<PAGE> 1
As filed with the Securities and Exchange Commission on June 12, 1995
Registration No. 33-
----------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
------------
DATASCOPE CORP.
------------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 13-2529596
- ------------------------------- -------------------------------
(State or other jurisdiction of (I.R.S. Employer Identification
incorporation or organization) Number)
14 Philips Parkway, Montvale, New Jersey 07645-9998
---------------------------------------------------
(Address of principal executive offices) (Zip Code)
DATASCOPE CORP. STOCK OPTION AGREEMENTS
---------------------------------------
(Full title of the Plan)
Lawrence Saper With a Gerald Adler, Esq.
Chairman of the Board and President copy to: Shereff, Friedman, Hoffman &
Datascope Corp. Goodman, LLP
14 Philips Parkway 919 Third Avenue
Montvale, New Jersey 07645-9998 New York, New York 10022
(201) 391-8100 (212) 758-9500
-------------------------------------------
(Name, address and telephone number,
including area code, of agents for service)
<TABLE>
CALCULATION OF REGISTRATION FEE
- ---------------------------------------------------------------------------------------------------------
<CAPTION>
Title of Proposed Proposed Maximum
Securities to Amount to Maximum Offering Aggregate Amount of
be Registered be Registered Price Per Share Offering Price Registration Fee
------------- ------------- ---------------- -------------- -----------------
<S> <C> <C> <C> <C>
Common Stock, par
value $0.01 per 36,000 shares $ 7.833 $ 281,988
share
Common Stock, par
value $0.01 per 3,000 shares $16.500 $ 49,500
share
Common Stock, par
value $0.01 per 15,000 shares $ 7.375 $ 110,625
share
Common Stock, par
value $0.01 per 12,000 shares $14.750 $ 177,000
share
Common Stock, par
value $0.01 per 3,000 shares $15.000 $ 45,000
share
Common Stock, par
value $0.01 per 83,000 shares $18.250 $ 1,514,750
share
Common Stock, par
value $0.01 per 5,000 shares $14.250 $ 71,250
share
Common Stock, par
value $0.01 per 700 shares $22.375 $ 15,662.50
share
157,700 shares $2,265,775.50 $781.30
- ---------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE> 2
PART II
INFORMATION REQUIRED IN THE
REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
The following documents which have been filed by Datascope
Corp., a Delaware corporation (the "Registrant"), with the Securities and
Exchange Commission (the "Commission") are incorporated herein by reference:
(a) The Registrant's Annual Report on Form 10-K for the
fiscal year ended June 30, 1994, which is the Registrant's latest Annual Report
on Form 10-K filed pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act").
(b) The Registrant's Quarterly Reports on Form 10-Q for
the fiscal quarters ended September 30, 1994, December 31, 1994 and March 31,
1995.
(c) The Registrant's Current Report on Form 8-K filed
with the Commission on May 4, 1995.
(d) The description of the Registrant's Common Stock, par
value $0.01 per share, contained in the Registrant's Registration Statement on
Form 8-A filed with the Commission, including any amendment or report filed for
the purpose of updating such description.
All documents subsequently filed by the Registrant pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of
a post-effective amendment to this Registration Statement which indicates that
all of the securities offered under this Registration Statement have been sold
or which deregisters all securities then remaining unsold, shall be deemed to
be incorporated by reference herein and to be a part of this Registration
Statement as of the date of the filing of such documents. Any statement
contained in the documents incorporated or deemed to be incorporated by
reference herein shall be deemed to be modified or superseded for purposes of
this Registration Statement to the extent that a statement contained herein or
in any other subsequently filed document which also is incorporated or deemed
to be incorporated by reference herein modifies or supersedes such statement.
Any such statement so modified or superseded, shall not be deemed, except as so
modified or superseded, to constitute a part of this Registration Statement.
Item 4. Description of Securities
Not applicable.
Item 5. Interests of Named Experts and Counsel
Not applicable.
2
<PAGE> 3
Item 6. Indemnification of Directors and Officers
The indemnification of officers and directors of the
Registrant is governed by Section 145 of the General Corporation Law of the
State of Delaware (the "DGCL") and the Certificate of Incorporation and By-laws
of the Registrant. Among other things, the DGCL permits indemnification of a
director, officer, employee or agent in civil, criminal, administrative or
investigative actions, suits or proceedings (other than an action by or in the
right of the corporation) to which such person is a party or is threatened to
be made a party by reason of the fact of such relationship with the corporation
or the fact that such person is or was serving in a similar capacity with
another entity at the request of the corporation against expenses (including
attorneys' fees), judgments, fines and amounts paid in settlement actually and
reasonably incurred by him if such person acted in good faith and in a manner
he reasonably believed to be in or not opposed to the best interests of the
corporation, and, with respect to any criminal action or proceeding, if he had
no reasonable cause to believe his conduct was unlawful. No indemnification
may be made in any such suit to any person adjudged to be liable to the
corporation unless and only to the extent that the Delaware Court of Chancery
or the court in which the action was brought determines that, despite the
adjudication of liability but in view of all of the circumstances of the case,
such person is fairly and reasonably entitled to indemnity for such expenses
which such court shall deem proper. Under the DGCL, to the extent that a
director, officer, employee or agent is successful, on the merits or otherwise,
in the defense of any action, suit or proceeding or any claim, issue or matter
therein (whether or not the suit is brought by or in the right of the
corporation), he shall be indemnified against expenses (including attorneys'
fees) actually and reasonably incurred by him. In all cases in which
indemnification is permitted (unless ordered by a court), it may be made by the
corporation only as authorized in the specific case upon a determination that
the applicable standard of conduct has been met by the party to be indemnified.
The determination must be made by a majority vote of a quorum consisting of the
directors who were not parties to the action or, if such a quorum is not
obtainable, or even if obtainable, if a quorum of disinterested directors so
directs, by independent legal counsel in a written opinion, or by the
shareholders. The statute authorizes the corporation to pay expenses incurred
by an officer or director in advance of a final disposition of a proceeding
upon receipt of an undertaking by or on behalf of the person to whom the
advance will be made, to repay the advances if it shall ultimately be
determined that he was not entitled to indemnification. The DGCL provides that
indemnification and advances of expenses permitted thereunder are not to be
exclusive of any rights to which those seeking indemnification or advancement
of expenses may be entitled under any By-law, agreement, vote of stockholders
or disinterested directors, or otherwise. The DGCL also authorizes the
corporation to purchase and maintain liability insurance on behalf of its
directors, officers, employees and agents regardless of whether the corporation
would have the statutory power to indemnify such persons against the
liabilities insured.
The Certificate of Incorporation of the Registrant (the
"Certificate"), provides that no director of the Registrant shall be personally
liable to the Registrant or its stockholders for monetary damages for breach of
fiduciary duty as a director except for liability (i) for any breach of the
director's duty of loyalty to the Registrant or its stockholders, (ii) for acts
or omissions not in good faith or which involve intentional misconduct or a
knowing violation of law, (iii) for paying a dividend or approving a stock
repurchase in violation of Section 174 of the DGCL or (iv) for any transaction
from which the director derived an improper personal benefit.
3
<PAGE> 4
The Registrant's By-laws provide that the Registrant shall
indemnify an officer or director for any costs incurred by such officer or
director in connection with a proceeding against such officer or director by
reason of the fact that he is or was an officer or director of the Registrant,
unless such indemnification is prohibited under applicable law. Pursuant to
the By-laws, the Registrant may also be required to advance funds to an officer
or director who is entitled to indemnification upon receipt of an undertaking
by or on behalf of the officer or director to repay the amount if it is
ultimately determined that such person is not entitled to indemnification. The
By-laws further provide that the Registrant may provide indemnification or the
advancement of expenses to any other person as permitted by applicable law.
Such By-law provisions are intended to be broader than the statutory
indemnification provided in the DGCL. However, the extent to which such
broader indemnification may be permissible under Delaware law has not been
established.
The Registrant maintains a Directors & Officers Liability
policy. The policy's coverage, among other things, (i) provides for payment on
behalf of the Registrant's officers and directors against loss as defined in
the policy stemming from acts committed by directors and officers in their
capacities as such, with no annual individual deductible element per director
or officer, and (ii) provides for reimbursement of the Registrant against such
loss for which the Registrant grants indemnification to any director or
officer, as permitted or required by law, with a retention of $250,000 per
claim. In addition, the maximum coverage with respect to any loss is
$10,000,000, including defense costs, and the maximum coverage with respect to
all losses occurring in any policy year is also $10,000,000. There is no
coverage for loss from claims made against directors or officers arising from
certain statutory liabilities and specified categories of misconduct, including
claims (i) for the return of remuneration paid without prior shareholder
approval if it is judicially determined that such remuneration was in violation
of law, (ii) for an accounting of profits made from a purchase or sale within
the meaning of Section 16(b) of the Exchange Act, (iii) with respect to acts of
active and deliberate dishonesty that were committed or attempted with actual
dishonest purpose, or (iv) with respect to a judicial determination that the
individual gained personal profit or other advantage to which he was not
legally entitled.
Item 7. Exemption from Registration Claimed
Not applicable.
Item 8. Exhibits
The following exhibits are filed as part of this Registration
Statement:
Exhibit
<TABLE>
<CAPTION>
Number Description
------ -----------
<S> <C>
4.1 Datascope Corp. Stock Option Agreement made as of March 1, 1990
between Registrant and David Altschiller.
4.2 Datascope Corp. Stock Option Agreement made as of September 28,
1990 between Registrant and David Altschiller.
</TABLE>
4
<PAGE> 5
<TABLE>
<S> <C>
4.3 Datascope Corp. Stock Option Agreement made as of February 23, 1995 between Registrant and David
Altschiller.
4.4 Datascope Corp. Stock Option Agreement made as of March 1, 1990 between Registrant and William L.
Asmundson.
4.5 Datascope Corp. Stock Option Agreement made as of February 23, 1995 between Registrant and William
L. Asmundson.
4.6 Datascope Corp. Stock Option Agreement made as of May 11, 1993 between Registrant and Sjef Ernst.
4.7 Datascope Corp. Stock Option Agreement made as of February 23, 1995 between Registrant and Leonard
Gottlieb.
4.8 Datascope Corp. Stock Option Agreement made as of December 7, 1988 between Registrant and Joseph
Grayzel, M.D.
4.9 Datascope Corp. Stock Option Agreement made as of March 1, 1990 between Registrant and Joseph
Grayzel, M.D.
4.10 Datascope Corp. Stock Option Agreement made as of February 23, 1995 between Registrant and Joseph
Grayzel, M.D.
4.11 Datascope Corp. Stock Option Agreement made as of February 23, 1995 between Registrant and Joseph
Grayzel, M.D.
4.12 Datascope Corp. Stock Option Agreement made as of February 19, 1993 between Registrant and George
Heller.
4.13 Datascope Corp. Stock Option Agreement made as of February 23, 1995 between Registrant and George
Heller.
4.14 Datascope Corp. Stock Option Agreement made as of January 22, 1993 between Registrant and Tracy
Moon.
4.15 Datascope Corp. Stock Option Agreement made as of May 18, 1994 between Registrant and Tracy Moon.
4.16 Datascope Corp. Stock Option Agreement made as of May 11, 1994 between Registrant and Gunther
Ruttgers.
4.17 Datascope Corp. Stock Option Agreement made as of March 1, 1990 between Registrant and Norman M.
Schneider.
4.18 Datascope Corp. Stock Option Agreement made as of February 23, 1995 between Registrant and Norman
M. Schneider.
</TABLE>
5
<PAGE> 6
<TABLE>
<S> <C>
4.19 Special Stock Grant, from Registrant to Susan Chapman.
4.20 Special Stock Grant, from Registrant to Patricia Shields.
5 Opinion of Shereff, Friedman, Hoffman & Goodman, LLP.
23.1 Consent of Deloitte & Touche, LLP
23.2 Consent of Shereff, Friedman, Hoffman & Goodman, LLP (included in Exhibit 5.)
24 Power of Attorney (included in signature page to this Registration Statement.)
</TABLE>
Item 9. Undertakings
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales
are being made, a post-effective amendment to this
Registration Statement:
(i) To include any prospectus required by
Section 10(a)(3) of the Securities Act of
1933;
(ii) To reflect in the prospectus any facts or
events arising after the effective date of
this 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 this Registration
Statement;
(iii) To include any material information with
respect to the plan of distribution not
previously disclosed in this Registration
Statement or any material change to such
information in this Registration Statement;
Provided, however, that paragraphs (a)(1)(i) and (ii) shall
not apply if the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed by the
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 of 1933, each such post- effective
amendment shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering
of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
(3) To remove from registration by means of a
post-effective amendment any of the securities being
registered which remain unsold at the termination of the
offering.
6
<PAGE> 7
(b) The undersigned Registrant hereby undertakes that,
for the purposes of determining any liability under the Securities Act
of 1933, each filing of the Registrant's annual report pursuant to
Section 13(a) or 15(d) of the Exchange Act that is incorporated by
reference in this Registration Statement shall be deemed to be a new
registration statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
(h) Insofar as indemnification for liabilities arising
under the Securities Act of 1933 may be permitted to directors,
officers and controlling persons of the Registrant pursuant to the
foregoing provisions, or otherwise, the Registrant has been advised
that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the
Securities Act of 1933 and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities (other than
the payment by the Registrant of expenses incurred or paid by a
director, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by
such director, officer or controlling person in connection with the
securities being registered, the Registrant will, unless in the
opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question
whether such indemnification by it is against public policy as
expressed in the Securities Act of 1933 and will be governed by the
final adjudication of such issue.
7
<PAGE> 8
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
the Registrant certifies that it has reasonable grounds to believe that it
meets all the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Montvale, State of New Jersey, on this 12th day
of June, 1995.
DATASCOPE CORP.
By: /s/ Lawrence Saper
--------------------------------
Lawrence Saper
Chairman of the Board
and President
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned
whose signature appears below constitutes and appoints Lawrence Saper and
Murray Pitkowsky, and each of them (with full power of each of them to act
alone), his true and lawful attorneys-in-fact and agents, with full power of
substitution and resubstitution for him and on his behalf, and in his name,
place and stead, in any and all capacities to execute and sign any and all
amendments or post-effective amendments to this registration statement, and to
file the same, with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorney-in-fact and agents, and each of them, full power and authority to do
and perform each and every act and thing requisite or necessary to be done in
and about the premises, as fully to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that said
attorney-in-fact and agents or any of them or their or his substitute, may
lawfully do or cause to be done by virtue hereof and the Registrant hereby
confers like authority on its behalf.
Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement has been signed below by the following persons in
the capacities and on the dates indicated.
<TABLE>
<CAPTION>
Name and Signature Title Date
------------------ ----- ----
<S> <C> <C>
/s/ Lawrence Saper Chairman of the Board, June 12, 1995
--------------------------- President and Director
Lawrence Saper (Principal Executive Officer)
/s/ Murray Pitkowsky Senior Vice President, June 12, 1995
--------------------------- Secretary
Murray Pitkowsky
</TABLE>
<PAGE> 9
<TABLE>
<S> <C> <C>
/s/ Stephen E. Wasserman Vice President, Treasurer, Chief June 12, 1995
--------------------------- Financial Officer, President -
Stephen E. Wasserman Patient Monitoring Division
(Principal Financial and Accounting
Officer)
/s/ David Altschiller Director June 12, 1995
---------------------------
David Altschiller
/s/ William L. Asmundson Director June 12, 1995
---------------------------
William L. Asmundson
/s/ Joseph Grayzel, M.D. Director June 12, 1995
---------------------------
Joseph Grayzel, M.D.
/s/ George Heller Director June 12, 1995
---------------------------
George Heller
/s/ Norman M. Schneider Director June 12, 1995
---------------------------
Norman M. Schneider
</TABLE>
<PAGE> 10
DATASCOPE CORP.
FORM S-8
REGISTRATION STATEMENT
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit Sequentially
- ------- Numbered
Page
------------
<S> <C> <C>
4.1 Datascope Corp. Stock Option Agreement made as of March 1, 1990
between Registrant and David Altschiller.
4.2 Datascope Corp. Stock Option Agreement made as of September 28, 1990
between Registrant and David Altschiller.
4.3 Datascope Corp. Stock Option Agreement made as of February 23, 1995
between Registrant and David Altschiller.
4.4 Datascope Corp. Stock Option Agreement made as of March 1, 1990
between Registrant and William L. Asmundson.
4.5 Datascope Corp. Stock Option Agreement made as of February 23, 1995
between Registrant and William L. Asmundson.
4.6 Datascope Corp. Stock Option Agreement made as of May 11, 1993
between Registrant and Sjef Ernst.
4.7 Datascope Corp. Stock Option Agreement made as of February 23, 1995
between Registrant and Leonard Gottlieb.
4.8 Datascope Corp. Stock Option Agreement made as of December 7, 1988
between Registrant and Joseph Grayzel, M.D.
4.9 Datascope Corp. Stock Option Agreement made as of March 1, 1990
between Registrant and Joseph Grayzel, M.D.
4.10 Datascope Corp. Stock Option Agreement made as of February 23, 1995
between Registrant and Joseph Grayzel, M.D.
4.11 Datascope Corp. Stock Option Agreement made as of February 23, 1995
between Registrant and Joseph Grayzel, M.D.
4.12 Datascope Corp. Stock Option Agreement made as of February 19, 1993
between Registrant and George Heller.
</TABLE>
<PAGE> 11
<TABLE>
<CAPTION>
Exhibit Sequentially
- ------- Numbered
Page
------------
<S> <C> <C>
4.13 Datascope Corp. Stock Option Agreement made as of February 23, 1995
between Registrant and George Heller.
4.14 Datascope Corp. Stock Option Agreement made as of January 22, 1993
between Registrant and Tracy Moon.
4.15 Datascope Corp. Stock Option Agreement made as of May 18, 1994
between Registrant and Tracy Moon.
4.16 Datascope Corp. Stock Option Agreement made as of May 11, 1994
between Registrant and Gunther Ruttgers.
4.17 Datascope Corp. Stock Option Agreement made as of March 1 1990
between Registrant and Norman M. Schneider.
4.18 Datascope Corp. Stock Option Agreement made as of February 23, 1995
between Registrant and Norman M. Schneider
4.19 Special Stock Grant, from Registrant to Susan Chapman.
4.20 Special Stock Grant, from Registrant to Patricia Shields.
5 Opinion of Shereff, Friedman, Hoffman & Goodman, LLP.
23.1 Consent of Deloitte & Touche, LLP
23.2 Consent of Shereff, Friedman, Hoffman & Goodman, LLP (included in
Exhibit 5.)
24 Power of Attorney (included in signature page to this Registration
Statement.)
</TABLE>
<PAGE> 1
Exhibit 4.1
DATASCOPE CORP.
STOCK OPTION AGREEMENT
----------------------
Agreement, made as of the 1st day of March, 1990 between DATASCOPE
CORP. (the "Company"), a Delaware corporation, and David Altschiller (the
"Optionee"), residing at Hook Road, Bedford, New York 10506 (the "Agreement").
The Optionee has been elected as a director of the Company at the
annual meeting of the shareholders of the Company held on December 6, 1989. The
Company has agreed that, in addition to directors' fees, the Optionee should
receive a ten-year option to purchase 3,000 shares of Common Stock of the
Company. Accordingly, on March 1, 1990, the Board of Directors of the Company
has approved the grant by the Company to the Optionee of a stock option to
purchase 3,000 shares of the Company's Common Stock, par value $.01 per share
("Shares"), subject to and upon the terms and conditions set forth herein (the
"Option").
<PAGE> 2
Therefore, in consideration of the premises and other good and valuable
consideration, the parties hereto have agreed as follows:
1. (a) The price at which the Optionee shall have the right to
purchase Shares under this Agreement is $23.50 per Share, subject to adjustment
as provided in Paragraph 4.
(b) Subject to Paragraph 1(c), unless the Option is previously
terminated pursuant to this Agreement, the Option shall be exercisable with
respect to all 3,000 Shares beginning on March 1, 1990 through February 29,
2000; provided, however, that the Option shall cease to be exercisable on the
date of the termination of the Optionee's status as a director of the Company.
(c) If the Optionee's status as a director of the Company
terminates due to disability or to death, the Option shall be exercisable as
provided in this subparagraph. The Optionee or, in the event of his disability,
his duly appointed guardian or conservator or, in the event of his death, his
duly appointed executor or
-2-
<PAGE> 3
administrator shall have the privilege of exercising the unexercised portion of
the Option which the Optionee could have exercised on the day on which his
status as a director of the Company terminated, provided, however, that such
exercise must be in accordance with the terms of this Agreement and within one
(1) year of the Optionee's disability or death, as the case may be. In no
event, however, shall the Optionee or his duly appointed guardian or
conservator or his duly appointed executor or administrator, as the case may
be, exercise the Option after February 29, 2000.
2. Nothing contained herein shall be construed (i) to confer on the
Optionee any right to continue to serve as a director of the Company or (ii) to
obligate the Company (including its shareholders, directors and officers) to
either re-nominate the Optionee for election or re-elect the nominee to serve
as a director or (iii) to derogate from any right of the Company (including its
shareholders, directors and officers) to remove or request the resignation of
the Optionee from the Company's Board of Directors.
-3-
<PAGE> 4
3. (a) The Option shall not be sold, pledged, assigned or transferred
in any manner except to the extent that the Option may be exercised as provided
in Paragraph 1(c).
(b) For all purposes of this Agreement, except the Preamble and
Paragraph 1(b), the term "Optionee" shall include any person entitled to
exercise the Option pursuant to Paragraph 1(c).
4. (a) If the outstanding Shares of the Company are subdivided,
consolidated, increased, decreased, changed into or exchanged for a different
number or kind of shares or securities of the Company through reorganization,
merger, recapitalization, reclassification, capital adjustment or otherwise, or
if the Company shall issue Shares as a dividend or upon a stock split, then the
number and kind of shares subject to the unexercised portion of the Option and
the exercise price of the Option shall be adjusted to prevent the inequitable
enlargement or dilution of any rights hereunder, provided, however, that any
such adjustment shall be made without change in the total exercise price
applicable to the unexecised portion of the Option. Adjustments under this
paragraph shall be made by the Board of Directors, whose determination shall be
final
-4-
<PAGE> 5
and binding and conclusive. In computing any adjustment under this paragraph,
any fractional share shall be eliminated. Nothing contained in this Agreement
shall be construed to affect in any way the right or power of the Company to
make any adjustment, reclassification, reorganization or changes to its capital
or business structure or to merge or to consolidate or to dissolve, liquidate or
transfer all or any part of its business or assets.
(b) In the event of the dissolution or liquidation of the
Company, or in the event of a merger or consolidation in which (1) the Company
is not the surviving corporation, and (2) the agreements governing such merger
or consolidation do not provide for the issuance to the Optionee of a Substitute
Option (as hereinafter defined ) or the express assumption of this Option, the
Option and any rights hereunder shall terminate as of the effective date of any
such dissolution, liquidation, merger or consolidation date. For purposes of
this Paragraph 4, a Substitute Option shall mean an option under which the
Optionee has the right to purchase on substantially equivalent terms (as
hereinafter defined) (in lieu of Shares), the stock, securities or other
property he would have been entitled to
-5-
<PAGE> 6
receive upon the consummation of such merger or consolidation had he exercised
the option immediately prior thereto.
5. The Option shall be exercised when written notice of such exercise,
signed by the Optionee, has been delivered or transmitted by registered or
certified mail, to the Secretary of the Company at its principal office. Said
written notice shall specify the number of Shares purchasable under the Option
which the Optionee then wishes to purchase and shall be accompanied by (i) such
documentation, if any, as may be required by the Company as provided in
Paragraph 6 or 7 and (ii) payment of the aggregate option price. Such payment
shall be in the form of (i) cash or a certified check (unless such certification
is waived by the Company) payable to the order of the Company in the amount of
the aggregate option price for such number of Shares, (ii) certificates duly
endorsed for transfer (with all transfer taxes paid or provided for) evidencing
a number of Shares of which the aggregate fair market value on the date of
exercise is equal to the aggregate option exercise price of the Shares being
purchased, or (iii) a combination of these methods of payment. Delivery of said
notice and such documentation shall constitute an irrevocable election to
purchase the
-6-
<PAGE> 7
Shares specified in said notice, and the date on which the Company receives
said notice and documentation shall, subject to the provisions of Paragraphs 6
and 7, be the date as of which the Shares so purchased shall be deemed to have
been issued. The Optionee shall not have the right or status as a holder of the
Shares to which such exercise relates prior to receipt by the Company of such
payment, notice and documentation. For purposes of this Agreement, the fair
market value per Share on a given date shall be: (i) if the Shares are listed
on a registered securities exchange or included in the National Market System,
the closing price per Share on such date (or, if there was no trading on such
exchange on such date, on the next preceeding day on which there was trading);
(ii) if the Shares are not listed on a registered securities exchange or
included in the National Market System, but the bid and asked prices per Share
are provided by NASDAQ, the National Quotation Bureau Incorporated or any
similar organization, the average of the closing bid and asked price per Share
on such date (or, if there was no trading in the Shares on such date, on the
next preceding day on which there was trading) as provided by such
organization; and (iii) if the Shares are not traded on a registered securities
exchange and the bid and asked prices per Share are not provided by NASDAQ, the
National Quotation Bureau Incorporated or any similar
-7-
<PAGE> 8
organization, as determined by the agreement of the parties in good faith or,
in the absence of such agreement, as determined pursuant to arbitration under
the auspices of the American Arbitration Association.
6. Anything in this Agreement to the contrary notwithstanding, in no
event may the Option be exercisable if the Company shall determine in good
faith that (i) the listing, registration or qualification of any Shares
otherwise deliverable upon such exercise, upon any securities exchange or under
any state or federal law, or (ii) the consent or approval of any regulatory
body or the satisfaction of withholding tax or other withholding liabilities is
necessary or desirable in connection with such exercise. In such event, such
exercise shall be held in abeyance and shall not be effective unless and until
such withholding, listing, registration, qualification or approval shall have
been effected or obtained free of any conditions not reasonably acceptable to
the Company.
7. (a) The Company shall not be deemed obligated to the Optionee to
register any of the Shares which may be acquired pursuant to any exercise of
the Option under the Securities Act of 1933 (the "Act"). The Optionee
acknowledges that, if the Shares are not so registered, his
-8-
<PAGE> 9
acquisition of any of the shares pursuant to an exercise of the Option will be
made in part in reliance upon the exemption from the registration requirements
of the Act afforded by Section 4(2) of the Act for transactions by an issuer
not involving any public offering. The Optionee further acknowledges that the
Company's reliance upon this exemption at the time of any exercise of the
Option will be predicated upon the Optionee's representation at that time that
such Shares are being acquired by him as an investment solely for his account
and that he then has no intention of selling, pledging, transferring or
otherwise distributing or disposing of all or any part of such Shares or any
interest or participation therein except as permitted by the Act and the rules
and regulations promulgated thereunder. The Optionee further acknowledges
that, accordingly, if the Shares are not so registered, the receipt by the
Board of Directors of written representations to such effect is a condition
precedent to the right to exercise the Option, in whole or in part.
(b) The Optionee agrees that there will be no disposition of
all or any part of the Shares acquired pursuant to any exercise of the Option
or any interest or interests therein, unless and until such disposition has
-9-
<PAGE> 10
been registered under the Act or the Company receives an opinion of its counsel
that registration under the Act is not required in connection with such
disposition.
(c) The Optionee agrees that upon any exercise of the Option,
unless the Shares acquired pursuant to such exercise have been registered under
the Act, the transfer agent for the Shares acquired pursuant to such exercise
will be instructed to place appropriate stop orders against the transfer of the
Shares and that the certificate or certificates to be issued representing the
Shares will conspicuously bear a legend substantially as follows:
The shares represented by this certificate have not been
registered under the Securities Act of 1933. The shares have
been acquired for investment and may not be sold, transferred,
pledged, hypothecated or otherwise disposed of in the absence
of an effective registration statement for the shares under
the Securities Act of 1933 or an opinion of counsel to the
Company that registration is not required under said Act.
(d) The Optionee acknowledges that he is presently familiar with
the Company's business, operations and financial condition. In this connection
the Company agrees that, upon the request of the Optionee, it will provide the
Optionee with a copy of its then most recent Annual Report to Shareholders, its
then most recent
-10-
<PAGE> 11
definitive Proxy Statement in connection with a meeting of its shareholders for
the election of directors, its then most recent Annual Report on Form 10-K, and
all Quarterly Reports on Form 10-Q and Current Reports on Form 8-K filed by the
Company with the Securities and Exchange Commission subsequent to the filing of
its then most recent Annual Report on Form 10-K. In addition, the principal
officers of the Company will be reasonably available to discuss with the
Optionee the information contained in these documents.
