AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MARCH 15, 2000
REGISTRATION NO. 333-
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
MED-EMERG INTERNATIONAL INC.
----------------------------
(Exact Name of Registrant as Specified in Its Charter)
PROVINCE OF ONTARIO
-------------------
(State or Other Jurisdiction of Incorporation or Organization)
N/A
---
(I.R.S. Employer Identification No.)
2550 ARGENTIA ROAD, MISSISSAUGA, ONTARIO L5N5R1
-----------------------------------------------
(Address, including Zip Code, of Principal Executive Offices)
1997 STOCK OPTION PLAN
MED-EMERG INTERNATIONAL INC. STOCK OPTION AGREEMENT WITH DR. RAMESH ZACHARIAS
MED-EMERG INTERNATIONAL INC. STOCK OPTION AGREEMENT WITH CARL PAHAPILL
----------------------------------------------------------------------
(Full Title of the Plan)
Copies To:
CARL PAHAPILL JAY M. KAPLOWITZ, ESQ.
PRESIDENT GERSTEN, SAVAGE & KAPLOWITZ, LLP
MED-EMERG INTERNATIONAL INC. 101 EAST 52ND STREET
2550 ARGENTIA ROAD NEW YORK, NEW YORK 10022
MISSISSAUGA, ONTARIO L5N5R1 (212) 752-9700
(905) 858-1368
If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, check the following box [x]
<PAGE>
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
TITLE OF SECURITIES TO AMOUNT BEING PROPOSED MAXIMUM PROPOSED AMOUNT OF
BE REGISTERED REGISTERED OFFERING PRICE PER MAXIMUM REGISTRATION
SECURITY(1) AGGREGATE FEE
OFFERING PRICE
- ------------------------- -------------- -------------------- ----------------- ---------------
<S> <C> <C> <C> <C>
COMMON STOCK, NO 710,900 $1.90 $1,350,710 $356.59
PAR VALUE PER SHARE(2)
- ------------------------- -------------- -------------------- ----------------- ---------------
COMMON STOCK, NO 289,100 $3.00 $ 867,300 228.97
PAR VALUE PER SHARE(2)
- ------------------------- -------------- -------------------- ----------------- ---------------
COMMON STOCK, NO 800,000 $1.50 $1,200,000 316.80
PAR VALUE PER SHARE
- ------------------------- -------------- -------------------- ----------------- ---------------
TOTAL 1,800,000 $902.36
- ------------------------- -------------- -------------------- ----------------- ---------------
<FN>
- --------------
(1) The price is estimated in accordance with Rule 457(h)(1) under the
Securities Act of 1933, as amended, solely for the purpose of calculating
the registration fee and is based (a) as to the 710,900 shares of Common
Stock issuable upon exercise of options granted under the registrant's 1997
Stock Option Plan, upon the average price at which such options may be
exercised, (b) as to the remaining 289,100 shares reserved for issuance
under the 1997 Stock Option Plan, on the last sale closing price as
reported on The Nasdaq Small Cap Market on March 9, 2000 (within 5 days
prior to the filing of this Registration Statement) was $3.00, (c) as to
the 400,000 shares of Common Stock that may be issued to Dr. Ramesh
Zacharias pursuant to the stock option agreement between Dr. Zacharias and
the company at an exercise price of $1.50, And (d) as to the 400,000 shares
of Common Stock that may be issued to Carl Pahapill pursuant to the stock
option agreement between Mr. Pahapill and the company at an exercise price
of $1.50.
(2) Pursuant to Rule 416, there are also being registered additional shares of
Common Stock as may become issuable pursuant to the anti-dilution
provisions of the 1997 Stock Option Plan.
</FN>
</TABLE>
EXPLANATORY STATEMENT
This Registration Statement on Form S-8 registers: (a) 1,000,000 shares
of Common Stock of Med-Emerg International Inc., no par value per share, for
issuance upon exercise of options granted or eligible for grant under Med-Emerg
International Inc.'s 1997 Stock Option Plan, (b) 400,000 shares of Common Stock
of Med-Emerg International Inc., no par value per share, for issuance upon
exercise of options granted to Dr. Ramesh Zacharias, the Company's Chief
Executive Officer pursuant to a stock option agreement between Dr. Zacharias and
the Company, and (c) 400,000 shares of Common Stock of Med-Emerg International
Inc., no par value per share, for issuance upon exercise of options granted to
Carl Pahapill, the Company's President, pursuant to a stock option agreement
between Mr. Pahapill and the Company.
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PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
ITEM 1. PLAN INFORMATION.*
ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.*
* Information required by Part I to be contained in the Section 10(a)
prospectus is omitted from this Registration Statement in accordance with Rule
428 under the Securities Act of 1933 and the Note to Part I of Form S-8.
This registration statement on Form S-8 under the Securities Act of
1933, as amended, will be filed with the Securities and Exchange Commission for
the registration of the shares of common stock offered by this prospectus.
Med-Emerg International Inc. will provide without charge to each person to whom
a copy of a Section 10(a) Prospectus hereunder is delivered, upon the oral or
written request of such person, a copy of any document incorporated in this
registration statement by reference, except exhibits to such documents. Requests
for such information should be directed to Med-Emerg International Inc., 2550
Argentia Road, Mississauga, Ontario L5N5R1, (905) 858-1368.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.
The following documents previously filed by the registrant with the
Securities and Exchange Commission are incorporated by reference in this
Registration Statement:
(1) The Company's Annual Report on Form 10K for the Year Ended December
31, 1998.
(2) The Company's Proxy Statement on Schedule 14A filed on July 29, 1998.
