CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to
the incorporation by reference in this Registration Statement on Form S-8 of our
report dated April 23, 1998 included in Haemonetics Corporation's Form 10-K for
the year ended March 28, 1998 and to all references to our Firm included in this
Registration Statement.
ARTHUR ANDERSEN LLP
/s/Arthur Andersen LLP
Boston, Massachusetts,
August 7, 1998
320904-1
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HAEMONETICS CORPORATION
1998 Employee Stock Purchase Plan
1. Purpose
It is the purpose of this 1998 Employee Stock Purchase Plan to provide a
means whereby eligible employees may purchase Common Stock of Haemonetics
Corporation (the "Company") through payroll deductions. It is intended to
provide a further incentive for employees to promote the best interests of the
Company and to encourage stock ownership by employees in order that they may
participate in the Company's economic growth.
It is the intention of the Company that the Plan qualify as an
"employee stock purchase plan" within the meaning of Section 423 of the
Internal Revenue Code and the provisions of this Plan shall be construed in a
manner consistent with the Code.
2. Definitions
The following words or terms, when used herein, shall have the
following respective meanings:
(a) "Plan" shall mean the 1998 Employee Stock Purchase Plan.
(b) "Company" shall mean Haemonetics Corporation, a Massachusetts
corporation.
(c) "Account" means the Employee Stock Purchase Account established
for a Participant under Section 7 hereunder.
(d) "Basic Compensation" shall mean the regular rate of salary or
wages in effect immediately prior to a Purchase Period,
including sales commissions, before any deductions or
withholdings, but shall exclude overtime, bonuses and amounts
paid in reimbursement for expenses.
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(e) "Board of Directors" shall mean the Board of Directors of
Haemonetics Corporation.
(f) "Code" shall mean the Internal Revenue Code of 1986, as amended.
(g) "Committee" shall mean the Stock Purchase Plan Committee
appointed and acting in accordance with the terms of the Plan.
(h) "Common Stock" shall mean shares of the Company's common stock
with a par value of $.01 per share.
(i) "Effective Date" shall mean May 1, 1998.
(j) "Eligible Employees" shall mean all persons employed by the
Company or one of its subsidiaries as defined in Section 424
of the Code, but excluding:
(1) Persons who have been employed by the Company or its
subsidiaries for less than six months on the first day
of the Purchase Period with the
exception of persons previously eligible;
(2) Persons whose customary employment is less than twenty
hours per week or five months or less per year; and
(3) Persons who are deemed for purposes of Section
423(b)(3) of the Code to own stock possessing 5% or
more of the total combined voting power or value of all
classes of stock of the Company, its parent or a
subsidiary.
For purposes of the Plan, employment will be treated as continuing
intact while a Participant is on military leave, sick leave, or other bona fide
leave of absence, for up to 90 days or so long as the Participant's right to
re-employment is guaranteed either by statute or by contract, if longer than 90
days.
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(k) "Exercise Date" shall mean the last day of a Purchase Period;
provided, however, that if such date is not a business day,
"Exercise Date" shall mean the immediately preceding business
day.
(1) "Participant" shall mean an Eligible Employee who elects to
participate in the Plan under Section 6 hereunder.
(m) Except as provided below, there shall be two "Purchase Periods"
in each full calendar year during which the Plan is in effect,
one commencing on November 1st of each calendar year and
continuing through April 30 of such calendar year, and the
second commencing on May 1st of each calendar year and
continuing through October 31st of such calendar year. The first
Purchase Period after adoption of the Plan shall commence on
November 1, 1998. The last Purchase Period shall commence on May
1, 2008 and end on October 31, 2008.
(n) "Purchase Price" shall mean the lower of (i) 85% of the fair
market value of a share of Common Stock for the first business
day of the relevant Purchase Period, or (ii) 85% of such value
on the relevant Exercise Date. If the shares of Common Stock
are listed on any national securities exchange, or traded on
the National Association of Securities Dealers Automated
Quotation System ("NASDAQ") National Market System, the fair
market value per share of Common Stock on a particular day
shall be the closing price, if any, on the largest such
exchange, or if not traded on an exchange, the NASDAQ National
Market System, on such day, and, if there are no sales of the
shares of Common Stock on such particular day, the fair market
value of a share of Common Stock shall be determined by taking
a weighted average of the means between the highest and lowest
sales on the nearest date before and the
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nearest date after the particular day in accordance with
Treasury Regulations Section 25.2512-2. If the shares of Common
Stock are not then listed on any such exchange or the NASDAQ
National Market System, the fair market value per share of
Common Stock on a particular day shall be the mean between the
closing "Bid" and the closing "Asked" prices, if any, as
reported in the National Daily Quotation Service for such day.