8. This Agreement shall be construed and enforced in accordance with
the laws of the State of New Jersey.
9. Subject to Paragraphs 1(c) and 3, this Agreement shall be binding
upon and shall inure to the benefit of the parties hereto and their respective
heirs, personal representatives, successors or assigns, as the case may be.
-11-
<PAGE> 12
IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first above written.
DATASCOPE CORP.
By /s/ Lawrence Saper
---------------------------------
Lawrence Saper
/s/ David Altschiller
---------------------------------
David Altschiller
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<PAGE> 1
EXHIBIT 4.2
DATASCOPE CORP.
STOCK OPTION AGREEMENT
Agreement, made as of the 28th day of September, 1990 between DATASCOPE
CORP. (the "Company"), a Delaware corporation, and David Altschiller (the
"Optionee"), residing at Hook Road, Bedford, New York 10506 (the "Agreement").
The Optionee is a director of the Company. The Company has agreed that
the Optionee should receive a ten year option to purchase 5,000 shares of
Common Stock of the Company. Accordingly, on September 28, 1990, the Board of
Directors of the Company has approved the grant by the Company to the Optionee
of a stock option to purchase 5,000 shares of the Company's Common Stock, par
value $.01 per share ("Shares"), subject to and upon the terms and conditions
set forth herein (the "Option").
Therefore, in consideration of the premises and other good and valuable
consideration, the parties hereto have agreed as follows:
1. (a) The price at which the Optionee shall have the right to
purchase Shares under this Agreement is $22.125 per Share, subject to
adjustment as provided in Paragraph 4.
<PAGE> 2
(b) Subject to Paragraph 1(c), unless the Option is previously
terminated pursuant to this Agreement, the Option shall be exercisable with
respect to all 5,000 Shares beginning on September 28, 1990 through September
27, 2000; provided, however, that the Option shall cease to be exercisable on
the date of the termination of the Optionee's status as a director of the
Company.
(c) If the Optionee's status as a director of the Company
terminates due to disability or to death, the Option shall be exercisable as
provided in this subparagraph. The Optionee or, in the event of his
disability, his duly appointed guardian or conservator or, in the event of his
death, his duly appointed executor or administrator shall have the privilege of
exercising the unexercised portion of the Option which the Optionee could have
exercised on the day on which his status as a director of the Company
terminated, provided, however, that such exercise must be in accordance with
the terms of this Agreement and within one (1) year of the Optionee's
disability or death, as the case may be. In no event, however, shall the
Optionee or his duly appointed guardian or conservator or his duly appointed
executor or administrator, as the case may be, exercise the Option after
September 27, 2000.
-2-
<PAGE> 3
2. Nothing contained herein shall be construed (i) to confer on the
Optionee any right to continue to serve as a director of the Company or (ii) to
obligate the Company (including its shareholders, directors and officers) to
either re-nominate the Optionee for election or re-elect the nominee to serve
as a director or (iii) to derogate from any right of the Company (including its
shareholders, directors and officers) to remove or request the resignation of
the Optionee from the Company's Board of Directors.
3. (a) The Option shall not be sold, pledged, assigned or transferred in
any manner except to the extent that the Option may be exercised as provided in
Paragraph 1(c).
(b) For all purposes of this Agreement, except the Preamble and
Paragraph 1(b), the term "Optionee" shall include any person entitled to
exercise the Option pursuant to Paragraph 1(c).
4. (a) If the outstanding Shares of the Company are subdivided,
consolidated, increased, decreased, changed into or exchanged for a different
number or kind of shares or securities of the Company through reorganization,
merger, recapitalization,
-3-
<PAGE> 4
reclassification, capital adjustment or otherwise, or if the Company shall
issue Shares as a dividend or upon a stock split, then the number and kind of
shares subject to the unexercised portion of the Option and the exercise price
of the Option shall be adjusted to prevent the inequitable enlargement or
dilution of any rights hereunder, provided, however, that any such adjustment
shall be made without change in the total exercise price applicable to the
unexercised portion of the Option. Adjustments under this paragraph shall be
made by the Board of Directors, whose determination shall be final and binding
and conclusive. In computing any adjustment under this paragraph, any
fractional share shall be eliminated. Nothing contained in this Agreement shall
be construed to affect in any way the right or power of the Company to make any
adjustment, reclassification, reorganization or changes to its capital or
business structure or to merge or to consolidate or to dissolve, liquidate or
transfer all or any part of its business or assets.
(b) In the event of the dissolution or liquidation of the Company,
or in the event of a merger or consolidation in which (1) the Company is not
the surviving corporation, and (2) the agreements governing such merger or
consolidation do not provide for the issuance to the Optionee of a Substitute
Option (as hereinafter defined) or the express assumption of this
-4-<PAGE> 5
Option, the Option and any rights hereunder shall terminate as of the effective
date of any such dissolution, liquidation, merger or consolidation date. For
purposes of this Paragraph 4, a Substitute Option shall mean an option under
which the Optionee has the right to purchase on substantially equivalent terms
(as hereinafter defined) (in lieu of Shares), the stock, securities or other
property he would have been entitled to receive upon the consummation of such
merger or consolidation had he exercised the option immediately prior thereto.
5. The Option shall be exercised when written notice of such exercise,
signed by the Optionee, has been delivered or transmitted by registered or
certified mail, to the Secretary of the Company at its principal office. Said
written notice shall specify the number of Shares purchasable under the Option
which the Optionee then wishes to purchase and shall be accompanied by (i) such
documentation, if any, as may be required by the Company as provided in
Paragraph 6 or 7 and (ii) payment of the aggregate option price. Such payment
shall be in the form of (i) cash or a certified check (unless such
certification is waived by the Company) payable to the order of the Company in
the amount of the aggregate option price for such number of Shares, (ii)
certificates duly endorsed for transfer (with all transfer taxes paid or
provided for) evidencing a number of Shares of which the
-5-
<PAGE> 6
aggregate fair market value on the date of exercise is equal to the aggregate
option exercise price of the Shares being purchased, or (iii) a combination of
these methods of payment. Delivery of said notice and such documentation shall
constitute an irrevocable election to purchase the Shares specified in said
notice, and the date on which the Company receives said notice and
documentation shall, subject to the provisions of Paragraphs 6 and 7, be the
date as of which the Shares so purchased shall be deemed to have been issued.
The Optionee shall not have the right or status as a holder of the Shares to
which such exercise relates prior to receipt by the Company of such payment,
notice and documentation. For purposes of this Agreement, the fair market value
per Share on a given date shall be: (i) if the Share are listed on a registered
securities exchange or included in the National Market System, the closing
price per Share on such date (or, if there was no trading on such exchange on
such date, on the next preceding day on which there was trading); (ii) if the
Shares are not listed on a registered securities exchange or included in the
National Market System, but the bid and asked prices per Share are provided by
NASDAQ, the National Quotation Bureau Incorporated or any similar organization,
the average of the closing bid and asked price per Share on such date (or, if
there was no trading in the Shares on such date, on the next preceding day on
which there was trading) as provided by
-6-
<PAGE> 7
such organization; and (iii) if the Shares are not traded on a registered
securities exchange and the bid and asked prices per Share are not provided by
NASDAQ, the National Quotation Bureau Incorporated or any similar organization,
as determined by the agreement of the parties in good faith or, in the absence
of such agreement, as determined pursuant to arbitration under the auspices of
the American Arbitration Association.
6. Anything in this Agreement to the contrary notwithstanding, in no
event may the Option be exercisable if the Company shall determine in good
faith that (i) the listing, registration or qualification of any Shares
otherwise deliverable upon such exercise, upon any securities exchange or under
any state or federal law, or (ii) the consent or approval of any regulatory
body or the satisfaction of withholding tax or other withholding liabilities is
necessary or desirable in connection with such exercise. In such event, such
exercise shall be held in abeyance and shall not be effective unless and until
such withholding, listing, registration, qualification or approval shall have
been effected or obtained free of any conditions not reasonably acceptable to
the Company.
7. (a) The Company shall not be deemed obligated to the Optionee to
register any of the Shares which may be acquired
-7-
<PAGE> 8
pursuant to any exercise of the Option under the Securities Act of 1933 (the
"Act"). The Optionee acknowledges that, if the Shares are not so registered,
his acquisition of any of the shares pursuant to an exercise of the Option will
be made in part in reliance upon the exemption from the registration
requirements of the Act afforded by Section 4(2) of the Act for transactions by
an issuer not involving any public offering. The Optionee further acknowledges
that the Company's reliance upon this exemption at the time of any exercise of
the Option will be predicated upon the Optionee's representation at that time
that such Shares are being acquired by him as an investment solely for his
account and that he then has no intention of selling, pledging, transferring or
otherwise distributing or disposing of all or any part of such Shares or any
interest or participation therein except as permitted by the Act and the rules
and regulations promulgated thereunder. The Optionee further acknowledges that,
accordingly, if the Shares are not so registered, the receipt by the Board of
Directors of written representations to such effect is a condition precedent to
the right to exercise the Option, in whole or in part.
(b) The Optionee agrees that there will be no disposition of
all or any part of the Shares acquired pursuant to any exercise of the Option
or any interest or interests therein,
-8-
<PAGE> 9
unless and until such disposition has been registered under the Act or the
Company receives an opinion of its counsel that registration under the Act is
not required in connection with such disposition.
(c) The Optionee agrees that upon any exercise of the Option,
unless the Shares acquired pursuant to such exercise have been registered under
the Act, the transfer agent for the Shares acquired pursuant to such exercise
will be instructed to place appropriate stop orders against the transfer of the
Shares and that the certificate or certificates to be issued representing the
Shares will conspicuously bear a legend substantially as follows:
The shares represented by this certificate have not been registered
under the Securities Act of 1933. The shares have been acquired for
investment and may not be sold, transferred, pledged, hypothecated
or otherwise disposed of in the absence of an effective registration
statement for the shares under the Securities Act of 1933 or an opinion
of counsel to the Company that registration is not required under said
Act.
(d) The Optionee acknowledges that he is presently familiar
with the Company's business, operations and financial condition. In this
connection, the Company agrees that, upon the request of the Optionee, it will
provide the Optionee with a copy of its then most recent Annual Report to
-9-
<PAGE> 10
Shareholders, its then most recent definitive Proxy Statement in connection
with a meeting of its shareholders for the election of directors, its then most
recent Annual Report on Form 10-K, and all Quarterly Reports on Form 10-Q and
Current Reports on Form 8-K filed by the Company with the Securities and
Exchange Commission subsequent to the filing of its then most recent Annual
Report on Form 10-K. In addition, the principal officers of the Company will
be reasonably available to discuss with the Optionee the information contained
in these documents.
8. This Agreement shall be construed and enforced in accordance with
the laws of the State of New Jersey.
9. Subject to Paragraphs 1(c) and 3, this Agreement shall be binding
upon and shall inure to the benefit of the parties hereto and their respective
heirs, personal representatives, successors or assigns, as the case may be.
-10-
<PAGE> 11
IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first above written.
DATASCOPE CORP.
By /s/ Lawrence Saper
----------------------------
Lawrence Saper
/s/ David Altschiller
----------------------------
David Altschiller
-11-
<PAGE> 1
Exhibit 4.3
DATASCOPE CORP.
STOCK OPTION AGREEMENT
Agreement, made as of the 23rd day of February, 1995 between DATASCOPE
CORP. (the "Company"), a Delaware corporation, and David Altschiller (the
"Optionee"), residing at Hook Road, Bedford, New York 10506 (the "Agreement").
The Optionee has been elected as a director of the Company at the
annual meeting of the shareholders of the Company held on December 9, 1993.
The Company has agreed that, in addition to director's fees, the Optionee
should receive a ten-year option to purchase 5,000 shares of Common Stock of
the Company. Accordingly, on February 16, 1995 the Board of Directors, and on
February 23, 1995 the Compensation Committee of the Board of Directors, of the
Company each approved the grant by the Company to the Optionee of a stock
option to purchase 5,000 shares of the Company's Common Stock, par value $.01
per share (the "Shares"), subject to the approval of the Shareholders of the
Company and upon the terms and conditions set forth herein (the "Option").
1
<PAGE> 2
Therefore, in consideration of the premises and other good and
valuable consideration, the parties hereto have agreed as follows:
1. (a) The price at which the Optionee shall have the
right to purchase Shares under this Agreement is $18.25 per share, subject to
adjustment as provided in Paragraph 4.
(b) Subject to Paragraph 1(c), unless the Option is
previously terminated pursuant to this Agreement, the Option shall be
exercisable with respect to all 5,000 Shares on the date Shareholder approval
is obtained and ending February 22, 2005; provided, however, that the Option
shall cease to be exercisable on the date of the termination of the Optionee's
status as a director of the Company.
(c) If the Optionee's status as a director of the
Company terminates due to disability or to death, the Option shall be
exercisable as provided in this subparagraph. The Optionee or, in the event of
the Optionee's disability, his duly appointed guardian or conservator or, in
the event of the Optionee's death, his duly appointed executor or administrator
shall have the privilege of exercising the unexercised portion of the Option
which the Optionee could have exercised on the day on which his status as a
director of the company terminated, provided, however,
2
<PAGE> 3
that such exercise must be in accordance with the terms of this Agreement and
within one (1) year of the Optionee's disability or death, as the case may be.
In no event, however, shall the Optionee or his duly appointed guardian or
conservator or his duly appointed executor or administrator, as the case may
be, exercise the Option after February 22, 2005.
2. Nothing contained herein shall be construed (i) to confer
on the Optionee any right to continue to serve as a director of the Company or
(ii) to obligate the Company (including its shareholders, directors and
officers) to either re-nominate the Optionee for election or re-elect the
nominee to serve as a director or (iii) to derogate from any right of the
company (including its shareholders, directors and officers) to remove or
request the resignation of the Optionee from the Company's Board of Directors.
3. (a) The Option shall not be sold, pledged,
assigned or transferred in any manner except to the extent that the Option may
be exercised as provided in Paragraph 1(c).
(b) For all purposes of this Agreement, except
the Preamble and Paragraph 1(b), the term "Optionee" shall include any person
entitled to exercise the Option pursuant to Paragraph 1(c).
3
<PAGE> 4
4. (a) If the outstanding Shares of the Company are
subdivided, consolidated, increased, decreased, changed into or exchanged for a
different number or kind of shares or securities of the Company through
reorganization, merger, recapitalization, reclassification, capital adjustment
or otherwise, or if the Company shall issue Shares as a dividend or upon a
stock split, then the number and kind of shares subject to the unexercised
portion of the Option and the exercise price of the Option shall be adjusted to
prevent the inequitable enlargement or dilution of any rights hereunder,
provided, however, that any such adjustment shall be made without change in the
total exercise price applicable to the unexercised portion of the Option.
Adjustments under this paragraph shall be made by the Board of Directors, whose
determination shall be final and binding and conclusive. In computing any
adjustment under this paragraph, any fractional share shall be eliminated.
Nothing contained in this Agreement shall be construed to affect in any way the
right or power of the Company to make any adjustment, reclassification,
reorganization or changes to its capital or business structure or to merge or
to consolidate or to dissolve, liquidate or transfer all or any part of its
business or assets.
(b) In the event of the dissolution or
liquidation of the Company, or in the event of a merger or consolidation in
which (1) the Company is not the surviving corporation, and (2) the agreements
governing such merger or consolidation do not provide for the issuance to the
Optionee
4
<PAGE> 5
of a Substitute Option (as hereinafter defined) or the express assumption of
this Option, the Option and any rights hereunder shall terminate as of the
effective date of any such dissolution, liquidation, merger or consolidation
date. For purposes of this Paragraph 4, a Substitute Option shall mean an
option under which the Optionee has the right to purchase on substantially
equivalent terms (as hereinafter defined) (in lieu of Shares), the stock,
securities or other property he would have been entitled to receive upon the
consummation of such merger or consolidation had he exercised the option
immediately prior thereto.
5. The Option shall be exercised when written notice of
such exercise, signed by the Optionee, has been delivered or transmitted by
registered or certified mail, to the Secretary of the Company at its principal
office. Said written notice shall specify the number of Shares purchasable
under the Option which the Optionee then wishes to purchase and shall be
accompanied by (i) such documentation, if any, as may be required by the
Company as provided in Paragraph 6 or 7 and (ii) payment of the aggregate
option price. Such payment shall be in the form of (i) cash or a certified
check (unless such certification is waived by the Company) payable to the order
of the Company in the amount of the aggregate option price for such number of
Shares, (ii) certificates duly endorsed for transfer (with all transfer taxes
paid or provided for) evidencing a number of Shares of which the aggregate fair
market value on the date of exercise is equal
5
<PAGE> 6
to the aggregate option exercise price of the shares being purchased, or (iii)
a combination of these methods of payment. Delivery of said notice and such
documentation shall constitute an irrevocable election to purchase the shares
specified in said notice, and the date on which the Company receives said
notice and documentation shall, subject to the provisions of Paragraphs 6 and
7, be the date as of which the Shares so purchased shall be deemed to have been
issued. The Optionee shall not have the right or status as a holder of the
Shares to which such exercise relates prior to receipt by the Company of such
payment, notice and documentation. For purposes of this Agreement, the fair
market value per Share on a given date shall be: (i) if the Shares are listed
on a registered securities exchange or included in the National Market System,
the closing price per Share on such date (or, if there was no trading on such
exchange on such date, on the next preceding day on which there was trading);
(ii) if the Shares are not listed on a registered securities exchange or
included in the National Market System, but the bid and asked prices per Share
are provided by NASDAQ, the National Quotation Bureau Incorporated or any
similar organization, the average of the closing bid and asked price per Share
on such date (or, if there was no trading in the Shares on such date, on the
next preceding day on which there was trading) as provided by such
organization; and (iii) if the Shares are not traded on a registered securities
exchange and the bid and asked prices per Share are not provided by NASDAQ, the
National Quotation Bureau Incorporated or any similar
6
<PAGE> 7
organization, as determined by the agreement of the parties in good faith or,
in the absence of such agreement, as determined pursuant to arbitration under
the auspices of the American Arbitration Association.
6. Anything in this Agreement to the contrary
notwithstanding, in no event may the Option be exercisable if the Company shall
determine in good faith that (i) the listing, registration or qualification of
any Shares otherwise deliverable upon such exercise, upon any securities
exchange or under any state or federal law, or (ii) the consent or approval of
any regulatory body or the satisfaction of withholding tax or other withholding
liabilities is necessary or desirable in connection with such exercise. In
such event, such exercise shall be held in abeyance and shall not be effective
unless and until such withholding, listing, registration, qualification or
approval shall have been effected or obtained free of any conditions not
reasonably acceptable to the Company.
7. (a) The Company shall not be deemed obligated to
the Optionee to register any of the Shares which may be acquired pursuant to
any exercise of the Option under the Securities Act of 1933 (the "Act"). The
Optionee acknowledges that, if the Shares are not so registered, his
acquisition of any of the shares pursuant to an exercise of the Option will be
made in part in reliance upon the exemption from the registration requirements
of the Act afforded by Section 4(2)
7
<PAGE> 8
of the Act for transactions by an issuer not involving any public offering.
The Optionee further acknowledges that the Company's reliance upon this
exemption at the time of any exercise of the Option will be predicated upon the
Optionee's representation at that time that such Shares are being acquired by
him as an investment solely for his account and that he then has no intention
of selling, pledging, transferring or otherwise distributing or disposing of
all or any part of such Shares or any interest or participation therein except
as permitted by the Act and the rules and regulations promulgated thereunder.
The Optionee further acknowledges that, accordingly, if the Shares are not so
registered, the receipt by the Board of Directors of written representations to
such effect is a condition precedent to the right to exercise the Option, in
whole or in part.
(b) The Optionee agrees that there will be no
disposition of all or any part of the Shares acquired pursuant to any exercise
of the Option or any interest or interests therein, unless and until such
disposition has been registered under the Act or the Company receives an
opinion of its counsel that registration under the Act is not required in
connection with such disposition.
(c) The Optionee agrees that upon any exercise of
the Option, unless the Shares acquired pursuant to such exercise have been
registered under the Act, the transfer agent for the Shares acquired pursuant
to such exercise will
8
<PAGE> 9
be instructed to place appropriate stop orders against the transfer of the
Shares and that the certificate or certificates to be issued representing the
Shares will conspicuously bear a legend substantially as follows:
The shares represented by this certificate have not been registered
under the Securities Act of 1933. The shares have been acquired for
investment and may not be sold, transferred, pledged, hypothecated or
otherwise disposed of in the absence of an effective registration
statement for the shares under the Securities Act of 1933 or an
opinion of counsel to the Company that registration is not required
under said Act.
(d) The Optionee acknowledges that he is
presently familiar with the Company's business, operations and financial
condition. In this connection, the Company agrees that, upon the request of
the Optionee, it will provide the Optionee with a copy of its then most recent
Annual Report to Shareholders, its then most recent definitive Proxy Statement
in connection with a meeting of its shareholders for the election of directors,
its then most recent Annual Report on Form 10-K, and all Quarterly Reports on
Form 10-Q and Current Reports on Form 8-K filed by the Company with the
Securities and Exchange Commission subsequent to the filing of its then most
recent Annual Report on Form 10-K. In addition, the principal officers of the
Company will be reasonably available to discuss with the Optionee the
information contained in these documents.
9
<PAGE> 10
8. This Agreement shall be construed and enforced in
accordance with the laws of the State of Delaware.
9. Subject to Paragraphs 1(c) and 3, this Agreement
shall be binding upon and shall inure to the benefit of the parties hereto and
their respective heirs, personal representatives, successors or assigns, as the
case may be.
IN WITNESS WHEREOF, the parties have executed this
Agreement as of the date first above written.
DATASCOPE CORP.
BY: /s/ Murray Pitkowsky
---------------------------
Murray Pitkowsky
/s/ David Altschiller
---------------------------
David Altschiller
10
<PAGE> 1
Exhibit 4.4
DATASCOPE CORP.
STOCK OPTION AGREEMENT
----------------------
Agreement, made as of the 1st day of March, 1990 between DATASCOPE
CORP. (the "Company"), a Delaware corporation, and William L. Asmundson (the
"Optionee"), residing at 130 West 79th Street, #11B, New York, New York 10024
(the "Agreement").
The Optionee has been elected as a director of the Company at the
annual meeting of the shareholders of the Company held on December 6, 1989. The
Company has agreed that, in addition to directors' fees, the Optionee should
receive a ten-year option to purchase 3,000 shares of Common Stock of the
Company. Accordingly, on March 1, 1990, the Board of Directors of the Company
has approved the grant by the Company to the Optionee of a stock option to
purchase 3,000 shares of the Company's Common Stock, par value $.01 per share
("Shares"), subject to and upon the terms and conditions set forth herein (the
"Option").
<PAGE> 2
Therefore, in consideration of the premises and other good and valuable
consideration, the parties hereto have agreed as follows:
1. (a) The price at which the Optionee shall have the right to
purchase Shares under this Agreement is $23.50 per Share, subject to adjustment
as provided in Paragraph 4.
(b) Subject to Paragraph 1(c), unless the Option is previously
terminated pursuant to this Agreement, the Option shall be exercisable with
respect to all 3,000 Shares beginning on March 1, 1990 through February 29,
2000; provided, however, that the Option shall cease to be exercisable on the
date of the termination of the Optionee's status as a director of the Company.
(c) If the Optionee's status as a director of the Company
terminates due to disability or to death, the Option shall be exercisable as
provided in this subparagraph. The Optionee or, in the event of his disability,
his duly appointed guaradian or conservator or, in the event of his death, his
duly appointed executor or
-2-
<PAGE> 3
administrator shall have the privilege of exercising the unexercised portion of
the Option which the Optionee could have exercised on the day on which his
status as a director of the Company terminated, provided, however, that such
exercise must be in accordance with the terms of this Agreement and within one
(1) year of the Optionee's disability or death, as the case may be. In no
event, however, shall the Optionee or his duly appointed guardian or
conservator or his duly appointed executor or administrator, as the case may
be, exercise the Option after February 29, 2000.
2. Nothing contained herein shall be construed (i) to confer on the
Optionee any right to continue to serve as a director of the Company or (ii) to
obligate the Company (including its shareholders, directors and officers) to
either re-nominate the Optionee for election or re-elect the nominee to serve
as a director or (iii) to derogate from any right of the Company (including its
shareholders, directors and officers) to remove or request the resignation of
the Optionee from the Company's Board of Directors.
-3-
<PAGE> 4
3. (a) The Option shall not be sold, pledged, assigned or transferred
in any manner except to the extent that the Option may be exercised as provided
in Paragraph 1(c).
(b) For all purposes of this Agreement, except the Preamble and
Paragraph 1(b), the term "Optionee" shall include any person entitled to
exercise the Option pursuant to Paragraph 1(c).
4. (a) If the outstanding Shares of the Company are subdivided,
consolidated, increased, decreased, changed into or exchanged for a different
number or kind of shares or securities of the Company through reorganization,
merger, recapitalization, reclassification, capital adjustment or otherwise, or
if the Company shall issue Shares as a dividend or upon a stock split, then the
number and kind of shares subject to the unexercised portion of the Option and
the exercise price of the Option shall be adjusted to prevent the inequitable
enlargement or dilution of any rights hereunder, provided, however, that any
such adjustment shall be made without change in the total exercise price
applicable to the unexercised portion of the Option. Adjustments under this
paragraph shall be made by the Board of Directors, whose determination shall be
final
-4-
<PAGE> 5
and binding and conclusive. In computing any adjustment under this paragraph,
any fractional shares shall be eliminated. Nothing contained in this Agreement
shall be construed to affect in any way the right or power of the Company to
make any adjustment, reclassification, reorganization or changes to its capital
or business structure or to merge or to consolidate or to dissolve, liquidate or
transfer all or any part of its business or assets.
(b) In the event of the dissolution or liquidation of the
Company, or in the event of a merger or consolidation in which (1) the Company
is not the surviving corporation, and (2) the agreements governing such merger
or consolidation do not provide for the issuance to the Optionee of a
Substitute Option (as hereinafter defined) or the express assumption of this
Option, the Option and any rights hereunder shall terminate as of the effective
date of any such dissolution, liquidation, merger or consolidation date. For
purposes of this Paragraph 4, a Substitute Option shall mean an option under
which the Optionee has the right to purchase on substantially equivalent terms
(as hereinafter defined) (in lieu of Shares), the stock,
- 5 -
<PAGE> 6
securities or other property he would have been entitled to receive upon the
consummation of such merger or consolidation had he exercised the option
immediately prior thereto.
5. The Option shall be exercised when written notice of such exercise,
signed by the Optionee, has been delivered or transmitted by registered or
certified mail, to the Secretary of the Company at its principal office. Said
written notice shall specify the number of Shares purchasable under the Option
which the Optionee then wishes to purchase and shall be accompanied by (i) such
documentation, if any, as may be required by the Company as provided in
Paragraph 6 or 7 and (ii) payment of the aggregate option price. Such payment
shall be in the form of (i) cash or a certified check (unless such
certification is waived by the Company) payable to the order of the Company in
the amount of the aggregate option price for such number of Shares, (ii)
certificates duly endorsed for transfer (with all transfer taxes paid or
provided for) evidencing a number of Shares of which the aggregate fair market
value on the date of exercise is equal to the aggregate option exercise price
of the Shares being purchased, or (iii) a combination of these methods of
payment. Delivery of said notice and such documentation
-6-<PAGE> 7
shall constitute an irrevocable election to purchase the Shares specified in
said notice, and the date on which the Company receives said notice and
documentation shall, subject to the provisions of Paragraphs 6 and 7, be the
date as of which the Shares so purchased shall be deemed to have been issued.
The Optionee shall not have the right or status as a holder of the Shares to
which such exercise relates prior to receipt by the Company of such payment,
notice and documentation. For purposes of this Agreement, the fair market value
per Share on a given date shall be: (i) if the Shares are listed on a registered
securities exchange or included in the National Market System, the closing price
per Share on such date (or, if there was no trading on such exchange on such
date, on the next preceding day on which there was trading); (ii) if the Shares
are not listed on a registered securities exchange or included in the National
Market System, but the bid and asked prices per Share are provided by NASDAQ,
the National Quotation Bureau Incorporated or any similar organization, the
average of the closing bid and asked price per Share on such date (or, if there
was no trading in the Shares on such date, on the next preceding day on which
there was trading) as provided by such organization; and (iii) if the Shares are
not traded on a registered securities exchange and the bid and asked prices
per Share are not provided by NASDAQ,
-7-
<PAGE> 8
the National Quotation Bureau Incorporated or any similar organization, as
determined by the agreement of the parties in good faith or, in the absence of
such agreement, as determined pursuant to arbitration under the auspices of the
American Arbitration Association.
