As filed with the Securities and Exchange
Commission on October 19, 2000 Registration No. 333-____
________________________________________________________________________________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
______________________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
_______________________
HURCO COMPANIES, INC.
(Exact name of registrant as specified in its charter)
INDIANA 35-1150732
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
ONE TECHNOLOGY WAY, INDIANAPOLIS, INDIANA 46268
(Address of Principal Executive Offices) (Zip Code)
HURCO COMPANIES, INC.
1997 STOCK OPTION AND INCENTIVE PLAN
NON-QUALIFIED STOCK OPTION AGREEMENTS,
DATED JULY 8, 1996
DIRECTOR NON-QUALIFIED STOCK OPTION AGREEMENTS,
DATED DECEMBER 15, 1998
DIRECTOR NON-QUALIFIED STOCK OPTION AGREEMENTS,
DATED MAY 23, 2000
(Full title of the plans)
ROGER J. WOLF
ONE TECHNOLOGY WAY, INDIANAPOLIS, INDIANA 46268
(Name and address of agent for service)
(317) 293-5309
(Telephone number, including area code, of agent for service)
COPY TO:
DAVID C. WORRELL
BAKER & DANIELS
300 NORTH MERIDIAN STREET, SUITE 2700
INDIANAPOLIS, INDIANA 46204
(317) 237-0300
CALCULATION OF REGISTRATION FEE
TITLE OF SECURITIES AMOUNT PROPOSED PROPOSED AMOUNT
TO BE REGISTERED OF SHARES MAXIMUM MAXIMUM OF
TO BE OFFERING AGGREGATE REGISTRATION
REGISTERED PRICE OFFERING FEE
(1) PER SHARE PRICE
Common Stock, no par value 250,000 (2) $3.755 (3)(4) $938,750 (4) $247.83 (4)
Common Stock, no par value 50,000 (2) $5.125 (3) $256,250 (4) $67.65 (4)
Common Stock, no par value 75,000 (2) $5.813 (3) $435,975 (4) $115.10 (4)
Common Stock, no par value 30,000 (2) $3.75 (3) $112,500 (4) $29.70 (4)
Total 405,000 (2) $1,743,475 (4) $460.28 (4)
(1) Pursuant to Rule 416 under the Securities Act of 1933 (the "Securities
Act"), this Registration Statement also registers such additional shares
of Common Stock as may be offered or issued to prevent dilution resulting
from stock splits, stock dividends and similar transactions.
(2) Pursuant to this Registration Statement, of the 405,000 shares of Common
Stock registered hereby, 250,000 of such shares are registered for
issuance under the 1997 Stock Option and Incentive Plan and 155,000 of
such shares are registered for issuance pursuant to Director Non-
Qualified Stock Option Agreements between the Registrant and its outside
directors.
(3) With respect to 50,000 of the 155,000 shares registered for issuance
pursuant to Non-Qualified Stock Option Agreements dated July 8, 1996,
such shares are to be offered at $5.125 per share. With respect to
75,000 of the 155,000 shares registered for issuance pursuant to Director
Non-Qualified Stock Option Agreements dated December 15, 1998, such
shares are to be offered at $5.813 per share. With respect to 30,000 of
the 155,000 shares registered for issuance pursuant to Director Non-
Qualified Stock Option Agreements dated May 23, 2000, such shares are to
be offered at $3.75 per share. It is impracticable to state the maximum
offering price per share of the 250,000 shares registered for issuance
pursuant to the 1997 Stock Option and Incentive Plan. Shares offered
pursuant to incentive stock options granted under the 1997 Stock Option
and Incentive Plan are to be offered at not less than the market value of
one share of common stock of Hurco Companies, Inc. on the date such
incentive stock options are granted.
(4) With respect to the 250,000 shares registered hereby for issuance under
the 1997 Stock Option and Incentive Plan, the proposed maximum offering
price per share, the aggregate offering price and the amount of the
registration fee attributed thereto is computed in accordance with Rule
457(c) and (h) under the Securities Act using the average of the high and
low sale prices of the Common Stock as reported by Nasdaq on October 13,
2000, which was $3.755 per share. With respect to the 155,000 shares
registered for issuance pursuant to Director Non-Qualified Stock Option
Agreements, the proposed maximum offering price per share, the aggregate
offering price and the amount of the registration fee attributed thereto
is calculated based upon the prices such shares shall be offered for as
described in Footnote 3 above.
PART I
INFORMATION REQUIRED IN SECTION 10(A) PROSPECTUS
Information required by Part I of Form S-8 to be contained in the
Section 10(a) Prospectus is omitted from this Registration Statement in
accordance with Rule 428 under the Securities Act and the Note to Part I of
Form S-8.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The documents listed below are hereby incorporated by reference in
this Registration Statement:
(a) The Registrant's Annual Report on Form 10-K for the fiscal year
ended October 31, 1999;
(b) The Registrant's Quarterly Reports on Form 10-Q for the fiscal
quarters ended January 31, 2000, April 30, 2000 and July 31,
2000;
(c) The description of the Registrant's common stock, without par
value (the "Common Stock"), contained in the Registrant's
Registration Statement on Form 10 dated February 18, 1980,
including any amendments or reports filed for the purpose of
updating such description.
All documents subsequently filed by the Registrant pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934
(the "Exchange Act"), prior to the filing of a post-effective amendment
which indicates that all shares of Common Stock offered hereby have been
sold or which deregisters all shares of Common Stock offered hereby then
remaining unsold, are deemed to be incorporated herein by reference and to
be a part hereof from the date of filing of such documents. The Registrant
will promptly provide without charge to each person to whom a prospectus is
delivered, a copy of any or all information that has been incorporated
herein by reference (not including exhibits to the information that is
incorporated by reference unless such exhibits are specifically
incorporated by reference into such information) upon the written or oral
request of such person directed to the Secretary of the Company at its
principal offices, One Technology Way, Indianapolis, Indiana 46268, (317)
293-5309.
ITEM 4. DESCRIPTION OF SECURITIES.
Not Applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not Applicable.
ITEM 6. INDEMNIFICATION OF OFFICERS AND DIRECTORS.
Article VI, Section 1 of the Company's By-Laws states that the Company
shall, to the fullest extent permitted by the Indiana Business Corporation
Law, as amended, indemnify any person who is made a party to or who is
involved in any proceeding, by reason of the fact that he or she is or was
a director, officer, employee or agent of the Company, against certain
liabilities incurred by him or her in connection with such proceeding if he
or she acted in good faith and in a manner he reasonably believed to be in
or not opposed to the best interests of the Company, and, with respect to
any criminal proceeding, had no reasonable cause to believe his or her
conduct was unlawful. The Company has entered into employment agreements
with certain executive officers, which also provide indemnification against
certain liabilities.
Sections 23-1-37-1 to 23-1-37-15 of the Indiana Business Corporation
Law authorize a corporation to indemnify its directors and officers in
terms sufficiently broad to permit such indemnification (including
reimbursement of expenses incurred) under certain circumstances for
liabilities arising under the Securities Act.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not Applicable.
ITEM 8. EXHIBITS.
The list of Exhibits is incorporated herein by reference to the Index
to Exhibits.
ITEM 9. UNDERTAKINGS.
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) 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 (1)(i) and (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 section
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 the 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.
The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of
the registrant's annual report pursuant to section 13(a) or section 15(d)
of the Securities Exchange Act of 1934 (and, where applicable, each filing
of an employee benefit plan's annual report pursuant to section 15(d) of
the Securities Exchange Act of 1934) that is incorporated by reference in
the registration statement shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of
such securities at that time shall be deemed to be the initial bona fide
offering thereof.
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.
SIGNATURES
THE REGISTRANT. Pursuant to the requirements of the Securities Act,
the Registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-8 and has duly caused
this Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Indianapolis, State of Indiana,
on October 18, 2000.
