<PAGE> 1
As filed with the Securities and Exchange Commission on April 7, 2000
Registration No. 333-_______
--------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------------------
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
INFORMATION ARCHITECTS CORPORATION
(Exact name of Registrant as specified in its charter)
NORTH CAROLINA 87-0399301
------------------------------- -------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation organization) Identification No.)
AMENDED AND RESTATED NON-STATUTORY STOCK OPTION AGREEMENTS
(Full title of the plan)
4064 Colony Road
Charlotte, North Carolina 28211
(704) 365-2324
(Address, including zip code and telephone number,
including area code, of Registrant's
principal executive offices)
----------------------
J. Dain Dulaney
INFORMATION ARCHITECTS CORPORATION
4064 Colony Road
Charlotte, North Carolina 28211
(704) 365-2324
(Name, address, including zip code and telephone number,
including area code, of agent for service)
----------------------
COPY TO:
Jeffrey S. Hay
McGUIRE, WOODS, BATTLE & BOOTHE LLP
100 North Tryon Street
Suite 2900
Charlotte, North Carolina 28202
----------------------
<PAGE> 2
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------
Proposed Maximum
Title of Each Class of Amount to be Offering Price Per Proposed Maximum Amount of
Securities to be Registered Registered Share Aggregate Offering Price Registration Fee
<S> <C> <C> <C> <C>
Common Stock of Information 24,996(1) $6.68(2) $103,793.28(2) $27.40
Architects Corporation (par
value $.001 per share)
- ------------------------------------------------------------------------------------------------------------
</TABLE>
(1) Pursuant to Rule 416(a) under the Securities Act of 1933, as amended,
this Registration Statement also covers, in addition to the number of
shares of common stock stated above, additional securities that may be
offered as a result of stock splits, stock dividends or similar
transactions.
(2) Pursuant to Rule 457(h), computed based upon the price at which the
options under the Amended and Restated Non-Statutory Stock Option
Agreements may be exercised.
<PAGE> 3
This Registration Statement on Form S-8 is filed by us, relating to
24,996 shares of our common stock, par value $0.001 per share (the "Common
Stock") authorized and reserved for issuance under (a) the Amended and Restated
Non-Statutory Stock Option Agreement, dated December 23, 1999 between
Information Architects Corporation and Sally Khudairi and (b) the Amended and
Restated Non-Statutory Stock Option Agreement, dated December 22, 1999 between
Information Architects Corporation and Saroja Girishankar (the Amended and
Restated Non-Statutory Stock Option Agreements shall be referred to collectively
as the "Plan"). Both Sally Khudairi and Saroja Girishankar are non-employee
consultants ("Consultants") to us that are deemed "employees" for purposes of
this Form S-8 since (a) they are natural persons, (b) they provide and have
provided bona fide services to us and (c) the services are not in connection
with the offer or sale of securities in a capital raising transaction, and do
not directly or indirectly promote or maintain a market for our securities. The
options granted to Consultants under the Plan are subject to the terms of the
Plan.
PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
Item 1. Plan Information.
Not required to be filed as part of this registration statement pursuant to
Note to Part 1 of Form S-8.
Item 2. Registrant Information and Employee Plan Annual Information.
Not required to be filed as part of this registration statement pursuant to
Note to Part 1 of Form S-8.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
This prospectus does not offer to sell or buy any shares in any
jurisdiction where it is unlawful. You should not assume that the information in
this prospectus is accurate as of any date other than the date on the front of
this document. The following documents filed by us with the SEC are incorporated
herein by reference and made a part hereof:
1. Annual Report on Form 10-K for the year ended December 31, 1999.
All documents, filed subsequent to the date hereof by us with the SEC
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act
of 1934, as amended (the "Exchange Act"), and prior to the filing of a
post-effective amendment hereto that indicates that all securities offered
hereby have been sold or that de-registers all securities then remaining unsold,
shall be deemed to be incorporated by reference herein and made a part hereof
from their respective dates of filing (such documents, and the documents
enumerated above, are collectively referred to as "Incorporated Documents").
Any statement contained in an Incorporated Document or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
<PAGE> 4
for purposes hereof to the extent that a statement contained herein or in any
other subsequently filed Incorporated Document 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 hereof.
Item 4. Description of Securities.
Not applicable.
Item 5. Interest of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
Reference is made to the North Carolina Business Corporation Act, G.S.
