<PAGE>
As filed with the Securities and Exchange Commission on November 17, 1997
Registration No. 333- ________
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
GAMMA BIOLOGICALS, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
Texas 74-1668436
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
3700 Mangum Road, Houston, Texas 77092
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
1997 OUTSIDE DIRECTOR STOCK OPTION PLAN
(FULL TITLE OF THE PLAN)
David E. Hatcher
3700 Mangum Road
Houston, Texas 77092
(NAME AND ADDRESS OF AGENT FOR SERVICE)
(713) 681-8481
(TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
=====================================================================================================
Amount to Proposed maximum Proposed
Title of securities to be be offering price maximum aggregate Amount of
registered registered (1) per share (2) offering price (2) registration fee
- -----------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, $0.10 100,000 $5.375 $458,000 $139
per share par value shares
("Common Stock")
=====================================================================================================
</TABLE>
(1) Represents the maximum number of shares which could be purchased upon the
exercise of all stock options now outstanding or which may hereafter be
granted under the above plan.
(2) Estimated solely for purposes of calculating the registration fee, pursuant
to Rule 457(c) and (h), based on 40,000 shares subject to options previously
granted and on the average of the high and low prices on November 12, 1997
with respect to 60,000 shares of Common Stock as to which options have not
been granted as of the date of filing this registration statement.
================================================================================
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents, which have been filed with the Securities and
Exchange Commission by Gamma Biologicals, Inc. (the "Company"), are incorporated
herein by reference and made a part hereof: (a) Annual Report on Form 10-K for
the year ended March 31, 1997; (b) Quarterly Report on Form 10-Q for the quarter
ended June 30, 1997; (c) Quarterly Report on Form 10-Q for the quarter ended
September 30, 1997; and (d) description of the Common Stock contained in the
Registration Statement on Form 8-A filed on June 5, 1981 and description of
Common Stock Purchase Rights contained in the Registration Statement on Form 8-A
filed on October 2, 1989, as amended.
All documents filed by the Company pursuant to Sections 13(a), 13(c), 14
and 15(d) of the Securities Exchange Act of 1934, subsequent to the date hereof
and prior to the filing of a post-effective amendment which indicates that all
securities offered have been sold or which deregisters all securities then
remaining unsold, shall be deemed to be incorporated by reference herein and to
be part hereof from the date of the filing of such documents.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Article 2.02-1 of the Texas Business Corporation Act contains detailed
provisions for indemnification of directors and officers of Texas corporations
against any judgments, penalties, fines, settlements and reasonable expenses
which may be incurred in connection with any threatened, pending or completed
proceeding in which the director or officer is a named defendant or respondent.
The Company's Amended and Restated Bylaws require the Company to indemnify and
advance expenses to the Company's directors and officers to the maximum extent
allowed by the Texas Business Corporation Act and other applicable law, and
expressly authorize the Company to purchase directors and officers liability
insurance. The Company has purchased a directors and officers liability
insurance policy which provides for insurance of the directors and officers of
the Company against certain liabilities they may incur in their capacity as
such.
The Restated Articles of Incorporation of the Company expressly provide
that no director of the Company shall be liable to the Company or its
shareholders for monetary damages for an act or omission in the director's
capacity as a director, except for liability for breach of the director's duty
of loyalty, an act or omission not in good faith or that involves intentional
misconduct or a knowing violation of the law, a transaction from which the
director receives an improper benefit, an act or omission for which the
liability of the director is expressly provided for by statute, or an act
related to an unlawful stock repurchase or payment of a dividend.
Reference is made to the form of the 1997 Outside Director Stock Option
Plan, filed as Exhibit 99.1 which contains provisions for indemnification and
limitations on the liability of the Company and its directors for actions taken
in connection with the administration of such Plan.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
<PAGE>
ITEM 8. EXHIBITS.
Exhibit No. Exhibit
----------- -------
4.1 Restated Articles of Incorporation of the Company dated June
20, 1996. Incorporated by reference to the Company's Annual
Report on Form 10-K for the year ended March 31, 1996,
Exhibit 3(a).
4.2 Amended and Restated Bylaws of the Company dated April 13,
1990. Incorporated by reference to the Company's Annual
Report on Form 10-K for the year ended March 31, 1990,
Exhibit 3(b).
4.3 Specimen Common Stock certificate of the Company.
Incorporated by reference to the Company's Annual Report on
Form 10-K for the year ended March 31, 1990, Exhibit 4(a).
4.4 Shareholder Rights Plan dated as of September 5, 1989.
Incorporated by reference to the Company's Current Report on
Form 8-K dated September 5, 1989, Exhibit 4.1.
