As filed with the Securities and Exchange Commission on December 10, 1997
Registration No.
- -------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
---------------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
---------------------------
INTERNATIONAL SPORTS WAGERING INC.
(Exact name of registrant as specified in its charter)
DELAWARE 22-3375134
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
201 LOWER NOTCH ROAD
LITTLE FALLS, NEW JERSEY 07424
(Address of Principal Executive Offices) (Zip code)
---------------------------
INTERNATIONAL SPORTS WAGERING INC. 1995 STOCK OPTION PLAN;
INTERNATIONAL SPORTS WAGERING INC. 1996 STOCK OPTION PLAN
(Full title of the plan)
---------------------------
BARRY MINDES, CHAIRMAN OF THE BOARD
INTERNATIONAL SPORTS WAGERING INC.
201 LOWER NOTCH ROAD
LITTLE FALLS, NEW JERSEY 07424
(Name and address of agent for service)
(973) 256-8181
(Telephone number, including area code, of agent for service)
---------------------------
Copy to:
RICHARD M. HOFFMAN, ESQ.
RUBIN BAUM LEVIN CONSTANT & FRIEDMAN
30 ROCKEFELLER PLAZA
NEW YORK, NEW YORK 10112
TELEPHONE: (212) 698-7700
FACSIMILE: (212) 698-7825
---------------------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
=========================================== ================= ========================= ======================= =================
AMOUNT TO BE PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
TITLE OF SECURITIES TO BE REGISTERED REGISTERED (1) OFFERING PRICE PER SHARE AGGREGATE OFFERING PRICE REGISTRATION FEE
- ------------------------------------------- ----------------- ------------------------- ----------------------- -----------------
<S> <C> <C> <C> <C>
Common Stock ($.001 par value per share)... 649,955(2) $ 0.703 $ 456,918 $ 134.79
- ------------------------------------------- ----------------- ------------------------- ----------------------- -----------------
Common Stock ($.001 par value per share)... 180,000(3) $ 5.56 $ 1,000,800 $ 295.24
- ------------------------------------------- ----------------- ------------------------- ----------------------- -----------------
Common Stock ($.001 par value per share)... 156,500(3) $ 7.50 $ 1,173,750 $ 346.26
- ------------------------------------------- ----------------- ------------------------- ----------------------- -----------------
Common Stock ($.001 par value per share)... 8,000(3) $ 3.60 $ 28,800 $ 8.50
- ------------------------------------------- ----------------- ------------------------- ----------------------- -----------------
Common Stock ($.001 par value per share)... 30,000(3) $ 5.25 $ 157,500 $ 46.46
- ------------------------------------------- ----------------- ------------------------- ----------------------- -----------------
Common Stock ($.001 par value per share)... 10,000(3) $ 6.44 $ 64,400 $ 19.00
=========================================== ================= ========================= ======================= =================
</TABLE>
1
<PAGE>
<TABLE>
<CAPTION>
=========================================== ================= ========================= ======================= =================
AMOUNT TO BE PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
TITLE OF SECURITIES TO BE REGISTERED REGISTERED (1) OFFERING PRICE PER SHARE AGGREGATE OFFERING PRICE REGISTRATION FEE
<S> <C> <C> <C> <C>
- ------------------------------------------- ----------------- ------------------------- ----------------------- -----------------
Common Stock ($.001 par value per share)... 6,000(3) $ 4.88 $ 29,280 $ 8.64
- ------------------------------------------- ----------------- ------------------------- ----------------------- -----------------
Common Stock ($.001 par value per share)... 434,500(4)(5) $ 2.44 $ 1,060,180 $ 312.75
- ------------------------------------------- ----------------- ------------------------- ----------------------- -----------------
TOTAL 1,474,955 $ 3,971,628 $ 1,171.64
=========================================== ================= ========================= ======================= =================
</TABLE>
- ------------------
(1) Pursuant to Rule 416, this Registration Statement also covers such
indeterminable number of additional shares as may become issuable pursuant
to terms designed to prevent dilution resulting from stock splits, stock
dividends or similar events.
(2) Represents options granted under the Registrant's 1995 Stock Option Plan.
(3) Represents options granted under the Registrant's 1996 Stock Option Plan.
(4) Represents options available for grant under the Registrant's 1996 Stock
Option Plan.
(5) This estimate is made pursuant to Rule 457(h) solely for the purpose of
calculating the amount of the registration fee. In accordance with Rule
457(h), the price shown is based upon the average of the high and low
price of the Registrant's Common Stock as of December 5, 1997 as reported
on the Nasdaq SmallCap Market.
2
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
Documents containing the information specified in Part I of the
instructions to Form S-8 will be given or sent to all persons who participate in
the International Sports Wagering Inc. 1995 Stock Option Plan or the
International Sports Wagering Inc. 1996 Stock Option Plan.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents or portions thereof, as filed with the Securities
and Exchange Commission (the "Commission") by International Sports Wagering
Inc., a Delaware corporation (the "Registrant"), are incorporated herein by
reference:
(a) The Registrant's latest Prospectus dated December 11, 1996, as filed
with the Commission on December 12, 1996 pursuant to 424(b) under the Securities
Act of 1933, as amended (the "Securities Act").
(b) Quarterly Reports on Form 10-QSB for the quarters ended December 31,
1996, March 31, 1997 and June 30, 1997 filed by the Registrant pursuant to
Sections 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act").
(c) The description of the Common Stock, par value $.001 per share (the
"Common Stock"), of the Registrant contained in the section entitled
"Description of Securities" of the Registrant's Registration Statement on Form
SB-2 (File No. 333-15005) (which is incorporated by reference in Item 1 of the
Registrant's Registration Statement on Form 8-A (File No. 0-21831) filed
pursuant to Section 12 of the Exchange Act).
All documents subsequently filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a
post-effective amendment to this Registration Statement which indicates that all
securities offered have been sold or which deregisters all of such securities
then remaining unsold, shall be deemed to be incorporated by reference in this
Registration Statement and to be a part hereof from the date of filing of such
documents. Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Registration Statement to the extent that a statement
contained herein or in any other subsequently filed document which also is or is
deemed to be incorporated by reference herein modifies or supersedes such
statement. Any such statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this Registration
Statement.
ITEM 4. DESCRIPTION OF SECURITIES.
A description of the Registrant's Common Stock to be offered pursuant to
this registration statement is not provided herein because the Registrant's
Common Stock is registered under Section 12 of the Exchange Act.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Certain legal matters in connection with the issuance of shares of Common
Stock of the Registrant being registered hereby are being passed upon by Rubin
Baum Levin Constant & Friedman, 30 Rockefeller Plaza, New York, New York 10112,
counsel to the Registrant. Richard M. Hoffman, who is of counsel to such firm,
owns 24,184 shares and has options to purchase 39,299 shares of Common Stock.