(3) The Company's Quarterly Reports on Form 10-Q for the Quarters Ended
March 31, 1999, June 30, 1999 and September 30, 1999.
In addition to the foregoing, all documents subsequently filed by the
Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities
Exchange Act of 1934, prior to the filing of a post- effective amendment
indicating that all of the securities offered hereunder have been sold or
deregistering all securities then remaining unsold, shall be deemed to be
incorporated by reference in this registration statement and to be part hereof
from the date of filing of such documents.
Any statement contained in a document incorporated by reference in this
registration statement shall be deemed to be modified or superseded for purposes
of this registration statement to the extent that a statement contained herein
or in any subsequently filed document that is also incorporated by reference
herein modifies or supersedes such statement. Any statement so modified or
superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this registration statement. All information appearing in
this registration statement is qualified in its entirety by the information and
financial statements (including notes thereto) appearing in the documents
incorporated herein by reference, except to the extent set forth in the
immediately preceding statement.
The Company hereby undertakes to provide without charge to each person
to whom a copy of this Prospectus is delivered, upon the oral or written request
of such person, a copy of any document incorporated in this registration
statement by reference, except exhibits to such documents. Requests for such
information should be directed to Med-Emerg International Inc. 2550 Argentia
Road, Mississauga, Ontario, L5N5R1, (905) 858-1368.
ITEM 4. DESCRIPTION OF SECURITIES
Not applicable.
4
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ITEM 5. INTERESTS OF NAMED EXPERTS
Not applicable.
ITEM 6. INDEMNIFICATION OF OFFICERS AND DIRECTORS
Section 136(l) of the Business Corporations Act of Ontario (the "OBCA")
provides that, except in respect of an action by or on behalf of a corporation
or body corporate to procure a judgment in its favor, a corporation may
indemnify a director or officer of the corporation, a former director or officer
of the corporation or a person who acts or acted at the corporation's request as
director or officer of a body corporate of which the corporation is or was a
shareholder or creditor, and heirs and legal representatives, against all costs,
charges and expenses, including an amount paid to settle an action or satisfy a
judgment, reasonably incurred by him in respect of any civil, criminal or
administrative action or proceeding to which he is made a party by reason of
being or having been a director or officer of the corporation or body corporate,
if:
(a) he acted honestly and in good faith with a view to the best
interests of the corporations; and
(b) in the case of a criminal or administrative proceeding that is
enforced by a monetary penalty, he had reasonable grounds for believing that his
conduct was lawful.
Section 136(2) of the OBCA provides that a corporation may with the
approval of a court indemnify a person referred to in subsection (1) in respect
of an action by or on behalf of the corporation or body corporate to procure a
judgment in its favor, to which he is made a party by reason of being or having
been a director or officer of the corporation or body corporate, against all
costs, charges and expenses reasonably incurred by him in connection with such
action if he fulfills the conditions set out in paragraphs (1)(a) and (b) above.
Part VII, Section 7.02 of Med-Emerg's by-laws provides that, subject to
the OBCA, Med-Emerg shall indemnify a director or officer of the company, a
former director or officer of the company or a person who acts or acted at the
company's requests as a director or officer of a body corporate of which the
company is or was a shareholder or creditor, and his heirs and legal
representatives, against all costs, charges and expenses, including an amount
paid to settle an action or satisfy a judgment reasonably incurred by him in
respect of any civil, criminal or administrative action or proceeding to which
he is made a party by reason of being or having been a director or officer of
the company or body corporate, if:
(a) he acted honestly and in good faith with a view to the best
interests of the company; and
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<PAGE>
(b) in the case of a criminal or administrative proceeding that is
enforced by a monetary penalty he had reasonable grounds for believing that his
conduct was lawful.
The company shall also indemnify such persons in such other
circumstances as the OBCA permits or requires. Nothing contained in said Section
7:02 shall limit the right of any person entitled to indemnity to claim
indemnity apart from the provisions of said Section.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
ITEM 8. EXHIBITS
5.1 Opinion of Gersten, Savage & Kaplowitz, LLP
10.1 1997 Stock Option Plan
10.2 Stock Option Agreement between the Company and Dr. Ramesh Zacharias
10.3 Stock Option Agreement between the Company and Carl Pahapill
23.1 Consent of Schwartz Levitsky Feldman LLP Chartered Accountants
23.2 Consent of Gersten, Savage & Kaplowitz, LLP (Included in Exhibit 5.1)
ITEM 9. UNDERTAKINGS
The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:
(i) To include any prospectus required by section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the prospectus any facts or event arising after the
effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in the registration statement;
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in the registration statement or
any material change to suit information in the registration statement,
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PROVIDED, HOWEVER, that paragraphs 9(a)(1)(i) and (a)(1)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the small business issuer
pursuant to Section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in this registration statement.
(2) That, for the purpose of determining any liability under the Securities Act
of 1933, each such post- effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment any of
the securities being registered which remain unsold at the termination of
the offering.
(4) Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of
the small business issuer pursuant to any charter provision, by-law,
contract, arrangement, statute, or otherwise, the registrant has been
advised that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the small business
issuer in the successful defense of any action, suit or proceeding) is
asserted by such director, officer or controlling person in connection with
the securities being registered, the small business issuer will, unless in
the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question
whether such indemnification by it is against public policy as expressed in
the Act and will be governed by the final adjudication of such issue.
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<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 New York, New York on the 14th day of March, 2000.
MED-EMERG INTERNATIONAL INC.
