-----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, SpzicJEhR+W9V3YScAwayK1UkQPjQU/t7gWN6bMZ98TR1YOxM6XmAf3KWLxxMRLf fX+MY7y3dI1SPBxvhoZSJw== 0001000096-96-000317.txt : 19961001 0001000096-96-000317.hdr.sgml : 19961001 ACCESSION NUMBER: 0001000096-96-000317 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 7 FILED AS OF DATE: 19960930 EFFECTIVENESS DATE: 19960930 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: DCX INC CENTRAL INDEX KEY: 0000783284 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRONIC COMPONENTS, NEC [3679] IRS NUMBER: 840868815 STATE OF INCORPORATION: CO FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-13085 FILM NUMBER: 96637250 BUSINESS ADDRESS: STREET 1: 3002 N STATE HWY 83 CITY: FRANKTOWN STATE: CO ZIP: 80116-0569 BUSINESS PHONE: 3036886070 MAIL ADDRESS: STREET 1: PO BOX 569 STREET 2: PO BOX 569 CITY: FRANKTOWN STATE: CO ZIP: 80116 FORMER COMPANY: FORMER CONFORMED NAME: DOUGLAS COUNTY INDUSTRIES INC DATE OF NAME CHANGE: 19860109 S-8 1 Filed with the Securities and Exchange Commission on September 30, 1996 Registration No. 333-___________ ================================================================================ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ........................... FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ........................... DCX, INC. (Exact name of registrant as specified in its charter) Colorado 84-0868815 -------------------------------- --------------------- (State or other jurisdiction (I.R.S. Employer of incorporation or organization) Identification Number) DCX 1995 Stock Incentive Plan DCX 1991 Stock Option Plan (Full title of the plans) 3002 North State Highway 83, Franktown, Colorado 80016-0659 (303)688-6070 -------------------------------------------------------------------------- (Address, including zip code, and telephone number, including area code, of registrant's office) Jeanne M. Anderson, President 3002 North State Highway 83, Franktown, Colorado 80016-0659 (303)688-6070 ------------------------------------------------------------------------- (Name, address, including zip code, and telephone number, including area code, of agent for service) Copies to: Timothy J. O'Connor, Esq., O'Connor & Associates, P.C. 7730 E. Belleview Avenue, Suite 102, Englewood, Colorado 80111 Telephone (303)741-6100
CALCULATION OF REGISTRATION FEE - --------------------------------------------------------------------------------------------------------------------------- Proposed maximum Proposed maximum Title of securities to Amount to be offering price per aggregate offering Amount of be registered registered share (1) price (1) registration fee (1) - --------------------------------------------------------------------------------------------------------------------------- Common Stock (no par value) (2) 400,000 shares $2.85 $1,140,000 $394 - --------------------------------------------------------------------------------------------------------------------------- Common Stock (no par value) (3) 300,000 shares $2.85 $ 855,000 $295 - --------------------------------------------------------------------------------------------------------------------------- Total $689 - --------------------------------------------------------------------------------------------------------------------------- (1) Pursuant to Rule 457(c), the maximum offering price was calculated based upon the average of the bid and ask prices of the common stock as reported on the NASDAQ SmallCap market on September 25, 1996. (2) Shares issuable under the DCX 1995 Stock Incentive Plan. (3) Shares issuable under the DCX 1991 Stock Option Plan. =========================================================================================================================== 1
PART I INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS Item 1. Plan Information. See Item 2. ----------------- Item 2. Registrant Information and Employee Plan Annual Information. ------------------------------------------------------------ The document(s) containing the information specified in Items 1 and 2 of Part I of Form S-8 will be sent or given to participants in the DCX 1995 Stock Incentive Plan (the "1995 Plan") and the DCX 1991 Stock Option Plan ("1991 Plan"), respectively, in accordance with Rule 428(b)(1) promulgated by the Securities and Exchange Commission (the "Commission") under the Securities Act of 1933, as amended (the "Act"). Such document(s) are not being filed with the Commission in compliance with the Note to Part 1 of Form S-8, but constitute (along with the documents incorporated by reference into the Registration Statement pursuant to Item 3 of Part II hereof) a prospectus that meets the requirements of Section 10(a) of the Act. PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT Item 3. Incorporation of Documents by Reference --------------------------------------- The documents listed in (a) through (c) below are incorporated by reference in the Registration Statement. All documents subsequently filed by the Registrant pursuant to Section 13(a), 13 (c), 14 and 15 (d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act") , prior to the filing of a post effective amendment which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference in the Registration Statement and to be part thereof from the date of filing of such documents. (a) The Registrant's annual report on Form 10-K filed pursuant to Sections 13(a) or 15(d) of the Exchange Act for the fiscal year ended September 30, 1995. (b) All other reports filed pursuant to Section 13(a) or 15(d) of the Exchange Act since the end of the fiscal year covered by the report referred to in (a) above. (c) The description of the Common Stock of the Company that is contained in the Registration Statement filed by the Company under the Securities and Exchange Act of 1934 including any amendment or report filed for the purpose of updating such description. Item 4. Description of Securities ------------------------- Not Applicable. Item 5. Interests of Named Experts and Counsel -------------------------------------- Not Applicable. 