<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 8, 1999
REGISTRATION NO. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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IMRglobal CORP.
(Exact name of Registrant as Specified in Its Charter)
FLORIDA 59-2911475
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
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100 SOUTH MISSOURI AVENUE
CLEARWATER, FLORIDA 33756
(727) 467-8000
(Address of Registrant's Principal Executive Offices, including Zip Code)
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IMRglobal CORP.
1999 EMPLOYEE STOCK INCENTIVE PLAN
(Full Title of the Plan)
DILIP PATEL
VICE PRESIDENT AND CO-GENERAL COUNSEL
IMRglobal CORP.
100 SOUTH MISSOURI AVENUE
CLEARWATER, FLORIDA 33756
(727) 467-8000
(Name, Address, and Telephone Number,
Including Area Code, of Agent for Service)
COPY TO:
THOMAS J. EGAN, JR., ESQ.
BAKER & MCKENZIE
815 CONNECTICUT AVENUE, N.W.
WASHINGTON, DC 20006
(202) 452-7050
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CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
PROPOSED
MAXIMUM
AMOUNT TO PROPOSED MAXIMUM AGGREGATE AMOUNT OF
TITLE OF SECURITIES TO BE BE OFFERING-PRICE-PER OFFERING REGISTRATION
REGISTERED REGISTERED SHARE(2) PRICE(2) FEE(2)
- ------------------------------------- ------------- ------------------ ----------- -------------
<S> <C> <C> <C> <C>
Common Stock, par value $.10 per 2,000,000 (1) $16.063 $32,126,000 $8,931.03
share(2)
</TABLE>
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(1) The maximum number of shares of common stock issuable upon exercise of
options granted or to be granted under the IMRglobal Corp. 1999 Employee
Stock Incentive Plan consists of 2,000,000 shares which are being
registered under this Registration Statement and for which a registration
fee is being paid. Additionally, an indeterminate number of additional
shares which may be offered and issued to prevent dilution resulting from
stock splits, stock dividends or similar transactions are being registered
hereunder for which no additional fee is required.
(2) Under Rule 457(h) of the Securities Act of 1933, as amended, the
registration fee may be calculated based upon the average of the high and
low sales prices of the common stock of IMRglobal Corp. as reported on the
NASDAQ National Market on September 7, 1999 (a date within 5 business days
prior to filing of this Registration Statement) of $16.063 per share for a
total offering of $32,126,000.
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
ITEM 1. PLAN INFORMATION
The documents containing the information specified in Part I of Form
S-8 will be sent or given to employees of IMRglobal Corp. (the "Company") as
specified by Rule 428(b)(1) promulgated under the Securities Act of 1933, as
amended (the "Securities Act"). Such documents will not be filed with the
Securities and Exchange Commission (the "SEC"). These documents, together with
the documents incorporated by reference into this Registration Statement,
pursuant to Item 3 of Part II hereof, constitute a prospectus that meets the
requirements of Section 10(a) of the Securities Act.
ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION
The Company shall furnish without charge to each participant in the
Company's 1999 Employee Stock Incentive Plan (the "Plan"), on the written or
oral request of such person, a copy of any or all of the documents incorporated
by reference in Item 3 of Part II of this Registration Statement, which
documents are incorporated by reference in the Section 10(a) prospectus, as well
as any document required to be delivered to employees pursuant to Rule 428(b)
under the Securities Act. Requests should be directed to IMRglobal Corp., 100 S.
Missouri Avenue, Clearwater, Florida 33756, (727) 467-8000.
All information in this Registration Statement and the prospectus is
qualified in its entirety by the detailed information, including financial
statements, appearing in the documents incorporated herein or therein by
reference.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents filed by the Company with the SEC are hereby
incorporated by reference in this Registration Statement:
(a) The Company's latest annual report on Form 10-K filed pursuant
to Section 13(a) or 15(d) of the Securities Exchange Act of
1934 (the "Exchange Act").
(b) All other reports filed pursuant to Section13(a) or 15(d) of
the Exchange Act since the end of the fiscal year covered by
the Company's document referred to in (1) above.
(c) The description of the Company's common stock contained in the
Company's Registration Statement on Form 8-A filed with the
SEC pursuant to Section 12 of the Exchange Act.
All documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a
post-effective amendment indicating that all securities offered under the Plan
have been sold, or deregistering all securities then remaining unsold
thereunder, shall be deemed to be incorporated by reference herein and shall be
deemed to be a part hereof from the date of filing
3
<PAGE>
of such documents. Any statement contained in any document incorporated or
deemed to be incorporated by reference herein or therein shall be deemed to
be modified or superseded for purposes of this Registration Statement and the
prospectus to the extent that a statement contained therein or in any other
subsequently filed document that is also incorporated or deemed to be
incorporated therein by reference, modifies or supersedes such statement. Any
such statement so modified or superseded shall not be deemed, except as so
modified or superseded, to constitute a part of this Registration Statement
and prospectus.
