<PAGE> 1
As filed with the Securities and Exchange Commission on January 15, 1999
Registration No. 333-______________
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
NATIONSRENT, INC.
(Exact Name of Registrant as Specified in its Governing Instruments)
DELAWARE 31-1570069
(State or Other Jurisdiction of Incorporation or (I.R.S. Employer
Organization) Identification No.)
450 East Las Olas Boulevard, Suite 1400
Fort Lauderdale, Florida 33301
(954) 760-6550
(Address, Including Zip Code, and Telephone Number, Including Area Code, of
Registrant's Principal Executive Offices)
1998 Stock Option Plan
of Logan Equipment Corp.
(Full Title of the Plan)
Mr. James L. Kirk
Chairman, Chief Executive Officer and President
NationsRent, Inc.
450 East Las Olas Boulevard, Suite 1400
Fort Lauderdale, Florida 33301
(954) 760-6550
(Name, Address, Including Zip Code, and Telephone Number, Including Area Code,
of Agent for Service)
------------
Copies of all communications to:
Stephen K. Roddenberry
Akerman, Senterfitt & Eidson, P.A.
SunTrust International Center
One S.E. 3rd Avenue, 28th Floor
Miami, Florida 33131-1704
(305) 374-5600
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
========================================================================================================================
PROPOSED
MAXIMUM AMOUNT OF
TITLE OF CLASS OF AMOUNT TO PROPOSED MAXIMUM AGGREGATE REGISTRATION
SECURITIES TO BE REGISTERED BE REGISTERED (2) OFFERING PRICE PER SHARE (3) OFFERING PRICE (3) FEE
- ------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, par value $0.01 per
share (1) 196,293 shares $6.6875 $1,312,709 $365
========================================================================================================================
</TABLE>
(1) Consists of shares issuable under the 1998 Stock Option Plan
of Logan Equipment Corp. (the "Plan"), which have been converted into
options to purchase 196,293 shares of NationsRent, Inc. Common Stock
pursuant to that Amended and Restated Merger Agreement dated October
22, 1998, by and among NationsRent, Inc., NRI/LEC Merger Corp., Inc.,
Logan Equipment Corp., Bryan Rich and Douglas W. Suliman, Jr.
(2) This Registration Statement also covers any additional shares that may
hereafter become issuable as a result of the adjustment provisions of
the Plan and the previously granted stock options.
(3) Estimated solely for the purpose of calculating the registration fee in
accordance with Rule 457 under the Securities Act of 1933, as amended.
================================================================================
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PART I
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
The documents containing the information specified in Part I of Form
S-8 will be sent or given to participants in the 1998 Stock Option Plan of Logan
Equipment Corp. (the "Plan"), as specified by Rule 428(b)(1) promulgated by the
Securities and Exchange Commission (the "Commission") under the Securities Act
of 1933, as amended (the "Securities Act").
Such documents are not being filed with the Commission, but constitute
(along with the documents incorporated by reference into the Registration
Statement pursuant to Item 3 of Part II hereof) a prospectus that meets the
requirements of Section 10(a) of the Securities Act. The documents incorporated
by reference into the Registration Statement pursuant to Item 3 of Part II
hereof will be available to participants in the Plan and the recipients of the
previously granted stock options, without charge, upon written or oral request.
Any such request should be directed to Pamela K.M. Beall, Vice President,
Secretary and Treasurer, NationsRent, Inc., 450 East Las Olas Boulevard, Suite
1400, Fort Lauderdale, Florida 33301, Telephone (954) 760-6550.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
(Not Required in Prospectus)
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents, which have been filed by NationsRent, Inc.
(the "Company") with the Commission pursuant to the Securities Act or the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), are
incorporated herein by reference:
(a) The Company's Final Prospectus dated August 6, 1998, which
forms part of the Company's Registration Statement on Form S-1
(Regis. No. 333-56233);
(b) The Company's Quarterly Reports on Form 10-Q for the quarters
ended June 30, 1998 and September 30, 1998;
(c) The Company's Current Report on Form 8-K dated October 23,
1998;
(d) The Company's Amended Current Report on Form 8-K/A dated
October 23, 1998, as filed with the Securities and Exchange
Commission (the "Commission") on January 6, 1999; and
(e) The description of the Company's Common Stock contained in the
Company's Registration Statement on Form 8-A, as filed with
the Commission on July 13, 1998, and any amendment or report
filed with the Commission for the purpose of updating such
description.
In addition, all documents filed by the Company with the Commission
pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date
of this Registration Statement and prior to the termination of the offering
shall be deemed to be incorporated by reference into this Registration Statement
and to be a part hereof from the date of the filing of such document with the
Commission. Any statement contained in a document incorporated by reference
herein shall be deemed to be modified or superseded for purposes of the
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 superseded such statement. Any statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of the Registration Statement.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable. The class of securities to be offered is registered
under Section 12 of the Exchange Act.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Company's Amended and Restated Certificate of Incorporation (the
"Certificate") provides that the Company shall indemnify to the fullest extent
permitted by Section 145 of the Delaware General Corporation Law (the "DGCL"),
each person who is involved in any litigation or other proceeding because such
person is or was a director or officer of the Company, against all expense, loss
or liability reasonably incurred or suffered in connection therewith. The
Company's Amended and Restated Bylaws provide that a director or officer may be
paid expenses incurred in defending any proceeding in advance of its final
disposition upon receipt by the Company of an undertaking, by or on behalf of
the director or officer, to repay all amounts so advanced if it is ultimately
determined that such director or officer is not entitled to indemnification.
Section 145 of the DGCL permits a corporation to indemnify any director
or officer of the corporation against expenses (including attorneys' fees),
judgments, fines and amounts paid in settlement actually and reasonably incurred
in connection with any action, suit or proceeding brought by reason of the fact
that such person is or was a director or officer of the corporation, if such
person acted in good faith and in a manner that he reasonably believed to be in
or not opposed
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to the best interests of the corporation, and, with respect to any criminal
action or proceeding, if he had no reason to believe his conduct was unlawful.
In a derivative action, (i.e., one brought by or on behalf of the corporation),
indemnification may be made only for expenses, actually and reasonably incurred
by any director or officer in connection with the defense or settlement of such
an action or suit, if such person acted in good faith and in a manner that he
reasonably believed to be in or not opposed to the best interests of the
corporation, except that no indemnification shall be made if such person shall
have been adjudged to be liable to the corporation, unless and only to the
extent that the court in which the action or suite was brought shall determine
that the defendant is fairly and reasonably entitled to indemnity for such
expenses despite such adjudication of liability.