55-8-52 and 55-8-56, which provides that unless limited by our articles of
incorporation, a North Carolina corporation must indemnify a director or officer
who has been wholly successful, on the merits or otherwise, in the defense of
any actual or threatened proceeding to which he was, or was threatened to be
made, a party because he is or was a director or officer of the corporation.
This statutory right of indemnification covers all reasonable expenses incurred
by the officer or director in connection with the proceeding, including counsel
fees.
A North Carolina corporation can eliminate an individual's statutory
right to indemnification. However, the Registrant's Bylaws provide that
directors and officers shall have the right to be indemnified "to the fullest
permitted by law" and further provide that expenses incurred by an officer or
director shall be paid in advance of the final disposition of any investigation,
action, suit or proceeding upon receipt of an undertaking by or on behalf of the
director or officer to repay such amount unless it shall ultimately be
determined that he is entitled to be indemnified by the Registrant.
In addition, a North Carolina corporation may, but is not required to,
indemnify a director or officer against liability who has been named or
threatened to be named a party to a proceeding because he is or was acting in
that capacity if the officer or director (i) conducted himself in good faith,
(ii) had the reasonable belief that his conduct was in the corporation's best
interests if he was acting in his official capacity, or if not acting in an
official capacity, a reasonable belief that his conduct was not opposed to the
corporation's best interests, and (iii) in the case of a criminal proceeding,
had no reasonable cause to believe his conduct was unlawful. A North Carolina
corporation may also purchase and maintain insurance on behalf of an officer or
director against liability incurred by him in that capacity, whether or not the
corporation would have the power to indemnify him under the statutory provisions
of North Carolina.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits
See Exhibit Index
<PAGE> 5
Item 9. Undertakings
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:
(a) to include any prospectus required by Section 10(a)(3) of
the Securities Act;
(b) 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 hereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth 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 end 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% change in the maximum
aggregate offering price set forth in the "Calculation of Registration Fee"
(c) 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 paragraphs (a) and (b)
above shall not apply if 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 15(d) of the Securities
Exchange Act of 1934 (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 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.
Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and 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 our 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
1
<PAGE> 6
Securities Act of 1933 and will be governed by the final adjudication of such
issue.
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
Exchange Act (and, when 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 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.
For purposes of determining any liability under the Securities Act of
1933, the information omitted from the form of prospectus filed as part of this
registration statement in reliance upon Rule 430A and contained in a form of
prospectus filed by the Registrant pursuant to Rule 424(b)(1) or (4) or 497(h)
under the Securities Act of 1933 shall be deemed to be part of this registration
statement as of the time it was declared effective. For the purpose of
determining any liability under the Securities Act of 1933, each post-effective
amendment that contains a form of prospectus 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.
The undersigned registrant hereby undertakes to deliver or cause to be
delivered with the prospectus, to each person to whom 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 Exchange Act; and, where
interim financial information required to be presented by Article 3 of
Regulation S-X is 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.
Item 8. Exhibits.
Exhibit
Number Description
------ ----------------------------------------------------
3.2* Articles Of Amendment To The Articles Of Incorporation Of
Alydaar Software Corporation
3.3* Articles Of Restatement of the Restated Articles of
Incorporation of Information Architects Corporation
4.1 Amended and Restated Non-Statutory Stock Option Agreement,
dated December 23, 1999 between Information Architects
Corporation and Sally Khudairi
4.2 Amended and Restated Non-Statutory Stock Option Agreement,
dated December 22, 1999 between Information Architects
Corporation and Saroja Girishankar
5.1 Opinion of McGuire, Woods, Battle & Boothe LLP.
2
<PAGE> 7
23.1 Consent of Holtz Rubenstein & Co., LLP, independent auditors.
23.2 Consent of McGuire, Woods, Battle & Boothe LLP (included in
Exhibit 5.1).
24.1 Power of Attorney (included in signature page).
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*Incorporated by reference from previous filings with the Securities
and Exchange Commission.
<PAGE> 8
SIGNATURES
Pursuant to the requirements of the Securities Act, 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, the city of Charlotte, state of North Carolina, on April 7, 2000.
INFORMATION ARCHITECTS CORPORATION
By: /s/ ROBERT F. GRUDER
----------------------------------------
Robert F. Gruder
Chief Executive Officer and Chairman
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.
