As filed with the Securities and Exchange Commission on December
4, 1996
Registration No. 333-
=================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
--------------------
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
--------------------
GLOBAL ONE DISTRIBUTION & MERCHANDISING INC.
(Exact name of registrant as specified in its charter)
Delaware 95-4578632
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
5548 Lindbergh Lane
Bell, California 90201-6410
(Address of principal executive offices) (Zip code)
-------------------
<PAGE>
GLOBAL ONE DISTRIBUTION & MERCHANDISING INC.1996 STOCK OPTION PLAN
GLOBAL ONE DISTRIBUTION & MERCHANDISING INC. REORGANIZATION STOCK
OPTION ASSUMPTION PLAN
(Full title of the plans)
-------------------
JOSEPH C. ANGARD
Chairman and Chief Executive Officer
Global One Distribution & Merchandising Inc.
5548 Lindbergh Lane
Bell, California 90201-6410
(Name and address of agent for service)
(213) 980-4300
(Telephone number, including area code, of agent for service)
Copy to:
EILEEN LYON, ESQ.
Manatt, Phelps & Phillips, LLP
11355 West Olympic Boulevard
Los Angeles, California 90064
(310) 312-4123
<PAGE>
CALCULATION OF REGISTRATION FEE
=================================================================
Title of Amount Proposed Proposed Amount of
Securities to be Maximum Maximum Registration
to be Registered(1) Offering Aggregate Fee
Registered Price Offering
Per Share Price
Common
Stock
$0.01 par
value 3,678,886 (2) $7,923,951 $2,401.20
=================================================================
(1) This Registration Statement covers, in addition to the
number of shares of Common Stock stated above, such indeterminate
number of shares of Common Stock as may be issued upon exercise
of options granted under the Global One Distribution &
Merchandising Inc. 1996 Stock Option Plan and the Global One
Distribution & Merchandising Inc. Reorganization Stock Option
Assumption Plan as a result of the adjustment provisions thereof.
(2) Estimated solely for purposes of calculating the amount of
the registration fee pursuant to Rule 457 based upon (i) the
exercise price of 1,675,000 shares granted under the Stock Option
Plan, (ii) 428,000 shares granted under the Assumption Plan, and
(iii) the average of the high and low prices of the Common Stock
as reported on the Nasdaq National Market System on December 2,
1996 for the 1,575,886 shares which have not been granted under
the Stock Option Plan.
=================================================================
<PAGE>
PART II
Information Required in the Registration Statement
Global One Distribution & Merchandising Inc. (the
"Registrant") hereby files this Registration Statement on Form
S-8 with the Securities and Exchange Commission (the
"Commission") to register 3,250,211 shares of the Registrant's
Common Stock for issuance pursuant to the Registrant's 1996 Stock
Option Plan (the "Option Plan"), 428,675 shares of the
Registrant's Common Stock for issuance pursuant to the
Registrant's Reorganization Stock Option Assumption Plan (the
"Assumption Plan") and such indeterminate number of shares as may
become available under the Option Plan and the Assumption Plan as
a result of the adjustment provisions thereof. Subject to
adjustments to prevent dilution, the Option Plan provides for
issuance of an aggregate of 1,949,121 shares of the Registrant's
Common Stock pursuant to options granted under the Option Plan,
such aggregate number of shares to be increased by one percent
(1%) of the total issued and outstanding shares of the
Registrant's Common Stock per year with respect to each calendar
year beginning after January 1, 1996 for the duration of the
Option Plan. The Company estimates that an aggregate of
1,301,090 additional shares will become available for issuance
pursuant to the exercise of options granted under the Option Plan
as a result of the Option Plan's provision for a yearly one
percent (1%) increase.
Item 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents previously filed by the
Registrant with the Commission are incorporated in this
Registration Statement by reference:
(a) That certain Proxy Statement/Prospectus dated August 1,
1996 filed by the Registrant pursuant to Rule 424(b) promulgated
under the Securities Act of 1933, as amended (the "Securities
Act"), that contains audited financial statements for the
Registrant's predecessors, OSP Publishing, Inc. and Kelly Russell
Studios, Inc.
