-----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, AcW4TuBth1IN3KBQ8R2JeX9VYlPXCk5qJRZW/oRCIRKRVsfY4J71CzQJl7ykpmTW e8qy/Ik9SO2grzi04zVTvw== 0000950116-96-000539.txt : 19960617 0000950116-96-000539.hdr.sgml : 19960617 ACCESSION NUMBER: 0000950116-96-000539 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 19960614 EFFECTIVENESS DATE: 19960703 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: NEW BRUNSWICK SCIENTIFIC CO INC CENTRAL INDEX KEY: 0000071241 STANDARD INDUSTRIAL CLASSIFICATION: LABORATORY APPARATUS & FURNITURE [3821] IRS NUMBER: 221630072 STATE OF INCORPORATION: NJ FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-06029 FILM NUMBER: 96581252 BUSINESS ADDRESS: STREET 1: 44 TALMADGE RD STREET 2: PO BOX 4005 CITY: EDISON STATE: NJ ZIP: 08818-4005 BUSINESS PHONE: 9082871200 MAIL ADDRESS: STREET 1: 44 TALMADGE ROAD STREET 2: PO BOX 4005 CITY: EDISON STATE: NJ ZIP: 08818-4005 S-8 1 FORM S-8 REGISTRATION NO.: __________________ ============================================================================== SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------ FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ------------ NEW BRUNSWICK SCIENTIFIC CO., INC. NEW JERSEY 22-1630072 ------------------------ ------------------- (State of Incorporation) (IRS Employer Identification No.) 44 Talmadge Road, Edison, New Jersey 08818 (908) 287-1200 --------------------------------------------------------- (Address and Phone Number of Principal Executive Offices) New Brunswick Scientific Co., Inc. 1989 STOCK OPTION PLAN FOR NONEMPLOYEE DIRECTORS ------------------------------------------------ (Full Title of Plan) EZRA WEISMAN, President New Brunswick Scientific Co., Inc. 44 Talmadge Road P.O. Box 4005 Edison, New Jersey 08818-4005 -------------------------------------- (Name and Address of Agent for Service) (908) 287-1200 ------------------------------------------------------------- (Telephone Number, including area code, of agent for service) COPY TO: -------- PETER D. HUTCHEON, ESQ. NORRIS, McLAUGHLIN & MARCUS 721 Route 202-206 P.O. Box 1018 Somerville, NJ 08876-1018 Approximate date of proposed sale to public: Upon exercise after the effective date of this Registration Statement of options granted pursuant to the New Brunswick Scientific Co., Inc. 1989 Stock Option Plan for Nonemployee Directors. CALCULATION OF REGISTRATION FEE Proposed Proposed Maximum Title of Amount Maximum Aggregate Amount of Securities to to be Offering Offering Registration be Registered Registered Price Per Share(1) Price Fee - ------------- ---------- --------------- --------- ------------ Common Stock 99,550 $8.375 $833,731.25 $287.50 Par Value shares $0.0625 per share - ------------------------------------------------------------------------------ (1) Based upon the last reported sale price in the over-the-counter markets, as quoted on NASDAQ on June 12, 1996. ============================================================================= The Exhibit List appears at Page __ of the sequential numbering system. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE SECURITIES IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH STATE. NEW BRUNSWICK SCIENTIFIC CO., INC. 1989 STOCK OPTION PLAN FOR NONEMPLOYEE DIRECTORS 99,550 SHARES OF COMMON STOCK 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 REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. This Prospectus relates to the offering of shares of New Brunswick Scientific Co., Inc. (the "Company") Common stock, par value $0.0625 per share, to non-employee directors of the Company, who have been granted options to purchase such shares pursuant to the New Brunswick Scientific Co., Inc. 1989 Stock Option Plan for Nonemployee Directors (the "Plan"). Any such offers shall be made at the price and on the terms and conditions established pursuant to the Plan. No person has been authorized to give any information or to make any representation not contained in this Prospectus and, if given or made, such information or representation must not be relied upon as having been authorized. This Prospectus does not constitute an offer of any securities other than the securities to which it relates, or an offer thereof to any person in any jurisdiction where such offer would be unlawful. The delivery of this Prospectus at any time does not imply that the information herein is correct as of any time subsequent to the date hereof. For important information relating to certain possible adverse tax consequences of disposition of option shares within two years of the date of grant or one year of the date of exercise, see "Taxation". ---------- The date of this Prospectus is __________, 1996. ---------- AVAILABLE INFORMATION The Company is subject to the informational requirements of the Securities Exchange Act of 1934 and in accordance therewith files reports and other information with the Securities and Exchange Commission (the "Commission"). Reports, proxy statements and other information filed by the Company with the Commission can be inspected and copied at the public reference facilities maintained by the Commission at Room 1024, 450 Fifth Street, N.W., Washington, D.C. 20549; Citicorp Center, 500 W. Madison Street, Suite 1400, Chicago, Illinois 60661-2511; and Seven World Trade Center, 13th Floor, New York, New York 10048. Copies of such materials can be obtained at prescribed rates from the Public Reference Section of the Commission at 450 Fifth Street, N.W., Washington, D.C. 20549. This Prospectus does not contain all of the information set forth in the Registration Statement of which this Prospectus is a part. For further information about the Company and the shares offered hereby, reference is made to such Registration Statement and the exhibits which the Company has filed with the Commission. Statements contained in this Prospectus as to the contents of any document referred to are not necessarily complete, and in each instance reference is made to the copy of the document filed as an exhibit to the Registration Statement, each such statement being qualified in all respects by such reference. 2 Certain information is incorporated by reference in this Prospectus. The Company will provide without charge to each person to whom this Prospectus is delivered, upon written or oral request of such person, a copy of any and all information that has been incorporated by reference in the Registration Statement (not including the exhibits unless such exhibits are specifically incorporated by reference into the information that the Registration Statement incorporates). The Company will furnish to any person who requests it, any exhibit to the Registration Statement upon payment of a fee equal to reasonable expenses in furnishing such exhibit. The Company will also provide without charge to each person to whom this Prospectus is delivered, upon written or oral request of such person, a copy of all documents containing the Plan information. All requests for such information incorporated by reference or exhibits thereto or for documents containing Plan information shall be addressed to New Brunswick Scientific Co., Inc., 44 Talmadge Road, P.O. Box 4005, Edison, New Jersey 08818-4005 attn: Secretary; or made by telephone by calling (908) 287-1200. 3 TABLE OF CONTENTS PROSPECTUS Page ---- AVAILABLE INFORMATION.................................................... 2 SUMMARY.................................................................. 5 GENERAL INFORMATION...................................................... 6 Adoption and Purpose........................................... 6 Administration of the Plan..................................... 7 Eligible Participants.......................................... 8 Terms of the Options........................................... 