S-8

As filed with the Securities and Exchange Commission on February 8, 2023

Registration No. _________

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

Registration Statement Under The Securities Act of 1933

NAPCO SECURITY TECHNOLOGIES, INC.

(Exact name of registrant as specified in its charter)

DELAWARE(State or other jurisdiction ofincorporation or organization) 11-2277818(I.R.S. EmployerIdentification Number)

333 BAYVIEW AVENUE

AMITYVILLE, NEW YORK 11701

(Address of Principal Executive Officers)

NAPCO SECURITY TECHNOLOGIES, INC. 2018 NON-EMPLOYEE

STOCK OPTION PLAN

NAPCO SECURITY TECHNOLOGIES, INC. NON-EMPLOYEE DIRECTOR 2022 STOCK OPTION PLAN

NAPCO SECURITY TECHNOLOGIES, INC. 2022 EMPLOYEE STOCK OPTION PLANS

(Full Title of the Plans)

KEVIN S. BUCHEL

Senior Vice President of Operations and Finance

NAPCO Security Technologies, Inc.

333 Bayview Avenue

Amityville, New York 11701

(Name and address of agent for service)

(631) 842-9400

(Telephone number, including area code, of agent for service)

Indicate by check mark whether registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☒	Accelerated Filer	☐
Non-accelerated filter	☐	Smaller Reporting Company	☐
		Emerging Growth Company	☐

If an emerging growth company, indicate by check mark if registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

PART I

ITEM 1.PLAN INFORMATION*

ITEM 2.REGISTRANT INFORMATION AND EMPLOYEE PLAN INFORMATION.*

- - - - - - - - - - - - -

*Information required by Part I to be contained in the Section 10(a) prospectus is omitted from this Registration Statement in accordance with Rule 428 under 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 of the Registrant heretofore filed with the Securities and Exchange Commission (the "Commission") are hereby incorporated in this Registration Statement by reference:

(a) the Registrant’s Annual Report on Form 10-K for the fiscal year ended June 30, 2022;

(b) the Registrant’s Quarterly Reports on Form 10-Q for the quarters ended September 30, 2022, December 31, 2022;

(c) the Registrant’s Current Reports on Form 8-K dated August 29, 2022, November 7, 2022 and December 5, 2022;

(d) the description of the Common Stock of Registrant contained in Exhibit 4.10 to Registrant’s Annual Report on Form 10-K for the fiscal year ended June 30, 2022.

All other reports and 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. Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement incorporated by reference herein modified or supersedes such statement. Any such 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.

Not required.

ITEM 5.INTERESTS OF NAMED EXPERTS AND COUNSEL.

None.

ITEM 6.INDEMNIFICATION OF DIRECTORS AND OFFICERS.

(a)Section 145 of the General Corporation Law of the State of Delaware (the "DGCL") provides, in summary, that directors and officers of Delaware corporations such as the Registrant are entitled, under certain circumstances, to be indemnified against all expenses and liabilities (including attorneys’ fees) incurred by them as a result of suits brought against them in their capacity as a director or officer if they acted in good faith and in a manner they reasonably believed to be in or not opposed to the best interests of the Registrant and, with respect to any criminal action or proceeding, if they had no reasonable cause to believe their conduct was unlawful; provided that no indemnification may be made against expenses in respect of any claim, issue or matter as to which they shall have been adjudged to be liable to the Registrant, unless and only to the extent that the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, they are fairly and reasonably entitled to indemnity for such expenses which such court shall deem proper. Any such indemnification may be made by the Registrant only as authorized in each specific case upon a determination by the stockholders or disinterested directors that indemnification is proper because the indemnitee has met the applicable standard of conduct.

(b)The Amended and Restated Certificate of Incorporation provides that the Company shall, to the fullest extent permitted by the DGCL, indemnify any and all persons whom it shall have power to indemnify from and against any and all expenses, liabilities or other matters.

(c)The By-laws of the Company provide to the extent not prohibited by law, the Company shall indemnify any person who is or was made, or threatened to be made, a party to any threatened, pending or completed action, suit or proceeding (a "Proceeding"), whether civil, criminal, administrative or investigative, including, without limitation, an action by or in the right of the Company to procure a judgment in its favor, by reason of the fact that such person, or a person of whom such person is the legal representative, is or was a director or officer of the Company, or is or was serving in any capacity at the request of the Company for any other Company, partnership, joint venture, trust, employee benefit plan or other enterprise (an "Other Entity"), against judgments, fines, penalties, excise taxes, amounts paid in settlement and costs, charges and expenses (including attorneys’ fees and disbursements). Persons who are not Directors or officers of the Company may be similarly indemnified in respect of service to the Company or to an Other Entity at the request of the Company to the extent the Board at any time specifies that such persons are entitled to the benefits of this Article.

(d)The Company has purchased directors’ and officers’ liability insurance to insure our officers and directors against certain liabilities.

(e)The Company has entered into indemnification agreements with certain directors and officers of the Company. The general effect of the indemnification agreements is to provide that the indemnitees shall be indemnified to the fullest possible extent permitted by the law against all expenses, including attorneys’ fees, judgments, fines and amounts paid in settlement actually and reasonably incurred by them in any action or proceeding, including any action by or in the right of the Company, by reason of their service in the foregoing capacities.

ITEM 7.EXEMPTION FROM REGISTRATION CLAIMED.

Not applicable.

ITEM 8.EXHIBITS.

See attached Exhibit Index.

ITEM 9.UNDERTAKINGS.

