-----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, JL66cdljkWdUxp2BzGxW4VNiH+r7KES96srOK6sFABYQ+mDmNWxWXMQGANbNj88A zoZF2lpD+DIKW0BFOhGv5g== 0000950123-96-005888.txt : 19961027 0000950123-96-005888.hdr.sgml : 19961027 ACCESSION NUMBER: 0000950123-96-005888 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 19961024 EFFECTIVENESS DATE: 19961024 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: NAPCO SECURITY SYSTEMS INC CENTRAL INDEX KEY: 0000069633 STANDARD INDUSTRIAL CLASSIFICATION: COMMUNICATIONS EQUIPMENT, NEC [3669] IRS NUMBER: 112277818 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-14743 FILM NUMBER: 96647351 BUSINESS ADDRESS: STREET 1: 333 BAYVIEW AVE CITY: AMITYVILLE STATE: NY ZIP: 11701 BUSINESS PHONE: 5168429400 MAIL ADDRESS: STREET 1: C/O CURTO BARTON & ALESI, PC STREET 2: ONE HUNTINGTON QUADRANGLE STE 1 NORTH 5 CITY: MELVILLE STATE: NY ZIP: 11747 S-8 1 NAPCO SECURITY SYSTEMS, INC. 1 As filed with the Securities and Exchange Commission on October 24, 1996 Registration No. 33- SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 Registration Statement Under The Securities Act of 1933 NAPCO SECURITY SYSTEMS, INC. (Exact name of registrant as specified in its charter) DELAWARE 11-2277818 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification Number) 333 BAYVIEW AVENUE 11701 AMITYVILLE, NEW YORK (Zip Code) (Address of Principal Executive Offices) 1992 INCENTIVE STOCK OPTION PLAN (Full Title of the Plan) KEVIN S. BUCHEL Senior Vice President of Operations and Finance Napco Security Systems, Inc. 333 Bayview Avenue Amityville, New York 11701 (Name and address of agent for service) (516) 842-9400 (Telephone number, including area code, of agent for service) With a copy to: ANTHONY B. BARTON, ESQ. Curto Barton & Alesi, P.C. One Huntington Quadrangle Melville, NY 11747 (516) 293-1300 CALCULATION OF REGISTRATION FEE
Proposed Proposed Title of Securities Amount to be maximum offering maximum aggregate Amount of to be registered (1) Registered price per share (2) offering price registration fee - -------------------- ---------- ------------------- -------------- ---------------- Common Stock, par value $0.01 814,733 $3.82 $3,112,281 $1,074
(1) In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this registration statement also covers an indeterminate amount of interest to be offered or sold pursuant to the employee benefit plan described herein. (2) Estimated solely for purposes of calculating the registration fee pursuant to Rule 457(h) and based on the average of the high and low prices of the Common Stock of Napco Security Systems, Inc. on the National Association of Securities Dealers Automated Quotation System on October 22, 1996. 2 NAPCO SECURITY SYSTEMS, INC. COMMON STOCK (PAR VALUE $0.01 PER SHARE) UP TO 814,733 SHARES PROSPECTUS DATED OCTOBER 24, 1996 This Prospectus relates to up to 814,733 shares of common stock, par value $0.01 per share (the "Common Stock"), and associated stock options of Napco Security Systems, Inc., a Delaware corporation (the "Company"), which have previously been issued or may in the future be issued to certain key employees of the Company and its subsidiaries pursuant to awards granted under the Company's 1992 Incentive Stock Option Plan, as amended (the "Plan") to be sold by the selling stockholders named in "Selling Stockholders" and in Annex I hereto (the "Selling Stockholders"). The Company will not receive any proceeds from the sale of the Common Stock, except the option exercise price. This document constitutes part of a prospectus covering securities that have been registered under the Securities Act of 1933. THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY PRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. No person is authorized to give any information or to make any representations in connection with the offer made in this Prospectus other than as contained herein and any information or representation not contained herein must not be relied upon as having been authorized by the Company. 