-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, RtA4lkMC7bQ2Lmgr8wK56ssnybgjmeZlzA7HhjK4Lq5L5Mdl3XOMrV5JYGUV/nOu 7Xw59Z9V0C4dGBXw5oUN9w== 0000922907-01-500096.txt : 20010613 0000922907-01-500096.hdr.sgml : 20010613 ACCESSION NUMBER: 0000922907-01-500096 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 20010612 EFFECTIVENESS DATE: 20010612 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ELECSYS CORP CENTRAL INDEX KEY: 0000914398 STANDARD INDUSTRIAL CLASSIFICATION: SEARCH, DETECTION, NAVIGATION, GUIDANCE, AERONAUTICAL SYS [3812] IRS NUMBER: 481099142 STATE OF INCORPORATION: KS FISCAL YEAR END: 0731 FILING VALUES: FORM TYPE: S-8 SEC ACT: SEC FILE NUMBER: 333-62844 FILM NUMBER: 1659530 BUSINESS ADDRESS: STREET 1: 11300 WEST 89TH ST CITY: OVERLAND PARK STATE: KS ZIP: 66214 BUSINESS PHONE: 9134920861 MAIL ADDRESS: STREET 1: 11300 WEST 89TH ST CITY: OVERLAND PARK STATE: KS ZIP: 66214 FORMER COMPANY: FORMER CONFORMED NAME: AIRPORT SYSTEMS INTERNATIONAL INC DATE OF NAME CHANGE: 19931103 S-8 1 forms8_061201.txt As filed with the Securities and Exchange Commission on June 12, 2001 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ELECSYS CORPORATION (Exact name of registrant as specified in its charter) Kansas 48-1099142 (State or other jurisdiction (I.R.S. Employer of incorporation or organization) Identification No.) 11300 West 89th Street Overland Park, Kansas 66214 (913) 495-2600 (Address, including zip code, and telephone number, including area code, of registrant's principal executive offices) RESTATED AIRPORT SYSTEMS INTERNATIONAL, INC. 1991 STOCK OPTION PLAN(1) Keith S. Cowan With Copies to: President and Chief Executive Officer Steven F. Carman Elecsys Corporation Blackwell Sanders Peper Martin LLP 11300 West 89th Street 2300 Main Street, Suite 1000 Overland Park, Kansas 66214 Kansas City, Missouri 64108 (913) 495-2601 (816) 983-8153 (Name, address, including zip code, and telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE - ------------------------------------------------ ------------------ ------------------- ------------------ ------------------ Proposed maximum Proposed maximum Title of each class of securities to be Amount to be Offering price aggregate Amount of registered registered per share offering price registration fee - ------------------------------------------------ ------------------ ------------------- ------------------ ------------------ Common Stock, par value $.01 per share(2) 475,000 shares $1.25(3) $593,750 $148.44 - ------------------------------------------------ ------------------ ------------------- ------------------ ------------------
(1) The Company changed its name from "Airport Systems International, Inc." to "Elecsys Corporation" on November 1, 2000. (2) Issuable under the Restated Airport Systems International, Inc. 1991 Stock Option Plan. 1 (3) Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(h) under the Securities Act of 1933, as amended. The maximum offering price per share is based on the average of the high and low prices of the Registrant's Common Stock as listed on the American Stock Exchange on June 6, 2001. ------------------ EXPLANATORY NOTE As permitted by the rules of the Securities and Exchange Commission (the "Commission"), this Registration Statement omits the information specified in Part I of Form S-8. 2 Part II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT Item 3. Incorporation of Documents by Reference. The issuer, referred to herein as the Company, changed its name on November 1, 2000 from Airport Systems International, Inc. to Elecsys Corporation. The following documents filed with the Commission by the Company are incorporated in this Registration Statement on Form S-8 (the "Registration Statement") by reference: 1. The Company's Annual Report on Form 10-KSB for the fiscal year ended April 30, 2000, filed with the Commission on July 31, 2000. 2. The Company's Current Report on Form 8-K/A, filed with the Commission on October 30, 2000. 3. The Company's Current Report on Form 8-K, filed with the Commission on November 1, 2000. 4. The Company's Current Report on Form 8-K, filed with the Commission on November 22, 2000. 5. The Company's Current Report on Form 8-K, filed with the Commission on February 22, 2001. 6. The Company's Current Report on Form 8-K, filed with the Commission on February 23, 2001. 7. The Company's Current Report on Form 8-K, filed with the Commission on March 13, 2001. 8. The Company's Current Report on Form 8-K, filed with the Commission on April 26, 2001. 9. The Company's Quarterly Report on Form 10-Q for the quarter ended July 31, 2000, filed with the Commission on September 14, 2000. 10. The Company's Quarterly Report on Form 10-Q for the quarter ended October 31, 2000, filed with the Commission on December 15, 2000. 11. The Company's Quarterly Report on Form 10-Q for the quarter ended January 31, 2001, filed with the Commission on March 19, 2001. 12. The description of the Company's Common Stock, par value $.01 per share, contained in the Company's Registration Statement on Form SB-2, filed with the Commission on November 28, 1993, and including any further amendment or report filed for the purpose of updating such description. All documents subsequently filed by the Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), prior to the filing of a post-effective amendment which indicates that all securities offered hereunder have been sold or which deregisters all of the securities offered then remaining unsold, shall be deemed to be incorporated herein by reference and to be a part hereof from the date of filing of such documents. 