5.1 Opinion and Consent of Liddell, Sapp, Zivley, Hill & LaBoon,
L.L.P.
15 Not applicable.
23.1 Consent of Deloitte & Touche LLP.
23.2 Consent of Liddell, Sapp, Zivley, Hill & LaBoon, L.L.P.
(included in Exhibit 5.1 to this registration statement).
24 Not applicable.
99.1 1997 Outside Director Stock Option Plan.
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 the registration statement (or the most
recent post-effective amendment thereof) which, individually or
in the aggregate, represent a fundamental change in the
information set forth in the registration statement;
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in the registration
statement or any material change to such information in the
registration statement.
(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.
<PAGE>
(b) The undersigned registrant hereby undertakes that, for 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 Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the Securities Act
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 Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the registrant of expenses incurred
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 Act and will be governed by the final adjudication of
such issue.
<PAGE>
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 of the
requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Houston, State of Texas, on this 17th day of
November, 1997.
GAMMA BIOLOGICALS, INC.
By: /s/ DAVID E. HATCHER
------------------------------------
(DAVID E. HATCHER, CHAIRMAN OF THE
BOARD, PRESIDENT AND CHIEF EXECUTIVE
OFFICER)
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signatures Title Date
---------- ----- ----
<S> <C> <C>
/s/ DAVID E. HATCHER Chairman of the Board of November 17, 1997
- --------------------------- Directors, President and Chief
(DAVID E. HATCHER) Executive Officer (Principal
executive officer)
/s/ MARGARET J. O'BANNION Vice President-Finance and Chief November 17, 1997
- --------------------------- Financial Officer (Principal
(MARGARET J. O'BANNION) financial and accounting officer)
/s/ DR. RICHARD H. ASTER Director November 17, 1997
- ---------------------------
(DR. RICHARD H. ASTER)
/s/ BRYAN J. BRIEDEN Director November 17, 1997
- ---------------------------
(BRYAN J. BRIEDEN)
/s/ H. H. "WILL" HARDEE Director November 17, 1997
- ---------------------------
(H. H. "WILL" HARDEE)
/s/ BETTY FRANCIS HATCHER Director November 17, 1997
- ---------------------------
(BETTY FRANCIS HATCHER)
/s/ HAYLE B. RANDOLPH Director November 17, 1997
- ---------------------------
(HAYLE B. RANDOLPH)
</TABLE>
<PAGE>
EXHIBIT INDEX
Sequentially
Exhibit No. Exhibit Numbered Page
- ----------- ------- -------------
4.1 Restated Articles of Incorporation of the Company
dated June 20, 1996. Incorporated by reference to
the Company's Annual Report on Form 10-K for the
year ended March 31, 1996, Exhibit 3(a).
4.2 Amended and Restated Bylaws of the Company dated
April 13, 1990. Incorporated by reference to the
Company's Annual Report on Form 10-K for the year
ended March 31, 1990, Exhibit 3(b).
4.3 Specimen Common Stock certificate of the Company.
Incorporated by reference to the Company's Annual
Report on Form 10-K for the year ended March 31, 1990,
Exhibit 4(a).
4.4 Shareholder Rights Plan dated as of September 5, 1989.
Incorporated by reference to the Company's Current
Report on Form 8-K dated September 5, 1989,
Exhibit 4.1.
5.1 Opinion and Consent of Liddell, Sapp, Zivley,
Hill & LaBoon, L.L.P.
15 Not applicable.
23.1 Consent of Deloitte & Touche LLP.
23.2 Consent of Liddell, Sapp, Zivley, Hill & LaBoon,
L.L.P. (included in Exhibit 5.1 to this registration
statement).
24 Not applicable.
99.1 1997 Outside Director Stock Option Plan.
<PAGE>
EXHIBIT 5.1
November 17, 1997
Gamma Biologicals, Inc.
3700 Mangum Road
Houston, Texas 77092
Ladies and Gentlemen:
We have acted as counsel for Gamma Biologicals, Inc., a Texas corporation
(the "Company") in connection with the registration, pursuant to a Registration
Statement on Form S-8 being filed with the Securities and Exchange Commission
(the "Registration Statement") under the Securities Act of 1933, as amended, of
the offering and sale to certain non-employee directors of the Company of up to
100,000 shares of the Company's common stock, par value $0.10 per share (the
"Common Stock") which may be issued upon the exercise of certain stock options
(the "Options") which may be granted under the Company's 1997 Outside Director
Stock Option Plan.
