As filed with the Securities and Exchange Commission on October 22, 1997
Registration No. _________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-----------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
-----------------------
PharmaSystems Holdings Corp.
(Exact Name of Registrant as Specified in Its Charter)
Colorado
(State or Other Jurisdiction of Incorporation or Organization)
84-1189040
(I.R.S. Employer Identification No.)
7350 NW 7th Street, Suite 104
Miami, Florida 33126
(Address of Principal Executive Offices)
PharmaSystems Holdings Corp. 1997 Non-Qualified
Stock Option Plan
(Full Title of the Plan)
Aurelio E. Alonso
7350 NW 7th Street, Suite 104
Miami, Florida 33126
(Name and Address of Agent For Service)
(305) 267-9500
(Telephone Number, Including Area Code, of Agent for Service)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- ---------------------------- ---------------------- ---------------------- -------------------- -----------------------
<S> <C> <C> <C> <C>
Proposed Proposed
Title Of Maximum Maximum
Securities Amount Offering Aggregate Amount Of
To Be To Be Price Per Offering Registration
Registered Registered Share (1) Price (1) Fee (1)
- ---------------------------- ---------------------- ---------------------- -------------------- -----------------------
Common Stock, no par value 6,000,000 $0.01 $60,000 $18.18
- ---------------------------- ---------------------- ---------------------- -------------------- -----------------------
</TABLE>
(1) Pursuant to Rule 457(h)(1) of the Securities Exchange Act of 1934, the
Proposed Maximum Offering Price Per Share, Proposed Maximum Aggregate
Offering Price and Amount of Registration Fee were computed upon the basis
of the price at which the options registered hereby are anticipated to be
exercised or $0.01 per share.
<PAGE>
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents filed by PharmaSystems Holdings Corp. (the
"Company") with the Securities and Exchange Commission (the "Commission") are
incorporated by reference into this Registration Statement:
(a) The registration statement on Form 10-SB filed by Euro-Tel, Inc.
(the predecessor by merger of the Company), including any amendments thereto.
(b) All other reports filed by the Company pursuant to Section 13(a) or
15(d) of the Securities Exchange Act of 1934, as amended, since the date of the
Form 10-SB (including any amendments thereto).
All documents subsequently filed by the Company with the Securities and
Exchange Commission pursuant to Sections 13(a), 13(c), 14 and 15(d) of the
Securities Exchange Act of 1934, as amended, after the date of this Registration
Statement, but prior to the filing of a post-effective amendment to this
Registration Statement that indicates that all securities offered by this
Registration Statement have been sold or which deregisters all such securities
then remaining unsold, shall be deemed to be incorporated by reference into this
Registration Statement. Each document incorporated by reference into this
Registration Statement shall be deemed to be a part of this Registration
Statement from the date of the filing of such document with the Securities and
Exchange Commission until the information contained therein is superseded or
updated by any subsequently filed document that is incorporated by reference
into this Registration Statement or by any document that constitutes part of the
prospectus relating to the PharmaSystems Holdings Corp. 1997 Non-Qualified Stock
Option Plan that meets the requirements of Section 10(a) of the Securities Act
of 1933, as amended.
ITEM 4. DESCRIPTION OF SECURITIES.
The class of Common Stock to be offered under this Registration
Statement (upon the exercise of the non-qualified stock options) is registered
under Section 12 of the Securities Exchange Act of 1934, as amended.
The securities registered under this registration statement are
non-qualified stock options and the underlying common stock. Such options can be
granted to certain employees, consultants, representatives, officers and
directors by the Company's Board of Directors or Stock Option Committee, if any
(collectively, the "Plan Administrator"), under the PharmaSystems Holdings Corp.
1997 Non-Qualified Stock Option Plan (the "Plan"). Such options entitle the
holders thereof to purchase up to an aggregate number of 6,000,000 shares of
common stock of the Company on the terms and conditions established by the Plan
Administrator. As of the date of this Registration Statement, options to
purchase 6,000,000 shares of common stock of the Company have been granted to
the following consultants:
<PAGE>
NAME OF CONSULTANT NUMBER OF SHARES OF COMMON STOCK
------------------ --------------------------------
Intercapital Holdings Corp. 1,500,000
Lanser S.A. 1,275,000
Yorkshire Capital Management Ltd. 1,250,000
Financial Future Corp. 1,500,000
Venture Funding Ltd. 200,000
Jeff Bruss 200,000
Emerging Growth, Ltd. 25,000
Stockplayer.Com.Inc. 50,000
The exercise price of the options is One Cent ($0.01) per share. Such
options will expire at the earlier of (i) June 18, 2002 or (ii) the date any
consulting agreement with the Company or any of its subsidiaries is terminated.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
In the Company's Amended and Restated Articles of Incorporation dated
November 12, 1996 (the "Articles"), the Company agreed to indemnify, to the
fullest extent permitted by law, any person who is or was a director, officer,
agent, fiduciary or employee of the Company against any claim, liability or
expense arising against or incurred by such person made party to a proceeding
because he is or was a director, officer, agent, fiduciary or employee of the
Company or because he is or was serving another entity or employee benefit plan
as a director, officer, partner, trustee, employee, fiduciary or agent at the
Company's request. In addition and subject to certain exceptions, the Articles
limit the personal liability of a director, providing that no director of the
Company shall have any personal liability for monetary damages to the Company or
its shareholders for breach of his fiduciary duty as a director. Such limitation
of liability does not apply to: (i) any breach of the director's duty of loyalty
to the Company or its shareholders; (ii) acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of law; (iii) voting
for or assenting to a distribution in violation of Colorado Business Corporation
Act Section 7-106-401 or the Articles if it is established that the director did
not perform his duties in compliance with Colorado Business Corporation Act
Section 7-108-401, provided that the personal liability of a director in this
circumstance shall be limited to the amount of the distribution which exceeds
what could have been lawfully distributed; or (iv) any transaction from which
the director directly or indirectly derives an improper personal benefit.
In addition, ss. 7-109-103 of Colorado Business Corporation Act
provides the following mandatory indemnification: "Unless limited by its
articles of incorporation, a corporation shall indemnify a person who was wholly
successful, on the merits or otherwise, in the defense of any proceeding to
which the person was a party because the person is or was a director, against
reasonable expenses incurred by him or her in connection with the proceeding."
A court may authorize indemnification pursuant to ss. 7-109-105 of
Colorado Business Corporation Act, which provides:
(1) Unless otherwise provided in the articles of
incorporation, a director who is or was a party to a
proceeding may apply for indemnification to the court
conducting the proceeding or to another court of competent
jurisdiction. On receipt of an application, the court, after
giving any notice the court considers necessary, may order
indemnification in the following manner:
(a) If it determines that the director is entitled to
<PAGE>
mandatory indemnification under section 7-109-103, the court
shall order indemnification, in which case the court shall
also order the corporation to pay the director's reasonable
expenses incurred to obtain court-ordered indemnification.
(b) If it determines that the director is fairly and
reasonably entitled to indemnification in view of all the
relevant circumstances, whether or not the director met the
standard of conduct set forth in section 7-109-102(1) or was
adjudged liable in the circumstances described in section
7-109-102(4), the court may order such indemnification as the
court deems proper; except that the indemnification with
respect to any proceeding in which liability shall have been
adjudged in the circumstances described in section
7-109-102(4) is limited to reasonable expenses incurred in
connection with the proceeding and reasonable expenses
incurred to obtain court-ordered indemnification.
In determining whether to indemnify a director or to advance costs, the
corporation must comply with the procedures set forth in Section 7-109-106 of
Colorado Business Corporation Act. The corporation must also provide notice of
such indemnification to its shareholders pursuant to Section 7-109-110 of
Colorado Business Corporation Act.
ITEM 8. EXHIBITS.
EXHIBIT NO. DESCRIPTION LOCATION
----------- ----------- --------
4.1 PharmaSystems Holdings Corp. 1997 Provided herewith
Non-Qualified Stock Option Plan
4.2 Consulting Agreement with Emerging Provided herewith
Growth, Ltd.
4.3 Consulting Agreement with Yorkshire Provided herewith
Capital Management, Ltd.
4.4 Consulting Agreement with Financial Provided herewith
Future Corp.
4.5 Consulting Agreement with Jeff Bruss Provided herewith
4.6 Consulting Agreement with Provided herewith
Stockplayer.com, Inc.
4.7 Intentionally Omitted
4.8 Consulting Agreement with Lancer S.A. Provided herewith
4.9 Consulting Agreement with Inter Provided herewith
Capital Holdings Corp.
4.10 Option Agreement with Provided herewith
Stockplayer.com, Inc.
4.11 Option Agreement with Emerging Provided herewith
Growth, Ltd.
<PAGE>
4.12 Option Agreement with Jeff Bruss Provided herewith
4.13 Option Agreement with Venture Provided herewith
Funding, Ltd.
4.14 Option Agreement with Financial Provided herewith
Future Corp.
4.15 Option Agreement with Lanser S.A. Provided herewith
4.16 Option Agreement with Yorkshire Provided herewith
Capital Management, Ltd.
4.17 Option Agreement with Inter Capital Provided herewith
Holdings Corp.
5 Opinion re: legality Provided herewith
23.1 Consent of BDO Seidman, LLP Provided herewith
23.2 Consent of Kirkpatrick & Lockhart LLP Provided herewith
(contained in
Exhibit 5)
24 Power of Attorney Provided herewith
<PAGE>
ITEM 9. UNDERTAKINGS.
(a) The undersigned registrant will:
(1) File, during any period in which offers or sales are being made, a
post-effective amendment to this Registration Statement to:
(i) Include any prospectus required by Section 10(a)(3) of
the Securities Act of 1933 (the "Securities Act");
--------------
(ii) Reflect in the prospectus any facts or events arising
after the effective date of the Registration Statement (or the
most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental
change in the information set forth in the Registration
Statement. Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total dollar
value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the
estimated maximum offering range may be reflected in the form
of prospectus filed with the Commission pursuant to Rule
424(b) if, in the aggregate, the changes in volume and price
represent no more than a 20% change in the maximum aggregate
offering price set forth in the "Calculation of Registration
Fee" table in the effective registration statement;
(iii) Include any additional or changed 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 or 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 Section 15(d) of the Securities Exchange Act of 1934
that are incorporated by reference in the Registration
Statement.
(2) For purposes of determining any liability under the Securities Act,
treat each post-effective amendment as 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) File a post-effective amendment to remove from registration any of
the securities that remain unsold at the end of the offering.
<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 the City of Miami, State of Florida on this 22nd day of
October, 1997.
PHARMASYSTEMS HOLDINGS CORP.
By: /s/ Jose L. Rodriguez, M.D.
---------------------------------------
Printed Name: Jose L. Rodriguez, M.D.
Title: President
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints both Aurelio E. Alonso and Jose L.
Rodriguez, M.D. his true and lawful attorney-in-fact and agent, with full power
of substitution and revocation, for him and in his name, place and stead, in any
and all capacities (until revoked in writing), to sign any and all amendments
(including post-effective 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, granting unto said attorney-in-fact
and agent full power and authority to do and perform each and every act and
thing requisite and necessary to be done 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 agent, or his substitutes, may lawfully do or cause to be
done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities indicated, which together constitute a majority of the board of
directors of the Company.
Date: October 22, 1997 By: /s/ Jose L. Rodriguez, M.D.
----------------------------------------------
Printed Name: Jose L. Rodriguez, M.D.
