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<p align="center"><font size="3" face="CG Times">As filed with
the Securities and Exchange Commission December 21, 2001</font></p>

<table border="1" cellpadding="7" cellspacing="1" width="624"
bordercolor="#000000">
    <tr>
        <td valign="top" bgcolor="#000000" height="4">&nbsp; </td>
    </tr>
</table>

<p align="center"><font size="5" face="CG Times"><b>SECURITIES
AND EXCHANGE COMMISSION</b></font></p>

<p align="center"><font face="CG Times">WASHINGTON, D.C. 20549</font></p>

<p align="center"><font face="CG Times"><u>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</u></font></p>

<p align="center"><font size="5" face="CG Times"><b>Form S-8</b></font></p>

<p align="center"><font face="CG Times">REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933</font></p>

<p align="center"><font face="CG Times"><u>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</u></font></p>

<p align="center"><font size="5" face="CG Times"><b>TAYLOR
DEVICES, INC.</b></font></p>

<p align="center"><font size="1" face="CG Times"><i>(Exact name
of registrant as specified in its charter)</i></font></p>

<table border="0" cellpadding="24" cellspacing="0" width="672">
    <tr>
        <td valign="top" width="50%"><p align="center"><font
        face="CG Times"><b>New&nbsp;York</b></font></p>
        <p align="center"><font size="1" face="CG Times"><i>(State
        or other jurisdiction</i></font></p>
        <p align="center"><font size="1" face="CG Times"><i>of
        incorporation or organization)</i></font></p>
        </td>
        <td valign="top" width="50%"><p align="center"><font
        face="CG Times"><b>16-0797789</b></font></p>
        <p align="center"><font size="1" face="CG Times"><i>(I.R.S.
        Employer Identification No.)</i></font></p>
        </td>
    </tr>
</table>

<p align="center"><font size="2" face="CG Times"><b>90&nbsp;Taylor
Drive</b></font></p>

<p align="center"><font size="2" face="CG Times"><b>North
Tonawanda, New&nbsp;York 14120-0748</b></font></p>

<p align="center"><font size="2" face="CG Times"><b>(716)
694-0800</b></font></p>

<p align="center"><font size="1" face="CG Times"><i>(Address,
including zip code, and telephone number, including area code, of
registrant&#146;s principal executive offices)</i></font></p>

<p align="center"><font face="CG Times"><u>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</u></font></p>

<p align="center"><font face="CG Times"><b>2001 TAYLOR DEVICES,
INC. STOCK OPTION PLAN</b></font></p>

<p align="center"><font size="1" face="CG Times"><i>(Full title
of the plan)</i></font></p>

<p align="center"><font face="CG Times"><u>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</u></font></p>

<p align="center"><font size="2" face="CG Times"><b>SANDRA&nbsp;S.
O&#146;LOUGHLIN, ESQ.</b></font></p>

<p align="center"><font size="2" face="CG Times">Hiscock &amp;
Barclay, LLP</font></p>

<p align="center"><font size="2" face="CG Times">50 Fountain
Plaza</font></p>

<p align="center"><font size="2" face="CG Times">Buffalo,
New&nbsp;York 14202-2291</font></p>

<p align="center"><font size="2" face="CG Times">Telephone (716)
856-0911</font></p>

<p align="center"><font size="1" face="CG Times"><i>(Name,
address and telephone number, including area code, of agent for
service)</i></font></p>

<p align="center"><font size="2" face="CG Times"><b>Calculation
of Registration Fee</b></font></p>

<table border="1" cellpadding="8" width="623">
    <tr>
        <td valign="top" width="20%"><p align="center"><font
        size="1" face="CG Times">Title of securities to be
        registered</font></p>
        </td>
        <td valign="top" width="19%"><p align="center"><font
        size="1" face="CG Times">Amount to be</font></p>
        <p align="center"><font size="1" face="CG Times">registered</font></p>
        </td>
        <td valign="top" width="21%"><p align="center"><font
        size="1" face="CG Times">Proposed maximum</font></p>
        <p align="center"><font size="1" face="CG Times">offering
        price per</font></p>
        <p align="center"><font size="1" face="CG Times">share <sup>(1)</sup></font></p>
        </td>
        <td valign="top" width="21%"><p align="center"><font
        size="1" face="CG Times">Proposed maximum</font></p>
        <p align="center"><font size="1" face="CG Times">aggregate
        offering</font></p>
        <p align="center"><font size="1" face="CG Times">price <sup>(1)</sup></font></p>
        </td>
        <td valign="top" width="19%"><p align="center"><font
        size="1" face="CG Times">Amount of</font></p>
        <p align="center"><font size="1" face="CG Times">Registration
        Fee</font></p>
        </td>
    </tr>
    <tr>
        <td valign="top" width="20%"><font size="1"
        face="CG Times">Common Stock, $.025 par value</font></td>
        <td valign="top" width="19%"><p align="center"><font
        size="1" face="CG Times">135,000 Shares</font></p>
        </td>
        <td valign="top" width="21%"><p align="center"><font
        size="1" face="CG Times">$7.580</font></p>
        </td>
        <td valign="top" width="21%"><p align="center"><font
        size="1" face="CG Times">$1,023,300</font></p>
        </td>
        <td valign="top" width="19%"><p align="center"><font
        size="1" face="CG Times">$244.57</font></p>
        </td>
    </tr>
</table>

<p><font size="1" face="CG Times"><sup>(1)</sup>Estimated
pursuant to Rule 457 solely for the purpose of calculating the
registration fee. The price per share is estimated to be $7.580
based on the average of the high and low prices of the Common
Stock reported in the consolidated reporting system as of
December 18, 2001, and reported by the NASDAQ System for NASDAQ
SmallCap Issues.</font></p>

<p>&nbsp;</p>

<p>&nbsp;</p>

<p>&nbsp;</p>

<p align="center"><font size="5"><b>PROSPECTUS</b></font></p>

<p align="center"><font size="5"><b>TAYLOR DEVICES, INC.</b></font></p>

<p align="center"><b>Common Shares</b></p>

<p align="center"><b>Par Value $.025 Per Share</b></p>

<p align="center"><b>_____________________</b></p>

<p align="center"><b>2001 Taylor Devices, Inc.</b></p>

<p align="center"><b>Stock Option Plan</b></p>

<p align="center"><b>_____________________</b></p>

<p>The Common Shares, par value $.025 per share, of Taylor
Devices, Inc. (the &quot;Company&quot;) offered hereby are those
shares to be purchased from time to time by exercise of employee
stock options (&quot;Options&quot;) granted under the 2001 Taylor
Devices, Inc. Stock Option Plan (the &quot;Plan&quot;).</p>

<p>Options under the Plan are or will be granted as set forth
herein to eligible employees and directors of the Company and its
subsidiaries.</p>

<p>THE SECURITIES AND EXCHANGE COMMISSION HAS NOT APPROVED OR
DISAPPROVED THESE SECURITIES OR PASSED UPON THE ADEQUACY OF THIS
PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL
OFFENSE.</p>

<p align="center"><b>_____________________</b></p>

<p><b>Neither delivery of this Prospectus nor any sale made
hereunder shall, under any circumstances, create any implication
that there has been no change in the affairs of Taylor Devices,
Inc. since the date hereof or the dates as of which information
is set forth herein.</b></p>

<p align="center"><b>_____________________</b></p>

<p><b>This document constitutes part of a Prospectus covering
securities that have been registered under the Securities Act of
1933.</b></p>

<p align="center"><b>_____________________</b></p>

<p>&nbsp;</p>

<p align="center">The date of this Prospectus is December 21,
2001</p>

<p align="center">1</p>

<p>&nbsp;</p>

<p>&nbsp;</p>

<p>&nbsp;</p>

<p align="center"><b><u>TABLE OF CONTENTS</u></b></p>

<table border="0" cellpadding="7" cellspacing="0" width="638">
    <tr>
        <td valign="top" colspan="4" width="91%" height="25"><b>PRELIMINARY
        INFORMATION</b></td>
        <td valign="top" width="9%" height="25"><p align="right"><b><u>Page</u></b></p>
        <p align="right">2</p>
        </td>
    </tr>
    <tr>
        <td valign="top" width="8%">&nbsp;</td>
        <td valign="top" colspan="3" width="84%">Information
        Required in the Section 10(a) Prospectus</td>
        <td valign="top" width="9%"><p align="right">2</p>
        </td>
    </tr>
    <tr>
        <td valign="top" width="8%">&nbsp;</td>
        <td valign="top" colspan="3" width="84%">Filings with the
        Securities and Exchange Commission</td>
        <td valign="top" width="9%"><p align="right">2</p>
        </td>
    </tr>
    <tr>
        <td valign="top" width="8%">&nbsp;</td>
        <td valign="top" colspan="3" width="84%">Documents
        Incorporated by Reference</td>
        <td valign="top" width="9%"><p align="right">3</p>
        </td>
    </tr>
    <tr>
        <td valign="top" width="8%">&nbsp;</td>
        <td valign="top" colspan="3" width="84%">Company
        Information and Plan Annual Information</td>
        <td valign="top" width="9%"><p align="right">3</p>
        </td>
    </tr>
    <tr>
        <td valign="top" width="8%">&nbsp;</td>
        <td valign="top" colspan="3" width="84%">&nbsp;</td>
        <td valign="top" width="9%">&nbsp;</td>
    </tr>
    <tr>
        <td valign="top" colspan="4" width="91%"><b>PLAN
        INFORMATION</b></td>
        <td valign="top" width="9%"><p align="right">4</p>
        </td>
    </tr>
    <tr>
        <td valign="top" colspan="2" width="9%">&nbsp;</td>
        <td valign="top" colspan="2" width="83%">General Plan
        Information</td>
        <td valign="top" width="9%"><p align="right">4</p>
        </td>
    </tr>
    <tr>
        <td valign="top" colspan="2" width="9%">&nbsp;</td>
        <td valign="top" colspan="2" width="83%">Securities to Be
        Offered</td>
        <td valign="top" width="9%"><p align="right">4</p>
        </td>
    </tr>
    <tr>
        <td valign="top" colspan="2" width="9%">&nbsp;</td>
        <td valign="top" colspan="2" width="83%">Employees Who
        May Participate in the Plan</td>
        <td valign="top" width="9%"><p align="right">4</p>
        </td>
    </tr>
    <tr>
        <td valign="top" colspan="2" width="9%">&nbsp;</td>
        <td valign="top" width="8%">&nbsp;</td>
        <td valign="top" width="74%"><i>Key Employees Who Are not
        Directors</i></td>
        <td valign="top" width="9%"><p align="right">4</p>
        </td>
    </tr>
    <tr>
        <td valign="top" colspan="2" width="9%">&nbsp;</td>
        <td valign="top" width="8%">&nbsp;</td>
        <td valign="top" width="74%"><i>Directors</i></td>
        <td valign="top" width="9%"><p align="right">5</p>
        </td>
    </tr>
    <tr>
        <td valign="top" colspan="2" width="9%">&nbsp;</td>
        <td valign="top" colspan="2" width="83%">Exercise of
        Options</td>
        <td valign="top" width="9%"><p align="right">5</p>
        </td>
    </tr>
    <tr>
        <td valign="top" colspan="2" width="9%">&nbsp;</td>
        <td valign="top" width="8%">&nbsp;</td>
        <td valign="top" width="74%">Determination of Fair Market
        Value</td>
        <td valign="top" width="9%"><p align="right">7</p>
        </td>
    </tr>
    <tr>
        <td valign="top" colspan="2" width="9%">&nbsp;</td>
        <td valign="top" colspan="2" width="83%">Resale
        Restrictions</td>
        <td valign="top" width="9%"><p align="right">7</p>
        </td>
    </tr>
    <tr>
        <td valign="top" colspan="2" width="9%">&nbsp;</td>
        <td valign="top" colspan="2" width="83%">Tax Effects of
        Plan Participation</td>
        <td valign="top" width="9%"><p align="right">7</p>
        </td>
    </tr>
    <tr>
        <td valign="top" colspan="2" width="9%">&nbsp;</td>
        <td valign="top" width="8%">&nbsp;</td>
        <td valign="top" width="74%"><i>Incentive Stock Options</i></td>
        <td valign="top" width="9%"><p align="right">8</p>
        </td>
    </tr>
    <tr>
        <td valign="top" colspan="2" width="9%">&nbsp;</td>
        <td valign="top" width="8%">&nbsp;</td>
        <td valign="top" width="74%"><i>Non-Qualified Stock
        Options</i></td>
        <td valign="top" width="9%"><p align="right">9</p>
        </td>
    </tr>
    <tr>
        <td valign="top" colspan="2" width="9%">&nbsp;</td>
        <td valign="top" width="8%">&nbsp;</td>
        <td valign="top" width="74%"><i>Gain and Loss</i></td>
        <td valign="top" width="9%"><p align="right">9</p>
        </td>
    </tr>
    <tr>
        <td valign="top" colspan="2" width="9%">&nbsp;</td>
        <td valign="top" width="8%">&nbsp;</td>
        <td valign="top" width="74%"><i>General</i></td>
        <td valign="top" width="9%"><p align="right">9</p>
        </td>
    </tr>
    <tr>
        <td valign="top" colspan="2" width="9%">&nbsp;</td>
        <td valign="top" colspan="2" width="83%">Accounting
        Treatment</td>
        <td valign="top" width="9%"><p align="right">10</p>
        </td>
    </tr>
    <tr>
        <td valign="top" colspan="2" width="9%">&nbsp;</td>
        <td valign="top" colspan="2" width="83%">Investment of
        Funds</td>
        <td valign="top" width="9%"><p align="right">10</p>
        </td>
    </tr>
    <tr>
        <td valign="top" colspan="2" width="9%">&nbsp;</td>
        <td valign="top" colspan="2" width="83%">Withdrawal from
        the Plan</td>
        <td valign="top" width="9%"><p align="right">10</p>
        </td>
    </tr>
    <tr>
        <td valign="top" colspan="2" width="9%">&nbsp;</td>
        <td valign="top" colspan="2" width="83%">Termination,
        Forfeitures and Penalties</td>
        <td valign="top" width="9%"><p align="right">10</p>
        </td>
    </tr>
    <tr>
        <td valign="top" colspan="2" width="9%">&nbsp;</td>
        <td valign="top" colspan="2" width="83%">Amendment of
        Plan</td>
        <td valign="top" width="9%"><p align="right">10</p>
        </td>
    </tr>
    <tr>
        <td valign="top" colspan="2" width="9%">&nbsp;</td>
        <td valign="top" colspan="2" width="83%">&nbsp;</td>
        <td valign="top" width="9%">&nbsp;</td>
    </tr>
    <tr>
        <td valign="top" colspan="4" width="91%">Attachments to
        the Prospectus:</td>
        <td valign="top" width="9%">&nbsp;</td>
    </tr>
    <tr>
        <td valign="top" colspan="2" width="9%">&nbsp;</td>
        <td valign="top" colspan="2" width="83%">A. 2001 Taylor
        Devices, Inc. Stock Option Plan</td>
        <td valign="top" width="9%">&nbsp;</td>
    </tr>
    <tr>
        <td valign="top" colspan="2" width="9%">&nbsp;</td>
        <td valign="top" colspan="2" width="83%">B. Form of Stock
        Option Agreement</td>
        <td valign="top" width="9%">&nbsp;</td>
    </tr>
</table>

<p>&nbsp;</p>

<p align="center">&nbsp;</p>

<p align="center"><font size="4"><b>PRELIMINARY INFORMATION</b></font></p>

<p><b>Information Required in the Section 10(a) Prospectus</b></p>

<p>No person is authorized to give any information or to make any
representation not contained in this Prospectus in connection
with the matters described in this Prospectus, and if given or
made, such information or representation must not be relied upon.
This Prospectus does not constitute an offer to sell or a
solicitation for an offer to purchase, any securities other than
the securities covered by this Prospectus, by the Company, or any
other person, to any person to whom it is unlawful to make such
offer. Neither the delivery of this Prospectus nor any
distribution of the securities made under this Prospectus shall,
under any circumstances, create an implication that there has
been no change in the affairs of the Company or in the
information set forth herein since the date of this Prospectus.</p>