(b) All other reports filed by the Registrant pursuant to
Sections 13(a) or 15(d) of the Securities Exchange Act of 1934,
as amended (the "Exchange Act") since the end of the fiscal year
covered by the document referred to in (a) above.
(c) The description of the Common Stock of the Registrant
contained in the Registration Statement on Form 8-A filed by the
Registrant under the Exchange Act, as declared effective by the
Commission on August 1, 1996, including any amendment or report
filed for the purpose of updating such description.
<PAGE>
All documents filed by the Registrant pursuant to
Section 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent
to the date of this Registration Statement and prior to the
filing of a post-effective amendment which indicates that all
securities offered hereby have been sold or which deregisters all
securities then remaining unsold shall be deemed to be
incorporated by reference into this Registration Statement and to
be a part hereof from the date of filing of such documents.
Any statement made in a document incorporated or deemed
to be incorporated by reference herein shall be deemed to be
modified or superseded for purposes of this Registration
Statement to the extent that a statement contained herein or in
any other subsequently filed document which is also incorporated
or deemed to be incorporated by reference herein modifies or
supersedes such statement. Any such statement so modified or
superseded shall not be deemed, except as so modified or
superseded, to constitute a part of this Registration Statement.
Item 4. DESCRIPTION OF SECURITIES
Not applicable.
Item 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
Not applicable.
Item 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 145 of the General Corporation Law of the State
of Delaware permits the indemnification of directors, officers,
employees and agents of the corporation under certain conditions
and subject to certain limitations.
Article Eleventh of the Registrant's Certificate of
Incorporation provides that directors of the corporation shall
not be personally liable to the Registrant or its stockholders
for monetary damages for breach of fiduciary duty as a director,
except for liability (i) for any breach of the director's duty of
loyalty to the Registrant or its stockholders, (ii) for acts or
omissions not in good faith or which involve intentional
misconduct or a knowing violation of law, (iii) under Section 174
of the Delaware General Corporation Law (the "Delaware GCL"), as
the same exists or may be amended in the future, or (iv) for any
transaction from which the director derived an improper personal
benefit. If the Delaware GCL hereafter is amended to authorize
the further elimination or limitation of the liability of
directors, then the liability of directors of the Registrant, in
addition to the limitation provided for in Article Eleventh,
shall be limited to the fullest extent permitted by the amended
Delaware GCL. No amendment to or repeal of Article Eleventh
shall apply to or have an effect on the liability or alleged
liability of any director of the Registrant for or with respect
<PAGE>
to any acts or omissions of such director occurring prior to such
amendment or repeal.
Article VIII of the Registrant's Bylaws provides, in
pertinent part, that each person who is or was a director,
officer, employee or agent of the corporation, or is or was
serving at the request of the corporation as a director, officer,
employee or agent of another corporation, partnership, joint
venture, trust, employee benefit plan or other enterprise, shall
be indemnified by the Registrant to the full extent permitted by
the Delaware GCL or any other applicable laws. Article VIII also
provides that, upon receipt of an undertaking by an indemnitee to
repay such amounts should it ultimately be determined that the
indemnitee is not entitled to be indemnified, the Registrant
shall advance expenses incurred in defending or investigating a
threatened or pending action, suit or proceeding. Article VIII
also authorizes the Registrant to enter into one or more
agreements with any person which provides for indemnification
greater or different than that provided for in Article VIII.
Article VIII also authorizes the Registrant to purchase and
maintain insurance on behalf of any person against such
liability, whether or not the Registrant would have the power or
the obligation to indemnify such person.
The Registrant has entered into indemnification
agreements with certain of its directors and executive officers
which require the Registrant to indemnify such persons to the
fullest extent permitted by applicable law.
