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<P align=center><FONT size=-1>As filed with the Securities and Exchange
Commission on May 8, 2001</FONT></P>
<P align=right><FONT size=-1><STRONG>Registration Statement No.
333-</STRONG></FONT></P>
<P align=center><FONT size=-1><STRONG>
<HR>

<P align=center>SECURITIES AND EXCHANGE COMMISSION</STRONG></FONT></P>
<P align=center><FONT size=-1><STRONG>WASHINGTON, DC
20549</STRONG></FONT></P><BR WP="BR1"><BR WP="BR2">
<P align=center><FONT size=+1><STRONG>FORM S-8</STRONG></FONT></P>
<P align=center><STRONG>REGISTRATION STATEMENT </STRONG></P>
<P align=center><STRONG>UNDER THE</STRONG></P>
<P align=center><STRONG>SECURITIES ACT OF 1933</STRONG></P><BR WP="BR1"><BR
WP="BR2">
<P align=center><FONT size=-1><STRONG>NEXIQ TECHNOLOGIES,
INC.</STRONG></FONT></P>
<P align=center><FONT size=-1><STRONG>(formerly WPI GROUP,
INC.)</STRONG></FONT></P>
<P align=center><FONT size=-1><EM>(Exact Name of Registrant as it appears in Its
Charter</EM>)</FONT>
<CENTER>
<TABLE align=center width="100%">
  <TR vAlign=top>
    <TD><FONT size=-1><STRONG>New Hampshire</STRONG></FONT></TD>
    <TD><FONT size=-1><STRONG>02-0218767</STRONG></FONT></TD></TR>
  <TR vAlign=top>
    <TD></TD>
    <TD></TD></TR>
  <TR vAlign=top>
    <TD><FONT size=-1></FONT></TD>
    <TD><FONT size=-1></FONT></TD></TR>
  <TR vAlign=top>
    <TD><FONT size=-1><EM>State or Other Jurisdiction of Incorporation or
      Organization</EM></FONT></TD>
    <TD><FONT size=-1><EM>IRS Employer Identification
  No.</EM></FONT></TD></TR></TABLE></CENTER>
<P></P><BR WP="BR1"><BR WP="BR2">
<P align=center><FONT size=-1>1155 Elm Street, Manchester, NH 03101</FONT></P>
<P align=center><FONT size=-1>603-627-3500</FONT></P>
<P align=center><FONT size=-1>(<EM>Address, including zip code, and telephone
number, including area code, of Registrant's principal executive
offices)</EM></FONT></P><BR WP="BR1"><BR WP="BR2">
<P align=center><FONT size=-1><STRONG>NEXIQ Technologies, Inc. 2001 Nonstatutory
Stock Incentive Plan</STRONG></FONT></P>
<P align=center><FONT size=-1>(<EM>Full Title of the Plan)</EM></FONT></P>
<P align=center><FONT
size=-1>_______________________________________________</FONT></P>
<P align=center><FONT size=-1><STRONG>John R. Allard</STRONG></FONT></P>
<P align=center><FONT size=-1><STRONG>Chairman and Chief Executive
Officer</STRONG></FONT></P>
<P align=center><FONT size=-1><STRONG>NEXIQ Technologies,
Inc.</STRONG></FONT></P>
<P align=center><FONT size=-1><STRONG>1155 Elm Street</STRONG></FONT></P>
<P align=center><FONT size=-1><STRONG>Manchester, New Hampshire
03101</STRONG></FONT></P>
<P align=center><FONT size=-1><STRONG>(603) 627-3500</STRONG></FONT></P>
<P align=center><FONT size=-1><EM>(Name, address, including zip code and
telephone number, including area code, of agent for service)</EM></FONT></P>
<P align=center><FONT size=-1><EM>With copies to:</EM></FONT></P>
<P align=center><FONT size=-1><STRONG>William V.A. Zorn,
Esq.</STRONG></FONT></P>
<P align=center><FONT size=-1><STRONG>McLane, Graf, Raulerson &amp; Middleton,
Professional Association</STRONG></FONT></P>
<P align=center><FONT size=-1><STRONG>900 Elm Street, PO Box
326</STRONG></FONT></P>
<P align=center><FONT size=-1><STRONG>Manchester, NH
03105-0326</STRONG></FONT></P>
<P align=center><FONT size=-1><STRONG>(603) 628-1340</STRONG></FONT></P>
<P align=center><FONT
size=-1><STRONG>_________________________________________</STRONG></FONT></P><BR
WP="BR1"><BR WP="BR2"><BR WP="BR1"><BR WP="BR2">
<P align=center><FONT size=-1><STRONG>CALCULATION OF REGISTRATION
FEE</STRONG></FONT>
<CENTER>
<TABLE align=center border=1 width=761>
   <TR vAlign=top>
    <TD width=135><FONT size=-2><STRONG>Title Of Securities Being
      Registered</STRONG></FONT></TD>
    <TD width=144><FONT size=-2><STRONG>Amount To Be
    Registered</STRONG></FONT></TD>
    <TD width=178><FONT size=-2><STRONG>Proposed Maximum Offering Price Per
      Unit</STRONG></FONT></TD>
    <TD width=152><FONT size=-2><STRONG>Proposed Maximum Aggregate Offering
      Price</STRONG></FONT></TD>
    <TD width=152><FONT size=-2><STRONG>Amount Of Registration
      Fee</STRONG></FONT></TD></TR>
  <TR vAlign=top>
    <TD><FONT size=-2>Common Stock, $.01 par value</FONT></TD>
    <TD><FONT size=-2>1,500,000</FONT></TD>
    <TD><FONT size=-2>$1.815 (1)</FONT></TD>
    <TD><FONT size=-2>$2,722,500 (1)</FONT></TD>
    <TD><FONT size=-2>$680.63</FONT></TD></TR>
  <TR vAlign=top>
    <TD></TD>
    <TD></TD>
    <TD></TD>
    <TD></TD>
    <TD></TD></TR></TABLE></CENTER>
<P><FONT face="Times New Roman" size=-2>(1) This estimate is based on the
average of the high and low sales prices in last sale reported over-the-counter
trading of the common stock of NEXIQ Technologies, Inc. on May 1, 2001, pursuant
to Rule 457(c) and (h) under the Securities Act of 1933, as amended, and is made
solely for the purposes of determining the registration fee.</FONT></P>
<P><FONT face="Times New Roman" size=-1>
<HR>

<P align=center></FONT><FONT face="Times New Roman" size=-1><STRONG>PART
II</STRONG></FONT></P><BR WP="BR1"><BR WP="BR2">
<P align=center><FONT face="Times New Roman" size=-1><STRONG>INFORMATION
REQUIRED IN THE REGISTRATION STATEMENT</STRONG></FONT></P><BR WP="BR1"><BR
WP="BR2"><BR WP="BR1"><BR WP="BR2">
<P><FONT face="Times New Roman" size=-1>Item 3. <U>Incorporation of Certain
Documents by Reference</U>.</FONT></P>
<P><FONT face="Times New Roman" size=-1>NEXIQ Technologies, Inc. (the
"Company"), hereby incorporates by reference the following documents which have
been previously filed with the Securities and Exchange Commission (the "Commission"):</FONT></P>
<P><FONT face="Times New Roman" size=-1>(a) Annual Report on Form 10-K for the
fiscal year ended September 24, 2001;</FONT></P>
<P><FONT face="Times New Roman" size=-1>(b) Quarterly Reports on Form 10-Q for
the fiscal quarters ended December 24, 2000 and March 25, 2001;</FONT></P>
<P><FONT face="Times New Roman" size=-1>(c) Current Report on Form 8-K dated
November 28, 2001;</FONT></P>
<P><FONT face="Times New Roman" size=-1>(d) The description of the Common Stock
contained in the Company's Registration Statement filed pursuant to Section 12
of the Exchange Act and any amendments or reports filed for the purpose of
updating such description.</FONT></P>
<P><FONT face="Times New Roman" size=-1>In addition, all documents subsequently
filed with the Commission by the Company pursuant to Sections 13(a), 13(c), 14
and 15(d) of 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 securities then remaining unsold, shall be deemed to be
incorporated by reference in this Registration Statement and to be a part hereof
from the date of filing of such documents. Any statement contained in a document
incorporated or deemed to be incorporated by reference herein shall be deemed to
be modified or superseded for purposes hereof to the extent that a statement
contained herein or in any other subsequently filed document which also is
incorporated or 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.</FONT></P>
<P><FONT face="Times New Roman" size=-1>Item 4. <U>Description of
Securities</U>.</FONT></P>
<P><FONT face="Times New Roman" size=-1>Not Applicable.</FONT></P>
<P><FONT face="Times New Roman" size=-1>Item 5. <U>Interests of Named Experts
and Counsel</U>.</FONT></P>
<P><FONT face="Times New Roman" size=-1>Not Applicable.</FONT></P>
<P><FONT face="Times New Roman" size=-1>Item 6. <U>Indemnification of Directors
and Officers</U>.</FONT></P>
<P><FONT face="Times New Roman" size=-1>New Hampshire Revised Statutes Annotated
("RSA") 293-A, Sections 8.50 through 8.58, empower a corporation, subject to
certain limitations, to indemnify its directors and officers against expenses
(including attorneys' fees, judgments, fines and amounts paid in settlement)
actually and reasonably incurred by them in connection with any civil or
criminal suit or proceeding (other than a derivative action) to which they arc
parties or threatened to be made parties by reason of being directors or
officers, if they acted in good faith and in a manner reasonably believed to be
in or not opposed to the best interests of the corporation (and with respect to
any criminal action or proceeding, had no reasonable cause to believe their
conduct was unlawful). The power to indemnify in connection with an action or
suit by or in the right of the corporation (a derivative action) is more
limited. Indemnification against expenses actually and reasonably incurred is
required if a director or officer is wholly successful in defense of an action,
suit or proceeding of the type where indemnity is permitted by the statute.
