Connecticut | 06-0236700 | |
(State or other jurisdiction of | (I.R.S. Employer | |
incorporation or organization) | Identification Number) |
CALCULATION OF REGISTRATION FEE | |||||||||||||||
Title
of securities
to be
registered
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Amount to
be
registered (1)
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Proposed
maximum
offering
price
per
share
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Proposed
maximum
aggregate
offering
price
|
Amount
of
registration
fee
|
|||||||||||
Common Stock,par value $2.50 per share | 112,562 | (2) | $ | 10.10 | (3) | $ | 1,136,876 | $ | 81.06 | ||||||
37,438 | (4) | $ | 10.46 | (5) | $ | 391,601 | $ | 27.92 | |||||||
Total | 150,000 | $ | 108.98 | ||||||||||||
Exhibit No. | Identification of Exhibit |
5.1 | Opinion of Brody Wilkinson PC |
23.1 | Consent of independent registered public accounting firm |
23.3 | Consent of Brody Wilkinson PC (included in Exhibit 5.1) |
24.1 | Power of attorney (included on signature page of this Registration Statement) |
99.02 | Employee Stock Option Plan, as amended |
ACME UNITED CORPORATION | ||
By: | /s/ Walter C. Johnsen | |
Walter C. Johnsen, Chairman and Chief | ||
Executive Officer |
Signature | Title | |
/s/ Walter C. Johnsen | Chairman of the Board and Chief Executive Officer and Director | |
Walter C. Johnsen | ||
/s/ Brian S. Olschan | President, Chief Operating Officer and Director | |
Brian S. Olschan | ||
/s/ Paul Driscoll | Vice President, Chief Financial Officer, Secretary and Treasurer | |
Paul Driscoll | ||
/s/ Rex L. Davidson | Director | |
Rex L. Davidson | ||
/s/ Richmond Y. Holden, Jr. | Director | |
Richmond Y. Holden, Jr. | ||
/s/ Susan H. Murphy | Director | |
Susan H. Murphy | ||
/s/ Stevenson E. Ward III | Director | |
Stevenson E. Ward III |
Exhibit No. | Identification of Exhibit |
5.1 | Opinion of Brody Wilkinson PC |
23.1 | Consent of independent registered public accounting firm |
23.3 | Consent of Brody Wilkinson PC (included in Exhibit 5.1) |
24.1 | Power of attorney (included on signature page of this Registration Statement) |
99.02 | Employee Stock Option Plan, as amended |
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1.
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The Company has been duly incorporated and is a
validly existing corporation under the laws of the State of
Connecticut.
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2.
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Upon issuance and delivery of the Shares pursuant to
the Plan and the relevant option agreements thereunder after the date
hereof, and payment to the Company of the required option price for the
Shares, the Shares will be validly issued, fully paid, and
nonassessable.
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Very truly yours, | ||
BRODY WILKINSON PC | ||
By: | ||
James E. Rice, Vice President |
1.
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PURPOSE
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2.
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DEFINITIONS
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(a)
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"Beneficiary" means the person or persons who shall
acquire the right to exercise an option by bequest or
inheritance.
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(b)
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“Board of Directors" or "Board” means the Board of
the Directors of the Corporation.
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(c)
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“Code" means the Internal Revenue Code of 1986, as
amended from time to time.
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(d)
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“Committee" means the Compensation Committee of the
Board of Directors, consisting of select Board members who are not
employees of the Corporation, but in no event fewer than two (2) such
Board members.
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(e)
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“Common Stock” shall mean common stock, par value
S2.50 per share, of the
Corporation.
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(f)
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"Disability" means a disability as defined in the
Corporation's Long-Term Disability Plan, as amended from time to
time.
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(g)
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“Fair Market Value" shall mean the closing price for
the Common Stock on the date immediately preceding the date on which the
option is granted.
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(h)
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“Incentive Stock Option" shall mean a stock option
granted pursuant to this Plan and intended to satisfy the requirements of
Section 422 of the Code.
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(i)
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“Option" shall mean a stock option granted pursuant
to the Plan.
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(j)
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“Optionee" shall mean a person to whom an Option has
been granted under the Plan.
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(k)
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“Option Agreement" shall mean the written agreement
to be entered into by the Corporation and the Optionee, as provided in
Section 6 hereof.
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(l)
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“Retirement” shall mean retirement pursuant to the
Retirement Plan for Employees of Acme United Corporation, as amended from
time to time.
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(m)
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“Share" shall mean the Common Stock of the
Corporation, as adjusted in accordance with Section 16 of the
Plan.
