As filed with the Securities and Exchange Commission on November 1, 1999
Registration No. 333-
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
----------------
LEISUREPLANET HOLDINGS, LTD.
(FORMERLY KNOWN AS FIRST SOUTH AFRICA CORP., LTD.)
(Exact name of registrant as specified in its charter)
Bermuda Not Applicable
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
Clarendon House, Church Street
Hamilton HM CX, Bermuda
(441) 295-1422
(Address of Principal Executive Offices)
Stock Option Plan
for
Clive Kabatznik,
Cornelius J. Roodt,
Pierre Kleinhans and
Michael Levy
(Full title of the plan)
Clive Kabatznik, President
1348 Washington Avenue
Miami, Florida 33139
(Name and address of agent for service)
(305) 857-5009
(Telephone number, including area code, of agent for service)
with a copy to:
Henry I. Rothman, Esq.
Parker Chapin Flattau & Klimpl, LLP
1211 Avenue of the Americas
New York, New York 10036
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO PUBLIC: As soon as
practicable after the effective date of this Registration Statement.
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
PROPOSED PROPOSED
MAXIMUM MAXIMUM
TITLE OF AMOUNT OFFERING AGGREGATE AMOUNT OF
SECURITIES TO BE PRICE PER OFFERING REGISTRATION
TO BE REGISTERED REGISTERED(1) SHARE PRICE FEE
- ---------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, par
value $.01 per share 500,000 shares $4.75 (2) $2,375,000 (2) $ 660.25
Common Stock, par
value $.01 per share 600,000 shares $4.06 (2) 2,436,000 (2) $ 677.21
Total 1,100,000 shares $1,337.46
- ---------------------------------------------------------------------------------------------
</TABLE>
(1) Pursuant to Rule 416(b), there shall also be deemed covered hereby such
additional securities resulting from anti-dilution adjustments under the
Stock Option Plan.
(2) Estimated solely for the purpose of calculating the registration fee on
the basis of, pursuant to Rule 457(h), the exercise price of presently
outstanding options.
<PAGE>
PART II.
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents heretofore filed by the registrant with the
Securities and Exchange Commission (Commission File No. 0-27494) pursuant to
Section 13(a) of the Securities Exchange Act of 1934 (the "1934 Act") are
incorporated herein by reference:
(a) The registrant's Annual Report on Form 10-K for the year ended June
30, 1999;
(b) The registrant's Quarterly Reports on Form 10-Q for the quarters
ended September 30, 1998, December 31, 1998 and March 31, 1999; and
(c) The description of the registrant's Common Stock contained in the
registrant's Registration Statement on Form 8-A filed on January 4, 1996,
including any amendment or report filed for the purpose of updating such
descriptions.
All documents filed subsequent to the date of this Registration
Statement pursuant to Section 13(a), 13(c), 14 or 15(d) of the 1934 Act, and
prior to the filing of a post-effective amendment which indicates that all
securities offered have been sold or which deregisters all securities then
remaining unsold, shall be deemed to be incorporated by reference in this
Registration Statement and to be a part hereof from the date of the filing of
such documents. Any statement contained in a document incorporated or deemed to
be incorporated herein by reference shall be deemed to be modified or superseded
for purposes of this Registration Statement 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.
ITEM 4. DESCRIPTION OF SECURITIES.
Not Applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not Applicable.
-2-
<PAGE>
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Under Bermuda law and the registrant's Memorandum of Association
and bye-laws, the directors, officers, liquidators and auditors of the
registrant and their heirs, executors and administrators are
indemnified and held harmless out of the assets of the Company from
and against all actions, costs, charges, losses and expenses which
they or any of them, their heirs, executors or administrators, shall
or may incur or sustain by or by reason of any act done, concurred in
or omitted in or about the execution of their duty, or supposed duty,
or in their respective offices or trusts, and none of them shall be
answerable for the acts, receipts, neglects or defaults of the others
of them or for joining in any receipts for the sake of conformity or
for any loss, misfortune or damage which may happen in the execution
of their respective offices or trusts, or in relation thereto,
provided that they are not entitled to indemnification in respect of
any willful negligence, willful default, fraud or dishonesty which may
attach to them.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not Applicable.
ITEM 8. EXHIBITS.
Exhibit
Number Description
- ------- -----------
4.01 Memorandum of Association of the registrant. Incorporated by reference
to Registration Statement on Form S-1 filed on November 9, 1995 (File
No. 33-99180) as amended.
4.02 Bye-Laws of the registrant. Incorporated by reference to Registration
Statement on Form S-1 filed on November 9, 1995 (File No. 33-99180) as
amended.
4.03 Form of Indenture dated April 25, 1997, executed by the registrant and
the American Stock Transfer and Trust Company, as Trustee (incorporated
by reference to the Company's Current Report on Form 8-K filed on
September 10, 1997 (Exhibit 4.1)).
4.04 Form of Debenture (incorporated by reference to the registrant's
Current Report on Form 8-K filed on September 10, 1997 (Exhibit 4.2)).
4.05 Form of Placement Warrant (incorporated by reference to the
registrant's Current Report on Form 8-K filed on September 10, 1997
(Exhibit 4.3)).
*4.06 Stock Option Agreement by and between Clive Kabatznik and the Company
dated August 1, 1997.
*4.07 Stock Option Agreement by and between Cornelius J. Roodt and the
Company dated August 1, 1997.
-3-
<PAGE>
*4.08 Stock Option Agreement by and between Clive Kabatznik and the Company
dated August 6, 1999.
*4.09 Stock Option Agreement by and between Pierre Kleinhans and the Company
dated August 6, 1999.
*4.10 Stock Option Agreement by and between Michael Levy and the Company
dated August 6, 1999.
*5.01 Opinion of Conyers Dill & Pearman, as to the legality of the Common
Stock being offered.
*23.01 Consent of PricewaterhouseCoopers Inc
*23.02 Consent of Conyers Dill & Pearman (contained in Exhibit 5.01).
*24.01 Power of attorney of certain officers and directors of the registrant
(contained in the signature page).
- --------------
* Filed herewith.
ITEM 9. UNDERTAKINGS.
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;
(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 (1)(i) and (1)(ii) do not apply if the
registration statement is on Form S-3, Form S-8, and the information required to
be included in a post-effective amendment by those paragraphs is contained in
periodic reports filed by the registrant pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934 that are incorporated by reference in the
registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement
-4-
<PAGE>
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.
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 that is incorporated by reference in this
registration statement shall be deemed to be a new registration statement
relating to the securities offered herein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
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 described in Item 6 above,
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.
