AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION VIA EDGAR
REGISTRATION NO. _______
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1993
MOTOR CLUB OF AMERICA
(Exact name of registrant as specified in its charter)
NEW JERSEY 22-0747730
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
95 Route 17 South, Paramus, New Jersey 07653 (201) 291-2000
(Address including zip code and telephone number, including area code of
Registrant's Principal Executive Offices)
MOTOR CLUB OF AMERICA
1987 STOCK OPTION PLAN
1992 STOCK OPTION PLAN
(Full title of the plan)
Stanley U. North III, Esq.
Sills Cummis Zuckerman Radin Tischman Epstein & Gross, P.A.
One Riverfront Plaza
Newark, New Jersey 07102
(973) 643-7000
(Name, address including zip code and telephone number, including
area code, of agent for service)
Calculation Of Registration Fee
<TABLE>
<CAPTION>
Title of securities to be Amount to be Proposed maximum Proposed maximum Amount of registration
registered registered offering price per unit(1) aggregate offering price fee
<S> <C> <C> <C> <C>
Common Stock, $.50 200,000 $16.25 $3,250,000 $958.75
par value
(1) Estimated, pursuant to Rule 457(h), solely for the purpose of calculating the registration fee.
</TABLE>
<PAGE>
EXPLANATORY NOTE
This Registration Statement has been prepared in accordance with the
requirements of Form S-8 and Form S-3. The Form S-8 portion of this
Registration Statement will be used for offers of Common Stock of the
Registrant pursuant to the Registrant's 1987 Stock Option Plan (the "1987
Plan") and the 1992 Stock Option Plan (the "1992 Plan"). The Prospectus filed
as part of this Registration Statement has been prepared in accordance with the
requirements of Part I of Form S-3 and will be used for reofferings or resales
of Common Stock to be acquired by the class of persons named therein pursuant
to the Registrant's 1987 and 1992 Plans. A cross reference sheet is provided
for such prospectus.
<PAGE>
MOTOR CLUB OF AMERICA
_________________
Cross-Reference Sheet
Pursuant to Item 501(b) of Regulation S-K
FORM S-3 ITEM AND HEADING LOCATION IN PROSPECTUS
I. Forepart of Registration Statement and Front Cover Page
Outside Front Cover Page of Prospectus
II. Inside Front and Outside Back Cover Pages Inside Front Cover Page
of Prospectus
III. Summary Information, Risk Factors and The Company
Ratio of Earnings to Fixed Charges
IV. Use of Proceeds Not applicable
V. Determination of Offering Price Not applicable
VI. Dilution Not applicable
VII. Selling Security Holders Selling Stockholders
VIII. Plan of Distribution Plan of Distribution
IX. Description of Securities to be Registered Not applicable
X. Interests of Named Experts and Counsel Legal Matters; Experts
XI. Material Changes Not applicable
XII. Incorporation of Certain Information by Incorporation of Certain
Reference Documents by Reference
XIII. Disclosure of Commission Position on Indemnification
Indemnification for Securities Act
Liabilities
<PAGE>
PROSPECTUS
MOTOR CLUB OF AMERICA
200,000 Shares of Common Stock
(par value $.50 per share)
This Prospectus relates to the offer and sale of shares of Common Stock
of MOTOR CLUB OF AMERICA (the "COMPANY"), par value $.50 per share (the "COMMON
STOCK"), which may be offered hereby from time to time by any and/or all of the
selling stockholders as described herein (the "SELLING STOCKHOLDERS") for their
own benefit. The Company will receive no part of the proceeds of sales made
hereunder. All expenses of registration incurred in connection with this
offering are being borne by the Company, but all selling and other expenses
incurred by the Selling Stockholders will be borne by such Selling
Stockholders. None of the shares offered pursuant to this Prospectus have been
registered prior to the filing of the Registration Statement of which this
Prospectus is a part.
All or a portion of the shares of Common Stock offered hereby may be
offered for sale, from time to time, on the National Association of Securities
Dealers Automated Quotation (NASDAQ) system, or otherwise, at prices and terms
then obtainable. All brokers' commissions, concessions or discounts will be
paid by the Selling Stockholders.
The Selling Stockholders and any broker executing selling orders on
behalf of the Selling Stockholders may be deemed to be an "underwriter" within
the meaning of the Securities Act of 1933, as amended (the "SECURITIES ACT"),
in which event commissions received by such broker may be deemed to be
underwriting commissions under the Securities Act.
The Common Stock of the Company is listed on the NASDAQ National Market
System under the symbol MOTR. On May 19, 1998 the last reported closing price
of the Company's Common Stock on the NASDAQ National Market System was $16.25.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR BY ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED
UPON THE ACCURACY OR ADEQUACY OF THE PROSPECTUS. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.
No person has been authorized to give any information or to make any
representations, other than those contained in this Prospectus, and, if given
or made, such information or representation should not be relied upon as having
been authorized by the Company. This prospectus does not constitute an offer
to sell or a solicitation of an offer to buy any security in any jurisdiction
in which, or to any person to whom such offer or solicitation would be
unlawful. Neither the delivery of this Prospectus nor any distribution of the
securities made under this Prospectus shall under any circumstances create any
implication that there has been no change in the affairs of the Company or in
any other information contained herein since the date of the Prospectus.
______________________________
The date of this Prospectus is May 21, 1998.
<PAGE>
TABLE OF CONTENTS
PAGE
----
Available Information....................................................3
Incorporation of Certain Documents By Reference..........................3
The Company..............................................................4
Selling Stockholders.....................................................4
Plan of Distribution.....................................................6
Legal Matters............................................................6
Experts..................................................................6
Indemnification..........................................................7
-2-
<PAGE>
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "EXCHANGE ACT"), and in
accordance therewith files reports, proxy statements and other information with
the Securities and Exchange Commission (the "SEC"). Such reports, proxy
statements and other such information filed by the Company with the SEC can be
inspected and copied at the public reference facilities maintained by the SEC
at 450 Fifth Street, N.W., Washington, D.C. 20549 and at the regional offices
of the SEC, located at 75 Park Place, 14th Floor, New York, New York 10007.