8 Payment of Exercise Price...................................... 11 Adjustments to Shares.......................................... 11 Amendment and Termination...................................... 11 FEDERAL INCOME TAX CONSEQUENCES.......................................... 13 SECURITIES TO BE OFFERED................................................. 16 INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.......................... 16 INDEMNIFICATION.......................................................... 18 4 SUMMARY This Prospectus relates to an offering of 99,550 shares of the Company's Common stock, par value $0.0625 per share (the "Shares") to eligible independent directors of the Company who are granted options to purchase such Shares pursuant to the Plan. The offering is made according to the terms of the Plan. The Plan was created so that the Company can attract and retain experienced and exceptional independent directors by allowing them to participate in the growth of the Company. Under the Plan, an independent director may receive, without charge, options to purchase a designated number of Shares at a specified price. An independent director may exercise an option at any time during the periods of exercisability set forth in the Plan by paying the specified price according to the terms and conditions set forth in the Plan. The Plan is administered by a Stock Option Committee appointed by the Board of Directors of the Company and consisting of at least two persons who are ineligible to receive options under the Plan. Presently, there are no restrictions on resale of the Shares, however, the Stock Option Committee, may, in its discretion impose restrictions on the transferability of the Shares. Trading in the Shares in the United States is conducted in the national market system and reported under the symbol "NBSC". 5 GENERAL INFORMATION Adoption and Purpose - -------------------- The Board of Directors of the Company adopted the Plan on April 11, 1989. The Plan was subsequently approved by the Company's stockholders on May 30, 1989. The Plan provides for the grant of stock options (the "Options") to certain independent directors of the Company. The independent directors who are eligible to participate in the Plan are determined from time to time by the Stock Option Committee appointed by the Board of Directors of the Company (the "Committee"). The purpose of the Plan is to increase the ability of the Company and its subsidiaries to attract and retain experienced and qualified independent directors with exceptional managerial and analytical talent upon whom, in large measure, the sustained progress, growth and profitability of the Company depends. The Plan is intended to provide favorable opportunities for such independent directors to purchase equity in the Company at prices which potentially may provide them with additional compensation, thereby encouraging them to contribute to the future success and prosperity of the Company and its subsidiaries as a consolidated entity. Options may be granted under the Plan until April 30, 1999, or such earlier date as the Board of Directors may determine, and the Plan shall thereafter remain in effect until all Options 6 outstanding under the Plan on such date shall have been exercised or shall have expired or terminated in accordance with their terms. Administration of the Plan - -------------------------- The Plan will be administered by the Committee, which shall consist of at least two members of the Board of Directors of the Company, all of whom shall be "disinterested persons". This means that persons who are serving on the Committee are not eligible, either while on the Committee or during the year prior to their serving on the Committee, for selection as persons to whom Options may be granted under the Plan. The current members of the Committee are Messrs. David and Sigmund Freedman. The Board may from time to time name one or more other Directors of the Company, none of whom would be officers of the Company, to serve as additional members of the Committee or to replace one or both of David and Sigmund Freedman. A majority of the members of the Committee constitutes a quorum, and a vote of the majority of members present at any meeting at which a quorum is present, or acts approved in writing by a majority of the Committee, shall decide any question before the Committee. The Committee's responsibilities include (a) the selection of independent directors to whom Options shall be granted under the Plan; (b) the establishment of rules and regulations for administration of the Plan; and (c) the making of all necessary determinations and interpretations under or in connection with the Plan and the Options granted thereunder. The Board of Directors of the Company may from time to time remove members from, or add members to, the 7 Committee. The Company will furnish to any person who requests it, additional information about the Plan and the Committee members who administer it. All requests for such information shall be addressed to New Brunswick Scientific Co., Inc., 44 Talmadge Road, P.O. Box 4005, Edison, New Jersey 08818-4005, Attn: Secretary; or made by telephone by calling (908) 287-1200. Eligible Participants - --------------------- Independent directors of the Company as the Committee may designate, excluding members of the Committee, are eligible to participate in the Plan. As of the date of this Prospectus, approximately six independent directors are eligible to participate in the Plan. No determination has been made with respect to future recipients of Options under the Plan, and it is not possible to specify the independent directors to whom such Options may be granted in the future, or the number of Shares, within the limitations of the Plan to be covered by such Options. Terms of the Options The Shares subject to the Options are authorized but unissued shares of the Company's Common stock, par value $.0625 per share. The price at which each Share may be purchased under an Option is determined by the Committee in its discretion, but will not be less than eighty-five percent (85%) of the "fair market value" of the Shares subject to the Option on the date the Option is granted. For purposes of the Plan, "fair market value" of a Share shall mean (a) the last reported closing price of a share as quoted on the National Association of Securities Dealers Automated Quotation 8 System ("NASDAQ") and reported in The Wall Street Journal (or other reputable financial publication in the event The Wall Street Journal is unavailable); or if at any time the Company's Common stock is not eligible for quotation on NASDAQ (b) such other method of determining fair market value as shall be permitted by the Internal Revenue Code of 1986, as amended or the rules or regulations promulgated thereunder, and adopted by the Committee from time to time. The Committee fixes the term of all Options under this Plan, provided that such term may not exceed ten years from the date of grant. The term of an Option shall be subject to early expiration upon (i) the cessation of the optionee being a director; (ii) death of the optionee; or (iii) retirement or disability of the optionee. Each Option granted under the Plan shall be evidenced by a Nonqualified Stock Option Certificate (the "Option Certificate"). The Option Certificate shall identify the number of Shares to which the Option pertains and shall set forth the terms, conditions and restrictions regarding the Option. An independent director who receives a grant of Options shall be entitled to exercise all Options in accordance with the installment exercise provisions of the Plan. The installment provisions of the Plan provide that an option may be exercised for up to 20 percent of the Shares for which an Option was granted on or after the first anniversary of the date of