-5-
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Jerusalem, State of Israel, on the 26th day of
October, 1999.
LEISUREPLANET HOLDINGS, LTD.
By: /s/ Clive Kabatznik
-----------------------------
Clive Kabatznik, Vice Chairman of
the Board and President
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature below
constitutes and appoints each of Michael Levy and Clive Kabatznik his/her true
and lawful attorney-in-fact and agent, each with full power of substitution and
resubstitution, for him/her and in his/her name, place and stead, in any and all
capacities, to sign any and all amendments (including post-effective amendments)
to this Registration Statement, and to file the same, with all exhibits thereto
and other documents in connection therewith, with the Securities and Exchange
Commission, granting unto each said attorney-in-fact and agent, full power and
authority to do and perform each and every act and thing requisite or necessary
to be done in and about the premises, as fully to all intents and purposes as he
might or could do in person, hereby ratifying and confirming all that said
attorney-in-fact and agent or either of them or their or his substitute or
substitutes, may lawfully 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 indicated on the 26th day of October, 1999.
Signature Title
--------- -----
By: /s/ Michael Levy Chairman of the Board
--------------------------------
Michael Levy
By: /s/ Clive Kabatznik Vice Chairman, President, Chief
--------------------------------- Executive Officer, Chief Financial
Clive Kabatznik Officer, Director and Controller
By: /s/ Cornelius J. Roodt Director
---------------------------------
Cornelius J. Roodt
By: --------------------------------- Director
George R. Garrick
-6-
<PAGE>
EXHIBIT INDEX
Exhibit
Number Description
- ------- -----------
4.01 Memorandum of Association of the registrant. Incorporated by reference
to Registration Statement on Form S-1 filed on November 9, 1995 (File
No. 33-99180) as amended.
4.02 By-Laws of the registrant. Incorporated by reference to Registration
Statement on Form S-1 filed on November 9, 1995 (File No. 33-99180) as
amended.
4.03 Form of Indenture dated April 25, 1997, executed by the registrant and
the American Stock Transfer and Trust Company, as Trustee (incorporated
by reference to the Company's Current Report on Form 8-K filed on
September 10, 1997 (Exhibit 4.1)).
4.04 Form of Debenture (incorporated by reference to the registrant's
Current Report on Form 8-K filed on September 10, 1997 (Exhibit 4.2)).
4.05 Form of Placement Warrant (incorporated by reference to the
registrant's Current Report on Form 8-K filed on September 10, 1997
(Exhibit 4.3)).
*4.06 Stock Option Agreement by and between Clive Kabatznik and the Company
dated August 1, 1997.
*4.07 Stock Option Agreement by and between Cornelius J. Roodt and the
Company dated August 1, 1997.
*4.08 Stock Option Agreement by and between Clive Kabatznik and the Company
dated August 6, 1999.
*4.09 Stock Option Agreement by and between Pierre Kleinhans and the Company
dated August 6, 1999.
*4.10 Stock Option Agreement by and between Michael Levy and the Company
dated August 6, 1999.
*5.01 Opinion of Conyers Dill & Pearman, as to the legality of the Common
Stock being offered.
*23.01 Consent of PricewaterhouseCoopers Inc
*23.02 Consent of Conyers Dill & Pearman (contained in Exhibit 5.01).
*24.01 Power of attorney of certain directors of the registrant (contained in
the signature page).
- --------------
* Filed herewith
-7-
<PAGE>
EXHIBIT 4.06
<PAGE>
NONQUALIFIED STOCK OPTION CONTRACT
THIS NONQUALIFIED STOCK OPTION CONTRACT entered into as of August 1,
1997 between First South Africa Corp., Ltd., a Bermuda corporation (the
"Company"), and Clive Kabatznik ("Optionee").
1. The Company, subject to the terms and conditions set forth herein,
hereby grants to the Optionee an option to purchase an aggregate of
250,000 shares of Common Stock at an exercise price of $4.75 per share.
This option is not intended to constitute an incentive stock option
within the meaning of section 422 of the Internal Revenue Code of 1986,
as amended (the "Code").
2. The term of this option shall be 10 years from the date hereof, subject
to earlier termination as provided herein. This option shall vest and
become exercisable with respect to 50% of the shares of Common Stock
subject thereto on the date hereof and as to an additional 50% of the
shares of Common Stock subject thereto on June 24, 1999.
3. Upon the termination of the Optionee's employment with the Company (or
its Parent or Subsidiaries) for any reason other than his death or
Disability (as defined in Paragraph 5), the Optionee may exercise such
option, to the extent exercisable on the date of such termination, at
any time within three months after the date of termination, but not
thereafter and in no event after the date this option would otherwise
have expired; provided, however, that if the Optionee's employment
shall be terminated either (a) for cause, or (b) without the consent of
the Company, this option shall terminate immediately.
4. If the Optionee dies (a) while he is employed by the Company, its
Parent or any of its Subsidiaries, (b) within three months after the
termination of his employment (unless such termination was for cause or
without the consent of the Company) or (c) within one year following
the termination of his employment by reason of Disability, this option
may be exercised, to the extent exercisable on the date of the
Optionee's death, by his executor, administrator or other person at the
time entitled by law to his rights under this option, at any time
within one year after death, but not thereafter and in no event after
the date this option would otherwise have expired.
5. If the Optionee's employment terminates by reason of Disability, the
Optionee may exercise this option, to the extent exercisable upon the
effective date of such termination, at any time within one year after
such date, but not thereafter and in no event after the date this
option would otherwise have expired. The term "Disability" shall mean a
permanent and total disability within the meaning of Section 22(e)(3)
of the Code.
6. This option (or any part or installment thereof) shall be exercised by
giving written notice to the Company at its then principal office,
stating that the Optionee is exercising this option, specifying the
number of shares being purchased and accompanied by payment in full of
the aggregate purchase price therefor (a) in cash or by certified
check, (b) with previously acquired shares of Common Stock having an
aggregate fair market value on the date of exercise equal to the
exercise price of all options being exercised, or (c) a combination of
the foregoing. Notwithstanding the foregoing, the purchase price may be
paid by delivery by the
<PAGE>
Optionee of a properly executed notice, together with a copy of his
irrevocable instructions to a broker acceptable to the Company's Board
of Directors (the "Board") to deliver promptly to the Company the
amount of sale or loan proceeds sufficient to pay such purchase price.
7. The Company may withhold cash and/or shares of Common Stock to be
issued to the Optionee in the amount that the Company determines is
necessary to satisfy its obligation to withhold taxes or other amounts
incurred by reason of the grant or exercise of this option or the
disposition of the underlying shares of Common Stock. Alternatively,
the Company may require the Optionee to pay the Company such amount in
cash promptly upon demand.