ITEM 4. DESCRIPTION OF SECURITIES
A description of the Company's common stock is incorporated by
reference under Item 3.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
Certain legal matters in connection with the common stock registered
hereunder have been passed upon by Baker & McKenzie, Washington, DC.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Company's Amended and Restated Articles of Incorporation and
Restated Bylaws provide that the liability of the directors for monetary damages
shall be limited to the fullest extent permissible under Florida law. This
limitation of liability does not affect the availability of injunctive relief or
other equitable remedies.
The Company's Restated Bylaws provide that the Company will indemnify
its directors and officers to the fullest extent possible under Florida law.
These indemnification provisions require the Company to indemnify such persons
against certain liabilities and expenses to which they may become subject by
reason of their service as a director or officer of the Company or any of its
affiliated enterprises. In addition, the Company has entered into
indemnification agreements with each of its directors providing indemnification
to the fullest extent permitted by applicable law and also setting forth certain
procedures, including the advancement of expenses, that apply in the event of a
claim for indemnification.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
ITEM 8. EXHIBITS
For a list of all exhibits filed or included as part of this
Registration Statement, see "Index to Exhibits" at the end of this Registration
Statement.
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;
4
<PAGE>
(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;
(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) 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 SEC
by the registrant pursuant to Section 13 or 15(d) of the Exchange Act that are
incorporated by reference in the registration statement.
(2) That, for the purpose of determining any liability under
the Securities Act, each such post-effective amendment shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial BONA
FIDE offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
registrant's annual report pursuant to section 13(a) or section 159d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to section 15(d) of the Exchange Act) that is
incorporated by reference in the registration statement shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial BONA
FIDE offering thereof.
(c) 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 SEC 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 the 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.
5
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
IMRglobal Corp. certifies that is has reasonable ground to believe that it meets
all of the requirements for filing a registration statement on Form S-8 and has
duly caused this Registration Statement to be signed on its behalf of the
undersigned, thereunto duly authorized, in the city of Clearwater in the State
of Florida, on this 31st day of August, 1999.
IMRglobal CORP.
By: /s/ Satish K. Sanan
------------------------------
Satish K. Sanan
Chairman of the Board and
Chief Executive Officer
POWER OF ATTORNEY
We, the undersigned directors and officers of IMRglobal Corp., do
hereby severally constitute and appoint Satish K. Sanan and/or Dilip Patel, our
true and lawful attorney and agent, to do any and all things and acts in our
names in the capacities indicated below and to execute any and all instruments
for us and in our names in the capacities indicated below which said Satish K.
Sanan and/or Dilip Patel may deem necessary or advisable to enable IMRglobal
Corp. to comply with the Securities Act of 1933, as amended, and any rules,
regulations and requirements of the Securities and Exchange Commission, in
connection with the Registration Statement on Form S-8 relating to the
registration of the Company's securities, including specifically, but not
limited to, power and authority to sign, for any of us in our names in the
capacities indicated below, this Registration Statement and any and all
amendments (including post-effective amendments) thereto; and we hereby ratify
and confirm all that said Satish K. Sanan and/or Dilip Patel shall do or cause
to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed below by the following persons in
the capacities and on the date indicated.
By: /s/ Satish K. Sanan By: /s/ John R. Hindman
-------------------------------- -------------------------------
Name: Satish K. Sanan Name: John R. Hindman
Title: Chairman & Chief Title: President
Executive Officer
(Principal Executive Officer)
Dated August 31, 1999 Dated August 31, 1999
<PAGE>
By: /s/ Vincent Addonisio By: /s/ Robert M. Molsick
------------------------------- -------------------------------
Name: Vincent Addonisio Name: Robert M. Molsick
Title: Senior Vice President & Title: Chief Financial Officer
Director (Principal Financial &
Accounting Officer)
Dated August 31, 1999 Dated August 31, 1999
By: /s/ Philip Shipperlee By: /s/ Charles C. Luthin
------------------------------- -------------------------------
Name: Philip Shipperlee Name: Charles C. Luthin
Title: Senior Vice President & Title: Director
Director
Dated August 31, 1999 Dated August 31, 1999
By: /s/ Jeffery S. Slowgrove
-------------------------------
Name: Jeffery S. Slowgrove
Title: Director
Dated August 31, 1999
<PAGE>
INDEX OF EXHIBITS
<TABLE>
<CAPTION>
Exhibit Document
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<S> <C>
4.1 IMRglobal Corp. 1999 Employee Stock Incentive Plan
5 Opinion regarding legality
23.1 Consent of PricewaterhouseCoopers LLP
23.2 Consent of Ernst & Young L.L.P.
23.3 Consent of Arthur Andersen LLP
23.4 Consent of Baker & McKenzie (contained in Exhibit 5)
</TABLE>
<PAGE>
Exhibit 4.1
IMRglobal CORP.
1999 EMPLOYEE STOCK INCENTIVE PLAN
SECTION 1.
PURPOSE
The purpose of this Plan is to promote the interests of the Company by
providing the opportunity to purchase Shares to Employees in order to attract
and retain Employees by providing an incentive to work to increase the value of
Shares and a stake in the future of the Company which corresponds to the stake
of each of the Company's shareholders. The Plan provides for the grant of
Non-Qualified Stock Options to aid the Company in obtaining these goals.