In such capacity, we have examined the corporate documents of the Company,
including its Restated Articles of Incorporation, its Amended and Restated
Bylaws and resolutions adopted by its board of directors and committees thereof.
We have also examined the Registration Statement, together with the exhibits
thereto, and such other documents which we have deemed necessary for the
purposes of the expressing the opinion contained herein. We have relied on
representations made by and certificates of the officers of the Company and
public officials with respect to certain facts material to our opinion. We have
made no independent investigation regarding such representations and
certificates.
Based upon the foregoing, we are of the opinion that when the Options have
been duly exercised in accordance with their respective terms, the Common Stock
issued thereupon will be validly issued, fully paid and nonassessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
/s/ Liddell, Sapp, Zivley, Hill & LaBoon, L.L.P.
<PAGE>
EXHIBIT 23.1
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement of
Gamma Biologicals, Inc. on Form S-8 of our report dated May 28, 1997,
incorporated by reference in the Annual Report on Form 10-K of Gamma
Biologicals, Inc. for the year ended March 31, 1997.
/s/ DELOITTE & TOUCHE LLP
Houston, Texas
November 17, 1997
<PAGE>
EXHIBIT 99.1
GAMMA BIOLOGICALS, INC.
1997 OUTSIDE DIRECTOR STOCK OPTION PLAN
ARTICLE I
Purpose
Gamma Biologicals, Inc. (the "Company") is dependent for the successful
conduct of its business on the initiative, effort and judgment of its
directors. This Outside Director Stock Option Plan (the "Plan") is intended to
provide the outside directors of the Company additional compensation for their
service as directors and an incentive, through options to acquire stock in the
Company, to increase the value of the Company's Common Stock (as defined
below).
ARTICLE II
Administration
The Plan shall be administered by the Board of Directors of the Company (the
"Board"). Subject to the express provisions of the Plan and the policies of
each stock exchange on which any of the Company's stock at any time may be
traded, the Board shall have plenary authority to interpret the Plan, to
prescribe, amend and rescind rules and regulations regulating it, and to make
all other determinations necessary or advisable for the administration of the
Plan. The Board's determination on the matters referred to in this Plan shall
be final, conclusive and binding upon all optionees. No member of the Board
shall be liable for any action, failure to act, determination or
interpretation made in good faith with respect to the Plan or any transaction
under the Plan.
ARTICLE III
Eligibility and Participation
Under the Plan each director who at the time of his initial appointment or
election to the Board is not an employee of the Company and who is first
elected or appointed to the Board after September 1, 1996 ("Eligible Outside
Director") shall, effective as of the later of May 14, 1997 or the date of his
appointment or election to the Board, be granted an option to purchase from
the Company 10,000 shares of the Company's Common Stock, par value $0.10 per
share ("Common Stock"), at a price determined as set forth in Article IV
below. The Board shall have plenary authority, in its sole discretion and as
it deems appropriate in lieu of cash compensation to directors, to grant
additional options to purchase Common Stock from the Company at a price
determined as set forth in Article IV below.
ARTICLE IV
Terms and Conditions of Options;
Option Price; Transferability
(a) Each option granted under the Plan shall be evidenced by a Director
Stock Option Agreement (the "Agreement") in substantially the form attached
hereto as Exhibit A, or such other form as may be hereafter approved by the
Board on the advice of counsel to the Company. The Agreement shall be executed
by the Company and the optionee.
1
<PAGE>
(b) The Board shall determine the per share option price for each option,
but in no event shall the per share option price be less than an amount equal
to 85% of the arithmetic mean (rounded up to the nearest 1/8 of a dollar) of
the Fair Market Value of the Common Stock on the last trading day of each of
the six calendar months preceding the date of grant of the option. In no event
shall the option price be less than the par value of the Company's Common
Stock.
(c) Options granted hereunder shall not be transferable otherwise than by
will or operation of the laws of descent and distribution or pursuant to a
qualified domestic relations order as defined in the Internal Revenue Code of
1986, as amended (the "Code"), or Title I of the Employee Retirement Income
Security Act of 1974 ("ERISA"), or the rules thereunder.
(d) No stock option granted hereunder shall be exercisable unless the Plan
and all shares issuable on the exercise thereof have been registered under the
Securities Act of 1933, as amended (the "1933 Act"), and all other applicable
securities laws, and there is available for delivery a prospectus meeting the
requirements of Section 10 of the 1933 Act, or the Company shall have first
received the opinion of its counsel that registration under the 1933 Act and
all other applicable securities laws is not required in connection with such
issuance. At the time of exercise, if the shares with respect to which the
stock option is being exercised have not been registered under the 1933 Act
and all other applicable securities laws, the Company may require the optionee
to provide the Company whatever written assurance counsel for the Company may
require that the shares are being acquired for investment and not with a view
to the distribution thereof, and that the shares will not be disposed of
without the written opinion of such counsel that registration under the 1933
Act and all other applicable securities laws is not required. Share
certificates issued to the optionee upon exercise of the stock option shall
bear a legend to the foregoing effect to the extent counsel for the Company
deems it advisable.