3 Item 4. Description of Securities. Not applicable. Item 5. Interests of Named Experts and Counsel. Not applicable. Item 6. Indemnification of Directors and Officers. Section 17-6305 of the Kansas General Corporation Code ("KGCC") authorizes a court to award, or a corporation's board of directors to grant, indemnity to directors and officers in terms sufficiently broad to permit such indemnification under certain circumstances for liabilities, including reimbursement for expenses incurred, arising under the Securities Act. As permitted by the KGCC, the Company's Articles of Incorporation include a provision that eliminates the personal liability of each of the Company's directors for monetary damages for a breach of fiduciary duty as a director, except for liability (i) for any breach of the director's duty of loyalty to the Company or the Company's stockholders; (ii) for acts or omissions not in good faith or involving intentional misconduct or a knowing violation of law; (iii) under Section 17-6424 of the KGCC regarding unlawful dividends and stock purchases; or (iv) for any transaction from which the director derived any improper personal benefit. As permitted by the KGCC, the Company's Bylaws provide that (i) the Company shall indemnify a former or current director or officer against liability incurred in any threatened, pending or completed action, suit or proceeding (whether civil, criminal, administrative or investigative) if the director or officer conducted himself in good faith and reasonably believed (a) that his conduct (in his official capacity with the Company) was in the best interests of the Company, (b) that his conduct (in all other cases) was at least not opposed to the Company's best interest, or (c) (in a criminal proceeding) that he had no reasonable cause to believe his conduct was unlawful; (ii) the Company shall indemnify a director or officer who was wholly successful, on the merits or otherwise, in the defense of any legal proceeding against reasonable expenses incurred; (iii) the Company may advance expenses, as incurred, to the Company's directors or officers in connection with a legal proceeding, subject to (a) the Company's receipt of a written affirmation of the director's or officer's good faith belief that he has met the Company's standard of conduct, (b) the Company's receipt of a written undertaking of the director or officer to repay the advance if it is ultimately determined that he did not meet the Company's standard of conduct, and (c) a determination that the facts then known to those making the determination would not preclude indemnification; (iv) a director or officer may apply for indemnification to the court conducting the legal proceeding and the court may order indemnification if it determines the director or officer is entitled to mandatory indemnification or the director or officer is, subject to certain limitations, fairly and reasonably entitled to indemnification in view of all the relevant circumstances; and (v) the Company may maintain insurance, at the Company's expense, to protect the Company and any director, officer, employee, or agent of the Company or while a director, officer, employee or agent of the Company is or was serving as a director, officer, partner, trustee, employee or agent at the request of the Company of another entity against liability asserted against or incurred by him in that capacity, whether or not the Company would have the power to indemnify such person against the same liability. The Company's Bylaws provide that the Company may not indemnify a director or officer in connection with a legal proceeding by or in the right of the Company whereby the director was adjudged liable to the Company or in connection with any other proceeding charging improper personal benefit to the director or officer whereby he was adjudged liable on the basis the personal benefit was improperly received by him. The Company carries insurance that insures the Company's officers and directors against liability they may incur for actions they take in their capacity as officers and directors, including liability related to alleged violations of federal or state securities laws. 4 Item 7. Exemption from Registration Claimed Not applicable. Item 8. Exhibits. 4.1 Articles of Incorporation of Elecsys Corporation, as amended (incorporated by reference to Exhibit 3.1 of the Company's Annual Report on Form 10-K for the fiscal year ended April 30, 2000, filed with the Commission on July 31, 2000). 4.2 Amendment to the Articles of Incorporation of Elecsys Corporation, dated November 1, 2000. 4.3 Restated Bylaws of Elecsys Corporation (incorporated by reference to Exhibit 3.2 of the Company's Annual Report on Form 10-K for the fiscal year ended April 30, 2000, filed with the Commission on July 31, 2000). 4.4 A specimen stock certificate representing shares of common stock, par value $.01 per share (incorporated by reference to Exhibit 4 of the Company's Annual Report on Form 10-K for the fiscal year ended April 30, 2000, filed with the Commission on July 31, 2000). 5 Opinion of Blackwell Sanders Peper Martin LLP, counsel to the Company. 23.1 Consent of Blackwell Sanders Peper Martin LLP (included in Exhibit 5). 23.2 Consent of Ernst & Young LLP. 24 Powers of Attorney (included in signature page to the Registration Statement). 99.1 Restated Airport Systems International, Inc. 1991 Stock Option Plan. Item 9. Undertakings. Rule 415 Offering. - ----------------- The undersigned Company 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 the 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 Commission pursuant to Rule 424(b) 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; 5 (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 (i) and (ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the Commission by the Company pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in this Registration Statement. (2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. Incorporation of Subsequent Exchange Act Documents by Reference. - --------------------------------------------------------------- The undersigned Company hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the Company's annual report pursuant to Section 13(a) or 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. Form S-8 Registration Statement. - ------------------------------- Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the Company pursuant to the foregoing provisions, or otherwise, 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. In the event that a claim for indemnification against such liabilities (other than the payment by the Company of expenses incurred or paid by a director, officer or controlling person of the Company 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 Company 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. 