Copies of such material can also be obtained at prescribed rates from the
Public Reference Section of the SEC, 450 Fifth Street, N.W., Washington, D.C.
20549, or from the SEC's website at http://www.sec.gov.
In addition, the Company's Common Stock is listed on the NASDAQ National
Market System and similar information concerning the Company can be inspected
and copied at the National Association of Securities Dealers offices at its
Corporate Financing Department, Executive Office, 1735 K Street, N.W.,
Washington, D.C.
This Prospectus does not contain all of the information set forth in the
Registration Statement of which this Prospectus is a part and which the Company
has filed with the SEC. For further information with respect to the Company
and the securities offered hereby, reference is made to the Registration
Statement, including the exhibits filed as a part thereof, copies of which may
be inspected at or obtained at prescribed rates from the Public Reference
Section of the SEC.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed by the Company with the SEC are
incorporated hereby by reference:
A. The Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1997, filed pursuant to Section 13(a) of the Exchange Act.
B. The Company's Quarterly Report on Form 10-Q for the quarter ended
March 31, 1998, filed pursuant to Section 13(a) of the Exchange Act.
All documents filed by the Company pursuant to Sections 13(a), 13(c), 14
and 15(d) of the Exchange Act subsequent to the date of this Prospectus and
prior to the filing of a post-effective amendment which indicates that all such
securities offered hereby have been sold or which deregisters all securities
then remaining to be sold shall be deemed to be incorporated by reference into
this Prospectus and to be a part hereof from the date of filing of such
documents.
Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Prospectus to the extent that a statement contained
herein, or in any other subsequently filed document that also is or is deemed
to be incorporated by reference herein, modifies or supersedes such statement.
Any statement so modified or superseded shall not be deemed, except as so
modified or superseded, to constitute a part of this Prospectus.
The Company hereby undertakes to provide without charge to each person to
whom a copy of this Prospectus is delivered, upon written or oral request of
such person, a copy of any and all of the information that has been
incorporated by reference (other than the exhibits to such documents unless
such exhibits are specifically incorporated by reference into such documents).
Requests should be directed to Patrick J. Haveron, Executive Vice President and
Chief Financial Officer, MOTOR CLUB OF AMERICA, 95 Route 17 South, Paramus, New
Jersey 07653, telephone number (201) 291-2000.
-3-
<PAGE>
THE COMPANY
The Corporation was incorporated in the state of New Jersey in 1933, and
is the successor to a New Jersey corporation organized in 1926. The executive
offices of Motor Club of America are at 95 Route 17 South, Paramus, New Jersey
07653, and its telephone number is (201) 291-2000
SELLING STOCKHOLDERS
The shares of Common Stock covered by this Prospectus are being
registered for reoffers and resales by Selling Stockholders of the Company who
may acquire such shares pursuant to the exercise of options granted or to be
granted under the Company's 1987 Stock Option Plan (the "1987 Plan") and 1992
Stock Option Plan (the "1992 Plan"). The Selling Stockholders named below may
reoffer and resell all, a portion, or none of the shares that they acquire
pursuant to the exercise of options under the Plan.
Key employees of the Company who may acquire Common Stock under the Plan
may be added, from time to time, to the table of Selling Stockholders listed
below, either by a post-effective amendment hereto or by a prospectus
supplement filed pursuant to Rule 424(c) under the Securities Act.
The following table shows the names of the Selling Stockholders, their
positions with the Company, the number of shares of Common Stock known by the
Company to be beneficially owned by each of the Selling Stockholders as of the
date hereof, the number of shares owned by each of the Selling Stockholders
subject to the Stock Options covered by this Prospectus and the amount of and
the percentage (if one percent or more) of the Common Stock to be owned by each
Selling Stockholder if he or she were to exercise of all the Options he or she
has been granted to the date of this Registration Statement:
-4-
<PAGE>
<TABLE>
<CAPTION>
SELLING SHAREHOLDER POSITION WITH COMPANY NUMBER OF SHARES OF NUMBER OF SHARES OF
COMMON STOCK COMMON STOCK SHARES TO BE OWNED UPON EXERCISE
BENEFICIALLY OWNED SUBJECT TO OPTION OF ALL OPTIONS
<S> <C> <C> <C> <C> <C>
NUMBER PERCENT
Stephen A. Gilbert President and Chief 28,000 25,000 45,500 1.1%
Executive Officer
George Meyers Vice President 5,000 8,750 20,000 *
Charles Pelosi Vice President 9,750 5,000 14,750 *
Myron Rogow Vice President 6,450 8,750 11,450 *
Patrick J. Haveron Executive Vice 9,350 18,750 14,350 *
President and Chief
Financial Officer
Robert Farnam Assistant Vice 3,500 4,000 6,000 *
President
Thomas McCaffery Assistant Vice 1,500 4,000 4,000 *
President
Joseph Mariani Assistant Vice 3,500 4,000 6,000 *
President
Wallace Weber Assistant Vice 2,100 3,250 4,600 *
President
Peter Barbano Secretary and Assoc. 3,500 2,500 6,000 *
General Counsel
Bruce Patterson Vice President 6,250 6,750 12,250 *
</TABLE>
-5-
<PAGE>
PLAN OF DISTRIBUTION
Any shares of Common Stock sold pursuant to this Prospectus will be sold
by the Selling Stockholders for their own accounts and they will receive all
proceeds from any such sales. The Company will receive none of the proceeds
from the sale of shares which may be offered hereby but may receive funds upon
the exercise of the options pursuant to which the Selling Stockholders will
acquire the shares covered by this Prospectus, which funds, if any, will be
used for working capital or other corporate purposes. The Selling Stockholders
have not advised the Company of any specific plans for the distribution of the
shares of Common Stock covered by this Prospectus, but, if and when shares are
sold, it is anticipated that the shares will be sold from time to time
primarily in transactions on the NASDAQ National Market System at the market
price then prevailing, although sales may also be made in negotiated
transactions or otherwise, at prices related to such prevailing market price or
otherwise. If shares of Common Stock are sold through brokers, the Selling
Stockholders may pay customary brokerage commissions and charges. The Selling
Stockholders may effect such transactions by selling shares to or through
broker-dealers, and such broker-dealers may receive compensation in the form of
discounts, concessions or commissions from the Selling Stockholders and/or the
purchasers of shares for whom such broker-dealers may act as agent or to whom
they may sell as principal, or both (which compensation as to a particular
broker-dealer might be in excess of customary commissions). The Selling
Stockholders and any broker-dealers that act in connection with the sale of the
shares hereunder might be deemed to be "underwriters" within the meaning of
Section 2(11) of the Securities Act, and any commissions received by them and
any profit on the resale of shares as principal might be deemed to be
underwriting discounts and commissions under the Securities Act.