Pursuant to Section 102(b)(7) of the DGCL, the Certificate eliminates
the liability of a director to the corporation or its stockholders for monetary
damages for such breach of fiduciary duty as a director, except for liabilities
arising (i) from any breach of the director's duty of loyalty to the corporation
or its stockholders, (ii) from acts or omissions not in good faith or which
involve intentional misconduct or a knowing violation of law, (iii) under
Section 174 of the DGCL, or (iv) from any transaction from which the director
derived an improper personal benefit.
The Company intends to obtain primary and excess insurance policies
insuring the directors and officers of the Company and its subsidiaries against
certain liabilities they may incur in their capacity as directors and officers.
Under such policies, the insurer, on behalf of the Company, may also pay amounts
for which the Company has granted indemnification to the directors or officers.
Additionally, reference is made to the Underwriting Agreement filed as
Exhibit 1.1 to the Company's Registration Statement on Form S-1 (333-56233),
which provides for indemnification by the Underwriters of the Company, its
directors and officers who sign the Registration Statement and persons who
control the Company, under certain circumstances.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
The exhibits filed as part of this Registration Statement are as
follows:
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
------ -----------
<S> <C> <C>
4.1 -- Form of Amended and Restated Certificate of Incorporation of the Company
(incorporated by reference to Exhibit 3.1 of the Company's Registration
Statement on Form S-1 -- Regis. No. 333-56233).
4.2 -- Amended and Restated Bylaws of the Company (incorporated by
reference to Exhibit 3.2 of the Company's Registration Statement on Form
S-1 -- Regis. No. 333-56233).
4.3 -- Form of Certificate evidencing ownership of shares of Common Stock of
the Company (incorporated by reference to Exhibit 4.1 of the Company's
Registration Statement on Form S-1 -- Regis. No. 333-56233).
5.1 -- Opinion of Akerman, Senterfitt & Eidson, P.A.
10.1 -- 1998 Stock Option Plan of Logan Equipment Corp.
</TABLE>
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<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
------ -----------
<S> <C> <C>
23.1 -- Consent of Arthur Andersen LLP.
23.2 -- Consent of Akerman, Senterfitt & Eidson, P.A. (included in opinion filed
as Exhibit 5.1).
24.1 -- Powers of Attorney (included as part of the signature page hereto).
</TABLE>
ITEM 9. UNDERTAKINGS.
The undersigned Registrant hereby undertakes:
A. (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; and
(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 (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 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 herein, 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 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 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
is, therefore unenforceable in the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of expenses
incurred 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
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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 and as expressed in the Securities Act and will be
governed by the final adjudication of such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
the Registrant has duly caused this Registration Statement on Form S-8 to be
signed on its behalf by the undersigned, thereunto duly approved, in the City of
Fort Lauderdale, State of Florida, on the 15th day of January, 1999.
NATIONSRENT, INC.
By: /s/ James L. Kirk
-----------------------------------------------
James L. Kirk
Chairman, Chief Executive Officer and President
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below hereby constitutes and appoints Gene J. Ostrow and Kris E. Hansel
his true and lawful attorneys-in-fact, each acting alone, with full powers of
substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities to sign any or all amendments, including any
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, hereby ratifying and confirming all that
said attorneys-in-fact or their substitutes, each acting alone, may lawfully do
or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement on Form S-8 has been signed by the following persons in
their capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
/s/ James L. Kirk Chairman of the Board, Chief January 15, 1999
---------------------------------- Executive Officer and President
James L. Kirk (Principal Executive Officer)
Executive Vice President and Chief
/s/ Gene J. Ostrow Financial Officer (Principal Financial January 15, 1999
---------------------------------- Officer)
Gene J. Ostrow
/s/ Kris E. Hansel Vice President and Controller January 15, 1999
---------------------------------- (Principal Accounting Officer)
Kris E. Hansel
/s/ Thomas H. Bruinooge Director January 15, 1999
----------------------------------
Thomas H. Bruinooge
/s/ Gary L. Gabriel Director January 15, 1999
----------------------------------
Gary L. Gabriel
</TABLE>
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<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
/s/ Harris W. Hudson Director January 15, 1999
--------------------------------
Harris W. Hudson
/s/ H. Wayne Huizenga Director January 15, 1999
--------------------------------
H. Wayne Huizenga
</TABLE>
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EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
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<S> <C> <C>
4.1 -- Form of Amended and Restated Certificate of Incorporation of the Company
(incorporated by reference to Exhibit 3.1 of the Company's Registration
Statement on Form S-1 -- Regis. No. 333-56233).
4.2 -- Amended and Restated Bylaws of the Company (incorporated by
reference to Exhibit 3.2 of the Company's Registration Statement on Form
S-1 -- Regis. No. 333-56233).
4.3 -- Form of Certificate evidencing ownership of shares of Common Stock of
the Company (incorporated by reference to Exhibit 4.1 of the Company's
Registration Statement on Form S-1 -- Regis. No. 333-56233).
5.1 -- Opinion of Akerman, Senterfitt & Eidson, P.A.
10.1 -- 1998 Stock Option Plan of Logan Equipment Corp.
23.1 -- Consent of Arthur Andersen LLP.
23.2 -- Consent of Akerman, Senterfitt & Eidson, P.A. (included in opinion filed
as Exhibit 5.1).
24.1 -- Powers of Attorney (included as part of the signature page hereto).
</TABLE>
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EXHIBIT 5.1
Akerman, Senterfitt & Eidson, P.A.
Attorneys at Law
SunTrust International Center
28th Floor
One S.E. Third Avenue
Miami, Florida 33131-1704
(305) 374-5600
Telecopy (305) 374-5095
January 15, 1999
NationsRent, Inc.
450 East Las Olas Boulevard, Suite 1400
Fort Lauderdale, FL 33301
Gentlemen:
We have acted as counsel to NationsRent, Inc., a Delaware corporation
(the "Company"), with respect to the filing by the Company with the Securities
and Exchange Commission under the Securities Act of 1933, as amended, of a
Registration Statement on Form S-8 (the "Registration Statement") covering the
issuance of up to 196,293 shares of the Company's common stock, par value $0.01
per share (the "Shares").
Based on our review of such documents and records as we have deemed
necessary and appropriate, we are of the opinion that:
1. The Company is duly formed and validly existing as a
corporation in good standing under the laws of the State of
Delaware.
2. The Shares have been duly authorized for issuance, and, when
sold, issued and paid for as contemplated by the Registration
Statement, will be validly and legally issued, fully paid and
nonassessable under the laws of the State of Delaware.
We consent to the filing of this opinion of counsel as Exhibit 5.1 to
the Registration Statement.
Very truly yours,
AKERMAN, SENTERFITT & EIDSON, P.A.
/s/ Akerman, Senterfitt & Eidson, P.A.
