As filed with the Securities and Exchange Commission on January 27, 1998
Registration No.__________
=========================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________________
REGISTRATION STATEMENT ON FORM S-8
Under
THE SECURITIES ACT OF 1933
____________________
GLOBAL MED TECHNOLOGIES, INC.
-----------------------------------------------------
(Exact name of Registrant as specified in its charter)
Colorado 84-1116894
------------ --------------
(State or other jurisdiction (IRS Employer
of incorporation or organization) I.D. Number)
12600 West Colfax
Suite A-500
Lakewood, Colorado 80215
-----------------------------
(Address of Principal Executive Offices, Including Zip Code)
GLOBAL MED TECHNOLOGIES, INC. SECOND AMENDED AND
------------------------------------------------
RESTATED STOCK OPTION PLAN
---------------------------
(Full title of the plan)
Michael I. Ruxin, M.D.
Global Med Technologies, Inc.
12600 West Colfax
Suite A-500
Denver, Co. 80215
(303) 238-2000
--------------------
(Name, address and telephone number of agent for service)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
=====================================================================================================================
Title of securities Amount to Proposed maximum Proposed maximum Amount of
to be registered be registered offering price per unit aggregate offering price registration fee
- ---------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock 965,721 shares (1) $1.3125 (2) $1,267,508.81 $373.92
=====================================================================================================================
</TABLE>
(1) There are also registered hereunder such indeterminate number of
additional shares of Common Stock as may become subject to the Plan as
a result of the anti-dilution provisions thereof.
(2) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457, based on the closing sale price reported by
NASDAQ on January 23, 1998.
<PAGE>
INFORMATION REQUIRED IN THE REGISTRATION
STATEMENT FOR ADDITIONAL SECURITIES
Item 1. Incorporation of Registration Statement by Reference.
----------------------------------------------------
The information contained in the Registrant's Registration Statement
on Form S-8, Registration No. 333-28155, is incorporated into this
Registration Statement by this reference.
Item 2. Exhibits.
--------
The following is a complete list of exhibits filed as a part of this
Registration Statement, which Exhibits are incorporated herein.
5.1 Opinion of Brenman Bromberg & Tenenbaum, P.C.
10.7 Amended and Restated Stock Option Plan, as amended on May 5,
1995, May 29, 1996 and December 11, 1996 (Incorporated by
reference to the like numbered exhibit filed with the
Registrant's Post Effective Amendment No. 4 to the
Registration Statement on Form SB-2, SEC Registration No.
333-11723, declared effective October 29, 1997 and
supplemented on November 5, 1997).
10.20 Second Amended and Restated Stock Option Plan, as amended
October 3, 1997 and December 2, 1997.
24.1 Consent of Brenman Bromberg & Tenenbaum, P.C. - (Included in
Exhibit 5.1).
24.2 Consent of Ernst & Young LLP.
Item 3. Additional Securities
---------------------
The Amendment dated December 2, 1997, to the Second Amended and
Restated Stock Option Plan increased the number of shares of Common Stock
as to which Options may be granted pursuant to the Plan from 1,234,279 to
2,200,000.
I-1
<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 and County of Denver, State of
Colorado on January 26, 1998.
GLOBAL MED TECHNOLOGIES, INC.,
Registrant
By /s/ MICHAEL I. RUXIN
--------------------------------
Michael I. Ruxin, President
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.
Signature Title Date
- --------- ----- ----
/s/ MICHAEL I. RUXIN Chairman of the Board January 26, 1998
- -------------------------- of Directors, Principal
Michael I. Ruxin Executive Officer and Director
/s/ JOSEPH F. DUDZIAK President and Chief January 26, 1998
- -------------------------- Operating Officer
Joseph F. Dudziak
/s/ PAUL A. THOMPSON Chief Financial Officer January 26, 1998
- --------------------------
Paul A. Thompson
/s/ WILLIAM J. COLLARD Secretary/Treasurer and January 26, 1998
- -------------------------- Director
William J. Collard
/s/ GERALD F. WILLMAN, JR. Director January 26, 1998
- --------------------------
Gerald F. Willman, Jr.
/s/ GORDON SEGAL Director January 26, 1998
- --------------------------
Gordon Segal
EXHIBIT 5.1
BRENMAN BROMBERG & TENENBAUM, P.C.
ATTORNEYS AT LAW
MELLON FINANCIAL CENTER
SUITE 1001
1775 SHERMAN STREET FACSIMILE
TELEPHONE DENVER, COLORADO 80203-4314 303-839-1633
303-894-0234 303-830-8890
January 23, 1998
Board of Directors
Global Med Technologies, Inc.
12600 West Colfax
Suite A-500
Lakewood, Colorado 80215
RE: GLOBAL MED TECHNOLOGIES, INC.
REGISTRATION STATEMENT ON FORM S-8
Gentlemen:
We have acted as counsel to Global Med Technologies, Inc., a Colorado
corporation (the "Company"), in connection with the preparation and filing
with the U.S. Securities and Exchange Commission (the "Commission") under
the Securities Act of 1933, as amended (the "Act"), of the Company's
Registration Statement on Form S-8 (the "Registration Statement"). This
Registration Statement relates to the registration under the Act of an
additional 965,721 shares of the Company's common stock, $.01 par value
(the "Common Stock"), which may be issued pursuant to the Company's
Amendment and Restated Stock Option Plan (the "Plan").
In rendering this opinion, we have reviewed the Registration
Statement, as well as a copy of the Company's articles of incorporation and
bylaws, each as amended to date, and the Plan. We have also reviewed such
documents and such statutes, rules and judicial precedents as we have
deemed necessary for the opinions expressed herein.
In rendering this opinion, we have assumed the genuineness of all
signatures, the legal capacity of natural persons, the authenticity of
documents submitted to us as originals, the conformity to original
documents of documents submitted to us as certified or photostatic copies,
and the authenticity of originals of such photostatic copies.
Based upon and in reliance upon the foregoing, and subject to the
qualifications and limitations herein set forth, we are of the opinion that
the shares of Common Stock issuable under the Plan, pursuant to the
exercise of stock options granted thereunder, have been duly and validly
authorized and, when issued and sold in the manner contemplated in the Plan
(by award to eligible persons as defined in the Plan) and by the
Registration Statement, will be validly issued, fully paid and
nonassessable.
<PAGE>
Board of Directors
Global Med Technologies, Inc.
January 23, 1998
Page 2
The opinion set forth in this letter is limited by, subject to and
based on the following:
1. We are admitted to practice before the Bar of the State
of Colorado and are not admitted to practice in any
other jurisdiction.