HURCO COMPANIES, INC.
By: /S/ ROGER J. WOLF
Roger J. Wolf
Senior Vice President, Secretary,
Treasurer and Chief Financial Officer
POWER OF ATTORNEY
Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed by the following persons in their respective
capacities and on the respective dates indicated opposite their names.
Each person whose signature appears below hereby authorizes each of Brian
D. McLaughlin and Roger J. Wolf, each with full power of substitution, to
execute in the name and on behalf of such person any post-effective
amendment to this Registration Statement and to file the same, with
exhibits thereto, and other documents in connection therewith, making such
changes in this Registration Statement as the registrant deems appropriate,
and appoints each of Brian D. McLaughlin and Roger J. Wolf, each with full
power of substitution, attorney-in-fact to sign any amendment and any post-
effective amendment to this Registration Statement and to file the same,
with exhibits thereto, and other documents in connection therewith.
SIGNATURES CAPACITY DATE
/S/ BRIAN D. MCLAUGHLIN President, Chief October 18, 2000
Brian D. McLaughlin Executive Officer and
Director (Principal
Executive Officer)
/S/ ROGER J. WOLF Senior Vice-President, October 18, 2000
Roger J. Wolf Secretary, Treasurer
and Chief Financial
Officer (Principal
Financial Officer)
/S/ STEPHEN J. ALESIA Corporate Controller October 18, 2000
Stephen J. Alesia and Assistant Secretary
(Principal Accounting
Officer)
/S/ ROBERT W. CRUICKSHANK Director October 18, 2000
Robert W. Cruickshank
/S/ MICHAEL DOAR Director October 18, 2000
Michael Doar
/S/ HENDRIK J. HARTONG, JR. Director October 18, 2000
Hendrik J. Hartong, Jr.
/S/ RICHARD T. NINER Director October 18, 2000
Richard T. Niner
/S/ O. CURTIS NOEL Director October 18, 2000
O. Curtis Noel
/S/ CHARLES E. MITCHELL RENTSCHLER Director October 18, 2000
Charles E. Mitchell Rentschler
INDEX TO EXHIBITS
Exhibit
DESCRIPTION OF EXHIBIT
NO.
4.1 Amended and Restated Articles of Incorporation of the Registrant
and related amendments. (The copy of this Exhibit filed as Exhibit
3.1 to the Registrant's Quarterly Report on Form 10-Q for the
quarter ended July 31, 1997 is incorporated by reference.)
4.2 Amended and Restated By-Laws of the Registrant, as amended to date.
(The copy of this Exhibit filed as Exhibit 3.2 to the Registrant's
Quarterly Report on Form 10-Q for the quarter ended January 31,
2000 is incorporated by reference.)
4.3 Amended 1997 Stock Option and Incentive Plan of the Registrant.
(The copy of this Exhibit filed as Exhibit 10.1 to the Registrant's
Quarterly Report on Form 10-Q for the quarter ended July 31, 2000
is incorporated by reference.)
4.4 Non-Qualified Stock Option Agreement, dated July 8, 1996, by and
between Hurco Companies, Inc. and Hendrik J. Hartong, Jr. (The
copy of this Exhibit filed as Exhibit 10.47 to the Registrant's
Annual Report on Form 10-K for the year ended October 31, 1996 is
incorporated by reference.)
4.5 Non-Qualified Stock Option Agreement, dated July 8, 1996, by and
between Hurco Companies, Inc. and Andrew L. Lewis, IV. (The copy
of this Exhibit filed as Exhibit 10.48 to the Registrant's Annual
Report on Form 10-K for the year ended October 31, 1996 is
incorporated by reference.)
4.6 Non-Qualified Stock Option Agreement, dated July 8, 1996, by and
between Hurco Companies, Inc. and Richard T. Niner. (The copy of
this Exhibit filed as Exhibit 10.49 to the Registrant's Annual
Report on Form 10-K for the year ended October 31, 1996 is
incorporated by reference.)
4.7 Non-Qualified Stock Option Agreement, dated July 8, 1996, by and
between Hurco Companies, Inc. and O. Curtis Noel. (The copy of
this Exhibit filed as Exhibit 10.50 to the Registrant's Annual
Report on Form 10-K for the year ended October 31, 1996 is
incorporated by reference.)
4.8 Non-Qualified Stock Option Agreement, dated July 8, 1996, by and
between Hurco Companies, Inc. and Charles E. Mitchell Rentschler.
(The copy of this Exhibit filed as Exhibit 10.51 to the
Registrant's Annual Report on Form 10-K for the year ended October
31, 1996 is incorporated by reference.)
4.9 Director Non-Qualified Stock Option Agreement, dated December 15,
1998, by and between Hurco Companies, Inc. and Hendrik J. Hartong,
Jr.
4.10 Director Non-Qualified Stock Option Agreement, dated December 15,
1998, by and between Hurco Companies, Inc. and Andrew L. Lewis, IV.
4.11 Director Non-Qualified Stock Option Agreement, dated December 15,
1998, by and between Hurco Companies, Inc. and Richard T. Niner.
4.12 Director Non-Qualified Stock Option Agreement, dated December 15,
1998, by and between Hurco Companies, Inc. and O. Curtis Noel.
4.13 Director Non-Qualified Stock Option Agreement, dated December 15,
1998, by and between Hurco Companies, Inc. and Charles E. Mitchell
Rentschler.
4.14 Director Non-Qualified Stock Option Agreement, dated May 23, 2000,
by and between Hurco Companies, Inc. and Michael Doar.
4.15 Director Non-Qualified Stock Option Agreement, dated May 23, 2000,
by and between Hurco Companies, Inc. and Robert Cruickshank.
5 Opinion of Baker & Daniels regarding legality of the securities
being registered.
23.1 Consent of Arthur Andersen LLP.
23.2 Consent of Baker & Daniels (included in Baker & Daniels Opinion
filed as Exhibit 5).
24 Power of Attorney (included on the Signature Page of the
Registration Statement).
EXHIBIT 4.9
DIRECTOR NON-QUALIFIED STOCK OPTION AGREEMENT
This Director Non-Qualified Stock Option Agreement ("Agreement") has
been entered into as of the 15{th} day of December, 1998, between Hurco
Companies, Inc., an Indiana corporation (the "Company") and Hendrick J.
Hartong, Jr., a director of the Company ("Director").
WHEREAS, the Board of Directors of the Company has granted to Director
an option to purchase shares of the Company's common stock, no par value
(the "Common Stock"), pursuant to the terms and conditions as provided in
this Agreement; and
WHEREAS, the Company and Director desire to set forth the terms and
conditions of the option;
WHEREAS, the option evidenced by this Agreement is separate and
distinct from options granted pursuant to the 1997 Stock Option Plan of the
Company;
NOW, THEREFORE, in consideration of the mutual covenants and
agreements contained in this Agreement, the Company and Director agree as
follows:
1. GRANT OF OPTION AND EXERCISE PRICE. Subject to the terms and
conditions stated in this Agreement, on December 15, 1998 (the "Date of
Grant"), the Committee granted to Director an option (the "Option") to
purchase 15,000 shares of the Company's Common Stock (the "Shares") at an
exercise price of $5.813 per Share (the "Exercise Price").
2. NON-QUALIFIED STOCK OPTION. The Option is not intended to qualify
as an incentive stock option under Section 422 of the Internal Revenue Code
of 1986, as amended.