<PAGE> 1
EXHIBIT 10.1
1998 STOCK OPTION PLAN
OF
LOGAN EQUIPMENT CORP.
1. PURPOSE. The purpose of this Stock Option Plan is to advance the
interests of the Corporation by encouraging and enabling the acquisition of a
larger personal proprietary interest in the Corporation by directors, key
employees, consultants and independent contractors who are employed by, or
perform services for, the Corporation and its Subsidiaries and upon whose
judgment and keen interest the Corporation is largely dependent for the
successful conduct of its operations. It is anticipated that the acquisition of
such proprietary interest in the Corporation will stimulate the efforts of such
directors, key employees, consultants and independent contractors on behalf of
the Corporation and its Subsidiaries and strengthen their desire to remain with
the Corporation and its Subsidiaries. It is also expected that the opportunity
to acquire such a proprietary interest will enable the Corporation and its
Subsidiaries to attract desirable personnel, directors and other service
providers.
2. DEFINITIONS. When used in this Plan, unless the context otherwise
requires:
(a) "Board of Directors" shall mean the Board of Directors of
the Corporation, as constituted at any time.
(b) "Cause" shall mean, with respect to the holder of an
Option, only that the holder (A) has been grossly negligent in the performance
of his duties to the Corporation or a Subsidiary, (B) has willfully disregarded
his duties to the Corporation or a Subsidiary, or (C) has been convicted of a
criminal offense (other than minor infractions such as traffic violations or
similar offenses).
(c) "Chairman of the Board" shall mean the person who at the
time shall be Chairman of the Board of Directors.
(d) "Change in Control" shall mean the occurrence of any of
the following events: (i) any person (except the Corporation, any Subsidiary of
the Corporation, any employee benefit plan of the Corporation or of any
Subsidiary of the Corporation, or any person or entity organized, appointed or
established by the Corporation for or pursuant to the terms of any such employee
benefit plan), together with all affiliates and associates of such person,
becomes the beneficial owner, directly or indirectly, in the aggregate of 51% or
more of the value of the outstanding equity or combined voting power of the then
outstanding voting securities of the Corporation entitled to vote generally in
the election of directors; or (ii) the shareholders of the Corporation approve a
merger or consolidation the result of which is that the shareholders of the
Corporation do not own or control at least 50% or more of the value of the
outstanding equity or combined voting power of the then outstanding voting
securities of the Corporation entitled to vote generally in the election of
directors, or (iii) there occurs a sale or other disposition of all or
substantially all of the Corporation's assets or a plan of liquidation is
approved; provided, however, that an internal reorganization shall not
constitute a Change in Control if the shareholders of the Corporation own or
control, directly or indirectly, at least 50% or more of the value of the
outstanding equity or combined voting power of the then outstanding voting
securities of the new company entitled to vote generally in the election of
directors of that company.
<PAGE> 2
(e) "Committee" shall mean the Committee hereinafter described
in Section 3.
(f) "Corporation" shall mean Logan Equipment Corp., a
Massachusetts corporation.
(g) "Fair Market Value" on a specified date shall mean the
closing price at which one Share is traded on the stock exchange, if any, on
which Shares are primarily traded, or the last sale price or average of the bid
and asked closing prices at which one Share is traded on the over-the-counter
market, as reported on the National Association of Security Dealers Automated
Quotation System, but if no Shares were traded on such date, then on the last
previous date on which a Share was so traded, or, if none of the above are
applicable the value of a Share as established by the Committee for such date
using any reasonable method of valuation.
(h) "Good Reason" shall mean, with respect to the holder of an
Option, any of the following, as applicable to the holder: (i) if the holder is
a director of the Corporation or a Subsidiary and not also an employee of the
Corporation or a Subsidiary, then with respect to such holder, Good Reason shall
mean either the holder's resignation at the request of the Corporation or
Subsidiary or the holder's defeat for re-election to the Board of Directors or
the board of directors of a Subsidiary in a vote of shareholders, (ii) if the
holder is subject to any employment agreement with the Corporation or a
Subsidiary at the date on which a Change in Control occurs and such employment
agreement contains a provision for resignation for "Good Reason," then Good
Reason as used in the Plan shall have the same meaning as is set forth in such
employment agreement subject to the terms and conditions thereof, and (iii) if
the holder is an employee of the Corporation or a Subsidiary and is not subject
to an employment agreement with the Corporation or a Subsidiary (as of the date
of a Change in Control) which contains a provision for resignation for "Good
Reason," then with respect to such holder, Good Reason shall mean the occurrence
of any of the following events:
(A) a substantial reduction in the holder's base
salary;
(B) a material reduction in the holder's position,
duties or responsibilities with respect to his
employment by the Corporation or a Subsidiary
without the holder's prior written consent;
(C) a substantial reduction in the holder's annual
bonus amount;
(D) an actual change in the holder's place of
employment which is not within a 35-mile radius
of his place of employment immediately before
such change, without the holder's prior written
consent;
(E) any material breach by the Corporation or a
Subsidiary of any employment agreement with the
holder.
(i) "Options" shall mean the stock options granted pursuant to
this Plan.
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(j) "Plan" shall mean this 1998 Stock Option Plan of Logan
Equipment Corp., as adopted by the Board of Directors and approved by
shareholders of the Corporation on March 17, 1998, as such Plan from time to
time may be amended.
(k) "Share" shall mean a share of common stock of the
Corporation.
(l) "Subsidiary" shall mean any corporation 50% or more of
whose stock having general voting power is owned by the Corporation, or by
another Subsidiary as herein defined, of the Corporation.
3. COMMITTEE. The Plan shall be administered by the Board of Directors
or a Committee appointed by the Board of Directors; provided, however, that from
and after the effective date of the registration of the Corporation's Shares
under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), the
Plan shall be administered by a Committee which shall consist of two or more
directors of the Corporation, each of whom shall be a "Non-Employee Director"
within the meaning of Rule 16b-3 under the Exchange Act and an "outside
director" within the meaning of Section 162(m) of the Internal Revenue Code of
1986, as amended (the "Internal Revenue Code"). The members of the Committee
shall be selected by the Board of Directors. Any member of the Committee may
resign by giving written notice thereof to the Board of Directors, and any
member of the Committee may be removed at any time, with or without Cause, by
the Board of Directors. If, for any reason, a member of the Committee shall
cease to serve, the vacancy shall be filled by the Board of Directors. The
Committee shall establish such rules and procedures as are necessary or
advisable to administer the Plan.
