SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities and Exchange Act of 1934
Date of Report (Date of earliest event reported) May 29, 1997
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NUWAVE TECHNOLOGIES, INC.
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(Exact name of registrant as specified in its charter)
Delaware
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(State or other jurisdiction of incorporation)
0-28606 22-3387630
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(Commission File Number) (IRS Employer Identification No.)
NUWAVE Technologies, Inc.
One Passaic Avenue
Fairfield, New Jersey 07004
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(Address of principal executive office)(Zip Code)
Registrant's telephone number, including area code: (201) 882-8810
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Item 5. Other Events.
On May 29, 1997, NUWAVE Technologies, Inc. (the "Company") conducted
its 1997 Annual Shareholders' Meeting at the Radisson Hotel & Suites, 690
Highway 46 East, Fairfield, New Jersey 07004. In that respect the following
actions were taken:
Proposal 1: Election of Directors: By affirmative vote of the holders
of a majority of the outstanding shares of Common Stock of the Company,
Messrs. Gerald Zarin, Ed Bohn, Lyle E. Gramley, David Kwong and Joseph A.
Sarubbi were reelected to the Board for a term which expires at the annual
meeting of shareholders to be held in 1998.
Proposal 2: Ratification of the Company's Non-Employee Director Stock
Option Plan: By affirmative vote of the holders of a majority of the
outstanding shares of Common Stock of the Company, the Company's Non-
Employee Director Stock Option Plan was approved and ratified.
Proposal 3: Ratification of the Company's Selection of Coopers
& Lybrand, LLP as the Company's Independent Accountants for the Current
Fiscal Year: By affirmative vote of the holders of a majority of the
outstanding shares of Common Stock of the Company, the selection of the
firm of Coopers & Lybrand LLP as the Company's independent accountants
for the fiscal year ending December 31, 1997 was approved and ratified.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(a) Financial Statements: Not applicable.
(b) Pro Forma Financial Information: Not applicable.
(c) Exhibits:
10.1 Non-Employee Director Stock Option Plan.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
NUWAVE TECHNOLOGIES, INC.
Date: June 6, 1997. By: /s/ Gerald Zarin
______________________
Gerald Zarin, Chairman of the Board,
Chief Executive Officer and President
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EXHIBIT 10.1
NUWAVE TECHNOLOGIES, INC.
NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN
1. Purpose of Plan: The purpose of NUWAVE Technologies, Inc.
Non-Employee Director Stock Option Plan (the "Plan") is to attract and
retain the services of experienced and knowledgeable independent directors
of NUWAVE Technologies, Inc., a Delaware corporation (the "Corporation"),
and to provide additional incentive for such directors to continue to work
for the best interests of the Corporation and its stockholders through an
investment interest in the future success of the Corporation.
2. Administration: The Plan shall be administered by the Board
of Directors of the Corporation (the "Board") or, at the election of the
Board, by the Stock Option Committee of the Board of Directors of the
Corporation (the "Committee"; and with the Board, the "Administrator").
Subject to the provisions of the Plan, the Administrator shall grant
stock options under the Plan and is authorized to interpret the Plan,
to promulgate, amend and rescind rules and regulations relating to the Plan
and to make all other determinations necessary or advisable for its
administration. Interpretation and construction of any provision of the
Plan by the Administrator shall be final and conclusive.
3. Indemnification of Administrator: In addition to such other
rights of indemnification as they may have, the members of the Administrator
shall be indemnified by the Corporation against the reasonable expenses,
including attorneys' fees, actually and necessarily incurred in connection
with the defense of any action, suit or proceeding, or in connection with
any appeal therein, to which they or any of them may be a party by reason of
any action taken or failure to act under or in connection with the Plan or
any option granted hereunder, and against all amounts paid by them in
settlement thereof (provided such settlement is approved by independent
legal counsel selected by the Corporation) or paid by them in satisfaction of
a judgment in any such action, suit or proceeding, except in relation to
matters as to which it shall be adjudged in such action, suit or proceeding
that such member of the Administrator has acted in bad faith; provided,
however, that within sixty (60) days after receipt of notice of
institution of any such action, suit or proceeding a member of the
Administrator shall offer the Corporation in writing the opportunity, at its
own cost, to handle and defend the same.
