As filed with the Securities and Exchange Commission
on December 12, 1997
Registration No 333-
- ---------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-------------------
FORM S-8
REGISTRATION STATEMENT
under
THE SECURITIES ACT OF 1933
--------------------------
Tollycraft Yacht Corporation
(Exact name of registrant as specified in its charter)
Nevada 86-0849925
(State or Other Jurisdiction of (IRS Employer Identification No.)
Incorporation)
17 Horton Plaza, Suite 251, San Diego, CA 92101
(Address of Principal Executive Offices) (Zip Code)
--------------------------
Tollycraft Yacht Corporation 1996 Employee Stock Option Plan
(Full Title of the Plan)
--------------------------
Robert C. Weaver, Jr., Esquire
4475 Mission Blvd., Suite 216
San Diego, California 92109
(619) 270-3466
(Name Address and Telephone Number, Including Area Code,
of Agent for Service)
------------------------
CALCULATION OF REGISTRATION FEE
- -----------------------------------------------------------------------------
Proposed Proposed
Amount Maximum Maximum Amount of
Title of Securities to be Offering Price Aggregate Registration
to be Registered Registered Per Share (1) Offering Price Fee
- ------------------- ---------- ------------- -------------- ------------
Common Stock,
$.001 par value 45,000 $6.00 $270,000 $81.82
- -----------------------------------------------------------------------------
(1) All such shares are issuable upon exercise of outstanding options with
fixed exercise prices and will be reoffered at $6.00. Pursuant to Rule
457(g), the aggregate offering price and the fee have been computed upon the
basis of the reoffering price.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. Securities to be Offered.
AND
Item 2. Registrant Information and Employee Plan Annual Information.
PROSPECTUS
This Prospectus relates to up to 45,000 Shares of Common Stock
Receivable by employees and consultants, as defined in the Rule as to Use of
Form S-8, under the Tollycraft Yacht Corporation's (the "Company") 1996
Employee Stock Option Plan and reoffered by means of this Prospectus.
This Prospectus shall be supplemented from time to time as the
identity of the officers and directors and shares to be reoffered by them, if
any, becomes known.
Selling shareholders will offer their shares in U.S. and/or
foreign transactions. Selling shareholders, if control persons, are
required to sell their shares in accordance with the volume limitations
of Rule 144 under the Securities Act of 1933, which restricts sales in
any three month period to the greater of 1% of the total outstanding
common stock or the average weekly trading volume of the Company's
common stock during the four calendar weeks immediately preceding such
sale. It is expected that persons effecting transactions will be paid
the normal and customary commissions for market transactions.
AVAILABLE INFORMATION
Tollycraft Yacht Corporation (the "Company") is subject to the
informational requirements of the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), and in accordance therewith, files reports and
other information with the Securities and Exchange Commission (the
"Commission"). Such reports, as well as proxy statements and other
information filed by the Company with the Commission, can be inspected
and copied at the public reference facilities maintained by the
Commission at 450 Fifth Street, N.W., Room 1024, Washington, D.C. 20549,
and at its Regional Offices located at 150 Causeway Street, Boston,
Massachusetts 02114, 1375 Peachtree Street N.E., Suite 788, Atlanta,
Georgia 30367, 411 West Seventh Street, 8th Floor, Fort Worth, Texas 76102,
410 Seventeenth Street, Suite 700, Denver, Colorado 80202, 600 Arch
Street, Room 2204, Federal Building, Philadelphia, Pennsylvania 19106,
26 Federal Plaza, Room 1028, New York, New York 10278, 5757 Wilshire
Boulevard, Los Angeles, California 90036-3648, Everett McKinley Dirksen
Building, Northwestern Atrium Center, 500 West Madison Street, Chicago,
Illinois 60661. Copies of such material can be obtained at prescribed rates
from the Public Reference Section of the Commission, Washington, D.C.
20549.
