-----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, J4q9/Q/ACVqdQxt+rUWjZMlXXjlpuFG3Y6517kF26ArDgeJDcY1IROESdpZDIIRL lXNpXeF4ABYAQC6SPyZV/A== 0000090045-97-000004.txt : 19970423 0000090045-97-000004.hdr.sgml : 19970423 ACCESSION NUMBER: 0000090045-97-000004 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 5 FILED AS OF DATE: 19970421 EFFECTIVENESS DATE: 19970421 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: SI HANDLING SYSTEMS INC CENTRAL INDEX KEY: 0000090045 STANDARD INDUSTRIAL CLASSIFICATION: CONSTRUCTION, MINING & MATERIALS HANDLING MACHINERY & EQUIP [3530] IRS NUMBER: 221643428 STATE OF INCORPORATION: PA FISCAL YEAR END: 0225 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-25555 FILM NUMBER: 97584492 BUSINESS ADDRESS: STREET 1: 600 KUBLER ROAD CITY: EASTON STATE: PA ZIP: 18044-0070 BUSINESS PHONE: 6102527321 MAIL ADDRESS: STREET 1: P O BOX 70 CITY: EASTON STATE: PA ZIP: 18040 S-8 1 FORM S-8 As filed with the Securities and Exchange Commission on April 21, 1997 Registration No. 333- - -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 SI HANDLING SYSTEMS, INC. ------------------------------------------------------ (Exact name of registrant as specified in its charter) Pennsylvania 22-1643428 ------------------------------- ------------------------------------ (State or other jurisdiction of (I.R.S. Employer Identification No.) incorporation or organization) 600 Kuebler Road Easton, Pennsylvania 18040-9295 - ---------------------------------------- ---------- (Address of Principal Executive Offices) (Zip Code) SI Handling Systems, Inc. 1992 Incentive Stock Option Plan and SI Handling Systems, Inc. 1982 Incentive Stock Option Plan ---------------------------------------------------------- (Full title of the plans) Leonard S. Yurkovic President and Chief Executive Officer SI Handling Systems, Inc. 600 Kuebler Road Easton, Pennsylvania 18040-9295 --------------------------------------- (Name and address of agent for service) (610) 252-7321 ------------------------------------------------------------- (Telephone number, including area code, of agent for service) Copies to: Donald A. Scott, Esquire Morgan, Lewis & Bockius LLP 2000 One Logan Square Philadelphia, Pennsylvania 19103-6993 (215) 963-5000 CALCULATION OF REGISTRATION FEE - -------------------------------------------------------------------------------
Proposed Proposed maximum maximum Amount offering aggregate Amount of Title of securities to be price per offering registration to be registered (1) registered share (2) price fee - -------------------- ------------- --------- ------------- ------------ Common Stock, $1.00 par value 81,947 shares $18.25 $1,495,532.75 $453.19 - ------------------------------------------------------------------------------- (1) This Registration Statement covers shares of Common Stock of the Company that may be offered or sold pursuant to the SI Handling Systems, Inc. 1992 Incentive Stock Option Plan or the SI Handling Systems, Inc. 1982 Incentive Stock Option Plan. (2) Calculated pursuant to Rule 457(h) under the Securities Act of 1933, based upon the average of the high and low sales prices of the Company's Common Stock, as reported on the Nasdaq National Market tier of the Nasdaq Stock Market, of $18.25 per share on April 18, 1997. (3) Pursuant to Rule 416 under the Securities Act of 1933, this Registration Statement also covers such additional shares as may hereinafter be offered or issued to prevent dilution resulting from stock splits, stock dividends, recapitalizations or certain other capital adjustments.
II-1 PART II ------- INFORMATION REQUIRED IN THE REGISTRATION STATEMENT -------------------------------------------------- Item 3. Incorporation of Documents by Reference. ---------------------------------------- The following documents filed by SI Handling Systems, Inc. (the "Registrant") with the Securities and Exchange Commission pursuant to the Securities Exchange Act of 1934 are incorporated in this registration statement by reference: 1. The Registrant's Annual Report on Form 10-K for the fiscal year ended March 3, 1996. 2. The Registrant's Quarterly Reports on Form 10-Q for the periods ended June 2, 1996, September 1, 1996, and December 1, 1996. 3. The Registrant's Current Report on Form 8-K dated October 22, 1996. 4. The description of the Registrant's shares of Common Stock, $1.00 par value (the "Common Stock"), contained in the Registration Statement on Form 10, filed by the Company with the Securities and Exchange Commission to register such securities under the Securities Exchange Act of 1934. All documents filed by the Registrant pursuant to Section 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934 after the date of this registration statement and prior to the filing of a post-effective amendment to this registration statement 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 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 by reference herein shall be deemed to be modified or superseded for purposes hereof to the extent that a statement contained herein (or in any other subsequently filed document which also is incorporated by reference herein) modifies or supersedes such statement. Any statement so modified or superseded shall not be deemed to constitute a part hereof except as so modified or superseded. Experts ------- The financial statements of the Registrant as of March 3, 1996 and for each of the years in the three-year period ended March 3, 1996, included in the Registrant's Annual Report on Form 10-K for the fiscal year ended March 3, 1996, have been incorporated by reference in the registration statement in reliance upon the report of KPMG Peat Marwick LLP, independent certified public accountants, incorporated by reference herein, and upon the authority of said firm as experts in accounting and auditing. To the extent that KPMG Peat Marwick LLP audits and reports on financial statements of the Registrant issued at future dates, and consents to the use of their report thereon, such financial statements also will be incorporated by reference in the registration statement in reliance upon their report and said authority. Item 4. Description of