There can be no assurances that the Selling Stockholders will sell any or
all of the shares of Common Stock offered hereunder.
LEGAL MATTERS
The validity of the shares of Common Stock offered hereby will be passed
upon for the Company by Sills Cummis Zuckerman Radin Tischman Epstein & Gross,
P.A., Newark, New Jersey.
EXPERTS
The consolidated balance sheets as of December 31, 1997 and 1996, and the
consolidated statements of operations, shareholders' equity, and cash flows for
each of the three years in the period ended December 31, 1997, incorporated by
reference in this prospectus, have been incorporated herein in reliance upon the
report of Coopers & Lybrand L.L.P., independent accountants, given on the
authority of that firm as experts in accounting and auditing.
-6-
<PAGE>
INDEMNIFICATION
The Company's Certificate of Incorporation and Bylaws provide that the
Company shall, to the fullest extent permitted by the New Jersey Business
Corporation Act, as it is now or hereafter may be in effect, indemnify a
director, officer or other agent of the Company against his liabilities in
connection with any proceeding by or in the right of the Company to procure a
judgment in its favor which involves such person by reason of his being or
having been such officer, director or other agent; provided, however, that no
indemnification shall be made to or on behalf of the Company if a judgment or
other final adjudication adverse to such person establishes that his acts or
omissions (a) were in breach of his loyalty to the Company or its shareholders,
(b) were not in good faith or involved a knowing violation of law or (c)
resulted in receipt by such person of an improper personal benefit.
The Company currently maintains policies of insurance under which the
directors and officers of the Company are insured, within the limits and
subject to the limitations of the policies, against certain expenses in
connection with the defense of actions, suits or proceedings, and certain
liabilities which might be imposed as a result of such actions, suits or
proceedings, to which they are parties by reason of being or having been such
directors and/or officers.
Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers or persons controlling the Company
pursuant to the foregoing provisions, the Company has been informed that in the
opinion of the Securities and Exchange Commission such indemnification is
against public policy as expressed in the Securities Act and is therefore
unenforceable.
-7-
<PAGE>
PART II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3.DOCUMENTS INCORPORATED BY REFERENCE
Motor Club of America (the "COMPANY") hereby incorporates by reference
into this Registration Statement the following documents which have been filed
by the Company with the Securities and Exchange Commission (the "SEC"):
(a) The Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1997, filed pursuant to Section 13(a) of the Securities Exchange
Act of 1934, as amended (the "EXCHANGE ACT").
All documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act, 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 in this Registration Statement and to be a part
hereof from the date of 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
The Company's Certificate of Incorporation and Bylaws provide that the
Company shall, to the fullest extent permitted by the New Jersey Business
Corporation Act, as it is now or hereafter may be in effect, indemnify a
director, officer or other agent of the Company against his liabilities in
connection with any proceeding by or in the right of the Company to procure a
judgment in its favor which involves such person by reason of his being or
having been such officer, director or other agent; provided, however, that no
indemnification shall be made to or on behalf of the Company if a judgment or
other final adjudication adverse to such person establishes that his acts or
omissions (a) were in breach of his loyalty to the Company or its shareholders,
(b) were not in good faith or involved a knowing violation of law or (c)
resulted in receipt by such person of an improper personal benefit.
The Company currently maintains policies of insurance under which the
directors and officers of the Company are insured, within the limits and
subject to the limitations of the policies, against certain expenses in
connection with the defense of actions, suits or proceedings, and certain
liabilities which might be imposed as a result of such actions, suits or
proceedings, to which they are parties by reason of being or having been such
directors and/or officers.
Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers or persons controlling the Company
pursuant to the foregoing provisions, the Company has been informed that in the
opinion of the Securities and Exchange Commission such indemnification is
against public policy as expressed in the Securities Act and is therefore
unenforceable.
II-1
ITEM 7.EXEMPTION FROM REGISTRATION CLAIMED.
Not Applicable.