By: /S/ CARL PAHAPILL
---------------------
Carl Pahapill
President
Pursuant to the requirements of the Securities Act of 1933, as amended,
this registration statement has been signed below by the following persons in
the capacities and on the dates indicated.
SIGNATURE TITLE DATE
--------- ----- ----
/S/WILLIAM THOMSON Chairman March 14, 2000
-----------------------
William Thomson
/S/DR. RAMESH ZACHARIAS Chief Executive Officer March 14, 2000
----------------------- and Director
Dr. Ramesh Zacharias
/S/CARL PAHAPILL President, Chief Operating
----------------------- Officer and Director
Carl W. Pahapill March 14, 2000
/S/ KATHRYN GAMBLE Vice President - Finance,
----------------------- Chief Financial
Kathryn Gamble Officer and Secretary March 14, 2000
/S/ Director
-----------------------
Robert M. Rubin March ___ , 2000
/S/ Director March ___, 2000
-----------------------
Jeffrey Lyons
/S/MARTIN SCULLION Director March 14, 2000
-----------------------
Martin Scullion
/S/ Director March ___, 2000
-----------------------
Camille Chebir
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EXHIBIT INDEX
*5.1 Opinion of Gersten, Savage & Kaplowitz, LLP
*10.1 1997 Stock Option Plan
*10.2 Stock Option Agreement between the Company and Dr. Ramesh Zacharias
*10.3 Stock Option Agreement between the Company and Carl Pahapill
*23.1 Consent of Schwartz Levitsky Feldman LLP Chartered Accountants
*23.2. Consent of Gersten, Savage & Kaplowitz, LLP (Included in Exhibit 5.1)
- ----------------
* Filed herewith.
EXHBIT 5.1
March 15, 2000
Med-Emerg International Inc.
2550 Argentia Road
Mississauga, Ontario L5N 5R1
Gentlemen:
You have requested our opinion with respect to the offer and sale by
you, Med-Emerg International Inc., an Ontario Corporation (the "Company"),
pursuant to a registration Statement (the "Registration Statement") on Form S-8
under the Securities Act of 1933, as amended (the "Act"), of up to 1,800,000
shares of Med-Emerg International Inc., no par value per share (the "Common
Stock") issuable upon exercise of stock options available for grant under the
Company's 1997 Stock Option Plan and pursuant to stock option agreements between
the Company and certain of its officers.
We have examined the originals, or copies certified or otherwise
identified to our satisfaction, of such documents and corporate and public
records as we deem necessary as a basis for the opinion hereafter expressed.
With respect to such examination, we have assumed the genuineness of all
signatures appearing on all documents presented to us as originals, and the
conformity to the originals of all documents presented to us as conformed or
reproduced copies. Where factual matters relevant to such opinion were not
independently established, we have relied upon certificates of executive
officers and responsible employees and agents of the Company.
Based upon the foregoing, it is our opinion that the Plan Shares have
been duly and validly authorized and when sold, paid for and issued as
contemplated by the 1997 Stock Option Plan and the stock option agreements
entered into between the Company and each of Dr. Zacharias and Mr. Pahapill,
will be duly and validly issued and fully paid and nonassessable.
We hereby consent to the use of this opinion as Exhibit 5.1 to the
Registration Statement. In giving this consent, we do not thereby concede that
we come within the categories of persons whose consent is required by the Act or
the General Rules and Regulations promulgated thereunder.
Very truly yours,
/S/ GERSTEN, SAVAGE & KAPLOWITZ
-------------------------------
Gersten, Savage & Kaplowitz, LLP
EXHIBIT 10.1
1997 STOCK OPTION PLAN
A. PURPOSE.
The purpose of the Stock Option Plan (the "Plan") is to provide a means
whereby the Corporation may, through the grant of options to purchase common
shares of the Corporation ("common shares") to officers, directors, employees,
service providers, consultants and contractors of the Corporation, and of any
affiliate or subsidiary of the Corporation, motivate officers, directors,
employees and other service providers, consultants and contractors (including
officers and directors who are not employees) to exert their best efforts on
behalf of the Corporation, and any affiliate or subsidiary, and closely align
the personal interests of such officers, directors, employees, service
providers, consultants and contractors with those of the shareholders. Options
may be granted by the Corporation from time to time to officers, directors, key
employees, service providers, consultants and contractors or to a personal
holding corporation controlled by such optionees or to a registered retirement
savings plan established by such optionees of the Corporation, or of any
affiliate or subsidiary of the Corporation, to purchase common shares (such
persons, corporations and plans shall be considered to be the class of eligible
optionees hereunder).
B. NUMBER OF SHARES AVAILABLE UNDER PLAN.
Common shares to be issued upon exercise of an option granted under the
Plan shall be reserved on the date of the grant of an option for issuance upon
exercise of such option. (1) Maximum Number. Subject to adjustment as provided
in Subparagraph D(8) below, the aggregate number of common shares which may be
reserved for issuance under the Plan shall not exceed 1,000,000 common shares.
