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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15 (d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report: June 6, 1997
Amour Fiber Core, Inc.
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(Exact name of registrant as specified in its charter)
Washington 0-28978 91-1705387
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(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation or organization.) File Number.) Identification No.)
1120 East Stevens, P.O. Box 42, Sultan, WA 98294 (360) 793-0146
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(Address, including zip code, and telephone number, including area code,
of registrant;
Principal executive offices and principal place of business)
Item 5. Other Events.
On June 2, 1997 the registrant fulfilled the requirements of an offering impound
and $301,000.00 was released to the registrant. In a previous filing the
registrant extended the offering through July 28, 1997.
On May 30, 1997 the Board of Directors approved the issuance of the balance of
the shares available in the registrant's 1996 Stock Option Plan. The options
granted included 30,800 shares to the Chairman and the Secretary, William and
Barbara Amour, respectively.
On May 30, 1997 the Board of Directors approved a 1997 Stock Option Plan a copy
of which is attached hereto as Exhibit 10.3., is hereby incorporated by
reference. Under the new plan the options were granted to William and Barbara
Amour totaling 200,000 shares and options of 33,333 shares were granted to each
of the remaining three members of the Board of Directors.
ITEM 7. Financial Statements and/or Exhibits
Exhibits
Exhibit No. Description
10.3 1997 Stock Option Plan
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Signatures
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has dully caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
AMOUR FIBER CORE INC.
(Registrant)
Date: June 6, 1997 By: /s/ C.A. Tony Peterson
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C.A. Tony Peterson
Director and
Chief Financial and
Principal Accounting Officer
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Exhibit 10.3
1997 Stock Option Plan
AMOUR FIBER CORE INC
1997 Stock Option Plan
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1. PURPOSE. The Plan is intended to provide incentive to key employees and
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directors of the Company, to encourage proprietary interest in the Company, to
encourage such key employees to remain in the employ of the Company, and to
attract new employees with outstanding qualifications.
2. DEFINITIONS.
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(a) "Board" shall mean the Board of Directors of the Company.
(b) "Code" shall mean the Internal Revenue Code of 1986, as amended.
(c) "Committee" shall mean the committee, if any, appointed by the Board in
accordance with Section 4 of the Plan.
(d) "Common Stock" shall mean the Common Stock of the Company.
(e) "Company" shall mean Amour Fiber Core, Inc., a Washington corporation.
(f) "Disability" shall mean the condition of an Employee who is unable to
engage in any substantial gainful activity by reason of any medically
determinable physical or mental impairment which 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 twelve months.
(g) "Employee" shall mean an individual who is employed (within the meaning
of I.R.S. Code Section 3401 and the regulations thereunder) by the Company.
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(h) "Exercise Price" shall mean the price per Share of Common Stock,
determined by the Board or the Committee, at which an Option may be exercised.
(i) "Fair Market Value" shall mean the value of one Share of Common Stock,
determined as follows:
(1) If the Shares are traded on an exchange, the price at which Shares
traded at the close of business on the date of valuation;
(2) If the Shares are traded over-the-counter on the NASDAQ System,
the closing price if one is available, or the mean between the bid and asked
prices at the close of business on the date of valuation; and
(3) If neither (1) nor (2) applies, the fair market value of the
Shares as determined by the Board or the Committee in good faith.
(j) "Option" shall mean any stock option granted pursuant to the Plan.
(k) "Optionee" shall mean an employee who has received an Option.
(l) "Plan" shall mean the Amour Fiber Core, Inc. 1997 Stock Option Plan, as
it may be amended from time to time.
(m) "Purchase Price" shall mean the Exercise Price times the number of
Shares with respect to which an Option is exercised.
(n) "Retirement" shall mean the voluntary termination of employment by an
Employee upon the attainment of age sixty-five and the completion of not less
than twenty years of service with the Company.
(o) "Share" shall mean one share of Common Stock, adjusted in accordance
with Section 9 of the Plan (if applicable).
3. EFFECTIVE DATE. The Plan was adopted by the Board on May 30, 1997, which
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shall be the effective date of the Plan.