ITEM 8.EXHIBITS
EXHIBIT NUMBER EXHIBIT
4.1 Motor Club of America 1987 Stock Option Plan
4.2 Motor Club of America 1992 Stock Option Plan
4.3 Form of 1987 Stock Option Agreement
4.4 Form of 1992 Stock Option Agreement
5.1 Opinion of Sills Cummis Zuckerman Radin Tischman
Epstein & Gross, P.A. as to Legality
23.1 Consent of Sills Cummis Zuckerman Radin Tischman
Epstein & Gross, P.A. (included in Exhibit 5.1)
23.2 Consent of Coopers & Lybrand L.L.P.
24 Powers of Attorney (included in the signature pages of
this Registration Statement)
ITEM 9. UNDERTAKINGS
The undersigned Registrant hereby undertakes to file, during any period
in which offers or sales are being made, post-effective amendments to this
Registration Statement: (i) to include any prospectus required by Section
10(a)(3) of the Securities Act of 1993, as amended (the "SECURITIES ACT");
(ii) to reflect in the prospectus any facts or events arising after the
effective date of this Registration Statement (or the most recent post-
effective amendment hereof) which, individually or in the aggregate, represent
a fundamental change in the information set forth in this Registration
Statement; and (iii) to include any material information with respect to the
plan of distribution not previously disclosed in this Registration Statement or
any material change to such information in this Registration Statement;
provided, however, that (i) and (ii) above shall not apply if the information
required to be included in a post-effective amendment is contained in periodic
reports filed by the Registrant pursuant to Section 13 or Section 15(d) of the
Exchange Act that are incorporated by reference in this Registration Statement.
The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each such post-effective
amendment, and each filing of the Registrant's annual report pursuant to
Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each
filing of an employee benefit plan's annual report pursuant to Section 15(d) of
the Exchange Act) that is incorporated by reference in this Registration
Statement shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.
II-2
<PAGE>
The undersigned Registrant hereby undertakes 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.
Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Securities
Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the
Securities Act and will be governed by the final adjudication of such issue.
II-3
<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 Paramus, New Jersey, on the 20th day of May, 1998.
MOTOR CLUB OF AMERICA
By: /S/ PATRICK J. HAVERON
Patrick J. Haveron
Executive Vice President and Chief Financial Officer
POWERS OF ATTORNEY
Each person whose signature appears below hereby authorizes and appoints
Patrick J. Haveron his true and lawful attorneys-in-fact, with full power of
substitution and resubstitution, to sign and file on his behalf individually
and in each such capacity stated below any and all amendments (including post-
effective amendments) to this Registration Statement, as fully as such person
could do in person, hereby ratifying and confirming all that said attorneys-in-
fact, or their substitutes, may lawfully do or cause to be done by virtue
hereof.
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:
- ----------------------- Chairman of the Board May 21, 1998
Archer McWhorter
- ----------------------- President, Chief Executive Officer, May 21, 1998
Stephen A. Gilbert Director
- ----------------------- Executive Vice President, May 21, 1998
Patrick J. Haveron Chief Financial Officer, Director
- ----------------------- Director May 21, 1998
Robert S. Fried
- ----------------------- Director May 21, 1998
William E. Lobeck, Jr.
- ----------------------- Director May 21, 1998
James D. Pratt
- ----------------------- Director May 21, 1998
Alvin E. Swanner
- ----------------------- Director May 21, 1998
Malcolm Galatin
II-4
<PAGE>
EXHIBIT INDEX
EXHIBIT
NO. CAPTION
4.1 Motor Club of America 1987
Stock Option Plan
4.2 Motor Club of America 1992
Stock Option Plan
4.3 Form of 1987 Stock Option
Agreement
4.4 Form of 1992 Stock Option
Agreement
5.1 Opinion of Sills Cummis Zuckerman Radin Tischman
Epstein & Gross, P.A. as to Legality
23.1 Consent of Sills Cummis Zuckerman Radin Tischman
Epstein & Gross, P.A.
(included in Exhibit 5.1)
23.2 Consent of Coopers & Lybrand L.L.P.
24 Powers of Attorney (included in the signature pages
of this Registration Statement)
<PAGE>
EXHIBIT 4.1
MOTOR CLUB OF AMERICA
1987 STOCK OPTION PLAN
AS ADOPTED AT THE 1987 COMPANY STOCKHOLDER MEETING
MOTOR CLUB OF AMERICA
1987 STOCK OPTION PLAN
1. NAME AND EFFECTIVE DATE
The name of this plan is the Motor Club of America 1987 Stock
Option Plan (Plan). The effective date of the Plan is September 25, 1987.
2. SPONSOR
The sponsor of the Plan is Motor Club of America (Company).
3. PURPOSE
The purpose of the Plan is to permit the Company to offer
incentives to key executives employed by it and its subsidiaries and
affiliates through the grant to them of options to purchase the common
stock of the Company, and to motivate such key executives to exert their
best efforts on behalf of the Company.
4. SHARES SUBJECT TO THE PLAN
Options may be granted by the Company from time to time to key
executives to purchase an aggregate of one hundred thousand (100,000)
shares of common stock, and such amount of shares hall be reserved for
options granted under the Plan (subject to adjustment as provided at
subparagraph 7(h), below). The shares issued upon exercise of options
<PAGE>
granted under the Plan may be authorized and unissued shares, or shares
held by the Company in its treasury. If any option granted under the Plan
shall terminate or expire, new options may be granted thereafter covering
such shares.
5. ADMINISTRATION OF THE PLAN
The Plan shall be administered by a Stock Option Plan Committee
(Committee) duly appointed by the Board of Directors of the Company
(Board). The Committee shall interpret the Plan, prescribe, amend and
rescind any rules and regulations necessary or appropriate for the
administration of the Plan, and make such other determinations and take
such other actions as it deems necessary or advisable to cause the Plan to
operate in an effective manner. Any interpretation, determination or other
action made or taken by the Committee shall be final, binding and
conclusive.
6. GRANT OF OPTIONS
From time to time as it may determine, the Committee shall
designate those key executives of the Company to whom a grant of options is
to be made. Such individuals shall be participants in the Plan. At the
time of making each grant, the Committee shall also designate (I) the
number of shares of common stock to be covered by each option, (ii) the
time or times when each option (or part thereof) shall be first
exercisable, and (iii) the day upon which, if an option shall not have been
exercised, it shall lapse and be null and void.