Securities. -------------------------- Not applicable. II-1 Item 5. Interests of Named Experts and Counsel. --------------------------------------- Not applicable. Item 6. Indemnification of Directors and Officers. ------------------------------------------ Sections 1741-1750 of the Pennsylvania Business Corporation Law of 1988 ("BCL") provides the Company has the power to indemnify any person acting in his or her capacity as a representative of the Company who was or is a party or is threatened to be made a party to any action or proceeding against expenses, judgments, penalties, fines and amounts paid in settlement in connection with such action or proceeding subject to the conditions set forth therein. As permitted by BCL Section 1746, the By-Laws of the Company provide for indemnification of its officers and directors against liability and expenses incurred in the defense of any action, suit or proceeding in which they, or any of them, are a party by reason of being or having been directors or officers of the Company, except where the act or failure to act giving rise to the claim for indemnification is determined by a court to have constituted willful misconduct or recklessness. The Company maintains directors and officers' liability insurance to insure against certain liabilities incurred in their capacity as such. Item 7. Exemption from Registration Claimed. ------------------------------------ Not applicable. Item 8. Exhibits. --------- The following Exhibits are filed as part of this Registration Statement: 5.1 Opinion of Morgan, Lewis & Bockius LLP 10.3 SI Handling Systems, Inc. 1982 Incentive Stock Option Plan 10.4 SI Handling Systems, Inc. 1992 Incentive Stock Option Plan 23.1 Consent of KPMG Peat Marwick LLP 23.2 Consent of Morgan, Lewis & Bockius LLP (contained in Exhibit 5.1) 24.1 Power of Attorney (contained on signature page of this Registration Statement) Item 9. Undertakings. ------------- (a) The undersigned Registrant hereby undertakes: 1. To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement: (i) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933; II-2 (ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement; (iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement; provided, however, that paragraphs (a)(l)(i) and (a)(1)(ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed by the Registrant pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement. 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 which remain unsold at the termination of the offering. (b) The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act 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 that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (c) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue. II-3 SIGNATURES AND POWER OF ATTORNEY 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 Easton, Pennsylvania on April 21, 1997. SI HANDLING SYSTEMS, INC. By: /s/ Leonard S. Yurkovic ------------------------------------- Leonard S. Yurkovic President and Chief Executive Officer KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Leonard S. Yurkovic and Barry V. Mack, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments to this Registration Statement, and to file the same, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed below by the following persons in the capacities and on the dates indicated. Signature Title Date --------- ----- ---- /s/ Leonard S. Yurkovic Director; April 21, 1997 - ---------------------------- Chief Executive Officer Leonard S. Yurkovic /s/ Edward J. Fahey Director; April 21, 1997 - ----------------------------- Chairman of the Board Edward J. Fahey /s/ Barry V. Mack Vice President - Finance April 21, 1997 - ----------------------------- (Principal Financial and Barry V. Mack Accounting Officer) /s/ Elmer D. Gates Director April 21, 1997 - ----------------------------- Elmer D. Gates /s/ L. Jack Bradt Director April 21, 1997 - ----------------------------- L. Jack Bradt /s/ Michael J. Gausling Director April 21, 1997 - ---------------------------- Michael J. Gausling II-4 SI HANDLING SYSTEMS, INC. REGISTRATION STATEMENT ON FORM S-8 EXHIBIT INDEX ------------- Exhibit No. 5.1 Opinion of Morgan, Lewis & Bockius LLP 10.3 SI Handling Systems, Inc. 1982 Incentive Stock Option Plan 10.4 SI Handling Systems, Inc. 1992 Incentive Stock Option Plan 23.1 Consent of KPMG Peat Marwick LLP 23.2 Consent of Morgan, Lewis & Bockius LLP (contained in Exhibit 5.1) 24.1 Power of Attorney (contained on signature page of this Registration Statement) II-5 EX-5.1 2 EXHIBIT 5.1 EXHIBIT 5.1 April 21, 1997 SI Handling Systems, Inc. 600 Kuebler Road Easton, PA 18040-9295 Re: SI HANDLING SYSTEMS, INC. REGISTRATION STATEMENT ON FORM S-8 RELATING TO (I) THE SI HANDLING SYSTEMS, INC. 1992 INCENTIVE STOCK OPTION PLAN AND (II) THE SI HANDLING SYSTEMS, INC. 1982 INCENTIVE STOCK OPTION PLAN Ladies and Gentlemen: We have acted as counsel to SI Handling Systems, Inc., a Pennsylvania corporation (the "Company"), in connection with the preparation of a 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 (the "Act"), relating to 81,947 shares of the Company's common stock, par value $1.00 per share (the "Common Stock"), issuable under (i) the SI Handling Systems, Inc. 1992 Incentive Stock Option Plan and (ii) the SI Handling Systems, Inc. 1982 Incentive Stock Option Plan (the "Plans"). We have examined such certificates, records, statutes and other documents as we have deemed relevant in rendering this opinion. As to matters of fact, we have relied on representations of officers of the Company. In our examination, we have assumed the genuineness of documents submitted to us as originals and the conformity with the original of all documents submitted to us as copies thereof. Based on the foregoing, it is our opinion that the shares of Common Stock issuable under the Plans will be, when issued in accordance with the terms of the Plans, validly issued, fully paid and nonassessable shares of Common Stock. The opinion set forth above is limited to the Pennsylvania Business Corporation Law of 1988. We hereby consent to the use of this opinion as Exhibit 5.1 to the Registration Statement. In giving such opinion, we do not