As filed with the U.S. Securities and Exchange Commission on February 9, 2000
Registration No. 33-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE
SECURITIES ACT OF 1933
IOMED, Inc.
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(Exact Name of Registrant as Specified in Its Charter)
Utah 87-0441272
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
3385 West 1820 South, Salt Lake City, Utah 84104
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(Address of Principal Executive Offices) (Zip Code)
1988 Stock Option Plan
1997 Share Incentive Plan
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(Full Title of the Plans)
Robert J. Lollini
Chief Financial Officer
3385 West 1820 South
Salt Lake City, Utah 84104
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(Name and Address of Agent For Service)
801.975.1191
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(Telephone Number, Including Area Code, of Agent For Service)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
================================== ===================== =================== ====================== ================
Proposed Proposed
Maximum Maximum Amount of
Title of Each Class Amount to be Offering Price Aggregate Registration
of Securities to be Registered Registered Per Share (1) Offering Price (1) Fee
- ---------------------------------- --------------------- ------------------- ---------------------- ----------------
<S> <C> <C> <C> <C>
Common Shares, no par value 1,598,148 shares(2) $ 4.1875 $ 6,692,244.75 $ 1,766.75
================================== ===================== =================== ====================== ================
</TABLE>
(1) Estimated solely for the purpose of calculating the registration fee in
accordance with Rule 457 under the Securities Act of 1933, and computed to Rule
457(h)(1) under the Securities Act of 1933, based on the average of the high and
low prices of the Common Shares on February 4, 2000, as reported on the American
Stock Exchange.
(2) Pursuant to Rule 416, there are also being registered additional Common
Shares as may be required to be issued in the event of an adjustment as a result
of an increase in the number of issued Common Shares resulting from a
subdivision of such shares, the payment of a stock dividend, or certain other
capital adjustments.
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. Plan Information.
The documents containing the information specified in Part I of Form
S-8 (plan information and registrant information) will be sent or delivered to
plan participants as specified by Rule 428(b)(1) promulgated under the
Securities Act of 1933, as amended, by the Securities and Exchange Commission.
Such documents need not be filed with the Securities and Exchange Commission
either as part of this Registration Statement or as prospectuses or prospectus
supplements pursuant to Rule 424. These documents and the documents incorporated
by reference in this Registration Statement pursuant to Item 3 of Part II
hereof, taken together, constitute a prospectus that meets the requirements of
Section 10(a) of the Securities Act of 1933.
Item 2. Registrant Information and Employee Plan Annual Information.
In accordance with Rule 428 under the Securities Act of 1933, the
information required by this item has been omitted from this Registration
Statement.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed with the Securities and Exchange
Commission are incorporated herein by reference and 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:
(a) Our most recent Annual Report filed pursuant to Section 13(a) or
15(d) of the Securities Exchange Act of 1934, as amended ("Exchange Act");
(b) All other reports we filed pursuant to Section 13(a) or 15(d) of
the Exchange Act since the end of the fiscal year covered by our most recent
Annual Report;
(c) Description of our Common Shares contained in the registration
statement filed under the Securities Act of 1933, including any amendment or
report filed for the purpose of updating such information; and
(d) All documents subsequently filed by the registrant pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of
a post-effective amendment, which indicates that all securities offered have
been sold or which deregistered all securities then remaining unsold.
Any statement contained herein or in a document, all or a portion of which is
incorporated or deemed to be incorporated by reference herein, shall be deemed
to be modified or superseded for purposes of this Registration Statement to the
extent that a statement contained herein or in any other subsequently filed
document which also is or is deemed to be incorporated by reference herein
modifies or supersedes such statement. Any such statement so modified or
superseded shall not be deemed, except as so modified or amended, to constitute
a part of this Registration Statement.
Item 4. Description of Securities.
Our Common Shares have been registered under Section 12 of the Exchange
Act.
Item 5. Interest of Named Experts and Counsel.
None.
Item 6. Indemnification of Directors and Officers.
Section 16-10a-841 of the Utah Revised Business Corporation Act (Utah
Code ss. 16-10a-901 et seq.) (the "Utah Corporations Law") allows a Utah
corporation to provide in its articles of incorporation or by shareholder
resolution or in its bylaws for the elimination or limitation of personal
liability of a director to the corporation or to its shareholders for monetary
damages for any action or omission, as a director, except (i) liability for and
financial benefit received by a director to which he was not entitled, (ii)
intentional infliction of harm on the corporation or the shareholders, (iii) an
unlawful distribution to shareholders in violation of Utah Corporations Law, and
(iv) intentional violation of criminal law.
Part 9 of the Utah Corporations Law provides for discretionary and
mandatory indemnification of directors in certain circumstances. Section
16-10a-902 empowers a corporation to indemnify a director, against liability if
his conduct was in good faith, he reasonably believed that his conduct was not
opposed to the corporation's best interest and in the case of any criminal
proceeding, he had no reasonable cause to believe his conduct was unlawful. A
corporation may not indemnify a director under Section 16-10a-902 if the
director was adjudged liable to the corporation for deriving an improper
personal benefit. A director may apply to a court of competent jurisdiction to
compel mandatory indemnification by the corporation and the court may also order
the corporation to pay the director's reasonable expenses incurred to obtain the
court ordered indemnification. All indemnification is limited to reasonable
expenses only.
Section 16-10a-903 of the Utah Corporations Law requires that, unless
limited by the articles of incorporation, a corporation must indemnify a
director who was successful in the defense of any proceeding, claim, issue or
matter in a proceeding, to which he was a party because he is or was a director.
Such indemnification is limited to reasonable expenses incurred and limited to
the extent of his success in the proceeding or claim.
Under Section 16-10a-904 of the Utah Corporations Law a corporation may
pay for or reimburse the reasonable expenses incurred by a director in advance
of final disposition of the proceeding if the director furnishes the corporation
a written affirmation of his good faith belief that he has met the applicable
standard of conduct, provides a written undertaking personally binding him to
pay the advance if it is ultimately determined that he did not meet the standard
of conduct, and a determination is made that the facts then known to those
making a determination would not preclude indemnification. The director's
undertaking need not be secured and may be accepted without reference to
financial ability to make repayment.
Section 16-10a-906 of the Utah Corporations Law prohibits a corporation
from making any discretionary indemnification, payment or reimbursement of
expenses in advance of a determination of a director's liability unless a
determination has been made that the director has met the applicable standard of
conduct. Such determination must be made as follows: (1) by a majority vote of a
quorum of the board of directors who are not parties to the proceeding; (2) if a
quorum cannot be obtained as contemplated by (1), above, by a majority vote of a
committee of two or more members of the board of directors who are not parties
to the proceeding and are designated by the board of directors; (3) by special
legal counsel selected by a quorum of the board of directors or its committee
composed of persons determined in the manner prescribed in (1) or (2), above, or
if a disinterested quorum of the board of directors or committee is not
possible, then selected by a majority vote of the full board of directors, or
(4) by a majority of the shareholders entitled to vote by person or proxy at a
meeting.
Section 16-10a-907 of the Utah Corporations Law entitles an officer of
the corporation to both the mandatory and discretionary indemnification and
discretionary payment or reimbursement of reasonable expenses on the same basis
allowed for directors under the Utah Corporations Law, unless prohibited by a
corporation's articles of incorporation.
Our Articles of Incorporation limit the personal liability of directors
and officers for monetary damages to the maximum extent permitted by the Utah
Corporations Law. Our Articles of Incorporation also provide that we will
indemnify our directors and officers against any damages arising from their
actions as agents of ours, and that we may similarly indemnify our other
employees and agents. We are also empowered under our Articles of Incorporation
to enter into indemnification agreements with our directors and officers.
Our Bylaws provide that, to the full extent permitted by the our
Articles of Incorporation and the Utah Corporation Law, we will indemnify (and
advance expenses to) our officers, directors and employees in connection with
any action, suit or proceeding (civil or criminal) to which those persons are
made party by reason of their being a director, officer or employee). Any such
indemnification will be in addition to the advancement of expenses.
The terms of our Stock Option Plan and Share Incentive Plan provide
that, to the fullest extent permitted by our Articles of Incorporation and
Bylaws and by the Utah Corporation Law, no member of the committee which
administers the plan will be liable for any action or omission taken with
respect to the plan or any options issued thereunder. The Plans also provide
that no member of our Board of Directors will be liable for any action or
determination made in good faith with respect to the Plans or any option granted
thereunder. There is no pending litigation or proceeding involving any of our
directors, officers, employees or other agents as to which indemnification is
being sought, nor are we aware of any pending or threatened litigation that may
result in claims for indemnification by any director, officer, employee or other
agent.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
The Exhibit Index immediately preceding the exhibits is incorporated
herein by reference.
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 events arising
after the effective date of the registration statement (or
the most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental
change in the information set forth in the registration
statement;
(iii)To include any material information with respect to the
plan of distribution not previously disclosed in the
registration statement or any material change to such
information in the registration statement;
provided, however, that paragraphs (1)(i) and (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) 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.
The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934 (and, where applicable, each filing of any employee benefit
plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of
1934) that is incorporated by reference in the registration statement shall be
deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to the
initial bona fide offering thereof.
Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Securities Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer or controlling person of the registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.