3. EXERCISE OF OPTION. The Option shall become fully exercisable on
December 15, 1999. Notwithstanding the foregoing, the Option shall become
immediately exercisable upon a Change in Control of the Company. For
purposes of this Agreement, a Change in Control of the Company means (a)
the acquisition of 25% or more of the outstanding shares of Common Stock of
the Company; (b) any merger or consolidation involving the Company, if
following such merger or consolidation, the persons who were the
shareholders of the Company prior to such transaction own less than 50% of
the outstanding capital stock of the surviving or consolidated corporation;
(c) individuals who are currently Directors of the Company cease for any
reason to constitute at least a majority of the Board of Directors of the
Company (provided, however, that any individual becoming a Director whose
election or nomination for election was approved by a vote of at least a
majority of the Directors then comprising the current Directors, shall be
considered a current Director); or (d) approval by the shareholders of the
Company of a complete liquidation or dissolution of the Company or the sale
or other disposition of all or substantially all of the assets of the
Company.
4. TERM OF OPTION. Unless sooner terminated as provided in this
Agreement, the Option shall expire on December 14, 2004. In the event that
Director ceases to serve as a director of the Company for any reason other
than his death or total disability, the Option shall terminate six (6)
months after termination of service. In the event that Director ceases to
serve as a director because of his death or total disability, the Option
shall terminate twelve (12) months after termination of service.
5. RECLASSIFICATION, CONSOLIDATION OR MERGER. If and to the extent
that the number of issued shares of the Common Stock of the Company shall
be increased or reduced by change in par value, split up, reclassification,
distribution of a stock dividend of 5% or more, or the like, the number of
shares subject to the Option and the Exercise Price per share shall be
proportionately adjusted.
If the Company is the surviving corporation in any reorganization,
consolidation or merger with another corporation, Director shall be
entitled to receive options covering shares of such reorganized,
consolidated, or merged company in the same proportion, at an equivalent
price, and subject to the same conditions, provided, however, that the new
option or assumption of the Option shall not give the Director additional
benefits which he did not have under the Option, or deprive him of benefits
which he had under the Option.
6. RIGHTS PRIOR TO EXERCISE OF OPTION. The Option is non-
transferrable by Director and is exercisable only by him during his
lifetime, except that in the case of his judicially declared incompetence
or disability the Option may be exercised by the legally appointed guardian
or conservator of his estate. In the case of the Director's death while
any part of the Option is outstanding, the Option may be exercised by the
executor of his will or administrator of his estate or, if the
administration of his estate has been closed, by his heirs or legatees
entitled thereto. Neither Director nor any person claiming under or
through him shall have any rights as a shareholder of the Company with
respect to any of the option shares until full payment of the Exercise
Price and delivery to him or certificates for such shares as herein
provided.
7. RESTRICTIONS ON DISPOSITION. All shares acquired by Director
pursuant to this Agreement shall be subject to the following restrictions:
The shares will be "restricted securities" as defined in Rule 144 under the
Securities Act of 1933 ("Act") and must be held unless subsequently
registered under the Act or an exemption from such registration is
available. The Company is not obligated to register the shares under the
Act. The shares acquired pursuant to exercise of the Option shall be
acquired for Director's own account for investment for an indefinite period
and not with a view to the sale or distribution of any part or all thereof,
by public or private sale or other disposition. Notwithstanding the
foregoing, the Company may refuse to transfer the shares until it receives
an opinion of counsel for the Company that such transfer is exempt from
registration under the Act or qualification under any other securities law.
8. PAYMENT OF TAXES ON EXERCISE OF OPTION. Whenever shares of Common
Stock are to be issued to Director in connection with the exercise of the
Option, the Company shall have the right to require him to remit to the
Company an amount sufficient to satisfy federal, state and local
withholding tax requirements prior to the delivery of any certificate or
certificates for such shares. In the alternative, the Company may elect to
withhold from the shares to be issued that number of shares (based on the
market value of the stock at that time) which would satisfy the tax
withholding amount due.
9. BINDING EFFECT. This Agreement shall inure to the benefit of and
be binding upon the parties hereto and their respective heirs, executors,
administrators, successors and assigns.
10. GOVERNING LAW. This Agreement shall be governed by and construed
in accordance with the laws of the State of Indiana.
11. NOTICES. All notices and other communications required or
permitted under this Agreement shall be written and shall be delivered
personally or sent by registered or certified first-class mail, postage
prepaid and return receipt required, addressed as follows: if to the
Company, to the Company's principal office at One Technology Way,
Indianapolis, Indiana 46268, and if to the Director or his or her
successor, to the address last furnished by the Director to the Company.
Each notice and communication shall be deemed to have been given when
received by the Company or the Director.
IN WITNESS WHEREOF, the Company and Director have executed this
Agreement as of the date first written above.
HURCO COMPANIES, INC.
By: /S/ BRIAN D. MCLAUGHLIN
Brian D. McLaughlin, President & CEO
/S/ HENDRICK J. HARTONG, JR.
Signature of Director
EXHIBIT 4.10
DIRECTOR NON-QUALIFIED STOCK OPTION AGREEMENT
This Director Non-Qualified Stock Option Agreement ("Agreement") has
been entered into as of the 15{th} day of December, 1998, between Hurco
Companies, Inc., an Indiana corporation (the "Company") and Andrew L.
Lewis, IV., a director of the Company ("Director").
WHEREAS, the Board of Directors of the Company has granted to Director
an option to purchase shares of the Company's common stock, no par value
(the "Common Stock"), pursuant to the terms and conditions as provided in
this Agreement; and
WHEREAS, the Company and Director desire to set forth the terms and
conditions of the option;
WHEREAS, the option evidenced by this Agreement is separate and
distinct from options granted pursuant to the 1997 Stock Option Plan of the
Company;
NOW, THEREFORE, in consideration of the mutual covenants and
agreements contained in this Agreement, the Company and Director agree as
follows:
1. GRANT OF OPTION AND EXERCISE PRICE. Subject to the terms and
conditions stated in this Agreement, on December 15, 1998 (the "Date of
Grant"), the Committee granted to Director an option (the "Option") to
purchase 15,000 shares of the Company's Common Stock (the "Shares") at an
exercise price of $5.813 per Share (the "Exercise Price").
2. NON-QUALIFIED STOCK OPTION. The Option is not intended to qualify
as an incentive stock option under Section 422 of the Internal Revenue Code
of 1986, as amended.
3. EXERCISE OF OPTION. The Option shall become fully exercisable on
December 15, 1999. Notwithstanding the foregoing, the Option shall become
immediately exercisable upon a Change in Control of the Company. For
purposes of this Agreement, a Change in Control of the Company means (a)
the acquisition of 25% or more of the outstanding shares of Common Stock of
the Company; (b) any merger or consolidation involving the Company, if
following such merger or consolidation, the persons who were the
shareholders of the Company prior to such transaction own less than 50% of
the outstanding capital stock of the surviving or consolidated corporation;
(c) individuals who are currently Directors of the Company cease for any
reason to constitute at least a majority of the Board of Directors of the
Company (provided, however, that any individual becoming a Director whose
election or nomination for election was approved by a vote of at least a
majority of the Directors then comprising the current Directors, shall be
considered a current Director); or (d) approval by the shareholders of the
Company of a complete liquidation or dissolution of the Company or the sale
or other disposition of all or substantially all of the assets of the
Company.
4. TERM OF OPTION. Unless sooner terminated as provided in this
Agreement, the Option shall expire on December 14, 2004. In the event that
Director ceases to serve as a director of the Company for any reason other
than his death or total disability, the Option shall terminate six (6)
months after termination of service. In the event that Director ceases to
serve as a director because of his death or total disability, the Option
shall terminate twelve (12) months after termination of service.
5. RECLASSIFICATION, CONSOLIDATION OR MERGER. If and to the extent
that the number of issued shares of the Common Stock of the Company shall
be increased or reduced by change in par value, split up, reclassification,
distribution of a stock dividend of 5% or more, or the like, the number of
shares subject to the Option and the Exercise Price per share shall be
proportionately adjusted.