thereby admit that we are acting within the category of persons whose consent is required under Section 7 of the Act or the rules or regulations of the Securities and Exchange Commission thereunder. Very truly yours, /s/ Morgan, Lewis & Bockius LLP Morgan, Lewis & Bockius LLP EX-10.3 3 EXHIBIT 10.3 EXHIBIT 10.3 SI HANDLING SYSTEMS, INC. 1982 INCENTIVE STOCK OPTION PLAN SECTION 1. PURPOSE. The purpose of the 1982 Incentive Stock Option Plan ------- (the "Plan") of SI Handling Systems, Inc. (the "Corporation") is to assist the Corporation and its subsidiaries in attracting and retaining employees of outstanding competence by providing an incentive which permits those employees responsible for the Corporation's growth to share directly in that growth and to further the identity of their interests with those of the stockholders of the Corporation. SECTION 2. ADMINISTRATION OF THE PLAN. The Plan shall be administered --------------------------- by the Compensation Committee (the "Committee") appointed by the Board of Directors (the "Board") of the Corporation and consisting of not less than three of those members of the Board who are not, and have not been for at least one year, eligible to participate in the Plan. The Board shall also appoint the Chairman of the Committee. The Committee shall have authority in its discretion, but subject to the provisions of the Plan and the restrictions of the Internal Revenue Code, and Regulations promulgated thereunder regarding incentive stock options, to (a) determine the terms of all options granted under the Plan including, without limitation: (i) the purchase price of the common stock covered by each option, (ii) subject to the approval of the Board, the employees to whom, and the time or times at which, options shall be granted, (iii) when an option can be exercised and whether in whole or in installments, and (iv) the number of shares covered by each option, and (b) to interpret the Plan and to make all other determinations deemed necessary or advisable for the administration of the Plan. The Committee's determination on the foregoing matters shall be conclusive. All determinations of the Committee shall be made by not less than a majority of its members. The Committee may designate the Secretary or any employee of the Corporation to assist the Committee in the administration of the Plan. SECTION 3. STOCK AVAILABLE. The stock subject to the Plan shall be ---------------- authorized but unissued or treasury shares of common stock of the Corporation. The amount of such common stock which is hereby reserved for issuance and authorized to be issued pursuant to the Plan is 93,750, reduced by the amount of common stock from time to time issued and outstanding under the terms of SI Handling Systems, Inc. 1981 Contingent Stock Plan. In no event shall the amount of stock at any time available for issue under both the Plan and the 1981 Contingent Stock Plan exceed in the aggregate 93,750 shares. The total number of such shares, however, shall be subject to adjustment in accordance with Section 11 of this Plan. Except as provided in Section 9 hereof, if any option granted under this Plan shall expire, terminate or be cancelled, for any reason, without having been exercised in full, the corresponding number of unpurchased shares which were reserved for issuance upon exercise thereof shall again be available for purpose of this Plan. SECTION 4. TIME OF GRANTING OF OPTIONS. The effective date of the ------------------------------ granting of an option (the "Granting Date"), shall be the date specified by the Committee in its determination or designation relating to the award of such option, whereupon a written option agreement shall promptly be executed and delivered by or on behalf of the Corporation and the grantee, provided that such grant of an option shall expire if a written option agreement is not signed by such grantee and returned to the Corporation within 30 days from the Granting Date. SECTION 5. ELIGIBILITY. Options may be granted only to key employees ----------- (which term shall be deemed to include officers but not directors who are not employees) who on the Granting Date are in the employ of the Corporation or any of its present and future subsidiary companies, as defined in Section 425 of the Internal Revenue Code as the same shall be amended from time to time. Options may be granted to eligible employees whether or not they hold or have held options under the Plan or under previously adopted plans. However, no option may be granted under this Plan to an otherwise eligible employee if, at the time the option would have been granted for this provision, such employee owns stock of the Corporation possessing more than ten percent (10%) of the total combined voting power of all classes of stock of the Corporation or its subsidiaries unless the price per share in such option is not less than one hundred ten percent (110%) of the fair market value of the Corporation's common stock on the Granting Date and, the provisions of Section 8(a) hereof notwithstanding, the term thereof shall be no greater than five (5) years after the Granting Date. SECTION 6. OPTION PRICES. The option price or prices per share to be -------------- specified in each option agreement will be determined by the Committee, but shall not be less than the fair market value of the Corporation's common stock on the Granting Date, as determined by the Committee in accordance with Internal Revenue Code provisions and regulations from time to time in effect with respect to incentive stock options. SECTION 7. LIMITATIONS ON AMOUNT OF OPTIONS GRANTED. The aggregate fair ---------------------------------------- market value (determined as of the Granting Date) of the stock for which any eligible employee may be granted options in any calendar year (under this Plan and all other incentive stock option plans of the Corporation or its subsidiaries) shall not exceed $100,000.00, plus any unused limit carry-over to such year as provided in Section 422A(c)(4) of the Internal Revenue Code as the same shall be amended from time to time. SECTION 8. TERMS OF OPTIONS. ---------------- a) Required Provisions. Each option granted under