As filed with the Securities and Exchange Commission on August 1, 1997.
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Incorporated GLOBE BUSINESS RESOURCES, INC. I.R.S. Employer
Under the Laws 1925 GREENWOOD AVENUE Identification No.
of Ohio CINCINNATI, OHIO 45246 31-1256641
(513) 771-8221
1997 STOCK OPTION PLAN
AND
1997 DIRECTORS' STOCK OPTION PLAN
Gary P. Kreider, Esq.
Keating, Muething & Klekamp
One East Fourth Street
Cincinnati, Ohio 45202
(513) 579-6411
(Agent for Service of Process)
CALCULATION OF REGISTRATION FEE
Proposed Proposed
Maximum Maximum
Title of Amount Offering Aggregate Amount of
Securities To Be Price Offering Registration
To Be Registered Registered(1) Per Share(2) Price(2) Fee(3)
Common Stock, 200,000
No par value Shares $14.375 $2,875,000.00 $872
(1) This Registration Statement is filed for up to 200,000 shares issuable
upon the exercise of options granted pursuant to the 1997 Stock Option
Plan and the 1997 Directors' Stock Option Plan.
(2) Estimated to calculate registration fee.
(3) Calculated pursuant to Rule 457(h) based on the average of the high and
low prices of the Common Stock on the Nasdaq Stock Market on July 28,
1997 of $14.375 per share.
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
The following documents filed by Globe Business Resources, Inc. (the
"Company"), with the Securities and Exchange Commission are incorporated herein
by reference and made a part hereof:
1. The Company's Annual Report on Form 10-K for the Fiscal Year ended
February 28, 1997.
2. The Company's Quarterly Report on Form 10-Q for the period ended May
31, 1997.
3. The description of the Company's Common Stock contained in the
Registration Statement on Form 8-A filed on February 2, 1996 under the
Securities Act of 1934.
All reports and other documents subsequently filed by the Company
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act
of 1934, prior to the filing of a post-effective amendment which indicates that
all Common Stock offered has been sold or which deregisters all Common Stock
then remaining unsold, shall be deemed to be incorporated by reference in this
Registration Statement and to be a part hereof from the date of filing such
documents.
Item 4. Description of Securities
Not Applicable.
Item 5. Interests of Named Experts and Counsel
The legality of the Common Stock offered hereby will be passed upon for
the Company by Keating, Muething & Klekamp, P.L.L., 1800 Provident Tower, One
East Fourth Street, Cincinnati, Ohio 45202. Attorneys of Keating, Muething &
Klekamp own 21,000 shares of the Company's Common Stock.
<PAGE>
Item 6. Indemnification of Directors and Officers
Ohio Revised Code, Section 1701.13(E), allows indemnification by the
registrant to any person made or threatened to be made a party to any
proceedings, other than a proceeding by or in the right of the registrant, by
reason of the fact that he is or was a director, officer, employee or agent of
the registrant, against expenses, including judgment and fines, if he acted in
good faith and in a manner reasonably believed to be in or not opposed to the
best interests of the registrant and, with respect to criminal actions, in which
he had no reasonable cause to believe that his conduct was unlawful. Similar
provisions apply to actions brought by or in the right of the registrant, except
that no indemnification shall be made in such cases when the person shall have
been adjudged to be liable for negligence or misconduct to the registrant unless
deemed otherwise by the court. Indemnification is to be made by a majority vote
of a quorum of disinterested directors or the written opinion of independent
counsel or by the shareholders or by the court. The registrant's Code of
Regulations extends such indemnification.
Item 7. Exemption from Registration Claimed
Not Applicable.
Item 8. Exhibits*
Exhibit 4 Globe Business Resources, Inc. 1997 Stock
Option Plan and 1997 Directors' Stock Option
Plan
Exhibit 5 Opinion of Keating, Muething & Klekamp, P.L.L.
Exhibit 23.1 Consent of Price Waterhouse LLP.
Exhibit 23.2 Consent of Keating, Muething & Klekamp, P.L.L.
(included in Exhibit 5)
Exhibit 24 Power of Attorney (contained on the signature
page)
- --------
*All Exhibits filed herewith.
<PAGE>
Item 9. Undertakings
9.1 The undersigned registrant hereby undertakes 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 this Registration Statement
(or the most recent post-effective amendment thereof) which, individu ally or in
the aggregate, represent a fundamental change in the information set forth in
this Registration Statement. Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered) and any deviation
from the low or high end of the estimated maximum offering range may be
reflected in the form of prospectus filed with the Commission pursuant to Rule
424(b) if, in the aggregate, the changes in volume and price represent no more
than a 20% 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 (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
periodic reports filed with or furnished to the 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 the Registration Statement.
