<PAGE>
As filed with the Securities and Exchange Commission on June 16, 1999
Registration No. 333-
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Global Imaging Systems, Inc.
(Exact name of registrant as specified in its charter)
<TABLE>
<S> <C>
Delaware 59-3247752
(State or other jurisdiction of (IRS Employer Identification Number)
incorporation or organization)
</TABLE>
3820 Northdale Boulevard, Suite 200A
Tampa, Florida 33624
(Address of principal executive offices) (Zip code)
Global Imaging Systems, Inc. 1998 Stock Option and Incentive Plan
Director Non-Incentive Stock Option
(Full title of the plans)
Thomas S. Johnson
President and Chief Executive Officer
GLOBAL IMAGING SYSTEMS, INC.
3820 Northdale Boulevard, Suite 200A
Tampa, Florida 33624
(Name and address of agent for service)
(813) 960-5508
(Telephone number, including area code, of agent for service)
Copy to:
Alan L. Dye, Esq.
HOGAN & HARTSON L.L.P.
555 Thirteenth Street, N.W.
Washington, DC 20004-1109
(202) 637-5600
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
=================================================================================================================================
Proposed maximum Proposed maximum
Title of securities Amount to be offering price aggregate offering Amount of
to be registered registered per share (1) price (1) registration fee
- ---------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock ($.01 par value) 1,830,000 $12.00-$17.125 $27,247,075 $7,574.69
=================================================================================================================================
</TABLE>
(1) Estimated solely for the purpose of calculating the amount of the
registration fee. The offering price per share and the aggregate offering price
are based upon (a) the weighted average exercise price (i) for shares subject to
outstanding options previously granted under the 1998 Stock Option and Incentive
Plan and (ii) for an option granted outside of the Registrant's option plan in
accordance with Rule 457(h) under the Securities Act of 1933, as amended (the
"Securities Act") and (b) the average of the high and low prices of the
Registrant's Common Stock as reported on the Nasdaq National Market on June 15
1999 in accordance with Rule 457(c) under the Securities Act for shares issuable
pursuant to the 1998 Stock Option and Incentive Plan and not subject to
outstanding options. The following chart illustrates the calculation of the
registration fee:
<TABLE>
<CAPTION>
===================================================================================================================================
Type of Shares Number of Shares Offering Price Per Share Aggregate Offering Price
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
Shares issuable pursuant to outstanding options 1,272,400 $12.00 - 15.25(1)(a)(i) $17,749,425
under the 1998 Stock Option and Incentive Plan
- -----------------------------------------------------------------------------------------------------------------------------------
Shares issuable outside of plan 10,000 $12.00 (1)(a)(ii) $ 120,000
- -----------------------------------------------------------------------------------------------------------------------------------
Shares otherwise issuable pursuant to the 1998 547,600 $17.125(1) (b) $ 9,377,650
Stock Option and Incentive Plan
- -----------------------------------------------------------------------------------------------------------------------------------
Registration Fee $ 7,574.69
===================================================================================================================================
</TABLE>
The Exhibit Index is on Page 6.
==============================================================================
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The documents containing the information specified in Part I will be sent
or given to each recipient of an award under the Global Imaging Systems, Inc.
1998 Stock Option and Incentive Plan and to the grantee of the Director Non-
Incentive Stock Option as specified by Rule 428(b)(1) of the Securities Act. In
accordance with the instructions to Part I of Form S-8, such documents will not
be filed with the Securities and Exchange Commission (the "Commission") either
as part of this registration statement or as prospectuses or prospectus
supplements pursuant to Rule 424 of the Securities Act. These documents and the
documents incorporated by reference pursuant to Item 3 of Part II of this
registration statement, taken together, constitute the prospectus as required by
Section 10(a) of the Securities Act.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
Global Imaging Systems, Inc. (the "Company" or "Global") hereby
incorporates by reference into this registration statement the following
documents filed with the Commission:
(a) The prospectus contained in the Registration Statement on
Form S-1 filed by the Company on June 17, 1998.
(b) All reports filed by the Company with the Commission under
Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), since March 31, 1998, including the
Company's reports on Form 10-Q filed for the periods ended
June 30, 1998, September 30, 1998 and December 31, 1998 and the
Company's reports and amended reports on Form 8-K filed on
September 29, 1998, November 30, 1998, January 5, 1999,
February 9, 1999, February 25, 1999 and March 16, 1999; and
(c) The description of the Company's common stock, $.01 par
value per share ("Common Stock"), contained in the Company's
registration statement on Form 8-A filed with the Commission on
June 2, 1998 pursuant to Section 12 of the Exchange Act.
All documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14, and 15(d) of the Exchange Act, prior to the filing of a post-
effective amendment which indicates that all securities offered hereby have been
sold or which deregisters all such securities then remaining unsold, shall be
deemed to be incorporated by reference in this Registration Statement and to be
part hereof from the date of filing of such documents.
Any statement contained in a document incorporated or deemed to be
incorporated by reference shall be deemed to be modified or superseded 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 prior statement. The documents required to be so
modified or superseded shall not be deemed to constitute a part of this
Registration Statement, except as so modified or superseded.
To the extent that any proxy statement is incorporated by reference
herein, such incorporation shall not include any information contained in such
proxy statement which is not, pursuant to the Commission's rules, deemed to be
"filed" with the Commission or subject to the liabilities of Section 18 of the
Exchange Act.
Item 4. Description of Securities.
A description of the Company's Common Stock is incorporated by
reference under Item 3.
1
<PAGE>
Item 5. Interests of Named Experts and Counsel.
Hogan & Hartson L.L.P. of Washington, D.C. will pass upon the legality
of the shares of Common Stock offered hereby for Global. Tidewater Partners, LLC
("Tidewater"), a limited liability company whose managing members are J. Hovey
Kemp and Christopher J. Hagan, partners of Hogan & Hartson L.L.P., and whose
additional members consist of two attorneys and one legal assistant of Hogan &
Hartson L.L.P., owns 18,048 shares of Global's common stock. J. Hovey Kemp and
Christopher J. Hagan each serve as Assistant Secretary to Global.
Item 6. Indemnification Of Directors And Officers
The Amended and Restated Certificate of Incorporation (the "Charter")
and Amended and Restated Bylaws of the Company provide for the indemnification
of the Company's directors and officers to the fullest extent permitted by law.