SECTION 2.
DEFINITIONS
Each term set forth in this Section shall have the meaning set forth
opposite such term for purposes of this Plan and, for purposes of such
definitions, the singular shall include the plural and the plural shall include
the singular, and reference to one gender shall include the other gender.
2.1 ADMINISTRATOR means the Board or any of its Committees or an
Officer, if so designated by the Board; an Administrator shall administer the
Plan, in accordance with Section 5 of the Plan.
2.2 APPLICABLE LAWS means the requirements relating to the
administration of stock option plans under U.S. state corporate laws, U.S.
federal and state securities laws, the Code, any stock exchange or quotation
system on which the Common Stock is listed or quoted, and the applicable laws of
any foreign country or jurisdiction where Options are, or will be, granted under
the Plan.
2.3 BOARD means the Board of Directors of the Company.
2.4 CHANGE OF CONTROL means (i) the acquisition by a third person,
including a "person" as defined in Section 13(d)(3) of the Exchange Act, of
beneficial ownership (as defined in Rule 13d-3 under the Exchange Act) directly
or indirectly, of securities of the Company representing twenty-five percent
(25%) or more of the total number of votes that may be cast for the election of
the directors of the Company; or (ii) as the result of, or in connection with,
any tender or exchange offer, merger, consolidation or other business
combination, sale of assets or one or more contested elections, or any
combination of the foregoing transactions, the persons who were directors of the
Company shall cease to constitute a majority of the Board of Directors of the
Company.
2.5 CODE means the Internal Revenue Code of 1986, as amended.
2.6 COMMITTEE means a committee of Directors appointed by the Board
in accordance with Section 5 of the Plan.
2.7 COMMON STOCK means the common stock of the Company, $.10 par value
per share, as defined in the Company's Articles of Incorporation, as the same
may be amended from time to time, and shall also mean any other stock or
securities (including any other share or securities of an entity other than the
Company) for or into which the outstanding shares of such stock are hereinafter
exchanged or changed.
<PAGE>
2.8 COMPANY means IMRglobal Corp., a Florida corporation, and any
successor to such organization.
2.9 EMPLOYEE means an employee of the Company or a Subsidiary, but
shall not include any member of the Board of Directors of the Company or an
Officer.
2.10 EXCHANGE ACT means the Securities Exchange Act of 1934, as
amended.
2.11 EXERCISE PRICE means the price which shall be paid to purchase
one (1) Share upon the exercise of an Option granted under this Plan.
2.12 FAIR MARKET VALUE of each Share on any date means the price
determined below on the last business day immediately preceding the date of
valuation:
(a) The closing sales price per Share, regular way, or in the
absence thereof the mean of the last reported bid and asked quotations, on such
date on the exchange having the greatest volume of trading in the Shares during
the thirty-day period preceding such date (or if such exchange was not open for
trading on such date, the next preceding date on which it was open); or
(b) If there is no price as specified in (a), the final
reported sales price per Share, or if not reported, the mean of the closing high
bid and low asked prices in the over-the-counter market for the Shares as
reported by the National Association of Securities Dealers Automatic Quotation
System, or if not so reported, then as reported by the National Quotation Bureau
Incorporated, or if such organization is not in existence, by an organization
providing similar services, on such date (or if such date is not a date for
which such system or organization generally provides reports, then on the next
preceding date for which it does so); or
(c) If there also is no price as specified in (b), the price
per Share determined by the Board by reference to bid-and-asked quotations for
the Shares provided by members of an association of brokers and dealers
registered pursuant to Subsection 15(b) of the Exchange Act, which members make
a market in the Shares, for such recent dates as the Board shall determine to be
appropriate for fairly determining current market value; or
(d) If there also is no price as specified in (c), an amount
per Share determined in good faith by the Board based on such relevant facts,
which may include opinions of independent experts, as may be available to the
Board.
2.13 OFFICER means a person who is an executive officer of the Company
within the meaning of Section 16 of the Exchange Act and the rules and
regulations promulgated thereunder.
2.14 OPTION means an option granted under this Plan to purchase Shares
which is not intended by the Company to satisfy the requirements of Code
Section 422.
2.15 PARENT means any corporation which is a parent of the Company
(within the meaning of Code Section 424(e)) or a parent of a Successor.
2.16 PARTICIPANT means an individual who receives an Option hereunder.
2.17 PLAN means the IMRglobal Corp. 1999 Employee Stock Incentive Plan,
as amended from time to time.
2.18 SHARES means shares of the Common Stock. A Share means one (1)
share of Common Stock.
2
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2.19 STOCK INCENTIVE AGREEMENT means an agreement between the Company
and a Participant evidencing an award of an Option.
2.20 SUBSIDIARY means any corporation which is a subsidiary of the
Company (within the meaning of Code Section 424(f)) or a subsidiary of a
Successor.