9.2 The undersigned registrant hereby undertakes 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.
9.3 The undersigned registrant hereby undertakes 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.
9.4 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
<PAGE>
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.
9.5 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.
<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 Cincinnati, Ohio, on July 29, 1997.
GLOBE BUSINESS RESOURCES, INC.
By:/s/David D. Hoguet
-----------------------------------
David D. Hoguet
Chairman of the Board and
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated. Persons whose names are marked with an
asterisk (*) below hereby designate David D. Hoguet or Sharon G. Kebe as their
attorney-in-fact to sign all amendments, including any post-effective
amendments, to this Registration Statement.
Signature Capacity Date
*/s/David D. Hoguet Chairman of the July 29, 1997
- ---------------------------- Board and Chief
David D. Hoguet Executive Officer
(Principal
Executive
Officer)
July 29, 1997
*/s/Blair D. Neller President, Chief
- ----------------------------- Operating Officer
Blair D. Neller and Director
<PAGE>
July 29, 1997
*/s/Sharon G. Kebe Senior Vice
- ------------------------------- President-
Sharon G. Kebe Finance and
Treasurer
(principal
financial and
accounting
officer)
*/s/William R. Griffin Director July 29, 1997
- ------------------------------
William R. Griffin
*/s/Alvin Z. Meisel Director July 29, 1997
- -------------------------------
Alvin Z. Meisel
*/s/Thomas C. Parise Director July 29, 1997
- -------------------------------
Thomas C. Parise
EXHIBIT 4
GLOBE BUSINESS RESOURCES, INC.
1997
Stock Option and Incentive Plan
ARTICLE 1
OBJECTIVES
Globe Business Resources, Inc. has established this Stock Option and
Incentive Plan effective April 8, 1997, as an incentive to the attraction and
retention of dedicated and loyal employees of outstanding ability, to stimulate
the efforts of such persons in meeting Globe's objectives and to encourage
ownership of Globe Common Stock by employees.
ARTICLE 2
DEFINITIONS
2.1 For purposes of the Plan, the following terms shall have the
definition which is attributed to them, unless another definition is clearly
indicated by a particular usage and context.
A. "Code" means the Internal Revenue Code of 1986.
B. "Date of Exercise" means the date on which Globe has
received a written notice of exercise of an Option, in such form
as is acceptable to the Committee, and full payment of the
purchase price or a copy of irrevocable directions to a
broker-dealer to deliver the Option Price to Globe pursuant to
Section 7.2 hereof.
C. "Date of Grant" means the date on which the Committee
makes an award of an Option.
D. "Eligible Employee" means any individual who performs
services for Globe and is treated as an Employee for federal
income tax purposes.
E. "Effective Date" means April 8, 1997.
F. "Fair Market Value" means the last sale price immediately
prior to the date of grant as reported on any stock exchange.
G. "Globe" means Globe Business Resources, Inc. and any
subsidiary of Globe Business Resources, Inc., as the term
"subsidiary" is defined in Section 424(f) of the Code.
<PAGE>
H. "Incentive Stock Option" shall have the same meaning as
given to that term by Section 422 of the Code.
I. "Nonqualified Stock Option" means any Option granted
under the Plan which is not considered an Incentive Stock Option.
J. "Option" means the right to purchase a stated number of
Shares at a specified price. The option may be granted to an
Eligible Employee subject to the terms of this Plan, and such
other conditions and restrictions as the Committee deems
appropriate. Each Option shall be designated by the Committee to
be either an Incentive Stock Option or a Nonqualified Stock
Option.
K. "Option Price" means the purchase price per Share subject
to an Option and shall be fixed by the Committee, but shall not
be less than 95% of the Fair Market Value of a Share on the Date
of Grant in the case of a Nonqualified Stock Option or less than
100% of the Fair Market Value of a Share on the Date of Grant in
the case of an Incentive Stock Option.
L. "Permanent and Total Disability" shall mean any medically
determinable physical or mental impairment rendering an
individual unable to engage in any substantial gainful activity,
which disability can be expected to result in death or which has
lasted or can be expected to last for a continuous period of not
less than 12 months.
M. "Plan" means this 1997 Stock Option and Incentive Plan as
it may be ---- amended.
