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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)1
Pure Cycle Corporation
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(Name of issuer)
Common Stock, Par Value 1/3 of $.01
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(Title of class of securities)
746228 10 5
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(CUSIP number)
Mark W. Harding, (303) 292-3456
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5650 York Street, Commerce City, Colorado 80022
(Name, address and telephone number of person
authorized to receive notices and communications)
March 12, 1996
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(Date of event which requires filing of this statement)
If the filing person has previously filed a statement on
Schedule 13G to report the acquisition which is the subject
of this Schedule 13D, and is filing this schedule because of
Rule 13d-1(b)(3) or (4), check the following box .
Check the following box if a fee is being paid with the
statement . (A fee is not required only if the reporting
person: (1) has a previous statement on file reporting
beneficial ownership of more than five percent of the
class of securities described in Item 1; and (2) has filed
no amendment subsequent thereto reporting beneficial
ownership of five percent or less of such
class.) (See Rule 13d-7.)
Note. Six copies of this statement, including all
exhibits, should be filed with the Commission. See Rule
13d-1(a) for other parties to whom copies are to be sent.
1 The remainder of this cover page shall be filled out
for a reporting person's initial filing on this form with
respect to the subject class of securities, and for any
subsequent amendment containing information which would
alter disclosures provided in a prior cover page.
The information required on the remainder of this cover
page shall not be deemed to be "filed" for the purpose of
Section 18 of the Securities Exchange Act of 1934 or
otherwise subject to the liabilities of that section of the
Act but shall be subject to all other provisions of the Act
(however, see the Notes).
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Mark W. Harding
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) ___
(b) ___
Not applicable
3 SEC USE ONLY
4 SOURCE OF FUNDS*
PF
5 HECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e)
Not applicable
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
NUMBER OF 7 SOLE VOTING POWER
SHARES 6,210,000
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 0
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 6,210,000
PERSON WITH 10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY
EACH REPORTING PERSON
6,210,000
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*
Not applicable
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.4%
14 TYPE OF REPORTING PERSON*
IN
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Item 1. Security and Issuer.
This Schedule 13D is filed with respect to shares of
Common Stock, 1/3 of $.01 par value ("Common Stock"), of
Pure Cycle Corporation, a Delaware corporation (the
"Company"). The Company's principal executive offices are
located at 5650 York Street, Commerce City, Colorado 80022.
Item 2. Identity and Background.
(a), (b) and (c). This Schedule 13D is being filed by
Mark W. Harding ("Harding"), whose business address is 5650
York Street, Commerce City, Colorado 80022. The principal
occupation of Harding is his employment as Secretary of the
Company. The address of the Company's executive offices is
set forth in Item 1 above.
(d) and (e). Harding has not, during the last five
years, been (i) convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors) or
(ii) a party to a civil proceeding of a judicial or
administrative body of a competent jurisdiction as a result
of which he was or is subject to a judgment, decree or final
order enjoining future violations of or prohibiting
activities subject to, federal or state securities laws or
finding any violation with respect to such laws.
(f) Harding is a citizen of the United States of America.
Item 3. Source and Amount of Funds or Other Consideration.
On March 30, 1990, Harding acquired 210,000 shares of
Common Stock from the Company for $20,000.00 The purchase
price was paid with personal funds.
On June 15, 1992, Harding was granted a currently
exercisable non-statutory option to purchase 4,000,000
shares of Common Stock at an exercise price of $.25 per
share (the "1992 NSO"). On March 12, 1996, the board of
directors authorized extending the term of the 1992 NSO for
an additional five (5) years. No price was paid for the
1992 NSO or the extension thereof. It was issued as an
incentive for continued service by Harding to the Company.
On March 12, 1996, Harding was granted a non-statutory
option to purchase 3,000,000 shares of Common Stock at an
exercise price of $.25 per share (the "1996 NSO").
2,000,000 shares are currently exercisable, the remaining
1,000,000 shares vest in annual increments of 250,000 shares
each beginning on March 12, 1997. No price was paid for the
1996 NSO. It was issued as an incentive for continued
service by Harding to the Company.