the Plan shall be -------------------- nontransferable otherwise than by will or under the laws of descent and distribution, may be exercised during the lifetime of the grantee only by him and (except in the event of death or disability) may be exercised only after six months from disability) may be exercised only after six months from the Granting Date and (except in the event of death, disability or retirement) while the optionee remains in the employ of the Corporation or a subsidiary. Each option shall expire at the earliest of (i) ten years after the Granting Date, (ii) three months after the retirement of the grantee, or (iii) one year after death or disability of the grantee. Each option shall by its terms comply with the specific requirement of Section 422A(b)(7) of the Internal Revenue Code (which prevents the exercise of such incentive stock option while there are "outstanding," within the meaning of Section 422A(c)(7) of the Internal Revenue Code, certain other incentive options granted by the Corporation to such employee). b) Other Provisions. Each option agreement (and amendments thereof) may ---------------- contain such terms and provisions consistent with the requirements of this Plan, as the Committee in its discretion shall determine including such terms and provisions as shall be requisite to cause the options to qualify as "incentive" stock options under Section 422A of the Internal Revenue Code of 1954, as amended. Option agreements need not be identical. SECTION 9. PURCHASES OF OPTIONS AND COMMON STOCK BY THE CORPORATION. ---------------------------------------------------------- With the approval of the Board, and in accordance with the recommendation of the Committee, any option agreement may provide that the holder thereof shall have the right after the expiration of six months following the Granting Date (except that in the event of death or disability of the grantee this six month limitation shall not apply), subject to the consent of the Committee given at its discretion after the holder's exercise of such right, to require the Corporation to purchase for cancellation all or a part of the option (to the extent specified in the option agreement and consented to by the Committee) at a cash price or in common stock (or any combination of cash or common stock as the Committee in its discretion shall determine) equal in value to the excess of the fair market value of such share of common stock covered by the option or portion thereof purchased (such fair market value to be determined as of the date of such written notice) over the option price; provided, however, that such purchase obligation shall always be subject to the condition that the purchase shall not violate the terms of any agreement to which the Corporation is or may hereafter become a party and shall be permitted by law. With similar approval and authorization, the Corporation may purchase any option granted under this Plan from any grantee who desires to sell the same at the appropriate price specified above. Any election by a grantee of an option made pursuant to this Section 9 shall be exercised only during the period beginning on the third business day following the date of release for publication of quarterly or annual summary statements of sales and earnings of the Corporation, and ending on the twelfth business day following such date. Shares of common stock reserved for issuance upon exercise of options so purchased and shares of stock so purchased shall not again be available for the purposes of the Plan. SECTION 10. MEDIUM OF PAYMENT. The option price specified in the Plan ----------------- shall be payable either in United States dollars or, with the consent of the Committee, with stock of the Corporation. SECTION 11. ADJUSTMENTS UPON CHANGES IN CAPITALIZATION. Notwithstanding ------------------------------------------ any other provision of the Plan, the option agreements may contain such provision as the Committee shall determine to be appropriate for the adjustment of the number and class of shares subject to each outstanding option and the option prices in the event of changes in the outstanding common stock of the Corporation by reason of stock dividends, stock splits, recapitalization, mergers, consolidations, combinations or exchanges of shares, split-ups, split-offs, spin-offs, liquidations or other similar changes in capitalization, or any distribution to common stockholders other than cash dividends, and in the event of any such change in the outstanding common stock of the Corporation, the aggregate number and class of shares available under the Plan and the maximum number of shares as to which options may be granted to any individual shall be appropriately adjusted by the Committee. SECTION 12. TERMINATION AND AMENDMENT. The Plan shall terminate on, and ------------------------- no option shall be granted thereunder after, June 16, 1992. The Board may also terminate the Plan or make such modifications or amendments thereof as it shall deem advisable, including such modifications or amendments as it shall deem advisable in order to cause certain stock options to qualify as "incentive stock options" under Section 422A of the Internal Revenue Code or to conform to any change in any law or regulation applicable thereto; provided, however, that the Board may not, without further approval by the holders of a majority of the outstanding stock of the Corporation having general voting power: (a) increase the maximum number of shares for which options may be granted under the Plan in the aggregate, (b) change the provisions of the Plan regarding the option price to be specified in each option agreement, (c) lengthen the period during which options may be granted or remain outstanding, or (d) enlarge the requirements as to the class of employees eligible to receive options. Nothing herein contained shall, however, be deemed to prevent the Committee from authorizing amendments of outstanding options including the reduction of the option prices (or the granting of new options at lower prices upon cancellation of outstanding options), so long as all options granted outstanding at any one time shall not call for issuance of more