8. This option and the exercisability thereof shall be subject to
compliance with applicable securities laws. The Optionee hereby
represents and warrants to the Company that, unless a Registration
Statement under the Securities Act of 1933, as amended ("Securities
Act") is effective and current at the time of exercise of this option,
the shares of Common Stock to be issued upon the exercise of this
option will be acquired by the Optionee for his or her own account, for
investment only and not with a view to the resale or distribution
thereof. Any subsequent resale or distribution of shares of Common
Stock by the Optionee shall be made only pursuant to (x) a Registration
Statement under the Securities Act which is effective and current with
respect to the sale of shares of Common Stock being sold, or (y) a
specific exemption from the registration requirements of the Securities
Act, but in claiming such exemption, the Optionee shall, prior to any
offer of sale or sale of such shares of Common Stock, provide the
Company (unless waived by the Company) with a favorable written opinion
of counsel, in form and substance satisfactory to the Company, as to
the applicability of such exemption to the proposed sale or
distribution. Such representations and warranties shall also be deemed
to be made by the Optionee upon each exercise of this option. Nothing
herein shall be construed as requiring the Company to register the
shares subject to this option under the Securities Act.
9. Notwithstanding anything herein to the contrary, if at any time the
Board shall determine, in its discretion, that the listing or
qualification of the shares of Common Stock subject to this option on
any securities exchange or under any applicable law, or the consent or
approval of any governmental agency or regulatory body, is necessary or
desirable as a condition to, or in connection with, the granting of an
option or the issue of shares of Common Stock hereunder, this option
may not be exercised in whole or in part unless such listing,
qualification, consent or approval shall have been effected or obtained
free of any conditions not acceptable to the Board.
10. The Company may affix appropriate legends upon the certificates for
shares of Common Stock issued upon exercise of this option and may
issue such "stop transfer" instructions to its transfer agent in
respect of such shares as it determines, in its discretion, to be
necessary or appropriate to (a) prevent a violation of, or to perfect
an exemption from, the registration requirements of the Securities Act,
or (b) implement the provisions of this Contract or any other agreement
between the Company and the Optionee with respect to such shares of
Common Stock. This option and the shares of Common Stock subject
thereto shall be subject to such restrictions, including any lockup
required by the Company's underwriters, as the Board may determine in
its discretion.
11. Nothing herein shall confer upon the Optionee any right to continue in
the employ of the Company, any Parent or any of its Subsidiaries, or
interfere in any way with any right of the
-2-
<PAGE>
Company, any Parent or its Subsidiaries to terminate such employment at
any time for any reason whatsoever without liability to the Company,
any Parent or any of its Subsidiaries.
12. In the event of any change in the outstanding Common Stock by reason of
a stock dividend, recapitalization, merger or consolidation in which
the Company is the surviving corporation, split-up, spin-off,
combination or exchange of shares or the like, the aggregate number and
kind of shares subject to this option and the exercise price thereof
shall be appropriately adjusted by the Board, whose determination shall
be conclusive.
13. The Optionee (by his or her acceptance of this option) represents and
agrees that he or she will comply with all applicable laws relating to
the grant and exercise of this option and the disposition of the shares
of Common Stock acquired upon exercise of this option, including,
without limitation, federal and state securities and "blue sky" laws.
14. This option is not transferable by the Optionee otherwise than by will
or the laws of descent and distribution and may be exercised, during
the lifetime of the Optionee, only by the Optionee or the Optionee's
legal representatives.
15. This Contract shall be binding upon and inure to the benefit of any
successor or assign of the Company and to any heir, distributee,
executor, administrator or legal representative entitled to the
Optionee's rights hereunder.
16. This Contract shall be governed by, and construed and enforced in
accordance with, the laws of New York, without regard to the conflicts
of law rules thereof.
17. The invalidity, illegality or unenforceability of any provision herein
shall not affect the validity, legality or enforceability of any other
provision.
18. The Company makes no representations and offers no advise regarding the
tax consequences relating to the grant or exercise of this option.
19. This Contract may be executed in two counterpart copies of the entire
document or of the signature pages hereto, each of which may be
executed by either of the parties hereto, but both of which, when taken
together, shall constitute a single agreement binding upon both of the
parties hereto.
-3-
<PAGE>
IN WITNESS WHEREOF, the parties hereto have executed this Contract as
of the day and year first above written.
FIRST SOUTH AFRICA CORP., LTD.
/s/Clive Kabatznik
-----------------------------------------
Name: Clive Kabatznik
Title: President
/s/Clive Kabatznik
-----------------------------------------
Clive Kabatznik
-4-
<PAGE>
EXHIBIT 4.07
<PAGE>
NONQUALIFIED STOCK OPTION CONTRACT
THIS NONQUALIFIED STOCK OPTION CONTRACT entered into as of August 1,
1997 between First South Africa Corp., Ltd., a Bermuda corporation (the
"Company"), and Cornelius J. Roodt ("Optionee").
1. The Company, subject to the terms and conditions set forth herein,
hereby grants to the Optionee an option to purchase an aggregate of
250,000 shares of Common Stock at an exercise price of $4.75 per share.
This option is not intended to constitute an incentive stock option
within the meaning of section 422 of the Internal Revenue Code of 1986,
as amended (the "Code").
2. The term of this option shall be 10 years from the date hereof, subject
to earlier termination as provided herein. This option shall vest and
become exercisable with respect to 50% of the shares of Common Stock
subject thereto on the date hereof and as to an additional 50% of the
shares of Common Stock subject thereto on June 24, 1999.
3. Upon the termination of the Optionee's employment with the Company (or
its Parent or Subsidiaries) for any reason other than his death or
Disability (as defined in Paragraph 5), the Optionee may exercise such
option, to the extent exercisable on the date of such termination, at
any time within three months after the date of termination, but not
thereafter and in no event after the date this option would otherwise
have expired; provided, however, that if the Optionee's employment
shall be terminated either (a) for cause, or (b) without the consent of
the Company, this option shall terminate immediately.
4. If the Optionee dies (a) while he is employed by the Company, its
Parent or any of its Subsidiaries, (b) within three months after the
termination of his employment (unless such termination was for cause or
without the consent of the Company) or (c) within one year following
the termination of his employment by reason of Disability, this option
may be exercised, to the extent exercisable on the date of the
Optionee's death, by his executor, administrator or other person at the
time entitled by law to his rights under this option, at any time
within one year after death, but not thereafter and in no event after
the date this option would otherwise have expired.
