-----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, Ka0ggKosCE1eB0TsKnn1hP48hv4POOSUPe6PoVUGRIbLVZaLERNBDsVP7Alqm0wh Cj88CLKCsVIwQ6/N+u/blQ== 0000950124-98-007413.txt : 19981216 0000950124-98-007413.hdr.sgml : 19981216 ACCESSION NUMBER: 0000950124-98-007413 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 6 FILED AS OF DATE: 19981215 EFFECTIVENESS DATE: 19981215 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MORTON INDUSTRIAL GROUP INC CENTRAL INDEX KEY: 0000064247 STANDARD INDUSTRIAL CLASSIFICATION: MISCELLANEOUS FABRICATED METAL PRODUCTS [3490] IRS NUMBER: 380811650 STATE OF INCORPORATION: GA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: SEC FILE NUMBER: 333-68927 FILM NUMBER: 98769740 BUSINESS ADDRESS: STREET 1: 1021 WEST BIRCHWOOD STREET CITY: MORTON STATE: IL ZIP: 61550 BUSINESS PHONE: 3092667176 MAIL ADDRESS: STREET 1: 1021 WEST BIRCHWOOD STREET CITY: MORTON STATE: IL ZIP: 61550 FORMER COMPANY: FORMER CONFORMED NAME: MLX CORP /GA DATE OF NAME CHANGE: 19960823 FORMER COMPANY: FORMER CONFORMED NAME: MCLOUTH STEEL CORP DATE OF NAME CHANGE: 19850212 S-8 1 FORM S-8 1 REGISTRATION NUMBER 333-________ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 MORTON INDUSTRIAL GROUP, INC. (Exact name of registrant as specified in its charter) Georgia 38-0811650 ------- ---------- (State or other jurisdiction (I.R.S. Employer of incorporation or organization) Identification No.) 1021 West Birchwood St., Morton, IL 61550 - ----------------------------------- ----- (Address of Principal Executive Offices) (Zip Code) MORTON INDUSTRIAL GROUP, INC. 1997 STOCK OPTION PLAN (Full title of the plan) Morton Industrial Group, Inc. 1021 West Birchwood St. Morton, Illinois 61550 (Name and address of agent for service) (309) 266-7176 (Telephone number, including area code, of agent for service) CALCULATION OF REGISTRATION FEE
- ----------------------------------------------------------------------------------------------------------------------------------- Title of securities Amount to be Proposed maximum Proposed maximum aggregate Amount of to be registered registered offering price per share offering price(1)(2) registration fee(1)(2) - ---------------- ---------- ------------------------ -------------------------- ----------------- Class A Common Stock, par 1,166,711(3) $17.1250 (783,281 shares)(1) $18,883,582 $5,570.66 value $.01 per share shares $16.5625 (50,000 shares)(1) $14.0000 (303,430 shares)(2) $13.1250 (30,000 shares)(1) - -----------------------------------------------------------------------------------------------------------------------------------
(1) Estimated in accordance with Rule 457(h) solely for the purpose of calcalating the amount of the registration fee on the basis of $17.1250, $16.5625, and $13.1250 per share, which are the exercise prices of stock options granted the 1997 Stock Option Plan. (2) Computed solely for the purpose of calculating the amount of the registration fee, pursuant to Rule 457(c) and (h), based on the bid and asked prices reported for the Common Stock on NASDAQ for December 10, 1998. (3) Plus such additional shares as may be issued pursuant to antidilution provisions. 2 Part II. Item 3. INCORPORATION OF DOCUMENTS BY REFERENCE The following documents are incorporated by reference in this registration statement: (a) Registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 1997; (b) Registrant's Quarterly Report on Form 10-Q for the quarterly period ended April 4, 1998; (c) Registrant's Quarterly Report on Form 10-Q for the quarterly period ended June 27, 1998; (d) Registrant's Quarterly Report on Form 10-Q for the quarterly period ended October 3, 1998; (e) Registrants' Proxy Statement on Schedule 14A dated May 7, 1998 including the description of the Registrant's Class A Common Stock included therein; and (f) Registrant's Current Reports on Form 8-K dated September 17, 1998; August 11, 1998; June 22, 1998; June 12, 1998; June 11, 1998; May 8, 1998; April 22, 1998; April 16, 1998; April 14, 1998; March 17, 1998, and February 4, 1998. All documents filed by the registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934 after the date of this registration statement and prior to the filing of a post-effective amendment to this registration statement which indicates that all securities offered hereunder have been sold, or which deregisters all securities then remaining unsold under this registration statement, 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 Not applicable; the class of securities to be offered is registered under Section 12 of the Securities Exchange Act of 1934. Item 5. INTEREST OF NAMED EXPERTS AND COUNSEL The Opinion of Counsel was prepared by Husch & Eppenberger, LLC. No Members of Husch & Eppenberger, LLC, have a substantial interest in the registrant. 