2.21 SUCCESSOR means any entity which acquires all or substantially all
of the assets of the Company or is the survivor or Successor entity in any
merger, consolidation, reorganization, division or other Transaction in which
Shares are converted into another security or into the right to receive property
or another security or any combination thereof.
2.22 SURRENDERED SHARES means the Shares described in Section 9.2 which
(in lieu of being purchased) are surrendered for cash or Shares, or for a
combination of cash and Shares, in accordance with Section 9.
2.23 TERMINATION OF EMPLOYMENT WITHOUT CAUSE means a termination of
employment other than a termination for (i) willful dishonesty toward or
deliberate injury or attempted injury to the employer; (ii) indictment or
conviction of a felony involving moral turpitude; or (iii) breach of the terms
of a written employment agreement and failure to cure such breach within thirty
(30) days following written notice from the employer.
2.24 TRANSACTION means a transaction in which another entity acquires
all or substantially all of the assets of the Company or is the survivor or
Successor entity in any merger, consolidation, reorganization, division or other
transaction in which Shares are converted into another security or into the
right to receive property or another security or any combination thereof.
SECTION 3.
SHARES SUBJECT TO OPTIONS
The total number of Shares that may be issued pursuant to Options under
this Plan shall not exceed Two Million (2,000,000), as adjusted pursuant to
Section 12. Such Shares shall be reserved, to the extent that the Company deems
appropriate, from authorized but unissued Shares, and from Shares which have
been reacquired by the Company. Furthermore, any Shares subject to an Option
which remain after the cancellation, expiration or exchange of such Option
thereafter shall again become available for use under this Plan, but any
Surrendered Shares which remain after the surrender of an Option under Section 9
shall not again become available for use under this Plan.
SECTION 4.
EFFECTIVE DATE
The effective date of this Plan shall be the date it is adopted by the
Board. No shareholder approval will be obtained.
SECTION 5.
ADMINISTRATION
This Plan shall be administered by (a) the Board, (b) a Committee,
which committee shall be constituted to satisfy Applicable Laws, and/or (c) one
or more Officers, to the extent so designated by the Board and permitted by
Applicable Laws. To the extent that an Administrator determines it to be
desirable to qualify Options granted hereunder as "performance-based
compensation" within the meaning of Section 162(m) of the Code, the Plan shall
be administered by a Committee of two or more "outside directors" within the
meaning of Section 162(m) of the Code.
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An Administrator, acting in its absolute discretion, shall exercise
such powers and take such actions as expressly called for under this Plan. An
Administrator shall have the power to interpret this Plan and, subject to
Section 14, to take such other action in the administration and operation of the
Plan as it deems equitable under the circumstances. An Administrator's actions
shall be binding on the Company, on each affected Employee, and on each other
person directly or indirectly affected by such actions.
An Administrator shall act according to the policies and procedures set
forth in the Plan and to those policies and procedures established by the Board,
and an Administrator shall have such powers and responsibilities as are set
forth by the Board. Reference to the Board in this Plan shall specifically
include reference to an Administrator where the Board has delegated its
authority to an Administrator, and any action by an Administrator pursuant to a
delegation of authority by the Board shall be deemed an action by the Board
under the Plan. Notwithstanding the above, the Board may assume the powers and
responsibilities granted to an Administrator at any time, in whole or in part.
SECTION 6.
ELIGIBILITY
Only Employees shall be eligible for the grant of Options under this
Plan, but no Employee shall have the right to be granted an Option under this
Plan merely as a result of his or her status as an Employee. Notwithstanding the
foregoing, for purposes of this Section 6, "Employee" may include a person who
has agreed, or expressed a willingness, to become an Employee or to provide
valuable services to the Company, provided that any Option granted to any such
person (i) shall not become exercisable until such person commences service as
an Employee; and (ii) shall immediately terminate if such person does not
commence service as an Employee.
SECTION 7.
TERMS OF OPTIONS
7.1 TERMS AND CONDITIONS OF ALL OPTIONS.
(a) An Administrator, in its absolute discretion, shall grant
Options under this Plan from time to time and shall have the right to grant new
Options in exchange for outstanding Options. Options shall be granted to
Employees selected by an Administrator, and an Administrator shall be under no
obligation whatsoever to grant Options to all Employees or to grant all Options
subject to the same terms and conditions. Each grant of a Stock Option shall be
evidenced by a Stock Incentive Agreement.
(b) The number of Shares as to which a Stock Option shall be
granted, and whether and to what extent such Shares shall possess voting rights,
shall be determined by an Administrator in its sole discretion, subject to the
provisions of Section 3 as to the total number of shares available for grants
under the Plan.
(c) Each Stock Option shall be evidenced by a Stock Incentive
Agreement executed by the Company and the Participant, which shall be in such
form and contain such terms and conditions as an Administrator in its discretion
may, subject to the provisions of the Plan, from time to time determine.
(d) The date a Stock Option is granted shall be the date on
which an Administrator has approved the terms and conditions of the Stock
Incentive Agreement and has determined the recipient of the Stock Option and the
number of Shares covered by the Stock Option and has taken all such other action
necessary to complete the grant of the Stock Option.