(a)The undersigned Registrant hereby undertakes:

(1)To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:

(i)to include any prospectus required by Section 10(a)(3) of the Securities Act;

(ii)to reflect in the prospectus any facts or events arising after the effective date of this 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 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 this Registration Statement or any material change to such information in the Registration Statement;

(iv)provided, however, that paragraphs (1) (i) and (1) (ii) do not apply if this registration statement is on Form S-8, and the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in this registration statement;

(2)That, for the purpose of determining any liabilities under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3)To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(b)The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(c)Insofar as indemnification for liabilities arising under the Securities Act 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 Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling 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 Securities 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 the City of Amityville, State of New York, on this 8th day of February 2023.

NAPCO SECURITY TECHNOLOGIES, INC.
By:		/s/RICHARD L. SOLOWAY
Name:		Richard L. Soloway
	Title:	Chairman of the Board and President

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Richard L. Soloway and Kevin S. Buchel, and each of them, his true and lawful attorneys-in-fact and agents, with full power of substitution and re-substitution, for him and in his name, place and stead, in any and all capacities to sign any and all amendments (including pre-effective and post-effective amendments) to this Registration Statement on Form S-8, and to file the same with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, and grant unto said attorneys-in-fact and agents 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 and could do in person, and hereby ratifies and confirms all that said attorneys-in-fact and agents or any of them, or their substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/RICHARD L. SOLOWAY	Chairman of the Board of Directors, President and Secretary (Principal Executive Officer) and Director	February 8, 2023
Richard L. Soloway
/s/KEVIN S. BUCHEL	Executive Vice President of Operations and Finance, Chief Financial Officer and Treasurer (Principal Financial and Accounting Officer), and Director	February 8, 2023
Kevin Buchel
/s/PAUL S. BEEBER	Director	February 8, 2023
Paul S. Beeber
/s/RICK LAZIO	Director	February 8, 2023
Rick Lazio
/s/DAVID A. PATERSON	Director	February 8, 2023
David A. Paterson
/s/DONNA SOLOWAY	Director	February 8, 2023
Donna Soloway
/s/ROBERT UNGAR	Director	February 8, 2023
Robert Ungar
/s/ANDREW WILDER	Director	February 8, 2023
Andrew Wilder

EXHIBIT INDEX

Exhibit Number	Description
4.1	Amended and Restated Certificate of Incorporation of the Registrant (incorporated by reference to Exhibit 3(i) to the Annual Report of the Registrant on Form 10-K (Commission file no. 0-10004) for the fiscal year ended June 30, 2011).
4.2	Certificate of Amendment of Certificate of Incorporation of the Registrant (incorporated by reference to Exhibit 3(ii) to the Annual Report on Form 10-K (Commission file no. 0-10004)for the fiscal year ended June 30, 2011).
4.3	Amendment to the Amended and Restated Certificate of Incorporation of the Registrant (incorporated by reference to Exhibit 3(iv) to the Report on Form 8-K (Commission file no. 0-10004) filed on December 7, 2021).
4.4	Amended and Restated By-laws of the Registrant (incorporated by reference to Exhibit 3(ii) of the Annual Report of the Registrant on Form 10-K for the fiscal year ended June 30, 2010).
4.5	Second Amended and Restated By-laws of the Registrant (incorporated by reference to Exhibit 10.3 of the Report of the Registrant on Form 8-K filed on September 8, 2020).
4.6	NAPCO Security Technologies Inc. 2018 Non-Employee Stock Option Plan (incorporated by reference to Appendix B to the Proxy Statement of Registrant dated October 29, 2018 for the 2018 Annual Meeting of Stockholders).
4.7*	Form of Stock Option Agreement under 2018 Non-Employee Stock Option Plan.
4.8	NAPCO Security Technologies Inc. 2020 Non-Employee Stock Option Plan (incorporated by reference to Appendix A to the Proxy Statement of Registrant dated April 13, 2020).
4.9*	Form of Stock Option Agreement under 2020 Non-Employee Stock Option Plan.
4.10	NAPCO Security Technologies Inc. 2022 Employee Stock Option Plan (incorporated by reference to Appendix A to the Proxy Statement of Registrant dated October 31, 2022, for the 2022 Annual Meeting of Stockholders).
4.11*	Form of Stock Option Agreement under 2022 Employee Stock Option Plan.
5*	Opinion and Consent of Forman & Shapiro LLP regarding the legality of the securities being offered hereby.
23.1*	Independent Auditor’s Consent.
23.3	Consent of Forman & Shapiro LLP (contained in Exhibit 5).
107	Calculation of Filing Fee Table

* included herewith

EX-4.7

EXHIBIT 4.7

NAPCO SECURITY TECHNOLOGIES, INC.

STOCK OPTION AGREEMENT

OPTION AGREEMENT made as of the day of _____ 20__ between NAPCO SECURITY TECHNOLOGIES, INC., a Delaware corporation with offices at, 333 Bayview Avenue, Amityville, NY 11701 (the “Company”), and __________, residing at_____________________, a non-employee director or non-employee consultant of the Company or of a direct or indirect subsidiary of the Company (the “Optionee”).

WITNESSETH:

WHEREAS, the Company desires, by affording the Optionee an opportunity to purchase shares of its Common Stock, $.01 par value per share (the “Common Stock”), as hereinafter provided, to carry out the purpose of the Company’s 2018 Non-Employee Stock Option Plan (the “Plan”).