2
<PAGE>
7. TERMS AND CONDITIONS OF OPTIONS
Each option granted under the Plan shall be evidenced by an
Agreement, in a form approved by the Committee. Such Agreement shall be
subject to the following terms and conditions and to such other terms and
conditions as the Committee shall deem appropriate.
a) Option Period
Each option Agreement shall specify the period for which the option
thereunder is granted and shall provide that the option shall expire at the
end of such period.
b) Option Price
The Option price per share shall be specified by the Committee at
the time each option is granted. Such price shall be the closing sale price
of one share of common stock on the date of the grant.
c) Exercise Date
The Committee shall establish the date upon which each option, or
any part thereof, may be first exercised. Such date may be immediately upon
the grant of such option, or may be delayed until the participant has
remained in the employ of the Company or a subsidiary or affiliate for a
continuous period after the date of grant as shall be determined by the
Committee.
d) Payment of Option Price Upon Exercise
3
<PAGE>
Each option shall provide that the purchase price of the shares as
to which an option shall be exercised shall be paid to the Company at the
time of exercise either in cash or in such other consideration as the
Committee deems appropriate.
e) Exercise in the Event of Death or Termination
If a participant's employment is terminated because of his physical
or mental disability or because he retires or dies, his options may be
exercised, to the extent that he would have been entitled to do so on the
date of such termination, by the participant if living, or if not by the
person or persons to whom the right to exercise such options shall pass by
operation of the participant's will or, if no person has such right, by his
executors or administrators. Such exercise shall be made within three
months from the date of termination.
If a participant voluntarily resigns from the Company, or is
terminated by the Company, options held by him shall lapse and be of no
further force or effect.
f) Nontransferability
No option granted under the Plan shall be transferable other than
by will or by the laws of descent and distribution. During the lifetime of
the participant, an option shall be exercisable only by him.
g) Investment Representation - Resale Limitation
Each option agreement shall provide that, as a condition for the
making of an option grant to any participant in the Plan, the participant
shall deliver to the Board at the time of the exercise of any option (in
whole or in part) a written representation that the shares being acquired
upon such exercise are to be acquired for investment and not for resale or
4
<PAGE>
with a view to the distribution thereof. Any shares delivered to a
participant upon exercise of an option shall bear a legend limiting the
transferability of such shares as provided by such representation.
h) Adjustments
In the event of a change in the common stock of the Company by
reason of any stock dividend, recapitalization, reorganization, merger,
consolidation, split-up, combination or exchange of shares or similar
event, the number and kind of shares which shall be covered by the Plan,
and the number and kind of shares subject to outstanding options, along
with the option price attaching to such shares, may be appropriately
adjusted consistent with such change in a manner to be determined by the
Committee to prevent substantial dilution or enlargement of the rights
granted to, or available to, participants in the Plan.
8. NO RIGHTS AS SHAREHOLDERS
No participant shall have any rights as a shareholder with respect
to any shares subject to an option held by him prior to the date of
issuance to him or a certificate or certificates for such shares.
9. NO RIGHT TO CONTINUED SERVICE
Neither the existence of the Plan, nor any option held under the
Plan shall grant to any person any right with respect to continued service
with the Company or any subsidiary or affiliate thereof, nor shall they
interfere in any way with the right of the Company or a subsidiary or
affiliate thereof to terminate such service at any time.
5
<PAGE>
10. LEGAL COMPLIANCE
The Plan and the grant of options thereunder, and the obligation of
the Company to deliver shares upon exercise of options, shall be subject to
approval of this Plan by the stockholders and to all applicable federal,
state or local laws, regulations and rules and to such approvals of
competent government agencies as may, in the opinion of the Committee, be
required.
11. AMENDMENT AND TERMINATION
The Board may from time to time amend, suspend or terminate the
Plan provided, however, that subject to the provisions of Subparagraph
7(h), above, no such amendment, suspension or termination shall alter or
impair any option previously granted to any participant in the Plan,
without participant's written agreement.
6
<PAGE>
EXHIBIT 4.2
MOTOR CLUB OF AMERICA
1992 STOCK OPTION PLAN
AS ADOPTED AT THE COMPANY STOCKHOLDER MEETING HELD JUNE 3, 1992
MOTOR CLUB OF AMERICA
1992 STOCK OPTION PLAN
1. NAME AND EFFECTIVE DATE
The name of this plan is the Motor Club of America 1992 Stock
Option Plan (Plan). The effective date of the Plan is upon approval by the
shareholders.
2. SPONSOR
The sponsor of the Plan is Motor Club of America (Company).
3. PURPOSE
The purpose of the Plan is to permit the Company to offer
incentives to key executives employed by it and its subsidiaries and
affiliates through the grant to them of options to purchase the common
stock of the Company, and to motivate such key executives to exert their
best efforts on behalf of the Company.
4. SHARES SUBJECT TO THE PLAN
Options may be granted by the Company from time to time to key
executives to purchase an aggregate of one hundred thousand (100,000)
shares of common stock, and such amount of shares hall be reserved for
options granted under the Plan (subject to adjustment as provided at
subparagraph 7(h), below). The shares issued upon exercise of options
<PAGE>
granted under the Plan may be authorized and unissued shares, or shares
held by the Company in its treasury. If any option granted under the Plan
shall terminate or expire, new options may be granted thereafter covering
such shares.
5. ADMINISTRATION OF THE PLAN
The Plan shall be administered by a Stock Option Plan Committee
(Committee) duly appointed by the Board of Directors of the Company
(Board). The Committee shall interpret the Plan, prescribe, amend and
rescind any rules and regulations necessary or appropriate for the
administration of the Plan, and make such other determinations and take
such other actions as it deems necessary or advisable to cause the Plan to
operate in an effective manner. Any interpretation, determination or other
action made or taken by the Committee shall be final, binding and
conclusive.
