaBarge, Inc.: We consent to incorporation by reference in the Registration Statement No. ____________ on Form S-8 of LaBarge, Inc. of our report dated August 8, 1997, relating to the consolidated balance sheets of LaBarge, Inc. and subsidiaries as of June 29, 1997 and June 30, 1996, and the related consolidated statements of operations, stockholders' equity and cash flows, and related schedule for each of the years in the three-year period ended June 29, 1997, which report appears in the June 29, 1997 Annual Report on Form 10-K of LaBarge, Inc. /s/ KPMG Peat Marwick St. Louis, Missouri May 26, 1998 -----END PRIVACY-ENHANCED MESSAGE-----