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(n)
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"Subsidiary" shall mean any subsidiary corporation of
the Corporation within the meaning of Section 424(f)of the Code (or a
successor provision of similar
import).
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(a)
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The stock to be covered by the Options is the Common
Stock of the Corporation. The aggregate number of shares of Common Stock
which may be delivered on exercise of the Options is 760,000 shares,
subject to adjustment pursuant to Section 16.
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(b)
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As determined by the Board from time to time, such
shares may be previously issued shares reacquired by the Corporation or
authorized but unissued shares. If any Option expires or terminates for
any reason without having been exercised in full, the Shares covered by
the unexercised portion of such Option shall again be available for
Options, within the limits specified above.
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(a)
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The Plan shall be administered by the Board of
Directors of the Corporation, which shall accept, amend, or reject
recommendations made by the Committee. In addition to its duties with
respect to the Plan stated elsewhere in the Plan, Board shall have full
authority, consistent with the Plan, to interpret the Plan, to promulgate
such rules and regulations with respect to the Plan as it deems desirable
and to make all other determinations necessary or desirable for the
administration of the Plan. All decisions, determinations, and
interpretations of the Board shall be binding upon all persons.
No member of the Board of Directors or the Committee
and no employee of the Corporation shall be liable for any act or action
hereunder, whether of omission or commission, by any other member or
employee or by any agent to whom duties in connection with the
administration of the plan have been delegated in accordance with the
provisions of the Plan or, except in circumstances involving his bad
faith, for anything done or omitted to be done by himself.
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(b)
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Except as provided in Section 7, it is intended that
the stock options granted pursuant to the Plan constitute Incentive Stock
Options within the meaning of Section 422 of the Code. The Board shall
administer the Plan in such a manner as to establish and maintain such
Options as Incentive Stock Options.
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(c)
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The Board may, with the consent of the Optionee,
substitute Options which are not intended to be Incentive Stock Options
for outstanding Incentive Stock Options. Any such substitution shall not
constitute the grant of a new Option for the purposes of this Plan, and
shall not require a revaluation of the Option exercised prior to the
substituted Option. Any such substitution shall be implemented by an
amendment to the applicable Option Agreement or in such other manner as
the Board in its discretion shall determine.
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(d)
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The Committee, subject to the approval of the Board,
shall make such provision as it deems necessary or appropriate for the
withholding of any federal, state, local or other tax required to be
withheld with regard to the exercise of an Option under the Plan.
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(a)
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The Board, upon the recommendation of the Committee,
shall from time to time in its discretion select the employees to whom the
options shall be granted from among the key employees of the Corporation
and any Subsidiary.
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(b)
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Members of the Board of Directors who are not regular
salaried employees of the Corporation or a Subsidiary shall not be
eligible to receive Options.
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(c)
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An individual employee may receive more than one
Option.
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(a)
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No Option shall be exercised by an Optionee unless he
or she shall have executed and delivered an Option Agreement.
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(b)
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Appropriate officers of the Corporation are hereby
authorized to execute and deliver Option Agreements in the name of the
Corporation as directed from time to time by the Board.
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(a)
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The Board, acting upon the recommendation of the
Committee, shall in it discretion determine the time or times when Options
shall be granted and the number of shares of Common Stock to be subject to
each Option.
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(b)
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The aggregate fair market value (determined as of the
date the Option is granted) of the stock with respect to which Incentive
Stock Options are exercisable for the first time by an individual during
any calendar year (under all stock option plans of the Corporation and its
Subsidiaries) shall not exceed
$100,000.00.
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(c)
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No Incentive Stock Option
shall be granted to an employee who, at the time the Option is granted,
owns (within the meaning of Section 422(b)(6) of the code) stock
possessing more than ten percent of the total combined voting power of all
classes of stock of the Corporation unless the following requirements are
satisfied: (i) notwithstanding the provisions of Section 8, the purchase
price for each share of common stock subject to an Option shall be at
least 110 percent of the fair market value of the Common Stock subject to
the Option at the time the Option is granted; and (ii) the Option is not
exercisable after the expiration of five (5) years from the date such
Option is
granted.
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(d)
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The Board may in its discretion grant Options that
are not intended to constitute Incentive Stock
Options.
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(e)
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Each Option shall be evidenced by an Option
Agreement, in such form as the Board shall from time to time approve,
which shall state the terms and conditions of the Option in accordance
with the Plan, and also shall contain such additional provisions as may be
necessary or appropriate under applicable laws, regulations, and
rules.
