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As filed with the Securities and Exchange Commission on January 15, 1997
Registration No. 333-_____
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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PHARMAKINETICS LABORATORIES, INC.
(Exact name of registrant as specified in its charter)
MARYLAND 52-1067519
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
302 West Fayette Street
Baltimore, Maryland 21201
(Address of principal executive offices) (Zip Code)
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PHARMAKINETICS LABORATORIES, INC.
1996 INCENTIVE STOCK OPTION PLAN
(Full Title of the Plan)
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James K. Leslie
President and Chief Executive Officer
302 West Fayette Street
Baltimore, Maryland 21201
(410) 385-4500
(Name and address of agent for service including
area code and telephone number of agent for service)
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CALCULATION OF REGISTRATION FEE
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Total of
Securities Amount Proposed Maximum Proposed Maximum Amount of
to be to be Offering Price Aggregate Offering Registration
Registered Registered Per Share (1) Price (1) Fee
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Common Stock 1,500,000 shs. $.453125 $679,687.50 $206.00
$.001 par value
(1) Estimated solely for the purpose of determining the registration fee.
The proposed maximum offering price per share is based upon the mean of the
bid and asked prices for the Registrant's Common Stock, $.001 par value, on
January 10, 1997 as reported by the National Quotation Bureau.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
The following documents filed 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 year
ended June 30, 1996 (SEC File No. 0-11580);.
(b) The Registrant's Quarterly Report on Form 10-Q for the
quarter ended September 30, 1996 (SEC File No. 0-11580);
(c) All other reports filed pursuant to Section 13(a) or
15(d) of the Securities Exchange Act of 1934, as amended, since the end of
the fiscal year for which financial statements were included in the report
referred to in (a) above.
(d) The description of the Registrant's Common Stock, $.001
par value, contained in the registration statement for such class of
securities filed under Section 12 of the Securities Exchange Act of 1934,
as amended, including any amendment or report filed for the purpose of
updating such description.
All reports and other documents subsequently filed by the
Registrant pursuant to Sections 13, 14 and 15(d) of the Securities Exchange
Act of 1934, as amended, prior to the filing of a post-effective amendment
which indicates that all securities offered hereby have been sold or which
deregisters all securities remaining unsold, shall be deemed to be
incorporated by reference herein and to be a part hereof from the date of
the filing of such reports and documents.
Item 4. Description of Securities.
Not applicable; The class of securities covered by this
Registration Statement are registered under Section 12 of the Securities
and Exchange Act of 1934, as amended.
Item 5. Interests of Named Experts and Counsel.
Neither the counsel or auditors named below have an interest in
the Registrant.
The legality of the shares of Common Stock of the Registrant to
which this Registration Statement relates has been passed upon by Shapiro
and Olander, 36 S. Charles Street, 20th Floor, Baltimore, Maryland.
The balance sheets as of June 30, 1996 and 1995 and the statements
of operations, stockholders' equity and cash flows for each of the three
years in the period ended June 30, 1996 incorporated by reference in this
Registration Statement have been incorporated herein by reference in
reliance on the report of Coopers & Lybrand L.L.P., independent
accountants, given on the authority of that firm as experts in accounting
and auditing.
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Item 6. Indemnification of Directors and Officers.
Section 2-418 of the Maryland General Corporation Law establishes
provisions whereby a corporation may indemnify any director or officer,
made party to a civil, criminal, administrative or investigative suit or
proceeding by reason of service in the capacity of a director or officer,
against judgments, penalties, fines and reasonable expenses incurred in
connection with such proceeding, unless it is proved that (a) the act or
omission for which the director or officer seeks indemnification was
material to the cause of action and either was committed in bad faith or
was the result of active and deliberate dishonesty, (b) the director or
officer actually received an improper personal benefit in money, property
or services or (c) in the case of a criminal proceeding, the director or
officer had reasonable cause to believe that the act or omission was
unlawful. If the proceeding is a derivative suit in favor of the
corporation, indemnification may not be made in any proceeding in which the
director or officer is adjudged liable to the corporation. The statute also
provides for indemnification of directors by court order.