grant. Thereafter, 20 percent of the Options granted shall become exercisable each year until all Options are exercisable at the end of 5 years. An 9 Option may be exercised as to less than the full amount of Shares then available for purchase under the Option, but must be exercised in multiples of full shares of stock, rather than fractional shares. An optionee may exercise all or a portion of the Option by delivering a written notice of exercise to the Company. Payment for the Shares being purchased must also be delivered to the Company according to the terms of the Plan. See "Exercise and Payment". The Options granted under the Plan are not assignable or transferable by an optionee other than by the will of an optionee or according to the appropriate laws of descent and distribution. During an optionee's lifetime, an Option shall be exercisable only by the optionee or in the event of his legal disability, by his legal representative. If the Optionee dies while acting as a director of the Company, and if on the date of death he holds an Option which is not fully exercised, then for a period of six months after the optionee's death or the unexpired term of the Option, whichever is less, the Option may be exercised by the executor or administrator of the optionee, or by any person who acquires the Option from the optionee by bequest or inheritance, to the extent that the optionee could have exercised such Option on the date of his death. If any optionee ceases to be a director of the Company for any reason other than death, then all unexercised options held by such optionee whether or not accrued at the date of termination shall terminate as of the date of such termination of directorship. 10 Payment of Exercise Price - ------------------------- Under the Plan, the Exercise Price shall be paid to the Company in cash, by check (subject to collection), by bank draft, postal or express money order. Adjustments to Shares - --------------------- In the event of a stock dividend, stock split, or other subdivision or combination of outstanding shares, or in the event of any other reorganization or change in the stock or capital structure of the Company in which the Company issues additional shares of capital stock without receiving any consideration in return, the number of shares of the Company's Common stock available for Options or subject to outstanding stock options shall be equitably adjusted by the Committee. Amendment and Termination The Board of Directors of the Company may amend, suspend or discontinue the Plan at any time, in such respects as the Board may deem appropriate and in the best interests of the Company; provided, however, that no such amendment, suspension or discontinuance of this Plan shall (1) without the optionee's consent, materially impair the rights under any Option granted under the Plan prior to such amendment, suspension or termination or; (2) without approval by affirmative vote of the holders of a majority of the Shares of the Company, do any of the following: (i) materially increase the benefits accruing to optionees under the Plan; (ii) increase the total number of shares of the Company's Common stock which may be issued pursuant 11 to options under the Plan, except as necessary to make the adjustments described above; (iii) materially modify the eligibility requirements for receiving stock options under the Plan; (iv) materially increase the cost of the Plan to the Company. [THE REST OF THIS PAGE INTENTIONALLY LEFT BLANK] 12 FEDERAL INCOME TAX CONSEQUENCES The Company believes that the normal operations of the Plan should have the following general Federal income tax consequences under the Internal Revenue Code of 1986, as amended, (the "Code") and the regulations and rulings promulgated thereunder. This discussion summarizes general Federal income tax consequences to holders of Options based on the current tax laws. The grant of an Option under the Plan is a grant of a right to purchase Shares under the Plan for a stated period of time at a stated price. As the Option itself does not have a readily ascertainable fair market value within the meaning of Code Section 83(e), a director will not be treated as receiving property at the time of grant and, therefore, the grant of the Option will not subject the director to tax. If on the date of exercise of the Option stock ownership is vested in the director, the director will recognize ordinary income at the time of exercise in an amount equal to the excess of the fair market value of the stock on the date of exercise over the exercise price. If the Shares are not vested on the date of exercise, unless the director makes an election to be currently taxed under Code Section 83(b), no income will be recognized until the ownership of such Shares vests in the director. The gain will be measured and taxed at the time the Shares are substantially vested. 13 Any shares for which a director makes a Code Section 83(b) election will be treated as vested on the exercise date and subject to taxation as if they were fully vested on such date. A director will be considered vested in the Shares on the date on which his ownership interest is not subject to a substantial risk of forfeiture. Shares are subject to a substantial risk of forfeiture if (i) the rights of the director in the Shares are conditioned on the future performance of substantial services for the Company or (ii) if the sale of the Shares at a profit by a director is subject to Section 16(b) of the Securities Exchange Act of 1934 until such time that they can be sold free of suit under Section 16(b). The director will acquire a basis in the vested shares equal to the sum of the exercise price and the amount recognized as income. When an director subsequently sells the vested shares, any gain or loss recognized will be a capital gain or loss. If the director satisfies the long-term capital gains holding period requirement, the gain, if any, would be subject to tax at the capital gains tax rate if more favorable than the director's ordinary income tax rate. As the Options are granted to the director in connection with services performed for the Company, the amount recognized as income will be considered compensation income and will generally be subject to withholding and employment taxes. Generally, the Company is entitled to a deduction equal to the amount included as compensation in the director's gross income if 14 the Company complies with certain federal reporting requirements. The comments set forth above are only a summary of general Federal income tax consequences relating to the Plan. No consideration has been given to the effect of state, local and other tax laws on the Plan or the director. Because of the complexities involved in the application of the Federal tax laws to specific circumstances, it is strongly urged that each director consult a tax advisor with respect to such director's own circumstances. The Plan is designed so as not to be qualified under Code Section 422 and so as not to be subject to any provisions of the Employee Retirement Income Security Act of 1974, as amended. [THE REST OF THIS PAGE INTENTIONALLY LEFT BLANK] 15 SECURITIES TO BE OFFERED The Company's authorized capital stock consists of 25,000,000 shares of Common stock, par value $0.0625 per share. The only capital stock outstanding is Common stock. There are no present plans to issue any class or series of preferred stock, or any other class of Common stock. The outstanding Common stock is, and the Common stock offered by the Company hereby will be, when issued and fully paid for, fully paid and non-assessable. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE The Company hereby incorporates by reference into this Prospectus the following documents: (a) The Company's Annual Report on Form 10-K for the year ended December 31, 1995, filed with the Commission which contains, either directly or by incorporation by reference, financial statements certified by KPMG Peat Marwick, LLP for the Company's latest fiscal year; (b) The Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 1996; (c) All other reports filed pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 since the end of the fiscal year covered by the Annual Report referred to in (a) above; and (d) The material under the caption "Capital Stock to be Registered" in the Company's Registration Statement on Form 8-A under Section 12(g) of the Securities Exchange Act of 1934 filed with the Commission on April 13, 1973, which incorporates by reference the information under "Common Stock" in the prospectus constituting a part of the Company's Registration Statement on Form S-1, as 16 amended and effective on March 14, 1972 (File No. 2- 42505). All documents subsequently filed by the Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, prior to the filing of a post-effective amendment which indicates that all securities offered have been sold or which registers all 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 documents. Copies of documents incorporated herein by reference may be obtained upon written or oral request without charge (other than exhibits thereto) from the office of the Secretary of the Company, 44 Talmadge Road, P.O. Box 4005, Edison, New Jersey 08818-4005 (Telephone Number (908) 287-1200). [THE REST OF THIS PAGE INTENTIONALLY LEFT BLANK] 17 INDEMNIFICATION Under the laws of New Jersey, the By-Laws of the Company and certain contractual arrangements between the Company and the directors, the directors, officers, employees and agents of the Company are entitled to be indemnified by the Company against all expenses and liabilities incurred by them by reason of any proceeding involving the corporate agent by reason of his being or having been a corporate agent, if such corporate agent acted in good faith, in a manner reasonably believed to be in or not opposed to the best interests of the Company and in the case of directors, in addition to the foregoing, if such director did not breach his duty of loyalty to the Company or its shareholders and did not receive an improper personal benefit. In addition to such other rights of indemnification as they may have as corporate agents of the Company, the Company shall defend, indemnify and hold harmless the members of the Board of Directors or the Committee against all costs and expenses reasonably incurred by them in connection with any action, suit or proceeding to which they or any of them may be party by reason of any action taken or failure to act under or in connection with the Plan or any Option granted thereunder, and against all amounts paid by them in settlement thereof (provided such settlement is approved by independent legal counsel selected by the Company) or paid or payable by them in satisfaction of a judgment in any such action, suit or proceeding, except a judgment based upon a finding of bad 18 faith on the part of the member of the Board of Directors or the Committee seeking indemnification; provided that upon the institution of any such action, suit or proceeding, a Committee member shall, in writing, give the Company notice thereof and an opportunity, at its own expense, to handle and defend the same before such Committee member undertakes to handle and defend it on his or her own behalf. Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers or persons controlling the Company pursuant to the foregoing provisions, the Company has been informed 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. [THE REST OF THIS PAGE INTENTIONALLY LEFT BLANK] 19 99,550 Shares Common Stock Par Value $0.0625 per Share NEW BRUNSWICK SCIENTIFIC CO., INC. This prospectus has been prepared for use in connection with the proposed sales by the stockholders named herein (the "Selling Stockholders") of an aggregate of 99,550 shares of Common stock (par value $0.0625 per share) of New Brunswick Scientific Co., Inc. (the "Company"). It is contemplated that offerings and/or sales by the Selling Stockholders will be made from time to time pursuant to this Registration Statement, publicly in brokerage transactions executed in the over-the-counter market, at market prices related to those then prevailing thereon for shares of the Company's Common stock. The last reported sale price of the Company's Common stock as reported by NASDAQ on ________________ was $_____ per share. ---------- 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 REPRESENTATION TO THE CONTRARY IS A A CRIMINAL OFFENSE. ---------- The date of this Prospectus is __________, 1996. 1 AVAILABLE INFORMATION The Company is subject to the informational requirements of the Securities Exchange Act of 1934, as amended (the "Exchange Act") and, in accordance therewith, files reports, proxy statements and other information with the Securities and Exchange Commission (the "Commission"). Such reports, proxy statements and other information can be inspected and copied at the public reference facilities maintained by the Commission at Room 1024, 450 Fifth Street, N.W., Washington, D.C. 20549 and at the Commission's regional offices at Citicorp Center, 500 W. Madison Street, Suite 1400, Chicago, Illinois and Seven World Trade Center, 13th Floor, New York, New York 10048. Copies of such material can be obtained from the Public Reference Section of the Commission, 450 Fifth Street, N.W., Washington, D.C. at prescribed rates. INCORPORATION OF CERTAIN INFORMATION BY REFERENCE The following documents are hereby incorporated herein by reference: (a) The Company's Annual Report on Form 10-K for the year ended December 31, 1995; (b) The Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 1996; (c) All other reports filed pursuant to Section 13(a) or 15(d) of the Securities and Exchange Act of 1934 since the end of the fiscal year referred to in (a) above; and (d) The material under the caption "Capital Stock to be Registered" in the Company's Registration Statement on Form 8-A under Section 12(g) of the Securities and Exchange Act of 1934, filed with the Commission on April 13, 1973, incorporating by reference the information under "Common Stock" in the prospectus forming a part of the Company's Registration Statement on Form S-1, as amended and effective on March 14, 1972 (File No. 2-42505). All documents subsequently filed by the Company pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934 from the date hereof to the termination of the offering of the securities covered hereby shall be deemed to be incorporated by reference in this Prospectus and to be a part hereof from the date of filing such documents. Copies of documents incorporated herein by reference may be obtained upon written or oral request without charge (other than exhibits thereto) from the office of the Secretary of the Company, 44 Talmadge Road, P.O. Box 4005, Edison, New Jersey 08818-4005 (telephone number 908-287-1200). 