(2) Insiders. Notwithstanding anything else herein contained: (a) the number of
common shares which may be reserved for issuance under the Plan and under any
other employee stock option plans or other share compensation arrangements of
the Corporation to insiders (as defined in the Securities Act (Ontario)) of the
Corporation, and of any affiliate or subsidiary of the Corporation, shall not
exceed 10% of the outstanding issue (as hereinafter defined); (b) the number of
common shares which may be issued within a one- year period pursuant to the Plan
and under any other employee stock option plans or other share compensation
arrangements of the Corporation to insiders of the Corporation, shall not exceed
10% of the outstanding issue; and (c) the number of common shares which may be
issued within a one-year period pursuant to the Plan and under any other
employee stock option plans or other share compensation arrangements of the
Corporation to any one insider of the Corporation, and such insider's associates
shall not exceed 5% of the outstanding issue. For the purposes of Subparagraph
B(2)(a), "outstanding issue" means the number of common shares outstanding on a
non-diluted basis, subject to applicable adjustments as provided for in the
by-laws and rules of any stock exchange having jurisdiction. For the purposes of
subparagraph B(2)(b) and (c), "outstanding issue" is determined on the basis of
the number of common shares that are outstanding immediately prior to the share
issuance in question, excluding common shares issued pursuant to share
compensation arrangements over the preceding one-year period. For the purposes
of Paragraph B(2), an entitlement granted prior to the grantee becoming an
insider may be excluded in determining the number of shares issuable to
insiders. (3) Individual. The aggregate number of common shares which may be
reserved for issuance to any one person under the Plan shall not exceed the
number of common shares remaining after: i) the aggregate number of common
shares reserved for issuance under the Plan and under any other employee stock
option plus or other share compensation arrangements of the Corporation held by
such person on the date of the grant of any option; is subtracted from ii) 5% of
the aggregate number of common shares issued and outstanding (on a non-diluted
basis) on the date of the grant of such option. (4) Termination Expiry, etc. If
any option granted under the Plan shall terminate, expire or, with the consent
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of the optionee, be cancelled as to any common shares, new options may
thereafter be granted covering such common shares, subject to applicable
regulatory requirements.
C. ADMINISTRATION.
(1) Supervision by Board. The Plan shall be administered under the
supervision of the board of directors of the Corporation or by the compensation
committee of the board of directors which is charged with the responsibility of
administering the Plan (both of which are referred to hereinafter as the
"Board"). (2) Powers of Board. Subject to the provisions of the Plan, the Board
shall have the power to: (a) determine and designate from time to time those
officers, directors, employees, service providers, consultants and contractors
of the Corporation, or of any affiliate or subsidiary of the Corporation, to
whom options are to be granted and the number of common shares to be optioned to
each officer, director, employee, service provider, consultant or contractor;
and (b) determine the time or times when, and the manner in which, each option
shall be exercisable and the duration of the exercise period for each proposed
option. (3) Other Options and Purchase Plans. An officer, director, employee,
service provider, consultant or contractor who has been granted an option may,
if the person is otherwise eligible, be granted an additional option or options
under this Plan or any other option or purchase plans of the Corporation if the
Board shall so determine. (4) Interpretation: Rules and Regulations. The Board
may interpret the Plan, prescribe, amend and rescind any rules and regulations
necessary or appropriate for the administration of the Plan, and make such other
determinations and take such other actions as it deems necessary or advisable.
Without limiting the generality of the foregoing, the Board may, in its
discretion, treat all or any portion of any period during which an optionee is
on an approved leave of absence from the Corporation, or an affiliate or
subsidiary of the Corporation, as a period of employment of such optionee by the
Corporation, or such affiliate or subsidiary, as the case may be, for the
purpose of accrual of the optionee's rights under the optionee's option. Any
interpretation, determination or other action made or taken by the Board shall
be final, binding and conclusive.
D. TERMS AND CONDITIONS.
Each option granted under the Plan shall be evidenced by an agreement,
in a form approved by the Board, which shall be subject to the following express
terms and conditions and to such other terms and conditions as the Board may
deem appropriate: (1) Option Period. Each option agreement shall specify the
period for which the option thereunder is exercisable (which in no event shall
exceed 5 years from the date of grant) and shall provide that the option shall
expire at the end of such period. (2) Option Price. The option price per common
share shall be determined by the Board at the time any option is granted but in
no event shall such price be lower than the Market Price (as hereinafter
defined) at the time of the grant. ""Market Price" means: (a) at any time during
which the common shares are listed and posted for trading or are quoted on any
stock exchange, the closing sale price for board lots of common shares on such
exchange on the last business day on which a trade occurred immediately prior to
the date of the grant; and (b) at any other time, the fair market value of the
common shares, as determined by the Board, with due regard being had to any
over-the-counter sale prices, asked and bid prices, volume quotations, value of
assets and liabilities of the Corporation, income and prospects of the
Corporation, and such other considerations as the Board shall in its sole
discretion determine to be relevant. (3) Exercise of Options. At the time of the
grant of each option, the Board shall determine when the option shall become
exercisable, the conditions, if any for the vesting of the option and the period
of time over which the option may be exercised, all within applicable regulatory
limits. The Board may determine whether the options shall be exercisable in
instalments, and may impose such other restrictions as it shall deem
appropriate. (4) Payment of Purchase Price Upon Exercise. The purchase price of
the shares for which an option shall be exercised shall be paid in cash or by
certified cheque to the Corporation at the time of exercise. (5) Exercise in the
Event of Death or Termination of Employment. (a) With respect to an optionee
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who is an employee, officer, service provider, consultant or contractor of the
Corporation or an affiliate or subsidiary of the Corporation, if any such
optionee's (or, if the optionee is a personal holding company controlled by, or
a registered retirement savings plan established by, an officer, employee,
service provider, consultant or contractor then if such person's) employment,
office with or services to the Corporation, or an affiliate or subsidiary of the
Corporation, shall terminate for any reason, including the optionee's death,
permanent disability or termination of employment with or without cause, the
optionee may exercise the optionee's option, to the extent that the optionee may
be entitled to do so at the date of the termination of the optionee's
employment, office or services, at any time or from time to time, within 30 days
of the date of termination of the optionee's employment, office or services, but
in no event later than the expiration date specified in accordance with
Subparagraph D(1) above. (b) With respect to any optionee who is a director of
the Corporation or an affiliate or subsidiary of the Corporation, if any such
optionee's (or, if the optionee is a personal holding company controlled by, or
a registered retirement savings plan established by a director, then if such
person's) directorship with the Corporation, or an affiliate or subsidiary of
the Corporation, shall be terminated for any reason, including the optionee's
death, permanent disability or termination with or without cause, the optionee
may exercise the optionee's option, to the extent that the optionee would be
entitled to do so at the date of the termination of the optionee's directorship,
at any time or from time to time, within 60 days of the date of termination of
the optionee's directorship, but in no event later than the expiration date
specified in accordance with Subparagraph D(1) above. (6) Non-transferability.
