<PAGE> 1
As filed with the Securities and Exchange Commission on December 31, 1996
REGISTRATION NO. 333-
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
-------------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
-------------------------
PHOENIX INTERNATIONAL LTD., INC.
(Exact name of registrant as specified in its charter)
FLORIDA 59-3171810
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
900 WINDERLEY PLACE, SUITE 140, MAITLAND, FLORIDA 32751
(Address of principal executive offices)
-------------------------
PHOENIX INTERNATIONAL LTD., INC. 1995 EMPLOYEE STOCK OPTION PLAN,
EFFECTIVE AS OF MARCH 18, 1995
PHOENIX INTERNATIONAL LTD., INC. 1995 EMPLOYEE STOCK OPTION PLAN,
EFFECTIVE AS OF OCTOBER 21, 1995
PHOENIX INTERNATIONAL LTD., INC. 1996 DIRECTOR STOCK OPTION PLAN,
EFFECTIVE AS OF MAY 24, 1996
(Full title of the Plans)
-------------------------
BAHRAM YUSEFZADEH Copies to:
CHIEF EXECUTIVE OFFICER GLENN W. STURM, ESQ.
PHOENIX INTERNATIONAL LTD., INC. NELSON MULLINS RILEY &
900 WINDERLEY PLACE, SUITE 140 SCARBOROUGH, L.L.P.
MAITLAND, FLORIDA 32751 400 COLONY SQUARE
(407) 667-0033 1201 PEACHTREE STREET
(407) 667-0133 (FAX) ATLANTA, GEORGIA 30361
(Name, address, including zip code, and telephone (404) 817-6000
number, including area code, of agent for service) (404) 817-6050 (FAX)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
==============================================================================================================================
PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF SECURITIES AMOUNT TO BE OFFERING PRICE PER AGGREGATE OFFERING AMOUNT OF
TO BE REGISTERED REGISTERED(1) SHARE(2)(3) PRICE(2)(3) REGISTRATION FEE
- ------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, $0.01 par value .............. 319,942 $4.31 (2) $1,378,950.02 (2) $ 418
- ------------------------------------------------------------------------------------------------------------------------------
Common Stock, $0.01 par value .............. 78,985 4.74 (2) 373,388.90 (2) 114
- ------------------------------------------------------------------------------------------------------------------------------
Common Stock, $0.01 par value .............. 51,806 6.46 (2) 334,666.76 (2) 102
- ------------------------------------------------------------------------------------------------------------------------------
Common Stock, $0.01 par value .............. 131,125 12.00 (2) 1,573,500.00 (2) 477
- ------------------------------------------------------------------------------------------------------------------------------
Common Stock, $0.01 par value .............. 44,000 13.25 (2) 583,000.00 (2) 177
- ------------------------------------------------------------------------------------------------------------------------------
Common Stock, $0.01 par value .............. 1,000 17.50 (2) 17,500.00 (2) 6
- ------------------------------------------------------------------------------------------------------------------------------
Common Stock, $0.01 par value .............. 104,127 17.88 (3) 1,861,790.76 (3) 565
- ------------------------------------------------------------------------------------------------------------------------------
Total ............................ 730,985 $6,123,796.44 $1,859
==============================================================================================================================
</TABLE>
(1) This Registration Statement also covers any additional shares that may
hereafter become exercisable as a result of the adjustment and
anti-dilution provisions of the 1995 Employee Stock Option Plan,
effective as of March 18, 1995, the 1995 Employee Stock Option Plan,
effective as of October 21, 1995, and the 1996 Director Stock Option
Plan.
(2) Determined in accordance with Rule 457(h), the registration fee is
based upon the option exercise price per share for shares presently
subject to options.
(3) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(c) and based upon the average of the high and low
prices of the Common Stock on December 27, 1996, as reported by the
National Association of Securities Dealer's automated quotation system.
================================================================================
<PAGE> 2
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. Incorporation of Documents by Reference.
The following documents filed by Phoenix International Ltd., Inc. (the
"Company") with the Securities and Exchange Commission (the "Commission") are
incorporated by reference in this Registration Statement as of their respective
dates:
(a) the Company's final Prospectus dated July 1, 1996 filed
pursuant to Rule 424(b) of the Securities Act of 1933, as
amended (the "Securities Act"), as part of the Company's
Registration Statement on Form S-1 (Registration Number
333-03355), as declared effective by the Commission on July 1,
1996.