2 THE COMPANY New Brunswick Scientific Co., Inc. and its subsidiaries (the "Company") design, manufacture and market a variety of equipment used in biotechnology to create, maintain, measure and control the physical and biochemical conditions required for the growth and detection of microorganisms. This equipment is used in medical, biological, chemical, and environmental research and for the commercial development of antibiotics, proteins, hormones, enzymes, monoclonal antibodies, agricultural products, fuels, vitamins, vaccines and other substances. The equipment sold by the Company includes fermentation equipment, bioreactors, biological shakers, nutrient sterilizing and dispensing equipment, low temperature freezers and tissue culture apparatus. Laboratory equipment and instrumentation manufactured by NBS and others is distributed by four wholly-owned subsidiaries in Europe. On October 18, 1995, the company entered the drug lead discovery business by forming a new company to develop a novel, small molecule drug discovery platform. This new company, called DGI BioTechnologies LLC (DGI), is majority owned and fully funded by the Company and will utilize specially designed new laboratory space at the Company's headquarters facility in Edison, New Jersey. DGI will focus on using its drug discovery platform to identify promising drug assays and new drug leads for sale or license to pharmaceutical and biotechnology companies. DGI has applied for U.S. and foreign patents covering its proprietary drug discovery technology which utilizes state-of-the-art molecular-biological and immunological tools to scan known pharmaceutical targets in a manner that offers major advantages over existing drug discovery approaches. NBS was incorporated in 1958 as the successor to a business founded in 1946 by David and Sigmund Freedman, its principal stockholders and two of its directors and executive officers. The Company owns its 243,000 square foot headquarters located on 17 acres of land in Edison, New Jersey. Its address is 44 Talmadge Road, Edison, New Jersey 08818 and its phone number is (908) 287- 1200. SELLING STOCKHOLDERS The table below sets forth the names and present positions held by the Selling Stockholders, all of whose addresses are care of the Company at 44 Talmadge Road, P.O. Box 4005, Edison, New Jersey 08818-4005. The shares that the Selling Stockholders may offer from time to time are shares acquired or to be acquired by them upon the exercise of options that have been or may in the future be granted to them by the Company pursuant to the New Brunswick Scientific Co., Inc. 1989 Stock Option Plan for Nonemployee Directors (the "Plan"). The following table lists all persons holding options, who, because of their position with the 3 Company or amount of stock of the Company owned by them, may be deemed to be "affiliates" or "associates" of the Company. Under the Plan, not more than 100,000 shares (as adjusted for dividends, splits, etc.) in the aggregate can be optioned to independent directors of the Company. The resales of those shares obtained by any optionees under the Plan prior to the effectiveness of the Registration Statement on Form S-8, of which this Prospectus is a part are not covered by this Prospectus. The total remaining shares issuable under the Plan is 99,550. The Selling Stockholders may from time to time offer all or part of the shares acquired by them upon the exercise of options now held or which may be granted to them in the future by the Company in the over-the-counter markets. The Company will pay all expenses of preparing and reproducing this Prospectus, but will not receive any part of the proceeds of the sale of any such shares. The Selling Stockholders will pay any and all brokerage commissions charged to sellers in connection with such sales. Name of Stockholder - ------------------- Marvin Weinstein Kiyoshi Masuda Ernest Gross Martin Siegel David Pramer As of the date of this Prospectus, the number of shares held by each of the Selling Stockholders and the number of shares which they may acquire upon the exercise of options granted to them under the Plan are as follows: Shares Options Name of Stockholder Owned (1) Owned - ------------------- --------- ------- Marvin Weinstein 630 11750 Kiyoshi Masuda 4200 12500 Ernest Gross 1050 17500 Martin Siegel 2100 18500 David Pramer 1058 9750 - ------------- (1) Includes shares held of record and beneficially, acquired other than by exercise of the options covered by this Prospectus and, therefore, excluded from this offering. 4 LEGAL MATTERS The legality of the shares of Common stock being offered hereby will be passed upon by Norris, McLaughlin & Marcus, P.A., 721 Route 202-206, P.O. Box 1018, Somerville, New Jersey 08876- 1018. EXPERTS AND MISCELLANEOUS The consolidated financial statements of the company and its subsidiaries as of December 31, 1995 and 1994 and for each of the years in the three year period ended December 31, 1995, included in the company's Annual Report and Form 10-K for the year ended December 31, 1995 have been incorporated by reference herein and elsewhere in the registration statement in reliance upon the report of KPMG Peat Marwick LLP, independent certified public accountants incorporated by reference herein and upon authority of said firm as experts in accountancy and auditing. The Common stock of the Company, including the shares offered hereby, is traded in the national over-the-counter market and quoted on NASDAQ under the symbol NBSC. USE OF PROCEEDS The Company intends to use the net proceeds from the securities offered for working capital purposes. INDEMNIFICATION Under the laws of New Jersey, the By-Laws of the Company and certain contractual arrangements between the Company and its directors, the directors, officers, employees and agents of the Company are entitled to be indemnified by the Company against all expenses and liabilities incurred by them by reason of any proceeding involving the corporate agent by reason of his being or having been a corporate agent, if such corporate agent acted in good faith, in a manner reasonably believed to be in or not opposed to the best interests of the Company and in the case of directors, in addition to the foregoing, if such director did not breach his duty of loyalty to the Company or its shareholders and did not receive an improper personal benefit. In addition to such other rights of indemnification as they may have as corporate agents of the Company, the Company shall defend, indemnify and hold harmless the members of the Board of Directors or the Committee against all costs and expenses reasonably incurred by them in connection with any action, suit or proceeding to which they or any of them may be party by reason of any action taken or failure to act under or in connection with the Plan or any Option granted thereunder, and against all amounts paid by them in settlement thereof (provided such settlement is approved 5 by independent legal counsel selected by the Company) or paid or payable by them in satisfaction of a judgment in any such action, suit or proceeding, except a judgment based upon a finding of bad faith on the part of the member of the Board of Directors or the Committee seeking indemnification; provided that upon the institution of any such action, suit or proceeding, a Committee member shall, in writing, give the Company notice thereof and an opportunity, at its own expense, to handle and defend the same before such Committee member undertakes to handle and defend it on his or her own behalf. Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers or persons controlling the Company pursuant to the foregoing provisions, the Company has been informed 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. [THE REST OF THIS PAGE INTENTIONALLY LEFT BLANK] 6 PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT ITEM 3. Incorporation of Certain Documents By Reference. The Company hereby incorporates by reference into this Registration Statement the following documents: (a) The Company's Annual Report on Form 10-K for the year ended December 31, 1995, filed with the Commission which contains, either directly or by incorporation by reference, financial statements certified by KPMG Peat Marwick, LLP for the Company's latest fiscal year; (b) The Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 1996; (c) All other reports filed pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 since the end of the fiscal year covered by the Annual Report referred to in (a) above; and (d) The material under the caption "Capital Stock to be Registered" in the Company's Registration on Form 8-A under Section 12(g) of the Securities Exchange Act of 1934 filed with the Commission on April 13, 1973, which incorporates by reference the information under "Common Stock" in the prospectus constituting a part of the Company's Registration statement on Form S-1, as amended and effective on March 14, 1972 (File No. 2-42505). All documents subsequently filed by the Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, prior to the filing of a post-effective amendment which indicates that all securities offered have been sold or which registers all securities then remaining unsold, shall be deemed to be incorporated by reference in this Registration Statement and to be a part hereof from the date of filing of such documents. Copies of documents incorporated herein by reference may be obtained upon written or oral request without charge (other than II-1 exhibits thereto) from the office of the Secretary of the Company, 44 Talmadge Road, P.O. Box 4005, Edison, New Jersey 08818-4005 (Telephone Number 908-287-1200). ITEM 4. Description of Securities. Not applicable. ITEM 5. Interests of Named Experts and Counsel. Not applicable. ITEM 6. Indemnification of Directors and Officers. Under the laws of New Jersey, the By-Laws of the Company and certain contractual arrangements between the Company and its directors, the directors, officers, employees and agents of the Company are entitled to be indemnified by the Company against all expenses and liabilities incurred by them by reason of any proceeding involving the corporate agent by reason of his being or having been a corporate agent, if such corporate agent acted in good faith, in a manner reasonably believed to be in or not opposed to the best interests of the Company and in the case of directors, in addition to the foregoing, if such director did not breach his duty of loyalty to the Company or its shareholders and did not receive an improper personal benefit. In addition to such other rights of indemnification as they may have as corporate agents of the Company, the Company shall defend, indemnify and hold harmless the members of the Board of Directors or the Committee against all costs and expenses reasonably incurred by them in connection with any actions, suit or proceeding to which they or any of them may be party by reason of II-2 any action taken or failure to act under or in connection with the Plan or any Option granted thereunder, and against all amounts paid by them in settlement thereof (provided such settlement is approved by independent legal counsel selected by the Company) or paid or payable by them in satisfaction of a judgment in any such action, suit or proceeding, except a judgment based upon a finding of bad faith on the part of the member of the Board of Directors or the Committee seeking indemnification; provided that upon the institution of any such action, suit or proceeding, a Committee member shall, in writing, give the Company notice thereof and an opportunity, at its own expense, to handle and defend the same before such Committee member undertakes to handle and defend it on his or her own behalf. ITEM 7. Exemption from Registration Claimed. Not applicable. II-3 ITEM 8. List of Exhibits ---------------- Exhibit Number Description - -------------- ----------- (4)* New Brunswick Scientific Co., Inc. 1989 Stock Option Plan for Nonemployee Directors (5)* Opinion of Norris, McLaughlin & Marcus, P.A. (24a)* Consent of KPMG Peat Marwick, LLP (24b) Consent of Norris, McLaughlin & Marcus, P.A. included herein as a part of Exhibit (5) - -------- * Filed herewith. II-4 ITEM 9. Undertakings (1) The undersigned Registrant hereby undertakes: a. To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement: (a) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933; (b) To reflect in the prospectus any facts or events arising after the effective date of the Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the Registration Statement; and (c) 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 1(i) and 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 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the Registration Statement. b. 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. c. 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. (2) The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Exchange II-5 Act of 1933, each filing of the registrant's annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 that is incorporated by reference in the Registration Statement shall be deemed to be a new Registration Statement relating to the securities offered herein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (3) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue. II-6 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 Township of Edison, State of New Jersey on the 14th day of June, 1996. NEW BRUNSWICK SCIENTIFIC CO., INC. By:________________________________ Ezra Weisman, President, Chief Executive Officer and Director KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Ezra Weisman and Samuel Eichenbaum, and either of them (with full power in each to act alone), his true and lawful attorneys-in-fact, with full power of substitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto each said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact, or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities on the date indicated. __________________________________________ David Freedman Chairman of the Board and Director June 14, 1996 __________________________________________ Ezra Weisman President, Chief Executive Officer and Director June 14, 1996 II-7 __________________________________________ Samuel Eichenbaum Vice President, Finance June 14, 1996 __________________________________________ Adele Lavender Corporate Secretary June 14, 1996 __________________________________________ Sigmund Freedman Treasurer and Director June 14, 1996 __________________________________________ Martin Siegel Director June 14, 1996 __________________________________________ Dr. David Pramer Director June 14, 1996 __________________________________________ Dr. Marvin Weinstein Director June 14, 1996 __________________________________________ Bernard Leon Director June 14, 1996 __________________________________________ Kiyoshi Masuda Director June 14, 1996 II-8 __________________________________________ Ernest Gross Director June 14, 1996 II-9 EX-4 2 1989 STOCK OPTION PLAN NEW BRUNSWICK SCIENTIFIC CO., INC. 1989 STOCK OPTION PLAN FOR NONEMPLOYEE DIRECTORS 1. Purpose The New Brunswick Scientific Co., Inc. 1989 Stock Option Plan for Nonemployee Directors (the "Plan") is intended to enable New Brunswick Scientific Co., Inc. (the "Company") to attract and retain experienced and qualified independent directors and to provide them with incentives to promote the best interests of the Company by enabling and encouraging them, through the grant of nonqualified stock options (the "Options") to acquire Company stock. As used in the Plan, the term "nonqualified stock options" means options which are not intended to qualify as incentive stock options under Section 422A of the Internal Revenue Code of 1986, as amended from time to time (the "Code"). The term "related corporation" means any corporation which is a "subsidiary corporation" of the Company as defined in Section 425(f) of the Code. 2. Administration Except as otherwise provided below, the Plan shall be administered by a Stock Option Committee (the "Committee") appointed by the Board of Directors of the Company (the "Board") which shall be composed of at least two (2) persons who may, but need not, be members of the Board of Directors. No member of the Committee shall be eligible to participate nor shall have been eligible to participate in the Plan (or in any other plan of the Company or any of its affiliates entitling