6 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 Overland Park, State of Kansas, on June 12, 2001. ELECSYS CORPORATION By: /s/ Keith S. Cowan ------------------------------------ Keith S. Cowan Chief Executive Officer KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned hereby severally constitute and appoint Keith S. Cowan and Thomas C. Cargin, and each of them singly, with full power of substitution and resubstitution, as his or her true and lawful attorneys with full power to them, and each of them singly, to sign for the undersigned and in the names of the undersigned in the capacities indicated below, any and all amendments to this Registration Statement on Form S-8, and generally to do all such things in the names of the undersigned and in their capacities as indicated below to enable Elecsys Corporation to comply with the provisions of the Securities Act of 1933, and all requirements of the Securities and Exchange Commission, hereby ratifying and confirming the signatures of the undersigned as they may be signed by said attorneys, or any of them, to said Registration Statement and any and all amendments thereto. Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated:
Signature Title Date --------- ----- ---- /s/ Walter Stowell Chairman of the Board of Directors June 12, 2001 - ------------------------------------ Walter Stowell /s/ Thomas C. Cargin Director June 12, 2001 - ----------------------------------- Thomas C. Cargin /s/ David D. Gatchell Director June 12, 2001 - ----------------------------------- David D. Gatchell /s/ Michael Meyer Director June 12, 2001 - ----------------------------------- Michael Meyer /s/ David Schulte Director June 12, 2001 - ----------------------------------- David Schulte /s/ Robert Taylor Director June 12, 2001 - ----------------------------------- Robert Taylor /s/ Keith S. Cowan Director June 12, 2001 - ----------------------------------- Keith S. Cowan
7 Index of Exhibits Exhibit Number Document - ------ -------- 4.1 Articles of Incorporation of Elecsys Corporation, as amended (incorporated by reference to Exhibit 3.1 of the Company's Annual Report on Form 10-K for the fiscal year ended April 30, 2000, filed with the Commission on July 31, 2000). 4.2 Amendment to the Articles of Incorporation of Elecsys Corporation, dated November 1, 2000. 4.3 Restated Bylaws of Elecsys Corporation (incorporated by reference to Exhibit 3.2 of the Company's Annual Report on Form 10-K for the fiscal year ended April 30, 2000, filed with the Commission on July 31, 2000). 4.4 A specimen stock certificate representing shares of common stock, par value $.01 per share (incorporated by reference to Exhibit 4 of the Company's Annual Report on Form 10-K for the fiscal year ended April 30, 2000, filed with the Commission on July 31, 2000). 5 Opinion of Blackwell Sanders Peper Martin LLP, counsel to the Company. 23.1 Consent of Blackwell Sanders Peper Martin LLP (included in Exhibit 5). 23.2 Consent of Ernst & Young LLP. 24 Powers of Attorney (included in the signature page to the Registration Statement). 99.1 Restated Airport Systems International, Inc. 1991 Stock Option Plan. 8 Certificate of Amendment Name of corporation: AIRPORT SYSTEMS INTERNATIONAL, INC. We, Keith S. Cowan, President and Thomas C. Cargin, Secretary of the above named corporation, a corporation organized and existing under the laws of the State of Kansas, do hereby certify that at a meeting of the Board of Directors of the corporation, the board adopted a resolution setting forth the following amendment to the Articles of Incorporation and declaring its advisability: Article One of the Articles of Incorporation is amended in its entirety to read as follows: The name of the corporation is ELECSYS CORPORATION. We further certify that thereafter, pursuant to the resolution and in accordance with the bylaws of the corporation and the laws of the State of Kansas, the Board of Directors called a meeting of stockholders for consideration of the proposed amendment, and thereafter, pursuant to notice and in accordance with the statutes of the State of Kansas, the stockholders convened and considered the proposed amendment. We further certify that at the meeting a majority of the stockholders entitled to vote voted in favor of the proposed amendment. We further certify that the amendment was duly adopted in accordance with the provisions of K.S.A. 17-6602, as amended. In Testimony Whereof, we have hereunto set our hands this 1st day of November, 2000. /s/ Keith S. Cowan ---------------------------- Keith S. Cowan, President /s/ Thomas C. Cargin ---------------------------- Thomas C. Cargin, Secretary STATE OF KANSAS ) ) ss. COUNTY OF JOHNSON ) Be it remembered that before me, a Notary Public in and for the aforesaid county and state personally appeared Keith S. Cowan, President and Thomas C. Cargin, Secretary of the corporation named in this document, who are known to me to be the same persons who executed the foregoing certificate and duly acknowledged its execution of the same this 19th day of October, 2000. /s/ Jeanne M. Hayes ----------------------------------------- Notary Public My appointment or commission expires: May 29, 2003. 