No option granted under the Plan shall be transferable or assignable other than
by will or by the laws of descent and distribution. During the lifetime of the
optionee, an option shall be exercisable only by such optionee. (7) Investment
Representation, Listing and Regulation. (a) Each option shall be subject to the
requirement that if at any time the Board shall determine, in its discretion,
that the registration, qualification or other approval of or in connection with
the Plan or the common shares covered thereby is necessary or desirable under
any governmental or regulatory authority, then such option may not be exercised,
in whole or in part, unless and until such registration, qualification or
approval shall have been obtained free of any condition not acceptable to the
Board. The optionee shall, to the extent applicable, cooperate with the
Corporation in relation thereto and shall have no claim or cause of action
against the Corporation or any of its officers, directors or shareholders as the
result of any failure by the Corporation to take any steps to obtain any such
registration, qualification or approval. (b) The granting of options and the
issuance of common shares under the Plan shall be carried out in compliance with
applicable statutes and with regulations of governmental authorities and
applicable stock exchanges. (8) Adjustments in Event of Change of Common Shares.
Subject to any required approvals of applicable regulatory authorities and stock
exchanges, in the event of any change in the common shares by reason of any
stock dividend, recapitalization, merger, consolidation, split-up, combination
or exchange of shares, or rights offering to purchase common shares at a price
substantially below fair market value, or of any similar change affecting the
common shares, the number and kind of shares which thereafter may be optioned
and sold under the Plan and the number and kind of shares subject to option in
outstanding option agreements and the purchase price per share thereof shall be
appropriately adjusted consistent with such change in such manner as the Board
may deem equitable to prevent substantial dilution or enlargement of the rights
granted to, or available for, participants in the Plan. (9) Liquidation. In the
event the Board shall adopt a plan of complete liquidation, all options shall
become immediately exercisable in full, notwithstanding that they may have been
initially granted on an instalment basis. (10) No Rights as Shareholder. No
optionee shall have any rights as a shareholder with respect to any common
shares subject to the optionee's option prior to the date of issuance to such
optionee of a certificate or certificates for such shares. (11) No Rights to
Continued Employment. The Plan and any option granted under the Plan shall not
confer upon any optionee any right with respect to or service provider to the
Corporation, or any affiliate or subsidiary of the Corporation, nor shall they
interfere in any way with the right of the Corporation, or any affiliate or
subsidiary of the Corporation, by which an optionee is employed or of which the
optionee is a director, consultant, contractor or service provider to terminate
the optionee's employment or directorship or services at any time in accordance
with applicable law.
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E. AMENDMENT AND DISCONTINUANCE.
Subject to applicable regulatory requirements, the Board may from time
to tome amend, suspend, terminate or discontinue the Plan provided, however,
that subject to the provisions of Subparagraph D(8) above, no action of the
Board may: (1) Increase Limits. Increase the number of common shares reserved
for options pursuant to Paragraph B above; (2) Change Eligibility. Change the
class of eligible employees, officers, directors or service providers to whom
options may be granted; (3) Lengthen Term. Permit the granting of options which
expire beyond the period provided for in Subparagraph D(1) above; or (4) Reduce
Price. Permit the granting of any option at an option price less than that
determined in accordance with Subparagraph D(2) above; unless the Plan is
required to be amended in order to otherwise comply with changes in applicable
laws.
F. PROCEEDS FROM SALES OF SHARES.
Any cash proceeds from the sale of shares issued upon exercise of the
options shall be added to the general funds of the Corporation.
G. TERM OF PLAN.
Options may be granted only within 5 years from the date the Plan has
been adopted by the Board.
H. SHAREHOLDER APPROVAL.
The Plan shall be presented to the Corporation's shareholders within 12
months or its adoption by the Board for approval by such shareholders. Options
may be granted prior to such approval, but such options shall be contingent upon
such approval being obtained any may not be exercised prior to such approval.
4
EXHIBIT 10.2
NEITHER THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SHARES ISSUABLE
UPON EXERCISE HEREOF HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE
"1933 ACT") OR THE SECURITIES LAWS OF ANY STATE. NEITHER THE SECURITIES
REPRESENTED HEREBY MAY BE SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED NOR
MAY THE SHARES BE ISSUED UPON EXERCISE UNLESS SUCH SECURITIES AND SHARES ARE
REGISTERED UNDER THE 1933 ACT AND APPLICABLE STATE SECURITIES LAWS OR THE
COMPANY RECEIVES AN OPINION OF COUNSEL ACCEPTABLE TO THE COMPANY THAT SUCH SALE,
TRANSFER, PLEDGE OR ISSUANCE IS EXEMPT FROM REGISTRATION.
MED-EMERG INTERNATIONAL, INC.