4. PARTICIPANTS. The class of persons who are potential recipients of
Options granted under this Plan consist of the (i) directors of the Corporation
or a Subsidiary, (ii) employees of the Corporation or a Subsidiary, as
determined by the Committee and (iii) consultants and independent contractors
used by the Corporation or a Subsidiary, as determined by the Committee in its
sole discretion. The directors, employees, consultants and independent
contractors to whom Options are granted under this Plan, and the number of
Shares subject to each such Option (which may include fractional Shares), shall
be determined by the Committee in its sole discretion, subject, however, to the
terms and conditions of this Plan.
5. SHARES. The Committee may, but shall not be required to, grant, in
accordance with this Plan, Options to purchase an aggregate of up to 3 Shares
(subject to adjustment pursuant to Section 13), which may be either Shares held
in treasury or authorized but unissued Shares. The maximum number of Shares
which may be the subject of Options granted to any individual during any
calendar year shall not exceed 0.5 Shares. If the Shares that would be issued or
transferred pursuant to any Option are not issued or transferred and cease to be
issuable or transferable for any reason, the number of Shares subject to such
Option will no longer be charged against the limitation provided for herein and
may again be made subject to Options; provided, however, that with respect to
any Option granted to any person who is a "covered employee" as defined in
Section 162(m) of the Code and the regulations promulgated thereunder that is
canceled or repriced, the number of Shares subject to such Option shall continue
to count against the maximum number of Shares which may be the subject of
Options granted to such person and such maximum number of Shares shall be
determined in accordance with Section 162(m) of the Code and the regulations
promulgated thereunder.
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<PAGE> 4
At the time an Option is granted, the Committee may, in its sole
discretion, designate whether such Option (a) is to be considered as an
incentive stock option within the meaning of Section 422 of the Internal Revenue
Code, or (b) is not to be treated as an incentive stock option for purposes of
this Plan and the Internal Revenue Code. No Option which is intended to qualify
as an incentive stock option shall be granted under this Plan to any individual
who, at the time of such grant, is not an employee of the Corporation or a
Subsidiary.
Notwithstanding any other provision of this Plan to the contrary, to
the extent that the aggregate Fair Market Value (determined as of the date an
Option is granted) of the Shares with respect to which Options which are
designated as incentive stock options, and any other incentive stock options,
granted to an employee (under this Plan, or any other incentive stock option
plan maintained by the Corporation or any Subsidiary that meets the requirements
of Section 422 of the Internal Revenue Code) first become exercisable in any
calendar year exceeds $100,000, such Options shall be treated as Options which
are not incentive stock options. Options with respect to which no designation is
made by the Committee shall be deemed to be incentive stock options to the
extent that the $100,000 limitation described in the preceding sentence is met.
This paragraph shall be applied by taking options into account in the order in
which they are granted.
If any Option shall expire, be cancelled or terminate for any reason
without having been exercised in full, the unpurchased Shares subject thereto
may again be made subject to Options under the Plan.
Nothing herein contained shall be construed to prohibit the issuance of
Options at different times to the same employee, director, consultant or
independent contractor.
A certificate of Option signed by the Chairman of the Board of
Directors or the President or a Vice President of the Corporation, shall be
issued to each person to whom an Option is granted. The certificate of Option
for an Option shall be legended to indicate whether or not the Option is an
incentive stock option. The certificate of Option for an Option which is
intended to qualify as an incentive stock option shall be in the form attached
hereto as Exhibit A and the certificate of Option for an Option which is not to
be treated as an incentive stock option shall be in the form attached hereto as
Exhibit B.
6. PRICE. The price per Share of the Shares to be purchased pursuant to
the exercise of any Option shall be fixed by the Committee at the time of grant;
provided, however, that the purchase price per share of the Shares to be
purchased pursuant to the exercise of an Option which is intended to be an
incentive stock option shall not be less than the Fair Market Value of a Share
on the day on which the Option is granted.
7. DURATION OF OPTIONS. The duration of any Option granted under this
Plan shall be fixed by the Committee in its sole discretion; provided, however,
that no Option shall remain in effect for a period of more than ten years from
the date upon which the Option is granted.
8. TEN PERCENT SHAREHOLDERS. Notwithstanding any other provision of
this Plan to the contrary, no Option which is intended to qualify as an
incentive stock option may be granted under
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<PAGE> 5
this Plan to any employee who, at the time the Option is granted, owns shares
possessing more than ten percent of the total combined voting power or value of
all classes of stock of the Corporation, unless the exercise price under such
Option is at least 110% of the Fair Market Value of a Share on the date such
Option is granted and the duration of such Option is no more than five years.
9. CONSIDERATION FOR OPTIONS. The Corporation shall obtain such
consideration for the grant of an Option as the Committee in its discretion may
request.
10. RESTRICTIONS ON TRANSFERABILITY OF OPTIONS. Options shall not be
transferable otherwise than by will or by the laws of descent and distribution
or as provided in this Section 12. Notwithstanding the preceding the Committee
may, in its discretion, authorize a transfer of all or a portion of any Option,
other than an Option which is intended to qualify as incentive stock option, by
the initial holder to (i) the spouse, children, stepchildren, grandchildren or
other family members of the initial holder ("Family Members"), (ii) a trust or
trusts for the exclusive benefit of such Family Members, (iii) a corporation or
partnership in which such Family Members and the initial holder are the only
shareholders or partners, or (iv) such other persons or entities which the
Committee may permit; provided, however, that subsequent transfers of such
Options shall be prohibited except by will or the laws of descent and
distribution. Any transfer of such an Option shall be subject to such terms and
conditions as the Committee shall approve, including that such Option shall
continue to be subject to the terms and conditions of the Option and of the Plan
as amended from time to time. The events of termination of employment or service
under Section 12 shall continue to be applied with respect to the initial
holder, following which a transferred Option shall be exercisable by the
transferee only to the extent and for the periods specified under Section 12. An
Option which is intended to qualify as an incentive stock option shall not be
transferable otherwise than by will or by the laws of descent and distribution
and shall be exercisable during the holder's lifetime only by the holder
thereof.
11. EXERCISE OF OPTIONS. An Option, after the grant thereof, shall be
exercisable by the holder at such rate and times as may be fixed by the
Committee.
Notwithstanding the foregoing, all or any part of any remaining
unexercised Options granted to any person may be exercised in the following
circumstances (but in no event after the expiration of the term of any of such
Options): (a) immediately upon (i) the holder's termination of employment or
service by the Corporation or any of its Subsidiaries without Cause, (ii) the
holder's termination of employment or service with the Corporation or any of its
Subsidiaries with Good Reason, or (iii) the holder's retirement from the
Corporation and all Subsidiaries at or after age 62, in each case under clauses
(i) through (iii) hereof upon or following a Change in Control, (b) upon the
disability (to the extent and in a manner as shall be determined by the
Committee in its sole discretion) or death of the holder, or (c) upon the
occurrence of such special circumstance or event as in the opinion of the
Committee merits special consideration. Notwithstanding any other provision of
the Plan, if a Change in Control occurs, then the terms "Corporation" and
"Subsidiary" as used in the Plan shall include any successor corporation or
parent or subsidiary corporation thereof which employs the holder of an Option
or for which the holder of an Option performs services.
