Initial Public Offering (IPO): Registration Statement (General Form) — Form S-1
Filing Table of Contents
Document/Exhibit Description Pages Size
1: S-1 Registration Statement (General Form) 78 466K
2: EX-3.1.1 Certificate of Incorporation 7 33K
3: EX-3.2.1 By-Laws of the Registrant 16 66K
4: EX-10.1.1 1996 Stock Option Plan 13 38K
5: EX-10.2.1 Lease Agreement Dated March 1, 1989 29 134K
6: EX-10.2.2 Lease Agreement Dated November 1, 1992 8± 30K
7: EX-10.2.3 Lease Agreement Dated January 3, 1991 39± 146K
8: EX-10.2.4 Lease Agreement Dated Dated December 1994 25 109K
9: EX-10.2.5 Lease Agreement Dated March 1993 11± 48K
10: EX-10.3.1 Revolving Loan & Security Agreement 46 142K
11: EX-22 List of Subsidiaries 1 5K
12: EX-23.2 Consent of Grant Thornton 1 7K
13: EX-27 ƒ Financial Data Schedule 1 10K
EX-10.1.1 — 1996 Stock Option Plan
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EXHIBIT 10.1.1
Q.E.P. CO., INC.
OMNIBUS STOCK PLAN OF 1996
1. PURPOSE
The purpose of this Plan is to promote the interest of the Corporation
and its shareholders and the Corporation's success by providing a method
whereby a variety of equity-based incentive and other Awards may be granted to
Employees and Directors of the Corporation and its Subsidiaries and to selected
Consultants who, in the course of their business activities, direct a
significant amount of business to the Corporation.
2. DEFINITIONS
A. "AWARD" means any form of stock option, restricted stock,
Performance Unit, Performance Share, stock appreciation right, dividend
equivalent or other incentive award granted under the Plan.
B. "AWARD NOTICE" means any written notice from the Corporation
to a Participant or agreement between the Corporation and a Participant that
establishes the terms applicable to an Award.
C. "BOARD OF DIRECTORS" means the Board of Directors of the
Corporation.
D. "CODE" means the Internal Revenue Code of 1986, as amended.
E. "COMMITTEE" means the Compensation Committee of the Board of
Directors, or such other committee designated by the Board of Directors, which
is authorized to administer the Plan under Section 3 hereof. The number of
persons who shall serve on the Committee shall be specified from time to time
by the Board of Directors; however, in no event shall there be fewer than two
members of the Committee. The Committee will be composed in a manner such that
the Plan will qualify under Rule 16b-3 with regard to Awards to persons who are
subject to Section 16 of the Exchange Act.
F. "COMMON STOCK" means Common Stock of the Corporation, $.001
par value.
G. "CONSULTANT" means any individual who renders services
directly to the Corporation or to the Corporation's customers as defined and
designated from time to time by the Committee.
H. "CORPORATION" means Q.E.P. Co., Inc.
I. "DIRECTOR" means a member of the Board of Directors.
J. "EXCHANGE ACT" means the Securities Exchange Act of 1934, as
amended.
K. "FAIR MARKET VALUE" means, on any date, the average of the
high and low sales prices of the Common Stock on a principal national
securities exchange, which includes the National Association of Securities
Dealers Automated Quotation System (NASDAQ), on which such Common Stock is
listed or admitted to trading or if not traded on that date, then on the date
last traded; or if such Common Stock is not so listed or admitted to trading,
the arithmetic mean of the per share closing bid price and per share closing
asked price on such date as quoted on any other system of NASDAQ or such other
market in which such prices are regularly quoted; or if there have been no
published bid or asked quotations, the Committee shall, in good faith and in
accordance with Section 422 of the Code, establish the method for determining
the Fair Market Value of the Common Stock.
L. "EMPLOYEE" means any employee of the Corporation or a
Subsidiary whose performance the Committee determines can have a significant
effect on the success of the Corporation.
M. "PARTICIPANT" means any individual to whom an Award is granted
under the Plan.
N. "PERFORMANCE SHARE" means a Unit expressed in terms of, or
valued by reference to, a share of Common Stock.
O. "PERFORMANCE UNIT" means a Unit valued by reference to
designated criteria established by the Committee, other than Common Stock.
P. "PLAN" means this Plan, which shall be known as Q.E.P. Co.,
Inc. 1996 Omnibus Stock Plan.
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Q. "RULE 16B-3" means Rule 16b-3 promulgated under the Exchange
Act, or any successor rule.