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Item 4. Purpose of Transaction.
The Common Stock acquired to date by Harding was
acquired for investment purposes.
Harding has no present plans or proposals that relate to
or would result in any transaction of the kind described in
paragraphs (a) through (j) of Item 4. In the future,
however, Harding reserves the right to adopt such plans or
proposals, subject to applicable regulatory requirements, if
any.
Item 5. Interest in Securities of the Issuer.
(a) Harding owns 6,210,000 shares of Common Stock which
is 7.4% of the outstanding and issued Common Stock of the
Company.
(b) Harding has sole power to dispose of 6,210,000
shares of Common Stock. Harding has the sole power to vote
210,000 shares of Common Stock and if currently exercisable
options were exercised, Harding would have the sole power to
vote 6,210,000 shares of Common Stock.
(c) None.
(d) None.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or
Relationships with Respect to
Securities of the Issuer.
See Item 3 above for a description of the 1992 NSO and
the 1996 NSO.
Item 7. Material to be Filed as Exhibits.
Exhibit A Amended and Restated Option Agreement (Non-
Statutory Stock Option) dated March 12, 1996.
Page 5 of 12 pages.
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Exhibit B Option Agreement (Non-Statutory Stock Option)
dated March 12, 1996. Page 9 of 12 pages.
After reasonable inquiry and to the best of my knowledge
and belief, I certify that the information set forth in this
statement is true, complete and correct.
July 3, 1996 /s/ Mark W.Harding
-------------------
Mark W. Harding
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AMENDED AND RESTATED
OPTION AGREEMENT
(NON-STATUTORY STOCK OPTION)
THIS AMENDED AND RESTATED OPTION AGREEMENT (this
"Agreement") is made and entered into as of March 12, 1996,
by and between PURE CYCLE CORPORATION (the "Company") and
Mark W. Harding (the "Optionee") (together, the "Parties").
RECITALS:
A. On June 15, 1992, the board of directors of the
Company adopted a Stock Option Plan (the "Plan") under which
employees of the Company may receive options to purchase
Common Stock of the Company.
B. The Optionee has been selected to receive a non-
statutory stock option pursuant to the Plan and the Parties
entered into an Option Agreement on June 15, 1992 (the "1992
Agreement").
C. On March 12, 1996, the board of directors of the
Company authorized extending the term of the option granted
pursuant to the 1992 Agreement for an additional five (5)
years.
D. The Parties desire to reflect such amendment by
amending and restating the 1992 Agreement.
AGREEMENT:
IT IS THEREFORE agreed by and between the Parties,
for and in consideration of the premises and the mutual
covenants herein contained and for other good and valuable
consideration, as follows:
1. This Agreement amends, restates and supersedes in
its entirety the 1992 Agreement.
2. The Company hereby confirms and acknowledges that
it has granted to the Optionee, on June 15, 1992, an option
to purchase 4,000,000 (Four Million) shares of Common Stock
of the Company (the "Option") upon the terms and conditions
herein set forth and subject to the terms and conditions of
the Plan. The Option is granted as a matter of separate
agreement, and not in lieu of salary or any other regular or
special compensation for services.
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3. The purchase price of the shares which may be
purchased pursuant to the Option is $.25 per share.
4. The Option shall continue until June 15, 2002
unless sooner terminated or modified under the provisions of
this Agreement and shall automatically expire at 12:00 a.m.
on such date.
5. The Option is immediately exercisable by the
Optionee.
6. If the Optionee dies or is disabled within the
meaning of Section 22(e)(3) of the Code while still
employed, or within the six-month period following
termination for any reason, or within the twenty-four month
period following retirement, the Option shall remain
exercisable after the termination of his employment for a
period of twenty-four months (but in no event beyond the
expiration date set forth in paragraph 4). If the Optionee
terminates his employment with the Company in a manner
determined by the Board, in its sole discretion, to
constitute retirement, the Option shall remain exercisable
after the termination of his employment for a period of
twenty-four months (but in no event beyond the expiration
date set forth in paragraph 4). If the employment of the
Optionee is terminated within the Option Period for any
reason other than retirement, disability or the Optionee's
death, the Option shall remain exercisable after the
termination of his employment for a period of six months
(but in no event beyond the expiration date set forth in
paragraph 4). If the Option is not exercised during the
applicable period, it shall be deemed to have been forfeited
and of no further force or effect.