If the Company is the surviving corporation in any reorganization,
consolidation or merger with another corporation, Director shall be
entitled to receive options covering shares of such reorganized,
consolidated, or merged company in the same proportion, at an equivalent
price, and subject to the same conditions, provided, however, that the new
option or assumption of the Option shall not give the Director additional
benefits which he did not have under the Option, or deprive him of benefits
which he had under the Option.
6. RIGHTS PRIOR TO EXERCISE OF OPTION. The Option is non-
transferrable by Director and is exercisable only by him during his
lifetime, except that in the case of his judicially declared incompetence
or disability the Option may be exercised by the legally appointed guardian
or conservator of his estate. In the case of the Director's death while
any part of the Option is outstanding, the Option may be exercised by the
executor of his will or administrator of his estate or, if the
administration of his estate has been closed, by his heirs or legatees
entitled thereto. Neither Director nor any person claiming under or
through him shall have any rights as a shareholder of the Company with
respect to any of the option shares until full payment of the Exercise
Price and delivery to him or certificates for such shares as herein
provided.
7. RESTRICTIONS ON DISPOSITION. All shares acquired by Director
pursuant to this Agreement shall be subject to the following restrictions:
The shares will be "restricted securities" as defined in Rule 144 under the
Securities Act of 1933 ("Act") and must be held unless subsequently
registered under the Act or an exemption from such registration is
available. The Company is not obligated to register the shares under the
Act. The shares acquired pursuant to exercise of the Option shall be
acquired for Director's own account for investment for an indefinite period
and not with a view to the sale or distribution of any part or all thereof,
by public or private sale or other disposition. Notwithstanding the
foregoing, the Company may refuse to transfer the shares until it receives
an opinion of counsel for the Company that such transfer is exempt from
registration under the Act or qualification under any other securities law.
8. PAYMENT OF TAXES ON EXERCISE OF OPTION. Whenever shares of Common
Stock are to be issued to Director in connection with the exercise of the
Option, the Company shall have the right to require him to remit to the
Company an amount sufficient to satisfy federal, state and local
withholding tax requirements prior to the delivery of any certificate or
certificates for such shares. In the alternative, the Company may elect to
withhold from the shares to be issued that number of shares (based on the
market value of the stock at that time) which would satisfy the tax
withholding amount due.
9. BINDING EFFECT. This Agreement shall inure to the benefit of and
be binding upon the parties hereto and their respective heirs, executors,
administrators, successors and assigns.
10. GOVERNING LAW. This Agreement shall be governed by and construed
in accordance with the laws of the State of Indiana.
11. NOTICES. All notices and other communications required or
permitted under this Agreement shall be written and shall be delivered
personally or sent by registered or certified first-class mail, postage
prepaid and return receipt required, addressed as follows: if to the
Company, to the Company's principal office at One Technology Way,
Indianapolis, Indiana 46268, and if to the Director or his or her
successor, to the address last furnished by the Director to the Company.
Each notice and communication shall be deemed to have been given when
received by the Company or the Director.
IN WITNESS WHEREOF, the Company and Director have executed this
Agreement as of the date first written above.
HURCO COMPANIES, INC.
By: /S/ BRIAN D. MCLAUGHLIN
Brian D. McLaughlin, President & CEO
/S/ ANDREW L. LEWIS, IV
Signature of Director
EXHIBIT 4.11
DIRECTOR NON-QUALIFIED STOCK OPTION AGREEMENT
This Director Non-Qualified Stock Option Agreement ("Agreement") has
been entered into as of the 15{th} day of December, 1998, between Hurco
Companies, Inc., an Indiana corporation (the "Company") and Richard T.
Niner, a director of the Company ("Director").
WHEREAS, the Board of Directors of the Company has granted to Director
an option to purchase shares of the Company's common stock, no par value
(the "Common Stock"), pursuant to the terms and conditions as provided in
this Agreement; and
WHEREAS, the Company and Director desire to set forth the terms and
conditions of the option;
WHEREAS, the option evidenced by this Agreement is separate and
distinct from options granted pursuant to the 1997 Stock Option Plan of the
Company;
NOW, THEREFORE, in consideration of the mutual covenants and
agreements contained in this Agreement, the Company and Director agree as
follows:
1. GRANT OF OPTION AND EXERCISE PRICE. Subject to the terms and
conditions stated in this Agreement, on December 15, 1998 (the "Date of
Grant"), the Committee granted to Director an option (the "Option") to
purchase 15,000 shares of the Company's Common Stock (the "Shares") at an
exercise price of $5.813 per Share (the "Exercise Price").
2. NON-QUALIFIED STOCK OPTION. The Option is not intended to qualify
as an incentive stock option under Section 422 of the Internal Revenue Code
of 1986, as amended.
3. EXERCISE OF OPTION. The Option shall become fully exercisable on
December 15, 1999. Notwithstanding the foregoing, the Option shall become
immediately exercisable upon a Change in Control of the Company. For
purposes of this Agreement, a Change in Control of the Company means (a)
the acquisition of 25% or more of the outstanding shares of Common Stock of
the Company; (b) any merger or consolidation involving the Company, if
following such merger or consolidation, the persons who were the
shareholders of the Company prior to such transaction own less than 50% of
the outstanding capital stock of the surviving or consolidated corporation;
(c) individuals who are currently Directors of the Company cease for any
reason to constitute at least a majority of the Board of Directors of the
Company (provided, however, that any individual becoming a Director whose
election or nomination for election was approved by a vote of at least a
majority of the Directors then comprising the current Directors, shall be
considered a current Director); or (d) approval by the shareholders of the
Company of a complete liquidation or dissolution of the Company or the sale
or other disposition of all or substantially all of the assets of the
Company.
4. TERM OF OPTION. Unless sooner terminated as provided in this
Agreement, the Option shall expire on December 14, 2004. In the event that
Director ceases to serve as a director of the Company for any reason other
than his death or total disability, the Option shall terminate six (6)
months after termination of service. In the event that Director ceases to
serve as a director because of his death or total disability, the Option
shall terminate twelve (12) months after termination of service.
5. RECLASSIFICATION, CONSOLIDATION OR MERGER. If and to the extent
that the number of issued shares of the Common Stock of the Company shall
be increased or reduced by change in par value, split up, reclassification,
distribution of a stock dividend of 5% or more, or the like, the number of
shares subject to the Option and the Exercise Price per share shall be
proportionately adjusted.
If the Company is the surviving corporation in any reorganization,
consolidation or merger with another corporation, Director shall be
entitled to receive options covering shares of such reorganized,
consolidated, or merged company in the same proportion, at an equivalent
price, and subject to the same conditions, provided, however, that the new
option or assumption of the Option shall not give the Director additional
benefits which he did not have under the Option, or deprive him of benefits
which he had under the Option.
6. RIGHTS PRIOR TO EXERCISE OF OPTION. The Option is non-
transferrable by Director and is exercisable only by him during his
lifetime, except that in the case of his judicially declared incompetence
or disability the Option may be exercised by the legally appointed guardian
or conservator of his estate. In the case of the Director's death while
any part of the Option is outstanding, the Option may be exercised by the
executor of his will or administrator of his estate or, if the
administration of his estate has been closed, by his heirs or legatees
entitled thereto. Neither Director nor any person claiming under or
through him shall have any rights as a shareholder of the Company with
respect to any of the option shares until full payment of the Exercise
Price and delivery to him or certificates for such shares as herein
provided.
7. RESTRICTIONS ON DISPOSITION. All shares acquired by Director
pursuant to this Agreement shall be subject to the following restrictions:
The shares will be "restricted securities" as defined in Rule 144 under the
Securities Act of 1933 ("Act") and must be held unless subsequently
registered under the Act or an exemption from such registration is
available. The Company is not obligated to register the shares under the
Act. The shares acquired pursuant to exercise of the Option shall be
acquired for Director's own account for investment for an indefinite period
and not with a view to the sale or distribution of any part or all thereof,
by public or private sale or other disposition. Notwithstanding the
foregoing, the Company may refuse to transfer the shares until it receives
an opinion of counsel for the Company that such transfer is exempt from
registration under the Act or qualification under any other securities law.