3
<PAGE>
ITEM 6. DIRECTORS' LIMITATION OF LIABILITY AND INDEMNIFICATION.
Section 145 of the Delaware General Corporation Law (the "DBCL") empowers
a Delaware corporation to indemnify its officers and directors and certain other
persons to the extent and under the circumstances set forth therein.
As permitted by the DGCL, the Certificate of Incorporation of the
Registrant and the By-laws of the Registrant provide for indemnification of
officers and directors of the Registrant and certain other persons against
liabilities and expenses incurred by any of them in certain stated proceedings
and under certain stated conditions.
The Registrant has obtained and currently intends to maintain directors'
and officers' liability insurance. In addition, the Registrant has entered into
an indemnification agreement with each of its directors and executive officers
under which the Registrant has agreed to indemnify each of them against expenses
and losses incurred for claims brought against them by reason of being a
director or officer of the Registrant.
The Registrant believes that it is the position of the Commission that
insofar as the foregoing provisions may be invoked to disclaim liability for
damages arising under the Securities Act, such provisions are against public
policy as expressed in the Securities Act and are therefore unenforceable.
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:
Exhibit No. Document
----------- -----------
4.1 1995 Stock Option Plan of the Registrant (incorporated
by reference to Exhibit 10.11 to the Registrant's
Registration Statement on Form SB-2 (Registration No.
333-15005), filed on October 29, 1996). (Effective
October 23, 1996, the 1995 Option Plan was amended to
increase the number of shares of Common Stock for
which options could be granted thereunder from 215,000
to 649,955 as a result of a 3.0230479:1 stock split).
4.2 1996 Stock Option Plan of the Registrant (incorporated
by reference to Exhibit 10.12 to the Registrant's
Registration Statement on Form SB-2 (Registration No.
333-15005), filed on October 29, 1996).
4.3 Form of Incentive Stock Option Agreement.
4.4 Form of Non-Qualified Stock Option Agreement.
4.5 Certificate of Incorporation of the Registrant
(incorporated by reference to Exhibit 3.1 to the
Registrant's Registration Statement on Form SB-2
(Registration No. 333-15005), filed on October 29,
1996).
4.6 Amendment, filed October 24, 1996, to Certificate of
Incorporation of the Registrant (incorporated by
reference to Exhibit 3.1(a) to the Registrant's
Registration Statement on Form SB-2 (registration No.
333-15005), filed on October 29, 1996).
4.7 Specimen Common Stock Certificate (incorporated by
reference to Exhibit 4.2 to the Registrant's
Registration Statement on Form SB-2 (Registration No.
333-15005), Amendment No. 2 filed on December 3,
1996).
5.1 Opinion of Rubin Baum Levin Constant & Friedman.
23.1 Consent of Rubin Baum Levin Constant & Friedman
(included in Exhibit 5.1).
23.2 Consent of KPMG Peat Marwick LLP.
24.1 Powers of Attorney (included on the signature page of
this Registration Statement).
4
<PAGE>
ITEM 9. UNDERTAKINGS
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which it offers or sells securities, a
post-effective amendment to this Registration Statement:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act;
(ii) To reflect in the prospectus any facts or events which,
individually or together, represent a fundamental change in the
information in the Registration Statement;
(iii) To include any additional or changed material information on the
plan of distribution;
provided, however, that paragraphs (1)(i) and (1)(ii) above do not apply
if the Registration Statement is on Form S-8 and the information required
to be included in a post-effective amendment by those paragraphs is
contained in periodic reports filed by the Registrant pursuant to Section
13 or 15(d) of the Exchange Act that are incorporated by reference in the
Registration Statement.
(2) That, for determining liability under the Securities Act, the
Registrant will treat each post-effective amendment as a new registration
statement of the securities offered, and the offering of the securities at that
time shall be deemed to be the initial bona fide offering thereof.
(3) To file a post-effective amendment to remove from registration any of
the securities that remain unsold at the end of the offering.
(4) 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 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.
5
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
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 Little Falls, State of New Jersey, on December 10, 1997.
INTERNATIONAL SPORTS WAGERING INC.
By: /s/ Barry Mindes
------------------------------------------
Barry Mindes, Chairman of the Board (Principal Executive
Officer)
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Barry Mindes and Bernard Albanese, and each of
them, his true and lawful attorneys-in-fact and agents, with full powers of
substitution and resubstitution, for him and his name, place and stead, in any
and all capacities, to sign any and all amendments to this registration
statement, and to file the same, with all exhibits thereto, and other documents
in connection therewith, with the Securities and Exchange Commission, and to
make any and all state securities law or blue sky filings, granting unto said
attorney-in-fact and agents, each acting alone, full power and authority to do
and perform each and every act and thing requisite and necessary to be done in
and about the premises, as fully for all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that said
attorney-in-fact and agents, each acting alone, or his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Barry Mindes Chairman of the Board (Principal Executive December 10, 1997
- --------------------------------------- Officer) and Director
Barry Mindes
/s/ Bernard Albanese President, Treasurer and Director December 10, 1997
- ---------------------------------------
Bernard Albanese
/s/ Jeneene M. Norman Chief Financial Officer (Principal Financial December 10, 1997
- --------------------------------------- and Accounting Officer)
Jeneene M. Norman
/s/ Fredric Kupersmith Director December 10, 1997
- ---------------------------------------
Fredric Kupersmith
/s/ Janet B. Mindes Director December 10, 1997
- ---------------------------------------
Janet B. Mindes
/s/ Harold Rapaport Director December 10, 1997
- ---------------------------------------
Harold Rapaport
</TABLE>
6
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit No. Document Page
----------- -------- ----
<S> <C> <C>
4.1 1995 Stock Option Plan of the Registrant (incorporated by
reference to Exhibit 10.11 to the Registrant's
Registration Statement on Form SB-2 (Registration No.
333-15005), filed on October 29, 1996). (Effective
October 23, 1996, the 1995 Stock Option Plan was amended
to increase the number of shares of Common Stock for
which options could be granted thereunder from 215,000 to
649,955 as a result of a 3.0230479:1 stock split).
4.2 1996 Stock Option Plan of the Registrant (incorporated by
reference to Exhibit 10.12 to the Registration's
Registration Statement on Form SB-2 (Registration No.
333-15005), filed on October 29, 1996).
4.3 Form of Incentive Stock Option Agreement.
4.4 Form of Non-Qualified Stock Option Agreement.
4.5 Certificate of Incorporation of the Registrant
(incorporated by reference to Exhibit 3.1 to the
Registrant's Registration Statement on Form SB-2
(Registration No. 333-15005), filed on October 29, 1996).
