VIRCO MFG CORPORATION (Form: S-8, Received: 06/21/2019 14:36:42)

As filed with the Securities and Exchange Commission on June 21, 2019

Registration No. 333-

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

______________________

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

______________________

VIRCO MFG. CORPORATION

(Exact name of registrant as specified in its charter)



Delaware		95-1613718
(State or other jurisdiction of		(I.R.S. Employer
Incorporation or organization)		Identification No.)

2027 Harpers Way

Torrance, CA 90501

(310) 533-0474

(Address of principal executive offices)

______________________

Virco Mfg. Corporation 2019 Omnibus Equity Incentive Plan

(Full title of the Plan(s))

______________________

Robert A. Virtue

Chief Executive Officer

Virco Mfg. Corporation

2027 Harpers Way

Torrance, CA 90501

(310) 533-0474

(Name, address and telephone number, including area code, of agent for service)

______________________

Copy to:

Allen Z. Sussman, Esq.

Loeb & Loeb LLP

10100 Santa Monica Blvd.

Suite 2200

Los Angeles, CA 90067

(310) 282-2000

_______________________________

CALCULATION OF REGISTRATION FEE



Title of Securities to be Registered	Amount to be registered (1)	Proposed maximum offering price per share (2)	Proposed maximum aggregate offering price (2)	Amount of registration fee
Common Stock, $0.01 par value per share	1,000,000 shares	$4.25	$4,250,000	$515.10

(1) Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement includes an indeterminate number of additional shares which may be offered and issued to prevent dilution from stock splits, stock dividends or similar transactions as provided in the above-referenced plan.

(2) Estimated solely for the purpose of calculating the registration fee. Pursuant to Rule 457(c) and Rule 457(h) under the Securities Act, the proposed maximum offering price per share and the proposed maximum aggregate offering price have been determined on the basis of the average of the high and low prices of the Registrant’s Common Stock reported on NASDAQ on June 19, 2019.

EXPLANATORY NOTE

On May 17, 2019, Virco Mfg. Corporation (“ we ”, “ us ”, the “ Company ” or the “ Registrant ”) filed its definitive proxy statement with the Securities and Exchange Commission, including a proposal that stockholders of the Company approve the Company’s 2019 Omnibus Equity Incentive Plan (the “ Plan ”), which Plan was previously approved by the Company’s Board of Directors. On June 18, 2019, the stockholders of the Company approved the Plan. This Registration Statement on Form S-8 (the “ Registration Statement ”) relates to the registration of shares of Common Stock, par value $0.01 per share, of the Company to be offered and sold under the Plan .

PART I

INFORMATION REQUIRED IN THE

SECTION 10(a) PROSPECTUS

The documents containing the information specified in this Part I will be sent or given to employees, officers, directors or others as specified by Rule 428(b)(1) under the Securities Act of 1933, as amended (the “ Securities Act ”). In accordance with the rules and regulations of the Securities and Exchange Commission (the “ Commission ”) and the instructions to Form S-8, such documents are not being filed with the Commission either as part of this Registration Statement or as prospectuses or prospectus supplements pursuant to Rule 424 of the Securities Act. Such documents and the documents incorporated by reference in this Registration Statement pursuant to Item 3 of Part II hereof, taken together, constitute a prospectus that meets the requirements of Section 10(a) of the Securities Act.

PART II

INFORMATION REQUIRED IN THE

REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

The rules of the Commission allow us to incorporate by reference into this Registration Statement the information we file with them, which means that we can disclose important information to you by referring you to those documents. The information incorporated by reference is considered to be part of this Registration Statement, and information that we file later with the Commission will automatically update and supersede this information. This Registration Statement incorporates by reference the documents listed below (other than portions of these documents that are deemed furnished under applicable Commission rules rather than filed and exhibits furnished in connection with such items):


a)	The Company’s Annual Report on Form 10-K for the fiscal year ended January 31, 2019, filed with the Commission on May 1, 2019;


b)	The Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended April 30, 2019, filed with the Commission on June 14, 2019;


c)	The Company’s Definitive Proxy Statement for the 2019 Annual Meeting of Stockholders held on June 18, 2019, which was filed with the Commission on May 17, 2019;


d)	All other reports filed by the Company pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), since the end of the fiscal year covered by the Annual Report referred to in (a) above (in each case, except for the information furnished under Items 2.02 or 7.01 in any current report on Form 8-K); and


e)	The description of the Company’s Common Stock contained in the Company’s Registration Statement on Form 8-B, as filed with the Commission in August 1984, as subsequently amended from time to time.

All reports and other documents subsequently filed by us pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-effective amendment to this Registration Statement which indicates that all securities offered hereby have been sold or which deregisters all securities remaining unsold, shall be deemed to be incorporated by reference in this Registration Statement and to be a part hereof from the date of filing of such reports and other documents; provided, however ,

that documents or information deemed to have been furnished and not filed in accordance with Commission rules shall not be deemed incorporated by reference into this Registration Statement.

For the purposes of this Registration Statement, any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.

Item 4. Description of Securities.

Not applicable.

Item 5. Interests of Named Experts and Counsel.

Not applicable.

Item 6. Indemnification of Directors and Officers.

