-----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, CnKvVCJmZhSewN9eWGq+TYOYN03uMaScl+KN2Y2J8fe/LgceS+LbrmgaeIWQ13XA +sarvxPPDHLwRyLSbgBZaA== 0000896415-96-000081.txt : 19960910 0000896415-96-000081.hdr.sgml : 19960910 ACCESSION NUMBER: 0000896415-96-000081 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 5 FILED AS OF DATE: 19960909 EFFECTIVENESS DATE: 19960928 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: AEROVOX INC CENTRAL INDEX KEY: 0000856164 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRICAL INDUSTRIAL APPARATUS [3620] IRS NUMBER: 760254329 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-11615 FILM NUMBER: 96627529 BUSINESS ADDRESS: STREET 1: 370 FAUNCE CORNER RD CITY: NORTH DARTMOUTH STATE: MA ZIP: 02747 BUSINESS PHONE: 5089958000 MAIL ADDRESS: STREET 1: 370 FAUNCE CORNER RD CITY: NORTH DARTMOUTH STATE: MA ZIP: 02747-1217 S-8 1 S-8 FILING Filed with the Securities and Exchange Commission on September 9, 1996 Registration No.333- - ------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 -------------- FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 -------------- AEROVOX INCORPORATED (Exact name of issuer as specified in its charter) Delaware 76-0254329 -------------- ------------- (State or other jurisdiction (I.R.S. Employer of incorporation or organization) Identification No.) 370 Faunce Corner Road, N. Dartmouth, Massachusetts 02747 --------------------------------------------------------- (Address of Principal Executive Offices, Including Zip Code) Non-Statutory Stock Option Award Agreement for Robert Elliott ------------------------------------------------------------- (Full title of the plan) Jeffrey A. Templer, Senior Vice President Aerovox Incorporated 370 Faunce Corner Road N. Dartmouth, Massachusetts 02747 ------------- (Name and Address of Agent for Service) (508) 995-8000 ------------------------------------------------- (Telephone number, including area code, of agent for service) CALCULATION OF REGISTRATION FEE -------------------------------
Proposed maximum Proposed maximum Amount of Title of securities to be Amount to be offering price per aggregate offering registration registered registered share (1) price (1) fee - ---------- ---------- --------- --------- --- Common Stock, $1.00 par value (including preferred share purchase rights) 50,000 shares (2) $6 3/16 $309,375 $107.00 - ---------------- ------------- -------------- ------------- -------
(1) Estimated solely for the purpose of determining the registration fee pursuant to Rule 457, based on the average of the high and low sale price of the Common Stock on the NASDAQ National Market System on September 3, 1996. -1- (2) Plus such indeterminate number of additional shares as may be required in the event of a stock dividend, stock split or combination of shares, reverse stock split or other change in the capitalization of Aerovox Incorporated. Prior to the occurrence of certain events the Preferred Share Purchase Rights will not be evidenced separately from the Common Stock. -2- Item 3. Incorporation of Certain Documents by Reference ----------------------------------------------- The following documents filed with the Securities and Exchange Commission (the "SEC") are incorporated herein by reference: (a) Aerovox's Annual Report on Form 10-K for the fiscal year ended December 30, 1995, filed pursuant to the Exchange Act. (b) Aerovox's Quarterly Reports on Form 10-Q for the fiscal quarters ended March 30 and June 29, 1996, filed pursuant to the Exchange Act. (c) The description of Aerovox's Common Stock contained in the Aerovox Information Statement dated February 9, 1990, filed as an exhibit to Amendment on Form 8 filed with the SEC on February 15, 1990 to the Company's Registration Statement on Form 10 filed with the SEC on October 11, 1989. All reports and other documents subsequently filed by the Company pursuant to Section 13(a) or (c), 14 or 15(d) of the Exchange Act prior to the filing of a post-effective amendment which indicates that all securities offered hereby have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference herein and to be a part hereof from the date of the filing of such reports and documents. Item 6. Indemnification of Directors and Officers ----------------------------------------- Section 145 of the Delaware General Corporation Law, as amended, provides that a corporation may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal or investigative (other than an action by or in the right of the corporation) by reason of the fact that he is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit or proceeding if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. Section 145 further provides that a corporation similarly may indemnify