R. "SUBSIDIARY" means a corporation or other business entity (i)
of which the Corporation directly or indirectly has an ownership interest of
50% or more, or (ii) of which it has a right to elect or appoint 50% or more of
the board of directors or other governing body.
S. "UNIT" means a bookkeeping entry used by the Corporation to
record the grant of an Award until such time as the Award is paid, cancelled,
forfeited or terminated.
3. ADMINISTRATION
A. The Plan shall be administered by the Committee. The
Committee shall have the authority to:
(i) construe and interpret the Plan;
(ii) promulgate, amend and rescind rules relating to the
implementation of the Plan;
(iii) make all determinations necessary or advisable for
the administration of the Plan, including the
selection of employees and affiliated individuals who
shall be granted Awards, the number of shares of
Common Stock or Units to be subject to each Award,
the Award price, if any, the vesting or duration of
Awards, and the designation of stock options as
incentive stock options or non-qualified stock
options;
(iv) determine the disposition of Awards in the event of a
Participant's divorce or dissolution of marriage;
(v) determine whether Awards will be granted alone or in
combination or in tandem with other Awards;
(vi) determine whether cash will be paid or Awards will be
granted in replacement of, or as alternatives to,
other grants under the Plan or any other incentive or
compensation plan of the Corporation, a Subsidiary or
an acquired business unit.
B. Subject to the requirements of applicable law, the Committee
may correct any defect, supply any omission, or reconcile any inconsistency in
the Plan, any Award, or any Award Notice; take any and all other actions it
deems necessary or advisable for the proper administration of the Plan;
designate persons other than members of the Committee to carry out its
responsibilities; and prescribe
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such conditions and limitations as it may deem appropriate; except that the
Committee may not delegate its authority with regard to the selection for
participation of, or the granting of Awards to, persons under Section 16 of the
Exchange Act. Any determination, decision, or action of the Committee in
connection with the construction, interpretation, administration, or
application of the Plan shall be final, conclusive and binding upon all persons
validly claiming under or through persons participating in the Plan.
C. The Committee may at any time, and from time to time amend or
cancel any outstanding Award, but only with the consent of the person to whom
the Award was granted.
4. ELIGIBILITY
A. Any Employee is eligible to become a Participant in the Plan.
B. Directors who are not Employees of the Corporation or a
Subsidiary shall receive Awards in accordance with Section 7.
C. Consultants who are not Directors of the Corporation shall be
eligible to receive Awards in accordance with Section 8.
5. SHARES AVAILABLE
A. Subject to Section 16 of the Plan, the maximum number of
shares of Common Stock available for Award grants (including incentive stock
options) shall be 250,000. Notwithstanding the foregoing sentence, the maximum
number of shares of Common Stock that may be awarded under this Plan in the
form of restricted stock awards pursuant to Section 10 may be limited by the
Committee.
6. TERM
The Plan shall become effective on June 20, 1996, subject to the
approval of the Plan by the Corporation's stockholders, and shall continue in
effect until June 20, 2005.
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7. AWARDS TO NON-EMPLOYEE DIRECTORS
Options granted to Directors who are not Employees of the Corporation
or a Subsidiary shall be subject to the following terms:
(i) The exercise price shall be equal to 100% of the Fair
Market Value of the underlying Shares of Common Stock
on the date of the grant, payable in accordance with
the alternatives stated in Section 9.B.(ii) of the
Plan;
(ii) The term of the options shall be ten (10) years;
(iii) The options shall be exercisable beginning six months
after the date of the grant; and
(iv) The options shall be subject to Section 14 of the
Plan.
8. AWARDS TO CONSULTANTS
Consultants shall receive Awards in accordance with the following
terms:
A. No Awards of incentive stock options shall be made to
Consultants.
B. Awards of non-qualified stock options to such Consultants
shall be subject to the following terms:
(i) The exercise price shall be not less than 85% of the
Fair Market Value of the underlying shares of Common
Stock on the date of the grant, payable in accordance
with the alternatives stated in Sections 9.B(ii) and
(iii) of the Plan;
(ii) The term of the options shall be ten (10) years;
(iii) The options shall be exercisable beginning six months
after the date of the grant; and
(iv) The options shall be subject to Section 14 of the
Plan.
9. STOCK OPTIONS
A. Awards may be granted in the form of stock options. Stock
options may be incentive stock options within the meaning of Section 422A of
the Code or non-qualified stock options (i.e., stock options which are not
incentive stock options).
