<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-K/A
Annual Report pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
For the fiscal year ended July 31, 1996
Commission File No. 0-6132
CANTEL INDUSTRIES, INC.
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(Exact name of registrant as specified in its charter)
Delaware 22-1760285
------------------------------- -----------------------------
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification no.)
1135 Broad Street, Clifton, New Jersey 07013
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(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code:
(201) 470-8700
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Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, Par Value $.10 Per Share
--------------------------------------
(Title of Class)
Indicate by check mark whether registrant (1) has filed all reports required to
be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to the filing
requirements for the past 90 days. Yes X No
--- ---
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. (X)
Aggregate market value of registrant's capital stock held by non-affiliates
(based on shares held and the closing price quoted by NASDAQ on October 4,
1996): $15,487,479
Number of shares of common stock outstanding as of the close of the period
covered by this report: 3,888,695
Documents incorporated by reference: Definitive proxy statement to be filed
pursuant to Regulation 14A promulgated under the Securities Exchange Act of 1934
in connection with the 1996 Annual Meeting of Stockholders of Registrant.
<PAGE>
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.
--------------------------------------------------
The current directors and executive officers of the Company are as follows:
Name Age Position
- ---- --- --------
Charles M. Diker 61 Chairman of the Board and
Director
Alan J. Hirschfield 61 Vice Chairman of the Board,
Director and a member of
the Compensation Committee
James P. Reilly 56 President, Chief Executive
Officer and Director
Darwin C. Dornbush 66 Secretary, Director and a
member of both the Audit
Committee and the
Compensation Committee
Robert L. Barbanell 66 Director and a member of the
Audit Committee
Richard L. Bloch 67 Director and a member of the
Compensation Committee
Morris W. Offit 59 Director
Bruce Slovin 60 Director and a member of the
Audit Committee
Edward E. Meltz 63 Vice President
Craig A. Sheldon 34 Vice President and Controller
Mr. Diker, who became Chairman of the Board of the Company in April 1986,
is a private investor and a non-managing principal of Weiss, Peck & Greer, an
investment management company. Mr. Diker is also a director of BeautiControl
Cosmetics, Inc. (NASDAQ), a manufacturer of cosmetics marketed by direct sales,
International Specialty Products (NYSE), a specialty chemical company, Data
Broadcasting Corp. (NASDAQ), a communication services and technology company,
and Chyron Corporation (NYSE), a supplier of graphics for the television
industry.
Mr. Hirschfield has served as Vice Chairman of the Board of the Company
since January 1988. Since July 1992, he has served as Co-Chairman and Co-Chief
Executive Officer of Data Broadcasting Corp. (NASDAQ), a communication services
and technology company. From October 1990 to July 1992, he served as Co-Chief
Executive Officer of FNN, Inc., the predecessor of Data Broadcasting Corp. From
April 1990 to December 1992, he served as a managing director of Wertheim
Schroder, Inc., an
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investment banking firm. Mr. Hirschfield is also a director of Chyron
Corporation (NYSE), a supplier of graphics for the television industry.
Mr. Reilly has served as President and Chief Executive Officer of the
Company since June 1989. Mr. Reilly is a certified public accountant.
Mr. Dornbush, Secretary of the Company since July 1990, has been a partner
in the law firm of Dornbush Mensch Mandelstam & Schaeffer, LLP, general counsel
to the Company, for more than the past five years. Mr. Dornbush is also a
director of Benihana, Inc. (NASDAQ), a company which operates Japanese style
restaurants.
Mr. Barbanell has served as President of Robert L. Barbanell Associates,
Inc., a financial consulting company, since July 1994. From September 1981 to
June 1994, Mr. Barbanell was employed in various capacities by Bankers Trust New
York Corporation, most recently as Managing Director of European Merchant Bank
of Bankers Trust International PLC. Mr. Barbanell is also Chairman of the Board
and a director of Marine Drilling Companies, Inc. (NASDAQ), a drilling
contractor, and Kaye Group Inc. (NASDAQ), an insurance brokerage and insurance
underwriting company.
Mr. Bloch has served as President of Pinon Farm, Inc., a horse training and
breeding farm, since its inception in 1982. From 1968 to October 1987, Mr.
Bloch served as President of the Phoenix Suns Basketball Club, a member of the
National Basketball Association. Mr. Bloch was Chairman of the Board of
Governors of the National Basketball Association from 1985 to June 1987. He is
a director of City National Bank of Beverly Hills, California (NYSE), a bank
holding company, and serves as Chairman of the Board of Columbus Realty Trust
(NYSE), a real estate investment trust.
Mr. Offit has served as Chief Executive Officer of OFFITBANK, a limited
purpose trust company chartered by the New York State Banking Department, since
July 1990. Prior thereto, Mr. Offit served as President of Offit Associates,
Inc., an investment counselling firm. Mr. Offit is Chairman of the Board of
Trustees of Johns Hopkins University and a former partner of Salomon Brothers,
Inc. He serves as a director of Mercantile Bankshares Corp. (NASDAQ), a bank
holding company, and Hasbro Inc. (AMEX), a toy manufacturer.
Mr. Slovin has served as President and a director of MacAndrews & Forbes
Holdings Inc. and Revlon Group, Inc., privately held industrial holding
companies, since 1985. Mr. Slovin is also a director of Continental Health
Affiliates, Inc.
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(NASDAQ), a health care services company, Oak Hill Sportswear Corp. (NASDAQ), a
sportswear manufacturer, The Coleman Company, Inc. (NYSE), a manufacturer of
outdoor recreation products, Meridian Sports Incorporated (NASDAQ), a
watersports company, Infu-Tech, Inc. (NASDAQ), a home health care company, Mafco
Consolidated Group, Inc. (NYSE), a manufacturer of cigars and licorice extract
and flavorings, and Power Control Technologies, Inc. (NYSE), a manufacturer of
machinery and hydraulics for the aerospace industry.
Mr. Meltz has been employed by the Company as a Vice President since 1982.
Mr. Meltz currently serves as President of Carsen Group Inc., the Company's
Canadian subsidiary ("Carsen"), where he has served as an executive officer
since 1982. Mr. Meltz is a chartered accountant.
Mr. Sheldon has been employed by the Company as Vice President and
Controller since November 1994. From November 1993 until October 1994, Mr.
Sheldon was Vice President and Controller of Imaging Technologies, Inc., a
private software development company. From January 1992 until October 1993, Mr.
Sheldon was Corporate Accounting Manager of Toys "R" Us, Inc., a toy retailer.
From September 1984 until December 1991, Mr. Sheldon was employed by the
accounting firm of Ernst & Young LLP, most recently as an audit manager. Mr.
Sheldon is a certified public accountant.
The following individuals are executive officers of subsidiaries who may be
deemed executive officers of the Company pursuant to Rule 3b-7 of the Securities
Exchange Act of 1934:
Mr. William J. Vella (age 40) has been employed by Carsen in various
capacities since October 1981. He has served as Executive Vice President of
Carsen since December 1994.
Mr. Donald L. Sturtevant (age 58) has been employed as President of
MediVators, Inc., the Company's United States subsidiary ("MediVators"), since
January 1991. Mr. Sturtevant is also a director of ACT Teleconferencing,
Inc.(NASDAQ), which provides audio and video teleconferencing services.
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ITEM 11. EXECUTIVE COMPENSATION.