In connection with services rendered in administering the Plan,
members of the Board of Directors of the Registrant, including members of a
committee to whom responsibility may be delegated under the Plan, will be
entitled to indemnification to the extent permitted in the Registrant's
Charter. The Registrant's Charter provides for indemnification of any
person who is serving or has served as a director, officer or employee of
the Registrant, against all liabilities and expenses incurred in connection
with any action, suit or proceeding arising out of such service to the full
extent permitted under Maryland law.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
4.1 Copy of the PharmaKinetics Laboratories, Inc. 1996 Incentive
Stock Option Plan.
4.2 Form of Stock Option Agreement.
5. Opinion of Shapiro and Olander as to the legality of the
securities registered hereunder, including the consent of that firm.
23.1 Consent of Shapiro and Olander (incorporated herein by
reference to Exhibit 5).
23.2 Consent of Coopers & Lybrand L.L.P., independent accountants.
Item 9. Undertakings.
(1) The undersigned Registrant hereby undertakes:
(a) 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;
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(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;
provided, however, that paragraphs (l)(a)(i) and (l)(a)(ii) do not
apply if the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed by the
Registrant pursuant to Section 13 or 15(d) of the Securities Exchange Act
of 1934 that are incorporated by reference in the Registration Statement.
(b) 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.
(c) 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.
(2) The undersigned issuer hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of
the issuer's Annual Report pursuant to Section 13(a) or 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.
(3) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the Registrant, 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.
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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 Baltimore, and State of Maryland,
on the 15th day of January, 1997.
PHARMAKINETICS LABORATORIES. INC.
By: /s/ James K. Leslie
-----------------------------
James K. Leslie
President and
Chief Executive Officer
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.
/s/ James K. Leslie January 15, 1997
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James K. Leslie
President and Chief Executive
Officer, Director
(Principal Executive Officer)
/s/ Taryn L. Kunkel January 15, 1997
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Taryn L. Kunkel
Vice President
(Principal Financial and
Accounting Officer)
/s/ Roger C. Thies January 15, 1997
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Roger C. Thies
Director
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Thomas F. Kearns, Jr.
Director
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EXHIBITS INDEX
Regulation S-K
Exhibit Number Description of Document
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Exhibit 4.1 PharmaKinetics Laboratories, Inc. 1996
Incentive Stock Option Plan
Exhibit 4.2 PharmaKinetics Laboratories, Inc. form
of Stock Option Agreement
Exhibit 5 Opinion and consent of
Shapiro and Olander
Exhibit 23.1 Consent of Shapiro and Olander
(incorporated by reference to Exhibit 5)
Exhibit 23.2 Consent of Coopers & Lybrand L.L.P.
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EXHIBIT 4.1
1996 INCENTIVE STOCK OPTION PLAN
1. PURPOSE.
(a) The purpose of the Plan is to provide a means by which selected
key employees of PharmaKinetics Laboratories, Inc., may be given an
opportunity to purchase stock of the Company. The Company, by means of the
Plan, seeks to retain the services of persons now holding key positions, to
secure and retain the services of persons capable of filling such
positions, and to provide incentives for such persons to exert maximum
efforts for the success of the Company.
(b) The Company intends that the options issued under the Plan be
incentive stock options as that term is used in Section 422 of the Internal
Revenue Code of 1986, as amended (the "Code").
2. ADMINISTRATION.
(a) The Plan shall be administered by the Board of Directors (the
"Board") of the Company, if each member is a "disinterested person" as
defined by and subject to the provisions of subparagraph 2(d), unless and
until the Board delegates administration to a committee, as provided in
subparagraph 2(c). Whether or not the Board has delegated administration,
the Board shall have the final power to determine all questions of policy
and expediency that may arise in the administration of the Plan.
(b) The Board shall have the power, subject to, and within the
limitations of, the express provisions of the Plan:
(1) To determine from time to time which of the persons eligible
under the Plan shall be granted options; when and how the options
shall be granted; the provisions of each option granted (which need
not be identical), including the time or times during the term of each
option within which all or portions of such option may be exercised;
and the number of shares for which an option shall be granted to each
person.
(2) To construe and interpret the Plan and options granted under
it, and to establish, amend and revoke rules and regulations for its
administration. The Board, in the exercise of this power, may correct
any defect, omission or inconsistency in the Plan or in any option
agreement, in a manner and to the extent it shall deem necessary or
expedient to make the Plan fully effective.