2. The foregoing opinion is limited in all respects to the
laws of the State of Colorado and applicable federal
securities laws of the United States.
We consent to the filing of this opinion with the Commission as an
exhibit to the Registration Statement.
This opinion may not be used, circulated, quoted or otherwise referred
to for any other purpose without prior written consent and may not be
relied upon by any person or entity other than the Company and its
successors and assigns. This opinion is based upon our knowledge of law
and facts as of this date. We assume no duty to communicate to you with
respect to any matter which comes to our attention hereafter.
Very truly yours,
/s/ Brenman Bromberg & Tenenbaum, P.C.
EXHIBIT 10.20
GLOBAL MED TECHNOLOGIES, INC
SECOND AMENDED AND RESTATED STOCK OPTION PLAN
PURPOSES OF AND BENEFITS UNDER THE PLAN. This Second Amended and
Restated Stock Option Plan (the "Plan") amends, restates and consolidates
the Amended and Restate Stock Option Plan and the three successive
amendments to the Plan. The Plan is intended to encourage stock ownership
by employees, officers and directors (whether or not they are employees) of
and consultants to GLOBAL MED TECHNOLOGIES, INC., its divisions, Subsidiary
corporations and Parent corporations (the "Corporation"), so that they may
acquire or increase their proprietary interest in the Corporation, to (i)
induce qualified persons to become employees, officers or directors of or
consultants to the Corporation; (ii) reward employees, directors, and
consultants for past services to the Corporation and (iii) encourage such
persons to remain in the employ of or associated with the Corporation and
to put forth maximum efforts for the success of the business of the
Corporation.
It is intended that options granted by the Committee pursuant to
Section 5(a) of this Plan shall constitute "incentive stock options"
("Incentive Stock Options") within the meaning of Section 422 of the Code,
and options granted by the Committee pursuant to Section 5(b) of this Plan
shall constitute "non-qualified stock options" ("Non-qualified Stock
Options").
Any options granted under this Plan prior to this amendment and
restatement and outstanding at the time this Plan is adopted by the Board
shall remain in force and effect but shall be governed by the terms of this
Plan.
1. DEFINITIONS. As used in this Plan, the following words and
phrases shall have the meanings indicated:
(a) "Board" means the Board of Directors of the Corporation.
(b) "Code" means Internal Revenue Code of 1986, as amended from
time to time.
(c) "Committee" means the Compensation Committee appointed by
the Board, if one has been appointed. If no Committee has been appointed,
the term "Committee" shall mean the Board.
(d) "Common Stock" mean the Corporation's $.01 par value common
stock.
(e) "Disability" means a Recipient's inability to engage in any
substantial gainful activity by reason of any medically determinable
physical or mental impairment that can be expected to result in death or
that has lasted or can be expected to last for a continuous period of not
less than 12 months, or such other meaning ascribed in Section 22(e)(3) or
any successor provision of the Code. If the Recipient has a disability
insurance policy, the term "Disability" shall be as defined therein;
provided that said definition is not inconsistent with the meaning ascribed
in Section 22(e)(3) or any successor provision of the Code.
<PAGE>
(f) "Exchange Act" means Securities Exchange Act of 1934, as
amended from time to time.
(g) "Fair Market Value" per share as of a particular date means
the last sale price of the Corporation's Common Stock as reported on a
national securities exchange or on the NASDAQ National Market System or, if
the quotation for the last sale reported is not available for the
Corporation's Common Stock, the average of the closing bid and asked prices
of the Corporation's Common Stock as reported by NASDAQ or on the
electronic bulletin board or, if none, the National Quotation Bureau,
Inc.'s "Pink Sheets" or, if such quotations are unavailable, the value
determined by the Committee in accordance with its discretion in making a
bona fide, good faith determination of fair market value. Fair Market
Value shall be determined without regard to any restriction other than a
restriction which, by its terms, never will lapse.
(h) "Option" means either an Incentive Stock Option or a
Non-qualified Stock Option, or either or both of them.
(i) "Option Price" means the purchase price of the shares of
Common Stock covered by an Option determined in accordance with Section
6(c) hereunder.
(j) "Parent" means any corporation which is a "parent
corporation" as defined in Section 424(e) of the Code, with respect to the
Corporation.
(k) "Plan" means this Second Amended and Restated Stock Option
Plan.
(l) "Recipient" means any person granted an Option hereunder
whether such grant occurred before or after this amendment and restatement.
(m) "Securities Act" means the Securities Act of 1933, as
amended from time to time.
(n) "Subsidiary" means any corporation which is a "subsidiary
corporation" as defined in Section 424(f) of the Code, with respect to the
Corporation.
2. ADMINISTRATION.
(a) The Plan shall be administered by the Committee. The
Committee shall have the authority in its discretion, subject to and not
inconsistent with the express provisions of the Plan, to administer the
Plan and to exercise all the powers and authorities either specifically
conferred under the Plan or necessary or advisable in the administration of
the Plan, including the authority to grant Options; to determine which
Options shall be Incentive Stock Options and which shall be Non-qualified
Stock Options; to determine the vesting schedules and other restrictions,
if any, relating
-2-
<PAGE>
to Options; to determine the Option Price; to determine the persons to
whom, and the time or times at which, Options shall be granted; to
determine the number of shares to be covered by each Option; to determine
Fair Market Value per share; to interpret the Plan; to prescribe, amend and
rescind rules and regulations relating to the Plan; to determine the terms
and provisions of the Option agreements (which need not be identical)
entered into in connection with Options granted under the Plan; and to make
all other determinations deemed necessary or advisable for the
administration of the Plan. The Committee may delegate to one or more of
its members or to one or more agents such administrative duties as it may
deem advisable, and the Committee or any person to whom it has delegated
duties as aforesaid may employ one or more persons to render advice with
respect to any responsibility the Committee or such person may have under
the Plan.
(b) Options granted under the Plan shall be evidenced by duly
adopted resolutions of the Committee included in the minutes of the meeting
at which they are adopted or in a unanimous written consent.
(c) With respect to persons subject to Section 16 of the
Exchange Act, transactions under this Plan are intended to comply with all
applicable conditions of Rule 16b-3 or any successor regulation under the
Exchange Act. To the extent any provision of this Plan or action by the
Committee fails to so comply, it shall be deemed null and void, to the
extent permitted by law and deemed advisable by the Committee. Any Option
granted hereunder which would subject or subjects the Recipient to
liability under Section 16(b) of the Exchange Act is void AB INITIO as if
it had never been granted.
(d) No member of the Committee or the Board shall be liable for
any action taken or determination made in good faith with respect to the
Plan or any Option granted hereunder.
