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As filed with the Securities and Exchange Commission on November 8th, 2001
Registration No. 333-________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
DAKTRONICS, INC.
(Exact name of issuer as specified in its charter)
--------------------------------------------------
South Dakota 41-0306862
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
331 32nd Avenue
Brookings, South Dakota 57006
(Address of Principal Executive Offices, Zip Code)
--------------------------------------------------
(Daktronics, Inc. 1993 Incentive Stock Option Plan, as amended)
(Daktronics, Inc. 1993 Outside Directors Stock Option Plan, as amended)
(Daktronics, Inc. 2001 Incentive Stock Option Plan)
(Daktronics, Inc. 2001 Outside Directors Stock Option Plan)
(Full title of plans)
--------------------------------------------------
James B. Morgan
Chief Executive Officer
Daktronics, Inc.
331 32nd Avenue
Brookings, South Dakota 57006
(Name and address of agent for service)
Telephone Number, including area code,
of agent for service (605) 697-4000
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CALCULATION OF REGISTRATION FEE
Proposed
Proposed Maximum
Title of Maximum Aggregate
Securities to be Amount to be Offering Price Offering Amount of
Registered Registered Per Share(1) Price(1) Registration Fee
---------- ---------- ------------ -------- ----------------
Common Stock 2,400,000(2)(4) $6.88 $16,512,000 $4,128.00
(no par value)
Common Stock 800,000(3)(4) $6.88 $5,504,000 $1,376.00
(no par value)
(1) Estimated solely for purposes of computing the registration fee. In
accordance with Rule 457, the price is the average of the high and low
prices per share of Common Stock on NASDAQ/National Market System on
November 5, 2001.
(2) This total represents 1,200,000 shares reserved for issuance under the 1993
Incentive Stock Option Plan, as amended. This total also includes 1,200,000
shares under the 2001 Incentive Stock Option Plan.
(3) This total represents 400,000 shares reserved for issuance under the 1993
Outside Directors Stock Option Plan, as amended. This total also includes
400,000 shares under the 2001 Directors Stock Option Plan.
(4) There are also registered hereunder, pursuant to Rule 416, such
indeterminable number of shares of common stock as may be issued under the
anti-dilution provisions of the Plans.
ii
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PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Pursuant to Rule 428(b)(1) under the Securities Act of 1933, as amended,
the document containing the information specified in Part II of Form S-8 will be
distributed to persons who receive grants or awards under the 1993 Incentive
Stock Option Plan, as amended, the 1993 Outside Directors Stock Option Plan, as
amended, the 2001 Incentive Stock Option Plan and the 2001 Outside Directors
Stock Option Plan (the "Plans"). Each disclosure document constitutes a Section
10(a) prospectus and is incorporated by reference in this Registration
Statement, but it is not being filed with the Commission either as part of this
Registration Statement or as a prospectus or prospectus supplement.
PART II
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed with the Commission by Daktronics, Inc.
(the "Company") are incorporated and made a part of this Registration Statement
by reference:
A. The Company's latest annual report filed pursuant to Section
13 or 15(d) of the Securities Exchange Act of 1934 which
contains, either directly or by incorporation reference,
certain financial statements for the Company's latest fiscal
year for which such statements have been filed.
B. All other reports filed by the Company pursuant to Section 13
or 15(d) of the Securities Exchange Act of 1934 since the end
of the fiscal year covered by the annual reports referred to
in Paragraph A above.
C. The Company's definitive proxy statement or information
statement, if any, filed pursuant to Section 14 of the
Securities Exchange Act of 1934, in connection with the latest
annual meeting of its stockholders, and any definitive proxy
or information statements so filed in connection with any
subsequent annual or special meetings of its stockholders.
D. The description of the Company's Common Stock which is
contained in the Company's registration statement on Form S-1
filed December 3, 1993, including any amendment or report
filed for the purpose of updating such description, which is
filed subsequent to the date of this Registration Statement
and prior to the termination of the offering of the common
stock offered hereby.
All reports and other documents subsequently filed by the Company and
the Plans pursuant to sections 13, 14 or 15(d) of the Securities Exchange Act of
1934, as amended, prior to the filing of a post-effective amendment which
indicates that all securities offered hereby have been sold or which deregisters
all securities remaining to be unsold, shall be deemed to be incorporated by
reference herein and to be a part hereof from the date of the filing of such
reports and documents. Any statement contained herein or in a document all or
part of which is incorporated or deemed to be
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incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Registration Statement to the extent that a statement
contained herein or in any subsequently filed document which also is or is
deemed to be incorporated by reference herein modifies or supersedes such
statement. Any such statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this Registration
Statement.
ITEM 4. DESCRIPTION OF SECURITIES
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
The South Dakota Business Corporation Act, the Company's Bylaws and
agreements between the Company and each officer and director, provide that
officers and directors of the Company have the right to indemnification from the
company for liability arising out of certain actions to the fullest extent
permissible by law. This indemnification may be available for liabilities
arising in connection with this offering. Insofar as indemnification for
liabilities arising under the Securities Act of 1933 may be permitted to
directors, officers or persons controlling the Company pursuant to such
indemnification provisions, the Company has been advised that in the opinion of
the Securities and Exchange Commission such indemnification is against public
policy as expressed in the Act and is therefore unenforceable. The South Dakota
Business Corporation Act and the Company's bylaws also provide that a South
Dakota business corporation may indemnify any director, officer, employee or
agent of the corporation made or threatened to be made a party to a proceeding,
by reason of the former or present official capacity of such person on behalf of
the Company, against judgments, penalties, fines, settlements and reasonable
expenses incurred by the person in connection with the proceeding if certain
statutory standards are met.
The Company has purchased liability insurance to indemnify its
directors and officers against loss arising from claims by reason of their legal
liability for acts as officers and directors, subject to limitations and
conditions set forth in the policies.
The Company has adopted in its Articles of Incorporation a provision
which limits personal liability for breach of fiduciary duty by directors, to
the extent provided by the South Dakota Business corporation Act. This provision
eliminates the personal liability of directors for damages occasioned by breach
of fiduciary duty, except for liability based on the director's duty of loyalty
to the Company, liability for acts or omissions not made in good faith,
liability for acts or omissions involving intentional misconduct or a knowing
violation of law, liability based on payments of improper dividends or liability
for any transaction from which the director derived an improper personal
benefit.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
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ITEM 8. EXHIBITS
4.1 2001 Incentive Stock Option Plan
4.2 2001 Outside Directors Stock Option Plan
4.3 1993 Incentive Stock Option Plan, as amended
4.4 1993 Outside Directors Stock Option Plan, as amended
5.1 Opinion and Consent of Counsel to the Registrant
23.1 Consent of Independent Auditors
23.2 Counsel's Consent (Filed as part of Exhibit 5.1)
24.1 Power of Attorney
ITEM 9. UNDERTAKINGS
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a) (3) of
the Securities Act of 1933;
(ii) 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. Notwithstanding the foregoing, any
increase or decrease in volume of securities offered (if the total
dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the estimated
maximum offering range may be reflected in the form of prospectus filed
with the Securities and Exchange Commission pursuant to Rule 424(b) of
the Securities Act if, in the aggregate, the changes in volume and
price represent no more than a 20% change in the maximum aggregate
offering price set forth in the "Calculation of Registration Fee" table
in the effective Registration Statement; and
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in the registration
statement or any material change to such information in the
registration statement; provided, however, that paragraphs (a)(1)(i)
and (a)(1)(ii) do not apply if the registration statement is on Form
S-3 or Form S-8 and 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.
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(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination of
the offering.
(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934 (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.
(c) Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the registrant of expenses incurred
or paid by a director, officer or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Brookings, and the State of South Dakota on this 8th
day of November, 2001.
DAKTRONICS, INC.
By
-------------------------------------
James B. Morgan,
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement on Form S-8 has been signed by the following persons in
the capacities and on the dates indicated.
Signature Title Date
- --------- ----- ----
By /s/James B. Morgan Chief Executive Officer & November 8th, 2001
------------------------ Director
James B. Morgan (principal executive officer)
By /s/ William R. Retterath Chief Financial Officer November 8th, 2001
------------------------ (principal financial and
William R. Retterath accounting officer)
By /s/ Aelred J. Kurtenbach Director November 8th, 2001
------------------------ Chairman of the Board
Aelred J. Kurtenbach
By /s/ Roland J. Jensen Director November 8th, 2001
------------------------
Roland J. Jensen
By /s/ Frank J. Kurtenbach Director November 8th, 2001
------------------------
Frank J. Kurtenbach
By /s/ John L. Mulligan Director November 8th, 2001
------------------------
John L. Mulligan
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Signature Title Date
- --------- ----- ----
By /s/ Charles S. Roberts Director November 8th, 2001
------------------------
Charles S. Roberts
By /s/ Duane E. Sander Director November 8th, 2001
------------------------
Duane E. Sander
By /s/ Nancy D. Frame Director November 8th, 2001
------------------------
Nancy D. Frame
By /s/ James A. Vellenga Director November 8th, 2001
------------------------
James A. Vellenga
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EXHIBIT 4.1
2001 INCENTIVE STOCK OPTION PLAN
1. Purpose. The purpose of the 2001 Incentive Stock Option Plan is to
induce certain designated persons to continue to provide valuable services to
Daktronics, Inc. (the "Company") and to encourage such persons to secure or
increase on reasonable terms their stock ownership in the Company. The Board of
Directors of the Company believes the Plan is in the best interest of the
Company and will promote the success of the Company. This success will be
achieved by encouraging continuity of management and increased incentive and
personal interest in the welfare of the Company by those who are primarily
responsible for shaping and implementing the long-range plans of the Company.