<p><b>Filings with the Securities and Exchange Commission</b></p>

<p>The Company has filed with the Securities and Exchange
Commission (the &quot;Commission&quot;) a Registration Statement
on Form S-8 (the &quot;Registration Statement&quot;, which term
encompasses all amendments, exhibits, annexes, and schedules
thereto) under the Securities Act of 1933 (the &quot;Securities
Act&quot;) with respect to the Common Stock, par value $.025 per
share, of the Company (the &quot;Common Shares&quot;) registered
hereby. This Prospectus, which constitutes a part of the
Registration Statement, does not contain all the information set
forth in the Registration Statement and the amendments, exhibits,
annexes, and schedules thereto, to which reference is hereby
made. Statements made in this Prospectus as to the contents of
any contract, agreement, or other document referred to are not
necessarily complete. With respect to each such contract,
agreement, or other document filed as an exhibit to the
Registration Statement and the exhibits thereto, reference is
hereby made to the exhibit for a more complete description of the
matter involved, and each statement made herein shall be deemed
qualified in its entirety by such reference.</p>

<p>The Company is subject to the informational and reporting
requirements of the Securities Exchange Act of 1934 (the
&quot;Exchange Act&quot;), and in accordance therewith the
Company files periodic reports, proxy and information statements,
and other information with the Commission. The Registration
Statement and the exhibits thereto filed by the Company with the
Commission, as well as such reports, proxy and information
statements and other information filed by the Company with the
Commission, may be inspected and copied at the public reference
facilities maintained by the Commission at Room 1024, Judiciary
Plaza, 450&nbsp;Fifth Street, N.W., Washington, D.C. 20549; or at
a regional office of the Commission, such as 223 Broadway, New
York, New York 10279, and The Citicorp Center, 500&nbsp;West
Madison Street, Suite&nbsp;1400, Chicago, Illinois 60661; or on
the EDGAR system at the Commission's web site at www.sec.gov. Copies of such
material may also be obtained by mail at prescribed rates from
the Public Reference Section of the Commission at 450&nbsp;Fifth
Street, N.W., Washington, D.C. 20549.</p>

<p align="center">2</p>

<p align="center">&nbsp;</p>

<p><b>Documents Incorporated by Reference</b></p>

<p>The following documents or portions thereof filed by the
Company with the Commission are hereby incorporated by reference
in this Prospectus:</p>

<p>(a) the Company&#146;s latest annual report filed pursuant to
Section&nbsp;13(a) or 15(d) of the Exchange Act; and</p>

<p>(b) all other reports filed by the Company pursuant to
Section&nbsp;13(a) or 15(d) of the Exchange Act since the end of
the fiscal year covered by the annual report referred to in (a)
above.</p>

<p>In addition to the above items, all reports and definitive
proxy statements filed pursuant to Sections 13(a), 13(c), 14, or
15(d) of the Exchange Act subsequent to the date of this
Prospectus, and prior to the filing with the Commission of a
post-effective amendment to the Registration Statement which
indicates that all Stock Options and Common Shares subject to the
Plan have been sold or which deregisters all such Stock Options
and Common Shares then remaining unsold, shall be deemed to be
incorporated by reference into this Prospectus and to be made a
part hereof from the date of filing of such documents. Any
statement contained herein, or in a document incorporated or
deemed to be incorporated by reference herein, shall be deemed to
be modified or superseded for purposes of this Prospectus to the
extent that a statement contained herein, or in any subsequently
filed document which also is or is deemed to be incorporated by
reference herein modifies or supersedes such statement. Any such
statement so modified or superseded shall not be deemed, except
as so modified or superseded, to constitute a part of this
Prospectus.</p>

<p><b>Company Information and Plan Annual Information</b></p>

<p>Participants in the Plan can obtain additional information
about the Company, and the Plan and its administrators, as well
as copies of the documents set forth above without charge, upon
written or oral request, to Kathleen Nicosia, Shareholder
Relations Manager, Taylor Devices, Inc., 90&nbsp;Taylor Drive,
North Tonawanda, New&nbsp;York 14120, or by telephone at (716)
694-0800.</p>

<p align="center">3</p>

<p align="center">&nbsp;</p>

<p align="center">&nbsp;</p>

<p align="center"><font size="4"><b>PLAN INFORMATION</b></font></p>

<p><b>General Plan Information</b></p>

<p>The Plan provides for the grant of Options to certain
employees of the Company and of any subsidiary, the majority of
the voting stock of which is owned, directly or indirectly, by
the Company (&quot;Subsidiary&quot;), as well as to the
Company&#146;s Directors. The employees will be selected by the
Compensation Committee comprised of two or more Directors who are
appointed by the Board of Directors, selected from those
Directors who are not employees of the Company or any Subsidiary<b>
</b>(&quot;Committee&quot;). On the date of this Prospectus, the
Committee consists of Messrs.&nbsp;Randall L. Clark,
Joseph&nbsp;P. Gastel and Donald&nbsp;B. Hofmar. Committee
members are eligible to participate in the Plan on a restricted
basis pursuant to a predetermined formula.</p>

<p>The purpose of the Plan is to provide for the grant of Options
to employees who are largely responsible for the management,
growth and protection of the Company&#146;s business, who are
making, and can continue to make, substantial contributions to
the success of the Company, and who thereby may be encouraged to
acquire a larger ownership interest in the Company. The Board of
Directors believe that by so doing, these employees will increase
their proprietary interest in the Company, will be provided with
greater incentive for their continued employment, and will
promote the interests of the Company and all its shareholders.</p>

<p>The Plan is not subject to the provisions of the Employee
Retirement Income Security Act of 1974<b> </b>(&quot;ERISA&quot;).</p>

<p><b>Securities to Be Offered</b></p>

<p>At the time of granting the Option, the Committee may
designate an Option as either an Incentive Stock Option
(&quot;Incentive Stock Option&quot;) intended to qualify under
Section&nbsp;422 of the Internal Revenue Code of 1986, as amended
(the &quot;Code&quot;), or an Option not intended to qualify
under the Code <b>(</b>&quot;Non-Qualified Stock Option&quot;<b>)</b>
(collectively, &quot;Options&quot;), or any combination thereof.
Any combination or portion of a grant of Options that is not
designated as Incentive Stock Options shall be Non-Qualified
Stock Options. As used with respect to any particular Option,
&quot;Grant Date&quot; means the date as of which such Option is
granted by the Board or the Committee pursuant to the Plan. </p>

<p><b>Employees Who May Participate in the Plan</b></p>

<p><i>Key Employees Who Are not Directors.</i> The Committee may
from time to time, subject to the provisions of the Plan, grant
Options, which may be to key employees of the Company or of a
Subsidiary who are not Directors. The Committee may designate any
Option granted as either an Incentive Stock Option or a
Non-Qualified Stock Option, or the Committee may designate a
portion of the Option as an Incentive Stock Option and the
remaining portion as a Non-Qualified Stock Option. </p>

<p align="center">4</p>

<p><i>Directors.</i> On April 18 of each year that the Plan is in
effect, commencing April 18, 2002, Incentive Stock Options to
purchase 5,000 Common Shares will be granted to each
employee-Director, and Non-Qualified Stock Options to purchase
5,000 Common Shares will be granted to each non-employee
Director. Such Options shall vest and be exercisable immediately
and expire not later than 10 years after the Grant Date; <i>provided
however,</i> that any Option designated as an Incentive Stock
Option granted to a more than 10% shareholder shall terminate not
later than five years after the Grant Date. No additional Options
may be granted to such individuals, absent an amendment to the
Plan. If the President of the Company determines, in his sole
discretion, that on such date that the Company is in possession
of material non-public information concerning the Company&#146;s
business, the grant shall be delayed until the third day
following publication of such information or the date of the
event which renders such information immaterial. </p>

<p>No preemptive rights are applicable to the Common Shares
covered by the Plan. </p>

<p><b>Exercise of Options</b></p>

<p>A person electing to exercise an Option shall give written
notice to the Company, in such form as the Committee shall have
prescribed or approved, of such election and of the number of
Common Shares he or she has elected to purchase and shall at the
time of exercise tender the full purchase price of any shares he
or she has elected to purchase. The purchase price upon the
exercise of an Option shall be paid in full in cash; <i>provided
however,</i> that in lieu of cash, with the approval of the
Committee at or prior to exercise, an Optionee may exercise his
or her Option by tendering to the Company Common Shares owned by
him or her and having a fair market value equal to the cash
exercise price applicable to his or her Option, with the then
fair market value of such Common Shares to be determined in the
manner described below. If, however, an Optionee pays the Option
exercise price of a Non-Qualified Stock Option in whole or in
part in the form of unrestricted Common Shares already owned by
such Optionee, the Company may require that the Optionee have
owned the Common Shares for a period of time that would not cause
the exercise to create a charge to the Company&#146;s earnings.
Such provisions may be used by the Company to prevent a pyramid
exercise.</p>

<p>As conditions to exercising an Option, the holder must
(1)&nbsp;arrange to pay the Company any amount required to be
withheld under any tax law on the account of the exercise, and
(2) in the case of an Incentive Stock Option, agree to notify the
Company of any disqualifying disposition (as defined in Section
421 of the Code) of the Common Shares acquired upon the exercise
and agree to pay the Company any amount required to be withheld
under any tax law on account of the disposition. Any payment on
account of withholding taxes shall be made in a form acceptable
to the Committee.</p>

<p>A person may, in accordance with other provisions of the Plan,
elect to exercise Options in any order, notwithstanding the fact
that Options granted to him or her prior to the grant of the
Options selected for exercise are unexpired.</p>

<p align="center">5</p>

<p align="center">&nbsp;</p>

<p>An Optionee shall have no rights as a shareholder with respect
to any Common Shares covered by his or her Option until the date
a stock certificate is issued evidencing ownership of such Common
Shares. No adjustment shall be made for dividends (ordinary or
extraordinary) whether in cash, securities, or other property, or
distributions or other rights for which the record date is prior
to the date such Stock Certificate is issued, except for changes
in capitalization of the Company.</p>

<p>Common Shares offered under the Plan shall be either
authorized but unissued Common Shares or Common Shares reacquired
by the Company, including Common Shares purchased in the open
market. Should any outstanding Option expire or be terminated,
Common Shares allocable to the unexercised portion of such Option
may again be made subject to Option under the Plan</p>

<p>Options shall not be exercisable in whole or in part if at any
time the Board of Directors or the Committee determines in its
discretion that the listing, registration, or qualification of
the Common Shares subject to such Options on any securities
exchange or under any applicable law, or the consent or approval
of any governmental regulatory body, is necessary or desirable as
a condition or, or in connection with, the granting of the
Options, or the issuance of Common Shares unless the listing,
registration, qualification, consent, or approval is effected or
obtained free of any conditions not acceptable to the Board.</p>

<p>To the extent that the aggregate fair market value, determined
as of the Grant Date, of Common Stock with respect to which
Options are exercisable for the first time by any Optionee during
any calendar year (under all plans of the Company and its
Subsidiaries) exceeds one hundred thousand dollars ($100,000),
the Options or portions thereof which exceed such limit,
according to the order in which such Options are granted, shall
be treated as Non-Qualified Stock Options.</p>

<p>If the Board of Directors or the Committee, as the case may
be, determines that a registration statement under the Securities
Act with respect to the Common Shares issuable upon exercise of
any Options is not in effect at the time of exercise, as a
condition of the issuance of such Common Shares, the person
exercising such Options shall give the Committee a written
statement, satisfactory in form and substance to the Committee,
that he or she is acquiring the Common Shares for his or her own
account for investment purposes, and not with a view toward
disposition. The Company may place upon any stock certificate for
Common Shares issuable upon exercise of Options a legend to
prevent disposition of such Common Shares in violation of the
Securities Act or other applicable law. </p>

<p align="center">6</p>

<p align="center">&nbsp;</p>

<p><strong>Determination of Fair Market Value</strong></p>

<p>For purposes of the Plan, &quot;fair market value&quot; is the
mean between the high and low prices for a share of Common Stock,
as quoted by the National Association of Securities Dealers
Automated Quotation System (&quot;NASDAQ&quot;) for the Grant
Date; if there is only one price quoted for the day of grant,
then the fair market value shall be such price; and if no such
price is quoted for the Grant Date, then the fair market value
shall be the previous closing price. In the event that no
previous closing price is available, then the fair market value
of one Common Share on the Grant Date shall be determined by the
Committee or by the Board of Directors. </p>

<p>The Option price shall be 100% of the fair market value of
each Common Share on the date the Option is granted. If an
Incentive Stock Option is granted to an individual owning
(directly or indirectly) more than 10% of the total combined
voting power of outstanding Common Shares and Common Shares of
any Subsidiary, the purchase price per share shall be 110% of the
fair market value (and the Option shall not be exercisable more
than five years from the Grant Date). </p>

<p><b>Resale Restrictions</b></p>

<p>No Option is assignable or transferable, other than by will or
the laws of descent and distribution; and during the lifetime of
the Optionee, the Option shall be exercisable only by the
Optionee.</p>

<p>Common Shares purchased upon the exercise of Options will be
freely transferable under the Securities Act, except for Common
Shares issued to any person who may be deemed to be an
&quot;affiliate&quot; of the Company, as defined in Rule 144 of
the Commission under the Securities Act, on the date of transfer
by such person. Persons who may be affiliates of the Company
generally include individuals and entities that control, are
controlled by, or are under common control with, the Company, and
may include principal shareholders, members of the Board of
Directors, and executive officers of the Company, of Tayco
Developments, Inc., and of Tayco Realty Corporation. Affiliates
may not sell Common Shares, except pursuant to an effective
registration statement under the Securities Act which covers such
sale, or in compliance with Rule 144, or another applicable
exemption from the registration requirements of the Securities
Act.</p>

<p>Common Shares acquired by persons subject to
Section&nbsp;16(b) of the Exchange Act (<b>&quot;</b>Reporting
Persons&quot;) upon the exercise of an Option shall not be sold
or transferred until at least 6 months after the Grant Date.</p>

<p><b>Tax Effects of Plan Participation</b></p>

<p>The Company is advised by counsel that, under the present
provisions of the Code and the regulations thereunder, the
federal income tax treatment of Options under the Plan will
depend upon whether the Option is (1) an Incentive Stock Option
intended to qualify under Section 422 of the Code or (2) a
Non-Qualified Stock Option (all other options).</p>

<p align="center">7</p>

<p align="center">&nbsp;</p>

<p>The federal income tax consequences described herein are based
on laws and regulations in effect on July 20, 2001, and there is
no assurance that the laws and regulations will not change in the
future and affect the tax consequences of the matters discussed
in this section. Optionees also may be subject to additional
taxes under state tax laws which may differ from the applicable
federal income tax laws described in this section.</p>

<p><i>Incentive Stock Options</i>. </p>

<p>Generally, no taxable ordinary income is recognized by an
employee upon the exercise of an Incentive Stock Option. If
Common Shares acquired pursuant to the exercise of an Incentive
Stock Option are held by the employee for at least two years from
the Grant Date and at least one year from the date the Common
Shares are transferred to that employee, and, if that employee
remains employed by the Company at all times from the Grant Date
until three months before the date of exercise (or one year
before the date of exercise in the case of a disabled employee or
three months before death in the case of a deceased employee),
the employee will not recognize income for regular tax purposes
upon the exercise of the Option. Exercise may result in
recognition of income for alternative minimum tax purposes.
Beginning January&nbsp;1, 2003, upon the exercise of an Incentive
Stock Option, the difference between the fair market value and
the exercise price may constitute taxable wages under the Federal
Insurance Contribution Act (FICA) and Federal Unemployment Tax
Act (FUTA).</p>