Section 145 of the Delaware General Corporation Law provides that a corporation may indemnify directors and officers as well as other employees and individuals against expenses (including attorneys’ fees), judgments, fines, and amounts paid in settlement in connection with specified actions, rules, or proceedings, whether civil, criminal, administrative, or investigative (other than action by or in the right of the corporation - a “derivative action”), if they acted in good faith and in a manner they reasonably believed to be in or not opposed to the best interests of the corporation and, with respect to any criminal action or proceeding, had no reasonable cause to believe their conduct was unlawful. A similar standard is applicable in the case of derivative actions, except that indemnification only extends to expenses (including attorneys’ fees) incurred in connection with the defense or settlement of such action, and the statute requires court approval before there can be any indemnification where the person seeking indemnification has been found liable to the corporation. The statute provides that it is not exclusive of other indemnification that may be granted by a corporation’s charter, by-laws, disinterested director vote, stockholder vote, agreement, or otherwise.

Article VIII of the Company’s Bylaws also provides that the Company will indemnify, to the fullest extent authorized by the laws of the State of Delaware, each person who was or is made a party or is threatened to be made a party to or is otherwise involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that he or she is or was a director or an officer of the Corporation or is or was serving at the request of the Corporation as a director, officer or trustee of another corporation or of a partnership, joint venture, trust or other enterprise, including service with respect to an employee benefit plan.

Article Nineteenth of the Company’s Certificate of Incorporation, as amended, provides for the elimination of liability for monetary damages for breach of the directors’ fiduciary duty to the Company and its stockholders to the fullest extent permitted by Delaware law. Section 102(b)(7) of the Delaware General Corporation Law permits a corporation to provide in its certificate of incorporation that a director of the corporation shall not be personally liable to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, except for liability for (i) any breach of the director’s duty of loyalty to the corporation or its stockholders, (ii) acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) payment of unlawful dividends or unlawful stock purchases or redemptions, or (iv) any transaction from which the director derived an improper personal benefit.

We may also secure insurance on behalf of any officer, director, employee or other agent for any liability arising out of his or her actions, regardless of whether Delaware law would permit indemnification. We have obtained liability insurance for our directors and officers.

Item 7. Exemption From Registration Claimed.

Not applicable.

Item 8. Index to Exhibits.



Exhibit Number	Document
4.1	Certificate of Incorporation, as amended, of Virco Mfg. Corporation (incorporated by reference to Exhibit 1 to the Company’s Form 8-A12B filed with the Commission on June 18, 2007)
4.2	Second Amended and Restated Bylaws of Virco Mfg. Corporation (incorporated by reference to the Company’s Quarterly Report on Form 10-Q filed with the Commission on September 12, 2014)
4.3	2019 Omnibus Equity Incentive Plan of Virco Mfg. Corporation (incorporated by reference to Appendix A to the Company’s Definitive Proxy Statement filed with the Commission on May 17, 2019)
4.4	Form of Restricted Stock Agreement
4.5	Form of Restricted Stock Unit Agreement
4.6	Form of Incentive Stock Option Agreement
4.7	Form of Nonqualified Option Agreement
4.8	Form of Unrestricted Stock Agreement
5.1	Opinion of Loeb & Loeb LLP
23.1	Consent of Deloitte & Touche LLP
23.2	Consent of Ernst & Young LLP
23.3	Consent of Loeb & Loeb LLP (contained in Exhibit 5.1)
24.1	Power of Attorney (see Signature Page)

Item 9. Undertakings.

(a) The undersigned Registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:

(i) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;

(ii) To reflect in the prospectus any facts or events arising after the effective date of the Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the Registration Statement. Notwithstanding the foregoing, any increase or decrease in the volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Securities and Exchange Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective Registration Statement;

(iii) To include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the Registration Statement;

provided, however, that paragraphs (i) and (ii) above do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Securities and Exchange Commission by the Registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in this Registration Statement.

(2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new Registration Statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(b) The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the Registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Securities

Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the Registration Statement shall be deemed to be a new Registration Statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(c) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

SIGNATURES

Pursuant to the requirements of the Securities Act, the Registrant, Virco Mfg. Corporation, 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 Torrance, State of California, on June 21, 2019.

VIRCO MFG. CORPORATION

By: /s/ Robert A. Virtue

Robert A. Virtue

President and Chief Executive Officer

POWER OF ATTORNEY

Each person whose signature appears below constitutes and appoints Robert A. Virtue and Robert E. Dose, and each of them, as attorneys-in-fact, each with the power of substitution, for him in any and all capacities, to sign any amendment to this Registration Statement and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting to said attorneys-in-fact, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming the said attorney-in-fact or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act, this Registration Statement has been signed by the following persons in the capacities and on the date indicated.