N. "Share" means one share of the Common Stock of Globe
ARTICLE 3
ADMINISTRATION
3.1 The Plan shall be administered by a committee designated by the Board
of Directors of Globe The Committee shall be comprised of three or more
directors each of whom shall be (i) a "Non-Employee Director" as defined in Rule
16b-3 of the Securities and Exchange Act of 1934 (the "Act") and (ii) an
"outside director" to the extent required by Section 162(m) of the Code
("Section 162(m)"), as such Rule and Section may be amended, superseded or
interpreted hereafter. Notwithstanding the foregoing, to the extent Ohio law
permits, the Committee may be comprised of two or more such directors.
3.2 Except as specifically limited by the provisions of the Plan, the
Committee in its discretion shall have the authority to:
A. Grant Options and make restricted and unrestricted stock
awards on such terms and conditions consistent with this
Plan as the Committee shall determine;
<PAGE>
B. Interpret the provisions of the Plan and decide all
questions of fact arising in its application; and
C. Prescribe such rules and procedures for Plan administration
as from time to time it may deem advisable.
3.3 Any action, decision, interpretation or determination by the
Committee with respect to the application or administration of this Plan shall
be final and binding upon all persons, and need not be uniform with respect to
its determination of recipients, amount, timing, form, terms or provisions.
3.4 No member of the Committee shall be liable for any action or
determination taken or made in good faith with respect to the Plan and, to the
extent permitted by law, all members shall be indemnified by Globe for any
liability and expenses which may occur from any claim or cause of action.
ARTICLE 4
SHARES SUBJECT TO PLAN
4.1 The number of Shares that may be issued under the Plan is 150,000.
Except as provided in Section 4.2, upon lapse or termination of any Option for
any reason without being completely exercised, the Shares which were subject to
such Option may again be subject to other Options.
4.2 The maximum number of Shares with respect to which options may be
granted to any employee during each fiscal year of Globe is 20,000. If an Option
is canceled, it continues to be counted against the maximum number of Shares for
which Options may be granted to an employee. If an Option is repriced, the
transaction is treated as a cancellation of the Option and a grant of a new
Option.
ARTICLE 5
GRANTING OF OPTIONS
The Committee may, from time to time, prior to April 7, 2007, grant
Options to Eligible Employees on such terms and conditions as the Committee may
determine. More than one Option may be granted to the same Eligible Employee.
<PAGE>
ARTICLE 6
TERMS OF OPTIONS
6.1 Subject to specific provisions relating to Incentive Stock Options
set forth in Article 9, each Option shall be for a term of from one to ten years
from the Date of Grant and may not be exercised during the first twelve months
of the term of said Option. Commencing on the first anniversary of the Date of
Grant of an Option, the Option may be exercised for 25% of the total Shares
covered by the Option with an additional 25% of the total Shares covered by the
Option becoming exercisable on each succeeding anniversary until the Option is
exercisable to its full extent. This right of exercise shall be cumulative and
shall be exercisable in whole or in part. The Committee may establish a
different exercise schedule and impose other conditions upon exercise for any
particular Option or groups of Options. The Committee in its sole discretion may
permit particular holders of Options to exercise an Option to a greater extent
than provided in such Option.
6.2 If the grantee of an Option dies or becomes subject to a Permanent
and Total Disability while employed by Globe, or within 60 days after
termination of employment for any reason other than cause, or retires after age
55 through a plan of retirement acceptable to Globe, all Options granted to such
person shall become fully vested and immediately exercisable as of the date of
termination of employment.
6.3 In the event of the dissolution or liquidation of Globe or any
merger, other than a merger for the purpose of the redomestication of Globe not
involving a change in control, consolidation, exchange or other transaction in
which Globe is not the surviving corporation or in which the outstanding Shares
of Globe are converted into cash, other securities or other property, each
outstanding Option shall automatically become fully vested and fully exercisable
immediately prior to such event. Thereafter the holder of each such Option
shall, upon exercise of the Option, receive, in lieu of the stock or other
securities and property receivable upon exercise of the Option prior to such
transaction, the stock or other securities or property to which such holder
would have been entitled upon consummation of such transaction if such holder
had exercised such Option immediately prior to such transaction.