<p>Upon the later disposition of the Common Shares, the employee
will recognize long-term capital gain or loss equal to the
difference between the sales price and the purchase price. Under
these circumstances, the Company will not receive a tax deduction
at the time of either exercise or disposition. If the Common
Shares acquired pursuant to the exercise of an Incentive Stock
Option are not held by the employee for the time periods
indicated above or otherwise fail to qualify, the Option will be
treated as a Non-Qualified Stock Option and the disposition will
be subject to the income tax treatment described below under
&quot;Non-Qualified Stock Options&quot;.</p>

<p>The Committee may, in its discretion, grant Options that
expire later than three months after termination of employment.
Options exercised later than three months after termination of
employment (except in the case of disability of the employee or
death of the employee within three months of termination, in
which case the applicable period is one year) will be treated for
income tax purposes as Non-Qualified Stock Options.</p>

<p>The amount by which the fair market value of the Common Shares
on the exercise date of an Incentive Stock Option exceeds the
purchase price will be an item of &quot;tax preference&quot; for
purposes of the federal alternative minimum tax provisions of the
Code.</p>

<p align="center">8</p>

<p><i>Non-Qualified Stock Options</i>.</p>

<p>Unlike an Incentive Stock Option, the exercise of a
Non-Qualified Stock Option results in the recognition of income
for tax purposes which is subject to income tax withholding and
may be subject to FICA tax withholding. However, the exercise of
a Non-Qualified Stock Option does not result in an item of
&quot;tax preference&quot; for purposes of the federal
alternative minimum income tax.</p>

<p>Upon exercise of a Non-Qualified Stock Option, an Optionee,
other than a person subject to Section 16(b) of the Securities
Exchange Act of 1934 (&quot;Reporting Person&quot;), will
recognize compensation, taxable as ordinary income, in an amount
equal to the excess of the fair market value of the Common Shares
over the purchase price on the date of exercise.</p>

<p>An Optionee&#146;s tax basis in Common Shares received upon
exercise of Options will generally be any purchase price paid
plus the amount of taxable compensation recognized.</p>

<p>In general, the Company will be entitled to a deduction
(subject to any general limitations) in connection with awards
under the Plan only at such time, and in such amount as Optionees
recognize ordinary income in connection with the awards. Thus, in
the case of an Incentive Stock Option, assuming there is no
disqualifying disposition, the Company will not be entitled to a
deduction because the Optionees will not recognize ordinary
income. When exercise of a Non-Qualified Stock Option results in
ordinary income to the Optionee, the Company will be entitled to
claim the available deduction. The Code requires satisfaction of
the applicable reporting requirements as a condition to the
Company&#146;s claiming its deduction.</p>

<p><i>Gain and Loss. </i></p>

<p>If Common Shares acquired through the exercise of a
Non-Qualified Stock Option are sold, the Optionee will generally
recognize capital gain (or loss) equal to the amount by which the
proceeds of sale exceed (or are less than) the Optionee&#146;s
basis in the Common Shares. The gain (or loss) will be long term
if the Common Shares acquired under the 2001 Plan have been held
for more than 12 months. If an Optionee pays part or all of the
exercise price of a Non-Qualified Stock Option by surrendering
previously acquired Common Shares, then such Optionee&#146;s tax
basis (and capital gains holding period) in the surrendered
shares carries over to an equivalent number of shares purchased
by exercise of the Option. If the Optionee uses stock previously
acquired as Incentive Stock Option stock for purposes of paying
for stock in a later exercise but prior to the expiration of the
required holding period for the Incentive Stock Option stock,
this will be treated as a disqualifying disposition for such
stock.</p>

<p><i>General</i>. The Common Shares to be issued or transferred
pursuant to the Plan will be common stock made available, at the
discretion of the Board of Directors of the Company, either from
authorized but unissued shares, or from shares reacquired by the
Company, including shares purchased on the open market. </p>

<p align="center">9</p>

<p><b>Accounting Treatment</b></p>

<p>Under the Plan, neither the grant nor exercise of an Option
results in a charge against earnings.</p>

<p><b>Investment of Funds</b></p>

<p>The cash proceeds to be received by the Company upon exercise
of the Options will be used for general corporate purposes.</p>

<p><b>Withdrawal from the Plan</b></p>

<p>Withdrawal from the Plan occurs only upon termination of
employment as set forth in the Plan. However, the Committee is
under no obligation to continue awarding Options to employees to
whom Options were previously awarded.</p>

<p><b>Termination, Forfeitures and Penalties</b></p>

<p>No Options may be granted under the Plan after
November&nbsp;2, 2006. Options granted under the 2001 Plan shall
terminate on the date determined by the Committee and specified
in the option agreement which will accompany each grant of an
Option, but, in any event, not later than 10 years after the
Grant Date. An Option held by an individual whose employment is
terminated shall terminate (1) if the Optionee&#146;s employment
is terminated due to becoming permanently and totally disabled,
one year after the date of termination of employment (in the case
of Incentive Stock Options) and upon the expiration date (in the
case of Non-Qualified Stock Options); (2) if the Optionee&#146;s
employment is terminated due to death or death occurs within
three months after termination of employment (a) in the case of
an Incentive Stock Option, one year after the date of termination
of employment, and (b) in the case of a Non-Qualified Option,
within one year from the date of the Optionee&#146;s death; (3)
immediately, if employment is terminated for cause, unless some
other expiration date is fixed by the Committee; or (4) three
months after the date employment terminates for any other reason
in the case of Incentive Stock Options, or 18 months after the
date employment terminates, or such other date as the Committee
may fix in the case of Non-Qualified Stock Options. Whether an
authorized leave of absence for military or governmental service
constitutes termination of employment for purposes of the Plan
shall be determined by the Committee. In no event, however, shall
any Option be exercisable after its expiration date. </p>

<p>No Option granted under the Plan is assignable or
transferable, other than by will or the laws of descent and
distribution; during the lifetime of the Optionee, the Option
shall be exercisable only by the Optionee. From time to time, the
Committee may place additional limitations on the exercisability
of Options.</p>

<p><b>Amendment of Plan</b></p>

<p>The Board of Directors may at any time terminate, modify, or
suspend the Plan, provided that, without the approval of the
shareholders, no amendment or modification shall be made by the
Board which (1)&nbsp;increases the maximum number of shares for
which Options may be granted under the Plan, (2)&nbsp;alters the
method by which the Option price is determined, (3)&nbsp;extends
any Option for a period longer than 10 years after the Grant
Date, (4)&nbsp;materially modifies the eligibility requirements
for participation in the Plan, or (5)&nbsp;alters the amendment
provisions of the Plan to defeat its purpose. Further, no
amendment, modification, suspension, or termination of the Plan
shall in any manner affect any Option granted under the Plan
without the consent of the Optionee or any person validly
claiming under or through the Optionee.</p>

<p align="center">10</p>

<p>&nbsp;</p>

<p align="center"><b>PART II</b></p>

<p align="center"><b>INFORMATION REQUIRED IN REGISTRATION
STATEMENT</b></p>

<p align="center">(<font size="2">INFORMATION NOT REQUIRED IN THE
PROSPECTUS</font>)</p>

<p><b>Incorporation of certain documents by reference</b></p>

<p>The following documents are hereby incorporated by reference
in this Registration Statement:</p>

<p>(a) The Company&#146;s latest annual report filed pursuant to
Section&nbsp;13(a) or 15(d) of the Exchange Act; and</p>

<p>(b) All other reports filed by the Company pursuant to Section
13(a) or 15(d) of the Exchange Act since the end of the fiscal
year covered by the annual report referred to in (a) above.</p>

<p>All documents filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act, after the date
hereof and prior to the filing with the Commission of a
post-effective amendment which indicates that the securities
offered hereby have been sold or which deregisters the securities
covered hereby then remaining unsold, shall also be deemed to be
incorporated by reference into this Registration Statement and to
be a part hereof from the respective date of filing of such
documents.</p>

<p><b>Description of securities</b></p>

<p>Pursuant to the terms of the Plan, the Committee is authorized
to issue, upon exercise of the Options granted, Common Shares
either from authorized but unissued Common Stock, or from Common
Stock reacquired by the Company. The aggregate number of Common
Shares which may be distributed under the Plan shall not exceed
135,000, subject to proportional adjustment in the event of
changes in capitalization of the Company.</p>

<p>The Certificate of Incorporation authorizes the Company to
issue up to 8,000,000 shares of Common Stock, of which, as of the
date of this Prospectus, 2,826,791 shares of Common Stock are
issued and outstanding; 183,538 shares of Common Stock are held
in the Company&#146;s Treasury; 17,000 shares of Common Stock are
reserved under the 1998 Taylor Devices, Inc. Stock Option Plan;
31,390 shares of Common Stock are reserved for issuance under the
1999 Taylor Devices, Inc. Employees Stock Purchase Plan ; 135,000
shares of Common Stock are reserved for issuance under the 2001
Taylor Devices, Inc. Employee Stock Purchase Plan; and 135,000
Common Shares are reserved for issuance under the Plan. </p>

<p>Shares of Common Stock are entitled (a)&nbsp;to dividends when
and as declared by the Board of Directors, subject to any rights
of preferred stock of the Company that may be hereafter issued;
(b)&nbsp;to one vote per share on each matter properly submitted
to shareholders for their vote; and (c)&nbsp;to participate
ratably in the net assets of the Company in the event of
liquidation, subject to any prior rights of preferred stock of
the Company that may hereafter be issued. The Company is
currently restricted from issuing dividends under credit
arrangements with its lender. Outstanding shares of Common Stock
are fully paid and are not subject to further calls or
assessments. Holders of Common Stock do not have preemptive
rights.</p>

<p>The Certificate of Incorporation of the Company authorizes the
Board of Directors to issue up to 2,000,000 shares of preferred
stock, $.05 par value, with such rights and privileges, including
voting rights, as it may deem appropriate. Five thousand (5,000)
preferred shares have been designated by the Board of Directors
as &quot;Series A Junior Participating Preferred Stock&quot;
(&quot;Series A Stock&quot;) in connection with the issuance by
the Company of certain shareholder rights (&quot;Rights&quot;),
as more particularly described in the Rights Agreement between
the Company and Regan &amp; Associates, Inc., as Rights Agent,
dated October 5, 1998, attached as Exhibit 4 to the
Company&#146;s Registration Statement on Form 8-A filed with the
Commission on or about October 6, 1998 (&quot;Rights
Agreement&quot;). The Certificate of Amendment to the
Company&#146;s Certificate of Incorporation designating the
Series A Stock was filed by the New York Secretary of State on
October 9, 1998 (the &quot;Amendment&quot;).</p>

<p>In accordance with the Amendment and the Rights Agreement, the
Company declared a dividend of one Right for each outstanding
share of the Company&#146;s Common Stock, to shareholders of
record at the close of business on October 19, 1998 (the
&quot;Record Date&quot;). Each Right entitles the registered
holder to purchase from the Company a unit consisting of one
two-thousandths (1/2000<sup>th</sup>) of a share of Series A
Stock, at a purchase price of $5.00 per unit of 1/2000<sup>th</sup>
of a share, subject to adjustment. </p>

<p>Initially, the Rights are attached to all Common Stock
certificates representing shares then outstanding, and no
separate Rights Certificates will be distributed. A distribution
date will occur and the Rights will separate from the Common
Stock upon the earliest of (1) 10 days following a public
announcement that a person or group of affiliated or associated
persons (an &quot;Acquiring Person&quot;) has acquired, or
obtained the right to acquire, beneficial ownership of 30% or
more of the shares of Common Stock then outstanding; (2) 10
business days following the commencement of a tender offer or
exchange offer that would result in a person or group
beneficially owning 24% or more of such outstanding shares of
Common Stock (unless such tender offer or exchange offer is an
offer for all outstanding shares of Common Stock which a majority
of the unaffiliated Directors who are not officers of the Company
determine to be fair to and otherwise in the best interests of
the Company and its shareholders); and (3) the date the Board of
Directors declares a person to be an &quot;Adverse Person,&quot;
upon a determination by the Board that such Person, together with
his affiliates or associates, is or has become the beneficial
owner of 24% or more of the shares of Common Stock outstanding,
and upon a determination by at least a majority of the continuing
Directors who are not officers of the Company, after reasonable
inquiry and investigation, that (a) such beneficial ownership by
such person is intended to cause the Company to repurchase the
Common Stock beneficially owned by such person or to cause
pressure on the Company to take action or enter into a
transaction or series of transactions intended to provide such
person with short-term financial gain under circumstances where
such continuing Directors determine that the best long-term
interests of the Company and its shareholders would not be served
by taking such action or entering into such transactions or
series of transactions at that time; or (b) such beneficial
ownership is causing or reasonably likely to cause a material
adverse impact (including, but not limited to, impairment of
relationships with customers, impairment of the Company&#146;s
ability to maintain its competitive position or impairment of the
Company&#146;s business reputation or ability to deal with
governmental agencies) on the business or prospects of the
Company.</p>

<p>The power of the Board of Directors to issue preferred shares,
such as Series A Stock, may enable the Board of Directors to
prevent a change in control despite a shift in ownership of the
Common Shares. In addition, the Board of Directors&#146; power to
issue additional Common Shares may delay or deter a change in
control by increasing the number of Common Shares needed to gain
control. </p>

<p>In addition, under New&nbsp;York law, the Company cannot enter
into certain business combinations involving persons beneficially
owning 20% or more of the shares of Common Stock, unless the
Board of Directors has approved the business combination or the
stock acquisition by which the person&#146;s interest reached 20%
(&quot;Stock Acquisition&quot;) prior to the date of the Stock
Acquisition. This restriction applies for 5 years after the date
of the Stock Acquisition, and thereafter, the Company may enter
into a business combination with the interested person
(1)&nbsp;if the combination is approved by vote of the holders of
a majority of the Common Stock beneficially owned by
disinterested shareholders or (2)&nbsp;as part of the business
combination if the disinterested shareholders receive a price for
their Common Stock equal to or greater than the price determined
in accordance with a statutory formula intended to assure that
the shareholder will receive an equitable price in the business
combination. New&nbsp;York law also prevents the Company from
purchasing more than 10% of the shares of Common Stock for more
than their market value unless the purchase is approved by the
Board of Directors and by a majority vote of all outstanding
Common Stock, unless the offer to purchase is extended to all
shareholders, or unless the offer is for Common Stock the holder
has held for more than 2 years.</p>

<p>The Common Stock is listed on the NASDAQ SmallCap Issues
Market.</p>

<p><b>Indemnification of Directors and Officers</b></p>

<p>The Certificate of Incorporation of the Company eliminates or
limits the personal liability of the members of the
Company&#146;s Board of Directors to the fullest extent permitted
under the New&nbsp;York Business Corporation Law (the
&quot;BCL&quot;), providing that directors will not be liable to
the Company or its shareholders for monetary damages for breach
of fiduciary duty as a director, except to the extent required by
law. The BCL requires that a director be liable if a judgment or
other final disposition adverse to the director establishes that
(1)&nbsp;such director&#146;s acts or omissions were in bad faith
or involved intentional misconduct or knowing violation of law;
or (2) such director personally gained in fact a financial profit
or other advantage to which the director was not legally
entitled; or (3)&nbsp;the acts of such director violated
Section&nbsp;719 of the BCL. Section&nbsp;719 provides that,
unless a director performs the duties of a director in good faith
and with a degree of care which an ordinary prudent person in a
like position would use under similar circumstances, the director
may be liable for voting or concurring in the following corporate
actions; (a)&nbsp;the declaration of an illegal dividend;
(b)&nbsp;a corporation&#146;s repurchase of its own shares when
the repurchase is not authorized by New&nbsp;York law;
(c)&nbsp;the distribution of assets to shareholders after
dissolution of the corporation without adequately providing for
known liabilities of the corporation; and (d)&nbsp;a loan by a
corporation to any director unless the loan is authorized by a
vote of shareholders.</p>