Title: President and Director (Principal
Executive Officer)
Date: October 22, 1997 By: /s/ Aurelio E. Alonso
----------------------------------------------
Printed Name: Aurelio E. Alonso
Title: Chief Financial Officer,
and Controller Director (Principal
Financial and Accounting Officer)
Date: October 22, 1997 By: /s/ Edward F. Safille, M.D.
----------------------------------------------
Printed Name: Edward F. Safille, M.D.
Title: Director
Date: October 22, 1997 By: /s/ Antonio M. Rodriguez, M.D.
----------------------------------------------
Printed Name: Antonio M. Rodriguez, M.D.
Title: Director
<PAGE>
EXHIBIT LIST
EXHIBIT NO. DESCRIPTION LOCATION
----------- ----------- --------
4.1 PharmaSystems Holdings Corp. 1997 Provided herewith
Non-Qualified Stock Option Plan
4.2 Consulting Agreement with Emerging Provided herewith
Growth, Ltd.
4.3 Consulting Agreement with Yorkshire Provided herewith
Capital Management, Ltd.
4.4 Consulting Agreement with Financial Provided herewith
Future Corp.
4.5 Consulting Agreement with Jeff Bruss Provided herewith
4.6 Consulting Agreement with Provided herewith
Stockplayer.com, Inc.
4.7 Intentionally Omitted
4.8 Consulting Agreement with Lancer S.A. Provided herewith
4.9 Consulting Agreement with Inter Provided herewith
Capital Holdings Corp.
4.10 Option Agreement with Provided herewith
Stockplayer.com, Inc.
4.11 Option Agreement with Emerging Provided herewith
Growth, Ltd.
4.12 Option Agreement with Jeff Bruss Provided herewith
4.13 Option Agreement with Venture Provided herewith
Funding, Ltd.
4.14 Option Agreement with Financial Provided herewith
Future Corp.
4.15 Option Agreement with Lanser S.A. Provided herewith
4.16 Option Agreement with Yorkshire Provided herewith
Capital Management, Ltd.
4.17 Option Agreement with Inter Capital Provided herewith
Holdings Corp.
5 Opinion re: legality Provided herewith
23.1 Consent of BDO Seidman, LLP Provided herewith
23.2 Consent of Kirkpatrick & Lockhart LLP Provided herewith
(contained in Exhibit 5)
24 Power of Attorney Provided herewith
EXHIBIT 4.1
PHARMASYSTEMS HOLDINGS CORP.
1997 NON-QUALIFIED STOCK OPTION PLAN
1. PURPOSE. The purpose of this Stock Option Plan (the "Plan") is to
advance the interests of PharmaSystems Holdings Corp., a Colorado corporation
("PharmaSystems"), and the Subsidiaries, as hereinafter defined, of
PharmaSystems (PharmaSystems and Subsidiaries are collectively referred to as
the "Corporation"), by providing an additional incentive to attract and retain
qualified and competent persons who are key employees, consultants,
representatives, officers and directors of the Corporation upon whose efforts
and judgment the success of the Corporation is largely dependent, and to provide
an incentive for other companies to enter into a Consulting Agreement with the
Corporation, through the encouragement of stock ownership in the Corporation, by
such persons. Subsidiary shall mean any corporation (other than the Corporation)
in an unbroken chain of corporations beginning with the Corporation if, at the
time the Option is granted, each of the corporations other than the last
corporation in the unbroken chain owns 50% or more of the total combined voting
power of all classes of stock in one of the other corporations in such chain.
2. GRANT OF OPTIONS, GENERALLY. In accordance with the provisions
hereinafter set forth in this Plan, the Board of Directors (the "Board") or the
Stock Option Committee (the "Stock Option Committee") of the Corporation is
hereby authorized to issue from time to time on the Corporation's behalf to any
one or more Eligible Persons, as hereinafter defined, non-qualified stock
options ("Options") to acquire shares of the Corporation's no par value Common
Stock (the "Stock").
3. AMOUNT OF STOCK. The aggregate number of shares of Stock which may
be purchased pursuant to the exercise of Options shall be 6,000,000 shares. If
an Option ceases to be exercisable, in whole or in part, the shares of Stock
underlying such Option shall continue to be available under this Plan. Further,
if shares of Stock are delivered to the Corporation as payment for shares of
Stock purchased by the exercise of an Option granted under this Plan, such
<PAGE>
shares of Stock shall also be available under this Plan. If there is any change
in the number of shares of Stock on account of the declaration of stock
dividends, recapitalization resulting in stock split-ups, or combinations or
exchanges of shares of Stock, or otherwise, the number of shares of Stock
available for purchase upon the exercise of Options, the shares of Stock subject
to any Option and the exercise price of any outstanding Option shall be
appropriately adjusted by the Board or the Stock Option Committee. The Board or
the Stock Option Committee shall give notice of any adjustments to each Eligible
Person granted an Option under this Plan, and such adjustments shall be
effective and binding on all Eligible Persons. If because of one or more
recapitalizations, reorganizations or other corporate events, the holders of
outstanding Stock receive something other than shares of Stock then, upon
exercise of an Option, the Eligible Person will receive what the holder would
have owned if the holder had exercised the Option immediately before the first
such corporate event.
4. ELIGIBLE PERSONS. An Eligible Person means (i) any individual who
is employed by the Corporation, (ii) any director of the Corporation or any
Subsidiary of the Corporation, (iii) any consultant or representative of the
Corporation or any Subsidiary of the Corporation, or (iv) any Company that is a
party to a Consulting Agreement with the Corporation.
5. GRANT OF OPTIONS. The Board or the Stock Option Committee has the
right to issue the Options established by this Plan to Eligible Persons. The
Board or the Stock Option Committee shall follow the procedures prescribed for
it elsewhere in this Plan. A grant of Options shall be set forth in writing
signed on behalf of the Corporation or by a majority of the members of the Stock
Option Committee. The writing shall set forth the terms which govern the Option.
The terms shall be determined by the Board or the Stock Option Committee, and
may include, among other terms, the number of shares of Stock that may be
acquired pursuant to the exercise of the Options, when the Options may be
exercised, the period for which the Option is granted and including the
expiration date, the effect on the Options if the Eligible Person terminates
employment and whether the Eligible Person may deliver shares of Stock or
property to pay for the shares of Stock to be purchased by the exercise of the
Option. However, no term shall be set forth in the writing which is inconsistent
with any of the terms of this Plan. The terms of an Option granted to an
Eligible Person may differ from the terms of an Option granted to another
2
<PAGE>
Eligible Person, and may differ from the terms of an earlier Option granted to
the same Eligible Person.
6. OPTION PRICE. The Option price per share shall be determined by the
Board or the Stock Option Committee at the time any Option is granted, and may
be less than fair market value of the Corporation's shares of Common Stock. Fair
market value as used herein shall be:
(a) If shares of Stock shall be traded on an exchange or
over-the-counter market, the mean between the high and low sales prices of Stock
on such exchange or over-the-counter market on which such shares shall be traded
on that date, or if such exchanges or over-the-counter market is closed or if no
shares shall have traded on such a date, on the last preceding date on which
such shares shall have traded.
(b) If shares of Stock shall not be traded on an exchange or
over-the-counter market, the value as determined by a recognized appraiser as
selected by the Board or the Stock Option Committee.
7. PURCHASE OF SHARES.
------------------
(a) An Option shall be exercised by the tender to the
Corporation of the full purchase price of the Stock with respect to which the
Option is exercised and written notice of the exercise. The purchase price of
the Stock shall be in United States dollars, payable in cash or by check, the
Corporation's Stock, or cashless exercise if so permitted by the Board or the
Stock Option Committee in accordance with the discretion granted in Paragraph 5
hereof, having a value equal to such purchase price.
(b) The Corporation shall not be required to issue or deliver
any certificates for shares of Stock purchased upon the exercise of an Option
prior to (i) if requested by the Corporation, the filing with the Corporation by
the Eligible Person of a representation in writing that it is the Eligible
Person's then present intention to acquire the Stock being purchased for
investment and not for resale, and/or (ii) the completion of any registration,
exemption or other qualification of such shares under any securities,
governmental or regulatory body, which the Corporation shall determine to be
necessary or advisable.
3
<PAGE>
8. STOCK OPTION COMMITTEE. The Stock Option Committee may be appointed
from time to time by the Corporation's Board of Directors. The Board may from
time to time remove members from or add members to the Stock Option Committee.
The Stock Option Committee shall be constituted so as to permit the Plan to
comply in all respects with the provisions set forth in Paragraph 19 herein. The
Board shall appoint a member of the Stock Option Committee to act as its
chairman. The Stock Option Committee shall hold its meetings at such times and
places as its chairman shall determine. A majority of the Stock Option
Committee's Members present in person shall constitute a quorum for the
transaction of business. All determinations of the Stock Option Committee will
be made by the majority vote of the members constituting the quorum. The members
may participate in a meeting of the Stock Option Committee by conference
telephone or similar communications equipment by means of which all members
participating in the meeting can hear each other. Participating in a meeting in
that manner will constitute presence in person at the meeting. Any decision or
determination reduced to writing and signed by all members of the Stock Option
Committee will be effective as if it had been made by a majority vote of all
members of the Stock Option Committee at a meeting which is duly called and
held.
9. ADMINISTRATION OF PLAN. In addition to granting Options and to
exercising the authority granted to it elsewhere m this Plan, the Board or the
Stock Option Committee is granted the full right and authority to interpret and
construe the provisions of this Plan, promulgate, amend and rescind rules and
procedures relating to the implementation of the Plan and to make all other
determinations necessary or advisable for the administration of the Plan. All
determinations made by the Board or the Stock Option Committee shall be final,
binding and conclusive on all persons including the Eligible Person, the
Corporation and its stockholders, employees, officers and directors and
consultants. No member of the Board or the Stock Option Committee will be liable
for any act or omission in connection with the administration of this Plan
unless it is attributable to that member's willful misconduct.
10. DETERMINATION OF VALUE AND FAIR MARKET VALUE. In granting Options
under this Plan, the Board or the Stock Option Committee shall make a good faith
determination as to the value and fair market value of the Stock at the time of
granting the Option.
4
<PAGE>
11. RESTRICTIONS ON ISSUANCE OF STOCK. The Corporation shall not be
obligated to sell or issue any shares of Stock pursuant to the exercise of an
Option unless the Stock with respect to which the Option is being exercised is
at that time effectively registered or exempt from registration under the
Securities Act of 1933, as amended, and any other applicable laws, rules and
regulations. The Corporation may condition the exercise of an Option granted in
accordance herewith upon receipt from the Eligible Person, or any other
purchaser thereof, of a written representation that at the time of such exercise
it is his or her then present intention to acquire the shares of Stock for
investment and not with a view to, or, for sale in connection with, any
distribution thereof; except that, in the ease of a legal representative of an
Eligible Person, distribution shall be defined to exclude distribution by will
or under the laws of descent and distribution. Prior to issuing any shares of
Stock pursuant to the exercise of an Option, the Corporation shall take such
steps as it deems necessary to satisfy any withholding tax obligations imposed
upon it by any level of government.
12. EXERCISE IN THE EVENT OF DEATH OR TERMINATION OF EMPLOYMENT.
-----------------------------------------------------------
(a) If an optionee shall die (i) while an employee of the
Corporation or a Subsidiary or (ii) after termination of his employment with the
Corporation or a Subsidiary because of his disability, or retirement or
otherwise, his Options may be exercised, to the extent that the optionee shall
have been entitled to do so on the date of his death or such termination of
employment, by the person or persons to whom the optionee's right under the
Option pass by will or applicable law, or if no such person has such right, by
his executors or administrators, at any time, or from time to time. In the event
of termination of employment because of death while an employee, his Options may
be exercised not later than the expiration date specified in the writing
described in Paragraph 5 or six months after the optionee's death, whichever
date is earlier, or in the event of termination of employment because of
retirement or otherwise, no later than the expiration date specified in the
writing described in Paragraph 5 hereof or ninety (90) days after the optionec's
death, whichever date is earlier.
