<PAGE>
As Filed with the Securities and Exchange Commission on February 6, 1996
Registration No.
- -------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_________________________________
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
__________________________________
ALCIDE CORPORATION
(Exact name of issuer as specified in its charter)
DELAWARE 22-2445061
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
8561 154th Avenue N.E.
Redmond, Washington 98052
(Address of principal executive office) (Zip Code)
ALCIDE CORPORATION 1993 STOCK OPTION PLAN
OPTIONS TO PURCHASE AN AGGREGATE OF 360,730 SHARES OF COMMON STOCK
GRANTED TO DON CHAIFETZ, IRWIN ENGELMAN, ROLAND M. HENDRICKSON,
THOMAS L. KEMPNER, NELSON LEVY, NORMAN MINTZ, GERSON PAKULA,
JOSEPH A. SASENICK, ELLIOTT J. SIFF, WILLIAM G. SPEARS, AARON STERN
(Full title of the plans)
JOHN P. RICHARDS
Executive Vice President
Alcide Corporation
8561 154th Avenue N.E.
Redmond, WA 98052
(206) 882-2555
(Name, address, and Telephone Number of agent for service)
__________________________________
Copy to:
JAMES R. LISBAKKEN
PERKINS COIE
1201 Third Avenue, 40th Floor
Seattle, Washington 98101-3099
_______________________
<PAGE>
CALCULATION OF REGISTRATION FEE
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<TABLE>
<CAPTION>
Proposed
Title of Amount Maximum Proposed Maximum Amount of
Securities to to be Offering Price Aggregate Registration
be Registered Registered Per Share (1) Offering Price (1) fee (1)
-------------- ---------- -------------- ------------------ ------------
<S> <C> <C> <C> <C>
Common Stock, $.01 par
value per share
1993 Stock Option Plan 250,000(2) $25.00 6,250,000 1,812.50
Options to Purchase
Shares of Common Stock
Granted to: 3,338 25.00 83,450 24.20
Don Chaifetz 3,279 25.00 81,975 23.77
Irwin Engelman
Roland M. 2,500 25.00 62,500 18.12
Hendrickson 4,275 25.00 106,875 30.99
Thomas L. Kempner 5,000 25.00 125,000 36.25
Nelson Levy 3,859 25.00 96,475 27.98
Norman Mintz 3,765 25.00 94,125 27.30
Gerson Pakula 59,451 * 25.00 1,486,275 431.02
Joseph A. Sasenick 1,232 25.00 30,800 8.93
Elliott J. Siff 3,969 25.00 99,225 28.78
William G. Spears 20,062 25.00 501,550 145.45
Aaron Stern
Total 360,730(2) $25.00 $9,018,250 $2,615.29
</TABLE>
* Includes 46,000 shares in trust for family members.
(1) Estimated pursuant to Rule 457 solely for the purpose of calculating the
registration fee.
(2) Together with an indeterminate number of additional shares that may be
necessary to adjust the number of shares reserved for issuance under the
1993 Stock Option Plan as the result of any future stock split, stock
dividend or similar adjustment of the outstanding Common Stock of the
registrant.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
Alcide Corporation (the "Registrant" or the "Company") hereby incorporates
by reference into this Registration Statement the following documents and
information heretofore filed with the Securities and Exchange Commission:
(1) The Company's Annual Report on Form 10-K for the fiscal year ended May
31, 1995, filed with the Securities and Exchange Commission (the "Commission")
pursuant to Section 13 of the Securities Exchange Act of 1934, as amended (the
"1934 Act").
<PAGE>
(2) The Company's Quarterly Report on Form 10-Q for the quarter ended
November 30, 1995 filed pursuant to Section 13 of the 1934 Act.
(3) The description of the Company's Common Stock contained in the
Company's Registration Statement on Form 8-A filed with the Commission on August
8, 1983 pursuant to Section 12(g) of the 1934 Act.
All documents filed by the Company pursuant to Sections 13(a), 13(c) , 14
and 15(d) of the 1934 Act on or after the date of this Registration Statement
and prior to the filing of a post-effective amendment, which indicates that all
securities offered have been sold or which deregisters all securities then
remaining unsold, shall also be deemed to be incorporated herein by references
and to be part hereof from the date of filing of such documents.
All other reports filed by the Company pursuant to Section 12(a) or 15(d)
of the 1934 Act since the fiscal year covered by the Form 10-K referred to in
(2) above.
Item 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
As permitted by Sections 102 and 145 of the Delaware General Corporation
Law, the Registrant's certificate of incorporation eliminates a director's
personal liability for monetary damages to the Registrant and its stockholders
arising from a breach or alleged breach of a director's fiduciary duty except
for liability under Section 174 of the Delaware General Corporation law or
liability for any breach of the director's duty of loyalty to the Registrant or
its stockholders, for acts or omission not in good faith or which involve
unintentional misconduct or a knowing violation of law or for any transaction
which the director derived an improper personal benefit. The effect of this
provision in the certificate of incorporation is to eliminate the rights of the
Registrant and its stockholders (through stockholder's derivative suits on
behalf of the Registrant) to recover monetary damages against a director for
breach of fiduciary duty as director (including breaches resulting from
negligent or grossly negligent behavior) except in the situations described
above.