2 Item 6. Indemnification of Directors and Officers ----------------------------------------- Article VII of the Articles of incorporation of the Company provides as follows: "The Corporation shall indemnify any and all of its directors, officers, employees, authorized agents or former directors or officers or any person who may have served at its request as a director or officer of another corporation in which it owns shares of capital stock or of which it is a creditor, against expenses actually and necessarily incurred by them to the fullest extent permitted under Colorado Corporate Code, in connection with the defense of any action, suit or proceeding in which they or any of them, are made parties, or a party, by reason of being or having been directors or officers of the Corporation, or of such other corporation, except in relation to matters to which any such director or officer or former director or person shall be adjudged in such action, suit or proceeding to be liable for gross negligence or willful misconduct in the performance of duty. Such indemnification shall not be deemed exclusive of any other rights to which those indemnified may be entitled, under any by-law agreement, vote of shareholders or otherwise. In addition no officer, director, employee or authorized agent shall be personally liable for any injury to person or property arising out of a tort committed by an employee unless such officer or director was personally involved in the situation giving rise to the litigation or unless such officer or director committed a criminal offense. The protection afforded hereby shall not restrict other common law protection and rights that an officer or director may have. This Article shall not restrict the Corporation's right to eliminate or limit the personal liability of a director to the Corporation or to its shareholders for monetary damages for breach of fiduciary duty as a director, and the personal liability of directors to the Corporation and to its shareholders for monetary damages shall be eliminated or limited, to the full extent permitted by the Colorado Corporation Code, except for monetary damages for: Any breach of the director's duty of loyalty to the Corporation or to its shareholders; acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law; acts specified in Section 7-5-114 of the Colorado Corporation Code; or any transaction from which the director derived an improper personal benefit. Nor shall the liability of a director of the Corporation be eliminated or limited to the Corporation or to its shareholders for monetary damages for any act or omission occurring prior to the effective date of this Article." Article VI of the Bylaws of the Company provides as follows: "Each Director and Officer of this Corporation, and each person who shall serve at its request as a Director or Officer of another corporation in which this Corporation owns shares of capital stock or of which it is a creditor, whether or not then in office, and his personal representatives, shall be indemnified by the Corporation against all costs and expenses actually and necessarily incurred by him in connection with the defense of any action, suit or proceeding in which he may be involved or to which he may be made a party by reason of his being or having been such Director or Officer, except in relation to matters as to which he shall be finally adjudged in such action, suit or proceeding to be liable for negligence or misconduct in the performance of duty. Such costs and expenses shall include amounts reasonably paid in settlement for the purpose of curtailing the costs of litigation, but only if the Corporation is advised in writing by its counsel that in his opinion the person indemnified did not commit such negligence or misconduct. The foregoing right of indemnification shall not be exclusive of other rights to which he may be entitled as a matter of law or by agreement." Item 7. Exemption from Registration Claimed ------------------------------------ Not applicable. 3 Item 8. Exhibits Exhibit Description (4)(a)(1) DCX 1995 Stock Incentive Plan (4)(a)(2) DCX 1991 Stock Option Plan (5) Opinion of O'Connor & Associates, P.C. relating to the original issuance of common stock pursuant to the DCX 1995 Stock Incentive Plan and the DCX 1991 Stock Option Plan (24.1) Consent of O'Connor & Associates, P.C. included in the opinion filed as Exhibit (5) hereto (24.2) Consent of BDO Seidman, independent certified public accountants (24.3) Consent of Wenner, Silvestain & Company, independent certified public accountants 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 to include any additional or changed material information with respect to the plan of distribution; (b) That, for the purposes of determining any liability under the 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; and (c) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the end of the offering. (2) The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the 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. 