6.4 All outstanding Options shall become fully vested and immediately
exercisable in full if a change in control of Globe occurs. For purposes of this
Agreement, a "change in control of Globe" shall be deemed to have occurred if
(a) any "person", as such term is used in Sections 13(d) and 14(d) of the
Securities Exchange Act of 1934, other than (i) a trustee or other fiduciary
holding securities under an employee benefit plan of Globe or (ii) David D.
Hoguet or Blair D. Neller or any member of either person's family, becomes the
"beneficial owner," as defined in Rule 13d-3 under such Act, directly or
indirectly, of securities of Globe representing 30% or more of the combined
voting power of Globe's then outstanding securities; or (b) during any period of
one year after January 1, 1997, individuals who at the beginning of such period
constitute the Board of Directors and any new director whose election by the
Board or nomination for election by Globe's shareholders was approved by a vote
of at least two-thirds (2/3) of the Directors then still in office
<PAGE>
who either were Directors at the beginning of the period or whose election or
nomination for election was previously so approved, cease for any reason to
constitute a majority thereof.
6.5 Nothing contained in this Plan or in any Option granted pursuant to
it shall confer upon any employee any right to continue in the employ of Globe
or to interfere in any way with the right of Globe to terminate employment at
any time. So long as a holder of an Option shall continue to be an employee of
Globe, the Option shall not be affected by any change of the employee's duties
or position.
ARTICLE 7
EXERCISE OF OPTIONS
7.1 Any person entitled to exercise an Option in whole or in part, may
do so by delivering a written notice of exercise to Globe, Attention Corporate
Secretary, at its principal office. The written notice shall specify the number
of Shares for which an Option is being exercised and the grant date of the
option being exercised and shall be accompanied by full payment of the Option
Price for the Shares being purchased and any withholding taxes.
7.2 An Option may also be exercised by delivering a written notice of
exercise to Globe, Attention Corporate Secretary, accompanied by irrevocable
instructions to deliver shares to a broker-dealer and a copy of irrevocable
instructions to the broker-dealer to deliver the Option Price and any
withholding taxes to Globe
ARTICLE 8
PAYMENT OF OPTION PRICE
8.1 In the sole discretion of the Committee, Payment of the Option
Price and any withholding taxes may be made in cash, by the tender of Shares, or
both. Shares tendered shall be valued at their Fair Market Value.
8.2 Payment through tender of Shares may be made by instruction from
the Optionee to Globe to withhold from the Shares issuable upon exercise that
number which have a Fair Market Value equal to the exercise price for the Option
or portion thereof being exercised and any withholding taxes.
ARTICLE 9
INCENTIVE STOCK OPTIONS AND NONQUALIFIED STOCK OPTIONS
9.1 The Committee in its discretion may designate whether an Option is to
be an Incentive Stock Option or a Nonqualified Stock Option. The Committee may
grant both an Incentive Stock Option and a Nonqualified Stock Option to the same
individual. However, where both an Incentive Stock Option and a Nonqualified
Stock Option are awarded at one time, such Options shall be deemed to have been
awarded in separate grants, shall be clearly identified, and in no event will
the exercise of one such Option affect the right to exercise the other such
Option.
<PAGE>
9.2 Any option designated by the Committee as an Incentive Stock Option
will be subject to the general provisions applicable to all Options granted
under the Plan plus the following specific provisions:
A. At the time the Incentive Stock Option is granted, if the
Eligible Employee owns, directly or indirectly, stock representing more than 10%
of (i) the total combined voting power of all classes of stock of Globe, or (ii)
a corporation that owns 50% or more of the total combined voting power of all
classes of stock of Globe, then:
(i) The Option Price must equal at least 110% of the Fair Market Value on
the Date of Grant; and
(ii) The term of the Option shall not be greater than five years from the
Date of Grant.
B. The aggregate Fair Market Value of Shares (determined at
the Date of Grant) with respect to which Incentive Stock Options are exercisable
by an Eligible Employee for the first time during any calendar year under this
Plan or any other plan maintained by Globe shall not exceed $100,000.
9.3 If any Option is not granted, exercised, or held pursuant to the
provisions noted immediately above, it will be considered to be a Nonqualified
Stock Option to the extent that the grant is in conflict with these
restrictions.
ARTICLE 10
TRANSFERABILITY OF OPTION
During the lifetime of an Eligible Employee to whom an Option has been
granted, such Option is not transferable voluntarily or by operation of law and
may be exercised only by such individual. Upon the death of an Eligible Employee
to whom an Option has been granted, the Option may be transferred to the
beneficiaries or heirs of the holder of the Option by will or by the laws of
descent and distribution.