6. Anything in this Agreement to the contrary notwithstanding, in no
event may the Option be exercisable if the Company shall determine in good faith
that (i) the listing, registration or qualification of any Shares otherwise
deliverable upon such exercise, upon any securities exchange or under any state
or federal law, or (ii) the consent or approval of any regulatory body or the
satisfaction of withholding tax or other withholding liabilities is necessary or
desirable in connection with such exercise. In such event, such exercise shall
be held in abeyance and shall not be effective unless and until such
withholding, listing, registration, qualification or approval shall have been
effected or obtained free of any conditions not reasonably acceptable to the
Company.
7. (a) The Company shall not be deemed obligated to the Optionee to
register any of the Shares which may be acquired pursuant to any exercise of
the Option under the Securities Act of 1933 (the "Act"). The Optionee
-8-
<PAGE> 9
acknowledges that, if the Shares are not so registered, his acquisition of any
of the shares pursuant to an exercise of the Option will be made in part in
reliance upon the exemption from the registration requirements of the Act
afforded by Section 4(2) of the Act for transactions by an issuer not involving
any public offering. The Optionee further acknowledges that the Company's
reliance upon this exemption at the time of any exercise of the Option will be
predicated upon the Optionee's representation at that time that such Shares are
being acquired by him as an investment solely for his account and that he then
has no intention of selling, pledging, transferring or otherwise distributing
or disposing of all or any part of such Shares or any interest or participation
therein except as permitted by the Act and the rules and regulations
promulgated thereunder. The Optionee further acknowledges that, accordingly, if
the Shares are not so registered, the receipt by the Board of Directors of
written representations to such effect is a condition precedent to the right to
exercise the Option, in whole or in part.
(b) The Optionee agrees that there will be no disposition of
all or any part of the Shares acquired pursuant to any exercise of the Option
or any interest or interests therein, unless and until such disposition has
-9-
<PAGE> 10
been registered under the Act or the Company receives an opinion of its counsel
that registration under the Act is not required in connection with such
disposition.
(c) The Optionee agrees that upon any exercise of the Option,
unless the Shares acquired pursuant to such exercise have been registered under
the Act, the transfer agent for the Shares acquired pursuant to such exercise
will be instructed to place appropriate stop orders against the transfer of the
Shares and that the certificate or certificates to be issued representing the
Shares will conspicuously bear a legend substantially as follows:
The shares represented by this certificate have not been registered
under the Securities Act of 1933. The shares have been acquired for
investment and may not be sold, transferred, pledged, hypothecated or
otherwise disposed of in the absence of an effective registration
statement for the shares under the Securities Act of 1933 or an opinion
of counsel to the Company that registration is not required under said
Act.
(d) The Optionee acknowledges that he is presently familiar with
the Company's business, operations and financial condition. In this connection,
the Company agrees that, upon the request of the Optionee, it will provide the
Optionee with a copy of its then most recent Annual Report to Shareholders, its
then most recent
-10-
<PAGE> 11
definitive Proxy Statement in connection with a meeting of its shareholders for
the election of directors, its then most recent Annual Report on Form 10-K, and
all Quarterly Reports on Form 10-Q and Current Reports on Form 8-K filed by the
Company with the Securities and Exchange Commission subsequent to the filing
of its then most recent Annual Report on Form 10-K. In addition, the principal
officers of the Company will be reasonably available to discuss with the
Optionee the information contained in these documents.
8. This Agreement shall be construed and enforced in accordance with
the laws of the State of New Jersey.
9. Subject to Paragraph 1(c) and 3, this Agreement shall be binding
upon and shall inure to the benefit of the parties hereto and their respective
heirs, personal representatives, successors or assigns, as the case may be.
-11-
<PAGE> 12
IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first above written.
DATASCOPE CORP.
By /s/ George Heller
---------------------------
/s/ William L. Asmundson
---------------------------
William L. Asmundson
-12-
<PAGE> 1
Exhibit 4.5
DATASCOPE CORP.
STOCK OPTION AGREEMENT
Agreement, made as of the 23rd day of February, 1995 between DATASCOPE
CORP. (the "Company"), a Delaware corporation, and William L. Asmundson (the
"Optionee"), residing at 130 West 79th Street, #11B, New York, New York 10024
(the "Agreement").
The Optionee has been elected as a director of the Company at the
annual meeting of the shareholders of the Company held on December 10, 1992.
The Company has agreed that, in addition to director's fees, the Optionee
should receive a ten-year option to purchase 5,000 shares of Common Stock of
the Company. Accordingly, on February 16, 1995 the Board of Directors, and on
February 23, 1995 the Compensation Committee of the Board of Directors, of the
Company each approved the grant by the Company to the Optionee of a stock
option to purchase 5,000 shares of the Company's Common Stock, par value $.01
per share (the "Shares"), subject to the approval of the Shareholders of the
Company and upon the terms and conditions set forth herein (the "Option").
1
<PAGE> 2
Therefore, in consideration of the premises and other good and valuable
consideration, the parties hereto have agreed as follows:
1. (a) The price at which the Optionee shall have the right to
purchase Shares under this Agreement is $18.25 per share, subject to adjustment
as provided in Paragraph 4.
(b) Subject to Paragraph 1(c), unless the Option is previously
terminated pursuant to this Agreement, the Option shall be exercisable with
respect to all 5,000 Shares on the date Shareholder approval is obtained and
ending February 22, 2005; provided, however, that the Option shall cease to be
exercisable on the date of the termination of the Optionee's status as a
director of the Company.
(c) If the Optionee's status as a director of the Company
terminates due to disability or to death, the Option shall be exercisable as
provided in this subparagraph. The Optionee or, in the event of the Optionee's
disability, his duly appointed guardian or conservator or, in the event of the
Optionee's death, his duly appointed executor or administrator shall have the
privilege of exercising the unexercised portion of the Option which the Optionee
could have exercised on the day on which his status as a director of the company
terminated, provided, however,
2
<PAGE> 3
that such exercise must be in accordance with the terms of this Agreement and
within one (1) year of the Optionee's disability or death, as the case may be.
In no event, however, shall the Optionee or his duly appointed guardian or
conservator or his duly appointed executor or administrator, as the case may be,
exercise the Option after February 22, 2005.
2. Nothing contained herein shall be construed (i) to confer on the
Optionee any right to continue to serve as a director of the Company or (ii) to
obligate the Company (including its shareholders, directors and officers) to
either re-nominate the Optionee for election or re-elect the nominee to serve as
a director or (iii) to derogate from any right of the company (including its
shareholders, directors and officers) to remove or request the resignation of
the Optionee from the Company's Board of Directors.
3. (a) The Option shall not be sold, pledged, assigned or
transferred in any manner except to the extent that the Option may be exercised
as provided in Paragraph 1(c).
(b) For all purposes of this Agreement, except the Preamble
and Paragraph 1(b), the term "Optionee" shall include any person entitled to
exercise the Option pursuant to Paragraph 1(c).
3
<PAGE> 4
4. (a) If the outstanding Shares of the Company are subdivided,
consolidated, increased, decreased, changed into or exchanged for a different
number or kind of shares or securities of the Company through reorganization,
merger, recapitalization, reclassification, capital adjustment or otherwise, or
if the Company shall issue Shares as a dividend or upon a stock split, then the
number and kind of shares subject to the unexercised portion of the Option and
the exercise price of the Option shall be adjusted to prevent the inequitable
enlargement or dilution of any rights hereunder, provided, however, that any
such adjustment shall be made without change in the total exercise price
applicable to the unexercised portion of the Option. Adjustments under this
paragraph shall be made by the Board of Directors, whose determination shall be
final and binding and conclusive. In computing any adjustment under this
paragraph, any fractional share shall be eliminated. Nothing contained in this
Agreement shall be construed to affect in any way the right or power of the
Company to make any adjustment, reclassification, reorganization or changes to
its capital or business structure or to merge or to consolidate or to dissolve,
liquidate or transfer all or any part of its business or assets.
(b) In the event of the dissolution or liquidation of the
Company, or in the event of a merger or consolidation in which (1) the Company
is not the surviving corporation, and (2) the agreements governing such merger
or consolidation do not provide for the issuance to the Optionee
4
<PAGE> 5
of a Substitute Option (as hereinafter defined) or the express assumption of
this Option, the Option and any rights hereunder shall terminate as of the
effective date of any such dissolution, liquidation, merger or consolidation
date. For purposes of this Paragraph 4, a Substitute Option shall mean an
option under which the Optionee has the right to purchase on substantially
equivalent terms (as hereinafter defined) (in lieu of Shares), the stock,
securities or other property he would have been entitled to receive upon the
consummation of such merger or consolidation had he exercised the option
immediately prior thereto.
5. The Option shall be exercised when written notice of such
exercise, signed by the Optionee, has been delivered or transmitted by
registered or certified mail, to the Secretary of the Company at its principal
office. Said written notice shall specify the number of Shares purchasable
under the Option which the Optionee then wishes to purchase and shall be
accompanied by (i) such documentation, if any, as may be required by the Company
as provided in Paragraph 6 or 7 and (ii) payment of the aggregate option price.
Such payment shall be in the form of (i) cash or a certified check (unless such
certification is waived by the Company) payable to the order of the Company in
the amount of the aggregate option price for such number of Shares, (ii)
certificates duly endorsed for transfer (with all transfer taxes paid or
provided for) evidencing a number of Shares of which the aggregate fair market
value on the date of exercise is equal
5
<PAGE> 6
to the aggregate option exercise price of the shares being purchased, or (iii) a
combination of these methods of payment. Delivery of said notice and such
documentation shall constitute an irrevocable election to purchase the shares
specified in said notice, and the date on which the Company receives said notice
and documentation shall, subject to the provisions of Paragraphs 6 and 7, be the
date as of which the Shares so purchased shall be deemed to have been issued.
The Optionee shall not have the right or status as a holder of the Shares to
which such exercise relates prior to receipt by the Company of such payment,
notice and documentation. For purposes of this Agreement, the fair market value
per Share on a given date shall be: (i) if the Shares are listed on a registered
securities exchange or included in the National Market System, the closing price
per Share on such date (or, if there was no trading on such exchange on such
date, on the next preceding day on which there was trading); (ii) if the Shares
are not listed on a registered securities exchange or included in the National
Market System, but the bid and asked prices per Share are provided by NASDAQ,
the National Quotation Bureau Incorporated or any similar organization, the
average of the closing bid and asked price per Share on such date (or, if there
was no trading in the Shares on such date, on the next preceding day on which
there was trading) as provided by such organization; and (iii) if the Shares are
not traded on a registered securities exchange and the bid and asked prices per
Share are not provided by NASDAQ, the National Quotation Bureau Incorporated or
any similar
6
<PAGE> 7
organization, as determined by the agreement of the parties in good faith or, in
the absence of such agreement, as determined pursuant to arbitration under the
auspices of the American Arbitration Association.
6. Anything in this Agreement to the contrary notwithstanding, in no
event may the Option be exercisable if the Company shall determine in good faith
that (i) the listing, registration or qualification of any Shares otherwise
deliverable upon such exercise, upon any securities exchange or under any state
or federal law, or (ii) the consent or approval of any regulatory body or the
satisfaction of withholding tax or other withholding liabilities is necessary or
desirable in connection with such exercise. In such event, such exercise shall
be held in abeyance and shall not be effective unless and until such
withholding, listing, registration, qualification or approval shall have been
effected or obtained free of any conditions not reasonably acceptable to the
Company.
7. (a) The Company shall not be deemed obligated to the Optionee
to register any of the Shares which may be acquired pursuant to any exercise of
the Option under the Securities Act of 1933 (the "Act"). The Optionee
acknowledges that, if the Shares are not so registered, his acquisition of any
of the shares pursuant to an exercise of the Option will be made in part in
reliance upon the exemption from the registration requirements of the Act
afforded by Section 4(2)
7
<PAGE> 8
of the Act for transactions by an issuer not involving any public offering. The
Optionee further acknowledges that the Company's reliance upon this exemption at
the time of any exercise of the Option will be predicated upon the Optionee's
representation at that time that such Shares are being acquired by him as an
investment solely for his account and that he then has no intention of selling,
pledging, transferring or otherwise distributing or disposing of all or any part
of such Shares or any interest or participation therein except as permitted by
the Act and the rules and regulations promulgated thereunder. The Optionee
further acknowledges that, accordingly, if the Shares are not so registered, the
receipt by the Board of Directors of written representations to such effect is a
condition precedent to the right to exercise the Option, in whole or in part.
(b) The Optionee agrees that there will be no disposition of
all or any part of the Shares acquired pursuant to any exercise of the Option or
any interest or interests therein, unless and until such disposition has been
registered under the Act or the Company receives an opinion of its counsel that
registration under the Act is not required in connection with such disposition.
(c) The Optionee agrees that upon any exercise of the Option,
unless the Shares acquired pursuant to such exercise have been registered under
the Act, the transfer agent for the Shares acquired pursuant to such exercise
will
8
<PAGE> 9
be instructed to place appropriate stop orders against the transfer of the
Shares and that the certificate or certificates to be issued representing the
Shares will conspicuously bear a legend substantially as follows:
The shares represented by this certificate have not been registered
under the Securities Act of 1933. The shares have been acquired for
investment and may not be sold, transferred, pledged, hypothecated or
otherwise disposed of in the absence of an effective registration
statement for the shares under the Securities Act of 1933 or an
opinion of counsel to the Company that registration is not required
under said Act.
(d) The Optionee acknowledges that he is presently familiar
with the Company's business, operations and financial condition. In this
connection, the Company agrees that, upon the request of the Optionee, it will
provide the Optionee with a copy of its then most recent Annual Report to
Shareholders, its then most recent definitive Proxy Statement in connection with
a meeting of its shareholders for the election of directors, its then most
recent Annual Report on Form 10-K, and all Quarterly Reports on Form 10-Q and
Current Reports on Form 8-K filed by the Company with the Securities and
Exchange Commission subsequent to the filing of its then most recent Annual
Report on Form 10-K. In addition, the principal officers of the Company will be
reasonably available to discuss with the Optionee the information contained in
these documents.
9
<PAGE> 10
8. This Agreement shall be construed and enforced in accordance with
the laws of the State of Delaware.
9. Subject to Paragraphs 1(c) and 3, this Agreement shall be binding
upon and shall inure to the benefit of the parties hereto and their respective
heirs, personal representatives, successors or assigns, as the case may be.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first above written.
DATASCOPE CORP.
BY: /s/ Murray Pitkowsky
___________________________
Murray Pitkowsky
/s/ William L. Asmundson
___________________________
William L. Asmundson
10
<PAGE> 1
Exhibit 4.6
DATASCOPE CORP.
STOCK OPTION AGREEMENT
----------------------
Agreement, made as of May 11, 1993 between DATASCOPE CORP. (the
"Company"), a Delaware corporation, and Sjef Ernst (the "Optionee"), residing
at Soestdijkseweg Noord 437, 3723 HG Bilthoven, Germany (the "Agreement").
The Optionee has provided services to Bioplex Corp., a Delaware
corporation and wholly-owned subsidiary of the Company ("Bioplex") with respect
to the development of a medical device which contains a collagen-based material
known as VasoSeal ("VasoSeal"). The Company has agreed that the Optionee should
receive an option to purchase 1,000 shares of Common Stock of the Company.
Accordingly, on May 11, 1993 the Board of Directors of the Company approved the
grant by the Company to the Optionee of a stock option to purchase 1,000 shares
of the Company's Common Stock, par value $.01 per share (the "Shares"), subject
to and upon the terms and conditions set forth herein (the "Option").
Therefore, in consideration of the premises and other good and valuable
consideration, the parties hereto have agreed as follows:
<PAGE> 2
1. (a) The price at which the Optionee shall have the right to
purchase shares under this Agreement is $15.00 per share, subject to adjustment
as provided in Paragraph 4.
(b) Subject to Paragraph 1(c), unless the Option is earlier
terminated pursuant to this Agreement, the Option shall be exercisable, with
respect to all 1,000 Shares from the date hereof through May 10, 2003.
(c) In the event the Optionee dies or becomes disabled, the
Option shall be exercisable as provided in this subparagraph. In the event of
the Optionee's disability, his duly appointed guardian or conservator or, in
the event of his death, his duly appointed executor or administrator shall have
the privilege of exercising the unexercised portion of the Option which the
Optionee could have exercised on the day on which the death or disability
occurs; provided, however, that such exercise must be in accordance with the
terms of this Agreement and within one (1) year of the Optionee's disability or
death, as the case may be. In no event, however, shall the Optionee's duly
appointed guardian or conservator or his duly executor or administrator, as the
case may be, exercise the Option after May 10, 2003.
-2-
<PAGE> 3
2. Nothing contained herein shall be construed to confer on the Optionee
any right to continue to serve as a consultant to Bioplex.
3. (a) The Option shall not be sold, pledged, assigned or transferred
in any manner except to the extent that the Option may be exercised as provided
in Paragraph 1(c).
(b) For all purposes of this Agreement, except the Preamble and
Paragraph 1(b), the term "Optionee" shall include any person entitled to
exercise the Option pursuant to Paragraph 1(c).
4. (a) If the outstanding Shares of the Company are subdivided,
consolidated, increased, decreased, changed into or exchanged for a different
number or kind of shares or securities of the Company through reorganization,
merger, recapitalization, reclassification, capital adjustment or otherwise, or
if the Company shall issue Shares as dividend or upon a stock split, then the
number and kind of shares subject to the unexercised portion of the Option shall
be adjusted to prevent the inequitable enlargement or dilution of any rights
hereunder. Adjustments under this paragraph shall be made by the Board of
Directors, whose determination shall be final and binding and conclusive. In
computing any adjustment under this paragraph,
-3-
<PAGE> 4
any fractional share shall be eliminated. Nothing contained in this Agreement
shall be construed to affect in any way the right or power of the Company to
make any adjustment, reclassification, reorganization or changes to its capital
or business structure or to merge or to consolidate or to dissolve, liquidate
or transfer all or any part of its business or assets.
(b) In the event of the dissolution or liquidation of the Company, or
in the event of a merger or consolidation in which (1) the Company is not the
surviving corporation, and (2) the agreements governing such merger or
consolidation do not provide for the issuance to the Optionee of a Substitute
Option (as hereinafter defined) or the express assumption of this Option, the
Option and any rights hereunder shall terminate as of the effective date of any
such dissolution, liquidation merger or consolidation date. For purposes of this
Paragraph 4, a Substitute Option shall mean an option under which the Optionee
has the right to purchase on substantially equivalent terms (in lieu of Shares),
the stock, securities or other property he would have been entitled to receive
upon the consummation of such merger or consolidation had he exercised the
option immediately prior thereto.
5. The Option shall be exercised when written notice of such exercise,
signed by the Optionee, has been delivered or
-4-
<PAGE> 5
transmitted by registered or certified mail, to the Secretary of the Company at
its principal office. Said written notice shall specify the number of Shares
purchasable under the Option which the Optionee then wishes to purchase and
shall be accompanied by (i) such documentation, if any, as may be required by
the Company as provided in Paragraph 6 or 7 and (ii) payment of the aggregate
option price. Such payment shall be in the form of (i) cash or a certified
check (unless such certification is waived by the Company) payable to the
order of the Company in the amount of the aggregate option price for such
number of Shares, (ii) certificates duly endorsed for transfer (with all
transfer taxes paid or provided for) evidencing a number of Shares of which the
aggregate fair market value on the date of exercise is equal to the aggregate
option exercise price of the Shares being purchased, or (iii) a combination of
these methods of payment. Delivery of said notice and such documentation shall
constitute an irrevocable election to purchase the Shares specified in said
notice, and the date on which the Company receives said notice and
documentation shall, subject to the provisions of Paragraphs 6 and 7, be the
date as of which the Shares so purchased shall be deemed to have been issued.
The Optionee shall not have the right or status as a holder of the Shares to
which such exercise relates prior to receipt by the Company of such payment,
notice and documentation. For purposes of this Agreement, the fair market value
per Share on a given date shall be: (i) if the
- 5 -
<PAGE> 6
Shares are listed on a registered securities exchange or included in the
National Market System, the closing price per share on such date (or, if there
was no trading on such exchange on such date, on the next preceding day on
which there was trading); (ii) if the Shares are not listed on a registered
securities exchange or included in the National Market System, but the bid and
asked prices per Share are provided by NASDAQ, the National Quotation Bureau
Incorporated or any similar organization, the average of the closing bid and
asked price per Share on such date (or, if there was no trading in the Shares
on such date, on the next preceding day on which there was trading) as provided
by such organization; and (iii) if the Shares are not traded on a registered
securities exchange and the bid and asked prices per Share are not provided by
NASDAQ, the National Quotation Bureau Incorporated or any similar organization,
as determined by the agreement of the parties in good faith or, in the absence
of such agreement, as determined pursuant to arbitration under the auspices of
the American Arbitration Association.'
6. Anything in this Agreement to the contrary notwithstanding, in no
event may the Option be exercisable if the Company shall determine in good
faith that (i) the listing, registration or qualification of any Shares
otherwise deliverable upon such exercise, upon any securities exchange or under
any state or federal law, or (ii) the consent or approval of any
- 6 -
<PAGE> 7
regulatory body or the satisfaction of withholding tax or other withholding
liabilities is necessary or desirable in connection with such exercise. In such
event, such exercise shall be held in abeyance and shall not be effective
unless and until such withholding, listing, registration, qualification or
approval shall have been effected or obtained free of any conditions not
reasonably acceptable to the Company.
7. (a) The Company shall not be deemed obligated to the Optionee to
register any of the Shares which may be acquired pursuant to any exercise of
the Option under the Securities Act of 1933 (the "Act"). The Optionee
acknowledges that, if the Shares are not so registered, his acquisition of any
of the shares pursuant to an exercise of the Option will be made in party in
reliance upon the exemption from the registration requirements of the Act
afforded by Section 4(2) of the Act for transactions by an issuer not involving
any public offering. The Optionee further acknowledges that the company's
reliance upon this exemption at the time of any exercise of the Option will be
predicated upon the Optionee's representation at that time that such Shares are
being acquired by him as an investment solely for his account and that he then
has no intention of selling, pledging, transferring or otherwise distributing
or disposing of all or any part of such Shares or any interest or participation
therein except as permitted by the Act and the rules and
-7-
<PAGE> 8
regulations promulated thereunder. The Optionee further acknowledges that,
accordingly, if the Shares are not so registered, the receipt by the Board of
Directors of written representations to such effect is a condition precedent to
the right to exercise the Option, in whole or in part.
(b) The Optionee agrees that there will be no disposition of
all or any part of the Shares acquired pursuant to any exercise of the Option
or any interest or interests therein, unless and until such disposition has
been registered under the Act or the Company receives an opinion of its counsel
that registration under the Act is not required in connection with such
disposition.
(c) The Optionee agrees that upon any exercise of the Option,
unless the Shares acquired pursuant to such exercise have been registered under
the Act, the transfer agent for the Shares acquired pursuant to such exercise
will be instructed to place appropriate stop orders against the transfer of the
Shares and the certificate or certificates to be issued representing the Shares
will conspicuously bear a legend substantially as follows:
The shares represented by this certificate have not been
registered under the Securities Act of 1933. The shares have
acquired for investment and may not be sold, transferred,
pledged, hypothecated or otherwise disposed of in
-8-
<PAGE> 9
the absence of an effective registration statement for the
shares under the Securities Act of 1933 or an opinion of
counsel to the Company that registration is not required under
said Act.
(d) The Optionee acknowledges that he is presently familiar
with the Company's business, operations and financial condition. In this
connection, the Company agrees that, upon the request of the Optionee, it will
provide the Optionee with a copy of its then most recent Annual Report to
Shareholders, its then most recent definitive Proxy Statement in connection
with a meeting of its shareholders for the election of directors, its then most
recent definitive Proxy Statement in connection with a meeting of its
shareholders for the election of directors, its then most recent Annual Report
on Form 10-K, and all Quarterly Reports on Form 10-Q and current Reports on
Form 8-K filed by the Company with the Securities and Exchange Commission
subsequent to the filing of its then most recent Annual Report on Form 10-K. In
addition, the principal officers of the Company will be reasonably available to
discuss with the Optionee the information contained in these documents.
(e) The Optionee hereby assigns to the Corporation, any and all
of his right, title and interest in and to any Product and agrees that the
Corporation shall be the sole owner thereof.
8. (a) The Optionee acknowledges and agrees that the Corporation
shall be responsible for, shall have the exclusive
-9-
<PAGE> 10
right to, and shall bear all costs of manufacturing and producing VasoSeal and
any other product, process, discovery, materials, ideas, creations,
improvements, inventions, properties or patents pertaining to VasoSeal or any
other medical device which contains collagen-based material (collectively, the
"Products").
(b) The Optionee shall not at any time, directly or indirectly,
disclose or furnish to any other person, corporation or entity (i) any
information, data, studies, analyses, processes, procedures, laboratory records
or reports, publication or articles, respecting any Product; (ii) any other
information which, if in the public domain, would adversely affect the value of
any Product; (iii) the methods of conducting the business of Bioplex or the
Company; (iv) a description of any of the methods of obtaining business, of
manufacturing or advertising products, or of obtaining customers therefor;
and/or (v) any confidential information or trade secrets acquired by him during
the course of his relationship with Bioplex or the Company including, without
limiting the generality of the foregoing, the names of any customers or
prospective customers of, or any persons who have or shall have traded or dealt
with, Bioplex or the Company or any information, process, method, procedure or
technology for the manufacture of the products manufactured or sold by Bioplex
or the Company.
-10-
<PAGE> 11
(c) The Optionee represents and warrants that his assistance to
Bioplex in its creation and development of a Product and his execution of this
Agreement has not violated and will not violate any rights of any other person,
corporation or entity, has not constituted and will not constitute a breach
under any agreement by the Optionee with any other third party, or any
agreement, judgment or instrument to which Ernst is a party or by which he is
bound.
9. This Agreement shall be construed and enforced in accordance with
the laws of the State of Delaware.
10. Subject to Paragraphs 1(c) and 3, this Agreement shall be binding
upon and shall inure to the benefit of the parties hereto and their respective
heirs, personal representatives, successors or assigns, as the case may be.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first above written.
DATASCOPE CORP.
By
---------------------------
------------------------------
Sjef Ernst
-11-
<PAGE> 1
EXHIBIT 4.7
DATASCOPE CORP.
STOCK OPTION AGREEMENT
Agreement, made as of the 23rd day of February, 1995 between DATASCOPE
CORP. (the "Company"), a Delaware Corporation, and Leonard Gottlieb (the
"Optionee"), residing at One Washington Square Village, Apt. 9N, New York, N.Y.
10012 (the "Agreement").
Pursuant to an agreement dated March 23, 1984 between the Company and
the Optionee (the "Consulting Agreement"), the Optionee has been serving and
shall continue to serve the Company as a consultant (the "Consulting Period").
In recognition of the consulting services provided by the Optionee under the
terms of the Consulting Agreement, the Compensation Committee of the Board of
Directors of the Company on February 23, 1995 granted to the Optionee a stock
option effective February 23, 1995 to purchase up to 5,000 shares of the
Company's Common Stock, par value $.01 per share (the "Shares"), subject to and
upon the terms and conditions hereinafter set forth (the "Option").
<PAGE> 2
Therefore, in consideration of the premises and other good and
valuable consideration, the parties hereto have agreed as follows:
1. (a) The price at which the Optionee shall have the right to
purchase Shares under this Agreement is $18.25 per share, subject to adjustment
as provided in Paragraph 4.
(b) Unless the Option is previously terminated pursuant to
this Agreement, the Option shall be exercisable immediately with respect to all
5,000 shares. In no event shall any Shares be purchasable under this Agreement
after February 22, 2005 (the "Expiration Date"). Except as provided in
subparagraph (c) hereof, the Option shall cease to be exercisable on the date
of the termination of the Consulting Period. For purposes of this Agreement,
the Consulting Period will be deemed not to have terminated if the Optionee is
serving the Company as an executive officer or employee of the Company or of
any of its subsidiaries.
For purposes of this Agreement, a subsidiary of the Company is
(i) a corporation in which the Company owns or controls, directly or
indirectly, fifty percent (50%) or more of the outstanding shares of stock
normally entitled to vote for the election of directors or (ii) a partnership
of which the Company or a subsidiary of the Company is a general partner.
(c) If the Consulting Period terminates and such termination
is due to disability (as defined by the Board of Directors in its sole
discretion) or to death, the Option shall be exercisable as provided in this
subparagraph. The Optionee or, in the event of the Optionee's disability, the
Optionee's duly appointed guardian or conservator or, in the event of the
Optionee's death, the Optionee's duly appointed
2
<PAGE> 3
executor or administrator shall have the privilege of exercising the portion of
the Option which is exercisable on the day on which the Consulting Period
terminated, provided, however, that such exercise must be in accordance with
the terms of this Agreement and within one (1) year of the Optionee's
disability or death, as the case may be. In no event, however, shall the
Optionee or the Optionee's duly appointed guardian or conservator or the
Optionee's duly appointed executor or administrator, as the case may be,
exercise the Option after the Expiration Date specified in subparagraph 1(b).