5. If the Optionee's employment terminates by reason of Disability, the
Optionee may exercise this option, to the extent exercisable upon the
effective date of such termination, at any time within one year after
such date, but not thereafter and in no event after the date this
option would otherwise have expired. The term "Disability" shall mean a
permanent and total disability within the meaning of Section 22(e)(3)
of the Code.
6. This option (or any part or installment thereof) shall be exercised by
giving written notice to the Company at its then principal office,
stating that the Optionee is exercising this option, specifying the
number of shares being purchased and accompanied by payment in full of
the aggregate purchase price therefor (a) in cash or by certified
check, (b) with previously acquired shares of Common Stock having an
aggregate fair market value on the date of exercise equal to the
exercise price of all options being exercised, or (c) a combination of
the foregoing. Notwithstanding the foregoing, the purchase price may be
paid by delivery by the
<PAGE>
Optionee of a properly executed notice, together with a copy of his
irrevocable instructions to a broker acceptable to the Company's Board
of Directors (the "Board") to deliver promptly to the Company the
amount of sale or loan proceeds sufficient to pay such purchase price.
7. The Company may withhold cash and/or shares of Common Stock to be
issued to the Optionee in the amount that the Company determines is
necessary to satisfy its obligation to withhold taxes or other amounts
incurred by reason of the grant or exercise of this option or the
disposition of the underlying shares of Common Stock. Alternatively,
the Company may require the Optionee to pay the Company such amount in
cash promptly upon demand.
8. This option and the exercisability thereof shall be subject to
compliance with applicable securities laws. The Optionee hereby
represents and warrants to the Company that, unless a Registration
Statement under the Securities Act of 1933, as amended ("Securities
Act") is effective and current at the time of exercise of this option,
the shares of Common Stock to be issued upon the exercise of this
option will be acquired by the Optionee for his or her own account, for
investment only and not with a view to the resale or distribution
thereof. Any subsequent resale or distribution of shares of Common
Stock by the Optionee shall be made only pursuant to (x) a Registration
Statement under the Securities Act which is effective and current with
respect to the sale of shares of Common Stock being sold, or (y) a
specific exemption from the registration requirements of the Securities
Act, but in claiming such exemption, the Optionee shall, prior to any
offer of sale or sale of such shares of Common Stock, provide the
Company (unless waived by the Company) with a favorable written opinion
of counsel, in form and substance satisfactory to the Company, as to
the applicability of such exemption to the proposed sale or
distribution. Such representations and warranties shall also be deemed
to be made by the Optionee upon each exercise of this option. Nothing
herein shall be construed as requiring the Company to register the
shares subject to this option under the Securities Act.
9. Notwithstanding anything herein to the contrary, if at any time the
Board shall determine, in its discretion, that the listing or
qualification of the shares of Common Stock subject to this option on
any securities exchange or under any applicable law, or the consent or
approval of any governmental agency or regulatory body, is necessary or
desirable as a condition to, or in connection with, the granting of an
option or the issue of shares of Common Stock hereunder, this option
may not be exercised in whole or in part unless such listing,
qualification, consent or approval shall have been effected or obtained
free of any conditions not acceptable to the Board.
10. The Company may affix appropriate legends upon the certificates for
shares of Common Stock issued upon exercise of this option and may
issue such "stop transfer" instructions to its transfer agent in
respect of such shares as it determines, in its discretion, to be
necessary or appropriate to (a) prevent a violation of, or to perfect
an exemption from, the registration requirements of the Securities Act,
or (b) implement the provisions of this Contract or any other agreement
between the Company and the Optionee with respect to such shares of
Common Stock. This option and the shares of Common Stock subject
thereto shall be subject to such restrictions, including any lockup
required by the Company's underwriters, as the Board may determine in
its discretion.
11. Nothing herein shall confer upon the Optionee any right to continue in
the employ of the Company, any Parent or any of its Subsidiaries, or
interfere in any way with any right of the
-2-
<PAGE>
Company, any Parent or its Subsidiaries to terminate such employment at
any time for any reason whatsoever without liability to the Company,
any Parent or any of its Subsidiaries.
12. In the event of any change in the outstanding Common Stock by reason of
a stock dividend, recapitalization, merger or consolidation in which
the Company is the surviving corporation, split-up, spin-off,
combination or exchange of shares or the like, the aggregate number and
kind of shares subject to this option and the exercise price thereof
shall be appropriately adjusted by the Board, whose determination shall
be conclusive.
13. The Optionee (by his or her acceptance of this option) represents and
agrees that he or she will comply with all applicable laws relating to
the grant and exercise of this option and the disposition of the shares
of Common Stock acquired upon exercise of this option, including,
without limitation, federal and state securities and "blue sky" laws.
14. This option is not transferable by the Optionee otherwise than by will
or the laws of descent and distribution and may be exercised, during
the lifetime of the Optionee, only by the Optionee or the Optionee's
legal representatives.
15. This Contract shall be binding upon and inure to the benefit of any
successor or assign of the Company and to any heir, distributee,
executor, administrator or legal representative entitled to the
Optionee's rights hereunder.
16. This Contract shall be governed by, and construed and enforced in
accordance with, the laws of New York, without regard to the conflicts
of law rules thereof.
17. The invalidity, illegality or unenforceability of any provision herein
shall not affect the validity, legality or enforceability of any other
provision.
18. The Company makes no representations and offers no advise regarding the
tax consequences relating to the grant or exercise of this option.
19. This Contract may be executed in two counterpart copies of the entire
document or of the signature pages hereto, each of which may be
executed by either of the parties hereto, but both of which, when taken
together, shall constitute a single agreement binding upon both of the
parties hereto.
-3-
<PAGE>
IN WITNESS WHEREOF, the parties hereto have executed this Contract as
of the day and year first above written.
FIRST SOUTH AFRICA CORP., LTD.
/s/Clive Kabatznik
----------------------------------------
Name: Clive Kabatznik
Title: President
/s/Cornelius J. Roodt
----------------------------------------
Cornelius J. Roodt
-4-
<PAGE>
EXHIBIT 4.08
<PAGE>
NONQUALIFIED STOCK OPTION CONTRACT
THIS NONQUALIFIED STOCK OPTION CONTRACT entered into as of August 6,
1999 between Leisureplanet Holdings, Ltd., a Bermuda corporation (the
"Company"), and Clive Kabatznik ("Optionee").
1. The Company, subject to the terms and conditions set forth herein,
hereby grants to the Optionee an option to purchase an aggregate of
250,000 shares of Common Stock at an exercise price of $4.06 per share.
This option is not intended to constitute an incentive stock option
within the meaning of section 422 of the Internal Revenue Code of 1986,
as amended (the "Code").