4 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, 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 Franktown and the State of Colorado, on the 30th day of September, 1996. DCX, INC. By: /s/ Jeanne M. Anderson ------------------------------------ Jeanne M. Anderson President and Chief Executive Officer Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated. Signature Title Date --------- ----- ---- President, Principal September 30, 1996 /s/ Jeanne M. Anderson Executive Officer and - ------------------------ Director Jeanne M. Anderson September 30, 1996 /s/ John G. Anderson Chairman of the Board - ------------------------ John G. Anderson Principal Financial and September 30, 1996 /s/ Frederick G. Beisser Accounting Officer, - ------------------------- Secretary, Treasurer and Frederick G. Beisser Director September __, 1996 - ------------------------- Director Stephen Carreker September 30, 1996 /s/ D. Scott McReynolds Director - ------------------------- D. Scott McReynolds 5 As filed with the Securities and Exchange Commission on September 30, 1996. Registration No. 333-_______ ================================================================================ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 EXHIBITS --------------- DCX, Inc. --------------- FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 --------------- EXHIBIT INDEX Exhibit Number Description (4)(a)(1) DCX 1995 Stock Incentive Plan (4)(a)(2) DCX 1991 Stock Option Plan (5) Opinion of O'Connor & Associates, P.C. relating to the issuance of shares of securities pursuant to the DCX 1995 Stock Incentive Plan and the DCX 1991 Stock Option Plan (24.1) Consent of O'Connor & Associates, P.C. included in the opinion filed as Exhibit (5) hereto (24.2) Consent of BDO Seidman, independent certified public accountants (24.3) Consent of Wenner, Silvestain & Company, independent certified public accountants =============================================================================== 6 EX-4.A.1 2 DCX 1995 STOCK INCENTIVE PLAN --------------- Exhibit 4(a)(1) DCX 1995 Stock Incentive Plan --------------- DCX 1995 STOCK INCENTIVE PLAN 1. Purpose of the Plan. The DCX 1995 STOCK INCENTIVE PLAN (hereinafter referred to as the "Plan") is intended to provide a means whereby key individuals providing services to DCX, INC. (the "Company") and its related corporations may develop and sustain a sense of proprietorship and personal involvement in the continued development and financial success of the Company, and to encourage them to devote their best efforts to the business of the Company, thereby advancing the interests of the Company and its shareholders. Accordingly, non-director, officers, employees, consultants and/or agents will be eligible to acquire common stock of the Company (hereinafter referred to as "Shares") or otherwise participate in the financial success of the Company, on the terms and conditions established herein. For purposes of the Plan, a corporation shall be deemed a related corporation to the Company if such corporation would be a parent or subsidiary corporation with respect to the Company as defined in Section 424(e) or (f), respectively, of the Internal Revenue Code of 1986, as amended (hereinafter referred to as the "Code"). 2. Administration of the Plan. The Plan shall be administered by the DCX 1995 Stock Incentive Plan Administrative Committee (hereinafter referred to as the "Committee") which shall be comprised of at least two (2) directors appointed by the Board of Directors of the Company (hereinafter referred to as the "Board"). The Committee shall have sole authority to select the individuals from among those eligible to whom awards shall be made under the Plan, to establish the amount of such award for each such individual and the time when certificates for Shares shall be issued, and to prescribe the legend to be affixed to the certificate. The Committee is authorized, subject to Board approval, to interpret the Plan and may from time to time adopt such rules, regulations, forms and agreements, not inconsistent with the provisions of the Plan, as it may deem advisable to carry out the Plan. All decisions made by the Committee in administering the Plan shall be subject to Board review. 3. Shares Subject to the Plan. The aggregate number of Shares that may be awarded to individuals under the Plan shall be 1,150,000 Shares. Any Shares that remain unissued at the termination of the Plan shall cease to be subject to the Plan, but until termination of the Plan, the Company shall at all times make available sufficient Shares to meet the requirements of the Plan. The aggregate number of Shares which may be awarded under the Plan shall be adjusted to reflect a change in capitalization of the Company, such as a stock dividend or stock split. 4. Stock Options a. Type of Options. The Company may issue options that do not constitute Incentive Stock Options under Section 422 of the Code ("Nonqualified Options") to individuals under the Plan. The grant of each option shall be confirmed by a stock option agreement that shall be executed by the Company and the optionee as soon as practicable after such grant. The stock option agreement shall expressly state or incorporate by reference the provisions of the Plan. b. Terms of Options. Except as provided in Subparagraph (c) below, each option granted under the Plan shall be subject to the terms and conditions set forth by the Committee in the stock option agreement including, but not limited to, option price, option term and transferability. 