3 Item 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS As provided under Georgia Law, the Registrant's Articles of Incorporation provide that a director shall not be personally liable to the Registrant or its shareholders for monetary damages for breach of duty of care or any other duty owed to the Registrant or its shareholders for monetary damages for breach of duty of care or any other duty owed to the Registrant as a director, except that such provision shall not eliminate or limit the liability of a director (a) for any appropriation, in violation of his duties, of any business opportunity of the Registrant, (b) for acts or omissions which involve intentional misconduct or a knowing violation of law, (c) for unlawful corporate distributions or (d) for any transaction from which the director received an improper benefit. Under Article V of the Registrant's Bylaws, the Registrant is required to indemnify its directors and officers to the fullest extent permitted by Georgia law. The Georgia Business Corporation Code provides that a corporation may indemnify its directors, officers and agents against judgments, fines, penalties, amounts paid in settlement, and expenses, including attorneys' fees, resulting from various types of legal actions or proceedings if the actions of the party being indemnified meet the standards of conduct specified therein. The determination concerning whether or not the applicable standard of conduct has been met can be made by (a) a disinterested majority of the Board of Directors, (b) a majority of a committee of disinterested directors or (c) independent legal counsel. No indemnification may be made to or on behalf of a corporate director, officer, employee or agent (i) in corporation in which such person was adjudged liable to the corporation or (ii) in connection with any other proceeding in which such person was adjudged liable on the basis that personal benefit was improperly received by him. In the event any payments are made to an officer or director by way of indemnity, other than by court order, action of the shareholders or by an insurance carrier, the Registrant must notify its shareholders of such payments and all relevant details in a timely manner and in no event later than the notice of the next annual shareholders' meeting. The Registrant's directors and officers are insured against losses arising from any claim against them as such for wrongful acts or omissions, subject to certain limitations. Item 7. EXEMPTION FROM REGISTRATION CLAIMED Not applicable. Item 8. EXHIBITS The Exhibits to this Registration Statement are listed in the Exhibit Index on Page 7 of this Registration Statement, which Index is incorporated herein by reference. Item 9. UNDERTAKINGS 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 to include any material 2 4 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. (2) For the purpose of determining liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement of the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant's annual report pursuant to section 13(a) or section 15(d) of the Securities Exchange Act of 1934 that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the 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. 3 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 Morton, State of Illinois on the 10th day of December, 1998. MORTON INDUSTRIAL GROUP, INC. By: /s/ William D. Morton, President POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS that each individual whose signature appears below constitutes and appoints William D. Morton, Daryl R. Lindeman and Thomas D. Lauerman, and each of them, his true and lawful attorneys-in-fact and agents with full power of substitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement and any other documents and instruments incidental thereto, and to file the same, with all exhibits thereto, and all documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, 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 to all intents and purposes as he might or could do in person, thereby ratifying and confirming all that said attorneys-in-fact and agents and/or any of them, or their 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 by the following persons in the capacities and on the date indicated. 4 6
Signature Title Date /s/ William D. Morton Chairman of the Board, Chief Executive December 10, 1998 ---------------------- Officer and Director William D. Morton (Principal Executive Officer) /s/ Thomas D. Lauerman Vice President, Finance (Principal December 10, 1998 ------------------------ Financial and Accounting Officer) Thomas D. Lauerman /s/ Fred W. Broling Director December 10, 1998 ---------------------- Fred W. Broling /s/ Alfred R. Glancy, III Director December 10, 1998 ---------------------------- Alfred R. Glancy, III /s/ Mark W. Mealy Director December 10, 1998 -------------------- Mark W. Mealy /s/ Willem F.P. de Vogel Director December 10, 1998 -------------------------- Willem F.P. de Vogel
5 7 EXHIBIT INDEX
Exhibit Sequentially Number Description of Documents Numbered Page - ------ ------------------------ 4.1 Specimen Class A Common Stock Certificate. 7 4.2 Articles of Incorporation (filed herewith), as amended by Articles 9 of Amendment to Articles of Incorporation (filed as Exhibit 3 to the registrant's Form 8-K dated February 4, 1998). 4.3 Bylaws, as amended (incorporated by reference to Exhibit 3.3, to - the registrant's annual report on Form 10-K405 dated March 17, 1998). 5 Opinion of Counsel. 14 23.1 Consent of Independent Auditor. 16 23.2 Consent of Independent Auditor 17 23.3 Consent of counsel (included in Exhibit 5). - 24 Power of Attorney (included on Signature Page of the Registration - Statement).