SIGNATURE TITLE DATE
- -------------------------- -------------------------- -------------
/s/ ROBERT F. GRUDER Chief Executive Officer April 7, 2000
- ------------------------ and Chairman of the Board
(Robert F. Gruder) (Principal Executive Officer)
/s/ J. Wayne Thomas Chief Financial Officer April 7, 2000
- ------------------------ (Principal Financial and
(J. Wayne Thomas) Accounting Officer)
/s/ Thomas J. Dudchik Senior Vice President and April 7, 2000
- ------------------------ Director
/s/ J (Thomas J. Dudchik)
/s/ Richard J. Blumberg Director April 7, 2000
- ------------------------
(Richard J. Blumberg)
/s/James H. McLaughlin Director April 7, 2000
- ------------------------
(James H. McLaughlin)
Each person whose signature appears above hereby appoints Robert F.
Gruder as such person's true and lawful attorney, with full power for him to
sign, for such person and in such person's name and capacity indicated below,
any and all amendments to this registration statement, hereby ratifying and
confirming such person's signature as it may be signed by said attorney to any
and all amendments.
<PAGE> 9
EXHIBIT INDEX
Item 16 Exhibits.
Exhibit
Number
------
3.2* Articles Of Amendment To The Articles Of Incorporation Of
Alydaar Software Corporation
3.3* Articles Of Restatement of the Restated Articles of
Incorporation of Information Architects Corporation
4.1 Amended and Restated Non-Statutory Stock Option Agreement,
dated December 23, 1999 between Information Architects
Corporation and Sally Khudairi
4.2 Amended and Restated Non-Statutory Stock Option Agreement,
dated December 22, 1999 between Information Architects
Corporation and Saroja Girishankar
5.1 Opinion of McGuire, Woods, Battle & Boothe LLP.
23.1 Consent of Holtz Rubenstein & Co., LLP, independent auditors.
23.2 Consent of McGuire, Woods, Battle & Boothe LLP (included in
Exhibit 5.1).
24.1 Power of Attorney (included in signature page).
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*Incorporated by reference from previous filings with the Securities
and Exchange Commission.
<PAGE> 1
EXHIBIT 4.1
INFORMATION ARCHITECTS CORPORATION
AMENDED AND RESTATED
NON-STATUTORY STOCK OPTION AGREEMENT
THIS AMENDED AND RESTATED NON-STATUTORY STOCK OPTION AGREEMENT ("Option
Agreement") is effective as of December 23, 1999 ("Effective Date") is between
Information Architects Corporation, a North Carolina corporation (the "Company")
with a principal place of business at 4064 Colony Road, Charlotte, NC 28211, and
Sally Khudairi having an address at (the "Optionee") having an address 50
Watertown Street #304, Watertown, MA 02427. This Option Agreement amends and
restates the prior option awards between the Optionee and the Company ("Prior
Awards"). In consideration of the mutual covenants herein, the adequacy and
delivery of which are hereby acknowledged, the Company and Optionee agree as
follows:
1. Grant of Option. The Company grants to the Optionee the following
options ("Options")
A. Initial Options. Initial Options to purchase 10,000 shares of
Company's Common Stock, par value $.001 per share, ("Share(s)") at an
exercise price per Share of $1.28 on November 10, 1999 ("Initial Grant
Date"); and
B. Additional Options. Additional Options to purchase 13,500 Shares at
an exercise price per Share of $6 on December 23, 1999 ("Additional
Grant Date");
Each Options shall expire and not be exercisable after the expiration
date of each Options as set forth in Paragraph 3 below.
2. Vesting of Options. The Initial Options shall vest and become
exercisable on November 10, 1999 and the Additional Options shall vest and
become exercisable on April 15, 2000, provided that the Optionee shall be
entitled to exercise the same, in whole or part, after it shall vest and become
exercisable, at any time prior to the expiration of the term thereof.
Notwithstanding the foregoing, the Options shall become vested and fully
exercisable five (5) days prior to the consummation of a "Change of Control" (as
defined in Section 9 hereof), subject to earlier expiration or termination as
otherwise provided in this Option Agreement.
3. Expiration Date. The term of the Options shall commence on the
Initial Grant Date and Additional Grant Date, respectively and terminate three
(3) years thereafter, respectively.