7 c. Additional Terms Applicable to Options. Each option shall be subject to the following terms and conditions: (i) Written Notice. An option may be exercised only by giving written notice to the Company specifying the number of Shares to be purchased. (ii) Method of Exercise. The aggregate option price may, subject to the terms and conditions set forth by the Committee in the stock option agreement, be paid in any one or a combination of cash, personal check, personal note, Shares already owned or Plan awards which the optionee has an immediate right to exercise. (iii) Death of Optionee. If an optionee terminates employment due to death, disability or retirement, prior to exercise in full of any options, the optionee or his successor shall have the right to exercise the options within a period of twelve months after the date of such termination to the extent that the right was exercisable at the date of such termination, or subject to such other terms as may be determined by the Committee. (iv) Transferability. No option may be transferred, assigned or encumbered by an optionee, except in the event of the death of the optionee by will or the laws of descent and distribution, or in the event the option is granted to a corporation to the principal shareholder(s) thereof. 5. Stock Appreciation Rights a. Grants. Stock Appreciation Rights ("SARs") are rights entitling the grantee to receive cash or Shares having a fair market value equal to the appreciation in market value of a stated number of Shares from the date of grant, or in the case of rights granted in tandem with or by reference to an option granted prior to the grant of such rights, from the date of grant of the related option to the date of exercise, which may be granted to such eligible officers and employees as may be selected by the Committee. b. Terms of Grant. SARs may be granted in tandem with or with reference to a related option, in which event the grantee may elect to exercise either the option or the SAR, but not both, as to the same Share subject to the option and the SAR, or the SAR may be granted independently of a related option. In the event of a grant with a related option, the SAR shall be subject to the terms and conditions of the related option. In the event of an independent grant, the SAR shall be subject to the terms and conditions determined by the Committee. SARs shall not be transferred, assigned or encumbered, except that SARs may be exercised by the executor, administrator or personal representative of the deceased grantee within twelve months of the death of the grantee and SARs granted to a corporation may be transferred to the principal shareholder(s) thereof. c. Payment Upon Exercise. Upon exercise of an SAR, the grantee shall be paid the excess of the then fair market value of the number of Shares to which the SAR relates over the fair market value of such number of Shares at the date of grant of the SAR or of the related option, as the case may be. Such excess shall be paid in cash or in Shares having a fair market value equal to such excess or in such combination thereof as the Committee shall determine. 6. Right of First Refusal. If any Shares issued under the Plan are not readily tradable on an established market on the date an owner intends to sell such Shares, such owner shall first offer such Shares to the Company for purchase and the Company shall have 30 days to exercise its right to purchase such Shares. The owner shall give written notice to the Company stating that he has a bona fide offer for the purchase of such Shares, stating the number of Shares to be sold, the name and address of the person(s) offering to purchase the Shares and the purchase price and terms of payment of such sale. The owner shall be entitled to receive the same purchase price offered by such person(s) offering to purchase such Shares. Payment may be in a lump sum or, if the lump sum exceeds $100,000, in substantially equal annual or more frequent installments over a period not exceeding 5 years in the discretion of the Committee. If a method of deferred payments is selected, the unpaid 8 balance shall earn interest at a rate that is substantially equal to the rate at which the Company could borrow the amount due and shall be secured by a pledge of the Shares purchased or such other adequate security as agreed to by the Company and the owner. For purposes of this Paragraph, Shares shall be considered not readily tradable on an established market if such Shares are not publicly tradable or because such Shares are subject to a trading limitation under any Federal or State securities law or regulation that would make such Shares less freely tradable than stock not so restricted. For purposes of this Paragraph, an owner shall include any person who acquires Shares from any other person and for any reason; including, but not limited to, by gift, death or sale. 7. Amendment or Termination of the Plan. The Board may amend, suspend or terminate the Plan or any portion thereof at any time; provided, however, that no such amendment, suspension or termination shall impair the rights of any individual, without his consent, in any award theretofore made pursuant to the Plan. 8. Term of Plan. The Plan shall be effective upon the date of its adoption by the Board. Unless sooner terminated under the provisions of Paragraph 7, Shares