Item 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
Item 8. EXHIBITS
Exhibit
Number Description
------ -----------
5.1 Opinion of Manatt, Phelps & Phillips, LLP
23.1 Consent of Manatt, Phelps & Phillips, LLP (see
Exhibit 5.1)
23.2 Consent of Deloitte & Touche LLP
24.1 Power of Attorney (See page II-5)
99.1 Global One Distribution & Merchandising Inc. 1996
Stock Option Plan
99.2 Form of Incentive Stock Option Agreement
99.3 Form of Non-Qualified Stock Option Agreement
(Employee and Employee Director)
99.4 Form of Non-Qualified Stock Option Agreement (Non-
Employee Director)
99.5 Form of Non-Qualified Stock Option Agreement
(Consultants)
99.6 Global One Distribution & Merchandising Inc.
<PAGE>
Reorganization Stock Option Assumption Plan
99.7 Form of [Incentive] [Non-Qualified] Stock Option
Assumption Agreement
Item 9. UNDERTAKINGS
(a) The undersigned Registrant 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 of 1933;
(ii) To reflect in the prospectus any facts or
events arising after the effective date of this Registration
Statement (or the most recent post-effective amendment thereof)
which, individually or in the aggregate, represent a fundamental
change in the information set forth in this Registration
Statement; and
(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 paragraphs (a)(1)(i) and
(a)(1)(ii) do not apply if this Registration Statement is on Form
S-3 or Form S-8, and the information required to be included in a
post-effective amendment by those paragraphs is contained in
periodic reports filed by the Registrant pursuant to Section 13
or Section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference into this Registration Statement.
(2) That for the purpose of determining any liability
under the Securities Act of 1933, each such post-effective
amendment shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of
such securities at that time shall be deemed to be the initial
bona fide offering thereof.
(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.
(b) The undersigned Registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act of
1933, each filing of the Registrant's annual report pursuant to
Section 13(a) or Section 15(d) of the Securities Exchange Act of
1934 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Securities
Exchange Act of 1934) that is incorporated by reference in this
Registration Statement shall be deemed to be a new registration
<PAGE>
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.
(c) Insofar as indemnification for liabilities arising
under the Securities Act of 1933 may be permitted to directors,
officers or controlling persons of the Registrant pursuant to the
foregoing provisions, or otherwise, the Registrant has been
advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as
expressed in the Securities Act of 1933 and is, therefore,
unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or
controlling person of the Registrant in the successful defense of
any action, suit or proceeding) is asserted by such director,
officer or controlling person in connection with the securities
being registered, the Registrant will, unless in the opinion of
its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question
whether such indemnification by it is against public policy as
expressed in the Securities Act of 1933 and will be governed by
the final adjudication of such issue.
(d) The undersigned Registrant hereby undertakes to deliver
or cause to be delivered with the Prospectus, to each person the
Prospectus is sent or given, the latest annual report to security
holders that is incorporated by reference in the Prospectus and
furnished pursuant to and meeting the requirements of Rule 14a-3
or Rule 14c-3 under the Securities Exchange Act of 1934; and,
where interim financial information required to be presented by
Article 3 of Regulation S-X are not set forth in the Prospectus,
to deliver, or cause to be delivered to each person to whom the
Prospectus is sent or given, the latest quarterly report that is
specifically incorporated by reference in the Prospectus to
provide such interim financial information.
<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 of Bell, State of California, on this 2nd day of
December, 1996.
GLOBAL ONE DISTRIBUTION & MERCHANDISING INC.
By /S/ JOSEPH C. ANGARD
------------------------------------
Joseph C. Angard,
Chairman and Chief Executive Officer
KNOW ALL MEN BY THESE PRESENTS, that each person whose
signature appears below constitutes and appoints each of Joseph
C. Angard and Walter M. Lacher his true and lawful attorney-in-
fact and agent, each with full power of substitution, for him and
in his name, place and stead, in any and all capacities, to sign
any or all amendments to this Registration Statement, and to file
the same with all exhibits thereto, and all other documents in
connection therewith, with the Securities and Exchange
Commission, granting unto each said attorney-in-fact and agent
with 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 to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that each
said attorney-in-fact and agent, or his substitute, may lawfully
do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of
1933, as amended, this Registration Statement has been signed by
the following persons in the capacities and on the dates
indicated.
