-----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, ADardgcky1jZ48QLJAFbSovlVvFdEcm+KgvNuTXSssdlSViVNBu30E+DsVb3xf5R y5ZFn5RoXkY6V3paYSdrkw== 0000897101-96-000210.txt : 19960513 0000897101-96-000210.hdr.sgml : 19960513 ACCESSION NUMBER: 0000897101-96-000210 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 7 FILED AS OF DATE: 19960510 EFFECTIVENESS DATE: 19960529 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: ULTRA PAC INC CENTRAL INDEX KEY: 0000813134 STANDARD INDUSTRIAL CLASSIFICATION: CONVERTED PAPER & PAPERBOARD PRODS (NO CONTAINERS/BOXES) [2670] IRS NUMBER: 411581031 STATE OF INCORPORATION: MN FISCAL YEAR END: 0131 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-03479 FILM NUMBER: 96559740 BUSINESS ADDRESS: STREET 1: 21925 INDUSTRIAL BLVD CITY: ROGERS STATE: MN ZIP: 55374 BUSINESS PHONE: 6124288340 MAIL ADDRESS: STREET 1: 21925 INDUSTRIAL BLVD CITY: ROGERS STATE: MN ZIP: 55374 S-8 1 ULTRA PAC, INC. NONSTATUATORY STOCK OPTIONS As filed with the Securities and Exchange Commission on May 10,1996 Registration No. 33- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ULTRA PAC, INC. (Exact Name of Registrant as Specified in its Charter) MINNESOTA 3089 41-1581031 (State or Other Jurisdiction of (Primary Standard Industrial (IRS Employer Incorporation or Organization) Classification Code Number) Identification No.) 21925 Industrial Boulevard Rogers, Minnesota 55374 (612) 428-8340 (Address of Principal Executive Offices) Nonstatutory Stock Options granted to Cal Krupa dated June 9, 1992, July 21, 1993, August 3, 1994, and July 25, 1995 (Full Title of the Plan) Calvin S. Krupa 21925 Industrial Boulevard Rogers, Minnesota 55374 (612) 428-8340 (Name, Address, and Telephone Number of Agent for Service) Copies to: Michael W. Schley, Esq. Larkin, Hoffman, Daly & Lindgren, Ltd. 1500 Norwest Financial Center 7900 Xerxes Avenue South Bloomington, Minnesota 55431 (612) 835-3800 APPROXIMATE DATE OF PROPOSED SALE TO THE PUBLIC: As soon as practicable after the Registration Statement becomes effective. If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. [ ] If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. [X] CALCULATION OF REGISTRATION FEE
Amount to be Proposed Maximum Proposed Maximum Aggregate Amount of Title of Securities to be Registered Registered(1) Offering Price Per Share Offering Price Registration Fee Common stock (no par value) 20,000 $11.50(2) $230,000(2) $79.31 Common Stock (no par value) 20,000 $8.75(2) $175,000(2) $60.34 Common Stock (no par value) 20,000 $7.25(2) $145,000(2) $50.00 Common Stock (no par value) 20,000 $6.00(2) $120,000(2) $41.38 Total 80,000 n/a $670,000(2) $231.03
(see footnotes on next page) (1) The registration statement also includes an indeterminable number of additional shares that may become issuable pursuant to the antidilution provisions of the Nonstatutory Option Agreements. (2) Estimated solely for the purpose of calculating the registration fee based upon the exercise price of the nonstatutory stock options. PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE. The Company incorporates by reference into the registration statement the documents listed below: (a) The Company's latest annual report on Form 10-K or: (i) the Company's latest prospectus filed pursuant to Rule 424(b) under the Securities Act of 1933, as amended (the "Securities Act"), that contains audited financial statements for the Company's latest fiscal year for which such statements have been filed or (ii) the Company's effective registration statement on Form 10 or Form 10-SB filed under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), containing audited financial statement for the Company's latest fiscal year. (b) All other reports filed pursuant to Sections 13(a) or 15(d) of the Exchange Act since the end of the fiscal year covered by the annual report or prospectus referred to in (a) above. (c) The description of the Company's Common Stock which is contained in the Company's Registration Statement on Form S-18 (Registration No. 33-46937) filed under the Securities Act, including any amendment or report filed under the Exchange Act for the purpose of updating such description. All documents subsequently filed by the Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-effective amendment to the registration statement which indicates that all of the securities offered have been sold or which deregisters 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. Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this registration statement to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this registration statement. ITEM 4. DESCRIPTION OF SECURITIES. Not applicable. ITEM 5. INTEREST OF NAMED EXPERTS AND COUNSEL. (a) Not applicable. (b) Certain legal matters in connection with this registration statement will be passed upon by Larkin, Hoffman, Daly & Lindgren, Ltd., as counsel for the Company. Frank I. Harvey, who is a shareholder of the law firm, serves as a director of the Company. Mr. Harvey beneficially owned, as of April 16, 1996, 4,610 shares of the Company's Common Stock and options to purchase 5,500 shares of the Company's Common Stock. ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS. Section 302A.521 of the Minnesota Statutes requires the Company to indemnify a person made or threatened to be made a party to a proceeding by reason of the former or present official capacity of the person with respect to the Company, against judgments, penalties, fines, including reasonable expenses, if such person: (1) has not been indemnified by another organization or employee benefit plan for the same judgments, penalties, fines, including without limitation, excise taxes assessed against the person with respect to an employee benefit plan, settlements, and reasonable expenses, including attorneys' fees and disbursements, incurred by the person in connection with the proceeding with respect to the same acts or omissions; (2) acted in good faith; (3) received no improper personal benefit, and statutory procedure has been followed in the case of any conflict of interest by a director; (4) in the case of a criminal proceeding, had no reasonable cause to believe the conduct was unlawful; and (5) in the case of acts or omissions occurring in the person's performance in the official capacity of director or, for a person not a director, in the official capacity of officer, committee member, employee or agent, reasonably believed that the conduct was in the best interests of the Company, or, in the case of performance by a director, officer, employee or agent of the Company as a director, officer, partner, trustee, employee or agent of another organization or employee benefit plan, reasonably believed that the conduct was not opposed to the best interests of the Company. In addition, Section 302A.521, subd. 3, requires payment by the Company, upon written request, of reasonable expenses in advance of final disposition in certain instances. A decision as to required indemnification shall be made by a disinterested majority of the Board of Directors present at a meeting at which a disinterested quorum is present, or by a designated committee of the Board of Directors, by special legal counsel, by the shareholders or by a court. As permitted by the Minnesota Business Corporation Act, the Restated Articles of Incorporation of the Company eliminate the liability of the directors of the Company for monetary damages arising from any breach of fiduciary duties as a member of the Company's Board of Directors (except as expressly prohibited by Minnesota Statutes, Section 302A.251, subd. 4). ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED. Not applicable. This registration statement relates to the issuance of shares upon the exercise of options. The grants of such options did not constitute "sales" under the Securities Act of 1933, as amended. ITEM 8. EXHIBITS. 4.1 Nonstatutory Stock Option granted to Cal Krupa dated June 9, 1992. 4.2 Nonstatutory Stock Option granted to Cal Krupa dated July 21, 1993. 4.3 Nonstatutory Stock Option granted to Cal Krupa dated August 3, 1994. 4.4 Nonstatutory Stock Option granted to Cal Krupa dated July 25, 1995. 5.1 Opinion of Larkin, Hoffman, Daly & Lindgren, Ltd., as to the legality of the securities (included as page II-5). 23.1 Consent of Divine, Scherzer & Brody, Ltd. (included as page II-7). 23.2 Consent of Counsel (included in Exhibit 5.1). 24.1 Power of Attorney (see signature page). 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: (i) 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. (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 Act of 1933, each filing of the registrant's annual report pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the 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 provision, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act of 1933 and will be governed by the final adjudication of such issue. SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Company 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 Rogers, State of Minnesota, on May 9, 1996. ULTRA PAC, INC. By: /s/ Calvin S. Krupa Calvin S. Krupa Its: President and Chief Executive Officer POWER OF ATTORNEY The officers and directors of Ultra Pac, Inc., whose signatures appear below, hereby constitute and appoint Calvin S. Krupa and Frank I. Harvey, and each of them (with full power to each of them to act alone) their true and lawful attorneys-in-fact to sign and execute on behalf of the undersigned any amendment or amendments to this registration statement of Ultra Pac, Inc., and each of the undersigned does hereby ratify and confirm all that said attorneys shall do or cause to be done by virtue thereof. Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated. /s/ Calvin S. Krupa President, Chief Executive Calvin S. Krupa Officer and Director /s/ Brad C. Yopp Chief Financial Officer (Principal Brad C. Yopp Financial and Accounting Officer) /s/ James A. Thole Secretary and Director James A. Thole /s/ John F. DeBoer Director John F. DeBoer /s/ Michael J. McGlynn Director Michael J. McGlynn /s/ Frank I. Harvey Director Frank I. Harvey EX-4.1 2 NON-QUALIFIED STOCK OPTION AGREEMENT ULTRA PAC, INC. NON-QUALIFIED STOCK OPTION AGREEMENT THIS AGREEMENT, dated as of June 9, 1992, is by and between ULTRA PAC, INC., a Minnesota corporation (the "Company"), and CALVIN S. KRUPA (the "Optionee"). RECITALS A. The Board of Directors of the Company (the "Board") encourages ownership of shares of the One Cent ($.01) per share par value common stock (the "Common Shares") of the Company by certain employees, directors, officers and other service providers of the Company. B. The Company desires to afford the Optionee an option to purchase the Common Shares of the Company, which option is not intended to be an "Incentive Stock Option" as defined under Section 422A of the Internal Revenue Code, as amended, and which is granted separate from any stock option plan of the Company. NOW, THEREFORE, in consideration of the promises and covenants contained herein, the Company and the Optionee hereby agree as follows: 1.) Grant of Option - The Company hereby grants to the Optionee, effective as of June 9, 1992 (the "Date of Grant"), an option (the "Option") to purchase an aggregate of twenty thousand (20,000) Common Shares (the "Option Shares") of the Company upon the terms and conditions set forth herein. 2.) Option Price - Subject to any adjustments pursuant to the provisions of Section 5, the purchase price of the Shares subject to the Option (the "Option Price") is $8.75 per share, which price is not less than one hundred percent (100%) of the fair market value of a single Common Share as of the date of this Agreement. 3.) Term of Option; Time of Exercise - (01) The term of the Option is for a period of four (4) years commencing on the Date of Grant and terminating on June 8, 1996. (02) The Option shall be exercised by the Optionee in whole or in part from and after the date hereof, provided that the shares shall be exercised in increments of five thousand (5,000) shares. (03) The Option shall become void and expire as to all unexercised Shares at 5:00 p.m. (Central Standard Time) on June 8, 1996. 4.) Exercise of Option - Manner - (01) Subject to the terms and conditions hereof, the Option may be exercised in whole or in part by written notice to the Company at its offices in Rogers, Minnesota, addressed to the attention of the president. Such notice will state the election to exercise the Option and the number of Shares being purchased, provided that the shares shall be purchased in increments of five thousand (5,000) shares, and will be signed by the person or persons so exercising the Option. The exercise of the Option will be conditioned upon the receipt from the Optionee (or his heir(s) or legal representative(s)) of a representation that, at the time of such exercise, it is the intent of such person(s) to acquire the Shares for investment and not with a view to distribution; provided, however, that the receipt of this representation will not be required upon exercise of the Option in the event that, at the time of such exercise, the Shares subject to the Option are covered by an effective registration statement under the Securities Act of 1933, as amended. The certificates for unregistered Shares issued for investment will be restricted by the Company as to transfer unless the Company receives an opinion of counsel satisfactory to the Company that such restriction is not necessary. (02) Notice of exercise of the Option will be accompanied by payment of the full Option Price of the Shares being purchased and the Company will issue and deliver a certificate or certificates representing such Shares as soon as practicable after such notice and payment are received. Payment of such Option