4.6 Amendment, filed October 24, 1996, to Certificate of
Incorporation of the Registrant (incorporated by
reference to Exhibit 3.1(a) to the Registrant's
Registration Statement on Form SB-2 (Registration No.
333-15005), filed on October 29, 1996).
4.7 Specimen Common Stock Certificate (incorporated by
reference to Exhibit 4.2 to the Registrant's Registration
Statement Form SB-2 (Registration No. 333-15005),
Amendment No. 2 filed on December 3, 1996).
5.1 Opinion of Rubin Baum Levin Constant & Friedman.
23.1 Consent of Rubin Baum Levin Constant & Friedman (included
in Exhibit 5.1).
23.2 Consent of KPMG Peat Marwick LLP.
24.1 Powers of Attorney (included on the signature page of
this Registration Statement).
</TABLE>
7
<PAGE>
EXHIBIT 4.3
INTERNATIONAL SPORTS WAGERING INC.
INCENTIVE STOCK OPTION AGREEMENT
PURSUANT TO INTERNATIONAL SPORTS WAGERING INC.
1996 STOCK OPTION PLAN
AGREEMENT made as of ____________ ___, 19__, by and between
INTERNATIONAL SPORTS WAGERING INC., a Delaware corporation with its principal
place of business at 201 Lower Notch Road, Suite 2B, Little Falls, New Jersey
07424 (the "Company"), and the undersigned employee of the Company or any of its
subsidiaries (the "Optionee").
W I T N E S S E T H:
WHEREAS, the Company considers it desirable and in its best interests
that the Optionee be encouraged to acquire an ownership interest in the Company,
and thereby have an added incentive to advance the interests of the Company, by
the grant of an option to purchase shares of the Company's common stock, par
value $.001 per share (the "Common Stock"), in accordance with the Company's
1996 Stock Option Plan (the "Plan") on the terms and conditions hereinafter set
forth; and
WHEREAS, the Plan provides that each option granted thereunder is to be
evidenced by an option agreement, setting forth the terms and conditions of the
option.
NOW, THEREFORE, in consideration of the premises and of the mutual
covenants and agreements contained herein, the Company and the Optionee hereby
agree as follows:
1. Grant of Option.
The Company hereby grants to the Optionee the right, privilege and
option (the "Option") to purchase ______ shares of the Company's Common Stock
(the "Shares") at the purchase price of $______________ per Share (the "Purchase
Price"), in the manner and subject to the conditions hereinafter provided and
contained in the Plan. In the event of any inconsistencies between the Plan and
this Agreement, the Plan shall govern. Such number of Shares issuable upon
exercise of the Option shall be subject to adjustment as provided in Section 7
below. The Option is intended to be an incentive stock option meeting the
requirements of Section 422 of the Internal Revenue Code of 1986, as amended
(the "Code"). If for
-1-
<PAGE>
any reason the Option or any part hereof is not deemed to be an incentive stock
option, to the extent it is not an incentive stock option, it shall be treated
as a non-qualified stock option.
[NOTE: THERE ARE ALTERNATE SECTIONS 2 DEPENDING UPON WHETHER THIS
IS AN INITIAL GRANT AT THE TIME OF EMPLOYMENT, OR A SUBSEQUENT
GRANT.]
[INITIAL GRANT AT TIME OF EMPLOYMENT]
2. Time of Exercise of Option.
The Option shall not be exercisable during the first 12 months after
the date that the Optionee's employment with the Company commenced (which
employment commencement date was _________, __, 19__). On the first anniversary
of the date on which Optionee's employment commenced, provided the Optionee is
then employed by the Company or any of its subsidiaries, the Option shall be
exercisable as to 25% of the Shares covered by the Option. On each of the
second, third and fourth anniversaries of the date on which Optionee's
employment commenced, provided the Optionee is then employed by the Company or
any of its subsidiaries, an additional 25% percent of the Shares covered hereby
shall be exercisable such that on the fourth anniversary of the date on which
Optionee's employment commenced, all of the Shares covered by the Option shall
be exercisable; provided, however, that upon a Change in Control (as defined in
the Plan) of the Company, the Option shall be immediately exercisable. To the
extent the Option is not exercised by the Optionee when it becomes exercisable,
it shall continue in full force and effect until the Expiration Date (as
hereinafter defined).
[SUBSEQUENT GRANT]
2. Time of Exercise of Option.
The Option shall not be exercisable during the first 12 months after
the date of grant. On the first anniversary of the date of grant, provided the
Optionee is then employed by the Company or any of its subsidiaries, the Option
shall be exercisable as to 25% of the Shares covered by the Option. On each of
the second, third and fourth anniversaries of the date of grant, provided the
Optionee is then employed by the Company or any of its subsidiaries, an
additional 25% percent of the Shares covered hereby shall be exercisable such
that on the fourth anniversary of the date of grant all of the Shares covered by
the Option shall be exercisable; provided, however, that upon a Change in
Control (as defined in the Plan) of the Company, the Option shall be immediately
exercisable.
-2-
<PAGE>
To the extent the Option is not exercised by the Optionee when it becomes
exercisable, it shall continue in full force and effect until the Expiration
Date (as hereinafter defined).
3. Method of Exercise.
The Option shall be exercised by written notice in the form of Exhibit
A hereto, directed to the Company at the Company's address set forth above, duly
executed by the Optionee, specifying the number of shares being purchased and
accompanied by either (i) cash or check payable to the order of the Company in
full payment of the Purchase Price for the number of Shares being purchased, or
(ii) certificate(s), duly endorsed for transfer to the Company with signature
guaranteed, for that number of previously acquired Shares having an aggregate
fair market value as determined in accordance with the Plan ("Fair Market
Value"), on the date of exercise equal to the full Purchase Price for the number
of Shares being purchased, or (iii) a combination of (i) and (ii).
The Option shall not be exercisable at any time in an amount less than
100 Shares (or the remaining Shares then covered by and purchasable under the
Option if less than 100 Share).
4. Term of Options; Exercisability.
A. Term.
1. This Option shall expire on the tenth anniversary
of the date of this agreement (the "Expiration Date"), subject to earlier
termination as herein provided.
2. Except as otherwise provided in this Section 4, if
the Optionee's employment by the Company and its subsidiaries is terminated for
any reason, the Option shall terminate on the earlier of (i) three months after
the date the Optionee's employment by the Company and its subsidiaries is
terminated, or (ii) the date on which the Option expires by its terms.