NOW, THEREFORE, in consideration of the premises and of the mutual covenants and agreements hereinafter contained, the parties hereto mutually covenant and agree as follows:

1.Grant of Option. The Company hereby grants to the Optionee an option (the “Option”) to purchase all or any part of an aggregate of ________ (____) shares of Common Stock (such number being subject to adjustment provided in Paragraph 8) on the terms and conditions hereinafter set forth.

2.Purchase Price. The purchase price of the shares of Common Stock issuable upon the exercise of the Option (the “Option Price”) shall be $____ per share, which is not less than the fair market value per share of Common Stock on the date hereof. Payment may be made:

(i) in United States dollars by good check, bank draft or money order payable to the order of the Company; or

(ii) at the discretion of the Board as set forth in this Agreement or at any time prior to the exercise by the Optionee by the transfer to the Company of shares of Common Stock owned by the Optionee having an aggregate fair market value on the date of exercise equal to the Option Price or the portion thereof being paid; or

(iii) at the discretion of the Board and subject to any restrictions or conditions as it deems appropriate (including any restrictions as may be set forth in Rule 16b-3 under the Securities and Exchange Act of 1934), by electing to have the Company withhold from the shares issuable on exercise of the Option such number of shares of Common Stock as shall have an aggregate fair market value on the date of exercise equal to the Option Price or the portion thereof being paid;

(iv) at the discretion of the Board by a combination of (i) and (ii) or (i) and (iii).

3.Term of Option. The term of the Option shall be for a period of ten (10) years from the date hereof, subject to earlier termination as provided in Paragraph 6. The Option is exercisable during its term only in accordance with the provisions of this Agreement including Exhibit A hereto.

4.No Incentive Stock Option Treatment. The Optionee will not be entitled to incentive stock option tax treatment under Section 421(a) of the Code with respect to the Options.

5.Nontransferability. The Option shall not be transferable and the Option may be exercised only by the Optionee during the lifetime of the Optionee, only by Optionee; provided however, an option may be transferred, by will or the laws of descent and distribution, to the estate of a deceased Optionee, and such option may be exercised by the estate’s legal representative within three (3) months of the date of death. More particularly (but without limiting the generality of the foregoing), the Option may not be assigned, transferred, pledged, or

hypothecated in any way (whether by operation of law or otherwise), and shall not be subject to execution, attachment or similar process. Any attempted assignment, transfer, pledge, hypothecation or other disposition of the Option contrary to the provisions hereof and of the Plan, and the levy of any execution, attachment, or similar process upon the Option, shall be null and void and without effect.

6.Termination of Option. The right of a non-employee director who holds an Option to exercise such Option shall terminate immediately upon termination of service as a non-employee director and the right of a consultant who holds an Option to exercise such Option shall terminate immediately upon termination of service as a consultant to the Company or its subsidiaries upon dismissal, death or otherwise.

7.Registration of Shares. The Company has not registered for resale any shares (“Shares”) subject to the Plan with the Securities and Exchange Commission under the Securities Act of 1933. Accordingly, upon athe sale of Shares received from the exercise of the Option, the Optionee shall make any representations and warranties required by applicable laws, including any state securities laws in order to qualify such sale under any applicable exemption from registration.

8.Stock Splits, Mergers, Etc. In the event of a recapitalization, stock split, stock combination, stock dividend, exchange of shares or a change in the corporate structure or shares of the Company, or similar event, the Board of Directors shall make appropriate adjustments in the kind or number of shares which may be issued upon exercise of the Option and in the exercise price of the Option.

If the Company shall be a party to a merger or consolidation or shall sell substantially all its assets, each outstanding Option shall pertain and apply to the securities and or property which a holder of the number of shares of Common Stock subject to the Option immediately prior to such merger, consolidation or sale of assets would be entitled to receive in such merger, consolidation or sale of assets.

9.Method of Exercising Option. Subject to terms and conditions of this Agreement, the Option may be exercised by written notice to the Company at its offices at 333 Bayview Avenue, Amityville, New York 11701, Attention: Treasurer. Such notice shall state that the Option is being exercised thereby and the number of shares of Common Stock in respect of which it is being exercises. It shall be signed by the person or persons so exercising the Option and shall be accompanied by payment in full of the Option Price for such shares of Common Stock as provided in Paragraph 2. The Company shall advise the Company’s transfer agent to issue, in the name of the person or person exercising the Option, a certificate or certificates representing such shares as soon as practicable after the notice and payment shall be received.

The Optionee shall have no rights of a stockholder with respect to shares of Common Stock to be acquired by the exercise of the Option until a certificate or certificates representing such shares are issued to him. All shares of Common Stock purchased upon the exercise of the Option as provided herein shall be fully paid and nonassessable.

10.General. The Company shall at all times during the terms of the Option reserve and keep available such number of shares of Common Stock as will be sufficient to satisfy the requirements of this Agreement, shall pay all original issue taxes, if any, with respect to the issuance of shares of Common Stock pursuant hereto and all other fees and expenses necessarily incurred by the Company in connection therewith, and shall, from time to time, use its best efforts to comply with all laws and regulations which, in the opinion of counsel for the Company, shall be applicable thereto.

11.Representations of Optionee. The Optionee hereby represents that he and any related persons or entities, within the meaning of Section 424(d) of the Code, do not own more than ten percent (10%) of the total combined voting power of all classes of capital stock of the Company, and in accepting the Option herein granted to him, agrees to the terms of such Option as of the date hereof.

12.Notices. Each notice relating to this Agreement shall be in writing and delivered in person or by first class mail, postage prepaid, to the address as hereinafter provided. Each notice shall be deemed to have been given on the date it is received. Each notice to the Company shall be addressed to it at its offices at 333 Bayview Avenue, Amityville, New York 11701 (Attention: Treasurer). Each notice to the Optionee shall be addressed to the Optionee at the Optionee’s last known address.