9 EX-5 2 forms8_061201exh5.txt Exhibit 5 ------------------------------------------------ LETTERHEAD OF BLACKWELL SANDERS PEPER MARTIN LLP ------------------------------------------------ June 12, 2001 Elecsys Corporation 11300 West 89th Street Overland Park, KS 66214 Ladies and Gentlemen: We have acted as counsel to Elecsys Corporation, a Kansas corporation (the "Company"), in connection with the registration on Form S-8 under the Securities Act of 1933, as amended, of 475,000 shares of Common Stock of the Company, $.01 par value per share (the "Common Stock"), issuable under the Airport Systems International, Inc. 1991 Restated Stock Option Plan (the "Plan"). In connection with the foregoing, we have examined such documents, corporate records and other instruments as we have deemed necessary or appropriate in connection with this opinion. Based upon and subject to the foregoing, we are of the opinion that when such shares of Common Stock have been issued and sold by the Company in accordance with the terms of the Plan, such shares will constitute legally issued, fully paid and non-assessable shares of the Company. We consent to the filing of this opinion as an exhibit to the registration statement pursuant to which such shares will be sold and to the reference to us in such registration statement. Very truly yours, /s/ Blackwell Sanders Peper Martin LLP 10 EX-23 3 forms8_061201exh23.txt Exhibit 23.2 Consent of Independent Auditors We consent to the incorporation by reference in the Registration Statement (Form S-8) pertaining to the Elecsys Corporation Restated Airport Systems International, Inc. 1991 Stock Option Plan of our report dated June 30, 2000 (except for Note 4 as to which the date is July 15, 2000) with respect to the consolidated financial statements of Elecsys Corporation (formerly Airport Systems International, Inc.) included in its Annual Report (Form 10-KSB) for the year ended April 30, 2000, filed with the Securities and Exchange Commission. /s/ Ernst & Young LLP Kansas City, Missouri June 12, 2001 11 EX-99 4 forms8_061201exh99.txt Exhibit 99.1 RESTATED AIRPORT SYSTEMS INTERNATIONAL, INC. 1991 STOCK OPTION PLAN 1. Purposes of the Plan. The purposes of this Stock Option Plan are to attract and retain the best available personnel for positions of substantial responsibility, to provide additional incentive to the Employees and Consultants of the Company and to promote the success of the Company's business. Options granted hereunder may be either Incentive Stock Options or Nonstatutory Stock Options, at the discretion of the Board and as reflected in the terms of the written option agreement. 2. Definitions. As used herein, the following definitions shall apply: (a) "Board" shall mean the Committee, if one has been appointed, or the Board of Directors of the Company, if no Committee is appointed. (b) "Code" shall mean the Internal Revenue Code of 1986, as amended. (c) "Common Stock" shall mean the Common Stock of the Company. (d) "Company" shall mean Airport Systems International, Inc., a Kansas corporation. (e) "Committee" shall mean the Committee appointed by the Board of Directors in accordance with paragraph (a) of Section 4 of the Plan, if one is appointed. (f) "Consultant" shall mean any person who is engaged by the Company or any subsidiary to render consulting services and is compensated for such consulting services or any other person determined by the Board to have performed services for or on behalf of the Company which merits the grant of an Option, and any director of the Company whether compensated for such services or not; provided that if and in the event the Company registers any class of any equity security pursuant to Section 12 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), the term Consultant shall thereafter not include directors who are not compensated for their services or are paid only a director's fee by the Company. (g) "Continuous Status as an Employee or Consultant" shall mean the absence of any interruption or termination of service as an Employee or Consultant. Continuous Status as an Employee or Consultant shall not be considered interrupted in the case of sick leave, military leave, or any other leave of absence approved by the Board; provided that such leave is for a period of not more than 90 days or reemployment upon the expiration of such leave is guaranteed by contract or statute. (h) "Employee" shall mean any person, including officers and directors, employed by the Company or any Parent or Subsidiary of the Company. The payment of a director's fee by the Company shall not be sufficient to constitute "employment" by the Company. (i) "Incentive Stock Option" shall mean an Option intended to qualify as an incentive stock option within the meaning of Section 422A of the Code. (j) "Nonstatutory Stock Option" shall mean an Option not intended to qualify as an Incentive Stock Option. 12 (k) "Option" shall mean a stock option granted pursuant to the Plan. (l) "Optioned Stock" shall mean the Common Stock subject to an Option. (m) "Optionee" shall mean an Employee or Consultant who receives an Option. (n) "Parent" shall mean a "parent corporation", whether now or hereafter existing, as defined in Section 425(e) of the Code. (o) "Plan" shall mean this Restated 1991 Stock Option Plan. (p) "Share" shall mean a share of the Common Stock, as adjusted in accordance with Section 12 of the Plan. (q) "Subsidiary" shall mean a "subsidiary corporation", whether now or hereafter existing, as defined in Section 425(f) of the Code. 3. Stock Subject to the Plan. Subject to the provisions of Section 12 of the Plan, the maximum aggregate number of shares which may be optioned and sold under the Plan is 475,000 shares of Common Stock. The Shares may be authorized, but unissued, or reacquired Common Stock. If an Option should expire or become unexercisable for any reason without having been exercised in full, the unpurchased Shares which were subject thereto shall, unless the Plan shall have been terminated, become available for future grant under the Plan. Notwithstanding any other provision of the Plan, shares issued under the Plan and later repurchased by the Company shall become available for future grant or sale under the Plan. 4. Administration of the Plan. (a) Procedure. The Plan shall be administered by the Board of Directors of the Company. (i) Subject to subparagraph (ii), the Board of Directors may appoint a Committee consisting of not less than two members of the Board of Directors to administer the Plan on behalf of the Board of Directors, subject to such terms and conditions as the Board of Directors may prescribe. Once appointed, the Committee shall continue to serve until otherwise directed by the Board of Directors. Members of the Board who are either eligible for Options or have been granted