Notwithstanding the above, the Committee may, with respect to
particular Nonqualified Options, establish or modify the terms of the Option to
allow the Option to be transferred at the request of the grantee of the Option
to trusts established by the grantee or as to which the grantee is a grantor or
to family members of the grantee or otherwise for personal and tax planning
purposes of the grantee. If the Committee allows such transfer, such Options
shall not be exercisable for a period of six months following the action of the
Committee.
<PAGE>
ARTICLE 11
TERMINATION OF OPTIONS
11.1 An Option will terminate as follows:
A. Upon exercise or expiration by its terms.
B. Options shall terminate immediately if employment is
terminated for cause or by voluntary action of the grantee without the consent
of Globe Cause is defined as including, but not limited to, theft of or
intentional damage to Globe property, intentional harm to the Globe's
reputation, material breach of the optionee's duty of fidelity to the Globe,
excessive use of alcohol, the use of illegal drugs, the commission of a criminal
act, willful violation of Globe policies, or trading in shares for personal gain
based on knowledge of Globe's activities or results when such information is not
available to the general public.
C. If the grantee of an Option violates any terms of any
written employment, confidentiality or noncompetition agreement between Globe
and that person, all existing Options granted to such person will terminate. In
addition, if at the time of such violation such person has exercised Options but
has not received certificates for the Shares to be issued, Globe may void the
Option and its exercise. Any such actions by Globe shall be in addition to any
other rights or remedies available to Globe in such circumstances.
D. If the grantee of an Option dies or becomes subject to a
Permanent and Total Disability while employed by Globe, or within 60 days after
termination of employment for any reason other than cause, such Option may be
exercised at any time within one year after the date of termination of
employment. Options may be exercised by that person's estate or guardian or by
those persons to whom the Option may have been transferred pursuant to Section
10.
E. If the grantee of a Nonqualified Option retires after age
55 through a plan of retirement acceptable to Globe, such Option may be
exercised at any time within two years after the date of termination of
employment.
F. In all other cases, upon termination of employment, the
then-exercisable portion of any Option will terminate on the 60th day after the
date of termination. The portion not exercisable will terminate on the date of
termination of employment. For purposes of the Plan, a leave of absence approved
by Globe shall not be deemed to be termination of employment.
11.2 The Committee, in its discretion, may as to any particular
outstanding Nonqualified Stock Option or upon the grant of any Nonqualified
Stock Option, establish terms and conditions which are different from those
otherwise contained in this Article 11, by, without limitation, providing that
upon termination of employment for any designated reason, vesting may occur in
whole or in part at such time and that such Option may be exercised for any
period during the remaining term of the Option, not to exceed ten years from the
Date of Grant.
<PAGE>
11.3 Except as provided in Article 13 hereof, in no event will the
continuation of the term of an Option beyond the date of termination of
employment allow the grantee, his beneficiaries heirs or assigns, to accrue
additional rights under the Plan, or to purchase more Shares through the
exercise of an Option than could have been purchased on the day that employment
was terminated. In addition, notwithstanding anything contained herein, no
option may be exercised in any event after the expiration of ten years from the
date of grant of such option.
ARTICLE 12
RESTRICTED AND UNRESTRICTED STOCK AWARDS
12.1 Grants of Restricted Stock Awards. The Committee may, in its
discretion, grant one or more Restricted Stock Awards to any Eligible Employee
or Advisor. An Advisor is any person who provides bona fide advisory or
consultation services to Globe other than in connection with the offer or sale
of securities in a capital-raising transaction. Each Restricted Stock Award
shall specify the number of Shares to be issued to the Participant, the date of
such issuance, the price, if any, to be paid for such Shares by the Participant
and the restrictions imposed on such Shares. The Committee may grant Awards of
Restricted Stock subject to the attainment of specified performance goals,
continued employment or such other limitations or restrictions as the Committee
may determine.
12.2 Terms and Conditions of Restricted Awards. Restricted Stock Awards
shall be subject to the following provisions:
A. Issuance of Shares. Shares of Restricted Stock may be issued immediately
upon grant or upon vesting as determined by the Committee.
B. Stock Powers and Custody. If Shares of Restricted Stock are issued
immediately upon grant, the Committee may require the Participant to deliver a
duly signed stock power, endorsed in blank, relating to the Restricted Stock
covered by such an Award. The Committee may also require that the stock
certificates evidencing such shares be held in custody by the Company until the
restrictions on them shall have lapsed.