----------------------
The following table sets forth, for the fiscal years ended July 31, 1996,
1995, and 1994, compensation, including salary, bonuses, stock options and
certain other compensation, paid by the Company to the Chief Executive Officer
and to the other executive officers of the Company who received more than
$100,000 in salary and bonus during fiscal year 1996:
Summary Compensation Table
Long Term
Compensation
Annual Compensation (1) Awards (2)
- ------------------------------------------------------------------------------
Name and Salary Bonus Options (#)
Principal Position Year ($) ($)
- ------------------------------------------------------------------------------
James P. Reilly 1996 250,000 0 1,000
President and Chief 1995 250,000 0 1,000
Executive Officer of 1994 250,000 84,900 1,000
the Company
Edward E. Meltz 1996 155,914 (3) 0 2,000
Vice President of the 1995 157,242 (3) 0 2,000
Company and President 1994 146,518 (3) 23,100 2,500
of Carsen
William J. Vella 1996 118,438 (4) 7,360 15,000
Executive Vice President 1995 110,670 (4) 0 2,000
of Carsen 1994 101,951 (4) 24,316 5,000
________________________________
(1) The Company did not pay or provide other forms of annual compensation (such
as perquisites and other personal benefits) to the above-named executive
officers having a value exceeding the lesser of $50,000 or 10% of the total
annual salary and bonus reported for such officers.
(2) The Company has no long term incentive compensation plan other than its
Employee Stock Option Plans, the MediVators Stock Option Plan, and the
Directors' Stock Option Plan described herein and various individually
granted options. The Company does not award stock appreciation rights,
restricted stock awards or long term incentive plan pay-outs.
(3) Mr. Meltz received a salary of $210,000 Canadian dollars in each of the
last three fiscal years and a bonus of $33,102 Canadian dollars in fiscal
1994.
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(4) Mr. Vella received a salary of $161,850 and a bonus of $10,000 Canadian
dollars in fiscal 1996 and a salary of $152,620 Canadian dollars in fiscal
1995 and a salary of $137,215 and a bonus of $32,726 Canadian dollars
in fiscal 1994.
OPTIONS GRANTED IN FISCAL 1996
The following information is furnished for the fiscal year ended
July 31, 1996 with respect to the Company's Chief Executive Officer and the
other executive officers of the Company named in the Compensation Table above,
for stock options granted during such fiscal year. Stock options were granted
without tandem stock appreciation rights.
<TABLE><CAPTION>
Potential
Realizable
Value at
% of Total Assumed Annual
Number of Options Rates of Stock
Shares Granted to Exercise Price
Underlying Employees Price Appreciation
Options During the Per Expiration for Option
Name Granted Fiscal year Share ($) Date Term ($)(1)
- ---- ---------- ----------- --------- ---------- --------------
5% 10%
------ ------
<S> <C> <C> <C> <C> <C> <C>
James P. Reilly 1,000 (2) 1.4 6.81 07/30/06 11,100 17,670
Edward E. Meltz 2,000 (3) 2.9 8.75 10/31/00 22,340 28,180
William J. Vella 15,000 (3) 21.4 8.75 10/31/00 167,510 211,380
___________________________
</TABLE>
(1) Represents the potential value of the options granted at assumed 5% and 10%
rates of compounded annual stock price appreciation from the date of grant
of such options.
(2) The options were granted under the Company's 1991 Directors' Stock Option
Plan. The exercise price per share of the options was the market value per
share on the date of grant. The options are subject to vesting as follows:
50% of the total shares covered by the options vest on the first
anniversary of the date of grant and the remaining 50% vest from and after
the second anniversary of such date of grant.
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(3) The options were granted under the Company's 1991 Employee Stock Option
Plan. The exercise price per share of the options was the market value per
share on the date of grant. The options are subject to vesting as follows:
25% of the total shares covered by the options vest on each of the first
four anniversaries of the date of the grant.
AGGREGATED OPTION EXERCISES IN FISCAL 1996 AND FISCAL YEAR END OPTION VALUES
The following information is furnished for the fiscal year ended July 31,
1996 with respect to the Company's Chief Executive Officer and the other
executive officers of the Company named in the Compensation Table above, for
stock option exercises during such fiscal year.
<TABLE><CAPTION>
Number of Shares Value of
Shares Underlying Unexercised Unexercised in-the-Money
Acquired Value Options at 7/31/96 Options at 7/31/96 ($)
Name On Exercise (#) Realized ($) Exercisable Non-Exercisable Exercisable Non-Exercisable
---- --------------- ------------ ---------------------------- -----------------------------
<S> <C> <C> <C> <C>
James P. Reilly 0 0 193,315 1,500 965,282 656
Edward E. Meltz 4,000 24,137 0 5,750 0 10,197
William J. Vella 500 3,250 9,250 20,250 25,566 14,066
</TABLE>
STOCK OPTIONS
An aggregate of 250,000 shares of Common Stock are reserved for issuance or
available for grant under the Company's 1991 Employee Stock Option Plan (the
"Employee Plan"). Options granted under the Employee Plan are intended to
qualify as incentive stock options within the meaning of Section 422 of the
Internal Revenue Code of 1986, as amended (the "Code"). The Employee Plan is
administered in all respects by a committee composed of at least two
non-employee members of the Company's Board of Directors who are designated by
the Board (the "Stock Option Committee"). The Stock Option Committee may
determine the employees to whom options are to be granted and the number of
shares subject to each option. Under the terms of the Employee Plan, all
employees of the Company or subsidiaries of the Company are eligible for option
grants. The option exercise price of options granted under the Employee Plan is
fixed by the Stock Option Committee but must be no less than 100% of the fair
market value of the shares of Common Stock subject to the option at the time of
grant, except that in the case of an employee who possesses more than 10% of the
total combined voting power of all classes of stock of the Company (a "10%
Holder"), the exercise price must be no less than 110% of said fair market
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value. Options may be exercised by the payment in full in cash or by the
tendering or cashless exchange of shares of Common Stock or of options to
acquire shares of Common Stock having a fair market value, as determined by the
Stock Option Committee, equal to the option exercise price. Options granted
under the Employee Plan may not be exercised more than ten years after the date
of grant, five years in the case of an incentive stock option granted to a 10 %
Holder. All currently outstanding options have a term of five years. At July
31, 1996, options to purchase 115,125 shares of Common Stock at prices between
$3.50 and $8.75 per share were outstanding under the Employee Plan, and 105,625
shares were available for grant under the Employee Plan.
An aggregate of 200,000 shares of Common Stock are reserved for issuance or
available for grant under the Company's 1991 Directors' Stock Option Plan (the
"Directors' Plan"). Options granted under the Directors' Plan do not qualify as
incentive stock options within the meaning of Section 422 of the Code. The
Directors' Plan provides for the automatic grant to each of the company's
directors of options to purchase 1,000 shares of Common Stock on the last
business day of the Company's fiscal year. In addition, an option to purchase
500 shares of Common Stock is granted automatically on the last business day of
each fiscal quarter to each director (exclusive of Messrs. Diker, Reilly and
Dornbush and any other director who serves as an officer or employee of the
Company) provided that the director attended any regularly scheduled meeting of
the Board, if any, held during such quarter. Each such option grant is at an
exercise price equal to the fair market value of the Common Stock on the date of
grant and has a ten year term (but in no event more than three months following
the optionee's ceasing to serve as a director of the Company). The fiscal year
options are exercisable in two equal annual installments commencing on the first
anniversary of the grant thereof and the quarterly options are exercisable in
full immediately. At July 31, 1996, options to purchase 110,000 shares of
Common Stock at prices between $2.00 and $10.25 per share were outstanding under
the Directors' Plan, and 40,000 shares were available for grant under the
Directors' Plan.