any such person serving in any such capacity who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor, against expenses actually and reasonably incurred in connection with the defense or settlement of such action or suit if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation and except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the corporation unless and only to the extent that the Delaware Court of Chancery or such other court in which such action -3- or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the Court of Chancery or such other court shall deem proper. Section 102(b)(7) of the Delaware General Corporation Law, as amended, permits a corporation to include in its certificate of incorporation a provision eliminating or limiting the personal liability of a director to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, provided that such provision shall not eliminate or limit the liability of a director (i) for any breach of the director's duty of loyalty to the corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Section 174 of the Delaware General Corporation Law (relating to unlawful payment of dividends and unlawful stock purchase and redemption) or (iv) for any transaction from which the director derived an improper personal benefit. Aerovox's Restated Certificate of Incorporation (the "Aerovox Certificate") provides that each person who is or was a party, or is threatened to be made a party, to any action, suit, proceeding or claim by reason of the fact that he or she is or was or has agreed to be a director or officer of Aerovox (or is or was serving at the request of Aerovox as a director, officer, partner, trustee, employee or agent for any other entity) shall be indemnified and held harmless by Aerovox, to the full extent authorized by Delaware law, as in effect from time to time, against all expenses (including attorneys' fees), judgments, fines, penalties and amounts paid in settlement incurred by such person in connection with the investigation, preparation to defend or defense of such action, suit, proceeding or claim. The rights to indemnification and the payment of expenses provided by the Aerovox Certificate do not apply to any action, suit, proceeding or claim initiated by or on behalf of a person otherwise entitled to the benefit of such provisions. Any person seeking indemnification under the Aerovox Certificate shall be deemed to have met the standard of conduct required for such indemnification unless the contrary shall be established. The Aerovox Certificate provides that the rights to indemnification and the payment of expenses provided thereby shall not be exclusive of any other right which any person may have or acquire under any provision of the Aerovox By-Laws, or otherwise. Any repeal or modification of such indemnification provisions shall not adversely affect any right or protection of a director or officer with respect to any conduct of such director or officer occurring prior to such repeal or modification. Aerovox has also entered into Indemnification Agreements with each director and certain officers of Aerovox and its subsidiary, Aerovox Canada. The Indemnification Agreements provide a number of procedures, presumptions and remedies used in the determination of the rights of the director or officer to indemnification. These procedures, presumptions and remedies substantially broaden the indemnity rights of directors and officers beyond -4- that provided by the Aerovox Certificate. If an action against an indemnified party is dismissed with or without prejudice, the defense is deemed to have been successful and the indemnification is required to be made. The Indemnification Agreements provide that expenses must be paid within twenty days of the indemnification request (otherwise a determination in favor of the indemnified party is deemed to have been made). If there is a change in control of Aerovox (as defined in the Indemnification Agreement), the indemnified party is presumed to be entitled to indemnification (although Aerovox may overcome this presumption). The indemnified party may require that independent counsel make the determination of entitlement and may choose such counsel, subject to objection by Aerovox on limited grounds. If a determination of entitlement is made, Aerovox is bound, but if the indemnified party has previously been denied indemnification pursuant to the terms of the Indemnification Agreement he or she is entitled to seek a de novo determination from a court. Aerovox is precluded from challenging the validity of the procedures and presumptions contained in the Indemnification Agreement in any court proceeding. The Indemnification Agreement covers proceedings brought on or after the date of the execution of the particular Indemnification Agreement, including proceedings based on acts prior to the date of that Agreement. Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the Company pursuant to the foregoing provisions, or otherwise, the Company has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. -5- Item 8. Exhibits -------- Exhibit No. Description of Exhibit - ----------- ---------------------- 4.1 Non-Statutory Stock Option Award Agreement. 5.1 Opinion of Ropes & Gray. 24.1 Consent of Coopers & Lybrand, L.L.P.. 25.1 Power of Attorney is included in this Registration Statement under the caption "Signatures". Item 9. Undertakings ------------ (a) The undersigned Registrant hereby undertakes: (1) To file, during any period in which offers or sales are being made of the securities registered hereby, a post-effective amendment to this Registration Statement: (i) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933; (ii) To reflect in the Prospectus any facts or events arising after the effective date of this Registration Statement (or the most recent post-effective amendment hereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in this Registration Statement; (iii) To include any material information with respect to the plan of distribution not previously disclosed in this Registration Statement or any material change to such information in this Registration Statement; provided, however, that the undertakings set forth in paragraphs (i) and (ii) above do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed by the Registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in this Registration Statement. (2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (3) To remove from registration by means of a post-effective amendment any of the securities being registered hereby which remain unsold at the termination of the offering. -6- (b) The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at the time shall be deemed to be the initial bona fide offering thereof. (c) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue. -7- SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned thereunto duly authorized, in the Town of North Dartmouth, State of Massachusetts on September 3, 1996. AEROVOX INCORPORATED By /S/ Robert Elliot ------------------ Robert Elloitt President, Chief Executive Officer -8- EX-99 2 EXHIBIT 25.1 POWER OF ATTORNEY We, the undersigned officers and directors of Aerovox Incorporated, hereby severally constitute Robert Elliott and Jeffrey A. Templer and each of them singly, our true and lawful attorneys, with full power to them and each of them to sign for us, and in our names in the capacities indicated below, any and all registration statements and amendments to registration statements filed with the Securities and Exchange Commission for the purpose of registering Common Stock of Aerovox Incorporated, hereby ratifying and confirming our signatures as they may be signed by our said attorneys to any and all said registration statements and amendments to registration statements. Signature Capacity Date --------- -------- ---- /S/ JOHN F. BRENNAN Director September 1, 1996 - ---------------------------- John F. Brennan /S/ ROBERT ELLIOTT President, Chief September 1, 1996 - ---------------------------- Executive Officer Robert Elliott and Director /S/ JAMES B. HANGSTEFER Director September 1, 1996 - ---------------------------- James B. Hangstefer /S/ DENNIS HOROWITZ Director September 1, 1996 Dennis Horowitz /S/ WILLIAM G. LITTLE Director September 1, 1996 - ---------------------------- William G. Little /S/ RONALD F. MURPHY Director September 1, 1996 - ---------------------------- Ronald F. Murphy /S/ BENEDICT P. ROSEN Director September 1, 1996 - ---------------------------- Benedict P. Rosen /S/ JOHN L. SPRAGUE Director September 1, 1996 - ---------------------------- John L. Sprague /S/ CLIFFORD H. TUTTLE, JR. Chairman of September 1, 1996 - ---------------------------- the Board of Clifford H. Tuttle, Jr. Directors -9- Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated. Signature Capacity Date /S/ ROBERT ELLIOTT President, Chief September 1, 1996 - ------------------------------ Executive Officer Robert Elliott (Principal Executive Officer)and Director /S/ JEFFREY A. TEMPLER Senior Vice President, September 1, 1996 Jeffrey A. Templer Finance (Principal Accounting Officer) /S/ JOHN F. BRENNAN Director September 1, 1996 - ------------------------------ John F. Brennan /S/ JAMES B. HANGSTEFER Director September 1, 1996 - ------------------------------ James B. Hangstefer /S/ DENNIS HOROWITZ Director September 1, 1996 Dennis Horowitz /S/ WILLIAM G. LITTLE Director September 1, 1996 - ------------------------------ William G. Little /S/ RONALD F. MURPHY Director September 1, 1996 - ------------------------------ Ronald F. Murphy /S/ BENEDICT P. ROSEN Director September 1, 1996 - ------------------------------ Benedict P. Rosen /S/ JOHN L. SPRAGUE Director September 1, 1996 - ------------------------------ John L. Sprague /S/ CLIFFORD H. TUTTLE Chairman of the September 1, 1996 - ------------------------------ Board of Clifford H. Tuttle Directors -10- EXHIBIT INDEX Exhibit No. Exhibit Page - ----------- ------- ---- 4.1 Non-Statutory Stock Option Award Agreement. 