2. The term of this option shall be 10 years from the date hereof, subject
to earlier termination as provided herein. This option shall vest and
become exercisable with respect to 1/3 of the shares of Common Stock
subject hereto on the date hereof, as to an additional 1/3 of the
shares of Common Stock subject hereto on the first anniversary of the
date hereof, and as to the final 1/3 of the shares of Common Stock
subject hereto on the second anniversary of the date hereof.
3. Upon the termination of the Optionee's employment with the Company (or
its Parent or Subsidiaries) for any reason other than his death or
Disability (as defined in Paragraph 5), the Optionee may exercise such
option, to the extent exercisable on the date of such termination, at
any time within three months after the date of termination, but not
thereafter and in no event after the date this option would otherwise
have expired; provided, however, that if the Optionee's employment
shall be terminated either (a) for cause, or (b) without the consent of
the Company, this option shall terminate immediately.
4. If the Optionee dies (a) while he is employed by the Company, its
Parent or any of its Subsidiaries, (b) within three months after the
termination of his employment (unless such termination was for cause or
without the consent of the Company) or (c) within one year following
the termination of his employment by reason of Disability, this option
may be exercised, to the extent exercisable on the date of the
Optionee's death, by his executor, administrator or other person at the
time entitled by law to his rights under this option, at any time
within one year after death, but not thereafter and in no event after
the date this option would otherwise have expired.
5. If the Optionee's employment terminates by reason of Disability, the
Optionee may exercise this option, to the extent exercisable upon the
effective date of such termination, at any time within one year after
such date, but not thereafter and in no event after the date this
option would otherwise have expired. The term "Disability" shall mean a
permanent and total disability within the meaning of Section 22(e)(3)
of the Code.
6. This option (or any part or installment thereof) shall be exercised by
giving written notice to the Company at its then principal office,
stating that the Optionee is exercising this option, specifying the
number of shares being purchased and accompanied by payment in full of
the aggregate purchase price therefor (a) in cash or by certified
check, (b) with previously acquired shares of Common Stock having an
aggregate fair market value on the date of
<PAGE>
exercise equal to the exercise price of all options being exercised, or
(c) a combination of the foregoing. Notwithstanding the foregoing, the
purchase price may be paid by delivery by the Optionee of a properly
executed notice, together with a copy of his irrevocable instructions
to a broker acceptable to the Company's Board of Directors (the
"Board") to deliver promptly to the Company the amount of sale or loan
proceeds sufficient to pay such purchase price.
7. The Company may withhold cash and/or shares of Common Stock to be
issued to the Optionee in the amount that the Company determines is
necessary to satisfy its obligation to withhold taxes or other amounts
incurred by reason of the grant or exercise of this option or the
disposition of the underlying shares of Common Stock. Alternatively,
the Company may require the Optionee to pay the Company such amount in
cash promptly upon demand.
8. This option and the exercisability thereof shall be subject to
compliance with applicable securities laws. The Optionee hereby
represents and warrants to the Company that, unless a Registration
Statement under the Securities Act of 1933, as amended ("Securities
Act") is effective and current at the time of exercise of this option,
the shares of Common Stock to be issued upon the exercise of this
option will be acquired by the Optionee for his or her own account, for
investment only and not with a view to the resale or distribution
thereof. Any subsequent resale or distribution of shares of Common
Stock by the Optionee shall be made only pursuant to (x) a Registration
Statement under the Securities Act which is effective and current with
respect to the sale of shares of Common Stock being sold, or (y) a
specific exemption from the registration requirements of the Securities
Act, but in claiming such exemption, the Optionee shall, prior to any
offer of sale or sale of such shares of Common Stock, provide the
Company (unless waived by the Company) with a favorable written opinion
of counsel, in form and substance satisfactory to the Company, as to
the applicability of such exemption to the proposed sale or
distribution. Such representations and warranties shall also be deemed
to be made by the Optionee upon each exercise of this option. Nothing
herein shall be construed as requiring the Company to register the
shares subject to this option under the Securities Act.
9. Notwithstanding anything herein to the contrary, if at any time the
Board shall determine, in its discretion, that the listing or
qualification of the shares of Common Stock subject to this option on
any securities exchange or under any applicable law, or the consent or
approval of any governmental agency or regulatory body, is necessary or
desirable as a condition to, or in connection with, the granting of an
option or the issue of shares of Common Stock hereunder, this option
may not be exercised in whole or in part unless such listing,
qualification, consent or approval shall have been effected or obtained
free of any conditions not acceptable to the Board.
10. The Company may affix appropriate legends upon the certificates for
shares of Common Stock issued upon exercise of this option and may
issue such "stop transfer" instructions to its transfer agent in
respect of such shares as it determines, in its discretion, to be
necessary or appropriate to (a) prevent a violation of, or to perfect
an exemption from, the registration requirements of the Securities Act,
or (b) implement the provisions of this Contract or any other agreement
between the Company and the Optionee with respect to such shares of
Common Stock. This option and the shares of Common Stock subject
thereto shall be subject to such restrictions, including any lockup
required by the Company's underwriters, as the Board may determine in
its discretion.
-2-
<PAGE>
11. Nothing herein shall confer upon the Optionee any right to continue in
the employ of the Company, any Parent or any of its Subsidiaries, or
interfere in any way with any right of the Company, any Parent or its
Subsidiaries to terminate such employment at any time for any reason
whatsoever without liability to the Company, any Parent or any of its
Subsidiaries.
12. In the event of any change in the outstanding Common Stock by reason of
a stock dividend, recapitalization, merger or consolidation in which
the Company is the surviving corporation, split-up, spin-off,
combination or exchange of shares or the like, the aggregate number and
kind of shares subject to this option and the exercise price thereof
shall be appropriately adjusted by the Board, whose determination shall
be conclusive.
13. The Optionee (by his or her acceptance of this option) represents and
agrees that he or she will comply with all applicable laws relating to
the grant and exercise of this option and the disposition of the shares
of Common Stock acquired upon exercise of this option, including,
without limitation, federal and state securities and "blue sky" laws.
14. This option is not transferable by the Optionee otherwise than by will
or the laws of descent and distribution and may be exercised, during
the lifetime of the Optionee, only by the Optionee or the Optionee's
legal representatives.
15. This Contract shall be binding upon and inure to the benefit of any
successor or assign of the Company and to any heir, distributee,
executor, administrator or legal representative entitled to the
Optionee's rights hereunder.
16. This Contract shall be governed by, and construed and enforced in
accordance with, the laws of New York, without regard to the conflicts
of law rules thereof.