Unless ordered by a court, indemnification under the statute, other than
mandatory indemnification against expenses, may be made only if a determination
that indemnification is proper has been made by a prescribed vote of the board
of directors, special legal counsel in certain cases, by the shareholders or by
the prescribed vote of a committee duly designated by the board of directors, in
certain cases. Indemnification provided for by RSA 293A:8.50-8.58 is not
exclusive and a corporation is empowered to maintain insurance on behalf of its
directors and officers against any liability asserted against them in that
capacity, whether or not the corporation would have the power under that section
to indemnify them.</FONT></P><BR WP="BR1"><BR WP="BR2">
<P><FONT face="Times New Roman" size=-1>
<HR>
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 or any existing arrangement or otherwise,
the Registrant has been advised that, in the opinion of the Securities and
Exchange Commission, such indemnification is against public policy and is,
therefore, unenforceable.</FONT>
<P></P>
<P><FONT face="Times New Roman" size=-1>The by-laws of the Company provide that
it shall indemnify any director or officer to the fullest extent allowed by law.
The Company currently maintains insurance on behalf of its directors and
officers against liability asserted against them in that capacity.</FONT></P>
<P><FONT face="Times New Roman" size=-1>Item 7. <U>Exemption from Registration
Claimed</U>.</FONT></P>
<P><FONT face="Times New Roman" size=-1>Not Applicable.</FONT></P>
<P><FONT face="Times New Roman" size=-1>Item 8. <U>Exhibits</U>.</FONT></P>
<P><FONT face="Times New Roman" size=-1>(a) The following is a complete list of
exhibits filed or incorporated by reference as part of this Registration
Statement.</FONT></P>
<P><FONT face="Times New Roman" size=-1><U>Exhibit</U></FONT></P>
<P><FONT face="Times New Roman" size=-1>4.1 NEXIQ Technologies, Inc. Amended and
Retated Articles of Incorporation are incorporated by reference to Exhibit 3.1
to the Registrant's Report on Form 10-KSB for the year ended September 29,
1996.</FONT></P>
<P><FONT face="Times New Roman" size=-1>4.2 NEXIQ Technologies, Inc. Bylaws are
incorporated by reference to Exhibit 3.2 of the Registrant's Registration
Statement on Form S-4 filed with the Commission on February 22, 1994,
Registration No. 33-75656</FONT></P>
<P><FONT face="Times New Roman" size=-1>5.1 Opinion of McLane, Graf, Raulerson
&amp; Middleton, Professional Association as to the legality of the securities
being registered.</FONT></P>
<P><FONT face="Times New Roman" size=-1>23.1 Consent of Arthur Anderson,
LLP.</FONT></P>
<P><FONT face="Times New Roman" size=-1>23.2 Consent of Counsel, McLane, Graf,
Raulerson &amp; Middleton, Professional Association (included in Exhibit 5.1
hereto).</FONT></P>
<P><FONT face="Times New Roman" size=-1>24.1 Power of Attorney (included on the
signature page hereto).</FONT></P><BR WP="BR1"><BR WP="BR2">
<P><FONT face="Times New Roman" size=-1>
<HR>
99.1 NEXIQ Technologies, Inc. 2001 Nonstatutory Stock Incentive Plan.
<P></FONT></P>
<P><FONT face="Times New Roman" size=-1>Item 9. <U>Undertakings</U>.</FONT></P>
<P><FONT face="Times New Roman" size=-1>(a) The undersigned Registrant hereby
undertakes:</FONT></P>
<P><FONT face="Times New Roman" size=-1>(1) To file, during any period in which
offers or sales are being made, a post-effective amendment to this Registration
Statement:</FONT></P>
<P><FONT face="Times New Roman" size=-1>(i) To include any prospectus required
by Section 10(a)(3) of the Securities Act of 1933;</FONT></P>
<P><FONT face="Times New Roman" size=-1>(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 Commission pursuant to Rule
424(b) if, in the aggregate, the changes in volume and price represent no more
than 20 percent change in the maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in the effective registration statement;
and</FONT></P>
<P><FONT face="Times New Roman" size=-1>(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.</FONT></P>
<P><FONT face="Times New Roman" size=-1>PROVIDED, HOWEVER, that paragraphs
(a)(1)(i) and (a)(1)(ii) herein 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 Exchange Act that are
incorporated by reference in the Registration Statement.</FONT></P>
<P><FONT face="Times New Roman" size=-1>(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; and</FONT></P>
<P><FONT face="Times New Roman" size=-1>(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.</FONT></P>
<P><FONT face="Times New Roman" size=-1>(b) The undersigned Registrant 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 15(d) of the 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.</FONT></P>
<P><FONT face="Times New Roman" size=-1>
<HR>
(c) 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 Securities Act of
1933, 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 Securities Act of 1933 and will be
governed by the final adjudication of such issue.</FONT>
<P></P>
<P align=center><FONT face="Times New Roman" size=-1>
<HR>

<P align=center></FONT><FONT face="Times New Roman"
size=-1><STRONG>SIGNATURES</STRONG></FONT></P><BR WP="BR1"><BR WP="BR2">
<P><FONT face="Times New Roman" size=-1>Pursuant to the requirements of the
Securities Act of 1933, NEXIQ Technologies, Inc. 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 Manchester,
New Hampshire, on this 7th day of May 2001. </FONT></P><BR WP="BR1"><BR
WP="BR2">
<P><FONT face="Times New Roman" size=-1>NEXIQ Technologies, Inc.</FONT></P>
<P><FONT face="Times New Roman" size=-1>By:<U>/s/ John R. Allard </U></FONT></P>
<P><FONT face="Times New Roman" size=-1>John R. Allard</FONT></P>
<P><FONT face="Times New Roman" size=-1>Chairman and Chief Executive
Officer</FONT></P><BR WP="BR1"><BR WP="BR2"><BR WP="BR1"><BR WP="BR2">
<P align=center><FONT face="Times New Roman" size=-1><STRONG>POWER OF
ATTORNEY</STRONG></FONT></P>
<P><FONT face="Times New Roman" size=-1>KNOW ALL BY THESE PRESENTS, that each
individual whose signature appears below hereby severally constitutes and
appoints John R. Allard, such person's true and lawful attorney-in-fact and
agent, with full power of substitution and resubstitution, for such person and
in such person's name, place and stead, in any and all capacities, to sign this
Registration Statement and any and all amendments (including post-effective
amendments) to this Registration Statement, and to file the same, with all
exhibits thereto, and all documents in connection therewith, with the Securities
and Exchange Commission, granting unto each said attorney-in-fact and agent full
power and authority to do and perform each and every act and thing requisite and
necessary to be done in and about the premises, as fully to all intents and
purposes as such person might or could do in person, hereby ratifying and
confirming all that said attorney-in-fact and agent or any substitute or
substitutes of any of them may lawfully do or cause to be done by virtue hereof.