(3) To amend the Plan as provided in paragraph 10.
(4) Generally, to exercise such powers and to perform such acts as
the Board deems necessary or expedient to promote the best interest of
the Company.
(c) The Board may delegate administration of the Plan to a committee
composed of not fewer than three (3) members of the Board, all of the
members of which committee shall be "disinterested persons," as defined by
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and subject to the provisions of subparagraph 2(d) (the "Committee"). If
administration is delegated to a Committee, the Committee shall have, in
connection with the administration of the Plan, the powers theretofore
possessed by the Board, subject, however, to such resolutions, not
inconsistent with the provisions of the Plan, as may be adopted from time
to time by the Board. The Board may abolish the Committee at any time and
revest in the Board the administration of the Plan.
(d) The term "disinterested person" as used in this Plan, shall mean
an administrator of the Plan, whether a member of the Board or of any
Committee to which responsibility for administration of the Plan has been
delegated pursuant to subparagraph 2(c), who is not at the time he or she
exercises discretion in administering the Plan eligible and has not at any
time within one year prior thereto been eligible for selection as a person
to whom "equity securities" (hereafter defined) may be granted or awarded
pursuant to the Plan or any other plan of the Company or any of its
Affiliates entitling the participants therein to acquire equity securities
of the Company or any of its Affiliates, except as permitted by Rule 16b-3
promulgated under the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), as from time to time in effect. Any such person shall
otherwise comply with the requirements of Rule 16b-3, as from time to time
in effect. The term "equity securities" shall have the meaning set forth
in Rule 16a-1 promulgated under the Exchange Act, as from time to time in
effect. Any requirement that an administrator of the Plan be a
"disinterested person" shall not apply in the event that administration by
"disinterested persons" is no longer required by Rule 16b-3 or its
successors.
3. SHARES SUBJECT TO THE PLAN.
(a) Subject to the provisions of paragraph 9 relating to adjustments
upon changes in stock, the stock that may be sold pursuant to options
granted under the Plan shall not exceed in the aggregate one million five
hundred thousand (1,500,000) shares of the Company's Common Stock, par
value $.001 per share (the "Common Stock"). If any option granted under the
Plan shall for any reason expire or otherwise terminate without having been
exercised in full, the stock not purchased under such option shall again
become available for the Plan. In addition, if options granted under the
Plan are exercised in accordance with the option prior to the full vesting
thereof, and shares of the stock so acquired are thereafter repurchased by
the Company in accordance with the terms of such option, the stock so
repurchased shall again become available for the Plan.
(b) The stock subject to the Plan may be unissued shares or reacquired
shares, bought on the market or otherwise.
(c) The aggregate fair market value (determined as of the time the
option is granted) of the stock with respect to which options are
exercisable for the first time by any optionee during any calendar year
(including for purposes of this calculation stock with respect to which
options become exercisable under incentive stock options granted after
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December 31, 1986 under all plans of the Company or any subsidiary which
provide for the granting of incentive stock options) shall not exceed
$100,000.
4. ELIGIBILITY.
(a) Options may be granted only to key employees (including officers)
of the Company or its parent or subsidiaries (collectively, "Affiliates").
A director of the Company shall not be eligible for the benefits of the
Plan unless such director is also a key employee (including an officer) of
the Company or any Affiliates, and in such case, such person shall only be
eligible in the capacity as an employee.
(b) A director who is also an employee shall in no event be eligible
for the benefits of the Plan unless and until such director is expressly
declared eligible to participate in the Plan by action of the Board or the
Committee, and only if, at any time discretion is exercised by the Board or
the Committee in the selection of a director as a person to whom options
may be granted, or in the determination of the pricing and number of shares
which may be covered by options and timing of exercise of options granted
to a director, the Board or the Committee shall comply with the
requirements of Rule 16b-3 promulgated under the Exchange Act, as from time
to time in effect.
(c) No person shall be eligible for the grant of an option under the
Plan if, at the time of grant, such person owns (or is deemed to own
pursuant to Section 424(d) of the Code) stock possessing more than ten
percent (10%) of the total combined voting power of all classes of stock of
the Company or any of its Affiliates unless the option price is at least
one hundred ten percent (110%) of the fair market value of such stock at
the date of the grant and the term of the option does not exceed five (5)
years from the date of grant.