<PAGE>
SIGNATURES
The Registrant. Pursuant to the requirements of the Securities Act of
1933, the registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-8 and has duly caused this
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Salt Lake, State of Utah, on February 9, 2000.
IOMED, Inc.
By: /s/ James R. Weersin
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James R. Weersing
President and Chief Executive Officer
By: /s/ Robert J. Lollini
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Robert J. Lollini
Vice President, Finance and Chief
Financial Officer
POWE6R OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Robert J. Lollini and Timothy Miller, and
each of them, his attorneys-in-fact and agents, each with full power of
substitution and resubstitution, for him in any and all capacities, to sign any
and all amendments (including post-effective amendments) to this Registration
Statement, and to file the same, with exhibits thereto and other documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorneys-in-fact and agents, and each of them, full power and authority to
do and perform each and every act and thing requisite and necessary to be done
in connection therewith, as fully as to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that each of said
attorneys-in-fact and agents, or any of them, or their or his substitute or
substitutes, may do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this registration statement has been signed below by the following persons in
the capacities and on the dates indicated.
Signature Title Date
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/s/ James R. Weersing President and Chief Executive February 9, 2000
- --------------------- Officer
James R. Weersing (Principal Executive Officer)
/s/ Robert J. Lollini Vice President and Chief Financial February 9, 2000
- ---------------------- Officer
Robert J. Lollini (Principal Financial Officer)
/s/ John W. Fara Director February 9, 2000
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John W. Fara, Ph.D.
/s/ Peter J. Wardle Director, Chairman February 9, 2000
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Peter J. Wardle
/s/ Steven P. Sidwell Director February 9, 2000
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Steven P. Sidwell
/s/ Warren Wood Director February 9, 2000
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Warren Wood
/s/ Michael T. Sember Director February 9, 2000
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Michael T. Sember
<PAGE>
EXHIBIT INDEX
Exhibit Number Description
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4.1 1988 Stock Option Plan
4.2 1997 Share Incentive Plan
4.3 1988 Plan Form of Employee Qualified Grant
4.4 1988 Plan Form of Employee Non-Qualified Grant
4.5 1997 Plan Form of Grant
5.1 Opinion of Parsons Behle & Latimer
15.1 Inapplicable
23.1 See Exhibit 5.1
23.2 Consent of Ernst & Young LLP
24.1 Power of Attorney (see signature page)
99.1 Inapplicable
Exhibit 4.1
1988 STOCK OPTION PLAN
IOMED INC.
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1. Purpose. This 1988 Stock Option Plan (the "Plan") is intended as an incentive
to employees (whether or not officers) of IOMED, INC., a Utah corporation (the
"Corporation"), or its subsidiaries, and to others who perform substantial
services for the Corporation, by engaging them to acquire or increase their
proprietary interest in the Corporation through ownership of the Corporation's
common shares. The purposes of the Plan are to enable the Corporation to retain
valuable employees, to attract new employees, to obtain the services of experts
and consultants, to encourage the sense of proprietorship of such persons in the
Corporation, and to stimulate the active interest of such persons in the
development and financial success of the Corporation.
2. Status of Options. Options granted under the Plan shall constitute either
incentive stock options ("Incentive Stock Options") within the meaning of
Section 422A of the Internal Revenue Code, as amended (the "Code"), or options
which are not incentive stock options ("Non-Incentive Stock Options"). The
Incentive Stock Options and the Non-Incentive Stock Options which may be granted
under the Plan are referred to herein collectively as "Options."
3. Administration. The Plan shall be administered by a committee (the
"Committee") appointed by the Board of Directors of the Corporation. The
Committee shall consist of at least three (3) members of the Board of Directors
and may include the entire Board of Directors; provided, that no member of the
Committee shall be eligible to receive Options under the Plan while serving as a
member of the Committee. The Board of Directors may from time to time, remove
members from, or add members to, the Committee. Vacancies on the Committee,
howsoever caused, shall be filled by the Board of Directors from the Board of
Directors. The Committee shall select one of its members as Chairman, and shall
hold meetings at such times and places as it shall select. Acts approved by a
majority of the Committee at meetings at which a quorum is present, or acts
reduced to and approved in writing by all of the members of the Committee, shall
be the valid acts of the Committee. The Committee shall have full and complete
power and authority, without further approval by the Board of Directors, to
designate those persons who shall receive Options pursuant to the Plan; to grant
Options pursuant to the Plan; to determine whether Options granted pursuant to
the Plan; to determine whether Options granted pursuant to the Plan shall be
Incentive Stock Options or Non-Incentive Stock Options; to establish the dates
upon which Options granted pursuant to the Plan shall be exercisable, the option
purchase price of the Corporation's common shares which are subject to Options
granted under the Plan, and all other terms and conditions concerning the
Options or their exercise; to interpret the provisions and supervise the
administration of the Plan; and to otherwise further the purposes of the Plan.
The interpretation and construction by the Committee of any provision of the
Plan, or of any Option granted under it, shall be final, conclusive and binding
upon the Corporation and all persons who are granted Options under the Plan. No
member of the Board of Directors or the Committee shall be liable for any action
or determination made in good faith with respect to the Plan, or any Option
granted under it.
4. Eligibility.
a. The persons who shall be eligible to receive Incentive Stock Options
under the Plan shall be such full or part time employees (including officers,
whether or not they are directors) of the Corporation, or of its subsidiaries,
as the Committee shall select from time to time. Except as otherwise
specifically provided herein, no employee shall be eligible to receive Incentive
Stock Options under the Plan if, at the date such Options are granted, such
employee owns stock possessing more than ten percent (10%) of the total combined
voting power of all classes of stock of the Corporation, or of any parent or
subsidiary corporation, including stock attributable to the employee pursuant to
Section 425(d) of the Code; provided, however, that any employee who would have
been otherwise eligible to receive Incentive Stock Options under the Plan, but
for the fact that such employee owns stock possessing more than ten percent
(10%) of the total combined voting power of all classes of stock, as provided
above, shall be eligible to receive Incentive Stock Options under the Plan if,
at the time such Incentive Stock Options are granted, the option purchase price
for the Corporation's common shares subject to such Option is at least 110% of
the fair market value such common shares, and if the Incentive Stock Option
granted to such employee is not exercisable after the expiration of five (5)
years from the date such Option is granted.
b. The persons who shall be eligible to receive Non-Incentive Stock Options
under the Plan shall be such persons (whether or not employees of the
Corporation) who perform substantial services for or on behalf of the
Corporation or any of its subsidiaries, affiliates or any entity in which the
Corporation has an interest, all as the Committee shall select from time to
time.
5. Common Shares Subject to the Plan. The shares which shall be subject to
Options granted pursuant to the Plan shall be the Corporation's authorized but
unissued or reacquired common shares, par value $0.001 per share. The aggregate
number of common shares which may be issued pursuant to Options granted under
the Plan shall not exceed One Million (1,000,000) shares (the "Shares"). The
limitations established by each of the preceding sentences shall be subject to
adjustment as provided in paragraph 8 hereof. In the event that any outstanding
Option under the Plan for any reason expires or is terminated, the Shares
allocable to the unexercised portion of such Option may again be made the
subject of an Option under the Plan.
6. Terms and Conditions of Incentive Stock Options. Incentive Stock Options
granted pursuant to the Plan shall be authorized by the Committee and shall be
evidenced by agreements which shall be in such form and which shall contain such
provisions consistent with the Plan as the Committee shall deem necessary and
appropriate. Each Incentive Stock Option granted pursuant to the Plan shall
comply with and be subject to the following terms and conditions:
a. Employment Arrangement. The granting of an Incentive Stock Option to any
employee shall not impose upon the Corporation any obligation to retain the
employee in its employ for any period.
b. Number of Shares. Each Incentive Stock Option shall state the number of
Shares to which it pertains.
c. Option Price. Each Incentive Stock Option shall state the option
purchase price of the Shares subject to such Options, which shall not be less
than 100% of the fair market value of the Shares on the date of the granting of
the Incentive Stock Option. The fair market value of the Shares shall be
determined by the Committee in good faith, by reference to market quotations,
appraisals by disinterested parties, or such other means as the Committee shall
deem appropriate. The option purchase price of Shares subject to Incentive Stock
Options granted to any employee who owns stock possessing more than ten percent
(10%) of the total combined voting power of all classes of stock of the
Corporation, shall be determined in accordance with paragraph 4(a) hereof.
d. Medium and Time of Payment. The option purchase price of Incentive Stock
Options shall be payable upon the exercise of the Option and may be paid by cash
or check, or by the delivery to the Corporation of such other form of
consideration, including but not limited to common shares of the Corporation or
options to purchase common shares of the Corporation, provided that no type of
consideration which would disqualify the Option as an Incentive Stock Option
under Section 422A of the Code shall be approved by the Committee. The Incentive
Stock Option shall be exercised by written notice to the Corporation, in the
form attached hereto as Exhibit "A" (or in such other form as the Committee
shall, in its sole discretion, deem acceptable) at its principal office. Such
notice shall state the optionee's election to exercise the Option, shall state
the exact number of Shares as to which exercise is being made and shall be
accompanied by payment of the full purchase price of such Shares. The Incentive
Stock Option shall be deemed exercised upon the date of the Corporation actually
receives the notice and payment required by this paragraph 6(d). The Corporation
shall deliver to the person exercising the Incentive Stock Option a certificate
or certificates representing the Shares covered by such Option as soon as
practical after the required notice and payment have been received by the
Corporation.
e. Terms and Exercise. Each Incentive Stock Option granted pursuant to the
Plan may be exercised only as provided in the agreement executed by the
Corporation and the employee, which shall contain such provisions as to a
vesting schedule and other terms or conditions for exercise of the Incentive
Stock Options as the Committee may, in its sole discretion, determine and
approve. Unless otherwise provided in the Plan or the agreement between the
employee and the Corporation, any portion of the Incentive Stock Option not in
fact exercised in the year in which it vests shall not lapse and may be
exercised at any time during the remaining term of the Incentive Stock Option.