The Registrant's by-laws provide for indemnification of officers, directors
and employees and the Company has entered into an indemnification agreement
("Indemnification Agreement") with each officer and director of the Registrant
(an "Indemnitee"). Under the by-laws and these Indemnification Agreements, the
Registrant must indemnify an Indemnitee to the fullest extent permitted by
Delaware Law for losses and expenses incurred in connection with actions in
which the Indemnitee is involved by reason of having been a director or employee
of the Registrant. The Registrant is also obligated to advance expenses an
Indemnitee may incur in connection with such actions before any resolution of
the action and the Indemnitee may sue to enforce his or her right to
indemnification or advancement of expenses.
The Registrant also maintains an insurance policy insuring its directors
and officers against liability for certain acts and omissions while acting in
their official capacities.
There is no material litigation pending, and neither the Registrant nor any
of its directors know of any threatened litigation which might result in a claim
for indemnification by any director or officer.
<PAGE>
Item 8. EXHIBITS.
Exhibit
Number Description
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5.1 Opinion of Perkins Coie as to the legality of the Common Stock being
registered.
23.1 Consent of Deloitte and Touche LLP.
23.2 Consent of Arthur Andersen LLP.
23.3 Consent of Perkins Coie is contained in its opinion included as
Exhibit 5.1 hereby.
24.1 Power of Attorney is contained on the signature page of this
Registration Statement.
99.1 1993 Stock Option Plan.
99.2 Form of Option Agreement.
Item 9. UNDERTAKINGS.
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement:
(i) To include any prospectus required by section 10(a) (3) of
the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the Registration Statement (or the most recent post-
effective amendment thereof) which, individually or in the aggregate, represent
a fundamental change in the information set forth in the Registration Statement;
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in the Registration Statement or
any material change to such information in the Registration Statement;
PROVIDED, HOWEVER, that paragraphs (a) (1) (i) and (a) (1) (ii) shall
not apply if the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed by the
Registrant pursuant to Section 13 or 15(d) of the 1934 Act that are incorporated
by reference in the Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new Registration Statement relating to the securities offered therein and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
<PAGE>
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
(b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
1934 Act that is incorporated by reference in the Registration Statement shall
be deemed to be a new Registration Statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions, or otherwise,
the Registrant has been advised that in the opinion of the Securities and
Exchange Commission, such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or
preceding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all 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 Redmond, State of Washington, on February 5, 1996.
ALCIDE CORPORATION
By: s/
---------------------------------------
John P. Richards
Vice President and Chief
Financial Officer
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints John P. Richards, his true and lawful attorney-
in-fact and agent, with full power of substitution for him and his name, and in
any and all capacities, to sign any and all amendments (including post-effective
amendments) to this Registration Statement to which this power relates and all
exhibits thereto and other documents to be filed in connection therewith, with
the Securities and Exchange Commission, granting unto said attorney-in-fact and
agent, full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorney-in -fact and agent, or his 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
Corporation indicated on February 6, 1996.
Signature Title
s/ Executive Vice President and
- -----------------------------------
John P. Richards Chief Financial Officer
s/ Director
- -----------------------------------
Thomas L. Kempner
s/ Director, President,
- -----------------------------------
Joseph A. Sasenick Chief Executive Officer
s/ Director
- -----------------------------------
William G. Spears
s/ Director
- -----------------------------------
Aaron Stern
s/ Director
- -----------------------------------
Kenneth N. May
<PAGE>
INDEX TO EXHIBITS
Sequentially
Exhibit Numbered Page
Number Description
5.1 Opinion of Perkins Coie as the legality of the
Common Stock being registered.
23.1 Consent of Deloitte and Touche LLP.
23.2 Consent of Arthur Andersen LLP.
23.3 Consent of Perkins Coie is contained in its opinion
included as Exhibit 5.1 hereby.
24.1 Power of Attorney is contained on the signature
page of this Registration Statement.
99.1 1993 Stock Option Plan.
99.2 Form of Option Agreement.
<PAGE>
EXHIBIT 5.1 (and 23.3)
February 5, 1996
Alcide Corporation
8561 154th Avenue NE
Redmond, WA 98052
RE: Registration Statement on Form S-8
Ladies and Gentlemen:
We have acted as counsel to you in connection with the preparation of a
Registration Statement on Form S-8 (the "Registration Statement") pursuant to
the Securities Act of 1933, as amended (the "Act"), which you are filing with
the Securities and Exchange Commission with respect to 360,730 shares of Common
Stock, $.01 par value (the "Shares"), 250,000 of which Shares are to be
issued pursuant to the Alcide Corporation 1993 Stock Option Plan and 3,338,
3,279, 2,500, 4,275, 5,000 3,859, 3,765, 59,451, 1,232, 3,969 and 20,062 of
which Shares are to be issued pursuant to stock options granted to Don Chaifetz,
Irwin Engelman, Roland M. Hendrickson, Thomas L. Kempner, Nelson Levy, Norman
Mintz, Gerson Pakula, Joseph A. Sasenick, Elliott J. Siff, William G. Spears and
Aaron Stern, perspectively (the "Plan"). We have examined the Registration
Statement and such other documents and records of Alcide Corporation as we have
deemed relevant and necessary for the purpose of this opinion. By giving this
opinion, we are assuming the authenticity of all instruments presented to us as
originals, the conformity with or originals of all instruments presented to us
as copies and the genuineness of all signatures.