3 AVAILABLE INFORMATION The Company has filed with the Securities and Exchange Commission (the "Commission") a Registration Statement on Form S-8 under the Securities Act of 1933, as amended (the "Securities) with respect to the Common Stock and associated stock options pursuant to the Plan and to be sold by the Selling Stockholders pursuant to this Prospectus (the "Registration Statement"). This Prospectus does not contain all of the information set forth in the Registration Statement and the exhibits thereto. The Company is subject to the informational requirements of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance therewith filed reports and other information with the Commission. Reports, proxy statements and other information filed by the Company with the Commission may be inspected and copied at the public reference facilities maintained by the Commission at 450 Fifth Street, N.W., Room 1024, Washington, D.C. 20549 and at the Commission's New York Regional Office, 7 World Trade Center, Suite 1300, New York, New York 10048, and Chicago Regional Office, Citicorp Center, 500 West Madison Street, Suite 1400, Chicago, Illinois 60661. Copies of such material may be obtained at prescribed rates upon written request addressed to the Commission, Public Reference Section, 450 Fifth Street, N.W., Washington, D.C. 20549. INCORPORATION OF CERTAIN INFORMATION BY REFERENCE The following documents of the Company heretofore filed with the Commission are hereby incorporated herein by reference: (1) Registrant's Annual Report on Form 10-K for the fiscal year ended June 30, 1996, Commission File No. 0-10004; (2) 1982 Amended and Restated Incentive Stock Option Plan (extended 1992) contained in Exhibit 10(b) of the Registrant's Form 10-K for the fiscal year ended June 30, 1991; and (3) Amended and Restated 1992 Incentive Stock Option Plan contained in Exhibit 4(a) of Part II of the Registrant's Registration Statement on Form S-8, declared effective on October 24, 1996. All reports and other documents subsequently filed by the Company pursuant to Sections 13(a) and (c), 14 and 15(d) of the Exchange Act prior to the filing of a post-effective amendment which indicates that all securities offered hereunder have been sold or which deregisters all such securities then remaining unsold, shall be deemed to be incorporated by reference in this Prospectus and to be a part hereof from the date of filing of such reports and documents. 2 4 The Company will provide without charge to each person to whom this Prospectus is delivered, upon the written or oral request of any such person, a copy of any and all of the information incorporated by reference in this Prospectus (not including exhibits to the information that is incorporated by reference unless such exhibits are specifically incorporated by reference into the information that this Prospectus incorporates). Written requests should be directed to Napco Security Systems, Inc., 333 Bayview Avenue, Amityville, New York 11701, Attention: Senior Vice President of Operations and Finance. Telephone requests should be directed to the Senior Vice President of Operations and Finance (516-842-9400). THE COMPANY The term "Company" as used in this Prospectus includes Napco Security Systems, Inc. and its subsidiaries, unless the context otherwise requires. The principal executive offices of the Company are located at 333 Bayview Avenue, Amityville, New York 11701 and its telephone number is (516) 842-9400. SELLING STOCKHOLDERS The table attached as Annex I hereto sets forth, as of the date of this Prospectus or a subsequent date if amended or supplemented, (a) the name of each Selling Stockholder and his or her relationship to the Company during the last three years; (b) the number of shares of Common Stock each Selling Stockholder: (i) owned of record and (ii) to be offered pursuant to this Prospectus; and (c) the amount and the percentage of the class of Common Stock that will be owned by each Selling Stockholder after completion of the offering. The information contained in Annex I may be amended or supplemented. PLAN OF DISTRIBUTION Under the Company's 1992 Incentive Stock Option Plan, as amended ("1992 Plan") which was approved by vote of the stockholders of the Company at the 1992 Annual Meeting (extending the 1982 plan for an additional ten years), incentive stock options to purchase up to an aggregate of 727,933 shares of Common Stock as adjusted (plus the shares at the time subject to options) or a total of 815,933 shares may be granted at fair market value to key employees during the ten-year period ending in October 2002. Since June 30, 1992 options for 1,200 shares have been exercised. At June 30, 1996, 738,733 shares were available for grant under the 1992 Plan. Options to purchase a total of 76,000 shares of Common Stock were outstanding under the 1992 Plan on June 30, 1996, with exercise prices of $2.25 to $4.375 per share. The incentive stock options included in the foregoing tabulation