13.Incorporation of Plan. Notwithstanding the terms and conditions herein, this Agreement shall be subject to and governed by all the terms and conditions of the Plan. A copy of the Plan has been delivered to the Optionee and is hereby incorporated by reference. In the event of any discrepancy or inconsistency between the terms and conditions of this Agreement and of the Plan, the terms and conditions of the Plan shall control.

14.Continuance of Relationship. The granting of the Option is in consideration of the Optionee’s continuing status as a non-employee director or non-employee consultant of the Company, as the case may be; provided, however, nothing in this Agreement shall confer upon the Optionee the right to continue as a non-employee director or non-employee consultant of the Company.

15.Interpretation. The interpretation and construction of any terms or conditions of the Plan, or of this Agreement or other matters related to the Plan by the Board of Directors shall be final and conclusive.

16.Enforceability. This Agreement shall be binding upon the Optionee, his estate, his personal representatives and beneficiaries.

IN WITNESS WHEREOF, the Company has caused this Agreement to be duly executed by its officer thereunto duly authorized, and the Optionee has hereunto set his hand all as of this day and year first above written.

Dated:
NAPCO SECURITY TECHNOLOGIES, INC.
By:
	Richard Soloway
	Chairman of the Board
Dated:

EXHIBIT A

TO

STOCK OPTION AGREEMENT

The Option is exercisable during its term only in accordance with the following:

From Date of	Percentage Exercisable
Option Agreement	Per Time Period	Cumulative
1 year	20	20
2 years	20	40
3 years	20	60
4 years	20	80
5 years	20	100

Notwithstanding anything herein to the contrary, such holder’s options will vest and become immediately exercisable in full upon a change in control. For purposes of this Plan, a “change in control” shall mean:

(i)  either (x) any merger or consolidation of the Company into or with another corporation, (y) the acquisition by another person, group or entity after the date hereof of beneficial ownership of more than 25% of the Common Stock of the Company (such person, group or entity reporting, or being required to report, the acquisition pursuant to Section 13 of the Securities Exchange Act of 1934), or (z) the commencement of a non-issuer tender offer seeking to acquire more than 25% of the Common Stock of the Company, or

(ii)  any sale by the Company of substantially all of the assets and business of the Corporation for cash, stock, or any combination thereof, unless, immediately after such sale, the holders of Common Stock of the Company immediately prior to such sale own more than 50% or more of the voting capital stock of the acquiring corporation or, if the acquiring person or entity is not a corporation, more than 50% of the voting equity interests of such acquiring person or entity, or

(iii )  if a majority of Company’s Board of Directors consists of individuals who were not Incumbent Directors. “Incumbent Directors” shall mean directors who either (A) are directors of the Company as of the date hereof, or (B) are elected, or nominated for election, to the Board with the affirmative votes of at least a majority of the Incumbent Directors at the time of such election or nomination.

EX-4.9

EXHIBIT 4.9

NAPCO SECURITY TECHNOLOGIES, INC.

STOCK OPTION AGREEMENT

OPTION AGREEMENT made as of the ____ day of _____ 20__ between NAPCO SECURITY TECHNOLOGIES, INC., a Delaware corporation with offices at, 333 Bayview Avenue, Amityville, NY 11701 ( the “Company”), and __________, residing at _____________________, a non-employee director or non-employee consultant of the Company or of a direct or indirect subsidiary of the Company (the “Optionee”).

WITNESSETH:

WHEREAS, the Company desires, by affording the Optionee an opportunity to purchase shares of its Common Stock, $.01 par value per share (the “Common Stock”), as hereinafter provided, to carry out the purpose of the Company’s 2020 Non-Employee Stock Option Plan (the “Plan”).

NOW, THEREFORE, in consideration of the premises and of the mutual covenants and agreements hereinafter contained, the parties hereto mutually covenant and agree as follows:

1.Grant of Option. The Company hereby grants to the Optionee an option (the “Option”) to purchase all or any part of an aggregate of ________ (____) shares of Common Stock (such number being subject to adjustment provided in Paragraph 8) on the terms and conditions hereinafter set forth.

2.Purchase Price. The purchase price of the shares of Common Stock issuable upon the exercise of the Option (the “Option Price”) shall be $____ per share, which is not less than the fair market value per share of Common Stock on the date hereof. Payment may be made:

(i)  in United States dollars by good check, bank draft or money order payable to the order of the Company; or

(ii)  by the transfer to the Company of shares of Common Stock owned by the Optionee having an aggregate fair market value on the date of exercise equal to the Option Price or the portion thereof being paid; or

(iii)  at the discretion of the Board and subject to any restrictions or conditions as it deems appropriate (including any restrictions as may be set forth in Rule 16b-3 under the Securities and Exchange Act of 1934), by electing to have the Company withhold from the shares issuable on exercise of the Option such number of shares of Common Stock as shall have an aggregate fair market value on the date of exercise equal to the Option Price or the portion thereof being paid; or

(iv)  at the discretion of the Board by a combination of (i) and (ii) or (i) and (iii).

3.Term of Option. The term of the Option shall be for a period of ten (10) years from the date hereof, subject to earlier termination as provided in Paragraph 6. The Option is exercisable during its term only in accordance with the provisions of this Agreement including Exhibit A hereto.

4.No Incentive Stock Option Treatment. The Optionee will not be entitled to incentive stock option tax treatment under Section 421(a) of the Code with respect to the Options.