4. ADMINISTRATION. The Plan shall be administered by the Board, or by a
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committee appointed by the Board which shall consist of not less than three
members (the "Committee"). The Board shall appoint one of the members of the
Committee, if there be one, as Chairman of the Committee. If a Committee has
been appointed, the Committee shall hold meetings at such times and places as it
may determine. Acts of a majority of the Committee at which a quorum is present,
or acts reduced to or approved in writing by a majority of the members of the
Committee, shall be the valid acts of the Committee. The Board, or the Committee
if there be one, shall from time to time at its discretion select the Employees
or Directors who are to be granted Options, and determine the number of Shares
to be granted to each Optionee. A member of the Board or a Committee member
shall in no event participate in any determination relating to Options held by
or to be granted to such Board or Committee member. The interpretation and
construction by the Board, or by the Committee if there be one, of any provision
of the Plan or of any Option granted thereunder shall be final. No member of the
Board or of the Committee shall be liable for any action or determination made
in good faith with respect to the Plan or any Option granted thereunder.
5. PARTICIPATION. The Optionees shall be such persons as the Board, or the
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Committee if there be one, may select from among the following classes of
persons:
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(a) Employees of the Company (who may be officers, whether or not they are
directors); and
(b) Directors of the Company and the Company's attorney.
6. STOCK. The stock subject to Options granted under the Plan shall be Shares
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of the Company's authorized but unissued or reacquired Common Stock. The
aggregate number of Shares which may be issued upon exercise of Options under
the Plan shall not exceed 600,000 shares. The number of Shares subject to
Options outstanding at any time shall not exceed the number of Shares remanding
available for issuance under the Plan. In the event that any outstanding Option
for any reason expires or is terminated, the Shares allocable to the unexercised
portion of such Option may again be made subject to any Option. The limitations
established by this Section 6 shall be subject to adjustment in the manner
provided in Section 9 hereof upon the occurrence of an event specified therein.
7. TERMS AND CONDITIONS OF OPTIONS.
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(a) Stock Option Agreements. Options shall be evidenced by written stock
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option agreements in such form as the Board, or the Committee if there be one,
shall from time to time determine. Such agreements shall comply with and be
subject to the terms and conditions set forth below.
(b) Number of Shares. Each Option shall state the number of Shares to
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which it pertains and shall provide for the adjustment thereof in accordance
with the provisions of Section 9 hereof.
(c) Exercise Price. Each Option shall state the Exercise Price. Except as
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otherwise determined by the Board or the Committee, the Exercise Price shall not
be less than 85% of the Fair Market Value on the date of grant.
(d) Medium and Time of Payment. The Purchase Price shall be payable in
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full in United States dollars upon the exercise of the Option; provided,
however, that unless the applicable Option Agreement provides otherwise, the
Purchase Price may be paid (i) by the surrender of Shares in good form for
transfer, owned by the person exercising the Option and having a Fair Market
Value on the date of exercise equal to the Purchase Price, or in any combination
of cash and Shares, as long as the sum of the cash so paid and the Fair Market
Value of the Shares so surrendered equal the Purchase Price, (ii) by
cancellation of indebtedness owed by the Company to the Optionee, or (iii) any
combination of the foregoing. In the event the Company determines that it is
required to withhold state or Federal income tax as a result of the exercise of
an Option, as a condition to the exercise thereof, an Employee may be required
to make arrangements satisfactory to the Company to enable it to satisfy such
withholding requirements.
(e) Term and Nontransferability of Options. Each Option shall state the
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time or times, and the conditions upon which, all or part thereof becomes
exercisable. No Option shall be exercisable after the expiration of ten years
from the date it was granted. During the lifetime of the Optionee, the Option
shall be exercisable only by the Optionee and shall not be assignable or
transferable. In the event of the Optionee's death, the Option shall not be
transferable by the Optionee other than by will or the laws of descent and
distribution.
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(f) Termination of Employment, Except by Death, Disability or Retirement.
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If an Optionee ceases to be an Employee for any reason other than his or her
death, Disability or Retirement, such Optionee shall have the right to exercise
the Option at any time within ninety days after termination of employment, but
only to the extent that, at the date of termination of employment, the
Optionee's right to exercise such Option had accrued pursuant to the terms of
the applicable option agreement and had not previously been exercised; provided,
however, that if the Optionee was terminated for cause (as determined by the
Board of Directors) any Option not exercised in full prior to such termination
shall be canceled. For this purpose, the employment relationship shall be
treated as continuing intact while the Optionee is on military leave, sick leave
or other bona fide leave of absence (to be determined in the sole discretion of
the Committee). The foregoing notwithstanding, the Board, or the Committee if
there be one, may extend or otherwise modify the period of time specified herein
during which the Option may be exercised following termination of Optionee's
employment.