3. If the Optionee's employment is terminated by the
Company and its subsidiaries for cause (as such term is defined in any
employment agreement or similar agreement between the Optionee and the Company
or, if there is no such employment agreement, or the employment agreement does
not have provisions relating to termination for cause, as such term is defined
by the law of the State of New York), the Option will to the extent not
terminated be deemed to have terminated on the date immediately preceding the
date the Optionee's employment is terminated by the Company and its
subsidiaries.
-3-
<PAGE>
4. If the Optionee's employment is terminated by the
Company and its subsidiaries because the Optionee has become disabled (as
defined in any employment agreement or similar agreement between the Optionee
and the Company or within the meaning of Section 22(e)(3) of the Code), the
Option shall termi nate on the earlier of (i) one year after the date the
Optionee's employment by the Company and its subsidiaries is terminated, or (ii)
the date on which the Option expires by its terms.
5. In the event of the death of the Optionee, the
Option shall terminate on the earlier of (i) one year after the date of death,
or (ii) the date on which the Option expires by its terms.
B. Exercisability.
1. Except as provided in this Section 4.B., if the
Optionee's employment by the Company and its subsidiaries is terminated, the
Option shall be exercisable only to the extent that the right to purchase Shares
under the Option is exercisable on the date the Optionee's employment by the
Company and its subsidiaries is terminated.
2. If the Optionee's employment is terminated by the
Company and its subsidiaries because the Optionee has become disabled (as such
term is defined in any employment agreement between the Optionee and the Company
or, if there is no such employment agreement, or the employment agreement does
not contain provisions relating to termination for disability, as determined by
the Board of Directors of the Company), the Option shall be immediately
exercisable as to the full number of Shares covered by the Option, whether or
not under the provisions of Section 2 hereof the Option was otherwise
exercisable as of the date of disability.
3. In the event of the death of the Optionee, the
Option granted to the Optionee shall be immediately exercisable as to the full
number of Shares covered thereby, whether or not under the provisions of Section
2 hereof the Optionee was entitled to do so at the date of his death, by the
executor, administrator or personal representative of the Optionee, or by any
person or persons who acquired the right to exercise such Option by bequest or
inheritance or by reason of the death of the Optionee.
5. Non-Transferability.
The right of the Optionee to exercise the Option shall not be
assignable or transferable by the Optionee otherwise than by will or the laws of
descent and distribution, and the Option may be exercised during the lifetime of
the Optionee only by the Optionee.
-4-
<PAGE>
The Option shall be null and void and without effect upon the bankruptcy of the
Optionee or upon any attempted assignment or transfer, except as hereinabove
provided, including without limitation, any purported assignment, whether
voluntary or by operation of law, pledge, hypothecation or other disposition
contrary to the provisions hereof, or levy of execution, attachment, trustee
process or similar process, whether legal or equitable, upon the Option.
6. Representation Letter and Investment Legend.
A. Notwithstanding the provisions of Sections 3 and 4 hereof,
the Option cannot be exercised, and the Company may delay the issuance of the
Shares covered by the exercise of the Option and the delivery of a certificate
for the Shares, until one of the following conditions shall be satisfied:
1. The Shares with respect to which the Option has
been exercised are at the time of the issuance of the Shares effectively
registered or qualified under applicable federal and state securities acts now
in force or as hereafter amended; or
2. Counsel for the Company shall have given an
opinion, which opinion shall not be unreasonably conditioned or withheld, that
the issuance of the Shares is exempt from registration and qualification under
applicable federal and state securities acts now in force or as hereafter
amended.
B. In the event that for any reason the Shares to be issued
upon exercise of the Option shall not be effectively registered under the
Securities Act of 1933, as amended (the "1933 Act"), upon any date on which the
Option is exercised in whole or in part, the Optionee shall give a written
representation to the Company in the form attached hereto as Exhibit A and the
Company shall place an "investment legend," so-called, as described in Exhibit
A, upon any certificate for the Shares issued by reason of such exercise. In the
event that the Company shall, nevertheless, deem it necessary or desirable to
register under the 1933 Act or other applicable statutes the Shares with respect
to which the Option shall have been exercised, or to qualify the Shares for
exemption from the 1933 Act or other applicable statutes, then the Company may
take such action and may require from the Optionee such information in writing
for use in any registration statement, supplementary registration statement,
prospectus, preliminary prospectus, offering circular or any other document that
is reasonably necessary for such purpose and may require reasonable indemnity to
the Company and its officers and directors from the Optionee against all losses,
claims, damages and liabilities arising from such use of the information so
furnished and caused by
-5-
<PAGE>
any untrue statement of any material fact therein or caused by the omission to
state a material fact required to be stated therein or necessary to make the
statements therein not misleading in the light of the circumstances under which
they were made.
C. The Company shall be under no obligation to qualify the
Shares or to cause a registration statement or a post-effective amendment to any
registration statement to be prepared for the purposes of covering the issue of
the Shares or to cause the issuance of the Shares to be exempt from registration
and qualification under applicable federal and state securities acts now in
force or as hereinafter amended, except as otherwise agreed to by the Company in
writing in its sole discretion and, accordingly, the Company may delay the
issuance of the Shares covered by the exercise of the Option and the delivery of
a certificate for the Shares until the Company shall have determined that all
conditions to the issuance of the Shares shall have been satisfied.
7. Adjustment in and Changes in Common Stock.
Subject to the Plan, if the outstanding shares of the Common Stock are
changed into or exchanged for a different number or kind of shares or other
securities of the Company by reason of any reorganization, recapitalization,
reclassification, stock split, combination of shares, or dividends payable in
capital stock, appropriate and equitable adjustment shall be made by the Board
of Directors of the Company, in its sole discretion, in the number and kind of
shares as to which the Option or portion thereof then unexercised shall be
exercisable. Such adjustment in the Option shall be made without change in the
total price applicable to the unexercised portion of such the Option and with a
corresponding adjustment in the Option price per share.
8. Effect on Other Rights.
This Agreement shall in no way affect the Optionee's participation in
or benefits under any other plan or benefit program maintained or provided by
the Company. Nothing in this Agreement shall be construed to give the Optionee
any right to any additional options other than in the sole discretion of the
Board of Directors of the Company or to confer on the Optionee any right to
continue in the employ of the Company or any subsidiary thereof or to be
evidence of any agreement or understanding, express or implied, that the Company
will employ the Optionee in any particular position or at any particular rate of
remuneration, or for any particular period of time or to interfere in any way
with the right of the Company or a subsidiary thereof (or the right of the
Optionee) to terminate the employment of the Optionee at any
-6-
<PAGE>
time, with or without cause, notwithstanding the possibility that the Option may
thereby be terminated entirely.