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B. Subject to Section 9.C. relating to incentive stock options,
options shall be in such form and contain such terms as the Committee deems
appropriate. While the terms of options need not be identical, each option
shall be subject to the following terms:
(i) The exercise price shall be the price set by the
Committee but may not be less than 85% of the Fair
Market Value of the underlying shares of Common Stock
on the date of the grant.
(ii) The exercise price shall be paid in cash (including
check, bank draft, or money order), or at the
discretion of the Committee, all or part of the
purchase price may be paid by delivery of the
optionee's full recourse promissory note, delivery of
Common Stock already owned by the Participant for at
least six (6) months and valued at its Fair Market
Value, or any combination of the foregoing methods of
payment. In the case of incentive stock options, the
terms of payment shall be determined at the time of
grant.
(iii) Promissory notes given as payment of the exercise
price, if permitted by the Committee, shall contain
such terms as set by the Committee which are not
inconsistent with the following: the unpaid
principal shall bear interest at a rate set from time
to time by the Committee; payments of principal and
interest shall be made no less frequently than
annually; no part of the note shall be payable later
than ten (10) years from the date of purchase of the
underlying shares of Common Stock; and the optionee
shall give such security as the Committee deems
necessary to ensure full payment.
(iv) The term of an option may not be greater than ten
(10) years from the date of the grant.
(v) Neither a person to whom an option is granted nor
such person's legal representative, heir, legatee or
distributee shall be deemed to be the holder of, or
to have any of the rights of a holder or owner with
respect to, any shares of Common Stock subject to
such option unless and until such person has
exercised the option.
C. The following special terms shall apply to grants of incentive
stock options:
(i) Subject to Section 9.C.(iii) of the Plan, the
exercise price of each incentive stock option shall
not be less than 100% of the Fair Market Value of the
underlying shares of Common Stock on the date of the
grant.
(ii) No incentive stock option shall be granted to any
Employee who directly or indirectly owns stock
possessing more than 10% of the total combined voting
power of all classes of stock of the Corporation,
unless at the time of such grant the exercise price
of the option is at least 110% of the Fair Market
Value of the underlying shares of Common Stock
subject to the option and such option is not
exercisable after the expiration of five (5) years
from the date of the grant.
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(iii) No incentive stock option shall be granted to a
person in his capacity as a Employee of a Subsidiary
if the Corporation has less than a 50% ownership
interest in such Subsidiary.
(iv) Options shall contain such other terms as may be
necessary to qualify the options granted therein as
incentive stock options pursuant to Section 422A of
the Code, or any successor statute.
10. RESTRICTED STOCK
A. Awards may be granted in the form of restricted stock.
B. Grants of restricted stock shall be awarded in exchange for
consideration in an amount determined by the Committee. The price, if any, of
such restricted stock shall be paid in cash, or at the discretion of the
Committee, all or part of the purchase price may be paid by delivery of the
Participant's full recourse promissory note, delivery of Common Stock already
owned by the Participant for at least six (6) months and valued at its Fair
Market Value, or any combination of the foregoing methods of payment, provided
no less than the par value of the stock is paid in cash, and the Participant
has rendered no less than three (3) months prior service to the Corporation.
C. Restricted stock awards shall be subject to such restrictions
as the Committee may impose and may include, if the Committee shall so
determine, restrictions on transferability and restrictions relating to
continued employment.
D. The Committee shall have the discretion to grant to a
Participant receiving restricted shares all or any of the rights of a
shareholder while such shares continue to be subject to restrictions.
11. PERFORMANCE UNITS AND PERFORMANCE SHARES
A. Awards may be granted in the form of Performance Units or
Performance Shares. Awards of Performance Units and Performance Shares shall
refer to a commitment by the Corporation to make a distribution to the
Participant or to his beneficiary depending on (i) the attainment of the
performance objective(s) and other conditions established by the Committee and
(ii) the base value of the Performance Unit or Performance Shares,
respectively, as established by the Committee.
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B. Settlement of Performance Units and Performance Shares may be
in cash, in shares of Common Stock, or a combination thereof. The Committee
may designate a method of converting Performance Units into Common Stock,
including, but not limited to, a method based on the Fair Market Value of
Common Stock over a series of consecutive trading days.
C. Participants shall not be entitled to exercise any voting
rights with respect to Performance Units or Performance Shares, but the
Committee in its sole discretion may attach dividend equivalents to such
Awards.