Based upon and subject to the forgoing, we are of the opinion that the
Shares that will be issued pursuant to the Plan, upon the due execution by
Alcide Corporation in accordance with the terms of the Plan, and the receipt of
consideration therefore in accordance with the terms of the Plans, will be
validly issued, fully paid and nonassessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement. In giving such consent, we do not admit that we are in
the category of persons whose consent is required under Section 7 of the Act.
Very truly yours,
PERKINS COIE
Seattle, Washington
February 8, 1996
<PAGE>
EXHIBIT 23.1
CONSENT OF INDEPENDENT AUDITORS
The Board of Directors
Alcide Corporation
8561 154th Avenue NE
Redmond, WA 98052
We consent to the incorporation by reference in the Registration Statement
on Alcide Corporation on Form S-8 of our report dated June 21, 1994, appearing
in the Annual Report on Form 10-K of Alcide Corporation for the year ended May
31, 1995.
DELOITTE AND TOUCHE
Stamford, Connecticut
February 2, 1996
<PAGE>
EXHIBIT 23.2
CONSENT OF INDEPENDENT AUDITORS
The Board of Directors
Alcide Corporation
8561 154th Avenue NE
Redmond, WA 98052
As independent public accountants, we hereby consent to the incorporation by
reference in this registration statement of our report dated June 23, 1995,
included in Alcide Corporation's Form 10-K for the year ended May 31, 1995, and
to all references to our Firm included in this registration statement.
Arthur Andersen LLP
February 6, 1996
<PAGE>
EXHIBIT 5.1 (and 23.3)
February 5, 1996
Alcide Corporation
8561 154th Avenue NE
Redmond, WA 98052
RE: Registration Statement on Form S-8
Ladies and Gentlemen:
We have acted as counsel to you in connection with the preparation of a
Registration Statement on Form S-8 (the "Registration Statement") pursuant to
the Securities Act of 1933, as amended (the "Act"), which you are filing with
the Securities and Exchange Commission with respect to 360,730 shares of Common
Stock, $.01 par value (the "Shares"), 250,000 of which Shares are to be
issued pursuant to the Alcide Corporation 1993 Stock Option Plan and 3,338,
3,279, 2,500, 4,275, 5,000 3,859, 3,765, 59,451, 1,232, 3,969 and 20,062 of
which Shares are to be issued pursuant to stock options granted to Don Chaifetz,
Irwin Engelman, Roland M. Hendrickson, Thomas L. Kempner, Nelson Levy, Norman
Mintz, Gerson Pakula, Joseph A. Sasenick, Elliott J. Siff, William G. Spears and
Aaron Stern, perspectively (the "Plan"). We have examined the Registration
Statement and such other documents and records of Alcide Corporation as we have
deemed relevant and necessary for the purpose of this opinion. By giving this
opinion, we are assuming the authenticity of all instruments presented to us as
originals, the conformity with or originals of all instruments presented to us
as copies and the genuineness of all signatures.
Based upon and subject to the forgoing, we are of the opinion that the
Shares that will be issued pursuant to the Plan, upon the due execution by
Alcide Corporation in accordance with the terms of the Plan, and the receipt of
consideration therefore in accordance with the terms of the Plans, will be
validly issued, fully paid and nonassessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement. In giving such consent, we do not admit that we are in
the category of persons whose consent is required under Section 7 of the Act.
Very truly yours,
PERKINS COIE
Seattle, Washington
February 8, 1996
<PAGE>
EXHIBIT 99.1
ALCIDE CORPORATION
1993 STOCK OPTION PLAN
1. PURPOSE. The purpose of this 1993 Stock Option Plan (the "Plan")
is to secure for Alcide Corporation, a Delaware corporation (the "Company"), and
its shareholders the benefits arising from capital stock ownership by employees,
directors and consultants of the Company and any subsidiaries who will be
responsible for the Company's future by stimulating their efforts on behalf of
the Company's further growth and continued success.
2. SHARES SUBJECT TO THE PLAN. Subject to adjustment, as provided in
paragraph 10, the stock to be offered under the Plan shall consist of shares of
the Company's Common Stock ("Stock"), and the number of shares of Stock that may
be issued upon exercise of all options granted under the Plan shall not exceed
in the aggregate 250,000 shares. Such shares may be authorized and unissued
shares or may be treasury shares. If an option granted under the Plan shall
expire or terminate for any reason without having been exercised in full, the
unpurchased shares subject to such option shall again be available under the
Plan. Stock issued under the Plan may be subject to such restrictions on
transfer, repurchase rights or other restrictions as shall be determined by the
Board of Directors of the Company (the "Board").