SELLING STOCKHOLDERS
Information regarding the beneficial ownership of common stock owned
by each officer and director of the Company selling common stock pursuant to
this Prospectus and all officers and directors of the Company as a group
selling common stock pursuant to this Prospectus is set forth below.
<TABLE>
<CAPTION>
Before Offering After Offering
Amount of Percent Amount of Percent
Name and Beneficial of Beneficial of
Address Ownership Class Ownership Class
<S> <C> <C> <C> <C>
D.R. Cooley (1) 18,350 .8% -0- -0-
P.O. Box 38
Kelso, WA 98626
All directors and officers
as a group (1 person) 18,350 .8% -0- -0-
Total Outstanding 2,270,368 100.0% 2,315,368 100%
</TABLE>
(1) Relates to 4,850 shares which are acquired and to be resold by D.R.
Cooley. The above 18,350 relates to shares to be sold via a previous S-8
registration.
(2) Except as otherwise indicated, to the best knowledge of management of the
Company each of the persons listed or included in the group has sole voting
and investment power over all shares shown as beneficially owned.
(3) Percentages for each person listed and for the group are calculated on
the basis of the Company's total outstanding shares of 2,270,368.
INFORMATION WITH RESPECT TO THE COMPANY
This Prospectus is inclusive of this Registration Statement on Form
S-8 and its accompanied by the Company's Registration Statement on Form 10-KSB
and the Quarterly Reports on Form 10-QSB and Current Reports on Form 8-K filed
subsequent thereto. These Annual and Quarterly Reports as well as all other
reports filed by the Company pursuant to Sections 13(a), 13(c), 14 or 15(d)
of the Securities Exchange Act of 1934 are hereby incorporated by reference in
this Prospectus and may be obtained, without charge, upon the oral or written
request of any person at 17 Horton Plaza, Suite 251, San Diego, CA 92101, (360)
414-5910.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Certain Documents by Reference.
The following documents heretofore filed with the Commission by
Tollycraft Yacht Corporation (File No. 0-21087) are incorporated by reference
in this registration statement:
1. Tollycraft Yacht Corporation's Registration Statement on Form 10-SB.
2. The description of Tollycraft's common stock set forth as Exhibit
3.1, Articles of Incorporation of the Registrant, to the Current Report on
Form 8-K filed with the Securities and Exchange Commission on February 07,
1997.
3. Tollycraft's Annual Report on Form 10-KSB for the fiscal year ended
December 31, 1996.
4. Tollycraft's Quarterly Reports on Form 10-QSB for the quarters ended
March 31, 1997, June 30, 1997 and September 30, 1997.
Any statement contained in any 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 subsequently filed document which also is, or is
deemed to be, incorporated by reference herein modifies or supersedes such
statement. Except as so modified or superseded, such statement shall not be
deemed to constitute a part of this Registration Statement.
Item 4. Description of Securities
Not Applicable.
Item 5. Interests of Named Experts and Counsel
Robert C. Weaver, Jr., Esquire, has performed and continues to
perform significant legal services for the Company. Mr. Weaver holds 28,667 of
the Company's Common Shares, all of which are subject to certain resale
restrictions.
Item 6. Indemnification of Directors and Officers
Information regarding indemnification of Directors and Officers is
incorporated by reference to the Company's Registration Statement on Form 10-
SB filed with the Securities and Exchange Commission on July 23, 1996.
Item 7. Exemption from Registration Claimed.
Not Applicable
Item 8. Exhibits.
Exhibit
5 Opinion of Robert C. Weaver, Jr., Esquire
10.1 Tollycraft Yacht Corporation 1996 Employee Stock Option Plan (1)
23.1 Consent of Robert C. Weaver, Jr., Esquire (included in Exhibit 5)
23.2 Consent of Isler & Co., Inc., C.P.A.
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 the 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 the 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"
table in the effective registration statement.
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in the registration statement or any
material change to such information in the registration statement;
Provided, however, That paragraphs (a)(1)(i) and (a)(1)(ii) of this section do
not apply if the registration statement is on Form S-3, Form S-8 or Form F-3,
and 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 registrant pursuant to section 13 or section 15(d) of
the Securities Exchange Act of 1934 that are incorporated by reference in the
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 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.