17. The invalidity, illegality or unenforceability of any provision herein
shall not affect the validity, legality or enforceability of any other
provision.
18. The Company makes no representations and offers no advise regarding the
tax consequences relating to the grant or exercise of this option.
19. This Contract may be executed in two counterpart copies of the entire
document or of the signature pages hereto, each of which may be
executed by either of the parties hereto, but both of which, when taken
together, shall constitute a single agreement binding upon both of the
parties hereto.
-3-
<PAGE>
IN WITNESS WHEREOF, the parties hereto have executed this Contract as
of the day and year first above written.
LEISUREPLANET HOLDINGS, LTD.
/s/ Michael Levy
-------------------------------------
Name: Michael Levy
Title: Chairman
/s/ Clive Kabatznik
-------------------------------------
Clive Kabatznik
-4-
<PAGE>
EXHIBIT 4.09
<PAGE>
NONQUALIFIED STOCK OPTION CONTRACT
THIS NONQUALIFIED STOCK OPTION CONTRACT entered into as of August 6,
1999 between Leisureplanet Holdings, Ltd., a Bermuda corporation (the
"Company"), and Pierre Kleinhans ("Optionee").
1. The Company, subject to the terms and conditions set forth herein,
hereby grants to the Optionee an option to purchase an aggregate of
250,000 shares of Common Stock at an exercise price of $4.06 per share.
This option is not intended to constitute an incentive stock option
within the meaning of section 422 of the Internal Revenue Code of 1986,
as amended (the "Code").
2. The term of this option shall be 10 years from the date hereof, subject
to earlier termination as provided herein. This option shall vest and
become exercisable with respect to 1/3 of the shares of Common Stock
subject hereto on the date hereof, as to an additional 1/3 of the
shares of Common Stock subject hereto on the first anniversary of the
date hereof, and as to the final 1/3 of the shares of Common Stock
subject hereto on the second anniversary of the date hereof.
3. Upon the termination of the Optionee's employment with the Company (or
its Parent or Subsidiaries) for any reason other than his death or
Disability (as defined in Paragraph 5), the Optionee may exercise such
option, to the extent exercisable on the date of such termination, at
any time within three months after the date of termination, but not
thereafter and in no event after the date this option would otherwise
have expired; provided, however, that if the Optionee's employment
shall be terminated either (a) for cause, or (b) without the consent of
the Company, this option shall terminate immediately.
4. If the Optionee dies (a) while he is employed by the Company, its
Parent or any of its Subsidiaries, (b) within three months after the
termination of his employment (unless such termination was for cause or
without the consent of the Company) or (c) within one year following
the termination of his employment by reason of Disability, this option
may be exercised, to the extent exercisable on the date of the
Optionee's death, by his executor, administrator or other person at the
time entitled by law to his rights under this option, at any time
within one year after death, but not thereafter and in no event after
the date this option would otherwise have expired.
5. If the Optionee's employment terminates by reason of Disability, the
Optionee may exercise this option, to the extent exercisable upon the
effective date of such termination, at any time within one year after
such date, but not thereafter and in no event after the date this
option would otherwise have expired. The term "Disability" shall mean a
permanent and total disability within the meaning of Section 22(e)(3)
of the Code.
6. This option (or any part or installment thereof) shall be exercised by
giving written notice to the Company at its then principal office,
stating that the Optionee is exercising this option, specifying the
number of shares being purchased and accompanied by payment in full of
the aggregate purchase price therefor (a) in cash or by certified
check, (b) with previously acquired shares of Common Stock having an
aggregate fair market value on the date of
<PAGE>
exercise equal to the exercise price of all options being exercised, or
(c) a combination of the foregoing. Notwithstanding the foregoing, the
purchase price may be paid by delivery by the Optionee of a properly
executed notice, together with a copy of his irrevocable instructions
to a broker acceptable to the Company's Board of Directors (the
"Board") to deliver promptly to the Company the amount of sale or loan
proceeds sufficient to pay such purchase price.
7. The Company may withhold cash and/or shares of Common Stock to be
issued to the Optionee in the amount that the Company determines is
necessary to satisfy its obligation to withhold taxes or other amounts
incurred by reason of the grant or exercise of this option or the
disposition of the underlying shares of Common Stock. Alternatively,
the Company may require the Optionee to pay the Company such amount in
cash promptly upon demand.
8. This option and the exercisability thereof shall be subject to
compliance with applicable securities laws. The Optionee hereby
represents and warrants to the Company that, unless a Registration
Statement under the Securities Act of 1933, as amended ("Securities
Act") is effective and current at the time of exercise of this option,
the shares of Common Stock to be issued upon the exercise of this
option will be acquired by the Optionee for his or her own account, for
investment only and not with a view to the resale or distribution
thereof. Any subsequent resale or distribution of shares of Common
Stock by the Optionee shall be made only pursuant to (x) a Registration
Statement under the Securities Act which is effective and current with
respect to the sale of shares of Common Stock being sold, or (y) a
specific exemption from the registration requirements of the Securities
Act, but in claiming such exemption, the Optionee shall, prior to any
offer of sale or sale of such shares of Common Stock, provide the
Company (unless waived by the Company) with a favorable written opinion
of counsel, in form and substance satisfactory to the Company, as to
the applicability of such exemption to the proposed sale or
distribution. Such representations and warranties shall also be deemed
to be made by the Optionee upon each exercise of this option. Nothing
herein shall be construed as requiring the Company to register the
shares subject to this option under the Securities Act.
9. Notwithstanding anything herein to the contrary, if at any time the
Board shall determine, in its discretion, that the listing or
qualification of the shares of Common Stock subject to this option on
any securities exchange or under any applicable law, or the consent or
approval of any governmental agency or regulatory body, is necessary or
desirable as a condition to, or in connection with, the granting of an
option or the issue of shares of Common Stock hereunder, this option
may not be exercised in whole or in part unless such listing,
qualification, consent or approval shall have been effected or obtained
free of any conditions not acceptable to the Board.
10. The Company may affix appropriate legends upon the certificates for
shares of Common Stock issued upon exercise of this option and may
issue such "stop transfer" instructions to its transfer agent in
respect of such shares as it determines, in its discretion, to be
necessary or appropriate to (a) prevent a violation of, or to perfect
an exemption from, the registration requirements of the Securities Act,
or (b) implement the provisions of this Contract or any other agreement
between the Company and the Optionee with respect to such shares of
Common Stock. This option and the shares of Common Stock subject
thereto shall be subject to such restrictions, including any lockup
required by the Company's underwriters, as the Board may determine in
its discretion.