the participants therein to acquire stock, stock options or stock appreciation rights of the Company or any of its affiliates) for a period of at least one (1) year prior to his or her election to serve on the Committee. Subject to the terms of the Plan, the Committee shall have the authority to determine the persons to whom nonqualified stock options shall be granted under the Plan and to recommend the date of grant and the other terms and conditions thereof. The Committee shall have the authority to establish, from time to time, such rules and regulations, not inconsistent with the provisions of the Plan, for the proper administration of the Plan, and to make such determinations and interpretations under or in connection with the Plan and the Options granted hereunder, as it deems necessary or advisable. All such rules, regulations, determinations and interpretations shall be binding and conclusive upon the Company, its stockholders, employees (including former employees), and directors, and any related corporation, and upon their respective legal representatives, beneficiaries, successors and assigns and upon all other persons claiming under or through any of them. No member of the Board or of the Committee shall be liable for any action or determination made in good faith with respect to the Plan or any Option granted hereunder, except those resulting from such member's wilful misconduct. In addition to such other rights of indemnification as they may have as members of the Board or the Committee. the Company shall defend, indemnify and hold harmless the members of the Committee against all costs and expenses reasonably incurred by them in connection with any action, suit or proceeding to which they or any of them may be party by reason of any action taken or failure to act under or in connection with the Plan or any Option granted hereunder, and against all amounts paid or payable by them in settlement thereof (provided such settlement is approved by independent legal counsel selected by the Company) or paid or payable by them in satisfaction of a judgment in any such action, suit or proceeding, except a judgment based upon a finding of bad faith on the part of the Board or Committee member seeking indemnification hereunder, provided that upon the institution of any such action, suit or proceeding a Committee member shall, in writing, give the Company notice thereof and any opportunity, at its own expense, to handle and defend the same before such committee member undertakes to handle and defend it on her or his own behalf. 3. Eligibility The persons eligible to participate in the Plan shall be the nonemployee directors (except any director who may be ineligible as a result of his appointment to the Committee) of the Company who may be designated by the Committee. The persons eligible to receive Options under the Plan are hereinafter referred to as "Eligible Individuals". 4. Stock Subject to the Plan Subject to adjustment in accordance with the provisions of Section 10 hereof, 100,000 shares of Common stock, par value $.0625 per share of the Company ("Shares"), shall be available for the grant of Options under the Plan. Shares issuable under the Plan shall be authorized but unissued Shares of the Company, including treasury shares. If any Option granted under the Plan expires or otherwise terminates, in whole or in part, without having been exercised, the Shares subject to the unexercised portion of such Option shall be available for the granting of Options under the Plan as fully as if such Shares had never been subject to an Option. 5. Grants and Price of Options (a) Grants. From time to time until the expiration or earlier termination of the Plan, the Committee may grant Options to 2 Eligible Individuals (such grantees are hereinafter referred to as "Optionees") under the Plan. Options granted pursuant to the Plan to such Eligible Individuals shall be in such form as the Committee shall from time to time approve, and shall be subject to the terms and conditions of this Plan. (b) Price of Options. The purchase price per share (the "Option Price") under each Option granted under the Plan shall be determined and fixed by the Committee in its discretion, but shall not be less than eighty-five percent (85%) of the fair market value of such Shares on the date of grant of such Option. The fair market value of a Share on any day shall mean (i) the last reported closing bid price of a share as quoted by NASDAQ and reported in The Wall Street Journal (or other reputable financial publication in the event The Wall Street Journal is unavailable); or if at any time the Company's Common stock is not eligible for quotation on NASDAQ; (ii) such other method of determining fair market value as shall be permitted by the Code or the rules or regulations thereunder, and adopted by the Committee from time to time. 6. Term of Options Unless earlier terminated pursuant to any provision hereof, all Options granted under the Plan shall expire on a date which is no later than the date that is ten (10) years after the date of grant of such Option (the "Expiration Date"). 7. Exercise and Payment (a) Exercise. Options shall become exercisable in installments. Twenty percent (20%) of the Options granted shall become exercisable one (1) year after the date upon which such Options are granted (the "Grant Date") and twenty percent (20%) shall become exercisable each year thereafter until all Options are exercisable at the end of five (5) years. Notwithstanding the foregoing sentence, all options shall immediately become exercisable upon the death of an Optionee. Except as otherwise provided in Section 8 below, Options shall only be exercisable by an Optionee while he or she remains a director of the Company. An Option which becomes exercisable pursuant to the foregoing provisions may be exercised at any time, in whole or in part, up to the expiration or termination of the Option; provided, however, that no Option may be exercised after ten (10) years after the Grant Date. Options may be exercised, in whole or in part, from time to time by giving written notice of exercise to the Company at its principal office, specifying the number of Shares to be purchased and accompanied by payment in full of the aggregate purchase price for such Shares. All Options may be exercised as to less than the full amount of Shares available at the time of exercise, but must be exercised in multiples of full Shares, rather than fractional Shares. 3 (b) Payment. The Option Price shall be payable in cash or by check, bank draft, or postal or express money order. 8. Termination of Options and Transferability (a) Termination of Optionee's Directorship. If an Optionee ceases to be a director of the Company for any reason other than death (as described in Subsection (b) below) prior to the Expiration Date of any Options, such Option shall terminate immediately upon such cessation. (b) Death of Optionee. If an Optionee dies while a director of the Company and if on the date of death an Optionee holds an Option that is not fully exercised, then for a period of six (6) months after the Optionee's death or the unexpired term of the Option, whichever is less, the Option may be exercised by the executor or administrator of the Optionee or by any person who acquires the Option from the Optionee by bequest or inheritance, to the extent that the Optionee could have exercised such Option on the date of his death. (c) Transferability. No Option shall be assignable or transferable by an Optionee otherwise than by will or by the laws of descent and distribution, and during the lifetime of the Optionee, the Option shall be exercisable only by him, or in the event of his legal disability, by his legal representative. 