5.Non-transferability. The Option shall not be transferable and the Option may be exercised only by the Optionee during the lifetime of the Optionee, only by Optionee; provided however, an option may be transferred, by will or the laws of descent and distribution, to the estate of a deceased Optionee, and such option may be exercised by the estate’s legal representative within three (3) months of the date of death. More

particularly (but without limiting the generality of the foregoing), the Option may not be assigned, transferred, pledged, or hypothecated in any way (whether by operation of law or otherwise), and shall not be subject to execution, attachment or similar process. Any attempted assignment, transfer, pledge, hypothecation or other disposition of the Option contrary to the provisions hereof and of the Plan, and the levy of any execution, attachment, or similar process upon the Option, shall be null and void and without effect.

6.Termination of Option. The right of a non-employee director who holds an Option to exercise such Option shall terminate immediately upon termination of service as a non-employee director and the right of a consultant who holds an Option to exercise such Option shall terminate immediately upon termination of service as a consultant to the Company or its subsidiaries upon dismissal, death or otherwise.

7.Registration of Shares. The Company has not registered shares (“Shares”) subject to the Plan with the Securities and Exchange Commission under the Securities Act of 1933. Upon any exercise of the Option, the Optionee shall make any representations and warranties required by applicable laws, including any state securities laws; provided that such representations and warranties shall not be required if, in the opinion of the counsel to the Company, they are not required and there is an applicable exemption therefrom.

8.Stock Splits, Mergers, Etc. In the event of a recapitalization, stock split, stock combination, stock dividend, exchange of shares or a change in the corporate structure or shares of the Company, or similar event, the Board of Directors shall make appropriate adjustments in the kind or number of shares which may be issued upon exercise of the Option and in the exercise price of the Option.

If the Company shall be a party to a merger or consolidation or shall sell substantially all its assets, each outstanding Option shall pertain and apply to the securities and or property which a holder of the number of shares of Common Stock subject to the Option immediately prior to such merger, consolidation or sale of assets would be entitled to receive in such merger, consolidation or sale of assets.

9.Method of Exercising Option. Subject to terms and conditions of this Agreement, the Option may be exercised by written notice to the Company at its offices at 333 Bayview Avenue, Amityville, New York 11701, Attention: Treasurer. Such notice shall state that the Option is being exercised thereby and the number of shares of Common Stock in respect of which it is being exercises. It shall be signed by the person or persons so exercising the Option and shall be accompanied by payment in full of the Option Price for such shares of Common Stock as provided in Paragraph 2. The Company shall advise the Company’s transfer agent to issue, in the name of the person or person exercising the Option, a certificate or certificates representing such shares as soon as practicable after the notice and payment shall be received.

The Optionee shall have no rights of a stockholder with respect to shares of Common Stock to be acquired by the exercise of the Option until a certificate or certificates representing such shares are issued to him. All shares of Common Stock purchased upon the exercise of the Option as provided herein shall be fully paid and nonassessable.

10.General. The Company shall at all times during the terms of the Option reserve and keep available such number of shares of Common Stock as will be sufficient to satisfy the requirements of this Agreement, shall pay all original issue taxes, if any, with respect to the issuance of shares of Common Stock pursuant hereto and all other fees and expenses necessarily incurred by the Company in connection therewith, and shall, from time to time, use its best efforts to comply with all laws and regulations which, in the opinion of counsel for the Company, shall be applicable thereto.

11Notices. Each notice relating to this Agreement shall be in writing and delivered in person or by first class mail, postage prepaid, to the address as hereinafter provided. Each notice shall be deemed to have been given on the date it is received. Each notice to the Company shall be addressed to it at its offices at 333

Bayview Avenue, Amityville, New York 11701 (Attention: Treasurer). Each notice to the Optionee shall be addressed to the Optionee at the Optionee’s last known address.

12.Incorporation of Plan. Notwithstanding the terms and conditions herein, this Agreement shall be subject to and governed by all the terms and conditions of the Plan. A copy of the Plan has been delivered to the Optionee and is hereby incorporated by reference. In the event of any discrepancy or inconsistency between the terms and conditions of this Agreement and of the Plan, the terms and conditions of the Plan shall control.

13.Continuance of Relationship. The granting of the Option is in consideration of the Optionee’s continuing status as a non-employee director or non-employee consultant of the Company, as the case may be; provided, however, nothing in this Agreement shall confer upon the Optionee the right to continue as a non-employee director or non-employee consultant of the Company.

14.Interpretation. The interpretation and construction of any terms or conditions of the Plan, or of this Agreement or other matters related to the Plan by the Board of Directors shall be final and conclusive.

15.Enforceability. This Agreement shall be binding upon the Optionee, his estate, his personal representatives and beneficiaries.

IN WITNESS WHEREOF, the Company has caused this Agreement to be duly executed by its officer thereunto duly authorized, and the Optionee has hereunto set his hand all as of this day and year first above written.