(b) the Company's Quarterly Reports on Form 10-Q for the quarters
ended June 30, 1996 and September 30, 1996, as filed with the
Commission on August 14, 1996 and November 5, 1996,
respectively; and
(c) the description of the Company's common stock, par value $0.01
per share (the "Common Stock"), contained in the Company's
Registration Statement on Form 8-A, declared effective by the
Commission on July 1, 1996, including any amendment or report
filed for the purpose of updating such description.
All documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), after the date of this Registration Statement, and prior
to the filing of a post-effective amendment that indicate that all securities
offered have been sold or which deregisters all securities then remaining
unsold, shall be deemed to be incorporated by reference in this Registration
Statement and to be part hereof from the date of filing of such documents.
ITEM 4. Description of Securities.
Not applicable.
ITEM 5. Interests of Named Experts and Counsel.
The legality of the issuance of the securities being registered hereby
has been passed upon by the law firm of Nelson Mullins Riley & Scarborough,
L.L.P., counsel for the Company. Glenn W. Sturm, a partner of Nelson Mullins
Riley & Scarborough, L.L.P., beneficially owns 26,232 shares of Common Stock as
of December 31, 1996 and serves as secretary, director and a member of the
audit committee of the Company.
ITEM 6. Indemnification of Directors and Officers.
Article 607.0850 of the Florida Business Corporation Act (the "Florida
Act") requires, and Article 9 of the Company's Amended and Restated Bylaws (the
"Bylaws") permits the Company, to the fullest extent provided by the Florida
Act to (i) indemnify its directors against any and all liabilities and
2
<PAGE> 3
(ii) advance any and all reasonable expenses, incurred in any proceeding to
which any such director is a party or in which such director is deposed or
called to testify as a witness because he or she is or was a director of the
Company. Generally, the Florida Act permits indemnification of a director upon
a determination that he or she acted in good faith and in a manner he or she
reasonably believed to be in, or not opposed to, the best interests of the
corporation and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his or her conduct was unlawful. The right to
indemnification granted in the Bylaws is not exclusive of any other rights to
indemnification against liabilities or the advancement of expenses to which a
director may be entitled under any written agreement, Board resolution, vote of
shareholders, the Florida Act or otherwise.
The Company has entered into agreements with each of its current
directors and certain of its executive officers pursuant to which it is
obligated to indemnify those persons to the fullest extent authorized by law
and to advance payments to cover defense costs against an unsecured obligation
to repay such advances if it is ultimately determined that the recipient of the
advance is not entitled to indemnification. The indemnification agreements
provide that no indemnification or advancement of expenses shall be made to an
indemnitee (a) if a final adjudication establishes that his actions or
omissions to act were material to the cause of action so adjudicated and
constitute: (i) a violation of criminal law (unless the indemnitee had
reasonable cause to believe that his actions were lawful); (ii) a transaction
from which the indemnitee derived an improper personal benefit; (iii) an
unlawful distribution or dividend under the Florida Act; or (iv) willful
misconduct or a conscious disregard for the just interests of the Company in a
derivative or shareholder action; (b) for liability under Section 16(b) of the
Exchange Act; or (c) if a final decision by a court having jurisdiction in the
matter determines that indemnification is not lawful.
At present, the Company is not aware of any pending or threatened
litigation or proceeding involving a director, officer, employee or agent of
the Company in which indemnification would be required or permitted under the
Bylaws or the Florida Act.
The Company has purchased a standard policy of directors' and
officers' liability insurance covering directors and officers of the Company
with respect to liabilities incurred as a result of their service in such
capacities.
ITEM 7. Exemption from Registration Claimed.
Not applicable.
ITEM 8. Exhibits.
3.1 Amended and Restated Articles of Incorporation of the Company
(incorporated by reference to Exhibit 3.1 to the Company's Quarterly
Report on Form 10-Q, as filed with the Commission on August 14, 1996
(File No. 0-20937) (the "Form 10-Q")).
3.2 Amended and Restated Bylaws of the Company (incorporated by reference
to Exhibit 3.2 to the Form 10-Q).
4.1 Phoenix International Ltd., Inc. 1995 Employee Stock Option Plan,
effective as of March 18, 1995 (incorporated by reference to Exhibit
10.12 to the Company's Registration Statement on
3
<PAGE> 4
Form S-1 as declared effective by the Commission on July 1, 1996 (File
No. 333-03355) (the "S-1 Registration Statement")).