(b) If an optionee's employment by the Corporation or a
Subsidiary shall terminate because of his disability and such optionee has not
5
<PAGE>
died within the following three months, he may exercise his Options, to the
extent that he shall have been entitled to do so at the date of the termination
of his employment at any time, or from time to time, but no later than the
expiration date specified in the writing descried in Paragraph 5 hereof or six
months after termination of employment, whichever date is earlier.
(c) If an optionee's employment shall terminate with the
consent of the Board or the Stock Option Committee or involuntarily other than
by termination for cause, and such optionee has not died within the following
three months, he may exercise his Option to the extent he shall have been
entitled to do so at the date of the termination (as described in this
Paragraph) of his employment, at any time and from to time, but not later than
the expiration date specified in the writing described in Paragraph 5 hereof or
thirty (30) days after termination of employment, whichever date is earlier. For
purposes of this Paragraph 12, termination for cause shall mean termination of
employment by reason of the optionee's commission of a felony, fraud or willful
misconduct which has resulted, or is likely to result, in substantial and
material damage to the Corporation or a Subsidiary, all as the Board or the
Stock Option Committee in its sole discretion may determine.
(d) If an optionee's employment shall terminate for any
reason other than death, disability, retirement or otherwise as set forth in
Paragraphs 12(a)-(c) hereof, all right to exercise his Options shall terminate
on the date of such termination of employment.
13. EXERCISE IN THE EVENT OF TERMINATION OF CONSULTING AGREEMENT. If
an optionee is granted options under a Consulting Agreement and that Consulting
Agreement is terminated, the optionee's Options may be exercised, to the extent
that the optionee shall have been entitled to do so, on the date of termination.
All right to exercise the optionee's Options shall be terminated on the day
following the termination of the Consulting Agreement.
14. CORPORATE EVENTS. In the event of the proposed dissolution or
liquidation of the Corporation, a proposed sale of all or substantially all of
the assets of the Corporation, a merger or tender for the Corporation's shares
of Common Stock, the Board of Directors may declare that each Option granted
under this Plan shall terminate as of a date to be fixed by the Board of
Directors; provided that not less than thirty (30) days written notice of the
date so fixed shall be given to each Eligible Person holding an Option, and each
6
<PAGE>
such Eligible Person shall have the right during, the period of thirty (30) days
preceding such termination, to exercise his Option as to all or any part of the
shares of Stock covered thereby, including shares of Stock as to which such
Option would not otherwise be exercisable. Nothing set forth herein shall extend
the term set for purchasing the shares of Stock set forth in the Option.
15. NO GUARANTEE OF EMPLOYMENT. Nothing in this Plan or in any writing
granting an Option will confer upon any Eligible Person the right to continue in
the employ of the Eligible Person's employer, or will interfere with or restrict
in any way the right of the Eligible Person's employer to discharge such
Eligible Person at any time for any reason whatsoever, with or without cause.
16. NON-TRANSFERABILITY. No Option granted under the Plan shall be
transferable except by will and the laws of intestate. During the lifetime of
the optionee, an Option shall be exercisable only by the holder thereof.
17. NO RIGHTS AS STOCKHOLDER. No optionee shall have any rights as a
stockholder with respect to any shares subject to his Option prior to the date
of issuance to him of a certificate or certificates for such shares.
18. AMENDMENT AND DISCONTINUANCE OF PLAN. The Corporation's Board of
Directors may amend, suspend or discontinue this Plan at any time. However, no
such action may prejudice the rights of any Eligible Person who has prior
thereto been granted Options under this Plan. The Board of Directors may modify
the Plan, as necessary, to effectuate the intent of the Plan as a result of any
changes in the tax, accounting or securities laws treatment of Eligible Persons
and the Plan.
19. COMPLIANCE WITH OTHER LOWS AND REGULATIONS. The Plan, the grant
and exercise of Options thereunder, and the obligation of the Corporation to
sell and deliver Stock under such options, shall be subject to all applicable
federal and state laws, rules, and regulations and to such approvals by any
government or regulatory agency as may be required. The Corporation shall not be
required to issue or deliver any certificates for shares of Stock prior to (a)
the listing of such shares on any stock exchange or over-the-counter market on
7
<PAGE>
which the Stock may then be listed and (b) the completion of any registration or
qualification of such shares under any federal or state law, or any ruling or
regulation of any government body which the Corporation shall, in its sole
discretion, determine to be necessary or advisable. Moreover, no Option may be
exercised if its exercise or the receipt of Stock pursuant thereto would be
contrary to applicable laws.
20. NAME. The Plan shall be known as the 1997 PharmaSystems Holdings
Corp. Non-Qualified Stock Option Plan.
21. NOTICES. Any notice hereunder shall be in writing and sent by
certified mail, return receipt requested or by facsimile transmission (with
electronic or written confirmation of receipt) and when addressed to the
Corporation or the Committee shall be sent to it at its then principal office,
subject to the right of either party to designate at any time hereafter in
writing some other address, facsimile number or person to whose attention such
notice shall be sent.
22. HEADINGS. The headings preceding the text of Paragraphs and
subparagraphs hereof are inserted solely for convenience of reference, and shall
not constitute a part of this Plan nor shall they affect its meaning,
construction or effect.
23. EFFECTIVE DATE. This Plan, the 1997 PharmaSystems Holdings Corp.
Non-Qualified Stock Option Plan, was adopted by the Board of Directors of the
Corporation on June 19, 1997. The effective date of the Plan shall be the same
date.
Dated as of October 15, 1997.
EXHIBIT 4.2
CONSULTING AGREEMENT
--------------------
This Agreement, entered into as of June 19, 1997, acknowledges and confirms the
terms of our corporate finance agreement (the "Agreement") as follows:
WHEREAS, the Company has executed a letter of intent with PharmaSystems
Cost Containment Corp., a Florida corporation, ("Pharma") whereby the Company
and Pharma intend to engage in a merger of Pharma with and into Euro-Tel, Inc.
as the surviving entity, and in connection therewith, the conversion of the
outstanding common stock of Pharma into shares of common voting stock of
Euro-Tel, Inc., all for the purpose of effecting a tax-free reorganization
pursuant to Sections 354 and 368(a) of the Internal Revenue Code of 1986, as
amended; and
WHEREAS, the Consultant has had discussions and negotiations with the
management of Pharma and these parties have agreed that it is in the best
interest of both Pharma and the Consultant for the Consultant to render unto
Pharma the services described hereinbelow, subject to the successful closing of
the transaction between the Company and Pharma described above.
NOW THEREFORE, the parties hereby agree as follows:
AGREEMENT
---------
1. Euro-Tel, Inc. with its principal place of business located at 2851
S. Parker Road, Suite 720, Aurora, Colorado 80014 (the "Company"), its
successors and assigns, hereby engages Emerging Growth, Ltd., 100 Quentin
Roosevelt Blvd., Suite 202, Garden City, New York 11530 (the "Consultant") and
Consultant hereby agrees to render services to the Company as its corporate
finance consultant, subject only to the successful consummation of the proposed
transaction between the Company and Pharma described hereinabove. Failure of
such transaction closing this agreement shall be deemed null and void by and
between the parties hereto.
2. During this term of this Agreement:
(a) Consultant shall provide advice to, and consult with the
Company concerning the development of computer systems and web sites, financial
planning, corporate organization and structure, private and public equity and
debt financing, and shall review and advise the Company regarding its overall
progress, needs and financial condition. Said advise and consultation shall be
provided by Consultant to the Company in such form, manner and place as the
Company reasonably requests except that Consultant shall provide such services
from its principal places of business during such hours as may be determined by
Consultant.
(b) The services of Consultant are non-exclusive and subject
to paragraph 5 hereof, Consultant may render services of the same or similar
nature, as herein described, to an entity whose business is in competition with
the Company, directly or indirectly.
<PAGE>
3. The Company shall pay to Consultant for its consulting services
hereunder options to purchase Twenty Five Thousand (25,000) shares of the
Company's no par value common stock at an exercise price of one cent ($0.01) per
share. The Company hereby undertakes to file a registration statement on Form
S-8 with the Securities and Exchange Commission in connection with these options
and their underlying shares.
4. The terms of the Agreement shall be for two (2) years commencing on
the Closing (the "Term").
5. Consultant will not disclose to any other person, firm, or
corporation, nor use of its own benefits, during or after the term of this
Agreement, any trade secrets or other information designated as confidential by
the Company which is acquired by Consultant in the course of performing services
hereunder. (A trade secret is information not generally known to the trade which
gives the Company an advantage over its competitors. Trade secrets can include,
by way of example, products or services under development, production methods
and processes, sources of supply, customer lists, marketing plans and
information concerning the filing or pendency of patent applications).
6. The Company agrees to indemnify and hold Consultant, its
affiliates, control persons, officers, employees and agents (collectively, the
"Indemnified Persons") harmless from and against all losses, claims, damages,
liabilities, costs or expenses (including reasonable attorneys' and accountants'
fees) joint and several arising out of the performance of this Agreement,
whether or not Consultant is a party to such dispute. This indemnity shall not
apply, however, where a court of competent jurisdiction has made a final
determination that Consultant engaged in gross recklessness and willful
misconduct in the performance of its services hereunder which gave rise to the
loss, claim, damage, liability, cost or expense sought to be recovered hereunder
(but pending any such final determination, the indemnification and reimbursement
provision of this Agreement shall apply the Company shall perform its
obligations hereunder to reimburse Consultant for its expenses).
The provisions of this paragraph (6) shall survive the termination and
expiration of this Agreement.
7. This Agreement sets forth the entire understanding of the parties
relating to the subject matter hereof, and supersedes and cancels any prior
communications, understandings, and agreements between the parties. This
Agreement cannot be modified or changed, nor can any of its provisions be
waived, except by written agreement signed by all parties.
8. This Agreement shall be governed by the laws of the State of New
York. Any dispute arising out of this Agreement shall be adjudicated in the
courts of the State of New York or in the federal court in the State of New
York, and the Company hereby agrees that service of process upon it by
registered mail at the address shown in this Agreement shall be deemed adequate
and lawful.
9. This Agreement may be executed in one or more counterparts, each of
which shall be deemed an original but all of which together shall constitute one
and the same instrument.
2
<PAGE>
IN WITNESS WHEREOF, the parties have executed this Agreement as of June
20, 1997.
EMERGING GROWTH, LTD.
By: /s/ Vincent Napolitano
-------------------------------
Title: President
ACCEPTED AND AGREED to this
20th day of June, 1997.
Euro-Tel, Inc.
By: /s/ Andrew I. Telsey
--------------------------
Name: Andrew I. Telsey
Title: President
EXHIBIT 4.3
-----------
CONSULTING AGREEMENT
--------------------
This Agreement, entered into as of June 19, 1997, acknowledges and confirms the
terms of our corporate finance agreement (the "Agreement") as follows:
WHEREAS, the Company has executed a letter of intent with PharmaSystems
Cost Containment Corp., a Florida corporation, ("Pharma") whereby the Company
and Pharma intend to engage in a merger of Pharma with and into Euro-Tel, Inc.
as the surviving entity, and in connection therewith, the conversion of the
outstanding common stock of Pharma into shares of common voting stock of
Euro-Tel, Inc., all for the purpose of effecting a tax-free reorganization
pursuant to Sections 354 and 368(a) of the Internal Revenue Code of 1986, as
amended; and
WHEREAS, the Consultant has had discussions and negotiations with the
management of Pharma and these parties have agreed that it is in the best
interest of both Pharma and the Consultant for the Consultant to render unto
Pharma the services described hereinbelow, subject to the successful closing of
the transaction between the Company and Pharma described above.