3. Eligibility.
-----------
(a) Subject to certain limitations hereinafter set forth,
Options may be granted to employees, officers and directors (whether or not
they are employees) of and consultants to the Corporation. In determining
the persons to whom Options shall be granted and the number of shares to be
covered by each Option, the Committee shall take into account the duties of
the respective persons, their present and potential contributions to the
success of the Corporation and such other factors as the Committee shall
deem relevant to accomplish the purposes of the Plan.
(b) A Recipient shall be eligible to receive more than one grant
of an Option during the term of the Plan, on the terms and subject to the
restrictions herein set forth.
4. STOCK RESERVED.
(a) The stock subject to Options hereunder shall be shares of
Common Stock. Such shares, in whole or in part, may be authorized but
unissued shares or shares that shall have been or
-3-
<PAGE>
that may be reacquired by the Corporation. The aggregate number of shares
of Common Stock as to which Options may be granted from time to time under
the Plan (the "Available Shares") shall not exceed 1,234,279 shares. The
number of Available Shares shall be subject to adjustment as provided in
Section 6(i) hereof.
(b) If any outstanding Option under the Plan for any reason
expires or is terminated without having been exercised in full, the shares
of Common Stock allocable to the unexercised portion of such Option shall
become available for subsequent grants of Options under the Plan, unless
the Plan shall have been terminated.
5. STOCK OPTIONS
(a) INCENTIVE STOCK OPTIONS.
(1) Options granted pursuant to this Section 5(a) are
intended to constitute Incentive Stock Options and shall be subject to the
following special terms and conditions, in addition to the general terms
and conditions specified in Section 6 hereof. Only employees of the
Corporation (as the term "employees" is defined for the purposes of the
Internal Revenue Code) shall be entitled to receive Incentive Stock
Options.
(2) The aggregate Fair Market Value (determined as of the
date the Incentive Stock Option is granted) of the shares of Common Stock
with respect to which Incentive Stock Options granted under this and any
other plan of the Corporation or any Parent corporation or Subsidiary
corporation are exercisable for the first time by an Recipient during any
calendar year may not exceed the amount set forth in Section 422(d) of the
Code, as amended from time to time.
(3) Incentive Stock Options granted under this Plan are
intended to satisfy all requirements for incentive stock options under
Section 422 of the Code and the Treasury Regulations thereunder and,
notwithstanding any other provision of this Plan, the Plan and all
Incentive Stock Options granted under it shall be so construed, and all
contrary provisions shall be so limited in scope and effect and, to the
extent they cannot be so limited they shall be void, except as otherwise
provided in Section 9 hereof.
4. NON-QUALIFIED STOCK OPTIONS. Options granted pursuant to
this Section 6(b) are intended to constitute Non-qualified Stock Options
and shall be subject to the general terms and conditions specified in
Section 6 hereof, and as determined by resolutions of the Committee.
6. TERMS AND CONDITIONS OF OPTIONS. Each Option granted pursuant to
the Plan shall be evidenced by a written Option agreement between the
Corporation and the Recipient, which agreement shall be in substantially
the form of Exhibits A and B hereto as modified from time to time by the
Committee in its discretion, and which shall comply with and be subject to
the following terms and conditions:
-4-
<PAGE>
(a) NUMBER OF SHARES. Each Option agreement shall state the
number of shares of Common Stock covered by the Option.
(b) TYPE OF OPTION. Each Option agreement shall specifically
identify the portion, if any, of the Option which constitutes an Incentive
Stock Option and the portion, if any, which constitutes a Non-qualified
Stock Option.
(c) OPTION PRICE. Each Option agreement shall state the Option
Price, which shall be determined by the Committee subject only to the
following restrictions:
(1) The Option Price of any Incentive Stock Option shall be
not less than 100% of the Fair Market Value per share on the date of grant
of the Option; provided, however, that any Incentive Stock Option granted
under the Plan to a person owning more than ten percent of the total
combined voting power of the Common Stock shall have an Option Price of not
less than 110% of the Fair Market Value per share on the date of grant of
the Incentive Stock Option.
(2) Any Non-qualified Stock Option granted under the Plan
shall be at a price no less than 85% of the Fair Market Value per share on
the date of grant thereof.
(3) The Option Price shall be subject to adjustment as
provided in Section 6(i) hereof.
(d) TERM OF OPTION. Each Option agreement shall state the
period during and times at which the Option shall be exercisable; provided,
however:
(1) The date on which the Committee adopts a resolution
expressly granting an Option shall be considered the day on which such
Option is granted, unless a future date is specified in the resolution;
provided, however, the Recipient shall have no rights under the grant until
the Recipient has executed an Option agreement with respect to such Option.
(2) Except as further restricted in paragraph 6(d)(3), the
exercise period shall not exceed ten years from the date of grant of the
Option.
(3) Incentive Stock Options granted to a person owning more
than ten percent of the total combined voting power of the Common Stock of
the Corporation shall be for no more than five (5) years.
(4) The Committee shall have the authority to accelerate or
extend the exercisability of any outstanding Option at such time and under
such circumstances as it, in its sole discretion, deems appropriate. No
exercise period may be extended to increase the term of the Option beyond
ten years from the date of the grant.
-5-
<PAGE>
(5) The exercise period shall be subject to earlier
termination as provided in Sections 6(f) and 6(g) hereof and, furthermore,
shall be terminated upon surrender of the Option by the holder thereof if
such surrender has been authorized in advance by the Committee.
(e) METHOD OF EXERCISE AND MEDIUM AND TIME OF PAYMENT.
(1) All recipients shall be given the right to exercise
their options at the rate of at least 20% per year over five (5) years from
the date the option is granted.
(2) An Option may be exercised as to any or all whole
shares of Common Stock as to which it then is exercisable.
(3) Each exercise of an Option granted hereunder, whether
in whole or in part, shall be by written notice to the secretary of the
Corporation designating the number of shares as to which the Option is
being exercised, and shall be accompanied by payment in full of the Option
Price for the number of shares so designated, together with any written
statements required by any applicable securities laws.
(4) The Option Price shall be paid in cash, in shares of
Common Stock having a Fair Market Value equal to such Option Price or in
property or in a combination of cash, shares and property and, subject to
approval of the Committee, may be effected in whole or in part (A) with
monies received from the Corporation at the time of exercise as a
compensatory cash payment, or (B) with monies borrowed from the Corporation
pursuant to repayment terms and conditions as shall be determined from time
to time by the Committee, in its discretion, separately with respect to
each exercise of an Option and each Recipient; provided, however, that each
such method and time for payment and each such borrowing and the terms and
conditions of repayment shall be permitted by and be in compliance with
applicable law.