3. EFFECTIVE DATE AND DURATION OF THE PLAN.
(a) EFFECTIVE DATE. The Plan shall become effective when
adopted by the Board, but no option granted under the Plan shall be exercised
prior to the approval of the Plan by the holders of at least a majority of the
outstanding shares of capital stock of the Company entitled to vote thereon.
Subject to this limitation, options may be granted at any time after the
effective date and before termination of the Plan.
(b) DURATION. The Plan shall continue in effect until, in the
aggregate, options have been granted and exercised with respect to all of the
shares available under the Plan as set forth in paragraph 2, subject to any
adjustments herein; provided, however, that unless sooner terminated by action
of the Board, the Plan shall terminate on, and no option shall be granted on or
after, the tenth (10th) anniversary of the effective date. The Board shall have
the right to suspend or terminate the Plan at any
1
<PAGE>
time except with respect to options then outstanding under the Plan.
4. ADMINISTRATION.
(a) The Plan shall be administered by the Board, which shall
determine and designate, from time to time, the employees, directors and
consultants to whom options shall be granted and the number of shares to be
covered by each option, the option price, the period of each option, and the
time or times at which options may be exercised. Subject to the provisions of
the Plan, the Board may, from time to time, adopt rules and regulations relating
to administration of the Plan and make all other determinations in the judgment
of the Board necessary or desirable for the administration of the Plan. The
interpretation and construction of the provisions of the Plan and stock option
agreements implemented thereunder by the Board shall be final and conclusive.
The Board may correct any defect or supply any omission or reconcile any
inconsistency in the Plan or in any option agreement in the manner and to the
extent it shall deem expedient to carry the Plan into effect and it shall be the
sole and final judge of such expediency.
(b) COMMITTEE OF THE BOARD. The Board, if it so determines,
may delegate to a committee of the Board consisting of one or more members (the
"Committee") any or all authority for administration of the Plan. If a
Committee is appointed, all references to the Board in the Plan shall mean and
relate to such Committee unless the context requires otherwise.
(c) SECURITIES AND EXCHANGE COMMISSION COMPLIANCE. The
administration of the Plan shall at all times be in accordance with the
requirements of Rule 16b-3 of the Securities and Exchange Act of 1934.
(d) GRANT OF OPTIONS TO DIRECTORS AND OFFICERS. The selection
of a director or an officer (as the terms "director" and "officer" are defined
for purposes of Rule 16b-3) as a recipient of an option, the timing of the
option grant, the exercise price of the option and the number of shares subject
to the option shall be determined either (i) by the Board of directors, of which
all members shall be "disinterested persons" (as hereinafter defined), or (ii)
by two or more directors having full authority to act in the matter, each of
whom shall be a "disinterested person." For the purposes of the Plan, a
director shall be deemed to be a "disinterested person" only if such person
qualifies as a "disinterested person"
2
<PAGE>
within the meaning of Rule 16b-3, as such term is interpreted from time to time.
5. GRANTS, AWARDS AND SALES.
(a) TYPE OF SECURITY. The Board may, from time to time, take
the following action, separately or in combination, under the Plan: (i) grant
Incentive Stock Options, as defined in Section 422A of the Internal Revenue Code
of 1986, as amended (the "Code"), as provided in paragraph 5(b); and (ii) grant
options other than Incentive Stock Options (hereinafter "Nonstatutory Stock
Options") as provided in paragraph 5(c). The Board shall specify the action
taken with respect to each optionee granted any option under the Plan, and shall
specifically designate each option granted under the Plan as an Incentive Stock
Option or Nonstatutory Stock Option.
(b) INCENTIVE STOCK OPTIONS. Incentive Stock Options shall be
subject to the following additional terms and conditions:
(i) In no event shall the aggregate fair market value
(determined at the time such options are granted) of the Stock with respect to
which the employee's Incentive Stock Options first become exercisable during any
calendar year under the Plan or under any other incentive stock option plan
(within the meaning of Section 422A of the Code) of the Company or a subsidiary
or parent corporation of the Company exceed $100,000.
(ii) An Incentive Stock Option may be granted under the
Plan to an employee possessing more than ten percent (10%) of the total combined
voting power of all classes of stock of the Company or of any parent or
subsidiary of the Company only if the option price is at least one hundred ten
percent (110%) of the fair market value of the Stock subject to the option on
the date it is granted and the option by its terms is not exercisable after the
expiration of ten (10) years from the date it is granted.
(iii) Incentive Stock Options may be granted under the Plan
only to employees of the Company or any parent or subsidiary of the Company.
Except as provided in paragraph 9, no Incentive Stock Options granted under the
Plan may be exercised unless at the time of such exercise the optionee is
employed by the Company or any parent or subsidiary of the Company and shall
have been so employed continuously since the date such option was granted.