6 EX-4.1 2 SPECIMAN CLASS A COMMON STOCK CERTIFICATE 1 EXHIBIT 4.1 SPECIMEN CLASS A COMMON STOCK CERTIFICATE Front of Certificate: MORTON INDUSTRIAL GROUP, INC. (LOGO) INCORPORATED UNDER THE LAWS OF THE STATE OF GEORGIA SEE REVERSE FOR CERTAIN DEFINITIONS AND TRANSFER RESTRICTIONS. CUSIP 619328 10 7 THIS CERTIFIES THAT _____________________ IS THE OWNER OF FULLY PAID AND NON-ASSESSABLE SHARES OF THE $.01 PAR VALUE CLASS A COMMON STOCK OF MORTON INDUSTRIAL GROUP, INC. (hereinafter called the "Corporation"), transferable on the books of the Corporation by the holder hereof in person or by duly authorized attorney, upon surrender of this certificate properly endorsed. This certificate is not value until countersigned by the Transfer Agent and Registrar. Witness the facsimile seal of the Corporation and the facsimile signatures of its duly authorized officers. Dated VICE PRESIDENT (FINANCE), TREASURER & SECRETARY CHAIRMAN, PRESIDENT AND CHIEF EXECUTIVE OFFICER (SEAL) COUNTERSIGNED AND REGISTERED: AMERICAN STOCK TRANSFER & TRUST COMPANY (NEW YORK, N.Y.) TRANSFER AGENT AND REGISTRAR BY AUTHORIZED SIGNATURE REVERSE OF CERTIFICATE: Morton Industrial Group, Inc. will furnish to any shareholder of the Corporation, upon request and without charge, a full statement of the designation, relative rights, preferences, and limitations of the shares of each class authorized to be issued and of each series of any class of shares so far as the same have been prescribed, and the authority of the Board to designate and prescribe the relative rights, preferences and limitations of other series. The following abbreviations, when used in the inscription on the face of this certificate, shall be construed as though they were written out in full according to applicable laws or regulations: TEN COM TEN ENT JT TEN As tenants in common As tenants by the entireties As joint tenants with right of survivorship and not as tenants in common UNIF GIFT MIN ACTD Custodian 2 (Cust) (Minor) Act (State) Additional abbreviations may also be used though not in the above list. For value received, ___________ hereby sell, assign and transfer unto PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE (PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE) shares of the capital stock represented by the within Certificate, and do hereby irrevocably constitute and appoint Attorney to transfer the said stock on the books of the within named Corporation with full power of substitution in the premises. Dated NOTICE: THE SIGNATURE TO THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME AS WRITTEN UPON THE FACE OF THE CERTIFICATE IN EVERY PARTICULAR, WITHOUT ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATEVER. SIGNATURE(S) GUARANTEED: THE SIGNATURE(S) SHOULD BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION (BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM), PURSUANT TO S.E.C. RULE 17Ad-15. THE SHARES OF CLASS A COMMON STOCK REPRESENTED HEREBY ARE SUBJECT TO TRANSFER RESTRICTIONS PURSUANT TO ARTICLE X OF THE ARTICLES OF INCORPORATION OF THE CORPORATION, REFERENCE TO WHICH IS MADE FOR ALL PURPOSES. 2 EX-4.2 3 ARTICLES OF INCORPORATION 1 EXHIBIT 4.2 ARTICLES OF INCORPORATION OF GEORGIA MLX CORP. I. The name of the Corporation is: Georgia MLX Corp. II. The total authorized capital stock of the Corporation shall be: 1. Common Shares: 30,000,000Par Value Per Share $.01 Preferred Shares: 2,000,000 No Par Value Per Share 2. A statement of all or any of the relative rights, preferences and limitations of the shares of each class is as follows: A. Common Stock (1) Issuance of Common Stock in Series. The Board of Directors shall have authority to divide and issue shares of common stock into series which will be identical except as to voting rights. The Board of Directors will fix and determine the voting rights, if any, of each such series of common stock at the time it is issued; provided that no shares of common stock may have more than one vote. (2) Dividends. No dividends (other than dividends payable in common shares) shall be paid on common shares if cash dividends in full on all outstanding preferred stock shall not have been paid or declared and set apart for payment of any sinking fund for the preferred shares is in arrears. B. Preferred Stock (1) Issuance of Preferred Stock in Series. The Board of Directors shall have authority to divide and issue shares of preferred stock into series and, within the limitations set forth in the Georgia Business Corporation Code, as amended, and the Corporation's Articles of Incorporation, to fix and determine the relative rights, preferences, and limitations of the shares of any series so established. Each series of preferred stock shall be designated by the Board of Directors as to distinguish the shares thereof from the shares of all other series of preferred stock 2 and