2. Nothing contained herein shall be construed to confer on the
Optionee any right to continue to provide consulting or other services to the
Company or any subsidiary of the Company or to derogate from any right of the
Company or any subsidiary thereof to terminate the Consulting Period.
3. The Option shall not be sold, pledged, assigned or transferred
in any manner except to the extent that the Option may be exercised as provided
in subparagraph 1(c). The Option may be exercised, during the lifetime of the
Optionee, only by the Optionee or by the Optionee's legal representative in the
Optionee's behalf.
4. (a) If the outstanding Shares of the Company are
subdivided, consolidated, increased, decreased, changed into or exchanged for a
different number or kind of shares or securities of the Company through
reorganization, merger, recapitalization, reclassification, capital adjustment
or otherwise, or if the Company shall issue Shares as a dividend or upon a
stock split, then the number and kind of shares subject to the unexercised
portion of the Option and the
3
<PAGE> 4
exercise price of the Option shall be adjusted to prevent the inequitable
enlargement or dilution of any rights hereunder, provided, however, that any
such adjustment shall be made without change in the total exercise price
applicable to the unexercised portion of the Option. Adjustments under this
paragraph shall be made by the Board of Directors, whose determination shall be
final and binding and conclusive. In computing any adjustment under this
paragraph, any fractional shares shall be eliminated. Nothing contained in
this Agreement shall be construed to affect in any way the right or power of
the Company to make any adjustment, reclassification, reorganization or changes
to its capital or business structure or to merge or to consolidate or to
dissolve, liquidate or transfer all or any part of its business or assets.
(b) If in the event of the dissolution or liquidation of
the Company, or in the event of a merger or consolidation in which (1) the
Company is not the surviving corporation, and (2) the agreements governing such
merger or consolidation do not provide for the issuance to the Optionee of a
Substitute Option (as hereinafter defined) or the express assumption of this
Option, the Optionee shall have the right immediately prior to the effective
date of such merger, consolidation, dissolution or liquidation to exercise the
Option in whole or in part, without regard to the installment provisions
contained in subparagraph 1(b). In such event, the Company will mail or cause
to be mailed to the Optionee a notice specifying the date on which holders of
Shares shall be entitled to exchange their Shares for securities or other
property deliverable in connection with such merger, consolidation, dissolution
or liquidation. Such notice shall be mailed at least ten (10) days prior to
the date therein specified to the
4
<PAGE> 5
address of the Optionee specified on page 1 of this Agreement or to such other
address as the Optionee delivers or transmits by registered or certified mail
to the Treasurer of the Company at its principal office. In the event the
Option is not exercised on or prior to the date specified therein, the Option
and any rights hereunder shall terminate as of said date. For purposes of this
Paragraph 4, a Substitute Option shall mean an option under which the Optionee
has the right to purchase on substantially equivalent terms (as hereinafter
defined) (in lieu of Shares), the stock, securities or other property he would
have been entitled to receive upon the consummation of such merger or
consolidation and he exercised the option immediately prior thereto. For
purposes of the preceding sentence, substantially equivalent terms shall be
those terms given approval by the Board of Directors in its sole discretion.
5. The Option shall be exercised when written notice of such
exercise, signed by the person entitled to exercise the Option, has been
delivered or transmitted by registered or certified mail, to the Secretary of
the Company at its principal office. Said written notice shall specify the
number of Shares purchasable under the Option which such person then wishes to
purchase and shall be accompanied by (i) such documentation, if any, as may be
required by the Company as provided in Paragraph 7 and (ii) payment of the
aggregate option price. Such payment shall be in the form of (i) cash or a
certified check (unless such certification is waived by the Company) payable to
the order of the Company in the amount of the aggregate option price for such
number of shares, (ii) certificates duly endorsed for transfer (with all
transfer taxes paid or provided for)
5
<PAGE> 6
evidencing a number of shares of Common Stock of the Company of which the
aggregate fair market value on the date of exercise is equal to the aggregate
option exercise price of the shares being purchased, or (iii) a combination of
these methods of payment. Delivery of said notice and such documentation shall
constitute an irrevocable election to purchase the Shares specified in said
notice and the date on which the Company receives said notice and documentation
shall, subject to the provisions of Paragraphs 6 and 7, be the date as of which
the Shares so purchased shall be deemed to have been issued. The person
entitled to exercise the Option shall not have the right or status as a holder
of the Shares to which such exercise relates prior to receipt by the Company of
such payment, notice and documentation. For purposes of this Agreement, the
"fair market value per share" of the shares on a given date shall be: (i) if
the shares are listed on a registered securities exchange, the closing price
per share of the shares on such date, (or, if there was no trading on such
exchange on such date, on the next preceding day on which there was trading);
(ii) if the shares are not listed on a registered securities exchange but the
bid and asked prices per share for the Shares are provided by NASDAQ, the
National Quotation Bureau Incorporated or any similar organization, the average
of the closing bid and asked price per share of the Shares on such date, (or,
if there was no trading in the Shares on such date, on the next preceding day
on which there was trading) as provided by such organization; and (iii) if the
shares are not traded on a registered securities exchange and the bid and asked
prices per share of the Shares are not provided by NASDAQ, the National
Quotation Bureau Incorporated or any similar organization, as determined in
good faith by the Board of Directors of the Company.
6
<PAGE> 7
6. Anything in this Agreement to the contrary notwithstanding, in
no event may the Option be exercisable if the Company shall, at any time and in
its sole discretion, determine that (i) the listing, registration or
qualification of any shares otherwise deliverable upon such exercise, upon any
securities exchange or under any state or federal law, or (ii) the consent or
approval of any regulatory body or the satisfaction of withholding tax or other
withholding liabilities, is necessary or desirable in connection with such
exercise. In such event, such exercise shall be held in abeyance and shall not
be effective unless and until such withholding, listing, registration,
qualification or approval shall have been effected or obtained free of any
conditions not acceptable to the Company.
7. (a) The Optionee hereby acknowledges that the Shares
which may be acquired pursuant to any exercise of the Option will not be
registered under the Securities Act of 1933 (the "Act"), in part in reliance
upon the exemption from the registration requirements of the Act afforded by
Section 4(2) of the Act for transactions by an issuer not involving any public
offering. The Optionee further acknowledges that the Company's reliance upon
this exemption at the time of any exercise of the Option will be predicated
upon the Optionee's representation at that time that such Shares are being
acquired by the Optionee as an investment solely for the Optionee's account and
that the Optionee then has no intention of selling, pledging, transferring or
otherwise distributing or disposing of all or any part of such Shares or any
interest or participation therein except as permitted by the Act and the rules
and regulations promulgated thereunder. The Optionee further acknowledges
that, accordingly, the receipt by the Board of Directors of
7
<PAGE> 8
written representations to such effect is a condition precedent to the right to
exercise the Option, in whole or in part.
(b) The Optionee agrees that there will be no disposition of
all or any part of the Shares acquired pursuant to any exercise of the Option
or any interest or interests therein, unless and until such disposition has
been registered under the Act or the Company receives an opinion of its counsel
that registration under the Act is not required in connection with such
disposition.
(c) The Optionee agrees that upon any exercise of the Option,
the transfer agent for the Shares acquired pursuant to such exercise will be
instructed to place appropriate stop orders against the transfer of the Shares
and that the certificate or certificates to be issued representing the Shares
will conspicuously bear a legend substantially as follows:
The shares represented by this certificate have not been
registered under the Securities Act of 1933. The shares have
been acquired for investment and may not be sold, transferred,
pledged, hypothecated or otherwise disposed of in the absence
of an effective registration statement for the shares under
the Securities Act of 1933 or an opinion of counsel to the
Company that registration is not required under said Act.
(d) The Optionee acknowledges that he is presently familiar
with the Company's business, operations and financial condition. In this
connection, the Company agrees that, upon the request of the Optionee, it will
provide the Optionee with a copy of its then most recent Annual Report to
Shareholders, its then most recent definitive Proxy Statement in connection
with a meeting of its
8
<PAGE> 9
shareholders for the election of directors, its then most recent Annual Report
on Form 10-K, and all Quarterly Reports on Form 10-Q and Current Reports on
Form 8-K filed by the Company with the Securities and Exchange Commission
subsequent to the filing of its then most recent Annual Report on Form 10-K.
In addition, the principal officers of the Company will be reasonably available
to discuss with the Optionee the information contained in these documents.
8. This Agreement shall be construed and enforced in
accordance with the laws of the State of Delaware. Subject to subparagraph
1(c), this Agreement shall be binding upon and shall inure to the benefit of
the parties hereto and their respective heirs, personal representatives,
successors or assigns, as the case may be.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date
first above written.
DATASCOPE CORP.
By: /s/ Murray Pitkowsky
----------------------------
Murray Pitkowsky
Senior Vice President and
Secretary
/s/ Leonard Gottlieb
----------------------------
Leonard Gottlieb, Consultant
9
<PAGE> 1
Exhibit 4.8
DATASCOPE CORP.
STOCK OPTION AGREEMENT
----------------------
Agreement, made as of the 7th day of December, 1988 between DATASCOPE
CORP., a New York corporation (the "Company"), and JOSEPH GRAYZEL, M.D. (the
"Optionee"), residing at 262 Fountain Road, Englewood, New Jersey 07631.
The Company and the Optionee, who is a director of the Company, have
had an arrangement (the "Consulting Relationship") whereby the Optionee has
spent approximately 30 hours per week as a consultant in the area of new
product development. In consideration therefor, the Company is currently paying
the Optionee $104,000 per year in consulting fees and any additional bonus
compensation as determined in the sole discretion of the Company. In
consideration of the Optionee's agreement to continue to provide his consulting
services, on September 22, 1988, the Board of Directors of the Company granted
to the Optionee a ten-year option to purchase 4,000 shares of common stock, par
value $.01 per share ("Common Stock"), of the Company, subject to shareholder
approval. Accordingly, on December 7, 1988, the shareholders of the Company
approved the grant by the Board of Directors to the Optionee of a stock option
to purchase 4,000 shares of the Company's Common Stock ("Shares"), subject to
and upon the terms and conditions set forth herein (the "Option").
<PAGE> 2
Therefore, in consideration of the premises and other good and valuable
consideration, the parties hereto have agreed as follows:
1. (a) The price at which the Optionee shall have the right to
purchase Shares under this Agreement is $44.25 per Share, subject to adjustment
as provided in Paragraph 4.
(b) Subject to Paragraphs 4(b) and (c), and unless the Option is
previously terminated pursuant to this Agreement, the Option shall be
exercisable (i) with respect to 1,000 Shares, from the date hereof through
September 21, 1998; (ii) with respect to an additional 1,000 Shares, from
September 22, 1989 through September 21, 1998; (iii) with respect to an
additional 1,000 Shares, from September 22, 1990 through September 21, 1998;
and (iv) with respect to an additional 1,000 Shares, from September 22, 1991
through September 21, 1998; provided, however, that the Option shall cease to
be exercisable on the date of termination of the Consulting Relationship. For
purposes of this Agreement, the Consulting Relationship will be deemed to have
terminated on the earlier of (i) the date upon which either party has sent
written notice to the other party of its intention to terminate the Consulting
Relationship or (ii) the first day of any period of ninety (90) consecutive
days during which the Optionee has provided no consulting services to the
Company; provided, however, that the Consulting Relationship will be deemed not
to have terminated if the Optionee is serving the
-2-
<PAGE> 3
Company as an executive officer or employee of the Company or of any of its
subsidiaries. For purposes of this Agreement, a subsidiary of the Company is
(i) a corporation in which the Company owns or controls, directly or
indirectly, fifty percent (50%) or more of the outstanding shares of stock
normally entitled to vote for the election of directors or (ii) a partnership
of which the Company or a subsidiary of the Company is a general partner.
(c) If the Consulting Relationship terminates and such termination is
due to disability (as determined by the Board of Directors in its sole
discretion) or to death, the Option shall be exercisable as provided in this
subparagraph. The Optionee or, in the event of his disability, his duly
appointed guardian or conservator or, in the event of his death, his duly
appointed executor or administrator shall have the privilege of exercising the
unexercised portion of the Option which the Optionee could have exercised on
the day on which the Consulting Relationship terminated, provided, however,
that such exercise must be in accordance with the terms of this Agreement and
within one (1) year of the Optionee's disability or death, as the case may be.
In no event, however, shall the Optionee or his duly appointed guardian or
conservator or his duly appointed executor or administrator, as the case may
be, exercise the Option after September 21, 1998.
-3-
<PAGE> 4
2. Nothing contained herein shall be construed to confer on the
Optionee any right to continue to provide consulting or other services to the
Company or any subsidiary of the Company or to derogate from any right of the
Company or any subsidiary thereof to terminate the Consulting Relationship.
3. (a) The Option shall not be sold, pledged, assigned or transferred
in any manner except to the extent that the Option may be exercised by a duly
appointed legal representative as provided in Paragraph 1(c).
(b) For all purposes of this Agreement except the Preamble and
Paragraph 1(b), the term "Optionee" shall include any person entitled to
exercise the Option pursuant to Paragraph 1(c).
4. (a) If the outstanding Shares of the Company are subdivided,
consolidated, increased, decreased, changed into or exchanged for a different
number or kind of shares or securities of the Company through reorganization,
merger, recapitalization, reclassification, capital adjustment or otherwise, or
if the Company shall issue Shares as a dividend or upon a stock split, then the
number and kind of Shares subject to the unexercised portion of the Option and
the exercise price of the Option shall be adjusted to prevent the inequitable
enlargement or dilution of any rights hereunder, provided, however, that any
such adjustment shall be made without change in the total exercise price
applicable to the unexercised portion of the Option. Adjustments
-4-
<PAGE> 5
under this paragraph shall be made by the Board of Directors, whose
determination shall be final and binding and conclusive. In computing any
adjustment under this paragraph, any fractional share shall be eliminated.
Nothing contained in this Agreement shall be construed to affect in any way the
right or power of the Company to make any adjustment, reclassification,
reorganization or changes to its capital or business structure or to merge or
to consolidate or to dissolve, liquidate or transfer all or any part of its
business or assets.
(b) If in the event of the dissolution or liquidation of the
Company, or in the event of a merger or consolidation in which (i) the Company
is not the surviving corporation, and (ii) the agreements governing such merger
or consolidation do not provide for the substitution of new options or other
rights in lieu of the Option granted herein or for the express assumption of
this Option, the Optionee shall have the right immediately prior to the
effective date of such merger, consolidation, dissolution or liquidation to
exercise the Option in whole or in part, without regard to the installment
provisions contained in Paragraph 1(b); provided, that any other conditions
precedent to such exercise set forth in this Agreement, other than the passage
of time, have been satisfied. In such event, the Company will mail or cause to
be mailed to the Optionee a notice specifying the date on which holders of
Shares shall be entitled to exchange their Shares for securities or other
-5-
<PAGE> 6
property deliverable in connection with such merger, consolidation, dissolution
or liquidation. Such notice shall be mailed at least ten (10) days prior to the
date therein specified to the address of the Optionee specified on page 1 of
this Agreement or to such other address as the Optionee delivers or transmits
by registered or certified mail to the Treasurer of the Company at its
principal office. In the event the Option is not exercised on or prior to the
date specified therein, the Option and any rights hereunder shall terminate as
of said date.
(c) In the event there is a change in control of the Company, then
the Optionee shall automatically have the right to exercise the Option, in
whole or in part, without regard to the installment exercise provisions set
forth in Paragraph 1(b), provided that any other conditions precedent to such
exercise set forth in this Agreement, other than the passage of time, have been
satisfied. For purposes of this Agreement, a "change in control of the Company"
shall mean a change in control of a nature that would be required to be
reported in response to Item 1 of a Current Report on Form 8-K as in effect on
the date hereof pursuant to Section 13 or 15(d) of the Securities Exchange Act
of 1934, as amended (the "Exchange Act"); provided that, without limitation,
such a change in control shall be deemed to have occurred if (i) any "person"
(as such term is used in Section 13(d) and 14(d) of the Exchange Act), other
than the Company or any "person" who on the date hereof is a director or
officer of
-6-
<PAGE> 7
the Company, is or becomes the "beneficial owner" (as defined in Rule 13d-3
under the Exchange Act), directly or indirectly, of securities of the Company
representing 30% or more of the combined voting power of the Company's then
outstanding securities and the Company's Board of Directors, after having been
advised that such ownership level has been reached, does not, within fifteen
(15) business days, adopt a resolution approving the acquisition of that level
of securities ownership by such person; or (ii) during any period of two
consecutive years during the term of this Agreement, individuals who at the
beginning of such period constitute the Board of Directors cease for any reason
to constitute at least a majority thereof, unless the election of each director
who was not a director at the beginning of such period has been approved in
advance by directors representing at least two-thirds (2/3) of the directors
then in office who were directors at the beginning of the period.
5. The Option shall be exercised when written notice of such exercise,
signed by the Optionee, has been delivered or transmitted by registered or
certified mail, to the Secretary of the Company at its principal office. Said
written notice shall specify the number of Shares purchasable under the Option
which such person then wishes to purchase and shall be accompanied by (i) such
documentation, if any, as may be required by the Conmpany as provided in
Paragraph 6 or 7 and (ii) payment of the aggregate option price. Such payment
shall be in the form of (i) cash or a
-7-
<PAGE> 8
certified check (unless such certification is waived by the Company) payable
to the order of the Company in the amount of the aggregate option price for
such number of Shares, (ii) delivery of certificates duly endorsed for
transfer (with all transfer taxes paid or provided for) evidencing a number of
Shares (provided, however, that the Optionee has owned such Shares for at least
six months) of which the aggregate fair market value on the date of exercise is
equal to the aggregate option exercise price of the Shares being purchased, or
(iii) a combination of these methods of payment. Delivery of said notice and
such documentation shall constitute an irrevocable election to purchase the
Shares specified in said notice, and the date on which the Company recieves
said notice and documentation shall, subject to the provisions of Paragraphs 6
and 7, be the date as of which the Shares so purchased shall be deemed to have
been issued. The Optionee shall not have the right or status as a holder of the
Shares to which such exercise relates prior to receipt by the Company of such
payment, notice and documentation. For purposes of this Agreement, the fair
market value per Share on a given date shall be: (i) if the Shares are listed
on a registered securities exchange or included in the National Market System,
the closing price per Share on such date (or, if there was no trading on such
exchange on such date, on the next preceding day on which there was trading);
(ii) if the Shares are not listed on a registered securities exchange or
included in the
-8-
<PAGE> 9
National Market System, but the bid and asked prices per Share are provided by
NASDAQ, the National Quotation Bureau Incorporated or any similar organization,
the average of the closing bid and asked price per Share on such date (or, if
there was no trading in the Shares on such date, on the next preceding day on
which there was trading) as provided by such organization; and (iii) if the
Shares are not traded on a registered securities exchange and the bid and asked
prices per Share are not provided by NASDAQ, the National Quotation Bureau
Incorporated or any similar organization, as determined by the agreement of
the parties in good faith or, in the absence of such agreement, as determined
pursuant to arbitration under the auspices of the American Arbitration
Association.
6. Anything in this Agreement to the contrary notwithstanding, in no
event may the Option be exercisable if the Company shall determine in good
faith that (i) the listing, registration or qualification of any Shares
otherwise deliverable upon such exercise, upon any securities exchange or
under any state or federal law, or (ii) the consent or approval of any
regulatory body or the satisfaction of withholding tax or other withholding
liabilities is necessary or desirable in connection with such exercise. In such
event, such exercise shall be held in abeyance and shall not be effective
unless and until such withholding, listing, registration, qualification or
approval shall have been effected or obtained free of any conditions not
reasonably acceptable to the Company.
-9-
<PAGE> 10
7. (a) The Company shall not be deemed obligated to the Optionee to
register any of the Shares which may be acquired pursuant to any exercise of
the Option under the Securities Act of 1933 (the "Act"). The Optionee
acknowledges that, if the Shares are not so registered, his acquisition of any
of the shares pursuant to an exercise of the Option will be made in part in
reliance upon the exemption from the registration requirements of the Act
afforded by Section 4(2) of the Act for transactions by an issuer not involving
any public offering. The Optionee further acknowledges that the Company's
reliance upon this exemption at the time of any exercise of the Option will be
predicated upon the Optionee's representation at that time that such Shares are
being acquired by him as an investment solely for his account and that he then
has no intention of selling, pledging, transferring or otherwise distributing or
disposing of all or any part of such Shares or any interest or participation
therein except as permitted by the Act and the rules and regulations
promulgated thereunder. The Optionee further acknowledges that, accordingly, if
the Shares are not so registered, the receipt by the Board of Directors of
written representations to such effect is a condition precedent to the right to
exercise the Option, in whole or in part.
(b) The Optionee agrees that there will be no disposition of all
or any part of the Shares acquired pursuant to any exercise of the Option or
any interest or interests therein,
-10-
<PAGE> 11
unless and until such disposition has been registered under the Act or the
Company receives an opinion of its counsel that registration under the Act is
not required in connection with such disposition.
(c) The Optionee agrees that upon any exercise of the Option, unless
the Shares acquired pursuant to such exercise have been registered under the
Act, the transfer agent for the Shares acquired pursuant to such exercise will
be instructed to place appropriate stop orders against the transfer of the
Shares and that the certificate or certificates to be issued representing the
Shares will conspicuously bear a legend substantially as follows:
The shares represented by this certificate have not been registered
under the Securities Act of 1933. The shares have been acquired for
investment and may not be sold, transferred, pledged, hypothecated or
otherwise disposed of in the absence of an effective registration
statement for the shares under the Securities Act of 1933 unless the
issuer has received a satisfactory opinion of counsel that
registration is not required under said Act.
(d) The Optionee acknowledges that he is presently familiar with the
Company's business, operations and financial condition. In this connection, the
Company agrees that, upon the request of the Optionee, it will provide the
Optionee with a copy of its then most recent Annual Report to Shareholders, its
then most recent definitive Proxy Statement in connection with a meeting of its
shareholders for the election of directors, its
-11-
<PAGE> 12
then most recent Annual Report on Form 10-K, and all Quarterly Reports on Form
10-Q and Current Reports on Form 8-K filed by the Company with the Securities
and Exchange Commission subsequent to the filing of its then most recent Annual
Report on Form 10-K. In addition, the principal officers of the Company will
be reasonably available to discuss with the Optionee the information contained
in these documents.
8. This Agreement shall be construed and enforced in accordance with
the laws of the State of New York.
9. Subject to Paragraphs 1(c) and 3, this Agreement shall be binding
upon and shall inure to the benefit of the parties hereto and their respective
heirs, personal representatives, successors or assigns, as the case may be.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first above written.
DATASCOPE CORP.
/s/ George Heller
-------------------------------
/s/ Joseph Grayzel, M.D.
-------------------------------
Joseph Grayzel, M.D.
-12-
<PAGE> 1
Exhibit 4.9
DATASCOPE CORP.
STOCK OPTION AGREEMENT
----------------------
Agreement, made as of the 1st day of March, 1990 between DATASCOPE
CORP. (the "Company"), a Delaware corporation, and Joseph Grayzel, M.D. (the
"Optionee"), residing at 262 Fountain Road, Englewood, New Jersey 07631 (the
"Agreement").
The Optionee is a director of the Company and works part-time as a
consultant in the area of new product development. The Company has agreed that,
in addition to consulting fees, the Optionee should receive a ten-year option
to purchase 3,000 shares of Common Stock of the Company. Accordingly, on
March 1, 1990, the Board of Directors of the Company has approved the grant by
the Company to the Optionee of a stock option to purchase 3,000 shares of the
Company's Common Stock, par value $.01 per share ("Shares"), subject to and
upon the terms and conditions set forth herein (the "Option").
<PAGE> 2
Therefore, in consideration of the premises and other good and valuable
consideration, the parties hereto have agreed as follows:
1. (a) The price at which the Optionee shall have the right to
purchase Shares under this Agreement is $23.50 per Share, subject to
adjustment as provided in Paragraph 4.
(b) Subject to Paragraph 1(c), unless the Option is previously
terminated pursuant to this Agreement, the Option shall be exercisable with
respect to all 3,000 Shares beginning on March 1, 1990 through February 29,
2000; provided, however, that the Option shall cease to be exercisable on the
date of the termination of the Optionee's status as a director of the Company.
(c) If the Optionee's status as a director of the Company
terminates due to disability or to death, the Option shall be exercisable as
provided in this subparagraph. The Optionee or, in the event of his disability,
his duly appointed guardian or conservator or, in the event of his death, his
duly appointed executor or administrator shall have the privilege of exercising
the unexercised portion of the Option which the Optionee could
-2-
<PAGE> 3
have exercised on the day on which his status as a director of the Company
terminated, provided, however, that such exercise must be in accordance with
the terms of this Agreement and within one (1) year of the Optionee's
disability or death, as the case may be. In no event, however, shall the
Optionee or his duly appointed guardian or conservator or his duly appointed
executor or administrator, as the case may be, exercise the Option after
February 29, 2000.
2. Nothing contained herein shall be construed (i) to confer on the
Optionee any right to continue to serve as a director of the Company or (ii) to
obligate the Company (including its shareholders, directors and officers) to
either re-nominate the Optionee for election or re-elect the nominee to serve
as a director or (iii) to derogate from any right of the Company (including its
shareholders, directors and officers) to remove or request the resignation of
the Optionee from the Company's Board of Directors.
3. (a) The Option shall not be sold, pledged, assigned or transferred
in any manner except to the extent that the Option may be exercised as provided
in Paragraph 1(c).
-3-
<PAGE> 4
(b) For all purposes of this Agreement, except the Preamble and
Paragraph 1(b), the term "Optionee'' shall include any person entitled to
exercise the Option pursuant to Paragraph 1(c).
4. (a) If the outstanding Shares of the Company are subdivided,
consolidated, increased, decreased, changed into or exchanged for a different
number or kind of shares or securities of the Company through reorganization,
merger, recapitalization, reclassification, capital adjustment or otherwise, or
if the Company shall issue Shares as a dividend or upon a stock split, then the
number and kind of shares subject to the unexercised portion of the Option and
the exercise price of the Option shall be adjusted to prevent the inequitable
enlargement or dilution of any rights hereunder, provided, however, that any
such adjustment shall be made without change in the total exercise price
applicable to the unexercised portion of the Option. Adjustments under this
paragraph shall be made by the Board of Directors, whose determination shall be
final and binding and conclusive. In computing any adjustment under this
paragraph, any fractional share shall be eliminated. Nothing contained in this
Agreement shall be construed to affect in any way the right or power of the
4
<PAGE> 5
Company to make any adjustment, reclassification, reorganization or changes to
its capital or business structure or to merge or to consolidate or to
dissolve, liquidate or transfer all or any part of its business or assets.
(b) If in the event of the dissolution or liquidation of the Company,
or in the event of a merger or consolidation in which (1) the Company is not
the surviving corporation, and (2) the agreements governing such merger or
consolidation do not provide for the issuance to the Optionee of a Substitute
Option (as hereinafter defined) or the express assumption of this Option, the
Option and any rights hereunder shall terminate as of the effective date of any
such dissolution, liquidation, merger or consolidation date. For purposes of
this Paragraph 4, a Substitute Option shall mean an option under which the
Optionee has the right to purchase on substantially equivalent terms (as
hereinafter defined) (in lieu of Shares), the stock, securities or other
property he would have been entitled to receive upon the consummation of such
merger or consolidation had he exercised the option immediately prior thereto.
-5-
<PAGE> 6
5. The Option shall be exercised when written notice of such exercise,
signed by the Optionee, has been delivered or transmitted by registered or
certified mail, to the Secretary of the Company at its principal office. Said
written notice shall specify the number of Shares purchasable under the Option
which the Optionee then wishes to purchase and shall be accompanied by (i) such
documentation, if any, as may be required by the Company as provided in
Paragraph 6 or 7 and (ii) payment of the aggregate option price. Such payment
shall be in the form of (i) cash or a certified check (unless such
certification is waived by the Company) payable to the order of the Company in
the amount of the aggregate option price for such number of Shares, (ii)
certificates duly endorsed for transfer (with all transfer taxes paid or
provided for) evidencing a number of Shares of which the aggregate fair market
value on the date of exercise is equal to the aggregate option exercise price
of the Shares being purchased, or (iii) a combination of these methods of
payment. Delivery of said notice and such documentation shall constitute an
irrevocable election to purchase the Shares specified in said notice, and the
date on which the Company receives said notice and documentation shall, subject
to the provisions of Paragraphs 6 and 7, be the date as of which the Shares so
purchased shall be deemed to have
-6-
<PAGE> 7
been issued. The Optionee shall not have the right or status as a holder of the
Shares to which such exercise relates prior to receipt by the Company of such
payment, notice and documentation. For purposes of this Agreement, the fair
market value per Share on a given date shall be: (i) if the Shares are listed
on a registered securities exchange or included in the National Market System,
the closing price per Share on such date (or, if there was no trading on such
exchange on such date, on the next preceeding day on which there was trading);
(ii) if the Shares are not listed on a registered securities exchange or
included in the National Market System, but the bid and asked prices per Share
are provided by NASDAQ, the National Quotation Bureau Incorporated or any
similar organization, the average of the closing bid and asked price per Share
on such date (or, if there was no trading in the Shares on such date, on the
next preceding day on which there was trading) as provided by such
organization; and (iii) if the Shares are not traded on a registered securities
exchange and the bid and asked prices per Share are not provided by NASDAQ, the
National Quotation Bureau Incorporated or any similar organization, as
determined by the agreement of the parties in good faith or, in the absence of
such agreement, as determined pursuant to arbitration under the auspices of the
American Arbitration Association.