8. PAYMENT OF TAXES ON EXERCISE OF OPTION. Whenever shares of Common
Stock are to be issued to Director in connection with the exercise of the
Option, the Company shall have the right to require him to remit to the
Company an amount sufficient to satisfy federal, state and local
withholding tax requirements prior to the delivery of any certificate or
certificates for such shares. In the alternative, the Company may elect to
withhold from the shares to be issued that number of shares (based on the
market value of the stock at that time) which would satisfy the tax
withholding amount due.
9. BINDING EFFECT. This Agreement shall inure to the benefit of and
be binding upon the parties hereto and their respective heirs, executors,
administrators, successors and assigns.
10. GOVERNING LAW. This Agreement shall be governed by and construed
in accordance with the laws of the State of Indiana.
11. NOTICES. All notices and other communications required or
permitted under this Agreement shall be written and shall be delivered
personally or sent by registered or certified first-class mail, postage
prepaid and return receipt required, addressed as follows: if to the
Company, to the Company's principal office at One Technology Way,
Indianapolis, Indiana 46268, and if to the Director or his or her
successor, to the address last furnished by the Director to the Company.
Each notice and communication shall be deemed to have been given when
received by the Company or the Director.
IN WITNESS WHEREOF, the Company and Director have executed this
Agreement as of the date first written above.
HURCO COMPANIES, INC.
By: /S/ BRIAN D. MCLAUGHLIN
Brian D. McLaughlin, President & CEO
/S/ RICHARD T. NINER
Signature of Director
EXHIBIT 4.12
DIRECTOR NON-QUALIFIED STOCK OPTION AGREEMENT
This Director Non-Qualified Stock Option Agreement ("Agreement") has
been entered into as of the 15{th} day of December, 1998, between Hurco
Companies, Inc., an Indiana corporation (the "Company") and O. Curtis Noel,
a director of the Company ("Director").
WHEREAS, the Board of Directors of the Company has granted to Director
an option to purchase shares of the Company's common stock, no par value
(the "Common Stock"), pursuant to the terms and conditions as provided in
this Agreement; and
WHEREAS, the Company and Director desire to set forth the terms and
conditions of the option;
WHEREAS, the option evidenced by this Agreement is separate and
distinct from options granted pursuant to the 1997 Stock Option Plan of the
Company;
NOW, THEREFORE, in consideration of the mutual covenants and
agreements contained in this Agreement, the Company and Director agree as
follows:
1. GRANT OF OPTION AND EXERCISE PRICE. Subject to the terms and
conditions stated in this Agreement, on December 15, 1998 (the "Date of
Grant"), the Committee granted to Director an option (the "Option") to
purchase 15,000 shares of the Company's Common Stock (the "Shares") at an
exercise price of $5.813 per Share (the "Exercise Price").
2. NON-QUALIFIED STOCK OPTION. The Option is not intended to qualify
as an incentive stock option under Section 422 of the Internal Revenue Code
of 1986, as amended.
3. EXERCISE OF OPTION. The Option shall become fully exercisable on
December 15, 1999. Notwithstanding the foregoing, the Option shall become
immediately exercisable upon a Change in Control of the Company. For
purposes of this Agreement, a Change in Control of the Company means (a)
the acquisition of 25% or more of the outstanding shares of Common Stock of
the Company; (b) any merger or consolidation involving the Company, if
following such merger or consolidation, the persons who were the
shareholders of the Company prior to such transaction own less than 50% of
the outstanding capital stock of the surviving or consolidated corporation;
(c) individuals who are currently Directors of the Company cease for any
reason to constitute at least a majority of the Board of Directors of the
Company (provided, however, that any individual becoming a Director whose
election or nomination for election was approved by a vote of at least a
majority of the Directors then comprising the current Directors, shall be
considered a current Director); or (d) approval by the shareholders of the
Company of a complete liquidation or dissolution of the Company or the sale
or other disposition of all or substantially all of the assets of the
Company.
4. TERM OF OPTION. Unless sooner terminated as provided in this
Agreement, the Option shall expire on December 14, 2004. In the event that
Director ceases to serve as a director of the Company for any reason other
than his death or total disability, the Option shall terminate six (6)
months after termination of service. In the event that Director ceases to
serve as a director because of his death or total disability, the Option
shall terminate twelve (12) months after termination of service.
5. RECLASSIFICATION, CONSOLIDATION OR MERGER. If and to the extent
that the number of issued shares of the Common Stock of the Company shall
be increased or reduced by change in par value, split up, reclassification,
distribution of a stock dividend of 5% or more, or the like, the number of
shares subject to the Option and the Exercise Price per share shall be
proportionately adjusted.
If the Company is the surviving corporation in any reorganization,
consolidation or merger with another corporation, Director shall be
entitled to receive options covering shares of such reorganized,
consolidated, or merged company in the same proportion, at an equivalent
price, and subject to the same conditions, provided, however, that the new
option or assumption of the Option shall not give the Director additional
benefits which he did not have under the Option, or deprive him of benefits
which he had under the Option.
6. RIGHTS PRIOR TO EXERCISE OF OPTION. The Option is non-
transferrable by Director and is exercisable only by him during his
lifetime, except that in the case of his judicially declared incompetence
or disability the Option may be exercised by the legally appointed guardian
or conservator of his estate. In the case of the Director's death while
any part of the Option is outstanding, the Option may be exercised by the
executor of his will or administrator of his estate or, if the
administration of his estate has been closed, by his heirs or legatees
entitled thereto. Neither Director nor any person claiming under or
through him shall have any rights as a shareholder of the Company with
respect to any of the option shares until full payment of the Exercise
Price and delivery to him or certificates for such shares as herein
provided.
7. RESTRICTIONS ON DISPOSITION. All shares acquired by Director
pursuant to this Agreement shall be subject to the following restrictions:
The shares will be "restricted securities" as defined in Rule 144 under the
Securities Act of 1933 ("Act") and must be held unless subsequently
registered under the Act or an exemption from such registration is
available. The Company is not obligated to register the shares under the
Act. The shares acquired pursuant to exercise of the Option shall be
acquired for Director's own account for investment for an indefinite period
and not with a view to the sale or distribution of any part or all thereof,
by public or private sale or other disposition. Notwithstanding the
foregoing, the Company may refuse to transfer the shares until it receives
an opinion of counsel for the Company that such transfer is exempt from
registration under the Act or qualification under any other securities law.
8. PAYMENT OF TAXES ON EXERCISE OF OPTION. Whenever shares of Common
Stock are to be issued to Director in connection with the exercise of the
Option, the Company shall have the right to require him to remit to the
Company an amount sufficient to satisfy federal, state and local
withholding tax requirements prior to the delivery of any certificate or
certificates for such shares. In the alternative, the Company may elect to
withhold from the shares to be issued that number of shares (based on the
market value of the stock at that time) which would satisfy the tax
withholding amount due.
9. BINDING EFFECT. This Agreement shall inure to the benefit of and
be binding upon the parties hereto and their respective heirs, executors,
administrators, successors and assigns.
10. GOVERNING LAW. This Agreement shall be governed by and construed
in accordance with the laws of the State of Indiana.
11. NOTICES. All notices and other communications required or
permitted under this Agreement shall be written and shall be delivered
personally or sent by registered or certified first-class mail, postage
prepaid and return receipt required, addressed as follows: if to the
Company, to the Company's principal office at One Technology Way,
Indianapolis, Indiana 46268, and if to the Director or his or her
successor, to the address last furnished by the Director to the Company.