4.2 Phoenix International Ltd., Inc. 1995 Employee Stock Option Plan,
effective as of October 21, 1995 (incorporated by reference to Exhibit
10.13 to the S-1 Registration Statement).
4.3 Amendment, dated May 24, 1996, to the Phoenix International Ltd., Inc.
1995 Employee Stock Option Plan, effective as of March 18, 1996
(incorporated by reference to Exhibit 10.43 to the S-1 Registration
Statement).
4.4 Amendment, dated May 24, 1996, to the Phoenix International Ltd., Inc.
1995 Employee Stock Option Plan, effective as of October 21, 1996
(incorporated by reference to Exhibit 10.44 to the S-1 Registration
Statement).
4.5 Revised Form of Stock Option Agreement (incorporated by reference to
Exhibit 10.45 to the S-1 Registration Statement).
4.6 Phoenix International Ltd., Inc. 1996 Director Stock Option Plan,
effective as of May 24, 1996 (incorporated by reference to Exhibit
10.46 to the S-1 Registration Statement).
4.7 Form of Stock Option Agreement under the Phoenix International Ltd.,
Inc. 1996 Director Stock Option Plan.
4.8 See Exhibits 3.1 and 3.2 for provisions of the Amended and Restated
Articles of Incorporation and Amended and Restated Bylaws defining the
rights of the holders of the Company's Common Stock.
5.1 Opinion of Nelson Mullins Riley & Scarborough, L.L.P., counsel to the
Company, as to legality of securities being registered.
23.1 Consent of Independent Auditors.
23.2 Consent of Nelson Mullins Riley & Scarborough, L.L.P. (included as
part of Exhibit 5.1).
24.1 Power of Attorney (contained on signature page of this filing).
ITEM 9. Undertakings.
The Company hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration
Statement:
(i) To include any prospectus required by Section
10(a)(3) of the Securities Act;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the Registration
Statement (or the most recent post-effective
amendment thereof) which, individually or in
aggregate, represent a fundamental change in the
information set forth
4
<PAGE> 5
in this Registration Statement. Notwithstanding the
foregoing, any increase or decrease in volume of
securities offered (if the total dollar value of
securities offered would not exceed that which was
registered) and any deviation from the low or high
and of the estimated maximum offering range may be
reflected in the form of prospectus filed with the
Commission pursuant to Rule 424(b) if, in the
aggregate, the changes in volume and price represent
no more than a 20 percent change in the maximum
aggregate offering price set forth in the
"Calculation of Registration Fee" table in the
effective registration statement;
(iii) To include any material information with respect to
the plan of distribution not previously disclosed in
this Registration Statement or any material change to
such information in this Registration Statement;
provided, however, that the undertakings set forth in
paragraph (i) and (ii) above do not apply if the information
required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or
furnished to the Commission by the Company pursuant to Section
13(a) or 15(d) of the Exchange Act that are incorporated by
reference in this Registration Statement;
(2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be
deemed to be a new registration statement relating to the
securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona
fide offering thereof;
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain
unsold at the termination of the offering.
The Company hereby undertakes that, for purposes of determining any
liability under the Securities Act, each filing of the Company's Annual Report
pursuant to Section 13(a) or 15(d) of the Exchange Act that is incorporated by
reference in the Registration Statement shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the Company pursuant to the foregoing provisions, or otherwise, the Company
has been advised that in the opinion of the Commission such indemnification is
against public policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the Company of expenses incurred or paid
by a director, officer or controlling person of the Company in the successful
defense of any action, suit or proceeding) is asserted by such director,
officer or controlling person in connection with the securities being
registered, the Company will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.
5
<PAGE> 6
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Company certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Maitland, State of Florida, on December 31,
1996.
PHOENIX INTERNATIONAL LTD., INC.