An aggregate of 200,000 shares of Common Stock are reserved for issuance or
available for grant under the Company's 1996 Employee Stock Option Plan approved
by the Company's Board of Directors on October 17, 1996 (the "1996 Employee
Plan"). Options granted under the 1996 Employee Plan are generally intended to
qualify as incentive stock options within the meaning of Section 422 of the
Internal Revenue Code of 1986, as amended (the "Code"). The 1996 Employee Plan
is administered in all respects by the Stock Option Committee. The Stock Option
Committee may determine the employees to whom options are to be
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granted and the number of shares subject to each option. Under the terms of the
1996 Employee Plan, all employees of the Company or subsidiaries of the Company
are eligible for option grants. The option exercise price of options granted
under the 1996 Employee Plan is fixed by the Stock Option Committee but must be
no less than 100% of the fair market value of the shares of Common Stock subject
to the option at the time of grant, except that in the case of a 10% Holder, the
exercise price for incentive stock options must be no less than 110% of said
fair market value. Options may be exercised by the payment in full in cash or
by tendering or cashless exchange of shares of Common Stock or of options to
acquire shares of Common Stock having a fair market value, as determined by the
Stock Option Committee, equal to the option exercise price. Options granted
under the 1996 Employee Plan may not be exercised more than ten years after the
date of grant, five years in the case of an incentive stock option granted to a
10% Holder. To date, no options have been granted under the 1996 Employee Plan.
The Company also has outstanding options granted by MediVators prior to the
Merger under the MediVators 1991 Stock Option Plan which became fully
exercisable as the result of the Merger. At July 31, 1996, options to purchase
87,744 shares of Common Stock at prices between $6.08 and $8.27 per shares were
outstanding under the MediVators Plan. No future options will be granted under
the MediVators Plan.
In June 1990, Mr. Reilly was granted a ten-year non-plan option to purchase
139,815 shares of Common Stock at an exercise price of $1.75 per share. This
option is exercisable in full. In addition, in July 1990, Mr. Reilly was
granted a ten-year non-plan option to purchase 50,000 shares at an exercise
price of $1.875 per share. This option is exercisable in full.
In February 1994, Mr. Dornbush was granted a non-plan option to purchase
25,000 shares of Common Stock at an exercise price of $5.00 per share. This
option is currently exercisable in full and expires in February 1997.
In December 1994, Mr. Barbanell was granted a five-year non-plan option to
purchase 25,000 shares of Common Stock at an exercise price of $3.75 per share.
This option is currently exercisable in full and expires in December 1999.
In October 1996, Mr. Diker was granted a ten-year non-plan option to
purchase 50,000 shares of Common Stock at an exercise price of $7.375 per share.
This option is exercisable in three equal annual installments beginning October
1996.
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<PAGE>
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
No officer of the Company served on the Company's Compensation Committee
during its last fiscal year. James P. Reilly, however, participated in
deliberations concerning executive compensation, except with respect to his own
compensation.
ITEM 12. SECURITY OWNERSHIP OF
BENEFICIAL OWNERS AND MANAGEMENT.
--------------------------------
The following table sets forth stock ownership information as of October 4,
1996 concerning (i) each director and persons nominated to become directors of
Cantel, (ii) each person (including any "group" as defined in Section 13(d)(3)
of the Securities Exchange Act of 1934) who is known by Cantel to beneficially
own more than five (5%) percent of the outstanding
shares of Cantel's Common Stock, (iii) the Chief Executive Officer and the other
executive officers named in the Compensation Table above, and (iv) Cantel's
executive officers and directors as a group:
Amount and
Nature of
Names and Addresses of Position with Beneficial Percentage
Beneficial Owners Company Ownership(1) of Class
- ---------------------- ------------- ------------ ----------
Charles M. Diker Chairman of the 737,333 (2) 18.9
One New York Plaza Board and Director
New York, New York
Alan J. Hirschfield Vice Chairman of the 216,333 (3) 5.5
P.O. Box 7443 Board and Director
Jackson, Wyoming
Richard L. Bloch Director 361,000 (4) 9.0
123 E. Marcy Street
Santa Fe, New Mexico
James P. Reilly President (CEO) and 219,648 (5) 5.4
1135 Broad Street Director
Clifton, New Jersey
Bruce Slovin Director 155,000 (6) 3.9
35 East 62nd Street
New York, New York
Morris W. Offit Director 50,000 (7) 1.3
Darwin C. Dornbush Secretary and 32,680 (8) .8
Director
Robert L. Barbanell Director 56,000 (9) 1.4
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Edward E. Meltz Vice President 41,195 (10) 1.1
William J. Vella Executive Vice 21,385 (11) .5
President of Carsen
All officers and directors
as a group of 12 persons 1,915,525 (12) 43.7
_________________________________________
(1) Unless otherwise noted, Cantel believes that all persons named in the table
have sole voting and investment power with respect to all shares of Common
Stock beneficially owned by them.
A person is deemed to be the beneficial owner of securities that can be
acquired by such person within 60 days from October 4, 1996 upon the
exercise of warrants or options. Each beneficial owner's percentage
ownership is determined by assuming that options or warrants that are held
by such person (but not those held by any other person) and which are
exercisable within 60 days from October 4, 1996 have been exercised.
(2) Includes 6,500 shares which Mr. Diker may acquire pursuant to stock options
and warrants. Does not include an aggregate of 329,750 shares and warrants
to purchase 34,998 shares owned by (i) Mr. Diker's wife, (ii) certain
trusts for the benefit of Mr. Diker's children, (iii) certain accounts with
Weiss, Peck and Greer, an investment firm of which Mr. Diker is a
non-managing principal, over which accounts Mr. Diker exercises investment
discretion, (iv) the DicoGroup, Inc., a corporation of which Mr. Diker
serves as Chairman of the Board, and (v) a non-profit corporation of which
Mr. Diker and his wife are the principal officers and directors. Mr. Diker
disclaims beneficial ownership as to all of the foregoing shares.
(3) Includes 28,333 shares which Mr. Hirschfield may acquire pursuant to stock
options and warrants.
(4) Includes 105,000 shares which Mr. Bloch may acquire pursuant to stock
options and warrants.
(5) Includes 193,315 shares which Mr. Reilly may acquire pursuant to stock
options.
(6) Includes 45,000 shares which Mr. Slovin may acquire pursuant to stock
options and warrants. Does not include an aggregate of 9,000 shares owned
by (i) certain trusts for
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the benefit of Mr. Slovin's children and (ii) a charitable foundation
established by Mr. Slovin. Mr Slovin disclaims beneficial ownership as to
all of the foregoing shares.
(7) Includes 18,000 shares which Mr. Offit may acquire pursuant to stock
options.
(8) Includes 31,500 shares which Mr. Dornbush may acquire pursuant to stock
options.
(9) Includes 31,000 shares which Mr. Barbanell may acquire pursuant to stock
options. Does not include 2,500 shares owned by Mr. Barbanell's wife as to
which Mr. Barbanell disclaims beneficial ownership.
(10) Includes 500 shares which Mr. Meltz may acquire pursuant to stock options.
(11) Includes 13,000 shares which Mr. Vella may acquire pursuant to stock
options.
(12) Includes 490,003 shares which may be acquired pursuant to stock options and
warrants.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
----------------------------------------------
None.
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<PAGE>
PART IV
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ITEM 14. FINANCIAL STATEMENTS, FINANCIAL STATEMENT
SCHEDULES, EXHIBITS, AND REPORTS ON FORM 8-K.
