<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY __, 1998
REGISTRATION NO. 33-_______
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON D.C. 20549
_____________________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
_____________________
iMALL, INC.
- --------------------------------------------------------------------------------
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
NEVADA 87-0553169
--------------------------- ---------------------------
(STATE OR OTHER JURISDICTION (I.R.S. EMPLOYEE I.D. NUMBER)
OF INCORPORATION OR ORGANIZATION)
4400 COLDWATER CANYON BLVD., SUITE 200
STUDIO CITY, CALIFORNIA 91604
---------------------------------------------------------
(Address of Principal Executive Office, including Zip Code)
1997 STOCK OPTION PLAN
---------------------------
(Full title of the agreement)
(818) 509-3600
-----------------------------------------------------------
(Telephone number, including area code, of agent for service)
COPIES TO:
DAVID L. FICKSMAN, ESQ.
LOEB & LOEB LLP
1000 WILSHIRE BOULEVARD, SUITE 1800
LOS ANGELES, CALIFORNIA 90017
(213) 688-3698
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
==================================================================================================
PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
TITLE OF SECURITIES AMOUNT TO BE OFFERING PRICE AGGREGATE OFFERING REGISTRATION
TO BE REGISTERED REGISTERED/(1)/ PER UNIT/(2)/ PRICE FEE
- --------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
COMMON STOCK 1,000,000 $9.41 $9,410,000 $2,775.95
==================================================================================================
</TABLE>
(1) DETERMINED PURSUANT TO RULE 457(h).
(2) ESTIMATED SOLELY FOR THE PURPOSE OF CALCULATING THE REGISTRATION FEE
PURSUANT TO RULE 457(c) AND (h), BASED ON THE AVERAGE OF THE HIGH AND LOW
PRICES ON MAY 13, 1998.
<PAGE>
PROSPECTUS FOR RESALES
The material which follows, up to but not including the page beginning
Part II of this Registration Statement, constitutes a prospectus, prepared on
Form S-3, in accordance with General Instruction C to Form S-8, to be used in
connection with resales of securities acquired under the 1997 Stock Option Plan
by affiliates of iMall, Inc., as defined in Rule 405 under the Securities Act of
1933, as amended.
PROSPECTUS
iMALL, INC.
COMMON STOCK
This Prospectus relates to shares of Common Stock of iMall, Inc. (the
"Company") which may be offered from time to time by the people named under
"Selling Security Holders" in the over the counter market, where the Company's
Common Stock currently is traded, or on securities exchanges, through automated
quotation systems or in other markets where the Common Stock may be traded, or
in negotiated transactions, at prices and on terms then available. The
respective Selling Security Holders will pay any brokerage fees or commissions
relating to sales by them. See "Method of Sale." The Company will receive no
part of the proceeds of any such sales. The principal executive office of the
Company is located at 4400 Coldwater Canyon Blvd., Suite 200, Studio City,
California 91604.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED
BY THE SECURITIES AND EXCHANGE COMMISSION NOR HAS
THE COMMISSION PASSED UPON THE ACCURACY OR
ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY
IS A CRIMINAL OFFENSE.
No person has been authorized to give any information or to make any
representations not contained in this Prospectus. Any information or
representation not contained herein must not be relied upon as having been
authorized by the Company. This Prospectus does not constitute an offer to sell
any of the securities covered by this Prospectus by the Company in any state to
any person to whom it is unlawful for the Company to make such offer. Neither
the delivery of this Prospectus nor any sale made hereunder shall, under any
circumstances, create an implication that there has been no change in the
affairs of the Company since the date hereof or since the dates as of which
information has been incorporated herein.
2
<PAGE>
The expenses of preparing and filing the Registration Statement of
which this Prospectus is a party are being borne by the Company.