	Dated:
	NAPCO SECURITY TECHNOLOGIES, INC.
	By:
		Richard Soloway
		Chairman of the Board
Dated:

EXHIBIT A

TO

STOCK OPTION AGREEMENT

The Option is exercisable during its term only in accordance with the following:

From Date of	Percentage Exercisable
Option Agreement	Per Time Period	Cumulative
1 year	20	20
2 years	20	40
3 years	20	60
4 years	20	80
5 years	20	100

Notwithstanding anything herein to the contrary, such holder’s options will vest and become immediately exercisable in full upon a change in control. For purposes of this Plan, a “change in control” shall mean:

(i)  either (x) any merger or consolidation of the Company into or with another corporation, (y) the acquisition by another person, group or entity after the date hereof of beneficial ownership of more than 25% of the Common Stock of the Company (such person, group or entity reporting, or being required to report, the acquisition pursuant to Section 13 of the Securities Exchange Act of 1934), or (z) the commencement of a non-issuer tender offer seeking to acquire more than 25% of the Common Stock of the Company, or

(ii)  any sale by the Company of substantially all of the assets and business of the Corporation for cash, stock, or any combination thereof, unless, immediately after such sale, the holders of Common Stock of the Company immediately prior to such sale own more than 50% or more of the voting capital stock of the acquiring corporation or, if the acquiring person or entity is not a corporation, more than 50% of the voting equity interests of such acquiring person or entity, or

(iii)  if a majority of Company’s Board of Directors consists of individuals who were not Incumbent Directors. “Incumbent Directors” shall mean directors who either (A) are directors of the Company as of the date hereof, or (B) are elected, or nominated for election, to the Board with the affirmative votes of at least a majority of the Incumbent Directors at the time of such election or nomination.

EX-4.11

EXHIBIT 4.11

NAPCO SECURITY TECHNOLOGIES, INC.

EMPLOYEE STOCK OPTION AGREEMENT

OPTION AGREEMENT made as of the ____ day of _______, 20__ between NAPCO SECURITY TECHNOLOGIES, INC., a Delaware corporation with offices at 333 Bayview Avenue, Amityville, NY 11701 (the “Company”), and _________, residing at ______________________________, an employee of the Company or of a direct or indirect subsidiary of the Company (the “Optionee”).

W I T N E S S E T H :

WHEREAS, the Company desires, by affording the Optionee an opportunity to purchase shares of its Common Stock, $.01 par value per share (the “Common Stock”), as hereinafter provided, to carry out the purpose of the Company's 2022 Employee Stock Option Plan (the “Plan”):

NOW, THEREFORE, in consideration of the premises and of the mutual covenants and agreements hereinafter contained, the parties hereto mutually covenant and agree as follows:

1.Grant of Option. The Company hereby grants to the Optionee an option (the “Option”) to purchase all or any part of an aggregate of                                (       ) shares of Common Stock (such number being subject to adjustment as provided in Paragraph 8) on the terms and conditions hereinafter set forth.

2.Purchase Price. The purchase price of the shares of Common Stock issuable upon the exercise of the Option (the “Option Price”) shall be $         per share, which is not less than one hundred percent (100%) of the fair market value per share of Common Stock on the date hereof. Payment may be made:

(i)in United States dollars by good check, bank draft or money order payable to the order of the Company; or

(ii)by the transfer to the Company of shares of Common Stock owned by the Optionee having an aggregate fair market value on the date of exercise equal to the Option Price or the portion thereof being paid; or

(iii)at the discretion of the Compensation Committee and subject to any restrictions or conditions as it deems appropriate (including any restrictions as may be set forth in Rule 16b-3 under the Securities and Exchange Act of 1934), by electing to have the Company withhold from the shares issuable on exercise of the Option such number of shares of Common Stock as shall have an aggregate fair market value on the date of exercise equal to the Option Price or the portion thereof being paid; or

(iv)at the discretion of the Compensation Committee by a combination of (i) and (ii) or (i)and (iii) above.

3.Term of Option. The term of the Option shall be for a period of ten (10) years from the date hereof, subject to earlier termination as provided in Paragraph 6. The Option is exercisable during its term only in accordance with the provisions of this Agreement.

The Option may not be exercised unless at the time the Option is exercised the Optionee shall be an employee of the Company or any subsidiary, except as expressly provided herein.

4.Incentive Stock Options Treatment. To the extent that the value of the shares underlying an Option that first becomes exercisable in any calendar year exceeds $100,000 such portion shall not qualify for incentive stock option treatment. The Optionee will not be entitled to incentive stock option tax treatment under Section 421(a) of the Code with respect to the transfer of a share of stock to an individual pursuant to his exercise of an incentive stock option if:

(i)disposition of such share is made by him within two (2) years from the date of the granting of the option or within one (1) year after the transfer of such share to him, and

(ii)at all times during the period beginning on the date of the granting of the option and ending on the day three (3) months before the date of such exercise, such individual was not an employee of the Company, a parent or subsidiary corporation of the Company, or a corporation or a parent or subsidiary corporation of such corporation issuing or assuming a stock option in a transaction to which Code section 424(a) applies.

5.Nontransferability. The Option shall not be transferable and the Option may be exercised during the lifetime of the Optionee, only by such Optionee; provided, however, the Option may be transferred by will or the laws of descent and distribution, to the estate of a deceased employee, and the Option may be exercised by the estate's legal representative within three (3) months of the date of death. More particularly, but without limiting the generality of the foregoing, the Option may not be assigned, transferred, pledged or hypothecated in any way (whether by operation of law or otherwise), and shall not be subject to execution, attachment or similar process. Any attempted assignment, transfer, pledge, hypothecation or other disposition of the Option contrary to the provisions hereof and of the Plan, and the levy of any execution, attachment, or similar process upon the Option, shall be null and void and without effect.

6.Termination of Option. If the Optionee shall cease to be employed by the Company or any subsidiary for any reason, including voluntary termination of service, dismissal, disability, retirement, death or otherwise, the Option shall terminate immediately except as expressly provided herein.

7.Registration of Shares. The Company intends to register the shares ("Shares") subject to the Plan with the Securities and Exchange Commission under the Securities Act of 1933. Upon any exercise of the Option, the Optionee shall make any representations and warranties required by applicable laws, including any state securities laws as may be required by counsel to the Company.