(e) For purposes of the Plan, the term "Fair Market Value" on any date shall
mean (i) if the Common Stock is listed or admitted to trade on a national
securities exchange or national market system, the closing price of the Common
Stock, as published in the Wall Street Journal, so listed or admitted to trade
on such date or, if there is no trading of the Common Stock on such date, then
the closing price of the Common Stock on the next preceding date on which
there was trading in such shares; (ii) if the Common Stock is not listed or
admitted to trade on a national securities exchange or national market system,
the mean between the bid and asked price for the Common Stock on such date, as
furnished by the National Association of Securities Dealers, Inc. through
NASDAQ or a similar organization if NASDAQ is no longer reporting such
information; or (iii) if the Common Stock is not listed or admitted to trade
on a national securities exchange and if bid and asked prices for the Common
Stock are not so furnished through NASDAQ or a similar organization, the value
established by the Board for purposes of the Plan. In addition to the above
rules, Fair Market Value shall be determined without regard to any restriction
other than a restriction which, by its terms, will never lapse.
ARTICLE V
Shares Subject to Plan and Duration of Plan
The Plan shall expire and terminate on the earlier to occur of (i) May 14,
2007 and (ii) the date on which there have been granted to Eligible Outside
Directors pursuant to the Plan options to purchase an aggregate of 100,000
shares of the Common Stock (subject to adjustment as provided in Article VI).
Shares subject to options under the Plan may be either authorized and unissued
shares or issued shares which have been acquired by the Company and are being
held in its treasury, in the sole discretion of the Board.
2
<PAGE>
ARTICLE VI
Adjustments
(a) Adjustments Upon Changes in Capitalization. Subject to any required
action by the Company's directors and shareholders, the number of shares
provided for in each outstanding stock option and the price per share thereof,
and the number of shares provided for in the Plan, shall be proportionately
adjusted for any increase or decrease in the number of issued shares of the
Company's Common Stock resulting from a subdivision or consolidation of shares
or the payment of a stock dividend (but only on the Common Stock), a stock
split, a reverse stock split, or any other increase or decrease in the number
of such shares effected without receipt of consideration by the Company, and
shall also be proportionately adjusted in the event of a spin-off, spin-out,
or other distribution of assets to shareholders of the Company, to the extent
necessary to prevent dilution of the interests of grantees pursuant to the
Plan or of the other shareholders of the Company, as applicable. If the
Company shall engage in a merger, consolidation, reorganization or
recapitalization, each outstanding stock option (or if such transaction
involves less than all of the shares of the Company's Common Stock, then a
number of stock options proportionate to the number of such involved shares),
shall become exercisable for the securities and other consideration to which a
holder of the number of shares of the Company's Common Stock subject to each
such stock option would have been entitled to receive in any such merger,
consolidation, reorganization or recapitalization.
(b) Acceleration. In the event of a potential merger or consolidation
involving the Company regardless of whether the Company is the surviving
entity of such merger or consolidation, a potential liquidation or dissolution
of the Company, a potential sale or other disposition by the Company of all or
substantially all of its assets, or a potential sale or other disposition by
the shareholders of the Company of all or substantially all of the outstanding
Common Stock to one purchaser (any such merger, consolidation, liquidation,
dissolution, or sale being referred to herein as a "Significant Event"), then
the Company shall have the option of terminating all outstanding stock options
upon the actual occurrence of the Significant Event, by notice to all
optionees at least 15 days before the occurrence of the Significant Event. Any
exercise by an optionee in these circumstances may be conditioned upon the
occurrence of the Significant Event. Upon the actual occurrence of the
Significant Event, each outstanding stock option shall terminate if the
Company exercises its option under this paragraph (b). If the potential
Significant Event does not in fact occur for any reason, then the Company's
exercise of its option under this paragraph (b) shall have no effect and his
or her rights will be the same as if the Company had never exercised its
option under this paragraph (b).
(c) Change of Par Value. In the event of a change in the Company's Common
Stock which is limited to a change of all of its authorized shares with par
value into the same number of shares with a different par value or without par
value, the shares resulting from any such change shall be deemed to be Common
Stock within the meaning of the Plan.