Notwithstanding anything in the plan to the contrary, each Incentive Stock
Option granted under the Plan shall terminate and may not be exercised to any
extent after the expiration of ten (10) years from the date such Option is
granted. No Incentive Stock Option or installment thereof shall be exercisable
except as to whole shares, and fractional share interests shall be disregarded.
During the lifetime of the employee, Incentive Stock Option shall be exercisable
only by the employee. No Incentive Stock Option shall be assignable or
transferable by the employee, other than by will or the laws of descent and
distribution, as provided in paragraph 6(g) hereof.
f. Termination of Employment Except Disability or Death. If the employee
shall cease to be employed by the Corporation, or by one of its subsidiaries,
for any reason except disability or death, Incentive Stock Options granted to
such employee, to the extent vested upon the date such employee's employment
terminates and to the extent not theretofore exercised, shall be exercisable at
any time within three (3) months after such cessation of employment. The
transfer of the employee from the employ of the Corporation to a subsidiary, or
vice versa, or from one subsidiary to another, shall not be deemed a cessation
of employment; provided, however, that Incentive Stock Options shall not be
exercisable, under any condition, after the expiration of ten (10) years from
the date they are granted. Whether authorized leave of absence or absence for
military or governmental service shall constitute termination of employment, for
the purposes of the Plan, shall be determined by the Committee, which
determination shall be final and conclusive.
g. Death or Disability of Employee or Transfer of Incentive Stock Options.
If the employee shall die or become disabled (within the meaning of Section
422A(c)(7) of the Code) while in the employ of the Corporation, or a subsidiary,
and shall not have theretofore fully exercised Incentive Stock Options granted
under the Plan, such Incentive Stock Options may be exercised, to the extent
that the employee's right to the exercise such Incentive Stock Option had
accrued and become vested upon the date of his death or disability, at any time
within twelve (12) months after the employee's death or disability, by the
employee or his legal representative, in the case of disability, or by the
personal representatives, executors or administrators of the employee's estate,
in the case of death, or by any person or persons who shall have acquired the
Incentive Stock Option directly from the employee by bequest or inheritance,
provided, that under no circumstances may an Incentive Stock Option granted
under the Plan be exercisable after the expiration of ten (10) years from the
date upon which such Option was granted.
h. Value of Shares Issued. Notwithstanding anything to the contrary
provided herein, the aggregate fair market value, as determined at the time an
Incentive Stock Option is granted, of the Shares with respect to which Incentive
Stock Options granted under this Plan are exercisable for the first time by the
optionee during any calendar year (under all incentive stock option plans of the
Corporation and its parent and subsidiary corporations) shall not exceed
$100,000.
7. Terms and Conditions of Non-Incentive Stock Options. Non-incentive Stock
Options granted pursuant to the Plan shall be authorized by the Committee and
shall be evidenced by agreements which shall be in such form and which shall
contain such provisions consistent with the Plan as the Committee shall deem
necessary and appropriate. Each Non-Incentive Stock Option granted pursuant to
the Plan shall comply with and be subject to the following terms and conditions:
a. Number of Shares. Each Non-Incentive Stock Option shall state the number
of shares to which it
pertains.
b. Option Price. Each Non-Incentive Stock Options shall state the option
purchase price for the shares covered by such Option, which shall not be less
than the par value of the shares.
c. Medium and Time of Payment. The option purchase price of Non-Incentive
Stock Options shall be paid by the delivery to the Corporation of such
consideration as the Committee shall determine. The Non-Incentive Stock Options
shall be exercised by written notice to the Corporation, in the form attached
hereto as Exhibit "B" (or in such other form as the Committee shall, in its sole
discretion, deem acceptable) at its principal office. Such notice shall state
the optionee's election to exercise the Non-Incentive Stock Option, shall state
the exact number of Shares as to which exercise is being made and shall be
accompanied by payment of the full option purchase price of such shares. The
Non-Incentive Stock Option shall be deemed exercised upon the date the
Corporation actually receives the notice and payment required by this paragraph
7(c). The Corporation shall deliver to the person exercising the Non-Incentive
Stock Option a certificate or certificates representing the shares covered by
such option as soon as practical after the required notice and payment have been
received by the Corporation.
d. Expiration of Non-Incentive Stock Options. No Non-Incentive Stock Option
granted pursuant to the Plan shall be exercisable by the optionee, in whole or
in part, at any time after the expiration of ten (10) years from the date such
option is granted.
e. Time and Exercise. Each Non-Incentive Stock Option granted pursuant to
the Plan may be exercised only as provided in the agreement executed by the
Corporation and the optionee, which shall contain such provisions as to a
vesting schedule and other terms or conditions for exercise of the Non-Incentive
Stock Option as the Committee may, in its sole discretion, determine and
approve. Unless otherwise provided in the Plan or in the agreement between the
optionee and the Corporation, any portion of a Non-Incentive Stock Option not in
fact exercised in the year in which it vests shall not lapse and may be
exercised at any time during the remaining term of such Non-Incentive Stock
Option. No Incentive Stock Option or installment thereof shall be exercisable
except as to whole shares, and factional share interests shall be disregarded.
8. Recapitalization of the Corporation. Subject to any required action by the
shareholders of the Corporation, the number of Shares covered by an Option, and
the option purchase price of Shares subject to Options, shall be proportionately
adjusted for any increase or decrease in the number of issued and outstanding
common shares of the Corporation resulting from a subdivision or consolidation
of such shares or the payment of a share dividend or any other increase or
decrease in the number of such shares effected without receipt of consideration
by the Corporation.
If the Corporation shall be the surviving corporation in any merger or
consolidation, each outstanding Option shall pertain and apply to the number of
securities to which the owner of the number of Shares subject to an Option would
have been entitled had the optionee been the owner of such Shares on the date of
the merger or consolidation. In the event of a dissolution or liquidation of the
Corporation, or the sale of all or substantially all of the assets of the
Corporation, or a merger or consolidation in which the Corporation is not the
surviving corporation (collectively "Terminating Events"), the optionee shall
have the right, for a period of thirty (30) days after the date upon which the
Corporation shall, at its sole election, send to the optionee (by certified
United States mail, with postage prepaid and return receipt requested) written
notice of such Terminating Event, to exercise his Option in whole or in part
without regard to any vesting schedule otherwise applicable to the Option. If
the optionee shall fail to exercise his Option within such thirty (30) day
period, the Option (or any unexercised portion thereof) shall terminate and
shall be of no further force or effect. If the Corporation elects not to give
the optionees written notice of the Terminating Event, then each outstanding
Option shall pertain and apply to the number of securities or other property to
which the owner of the number of Shares subject to an Option would have been
entitled had the optionee been the owner of such Shares on the date of the
Terminating Event.
In the event of a change in the Shares as presently constituted, the
securities resulting from any such change shall be deemed to be Shares within
the meaning of the Plan.
To the extent that the foregoing adjustments relate to stock or securities
of the Corporation, such adjustments shall be made by the Committee, whose
determination in that respect shall be final, binding and conclusive.
Except as hereinbefore expressly provided in this paragraph 8, the optionee
shall have no rights by reason of any subdivision or consolidation of shares of
stock of any class or the payment of any stock dividend or any other increase or
decrease in the number of shares of stock of any class or by reason of any
dissolution, liquidation, merger, consolidation or spin-off of assets or stock
of another corporation, and any issue by the Corporation of shares of stock of
any class, or securities convertible into shares of stock of any class, shall
not affect, and no adjustment by reason thereof shall be made with respect to,
the number or price of the Shares subject to the Option.
The grant of an Option pursuant to the Plan shall not affect in any way the
right or power of the Corporation to make adjustments, reclassifications,
reorganizations or changes of its capital or business structure or to merge,
consolidate, dissolve, liquidate, sell or transfer all or any part of its
business or assets.
9. Rights as a Shareholder. An optionee or an authorized transferee of an Option
shall have no rights as a shareholder of the Corporation with respect to any
Shares covered by an Option until the date of the issuance of a certificate
representing such Shares. No adjustment shall be made for dividends (ordinary or
extraordinary, whether in cash, securities or other property) or distributions
or other rights for which the record date is prior to the date such certificate
is issued, except as provided in paragraph 8 hereof.