4. Rights Upon Death or Disability. If the Optionee suffers death or
becomes disabled and as of the date of such death or disability any portion of
the Options that is vested and exercisable remains unexercised, then the
unexercised option of the Options may be exercised at any time during the one
(1) year period following the Optionee's death or disability. Thereafter, to the
extent not exercised, the Options and all rights thereunder (other than the
Optionee's right to Shares theretofore purchased under the Options) shall
terminate and become null and void immediately. The Options of a deceased or
disabled Optionee may be exercised by (i) one or more persons as the Optionee
may designate as primary or contingent beneficiary in a writing delivered to the
Company or, (ii), if there is no such valid designation in effect at the
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<PAGE> 2
Optionee's death or disability, the Optionee's spouse or, (iii) if the Optionee
is not married at the date of the Optionee's death or disability, the Optionee's
estate.
5. Rights Upon Termination or Expiration of Services Agreement.
5.1 Rights Upon Termination of Services Agreement Prior to Vesting.
Unless arising out a Change of Control, if the Optionee's Services Agreement,
dated November 10, 1999 ("Services Agreement") is terminated or expires for any
reason prior to the Options vesting date set forth in accordance with Paragraph
2, the Options and all rights held by the Optionee shall immediately terminate
and be null and void.
5.2 Rights Upon Termination of Services Agreement After Vesting. If an
Optionee's Services Agreement is (a) terminated by Optionee for a default under
the Services Agreement or (b) expires for any reason, other than by death or as
set forth below, and as of such date the Optionee has not exercised the Options
as to the Shares which have vested on such date, the Options may be exercise by
the Optionee with respect to such vested Shares for a period of three (3) months
from the date of the termination by Optionee or expiration of the Services
Agreement ,as applicable.. Thereafter, to the extent not exercised, the Options
and all rights thereunder (other than the Optionee's rights to Shares
theretofore purchased under the Options) shall terminate and become null and
void immediately. Notwithstanding anything to the contrary herein, if an
Optionee's Services Agreement is terminated by Company for Optionee's default
under the Services Agreement, and as of such date, the Optionee has not
exercised the Options as to the Shares which have vested on such date, the
Options and all rights thereunder (other than the Optionee's rights to Shares
theretofore purchased under each Options) shall terminate and become null and
void immediately.
6. Method of Exercise. The Options shall be exercised by the tender of
cash, shares of Common Stock already owned by Optionee, or a combination of cash
and shares of Common Stock, acceptable to the Company, and delivery to the
Company at its principal place of business of a written notice of exercise. The
written notice must:
(a) state the election to exercise the Options, the number of
whole Shares with respect to which the Options is being exercised (which may not
be less than one hundred (100) Shares, unless the number being exercised is the
balance of the number of Shares that may be exercised under each Options), and
the name, address, and social security number of the person in whose name the
stock certificate or certificates for such Shares is to be registered;
(b) contain any such representation and agreements as to
Optionee's investment intent with respect to such Shares as shall be required by
the Company; and
(c) be signed by the person entitled to exercise the Options,
and if the Options is being exercised by any person or persons other than the
Optionee, be accompanied by proof, satisfactory to the Committee, of the right
of such person or persons to exercise the Options.
7. Non-Assignability. The Options may not be transferred (otherwise
than by will or the laws of descent and distribution), assigned, pledged,
hypothecated, or otherwise encumbered in any way or be the subject to
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<PAGE> 3
execution, attachment, or similar process. Upon any attempt to so transfer,
assign, pledge, hypothecate, or encumber the Options, or upon levy, hereof, such
Options shall become null and void. During an Optionee's lifetime, the Options
may be exercised only by Optionee, or by Optionee's guardian or legal
representative. If each Options is transferred by will or by the laws of descent
and distribution, the provision of this Agreement, including the restrictions on
transferability, shall apply to the Optionee's successor, including the
executor, administrator, or trustee of Optionee's estate.
8. Delivery of Certificates. The Optionee shall not be entitled to the
privileges of stock ownership of any Shares subject to the Options until payment
therefor has been made in full as provided in the Option Agreement. The Optionee
is responsible for compliance with applicable tax laws regarding the Options.
The Options may be exercised and certificates for Shares may be delivered
hereunder only in compliance with all applicable federal and state laws and
regulations. Any Share certificate issued to evidence Shares exercised under the
Options may bear legends and statements the Company deems advisable to assure
compliance with federal and state laws and regulations and this Option
Agreement. The Company may delay delivery of any certificates for Shares
acquired under this Options until (i) the admission of such Shares for listing
on any stock exchange or market system on which the Company's Common Stock may
then be listed, or (ii) the completion of any registration or other
qualification of such Shares under any state or federal law or regulation that
the Company shall determine as necessary or advisable.