-7-
<PAGE> 8
6. Anything in this Agreement to the contrary notwithstanding, in no
event may the Option be exercisable if the Company shall determine in good
faith that (i) the listing, registration or qualification of any Shares
otherwise deliverable upon such exercise, upon any securities exchange or under
any state or federal law, or (ii) the consent or approval of any regulatory
body or the satisfaction of withholding tax or other withholding liabilities is
necessary or desirable in connection with such exercise. In such event, such
exercise shall be held in abeyance and shall not be effective unless and until
such withholding, listing, registration, qualification or approval shall have
been effected or obtained free of any conditions not reasonably acceptable to
the Company.
7. (a) The Company shall not be deemed obligated to the Optionee to
register any of the Shares which may be acquired pursuant to any exercise of
the Option under the Securities Act of 1933 (the "Act"). The Optionee
acknowledges that, if the Shares are not so registered, his acquisition of any
of the shares pursuant to an exercise of the Option will be made in part in
reliance upon the exemption from the registration requirements of the Act
afforded by Section 4(2) of the Act for transactions by an issuer not involving
any public offering. The Optionee
-8-
<PAGE> 9
further acknowledges that the Company's reliance upon this exemption at the
time of any exercise of the Option will be predicated upon the Optionee's
representation at that time that such Shares are being acquired by him as an
investment solely for his account and that he then has no intention of selling,
pledging, transferring or otherwise distributing or disposing of all or any
part of such Shares or any interest or participation therein except as
permitted by the Act and the rules and regulations promulgated thereunder. The
Optionee further acknowledges that, accordingly, if the Shares are not so
registered, the receipt by the Board of Directors of written representations to
such effect is a condition precedent to the right to exercise the Option, in
whole or in part.
(b) The Optionee agrees that there will be no disposition of
all or any part of the Shares acquired pursuant to any exercise of the Option
or any interest or interests therein, unless and until such disposition has been
registered under the Act or the Company receives an opinion of its counsel that
registration under the Act is not required in connection with such disposition.
-9-
<PAGE> 10
(c) The Optionee agrees that upon any exercise of the Option,
unless the Shares acquired pursuant to such exercise have been registered under
the Act, the transfer agent for the Shares acquired pursuant to such exercise
will be instructed to place appropriate stop orders against the transfer of the
Shares and that the certificate or certificates to be issued representing the
Shares will conspicuously bear a legend substantially as follows:
The shares represented by this certificate have not been
registered under the Securities Act of 1933. The shares
have been acquired for investment and may not be sold,
transferred, pledged, hypothecated or otherwise disposed
of in the absence of an effective registration statement
for the shares under the Securities Act of 1933 or an
opinion of counsel to the Company that registration is not
required under said Act.
(d) The Optionee acknowledges that he is presently familiar with
the Company's business, operations and financial condition. In this connection,
the Company agrees that, upon the request of the Optionee, it will provide the
Optionee with a copy of its then most recent Annual Report to Shareholders, its
then most recent definitive Proxy Statement in connection with a meeting of its
shareholders for the election of directors, its then most recent Annual Report
on Form 10-K, and all Quarterly Reports on Form 10-Q and Current Reports on
Form 8-K filed
-10-
<PAGE> 11
by the Company with the Securities and Exchange Commission subsequent to the
filing of its then most recent Annual Report on Form 10-K. In addition, the
principal officers of the Company will be reasonably available to discuss with
the Optionee the information contained in these documents.
8. This Agreement shall be construed and enforced in accordance with
the laws of the State of New Jersey.
9. Subject to Paragraphs 1(c) and 3, this Agreement shall be binding
upon and shall inure to the benefit of the parties hereto and their respective
heirs, personal representatives, successors or assigns, as the case may be.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first above written.
DATASCOPE CORP.
By /s/ George Heller
------------------------
/s/ Joseph Grayzel
---------------------------
Joseph Grayzel, M.D.
-11-
<PAGE> 1
Exhibit 4.10
DATASCOPE CORP.
STOCK OPTION AGREEMENT
Agreement, made as of the 23rd day of February, 1995 between DATASCOPE
CORP. (the "Company"), a Delaware corporation, and Joseph Grayzel, M.D. (the
"Optionee"), residing at 262 Fountain Road, Englewood, NJ 07631 (the
"Agreement").
The Optionee has been elected as a director of the Company at the
annual meeting of the shareholders of the Company held on December 9, 1993.
The Company has agreed that, in addition to director's fees, the Optionee
should receive a ten-year option to purchase 5,000 shares of Common Stock of
the Company. Accordingly, on February 16, 1995 the Board of Directors, and on
February 23, 1995 the Compensation Committee of the Board of Directors, of the
Company each approved the grant by the Company to the Optionee of a stock
option to purchase 5,000 shares of the Company's Common Stock, par value $.01
per share (the "Shares"), subject to the approval of the Shareholders of the
Company and upon the terms and conditions set forth herein (the "Option").
1
<PAGE> 2
Therefore, in consideration of the premises and other good and valuable
consideration, the parties hereto have agreed as follows:
1. (a) The price at which the Optionee shall have the right to
purchase Shares under this Agreement is $18.25 per share, subject to adjustment
as provided in Paragraph 4.
(b) Subject to Paragraph 1(c), unless the Option is previously
terminated pursuant to this Agreement, the Option shall be exercisable with
respect to all 5,000 Shares on the date Shareholder approval is obtained and
ending February 22, 2005; provided, however, that the Option shall cease to be
exercisable on the date of the termination of the Optionee's status as a
director of the Company.
(c) If the Optionee's status as a director of the Company
terminates due to disability or to death, the Option shall be exercisable as
provided in this subparagraph. The Optionee or, in the event of the Optionee's
disability, his duly appointed guardian or conservator or, in the event of the
Optionee's death, his duly appointed executor or administrator shall have the
privilege of exercising the unexercised portion of the Option which the Optionee
could have exercised on the day on which his status as a director of the company
terminated, provided, however,
2
<PAGE> 3
that such exercise must be in accordance with the terms of this Agreement and
within one (1) year of the Optionee's disability or death, as the case may be.
In no event, however, shall the Optionee or his duly appointed guardian or
conservator or his duly appointed executor or administrator, as the case may
be, exercise the Option after February 22, 2005.
2. Nothing contained herein shall be construed (i) to confer on the
Optionee any right to continue to serve as a director of the Company or (ii) to
obligate the Company (including its shareholders, directors and officers) to
either re-nominate the Optionee for election or re-elect the nominee to serve as
a director or (iii) to derogate from any right of the company (including its
shareholders, directors and officers) to remove or request the resignation of
the Optionee from the Company's Board of Directors.
3. (a) The Option shall not be sold, pledged, assigned or
transferred in any manner except to the extent that the Option may be exercised
as provided in Paragraph 1(c).
(b) For all purposes of this Agreement, except the Preamble and
Paragraph 1(b), the term "Optionee" shall include any person entitled to
exercise the Option pursuant to Paragraph 1(c).
3
<PAGE> 4
4. (a) If the outstanding Shares of the Company are subdivided,
consolidated, increased, decreased, changed into or exchanged for a different
number or kind of shares or securities of the Company through reorganization,
merger, recapitalization, reclassification, capital adjustment or otherwise, or
if the Company shall issue Shares as a dividend or upon a stock split, then the
number and kind of shares subject to the unexercised portion of the Option and
the exercise price of the Option shall be adjusted to prevent the inequitable
enlargement or dilution of any rights hereunder, provided, however, that any
such adjustment shall be made without change in the total exercise price
applicable to the unexercised portion of the Option. Adjustments under this
paragraph shall be made by the Board of Directors, whose determination shall be
final and binding and conclusive. In computing any adjustment under this
paragraph, any fractional share shall be eliminated. Nothing contained in this
Agreement shall be construed to affect in any way the right or power of the
Company to make any adjustment, reclassification, reorganization or changes to
its capital or business structure or to merge or to consolidate or to dissolve,
liquidate or transfer all or any part of its business or assets.
(b) In the event of the dissolution or liquidation of the
Company, or in the event of a merger or consolidation in which (1) the Company
is not the surviving corporation, and (2) the agreements governing such merger
or consolidation do not provide for the issuance to the Optionee
4
<PAGE> 5
of a Substitute Option (as hereinafter defined) or the express assumption of
this Option, the Option and any rights hereunder shall terminate as of the
effective date of any such dissolution, liquidation, merger or consolidation
date. For purposes of this Paragraph 4, a Substitute Option shall mean an
option under which the Optionee has the right to purchase on substantially
equivalent terms (as hereinafter defined) (in lieu of Shares), the stock,
securities or other property he would have been entitled to receive upon the
consummation of such merger or consolidation had he exercised the option
immediately prior thereto.
5. The Option shall be exercised when written notice of such
exercise, signed by the Optionee, has been delivered or transmitted by
registered or certified mail, to the Secretary of the Company at its principal
office. Said written notice shall specify the number of Shares purchasable
under the Option which the Optionee then wishes to purchase and shall be
accompanied by (i) such documentation, if any, as may be required by the Company
as provided in Paragraph 6 or 7 and (ii) payment of the aggregate option price.
Such payment shall be in the form of (i) cash or a certified check (unless such
certification is waived by the Company) payable to the order of the Company in
the amount of the aggregate option price for such number of Shares, (ii)
certificates duly endorsed for transfer (with all transfer taxes paid or
provided for) evidencing a number of Shares of which the aggregate fair market
value on the date of exercise is equal
5
<PAGE> 6
to the aggregate option exercise price of the shares being purchased, or (iii) a
combination of these methods of payment. Delivery of said notice and such
documentation shall constitute an irrevocable election to purchase the shares
specified in said notice, and the date on which the Company receives said notice
and documentation shall, subject to the provisions of Paragraphs 6 and 7, be the
date as of which the Shares so purchased shall be deemed to have been issued.
The Optionee shall not have the right or status as a holder of the Shares to
which such exercise relates prior to receipt by the Company of such payment,
notice and documentation. For purposes of this Agreement, the fair market value
per Share on a given date shall be: (i) if the Shares are listed on a registered
securities exchange or included in the National Market System, the closing price
per Share on such date (or, if there was no trading on such exchange on such
date, on the next preceding day on which there was trading); (ii) if the Shares
are not listed on a registered securities exchange or included in the National
Market System, but the bid and asked prices per Share are provided by NASDAQ,
the National Quotation Bureau Incorporated or any similar organization, the
average of the closing bid and asked price per Share on such date (or, if there
was no trading in the Shares on such date, on the next preceding day on which
there was trading) as provided by such organization; and (iii) if the Shares are
not traded on a registered securities exchange and the bid and asked prices per
Share are not provided by NASDAQ, the National Quotation Bureau Incorporated or
any similar
6
<PAGE> 7
organization, as determined by the agreement of the parties in good faith or, in
the absence of such agreement, as determined pursuant to arbitration under the
auspices of the American Arbitration Association.
6. Anything in this Agreement to the contrary notwithstanding, in no
event may the Option be exercisable if the Company shall determine in good faith
that (i) the listing, registration or qualification of any Shares otherwise
deliverable upon such exercise, upon any securities exchange or under any state
or federal law, or (ii) the consent or approval of any regulatory body or the
satisfaction of withholding tax or other withholding liabilities is necessary or
desirable in connection with such exercise. In such event, such exercise shall
be held in abeyance and shall not be effective unless and until such
withholding, listing, registration, qualification or approval shall have been
effected or obtained free of any conditions not reasonably acceptable to the
Company.
7. (a) The Company shall not be deemed obligated to the Optionee
to register any of the Shares which may be acquired pursuant to any exercise of
the Option under the Securities Act of 1933 (the "Act"). The Optionee
acknowledges that, if the Shares are not so registered, his acquisition of any
of the shares pursuant to an exercise of the Option will be made in part in
reliance upon the exemption from the registration requirements of the Act
afforded by Section 4(2)
7
<PAGE> 8
of the Act for transactions by an issuer not involving any public offering. The
Optionee further acknowledges that the Company's reliance upon this exemption at
the time of any exercise of the Option will be predicated upon the Optionee's
representation at that time that such Shares are being acquired by him as an
investment solely for his account and that he then has no intention of selling,
pledging, transferring or otherwise distributing or disposing of all or any part
of such Shares or any interest or participation therein except as permitted by
the Act and the rules and regulations promulgated thereunder. The Optionee
further acknowledges that, accordingly, if the Shares are not so registered, the
receipt by the Board of Directors of written representations to such effect is a
condition precedent to the right to exercise the Option, in whole or in part.
(b) The Optionee agrees that there will be no disposition of
all or any part of the Shares acquired pursuant to any exercise of the Option or
any interest or interests therein, unless and until such disposition has been
registered under the Act or the Company receives an opinion of its counsel that
registration under the Act is not required in connection with such disposition.
(c) The Optionee agrees that upon any exercise of the Option,
unless the Shares acquired pursuant to such exercise have been registered under
the Act, the transfer agent for the Shares acquired pursuant to such exercise
will
8
<PAGE> 9
be instructed to place appropriate stop orders against the transfer of the
Shares and that the certificate or certificates to be issued representing the
Shares will conspicuously bear a legend substantially as follows:
The shares represented by this certificate have not been registered
under the Securities Act of 1933. The shares have been acquired for
investment and may not be sold, transferred, pledged, hypothecated or
otherwise disposed of in the absence of an effective registration
statement for the shares under the Securities Act of 1933 or an opinion
of counsel to the Company that registration is not required under said
Act.
(d) The Optionee acknowledges that he is presently familiar
with the Company's business, operations and financial condition. In this
connection, the Company agrees that, upon the request of the Optionee, it will
provide the Optionee with a copy of its then most recent Annual Report to
Shareholders, its then most recent definitive Proxy Statement in connection with
a meeting of its shareholders for the election of directors, its then most
recent Annual Report on Form 10-K, and all Quarterly Reports on Form 10-Q and
Current Reports on Form 8-K filed by the Company with the Securities and
Exchange Commission subsequent to the filing of its then most recent Annual
Report on Form 10-K. In addition, the principal officers of the Company will be
reasonably available to discuss with the Optionee the information contained in
these documents.
9
<PAGE> 10
8. This Agreement shall be construed and enforced in accordance with
the laws of the State of Delaware.
9. Subject to Paragraphs 1(c) and 3, this Agreement shall be binding
upon and shall inure to the benefit of the parties hereto and their respective
heirs, personal representatives, successors or assigns, as the case may be.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first above written.
DATASCOPE CORP.
BY: /s/ Murray Pitkowsky
___________________________
Murray Pitkowsky
/s/ Joseph Grayzel, M.D.
___________________________
Joseph Grayzel, M.D.
10
<PAGE> 1
EXHIBIT 4.11
DATASCOPE CORP.
STOCK OPTION AGREEMENT
THIS AGREEMENT (the "Agreement"), made as of this 23rd day of
February, 1995, by and between DATASCOPE CORP. (the "Company"), a Delaware
corporation, and Joseph Grayzel, M.D. ("Optionee"), residing at 262 Fountain
Road, Englewood, NJ 07631.
R E C I T A L
WHEREAS, Optionee is a consultant of the Company;
WHEREAS, the Company is granting this Option to the Optionee
as a further incentive to achieve certain objectives;
WHEREAS, the Compensation Committee of the Board of Directors
of the Company (the "Committee") has adopted a resolution granting Optionee a
stock option (the "Option") to purchase 50,000 shares of the Company's Common
Stock, par value $.01 per share ("Shares"), for the price and on the terms and
conditions set forth in this Agreement;
NOW THEREFORE, in consideration of the premises and mutual
covenants contained herein and for other good and valuable consideration, the
adequacy and receipt of which are hereby acknowledged, the parties agree as
follows:
<PAGE> 2
1. (a) The price at which Optionee shall have the
right to purchase Shares under this Agreement is $18.25 per share subject to
adjustment as provided in Paragraph (b) below.
(b) Unless the Option is previously terminated
pursuant to this Agreement, the Option shall be exercisable for the number of
shares set forth in the table below upon the achievement of the objective set
forth in the column opposite such number of shares in the table below:
<TABLE>
<CAPTION>
OBJECTIVE TO BE ACHIEVED
(On or After Which Shares
NUMBER OF May be Purchased
SHARES Pursuant to the Option)
--------- -------------------------
<S> <C>
25,000 Exercisable upon signing
12,500 Exercisable the earlier of the attainment of:
(a) Annual sales (as defined) rate of $5,000,000 for two
consecutive quarters; or
(b) FDA approval of the first diagnostic test
12,500 Annual sales (as defined) rate of $10,000,000 for two
consecutive quarters.
</TABLE>
Sales as used herein shall mean the total invoiced amount of all sales by
Datascope of Products (as defined below), less cash and trade discounts,
returns, allowances, free goods and replacements, taxes applicable to such
sales and governmental charges assumed and delivery charges borne by Datascope.
The term Products as used herein shall have the same meaning as is
-2-
<PAGE> 3
given to that term in that certain License Agreement made the 29th day of
December, 1988, by and among Datascope Corp., Polyprobe, Inc. and Thor Nilsen.
In no event shall any Shares be purchasable under this Agreement after February
22, 2005 (the "Expiration Date"). Except as provided in subparagraph (c)
hereof, the Option shall cease to be exercisable on the date Optionee
voluntarily or involuntarily terminates his services as a consultant of the
Company or any subsidiary of the Company, and all rights of Optionee hereunder
shall thereupon terminate. For purposes of this Agreement, a subsidiary of the
Company is a "subsidiary corporation" as defined in Section 424 (f) of the
Internal Revenue Code of 1954, as amended (the "Code") or any partnership of
which the Company or any subsidiary of the Company is a general partner.
(c) If Optionee ceases to be a consultant of the
Company or any subsidiary of the Company and this cessation is due to
retirement (as defined by the Board or, if so designated, by the Committee in
its sole discretion), or to disability (as defined in each case by the Board
or, if so designated, by the Committee in its sole discretion) or to death, the
Option shall be exercisable as provided in this subparagraph. Optionee or, in
the event of his disability, his duly appointed guardian or conservator or, in
the event of his death, his executor or administrator shall have the privilege
of exercising the
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<PAGE> 4
unexercised portion of the Option which Optionee could have exercised on the
day on which his status as a consultant to the Company or any subsidiary of the
Company was terminated, provided, however, that such exercise must be in
accordance with the terms of this Agreement and within three (3) months of
Optionee's retirement or within one (1) year of Optionee's disability or death,
as the case may be. In no event, however, shall Optionee or his executor or
administrator, as the case may be, exercise the Option after the Expiration
Date specified in subparagraph 1(b). For all purposes of this Agreement, an
approved leave of absence shall not constitute an interruption or cessation of
Optionee's service as a consultant of the Company or any subsidiary of the
Company.
(d) The Option is not intended to satisfy the
requirements for an incentive stock option under the Code. The Company makes
no representations or warranties as to the income, estate or other tax
consequences to Optionee of the grant or exercise of the Option or the sale or
other disposition of the shares acquired pursuant to the exercise thereof.
2. Nothing contained herein shall be construed to confer
on Optionee any right to continue as a consultant of the Company or any
subsidiary of the Company or to derogate from any right of the Company or any
subsidiary thereof to terminate any consulting arrangement or agreement with
Optionee, or to retire,
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<PAGE> 5
request the resignation of, layoff or require a leave of absence of Optionee,
with or without pay, at any time, with or without cause.
3. The Option shall not be sold, pledged, assigned or
transferred in any manner except to the extent that the Option may be exercised
by an executor or administrator as provided in subparagraph 1(c) above. The
Option may be exercised, during the lifetime of Optionee, only by Optionee, or
his duly appointed conservator or guardian in the event of his disability.
4. (a) If the outstanding Shares of the Company are
subdivided, consolidated, increased, decreased, changed into or exchanged for a
different number or kind of shares or securities of the Company through
reorganization, merger, recapitalization, reclassification, capital adjustment
or otherwise, or if the Company shall issue Shares as a dividend or upon a
stock split, then the number and kind of shares subject to the unexercised
portion of the Option and the exercise price of the Option shall be adjusted to
prevent the inequitable enlargement or dilution of any rights hereunder,
provided, however, that any such adjustment shall be made without change in the
total exercise price applicable to the unexercised portion of the option.
Adjustments under this paragraph shall be made by the Board or, if so
designated, by the Committee, whose determination shall be final and binding
and conclusive. In computing any adjustment under
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<PAGE> 6
this paragraph, any fractional Share shall be eliminated. Nothing contained in
this Agreement shall be construed to affect in any way the right or power of
the Company to make any adjustment, reclassification, reorganization or changes
to its capital or business structure or to merge or to consolidate or to
dissolve, liquidate or transfer all or any part of its business or assets.
Distributions to the Company's shareholders consisting of property other than
shares of Common Stock of the Company or its successor and distributions to
shareholders of rights to subscribe for Common Stock shall not result in the
adjustment of the Shares purchasable under outstanding options or the exercise
price of outstanding options.
(b) If in the event of the dissolution or
liquidation of the Company, or in the event of a merger or consolidation in
which (1) the Company is not the surviving corporation, and (2) the agreement
governing such merger or consolidation do not provide for the issuance to
Optionee of a Substitute Option (as hereinafter defined) or the express
assumption of this Option, Optionee shall have the right immediately prior to
the effective date of such merger, consolidation, dissolution or liquidation to
exercise the Option in whole or in part, without regard to any installment
provisions contained in subparagraph 1(b); provided, that any conditions
precedent to such exercise set forth in this Agreement, other than the passage
of time, have occurred. In such event, the
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<PAGE> 7
Company will mail or cause to be mailed to Optionee a notice specifying the
date on which holders of Shares shall be entitled to exchange their shares for
securities or other property deliverable in connection with such merger,
consolidation, dissolution or liquidation. Such notice shall be mailed at
least ten (10) days prior to the date therein specified to the address of
Optionee specified on page 1 of this Agreement or to such other address as
Optionee delivers or transmits by registered or certified mail to the treasurer
of the Company at its principal office. In the event the Option is not
exercised on or prior to the date specified therein, the Option and any rights
hereunder shall terminate as of said date. For purposes of this Paragraph 4, a
"Substitute Option" shall mean an option under which Optionee has the right to
purchase on substantially equivalent terms (as hereinafter defined) (in lieu of
Shares), the stock, securities, or other property he would have been entitled
to receive upon the consummation of such merger or consolidation had he
exercised the option immediately prior thereto. For purposes of the preceding
sentence, "substantially equivalent terms" shall be those terms given approval
by the Board or, if so designated, the Committee, in their sole discretion.
5. The Option shall be exercised when written notice of
such exercise, signed by Optionee has been delivered or
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<PAGE> 8
transmitted by registered or certified mail, to the Secretary of the Company at
its principal office. Said written notice shall specify the number of Shares
purchasable under the Option which Optionee then wishes to purchase and shall
be accompanied by (i) such documentation, if any, as may be required by the
Company as provided in Paragraph 7 hereof and (ii) payment of the aggregate
option price. Such payment shall be in the form of (i) cash or a certified
check (unless such certification is waive by the Company) payable to the order
of the Company in the amount of the aggregate option price for such number of
shares, (ii) certificates duly endorsed for transfer (with all transfer taxes
paid or provided for) evidencing a number of shares of Common Stock of the
Company of which the aggregate fair market value on the date of exercise is
equal to the aggregate option exercise price of the shares being purchased or
(iii) a combination of these methods of payment. Delivery of said notice and
such documentation shall constitute an irrevocable election to purchase the
Shares specified in said notice and the date on which the Company receives said
notice and documentation shall, subject to the provisions of Paragraph 6 and 7,
be the date as of which the Shares so purchase shall be deemed to have been
issued. Optionee shall not have the right or status as a holder of the Shares
to which such exercise relates prior to receipt by the Company of such payment,
notice and documentation.
-8-
<PAGE> 9
6. Anything in this Agreement to the contrary
notwithstanding, in no event may the Option be exercisable if the Company
shall, at any time and in its sole discretion, determine that (i) the listing,
registration or qualification of any shares otherwise deliverable upon such
exercise, upon any securities exchange or under any state or federal law, or
(ii) the consent or approval of any regulatory body or the satisfaction of
withholding tax or other withholding liabilities is necessary or desirable in
connection with such exercise. In such event, such exercise shall be held in
abeyance and shall not be effective unless and until such withholding, listing,
registration, qualification or approval shall have been affected or obtained
free of any conditions not acceptable to the Company in its sole discretion,
notwithstanding any termination of any option or any portion of any option
during the period when exercisability has been suspended.
7. The Board or, if so designated, the Committee, may
require as a condition to the right to exercise the Option hereunder that the
Company receive from Optionee representations, warranties and agreements, at
the time of any such exercise, to the effect that the Shares are being
purchased for investment only and without any present intention to sell or
otherwise distribute such Shares and that the Shares will not be disposed of in
transactions which, in the opinion of counsel to the Company, would violate the
registration provisions of the
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<PAGE> 10
Securities Act of 1933, as then amended, and the rules and regulations
thereunder. The certificate issued to evidence such Shares shall bear
appropriate legends summarizing such restrictions on the disposition thereof.
8. This Agreement shall be construed and
enforced in accordance with the laws of the State of Delaware. Subject to
subparagraphs 1(c), this Agreement shall be binding upon and shall inure to the
benefit of the parties hereto and their respective heirs, personal
representative, successors or assigns, as the case may be.
IN WITNESS WHEREOF, the parties have witnessed this
Agreement to be duly executed and delivered as of the date first above written.
DATASCOPE CORP.
By:
- ------------------------------- --------------------------------
Joseph Grayzel, M.D. Murray Pitkowsky
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<PAGE> 1
Exhibit 4.12
DATASCOPE CORP.
STOCK OPTION AGREEMENT
----------------------
Agreement, made as of the 19th day of February, 1993 between DATASCOPE
CORP. (the "Company"), a Delaware corporation, and George Heller (the
"Optionee"), residing at W. 198 Morningside Road, Paramus, NJ 07652 (the
"Agreement").
The Optionee has been elected as a director of the Company at the
annual meeting of the shareholders of the Company held on December 10, 1992.
The Company has agreed that, in addition to directors' fees, the Optionee
should receive a ten-year option to purchase 3,000 shares of Common Stock of
the Company. Accordingly, on February 19, 1993, the Board of Directors of the
Company has approved the grant by the Company to the Optionee of a stock option
to purchase 3,000 shares of the Company's Common Stock, par value $.01 per share
(the "Shares"), subject to and upon the terms and conditions set forth
herein (the "Option").
<PAGE> 2
Therefore, in consideration of the premises and other good and valuable
consideration, the parties hereto have agreed as follows:
1. (a) The price at which the Optionee shall have the right to
purchase Shares under this Agreement is $16.50 per share, subject to adjustment
as provided in Paragraph 4.
(b) Subject to Paragraph 1(c), unless the Option is previously
terminated pursuant to this Agreement, the Option shall be exercisable with
respect to all 3,000 Shares beginning on February 19, 1993 through February 18,
2003; provided, however, that the Option shall cease to be exercisable on the
date of the termination of the Optionee's status as a director of the Company.
(c) If the Optionee's status as a director of the Company
terminates due to disability or to death, the Option shall be exercisable as
provided in this subparagraph. The Optionee or, in the event of his disability,
his duly appointed guardian or conservator or, in the event of his death, his
duly appointed executor or
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<PAGE> 3
administrator shall have the privilege of exercising the unexercised portion of
the Option which the Optionee could have exercised on the day on which his
status as a director of the company terminated, provided, however, that such
exercise must be in accordance with the terms of this Agreement and within one
(1) year of the Optionee's disability or death, as the case may be. In no event,
however, shall the Optionee or his duly appointed guardian or conservator or his
duly appointed executor or administrator, as the case may be, exercise the
Option after February 18, 2003.