NOW THEREFORE, the parties hereby agree as follows:
AGREEMENT
---------
1. Euro-Tel, Inc. with its principal place of business located at 2851
S. Parker Road, Suite 720, Aurora, Colorado 80014 (the "Company"), its
successors and assigns, hereby engages Yorkshire Capital Management, Ltd., c/o
Morningstar Holdings, P.O. Box 556, Memorial Square, Charleston, Nevis, West
Indies (the "Consultant") and Consultant hereby agrees to render services to the
Company as its corporate finance consultant, subject only to the successful
consummation of the proposed transaction between the Company and Pharma
described hereinabove. Failure of such transaction closing this agreement shall
be deemed null and void by and between the parties hereto.
2. During this term of this Agreement:
(a) Consultant shall provide advice to, and consult with the
Company concerning introduction and marketing of the Company's products to the
West Indies, financial planning, corporate organization and structure, private
and public equity and debt financing, and shall review and advise the Company
regarding its overall progress, needs and financial condition. Said advise and
consultation shall be provided by Consultant to the Company in such form, manner
and place as the Company reasonably requests except that Consultant shall
provide such services from its principal places of business during such hours as
may be determined by Consultant.
(b) The services of Consultant are non-exclusive and subject
to paragraph 5 hereof, Consultant may render services of the same or similar
nature, as herein described, to an entity whose business is in competition with
the Company, directly or indirectly.
<PAGE>
3. The Company shall pay to Consultant for its consulting services
hereunder options to purchase One Million Two Hundred Fifty Thousand (1,250,000)
shares of the Company's no par value common stock at an exercise price of one
cent ($0.01) per share. The Company hereby undertakes to file a registration
statement on Form S-8 with the Securities and Exchange Commission in connection
with these options and their underlying shares.
4. The terms of the Agreement shall be for two (2) years commencing on
the Closing (the "Term").
5. Consultant will not disclose to any other person, firm, or
corporation, nor use of its own benefits, during or after the term of this
Agreement, any trade secrets or other information designated as confidential by
the Company which is acquired by Consultant in the course of performing services
hereunder. (A trade secret is information not generally known to the trade which
gives the Company an advantage over its competitors. Trade secrets can include,
by way of example, products or services under development, production methods
and processes, sources of supply, customer lists, marketing plans and
information concerning the filing or pendency of patent applications).
6. The Company agrees to indemnify and hold Consultant, its
affiliates, control persons, officers, employees and agents (collectively, the
"Indemnified Persons") harmless from and against all losses, claims, damages,
liabilities, costs or expenses (including reasonable attorneys' and accountants'
fees) joint and several arising out of the performance of this Agreement,
whether or not Consultant is a party to such dispute. This indemnity shall not
apply, however, where a court of competent jurisdiction has made a final
determination that Consultant engaged in gross recklessness and willful
misconduct in the performance of its services hereunder which gave rise to the
loss, claim, damage, liability, cost or expense sought to be recovered hereunder
(but pending any such final determination, the indemnification and reimbursement
provision of this Agreement shall apply the Company shall perform its
obligations hereunder to reimburse Consultant for its expenses).
The provisions of this paragraph (6) shall survive the termination and
expiration of this Agreement.
7. This Agreement sets forth the entire understanding of the parties
relating to the subject matter hereof, and supersedes and cancels any prior
communications, understandings, and agreements between the parties. This
Agreement cannot be modified or changed, nor can any of its provisions be
waived, except by written agreement signed by all parties.
8. This Agreement shall be governed by the laws of the State of New
York. Any dispute arising out of this Agreement shall be adjudicated in the
courts of the State of New York or in the federal court in the State of New
York, and the Company hereby agrees that service of process upon it by
registered mail at the address shown in this Agreement shall be deemed adequate
and lawful.
9. This Agreement may be executed in one or more counterparts, each of
which shall be deemed an original but all of which together shall constitute one
and the same instrument.
2
<PAGE>
IN WITNESS WHEREOF, the parties have executed this Agreement as of June
20, 1997.
YORKSHIRE CAPITAL MANAGEMENT, LTD.
By: /s/ John Phillips
Title: Director
ACCEPTED AND AGREED to this 20th day of June, 1997.
Euro-Tel, Inc.
By: /s/ Andrew I. Telsey
Name: Andrew I. Telsey
Title: President
EXHIBIT 4.4
-----------
CONSULTING AGREEMENT
--------------------
This Agreement, entered into as of June 19, 1997, acknowledges and confirms the
terms of our corporate finance agreement (the "Agreement") as follows:
WHEREAS, the Company has executed a letter of intent with PharmaSystems
Cost Containment Corp., a Florida corporation, ("Pharma") whereby the Company
and Pharma intend to engage in a merger of Pharma with and into Euro-Tel, Inc.
as the surviving entity, and in connection therewith, the conversion of the
outstanding common stock of Pharma into shares of common voting stock of
Euro-Tel, Inc., all for the purpose of effecting a tax-free reorganization
pursuant to Sections 354 and 368(a) of the Internal Revenue Code of 1986, as
amended; and
WHEREAS, the Consultant has had discussions and negotiations with the
management of Pharma and these parties have agreed that it is in the best
interest of both Pharma and the Consultant for the Consultant to render unto
Pharma the services described hereinbelow, subject to the successful closing of
the transaction between the Company and Pharma described above.
NOW THEREFORE, the parties hereby agree as follows:
AGREEMENT
---------
1. Euro-Tel, Inc. with its principal place of business located at 2851
S. Parker Road, Suite 720, Aurora, Colorado 80014 (the "Company"), its
successors and assigns, hereby engages Financial Future Corp., 100 Quentin
Roosevelt Blvd., Suite 202, Garden City, New York 11530 (the "Consultant") and
Consultant hereby agrees to render services to the Company as its corporate
finance consultant, subject only to the successful consummation of the proposed
transaction between the Company and Pharma described hereinabove. Failure of
such transaction closing this agreement shall be deemed null and void by and
between the parties hereto.
2. During this term of this Agreement:
(a) Consultant shall provide advice to, and consult with the
Company concerning financial planning, corporate organization and structure,
private and public equity and debt financing, and shall review and advise the
Company regarding its overall progress, needs and financial condition. Said
advise and consultation shall be provided by Consultant to the Company in such
form, manner and place as the Company reasonably requests except that Consultant
shall provide such services from its principal places of business during such
hours as may be determined by Consultant.
(b) The services of Consultant are non-exclusive and subject
to paragraph 5 hereof, Consultant may render services of the same or similar
nature, as herein described, to an entity whose business is in competition with
the Company, directly or indirectly.
<PAGE>
3. The Company shall pay to Consultant for its consulting services
hereunder options to purchase One Million Five Hundred Thousand (1,500,000)
shares of the Company's no par value common stock at an exercise price of one
cent ($0.01) per share. The Company hereby undertakes to file a registration
statement on Form S-8 with the Securities and Exchange Commission in connection
with these options and their underlying shares.
4. The terms of the Agreement shall be for two (2) years commencing on
the Closing (the "Term").
5. Consultant will not disclose to any other person, firm, or
corporation, nor use of its own benefits, during or after the term of this
Agreement, any trade secrets or other information designated as confidential by
the Company which is acquired by Consultant in the course of performing services
hereunder. (A trade secret is information not generally known to the trade which
gives the Company an advantage over its competitors. Trade secrets can include,
by way of example, products or services under development, production methods
and processes, sources of supply, customer lists, marketing plans and
information concerning the filing or pendency of patent applications).
6. The Company agrees to indemnify and hold Consultant, its
affiliates, control persons, officers, employees and agents (collectively, the
"Indemnified Persons") harmless from and against all losses, claims, damages,
liabilities, costs or expenses (including reasonable attorneys' and accountants'
fees) joint and several arising out of the performance of this Agreement,
whether or not Consultant is a party to such dispute. This indemnity shall not
apply, however, where a court of competent jurisdiction has made a final
determination that Consultant engaged in gross recklessness and willful
misconduct in the performance of its services hereunder which gave rise to the
loss, claim, damage, liability, cost or expense sought to be recovered hereunder
(but pending any such final determination, the indemnification and reimbursement
provision of this Agreement shall apply the Company shall perform its
obligations hereunder to reimburse Consultant for its expenses).
The provisions of this paragraph (6) shall survive the termination and
expiration of this Agreement.
7. This Agreement sets forth the entire understanding of the parties
relating to the subject matter hereof, and supersedes and cancels any prior
communications, understandings, and agreements between the parties. This
Agreement cannot be modified or changed, nor can any of its provisions be
waived, except by written agreement signed by all parties.
8. This Agreement shall be governed by the laws of the State of New
York. Any dispute arising out of this Agreement shall be adjudicated in the
courts of the State of New York or in the federal court in the State of New
York, and the Company hereby agrees that service of process upon it by
registered mail at the address shown in this Agreement shall be deemed adequate
and lawful.
9. This Agreement may be executed in one or more counterparts, each of
which shall be deemed an original but all of which together shall constitute one
and the same instrument.
2
<PAGE>
IN WITNESS WHEREOF, the parties have executed this Agreement as of June
20, 1997.
FINANCIAL FUTURE CORP.
By: /s/ Michael Howard
-----------------------
Title: President
ACCEPTED AND AGREED to this
20th day of June, 1997.
Euro-Tel, Inc.
By: /s/ Andrew I. Telsey
--------------------------
Name: Andrew I. Telsey
Title: President
3
EXHIBIT 4.5
-----------
CONSULTING AGREEMENT
--------------------
This Agreement, entered into as of June 19, 1997, acknowledges and confirms the
terms of our corporate finance agreement (the "Agreement") as follows:
WHEREAS, the Company has executed a letter of intent with PharmaSystems
Cost Containment Corp., a Florida corporation, ("Pharma") whereby the Company
and Pharma intend to engage in a merger of Pharma with and into Euro-Tel, Inc.
as the surviving entity, and in connection therewith, the conversion of the
outstanding common stock of Pharma into shares of common voting stock of
Euro-Tel, Inc., all for the purpose of effecting a tax-free reorganization
pursuant to Sections 354 and 368(a) of the Internal Revenue Code of 1986, as
amended; and
WHEREAS, the Consultant has had discussions and negotiations with the
management of Pharma and these parties have agreed that it is in the best
interest of both Pharma and the Consultant for the Consultant to render unto
Pharma the services described hereinbelow, subject to the successful closing of
the transaction between the Company and Pharma described above.
NOW THEREFORE, the parties hereby agree as follows:
AGREEMENT
---------
1. Euro-Tel, Inc. with its principal place of business located at 2851
S. Parker Road, Suite 720, Aurora, Colorado 80014 (the "Company"), its
successors and assigns, hereby engages Jeff Bruss, 37 W. 496 Schuster Lane,
Batavia, IL 60510 (the "Consultant") and Consultant hereby agrees to render
services to the Company as its corporate finance consultant, subject only to the
successful consummation of the proposed transaction between the Company and
Pharma described hereinabove. Failure of such transaction closing this agreement
shall be deemed null and void by and between the parties hereto.