(5) The Committee shall have the sole and absolute
discretion to determine whether or not property other than cash or Common
Stock may be used to purchase the shares of Common Stock hereunder and, if
so, to determine the value of the property received.
(6) Applicable withholding taxes shall be paid in the
manner specified by Section 8 hereof.
(f) TERMINATION. Except as provided herein, an Incentive Stock
Option may not be exercised unless the Recipient then is an employee of the
Corporation or a Subsidiary of or Parent to the Corporation, and unless the
Recipient has remained continuously as an employee of the Corporation since
the date of grant of the Incentive Stock Option.
(1) If the Recipient ceases to be an employee of the
Corporation or a Subsidiary or Parent to the Corporation (other than by
reason of death, Disability or retirement),
-6-
<PAGE>
other than for cause, all Incentive Stock Options theretofore granted to
such Recipient but not theretofore exercised shall terminate three months
after the date the Recipient ceased to be an employee of the Corporation.
(2) If the Recipient ceases to be an employee of the
Corporation or a Subsidiary or Parent to the Corporation by reason of
termination for cause, all Incentive Options theretofore granted to such
Recipient but not theretofore exercised shall terminate thirty days after
the date the Recipient ceases to be an employee of the Corporation.
(3) Nothing in the Plan or in any Option granted hereunder
shall confer upon an individual any right to continue in the employ of or
other relationship with the Corporation or interfere in any way with the
right of the Corporation to terminate such employment or other relationship
between the individual and the Corporation.
(g) DEATH, DISABILITY OR RETIREMENT OF RECIPIENT. If a
Recipient shall die while an employee, officer or director of or a
consultant to the Corporation, or if the Recipient's employment, officer or
director status or consulting relationship, shall terminate by reason of
Disability or retirement, all Options theretofore granted to such
Recipient, whether or not otherwise exercisable, unless earlier terminated
in accordance with their terms, may be exercised by the Recipient or by the
Recipient's estate or by a person who acquired the right to exercise such
Options by bequest or inheritance or otherwise by reason of the death or
Disability of the Recipient, at any time within one year after the date of
death, Disability or retirement of the Recipient; provided, however, that
in the case of Incentive Stock Options such one-year period shall be
limited to three months in the case of retirement.
(h) TRANSFERABILITY RESTRICTION. (1) Options granted under the
Plan shall not be transferable other than by will or by the laws of descent
and distribution or pursuant to a qualified domestic relations order as
defined by the Code or Title I of the Employee Retirement Income Security
Act of 1974, or the rules thereunder. Options may be exercised, during the
lifetime of the Recipient, only by the Recipient and thereafter only by his
legal representative.
(2) Any attempted sale, pledge, assignment, hypothecation
or other transfer of an Option contrary to the provisions hereof and the
levy of any execution, attachment or similar process upon an Option shall
be null and void and without force or effect and shall result in a
termination of the Option.
(3)(A) As a condition to the transfer of any shares of
Common Stock issued upon exercise of an Option granted under this Plan, the
Corporation may require an opinion of counsel, satisfactory to the
Corporation, to the effect that such transfer will not be in violation of
the Securities Act or any other applicable securities laws or that such
transfer has been registered under federal and all applicable state
securities laws. (B) Further, the Corporation shall be authorized to
refrain from delivering or transferring shares of Common Stock issued under
this Plan until the
-7-
<PAGE>
Committee determines that such delivery or transfer will not violate
applicable securities laws and the Recipient has tendered to the
Corporation any federal, state or local tax owed by the Recipient as a
result of exercising the Option or disposing of any Common Stock when the
Corporation has a legal liability to satisfy such tax. (C) The
Corporation shall not be liable for damages due to delay in the delivery or
issuance of any stock certificate for any reason whatsoever, including, but
not limited to, a delay caused by listing requirements of any securities
exchange or the National Association of Securities Dealers, or any
registration requirements under the Securities Act, the Exchange Act, or
under any other state or federal law, rule or regulation. (D) The
Corporation is under no obligation to take any action or incur any expense
in order to register or qualify the delivery or transfer of shares of
Common Stock under applicable securities laws or to perfect any exemption
from such registration or qualification. (E) Furthermore, the Corporation
will not be liable to any Recipient for failure to deliver or transfer
shares of Common Stock if such failure is based upon the provisions of this
paragraph.
(i) EFFECT OF CERTAIN CHANGES.
(1) If there is any change in the number of shares of
Common Stock through the declaration of stock dividends, or through a
recapitalization resulting in stock splits, or combinations or exchanges of
such shares, the number of shares of Common Stock available for Options and
the number of such shares covered by outstanding Options, and the exercise
price per share of the outstanding Options, shall be proportionately
adjusted by the Committee to reflect any increase or decrease in the number
of issued shares of Common Stock; provided, however, that any fractional
shares resulting from such adjustment shall be eliminated.
(2) In the event of the proposed dissolution or liquidation
of the Corporation, or any corporate separation or division, including, but
not limited to, split-up, split-off or spin-off, merger or consolidation of
the Corporation with another corporation, or any sale or transfer by the
Corporation of all or substantially all its assets or any tender offer or
exchange offer for or the acquisition, directly or indirectly, by any
person or group for more than 50% of the then outstanding voting securities
of the Corporation, the Committee may provide that the holder of each
Option then exercisable shall have the right to exercise such Option (at
its then current Option Price) solely for the kind and amount of shares of
stock and other securities, property, cash or any combination thereof
receivable upon such dissolution, liquidation, corporate separation or
division, merger or consolidation, sale or transfer of assets or tender
offer or exchange offer, by a holder of the number of shares of Common
Stock for which such Option might have been exercised immediately prior to
such dissolution, liquidation, or corporate separation or division, merger
or consolidation, sale or transfer of assets or tender offer or exchange
offer; or in the alternative the Committee may provide that each Option
granted under the Plan shall terminate as of a date fixed by the Committee;
provided, however, that not less than 30 days' written notice of the date
so fixed shall be given to each Recipient, who shall have the right, during
the period of 30 days preceding such termination, to exercise the Option to
the extent then exercisable. To the extent that Section 422(d) of the Code
would not permit the provisions of this paragraph (2) to apply to any
outstanding
-8-
<PAGE>
Incentive Stock Options, such Incentive Stock Options shall immediately
upon the occurrence of the event described in this paragraph (2), be
treated for all purposes of the Plan as Non-qualified Stock Options and
shall be immediately exercisable as such as provided in this paragraph (2).