Signature Title Date
- --------- ----- ----
/S/ JOSEPH C. ANGARD Chairman and Chief December 2, 1996
Joseph C. Angard Executive Officer
(Principal Executive
Officer)
/S/ WALTER M. LACHER Chief Financial December 2, 1996
Walter M. Lacher Officer(Principal
Financial and
Accounting Officer)
/S/ MICHAEL A. MALM Director December 2, 1996
Michael A. Malm
<PAGE>
/S/ MARK S. HAUSER Director December 2, 1996
Mark S. Hauser
/S/ EDWARD SACKS Director December 2, 1996
Edward Sacks
<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-----------------
EXHIBITS
TO
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
-----------------
GLOBAL ONE DISTRIBUTION & MERCHANDISING INC.
<PAGE>
EXHIBIT INDEX
Exhibit
Number Description
------ -----------
5.1 Opinion of Manatt, Phelps & Phillips, LLP
23.1 Consent of Manatt, Phelps & Phillips, LLP (see
Exhibit 5.1)
23.2 Consent of Deloitte & Touche LLP
24.1 Power of Attorney (See page II-5)
99.1 Global One Distribution & Merchandising Inc. 1996
Stock Option Plan (1)
99.2 Form of Incentive Stock Option Agreement (1)
99.3 Form of Non-Qualified Stock Option Agreement
(Employee and Employee Director) (1)
99.4 Form of Non-Qualified Stock Option Agreement (Non-
Employee Director) (1)
99.5 Form of Non-Qualified Stock Option Agreement
(Consultants) (1)
99.6 Global One Distribution & Merchandising Inc.
Reorganization Stock Option Assumption Plan (2)
99.7 Form of [Incentive] [Non-Qualified] Stock Option
Assumption Agreement
(1) Filed as an Exhibit to Registrant's Registration Statement
on Form S-4 (Registration No. 333-4655) filed with the Commission
on May 24, 1996 and incorporated herein by reference.
(2) Filed as an Exhibit to Amendment No. 2 to Registrant's
Registration Statement on Form S-4 filed with the Commission on
July 30, 1996 and incorporated herein by reference.
<PAGE>
EXHIBIT 5.1
Opinion of Manatt, Phelps & Phillips, LLP
<PAGE>
EXHIBIT 23.2
Consent of Independent Public Accountants
<PAGE>
EXHIBIT 99.7
Form of [Incentive] [Non-Qualified]
Stock Option Assumption Agreement
December 3, 1996
Global One Distribution & Merchandising Inc.
5548 Lindbergh Lane
Bell, California 90201-6410
RE: REGISTRATION STATEMENT ON FORM S-8
Gentlemen:
At your request, we have examined the Registration
Statement on Form S-8 (the "Registration Statement") to be filed
by Global One Distribution & Merchandising Inc., a Delaware
corporation (the "Company"), with the Securities and Exchange
Commission (the "Commission") in connection with the registration
under the Securities Act of 1933, as amended (the "Securities
Act"), of 3,250,211 shares of the Company's common stock, $0.01
par value (the "Common Stock"), that may be issued in the
aggregate upon the exercise of options granted under the
Company's 1996 Stock Option Plan (the "Option Plan") and 428,675
shares of Common Stock that may be issued in the aggregate upon
the exercise of options (the "Kelly Russell Options") granted by
Kelly Russell Studios, Inc. ("Kelly Russell") and assumed by the
Company in connection with the Company's acquisition of Kelly
Russell through the merger of Kelly Russell with and into KRSI
Acquisition Corp., a wholly-owned subsidiary of the Company.