expire five years from the date of grant, are non-transferable and are exercisable beginning with the date of grant 3 5 in 20 percent cumulative yearly installments. Sales of the Common Stock offered hereby may be made NASDAQ or the over-the-counter market or otherwise at prices and on terms then prevailing or at prices related to the then current market price, or in negotiated transactions. In addition, any securities covered by this Prospectus which qualify for sale pursuant to Rule 144 may be sold under Rule 144 rather than pursuant to this Prospectus. The Company will not receive any part of the proceeds of the sales made hereunder except for the option exercise price. All expenses of registration incurred in connection with this offering are being borne by the Company, but all selling and other expenses incurred by a Selling Stockholder will be borne by such stockholder. The Common Stock may be sold in (a) a block trade in which the broker or dealer so engaged will attempt to sell the shares as agent but may position and resell a portion of the block as principal to facilitate the transaction, (b) purchases by a broker or dealer as principal and resale by such broker or dealer for its account pursuant to this Prospectus, and (c) ordinary brokerage transactions and transactions in which the broker solicits purchases. In effecting sales, brokers or dealers engaged by the Selling Stockholders may arrange for other brokers or dealers to participate. Brokers or dealers will receive commissions or discounts from Selling Stockholders in amounts to be negotiated immediately prior to Sale. Such brokers or dealers and any other participating brokers or dealers may be deemed to be "underwriters" within the meaning of the Securities Act in connection with such sales. The Company has informed the Selling Stockholders of the need for delivery of a copy of this Prospectus in connection with all offers to sell shares of Common Stock. There is no assurance that any of the Selling Stockholders will offer for sale or sell any or all of the Common Stock covered by this Prospectus. EXPERTS The consolidated financial statements, incorporated by reference in this Prospectus and elsewhere in the Registration Statement, have been audited by Arthur Anderson LLP, independent public accountants, as indicated in their report with respect thereto, and are included herein in reliance upon the authority of said firm as experts in giving said report. 4 6 ANNEX I*
Shares to be Beneficially Owned upon Completion of Shares of Common Offering (1) Name and Relationship Stock Beneficially Shares ------------------------- to Napco Security Owned as of Offered Systems, Inc. October 1, 1996 Hereby Number Percent - ----------------- ------------------ -------- ------ ------- Employees during last three years except where noted by** Ayers, E.** 0 1,000 1,000 .02% Bolton, G. 0 1,000 1,000 .02% Buccola, C. 200 4,000 4,200 .10% Buchel, K. 1 15,000 15,001 .35% Budzioch, E.** 0 1,000 1,000 .02% Bukofsky, A. 0 1,000 1,000 .02% Collins, C. 0 2,500 2,500 .06% Corsale, C. 0 1,000 1,000 .02% Hanselman, C. 0 1,000 1,000 .02% Johannson, K. 0 11,500 11,500 .27% Jones, S. 0 2,000 2,000 .05% Karl, T. 0 3,000 3,000 .07% Keel, F. 0 2,000 2,000 .05% Mahoney, K. 0 1,000 1,000 .02% Mcbride, G. 450 1,000 1,450 .03% Mcbride. M. 500 2,000 2,500 .06% Murray, A. 0 500 500 .01% Paladino, R. 2,625 7,000 9,625 .22% Potter, D. 0 1,000 1,000 .02% Rappaport, J. 0 1,000 1,000 .02% Russotto, J. 0 2,000 2,000 .05% Scardino, J. 400 2,000 2,400 .06% Schettino, R. 0 1,000 1,000 .02% Schramme, S. 0 1,000 1,000 .02% Shaw, A. 17,025 4,000 21,025 .48% Sheffey, D. 2,400 2,000 4,400 .10% Strom, B. 0 2,500 2,500 .06% Thomas R. 0 1,000 1,000 .02% Zambenedetti, R. 0 1,000 1,000 .02% Future grantees of stock options 0 738,733 738,733 16.91% ------ ------- ------- ------ Totals 23,601 814,733 838,334 19.19% ====== ======= ======= ======