9. Change of Control. For purposes of this Option Agreement, a Change
of Control shall mean the earliest date on which either of the following events
shall occur: (i) an individual, entity, or group shall acquire or own, other
than as a result of acquisitions, grants, or transfers directly from the
Company, beneficial ownership of 50% or more of the outstanding Common Stock or
voting power of the Company, provided that no such individual, entity, or group
shall be deemed to beneficially own any securities held by the Company or any of
its subsidiaries or by any employee benefit plan of the Company or any of its
subsidiaries; or (ii) the persons who were directors of the Company on the date
30 days after the Effective Date, together with those who subsequently became
directors of the Company and whose election, or nomination for election by the
Company's shareholders, was approved by the vote of at least a majority of the
directors who were directors on the date 30 days after the Effective Date, or
directors whose nomination or election was approved as provided above (the
"Continuing Directors"), shall cease to constitute a majority of the Board or of
its successor by merger, consolidation, or sale of assets. However, a majority
of the Continuing Directors may approve any event described in Section 9.(i) and
determine that, for purposes of this Option Agreement, a Change of Control has
not occurred.
10. Binding Effect. This Option Agreement shall be binding upon the
heirs, executors, administrators, and successors of the parties hereto.
11. Applicable Law. This Option Agreement is last signed in North
Carolina and shall be construed under and the relationship between the parties
determined in accordance with the laws of the State of North Carolina applicable
to contracts made and to be performed in the State of North Carolina, without
regard to the conflicts of law rules thereof. .
12. Adjustment in Options. In the event of any merger, reorganization,
consolidations, recapitalization, dividend, spin-off or other change in
corporate structure affecting the Common Stock, other than a Change of Control
5
<PAGE> 4
as set forth herein, a substitution or adjustment shall be made in the aggregate
number of shares or kind of shares reserved for issuance under the Option
Agreement, in the number, option price and kind of shares subject to other
outstanding options granted under the Option Agreement as may be deemed to be
appropriate by the Company in its sole discretion, provided that the number of
shares subject to any award shall always be a whole number.
13. Limits on Liability. Any liability of the Company to the Optionee
or any other person with rights under this Option Agreement shall be based
solely upon contractual obligations created by this Option Agreement. Neither
the Company nor any member of the board of directors, nor any other person
participating in any determination of any question under the Option Agreement,
or in the interpretation, administration or application of the Option Agreement,
shall have any liability to any party for any actions taken or not taken, in
good faith under the Option Agreement and that do not constitute willful
misconduct. To the extent permitted by applicable law, the Company shall
indemnify and hold harmless each member of the board of directors from and
against any and all liability, claims, demands, costs, and expenses (including
the costs and expenses of attorneys incurred in connection with the
investigation or defense of claims) in any manner connected with or arising out
of any actions or inactions in connection with the administration of the Option
Agreement except for such actions or inactions which are not in good faint or
which constitute willful misconduct.
14. Entire Agreement. This Option Agreement constitutes the entire
agreement and understanding between Optionee and Company concerning the subject
matter hereof, and cancels, terminates and supersedes all prior written and oral
understandings, agreements, proposals, promises and representations of the
parties respecting any and all subject matter contained herein, including the
Prior Awards.. To the extent contemplated herein, the provisions of this Option
Agreement shall survive any exercise of each Option and shall remain in full
force and effect.
15. Effect on Services Agreement. Nothing in this Option Agreement
shall effect the rights and obligations of the Company and the Optionee under
the Services Agreement. This Option Agreement shall not be deemed to modify or
amend the Services Agreement in any way.
16 Miscellaneous. Any failure by the Company or the Optionee to insist
on strict compliance with any provision of, or to assert any right under, this
Option Agreement shall not be deemed to be a waiver of such provision or right
or any other provision or right under this Option Agreement. The Option
agreement shall be administered by the Company's board of directors. Any
controversy which arises under this Option Agreement shall be resolved by the
board of directors as it deems appropriate, and any decision of the board of
directors shall be final and conclusive. By signing below, the Optionee hereby
acknowledges receipt of a prospectus for the Option.