An Option shall be exercised by the delivery of a written notice duly
signed by the holder thereof to such effect, together with the Option
certificate and the full purchase price of the Shares
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<PAGE> 6
purchased pursuant to the exercise of the Option, to the Chairman of the Board
or an officer of the Corporation appointed by the Chairman of the Board for the
purpose of receiving the same. Payment of the full purchase price shall be made
as follows: in cash; by check payable to the order of the Corporation; if
determined by the Committee at the time of grant, by directing the Corporation
to withhold, from the number of Shares being so purchased, such number of Shares
as shall have a Fair Market Value on the date of such exercise equal to the
aggregate purchase price plus any applicable withholding taxes; if determined by
the Committee at the time of grant, in the form of a promissory note payable
over a period of time and at an interest rate determined by the Committee; or by
such other methods as the Committee may permit from time to time. No Option may
be granted pursuant to the Plan or exercised at any time when such Option, or
the granting, exercise or payment thereof, may result in the violation of any
law or governmental order or regulation.
Within a reasonable time after the exercise of an Option, the
Corporation shall cause to be delivered to the person entitled thereto, a
certificate for the Shares purchased pursuant to the exercise of the Option. If
the Option shall have been exercised with respect to less than all of the Shares
subject to the Option, the Corporation shall also cause to be delivered to the
person entitled thereto a new Option certificate in replacement of the
certificate surrendered at the time of the exercise of the Option, indicating
the number of Shares with respect to which the Option remains available for
exercise, or the original Option certificate shall be endorsed to give effect to
the partial exercise thereof.
12. TERMINATION OF EMPLOYMENT OR SERVICE; REPURCHASE OF SHARES. (a) All
or any part of any Option, to the extent unexercised, shall terminate
immediately (i) in the case of an employee, upon the cessation or termination
for any reason of the Option holder's employment by the Corporation and all
Subsidiaries, or (ii) in the case of a director, consultant or independent
contractor of the Corporation or a Subsidiary who is not also an employee of the
Corporation or a Subsidiary, upon the holder's ceasing to serve as a director,
consultant or independent contractor of the Corporation or a Subsidiary, except
that in either case the Option holder shall have three months following the
cessation of his employment with the Corporation and Subsidiaries or his service
as a director, consultant or independent contractor of the Corporation or a
Subsidiary, as the case may be, and no longer, to exercise any unexercised
Option that he could have exercised on the day on which such employment, or
service as a director, consultant or independent contractor, terminated;
provided that such exercise must be accomplished prior to the expiration of the
term of such Option. Notwithstanding the foregoing, if the cessation of
employment or service as a director, consultant or independent contractor is due
to disability (to an extent and in a manner as shall be determined in each case
by the Committee in its sole discretion) or to death, the Option holder or the
representative of the Estate or the heirs of a deceased Option holder shall have
the privilege of exercising the Options which are unexercised at the time of
such disability or death; provided, however, that such exercise must be
accomplished prior to the expiration of the term of such Option and within six
months of the Option holder's cessation of employment or service due to such
disability or death, as the case may be. If the employment or service of any
Option holder with the Corporation or a Subsidiary shall be terminated for
Cause, all unexercised Options of such Option holder shall terminate immediately
upon such termination of the holder's employment or service with the Corporation
and all Subsidiaries, and an Option holder whose employment or service with the
Corporation and Subsidiaries is so terminated, shall have no right after such
termination to exercise any unexercised Option he might have exercised prior to
the termination of his employment or service with the Corporation and
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<PAGE> 7
Subsidiaries. Nothing contained herein or in the Option certificate shall be
construed to confer on any employee or director any right to be continued in the
employ of the Corporation or any Subsidiary or as a director of the Corporation
or a Subsidiary or derogate from any right of the Corporation and any Subsidiary
to request the resignation of or discharge any employee, director, consultant or
independent contractor (without or with pay), at any time, with or without
Cause.
(b) In the event of a holder's termination of employment or service,
the Corporation shall have the right at any time thereafter to repurchase Shares
purchased pursuant to the exercise of an Option at a price equal to the Fair
Market Value of such Shares on the date of repurchase; provided, however, that
the Corporation shall not repurchase Shares purchased pursuant to the exercise
of an Option which is intended to qualify as an incentive stock option within
one year after the date of exercise or two years after the date of grant of such
Option. In addition to the foregoing, the holder of Shares purchased pursuant to
the exercise of an Option may, at any time following the earlier of (i) five
years after such exercise or (ii) the holder's termination of employment or
service, require the Corporation to repurchase such Shares at a price equal to
the Fair Market Value of such Shares on the date of repurchase; provided, that
the holder shall not require the Corporation to repurchase Shares purchased
pursuant to the exercise of an Option which is intended to qualify as an
incentive stock option within one year after the date of exercise or two years
after the date of grant of such Option. Payment for any Shares repurchased
pursuant to this Subsection (b) shall be made either in cash or by check payable
to the order of the holder at the time of such repurchase or, in the sole
discretion of the Corporation, by payment of the principal in equal installments
(no less frequently than annually) over a five-year period, with interest at the
applicable Federal rate in effect at the time of such repurchase under Section
1274 of the Internal Revenue Code. If the Corporation determines to pay for any
Shares repurchased pursuant to this Subsection (b) over a five-year period, the
Corporation's obligation for such payments shall not be transferable or
assignable, except by will or the laws of descent and distribution.
Notwithstanding any other provision of the Plan, the provisions of this
Subsection (b) shall expire on the effective date of the Corporation's initial
public offering of Shares in a transaction registered under the Securities Act
of 1933, as amended (the "Securities Act"), through a recognized underwriter,
except that any five-year payment obligation of the Corporation pursuant to a
repurchase of Shares under this Subsection (b) prior to such an initial public
offering shall continue in effect.
13. ADJUSTMENT; CERTAIN TRANSACTIONS. If prior to the complete exercise
of any Option there shall be declared and paid a stock dividend upon the common
stock of the Corporation or if the common stock of the Corporation shall be
split up, converted, exchanged, reclassified, or in any way substituted for, the
Option, to the extent that it has not been exercised, shall entitle the holder
thereof upon the future exercise of the Option to such number and kind of
securities or other property subject to the terms of the Option to which he
would have been entitled had he actually owned the Shares subject to the
unexercised portion of the Option at the time of the occurrence of such stock
dividend, split-up, conversion, exchange, reclassification or substitution; and
the aggregate purchase price upon the future exercise of the Option shall be the
same as if the originally optioned Shares were being purchased thereunder.