Certain Options granted under this Plan are intended to be Incentive
Stock Options qualified under Section 422 of the Code.
2. Definitions. For purposes of this Plan, the following terms shall
have the meanings indicated below:
(a) "Capital Stock" or "Common Stock": any of the Company's
authorized but unissued shares of common stock, each without par value.
(b) "Code": the Internal Revenue Code of 1986, as amended from
time to time.
(c) "Fair Market Value": (i) the average between the high and
low reported sale prices for the Common Stock on the Option Date (or,
if there were no such sales on that date, on the next most recent date
on which there were such sales) as reported on the Composite Tape if
the Common Stock is listed on the New York Stock Exchange ("NYSE") or
on the National Association of Securities Dealers National Market
System ("NMS"), (ii) if the Common Stock is not then listed on the NYSE
or the NMS, the average between the closing bid and asked price
quotations for the Common Stock on that date (or if none on that date,
on the next most recent date on which there were such quotations) as
reported by the National Association of Securities Dealers Automatic
Quotation System or any successor thereto or (iii) if the Common Stock
is not then listed as described above, such value as is reasonably
determined by the Committee (see Section 4) based on the then current
fair market value of the Common Stock at the time any Option is
granted. Fair Market Value of Incentive Stock Options shall be
determined consistent with the Code and regulations.
(d) "Incentive Stock Option": an option defined in Section 422
of the Code to purchase shares of the common stock of the Company.
(e) "Non-Qualified Stock Option": an option, not intended to
qualify as an Incentive Stock Option as defined in Section 422 of the
Code, to purchase Common Stock of the Company.
(f) "Option": the term shall refer to a Stock Option granted
under this Plan.
(g) "Option Agreement": a written agreement pursuant to which
the Company grants an Option to an Optionee and sets the terms and
conditions of the Option.
(h) "Option Date": the date upon which an Option Agreement for
an option granted pursuant to this Plan is duly executed by or on
behalf of the Company.
(i) "Option Stock": the Common Stock of the Company (subject
to adjustment as described in Section 7) reserved for options pursuant
to this Plan, or any other class of stock of the Company which may be
substituted therefore by exchange, stock split or otherwise.
(j) "Optionee": a person who is eligible to receive an Option
under Section 5 of the Plan and to whom an Option has been granted
under the Plan.
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(k) "Plan": this 2001 Stock Option Plan effective August 15,
2001, and as amended hereafter from time to time.
(l) A "Subsidiary": any corporation in an unbroken chain of
corporations beginning with the Company, if, at the time of granting
the option, each of the corporations other than the last corporation in
the chain owns stock possessing fifty percent (50%) or more of the
total combined voting power of all classes of stock in one of the other
corporations in such chain. The term shall include any subsidiaries
which become such after adoption of this Plan.
3. Options Available Under Plan. An aggregate of 1,200,000 shares of
the Company's authorized but unissued shares of Common Stock are hereby made
available for grant, and shall be reserved for issuance, under this Plan. The
aggregate number of shares available under this Plan shall be subject to
adjustment on the occurrence of any of the events and in the manner set forth in
Section 7. If an Option shall expire or terminate for any reason without having
been exercised in full, the unpurchased shares, shall (unless the Plan shall
have been terminated) become available for other Options under the Plan.
4. Administration. The Plan shall be administered by the Board of
Directors of the Company. At all times subject to the authority of the Board of
Directors, the Board of Directors may from time to time delegate some or all of
its authority under the Plan to a committee consisting of three (3) or more
Directors (the "Committee"), and/or obtain assistance or recommendations from
such Committee. If no separate committee is appointed, the Board shall
constitute the Committee, and references to the Committee shall include the
entire Board of Directors.
The Company shall grant Options pursuant to the Plan upon
determinations of the Committee as to which of the eligible persons shall be
granted Options, the number of shares to be Optioned and the term during which
any such Options may be exercised. At all times, a majority of the members of
the Committee making determinations about the grant of Options to
employee-directors or employee-officers must be disinterested in the grant being
made. The Committee may from time to time adopt rules and procedures for
carrying out the Plan and interpretations and constructions of any provision of
the Plan, which shall be final and conclusive.
5. Eligibility for Stock Options. Incentive Stock Options under the
Plan may only be granted to such employees of the Company or any Subsidiary
thereof, as selected by the Committee.
In selecting the employees or other persons to whom Stock Options shall
be granted, as well as determining the number of shares subject to each Option,
the Committee shall take into consideration such factors as it deems relevant in
connection with accomplishing the purpose of the Plan. For any calendar year,
the aggregate Fair Market Value (determined at the Option Date) of the stock
with respect to which any Incentive Stock Options are exercisable for the first
time by any individual employee (under all Incentive Stock Option plans of the
Company and all subsidiary corporations) shall not exceed $100,000. Subject to
the provisions of Section 3, an optionee who has been granted an Option may, if
he or she is otherwise eligible, be granted an additional Option or Options if
the Committee shall so determine. Any Incentive Stock Option that becomes
exercisable and exceeds the above limitation shall be treated as a Non-Qualified
Option.
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No Stock Option may be granted under this Plan later than the
expiration at the end of the fiscal year 2011.
6. Terms and Conditions of Options. Whenever the Committee shall
designate an Optionee, it shall communicate to the Secretary of the Company the
name of the Optionee, the number of shares to be Optioned and such other terms
and conditions as it shall determine, not inconsistent with the provisions of
this Plan. The President or other officer of the Company shall then enter into
an Option Agreement with the Optionee, complying with and subject to the
following terms and conditions and setting forth such other terms and conditions
of the Option as determined by the Committee:
(a) Number of shares and option price. The Option Agreement
shall state the total number of shares to which it pertains. The price
of Incentive Stock Option Stock shall be not less than one hundred
percent (100%) of the Fair Market Value of the Option Stock at the
Option Date. In the event an Incentive Stock Option is granted to an
employee, who, at the Option Date, owns more than ten percent (10%) of
the voting power of all classes of the Company's stock then
outstanding, the price of the shares of Option Stock which will be
covered by such Option shall be not less than one hundred ten percent
(110%) of the Fair Market Value of the Option Stock at the Option Date.
Non-Qualified Options may be granted at a price equal to, greater than
or less than Fair Market Value at the date of grant. The Option price
shall be subject to adjustment as provided in Section 7 hereof.
(b) Period of options and right to exercise. Options granted
under this Plan shall be subject to such terms and conditions, shall be
exercisable at such times and shall be evidenced by such form of
written Option Agreement as the Committee shall determine, provided
that such determinations are not inconsistent with Code Section 422 and
the regulations thereunder. The Option Agreement may, at the discretion
of the Committee, provide for the acceleration of vesting of Options
upon a "Change in Control" of the Company, as defined in Section 6(h)
below.
In addition, no Option granted, shall by its terms, be exercisable
after the expiration of ten (10) years from the date such Option is
granted. Except, however, Incentive Stock Options granted to any
employee who at the Option Date owns more than ten percent (10%) of the
voting power of all shares of the classes of Company's stock then
outstanding, may not be exercisable after expiration of five (5) years
from the Option Date. The period during which the Option may be
exercised, once it is granted, shall not be reduced, except as provided
in paragraphs (c), (d) and (e) below. The exercise of any Option will
be contingent upon receipt by the Company of payment as provided in
paragraph (f) below for the full purchase price of such shares. No
Optionee or his or her legal representatives, legatees or distributees,
as the case may be, will be, or will be deemed to be, a holder of any
shares subject to an Option unless and until certificates for such
shares are issued under the terms of the Plan.
(c) Termination of Employment or Service. In the event that an
Optionee shall cease to be employed by or performing services for the
Company for any reason other than death, subject to the condition that
no Incentive Stock Option shall be exercisable after the expiration of
ten (10) years from the date it is granted, and unless the Option
Agreement provides otherwise, such Optionee shall have the right to
exercise any outstanding Options at any time within three (3) months
after the termination of employment or service.
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(d) Death of Optionee. If the Optionee shall die (i) while in
the employ of or while providing services to the Company or any
Subsidiary, or (ii) within a period of three (3) months after the
termination of his or her employment or as a corporate director with
the Company or any subsidiary as provided in paragraph (c) of this
section, and in either case shall not have fully exercised his or her
Options, any Options granted pursuant to the Plan shall be exercisable
until the earlier of the originally stated date of termination or one
year from the date of death. Such Option shall be exercised pursuant to
subparagraph (f) of this Section by the person or persons to whom the
Optionee's rights under the Option shall pass by the Optionee's will or
by the laws of descent and distribution, and only to the extent that
such Options were exercisable at the time of his or her death.
(e) Transfer of Option. Each Option granted hereunder shall,
by its terms, not be transferable by the Optionee other than by will or
by the laws of descent and distribution, and shall be, during the
Optionee's lifetime, exercisable only by the Optionee. Except as
permitted by the preceding sentence, each Option granted under the Plan
and the rights and privileges thereby conferred shall not be
transferred, assigned or pledged in any way (whether by operation of
law or otherwise), and shall not be subject to execution, attachment or
similar process. Upon any attempt to so transfer, assign, pledge, or
otherwise dispose of the Option, or of any right or privilege conferred
thereby, contrary to the provisions of the Option or the Plan, or upon
levy of any attachment or similar process upon such rights and
privileges, the Option, and such rights and privileges, shall
immediately become null and void.