INFORMATION ARCHITECTS CORPORATION
By: /s/ ROBERT F. GRUDER
----------------------------
OPTIONEE: /s/ Sally Khudairi
---------------------
<PAGE> 1
EXHIBIT 4.2
INFORMATION ARCHITECTS CORPORATION
AMENDED AND RESTATED
NON-STATUTORY STOCK OPTION AGREEMENT
THIS AMENDED AND RESTATED NON-STATUTORY STOCK OPTION AGREEMENT ("Option
Agreement") is effective as of December 22, 1999 ("Effective Date") is between
Information Architects Corporation, a North Carolina corporation (the "Company")
with a principal place of business at 4064 Colony Road, Charlotte, NC 28211, and
Saroja Girishankar having an address at (the "Optionee") having an address at 48
Cohasset Lane, Cherry Hill, NJ. This Option Agreement amends and restates the
prior option awards between the Optionee and the Company ("Prior Awards"). In
consideration of the mutual covenants herein, the adequacy and delivery of which
are hereby acknowledged, the Company and Optionee agree as follows:
1. Grant of Option. The Company grants to the Optionee the option
("Option") to purchase 1496 shares of Company's Common Stock, par value $.001
per share, ("Share(s)") at an exercise price per Share of $6.68 on December 22,
1999 ("Grant Date"). Each Option shall expire and not be exercisable after the
expiration date of each Option as set forth in Paragraph 3 below.
2. Vesting of Option. The Option shall vest and become exercisable on
December 22, 1999, provided that the Optionee shall be entitled to exercise the
same, in whole or part, after it shall vest and become exercisable, at any time
prior to the expiration of the term thereof. Notwithstanding the foregoing, the
Option shall become vested and fully exercisable five (5) days prior to the
consummation of a "Change of Control" (as defined in Section 9 hereof), subject
to earlier expiration or termination as otherwise provided in this Option
Agreement.
3. Expiration Date. The term of the Option shall commence on the Grant
Date and terminate three (3) years thereafter.
4. Rights Upon Death or Disability. If the Optionee suffers death or
becomes disabled and as of the date of such death or disability any portion of
the Option that is vested and exercisable remains unexercised, then the
unexercised option of the Option may be exercised at any time during the one (1)
year period following the Optionee's death or disability. Thereafter, to the
extent not exercised, the Option and all rights thereunder (other than the
Optionee's right to Shares theretofore purchased under the Option) shall
terminate and become null and void immediately. The Option of a deceased or
disabled Optionee may be exercised by (i) one or more persons as the Optionee
may designate as primary or contingent beneficiary in a writing delivered to the
Company or, (ii), if there is no such valid designation in effect at the
Optionee's death or disability, the Optionee's spouse or, (iii) if the Optionee
is not married at the date of the Optionee's death or disability, the Optionee's
estate.
5. Rights Upon Termination or Expiration of Services Agreement.
5.1 Rights Upon Termination of Services Agreement Prior to Vesting.
Unless arising out a Change of Control, if the Optionee's Services Agreement,
dated December 22, 1999 ("Services Agreement") is terminated or expires for any
reason prior to the Option vesting date set forth in accordance with Paragraph
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<PAGE> 2
2, the Option and all rights held by the Optionee shall immediately terminate
and be null and void.
5.2 Rights Upon Termination of Services Agreement After Vesting. If an
Optionee's Services Agreement is (a) terminated by Optionee for a default under
the Services Agreement or (b) expires for any reason, other than by death or as
set forth below, and as of such date the Optionee has not exercised the Option
as to the Shares which have vested on such date, the Option may be exercise by
the Optionee with respect to such vested Shares for a period of three (3) months
from the date of the termination by Optionee or expiration of the Services
Agreement ,as applicable.. Thereafter, to the extent not exercised, the Option
and all rights thereunder (other than the Optionee's rights to Shares
theretofore purchased under the Option) shall terminate and become null and void
immediately. Notwithstanding anything to the contrary herein, if an Optionee's
Services Agreement is terminated by Company for Optionee's default under the
Services Agreement, and as of such date, the Optionee has not exercised the
Option as to the Shares which have vested on such date, the Option and all
rights thereunder (other than the Optionee's rights to Shares theretofore
purchased under each Option) shall terminate and become null and void
immediately.
6. Method of Exercise. The Option shall be exercised by the tender of
cash, shares of Common Stock already owned by Optionee, or a combination of cash
and shares of Common Stock, acceptable to the Company, and delivery to the
Company at its principal place of business of a written notice of exercise. The
written notice must:
(a) state the election to exercise the Option, the number of
whole Shares with respect to which the Option is being exercised (which may not
be less than one hundred (100) Shares, unless the number being exercised is the
balance of the number of Shares that may be exercised under each Option), and
the name, address, and social security number of the person in whose name the
stock certificate or certificates for such Shares is to be registered;
(b) contain any such representation and agreements as to
Optionee's investment intent with respect to such Shares as shall be required by
the Company; and
(c) be signed by the person entitled to exercise the Option,
and if the Option is being exercised by any person or persons other than the
Optionee, be accompanied by proof, satisfactory to the Committee, of the right
of such person or persons to exercise the Option.