By: /s/ Bahram Yusefzadeh
-----------------------------------------
Bahram Yusefzadeh
Chief Executive Officer
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Bahram Yusefzadeh, as their true and
lawful attorney-in-fact and agent, with full power of substitution and
resubstitution for him and in his name, place and stead, in any and all
capacities, to sign any and all amendments (including post-effective
amendments) to this Registration Statement, and to file the same, with all
exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorney-in-fact and
agent, full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully and to
all intents and purposes as he might or could do in person, hereby ratifying
and confirming all which said attorney-in-fact and agent, or his substitute or
substitutes, may lawfully do, or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons on December 31,
1996, in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURES TITLE DATE
- ---------- ----- ----
<S> <C> <C>
/s/ Bahram Yusefzadeh Chairman of the Board and December 31, 1996
- ----------------------------------- Chief Executive Officer
Bahram Yusefzadeh (principal executive officer)
/s/ Ralph Reichard Chief Operating Officer, President December 31, 1996
- ----------------------------------- and Director
Ralph Reichard
/s/ Clay E. Scarborough Chief Financial Officer December 31, 1996
- ----------------------------------- (principal financial and accounting
Clay E. Scarborough officer)
Director December , 1996
- -----------------------------------
Jack A. Blaine
Director December , 1996
- -----------------------------------
Ruann F. Ernst
</TABLE>
<PAGE> 7
<TABLE>
<CAPTION>
SIGNATURES TITLE DATE
- ---------- ----- -----
<S> <C> <C>
Director December , 1996
- -----------------------------------
Ronald E. Fenton
/s/ William C. Hess Director December 31, 1996
- -----------------------------------
William C. Hess
Director December , 1996
- -----------------------------------
James C. Holly
Director December , 1996
- -----------------------------------
Paul Jones
/s/ J. Michael Murphy Director December 31, 1996
- -----------------------------------
J. Michael Murphy
/s/ Glenn W. Sturn Secretary and Director December 31, 1996
- -----------------------------------
Glenn W. Sturm
/s/ O. Jay Tomson Director December 31, 1996
- -----------------------------------
O. Jay Tomson
</TABLE>
<PAGE> 8
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit Sequential
Number Exhibit Page No.
- ------- ------- ----------
<S> <C>
3.1 Amended and Restated Articles of Incorporation of the Company (incorporated by
reference to Exhibit 3.1 to the Company's Quarterly Report on Form 10-Q, as filed with
the Commission on August 14, 1996 (File No. 0-20937) (the "Form 10-Q")) ...............................
3.2 Amended and Restated Bylaws of the Company (incorporated by reference to Exhibit 3.2
to the Form 10-Q) .....................................................................................
4.1 Phoenix International Ltd., Inc. 1995 Employee Stock Option Plan, effective as of
March 18, 1995 (incorporated by reference to Exhibit 10.12 to the Company's
Registration Statement on Form S-1 as declared effective by the Commission on July 1,
1996 (File No. 333-03355) (the "S-1 Registration Statement")) .........................................
4.2 Phoenix International Ltd., Inc. 1995 Employee Stock Option Plan, effective as of
October 21, 1995 (incorporated by reference to Exhibit 10.13 to the S-1 Registration
Statement) .............................................................................................
4.3 Amendment, dated May 24, 1996, to the Phoenix International Ltd., Inc. 1995 Employee
Stock Option Plan, effective as of March 18, 1996 (incorporated by reference to
Exhibit 10.43 to the S-1 Registration Statement) .......................................................
4.4 Amendment, dated May 24, 1996, to the Phoenix International Ltd., Inc. 1995 Employee
Stock Option Plan, effective as of October 21, 1996 (incorporated by reference to
Exhibit 10.44 to the S-1 Registration Statement) .......................................................
4.5 Revised Form of Stock Option Agreement (incorporated by reference to Exhibit 10.45 to
the S-1 Registration Statement) .......................................................................
4.6 Phoenix International Ltd., Inc. 1996 Director Stock Option Plan, effective as of May
24, 1996 (incorporated by reference to Exhibit 10.46 to the S-1 Registration Statement) ................
4.7 Form of Stock Option Agreement under the Phoenix International Ltd., Inc. 1996
Director Stock Option Plan .............................................................................
4.8 See Exhibits 3.1 and 3.2 for provisions of the Amended and Restated Articles of
Incorporation and Amended and Restated Bylaws defining the rights of the holders of
the Company's Common Stock .............................................................................
5.1 Opinion of Nelson Mullins Riley & Scarborough, L.L.P., counsel to the Company, as to
legality of securities being registered ...............................................................