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Subject to Section 7(c), the purchase price for each
share of Common Stock subject to an Option shall be one hundred percent
(100%) of the Fair Market Value of the Common Stock on the date the Option
is granted provided, however, that the purchase price shall not be less
than the par value of the Common Stock which is the subject of the
Option.
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a)
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Each Option shall be for such term as the Board shall
determine, but not more than ten years from the date it is granted, and
shall be subject to earlier termination as provided in Section
1O.
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b)
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Options shall be exercisable in accordance with the
following schedule: 25%
one day after first year anniversary of date of grant; 25%
one day after second year anniversary of date of grant; 25%
one day after third year anniversary of date of grant; 25%
one day after fourth year anniversary of date of
grant.
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c)
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Upon the purchase of shares of Common Stock under an
Option, the Stock certificate or certificates may, at the request of the
purchaser, be issued in his name and the name of another person as joint
tenants with the right of
survivorship.
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d)
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The exercise of each Option granted under the Plan
shall be subject to the condition that if at any time the Corporation
shall determine in its discretion that the listing, registration, or
qualification of any shares of Common Stock otherwise deliverable upon
such exercise upon any securities exchange or under any State or Federal
law, or the consent or approval of any regulatory body, is necessary or
desirable as a condition of, or in connection with, such exercise or the
delivery or purchase of shares thereunder, then in any such event such
exercise shall not be effective unless such listing, registration,
qualification, consent or approval shall have been effected or obtained
free of any conditions not acceptable to the Corporation. Any such
postponement shall not extend the time within which the Option may be
exercised; and neither the Corporation nor its directors or officers shall
have any obligation or liability to the Optionee or to a Beneficiary with
respect to any shares of Common Stock as to which the Option shall lapse
because of such postponement.
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(a)
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Retirement
Except as provided in paragraph (e) of this section
10, if an Optionee retires under a retirement or pension plan of the
Corporation or of a Subsidiary, the Optionee's Option shall terminate one
year after the date of such retirement but in no event later than the date
on which it would have expired if the Optionee had not retired, provided,
however, that if the Option is exercised later than three months from the
date of such retirement such Option shall not constitute an Incentive
Stock Option. During such period the Optionee may exercise the Option in
whole or in part notwithstanding the limitations of Section 9(b) or any
limitation that may have been set by the Board pursuant
thereto.
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(b)
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Disability
Except as provided in paragraph (e) of this section
10, if an Optionee becomes disabled, the Optionee may exercise the Option
(i) within one year after the date of Disability, but in no event later
than the date on which it would have expired if the Optionee had not
become disabled, or (ii) within such other period, not exceeding three
years after the date of Disability, as shall be prescribed in the Option
Agreement; provided, however, that if the Option is exercised later than
one year after the date of Disability, it shall not constitute an
Incentive Stock Option. During such period the Optionee may exercise the
Option in whole or in part notwithstanding the limitations of Section 9(b)
or any limitation that may have been set by the Board pursuant
thereto.
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(c)
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Death
If an Optionee dies during a period in which he or
she is entitled to exercise an Option (including the period referred to in
paragraphs (a),(b),(d),and (e)of this Section 1O), the Option may be
exercised at any time within one year from the date of the Optionee's
death, but in no event later than the date on which it would have expired
if the Optionee had lived, by the Optionee's Beneficiary, in whole or in
part notwithstanding the limitations of Section 9(b) or any limitation
that may have been set by the Board
pursuant thereto.
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(d)
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Termination of Employment for Any Other
Reason
Except as provided in paragraph (e) of this section
10, if an Optionee ceases to be employed by
the Corporation or a Subsidiary for any reason other than
retirement, disability, or death, the Optionee's Option shall terminate 30
days after the date of such cessation of employment, but in no event later
than the date on which it would have expired if such cessation of
employment had not occurred. During such period the option may be
exercised only to the extent that the Optionee was entitled to do so under
Section 9(b) at the date of cessation of employment unless the Board, in
its sole and nonreviewable discretion, permits exercise of the Option to a
greater extent. Except to the extent required by law, the
employment of an Optionee shall not be deemed to have ceased upon his or
her absence from the Corporation or a Subsidiary on a leave of absence
granted in accordance with the usual procedure of the Corporation or
Subsidiary.