--------------------------------------------
(a) The following documents are filed as part of this Annual Report
on Form 10-K for the fiscal year ended July 31, 1996.
1. Consolidated Financial Statements:
---------------------------------
(i) Reports of Independent Auditors.
(ii) Consolidated Balance Sheets as of July 31, 1996 and 1995.
(iii) Consolidated Statements of Operations for the years ended
July 31, 1996, 1995, and 1994.
(iv) Consolidated Statements of Changes in Stockholders' Equity for
the years ended July 31, 1996, 1995, and 1994.
(v) Consolidated Statements of Cash Flows for the years ended July
31, 1996, 1995, and 1994.
(vi) Notes to Consolidated Financial Statements.
2. Consolidated Financial Statement Schedules:
------------------------------------------
(i) Schedule II - Valuation and Qualifying Accounts for the years
ended July 31, 1996, 1995, and 1994.
All other financial statement schedules are omitted since they are not
required, not applicable, or the information has been included in the
Consolidated Financial Statements or Notes thereto.
3. Exhibits:
--------
2 - Agreement and Plan of Merger dated as of November 14, 1995 by
and among MediVators, Inc., Registrant and Cantel Acquisition Corp.
(Incorporated herein by reference to
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Annex I of Registrant's Registration Statement on Form S-4, Reg. No. 33-64727.)
3(a) - Registrant's Restated Certificate of Incorporation dated July
20, 1978. (Incorporated herein by reference to Exhibit 3(a) to Registrant's
1981 Annual Report on Form 10-K.)
3(b) - Certificate of Amendment of Certificate of Incorporation of
Registrant, filed on February 16, 1982. (Incorporated herein by reference to
Exhibit 3(b) to Registrant's 1982 Annual Report on Form 10-K.)
3(c) - Certificate of Amendment of Certificate of Incorporation of
Registrant, filed on May 4, 1984. (Incorporated herein by reference to Exhibit
3(c) to Registrant's Quarterly Report on Form 10-Q for the quarter ended April
30, 1984.)
3(d) - Certificate of Amendment of Certificate of Incorporation of
Registrant, filed on August 19, 1986. (Incorporated herein by reference to
Exhibit 3(d) of Registrant's 1986 Annual Report on Form 10-K.)
3(e) - Certificate of Amendment of Certificate of Incorporation of
Registrant, filed on December 12, 1986. (Incorporated herein by reference to
Exhibit 3(e) of Registrant's 1987 Annual Report on Form 10-K [the "1987 10-K"].)
3(f) - Certificate of Amendment of Certificate of Incorporation of
Registrant, filed on April 3, 1987. (Incorporated herein by reference to
Exhibit 3(f) of Registrant's 1987 10-K).
3(g) - Certificate of Change of Registrant, filed on July 12, 1988.
(Incorporated herein by reference to Exhibit 3(g) of Registrant's 1988 Annual
Report on Form 10-K.)
3(h) - Certificate of Amendment of Certificate of Incorporation of
Registrant filed on April 17, 1989. (Incorporated herein by reference to
Exhibit 3(h) to Registrant's 1989 Annual Report on Form 10-K [the "1989 10-K"].)
3(i) - Registrant's By-Laws adopted June 1, 1976, as amended through
the date of this Report. (Incorporated herein by reference to Exhibit 3(d) to
Registrant's 1985 Annual Report on Form 10-K.)
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10(a) - Registrant's 1991 Employee Stock Option Plan, as amended.
(Incorporated herein by reference to Exhibit 10(a) to Registrant's 1991 Annual
Report on Form 10-K (the "1991 10-K".)
10(b) - Form of Stock Option Agreement under Registrant's 1991
Employee Stock Option Plan. (Incorporated herein by reference to Exhibit 10(b)
to Registrant's 1991 10-K.)
10(c) - Registrant's 1991 Directors' Stock Option Plan. (Incorporated
herein by reference to Exhibit 10(c) to Registrant's 1991 10-K.)
10(d) - Form of Stock Option Agreement under the Registrant's 1991
Directors Stock Option Plan. (Incorporated herein by reference to Exhibit 10(d)
to Registrant's 1991 10-K.)
10(e) - Stock Option Agreement, dated as of June 20, 1990, between the
Registrant and James P. Reilly. (Incorporated by reference to Exhibit 10(g) to
Registrant's 1990 Annual Report on Form 10-K (the "1990 10-K".)
10(f) - Stock Option Agreement, dated as of July 25, 1990 between the
Registrant and James P. Reilly. (Incorporated by reference to Exhibit 10(q) to
Registrant's 1990 10-K.)
10(g) - Agreement between Carsen Group Inc. and Olympus America, Inc.,
dated April 1, 1994. (Incorporated by reference to Exhibit 10(g) to
Registrant's 1994 Annual Report on Form 10-K (the "1994 10-K".)
10(h) - Form of Registrant's Common Stock Purchase Warrants dated
December 27, 1988. (Incorporated herein by reference to Exhibit 10(t) to
Registrant's 1989 10-K.)
10(i) - Form of Registrant's Common Stock Purchase Warrants dated July
14, 1989. (Incorporated herein by reference to Exhibit 10(w) to Registrant's
1989 10-K.)
10(j) - Loan Agreement dated as of October 29, 1993 among Registrant,
Carsen Group Inc. and National Bank of Canada. (Incorporated herein by
reference to Exhibit 10(v) of Registrant's 1993 10-K.)
10(k) - Stock Option Agreement, dated as of February 3, 1994, between
the Registrant and Darwin C. Dornbush. (Incorporated herein by reference to
Exhibit 10(1) to Registrant's 1995 Annual Report on Form 10-K (the "1995 10-K".)
-15-
<PAGE>
10(l) - Stock Option Agreement, dated as of December 15, 1994, between
the Registrant and Robert L. Barbanell. (Incorporated herein by reference to
Exhibit 10(m) of Registrant's 1995 10-K.)
10(m) - Amendment to Loan Agreement, dated as of August 28, 1995,
among Registrant, Carsen Group Inc. and National Bank of Canada. (Incorporated
herein by reference to Exhibit 10(n) of Registrant's 1995 10-K.)
10(n) - Exclusive License Agreement by and between Mayo Foundation for
Medical Education and Research (formerly Mayo Medical Resources) and MediVators
regarding the OTT Disinfector dated April 1, 1986, together with the First
Amendment thereto dated May 26, 1988 and the Second Amendment thereto dated as
of January 1, 1990. (Incorporated herein by reference to Exhibit 10A to
MediVators' Registration Statement on Form S-18, File No. 33-41859C.)
10(o) - MediVators' 1991 Stock Option and Compensation Plan as
amended. (Incorporated by reference to Exhibit 10P to MediVators' Registration
Statement on Form S-3, File No. 33-79764.)
10(p) - MediVators' 1993 Director Stock Option Plan. (Incorporated by
reference to Exhibit 10Q to MediVators' Registration Statement on Form S-3, File
No. 33-79764.)
10(q) - Stock Option Agreement, dated as of March 15, 1996, between
the Registrant and Donald L. Sturtevant.*
10(r) - Employment Agreement, dated as of
March 15, 1996 between the Registrant and Donald L. Sturtevant.*
10(s) - Loan and Security Agreement dated as of May 27, 1996 among
MediVators, Inc., Disposal Sciences, Inc. and National Canada Finance Corp.*
10(t) - Registrant's 1996 Employee Stock Option Plan.