As permitted by the Delaware General Corporation Law, the Charter
provides that directors of the Company shall not be personally liable to the
Company or its stockholders for monetary damages for breach of fiduciary duty as
a director, except for liability (i) for any breach of the director's duty of
loyalty to the Company or its stockholders, (ii) for acts or omissions not in
good faith or which involve intentional misconduct or a knowing violation of
law, (iii) under Section 174 of the Delaware General Corporation Law, relating
to prohibited dividends or distributions or the repurchase or redemption of
stock or (iv) for any transaction from which the director derives an improper
personal benefit. As a result of this provision, the Company and its
stockholders may be unable to obtain monetary damages from a director for breach
of his or her duty of care.
Additionally, the Company has entered into indemnification agreements
with certain of its directors, officers and key employees which may, in certain
cases, be broader than the specific indemnification provisions contained under
applicable law. The indemnification agreements may require the Company, among
other things, to indemnify such officers, directors and key personnel against
certain liabilities that may arise by reason of their status or service as
directors, officers or employees of the Company, to advance the expenses
incurred by such parties as a result of any threatened claims or proceedings
brought against them as to which they could be indemnified, and to cover such
officers, directors and key employees under the Company's directors' and
officers' liability insurance policies to the maximum extent that insurance
coverage is maintained.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
Exhibit
Number Description
------ -----------
4.1 Specimen Common Stock Certificate.(1)
5.1 Opinion of Hogan & Hartson L.L.P. regarding the legality of
the securities being registered.
23.1 The consent of Ernst & Young LLP.
23.2 The consent of Ernst & Young LLP.
23.3 The consent of Pasquale & Bowers, LLP.
23.4 The consent of Moss Adams LLP.
23.5 The consent of Edmondson, LedBetter & Ballard, L.L.P.
23.6 The consent of Arthur Andersen LLP.
23.7 The consent of Joseph D. Kalicka & Company, LLP.
2
<PAGE>
Exhibit
Number Description
------ -----------
23.8 The consent of Margolin, Winer & Evens LLP.
23.9 The consent of Deloitte & Touche LLP.
23.10 The consent of Smith & Howard, P.C.
23.11 The consent of Barnard, Combs, Potts & Rhyne, P.A.
23.12 The consent of Hogan & Hartson L.L.P. (included as part of
Exhibit 5.1).
24.1 Power of Attorney (included on the signature page of the
registration statement).
99.1 Global Imaging Systems, Inc. 1998 Stock Option and
Incentive Plan (incorporated by reference to Global's
registration statement on Form S-1, No. 333-48103, as filed
with the Commission on June 11, 1998).*
99.2 Form of Incentive Stock Option Agreement.(2)*
99.3 Form of Non-Incentive Stock Option Agreement.(2)*
99.4 Form of Director Non-Incentive Stock Option Agreement.(2)*
99.5 Amendments to Global Imaging Systems, Inc. 1998 Stock Option
and Incentive Plan and forms of stock option agreements.*
99.6 Director Non-Incentive Stock Option Agreement, dated
August 1, 1998, between Global and Edward N. Patrone.*
_____________________
(1) Incorporated by reference to Global's Registration Statement on
Form S-1, No. 333-48103, as filed with the Commission on May 8,
1998.
(2) Incorporated by reference to Global's Registration Statement on
Form S-4, No. 333-78093, as filed with the Commission on May 7,
1999.
* Management contract or compensatory plan, contract or
arrangement.
Item 9. Undertakings.
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this Registration
Statement:
(i) To include any prospectus required by
Section 10(a)(3) of the Securities Act;
(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.
Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the
total dollar value of securities offered would not
exceed that which was registered) and any deviation
from the low or high and of the estimated maximum
offering range may be reflected in the form of the
prospectus filed with the
3
<PAGE>
Commission pursuant to Rule 424(b) if, in the
aggregate, the changes in volume and price represent
no more than 20 percent change in the maximum
aggregate offering price set forth in the
"Calculation of Registration Fee" table in the
effective registration statement;
(iii) To include any material information with respect to
the plan of distribution not previously disclosed in
the Registration Statement or any material change to
such information in the Registration Statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
apply if the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed
with or furnished to the Commission by the Registrant pursuant to
Section 13 or Section 15(d) of the Exchange Act that are incorporated
by reference in this Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be
deemed to be a new Registration Statement relating to the
securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering
thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain
unsold at the termination of the offering.
(b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in this Registration Statement shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that, in the opinion of the Commission, such
indemnification is against public policy as expressed in the Securities Act and
therefore is unenforceable. In the event that a claim for indemnification
against such liabilities (other than for 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 of whether such indemnification by it
is against public policy as expressed in the Securities Act and will be governed
by the final adjudication of the issue.
4
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, Global
Imaging Systems, Inc. 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 Tampa, State of Florida as of June 16, 1999.
Global Imaging Systems, Inc.
By: /s/ Thomas S. Johnson
----------------------------------------
Thomas S. Johnson
President and Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Thomas S. Johnson and Raymond Schilling, and each
of them, his true and lawful attorneys-in-fact and agents, with full power of
substitution and resubstitution, from such person and in each person's name,
place and stead, in any and all capacities, to sign any and all amendments
(including post-effective amendments) to this registration statement or any
registration statement relating to this registration statement under Rule 462
and to file the same, with all exhibits thereto and all 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 as
fully to all intents and purposes as he might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents or any of
them, or his or their substitute or substitutes, may lawfully do or cause to be
done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities indicated as of June 16, 1999.
<TABLE>
<CAPTION>
Name Title
---- -----
<S> <C>
/s/ Thomas S. Johnson President, Chief Executive Officer and Director
- ------------------------------------------- (Principal Executive Officer)
Thomas S. Johnson
/s/ Raymond Schilling Senior Vice President, Chief Financial Officer,
- ------------------------------------------- Secretary and Treasurer (Principal Financial and
Raymond Schilling Accounting Officer)
/s/ Carl D. Thoma Chairman of the Board
- -------------------------------------------
Carl D. Thoma
/s/ L. Neal Berney Director
- -------------------------------------------
L. Neal Berney
/s/ Bruce D. Gorchow Director
- -------------------------------------------
Bruce D. Gorchow
/s/ William C. Kessinger Director
- -------------------------------------------
William C. Kessinger
/s/ Edward N. Patrone Director
- -------------------------------------------
Edward N. Patrone
</TABLE>
5
<PAGE>
Index To Exhibits
Exhibit
Number Description
------ -----------
4.1 Specimen Common Stock Certificate.(1)
5.1 Opinion of Hogan & Hartson L.L.P. regarding the legality of
the securities being registered.