8.Stock Splits, Mergers, Etc. In the event of a recapitalization, stock split, stock combination, stock dividend, exchange of shares or a change in the corporate structure or shares of the Company, or similar event, the Board of Directors upon recommendation of the Compensation Committee shall make appropriate adjustments in the kind or number of shares which may be issued upon exercise of the Option and in the exercise price of the Option.

If the Company shall be a party to a merger or consolidation or shall sell substantially all its assets, each outstanding Option shall pertain and apply to the securities and/or property which a holder of the number of shares of Common Stock subject to the Option immediately prior to such merger, consolidation, or sale of assets would be entitled to receive in such merger, consolidation or sale of assets.

9.Method of Exercising Option. Subject to the terms and conditions of this Agreement, the Option may be exercised by written notice to the Company at its offices at 333 Bayview Avenue, Amityville, New York 11701, Attention: Treasurer. Such notice shall state that the Option is being exercised thereby and the number of shares of Common Stock in respect of which it is being exercised. It shall be signed by the person or persons so exercising the Option and shall be accompanied by payment in full of the Option Price for such shares of Common Stock as provided in Paragraph 2. The Company shall advise the Company’s transfer

agent to issue, in the name of the person or persons exercising the Option, a certificate or certificates representing such shares as soon as practicable after the notice and payment shall be received.

The Optionee shall have no rights of a stockholder with respect to shares of Common Stock to be acquired by the exercise of the Option until a certificate or certificates representing such shares are issued to him. All shares of Common Stock purchased upon the exercise of the Option as provided herein shall be fully paid and nonassessable.

10.General. The Company shall at all times during the terms of the Option reserve and keep available such number of shares of Common Stock as will be sufficient to satisfy the requirements of this Agreement, shall pay all original issue taxes, if any, with respect to the issuance of shares of Common Stock pursuant hereto and all other fees and expenses necessarily incurred by the Company in connection therewith, and shall, from time to time, use its best efforts to comply with all laws and regulations which, in the opinion of counsel for the Company, shall be applicable thereto.

11.Representations of Optionee. The Optionee hereby represents that he and any related persons or entities, within the meaning of Section 424(d) of the Code, do not own more than ten percent (10%) of the total combined voting power of all classes of capital stock of the Company, and in accepting the Option herein granted to him, agrees to the terms of such Option as of the date hereof.

12.Notices. Each notice relating to this Agreement shall be in writing and delivered in person or by first class mail, postage prepaid, to the address as hereinafter provided. Each notice shall be deemed to have been given on the date it is received. Each notice to the Company shall be addressed to it at its offices at 333 Bayview Avenue, Amityville, New York 11701 (Attention: Treasurer). Each notice to the Optionee shall be addressed to the Optionee at the Optionee's last known address.

13.Incorporation of Plan. Notwithstanding the terms and conditions herein, this Agreement shall be subject to and governed by all the terms and conditions of the Plan. A copy of the Plan has been delivered to the Optionee and is hereby incorporated by reference. In the event of any discrepancy or inconsistency between the terms and conditions of this Agreement and of the Plan, the terms and conditions of the Plan shall control.

14.Continuance of Employment. The granting of the Option is in consideration of the Optionee's continuing employment by the Company or any subsidiary; provided, however, nothing in this Agreement shall confer upon the Optionee the right to continue in the employ of the Company or any subsidiary or affect the right of the Company or any subsidiary to terminate the Optionee's employment at any time in the sole discretion of the Company’s or any subsidiary, with or without cause.

15.Interpretation. The interpretation and construction of any terms or conditions of the Plan, or of this Agreement or other matters related to the Plan by the Compensation Committee or the Board of Directors shall be final and conclusive.

16.Enforceability. This Agreement shall be binding upon the Optionee, his estate, his personal representatives and beneficiaries.

IN WITNESS WHEREOF, the Company has caused this Agreement to be duly executed by its officer thereunto duly authorized, and the Optionee has hereunto set his hand all as of this day and year first above written.

Dated:
NAPCO SECURITY TECHNOLOGIES, INC.
By:
	Richard Soloway
	Chairman of the Board
Dated:

EXHIBIT A

TO

STOCK OPTION AGREEMENT

The Option is exercisable during its term only in accordance with the following:

From Date of	Percentage Exercisable
Option Agreement	Per Time Period	Cumulative
1 year	20	20
2 years	20	40
3 years	20	60
4 years	20	80
5 years	20	100

Notwithstanding anything herein to the contrary, such holder's options will vest and become immediately exercisable in full upon a change in control. For purposes of this Plan, a "change in control" shall mean:

(i)either (x) any merger or consolidation of the Company into or with another corporation, (y) the acquisition by another person, group or entity after the date hereof of beneficial ownership of more than 25% of the Common Stock of the Company (such person, group or entity reporting, or being required to report, the acquisition pursuant to Section 13 of the Securities Exchange Act of 1934), or (z) the commencement of a non-issuer tender offer seeking to acquire more than 25% of the Common Stock of the Company, or

(ii)any sale by the Company of substantially all of the assets and business of the Company for cash, stock, or any combination thereof, unless, immediately after such sale, the holders of Common Stock of the Company immediately prior to such sale own more than 50% or more of the voting capital stock of the acquiring corporation or, if the acquiring person or entity is not a corporation, more than 50% of the voting equity interests of such acquiring person or entity, or

(iii)if a majority of Company’s Board of Directors consists of individuals who were not Incumbent Directors. “Incumbent Directors” shall mean directors who either (A) are directors of the Company as of the date hereof, or (B) are elected, or nominated for election, to the Board with the affirmative votes of at least a majority of the Incumbent Directors at the time of such election or nomination.