10(u) - Form of Incentive Stock Option Agreement under Registrant's
1996 Employee Stock Option Plan.
10(v) - Stock Option Agreement, dated as of October 17, 1996, between
the Registrant and Charles M. Diker.
11 - Computation of Earnings per Share Data.*
-16-
<PAGE>
21 - Subsidiaries of Registrant.*
24(a) - Consent of Ernst & Young LLP.*
24(b) - Consent of Price Waterhouse LLP.*
27 - Financial Data Schedule.*
* - Previously filed
(b) Reports on Form 8-K: A Current Report on Form
8-K/A dated March 15, 1996, which amended a report on Form 8-K and a report on
Form 8-K/A previously filed, was filed during the three months ended July 31,
1996, reporting an event under Item 2 of Form 8-K related to the Registrant's
acquisition of MediVators, Inc. The financial statements included in the Form
8-K/A were: (i) Consolidated Financial Statements of MediVators for the fiscal
years ended December 31, 1994 and December 31, 1993 (incorporated by reference),
(ii) Consolidated Financial Statements of MediVators for the nine months ended
September 30, 1995 (incorporated by reference), (iii) Audited Consolidated
Financial Statements of MediVators for the fiscal years ended July 31, 1995 and
July 31, 1994, (iv) unaudited pro forma combined condensed statements of
operations of the Company for the fiscal years ended July 31, 1995, 1994 and
1993 and the three month periods ended October 31, 1995 and 1994, and the
unaudited pro forma combined condensed balance sheet of the Company as at
October 31, 1995 (incorporated by reference), and (v) unaudited pro forma
combined condensed statements of operations of the Company for the six month
periods ended January 31, 1996 and 1995, and the unaudited pro forma combined
condensed balance sheet of the Company as at January 31, 1996.
-17-
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.
CANTEL INDUSTRIES, INC.
Date: November 27, 1996 By: /s/ James P. Reilly
-------------------------
James P. Reilly, President
and Chief Executive Officer
(Principal Executive Officer
and Principal Financial
Officer)
By: /s/ Craig A. Sheldon
-------------------------
Craig A. Sheldon, Vice
President and Controller
(Chief Accounting Officer)
<PAGE>
EXHIBIT 10(T)
1996 EMPLOYEE STOCK OPTION PLAN
OF
CANTEL INDUSTRIES, INC.
(As adopted by the Board of Directors as of October 17, 1996)
1. THE PLAN. This 1996 Employee Stock Option Plan (the "Plan") is
intended to encourage ownership of stock of Cantel Industries, Inc. (the
"Corporation") by specified employees of the Corporation and its subsidiaries
and to provide additional incentive for them to promote the success of the
business of the Corporation.
2. STOCK SUBJECT TO THE PLAN. Subject to the provisions of
Paragraph 14 hereof, the total number of shares of Common Stock, par value $.10
per share, of the Corporation (the "Stock") which may be issued pursuant to
Incentive Stock Options, as defined by Section 422 of the Internal Revenue Code
("ISOs"), under the Plan (the "Options") shall be 200,000. Such shares of Stock
may be in whole or in part, either authorized and unissued shares or treasury
shares as the Board of Directors of the Corporation (the "Board") shall from
time to time determine. If an Option shall expire or terminate for any reason
without having been exercised in full, the unpurchased shares covered thereby
shall (unless the Plan shall have been terminated) again be available for
Options under the Plan.
3. ADMINISTRATION OF THE PLAN. The Plan shall be administered by a
committee (the "Committee") composed of two or more non-employee members of the
Board which shall have plenary authority, in its discretion, to determine the
employees of the Corporation and its subsidiaries to whom Options shall be
granted ("Optionees"), the number of shares to be subject to each Option
(subject to the provisions of Paragraph 2), the option exercise price (the
"Exercise Price") (subject to the provisions of Paragraph 7), the vesting
schedule of each option and the other terms of each Option. The Board shall
have plenary authority, subject to the express provisions of the Plan, to
interpret the Plan, to prescribe, amend and rescind any rules and regulations
relating to the Plan and to take such other action in connection with the Plan
as it deems necessary or advisable. The interpretation and construction by the
Board of any provisions of the Plan or of any Option granted thereunder shall be
final and no member of the Board shall be liable for any action or determination
made in good faith with respect to the Plan or any Option granted thereunder by
the Committee.
<PAGE>
4. EMPLOYEES ELIGIBLE FOR OPTIONS. All employees of the
Corporation or its subsidiaries shall be eligible for Options. In making the
determination as to employees to whom Options shall be granted and as to the
number of shares to be covered by such Options, the Committee shall take into
account the duties of the respective employees, their present and potential
contributions to the success of the Corporation and such other factors as it
shall deem relevant in connection with accomplishing the purpose of the Plan.
5. TERM OF PLAN. The Plan shall terminate on, and no Options shall
be granted after October 16, 2006 provided that the Committee may at any time
terminate the Plan prior thereto.
6. MAXIMUM OPTION GRANT. With respect to an Option granted to an
individual that is intended to qualify as an ISO, the aggregate fair market
value (determined as of the time the Option is granted) of the Stock with
respect to which such Option and all other ISOs granted to the individual
(whether under this Plan or under any other stock option plan of the Corporation
or any of its subsidiaries) are exercisable for the first time during a calendar
year may not exceed $100,000.
7. EXERCISE PRICE. Each Option shall state the Exercise Price,
which shall be, in the case of ISOs, not less than 100% of the fair market value
of the Stock on the date of the granting of the Option, nor less than 110% in
the case of an ISO granted to an individual who, at the time the Option is
granted, is a 10% Holder (as hereinafter defined). The fair market value of
shares of Stock shall be determined by the Board and shall be (i) the closing
price of the Stock on the date of the granting of the Option as reported by
NASDAQ or any quotation reporting organizations, or (ii) if the Stock did not
trade on such date, the mean between the high bid and low asked prices.
8. TERM OF OPTIONS. The term of each Option granted under this
Plan shall be for a maximum of ten years from the date of granting thereof, and
a maximum of five years in the case of an ISO granted to a 10% Holder, but may
be for a lesser period or be subject to earlier termination as hereinafter
provided.
9. EXERCISE OF OPTIONS. An Option may be exercised from time to
time as to any part or all of the Stock to which the Optionee shall then be
entitled, provided, however, that an Option may not be exercised (a) as to less
than 100 shares at any time (or for the remaining shares then purchasable under
the Option, if less than 100 shares), (b) prior to the expiration of at least
six months from the date of grant except in case of the death or
disability of the Optionee and (c) unless the Optionee shall have
-2-
<PAGE>
been in the continuous employ of the Corporation or its subsidiaries from the
date of the granting of the Option to the date of its exercise, except as
provided in Paragraphs 12 and 13. The Exercise Price shall be paid in full at
the time of the exercise of an Option (i) in cash or (ii) by the transfer to the
Corporation of shares of its Stock with a fair market value (as determined by
the Committee) equal to the purchase price of the Stock issuable upon exercise
of such Option. The holder of an Option shall not have any rights as a
stockholder with respect to the Stock issuable upon exercise of an Option until
certificates for such Stock shall have been delivered to him after the exercise
of the Option.
10. NON-TRANSFERABILITY OF OPTIONS. Except as provided in the
following sentence, an Option shall not be transferable otherwise than by will
or the laws of descent and distribution and is exercisable during the lifetime
of the employee only by him or his guardian or legal representative. The
Committee shall have discretionary authority to grant Options which will be
transferable to members of an Optionee's immediate family, including trusts for
the benefit of such family members and partnerships in which such family members
are the only partners. A transferred Option would be subject to all of the same
terms and conditions as if such Option had not been transferred.