2. During this term of this Agreement:
(a) Consultant shall provide advice to, and consult with the
Company concerning the development of computer systems and web sites, financial
planning, corporate organization and structure, private and public equity and
debt financing, and shall review and advise the Company regarding its overall
progress, needs and financial condition. Said advise and consultation shall be
provided by Consultant to the Company in such form, manner and place as the
Company reasonably requests except that Consultant shall provide such services
from its principal places of business during such hours as may be determined by
Consultant.
(b) The services of Consultant are non-exclusive and subject
to paragraph 5 hereof, Consultant may render services of the same or similar
nature, as herein described, to an entity whose business is in competition with
the Company, directly or indirectly.
<PAGE>
3. The Company shall pay to Consultant for its consulting services
hereunder options to purchase Two Hundred Thousand (200,000) shares of the
Company's no par value common stock at an exercise price of one cent ($0.01) per
share. The Company hereby undertakes to file a registration statement on Form
S-8 with the Securities and Exchange Commission in connection with these options
and their underlying shares.
4. The terms of the Agreement shall be for two (2) years commencing on
the Closing (the "Term").
5. Consultant will not disclose to any other person, firm, or
corporation, nor use of its own benefits, during or after the term of this
Agreement, any trade secrets or other information designated as confidential by
the Company which is acquired by Consultant in the course of performing services
hereunder. (A trade secret is information not generally known to the trade which
gives the Company an advantage over its competitors. Trade secrets can include,
by way of example, products or services under development, production methods
and processes, sources of supply, customer lists, marketing plans and
information concerning the filing or pendency of patent applications).
6. The Company agrees to indemnify and hold Consultant, its
affiliates, control persons, officers, employees and agents (collectively, the
"Indemnified Persons") harmless from and against all losses, claims, damages,
liabilities, costs or expenses (including reasonable attorneys' and accountants'
fees) joint and several arising out of the performance of this Agreement,
whether or not Consultant is a party to such dispute. This indemnity shall not
apply, however, where a court of competent jurisdiction has made a final
determination that Consultant engaged in gross recklessness and willful
misconduct in the performance of its services hereunder which gave rise to the
loss, claim, damage, liability, cost or expense sought to be recovered hereunder
(but pending any such final determination, the indemnification and reimbursement
provision of this Agreement shall apply the Company shall perform its
obligations hereunder to reimburse Consultant for its expenses).
The provisions of this paragraph (6) shall survive the termination and
expiration of this Agreement.
7. This Agreement sets forth the entire understanding of the parties
relating to the subject matter hereof, and supersedes and cancels any prior
communications, understandings, and agreements between the parties. This
Agreement cannot be modified or changed, nor can any of its provisions be
waived, except by written agreement signed by all parties.
8. This Agreement shall be governed by the laws of the State of New
York. Any dispute arising out of this Agreement shall be adjudicated in the
courts of the State of New York or in the federal court in the State of New
York, and the Company hereby agrees that service of process upon it by
registered mail at the address shown in this Agreement shall be deemed adequate
and lawful.
9. This Agreement may be executed in one or more counterparts, each of
which shall be deemed an original but all of which together shall constitute one
and the same instrument.
2
<PAGE>
IN WITNESS WHEREOF, the parties have executed this Agreement as of June
20, 1997.
JEFF BRUSS
By: /s/ Jeff Bruss
-------------------------
Title:
---------------------
ACCEPTED AND AGREED to this
20th day of June, 1997.
Euro-Tel, Inc.
By: /s/ Andrew I. Telsey
---------------------------
Name: Andrew I. Telsey
Title: President
EXHIBIT 4.6
CONSULTING AGREEMENT
--------------------
This Agreement, entered into as of June 19, 1997, acknowledges and confirms the
terms of our corporate finance agreement (the "Agreement") as follows:
WHEREAS, the Company has executed a letter of intent with PharmaSystems
Cost Containment Corp., a Florida corporation, ("Pharma") whereby the Company
and Pharma intend to engage in a merger of Pharma with and into Euro-Tel, Inc.
as the surviving entity, and in connection therewith, the conversion of the
outstanding common stock of Pharma into shares of common voting stock of
Euro-Tel, Inc., all for the purpose of effecting a tax-free reorganization
pursuant to Sections 354 and 368(a) of the Internal Revenue Code of 1986, as
amended; and
WHEREAS, the Consultant has had discussions and negotiations with the
management of Pharma and these parties have agreed that it is in the best
interest of both Pharma and the Consultant for the Consultant to render unto
Pharma the services described hereinbelow, subject to the successful closing of
the transaction between the Company and Pharma described above.
NOW THEREFORE, the parties hereby agree as follows:
AGREEMENT
1. Euro-Tel, Inc. with its principal place of business located at 2851 S.
Parker Road, Suite 720, Aurora, Colorado 80014 (the "Company"), its successors
and assigns, hereby engages Stockplayer.com, Inc., 100 Quentin Roosevelt Blvd.,
Suite 202, Garden City, New York 11530 (the "Consultant") and Consultant hereby
agrees to render services to the Company as its corporate finance consultant,
subject only to the successful consummation of the proposed transaction between
the Company and Pharma described hereinabove. Failure of such transaction
closing this agreement shall be deemed null and void by and between the parties
hereto.
2. During this term of this Agreement:
(a) Consultant shall provide advice to, and consult with the
Company concerning the development of computer systems and web sites, financial
planning, corporate organization and structure, private and public equity and
debt financing, and shall review and advise the Company regarding its overall
progress, needs and financial condition. Said advise and consultation shall be
provided by Consultant to the Company in such form, manner and place as the
Company reasonably requests except that Consultant shall provide such services
from its principal places of business during such hours as may be determined by
Consultant.
(b) The services of Consultant are non-exclusive and subject to
paragraph 5 hereof, Consultant may render services of the same or similar
nature, as herein described, to an entity whose business is in competition with
the Company, directly or indirectly.
3. The Company shall pay to Consultant for its consulting services
hereunder options to purchase Fifty Thousand (50,000) shares of the Company's no
<PAGE>
par value common stock at an exercise price of one cent ($0.01) per share. The
Company hereby undertakes to file a registration statement on Form S-8 with the
Securities and Exchange Commission in connection with these options and their
underlying shares.
4. The terms of the Agreement shall be for two (2) years commencing on
the Closing (the "Term").
5. Consultant will not disclose to any other person, firm, or
corporation, nor use of its own benefits, during or after the term of this
Agreement, any trade secrets or other information designated as confidential by
the Company which is acquired by Consultant in the course of performing services
hereunder. (A trade secret is information not generally known to the trade which
gives the Company an advantage over its competitors. Trade secrets can include,
by way of example, products or services under development, production methods
and processes, sources of supply, customer lists, marketing plans and
information concerning the filing or pendency of patent applications).
6. The Company agrees to indemnify and hold Consultant, its affiliates,
control persons, officers, employees and agents (collectively, the "Indemnified
Persons") harmless from and against all losses, claims, damages, liabilities,
costs or expenses (including reasonable attorneys' and accountants' fees) joint
and several arising out of the performance of this Agreement, whether or not
Consultant is a party to such dispute. This indemnity shall not apply, however,
where a court of competent jurisdiction has made a final determination that
Consultant engaged in gross recklessness and willful misconduct in the
performance of its services hereunder which gave rise to the loss, claim,
damage, liability, cost or expense sought to be recovered hereunder (but pending
any such final determination, the indemnification and reimbursement provision of
this Agreement shall apply the Company shall perform its obligations hereunder
to reimburse Consultant for its expenses).
The provisions of this paragraph (6) shall survive the termination and
expiration of this Agreement.
7. This Agreement sets forth the entire understanding of the parties
relating to the subject matter hereof, and supersedes and cancels any prior
communications, understandings, and agreements between the parties. This
Agreement cannot be modified or changed, nor can any of its provisions be
waived, except by written agreement signed by all parties.
8. This Agreement shall be governed by the laws of the State of New York.
Any dispute arising out of this Agreement shall be adjudicated in the courts of
the State of New York or in the federal court in the State of New York, and the
Company hereby agrees that service of process upon it by registered mail at the
address shown in this Agreement shall be deemed adequate and lawful.
9. This Agreement may be executed in one or more counterparts, each of
which shall be deemed an original but all of which together shall constitute one
and the same instrument.
2
<PAGE>
IN WITNESS WHEREOF, the parties have executed this Agreement as of June
20, 1997.
STOCKPLAYER.COM, INC.
By: /s/ Vincent Napolitano
--------------------------
Title: President
ACCEPTED AND AGREED to this
20th day of June, 1997.
Euro-Tel, Inc.
By: /s/ Andrew I. Telsey
---------------------------
Name: Andrew I. Telsey
Title: President
3
EXHIBIT 4.7
INTENTIONALLY OMITTTED
EXHIBIT 4.8
CONSULTING AGREEMENT
This Agreement, entered into as of June 19, 1997, acknowledges and confirms the
terms of our corporate finance agreement (the "Agreement") as follows:
WHEREAS, the Company has executed a letter of intent with PharmaSystems
Cost Containment Corp., a Florida corporation, ("Pharma") whereby the Company
and Pharma intend to engage in a merger of Pharma with and into Euro-Tel, Inc.
as the surviving entity, and in connection therewith, the conversion of the
outstanding common stock of Pharma into shares of common voting stock of
Euro-Tel, Inc., all for the purpose of effecting a tax-free reorganization
pursuant to Sections 354 and 368(a) of the Internal Revenue Code of 1986, as
amended; and
WHEREAS, the Consultant has had discussions and negotiations with the
management of Pharma and these parties have agreed that it is in the best
interest of both Pharma and the Consultant for the Consultant to render unto
Pharma the services described hereinbelow, subject to the successful closing of
the transaction between the Company and Pharma described above.
NOW THEREFORE, the parties hereby agree as follows:
AGREEMENT
1. Euro-Tel, Inc. with its principal place of business located at 2851 S.
Parker Road, Suite 720, Aurora, Colorado 80014 (the "Company"), its successors
and assigns, hereby engages Lancer, S.A., Callejar de la Canada No. 11, Arroyo
Hondo, Apartado Postal 658-2, Santo Domingo, a Dominican Republic Corporation,
(the "Consultant") and Consultant hereby agrees to render services to the
Company as its corporate finance consultant, subject only to the successful
consummation of the proposed transaction between the Company and Pharma
described hereinabove. Failure of such transaction closing this agreement shall
be deemed null and void by and between the parties hereto.
2. During this term of this Agreement:
(a) Consultant shall provide advice to, and consult with the
Company concerning financial planning, corporate organization and structure,
private and public equity and debt financing, and shall review and advise the
Company regarding its overall progress, needs and financial condition. Said
advise and consultation shall be provided by Consultant to the Company in such
form, manner and place as the Company reasonably requests except that Consultant
shall provide such services from its principal places of business during such
hours as may be determined by Consultant.
(b) The services of Consultant are non-exclusive and subject to
paragraph 5 hereof, Consultant may render services of the same or similar
nature, as herein described, to an entity whose business is in competition with
the Company, directly or indirectly.
<PAGE>
3. The Company shall pay to Consultant for its consulting services
hereunder options to purchase One Million Two Hundred Seventy Five Thousand
(1,275,000) shares of the Company's no par value common stock at an exercise
price of one cent ($0.01) per share. The Company hereby undertakes to file a
registration statement on Form S-8 with the Securities and Exchange Commission
in connection with these options and their underlying shares.
4. The terms of the Agreement shall be for two (2) years commencing on
the Closing (the "Term").
5. Consultant will not disclose to any other person, firm, or
corporation, nor use of its own benefits, during or after the term of this
Agreement, any trade secrets or other information designated as confidential by
the Company which is acquired by Consultant in the course of performing services
hereunder. (A trade secret is information not generally known to the trade which
gives the Company an advantage over its competitors. Trade secrets can include,
by way of example, products or services under development, production methods
and processes, sources of supply, customer lists, marketing plans and
information concerning the filing or pendency of patent applications).