other classes of stock of the Corporation. All shares of preferred stock will be identical, except as to the following rights, preferences, and limitations as to which there may be variations between different series as fixed and determined by the Board of Directors: (a) the voting rights, if any, of any series of preferred stock; provided that no share of preferred stock may have more than one vote; (b) the rate of dividends and the extent or further participation in dividend distribution, if any; (c) the price and the terms and conditions on which the shares are redeemable; (d) the amount payable upon shares in event of voluntary or involuntary liquidation; (e) sinking fund provisions for the redemption or purchase of shares and (f) the terms and conditions on which shares are convertible. The Board of Directors shall not create a sinking fund for the redemption or purchase of shares of any series of preferred stock unless provision for a sinking fund at least as beneficial to all issued and outstanding shares of preferred stock shall either then exist or be at the same time created. (2) Dividends. The holders of preferred stock of each series shall be entitled to receive out of any funds legally available therefor, when and as declared by the Board of Directors in accordance with the resolution adopted providing for the issue of such series before any dividend (other than dividends payable in Common Stock) shall be paid on the Common Stock or other stock ranking junior to the preferred stock. Such dividends shall be cumulative from the date or dates fixed in the resolution adopted by the Board of Directors providing for the issue of such series. Dividends in full shall not be declared or paid or set apart for payment on the preferred stock of any one series for any dividend period unless dividends in full have been declared or paid or set apart for payment on the preferred stock of all series for all dividend periods terminating on the same or an earlier date. When the dividends are not paid in full on all series of the preferred stock the shares of all series shall share ratably in the payment of dividends, including accumulations, if any, in accordance with the sums which would be payable on said shares if all dividends were declared and paid in full. A "dividend period" is the period between any two consecutive payment dates (or, when shares are originally issued, the period from the date from which dividends are cumulative to the first dividend payment date) as fixed for a particular series. Accumulations shall not bear interest. III. The street address and county of the Corporation's initial registered office shall be 66 Luckie Street, Suite 604, Atlanta, Georgia 30303, County of Fulton. The initial registered agent of the Corporation at that office shall be The Prentice-Hall Corporation System, Inc. 2 3 IV. The name and address of the sole incorporator is: James Steinberg 1100 Peachtree Street Suite 2800 Atlanta, Georgia 30309 V. The mailing address of the initial principal office of the Corporation shall be: 5305 Oakbrook Parkway Norcross, Georgia 30093 VI. The name and address of the initial director of the Corporation shall be as follows: Brian R. Esher MLX Corp. 5305 Oakbrook Parkway Norcross, Georgia 30093 VII. The Corporation is organized to engage in any lawful purpose, act or activity for which corporations may be organized under the Georgia Business Corporation Code. VIII. No director of the Corporation shall be personally liable to the Corporation or its shareholders for monetary damages for breach of his duty of care or other duty as a director, except for liability (i) for any appropriation, in violation of his duties, of any business opportunity of the Corporation, (ii) for acts or omissions which involve intentional misconduct or a knowing violation of law, (iii) resulting from a violation of Section 14-2-832 of the Georgia Business Corporation Code, or (iv) any transaction from which the director received an improper personal benefit. If the Georgia Business Corporation Code is amended after the date of incorporation to authorize corporate action further eliminating or limiting the personal liability of directors, then the liability of a director of the Corporation shall be eliminated or limited to the fullest extent permitted by the Georgia Business Corporation Code, as so amended. 