23.1 The consent of Ernst & Young LLP.
23.2 The consent of Ernst & Young LLP.
23.3 The consent of Pasquale & Bowers, LLP.
23.4 The consent of Moss Adams LLP.
23.5 The consent of Edmondson, LedBetter & Ballard, L.L.P.
23.6 The consent of Arthur Andersen LLP.
23.7 The consent of Joseph D. Kalicka & Company, LLP.
23.8 The consent of Margolin, Winer & Evens LLP.
23.9 The consent of Deloitte & Touche LLP.
23.10 The consent of Smith & Howard, P.C.
23.11 The consent of Barnard, Combs, Potts & Rhyne, P.A.
23.12 The consent of Hogan & Hartson L.L.P. (included as part of
Exhibit 5.1).
24.1 Power of Attorney (included on the signature page of the
registration statement).
99.1 Global Imaging Systems, Inc. 1998 Stock Option and
Incentive Plan (incorporated by reference to Global's
registration statement on Form S-1, No. 333-48103, as filed
with the Commission on June 11, 1998).*
99.2 Form of Incentive Stock Option Agreement.(2)*
99.3 Form of Non-Incentive Stock Option Agreement.(2)*
99.4 Form of Director Non-Incentive Stock Option Agreement.(2)*
99.5 Amendments to Global Imaging Systems, Inc. 1998 Stock Option
and Incentive Plan and forms of stock option agreements.*
99.6 Director Non-Incentive Stock Option Agreement, dated
August 1, 1998, between Global and Edward N. Patrone.*
____________________
(1) Incorporated by reference to Global's Registration Statement on
Form S-1, No. 333-48103, as filed with the Commission on
May 8, 1998.
(2) Incorporated by reference to Global's Registration Statement on
Form S-4, No. 333-78093, as filed with the Commission on May 7,
1999.
* Management contract or compensatory plan, contract or arrangement.
6
<PAGE>
EXHIBIT 5.1
[Hogan & Hartson L.L.P. Letterhead]
June 16, 1999
Global Imaging Systems, Inc.
3820 Northdale Boulevard, Suite 200A
Tampa, Florida 33624
Ladies and Gentlemen:
This firm has acted as counsel to Global Imaging Systems, Inc., a
Delaware corporation (the "Company") in connection with its Registration
Statement on Form S-8 (the "Form S-8") filed with the Securities and Exchange
Commission on or about the date hereof registering 1,820,000 shares of common
stock, par value $.01 per share, (the "Plan Shares") issuable in connection with
the Company's 1998 Stock Option and Incentive Plan (the "Plan") and 10,000
shares of common stock, par value $.01 per share, (the "Option Shares") issuable
in connection with a Director Non-Incentive Stock Option issued outside of the
Plan (the "Option"). This opinion letter is furnished to you at your request to
enable you to fulfill the requirements of Item 601(b)(5) of Regulation S-K, 17
C.F.R. (S)229.601(b)(5), in connection with the Form S-8.
For purposes of this opinion letter, we have examined copies of the
following documents:
1. An executed copy of the Form S-8.
2. A copy of the Plan, as certified on the date hereof by the
Secretary of the Company as being complete, accurate and in
effect.
3. A copy of the Option, as certified on the date hereof by the
Secretary of the Company as being complete, accurate and in
effect.
4. The Amended and Restated Certificate of Incorporation of the
Company, as certified on the date hereof by the Secretary of the
Company as being complete, accurate and in effect.
5. The Bylaws of the Company, as certified on the date hereof by the
Secretary of the Company as being complete, accurate and in
effect.
6. Resolutions of the Board of Directors of the Company adopted at a
meeting held on April 9, 1998, as certified by the Secretary of
the Company on the date hereof as being complete, accurate and in
effect, relating to the adoption of the Plan, subject to approval
by the Company's stockholders.
<PAGE>
June 16, 1999
Page 2
7. A certificate of the Secretary of the Company dated the date
hereof, certifying that the approval of the Plan was submitted to
the Company's stockholders and was approved by written consent of
the Company's stockholders on May 11, 1998.
8. Resolutions of the Board of Directors of the Company adopted at a
meeting held on July 27, 1998, as certified by the Secretary of
the Company on the date hereof as being complete, accurate and in
effect, relating to the approval of the Option.
In our examination of the aforesaid documents, we have assumed the
genuineness of all signatures, the legal capacity of all natural persons, the
accuracy and completeness of all documents submitted to us, the authenticity of
all original documents, and the conformity to authentic original documents of
all documents submitted to us as copies (including telecopies). This opinion
letter is given, and all statements herein are made, in the context of the
foregoing.
This opinion letter is based as to matters of law solely on applicable
provisions of the General Corporation Law of the State of Delaware, and we
express no opinion as to any other laws, statutes, ordinances, rules or
regulations.
Based upon, subject to and limited by the foregoing, we are of the
opinion that (1) the Plan Shares, when issued and delivered in the manner and on
the terms described in the Plan and (2) the Option Shares, when issued and
delivered in the manner and on the terms described in the Option, in each case,
will be validly issued, fully paid and non-assessable.
This opinion letter has been prepared solely for your use in
connection with the filing of the Form S-8 on the date of this opinion letter
and speaks as of the date hereof. We assume no obligation to advise you of any
changes in the foregoing subsequent to the delivery of this opinion letter.
We hereby consent to the filing of this opinion letter as Exhibit 5.1
to the Form S-8. In giving this consent, we do not thereby admit that we are an
"expert" within the meaning of the Securities Act of 1933, as amended.
Very truly yours,
/s/ Hogan & Harston L.L.P.
HOGAN & HARTSON L.L.P.
<PAGE>
Exhibit 23.1
Consent of Independent Auditors
We consent to the incorporation by reference in the Registration Statement (Form
S-8) pertaining to the 1998 Stock Option and Incentive Plan and Director
Non-Incentive Stock Option of Global Imaging Systems, Inc. of our reports dated
May 6, 1998, except for Note 12, as to which the date is May 28, 1998, with
respect to the consolidated financial statements and schedule of Global Imaging
Systems, Inc. included in the Registration Statement (Form S-1 No. 333-48103)
filed with the Securities and Exchange Commission.
/s/ Ernst & Young LLP
Tampa, Florida
June 10, 1999
<PAGE>
Exhibit 23.2
Consent of Independent Auditors
We consent to the Incorporation by reference in the Registration Statement (Form
S-8) pertaining to the 1998 Stock Option and Incentive Plan and Director
Non-Incentive Stock Option of Global Imaging Systems, Inc. of our report dated
January 23, 1998, with respect to the financial statements of Electronic
Systems, Inc. included in the Registration Statement (Form S-1 No. 333-48103)
filed with the Securities and Exchange Commission.