C. Shareholder Rights. Unless otherwise determined by the Committee at the
time of grant, Participants receiving Restricted Stock Awards shall not be
entitled to dividend or voting rights for the Restricted Shares until they are
fully vested.
12.3 Unrestricted Stock Awards. The Committee may make awards of
unrestricted Common Stock to key Eligible Employees and Advisors in recognition
of outstanding achievements or contributions by such employees and advisors.
Unrestricted Shares issued on a bonus basis may be issued for no cash
consideration. Each certificate for unrestricted Common Stock shall be
registered in the name of the Participant and delivered to the Participant.
<PAGE>
ARTICLE 13
ADJUSTMENTS TO SHARES AND PRICE
13.1 In the event of changes in the outstanding Common Stock of Globe
as a result of stock dividends, stock splits, reclassifications,
reorganizations, redesignations, mergers, consolidations, recapitalizations,
combinations or exchanges of Shares, or other such changes, the number and class
of Shares for all purposes covered by the Plan and number and class of Shares
and price per Share for each outstanding Option and Stock Award covered by the
Plan shall be appropriately adjusted by the Committee.
13.2 The Committee shall make appropriate adjustments in the Option
Price and Stock Awards to reflect any spin-off of assets, extraordinary
dividends or other distributions to shareholders.
ARTICLE 14
AGREEMENTS
14.1 All Options and Stock Awards granted under the Plan shall be
evidenced by a written agreement in such form or forms as the Committee in its
sole discretion may determine.
14.2 By acceptance of an Option or Stock Award under this Plan, the
recipient shall be deemed to have consented to be bound, on the recipient's own
behalf and on behalf of the recipient's heirs, assigns and legal
representatives, by all terms and conditions of this Plan.
ARTICLE 15
AMENDMENT OR TERMINATION OF PLAN
15.1 The Board of Directors of Globe may at any time amend, suspend, or
terminate the Plan; provided, however, that no amendments by the Board of
Directors of Globe shall, without further approval of the shareholders of Globe:
A. Change the definition of Eligible Employees;
B. Except as provided in Articles 4 and 13 hereof, increase the
number of Shares which may be subject to the Plan; or increase
the maximum number of Shares with respect to which Options may be
granted to any eligible Employee of Globe during any fiscal year;
C. Cause the Plan or any Option or Stock Award granted under the
Plan to fail to meet the conditions for exclusion of application
of the $1 million deduction limitation imposed by Section 162(m)
of the Code; or
<PAGE>
D. Cause any Option granted as an Incentive Stock Option to fail to
qualify as an "Incentive Stock Option" as defined by Section 422
of the Code.
15.2 No amendment or termination of the Plan shall alter or impair any
Option or Stock Award granted under the Plan without the consent of the holder
thereof.
15.3 This Plan shall continue in effect until the expiration of all
Options and Stock Awards granted under the Plan unless terminated earlier in
accordance with this Article 12, 15; provided, however, that it shall otherwise
terminate and no Options or Stock Awards shall be granted ten years after the
Effective Date.
ARTICLE 16
EFFECTIVE DATE
This Plan shall become effective as of April 8, 1997, having been
adopted by the Board of Directors of Globe on such date, subject to approval by
shareholders by April 1, 1998.
ARTICLE 17
MISCELLANEOUS
17.1 Nothing contained in this Plan or in any action taken by the Board
of Directors or shareholders of Globe shall constitute the granting of an Option
or Stock Award. An Option or Stock Award shall be granted only at such time as a
written Option shall have been executed and delivered to the respective employee
and the employee shall have executed an agreement in conformance with the
provisions of the Plan.
17.2 Certificates for Shares purchased through exercise of Options will
be issued in regular course after exercise of the Option and payment therefor as
called for by the terms of the Option but in no event shall Globe be obligated
to issue certificates more often than once each quarter of each fiscal year. No
persons holding an Option or entitled to exercise an Option granted under this
Plan shall have any rights or privileges of a shareholder of Globe with respect
to any Shares issuable upon exercise of such Option until certificates
representing such Shares shall have been issued and delivered. No Shares shall
be issued and delivered upon exercise of an Option or Stock Award unless and
until Globe, in the opinion of its counsel, has complied with all applicable
registration requirements of the Securities Act of 1933 and any applicable state
securities laws and with any applicable listing requirements of any national
securities exchange on which Globe securities may then be listed as well as any
other requirements of law.