6. GRANT OF OPTIONS
From time to time as it may determine, the Committee shall
designate those key executives of the Company to whom a grant of options is
to be made. Such individuals shall be participants in the Plan. At the
time of making each grant, the Committee shall also designate (I) the
number of shares of common stock to be covered by each option, (ii) the
time or times when each option (or part thereof) shall be first
exercisable, and (iii) the day upon which, if an option shall not have been
exercised, it shall lapse and be null and void.
2
<PAGE>
7. TERMS AND CONDITIONS OF OPTIONS
Each option granted under the Plan shall be evidenced by an
Agreement, in a form approved by the Committee. Such Agreement shall be
subject to the following terms and conditions and to such other terms and
conditions as the Committee shall deem appropriate.
a) Option Period
Each option Agreement shall specify the period for which the option
thereunder is granted and shall provide that the option shall expire at the
end of such period.
b) Option Price
The Option price per share shall be specified by the Committee at
the time each option is granted. Such price shall be the closing sale price
of one share of common stock on the date of the grant.
c) Exercise Date
The Committee shall establish the date upon which each option, or
any part thereof, may be first exercised. Such date may be immediately upon
the grant of such option, or may be delayed until the participant has
remained in the employ of the Company or a subsidiary or affiliate for a
continuous period after the date of grant as shall be determined by the
Committee.
3
<PAGE>
d) Payment of Option Price Upon Exercise
Each option shall provide that the purchase price of the shares as
to which an option shall be exercised shall be paid to the Company at the
time of exercise either in cash or in such other consideration as the
Committee deems appropriate.
e) Exercise in the Event of Death or Termination
If a participant's employment is terminated because of his physical
or mental disability or because he retires or dies, his options may be
exercised, to the extent that he would have been entitled to do so on the
date of such termination, by the participant if living, or if not by the
person or persons to whom the right to exercise such options shall pass by
operation of the participant's will or, if no person has such right, by his
executors or administrators. Such exercise shall be made within three
months from the date of termination.
If a participant voluntarily resigns from the Company, or is
terminated by the Company, options held by him shall lapse and be of no
further force or effect.
f) Nontransferability
No option granted under the Plan shall be transferable other than
by will or by the laws of descent and distribution. During the lifetime of
the participant, an option shall be exercisable only by him.
g) Investment Representation - Resale Limitation
Each option agreement shall provide that, as a condition for the
making of an option grant to any participant in the Plan, the participant
shall deliver to the Board at the time of the exercise of any option (in
4
<PAGE>
whole or in part) a written representation that the shares being acquired
upon such exercise are to be acquired for investment and not for resale or
with a view to the distribution thereof. Any shares delivered to a
participant upon exercise of an option shall bear a legend limiting the
transferability of such shares as provided by such representation.
h) Adjustments
In the event of a change in the common stock of the Company by
reason of any stock dividend, recapitalization, reorganization, merger,
consolidation, split-up, combination or exchange of shares or similar
event, the number and kind of shares which shall be covered by the Plan,
and the number and kind of shares subject to outstanding options, along
with the option price attaching to such shares, may be appropriately
adjusted consistent with such change in a manner to be determined by the
Committee to prevent substantial dilution or enlargement of the rights
granted to, or available to, participants in the Plan.
8. NO RIGHTS AS SHAREHOLDERS
No participant shall have any rights as a shareholder with respect
to any shares subject to an option held by him prior to the date of
issuance to him or a certificate or certificates for such shares.
9. NO RIGHT TO CONTINUED SERVICE
Neither the existence of the Plan, nor any option held under the
Plan shall grant to any person any right with respect to continued service
with the Company or any subsidiary or affiliate thereof, nor shall they
5
<PAGE>
interfere in any way with the right of the Company or a subsidiary or
affiliate thereof to terminate such service at any time.
10. LEGAL COMPLIANCE
The Plan and the grant of options thereunder, and the obligation of
the Company to deliver shares upon exercise of options, shall be subject to
approval of this Plan by the stockholders and to all applicable federal,
state or local laws, regulations and rules and to such approvals of
competent government agencies as may, in the opinion of the Committee, be
required.
11. AMENDMENT AND TERMINATION
The Board may from time to time amend, suspend or terminate the
Plan provided, however, that subject to the provisions of Subparagraph
7(h), above, no such amendment, suspension or termination shall alter or
impair any option previously granted to any participant in the Plan,
without participant's written agreement.
6
<PAGE>
EXHIBIT 4.3
FORM OF 1987 STOCK OPTION AGREEMENT
MOTOR CLUB OF AMERICA
1987 STOCK OPTION AGREEMENT
Option Number:
Number of Shares Subject to Option:
Participant:
This AGREEMENT, dated , made between
MOTOR CLUB OF AMERICA (Company) and ___________________________ (Participant).
WITNESSETH
1. GRANT OF OPTION
Pursuant to the provisions of the Motor Club of America 1987 Stock
Option Plan (Plan), the Company hereby grants to the Participant, subject
to the terms and conditions of the Plan and subject to the provisions of
this Agreement, the right and option to purchase ________ shares of the
common stock of the Company at the times and at the purchase price as set
forth below.