4
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7.2 TERMS AND CONDITIONS OF OPTIONS. Each grant of an Option shall be
evidenced by a Stock Incentive Agreement which shall:
(i) specify that the Option is a non-qualified incentive
stock option; and
(ii) incorporate such other terms and conditions as an
Administrator, acting in its absolute discretion, deems consistent with the
terms of this Plan, including (without limitation) a restriction on the number
of Shares subject to the Option which first become exercisable or subject to
surrender during any calendar year.
In determining Employee(s) to whom an Option shall be granted
and the number of Shares to be covered by such Option, an Administrator may take
into account the recommendations of the President of the Company and its other
officers, the duties of the Employee, the present and potential contributions of
the Employee to the success of the Company, the anticipated number of years of
service remaining before the attainment by the Employee of retirement age, and
other factors deemed relevant by an Administrator, in its sole discretion, in
connection with accomplishing the purpose of this Plan; provided, however, that
the Board may limit the discretion of an Administrator in making such decisions
if it so chooses. An Employee who has been granted an Option to purchase Shares,
whether under this Plan or otherwise, may be granted one or more additional
Options.
(a) EXERCISE PRICE. Subject to adjustment in accordance with
Section 12 and the other provisions of this Section, the Exercise Price shall be
determined by the Administrator authorizing such grant and shall be set forth in
the applicable Stock Incentive Agreement. The Exercise Price for each Share of
an Option shall be no less than the minimum price required by applicable state
law, or by the Company's governing instrument, or $0.01, whichever price is
greater.
(b) OPTION TERM. Each Option granted under this Plan shall be
exercisable in whole or in part at such time or times as set forth in the
related Stock Incentive Agreement, but no Stock Incentive Agreement shall:
(i) make an Option exercisable before the date such Option
is granted; or
(ii) make an Option exercisable after the earlier of the:
(A) the date such Option is exercised in full, or
(B) the date which is the tenth (10th) anniversary of
the date such Option is granted.
A Stock Incentive Agreement may provide for the exercise of an
Option after the employment of an Employee has terminated for any reason
whatsoever, including death or disability.
(c) PAYMENT. Payment for all shares of Stock purchased
pursuant to exercise of an Option shall be made in cash or, if the Stock
Incentive Agreement provides, by delivery to the Company of a number of Shares
which have been owned by the holder for at least six (6) months prior to the
date of exercise having an aggregate Fair Market Value of not less than the
product of the Exercise Price multiplied by the number of Shares the Participant
intends to purchase upon exercise of the Option on the date of delivery. In
addition, the Stock Incentive Agreement may provide for cashless exercise
through a brokerage transaction following registration of the Company's equity
securities under Section 12 of the Securities Exchange Act of 1934. Except as
provided in subparagraph (f) below, payment shall be made at the time that the
Option or any part thereof is exercised, and no Shares shall be issued or
delivered upon exercise of an Option until full payment has been made by the
Participant. The holder of an Option, as such, shall have none of the rights of
a stockholder.
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Notwithstanding the above, and in the sole discretion of an
Administrator, an Option may be exercised as to a portion or all (as determined
by an Administrator) of the number of Shares specified in the Stock Incentive
Agreement by delivery to the Company of a promissory note, such promissory note
to be executed by the Participant and which shall include, with such other terms
and conditions as an Administrator shall determine, provisions in a form
approved by an Administrator under which: (i) the balance of the aggregate
purchase price shall be payable in equal installments over such period and shall
bear interest at such rate (which shall not be less than the prime bank loan
rate as determined by an Administrator) as an Administrator shall approve, and
(ii) the Participant shall be personally liable for payment of the unpaid
principal balance and all accrued but unpaid interest.
(d) CONDITIONS TO EXERCISE OF AN OPTION. Each Option granted
under the Plan shall be exercisable at such time or times, or upon the
occurrence of such event or events, and in such amounts, as an Administrator
shall specify in the Stock Incentive Agreement; provided, however, that
subsequent to the grant of an Option, an Administrator, at any time before
complete termination of such Option, may accelerate the time or times at which
such Option may be exercised in whole or in part.
(e) SPECIAL PROVISIONS FOR CERTAIN SUBSTITUTE OPTIONS.
Notwithstanding anything to the contrary in this Section, any Option in
substitution for a stock option previously issued by another entity, which
substitution occurs in connection with a transaction to which Code Section
424(a) is applicable, may provide for an exercise price computed in accordance
with such Code Section and the regulations thereunder and may contain such other
terms and conditions as an Administrator may prescribe to cause such substitute
Option to contain as nearly as possible the same terms and conditions (including
the applicable vesting and termination provisions) as those contained in the
previously issued stock option being replaced thereby.
7.3 [Reserved]
7.4 [Reserved]
SECTION 8.