(3) Paragraph (2) of this Section 6(i) shall not apply to
a merger or consolidation in which the Corporation is the surviving
corporation and shares of Common Stock are not converted into or exchanged
for stock, securities of any other corporation, cash or any other thing of
value. Notwithstanding the preceding sentence, in case of any
consolidation or merger of another corporation into the Corporation in
which the Corporation is the surviving corporation and in which there is a
reclassification or change (including a change which results in the right
to receive cash or other property) of the shares of Common Stock (other
than a change in par value, or from par value to no par value, or as a
result of a subdivision or combination, but including any change in such
shares into two or more classes or series of shares), the Committee may
provide that the holder of each Option then exercisable shall have the
right to exercise such Option solely for the kind and amount of shares of
stock and other securities (including those of any new direct or indirect
Parent of the Corporation), property, cash or any combination thereof
receivable upon such reclassification, change, consolidation or merger by
the holder of the number of shares of Common Stock for which such Option
might have been exercised.
(4) If there is a change in the Common Stock of the
Corporation as presently constituted, which is limited to a change of all
of its authorized shares with par value into the same number of shares with
a different par value or without par value, the shares resulting from any
such change shall be deemed to be the Common Stock within the meaning of
the Plan.
(5) To the extent that the foregoing adjustments relate to
stock or securities of the Corporation, such adjustments shall be made by
the Committee, whose determination in that respect shall be final, binding
and conclusive, provided that each Incentive Stock Option granted pursuant
to this Plan shall not be adjusted in a manner that causes such option to
fail to continue to qualify as an Incentive Stock Option within the meaning
of Section 422 of the Code, except as otherwise provided in Section 6(i)(2)
hereof.
(6) Except as expressly provided in this Section 6(i), the
Recipient shall have no rights by reason of any subdivision or
consolidation of shares of stock of any class or the payment of any stock
dividend or any other increase or decrease in the number of shares of stock
of any class or by reason of any dissolution, liquidation, merger, or
consolidation or split-up, split-off or spin-off of assets or stock of
another corporation; and any issue by the Corporation of shares of stock of
any class, or securities convertible into shares of stock of any class,
shall not affect, and no adjustment by reason thereof shall be made with
respect to, the number or price of shares of Common Stock subject to the
Option. The grant of an Option under the Plan shall not affect in any way
the right or power of the Corporation to make adjustments,
reclassifications, reorganizations or changes of its capital or business
structures or to merge or to consolidate or to dissolve, liquidate or sell,
or transfer all or part of its business or assets.
-9-
<PAGE>
(j) RIGHTS AS SHAREHOLDER - NON-DISTRIBUTIVE INTENT.
(1) Neither a person to whom an Option is granted, nor such
person's legal representative, heir, legatee or distributee, shall be
deemed to be the holder of, or to have any rights of a holder with respect
to, any shares of Common Stock subject to such Option until after the
Option is exercised and the shares are issued to the person exercising such
Option.
(2) Upon exercise of an Option at a time when there is no
registration statement in effect under the Securities Act relating to the
shares issuable upon exercise, shares may be issued to the Recipient only
if the Recipient represents and warrants in writing to the Corporation that
the shares purchased are being acquired for investment and not with a view
to the distribution thereof and provides the Corporation with sufficient
information to establish an exemption from the registration requirements of
the Securities Act. A form of subscription agreement is attached hereto as
Exhibit C.
(3) No shares shall be issued upon the exercise of an
Option unless and until there shall have been compliance with any then
applicable requirements of the Securities and Exchange Commission, or any
other regulatory agencies having jurisdiction over the Corporation.
(4) No adjustment shall be made for dividends (ordinary or
extraordinary, whether in cash, securities or other property) or
distribution or other rights for which the record date is prior to the date
such stock certificate is issued, except as provided in Section 6(i)
hereof.
(k) OTHER PROVISIONS. Option agreements evidencing Options
granted under the Plan shall contain such other provisions, including,
without limitation, (i) the imposition of restrictions upon the exercise of
an Option, and (ii) in the case of an Incentive Stock Option, the inclusion
of any condition not inconsistent with such Option qualifying as an
Incentive Stock Option, as the Committee shall deem advisable.
7. AGREEMENT BY RECIPIENT REGARDING WITHHOLDING TAXES. Each
Recipient agrees that the Corporation, to the extent permitted or required
by law, shall deduct a sufficient number of shares due to the Recipient
upon exercise of the Option to allow the Corporation to pay federal, state
and local taxes of any kind required by law to be withheld upon the
exercise of such Option from any payment of any kind otherwise due to the
Recipient. The Corporation shall not be obligated to advise any Recipient
of the existence of any tax or the amount which the Corporation will be so
required to withhold.
8. TERM OF PLAN. Options may be granted under this Plan from time
to time until May 31, 2000, which is ten years from the date the Plan
(prior to this amendment and restatement) was originally adopted by the
Board.
-10-
<PAGE>
9. AMENDMENT AND TERMINATION OF THE PLAN. The Committee at any time
and from time to time may suspend, terminate, modify or amend the Plan.
Except as provided in Section 6 hereof, no suspension, termination,
modification or amendment of the Plan may adversely affect any Option
previously granted, unless the written consent of the Recipient is
obtained.
10. ASSUMPTION. Subject to Section 6, the terms and conditions of
any outstanding Options granted under this Plan shall be assumed by, be
binding upon and shall inure to the benefit of any successor corporation to
the Corporation and continue to be governed by, to the extent applicable,
the terms and conditions of this Plan. Such successor corporation may but
shall not be obligated to assume this Plan.
11. TERMINATION OF RIGHT OF ACTION. Every right of action arising
out of or in connection with the Plan by or on behalf of the Corporation,
or by any shareholder of the Corporation against any past, present or
future member of the Board, or against any employee, or by an employee
(past, present or future) against the Corporation, irrespective of the
place where an action may be brought and of the place of residence of any
such shareholder, director or employee, will cease and be barred by the
expiration of three years from the date of the act or omission in respect
of which such right of action is alleged to have risen or such shorter
period as may be provided by law.
12. TAX LITIGATION. The Corporation shall have the right, but not
the obligation, to contest, at its expense, any tax ruling or decision,
administrative or judicial, on any issue which is related to the Plan and
which the Committee believes to be important to holders of Options granted
under the Plan and to conduct any such contest or any litigation arising
therefrom to a final decision.
13. FINANCIAL STATEMENT. The Corporation shave provide holders of
Options with a financial statement of the Corporation on at least an annual
basis.
14. ADOPTION.
(a) This Plan was approved by the Board of Directors of the
Corporation on April 3, 1995.
(b) This Plan was approved by the shareholders of the
Corporation on May 5, 1995.
GLOBAL MED TECHNOLOGIES, INC.