9. Rights as a Shareholder.
The Optionee shall have no rights as a shareholder with re spect to any
Shares which may be purchased by exercise of the Option until (x) the Option
shall have been exercised with respect thereto (including payment to the Company
of the Purchase Price), and (y) the earlier to occur of (i) delivery by the
Company to the optionee of a certificate therefor or (ii) the date on which the
Company is required to deliver a certificate pursuant to the Plan and this
Agreement. Except as otherwise expressly provided in the Plan, no adjustment
shall be made for dividends or other rights for which the record date is prior
to the date such certificate is issued or required to be issued in accordance
with the Plan.
10. Governing Law.
THIS AGREEMENT SHALL BE GOVERNED BY THE LAWS OF THE STATE OF NEW YORK
APPLICABLE TO CONTRACTS TO BE MADE AND PERFORMED ENTIRELY THEREIN WITHOUT
REFERENCE TO CONFLICT OF LAWS PRINCIPLES.
11. Withholding Taxes.
Whenever Shares are to be issued upon exercise of the Option, the
Company shall have the right to require the Optionee to remit to the Company an
amount sufficient to satisfy all federal, state and local withholding tax
requirements, if any, prior to the delivery of any certificate or certificates
for such Shares. The Company may agree to permit the Optionee to withhold Shares
purchased upon exercise of this Option to satisfy the above-mentioned
withholding requirement.
12. Headings.
The headings contained in this Agreement are for convenience of
reference only and in no way define, limit or describe the scope or intent of
this Agreement or in any way affect this Agreement.
13. Binding Effect.
This Agreement shall inure to the benefit of and be binding upon the
parties hereto and their respective heirs, executors, administrators, successors
and assigns.
-7-
<PAGE>
IN WITNESS WHEREOF, the Company has caused this Agreement to be
executed, and the Optionee has hereunto set his or her hand and seal, all as of
the day and year first above written.
INTERNATIONAL SPORTS WAGERING INC.
By:___________________________
Title:
OPTIONEE:
------------------------------
Name:
Rev. 2/14/97
-8-
<PAGE>
EXHIBIT A
TO STOCK OPTION AGREEMENT
Date:______________________
International Sports Wagering Inc.
201 Lower Notch Road
Suite 2B
Little Falls, New Jersey 07424
Ladies and Gentlemen:
I hereby elect to purchase ____ shares of the Common Stock, no par
value per share, of International Sports Wagering Inc. (the "Company") under the
option granted to me pursuant to the Incentive Stock Option Agreement, dated as
of _______________, 199_, under the Company's 1996 Stock Option Plan.
Enclosed is [cash] [a check] in the amount of $______.___ [______
shares of the Company's Common Stock] in full payment of the shares being
purchased ($_______________ per share x ____ shares).
Please deliver certificates representing the shares being purchased to
me at:
-----------------------------
-----------------------------
-----------------------------
I hereby acknowledge that I have been informed as follows:
1. The shares of common stock of the Company to be issued to me
pursuant to the exercise of said option have not been registered under the
Securities Act of 1933, as amended (the "1933 Act"), and accordingly, must be
held indefinitely unless such shares are subsequently registered under the 1933
Act, or an exemption from such registration is available.
2. Routine sales of securities made in reliance upon Rule 144, if
applicable, under the 1933 Act can be made only after the
-9-
<PAGE>
holding period and in limited amounts in accordance with the terms and
conditions provided by that Rule, and in any sale to which that Rule is not
applicable, registration or compliance with some other exemption under the 1933
Act will be required.
3. The Company is under no obligation to me to register the shares or
to comply with any such exemptions under the 1933 Act.
4. The availability of Rule 144, if applicable, is dependent upon
adequate current public information with respect to the Company being available
and, at the time that I may desire to make a sale pursuant to the Rule, the
Company may neither wish nor be able to comply with such requirement.
In consideration of the issuance of certificates for the shares to me,
I hereby represent and warrant that I am acquiring such shares for my own
account for investment, and that I will not sell, pledge, transfer or otherwise
dispose of such shares in the absence of an effective registration statement
covering the same, except as permitted by the provisions of Rule 144, if
applicable, or some other applicable exemption under the 1933 Act. In view of
this representation and warranty, I agree that there may be affixed to the
certificates for the shares to be issued to me, and to all certificates issued
hereafter representing such shares (until in the opinion of counsel, which
opinion must be reasonably satisfactory in form and substance to counsel for the
Company, it is no longer necessary or required) a legend as follows:
"The shares of common stock represented by this certifi cate have not
been registered under the Securities Act of 1933, as amended (the
"Act"), and were acquired by the registered holder, pursuant to a
representation and warranty that such holder was acquiring such shares
for his or her own account and for investment, with no intention to
transfer or dispose of the same, in viola tion of the registration
requirements of the Act. These shares may not be sold, pledged,
transferred or otherwise disposed of in the absence of an effective
registration statement under the Act, or an opinion of counsel, which
opinion is reasonably satisfactory to counsel to the Company, to the
effect that registration is not required under the Act."
-10-
<PAGE>
I further agree that the Company may place a stop order with its
Transfer Agent, prohibiting the transfer of such shares, so long as the legend
remains on the certificates representing the shares.
Very truly yours,
------------------------------
Optionee:
Rev. 2/14/97
<PAGE>
EXHIBIT 4.4
INTERNATIONAL SPORTS WAGERING INC.
NON-QUALIFIED STOCK OPTION AGREEMENT
PURSUANT TO INTERNATIONAL SPORTS WAGERING INC.
1996 STOCK OPTION PLAN
AGREEMENT made _______________, 19__, by and between INTERNATIONAL
SPORTS WAGERING INC., a Delaware corporation with its principal place of
business at 201 Lower Notch Road, Suite 2B, Little Falls, New Jersey 07424 (the
"Company"), and the undersigned employee, agent or director of, or consultant
to, the Company or any of its subsidiaries (the "Optionee").
W I T N E S S E T H:
WHEREAS, the Company considers it desirable and in its best interests
that the Optionee be encouraged to acquire an ownership interest in the Company,
and thereby have an added incentive to advance the interests of the Company, by
the grant of an option to purchase shares of the Company's common stock, par
value $.001 per share (the "Common Stock"), in accordance with the Company's
1996 Stock Option Plan (the "Plan") on the terms and conditions hereinafter set
forth; and
WHEREAS, the Plan provides that each option granted thereunder is to be
evidenced by an option agreement, setting forth the terms and conditions of the
option.