- --------------------- * To be completed by amendment (1) Assumes that all options are exercised and all shares offered are sold, that no additional shares will be purchased and that no additional shares will be sold. 5 7 PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE. The following documents of the Registrant heretofore filed with the Securities and Exchange Commission (the "Commission") are hereby incorporated in this Registration Statement by reference: (1) The Registrant's Annual Report on Form 10-K for the fiscal year ended June 30, 1996 Commission File; (2) 1982 Amended and Restated Incentive Stock Option Plan (extended 1992) contained in Exhibit 10(b) of the Registrant's Form 10-K for the fiscal year ended June 30, 1991. All reports and other documents subsequently filed by the Registrant pursuant to Sections 13(a) and (c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended, prior to the filing of a post-effective amendment which indicates that all securities offered hereunder have been sold or which deregisters all such 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 reports and documents. ITEM 4. DESCRIPTION OF SECURITIES. Under the Company's 1992 Incentive Stock Option Plan, as amended ("1992 Plan") which was approved by vote of the stockholders of the Company at the 1992 Annual Meeting (extending the 1982 plan for an additional ten years), incentive stock options to purchase up to an aggregate of 727,933 shares of Common Stock as adjusted (plus the shares at the time subject to options) or a total of 815,933 shares may be granted at fair market value to key employees during the ten-year period ending in October 2002. Since June 30, 1992 options for 1,200 shares have been exercised. At June 30, 1996, 738,733 shares were available for grant under the 1992 Plan. Options to purchase a total of 76,000 shares of Common Stock were outstanding under the 1992 Plan on June 30, 1996, with exercise prices of $2.25 to $4.375 per share. The incentive stock options included in the foregoing tabulation expire five years from the date of grant, are non-transferable and are exercisable beginning with the date of grant in 20 percent cumulative yearly installments. 6 8 ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL. The validity of the issuance of the shares of Common Stock offered pursuant to the Prospectus will be passed on for the Registrant by Curto Barton & Alesi, P.C., counsel for the Registrant. ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS. Section 145 of the General Corporation Law of Delaware empowers the Registrant to indemnify, subject to the standards set forth therein, any person in connection with any action, suit of proceeding brought or threatened by reason of the fact that the person is or was a director, officer, employee or agent of the Registrant, or is or was serving as such with respect to another corporation at the request of the Registrant. The Registrant indemnifies its directors and officers to the fullest extent permissible under the General Corporation Law of Delaware. The General Corporation Law of Delaware also provides that the Registrant may purchase insurance on behalf of any such director, officer, employee or agent. The Registrant has purchased insurance on behalf of its officers and directors. ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED. Not applicable. ITEM 8. EXHIBITS. 4(a) Amended and Restated 1992 Incentive Stock Option Plan 4(b) Articles of Incorporation of the Registrant (incorporated by reference to Exhibit 3(a) of the Annual Report of the Registrant on Form 10-K for the fiscal year ended June 30, 1988 4(c) By-laws of the Registrant (incorporated by reference to Exhibit 3(b) of the Annual Report of the Registrant on Form 10-K for the fiscal year ended June 30, 1988) 5(a) Opinion of Curto Barton & Alesi, P.C. 24(a) Consent of Arthur Andersen LLP 24(b) Consent of Curto Barton & Alesi, P.C. included in Exhibit 5(a)) 7 9 ITEM 9. UNDERTAKINGS. (a) The undersigned Registrant hereby undertakes: (1) To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement; (i) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933; (ii) To reflect in the prospectus any facts or events arising after the effective date of the Registrant 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; and (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 Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the 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 Section 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 8 10 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 may be permitted to directors, officers and controlling persons of the Registrant, 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 of 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. 9 11 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 Amityville, State of New York, on this 22nd day of October, 1996. NAPCO SECURITY SYSTEMS, INC. By:/s/ Kevin S. Buchel ------------------------------ Kevin S. Buchel, Senior Vice President of Operations and Finance Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated.