11. FORM OF OPTION. Each Option granted pursuant to the Plan
shall be evidenced by an agreement (the "Option Agreement") which shall clearly
identify the status of the Options granted thereunder (i.e., an ISO) and which
shall be in such form as the Committee shall from time to time approve. The
Option Agreement shall comply in all respects with the terms and conditions
of the Plan and may contain such additional provisions, including, without
limitation, restrictions upon the exercise of the Option, as the Committee
shall deem advisable.
12. TERMINATION OF EMPLOYMENT. In the event that the employment of
an Optionee shall be terminated (otherwise by reason of death), such Option
shall be exercisable (to the extent that such Option was exercisable at the time
of termination of his employment) at any time prior to the expiration of a
period of time not exceeding three months after such termination, but not more
than ten years (five years in the case of an ISO granted to a 10% Holder) after
the date on which such Option shall have been granted. Nothing in the Plan or
in the Option Agreement shall confer upon an Optionee any right to be continued
in the employee of the Corporation or its subsidiaries or interfere in any way
with the right of the Corporation or any subsidiary to terminate or otherwise
modify the terms of an Optionee's employment, provided, however, that a change
in an Optionee's duties or position shall not affect such Optionee's Option so
long as such Optionee is still
-3-
<PAGE>
an employee of the Corporation or one of its subsidiaries.
13. DEATH OF OPTIONEE. In the event of the death of an Optionee, any
unexercised portion of such Optionee's Option shall be exercisable (to the
extent that such Option was exercisable at the time of his death) at any time
prior to the expiration of a period not exceeding three months after his death
but not more than ten years (five years in the case of an ISO granted to a 10%
Holder) after the date on which such Option shall have been granted and only by
such person or persons to whom such deceased Optionee's rights shall pass under
such Optionee's will or by the laws of descent and distribution.
14. ADJUSTMENTS UPON CHANGES IN CAPITALIZATION. In the event of
changes in the outstanding Stock of the Corporation by reason of stock
dividends, splitups, recapitalizations, mergers, consolidations, combinations or
exchanges of shares, separations, reorganizations or liquidations, the number
and class of shares or the amount of cash or other assets or securities
available upon the exercise of any Option granted hereunder and the maximum
number of shares as to which Options may be granted to an employee shall be
correspondingly adjusted, to the end that the Optionee's proportionate interest
in the Corporation, any successor thereto or in the cash, assets or other
securities into which shares are converted or exchanged shall be maintained to
the same extent, as near as may be practicable, as immediately before the
occurrence of any such event. All references in this Plan to "Stock" from and
after the occurrence of such event shall be deemed for all purposes of this Plan
to refer to such other class of shares or securities issuable upon the exercise
of Options granted pursuant hereto.
15. SHAREHOLDER AND STOCK EXCHANGE APPROVAL. This Plan is subject
to and no Options shall be exercisable hereunder until after the approval by the
holders of a majority of the Stock of the Corporation voting at a duly held
meeting of the stockholders of the Corporation within twelve months after the
date of the adoption of the Plan by the Board.
16. AMENDMENT OF THE PLAN. The Board shall have complete power and
authority to modify or amend the Plan (including the form of Option Agreement)
from time to time in such respects as it shall deem advisable; provided,
however, that the Board shall not, without the approval of the votes represented
by a majority of the outstanding Stock of the Corporation present or represented
at a meeting duly held in accordance with the applicable laws of the
Corporation's jurisdiction of incorporation and entitled to vote at a meeting of
stockholders or by the written consent of stockholders owning stock representing
a majority of the votes of the corporation's outstanding stock, (i) increase the
maximum number of shares which in the aggregate are subject to Options under the
Plan
-4-
<PAGE>
(except as provided by Paragraph 14), (ii) extend the term of the Plan or the
period during which Options may be granted or exercised, (iii) reduce the
Exercise Price, in the case of ISOs below 100% (110% in the case of an ISO
granted to a 10% Holder) of the fair market value of the Stock issuable upon
exercise of Options at the time of the granting thereof, other than to change
the manner of determining the fair market value thereof, (iv) increase the
maximum number of shares of Stock for which any employee may be granted
Options under the Plan pursuant to Paragraph 6, (v) modify the requirements
as to eligibility for participation in the Plan, or (vi) amend the plan in
any respect which would cause such options to no longer qualify for ISO
treatment pursuant to the Internal Revenue Code. No termination or amendment
of the Plan shall, without the consent of the individual Optionee, adversely
affect the rights of such Optionee under an Option theretofore granted to him
or under such Optionee's Option Agreement.
17. TAXES. The Corporation may make such provisions as it may deem
appropriate for the withholding of any taxes which it determines is required in
connection with any Options granted under the Plan. The Corporation may further
require notification from the Optionees upon any disposition of Stock acquired
pursuant to the exercise of Options granted hereunder.
18. CODE REFERENCES AND DEFINITIONS. W h e n e v e r reference is
made in this Plan to a section of the Internal Revenue Code, the reference shall
be to said section as it is now in force or as it may hereafter be amended by
any amendment which is applicable to this Plan. The term "subsidiary" shall
have the meaning given to the term "subsidiary corporation" by Section 425(f) of
the Internal Revenue Code. The term "10% Holder" shall mean any person who, for
purposes of Section 422 of the Internal Revenue Code owns more than 10% of the
total combined voting power of all classes of stock of the employer corporation
or of any subsidiary corporation.
-5-
<PAGE>
EXHIBIT 10(U)
STOCK OPTION AGREEMENT made as of the ___ day of
__________, by and between CANTEL INDUSTRIES, INC., a Delaware
corporation with principal offices located at 1135 Broad Street,
Clifton, New Jersey 07013, (the "Company"), and _________________
(the "Optionee").
-------------------------------------------
The Company has adopted the 1996 Employee Stock Option Plan (the "1996
Plan"), permitting the grant of incentive stock options (within the meaning of
Section 422 of the Internal Revenue Code) to employees of the Company or its
subsidiaries or any parent corporation of the Company. The Optionee, pursuant
to the 1996 Plan, is presently employed by the Company or one of its
subsidiaries. The Company is desirous of increasing the incentive of the
Optionee to exert his utmost efforts to improve the business and increase the
assets of the Company.
NOW, THEREFORE, in consideration of the premises and for other good
and valuable consideration, receipt of which is hereby acknowledged, the
Company, pursuant to the Plan, hereby grants the Optionee the option to acquire
shares of the common stock of the Company upon the following terms and
conditions:
1. GRANT OF OPTION. (a) The Company hereby grants to the Optionee
---------------
the right and option (the "Option") to purchase up to _______________ shares of
Common Stock, par value $.10 per share, of the Company (the "Shares"), to be
issued upon the exercise hereof,
<PAGE>
fully paid and non-assessable, during the following periods:
(i) No Shares may be purchased hereunder prior to _______________;
(ii) ______________ Shares may be purchased commencing ______________;
(iii) an additional ___________ Shares may be purchased commencing
___________;
(iv) an additional ___________ Shares may be purchased commencing
___________; and
(v) an additional ___________ Shares may be purchased commencing
___________.
(b) The Option granted hereby shall expire and terminate at 5:00 p.m.
local time in New York, New York on (the "Expiration Date") at
which time the Optionee shall have no further right to purchase any Shares not
then purchased.