Notwithstanding any other provision of the Plan, upon the dissolution
or liquidation of the Corporation, or the occurrence of a merger or
consolidation in which the Corporation is not the surviving corporation, or in
which the Corporation becomes a subsidiary of another corporation or
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<PAGE> 8
in which the voting securities of the Corporation outstanding immediately prior
thereto do not continue to represent (either by remaining outstanding or by
being converted into voting securities of the surviving entity) more than 50% of
the combined voting securities of the Corporation or such surviving entity
immediately after such merger or consolidation, or upon a spin-off (including a
reverse spin-off) by the Corporation, but only as to the holders of Options who
are to be employed immediately after the spin-off by the entity which represents
less than fifty percent (50%) of the value of the Corporation immediately prior
to the transaction and any holders who will serve as directors of such entity
and not of the Corporation, or upon the sale of all or substantially all of the
assets of the Corporation, the Options granted hereunder shall terminate, unless
provision is made by the Corporation in connection with such transaction for the
assumption of Options theretofore granted, or the substitution for such Options
of new options of the successor corporation or a parent or subsidiary thereof,
with appropriate adjustments as to the number and kinds of shares and the per
share exercise prices. In the event the Options terminate as aforesaid in
connection with such a dissolution, liquidation, merger, consolidation, spin-off
or sale, the holder of any such Option shall be entitled to receive from the
Corporation an amount equal to the excess of (i) the Fair Market Value
(determined on the basis of the amount received by shareholders in connection
with such transaction) of the Shares subject to the portion of the Option not
theretofore exercised (whether or not the Option is then exercisable pursuant to
its terms or otherwise), over (ii) the aggregate purchase price which would be
payable for such Shares upon the exercise of the Option. In the event of any
other change in the corporate structure or outstanding Shares, the Committee may
make such equitable adjustments to the number of Shares and the class of shares
available hereunder or to any outstanding Options as it shall deem appropriate
to prevent dilution or enlargement of rights.
14. ISSUANCE OF SHARES AND COMPLIANCE WITH SECURITIES ACT. Any person
exercising an Option shall make such representations and furnish such
information as may, in the opinion of counsel for the Corporation, be
appropriate to permit the Corporation, in the light of the then existence or
non-existence with respect to such Shares of an effective Registration Statement
under the Securities Act, to issue the Shares in compliance with the provisions
of the Securities Act or any comparable act. The Corporation shall have the
right, in its sole discretion, to legend any Shares which may be issued pursuant
to the exercise of an Option, or may issue stop transfer orders in respect
thereof.
15. INCOME TAX WITHHOLDING. If the Corporation or a Subsidiary shall be
required to withhold any amounts by reason of any Federal, State or local tax
rules or regulations in respect of the issuance of Shares pursuant to the
exercise of an Option, the Corporation or the Subsidiary shall be entitled to
deduct and withhold such amounts from any cash payments to be made to the holder
of such Option. In any event, the holder shall make available to the Corporation
or Subsidiary, promptly when requested by the Corporation or such Subsidiary,
sufficient funds to meet the requirements of such withholding; and the
Corporation or Subsidiary shall be entitled to take and authorize such steps as
it may deem advisable in order to have such funds made available to the
Corporation or Subsidiary out of any funds or property due or to become due to
the holder of such Option.
16. ADMINISTRATION AND AMENDMENT OF THE PLAN. Except as hereinafter
provided, the Board of Directors or the Committee may at any time withdraw or
from time to time amend the Plan as it relates to, and the terms and conditions
of, any Options not theretofore granted, and the Board of Directors or the
Committee, with the consent of the affected holder of an Option, may at any time
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<PAGE> 9
withdraw or from time to time amend the Plan as it relates to, and the terms and
conditions of, any outstanding Option. Notwithstanding the foregoing, any
amendment by the Board of Directors or the Committee which would increase the
number of Shares issuable under Options granted pursuant to the Plan or to any
individual during any calendar year or change the class of persons to whom
Options may be granted shall be subject to the approval of the shareholders of
the Corporation within one year of such amendment.
Determinations of the Committee as to any question which may arise with
respect to the interpretation of the provisions of the Plan and Options shall be
final. The Committee may authorize and establish such rules, regulations and
revisions thereof not inconsistent with the provisions of the Plan, as it may
deem advisable to make the Plan and Options effective or provide for their
administration, and may take such other action with regard to the Plan and
Options as it shall deem desirable to effectuate their purpose.
17. EFFECTIVE DATE. This Plan shall be effective as of March 17, 1998.
18. FINAL ISSUANCE DATE. No Option shall be granted under the Plan
after March 17, 2008.
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<PAGE> 10
EXHIBIT A
OPTION CERTIFICATE
INCENTIVE STOCK OPTION
(Non-Assignable)
___________ Shares
To Purchase Common Stock of
LOGAN EQUIPMENT CORP.
Issued Pursuant to the 1998 Stock
Option Plan of Logan Equipment Corp.
THIS CERTIFIES that on ________________, 199_, ___________ (the
"Holder") was granted an incentive stock option ("Option"), pursuant to the 1998
Stock Option Plan of Logan Equipment Corp. (the "Plan"), to purchase at the
Option price of $ per share all or any part of ____________________ fully paid
and non-assessable shares ("Shares") of the Common Stock of Logan Equipment
Corp. ("Corporation"), a Massachusetts corporation, upon and subject to the
following terms and conditions.
This Option shall expire on _________________, 200_.
This Option may be exercised or surrendered during the
Holder's lifetime only by the Holder. This Option shall not be transferable by
the Holder otherwise than by will or by the laws of descent and distribution.
Except as otherwise provided in the Plan, this Option shall be
exercisable as follows: [Add vesting schedule]. Notwithstanding the foregoing,
this Option may not in any event be exercised after its expiration date.
Payment of the purchase price for the Shares to be purchased
pursuant to any exercise of the Option shall be made in cash; or by check
payable to the order of the Corporation [; or by the Holder's directing the
Corporation to withhold, from the number of Shares being so purchased, such
number of Shares as shall have a Fair Market Value (as defined in the Plan) on
the date of such exercise equal to the aggregate purchase price plus any
applicable withholding taxes] [;or by the Holder's delivery to the Corporation
of a promissory note in the form annexed hereto as Annex I].
In the event that any Shares purchased pursuant to the
exercise of this Option are repurchased by the Corporation, payment by the
Corporation for any Shares so repurchased shall be made either in cash or by
check payable to the Holder at the time of such repurchase or, in the discretion
of the Corporation, by the issuance by the Corporation of a note having a
five-year maturity and bearing interest at the applicable Federal rate in effect
at the time of such repurchase under Section 1274 of the Internal Revenue Code
of 1986, as amended, as determined by the Corporation.