4. Maximum Number of Shares Subject to Plan: The maximum number of
shares with respect to which options may be granted under the Plan shall be
80,000 shares in the aggregate of Common Stock of the Corporation,
which may consist in whole or in part of the authorized and unissued or
reacquired Common Stock of the Corporation. If an option expires or
terminates for any reason without having been fully exercised, the number
of shares with respect to which the option was not exercised at the time of
its expiration or termination shall again become available for the grant of
options under the Plan.
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The number of shares subject to each outstanding option, the
number of shares subject to each option to be granted under the Plan, the
option price with respect to outstanding options, and the aggregate number
of shares remaining available under the Plan shall be subject to such
adjustment as the Administrator, in its discretion, deems appropriate to
reflect such events as reorganizations of or by the Corporation. Provided,
however, that no fractional shares shall be issued pursuant to the Plan,
no options may be granted under the Plan with respect to fractional shares,
and any fractional shares resulting from such adjustments shall be eliminated
from any outstanding option.
5. Eligibility for and Grant of Options: Each member of the Board
who otherwise (i) is not presently an employee of the Corporation, and (ii)
is not a former employee still receiving compensation for prior services
(other than benefits under a tax-qualified pension plan) shall be eligible
for the grant of stock options under the plan (a "Participant"). Subject to
the terms of the Plan, the Administrator may grant Participants such
number of stock options as the Administrator may determine from time to
time. In addition to any other grants made pursuant to the terms of the
Plan, (i) each eligible Participant at the time the Plan is adopted by the
Board of Directors of the Company shall receive options to purchase 3,000
shares of common stock. Such options shall vest fully at the time of the
grant and shall be exercisable at fair market value on such date. Such
option shall expire five years from the date of granting, and (ii)
beginning with the first annual meeting of the stockholders of the
Corporation which is subsequent to the date the Plan is adopted by the
Board and provided that a sufficient number of shares remain available
under the Plan, each year on the date of the annual meeting of the
stockholders of the Corporation there shall automatically be granted to each
Participant who is serving on or elected to the Board on such date an
option (the "Annual Option") to purchase 5,000 shares of the Common stock
of the Corporation (subject to adjustment as provided in Paragraph 4).
The options to be granted under the Plan shall be nonqualified stock options
(stock options which do not constitute "incentive stock options" within the
meaning of Section 422A of the Internal Revenue Code of 1986, as amended).
The Annual Options shall vest 1,000 at the time of grant and 1,000 at each of
the next 4 anniversaries of such grant. The Annual Options shall be
exercisable at the closing price of the underlying common shares at the
date of such grant. The Annual Options shall expire five years from
the date of vesting.
6. Written Agreement: Each option shall be evidenced by a written
agreement which shall contain such provisions as may be approved by the
Administrator. Such agreements shall constitute binding contracts between
the Corporation and the Participant and every Participant, upon acceptance
of such agreement, shall be bound by the terms and restrictions of the Plan
and of the agreement. The terms of each such agreement shall be in
accordance with the Plan, but the agreements may include such additional
provisions and restrictions determined by the Administrator, provided that
such additional provisions and restrictions are not inconsistent with
the terms of the Plan.
7. Option Price: The price per share for which the shares covered
by an option may be purchased shall be 100% of the fair market value of the
shares on the date on which the option is granted. For the purposes of the
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initial option grants to the existing members of the Board on the date the
Plan was adopted, the fair market value of such shares shall be the
closing price as of November 25, 1996 which price was $5.75 per share.
8. Payment of Option Price: At the time of the exercise in whole
or in part of any option granted hereunder, payment of the option price in full
in cash or in Common Stock of the Corporation shall be made by the Participant
for all shares so purchased. No Participant shall have any of the rights of a
shareholder of the Corporation under any option until the actual issuance
of shares to said Participant, and prior to such issuance no adjustment
shall be made for dividends, distributions or other rights in respect
of such shares, except as provided in Paragraph 4.