2. EXERCISE PRICE. The exercise price of the Option shall be
--------------
_______________ per Share, and shall be payable in cash or by certified check;
provided, however, that in lieu of payment in full in cash or by such check, the
exercise price (or balance thereof) may be paid in full or in part by the
delivery and transfer to the Company of Shares already owned by the Optionee and
having a fair market value (as determined by the Board of Directors in its
absolute discretion) equal to the cash exercise price (or balance thereof) for
the number of Shares as to which the Option is being exercised. The Company
shall pay all original issue or transfer taxes on the exercise of the Option.
-2-
<PAGE>
3. EXERCISE OF OPTION. The Optionee shall notify the Company by
------------------
registered or certified mail, return receipt requested,
addressed to its principal office, as to the number of Shares which he desires
to purchase under the Option, which notice shall be accompanied by payment of
the Option exercise price therefor as specified in Paragraph 2 above. As soon
as practicable after the receipt of such notice, the Company shall, at its
principal office or another mutually convenient location, tender to the Optionee
certificates issued in the Optionee's name evidencing the Shares purchased by
the Optionee hereunder.
4. CONDITIONS OF EXERCISE.
----------------------
(a) The Optionee shall have the right to exercise the Option only
while he shall be in the full-time employ of the Company or any of its
subsidiaries, except that if the Optionee's employment shall be terminated for
any reason other than his death, the Option may be exercised at any time within
three (3) months after the date of termination but only to the extent that it
was exercisable upon such date of termination and in no event after the
Expiration Date. If the Optionee shall have terminated his employment within
one year of the date of the grant of the Option, the Option shall immediately
terminate.
(b) If the Optionee shall die while in the employ of the Company
or any of its subsidiaries, this Option may be exercised, to the extent
exercisable on the date of the Optionee's
death, by his executor, administrator or other person at the time
-3-
<PAGE>
entitled by law to his rights under this Option, at any time within three (3)
months after such date of death, but in no event after the Expiration Date.
(c) Notwithstanding anything to the contrary contained herein,
the aggregate fair market value, determined at the time of option grant, of the
Shares with respect to which the Option, together with any other "incentive
stock option" within the meaning of Section 422 of the Internal Revenue Code
("ISO"), granted to the Optionee by the Company or any of its subsidiaries, may
be first exercised in any calendar year, cannot exceed $100,000 plus any "unused
carryover" from previous years. For purposes of this Agreement, "unused
carryover" means the amount, computed separately for each calendar year, by
which $100,000 exceeds the fair market value (determined at the time of grant)
of all ISO's granted to the Optionee by the Company and its subsidiaries that
first became exercisable and were in fact exercised by the Optionee in such
year, reduced by the amount that such carryover may have been used in prior
calendar years.
5. NON-ASSIGNABILITY OF OPTION. The Optionee may not give, grant,
---------------------------
sell, exchange, transfer legal title, pledge, assign or otherwise encumber or
dispose of the Option herein granted or any interest therein, otherwise than by
will or the laws of descent and distribution and, except as provided in
Paragraph 4(b) hereof, the Option shall be exercisable only be the Optionee.
6. THE SHARES AS INVESTMENT. By accepting the Option, the Optionee
------------------------
agrees for himself, his heirs and legatees that any
-4-
<PAGE>
and all Shares purchased upon the exercise thereof shall be acquired for
investment and not for distribution, and upon the issuance of any or all of the
Shares subject to the Option, the Optionee, or his heirs or legatees receiving
such Shares, shall deliver to the Company a representation in writing that such
Shares are being acquired in good faith for investment and not for distribution.
The Company may place a "stop transfer" order with respect to such Shares with
its transfer agent and may place an appropriate restrictive legend on the
certificate(s) evidencing such Shares.
7. RESTRICTION ON ISSUANCE OF SHARES. The Optionee shall, if so
---------------------------------
requested by the Company, represent and agree, in writing and in such form as
the Company shall determine, that any securities purchased by the Optionee upon
the exercise of this Option are being purchased for investment and not with a
view to the distribution thereof, and shall make such other or additional
representations and agreements and furnish such information as the Company may
in its reasonable discretion deem necessary or desirable to assure compliance by
the Company, on terms acceptable to the Company, with provisions of the
Securities Act of 1933 and any other applicable legal requirements. If at any
time the Company shall reasonably determine that the listing, registration or
qualification of the Shares subject to this Option upon any securities exchange
or under any state or federal law, or the consent or approval of any
governmental regulatory body, are necessary or desirable in connection with the
issuance or purchase
-5-
<PAGE>
of the Shares subject thereto, this 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. The Optionee shall have no rights against the Company if this Option
is not exercisable by virtue of the foregoing provision. The certificate
representing any securities issued pursuant to the exercise of this Option may,
at the discretion of the Company, bear a legend in substantially the following
form:
"The securities represented by this certificate have not
been registered under the Securities Act of 1933. The securities have
been acquired for investment and may not be pledged or hypothecated
and may not be sold or transferred in the absence of an effective
Registration Statement for the securities under the Securities Act of
1933 or an opinion of counsel to the Company that registration is not
required under said Act. In the event that a Registration Statement
becomes effective covering the securities or counsel to the Company
delivers a written opinion that registration is not required under
said Act, this certificate may be exchanged for a certificate free
from this legend."
8. ADJUSTMENTS UPON CHANGES IN CAPITALIZATION.
------------------------------------------
(a) In the event of changes in the outstanding Shares by reason of
stock dividends, split-ups, recapitalizations, mergers, consolidations,
combination, exchanges of shares, separations, reorganizations, liquidations and
the like, the number of Shares issuable upon the exercise of the Option and the
exercise price thereof shall be correspondingly adjusted by the Company. No
adjustment shall be made, however, with respect to stock dividends or splits
which do not exceed 5% in any fiscal year, cash dividends or the issuance to the
Company's shareholders of rights
-6-
<PAGE>
to subscribe for additional Shares or other securities.
(b) Any adjustment in the number of Shares shall
apply proportionately to only the then unexercised portion of the Option. If
fractional Shares would result from any such adjustment, the adjustment shall be
revised to the next higher
whole number.
9. NO RIGHTS AS SHAREHOLDERS. The Optionee shall have no rights as a
-------------------------
shareholder in respect of the Shares as to which the Option shall not have been
exercised and payment made as herein provided.
10. EFFECT UPON EMPLOYMENT. This agreement does not give nor shall it
----------------------
be construed as giving the Optionee any right to continued employment by the
Company or any of it subsidiaries.
11. CONFLICT BETWEEN OPTION AGREEMENT AND 1996 PLAN. In the event
-----------------------------------------------
there are any conflicts between this Agreement and the terms and conditions of
the 1996 Plan, the terms and conditions of the 1996 Plan shall control.
12. BINDING EFFECT. Except as herein otherwise expressly provided,
--------------
this Agreement shall be binding upon and shall inure to the benefit of the
parties hereto, their legal representatives and assigns.
13. GOVERNING LAW. This agreement shall be governed by and construed
-------------
in accordance with the laws of the State of New Jersey applicable to agreements
made and to be performed wholly within the State of New Jersey.
-7-
<PAGE>
IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date and year first above written.
CANTEL INDUSTRIES, INC.
By:
--------------------------------
James P. Reilly, President
--------------------------------
-8-
<PAGE>
EXHIBIT 10(V)
STOCK OPTION AGREEMENT made as of the 17th day of
October 1996, by and between CANTEL INDUSTRIES, INC., a Delaware corporation
with principal offices located at 1135 Broad Street, Clifton, New Jersey, 07013
(the "Company"), and CHARLES M. DIKER, One New York Plaza, New York, New York
10004 (the "Optionee").