The Option and this Option certificate are issued pursuant to
and are subject to all of the terms and conditions of the Plan, the terms and
conditions of which are hereby incorporated as though set forth at length, and a
copy of which is attached to this certificate. A determination of the Committee
under the Plan as to any questions which may arise with respect to the
interpretation of
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<PAGE> 11
the provisions of the Option and of the Plan shall be final. The Committee may
authorize and establish such rules, regulations and revisions thereof not
inconsistent with the provisions of the Plan, as it may deem advisable.
WITNESS the signature of the Corporation's duly authorized officer.
Dated as of _______________________, 199_.
LOGAN EQUIPMENT CORP.
By:
---------------------------
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<PAGE> 12
ANNEX I
PROMISSORY NOTE
$__________ Date: _______, 199_
FOR VALUE RECEIVED, the undersigned, ______________ ("Borrower"),
promises to pay to the order of Logan Equipment Corp., a Massachusetts
corporation ("Lender"), the principal amount of _____________________ dollars
($_________).
1. PAYMENTS.
(a) Borrower shall pay the principal amount, together with
interest thereon at the rate specified in Section 2 below, in __ consecutive
equal [monthly] [quarterly] installments of $_______, each such installment
payable on the first day of each [calendar month] [calendar quarter], with the
first such installment payable on _________, 199_.
(b) Borrower may, at his option, at any time prepay the
principal amount of this Note without penalty.
(c) If any payment hereunder becomes due on a day that is not
a business day, such payment shall become due on the next succeeding business
day.
2. INTEREST RATE. Interest shall be at the rate of [add interest rate,
which shall not be less than the applicable Federal rate in effect at the time
of the loan under Section 1274 of the Internal Revenue Code].
3. FORM OF PAYMENTS. All payments hereunder shall be made in lawful
money of the United States of America at the address of Lender set forth below,
or at such other place or places as the Lender may designate by notice to
Borrower.
4. WAIVER. Borrower hereby waives diligence, presentment, demand,
protest and notice of any kind. The non-exercise by Lender of any of its rights
hereunder in any particular instance shall not constitute a waiver thereof in
that or any subsequent instance.
5. EVENTS OF DEFAULT. In the case of the happening of any of the
following events (each called an "Event of Default"):
(a) Borrower shall default in the payment of the principal of
this Note, and interest thereon, as and when due and payable;
(b) Borrower shall (A) become insolvent or admit in writing
his inability to pay his debts as they mature, (B) apply for, consent to, or
acquiesce in the appointment of a receiver, trustee, liquidator or similar
official for himself or any assets of himself, (C) make a general assignment for
the benefit of creditors, (D) be adjudicated a bankrupt or insolvent, (E)
voluntarily commence a proceeding or file a petition under any law relating to
bankruptcy, insolvency, the relief of debtors or the liquidation or adjustment
of indebtedness or (F) consent to the institution of, or fail
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<PAGE> 13
to contest in a timely and appropriate manner, any proceeding or the filing of
any petition described in paragraph (c) below;
(c) an involuntary proceeding shall have been commenced or an
involuntary petition shall have been filed under any law relating to bankruptcy,
insolvency, the relief of debtors or the liquidation or adjustment of
indebtedness, against Borrower, or the assets of Borrower, and such proceeding
or petition shall not be dismissed within thirty (30) days;
(d) there shall be commenced against Borrower any case,
proceeding or other action seeking issuance of a warrant of attachment,
execution, or similar process against all or any substantial part of his assets
that results in the entry of an order for any such relief that shall not have
been vacated, discharged, or stayed or bonded pending appeal within sixty (60)
days from the entry thereof;
(e) Borrower shall take any action in furtherance of, or
indicating his consent to, approval of, or acquiescence in, any of the acts set
forth in paragraph (d) above; or
(f) one or more judgments or decrees shall be entered against
Borrower not paid or fully covered by insurance and all such judgments or
decrees shall not have been vacated, discharged, or stayed or bonded pending
appeal within sixty (60) days from the entry thereof;
then, and in every such event, and at any time thereafter during the continuance
of such event, Lender may, by written notice to Borrower, declare this Note to
be (provided, however, that in the case of an event described in paragraph (b),
(c), (d), (e) or (f) above, this Note shall automatically become) immediately
due and payable, whereupon this Note shall become immediately due and payable
without presentment, demand, protest or other notice of any kind, all of which
are hereby expressly waived by Borrower, anything contained herein to the
contrary notwithstanding. In addition, upon the occurrence of an Event of
Default, Lender may exercise any or all rights, powers and remedies available to
Lender at law or in equity or by statute or otherwise for the protection and
enforcement of the rights of Lender. Borrower agrees to pay all collection
expenses, court costs, and reasonable attorney fees and disbursements (whether
or not litigation is commenced) that may be incurred in connection with the
collection or enforcement of this Note.
6. GOVERNING LAW. THIS NOTE SHALL BE CONSTRUED, INTERPRETED AND THE
RIGHTS OF THE PARTIES DETERMINED IN ACCORDANCE WITH THE LAWS OF THE STATE OF
[MASSACHUSETTS] (WITHOUT REFERENCE TO THE CHOICE OF LAW PROVISIONS OF
[MASSACHUSETTS]).
Borrower:
-------------------------------------------
[Add Borrower's Name]
Address of Lender:
[Add Address]
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<PAGE> 14
EXHIBIT B
OPTION CERTIFICATE
NON-QUALIFIED STOCK OPTION
___________ Shares
To Purchase Common Stock of
LOGAN EQUIPMENT CORP.
Issued Pursuant to the 1998 Stock
Option Plan of Logan Equipment Corp.
THIS CERTIFIES that on ________________, 199_, ___________ (the
"Holder") was granted an option ("Option"), which is not to be treated as an
incentive stock option under Section 422 of the Internal Revenue Code of 1986,
as amended, pursuant to the 1998 Stock Option Plan of Logan Equipment Corp. (the
"Plan"), to purchase at the Option price of $______ per share all or any part of
____________________ fully paid and non-assessable shares ("Shares") of the
Common Stock of Logan Equipment Corp. ("Corporation"), a Massachusetts
corporation, upon and subject to the following terms and conditions.
This Option shall expire on _________________, 200_.
This Option shall not be transferable by the Holder otherwise than by
will or by the laws of descent and distribution or as otherwise provided
pursuant to the Plan.
Except as otherwise provided in the Plan, this Option shall be
exercisable as follows: [Add vesting schedule]. Notwithstanding the foregoing,
this Option may not in any event be exercised after its expiration date.