10. Modification, Extension and Renewal of Options. The Committee may modify,
extend or renew outstanding Options granted under the Plan, or accept the
surrender of outstanding Options (to the extent not theretofore exercised);
provided, however, that in regard to Incentive Stock Options such actions shall
be taken subject to the terms and conditions and strictly in accordance with the
statutorily imposed limitations of Section 422A of the Code. Notwithstanding the
foregoing, however, without the consent of the optionee, no modification of an
Option shall materially alter or impair any rights or obligations under any
Option theretofore granted under the Plan.
11. Restrictive Legends. Each certificate representing Shares issued pursuant to
the exercise of an Option may have impressed thereupon such restrictive legends
as the Committee shall deem appropriate.
12. Right of First Refusal. Until the date which shall occur 120 days after the
effective date of the first registration statement relating to the common shares
of the Corporation which is filed by the Corporation on a form of general
applicability with the Securities and Exchange commission pursuant to the
Securities Act of 1933, as amended, no optionee who acquires Shares pursuant to
the exercise of an Option granted under the Plan shall sell, transfer, pledge,
encumber or otherwise hypothecate (collectively a "Sale") any of such Shares
except in accordance with the provisions of this paragraph 12.
a. Any optionee who desires to engage in Sale of any Shares acquired
pursuant to the exercise of an Option granted under the Plan shall give the
Corporation written notice of the proposed Sale, which written notice shall set
forth, in detail, all of the terms and conditions of the proposed Sale.
b. For a period of 30 days from and after the date upon which the
Corporation actually receives the written notice required by paragraph 12(i)
hereof, the Corporation, or its designee(s), shall have the right to purchase
all (but not less than all) of the Shares described in such written notice for a
purchase price which shall be equal to either the cash purchase price specified
in such notice or, in the event that the proposed Sale provides for noncash
consideration, an amount of cash which shall be equal to the fair market value
(as determined in good faith by the Committee) of such noncash consideration.
c. If the Corporation, or its designee(s) shall fail to exercise its
rights to purchase the Shares described in the written notice within such 30 day
period, the optionee shall be free to engage in and carry out the Sale, but only
upon the exact terms and conditions specified in the written notice.
13. Loans. The Corporation shall have the right, but not the obligation, to loan
to any optionee an amount equal to all or a portion of the option purchase price
for Shares subject to Options granted under the Plan in order to enable the
optionee to exercise all or a portion of an Option. All loans made to optionees
pursuant to this paragraph 13 shall be made upon such terms and conditions as
the Committee shall recommend, shall provide for adequate security for the
repayment of such loan and shall be made only upon the specific approval of the
Board of Directors of the Corporation. The Corporation shall not make loans to
any officer, director or control person of the Corporation who is an optionee
unless each such loan is approved by the shareholders of the Corporation.
14. Other Provisions. Options granted under the Plan shall contain such other
provisions, including, without limitation, restrictions upon the exercise of the
Option, as the Committee shall deem advisable.
15. Term of Plan. Options may be granted pursuant to the Plan from time to time
within a period of ten (10) years from the date this Plan is adopted by the
Board of Directors, or the date upon which this Plan is approved by the
shareholders of the Corporation, whichever shall first occur.
16. Indemnification of Committee. The members of the Committee shall be
indemnified by the Corporation, to the full extent permitted by the Articles of
Incorporation and Bylaws of the Corporation and the laws of the State of Utah,
against the reasonable expense, including attorneys' fees, actually or
necessarily incurred by them in connection with the defense or settlement of any
action, suit or proceeding, or in connection with any appeal therein, to which
they or any of them may be made a party by reason of any action taken or failure
to act under or in connection with the Plan or any Option granted thereunder.
17. Amendment of the Plan. The Board of Directors may, from time to time,
insofar as permitted by law suspend or discontinue the Plan or revise or amend
it in any respect whatsoever with respect to any Shares not at the time subject
to Options at the time of such action; provided, however, that, without approval
of the shareholders of the Corporation, no such revision or amendment shall
change the number of Shares subject to the Plan, change the designation of the
class of person eligible to receive Options, decrease the price at which Options
may be granted, or remove the administration of the Plan from the Committee.
18. Application of Funds. The proceeds received by the Corporation from the sale
of Shares pursuant to Options will be used for general corporate purposes.
19. No Obligation to Exercise Option. The granting of an Option shall impose no
obligation upon the optionee to exercise such Option.
20. Approval of Shareholders. The Plan shall be approved by the holders of a
majority of the outstanding shares of each class of stock of the Corporation,
which approval must occur within the period beginning twelve months before the
ending twelve months after the date the Plan is adopted by the Board of
Directors.
21. Severability. It is the intent of the Board of Directors that Incentive
Stock Options granted pursuant to the terms of this Plan shall qualify for
treatment under Section 422A of the Code as incentive stock options. To that
end, should any provision of this Plan be determined to invalidate such
incentive stock option treatment, such provisions shall not be a part of this
Plan, and shall be severable from and shall not affect the remaining provisions
of this Plan.
CERTIFICATE OF CORPORATE SECRETARY
I hereby certify that the foregoing 1988 Stock Option Plan was approved and
adopted by the Board of Directors of Iomed, Inc., on April 15, 1988.
--------------------------------------
Secretary
Exhibit 4.2
1997 SHARE INCENTIVE PLAN
IOMED, Inc., a Utah corporation, (the "Company") adopts this Share
Incentive Plan (the "Plan"), effective November 7, 1997.
1. Purpose. The purpose of this Plan is to enable the Company to attract and
retain the services of and provide performance incentives to (1) selected
employees, officers and directors of the Company or of any subsidiary of the
Company ("Employees") and (2) selected non-employee agents, consultants,
advisors and independent contractors of the Company or any subsidiary.
2. Shares Subject to the Plan. Subject to adjustment as provided below and in
paragraph 13, the shares to be offered under the Plan shall consist of the
common shares of the Company ("Common Shares"), and the total number of Common
Shares that may be issued under the Plan shall not exceed 1,312,500 shares, all
of which may be issued pursuant to the exercise of options granted pursuant to
the Plan. The shares issued under the Plan may be authorized and unissued shares
or reacquired shares or shares acquired in the market. If any award granted
under the Plan expires, terminates or is canceled, the unissued shares subject
to such award shall again be available under the Plan and if shares which are
awarded under the Plan are forfeited to the Company or repurchased by the
Company, that number of shares shall again be available under the Plan.
3. Effective Date and Duration of Plan.
(a) Effective Date. The Plan (as amended and restated) shall become
effective on the date adopted by the Board of Directors. Awards may be
granted and shares may be awarded or sold under the Plan at any time after
the effective date and before termination of the Plan.
(b) Duration. The Plan shall continue in effect for a period of 10 years
from the date adopted by the Board of Directors, subject to earlier
termination by the Board of Directors. The Board of Directors may suspend
or terminate the Plan at any time, except with respect to awards then
outstanding under the Plan. Termination shall not affect the terms of any
outstanding awards.
4. Administration.
(a) Board of Directors. The Plan shall be administered by the Board of
Directors of the Company, which shall determine and designate from time to
time the individuals to whom awards shall be made, the amount of the awards
and the other terms and conditions of the awards. Subject to the provisions
of the Plan, the Board of Directors may from time to time adopt and amend
rules and regulations relating to the administration of the Plan, advance
the lapse of any waiting period, accelerate any exercise date, waive or
modify any restriction applicable to shares (except those restrictions
imposed by law) and make all other determinations in the judgment of the
Board of Directors necessary or desirable for the administration of the
Plan. The interpretation and construction of the provisions of the Plan and
related agreements by the Board of Directors shall be final and conclusive.
The Board of Directors may correct any defect or supply any omission or
reconcile any inconsistency in the Plan or in any related agreement in the
manner and to the extent it shall deem expedient to carry the Plan into
effect, and it shall be the sole and final judge of such expediency.
(b) Committee. The Board of Directors may delegate to a committee of the
Board of Directors (the "Committee") any or all authority for
administration of the Plan. If authority is delegated to a Committee, all
references to the Board of Directors in the Plan shall mean and relate to
the Committee except (i) as otherwise provided by the Board of Directors
and (ii) that only the Board of Directors may amend or terminate the Plan
as provided in paragraphs 3 and 14.
(c) Officer. The Board of Directors or the Committee, as applicable, may
delegate to an executive officer of the Company authority to administer
those aspects of the Plan that do not involve the designation of
individuals to receive awards or decisions concerning the timing, amounts
or other terms of awards. No officer to whom administrative authority has
been delegated pursuant to this provision may waive or modify any
restriction applicable to an award to such officer under the Plan.
5. Types of Awards; Eligibility. The Board of Directors may, from time to time,
take the following actions, separately or in combination, under the Plan: (i)
grant Incentive Stock Options, as defined in section 422 of the Internal Revenue
Code of 1986, as amended (the "Code"), as provided in paragraph 6; (ii) grant
options other than Incentive Stock Options ("Non-Statutory Stock Options") as
provided in paragraph 6; (iii) award stock as provided in paragraph 7; (iv) sell
shares subject to restrictions as provided in paragraph 8; (v) grant stock
appreciation rights as provided in paragraph 9; (vi) grant cash bonus rights a
provided in paragraph 10; (vii) grant Performance-based Rights as provided in
paragraph 11 and (viii) grant foreign qualified awards as provided in paragraph
12. Any such awards may be made to Employees, including Employees who are
officers or directors, and to other individuals described in paragraph 1 whom
the Board of Directors believes have made or will make an important contribution
to the Company or any subsidiary of the Company; provided, however, that only
employees shall be eligible to receive Incentive Stock Options under the Plan.