Price will be made (a) by a check payable to the order of the Company, (b) subject to acceptance by the Board, by the transfer from the Optionee to the Company of previously acquired Common Shares of the Company, issued and outstanding for at least six (6) months prior to exercise, having a then-current aggregate fair market value, determined as of the close of business on the business day preceding the transfer, equal to the Option Price of the Shares as to which the Option is exercised, or (c) subject to acceptance by the Board, by any combination of check payment and transfer of previously acquired Common Shares. The certificate or certificates for the Shares as to which the Option has been so exercised will be registered in the name of the Optionee (or his heir(s) or legal representative(s)) and will be delivered as aforesaid to or upon the written order of such person(s). In the event the Option is exercised by any person(s) other than the Optionee, such notice will be accompanied by appropriate proof of the authority and right of such person(s) to exercise the Option. All Shares purchased upon the exercise of the Option will be fully paid and nonassessable. 5.) Adjustments for Changes in Common Stock - In the event each of the outstanding Common Shares (other than shares held by dissenting shareholders) should be changed into, or exchanged for, a different number or kind of shares of stock or other securities of the Company, or if further changes or exchanges of any stock or other securities into which the Common Shares have been changed, or for which they have been exchanged, are made (whether by reason of merger, consolidation, reorganization, recapitalization, stock dividend, reclassification, split up, combination of shares or otherwise), then for each Common Share subject to the Option there will be substituted and exchanged therefor the number and kind of shares of stock or other securities into or for which each outstanding Common Share (other than shares held by dissenting shareholders) is so changed or exchanged. In the event of any such changes or exchanges, if the Board, in its sole discretion, should determine that in order to prevent dilution or enlargement of rights hereunder an adjustment should be made in the number, kind, or option exercise price of the Shares or other securities then subject to the Option, such adjustment shall be made and shall be effective and binding for all purposes of this Agreement. In no event shall the excess of the aggregate fair market value of the shares subject to the Option immediately after any substitution, exchange, or adjustment over the aggregate option price of such shares be more than the excess of the aggregate fair market value of all shares subject to the Option immediately before the substitution, assumption, or exchange over the aggregate option price of such shares, nor shall the adjusted Option give the Optionee any additional benefits that the Optionee did not have under the old Option. 6.) "Piggyback" Registration Rights - If the Company at any time proposes to register any of its Common Shares under the Securities Act of 1933, as amended (the "Securities Act"), on a form that would also permit registration of the Option Shares it will promptly give written notice thereof to the holder of the Option Shares. Promptly upon the written request, given within thirty (30) days after mailing of any such notice to any holder of Option Shares, the Company will use its best efforts to cause all the Option Shares for which such holders shall have so requested registration, to be registered under the Securities Act. In the event that any registration pursuant to this Section 6 shall be, in whole or in part, an underwritten offering of securities of the Company, the Company may require the Option Shares, requested to be registered, to be included in the underwriting on the same terms and conditions as the Common Shares being registered and otherwise being sold through underwriters under such registration; provided, however, that if the Option Shares represent the only securities of the Company other than previously authorized but unissued to be sold in such underwritten public offering, and the managing underwriter determines, in its sole and reasonable judgment, and advises in writing that the inclusion of any or all of the Option Shares originally covered by a request for registration would interfere with the successful marketing of such previously authorized but unissued securities then (a) the number of shares of the Option Shares otherwise to be included in the underwritten public offering shall be reduced pro rata (based upon the number of shares of Option Shares for which registration was requested) among the holders thereof requesting such registration and (b) those shares of the Option Shares which are excluded from the underwritten public offering shall be withheld from the market by the holders thereof for a period, not to exceed ninety (90) days, which the managing underwriter reasonably determines to be necessary in order to effect the underwritten public offering. In connection with any registration of the Option Shares pursuant to this Section 6, the holders thereof will execute such documents reasonably required by the Company, including customary indemnification requirements. 7.) Nontransferability of Option - The Option granted under this Agreement is not transferable by the Optionee, either voluntarily or involuntarily, except by will or the laws of descent and distribution. Any attempt to do so will void the Option. The Option is exercisable only by the Optionee or the Optionee's legal representative. 8.) Rights as a Shareholder - No rights of a shareholder of the Company will inhere in the Optionee with respect to any of the Shares until this Option is duly exercised as to such Shares and the person has become holder of record of such Shares. No adjustments will be made for cash dividends or other distributions or other rights as to which there is a record date preceding the date such person becomes the holder of record of such Shares. 9.) Withholding Taxes - The Optionee acknowledges that under the law in effect as of the date of this Agreement, he will generally realize income for federal and state income tax purposes at the time of the grant and/or exercise of the Option, and further, that such income may constitute compensation subject to withholding of income taxes. At the time of any exercise of the Option, the Optionee will make arrangements with Company to satisfy any withholding tax obligations resulting from the exercise of the Option. 