(f) Manner of Exercise of Options. An Option may be exercised,
in whole or in part, at such time or times and with respect to such
number of shares, as the Board of Directors, in its sole discretion,
shall determine at the time that the Option is granted. The Option
terms shall be set forth in the Option Agreement granting the Option.
Such Option shall be exercisable only within the Option period and only
by (i) written notice to the Company of intent to exercise the Option
with respect to a specified number of shares of stock; (ii) tendering
the original Option Agreement to the Company; and (iii) payment to the
Company of the amount of the Option purchase price for the number of
shares of stock with respect to which the Option is then exercised.
Payment of the Option purchase price may be made in cash, by cashier's
check (by personal check at the discretion of the Company) or by a
"cashless exercise" procedure established between the Company and a
stock brokerage firm, subject to compliance with applicable securities
laws. When shares of stock are issued to the Optionee pursuant to the
exercise of an Option, the fact of such issuance shall be noted on the
Option Agreement by the Company before the Agreement is returned to the
Optionee. When all shares of Optioned stock covered by the Option
Agreement have been issued to the Optionee, or the Option shall expire,
the Option Agreement shall be canceled and retained by the Company.
(g) Delivery of Certificate. As promptly as practicable after
receipt of the written notice and payment specified above, the Company
shall deliver to the Optionee certificates for the number of shares
with respect to which the Option has been exercised, issued in the
Optionee's name; provided, however, that such delivery shall be deemed
effected for all purposes when the Company, or the stock transfer agent
for the Company, shall have deposited such certificates in the United
States mail, postage prepaid, addressed to the Optionee at the address
specified in the written notice of exercise.
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(h) Change in Control. A "Change in Control" shall, unless the
Board otherwise directs by resolution adopted prior thereto, be deemed
to occur if (i) any "person" (as that term is used in Sections 13 and
14(d)(2) of the Securities Exchange Act of 1934 as amended ("Exchange
Act")) is or becomes the beneficial owner (as that term is used in
Section 13(d) of the Exchange Act), directly or indirectly, of 50% or
more of the voting Capital Stock of the Company ("Voting Stock") or
(ii) during any period of two consecutive years, individuals who at the
beginning of such period constitute the Board cease for any reason to
constitute at least a majority thereof, unless the election or the
nomination for election by the Company's shareholders of each new
director was approved by a vote of at least three-quarters of the
directors then still in office who were directors at the beginning of
the period. Any merger, consolidation or corporate reorganization in
which the owners of the Company's capital stock entitled to vote in the
election of directors prior to said combination, own 50% or more of the
resulting entity's Voting Stock shall not, by itself, be considered a
change in control for the purposes of this Plan.
(i) Other Provisions. The Option Agreements authorized under
this Section may contain such other provisions as the Committee shall
deem advisable.
7. Adjustment of Number of Shares. If, and to the extent that, the
number of issued shares of the Capital Stock of the Company shall be increased
or reduced by change in par value, recapitalization, reorganization, merger,
consolidation, split up, distribution of a dividend payable in stock or the
like, the number of shares subject to the Option and the Option price therefor
shall be equitably adjusted by the Committee consistent with such change to
prevent substantial dilution or enlargement of the rights granted to or
available to Optionees.
Subject to the foregoing, the grant of an Option pursuant to the Plan
shall not affect in any way the right or power of the Company to make
adjustments, reclassifications, reorganizations, or changes of its capital or
business structure or to merge or to consolidate or to dissolve, liquidate or
sell, or transfer all or any part of its business or assets.
8. No Rights as Stockholder. An Optionee shall not, by reason of any
Option granted hereunder, have any right of a stockholder of the Company with
respect to the shares covered by his or her Option until such shares shall have
been issued to the Optionee.
9. No Obligation to Exercise Option. The granting of an Option shall
impose no obligation upon the Optionee to exercise such Option. Neither shall
the Plan confer upon the Optionee any rights respecting continued employment nor
limit the Optionee's rights or the employer Company's rights to terminate such
employment.
10. Withholding Taxes. If required by law, upon a disqualified
disposition of an Incentive Stock Option, the Company shall have the right to
require any Optionee that is or was an employee as of the Option Date, to remit
to the Company an amount sufficient to satisfy any federal and state withholding
or other employment taxes, if any, resulting from such option exercise or early
disposition of Option Stock. Payment of such amount may be made in the same
manner as payment of the exercise price or by tendering previously owned shares
of the Company's Common Stock with a Fair Market Value on the date of exercise
equal to such amount, subject to compliance with applicable securities laws.
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11. Common Stock Acquired for Investment. Common Stock acquired by an
Optionee under this Plan by exercise of any Option shall be acquired by the
Optionee for investment and without intention of resale, unless, in the opinion
of counsel of the Company, such common stock may be purchased without any
investment representation. Where an investment representation is deemed
necessary, the Committee may require a written representation to that effect by
the Optionee as a condition of the Optionee exercising an Option under this
Plan, and the Committee may place an appropriate legend on the common stock
issued to the Optionee indicating that such common stock has not been registered
under federal or state securities laws. Each Option shall be subject to the
requirement that if, at any time, the Committee shall determine in its
discretion that the listing, registration or qualification of the shares subject
to such Option upon any securities exchange or under any state or federal law,
or the consent or approval of any governmental regulatory body, is necessary or
desirable as a condition of, or in connection with, the granting of such Option
or the issuance or purchase of shares thereunder, then such Option shall not be
granted or exercised in whole or in part unless such listing, registration,
qualification, consent or approval shall have been effected or obtained free of
any conditions not acceptable to the Committee. Nothing contained herein shall
require the Company to register the Options or the shares of voting common stock
purchased upon the exercise of said Options.
12. Effective Date. This Plan shall be effective August 15, 2001 (the
"Effective Date") as approved by the Board of Directors, subject to approval by
the shareholders of the Company. However, unless within 12 months after the Plan
is adopted by the Board of Directors, the Plan is approved by the vote of the
holders of a majority of the outstanding Capital Stock of the Company, the Plan
and options granted hereunder shall not qualify under Section 422 of the Code.
13. Liquidation. Upon the complete liquidation of the Company, any
unexercised Options theretofore granted under this Plan shall be deemed
canceled, except as otherwise provided in Section 7 in connection with a merger,
consolidation or reorganization of the Company.
14. Termination and Amendment of the Plan. This Plan shall terminate at
the end of the fiscal year 2011or at such earlier time as the Board of Directors
shall determine. Any termination shall not affect any Options then outstanding
under the Plan.
The Board may make such modifications of the Plan as it shall deem
advisable, but may not, without further approval of the stockholders of the
Company, except as provided in Section 7 hereof, (a) increase the number of
shares reserved for Options under this Plan, (b) change the manner of
determining the Option price for Incentive Stock Options, (c) increase the
maximum term of the Options provided for herein or (d) change the class of
persons eligible to receive Options under the Plan.
15. Governing law. The Plan shall be governed by and construed in
accordance with the internal laws of the State of South Dakota without reference
to the principles of conflicts of law thereof.
Page 15 of 36
EXHIBIT 4.2
2001 OUTSIDE DIRECTORS STOCK OPTION PLAN
1. Purpose
The purpose of the Daktronics, Inc. 2001 Outside Directors Stock Option
Plan (the "Plan") is to provide a means whereby Daktronics, Inc. (the "Company")
may grant options to purchase common stock of the Company to those members of
the Company's Board of Directors who are not employees of the Company or any of
its subsidiaries ("Eligible Directors"). Options granted under the Plan are not
intended to and do not qualify as incentive stock options as described in
Section 422A of the Internal Revenue Code (the "Code").
2. Number of Shares Available under the Plan
Options will be granted by the Company at the times described below, to
Eligible Directors to purchase an aggregate of up to 400,000 shares of common
stock, without par value, of the Company and 400,000 shares shall be reserved
for options granted under the Plan (subject to adjustment as provided in Section
4.9 below). The shares issued upon exercise of options granted under the Plan
may be authorized and unissued shares or reacquired shares held by the Company.
If any option granted under the Plan shall terminate, expire or with the consent
of the optionee, be canceled as to any shares, new options may thereafter be
granted covering such shares without affecting the amount of the option reserve
noted above.
3. Administration.
The Plan shall be administered by a Committee consisting of the
President and Chief Financial Officer of the Company who are not eligible to
participate in the Plan (the "Committee"). Committee members shall have no
discretion concerning the grant of options, the price at which options are to be
granted or times at which options may be exercised.
The Committee may interpret the Plan, amend and rescind any rules and
regulations necessary or appropriate for the administration of the Plan and make
other determinations and take such other action as it deems necessary or
advisable. No such action will affect the rights of Eligible Directors who have
been granted options prior to such action. Any interpretation or other action
made or taken by the Committee shall be final, binding and conclusive.
4. Terms and Conditions
4.1 Time of Grant and Form. Each option granted under the Plan shall be
evidenced by an option agreement which shall be subject to the terms and
conditions of the Plan, for the following respective grants of options:
(a) Each Eligible Director who is appointed, elected or re-elected
to the Board of Directors on or after August 15, 2001, shall
receive a grant of options for the purchase of shares of
common stock of the Company, effective on the date of
appointment, election or re-election to the Board in an amount
equal to a maximum of 12,000 options for each year of the term
of that person's directorship (i.e., up to 12,000 options for
a one year term, or lesser period; up to 24,000 options for a
two year term, or lesser period exceeding one year; or up to
36,000 options for a three year term, or lesser period
exceeding two years).