7. Non-Assignability. The Option may not be transferred (otherwise than
by will or the laws of descent and distribution), assigned, pledged,
hypothecated, or otherwise encumbered in any way or be the subject to execution,
attachment, or similar process. Upon any attempt to so transfer, assign, pledge,
hypothecate, or encumber the Option, or upon levy, hereof, such Option shall
become null and void. During an Optionee's lifetime, the Option may be exercised
only by Optionee, or by Optionee's guardian or legal representative. If each
Option is transferred by will or by the laws of descent and distribution, the
provision of this Agreement, including the restrictions on transferability,
shall apply to the Optionee's successor, including the executor, administrator,
or trustee of Optionee's estate.
8. Delivery of Certificates. The Optionee shall not be entitled to the
privileges of stock ownership of any Shares subject to the Option until
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<PAGE> 3
payment therefor has been made in full as provided in the Option Agreement. The
Optionee is responsible for compliance with applicable tax laws regarding the
Option. The Option may be exercised and certificates for Shares may be delivered
hereunder only in compliance with all applicable federal and state laws and
regulations. Any Share certificate issued to evidence Shares exercised under the
Option may bear legends and statements the Company deems advisable to assure
compliance with federal and state laws and regulations and this Option
Agreement. The Company may delay delivery of any certificates for Shares
acquired under this Option until (i) the admission of such Shares for listing on
any stock exchange or market system on which the Company's Common Stock may then
be listed, or (ii) the completion of any registration or other qualification of
such Shares under any state or federal law or regulation that the Company shall
determine as necessary or advisable.
9. Change of Control. For purposes of this Option Agreement, a Change
of Control shall mean the earliest date on which either of the following events
shall occur: (i) an individual, entity, or group shall acquire or own, other
than as a result of acquisitions, grants, or transfers directly from the
Company, beneficial ownership of 50% or more of the outstanding Common Stock or
voting power of the Company, provided that no such individual, entity, or group
shall be deemed to beneficially own any securities held by the Company or any of
its subsidiaries or by any employee benefit plan of the Company or any of its
subsidiaries; or (ii) the persons who were directors of the Company on the date
30 days after the Effective Date, together with those who subsequently became
directors of the Company and whose election, or nomination for election by the
Company's shareholders, was approved by the vote of at least a majority of the
directors who were directors on the date 30 days after the Effective Date, or
directors whose nomination or election was approved as provided above (the
"Continuing Directors"), shall cease to constitute a majority of the Board or of
its successor by merger, consolidation, or sale of assets. However, a majority
of the Continuing Directors may approve any event described in Section 9.(i) and
determine that, for purposes of this Option Agreement, a Change of Control has
not occurred.
10. Binding Effect. This Option Agreement shall be binding upon the
heirs, executors, administrators, and successors of the parties hereto.
11. Applicable Law. This Option Agreement is last signed in North
Carolina and shall be construed under and the relationship between the parties
determined in accordance with the laws of the State of North Carolina applicable
to contracts made and to be performed in the State of North Carolina, without
regard to the conflicts of law rules thereof. .
12. Adjustment in Option. In the event of any merger, reorganization,
consolidations, recapitalization, dividend, spin-off or other change in
corporate structure affecting the Common Stock, other than a Change of Control
as set forth herein, a substitution or adjustment shall be made in the aggregate
number of shares or kind of shares reserved for issuance under the Option
Agreement, in the number, option price and kind of shares subject to other
outstanding options granted under the Option Agreement as may be deemed to be
appropriate by the Company in its sole discretion, provided that the number of
shares subject to any award shall always be a whole number.