In rendering this opinion, we have examined such
documents and records as we deemed relevant, including, but not
limited to, the following:
1. Certificate of Incorporation of the Company;
2. Bylaws of the Company;
3. The Option Plan;
<PAGE>
4. The Reorganization Stock Option Assumption Plan, pursuant to
which the Company has assumed the Kelly Russell Options (the
"Assumption Plan");
5. The forms of (i) Incentive Stock Option Agreement, (ii)
Non-Qualified Stock Option Agreement (Employee and Employee
Director), (iii) Non-Qualified Stock Option Agreement
(Non-Employee Director), (iv) Non-Qualified Stock Option
Agreement (Consultants) and (v) [Incentive] [Non-Qualified] Stock
Option Assumption Agreement (collectively, the "Agreements") to
be used in connection with the Option Plan and the Assumption
Plan;
6. Records of proceedings of the Company's Board of Directors
and stockholders pertaining to the adoption of the Option Plan,
the Assumption Plan and the Agreements; and
7. The Registration Statement.
With respect to the foregoing documents, we have
assumed the genuineness of all signatures, the authenticity of
all documents submitted to us as originals and the conformity to
originals of all documents submitted to us as certified or
reproduced copies. We also have obtained from the officers of
the Company certificates as to such factual matters as we
consider necessary for the purpose of this opinion, and insofar
as this opinion is based on such matters of fact, we have relied
on such certificates.
Based upon the foregoing and such further review of
fact and law as we have deemed necessary or appropriate under the
circumstances, and assuming, without further inquiry, that (i)
all options granted under the Option Plan or the Assumption Plan
to date have been, and all options to be granted under the Option
Plan will be, duly and validly granted in accordance with the
terms of the Option Plan or the Assumption Plan, (ii) the
consideration for the shares of Common Stock to be issued
pursuant to the exercise of options granted under the Option Plan
or assumed under the Assumption Plan will be received prior to
the issuance thereof, (iii) the shares of Common Stock to be
issued pursuant to the exercise of options granted under the
Option Plan or assumed under the Assumption Plan will be issued
in accordance with the terms of the Option Plan, the Assumption
Plan and the applicable Agreements, (iv) the Registration
Statement will become effective under the Securities Act prior to
the issuance of any shares of Common Stock under the Option Plan
and the Assumption Plan and no stop order suspending the
effectiveness of the Registration Statement shall have been
issued and no proceedings for that purpose shall have been
instituted or be pending before the Commission, (v) prospectuses
will be updated and delivered to participants in the Option Plan
and the Assumption Plan, respectively, as required by the
Securities Act and the rules and regulations promulgated by the
Commission thereunder, and (vi) the grant of options under the
<PAGE>
Option Plan and the issuance of shares of Common Stock upon the
exercise of options granted under the Option Plan or assumed
under the Assumption Plan will comply with the securities laws of
each state or jurisdiction applicable thereto (other than the
Securities Act), upon which assumptions the following opinion is
expressly conditioned, it is the opinion of the undersigned that
the 3,250,211 shares of Common Stock issuable by the Company upon
the exercise of options granted pursuant to the Option Plan, and
the 428,675 shares of Common Stock issuable by the Company upon
the exercise of options assumed pursuant to the Assumption Plan
will be, when issued and delivered against payment therefor in
accordance with the Option Plan, the Assumption Plan, the
applicable Agreements and the Registration Statement, duly
authorized, validly issued, fully paid and non-assessable.
This opinion is limited to the current laws of the
State of Delaware and the Securities Act and the rules and
regulations promulgated by the Commission thereunder, to present
judicial interpretations thereof and to facts as they presently
exist. In rendering this opinion, we have no obligation to
revise or supplement it should the current laws of the State of
Delaware or the Securities Act or such rules and regulations be
changed by legislative action, judicial decision or otherwise.
This opinion is issued to you solely for use in
connection with the Registration Statement and is not to be
quoted or otherwise referred to in any financial statements of
the Company or related document, nor is it to be filed with or
furnished to any government agency or other person, without the
prior written consent of the undersigned in each instance.
We hereby consent to the filing of this opinion as an
exhibit to the Registration Statement.
Respectfully submitted,
/s/ Manatt, Phelps & Phillips, LLP
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration
Statement of Global One Distribution & Merchandising Inc. on Form
S-8 of our report dated April 5, 1996 (May 24, 1996 as to Note
<PAGE>
14) contained in the Prospectus appearing in Registration
Statement No. 333-4655 and to the references to us under the
headings "Selected Financial Data" and "Experts" in such
Prospectus.