NON-TRANSFERABILITY
Unless determined otherwise by an Administrator, a Stock Option may not
be sold, pledged, assigned, hypothecated, transferred, or disposed of in any
manner other than by will or by the laws of descent or distribution and may be
exercised, during the lifetime of the Optionee, only by the Optionee. An
Administrator shall have the authority and discretion to make a Stock Option
grant assignable by a Participant to such Participant's family members, a trust
for such Participant's benefit or a trust for the benefit of such Participant's
family members. Provided, however, that no unvested portion of a Stock Option
shall be assignable in whole or in part. If an Administrator makes a Stock
Option assignable, such a Stock Option shall contain such additional terms and
limitations as the Administrator deems appropriate.
SECTION 9.
SURRENDER OF OPTIONS
9.1 GENERAL RULE. An Administrator, acting in its absolute discretion,
may incorporate a provision in a Stock Incentive Agreement to allow an Employee
to surrender his or her Option in whole or in part in lieu of the exercise in
whole or in part of that Option on any date that:
(a) the Fair Market Value of the Shares subject to such
Option exceeds the Exercise Price for such Shares, and
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(b) the Option to purchase such Shares is otherwise
exercisable.
9.2 PROCEDURE. The surrender of an Option in whole or in part shall be
effected by the delivery of the Stock Incentive Agreement to an Administrator,
together with a statement signed by the Participant which specifies the number
of Shares ("Surrendered Shares") as to which the Participant surrenders his or
her Option and how he or she desires payment be made for such Surrendered
Shares.
9.3 PAYMENT. A Participant in exchange for his or her Surrendered
Shares shall receive a payment in cash or in Shares, or in a combination of cash
and Shares, equal in amount on the date such surrender is effected to the excess
of the Fair Market Value of the Surrendered Shares on such date over the
Exercise Price for the Surrendered Shares. An Administrator, acting in its
absolute discretion, can approve or disapprove a Participant's request for
payment in whole or in part in cash and can make that payment in cash or in such
combination of cash and Shares as an Administrator deems appropriate. A request
for payment only in Shares shall be approved and made in Shares to the extent
payment can be made in whole shares of Shares and (at an Administrator's
discretion) in cash in lieu of any fractional Shares.
9.4 RESTRICTIONS. Any Stock Incentive Agreement which incorporates a
provision to allow a Participant to surrender his or her Option in whole or in
part also shall incorporate such additional restrictions on the exercise or
surrender of such Option as an Administrator deems necessary to satisfy the
conditions to the exemption under Rule 16b-3 (or any successor exemption) to
Section 16(b) of the Exchange Act.
SECTION 10.
SECURITIES REGULATION
Each Stock Incentive Agreement may provide that, upon the receipt of
Shares as a result of the surrender or exercise of a Stock Option, the
Participant shall, if so requested by the Company, hold such Shares for
investment and not with a view to resell or distribute to the public and, if so
requested by the Company, shall deliver to the Company a written statement
satisfactory to the Company to that effect. Each Stock Incentive Agreement may
also provide that, if so requested by the Company, the Participant shall make a
written representation to the Company that he or she will not sell or offer to
sell any of such Shares unless a registration statement shall be in effect with
respect to such Shares under the Securities Act of 1933, as amended ("1933
Act"), and any applicable state securities law or, unless he or she shall have
furnished to the Company an opinion, in form and substance satisfactory to the
Company, of legal counsel acceptable to the Company, that such registration is
not required. Certificates representing the Shares transferred upon the exercise
or surrender of a Stock Option granted under this Plan may at the discretion of
the Company bear a legend to the effect that such Shares have not been
registered under the 1933 Act or any applicable state securities law and that
such Shares may not be sold or offered for sale in the absence of an effective
registration statement as to such Shares under the 1933 Act and any applicable
state securities law or an opinion, in form and substance satisfactory to the
Company, of legal counsel acceptable to the Company, that such registration is
not required.
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SECTION 11.
LIFE OF PLAN
No Stock Option shall be granted under this Plan on or after the
earlier of:
(a) the tenth (10th) anniversary of the effective date of this Plan (as
determined under Section 4 of this Plan), in which event this Plan otherwise
thereafter shall continue in effect until all outstanding Options have been
surrendered or exercised in full or no longer are exercisable, or
(b) the date on which all of the Shares reserved under Section 3 of
this Plan have (as a result of the surrender or exercise of Options granted
under this Plan) been issued or no longer are available for use under this Plan,
in which event this Plan also shall terminate on such date.
SECTION 12.
ADJUSTMENT
The number of Shares reserved under Section 3 of this Plan, and the
number of Shares subject to Options granted under this Plan, and the Exercise
Price of any Options, shall be adjusted by an Administrator in an equitable
manner to reflect any change in the capitalization of the Company, including,
but not limited to, such changes as stock dividends or stock splits.
Furthermore, an Administrator shall have the right to adjust (in a manner which
satisfies the requirements of Code Section 424(a)) the number of Shares reserved
under Section 3, and the number of Shares subject to Options granted under this
Plan, and the Exercise Price of any Options in the event of any corporate
transaction described in Code Section 424(a) which provides for the substitution
or assumption of such Options. If any adjustment under this Section creates a
fractional Share or a right to acquire a fractional Share, such fractional Share
shall be disregarded, and the number of Shares reserved under this Plan and the
number subject to any Options granted under this Plan shall be the next lower
number of Shares, rounding all fractions downward. An adjustment made under this
Section by an Administrator shall be conclusive and binding on all affected
persons and, further, shall not constitute an increase in the number of Shares
reserved under Section 3.