The Board of Directors shall select the individuals to whom awards shall be made
and shall specify the action taken with respect to each individual to whom an
award is made. Unless otherwise determined by the Board of Directors with
respect to an award, each option, stock appreciation right, cash bonus right or
performance-based right granted pursuant to the Plan by its terms shall be
nonassignable and nontransferable by the recipient, either voluntarily or by
operation of law, except by will or by the laws of descent and distribution of
the state or country of the recipient's domicile at the time of death. No
fractional shares shall be issued in connection with any award. In lieu of any
fractional shares, cash may be paid in an amount equal to the value of the
fraction or, if the Board of Directors shall determine, the number of shares may
be rounded downward to the next whole share.
6. Option Grants. With respect to each option grant, the Board of Directors
shall determine the number of shares subject to the option, the option price,
the period of the option, the time or times at which the option may be exercised
and whether the option is an Incentive Stock Option or a Non-Statutory Stock
Option and any other terms of the grant, all of which shall be set forth in an
option agreement between the Company and the optionee. In the case of Incentive
Stock Options, all terms shall be consistent with the requirements of the Code
and applicable regulations. Upon the exercise of an option, the number of shares
reserved for issuance under the Plan shall be reduced by the number of shares
issued upon exercise of the option less the number of shares surrendered or
withheld in connection with the exercise of the option and the number of shares
surrounded or withheld to satisfy withholding obligations in accordance with
paragraph 17.
7. Stock Awards. The Board of Directors may award shares under the Plan as stock
bonuses or otherwise. Shares awarded pursuant to this paragraph shall be subject
to the terms, conditions, and restrictions determined by the Board of Directors.
The Board of Directors may require the recipient to sign an agreement as a
condition of the award, but may not require the recipient to pay any monetary
consideration other than amounts necessary to satisfy tax withholding
requirements. The agreement may contain any terms, conditions, restrictions,
representations and warranties required by the Board of Directors. The
certificates representing the shares awarded shall bear any legends required by
the Board of Directors. Upon the issuance of a stock award, the number of shares
available for issuance under the Plan shall be reduced by the number of shares
issued less the number of any shares surrendered to satisfy withholding
obligations in accordance with paragraph 17.
8. Purchased Shares. The Board of Directors may issue shares under the Plan for
such consideration (including promissory notes and services) as determined by
the Board of Directors. Shares issued under the Plan shall be subject to the
terms, conditions and restrictions determined by the Board of Directors. All
shares issued pursuant to this paragraph 8 shall be subject to a purchase
agreement, which shall be executed by the Company and the prospective recipient
of the shares prior to the delivery of certificates representing such shares to
the recipient. The purchase agreement may contain any terms, conditions,
restrictions, representations and warranties required by the Board of Directors.
The certificates representing the shares shall bear any legends required by the
Board of Directors. Upon the issuance of purchased shares, the number of shares
available for issuance under the Plan shall be reduced by the number of shares
issued less the number of any shares surrendered to satisfy withholding
obligations in accordance with paragraph 17.
9. Stock Appreciation Rights.
(a) Grant. Stock appreciation rights may be granted under the Plan by the
Board of Directors, subject to such rules, terms, and conditions as the
Board of Directors prescribes.
(b) Exercise. Each stock appreciation right shall entitle the holder, upon
exercise, to receive from the Company in exchange therefor an amount equal
in value to the excess of the fair market value on the date of exercise
over the fair market value on the date of grant (or, in the case of a stock
appreciation right granted in connection with an option, the excess of the
fair market value of one Common Share of the Company over the option price
per share under the option to which the stock appreciation right relates),
multiplied by the number of shares covered by the stock appreciation right
or the option, or portion thereof, that is surrendered. Payment by the
Company upon exercise of a stock appreciation right may be in Common Shares
valued at fair market value, in cash, or partly in Common Shares and partly
in cash, all as determined by the Board of Directors. The Board of
Directors may withdraw any stock appreciation right granted under the Plan
at any time and may impose any conditions upon the exercise of a stock
appreciation right or adopt rules and regulations from time to time
affecting the rights of holders of stock appreciation rights. Such rules
and regulations may govern the right to exercise stock appreciation rights
granted thereafter. Upon the exercise of a stock appreciation right for
shares, the number of shares available for issuance under the Plan shall be
reduced by the number of shares issued less the number of any shares
surrendered or withheld to satisfy withholding obligations in accordance
with paragraph 17. Cash payments of stock appreciation rights shall not
reduce the number of Common Shares available for issuance under the Plan.
10. Cash Bonus Rights. The Board of Directors may grant cash bonus rights under
the Plan in connection with (i) options granted or previously granted, (ii)
stock appreciation rights granted or previously granted, (iii) stock awarded or
previously awarded and (iv) shares sold or previously sold under the Plan. Cash
bonus rights will be subject to rules, terms and conditions as the Board of
Directors may prescribe. The payment of a cash bonus shall not reduce the number
of Common Shares available for issuance under the Plan. A cash bonus right
granted in connection with an option will entitle an optionee to a cash bonus
when the related option is exercised (or terminates in connection with the
exercise of a stock appreciation right related to the option) in whole or in
part if, in the sole discretion of the Board of Directors, the bonus right will
result in a tax deduction that the Company has sufficient taxable income to use.
A cash bonus right granted in connection with a stock award pursuant to
paragraph 7 or purchase of stock pursuant to paragraph 8 will entitle the
recipient to a cash bonus payable when the stock award is awarded or the shares
are purchased or restrictions, if any, to which the stock is subject lapse. If
the stock awarded or the shares purchased are subject to restrictions and are
repurchased by the Company or forfeited by the holder, the cash bonus right
granted in connection with the stock awarded or shares purchased shall terminate
and may not be exercised.
11. Performance-based Awards. The Board of Directors may grant awards intended
to qualify as performance-based compensation under section 162(m) of the Code
and the regulations thereunder ("Performance-based Awards"). Performance-based
Awards shall be denominated at the time of grant either in Common Shares ("Stock
Performance Awards") or in dollar amounts ("Dollar Performance Awards"). Payment
under a Stock Performance Award or a Dollar Performance Award shall be made, at
the discretion of the Board of Directors, subject to the limitations set forth
in paragraph 2, in Common Shares ("Performance Shares"), or in cash or any
combination thereof. Performance-based Awards shall be subject to the following
terms and conditions:
(a) Award Period. The Board of Directors shall determine the period of time
for which a Performance-based Award is made (the "Award Period").
(b) Performance Goals and Payment. The Board of Directors shall establish
in writing objectives ("Performance Goals") that must be met by the Company
or any subsidiary, division or other unit of the Company ("Business Unit")
during the Award Period as a condition to payment being made under the
Performance-based Award. The Performance Goals for each award shall be one
or more targeted levels of performance with respect to one or more of the
following objective measures with respect to the Company or any Business
Unit: earnings, earnings per share, stock price increases, total
shareholder return (stock price increase plus dividends), return on equity,
return on assets, return on capital, economic value added, revenues,
operating income, cash flows or any of the foregoing (determined according
to criteria established by the Board of Directors). The Board of Directors
shall also establish the number of Performance Shares or the amount of cash
payment to be made under a Performance-based Award if the Performance Goals
are met or exceeded, including the fixing of a maximum payment (subject to
paragraph 11(d)). The Board of Directors may establish other restrictions
to payment under a Performance-based Award, such as a continued employment
requirement, in addition to satisfaction of the Performance Goals. Some or
all of the Performance Shares may be issued at the time of the award as
restricted shares subject to forfeiture in whole or in part if Performance
Goals, or if applicable, other restrictions are not satisfied.
(c) Computation of Payment. During or after an Award Period, the
performance of the Company or Business Unit, as applicable, during the
period shall be measured against the Performance Goals. If the Performance
Goals are not met, no payment shall be made under a Performance-based
Award. If the Performance Goals are met or exceeded, the Board of Directors
shall certify that fact in writing and certify the number of Performance
Shares earned or the amount of cash payment to be made under the terms of
the Performance-based Award.
(d) Effect on Shares Available. The payment of a Performance-based Award in
cash shall not reduce the number of Common Shares available for issuance
under the Plan. The number of Common Shares available for issuance under
the Plan shall be reduced by the number of shares issued upon payment of an
award, less the number of shares surrendered or withheld to satisfy
withholding obligations.
12. Foreign Qualified Grants. Awards under the Plan may be granted to such
Employees and such other persons described in paragraph 1 residing in foreign
jurisdictions as the Board of Directors may determine from time to time. The
Board of Directors may adopt such supplements to the Plan as may be necessary to
comply with the applicable laws of such foreign jurisdictions and to afford
participants favorable treatment under such laws; provided, however, that no
award shall be granted under any such supplement with terms that are more
beneficial to the participants than the terms permitted by the Plan.