(h) 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 Act 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 Act and
will be governed by the final adjudication of such issue.
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 Kelso, State of Washington, on December 10, 1997.
Registrant: Tollycraft Yacht Corporation
By:/s/_______________________________
D.R. Cooley, President
Chief Operating Officer
Chief Financial Officer
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 date indicated.
Signatures Title Date
- ---------- ----- ----
/s/ Peter D. Hobbs
- ----------------------- Director, Chairman December 10, 1997
Peter D. Hobbs Chief Executive Officer
(principal executive officer)
Secretary
/s/ D.R. Cooley
- ----------------------- Director, President December 10, 1997
D.R. Cooley Chief Financial Officer
Chief Operating Officer
EXHIBIT 5
ROBERT C. WEAVER, JR.
ATTORNEY AT LAW
4475 Mission Blvd., Suite 216
San Diego, CA 92109
(619) 270-3466: FAX (619) 270-5575
December 10, 1997
D.R. Cooley, President
Tollycraft Yacht Corporation
17 Horton Plaza, Suite 251
San Diego, CA 92101
RE: Tollycraft Yacht Corporation ("Tollycraft") Form S-8 Registration
Statement
Dear Mr. Cooley:
As special counsel for Tollycraft I have reviewed the Registration
Statement on Form S-8 (the "Registration Statement") dated as of the date of
this opinion and to be filed by Tollycraft with the Securities and Exchange
Commission with respect to 45,000 shares of the $.001 par value Tollycraft
common stock under Tollycraft Yacht Corporation's 1996 Employee Stock Option
Plan (the "Plan"). As counsel, I have examined such documents, corporate
records and instruments as I have deemed necessary or appropriate for the
purposes of this opinion.
Based on the foregoing, I am of the opinion that any shares of
Tollycraft common stock issued pursuant to the terms and conditions of the
Plan will be validly issued, fully paid and non-assessable.
I hereby consent to the filing of this opinion with the Securities
and Exchange Commission as an Exhibit to the Registration Statement.
Very truly yours,
/s/ Robert C. Weaver, Jr., Esq.
- ---------------------------
Robert C. Weaver, Jr., Esq.
EXHIBIT 10.1
TOLLYCRAFT YACHT CORPORATION
1996 EMPLOYEE STOCK OPTION PLAN
ARTICLE I
PURPOSE
The purpose of the Tollycraft Yacht Corporation ("Tollycraft" or the
"Company") 1996 Employee Stock Option Plan (hereinafter referred to as the
"Plan") is, through the opportunity for greater stock ownership, to provide
officers, consultants, directors and other key employees (all such persons
hereinafter referred to as "Key Persons") of Tollycraft and its subsidiaries
with an additional incentive to continue and increase their efforts with
respect to Tollycraft and to develop a personal and active interest in the
broader growth and greater financial success of Tollycraft. The Plan may
grant such Key Persons "Incentive" and "Nonqualified" options for the
acquisition of common shares (the "Shares" or "Option Shares") of Tollycraft.
Options granted under the Plan may be either options which are
intended to be incentive stock options within the meaning of Section 422 of
the Internal Revenue Code of 1986, as amended (the "Code"), or any successor
provision ("Incentive Options") or options that do not qualify as incentive
stock options under the Code ("Nonqualified Options"). The Company may
provide for the exercise of options in installments or otherwise and for such
periods from the date of grant as it may in its discretion determine;
provided, however, that any incentive stock option granted under the Plan
shall be exercisable for a period of not more than ten years from the date of
grant.
In the event common shares of the Company are registered pursuant to
the Securities Act 1933, as amended (the "Act"), Shares under the Plan may be
unrestricted ("unrestricted shares"), alternatively, Shares under the Plan
may be subject to restrictions imposed for common shares that have not been
registered under the Act, ("restricted shares"). Grants under the Plan may
be subject to such other terms and conditions, not inconsistent with the
Plan, as may be determined by Tollycraft.