5.1 Opinion of Ropes & Gray. 24.1 Consent of Coopers & Lybrand L.L.P.. 25.1 Power of Attorney (included in this Registration Statement under caption "Signatures"). -11- EX-99 3 EXHIBIT 4.1 Aerovox Incorporated Non-Statutory Stock Option Award Agreement ------------------------------------------ AGREEMENT made as of the date set forth below by and between Aerovox Incorporated, a Delaware corporation (together with its subsidiaries, "Aerovox" or the "Company") and Robert Elliott (the "Optionee"). WITNESSETH THAT: WHEREAS on December 18, 1995, as an inducement for Optionee's entering into an employment arrangement with Aerovox, Aerovox entered into a letter agreement with Optionee (the "Letter Agreement") pursuant to which it agreed that Optionee would receive on the first day of his employment an option to purchase 50,000 shares of Aerovox Common Stock ("Stock") and on the date he becomes Chief Executive Officer of Aerovox an option to purchase an additional 50,000 shares of stock. WHEREAS, Optionee has now become Chief Executive Officer of Aerovox, and pursuant to the Letter Agreement the Board of Directors of Aerovox has awarded the Optionee a stock option on the terms hereinafter set forth; WHEREAS the Optionee has agreed to such terms; NOW, THEREFORE, Aerovox and the Optionee agree as follows: 1. Definitions. As used herein: "Committee" means the Compensation Committee of the Board of Directors. "Fair Market Value" on any given date means the highest closing sale price on the date immediately preceding the date in question of a share of Stock on the Composite Tape for New York Stock Exchange Listed Stocks, or if such Stock is not quoted on the Composite Tape, on the New York Stock Exchange, or, if such Stock is not listed on such Exchange, on the principal United States securities exchange registered under the Securities Exchange Act of 1934 on which such Stock is listed, or, if such Stock is not listed on any such exchange, the highest closing bid quotation with respect to a share of such Stock on the date immediately preceding the date in question on the National Association of Securities Dealers, Inc. Automated Quotation System or any similar system then in use, or if no such quotation system is available, the fair market value on the date in question as determined in good faith by the Committee in accordance with the applicable provisions of the Internal Revenue code of 1986, as amended. -1- 2. Grant of Option. This Agreement evidences the grant by the Company ---------------- to the Optionee, pursuant to the Letter Agreement, of an option to purchase 50,000 of shares of Stock (the "Option"). The date of grant of the Option is August 15, 1996 (the "grant date"). The Option is intended not to qualify as an "incentive stock option" under Section 422 of the Internal Revenue Code of 1986, as amended, and this Agreement shall be construed accordingly. 3. Exercise Price. The price at which the Optionee may purchase --------------- shares under the Option (the "Exercise Price") is $[INSERT 8/31/96 CLOSING PRICE]. 4. Exercisability of Option. The Option shall be exercisable as ------------------------- follows (expressed as a percentage of the total number of shares covered by the Option): Period of Exercise Percentage Prior to the first anniversary of the grant date - 0 - On or after the first anniversary of the grant date 20% On or after the second anniversary of the grant date 40% On or after the third anniversary of the grant date 60% On or after the fourth anniversary of the grant date 80% On or after the fifth anniversary of the grant date 100% provided, that the Option shall in no event be exercisable after the day immediately preceding the tenth anniversary of the grant date (the "Final Exercise Date"); and further provided, that exercisability of the Option shall be subject to the provisions of Paragraphs 5-9 below and Paragraphs 11 and 12 below (concerning mergers and certain other events). The Committee may at any time and from time to time, in its complete discretion, accelerate the exercisability of the Option. The Option is not exercisable to the extent that, and at such times as, it relates to a fractional share. The Option may not be exercised unless the Optionee has continuously held, since the date of exercise of any previously exercised options, a number of shares equal to 40% of the aggregate number of shares acquired pursuant to such -2- previously exercised options, or portions thereof (whether granted under the Aerovox 1989 Stock Incentive Plan, this Agreement or otherwise). 