Options may vote on any matters affecting the administration of the Plan or the grant of any Options pursuant to the Plan, except that no such member shall act upon the granting of an Option to himself, but any such member may be counted in determining the existence of a quorum at any meeting of the Board during which action is taken with respect to the granting of Options to him. (ii) Notwithstanding the foregoing subparagraph (i), if in any event the Company registers any class of any equity security pursuant to Section 12 of the Exchange Act, from the effective date of such registration (the "Effective Date") until six months after the termination of such registration (the "Termination Date"), any grants of options to officers or directors shall only be made by the Board of Directors; provided, however, that if any of the members of the Board of Directors are eligible to participate in this Plan or any other stock option or other stock plan of the Company or any of its affiliates, or has been eligible at any time within the preceding year, any grants of options to officers or directors of the Company must be made by, or only in accordance with the recommendation of, a Committee consisting of two or more directors, appointed by the Board of Directors and having full authority to act in the matter, none of whom is eligible to participate in this Plan or any other stock option or other stock plan of the Company or any of its 13 affiliates, or has been eligible at any time within the preceding year. Once appointed, the Committee shall continue to serve until otherwise directed by the Board of Directors. (iii) Subject to the foregoing subparagraphs (i) and (ii), from time to time the Board of Directors may increase the size of the Committee and appoint additional members thereof, remove members (with or without cause) and appoint new members in substitution therefor, fill vacancies however caused, or remove all members of the Committee and thereafter directly administer the Plan. (b) Powers of the Board. Subject to the provisions of the Plan, the Board shall have the authority, in its discretion: (i) to grant Incentive Stock Options or Nonstatutory Stock Options; (ii) to determine upon review of relevant information and in accordance with Section 8(b) of the Plan, the fair market value of the Common Stock; (iii) to determine the exercise price per share of Options to be granted, which exercise price shall be determined in accordance with Section 8(a) of the Plan; (iv) to determine the Employees or Consultants to whom, and; the time or times at which, Options shall be granted and the number of shares to be represented by each Option; (v) to interpret the Plan; (vi) to prescribe, amend and rescind rules and regulations relating to the Plan; (vii) to determine the terms and provisions of each Option granted (which need not be identical) and, with the consent of the holder thereof, modify or amend each Option; (viii) to accelerate or defer (with the consent of the Optionee) the exercise date of any Option, consistent with the provisions of Section 5 of the Plan; (ix) to authorize any person to execute on behalf of the Company any instrument required to effectuate the grant of an Option previously granted by the Board; and (x) to make all other determinations deemed necessary or advisable for the administration of the Plan. (c) Effect of Board's Decision. All decisions, determinations and interpretations of the Board shall be final and binding on all Optionees and any other holders of any Options granted under the Plan. 5. Eligibility. (a) Options may be granted only to Employees and Consultants. Incentive Stock Options may be granted only to Employees. An Employee or Consultant who has been granted an Option may, if he is otherwise eligible, be granted an additional Option or Options. (b) To the extent that the aggregate fair market value of Common Stock with respect to which Incentive Stock Options are exercisable for the first time by any Optionee during any calendar year (under all plans of the Company or any Parent or Subsidiary) exceeds $100,000, such Incentive Stock Options shall be treated as Nonstatutory Stock Options. (c) Section 5(b) of the Plan shall apply only to an Incentive Stock Option evidenced by an "Incentive Stock Option Agreement" which sets forth the intention of the Company and the Optionee that such Option shall qualify as an incentive stock option. Section 5(b) of the Plan shall not apply to any Option evidenced by a "Nonstatutory Stock Option Agreement" which sets forth the intention of the Company and the Optionee that such Option shall be a Nonstatutory Stock Option. (d) The Plan shall not confer upon any Optionee any right with respect to continuation of employment or consulting relationship with the Company, nor shall it interfere in any way with his right or the Company's right to terminate his employment or consulting relationship at any time. 6. Term of Plan. The Plan shall become effective upon the earlier to occur of its adoption by the Board of Directors or its approval by the shareholders of the Company as described in Section 18 of the Plan. It shall continue in effect for a term of ten (10) years unless sooner terminated under Section 14 of the Plan. 14 7. Term of Options. The term of each Incentive Stock Option shall be ten (10) years from the date of grant thereof or such shorter term as may be provided in the Incentive Stock Option Agreement. The term of each Option that is not an Incentive Stock Option shall be determined by the Board and set forth in the Option Agreement. However, in the case of an Incentive Stock Option granted to an Optionee who, at the time the Incentive Stock Option is granted, owns stock representing more than ten percent (10%) of the voting power of all classes of stock of the Company or any Parent or Subsidiary, the term of the Incentive Stock Option shall be five (5) years from the date of grant thereof or such shorter time may in the Incentive Stock Option Agreement. 