STOCK OPTION AGREEMENT
THIS STOCK OPTION AGREEMENT (the "Agreement"), is made as of August 1,
1999 by and between Med-Emerg International, Inc., an Ontario corporation, (the
"Company"), and Dr. Ramesh Zacharias ("Optionee").
R E C I T A L
Pursuant to the resolutions dated September 27, 1999, the Board of
Directors of the Company has ratified the grant to Optionee of a stock option to
purchase the number of shares of Common Stock of the Company specified in
Paragraph 1 hereof, at the price specified therein, such option to be for the
term and upon the terms and conditions hereinafter stated.
A G R E E M E N T
NOW, THEREFORE, in consideration of the promises and of the
undertakings of the parties hereto contained herein, it is hereby agreed:
1. Number of Shares; Option Price. Pursuant to said action of the Board
of Directors, the Company hereby grants to Optionee the option ("Option") to
purchase, upon and subject to the terms of the Agreement, 400,000 shares of
Common Stock of the Company ("Shares") at the price of $1.50 per share.
2. Term. This Option shall expire on July 31, 2004 (the "Expiration
Date") unless such Option shall have been terminated prior to that date in
accordance with the provisions of the Agreement.
3. Shares Subject to Exercise. Shares subject to exercise shall vest as
follows:
(A) 50% of the Shares vest and become subject to exercise at the time
YFMC Healthcare Inc becomes a subsidiary of the Company; and
<PAGE>
(B) 50% of the Shares vest and become subject to exercise upon the
completion of an equity financing(s) in the aggregate amount of
not less than US$10,000,000.
Notwithstanding the foregoing, none of the Shares will be exercisable until
after February 1, 2000. In the event that (i) the Optionee's employment is
terminated by the Company other than for Cause (as defined herein) ("Non-Cause
Termination") or (ii) the Company is subject to a Change of Control Event (as
defined herein) then the vesting of all Shares shall be accelerated and the
Option shall become exercisable with respect to 100% of the Shares and 100% of
the Shares shall vest on the date of such Non-Cause Termination or Change of
Control Event. Each vesting of Shares is an "Installment" and each date Shares
vest is an "Installment Date".
4. Method and Time of Exercise. The Option may be exercised by written
notice delivered to the Company at its principal executive office stating the
number of Shares with respect to which the Option is being exercised, together
with:
(A) a check or money order made payable to the Company in the
amount of the exercise price and any applicable federal, state and local
withholding tax, (as provided under Paragraph 6 hereof); or
(B) the tender to the Company of shares of the Company's
Common Stock owned by Optionee having a fair market value not less than the
exercise price, plus the amount of applicable federal, state and local
withholding taxes (as provided under Paragraph 6 hereof); or
(C) (i) the surrender of shares of Common Stock then issuable
upon the exercise of the Option, provided the fair market value of such shares
of Common Stock is equal on the date to the exercise price, or such portion
thereof as Optionee elects to pay by surrender of such stock, plus (ii) the
amount of applicable federal, state and local withholding taxes (as provided
under Paragraph 6 hereof).
The Option may not be exercised for fractional shares.
5. Exercise Period. This Option (to the extent then exercisable) may be
exercised in whole or in part at any time prior to or on the last Installment
Date; provided, however, that if such exercise of this Option would result in
liability for Optionee under Section 16(b) of the Securities Exchange Act of
1934, then such period shall automatically shall be extended until the tenth day
following the last date upon which Optionee has any liability under Section
16(b), but in no event shall the time to exercise the Option be extended further
than the Expiration Date.
<PAGE>
6. Tax Withholding. As a condition to exercise of this Option, the
Company may require Optionee to pay over to the Company all applicable federal,
state and local taxes which the Company is required to withhold with respect to
the exercise of this Option. At the discretion of the Company and upon the
request of Optionee, the minimum statutory withholding tax requirements may be
satisfied by the withholding of shares of Common Stock of the Company otherwise
issuable to Optionee upon the exercise of this Option.
7. Nontransferability. This Option may not be assigned or transferred
except by will, qualified domestic relations order or by the laws of descent and
distribution, and may be exercised only by Optionee during his lifetime and
after his death, by his personal representative or by the person entitled
thereto under his will or the laws of intestate succession.
8. Optionee Not a Shareholder. Optionee shall have no rights as a
shareholder with respect to the Common Stock of the Company covered by this
Option until the date of issuance of a stock certificate or stock certificates
to him upon exercise of this Option. No adjustment will be made for dividends or
other rights for which the record date is prior to the date such stock
certificate or certificates are issued.
9. No Right to Employment. Nothing in the Option granted hereby shall
interfere with or limit in any way the right of the Company to terminate
Optionee's employment or consulting at any time, nor confer upon Optionee any
right to continue in the employ of, or consult with, the Company.
10. Restrictions on Sale of Shares. Optionee represents and agrees
that, upon his exercise of this Option, in whole or in part, unless there is in
effect at that time under the Securities Act of 1933 a registration statement
relating to the Shares issued to him, he will acquire the Shares issuable upon
exercise of this Option for the purpose of investment and not with a view to
their resale or further distribution, and that upon each exercise thereof he
shall furnish to the Company a written statement to such effect, satisfactory to
the Company in form and substance. Optionee agrees that any certificates issued
upon exercise of this Option may bear a legend indicating that their
transferability is restricted in accordance with applicable state or federal
securities law. Any person or persons entitled to exercise this Option under the
provisions of Paragraph 7 hereof shall, upon each exercise of this Option under
circumstances in which Optionee would be required to furnish such a written
statement, also furnish to the Company a written statement to the same effect,
satisfactory to the Company in form and substance. Notwithstanding the
foregoing, Optionee shall be entitled to registration rights no less favorable
than, and subject to the terms and conditions of, registration rights granted to
any executive officer of the Company.