10.) Governing Law - This Agreement will be construed in accordance with and governed by the laws of the State of Minnesota. IN WITNESS WHEREOF, the Company and the Optionee have executed this Agreement as of the date and year first above written. COMPANY: ULTRA PAC, INC. OPTIONEE: By: ____________________________ ________________________________ Its: Calvin S. Krupa EX-4.2 3 NONQUALIFIED STOCK OPTION AGREEMENT ULTRA PAC, INC. NONQUALIFIED STOCK OPTION AGREEMENT THIS AGREEMENT, dated as of July 21, 1993, is by and between ULTRA PAC, INC., a Minnesota corporation (the "Company"), and CALVIN S. KRUPA (the "Optionee"). RECITALS A. The Board of Directors of the Company (the "Board") encourages ownership of shares of the One Cent ($.01) per share par value common stock (the "Common Shares") of the Company by certain employees, directors, officers and other service providers of the Company. B. The Company desires to afford the Optionee an option to purchase the Common Shares of the Company, which option is not intended to be an "Incentive Stock Option" as defined under Section 422A of the Internal Revenue Code, as amended, and which is granted separate from any stock option plan of the Company. NOW, THEREFORE, in consideration of the promises and covenants contained herein, the Company and the Optionee hereby agree as follows: 1.) Grant of Option - The Company hereby grants to the Optionee, effective as of July 21, 1993 (the "Date of Grant"), an option (the "Option") to purchase an aggregate of twenty thousand (20,000) Common Shares (the "Option Shares") of the Company upon the terms and conditions set forth herein. 2.) Option Price - Subject to any adjustments pursuant to the provisions of Section 5, the purchase price of the Shares subject to the Option (the "Option Price") is $8.75 per share, which price is not less than one hundred percent (100%) of the fair market value of a single Common Share as of the date of this Agreement. 3.) Term of Option; Time of Exercise - (01) The term of the Option is for a period of five (5) years commencing on the Date of Grant and terminating on July 20, 1998. (02) The Option shall be exercised by the Optionee in whole or in part from and after the date hereof, provided that the shares shall be exercised in increments of five thousand (5,000) shares. (03) The Option shall become void and expire as to all unexercised Shares at 5:00 p.m. (Central Standard Time) on July 20, 1998. 4.) Exercise of Option - Manner - (01) Subject to the terms and conditions hereof, the Option may be exercised in whole or in part by written notice to the Company at its offices in Rogers, Minnesota, addressed to the attention of the president. Such notice will state the election to exercise the Option and the number of Shares being purchased, provided that the shares shall be purchased in increments of five thousand (5,000) shares, and will be signed by the person or persons so exercising the Option. The exercise of the Option will be conditioned upon the receipt from the Optionee (or his heir(s) or legal representative(s)) of a representation that, at the time of such exercise, it is the intent of such person(s) to acquire the Shares for investment and not with a view to distribution; provided, however, that the receipt of this representation will not be required upon exercise of the Option in the event that, at the time of such exercise, the Shares subject to the Option are covered by an effective registration statement under the Securities Act of 1933, as amended. The certificates for unregistered Shares issued for investment will be restricted by the Company as to transfer unless the Company receives an opinion of counsel satisfactory to the Company that such restriction is not necessary. (02) Notice of exercise of the Option will be accompanied by payment of the full Option Price of the Shares being purchased and the Company will issue and deliver a certificate or certificates representing such Shares as soon as practicable after such notice and payment are received. Payment of such Option Price will be made (a) by a check payable to the order of the Company, (b) subject to acceptance by the Board, by the transfer from the Optionee to the Company of previously acquired Common Shares of the Company, issued and outstanding for at least six (6) months prior to exercise, having a then-current aggregate fair market value, determined as of the close of business on the business day preceding the transfer, equal to the Option Price of the Shares as to which the Option is exercised, or (c) subject to acceptance by the Board, by any combination of check payment and transfer of previously acquired Common Shares. The certificate or certificates for the Shares as to which the Option has been so exercised will be registered in the name of the Optionee (or his heir(s) or legal representative(s)) and will be delivered as aforesaid to or upon the written order of such person(s). In the event the Option is exercised by any person(s) other than the Optionee, such notice will be accompanied by appropriate proof of the authority and right of such person(s) to exercise the Option. All Shares purchased upon the exercise of the Option will be fully paid and nonassessable. 5.) Adjustments for Changes in Common Stock - In the event each of the outstanding Common Shares (other than shares held by dissenting shareholders) should be changed into, or exchanged for, a different number or kind of shares of stock or other securities of the Company, or if further changes or exchanges of any stock or other securities into which the Common Shares have been changed, or for which they have been exchanged, are made (whether by reason of merger, consolidation, reorganization, recapitalization, stock dividend, reclassification, split up, combination of shares or otherwise), then for each Common Share subject to the Option there will be substituted and exchanged therefor the number and kind of shares of stock or other securities into or for which each outstanding Common Share (other than shares held by dissenting shareholders) is so changed or exchanged. In the event of any such changes or exchanges, if the Board, in its sole discretion, should determine that in order to prevent dilution or enlargement of rights hereunder an adjustment should be made in the number, kind, or option exercise price of the Shares or other securities then subject to the Option, such adjustment shall be made and shall be effective and binding for all purposes of this Agreement. In no event shall the excess of the aggregate fair market value of the shares subject to the Option immediately after any substitution, exchange, or adjustment over the aggregate option price of such shares be more than the excess of the aggregate fair market value of all shares subject to the Option immediately before the substitution, assumption, or exchange over the aggregate option price of such shares, nor shall the adjusted Option give the Optionee any additional benefits that the Optionee did not have under the old Option. 