<p>The Company&#146;s by-laws require the Company to indemnify
any person (including any director, officer or employee) to the
full extent permitted by law, who is made, or threatened to be
made, a party to any action or proceeding, whether criminal or
civil, by reason of the fact that such person is or was a
director or officer of the Company or serves or serves any other
corporation in any capacity at the request of the Company. </p>

<p>In 1996, the Company also entered into Indemnity Agreements
(each, an &quot;Indemnity Agreement&quot;) with certain of its
executive officers and directors (the &quot;Indemnitees&quot;) by
which the Company formally agreed to indemnify them in the event
that they, or any of them, is made a party to or is threatened to
be made a party to, or is otherwise involved in a proceeding
(other than a proceeding by or in the right of the Company to
procure a judgment in its favor), against all expenses,
liabilities, judgments, fines and penalties actually and
reasonably incurred by Indemnitee in connection with the defense
or settlement of such proceeding, but only if Indemnitee acted in
good faith and in a manner which he reasonably believed to be in
or not opposed to the best interests of the Company and, in the
case of a criminal proceeding, in addition, had no reasonable
cause to believe that his conduct was unlawful. </p>

<p>Under the Indemnity Agreement, no indemnification can be made
for (i)&nbsp;judgments, fines, penalties, or amounts paid in
settlement by or on behalf of Indemnitee; or (ii)&nbsp;other
expenses with respect to any claim, issue or matter as to which
Indemnitee shall have been adjudged to be liable to the Company,
unless and only to the extent that any court in which such
proceeding was brought determines upon application that, despite
any adjudication of liability but in view of all circumstances of
the case, Indemnitee is fairly and reasonably entitled to
indemnity for such judgments, fines, penalties, or expenses as
such court shall deem proper. The Indemnity Agreement also
excludes, among others, any right to payments made under any
insurance policy, or payments paid to an Indemnitee, otherwise
than pursuant to the Indemnity Agreement. </p>

<p>&nbsp;</p>

<p><font size="4"><b>Exhibits</b></font></p>

<table border="0" cellpadding="7" cellspacing="0" width="589">
    <tr>
        <td valign="top" width="26%"><p align="center"><u>Exhibit
        Number</u></p>
        </td>
        <td valign="top" width="44%"><p align="center"><u>Description</u></p>
        </td>
        <td valign="top" width="30%"><p align="right"><u>Page</u></p>
        </td>
    </tr>
    <tr>
        <td valign="top" width="26%"><p align="center"><font
        size="4">4.1</font></p>
        </td>
        <td valign="top" width="44%">2001 Taylor Devices, Inc.
        Stock Option Plan (incorporated by reference to Exhibit
        &quot;A&quot; to Taylor Devices, Inc. Proxy Statement
        dated September 27, 2001, Commission File
        No.&nbsp;0-3498). </td>
        <td valign="top" width="30%"><p align="right"><font
        size="4">22</font></p>
        </td>
    </tr>
    <tr>
        <td valign="top" width="26%"><p align="center"><font
        size="4">4.2</font></p>
        </td>
        <td valign="top" width="44%">Form of Stock Option
        Agreement.</td>
        <td valign="top" width="30%"><p align="right"><font
        size="4">23</font></p>
        </td>
    </tr>
    <tr>
        <td valign="top" width="26%"><p align="center"><font
        size="4">5</font></p>
        </td>
        <td valign="top" width="44%">Opinion of Hiscock &amp;
        Barclay, LLP regarding legality of common stock being
        registered. </td>
        <td valign="top" width="30%"><p align="right"><font
        size="4">29</font></p>
        </td>
    </tr>
    <tr>
        <td valign="top" width="26%"><p align="center"><font
        size="4">23.1</font></p>
        </td>
        <td valign="top" width="44%">Consent of Lumsden &amp;
        McCormick, LLP</td>
        <td valign="top" width="30%"><p align="right"><font
        size="4">31</font></p>
        </td>
    </tr>
    <tr>
        <td valign="top" width="26%"><p align="center"><font
        size="4">23.2</font></p>
        </td>
        <td valign="top" width="44%">Consent of Hiscock &amp;
        Barclay, LLP (included in their Opinion filed as Exhibit
        5).</td>
        <td valign="top" width="30%">&nbsp;</td>
    </tr>
</table>

<p>&nbsp;</p>

<p>&nbsp;</p>

<p>&nbsp;</p>

<p><b>Undertakings</b></p>

<p>1. The undersigned Company hereby undertakes:</p>

<blockquote>
    <p>(a) To file, during any period in which the Company offers
    or sells securities, a post-effective amendment to this
    Registration Statement, to include any additional or changed
    material information on the plan of distribution not
    previously disclosed in this Registration Statement.</p>
</blockquote>

<blockquote>
    <p>(b) That, for the purpose of determining any liability
    under the Securities Act, to treat each post-effective
    amendment as a new registration statement of the securities
    offered, and the offering of such securities at that time to
    be the initial <i>bona&nbsp;fide</i> offering.</p>
</blockquote>

<blockquote>
    <p>(c) To file a post-effective amendment to remove from
    registration any of the securities which remain unsold at the
    end of the offering.</p>
</blockquote>

<p>2. Insofar as indemnification for liabilities arising under
the Securities Act 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 Commission such indemnification is against
public policy as expressed in the Securities Act and is,
therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment
by the Company of expenses incurred or paid by a director,
officer or controlling person of the Company in the successful
defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the
securities being registered, the Company will, unless in the
opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the
question whether such indemnification by the Company is against
public policy as expressed in the Securities Act and will be
governed by the final adjudication of such issue.</p>

<p>&nbsp;</p>

<p align="center"><b>SIGNATURES</b></p>

<p>Pursuant to the requirements of the Securities Act of 1933,
the Company 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 North&nbsp;Tonawanda, State of New&nbsp;York, on the 21<sup>th</sup>
day of December, 2001</p>

<blockquote>
    <blockquote>
        <blockquote>
            <blockquote>
                <blockquote>
                    <blockquote>
                        <p>&nbsp;</p>
                        <p><b>TAYLOR DEVICES, INC.</b> </p>
                    </blockquote>
                </blockquote>
            </blockquote>
        </blockquote>
    </blockquote>
</blockquote>

<table border="0" cellpadding="7" cellspacing="0" width="638">
    <tr>
        <td valign="top" width="49%"><p align="right">By:</p>
        </td>
        <td valign="top" width="51%"><u>/s/Douglas P. Taylor</u><p>Douglas
        P. Taylor,</p>
        <p>President, Chief Executive Officer and Director</p>
        <p>(<font size="2"><i>Principal Executive Officer</i></font>)</p>
        </td>
    </tr>
    <tr>
        <td valign="top" width="49%">&nbsp;</td>
        <td valign="top" width="51%">and</td>
    </tr>
    <tr>
        <td valign="top" width="49%"><p align="right">By:</p>
        </td>
        <td valign="top" width="51%"><u>/s/Kenneth G. Bernstein</u><p>Kenneth
        G. Bernstein, Treasurer</p>
        <p>(<font size="2"><i>Principal Financial and Accounting
        Officer</i></font>)</p>
        </td>
    </tr>
</table>

<p>&nbsp;</p>

<p>&nbsp;</p>

<p align="center"><b>POWER OF ATTORNEY</b></p>

<p>Each person whose signature appears below constitutes and
appoints Douglas&nbsp;P. Taylor his attorney-in-fact, with the
power of substitution, for him in any and all capacities, to sign
any amendments to this registration statement, and to file the
same, with exhibits thereto and other documents in connection
therewith, with the Securities and Exchange Commission, hereby
ratifying and confirming all that said attorney-in-fact, or his
substitute or substitutes, may do or cause to be done by virtue
hereof.</p>

<p>Pursuant to the requirements of the Securities Act of 1933,
this registration statement has been signed below by the
following persons in the capacities and on the date indicated.</p>

<table border="0" cellpadding="7" cellspacing="0" width="638">
    <tr>
        <td valign="top" width="50%"><b>Signature</b></td>
        <td valign="top" width="50%">&nbsp;</td>
    </tr>
    <tr>
        <td valign="top" width="50%"><u>/s/ Randall L. Clark</u><p>Randall
        L. Clark, Director</p>
        <p>Date: December 21, 2001</p>
        </td>
        <td valign="top" width="50%"><u>/s/ Richard G. Hill</u><p>Richard
        G. Hill, Director</p>
        <p>Date: December 21, 2001</p>
        </td>
    </tr>
    <tr>
        <td valign="top" width="50%"><u>/s/ Joseph P. Gastel</u><p>Joseph
        P. Gastel, Director</p>
        <p>Date: December 21, 2001</p>
        </td>
        <td valign="top" width="50%"><u>/s/ Donald B. Hofmar</u><p>Donald
        B. Hofmar, Director</p>
        <p>Date: December 21, 2001</p>
        </td>
    </tr>
</table>

<p>&nbsp;</p>

<p>&nbsp;</p>

<p>Exhibit 4.1</p>

<p>2001 Taylor Devices, Inc.</p>

<p>Stock Option Plan</p>

<p>&nbsp;</p>

<p align="center">INCORPORATED BY REFERENCE TO 2001 PROXY
STATEMENT</p>

<p align="center">FILED WITH THE SECURITIES AND EXCHANGE
COMMISSION </p>

<p align="center">ON SEPTEMBER 27, 2001</p>

<p>&nbsp;</p>

<p>&nbsp;</p>

<p>&nbsp;</p>

<p>&nbsp;</p>

<p>Exhibit 4.2</p>

<p>Form of Stock Option Agreement</p>

<p align="center"><b>SUMMARY OF OPTION GRANT</b></p>

<p align="center"><b>2001 TAYLOR DEVICES, INC. STOCK OPTION PLAN</b></p>

<p><b>Name of Optionee</b>: __________________________________</p>

<p><b>Address of Optionee</b>: ________________________________</p>

<blockquote>
    <blockquote>
        <blockquote>
            <p>________________________________</p>
        </blockquote>
    </blockquote>
</blockquote>

<p><b>Taxpayer Identification Number:</b> <u>_______________</u></p>

<p><b>Number of Options</b>: ______________</p>

<p><b>Exercise Price per Share</b>: ______________</p>

<p><b>________Incentive Stock Options </b></p>

<p>OR</p>

<p><b>________Non-Qualified Stock Options&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Date of Grant:
_________&nbsp;&nbsp;Expiration Date: </b><b><u>________</u></b></p>

<p align="center">&nbsp;</p>

<p align="center">&nbsp;</p>

<p align="center"><b>STOCK OPTION AGREEMENT</b></p>

<p>The undersigned, TAYLOR DEVICES, INC., a New York corporation
with offices at 90&nbsp;Taylor Drive, North Tonawanda, New York
14120 (the &quot;Company&quot;) and the above named Optionee, an
individual residing at the address shown in the above, hereby
enter into this STOCK OPTION AGREEMENT effective as of the Date
of Grant (the &quot;Agreement&quot;), as stated above, upon the
Terms and Conditions attached hereto and expressly incorporated
into this Agreement (the &quot;Terms and Conditions&quot;).</p>

<blockquote>
    <blockquote>
        <blockquote>
            <blockquote>
                <blockquote>
                    <blockquote>
                        <p align="left"><b>TAYLOR DEVICES, INC.</b></p>
                    </blockquote>
                </blockquote>
            </blockquote>
        </blockquote>
    </blockquote>
</blockquote>

<blockquote>
    <blockquote>
        <blockquote>
            <blockquote>
                <blockquote>
                    <blockquote>
                        <p>By:<u> ___________________</u></p>
                        <p>Douglas P. Taylor, President</p>
                    </blockquote>
                </blockquote>
            </blockquote>
        </blockquote>
    </blockquote>
</blockquote>

<p>The undersigned Optionee hereby agrees to the Terms and
Conditions, and acknowledges receipt from the Company of a copy
of the 2001 Taylor Devices, Inc. Stock Option Plan and a Plan
Prospectus dated December 21, 2001.</p>

<p>&nbsp;</p>

<blockquote>
    <blockquote>
        <blockquote>
            <blockquote>
                <blockquote>
                    <blockquote>
                        <p><b>OPTIONEE:</b></p>
                        <p><b>_____________________________________</b></p>
                    </blockquote>
                </blockquote>
            </blockquote>
        </blockquote>
    </blockquote>
</blockquote>

<blockquote>
    <blockquote>
        <blockquote>
            <blockquote>
                <blockquote>
                    <blockquote>
                        <p>[NAME]</p>
                        <p>&nbsp;</p>
                        <p>&nbsp;</p>
                    </blockquote>
                </blockquote>
            </blockquote>
        </blockquote>
    </blockquote>
</blockquote>

<p align="center"><b>TERMS AND CONDITIONS</b></p>

<p align="center"><b>OF</b></p>

<p align="center"><b>2001 TAYLOR DEVICES, INC. STOCK OPTION PLAN</b></p>

<p>Optionee is an [employee/ director] of the Company. The
Compensation Committee of the Company (the &quot;Committee&quot;)
has determined that the Optionee is a key employee of the
Company, or has otherwise met the criteria necessary for the
grant of options under the 2001 Taylor Devices, Inc. Stock Option
Plan (the &quot;2001 Plan&quot;). The 2001 Plan was adopted by
the Board of Directors of the Company and approved by
shareholders on November 2, 2001. The Committee has elected to
grant options to the Optionee, which options shall be exercised
in accordance with this Agreement and the 2001 Plan; and </p>

<p>Optionee wishes to accept this grant.</p>

<blockquote>
    <p><b>NOW, THEREFORE,</b> the Company and the Optionee agree
    as follows:</p>
</blockquote>

<p>1. <u>Grant of Options</u>. By this Agreement, the Company
grants to the Optionee, and the Optionee accepts from the Company
as of the date of this Agreement, on the terms and conditions set
forth herein, options (individually or collectively referred to
as the &quot;Options&quot;) to purchase the number of shares of
its common stock, $0.025 par value (the &quot;Common
Stock&quot;), at the purchase price per share, set forth above in
the Summary of Option Grant. As specified in such Summary of
Option Grant, the Options are either Incentive Stock Options, or
Non-Qualified Stock Options which will not be treated as
&quot;Incentive Stock Options&quot; under the Internal Revenue
Code of 1986, as amended (the &quot;Code&quot;). As provided in
the 2001 Plan, to the extent that the aggregate fair market value
(determined as of the Grant Date) of Common Stock with respect to
which Options are exercisable for the first time by Optionee
during any calendar year (under all plans of the Company and its
Subsidiaries) exceeds one hundred thousand dollars ($100,000),
the Options or portions thereof which exceed such limit
(according to the order in which granted) shall be treated as
Non-Qualified Stock Options notwithstanding any inconsistent
designation in the Summary of Option Grant.</p>

<p>The Options are issued under and subject to all of the terms
and conditions of the 2001 Plan. The 2001 Plan, except as
expressly modified by the provisions set forth in this Agreement,
is hereby incorporated by reference into this Agreement. Terms
defined in the 2001 Plan and not otherwise defined in this
Agreement shall have the meanings set forth in the 2001 Plan.</p>

<p>2. <u>Term of Option</u>. The Options shall terminate on and
shall not be exercisable after the Expiration Date set forth
above in the Summary of Option Grant and in no event more than
ten (10) years after the Date of Grant. In the event that the
Options shall be designated as Incentive Stock Options and
granted to a more than ten percent (10%) shareholder of the
Company, the Options shall terminate not later than five (5)
years after the Date of Grant, as set forth in this Agreement.
Except as provided herein, the Options may be exercised only
during the continuance of the Optionee&#146;s employment with the
Company.</p>