Signature Title Date - --------- ----- ---- /s/ Richard Soloway Chairman of the Board October 22, 1996 - ------------------------ of Directors and Richard Soloway Secretary, (Co-Principal Executive Officer) and Director /s/ Kenneth Rosenberg President and Treasurer October 22, 1996 - ------------------------ (Co-Principal Executive Kenneth Rosenberg Officer) and Director /s/ Randy Blaustein Director October 22, 1996 - ------------------------ Randy Blaustein /s/ Andrew J. Wilder Director October 22, 1996 - ------------------------ Andrew J. Wilder /s/ Kevin S. Buchel Senior Vice President October 22, 1996 - ------------------------ of Operations and Kevin S. Buchel Finance (Principal Financial and Accounting Officer)
10 12 EXHIBIT INDEX
Sequentially Exhibit Numbered Number Description Page - ------ ----------- ---- 4(a) Amended and Restated 1992 Incentive Stock Option Plan ................................... E-1 4(b) Articles of Incorporation of the Registrant (incorporated by reference to Exhibit 3(a) of the Annual Report of the Registrant on Form 10-K for the fiscal year ended June 30, 1988) 4(c) By-laws of the Registrant (incorporated by reference to Exhibit 3(b) of the Annual Report of the Registrant on Form 10-K for the fiscal year ended June 30, 1988 5(a) Opinion and Consent of Curto Barton & Alesi, P.C. .......................... E-10 24(a) Consent of Arthur Andersen LLP ...................... E-12 24 (b) Consent of Curto Barton & Alesi, P.C. (included in Exhibit 5(a))
E-i EX-4.A 2 AMENDED AND RESTATED '92 INCENTIVE STOCK OP. PLAN 1 EXHIBIT 4(a) NAPCO SECURITY SYSTEMS, INC. AMENDED AND RESTATED 1992 INCENTIVE STOCK OPTION PLAN (Extended 1982 Incentive Stock Option Plan) 1. Purpose of the Plan. This 1992 Incentive Stock Option Plan (hereinafter referred to as the "Plan"), constituting a ten-year extension of the 1982 Incentive Stock Option Plan, is intended to encourage ownership of stock of Napco Security Systems, Inc. (hereinafter referred to as the "Corporation") by key employees of the Corporation and its subsidiaries, if any, and to provide additional incentive for them to promote the success of the business. As used in the Plan the term "subsidiary" shall have the same meaning as the term "subsidiary corporation" defined in Section 425(f) of the Internal Revenue Code of 1986, as amended (the "Code"). 2. Scope of the Plan. An aggregate of Eight Hundred Fifteen Thousand Nine Hundred Thirty-Three (815,933) shares (representing Seven Hundred Twenty-seven Thousand Nine Hundred Thirty-three (727,933) shares for future options and Eighty-Eight Thousand (88,000) shares for outstanding options) of the Corporation's Common Stock, par value $.01 per share (hereinafter referred to as "Common Stock"), shall be available and reserved for issue under the Plan subject, however, to the provisions of Section 12 hereof. If an option should expire or terminate for any reason without having been exercised in full, the unpurchased shares which were subject thereto shall, unless the Plan shall have terminated, become available for other options under the E-1 2 Plan. Common Stock shall not be issued in respect of an option granted under the Plan unless the exercise of such option and the issuance and delivery of shares of Common Stock pursuant thereto shall comply with all relevant provisions of law, including the Securities Act of 1933, as amended, the Securities Exchange Act of 1934, as amended, the rules and regulations thereunder, and the requirements of any stock exchange upon which the Common Stock may then be listed, and shall be further subject to the approval of the Corporation's counsel with respect to such compliance. 3. Administration of the Plan. The Plan shall be administered by the Board of Directors or a Stock Option Committee (hereinafter sometimes referred to as the "Committee") of the Board of Directors of the Corporation. Directors of the Corporation who are either eligible for options or to whom options have been granted may vote on any matters affecting the administration of the Plan or the granting of options under the Plan; provided, however, that no option may be granted to a director under the Plan except by: (a) The Committee at a meeting at which a majority of its members are disinterested persons; or (b) The Board of Directors at a meeting at which the majority of directors present and a majority of the directors voting on a grant, are disinterested persons. For purposes of this Section 3, a "disinterested person" is a person who, at a given meeting of the Committee or the Board of Directors, is not being considered to receive a grant of stock options under the Plan or any other stock option plan of the Corporation or its subsidiaries. E-2 2 3 Without limiting the generality of the foregoing, the Board of Directors shall have full and final authority in its discretion, but subject to the express provisions of the Plan, to determine the fair