and SARs shall not be awarded under the Plan after the expiration of 10 years from the effective date of the Plan. 9. Delivery and Registration of Stock. The Company's obligation to deliver Shares with respect to an award shall, if the Committee so requests, be conditioned upon the receipt of a representation as to the investment intention of the individual to whom such Shares are to be delivered, in such form as the Committee shall determine to be necessary or advisable to comply with the provisions of the Securities Act of 1933 or any other federal, state or local securities legislation or regulation. It may be provided that any representation requirement shall become inoperative upon a registration of the Shares or other action eliminating the necessity of such representation under securities legislation. The Company shall not be required to deliver any Shares under the Plan prior to (i) the admission of such Shares to listing on any stock exchange on which Shares may then be listed, and (ii) the completion of such registration or other qualification of such Shares under any state or federal law, rule or regulation, as the Committee shall determine to be necessary or advisable. 10. Rights as Stockholder. Upon delivery of any Share to an individual, such individual shall have all of the rights of a stockholder of the Company with respect to such Share, including the right to vote such Share and to receive all dividends or other distributions paid with respect to such Share. 11. Merger or Consolidation. In the event the Company is merged or consolidated with another corporation and the Company is not the surviving corporation, all outstanding options and SARs shall become immediately and fully exercisable and unrestricted, and the surviving corporation may exchange options and SARs issued under this Plan for options and SARs (with the same aggregate option price) to acquire and participate in that number of shares in the surviving corporation that have a fair market value equal to the fair market value (determined on the date of such merger or consolidation) of Shares that the grantee is entitled to acquire and participate in under this Plan on the date of such merger, consolidation or change of control. 12. Employment Relationship. Nothing herein shall confer on any individual the right to be considered to be in the employment of the Company or a related corporation or to continue employment with the Company or related corporation or affect the right of the Company or related corporation to terminate such employment. 13. Withholding of Tax. To the extent the award, issuance or exercise of Shares or SARs results in the receipt of compensation by an individual, the Company is authorized to withhold from any other cash compensation then or thereafter payable to such individual or to withhold sufficient Shares to pay any tax required to be withheld by reason of the receipt of the compensation. Alternatively, the individual may tender a personal check in the amount of tax required to be withheld. END OF PLAN 9 EX-4.A.2 3 DCX 1991 STOCK OPTION PLAN Exhibit 4(a)(2) DCX 1991 Stock Option Plan --------------- DCX 1991 STOCK OPTION PLAN 1. Establishment and Purpose (a) DCX Inc., a Colorado corporation (the "Company'), hereby establishes a stock option plan to be named 1991 Stock Option Plan (the "Plan") which has been adopted by the Company's Board of Directors on April 12, 1991. (b) The purpose of the Plan is to induce key employees, authorized agents, officers and directors of the Company to continue their service to the Company, to offer said people incentives and rewards in recognition of their share in the Company's progress and to encourage said people to continue to promote the best interests of the Company. 2. Administration (a) The plan shall be administered by the Company's Board of Directors or by a committee of the Board acting on behalf of the Board of Directors (the "Option Committee"). The Option Committee shall hold its meetings at such times and places as it may determine. (b) The Company shall grant options under the Plan in accordance with determinations made by the Option Committee pursuant to the provisions of the Plan. The Option Committee, from time to time, may adopt (and thereafter amend and rescind) such rules and regulations for carrying out the Plan and take action in the administration of the Plan, not inconsistent with the provision hereof, as it shall deem proper. The interpretation and construction of any provisions of the Plan by the Option committee are to be final and conclusive and not be subject to further review and approval. (c) No member of the Company's Board of Directors (or the Option Committee) shall be liable for any action or determination made in good faith with respect to the Plan or any option granted under it. A member of the Company's Board of Directors (or the Option Committee) shall be eligible for indemnification from the Company, and insurer, if any, for any expenses, judgments or other costs incurred as a result of a lawsuit filed against him claiming any rights or remedies due to his participation in the administration of this Plan. 3. Total Option Shares Available (a) The maximum number of shares of common stock (no par value) of the Company which may be issued pursuant to this plan shall not exceed 300,000, subject to adjustment as provided in Paragraph 6, below. The shares sold under the Plan may be either issued shares reacquired by the Company at any time, or authorized, but unissued shares, as the Option Committee from time to time may determined. Additionally, the shares sold under the Plan may be either registered or unregistered shares of the Company. The Company has no obligation to register the shares underlying the options or the options. (b) In the event that any outstanding options under the Plan for any reason expire or are terminated, the shares of common stock of the Company allocable to the unexercised portion of all such options may again be subject to an option under the Plan. (c) No options shall be granted pursuant to this Plan to any Optionee after the tenth anniversary of the date on which this plan is adopted by the Board of Directors. 