SIGNATURE	TITLE	DATE
/s/ Robert A. Virtue	Chairman of the Board, Chief Executive Officer and Director (Principal Executive Officer)	June 21, 2019
Robert A. Virtue		June 21, 2019

/s/ Douglas A. Virtue	President, Director	June 21, 2019
Douglas A. Virtue	President, Director	June 21, 2019

/s/ Robert E. Dose	Sr. Vice President, Finance, Secretary and Treasurer (Principal Financial Officer)	June 21, 2019
Robert E. Dose		June 21, 2019

/s/ Bassey Yau	Vice President, Accounting, Corporate Controller, Assistant Secretary and Assistant Treasurer (Principal Accounting Officer)	June 21, 2019
Bassey Yau		June 21, 2019

/s/ Alexander L. Cappello	Director	June 21, 2019
Alexander L. Cappello		June 21, 2019

/s/ Craig Levra	Director	June 21, 2019
Craig Levra		June 21, 2019

/s/ Don Rudkin	Director	June 21, 2019
Don Rudkin		June 21, 2019

/s/ Robert Lind	Director	June 21, 2019
Robert Lind		June 21, 2019

/s/ Kathy Virtue Young	Director	June 21, 2019
Kathy Virtue Young		June 21, 2019

/s/ Agnieszka Winkler	Director	June 21, 2019
Agnieszka Winkler		June 21, 2019

INDEX TO EXHIBITS



Exhibit Number	Document
4.1	Certificate of Incorporation, as amended, of Virco Mfg. Corporation (incorporated by reference to Exhibit 1 to the Company’s Form 8-A12B filed with the Commission on June 18, 2007)
4.2	Second Amended and Restated Bylaws of Virco Mfg. Corporation (incorporated by reference to the Company’s Quarterly Report on Form 10-Q filed with the Commission on September 12, 2014)
4.3	2019 Omnibus Equity Incentive Plan of Virco Mfg. Corporation (incorporated by reference to Appendix A to the Company’s Definitive Proxy Statement filed with the Commission on May 17, 2019)
4.4	Form of Restricted Stock Agreement
4.5	Form of Restricted Stock Unit Agreement
4.6	Form of Incentive Stock Option Agreement
4.7	Form of Nonqualified Option Agreement
4.8	Form of Unrestricted Stock Agreement
5.1	Opinion of Loeb & Loeb LLP
23.1	Consent of Deloitte & Touche LLP
23.2	Consent of Ernst & Young LLP
23.3	Consent of Loeb & Loeb LLP (contained in Exhibit 5.1)
24.1	Power of Attorney (see Signature Page)

Exhibit 4.4

VIRCO MFG. CORPORATION

2019 OMNIBUS EQUITY INCENTIVE PLAN

RESTRICTED STOCK AGREEMENT

THIS AGREEMENT made as of ___________, 2019 [insert date on which Committee awards the Restricted Stock] (the “ Grant Date ”), by and between Virco Mfg. Corporation (the “ Company ”), and ___________________ (the “ Awardee ”).

WITNESSETH:

WHEREAS, the Company has adopted and maintains the Virco Mfg. Corporation 2019 Omnibus Equity Incentive Plan, effective [_______], 2019 (the “ Plan ”), and

WHEREAS, the Committee has authorized the award to the Awardee of Restricted Stock under the Plan, on the terms and conditions set forth in the Plan and as hereinafter provided,

NOW, THEREFORE, in consideration of the premises contained herein, the Company and the Awardee hereby agree as follows:

1. Plan . This Restricted Stock Award is made pursuant to the terms of the Plan which are incorporated herein by reference. Terms used in this Agreement which are defined in the Plan shall have the same meaning as set forth in the Plan.

2. Award of Restricted Stock . The Company hereby grants to the Awardee [insert # of shares] shares of Restricted Stock. All such shares of Restricted Stock shall be subject to the restrictions and forfeiture provisions contained in Sections 4, 5 and 6, such restrictions and forfeiture provisions to become effective immediately upon execution of this Agreement by the parties hereto.

3. Share Certificates . The Awardee hereby acknowledges that [insert #] share certificates for shares of Restricted Stock are hereby awarded and shall be promptly delivered to the Awardee hereunder, each bearing the following legend:

The transferability of this certificate and the shares represented hereby are subject to the terms and conditions (including forfeiture) of an Agreement entered into between the registered owner and Virco Mfg. Corporation, effective as of _________, 2019. Copies of such Agreement are on file in the offices of the Secretary of Virco Mfg. Corporation, 2027 Harpers Way, Torrance, CA 90501.

4. Vesting . Except as provided below and subject to the Awardee’s continued service with the Company for the applicable vesting period, the shares of Restricted Stock shall vest, no longer be subject to restrictions and become transferable pursuant to the terms of the Plan pursuant to the following schedule:

[Insert Vesting Schedule]

The shares of Restricted Stock shall not be transferable unless and until (and solely to the extent) the Awardee satisfies the vesting requirements contained herein. To the extent the above vesting requirements are not satisfied, the nonvested shares of Restricted Stock shall be forfeited by the Awardee.

5. Termination of Service . In the event of the Awardee’s Termination of Service with the Company or an Affiliate, as applicable, for any reason prior to vesting of the shares of Restricted Stock, the terms of Article VI of the Plan shall control.

6. [Change of Control . Notwithstanding the vesting requirements contained in Section 4, upon a Change of Control, all of the shares of Restricted Stock shall automatically become fully vested, no longer subject to restrictions and freely transferable, in each case as of the date of such Change of Control.