shares of common stock than those provided for in Section 3 and so long as the provisions of any amended option would have been permissible under the Plan if such option had been originally granted as of the date of such amendment. No termination, modification, or amendments of the Plan may, without the consent of the employee, adversely affect the rights of such employee under an option previously granted to him. SECTION 13. GOVERNMENT AND OTHER REGULATIONS AND RESTRICTIONS. The ---------------------------------------------------- obligation of the Corporation to issue common stock upon execution of an option agreement shall be subject to all applicable laws, rules and regulations and to such approvals by governmental agencies as may be required. Shares of common stock acquired pursuant to the Plan shall not be sold, transferred or otherwise disposed of unless and until either (a) such shares shall have been registered by the Corporation under the Securities Act of 1933, as amended (the "Securities Act"), (b) the Corporation shall have received either a "no action" letter from the Securities and Exchange Commission or an opinion of counsel acceptable to the Corporation to the effect that such sale, transfer or disposition of the shares is made pursuant to Rule 144 of the General Rules and Regulations promulgated under the Securities Act, as the same may from time to time be in effect, and the Corporation shall have received an opinion of counsel acceptable to the Corporation to such effect. In the event that at the time an option is exercised there shall not be on file with the Securities and Exchange Commission an effective Registration Statement under the Securities Act covering the shares of common stock to be issued pursuant thereto the Corporation's obligation to deliver the shares are subject to the further condition that the employee will execute and deliver to the Corporation an undertaking in form and substance satisfactory to the Corporation that (i) it is his intention to acquire and hold such shares for investment and not for the resale or distribution thereof, (ii) the shares will not be sold without registration or exemption from the requirement of registration under the Securities Act, and (iii) he will indemnify the Corporation for any costs, liabilities and expenses which it may sustain by reason of any violation of the Securities Act, or any other law regulating the sale or purchase of securities occasioned by any act on his part with respect to such shares. The Corporation may require that any certificate or certificates evidencing shares issued pursuant to the Plan bear a restrictive legend intended to effect compliance with the Securities Act or any other applicable regulatory measures, and stop transfer instructions may be given with respect to the certificates representing the shares may be given to the transfer agent. SECTION 14. REGISTRATION OF SHARES. The Corporation may but shall be ---------------------- under no obligation to register any shares of common stock under the Securities Act. However, an option agreement may make appropriate and reasonable provision for the registration of common stock acquired thereunder. The Corporation, at its election, may undertake to pay all fees and expenses of each such registration, other than an underwriter's commission, if any. SECTION 15. NO RIGHTS IN COMMON STOCK. No employee shall have any -------------------------- interest in or be entitled to any voting rights or dividends or other rights or privileges of stockholders of the Corporation with respect to any shares of common stock unless, and until, shares of common stock are actually issued to such employee following exercise of an option and then only from the date the employee becomes the record owner thereof. SECTION 16. SUCCESSORS. The provisions of the Plan shall be binding ---------- upon and inure to the benefit of all successors of any person receiving common stock of the Corporation pursuant to the Plan, including, without limitation, the estate of such person and the executors, administrators or trustees thereof, the heirs and legatees of such person, and any receiver, trustee in bankruptcy or representative of creditors of such person. SECTION 17. CORPORATION'S RIGHT TO TERMINATE EMPLOYMENT. Nothing ----------------------------------------------- contained in the Plan or in any Purchase Agreement shall confer upon any employee a right to continue in the employ of the Corporation or any of its subsidiaries or interfere in any way with the right of the Corporation or any of its subsidiaries to terminate the employment of any employee at any time, with or without cause. SECTION 18. ACTION BY CORPORATION AND THE BOARD. Neither the adoption ------------------------------------ of the Plan by the shareholders nor the issuance of common stock pursuant thereto shall impair the right of the Corporation, its stockholders or the Board to make or effect any adjustments, recapitalizations or other change in the common stock referred to in Section 11, any change in the Corporation's business, any issuance of debt obligations or stock by the Corporation or any grant of options on stock of the Corporation, or any other incentive compensation arrangement. SECTION 19. RELIANCE ON REPORTS. Each member of the Board and of the -------------------- Committee shall be fully justified in relying or acting in good faith upon any reports or other information furnished in connection with the Plan by any person or persons. In no event shall any person who is or shall have been a member of the Board or of the Committee be liable for any determination made or other action taken or any omission to act in reliance upon any such report or information or for any action taken or failure to act, if in good faith. SECTION 20. PRONOUNS. Masculine pronouns and other words of masculine -------- gender shall refer to both men and women. SECTION 21. EFFECTIVE DATE OF PLAN. The Plan shall become effective ---------------------- on the date the Plan is adopted by the stockholders of the Corporation, but not sooner than June 16, 1982. EX-10.4 4 EXHIBIT 10.4 EXHIBIT 10.4 SI HANDLING SYSTEMS, INC. 1992 INCENTIVE STOCK OPTION PLAN SECTION 