ARTICLE II
RESERVATION OF SHARES
a) The total number of Shares of the Company which may be issued
under the Plan shall be 15,000,000 shares of the common stock of the Company.
The Shares to be optioned under the Plan may be unissued shares or treasury
shares. Shares subject to an option which remain unpurchased at the
expiration, termination or cancellation of an option shall again be available
for use under the Plan.
b) No Shares shall be issued until all of the terms and conditions
pursuant to the option granting such Shares have been satisfied. A holder of
an option shall have none of the rights of a shareholder of the Company until
the Shares are issued to such person.
ARTICLE III
ADMINISTRATION
a) The Plan shall be administered by the Board of Directors of the
Company (the "Board") or a committee of directors of the Company (the
"Committee") which shall be appointed by the Board and which shall consist of
two or more disinterested directors. In the event two or more disinterested
directors are not available to be elected to the Committee, the Board shall
act in place of the Committee. Vacancies in the Committee shall be filled by
the Board.
b) The Board or, to the extent authorized by the Board, the Committee
shall, to the extent not inconsistent with the Plan, have the power to select
Key Persons to whom options shall be granted; determine the number of
restricted or unrestricted Shares to be granted; determine the other terms
and conditions, if any, to which any grant of Shares or options shall be
subject and to amend, modify or waive any terms or conditions of any such
grant (provided, however, that no such amendment or modification shall impair
any outstanding right of any participant without the consent of such
participant, except to the extent permitted under the terms and conditions of
such grant as then in effect); and authorize any action of or make any
determination by the Company and prescribe such provisions and
interpretations in connection with the Plan as the Board or the Committee
shall deem necessary or advisable for carrying out the purposes of the Plan.
Each member of the Board or Committee, and, to the extent provided by the
Board or the Committee, any other person to whom duties or powers shall be
delegated in connection with the Plan, shall incur no liability with respect
to any action taken or omitted to be taken in connection with the Plan and
shall be fully protected in relying in good faith upon the advice of counsel,
to the fullest extent permitted under applicable law.
ARTICLE IV
ELIGIBILITY
An option may be granted to any officer or other Key Person, provided
that any person to whom an option is granted shall be a Key Person to the
Company at the time an option is granted. An Incentive Stock Option shall be
granted only to an employee of the Company.
ARTICLE V
PRICE
a) The option exercise price per Share with respect to each option
shall be based on the fair market value of such stock on the date an option
to purchase the same is granted. In making such determination, the Board or
Committee may rely on market quotations, if available, and upon independent
appraisals of the stock or such other information deemed appropriate by the
Board or Committee.
b) Any Incentive Option granted under the Plan must provide for an
exercise price of not less than 100% of the fair market value of the
underlying shares on the date of such grant; provided, however, that the
exercise price of any Incentive Option granted to an eligible employee owning
more than 10% of the outstanding Common Stock of the Company must not be less
than 110% of such fair market value as determined on the date of the grant.
ARTICLE VI
CHANGES IN PRESENT STOCK
In the event the common shares of the Company are changed into a
different number of securities by reason of stock dividends, split-ups,
recapitalizations, mergers, consolidations, combinations or exchanges of
shares and the like, the optionee of any option granted under the Plan shall
receive, upon exercise of his option, the new number of securities recorded
by the Company on account of any such change.
ARTICLE VII
EXERCISE OF OPTIONS
An optionee shall exercise an option by delivery of a signed, written
notice to the Company, specifying the number of Shares to be acquired, the
date the acquisition is to be consummated, together with payment of the full
purchase price for the Shares. The Company may accept payment from a broker
on behalf of the optionee any may, upon receipt of signed, written
instructions from the optionee, deliver the Shares directly to the broker.
The date of receipt by the Company of the final item required under this
paragraph shall be the date of exercise of the option.