________________________
The date of this Prospectus is May __, 1998
3
<PAGE>
TABLE OF CONTENTS
<TABLE>
<CAPTION>
<S> <C>
Available Information...................................................... 4
Incorporation by Reference................................................. 4
Selling Security Holders................................................... 5
Method of Sale............................................................. 5
SEC Position Regarding Indemnification..................................... 5
</TABLE>
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the
Securities Exchange Act of 1934, and in accordance with that Act files reports
and other information with the Securities and Exchange Commission. All reports,
proxy statements and other information filed with the Securities and Exchange
Commission by the Company can be inspected and copied at the public reference
facilities maintained by the Commission at 450 Fifth Street, N.W., Washington,
D.C. 20549, and at the following Regional Offices of the Commission: 7 World
Trade Center, New York, New York 10048, 500 West Madison Street, Suite 1400,
Chicago, Illinois 60661-2511 and 11th floor, 5670 Wilshire Boulevard, Los
Angeles, California 90036. Copies of that material can also be obtained from
the Public Reference Section of the Commission at 450 Fifth Street, N.W.,
Washington, D.C. 20549, at prescribed rates. The Commission maintains a web
site that contains reports, proxy and information statements and other
information regarding issuers that file electronically with the Commission. The
address of such site is (http://www.sec.gov)
INCORPORATION BY REFERENCE
The Company incorporates by reference into this Prospectus (a) the
Company's Annual Report on Form 10-KSB for the year ended December 31, 1997, (b)
the Company's Quarterly Report on Form 10-QSB for the quarter ended March 31,
1998, (c) all documents filed by the Company pursuant to Section 13(a) or 15(d)
of the Securities Exchange Act of 1934 since December 31, 1997, and (d) the
description of the Company's Common Stock included in its registration statement
under Section 12 of the Securities Exchange Act of 1934 relating to the Common
Stock, including any amendment or report filed for the purpose of updating such
description. All documents subsequently filed by the Company pursuant to
Sections 13(a), 14(c), 14 and 15(d) of the Securities Exchange Act of 1934,
prior to the filing of a post-effective amendment which indicates that all
securities offered have been sold or which deregisters all securities then
remaining unsold, will be deemed to be incorporated by reference in this
Registration Statement and to be part of it from the date of filing such
documents. Copies of all documents which are incorporated by reference will be
provided without charge to anyone to whom this prospectus is delivered upon a
written or oral request to iMall, Inc., 4400 Coldwater Canyon Blvd., Suite 200,
Studio City, California 91604, Attention: Chief Financial Officer, telephone
number (818) 509-3600.
4
<PAGE>
SELLING SECURITY HOLDERS
The Prospectus relates to possible sales by officers and directors of
the Company of shares of Common Stock purchased by them through the exercise of
options granted to them under the Company's 1997 Stock Option Plan (the "Stock
Option Plan"). The names of those Selling Securities Holders are not known by
the Company at this time and will be provided by the Company, along with the
number of shares of Common Stock owned by each of them and the number of shares
to be resold, in a supplement to this Prospectus pursuant to General Instruction
C(3) to Form S-8 and Rule 424(b) under the Securities Act of 1933.
METHOD OF SALE
The Company anticipates that any sales of the shares offered by this
Prospectus by Selling Security Holders will be made to the public in the over
the counter market where the Company's Common Stock currently is traded or on
securities exchanges, through automated quotation systems or in other markets
where the Company's Common Stock may be traded, or in negotiated transactions.
The Company anticipates that sales will be at prices current when the sales take
place. Sales may involve payment of brokers' commissions by Selling Security
Holders. Sales may also be made pursuant to Rule 144 promulgated under the
Securities Act of 1933, as amended (the "Act") without delivery of this
Prospectus. There is no present plan of distribution.
SEC POSITION REGARDING INDEMNIFICATION
The Company's by-laws provide for indemnification of officers and
directors.
Insofar as indemnification for liabilities arising under the Act might
be permitted to directors, officers or persons controlling the Company under the
provisions described above, the Company has been informed that in the opinion of
the Securities and Exchange Commission such indemnification is against public
policy as expressed in that Act and is therefore unenforceable.
5
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
---------------------------------------
The following documents of iMall, Inc. (the "Company") previously
filed with the Securities and Exchange Commission (the "Commission") by the
Company are incorporated into this Registration Statement by reference:
(a) The Company's Annual Report on Form 10-KSB for the fiscal year
ended December 31, 1997;
(b) The Company's Quarterly Report on Form 10-QSB for the quarter
ended March 31, 1998; and
(c) The description of the Company's common stock contained in the
Company's registration statement filed with the Commission under Section 12 of
the Securities Exchange Act of 1934, as amended, including any amendment or
report filed for the purpose of updating such description.
All documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended,
prior to the filing of a post-effective amendment which indicates that all
shares offered hereunder have been sold or deregisters all securities then
remaining unsold, shall be deemed to be incorporated by reference herein and to
be a part hereof from the date of filing such documents.
ITEM 4. DESCRIPTION OF SECURITIES.