1. PURPOSE. The purpose of the 1992 Incentive Stock Option Plan ------- (the "Plan") of SI Handling Systems, Inc. (the "Corporation") is to assist the Corporation and its subsidiaries in attracting and retaining employees of outstanding competence by providing an incentive which permits those employees responsible for the Corporation's growth to share directly in that growth and to further the identity of their interests with those of the stockholders of the Corporation. SECTION 2. ADMINISTRATION OF THE PLAN. The Plan shall be administered --------------------------- by the Compensation Committee (the "Committee") appointed by the Board of Directors (the "Board") of the Corporation and consisting of not less than three of those members of the Board who are not, and have not been for at least one year, eligible to participate in the Plan. The Board shall also appoint the Chairman of the Committee. The Committee shall have authority in its discretion, but subject to the provisions of the Plan and the restrictions of the Internal Revenue Code, and Regulations promulgated thereunder regarding incentive stock options, to (a) determine the terms of all options granted under the Plan including, without limitation: (i) the purchase price of the common stock covered by each option, (ii) subject to the approval of the Board, the employees to whom, and the time or times at which, options shall be granted, (iii) when an option can be exercised and whether in whole or in installments, and (iv) the number of shares covered by each option, and (b) to interpret the Plan and to make all other determinations deemed necessary or advisable for the administration of the Plan. The Committee's determination on the foregoing matters shall be conclusive. All determinations of the Committee shall be made by not less than a majority of its members. The Committee may designate the Secretary or any employee of the Corporation to assist the Committee in the administration of the Plan. SECTION 3. STOCK AVAILABLE. The stock subject to the Plan shall be ---------------- authorized but unissued or treasury shares of common stock of the Corporation. The amount of such common stock which is hereby reserved for issuance and authorized to be issued pursuant to the Plan is 50,000. The total number of such shares, however, shall be subject to adjustment in accordance with Section 11 of this Plan. Except as provided in Section 9 hereof, if any option granted under this Plan shall expire, terminate or be cancelled, for any reason, without having been exercised in full, the corresponding number of unpurchased shares which were reserved for issuance upon exercise thereof shall again be available for purpose of this Plan. SECTION 4. TIME OF GRANTING OF OPTIONS. The effective date of the ------------------------------ granting of an option (the "Granting Date"), shall be the date specified by the Committee in its determination or designation relating to the award of such option, whereupon a written option agreement shall promptly be executed and delivered by or on behalf of the Corporation and the grantee, provided that such grant of an option shall expire if a written option agreement is not signed by such grantee and returned to the Corporation within 30 days from the Granting Date. SECTION 5. ELIGIBILITY. Options may be granted only to key employees ----------- (which term shall be deemed to include officers but not directors who are not employees) who on the Granting Date are in the employ of the Corporation or any of its present and future subsidiary companies, as defined in Section 425 of the Internal Revenue Code as the same shall be amended from time to time. Options may be granted to eligible employees whether or not they hold or have held options under the Plan or under previously adopted plans. However, no option may be granted under this Plan to an otherwise eligible employee if, at the time the option would have been granted for this provision, such employee owns stock of the Corporation possessing more than ten percent (10%) of the total combined voting power of all classes of stock of the Corporation or its subsidiaries unless the price per share in such option is not less than one hundred ten percent (110%) of the fair market value of the Corporation's common stock on the Granting Date and, the provisions of Section 8(a) hereof notwithstanding, the term thereof shall be no greater than five (5) years after the Granting Date. SECTION 6. OPTION PRICES. The option price or prices per share to be -------------- specified in each option agreement will be determined by the Committee, but shall not be less than the fair market value of the Corporation's common stock on the Granting Date, as determined by the Committee in accordance with Internal Revenue Code provisions and regulations from time to time in effect with respect to incentive stock options. SECTION 7. LIMITATIONS ON AMOUNT OF OPTIONS GRANTED. The aggregate fair ---------------------------------------- market value (determined as of the Granting Date) of the stock for which any eligible employee may be granted options in any calendar year (under this Plan and all other incentive stock option plans of the Corporation or its subsidiaries) shall not exceed $100,000.00, plus any unused limit carry-over to such year as provided in Section 422A(c)(4) of the Internal Revenue Code as the same shall be amended from time to time. SECTION 8. TERMS OF OPTIONS. ---------------- a) Required Provisions. Each option granted under the Plan shall be -------------------- nontransferable otherwise than by will or under the laws of descent and distribution, may be exercised during the lifetime of the grantee only by him and (except in the event of death or disability) may be exercised only after six months from disability) may be exercised only after six months from the Granting Date and (except in the event of death, disability or retirement) while the optionee remains in the employ of the Corporation or a subsidiary. Each option shall expire at the earliest of (i) ten years after the Granting Date, (ii) three months after the retirement of the grantee, or (iii) one year after death or disability of the grantee. Each