Absence on leave or on account of
3
<PAGE>
illness or disability shall not be deemed an interruption of employment for this
purpose, except under rules prescribed by the Board in its discretion.
(iv) Subject to paragraphs 5(b)(ii) and 5(b)(iii),
Incentive Stock Options granted under the Plan shall continue in effect for the
period fixed by the Board, except that no Incentive Stock Option shall be
exercisable after the expiration of ten (10) years from the date it is granted.
(v) The option price per share shall be determined by the
Board at the time of grant. Except as provided in paragraph 5(b)(ii), the
option price shall not be less than one hundred percent (100%) of the fair
market value of the shares covered by the Incentive Stock Option at the date the
option is granted. The fair market value of shares covered by an Incentive
Stock Option shall be determined by the Board.
(vi) Stock acquired upon exercise of the Incentive Stock
Options shall not be disposed of: [1] within two (2) years following the date
the option was granted and [2] within one (1) year following the date the Stock
is transferred to the employee.
(c) NONSTATUTORY STOCK OPTIONS. Nonstatutory Stock Options
shall be subject to the following terms and conditions:
(i) Nonstatutory Stock Options may be granted under the
Plan to employees, directors and consultants of the Company or any parent or
subsidiary of the Company. Nonstatutory Stock Options granted under the Plan
shall continue in effect for the period fixed by the Board, except that a
Nonstatutory Stock Option shall not be exercisable after the expiration of ten
(10) years from the date it is granted.
(ii) The option price per share shall be determined by the
Board at the time of grant. The option price may be more or less than or equal
to the fair market value of the shares covered by the Nonstatutory Stock Option
on the date the option is granted, provided that in no event shall the exercise
price be less than eighty-five percent (85%) of the fair market value on such
date. The fair market value of shares covered by a Nonstatutory Stock Option
shall be determined by the Board.
6. EXERCISE OF OPTIONS. Except as provided in paragraph 8, options
granted under the Plan may be exercised from time to time over the period stated
in each option agreement in such
4
<PAGE>
amounts and at such times as shall be prescribed by the Board, provided that
options shall not be exercised for fractional shares. Unless otherwise
determined by the Board at the date of grant, if the optionee does not exercise
an option in any one (1) year with respect to the full number of shares to which
the optionee is entitled in that year, the optionee's rights shall be cumulative
and the optionee may exercise an option as to those shares in any subsequent
year during the term of the option.
7. NONTRANSFERABILITY.
(a) OPTIONS. Each option granted under the Plan by its terms
shall be nonassignable and nontransferable by the optionee, either voluntarily
or by operation of law, except by will or by the laws of descent and
distribution of the state or country of the optionee's domicile at the time of
death, and each such option by its terms shall be exercisable during the
optionee's lifetime only by the optionee. Upon any attempt to transfer, assign,
pledge, hypothecate or otherwise dispose of any option under this Plan or of any
right or privilege conferred hereby or hereunder contrary to the provisions
hereof, or upon the sale or levy or any attachment or similar process upon the
rights and privileges conferred hereby or hereunder, such option relating
thereto shall thereupon terminate and become null and void.
(b) STOCK. Stock issued upon exercise of an option may have, in
addition to restrictions on transfer imposed by law, such restrictions on
transfer as may be determined by the Board.
8. TERMINATION OF EMPLOYMENT OR DEATH.
(a) In the event the employment by or affiliation with the
Company or any parent or subsidiary of the Company by an optionee is terminated
by retirement or for any reason, voluntarily or involuntarily, with or without
cause, other than in the circumstances specified in subparagraph (b) below, any
option held by such optionee may be exercised at any time prior to its
expiration date or the expiration of three (3) months after the date of such
termination of employment (or affiliation), whichever is the shorter period, but
only if and to the extent the optionee was entitled to exercise the option on
the date of such termination. With reference to Nonstatutory Stock Options, the
Board may, in its discretion, extend the three (3) month period any length of
time not later than the expiration date of the option, subject to such terms and
conditions as the Board may determine.
5
<PAGE>
(b) In the event an optionee's employment by or affiliation with
the Company or any parent or subsidiary of the Company is terminated because of
death or permanent disability ("permanent disability" is defined as an illness
which will prevent an optionee from performing his duties for a continuous
period of six months), any and all Incentive Stock Options and/or Non-Statutory
Stock Options held by such optionee shall immediately vest and become
exercisable. If an optionee's employment by or affiliation with the Company is
terminated by death, any option held by the optionee shall be exercisable only
by the person or persons to whom such optionee's rights under such option shall
pass by the optionee's will or by the laws of descent and distribution of the
state or country of the optionee's domicile at the time of death. Any option
governed by this subparagraph must be exercised prior to the earlier of the
expiration of twelve (12) months from the date of disability or death or the
expiration of the option; provided, however, in the event optionee's employment
or affiliation with the Company is terminated because of death or permanent
disability, the Board may, in its discretion, extend the twelve (12) month
period any length of time not later than the expiration date of the option,
subject to such terms and conditions as the Board may determine.