NOW, THEREFORE, in consideration of the premises and of the mutual
covenants and agreements contained herein, the Company and the Optionee hereby
agree as follows:
1. Grant of Option.
The Company hereby grants to the Optionee the right, privilege and
option (the "Option") to purchase ___________ shares of the Company's Common
Stock (the "Shares") at the purchase price of $________ per Share (the "Purchase
Price"), in the manner and subject to the conditions hereinafter provided and
contained in the Plan. In the event of any inconsistencies between the Plan and
this Agreement, the Plan shall govern. Such number of Shares issuable upon
exercise of the Option shall be subject to adjustment as provided in Section 7
below. The Option is not intended to be an incentive stock option meeting the
requirements of Section 422 of the Internal Revenue Code of 1986, as amended
(the "Code").
-1-
<PAGE>
2. Time of Exercise of Option.
The Option shall not be exercisable during the first 12 months after
the date of grant. On the first anniversary of the date of grant, provided the
Optionee is then employed by the Company or any of its subsidiaries, the Option
shall be exercisable as to _______% of the Shares covered by the Option. On each
of the ___________ anniversaries of the date of grant, provided the Optionee is
then employed by the Company or any of its subsidiaries, an additional ________%
of the Shares covered hereby shall be exercisable such that on the ___________
anniversary of the date of grant all of the Shares covered by the Option shall
be exercisable; provided, however, that upon a Change in Control (as defined in
the Plan) of the Company, the Option shall be immediately exercisable. To the
extent the Option is not exercised by the Optionee when it becomes exercisable,
it shall continue in full force and effect until the Expiration Date (as
hereinafter defined).
3. Method of Exercise.
The Option shall be exercised by written notice in the form of Exhibit
A hereto directed to the Company at the Company's address set forth above, duly
executed by the Optionee, specifying the number of shares being purchased and
accompanied by either (i) cash or check payable to the order of the Company in
full payment of the Purchase Price for the number of Shares being purchased, or
(ii) certificate(s), duly endorsed for transfer to the Company with signature
guaranteed, for that number of previously acquired Shares having an aggregate
fair market value as determined in accordance with the Plan ("Fair Market
Value"), on the date of exercise equal to the full Purchase Price for the number
of Shares being purchased, or (iii) a combination of (i) and (ii).
The Option shall not be exercisable at any time in an amount less than
100 Shares (or the remaining fraction of a Share then covered by and purchasable
under the Option if less than 100 Shares).
4. Term of Options; Exercisability.
A. Term.
1. This Option shall expire on _____________, ____
(the "Expiration Date"), subject to earlier termination as herein provided.
2. Except as otherwise provided in this Section 4, if
the Optionee's employment by, or retention as an agent, director of, or
consultant to, the Company and its subsidiaries is
-2-
<PAGE>
terminated for any reason, the Option shall terminate on the earlier of (i)
three months after the date the Optionee's employment by or retention as an
agent, director of, or consultant to, the Company and its subsidiaries is
terminated, or (ii) the date on which the Option expires by its terms.
3. If the Optionee's employment by, or retention as
an agent, director of, or consultant to, the Company is terminated by the
Company and its subsidiaries for cause (as such term is defined in any
employment agreement or similar agreement between the Optionee and the Company
or, if there is no such employment or similar agreement, or the employment or
similar agreement does not have provisions relating to termination for cause, as
such term is defined by the law of the State of New York), the Option will to
the extent not terminated be deemed to have terminated on the date immediately
preceding the date the Optionee's employment by, or retention as an agent,
director of, or consultant to, the Company is terminated by the Company and its
subsidiaries.
4. If the Optionee's employment by, or retention as
an agent, director of, or consultant to, the Company is terminated by the
Company and its subsidiaries because the Optionee has become disabled (within
the meaning of Section 22(e)(3) of the Code), the Option shall terminate on the
earlier of (i) one year after the date the Optionee's employment by, or
retention as an agent, director of, or consultant to, the Company and its
subsidiaries is terminated, or (ii) the date on which the Option expires by its
terms.
5. In the event of the death of the Optionee, the
Option shall terminate on the earlier of (i) one year after the date of death,
or (ii) the date on which the Option expires by its terms.
B. Exercisability.
1. Except as provided in this Section 4.B., if the
Optionee's employment by, or retention as an agent, director of, or consultant
to, the Company and its subsidiaries is terminated, the Option shall be
exercisable only to the extent that the right to purchase Shares under the
Option is exercisable on the date the Optionee's employment by, or retention as
an agent, director of, or consultant to, the Company and its subsidiaries is
terminated.
2. If the Optionee's employment by, or retention
as an agent, director of, or consultant to, the Company is terminated by the
Company and its subsidiaries because the Optionee has become disabled (as such
term is defined in any employment or
-3-
<PAGE>
similar agreement between the Optionee and the Company or, if there is no such
employment or similar agreement, or the employment or similar agreement does not
contain provisions relating to termination for disability, as determined by the
Board of Directors of the Company), the Option shall be immediately exercisable
as to the full number of Shares covered by the Option, whether or not under the
provisions of Section 2 hereof the Option was otherwise exercisable as of the
date of disability.
3. In the event of the death of the Optionee, the
Option granted to the Optionee shall be immediately exercisable as to the full
number of Shares covered thereby, whether or not under the provisions of Section
2 hereof the Optionee was entitled to do so at the date of his death, by the
executor, administrator or personal representative of the Optionee, or by any
person or persons who acquired the right to exercise such Option by bequest or
inheritance or by reason of the death of the Optionee.
5. Non-Transferability.
[THIS PROVISION MAY BE DELETED OR MODIFIED AT THE DISCRETION
OF THE BOARD OR COMMITTEE GRANTING THE OPTION].
The right of the Optionee to exercise the Option shall not be
assignable or transferable by the Optionee otherwise than by will or the laws of
descent and distribution, and the Option may be exercised during the lifetime of
the Optionee only by the Optionee. The Option shall be null and void and without
effect upon the bankruptcy of the Optionee or upon any attempted assignment or
transfer, except as hereinabove provided, including without limitation, any
purported assignment, whether voluntary or by operation of law, pledge,
hypothecation or other disposition contrary to the provisions hereof, or levy of
execution, attachment, trustee process or similar process, whether legal or
equitable, upon the Option.
6. Representation Letter and Investment Legend.
A. Notwithstanding the provisions of Sections 3 and 4 hereof,
the Option cannot be exercised, and the Company may delay the issuance of the
Shares covered by the exercise of the Option and the delivery of a certificate
for the Shares, until one of the following conditions shall be satisfied:
1. The Shares with respect to which the Option has
been exercised are at the time of the issuance of the Shares effectively
registered or qualified under applicable federal and state securities acts now
in force or as hereafter amended; or
-4-
<PAGE>
2. Counsel for the Company shall have given an
opinion, which opinion shall not be unreasonably conditioned or withheld, that
the issuance of the Shares is exempt from registration and qualification under
applicable federal and state securities acts now in force or as hereafter
amended.