/s/ Ernst & Young LLP
Richmond, Virginia
June 10, 1999
<PAGE>
Exhibit 23.3
[LETTERHEAD OF PASQUALE & BOWERS, LLP APPEARS HERE]
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
---------------------------------------------------
WE CONSENT to the incorporation by reference in the Registration Statement on
Form S-8, pertaining to the Global Imaging Systems, Inc. 1998 Stock Option and
Incentive Plan, of our report on the financial statements of Eastern Copy
Products, Inc. dated December 17, 1997.
PASQUALE & BOWERS, LLP
Pasquale & Bowers, LLP
Syracuse, New York
June 10, 1999
<PAGE>
Exhibit 23.4
[LETTER HEAD OF MOSS-ADAMS LLP APPEARS HERE]
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
We consent to the incorporation by reference in the Registration Statement on
Form S-8, pertaining to the Global Imaging Systems, Inc. 1998 Stock Option and
Incentive Plan, of our report dated December 19, 1997 with respect to the
financial statements of Duplicating Specialties, Inc.
/s/ Moss Adams LLP
Vancouver, Washington
June 10, 1999
<PAGE>
Exhibit 23.5
Consent of Independent Certified Public Accountants
We consent to the incorporation by reference in the Registration Statement on
Form S-8, pertaining to the Global Imaging Systems, Inc. 1998 Stock Option and
Incentive Plan, of our report on the financial statements of ELECTRONIC SYSTEMS
OF RICHMOND, INC. dated January 27, 1998.
/s/ Edmondson, LedBetter & Ballard, L.L.P
Norfolk, Virginia
June 10, 1999
<PAGE>
Exhibit 23.6
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
We consent to the incorporation by reference in the Registration Statement on
Form S-8, pertaining to the Global Imaging Systems, Inc. 1998 Stock Option and
Incentive Plan, of our report on the financial statements of Connecticut
Business Systems dated February 16, 1998.
Arthur Andersen LLP
Hartford, Connecticut
June 10, 1999
<PAGE>
Exhibit 23.7
[LETTERHEAD OF JOSEPH D. KALICKA & COMPANY, LLP APPEARS HERE]
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
---------------------------------------------------
WE CONSENT to the incorporation by reference in the Registration Statement on
Form S-8, pertaining to the Global Imaging Systems, Inc. 1998 Stock Option and
Incentive Plan, of our report on the financial statements of Bloom's
Incorporated dated February 6, 1998 (for the period ended December 31, 1997) and
February 20, 1998 (for the period ended January 31, 1997).
/s/ Joseph D. Kalicka & Company, LLP
JOSEPH D. KALICKA & COMPANY, LLP
Certified Public Accountants
June 10, 1999
- ---------------
Date
Holyoke, Massachusetts
<PAGE>
Exhibit 23.8
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
---------------------------------------------------
We consent to the incorporation by reference in the Registration Statement on
Form S-8, pertaining to the Global Imaging Systems, Inc. 1998 Stock Option and
Incentive Plan, of our report on the financial statements of Carr Business
Machines of Great Neck Inc. dated November 13, 1998.
MARGOLIN, WINER & EVENS LLP
/s/ Margolin, Winer & Evens LLP
Garden City, New York
<PAGE>
EXHIBIT 23.9
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in the Registration Statement on
Form S-8 pertaining to the Global Imaging Systems, Inc. 1998 Stock Option and
Incentive Plan, of our report dated August 28, 1998, relating to the financial
statements of Capitol Office Solutions, Inc., included in the Current Report on
Form 8-K/A filed by Global Imaging Systems, Inc. on February 9, 1999.
/s/ Deloitte & Touche LLP
Deloitte & Touche LLP
Washington, DC
June 14, 1999
<PAGE>
Exhibit 23.10
Consent of Smith & Howard, P.C.
We consent to the incorporation by reference in the Registration
Statement on Form S-8, pertaining to the Global Imaging Systems, Inc. 1998 Stock
Option and Incentive Plan, of our report on the financial statements of Southern
Business Communications Group dated January 8, 1998.
/s/ Smith & Howard, P.C.
- -------------------------------
Smith & Howard, P.C.
Atlanta, Georgia
June 15, 1999
<PAGE>
EXHIBIT 23.11
[LETTERHEAD OF BARNARD, COMBS, POTTS & RHYNE, PA APPEARS HERE]
Consent of Barnard, Combs, Potts & Rhyne, P.A.
We consent to the incorporation by reference in the Registration Statement on
Form S-8, pertaining to the Global Imaging Systems, Inc. 1998 Stock Option and
Incentive Plan, of our report on the financial statements of Copy Service and
Supply, Inc. dated February 12, 1998.
/s/ Barnard, Combs, Potts & Rhyne, P.A.
- ---------------------------------------
Barnard, Combs, Potts & Rhyne, P.A.
Statesville, North Carolina
June 10, 1999
<PAGE>
EXHIBIT 99.5
Amendment to Global Imaging Systems, Inc.
1998 Stock Option and Incentive Plan (the "Plan") and to the forms of
Stock Option Agreements
Resolutions Adopted By The Board Of Directors
April 26, 1999
NOW, THEREFORE, BE IT RESOLVED, that the fourth sentence of Section 10.8
("Method of Exercise") of the Plan is hereby amended to read in its entirety as
follows:
"Payment of the Option Price for the shares purchased pursuant to the
exercise of an Option shall be made (i) in cash or in cash equivalents;
(ii) to the extent permitted by the Award Agreement evidencing the grant of
such Option, through the tender to the Company of shares of Stock, which
shares, if acquired from the Company, shall have been held for at least six
months and which shall be valued, for purposes of determining the extent to
which the Option Price has been paid thereby, at their Fair Market Value on
the date of exercise; or (iii) to the extent permitted by the Award
Agreement evidencing the grant of such Option, by a combination of the
methods described in (i) and (ii)."
RESOLVED FURTHER, that a restated version of the Plan, amended as set forth
above, is hereby adopted and approved and may be attached to these resolutions;
and
RESOLVED FURTHER, that the fourth sentence of Section 6.4 ("Method of
Exercise") of each of the three forms of option agreement adopted and approved
by the Board on April 9, 1998 is hereby amended to read in its entirety as
follows:
"Payment of the Option Price for the shares purchased pursuant to the
exercise of the Option shall be made in cash or in cash equivalents."
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EXHIBIT 99.6
GLOBAL IMAGING SYSTEMS, INC.