13. Limits on Liability. Any liability of the Company to the Optionee
or any other person with rights under this Option Agreement shall be based
solely upon contractual obligations created by this Option Agreement. Neither
the Company nor any member of the board of directors, nor any other person
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<PAGE> 4
participating in any determination of any question under the Option Agreement,
or in the interpretation, administration or application of the Option Agreement,
shall have any liability to any party for any actions taken or not taken, in
good faith under the Option Agreement and that do not constitute willful
misconduct. To the extent permitted by applicable law, the Company shall
indemnify and hold harmless each member of the board of directors from and
against any and all liability, claims, demands, costs, and expenses (including
the costs and expenses of attorneys incurred in connection with the
investigation or defense of claims) in any manner connected with or arising out
of any actions or inactions in connection with the administration of the Option
Agreement except for such actions or inactions which are not in good faint or
which constitute willful misconduct.
14. Entire Agreement. This Option Agreement constitutes the entire
agreement and understanding between Optionee and Company concerning the subject
matter hereof, and cancels, terminates and supersedes all prior written and oral
understandings, agreements, proposals, promises and representations of the
parties respecting any and all subject matter contained herein, including the
Prior Awards.. To the extent contemplated herein, the provisions of this Option
Agreement shall survive any exercise of each Option and shall remain in full
force and effect.
15. Effect on Services Agreement. Nothing in this Option Agreement
shall effect the rights and obligations of the Company and the Optionee under
the Services Agreement. This Option Agreement shall not be deemed to modify or
amend the Services Agreement in any way.
16 Miscellaneous. Any failure by the Company or the Optionee to insist
on strict compliance with any provision of, or to assert any right under, this
Option Agreement shall not be deemed to be a waiver of such provision or right
or any other provision or right under this Option Agreement. The Option
agreement shall be administered by the Company's board of directors. Any
controversy which arises under this Option Agreement shall be resolved by the
board of directors as it deems appropriate, and any decision of the board of
directors shall be final and conclusive. By signing below, the Optionee hereby
acknowledges receipt of a prospectus for the Option.
INFORMATION ARCHITECTS CORPORATION
BY: /s/ ROBERT F. GRUDER
----------------------------
OPTIONEE: /s/ Saroja Girishankar
----------------------
<PAGE> 1
EXHIBIT 5.1
[MCGUIRE WOODS BATTLE & BOOTHE LLP Logo]
Bank of America Corporate Center
100 North Tryon Street, Suite 2900
Charlotte, North Carolina 28202-4011
Telephone/TDB (704) 373-8999 Fax (704) 373-8935
April 7, 2000
Information Architects Corporation
4064 Colony Road
Charlotte, NC 28211
Ladies and Gentlemen:
We have acted as counsel to Information Architects Corporation (the
"Company") in connection with the filing with the Securities and Exchange
Commission of a registration statement on Form S-8 (the "Registration
Statement") relating to the Amended and Restated Non-Statutory Stock Option
Agreements, dated December 23, 1999 between the Company and Sally Khudairi and
dated December 22, 1999 between the Company and Saroja Garishanker (the
"Plans"). The Registration Statement covers 24,996 shares of Common Stock, par
value $0.001 per share, of the Company (the "Common Stock") which have been
reserved for issuance under the Plans.
In reaching the opinion stated in this letter, we have reviewed
originals of copies of the Registration Statement, the Articles of Incorporation
and the Bylaws of the Company, both as amended to date, and such other documents
as we have considered relevant. We have assumed that (i) all information
contained in all documents reviewed by us is correct, (ii) all signatures on all
documents reviewed by us and genuine, (iii) all documents submitted to us as
originals are true and complete, (iv) all documents submitted to us as copies
are true and complete copies of the originals thereof, (v) each natural person
signing any document reviewed by us had the legal capacity to do so and (vi)
each natural person signing in a representative capacity any document reviewed
by us had authority to sign in such capacity.
Based upon the foregoing, we are of the opinion that the 24,996 shares
of Common Stock, when issued or sold in accordance with the terms and provisions
of the Plans, will be duly authorized, validly issued, fully paid and
non-assessable.
We hereby consent to the filing of this opinion as Exhibit 5 to the
Registration Statement. We do not admit by giving this consent that we are in
the category of persons whose consent is required under Section 7 of the Act.
Very truly yours,
/s/ McGuire, Woods, Battle & Boothe LLP
<PAGE> 1
EXHIBIT 23.1
CONSENT OF INDEPENDENT AUDITORS
We hereby consent to the incorporation by reference into the Registration
Statement on Form S-8 of our report dated February 16, 2000 with respect to the
consolidated financial statements of Information Architects Corporation and
Subsidiary included in the Annual Report on Form 10-K for the year ended
December 31, 1999.
/s/
HOLTZ RUBENSTEIN & CO., LLP
Melville, New York
April 7, 2000