11. Notices. All notices to the Company shall be addressed to the Chief
Financial Officer at the principal executive office of the Company, and all
notices to Optionee shall be addressed to Optionee at the address of Optionee on
file with the Company, or to such other address as either may designate to the
other in writing. A notice shall be deemed to be duly given if and when enclosed
in a properly addressed sealed envelope and mailed (i) certified or registered
mail, postage prepaid, with the United States Postal Service or (ii) with an
overnight courier for next day delivery. In lieu of giving notice by mail as
aforesaid, written notices under this Agreement may be given by personal
delivery to Optionee or to the Chief Financial Officer (as the case may be).
<PAGE>
12. Definitions. (1) The term "Cause" shall mean (A) the Optionee
engaging in activity in competition with the Company; (B) the commission of a
felony by Optionee; and/or (C) the habitual abuse of alcohol or controlled
substances by Optionee.
(2) The term "Change of Control Event" shall mean any event
whereby:
(A) A person (other than a person who is an officer or a
Director of Company on the date hereof), including a "Group" as defined
in Section 13 (d) (3) of the Securities Exchange Act of 1934, becomes,
or obtains the right to become, the beneficial owner of Company
securities having 30% or more of the combined voting power of then
outstanding securities of the Company that may be cast for the election
of directors of the Company.
At any time, a majority of the Board nominated slate of
candidates for the Board is not elected;
The Company consummates a merger in which it is not the surviving
entity;
Substantially all the Company's assets are sold; or
Company's stockholders approve the dissolution or liquidation of
the Company.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the date and year first above written.
MED-EMERG INTERNATIONAL, INC.
By : /S/ KATHRYN GAMBLE
-----------------------
Name: Kathryn Gamble
Title: Chief Financial Officer
OPTIONEE
By: /S/ DR. RAMESH ZACHARIAS
----------------------------
Name: Dr. Ramesh Zacharias
Title: Chief Executive Officer
EXHIBIT 10.3
NEITHER THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SHARES ISSUABLE
UPON EXERCISE HEREOF HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE
"1933 ACT") OR THE SECURITIES LAWS OF ANY STATE. NEITHER THE SECURITIES
REPRESENTED HEREBY MAY BE SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED NOR
MAY THE SHARES BE ISSUED UPON EXERCISE UNLESS SUCH SECURITIES AND SHARES ARE
REGISTERED UNDER THE 1933 ACT AND APPLICABLE STATE SECURITIES LAWS OR THE
COMPANY RECEIVES AN OPINION OF COUNSEL ACCEPTABLE TO THE COMPANY THAT SUCH SALE,
TRANSFER, PLEDGE OR ISSUANCE IS EXEMPT FROM REGISTRATION.
MED-EMERG INTERNATIONAL, INC.
STOCK OPTION AGREEMENT
THIS STOCK OPTION AGREEMENT (the "Agreement"), is made as of August 1,
1999 by and between Med-Emerg International, Inc., an Ontario corporation, (the
"Company"), and Carl Pahapill ("Optionee").
R E C I T A L
Pursuant to the resolutions dated September 27, 1999, the Board of
Directors of the Company has ratified the grant to Optionee of a stock option to
purchase the number of shares of Common Stock of the Company specified in
Paragraph 1 hereof, at the price specified therein, such option to be for the
term and upon the terms and conditions hereinafter stated.
A G R E E M E N T
NOW, THEREFORE, in consideration of the promises and of the
undertakings of the parties hereto contained herein, it is hereby agreed:
1. Number of Shares; Option Price. Pursuant to said action of the Board
of Directors, the Company hereby grants to Optionee the option ("Option") to
purchase, upon and subject to the terms of the Agreement, 400,000 shares of
Common Stock of the Company ("Shares") at the price of $1.50 per share.
2. Term. This Option shall expire on July 31, 2004 (the "Expiration
Date") unless such Option shall have been terminated prior to that date in
accordance with the provisions of the Agreement.
<PAGE>
3. Shares Subject to Exercise. Shares subject to exercise shall vest as
follows:
(A) 50% of the Shares vest and become subject to exercise at the time
YFMC Healthcare Inc becomes a subsidiary of the Company; and
(B) 50% of the Shares vest and become subject to exercise upon the
completion of an equity financing(s) in the aggregate amount of
not less than US$10,000,000.
Notwithstanding the foregoing, none of the Shares will be exercisable until
after February 1, 2000. In the event that (i) the Optionee's employment is
terminated by the Company other than for Cause (as defined herein) ("Non-Cause
Termination") or (ii) the Company is subject to a Change of Control Event (as
defined herein) then the vesting of all Shares shall be accelerated and the
Option shall become exercisable with respect to 100% of the Shares and 100% of
the Shares shall vest on the date of such Non-Cause Termination or Change of
Control Event. Each vesting of Shares is an "Installment" and each date Shares
vest is an "Installment Date".
4. Method and Time of Exercise. The Option may be exercised by written
notice delivered to the Company at its principal executive office stating the
number of Shares with respect to which the Option is being exercised, together
with:
(A) a check or money order made payable to the Company in the amount
of the exercise price and any applicable federal, state and local
withholding tax, (as provided under Paragraph 6 hereof); or
(B) the tender to the Company of shares of the Company's Common Stock
owned by Optionee having a fair market value not less than the
exercise price, plus the amount of applicable federal, state and
local withholding taxes (as provided under Paragraph 6 hereof);
or
(C) (i) the surrender of shares of Common Stock then issuable upon
the exercise of the Option, provided the fair market value of
such shares of Common Stock is equal on the date to the exercise
price, or such portion thereof as Optionee elects to pay by
surrender of such stock, plus (ii) the amount of applicable
federal, state and local withholding taxes (as provided under
Paragraph 6 hereof).