3 4 Any repeal or modification of the foregoing paragraph by the shareholders of the Corporation shall not adversely affect any right or protection of any director of the Corporation existing at the time of such repeal or modification. IX. In discharging the duties of their respective positions and in determining what is believed to be in the best interests of the Corporation, the board of directors, committees of the board of directors, and individual directors, in addition to considering the effects of any action on the Corporation or its shareholders, may consider the interests of the employees, customers, suppliers, and creditors of the Corporation and its subsidiaries, the communities in which offices or other establishments of the Corporation and its subsidiaries are located, and all other factors the directors consider pertinent. X. 1. Certain Transfers Prohibited. Until January 1, 2007, (i) any attempted or purported transfer or registration or transfer of any shares of the Common Stock, to any person or entity (or group of persons or entities acting in concert) who directly or indirectly owns, or whose shares are or would be attributed to any person, entity or group who directly or indirectly owns, in either case prior to the transfer and after giving effect to the applicable attribution rules of Section 382 of the Internal Revenue Code of 1986, as amended (the "Code"), more than 4.75% of the value of the outstanding capital stock (within the meaning of Section 382 of the Code) of the Corporation shall be void ab initio insofar as it purports to transfer ownership to the transferee, (ii) any attempted or purported transfer or registration of transfer of any shares of the Common Stock, to any person or entity (or group of persons or entities acting in concert) not described in clause (i) above who directly or indirectly would own, or whose shares would be attributed to any person, entity or group who directly or indirectly would own, in either case as a result of and immediately after the transfer and after giving effect to the applicable attribution rules of Section 382 of the Code, more than 4.75% of the value of the outstanding capital stock (within the meaning of Section 382 of the Code) of the Corporation shall, as to the number of shares representing such excess over 4.75% be void ab initio insofar as it purports to transfer ownership to the transferee, and (iii) any attempted or purported transfer or registration of transfer of any shares of the Common Stock by any person or entity (or group of persons or entities acting in concert), who directly or indirectly owns, in either case immediately prior to the transfer and after giving effect to the applicable attribution rules of Section 382 of the Code, 5% or more of the value of capital stock (within the meaning of Section 382 of the Code) shall be void a initio insofar as it purports to transfer ownership to the transferee; provided, however, that neither clause (i), clause (ii), nor clause (iii) above shall prevent a transfer if the transferor or purported transferee obtains the prior written approval of the Board of Directors of the Corporation. The Board of Directors may require, as a condition to any transfer, that the transferor or the purported transferee provide the Corporation with an opinion of counsel satisfactory to the Corporation to the effect that the transfer will not result in an "ownership change" within the meaning of Section 382 of the Code. No employee or agent of the Corporation shall be permitted to register in the stock register maintained by the Corporation or its transfer agent any attempted or purported transfer made in violation of this Section 1. Any unpermitted registration of a transfer made in violation of this Section 1 shall 4 5 be void ab initio. No intended transferee of shares of the Common Stock in any such attempted or purported transfer or unpermitted registration shall be recognized as a stockholder of the Corporation for any purpose whatsoever. 2. Effect of Attempted Transfer. In the event of an attempted or purported transfer or unpermitted registration in violation of clause (i) or clause (ii) of Section 1 above, the Corporation shall be deemed to be the exclusive and irrevocable agent for the transferor of the shares of Common Stock that are subject to the restrictions set forth in Section 1 above. The Corporation shall be such transferor's agent for the limited purpose of consummating a sale of such shares to a transferee who would not violate the limitations contained in clause (i) or (ii) of Section 1 (an "Eligible Transferee"). The record of ownership of the subject shares shall remain in the name of the transferor until the shares have been sold by the Corporation or its assignee, as agent, to an Eligible Transferee. The Corporation shall be entitled to assign its agency hereunder to any person or entity including, but not limited to, the intended transferee of the shares, for the purpose of effecting a permitted sale of such shares. Neither the Corporation, as agent, nor any assignee of its agency hereunder, shall be deemed to be a stockholder of the Corporation nor be entitled to any rights of a stockholder of the Corporation, including, but not limited to, any rights to vote such Common Stock or to receive dividends or liquidating distributions in respect