Each notice and communication shall be deemed to have been given when
received by the Company or the Director.
IN WITNESS WHEREOF, the Company and Director have executed this
Agreement as of the date first written above.
HURCO COMPANIES, INC.
By: /S/ BRIAN D. MCLAUGHLIN
Brian D. McLaughlin, President & CEO
/S/ O. CURTIS NOEL
Signature of Director
EXHIBIT 4.13
DIRECTOR NON-QUALIFIED STOCK OPTION AGREEMENT
This Director Non-Qualified Stock Option Agreement ("Agreement") has
been entered into as of the 15{th} day of December, 1998, between Hurco
Companies, Inc., an Indiana corporation (the "Company") and Charles E.
Mitchell Rentschler, a director of the Company ("Director").
WHEREAS, the Board of Directors of the Company has granted to Director
an option to purchase shares of the Company's common stock, no par value
(the "Common Stock"), pursuant to the terms and conditions as provided in
this Agreement; and
WHEREAS, the Company and Director desire to set forth the terms and
conditions of the option;
WHEREAS, the option evidenced by this Agreement is separate and
distinct from options granted pursuant to the 1997 Stock Option Plan of the
Company;
NOW, THEREFORE, in consideration of the mutual covenants and
agreements contained in this Agreement, the Company and Director agree as
follows:
1. GRANT OF OPTION AND EXERCISE PRICE. Subject to the terms and
conditions stated in this Agreement, on December 15, 1998 (the "Date of
Grant"), the Committee granted to Director an option (the "Option") to
purchase 15,000 shares of the Company's Common Stock (the "Shares") at an
exercise price of $5.813 per Share (the "Exercise Price").
2. NON-QUALIFIED STOCK OPTION. The Option is not intended to qualify
as an incentive stock option under Section 422 of the Internal Revenue Code
of 1986, as amended.
3. EXERCISE OF OPTION. The Option shall become fully exercisable on
December 15, 1999. Notwithstanding the foregoing, the Option shall become
immediately exercisable upon a Change in Control of the Company. For
purposes of this Agreement, a Change in Control of the Company means (a)
the acquisition of 25% or more of the outstanding shares of Common Stock of
the Company; (b) any merger or consolidation involving the Company, if
following such merger or consolidation, the persons who were the
shareholders of the Company prior to such transaction own less than 50% of
the outstanding capital stock of the surviving or consolidated corporation;
(c) individuals who are currently Directors of the Company cease for any
reason to constitute at least a majority of the Board of Directors of the
Company (provided, however, that any individual becoming a Director whose
election or nomination for election was approved by a vote of at least a
majority of the Directors then comprising the current Directors, shall be
considered a current Director); or (d) approval by the shareholders of the
Company of a complete liquidation or dissolution of the Company or the sale
or other disposition of all or substantially all of the assets of the
Company.
4. TERM OF OPTION. Unless sooner terminated as provided in this
Agreement, the Option shall expire on December 14, 2004. In the event that
Director ceases to serve as a director of the Company for any reason other
than his death or total disability, the Option shall terminate six (6)
months after termination of service. In the event that Director ceases to
serve as a director because of his death or total disability, the Option
shall terminate twelve (12) months after termination of service.
5. RECLASSIFICATION, CONSOLIDATION OR MERGER. If and to the extent
that the number of issued shares of the Common Stock of the Company shall
be increased or reduced by change in par value, split up, reclassification,
distribution of a stock dividend of 5% or more, or the like, the number of
shares subject to the Option and the Exercise Price per share shall be
proportionately adjusted.
If the Company is the surviving corporation in any reorganization,
consolidation or merger with another corporation, Director shall be
entitled to receive options covering shares of such reorganized,
consolidated, or merged company in the same proportion, at an equivalent
price, and subject to the same conditions, provided, however, that the new
option or assumption of the Option shall not give the Director additional
benefits which he did not have under the Option, or deprive him of benefits
which he had under the Option.
6. RIGHTS PRIOR TO EXERCISE OF OPTION. The Option is non-
transferrable by Director and is exercisable only by him during his
lifetime, except that in the case of his judicially declared incompetence
or disability the Option may be exercised by the legally appointed guardian
or conservator of his estate. In the case of the Director's death while
any part of the Option is outstanding, the Option may be exercised by the
executor of his will or administrator of his estate or, if the
administration of his estate has been closed, by his heirs or legatees
entitled thereto. Neither Director nor any person claiming under or
through him shall have any rights as a shareholder of the Company with
respect to any of the option shares until full payment of the Exercise
Price and delivery to him or certificates for such shares as herein
provided.
7. RESTRICTIONS ON DISPOSITION. All shares acquired by Director
pursuant to this Agreement shall be subject to the following restrictions:
The shares will be "restricted securities" as defined in Rule 144 under the
Securities Act of 1933 ("Act") and must be held unless subsequently
registered under the Act or an exemption from such registration is
available. The Company is not obligated to register the shares under the
Act. The shares acquired pursuant to exercise of the Option shall be
acquired for Director's own account for investment for an indefinite period
and not with a view to the sale or distribution of any part or all thereof,
by public or private sale or other disposition. Notwithstanding the
foregoing, the Company may refuse to transfer the shares until it receives
an opinion of counsel for the Company that such transfer is exempt from
registration under the Act or qualification under any other securities law.
8. PAYMENT OF TAXES ON EXERCISE OF OPTION. Whenever shares of Common
Stock are to be issued to Director in connection with the exercise of the
Option, the Company shall have the right to require him to remit to the
Company an amount sufficient to satisfy federal, state and local
withholding tax requirements prior to the delivery of any certificate or
certificates for such shares. In the alternative, the Company may elect to
withhold from the shares to be issued that number of shares (based on the
market value of the stock at that time) which would satisfy the tax
withholding amount due.
9. BINDING EFFECT. This Agreement shall inure to the benefit of and
be binding upon the parties hereto and their respective heirs, executors,
administrators, successors and assigns.
10. GOVERNING LAW. This Agreement shall be governed by and construed
in accordance with the laws of the State of Indiana.
11. NOTICES. All notices and other communications required or
permitted under this Agreement shall be written and shall be delivered
personally or sent by registered or certified first-class mail, postage
prepaid and return receipt required, addressed as follows: if to the
Company, to the Company's principal office at One Technology Way,
Indianapolis, Indiana 46268, and if to the Director or his or her
successor, to the address last furnished by the Director to the Company.
Each notice and communication shall be deemed to have been given when
received by the Company or the Director.
IN WITNESS WHEREOF, the Company and Director have executed this
Agreement as of the date first written above.
HURCO COMPANIES, INC.
By: /S/ BRIAN D. MCLAUGHLIN
Brian D. McLaughlin, President & CEO
/S/ CHARLES E. MITCHELL RENTSCHLER
Signature of Director
EXHIBIT 4.14
DIRECTOR NON-QUALIFIED STOCK OPTION AGREEMENT
This Director Non-Qualified Stock Option Agreement ("Agreement") has
been entered into as of the 23rd day of May, 2000, between Hurco Companies,
Inc., an Indiana corporation (the "Company") and Michael Doar, a director
of the Company ("Director").
WHEREAS, the Board of Directors of the Company has granted to Director
an option to purchase shares of the Company's common stock, no par value
(the "Common Stock"), pursuant to the terms and conditions as provided in
this Agreement; and
WHEREAS, the Company and Director desire to set forth the terms and
conditions of the option;
WHEREAS, the option evidenced by this Agreement is separate and
distinct from options granted pursuant to the 1997 Stock Option Plan of the
Company;
NOW, THEREFORE, in consideration of the mutual covenants and
agreements contained in this Agreement, the Company and Director agree as
follows:
1. GRANT OF OPTION AND EXERCISE PRICE. Subject to the terms and
conditions stated in this Agreement, on May 23, 2000 (the "Date of Grant"),
the Committee granted to Director an option (the "Option") to purchase
15,000 shares of the Company's Common Stock (the "Shares") at an exercise
price of $3.75 per Share (the "Exercise Price").