7. The Option may not be exercised by anyone other
than the Optionee during his lifetime. In the event of his
death, the Option may be exercised by the personal
representative of the Optionee's estate or, if no personal
representative has been appointed, by the successor or
successors in interest determined under the Optionee's will
or under the applicable laws of descent and distribution.
The Option may not be assigned or transferred during the
lifetime of the Optionee, either voluntarily or
involuntarily, including execution, levy, garnishment,
attachment, pledge or bankruptcy, and any attempt to do so
shall render the Option and any unexercised portion thereof,
at the discretion of the Company, null and void and
unenforceable by the Optionee.
8. The Option may be exercised in whole or in part by
delivering to the Company written notice of exercise
together with payment in full for the shares being purchased
upon such exercise.
9. The Company will, upon receipt of said notice and
payment, issue or cause to be issued to the Optionee (or to
his personal representative or other person entitled
thereto) a stock certificate for the number of shares
purchased thereby.
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10. Neither this Option nor the optioned shares have
been registered under the Securities Act of 1933, as amended
(the "Act"), or under any blue sky or other state securities
laws. Optionee therefore represents and agrees that: (i)
the Option shall not be exercisable unless the purchase of
optioned shares upon the exercise of the Option is pursuant
to an applicable effective registration statement under the
Act, or unless, in the opinion of counsel for the Company,
the proposed purchase of such optioned shares would be
exempt from the registration requirements of the Act, and
from the qualification requirements of any state securities
law; (ii) upon exercise of the Option, he will acquire the
optioned shares for his own account for investment and not
with any intent or view to any distribution, resale or other
disposition of the optioned shares; (iii) he will not sell
or transfer the optioned shares, unless they are registered
under the Act, except in a transaction that is exempt from
registration under the Act, and each certificate issued to
represent any of the optioned shares shall bear a legend
calling attention to the foregoing restrictions and
agreements. The Company may require, as a condition of the
exercise of the Option, that the Optionee sign such further
representations and agreements as it reasonably determines
to be necessary or appropriate to assure and to evidence
compliance with the requirements of the Act.
11. In consideration of the granting by the Company of
the Option and the extension thereof, the Optionee hereby
affirms that he has a present intention to remain in the
employ and service of the Company, for the period that this
Option continues. This affirmation, however, shall confer
no right on the Optionee to continue in the employ of the
Company, nor interfere in any way with the right of the
Company to discharge the Optionee at any time for any reason
whatsoever, with or without cause.
12. The Optionee shall have no rights as a stockholder
with respect to the shares of Common Stock which may be
purchased pursuant to the Option until such shares are
issued to the Optionee.
13. In the event of a change of control of the Company
as defined in Section 9.2 of the Plan, the Incentive Plan
Committee shall have the power and discretion to prescribe
the terms and conditions for the exercise of, or
modification of, the Option; including, but not limited to,
the complete or partial acceleration of the date of exercise
of the Option, or
the exchange or conversion of the Option for options to
acquire securities of the surviving or acquiring
corporation, or the payment or distribution in respect of
the outstanding Option (or the portion thereof that is
currently exercisable) in cancellation thereof.
14. THIS AGREEMENT IS ENTERED INTO AND SHALL BE
GOVERNED BY, CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE
LAWS OF THE STATE OF COLORADO.
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15. The terms and conditions contained in the Plan, and
as it may be amended from time to time hereafter, are
incorporated into and made a part of this Agreement by
reference, as if the same were set forth herein in full, and
all provisions of the Option are made subject to any and all
terms of the Plan.