thereof, if any, but the Corporation or its assignee shall have only the right to sell and transfer such shares on behalf of and as agent for the transferor to another person or entity, provided that a transfer to such other person or entity does not violate the provisions of Section 1 above. The rights to vote and to receive dividends and liquidating distributions with respect to such shares shall remain with the transferor until such shares are sold to an Eligible Transferee. In the event of a permitted sale and transfer, whether by the Corporation or its assignee, as agent, the proceeds of such sale shall be applied first to reimburse the Corporation or its assignee for any expenses incurred by the Corporation acting in its role as the agent for the sale of such shares, second, to the extent of any remaining proceeds, to reimburse the intended transferee for any payments made to the transferor by such intended transferee for such shares, and the remainder, if any, to the original transferor. 3. Stock Certificate Legend. All certificates hereafter issued evidencing ownership of shares of Common Stock shall bear a conspicuous legend as follows: "THE SHARES OF COMMON STOCK REPRESENTED HEREBY ARE SUBJECT TO TRANSFER RESTRICTIONS PURSUANT TO ARTICLE X OF THE ARTICLES OF INCORPORATION OF THE CORPORATION, REFERENCE TO WHICH IS MADE FOR ALL PURPOSES." 4. Enforcement. The Board of Directors shall have the discretion to issue instructions to, or make suitable arrangements with, the transfer agent, if any, for the Corporation's Common Stock, whereby the transfer agent will establish and enforce a mechanism for policing the transfer prohibitions established by this Article X. The Board of Directors shall also have authority to delegate to one or more officers of the Corporation the power and authority to police and enforce the provisions of this Article X on behalf of the Corporation. 5 6 IN WITNESS WHEREOF, the undersigned has executed these Articles of Incorporation. ------------------------------------ Incorporator 6 EX-5 4 OPINION OF COUNSEL 1 EXHIBIT 5 December 14, 1998 Morton Industrial Group, Inc. 1021 West Birchwood St. Morton, Illinois 61550 Re: Shares of Common Stock To Be Issued Under Morton Industrial Group, Inc. 1997 Stock Option Plan Registration Statement on Form S-8 Ladies and Gentlemen: We have acted as counsel for of Morton Industrial Group, Inc., in connection with the above-captioned Registration Statement on Form S-8 filed with the Securities and Exchange Commission for the purpose of registering under the Securities Act of 1933, as amended, 1,166,711 shares of Common Stock of Morton Industrial Group, Inc., a Georgia corporation (the "Company"), which shares are issuable under the Morton Industrial Group, Inc. 1997 Stock Option Plan (the "Plan"). In connection with the preparation of the Registration Statement, we have examined the Certificate of Incorporation of the Company, the current Bylaws of the Company, such other records and other documents that we have deemed relevant to this opinion. Based on the foregoing, it is our opinion that the 1,166,711 shares of Common Stock when issued in the manner and as provided for in the Plan, will be legally issued, fully paid and nonassessable, to the extent that such shares are authorized and unissued shares. 2 We hereby consent to the filing of this opinion as an exhibit to the Registration Statement. Very truly yours, /s/ Husch & Eppenberger, LLC Husch & Eppenberger, LLC 2 EX-23.1 5 CONSENT OF INDEPENDENT AUDITOR 1 EXHIBIT 23.1 INDEPENDENT AUDITORS' CONSENT The Board of Directors Morton Industrial Group, Inc. We consent to incorporation by reference in the Registration Statement on Form S-8 of Morton Industrial Group, Inc., relating to the Morton Industrial Group, Inc. 1997 Stock Option Plan of our report dated February 4, 1998 related to the consolidated balance sheets of Morton Metalcraft Holding Co. and Subsidiaries, as of December 31, 1997 and June 30, 1997 and 1996 and the related consolidated statements of earnings, stockholders' equity and cash flows for each of the fiscal years in the three-year period ended June 30, 1997. Clifton Gunderson L.L.C. Peoria, Illinois December 15, 1998 EX-23.2 6 CONSENT OF INDEPENDENT AUDITORS 1 EXHIBIT 23.2 INDEPENDENT AUDITORS' CONSENT We consent to the incorporation by reference in the Registration Statement (Form S-8) of Morton Industrial Group, Inc., pertaining to the Morton Industrial Group, Inc. 1997 Stock Option Plan, of our report dated February 20, 1998 with respect to the financial statements of MLX Corp., included in the Annual Report (Form 10-K) of Morton Industrial Group, Inc. (formerly MLX Corp.) for the year ended December 31, 1997 filed with the Securities and Exchange Commission. Ernst & Young LLP Atlanta, Georgia December 14, 1998 4 -----END PRIVACY-ENHANCED MESSAGE-----