5. OPTION PROVISIONS.
Each option shall be in such form and shall contain such terms and
conditions as the Board or the Committee shall deem appropriate. The
provisions of separate options need not be identical, but each option shall
include (through incorporation or provisions hereof by reference in the
option or otherwise) the substance of each of the following provisions:
(a) The term of the option shall not be greater than ten (10) years
from the date it was granted.
(b) The exercise price of each option shall be not less than one
hundred percent (100%) of the fair market value of the stock subject to the
option on the date the option is granted.
(c) The purchase price of the stock acquired pursuant to an option
shall be paid, as specified in the option, either (i) in cash at the time
the option is exercised, or (ii) at the discretion of the Board or the
Committee, (A) by delivery to the Company of other common stock of the
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Company, (B) according to a deferred payment or other arrangement (which
may include, without limiting the generality of the foregoing, the use of
other common stock of the Company) with the person to whom the option is
granted or to whom the option is transferred pursuant to subparagraph 5(d),
or (C) in any other form of legal consideration that may be acceptable to
the Board or the Committee in their discretion, either at the time of grant
or exercise of the option.
In the case of any deferred payment arrangement specified at the time
of grant, an interest rate shall be stated which is not less than the rate
then specified which will prevent any imputation of higher interest under
Section 483, 1274, or 7872 of the Code.
(d) An option shall not be transferable except by will or by the laws
of descent and distribution, and shall be exercisable during the lifetime
of the person to whom the option is granted only by such person.
(e) The total number of shares of stock subject to an option may, but
need not, be allotted in periodic installments (which may, but need not, be
equal). From time to time during each of such installment periods, the
option may be exercised with respect to some or all of the shares allotted
to any prior period as to which the option was not fully exercised. During
the remainder of the term of the option (if its term extends beyond the end
of the installment periods), the option may be exercised from time to time
with respect to any shares then remaining subject to the option. The
provisions of this subparagraph 5(e) are subject to any option provisions
governing the minimum number of shares to which an option may be exercised.
(f) The Company may require any optionee, or any person to whom an
option is transferred under subparagraph 5(d), as a condition of exercising
any such option, to give written assurance satisfactory to the Company
stating that such person is acquiring the stock subject to the option for
such person's own account and not with any present intention of selling or
otherwise distributing the stock. The requirement of providing written
assurances, and any assurances given pursuant to the requirement, shall be
inoperative if (i) the issuance of the shares upon exercise of the option
has been registered under a then currently effective registration statement
under the Securities Act of 1933, as amended (the "Securities Act"), or
(ii) a determination is made by counsel for the Company that such written
assurances are not required in the circumstances under the then applicable
federal securities laws.
(g) An option shall terminate three (3) months after termination of
the optionee's employment with the Company or an Affiliate, unless (i) the
termination of employment of the optionee is due to such person's permanent
and total disability, within the meaning of Section 22(e)(3) of the Code,
or such person's death, in which cases the option may, but need not,
provide that it may be exercised at any time no longer than (1) year
following such termination of employment by such optionee or, if
termination is due to death, by the person or persons to whom the
optionee's rights under such option pass by will or by the laws of descent
and distribution; or (ii) the option by its terms specifies either (A) that
it shall terminate sooner than three (3) months after termination of the
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optionee's employment, or (B) that, in the case of death or disability, it
may be exercised more than three (3) months after termination of the
optionee's employment with the Company or an Affiliate. This subparagraph
5(g) shall not be construed to extend the term of any option or to permit
anyone to exercise the option after expiration of its term, nor shall it be
construed to increase the number of shares as to which any option is
exercisable from the amount exercisable on the date of termination of the
optionee's employment.
(h) The option may, but need not, include a provision whereby the
optionee may elect at any time during the term of his or her employment
with the Company or any Affiliate to exercise the option as to any part or
all of the shares subject to the option prior to the stated vesting date of
the option or of any installment or installments specified in the option.
Any shares so purchased from any vested installment or option may be
subject to a repurchase right in favor of the Company or to any other
restriction the Board or the Committee determines to be appropriate.