</FONT></P>
<P><FONT face="Times New Roman" size=-1><STRONG>Pursuant to the requirements of
the Securities and Exchange Act of 1933, this Registration Statement has been
signed by the following persons in the capacities and on the dates
indicated.</STRONG></FONT></P>
<TABLE width="100%">
   <TR vAlign=top>
    <TD><FONT size=-1><U>Signature </FONT></U></TD>
    <TD><FONT size=-1><U>Capacity</U></FONT></TD>
    <TD><FONT size=-1><U>Date</FONT></U></TD></TR>
  <TR vAlign=top>
    <TD><FONT size=-1><U>/s/ John R. Allard</U></FONT></TD>
    <TD><FONT size=-1>Chairman and Chief Executive Officer</FONT></TD>
    <TD><FONT size=-1>May 7,2001</FONT></TD></TR>
  <TR vAlign=top>
    <TD><FONT size=-1>John R. Allard</FONT></TD>
    <TD><FONT size=-1>(Principal Executive Officer)</FONT></TD>
    <TD></TD></TR>
  <TR vAlign=top>
    <TD></TD>
    <TD></TD>
    <TD></TD></TR>
  <TR vAlign=top>
    <TD><FONT size=-1></FONT><FONT size=-1></FONT><FONT size=-1></FONT><FONT
      size=-1></FONT><FONT size=-1><U>/s/ David A. Preiser</FONT></U></TD>
    <TD><FONT size=-1>Director</FONT></TD>
    <TD><FONT size=-1>May 7, 2001</FONT></TD></TR>
  <TR vAlign=top>
    <TD><FONT size=-1>David A. Preiser</FONT></TD>
    <TD></TD>
    <TD></TD></TR>
  <TR vAlign=top>
    <TD></TD>
    <TD></TD>
    <TD></TD></TR>
  <TR vAlign=top>
    <TD><FONT size=-1></FONT><FONT size=-1></FONT><FONT size=-1></FONT><FONT
      size=-1></FONT><FONT size=-1></FONT><FONT size=-1><U>/s/Joseph A. Julian
      Jr.</FONT></U></TD>
    <TD><FONT size=-1>Director</FONT></TD>
    <TD><FONT size=-1>May 7, 2001</FONT></TD></TR>
  <TR vAlign=top>
    <TD><FONT size=-1>Joseph A. Julian Jr.</FONT></TD>
    <TD></TD>
    <TD></TD></TR>
  <TR vAlign=top>
    <TD></TD>
    <TD></TD>
    <TD></TD></TR>
  <TR vAlign=top>
    <TD><FONT size=-1></FONT><FONT size=-1></FONT><FONT size=-1></FONT><FONT
      size=-1></FONT><FONT size=-1></FONT><FONT size=-1><U>/s/Michael
      D.Stewart</FONT></U></TD>
    <TD><FONT size=-1>Director</FONT></TD>
    <TD><FONT size=-1>May 7, 2001</FONT></TD></TR>
  <TR vAlign=top>
    <TD><FONT size=-1>Michael D. Stewart</FONT></TD>
    <TD></TD>
    <TD></TD></TR>
  <TR vAlign=top>
    <TD></TD>
    <TD></TD>
    <TD></TD></TR>
  <TR vAlign=top>
    <TD><FONT size=-1></FONT><FONT size=-1></FONT><FONT size=-1></FONT><FONT
      size=-1></FONT><FONT size=-1></FONT><FONT size=-1><U>/s/Lawrence S.
      Coben</FONT></U></TD>
    <TD><FONT size=-1>Director</FONT></TD>
    <TD><FONT size=-1>May 7, 2001</FONT></TD></TR>
  <TR vAlign=top>
    <TD><FONT size=-1>Lawrence S. Coben</FONT></TD>
    <TD></TD>
    <TD></TD></TR>
  <TR vAlign=top>
    <TD></TD>
    <TD></TD>
    <TD></TD></TR>
  <TR vAlign=top>
    <TD><FONT size=-1></FONT><FONT size=-1></FONT><FONT size=-1></FONT><FONT
      size=-1></FONT><FONT size=-1></FONT><FONT size=-1><U>/s/ John W.
      Powers</FONT></U></TD>
    <TD><FONT size=-1>Vice President and Chief Financial Officer</FONT></TD>
    <TD><FONT size=-1>May 7, 2001</FONT></TD></TR>
  <TR vAlign=top>
    <TD><FONT size=-1>John W. Powers</FONT></TD>
    <TD><FONT size=-1>(Principal Financial and Accounting Officer)</FONT></TD>
    <TD></TD></TR></TABLE>
<P><FONT size=-1></FONT><FONT face="Times New Roman" size=-1>
<HR>

<P align=center></FONT><FONT face="Times New Roman" size=-1>EXHIBIT
INDEX</FONT></P><BR WP="BR1"><BR WP="BR2"><BR WP="BR1"><BR WP="BR2">
<P><FONT face="Times New Roman" size=-1><U>Exhibit No</U>.
<U>Description</U></FONT></P><BR WP="BR1"><BR WP="BR2">
<P><FONT face="Times New Roman" size=-1>4.1 NEXIQ Technologies, Inc. Amended and
Restated Articles of Incorporation are incorporated by reference to Exhibit 3.1
to the Registrant's Report on Form 10-KSB for the year ended September 29,
1996.</FONT></P>
<P><FONT face="Times New Roman" size=-1>4.2 NEXIG Technologies, Inc. Bylaws are
incorporated by reference to Exhibit 3.2 of the Registrant's Registration
Statement on Form S-4 filed with the Commission on February 22, 1994,
Registration No. 33-75656</FONT></P>
<P><FONT face="Times New Roman" size=-1>5.1 Opinion of McLane, Graf, Raulerson
&amp; Middleton, Professional Association as to the legality of the securities
being registered.</FONT></P>
<P><FONT face="Times New Roman" size=-1>23.1 Consent of Arthur Anderson,
LLP</FONT></P>
<P><FONT face="Times New Roman" size=-1>23.2 Consent of Counsel, McLane, Graf,
Raulerson &amp; Middleton, Professional Association (included in Exhibit 5.1
hereto).</FONT></P>
<P><FONT face="Times New Roman" size=-1>24.1 Power of Attorney (included on the
signature page hereto).</FONT></P>
<P><FONT face="Times New Roman" size=-1>99.1 NEXIQ Technologies, Inc. 2001
Nonstatutory Stock Incentive Plan. </FONT></P>
<P align=right><FONT face="Times New Roman" size=-1>
<HR>

<P align=right></FONT><FONT face="Times New Roman" size=-1><STRONG>EXHIBIT
5.1</STRONG></FONT></P><BR WP="BR1"><BR WP="BR2"><BR WP="BR1"><BR WP="BR2">
<P align=center><FONT face="Times New Roman" size=-1><STRONG>McLane,
Graf,</STRONG></FONT></P>
<P align=center><FONT face="Times New Roman" size=-1><STRONG>Raulerson
&amp;</STRONG></FONT></P>
<P align=center><FONT face="Times New Roman"
size=-1><STRONG>Middleton</STRONG></FONT></P>
<P align=center><FONT face="Times New Roman" size=-1><EM>Professional
Association</EM></FONT></P>
<P align=center><FONT face="Times New Roman" size=-1>Nine Hundred Elm Street
P.O. Box 326 </FONT><FONT face="Times New Roman" size=-1>Manchester, NH
03105-0326</FONT></P>
<P align=center><FONT face="Times New Roman" size=-1>Telephone (603)625-6464
</FONT><FONT face="Times New Roman" size=-1>Facsimile (603) 625-5650</FONT></P>
<P><FONT face="CG Times">RICHARD A. SAMUELS</FONT></P>
<P><FONT face="CG Times" size=-1>Direct Dial: (603) 628-1470</FONT></P>
<P><FONT face="CG Times" size=-1>Internet: rsamuels@mclane.com</FONT></P><BR
WP="BR1"><BR WP="BR2"><BR WP="BR1"><BR WP="BR2">
<P align=center><FONT face="Times New Roman">May 7, 2001</FONT></P><BR
WP="BR1"><BR WP="BR2"><BR WP="BR1"><BR WP="BR2">
<P><FONT face="Times New Roman">NEXIQ Technologies, Inc.</FONT></P>
<P><FONT face="Times New Roman">1155 Elm Street</FONT></P>
<P><FONT face="Times New Roman">Manchester, New Hampshire 03101</FONT></P><BR
WP="BR1"><BR WP="BR2">
<P><FONT face="Times New Roman"><STRONG>Re: Registration Statement on Form
S-8</STRONG></FONT></P><BR WP="BR1"><BR WP="BR2">
<P><FONT face="Times New Roman">Ladies and Gentlemen:</FONT></P>
<P><FONT face="Times New Roman">You have requested our opinion as to certain
matters concerning 1,500,000 shares of NEXIQ Technologies, Inc.'s $.01 par value
common stock (the "Shares") with respect to which you are filing a registration
statement on Form S-8 with the Securities and Exchange Commission under the
Securities Act of 1933, as amended, (the "Registration Statement"). The Shares
are to be issued pursuant to the NEXIQ Technologies, Inc. 2001 Nonstatutory
Stock Incentive Plan (the "Plan"). The Plan is included as Exhibit 99.1 to the
Registration Statement.</FONT></P>
<P><FONT face="Times New Roman">We have examined such corporate documents and
made such investigations of matters of fact and law as we deemed necessary to
the rendition of this opinion. We have assumed that there will be no material
changes in the documents examined and in the matters investigated and that there
will be authorized but unissued shares available for issue in sufficient amounts
at the time that any Shares are issued. Based upon such examinations and
investigations, and upon those assumptions, we are of the opinion that the
Shares when issued in accordance with the Plan, upon exercise of stock options
duly granted pursuant to the Plan, will be duly authorized, legally issued,
fully paid and nonassessable.</FONT></P>
<P><FONT face="Times New Roman">We consent to the filing of this opinion as an
exhibit to the Registration Statement and to all references to us in the
Registration Statement.</FONT></P><BR WP="BR1"><BR WP="BR2">
<P><FONT face="Times New Roman">McLane, Graf, Raulerson &amp;
Middleton</FONT></P>
<P><FONT face="Times New Roman">Professional Association</FONT></P><BR
WP="BR1"><BR WP="BR2">
<P align=center><FONT face="Times New Roman"><U>/s/ Richard A.