Page 16 of 36
The foregoing respective dates of grant are referred to herein as the "Grant
Date." Notwithstanding the foregoing, if on the scheduled Grant Date, the
President determines, in his discretion, that the Company is in possession of
material, undisclosed information that would prevent the Company from issuing
securities, then the grant of options to Eligible Directors pursuant to this
Section 4.1 will be suspended until the third day after public dissemination of
such information. The President may only suspend the grant; the amount and other
terms of the grant will remain as set forth in the Plan, with the exercise price
of the option to be determined in accordance with the Plan on the date the
option is finally granted.
4.2 Exercisability. Subject to Sections 4.6 and 4.7 below, each option
agreement shall provide that the option will vest and become first exercisable
annually in increments of up to 12,000 shares of Common Stock commencing on the
first anniversary of the grant date. If the Plan is not approved by the
shareholders, all options granted under the Plan shall thereupon lapse.
4.3 Option Period. Subject to Sections 4.6 and 4.7 below, each option
agreement shall provide that the option shall expire at the end of seven (7)
years from the date granted or upon dissolution of the Company, if earlier.
4.4 Option Price. The exercise price per share for options granted
under the Plan shall be the "Fair Market Value" (as defined herein) as of the
Common Stock on the Grant Date. As used herein, "Fair Market Value" shall mean:
(a) the average between the high and low reported sale prices for the Common
Stock on the date of determination (or, if there were no such sales on that
date, on the next most recent date on which there were such sales) as reported
on the Composite Tape if the Common Stock is listed on the New York Stock
Exchange ("NYSE") or on the National Association of Securities Dealers National
Market System ("NMS"), (b) if the Common Stock is not then listed on the NYSE or
the NMS, the average between the closing bid and asked price quotations for the
Common Stock on that date (or if none on that date, on the next most recent date
on which there were such quotations) as reported by the National Association of
Securities Dealers Automatic Quotation System or any successor thereto or (c) if
the Common Stock is not then listed as described above, such value as is
reasonably determined by the Committee based on the then current fair market
value of the Common Stock.
4.5 Payment of Option Price. The purchase price of the shares as to
which an option shall be exercised shall be paid in cash, check, bank draft or
money order made payable to the Company, or by a "cashless exercise" procedure
established between the Company and a stock brokerage firm, subject to
compliance with applicable securities laws.
4.6 Exercise in the Event of Death or Ceasing to be a Board Member.
Each option agreement shall be subject to the following:
(a) If an optionee ceases to be a director of the Company (other
than by death or a "Change in Control" (as defined herein)),
the options which are then exercisable (vested) may be
exercised until seven (7) years from the date of grant, and
shall thereafter lapse.
(b) If an optionee ceases to be a director of the Company because
of death or a "Change in Control," all outstanding options,
whether or not vested, shall immediately become exercisable
until seven (7) years from the date of grant, and shall
thereafter lapse.
Page 17 of 36
Options that are not exercisable (not vested) as of the date an optionee ceases
to be a director of the Company (other than by death or due to a Change in
Control) shall immediately lapse on that date.
4.7 Change in Control. A "Change in Control" shall, unless the Board
otherwise directs by resolution adopted prior thereto, be deemed to occur if (i)
any "person" (as that term is used in Sections 13 and 14(d)(2) of the Securities
Exchange Act of 1934 as amended ("Exchange Act")) is or becomes the beneficial
owner (as that term is used in Section 13(d) of the Exchange Act), directly or
indirectly, of 50% or more of the voting capital stock of the Company ("Voting
Stock") or (ii) during any period of two consecutive years, individuals who at
the beginning of such period constitute the Board cease for any reason to
constitute at least a majority thereof, unless the election or the nomination
for election by the Company's shareholders of each new director was approved by
a vote of at least three-quarters of the directors then still in office who were
directors at the beginning of the period. Any merger, consolidation or corporate
reorganization in which the owners of the Company's capital stock entitled to
vote in the election of directors prior to said combination, own 50% or more of
the resulting entity's Voting Stock shall not, by itself, be considered a change
in control for the purposes of this Plan.
4.8 Adjustment of Number of Shares. If, and to the extent that, the
number of issued shares of the Capital Stock of the Company shall be increased
or reduced by change in par value, recapitalization, reorganization, merger,
consolidation, split up, distribution of a dividend payable in stock or the
like, the number of shares subject to any outstanding option and the option
price therefor shall be equitably adjusted by the Committee consistent with such
change to prevent substantial dilution or enlargement of the rights granted to
or available to optionees.
Subject to the foregoing, the grant of an option pursuant to the Plan
shall not affect in any way the right or power of the Company to make
adjustments, reclassifications, reorganizations, or changes of its capital or
business structure or to merge or to consolidate or to dissolve, liquidate or
sell, or transfer all or any part of its business or assets.
4.9 No Rights as Stockholder. An optionee shall not, by reason of any
option granted hereunder, have any right of a stockholder of the Company with
respect to the shares covered by his or her option until such shares shall have
been issued to the optionee.
4.10 No Obligation to Exercise Option. The granting of an option shall
impose no obligation upon the optionee to exercise such option. Neither shall
the Plan confer upon the optionee any rights respecting continued directorship.
4.11 Withholding Taxes. Prior to the delivery of any certificates or
certificates for shares issuable upon exercise of an option, the Company shall
have the right to require any optionee to remit to the Company an amount
sufficient to satisfy any federal and state withholding or other taxes, if any,
resulting from such option exercise. Payment of such amount may be made in the
same manner as payment of the exercise price or by tendering previously owned
shares of the Company's Common Stock with a Fair Market Value (as defined
herein) on the date of exercise equal to such amount, subject to compliance with
applicable securities laws.
Page 18 of 36
4.12 Common Stock Acquired for Investment. Common Stock acquired by an
optionee under this Plan by exercise of any option shall be acquired by the
optionee for investment and without intention of resale, unless, in the opinion
of counsel of the Company, such common stock may be purchased without any
investment representation. Where an investment representation is deemed
necessary, the Committee may require a written representation to that effect by
the optionee as a condition of the optionee exercising an option under this
Plan, and the Committee may place an appropriate legend on the common stock
issued to the optionee indicating that such common stock has not been registered
under federal or state securities laws. Each option shall be subject to the
requirement that if, at any time, the Committee shall determine in its
discretion that the listing, registration or qualification of the shares subject
to such option upon any securities exchange or under any state or federal law,
or the consent or approval of any governmental regulatory body, is necessary or
desirable as a condition of, or in connection with, the granting of such option
or the issuance or purchase of shares thereunder, then such option shall not be
granted or exercised in whole or in part unless such listing, registration,
qualification, consent or approval shall have been effected or obtained free of
any conditions not acceptable to the Committee. Nothing contained herein shall
require the Company to register the options or the shares of voting common stock
purchased upon the exercise of said options.
4.13 Liquidation. Upon the complete liquidation of the Company, any
unexercised options theretofore granted under this Plan shall be deemed
canceled, except as otherwise provided in the Plan in connection with a merger,
consolidation or reorganization of the Company.
4.14 Transfer of Option. Each option granted hereunder shall, by its
terms, not be transferable by the optionee other than by will or by the laws of
descent and distribution, and shall be, during the optionee's lifetime,
exercisable only by the optionee. Except as permitted by the preceding sentence,
each option granted under the Plan and the rights and privileges thereby
conferred shall not be transferred, assigned or pledged in any way (whether by
operation of law or otherwise), and shall not be subject to execution,
attachment or similar process. Upon any attempt to so transfer, assign, pledge,
or otherwise dispose of the option, or of any right or privilege conferred
thereby, contrary to the provisions of the option or the Plan, or upon levy of
any attachment or similar process upon such rights and privileges, the option,
and such rights and privileges, shall immediately become null and void.
4.15 Governing law. The Plan shall be governed by and construed in
accordance with the internal laws of the State of South Dakota without reference
to the principles of conflicts of law thereof.
4.16 Expiration Date. The Plan shall terminate at the end of the
Company's fiscal year in 2011, or on such earlier date determined by the Board.
Any termination shall not affect any options then outstanding under the Plan. No
options may be granted after termination.
5. Amendment and Termination.
The Board may from time to time amend, suspend or discontinue the Plan
provided that, subject to the provisions of Section 4.8 above, no action of the
Board may permit the granting of any option at the option price less than that
determined in accordance with Section 4.4 above; adjust or change the Grant Date
determined under Section 4.1 above; or shorten the period provided for in
Section 4.3 above. However, the Plan may not be amended more than once every six
months other than to comport with changes in the Internal Revenue Code, the
Employee Retirement Income Security Act, or the rules thereunder. Without the
written consent of an
Page 19 of 36
optionee, no amendment or suspension of the Plan shall alter or impair any
option previously granted to him or her under the Plan. The Board may, subject
to limitations in the Plan, modify, extend or renew outstanding options granted
under the Plan, or accept the surrender of outstanding options to the extent
unexercised.
6. Effective Date
The Plan was adopted by the Board of Directors of the Company to be
effective as of August 15, 2001, and its effectiveness is subject to approval by
the shareholders of the Company and is also subject to the termination of the
1993 Outside Directors Stock Option Plan, as amended, effective as of the close
of business on August 14, 2001.