IN WITNESS WHEREOF, the parties have hereunto affixed
their signatures in acknowledgment and acceptance of the
above terms and conditions on the date first above
mentioned.
PURE CYCLE CORPORATION
By:/s/ Thomas P. Clark
----------------------------
Thomas P. Clark, President
OPTIONEE
/s/ Mark W. Harding
----------------------------
Mark W. Harding
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OPTION AGREEMENT
(NON-STATUTORY STOCK OPTION)
THIS AGREEMENT is made and entered into as of March 12,
1996, by and between PURE CYCLE CORPORATION (the "Company")
and Mark W. Harding (the"Optionee") (together, the "Parties").
RECITALS:
A. On June 15, 1992, the Board of Directors of the
Company adopted a Stock Option Plan (the "Plan") under which
employees of the Company may receive options to purchase
Common Stock of the Company.
B. The Plan permits the granting of non-statutory
stock options.
C. The Optionee has been selected to receive a non-
statutory stock option pursuant to the Plan.
D. The Optionee is desirous of obtaining the non-
statutory stock option on the terms and conditions herein
contained.
IT IS THEREFORE agreed by and between the Parties, for
and in consideration of the premises and the mutual
covenants herein contained and for other good and valuable
consideration, as follows:
1. The Company hereby confirms and acknowledges that
it has granted to the Optionee, on March 12, 1996, an option
to purchase 3,000,000 (Three Million) shares of Common
Stock of the Company (the "Option") upon the terms and
conditions herein set forth and subject to the terms and
conditions of the Plan. The Option is granted as a matter
of separate agreement, and not in lieu of salary or any
other regular or special compensation for services.
2. The purchase price of the shares which may be
purchased pursuant to the Option is $.25 per share.
3. The Option shall continue for six years after the
date of grant set forth in paragraph 1 unless sooner
terminated or modified under the provisions of this
Agreement, and shall automatically expire at 12:00 a.m. on
the sixth anniversary of such date of grant.
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4. The Option may be exercised by the Optionee to
purchase the total number of shares specified in paragraph
1, as follows:
(i) 2,000,000 (Two Million) of the shares
shall be immediately exercisable;
(ii) One-quarter (1/4) of the remaining shares,
or 250,000 (Two Hundred Fifty Thousand)
shares, shall become exercisable on the
first anniversary of the date of grant;
(iii) An additional one-quarter (1/4) of the
remaining shares, or 250,000 (Two Hundred
Fifty Thousand) shares, shall become
exercisable on the second anniversary of
the date of grant;
(iv) An additional one-quarter (1/4) of the
remaining shares, or 250,000 (Two Hundred
Fifty Thousand) shares, shall become
exercisable on the third anniversary of
the date of grant; and
(v) The remaining one-quarter (1/4) of the
remaining shares, or 250,000 (Two Hundred
Fifty Thousand) shares, shall become
exercisable on the fourth anniversary of
the date of grant;
The Optionee need not exercise any part of the Option
when it becomes exercisable, but may accrue the fractional
increments described above and exercise them in any later
period, prior to expiration of the Option.
5. If the Optionee dies or is disabled within the
meaning of Section 22(e)(3) of the Code while still
employed, or within the six-month period following
termination for any reason, or within the twenty-four month
period following retirement, the Option, to the extent then
exercisable as provided in paragraph 4, shall remain
exercisable after the termination of his employment for a
period of twenty-four months (but in no event beyond the
expiration date set forth in paragraph 3). If the Optionee
terminates his employment with the Company in a manner
determined by the Board, in its sole discretion, to
constitute retirement, the Option, to the extent then
exercisable as provided in paragraph 4, shall remain
exercisable after the termination of his employment for a
period of twenty-four months (but in no event beyond the
expiration date set forth in paragraph 3). If the
employment of the Optionee is terminated within the Option
Period for any reason other than retirement, disability or
the Optionee's death, the Option, to the extent then
exercisable as provided in paragraph 4, shall remain
exercisable after the termination of his employment for a
period of six months (but in no event beyond the expiration
date set forth in paragraph 3). If the Option is not
exercised during the applicable period, it shall be deemed
to have been forfeited and of no further force or effect.