ARTICLE VIII
OPTION PROVISIONS
Each option granted under the Plan shall be in such form as the Board
or Committee may from time to time approve. All options under the Plan are
intended to be granted as "incentive" or "non-qualified" stock options. All
options granted under the Plan shall be subject to the following terms and
conditions unless otherwise varied by the Board or Committee.
a) DOLLAR LIMITATIONS. Each Incentive option grant shall constitute
an "qualified" stock option eligible for favorable tax treatment under
Section 422 of the Code, provided that no more than $100,000 of such options
(based upon the fair market value of the underlying shares as of the date of
grant) can first become exercisable for any employee in any calendar year.
To the extent any option grant exceeds the $100,000 limitation, it shall
constitute a non-qualified stock option. Each stock option agreement shall
specify to which it is an incentive and/or a non-qualified stock option. For
purposes of this paragraph, options granted under all plans of the Company
and affiliated companies which are qualified under Section 422 of the
Internal Revenue Code shall be included.
b) PAYMENT. The full purchase price of the Shares acquired upon the
exercise of any option shall be paid in cash, by certified or cashier's
check, by common stock of the Company, or by cancellation of indebtedness of
the Company.
c) EXERCISE PERIOD. The period for exercising an option shall
commence not earlier than one (1) week from the date of grant and shall end
no more than ten years from the date of grant, provided however, an Incentive
Option granted to an eligible employee owning more than 10% of the Common
Stock, shall end no more than five years after the date of the grant.
Outstanding options shall become immediately exercisable in full in the event
that the Company is acquired by merger, purchase of all or substantially all
of the Company's assets, or purchase of a majority of the outstanding stock
by a single party or group acting in concert.
d) RIGHTS OF OPTIONEE BEFORE EXERCISE. The holder of an option
shall not have the right of a stockholder with respect to the Shares covered
by his or her option until such Shares have been issued to him or her upon
exercise of an option.
e) NO RIGHT TO CONTINUED EMPLOYMENT. Nothing herein shall be
construed to confer upon any optionee any right to continue in the employ of
the Company or to interfere in any way with the right of the Company as an
employer to terminate his or her employment at any time, nor to derogate from
the terms of any written employment agreement between the Company and the
optionee.
f) NON-TRANSFERABILITY OF OPTION No option shall be transferable
by the optionee otherwise than by will or by the laws of decent and
distribution, and each option shall be exercisable during the optionee's
lifetime only by the optionee.
g) DATE OF GRANT. The date on which the Board or Committee approves
the granting of an option shall be considered the date on which such option
is granted.
ARTICLE IX
RESTRICTIONS ON TRANSFER
During any period in which the offering of the Shares under the Plan
is not registered under federal and state securities laws, the optionee shall
agree in the Stock Option Agreements that they are acquiring the Shares under
the Plan for investment purposes, and not for resale, and that the Shares
cannot be resold or otherwise transferred except pursuant to registration or
unless, in the opinion of counsel for the Company, registration is not
required.
Any restrictions upon Shares acquired upon exercise of an option
pursuant to the Plan and the Stock Option Agreement shall be binding upon the
optionee and his or her heirs, executors, and administrators. Any stock
certificate issued under the Plan which is subject to restrictions shall be
endorsed so as to refer to the restrictions on transfer imposed by the Plan
and by applicable securities laws.
ARTICLE X
RELATIONSHIP TO OTHER PLANS
Nothing in this Plan shall prevent the Company or any subsidiary from
adopting or continuing other or additional compensation arrangements,
including without limitation plans providing for the granting of
restricted or unrestricted stock options and cash or common stock performance
bonuses. Grants under the Plan may form a part of or otherwise be related to
such other or additional compensation arrangements.
ARTICLE XI
AMENDMENT AND DISCONTINUANCE
The Board shall have the right at any time and from time to time to
amend, modify, or discontinue the Plan, except that (a) no such amendment,
modification, or discontinuance shall revoke or alter the terms of any valid
option previously granted in accordance with the Plan, without the consent of
the holder of the option, and (b) no action of the Board may, without
approval by the affirmative vote of a majority of the vote of the
stockholders cast at a meeting at which a quorum is present, (i) increase the
maximum number of shares subject to the Plans, or (ii) materially increase
the benefits accruing to participants under the Plan or materially modify
the requirements for eligibility under the Plan.