6. COVENANTS OF THE COMPANY.
(a) During the terms of the options granted under the Plan, the
Company shall keep available at all times the number of shares of stock
required to satisfy such options.
(b) The Company shall seek to obtain from each regulatory commission
or agency having jurisdiction over the Plan such authority as may be
required to issue and sell shares of stock upon exercise of the options
granted under the Plan; provided, however, that this undertaking shall not
require the Company to register under the Securities Act either the Plan,
any option granted under the Plan or any stock issued or issuable pursuant
to any such option. If the Company is unable to obtain from any such
regulatory commission or agency the authority which counsel for the Company
deems necessary for the lawful issuance and sale of stock under the Plan,
the Company shall be relieved from any liability for failure to issue and
sell stock upon exercise of such options unless and until such authority is
obtained.
7. USE OF PROCEEDS FROM STOCK.
Proceeds from the sale of stock pursuant to options granted under the
Plan shall constitute general funds of the Company.
8. MISCELLANEOUS.
(a) The Board or the Committee shall have the power to accelerate the
time during which an option may be exercised, notwithstanding the
provisions in the option stating the time during which it may be exercised.
(b) Neither an optionee nor any person to whom an option is
transferred under subparagraph 5(d) shall be deemed to be the holder of, or
to have any of the rights of a holder with respect to, any shares subject
to such option unless and until such person has satisfied all requirements
for exercise of the option pursuant to its terms.
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9. ADJUSTMENTS UPON CHANGES IN STOCK.
(a) If any change is made in the stock subject to the Plan, or subject
to any option granted under the Plan (through merger, consolidation,
reorganization, recapitalization, stock dividend, dividend in property
other than cash, stock split, liquidating dividend, combination of shares,
exchange of shares, change in corporate structure or otherwise), the Board
may make appropriate adjustments in the maximum number of shares subject to
the Plan and the number of shares and price per share of stock subject to
outstanding options.
(b) In the event of: (1) a dissolution or liquidation of the Company;
(2) a merger or consolidation in which the Company is not the surviving
corporation; (3) a reverse merger in which the Company is the surviving
corporation but the shares of the Company's Common Stock outstanding
immediately preceding the merger are converted by virtue of the merger into
other property, whether in the form of securities, cash or otherwise; or
(4) any other capital reorganization in which more than fifty percent (50%)
of the shares of the Company entitled to vote are exchanged, any
outstanding options under the Plan shall terminate, unless another
corporation assumes such options or substitutes similar options for those
under the Plan or the Board determines in its sole discretion that such
options shall continue in full force and effect.
10. AMENDMENT OF THE PLAN.
(a) The Board at any time, and from time to time, may amend the Plan.
However, except as provided in paragraph 9 relating to adjustments upon
changes in stock, no amendment shall be effective unless approved by the
vote of the holders of a majority of the shares of Common Stock of the
Company represented in person or by proxy at the meeting of stockholders at
which approval is sought or by the unanimous written consent of the holders
of all outstanding shares of the Company entitled to vote, within twelve
(12) months before or after the adoption of the amendment, where the
amendment will:
(i) Increase the number of shares reserved for options under the
Plan;
(ii) Materially modify the requirements as to eligibility for
participation in the Plan; or
(iii) Materially increase the benefits accruing to participants
under the Plan.
It is expressly contemplated that the Board may amend the Plan in any
respect the Board deems necessary or advisable to provide optionees with
the maximum benefits provided or to be provided under the provisions of the
Code and the regulations promulgated thereunder relating to employee
incentive stock options and/or to bring the Plan and/or options granted
under it into compliance therewith.
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(b) Rights and obligations under any option granted before amendment
of the Plan shall not be altered or impaired by any amendment of the Plan,
except with the consent of the person to whom the option was granted.
11. TERMINATION OR SUSPENSION OF THE PLAN.
(a) The Board may suspend or terminate the Plan at any time. Unless
sooner terminated, the Plan shall terminate on the day preceding the tenth
anniversary of the Effective Date of the Plan (hereinafter defined). No
options may be granted under the Plan while the Plan is suspended or after
it is terminated.
(b) Rights and obligations under any option granted while the Plan is
in effect shall not be altered or impaired by suspension or termination of
the Plan, except with the consent of the person to whom the option was
granted.