DIRECTOR NON-INCENTIVE STOCK OPTION AGREEMENT
This Stock Option Agreement is made as of August 1, 1998, by and
between Global Imaging Systems, Inc., a Delaware corporation (the "Company"),
and Edward N. Patrone, a non-employee member of the Board of Directors of the
Company (the "Optionee").
WHEREAS, the Board of Directors and stockholders of the Company have
duly adopted and approved the Global Imaging Systems, Inc. 1998 Stock Option and
Incentive Plan (the "Plan"), which Plan authorizes the Company to grant to
eligible individuals options for the purchase of shares of the Company's common
stock, par value $.01 per share (the "Stock"); and
WHEREAS, the Company has determined that it is desirable and in its
best interests to grant to the Optionee an option to purchase a certain number
of shares of Stock, in order to provide the Optionee with an incentive to
advance the interests of the Company and any affiliate thereof;
WHEREAS, the Company has determined that it is desirable and in its
best interests to grant to such option not pursuant to the Plan, but generally
subject to the terms and provisions thereof;
NOW, THEREFORE, in consideration of the mutual promises and covenants
contained herein, the parties hereto do hereby agree as follows:
1. GRANT OF OPTION
Outside of but subject to the terms of the Plan (attached hereto as
Exhibit A), the Company hereby grants to the Optionee the right and option (the
- ---------
"Option") to purchase from the Company, on the terms and subject to the
conditions set forth in the Plan and in this Option Agreement, 10,000 shares of
Stock; provided, however, that Section 9 of the Plan shall not apply to the
Option. This Option shall not constitute an incentive stock option within the
meaning of Section 422 of the Internal Revenue Code of 1986, as amended (the
"Code"). The date of grant of this Option is August 1, 1998 (the "Grant Date").
2. PARACHUTE LIMITATIONS
Notwithstanding any other provision of this Stock Option Agreement or
of any other agreement, contract, or understanding heretofore or hereafter
entered into by the Optionee and the Company or any Subsidiary, except an
agreement, contract, or understanding hereafter entered into that expressly
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modifies or excludes application of this Section (the "Other Agreements"), and
notwithstanding any formal or informal plan or other arrangement heretofore or
hereafter adopted by the Company (or any Subsidiary) for the direct or indirect
compensation of the Optionee (including groups or classes of participants or
beneficiaries of which the Optionee is a member), whether or not such
compensation is deferred, is in cash, or is in the form of a benefit to or for
the Optionee (a "Benefit Arrangement"), if the Optionee is a "disqualified
individual," as defined in Section 280G(c) of the Code, the Option and any right
to receive any payment or other benefit under this Stock Option Agreement shall
not become exercisable or vested (i) to the extent that such right to exercise,
vesting, payment, or benefit, taking into account all other rights, payments, or
benefits to or for Optionee under the Plan, all Other Agreements, and all
Benefit Arrangements, would cause any payment or benefit to the Optionee under
this Stock Option Agreement to be considered a "parachute payment" within the
meaning of Section 280G(b)(2) of the Code as then in effect (a "Parachute
Payment") and (ii) if, as a result of receiving a Parachute Payment, the
---
aggregate after-tax amounts received by the Optionee from the Company under this
Stock Option Agreement, the Plan, all Other Agreements, and all Benefit
Arrangements would be less than the maximum after-tax amount that could be
received by Optionee without causing any such payment or benefit to be
considered a Parachute Payment. In the event that the receipt of any such right
to exercise, vesting, payment, or benefit under this Stock Option Agreement, in
conjunction with all other rights, payments, or benefits to or for the Optionee
under the Plan, any Other Agreement or any Benefit Arrangement would cause the
Optionee to be considered to have received a Parachute Payment under this Stock
Option Agreement that would have the effect of decreasing the after-tax amount
received by the Optionee as described in clause (ii) of the preceding sentence,
then the Optionee shall have the right, in the Optionee's sole discretion, to
designate those rights, payments, or benefits under this Stock Option Agreement,
the Plan, any Other Agreements, and any Benefit Arrangements that should be
reduced or eliminated so as to avoid having the payment or benefit to the
Optionee under this Stock Option Agreement be deemed to be a Parachute Payment.
3. TERMS OF PLAN
The Option granted pursuant to this Stock Option Agreement is granted
subject to the terms and conditions set forth in the Plan, except that Section 9
of the Plan shall not apply to the Option. All terms and conditions of the Plan
are hereby incorporated into this Stock Option Agreement by reference and shall
be deemed to be part of this Stock Option Agreement, without regard to whether
such terms and conditions are not otherwise set forth in this Stock Option
Agreement. To the extent any capitalized words used in this Stock Option
Agreement are not defined, they shall have the definitions stated for them in
the Plan. In the event that there is any inconsistency between the provisions of
this
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Stock Option Agreement and of the Plan (except for Section 9 of the Plan), the
provisions of the Plan shall govern.
4. OPTION PRICE
The purchase price (the "Option Price") for each share subject to the
Option granted by this Stock Option Agreement is $12.00.
5. VESTING IN OPTIONS
The Option becomes vested as to twenty percent of the shares
purchasable pursuant to the Option on August 1, 1999 (the first "Anniversary
Date"), if the Optionee has been providing services to the Company or any of its
affiliates continuously from the date of grant to the Anniversary Date.
Thereafter, so long as the Optionee's service has not been interrupted, the
Option becomes vested as to an additional twenty percent of the shares subject
to the Option after each of the next four Anniversary Dates. Service for this
purpose includes service as an employee, director, advisor or consultant
providing bona fide services to the Company or any of its affiliates. For
purposes of this Stock Option Agreement, termination of service would not be
deemed to occur if the Optionee, after terminating service in one capacity,
continues to provide service to the Company or any of its affiliates in another
capacity. Termination of service is sometimes also referred to herein as
termination of employment or other relationship with the Company or any of its
affiliates.
6. TERM AND EXERCISE OF OPTION
6.1. Term
The Option shall terminate and all rights to purchase the shares
thereunder shall cease upon the expiration of ten years after the Grant Date,
unless terminated earlier pursuant to another provision of this Stock Option
Agreement.
6.2. Option Period and Limitations on Exercise
The Optionee may exercise the Option (subject to the limitations on
exercise set forth in this Stock Option Agreement and in the Plan), to the
extent the Option is vested and has not terminated. Any limitation on the
exercise of an Option may be rescinded, modified or waived by the Committee, in
its sole discretion, at any time and from time to time after the Grant Date of
the Option, so as to accelerate the time at which the Option may be exercised.