2. NON-QUALIFIED STOCK OPTION. The Option is not intended to qualify
as an incentive stock option under Section 422 of the Internal Revenue Code
of 1986, as amended.
3. EXERCISE OF OPTION. The Option shall become fully exercisable on
May 23, 2001. Notwithstanding the foregoing, the Option shall become
immediately exercisable upon a Change in Control of the Company. For
purposes of this Agreement, a Change in Control of the Company means (a)
the acquisition of 25% or more of the outstanding shares of Common Stock of
the Company; (b) any merger or consolidation involving the Company, if
following such merger or consolidation, the persons who were the
shareholders of the Company prior to such transaction own less than 50% of
the outstanding capital stock of the surviving or consolidated corporation;
(c) individuals who are currently Directors of the Company cease for any
reason to constitute at least a majority of the Board of Directors of the
Company (provided, however, that any individual becoming a Director whose
election or nomination for election was approved by a vote of at least a
majority of the Directors then comprising the current Directors, shall be
considered a current Director); or (d) approval by the shareholders of the
Company of a complete liquidation or dissolution of the Company or the sale
or other disposition of all or substantially all of the assets of the
Company.
4. TERM OF OPTION. Unless sooner terminated as provided in this
Agreement, the Option shall expire on December 14, 2004. In the event that
Director ceases to serve as a director of the Company for any reason other
than his death or total disability, the Option shall terminate six (6)
months after termination of service. In the event that Director ceases to
serve as a director because of his death or total disability, the Option
shall terminate twelve (12) months after termination of service.
5. RECLASSIFICATION, CONSOLIDATION OR MERGER. If and to the extent
that the number of issued shares of the Common Stock of the Company shall
be increased or reduced by change in par value, split up, reclassification,
distribution of a stock dividend of 5% or more, or the like, the number of
shares subject to the Option and the Exercise Price per share shall be
proportionately adjusted.
If the Company is the surviving corporation in any reorganization,
consolidation or merger with another corporation, Director shall be
entitled to receive options covering shares of such reorganized,
consolidated, or merged company in the same proportion, at an equivalent
price, and subject to the same conditions, provided, however, that the new
option or assumption of the Option shall not give the Director additional
benefits which he did not have under the Option, or deprive him of benefits
which he had under the Option.
6. RIGHTS PRIOR TO EXERCISE OF OPTION. The Option is non-
transferrable by Director and is exercisable only by him during his
lifetime, except that in the case of his judicially declared incompetence
or disability the Option may be exercised by the legally appointed guardian
or conservator of his estate. In the case of the Director's death while
any part of the Option is outstanding, the Option may be exercised by the
executor of his will or administrator of his estate or, if the
administration of his estate has been closed, by his heirs or legatees
entitled thereto. Neither Director nor any person claiming under or
through him shall have any rights as a shareholder of the Company with
respect to any of the option shares until full payment of the Exercise
Price and delivery to him or certificates for such shares as herein
provided.
7. RESTRICTIONS ON DISPOSITION. All shares acquired by Director
pursuant to this Agreement shall be subject to the following restrictions:
The shares will be "restricted securities" as defined in Rule 144 under the
Securities Act of 1933 ("Act") and must be held unless subsequently
registered under the Act or an exemption from such registration is
available. The Company is not obligated to register the shares under the
Act. The shares acquired pursuant to exercise of the Option shall be
acquired for Director's own account for investment for an indefinite period
and not with a view to the sale or distribution of any part or all thereof,
by public or private sale or other disposition. Notwithstanding the
foregoing, the Company may refuse to transfer the shares until it receives
an opinion of counsel for the Company that such transfer is exempt from
registration under the Act or qualification under any other securities law.
8. PAYMENT OF TAXES ON EXERCISE OF OPTION. Whenever shares of Common
Stock are to be issued to Director in connection with the exercise of the
Option, the Company shall have the right to require him to remit to the
Company an amount sufficient to satisfy federal, state and local
withholding tax requirements prior to the delivery of any certificate or
certificates for such shares. In the alternative, the Company may elect to
withhold from the shares to be issued that number of shares (based on the
market value of the stock at that time) which would satisfy the tax
withholding amount due.
9. BINDING EFFECT. This Agreement shall inure to the benefit of and
be binding upon the parties hereto and their respective heirs, executors,
administrators, successors and assigns.
10. GOVERNING LAW. This Agreement shall be governed by and construed
in accordance with the laws of the State of Indiana.
11. NOTICES. All notices and other communications required or
permitted under this Agreement shall be written and shall be delivered
personally or sent by registered or certified first-class mail, postage
prepaid and return receipt required, addressed as follows: if to the
Company, to the Company's principal office at One Technology Way,
Indianapolis, Indiana 46268, and if to the Director or his or her
successor, to the address last furnished by the Director to the Company.
Each notice and communication shall be deemed to have been given when
received by the Company or the Director.
IN WITNESS WHEREOF, the Company and Director have executed this
Agreement as of the date first written above.
HURCO COMPANIES, INC.
By: /S/ BRIAN D. MCLAUGHLIN
Brian D. McLaughlin, President & CEO
/S/ MICHAEL DOAR
Michael Doar
EXHIBIT 4.15
DIRECTOR NON-QUALIFIED STOCK OPTION AGREEMENT
This Director Non-Qualified Stock Option Agreement ("Agreement") has
been entered into as of the 23rd day of May, 2000, between Hurco Companies,
Inc., an Indiana corporation (the "Company") and Robert Cruickshank a
director of the Company ("Director").
WHEREAS, the Board of Directors of the Company has granted to Director
an option to purchase shares of the Company's common stock, no par value
(the "Common Stock"), pursuant to the terms and conditions as provided in
this Agreement; and
WHEREAS, the Company and Director desire to set forth the terms and
conditions of the option;
WHEREAS, the option evidenced by this Agreement is separate and
distinct from options granted pursuant to the 1997 Stock Option Plan of the
Company;
NOW, THEREFORE, in consideration of the mutual covenants and
agreements contained in this Agreement, the Company and Director agree as
follows:
1. GRANT OF OPTION AND EXERCISE PRICE. Subject to the terms and
conditions stated in this Agreement, on May 23, 2000 (the "Date of Grant"),
the Committee granted to Director an option (the "Option") to purchase
15,000 shares of the Company's Common Stock (the "Shares") at an exercise
price of $3.75 per Share (the "Exercise Price").
2. NON-QUALIFIED STOCK OPTION. The Option is not intended to qualify
as an incentive stock option under Section 422 of the Internal Revenue Code
of 1986, as amended.
3. EXERCISE OF OPTION. The Option shall become fully exercisable on
May 23, 2001. Notwithstanding the foregoing, the Option shall become
immediately exercisable upon a Change in Control of the Company. For
purposes of this Agreement, a Change in Control of the Company means (a)
the acquisition of 25% or more of the outstanding shares of Common Stock of
the Company; (b) any merger or consolidation involving the Company, if
following such merger or consolidation, the persons who were the
shareholders of the Company prior to such transaction own less than 50% of
the outstanding capital stock of the surviving or consolidated corporation;
(c) individuals who are currently Directors of the Company cease for any
reason to constitute at least a majority of the Board of Directors of the
Company (provided, however, that any individual becoming a Director whose
election or nomination for election was approved by a vote of at least a
majority of the Directors then comprising the current Directors, shall be
considered a current Director); or (d) approval by the shareholders of the
Company of a complete liquidation or dissolution of the Company or the sale
or other disposition of all or substantially all of the assets of the
Company.