12. EFFECTIVE DATE OF PLAN.
The Plan shall become effective as of January 31, 1996 (the "Effective
Date"), but no options granted under the Plan shall be exercised unless and
until the Plan has been approved by the vote of the holders of a majority
of the shares of Common Stock of the Company represented in person or by
proxy at the meeting of stockholders at which such approval is sought or by
the unanimous written consent of the holders of all outstanding shares of
the Company entitled to vote.
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EXHIBIT 5
January 15, 1997
PharmaKinetics Laboratories, Inc.
302 West Fayette Street
Baltimore, Maryland 21201
Ladies and Gentlemen:
You have requested our opinion as counsel to PharmaKinetics
Laboratories, Inc., a Maryland corporation (the "Company"), in connection
with the registration under the Securities Act of 1933, as amended, and the
offering by the Company, pursuant to its 1996 Incentive Stock Option Plan
(the "Plan"), of 1,500,000 shares of its common stock (the "Common Stock").
We have examined the Company's registration statement on Form S-8
filed with the Securities and Exchange Commission on January 15, 1997 (the
"Registration Statement"). We further have examined the Articles of
Incorporation of the Company and By-Laws of the Company as each has been
amended to date, the Plan, and such corporate proceedings of the Company as
we have deemed appropriate for purposes of rendering this opinion.
Based on the foregoing, it is our opinion that the shares of the
Common Stock, upon issuance and sale against payment therefor in accordance
with the Plan, will be legally and validly issued and outstanding, fully
paid and nonassessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the use of our name in the Registration
Statement under Item 5.
Very truly yours,
/s/ Shapiro and Olander
SHAPIRO AND OLANDER
EXHIBIT 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this registration
statement of PharmaKinetics Laboratories, Inc. on Form S-8 of our report
dated August 14, 1996, on our audits of the consolidated financial
statements and financial statement schedule of PharmaKinetics Laboratories,
Inc. as of June 30, 1996 and 1995, and for the three years in the period
ended June 30, 1996, which report is included in the Annual Report on Form
10-K of PharmaKinetics Laboratories, Inc.
We also consent to the reference to our firm under the caption
"Interests of Named Experts and Counsel" in the Registration Statement.
Coopers & Lybrand L.L.P.
Baltimore, Maryland
January 14, 1997
<PAGE>1
EXHIBIT 4.2
PHARMAKINETICS LABORATORIES, INC.
Incentive Stock Option Plan
INCENTIVE STOCK OPTION AGREEMENT
FOR
------------------------------------
(Name of recipient)
We are pleased to advise you that PharmaKinetics Laboratories, Inc.
(the "Company") hereby grants to you, subject to your acceptance which
shall be indicated by your execution of this Agreement below, an option to
purchase, pursuant to the Company's Incentive Stock Option Plan (the
"Plan"), _______ shares of the Company's Common Stock, $.001 par value each
(the "Shares"), at $_______ per share. The date of grant of the option
provided hereby shall for all purposes be _____________, 199___. This
option is intended to be an incentive stock option within the meaning of
Section 422A of the Internal Revenue Code (the "Code").
The stock option is subject in all respect to the applicable
provisions of the Plan, a complete copy of which has been furnished to you
and receipt of which you acknowledge by acceptance of this option. Such
provisions are incorporated herein by reference and made a part hereof.
In addition to the terms, conditions and restrictions set forth in the
Plan, all terms, conditions and restrictions set forth in this Agreement,
including the following, are applicable to the option grant as evidenced
hereby:
(1) The Company may postpone the issuance and delivery of any Shares
until the completion or amendment of any registration or qualification of
the Shares, under any federal or state law, rule or regulation which the
Company may determine to be necessary or advisable.