------------------------------------------------------
The Optionee is presently a director and employee of the Company and
is hereby granted an option to purchase shares of the Company's Common Stock,
par value $.10 per share ("Common Stock"), on the terms and conditions set forth
below.
NOW, THEREFORE, in consideration of the premises and for other good
and valuable consideration, receipt of which is hereby acknowledged, the Company
hereby grants the Optionee the option to acquire shares of the Common Stock of
the Company upon the following terms and conditions:
1. GRANT OF OPTION.
---------------
(a) The Company hereby grants to the Optionee the right and
option (the "Option") to purchase up to 50,000 shares of Common Stock (the
"Shares"), to be issued upon the exercise hereof, fully paid and non-assessable,
during the following periods:
(i) 16,667 Shares may be purchased commencing October 17, 1996; (ii) an
additional 16,667 Shares may be purchased commencing October 17, 1997;
(iii) and an additional 16,666 Shares may be purchased commencing
October 17, 1998.
(b) The Option granted hereby shall expire and terminate at 5:00
p.m. local time in New York, New York on October
<PAGE>
16, 2006 (the "Expiration Date") at which time the Optionee
shall have no further right to purchase any Shares not then purchased.
2. EXERCISE PRICE. The exercise price of the Option shall be
--------------
$7.375 per Share, and shall be payable in cash or by certified check; provided,
however, that in lieu of payment in full in cash or by such check, the exercise
price (or balance thereof) may be paid in full or in part by the delivery and
transfer to the Company of Common Stock already owned by the Optionee and having
a fair market value (as determined by the Board of Directors in its absolute
discretion) equal to the cash exercise price (or balance thereof) for the number
of Shares as to which the Option is being exercised. The Company shall pay all
original issue or transfer taxes on the exercise of the Option.
3. EXERCISE OF OPTION. The Optionee shall notify the Company by
------------------
registered or certified mail, return receipt requested, addressed to its
principal office, as to the number of Shares which he desires to purchase under
the Option, which notice shall be accompanied by payment of the Option exercise
price therefor as specified in Paragraph 2 above. As soon as practicable after
the receipt of such notice, the Company shall, at its principal office or
another mutually convenient location, tender to the Optionee certificates issued
in the Optionee's name evidencing the Shares purchased by the Optionee
hereunder.
-2-
<PAGE>
4. CONDITIONS OF EXERCISE. The Optionee (or his legal
----------------------
representative following the death of the Optionee) shall have the right to
exercise the Option only while the Optionee is a director or employee of the
Company; provided, however, the Option may be exercised at any time within three
(3) months after the date the Optionee ceases to be a director or employee, but
only to the extent that it was exercisable upon such date of termination and in
no event after the Expiration Date.
5. NON-ASSIGNABILITY OF OPTION. The Optionee may not give, grant,
---------------------------
sell, exchange, transfer legal title, pledge, assign or otherwise encumber or
dispose of the Option herein granted or any interest therein, otherwise than by
will or the laws of descent and distribution and, except as provided in
Paragraph 4 hereof, the Option shall be exercisable only by the Optionee.
6. THE SHARES AS INVESTMENT. By accepting the Option, the Optionee
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agrees for himself, his heirs and legatees that any and all Shares purchased
upon the exercise thereof shall be acquired for investment and not for
distribution, and upon the issuance of any or all of the Shares subject to the
Option, the Optionee, or his heirs or legatees receiving such Shares, shall
deliver to the Company a representation in writing that such Shares are being
acquired in good faith for investment and not for distribution. The Company may
place a "stop transfer" order with respect to such Shares with its transfer
agent and may place an appropriate restrictive legend on the certificate(s)
evidencing such Shares.
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<PAGE>
7. RESTRICTION OF ISSUANCE OF SHARES. The Optionee shall, if so
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requested by the Company, represent and agree, in writing and in such form as
the Company shall determine, that any securities purchased by the Optionee upon
the exercise of this Option are being purchased for investment and not with a
view to the distribution thereof, and shall make such other or additional
representations and agreements and furnish such information as the Company may
in its reasonable discretion deem necessary or desirable to assure compliance by
the Company, on terms acceptable to the Company, with provisions of the
Securities Act of 1933 and any other applicable legal requirements. If at any
time the Company shall reasonably determine that the listing, registration or
qualification of the Shares subject to this Option upon any securities exchange
or under any state or federal law, or the consent or approval of any
governmental regulatory body, are necessary or desirable in connection with the
issuance or purchase of the Shares subject thereto, this 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. The Optionee shall have no rights against the
Company if this Option is not exercisable by virtue of the foregoing provision.
The certificate representing any securities issued pursuant to the exercise of
this Option may, at the discretion of the Company, bear a legend in
substantially the following form:
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<PAGE>
"The securities represented by this certificate have not
been registered under the Securities Act of 1933. The securities
have been acquired for investment and may not be pledged or
hypothecated and may not be sold or transferred in the absence of
an effective Registration Statement for the securities under the
Securities Act of 1933 or an opinion of counsel to the Company
that registration is not required under said Act. In the event
that a Registration Statement becomes effective covering the
securities or counsel to the Company delivers a written opinion
that registration is not required under said Act, this
certificate may be exchanged for a certificate free from this
legend."
8. ADJUSTMENTS UPON CHANGES IN CAPITALIZATION.
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(a) In the event of changes in the outstanding Shares by
reason of stock dividends, split-ups, recapitalizations, mergers,
consolidations, combination, exchanges of shares, separations, reorganizations,
liquidations and the like, the number and class of Shares or the amount of cash
or other assets or securities available upon the exercise of the Option and the
exercise price thereof shall be correspondingly adjusted by the Company, to the
end that the Optionee's proportionate interest in the Company, any successor
thereto or in the cash, assets or other securities into which shares are
converted or exchanged shall be maintained to the same extent, as near as may be
practicable, as immediately before the occurrence of any such event.
(b) Any adjustment in the number of Shares shall apply
proportionately to only the then unexercised portion of the Option. If
fractional Shares would result from any such adjustment, the adjustment shall be
revised to the next higher whole number.
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<PAGE>
(c) In case the Company is merged or consolidated with another
corporation, or the property or shares of the Company are acquired by another
corporation, or the Optionee is discharged other than for cause, the exercise
schedule set forth in paragraph 1 above shall be waived and all options for the
entire 50,000 shares of the Company's Common Stock shall be immediately
exercisable by the Optionee pursuant to paragraph 3 above.
For purposes of this paragraph (c), merger or consolidation with
another corporation or acquisition by another corporation shall be defined as
the acquisition by another corporation of more than forty percent (40%) of any
of the then outstanding stock, voting power, or assets of the Company.
9. NO RIGHTS AS SHAREHOLDERS. The Optionee shall have no rights as a
-------------------------
shareholder in respect of the Shares as to which the Option shall not have been
exercised and payment made as herein provided.
10. BINDING EFFECT. Except as herein otherwise expressly provided,
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this Agreement shall be binding upon and shall inure to the benefit of the
parties hereto, their legal representatives and assigns.
11. GOVERNING LAW. This Agreement shall be governed by and construed in
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accordance with the laws of the State of New Jersey applicable to agreements
made and to be performed wholly within the State of New Jersey.
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<PAGE>
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date
and year first above written.
CANTEL INDUSTRIES,INC.
By: /S/ JAMES P. REILLY
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James P. Reilly, President
/S/ CHARLES M. DIKER
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Charles M. Diker
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