(c) To the extent an option held by any deceased optionee or by
any optionee whose employment or affiliation with the Company is terminated
shall not have been exercised within the limited periods provided above, all
further rights to purchase shares pursuant to such option and all other rights
relating to such option shall cease and terminate at the expiration of such
periods.
9. PURCHASE OF SHARES PURSUANT TO OPTION. Shares may be purchased
or acquired pursuant to an option granted under the Plan only upon receipt by
the Company of notice in writing from the optionee of the optionee's intention
to exercise, specifying the number of shares as to which the optionee desires to
exercise the option and the date on which the optionee desires to complete the
transaction, which shall not be more than thirty (30) days after receipt of the
notice and, unless in the opinion of counsel for the Company such a
representation is not required in order to comply with the Securities Act of
1933, as amended, containing a representation that it is the optionee's present
intention to acquire the shares for investment and not with a view to
distribution. On or before the date specified
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for completion of the purchase of shares pursuant to an option, the optionee
must have paid the Company the full purchase price for such shares in cash
(including cash which may be the proceeds of a loan from the Company), in shares
of Common Stock of the Company previously acquired valued at fair market value
as determined by the Board, or in any combination of cash and such shares of
Common Stock of the Company. No shares shall be issued until full payment
therefor has been made. Each optionee who has exercised an option shall, upon
notification of the amount due, if any, and prior to or concurrently with
delivery of the certificates representing the shares with respect to which the
option was exercised, pay to the Company amounts necessary to satisfy any
applicable federal, state and local tax withholding requirements. If additional
withholding is or becomes required beyond any amount deposited before delivery
of the certificates, the optionee shall pay such amount to the Company on
demand.
10. CHANGES IN CAPITAL STRUCTURE. In the event that the outstanding
shares of Stock of the Company are hereafter increased or decreased or changed
into or exchanged for a different number or kind of shares or other securities
of the Company or of another corporation, by reason of any reorganization,
merger, consolidation, recapitalization, reclassification, stock split-up,
combination of shares or dividend payable in shares, appropriate adjustment
shall be made by the Board in the number and kind of shares issuable upon
exercise of outstanding options, for which options may be granted under the
Plan. In addition, the Board shall make appropriate adjustment in the number
and kind of shares as to which outstanding options, or portions thereof when
unexercised, shall be exercisable, to the end that each optionee's proportionate
interest shall be maintained as before the occurrence of such event. The Board
shall have no obligation to effect any adjustment which would or might result in
the issuance of fractional shares, and any fractional shares resulting from any
adjustment may be disregarded or provided for in any manner determined by the
Board. Any such adjustment made by the Board shall be conclusive. In the event
of dissolution or liquidation of the Company or a merger or consolidation in
which the Company is not the surviving corporation, in lieu of providing for
options or Stock subject to restrictions as described above in this paragraph
10, the Board may, in its sole discretion, (i) provide a thirty (30) day period
immediately prior to such event during which optionees shall have the right to
exercise options in whole or in part without any limitation on exercisability,
except as limited by paragraph 5(b)(i) of the Plan, and
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(ii) waive or modify any such restrictions.
11. CORPORATE MERGERS, ACQUISITION, ETC. The Board may also grant
options having terms, conditions and provisions which vary from those specified
in this Plan provided that any options granted pursuant to this section are
granted in substitution for, or in connection with the assumption of, existing
options or Stock issued by another corporation and assumed or otherwise agreed
to be provided for by the Company pursuant to or by reason of a transaction
involving a corporate merger, consolidation, acquisition of property or stock,
separation, reorganization or liquidation to which the Company or a subsidiary
is a party.
12. AMENDMENT OF PLAN. The Board may, at any time and from time to
time, modify or amend the Plan in such respects as it shall deem advisable
because of changes in the law while the Plan is in effect or for any other
reason. Except as provided in paragraph 10, however, no change in an option
already granted shall be made without the written consent of the holder of such
option. Furthermore, unless approved at an annual meeting or a special meeting
by the holders of at least a majority of the outstanding shares entitled to vote
thereon, no amendment or change shall be made in the Plan (i) increasing the
total number of shares which may be purchased under the Plan, (ii) changing the
minimum purchase prices specified in the Plan, or (iii) increasing the maximum
option periods.
13. APPROVALS. The obligations of the Company under the Plan shall
be subject to the approval of such state or federal authorities or agencies, if
any, as may have jurisdiction in the matter. The Company will use its best
efforts to take such steps as may be required by state or federal law or
applicable regulations, including rules and regulations of the Securities and
Exchange Commission and any stock exchange in which the Company's shares may
then be listed, in connection with the granting of any option under the Plan,
the issuance or sale of any shares purchased upon exercise of any option under
the Plan or the listing of such shares on said exchange. The foregoing
notwithstanding, the Company shall not be obligated to issue or deliver shares
of Stock under the Plan if the Company is advised by its legal counsel that such
issuance or delivery would violate applicable state or federal securities laws.