By__________________________________________
Michael I. Ruxin, Chairman of the Board of
Directors and Chief Executive Officer
-11-
<PAGE>
Exhibit A
---------
FORM OF
INCENTIVE STOCK OPTION AGREEMENT
--------------------------------
STOCK OPTION AGREEMENT effective as of this ____ day of ___________,
______, between GLOBAL MED TECHNOLOGIES, INC., a Colorado corporation (the
"Corporation"), and ___________________ (the "Recipient").
In accordance with its Second Amended and Restated Stock Option Plan
(the "Plan"), a copy of which has been provided to the Recipient and is
incorporated herein by reference, the Corporation desires, in connection
with the services of the Recipient, to provide the Recipient with an
opportunity to acquire $0.01 par value common stock ("Common Stock") of the
Corporation on favorable terms and thereby increase the Recipient's
proprietary interest in the Corporation and as incentive to put forth
maximum efforts for the success of the business of the Corporation. All
capitalized terms not otherwise defined herein shall be as defined in the
Plan.
NOW, THEREFORE, in consideration of the premises and mutual covenants
herein set forth and other good and valuable consideration, the Corporation
and the Recipient agree as follows:
1. CONFIRMATION OF GRANT OF OPTION. Pursuant to a determination of
the Committee (as defined in the Plan) made on _______________, ________
(the "Date of Grant"), the Corporation subject to the terms of the Plan and
of this Agreement, confirms that the Recipient irrevocably has been granted
on the Date of Grant, as a matter of separate inducement and agreement, and
in addition to and not in lieu of salary or other compensation for
services, an Incentive Stock Option pursuant to Section 6 of the Plan (the
"Option") to purchase an aggregate of _________ shares of Common Stock on
the terms and conditions herein set forth, subject to adjustment as
provided in Paragraph 9 hereof.
2. OPTION PRICE. The Option Price per share of Common Stock covered
by the Option will be $________ (the "Option Price") subject to adjustment
as provided in Paragraph 9 hereof.
3. VESTING OF OPTION. [SELECT WHICH VESTING OPTION APPLIES] [This
option shall vest as to 20% of the shares covered hereby on the one year
anniversary of the date of Grant. Thereafter, this Option shall vest as to
an additional 20% of the shares covered hereby, cumulatively, on the
second, third, fourth and fifth anniversary dates of the Date of Grant.] OR
[This option shall be immediately and fully vested from the Date of Grant].
4. EXERCISE OF OPTION. Except as otherwise provided in Section 6 of
the Plan and Paragraph 3 above, this Option may be exercised in whole or in
part at any time during the term of the Option, provided, however, no
portion of this Option shall be exercisable (i) after the expiration of the
term thereof, and (ii) unless the holder shall at the time of exercise have
been an employee, officer or director of or a consultant to the corporation
for a period of at least six months.
<PAGE>
The Option may be exercised, as provided in this Paragraph 4, by
notice and payment to the Corporation as provided in Paragraph 9 hereof and
Section 6(e) of the Plan.
5. TERM OF OPTION. The term of the Option will be through
_______________, 20___, subject to earlier termination or cancellation as
provided in this Agreement. Except as otherwise provided in Paragraphs 8
and 9 hereof, the Option will not be exercisable unless the Recipient
shall, at the time of exercise, be an employee, officer or director of or
consultant to the Corporation.
The holder of the Option will not have any rights to dividends or any
other rights of a shareholder with respect to any shares of Common Stock
subject to the Option until such shares shall have been purchased through
the exercise of the Option and has been evidenced on the stock transfer
records of the Corporation maintained by the Corporation's transfer agent.
6. TRANSFERABILITY RESTRICTION. The Option may not be assigned,
transferred or otherwise disposed of, or pledged or hypothecated in any way
(whether by operation of law or otherwise) except in strict compliance with
Section 6(h) of the Plan. Any assignment, transfer, pledge, hypothecation
or other disposition of the Option or any attempt to make any such levy of
execution, attachment or other process will cause the Option to terminate
immediately upon the happening of any such event, provided, however, that
any such termination of the Option under the foregoing provisions of this
Paragraph 6, will not prejudice any rights or remedies which the
Corporation may have under this Agreement or otherwise.
7. EXERCISE UPON TERMINATION. The Recipient's rights to exercise
this Option upon termination of employment or cessation as an officer,
director or consultant shall be as set forth in Section 6(f) of the Plan.
8. DEATH, DISABILITY OR RETIREMENT OF RECIPIENT. The Recipient's
rights to exercise this Option upon the death, disability or retirement of
the Recipient shall be as set forth in Section 6(g) of the Plan.
9. ADJUSTMENTS. The Option shall be subject to adjustment upon the
occurrence of certain events as set forth in Section 6(i) of the Plan.
10. NOTICES. Each notice relating to this Agreement will be in
writing and delivered in person or by certified mail to the proper address.
Notices to the Corporation shall be addressed to the Corporation c/o
Michael I. Ruxin, Chairman of the Board of Directors, at 12600 W. Colfax,
Suite A-500, Lakewood, Colorado 80215. Notices to the Recipient or other
person or persons then entitled to exercise the Option shall be addressed
to the Recipient or such other person or persons at the Recipient's address
specified below. Anyone to whom a notice may be given under this Agreement
may designate a new address by notice to that effect given pursuant to this
Paragraph 10.
11. APPROVAL OF CONSENT. The exercise of the Option and the issuance
and delivery of shares of Common Stock pursuant thereto shall be subject to
approval by the Corporation's counsel
-2-
<PAGE>
of all legal matters in connection therewith, including compliance with the
requirements of the Securities Act, the Securities Exchange Act of 1934, as
amended, applicable state securities laws, the rules and regulations
thereunder, and the requirements of any national securities exchange or
association upon which the Common Stock then may be listed.
12. BENEFITS OF AGREEMENT. This Agreement will inure to the benefit
of and be binding upon each successor and assign of the Corporation. All
obligations imposed upon the Recipient and all rights granted to the
Corporation under this Agreement will be binding upon the Recipient's
heirs, legal representatives and successors.
13. GOVERNMENTAL AND OTHER REGULATIONS. The exercise of the Option
and the Corporation's obligation to sell and deliver shares upon the
exercise of rights to purchase shares is subject to all applicable federal
and state laws, rules and regulations, and to such approvals by any
regulatory or governmental agency which, in the opinion of counsel for the
Corporation, may be required.
14. CONFLICTS WITH THE PLAN. If any provision in this Agreement
conflicts with a provision in the Plan, the Plan shall govern.
Executed in the name and on behalf of the Corporation by one of its
duly authorized officers and by the Recipient all as of the date first
above written.