GLOBE BUSINESS RESOURCES, INC.
1997 DIRECTORS' STOCK OPTION PLAN
The purpose of the 1997 Directors' Stock Option Plan is to advance the
interests of Globe Business Resources, Inc. and its shareholders by affording
non-employee members of the Company's Board of Directors an opportunity to
increase their proprietary interest in the Company by the grant of options to
them under the terms set forth herein. The Company believes that this Plan will
give an incentive to these members of the Board to increase revenues and
profits.
1. Effective Date of the Plan. This Plan shall become effective at such
time as it is approved by shareholders at the 1997 Annual Meeting of
Shareholders of the Company.
2. Shares Subject to the Plan. The shares to be issued upon the exercise of
the options granted under the Plan shall be shares of Common Stock, no par
value, of the Company. Either treasury or authorized and unissued shares of
Common Stock, or both, as the Board of Directors shall from time to time
determine, may be so issued. No shares of Common Stock which are subject of any
lapsed, expired or terminated options may be available for reoffering under the
Plan.
Subject to the provisions of Section 4 hereof, the aggregate number of
shares of Common Stock for which options may be granted under the Plan shall be
50,000.
3. Administration. The Plan shall be administered by a committee appointed
in accordance with the Company's Code of Regulations and consisting of three or
more directors which directors may also be eligible to participate in the Plan.
Subject to the express provisions of the Plan, the Committee shall have the
authority to establish the terms and conditions of such option agreements,
consistent with this Plan. Such agreements need not be uniform.
4. Adjustments to Common Stock and Option Price.
4.1 In the event of changes in the outstanding Common Stock of
the Company as a result of stock dividends, split-ups,
recapitalizations, combinations or exchanges, the number and class of
shares of Common Stock authorized to be the subject of options under
the Plan and the number and class of shares of Common Stock and Option
Price for each option which is outstanding under this Plan shall be
correspondingly adjusted by the Committee.
4.2 The Committee shall make appropriate adjustments in the
Option Price to reflect any spin-off of assets, extraordinary dividends
or other distributions to shareholders.
<PAGE>
4.3 In the event of the dissolution or liquidation of the
Company or any merger, consolidation or combination in which the
Company is not the surviving corporation or in which the outstanding
shares of Common Stock of the Company are converted into cash, other
securities or other property, each outstanding option issued hereunder
shall terminate as of a date fixed by the Committee provided that not
less than 20 days' written notice of the date of expiration shall be
given to each holder of an option. Each such holder shall have the
right during such period following notice to exercise the option as to
all or any part of the option for which it is exercisable at the time
of such notice.
5. Eligible Directors; Grant of Options. An Eligible Director shall be each
director of the Company, now serving as a director or elected hereafter, who is
not also an employee of the Company.
Each Eligible Director elected as such at the 1997 Annual Meeting of
Shareholders shall be granted an option for the purchase of 1,000 shares of
Common Stock and, upon each subsequent election as a director, another option
for 1,000 shares. Persons who become Eligible Directors after the effective date
of the Plan shall be granted an option for 1,000 shares as a result of their
election, whether by shareholders or directors, and upon each subsequent
election as a director, another option for 1,000 shares. All grants shall be
made on the date of the event giving rise to the option. Such grants shall
continue until the number of shares provided for in this Plan in Section 2 are
exhausted.
6. Price. The purchase price of the shares of Common Stock which may be
acquired pursuant to the exercise of any option granted pursuant to the Plan
shall be the last closing sale price reported immediately prior to the date of
grant.
7. Period of Option. The term of each option shall be ten years from the
date of grant.
8. Exercise of Options. An option may be exercised by an Eligible Director
as to all or part of the shares covered thereby by giving written notice to the
Company at its principal office, directed to the attention of its Secretary,
accompanied by payment of the Option Price in full for shares being purchased.
The payment of the Option Price shall be either in cash or, subject to any
conditions set forth in the option agreement, by delivery of shares of Common
Stock of the Company having a fair market value equal to the purchase price on
the date of exercise of the option, or by any combination of cash and such
shares.
Unless there is in effect at the time of exercise a registration statement
under the Securities Act of 1933 permitting the resale to the public of shares
acquired under the Plan, the holder of the option shall, except to the extent
determined by the Committee that such is not required, (i) represent and warrant
in writing to the Company that the shares acquired are being acquired for
investment and not with a view to the distribution thereof, (ii) acknowledge
that the shares acquired may not be sold unless registered for sale under said
Act or pursuant to an exemption from such registration,and (iii) agree that the
certificates evidencing such shares shall bear a legend to the effect of clauses
(i) and (ii).