5. Method of Exercise. The Option may be exercised in whole or in ------------------- part by delivery of written notice of exercise (the "exercise form") accompanied by payment in full of the Exercise Price for the number of shares being purchased plus any applicable withholding taxes required under Paragraph 15 below. Payment of the Exercise Price shall be made (i) by certified or bank cashier's check, or (ii) by delivery of unrestricted shares of Common Stock, held by the Optionee for at least six months, which have a Fair Market Value (determined as of the business day immediately preceding the date the exercise form is delivered to the Company) equal to the Exercise Price, or (iii) by a combination of the means of payment described in (i) and (ii) above. The exercise form shall specify the number of shares with respect to which the Option is being exercised. As soon as practicable following receipt of the exercise form and payment in full of the Exercise Price and any related withholding, the Company shall deliver a certificate or certificates for the number of shares of Common Stock specified in the exercise form. Alternatively, such notice shall be accompanied by irrevocable instructions to a registered broker to promptly deliver to the Company the amount of any sale proceeds to pay the exercise price. 6. Termination of Employment. In the event the Optionee ceases to be -------------------------- employed by the Company for any reason other than death or disability, the Option shall (unless otherwise determined by the Committee) immediately terminate except as to those shares for which it was exercisable immediately prior to termination of employment (the "residual shares"). Following such termination of employment, the Option shall continue to be exercisable with respect to the residual shares for a period of three months (or such loner period up to three years as the Committee shall determine) but in no event beyond the Final Exercise Date, and shall then expire. 7. Termination by Reason of Disability. In the event the Optionee's ------------------------------------ employment by the Company terminates or is terminated by reason of permanent disability, the Option to the extent it was exercisable at the time or such termination (or on such accelerated basis as the Board of Directors or the Committee shall at anytime determine prior to such termination), shall remain exercisable for a period of three years following such termination of employment but in no event beyond the Final Exercise Date, and shall then expire. For purposes of the preceding sentence, "disability" means permanent and total disability as determined by the Committee consistent with the standards set forth in the Company's long-term disability plan for employees. 8. Death. In the event the Optionee dies while employed by the ------ Company, the Option to the extent it was exercisable at the time or such termination (or on such accelerated basis as the board of Directors or the Committee shall at anytime determine prior to such termination), shall be exercisable, by the person or persons to whom the Option is transferred by will or by the laws of descent and distribution, for a period of three years following the Optionee's death or until the Final Exercise Date if earlier, and shall then expire. -3- 9. Certain Agreements. ------------------- (a) Upon exercise of the Option, the Committee may require Optionee to represent and agree in writing that he is acquiring the shares without a view to distribution thereof. No shares will be issued pursuant to the Option until all applicable securities laws and other legal requirements have been satisfied. (b) Shares acquired or deemed to have been acquired pursuant to exercise of the Option shall bear such legend or legends as the Committee may determine reflecting any applicable restrictions under this Section or the agreements referred to in this Section. 10. Non-transferability of Option; Authorized Representative, Etc.. --------------------------------------------------------------- The Option may not be transferred other than by will or the laws of descent and distribution, nor may it be otherwise assigned, transferred, pledged, hypothecated, or disposed of in any way (by operation of law or otherwise), nor shall it be subject to execution, attachment or similar process. During the lifetime of the Optionee the Option may be exercised only by the Optionee or the Optionee's duly appointed guardian or representative. Following the death of the Optionee, the Option may be exercised (to the extent provided under Paragraph 8 above) by the person or persons to whom the Option is transferred by will or the laws of descent and distribution. 