6.) "Piggyback" Registration Rights - If the Company at any time proposes to register any of its Common Shares under the Securities Act of 1933, as amended (the "Securities Act"), on a form that would also permit registration of the Option Shares it will promptly give written notice thereof to the holder of the Option Shares. Promptly upon the written request, given within thirty (30) days after mailing of any such notice to any holder of Option Shares, the Company will use its best efforts to cause all the Option Shares for which such holders shall have so requested registration, to be registered under the Securities Act. In the event that any registration pursuant to this Section 6 shall be, in whole or in part, an underwritten offering of securities of the Company, the Company may require the Option Shares, requested to be registered, to be included in the underwriting on the same terms and conditions as the Common Shares being registered and otherwise being sold through underwriters under such registration; provided, however, that if the Option Shares represent the only securities of the Company other than previously authorized but unissued to be sold in such underwritten public offering, and the managing underwriter determines, in its sole and reasonable judgment, and advises in writing that the inclusion of any or all of the Option Shares originally covered by a request for registration would interfere with the successful marketing of such previously authorized but unissued securities then (a) the number of shares of the Option Shares otherwise to be included in the underwritten public offering shall be reduced pro rata (based upon the number of shares of Option Shares for which registration was requested) among the holders thereof requesting such registration and (b) those shares of the Option Shares which are excluded from the underwritten public offering shall be withheld from the market by the holders thereof for a period, not to exceed ninety (90) days, which the managing underwriter reasonably determines to be necessary in order to effect the underwritten public offering. In connection with any registration of the Option Shares pursuant to this Section 6, the holders thereof will execute such documents reasonably required by the Company, including customary indemnification requirements. 7.) Nontransferability of Option - The Option granted under this Agreement is not transferable by the Optionee, either voluntarily or involuntarily, except by will or the laws of descent and distribution. Any attempt to do so will void the Option. The Option is exercisable only by the Optionee or the Optionee's legal representative. 8.) Rights as a Shareholder - No rights of a shareholder of the Company will inhere in the Optionee with respect to any of the Shares until this Option is duly exercised as to such Shares and the person has become holder of record of such Shares. No adjustments will be made for cash dividends or other distributions or other rights as to which there is a record date preceding the date such person becomes the holder of record of such Shares. 9.) Withholding Taxes - The Optionee acknowledges that under the law in effect as of the date of this Agreement, he will generally realize income for federal and state income tax purposes at the time of the grant and/or exercise of the Option, and further, that such income may constitute compensation subject to withholding of income taxes. At the time of any exercise of the Option, the Optionee will make arrangements with Company to satisfy any withholding tax obligations resulting from the exercise of the Option. 10.) Governing Law - This Agreement will be construed in accordance with and governed by the laws of the State of Minnesota. IN WITNESS WHEREOF, the Company and the Optionee have executed this Agreement as of the date and year first above written. COMPANY: ULTRA PAC, INC. OPTIONEE: By: ____________________________ ________________________________ Its: Calvin S. Krupa EX-4.3 4 NONQUALIFIED STOCK OPTION AGREEMENT ULTRA PAC, INC. NONQUALIFIED STOCK OPTION AGREEMENT THIS AGREEMENT, dated as of August 3, 1994, is by and between ULTRA PAC, INC., Minnesota corporation (the "Company"), and CALVIN S. KRUPA (the "Optionee"). RECITALS A. The Board of Directors of the Company (the "Board") encourages ownership of shares of the One Cent ($.01) per share par value common stock (the "Common Shares") of the Company by certain employees, directors, officers and other service providers of the Company. B. The Company desires to afford the Optionee an option to purchase the Common Shares of the Company, which option is not intended to be an "Incentive Stock Option" as defined under Section 422A of the Internal Revenue Code, as amended, and which is granted separate from any stock option plan of the Company. NOW, THEREFORE, in consideration of the promises and covenants contained herein, the Company and the Optionee hereby agree as follows: 1.) Grant of Option - The Company hereby grants to the Optionee, effective as of August 3, 1994 (the "Date of Grant"), an option (the "Option") to purchase an aggregate of twenty thousand (20,000) Common Shares (the "Option Shares") of the Company upon the terms and conditions set forth herein. 2.) Option Price - Subject to any adjustments pursuant to the provisions of Section 5, the purchase price of the Shares subject to the Option (the "Option Price") is $7.25 per share, which price is not less than one hundred percent (100%) of the fair market value of a single Common Share as of the date of this Agreement. 3.) Term of Option; Time of Exercise - (01) The term of the Option is for a period of five (5) years commencing on the Date of Grant and terminating on August 2, 1999. (02) The Option shall be exercised by the Optionee in whole or in part from and after the date hereof, provided that the shares shall be exercised in increments of five thousand (5,000) shares. (03) The Option shall become void and expire as to all unexercised Shares at 5:00 p.m. (Central Standard Time) on August 2, 1999. 4.) Exercise of Option - Manner - (01) Subject to the terms and conditions hereof, the Option may be exercised in whole or in part by written notice to the Company at its offices in Rogers, Minnesota, addressed to the attention of the president. Such notice will state the election to exercise the Option and the number of Shares being purchased, provided that the shares shall be purchased in increments of five thousand (5,000) shares, and will be signed by the person or persons so exercising the Option. The exercise of the Option will be conditioned upon the receipt from the Optionee (or his heir(s) or legal representative(s)) of a representation that, at the time of such exercise, it is the intent of such person(s) to acquire the Shares for investment and not with a view to distribution; provided, however, that the receipt of this representation will not be required upon exercise of the Option in the event that, at the time of such exercise, the Shares subject to the Option are covered by an effective registration statement under the Securities Act