If the Optionee terminates employment or other relationship with the Company by
reason of "permanent and total disability" (within the meaning of Section
22(e)(3) of the Code), the Option shall continue to vest, and shall be
exercisable to the extent that it is vested, for a period of one year after such
termination of employment or service, subject to earlier termination of the
Option as provided in Section 6.1 above.
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6.3. Limitations on Exercise of Option
Notwithstanding the foregoing Sections, in no event may the Option be
exercised: (i) in whole or in part, after ten years following the Grant Date,
as set forth in Section 1 above, (ii) following termination of Optionee's
relationship with the Company for Cause (as defined below) or (iii) following
termination of Optionee's relationship due to death except as provided in
Section 7.2. For purposes of this Stock Option Agreement, "Cause" means (i)
gross negligence or willful misconduct in connection with the performance of
duties; (ii) conviction of a criminal offense (other than minor traffic
offenses); or (iii) material breach of any term of any employment, consulting or
other services, confidentiality, intellectual property or non-competition
agreements, if any, between Optionee and the Company or any of its affiliates.
6.4. Method of Exercise
The Option may be exercised, to the extent it is exercisable, by the
Optionee's delivery to the Company of written notice of exercise on any business
day, at the Company's principal office, addressed to the attention of the
Committee. Such notice shall specify the number of shares of Stock with respect
to which the Option is being exercised and shall be accompanied by payment in
full of the Option Price of the shares for which the Option is being exercised.
The minimum number of shares of Stock with respect to which an Option may be
exercised, in whole or in part, at any time shall be the lesser of (i) 100
shares and (ii) the maximum number of shares available for purchase under the
Option at the time of exercise. Payment of the Option Price for the shares
purchased pursuant to the exercise of the Option shall be made (i) in cash or in
cash equivalents; (ii) through the tender to the Company of shares of Stock,
which shares, if acquired from the Company, shall have been held by the Optionee
for at least six months and which shall be valued, for purposes of determining
the extent to which the Option Price has been paid thereby, at their Fair Market
Value on the date of exercise; or (iii) by a combination of the methods
described in (i) and (ii). If the Stock is publicly traded, payment in full of
the Option Price need not accompany the written notice of exercise provided that
the notice of exercise directs that the certificate or certificates for the
shares of Stock for which the Option is exercised be delivered to a licensed
broker acceptable to the Company as the agent for the individual exercising the
Option and, at the time such certificate or certificates are delivered, the
broker tenders to the Company cash (or cash equivalents acceptable to the
Company) equal to the Option Price for the shares of Stock purchased pursuant to
the exercise of the Option plus the amount (if any) of federal and/or other
taxes which the Company may in its judgment, be required to withhold with
respect to the exercise of the Option. An attempt to exercise the Option other
than as set forth above shall be invalid and of no force and effect. An
individual holding or exercising an Option shall have none of the rights of a
stockholder (for example, the right to receive cash or dividend payments or
distributions attributable to the subject shares of Stock or to direct the
voting of the subject shares of Stock)
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until the shares of Stock covered thereby are fully paid and issued to him.
Except as provided in Section 10 hereof, no adjustment shall be made for
dividends, distributions or other rights for which the record date is prior to
the date of such issuance.
7. TERMINATION OF THE SERVICE RELATIONSHIP
7.1. Termination of Employment or Other Relationship
Upon the termination of the Optionee's employment or other
relationship with the Company other than by reason of death or "permanent and
total disability" (within the meaning of Section 22(e)(3) of the Code), the
Option or portion thereof held by the Optionee that has not vested in accordance
with the provisions of Section 5 hereof shall terminate immediately, and,
subject to Section 6.1 above any Option or portion thereof that has vested in
accordance with the provisions of Section 5 hereof but has not been exercised
shall terminate at the close of business on the 90th day following the
Optionee's termination of employment or other relationship (or, if such 90th day
is a Saturday, Sunday or holiday, at the close of business on the next preceding
day that is not a Saturday, Sunday or holiday), unless the Board of Directors of
the Company (the "Board"), in its discretion, extends the period during which
the Option may be exercised (which period may not be extended beyond the
original term of the Option). Upon termination of the Option or portion
thereof, the Optionee shall have no further right to purchase shares of Stock
pursuant to such Option or portion thereof. Whether a leave of absence or leave
on military or government service shall constitute a termination of employment
or other relationship for purposes of the Optionee shall be determined by the
Board, which determination shall be final and conclusive. For purposes of the
Option, a termination of employment, service or other relationship shall not be
deemed to occur if the Optionee is immediately thereafter employed with the
Company or any other Service Provider, or is engaged as a Service Provider or an
Outside Director of the Company. Whether a termination of a Service Provider's
or an Outside Director's relationship with the Company shall have occurred shall
be determined by the Committee, which determination shall be final and
conclusive.
7.2. Rights in the Event of Death
If the Optionee dies while employed by, or in the service of, the
Company or any of its affiliates, the executors or administrators or legatees or
distributees of such Optionee's estate shall have the right at any time within
one year after the date of such Optionee's death, and prior to termination of
the Option pursuant to Section 6.1 above, to exercise, in whole or in part, any
Option held by such Optionee at the date of such Optionee's death, whether or
not such Option was exercisable immediately prior to such Optionee's death.
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7.3. Rights in the Event of Disability
If the Optionee's employment or other relationship with the Company
or any of its affiliates is terminated by reason of the "permanent and total
disability" (within the meaning of Section 22(e)(3) of the Code) of the
Optionee, then such Optionee shall have the right, at any time within one year
after such termination of employment or other relationship and prior to
termination of the Option pursuant to Section 6.1 above, to exercise, in whole
or in part, the Option held by such Optionee at the date of such termination of
employment or other relationship, to the extent such Option is then exercisable.
Whether a termination of employment or other relationship is to be considered by
reason of "permanent and total disability" for purposes of this Stock Option
Agreement shall be determined by the Committee, which determination shall be
final and conclusive.
8. TRANSFERABILITY
8.1. General Rule
Except as provided in Section 8.2, during the lifetime of an
Optionee, only the Optionee (or, in the event of legal incapacity or
incompetency, the Optionee's guardian or legal representative) may exercise the
Option. Except as provided in Section 8.2, the Option shall not be assignable or
transferable by the Optionee, other than by will or the laws of descent and
distribution.