GLOBAL MED TECHNOLOGIES, INC.
By __________________________________________
Michael I. Ruxin, Chairman of the Board
of Directors
The undersigned Recipient understands the terms of this Option
Agreement. The undersigned acknowledges that he or she can receive a copy
of the Plan by request to the Corporation. The undersigned agrees to
comply with the terms and conditions of the Plan.
Date ______________, ______ ___________________________________________
Recipient: ________________________________
Tax ID Number: ____________________________
Address: __________________________________
___________________________________________
___________________________________________
-3-
<PAGE>
Exhibit B
---------
FORM OF
NON-QUALIFIED STOCK OPTION AGREEMENT
------------------------------------
STOCK OPTION AGREEMENT effective as of this ____ day of _____________,
______, between GLOBAL MED TECHNOLOGIES, INC., a Colorado corporation (the
"Corporation"), and ___________________ (the "Recipient").
In accordance with its Second Amended and Restated Stock Option Plan
(the "Plan"), a copy of which has been provided to the Recipient and is
incorporated herein by reference, the Corporation desires, in connection
with the services of the Recipient, to provide the Recipient with an
opportunity to acquire $0.01 par value common stock ("Common Stock") of the
Corporation on favorable terms and thereby increase the Recipient's
proprietary interest in the Corporation and as incentive to put forth
maximum efforts for the success of the business of the Corporation. All
capitalized terms not otherwise defined herein shall be as defined in the
Plan.
NOW, THEREFORE, in consideration of the premises and mutual covenants
herein set forth and other good and valuable consideration, the Corporation
and the Recipient agree as follows:
1. CONFIRMATION OF GRANT OF OPTION. Pursuant to a determination of
the Committee (as defined in the Plan) made on ____________, _____ (the
"Date of Grant"), the Corporation subject to the terms of the Plan and of
this Agreement, confirms that the Recipient irrevocably has been granted on
the Date of Grant, as a matter of separate inducement and agreement, and in
addition to and not in lieu of salary or other compensation for services,
a Non-qualified Stock Option pursuant to Section 6 of the Plan (the
"Option") to purchase an aggregate of _________ shares of Common Stock on
the terms and conditions herein set forth, subject to adjustment as
provided in Paragraph 9 hereof.
2. OPTION PRICE. The Option Price per share of Common Stock covered
by the Option will be $______ (the "Option Price") subject to adjustment as
provided in Paragraph 9 hereof.
3. VESTING OF OPTION. [SELECT WHICH VESTING OPTION APPLIES] [This
option shall vest as to 20% of the shares covered hereby on the one year
anniversary of the date of Grant. Thereafter, this Option shall vest as to
an additional 20% of the shares covered hereby, cumulatively, on the
second, third, fourth and fifth anniversary dates of the Date of Grant.] OR
[This option shall be immediately fully vested from the Date of Grant].
4. EXERCISE OF OPTION. Except as otherwise provided in Section 6 of
the Plan and Paragraph 3 above, this Option may be exercised in whole or in
part at any time during the term of the Option, provided, however, no
portion of this Option shall be exercisable after the expiration of the
term thereof.
-1-
<PAGE>
The Option may be exercised, as provided in this Paragraph 4, by
notice and payment to the Corporation as provided in Paragraph 9 hereof and
Section 6(e) of the Plan.
5. TERM OF OPTION. The term of the Option will be through
____________, 20___, subject to earlier termination or cancellation as
provided in this Agreement.
The holder of the Option will not have any rights to dividends or any
other rights of a shareholder with respect to any shares of Common Stock
subject to the Option until such shares shall have been purchased through
the exercise of the Option and has been evidenced on the stock transfer
records of the Corporation maintained by the Corporation's transfer agent.
6. TRANSFERABILITY RESTRICTION. The Option may not be assigned,
transferred or otherwise disposed of, or pledged or hypothecated in any way
(whether by operation of law or otherwise) except in strict compliance with
Section 6(h) of the Plan. Any assignment, transfer, pledge, hypothecation
or other disposition of the Option or any attempt to make any such levy of
execution, attachment or other process will cause the Option to terminate
immediately upon the happening of any such event, provided, however, that
any such termination of the Option under the foregoing provisions of this
Paragraph 6, will not prejudice any rights or remedies which the
Corporation may have under this Agreement or otherwise.
7. DEATH, DISABILITY OR RETIREMENT OF RECIPIENT. The Recipient's
rights to exercise this Option upon the death, disability or retirement of
the Recipient shall be as set forth in Section 6(g) of the Plan.
8. ADJUSTMENTS. The Option shall be subject to adjustment upon the
occurrence of certain events as set forth in Section 6(i) of the Plan.
9. NOTICES. Each notice relating to this Agreement will be in
writing and delivered in person or by certified mail to the proper address.
Notices to the Corporation shall be addressed to the Corporation c/o
Michael I. Ruxin, Chairman of the Board of Directors, at 12600 W. Colfax,
Suite A-500, Lakewood, Colorado 80215. Notices to the Recipient or other
person or persons then entitled to exercise the Option shall be addressed
to the Recipient or such other person or persons at the Recipient's address
specified below. Anyone to whom a notice may be given under this Agreement
may designate a new address by notice to that effect given pursuant to this
Paragraph 9.
10. APPROVAL OF CONSENT. The exercise of the Option and the issuance
and delivery of shares of Common Stock pursuant thereto shall be subject to
approval by the Corporation's counsel of all legal matters in connection
therewith, including compliance with the requirements of the Securities
Act, the Securities Exchange Act of 1934, as amended, applicable state
securities laws, the rules and regulations thereunder, and the requirements
of any national securities exchange or association upon which the Common
Stock then may be listed.
-2-
<PAGE>
11. BENEFITS OF AGREEMENT. This Agreement will inure to the benefit
of and be binding upon each successor and assign of the Corporation. All
obligations imposed upon the Recipient and all rights granted to the
Corporation under this Agreement will be binding upon the Recipient's
heirs, legal representatives and successors.
12. GOVERNMENTAL AND OTHER REGULATIONS. The exercise of the Option
and the Corporation's obligation to sell and deliver shares upon the
exercise of rights to purchase shares is subject to all applicable federal
and state laws, rules and regulations, and to such approvals by any
regulatory or governmental agency which, in the opinion of counsel for the
Corporation, may be required.
13. CONFLICTS WITH THE PLAN. If any provision in this Agreement
conflicts with a provision in the Plan, the Plan shall govern.
Executed in the name and on behalf of the Corporation by one of its
duly authorized officers and by the Recipient all as of the date first
above written.