of 1933, as amended. The certificates for unregistered Shares issued for investment will be restricted by the Company as to transfer unless the Company receives an opinion of counsel satisfactory to the Company that such restriction is not necessary. (02) Notice of exercise of the Option will be accompanied by payment of the full Option Price of the Shares being purchased and the Company will issue and deliver a certificate or certificates representing such Shares as soon as practicable after such notice and payment are received. Payment of such Option Price will be made (a) by a check payable to the order of the Company, (b) subject to acceptance by the Board, by the transfer from the Optionee to the Company of previously acquired Common Shares of the Company, issued and outstanding for at least six (6) months prior to exercise, having a then-current aggregate fair market value, determined as of the close of business on the business day preceding the transfer, equal to the Option Price of the Shares as to which the Option is exercised, or (c) subject to acceptance by the Board, by any combination of check payment and transfer of previously acquired Common Shares. The certificate or certificates for the Shares as to which the Option has been so exercised will be registered in the name of the Optionee (or his heir(s) or legal representative(s)) and will be delivered as aforesaid to or upon the written order of such person(s). In the event the Option is exercised by any person(s) other than the Optionee, such notice will be accompanied by appropriate proof of the authority and right of such person(s) to exercise the Option. All Shares purchased upon the exercise of the Option will be fully paid and nonassessable. 5.) Adjustments for Changes in Common Stock - In the event each of the outstanding Common Shares (other than shares held by dissenting shareholders) should be changed into, or exchanged for, a different number or kind of shares of stock or other securities of the Company, or if further changes or exchanges of any stock or other securities into which the Common Shares have been changed, or for which they have been exchanged, are made (whether by reason of merger, consolidation, reorganization, recapitalization, stock dividend, reclassification, split up, combination of shares or otherwise), then for each Common Share subject to the Option there will be substituted and exchanged therefor the number and kind of shares of stock or other securities into or for which each outstanding Common Share (other than shares held by dissenting shareholders) is so changed or exchanged. In the event of any such changes or exchanges, if the Board, in its sole discretion, should determine that in order to prevent dilution or enlargement of rights hereunder an adjustment should be made in the number, kind, or option exercise price of the Shares or other securities then subject to the Option, such adjustment shall be made and shall be effective and binding for all purposes of this Agreement. In no event shall the excess of the aggregate fair market value of the shares subject to the Option immediately after any substitution, exchange, or adjustment over the aggregate option price of such shares be more than the excess of the aggregate fair market value of all shares subject to the Option immediately before the substitution, assumption, or exchange over the aggregate option price of such shares, nor shall the adjusted Option give the Optionee any additional benefits that the Optionee did not have under the old Option. 6.) "Piggyback" Registration Rights - If the Company at any time proposes to register any of its Common Shares under the Securities Act of 1933, as amended (the "Securities Act"), on a form that would also permit registration of the Option Shares it will promptly give written notice thereof to the holder of the Option Shares. Promptly upon the written request, given within thirty (30) days after mailing of any such notice to any holder of Option Shares, the Company will use its best efforts to cause all the Option Shares for which such holders shall have so requested registration, to be registered under the Securities Act. In the event that any registration pursuant to this Section 6 shall be, in whole or in part, an underwritten offering of securities of the Company, the Company may require the Option Shares, requested to be registered, to be included in the underwriting on the same terms and conditions as the Common Shares being registered and otherwise being sold through underwriters under such registration; provided, however, that if the Option Shares represent the only securities of the Company other than previously authorized but unissued to be sold in such underwritten public offering, and the managing underwriter determines, in its sole and reasonable judgment, and advises in writing that the inclusion of any or all of the Option Shares originally covered by a request for registration would interfere with the successful marketing of such previously authorized but unissued securities then (a) the number of shares of the Option Shares otherwise to be included in the underwritten public offering shall be reduced pro rata (based upon the number of shares of Option Shares for which registration was requested) among the holders thereof requesting such registration and (b) those shares of the Option Shares which are excluded from the underwritten public offering shall be withheld from the market by the holders thereof for a period, not to exceed ninety (90) days, which the managing underwriter reasonably determines to be necessary in order to effect the underwritten public offering. In connection with any registration of the Option Shares pursuant to this Section 6, the holders thereof will execute such documents reasonably required by the Company, including customary indemnification requirements. 7.) Nontransferability of Option - The Option granted under this Agreement is not transferable by the Optionee, either voluntarily or involuntarily, except by will or the laws of descent and distribution. Any attempt to do so will void the Option. The Option is exercisable only by the Optionee or the Optionee's legal representative. 8.) Rights as a Shareholder - No rights of a shareholder of the Company will inhere in the Optionee with respect to any of the Shares until this Option is duly exercised as to such Shares and the person has become holder of record of such Shares. No adjustments will be made for cash dividends or other distributions or other rights as to which there is a record date preceding the date such person becomes the holder of record of such Shares. 9.) Withholding Taxes - The Optionee acknowledges that under the law in effect as of the date of this Agreement, he will generally realize income for federal and state income tax purposes at the time of the grant and/or exercise of the Option, and further, that such income may constitute compensation subject to withholding of income taxes. At the time of any exercise of the Option, the Optionee will make arrangements with Company to satisfy any withholding tax obligations resulting from the exercise of the Option. 