14. EMPLOYMENT RIGHTS. Nothing in the Plan or any option or Stock
granted pursuant to the Plan shall confer upon (i) any employee any right to be
continued in the employment of the Company
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or any parent or subsidiary of the Company, or to interfere in any way with the
right of the Company or any parent or subsidiary of the Company by whom such
employee is employed to terminate such employee's employment at any time, with
or without cause, or to increase or decrease such employee's compensation, or
(ii) any person engaged by the Company any right to be retained or employed by
the Company or to the continuation, extension, renewal or modification of any
compensation, contract or arrangement with or by the Company.
15. RIGHTS AS A STOCKHOLDER. The holder of an option shall have no
rights as a stockholder with respect to any shares covered by any option
agreement until the date of issue of a stock certificate to him or her for such
shares. Except as otherwise expressly provided in the Plan, no adjustment shall
be made for dividends or other rights for which the record date is prior to the
date such stock certificate is issued.
16. CHANGE IN CONTROL. Awards under the 1993 Plan may be subject to
acceleration, full vesting, or other special treatment triggered by a change in
control or anticipated change in control of the Company. The scope and details
of such provisions may be determined in the discretion of the Board of Directors
or the Committee.
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EXHIBIT 99.2
OPTION AGREEMENT made this ___________ day of ______________ between
ALCIDE CORPORATION, a Delaware corporation (hereinafter called the
"Corporation") and _________________________________ an employee of the
Corporation or one or more of its subsidiaries (hereinafter called the
"Employee");
WITNESSETH:
WHEREAS, the Board of Directors of the Corporation considers it desirable
to acknowledge its appreciation of the contributions made by the Employee to the
Corporation during the prior and current fiscal years by affording the Employee
an opportunity to purchase its common shares, $.01 par value per share,
(hereinafter called the "Common Shares" or "Common Stock").
NOW, THEREFORE, in consideration of the mutual covenants hereinafter set
forth and for other good and valuable considerations, the parties hereto agree
as follows:
1. GRANT OF OPTION. The Corporation hereby grants to the Employee the
right and option (hereinafter called the "Option") to purchase all or any part
of an aggregate of ______ Common Shares (such number being subject to adjustment
as provided in Paragraph 8 hereinbelow) on the terms and conditions herein set
forth.
2. PURCHASE PRICE; PAYMENT ON EXERCISE.
(a) The purchase price of the Common Stock covered by the Option shall be
_____ per share.
(b) At the time of exercise of the Option, the Employee shall tender
payment in full to the Corporation in cash.
3. TERM OF OPTION. The Options may be exercised within the limitations
set forth in this paragraph, at any time or from time to time, as to any part of
or all the Common Shares covered thereby, provided, however, that: (a) the
Option may not be exercised as to less than 100 Common Shares at any one time
(or the remaining Common Shares than purchasable under the Option, if less than
100 shares); (b) one-fifth of said option may not be exercised until ________
<PAGE>
___________ one-fifth on or after _________________, one-fifth on or after
_______________, one-fifth on or after ___________________ and one-fifth on or
after _______________; and (c) the right to purchase the earned Optioned Stock
may be exercised in whole or in part at any time through _____________. Except
as provided in Paragraphs 6 and 7 hereinbelow, the Option may not be exercised
at any time unless the Employee shall have been in the continuous employ of the
Corporation or of one or more of its subsidiaries from the date hereof to the
date of the exercise of the Option. The holder of the Option shall not have any
of the rights of a shareholder with respect to the shares covered by the Option
except to the extent that one or more certificates for such shares shall be
delivered to him/her upon the due exercise of the Option.
4. NONTRANSFERABILITY. The Option shall not be transferable otherwise
than by will or the laws of descent and distribution, and the Option may be
exercised during the lifetime of the Employee only by him/her. More
particularly (but without limiting the generality of the foregoing), the Option
may not be assigned, transferred (except as provided above), pledged or
hypothecated in any way; shall not be assignable by operation of law and shall
not be subject to execution, attachment or similar process. Any attempted
assignment, transfer, pledge, hypothecation or other disposition of the Option
contrary to the provisions hereof and the levy of any execution, attachment or
similar process under the Option shall be null and void and without effect.
5. EMPLOYMENT. In consideration of the granting of the Option and
regardless of whether or not the Option shall be exercised, the Employee will
remain in the employ of the Corporation or one or more of its subsidiaries for a
period of at least one year from the date hereof; and he/she will during such
employment devote his/her entire time, energy and skill to the services of the
Corporation or one or more of its subsidiaries, subject to vacations, sick leave
and other approved absences. Such employment, subject to the provisions of
Paragraph 6 hereinbelow and subject also to the provisions of any contract
between the Corporation or such subsidiary and the Employee, shall be at the
pleasure of the Board of Directors of each employing corporation and at such
compensation as such employing corporation or corporations shall determine. In
the event of any termination of the Employee's employment during the period
which he/she has agreed by the foregoing provision of this Paragraph 5 to remain
in employment
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that is either (a) for "cause" (as hereinafter defined) or (b) voluntary on the
part of the Employee and without the consent of his/her employing corporation or
corporations, the Option (and any other option or options held by him/her under
the Corporation's Incentive Stock Option Plan or other options or plans), to the
extent not theretofore exercised, shall forthwith terminate. (For purposes of
this Paragraph, the term "cause" shall mean gross negligence in the performance
of his/her duties, dishonesty, drug or alcohol addiction, willful
insubordination, commission of a felony or willful misconduct by the Employee.)