11. Change in Common Stock. The number and kind of shares subject to ----------------------- the Option, and the Exercise Price, are subject to adjustment upon the same terms and conditions as provided in Sections 3(b) and 3(c) of the Aerovox Incorporated 1989 Stock Incentive Plan, as from time to time amended (the "1989 Plan") to reflect the transactions and events described therein. 12. Certain Transactions. --------------------- (a) Notwithstanding any other provision of this Agreement, in the event of any Change in Control (as defined in Exhibit A hereto), the Option, to the extent not otherwise exercisable, shall be treated for purposes of Paragraph 6 as having become fully exercisable immediately prior to such Change of Control. (b) In the event of a consolidation or merger involving Aerovox in which Aerovox is not the surviving corporation, or in the event of a transaction or series of related transactions that result in the acquisition of all or substantially all of Aerovox's outstanding Common Stock by a single person or entity or by a group of persons or entities acting in concert, or in the event of the sale or transfer of all or substantially all of the Company's assets, the Option shall expire and cease to be exercisable, provided that the Committee shall arrange, subject to consummation of the merger, consolidation, transaction or sale of assets, to have the acquiror or an affiliate thereof grant a replacement option or other replacement award containing terms which the Committee, in its sole discretion, determines to be equitable under the circumstances. -4- (c) Notwithstanding any other provision of this Agreement, during the 60-day period from and after the date of a Change of Control, the Optionee shall have the right (by giving written notice to the Company in form satisfactory to the Committee) to surrender all or part of a Option to the Company and to receive an amount in cash equal to the excess of the aggregate Value (as defined below) of the shares of Stock covered by the Option, or portion thereof surrendered, determined on the date the Option is exercised, over the aggregate Exercise Price of such shares (such excess is referred to herein as the "Aggregate Spread"); provided, however, and notwithstanding any other provisions of this Agreement, if the end of such 60 day period from and after the date of a Change of Control is within six months of the date of grant of a Option then, unless (i) a merger with the Company will occur in connection with the Change of Control, (ii) such merger is not effective until more than six months from the date of grant and (iii) upon the effectiveness of such merger the Option will be canceled in exchange for the Aggregate Spread, the stock option shall either remain outstanding notwithstanding the cancellation of Stock Options generally upon the effectiveness of such merger or shall be exchanged for a fully exercisable option of the surviving corporation of such merger (or its parent corporation) on an economically equivalent basis as set forth in Section 1.425-1 of the Treasury Income Tax Regulations. As used in this Section 12(c) the term "Value" means the higher of (i) the highest Fair Market Value (as defined in Section 1) during the 60-day period prior to the date of a Change of Control and (ii) if the Change of Control is the result of a transaction or series of transactions described in paragraphs (i), (ii) or (iii) of the definition of Change of Control set forth in Exhibit A, the highest price per share of the Stock paid in such transaction or series of transaction (which in the case of paragraph (i) shall be the highest price per share of the Stock as reflected in Schedule 13D by the person having made the acquisition). 13. Restriction on Issuance of Shares. The Company shall not be ---------------------------------- obligated to sell or issue any shares pursuant to the Option unless the shares with respect to which the Option is being exercised are at that time effectively registered or exempt from registration under the Securities Act of 1933, as amended. 14. Rights as a Stockholder. The Optionee shall have no rights as a ------------------------ stockholder with respect to any shares covered by the Option until the date of issuance of a stock certificate to him for such shares. No adjustment shall be made for dividends or other rights for which the record date is prior to the date such stock certificate is issued. 