market value of the Common Stock covered by each option; to select the key employees of the Corporation and its subsidiaries to whom, and the time or times at which, options shall be granted; to determine the manner in which options may be exercised; to determine the number of shares to be covered by each option and the consideration, if any, to flow to the Corporation for each option; to interpret the Plan; to prescribe, amend, and rescind rules and regulations relating to the Plan; to determine the terms and provisions of each option granted under the Plan (which need not be identical); to accelerate any exercise date of any option; to waive restrictions imposed with respect to the transferability of stock acquired on exercise of options granted under the Plan; to cancel an option previously granted to an optionee and issue a new option to such optionee at a lower price, provided that such optionee's consent is first obtained; to authorize any person to execute on behalf of the Corporation an option agreement with respect to an option previously granted by the Board of Directors; and to make all other determinations deemed necessary or advisable for the administration of the Plan. 4. Eligibility. Options may be granted only to valued employees (including officers and directors who are employees) of the Corporation or any subsidiary; provided, however, that no option shall be granted hereunder to any person in whose hands such option is not an "incentive stock option" within the meaning of Section 422 of the Code by reason E-3 3 4 of the stock ownership test set forth in Section 422(b)(6) of the Code. However, options may be granted to such persons under the Plan if such options would qualify as incentive stock options by virtue of meeting the option price and term requirements set forth in Section 422(c)(5) of the Code. In selecting the individuals to whom options shall be granted, as well as in determining the number of shares subject to each option, the Board of Directors may take into consideration the recommendation of the members of the Board of Directors who are also employees of the Corporation or a subsidiary and such factors as it shall deem relevant in connection with accomplishing the purposes of the Plan. An individual who has been granted an option may, if he is otherwise eligible, be granted an additional option or options. 5. Option Price. The purchase price to be paid for Common Stock transferred pursuant to the exercise of any option granted under the Plan shall be not less than the fair market value of such stock on the date the option is granted as provided in Section 14 hereof (but in no event less than the par value of the Common Stock), and shall not thereafter be subject to reduction except as provided in Section 12 hereof; provided, however, that the purchase price to be paid for Common Stock issued pursuant to an option granted to an individual who, at the time of grant, owns stock possessing more than ten percent of the total combined voting power of all classes of stock of the Corporation or its subsidiaries, as described in Section 422(b)(6) of the Code, shall, as provided by Section 422(c)(5) of the Code, be not less than 110% of the fair market value of the Common Stock. For purposes of the Plan the fair market value of the Common Stock on any E-4 4 5 date shall be determined by the Board of Directors. The proceeds of sale of Common Stock subject to option are to be added to the general funds of the Corporation and used for such corporate purposes as the Board of Directors may determine. 6. Term of Options. The term of each option granted under the Plan shall be not more than five years from the date of the granting thereof, subject to its earlier termination as hereinafter provided. 7. Non-Transferability of Options. An option granted under the Plan shall by its terms not be transferable and an option may be exercised, during the lifetime of the holder of the option, only by such holder. More particularly, but without limiting the generality of the foregoing, an option may not be assigned, transferred, pledged, or hypothecated in any way (whether by operation of law or otherwise), and will not be subject to execution, attachment or similar process. Any attempted assignment, transfer, pledge, hypothecation or other disposition of any option contrary to the provisions of the Plan, and any levy of any attachment or similar process upon an option will be null and void and without effect, and the Board of Directors may, in its discretion, upon the happening of any such event, terminate an option forthwith. 8. Annual Limitation on Options Granted. To the extent that the aggregate fair market value of stock with respect to which incentive stock options (determined without regard to this subsection) are exercisable for the first time by any individual during any calendar year (under all plans of the individual's employer corporation and its parent and subsidiary corporations) exceeds One Hundred Thousand E-5 5 6 ($100,000) Dollars, such options shall be treated as options which are not incentive stock options. 