DELOITTE & TOUCHE LLP
Long Beach, California
December 2, 1996
GLOBAL ONE DISTRIBUTION & MERCHANDISING INC.
[INCENTIVE][NON-QUALIFIED] STOCK OPTION
ASSUMPTION AGREEMENT
This Agreement is dated as of the 27th day of August, 1996,
by and among Global One Distribution & Merchandising Inc.
("Global One"), Kelly Russell Studios, Inc. ("Kelly Russell") and
_____________________________ ("Optionee").
WHEREAS, Optionee holds a[n incentive][non-qualified] stock
option (the "KRSI Option") issued by Kelly Russell to acquire
__________ shares of Kelly Russell common stock, $.01 par value
per share ("Kelly Russell Stock") at the exercise price of
$[Original Price] per share, such KRSI Option to be for the term
and upon the terms and conditions set forth in a written option
agreement, subject to the provisions of the [Kelly Russell Stock
Option Plan] (the "KRSI Option Agreement"), a copy of which is
attached hereto and incorporated herein by reference.
WHEREAS, Global One and Kelly Russell have entered into that
certain Final Amended and Restated Agreement and Plan of
Reorganization dated May 28, 1996 pursuant to which, among other
things, Kelly Russell will merge with and into Global One's
subsidiary, KRSI Acquisition Corp. (the "Merger"), and the former
shareholders of Kelly Russell will receive one-half share of
common stock, $.01 par value per share of Global One ("Global One
Stock") for each share of Kelly Russell Stock held by them.
WHEREAS, Global One has agreed to assume the KRSI Option
held by Optionee subject to, among other things, negotiation of
an acceptable agreement with respect thereto between Global One
and Optionee.
<PAGE>
NOW THEREFORE, in consideration of the foregoing recitals,
the mutual promises of the parties and other good and valuable
consideration, the receipt and sufficiency of which is hereby
acknowledged, the parties hereto agree as follows:
1. ASSUMPTION/SUBSTITUTION OF OPTION. Global One hereby
issues to Optionee as an assumption of and in substitution for
the KRSI Option granted to Optionee [pursuant to the Kelly
Russell Stock Option Plan], the option ("Global One Option") to
purchase, upon and subject to the same terms and conditions set
forth in the KRSI Option Agreement, which is incorporated by
reference herein, all or any part of a number of shares of Global
One Stock equal to the number of shares of Kelly Russell Stock
subject to the KRSI Option, minus the number of shares of Kelly
Russell Stock acquired as a result of the exercise of the KRSI
Option prior to consummation of the Merger, and times one-half.
The exercise price per share of this option shall be the same
exercise price per share as the Option being assumed, multiplied
by 2. In the event that the assumption and substitution provided
for in this section would result in an option to acquire a
fractional share of Global One Stock, the number of shares of
Global One Stock subject to this Global One Option shall be
rounded down to the next lower whole number of shares to
eliminate such fractional share, and the aggregate purchase price
shall be adjusted commensurately. The effective date of this
issuance shall be the date of consummation of the Merger.
Consummation of the Merger is a condition precedent to the
effectiveness of assumption of the KRSI Option and substitution
of this Global One Option.
2. CANCELLATION OF KRSI OPTION. On and after the
consummation of the Merger, and expressly contingent upon
consummation of the Merger, the KRSI Option Agreement is canceled
and the terms and conditions of this agreement are wholly
substituted for and replace the terms and conditions of the KRSI
Option Agreement, except to the extent that the KRSI Option
Agreement is incorporated by reference herein. To the extent
that the terms and conditions of this Agreement are inconsistent
with any provision of the KRSI Option Agreement, the terms and
conditions of this Agreement shall govern.
IN WITNESS WHEREOF, the parties hereto have executed this
Agreement as of the date first above written.
GLOBAL ONE DISTRIBUTION
& MERCHANDISING INC.
By ________________________________
___________________________________
Optionee
<PAGE>
KELLY RUSSELL STUDIOS, INC.
By ________________________________