23.1 Consent of Independent Auditors .......................................................................
23.2 Consent of Nelson Mullins Riley & Scarborough, L.L.P. (included as part of Exhibit 5.1) ................
24.1 Power of Attorney (contained on signature page of this filing) .........................................
</TABLE>
<PAGE> 1
EXHIBIT 4.7
STOCK OPTION AGREEMENT
UNDER 1996 DIRECTOR STOCK OPTION PLAN
FOR PHOENIX INTERNATIONAL LTD., INC.
DATED: ___________________
<PAGE> 2
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
1. Incorporation of Plan ................................................. 1
2. Grant of Option ....................................................... 1
3. Exercise Price ....................................................... 1
4. Exercise Terms ....................................................... 1
5. Restrictions on Transferability ....................................... 1
6. Notice of Exercise of Option ......................................... 2
7. Adjustment in Option ................................................. 3
8. Termination of Option Period ......................................... 3
9. Date of Grant ......................................................... 3
10. Compliance with Regulatory Matters ................................... 3
11. Miscellaneous ......................................................... 3
</TABLE>
<PAGE> 3
STOCK OPTION AGREEMENT
UNDER 1996 DIRECTOR STOCK OPTION PLAN
FOR PHOENIX INTERNATIONAL LTD., INC.
THIS STOCK OPTION AGREEMENT (this "Agreement"), entered into as of
this _____ day of ________________________, by and between Phoenix
International Ltd., Inc., a Florida corporation (the "Company"), and
_________________ (the "Optionee").
WHEREAS, on ________________________, the Board of Directors of the
Company adopted a stock option plan known as the "Phoenix International Ltd.,
Inc. 1996 Director Stock Option Plan" (the "Plan"), and on ____________________,
the shareholders approved the Plan; and
WHEREAS, the Company has granted the Optionee a stock option to
purchase the number of shares of the Company's common stock as set forth below;
and
WHEREAS, the Company and the Optionee desire to enter into a written
agreement with respect to such option in accordance with the Plan.
NOW, THEREFORE, as an incentive to retain, as directors of the
Company, persons of training, experience and ability, to encourage the sense of
proprietorship of such persons and to stimulate the active interests of such
persons in the development and financial success of the Company, and also in
consideration of the mutual covenants contained herein, the parties hereto
agree as follows.
1. Incorporation of Plan. This option is granted pursuant to the
provisions of the Plan, and the terms and definitions of the Plan are
incorporated herein by reference and made a part hereof. A copy of the Plan
has been delivered to the Optionee, and the Optionee acknowledges receipt of
the Plan. In the event of any inconsistency between the Plan and this
Agreement, the Plan shall govern.
2. Grant of Option. Subject to the terms of this Agreement, the
Company hereby evidences its grant to the Optionee of the right and option (the
"Option") to purchase ( ) shares of the Company's
Common Stock, par value $0.01 per share (the "Stock"), pursuant to the Plan.
The Option is a Nonqualified Stock Option.
3. Exercise Price. The price per share to be paid by the
Optionee for the shares subject to this Option (the "Exercise Price") shall be
$_________ per share.
4. Exercise Terms. The Option may not be exercised prior to the
date it is vested, and the Option shall vest immediately on the Date of Grant.
After the six-month anniversary of the Date of Grant, the Option may be
exercised at any time and from time to time during the term of the Option, in
whole or in part.
<PAGE> 4
5. Restrictions on Transferability. No Option shall be
transferable by an Optionee except to members of the Optionee's immediate
family or by will or the laws of descent and distribution, and no Option shall
be transferrable by an Optionee in violation of Section 16 of the Exchange Act.
Options may be exercised: (i) during the Optionee's lifetime, solely by
Optionee; (ii) if the Option has been assigned pursuant to Section 10 of the
Plan, by the successor Optionee; or (iii) after Optionee's death, by the
personal representative of the Optionee's estate or the person or persons
entitled thereto under his will or under the laws of descent and distribution.