8. Exercise Price and Consideration. (a) Exercise Price. The per Share exercise price for the Shares to be issued pursuant to exercise of an Option shall be such price as is determined by the Board, but shall be subject to the following: (i) In the case of an Incentive Stock Option (A) granted to an Employee who, at the time of the grant of such Incentive Stock Option, owns stock representing more than ten percent (10%) of the voting power of all classes of stock of the Company or, any Parent or Subsidiary, the per Share exercise price shall be no less than 110% of the fair market value per Share on the date of grant. (B) granted to any other Employee, the per Share exercise price shall be no less than 100% of the fair market value per Share on the date of grant. (ii) in the case of an Option granted on or after the effective date of registration of any class of equity security of the Company pursuant to Section 12 of the Exchange Act and prior to six months after the termination of such registration, the per Share exercise price shall be no less than 100% of the fair market value per Share on the date of grant. (iii) In the case of Non-Statutory Stock Options, at any price per share determined by the Board. (b) Fair Market Value. The fair market value shall be determined by the Board in its discretion; provided, however, that where there is a public market for the Common Stock, the fair market value per Share shall be the mean of the bid and asked prices (or the closing price per share if the Common Stock listed on that National Association of Securities Dealers Automated Quotation ("NASDAQ") National Market System) of the Common Stock for the date of grant, as reported in The Wall Street Journal (or, if not so reported, as otherwise reported by the NASDAQ System) or, in the event the Common Stock is listed on a stock exchange, the fair market value per Share shall be the closing price on such exchange on the date of grant of the Option, as reported in The Wall Street Journal. (c) Form of Consideration. The consideration to be paid for the Shares to be issued upon exercise of an Option, including the method of payment, shall be determined by the Board and may consist entirely of cash, check, other Shares of Common Stock having a fair market value on the date of surrender equal to the aggregate exercise price of the Shares as to which said option shall be exercised, or any combination of such methods of payment, or such other consideration and method of payment for the issuance of Shares to the extent permitted under K.S.A. Sections 17-6402, 17-6403 and 17-6407 of the Kansas General Corporation Code. In making its determination as to the type of consideration to accept, the Board shall consider if acceptance of such consideration may be reasonably expected to benefit the Company. 15 9. Exercise of Option. (a) Procedure for Exercise Rights as a Shareholder. Any Option granted hereunder shall be exercisable at such times and under such conditions as determined by the Board, including performance criteria with respect to the Company and/or the Optionee, and as shall be permissible under the terms of the Plan. An Option may not be exercised for a fraction of a Share. An Option shall be deemed to be exercised when written notice of such exercise in the form required by the Nonstatutory or Incentive Stock Option Agreement has been given to the Company in accordance with the terms of the Option by the person entitled to exercise the Option and full payment for the Shares with respect to which the Option is exercised has been received by the Company. Full payment may, as authorized by the Board, consist of any consideration and method of payment allowable under Section 8(c) of the Plan. Until. the issuance (as evidenced by the appropriate entry on the books of the Company or of a duly authorized transfer agent of the Company) of the stock certificate evidencing such Shares, no right to vote or receive dividends or any other rights as a shareholder shall exist with respect to the Optioned Stock, notwithstanding the exercise of the Option. The Company shall issue (or cause to be issued) such stock certificate promptly upon exercise of the Option. No adjustment will be made for a dividend or other right for which the record date is prior to the date the stock certificate is issued, except as provided in Section 12 of the Plan. Exercise of an Option in any manner shall result in a decrease in the number of Shares which thereafter may be available, both for purposes of the Plan and for purchase under the Option, by the number of Shares as to which the Option is exercised. 10. Certain Events Affecting Exercisability of Incentive Stock Options. (a) Termination of Status as an Employee or Consultant. With respect to Incentive Stock Options, in the event of termination of an Optionee's Continuous Status as an Employee or Consultant (as the case may be), such Optionee may, but only within sixty (60) days (or such other period of time not exceeding three (3) months as is determined by the Board, with such determination being made at the time of grant of the Option) after such event of termination of an Optionee's Continuous Status as an Employee or Consultant (as the case may be) (but in no event later than the date of expiration of the term of such Incentive Stock Option as set forth in the Incentive Stock Option Agreement), exercise his Incentive Stock Option to the extent that he was entitled to exercise it at the date of such termination. To the extent that he was not entitled to exercise the Incentive Stock Option at the date of such termination, or if he does not exercise such Incentive Stock Option (which he was entitled to exercise) within the time specified herein, the Incentive Stock Option shall terminate. (b) Disability of Optionee. With respect to Incentive Stock Options, notwithstanding the provision of Section 10(a) above, in the event of termination of an Optionee's Continuous Status as an Employee or Consultant (as the case may be) as a result of his total and permanent disability (as defined in Section 22(e)(3) of the Code), he may, but only within six (6) months (or such other period of time not exceeding twelve (12) months as is determined by the Board, with such