10 4. Eligibility (a) Options to purchase shares may be granted pursuant to this Plan only to employees, officers and directors of the Company, or qualifying subsidiaries (the "Optionee), selected by the Option Committee. An employee, for purposes of this Plan shall be defined as any individual working on behalf of the Company, or qualifying subsidiary. A director shall be defined as any lawfully elected director currently serving the Company or qualifying subsidiary in that capacity. (b) The Option Committee will, in its discretion, determine the persons to be granted options, the time or times at which options shall be granted, the number of shares subject to each option and the manner in which options may be exercised, provided, however, the Option Committee shall not grant to any Optionee any option which has terms or conditions inconsistent with those stated in Paragraphs 3 and 6 hereof. In making such determination, the Option Committee may take into consideration the value of the services rendered by the prospective Optionee, their present and potential contributions to the success of the Company and such other factors which the Committee may deem relevant in accomplishing the purpose of the Plan. 5. Terms and Conditions of Options (a) Each option granted under the Plan shall be evidenced by a Stock Option Agreement in such form not inconsistent with the Plan as the Option Committee shall determine, provided that the substance of the terms and conditions set forth herein be included therein. (b) Option Price. The price at which each share of common stock covered by such option may be purchased shall be the fair market value on the date of grant. (c) Limitation on Exercise. No option granted hereunder may, by its terms, be exercised more than five years subsequent to the date of the grant or the option. The exercise period may be less than five years as the Option Committee deems appropriate. An option shall be treated as outstanding until such option is exercised in full or expires by reason of lapse of time. (d) Participation Limitation. The Option Committee shall not grant an option to any Director, Officer, authorized agent or employee for such number of shares of stock that, immediately after the grant, causes the total number of shares of stock subject to his control through options exercisable, ownership directly or indirectly through brothers and sisters, spouse, ancestors, and lineal descendants to exceed ten percent of the voting power of the Company; and the stock owned, directly or indirectly, by or for a corporation, partnership, estate, or trust shall be considered as being owned proportionately by or for its shareholders, partners or beneficiaries. (e) Nontransferability. No option granted hereunder is transferable in whole or in part other than by will or the laws of descent and distribution. (f) Manner of Payment. The aggregate option price may, subject to the terms and conditions set forth by the Board or the Option Committee in the stock option agreement, be paid in any one or a combination of cash, personal check, personal note, shares already owned or awards under the Plan which the optionee has an immediate right to exercise. (g) Termination of Relationship. If the holder of an option ceases their relationship with the Company, other than by reason of death, disability, or retirement, such option shall terminate on the date of termination of such relationship. In the event of termination due to a permanent disability with the meaning of Section 105(d)(4) of the Internal Revenue Code, such option shall terminate no later than one year from the date of termination of relationship, but in any event no later than its specified expiration date. In the event of retirement, such option shall terminate no later than three months from the date of termination of such relationship, but in any event no later than its specified expiration date. If the holder of an option dies, such option may be exercised, to the extent of the number of shares of common stock with respect to which such holder could have exercised such option on the date or death, by such holder's estate, personal representative or beneficiary who acquires such option 11 by will or by laws of descent and distribution, at any time prior to the earlier of such option's specified expiration date or the first anniversary of such holders death. On the earlier of such dates, such option shall terminate. An option may terminate prior to these dates at the discretion of the option Committee. (i) Withholding Taxes. The Optionee must remit to the Company or a subsidiary an amount necessary to satisfy any federal, state, local or other withholding requirements prior to the delivery of any certificate or certificates for the shares of stock purchased upon exercise of the option or portion of such option. Alternatively, the Company or a subsidiary is authorized, at its option, to deduct from any payment of any kind owed to the Optionee any federal, state, local or other taxes required by law to be withheld with respect to the shares of stock being purchased upon exercise of the option. 