<blockquote>
    <p>a. Options held by an Optionee who is Permanently and
    Totally Disabled shall terminate (i) in the case of Incentive
    Stock Options, one (1) year after the date of termination of
    employment, and (ii) in the case of Non-Qualified Stock
    Options, upon their Expiration Date.</p>
</blockquote>

<blockquote>
    <p>b. An Option held by an Optionee whose employment is
    terminated due to death or who dies within three (3) months
    after termination of employment shall terminate (i) in the
    case of an Incentive Stock Option, one (1) year after the
    date of termination of employment, and (ii) in the case of a
    Non-Qualified Stock Option, within one (1) year from the date
    the Optionee's death, and the Option shall be exercisable
    within such period of one (1) year by the executor or
    administrator of the Optionee's estate or by the person to
    whom the Optionee shall have transferred such right by last
    will and testament or by the laws of descent or distribution.</p>
</blockquote>

<blockquote>
    <p>c. Options held by an Optionee who is terminated for
    cause, as determined by the Committee, shall expire
    immediately upon the date of termination unless some other
    expiration date is fixed by the Committee.</p>
</blockquote>

<blockquote>
    <p>d. Options held by an Optionee whose employment with the
    Company terminates for any reason other than those specified
    in subsections (a), (b) or (c) above shall expire (i) in the
    case of Incentive Stock Options, three (3) months after the
    date of termination; and (ii) in the case of Non-Qualified
    Stock Options, eighteen (18) months after the date of
    termination.</p>
</blockquote>

<blockquote>
    <p>e. Notwithstanding the foregoing, no Option shall be
    exercisable after the Expiration Date.</p>
</blockquote>

<p>The Committee shall determine in its discretion whether an
authorized leave of absence or an absence for military or
governmental service shall constitute termination of employment
for purposes of the 2001 Plan. Any determination by the Committee
shall be final, conclusive and binding upon the affected Optionee
and any person claiming under or through such Optionee.
Termination of employment with any Subsidiary in order to accept
employment with another Subsidiary or while remaining an employee
of the Company or of any Subsidiary shall not be termination of
employment for the purposes of this Agreement. </p>

<p>3. <u>Exercise of Options</u>. The Optionee shall exercise all
or any part of the vested Options by giving written notice to the
Company, in such form as the Committee shall have prescribed or
approved, of such election and of the number of shares he or she
has elected to purchase. The purchase price per share of the
Options shall be the price set forth in the Summary of Option
Grant above. The full purchase price of the shares as to which
the Options are being exercised shall be paid in cash; provided,
however, that in lieu of cash, with the approval of the Committee
at or prior to exercise, an Optionee may exercise his or her
Options by tendering to the Company shares of Common Stock owned
by him or her pursuant to Section 9(b) of the 2001 Plan.</p>

<p>4. <u>Shareholder Rights</u>. Neither the Optionee nor any
transferee under this Agreement shall have any rights as a
shareholder with respect to any shares subject to Options until
the date a stock certificate is issued evidencing ownership of
such shares. The Company shall deliver to the Optionee a
certificate representing the shares as to which options have been
exercised as soon as administratively feasible following such
exercise.</p>

<p>5. <u>Non-Transferability</u>. Options shall not be assignable
or transferable by the Optionee other than by will or the laws of
descent and distribution. During the lifetime of an Optionee, the
Options shall be exercisable only by such Optionee. Any transfer
of Options attempted in violation of this Agreement shall be
void.</p>

<p>6. <u>Compliance with Securities Laws</u>. No Options shall be
exercisable in whole or in part if at any time the Committee or
the Board of Directors, as the case may be, shall determine, in
its discretion, that the listing, registration, or qualification
of the shares subject to such Options on any securities exchange
or under any applicable law, or the consent or approval of any
government regulatory body, is necessary or desirable as a
condition of or in connection with the granting of such Options
or the issue of shares thereunder unless such listing,
registration, qualification, consent, or approval shall have been
effected or obtained free of any conditions not acceptable to the
Board. If a registration statement under the Securities Act of
1933 with respect to shares issuable upon exercise of any Options
is not in effect at the time of exercise, the person exercising
such Option shall give the Committee a written statement,
satisfactory in form and substance to the Committee, that he or
she is acquiring the shares for his or her own account for
investment and not with a view to their distribution, and the
Company may place upon any stock certificate for shares issuable
upon exercise of such Options such legend as the Committee may
prescribe to prevent disposition of the shares in violation of
the Securities Act of 1933 and any other applicable law.</p>

<p>7. <u>Reporting</u>. In the event the Optionee disposes of the
shares acquired from the Options and, as a result of the
disposition, recognizes ordinary income, the Optionee shall give
written notice to the Company, as soon as reasonably practicable,
of such disposition and the amount taxable as ordinary income to
the Optionee as a result of the disposition.</p>

<p>8. <u>Notices</u>. All notices provided for under this
Agreement shall be in writing and shall be delivered by hand or
sent by certified mail to the addresses specified in the Summary
of Option Grant above or to such other addresses that the
respective parties may designate in writing.</p>

<p>9. <u>No Right to Employment</u>. Nothing contained in this
Agreement, nor the granting of any Options to the Optionee
hereunder, shall constitute or be evidence of any agreement or
understanding, express or implied, on the part of the Company to
employ or continue employment of Optionee for any specific
period.</p>

<p>10. <u>Interpretation</u>. This Agreement shall be governed by
and construed under the laws of the State of New York, without
reference to conflict-of-laws principles. All decisions and
interpretations made by the Committee or the Board of Directors
with respect to any question arising under this Agreement or the
2001 Plan shall be conclusive and binding upon the Optionee.</p>

<p>11. <u>Amendment</u>. No term, condition, understanding or
agreement purporting to modify the terms of this Agreement shall
be binding unless made in writing and signed by both parties
hereto.</p>

<p>12. <u>Waiver</u>. No failure of a party to exercise any power
given to it under this Agreement or to insist upon strict
compliance with any obligation or condition thereunder, and no
custom or practice of the parties at variance with the terms
hereof shall constitute a waiver by such party of its rights to
demand exact compliance with the terms of this Agreement.</p>

<p>13. <u>Binding on Heirs, etc</u>. This Agreement shall inure
to the benefit of and be binding upon the Company and its
successors and the Optionee and his or her heirs, executors and
administrators.</p>

<p>&nbsp;</p>

<p>&nbsp;</p>

<p>&nbsp;</p>

<p>Exhibit 5<br>
Legality Opinion and Consent</p>

<blockquote>
    <blockquote>
        <blockquote>
            <blockquote>
                <blockquote>
                    <blockquote>
                        <p>December 20, 2001</p>
                    </blockquote>
                </blockquote>
            </blockquote>
        </blockquote>
    </blockquote>
</blockquote>

<p>Taylor Devices, Inc.<br>
90 Taylor Drive<br>
PO Box 748<br>
North Tonawanda, New York 14120-0748<br>
Attention: Douglas P. Taylor, President and CEO</p>

<blockquote>
    <blockquote>
        <p>Re: 2001 Taylor Devices, Inc. Stock Option Plan</p>
    </blockquote>
</blockquote>

<p>Ladies and Gentlemen:</p>

<p>We have represented Taylor Devices, Inc. (the
&quot;Company&quot;) in connection with the issuance by the
Company of up to 135,000 shares of its common stock, par value
$0.025 per share (the &quot;Shares&quot;), subject to options to
be granted (&quot;Stock Options&quot;) pursuant to the 2001
Taylor Devices, Inc. Stock Option Plan (the &quot;Plan&quot;).
This opinion is being submitted at your request for use as an
Exhibit to the Company&#146;s Registration Statement on Form S-8
in accordance with the Securities Act of 1933 (the
&quot;Act&quot;), which Registration Statement is to be filed
with the Securities and Exchange Commission (the &quot;SEC&quot;)
on or about December 21, 2001 (the &quot;Registration
Statement&quot;).</p>

<p>In preparing this opinion, we examined (1) the Plan; (2) the
Company&#146;s Certificate of Incorporation and By-laws, each as
amended; (3) the Annual Report on Form 10-KSB for the fiscal year
ended May 31, 2001; (4) the Quarterly Report on Form 10-QSB for
the fiscal quarter ended August 31, 2001; (5) the Proxy
Statement, dated September 27, 2001, mailed to shareholders in
connection with the Annual Meeting of Shareholders held on
November 2, 2001; (6) the resolutions of the Board of Directors
approving the Plan, dated August 22, 2001; (7) the Issuer
Statement on Form M-11 filed with the New York Department of Law
on or about December 10, 1998 (collectively, the &quot;Reviewed
Documents&quot;), and such questions of law as we have deemed
necessary or appropriate. </p>

<p>In rendering this opinion, other than our review of the
Reviewed Documents, we have made no inquiry as to any factual
matter. Based on the foregoing, and assuming that:</p>

<blockquote>
    <p>(a) the Plan has been duly adopted; </p>
</blockquote>

<blockquote>
    <p>(b) on the dates of exercise, the Stock Options (i) will
    have been duly granted in accordance with the Plan; (ii) will
    constitute the legal, valid, and binding obligations of the
    Company; and, (iii) subject to applicable bankruptcy,
    insolvency and other laws affecting the enforceability of
    creditors&#146; rights generally, will be enforceable as to
    the Company in accordance with the terms of the Plan; and </p>
    <p>(c) no change occurs in the applicable law or the
    pertinent facts. </p>
</blockquote>

<p>it is our opinion that the Shares are duly authorized and,
when the Stock Options are exercised in accordance with their
terms and the terms of the Plan, the Shares will be validly
issued, fully paid and nonassessable.</p>

<p>The foregoing opinion is limited to the federal laws of the
United States and the laws of the State of New York, and we
express no opinion as to the effect of the laws of any other
jurisdiction.</p>

<p>We consent to the use of this opinion as an Exhibit to the
Registration Statement. In giving our consent, we do not thereby
admit that we are in the category of persons whose consent is
required under Section 7 of the Act, or of the Rules and
Regulations of the SEC thereunder. </p>

<blockquote>
    <blockquote>
        <blockquote>
            <blockquote>
                <blockquote>
                    <blockquote>
                        <p>Very truly yours,<br>
                        </p>
                    </blockquote>
                </blockquote>
            </blockquote>
        </blockquote>
    </blockquote>
</blockquote>

<blockquote>
    <blockquote>
        <blockquote>
            <blockquote>
                <blockquote>
                    <blockquote>
                        <p>/s/ Hiscock &amp; Barclay, LLP<br>
                        </p>
                        <p>&nbsp;</p>
                        <p>&nbsp;</p>
                    </blockquote>
                </blockquote>
            </blockquote>
        </blockquote>
    </blockquote>
</blockquote>

<p>Exhibit 23.1</p>

<p>Consent of Lumsden &amp; McCormick, LLP</p>

<p>&nbsp;</p>

<p align="center"><b>[LETTERHEAD OF LUMSDEN &amp; McCORMICK, LLP]</b></p>

<p>&nbsp;</p>

<p>&nbsp;</p>

<p>&nbsp;</p>

<p>To the Board of Directors of </p>

<p>Taylor Devices, Inc.</p>

<p>&nbsp;</p>

<p>Gentlemen:</p>

<p>We hereby consent to the incorporation by reference in this
Registration Statement on Form&nbsp;S-8 of our report dated
August 2, 2001, which appears on page&nbsp;21 of the Annual
Report to the Securities and Exchange Commission of Taylor
Devices, Inc. on Form&nbsp;10-KSB for the fiscal year ended
May&nbsp;31, 2001.</p>

<p>&nbsp;</p>

<p>&nbsp;</p>

<blockquote>
    <blockquote>
        <blockquote>
            <blockquote>
                <blockquote>
                    <p><u>/s/ Lumsden &amp; McCormick, LLP</u></p>
                </blockquote>
            </blockquote>
        </blockquote>
    </blockquote>
</blockquote>

<blockquote>
    <blockquote>
        <blockquote>
            <blockquote>
                <blockquote>
                    <p><b>LUMSDEN &amp; McCORMICK, LLP</b></p>
                </blockquote>
            </blockquote>
        </blockquote>
    </blockquote>
</blockquote>

<blockquote>
    <blockquote>
        <blockquote>
            <blockquote>
                <blockquote>
                    <p>Buffalo, New&nbsp;York</p>
                </blockquote>
            </blockquote>
        </blockquote>
    </blockquote>
</blockquote>