2. Nothing contained herein shall be construed (i) to confer on the
Optionee any right to continue to serve as a director of the Company or (ii) to
obligate the Company (including its shareholders, directors and officers) to
either re-nominate the Optionee for election or re-elect the nominee to serve as
a director or (iii) to derogate from any right of the company (including its
shareholders, directors and officers) to remove or request the resignation of
the Optionee from the Company's Board of Directors.
-3-
<PAGE> 4
3. (a) The Option shall not be sold, pledged, assigned or transferred
in any manner except to the extent that the Option may be exercised as provided
in Paragraph 1(c).
(b) For all purposes of this Agreement, except the Preamble and
Paragraph 1(b), the term "Optionee" shall include any person entitled to
exercise the Option pursuant to Paragraph 1(c).
4. (a) If the outstanding Shares of the Company are subdivided,
consolidated, increased, decreased, changed into or exchanged for a different
number or kind of shares or securities of the Company through reorganization,
merger, recapitalization, reclassification, capital adjustment or otherwise, or
if the Company shall issue Shares as a dividend or upon a stock split, then the
number and kind of shares subject to the unexercised portion of the Option and
the exercise price of the Option shall be adjusted to prevent the inequitable
enlargement or dilution of any rights hereunder, provided, however, that any
such adjustment shall be made without change in the total exercise price
applicable to the unexercised portion of the Option. Adjustments under this
paragraph shall be made by the Board of Directors, whose determination shall be
final
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<PAGE> 5
and binding and conclusive. In computing any adjustment under this paragraph,
any fractional share shall be eliminated. Nothing contained in this Agreement
shall be construed to affect in any way the right or power of the Company to
make any adjustment, reclassification, reorganization or changes to its capital
or business structure or to merge or to consolidate or to dissolve, liquidate
or transfer all or any part of its business or assets.
(b) In the event of the dissolution or liquidation of the
Company, or in the event of a merger or consolidation in which (1) the Company
is not the surviving corporation, and (2) the agreements governing such merger
or consolidation do not provide for the issuance to the Optionee of a
Substitute Option (as hereinafter defined) or the express assumption of this
Option, the Option and any rights hereunder shall terminate as of the effective
date of any such dissolution, liquidation, merger or consolidation date. For
purposes of this Paragraph 4, a Substitute Option shall mean an option under
which the Optionee has the right to purchase on substantially equivalent terms
(as hereinafter defined) (in lieu of Shares), the stock,
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<PAGE> 6
securities or other property he would have been entitled to receive upon the
consummation of such merger or consolidation had he exercised the option
immediately prior thereto.
5. The Option shall be exercised when written notice of such exercise,
signed by the Optionee, has been delivered or transmitted by registered or
certified mail, to the Secretary of the Company at its principal office. Said
written notice shall specify the number of Shares purchasable under the Option
which the Optionee then wishes to purchase and shall be accompanied by (i) such
documentation, if any, as may be required by the Company as provided in
Paragraph 6 or 7 and (ii) payment of the aggregate option price. Such payment
shall be in the form of (i) cash or a certified check (unless such
certification is waived by the Company) payable to the order of the Company in
the amount of the aggregate option price for such number of Shares, (ii)
certificates duly endorsed for transfer (with all transfer taxes paid or
provided for) evidencing a number of Shares of which the aggregate fair market
value on the date of exercise is equal to the aggregate option exercise price
of the Shares being purchased, or (iii) a combination of these methods of
payment. Delivery of said notice and such documentation
-6-
<PAGE> 7
shall constitute an irrevocable election to purchase the Shares specified in
said notice, and the date on which the Company receives said notice and
documentation shall, subject to the provisions of Paragraphs 6 and 7, be the
date as of which the Share so purchased shall be deemed to have been issued. The
Optionee shall not have the right or status as a holder of the Shares to which
such exercise relates prior to receipt by the Company of such payment, notice
and documentation. For purposes of this Agreement, the fair market value per
Share on a given date shall be: (i) if the Shares are listed on a registered
securities exchange or included in the National Market System, the closing price
per Share on such date (or, if there was no trading on such exchange on such
date, on the next preceding day on which there was trading); (ii) if the Shares
are not listed on a registered securities exchange or included in the National
Market System, but the bid and asked prices per Share are provided by NASDAQ,
the National Quotation Bureau Incorporated or any similar organization, the
average of the closing bid and asked price per Share on such date (or, if there
was no trading in the Shares on such date, on the next preceding day on which
there was trading) as provided by such organization; and (iii) if the Shares are
not traded on a registered securities exchange and the bid and asked prices per
Share are not provided by NASDAQ,
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<PAGE> 8
the National Quotation Bureau Incorporated or any similar organization, as
determined by the agreement of the parties in good faith or, in the absence of
such agreement, as determined pursuant to arbitration under the auspices of the
American Arbitration Association.
6. Anything in this Agreement to the contrary notwithstanding, in no
event may the Option be exercisable if the Company shall determine in good
faith that (i) the listing, registration or qualification of any Shares
otherwise deliverable upon such exercise, upon any securities exchange or under
any state or federal law, or (ii) the consent or approval of any regulatory
body or the satisfaction of withholding tax or other withholding liabilities is
necessary or desirable in connection with such exercise. In such event, such
exercise shall be held in abeyance and shall not be effective unless and until
such withholding, listing, registration, qualification or approval shall have
been effected or obtained free of any conditions not reasonably acceptable to
the Company.
7. (a) The Company shall not be deemed obligated to the Optionee to
register any of the Shares which may be acquired pursuant to any exercise of
the Option under the Securities Act of 1933 (the "Act"). The Optionee
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<PAGE> 9
acknowledges that, if the Shares are not so registered, his acquisition of any
of the shares pursuant to an exercise of the Option will be made in part in
reliance upon the exemption from the registration requirements of the Act
afforded by Section 4(2) of the Act for transactions by an issuer not involving
any public offering. The Optionee further acknowledges that the Company's
reliance upon this exemption at the time of any exercise of the Option will be
predicated upon the Optionee's representation at that time that such Shares are
being acquired by him as an investment solely for his account and that he then
has no intention of selling, pledging, transferring or otherwise distributing
or disposing of all or any part of such Shares or any interest or participation
therein except as permitted by the Act and the rules and regulations
promulgated thereunder. The Optionee further acknowledges that, accordingly, if
the Shares are not so registered, the receipt by the Board of Directors of
written representations to such effect is a condition precedent to the right to
exercise the Option, in whole or in part.
(b) The Optionee agrees that there will be no disposition of
all or any part of the Shares acquired pursuant to any exercise of the Option
or any interest or interests therein, unless and until such disposition has
-9-
<PAGE> 10
been registered under the Act or the Company receives an opinion of its counsel
that registration under the Act is not required in connection with such
disposition.
(c) The Optionee agrees that upon any exercise of the Option, unless
the Shares acquired pursuant to such exercise have been registered under the
Act, the transfer agent for the Shares acquired pursuant to such exercise will
be instructed to place appropriate stop orders against the transfer of the
Shares and that the certificate or certificates to be issued representing the
Shares will conspicuously bear a legend substantially as follows:
The shares represent by this certificate have not been registered under
the Securities Act of 1933. The shares have been acquired for investment
and may not be sold, transferred, pledged, hypothecated or otherwise
disposed of in the absence of an effective registration statement for
the shares under the Securities Act of 1933 or an opinion of counsel to
the Company that registration is not required under said Act.
(d) The Optionee acknowledges that he is presently familiar with the
Company's business, operations and financial condition. In this connection, the
Company agrees that, upon the request of the Optionee, it will provide the
Optionee with a copy of its then most recent Annual Report to Shareholders, its
then most recent
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<PAGE> 11
definitive Proxy Statement in connection with a meeting of its shareholders for
the election of directors, its then most recent Annual Report on Form 10-K,
and all Quarterly Reports on Form 10-Q and Current Reports on Form 8-K filed by
the Company with the Securities and Exchange Commission subsequent to the
filing of its then most recent Annual Report on Form 10-K. In addition, the
principal officers of the Company will be reasonably available to discuss with
the Optionee the information contained in these documents.
8. This Agreement shall be construed and enforced in accordance with
the laws of the State of New Jersey.
9. Subject to Paragraphs 1(c) and 3, this Agreement shall be binding
upon and shall inure to the benefit of the parties hereto and their respective
heirs, personal representatives, successors or assigns, as the case may be.
-11-
<PAGE> 12
IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first above written.
DATASCOPE CORP.
By: /s/ Murray Pitkowsky
--------------------------
Murray Pitkowsky
/s/ George Heller
--------------------------
George Heller
-12-
<PAGE> 1
Exhibit 4.13
DATASCOPE CORP.
STOCK OPTION AGREEMENT
Agreement, made as of the 23rd day of February, 1995 between DATASCOPE
CORP. (the "Company"), a Delaware corporation, and George Heller (the
"Optionee"), residing at 1369 Camino Sin Salida, Sante Fe, New Mexico 87501
(the "Agreement").
The Optionee has been elected as a director of the Company at the
annual meeting of the shareholders of the Company held on December 10, 1992.
The Company has agreed that, in addition to director's fees, the Optionee
should receive a ten-year option to purchase 5,000 shares of Common Stock of
the Company. Accordingly, on February 16, 1995 the Board of Directors, and on
February 23, 1995 the Compensation Committee of the Board of Directors, of the
Company each approved the grant by the Company to the Optionee of a stock
option to purchase 5,000 shares of the Company's Common Stock, par value $.01
per share (the "Shares"), subject to the approval of the Shareholders of the
Company and upon the terms and conditions set forth herein (the "Option").
1
<PAGE> 2
Therefore, in consideration of the premises and other good and
valuable consideration, the parties hereto have agreed as follows:
1. (a) The price at which the Optionee shall have the
right to purchase Shares under this Agreement is $18.25 per share, subject to
adjustment as provided in Paragraph 4.
(b) Subject to Paragraph 1(c), unless the Option is
previously terminated pursuant to this Agreement, the Option shall be
exercisable with respect to all 5,000 Shares on the date Shareholder approval
is obtained and ending February 22, 2005; provided, however, that the Option
shall cease to be exercisable on the date of the termination of the Optionee's
status as a director of the Company.
(c) If the Optionee's status as a director of the
Company terminates due to disability or to death, the Option shall be
exercisable as provided in this subparagraph. The Optionee or, in the event of
the Optionee's disability, his duly appointed guardian or conservator or, in
the event of the Optionee's death, his duly appointed executor or administrator
shall have the privilege of exercising the unexercised portion of the Option
which the Optionee could have exercised on the day on which his status as a
director of the company terminated, provided, however,
2
<PAGE> 3
that such exercise must be in accordance with the terms of this Agreement and
within one (1) year of the Optionee's disability or death, as the case may be.
In no event, however, shall the Optionee or his duly appointed guardian or
conservator or his duly appointed executor or administrator, as the case may
be, exercise the Option after February 22, 2005.
2. Nothing contained herein shall be construed (i) to confer
on the Optionee any right to continue to serve as a director of the Company or
(ii) to obligate the Company (including its shareholders, directors and
officers) to either re-nominate the Optionee for election or re-elect the
nominee to serve as a director or (iii) to derogate from any right of the
company (including its shareholders, directors and officers) to remove or
request the resignation of the Optionee from the Company's Board of Directors.
3. (a) The Option shall not be sold, pledged,
assigned or transferred in any manner except to the extent that the Option may
be exercised as provided in Paragraph 1(c).
(b) For all purposes of this Agreement, except
the Preamble and Paragraph 1(b), the term "Optionee" shall include any person
entitled to exercise the Option pursuant to Paragraph 1(c).
3
<PAGE> 4
4. (a) If the outstanding Shares of the Company are
subdivided, consolidated, increased, decreased, changed into or exchanged for a
different number or kind of shares or securities of the Company through
reorganization, merger, recapitalization, reclassification, capital adjustment
or otherwise, or if the Company shall issue Shares as a dividend or upon a
stock split, then the number and kind of shares subject to the unexercised
portion of the Option and the exercise price of the Option shall be adjusted to
prevent the inequitable enlargement or dilution of any rights hereunder,
provided, however, that any such adjustment shall be made without change in the
total exercise price applicable to the unexercised portion of the Option.
Adjustments under this paragraph shall be made by the Board of Directors, whose
determination shall be final and binding and conclusive. In computing any
adjustment under this paragraph, any fractional share shall be eliminated.
Nothing contained in this Agreement shall be construed to affect in any way the
right or power of the Company to make any adjustment, reclassification,
reorganization or changes to its capital or business structure or to merge or
to consolidate or to dissolve, liquidate or transfer all or any part of its
business or assets.
(b) In the event of the dissolution or
liquidation of the Company, or in the event of a merger or consolidation in
which (1) the Company is not the surviving corporation, and (2) the agreements
governing such merger or consolidation do not provide for the issuance to the
Optionee
4
<PAGE> 5
of a Substitute Option (as hereinafter defined) or the express assumption of
this Option, the Option and any rights hereunder shall terminate as of the
effective date of any such dissolution, liquidation, merger or consolidation
date. For purposes of this Paragraph 4, a Substitute Option shall mean an
option under which the Optionee has the right to purchase on substantially
equivalent terms (as hereinafter defined) (in lieu of Shares), the stock,
securities or other property he would have been entitled to receive upon the
consummation of such merger or consolidation had he exercised the option
immediately prior thereto.
5. The Option shall be exercised when written notice of
such exercise, signed by the Optionee, has been delivered or transmitted by
registered or certified mail, to the Secretary of the Company at its principal
office. Said written notice shall specify the number of Shares purchasable
under the Option which the Optionee then wishes to purchase and shall be
accompanied by (i) such documentation, if any, as may be required by the
Company as provided in Paragraph 6 or 7 and (ii) payment of the aggregate
option price. Such payment shall be in the form of (i) cash or a certified
check (unless such certification is waived by the Company) payable to the order
of the Company in the amount of the aggregate option price for such number of
Shares, (ii) certificates duly endorsed for transfer (with all transfer taxes
paid or provided for) evidencing a number of Shares of which the aggregate fair
market value on the date of exercise is equal
5
<PAGE> 6
to the aggregate option exercise price of the shares being purchased, or (iii)
a combination of these methods of payment. Delivery of said notice and such
documentation shall constitute an irrevocable election to purchase the shares
specified in said notice, and the date on which the Company receives said
notice and documentation shall, subject to the provisions of Paragraphs 6 and
7, be the date as of which the Shares so purchased shall be deemed to have been
issued. The Optionee shall not have the right or status as a holder of the
Shares to which such exercise relates prior to receipt by the Company of such
payment, notice and documentation. For purposes of this Agreement, the fair
market value per Share on a given date shall be: (i) if the Shares are listed
on a registered securities exchange or included in the National Market System,
the closing price per Share on such date (or, if there was no trading on such
exchange on such date, on the next preceding day on which there was trading);
(ii) if the Shares are not listed on a registered securities exchange or
included in the National Market System, but the bid and asked prices per Share
are provided by NASDAQ, the National Quotation Bureau Incorporated or any
similar organization, the average of the closing bid and asked price per Share
on such date (or, if there was no trading in the Shares on such date, on the
next preceding day on which there was trading) as provided by such
organization; and (iii) if the Shares are not traded on a registered securities
exchange and the bid and asked prices per Share are not provided by NASDAQ, the
National Quotation Bureau Incorporated or any similar
6
<PAGE> 7
organization, as determined by the agreement of the parties in good faith or,
in the absence of such agreement, as determined pursuant to arbitration under
the auspices of the American Arbitration Association.
6. Anything in this Agreement to the contrary
notwithstanding, in no event may the Option be exercisable if the Company shall
determine in good faith that (i) the listing, registration or qualification of
any Shares otherwise deliverable upon such exercise, upon any securities
exchange or under any state or federal law, or (ii) the consent or approval of
any regulatory body or the satisfaction of withholding tax or other withholding
liabilities is necessary or desirable in connection with such exercise. In
such event, such exercise shall be held in abeyance and shall not be effective
unless and until such withholding, listing, registration, qualification or
approval shall have been effected or obtained free of any conditions not
reasonably acceptable to the Company.
7. (a) The Company shall not be deemed obligated to
the Optionee to register any of the Shares which may be acquired pursuant to
any exercise of the Option under the Securities Act of 1933 (the "Act"). The
Optionee acknowledges that, if the Shares are not so registered, his
acquisition of any of the shares pursuant to an exercise of the Option will be
made in part in reliance upon the exemption from the registration requirements
of the Act afforded by Section 4(2)
7
<PAGE> 8
of the Act for transactions by an issuer not involving any public offering.
The Optionee further acknowledges that the Company's reliance upon this
exemption at the time of any exercise of the Option will be predicated upon the
Optionee's representation at that time that such Shares are being acquired by
him as an investment solely for his account and that he then has no intention
of selling, pledging, transferring or otherwise distributing or disposing of
all or any part of such Shares or any interest or participation therein except
as permitted by the Act and the rules and regulations promulgated thereunder.
The Optionee further acknowledges that, accordingly, if the Shares are not so
registered, the receipt by the Board of Directors of written representations to
such effect is a condition precedent to the right to exercise the Option, in
whole or in part.
(b) The Optionee agrees that there will be no
disposition of all or any part of the Shares acquired pursuant to any exercise
of the Option or any interest or interests therein, unless and until such
disposition has been registered under the Act or the Company receives an
opinion of its counsel that registration under the Act is not required in
connection with such disposition.
(c) The Optionee agrees that upon any exercise of
the Option, unless the Shares acquired pursuant to such exercise have been
registered under the Act, the transfer agent for the Shares acquired pursuant
to such exercise will
8
<PAGE> 9
be instructed to place appropriate stop orders against the transfer of the
Shares and that the certificate or certificates to be issued representing the
Shares will conspicuously bear a legend substantially as follows:
The shares represented by this certificate have not been registered
under the Securities Act of 1933. The shares have been acquired for
investment and may not be sold, transferred, pledged, hypothecated or
otherwise disposed of in the absence of an effective registration
statement for the shares under the Securities Act of 1933 or an
opinion of counsel to the Company that registration is not required
under said Act.
(d) The Optionee acknowledges that he is
presently familiar with the Company's business, operations and financial
condition. In this connection, the Company agrees that, upon the request of
the Optionee, it will provide the Optionee with a copy of its then most recent
Annual Report to Shareholders, its then most recent definitive Proxy Statement
in connection with a meeting of its shareholders for the election of directors,
its then most recent Annual Report on Form 10-K, and all Quarterly Reports on
Form 10-Q and Current Reports on Form 8-K filed by the Company with the
Securities and Exchange Commission subsequent to the filing of its then most
recent Annual Report on Form 10-K. In addition, the principal officers of the
Company will be reasonably available to discuss with the Optionee the
information contained in these documents.
9
<PAGE> 10
8. This Agreement shall be construed and enforced in
accordance with the laws of the State of Delaware.
9. Subject to Paragraphs 1(c) and 3, this Agreement
shall be binding upon and shall inure to the benefit of the parties hereto and
their respective heirs, personal representatives, successors or assigns, as the
case may be.
IN WITNESS WHEREOF, the parties have executed this Agreement
as of the date first above written.
DATASCOPE CORP.
BY: /s/ Murray Pitkowsky
---------------------------
Murray Pitkowsky
/s/ George Heller
---------------------------
George Heller
10
<PAGE> 1
Exhibit 4.14
DATASCOPE CORP.
STOCK OPTION AGREEMENT
----------------------
Agreement, made as of the 22nd day of January, 1993 between DATASCOPE
CORP. (the "Company"), a Delaware Corporation, and TRACY MOON (the "Optionee"),
residing at 246 First Street, Suite 307, San Francisco, California 94105 (the
"Agreement").
Pursuant to an agreement dated November 25, 1992 between the Company
and the Optionee (the "Consulting Agreement"), the Optionee has been serving
and shall continue to serve the Company as a special projects consultant in the
general field of industrial design for an indefinite period (the "Consulting
Period"). In recognition of the consulting services provided by the Optionee
under the terms of the Consulting Agreement, the Board of Directors of the
Company on December 10, 1992 granted to the Optionee a stock option effective
September 15, 1992 to purchase up to 700 shares of the Company's Common Stock,
par value $.01 per share (the "Shares"), subject to and upon the terms and
conditions hereinafter set forth (the "Option").
<PAGE> 2
Therefore, in consideration of the premises and other good and valuable
consideration, the parties hereto have agreed as follows:
1. (a) The price at which the Optionee shall have the right to
purchase Shares under this Agreement is $22.375 per share, subject to
adjustment as provided in Paragraph 4.
(b) Unless the Option is previously terminated pursuant to this
Agreement, the Option shall be exercisable: in four equal installments of 175
shares on the first, second, third and fourth anniversaries of the effective
date of September 15, 1992, respectively. In no event shall any Shares be
purchasable under this Agreement after September 14, 2002 (the "Expiration
Date"). Except as provided in subparagraph (c) hereof, the Option shall cease
to be exercisable on the date of the termination of the Consulting Period. For
purposes of this Agreement, the Consulting Period will be deemed not to have
terminated if the optionee is serving the Company as a director of the Company
or as an executive officer or employee of the Company or of any of its
subsidiaries.
For purposes of this Agreement, a subsidiary of the Company is (i)
a corporation in which the Company owns or controls, directly or indirectly,
fifty percent (50%) or more of
-2-
<PAGE> 3
the outstanding shares of stock normally entitled to vote for the election of
directors or (ii) a partnership of which the Company or a subsidiary of the
Company is a general partner.
(c) If the Consulting Period terminates and such termination is
due to disability (as defined by the Board of Directors in its sole discretion)
or to death, the Option shall be exercisable as provided in this subparagraph.
The Optionee or, in the event of her disability, her duly appointed guardian
or conservator or, in the event of her death, her duly appointed executor or
administrator shall have the privilege of exercising the portion of the Option
which is exercisable on the day on which the Consulting Period terminated,
provided, however, that such exercise must be in accordance with the terms of
this Agreement and within one (1) year of the Optionee's disability or death,
as the case may be. In no event, however, shall the Optionee or her duly
appointed guardian or conservator or her duly appointed executor or
administrator, as the case may be, exercise the Option after the Expiration
Date specified in subparagraph 1(b).
2. Nothing contained herein shall be construed to confer on the
Optionee any right to continue to provide consulting or other services to the
Company or any subsidiary of the Company or to derogate from any right of the
Company or any subsidiary thereof to terminate the Consulting Period.
-3-
<PAGE> 4
3. The Option shall not be sold, pledged, assigned or transferred in
any manner except to the extent that the Option may be exercised as provided in
subparagraph 1(c). The Option may be exercised, during the lifetime of the
Optionee, only by the Optionee or by his legal representative in his behalf.
4. (a) If the outstanding Shares of the Company are subdivided,
consolidated, increased, decreased, changed into or exchanged for a different
number or kind of shares or securities of the Company through reorganization,
merger, recapitalization, reclassification, capital adjustment or otherwise, or
if the Company shall issue Shares as a dividend or upon a stock split, then the
number and kind of shares subject to the unexercised portion of the Option and
the exercise price of the Option shall be adjusted to prevent the inequitable
enlargement or dilution of any rights hereunder, provided, however, that any
such adjustment shall be made without change in the total exercise price
applicable to the unexercised portion of the Option. Adjustments under this
paragraph shall be made by the Board of Directors, whose determination shall be
final and binding and conclusive. In computing any adjustment under this
paragraph, any fractional share shall be eliminated. Nothing contained in this
Agreement shall be construed to affect in any way the right or power of the
Company to make any adjustment, reclassification, reorganization
-4-
<PAGE> 5
or changes to its capital or business structure or to merge or to consolidate
or to dissolve, liquidate or transfer all or any part of its business or
assets.
(b) If in the event of the dissolution or liquidation of the
Company, or in the event of a merger or consolidation in which (1) the Company
is not the surviving corporation, and (2) the agreements governing such merger
or consolidation do not provide for the issuance to the Optionee of a Substitute
Option (as hereinafter defined) or the express assumption of this Option, the
Optionee shall have the right immediately prior to the effective date of such
merger, consolidation, dissolution or liquidation to exercise the Option in
whole or in part, without regard to the installment provisions contained in
subparagraph 1(b). In such event, the Company will mail or cause to be mailed
to the Optionee a notice specifying the date on which holders of Shares shall
be entitled to exchange their shares for securities or other property
deliverable in connection with such merger, consolidation, dissolution or
liquidation. Such notice shall be mailed at least ten (10) days prior to the
date therein specified to the address of the Optionee specified on page 1 of
this Agreement or to such other address as the Optionee delivers or transmits
by registered or certified mail to the Treasurer of the Company at its
principal office. In the event the Option is not exercised on or prior to
-5-
<PAGE> 6
the date specified therein, the Option and any rights hereunder shall terminate
as of said date. For purposes of this Paragraph 4, a Substitute Option shall
mean an option under which the Optionee has the right to purchase on
substantially equivalent terms (as hereinafter defined) (in lieu of Shares),
the stock, securities or other property he would have been entitled to receive
upon the consummation of such merger or consolidation had he exercised the
option immediately prior thereto. For purposes of the preceding sentence,
substantially equivalent terms shall be those terms given approval by the Board
of Directors in its sole discretion.
5. The Option shall be exercised when written notice of such exercise,
signed by the person entitled to exercise the Option, has been delivered or
transmitted by registered or certified mail, to the Secretary of the Company at
its principal office. Said written notice shall specify the number of Shares
purchasable under the Option which such person then wishes to purchase and
shall be accompanied by such documentation, if any, as may be required by the
Company as provided in Paragraph 6 and (ii) payment of the aggregate option
price. Such payment shall be in the form of (i) cash or a certified check
(unless such certification is waived by the Company) payable to the order of
the Company in the amount of the aggregate option price for such number of
shares, (ii) certificates duly endorsed for transfer (with all transfer taxes
paid or provided for) evidencing a
-6-
<PAGE> 7
number of shares of Common Stock of the Company of which the aggregate fair
market value on the date of exercise is equal to the aggregate option exercise
price of the shares being purchased, or (iii) a combination of these methods of
payment. Delivery of said notice and such documentation shall constitute an
irrevocable election to purchase the Shares specified in said notice and the
date on which the Company receives said notice and documentation shall, subject
to the provisions of Paragraphs 6 and 7, be the date as of which the Shares so
purchased shall be deemed to have been issued. The person entitled to exercise
the Option shall not have the right or status as a holder of the Shares to
which such exercise relates prior to receipt by the Company of such payment,
notice and documentation. For purposes of this Agreement, the "fair market
value per share" of the shares on a given date shall be: (i) if the shares are
listed on a registered securities exchange, the closing price per share of the
shares on such date (or, if there was no trading on such exchange on such date,
on the next preceding day on which there was trading); (ii) if the shares are
not listed on a registered securities exchange but the bid and asked prices per
share for the Shares are provided by NASDAQ, the National Quotation Bureau
Incorporated or any similar organization, the average of the closing bid and
asked price per share of the Shares on such date, (or, if there was no trading
in the shares on such date, on the next preceding day on which there was
trading) as provided by
-7-
<PAGE> 8
such organization; and (iii) if the shares are not traded on a registered
securities exchange and the bid and asked prices per share of the Shares are
not provided by NASDAQ, the National Quotation Bureau Incorporated or any
similar organization, as determined in good faith by the Board of Directors of
the Company.
6. Anything in this Agreement to the contrary notwithstanding, in no
event may the Option be exercisable if the Company shall, at any time and in
its sole discretion, determine that (i) the listing, registration or
qualification of any shares otherwise deliverable upon such exercise, upon any
securities exchange or under any state or federal law, or (ii) the consent or
approval of any regulatory body or the satisfaction of withholding tax or other
withholding liabilities is necessary or desirable in connection with such
exercise. In such event, such exercise shall be held in abeyance and shall not
be effective unless and until such withholding, listing, registration,
qualification or approval shall have been effected or obtained free of any
conditions not acceptable to the Company.
7. (a) The Optionee hereby acknowledges that the Shares which may be
acquired pursuant to any exercise of the Option will not be registered under
the Securities Act of 1933 (the "Act"), in part in reliance upon the exemption
from the registration requirements of the Act afforded by Section 4(2) of the
Act for transactions by an issuer not involving any public
-8-
<PAGE> 9
offering. The Optionee further acknowledges that the Company's reliance upon
this exemption at the time of any exercise of the Option will be predicated
upon the Optionee's representation at that time that such Shares are being
acquired by her as an investment solely for her account and that she then has
no intention of selling, pledging, transferring or otherwise distributing or
disposing of all or any part of such Shares or any interest or participation
therein except as permitted by the Act and the rules and regulations
promulgated thereunder. The Optionee further acknowledges that, accordingly,
the receipt by the Board of Directors of written representations to such effect
is a condition precedent to the right to exercise the Option, in whole or in
part.
(b) The Optionee agrees that there will be no disposition of all or
any part of the Shares acquired pursuant to any exercise of the Option or any
interest or interests therein, unless and until such disposition has been
registered under the Act or the Company receives an opinion of its counsel that
registration under the Act is not required in connection with such disposition.