7. Voting and Dividend Rights . The Awardee shall have the voting and dividend rights of a shareholder of Shares with respect to the shares of Restricted Stock; provided , however , that any dividends paid in the form of Shares shall be deposited with the Company, together with a share power endorsed in blank or other appropriate instrument of transfer and shall be subject to the same restrictions as the shares of Restricted Stock.]

8. Regulation by the Committee . This Agreement and the shares of Restricted Stock shall be subject to the administrative procedures and rules as the Committee shall adopt. All decisions of the Committee upon any question arising under the Plan or under this Agreement, shall be conclusive and binding upon the Awardee.

9. Withholding . The Company or an Affiliate shall be entitled to deduct and withhold the minimum amount necessary in connection with the Awardee’s shares of Restricted Stock Award to satisfy its withholding obligations under any and all applicable federal, state and/or local tax rules or regulations. The Awardee shall be entitled to make an election to include the Fair Market Value of the shares of Restricted Stock into income under Section 83(b) of the Code.

10. Amendment . The Committee may amend this Agreement at any time and from time to time; provided , however , that no amendment of this Agreement that would materially and adversely impair the Awardee’s rights or entitlements with respect to the Restricted Stock shall be effective without the prior written consent of the Awardee.

11. Awardee Acknowledgment . Awardee acknowledges and agrees that the vesting of Shares pursuant to this Agreement is earned only by continuing service with the Company. Awardee further acknowledges and agrees that nothing in this Agreement, nor in the Plan shall confer upon the Awardee any right to continue in the service of the Company, nor shall it interfere in any way with Awardee’s right or the Company’s right to terminate Awardee’s service at any time, with or without Cause. Awardee acknowledges receipt of a copy of the Plan and represents that he or she is familiar with the terms and provisions thereof. Awardee has reviewed the Plan and this Award in their entirety, has had an opportunity to obtain the advice of counsel prior to executing this Award and fully understands all provisions of the Award. By executing this Agreement, the Awardee hereby agrees to be bound by all of the terms of both the Plan and this Agreement.



	VIRCO MFG. CORPORATION

	By: Its: , Awardee	Date Date

Exhibit 4.5

VIRCO MFG. CORPORATION

2019 OMNIBUS EQUITY INCENTIVE PLAN

RESTRICTED STOCK UNIT AGREEMENT

THIS AGREEMENT made as of ___________, 201_ [insert date on which Committee awards the Restricted Stock Units] (the “ Grant Date ”), by and between Virco Mfg. Corporation (the “ Company ”), and ___________________ (the “ Awardee ”).

WITNESSETH:

WHEREAS, the Company has adopted and maintains the Virco Mfg. Corporation 2019 U.S. Omnibus Equity Incentive Plan, effective [_______], 2019 (the “ Plan ”), and

WHEREAS, the Committee has authorized the award to the Awardee of Restricted Stock Units under the Plan, on the terms and conditions set forth in the Plan and as hereinafter provided,

NOW, THEREFORE, in consideration of the premises contained herein, the Company and the Awardee hereby agree as follows:

1. Plan . This Restricted Stock Unit Award is made pursuant to the terms of the Plan which are incorporated herein by reference. Terms used in this Agreement which are defined in the Plan shall have the same meaning as set forth in the Plan.

2. Award of Restricted Stock Units . Subject to the terms and conditions set forth in this Agreement and the Plan, the Company hereby grants to the Awardee [__] Restricted Stock Units. All such Restricted Stock Units shall be subject to the restrictions and forfeiture provisions contained in Sections 3, 5 and 6, such restrictions and forfeiture provisions to become effective immediately upon execution of this Agreement by the parties hereto.

3. Vesting . Except as provided below and subject to the Awardee’s continued service with the Company for the applicable vesting period, the Restricted Stock Units shall vest as follows:

[Insert Individual Service-based Vesting Requirement]

4. Payment of Restricted Stock Units . Subject to the terms and conditions set forth in this Agreement and the Plan and upon satisfaction of the vesting requirement as provided in Section 3, the Awardee shall be entitled to receive [a cash payment equal to the Fair Market Value of a Share for each Restricted Stock Unit] [one Share for each Restricted Stock Unit] [one Share for each Restricted Stock Unit or, in the complete and sole discretion of the Company, a cash payment equal to the Fair Market Value of a Share for each Restricted Stock Unit]. Such distribution shall be made no later than by the fifteenth (15 ^th ) day of the third (3 ^rd ) calendar month next following the end of the calendar year in which the Restricted Stock Unit first becomes vested (i.e., no longer subject to a “substantial risk of forfeiture”).

5. Termination of Service . In the event of the Awardee’s Termination of Service with the Company or an Affiliate, as applicable, for any reason prior to vesting of the Restricted Stock Units, the terms of Article VI of the Plan shall control.

6. [Change of Control . Notwithstanding the vesting requirements contained in Section 3, upon a Change of Control, all of the Restricted Stock Units shall automatically become fully vested as of the date of such Change of Control.]

7. No Rights as a Shareholder . A Restricted Stock Unit shall not constitute an equity interest in the Company and shall not entitle the Awardee to voting rights, dividends or any other rights associated with

ownership of Shares prior to the time the Awardee shall receive a distribution of Shares with respect to the Restricted Stock Unit.