<blockquote>
    <blockquote>
        <blockquote>
            <blockquote>
                <blockquote>
                    <p>December 20, 2001</p>
                </blockquote>
            </blockquote>
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Taylor Devices S8 1998 [wp5.1]
As filed with
the Securities and Exchange Commission December 21, 2001
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Form S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
TAYLOR
DEVICES, INC.
(Exact name
of registrant as specified in its charter)
New York
(State
        or other jurisdiction
of
        incorporation or organization)
16-0797789
(I.R.S.
        Employer Identification No.)
90 Taylor
Drive
North
Tonawanda, New York 14120-0748
(716)
694-0800
(Address,
including zip code, and telephone number, including area code, of
registrant's principal executive offices)
2001 TAYLOR DEVICES,
INC. STOCK OPTION PLAN
(Full title
of the plan)
SANDRA S.
O'LOUGHLIN, ESQ.
Hiscock &
Barclay, LLP
50 Fountain
Plaza
Buffalo,
New York 14202-2291
Telephone (716)
856-0911
(Name,
address and telephone number, including area code, of agent for
service)
Calculation
of Registration Fee
Title of securities to be
        registered
Amount to be
registered
Proposed maximum
offering
        price per
share
(1)
Proposed maximum
aggregate
        offering
price
(1)
Amount of
Registration
        Fee
Common Stock, $.025 par value
135,000 Shares
$7.580
$1,023,300
$244.57
(1)
Estimated
pursuant to Rule 457 solely for the purpose of calculating the
registration fee. The price per share is estimated to be $7.580
based on the average of the high and low prices of the Common
Stock reported in the consolidated reporting system as of
December 18, 2001, and reported by the NASDAQ System for NASDAQ
SmallCap Issues.
PROSPECTUS
TAYLOR DEVICES, INC.
Common Shares
Par Value $.025 Per Share
_____________________
2001 Taylor Devices, Inc.
Stock Option Plan
_____________________
The Common Shares, par value $.025 per share, of Taylor
Devices, Inc. (the "Company") offered hereby are those
shares to be purchased from time to time by exercise of employee
stock options ("Options") granted under the 2001 Taylor
Devices, Inc. Stock Option Plan (the "Plan").
Options under the Plan are or will be granted as set forth
herein to eligible employees and directors of the Company and its
subsidiaries.
THE SECURITIES AND EXCHANGE COMMISSION HAS NOT APPROVED OR
DISAPPROVED THESE SECURITIES OR PASSED UPON THE ADEQUACY OF THIS
PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL
OFFENSE.
_____________________
Neither delivery of this Prospectus nor any sale made
hereunder shall, under any circumstances, create any implication
that there has been no change in the affairs of Taylor Devices,
Inc. since the date hereof or the dates as of which information
is set forth herein.
_____________________
This document constitutes part of a Prospectus covering
securities that have been registered under the Securities Act of
1933.
_____________________
The date of this Prospectus is December 21,
2001
1
TABLE OF CONTENTS
PRELIMINARY
        INFORMATION
Page
2
Information
        Required in the Section 10(a) Prospectus
2
Filings with the
        Securities and Exchange Commission
2
Documents
        Incorporated by Reference
3
Company
        Information and Plan Annual Information
3
PLAN
        INFORMATION
4
General Plan
        Information
4
Securities to Be
        Offered
4
Employees Who
        May Participate in the Plan
4
Key Employees Who Are not
        Directors
4
Directors
5
Exercise of
        Options
5
Determination of Fair Market
        Value
7
Resale
        Restrictions
7
Tax Effects of
        Plan Participation
7
Incentive Stock Options
8
Non-Qualified Stock
        Options
9
Gain and Loss
9
General
9
Accounting
        Treatment
10
Investment of
        Funds
10
Withdrawal from
        the Plan
10
Termination,
        Forfeitures and Penalties
10
Amendment of
        Plan
10
Attachments to
        the Prospectus:
A. 2001 Taylor
        Devices, Inc. Stock Option Plan
B. Form of Stock
        Option Agreement
PRELIMINARY INFORMATION
Information Required in the Section 10(a) Prospectus
No person is authorized to give any information or to make any
representation not contained in this Prospectus in connection
with the matters described in this Prospectus, and if given or
made, such information or representation must not be relied upon.
This Prospectus does not constitute an offer to sell or a
solicitation for an offer to purchase, any securities other than
the securities covered by this Prospectus, by the Company, or any
other person, to any person to whom it is unlawful to make such
offer. Neither the delivery of this Prospectus nor any
distribution of the securities made under this Prospectus shall,
under any circumstances, create an implication that there has
been no change in the affairs of the Company or in the
information set forth herein since the date of this Prospectus.
Filings with the Securities and Exchange Commission
The Company has filed with the Securities and Exchange
Commission (the "Commission") a Registration Statement
on Form S-8 (the "Registration Statement", which term
encompasses all amendments, exhibits, annexes, and schedules
thereto) under the Securities Act of 1933 (the "Securities
Act") with respect to the Common Stock, par value $.025 per
share, of the Company (the "Common Shares") registered
hereby. This Prospectus, which constitutes a part of the
Registration Statement, does not contain all the information set
forth in the Registration Statement and the amendments, exhibits,
annexes, and schedules thereto, to which reference is hereby
made. Statements made in this Prospectus as to the contents of
any contract, agreement, or other document referred to are not
necessarily complete. With respect to each such contract,
agreement, or other document filed as an exhibit to the
Registration Statement and the exhibits thereto, reference is
hereby made to the exhibit for a more complete description of the
matter involved, and each statement made herein shall be deemed
qualified in its entirety by such reference.
The Company is subject to the informational and reporting
requirements of the Securities Exchange Act of 1934 (the
"Exchange Act"), and in accordance therewith the
Company files periodic reports, proxy and information statements,
and other information with the Commission. The Registration
Statement and the exhibits thereto filed by the Company with the
Commission, as well as such reports, proxy and information
statements and other information filed by the Company with the
Commission, may be inspected and copied at the public reference
facilities maintained by the Commission at Room 1024, Judiciary
Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549; or at
a regional office of the Commission, such as 223 Broadway, New
York, New York 10279, and The Citicorp Center, 500 West
Madison Street, Suite 1400, Chicago, Illinois 60661; or on
the EDGAR system at the Commission's web site at www.sec.gov. Copies of such
material may also be obtained by mail at prescribed rates from
the Public Reference Section of the Commission at 450 Fifth
Street, N.W., Washington, D.C. 20549.
2
Documents Incorporated by Reference
The following documents or portions thereof filed by the
Company with the Commission are hereby incorporated by reference
in this Prospectus:
(a) the Company's latest annual report filed pursuant to
Section 13(a) or 15(d) of the Exchange Act; and
(b) all other reports filed by the Company pursuant to
Section 13(a) or 15(d) of the Exchange Act since the end of
the fiscal year covered by the annual report referred to in (a)
above.
In addition to the above items, all reports and definitive
proxy statements filed pursuant to Sections 13(a), 13(c), 14, or
15(d) of the Exchange Act subsequent to the date of this
Prospectus, and prior to the filing with the Commission of a
post-effective amendment to the Registration Statement which
indicates that all Stock Options and Common Shares subject to the
Plan have been sold or which deregisters all such Stock Options
and Common Shares then remaining unsold, shall be deemed to be
incorporated by reference into this Prospectus and to be made a
part hereof from the date of filing of such documents. Any
statement contained herein, or in a document incorporated or
deemed to be incorporated by reference herein, shall be deemed to
be modified or superseded for purposes of this Prospectus to the
extent that a statement contained herein, or in any subsequently
filed document which also is or is deemed to be incorporated by
reference herein modifies or supersedes such statement. Any such
statement so modified or superseded shall not be deemed, except
as so modified or superseded, to constitute a part of this
Prospectus.
Company Information and Plan Annual Information
Participants in the Plan can obtain additional information
about the Company, and the Plan and its administrators, as well
as copies of the documents set forth above without charge, upon
written or oral request, to Kathleen Nicosia, Shareholder
Relations Manager, Taylor Devices, Inc., 90 Taylor Drive,
North Tonawanda, New York 14120, or by telephone at (716)
694-0800.
3
PLAN INFORMATION
General Plan Information
The Plan provides for the grant of Options to certain
employees of the Company and of any subsidiary, the majority of
the voting stock of which is owned, directly or indirectly, by
the Company ("Subsidiary"), as well as to the
Company's Directors. The employees will be selected by the
Compensation Committee comprised of two or more Directors who are
appointed by the Board of Directors, selected from those
Directors who are not employees of the Company or any Subsidiary
("Committee"). On the date of this Prospectus, the
Committee consists of Messrs. Randall L. Clark,
Joseph P. Gastel and Donald B. Hofmar. Committee
members are eligible to participate in the Plan on a restricted
basis pursuant to a predetermined formula.
The purpose of the Plan is to provide for the grant of Options
to employees who are largely responsible for the management,
growth and protection of the Company's business, who are
making, and can continue to make, substantial contributions to
the success of the Company, and who thereby may be encouraged to
acquire a larger ownership interest in the Company. The Board of
Directors believe that by so doing, these employees will increase
their proprietary interest in the Company, will be provided with
greater incentive for their continued employment, and will
promote the interests of the Company and all its shareholders.
The Plan is not subject to the provisions of the Employee
Retirement Income Security Act of 1974
("ERISA").
Securities to Be Offered
At the time of granting the Option, the Committee may
designate an Option as either an Incentive Stock Option
("Incentive Stock Option") intended to qualify under
Section 422 of the Internal Revenue Code of 1986, as amended
(the "Code"), or an Option not intended to qualify
under the Code
(
"Non-Qualified Stock Option"
)
(collectively, "Options"), or any combination thereof.
Any combination or portion of a grant of Options that is not
designated as Incentive Stock Options shall be Non-Qualified
Stock Options. As used with respect to any particular Option,
"Grant Date" means the date as of which such Option is
granted by the Board or the Committee pursuant to the Plan.
Employees Who May Participate in the Plan
Key Employees Who Are not Directors.
The Committee may
from time to time, subject to the provisions of the Plan, grant
Options, which may be to key employees of the Company or of a
Subsidiary who are not Directors. The Committee may designate any
Option granted as either an Incentive Stock Option or a
Non-Qualified Stock Option, or the Committee may designate a
portion of the Option as an Incentive Stock Option and the
remaining portion as a Non-Qualified Stock Option.
4
Directors.
On April 18 of each year that the Plan is in
effect, commencing April 18, 2002, Incentive Stock Options to
purchase 5,000 Common Shares will be granted to each
employee-Director, and Non-Qualified Stock Options to purchase
5,000 Common Shares will be granted to each non-employee
Director. Such Options shall vest and be exercisable immediately
and expire not later than 10 years after the Grant Date;
provided
however,
that any Option designated as an Incentive Stock
Option granted to a more than 10% shareholder shall terminate not
later than five years after the Grant Date. No additional Options
may be granted to such individuals, absent an amendment to the
Plan. If the President of the Company determines, in his sole
discretion, that on such date that the Company is in possession
of material non-public information concerning the Company's
business, the grant shall be delayed until the third day
following publication of such information or the date of the
event which renders such information immaterial.
No preemptive rights are applicable to the Common Shares
covered by the Plan.
Exercise of Options
A person electing to exercise an Option shall give written
notice to the Company, in such form as the Committee shall have
prescribed or approved, of such election and of the number of
Common Shares he or she has elected to purchase and shall at the
time of exercise tender the full purchase price of any shares he
or she has elected to purchase. The purchase price upon the
exercise of an Option shall be paid in full in cash;
provided
however,
that in lieu of cash, with the approval of the
Committee at or prior to exercise, an Optionee may exercise his
or her Option by tendering to the Company Common Shares owned by
him or her and having a fair market value equal to the cash
exercise price applicable to his or her Option, with the then
fair market value of such Common Shares to be determined in the
manner described below. If, however, an Optionee pays the Option
exercise price of a Non-Qualified Stock Option in whole or in
part in the form of unrestricted Common Shares already owned by
such Optionee, the Company may require that the Optionee have
owned the Common Shares for a period of time that would not cause
the exercise to create a charge to the Company's earnings.
Such provisions may be used by the Company to prevent a pyramid
exercise.
As conditions to exercising an Option, the holder must
(1) arrange to pay the Company any amount required to be
withheld under any tax law on the account of the exercise, and
(2) in the case of an Incentive Stock Option, agree to notify the
Company of any disqualifying disposition (as defined in Section
421 of the Code) of the Common Shares acquired upon the exercise
and agree to pay the Company any amount required to be withheld
under any tax law on account of the disposition. Any payment on
account of withholding taxes shall be made in a form acceptable
to the Committee.
A person may, in accordance with other provisions of the Plan,
elect to exercise Options in any order, notwithstanding the fact
that Options granted to him or her prior to the grant of the
Options selected for exercise are unexpired.
5
An Optionee shall have no rights as a shareholder with respect
to any Common Shares covered by his or her Option until the date
a stock certificate is issued evidencing ownership of such Common
Shares. No adjustment shall be made for dividends (ordinary or
extraordinary) whether in cash, securities, or other property, or
distributions or other rights for which the record date is prior
to the date such Stock Certificate is issued, except for changes
in capitalization of the Company.
Common Shares offered under the Plan shall be either
authorized but unissued Common Shares or Common Shares reacquired
by the Company, including Common Shares purchased in the open
market. Should any outstanding Option expire or be terminated,
Common Shares allocable to the unexercised portion of such Option
may again be made subject to Option under the Plan
Options shall not be exercisable in whole or in part if at any
time the Board of Directors or the Committee determines in its
discretion that the listing, registration, or qualification of
the Common Shares subject to such Options on any securities
exchange or under any applicable law, or the consent or approval
of any governmental regulatory body, is necessary or desirable as
a condition or, or in connection with, the granting of the
Options, or the issuance of Common Shares unless the listing,
registration, qualification, consent, or approval is effected or
obtained free of any conditions not acceptable to the Board.
To the extent that the aggregate fair market value, determined
as of the Grant Date, of Common Stock with respect to which
Options are exercisable for the first time by any Optionee during
any calendar year (under all plans of the Company and its
Subsidiaries) exceeds one hundred thousand dollars ($100,000),
the Options or portions thereof which exceed such limit,
according to the order in which such Options are granted, shall
be treated as Non-Qualified Stock Options.
If the Board of Directors or the Committee, as the case may
be, determines that a registration statement under the Securities
Act with respect to the Common Shares issuable upon exercise of
any Options is not in effect at the time of exercise, as a
condition of the issuance of such Common Shares, the person
exercising such Options shall give the Committee a written
statement, satisfactory in form and substance to the Committee,
that he or she is acquiring the Common Shares for his or her own
account for investment purposes, and not with a view toward
disposition. The Company may place upon any stock certificate for
Common Shares issuable upon exercise of Options a legend to
prevent disposition of such Common Shares in violation of the
Securities Act or other applicable law.
6
Determination of Fair Market Value
For purposes of the Plan, "fair market value" is the
mean between the high and low prices for a share of Common Stock,
as quoted by the National Association of Securities Dealers
Automated Quotation System ("NASDAQ") for the Grant
Date; if there is only one price quoted for the day of grant,
then the fair market value shall be such price; and if no such
price is quoted for the Grant Date, then the fair market value
shall be the previous closing price. In the event that no
previous closing price is available, then the fair market value
of one Common Share on the Grant Date shall be determined by the
Committee or by the Board of Directors.
The Option price shall be 100% of the fair market value of
each Common Share on the date the Option is granted. If an
Incentive Stock Option is granted to an individual owning
(directly or indirectly) more than 10% of the total combined
voting power of outstanding Common Shares and Common Shares of
any Subsidiary, the purchase price per share shall be 110% of the
fair market value (and the Option shall not be exercisable more
than five years from the Grant Date).
Resale Restrictions
No Option is assignable or transferable, other than by will or
the laws of descent and distribution; and during the lifetime of
the Optionee, the Option shall be exercisable only by the
Optionee.
Common Shares purchased upon the exercise of Options will be
freely transferable under the Securities Act, except for Common
Shares issued to any person who may be deemed to be an
"affiliate" of the Company, as defined in Rule 144 of
the Commission under the Securities Act, on the date of transfer
by such person. Persons who may be affiliates of the Company
generally include individuals and entities that control, are
controlled by, or are under common control with, the Company, and
may include principal shareholders, members of the Board of
Directors, and executive officers of the Company, of Tayco
Developments, Inc., and of Tayco Realty Corporation. Affiliates
may not sell Common Shares, except pursuant to an effective
registration statement under the Securities Act which covers such
sale, or in compliance with Rule 144, or another applicable
exemption from the registration requirements of the Securities
Act.
Common Shares acquired by persons subject to
Section 16(b) of the Exchange Act (
"
Reporting
Persons") upon the exercise of an Option shall not be sold
or transferred until at least 6 months after the Grant Date.