(2) Subject to the provisions of paragraph (1), in the event that, at
the time of issuance of the Shares to you pursuant to exercise of the
option provided by this Agreement, there shall not be in effect a current
registration statement under the Securities Act of 1933 (the "Act") with
respect to such issuance, you shall, prior to issuance of the Shares to
you, (a) represent to the Company, in form satisfactory to counsel for the
Company, that you are acquiring the Shares for your own account and not
with a view to the resale or distribution thereof, and (b) agree that none
of the Shares issued to you pursuant to exercise of the option provided
hereby may be sold, transferred or otherwise disposed of unless: (i) a
registration statement under the Act shall be effective at the time of
disposition with respect to the Shares sold, transferred or otherwise
disposed of; (ii) the Company shall have received an opinion of counsel or
other information and representations, satisfactory to it to the effect
that registration under the Act is not required by reason of Rule 144 under
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the Act or otherwise; or (iii) a "no-action" letter shall have been
received from the staff of the Securities and Exchange Commission to the
effect that such sale, transfer or other disposition may be made without
registration.
(3) This option may not be exercised prior to __________, 199__.
Thereafter, the option shall be exercisable only as follows:
(i) During the period of twelve (12) months beginning _________,
199__, the option may be exercised to the extent of one-quarter of the
aggregate number of Shares originally covered by the option.
(ii) During the next twelve (12) month period beginning
__________, 199___, the option may be exercised to the extent of an
additional one-quarter, or one-half, of the aggregate number of shares
originally covered by the option.
(iii) During the next twelve (12) month period beginning
___________, 199___, the option may be exercised to the extent of an
additional one-quarter, or three-quarters, of the aggregate number of
shares originally covered by the option.
(iv) During the final twelve (12) month period beginning
____________, 199___, the option may be exercised to the extent of an
additional one-quarter of the aggregate number of Shares originally
covered by the option, and to the extent the right to exercise the option
theretofore that has accrued and has not been exercised.
(v) At any time on and after __________, 199___, the option shall
be exercisable in full except to the extent it theretofore shall have been
exercised.
(vi) To the extent not exercised, installments shall accumulate
and be exercisable by you, in whole or in part, in any subsequent period
but not after the expiration of ten (10) years from the date of grant of
the option. The option will expire at the close of business on
_____________, 200___.
(4) Nothing contained in this Agreement shall restrict the right of
the Company or any of its subsidiary corporations to terminate your
employment at any time, with or without cause. The termination of
employment, whether by the Company or any of its subsidiary corporations or
otherwise, and regardless of the reason therefore, shall have the
consequences provided for under the Plan.
Subject to the terms and conditions set forth in this Agreement and in
the Plan, the stock option shall be exercised by written notice to the
Company. Each such notice shall:
(a) state the election to exercise the stock option and the number of
shares in respect of which it is being exercised;
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<PAGE>3
(b) be signed by you or, in the event of your death or disability, by
the party entitled to exercise the option; and
(c) be accompanied by cash or a check in the amount of the option
price payable to the order of the Company, or, at the discretion of the
Board of Directors of the Company or the appropriate Committee under the
Plan, (i) certificates for shares of Common Stock of the Company (together
with duly executed stock powers), or (ii) a deferred payment or other
arrangement or (iii) any other form of legal consideration that may be
acceptable to the Board or the Committee in their discretion. The value of
any shares of Common Stock delivered in full or partial payment of the
option price shall be determined by the Board of Directors of the Company
or the appropriate Committee under the Plan.
For all purposes of the Plan the date of exercise shall be the date on
which notice and any required payment shall have been delivered to the
Company.
Any notice to be given to the Company (including notice of exercise of
all or part of a stock option) shall be in writing and either hand
delivered or mailed to the office of the Secretary of the Company. If
mailed, it shall be addressed to the Secretary of the Company at 302 West
Fayette Street, Baltimore, Maryland 21201. Any notice given to you shall
be addressed to you at your address as reflected in the personnel records
of the Company, or at such other address as either party hereto may
hereafter designate by like notice to the other. Notice shall be deemed to
have been duly delivered when hand delivered or, if mailed, on the day such
notice is postmarked.
PHARMAKINETICS LABORATORIES, INC.
By:_______________________________
In order to indicate your acceptance of the stock option granted by this
Agreement, subject to the restrictions and upon the terms and conditions
set forth above and in the Plan, please execute and immediately return to
the Secretary of the Company the enclosed duplicate original of this
Agreement. The grant shall be deemed to have been withdrawn if your
acceptance has not been received at the office of the Secretary of the
Company by 5:00 p.m. on __________, 199____.
ACCEPTED AND AGREED TO:
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Employee Signature
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Date
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