GLOBAL MED TECHNOLOGIES, INC.
By __________________________________________
Michael I. Ruxin, Chairman of the Board
of Directors
The undersigned Recipient understands the terms of this Option
Agreement. The undersigned acknowledges that he or she can receive a copy
of the Plan by request to the Corporation. The undersigned agrees to
comply with the terms and conditions of the Plan.
Date ______________, ______ ___________________________________________
Recipient: ________________________________
Tax ID Number: ____________________________
Address: __________________________________
___________________________________________
___________________________________________
-3-
<PAGE>
Exhibit C
---------
FORM OF
SUBSCRIPTION AGREEMENT
----------------------
THE SECURITIES OF GLOBAL MED TECHNOLOGIES, INC. BEING SUBSCRIBED FOR
HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AND ARE
"RESTRICTED SECURITIES" AS THAT TERM IS DEFINED IN RULE 144 UNDER THE ACT.
THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD OR OTHERWISE TRANSFERRED
EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT, OR
PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE ACT, THE AVAILABILITY
OF WHICH IS TO BE ESTABLISHED TO THE SATISFACTION OF THE COMPANY.
IN MAKING AN INVESTMENT DECISION INVESTORS MUST RELY ON THEIR OWN
EXAMINATION OF THE PERSON OR ENTITY CREATING THE SECURITIES AND THE TERMS
OF THE OFFERING, INCLUDING THE MERITS AND RISKS INVOLVED. THESE SECURITIES
HAVE NOT BEEN RECOMMENDED BY ANY FEDERAL OR STATE SECURITIES COMMISSION OR
REGULATORY AUTHORITY. FURTHERMORE, THE FOREGOING AUTHORITIES HAVE NOT
CONFIRMED THE ACCURACY OR DETERMINED THE ADEQUACY OR DETERMINED THE
ADEQUACY OF THIS DOCUMENT. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND
RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED, AND THE APPLICABLE STATE SECURITIES
LAWS, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. INVESTORS SHOULD BE
AWARE THAT THEY WILL BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS
INVESTMENT FOR AN INDEFINITE PERIOD OF TIME.
This Subscription Agreement is entered for the purpose of the
Undersigned acquiring _____________ shares of the $.01 par value common
stock (the "Securities") of GLOBAL MED TECHNOLOGIES, INC., a Colorado
corporation (the "Corporation") from the Corporation upon the exercise of
an Option pursuant to the Global Med Technologies, Inc. Stock Option Plan
(the "Plan"). It is understood that exercise of an Option at a time when
no registration statement relating thereto is effective under the
Securities Act of 1933, as amended (the "Securities Act") can not be
completed until the Undersigned executes this Subscription Agreement and
delivers it to the Corporation, and then such exercise is effective only in
accordance with the terms of the Plan and this Subscription Agreement.
-1-
<PAGE>
In connection with the Undersigned's acquisition of the Securities,
the Undersigned represents and warrants to the Corporation as follows:
1. The Undersigned has been provided, and has reviewed all available
reports filed by the Corporation pursuant to the Securities Exchange Act of
1934, including (without limitation) the Corporation's most recent annual
report on Form 10-K (or Form 10-KSB) for the most recently-completed fiscal
year and all Forms 10-Q (or Forms 10-QSB) for the quarters subsequent to
the end of the most recent fiscal year, the Plan, and such other
information as the Undersigned may have requested of the Corporation
regarding its business, operations, management, and financial condition
(all of which is referred to herein as the "Available Information").
2. The Corporation has given the Undersigned the opportunity to ask
questions of and to receive answers from persons acting on the
Corporation's behalf concerning the terms and conditions of this
transaction and the opportunity to obtain any additional information
regarding the Corporation, its business and financial condition which the
Corporation possesses or can acquire without unreasonable effort or
expense.
3. The Securities are being acquired by the Undersigned for his own
account and not on behalf of any other person or entity. The Undersigned's
present financial condition is such that it is unlikely that it would be
necessary for the Undersigned to dispose of any portion of the Securities
in the foreseeable future.
4. The Undersigned understands that the Securities being acquired
hereby have not been registered under the Securities Act or any state or
foreign securities laws, and are and will continue to be restricted
securities within the meaning of Rule 144 of the General Rules and
Regulations under the Securities Act and applicable state statutes, and
consents to the placement of an appropriate restrictive legend or legends
on any certificates evidencing the Securities and any certificates issued
in replacement or exchange therefor and acknowledges that the Corporation
will cause its stock transfer records to note such restrictions.
5. By the Undersigned's execution below, it is acknowledged and
understood that the Corporation is relying upon the accuracy and
completeness hereof in complying with certain obligations under applicable
securities laws.
6. This Agreement binds and inures to the benefit of the
representatives, successors and permitted assigns of the respective parties
hereto.
-2-
<PAGE>
7. The Undersigned acknowledges and agrees that the Corporation has
withheld ___________ shares for the payment of taxes as a result of the
exercise of an Option in satisfaction of federal withholding taxes.
(Undersigned)
_________________________ ___________________________________________
Recipient: ________________________________
Tax ID Number: ____________________________
Address: __________________________________
___________________________________________
___________________________________________
-3-
<PAGE>
AMENDMENT TO THE GLOBAL MED TECHNOLOGIES, INC.
SECOND AMENDED AND RESTATED STOCK OPTION PLAN
The second sentence in Section 4(a) of the Global Med Technologies,
Inc. Second amended and Restated Stock Option Plan hereby is amended to
read as follows:
The aggregate number of shares of Common Stock as to which Options may
be granted from time to time under the Plan ("Available Shares") shall not
exceed 2,200,000 shares.
This amendment was approved by the Board of Directors of the
Corporation on October 17, 1997.
This amendment was approved by the shareholders of the Corporation on
December 2, 1997.
EXHIBIT 24.2
Consent of Independent Auditors
We consent to the incorporation by reference to the Registration Statement
on Form S-8, pertaining to the Global Med Technologies, Inc. Second Amended
and Restated Stock Option Plan of our reports (a) dated March 11, 1997, with
respect to the consolidated financial statements of Global Med Technologies,
Inc. included in its Annual Report (Form 10-KSB) for the year ended December
31, 1996, and (b) dated March 11, 1997, (except for Notes 1 and 2, as to
which the date is August 18, 1997, and the sixth paragraph of Note 11, as to
which the date is September 10, 1997) in Amendment No. 4 to the Registration
Statement (Form SB-2 No. 333-11723) both filed with the Securities and
Exchange Commission.
/s/ ERNST & YOUNG LLP
-------------------------------
Ernst & Young LLP
Denver, Colorado
January 23, 1998