(c) The Optionee agrees that upon any exercise of the Option, the
transfer agent for the Shares acquired pursuant to such exercise will be
instructed to place appropriate stop orders against the transfer of the Shares
and that the
-9-
<PAGE> 10
certificate or certificates to be issued representing the Shares will
conspicuously bear a legend substantially as follows:
The shares represented by this certificate have not been registered
under the Securities Act of 1933. The shares have been acquired for
investment and may not be sold, transferred, pledged, hypothecated or
otherwise disposed of in the absence of an effective registration
statement for the shares under the Securities Act of 1933 or an
opinion of counsel to the Company that registration is not
required under said Act.
(d) The Optionee acknowledges that she is presently familiar with
the Company's business, operations and financial condition. In this connection,
the Company agrees that, upon the request of the Optionee, it will provide the
Optionee with a copy of its then most recent Annual Report to Shareholders, its
then most recent definitive Proxy Statement in connection with a meeting of its
shareholders for the election of directors, its then most recent Annual Report
on Form 10-K, and all Quarterly Reports on Form 10-Q and Current Reports on
Form 8-K filed by the Company with the Securities and Exchange Commission
subsequent to the filing of its then most recent Annual Report on Form 10-K.
In addition, the principal officers of the Company will be reasonably available
to discuss with the Optionee the information contained in
these documents.
8. (a) In addition to the restrictions set forth in Paragraph 7, the
Optionee shall not sell, transfer, pledge, hypothecate or otherwise dispose of
any shares acquired upon the
-10-
<PAGE> 11
exercise of the Option or any interest therein for a period of seven (7) months
following such exercise, without the prior written consent of the Company. In
the event the Consulting Period terminates during the first six (6) months of
such period for any reason, other than disability (as defined by the Board of
Directors in its sole discretion) or death, then forthwith upon the occurrence
of such termination, the Optionee, if requested by the Company, shall be
required to sell to the Company all such Shares owned by her which are then
subject to restriction under this subparagraph 8(a) for a price equal to the
aggregate exercise price paid for such Shares. In the event the Company
repurchases such Shares, the certificate or certificates evidencing such Shares
shall forthwith be delivered to the Company against full payment of the sum of
(i) an amount of money in the form of cash or check equal to the amount, if
any, paid by the Optionee in cash or check as payment of the exercise price,
and (ii) a number of shares equal to the number of shares, if any, paid by the
Optionee as payment of the exercise price, without regard to the then fair
market value of such Shares. In the event the Optionee had paid the option
exercise price, in whole or in part, in shares, then the Company shall delay
such repurchase until six (6) months and ten (10) days from the date the
Optionee ceased to provide services to the Company.
-11-
<PAGE> 12
(b) The certificate or certifcates delivered which evidence Shares
acquired upon any exercise of the Option as provided in Paragraph 5 shall bear,
in addition to any restrictive legend required by Paragraph 7, a legend
summarizing the restrictions set forth in subparagraph (a) of the Paragraph 8.
(c) In the event of the death or disability of the Optionee, all
restrictions set forth in subparagraph (a) of this Paragraph 8 shall terminate
forthwith with respect to any and all Shares owned by the Optionee at the date
of her death or disability, but neither the termination of such restrictions
upon the death of the Optionee nor any lapse of restrictions upon the expiration
of any period specified in subparagraph 8(a) hereof shall affect the
obligations of the Optionee or her duly appointed executor or administrator or
her duly appointed guardian or conservator, as the case may be, to comply with
the requirements of Paragraph 7 in connection with any sale or other
disposition of any such Shares.
(d) The Board of Directors shall have the power in its discretion
to lessen or eliminate the period of time during which the transfer of the
Optionee's Shares is restricted hereunder and/or to eliminate or modify in the
Optionee's favor the Company's right to purchase Shares pursuant to this
paragraph, whether before or after the Option is exercised hereunder.
-12-
<PAGE> 13
9. This Agreement shall be construed and enforced in accordance with
the laws of the State of Delaware. Subject to subparagraphs 1(c), 8(a) and
8(c), this Agreement shall be binding upon and shall inure to the benefit of
the parties hereto and their respective heirs, personal representative,
successors or assigns, as the case may be.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date
first above written.
DATASCOPE CORP.
By: /s/ Murray Pitkowsky
-------------------------------
Murray Pitkowsky
Senior Vice President and
Secretary
/s/ Tracy Moon
-------------------------------
Tracy Moon
Consultant
-13-
<PAGE> 1
Exhibit 4.15
DATASCOPE CORP.
STOCK OPTION AGREEMENT
----------------------
Agreement, made as of the 18th day of May, 1994, between DATASCOPE
CORP. (the "Company"), a Delaware Corporation, and TRACY MOON (the "Optionee"),
residing at 246 First Street, Suite 307, San Francisco, California 94105 (the
"Agreement").
Pursuant to an agreement dated November 25, 1992 in between the Company
and the Optionee, as amended on February 1, 1994 (the "Consulting Agreement"),
the Optionee has been serving and shall continue to serve the Company as a
special projects consultant in the general field of graphic design for an
indefinite period (the "Consulting Period"). In recognition of the consulting
services provided by the Optionee under the terms of the Consulting Agreement,
the Board of Directors of the Company on May 18, 1994 granted to the Optionee a
stock option effective May 18, 1994 to purchase up to 5,000 shares of the
Company's Common Stock, par value $.01 per share (the "Shares"), subject to and
upon the terms and conditions hereinafter set forth (the "Option").
<PAGE> 2
Therefore, in consideration of the premises and other good and valuable
consideration, the parties hereto have agreed as follows:
1. (a) The price at which the Optionee shall have the right to
purchase Shares under this Agreement is $14.250 per share, subject to
adjustment as provided in Paragraph 4.
(b) Unless the Option is previously terminated pursuant to this
Agreement, the Option shall be exercisable: in four equal installments of 1,250
shares on the first, second, third and fourth anniversaries of the effective
date of May 18, 1994, respectively. In no event shall any Shares be purchasable
under this Agreement after May 17, 2004 (the "Expiration Date"). Except as
provided in subparagraph (c) hereof, the Option shall cease to be exercisable
on the date of the termination of the Consulting Period. For purposes of this
Agreement, the Consulting Period will be deemed not to have terminated if the
Optionee is serving the Company as a director of the Company or as an executive
officer or employee of the Company or of any of its subsidiaries.
For purposes of this Agreement, a subsidiary of the Company is (i)
a corporation in which the Company owns or controls, directly or indirectly,
fifty percent (50%) or more of
-2-
<PAGE> 3
the outstanding shares of stock normally entitled to vote for the election of
directors or (ii) a partnership of which the Company or a subsidiary of the
Company is a general partner.
(c) If the Consulting Period terminates and such termination is
due to disability (as defined by the Board of Directors in its sole discretion)
or to death, the Option shall be exercisable as provided in this subparagraph.
The Optionee or, in the event of the Optionee's disability, the Optionee's duly
appointed guardian or conservator or, in the event of the Optionee's death, the
Optionee's duly appointed executor or administrator shall have the privilege of
exercising the portion of the Option which is exercisable on the day on which
the Consulting Period terminated, provided, however, that such exercise must be
in accordance with the terms of this Agreement and within one (1) year of the
Optionee's disability or death, as the case may be. In no event, however, shall
the Optionee or the Optionee's duly appointed guardian or conservator or the
Optionee's duly appointed executor or administrator, as the case may be,
exercise the Option after the Expiration Date specified in subparagraph 1(b).
2. Nothing contained herein shall be construed to confer on the
Optionee any right to continue to provide consulting or other services to the
Company or any subsidiary of the Company or to derogate from any right of the
Company or any subsidiary thereof to terminate the Consulting Period.
-3-
<PAGE> 4
3. The Option shall not be sold, pledged, assigned or transferred in
any manner except to the extent that the Option may be exercised as provided in
subparagraph 1(c). The Option may be exercised, during the lifetime of the
Optionee, only by the Optionee or by the Optionee's legal representative in the
Optionee's behalf.
4. (a) If the outstanding Shares of the Company are subdivided,
consolidated, increased, decreased, changed into or exchanged for a different
number or kind of shares or securities of the Company through reorganization,
merger, recapitalization, reclassification, capital adjustment or otherwise, or
if the Company shall issue Shares as a dividend or upon a stock split, then the
number and kind of shares subject to the unexercised portion of the Option and
the exercise price of the Option shall be adjusted to prevent the inequitable
enlargement or dilution of any rights hereunder, provided, however, that any
such adjustment shall be made without change in the total exercise price
applicable to the unexercised portion of the Option. Adjustments under this
paragraph shall be made by the Board of Directors, whose determination shall be
final and binding and conclusive. In computing any adjustment under this
paragraph, any fractional shares shall be eliminated. Nothing contained in this
Agreement shall be construed to affect in any way the right or power of the
Company to make any adjustment, reclassification, reorganization
-4-
<PAGE> 5
or changes to its capital or business structure or to merge or to consolidate
or to dissolve, liquidate or transfer all or any part of its business or
assets.
(b) If in the event of the dissolution or liquidation of the
Company, or in the event of a merger or consolidation in which (1) the Company
is not the surviving corporation, and (2) the agreements governing such merger
or consolidation do not provide for the issuance to the Optionee of a
Substitute Option (as hereinafter defined) or the express assumption of this
Option, the Optionee shall have the right immediately prior to the effective
date of such merger, consolidation, dissolution or liquidation to exercise the
Option in whole or in part, without regard to the installment provisions
contained in subparagraph 1(b). In such event, the Company will mail or cause
to be mailed to the Optionee a notice specifying the date on which holders of
Shares shall be entitled to exchange their shares for securities or other
property deliverable in connection with such merger, consolidation, dissolution
or liquidation. Such notice shall be mailed at least ten (10) days prior to
the date therein specified to the address of the optionee specified on page 1
of this Agreement or to such other address as the optionee delivers or
transmits by registered or certified mail to the Treasurer of the Company at
its principal office. In the event the Option is not
-5-
<PAGE> 6
exercised on or prior to the date specified therein, the Option and any rights
hereunder shall terminate as of said date. For purposes of this Paragraph 4, a
Substitute Option shall mean an option under which the Optionee has the right
to purchase on substantially equivalent terms (as hereinafter defined) (in lieu
of Shares), the stock, securities or other property the Optionee would have
been entitled to receive upon the consummation of such merger or consolidation
had the Optionee exercised the option immediately prior thereto. For purposes
of the preceding sentence, substantially equivalent terms shall be those terms
given approval by the Board of Directors in its sole discretion.
5. The Option shall be exercised when written notice of such exercise,
signed by the person entitled to exercise the Option, has been delivered or
transmitted by registered or certified mail, to the Secretary of the Company at
its principal office. Said written notice shall specify the number of Shares
purchasable under the Option which such person then wishes to purchase and shall
be accompanied by (i) such documentation, if any, as may be required by the
Company as provided in Paragraph 7 and (ii) payment of the aggregate option
price. Such payment shall be in the form of (i) cash or a certified check
(unless such certification is waived by the Company) payable to the order of
the Company in the amount of the aggregate option price for such number of
shares, (ii) certificates duly endorsed for transfer (with all transfer taxes
paid or provided for)
-6-
<PAGE> 7
evidencing a number of shares of Common Stock of the Company of which the
aggregate fair market value on the date of exercise is equal to the aggregate
option exercise price of the shares being purchased, or (iii) a combination of
these methods of payment. Delivery of said notice and such documentation shall
constitute an irrevocable election to purchase the Shares specified in
said notice and the date on which the Company receives said notice and
documentation shall, subject to the provisions of Paragraphs 6 and 7, be the
date as of which the Shares so purchased shall be deemed to have been issued.
The person entitled to exercise the Option shall not have the right or status
as a holder of the Shares to which such exercise relates prior to receipt by
the Company of such payment, notice and documentation. For purposes of this
Agreement, the "fair market value per share" of the shares on a given date
shall be: (i) if the shares are listed on a registered securities exchange,
the closing price per share of the shares on such date, (or, if there was no
trading on such exchange on such date, on the next preceding day on which there
was trading); (ii) if the shares are not listed on a registered securities
exchange but the bid and asked prices per share for the Shares are provided by
NASDAQ, the National Quotation Bureau Incorporated or any similar organization,
the average of the closing bid and asked price per share of the Shares on such
date, (or, if there was no trading in the shares on such date, on the next
preceding day on which there was trading) as provided by
-7-
<PAGE> 8
such organization; and (iii) if the shares are not traded on a registered
securities exchange and the bid and asked prices per share of the Shares are
not provided by NASDAQ, the National Quotation Bureau Incorporated or any
similar organization, as determined in good faith by the Board of Directors of
the Company.
6. Anything in this Agreement to the contrary notwithstanding, in no
event may the Option be exercisable if the Company shall, at any time and in
its sole discretion, determine that (i) the listing, registration or
qualification of any shares otherwise deliverable upon such exercise, upon any
securities exchange or under any state or federal law, or (ii) the consent or
approval of any regulatory body or the satisfaction of withholding tax or other
withholding liabilities, is necessary or desirable in connection with such
exercise. In such event, such exercise shall be held in abeyance and shall not
be effective unless and until such withholding, listing, registration,
qualification or approval shall have been effected or obtained free of any
conditions not acceptable to the Company.
7. (a) The Optionee hereby acknowledges that the Shares which may
be acquired pursuant to any exercise of the Option will not be registered under
the Securities Act of 1933 (the "Act"), in part in reliance upon the exemption
from the registration
-8-
<PAGE> 9
requirements of the Act afforded by Section 4(2) of the Act for transactions by
an issuer not involving any public offering. The Optionee further acknowledges
that the Company's reliance upon this exemption at the time of any exercise of
the Option will be predicated upon the Optionee's representation at that time
that such Shares are being acquired by the Optionee as an investment solely for
the Optionee's account and that the Optionee then has no intention of selling,
pledging, transferring or otherwise distributing or disposing of all or any
part of such Shares or any interest or participation therein except as
permitted by the Act and the rules and regulations promulgated thereunder. The
Optionee further acknowledges that, accordingly, the receipt by the Board of
Directors of written representations to such effect is a condition precedent to
the right to exercise the Option, in whole or in part.
(b) The Optionee agrees that there will be no disposition of all
or any part of the Shares acquired pursuant to any exercise of the Option or
any interest or interests therein, unless and until such disposition has been
registered under the Act or the Company receives an opinion of its counsel that
registration under the Act is not required in connection with such disposition.
(c) The Optionee agrees that upon any exercise of the Option, the
transfer agent for the Shares acquired pursuant
-9-
<PAGE> 10
to such exercise will be instructed to place appropriate stop orders against
the transfer of the Shares and that the certificate or certificates to be
issued representing the Shares will conspicuously bear a legend substantially
as follows:
The shares represented by this certificate have not
been registered under the Securities Act of 1933. The
shares have been acquired for investment and may not
be sold, transferred, pledged, hypothecated or otherwise
disposed of in the absence of an effective registration
statement for the shares under the Securities Act of 1933
or an opinion of counsel to the Company that registration
is not required under said Act.
(d) The Optionee acknowledges that she is presently familiar with
the Company's business, operations and financial condition. In this connection,
the Company agrees that, upon the request of the Optionee, it will provide the
Optionee with a copy of its then most recent Annual Report to Shareholders, its
then most recent definitive Proxy Statement in connection with a meeting of its
shareholders for the election of directors, its then most recent Annual Report
on Form 10-K, and all Quarterly Reports on Form 10-Q and Current Reports on
Form 8-K filed by the Company with the Securities and Exchange Commission
subsequent to the filing of its then most recent Annual Report on Form 10-K. In
addition, the principal officers of the Company will be reasonably available to
discuss with the Optionee the information contained in these documents.
8. (a) In addition to the restrictions set forth in Paragraph 7, the
Optionee shall not sell, transfer, pledge,
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<PAGE> 11
hypothecate or otherwise dispose of any shares acquired upon the exercise of
the Option or any interest therein for a period of seven (7) months following
such exercise, without the prior written consent of the Company. In the event
the Consulting Period terminates during the first six (6) months of such period
for any reason, other than disability (as defined by the Board of Directors in
its sole discretion) or death, then forthwith upon the occurrence of such
termination, the Optionee, if requested by the Company, shall be required to
sell to the Company all such Shares owned by the Optionee which are then
subject to restriction under this subparagraph 8(a) for a price equal to the
aggregate exercise price paid for such Shares. In the event the Company
repurchases such Shares, the certificate or certificates evidencing such Shares
shall forthwith be delivered to the Company against full payment of the sum of
(i) an amount of money in the form of cash or check equal to the amount, if
any, paid by the Optionee in cash or check as payment of the exercise price,
and (ii) a number of shares equal to the number of shares, if any, paid by the
Optionee as payment of the exercise price, without regard to the then fair
market value of such Shares.
(b) The certificate or certificates delivered which evidence
Shares acquired upon any exercise of the Option as provided in Paragraph 5
shall bear, in addition to any restrictive legend required by Paragraph 7, a
legend summarizing
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<PAGE> 12
the restrictions set forth in subparagraph (a) of the Paragraph 8.
(c) In the event of the death or disability of the Optionee, all
restrictions set forth in subparagraph (a) of this Paragraph 8 shall terminate
forthwith with respect to any and all Shares owned by the Optionee at the date
of the Optionee's death or disability, but neither the termination of such
restrictions upon the death of the Optionee nor any lapse of restrictions upon
the expiration of any period specified in subparagraph 8(a) hereof shall affect
the obligations of the Optionee or the Optionee's duly appointed executor or
administrator or the Optionee's duly appointed guardian or conservator, as the
case may be, to comply with the requirements of Paragraph 7 in connection with
any sale or other disposition of any such Shares.
(d) The Board of Directors shall have the power in its discretion
to lessen or eliminate the period of time during which the transfer of the
Optionee's Shares is restricted hereunder and/or to eliminate or modify in the
Optionee's favor the Company's right to purchase Shares pursuant to this
paragraph, whether before or after the Option is exercised hereunder.
-12-
<PAGE> 13
9. This agreement shall be construed and enforced in accordance with
the laws of the State of Delaware. Subject to subparagraphs 1(c), 8(a) and
8(c), this Agreement shall be binding upon and shall inure to the benefit of
the parties hereto and their respective heirs, personal representative,
successors or assigns, as the case may be.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date
first above written.
DATASCOPE CORP.
By: /s/ Murray Pitkowsky
-------------------------------
Murray Pitkowsky
Senior Vice President and
Secretary
/s/ Tracy Moon
-------------------------------
Tracy Moon
Consultant
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<PAGE> 1
Exhibit 4.16
DATASCOPE CORP.
STOCK OPTION AGREEMENT
----------------------
Agreement, made as of May 11, 1993 between DATASCOPE CORP. (the
"Company"), a Delaware corporation, and Gunther Ruttgers (the "Optione"),
residing at Spinnereistrasse 10, 5190 Stolberg, Germany (the "Agreement").
The Optionee is a consultant to Bioplex Corp., a Delaware corporation
and wholly-owned subsidiary of the Company ("Bioplex"). The Company has agreed
that the Optionee should receive an option to purchase 2,000 shares of Common
Stock of the Company. Accordingly, on May 11, 1993 the Board of Directors of
the Company approved the grant by the Company to the Optionee of a stock option
to purchase 2,000 shares of the Company's Common Stock, par value $.01 per
share (the "Shares"), subject to and upon the terms and conditions set forth
herein (the "Option"). This Option is being granted to the Optionee in
connection with and in consideration of consulting services rendered by the
Optionee to the Company.
Therefore, in consideration of the premises and other good and valuable
consideration, the parties hereto have agreed as follows:
<PAGE> 2
1. (a) The price at which the Optionee shall have the right to
pruchase shares under this Agreement is $15.00 per share, subject to adjustment
as provided in Paragraph 4.
(b) Subject to Paragraph 1(c), unless the Option is earlier
terminated pursuant to this Agreement, the Option shall be exercisable, with
respect to all 2,000 Shares from the date hereof through May 10, 2003;
provided, however, that the Option (or any unexercised part thereof) shall
cease to be exercisable on the date of the termination of the Consulting
Agreement.
(c) If the Optionee's status as a consultant to Bioplex terminates
due to disability or to death, the Option shall be exercisable as provided in
this subparagraph. The Optionee or, in the event of his disability, his duly
appointed guardian or conservator or, in the event of his death, his duly
appointed executor or administrator shall have the privilege of exercising the
unexercised portion of the Option which the Optionee could have exercised on
the day on which his status as a consultant to Bioplex terminated; provided,
however, that such exercise must be in accordance with the terms of this
Agreement and within one (1) year of the Optionee's disability or death, as the
case may be. In no event, however, shall the Optionee or his duly appointed
guardian or conservator or his duly executor or administrator, as the case may
be, exercise the Option after May 10, 2003.
-2-
<PAGE> 3
2. Nothing contained herein shall be construed to confer on the
Optionee any right to continue to serve as a consultant to Bioplex or to have
the Consulting Agreement renewed for successive terms as provided therein.
3. (a) The Option shall not be sold, pledged, assigned or transferred
in any manner except to the extent that the Option may be exercised as provided
in Paragraph 1(c).
(b) For all purposes of this Agreement, except the Premble and
Paragraph 1(b), the term "Optionee" shall include any person entitled to
exercise the Option pursuant to Paragraph 1(c).
4. (a) If the outstanding Shares of the Company are subdivided,
consolidated, increased, decreased, changed into or exchanged for a different
number or kind of shares or securities of the Company through reorganization,
merger, recapitalization, reclassification, capital adjustment or otherwise, or
if the Company shall issue Shares as a dividend or upon a stock split, then the
number and kind of shares subject to the unexercised portion of the Option
shall be adjusted to prevent the inequitable enlargement or dilution of any
rights hereunder. Adjustments under this paragraph shall be made by the Board
of Directors, whose determination shall be final and binding and conclusive.
In computing any adjustment under this paragraph, any fractional share shall be
eliminated. Nothing
-3-
<PAGE> 4
contained in this Agreement shall be construed to affect in any way the right
or power of the Company to make any adjustment, reclassification,
reorganization or changes to its capital or business structure or to merge or
to consolidate or to dissolve, liquidate or transfer all or any part of its
business or assets.
(b) In the event of the dissolution or liquidation of the Company,
or in the event of a merger or consolidation in which (1) the Company is not the
surviving corporation, and (2) the agreements governing such merger or
consolidation do not provide for the issuance to the Optionee of a Substitute
Option (as hereinafter defined) or the express assumption of this Option, the
Option and any rights hereunder shall terminate as of the effective date of any
such dissolution, liquidation, merger or consolidation date. For purposes of
this Paragraph 4, a Substitute Option shall mean an option under which the
Optionee has the right to purchase on substantially equivalent terms (in lieu
of Shares), the stock, securities or other property he would have been entitled
to receive upon the consummation of such merger or consolidation had he
exercised the option immediately prior thereto.
5. The Option shall be exercised when written notice of such exercise,
signed by the Optionee, has been delivered or transmitted by registered or
certified mail, to the Secretary of the Company at its principal office. Said
written notice shall specify the number of Shares purchasable under the Option
-4-
<PAGE> 5
which the Optionee then wishes to purchase and shall be accompanied by (i) such
documentation, if any, as may be required by the Company as provided in
Paragraph 6 or 7 and (ii) payment of the aggregate option price. Such payment
shall be in the form of (i) cash or a certified check (unless such
certification is waived by the Company) payable to the order of the Company in
the amount of the aggregate option price for such number of Shares, (ii)
certificates duly endorsed for transfer (with all transfer taxes paid or
provided for) evidencing a number of Shares of which the aggregate fair market
value on the date of exercise is equal to the aggregate option exercise price
of the Shares being purchased, or (iii) a combination of these methods of
payment. Delivery of said notice and such documentation shall constitute an
irrevocable election to purchase the Shares specified in said notice, and the
date on which the Company receives said notice and documentation shall, subject
to the provisions of Paragraphs 6 and 7, be the date as of which the Shares so
purchased shall be deemed to have been issued. The Optionee shall not have the
right or status as a holder of the Shares to which such exercise relates prior
to receipt by the Company of such payment, notice and documentation. For
purposes of this Agreement, the fair market value per Share on a given date
shall be: (i) if the Shares are listed on a registered securities exchange or
included in the National Market System, the closing price per Share on such date
(or, if there was no trading on such exchange on such date, on the next
preceding day on which there was trading); (ii) if the Shares are not listed on
a registered securities exchange or included in the National Market System, but
the
-5-
<PAGE> 6
bid and asked prices per Share are provided by NASDAQ, the National Quotation
Bureau Incorporated or any similar organization, the average of the closing bid
and asked price per Share on such date (or, if there was no trading in the
Shares on such date, on the next preceding day on which there was trading) as
provided by such organization; and (iii) if the Shares are not traded on a
registered securities exchange and the bid and asked prices per Share are not
provided by NASDAQ, the National Quotation Bureau Incorporated or any similar
organization, as determined by the agreement of the parties in good faith or,
in the absence of such agreement, as determined pursuant to arbitration under
the auspices of the American Arbitration Association.
6. Anything in this Agreement to the contrary notwithstanding, in no
event may the Option be exercisable if the Company shall determine in good
faith that (i) the listing, registration or qualification of any Shares
otherwise deliverable upon such exercise, upon any securities exchange or under
any state or federal law, or (ii) the consent or approval of any regulatory
body or the satisfaction of withholding tax or other withholding liabilities is
necessary or desirable in connection with such exercise. In such event, such
exercise shall be held in abeyance and shall not be effective unless and until
such withholding, listing, registration, qualification or approval shall have
been effected or obtained free of any conditions not reasonably acceptable to
the Company.
-6-
<PAGE> 7
7. (a) The Company shall not be deemed obligated to the Optionee to
register any of the Shares which may be acquired pursuant to any exercise of the
Option under the Securities Act of 1933 (the "Act"). The Optionee acknowledges
that, if the Shares are not so registered, his acquisition of any of the shares
pursuant to an exercise of the Option will be made in party in reliance upon
the exemption from the registration requirements of the Act afforded by Section
4(2) of the Act for transactions by an issuer not involving any public
offering. The Optionee further acknowledges that the company's reliance upon
this exemption at the time of any exercise of the Option will be predicated
upon the Optionee's representation at that time that such Shares are being
acquired by him as an investment solely for his account and that he then has no
intention of selling, pledging, transferring or otherwise distributing or
disposing of all or any part of such Shares or any interest or participation
therein except as permitted by the Act and the rules and regulations
promulgated thereunder. The Optionee further acknowledges that, accordingly, if
the Shares are not so registered, the receipt by the Board of Directors of
written representations to such effect is a condition precedent to the right to
exercise the Option, in whole or in part.
(b) The Optionee agrees that there will be no disposition of all
or any part of the Shares acquired pursuant to any exercise of the Option or
any interest or interests therein, unless and until such disposition has been
registered
-7-
<PAGE> 8
under the Act or the Company receives an opinion of its counsel that
registration under the Act is not required in connection with such disposition.
(c) The Optionee agrees that upon any exercise of the Option,
unless the Shares acquired pursuant to such exercise have been registered under
the Act, the transfer agent for the Shares acquired pursuant to such exercise
will be instructed to place appropriate stop orders against the transfer of the
Shares and the certificate or certificates to be issued representing the Shares
will conspicuously bear a legend substantially as follows:
The shares represented by this certificate
have not been registered under the
Securities Act of 1933. The shares have
acquired for investment and may not be
sold, transferred, pledged, hypothecated or
otherwise disposed of in the absence of an
effective registration statement for the
shares under the Securities Act of 1933 or
an opinion of counsel to the Company that
registration is not required under said Act.
(d) The Optionee acknowledges that he is presently familiar with
the Company's business, operations and financial condition. In this
connection, the Company agrees that, upon the request of the Optionee, it will
provide the Optionee with a copy of its then most recent Annual Report to
Shareholders, its then most recent definitive Proxy Statement in connection
with a meeting of its shareholders for the election of directors, its then most
recent
-8-
<PAGE> 9
Annual Report on Form 10-K, and all Quarterly Reports on Form 10-Q and current
Reports on Form 8-K filed by the Company with the Securities and Exchange
Commission subsequent to the filing of its then most recent Annual Report on
Form 10-K. In addition, the principal officers of the Company will be
reasonably available to discuss with the Optionee the information contained in
these documents.
8. This Agreement shall be construed and enforced in accordance with
the laws of the State of Delaware.
9. Subject to Paragraphs 1(c) and 3, this Agreement shall be binding
upon and shall inure to the benefit of the parties hereto and their respective
heirs, personal representatives, successsors or assigns, as the case may be.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first above written.
DATASCOPE CORP.