6. TERMINATION OF EMPLOYMENT. In the event that the employment of the
Employee shall be terminated (otherwise than by reason of death), the Option
may, subject to the provision of Paragraph 5 hereinabove, be exercised by the
Employee (to the extent that he/she shall have been entitled to do so at the
termination of his/her employment) at any time within three months after such
termination. So long as the Employee shall continue to be an employee of the
Corporation or one of its subsidiaries, the Option shall not be affected by any
change of duties or position. Nothing in this Option Agreement shall confer
upon the Employee any right to continue in the employ of the Corporation or of
any of its subsidiaries or interfere in any way with the right of the
Corporation or any such subsidiary to terminate his/her employment at any time.
7. DEATH OF EMPLOYEE. If the Employee shall die while he/she shall be
employed by the Corporation or one or more of its subsidiaries or within three
months after the termination of his/her employment, the Option may be exercised
(to the extent and within the time frames that the Employee shall have been
entitled to do so at the date of his/her death) by a legatee or designee of the
Employee under his/her last will, or by his/her personal representatives or
distributees, at any time within three months after his/her death.
8. CHANGES IN CAPITAL STRUCTURE. If all or any portion of the Option
shall be exercised subsequent to any share dividend, split-up, recapitalization,
merger, consolidation, combination or exchange of shares, separation,
reorganization or liquidation occurring after the date hereof, as a result of
which shares of any class shall be issued in respect of outstanding Common
Shares or Common Shares shall be changed into the same or a different number of
shares of the same or another class or classes, the person or persons so
exercising the Option shall receive, for the aggregate price paid upon such
exercise, the aggregate number and class of shares which, if
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Common Shares (as authorized at the date hereof) had been purchased at the date
hereof for the same aggregate price (on the basis of the price per share set
forth in Paragraph 2 (a) hereinabove) and had not been disposed of, such person
or persons would be holding, at the time of such exercise, as a result of such
purchase and all such share dividends, split-ups, recapitalizations, mergers,
consolidations, combinations or exchanges of shares, separations,
reorganizations, or liquidations; provided, however, that no fractional shares
shall be issued upon any such exercise, and the aggregate price paid shall be
appropriately reduced on account of any fractional shares not issued. No
adjustment shall be made in the minimum number of shares which may be purchased
at any one time, as fixed by Paragraph 3 hereinabove.
9. METHOD OF EXERCISING OPTION. Subject to the terms and conditions of
this Option Agreement, the Option may be exercised by written notice to the
following: to the Corporation, Attention: President, at 8561 154th Avenue
N.E., Redmond, WA 98052. Such notice shall state the election to exercise the
Option and shall be signed by the person or persons so exercising the Option.
Exercise of the Option shall be accompanied by payment of the full purchase
price of such shares. The certificate for the shares as to which the Option
shall have been so exercised shall be registered in the name of the person or
persons so exercising the Option (or, if the Option shall be exercised by the
Employee and if the Employee shall so request in the notice exercising the
Option, shall be registered in the name of the Employee and another person
jointly, with right of survivorship) and shall be delivered as provided above to
or upon the written order of the person or persons exercising the Option. In
the event the Option shall be exercised, pursuant to Paragraph 7 hereinabove, by
any person or persons other than the Employee, such notice shall be accompanied
by appropriate proof of the right of such person or persons to exercise the
Option. All shares that shall be purchased upon the exercise of the Option
provided herein shall be fully paid and nonassessable.
10. GENERAL. The Corporation shall at all times during the term of the
Option reserve and keep available such number of Common Shares as will be
sufficient to satisfy the requirements of this Option Agreement, shall pay all
original issue and transfer taxes with respect to the issue and transfer of
shares pursuant hereto and all other fees and expenses necessarily incurred by
the Corporation in connection therewith, and will from time to time use its best
efforts
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to comply with all laws and regulations which, in the opinion of counsel for the
Corporation, shall be applicable thereto.
11. SUBSIDIARY. As used herein, the term "subsidiary" shall mean any
present or future corporation which would be a "subsidiary corporation" of the
Corporation, as that term is defined in Section 425 of the Internal Revenue code
of 1954.
IN WITNESS WHEREOF, the Corporation has caused this Option Agreement to be
duly executed by its officers thereunder duly authorized, and the Employee has
hereunto set his hand and seal, on the day and year first above written.
ALCIDE CORPORATION
By
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Joseph A. Sasenick
Its President
Hereunto Duly Authorized
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Employee
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