EX-5

EXHIBIT 5

FORMAN & SHAPIRO LLP

1345 Avenue of the Americas

11^th Floor

New York, NY 10105

February 8, 2023

Board of Directors

NAPCO Security Technologies, Inc.

333 Bayview Avenue

Amityville, New York 11701

Re: NAPCO Security Technologies, Inc.

Registration Statement on Form S-8

Ladies and Gentlemen:

We have acted as counsel for NAPCO Security Technologies, Inc., a Delaware corporation (the “Company”), in connection with the Registration Statement on Form S-8 (the “Registration Statement”) of the Company filed with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), with respect to 950,000 shares of common stock, par value $.01 per share, of the Company (the “Common Stock), to be issued from time to time pursuant to the Company’s 2022 Employee Stock Option Plan, 50,000 shares of Common Stock to be issued from time to time pursuant to the Company’s 2018 Non-Employee Stock Option Plan (the 2018 Employee Stock Option Plan”) and 50,000 shares to be issued from time to time under the Company’s 2020 Non-Employee Stock Option Plan(collectively referred to as the “ Plans”). In that capacity, we have reviewed the Restated and Amended Certificate of Incorporation as amended and Amended and Restated Bylaws of the Company, the Registration Statement, the Plans, the original or copies of corporate records reflecting the corporate action taken by the Company in connection with the approval of the Plan and the issuance of the Common Stock under the Plans and such other instruments as we have deemed necessary for the issuance of this opinion. This opinion letter is furnished to you at your request to enable you to fulfill the requirements of Item 601(b)(5) of Regulation S-K 17 C.F.R. §229, 601(b)(5), in connection with the Registration Statement.

The opinion expressed below is limited to the General Corporation Law of Delaware and we do not express any opinion herein concerning any other law.

Based upon the foregoing, we are of the opinion that the shares of Common Stock offered under the Plans have been duly authorized and, when issued in accordance with the terms and conditions of the Plans, will be validly issued, fully paid and non-assessable.

In our examination of the aforesaid documents, we have assumed the genuineness of all signatures, the legal capacity of all natural persons, the accuracy and completeness of all documents submitted to us, the authenticity of all original documents

and the conformity to authentic original documents of all documents submitted to us as copies (including telecopies). This opinion letter is given, and all statements herein made, in the context of the foregoing.

We hereby consent to the filing of this opinion as an exhibit to the Registration Statement. In giving this consent, we do not admit that we are within the category of persons whose consent is required by Section 7 of the Securities Act of 1933, as amended.

Very truly yours,

Forman & Shapiro LLP

By /s/Robert W. Forman _____

Robert W. Forman

EX-23.1

EXHIBIT 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in this Registration Statement on Form S-8 of Napco Security Technologies, Inc. (the “Company”) of our report dated August 29, 2022, with respect to the consolidated financial statements of the Company and the effectiveness of internal control over financial reporting of the Company (which report expresses an adverse opinion on the effectiveness of the Company’s internal control over financial reporting because of material weaknesses), included in its Annual Report on Form 10-K for the year ended June 30, 2022, filed with the Securities and Exchange Commission.

/s/ BAKER TILLY US, LLP

Uniondale, New York

February 8, 2023

EX-FILING FEES

Exhibit 107

Calculation of Filing Fee Table

Form S-8

(Form Type)

Napco Security Technologies, Inc.

(Exact Name of Registrant as Specified in its Charter)

Security Type	Security Class Title (1)	Fee Calculation or Carry Forward Rule	Amount Registered	Proposed Maximum Offering Price Per Unit (2)		Proposed Maximum Aggregate Offering Price (2)		Fee Rate	Amount of Registration Fee
Common Stock (2018 Non-Employee Stock Option Plan)	Common Stock, par value $.01 per share	Rule 457(h)	50,000	$	34.33	$	1,716,500	$110.20 per $1,000,000	189.16
Common Stock (2020 Non-Employee Stock Option Plan)	Common Stock, par value $.01 per share	Rule 457(h)	50,000	$	34.33	$	1,716,500	$110.20 per $1,000,000	189.16
Common Stock (2022 Employee Stock Option Plan)	Common Stock, par value $.01 per share	Rule 457(h)	950,000	$	34.33	$	32,613,500	$110.20 per $1,000,000	3,594.01
Total Offering Amounts						$	36,046,500		$	3,972.32
Total Fees Previously Paid									$	-
Total Fee Offsets									$	-
Net Fee Due									$	3,972.32

(1) Pursuant to Rule 416 under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement shall also cover any additional shares of Common Stock which become issuable under the Napco Security Technologies, Inc. 2018 Non-Employee Stock Option Plan (the "2018 Non-Employee Plan"), Napco Security Technologies, Inc. 2020 Non-Employee Stock Option Plan (the "2020 Non-Employee Plan") and the Napco Security Technologies, Inc. 2022 Employee Stock Option Plan (the "2022 Employee Plan") by reason of any stock dividend, stock split, recapitalization or other similar transaction effected without the receipt of consideration which results in an increase in the number of the outstanding shares of the Registrant’s Common Stock.

(2) Estimated in accordance with Rule 457(h) solely for the purpose of calculating the registration fee based on the average of the high and low prices of the Registrant’s Common Stock as reported on the Nasdaq Global Market on February 6, 2023.