Samuels</U>____</FONT></P>
<P align=center><FONT face="Times New Roman">Richard A. Samuels, Esq.</FONT></P>
<P align=center><FONT face="Times New Roman">
<HR>

<P align=right></FONT><FONT face="Times New Roman"><STRONG>Exhibit
23.1</STRONG></FONT></P><BR WP="BR1"><BR WP="BR2"><BR WP="BR1"><BR WP="BR2">
<P align=center><FONT face="Times New Roman"><STRONG>Consent of Independent
Public Accountants</STRONG></FONT></P><BR WP="BR1"><BR WP="BR2"><BR WP="BR1"><BR
WP="BR2">
<P><FONT face="Times New Roman">As independent public accountants, we hereby
consent to the incorporation by reference in this registration statement of our
report dated December 18, 2000 included in NEXIQ Technologies, Inc.'s Form 10-K
for the year ended September 24, 2000.</FONT></P>
<P><FONT face="Times New Roman">/s/Arthur Andersen, LLP</FONT></P>
<P><FONT face="Times New Roman">Boston, Massachusetts</FONT></P>
<P><FONT face="Times New Roman">May 7, 2001</FONT></P>
<P><FONT face="Times New Roman">
<HR>

<P align=center></FONT><FONT face="Times New Roman"><STRONG>EXHIBIT
99.1</STRONG></FONT></P><BR WP="BR1"><BR WP="BR2">
<P align=center><FONT face="Times New Roman"><STRONG>NEXIQ TECHNOLOGIES,
INC.</STRONG></FONT></P><BR WP="BR1"><BR WP="BR2">
<P align=center><FONT face="Times New Roman"><U>2001 NONSTATUTORY STOCK
INCENTIVE PLAN</U></FONT></P>
<P><FONT face="Times New Roman">1. </FONT><FONT
face="Times New Roman"><U>Purpose</U></FONT></P>
<P><FONT face="Times New Roman">The purpose of this 2001 Stock Incentive Plan
(the "Plan") of NEXIQ Technologies, Inc., a New Hampshire corporation (the
"Company"), is to advance the interests of the Company's stockholders by
enhancing the Company's ability to attract, retain and motivate persons who make
(or are expected to make) important contributions to the Company by providing
such persons with equity ownership opportunities and performance-based
incentives and thereby better aligning the interests of such persons with those
of the Company's stockholders. Except where the context otherwise requires, the
term "Company" shall include any of the Company's present or future subsidiary
corporations as defined in Section 424(f) of the Internal Revenue Code of 1986,
as amended, and any regulations promulgated thereunder (the "Code").</FONT></P>
<P><FONT face="Times New Roman">2. </FONT><FONT
face="Times New Roman"><U>Eligibility</U></FONT></P>
<P><FONT face="Times New Roman">All of the Company's employees, officers,
directors, consultants and advisors (and any individuals who have accepted an
offer for employment) are eligible to be granted non-statutory options (an
"Award") under the Plan. Each person who has been granted an Award under the
Plan shall be deemed a "Participant".</FONT></P>
<P><FONT face="Times New Roman">3. </FONT><FONT
face="Times New Roman"><U>Administration, Delegation</U></FONT></P>
<P><FONT face="Times New Roman">(a) <U>Administration by Board of Directors</U>.
The Plan will be administered by the Board of Directors of the Company (the
"Board"). The Board shall have authority to grant Awards and to adopt, amend and
repeal such administrative rules, guidelines and practices relating to the Plan
as it shall deem advisable. The Board may correct any defect, supply any
omission or reconcile any inconsistency in the Plan or any Award in the manner
and to the extent it shall deem expedient to carry the Plan into effect and it
shall be the sole and final judge of such expediency. All decisions by the Board
shall be made in the Board's sole discretion and shall be final and binding on
all persons having or claiming any interest in the Plan or in any Award. No
director or person acting pursuant to the authority delegated by the Board shall
be liable for any action or determination relating to or under the Plan made in
good faith.</FONT></P>
<P><FONT face="Times New Roman">(b) <U>Delegation to Executive Officers</U>. To
the extent permitted by applicable law, the Board may delegate to one or more
executive officers of the Company the power to make Awards and exercise such
other powers under the Plan as the Board may determine, provided that the Board
shall fix the maximum number of shares subject to Awards and the maximum number
of shares for any one Participant to be made by such executive
officers.</FONT></P>
<P><FONT face="Times New Roman">(c) <U>Appointment of Committees</U>. To the
extent permitted by applicable law, the Board may delegate any or all of its
powers under the Plan to one or more committees or subcommittees of the Board (a
"Committee"). All references in the Plan to the "Board" shall mean the Board or
a Committee of the Board or the executive officer referred to in Section 3(b) to
the extent that the Board's powers or authority under the Plan have been
delegated to such Committee or executive officer.</FONT></P>
<P><FONT face="Times New Roman">
<HR>
</FONT>4. <FONT face="Times New Roman"><U>Stock Available for Awards</U></FONT>
<P></P>
<P><FONT face="Times New Roman">Subject to adjustment under Section 8, Awards
may be made under the Plan for up to One Million Five Hundred Thousand
(1,500,000) shares of common stock, $.01 par value, of the Company (the "Common
Stock"). If any Award expires or is terminated, surrendered or canceled without
having been fully exercised or is forfeited in whole or in part or results in
any Common Stock not being issued, the unused Common Stock covered by such Award
shall again be available for the grant of Awards under the Plan, subject,
however, in the case of Incentive Stock Options (as hereinafter defined), to any
limitation required under the Code. Shares issued under the Plan may consist in
whole or in part of authorized but unissued shares or treasury
shares.</FONT></P>
<P><FONT face="Times New Roman">5. <U>Nonstatutory Stock Options</U></FONT></P>
<P><FONT face="Times New Roman">(a)<U>General.</U> The Board may grant
nonstatutory options to purchase Common Stock (each, an "Option") and determine
the number of shares of Common Stock to be covered by each Option, the exercise
price of each Option and the conditions and limitations applicable to the
exercise of each Option, including conditions relating to applicable federal or
state securities laws, as it considers necessary or advisable.</FONT></P>
<P><FONT face="Times New Roman">(b)<U>Exercise of Option.</U> Options may be
exercised by delivery to the Company of a written notice of exercise signed by
the proper person or by any other form of notice (including electronic notice)
approved by the Board together with payment in full as specified in Sections
5(c) and 7(e) for the number of shares for which the Option is
exercised.</FONT></P>
<P><FONT face="Times New Roman">(c) <U>Payment upon Exercise.</U> Common Stock
purchased upon the exercise of an Option granted under the Plan shall be paid
for as follows:</FONT></P>
<P><FONT face="Times New Roman">(1) in cash or by check, payable to the order of
the Company;</FONT></P>
<P><FONT face="Times New Roman">(2) except as the Board may, in its sole
discretion, otherwise provide in an option agreement, by (i) delivery of an
irrevocable and unconditional undertaking by a creditworthy broker to deliver
promptly to the Company sufficient funds to pay the exercise price or (ii)
delivery by the Participant to the Company of a copy of irrevocable and
unconditional instructions to a creditworthy broker to deliver promptly to the
Company cash or a check sufficient to pay the exercise price;</FONT></P>
<P><FONT face="Times New Roman">(3) when the Common Stock is registered under
the Exchange Act, by delivery of shares of Common Stock owned by the Participant
valued at their fair market value as determined by (or in a manner approved by)
the Board in good faith ("Fair Market Value"), provided (i) such method of
payment is then permitted under applicable law and (ii) such Common Stock was
owned by the Participant at least six months prior to such
delivery;</FONT></P><BR WP="BR1"><BR WP="BR2">
<P><FONT face="Times New Roman">
<HR>
</FONT>(4) to the extent permitted by the Board, in its sole discretion by (i)
delivery of a promissory note of the Participant to the Company on terms
determined by the Board (including whether the Participant must pay cash in an
amount equal to the par value of any Common Stock issued) or (ii) payment of
such other lawful consideration as the Board may determine; or
<P></P>
<P><FONT face="Times New Roman">(5) by any combination of the above permitted
forms of payment.</FONT></P>
<P><FONT face="Times New Roman">6. </FONT><FONT
face="Times New Roman"><U>Adjustments for Changes in Common Stock and Certain
Other Events</U></FONT> </P>
<P><FONT face="Times New Roman">(a) <U>Changes in Capitalization</U>. In the
event of any stock split, reverse stock split, stock dividend, recapitalization,
combination of shares, reclassification of shares, spin-off or other similar
change in capitalization or event, or any distribution to holders of Common
Stock other than a normal cash dividend, (i) the number and class of securities
available under this Plan, (ii)&nbsp;the number and class of securities and
exercise price per share subject to each outstanding Option, and (iii) the terms
of each other outstanding Award shall be appropriately adjusted by the Company
(or substituted Awards may be made, if applicable) to the extent the Board shall
determine, in good faith, that such an adjustment (or substitution) is necessary
and appropriate. If this Section 6(a) applies and Section 6(c) also applies to
any event, Section 6(c) shall be applicable to such event, and this Section 6(a)
shall not be applicable.</FONT></P>
<P><FONT face="Times New Roman">(b) <U>Liquidation or Dissolution</U>. In the
event of a proposed liquidation or dissolution of the Company, the Board shall
upon written notice to the Participants provide that all then unexercised
Options will (i) become exercisable in full as of a specified time at least 10
business days prior to the effective date of such liquidation or dissolution and
(ii) terminate effective upon such liquidation or dissolution, except to the
extent exercised before such effective date.</FONT></P>