10.) Governing Law - This Agreement will be construed in accordance with and governed by the laws of the State of Minnesota. IN WITNESS WHEREOF, the Company and the Optionee have executed this Agreement as of the date and year first above written. COMPANY: ULTRA PAC, INC. OPTIONEE: By: ____________________________ ________________________________ Its: Calvin S. Krupa EX-4.4 5 NONQUALIFIED STOCK OPTION AGREEMENT ULTRA PAC, INC. NONQUALIFIED STOCK OPTION AGREEMENT THIS AGREEMENT, dated as of July 25, 1995, is by and between ULTRA PAC, INC., a Minnesota corporation (the "Company"), and CALVIN S. KRUPA (the "Optionee"). RECITALS A. The Board of Directors of the Company (the "Board") encourages ownership of shares of the common stock, no par value (the "Common Shares"), of the Company by certain employees, directors, officers and other service providers of the Company. B. The Company desires to afford the Optionee an option to purchase the Common Shares of the Company, which option is not intended to be an "Incentive Stock Option" as defined under Section 422 of the Internal Revenue Code, as amended, and which is granted separate from any stock option plan of the Company. NOW, THEREFORE, in consideration of the promises and covenants contained herein, the Company and the Optionee hereby agree as follows: 1.) Grant of Option - the Company hereby grants to the Optionee, effective as of July 25, 1995 (the "Date of Grant"), an option (the "Option") to purchase an aggregate of twenty thousand (20,000) Common Shares (the "Option Shares") of the Company upon the terms and conditions set forth herein. 2.) Option Price - Subject to any adjustments pursuant to the provisions of Section 5, the purchase price of the Shares subject to the Option (the "Option Price") is $6.00 per share, which price is not less than one hundred percent (100%) of the fair market value of a single Common Share as of the date of this Agreement. 3.) Term of Option; Time of Exercise - (a) The term of the Option is for a period of five (5) years commencing on the Date of Grant and terminating on July 24, 2000. (b) The Option shall be exercised by the Optionee in whole or in part from and after the date hereof, provided that the shares shall be exercised in increments of five thousand (5,000) shares. (c) The Option shall become void and expire as to all unexercised Shares at 5:00 p.m. (Central Standard Time) on July 24, 2000. 4.) Exercise of Option - Manner - (a) Subject to the terms and conditions hereof, the Option may be exercised in whole or in part by written notice to the Company at its offices in Rogers, Minnesota, addressed to the attention of the Chief Financial Officer. Such notice will state the election to exercise the Option and the number of Shares being purchased, provided that the shares shall be purchased in increments of five thousand (5,000) shares, and will be signed by the person or persons so exercising the Option. The exercise of the Option will be conditioned upon the receipt from the Optionee (or his heir(s) or legal representative(s)) of a representation that, at the time of such exercise, it is the intent of such person(s) to acquire the Shares for investment and not with a view to distribution; provided, however, that the receipt of this representation will not be required upon exercise of the Option in the event that, at the time of such exercise, the Shares subject to the Option are covered by an effective registration statement under the Securities Act of 1933, as amended. The certificates for unregistered Shares issued for investment will be restricted by the Company as to transfer unless the Company receives an opinion of counsel satisfactory to the Company that such restriction is not necessary. (b) Notice of exercise of the Option will be accompanied by payment of the full Option Price of the Shares being purchased and the Company will issue and deliver a certificate or certificates representing such Shares as soon as practicable after such notice and payment are received. Payment of such Option Price will be made (a) by a check payable to the order of the Company, (b) subject to acceptance by the Board, by the transfer from the Optionee to the Company of previously acquired Common Shares of the Company, issued and outstanding for at least six (6) months prior to exercise, having a then-current aggregate fair market value, determined as of the close of business on the business day preceding the transfer, equal to the Option Price of the Shares as to which the Option is exercised, or (c) subject to acceptance by the Board, by any combination of check payment and transfer of previously acquired Common Shares. The certificate or certificates for the Shares as to which the Option has been so exercised will be registered in the name of the Optionee (or his heir(s) or legal representative(s)) and will be delivered as aforesaid to or upon the written order of such person(s). In the event the Option is exercised by any person(s) other than the Optionee, such notice will be accompanied by appropriate proof of the authority and right of such person(s) to exercise the Option. All Shares purchased upon the exercise of the Option will be fully paid and nonassessable. 5.) Adjustments for Changes in Common Stock - In the event each of the outstanding Common Shares (other than shares held by dissenting shareholders) should be changed into, or exchanged for, a different number or kind of shares of stock or other securities of the Company, or if further changes or exchanges of any stock or other securities into which the Common Shares have been changed, or for which they have been exchanged, are made (whether by reason of merger, consolidation, reorganization, recapitalization, stock dividend, reclassification, split up, combination of shares or otherwise), then for each Common Share subject to the Option there will be substituted and exchanged therefor the number and kind of shares of stock or other securities into or for which each outstanding Common Share (other than shares held by dissenting shareholders) is so changed or exchanged. In the event of any such changes or exchanges, if the Board, in its sole discretion, should determine that in order to prevent dilution or enlargement of rights hereunder an adjustment should be made in the number, kind, or option exercise price of the Shares or other securities then subject to the Option, such adjustment shall be made and shall be effective and binding for all purposes of this Agreement. In no event shall the excess of the aggregate fair market value of the shares subject to the Option immediately after any substitution, exchange, or adjustment over the aggregate option price of such shares be more than the excess of the aggregate fair market value of all shares subject to the Option immediately before the substitution, assumption, or exchange over the aggregate option price of such shares, nor shall the adjusted Option give the Optionee any additional benefits that the Optionee did not have under the old Option. 