-------------------------
No description of the class of securities to be offered is required
under this item because the class of securities to be offered is registered
under Section 12 of the Exchange Act.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
--------------------------------------
No such interests.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
-----------------------------------------
As authorized by Section 78.751 of the Nevada General Corporation Law,
the Company may indemnify its officers and directors against expenses incurred
by such persons in connection with any threatened, pending or completed action,
suit or proceedings, whether civil, criminal, administrative or investigative,
involving such persons in their capacities as officers and directors, so long as
such persons acted in good faith and in a manner which they reasonably believed
to be in the best interests of the Company. If the legal proceeding,
6
<PAGE>
however, is by or in the right of the Company, the director or officer may not
be indemnified in respect of any claim, issue or matter as to which he is
adjudged to be liable for negligence or misconduct in the performance of his
duty to the Company unless a court determines otherwise.
Under Nevada law, corporations may also purchase and maintain
insurance or make other financial arrangements on behalf of any person who is or
was a director or officer (or is serving at the request of the corporation as a
director or officer of another corporation) for any liability asserted against
such person and any expenses incurred by him in his capacity as a director or
officer. These financial arrangements may include trust funds, self insurance
programs, guarantees and insurance policies.
Article 6.E of the Articles of Incorporation of the Company and
Article 5 of the Bylaws of the Company provide that, to the fullest extent
permitted by law, directors of the Company will not be liable for monetary
damages to the Company or its shareholders for breaches of their fiduciary
duties.
The Company maintains Director and Officer liability insurance with an
aggregate coverage amount of $10,000,000.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
-----------------------------------
Not Applicable.
ITEM 8. EXHIBITS.
--------
The following is a complete list of exhibits filed as a part of this
Registration Statement, which Exhibits are incorporated herein.
4.1 1997 Stock Option Plan
5.1 Opinion of Loeb & Loeb LLP (including consent)
23.1 Consent of Arthur Andersen LLP
ITEM 9. UNDERTAKINGS.
------------
The undersigned Registrant hereby undertakes:
(a) For purposes of determining any liability under the Securities
Act, each filing of the Registrant's annual report pursuant to Section 13(a) or
15(d) of the Exchange
7
<PAGE>
Act, that is incorporated by reference in the registration statement shall be
deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.
(b) Insofar as indemnification for liabilities arising under the
Securities Act 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 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 and will be governed by the final adjudication of such issue.
8
<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 Los Angeles, California, on May ___, 1998.
iMALL, INC.
By: /s/ Richard M. Rosenblatt
--------------------------------
Name: Richard M. Rosenblatt, Chairman
of the Board and Chief
Executive Officer
By: /s/ Mark R. Comer
---------------------------------
Name: Mark R. Comer, President and
Director
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.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Richard M. Rosenblatt Chairman of the Board and May 13, 1998
- ---------------------------- Chief Executive Officer
Richard M. Rosenblatt
/s/ Mark R. Comer President and Director May 13, 1998
- ----------------------------
Mark R. Comer
/s/ Anthony P. Mazzarella Executive Vice May 13, 1998
- ---------------------------- President,
Anthony P. Mazzarella Chief Financial Officer,
Secretary-Treasurer and
Director
/s/ Craig Pickering Director May 13, 1998
- ----------------------------
Craig Pickering
</TABLE>
9
<PAGE>
<TABLE>
<S> <C> <C>
/s/ Marshall Geller
- ----------------------- Director May 13, 1998
Marshall Geller
/s/ Harold Blue Director May 13, 1998
- -----------------------
Harold Blue
/s/ Leonard Schiller Director May 13, 1998
- -----------------------
Leonard Schiller
/s/ Richard Rogel Director May 13, 1998
- -----------------------
Richard Rogel
/s/ Howard Goldberg Director May 13, 1998
- -----------------------
Howard Goldberg
</TABLE>
10
<PAGE>
EXHIBIT INDEX
-------------
<TABLE>
<CAPTION>
Exhibit No. Description Page
- ----------- ----------- ----
<S> <C>
4.1 1997 Stock Option Plan 12
5.1 Opinion of Loeb & Loeb LLP (including consent) 19
23.1 Consent of Arthur Andersen LLP 20
</TABLE>
11
<PAGE>
iMALL, INC.