6. The Company agrees to indemnify and hold Consultant, its affiliates,
control persons, officers, employees and agents (collectively, the "Indemnified
Persons") harmless from and against all losses, claims, damages, liabilities,
costs or expenses (including reasonable attorneys' and accountants' fees) joint
and several arising out of the performance of this Agreement, whether or not
Consultant is a party to such dispute. This indemnity shall not apply, however,
where a court of competent jurisdiction has made a final determination that
Consultant engaged in gross recklessness and willful misconduct in the
performance of its services hereunder which gave rise to the loss, claim,
damage, liability, cost or expense sought to be recovered hereunder (but pending
any such final determination, the indemnification and reimbursement provision of
this Agreement shall apply the Company shall perform its obligations hereunder
to reimburse Consultant for its expenses).
The provisions of this paragraph (6) shall survive the termination and
expiration of this Agreement.
7. This Agreement sets forth the entire understanding of the parties
relating to the subject matter hereof, and supersedes and cancels any prior
communications, understandings, and agreements between the parties. This
Agreement cannot be modified or changed, nor can any of its provisions be
waived, except by written agreement signed by all parties.
8. This Agreement shall be governed by the laws of the State of New York.
Any dispute arising out of this Agreement shall be adjudicated in the courts of
the State of New York or in the federal court in the State of New York, and the
Company hereby agrees that service of process upon it by registered mail at the
address shown in this Agreement shall be deemed adequate and lawful.
9. This Agreement may be executed in one or more counterparts, each of
which shall be deemed an original but all of which together shall constitute one
and the same instrument.
2
<PAGE>
IN WITNESS WHEREOF, the parties have executed this Agreement as of June
20, 1997.
LANCER, S.A.
By: /s/ Alvin Nadal
----------------
Title: President
ACCEPTED AND AGREED to this
20th day of June, 1997.
Euro-Tel, Inc.
By: /s/ Andrew I. Telsey
------------------------
Name: Andrew I. Telsey
Title: President
3
EXHIBIT 4.9
-----------
CONSULTING AGREEMENT
--------------------
This Agreement, entered into as of June 19, 1997, acknowledges and confirms the
terms of our corporate finance agreement (the "Agreement") as follows:
WHEREAS, the Company has executed a letter of intent with PharmaSystems
Cost Containment Corp., a Florida corporation, ("Pharma") whereby the Company
and Pharma intend to engage in a merger of Pharma with and into Euro-Tel, Inc.
as the surviving entity, and in connection therewith, the conversion of the
outstanding common stock of Pharma into shares of common voting stock of
Euro-Tel, Inc., all for the purpose of effecting a tax-free reorganization
pursuant to Sections 354 and 368(a) of the Internal Revenue Code of 1986, as
amended; and
WHEREAS, the Consultant has had discussions and negotiations with the
management of Pharma and these parties have agreed that it is in the best
interest of both Pharma and the Consultant for the Consultant to render unto
Pharma the services described hereinbelow, subject to the successful closing of
the transaction between the Company and Pharma described above.
NOW THEREFORE, the parties hereby agree as follows:
AGREEMENT
---------
1. Euro-Tel, Inc. with its principal place of business located at 2851 S.
Parker Road, Suite 720, Aurora, Colorado 80014 (the "Company"), its successors
and assigns, hereby engages Inter Capital Holdings Corp., 100 Quentin Roosevelt
Blvd., Suite 202, Garden City, New York 11530 (the "Consultant") and Consultant
hereby agrees to render services to the Company as its corporate finance
consultant, subject only to the successful consummation of the proposed
transaction between the Company and Pharma described hereinabove. Failure of
such transaction closing this agreement shall be deemed null and void by and
between the parties hereto.
2. During this term of this Agreement:
(a) Consultant shall provide advice to, and consult with the
Company concerning financial planning, corporate organization and structure,
private and public equity and debt financing, and shall review and advise the
Company regarding its overall progress, needs and financial condition. Said
advise and consultation shall be provided by Consultant to the Company in such
form, manner and place as the Company reasonably requests except that Consultant
shall provide such services from its principal places of business during such
hours as may be determined by Consultant.
(b) The services of Consultant are non-exclusive and subject to
paragraph 5 hereof, Consultant may render services of the same or similar
nature, as herein described, to an entity whose business is in competition with
the Company, directly or indirectly.
3. The Company shall pay to Consultant for its consulting services
hereunder options to purchase One Million Five Hundred Thousand (1,500,000)
<PAGE>
shares of the Company's no par value common stock at an exercise price of one
cent ($0.01) per share. The Company hereby undertakes to file a registration
statement on Form S-8 with the Securities and Exchange Commission in connection
with these options and their underlying shares.
4. The terms of the Agreement shall be for two (2) years commencing on
the Closing (the "Term").
5. Consultant will not disclose to any other person, firm, or
corporation, nor use of its own benefits, during or after the term of this
Agreement, any trade secrets or other information designated as confidential by
the Company which is acquired by Consultant in the course of performing services
hereunder. (A trade secret is information not generally known to the trade which
gives the Company an advantage over its competitors. Trade secrets can include,
by way of example, products or services under development, production methods
and processes, sources of supply, customer lists, marketing plans and
information concerning the filing or pendency of patent applications).
6. The Company agrees to indemnify and hold Consultant, its affiliates,
control persons, officers, employees and agents (collectively, the "Indemnified
Persons") harmless from and against all losses, claims, damages, liabilities,
costs or expenses (including reasonable attorneys' and accountants' fees) joint
and several arising out of the performance of this Agreement, whether or not
Consultant is a party to such dispute. This indemnity shall not apply, however,
where a court of competent jurisdiction has made a final determination that
Consultant engaged in gross recklessness and willful misconduct in the
performance of its services hereunder which gave rise to the loss, claim,
damage, liability, cost or expense sought to be recovered hereunder (but pending
any such final determination, the indemnification and reimbursement provision of
this Agreement shall apply the Company shall perform its obligations hereunder
to reimburse Consultant for its expenses).
The provisions of this paragraph (6) shall survive the termination and
expiration of this Agreement.
7. This Agreement sets forth the entire understanding of the parties
relating to the subject matter hereof, and supersedes and cancels any prior
communications, understandings, and agreements between the parties. This
Agreement cannot be modified or changed, nor can any of its provisions be
waived, except by written agreement signed by all parties.
8. This Agreement shall be governed by the laws of the State of New York.
Any dispute arising out of this Agreement shall be adjudicated in the courts of
the State of New York or in the federal court in the State of New York, and the
Company hereby agrees that service of process upon it by registered mail at the
address shown in this Agreement shall be deemed adequate and lawful.
9. This Agreement may be executed in one or more counterparts, each of
which shall be deemed an original but all of which together shall constitute one
and the same instrument.
<PAGE>
IN WITNESS WHEREOF, the parties have executed this Agreement as of June
20, 1997.
INTER CAPITAL HOLDINGS CORP.
By: /s/ Vincent Napolitano
---------------------------
Title: President
ACCEPTED AND AGREED to this
20th day of June, 1997.
Euro-Tel, Inc.
By: /s/ Andrew I. Telsey
---------------------------------
Name: Andrew I. Telsey
Title: President
3
EXHIBIT 4.10
PHARMASYSTEMS HOLDING CORP.
7350 NW 7th Street
Suite 104
Miami, Florida 33126
Date: June 20, 1997
Stockplayer.com.inc.
100 Quentin Roosevelt Blvd.
Suite 202
Garden City, New York 11530
Dear Sir/Madam:
The Board of Directors of PharmaSystems Holding Corp., f/k/a Euro-Tel,
Inc. (the "Corporation") is pleased to award you an Option pursuant to the
provisions of the 1997 Euro-Tel, Inc. Non-Qualified Stock Option Plan (the
"Plan"). This letter will describe the Option granted to you. Attached to this
letter is a copy of the Plan. The terms of the Plan also set forth provisions
governing the Option granted to you. Therefore, in addition to reading this
letter you should also read the Plan. Your signature on this letter is an
acknowledgment to us that you have read and understand the Plan and that you
agree to abide by its terms. All terms not defined in this letter shall have the
same meaning as in the Plan.
1. TYPE OF OPTION. You are granted a Non-Qualified Stock Option
("NSO").
2. RIGHTS AND PRIVILEGES. Subject to the conditions hereinafter set
forth, we grant you the right to purchase Fifty Thousand (50,000) shares of the
Company's Common Stock at an exercise price of One Cent ($0.01) per share which
option to purchase shall be issued pursuant to the Plan.
3. TIME OF EXERCISE. The Option may be exercised at any time and from
time to time beginning when the right to purchase the shares of Stock accrues
and ending when they terminate as provided in Section 5 of this letter.
4. METHOD OF EXERCISE. The Option shall be exercised by written notice to
the President of the Corporation at the Corporation's principal place of
business. The notice shall set forth the number of shares of Stock to be
acquired and shall contain a check payable to the Corporation in full payment
for the Stock or that number of already owned shares of Stock equal in value to
the total Exercise Price of the Option. We shall make a delivery of the shares
of Stock subject to the conditions described in Section 14 of the Plan.
5. TERMINATION OF OPTION. To the extent not exercised, the Option shall
terminate upon the first to occur of the following dates:
<PAGE>
(a) June 18, 2002, being five years from the date pursuant to the
provisions of Section 2 of this letter; or
(b) The date your Consultant Agreement with the Corporation and any
of its subsidiaries is terminated.
6. BINDING EFFECT. The rights and obligations described in this letter
shall inure to the benefit of and be binding upon both of us, and our respective
heirs, personal representatives, successors and assigns.
7. DATE OF GRANT. The Option shall be treated as having been granted to
you on the date of this letter even though you may sign it at a later date.
Very truly yours,
By: /s/ Jose L. Rodriguez, M.D.
-------------------------------
President
AGREED AND ACCEPTED:
/s/ Vincent Napolitano
- --------------------------
EXHIBIT 4.11
PHARMASYSTEMS HOLDING CORP.
7350 NW 7th Street
Suite 104
Miami, Florida 33126
Date: June 20, 1997
Emerging Growth, Ltd.
100 Quentin Roosevelt Blvd.
Suite 202
Garden City, New York 11530
Dear Sir/Madam:
The Board of Directors of PharmaSystems Holding Corp., f/k/a Euro-Tel,
Inc. (the "Corporation") is pleased to award you an Option pursuant to the
provisions of the 1997 Euro-Tel, Inc. Non-Qualified Stock Option Plan (the
"Plan"). This letter will describe the Option granted to you. Attached to this
letter is a copy of the Plan. The terms of the Plan also set forth provisions
governing the Option granted to you. Therefore, in addition to reading this
letter you should also read the Plan. Your signature on this letter is an
acknowledgment to us that you have read and understand the Plan and that you
agree to abide by its terms. All terms not defined in this letter shall have the
same meaning as in the Plan.
1. TYPE OF OPTION. You are granted a Non-Qualified Stock Option
("NSO").
2. RIGHTS AND PRIVILEGES. Subject to the conditions hereinafter set
forth, we grant you the right to purchase Twenty Five Thousand (25,000) shares
of the Company's Common Stock at an exercise price of One Cent ($0.01) per share
which option to purchase shall be issued pursuant to the Plan.
3. TIME OF EXERCISE. The Option may be exercised at any time and from
time to time beginning when the right to purchase the shares of Stock accrues
and ending when they terminate as provided in Section 5 of this letter.