12. STOCK APPRECIATION RIGHTS
A. Awards may be granted in the form of stock appreciation
rights. Stock appreciation rights may be awarded in tandem with a stock
option, in addition to a stock option, or may be free-standing and unrelated to
a stock option.
B. A stock appreciation right entitles the Participant to receive
from the Corporation an amount equal to the positive difference between (i) the
Fair Market Value of Common Stock on the date of exercise of the stock
appreciation right and (ii) the grant price or some other amount as the
Committee may determine at the time of grant.
C. With respect to persons subject to Section 16 of the Exchange
Act, a stock appreciation right may only be exercised during a period which (i)
begins on the third business day following a date when the Corporation's
quarterly summary statement of sales and earnings is released to the public and
(ii) ends on the 12th business day following such date. This Section 12.C
shall not apply if the exercise occurs automatically on the date when a related
stock option expires.
D. Settlement of stock appreciation rights may be in cash, in
shares of Common Stock, or a combination thereof, as determined by the
Committee.
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13. DEFERRAL OF AWARDS
At the discretion of the Committee, payment of an Award, dividend
equivalent, or any portion thereof may be deferred until a time established by
the Committee. Deferrals shall be made in accordance with guidelines
established by the Committee to ensure that such deferrals comply with
applicable requirements of the Code and its regulations. Deferrals shall be
initiated by the delivery of a written, irrevocable election by the participant
to the Committee or its nominee. Such election shall be made prior to the date
specified by the Committee. The Committee may also (A) credit interest
equivalents on cash payments that are deferred and set the rates of such
interest equivalents and (B) credit dividends equivalents on deferred payments
denominated in the form of shares of Common Stock.
14. EXERCISE OF STOCK OPTIONS UPON TERMINATION OF EMPLOYMENT OR SERVICES.
A. Options granted under Section 7 and 9 shall be exercisable
upon the Participant's (i.e., Non-Employee Directors or Employees) termination
of service within the following periods only. The definition of termination of
service applicable to Consultants shall be defined and determined by the
Committee in its sole discretion. Subject to Section 22, stock options granted
to other Participants may permit the exercise of options upon the Participant's
termination of employment within the following periods, or such shorter periods
as determined by the Committee at the time of grant:
(i) If on account of death, within twelve (12) months of
such event by the person or persons to whom the
Participant's rights pass by will or the laws of
descent or distribution.
(ii) If on account of retirement (as defined from time to
time by Corporation policy), stock options may be
exercised within 3 months of such termination.
(iii) If on account of resignation, options may be
exercised within one (1) month of such termination.
(iv) If for cause (as defined from time to time by
Corporation policy), no unexercised option shall be
exercisable to any extent after termination.
(v) If on account of disability or leave of absence for
the purpose of servicing the government or the
country in which the principal place of employment of
the Participant is located, either in a military or a
civilian capacity, or for such other
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purpose or reason as the Committee may approve, a
Participant shall not be deemed during the period of
any such absence alone, to have terminated his
service, except as the Committee may otherwise
expressly provide.
(vi) If for any reason other than death, retirement,
resignation, cause, or disability, options may be
exercised within three (3) months of such
termination.
B. An unexercised option shall be exercisable only to the extent
that such option was exercisable on the date the Participant's employment or
service terminated. Notwithstanding the foregoing, and except as provided in
Section 14.A. above, terms relating to the exerciseability of options may be
amended by the Committee before or after such termination, except in respect to
options granted under Section 7.
C. In no case may an unexercised option be exercised to any
extent by anyone after expiration of its term.
15. NONASSIGNABILITY
The rights of a Participant under the Plan shall not be assignable by
such Participant, by operation of law or otherwise, except by will or the laws
of descent and distribution. During the lifetime of the person to whom a stock
option or similar right (including a stock appreciation right) is granted, such
person alone may exercise it. No Participant may create a lien on any funds,
securities, rights or other property to which such Participant may have an
interest under the Plan, or which is held by the Corporation for the account of
the Participant under the Plan.
16. ADJUSTMENT OF SHARES AVAILABLE
The Committee shall make appropriate and equitable adjustments in the
shares of Common Stock available for future Awards and the number of shares of
Common Stock covered by unexercised, unvested or unpaid Awards upon the
subdivision of the outstanding shares of Common Stock; the declaration of a
dividend payable in Common Stock; the declaration of a dividend payable in a
form other than Common Stock in an amount that has a material effect on the
price of the shares of Common Stock;
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the combination or consolidation of the outstanding shares of Common Stock (by
reclassification or otherwise) into a lesser number of shares of Common Stock;
a recapitalization; or a similar event.