8. Regulation by the Committee . This Agreement and the Restricted Stock Units shall be subject to the administrative procedures and rules as the Committee shall adopt. All decisions of the Committee upon any question arising under the Plan or under this Agreement, shall be conclusive and binding upon the Awardee.

9. Withholding . The Company or an Affiliate shall be entitled to deduct and withhold the minimum amount necessary in connection with the Awardee’s Restricted Stock Unit Award to satisfy its withholding obligations under any and all applicable federal, state and/or local tax rules or regulations.

10. Amendment . The Committee may amend this Agreement at any time and from time to time; provided , however , that no amendment of this Agreement that would materially and adversely impair the Awardee’s rights or entitlements with respect to the Restricted Stock Units shall be effective without the prior written consent of the Awardee.

11. Awardee Acknowledgment . Awardee acknowledges and agrees that the vesting of Restricted Stock Units pursuant to this Agreement is earned only by continuing service with the Company. Awardee further acknowledges and agrees that nothing in this Agreement, nor in the Plan shall confer upon the Awardee any right to continue in the service of the Company, nor shall it interfere in any way with Awardee’s right or the Company’s right to terminate Awardee’s service at any time, with or without Cause. Awardee acknowledges receipt of a copy of the Plan and represents that he or she is familiar with the terms and provisions thereof. Awardee has reviewed the Plan and this Award in their entirety, has had an opportunity to obtain the advice of counsel prior to executing this Award and fully understands all provisions of the Award. By executing this Agreement, the Awardee hereby agrees to be bound by all of the terms of both the Plan and this Agreement.



	VIRCO MFG. CORPORATION

	By: Its: , Awardee	Date Date

Exhibit 4.6

VIRCO MFG. CORPORATION

2019 OMNIBUS EQUITY INCENTIVE PLAN

INCENTIVE STOCK OPTION AGREEMENT

THIS AGREEMENT made as of _____________, 2019 [insert date on which Committee grants the Option] (the “ Grant Date ”), by and between Virco Mfg. Corporation (the “ Company ”), and ____________________ (the “ Optionee ”).

WITNESSETH:

WHEREAS, the Company has adopted and maintains the Virco Mfg. Corporation 2019 Omnibus Equity Incentive Plan effective [____________], 2019 (the “ Plan ”), and

WHEREAS, the Committee has authorized the grant to the Optionee of an Option under the Plan, on the terms and conditions set forth in the Plan and as hereinafter provided,

NOW, THEREFORE, in consideration of the premises contained herein, the Company and the Optionee hereby agree as follows:

1. Plan . This Option award is made pursuant to the terms of the Plan which are incorporated herein by reference. Terms used in this Agreement which are defined in the Plan shall have the same meaning as set forth in the Plan.

2. Grant of Option . The Company hereby grants to the Optionee an option to purchase [insert # of shares] of the Company’s Shares for an Option price per Share equal to [insert price] (the Fair Market Value of a Share on the date of the grant of the Option) [for more than 10% shareholders must be at least 110% of FMV] . The Option is intended by the Committee to qualify as an Incentive Stock Option as provided in Section 9 and the provisions hereof shall be interpreted on a basis consistent with such intent.

3. Exercise Period .

(a) The Option shall be exercisable on or after vesting of the Option pursuant to the terms of the Plan and this Agreement.

(b) All or any part of the Option may be exercised by the Optionee no later than the tenth (10th) anniversary of the Grant Date. [for more than 10% shareholders must be 5 years from Grant Date]

(c) This Agreement and the Option shall terminate on the earlier of (i) the tenth (10th) anniversary of the Grant Date, or (ii) the date as of which the Option has been fully exercised.

4. Vesting . Except as provided below and subject to the Optionee’s continuation of service with the Company during the vesting period, the Option shall vest and become exercisable pursuant to the following schedule:

[Insert Vesting Schedule]

5. Termination of Service . In the event of the Optionee’s Termination of Service with the Company, the provisions of Article VI of the Plan shall control.

6. [Change of Control . Notwithstanding the foregoing, upon a Change of Control, the Option shall automatically become fully vested and exercisable as of the date of such Change of Control.]

7. Restrictions on Transfer of Option . This Agreement and the Option shall not be transferable otherwise than by will or by the laws of descent and distribution and the Option shall be exercisable, during the Optionee’s lifetime, solely by the Optionee.

8. Exercise of Option .

(a) The Option shall become exercisable at such time as shall be provided herein or in the Plan and shall be exercisable by written notice of such exercise, in the form prescribed by the Committee, to the Secretary of the Company, at its principal office. The notice shall specify the number of Shares for which the Option is being exercised.

(b) Shares purchased pursuant to the Option shall be paid for in full at the time of such purchase in cash, in Shares, including Shares acquired pursuant to the Plan, or part in cash and part in Shares. Shares transferred in payment of the Option price shall be valued as of the date of transfer based on their Fair Market Value.