6.) "Piggyback" Registration Rights - If the Company at any time proposes to register any of its Common Shares under the Securities Act of 1933, as amended (the "Securities Act"), on a form that would also permit registration of the Option Shares it will promptly give written notice thereof to the holder of the Option Shares. Promptly upon the written request, given within thirty (30) days after mailing of any such notice to any holder of Option Shares, the Company will use its best efforts to cause all the Option Shares for which such holders shall have so requested registration, to be registered under the Securities Act. In the event that any registration pursuant to this Section 6 shall be, in whole or in part, an underwritten offering of securities of the Company, the Company may require the Option Shares, requested to be registered, to be included in the underwriting on the same terms and conditions as the Common Shares being registered and otherwise being sold through underwriters under such registration; provided, however, that if the Option Shares represent the only securities of the Company other than previously authorized but unissued to be sold in such underwritten public offering, and the managing underwriter determines, in its sole and reasonable judgment, and advises in writing that the inclusion of any or all of the Option Shares originally covered by a request for registration would interfere with the successful marketing of such previously authorized but unissued securities then (a) the number of shares of the Option Shares otherwise to be included in the underwritten public offering shall be reduced pro rata (based upon the number of shares of Option Shares for which registration was requested) among the holders thereof requesting such registration and (b) those shares of the Option Shares which are excluded from the underwritten public offering shall be withheld from the market by the holders thereof for a period, not to exceed ninety (90) days, which the managing underwriter reasonably determines to be necessary in order to effect the underwritten public offering. In connection with any registration of the Option Shares pursuant to this Section 6, the holders thereof will execute such documents reasonably required by the Company, including customary indemnification requirements. 7.) Nontransferability of Option - The Option granted under this Agreement is not transferable by the Optionee, either voluntarily or involuntarily, except by will or the laws of descent and distribution. Any attempt to do so will void the Option. The Option is exercisable only by the Optionee or the Optionee's legal representative. 8.) Rights as a Shareholder - No rights of a shareholder of the Company will inhere in the Optionee with respect to any of the Shares until this Option is duly exercised as to such Shares and the person has become holder of record of such Shares. No adjustments will be made for cash dividends or other distributions or other rights as to which there is a record date preceding the date such person becomes the holder of record of such Shares. 9.) Withholding Taxes - The Optionee acknowledges that under the law in effect as of the date of this Agreement, he will generally realize income for federal and state income tax purposes at the time of the grant and/or exercise of the Option, and further, that such income may constitute compensation subject to withholding of income taxes. At the time of any exercise of the Option, the Optionee will make arrangements with Company to satisfy any withholding tax obligations resulting from the exercise of the Option. 10.) Governing Law - This Agreement will be construed in accordance with and governed by the laws of the State of Minnesota. IN WITNESS WHEREOF, the Company and the Optionee have executed this Agreement as of the day and year first above written. COMPANY: ULTRA PAC, INC. OPTIONEE: By: ____________________________ ________________________________ Brad C. Yopp Calvin S. Krupa Chief Financial Officer EX-5.1 6 LEGAL OPINION [LETTERHEAD OF: LARKIN, HOFFMAN, DALY & LINDGREN, LTD.] May 9, 1996 Ultra Pac, Inc. 21925 Industrial Boulevard Rogers, Minnesota 55374 Re: Ultra Pac, Inc. (the "Company") Registration Statement on Form S-8 Nonstatutory Stock Option Agreements Ladies and Gentlemen: We have examined: (a) the Registration Statement on Form S-8 (the "Registration Statement") to be filed with the Securities and Exchange Commission under the Securities Act of 1933, as amended, relating to the issuance by you of 80,000 shares of the Company's Common Stock, no par value (the "Common Stock") in the manner set forth in the Registration Statement; (b) the Company's Restated Articles of Incorporation and Bylaws, both as amended to date; and (c) the Company's corporate proceedings relative to your organization and to the issuance of the Common Stock. In addition to the examination outlined above, we have reviewed such other proceedings, documents, and records and have ascertained or verified such additional facts as we deem necessary or appropriate for purposes of this opinion. Based upon the foregoing, we are of the opinion that: 1. Ultra Pac, Inc. has been legally incorporated and is validly existing under the laws of the State of Minnesota. 2. The Common Stock being issued by you as contemplated in the Registration Statement will, when issued, be validly issued, fully paid, and nonassessable. We hereby consent to the use of this opinion as an exhibit to the Registration Statement. In giving this consent, we do not admit hereby that we come within the category of persons whose consent is required under Section 7 of the Securities Act of 1933 or the rules and regulations of the Securities and Exchange Commission thereunder. Sincerely, /s/ LARKIN, HOFFMAN, DALY & LINDGREN, Ltd. LARKIN, HOFFMAN, DALY & LINDGREN, Ltd. EX-23.1 7 CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS Exhibit 23.1 CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS We have issued our report dated April 13, 1996 (except for notes E and H, as to which the date is April 26, 1996) accompanying the financial statements and our report dated April 26, 1996 accompanying the schedule of Ultra Pac, Inc. included in the Annual Report on Form 10-K for the year ended January 31, 1996, which are incorporated by reference in this Registration Statement. We consent to the incorporation by reference in the Registration Statement of the aforementioned reports. /s/ Divine, Scherzer & Brody, Ltd St. Paul, Minnesota April 26, 1996 -----END PRIVACY-ENHANCED MESSAGE-----