9. Exercise of Options. Except as hereinafter provided in this Section 9 and in Sections 3 and 11, options may be exercised within the year of grant (as the Board of Directors, in its discretion, shall determine) with respect to no more than twenty percent (20%) of the total number of shares of Common Stock subject to such grant. Thereafter, during each succeeding year beginning on an anniversary date, options with respect to an additional twenty percent (20%) of the total number of shares subject to a grant may be exercised. However, no option shall be exercisable after the expiration of the term thereof as provided in Section 6. Moreover, an option shall not be exercisable unless the holder thereof shall, at the time of exercise, be an employee of the Corporation or a subsidiary. The purchase price of any shares as to which an option shall be exercised shall be paid in full at the time of exercise. The holder of an option shall not have any of the rights of a stockholder with respect to the shares covered by his option until such shares shall have been issued to him (as evidenced by the appropriate entry on the books of a duly authorized transfer agent of the Corporation) upon the purchase of such shares upon exercise of the option. 10. Consideration. The Board of Directors shall determine the nature of the consideration flowing to the Corporation in respect of each option granted under the Plan as well as the conditions, if any, which it may deem appropriate to assure that such consideration shall be received by, or shall accrue to, the Corporation. The consideration E-6 6 7 specified in any option may be different from the consideration specified in any other option, whether granted at the same or a different time. 11. Exercise Upon Cessation of Relationship With Corporation. The right of a holder of an option to exercise such option shall terminate immediately upon voluntary termination of service as an employee or dismissal, disability, retirement, death or otherwise. Option agreements may contain such provisions as the Board of Directors shall approve with reference to the effect of approved leaves of absence, provided, however, that all options shall terminate not more than five years after the date of grant. 12. Adjustments. Options granted under the Plan shall contain such uniform provisions as the Board of Directors shall, in its sole judgment, determine for adjustment of the number and class of shares covered thereby, or of the option prices (but not below the par value of the Common Stock), or both, to reflect a stock dividend, stock split-up, share combination, exchange of shares, recapitalization, merger, consolidation, acquisition or disposition of property or shares, reorganization, liquidation, or other similar changes or transactions, of or by the Corporation. In any such event the aggregate number and class of shares available for issuance under the Plan shall be appropriately adjusted and all the provisions of the Plan with respect to the number and class of shares so available shall likewise be adjusted. 13. Effectiveness of the Plan. The Plan shall become effective on October 8, 1992, but shall be subject to approval by the holders of E-7 7 8 Common Stock at a meeting of stockholders of the Corporation duly called and held no later than twelve months after the date of adoption of the Plan by the Board of Directors. 14. Time of Granting Options. The date of grant of an option under the Plan shall, for all purposes, be the date on which the Board of Directors makes the determination granting such option; and no grant shall be deemed effective under the Plan prior to such date. Notice of the determination shall be given to each employee to whom an option is so granted within a reasonable time after the date of such grant. 15. Termination and Amendment of the Plan. The Plan shall terminate ten (10) years from the date on which it is adopted by the Board of Directors or the date on which it is approved by the stockholders, whichever is earlier. Prior thereto, the Board of Directors may terminate the Plan at any time; provided, however, that any such termination shall not affect any options then outstanding under the Plan. No options under the Plan may be granted after termination of the Plan. The Board of Directors from time to time may make such modifications or amendments of the Plan and, with the consent of the holder of an option, of the terms and conditions of his option, as it shall deem advisable, but may not, without further approval of the stockholders of the Corporation, except as provided in Section 12 hereof (a) increase the maximum number of shares which shall be available and reserved for issue under the Plan, or (b) change the employees or class of employees eligible to receive options, or (c) extend the term of the Plan beyond the period provided in this E-8 8 9 paragraph. Neither the termination nor any modification or amendment of the Plan shall, without the consent of the holder of an option theretofore granted under the Plan, adversely affect the rights of such holder with respect to such option. 