6. Notice of Exercise of Option. This Option may be exercised by
the Optionee, or by the Optionee's administrators, executors or personal
representatives, by a written notice (in substantially the form of the Notice
of Exercise attached hereto as Schedule A) signed by the Optionee, or by such
administrators, executors or personal representatives. The Optionee, or such
administrator, executor or personal representative, shall deliver or mail the
notice to the Company as specified in Section 11 hereof to the attention of the
Chief Executive Officer or the President or such other officer as the Company
may designate. Any such notice shall:
(a) specify the number of shares of Stock which the Optionee or
the Optionee's administrators, executors or personal representatives,
as the case may be, then elects to purchase hereunder;
(b) contain such information as may be reasonably required
pursuant to Section 10 hereof; and
(c) be accompanied by: (i) a certified or cashier's check payable
to the Company in payment of the total Exercise Price applicable to
such shares as provided herein; (ii) shares of Stock owned by the
Optionee and duly endorsed or accompanied by stock transfer powers
having a Fair Market Value equal to the total Exercise Price
applicable to such shares purchased hereunder; or (iii) a certified or
cashier's check accompanied by the number of shares of Stock whose
Fair Market Value when added to the amount of the check equals the
total Exercise Price applicable to such shares purchased hereunder;
provided, however, that if the Optionee acquired such stock to be
surrendered directly or indirectly from the Company, he shall have
owned such stock for six months prior to using such stock to exercise
an Option; provided, further, however, that such exercise transaction
shall not result in a violation of Section 16 of the Exchange Act.
For purposes of determining the amount, if any, of the exercise price
satisfied by payment in Common Stock, such Common Stock shall be
valued at its Fair Market Value on the date of exercise. Any Common
Stock delivered in satisfaction of all or a portion of the exercise
price shall be appropriately endorsed for transfer and assignment to
the Company.
Upon receipt of any such notice and accompanying payment, and subject to the
terms hereof, the Company agrees to issue to the Optionee or the Optionee's
administrators, executors or personal representatives, as the case may be,
stock certificates for the number of shares specified in such notice registered
in the name of the person exercising this Option.
2
<PAGE> 5
7. Adjustment in Option. The number of Shares subject to this
Option, the Exercise Price and other matters are subject to adjustment during
the term of this Option in accordance with Section 11 of the Plan.
8. Termination of Option Period. The unexercised portion of an
Option shall automatically and without notice terminate and become null and
void and be forfeited upon the earliest to occur of the following:
(i) if the Optionee's position as a Director of
the Company terminates, other than by reason of such Optionee's death
or disability, 180 days after the date that the Optionee's position as
a Director of the Company terminates;
(ii) one year after the death of Optionee;
(iii) one year after the date on which the
Optionee's position as Director is terminated by reason of a mental or
physical disability determined by a medical doctor satisfactory to the
Company; or
(iv) five years after the Date of Grant of such
Option.
9. Date of Grant. This Option was granted by the Board of
Directors of the Company on the date hereof (the "Date of Grant").
10. Compliance with Regulatory Matters. The Optionee acknowledges
that the issuance of capital stock of the Company is subject to limitations
imposed by federal and state law. The Optionee hereby agrees that the Company
shall not be obligated to issue any shares of Stock upon exercise of this
Option that would cause the Company to violate any law or rule, regulation,
order or consent decree of any regulatory authority (including without
limitation the Securities and Exchange Commission) having jurisdiction over the
affairs of the Company. The Optionee agrees that he or she will provide the
Company with such information as is reasonably requested by the Company or its
counsel to determine whether the issuance of Stock complies with the provisions
described by this Section 10.
11. Miscellaneous.
(a) This Agreement shall be binding upon the parties
hereto and their representatives, successors and assigns.
(b) This Agreement is executed and delivered in, and
shall be governed by the laws of, the State of Florida.
(c) Any requests or notices to be given hereunder shall
be deemed given, and any elections or exercises to be made or accomplished
shall be deemed made or accomplished, upon actual delivery thereof to the
designated recipient, or three days after deposit thereof in the United
3
<PAGE> 6
States mail, registered, return receipt requested and postage prepaid. Such
requests, notices, elections or exercises shall be addressed, if to the
Optionee, at the address set forth below and, if to the Company, to the
executive offices of the Company at 900 Winderley Place, Suite 140, Maitland,
Florida 32751.
(d) This Agreement may not be modified except in writing
executed by each of the parties hereto.
IN WITNESS WHEREOF, the Board of Directors of the Company has caused
this Stock Option Agreement to be executed on behalf of the Company and the
Company's seal to be affixed hereto and attested by the Secretary or an
Assistant Secretary of the Company, and the Optionee has executed this Stock
Option Agreement under seal, all as of the day and year first above written.
COMPANY:
PHOENIX INTERNATIONAL LTD., INC.