9. Tax Status of Option.

(a) Incentive Stock Option . This Option is intended to be an Incentive Stock Option within the meaning of Section 422(b) of the Code, but the Company does not represent or warrant that this Option qualifies as such. The Optionee should consult with the Optionee’s own tax advisor regarding the tax effects of this Option and the requirements necessary to obtain favorable income tax treatment under Section 422 of the Code, including, but not limited to, holding period requirements. If at any time the Option shall fail or cease to meet the requirements of Section 422 of the Code, it shall automatically convert to, and be treated as, a Non-qualified Stock Option under the terms of the Plan.

(b) Exercise Limitation . An Option shall not be treated as an Incentive Stock Option to the extent the aggregate Fair Market Value (determined at the time the Option is granted) of the Shares with respect to which the Optionee may exercise the Option for the first time during any calendar year, when added to the aggregate Fair Market Value of the shares subject to any other options designated as Incentive Stock Options granted to the Optionee under all stock option plans of Company and any parent corporation or subsidiary corporation thereof (both as defined in Section 424 of the Code) prior to the Grant Date with respect to which such options are exercisable for the first time during the same calendar year, shall exceed One Hundred Thousand Dollars ($100,000), as and only to the extent necessary to comply with the limitations under Code Section 422(d). For purposes of the preceding sentence, options designated as Incentive Stock Options shall be taken into account in the order in which they were granted, and the Fair Market Value of shares of stock shall be determined as of the time the option with respect to such shares is granted as required under Code Section 422(d).

(c) Notice of Disqualifying Disposition . The Optionee shall promptly notify the Company if the Optionee disposes of any of the Shares acquired pursuant to the Option within one (1) year after the date the Optionee exercises all or part of the Option or within two (2) years after the Grant Date of Option. Until such time as the Optionee disposes of such Shares in a manner consistent with the provisions of this Agreement, unless otherwise expressly authorized by the Company, the Optionee shall hold all Shares acquired pursuant to the Option in the Optionee’s name (and not in the name of any nominee) for the one-year period immediately after the exercise of the Option and the two-year period immediately after the Grant Date of the Option. At any time during the one-year or two-year periods set

forth above, the Company may place a legend on any certificate representing shares acquired pursuant to the Option requesting the transfer agent for the Company’s stock to notify the Company of any such transfers. The obligation of the Optionee to notify the Company of any such transfer shall continue notwithstanding that a legend has been placed on the certificate pursuant to the preceding sentence.

10. Regulation by the Committee . This Agreement and the Option shall be subject to the administrative procedures and rules as the Committee shall adopt. All decisions of the Committee upon any question arising under the Plan or under this Agreement, shall be conclusive and binding upon the Optionee and any person or persons to whom any portion of the Option has been transferred by will, by the laws of descent and distribution.

11. Rights as a Shareholder . The Optionee shall have no rights as a shareholder with respect to Shares subject to the Option until certificates for Shares are issued to the Optionee.

12. Reservation of Shares . With respect to the Option, the Company hereby agrees to at all times reserve for issuance and/or delivery upon payment by the Optionee of the Option price, such number of Shares as shall be required for issuance and/or delivery upon such payment pursuant to the Option.

13. Delivery of Share Certificates . Within a reasonable time after the exercise of the Option the Company shall cause to be delivered to the Optionee, his or her legal representative or his or her beneficiary, a certificate for the Shares purchased pursuant to the exercise of the Option.

14. Withholding . In the event the Optionee elects to exercise the Option (or any part thereof), the Company or an Affiliate shall be entitled to deduct and withhold the minimum amount necessary in connection with the issuance of Shares to the Optionee to satisfy its withholding obligations under any and all federal, state or local tax rules or regulations.

15. Amendment . The Committee may amend this Agreement at any time and from time to time; provided, however, that no amendment of this Agreement that would materially and adversely impair the Optionee’s rights or entitlements with respect to the Option shall be effective without the prior written consent of the Optionee.

16. Optionee Acknowledgment . Optionee acknowledges and agrees that the vesting of Shares pursuant to this Option Agreement is earned only by continuing service with the Company. Optionee further acknowledges and agrees that nothing in this Agreement, nor in the Plan shall confer upon the Optionee any right to continue in the service of the Company, nor shall it interfere in any way with Optionee’s right or the Company’s right to terminate Optionee’s service at any time, with or without Cause. Optionee acknowledges receipt of a copy of the Plan and represents that he or she is familiar with the terms and provisions thereof. Optionee has reviewed the Plan and this Option in their entirety, has had an opportunity to obtain the advice of counsel prior to executing this Option and fully understands all provisions of the Option. By executing this Agreement, the Optionee hereby agrees to be bound by all of the terms of both the Plan and this Agreement.



	VIRCO MFG. CORPORATION

	By: Its: , Optionee	Date Date

SAMPLE

NOTICE OF EXERCISE



Virco Mfg. Corporation Compensation Committee	Date of Exercise:

Ladies and Gentlemen:

This constitutes notice under my stock Option that I elect to purchase the number of Shares for the price set forth below.



Type of Option:	Incentive Stock Option

Grant Date:

Number of Shares as to which Option is exercised:

Certificates to be issued in name of:

Total exercise price:	$

Cash payment delivered herewith:	$

By this exercise, I agree (i) to execute or provide such additional documents as Virco Mfg. Corporation (the “Company”) may reasonably require pursuant to the terms of this Notice of Exercise and the Company’s 2019 Omnibus Equity Incentive Plan (the “Plan”), and (ii) to provide for the payment by me to the Company (in the manner designated by the Company) of the Company’s withholding obligation, if any, relating to the exercise of this Option.