determination being made at the time of grant of the Incentive Stock Option) from the date of termination (but in no event later than the date of expiration of the term of such Incentive Stock Option as set forth in the Incentive Stock Option Agreement), exercise his Incentive Stock Option to the extent he was entitled to exercise it at the date of such termination. To the extent that he was not entitled to exercise the Incentive Stock Option at the date of termination, or if he does not exercise such Incentive Stock Option (which he was entitled to exercise) within the time specified herein, the Incentive Stock Option shall terminate. (c) Death of Optionee. With respect to Incentive Stock Options, in the event of the death of an Optionee: 16 (i) who is at the time of his death an Employee or Consultant of the Company and who shall have been in Continuous Status as an Employee or Consultant since the date of grant of the Incentive Stock Option, the Incentive Stock Option may be exercised, at any time within nine (9) months following the date of death (but in no event later than the date of expiration of the term of such Incentive Stock Option as set forth in the Incentive Stock Option Agreement), by the Optionee's estate or by a person who acquired the right to exercise the Incentive Stock Option by bequest or inheritance, but only to the extent of the right to exercise that would have accrued had the Optionee continued living and remained in Continuous Status as an Employee or Consultant six (6) months after the date of death, subject to the limitation set forth in Section 5(b); or (ii) which occurs within thirty (30) days (or such other period of time not exceeding three (3) months as is determined by the Board, with such determination being made at the time of grant of the Incentive Stock Option) after the termination of Continuous Status as an Employee or Consultant, the Incentive Stock Option may be exercised, at any time within nine (9) months following the date of death (but in no event later than the date of expiration of the term of such Incentive Stock Option as set forth in the Incentive Stock Option Agreement), by the Optionee's estate or by a person who acquired the right to exercise the Incentive Stock Option by bequest or inheritance, but only to the extent of the right to exercise that had accrued at the date of termination. 11. Non-Transferability of Options. The Option may not be sold, pledged, assigned, hypothecated, transferred, or disposed of in any manner other than by will or by the laws of descent or distribution and may be exercised, during the lifetime of the Optionee, only by the Optionee. 12. Adjustments Upon Changes in Capitalization or Merger. Subject to any required action by the shareholders of the Company, the number of shares of Common Stock covered by each outstanding Option, and the number of shares of Common Stock which have been authorized for issuance under the Plan but as to which no Options have yet been granted or which have been returned to the Plan upon cancellation or expiration of an Option, as well as the price per share of Common Stock covered by each such outstanding Option, shall be proportionately adjusted for any increase or decrease in the number of issued shares of Common Stock resulting from a stock split, reverse stock split, stock dividend, combination or reclassification of the Common Stock, or any other increase or decrease in the number of issued shares of Common Stock effected without receipt of consideration by the Company; provided, however, that conversion of any convertible securities of the Company shall not be deemed to have been effected without receipt of consideration. Such adjustment shall be made by the Board, whose determination in that respect shall be final, binding and conclusive. Except as expressly provided herein, no issuance by the Company of shares of stock of any class, or securities convertible into shares of stock of any class, shall affect, and no adjustment by reason thereof shall be made with respect to, the number or price of shares of Common Stock subject to an Option. In the event of the proposed dissolution or liquidation of the Company, the Option will terminate immediately prior to the consummation of such proposed action, unless otherwise provided by the Board. The Board may, in the exercise of its sole discretion in such instances, declare that any Option shall terminate as of a date fixed by the Board and give each Optionee the right to exercise his Option as to all or any part of the Optioned Stock, including Shares as to which the Option would not otherwise be exercisable. In the event of a proposed sale of all or substantially all of the assets of the Company, or the merger of the Company with or into another corporation, the Option shall be assumed or an equivalent option shall be substituted by such successor corporation or a parent or subsidiary of such successor corporation. Unless the option agreement granting an Option to an Optionee specifically provides otherwise, in the event that such successor corporation refuses to assume the Option or to substitute an equivalent option, the Board shall, in lieu of such assumption or substitution, provide for the Optionee to have the right to exercise the Option as to all of the Optioned Stock, including Shares as to which the Option would not otherwise be exercisable. The Board shall give written notice to each holder of an Option of the pendency of the sale of substantially all of the assets of the Company, a merger involving 17 the Company or the dissolution or liquidation of the Company not less than ten days prior to such transaction. If the Board makes an Option fully exercisable in lieu of assumption or substitution in the event of a merger or sale of assets, the Board shall notify the Optionee that the Option shall be fully exercisable for a period of thirty (30) days from the date of such notice, and the Option will terminate upon the expiration of such period. 