16. Termination of Right of Action. Every right of action arising out of or in connection with the Plan by or on behalf of the Corporation or a subsidiary or by any stockholder of the Corporation or a subsidiary against any past, present or future employee, or by an employee (past, present or future) against the Corporation shall, irrespective of the place where an action may be brought and irrespective of the place of residence of any such stockholder or employee, cease and be barred by the expiration of three years from the date of the act or omission in respect to which such right of action is alleged to have arisen. 17. Registration Rights. If in the future the Corporation registers additional shares with the Securities and Exchange Commission, the Corporation will also register the shares subject to the options of this Plan. Date: October 8, 1992 NAPCO SECURITY SYSTEMS, INC. By: /s/ Kenneth Rosenberg ------------------------- President ATTEST: By:/s/ Richard Soloway -------------------------------------- Secretary E-9 9 EX-5.A 3 OPINION AND CONSENT OF CURTO BARTON & ALESI, P.C. 1 EXHIBIT 5(a) CURTO BARTON & ALESI, P.C. One Huntington Quadrangle Melville, NY 11747 (516-293-1300 (516) 293-1380 October 22, 1996 Securities and Exchange Commission 450 Fifth Street, N.W. Washington, D.C. 20549 Re: Napco Security Systems, Inc. Registration Statement on Form S-8 Ladies and Gentlemen: We are attorneys-at-law duly licensed to practice law in the State of New York and counsel to Napco Security Systems, Inc. (the "Company"). We have acted as legal counsel to the Company in connection with the preparation and filing with the Securities and Exchange Commission of the Company's Registration Statement on Form S-8 (the "Registration Statement") covering the 814,733 shares of common stock, $0.01 par value (the "Common Stock"), and associated stock options of the Company pursuant to its 1992 Incentive Stock Compensation Plan, as amended (the "Plan") and the preparation of the prospectus related to the Registration Statement to be delivered to participants in the Plan (the "Prospectus"). As such counsel, we have examined the Registration Statement, the Prospectus, the Plan, the Company's definitive Proxy Statement for the 1996 Annual Meeting of Stockholders, and such other documents, and have obtained such certificates and assurances from public officials and from officers and representatives of the Company, as we have deemed necessary for the purpose of rendering this opinion. We have assumed the genuineness of all signatures on, and the authenticity of, all documents and instruments submitted to me as originals, and the conformity to original documents of all documents submitted to me as copies. E-10 2 Securities and Exchange Commission October 22, 1996 Page 2 We have also examined the proceedings heretofore taken, and we are familiar with the proceedings proposed to be taken by the Company in connection with the authorization, reservation, issuance and sale of the shares of Common Stock and, in reliance thereon, we assume for purposes of this opinion that the Company will not grant any award under the Plan pursuant to which shares of Common Stock could be issued for consideration that is not adequate in form or amount to support the issuance of fully paid stock under applicable state law. Based upon the foregoing and in reliance thereon, we are of the opinion that the shares of Common Stock to be issued by the Company pursuant to awards granted under the Plan will, when issued and paid for in accordance with the Plan and any agreements pursuant to which such shares are issued, be validly issued, fully paid and non-assessable. We consent to the use of this opinion as an exhibit to the Registration Statement and further consent to the use of our firm's name under the caption "Interests of Named Experts and Counsel" in the Registration Statement. Very truly yours, CURTO BARTON & ALESI, P.C. By:/s/ Anthony B. Barton, V.P. ------------------------------------------ ABB:cs E-11 11 EX-24.A 4 CONSENT OF ARTHUR ANDERSEN LLP 1 EXHIBIT 24(a) CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS As independent public accountants, we hereby consent to the incorporation by reference in this Form S-8 registration statement of our report dated September 20, 1996 included in the Napco Security Systems, Inc. Form 10-K for the year ended June 30, 1996 and to all references to our Firm included in this Form S-8 registration statement. ARTHUR ANDERSEN LLP Melville, New York October 23, 1996 E-12 -----END PRIVACY-ENHANCED MESSAGE-----