ARTICLE XII
GOVERNMENT REGULATION
The Plan and the grant of options thereunder shall be subject to all
applicable governmental rules and regulations; and, any other provisions of
this Plan to the contrary notwithstanding, the Board may in its discretion
and without any shareholder action, make such changes in the Plan as may be
required, in its opinion, to conform the Plan to such rules and regulations.
ARTICLE XIII
EFFECTIVE DATE OF PLAN
The Plan shall become effective on such date as the Board shall
determine, but subject to the approval by the affirmative vote of the holders
of a majority of the shares of the Company. The Plan will terminate ten years
from its effective date unless sooner terminated by the Board.
CERTIFICATE OF ADOPTION
The undersigned, duly appointed Secretary of Tollycraft, Inc., hereby
certifies that the Board of Directors and a majority of the shareholders of
the Company adopted the foregoing Plan on December 9, 1996.
TOLLYCRAFT YACHT CORPORATION
By:_______________________________________
D.R. Cooley, Secretary
TOLLYCRAFT YACHT CORPORATION
STOCK OPTION GRANT
FOR GOOD AND VALUABLE CONSIDERATION, Tollycraft Yacht Corporation, a
Nevada corporation, hereby irrevocably grants to the Key Person named below a
stock option (the "Option") to purchase any part or all of the specified
number of shares of its Common Stock upon the terms and subject to the
conditions set forth in the Tollycraft Yacht Corporation 1996 Employee Stock
Option Plan at the specified purchase price per share without commission or
other charge.
Name of Key Person:
__________________________________
Social Security Number:
__________________________________
Value of Services Performed and Unpaid: $_______________________
(If Applicable)
Exercise Price Per Option Share: $_______________________
Number of Shares covered by Option ________________________
(the "Option Shares"):
TYPE OF OPTION:
[ ] Nonqualified Option
OR
[ ] Incentive Option with a
Fair Market Value Per Option Share of: $_______________________
(If an Incentive Option, on the date of the grant, the Fair Market Value must
be not less than 100% of the Exercise Price Per Option Share, and, if the Key
Person owns more than 10% of the outstanding stock, the Fair Market Value
must not be less than 110% of the Exercise Price Per Option Share.)
The period for exercising this option shall commence on the date of this
Agreement and end on ___________________. (Ending no more than ten years from
the date of grant, provided however, an Incentive Option granted to an
eligible employee owning more than 10% of the Common Stock, shall end no more
than five years after the date of the grant. Outstanding options shall
become immediately exercisable in full in the event that the Company is
acquired by merger, purchase of all or substantially all of the Company's
assets, or purchase of a majority of the outstanding stock by a single party
or group acting in concert.)
If services have been performed and the value thereof listed above as unpaid,
the undersigned Key Person hereby elects to have the maximum amount of monies
unpaid applied to the exercise of this Option forthwith.
Date of this Agreement: _________________
TOLLYCRAFT YACHT CORPORATION
___________________________________
Key Person's Signature
By:_______________________________________ Residence Address:
___________________________________
___________________________________
EXHIBIT 23.2
Independent Auditors' Consent
We consent to the incorporation by reference in this Registration
Statement of Tollycraft Yacht Corporation on Form S-8 of our report on the
financial statements of Tollycraft Yacht Corporation as of December 31, 1996
and for the year then ended, dated October 2, 1997 appearing in and incorporated
by reference in the Form 10-KSB Annual Report of Tollycraft Yacht Corporation
and to the reference of our Firm under the caption "Experts", which is a part
of this Registration Statement.
/s/ Isler & Co., L.L.C.
Isler & Co., L.L.C.
Portland, Oregon
November 10, 1997