B. In the event that for any reason the Shares to be issued
upon exercise of the Option shall not be effectively registered under the
Securities Act of 1933, as amended (the "1933 Act"), upon any date on which the
Option is exercised in whole or in part, the Optionee shall give a written
representation to the Company in the form attached hereto as Exhibit A and the
Company shall place an "investment legend," so-called, as described in Exhibit
A, upon any certificate for the Shares issued by reason of such exercise. In the
event that the Company shall, nevertheless, deem it necessary or desirable to
register under the 1933 Act or other applicable statutes the Shares with respect
to which the Option shall have been exercised, or to qualify the Shares for
exemption from the 1933 Act or other applicable statutes, then the Company may
take such action and may require from the Optionee such information in writing
for use in any registration statement, supplementary registration statement,
prospectus, preliminary prospectus, offering circular or any other document that
is reasonably necessary for such purpose and may require reasonable indemnity to
the Company and its officers and directors from the Optionee against all losses,
claims, damages and liabilities arising from such use of the information so
furnished and caused by any untrue statement of any material fact therein or
caused by the omission to state a material fact required to be stated therein or
necessary to make the statements therein not misleading in the light of the
circumstances under which they were made.
C. The Company shall be under no obligation to qualify the
Shares or to cause a registration statement or a post-effective amendment to any
registration statement to be prepared for the purposes of covering the issue of
the Shares or to cause the issuance of the Shares to be exempt from registration
and qualification under applicable federal and state securities acts now in
force or as hereinafter amended, except as otherwise agreed to by the Company in
writing in its sole discretion and, accordingly, the Company may delay the
issuance of the Shares covered by the exercise of the Option and the delivery of
a certificate for the Shares until the Company shall have determined that all
conditions to the issuance of the Shares shall have been satisfied.
-5-
<PAGE>
7. Adjustment in and Changes in Common Stock.
Subject to the Plan, if the outstanding shares of the Common Stock are
changed into or exchanged for a different number or kind of shares or other
securities of the Company by reason of any reorganization, recapitalization,
reclassification, stock split, combination of shares, or dividends payable in
capital stock, appropriate and equitable adjustment shall be made by the Board
of Directors of the Company, in its sole discretion, in the number and kind of
shares as to which the Option or portion thereof then unexercised shall be
exercisable. Such adjustment in the Option shall be made without change in the
total price applicable to the unexercised portion of such the Option and with a
corresponding adjustment in the Option price per share.
8. Effect on Other Rights.
This Agreement shall in no way affect the Optionee's participation in
or benefits under any other plan or benefit program maintained or provided by
the Company. Nothing in this Agreement shall be construed to give the Optionee
any right to any additional options other than in the sole discretion of the
Board of Directors of the Company or to confer on the Optionee any right to
continue in the employ of the Company or any subsidiary thereof or to continue
to be retained as an agent, director of, or consultant to, the Company, or to be
evidence of any agreement or understanding, express or implied, that the Company
will employ or continue to retain the Optionee in any particular position or at
any particular rate of remuneration, or for any particular period of time or to
interfere in any way with the right of the Company or a subsidiary thereof (or
the right of the Optionee) to terminate the employment or retention of the
Optionee at any time, with or without cause, notwithstanding the possibility
that the Option may thereby be terminated entirely.
9. Rights as a Shareholder.
The Optionee shall have no rights as a shareholder with re spect to any
Shares which may be purchased by exercise of the Option until (x) the Option
shall have been exercised with respect thereto (including payment to the Company
of the Purchase Price), and (y) the earlier to occur of (i) delivery by the
Company to the optionee of a certificate therefor or (ii) the date on which the
Company is required to deliver a certificate pursuant to the Plan and this
Agreement. Except as otherwise expressly provided in the Plan, no adjustment
shall be made for dividends or other rights for which the record date is prior
to the date such certificate is issued or required to be issued in accordance
with the Plan.
-6-
<PAGE>
10. Governing Law.
THIS AGREEMENT SHALL BE GOVERNED BY THE LAWS OF THE STATE OF NEW YORK
APPLICABLE TO CONTRACTS TO BE MADE AND PERFORMED ENTIRELY THEREIN WITHOUT
REFERENCE TO CONFLICT OF LAWS PRINCIPLES.
11. Withholding Taxes.
Whenever Shares are to be issued upon exercise of the Option, the
Company shall have the right to require the Optionee to remit to the Company an
amount sufficient to satisfy all federal, state and local withholding tax
requirements, if any, prior to the delivery of any certificate or certificates
for such Shares. The Company may agree to permit the Optionee to withhold Shares
purchased upon exercise of this Option to satisfy the above-mentioned
withholding requirement.
12. Headings.
The headings contained in this Agreement are for convenience of
reference only and in no way define, limit or describe the scope or intent of
this Agreement or in any way affect this Agreement.
13. Binding Effect.
This Agreement shall inure to the benefit of and be binding upon the
parties hereto and their respective heirs, executors, administrators, successors
and assigns.
IN WITNESS WHEREOF, the Company has caused this Agreement to be
executed, and the Optionee has hereunto set his or her hand and seal, all as of
the day and year first above written.
INTERNATIONAL SPORTS WAGERING INC.
By:___________________________
Title:
OPTIONEE:
------------------------------
Name:
Rev. 2/14/97
-7-
<PAGE>
EXHIBIT A
TO STOCK OPTION AGREEMENT
Date:______________________
International Sports Wagering Inc.
201 Lower Notch Road
Suite 2B
Little Falls, New Jersey 07424
Ladies and Gentlemen:
I hereby elect to purchase ____ shares of the Common Stock, $.001 par
value per share, of International Sports Wagering Inc. (the "Company") under the
option granted to me pursuant to the Stock Option Agreement, dated
_______________, ____, under the
Company's 1996 Stock Option Plan.
Enclosed is [cash] [a check] in the amount of $______.___ [______
shares of the Company's Common Stock] in full payment of the shares being
purchased ($________ per share x ____ shares).
Please deliver certificates representing the shares being purchased to
me at:
-----------------------------
-----------------------------
-----------------------------
I hereby acknowledge that I have been informed as follows:
1. The shares of common stock of the Company to be issued to me
pursuant to the exercise of said option have not been registered under the
Securities Act of 1933, as amended (the "1933 Act"), and accordingly, must be
held indefinitely unless such shares are subsequently registered under the 1933
Act, or an exemption from such registration is available.
2. Routine sales of securities made in reliance upon Rule 144, if
applicable, under the 1933 Act can be made only after the holding period and in
limited amounts in accordance with the terms
<PAGE>
and conditions provided by that Rule, and in any sale to which that Rule is not
applicable, registration or compliance with some other exemption under the 1933
Act will be required.