Attest:
By:
- ---------------------------- ---------------------------------------
Secretary Name:
----------------------------------
Title:
---------------------------------
[SEAL]
OPTIONEE:
----------------------------------------
Name:
-----------------------------------
Address:
--------------------------------
----------------------------------------
4
<PAGE> 7
SCHEDULE A
TO
STOCK OPTION AGREEMENT
BETWEEN
PHOENIX INTERNATIONAL LTD., INC.
AND
[NAME OF OPTIONEE]
Dated ________________
NOTICE OF EXERCISE
The undersigned hereby notifies Phoenix International Ltd.,
Inc. (the "Company") of this election to exercise the undersigned's stock
option to purchase ________________ shares of the Company's Common Stock, $0.01
par value per share (the "Common Stock"), pursuant to the Stock Option
Agreement (the "Agreement") between the undersigned and the Company dated
________________. Accompanying this Notice is:
(i) a certified or a cashier's check in the amount of
$________________ payable to the Company, and/or
(ii) _______________ shares of the Common Stock presently
owned by the undersigned and duly endorsed or accompanied by
stock transfer powers having an aggregate Fair Market Value
(as defined in the Plan) as of the date hereof of
$__________________.
Such amounts being equal, in the aggregate, to the Exercise Price multiplied by
the number of shares being purchased hereby (in each instance subject to
appropriate adjustment pursuant to Section 7 of the Agreement).
IN WITNESS WHEREOF, the undersigned has set his hand and seal,
this ________ day of ________________, ______.
OPTIONEE [OR OPTIONEE'S
ADMINISTRATOR,
EXECUTOR OR PERSONAL
REPRESENTATIVE]
--------------------------------------------
Name:
Position (if other than Optionee):
<PAGE> 1
EXHIBIT 5.1
[NELSON MULLINS RILEY & SCARBOROUGH, L.L.P. LETTERHEAD]
December 31, 1996
Phoenix International Ltd., Inc.
900 Winderley Place
Suite 140
Maitland, Florida 32751
Gentlemen:
We have acted as counsel to Phoenix International Ltd., Inc. (the
"Company") in connection with the filing of a Registration Statement on Form
S-8 (the "Registration Statement") under the Securities Act of 1933, covering
the offering of up to 730,985 shares (the "Shares") of the Company's Common
Stock, $.01 par value per share, that may be issued pursuant to the Phoenix
International Ltd., Inc. 1995 Employee Stock Option Plan, effective as of March
18, 1995, the Phoenix International Ltd., Inc. 1995 Employee Stock Option Plan,
effective as of October 21, 1995, and the Phoenix International Ltd., Inc. 1996
Director Stock Option Plan, effective as of May 24, 1996 (collectively, the
"Plans"). In connection therewith, we have examined such corporate records,
certificates of public officials and other documents and records as we have
considered necessary or proper for the purpose of this opinion.
This opinion is limited by and is in accordance with, the January 1,
1992, edition of the Interpretive Standards applicable to Legal Opinions to
Third Parties in Corporate Transactions adopted by the Legal Opinion Committee
of the Corporate and Banking Law Section of the State Bar of Georgia.
Based on the foregoing, and having regard to legal considerations
which we deem relevant, we are of the opinion that the Shares covered by the
Registration Statement, which may be issued pursuant to the Plans, will, when
issued in accordance with the Plans, be legally issued, fully paid and
nonassessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to our firm under the caption
"Legal Matters" in the Prospectus contained in the Registration Statement.
Very truly yours,
NELSON MULLINS RILEY & SCARBOROUGH, L.L.P
/s/ NELSON MULLINS RILEY & SCARBOROUGH, L.L.P.
<PAGE> 1
EXHIBIT 23.1
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement
(Form S-8) pertaining to the Phoenix International Ltd., Inc. 1995 Employee
Stock Option Plan, Effective as of March 18, 1995; the Phoenix International
Ltd., Inc. 1995 Employee Stock Option Plan, Effective as of October 21, 1995;
and the Phoenix International Ltd., Inc. 1996 Director Stock Option Plan,
Effective as of May 24, 1996 of our report dated March 1, 1996, except for Note
12, as to which the date is May 8, 1996, with respect to the consolidated
financial statements of Phoenix International Ltd., Inc. included in the
Registration Statement (Form S-1, No. 333-03355) filed with the Securities and
Exchange Commission.
Ernst & Young LLP
Atlanta, Georgia
December 30, 1996