If the fair market value cannot be determined under the
preceding sentences, it shall be determined in good faith by the
Board of Directors.
3. Grant of Option to Purchase Shares.
Each Eligible Employee shall be granted an option effective on the first
day of each Purchase Period to purchase shares of Common Stock. The term of the
option shall be the length of the Purchase Period. The number of shares subject
to each option shall be the quotient of the aggregate payroll deductions in the
Purchase Period authorized by each Participant in accordance with Section 6
divided by the Purchase Price, but in no event greater than 800 shares per
option. Notwithstanding the foregoing, (i) no employee shall be granted an
option which permits his right to purchase shares under the Plan and under all
other Code Section 423(b) employee stock purchase plans of the Company or any
parent or subsidiary corporation to accrue at a rate which exceeds in any one
calendar year $25,000 of the fair market value of the Common Stock as of the
date the option to purchase is granted. 4. Shares.
There shall be 375,000 shares of Common Stock reserved for issuance to
and purchase by Participants under the Plan, subject to adjustment as herein
provided. The shares of Common Stock subject to the Plan shall be either shares
of authorized but unissued Common Stock or shares of Common Stock reacquired by
the Company and held as treasury shares. Shares of
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Common Stock not purchased under an option terminated pursuant to the provisions
of the Plan may again be subject to options granted under the Plan.
The aggregate number of shares of Common Stock which may be purchased
pursuant to options granted hereunder, the number of shares of Common Stock
covered by each outstanding option, the maximum number of shares that may be
granted in any Purchase Period and the purchase price for each such option shall
be appropriately adjusted for any increase or decrease in the number of
outstanding shares of Common Stock resulting from a stock split or other
subdivision or consolidation of shares of Common Stock or for other capital
adjustments or payments of stock dividends or distributions or other increases
or decreases in the outstanding shares of Common Stock effected without receipt
of consideration by the Company.
5. Administration.
The Plan shall be administered by the Board of Directors or a Stock
Purchase Plan Committee appointed from time to time by the Board of Directors.
All members of the Committee shall serve at the discretion of the Board. The
Board of Directors or the Committee, if one has been appointed, is vested with
full authority to make, administer and interpret such equitable rules and
regulations regarding the Plan as it may deem advisable. The Board of
Directors', or the Committee's, if one has been appointed, determinations as to
the interpretation and operation of the Plan shall be final and conclusive. No
member of the Board of Directors or the Committee shall be liable for any action
or determination made in good faith with respect to the Plan or any option
granted under the Plan. 6. Election to Participate.
An Eligible Employee may elect to become a Participant in the Plan for a
Purchase Period by completing a "Stock Purchase Agreement" form prior to the
first day of the Purchase Period
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for which the election is made. Such Stock Purchase Agreement shall be in such
form as shall be determined by the Board of Directors or the Committee. The
election to participate shall be effective for the Purchase Period for which it
is made. There is no limit on the number of Purchase Periods for which an
Eligible Employee may elect to become a Participant in the Plan. In the Stock
Purchase Agreement, the Eligible Employee shall authorize regular payroll
deductions of any full percentage of his Basic Compensation, but in no event
less than two percent nor more than eight percent (8%) of his Basic
Compensation. An Eligible Employee may not change his authorization except as
otherwise provided in Section 9. Options granted to Eligible Employees who have
failed to execute a Stock Purchase Agreement within the time periods prescribed
by the Plan will automatically lapse. 7. Employee Stock Purchase Account.
An Employee Stock Purchase Account will be established for each
Participant in the Plan for bookkeeping purposes, and payroll deductions made
under Section 6 will be credited to such Accounts. However, prior to the
purchase of shares in accordance with Section 8 or withdrawal from or
termination of the Plan in accordance with the provisions hereof, the Company
may use for any valid corporate purpose all amounts deducted from a
Participant's wages under the Plan and credited for bookkeeping purposes to his
Account.
The Company shall be under no obligation to pay interest on funds
credited to a Participant's Account, whether upon purchase of shares in
accordance with Section 8 or upon distribution in the event of withdrawal from
or termination of the Plan as herein provided.