4. METHOD OF EXERCISE. The Option shall be exercised by written notice
to the President of the Corporation at the Corporation's principal place of
business. The notice shall set forth the number of shares of Stock to be
acquired and shall contain a check payable to the Corporation in full payment
for the Stock or that number of already owned shares of Stock equal in value to
the total Exercise Price of the Option. We shall make a delivery of the shares
of Stock subject to the conditions described in Section 14 of the Plan.
5. TERMINATION OF OPTION. To the extent not exercised, the Option
shall terminate upon the first to occur of the following dates:
<PAGE>
(a) June 18, 2002, being five years from the date pursuant to the
provisions of Section 2 of this letter; or
(b) The date your Consultant Agreement with the Corporation and
any of its subsidiaries is terminated.
6. BINDING EFFECT. The rights and obligations described in this letter
shall inure to the benefit of and be binding upon both of us, and our respective
heirs, personal representatives, successors and assigns.
7. DATE OF GRANT. The Option shall be treated as having been granted
to you on the date of this letter even though you may sign it at a later date.
Very truly yours,
By: /s/ Jose L. Rodriguez, M.D.
----------------------------
President
AGREED AND ACCEPTED:
/s/ Vincent Napolitano
- --------------------------
2
EXHIBIT 4.12
PHARMASYSTEMS HOLDING CORP.
7350 NW 7th Street
Suite 104
Miami, Florida 33126
Date: June 20, 1997
Jeff Bruss
37 W 496 Schuster Lane
Batavia, IL 60510
Dear Sir/Madam:
The Board of Directors of PharmaSystems Holding Corp., f/k/a Euro-Tel,
Inc. (the "Corporation") is pleased to award you an Option pursuant to the
provisions of the 1997 Euro-Tel, Inc. Non-Qualified Stock Option Plan (the
"Plan"). This letter will describe the Option granted to you. Attached to this
letter is a copy of the Plan. The terms of the Plan also set forth provisions
governing the Option granted to you. Therefore, in addition to reading this
letter you should also read the Plan. Your signature on this letter is an
acknowledgment to us that you have read and understand the Plan and that you
agree to abide by its terms. All terms not defined in this letter shall have the
same meaning as in the Plan.
1. TYPE OF OPTION. You are granted a Non-Qualified Stock Option
("NSO").
2. RIGHTS AND PRIVILEGES. Subject to the conditions hereinafter set
forth, we grant you the right to purchase Two Hundred Thousand (200,000) shares
of the Company's Common Stock at an exercise price of One Cent ($0.01) per share
which option to purchase shall be issued pursuant to the Plan.
3. TIME OF EXERCISE. The Option may be exercised at any time and from
time to time beginning when the right to purchase the shares of Stock accrues
and ending when they terminate as provided in Section 5 of this letter.
4. METHOD OF EXERCISE. The Option shall be exercised by written notice
to the President of the Corporation at the Corporation's principal place of
business. The notice shall set forth the number of shares of Stock to be
acquired and shall contain a check payable to the Corporation in full payment
for the Stock or that number of already owned shares of Stock equal in value to
the total Exercise Price of the Option. We shall make a delivery of the shares
of Stock subject to the conditions of the Plan.
5. TERMINATION OF OPTION. To the extent not exercised, the Option
shall terminate upon the first to occur of the following dates:
<PAGE>
(a) June 18, 2002, being five years from the date pursuant to the
provisions of Section 2 of this letter; or
(b) The date your Consultant Agreement with the Corporation and
any of its subsidiaries is terminated.
6. BINDING EFFECT. The rights and obligations described in this letter
shall inure to the benefit of and be binding upon both of us, and our respective
heirs, personal representatives, successors and assigns.
7. DATE OF GRANT. The Option shall be treated as having been granted
to you on the date of this letter even though you may sign it at a later date.
Very truly yours,
By: /s/ Jose L. Rodriguez, M.D.
----------------------------
President
AGREED AND ACCEPTED:
/s/ Jeff Bruss
- -----------------------
EXHIBIT 4.13
PHARMASYSTEMS HOLDING CORP.
7350 NW 7th Street
Suite 104
Miami, Florida 33126
Date: June 20, 1997
Venture Funding Ltd.
2851 South Parker Road
Suite 720
Aurora, Colorado 80014
Dear Sir/Madam:
The Board of Directors of PharmaSystems Holding Corp., f/k/a Euro-Tel,
Inc. (the "Corporation") is pleased to award you an Option pursuant to the
provisions of the 1997 Euro-Tel, Inc. Non-Qualified Stock Option Plan (the
"Plan"). This letter will describe the Option granted to you. Attached to this
letter is a copy of the Plan. The terms of the Plan also set forth provisions
governing the Option granted to you. Therefore, in addition to reading this
letter you should also read the Plan. Your signature on this letter is an
acknowledgment to us that you have read and understand the Plan and that you
agree to abide by its terms. All terms not defined in this letter shall have the
same meaning as in the Plan.
1. TYPE OF OPTION. You are granted a Non-Qualified Stock Option
("NSO").
2. RIGHTS AND PRIVILEGES. Subject to the conditions hereinafter set
forth, we grant you the right to purchase Two Hundred Thousand (200,000) shares
of the Company's Common Stock at an exercise price of One Cent ($0.01) per share
which option to purchase shall be issued pursuant to the Plan.
3. TIME OF EXERCISE. The Option may be exercised at any time and from
time to time beginning when the right to purchase the shares of Stock accrues
and ending when they terminate as provided in Section 5 of this letter.
4. METHOD OF EXERCISE. The Option shall be exercised by written notice
to the President of the Corporation at the Corporation's principal place of
business. The notice shall set forth the number of shares of Stock to be
acquired and shall contain a check payable to the Corporation in full payment
for the Stock or that number of already owned shares of Stock equal in value to
the total Exercise Price of the Option. We shall make a delivery of the shares
of Stock subject to the conditions of the Plan.
5. TERMINATION OF OPTION. To the extent not exercised, the Option shall
terminate upon the first to occur of the following dates:
<PAGE>
(a) June 18, 2002, being five years from the date pursuant to the
provisions of Section 2 of this letter; or
(b) The date your Consultant Agreement with the Corporation and
any of its subsidiaries is terminated.
6. BINDING EFFECT. The rights and obligations described in this letter
shall inure to the benefit of and be binding upon both of us, and our respective
heirs, personal representatives, successors and assigns.
7. DATE OF GRANT. The Option shall be treated as having been granted to
you on the date of this letter even though you may sign it at a later date.
Very truly yours,
By: /s/ Jose L. Rodriguez, M.D.
-------------------------------
President
AGREED AND ACCEPTED:
/s/ Andrew I. Telsey
- ------------------------
EXHIBIT 4.14
PHARMASYSTEMS HOLDING CORP.
7350 NW 7th Street
Suite 104
Miami, Florida 33126
Date: June 20, 1997
Financial Future Corp.
100 Quentin Roosevelt Blvd.
Suite 202
Garden City, New York 11530
Dear Sir/Madam:
The Board of Directors of PharmaSystems Holding Corp., f/k/a Euro-Tel,
Inc. (the "Corporation") is pleased to award you an Option pursuant to the
provisions of the 1997 Euro-Tel, Inc. Non-Qualified Stock Option Plan (the
"Plan"). This letter will describe the Option granted to you. Attached to this
letter is a copy of the Plan. The terms of the Plan also set forth provisions
governing the Option granted to you. Therefore, in addition to reading this
letter you should also read the Plan. Your signature on this letter is an
acknowledgment to us that you have read and understand the Plan and that you
agree to abide by its terms. All terms not defined in this letter shall have the
same meaning as in the Plan.
1. TYPE OF OPTION. You are granted a Non-Qualified Stock Option
("NSO").
2. RIGHTS AND PRIVILEGES. Subject to the conditions hereinafter set
forth, we grant you the right to purchase One Million Five Hundred Thousand
(1,500,000) shares of the Company's Common Stock at an exercise price of One
Cent ($0.01) per share which option to purchase shall be issued pursuant to the
Plan.
3. TIME OF EXERCISE. The Option may be exercised at any time and from
time to time beginning when the right to purchase the shares of Stock accrues
and ending when they terminate as provided in Section 5 of this letter.
4. METHOD OF EXERCISE. The Option shall be exercised by written notice
to the President of the Corporation at the Corporation's principal place of
business. The notice shall set forth the number of shares of Stock to be
acquired and shall contain a check payable to the Corporation in full payment
for the Stock or that number of already owned shares of Stock equal in value to
the total Exercise Price of the Option. We shall make a delivery of the shares
of Stock subject to the conditions of the Plan.
5. TERMINATION OF OPTION. To the extent not exercised, the Option shall
terminate upon the first to occur of the following dates:
<PAGE>
(a) June 18, 2002, being five years from the date pursuant to the
provisions of Section 2 of this letter; or
(b) The date your Consultant Agreement with the Corporation and
any of its subsidiaries is terminated.
6. BINDING EFFECT. The rights and obligations described in this letter
shall inure to the benefit of and be binding upon both of us, and our respective
heirs, personal representatives, successors and assigns.
7. DATE OF GRANT. The Option shall be treated as having been granted to
you on the date of this letter even though you may sign it at a later date.
Very truly yours,
By: /s/ Jose L. Rodriguez, M.D.
---------------------------
President
AGREED AND ACCEPTED:
/s/ Michael Howard
- ------------------------
EXHIBIT 4.15
PHARMASYSTEMS HOLDING CORP.
7350 NW 7th Street
Suite 104
Miami, Florida 33126
Date: June 20, 1997
Lanser S.A.
Callejon de la Canada No. 11
Arroyo Hondo
Apartado Postal 658-2
Santo Domingo
Dominican Republic
Dear Sir/Madam:
The Board of Directors of PharmaSystems Holding Corp., f/k/a Euro-Tel,
Inc. (the "Corporation") is pleased to award you an Option pursuant to the
provisions of the 1997 Euro-Tel, Inc. Non-Qualified Stock Option Plan (the
"Plan"). This letter will describe the Option granted to you. Attached to this
letter is a copy of the Plan. The terms of the Plan also set forth provisions
governing the Option granted to you. Therefore, in addition to reading this
letter you should also read the Plan. Your signature on this letter is an
acknowledgment to us that you have read and understand the Plan and that you
agree to abide by its terms. All terms not defined in this letter shall have the
same meaning as in the Plan.
1. TYPE OF OPTION. You are granted a Non-Qualified Stock Option
("NSO").
2. RIGHTS AND PRIVILEGES. Subject to the conditions hereinafter set
forth, we grant you the right to purchase One Million Two Hundred Seventy Five
Thousand (1,275,000) shares of the Company's Common Stock at an exercise price
of One Cent ($0.01) per share which option to purchase shall be issued pursuant
to the Plan.
3. TIME OF EXERCISE. The Option may be exercised at any time and from
time to time beginning when the right to purchase the shares of Stock accrues
and ending when they terminate as provided in Section 5 of this letter.
4. METHOD OF EXERCISE. The Option shall be exercised by written notice
to the President of the Corporation at the Corporation's principal place of
business. The notice shall set forth the number of shares of Stock to be
acquired and shall contain a check payable to the Corporation in full payment
for the Stock or that number of already owned shares of Stock equal in value to
the total Exercise Price of the Option. We shall make a delivery of the shares
of Stock subject to the conditions of the Plan.
<PAGE>
5. TERMINATION OF OPTION. To the extent not exercised, the Option shall
terminate upon the first to occur of the following dates:
(a) June 18, 2002, being five years from the date pursuant to the
provisions of Section 2 of this letter; or
(b) The date your Consultant Agreement with the Corporation and
any of its subsidiaries is terminated.