The Option may not be exercised for fractional shares.
5. Exercise Period. This Option (to the extent then exercisable) may be
exercised in whole or in part at any time prior to or on the last Installment
Date; provided, however, that if such exercise of this Option would result in
liability for Optionee under Section 16(b) of the Securities Exchange Act of
1934, then such period shall automatically shall be extended until the tenth day
following the last date upon which Optionee has any liability under Section
16(b), but in no event shall the time to exercise the Option be extended further
than the Expiration Date.
6. Tax Withholding. As a condition to exercise of this Option, the
Company may require Optionee to pay over to the Company all applicable federal,
state and local taxes which the Company is required to
<PAGE>
withhold with respect to the exercise of this Option. At the discretion of the
Company and upon the request of Optionee, the minimum statutory withholding tax
requirements may be satisfied by the withholding of shares of Common Stock of
the Company otherwise issuable to Optionee upon the exercise of this Option.
7. Nontransferability. This Option may not be assigned or transferred
except by will, qualified domestic relations order or by the laws of descent and
distribution, and may be exercised only by Optionee during his lifetime and
after his death, by his personal representative or by the person entitled
thereto under his will or the laws of intestate succession.
8. Optionee Not a Shareholder. Optionee shall have no rights as a
shareholder with respect to the Common Stock of the Company covered by this
Option until the date of issuance of a stock certificate or stock certificates
to him upon exercise of this Option. No adjustment will be made for dividends or
other rights for which the record date is prior to the date such stock
certificate or certificates are issued.
9. No Right to Employment. Nothing in the Option granted hereby shall
interfere with or limit in any way the right of the Company to terminate
Optionee's employment or consulting at any time, nor confer upon Optionee any
right to continue in the employ of, or consult with, the Company.
10. Restrictions on Sale of Shares. Optionee represents and agrees
that, upon his exercise of this Option, in whole or in part, unless there is in
effect at that time under the Securities Act of 1933 a registration statement
relating to the Shares issued to him, he will acquire the Shares issuable upon
exercise of this Option for the purpose of investment and not with a view to
their resale or further distribution, and that upon each exercise thereof he
shall furnish to the Company a written statement to such effect, satisfactory to
the Company in form and substance. Optionee agrees that any certificates issued
upon exercise of this Option may bear a legend indicating that their
transferability is restricted in accordance with applicable state or federal
securities law. Any person or persons entitled to exercise this Option under the
provisions of Paragraph 7 hereof shall, upon each exercise of this Option under
circumstances in which Optionee would be required to furnish such a written
statement, also furnish to the Company a written statement to the same effect,
satisfactory to the Company in form and substance. Notwithstanding the
foregoing, Optionee shall be entitled to registration rights no less favorable
than, and subject to the terms and conditions of, registration rights granted to
any executive officer of the Company.
11. Notices. All notices to the Company shall be addressed to the Chief
Financial Officer at the principal executive office of the Company, and all
notices to Optionee shall be addressed to Optionee at the address of Optionee on
file with the Company, or to such other address as either may designate to the
other in writing. A notice shall be deemed to be duly given if and when enclosed
in a properly addressed sealed envelope and mailed (i) certified or registered
mail, postage prepaid, with the United States Postal Service or (ii) with an
overnight courier for next day delivery. In lieu of giving notice by mail as
aforesaid, written notices under this Agreement may be given by personal
delivery to Optionee or to the Chief Financial Officer (as the case may be).
12. Definitions. (1) The term "Cause" shall mean (A) the Optionee
engaging in activity in competition with the Company; (B) the commission of a
felony by Optionee; and/or (C) the habitual abuse of alcohol or controlled
substances by Optionee.
<PAGE>
(2) The term "Change of Control Event" shall mean any event
whereby:
(A) A person (other than a person who is an officer or a
Director of Company on the date hereof), including a "Group" as defined
in Section 13 (d) (3) of the Securities Exchange Act of 1934, becomes,
or obtains the right to become, the beneficial owner of Company
securities having 30% or more of the combined voting power of then
outstanding securities of the Company that may be cast for the election
of directors of the Company.
At any time, a majority of the Board nominated slate of
candidates for the Board is not elected;
The Company consummates a merger in which it is not the surviving
entity;
Substantially all the Company's assets are sold; or
Company's stockholders approve the dissolution or liquidation of
the Company.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the date and year first above written.
MED-EMERG INTERNATIONAL, INC.
By : /S/ KATHRYN GAMBLE
-----------------------
Name: Kathryn Gamble
Title: Chief Financial Officer
OPTIONEE
By: /S/ CARL PAHAPILL
---------------------
Name: Carl Pahapill
Title: President
EXHIBIT 23.1
We consent to the incorporation by reference in this Registration
Statement of Med-Emerg International Inc. on Form S-8 of our report dated
February 5, 1999 (except for note 15 for which the date is March 2, 1999)
appearing in the Annual Report on Form 10-K of Med-Emerg International Inc. for
the year ended December 31, 1998.
/S/ SCHWARTZ LEVITSKY FELDMAN
- -----------------------------
SCHWARTZ LEVITSKY FELDMAN
Toronto, Ontario
March 10, 2000
EXHIBIT 23.2
Incorporated into Exhibit 5.1.