1997 STOCK OPTION PLAN
1. PURPOSE. The purpose of the Plan is to provide additional incentive
-------
to those directors, officers, and key employees and consultants of the Company
whose substantial contributions are essential to the continued growth and
success of the Company's business in order to strengthen their commitment to the
Company, to motivate such directors, officers, and employees and consultants to
faithfully and diligently perform their assigned responsibilities and to attract
and retain competent and dedicated individuals whose efforts will result in the
long-term growth and profitability of the Company. To accomplish such purposes,
the Plan provides that the Company may grant Incentive Stock Options or
Nonqualified Stock Options.
2. DEFINITIONS. For purposes of this Plan:
-----------
(a) "Agreement" means the written agreement evidencing the grant of an
Option setting forth the terms and conditions thereof.
(b) "Board" means the Board of Directors of the Company.
(c) "Cause" means, unless otherwise defined in the particular
Agreement evidencing the grant of an Option or an employment agreement covering
the Optionee, (i) the willful neglect or refusal to perform the Optionee's
duties or responsibilities or the willful taking of actions which materially
impair the Optionee's ability to perform the Optionee's duties or
responsibilities which continues after being brought to the attention of the
Optionee (other than any such failure resulting from the Optionee's incapacity
due to physical or mental illness) or (ii) the willful act or failure to act by
the Optionee which is materially injurious to the Company.
(d) "Change in Capitalization" means any increase, reduction, or
change or exchange of Shares for a different number or kind of shares or other
securities of the Company by reason of a reclassification, recapitalization,
merger, consolidation, reorganization, issuance of warrants or rights, stock
dividend, stock Split Or reverse stock split, combination or exchange of shares,
repurchase of shares, change in corporate structure or otherwise.
(e) "Code" means the Internal Revenue Code of 1986, as amended.
(f) "Committee" means the Compensation Committee of the Board or such
other committee appointed by the Board to administer the Plan and to perform the
functions set forth herein.
(g) "Company" means iMall, Inc., a Nevada corporation.
(h) "Eligible Employee" means any director, officer or key employee or
consultant of the Company designated by the Committee as eligible to receive
Options subject to the conditions set forth herein.
(i) "Exchange Act" means the Securities Exchange Act of 1934, as
amended.
Exhibit 4.1
12
<PAGE>
(j) "Fair Market Value" means the fair market value of the Shares as
determined by the Committee in its sole discretion; provided, however, that (A)
-------- -------
if the Shares are admitted to trading on a national securities exchange, Fair
Market Value on any date shall be the last sale price reported for the Shares on
such exchange on such date or on the last date preceding such date on which a
sale was reported, (B) if the Shares are admitted to quotation on the National
Association of Securities Dealers Automated Quotation System ("NASDAQ") or other
comparable quotation system and have been designated as a National Market System
("NMS") security, Fair Market Value on any date shall be the last sale price
reported for the Shares on such system on such date or on the last day preceding
such date on which a sale was reported, or (C) if the Shares are admitted to
quotation on NASDAQ and have not been designated a NMS security, Fair Market
Value on any date shall be the average of the highest bid and lowest asked
prices of the Shares on such system on such date.
(k) "Incentive Stock Option" means an Option within the meaning of
Section 422 of the Code.
(l) "Nonqualified Stock Option" means an Option which is not an
Incentive Stock Option.
(m) "Option" means at Incentive Stock Option, a Nonqualified Stock
Option, or either or both of them, as the context requires.
(n) "Optionee" means a person to whom an Option has been granted under
the Plan.
(o) "Parent" means any corporation in an unbroken chain of
corporations ending with the Company, if each of the corporations other than the
Company owns stock possessing 50% or more of the total combined voting power of
all classes of stock of one of the other corporations in such chain.
(p) "Plan" means the iMall, Inc. 1997 Stock Option Plan, as amended
from time to time.
(q) "Securities Act" means the Securities Act of 1933, as amended.
(r) "Shares" means of the common stock, par value $.001 per share of
the Company (including any new, additional or different stock or securities
resulting from a Change in Capitalization).
(s) "Ten-Percent Stockholder" means an Eligible Employee, who, at the
time an Incentive Stock Option is to be granted to such Eligible Employee, owns
(within the meaning of Section 422(b)(6) of the Code) stock possessing more than
ten percent (10%) of the total combined voting power of all classes of stock of
the Company, a Parent or a Subsidiary within the meaning of Sections 422(e) and
422(f), respectively, of the Code.