<P><FONT face="Times New Roman">(c) <U>Acquisition Events</U></FONT></P>
<P><FONT face="Times New Roman">(1) <U>Definition</U>. An "Acquisition Event"
shall mean: (a) any merger or consolidation of the Company with or into another
entity as a result of which the Common Stock is converted into or exchanged for
the right to receive cash, securities or other property or (b) any exchange of
shares of the Company for cash, securities or other property pursuant to a
statutory share exchange transaction.</FONT></P>
<P><FONT face="Times New Roman">(2) <U>Consequences of an Acquisition Event on
Options</U>. Upon the occurrence of an Acquisition Event, or the execution by
the Company of any agreement with respect to an Acquisition Event, the Board
shall provide that all outstanding Options shall be assumed, or equivalent
options shall be substituted, by the acquiring or succeeding corporation (or an
affiliate thereof). For purposes hereof, an Option shall be considered to be
assumed if, following consummation of the Acquisition Event, the Option confers
the right to purchase, for each share of Common Stock subject to the Option
immediately prior to the consummation of the Acquisition Event, the
consideration (whether cash, securities or other property) received as a result
of the Acquisition Event by holders of Common Stock for each share of Common
Stock held immediately prior to the consummation of the Acquisition Event (and
if holders were offered a choice of consideration, the type of consideration
chosen by the holders of a majority of the outstanding shares of Common Stock);
provided, however, that if the consideration received as a result of the
Acquisition Event is not solely common stock of the acquiring or succeeding
corporation (or an affiliate thereof), the Company may, with the consent of the
acquiring or succeeding corporation, provide for the consideration to be
received upon the exercise of Options to consist solely of common stock of the
acquiring or succeeding corporation (or an affiliate thereof) equivalent in fair
market value to the per share consideration received by holders of outstanding
shares of Common Stock as a result of the Acquisition Event.</FONT></P><BR
WP="BR1"><BR WP="BR2">
<P><FONT face="Times New Roman">
<HR>
</FONT>Notwithstanding the foregoing, if the acquiring or succeeding corporation
(or an affiliate thereof) does not agree to assume, or substitute for, such
Options, then the Board shall, upon written notice to the Participants, provide
that all then unexercised Options will become exercisable in full as of a
specified time prior to the Acquisition Event and will terminate immediately
prior to the consummation of such Acquisition Event, except to the extent
exercised by the Participants before the consummation of such Acquisition Event;
provided, however, that in the event of an Acquisition Event under the terms of
which holders of Common Stock will receive upon consummation thereof a cash
payment for each share of Common Stock surrendered pursuant to such Acquisition
Event (the "Acquisition Price"), then the Board may instead provide that all
outstanding Options shall terminate upon consummation of such Acquisition Event
and that each Participant shall receive, in exchange therefor, a cash payment
equal to the amount (if any) by which (A) the Acquisition Price multiplied by
the number of shares of Common Stock subject to such outstanding Options
(whether or not then exercisable), exceeds (B) the aggregate exercise price of
such Options.
<P></P>
<P><FONT face="Times New Roman">(3) <U>Consequences of an Acquisition Event.</U>
The Board shall specify the effect of an Acquisition Event on an Award granted
under the Plan at the time of the grant of such Award.</FONT></P>
<P><FONT face="Times New Roman">7. </FONT><FONT
face="Times New Roman"><U>General Provisions Applicable to Awards</U></FONT></P>
<P><FONT face="Times New Roman">(a) <U>Transferability of Awards</U>. Except as
the Board may otherwise determine or provide in an Award, Awards shall not be
sold, assigned, transferred, pledged or otherwise encumbered by the person to
whom they are granted, either voluntarily or by operation of law, except by will
or the laws of descent and distribution, and, during the life of the
Participant, shall be exercisable only by the Participant. References to a
Participant, to the extent relevant in the context, shall include references to
authorized transferees.</FONT></P>
<P><FONT face="Times New Roman">(b) <U>Documentation</U>. Each Award shall be
evidenced by a written instrument in such form as the Board shall determine.
Each Award may contain terms and conditions in addition to those set forth in
the Plan.</FONT></P>
<P><FONT face="Times New Roman">(c) <U>Board Discretion</U>. Except as otherwise
provided by the Plan, each Award may be made alone or in addition or in relation
to any other Award. The terms of each Award need not be identical, and the Board
need not treat Participants uniformly.</FONT></P>
<P><FONT face="Times New Roman">(d) <U>Termination of Status</U>. The Board
shall determine the effect on an Award of the disability, death, retirement,
authorized leave of absence or other change in the employment or other status of
a Participant and the extent to which, and the period during which, the
Participant, the Participant's legal representative, conservator, guardian or
Designated Beneficiary may exercise rights under the Award.</FONT></P>
<P><FONT face="Times New Roman">
<HR>
</FONT>(e) <FONT face="Times New Roman"><U>Withholding</U>. Each Participant
shall pay to the Company, or make provision satisfactory to the Board for
payment of, any taxes required by law to be withheld in connection with Awards
to such Participant no later than the date of the event creating the tax
liability. Except as the Board may otherwise provide in an Award, when the
Common Stock is registered under the Exchange Act, Participants may, to the
extent then permitted under applicable law, satisfy such tax obligations in
whole or in part by delivery of shares of Common Stock, including shares
retained from the Award creating the tax obligation, valued at their Fair Market
Value. The Company may, to the extent permitted by law, deduct any such tax
obligations from any payment of any kind otherwise due to a Participant.</FONT>
<P></P>
<P><FONT face="Times New Roman">(f) <U>Amendment of an Award</U>. The Board may
amend, modify or terminate any outstanding Award, including but not limited to,
substituting therefor another Award of the same or a different type or changing
the date of exercise or realization, provided that the Participant's consent to
such action shall be required unless the Board determines that the action,
taking into account any related action, would not materially and adversely
affect the Participant.</FONT></P>
<P><FONT face="Times New Roman">(g) <U>Conditions on Delivery of Stock</U>. The
Company will not be obligated to deliver any shares of Common Stock pursuant to
the Plan or to remove restrictions from shares previously delivered under the
Plan until (i) all conditions of the Award have been met or removed to the
satisfaction of the Company, (ii) in the opinion of the Company's counsel, all
other legal matters in connection with the issuance and delivery of such shares
have been satisfied, including any applicable securities laws and any applicable
stock exchange or stock market rules and regulations and (iii) the Participant
has executed and delivered to the Company such representations or agreements as
the Company may consider appropriate to satisfy the requirements of any
applicable laws, rules or regulations.</FONT></P>
<P><FONT face="Times New Roman">(h) <U>Acceleration</U>. The Board may at any
time provide that any Options shall become immediately exercisable in full or in
part or free of some or all restrictions or conditions, or otherwise realizable
in full or in part, as the case may be.</FONT></P>
<P><FONT face="Times New Roman">8. </FONT><FONT
face="Times New Roman"><U>Miscellaneous</U></FONT></P>
<P><FONT face="Times New Roman">(a) <U>No Right To Employment or Other
Status</U>. No person shall have any claim or right to be granted an Award, and
the grant of an Award shall not be construed as giving a Participant the right
to continued employment or any other relationship with the Company. The Company
expressly reserves the right at any time to dismiss or otherwise terminate its
relationship with a Participant free from any liability or claim under the Plan,
except as expressly provided in the applicable Award.</FONT></P>
<P><FONT face="Times New Roman">(b) <U>No Rights as Stockholder</U>. Subject to
the provisions of the applicable Award, no Participant or Designated Beneficiary
shall have any rights as a stockholder with respect to any shares of Common
Stock to be distributed with respect to an Award until becoming the record
holder of such shares. Notwithstanding the foregoing, in the event the Company
effects a split of the Common Stock by means of a stock dividend and the
exercise price of and the number of shares subject to such Option are adjusted
as of the date of the distribution of the dividend (rather than as of the record
date for such dividend), then an optionee who exercises an Option between the
record date and the distribution date for such stock dividend shall be entitled
to receive, on the distribution date, the stock dividend with respect to the
shares of Common Stock acquired upon such Option exercise, notwithstanding the
fact that such shares were not outstanding as of the close of business on the
record date for such stock dividend.</FONT></P>
<P><FONT face="Times New Roman">
<HR>
</FONT>(c) <FONT face="Times New Roman"><U>Effective Date and Term of Plan</U>.
The Plan shall become effective on the date on which it is adopted by the Board.
No Awards shall be granted under the Plan after the completion of ten years from
the date on which the Plan was adopted by the Board, but Awards previously
granted may extend beyond that date.</FONT>
<P></P>
<P><FONT face="Times New Roman">(1) <U>Amendment of Plan</U>. The Board may
amend, suspend or terminate the Plan or any portion thereof at any time.