13. Changes in Capital Structure.
(a) Stock Splits; Stock Dividends. If the number of outstanding Common
Shares of the Company is hereafter increased or decreased or changed into
or exchanged for a different number or kind of shares or other securities
of the Company by reason of any stock split, combination of shares or
dividend payable in shares, recapitalization or reclassification,
appropriate adjustment shall be made by the Board of Directors in the
number and kind of shares available for grants under the Plan. In addition,
the Board of Directors shall make appropriate adjustment in the number and
kind of shares as to which outstanding options, or portions thereof then
unexercised, shall be exercisable, so that the optionee's proportionate
interest before and after the occurrence of the event is maintained.
Notwithstanding the foregoing, the Board of Directors shall have no
obligation to effect any adjustment that would or might result in the
issuance of fractional shares, and any fractional shares resulting from any
adjustment may be disregarded or provided for in any manner determined by
the Board of Directors. Any such adjustments made by Board of Directors
shall be conclusive.
(b) Mergers, Reorganizations, Etc. The Board of Directors may include such
terms and conditions, including without limitation, provisions relating to
acceleration in the event of a change in control, as it deems appropriate
in connection with any award under the Plan with respect to a merger,
consolidation, plan of exchange, acquisition of property or stock,
separation, reorganization or liquidation to which the Company or a
subsidiary is a party or a sale of all or substantially all of the
Company's assets (each, a "Transaction"). Notwithstanding the foregoing, in
the event of a Transaction, the Board of Directors shall, in its sole
discretion and to the extent possible under the structure of the
Transaction, select one or the following alternatives for treating
outstanding Incentive Stock Options or Non-Statutory Stock Options under
the Plan:
(i) Outstanding options shall remain in effect in accordance with
their terms.
(ii) Outstanding options shall be converted into options to purchase
stock in the company that is surviving or acquiring company in the
Transaction. The amount, type of securities subject thereto and
exercise price of the converted options shall be determined by the
Board of Directors of the Company, taking into account the relative
values of the companies involved in the Transaction and the exchange
rate, if any, used in determining shares of the surviving corporation
to be issued to holders of shares of the Company. Unless otherwise
determined by the Board of Directors, the converted options shall be
vested only to the extent that the vesting requirements relating to
options granted hereunder have been satisfied.
(iii) The Board of Directors shall provide a 30-day period prior to
the consummation of the Transaction during which outstanding options
may be exercised to the extent then exercisable, and upon the
expiration of such 30-day period, all unexercised options shall
immediately terminate. The Board of Directors may, in its sole
discretion, accelerate the exercisability of options so that they are
exercisable in full during such 30-day period.
(c) Dissolution of the Company. In the event of the dissolution of the
Company, options shall be treated in accordance with paragraph 13(b)(iii).
(d) Rights Issued by Another Corporation. The Board of Directors may also
grant options, stock appreciation rights, performance units, stock bonuses
and cash bonuses and issue restricted stock under the Plan having terms,
conditions and provisions that vary from those specified in this Plan
provided that any such awards are granted in substitution for, or in
connection with the assumption of, existing options, stock appreciation
rights, stock bonuses, cash bonuses, restricted stock and performance units
granted, awarded or issued by another corporation and assumed or otherwise
agreed to be provided for by the Company pursuant to or by reason of a
Transaction.
14. Amendment of Plan. The Board of Directors may at any time, and from time to
time, modify or amend the Plan in such respects as it shall deem advisable
because of changes in the law while the Plan is in effect or for any other
reason. Except as provided in paragraphs 9, 10 and 13, however, no change in an
award already granted shall be made without the written consent of the holder of
such award.
15. Approvals. The obligations of the Company under the Plan are subject to the
approval of state and federal authorities or agencies with jurisdiction in the
matter. The Company will use its best efforts to take steps required by state or
federal law or applicable regulations, including rules and regulations of the
Securities and Exchange Commission and any stock exchange on which the Company's
shares may then be listed, in connection with the grants under the Plan. The
foregoing notwithstanding, the Company shall not be obligated to issue or
deliver Common Shares under the Plan if such issuance or delivery would violate
applicable state or federal securities laws.
16. Employment and Service Rights. Nothing in the Plan or any award pursuant to
the Plan shall (i) confer upon any Employee any right to be continued in the
employment of the Company or any subsidiary or interfere in any way with the
right of the Company or any subsidiary by whom such Employee is employed to
terminate such Employee's employment at any time, for any reason, with or
without cause, or to decrease such Employee's compensation or benefits, or (ii)
confer upon any person engaged by the Company any right to be retained or
employed by the Company or to the continuation, extension, renewal, or
modification of any compensation, contract, or arrangement with or by the
Company.
17. Taxes. Each participant who has received an award under the Plan shall, upon
notification of the amount due, pay to the Company in cash amounts necessary to
satisfy any applicable federal, state and local withholding requirements. If the
participant fails to pay the amount demanded, the Company may withhold that
amount from other amounts payable by the Company to the participant including
salary, subject to applicable law. With the consent of the Board of Directors, a
participant may satisfy this withholding obligation, in whole or in part, by
having the Company withhold from any shares to be issued that number of shares
that would satisfy the amount due or by delivering Common Shares to the Company
to satisfy the withholding amount.
18. Rights as a Shareholder. The recipient of any award under the Plan shall
have no rights as a shareholder with respect to any Common Shares until the date
of issue to the recipient of a stock certificate for such shares. Except as
otherwise expressly provided in the Plan, no adjustment shall be made for
dividends or other rights for which the record date occurs prior to the date
such stock certificate is issued.
Approved by the Board of Directors, as amended: September 10, 1999.
Approved by the Shareholders, as amended: November 19, 1999.
By:
Robert J. Lollini
Secretary of IOMED, Inc.
Exhibit 4.3 / 1988 Plan Form of Employee Qualified Grant
1988 Plan Form of Employee Qualified Grant
[[Date]]
[[Title>>[[FirstName>>[[LastName>>
[[Address1>>
[[City>>,[[State>>[[PostalCode>>
Stock Option Agreement
Dear[[FirstName>>,
IOMED, Inc. (the "Company"), by and through its Stock Option Committee, has
determined that the Company will extend to you an Incentive Stock Option,
pursuant to the Company's 1988 Stock Option Plan (the "Plan"), to purchase
certain of the Company's Common Shares.
Therefore, on behalf of the Company, I am pleased to notify you that on
[[BODMtgDate>> the Company granted to you an Incentive Stock Option (the
"Option") to purchase up to [[TotalShares>> shares of the Company's Common
Shares, par value $.001 per share, at the option purchase price of [[Price>> per
share. Your Option will be governed by the Plan and by this Incentive Stock
Option Agreement.
A copy of the Plan is attached to this Agreement as Exhibit "A", and since your
Option is subject to all of the terms and conditions of the Plan, the Company
urges you to read the Plan, in its entirety, very carefully. Please note that,
in accordance with paragraph 6(e) of the Plan, your Option must be exercised, if
at all, on or before the close of business on the [[ExpirationDate>>.
Additionally, pursuant to paragraph 12 of the Plan, the Company, or its
designee(s), have a right of first refusal to purchase from you the Common
Shares of the Company which you acquire by exercising your Option. Therefore,
you may not sell, transfer, pledge, encumber or otherwise hypothecate any of the
Common Shares of the Company which you acquire pursuant to the exercise of your
Option unless and until you have notified the Company of the proposed
transaction and given the Company, or its designee(s), the opportunity to
exercise their right to purchase such Common Shares from you.
The Board of Directors has determined that your Option may be exercised upon the
following dates and as to the number of Common Shares indicated:
Date Number of Shares
---- ----------------
On or after [[FirstDate>> [[NoofShares1>> shares
On or after the first day of each
succeeding month up to and including
[[SecondDate>>(58 months total) [[NoofShares2>>shares each month
On or after [[ThirdDate>> [[NoofShares3>> shares
<PAGE>
[[Title>>[[FirstName>>[[LastName>>
[[Date>>
Page Two
At such time as you shall determine to exercise your Option, in whole or in
part, you must furnish written notice of your intention to so exercise to the
President of the Company. Such written notice must indicate the date of
exercise, must indicate the number of Common Shares to be purchased and must be
accompanied by full payment of the option purchase price. Additionally, you must
provide the Company with an "investment letter" concerning the Common Shares
which you will acquire upon your exercise of the Option. Such written notice,
the accompanying payment of the option purchase price and the investment letter
may be delivered to the Company in person or by mail. If mailed, the written
notice, accompanying payment and investment letter should be sent to the Company
by certified United States mail, with return receipt requested.
Attached hereto as Exhibit "B" is a combined form of written notice of exercise
and investment letter which meets all of the requirements of the Plan. You will
greatly assist the Company and expedite the issuance by the Company of the
Common Shares covered by your Option, if you will use the form attached hereto
as Exhibit "B" when you desire to exercise your Option.
Please acknowledge your receipt of this Agreement, and your agreement to be
bound by all of the terms and conditions set forth in the Plan and this
Agreement, by executing the attached copy of this Agreement and returning it to
the undersigned.
Should you have any questions in regard to your Incentive Stock Option, please
contact the undersigned, or any officer or director of the Company.
Sincerely,
IOMED, INC.
President and CEO
Received and agreed to this ______ day of ______________, 199___.