Page 20 of 36
Exhibit 4.3
DAKTRONICS, INC.
1993 STOCK OPTION PLAN
AS AMENDED
1. Purpose. The purpose of the 1993 Stock Option Plan is to induce
certain designated persons to continue to provide valuable services to
Daktronics, Inc. (the "Company") and to encourage such persons to secure or
increase on reasonable terms their stock ownership in the Company. The Board of
Directors of the Company believes the Plan is in the best interest of the
Company and will promote the success of the Company. This success will be
achieved by encouraging continuity of management and increased incentive and
personal interest in the welfare of the Company by those who are primarily
responsible for shaping and implementing the long-range plans of the Company.
Certain Options granted under this Plan are intended to be Incentive
Stock Options qualified under Section 422 of the Code. The Plan also permits the
grant of Nonqualified Stock Options.
2. Definitions. For purposes of this Plan, the following terms shall
have the meanings indicated below:
(a) "Capital Stock" or "Common Stock": any of the Company's
authorized but unissued shares of common stock, each without par value.
(b) "Code": the Internal Revenue Code of 1986, as amended from
time to time.
(c) "Fair Market Value": (i) the average between the high and
low reported sale prices for the Common Stock on the Option Date (or,
if there were no such sales on that date, on the next most recent date
on which there were such sales) as reported on the Composite Tape if
the Common Stock is listed on the New York Stock Exchange ("NYSE") or
on the National Association of Securities Dealers National Market
System ("NMS"), (ii) if the Common Stock is not then listed on the NYSE
or the NMS, the average between the closing bid and asked price
quotations for the Common Stock on that date (or if none on that date,
on the next most recent date on which there were such quotations) as
reported by the National Association of Securities Dealers Automatic
Quotation System or any successor thereto or (iii) if the Common Stock
is not then listed as described above, such value as is reasonably
determined by the Committee (see Section 4) based on the then current
fair market value of the Common Stock at the time any Option is
granted. Fair Market Value of Incentive Stock Options shall be
determined consistent with the Code and regulations.
(d) "Incentive Stock Option": an option defined in Section 422
of the Code to purchase shares of the common stock of the Company.
(e) "Non-Qualified Stock Option": an option, not intended to
qualify as an Incentive Stock Option as defined in Section 422 of the
Code, to purchase Common Stock of the Company.
(f) "Option": the term shall refer to a Stock Option granted
under this Plan.
Page 21 of 36
(g) "Option Agreement": a written agreement pursuant to which
the Company grants an Option to an Optionee and sets the terms and
conditions of the Option.
(h) "Option Date": the date upon which an Option Agreement for
an option granted pursuant to this Plan is duly executed by or on
behalf of the Company.
(i) "Option Stock": the Common Stock of the Company (subject
to adjustment as described in Section 7) reserved for options pursuant
to this Plan, or any other class of stock of the Company which may be
substituted therefore by exchange, stock split or otherwise.
(j) "Optionee": a person who is eligible to receive an Option
under Section 5 of the Plan and to whom an Option has been granted
under the Plan.
(k) "Plan": this 1993 Stock Option Plan effective November 18,
1993, as amended effective February 26, 1998, and as amended hereafter
from time to time.
(l) A "Subsidiary": any corporation in an unbroken chain of
corporations beginning with the Company, if, at the time of granting
the option, each of the corporations other than the last corporation in
the chain owns stock possessing fifty percent (50%) or more of the
total combined voting power of all classes of stock in one of the other
corporations in such chain. The term shall include any subsidiaries
which become such after adoption of this Plan.
3. Options Available Under Plan. An aggregate of 600,000 shares of the
Company's authorized but unissued shares of Common Stock (after giving effect to
the 10-for-1 stock split authorized on the Common Stock on November 18, 1993)
are hereby made available for grant, and shall be reserved for issuance, under
this Plan. The aggregate number of shares available under this Plan shall be
subject to adjustment on the occurrence of any of the events and in the manner
set forth in Section 7. If an Option shall expire or terminate for any reason
without having been exercised in full, the unpurchased shares, shall (unless the
Plan shall have been terminated) become available for other Options under the
Plan.
4. Administration. The Plan shall be administered by the Board of
Directors of the Company. At all times subject to the authority of the Board of
Directors, the Board of Directors may from time to time delegate some or all of
its authority under the Plan to a committee consisting of three (3) or more
Directors (the "Committee"), and/or obtain assistance or recommendations from
such Committee. If no separate committee is appointed, the Board shall
constitute the Committee, and references to the Committee shall include the
entire Board of Directors.
The Company shall grant Options pursuant to the Plan upon
determinations of the Committee as to which of the eligible persons shall be
granted Options, the number of shares to be Optioned and the term during which
any such Options may be exercised. At all times, a majority of the members of
the Committee making determinations about the grant of Options to
employee-directors or employee-officers must be disinterested in the grant being
made. The Committee may from time to time adopt rules and procedures for
carrying out the Plan and interpretations and constructions of any provision of
the Plan, which shall be final and conclusive.
5. Eligibility for Stock Options. Incentive Stock Options under the
Plan may only be granted to such employees of the Company or any Subsidiary
thereof, as selected by the Committee. Non-Qualified Stock Options may be
granted to employees or other persons providing services to the Company,
excluding nonemployee directors who are considered "disinterested directors"
pursuant to Rule 16b-3 under the Securities Exchange Act.
Page 22 of 36
In selecting the employees or other persons to whom Stock Options shall
be granted, as well as determining the number of shares subject to each Option,
the Committee shall take into consideration such factors as it deems relevant in
connection with accomplishing the purpose of the Plan. For any calendar year,
the aggregate Fair Market Value (determined at the Option Date) of the stock
with respect to which any Incentive Stock Options are exercisable for the first
time by any individual employee (under all Incentive Stock Option plans of the
Company and all subsidiary corporations) shall not exceed $100,000. Subject to
the provisions of Section 3, an optionee who has been granted an Option may, if
he or she is otherwise eligible, be granted an additional Option or Options if
the Committee shall so determine. Any Incentive Stock Option that becomes
exercisable and exceeds the above limitation shall be treated as a Non-Qualified
Option.
No Stock Option may be granted under this Plan later than the
expiration of ten (10) years from the Effective Date.
6. Terms and Conditions of Options. Whenever the Committee shall
designate an Optionee, it shall communicate to the Secretary of the Company the
name of the Optionee, the number of shares to be Optioned and such other terms
and conditions as it shall determine, not inconsistent with the provisions of
this Plan. The President or other officer of the Company shall then enter into
an Option Agreement with the Optionee, complying with and subject to the
following terms and conditions and setting forth such other terms and conditions
of the Option as determined by the Committee:
(a) Number of shares and option price. The Option Agreement
shall state the total number of shares to which it pertains. The price
of Incentive Stock Option Stock shall be not less than one hundred
percent (100%) of the Fair Market Value of the Option Stock at the
Option Date. In the event an Incentive Stock Option is granted to an
employee, who, at the Option Date, owns more than ten percent (10%) of
the voting power of all classes of the Company's stock then
outstanding, the price of the shares of Option Stock which will be
covered by such Option shall be not less than one hundred ten percent
(110%) of the Fair Market Value of the Option Stock at the Option Date.
Non-Qualified Options may be granted at a price equal to, greater than
or less than Fair Market Value at the date of grant. The Option price
shall be subject to adjustment as provided in Section 7 hereof.
(b) Period of options and right to exercise. Options granted
under this Plan shall be subject to such terms and conditions, shall be
exercisable at such times and shall be evidenced by such form of
written Option Agreement as the Committee shall determine, provided
that for Incentive Stock Options, such determinations are not
inconsistent with Code Section 422 and the regulations thereunder. 'The
Option Agreement may, at the discretion of the Committee, provide for
the acceleration of vesting of Options upon a "Change in Control" of
the Company, as defined in Section 6(h) below.
In addition, no Option granted, shall by its terms, be exercisable
after the expiration of ten (10) years from the date such Option is
granted. Except, however, Incentive Stock Options granted to any
employee who at the Option Date owns more than ten percent (10%) of the
voting power of all shares of the classes of Company's stock then
outstanding, may not by its terms be exercisable after expiration of
five (5) years from the Option Date. The period during which the Option
may be exercised, once it is granted, shall not be reduced, except as
provided
Page 23 of 36
in paragraphs (c), (d) and (e) below. The exercise of any Option will
be contingent upon receipt by the Company of payment as provided in
paragraph (f) below for the full purchase price of such shares. No
Optionee or his or her legal representatives, legatees or distributees,
as the case may be, will be, or will be deemed to be, a holder of any
shares subject to an Option unless and until certificates for such
shares are issued under the terms of the Plan.
(c) Termination of Employment or Service. In the event that an
Optionee shall cease to be employed by or performing services for the
Company for any reason other than death, subject to the condition that
no Incentive Stock Option shall be exercisable after the expiration of
ten (10) years from the date it is granted, and unless the Option
Agreement provides otherwise, such Optionee shall have the right to
exercise any outstanding Options at any time within three (3) months
after the termination of employment or service.