Termination or any modification or amendment of the Plan, except as provided in
Section 7(f) shall not, without the consent of a Participant, effect his or her
rights under an award previously granted to him or her.</FONT></P>
<P><FONT face="Times New Roman">(d) <U>Governing Law</U>. The provisions of the
Plan and all Awards made hereunder shall be governed by and interpreted in
accordance with the laws of the State of New Hampshire, without regard to any
applicable conflicts of law.</FONT></P><BR WP="BR1"><BR WP="BR2"><BR
WP="BR1"><BR WP="BR2">
<P><FONT face="Times New Roman">ADOPTED May 4, 2001</FONT></P><BR WP="BR1"><BR
WP="BR2">
<P><FONT size=-1>
<HR>

<P></P></FONT></BODY></HTML>
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{"company-data": {"conformed-name": "NEXIQ TECHNOLOGIES INC", "cik": "0000881771", "assigned-sic": "3829", "irs-number": "020218767", "state-of-incorporation": "NH", "fiscal-year-end": "0928"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-60414", "film-number": "1625410"}, "business-address": {"street1": "1155 ELM ST", "city": "MANCHESTER", "state": "NH", "zip": "03101", "phone": "6036273500"}, "mail-address": {"street1": "1155 ELM STREET", "city": "MANCHESTER", "state": "NH", "zip": "03101"}, "former-company": [{"former-conformed-name": "WPI GROUP INC", "date-changed": "19940303"}, {"former-conformed-name": "WALKER POWER INC", "date-changed": "19930328"}]}
As filed with the Securities and Exchange
Commission on May 8, 2001
Registration Statement No.
333-
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC
20549
FORM S-8
REGISTRATION STATEMENT
UNDER THE
SECURITIES ACT OF 1933
NEXIQ TECHNOLOGIES,
INC.
(formerly WPI GROUP,
INC.)
(Exact Name of Registrant as it appears in Its
Charter
)
New Hampshire
02-0218767
State or Other Jurisdiction of Incorporation or
      Organization
IRS Employer Identification
  No.
1155 Elm Street, Manchester, NH 03101
603-627-3500
(
Address, including zip code, and telephone
number, including area code, of Registrant's principal executive
offices)
NEXIQ Technologies, Inc. 2001 Nonstatutory
Stock Incentive Plan
(
Full Title of the Plan)
_______________________________________________
John R. Allard
Chairman and Chief Executive
Officer
NEXIQ Technologies,
Inc.
1155 Elm Street
Manchester, New Hampshire
03101
(603) 627-3500
(Name, address, including zip code and
telephone number, including area code, of agent for service)
With copies to:
William V.A. Zorn,
Esq.
McLane, Graf, Raulerson & Middleton,
Professional Association
900 Elm Street, PO Box
326
Manchester, NH
03105-0326
(603) 628-1340
_________________________________________
CALCULATION OF REGISTRATION
FEE
Title Of Securities Being
      Registered
Amount To Be
    Registered
Proposed Maximum Offering Price Per
      Unit
Proposed Maximum Aggregate Offering
      Price
Amount Of Registration
      Fee
Common Stock, $.01 par value
1,500,000
$1.815 (1)
$2,722,500 (1)
$680.63
(1) This estimate is based on the
average of the high and low sales prices in last sale reported over-the-counter
trading of the common stock of NEXIQ Technologies, Inc. on May 1, 2001, pursuant
to Rule 457(c) and (h) under the Securities Act of 1933, as amended, and is made
solely for the purposes of determining the registration fee.
PART
II
INFORMATION
REQUIRED IN THE REGISTRATION STATEMENT
Item 3.
Incorporation of Certain
Documents by Reference
.
NEXIQ Technologies, Inc. (the
"Company"), hereby incorporates by reference the following documents which have
been previously filed with the Securities and Exchange Commission (the "Commission"):
(a) Annual Report on Form 10-K for the
fiscal year ended September 24, 2001;
(b) Quarterly Reports on Form 10-Q for
the fiscal quarters ended December 24, 2000 and March 25, 2001;
(c) Current Report on Form 8-K dated
November 28, 2001;
(d) The description of the Common Stock
contained in the Company's Registration Statement filed pursuant to Section 12
of the Exchange Act and any amendments or reports filed for the purpose of
updating such description.
In addition, all documents subsequently
filed with the Commission by the Company pursuant to Sections 13(a), 13(c), 14
and 15(d) of 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 securities then remaining unsold, shall be deemed to be
incorporated by reference in this Registration Statement and to be a part hereof
from the date of filing of such documents. Any statement contained in a document
incorporated or deemed to be incorporated by reference herein shall be deemed to
be modified or superseded for purposes hereof to the extent that a statement
contained herein or in any other subsequently filed document which also is
incorporated or 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
.
New Hampshire Revised Statutes Annotated
("RSA") 293-A, Sections 8.50 through 8.58, empower a corporation, subject to
certain limitations, to indemnify its directors and officers against expenses
(including attorneys' fees, judgments, fines and amounts paid in settlement)
actually and reasonably incurred by them in connection with any civil or
criminal suit or proceeding (other than a derivative action) to which they arc
parties or threatened to be made parties by reason of being directors or
officers, if they acted in good faith and in a manner reasonably believed to be
in or not opposed to the best interests of the corporation (and with respect to
any criminal action or proceeding, had no reasonable cause to believe their
conduct was unlawful). The power to indemnify in connection with an action or
suit by or in the right of the corporation (a derivative action) is more
limited. Indemnification against expenses actually and reasonably incurred is
required if a director or officer is wholly successful in defense of an action,
suit or proceeding of the type where indemnity is permitted by the statute.
Unless ordered by a court, indemnification under the statute, other than
mandatory indemnification against expenses, may be made only if a determination
that indemnification is proper has been made by a prescribed vote of the board
of directors, special legal counsel in certain cases, by the shareholders or by
the prescribed vote of a committee duly designated by the board of directors, in
certain cases. Indemnification provided for by RSA 293A:8.50-8.58 is not
exclusive and a corporation is empowered to maintain insurance on behalf of its
directors and officers against any liability asserted against them in that
capacity, whether or not the corporation would have the power under that section
to indemnify them.
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 or any existing arrangement or otherwise,
the Registrant has been advised that, in the opinion of the Securities and
Exchange Commission, such indemnification is against public policy and is,
therefore, unenforceable.
The by-laws of the Company provide that
it shall indemnify any director or officer to the fullest extent allowed by law.
The Company currently maintains insurance on behalf of its directors and
officers against liability asserted against them in that capacity.
Item 7.
Exemption from Registration
Claimed
.
Not Applicable.
Item 8.
Exhibits
.
(a) The following is a complete list of
exhibits filed or incorporated by reference as part of this Registration
Statement.
Exhibit
4.1 NEXIQ Technologies, Inc. Amended and
Retated Articles of Incorporation are incorporated by reference to Exhibit 3.1
to the Registrant's Report on Form 10-KSB for the year ended September 29,
1996.
4.2 NEXIQ Technologies, Inc. Bylaws are
incorporated by reference to Exhibit 3.2 of the Registrant's Registration
Statement on Form S-4 filed with the Commission on February 22, 1994,
Registration No. 33-75656
5.1 Opinion of McLane, Graf, Raulerson
& Middleton, Professional Association as to the legality of the securities
being registered.
23.1 Consent of Arthur Anderson,
LLP.
23.2 Consent of Counsel, McLane, Graf,
Raulerson & Middleton, Professional Association (included in Exhibit 5.1
hereto).
24.1 Power of Attorney (included on the
signature page hereto).
99.1 NEXIQ Technologies, Inc. 2001 Nonstatutory Stock Incentive Plan.
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 Commission pursuant to Rule
424(b) if, in the aggregate, the changes in volume and price represent no more
than 20 percent 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) herein 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 Exchange Act that are
incorporated by reference in the Registration Statement.
(2) That, for the purpose of determining
any liability under the Securities Act of 1933, each such post-effective
amendment shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof; and
(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 Company's annual report pursuant to Section
13(a) or 15(d) of the 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
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 Securities Act of
1933, 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 Securities Act of 1933 and will be
governed by the final adjudication of such issue.
SIGNATURES
Pursuant to the requirements of the
Securities Act of 1933, NEXIQ Technologies, Inc. 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 Manchester,
New Hampshire, on this 7th day of May 2001.
NEXIQ Technologies, Inc.
By:
/s/ John R. Allard
John R. Allard
Chairman and Chief Executive
Officer
POWER OF
ATTORNEY
KNOW ALL BY THESE PRESENTS, that each
individual whose signature appears below hereby severally constitutes and
appoints John R. Allard, such person's true and lawful attorney-in-fact and
agent, with full power of substitution and resubstitution, for such person and
in such person's name, place and stead, in any and all capacities, to sign this
Registration Statement and any and all amendments (including post-effective
amendments) to this Registration Statement, and to file the same, with all
exhibits thereto, and all documents in connection therewith, with the Securities
and Exchange Commission, granting unto each said attorney-in-fact and agent full
power and authority to do and perform each and every act and thing requisite and
necessary to be done in and about the premises, as fully to all intents and
purposes as such person might or could do in person, hereby ratifying and
confirming all that said attorney-in-fact and agent or any substitute or
substitutes of any of them may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of
the Securities and Exchange Act of 1933, this Registration Statement has been
signed by the following persons in the capacities and on the dates
indicated.