(g) Death of Optionee. If an Optionee dies while employed by the Company,
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or after ceasing to be an Employee but during the period while he or she could
have exercised the Option under this Section 7, and has not fully exercised the
Option, then the Option may be exercised in full, subject to the restrictions of
(e) above, at any time within twelve months after the Optionee's death, by the
executors or administrators of his or her estate or by any person or persons who
have acquired the Option directly from the Optionee by bequest or inheritance,
but only to the extent that, at the date of death the Optionee's right to
exercise such Option had accrued and had not been forfeited pursuant to the
terms of the applicable Option Agreement and had not previously been exercised.
The foregoing notwithstanding, the Board, or the Committee if there be one, may
extend or otherwise modify the period of time specified herein during which the
Option may be exercised following termination of Optionee's employment.
(h) Disability of Optionee. If an Optionee ceases to be an Employee by
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reason of Disability, such Optionee shall have the right, subject to the
restrictions of (f) above, to exercise the Option at any time within twelve
months after termination of employment, but only to the extent that, at the date
of termination of employment, the Optionee's right to exercise such Option had
accrued pursuant to the terms of the applicable Option Agreement and had not
previously been exercised. The foregoing notwithstanding, the Board, or the
Committee if there be one, may extend or otherwise modify the period of time
specified herein during which the Option may be exercised following termination
of Optionee's employment.
(i) Retirement of Optionee. If an Optionee ceases to be an Employee by
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reason of Retirement, such Optionee shall have the right, subject to the
restrictions of (e) above, to exercise the Option at any time within ninety days
after the date of Retirement, but only to the extent that, at the date of
Retirement, the Optionee's right to exercise such Option had accrued pursuant to
the terms of the applicable Option Agreement and had not previously been
exercised. The foregoing notwithstanding, the Board, or the Committee if there
be one, may extend or otherwise modify the period of time specified herein
during which the Option may be exercised following Retirement of the Optionee.
(j) Rights as a Stockholder. An Optionee, or a transferee of an Optionee,
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shall have no rights as a stockholder with respect to any Shares covered by his
or her Option until the date of the issuance of a stock certificate for such
Shares. No adjustment shall be made for dividends (ordinary or extraordinary,
whether in cash, securities or other property), distributions or other rights
for which the record date is prior to the date such stock certificate is issued,
except as provided in Section 9 hereof.
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(k) Modification, Extension and Renewal of Option. Within the limitations
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of the Plan, the Board, or the Committee if there be one, may modify, extend or
renew outstanding Options or accept the cancellation of outstanding Options (to
the extent not previously exercised) for the granting of new Options in
substitution therefor. The foregoing notwithstanding, no modification of an
Option shall, without the consent of the Optionee, alter or impair any rights or
obligations under any Option previously granted.
(l) Other Provisions. The stock option agreements authorized under the
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Plan may contain such other provisions not inconsistent with the terms of the
Plan (including, without limitation, restrictions upon the exercise of the
Option) as the Board, or the Committee if there be one, shall deem advisable.
8. TERM OF PLAN. Options may be granted pursuant to the Plan until the
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expiration of ten years from the effective date of the Plan.
9. RECAPITALIZATIONS. The number of Shares covered by the Plan as provided in
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Section 6 hereof, the number of Shares covered by each outstanding Option and
the Exercise Price thereof shall be proportionately adjusted for any increase of
decrease in the number of issued Shares resulting from a subdivision or
consolidation of Shares or the payment of a stock dividend (but only of Common
Stock) or any other increase or decrease in the number of issued Shares effected
without receipt of consideration by the Company. Subject to any required action
by stockholders, if the Company is the surviving Company in any merger or
consolidation, each outstanding Option shall pertain and apply to the securities
to which a holder of the number of Shares subject to the Option would have been
entitled. In the event of a merger or consolidation in which the Company is not
the surviving Company, the date of exercisability of each outstanding Option
shall be accelerated to a date prior to such merger or consolidation, unless the
agreement of merger or consolidation provides for the assumption of the Option
by the successor to the Company. To the extent that the foregoing adjustments
relate to securities of the Company, such adjustments shall be made by the
Board, or the Committee if there be one, whose determination shall be conclusive
and binding on all persons. Except as expressly provided in this Section 9, the
Optionee shall have no rights by reason of subdivision or consolidation of
shares of stock of any class, 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 spin-off of assets
or stock of another Company, and any issue by the Company 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 Exercise Price of Shares subject to an Option.