option shall by its terms comply with the specific requirement of Section 422A(b)(7) of the Internal Revenue Code (which prevents the exercise of such incentive stock option while there are "outstanding," within the meaning of Section 422A(c)(7) of the Internal Revenue Code, certain other incentive options granted by the Corporation to such employee). b) Other Provisions. Each option agreement (and amendments thereof) may ---------------- contain such terms and provisions consistent with the requirements of this Plan, as the Committee in its discretion shall determine including such terms and provisions as shall be requisite to cause the options to qualify as "incentive" stock options under Section 422A of the Internal Revenue Code of 1954, as amended. Option agreements need not be identical. SECTION 9. PURCHASES OF OPTIONS AND COMMON STOCK BY THE CORPORATION. ---------------------------------------------------------- With the approval of the Board, and in accordance with the recommendation of the Committee, any option agreement may provide that the holder thereof shall have the right after the expiration of six months following the Granting Date (except that in the event of death or disability of the grantee this six month limitation shall not apply), subject to the consent of the Committee given at its discretion after the holder's exercise of such right, to require the Corporation to purchase for cancellation all or a part of the option (to the extent specified in the option agreement and consented to by the Committee) at a cash price or in common stock (or any combination of cash or common stock as the Committee in its discretion shall determine) equal in value to the excess of the fair market value of such share of common stock covered by the option or portion thereof purchased (such fair market value to be determined as of the date of such written notice) over the option price; provided, however, that such purchase obligation shall always be subject to the condition that the purchase shall not violate the terms of any agreement to which the Corporation is or may hereafter become a party and shall be permitted by law. With similar approval and authorization, the Corporation may purchase any option granted under this Plan from any grantee who desires to sell the same at the appropriate price specified above. Any election by a grantee of an option made pursuant to this Section 9 shall be exercised only during the period beginning on the third business day following the date of release for publication of quarterly or annual summary statements of sales and earnings of the Corporation, and ending on the twelfth business day following such date. Shares of common stock reserved for issuance upon exercise of options so purchased and shares of stock so purchased shall not again be available for the purposes of the Plan. SECTION 10. MEDIUM OF PAYMENT. The option price specified in the Plan ----------------- shall be payable either in United States dollars or, with the consent of the Committee, with stock of the Corporation. SECTION 11. ADJUSTMENTS UPON CHANGES IN CAPITALIZATION. Notwithstanding ------------------------------------------ any other provision of the Plan, the option agreements may contain such provision as the Committee shall determine to be appropriate for the adjustment of the number and class of shares subject to each outstanding option and the option prices in the event of changes in the outstanding common stock of the Corporation by reason of stock dividends, stock splits, recapitalization, mergers, consolidations, combinations or exchanges of shares, split-ups, split-offs, spin-offs, liquidations or other similar changes in capitalization, or any distribution to common stockholders other than cash dividends, and in the event of any such change in the outstanding common stock of the Corporation, the aggregate number and class of shares available under the Plan and the maximum number of shares as to which options may be granted to any individual shall be appropriately adjusted by the Committee. SECTION 12. TERMINATION AND AMENDMENT. The Plan shall terminate on, and ------------------------- no option shall be granted thereunder after, July 8, 2002. The Board may also terminate the Plan or make such modifications or amendments thereof as it shall deem advisable, including such modifications or amendments as it shall deem advisable in order to cause certain stock options to qualify as "incentive stock options" under Section 422A of the Internal Revenue Code or to conform to any change in any law or regulation applicable thereto; provided, however, that the Board may not, without further approval by the holders of a majority of the outstanding stock of the Corporation having general voting power: (a) increase the maximum number of shares for which options may be granted under the Plan in the aggregate, (b) change the provisions of the Plan regarding the option price to be specified in each option agreement, (c) lengthen the period during which options may be granted or remain outstanding, or (d) enlarge the requirements as to the class of employees eligible to receive options. Nothing herein contained shall, however, be deemed to prevent the Committee from authorizing amendments of outstanding options including the reduction of the option prices (or the granting of new options at lower prices upon cancellation of outstanding options), so long as all options granted outstanding at any one time shall not call for issuance of more shares of common stock than those provided for in Section 3 and so long as the provisions of any amended option would have been permissible under the Plan if such option had been originally granted as of the date of such amendment. No termination, modification, or amendments of the Plan may, without the consent of the employee, adversely affect the rights of such employee under an option previously granted to him. SECTION 13. GOVERNMENT AND OTHER REGULATIONS AND RESTRICTIONS. The ---------------------------------------------------- obligation of the Corporation to issue common stock upon execution of an option agreement shall be subject to all applicable laws, rules and regulations and to such