4. TERM OF OPTION. Unless sooner terminated as provided in this
Agreement, the Option shall expire on December 14, 2004. In the event that
Director ceases to serve as a director of the Company for any reason other
than his death or total disability, the Option shall terminate six (6)
months after termination of service. In the event that Director ceases to
serve as a director because of his death or total disability, the Option
shall terminate twelve (12) months after termination of service.
5. RECLASSIFICATION, CONSOLIDATION OR MERGER. If and to the extent
that the number of issued shares of the Common Stock of the Company shall
be increased or reduced by change in par value, split up, reclassification,
distribution of a stock dividend of 5% or more, or the like, the number of
shares subject to the Option and the Exercise Price per share shall be
proportionately adjusted.
If the Company is the surviving corporation in any reorganization,
consolidation or merger with another corporation, Director shall be
entitled to receive options covering shares of such reorganized,
consolidated, or merged company in the same proportion, at an equivalent
price, and subject to the same conditions, provided, however, that the new
option or assumption of the Option shall not give the Director additional
benefits which he did not have under the Option, or deprive him of benefits
which he had under the Option.
6. RIGHTS PRIOR TO EXERCISE OF OPTION. The Option is non-
transferrable by Director and is exercisable only by him during his
lifetime, except that in the case of his judicially declared incompetence
or disability the Option may be exercised by the legally appointed guardian
or conservator of his estate. In the case of the Director's death while
any part of the Option is outstanding, the Option may be exercised by the
executor of his will or administrator of his estate or, if the
administration of his estate has been closed, by his heirs or legatees
entitled thereto. Neither Director nor any person claiming under or
through him shall have any rights as a shareholder of the Company with
respect to any of the option shares until full payment of the Exercise
Price and delivery to him or certificates for such shares as herein
provided.
7. RESTRICTIONS ON DISPOSITION. All shares acquired by Director
pursuant to this Agreement shall be subject to the following restrictions:
The shares will be "restricted securities" as defined in Rule 144 under the
Securities Act of 1933 ("Act") and must be held unless subsequently
registered under the Act or an exemption from such registration is
available. The Company is not obligated to register the shares under the
Act. The shares acquired pursuant to exercise of the Option shall be
acquired for Director's own account for investment for an indefinite period
and not with a view to the sale or distribution of any part or all thereof,
by public or private sale or other disposition. Notwithstanding the
foregoing, the Company may refuse to transfer the shares until it receives
an opinion of counsel for the Company that such transfer is exempt from
registration under the Act or qualification under any other securities law.
8. PAYMENT OF TAXES ON EXERCISE OF OPTION. Whenever shares of Common
Stock are to be issued to Director in connection with the exercise of the
Option, the Company shall have the right to require him to remit to the
Company an amount sufficient to satisfy federal, state and local
withholding tax requirements prior to the delivery of any certificate or
certificates for such shares. In the alternative, the Company may elect to
withhold from the shares to be issued that number of shares (based on the
market value of the stock at that time) which would satisfy the tax
withholding amount due.
9. BINDING EFFECT. This Agreement shall inure to the benefit of and
be binding upon the parties hereto and their respective heirs, executors,
administrators, successors and assigns.
10. GOVERNING LAW. This Agreement shall be governed by and construed
in accordance with the laws of the State of Indiana.
11. NOTICES. All notices and other communications required or
permitted under this Agreement shall be written and shall be delivered
personally or sent by registered or certified first-class mail, postage
prepaid and return receipt required, addressed as follows: if to the
Company, to the Company's principal office at One Technology Way,
Indianapolis, Indiana 46268, and if to the Director or his or her
successor, to the address last furnished by the Director to the Company.
Each notice and communication shall be deemed to have been given when
received by the Company or the Director.
IN WITNESS WHEREOF, the Company and Director have executed this
Agreement as of the date first written above.
HURCO COMPANIES, INC.
By: /S/ BRIAN D. MCLAUGHLIN
Brian D. McLaughlin, President & CEO
/S/ ROBERT CRUICKSHANK
Robert Cruickshank
EXHIBIT 5
BAKER & DANIELS
300 NORTH MERIDIAN STREET
SUITE 2700
INDIANAPOLIS, INDIANA 46204
(317) 237-0300
October 18, 2000
Hurco Companies, Inc.
One Technology Way
Indianapolis, IN 46268
Re: Registration Statement on Form S-8
Ladies and Gentlemen:
We have acted as counsel to Hurco Companies, Inc., an Indiana
corporation (the "Company"), in connection with the preparation and filing
with the Securities and Exchange Commission (the "Commission") of the
Company's Registration Statement on Form S-8 (the "Registration Statement")
under the Securities Act of 1933 (the "Act"), registering the offer and
sale of up to 405,000 shares of the Company's common stock, no par value
(the "Shares"), pursuant to the Company's 1997 Stock Option and Incentive
Plan, as amended (the "Plan"), Non-Qualified Stock Option Agreement, dated
July 8, 1996, by and between Hurco Companies, Inc. and Hendrik J. Hartong,
Jr., Non-Qualified Stock Option Agreement, dated July 8, 1996, by and
between Hurco Companies, Inc. and Andrew L. Lewis, IV, Non-Qualified Stock
Option Agreement, dated July 8, 1996, by and between Hurco Companies, Inc.
and Richard T. Niner, Non-Qualified Stock Option Agreement, dated July 8,
1996, by and between Hurco Companies, Inc. and O. Curtis Noel, Non-
Qualified Stock Option Agreement, dated July 8, 1996, by and between Hurco
Companies, Inc. and Charles E. Mitchell Rentschler, Director Non-Qualified
Stock Option Agreement, dated December 15, 1998, by and between Hurco
Companies, Inc. and Hendrik J. Hartong, Jr., Director Non-Qualified Stock
Option Agreement, dated December 15, 1998, by and between Hurco Companies,
Inc. and Andrew L. Lewis, IV, Director Non-Qualified Stock Option
Agreement, dated December 15, 1998, by and between Hurco Companies, Inc.
and Richard T. Niner, Director Non-Qualified Stock Option Agreement, dated
December 15, 1998, by and between Hurco Companies, Inc. and O. Curtis Noel,
Director Non-Qualified Stock Option Agreement, dated December 15, 1998, by
and between Hurco Companies, Inc. and Charles E. Mitchell Rentschler,
Director Non-Qualified Stock Option Agreement, dated May 23, 2000, by and
between Hurco Companies, Inc. and Michael Doar and Director Non-Qualified
Stock Option Agreement, dated May 23, 2000, by and between Hurco Companies,
Inc. and Robert Cruickshank (the "Stock Option Agreements").
In so acting, we have examined and relied upon the originals, or copies
certified or otherwise identified to our satisfaction, of such records,
documents and other instruments as in our judgment are necessary or
appropriate to enable us to render the opinion expressed below.
Based on the foregoing, we are of the opinion that the Shares have been
duly authorized and, when the Registration Statement shall have become
effective and the Shares have been issued in accordance with the Plan or
the Stock Option Agreements, the shares will be validly issued, fully paid
and non-assessable.
Our opinion expressed above is limited to the federal law of the United
States and the law of the State of Indiana.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement. In giving such consent, we do not thereby concede
that we are within the category of persons whose consent is required under
Section 7 of the Act or the Rules and Regulations of the Commission
thereunder.
Very truly yours,
/s/ BAKER & DANIELS
EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation
by reference in this registration statement on Form S-8 of our report dated
December 1, 1999, included in Hurco Companies, Inc. Form 10-K for the
fiscal year ended October 31, 1999 and to all references to our Firm
included in this registration statement.
/s/ ARTHUR ANDERSEN LLP
ARTHUR ANDERSEN
Indianapolis, Indiana
October 18, 2000