Tax Effects of Plan Participation
The Company is advised by counsel that, under the present
provisions of the Code and the regulations thereunder, the
federal income tax treatment of Options under the Plan will
depend upon whether the Option is (1) an Incentive Stock Option
intended to qualify under Section 422 of the Code or (2) a
Non-Qualified Stock Option (all other options).
7
The federal income tax consequences described herein are based
on laws and regulations in effect on July 20, 2001, and there is
no assurance that the laws and regulations will not change in the
future and affect the tax consequences of the matters discussed
in this section. Optionees also may be subject to additional
taxes under state tax laws which may differ from the applicable
federal income tax laws described in this section.
Incentive Stock Options
.
Generally, no taxable ordinary income is recognized by an
employee upon the exercise of an Incentive Stock Option. If
Common Shares acquired pursuant to the exercise of an Incentive
Stock Option are held by the employee for at least two years from
the Grant Date and at least one year from the date the Common
Shares are transferred to that employee, and, if that employee
remains employed by the Company at all times from the Grant Date
until three months before the date of exercise (or one year
before the date of exercise in the case of a disabled employee or
three months before death in the case of a deceased employee),
the employee will not recognize income for regular tax purposes
upon the exercise of the Option. Exercise may result in
recognition of income for alternative minimum tax purposes.
Beginning January 1, 2003, upon the exercise of an Incentive
Stock Option, the difference between the fair market value and
the exercise price may constitute taxable wages under the Federal
Insurance Contribution Act (FICA) and Federal Unemployment Tax
Act (FUTA).
Upon the later disposition of the Common Shares, the employee
will recognize long-term capital gain or loss equal to the
difference between the sales price and the purchase price. Under
these circumstances, the Company will not receive a tax deduction
at the time of either exercise or disposition. If the Common
Shares acquired pursuant to the exercise of an Incentive Stock
Option are not held by the employee for the time periods
indicated above or otherwise fail to qualify, the Option will be
treated as a Non-Qualified Stock Option and the disposition will
be subject to the income tax treatment described below under
"Non-Qualified Stock Options".
The Committee may, in its discretion, grant Options that
expire later than three months after termination of employment.
Options exercised later than three months after termination of
employment (except in the case of disability of the employee or
death of the employee within three months of termination, in
which case the applicable period is one year) will be treated for
income tax purposes as Non-Qualified Stock Options.
The amount by which the fair market value of the Common Shares
on the exercise date of an Incentive Stock Option exceeds the
purchase price will be an item of "tax preference" for
purposes of the federal alternative minimum tax provisions of the
Code.
8
Non-Qualified Stock Options
.
Unlike an Incentive Stock Option, the exercise of a
Non-Qualified Stock Option results in the recognition of income
for tax purposes which is subject to income tax withholding and
may be subject to FICA tax withholding. However, the exercise of
a Non-Qualified Stock Option does not result in an item of
"tax preference" for purposes of the federal
alternative minimum income tax.
Upon exercise of a Non-Qualified Stock Option, an Optionee,
other than a person subject to Section 16(b) of the Securities
Exchange Act of 1934 ("Reporting Person"), will
recognize compensation, taxable as ordinary income, in an amount
equal to the excess of the fair market value of the Common Shares
over the purchase price on the date of exercise.
An Optionee's tax basis in Common Shares received upon
exercise of Options will generally be any purchase price paid
plus the amount of taxable compensation recognized.
In general, the Company will be entitled to a deduction
(subject to any general limitations) in connection with awards
under the Plan only at such time, and in such amount as Optionees
recognize ordinary income in connection with the awards. Thus, in
the case of an Incentive Stock Option, assuming there is no
disqualifying disposition, the Company will not be entitled to a
deduction because the Optionees will not recognize ordinary
income. When exercise of a Non-Qualified Stock Option results in
ordinary income to the Optionee, the Company will be entitled to
claim the available deduction. The Code requires satisfaction of
the applicable reporting requirements as a condition to the
Company's claiming its deduction.
Gain and Loss.
If Common Shares acquired through the exercise of a
Non-Qualified Stock Option are sold, the Optionee will generally
recognize capital gain (or loss) equal to the amount by which the
proceeds of sale exceed (or are less than) the Optionee's
basis in the Common Shares. The gain (or loss) will be long term
if the Common Shares acquired under the 2001 Plan have been held
for more than 12 months. If an Optionee pays part or all of the
exercise price of a Non-Qualified Stock Option by surrendering
previously acquired Common Shares, then such Optionee's tax
basis (and capital gains holding period) in the surrendered
shares carries over to an equivalent number of shares purchased
by exercise of the Option. If the Optionee uses stock previously
acquired as Incentive Stock Option stock for purposes of paying
for stock in a later exercise but prior to the expiration of the
required holding period for the Incentive Stock Option stock,
this will be treated as a disqualifying disposition for such
stock.
General
. The Common Shares to be issued or transferred
pursuant to the Plan will be common stock made available, at the
discretion of the Board of Directors of the Company, either from
authorized but unissued shares, or from shares reacquired by the
Company, including shares purchased on the open market.
9
Accounting Treatment
Under the Plan, neither the grant nor exercise of an Option
results in a charge against earnings.
Investment of Funds
The cash proceeds to be received by the Company upon exercise
of the Options will be used for general corporate purposes.
Withdrawal from the Plan
Withdrawal from the Plan occurs only upon termination of
employment as set forth in the Plan. However, the Committee is
under no obligation to continue awarding Options to employees to
whom Options were previously awarded.
Termination, Forfeitures and Penalties
No Options may be granted under the Plan after
November 2, 2006. Options granted under the 2001 Plan shall
terminate on the date determined by the Committee and specified
in the option agreement which will accompany each grant of an
Option, but, in any event, not later than 10 years after the
Grant Date. An Option held by an individual whose employment is
terminated shall terminate (1) if the Optionee's employment
is terminated due to becoming permanently and totally disabled,
one year after the date of termination of employment (in the case
of Incentive Stock Options) and upon the expiration date (in the
case of Non-Qualified Stock Options); (2) if the Optionee's
employment is terminated due to death or death occurs within
three months after termination of employment (a) in the case of
an Incentive Stock Option, one year after the date of termination
of employment, and (b) in the case of a Non-Qualified Option,
within one year from the date of the Optionee's death; (3)
immediately, if employment is terminated for cause, unless some
other expiration date is fixed by the Committee; or (4) three
months after the date employment terminates for any other reason
in the case of Incentive Stock Options, or 18 months after the
date employment terminates, or such other date as the Committee
may fix in the case of Non-Qualified Stock Options. Whether an
authorized leave of absence for military or governmental service
constitutes termination of employment for purposes of the Plan
shall be determined by the Committee. In no event, however, shall
any Option be exercisable after its expiration date.
No Option granted under the Plan is assignable or
transferable, other than by will or the laws of descent and
distribution; during the lifetime of the Optionee, the Option
shall be exercisable only by the Optionee. From time to time, the
Committee may place additional limitations on the exercisability
of Options.
Amendment of Plan
The Board of Directors may at any time terminate, modify, or
suspend the Plan, provided that, without the approval of the
shareholders, no amendment or modification shall be made by the
Board which (1) increases the maximum number of shares for
which Options may be granted under the Plan, (2) alters the
method by which the Option price is determined, (3) extends
any Option for a period longer than 10 years after the Grant
Date, (4) materially modifies the eligibility requirements
for participation in the Plan, or (5) alters the amendment
provisions of the Plan to defeat its purpose. Further, no
amendment, modification, suspension, or termination of the Plan
shall in any manner affect any Option granted under the Plan
without the consent of the Optionee or any person validly
claiming under or through the Optionee.
10
PART II
INFORMATION REQUIRED IN REGISTRATION
STATEMENT
(
INFORMATION NOT REQUIRED IN THE
PROSPECTUS
)
Incorporation of certain documents by reference
The following documents are hereby incorporated by reference
in this Registration Statement:
(a) The Company's latest annual report filed pursuant to
Section 13(a) or 15(d) of the Exchange Act; and
(b) All other reports filed by the Company pursuant to Section
13(a) or 15(d) of the Exchange Act since the end of the fiscal
year covered by the annual report referred to in (a) above.
All documents filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act, after the date
hereof and prior to the filing with the Commission of a
post-effective amendment which indicates that the securities
offered hereby have been sold or which deregisters the securities
covered hereby then remaining unsold, shall also be deemed to be
incorporated by reference into this Registration Statement and to
be a part hereof from the respective date of filing of such
documents.
Description of securities
Pursuant to the terms of the Plan, the Committee is authorized
to issue, upon exercise of the Options granted, Common Shares
either from authorized but unissued Common Stock, or from Common
Stock reacquired by the Company. The aggregate number of Common
Shares which may be distributed under the Plan shall not exceed
135,000, subject to proportional adjustment in the event of
changes in capitalization of the Company.
The Certificate of Incorporation authorizes the Company to
issue up to 8,000,000 shares of Common Stock, of which, as of the
date of this Prospectus, 2,826,791 shares of Common Stock are
issued and outstanding; 183,538 shares of Common Stock are held
in the Company's Treasury; 17,000 shares of Common Stock are
reserved under the 1998 Taylor Devices, Inc. Stock Option Plan;
31,390 shares of Common Stock are reserved for issuance under the
1999 Taylor Devices, Inc. Employees Stock Purchase Plan ; 135,000
shares of Common Stock are reserved for issuance under the 2001
Taylor Devices, Inc. Employee Stock Purchase Plan; and 135,000
Common Shares are reserved for issuance under the Plan.
Shares of Common Stock are entitled (a) to dividends when
and as declared by the Board of Directors, subject to any rights
of preferred stock of the Company that may be hereafter issued;
(b) to one vote per share on each matter properly submitted
to shareholders for their vote; and (c) to participate
ratably in the net assets of the Company in the event of
liquidation, subject to any prior rights of preferred stock of
the Company that may hereafter be issued. The Company is
currently restricted from issuing dividends under credit
arrangements with its lender. Outstanding shares of Common Stock
are fully paid and are not subject to further calls or
assessments. Holders of Common Stock do not have preemptive
rights.
The Certificate of Incorporation of the Company authorizes the
Board of Directors to issue up to 2,000,000 shares of preferred
stock, $.05 par value, with such rights and privileges, including
voting rights, as it may deem appropriate. Five thousand (5,000)
preferred shares have been designated by the Board of Directors
as "Series A Junior Participating Preferred Stock"
("Series A Stock") in connection with the issuance by
the Company of certain shareholder rights ("Rights"),
as more particularly described in the Rights Agreement between
the Company and Regan & Associates, Inc., as Rights Agent,
dated October 5, 1998, attached as Exhibit 4 to the
Company's Registration Statement on Form 8-A filed with the
Commission on or about October 6, 1998 ("Rights
Agreement"). The Certificate of Amendment to the
Company's Certificate of Incorporation designating the
Series A Stock was filed by the New York Secretary of State on
October 9, 1998 (the "Amendment").
In accordance with the Amendment and the Rights Agreement, the
Company declared a dividend of one Right for each outstanding
share of the Company's Common Stock, to shareholders of
record at the close of business on October 19, 1998 (the
"Record Date"). Each Right entitles the registered
holder to purchase from the Company a unit consisting of one
two-thousandths (1/2000
th
) of a share of Series A
Stock, at a purchase price of $5.00 per unit of 1/2000
th
of a share, subject to adjustment.
Initially, the Rights are attached to all Common Stock
certificates representing shares then outstanding, and no
separate Rights Certificates will be distributed. A distribution
date will occur and the Rights will separate from the Common
Stock upon the earliest of (1) 10 days following a public
announcement that a person or group of affiliated or associated
persons (an "Acquiring Person") has acquired, or
obtained the right to acquire, beneficial ownership of 30% or
more of the shares of Common Stock then outstanding; (2) 10
business days following the commencement of a tender offer or
exchange offer that would result in a person or group
beneficially owning 24% or more of such outstanding shares of
Common Stock (unless such tender offer or exchange offer is an
offer for all outstanding shares of Common Stock which a majority
of the unaffiliated Directors who are not officers of the Company
determine to be fair to and otherwise in the best interests of
the Company and its shareholders); and (3) the date the Board of
Directors declares a person to be an "Adverse Person,"
upon a determination by the Board that such Person, together with
his affiliates or associates, is or has become the beneficial
owner of 24% or more of the shares of Common Stock outstanding,
and upon a determination by at least a majority of the continuing
Directors who are not officers of the Company, after reasonable
inquiry and investigation, that (a) such beneficial ownership by
such person is intended to cause the Company to repurchase the
Common Stock beneficially owned by such person or to cause
pressure on the Company to take action or enter into a
transaction or series of transactions intended to provide such
person with short-term financial gain under circumstances where
such continuing Directors determine that the best long-term
interests of the Company and its shareholders would not be served
by taking such action or entering into such transactions or
series of transactions at that time; or (b) such beneficial
ownership is causing or reasonably likely to cause a material
adverse impact (including, but not limited to, impairment of
relationships with customers, impairment of the Company's
ability to maintain its competitive position or impairment of the
Company's business reputation or ability to deal with
governmental agencies) on the business or prospects of the
Company.
The power of the Board of Directors to issue preferred shares,
such as Series A Stock, may enable the Board of Directors to
prevent a change in control despite a shift in ownership of the
Common Shares. In addition, the Board of Directors' power to
issue additional Common Shares may delay or deter a change in
control by increasing the number of Common Shares needed to gain
control.
In addition, under New York law, the Company cannot enter
into certain business combinations involving persons beneficially
owning 20% or more of the shares of Common Stock, unless the
Board of Directors has approved the business combination or the
stock acquisition by which the person's interest reached 20%
("Stock Acquisition") prior to the date of the Stock
Acquisition. This restriction applies for 5 years after the date
of the Stock Acquisition, and thereafter, the Company may enter
into a business combination with the interested person
(1) if the combination is approved by vote of the holders of
a majority of the Common Stock beneficially owned by
disinterested shareholders or (2) as part of the business
combination if the disinterested shareholders receive a price for
their Common Stock equal to or greater than the price determined
in accordance with a statutory formula intended to assure that
the shareholder will receive an equitable price in the business
combination. New York law also prevents the Company from
purchasing more than 10% of the shares of Common Stock for more
than their market value unless the purchase is approved by the
Board of Directors and by a majority vote of all outstanding
Common Stock, unless the offer to purchase is extended to all
shareholders, or unless the offer is for Common Stock the holder
has held for more than 2 years.
The Common Stock is listed on the NASDAQ SmallCap Issues
Market.
Indemnification of Directors and Officers
The Certificate of Incorporation of the Company eliminates or
limits the personal liability of the members of the
Company's Board of Directors to the fullest extent permitted
under the New York Business Corporation Law (the
"BCL"), providing that directors will not be liable to
the Company or its shareholders for monetary damages for breach
of fiduciary duty as a director, except to the extent required by
law. The BCL requires that a director be liable if a judgment or
other final disposition adverse to the director establishes that
(1) such director's acts or omissions were in bad faith
or involved intentional misconduct or knowing violation of law;
or (2) such director personally gained in fact a financial profit
or other advantage to which the director was not legally
entitled; or (3) the acts of such director violated
Section 719 of the BCL. Section 719 provides that,
unless a director performs the duties of a director in good faith
and with a degree of care which an ordinary prudent person in a
like position would use under similar circumstances, the director
may be liable for voting or concurring in the following corporate
actions; (a) the declaration of an illegal dividend;
(b) a corporation's repurchase of its own shares when
the repurchase is not authorized by New York law;
(c) the distribution of assets to shareholders after
dissolution of the corporation without adequately providing for
known liabilities of the corporation; and (d) a loan by a
corporation to any director unless the loan is authorized by a
vote of shareholders.
The Company's by-laws require the Company to indemnify
any person (including any director, officer or employee) to the
full extent permitted by law, who is made, or threatened to be
made, a party to any action or proceeding, whether criminal or
civil, by reason of the fact that such person is or was a
director or officer of the Company or serves or serves any other
corporation in any capacity at the request of the Company.
In 1996, the Company also entered into Indemnity Agreements
(each, an "Indemnity Agreement") with certain of its
executive officers and directors (the "Indemnitees") by
which the Company formally agreed to indemnify them in the event
that they, or any of them, is made a party to or is threatened to