approvals by governmental agencies as may be required. Shares of common stock acquired pursuant to the Plan shall not be sold, transferred or otherwise disposed of unless and until either (a) such shares shall have been registered by the Corporation under the Securities Act of 1933, as amended (the "Securities Act"), (b) the Corporation shall have received either a "no action" letter from the Securities and Exchange Commission or an opinion of counsel acceptable to the Corporation to the effect that such sale, transfer or disposition of the shares is made pursuant to Rule 144 of the General Rules and Regulations promulgated under the Securities Act, as the same may from time to time be in effect, and the Corporation shall have received an opinion of counsel acceptable to the Corporation to such effect. In the event that at the time an option is exercised there shall not be on file with the Securities and Exchange Commission an effective Registration Statement under the Securities Act covering the shares of common stock to be issued pursuant thereto the Corporation's obligation to deliver the shares are subject to the further condition that the employee will execute and deliver to the Corporation an undertaking in form and substance satisfactory to the Corporation that (i) it is his intention to acquire and hold such shares for investment and not for the resale or distribution thereof, (ii) the shares will not be sold without registration or exemption from the requirement of registration under the Securities Act, and (iii) he will indemnify the Corporation for any costs, liabilities and expenses which it may sustain by reason of any violation of the Securities Act, or any other law regulating the sale or purchase of securities occasioned by any act on his part with respect to such shares. The Corporation may require that any certificate or certificates evidencing shares issued pursuant to the Plan bear a restrictive legend intended to effect compliance with the Securities Act or any other applicable regulatory measures, and stop transfer instructions may be given with respect to the certificates representing the shares may be given to the transfer agent. SECTION 14. REGISTRATION OF SHARES. The Corporation may but shall be ----------------------- under no obligation to register any shares of common stock under the Securities Act. However, an option agreement may make appropriate and reasonable provision for the registration of common stock acquired thereunder. The Corporation, at its election, may undertake to pay all fees and expenses of each such registration, other than an underwriter's commission, if any. SECTION 15. NO RIGHTS IN COMMON STOCK. No employee shall have any -------------------------- interest in or be entitled to any voting rights or dividends or other rights or privileges of stockholders of the Corporation with respect to any shares of common stock unless, and until, shares of common stock are actually issued to such employee following exercise of an option and then only from the date the employee becomes the record owner thereof. SECTION 16. SUCCESSORS. The provisions of the Plan shall be binding ---------- upon and inure to the benefit of all successors of any person receiving common stock of the Corporation pursuant to the Plan, including, without limitation, the estate of such person and the executors, administrators or trustees thereof, the heirs and legatees of such person, and any receiver, trustee in bankruptcy or representative of creditors of such person. SECTION 17. CORPORATION'S RIGHT TO TERMINATE EMPLOYMENT. Nothing ----------------------------------------------- contained in the Plan or in any Purchase Agreement shall confer upon any employee a right to continue in the employ of the Corporation or any of its subsidiaries or interfere in any way with the right of the Corporation or any of its subsidiaries to terminate the employment of any employee at any time, with or without cause. SECTION 18. ACTION BY CORPORATION AND THE BOARD. Neither the adoption ------------------------------------ of the Plan by the shareholders nor the issuance of common stock pursuant thereto shall impair the right of the Corporation, its stockholders or the Board to make or effect any adjustments, recapitalizations or other change in the common stock referred to in Section 11, any change in the Corporation's business, any issuance of debt obligations or stock by the Corporation or any grant of options on stock of the Corporation, or any other incentive compensation arrangement. SECTION 19. RELIANCE ON REPORTS. Each member of the Board and of the -------------------- Committee shall be fully justified in relying or acting in good faith upon any reports or other information furnished in connection with the Plan by any person or persons. In no event shall any person who is or shall have been a member of the Board or of the Committee be liable for any determination made or other action taken or any omission to act in reliance upon any such report or information or for any action taken or failure to act, if in good faith. SECTION 20. PRONOUNS. Masculine pronouns and other words of masculine -------- gender shall refer to both men and women. SECTION 21. EFFECTIVE DATE OF PLAN. The Plan shall become effective on ---------------------- the date the Plan is adopted by the stockholders of the Corporation, but not sooner than July 8, 1992. EX-23.1 5 EXHIBIT 23.1 EXHIBIT 23.1 The Board of Directors SI Handling Systems, Inc.: We consent to the incorporation by reference in the registration statement on Form S-8 of SI Handling Systems, Inc. of our report dated May 3, 1996, relating to the balance sheets of SI Handling Systems, Inc. as of March 3, 1996 and February 26, 1995, and the statements of operations, stockholders' equity and cash flows for each of the years in the three-year period ended March 3, 1996, which report appears in the March 3, 1996 Annual Report on Form 10-K of SI Handling Systems, Inc. We also consent to the reference to our firm under the heading "Experts" in the registration statement. /s/ KPMG Peat Marwick LLP KPMG Peat Marwick LLP Allentown, Pennsylvania April 21, 1997 -----END PRIVACY-ENHANCED MESSAGE-----