(d) Death of Optionee. If the Optionee shall die (i) while in
the employ of or while providing services to the Company or any
Subsidiary, or (ii) within a period of three (3) months after the
termination of his or her employment or as a corporate director with
the Company or any subsidiary as provided in paragraph (c) of this
section, and in either case shall not have fully exercised his or her
Options, any Options granted pursuant to the Plan shall be exercisable
until the earlier of the originally stated date of termination or one
year from the date of death. Such Option shall be exercised pursuant to
subparagraph (f) of this Section by the person or persons to whom the
Optionee's rights under the Option shall pass by the Optionee's will or
by the laws of descent and distribution, and only to the extent that
such Options were exercisable at the time of his or her death.
(e) Transfer of Option. Each Option granted hereunder shall,
by its terms, not be transferable by the Optionee other than by will or
by the laws of descent and distribution, and shall be, during the
Optionee's lifetime, exercisable only by the Optionee. Except as
permitted by the preceding sentence, each Option granted under the Plan
and the rights and privileges thereby conferred shall not be
transferred, assigned or pledged in any way (whether by operation of
law or otherwise), and shall not be subject to execution, attachment or
similar process. Upon any attempt to so transfer, assign, pledge, or
otherwise dispose of the Option, or of any right or privilege conferred
thereby, contrary to the provisions of the Option or the Plan, or upon
levy of any attachment or similar process upon such rights and
privileges, the Option, and such rights and privileges, shall
immediately become null and void.
(f) Manner of Exercise of Options. An Option may be exercised,
in whole or in part, at such time or times and with respect to such
number of shares, as the Board of Directors, in its sole discretion,
shall determine at the time that the Option is granted. The Option
terms shall be set forth in the Option Agreement granting the Option.
Such Option shall be exercisable only within the Option period and only
by (i) written notice to the Company of intent to exercise the Option
with respect to a specified number of shares of stock; (ii) tendering
the original Option Agreement to the Company; and (iii) payment to the
Company of the amount of the Option purchase price for the number of
shares of stock with respect to which the Option is then exercised.
Payment of the Option purchase price may be made in cash, by cashier's
check (by personal check at the discretion of the Company) or by a
"cashless exercise" procedure established between the Company and a
stock brokerage firm, subject to compliance with applicable securities
laws. When shares of stock are issued to the Optionee pursuant to the
exercise of an Option, the fact of such issuance shall be noted on the
Option Agreement by the Company before the Agreement is returned to the
Optionee. When all shares of Optioned stock covered by the Option
Agreement have been issued to the Optionee, or the Option shall
expire,the Option Agreement shall be canceled and retained by the
Company.
Page 24 of 36
(g) Delivery of Certificate. As promptly as practicable after
receipt of the written notice and payment specified above, the Company
shall deliver to the Optionee certificates for the number of shares
with respect to which the Option has been exercised, issued in the
Optionee's name; provided, however, that such delivery shall be deemed
effected for all purposes when the Company, or the stock transfer agent
for the Company, shall have deposited such certificates in the United
States mail, postage prepaid, addressed to the Optionee at the address
specified in the written notice of exercise.
(h) Change in Control. A "Change in Control" shall, unless the
Board otherwise directs by resolution adopted prior thereto, be deemed
to occur if (i) any "person" (as that term is used in Sections 13 and
14(d)(2) of the Securities Exchange Act of 1934 as amended ("Exchange
Act")) is or becomes the beneficial owner (as that term is used in
Section 13(d) of the Exchange Act), directly or indirectly, of 50% or
more of the voting Capital Stock of the Company ("Voting Stock") or
(ii) during any period of two consecutive years, individuals who at the
beginning of such period constitute the Board cease for any reason to
constitute at least a majority thereof, unless the election or the
nomination for election by the Company's shareholders of each new
director was approved by a vote of at least three-quarters of the
directors then still in office who were directors at the beginning of
the period. Any merger, consolidation or corporate reorganization in
which the owners of the Company's capital stock entitled to vote in the
election of directors prior to said combination, own 50% or more of the
resulting entity's Voting Stock shall not, by itself, be considered a
change in control for the purposes of this Plan.
(i) Other Provisions. The Option Agreements authorized under
this Section may contain such other provisions as the Committee shall
deem advisable.
7. Adjustment of Number of Shares. If, and to the extent that, the
number of issued shares of the Capital Stock of the Company shall be increased
or reduced by change in par value, recapitalization, reorganization, merger,
consolidation, split up, distribution of a dividend payable in stock or the
like, the number of shares subject to the Option and the Option price therefor
shall be equitably adjusted by the Committee consistent with such change to
prevent substantial dilution or enlargement of the rights granted to or
available to Optionees.
Subject to the foregoing, the grant of an Option pursuant to the Plan
shall not affect in any way the right or power of the Company to make
adjustments, reclassifications, reorganizations, or changes of its capital or
business structure or to merge or to consolidate or to dissolve, liquidate or
sell, or transfer all or any part of its business or assets.
8. No Rights as Stockholder. An Optionee shall not, by reason of any
Option granted hereunder, have any right of a stockholder of the Company with
respect to the shares covered by his or her Option until such shares shall have
been issued to the Optionee.
9. No Obligation to Exercise Option. The granting of an Option shall
impose no obligation upon the Optionee to exercise such Option. Neither shall
the Plan confer upon the Optionee any rights respecting continued employment nor
limit the Optionee's rights or the employer Company's rights to terminate such
employment.
Page 25 of 36
10. Withholding Taxes. Whenever under the Plan shares of Option Stock
are to be issued upon exercise of a Non-Qualified Option granted hereunder and
prior to the delivery of any certificates or certificates for said shares by the
Company or if required by law, upon a disqualified disposition of an Incentive
Stock Option, the Company shall have the right to require any Optionee that is
or was an employee as of the Option Date, to remit to the Company an amount
sufficient to satisfy any federal and state withholding or other employment
taxes, if any, resulting from such option exercise or early disposition of
Option Stock. Payment of such amount may be made in the same manner as payment
of the exercise price or by tendering previously owned shares of the Company's
Common Stock with a Fair Market Value on the date of exercise equal to such
amount, subject to compliance with applicable securities laws.
11. Common Stock Acquired for Investment. Common Stock acquired by an
Optionee under this Plan by exercise of any Option shall be acquired by the
Optionee for investment and without intention of resale, unless, in the opinion
of counsel of the Company, such common stock may be purchased without any
investment representation. Where an investment representation is deemed
necessary, the Committee may require a written representation to that effect by
the Optionee as a condition of the Optionee exercising an Option under this
Plan, and the Committee may place an appropriate legend on the common stock
issued to the Optionee indicating that such common stock has not been registered
under federal or state securities laws. Each Option shall be subject to the
requirement that if, at any time, the Committee shall determine in its
discretion that the listing, registration or qualification of the shares subject
to such Option upon any securities exchange or under any state or federal law,
or the consent or approval of any governmental regulatory body, is necessary or
desirable as a condition of, or in connection with, the granting of such Option
or the issuance or purchase of shares thereunder, then such Option shall not be
granted or exercised in whole or in part unless such listing, registration,
qualification, consent or approval shall have been effected or obtained free of
any conditions not acceptable to the Committee. Nothing contained herein shall
require the Company to register the Options or the shares of voting common stock
purchased upon the exercise of said Options.
12. Effective Date. This Plan shall be effective November 18, 1993 (the
"Effective Date") as approved by the Board of Directors, subject to approval by
the shareholders of the Company. The amendment increasing the number of shares
available for grant under the Plan shall be effective February 26, 1998, subject
to approval by the shareholders of the Company However, unless within 12 months
before or 12 months after the Plan is adopted by the Board of Directors, or the
Plan is amended to increase the number of shares available for grant, the Plan
or such amendment is approved by the vote of the holders of a majority of the
outstanding Capital Stock of the Company, the Plan or such amendment and options
granted hereunder shall not qualify under Section 422 of the Code.
13. Liquidation. Upon the complete liquidation of the Company, any
unexercised Options theretofore granted under this Plan shall be deemed
canceled, except as otherwise provided in Section 7 in connection with a merger,
consolidation or reorganization of the Company.
14. Termination and Amendment of the Plan. This Plan shall terminate
ten (10) years after the Effective Date or at such earlier time as the Board of
Directors shall determine. Any termination shall not affect any Options then
outstanding under the Plan. The Board may make such modifications of the Plan as
it shall deem advisable, but may not, without further approval of the
stockholders of the Company, except as provided in Section 7 hereof, (a)
increase the number of shares reserved for Options under this Plan, (b) change
the manner of determining the Option price for Incentive Stock Options, (c)
increase the maximum term of the Options provided for herein or (d) change the
class of persons eligible to receive Options under the Plan.
Page 26 of 36
15. Governing law. The Plan shall be governed by and construed in
accordance with the internal laws of the State of South Dakota without reference
to the principles of conflicts of law thereof.
Page 27 of 36
Exhibit 4.4
DAKTRONICS, INC.
1993 OUTSIDE DIRECTORS STOCK OPTION PLAN
AS AMENDED
I.
PURPOSE OF PLAN
1.1 The purpose of the Daktronics, Inc. 1993 Outside Directors Stock
Option Plan (the "Plan") is to provide a means whereby Daktronics, Inc. (the
"Company") may grant options to purchase common stock of the Company to those
members of the Company's Board of Directors who are not employees of the Company
or any of its subsidiaries ("Eligible Directors"). Options granted under the
Plan are not intended to and do not qualify as incentive stock options as
described in Section 422A of the Internal Revenue Code (the "Code").
II.