The grant of an Option pursuant to the Plan shall not affect in any way the
right or power to the Company to make adjustments, reclassifications,
reorganizations or changes of its capital or business structure, to merge or
consolidate or to dissolve, liquidate, sell or transfer all or any part of its
business assets.
10. SECURITIES LAW REQUIREMENTS.
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(a) Legality of Issuance. The issuance of any Shares upon the exercise of
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any Option and the grant of any Option shall be contingent upon the following:
(1) the Company and the Optionee shall have taken all actions required
to register the Shares under the Securities Act of 1933, as amended (the "Act"),
and to qualify the Option and the Shares under any and all applicable state
securities or "blue sky" laws or
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regulations, or to perfect an exemption from the respective registration and
qualification requirements thereof;
(2) any applicable listing requirement of any stock exchange on which
the Common Stock is listed shall have been satisfied; and
(3) any other applicable provision of state of Federal law shall have
been satisfied.
(b) Restrictions on Transfer. Regardless of whether the offering and sale
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of Shares under the plan has been registered under the Act or has been
registered or qualified under the securities laws of any state, the Company may
impose restrictions on the sale, pledge or other transfer of such Shares
(including the placement of appropriate legends on stock certificates) if, in
the judgment of the Company and its counsel, such restrictions are necessary or
desirable in order to achieve compliance with the provisions of the Act, the
securities laws of any state or any other law. In the event that the sale of
Shares under the Plan is not registered under the Act but an exemption is
available which required an investment representation or other representation,
each Optionee shall be required to represent that such Shares are being acquired
for investment, and not with a view to the sale or distribution thereof, and to
make such other representations as are deemed necessary or appropriate by the
Company and its counsel. Any determination by the Company and its counsel in
connection with any of the matters set forth in this Section shall be conclusive
and binding on all persons. Stock certificates evidencing Shares acquired under
the Plan pursuant to an unregistered transaction shall bear the following
restrictive legend and such other restrictive legends as are required or deemed
advisable under the provisions of any applicable law.
"THE SALE OF THE SECURITIES REPRESENTED HEREBY HAS NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933 (THE "ACT"). ANY TRANSFER OF SUCH SECURITIES WILL BE
INVALID UNLESS A REGISTRATION STATEMENT UNDER THE ACT IS IN EFFECT AS TO SUCH
TRANSFER OR IN THE OPINION OF COUNSEL FOR THE ISSUER SUCH REGISTRATION IS
UNNECESSARY IN ORDER FOR SUCH TRANSFER TO COMPLY WITH THE ACT."
(c) Registration or Qualification of Securities. The Company may, but
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shall not be obligated to register or qualify the issuance of Options and/or the
sale of Shares under the Act or any other applicable law. The Company shall not
be obligated to take any affirmative action in order to cause the issuance of
Options or the sale of Shares under the plan to comply with any law.
(d) Exchange of Certificates. If, in the opinion of the Company and its
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counsel, any legend placed on a stock certificate representing shares sold under
the Plan is no longer required, the holder of such certificate shall be entitled
to exchange such certificate for a certificate representing the same number of
Shares but lacking such legend.
11. AMENDMENT OF THE PLAN. The Board may from time to time, with respect to
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any Shares at the time not subject to Options, suspend or discontinue the plan
or revise or amend it in any respect whatsoever accept that, without the
approval of the Company's stockholders, no such revision or amendment shall:
(a) Increase the number of Shares subject to the Plan;
(b) Change the designation in Section 6 hereof with respect to the classes
of persons eligible to receive Options; or
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(c) Amend this Section to defeat its purpose.
12. EXECUTION. To record the adoption of the Plan in the form set forth above
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by the Board effective as of the Effective Date, the Company has caused this
Plan to be executed in the name and on behalf of the Company where provided
below by officers of the Company, thereunto duly authorized.
AMOUR FIBER CORE, INC.
By: /s/ William E. Amour
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William E. Amour, President
By: /s/ Barbara J. Amour
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Barbara J. Amour, Secretary