3. ADMINISTRATION.
--------------
(a) The Plan shall be administered by the Committee which shall hold
meetings at such times as may be necessary for the proper administration of the
Plan. The Committee shall keep minutes of its meetings. A majority of the
Committee shall constitute a quorum and a majority of a quorum may authorize any
action. Any decision reduced to writing and signed by a majority of the members
of the Committee shall be fully effective as if it had been made at a meeting
duly held. No member of the Committee shall be personally liable for any
action, determination or interpretation made in good faith with respect to the
Plan or Options, and all members of the Committee shall be fully indemnified by
the Company with respect to any such action, determination or interpretation.
The Company shall pay all expenses incurred in the administration of the Plan.
(b) Subject to the express terms and conditions set forth herein, the
Committee shall have the power firm time to time:
13
<PAGE>
(i) to determine those Eligible Employees to whom Options shall be
granted under the Plan and the number of Nonqualified Options and/or
Incentive Stock Options to be granted to each Eligible Employee and to
prescribe the terms and conditions (which need not be identical) of each
Option including the purchase price per Share of each Option;
(ii) to construe and interpret the Plan and the Options granted
hereunder and to establish, amend and revoke rules and regulations for the
administration of the Plan, including, but not limited to, correcting any
defect or supplying any omission, or reconciling any inconsistency in the
Plan or in any Agreement, in the manner and to the extent it shall deem
necessary or advisable to make the Plan fully effective, and all decisions
and determinations by the Committee in the exercise of this power shall be
final and binding upon the Company and the Optionees, as the case may be:
(iii) to determine the duration and purposes for leaves of absence
which may be granted to an Optionee without constituting a termination of
employment or service for purposes of the Plan; and
(iv) generally, to exercise such powers and to perform such acts as
are deemed necessary or advisable to promote the best interests of the
Company with respect to the Plan.
4. STOCK SUBJECT TO PLAN.
---------------------
(a) The maximum number of Shares that may be issued or transferred
pursuant to Options is 6,000,000 (or the number and kind of share of stock or
other securities which are substituted for those Shares or to which those Shares
are adjusted upon a Change in Capitalization), and the Company shall reserve for
the purposes of the Plan, out of its authorized but unissued Shams or out of
Shares held in the Company's treasury, or partly out of each, such number of
Shares as shall be determined by the Board.
(b) Whenever any outstanding Option or portion thereof expires, is
cancelled or is otherwise terminated (other than by exercise of the Option), the
Shares allocable to the unexercised portion of such Option may again be the
subject of Options hereunder.
5. ELIGIBILITY. Subject to the provisions of the Plan, the Committee
-----------
shall have full and final authority to select those Eligible Employees who will
receive Options.
6. OPTIONS. The Committee may grant Options in accordance with the Plan,
-------
the terms and conditions of which shall beset forth in an Agreement. Each
Option and Agreement shall be subject to the following conditions:
(a) Purchase Price. The purchase price or the manner in which the
--------------
purchase price is to be determined for Shares under each Option shall be set
forth in the Agreement; provided, however, in the case of an Incentive Stock
-------- -------
Option the purchase price per Share under the Option shall not be less than 100%
of the Fair Market Value of a Share at the time the Option is granted (110% of
the Fair Market Value of a Share at the time the Option is granted in the case
of an Incentive Stock Option granted to a Ten-Percent Stockholder).
(b) Duration. Options granted hereunder shall be for such term as the
--------
Committee shall determine, provided that no Option shall be exercisable after
the expiration of ten (10) years from the date it is granted (five (5) years in
the case of an Incentive Stock Option granted to a Ten-Percent Stockholder).
The Committee may, subsequent to the granting of any Option, extend the term
thereof but in no event shall the term as so extended exceed the maximum term
provided for in the preceding sentence.
(c) Transferability.
---------------
14
<PAGE>
(i) Subject to Section (c)(ii), no Option issued under the Plan
shall be assignable or transferable by an Optionee other than by will or the
laws of descent and distribution. An Option awarded to an Optionee during such
Optionee's lifetime shall be exercisable only by an Optionee or his or her
guardian or legal representative.
(ii) Notwithstanding Section (c)(i), in the case of a Nonstatutory
Stock Option, an Optionee shall be permitted to transfer the Option to the
Optionee's spouse, adult lineal descendants, adult spouses of adult lineal
descendants and trusts for the benefit of the Optionee's minor or adult lineal
descendants (a "Related Transferee") if the Option Agreement under which the
Option is granted so specifies. If the Option is transferred to a Related
Transferee pursuant to the preceding sentence, the Related Transferee shall,
upon exercise of the Option, hold the Option Stock subject to all the provisions
of the transferor's Option Agreement in the same manner as the transferor and
shall execute and deliver to the Company such instruments as the Company shall
require to evidence the same.