TERMS AND CONDITIONS
a) Option Price: $ per share, subject to adjustment
pursuant to subparagraph 2(h), below.
b) Time and Exercise:
Percentage Date First
of Option Exercisable
25% First anniversary of this Agreement
25% Second anniversary of this Agreement
25% Third anniversary of this Agreement
25% Fourth anniversary of this Agreement
c) Expiration Date
The Participant shall have a period of five (5) years from the date of
this Agreement to exercise the option in whole or in part in accordance
with the schedule set forth in paragraph b above. At the end of such five
(5) year period, any unexercised portion of the option shall lapse and be
null and void.
d) Payment of Option Price Upon Exercise
The purchase price of the shares as to which an option is being
exercised shall be paid the Company either in cash or in such other
consideration as shall be acceptable to the Company. In no event shall the
fair market value of such other consideration be less than the option price
set out above, times the number of shares as to which an option is
exercised.
e) Exercise in the Event of Death or Termination
If the Participant's employment is terminated because of his
physical or mental disability or because he retires or dies, his options
may be exercised, to the extent that he would have been entitled to do so
on the date of such termination, by the Participant if living, or if not by
the person or persons to whom the right to exercise such options shall pass
2
<PAGE>
by operation of the Participant's will or, of no person has such right, by
his executors or administrators. Such exercise shall be made within three
months from the date of termination.
If a Participant voluntarily resigns from the Company or is terminated
by the Company, options held by him shall lapse and be of no further force
or effect.
f) Nontransferability
No option granted under the Plan shall be transferable other than by
will or by the laws of descent and distribution. During the lifetime of the
Participant, an option shall be exercisable only by him.
g) Investment representation - Resale Limitation
At the time of the exercise of any options (in whole or in part) the
Participant shall deliver to the Company a written statement that the
shares being acquired upon such exercise are for investment and not for
resale or distribution by the Participant. Each share certificate delivered
to the Participant upon the exercise of an option shall bear a legend as
shall be required by the Company regarding restrictions on the sale of such
shares.
h) Adjustment
In the vent of a change in the common stock of the Company by reason
of any stock dividend, recapitalization, reorganization, merger,
consolidation, split-up, combination or exchange of shares or similar
event, the number and kind of shares subject to this Agreement along with
the option price attaching to such shares, may be appropriately adjusted
3
<PAGE>
consistent with such change in a manner to be determined by the Company to
prevent substantial dilution or enlargement of the rights to, or available
to, the Participant.
3. NO RIGHTS AS SHAREHOLDER
The Participant shall have no rights as shareholder with respect to
any shares subject to an option held by him prior to the date of issuance
to him of a certificate or certificates for such shares.
4. NO RIGHT TO CONTINUED SERVICE
Neither the existence of the Plan, nor any option held under the Plan
shall grant to the Participant any right with respect to continued service
with the Company.
5. LEGAL COMPLIANCE
The Plan and this Agreement, and the obligation of the Company to
deliver shares upon exercise of Options, shall be subject to all applicable
federal, state or local laws, regulations and rules and to such approvals
of competent government agencies as may, in the opinion of the Company, be
required.
6. AMENDMENT AND TERMINATION
The Participant acknowledges that the Board of Directors of the
Company may from time to time amend, suspend or terminate the Plan
provided, however, that subject to the provisions of Subparagraph 2(h),
above, no such amendment, suspension or termination shall alter or impair
any option previously granted to the Participant, without his written
agreement.
4
7. PARTICIPANT BOUND BY PLAN
The Participant acknowledges receipt of a copy of the Plan and of this
Agreement, and agrees to be bound by all the terms and provision thereof.
8. NOTICES
Any notice of the Company hereunder shall be addressed to its office,
95 Route 17 South, Paramus, New Jersey 07653-0931, Attention: President,
and any notice hereunder to the Participant shall be addressed to him at
the address maintained on the files of the Company, subject to the right of
either party to designate in writing an alternative address at any time.
9. GENDER
Wherever in this Agreement words of the masculine genera shall occur
they shall be deemed to include the female gender as the context of this
Agreement shall require.
10. COUNTERPARTS
This Agreement has been executed in two counterparts each of which
shall constitute one and the same instrument.
5
<PAGE>
IN WITNESS WHEREOF, the parties hereto have executed this AGREEMENT as
of the date first above written.
MOTOR CLUB OF AMERICA
By:__________________________
Title:
___________________________
Participant
6
<PAGE>
EXHIBIT 4.4
FORM OF 1992 STOCK OPTION AGREEMENT
MOTOR CLUB OF AMERICA
1992 STOCK OPTION AGREEMENT
Option Number:
Number of Shares Subject to Option:
Participant:
This AGREEMENT, dated , made between
MOTOR CLUB OF AMERICA (Company) and _______________________ (Participant).
WITNESSETH
1. GRANT OF OPTION
Pursuant to the provisions of the Motor Club of America 1992 Stock
Option Plan (Plan), the Company hereby grants to the Participant, subject
to the terms and conditions of the Plan and subject to the provisions of
this Agreement, the right and option to purchase ________ shares of the
common stock of the Company at the times and at the purchase price as set
forth below.
TERMS AND CONDITIONS
a) Option Price: $ per share, subject to adjustment
pursuant to subparagraph 2(h), below.
<PAGE>
b) Time and Exercise:
Percentage Date First
OF OPTION EXERCISABLE
25% First anniversary of this Agreement
25% Second anniversary of this Agreement
25% Third anniversary of this Agreement
25% Fourth anniversary of this Agreement
c) Expiration Date
The Participant shall have a period of five (5) years from the date of
this Agreement to exercise the option in whole or in part in accordance
with the schedule set forth in paragraph b above. At the end of such five
(5) year period, any unexercised portion of the option shall lapse and be
null and void.
d) Payment of Option Price Upon Exercise
The purchase price of the shares as to which an option is being
exercised shall be paid the Company either in cash or in such other
consideration as shall be acceptable to the Company. In no event shall the
fair market value of such other consideration be less than the option price
set out above, times the number of shares as to which an option is
exercised.
e) Exercise in the Event of Death or Termination
If the Participant's employment is terminated because of his
physical or mental disability or because he retires or dies, his options
may be exercised, to the extent that he would have been entitled to do so
on the date of such termination, by the Participant if living, or if not by
the person or persons to whom the right to exercise such options shall pass
2
<PAGE>
by operation of the Participant's will or, of no person has such right, by
his executors or administrators. Such exercise shall be made within three
months from the date of termination.