--------------------------------
[[NameInCaps>>
<PAGE>
EXHIBIT 'B'
IOMED, Inc.
1290 West 2320 South, Suite A
Salt Lake City, Utah 84119
Attn: President
Plan Administrator:
IOMED, Inc., a Utah corporation (the "Company"), has granted to the undersigned
an option (the "Option"), pursuant to the Company's 1988 Stock Option Plan (the
"Plan"), to purchase certain of the Company's authorized, but unissued Common
Shares. The Option is evidenced by a Stock Option Agreement date
________________________, [[Year>>.
I hereby notify the Company, in accordance with the Plan, that I desire to
exercise my Option by purchasing a total of _________ Common Shares of the
Company (the "Shares"). Attached hereto is a check, made payable to the Company,
in the amount of $___________ in full payment of the option purchase price of
the Shares.
In order to induce the Company to permit me to exercise the Option and to
register the Shares in my name upon the books and records of the Company, the
undersigned hereby acknowledges to and agrees with the Company that:
1. I have received and read a copy of the Plan.
2. The Shares have not been registered under the Securities Act of
1933, as amended (the "ACT"), the Company does not presently intend to register
the Shares under the Act, and the Company is under no obligation whatsoever to
cause the Shares to be registered under the Act in the future.
3. The Shares, when issued to me, will constitute "restricted
securities" as that term is defined in Rule 144, as promulgated under the Act.
4. I may not sell, transfer or otherwise dispose of the Shares unless
and until they are registered under the Act, or the Company has received an
opinion of counsel (which may be counsel for the Company), which is reasonably
satisfactory in form and content to the Company, stating that such sale,
transfer or other disposition is exempt from the registration requirements of
the Act.
5. I am acquiring the Shares solely for my own account, for investment
purposes only, and not with a view to the distribution or resale thereof, or
with any present intention of selling or otherwise transferring the Shares or
any interest therein.
6. I will not sell, transfer, pledge, encumber or otherwise hypothecate
the Shares unless and until I have offered the Company, or its designee(s), the
opportunity to acquire the Shares in strict accordance with the Right of First
Refusal described in the Plan.
7. In order to evidence my investment intent, and in order to comply
with the provisions of the Plan, I agree that such restrictive legends as may be
deemed appropriate by the Company may be placed upon the certificate or
certificates evidencing the Shares.
The undersigned hereby specifically agrees that the Company may rely upon the
acknowledgements and agreements which are set forth in this letter.
Sincerely,
- --------------------------------------
[Signature of the Optionee]
- --------------------------------------
[Name of the Optionee]
- --------------------------------------
- --------------------------------------
- --------------------------------------
[Address of the Optionee]
Dated: ________________________
Exhibit 4.4 / 1988 Plan Form of Employee Non-Qualified Grant
1988 PLAN FORM OF EMPLOYEE NON-QUALIFIED GRANT
[[Date>>
[[Title>>[[FirstName>>[[LastName>>
[[Address1>>
[[City>>,[[State>>[[PostalCode>>
Stock Option Agreement
Dear[[FirstName>>,
IOMED, Inc. (the "Company"), by and through its Stock Option Committee, has
determined that the Company will extend to you an Non-Incentive Stock Option,
pursuant to the Company's 1988 Stock Option Plan (the "Plan"), to purchase
certain of the Company's Common Shares.
Therefore, on behalf of the Company, I am pleased to notify you that on
[[BODMtgDate>> the Company granted to you a Non-Incentive Stock Option (the
"Option") to purchase up to [[TotalShares>> shares of the Company's Common
Shares, par value $.001 per share, at the option purchase price of [[Price>> per
share. Your Option will be governed by the Plan and by this Non-Incentive Stock
Option Agreement.
A copy of the Plan is attached to this Agreement as Exhibit "A", and since your
Option is subject to all of the terms and conditions of the Plan, the Company
urges you to read the Plan, in its entirety, very carefully. Please note that,
in accordance with paragraph 6(e) of the Plan, your Option must be exercised, if
at all, on or before the close of business on the [[ExpirationDate>>.
Additionally, pursuant to paragraph 12 of the Plan, the Company, or its
designee(s), have a right of first refusal to purchase from you the Common
Shares of the Company which you acquire by exercising your Option. Therefore,
you may not sell, transfer, pledge, encumber or otherwise hypothecate any of the
Common Shares of the Company which you acquire pursuant to the exercise of your
Option unless and until you have notified the Company of the proposed
transaction and given the Company, or its designee(s), the opportunity to
exercise their right to purchase such Common Shares from you.
The Board of Directors has determined that your Option may be exercised upon the
following dates and as to the number of Common Shares indicated:
Date Number of Shares
---- ----------------
On or after [[FirstDate>> [[NoofShares1>> shares
On or after the first day of each
succeeding month up to and including
[[SecondDate>>(46 months total) [[NoofShares2>>shares each month
On or after [[ThirdDate>> [[NoofShares3>> shares
<PAGE>
[[Title>>[[FirstName>>[[LastName>>
[[Date>>
Page Two
At such time as you shall determine to exercise your Option, in whole or in
part, you must furnish written notice of your intention to so exercise to the
President of the Company. Such written notice must indicate the date of
exercise, must indicate the number of Common Shares to be purchased and must be
accompanied by full payment of the option purchase price. Additionally, you must
provide the Company with an "investment letter" concerning the Common Shares
which you will acquire upon your exercise of the Option. Such written notice,
the accompanying payment of the option purchase price and the investment letter
may be delivered to the Company in person or by mail. If mailed, the written
notice, accompanying payment and investment letter should be sent to the Company
by certified United States mail, with return receipt requested.
Attached hereto as Exhibit "B" is a combined form of written notice of exercise
and investment letter which meets all of the requirements of the Plan. You will
greatly assist the Company and expedite the issuance by the Company of the
Common Shares covered by your Option, if you will use the form attached hereto
as Exhibit "B" when you desire to exercise your Option.
Please acknowledge your receipt of this Agreement, and your agreement to be
bound by all of the terms and conditions set forth in the Plan and this
Agreement, by executing the attached copy of this Agreement and returning it to
the undersigned.
Should you have any questions in regard to your Non-Incentive Stock Option,
please contact the undersigned, or any officer or director of the Company.
Sincerely,
IOMED, INC.
President and CEO
Received and agreed to this ______ day of ______________, 199___.
--------------------------------
[[NameInCaps>>
<PAGE>
EXHIBIT 'B'
IOMED, Inc.
1290 West 2320 South, Suite A
Salt Lake City, Utah 84119
Attn: President
Plan Administrator:
IOMED, Inc., a Utah corporation (the "Company"), has granted to the undersigned
an option (the "Option"), pursuant to the Company's 1988 Stock Option Plan (the
"Plan"), to purchase certain of the Company's authorized, but unissued Common
Shares. The Option is evidenced by a Stock Option Agreement date
________________________, [[Year>>.
I hereby notify the Company, in accordance with the Plan, that I desire to
exercise my Option by purchasing a total of _________ Common Shares of the
Company (the "Shares"). Attached hereto is a check, made payable to the Company,
in the amount of $___________ in full payment of the option purchase price of
the Shares.
In order to induce the Company to permit me to exercise the Option and to
register the Shares in my name upon the books and records of the Company, the
undersigned hereby acknowledges to and agrees with the Company that:
1. I have received and read a copy of the Plan.
2. The Shares have not been registered under the Securities Act of
1933, as amended (the "ACT"), the Company does not presently intend to register
the Shares under the Act, and the Company is under no obligation whatsoever to
cause the Shares to be registered under the Act in the future.
3. The Shares, when issued to me, will constitute "restricted
securities" as that term is defined in Rule 144, as promulgated under the Act.
4. I may not sell, transfer or otherwise dispose of the Shares unless
and until they are registered under the Act, or the Company has received an
opinion of counsel (which may be counsel for the Company), which is reasonably
satisfactory in form and content to the Company, stating that such sale,
transfer or other disposition is exempt from the registration requirements of
the Act.
5. I am acquiring the Shares solely for my own account, for investment
purposes only, and not with a view to the distribution or resale thereof, or
with any present intention of selling or otherwise transferring the Shares or
any interest therein.
6. I will not sell, transfer, pledge, encumber or otherwise hypothecate
the Shares unless and until I have offered the Company, or its designee(s), the
opportunity to acquire the Shares in strict accordance with the Right of First
Refusal described in the Plan.
7. In order to evidence my investment intent, and in order to comply
with the provisions of the Plan, I agree that such restrictive legends as may be
deemed appropriate by the Company may be placed upon the certificate or
certificates evidencing the Shares.
The undersigned hereby specifically agrees that the Company may rely upon the
acknowledgements and agreements which are set forth in this letter.
Sincerely,
- --------------------------------------
[Signature of the Optionee]
- --------------------------------------
[Name of the Optionee]
- --------------------------------------
- --------------------------------------
- --------------------------------------
[Address of the Optionee]
Dated: ________________________
Exhibit 4.5 / 1997 Plan Form of Grant
1997 PLAN FORM OF GRANT
[DATE]
[[Title>>[[FirstName>>[[LastName>>
[[Address1>>
[[Address2>>
[[City>>,[[State>>[[PostalCode>>
Dear[[FirstName>>,
Subject to the terms and conditions set forth herein, IOMED, Inc. (the
"Company") hereby grants to you an option (the "Option") to purchase the total
number of common shares of the Company set forth below (the "Shares") at the
exercise price per share set forth below (the "Exercise Price"), pursuant and
subject to the Company's 1997 Share Incentive Plan (the "Plan"), a copy of which
is attached hereto as Exhibit "A".