(d) Miscellaneous. The adjustments provided for in this Article shall be
made by the Board whose determination in that respect shall be final, binding
and conclusive. Except as hereinbefore expressly provided in this Article, the
holder of a stock option shall not be entitled to the privilege of stock
ownership as to any shares of Common Stock or other stock not actually issued
and delivered to the holder. Any issue by the Company of shares of stock of
any class, or securities convertible into shares of stock of any class, shall
not affect and no adjustment by reason thereof shall be made with respect to
the number or price of shares of the Company's Common Stock subject to any
stock option. The grant of a stock option pursuant to the Plan shall not
affect in any way the right or power of the Company to, among other things,
make adjustments, reclassifications,
3
<PAGE>
reorganizations or changes of its capital or business structure or to merge or
to consolidate or to dissolve or liquidate or sell or transfer all or any part
of its business or assets.
ARTICLE VII
Amendment or Discontinuance
The Board may at any time and from time to time amend the Plan, as it shall
deem advisable. In addition to Board approval of any amendment to the Plan, if
the Board further determines on advice of counsel that it is necessary or
desirable to obtain shareholder approval of any amendment to the Plan in order
to comply with Rule 16b-3 of the General Rules and Regulations under the
Securities Exchange Act of 1934, or any successor rule, as it shall read as of
the time of amendment, or for any other reason, then the effectiveness of any
such amendment may be conditioned upon its approval by the holders of a
majority of the outstanding voting stock of the Company (voting as a single
class), and entitled to vote on, and voted for or against approval of, the
amendment at a meeting of such shareholders duly held in accordance with the
applicable laws of the state or other jurisdiction in which the Company is
incorporated, or such other shareholder approval as may be specified by the
Board.
No change may be made in, and no amendment, rescission, suspension or
termination of the Plan shall have an effect on, stock options previously
granted under the Plan which may impair or alter the rights or obligations of
the holders thereof, except that any change may be made in stock options
previously granted with the consent of the optionees.
ARTICLE VIII
Miscellaneous
(a) Governing Law. The Plan and the stock options issued hereunder shall be
governed by, and construed and enforced in accordance with, the laws of the
State of Texas applicable to contracts made and performed within that State.
(b) No Liability for Good Faith Determinations. The members of the Board
shall not be liable for any act, omission or determination taken or made in
good faith with respect to the Plan or any stock option granted under it. All
Board members shall also be entitled, with respect to all matters relating to
the Plan, to all of the protections and rights, including without limitation
indemnification and limitation of liability rights, provided to Board members
generally pursuant to applicable law, the Articles of Incorporation of the
Company, the Bylaws of the Company or otherwise.
(c) Other Benefits. Participation in the Plan shall not preclude the
optionee from eligibility in any other stock option plan of the Company or any
of its subsidiaries or any benefit, insurance, pension, profit sharing,
retirement, bonus or other compensation plans that the Company or any of its
subsidiaries has adopted, or may, at any time, adopt for the benefit of
directors.
(d) Severability. In the event any provision of the Plan shall be held to be
illegal or invalid for any reason, the illegality or invalidity shall not
affect the remaining provisions hereof, but shall be fully severable and the
Plan shall be construed and enforced as if the illegal or invalid provision
had never been included herein.
4
<PAGE>
(e) Notice. Whenever any notice is required or permitted hereunder, such
notice must be in writing and personally delivered or sent by mail. Any notice
required or permitted to be delivered hereunder shall be deemed to be
delivered on the date that it is personally delivered or, whether actually
received or not, on the third business day after it is deposited in the United
States mail, certified or registered, postage prepaid, addressed to the person
who is to receive it at the address which such person has theretofore
specified by written notice delivered in accordance herewith. The Company or
an optionee may change, at any time and from time to time, by written notice
to the other, the address which it or he had theretofore specified for
receiving notices. Until it is changed in accordance herewith, the Company and
each optionee shall specify as its and his address for receiving notices the
address set forth in the Agreement pertaining to the shares to which such
notice relates.
ARTICLE IX
Shareholder Approval
The Plan shall be effective as of May 14, 1997, the date on which it
received the approval of a majority of the disinterested members of the Board.
However, the Plan and all stock options granted under the Plan shall be void
if the Plan is not approved on or before September 15, 1997 by the holders of
a majority of the outstanding voting stock of the Company (voting as a single
class) present, or represented, and entitled to vote at a meeting of such
shareholders duly held in accordance with the applicable laws of the state or
other jurisdiction in which the Company is incorporated. No stock option
granted under the Plan shall be exercisable in whole or in part unless and
until such shareholder approval is obtained.
5