8.2. Family Transfers.
An Optionee may transfer all or part of the Option to (i) any
Immediate Family Member, (ii) a trust or trusts for the exclusive benefit of any
Immediate Family Member, or (iii) a partnership in which Immediate Family
Members are the only partners, provided that (x) there may be no consideration
for any such transfer, and (y) subsequent transfers of the transferred Option
are prohibited except those in accordance with this Section 8.2 or by will or
the laws of descent and distribution. Following transfer, the Option shall
continue to be subject to the same terms and conditions as were applicable
immediately prior to transfer, provided that for purposes of Section 8.2 hereof
the term "Optionee" shall be deemed to refer to the transferee. The events of
termination of the Optionee in Section 6.3 hereof shall continue to be applied
with respect to the original Optionee, following which the Option shall be
exercisable by the transferee only to the extent and for the periods specified
in Sections 7.1, 7.2 and 7.3 hereof. "Immediate Family Members" means the
spouse, children and grandchildren of the Optionee.
9. REQUIREMENTS OF LAW
The Company shall not be required to sell or issue any securities
under the Option if the sale or issuance of such securities would constitute a
violation by
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the Optionee, the individual exercising the Option, or the Company of any
provisions of any law or regulation of any governmental authority, including
without limitation any federal or state securities laws or regulations. If at
any time the Company shall determine, in its discretion, that the listing,
registration or qualification of any securities subject to the Option upon any
securities exchange or under any governmental regulatory body is necessary or
desirable as a condition of, or in connection with, the issuance or purchase of
securities hereunder, the Option may not be exercised in whole or in part unless
such listing, registration, qualification, consent or approval shall have been
effected or obtained free of any conditions not acceptable to the Company, and
any delay caused thereby shall in no way affect the date of termination of the
Option. Specifically in connection with the 1933 Act, upon the exercise of the
Option, unless a registration statement under such act is in effect with respect
to the securities covered by the Option, the Company shall not be required to
sell or issue such securities unless the Committee has received evidence
satisfactory to it that the holder of such Option may acquire such securities
pursuant to an exemption from registration under such act. Any determination in
this connection by the Committee shall be final, binding, and conclusive. The
Company may, but shall in no event be obligated to, register any securities
covered hereby pursuant to the 1933 Act. The Company shall not be obligated to
take any affirmative action in order to cause the exercise of the Option or the
issuance of securities pursuant thereto to comply with any law or regulation of
any governmental authority. As to any jurisdiction that expressly imposes the
requirement that the Option shall not be exercisable until the securities
covered by such Option are registered or are exempt from registration, the
exercise of such Option (under circumstances in which the laws of such
jurisdiction apply) shall be deemed conditioned upon the effectiveness of such
registration or the availability of such an exemption.
10. EFFECT OF CHANGES IN CAPITALIZATION
10.1. Changes in Stock
If the number of outstanding shares of Stock is increased or
decreased or the shares of Stock are changed into or exchanged for a different
number or kind of shares or other securities of the Company on account of any
recapitalization, reclassification, stock split, reverse split, combination of
shares, exchange of shares, stock dividend or other distribution payable in
capital stock, or other increase or decrease in such shares effected without
receipt of consideration by the Company, occurring after the date of grant of
the Option, the number and kind of shares of Stock for which the Option was
granted shall be adjusted proportionately and accordingly so that the
proportionate interest of the Optionee immediately following such event shall,
to the extent practicable, be the same as immediately before such event. Any
such adjustment in the Option shall not change the aggregate Option Price
payable with respect to shares that are subject
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to the unexercised portion of the Option but shall include a corresponding
proportionate adjustment in the Option Price per share.
10.2. Dissolution, Liquidation, Sale of Assets, Reorganization in Which the
Company Is Not the Surviving Entity, Etc.
Subject to Section 10.3 hereof, if the Company shall be the surviving
entity in any reorganization, merger, or consolidation of the Company with one
or more other entities in which no Change of Control occurs, the Option shall
pertain to and apply to the securities to which the Optionee would have been
entitled immediately following such reorganization, merger, or consolidation,
with a corresponding proportionate adjustment of the Option Price per share so
that the aggregate Option Price thereafter shall be the same as the aggregate
Option Price of the shares remaining subject to the Option immediately prior to
such reorganization, merger, or consolidation. "Change of Control" means (i)
the dissolution or liquidation of the Company or a merger, consolidation, or
reorganization of the Company with one or more other entities in which the
Company is not the surviving entity, (ii) a sale of substantially all of the
assets of the Company to another entity, or (iii) any transaction (including
without limitation a merger or reorganization in which the Company is the
surviving entity) which results in any person or entity (other than persons who
are stockholders or affiliates of the Company at the time the Plan is approved
by the Company's stockholders) owning 50% or more of the combined voting power
of all classes of stock of the Company.
10.3. Reorganization, Sale of Assets or Sale of Stock Which Involves a
Change of Control.
Subject to the exceptions set forth in the last sentence of this
Section 10.3 (i) upon the occurrence of a Change of Control, fifteen days prior
to the scheduled consummation of a Change of Control, the Option shall become
immediately exercisable to the extent not previously exercisable and shall
remain exercisable for a period of fifteen days. Any exercise of an Option
during such fifteen-day period shall be conditioned upon the consummation of the
event and shall be effective only immediately before the consummation of the
event. Upon consummation of any Change of Control, the Option, to the extent
not exercised, shall terminate. The Board shall send written notice of an event
that will result in such a termination to the Optionee not later than the time
at which the Company gives notice thereof to its stockholders. Neither Section
10.2 nor this Section 10.3 shall apply to any Change of Control to the extent
that (A) provision is made in writing in connection with such Change of Control
for the assumption of the Option, or the substitution for such Option of new
options covering the stock of a successor entity, or a parent or subsidiary
thereof, with appropriate adjustments as to the number and kinds of shares and
exercise prices, in which event the Option shall continue in the manner and
under the terms so provided or (B) a majority of the full
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Board determines that such Change of Control shall not trigger application of
the provisions of Section 10.2 or this Section 10.3.
10.4. Adjustments
Adjustments under this Section 10 related to stock or securities of
the Company shall be made by the Board, whose determination in that respect
shall be final, binding, and conclusive. No fractional shares of Stock or units
of other securities shall be issued pursuant to any such adjustment, and any
fractions resulting from any such adjustment shall be eliminated in each case by
rounding downward to the nearest whole share or unit.
10.5. No Limitations on Company
The grant of the Option shall not affect or limit in any way the
right or power of the Company to make adjustments, reclassifications,
reorganizations, or changes of its capital or business structure or to merge,
consolidate, dissolve, or liquidate, or to sell or transfer all or any part of
its business or assets.