Payment of the purchase price for the Shares to be purchased pursuant
to any exercise of the Option shall be made in cash; or by check payable to the
order of the Corporation [; or by the Holder's directing the Corporation to
withhold, from the number of Shares being so purchased, such number of Shares as
shall have a Fair Market Value (as defined in the Plan) on the date of such
exercise equal to the aggregate purchase price plus any applicable withholding
taxes] [;or by the Holder's delivery to the Corporation of a promissory note in
the form annexed hereto as Annex I].
In the event that any Shares purchased pursuant to the exercise of this
Option are repurchased by the Corporation, payment by the Corporation for any
Shares so repurchased shall be made either in cash or by check payable to the
Holder at the time of such repurchase or, in the discretion of the Corporation,
by the issuance by the Corporation of a note having a five-year maturity and
bearing interest at the applicable Federal rate in effect at the time of such
repurchase under Section 1274 of the Internal Revenue Code of 1986, as amended,
as determined by the Corporation.
The Option and this Option certificate are issued pursuant to and are
subject to all of the terms and conditions of the Plan, the terms and conditions
of which are hereby incorporated as though set forth at length, and a copy of
which is attached to this certificate. A determination of the Committee under
the Plan as to any questions which may arise with respect to the interpretation
of
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<PAGE> 15
the provisions of the Option and of the Plan shall be final. The Committee may
authorize and establish such rules, regulations and revisions thereof not
inconsistent with the provisions of the Plan, as it may deem advisable.
WITNESS the signature of the Corporation's duly authorized officer.
Dated as of _______________________, 199_.
LOGAN EQUIPMENT CORP.
By:
----------------------------------
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<PAGE> 16
ANNEX I
PROMISSORY NOTE
$_______________ Date: _______, 199_
FOR VALUE RECEIVED, the undersigned, ______________ ("Borrower"),
promises to pay to the order of Logan Equipment Corp., a Massachusetts
corporation ("Lender"), the principal amount of _____________________ dollars
($_________).
1. PAYMENTS.
(a) Borrower shall pay the principal amount, together with
interest thereon at the rate specified in Section 2 below, in __ consecutive
equal [monthly] [quarterly] installments of $_______, each such installment
payable on the first day of each [calendar month] [calendar quarter], with the
first such installment payable on _________, 199_.
(b) Borrower may, at his option, at any time prepay the
principal amount of this Note without penalty.
(c) If any payment hereunder becomes due on a day that is not
a business day, such payment shall become due on the next succeeding business
day.
2. INTEREST RATE. Interest shall be at the rate of [add interest rate,
which shall not be less than the applicable Federal rate in effect at the time
of the loan under Section 1274 of the Internal Revenue Code].
3. FORM OF PAYMENTS. All payments hereunder shall be made in lawful
money of the United States of America at the address of Lender set forth below,
or at such other place or places as the Lender may designate by notice to
Borrower.
4. WAIVER. Borrower hereby waives diligence, presentment, demand,
protest and notice of any kind. The non-exercise by Lender of any of its rights
hereunder in any particular instance shall not constitute a waiver thereof in
that or any subsequent instance.
5. EVENTS OF DEFAULT. In the case of the happening of any of the
following events (each called an "Event of Default"):
(a) Borrower shall default in the payment of the principal of
this Note, and interest thereon, as and when due and payable;
(b) Borrower shall (A) become insolvent or admit in writing
his inability to pay his debts as they mature, (B) apply for, consent to, or
acquiesce in the appointment of a receiver, trustee, liquidator or similar
official for himself or any assets of himself, (C) make a general assignment for
the benefit of creditors, (D) be adjudicated a bankrupt or insolvent, (E)
voluntarily commence a proceeding or file a petition under any law relating to
bankruptcy, insolvency, the relief of debtors or the liquidation or adjustment
of indebtedness or (F) consent to the institution of, or fail
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<PAGE> 17
to contest in a timely and appropriate manner, any proceeding or the filing of
any petition described in paragraph (c) below;
(c) an involuntary proceeding shall have been commenced or an
involuntary petition shall have been filed under any law relating to bankruptcy,
insolvency, the relief of debtors or the liquidation or adjustment of
indebtedness, against Borrower, or the assets of Borrower, and such proceeding
or petition shall not be dismissed within thirty (30) days;
(d) there shall be commenced against Borrower any case,
proceeding or other action seeking issuance of a warrant of attachment,
execution, or similar process against all or any substantial part of his assets
that results in the entry of an order for any such relief that shall not have
been vacated, discharged, or stayed or bonded pending appeal within sixty (60)
days from the entry thereof;
(e) Borrower shall take any action in furtherance of, or
indicating his consent to, approval of, or acquiescence in, any of the acts set
forth in paragraph (d) above; or
(f) one or more judgments or decrees shall be entered against
Borrower not paid or fully covered by insurance and all such judgments or
decrees shall not have been vacated, discharged, or stayed or bonded pending
appeal within sixty (60) days from the entry thereof;
then, and in every such event, and at any time thereafter during the continuance
of such event, Lender may, by written notice to Borrower, declare this Note to
be (provided, however, that in the case of an event described in paragraph (b),
(c), (d), (e) or (f) above, this Note shall automatically become) immediately
due and payable, whereupon this Note shall become immediately due and payable
without presentment, demand, protest or other notice of any kind, all of which
are hereby expressly waived by Borrower, anything contained herein to the
contrary notwithstanding. In addition, upon the occurrence of an Event of
Default, Lender may exercise any or all rights, powers and remedies available to
Lender at law or in equity or by statute or otherwise for the protection and
enforcement of the rights of Lender. Borrower agrees to pay all collection
expenses, court costs, and reasonable attorney fees and disbursements (whether
or not litigation is commenced) that may be incurred in connection with the
collection or enforcement of this Note.
6. GOVERNING LAW. THIS NOTE SHALL BE CONSTRUED, INTERPRETED AND THE
RIGHTS OF THE PARTIES DETERMINED IN ACCORDANCE WITH THE LAWS OF THE STATE OF
[MASSACHUSETTS] (WITHOUT REFERENCE TO THE CHOICE OF LAW PROVISIONS OF
[MASSACHUSETTS]).
Borrower:
-------------------------------------------
[Add Borrower's Name]
Address of Lender:
[Add Address]
-17-
<PAGE> 1
EXHIBIT 23.1
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
As independent certified public accountants, we hereby consent to the
incorporation by reference in this Form S-8 Registration Statement of our
reports, included in NationsRent, Inc.'s Form S-1 Registration Statement (No.
333-56233) for the year ended December 31, 1997, and to all references to our
Firm included in this registration statement.
/s/ ARTHUR ANDERSEN LLP
ARTHUR ANDERSEN LLP
Fort Lauderdale, Florida,
January 15, 1999.