(d) Vesting. The terms pertaining to the exercise of Options shall be
-------
as determined by the Committee and the Committee may accelerate the
exercisability of any Option or portion thereof at any time.
(e) Termination of Employment. Unless otherwise set forth in the
-------------------------
Agreement, in the event that an Optionee ceases to be employed by the Company,
any outstanding Options held by such Optionee shall, unless the Agreement
evidencing such option provides otherwise, terminate as follows:
(i) If the Optionee's termination of employment is due to his death,
disability or, in the case of a Nonqualified Stock Option, retirement, the
Option (to the extent exercisable at the time of the Optionee's termination of
employment) shall be exercisable for a period of one (1) year following such
termination of employment, and shall thereafter terminate;
(ii) If the Optionee's termination of employment is by the Company
for Cause, the Option shall terminate on the date of the Optionee's
termination of employment; and
(iii) If the Optionee's termination of employment is for any other
reason, the Option (to the extent exercisable at the time of the Optionee's
termination of employment) shall be exercisable for a period of ninety (90)
days following such termination of employment, and shall thereafter terminate.
Notwithstanding the foregoing, the Committee may provide, either at the
time an Option is granted or thereafter, that the Option may be exercised after
the periods provided for in this Section 6(e), but in no event beyond the term
of the Option.
(f) Method of Exercise. The exercise of an Option shall be made only
------------------
by a written notice delivered to the Secretary of the Company at the Company's
principal executive office specifying the number of Shares to be purchased and
accompanied by payment therefor and otherwise in accordance with the Agreement
pursuant to which the Option was granted. The purchase price for any Shares
purchased pursuant to the exercise of an Option shall be paid in full upon such
exercise in cash, by check, or, at the discretion of the Committee and upon such
terms and conditions as the Committee shall approve, by transferring Shares to
the Company or by a cashless exercise procedure. Any Shares transferred to the
Company as payment of the purchase price under an Option shall be valued at
their Fair Market Value on the day preceding the date of exercise of such
Option. If requested by the Committee, the Optionee shall deliver the Agreement
evidencing the Option to the Secretary of the Company who shall endorse thereon
a notation of such exercise and return such Agreement to the Optionee. Not less
than 100 Shares may be purchased at any time upon the exercise of an Option
unless the number of Shares so purchased constitutes the total number of shares
then purchasable under the Option.
15
<PAGE>
(g) Rights of Optionees. No optionee shall be deemed for any purpose
-------------------
to be the owner of any Shares subject to any Option unless and until (i) the
Option shall have been exercised pursuant to the terms thereof, (ii) the Company
shall have issued and delivered the Shares to the Optionee and (iii) the
Optionee's name shall have been entered as a stockholder of record on the books
of the Company. Thereupon, the Optionee shall have full voting, dividend and
other ownership rights with respect to such Shares.
7. ADJUSTMENT UPON CHANGES IN CAPITALIZATION.
-----------------------------------------
(a) In the event of a Change in Capitalization, the Committee shall
conclusively determine the appropriate adjustments, if any, to the maximum
number and class of shares of stock with respect to which options may be granted
under the Plan, the number and class of shares of stock as to which Options have
been granted under the Plan, and the purchase price therefor, if applicable.
Notwithstanding the foregoing, in the event of a Change in Capitalization
involving a merger, consolidation, reorganization, change in control or similar
event, the following shall apply: (a) the survivor or acquiror, as the case may
be, (the "Buyer") shall have the right to assume the Options or replace the
Options by similar options to acquire the Buyer's stock, (b) the Company may
accelerate all Options on or before the closing of the Change in Capitalization
subject to the availability of a reasonable period of time for the Optionees to
exercise the Options, or (c) the Company may cash out the outstanding Options
based on the then fair market value of the Options.
(b) Any such adjustment in the Shares or other securities subject to
outstanding Incentive Stock Options (including any adjustments in the purchase
price) shall be made in such manner as not to constitute a modification as
defined by Section 424(h)(3) of the Code and only to the extent otherwise
permitted by Sections 422 and 424 of the Code.