Type of Option: Incentive Stock Option
Exercise Price Per Share: [[ExercisePrice>>
Date of Grant: [[DateOfGrant>>
Expiration Date: 10 years from Grant Date
Number of Shares Subject to Option: [[NumberOfShares>>
Subject to the terms and conditions of the Plan and this Letter Agreement, the
Option shall become exercisable in accordance with the following schedule:
[VESTING SCHEDULE]
<PAGE>
[[Title>>[[FirstName>>[[LastName>>
February 4, 2000
Page Two
The Option shall expire, and shall be of no further force or effect, upon the
earlier of the Expiration Date (as set forth above) or ninety (90) days
following the effective date of the termination of your employment with the
Company for any reason other than your death or disability. In the event your
employment with the Company is terminated by reason of your death or disability,
the Option may be exercised at any time during the twelve (12) month period
immediately following such termination, but only to the extent that the Option
was exercisable through the date of such termination. During your lifetime, the
Option may only be exercised by you, and is not transferable otherwise than by
will or by applicable laws of descent and distribution.
Subject to the Plan and this Letter Agreement, the Option can be exercised by
delivery to the Company of an executed Notice of Option Exercise in the form
attached hereto as Exhibit "B" or such other written form as may be approved by
the Company (or by the Committee of the Board of Directors or Officer of the
Company appointed by the Board of Directors to administer the Plan), which sets
forth your election to purchase all or a part of the exercisable portion of the
Option, specifies the number of Shares being purchased, and includes such other
representations and agreements as may be required by the Company in order to
assure compliance with applicable securities laws. Such Notice must be
accompanied by full payment of the Exercise Price of the Shares being purchased.
The Exercise Price must be paid in cash or by check, unless the Company, in its
sole discretion, authorizes payment in another form.
Prior to the issuance of the Shares to you upon any exercise of the Option, you
must pay or make adequate provision for the payment of any applicable federal or
state withholding obligations imposed upon the Company as the result of such
exercise.
Your right to exercise the Option is specifically conditioned upon your
compliance with all federal and state securities laws in connection with such
exercise and the acquisition of the Shares. As part of such compliance, you will
be required to execute and file (with the SEC or other governmental agencies)
all documents and instruments that the Company and its legal counsel deem
necessary or appropriate.
<PAGE>
[[Title>>[[FirstName>>[[LastName>>
February 4, 2000
Page Three
In the event of any conflict between the provisions of the Plan and the terms
and conditions of this Letter Agreement, the provisions of the Plan shall
govern, for all purposes.
Please execute the enclosed copy of this Letter Agreement in the space provided
below under the heading "Acceptance", and return such executed copy to the
undersigned. If you do not sign and return this Letter Agreement within ten (10)
business days of the date hereof, the Company will have the right to terminate
the Option.
Very truly yours,
IOMED, Inc.
Vice President, Finance and
Chief Financial Officer
ACCEPTANCE
The undersigned hereby accepts and enters into the foregoing Letter Agreement
with IOMED, Inc., and specifically acknowledges and agrees that the Option
described therein shall be subject to and governed by the terms of such Letter
Agreement and the Plan. The undersigned further agrees to accept as binding,
conclusive and final all decisions or interpretations of the Board of Directors
of IOMED, Inc. (or any Committee or Officer appointed by the Board of Directors
to administer the Plan) upon any questions arising under the Plan, or concerning
the terms of the Option or its exercise.
Dated:
- ------------------------------ ----------------------
[[FirstName>>[[LastName>>
<PAGE>
EXHIBIT 'B'
IOMED, Inc.
3385 West 1820 South
Salt Lake City, Utah 84104
Notice of Option Exercise
Dear Plan Administrator:
IOMED, Inc., a Utah corporation (the "Company"), has granted to the undersigned
an option (the "Option"), pursuant to the Company's 1997 Share Incentive Plan
(the "Plan"), to purchase certain of the Company's authorized, but unissued
Common Shares. The Option is evidenced by a Stock Option Agreement date
________________________, [[Year>>.
I hereby notify the Company, in accordance with the Plan, that I desire to
exercise my Option by purchasing a total of _________ Common Shares of the
Company (the "Shares"). Attached hereto is a check, made payable to the Company,
in the amount of $___________ in full payment of the option purchase price of
the Shares.
In order to induce the Company to permit me to exercise the Option and to
register the Shares in my name upon the books and records of the Company, the
undersigned hereby acknowledges to and agrees with the Company that:
1. I have received and read a copy of the Plan.
2. The Shares have not been registered under the Securities Act of
1933, as amended (the "ACT"), the Company does not presently
intend to register the Shares under the Act, and the Company is
under no obligation whatsoever to cause the Shares to be
registered under the Act in the future.
3. The Shares, when issued to me, will constitute "restricted
securities" as that term is defined in Rule 144, as promulgated
under the Act.
4. I may not sell, transfer or otherwise dispose of the Shares
unless and until they are registered under the Act, or the
Company has received an opinion of counsel (which may be counsel
for the Company), which is reasonably satisfactory in form and
content to the Company, stating that such sale, transfer or
other disposition is exempt from the registration requirements
of the Act.
5. I am acquiring the Shares solely for my own account, for
investment purposes only, and not with a view to the
distribution or resale thereof, or with any present intention of
selling or otherwise transferring the Shares or any interest
therein.
6. I will not sell, transfer, pledge, encumber or otherwise
hypothecate the Shares unless and until I have offered the
Company, or its designee(s), the opportunity to acquire the
Shares in strict accordance with the Right of First Refusal
described in the Plan.
7. In order to evidence my investment intent, and in order to
comply with the provisions of the Plan, I agree that such
restrictive legends as may be deemed appropriate by the Company
may be placed upon the certificate or certificates evidencing
the Shares.
The undersigned hereby specifically agrees that the Company may rely upon the
acknowledgments and agreements which are set forth in this letter.
Sincerely,
- --------------------------------------
[Signature of the Optionee]
- --------------------------------------
[Name of the Optionee]
- --------------------------------------
- --------------------------------------
- --------------------------------------
[Address of the Optionee]
- --------------------------------------
[Social Security Number of Optionee]
Dated: ________________________
Exhibit 5.1 / Opinion of Counsel
OPINION OF COUNSEL
IOMED, Inc.
3383 West 1820 South
Salt Lake City, Utah 84104
Re: IOMED, Inc. Registration Statement on Form S-8, filed February 9, 2000
Gentlemen:
We have acted as counsel to IOMED, Inc., a Utah corporation (the
"Company"), in connection with the preparation of the above-referenced
Registration Statement on Form S-8 (the "Registration Statement"), filed by the
Company with the Securities and Exchange Commission (the "Commission") on
February 9, 2000. The Registration Statement relates to the registration under
the Securities Act of 1933, as amended (the "Act"), of up to 1,598,148 common
shares (the "Shares") of no par value, to be issued and sold by the Company
pursuant to the 1988 Stock Option Plan and the 1997 Share Incentive Plan of the
Company.
This opinion is delivered in accordance with the requirements of Item
601(b)(5) of Regulation S-K promulgated under the Act.
In connection with this opinion, we have examined originals or copies,
certified or otherwise identified to our satisfaction, of (i) the Amended and
Restated Articles of Incorporation of the Company; (ii) the By-laws of the
Company as amended to date; (iii) certain resolutions and written consents of
the Board of Directors of the Company relating to the offering of the Shares;
(iv) the Registration Statement, and (v) such other documents as we have deemed
necessary or appropriate as the basis for the opinions set forth below. In such
examination, we have assumed the authenticity of all signatures, the legal
capacity of natural persons, the authenticity of all documents submitted to us
as originals, the conformity to original documents of all documents submitted to
us as certified or photostatic copies and the authenticity of the originals of
such latter documents. As to any facts material to this opinion which we did not
independently establish or verify, we have relied upon statements and
representations of officers and other representatives of the Company and others.
Members of our firm are admitted to the practice of law in the State of
Utah, and we express no opinion as to the laws of any other jurisdiction.
Based upon and subject to the foregoing, we are of the opinion that when
(i) the Registration Statement becomes effective, and (ii) certificates
representing the Shares are duly executed, countersigned, registered and
delivered upon payment of the agreed upon consideration therefor, the Shares
will be duly authorized, validly issued, fully paid and non-assessable.
Very truly yours,
/s/ Parsons Behle & Latimer
Exhibit 23.2 / Consent of Auditors
316793.3
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference of the Registration Statement (Form
S-8) dated February 9, 2000, pertaining to the 1988 Stock Option Plan and 1997
Share Incentive Plan of IOMED, Inc. of our report dated August 6, 1999, with
respect to the consolidated financial statements of IOMED, Inc. included in its
Annual Report Form 10-K) for the year ended June 30, 1999, filed with the
Securities and Exchange commission.
Salt Lake City, Utah
February 9, 2000