Signature
Capacity
Date
/s/ John R. Allard
Chairman and Chief Executive Officer
May 7,2001
John R. Allard
(Principal Executive Officer)
/s/ David A. Preiser
Director
May 7, 2001
David A. Preiser
/s/Joseph A. Julian
      Jr.
Director
May 7, 2001
Joseph A. Julian Jr.
/s/Michael
      D.Stewart
Director
May 7, 2001
Michael D. Stewart
/s/Lawrence S.
      Coben
Director
May 7, 2001
Lawrence S. Coben
/s/ John W.
      Powers
Vice President and Chief Financial Officer
May 7, 2001
John W. Powers
(Principal Financial and Accounting Officer)
EXHIBIT
INDEX
Exhibit No
.
Description
4.1 NEXIQ Technologies, Inc. Amended and
Restated Articles of Incorporation are incorporated by reference to Exhibit 3.1
to the Registrant's Report on Form 10-KSB for the year ended September 29,
1996.
4.2 NEXIG Technologies, Inc. Bylaws are
incorporated by reference to Exhibit 3.2 of the Registrant's Registration
Statement on Form S-4 filed with the Commission on February 22, 1994,
Registration No. 33-75656
5.1 Opinion of McLane, Graf, Raulerson
& Middleton, Professional Association as to the legality of the securities
being registered.
23.1 Consent of Arthur Anderson,
LLP
23.2 Consent of Counsel, McLane, Graf,
Raulerson & Middleton, Professional Association (included in Exhibit 5.1
hereto).
24.1 Power of Attorney (included on the
signature page hereto).
99.1 NEXIQ Technologies, Inc. 2001
Nonstatutory Stock Incentive Plan.
EXHIBIT
5.1
McLane,
Graf,
Raulerson
&
Middleton
Professional
Association
Nine Hundred Elm Street
P.O. Box 326
Manchester, NH
03105-0326
Telephone (603)625-6464
Facsimile (603) 625-5650
RICHARD A. SAMUELS
Direct Dial: (603) 628-1470
Internet: rsamuels@mclane.com
May 7, 2001
NEXIQ Technologies, Inc.
1155 Elm Street
Manchester, New Hampshire 03101
Re: Registration Statement on Form
S-8
Ladies and Gentlemen:
You have requested our opinion as to certain
matters concerning 1,500,000 shares of NEXIQ Technologies, Inc.'s $.01 par value
common stock (the "Shares") with respect to which you are filing a registration
statement on Form S-8 with the Securities and Exchange Commission under the
Securities Act of 1933, as amended, (the "Registration Statement"). The Shares
are to be issued pursuant to the NEXIQ Technologies, Inc. 2001 Nonstatutory
Stock Incentive Plan (the "Plan"). The Plan is included as Exhibit 99.1 to the
Registration Statement.
We have examined such corporate documents and
made such investigations of matters of fact and law as we deemed necessary to
the rendition of this opinion. We have assumed that there will be no material
changes in the documents examined and in the matters investigated and that there
will be authorized but unissued shares available for issue in sufficient amounts
at the time that any Shares are issued. Based upon such examinations and
investigations, and upon those assumptions, we are of the opinion that the
Shares when issued in accordance with the Plan, upon exercise of stock options
duly granted pursuant to the Plan, will be duly authorized, legally issued,
fully paid and nonassessable.
We consent to the filing of this opinion as an
exhibit to the Registration Statement and to all references to us in the
Registration Statement.
McLane, Graf, Raulerson &
Middleton
Professional Association
/s/ Richard A.
Samuels
____
Richard A. Samuels, Esq.
Exhibit
23.1
Consent of Independent
Public Accountants
As independent public accountants, we hereby
consent to the incorporation by reference in this registration statement of our
report dated December 18, 2000 included in NEXIQ Technologies, Inc.'s Form 10-K
for the year ended September 24, 2000.
/s/Arthur Andersen, LLP
Boston, Massachusetts
May 7, 2001
EXHIBIT
99.1
NEXIQ TECHNOLOGIES,
INC.
2001 NONSTATUTORY STOCK
INCENTIVE PLAN
1.
Purpose
The purpose of this 2001 Stock Incentive Plan
(the "Plan") of NEXIQ Technologies, Inc., a New Hampshire corporation (the
"Company"), is to advance the interests of the Company's stockholders by
enhancing the Company's ability to attract, retain and motivate persons who make
(or are expected to make) important contributions to the Company by providing
such persons with equity ownership opportunities and performance-based
incentives and thereby better aligning the interests of such persons with those
of the Company's stockholders. Except where the context otherwise requires, the
term "Company" shall include any of the Company's present or future subsidiary
corporations as defined in Section 424(f) of the Internal Revenue Code of 1986,
as amended, and any regulations promulgated thereunder (the "Code").
2.
Eligibility
All of the Company's employees, officers,
directors, consultants and advisors (and any individuals who have accepted an
offer for employment) are eligible to be granted non-statutory options (an
"Award") under the Plan. Each person who has been granted an Award under the
Plan shall be deemed a "Participant".
3.
Administration, Delegation
(a)
Administration by Board of Directors
.
The Plan will be administered by the Board of Directors of the Company (the
"Board"). The Board shall have authority to grant Awards and to adopt, amend and
repeal such administrative rules, guidelines and practices relating to the Plan
as it shall deem advisable. The Board may correct any defect, supply any
omission or reconcile any inconsistency in the Plan or any Award in the manner
and to the extent it shall deem expedient to carry the Plan into effect and it
shall be the sole and final judge of such expediency. All decisions by the Board
shall be made in the Board's sole discretion and shall be final and binding on
all persons having or claiming any interest in the Plan or in any Award. No
director or person acting pursuant to the authority delegated by the Board shall
be liable for any action or determination relating to or under the Plan made in
good faith.
(b)
Delegation to Executive Officers
. To
the extent permitted by applicable law, the Board may delegate to one or more
executive officers of the Company the power to make Awards and exercise such
other powers under the Plan as the Board may determine, provided that the Board
shall fix the maximum number of shares subject to Awards and the maximum number
of shares for any one Participant to be made by such executive
officers.
(c)
Appointment of Committees
. To the
extent permitted by applicable law, the Board may delegate any or all of its
powers under the Plan to one or more committees or subcommittees of the Board (a
"Committee"). All references in the Plan to the "Board" shall mean the Board or
a Committee of the Board or the executive officer referred to in Section 3(b) to
the extent that the Board's powers or authority under the Plan have been
delegated to such Committee or executive officer.
4.
Stock Available for Awards
Subject to adjustment under Section 8, Awards
may be made under the Plan for up to One Million Five Hundred Thousand
(1,500,000) shares of common stock, $.01 par value, of the Company (the "Common
Stock"). If any Award expires or is terminated, surrendered or canceled without
having been fully exercised or is forfeited in whole or in part or results in
any Common Stock not being issued, the unused Common Stock covered by such Award
shall again be available for the grant of Awards under the Plan, subject,
however, in the case of Incentive Stock Options (as hereinafter defined), to any
limitation required under the Code. Shares issued under the Plan may consist in
whole or in part of authorized but unissued shares or treasury
shares.
5.
Nonstatutory Stock Options
(a)
General.
The Board may grant
nonstatutory options to purchase Common Stock (each, an "Option") and determine
the number of shares of Common Stock to be covered by each Option, the exercise
price of each Option and the conditions and limitations applicable to the
exercise of each Option, including conditions relating to applicable federal or
state securities laws, as it considers necessary or advisable.
(b)
Exercise of Option.
Options may be
exercised by delivery to the Company of a written notice of exercise signed by
the proper person or by any other form of notice (including electronic notice)
approved by the Board together with payment in full as specified in Sections
5(c) and 7(e) for the number of shares for which the Option is
exercised.
(c)
Payment upon Exercise.
Common Stock
purchased upon the exercise of an Option granted under the Plan shall be paid
for as follows:
(1) in cash or by check, payable to the order of
the Company;
(2) except as the Board may, in its sole
discretion, otherwise provide in an option agreement, by (i) delivery of an
irrevocable and unconditional undertaking by a creditworthy broker to deliver
promptly to the Company sufficient funds to pay the exercise price or (ii)
delivery by the Participant to the Company of a copy of irrevocable and
unconditional instructions to a creditworthy broker to deliver promptly to the
Company cash or a check sufficient to pay the exercise price;
(3) when the Common Stock is registered under
the Exchange Act, by delivery of shares of Common Stock owned by the Participant
valued at their fair market value as determined by (or in a manner approved by)
the Board in good faith ("Fair Market Value"), provided (i) such method of
payment is then permitted under applicable law and (ii) such Common Stock was
owned by the Participant at least six months prior to such
delivery;
(4) to the extent permitted by the Board, in its sole discretion by (i)
delivery of a promissory note of the Participant to the Company on terms
determined by the Board (including whether the Participant must pay cash in an
amount equal to the par value of any Common Stock issued) or (ii) payment of
such other lawful consideration as the Board may determine; or
(5) by any combination of the above permitted
forms of payment.