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6. The Option may not be exercised by anyone other
than the Optionee during his lifetime. In the event of his
death, the Option may be exercised by the personal
representative of the Optionee's estate or, if no personal
representative has been appointed, by the successor or
successors in interest determined under the Optionee's will
or under the applicable laws of descent and distribution.
The Option may not be assigned or transferred during the
lifetime of the Optionee, either voluntarily or
involuntarily, including execution, levy, garnishment,
attachment, pledge or bankruptcy, and any attempt to do so
shall render the Option and any unexercised portion thereof,
at the discretion of the Company, null and void and
unenforceable by the Optionee.
7. The Option may be exercised in whole or in part by
delivering to the Company written notice of exercise
together with payment in full for the shares being purchased
upon such exercise.
8. The Company will, upon receipt of said notice and
payment, issue or cause to be issued to the Optionee (or to
his personal representative or other person entitled hereto)
a stock certificate for the number of shares purchased
thereby.
9. Neither this Option nor the optioned shares have
been registered under the Securities Act of 1933, as amended
(the "Act"), or under any blue sky or other state securities
laws. Optionee therefore represents and agrees that: (i)
the Option shall not be exercisable unless the purchase of
optioned shares upon the exercise of the Option is pursuant
to an applicable effective registration statement under the
Act, or unless, in the opinion of counsel for the Company,
the proposed purchase of such optioned shares would be
exempt from the registration requirements of the Act, and
from the qualification requirements of any state securities
law; (ii) upon exercise of the Option, he will acquire the
optioned shares for his own account for investment and not
with any intent or view to any distribution, resale or other
disposition of the optioned shares; (iii) he will not sell
or transfer the optioned shares, unless they are registered
under the Act, except in a transaction that is exempt from
registration under the Act, and each certificate issued to
represent any of the optioned shares shall bear a legend
calling attention to the foregoing restrictions and
agreements. The Company may require, as a condition of the
exercise of the Option, that the Optionee sign such further
representations and agreements as it reasonably determines
to be necessary or appropriate to assure and to evidence
compliance with the requirements of the Act.
10. In consideration of the granting by the Company of
the Option, the Optionee hereby affirms that he has a
present intention to remain in the employ and service of the
Company for the period that this Option continues. This
affirmation, however, shall confer no right on the Optionee
to continue in the employ of the Company, nor interfere in
any way with the right of the Company to discharge the
Optionee at any time for any reason whatsoever, with or
without cause.
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11. The Optionee shall have no rights as a stockholder
with respect to the shares of Common Stock which may be
purchased pursuant to the Option until such shares are
issued to the Optionee.
12. In the event of a change of control of the Company
as defined in Section 9.2 of the Plan, the Incentive Plan
Committee shall have the power and discretion to prescribe
the terms and conditions for the exercise of, or
modification of, the Option; including, but not limited to,
the complete or partial acceleration of the date of exercise
of the Option, or the exchange or conversion of the Option
for options to acquire securities of the surviving or
acquiring corporation, or the payment or distribution in
respect of the outstanding Option (or the portion thereof
that is currently exercisable) in cancellation thereof.
13. THIS AGREEMENT IS ENTERED INTO AND SHALL BE
GOVERNED BY, CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE
LAWS OF THE STATE OF COLORADO.
14. The terms and conditions contained in the Plan,
and as it may be amended from time to time hereafter, are
incorporated into and made a part of this Agreement by
reference, as if the same were set forth herein in full, and
all provisions of the Option are made subject to any and all
terms of the Plan.
IN WITNESS WHEREOF, the parties have hereunto affixed
their signatures in acknowledgment and acceptance of the
above terms and conditions on the date first above
mentioned.
PURE CYCLE CORPORATION
By:/s/ Thomas P. Clark
--------------------------
Thomas P. Clark, President
OPTIONEE
/s/ Mark W. Harding
--------------------------
Mark W. Harding
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