be made a party to, or is otherwise involved in a proceeding
(other than a proceeding by or in the right of the Company to
procure a judgment in its favor), against all expenses,
liabilities, judgments, fines and penalties actually and
reasonably incurred by Indemnitee in connection with the defense
or settlement of such proceeding, but only if Indemnitee acted in
good faith and in a manner which he reasonably believed to be in
or not opposed to the best interests of the Company and, in the
case of a criminal proceeding, in addition, had no reasonable
cause to believe that his conduct was unlawful.
Under the Indemnity Agreement, no indemnification can be made
for (i) judgments, fines, penalties, or amounts paid in
settlement by or on behalf of Indemnitee; or (ii) other
expenses with respect to any claim, issue or matter as to which
Indemnitee shall have been adjudged to be liable to the Company,
unless and only to the extent that any court in which such
proceeding was brought determines upon application that, despite
any adjudication of liability but in view of all circumstances of
the case, Indemnitee is fairly and reasonably entitled to
indemnity for such judgments, fines, penalties, or expenses as
such court shall deem proper. The Indemnity Agreement also
excludes, among others, any right to payments made under any
insurance policy, or payments paid to an Indemnitee, otherwise
than pursuant to the Indemnity Agreement.
Exhibits
Exhibit
        Number
Description
Page
4.1
2001 Taylor Devices, Inc.
        Stock Option Plan (incorporated by reference to Exhibit
        "A" to Taylor Devices, Inc. Proxy Statement
        dated September 27, 2001, Commission File
        No. 0-3498).
22
4.2
Form of Stock Option
        Agreement.
23
5
Opinion of Hiscock &
        Barclay, LLP regarding legality of common stock being
        registered.
29
23.1
Consent of Lumsden &
        McCormick, LLP
31
23.2
Consent of Hiscock &
        Barclay, LLP (included in their Opinion filed as Exhibit
        5).
Undertakings
1. The undersigned Company hereby undertakes:
(a) To file, during any period in which the Company offers
    or sells securities, a post-effective amendment to this
    Registration Statement, to include any additional or changed
    material information on the plan of distribution not
    previously disclosed in this Registration Statement.
(b) That, for the purpose of determining any liability
    under the Securities Act, to treat each post-effective
    amendment as a new registration statement of the securities
    offered, and the offering of such securities at that time to
    be the initial
bona fide
offering.
(c) To file a post-effective amendment to remove from
    registration any of the securities which remain unsold at the
    end of the offering.
2. Insofar as indemnification for liabilities arising under
the Securities Act 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 Commission such indemnification is against
public policy as expressed in the Securities Act and is,
therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment
by the Company of expenses incurred or paid by a director,
officer or controlling person of the Company in the successful
defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the
securities being registered, the Company will, unless in the
opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the
question whether such indemnification by the Company is against
public policy as expressed in the Securities Act and will be
governed by the final adjudication of such issue.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
the Company 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 North Tonawanda, State of New York, on the 21
th
day of December, 2001
TAYLOR DEVICES, INC.
By:
/s/Douglas P. Taylor
Douglas
        P. Taylor,
President, Chief Executive Officer and Director
(
Principal Executive Officer
)
and
By:
/s/Kenneth G. Bernstein
Kenneth
        G. Bernstein, Treasurer
(
Principal Financial and Accounting
        Officer
)
POWER OF ATTORNEY
Each person whose signature appears below constitutes and
appoints Douglas P. Taylor his attorney-in-fact, with the
power of substitution, for him in any and all capacities, to sign
any amendments to this registration statement, and to file the
same, with exhibits thereto and other documents in connection
therewith, with the Securities and Exchange Commission, hereby
ratifying and confirming all that said attorney-in-fact, or his
substitute or substitutes, may do or cause to be done by virtue
hereof.
Pursuant to the requirements of the Securities Act of 1933,
this registration statement has been signed below by the
following persons in the capacities and on the date indicated.
Signature
/s/ Randall L. Clark
Randall
        L. Clark, Director
Date: December 21, 2001
/s/ Richard G. Hill
Richard
        G. Hill, Director
Date: December 21, 2001
/s/ Joseph P. Gastel
Joseph
        P. Gastel, Director
Date: December 21, 2001
/s/ Donald B. Hofmar
Donald
        B. Hofmar, Director
Date: December 21, 2001
Exhibit 4.1
2001 Taylor Devices, Inc.
Stock Option Plan
INCORPORATED BY REFERENCE TO 2001 PROXY
STATEMENT
FILED WITH THE SECURITIES AND EXCHANGE
COMMISSION
ON SEPTEMBER 27, 2001
Exhibit 4.2
Form of Stock Option Agreement
SUMMARY OF OPTION GRANT
2001 TAYLOR DEVICES, INC. STOCK OPTION PLAN
Name of Optionee
: __________________________________
Address of Optionee
: ________________________________
________________________________
Taxpayer Identification Number:
_______________
Number of Options
: ______________
Exercise Price per Share
: ______________
________Incentive Stock Options
OR
________Non-Qualified Stock Options 
     Date of Grant:
_________  Expiration Date:
________
STOCK OPTION AGREEMENT
The undersigned, TAYLOR DEVICES, INC., a New York corporation
with offices at 90 Taylor Drive, North Tonawanda, New York
14120 (the "Company") and the above named Optionee, an
individual residing at the address shown in the above, hereby
enter into this STOCK OPTION AGREEMENT effective as of the Date
of Grant (the "Agreement"), as stated above, upon the
Terms and Conditions attached hereto and expressly incorporated
into this Agreement (the "Terms and Conditions").
TAYLOR DEVICES, INC.
By:
___________________
Douglas P. Taylor, President
The undersigned Optionee hereby agrees to the Terms and
Conditions, and acknowledges receipt from the Company of a copy
of the 2001 Taylor Devices, Inc. Stock Option Plan and a Plan
Prospectus dated December 21, 2001.
OPTIONEE:
_____________________________________
[NAME]
TERMS AND CONDITIONS
OF
2001 TAYLOR DEVICES, INC. STOCK OPTION PLAN
Optionee is an [employee/ director] of the Company. The
Compensation Committee of the Company (the "Committee")
has determined that the Optionee is a key employee of the
Company, or has otherwise met the criteria necessary for the
grant of options under the 2001 Taylor Devices, Inc. Stock Option
Plan (the "2001 Plan"). The 2001 Plan was adopted by
the Board of Directors of the Company and approved by
shareholders on November 2, 2001. The Committee has elected to
grant options to the Optionee, which options shall be exercised
in accordance with this Agreement and the 2001 Plan; and
Optionee wishes to accept this grant.
NOW, THEREFORE,
the Company and the Optionee agree
    as follows:
1.
Grant of Options
. By this Agreement, the Company
grants to the Optionee, and the Optionee accepts from the Company
as of the date of this Agreement, on the terms and conditions set
forth herein, options (individually or collectively referred to
as the "Options") to purchase the number of shares of
its common stock, $0.025 par value (the "Common
Stock"), at the purchase price per share, set forth above in
the Summary of Option Grant. As specified in such Summary of
Option Grant, the Options are either Incentive Stock Options, or
Non-Qualified Stock Options which will not be treated as
"Incentive Stock Options" under the Internal Revenue
Code of 1986, as amended (the "Code"). As provided in
the 2001 Plan, to the extent that the aggregate fair market value
(determined as of the Grant Date) of Common Stock with respect to
which Options are exercisable for the first time by Optionee
during any calendar year (under all plans of the Company and its
Subsidiaries) exceeds one hundred thousand dollars ($100,000),
the Options or portions thereof which exceed such limit
(according to the order in which granted) shall be treated as
Non-Qualified Stock Options notwithstanding any inconsistent
designation in the Summary of Option Grant.
The Options are issued under and subject to all of the terms
and conditions of the 2001 Plan. The 2001 Plan, except as
expressly modified by the provisions set forth in this Agreement,
is hereby incorporated by reference into this Agreement. Terms
defined in the 2001 Plan and not otherwise defined in this
Agreement shall have the meanings set forth in the 2001 Plan.
2.
Term of Option
. The Options shall terminate on and
shall not be exercisable after the Expiration Date set forth
above in the Summary of Option Grant and in no event more than
ten (10) years after the Date of Grant. In the event that the
Options shall be designated as Incentive Stock Options and
granted to a more than ten percent (10%) shareholder of the
Company, the Options shall terminate not later than five (5)
years after the Date of Grant, as set forth in this Agreement.
Except as provided herein, the Options may be exercised only
during the continuance of the Optionee's employment with the
Company.
a. Options held by an Optionee who is Permanently and
    Totally Disabled shall terminate (i) in the case of Incentive
    Stock Options, one (1) year after the date of termination of
    employment, and (ii) in the case of Non-Qualified Stock
    Options, upon their Expiration Date.
b. An Option held by an Optionee whose employment is
    terminated due to death or who dies within three (3) months
    after termination of employment shall terminate (i) in the
    case of an Incentive Stock Option, one (1) year after the
    date of termination of employment, and (ii) in the case of a
    Non-Qualified Stock Option, within one (1) year from the date
    the Optionee's death, and the Option shall be exercisable
    within such period of one (1) year by the executor or
    administrator of the Optionee's estate or by the person to
    whom the Optionee shall have transferred such right by last
    will and testament or by the laws of descent or distribution.
c. Options held by an Optionee who is terminated for
    cause, as determined by the Committee, shall expire
    immediately upon the date of termination unless some other
    expiration date is fixed by the Committee.
d. Options held by an Optionee whose employment with the
    Company terminates for any reason other than those specified
    in subsections (a), (b) or (c) above shall expire (i) in the
    case of Incentive Stock Options, three (3) months after the
    date of termination; and (ii) in the case of Non-Qualified
    Stock Options, eighteen (18) months after the date of
    termination.
e. Notwithstanding the foregoing, no Option shall be
    exercisable after the Expiration Date.
The Committee shall determine in its discretion whether an
authorized leave of absence or an absence for military or
governmental service shall constitute termination of employment
for purposes of the 2001 Plan. Any determination by the Committee
shall be final, conclusive and binding upon the affected Optionee
and any person claiming under or through such Optionee.
Termination of employment with any Subsidiary in order to accept
employment with another Subsidiary or while remaining an employee
of the Company or of any Subsidiary shall not be termination of
employment for the purposes of this Agreement.
3.
Exercise of Options
. The Optionee shall exercise all
or any part of the vested Options by giving written notice to the
Company, in such form as the Committee shall have prescribed or
approved, of such election and of the number of shares he or she
has elected to purchase. The purchase price per share of the
Options shall be the price set forth in the Summary of Option
Grant above. The full purchase price of the shares as to which
the Options are being exercised shall be paid in cash; provided,
however, that in lieu of cash, with the approval of the Committee
at or prior to exercise, an Optionee may exercise his or her
Options by tendering to the Company shares of Common Stock owned
by him or her pursuant to Section 9(b) of the 2001 Plan.
4.
Shareholder Rights
. Neither the Optionee nor any
transferee under this Agreement shall have any rights as a
shareholder with respect to any shares subject to Options until
the date a stock certificate is issued evidencing ownership of
such shares. The Company shall deliver to the Optionee a
certificate representing the shares as to which options have been
exercised as soon as administratively feasible following such
exercise.
5.
Non-Transferability
. Options shall not be assignable
or transferable by the Optionee other than by will or the laws of
descent and distribution. During the lifetime of an Optionee, the
Options shall be exercisable only by such Optionee. Any transfer
of Options attempted in violation of this Agreement shall be
void.
6.
Compliance with Securities Laws
. No Options shall be
exercisable in whole or in part if at any time the Committee or
the Board of Directors, as the case may be, shall determine, in
its discretion, that the listing, registration, or qualification
of the shares subject to such Options on any securities exchange
or under any applicable law, or the consent or approval of any
government regulatory body, is necessary or desirable as a
condition of or in connection with the granting of such Options
or the issue of shares thereunder unless such listing,
registration, qualification, consent, or approval shall have been
effected or obtained free of any conditions not acceptable to the
Board. If a registration statement under the Securities Act of
1933 with respect to shares issuable upon exercise of any Options
is not in effect at the time of exercise, the person exercising
such Option shall give the Committee a written statement,
satisfactory in form and substance to the Committee, that he or
she is acquiring the shares for his or her own account for
investment and not with a view to their distribution, and the
Company may place upon any stock certificate for shares issuable
upon exercise of such Options such legend as the Committee may
prescribe to prevent disposition of the shares in violation of
the Securities Act of 1933 and any other applicable law.
7.
Reporting
. In the event the Optionee disposes of the
shares acquired from the Options and, as a result of the
disposition, recognizes ordinary income, the Optionee shall give
written notice to the Company, as soon as reasonably practicable,
of such disposition and the amount taxable as ordinary income to
the Optionee as a result of the disposition.
8.
Notices
. All notices provided for under this
Agreement shall be in writing and shall be delivered by hand or
sent by certified mail to the addresses specified in the Summary
of Option Grant above or to such other addresses that the
respective parties may designate in writing.
9.
No Right to Employment
. Nothing contained in this
Agreement, nor the granting of any Options to the Optionee
hereunder, shall constitute or be evidence of any agreement or
understanding, express or implied, on the part of the Company to
employ or continue employment of Optionee for any specific
period.
10.
Interpretation
. This Agreement shall be governed by
and construed under the laws of the State of New York, without
reference to conflict-of-laws principles. All decisions and
interpretations made by the Committee or the Board of Directors
with respect to any question arising under this Agreement or the
2001 Plan shall be conclusive and binding upon the Optionee.
11.
Amendment
. No term, condition, understanding or
agreement purporting to modify the terms of this Agreement shall
be binding unless made in writing and signed by both parties
hereto.
12.
Waiver
. No failure of a party to exercise any power
given to it under this Agreement or to insist upon strict
compliance with any obligation or condition thereunder, and no
custom or practice of the parties at variance with the terms
hereof shall constitute a waiver by such party of its rights to
demand exact compliance with the terms of this Agreement.
13.
Binding on Heirs, etc
. This Agreement shall inure
to the benefit of and be binding upon the Company and its
successors and the Optionee and his or her heirs, executors and
administrators.
Exhibit 5
Legality Opinion and Consent
December 20, 2001
Taylor Devices, Inc.
90 Taylor Drive
PO Box 748
North Tonawanda, New York 14120-0748
Attention: Douglas P. Taylor, President and CEO
Re: 2001 Taylor Devices, Inc. Stock Option Plan
Ladies and Gentlemen:
We have represented Taylor Devices, Inc. (the
"Company") in connection with the issuance by the
Company of up to 135,000 shares of its common stock, par value
$0.025 per share (the "Shares"), subject to options to
be granted ("Stock Options") pursuant to the 2001
Taylor Devices, Inc. Stock Option Plan (the "Plan").
This opinion is being submitted at your request for use as an
Exhibit to the Company's Registration Statement on Form S-8
in accordance with the Securities Act of 1933 (the
"Act"), which Registration Statement is to be filed
with the Securities and Exchange Commission (the "SEC")
on or about December 21, 2001 (the "Registration
Statement").
In preparing this opinion, we examined (1) the Plan; (2) the
Company's Certificate of Incorporation and By-laws, each as
amended; (3) the Annual Report on Form 10-KSB for the fiscal year
ended May 31, 2001; (4) the Quarterly Report on Form 10-QSB for
the fiscal quarter ended August 31, 2001; (5) the Proxy
Statement, dated September 27, 2001, mailed to shareholders in
connection with the Annual Meeting of Shareholders held on
November 2, 2001; (6) the resolutions of the Board of Directors
approving the Plan, dated August 22, 2001; (7) the Issuer
Statement on Form M-11 filed with the New York Department of Law
on or about December 10, 1998 (collectively, the "Reviewed
Documents"), and such questions of law as we have deemed
necessary or appropriate.
In rendering this opinion, other than our review of the
Reviewed Documents, we have made no inquiry as to any factual
matter. Based on the foregoing, and assuming that:
(a) the Plan has been duly adopted;
(b) on the dates of exercise, the Stock Options (i) will
    have been duly granted in accordance with the Plan; (ii) will
    constitute the legal, valid, and binding obligations of the
    Company; and, (iii) subject to applicable bankruptcy,
    insolvency and other laws affecting the enforceability of
    creditors' rights generally, will be enforceable as to
    the Company in accordance with the terms of the Plan; and
(c) no change occurs in the applicable law or the
    pertinent facts.
it is our opinion that the Shares are duly authorized and,
when the Stock Options are exercised in accordance with their
terms and the terms of the Plan, the Shares will be validly
issued, fully paid and nonassessable.
The foregoing opinion is limited to the federal laws of the
United States and the laws of the State of New York, and we
express no opinion as to the effect of the laws of any other
jurisdiction.
We consent to the use of this opinion as an Exhibit to the
Registration Statement. In giving our consent, we do not thereby
admit that we are in the category of persons whose consent is
required under Section 7 of the Act, or of the Rules and
Regulations of the SEC thereunder.
Very truly yours,
/s/ Hiscock & Barclay, LLP
Exhibit 23.1
Consent of Lumsden & McCormick, LLP
[LETTERHEAD OF LUMSDEN & McCORMICK, LLP]
To the Board of Directors of
Taylor Devices, Inc.
Gentlemen:
We hereby consent to the incorporation by reference in this
Registration Statement on Form S-8 of our report dated
August 2, 2001, which appears on page 21 of the Annual
Report to the Securities and Exchange Commission of Taylor
Devices, Inc. on Form 10-KSB for the fiscal year ended
May 31, 2001.
/s/ Lumsden & McCormick, LLP
LUMSDEN & McCORMICK, LLP
Buffalo, New York
December 20, 2001