6. Changes in Stock, Adjustments, etc. (a) In the event that the outstanding shares of common stock of the Company are hereafter increased or decreased, changed into or exchanged for a different number of shares or other securities of the Company or of another Corporation by reason of reorganization, merger, consolidation, recapitalization, reclassification, stock split, combination of shares, or a dividend payable in capital stock, appropriate adjustment may be made by the Option Committee in the number and kind of shares for the purchase of which options may be granted under the Plan, including the maximum number that may be granted to any other person. In addition, the Option Committee may make appropriate adjustment in the number and kind of shares as to which outstanding options or portions thereof then unexercised, shall be exercisable, to the end that the Optionee's proportionate interest shall be maintained as before the occurrence or such event, and such adjustment and outstanding options shall be made without change of the total price applicable to the unexercised portion of the option and with a corresponding adjustment in the option price per share. Any such adjustment made by the Option Committee shall be in the full discretion of the Option Committee, whose decisions in this regard shall be conclusive. (b) The grant of an option pursuant to the Plan shall not affect in any way the right or power of the Company to make adjustments, reclassification, reorganizations or changes of its capital or business structure, to merge, consolidate, or dissolve, liquidate or sell, or transfer all or any part of business or assets. (c) In the event of a material change in Company ownership, including, but not limited to, sale, reorganization, merger, and consolidation, the Committee may fully vest all outstanding options. If the Company's common stock is publicly registered and traded, there will be no change in vesting, but the fair market value will then be defined as in Paragraph 5(b), above. 7. Duration, Amendment, and Termination The Board of Directors of the Company may at any time terminate the Plan or make such amendments thereof as it shall deem advisable and in the best interests of the Company, without further action on the plan of the stockholders of the Company; provided, however, that no such termination or amendment shall, without the consent of the individual to whom any option shall heretofore have been granted, subject to the provisions of Paragraph 2 hereof, affect or impair the rights of such individual under such option and, provided further, that unless the stockholders of the Company shall have first approved thereof, no amendment of this Plan shall be made whereby (i) the total number of shares which may be optioned under the Plan to all individuals, or any of them, shall be increased, except by the operation of the adjustment provisions of Paragraph 6 hereof, (ii) the authority to administer the Plan by a committee consisting of directors of the Company shall be withdrawn, (iii) the term of the options shall be extended, or (iv) the class of Optionees to whom options may be granted shall be changed. 8. Effectiveness of Plan This Plan became effective on June 21, 1991, when the Plan was adopted by the required vote of the holders of the outstanding shares of the Company entitled to vote at a meeting of the stockholders duly held in accordance with the laws of the State of Colorado. 12 9. Date of Granting of Options The granting of an option pursuant to the Plan shall take place on the date the Option Committee decides to grant the option. The Company shall use its best efforts within thirty days of the granting of the option, to notify the Optionee, of the grant of the option and submit to the Optionee a Stock Option Agreement duly executed by, and on behalf of the Company, with the request that the Optionee execute the agreement within thirty days after the mailing or hand delivery to the Optionee at the Optionee's place of employment of the notice to the Option. In the event the Optionee fails to execute the Stock Option Agreement with the thirty day period, such person's option shall be automatically terminated. 10. Application of Funds The proceeds received by the Company from the sale of stock subject to the option are to be added to the general funds of the Company and used for its corporate purposes as the Board of Directors shall determine. 