NUMBER OF SHARES AVAILABLE UNDER THE PLAN
2.1 Options will be granted by the Company at the times described
below, to Eligible Directors to purchase an aggregate of up to 160,000 shares of
common stock, without par value, of the Company (after giving effect to the
10-for-1 stock split authorized on the Common Stock on November 18, 1993) and
160,000 shares shall be reserved for options granted under the Plan (subject to
adjustment as provided in Section 4.9 below). The shares issued upon exercise of
options granted under the Plan may be authorized and unissued shares or
reacquired shares held by the Company. If any option granted under the Plan
shall terminate, expire or with the consent of the optionee, be canceled as to
any shares, new options may thereafter be granted covering such shares without
affecting the amount of the option reserve noted above.
III.
ADMINISTRATION
3.1 The Plan shall be administered by a Committee consisting of the
President and Chief Financial Officer of the Company who are not eligible to
participate in the Plan (the "Committee"). Committee members shall have no
discretion concerning the grant of options, the price at which options are to be
granted or times at which options may be exercised.
The Committee may interpret the Plan, amend and rescind any rules and
regulations necessary or appropriate for the administration of the Plan and make
other determinations and take such other action as it deems necessary or
advisable. No such action will affect the rights of Eligible Directors who have
been granted options prior to such action. Any interpretation or other action
made or taken by the Committee shall be final, binding and conclusive.
IV.
TERMS AND CONDITIONS
4.1 Time of Grant and Form. Each option granted under the Plan shall be
evidenced by an option agreement which shall be subject to the terms and
conditions of the Plan, for the following respective grants of options:
Page 28 of 36
(a) Each Eligible Director of record on November 18, 1993 whose
term expires at the 1994 annual meeting of shareholders shall
receive a grant of options for the purchase of 1,000 shares of
common stock of the Company effective November 18, 1993.
(b) Each Eligible Director of record on November 18, 1993 whose
term expires at the 1995 annual meeting of shareholders shall
receive a grant of options for the purchase of 2,000 shares of
common stock of the Company effective November 18, 1993.
(c) Each Eligible Director of record on November 18, 1993 whose
term expires at the 1996 annual meeting of shareholders shall
receive a grant of options for the purchase of 3,000 shares of
common stock of the Company effective November 18, 1993.
(d) Each Eligible Director who is appointed, elected or re-elected
to the Board of Directors on or after August 19, 1998, shall
receive a grant of options for the purchase of shares of
common stock of the Company, effective on the date of
appointment, election or re-election to the Board in an amount
equal to 3,000 options for each year of the term of that
person's directorship (i.e., 3,000 options for a one year
term, or lesser period; 3,000 options for a two year term, or
lesser period exceeding one year; or 9,000 options for a three
year term, or lesser period exceeding two years).
The foregoing respective dates of grant are referred to herein as the "Grant
Date." Notwithstanding the foregoing, if on the scheduled Grant Date, the
President determines, in his discretion, that the Company is in possession of
material, undisclosed information that would prevent the Company from issuing
securities, then the grant of options to Eligible Directors pursuant to this
Section 4.1 will be suspended until the third day after public dissemination of
such information. The President may only suspend the grant; the amount and other
terms of the grant will remain as set forth in the Plan, with the exercise price
of the option to be determined in accordance with the Plan on the date the
option is finally granted.
4.2 Exercisability. Subject to Sections 4.6 and 4.7 below, each option
agreement dated prior to August 19, 1998 shall provide that the option will vest
and become first exercisable annually in increments of 1,000 shares of Common
Stock commencing on the first anniversary of the Grant Date. Subject to Sections
4.6 and 4.7 below, each option agreement date on or after August 19, 1998, shall
provide that the option will vest and become first exercisable annually in
increments of 3,000 shares of Common Stock commencing on the first anniversary
of the grant date. If the Plan is not approved by the shareholders, all options
granted under the Plan shall thereupon lapse.
4.3 Option Period. Subject to Sections 4.6 and 4.7 below, each option
agreement shall provide that the option shall expire at the end of seven (7)
years from the date granted or upon dissolution of the Company, if earlier.
4.4 Option Price. The exercise price per share for options granted
under the Plan shall be the "Fair Market Value" (as defined herein) as of the
Common Stock on the Grant Date. As used herein, "Fair Market Value" shall mean:
(a) the average between the high and low reported sale prices for the Common
Stock on the date of determination (or, if there were no such sales on that
date, on the next most recent date on which there were such sales) as reported
on the
Page 29 of 36
Composite Tape if the Common Stock is listed on the New York Stock Exchange
("NYSE") or on the National Association of Securities Dealers National Market
System ("NMS"), (b) if the Common Stock is not then listed on the NYSE or the
NMS, the average between the closing bid and asked price quotations for the
Common Stock on that date (or if none on that date, on the next most recent date
on which there were such quotations) as reported by the National Association of
Securities Dealers Automatic Quotation System or any successor thereto or (c) if
the Common Stock is not then listed as described above, such value as is
reasonably determined by the Committee based on the then current fair market
value of the Common Stock.
4.5 Payment of Option Price. The purchase price of the shares as to
which an option shall be exercised shall be paid in cash, check, bank draft or
money order made payable to the Company, or by a "cashless exercise" procedure
established between the Company and a stock brokerage firm, subject to
compliance with applicable securities laws.
4.6 Exercise in the Event of Death or Ceasing to be a Board Member.
Each option agreement shall be subject to the following:
(a) If an optionee ceases to be a director of the Company (other
than by death or a "Change in Control" (as defined herein)),
the options which are then exercisable (vested) may be
exercised until seven (7) years from the date of grant, and
shall thereafter lapse.
(b) If an optionee ceases to be a director of the Company because
of death or a "Change in Control," all outstanding options,
whether or not vested, shall immediately become exercisable
until seven (7) years from the date of grant, and shall
thereafter lapse.
Options that are not exercisable (not vested) as of the date an optionee ceases
to be a director of the Company (other than by death or due to a Change in
Control) shall immediately lapse on that date.
4.7 Change in Control. A "Change in Control" shall, unless the Board
otherwise directs by resolution adopted prior thereto, be deemed to occur if (i)
any "person" (as that term is used in Sections 13 and 14(d)(2) of the Securities
Exchange Act of 1934 as amended ("Exchange Act")) is or becomes the beneficial
owner (as that term is used in Section 13(d) of the Exchange Act), directly or
indirectly, of 50% or more of the voting capital stock of the Company ("Voting
Stock") or (ii) during any period of two consecutive years, individuals who at
the beginning of such period constitute the Board cease for any reason to
constitute at least a majority thereof, unless the election or the nomination
for election by the Company's shareholders of each new director was approved by
a vote of at least three-quarters of the directors then still in office who were
directors at the beginning of the period. Any merger, consolidation or corporate
reorganization in which the owners of the Company's capital stock entitled to
vote in the election of directors prior to said combination, own 50% or more of
the resulting entity's Voting Stock shall not, by itself, be considered a change
in control for the purposes of this Plan.
4.8 Adjustment of Number of Shares. If, and to the extent that, the
number of issued shares of the Capital Stock of the Company shall be increased
or reduced by change in par value, recapitalization, reorganization, merger,
consolidation, split up, distribution of a dividend payable in stock or the
like, the number of shares subject to the option and the option price therefor
shall be equitably adjusted by the Committee consistent with such change to
prevent substantial dilution or enlargement of the rights granted to or
available to optionees.
Page 30 of 36
Subject to the foregoing, the grant of an option pursuant to the Plan
shall not affect in any way the right or power of the Company to make
adjustments, reclassifications, reorganizations, or changes of its capital or
business structure or to merge or to consolidate or to dissolve, liquidate or
sell, or transfer all or any part of its business or assets.
4.9 No Rights as Stockholder. An optionee shall not, by reason of any
option granted hereunder, have any right of a stockholder of the Company with
respect to the shares covered by his or her option until such shares shall have
been issued to the optionee.
4.10 No Obligation to Exercise Option. The granting of an option shall
impose no obligation upon the optionee to exercise such option. Neither shall
the Plan confer upon the optionee any rights respecting continued directorship.
4.11 Withholding Taxes. Prior to the delivery of any certificates or
certificates for shares issuable upon exercise of an option, the Company shall
have the right to require any optionee to remit to the Company an amount
sufficient to satisfy any federal and state withholding or other taxes, if any,
resulting from such option exercise. Payment of such amount may be made in the
same manner as payment of the exercise price or by tendering previously owned
shares of the Company's Common Stock with a Fair Market Value (as defined
herein) on the date of exercise equal to such amount, subject to compliance with
applicable securities laws.
4.12 Common Stock Acquired for Investment. Common Stock acquired by an
optionee under this Plan by exercise of any option shall be acquired by the
optionee for investment and without intention of resale, unless, in the opinion
of counsel of the Company, such common stock may be purchased without any
investment representation. Where an investment representation is deemed
necessary, the Committee may require a written representation to that effect by
the optionee as a condition of the optionee exercising an option under this
Plan, and the Committee may place an appropriate legend on the common stock
issued to the optionee indicating that such common stock has not been registered
under federal or state securities laws. Each option shall be subject to the
requirement that if, at any time, the Committee shall determine in its
discretion that the listing, registration or qualification of the shares subject
to such option upon any securities exchange or under any state or federal law,
or the consent or approval of any governmental regulatory body, is necessary or
desirable as a condition of, or in connection with, the granting of such option
or the issuance or purchase of shares thereunder, then such option shall not be
granted or exercised in whole or in part unless such listing, registration,
qualification, consent or approval shall have been effected or obtained free of
any conditions not acceptable to the Committee. Nothing contained herein shall
require the Company to register the options or the shares of voting common stock
purchased upon the exercise of said options.