3. The Company is under no obligation to me to register the shares or
to comply with any such exemptions under the 1933 Act.
4. The availability of Rule 144, if applicable, is dependent upon
adequate current public information with respect to the Company being available
and, at the time that I may desire to make a sale pursuant to the Rule, the
Company may neither wish nor be able to comply with such requirement.
In consideration of the issuance of certificates for the shares to me,
I hereby represent and warrant that I am acquiring such shares for my own
account for investment, and that I will not sell, pledge, transfer or otherwise
dispose of such shares in the absence of an effective registration statement
covering the same, except as permitted by the provisions of Rule 144, if
applicable, or some other applicable exemption under the 1933 Act. In view of
this representation and warranty, I agree that there may be affixed to the
certificates for the shares to be issued to me, and to all certificates issued
hereafter representing such shares (until in the opinion of counsel, which
opinion must be reasonably satisfactory in form and substance to counsel for the
Company, it is no longer necessary or required) a legend as follows:
"The shares of common stock represented by this certifi cate have not
been registered under the Securities Act of 1933, as amended (the
"Act"), and were acquired by the registered holder, pursuant to a
representation and warranty that such holder was acquiring such shares
for his or her own account and for investment, with no intention to
transfer or dispose of the same, in viola tion of the registration
requirements of the Act. These shares may not be sold, pledged,
transferred or otherwise disposed of in the absence of an effective
registration statement under the Act, or an opinion of counsel, which
opinion is reasonably satisfactory to counsel to the Company, to the
effect that registration is not required under the Act."
I further agree that the Company may place a stop order with its
Transfer Agent, prohibiting the transfer of such shares, so long as the legend
remains on the certificates representing the shares.
Very truly yours,
<PAGE>
------------------------------
Optionee:
Rev. 2/14/97
<PAGE>
EXHIBIT 5.1
<TABLE>
RUBIN BAUM LEVIN CONSTANT & FRIEDMAN
- ----------------------------------------------------------------------------------
<S> <C> <C> <C>
Ronald Greenberg Denise M. Tormey Of Counsel
Michael J. Weinberger+ Arlene G. Dubin Irving Constant, P.C. 30 ROCKEFELLER PLAZA
Stephen A. Marshall Richard L. Sadowsky Burton R. Rubin, P.C. NEW YORK, NEW YORK 10112
Edward Klimerman Walter M. Epstein Richard D. Mondre, P.A.+ (212) 698-7700
Jeffrey R. Mann Ivan W. Moskowitz Norman Alpert FAX: (212) 698-7825
Allan M. Rosenbloom Martin A. Schwartz, P.A.+ Daniel A. Besdin ------
Thomas G. Barrett David W. Trench, P.A.*+ Richard M. Zuckerman
Barry A. Adelman Robert B. Zimmerman Richard I. Reich Rubin Baum Levin
Brian L. Bilzin, P.A.+ Norman A. Moscowitz, P.A.*+ Richard M. Hoffman Constant Friedman & Bilzin
Irwin M. Rosenthal Paul H. Aloe++ Marc J. Stone, P.A.+ 2500 First Union Financial Center
David A. Mandel, P.C. Gregg S. Lerner ------ Miami, Florida 33131
John C. Sumberg, P.A.+ Richard M. Goldstein, P.A.*+ (305) 374-7580
Alvin J. Goldman+ Alvin D. Lodish, P.A.+ Max J. Rubin (1906-1996) Fax: (305) 374-7593
Stephen L. Solomon Jonathan D. Drucker Frederick Baum (1909-1985) ------
Matthew L. Lifflander Marina Rabinovich Abraham G. Levin (1919-1995)
Richard Dunn, P.A.+ Marjie C. Nealon, P.A.*+ Jack G. Friedman (1923-1996) Rubin Baum Levin
Alan D. Axelrod, P.A.+ Alan J. Kazan, P.A.+ ------ Constant & Friedman
Martin J. Schwartz Audrey A. Ellis, P.A.*+ Woodbridge Towers
Michael J. Emont Mitchell E. Widom, P.A.+ * NOT ADMITTED TO NEW YORK BAR 555 Route 1 South
Martin P. Michael Faith L. Charles + ALSO A MEMBER OF FLORIDA BAR Iselin, New Jersey 08830
Paul A. Gajer Richard G. Primoff ++ ALSO A MEMBER OF NEW JERSEY BAR (732) 855-2220
Brit Geiger+ Fax: (732) 855-2221
December 10, 1997
International Sports Wagering Inc. NEW YORK DIRECT DIAL NUMBER:
201 Lower Notch Road (212) 698-
Little Falls, NJ 07424
</TABLE>
Ladies and Gentlemen:
We have acted as counsel to International Sports Wagering Inc., a
Delaware corporation (the "Company"), in connection with the preparation of its
Registration Statement on Form S-8 under the Securities Act of 1933, as amended
(the "Registration Statement"), to which this opinion is to be filed as an
exhibit. The Registration Statement relates to the issuance of up to an
aggregate of 1,474,955 shares (the "Option Plan Shares") of the Company's Common
Stock, $.001 par value per share (the "Common Stock"), pursuant to stock options
granted or which may be granted under the Company's 1995 Stock Option Plan and
1996 Stock Option Plan.
We have examined such corporate records, documents, agreements and such
matters of law as we have considered necessary or appropriate for purposes of
this opinion. Based upon the foregoing, we are of the opinion that the Option
Plan Shares, when issued in accordance with the terms and conditions of the
respective Plans, against payment therefor, will be legally issued, fully paid
and nonassessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement. In giving this consent, we do not hereby admit that we
are in the category of persons whose consent is required under Section 7 of the
Securities Act of 1933, as amended, and the rules and regulations of the
Securities and Exchange Commission thereunder.
Very truly yours,
RUBIN BAUM LEVIN CONSTANT & FRIEDMAN
<PAGE>
EXHIBIT 23.2
Independent Auditors' Consent
The Board of Directors and Stockholders
International Sports Wagering Inc.:
We consent to the incorporation by reference in the registration statement on
Form S-8 of International Sports Wagering Inc., relating to the International
Sports Wagering Inc. 1995 and 1996 Stock Option Plans of our report dated
October 28, 1996, relating to the balance sheet of International Sports Wagering
Inc. (a development stage company) as of September 30, 1996, and the related
statements of operations, stockholders' equity and cash flows for the year ended
September 30, 1996, for the period from May 22, 1995 (date of inception) to
September 30, 1995 and for the period from May 22, 1995 (date of inception) to
September 30, 1996, which report appears in the September 30, 1996, annual
report on Form SB-2/A of International Sports Wagering Inc.
KPMG Peat Marwick LLP
New York, New York
December 10, 1997
<PAGE>