<PAGE>
9. Nontransferability of Options. No option granted under the Plan shall be
transferable otherwise than by will or by the laws of descent and distribution,
and an option may be exercised during the lifetime of the holder only by him.
10. Death or Disability of an Optionee. If an optionee shall cease to be an
Eligible Director on account of disability or death, an option theretofore
granted to such Eligible Director may be exercised by the optionee or, in the
case of death, by the legal representative of the estate of the deceased option
holder or by the person or persons to whom such Eligible Director's rights under
the option shall pass by will or the laws of descent and distribution, at any
time within one year from the date the optionee ceased to be an Eligible
Director. "Disability" shall have the meaning ascribed to it in Section
105(d)(4) of the Internal Revenue Code of 1986, as amended.
11. Rights as a Stockholder. The holder of an option shall not have any of
the rights of a stockholder of the Company with respect to the shares subject to
an option until a certificate or certificates for such shares shall have been
issued upon the exercise of the option.
12. Amendment and Termination.
12.1 The Plan shall terminate five years after its effective
date and thereafter no options shall be granted thereunder. All options
outstanding at the time of termination of the Plan shall continue in
full force and effect in accordance with and subject to the terms and
conditions of the Plan. The Board of Directors of the Company at any
time prior to that date may terminate the Plan or make such amendments
to it as the Board of Directors shall deem advisable; provided,
however, that except as provided in Section 4 hereof, the Board of
Directors may not, without shareholder approval, increase the maximum
number of shares as to which options may be granted under the Plan,
change the class of persons eligible to receive options under the Plan
or change the number of options to be granted to each eligible person
under the Plan. No termination or amendment of the Plan may, without
the consent of the holder of an option then existing, terminate his
option or materially and adversely affect his rights under the option.
12.2 This Plan may not be amended more than once every six
months other than to conform with changes in the Internal Revenue Code,
the Employee Retirement Income Security Act, or the rules thereunder.
13. Automatic Termination of Option. Notwithstanding anything contained
herein to the contrary, if at any time a holder of an option granted under this
Plan becomes an employee, officer or director of or a consultant to an entity
which the Committee determines is a competitor of the Company, such option shall
automatically terminate as of the date such conflicting relationship was
established regardless of whether such option is exercisable in whole or in part
at such time.
EXHIBIT 5
OPINION OF KEATING, MUETHING & KLEKAMP
FACSIMILE (513) 579-6956
July 29, 1997
Direct Dial (513) 579-6410
E-Mail: [email protected]
Ladies and Gentlemen:
This firm is general counsel to Globe Business Resources, Inc.(the
"Company") and as such, we are familiar with the Company's Articles of
Incorporation, Code of Regulations and corporate proceedings generally. We have
reviewed the corporate records as to the establishment of the Company's 1997
Stock Option Plan and 1997 Directors' Stock Option Plan (hereinafter referred to
as the "Plans") which calls for the issuance of shares of Common Stock to
employees and directors of the Company and its subsidiaries, respectively, upon
exercise of options granted to them. Based solely upon such examination, we are
of the opinion that:
1. The Company is a duly organized and validly existing corporation under
the laws of the State of Ohio; and
2. The Company has taken all necessary and required corporate actions in
connection with the proposed issuance of 200,000 shares of Common Stock pursuant
to the Plans subject to the approval by shareholders, and after such shareholder
approval is recieved, the Common Stock, when issued and delivered, will be
validly issued, fully paid and non-assessable shares of Common Stock of the
Company free of any claim of pre-emptive rights.
We hereby consent to be named in the Registration Statement and the
Prospectus part thereof as the attorneys who have passed upon legal matters in
connection with the issuance of the aforesaid Common Stock and to the filing of
this opinion as an exhibit to the Registration Statement.
Very truly yours,
KEATING, MUETHING & KLEKAMP, P.L.L.
By: /s/ Gary P. Kreider
--------------------------------------
Gary P. Kreider
EXHIBIT 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
We consent to the incorporation by reference in this Registration Statement
on Form S-8 of our report dated April 10, 1997 appearing on page F-1 of Globe
Business Resources, Inc.'s Annual Report on Form 10-K for the year ended
February 28, 1997.
Price Waterhouse LLP
Cincinnati, Ohio
July 29, 1997