8. Purchase of Shares.
Each Eligible Employee who is a Participant in the Plan automatically
and without any act on his part will be deemed to have exercised his option on
each Exercise Date to the extent that
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the balance then in his Account under the Plan is sufficient to purchase at the
Purchase Price whole shares of the Common Stock subject to his option. Any
balance remaining in the Participant's Account shall be carried forward and
credited for use in the next Purchase Period. If the Employee chooses not to
participate in the next Purchase Period, any balance will be refunded to him in
cash. Notwithstanding the foregoing, any balance remaining in a Participant's
Account at the end of a Purchase Period as a result of aggregate payroll
deductions having exceeded the limitations set forth in Section 3 shall be
refunded to the Participant in cash without interest. 9. Withdrawal.
A Participant who has elected to authorize payroll deductions for the
purchase of shares of Common Stock may cancel his election by written notice of
cancellation delivered to the office or person designated by the Company to
receive Stock Purchase Agreements ("Cancellation"), but any such notice of
Cancellation must be so delivered not later than ten (10) days before the
relevant Exercise Date.
A Participant will receive in cash, as soon as practicable after
delivery of the notice of Cancellation, the amount credited to his Account. Any
Participant who so withdraws from the Plan may again become a Participant at the
start of the next Purchase Period in accordance with Section 6.
Upon dissolution or liquidation of the Company or a merger or
consolidation in which the Company is not the surviving entity every option
outstanding hereunder shall terminate, in which event each Participant shall be
refunded the amount of cash then in his Account.
10. Issuance of Stock Certificates.
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The shares of Common Stock purchased by a Participant shall, for all
purposes, be deemed to have been issued and sold at the close of business on the
Exercise Date. Prior to that date none of the rights or privileges of a
stockholder of the Company, including the right to vote or receive dividends,
shall exist with respect to such shares.
Within a reasonable time after the Exercise Date, the Company shall
issue and deliver a certificate for the number of shares of Common Stock
purchased by a Participant for the Purchase Period, which certificate shall be
registered either in the Participant's name, jointly in the names of the
Participant and his spouse, or in the name of the Participant or his spouse as
guardian for their children, as the Participant shall designate in his Stock
Purchase Agreement. Such designation may be changed at any time by filing notice
thereof with the party designated by the Company to receive such notices. 11.
Termination of Employment.
(a) Upon a Participant's termination of employment for any reason,
other than death, no payroll deduction may be made from any
compensation due him and the entire balance credited to his
Account shall be automatically refunded.
(b) Upon the death of a Participant, no payroll deduction shall be
made from any compensation due him at time of death, and the
entire balance in the deceased Participant's Account shall be
paid in cash to the Participant's designated beneficiary, if
any, under a group insurance plan of the Company covering such
employee, or otherwise to his estate.
12. Rights Not Transferable.
The right to purchase shares of Common Stock under this Plan is
exercisable only by the Participant during his lifetime and is not transferable
by him. If a Participant attempts to transfer
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his right to purchase shares under the Plan, he shall be deemed to have
requested withdrawal from the Plan and the provisions of Section 9 hereof shall
apply with respect to such Participant.
13. No Guarantee of Continued Employment.
Granting of an option under this Plan shall imply no right of continued
employment with the Company for any Eligible Employee.
14. Notice.
Any notice which an Eligible Employee or Participant files pursuant to
this Plan shall be in writing and shall be delivered personally or by mail
addressed to Haemonetics Corporation, 400 Wood Road, Braintree, Massachusetts
02184 Attn: Alicia R. Lopez, General Counsel. Any notice to a Participant or an
Eligible Employee shall be conspicuously posted in the Company's principal
office or shall be mailed addressed to the Participant or Eligible Employee at
the address designated in the Stock Purchase Agreement or in a subsequent
writing.
15. Application of Funds.
All funds deducted from a Participant's wages in payment for shares
purchased or to be purchased under this Plan may be used for any valid corporate
purpose provided that the Participant's Account shall be credited with the
amount of all payroll deductions as provided in Section 7. 16. Government
Approvals or Consents.
This Plan and any offering and sales to Eligible Employees under it are
subject to any governmental approvals or consents that may be or become
applicable in connection therewith. Subject to the provisions of Section 17, the
Board of Directors of the Company may make such changes in the Plan and include
such terms in any offering under this Plan as may be necessary
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or desirable, in the opinion of counsel, to comply with the rules or regulations
of any governmental authority, or to be eligible for tax benefits under the Code
or the laws of any state.