11. DISCLAIMER OF RIGHTS
No provision in the Plan or in the Stock Option Agreement shall be
construed to confer upon any individual the right to remain in the employ or
service of the Company or any affiliate, or to interfere in any way with any
contractual or other right or authority of the Company or Service Provider
either to increase or decrease the compensation or other payments to any
individual at any time, or to terminate any employment or other relationship
between any individual and the Company. In addition, notwithstanding anything
contained in the Plan to the contrary, the Option shall not be affected by any
change of duties or position of the Optionee, so long as the Optionee continues
to be a director, officer, consultant or employee of the Company. The obligation
of the Company to pay any benefits pursuant to this Stock Option Agreement shall
be interpreted as a contractual obligation to pay only those amounts described
herein, in the manner and under the conditions prescribed herein. The Plan and
the Stock Option Agreement shall in no way be interpreted to require the Company
to transfer any amounts to a third party trustee or otherwise hold any amounts
in trust or escrow for payment to any participant or beneficiary under the terms
of the Plan. The Optionee shall not have any of the rights of a stockholder with
respect to the shares of Stock subject to an Option except to the extent the
certificates for such shares of Stock shall have been issued upon the exercise
of the Option.
12. FORFEITURE OF RIGHTS
The Company at any time shall have the right to cause a forfeiture of
the rights of the Optionee on account of the Optionee taking actions in
competition with the Company. Unless otherwise specified in an employment or
other agreement between the Company and the Optionee, the Optionee takes actions
in
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competition with the Company if he or she directly or indirectly owns any
interest in, operates, joins, controls or participates as a partner, director,
principal, officer, or agent of, enters into the employment of, acts as a
consultant to, or performs any services for, any entity which has material
operations which compete with any business in which the Company or any of its
Subsidiaries is engaged during the Optionee's employment or other relationship
with the Company or any of its affiliates or at the time of the Optionee's
termination of employment or other relationship.
13. CAPTIONS
The use of captions in this Stock Option Agreement is for the
convenience of reference only and shall not affect the meaning of any provision
of such Stock Option Agreement.
14. WITHHOLDING OF TAXES
The Company or a Subsidiary, as the case may be, shall have the right
to deduct from payments of any kind otherwise due to the Optionee any Federal,
state, or local taxes of any kind required by law to be withheld upon the
issuance of any shares of Stock upon the exercise of the Option. At the time of
such exercise, the Optionee shall pay to the Company or the Subsidiary, as the
case may be, any amount that the Company or the Subsidiary may reasonably
determine to be necessary to satisfy such withholding obligation. Subject to the
prior approval of the Company or the Subsidiary, which may be withheld by the
Company or the Subsidiary, as the case may be, in its sole discretion, the
Optionee may elect to satisfy such obligations, in whole or in part, (i) by
causing the Company or the Subsidiary to withhold shares of Stock otherwise
issuable to the Optionee or (ii) by delivering to the Company or the Subsidiary
shares of Stock already owned by the Optionee. The shares of Stock so delivered
or withheld shall have an aggregate Fair Market Value equal to such withholding
obligations. The Fair Market Value of the shares of Stock used to satisfy such
withholding obligation shall be determined by the Company or the Subsidiary as
of the date that the amount of tax to be withheld is to be determined. The
Optionee who has made an election pursuant to this Section 14 may satisfy his or
her withholding obligation only with shares of Stock that are not subject to any
repurchase, forfeiture, unfulfilled vesting, or other similar requirements.
15. SEVERABILITY
If any provision of the Plan or this Stock Option Agreement shall be
determined to be illegal or unenforceable by any court of law in any
jurisdiction, the remaining provisions thereof and hereof shall be severable and
enforceable in accordance with their terms, and all provisions shall remain
enforceable in any other jurisdiction.
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16. INTERPRETATION OF THIS STOCK OPTION AGREEMENT
All decisions and interpretations made by the Company or the Committee with
regard to any question arising under the Plan or this Stock Option Agreement
shall be final, binding and conclusive on the Company and the Optionee and any
other person entitled to exercise the Option as provided for herein.
17. GOVERNING LAW
The validity and construction of this Stock Option Agreement shall be
governed by the laws of the State of Delaware but not including the choice of
law rules thereof.
18. BINDING EFFECT
Subject to all restrictions provided for in this Stock Option Agreement,
the Plan and by applicable law limiting assignment and transfer of this Stock
Option Agreement and the Option provided for herein, this Stock Option Agreement
shall be binding upon and inure to the benefit of the parties hereto and their
respective heirs, executors, administrators, successors, and assigns.
19. NOTICE
All notices or other communications which may be or are required to be
given by any party to any other party pursuant to this Stock Option Agreement
shall be in writing and shall be mailed by first-class, registered or certified
mail, return receipt requested, postage prepaid, or transmitted by hand delivery
or telecopier (fax), addressed as follows:
If to the Company:
Global Imaging Systems, Inc.
PO Box 273478
Tampa, Florida 33688-3478
Attention: Raymond Schilling
Telecopy: (813) 264-7877
If to Optionee:
At the address set forth below under Optionee's name at the
foot of this Agreement.
Each party may designate by notice in writing a new address to which any notice
or other communication may thereafter be so given. Each notice or other
communication which shall be mailed, delivered or transmitted in the manner
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described above, shall be deemed sufficiently given for all purposes at such
time as it is delivered to the addressee with the return receipt, the delivery
receipt, the affidavit of personal courier or, with respect to a telecopy, upon
acknowledgment of receipt thereof and in all cases at such time as delivery is
refused by the addressee upon presentation.
20. ENTIRE AGREEMENT
This Stock Option Agreement and the Plan together constitute the
entire agreement between the parties hereto with respect to the subject matter
hereof. Neither this Stock Option Agreement nor any term hereof may be amended,
waived, discharged or terminated except by a written instrument signed by the
Company and the Optionee; provided, however, that the Company unilaterally may
-----------------
waive any provision hereof in writing to the extent that such waiver does not
adversely affect the interests of the Optionee hereunder, but no such waiver
shall operate as or be construed to be a subsequent waiver of the same provision
or a waiver of any other provision hereof.
IN WITNESS WHEREOF, the parties hereto have duly executed and
delivered this Stock Option Agreement, or caused this Stock Option Agreement to
be duly executed and delivered in their name and on their behalf, as of the day
and year first above written.
GLOBAL IMAGING SYSTEMS, INC.
By: /s/ Thomas S. Johnson
------------------------------------
Thomas S. Johnson
President and CEO
OPTIONEE:
/s/ Edward N. Patrone
-------------------------------------
Edward N. Patrone
101 South Nineteenth Ave.
Longport, NJ 08403
Exhibit A:
---------
Global Imaging Systems, Inc. 1998 Stock Option and Incentive Plan
See Attached
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