-2-
<PAGE>
11. Nothing herein shall confer upon the Optionee any right to continue in
the employ of the Company, any Parent or any of its Subsidiaries, or
interfere in any way with any right of the Company, any Parent or its
Subsidiaries to terminate such employment at any time for any reason
whatsoever without liability to the Company, any Parent or any of its
Subsidiaries.
12. In the event of any change in the outstanding Common Stock by reason of
a stock dividend, recapitalization, merger or consolidation in which
the Company is the surviving corporation, split-up, spin-off,
combination or exchange of shares or the like, the aggregate number and
kind of shares subject to this option and the exercise price thereof
shall be appropriately adjusted by the Board, whose determination shall
be conclusive.
13. The Optionee (by his or her acceptance of this option) represents and
agrees that he or she will comply with all applicable laws relating to
the grant and exercise of this option and the disposition of the shares
of Common Stock acquired upon exercise of this option, including,
without limitation, federal and state securities and "blue sky" laws.
14. This option is not transferable by the Optionee otherwise than by will
or the laws of descent and distribution and may be exercised, during
the lifetime of the Optionee, only by the Optionee or the Optionee's
legal representatives.
15. This Contract shall be binding upon and inure to the benefit of any
successor or assign of the Company and to any heir, distributee,
executor, administrator or legal representative entitled to the
Optionee's rights hereunder.
16. This Contract shall be governed by, and construed and enforced in
accordance with, the laws of New York, without regard to the conflicts
of law rules thereof.
17. The invalidity, illegality or unenforceability of any provision herein
shall not affect the validity, legality or enforceability of any other
provision.
18. The Company makes no representations and offers no advise regarding the
tax consequences relating to the grant or exercise of this option.
19. This Contract may be executed in two counterpart copies of the entire
document or of the signature pages hereto, each of which may be
executed by either of the parties hereto, but both of which, when taken
together, shall constitute a single agreement binding upon both of the
parties hereto.
-3-
<PAGE>
IN WITNESS WHEREOF, the parties hereto have executed this Contract as
of the day and year first above written.
LEISUREPLANET HOLDINGS, LTD.
/s/ Clive Kabatznik
---------------------------------------
Name: Clive Kabatznik
Title: President
/s/ Pierre Kleinhans
---------------------------------------
Pierre Kleinhans
-4-
<PAGE>
EXHIBIT 4.10
<PAGE>
NONQUALIFIED STOCK OPTION CONTRACT
THIS NONQUALIFIED STOCK OPTION CONTRACT entered into as of August 6,
1999 between Leisureplanet Holdings, Ltd., a Bermuda corporation (the
"Company"), and Michael Levy ("Optionee").
1. The Company, subject to the terms and conditions set forth herein,
hereby grants to the Optionee an option to purchase an aggregate of
100,000 shares of Common Stock at an exercise price of $4.06 per share.
This option is not intended to constitute an incentive stock option
within the meaning of section 422 of the Internal Revenue Code of 1986,
as amended (the "Code").
2. The term of this option shall be 10 years from the date hereof, subject
to earlier termination as provided herein. This option shall vest and
become exercisable with respect to 1/3 of the shares of Common Stock
subject hereto on the date hereof, as to an additional 1/3 of the
shares of Common Stock subject hereto on the first anniversary of the
date hereof, and as to the final 1/3 of the shares of Common Stock
subject hereto on the second anniversary of the date hereof.
3. Upon the termination of the Optionee's employment with the Company (or
its Parent or Subsidiaries) for any reason other than his death or
Disability (as defined in Paragraph 5), the Optionee may exercise such
option, to the extent exercisable on the date of such termination, at
any time within three months after the date of termination, but not
thereafter and in no event after the date this option would otherwise
have expired; provided, however, that if the Optionee's employment
shall be terminated either (a) for cause, or (b) without the consent of
the Company, this option shall terminate immediately.
4. If the Optionee dies (a) while he is employed by the Company, its
Parent or any of its Subsidiaries, (b) within three months after the
termination of his employment (unless such termination was for cause or
without the consent of the Company) or (c) within one year following
the termination of his employment by reason of Disability, this option
may be exercised, to the extent exercisable on the date of the
Optionee's death, by his executor, administrator or other person at the
time entitled by law to his rights under this option, at any time
within one year after death, but not thereafter and in no event after
the date this option would otherwise have expired.
5. If the Optionee's employment terminates by reason of Disability, the
Optionee may exercise this option, to the extent exercisable upon the
effective date of such termination, at any time within one year after
such date, but not thereafter and in no event after the date this
option would otherwise have expired. The term "Disability" shall mean a
permanent and total disability within the meaning of Section 22(e)(3)
of the Code.
6. This option (or any part or installment thereof) shall be exercised by
giving written notice to the Company at its then principal office,
stating that the Optionee is exercising this option, specifying the
number of shares being purchased and accompanied by payment in full of
the aggregate purchase price therefor (a) in cash or by certified
check, (b) with previously acquired shares of Common Stock having an
aggregate fair market value on the date of
<PAGE>
exercise equal to the exercise price of all options being exercised, or
(c) a combination of the foregoing. Notwithstanding the foregoing, the
purchase price may be paid by delivery by the Optionee of a properly
executed notice, together with a copy of his irrevocable instructions
to a broker acceptable to the Company's Board of Directors (the
"Board") to deliver promptly to the Company the amount of sale or loan
proceeds sufficient to pay such purchase price.
7. The Company may withhold cash and/or shares of Common Stock to be
issued to the Optionee in the amount that the Company determines is
necessary to satisfy its obligation to withhold taxes or other amounts
incurred by reason of the grant or exercise of this option or the
disposition of the underlying shares of Common Stock. Alternatively,
the Company may require the Optionee to pay the Company such amount in
cash promptly upon demand.
8. This option and the exercisability thereof shall be subject to
compliance with applicable securities laws. The Optionee hereby
represents and warrants to the Company that, unless a Registration
Statement under the Securities Act of 1933, as amended ("Securities
Act") is effective and current at the time of exercise of this option,
the shares of Common Stock to be issued upon the exercise of this
option will be acquired by the Optionee for his or her own account, for
investment only and not with a view to the resale or distribution
thereof. Any subsequent resale or distribution of shares of Common
Stock by the Optionee shall be made only pursuant to (x) a Registration
Statement under the Securities Act which is effective and current with
respect to the sale of shares of Common Stock being sold, or (y) a
specific exemption from the registration requirements of the Securities
Act, but in claiming such exemption, the Optionee shall, prior to any
offer of sale or sale of such shares of Common Stock, provide the
Company (unless waived by the Company) with a favorable written opinion
of counsel, in form and substance satisfactory to the Company, as to
the applicability of such exemption to the proposed sale or
distribution. Such representations and warranties shall also be deemed
to be made by the Optionee upon each exercise of this option. Nothing
herein shall be construed as requiring the Company to register the
shares subject to this option under the Securities Act.