17. Amendment of the Plan.
The Board of Directors may, without the consent of the Participants,
amend the Plan at any time, provided that no such action shall adversely affect
options theretofore granted hereunder, and provided that no such action by the
Board of Directors without approval of the Company's stockholders may: (a)
increase the total number of shares of Common Stock which may be purchased by
all Participants; or (b) change the class of employees eligible to receive
options under the Plan.
For purposes of this Section 17, termination of the Plan by the Board of
Directors pursuant to Section 18 shall not be deemed to be an action which
adversely affects options theretofore granted hereunder.
18. Term of the Plan.
The Plan shall become effective on the Effective Date, provided that it
is approved within twelve months after adoption by the Board of Directors at a
duly-held stockholder's meeting by stockholders of the Company holding a
majority of the Company's voting stock. The Plan shall continue in effect
through October 31, 2008, provided, however, that the Board of Directors shall
have the right to terminate the Plan at any time. In the event of the expiration
of the Plan or its termination, all options then outstanding under the Plan
shall automatically be cancelled and the entire amount credited to the Account
of each Participant hereunder shall be refunded to each such Participant.
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19. Withholding of Additional Income Taxes.
By electing to participate in the Plan, each Participant acknowledges
that the Company is required to withhold taxes with respect to the amounts
deducted from the Participant's compensation and accumulated for the benefit of
the Participant under the Plan and each Participant agrees that the Company may
deduct additional amounts from the Participant's compensation, when amounts are
added to the Participant's account, used to purchase Common Stock or refunded,
in order to satisfy such withholding obligations. Each Participant further
acknowledges that when Common Stock is purchased under the Plan, the Company may
be required to withhold taxes with respect to all or a portion of the difference
between the fair market value of the Common Stock purchased and its purchase
price, and each Participant agrees that such taxes may be withheld from
compensation otherwise payable to such Participant. It is intended that tax
withholding will be accomplished in such a manner that the full amount of
payroll deductions elected by the Participant under Section 6 will be used to
purchase Common Stock. However, if amounts sufficient to satisfy applicable tax
withholding obligations have not been withheld from compensation otherwise
payable to any Participant, then, notwithstanding any other provision of the
Plan, the Company may withhold such taxes from the Participant's accumulated
payroll deductions and apply the net amount to the purchase of Common Stock,
unless the Participant pays to the Company, prior to the exercise date, an
amount sufficient to satisfy such withholding obligations. Each Participant
further acknowledges that the Company may be required to withhold taxes in
connection with the disposition of stock acquired under the Plan and agrees that
the Company may take whatever action it considers appropriate to satisfy such
withholding requirements, including deducting from compensation otherwise
payable to such Participant an amount sufficient to satisfy such withholding
requirements or conditioning
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any disposition of Common Stock by the Participant upon the payment to the
Company of an amount sufficient to satisfy such withholding requirements.
20. General.
Whenever the context of this Plan permits, the masculine gender shall
include the feminine and neuter genders.
295742-1
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August 11, 1998
Haemonetics Corporation
400 Wood Road
Braintree, MA 02184
Ladies and Gentlemen:
We are counsel to Haemonetics Corporation, a Massachusetts Corporation
(the "Company"), and as such counsel we are familiar with the corporate
proceedings taken in connection with the adoption of the Company's 1998 Employee
Stock Purchase Plan (the "Plan"). We are also familiar with the Registration
Statement on Form S-8 to which a copy of this opinion will be attached as an
exhibit.
As such counsel, we have examined the corporate records of the Company
including its Restated Articles of Organization, as amended, By-laws, Minutes of
Meetings of its Board of Directors and Stockholders and such other documents as
we have deemed necessary as a basis for the opinions herein expressed.
Based upon the foregoing, and having regarding for such legal
considerations as we deem relevant, we are of the opinion that:
1. The Company is validly existing as a corporation and in good
corporate standing under the laws of the Commonwealth of Massachusetts.
2. The Company has duly authorized the issuance of 80,000,000
shares of common stock, $.01 par value per share ("Common Stock").
3. The shares of Common Stock issuable pursuant to the Plan have been
duly authorized, and when issued in accordance with the terms of the Plan, such
shares will be validly issued, fully paid and nonassessable shares of capital
stock of the Company to which no personal liability will attach.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement on Form S-8 and to reference to us under the caption
"Interest of Named Experts and Counsel" in the Registration Statement.
Very truly yours,
/s/Hutchins, Wheeler & Dittmar
Hutchins, Wheeler & Dittmar
A Professional Corporation
MEO:smt:335354-1