4.13 Liquidation. Upon the complete liquidation of the Company, any
unexercised options theretofore granted under this Plan shall be deemed
canceled, except as otherwise provided in the Plan in connection with a merger,
consolidation or reorganization of the Company.
4.14 Transfer of Option. Each option granted hereunder shall, by its
terms, not be transferable by the optionee other than by will or by the laws of
descent and distribution, and shall be, during the optionee's lifetime,
exercisable only by the optionee. Except as permitted by the preceding sentence,
each option granted under the Plan and the rights and privileges thereby
conferred shall not be transferred, assigned or pledged in any way (whether by
operation of law or otherwise), and shall not be
Page 31 of 36
subject to execution, attachment or similar process. Upon any attempt to so
transfer, assign, pledge, or otherwise dispose of the option, or of any right or
privilege conferred thereby, contrary to the provisions of the option or the
Plan, or upon levy of any attachment or similar process upon such rights and
privileges, the option, and such rights and privileges, shall immediately become
null and void.
4.15 Governing law. The Plan shall be governed by and construed in
accordance with the internal laws of the State of South Dakota without reference
to the principles of conflicts of law thereof.
4.16 Expiration Date. The Plan shall terminate November 17, 2003, or on
such earlier date determined by the Board. Any termination shall not affect any
options then outstanding under the Plan. No options may be granted after
termination.
V.
AMENDMENT AND TERMINATION
5.1 The Board may from time to time amend, suspend or discontinue the
Plan provided that, subject to the provisions of Section 4.8 above, no action of
the Board may permit the granting of any option at the option price less than
that determined in accordance with Section 4.4 above; adjust or change the Grant
Date determined under Section 4.1 above; or shorten the period provided for in
Section 4.3 above. However, the Plan may not be amended more than once every six
months other than to comport with changes in the Internal Revenue Code, the
Employee Retirement Income Security Act, or the rules thereunder. Without the
written consent of an optionee, no amendment or suspension of the Plan shall
alter or impair any option previously granted to him or her under the Plan. The
Board may, subject to limitations in the Plan, modify, extend or renew
outstanding options granted under the Plan, or accept the surrender of
outstanding options to the extent unexercised.
VI.
EFFECTIVE DATE
6.1 The Plan was adopted by the Board of Directors of the Company
effective November 18, 1993, and its effectiveness is subject to approval by the
shareholders of the Company. The plan was amended effective August 19, 1998, and
the effectiveness of the amendment is subject to approval by the shareholders of
the Company.
Page 32 of 36
HINSHAW & CULBERTSON
APPLETON, WISCONSIN PIPER JAFFRAY TOWER
BELLEVILLE, ILLINOIS SUITE 3100 MIAMI, FLORIDA
BLOOMINGTON, ILLINOIS 222 SOUTH NINTH STREET MILWAUKEE, WISCONSIN
BROOKFIELD, WISCONSIN MINNEAPOLIS, MINNESOTA 55402 MUNSTER, INDIANA
CHAMPAIGN, ILLINOIS PEORIA, ILLINOIS
CHICAGO, ILLINOIS 612.333.3434 PHOENIX, ARIZONA
CRYSTAL LAKE, ILLINOIS ROCKFORD, ILLINOIS
FT. LAUDERDALE, FLORIDA ST. LOUIS, MISSOURI
JACKSONVILLE, FLORIDA SAN FRANCISCO, CALIFORNIA
JOLIET, ILLINOIS TELEFAX: 612.334.8888 SPRINGFIELD, ILLINOIS
LAKE GENEVA, WISCONSIN TAMPA, FLORIDA
LISLE, ILLINOIS WAUKEGAN, ILLINOIS
WRITER'S DIRECT DIAL NO. FILE NO.
612-334-2511 753321
November 8th, 2001
Securities and Exchange Commission EXHIBIT 5.1
Judiciary Plaza
450 Fifth Street N.W.
Washington, D.C. 20549
Re: Daktronics, Inc. 2001 Incentive Stock Option Plan and the
Daktronics, Inc. 2001 Outside Directors Stock Option Plan
Daktronics, Inc. 1993 Incentive Stock Option Plan, as amended
Daktronics, Inc. 1993 Outside Directors Stock Option Plan, as
amended
Dear Sir/Madam:
In connection with the registration of 2,400,000 shares of Common
Stock, without par value, of Daktronics, Inc. (the "Company") by the
Registration Statement on Form S-8 reserved for issuance and sale pursuant to
the Company's 1993 Incentive Stock Option Plan, as amended, 2001 Incentive Stock
Option Plan and the registration of 800,000 shares of Common Stock by the
Company on Form S-8 reserved for issuance and sale pursuant to the Company's
1993 Outside Directors Stock Option Plan, as amended, 2001 Outside Directors
Stock Option Plan (together, the "Plans"), we have examined such documents and
records as we have deemed necessary to render the following opinion.
Based on the foregoing, we are of the opinion that:
Page 33 of 36
(a) The Company has been duly incorporated under the laws of the State
of South Dakota and is a validly organized and existing corporation, and has
corporate authority to issue the shares of common stock referred to in the
Registration Statement.
(b) The 2,400,000 shares of Common Stock to be offered by the Company
pursuant to the 1993 Incentive Stock Option Plan, as amended, 2001 Incentive
Stock Option Plan, and the 800,000 shares of Common Stock to be offered by the
Company pursuant to the 1993 Outside Directors Stock Option Plan, as amended,
2001 Outside Directors Stock Option Plan, when issued and paid for upon the
terms and in the manner set forth in the respective Plans and the agreements
with persons who receive options under the Plans, will be validly issued, fully
paid and nonassessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
HINSHAW & CULBERTSON
By
-------------------------------
Robert A. Minish, Partner
Page 34 of 36
EXHIBIT 23.1
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in this Registration Statement on
Form S-8 pertaining to the Daktronics, Inc. 1993 Incentive Stock Option Plan, as
amended, the 1993 Outside Directors Stock Option Plan, as amended, the 2001
Incentive Stock Option Plan and the 2001 Outside Directors Stock Option Plan of
our reports dated June 21, 2001 with respect to the consolidated financial
statements and schedule II of Daktronics, Inc. included in or incorporated by
reference in its Annual Report on Form 10-K for the year ended April 28, 2001.
McGLADREY & PULLEN, LLP
Sioux Falls, South Dakota
November 6, 2001
Page 35 of 36
EXHIBIT 24.1
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that DAKTRONICS, INC., a South Dakota
corporation (the "Company"), and each of the undersigned directors of the
Company, hereby constitutes and appoints James B. Morgan and William R.
Retterath and each of them (with full power to each of them to act alone)
its/his true and lawful attorney-in-fact and agent, for it/him and on its/his
behalf and its/his name, place and stead, in any and all capacities to sign,
execute, affix its/his seal thereto and file one or more Registration Statements
on Form S-8 or any other applicable form under the Securities Act of 1933, as
amended, and amendments thereto, including pre-effective and post-effective
amendments, with all exhibits and any and all documents required to be filed
with respect thereto with any regulatory authority, relating to 2,400,000 shares
to the Company's common stock, no par value, (the "Common Stock") reserved for
issuance with respect to the Company's 1993 Incentive Stock Option Plan, as
amended, 2001 Incentive Stock Option Plan, and 800,000 shares of the Company's
common stock, reserved for insurance with respect to the Company's 1993 Outside
Directors Stock Option Plan, as amended, 2001 Outside Directors Stock Option
Plan.
There is hereby granted to said attorneys, and each of them, full power
and authority to do and perform each and every act and thing requisite and
necessary to be done in respect of the foregoing as fully as it/he or
itself/himself might or could do if personally present, hereby ratifying and
confirming all that said attorneys-in-fact and agents, or any of them, may
lawfully do or cause to be done by virtue hereof.
This Power of Attorney may be executed in any number of counterparts,
each of which shall be an original, but all of which taken together shall
constitute one and the same instrument and any of the undersigned directors may
execute this Power of Attorney by signing any such counterpart.
IN WITNESS WHEREOF, DAKTRONICS, INC. has caused this Power of Attorney
to be executed in its name by its Chief Financial Officer on the 8th day of
November, 2001.
DAKTRONICS, INC.
By
---------------------------------
William R. Retterath
Chief Financial Officer
Page 36 of 36
The undersigned, directors of DAKTRONICS, INC., have hereunto set their
hands as of the 8th day of November, 2001.
Signature Title Date
- --------- ----- ----
By James B. Morgan Chief Executive Officer & November 8th, 2001
--------------------- Director
James B. Morgan (principal executive officer)
By William R. Retterath Chief Financial Officer November 8th, 2001
--------------------- (principal financial and
William R. Retterath accounting officer)
By Director November 8th, 2001
--------------------- Chairman of the Board
Aelred J. Kurtenbach
By Director November 8th, 2001
---------------------
Roland J. Jensen
By Director November 8th, 2001
---------------------
Frank J. Kurtenbach
By Director November 8th, 2001
---------------------
John L. Mulligan
By Director November 8th, 2001
---------------------
Charles S. Roberts
By Director November 8th, 2001
---------------------
Duane E. Sander
By Director November 8th, 2001
---------------------
Nancy D. Frame
By Director November 8th, 2001
---------------------
James A. Vellenga