9. Registration of Shares The Company may, but shall not be obligated to, register the Options or the Shares received upon exercise of an Option, or both, with the Securities and Exchange Commission and any state securities law commission or agency. In the absence of such registration, both the Options and the Shares: (i) will be issued only pursuant to an exemption from registration; (ii) cannot be sold, pledged, transferred or otherwise disposed of in the absence of an effective registration statement or an opinion of counsel satisfactory to the Company that such registration is not required; and (iii) will bear an appropriate restrictive legend setting forth the statement contained in subparagraph (ii) above. The Company shall not be required to sell or issue any Shares under any Option if the issuance of such Shares would, in the judgment of the Company, constitute or result in a violation by the Optionee or the Company of any provision of law or regulation of any governmental agency. The Company, at its discretion, may require 4 the Optionee to sign, when exercising an Option, an investment letter satisfactory to the Company. 10. Adjustments (a) The number of Shares which may be issued under the Plan, as stated in Section 4 hereof, and the number of Shares issuable upon exercise of outstanding Options under the Plan (as well as the exercise price per share under such outstanding Options) shall be equitably adjusted by the Committee to reflect: (i) any stock dividend or stock split, (ii) any subdivision or combination of outstanding shares or (iii) any other reorganization or change in the stock or capital structure of the Company in connection with which the Company issues additional shares of capital stock without receiving any consideration therefor. (b) In the event the Company is liquidated or a corporate transaction described in Section 425(a) of the Code and the Treasury Regulations issued thereunder occurs (such as, for example, a merger, consolidation, acquisition of property or stock, separation, or reorganization), each outstanding Option shall be assumed by the surviving or successor corporation, if any. 11. Amendment or Discontinuance of the Plan The Board at any time, and from time to time, may suspend or discontinue the Plan or amend it in any respect whatsoever, provided, however, that, without the approval of the holders of at least a majority of the outstanding Shares, the Plan may not be amended so as to materially (a) increase the benefits accruing to participants under the Plan; (b) increase the number of Shares which may be issued under the Plan; (except for adjustments permitted or required under Section 10 hereof); (c) modify the requirements as to eligibility for participation in the Plan; or (d) materially increase the cost of the Plan to the Company; and provided further. that no such suspension, discontinuance or amendment shall materially impair the rights of any holder of an outstanding Option without the consent of such holder. 12. Application of Funds The funds received by the Company upon the exercise of Options and otherwise under the Plan shall be used for general corporate purposes as permitted by law. 13. Shareholder Approval This Plan is subject to the approval of the holders of at least a majority of the votes cast by the holders of Shares entitled to vote thereon; which approval shall be obtained at the annual shareholder's meeting following the adoption of the Plan by the Board. If the shareholders shall not approve the Plan as 5 aforesaid, the Plan shall not be effective, and any and all actions taken prior thereto shall be null and void or shall, if necessary, be deemed to have been fully rescinded 14. No Obligation to Exercise Option The granting of an Option shall impose no obligation upon an Optionee to exercise such Option. 15. Termination of Plan No Options may be granted after April 30, 1999, provided, however, that the Plan and all outstanding Options shall remain in effect until such Options have expired or vested, as the case may be, or are terminated in accordance with the Plan. 16. Miscellaneous Provisions (a) Rights as a Stockholder. An Optionee shall have no rights as a stockholder with respect to any Shares covered by his Option until the issuance of a stock certificate to him representing such Shares. (b) Option Agreement and Further Conditions. As soon as practicable after the grant of an Option, each Optionee shall enter into, and be bound by the terms of, a nonqualified stock option agreement (the "Nonqualified Stock Option Agreement") which shall state the number of Shares to which the Option pertains. The Nonqualified Stock Option Agreement shall set forth such terms, conditions and restrictions regarding the Option not inconsistent with the Plan as the Committee shall determine. Without limiting the generality of the foregoing, the Committee, in its discretion, may impose further conditions upon the exercisability of Options and restrictions on transferability with respect to Shares issued upon exercise of Options. (c) Withholding of Taxes. The obligation of the Company to deliver Shares upon the exercise of any Option shall be subject to any applicable Federal, state and local tax withholding requirements. (d) Governing Law. This Plan shall, to the maximum extent possible, be construed in a manner consistent with the Code and shall otherwise be governed by the laws of the State of New Jersey. 6 EX-5 3 OPINION Exhibit 5 [NORRIS, MCLAUGHLIN & MARCUS LETTERHEAD] New Brunswick Scientific Co., Inc. 44 Talmadge Road P.O. Box 4005 Edison, New Jersey 08818-4005 Gentlemen: We refer to the proposed registration for issue and sale by New Brunswick Scientific Co., Inc. (the "Company") of 99,500 shares of the Company's Common Stock (the "Shares"), par value $0.0625 per share, to participants in the New Brunswick Scientific Co., Inc. 1989 Stock Option Plan For Nonemployee Directors (the "Plan") upon the exercise of stock options granted to them pursuant to the Plan. We have examined copies of the Registration Statement on Form S-8 under the Securities Act of 1933, as amended, (the "Act") which the Company proposes to file with the Securities and Exchange Commission with respect to the Plan and the Shares. We have also examined such corporate records, certificates of public officials or corporate officers and agents, and other documents we have deemed necessary in order to enable us to render the opinion set forth below. Based on the foregoing examination, it is our opinion that the Shares are validly authorized and, assuming that (a) the Shares issuable will be validly authorized on the dates of exercise, (b) the above-mentioned registration statement on Form S-8 becomes effective under the Act, (c) on the dates of exercise, the stock options will have been duly executed, issued and delivered pursuant to the Plan, (d) the stock options are duly exercised in accordance with the Plan, (e) due execution and delivery of certificates evidencing the Shares against payment therefor in accordance with the Plan, and (f) no change occurs in the applicable laws or pertinent facts, the Shares so issuable will be validly issued, fully paid and non-assessable. New Brunswick Scientific Co., Inc. June 10, 1996 Page 2 We hereby consent to the use of this opinion as an exhibit to the above-mentioned registration statement and to the reference to this firm under the heading "Legal Matters", in the prospectus contained therein. Very truly yours, NORRIS, MCLAUGHLIN & MARCUS By: ------------------------------- PETER D. HUTCHEON A Member of the Firm EX-24.A 4 Exhibit 24a The Board of Directors New Brunswick Scientific Co., Inc.: We consent to the use of our reports incorporated herein by reference and to the reference to our firm under the heading "Experts" in the prospectus. /s/ KPMG Peat Marwick, LLP Short Hills, New Jersey June 14, 1996 -----END PRIVACY-ENHANCED MESSAGE-----