6.
Adjustments for Changes in Common Stock and Certain
Other Events
(a)
Changes in Capitalization
. In the
event of any stock split, reverse stock split, stock dividend, recapitalization,
combination of shares, reclassification of shares, spin-off or other similar
change in capitalization or event, or any distribution to holders of Common
Stock other than a normal cash dividend, (i) the number and class of securities
available under this Plan, (ii) the number and class of securities and
exercise price per share subject to each outstanding Option, and (iii) the terms
of each other outstanding Award shall be appropriately adjusted by the Company
(or substituted Awards may be made, if applicable) to the extent the Board shall
determine, in good faith, that such an adjustment (or substitution) is necessary
and appropriate. If this Section 6(a) applies and Section 6(c) also applies to
any event, Section 6(c) shall be applicable to such event, and this Section 6(a)
shall not be applicable.
(b)
Liquidation or Dissolution
. In the
event of a proposed liquidation or dissolution of the Company, the Board shall
upon written notice to the Participants provide that all then unexercised
Options will (i) become exercisable in full as of a specified time at least 10
business days prior to the effective date of such liquidation or dissolution and
(ii) terminate effective upon such liquidation or dissolution, except to the
extent exercised before such effective date.
(c)
Acquisition Events
(1)
Definition
. An "Acquisition Event"
shall mean: (a) any merger or consolidation of the Company with or into another
entity as a result of which the Common Stock is converted into or exchanged for
the right to receive cash, securities or other property or (b) any exchange of
shares of the Company for cash, securities or other property pursuant to a
statutory share exchange transaction.
(2)
Consequences of an Acquisition Event on
Options
. Upon the occurrence of an Acquisition Event, or the execution by
the Company of any agreement with respect to an Acquisition Event, the Board
shall provide that all outstanding Options shall be assumed, or equivalent
options shall be substituted, by the acquiring or succeeding corporation (or an
affiliate thereof). For purposes hereof, an Option shall be considered to be
assumed if, following consummation of the Acquisition Event, the Option confers
the right to purchase, for each share of Common Stock subject to the Option
immediately prior to the consummation of the Acquisition Event, the
consideration (whether cash, securities or other property) received as a result
of the Acquisition Event by holders of Common Stock for each share of Common
Stock held immediately prior to the consummation of the Acquisition Event (and
if holders were offered a choice of consideration, the type of consideration
chosen by the holders of a majority of the outstanding shares of Common Stock);
provided, however, that if the consideration received as a result of the
Acquisition Event is not solely common stock of the acquiring or succeeding
corporation (or an affiliate thereof), the Company may, with the consent of the
acquiring or succeeding corporation, provide for the consideration to be
received upon the exercise of Options to consist solely of common stock of the
acquiring or succeeding corporation (or an affiliate thereof) equivalent in fair
market value to the per share consideration received by holders of outstanding
shares of Common Stock as a result of the Acquisition Event.
Notwithstanding the foregoing, if the acquiring or succeeding corporation
(or an affiliate thereof) does not agree to assume, or substitute for, such
Options, then the Board shall, upon written notice to the Participants, provide
that all then unexercised Options will become exercisable in full as of a
specified time prior to the Acquisition Event and will terminate immediately
prior to the consummation of such Acquisition Event, except to the extent
exercised by the Participants before the consummation of such Acquisition Event;
provided, however, that in the event of an Acquisition Event under the terms of
which holders of Common Stock will receive upon consummation thereof a cash
payment for each share of Common Stock surrendered pursuant to such Acquisition
Event (the "Acquisition Price"), then the Board may instead provide that all
outstanding Options shall terminate upon consummation of such Acquisition Event
and that each Participant shall receive, in exchange therefor, a cash payment
equal to the amount (if any) by which (A) the Acquisition Price multiplied by
the number of shares of Common Stock subject to such outstanding Options
(whether or not then exercisable), exceeds (B) the aggregate exercise price of
such Options.
(3)
Consequences of an Acquisition Event.
The Board shall specify the effect of an Acquisition Event on an Award granted
under the Plan at the time of the grant of such Award.
7.
General Provisions Applicable to Awards
(a)
Transferability of Awards
. Except as
the Board may otherwise determine or provide in an Award, Awards shall not be
sold, assigned, transferred, pledged or otherwise encumbered by the person to
whom they are granted, either voluntarily or by operation of law, except by will
or the laws of descent and distribution, and, during the life of the
Participant, shall be exercisable only by the Participant. References to a
Participant, to the extent relevant in the context, shall include references to
authorized transferees.
(b)
Documentation
. Each Award shall be
evidenced by a written instrument in such form as the Board shall determine.
Each Award may contain terms and conditions in addition to those set forth in
the Plan.
(c)
Board Discretion
. Except as otherwise
provided by the Plan, each Award may be made alone or in addition or in relation
to any other Award. The terms of each Award need not be identical, and the Board
need not treat Participants uniformly.
(d)
Termination of Status
. The Board
shall determine the effect on an Award of the disability, death, retirement,
authorized leave of absence or other change in the employment or other status of
a Participant and the extent to which, and the period during which, the
Participant, the Participant's legal representative, conservator, guardian or
Designated Beneficiary may exercise rights under the Award.
(e)
Withholding
. Each Participant
shall pay to the Company, or make provision satisfactory to the Board for
payment of, any taxes required by law to be withheld in connection with Awards
to such Participant no later than the date of the event creating the tax
liability. Except as the Board may otherwise provide in an Award, when the
Common Stock is registered under the Exchange Act, Participants may, to the
extent then permitted under applicable law, satisfy such tax obligations in
whole or in part by delivery of shares of Common Stock, including shares
retained from the Award creating the tax obligation, valued at their Fair Market
Value. The Company may, to the extent permitted by law, deduct any such tax
obligations from any payment of any kind otherwise due to a Participant.
(f)
Amendment of an Award
. The Board may
amend, modify or terminate any outstanding Award, including but not limited to,
substituting therefor another Award of the same or a different type or changing
the date of exercise or realization, provided that the Participant's consent to
such action shall be required unless the Board determines that the action,
taking into account any related action, would not materially and adversely
affect the Participant.
(g)
Conditions on Delivery of Stock
. The
Company will not be obligated to deliver any shares of Common Stock pursuant to
the Plan or to remove restrictions from shares previously delivered under the
Plan until (i) all conditions of the Award have been met or removed to the
satisfaction of the Company, (ii) in the opinion of the Company's counsel, all
other legal matters in connection with the issuance and delivery of such shares
have been satisfied, including any applicable securities laws and any applicable
stock exchange or stock market rules and regulations and (iii) the Participant
has executed and delivered to the Company such representations or agreements as
the Company may consider appropriate to satisfy the requirements of any
applicable laws, rules or regulations.
(h)
Acceleration
. The Board may at any
time provide that any Options shall become immediately exercisable in full or in
part or free of some or all restrictions or conditions, or otherwise realizable
in full or in part, as the case may be.
8.
Miscellaneous
(a)
No Right To Employment or Other
Status
. No person shall have any claim or right to be granted an Award, and
the grant of an Award shall not be construed as giving a Participant the right
to continued employment or any other relationship with the Company. The Company
expressly reserves the right at any time to dismiss or otherwise terminate its
relationship with a Participant free from any liability or claim under the Plan,
except as expressly provided in the applicable Award.
(b)
No Rights as Stockholder
. Subject to
the provisions of the applicable Award, no Participant or Designated Beneficiary
shall have any rights as a stockholder with respect to any shares of Common
Stock to be distributed with respect to an Award until becoming the record
holder of such shares. Notwithstanding the foregoing, in the event the Company
effects a split of the Common Stock by means of a stock dividend and the
exercise price of and the number of shares subject to such Option are adjusted
as of the date of the distribution of the dividend (rather than as of the record
date for such dividend), then an optionee who exercises an Option between the
record date and the distribution date for such stock dividend shall be entitled
to receive, on the distribution date, the stock dividend with respect to the
shares of Common Stock acquired upon such Option exercise, notwithstanding the
fact that such shares were not outstanding as of the close of business on the
record date for such stock dividend.
(c)
Effective Date and Term of Plan
.
The Plan shall become effective on the date on which it is adopted by the Board.
No Awards shall be granted under the Plan after the completion of ten years from
the date on which the Plan was adopted by the Board, but Awards previously
granted may extend beyond that date.
(1)
Amendment of Plan
. The Board may
amend, suspend or terminate the Plan or any portion thereof at any time.
Termination or any modification or amendment of the Plan, except as provided in
Section 7(f) shall not, without the consent of a Participant, effect his or her
rights under an award previously granted to him or her.
(d)
Governing Law
. The provisions of the
Plan and all Awards made hereunder shall be governed by and interpreted in
accordance with the laws of the State of New Hampshire, without regard to any
applicable conflicts of law.
ADOPTED May 4, 2001