9. Notwithstanding anything herein to the contrary, if at any time the
Board shall determine, in its discretion, that the listing or
qualification of the shares of Common Stock subject to this option on
any securities exchange or under any applicable law, or the consent or
approval of any governmental agency or regulatory body, is necessary or
desirable as a condition to, or in connection with, the granting of an
option or the issue of shares of Common Stock hereunder, this option
may not be exercised in whole or in part unless such listing,
qualification, consent or approval shall have been effected or obtained
free of any conditions not acceptable to the Board.
10. The Company may affix appropriate legends upon the certificates for
shares of Common Stock issued upon exercise of this option and may
issue such "stop transfer" instructions to its transfer agent in
respect of such shares as it determines, in its discretion, to be
necessary or appropriate to (a) prevent a violation of, or to perfect
an exemption from, the registration requirements of the Securities Act,
or (b) implement the provisions of this Contract or any other agreement
between the Company and the Optionee with respect to such shares of
Common Stock. This option and the shares of Common Stock subject
thereto shall be subject to such restrictions, including any lockup
required by the Company's underwriters, as the Board may determine in
its discretion.
-2-
<PAGE>
11. Nothing herein shall confer upon the Optionee any right to continue in
the employ of the Company, any Parent or any of its Subsidiaries, or
interfere in any way with any right of the Company, any Parent or its
Subsidiaries to terminate such employment at any time for any reason
whatsoever without liability to the Company, any Parent or any of its
Subsidiaries.
12. In the event of any change in the outstanding Common Stock by reason of
a stock dividend, recapitalization, merger or consolidation in which
the Company is the surviving corporation, split-up, spin-off,
combination or exchange of shares or the like, the aggregate number and
kind of shares subject to this option and the exercise price thereof
shall be appropriately adjusted by the Board, whose determination shall
be conclusive.
13. The Optionee (by his or her acceptance of this option) represents and
agrees that he or she will comply with all applicable laws relating to
the grant and exercise of this option and the disposition of the shares
of Common Stock acquired upon exercise of this option, including,
without limitation, federal and state securities and "blue sky" laws.
14. This option is not transferable by the Optionee otherwise than by will
or the laws of descent and distribution and may be exercised, during
the lifetime of the Optionee, only by the Optionee or the Optionee's
legal representatives.
15. This Contract shall be binding upon and inure to the benefit of any
successor or assign of the Company and to any heir, distributee,
executor, administrator or legal representative entitled to the
Optionee's rights hereunder.
16. This Contract shall be governed by, and construed and enforced in
accordance with, the laws of New York, without regard to the conflicts
of law rules thereof.
17. The invalidity, illegality or unenforceability of any provision herein
shall not affect the validity, legality or enforceability of any other
provision.
18. The Company makes no representations and offers no advise regarding the
tax consequences relating to the grant or exercise of this option.
19. This Contract may be executed in two counterpart copies of the entire
document or of the signature pages hereto, each of which may be
executed by either of the parties hereto, but both of which, when taken
together, shall constitute a single agreement binding upon both of the
parties hereto.
-3-
<PAGE>
IN WITNESS WHEREOF, the parties hereto have executed this Contract as
of the day and year first above written.
LEISUREPLANET HOLDINGS, LTD.
/s/ Clive Kabatznik
---------------------------------------
Name: Clive Kabatznik
Title: President
/s/ Michael Levy
---------------------------------------
Michael Levy
-4-
<PAGE>
EXHIBIT 5.01
<PAGE>
[LETTERHEAD OF CONYERS DILL & PEARMAN]
October 25, 1999
Leisureplanet Holdings, Ltd.
Clarendon House, Church Street
Hamilton HM CX, Bermuda
Gentlemen:
We have acted as special counsel to Leisureplanet Holdings, Ltd. (the
"Registrant") in connection with its Registration Statement on Form S-8 (the
"Registration Statement") to be filed with the Securities and Exchange
Commission, relating to 1,100,000 shares of Common Stock, par value $0.01 per
share, of the Registrant (the "Shares"), issuable upon exercise of options
("Options") granted pursuant to Option Agreements with certain employees
("Agreements").
In connection with the foregoing, we have examined, among other things, the
Registration Statement and originals or copies, satisfactory to us, of all such
corporate records and of all such agreements, certificates and other documents
as we have deemed relevant and necessary as a basis for the opinion hereinafter
expressed. In such examination, we have assumed the genuineness of all
signatures, the authenticity of all documents submitted to us as originals and
the conformity with the original documents of documents submitted to us as
copies. As to any facts material to such opinion, we have, to the extent that
relevant facts were not independently established by us, relied on certificates
of public officials and certificates, oaths and declarations of officers or
other representatives of the Registrant.
Based upon and subject to the foregoing, we are of the opinion that the Shares
have been duly and validly authorized for issuance under the Agreements and when
issued against payment therefor in accordance with the terms of the Agreements,
will be validly issued, fully paid and non-assessable.
<PAGE>
Leisureplanet Holdings, Ltd
October 25, 1999
Page 2
We are members of the bar of Bermuda and we have made no investigation of an
express no opinion in relation to the laws of any jurisdiction other than
Bermuda. This opinion is to be governed by and construed in accordance with the
laws of Bermuda and is limited to and is given on the basis of the current law
and practice in Bermuda.
We hereby consent to the filing of a copy of this opinion as an exhibit to the
Registration Statement.
Yours faithfully,
/s/ Conyers Dill & Pearman
- ------------------------------------
Conyers Dill & Pearman
<PAGE>
EXHIBIT 23.01
<PAGE>
INDEPENDENT AUDITORS' CONSENT
We consent to use in this Registration Statement on Form S-8 relating to
1,100,000 shares of common stock issuable upon exercise of options of
Leisureplanet Holdings, Ltd. our report dated October 12, 1999 appearing in the
Annual Report on Form 10-K of Leisureplanet Holdings, Ltd. filed on October 12,
1999 (File No. 0-27494) and on our audits of the consolidated financial
statements of Leisureplanet Holdings, Ltd. and subsidiaries as of June 30, 1999
and 1998 and for each of the three years in the period ended June 30, 1999.
/s/ PricewaterhouseCoopers Inc.
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PricewaterhouseCoopers Inc
Chartered Accountants (SA)
Sandton, South Africa
October 27, 1999