17. PAYMENT OF WITHHOLDING TAXES
As a condition to receiving or exercising an Award, as the case may
be, the Participant shall pay to the Corporation or the employer Subsidiary the
amount of all applicable Federal, state, local and foreign taxes required by
law to be paid or withheld relating to receipt or exercise of the Award.
Alternatively, the Corporation may withhold shares of Common Stock with an
aggregate Fair Market Value equal to such withholding taxes, from any Award in
shares of Common Stock, to the extent the withholding is required by law. The
Corporation also may deduct such withholding taxes from any Award paid in cash.
18. AMENDMENTS
The Board of Directors may amend the Plan at any time and from time to
time, provided however, that the Board shall not amend the terms of the Plan
more frequently than permitted under Rule 16b-3. Rights and obligations under
any Award granted before amendment of the Plan shall not be materially altered
or impaired adversely by such amendment, except with consent of the person to
whom the Award was granted.
19. REGULATORY APPROVALS AND LISTINGS
Notwithstanding any other provision in the Plan, the Corporation shall
have no obligation to issue or deliver certificates for shares of Common Stock
under the Plan prior to (A) obtaining approval from any governmental agency
which the Corporation determines is necessary or advisable, (B) admission of
such shares to listing on the stock exchange on which the Common Stock may be
listed, and (C) completion of any registration or other qualification of such
shares under any state or Federal law or ruling of any governmental body which
the Corporation determines to be necessary or advisable.
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20. NO RIGHT TO CONTINUED EMPLOYMENT OR GRANTS
Participation in the Plan shall not give any Employee any right to
remain in the employ of the Corporation or any Subsidiary. Further, the
adoption of this Plan shall not be deemed to give any Employee or other
individual the right to be selected as a Participant or to be granted an Award.
21. NO RIGHT, TITLE, OR INTEREST IN CORPORATION ASSETS
No Participant shall have any rights as a shareholder of the
Corporation until Participant acquires an unconditional right under an Award to
have shares of Common Stock issued to such Participant. To the extent any
person acquires a right to receive payments from the Corporation under this
Plan, such rights shall be no greater than the rights of an unsecured creditor
of the Corporation.
22. SPECIAL PROVISION PERTAINING TO PERSONS SUBJECT TO SECTION 16
Notwithstanding any other item of this Plan, the following shall apply
to persons subject to Section 16 of the Exchange Act, except in the case of
death or disability:
A. Restricted stock or other equity securities (within the
meaning used in Rule 16b-3 of the Exchange Act or any successor rule) offered
pursuant to this Plan must be held for at least six (6) months from the date of
grant; and
B. At least six (6) months must elapse from the date of
acquisition of any stock option, Performance Unit, Performance Share, stock
appreciation right or other derivative security (within the meaning used in
Rule 16b-3 of the Exchange Act or any successor rule) issued pursuant to the
Plan to the date of disposition of such derivative security (other than upon
exercise or conversion) or its underlying equity security.
23. INDEMNIFICATION
In addition to such other rights of indemnification as they may have
as Directors, the members of the Board of Directors or the Committee
administering the Plan shall be indemnified by the Corporation against
reasonable expenses, including attorneys' fees, actually and necessarily
incurred in
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connection with the defense of any action, suit or proceeding, or in connection
with any appeal therein, to which they or any of them may be a party by reason
of any action taken or failure to act under or in connection with the Plan or
any Award granted thereunder, and against all amounts paid by them in
settlement thereof (provided such settlement is approved by legal counsel
selected by the Corporation) or paid by them in satisfaction of a judgment in
any such action, suit or proceeding, except in relation to matters as to which
it shall be adjudged in such action, suit or proceeding that such member is
liable for negligence or misconduct in the performance of his duties; provided
that within 60 days after institution of any such action, suit or proceeding,
the member shall in writing offer the Corporation the opportunity, at its own
expense, to handle and defend the same.
24. GOVERNING LAW
The Plan shall be governed by and construed in accordance with the
laws of the State of Delaware.
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Dates Referenced Herein and Documents Incorporated by Reference
| Referenced-On Page |
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| This ‘S-1’ Filing | | Date | | First | | Last | | | Other Filings |
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| |  |
| | 6/20/05 | | 4 | | | | | 8-K |
| Filed on: | | 7/2/96 |
| | 6/20/96 | | 4 |
| List all Filings |
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