If a Participant voluntarily resigns from the Company or is terminated
by the Company, options held by him shall lapse and be of no further force
or effect.
f) Nontransferability
No option granted under the Plan shall be transferable other than by
will or by the laws of descent and distribution. During the lifetime of the
Participant, an option shall be exercisable only by him.
g) Investment representation - Resale Limitation
At the time of the exercise of any options (in whole or in part) the
Participant shall deliver to the Company a written statement that the
shares being acquired upon such exercise are for investment and not for
resale or distribution by the Participant. Each share certificate delivered
to the Participant upon the exercise of an option shall bear a legend as
shall be required by the Company regarding restrictions on the sale of such
shares.
h) Adjustment
In the vent of a change in the common stock of the Company by reason
of any stock dividend, recapitalization, reorganization, merger,
consolidation, split-up, combination or exchange of shares or similar
event, the number and kind of shares subject to this Agreement along with
the option price attaching to such shares, may be appropriately adjusted
3
<PAGE>
consistent with such change in a manner to be determined by the Company to
prevent substantial dilution or enlargement of the rights to, or available
to, the Participant.
3. NO RIGHTS AS SHAREHOLDER
The Participant shall have no rights as shareholder with respect to
any shares subject to an option held by him prior to the date of issuance
to him of a certificate or certificates for such shares.
4. NO RIGHT TO CONTINUED SERVICE
Neither the existence of the Plan, nor any option held under the Plan
shall grant to the Participant any right with respect to continued service
with the Company.
5. LEGAL COMPLIANCE
The Plan and this Agreement, and the obligation of the Company to
deliver shares upon exercise of Options, shall be subject to all applicable
federal, state or local laws, regulations and rules and to such approvals
of competent government agencies as may, in the opinion of the Company, be
required.
6. AMENDMENT AND TERMINATION
The Participant acknowledges that the Board of Directors of the
Company may from time to time amend, suspend or terminate the Plan
provided, however, that subject to the provisions of Subparagraph 2(h),
above, no such amendment, suspension or termination shall alter or impair
any option previously granted to the Participant, without his written
agreement.
4
<PAGE>
7. PARTICIPANT BOUND BY PLAN
The Participant acknowledges receipt of a copy of the Plan and of this
Agreement, and agrees to be bound by all the terms and provision thereof.
8. NOTICES
Any notice of the Company hereunder shall be addressed to its office,
95 Route 17 South, Paramus, New Jersey 07653-0931, Attention: President,
and any notice hereunder to the Participant shall be addressed to him at
the address maintained on the files of the Company, subject to the right of
either party to designate in writing an alternative address at any time.
9. GENDER
Wherever in this Agreement words of the masculine genera shall occur
they shall be deemed to include the female gender as the context of this
Agreement shall require.
10. COUNTERPARTS
This Agreement has been executed in two counterparts each of which
shall constitute one and the same instrument.
IN WITNESS WHEREOF, the parties hereto have executed this AGREEMENT as
of the date first above written.
MOTOR CLUB OF AMERICA
By:__________________________
Title:
___________________________
Participant
5
<PAGE>
Motor Club of America
December ____ 1997
Page 2
EXHIBIT 5.1
OPINION OF SILLS CUMMIS ZUCKERMAN RADIN TISCHMAN EPSTEIN & GROSS, P.A. AS
TO LEGALITY
<PAGE>
June 16, 1998
Motor Club of America
95 Route 17 South
Paramus, New Jersey 07653
Gentlemen:
We serve as your general outside counsel and are familiar with the
Certificate of Incorporation, Bylaws and corporate proceedings generally of
Motor Club of America (the "COMPANY"). We have reviewed the corporate records
as to the establishment of the Company's 1987 Stock Option Plan, which calls
for the issuance of up to 100,000 shares of Common Stock to optionees upon
their exercise of options that may be granted to them, and the corporate
records as to the establishment of the Company's 1992 Stock Option Plan, which
calls for the issuance of up to 100,000 shares of Common Stock to optionees
upon their exercise of options that may be granted to them. Based upon such
examination and considerations, we are of the opinion:
1. That the Company is a duly organized and validly existing corporation
under the laws of the State of Delaware; and
2. That the Company has taken all necessary and required corporate actions
in connection with the proposed issuance of 200,000 shares of Common Stock and
that Common Stock, when issued and delivered, will be validly issued, fully
paid and non-assessable shares of Common Stock of the Company.
This letter is furnished by us solely for your benefit in connection with
the transactions referred to in the Registration Statement and may not be
circulated to, or relied upon by, any other person. We hereby consent to be
named in the Registration Statement and the Prospectus which
<PAGE>
constitutes a part thereof as the attorneys who have passed upon legal matters
in connection with the issuance of the aforesaid Common Stock and to the filing
of this opinion as an exhibit to the Registration Statement.
Yours truly,
SILLS CUMMIS ZUCKERMAN RADIN TISCHMAN
EPSTEIN & GROSS, P.A.
By:__________________
2
<PAGE>
EXHIBIT 23.2
CONSENT OF COOPERS & LYBRAND L.L.P.
<PAGE>
INDEPENDENT AUDITORS' CONSENT
The Board of Directors
Motor Club of America:
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in the registration statement on
Form S-8 of Motor Club of America of our report dated March 10, 1998, on our
audits of the consolidated financial statements and financial statement
schedules of Motor Club of America and Subsidiaries as of December 31, 1997 and
1996, and for each of the three years in the period ended December 31, 1997,
which is included in the December 31, 1997 annual report on Form 10-K of Motor
Club of America. We also consent to the reference to our firm under the caption
"Experts".
COOPERS & LYBRAND L.L.P.
New York, New York
May 28, 1998