Very truly yours,

Optionee

Exhibit 4.7

VIRCO MFG. CORPORATION

2019 OMNIBUS EQUITY INCENTIVE PLAN

NON-QUALIFIED STOCK OPTION AGREEMENT

WITNESSETH:

WHEREAS, the Company has adopted and maintains the Virco Mfg. Corporation Omnibus Equity Incentive Plan, effective [________], 2019 (the “ Plan ”), and

WHEREAS, the Committee has authorized the grant to the Optionee of an Option under the Plan, on the terms and conditions set forth in the Plan and as hereinafter provided,

NOW, THEREFORE, in consideration of the premises contained herein, the Company and the Optionee hereby agree as follows:

2. Grant of Option . The Company hereby grants to the Optionee an option to purchase [insert # of shares] of the Company’s Shares for an Option price per Share equal to [insert price] (the Fair Market Value of a Share on the date of the grant of the Option). The Option is intended by the Committee to be a Non-Qualified Stock Option and the provisions hereof shall be interpreted on a basis consistent with such intent.

3. Exercise Period .

(a) The Option shall be exercisable on or after vesting of the Option pursuant to the terms of the Plan and this Agreement.

(b) All or any part of the Option may be exercised by the Optionee no later than the tenth (10th) anniversary of the Grant Date.

(c) This Agreement and the Option shall terminate on the earlier of (i) the tenth (10th) anniversary of the Grant Date, or (ii) the date as of which the Option has been fully exercised.

5. [Insert Vesting Schedule]

6. Termination of Service . In the event of the Optionee’s Termination of Service with the Company, the provisions of Article VI of the Plan shall control.

7. [Change of Control . Notwithstanding the foregoing, upon a Change of Control, the Option shall automatically become fully vested and exercisable as of the date of such Change of Control.]

8. Restrictions on Transfer of Option . This Agreement and the Option shall not be transferable otherwise than (a) by will or by the laws of descent and distribution or (b) by gift to any Family Member of the Optionee, and the Option shall be exercisable, during the Optionee’s lifetime, solely by the Optionee, except on account of the Optionee’s Permanent and Total Disability or death, and solely by the transferee in the case of a transfer by gift to a Family Member of the Optionee.

9. Exercise of Option .

(b) [ Except as otherwise provided in [ Section 8(c) ] [ Sections 8(c) and 8(d) ] , ] Shares purchased pursuant to the Option shall be paid for in full at the time of such purchase in cash, in Shares, including Shares acquired pursuant to the Plan, or part in cash and part in Shares. Shares transferred in payment of the Option price shall be valued as of the date of transfer based on their Fair Market Value.

[ (c) The Option price may be paid, in whole or in part, by (i) an immediate market sale or margin loan as to all or a part of the Shares which the Optionee shall be entitled to receive upon exercise of the Option, pursuant to an extension of credit by the Company to the Optionee of the Option price (or portion thereof to be so paid), (ii) the delivery of the Shares from the Company directly to a brokerage firm, and (iii) the delivery of the Option price from sale or margin loan proceeds from the brokerage firm directly to the Company. ]

[[ (c) ] [ (d) ] The Option price may be paid, in whole or in part, by reducing the number of Shares to be issued upon exercise of the Option by the number of Shares having an aggregate Fair Market Value equal to the Option price (or portion thereof to be so paid) as of the date of the Option’s exercise . ]

11. Rights as a Shareholder . The Optionee shall have no rights as a shareholder with respect to Shares subject to the Option until certificates for Shares are issued to the Optionee.



	VIRCO MFG. CORPORATION

	By: Its: , Optionee	Date Date

SAMPLE

NOTICE OF EXERCISE



Virco Mfg. Corporation Compensation Committee	Date of Exercise:

Ladies and Gentlemen:

This constitutes notice under my stock Option that I elect to purchase the number of Shares for the price set forth below.



Type of Option:	Non-Qualified

Grant Date:

Number of Shares as to which Option is exercised:

Certificates to be issued in name of:

Total exercise price:	$

Cash payment delivered herewith:	$

Very truly yours,

Optionee

Exhibit 4.8

VIRCO MFG. CORPORATION

2019 OMNIBUS EQUITY INCENTIVE PLAN

UNRESTRICTED STOCK AWARD AGREEMENT

THIS AGREEMENT made as of ___________, 2019 [insert date on which Committee awards the stock] , (“ Grant Date ”) by and between Virco Mfg. Corporation (the “ Company ”), and ___________________ (the “ Awardee ”).

WITNESSETH:

WHEREAS, the Company has adopted and maintains the Virco Mfg. Corporation 2019 Omnibus Equity Incentive Plan, effective [_______], 2019 (the “Plan”), and

WHEREAS, the Committee has authorized an Unrestricted Stock Award to the Awardee under the Plan, on the terms and conditions set forth in the Plan and as hereinafter provided,

NOW, THEREFORE, in consideration of the premises contained herein, the Company and the Awardee hereby agree as follows:

1. Plan . This Unrestricted Stock Award is made pursuant to the terms of the Plan which are incorporated herein by reference. Terms used in this Agreement which are defined in the Plan shall have the same meaning as set forth in the Plan.