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(e)
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Notwithstanding any language of the Plan to the
contrary, if an Optionee ceases to be employed by the Corporation or a
Subsidiary and becomes, or continues to be, a member of the Board of
Directors prior to the time the Optionee’s Option(s) would have otherwise
expired pursuant to this Section 10, the Optionee’s Option(s)
shall continue to vest in accordance with Section 8(b) hereof and shall
continue to be exercisable for the remainder of the term of the Option(s); provided, that, if an Optionee
described in this Section 10(e) ceases to be a member of the Board of
Directors for any reason, the Optionee’s Option(s) shall terminate in
accordance with the provisions of Section 2.4(a) of the Amended and
Restated Acme United Corporation Non-Salaried Director Stock Option
Plan. Any Option which is not exercised by the Optionee within
the three-month period immediately following the Optionee’s termination of
employment, or, in the case of termination of employment on account of
Disability, within one year after the date of Disability, shall cease to
be an Incentive Stock
Option.
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(a)
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Each exercise of an Option shall be by written notice
to the Secretary of the Corporation, stating the number of shares to be
purchased. An Option may be exercised with respect to all, or any part of,
the Shares of Common Stock as to which it is exercisable at the
time.
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(b)
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The purchase price of the shares being purchased
shall be paid in full at the time the Option is exercised. Such payment
shall be made in cash in United States
currency.
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Each Option shall be nonassignable and
nontransferable by the Optionee other than by will or by the laws of
descent and distribution. Each Option shall be exercisable during the
Optionee's lifetime only by the
Optionee.
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No person shall have any rights of a shareholder by
virtue of an Option except with respect to shares actually issued to him
and registered on the transfer books of the Corporation, and the issuance
of shares shall confer no retroactive right to
dividends.
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The proceeds received by the Corporation from the
sale by it of shares of Common Stock to persons exercising an Option
pursuant to the Plan will be used for the general purposes of the
Corporation or any
Subsidiary.
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The grant of an Option in any year shall not give the
Optionee any right to similar grants in future years or any right to be
retained in the employ of the Corporation or any
Subsidiary.
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If there is a change in the number or kind of
outstanding shares of the Corporation’s stock by reason of a stock
dividend, stock split, recapitalization, merger, consolidation,
combination, or other similar event, appropriate adjustments shall be made
by the Board to the number and kind of shares subject to the Plan, the
number and kind of shares under Options then outstanding, the maximum
number of shares available for Options or the Option Price and other
relevant
provisions.
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If the Corporation shall be the surviving corporation
in a merger or other reorganization, an Option shall extend to stock and
securities of the Corporation to the same extent that a holder of that
number of Shares immediately before the merger or consolidation
corresponding to the number of Shares covered by the Option would be
entitled to have or obtain stock and securities of the Corporation under
the terms of the merger or consolidation. If the Corporation dissolves,
sells substantially all of its assets, is acquired in a stock for stock or
securities exchange, or is a party to a merger or other reorganization in
which it is not the surviving corporation, then each Option shall be
exercisable within the period of sixty (60) days commencing upon the date
of the action of the shareholders (or the Board if shareholders' action is
not required) is taken to approve the transaction and upon the expiration
of that period all Options and all rights thereto shall automatically
terminate.
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(a)
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The Board may at any time terminate the Plan. Unless
the Plan shall previously have been terminated by the Board, it shall
terminate on February 26, 2012. No Option may be granted after such
termination.
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(b)
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The Board may at any time or times amend the Plan or
amend any outstanding Option for the purpose of satisfying the
requirements of any changes in applicable laws or regulations or for any
other purpose which at the time may be permitted by
law.
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(c)
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Except as provided in Section 16, no such amendment
shall, without the approval of the shareholders of the Corporation: (i)
increase the maximum number of shares of Common Stock for which the
Options may be granted under the Plan; (ii) reduce the Option price of
outstanding Options; (iii) extend the period during, which Options may be
granted; (iv) materially increase in any other way the benefits accruing
to Optionees; or (v) change the class of persons eligible to be
Optionees.
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(d)
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No termination or amendment of the Plan shall without
the consent of an Optionee or Beneficiary, adversely affect the Optionee's
or Beneficiary's right under any Option previously granted, but it shall
be conclusively presumed that any adjustment for changes in capitalization
in accordance with Section 16 hereof does not adversely affect any such
right.
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The effective date of the Plan is February 26,
2002.
(As amended April 25, 2005).
(As further amended June 12, 2006).
(As further amended April 23, 2007).
(As further amended April 20, 2009).
(As further amended April 19,
2010).
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The Plan shall be construed and its provisions
enforced and administered in accordance with and under the laws of
Connecticut except to the extent that such laws may be superseded by any
Federal law.
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