13. Time of Granting Options. The date of grant of an Option shall, for all purposes, be the date on which the Board makes the determination granting such Option. Notice of the determination shall be given to each Employee or Consultant to whom an Option is so granted within a reasonable time after the date of such grant. 14. Amendment and Termination of the Plan. (a) Amendment and Termination. The Board may amend or terminate the Plan from time to time in such respects as the Board may deem advisable; provided that, the following revisions or amendments shall require approval of the shareholders of the Company in the manner described in Section 18 of the Plan: (i) any increase in the number of Shares subject to the Plan, other than in connection with an adjustment under Section 12 of the Plan; (ii) any change in the designation of the class of persons eligible to be granted Options; or (iii) if the Company has a class of equity securities registered under Section 12 of the Exchange Act at the time of such revision or amendment, any material increase in the benefit accruing to participants under the Plan. (b) Shareholder Approval. If any amendment requiring shareholder approval under Section 14(a) of the Plan is made subsequent to the first registration of any class of equity securities by the Company under Section 12 of the Exchange Act, such shareholder approval shall be solicited as described in Section 18 of the Plan. (c) Effect of Amendment or Termination. Any such amendment or termination of the Plan shall not affect Options already granted and such Options shall remain in full force and effect as if this Plan had not been amended or terminated, unless mutually agreed otherwise between the Optionee and the Board, which agreement must be in writing and signed by the Optionee and the Company. 15. Conditions Upon Issuance of Shares. Shares shall not be issued pursuant to the exercise of an Option unless the exercise of such Option and the issuance and delivery of such Shares pursuant thereto shall comply with all relevant provisions of law, including, without limitation the Securities Act of 1933, as amended, the Exchange Act, the rules and regulations promulgated thereunder, and the requirements of any stock exchange upon which the Shares may then be listed, and shall be further subject to the approval of counsel for the Company with respect to such compliance. As, a condition to the exercise of an Option, the Company may require the person exercising such Option to represent and warrant at the time of any such exercise that the Shares are being purchased only for investment and without any present intention to sell or distribute such Shares if, in the opinion of counsel for the Company, such a representation is required by any of the aforementioned relevant provisions of law. 16. Reservation of Shares. The Company, during the term of this Plan, will at all times reserve and keep available such number of Shares as shall be sufficient to satisfy the requirements of the Plan. 18 The inability of the Company to obtain authority from any regulatory body having jurisdiction, which authority is deemed by the Company's counsel to be necessary to the lawful issuance and sale of any Shares hereunder, shall relieve the Company of any liability in respect of the failure to issue or sell such Shares as to which such requisite authority shall not have been obtained. 17. Option Agreement. Options shall be evidenced by written option agreements in such form as the Board shall approve. 18. Shareholder Approval. (a) Continuance of the Plan shall be subject to approval by the shareholders of the Company within twelve (12) months before or after the date the Plan is adopted. If such shareholder approval is obtained at a duly held shareholders' meeting, it must be obtained by the affirmative vote of the holders of a majority of the outstanding shares of the Company, or if such shareholder approval is obtained by written consent, it must be obtained by the unanimous written consent of all shareholders of the Company; provided, however, that approval at a meeting or by written consent may be obtained by a lesser degree of shareholder approval if the Board determines, in its discretion after consultation with the Company's legal counsel, that such a lesser degree of shareholder approval will comply with all applicable laws and will not adversely affect the qualification of the Plan under Section 422A of the Code. (b) If and in the event that the Company registers any class of equity securities pursuant to Section 12 of the Exchange Act, any required approval of the shareholders of the Company obtained after such registration shall be solicited substantially in accordance with Section 14(a) of the Exchange Act and the rules and regulations promulgated thereunder. (c) If any required approval by the shareholders of the Plan itself or of any amendment thereto is solicited at any time otherwise than in the manner described in Section 18(b) hereof, then the Company shall, at or prior to the first annual meeting of shareholders held subsequent to the later of (1) the first registration of any class of equity securities of the Company under Section 12 of the Exchange Act or (2) the granting of an Option hereunder to an officer or director after such registration, do the following: (i) furnish in writing, to the holders entitled to vote for the Plan substantially the same information which would be required (if proxies to be voted with respect to approval or disapproval of the Plan or amendment were then being solicited) by the rules and regulations in effect under Section 14(a) of the Exchange Act at the time such information is furnished; and (ii) file with, or mail for filing to, the Securities and Exchange Commission four copies of the written information referred to in subsection (i) hereof not later than the date on which such information is first sent or given to shareholders. 19. Gender Reference. The words "he", "him" or "his" shall be deemed to include the feminine and neuter gender of such words. Adopted by the Board of Directors of Airport Systems International, Inc. on May 15, 1998, and approved by the stockholders on September 15, 1998. Thomas C. Cargin, Secretary -----END PRIVACY-ENHANCED MESSAGE-----