15. Certain Tax Matters. The Optionee (or, in the event the Option is -------------------- exercised following the death of the Optionee, the person or persons then exercising the Option) shall, as a condition of exercise, pay to the Company in cash or by check acceptable to the Company the full amount of any tax withholding required to be paid in connection with such exercise or make other provision satisfactory to the Company for any such tax withholding, all as determined by the Committee. Without limiting the foregoing, the Committee may provide for any withholding through deductions from other amounts due the Optionee, by permitting the withholding of shares deliverable under the Option or the delivery of previously owned shares (provided, that such withholding or delivery shall not be in an amount exceeding required -5- federal, state and local withholding), or by requiring that the Optionee or other person exercising the Option pay over the required withholding in cash or by check acceptable to the Company. 16. Employment Rights. Nothing herein shall confer on the Optionee ------------------ any rights to continue in the employ of the Company; affect the right of the Company to terminate the Optionee's employment at any time; or be deemed a waiver or modification of any provision contained in any agreement between the Optionee and the Company. The loss of existing or potential profit in the Option shall in no event constitute an element of damages in the event of termination of employment of the Optionee, regardless of the circumstances of such termination. 17. Interpretation; Disputes. The Committee shall have the power ------------------------- and authority to interpret the terms and conditions this Agreement and the Option and to decide all disputes arising in connection therewith. All decisions and interpretations by the Committee shall be binding on the parties hereto. 18. Governing Law. This Agreement shall be governed by and construed -------------- in accordance with the laws of the Commonwealth of Massachusetts. EXECUTED as a sealed instrument at North Dartmouth, Massachusetts, as of the date set forth below. Aerovox Incorporated By: /S/ Clifford H. Tuttle ----------------------- Clifford H. Tuttle, Chairman /S/ Robert Elliot ----------------- Robert Elliott Dated as of: September 1, 1996 -6- EX-99 4 EXHIBIT 5.1 September 9, 1996 Aerovox Incorporated 370 Faunce Corner Road North Dartmouth, Massachusetts 02747 Ladies and Gentlemen: This opinion is furnished to you in connection with a registration statement on Form S-8 and all exhibits thereto (the "Registration Statement"), filed with the Securities and Exchange Commission under the Securities Act of 1933, as amended, for the registration of 50,000 shares of common stock, $1.00 par value (the "Shares"), of Aerovox Incorporated, a Delaware corporation (the "Company"). The Shares are to be sold pursuant to the Company's Non-Statutory Stock Option Award Agreement for Robert Elliott (the "Agreement"). We have acted as counsel for the Company and are familiar with the actions taken by the Company in connection with the Agreement. For purposes of this opinion we have examined the Registration Statement, the Agreement and such other documents, records, certificates and other instruments as we have deemed necessary. We express no opinion as to the applicability of, compliance with or effect of federal law or the law of any jurisdiction other than the General Corporation Law of Delaware. Based upon the foregoing, we are of the opinion that, when the Shares have been issued and sold and consideration received therefor by the Company all in accordance with the terms of the Agreement, the Shares will be validly issued, fully paid and nonassessable. -1- September 9, 1996 We hereby consent to your filing this opinion as an exhibit to the Registration Statement and to the use of our name therein. It is understood that this opinion is to be used only in connection with the offer and sale of the Shares while the Registration Statement is in effect. Very truly yours, /S/ Ropes & Gray ---------------- ROPES & GRAY -2- EX-99 5 EXHIBIT 24.1 CONSENT OF INDEPENDENT ACCOUNT We consent to the incorporation by reference in the Registration Statement of Aerovox Incorporated on Form S-8 of our reports dated February 28, 1996, on our audits of the consolidated financial statements and the financial statement schedule of Aerovox Incorporated as of December 30, 1995, and December 31, 1994, and for the years ended December 30, 1995, December 31, 1994, and January 1, 1994 which reports are included or incorporated by reference in the Annual Report on Form 10-K. /S/ Coopers & Lybrand L.L.P. COOPERS & LYBRAND L.L.P. Boston, Massachusetts September 4, 1996 -1- -----END PRIVACY-ENHANCED MESSAGE-----