SECTION 13.
SALE OR MERGER
13.1 SALE OR MERGER. In the event that the Company agrees to sell
substantially all of its assets for another security, cash or other property, or
any combination of another security, cash or other property, or agrees to any
merger, consolidation, reorganization, division or other transaction in which
Shares are converted into another security, cash or other property or into the
right to receive another security, cash or other property, then, at the sole and
complete discretion of the Company, either of the following will occur:
(1) the Company and the Successor in any Transaction may agree that the
Successor or its Parent or Subsidiary will assume all Options outstanding
hereunder, or substitute or exchange outstanding Options for an equivalent
interest or right in the Successor or its Parent or Subsidiary; provided,
however, that to the extent the Company and Successor provide for an assumption
or exchange of outstanding Options, then (i) the agreement for assumption or
exchange must provide that, for each Share subject to the Option, the holder of
the Option shall be entitled to receive the consideration (whether stock, cash
or other securities or property) payable upon closing of the Transaction to a
holder of one Share held on the effective date of the Transaction (the
"Transaction Closing Date"), (and if holders were offered a choice of
consideration, the type of consideration chosen by the holders of a majority of
the outstanding Shares); and (ii) the aggregate exercise price of the Option
shall remain unchanged; or
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(2) the Company may unilaterally cancel and terminate each outstanding
Option on the Transaction Closing Date in exchange for the cash or whole Shares
which each Participant otherwise would receive if he or she had the right to
surrender or exercise his or her outstanding Option (to the extent vested on the
Transaction Closing Date) and he or she exercised that right on a date fixed by
the Board which comes before the Transaction Closing Date; to the extent
unvested, all outstanding Options shall immediately terminate on the Transaction
Closing Date and be of no further force and effect unless (i) the applicable
Stock Incentive Agreement provides for acceleration of vesting upon the
occurrence of such an event, or (ii) the Board agrees (in its sole discretion)
to accelerate the vesting of any unvested portion of the Option; provided,
however, that the Successor shall have the contingent obligation set forth in
Section 13.2 below.
13.2 CONTINGENT OBLIGATIONS OF A SUCCESSOR. Upon the occurrence of a
Termination of Employment Without Cause of any optionee within twelve (12)
months following a Change of Control, the portion of any and all Options (or any
options exchanged therefor) held by such optionee that were unvested immediately
prior to the Change of Control shall be deemed to have been accelerated, and
immediately vested at the time of the Change of Control, and (i) to the extent
such Option remains outstanding at the time of the Termination of Employment
Without Cause, such Option shall be exercisable by the optionee for a period of
90 days following the Termination of Employment Without Cause; (ii) to the
extent exchanged for a Successor option, the Successor option shall be
exercisable for a period of 90 days following the Termination of Employment
Without Cause; and (iii) to the extent the unvested portion of the Option was
canceled unilaterally pursuant to Section 13.1 (b), the Option shall be deemed
to have been redeemed by the Successor to the full extent of the unvested
portion and the Successor shall immediately owe the optionee an amount equal to
the termination price per share paid for the vested portion multiplied times the
number of Shares included in the unvested portion that were accelerated hereby.
SECTION 14.
AMENDMENT OR TERMINATION
This Plan may be amended by the Board from time to time to the extent
that the Board deems necessary or appropriate. The Board also may suspend the
granting of Options under this Plan at any time and may terminate this Plan at
any time; provided, however, the Company shall not have the right to modify,
amend or cancel any Options granted before such suspension or termination
unless: (i) the Participant consents in writing to such modification, amendment
or cancellation, or (ii) there is a dissolution or liquidation of the Company or
a transaction described in Section 12 or Section 13. The obligations of a
Successor under Section 13 hereof shall survive the termination of this Plan
pursuant to this Section 14.
SECTION 15.
MISCELLANEOUS
15.1 SHAREHOLDER RIGHTS. No Participant shall have any rights as a
shareholder of the Company as a result of the grant of a Stock Option to him or
to her under this Plan or his or her exercise or surrender of such Stock Option
pending the actual delivery of Shares subject to such Stock Option to such
Participant.
15.2 NO GUARANTEE OF CONTINUED RELATIONSHIP. The grant of a Stock
Option to a Participant under this Plan shall not constitute a contract of
employment and shall not confer on a Participant any rights upon his or her
termination of employment or relationship with the Company in addition to those
rights, if any, expressly set forth in the Stock Incentive Agreement which
evidences his or her Stock Option.
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15.3 WITHHOLDING. The exercise or surrender of any Stock Option granted
under this Plan shall constitute a Participant's full and complete consent to
whatever action an Administrator directs to satisfy the federal and state tax
withholding requirements, if any, which an Administrator in its discretion deems
applicable to such exercise or surrender.