8. TERMINATION AND AMENDMENT OF THE PLAN. The Plan shall terminate on
-------------------------------------
the day preceding the tenth anniversary of its effective date, except with
respect to Options outstanding on such date, and no Options may be granted
thereafter. The Board may sooner terminate or amend the Plan at any time, and
from time to time; provided, however, that, except as provided in Section 7
-------- -------
hereof, no amendment shall be effective unless approved by the stockholders of
the Company where stockholder approval of such amendment is required (a) to
comply with Rule 16b-3 under the Exchange Act subsequent to the registration of
a class of equity securities of the Company under Section 12 of the Exchange Act
or (b) to comply with any other law, regulation or stock exchange rule. Except
as provided in Section 7 hereof, rights and obligations under any Option granted
before any amendment of the Plan shall not be adversely altered or impaired by
such amendment, except with the consent of the Optionee.
9. NON-EXCLUSIVITY OF THE PLAN. The adoption of the Plan by the Board
---------------------------
shall not be construed as amending, modifying or rescinding any previously
approved incentive arrangement or as creating any limitations on the power of
the Board to adopt such other incentive arrangements as it may deem desirable,
including, without limitation, the granting of stock options otherwise than
under the Plan, and such arrangements may be either applicable generally or only
in specific cases.
10. LIMITATION OF LIABILITY. As illustrative of the limitations of
-----------------------
liability of the Company, but not intended to be exhaustive thereof, nothing in
the Plan shall be construed to:
(a) give any person any right to be granted an Option other than at
the sole discretion of the Committee;
(b) give any person any rights whatsoever with respect to Shares
except a specifically provided in the Plan;
(c) limit in any way the right of the Company to terminate the
employment of any person at any time; or
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(d) be evidence of any agreement or understanding, expressed or
implied, that the Company will employ any person in any particular position, at
any particular rate of compensation or for any particular period of time.
11. REGULATIONS AND OTHER APPROVALS; GOVERNING LAW.
----------------------------------------------
(a) This Plan and the rights of all persons claiming hereunder shall
be construed and determined in accordance with the laws of the State of Utah
without giving effect to the choice of law principles thereof.
(b) The obligation of the Company to sell or deliver Shares with
respect to Options granted under the Plan shall be subject to all applicable
laws, rules and regulations, including all applicable federal and state
securities laws, and the obtaining of all such approvals by governmental
agencies as may be deemed necessary or appropriate by the Committee.
(c) Subsequent to the registration of a class of equity securities of
the Company under Section 12 of the Exchange Act, any provisions of the Plan
inconsistent with Rule 16b-3 under the Exchange Act shall be inoperative and
shall not affect the validity of the Plan.
(d) Except as otherwise provided in Section 8, the Board may make such
changes as may be necessary or appropriate to comply with the rules and
regulations of any government authority or to obtain for Optionees granted
Incentive Stock Options, the tax benefits under the applicable provisions of the
Code and regulations promulgated thereunder.
(e) Each Option is subject to the requirement that, if at any time the
Committee determines, in its absolute discretion, that the listing, registration
or qualification of Shares issued pursuant to the Plan is required by any
securities exchange or under any state or federal law, or the consent or
approval of any governmental regulatory body is necessary or desirable as a
condition of, or in connection with, the grant of an Option or the issuance of
Shares, no Options shall be granted or payment made or Shares issued, in whole
or in part, unless listing, registration, qualification consent or approval has
been effected or obtained free of any conditions as acceptable to the Committee.
(f) In the event that the disposition of Shares acquired pursuant to
the Plan is not covered by a then current registration statement under the
Securities Act and is no not otherwise exempt from such registration, such
Shares shall be restricted against transfer to the extent required by the
Securities Act or regulations thereunder, and the Committee may require an
Optionee receiving Shares pursuant to the Plan, as a condition precedent to
receipt of such Shares, to represent to the Company in writing that the Shares
acquired by such Optionee are acquired for investment only and not with a view
to distribution.
12. MISCELLANEOUS.
-------------
(a) Multiple Agreements. The terms of each Option may differ from
-------------------
other Options granted under the Plan at the same time, or at any other time.
The Committee may also grant more than one Option to a given Optionee during the
term of the Plan, either in addition to, or in substitution for, one or more
Options previously granted to that Optionee. The grant of multiple Options may
be evidenced by a single Agreement or multiple Agreements, as determined by the
Committee.