9. Exercise and Term of Options: Subject to the provisions of
this Paragraph 9, each stock option granted hereunder shall be exercisable
at any such time or times or in any such installments as may be determined
by the Administrator at the time of the grant; provided, however, no stock
option may be exercisable prior to the expiration of six months from
the date of grant unless the Participant dies or becomes disabled prior
thereto. If not sooner terminated as provided herein, each option granted
hereunder shall expire five (5) years from the date of its vesting.
A Participant may exercise an option, if then exercisable,
in whole or in part by delivery to the Corporation of written notice of
the exercise, in such form as the Administrator may prescribe, accompanied
by full payment for the shares with respect to which the option is
exercised. Except as provided in Paragraph 11, options granted to a
Participant may be exercised only while the Participant is serving as a
member of the Board.
Successive options may be granted to the same Participant,
whether or not the option(s) previously granted to such Participant remain
unexercised. A Participant may exercise an option, if then exercisable,
notwithstanding that options previously granted to such Participant
remain unexercised.
10. Continuation of Service: The Administrator may require, in
its discretion, that any Participant under the Plan to whom an option shall
be granted shall agree in writing as a condition of the granting of such
option to continue serving on the Board for a designated minimum period
from the date of the granting of such option as shall be fixed by the
Administrator. Nothing contained in the Plan or in any option granted
pursuant to the Plan, nor any action taken by the Administrator hereunder,
however, shall confer upon any Participant any right with respect to
continuation of membership on the Board nor interfere in any way with
the right of the Corporation to terminate such person's membership on
the Board at any time.
11. Termination of Service: If the membership of a Participant on
the Board terminates by reason of death or disability, an option granted to
such Participant may be exercised for a period of twelve months after such
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termination. If the membership of a Participant on the Board terminates
for any reason other than death or disability, an option granted to such
Participant may be exercised for a period of sixty days after such
termination. In no event, however, shall an option be exercisable
subsequent to its expiration date and, furthermore, an option may only be
exercised after termination of a Participant's membership on the Board to
the extent exercisable on the date of such termination.
12. Investment Purpose: If the Administrator in its discretion
determines that as a matter of law such procedure is or may be desirable,
it may require a Participant, upon any acquisition of stock hereunder,
to execute and deliver to the Corporation a written statement, in form
satisfactory to the Administrator, representing and warranting that the
Participant's acquisition of shares of stock shall be for such person's
own account, for investment and not with a view to the resale or
distribution thereof and that any subsequent offer for sale or sale of any
such shares shall be made either pursuant to (a) a Registration Statement
on an appropriate form under the Securities Act of 1933, as amended
(the "Securities Act"), which Registration Statement has become effective
and is current with respect to the shares being offered and sold, or (b)
a specific exemption from the registration requirements of the
Securities Act, but in claiming such exemption the Participant shall,
prior to any offer for sale or sale of such shares, obtain a favorable
written opinion from counsel for or approved by the Corporation as to
the availability of such exemption. The Corporation may endorse an
appropriate legend referring to the foregoing restriction upon the
certificate or certificates representing any shares issued or
transferred to the Participant.
13. Withholding Payments: If upon the exercise of an option there
shall be payable by the Corporation any amount for income tax withholding,
either the Corporation shall appropriately reduce the amount of stock to
be issued to the Participant or the Participant shall pay such amount to the
Corporation to reimburse it for such income tax withholding.
14. Effectiveness of Plan: The Plan shall be effective on the date
the Board adopts the Plan.
15. Termination, Duration and Amendments of Plan: The Plan may be
abandoned or terminated at any time by the Board. Unless sooner terminated,
the Plan shall terminate on the date ten years after its adoption by the
Board, and no options may be granted thereafter. The termination of the
Plan shall not affect the validity of any option outstanding on the date
of termination.
For the purpose of conforming to any changes in applicable law or
governmental regulations, or for any other lawful purpose, the Board shall have
the right, with or without approval of the shareholders of the Corporation,
to amend or revise the terms of the Plan at any time.
As adopted by the Board on November 25, 1996.
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