15.4 TRANSFER. The transfer of an Employee between or among the
Company, a Subsidiary or a Parent shall not be treated as a termination of his
or her employment under this Plan.
15.5 CONSTRUCTION. This Plan shall be construed under the laws of the
State of Florida.
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Exhibit 5
September 8, 1999
IMRglobal Corp.
100 South Missouri Avenue
Clearwater, Florida 33756
Re: VALIDITY OF COMMON STOCK
Ladies and Gentlemen:
We are rendering this opinion in connection with the registration,
pursuant to a registration statement on Form S-8 (the "Registration Statement")
under the Securities Act of 1933, as amended (the "Securities Act"), of
2,000,000 shares of common stock, par value $0.10 per share, (the "Common
Stock") of IMRglobal Corp., a Florida corporation (the "Company"), pursuant to
the Company's 1999 Employee Stock Incentive Plan (the "Plan").
In connection with the preparation of this opinion, we have examined
the minute books and stock records as presented to us by the Company, the
Amended and Restated Articles of Incorporation and the Amended and Restated
By-Laws of the Company, the Registration Statement, copies of resolutions duly
adopted by the Board of Directors of the Company relating to the authorization
and proposed issuance of the Common Stock, and certain documents relating to the
Plans. In addition, we have reviewed such other documents and instruments and
have conferred with various officers and directors of the Company and have
ascertained or verified to our satisfaction such additional facts with respect
to the Company as we have deemed necessary or appropriate for the purposes of
this opinion.
We have assumed for purposes of this opinion that all applicable
laws, rules and regulations in effect at the time of the issuance of the
Common Stock under the Plan will be the same as such laws, rules and
regulations in effect as of the date hereof.
<PAGE>
IMRglobal Corp.
September 8, 1999
Page 2
Based on the foregoing, we are of the opinion that, subject to the
effectiveness of the Registration Statement and compliance with applicable state
securities laws, the Common Stock, when issued and, in the case of options
granted pursuant to the Plan, paid for pursuant to the terms of the Plan, will
constitute duly authorized, validly issued, fully paid and nonassessable shares
of Common Stock of the Company.
We hereby consent to all references to our firm in the Registration
Statement and to the filing of this opinion by the Company as an exhibit to the
Registration Statement. This consent is not to be construed as an admission that
we are a person whose consent is required to be filed with the Registration
Statement under the Securities Act.
We are licensed to practice law only in the District of Columbia and do
not hold ourselves out to be experts on the laws of any jurisdictions other than
the District of Columbia, and the United States of America. Accordingly, the
opinions expressed herein are specifically limited to the laws of the District
of Columbia and the Federal Law of the United States of America.
The opinions expressed herein are as of the date hereof, and we assume
no obligation to update or supplement such opinions to reflect any facts or
circumstances that may hereafter come to our attention or any changes that may
hereafter occur.
This opinion letter has been issued solely for the benefit of the
Company and no other party or entity shall be entitled to rely hereon without
the express written consent of this firm. Without our prior written consent, the
opinion letter may not be quoted in whole or in part or otherwise referred to in
any document or report and may not be furnished to any person or entity.
Very truly yours,
/s/ Baker & McKenzie
---------------------
Baker & McKenzie
<PAGE>
Exhibit Number 23.1
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
We consent to the incorporation by reference in this registration
statement of IMRglobal Corp. on Form S-8 of our report dated February 13, 1998,
on our audits of the consolidated financial statements of IMRglobal Corp. as of
December 31, 1997 and for the years ended December 31, 1997 and December 31,
1996, appearing in the Current Report (Form 8K) (File No. 000-28840) of
IMRglobal Corp. filed with the Securities and Exchange Commission pursuant to
the Securities Act of 1933.
Tampa, Florida
September 1, 1999
/s/ PriceWaterhouseCoopers LLP
PRICEWATERHOUSE COOPERS LLP
<PAGE>
Exhibit Number 23.2
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
We consent to the incorporation by reference in the Registration
Statement (Form S-8) pertaining to the IMRglobal Corp. 1999 Employee Stock
Incentive Plan of our report dated August 20, 1999, with respect to the
consolidated financial statements of IMRglobal Corp. as of December 31, 1998 and
1997 and for each of the three years in the period ended December 31, 1999,
included in its Current Report (Form 8-K) (No. 000-28840) filed with the
Securities and Exchange Commission.
Tampa, Florida
September 1, 1999
/s/ Ernst & Young LLP
ERNST & YOUNG LLP
<PAGE>
Exhibit Number 23.3
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the
incorporation by reference in this registration statement of our report dated
January 22, 1999, (relating to the financial statements of Orion Consulting,
Inc., as of December 31, 1998 and 1997 and for the three years ended
December 31, 1998, included in the Current Report on Form (8-K) (No. 000-28840)
of IMRglobal Corp.'s and to all reference to our Firm included in this
registration statement.
Cleveland, Ohio
September 1, 1999
/s/ Arthur Andersen LLP
ARTHUR ANDERSEN LLP