(b) Withholding of Taxes. The Company shall have the right to deduct
--------------------
from any payment of cash to any Optionee an amount equal to the federal, state
and local income taxes and other amounts required by law to be withheld with
respect to any Option. Notwithstanding anything to the contrary contained
herein, if an Optionee is entitled to receive Shares upon exercise of an Option,
the Company shall have the right to require such Optionee, prior to the delivery
of such Shares, to pay to the Company the amount of any federal, state or
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local income takes and other amounts which the Company is required by law to
withhold. The Agreement evidencing any Incentive Stock Options granted under
this Plan shall provide that if the Optionee makes a disposition, within the
meaning of Section 424(c) of the Code and regulations promulgated thereunder, of
any Share or Shares issued to such Optionee pursuant to such Optionee's exercise
of the Incentive Stock Option, and such disposition occurs within the two-year
period commencing on the day after the date of grant of such Option or within
the one year period commencing on the day after the sale or transfer of the
Share or Shares to the Optionee pursuant to the exercise of such Option, such
Optionee shall, within ten (10) days of such disposition, notify the Company
thereof and thereafter immediately deliver to the Company any amount of federal,
state or local income taxes and other amounts which the Company informs the
Optionee the Company is required to withhold.
(c) Designation of Beneficiary. Each Optionee may, with the consent
--------------------------
of the Committee, designate a person or persons to receive in event of such
Optionee's death, any Option or any amount of Shares payable pursuant thereto,
to which such Optionee would then be entitled. Such designation will be made
upon forms supplied by and delivered to the Company and may be revoked or
changed in writing. in the event of the death of an Optionee and in the absence
of a beneficiary validly designated under the Plan who is living at the time of
such Optionee's death, the Company shall deliver such Options and/or amounts
payable to the executor or administrator of the estate of the Optionee, or if no
such executor or administrator has been appointed (to the knowledge of the
Company), the Company, in its discretion, may deliver such Options and/or
amounts payable to the spouse or to any one or more dependents or relatives of
the Optionee, or if no spouse, dependent or relative is known to the Company,
then to such other person as the Company may designate.
13. EFFECTIVE DATE. The effective date of the Plan is January 31, 1997.
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LOEB & LOEB LLP LOS ANGELES
A LIMITED LIABILITY PARTNERSHIP NEW YORK
INCLUDING PROFESSIONAL CORPORATIONS NASHVILLE
ATTORNEYS AT LAW WASHINGTON, D.C.
1000 WILSHIRE BOULEVARD . SUITE 1800 ROME
LOS ANGELES, CALIFORNIA 90017-2475
TELEPHONE: 213-688-3400 . FACSIMILE: 213-688-3460
WRITER'S DIRECT DIAL NUMBER
213-688-3698
email: [email protected]
May 13, 1998
iMall, Inc.
4400 Coldwater Canyon Boulevard, Suite 200
Studio City, California 91604
Re: Registration Statement on Form S-8
----------------------------------
Ladies and Gentlemen:
We are counsel to iMall, Inc., a Nevada corporation (the "Company"), and
have assisted in connection with the preparation and filing with the Securities
and Exchange Commission of a Registration Statement of the Company on Form S-8
(the "Registration Statement") covering 1,000,000 shares (the "Shares") of the
common stock of the Company issuable pursuant to the exercise of options issued
under the Company's 1997 Stock Option Plan.
We have examined the proceedings heretofore taken and am familiar with the
procedures proposed to be taken by the Company in connection with the
authorization, issuance and sale of the Shares.
It is our opinion that the Shares to be issued and sold by the Company
pursuant to the Registration Statement will be, when sold and paid for pursuant
to the terms of the Plan, validly issued, fully paid for and non-assessable.
We hereby consent to the use of our opinion as an exhibit to the
Registration Statement.
Sincerely,
/s/ David L. Ficksman
David L. Ficksman
of Loeb & Loeb LLP
Exhibit 5.1
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ARTHUR
ANDERSEN
Consent of Independent Public Accountants
-----------------------------------------
As independent public accountants, we hereby consent to the incorporation, by
reference in the Form S-8 Registration Statement, of our report dated March 25,
1998 with respect to the consolidated financial statements and schedule of
iMALL, Inc. included in iMALL, Inc.'s Form 10-KSB for its fiscal year ended
December 31, 1997 filed with the Securities and Exchange Commission.
/s/ Arthur Andersen LLP
ARTHUR ANDERSEN LLP
Los Angeles, California
May 12, 1998
Exhibit 23.1
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