6. BINDING EFFECT. The rights and obligations described in this letter
shall inure to the benefit of and be binding upon both of us, and our respective
heirs, personal representatives, successors and assigns.
7. DATE OF GRANT. The Option shall be treated as having been granted to
you on the date of this letter even though you may sign it at a later date.
Very truly yours,
By: /s/ Jose L. Rodriguez, M.D.
----------------------------
President
AGREED AND ACCEPTED:
/s/ Alvin Nadal
- --------------------------
EXHIBIT 4.16
PHARMASYSTEMS HOLDING CORP.
7350 NW 7th Street
Suite 104
Miami, Florida 33126
Date: June 20, 1997
Yorkshire Capital Management Ltd.
P.O. Box 556, Charleston
Nevis, West Indies
Dear Sir/Madam:
The Board of Directors of PharmaSystems Holding Corp., f/k/a Euro-Tel,
Inc. (the "Corporation") is pleased to award you an Option pursuant to the
provisions of the 1997 Euro-Tel, Inc. Non-Qualified Stock Option Plan (the
"Plan"). This letter will describe the Option granted to you. Attached to this
letter is a copy of the Plan. The terms of the Plan also set forth provisions
governing the Option granted to you. Therefore, in addition to reading this
letter you should also read the Plan. Your signature on this letter is an
acknowledgment to us that you have read and understand the Plan and that you
agree to abide by its terms. All terms not defined in this letter shall have the
same meaning as in the Plan.
1. TYPE OF OPTION. You are granted a Non-Qualified Stock Option
("NSO").
2. RIGHTS AND PRIVILEGES. Subject to the conditions hereinafter set
forth, we grant you the right to purchase One Million Two Hundred Fifty Thousand
(1,250,000) shares of the Company's Common Stock at an exercise price of One
Cent ($0.01) per share which option to purchase shall be issued pursuant to the
Plan.
3. TIME OF EXERCISE. The Option may be exercised at any time and from
time to time beginning when the right to purchase the shares of Stock accrues
and ending when they terminate as provided in Section 5 of this letter.
4. METHOD OF EXERCISE. The Option shall be exercised by written notice
to the President of the Corporation at the Corporation's principal place of
business. The notice shall set forth the number of shares of Stock to be
acquired and shall contain a check payable to the Corporation in full payment
for the Stock or that number of already owned shares of Stock equal in value to
the total Exercise Price of the Option. We shall make a delivery of the shares
of Stock subject to the conditions of the Plan.
5. TERMINATION OF OPTION. To the extent not exercised, the Option shall
terminate upon the first to occur of the following dates:
<PAGE>
(a) June 18, 2002, being five years from the date pursuant to the
provisions of Section 2 of this letter; or
(b) The date your Consultant Agreement with the Corporation and
any of its subsidiaries is terminated.
6. BINDING EFFECT. The rights and obligations described in this letter
shall inure to the benefit of and be binding upon both of us, and our respective
heirs, personal representatives, successors and assigns.
7. DATE OF GRANT. The Option shall be treated as having been granted to
you on the date of this letter even though you may sign it at a later date.
Very truly yours,
By: /s/ Jose L. Rodriguez, M.D.
----------------------------
President
AGREED AND ACCEPTED:
/s/ John Phillips
- -----------------------
EXHIBIT 4.17
PHARMASYSTEMS HOLDING CORP.
7350 NW 7th Street
Suite 104
Miami, Florida 33126
Date: June 20, 1997
Intercapital Holdings Corp.
100 Quentin Roosevelt Blvd., Suite 202
Garden City, New York 11530
Dear Sir/Madam:
The Board of Directors of PharmaSystems Holding Corp., f/k/a Euro-Tel,
Inc. (the "Corporation") is pleased to award you an Option pursuant to the
provisions of the 1997 Euro-Tel, Inc. Non-Qualified Stock Option Plan (the
"Plan"). This letter will describe the Option granted to you. Attached to this
letter is a copy of the Plan. The terms of the Plan also set forth provisions
governing the Option granted to you. Therefore, in addition to reading this
letter you should also read the Plan. Your signature on this letter is an
acknowledgment to us that you have read and understand the Plan and that you
agree to abide by its terms. All terms not defined in this letter shall have the
same meaning as in the Plan.
1. TYPE OF OPTION. You are granted a Non-Qualified Stock Option
("NSO").
2. RIGHTS AND PRIVILEGES. Subject to the conditions hereinafter set
forth, we grant you the right to purchase One Million Five Hundred Thousand
(1,500,000) shares of the Company's Common Stock at an exercise price of One
Cent ($0.01) per share which option to purchase shall be issued pursuant to the
Plan.
3. TIME OF EXERCISE. The Option may be exercised at any time and from
time to time beginning when the right to purchase the shares of Stock accrues
and ending when they terminate as provided in Section 5 of this letter.
4. METHOD OF EXERCISE. The Option shall be exercised by written notice to
the President of the Corporation at the Corporation's principal place of
business. The notice shall set forth the number of shares of Stock to be
acquired and shall contain a check payable to the Corporation in full payment
for the Stock or that number of already owned shares of Stock equal in value to
the total Exercise Price of the Option. We shall make a delivery of the shares
of Stock subject to the conditions of the Plan.
5. TERMINATION OF OPTION. To the extent not exercised, the Option shall
terminate upon the first to occur of the following dates:
<PAGE>
(a) June 18, 2002, being five years from the date pursuant to the
provisions of Section 2 of this letter; or
(b) The date your Consultant Agreement with the Corporation and any
of its subsidiaries is terminated.
6. BINDING EFFECT. The rights and obligations described in this letter
shall inure to the benefit of and be binding upon both of us, and our respective
heirs, personal representatives, successors and assigns.
7. DATE OF GRANT. The Option shall be treated as having been granted to
you on the date of this letter even though you may sign it at a later date.
Very truly yours,
By: /s/ Jose L. Rodriguez, M.D.
---------------------------------
President
AGREED AND ACCEPTED:
/s/ Vincent Napolitano
- -----------------------------
EXHIBIT 5
Kirkpatrick & Lockhart LLP
201 South Biscayne Blvd.
20th Floor
Miami, FL 33131-2399
(305) 539-3300
October 22, 1997
PharmaSystems Holdings Corp.
7350 S.W. 7th Street, Suite 104
Miami, Florida 33126
Gentlemen:
We have acted as counsel to PharmaSystems Holdings Corp., a Colorado
corporation (the "Company"), in connection with the preparation of a
Registration Statement on Form S-8 (the "Registration Statement") to be filed
with the Securities and Exchange Commission pursuant to the Securities Act of
1933, as amended, covering a total of 6,000,000 shares (the "Shares") of the
Company's no par value Common Stock ("Common Stock") which may be issued
pursuant to the PharmaSystems Holdings Corp. 1997 Non-Qualified Stock Option
Plan (the "Plan").
We are familiar with the Registration Statement and the Plan. We
have also reviewed a copy of the Company's Articles of Incorporation, the
Company's bylaws, corporate proceedings of the Company, certificates of Company
officers, the options agreements (the "Option Agreements") pursuant to which the
options were issued under the Plan and such other documents as we deem necessary
to express the opinions herein contained. On the basis of the foregoing, we are
of the opinion that:
1. The Company is duly incorporated and legally existing under the
laws of the State of Colorado and has an authorized capital consisting of
100,000,000 shares of Common Stock, no par value, and 25,000,000 shares of
Preferred Stock, par value $0.01 per share; and
2. The Shares have been duly authorized and reserved for issuance
pursuant to the Plan, and when issued against payment therefor in accordance
with the provisions of the Plan, the Shares will be validly issued, fully paid
and non-assessable.
The opinions provided herein are subject to the following
qualifications and caveats:
In connection with this opinion, we have examined and relied
upon (i) a copy of the Articles of Incorporation of the Company certified by an
officer of the Company, (ii) a Certificate of the Secretary of State of Colorado
<PAGE>
PharmaSystems Holdings Corp.
October 22, 1997
Page 3
dated October 13, 1997 attesting to the continued corporate existence and good
standing of the Company, (iii) a resolution of the Board of Directors of
Euro-Tel, Inc. dated June 19, 1997 regarding the reservation of the Shares under
the Plan, and a resolution of the Board of Directors of the Company dated
October 16, 1997 reaffirming such reservation, (iv) such other reports,
directors' resolutions and officers' certificates as we have deemed necessary
and relevant to form the basis for our opinions herein, and (v) originals or
copies certified or otherwise identified to our satisfaction of such records,
agreements, instruments and certificates as we have deemed necessary and
relevant to form the basis for our opinions as provided herein.
In our examination, we have assumed the genuineness of all
signatures, the authenticity of all documents submitted to us as originals, the
conformity to originals of all documents submitted to us as copies, the
authenticity of the originals of such latter documents and the legal capacity of
all natural persons executing documents. We have also assumed that (a) the
Company will maintain an adequate number of shares of authorized but unissued
Common Stock or treasury stock for issuance under the Plan, and (b) the Company
will receive the consideration provided for in the applicable Option Agreements
pursuant to which shares of Common Stock will be issued under the Plan.
We are members of the Bar of the State of Florida. We do not
purport to be experts or to express any opinion with respect to the laws of any
jurisdiction other than the laws of the United States of America or the laws of
the State of Florida, but assume without investigation compliance with all such
other laws.
This opinion is furnished pursuant to the request of the
addressee hereof and is rendered by us solely for the benefit of the addressee
hereof in connection with the Registration Statement. We are not hereby assuming
any professional responsibilities to any other person whatsoever. This opinion
may be relied upon only in connection with the Registration Statement. This
opinion may not be used, disseminated, circulated, quoted, referred to or relied
upon by any other person (including by way of subrogation or assignment) or for
any other purpose without our prior written consent. This opinion is rendered as
of the date set forth above, and we express no opinion as to circumstances or
events that may occur subsequent to such date. We assume no duty to update or
supplement this opinion to reflect any facts or circumstances that may hereafter
come to our attention or reflect any changes in any law that may hereafter occur
or become effective.
<PAGE>
PharmaSystems Holdings Corp.
October 22, 1997
Page 3
We hereby consent to the filing of this opinion as Exhibit
Number 5 to the Registration Statement.
Sincerely,
Kirkpatrick & Lockhart LLP
/s/ Kirkpatrick & Lockhart LLP
------------------------------
EXHIBIT 23.1
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
PharmaSystems Cost Containment Corp.
Miami, Florida
We hereby consent to the incorporation by reference in the Prospectus
constituting a part of this Registration Statement of our report dated April 29,
1997, except for Note 13 which is as of September 30, 1997, relating to the
consolidated financial statements appearing in Form 8-K/A2 for the year ended
December 31, 1996. Our report contains an explanatory paragraph regarding the
Company's ability to continue as a going concern.
Miami, Florida BDO Seidman, LLP
October 17, 1997 /s/ BDO Seidman, LLP
--------------------
EXHIBIT 23.2
CONSENT OF KIRKPATRICK & LOCKHART LLP
Contained in Exhibit Number 5
EXHIBIT 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints both Aurelio E. Alonso and Jose L.
Rodriguez, M.D. his true and lawful attorney-in-fact and agent, with full power
of substitution and revocation, for him and in his name, place and stead, in any
and all capacities (until revoked in writing), to sign any and all amendments
(including post-effective 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, granting unto said attorney-in-fact
and agent full power and authority to do and perform each and every act and
thing requisite and necessary to be done 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 agent, or his substitutes, may lawfully do or cause to be
done by virtue hereof.