11. Sale of Stock Any sale of option stock must comply with applicable securities laws and the terms of the plan. 12. Other Matters (a) The granting of Options will not obligate the Company to register the Option shares under applicable securities laws, to maintain any such registration, or to list the Option shares on any securities exchange. The Option Committee may require any party exercising an Option, as a condition precedent to the issuance of Option shares, (i) to represent that the Option shares are being acquired for investment and not for distribution or resale and to make other representations as the Option Committee deems necessary to quality them for exemption from registration or other compliance with applicable securities laws, and (ii) to represent that such party will not dispose of the Option shares in violation of applicable securities laws and applicable Plan and Option restriction. (b) The Company may require placement of a legend on certificates evidencing Option shares purchased, reflecting any applicable restrictions on the transfer thereof or other matters required to be stated thereon under applicable law. (c) The granting of an Option will not obligate the Option holder to exercise it. (d) Neither this Plan, nor the granting of Options or issuance of Option shares, will confer any right of continuing relationship with the Company on the Option holder or affect the Company's right to terminate the Option holder's relationship. - End - 13 EX-5 4 OPINION OF O'CONNOR & ASSOCIATES, P.C. --------------- Exhibit 5 Opinion of O'Connor & Associates, P.C. relating to the issuance of shares of common stock pursuant to the DCX 1995 Stock Incentive Plan and the DCX 1991 Stock Option Plan - -------------------------------------------------------------------------------- [GRAPHIC OF LETTERHEAD OMITTED] September 25, 1996 DCX, Inc. Board of Directors 3002 North State Highway 83 Franktown, Colorado 80016-0659 We have acted as counsel to DCX, Inc. (the "Corporation") in connection with the preparation of a Registration Statement on Form S-8 (the "Registration Statement") to be filed on or about September 30, 1996 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the "Securities Act"), with respect to 400,000 shares (the "Securities") of common stock, no par value, of the Corporation which may be issued from time to time pursuant to the DCX 1995 Stock Incentive Plan (the "1995 Plan"), and with respect to 300,000 shares (the "Securities") of common stock, no par value, of the Corporation which may be issued from time to time pursuant to the DCX 1991 Stock Option Plan (the "1991 Plan"). We have examined the 1995 Plan, the 1991 Plan, and the originals or photostatic or certified copies of such records of the Corporation, certificates of officers of the Corporation and of public officials and such other documents as we have deemed relevant and necessary as the basis for the opinion set forth below. In such examination, we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as photostatic or certified copies and the authenticity of the originals of such copies. We have also made inquiries of officers and employees of the Corporation and of such others as deemed necessary for purposes of this opinion. Based upon our examination and inquiries referred to above and subject to the requirements stated below, we are of the opinion that the Securities will be legally issued, fully paid and nonassessable. Our opinion is subject to the following requirements: Options to purchase the Securities, or other awards under the 1995 Plan and the 1991 Plan (collectively referred to as the "Plans"), must be duly authorized by the administrators of the respective Plans and the board of directors of the Corporation, and, as applicable, duly executed, authenticated, issued and delivered by the Corporation; the Registration Statement, as it may be amended, must be effective under the Securities Act and, in the case of control securities, must include a reoffer prospectus; there must be compliance with applicable securities or blue sky laws of various jurisdictions; the Securities must be duly executed, authenticated, issued and delivered against 14 payment therefor in accordance with the terms of the Plans, with the terms of the particular options being exercised or the other awards granted under the Plans, as applicable, and with the administrative procedures duly required by the administrators of the Plans; the final terms of the Securities must be in compliance with then applicable law. We consent to the filing of this opinion as Exhibit 5.1 to the Registration Statement. /s/O'Connor & Associates, P.C. O'CONNOR & ASSOCIATES, P.C. 15 EX-24.1 5 CONSENT OF O'CONNOR & ASSOCIATES, P.C. --------------- Exhibit 24.1 - -------------------------------------------------------------------------------- Consent of O'Connor & Associates, P.C. included in the opinion filed as Exhibit (5) hereto 16 EX-24.2 6 CONSENT OF BDO SEIDMAN --------------- Exhibit 24.2 Consent of BDO Seidman, independent certified public accountants - -------------------------------------------------------------------------------- CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS DCX, Inc. Franktown,Colorado We hereby consent to the incorporation by reference in the Prospectus constituting a part of this Registration Statement of our report dated January 5, 1996, relating to the consolidated financial statements and schedules of DCX, Inc. appearing in the company's Annual Report on Form 10-K for the year ended September 30, 1995. BDO SEIDMAN, LLP Denver, Colorado September 27, 1996 17 EX-24.3 7 CONSENT OF WENNER, SILVESTAIN AND COMPANY --------------- Exhibit 24.3 Consent of Wenner, Silvestain & Company, independent certified public accountants - ------------------------------------------------------------------------------- [GRAPHIC OF LETTERHEAD OMITTED] Consent of Independent Certified Public Accountants We consent to the inclusion in the registration statement on Form S-8 of our report dated November 22, 1993, on our audit of the financial statements of DCX, Inc. We also consent to the reference to our firm as "Experts." /S/ Wenner, Silvestain and Company - ------------------------------------ Wenner, Silvestain and Company Englewood, Colorado September 25, 1996 -----END PRIVACY-ENHANCED MESSAGE-----