2. Award of Stock . The Company hereby grants to the Awardee [insert # of shares] of unrestricted stock subject to the terms of the Plan and this Agreement.

3. Share Certificates . The Awardee hereby acknowledges that [insert #] share certificates for such Shares shall be issued and delivered to the Awardee as soon as practicable after the Grant Date, subject to any delay of vesting under Section 4.

4. Vesting . The Shares awarded hereunder shall be fully vested upon the later of the Grant Date or the date the shareholders approve the Plan pursuant to Article III of the Plan. In the event that the shareholders have not approved the Plan as of the Grant Date, the Award shall be treated as a Restricted Stock Award under the terms of the Plan and shall be subject to forfeiture in the event of the Awardee’s Termination of Service with the Company prior to the approval of the Plan by the shareholders.

5. Regulation by the Committee . This Agreement and the Unrestricted Stock Award shall be subject to the administrative procedures and rules as the Committee shall adopt. All decisions of the Committee upon any question arising under the Plan or under this Agreement shall be conclusive and binding upon the Awardee.

6. Withholding . The Company or an Affiliate shall be entitled to deduct and withhold the minimum amount necessary in connection with the Awardee’s Unrestricted Stock Award to satisfy its withholding obligations under any and all applicable federal, state and/or local tax rules or regulations.

7. Awardee Acknowledgment . Awardee acknowledges and agrees that nothing in this Agreement, nor in the Plan shall confer upon the Awardee any right to continue in the service of the Company, nor shall it interfere in any way with Awardee’s right or the Company’s right to terminate Awardee’s service at any time, with or without Cause. Awardee acknowledges receipt of a copy of the Plan and represents that he or she is familiar with the terms and provisions thereof. Awardee has reviewed the Plan and this Award in their entirety, has had an opportunity to obtain the advice of counsel prior to executing this Award and

fully understands all provisions of the Award. By executing this Agreement, the Awardee hereby agrees to be bound by all of the terms of both the Plan and this Agreement.



	VIRCO MFG. CORPORATION

	By: Its: , Awardee	Date Date

Exhibit 5.1

OPINION OF LOEB & LOEB LLP

June 21, 2019

Virco Mfg. Corporation

2027 Harpers Way

Torrance, CA 90501

RE: Virco Mfg. Corporation 2019 Omnibus Equity Incentive Plan

Ladies and Gentlemen:

At your request, we have examined the Registration Statement on Form S-8 to be filed by Virco Mfg. Corporation (the “ Company ”) with the Securities and Exchange Commission in connection with the registration under the Securities Act of 1933, as amended (the “ Act ”), of an aggregate of 1,000,000 shares of the Company’s common stock, $0.01 par value (the “ Plan Shares ”), issuable under the Virco Mfg. Corporation 2019 Omnibus Equity Incentive Plan (the “ Plan ”).

We have reviewed the corporate proceedings of the Company with respect to the authorization of the Plan and the issuance of the Plan Shares. We have also examined and relied upon originals or copies of such agreements, instruments, corporate records, certificates, and other documents as we have deemed necessary or appropriate as a basis for the opinions hereinafter expressed. In our examination, we have assumed the genuineness of all signatures, the conformity to the originals of all documents reviewed by us as copies, the authenticity and completeness of all original documents reviewed by us in original or copy form, and the legal competence of each individual executing any document. As to all matters of fact (including factual conclusions and characterizations and descriptions of purpose, intention or other state of mind) we have relied entirely upon certificates of officers of the Company, and have assumed, without independent inquiry, the accuracy of those certificates.

Based upon and subject to the foregoing, it is our opinion that the Plan Shares, when duly issued and delivered pursuant to the terms of the Plan, will be validly issued, fully paid and nonassessable.

The foregoing opinion is limited to Delaware General Corporation Law, and we express no opinion as to the effect of the laws of any other jurisdiction.

We hereby consent to the filing of this opinion as an exhibit to the Registration Statement. In giving such consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Act.

Very truly yours,

/s/ LOEB & LOEB LLP

EXHIBIT 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in this Registration Statement on Form S-8 of our report dated May 1, 2019, relating to the consolidated financial statements and financial statement schedule of Virco Mfg. Corporation and its subsidiaries (the “Company”) appearing in the Annual Report on Form 10-K of the Company for the fiscal year ended January 31, 2019.

/s/ Deloitte & Touche LLP

Los Angeles, California

June 20, 2019

Exhibit 23.2

Consent of Independent Registered Public Accounting Firm

We consent to the incorporation by reference in the Registration Statement (Form S-8) pertaining to the Virco Mfg. Corporation 2019 Omnibus Equity Incentive Plan of our report dated April 27, 2018, except for the adoption of Accounting Standards Update 2017-07 in Note 2, as to which the date is May 1, 2019, with respect to the consolidated financial statements and schedule of Virco Mfg. Corporation included in its Annual Report (Form 10-K) for the year ended January 31, 2019, filed with the Securities and Exchange Commission.

/s/ Ernst & Young LLP

Los Angeles, California

June 20, 2019