By /s/ Murray Pitkowsky 4/1/95
-------------------------------------
Murray Pitkowsky
/s/ Gunther Ruttgers
-------------------------------------
Gunther Ruttgers
-9-
<PAGE> 1
Exhibit 4.17
DATASCOPE CORP.
STOCK OPTION AGREEMENT
----------------------
Agreement, made as of the 1st day of March, 1990 between DATASCOPE
CORP. (the "Company"), a Delaware corporation, and Norman M. Schneider (the
"Optionee"), residing at 35 East 75th Street, New York, New York 10021 (the
"Agreement").
The Optionee has been elected as a director of the Company at the annual
meeting of the shareholders of the Company held on December 6, 1989. The
Company has agreed that, in addition to directors' fees, the Optionee should
receive a ten-year option to purchase 3,000 shares of Common Stock of the
Company. Accordingly, on March 1, 1990, the Board of Directors of the Company
has approved the grant by the Company to the Optionee of a stock option to
purchase 3,000 shares of the Company's Common Stock, par value $.01 per share
("Shares"), subject to and upon the terms and conditions set forth herein (the
"Option").
<PAGE> 2
Therefore, in consideration of the premises and other good and valuable
consideration, the parties hereto have agreed as follows:
1. (a) The price at which the Optionee shall have the right to
purchase Shares under this Agreement is $23.50 per Share, subject to adjustment
as provided in Paragraph 4.
(b) Subject to Paragraph 1(c), unless the Option is previously
terminated pursuant to this Agreement, the Option shall be exercisable with
respect to all 3,000 Shares beginning on March 1, 1990 through February 29,
2000; provided, however, that the Option shall cease to be exercisable on the
date of the termination of the Optionee's status as a director of the Company.
(c) If the Optionee's status as a director of the Company
terminates due to disability or to death, the Option shall be exercisable as
provided in this subparagraph. The Optionee or, in the event of his disability,
his duly appointed guardian or conservator or, in the event of his death, his
duly appointed executor or
-2-
<PAGE> 3
administrator shall have the privilege of exercising the unexercised portion of
the Option which the Optionee could have exercised on the day on which his
status as a director of the Company terminated, provided, however, that such
exercise must be in accordance with the terms of this Agreement and within one
(1) year of the Optionee's disability or death, as the case may be. In no
event, however, shall the Optionee or his duly appointed guardian or
conservator or his duly appointed executor or administrator, as the case may
be, exercise the Option after February 29, 2000.
2. Nothing contained herein shall be construed (i) to confer on the
Optionee any right to continue to serve as a director of the Company or (ii) to
obligate the Company (including its shareholders, directors and officers) to
either re-nominate the Optionee for election or re-elect the nominee to serve
as a director or (iii) to derogate from any right of the Company (including its
shareholders, directors and officers) to remove or request the resignation of
the Optionee from the Company's Board of Directors.
-3-
<PAGE> 4
3. (a) The Option shall not be sold, pledged, assigned or transferred
in any manner except to the extent that the Option may be exercised as
provided in Paragraph 1(c).
(b) For all purpose of this Agreement, except the Preamble and
Paragraph 1(b), the term "Optionee" shall include any person entitled to
exercise the Option pursuant to Paragraph 1(c).
4. (a) If the outstanding Shares of the Company are subdivided,
consolidated, increased, decreased, changed into or exchanged for a different
number or kind of shares or securities of the Company through reorganization,
merger, recapitalization, reclassification, capital adjustment or otherwise, or
if the Company shall issue Shares as a dividend or upon a stock split, then the
number and kind of shares subject to the unexercised portion of the Option and
the exercise price of the Option shall be adjusted to prevent the inequitable
enlargement or dilution of any rights hereunder, provided, however, that any
such adjustment shall be made without change in the total exercise price
applicable to the unexercised portion of the Option. Adjustments under this
paragraph shall be made by the Board of Directors, whose determination shall be
final
-4-
<PAGE> 5
and binding and conclusive. In computing any adjustment under this paragraph,
any fractional share shall be eliminated. Nothing contained in this Agreement
shall be construed to affect in any way the right or power of the Company to
make any adjustment, reclassification, reorganization or changes to its capital
or business structure or to merge or to consolidate or to dissolve, liquidate
or transfer all or any part of its business or assets.
(b) In the event of the dissolution or liquidation of the Company, or
in the event of a merger or consolidation in which (1) the Company is not the
surviving corporation, and (2) the agreements governing such merger or
consolidation do not provide for the issuance to the Optionee of a Sustitute
Option (as hereinafter defined) or the express assumption of this Option, the
Option and any rights hereunder shall terminate as of the effective date of any
such dissolution, liquidation, merger or consolidation date. For purposes of
this Paragraph 4, a Substitute Option shall mean an option under which the
Optionee has the right to purchase on substantially equivalent terms (as
hereinafter defined) (in lieu of Shares), the stock, securities or other
property he would have bee entitled to
-5-
<PAGE> 6
receive upon the consummation of such merger or consolidation had he exercised
the option immediately prior thereto.
5. The Option shall be exercised when written notice of such exercise,
signed by the Optionee, has been delivered or transmitted by registered or
certified mail, to the Secretary of the Company at its principal office. Said
written notice shall specify the number of Shares purchasable under the Option
which the Optionee then wishes to purchase and shall be accompanied by (i) such
documentation, if any, as may be required by the Company as provided in
Paragraph 6 or 7 and (ii) payment of the aggregate option price. Such payment
shall be in the form of (i) cash or a certified check (unless such
certification is waived by the Company) payable to the order of the Company in
the amount of the aggregate option price for such number of Shares, (ii)
certificates duly endorsed for transfer (with all transfer taxes paid or
provided for) evidencing a number of Shares of which the aggregate fair market
value on the date of exercise is equal to the aggregate option exercise price
of the Shares being purchased, or (iii) a combination of these methods of
payment. Delivery of said notice and such documentation shall constitute an
irrevocable election to purchase the
-6-
<PAGE> 7
Shares specified in said notice, and the date on which the Company receives
said notice and documentation shall, subject to the provisions of Paragraphs 6
and 7, be the date as of which the Shares so purchased shall be deemed to have
been issued. The Optionee shall not have the right or status as a holder of the
Shares to which such exercise relates prior to receipt by the Company of such
payment, notice and documentation. For purposes of this Agreement, the fair
market value per Share on a given date shall be: (i) if the Shares are listed
on a registered securities exchange or included in the National Market System,
the closing price per Share on such date (or, if there was no trading on such
exchange on such date, on the next preceeding day on which there was trading);
(ii) if the Shares are not listed on a registered securities exchange or
included in the National Market System, but the bid and asked prices per Share
are provided by NASDAQ, the National Quotation Bureau Incorporated or any
similar organization, the average of the closing bid and asked price per Share
on such date (or, if there was no trading in the Shares on such date, on the
next preceding day on which there was trading) as provided by such
organization; and (iii) if the Shares are not traded on a registered securities
exchange and the bid and asked prices per Share are not provided by NASDAQ, the
National Quotation Bureau Incorporated or any similar
-7-
<PAGE> 8
organization, as determined by the agreement of the parties in good faith or,
in the absence of such agreement, as determined pursuant to arbitration under
the auspices of the American Arbitration Association.
6. Anything in this Agreement to the contrary notwithstanding, in no
event may the Option be exercisable if the Company shall determine in good
faith that (i) the listing, registration or qualification of any Shares
otherwise deliverable upon such exercise, upon any securities exchange or under
any state or federal law, or (ii) the consent or approval of any regulatory
body or the satisfaction of withholding tax or other withholding liabilities is
necessary or desirable in connection with such exercise. In such event, such
exercise shall be held in abeyance and shall not be effective unless and until
such withholding, listing, registration, qualification or approval shall have
been effected or obtained free of any conditions not reasonably acceptable to
the Company.
7. (a) The Company shall not be deemed obligated to the Optionee to
register any of the Shares which may be acquired pursuant to any exercise of
the Option under the Securities Act of 1933 (the "Act"). The Optionee
acknowledges that, if the Shares are not so registered, his
-8-
<PAGE> 9
acquisition of any of the shares pursuant to an exercise of the Option will be
made in part in reliance upon the exemption from the registration requirements
of the Act afforded by Section 4(2) of the Act for transactions by an issuer
not involving any public offering. The Optionee further acknowledges that the
Company's reliance upon this exemption at the time of any exercise of the
Option will be predicated upon the Optionee's representation at that time that
such Shares are being acquired by him as an investment solely for his account
and that he then has no intention of selling, pledging, transferring or
otherwise distributing or disposing of all or any part of such Shares or any
interest or participation therein except as permitted by the Act and the rules
and regulations promulgated thereunder. The Optionee further acknowledges that,
accordingly, if the Shares are not so registered, the receipt by the Board of
Directors of written representations to such effect is a condition precedent to
the right to exercise the Option, in whole or in part.
(b) The Optionee agrees that there will be no disposition of all
or any part of the Shares acquired pursuant to any exercise of the Option or
any interest or interests therein, unless and until such disposition has
-9-
<PAGE> 10
been registered under the Act or the Company receives an opinion of its counsel
that registration under the Act is not required in connection with such
disposition.
(c) The Optionee agrees that upon any exercise of the Option,
unless the Shares acquired pursuant to such exercise have been registered under
the Act, the transfer agent for the Shares acquired pursuant to such exercise
will be instructed to place appropriate stop orders against the transfer of the
Shares and that the certificate or certificates to be issued representing the
Shares will conspicuously bear a legend substantially as follows:
The shares represented by this certificate
have not been registered under the Securities
Act of 1933. The shares have been acquired
for investment and may not be sold,
transferred, pledged, hypothecated or
otherwise disposed of in the absence of an
effective registration statement for the
shares under the Securities Act of 1933 or an
opinion of counsel to the Company that
registration is not required under said Act.
(d) The Optionee acknowledges that he is presently familiar with
the Company's business, operations and financial condition. In this connection,
the Company agrees that, upon the request of the Optionee, it will provide the
Optionee with a copy of its then most recent Annual Report to Shareholders, its
then most recent
-10-
<PAGE> 11
definitive Proxy Statement in connection with a meeting of its shareholders for
the election of directors, its then most recent Annual Report on Form 10-K, and
all Quarterly Reports on Form 10-Q and Current Reports on Form 8-K filed by the
Company with the Securities and Exchange Commission subsequent to the filing of
its then most recent Annual Report on Form 10-K. In addition, the principal
officers of the Company will be reasonably available to discuss with the
Optionee the information contained in these documents.
8. This Agreement shall be construed and enforced in accordance with
the laws of the State of New Jersey.
9. Subject to Paragraphs 1(c) and 3, this Agreement shall be binding
upon and shall inure to the benefit of the parties hereto and their respective
heirs, personal respresentatives, successors or assigns, as the case may be.
-11-
<PAGE> 12
IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first above written.
DATASCOPE CORP.
By /s/ Lawrence Saper
---------------------------
Lawrence Saper
/s/ Norman M. Schneider
---------------------------
Norman M. Schneider
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<PAGE> 1
EXHIBIT 4.18
DATASCOPE CORP.
STOCK OPTION AGREEMENT
Agreement, made as of the 23rd day of February, 1995 between DATASCOPE
CORP. (the "Company"), a Delaware corporation, and Norman M. Schneider (the
"Optionee"), residing at 35 East 75th Street, New York, New York 10021 (the
"Agreement").
The Optionee has been elected as a director of the Company at the
annual meeting of the shareholders of the Company held on December 15, 1994.
The Company has agreed that, in addition to director's fees, the Optionee
should receive a ten-year option to purchase 5,000 shares of Common Stock of
the Company. Accordingly, on February 16, 1995 the Board of Directors, and on
February 23, 1995 the Compensation Committee of the Board of Directors, of the
Company each approved the grant by the Company to the Optionee of a stock
option to purchase 5,000 shares of the Company's Common Stock, par value $.01
per share (the "Shares"), subject to the approval of the Shareholders of the
Company and upon the terms and conditions set forth herein (the "Option").
1
<PAGE> 2
Therefore, in consideration of the premises and other good and
valuable consideration, the parties hereto have agreed as follows:
1. (a) The price at which the Optionee shall have the
right to purchase Shares under this Agreement is $18.25 per share, subject to
adjustment as provided in Paragraph 4.
(b) Subject to Paragraph 1(c), unless the Option is
previously terminated pursuant to this Agreement, the Option shall be
exercisable with respect to all 5,000 Shares on the date Shareholder approval
is obtained and ending February 22, 2005; provided, however, that the Option
shall cease to be exercisable on the date of the termination of the Optionee's
status as a director of the Company.
(c) If the Optionee's status as a director of the
Company terminates due to disability or to death, the Option shall be
exercisable as provided in this subparagraph. The Optionee or, in the event of
the Optionee's disability, his duly appointed guardian or conservator or, in
the event of the Optionee's death, his duly appointed executor or administrator
shall have the privilege of exercising the unexercised portion of the Option
which the Optionee could have exercised on the day on which his status as a
director of the company terminated, provided, however,
2
<PAGE> 3
that such exercise must be in accordance with the terms of this Agreement and
within one (1) year of the Optionee's disability or death, as the case may be.
In no event, however, shall the Optionee or his duly appointed guardian or
conservator or his duly appointed executor or administrator, as the case may
be, exercise the Option after February 22, 2005.
2. Nothing contained herein shall be construed (i) to confer
on the Optionee any right to continue to serve as a director of the Company or
(ii) to obligate the Company (including its shareholders, directors and
officers) to either re-nominate the Optionee for election or re-elect the
nominee to serve as a director or (iii) to derogate from any right of the
company (including its shareholders, directors and officers) to remove or
request the resignation of the Optionee from the Company's Board of Directors.
3. (a) The Option shall not be sold, pledged,
assigned or transferred in any manner except to the extent that the Option may
be exercised as provided in Paragraph 1(c).
(b) For all purposes of this Agreement, except
the Preamble and Paragraph 1(b), the term "Optionee" shall include any person
entitled to exercise the Option pursuant to Paragraph 1(c).
3
<PAGE> 4
4. (a) If the outstanding Shares of the Company are
subdivided, consolidated, increased, decreased, changed into or exchanged for a
different number or kind of shares or securities of the Company through
reorganization, merger, recapitalization, reclassification, capital adjustment
or otherwise, or if the Company shall issue Shares as a dividend or upon a
stock split, then the number and kind of shares subject to the unexercised
portion of the Option and the exercise price of the Option shall be adjusted to
prevent the inequitable enlargement or dilution of any rights hereunder,
provided, however, that any such adjustment shall be made without change in the
total exercise price applicable to the unexercised portion of the Option.
Adjustments under this paragraph shall be made by the Board of Directors, whose
determination shall be final and binding and conclusive. In computing any
adjustment under this paragraph, any fractional share shall be eliminated.
Nothing contained in this Agreement shall be construed to affect in any way the
right or power of the Company to make any adjustment, reclassification,
reorganization or changes to its capital or business structure or to merge or
to consolidate or to dissolve, liquidate or transfer all or any part of its
business or assets.
(b) In the event of the dissolution or
liquidation of the Company, or in the event of a merger or consolidation in
which (1) the Company is not the surviving corporation, and (2) the agreements
governing such merger or consolidation do not provide for the issuance to the
Optionee
4
<PAGE> 5
of a Substitute Option (as hereinafter defined) or the express assumption of
this Option, the Option and any rights hereunder shall terminate as of the
effective date of any such dissolution, liquidation, merger or consolidation
date. For purposes of this Paragraph 4, a Substitute Option shall mean an
option under which the Optionee has the right to purchase on substantially
equivalent terms (as hereinafter defined) (in lieu of Shares), the stock,
securities or other property he would have been entitled to receive upon the
consummation of such merger or consolidation had he exercised the option
immediately prior thereto.
5. The Option shall be exercised when written notice of
such exercise, signed by the Optionee, has been delivered or transmitted by
registered or certified mail, to the Secretary of the Company at its principal
office. Said written notice shall specify the number of Shares purchasable
under the Option which the Optionee then wishes to purchase and shall be
accompanied by (i) such documentation, if any, as may be required by the
Company as provided in Paragraph 6 or 7 and (ii) payment of the aggregate
option price. Such payment shall be in the form of (i) cash or a certified
check (unless such certification is waived by the Company) payable to the order
of the Company in the amount of the aggregate option price for such number of
Shares, (ii) certificates duly endorsed for transfer (with all transfer taxes
paid or provided for) evidencing a number of Shares of which the aggregate fair
market value on the date of exercise is equal
5
<PAGE> 6
to the aggregate option exercise price of the shares being purchased, or (iii)
a combination of these methods of payment. Delivery of said notice and such
documentation shall constitute an irrevocable election to purchase the shares
specified in said notice, and the date on which the Company receives said
notice and documentation shall, subject to the provisions of Paragraphs 6 and
7, be the date as of which the Shares so purchased shall be deemed to have been
issued. The Optionee shall not have the right or status as a holder of the
Shares to which such exercise relates prior to receipt by the Company of such
payment, notice and documentation. For purposes of this Agreement, the fair
market value per Share on a given date shall be: (i) if the Shares are listed
on a registered securities exchange or included in the National Market System,
the closing price per Share on such date (or, if there was no trading on such
exchange on such date, on the next preceding day on which there was trading);
(ii) if the Shares are not listed on a registered securities exchange or
included in the National Market System, but the bid and asked prices per Share
are provided by NASDAQ, the National Quotation Bureau Incorporated or any
similar organization, the average of the closing bid and asked price per Share
on such date (or, if there was no trading in the Shares on such date, on the
next preceding day on which there was trading) as provided by such
organization; and (iii) if the Shares are not traded on a registered securities
exchange and the bid and asked prices per Share are not provided by NASDAQ, the
National Quotation Bureau Incorporated or any similar
6
<PAGE> 7
organization, as determined by the agreement of the parties in good faith or,
in the absence of such agreement, as determined pursuant to arbitration under
the auspices of the American Arbitration Association.
6. Anything in this Agreement to the contrary
notwithstanding, in no event may the Option be exercisable if the Company shall
determine in good faith that (i) the listing, registration or qualification of
any Shares otherwise deliverable upon such exercise, upon any securities
exchange or under any state or federal law, or (ii) the consent or approval of
any regulatory body or the satisfaction of withholding tax or other withholding
liabilities is necessary or desirable in connection with such exercise. In
such event, such exercise shall be held in abeyance and shall not be effective
unless and until such withholding, listing, registration, qualification or
approval shall have been effected or obtained free of any conditions not
reasonably acceptable to the Company.
7. (a) The Company shall not be deemed obligated to
the Optionee to register any of the Shares which may be acquired pursuant to
any exercise of the Option under the Securities Act of 1933 (the "Act"). The
Optionee acknowledges that, if the Shares are not so registered, his
acquisition of any of the shares pursuant to an exercise of the Option will be
made in part in reliance upon the exemption from the registration requirements
of the Act afforded by Section 4(2)
7
<PAGE> 8
of the Act for transactions by an issuer not involving any public offering.
The Optionee further acknowledges that the Company's reliance upon this
exemption at the time of any exercise of the Option will be predicated upon the
Optionee's representation at that time that such Shares are being acquired by
him as an investment solely for his account and that he then has no intention
of selling, pledging, transferring or otherwise distributing or disposing of
all or any part of such Shares or any interest or participation therein except
as permitted by the Act and the rules and regulations promulgated thereunder.
The Optionee further acknowledges that, accordingly, if the Shares are not so
registered, the receipt by the Board of Directors of written representations to
such effect is a condition precedent to the right to exercise the Option, in
whole or in part.
(b) The Optionee agrees that there will be no
disposition of all or any part of the Shares acquired pursuant to any exercise
of the Option or any interest or interests therein, unless and until such
disposition has been registered under the Act or the Company receives an
opinion of its counsel that registration under the Act is not required in
connection with such disposition.
(c) The Optionee agrees that upon any exercise of
the Option, unless the Shares acquired pursuant to such exercise have been
registered under the Act, the transfer agent for the Shares acquired pursuant
to such exercise will
8
<PAGE> 9
be instructed to place appropriate stop orders against the transfer of the
Shares and that the certificate or certificates to be issued representing the
Shares will conspicuously bear a legend substantially as follows:
The shares represented by this certificate have not been registered
under the Securities Act of 1933. The shares have been acquired for
investment and may not be sold, transferred, pledged, hypothecated or
otherwise disposed of in the absence of an effective registration
statement for the shares under the Securities Act of 1933 or an
opinion of counsel to the Company that registration is not required
under said Act.
(d) The Optionee acknowledges that he is
presently familiar with the Company's business, operations and financial
condition. In this connection, the Company agrees that, upon the request of
the Optionee, it will provide the Optionee with a copy of its then most recent
Annual Report to Shareholders, its then most recent definitive Proxy Statement
in connection with a meeting of its shareholders for the election of directors,
its then most recent Annual Report on Form 10-K, and all Quarterly Reports on
Form 10-Q and Current Reports on Form 8-K filed by the Company with the
Securities and Exchange Commission subsequent to the filing of its then most
recent Annual Report on Form 10-K. In addition, the principal officers of the
Company will be reasonably available to discuss with the Optionee the
information contained in these documents.
9
<PAGE> 10
8. This Agreement shall be construed and enforced in
accordance with the laws of the State of Delaware.
9. Subject to Paragraphs 1(c) and 3, this Agreement
shall be binding upon and shall inure to the benefit of the parties hereto and
their respective heirs, personal representatives, successors or assigns, as the
case may be.
IN WITNESS WHEREOF, the parties have executed this Agreement
as of the date first above written.
DATASCOPE CORP.
BY: /s/ Murray Pitkowsky
---------------------------
Murray Pitkowsky
/s/ Norman M. Schneider
---------------------------
Norman M. Schneider
10
<PAGE> 1
Exhibit 4.19
[DATASCOPE LETTERHEAD]
March 31, 1995
Mrs. Susan Chapman
466 Essex Avenue
Bloomfield, NJ 07003
Dear Susan:
I am very pleased to inform you that the Board of Directors has granted
you a special bonus of 2,000 shares of Datascope stock in recognition of your
exceptional service to Datascope Corp., and as an inducement to your continued
service at Datascope, Corp. Please execute this letter in the space provided
for below to indicate your acceptance of this special bonus.
Sincerely,
Lawrence Saper
Chairman and CEO
SP:kk
Accepted this ____ day
of _______________, 1995
_________________________
Susan Chapman
<PAGE> 1
Exhibit 4.20
[DATASCOPE LETTERHEAD]
March 31, 1995
Ms. Patricia Shields
15 Beech Dr.
Mahwah, NJ 07430
Dear Pat:
I am very pleased to inform you that the Board of Directors has granted
you a special bonus of 1,000 shares of Datascope stock in recognition of your
exceptional service to Datascope Corp., and as an inducement to your continued
service at Datascope Corp. Please execute this letter in the space provided for
below to indicate your acceptance of this special bonus.
Sincerely,
Lawrence Saper
Chairman and CEO
SP:kk
Accepted this __ day
of _________, 1995
____________________
Patricia Shields
<PAGE> 1
Exhibit 5
SHEREFF, FRIEDMAN, HOFFMAN & GOODMAN, LLP
919 THIRD AVENUE
NEW YORK, N.Y. 10022-9998
-------
TELEPHONE (212) 758-9500
FACSIMILE (212) 758-9526
TELEX 237328
June 12, 1995
Datascope Corp.
14 Philips Parkway
Montvale, New Jersey 07645-9998
Ladies and Gentlemen:
Datascope Corp., a Delaware corporation (the "Company"),
intends to transmit for filing with the Securities and Exchange Commission a
registration statement under the Securities Act of 1933, as amended, on Form
S-8 (the "Registration Statement") which relates to an aggregate of 157,700
shares of common stock, $.01 par value, of the Company ("Common Stock"), which
may be issued upon (i) the exercise of the options granted pursuant to the
stock option agreements listed on Annex A hereto (collectively, the "Option
Agreements"), and (ii) pursuant to two special stock grants listed on Annex A
hereto (together, the "Special Stock Grants"). This opinion is an exhibit to
the Registration Statement.
We act as counsel to the Company and in such capacity have
participated in various corporate and other proceedings relating to the
Company. We have taken part in the preparation or have examined copies of the
Company's Restated Certificate of Incorporation and amendments thereto, its
by-laws as presently in effect, minutes of meetings of its directors,
stockholders and committees and such other documents and instruments relating
to the Company and the proposed issuance of the shares of Common Stock as we
have deemed necessary under the circumstances, in each case signed, certified
or otherwise proved to our satisfaction. Insofar as this opinion relates to
securities to be issued in the future, we have assumed that all applicable
laws, rules and regulations in effect at the time of such issuance are the same
as such laws, rules and regulations in effect as of the date hereof.
We note that we are members of the Bar of the State of New
York and that we are not admitted to the Bar of any other
<PAGE> 2
Datascope Corp.
June 12, 1995
Page 2
state. Insofar as this opinion may involve the laws of the State of Delaware,
our opinion is based solely upon our reading of the Delaware General Corporation
Law as reported in the Prentice-Hall Corporation Law Service.
Based on the foregoing, and subject to and in reliance on the
accuracy and completeness of the information relevant thereto provided to us,
it is our opinion that the shares of Common Stock to be issued upon the
exercise of the Option Agreements, and to be issued in connection with the
Special Stock Grants, have been duly authorized, and (subject to the
effectiveness of the Registration Statement and compliance with applicable
state securities laws) when issued in accordance with the terms of the Option
Agreements, or the Special Stock Grants, as the case may be, will be legally
issued, fully paid and non-assessable.
We hereby consent to the filing of this opinion as an exhibit
to the Registration Statement and as an exhibit to any filing made by the
Company under the securities or "Blue Sky" laws of any state.
This opinion is furnished to you in connection with the filing
of the Registration Statement, and is not to be used, circulated, quoted or
otherwise relied upon for any other purposes, except as expressly provided in
the preceding paragraph. This opinion is as of the date hereof and we disclaim
any undertaking to update this opinion after the date hereof.
Very truly yours,
/S/ SHEREFF, FRIEDMAN, HOFFMAN & GOODMAN, LLP
SHEREFF, FRIEDMAN, HOFFMAN & GOODMAN, LLP
<PAGE> 3
ANNEX A
1 Datascope Corp. Stock Option Agreement made as of March 1, 1990
between the Company and David Altschiller.
2 Datascope Corp. Stock Option Agreement made as of September 28, 1990
between the Company and David Altschiller.
3 Datascope Corp. Stock Option Agreement made as of February 23, 1995
between the Company and David Altschiller.
4 Datascope Corp. Stock Option Agreement made as of March 1, 1990 between
the Company and William L. Asmundson.
5 Datascope Corp. Stock Option Agreement made as of February 23, 1995
between the Company and William L. Asmundson.
6 Datascope Corp. Stock Option Agreement made as of May 11, 1993 between
the Company and Sjef Ernst.
7 Datascope Corp. Stock Option Agreement made as of February 23, 1995
between the Company and Leonard Gottlieb.
8 Datascope Corp. Stock Option Agreement made as of December 7, 1988
between the Company and Joseph Grayzel, M.D.
9 Datascope Corp. Stock Option Agreement made as of March 1, 1990 between
the Company and Joseph Grayzel, M.D.
10 Datascope Corp. Stock Option Agreement made as of February 23, 1995
between the Company and Joseph Grayzel, M.D.
11 Datascope Corp. Stock Option Agreement made as of February 23, 1995
between the Company and Joseph Grayzel, M.D.
<PAGE> 4
12 Datascope Corp. Stock Option Agreement made as of February 19, 1993
between the Company and George Heller.
13 Datascope Corp. Stock Option Agreement made as of February 23, 1995
between the Company and George Heller.
14 Datascope Corp. Stock Option Agreement made as of January 22, 1993
between the Company and Tracy Moon.
15 Datascope Corp. Stock Option Agreement made as of May 18, 1994 between
the Company and Tracy Moon.
16 Datascope Corp. Stock Option Agreement made as of May 11, 1994 between
the Company and Gunther Ruttgers.
17 Datascope Corp. Stock Option Agreement made as of March 1, 1990 between
the Company and Norman M. Schneider.
18 Datascope Corp. Stock Option Agreement made as of February 23, 1995
between the Company and Norman M. Schneider.
19 Special Stock Grant, from the Company to Susan Chapman.
20 Special Stock Grant, from the Company to Patricia Shields.
<PAGE> 1
INDEPENDENT AUDITORS' CONSENT
To the Board of Directors and Stockholders
of Datascope Corporation
We consent to the incorporation by reference in this Registration Statement of
Datascope Corporation on Form S-8 of our report dated July 27, 1994, appearing
in the Annual Report on Form 10-K of Datascope Corporation for the year ended
June 30, 1994.
/s/ DELOITTE & TOUCHE LLP
DELOITTE & TOUCHE LLP
New York, New York
June 12, 1995
