<PAGE>
As filed with the Securities and Exchange Commission on
File No.
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
MEDIA 100 INC.
(Exact name of registrant as specified in its charter)
Delaware 04-2532613
(State or other jurisdiction of (I.R.S. Employer Identification Number)
organization or incorporation)
290 Donald Lynch Boulevard
Marlborough, Massachusetts 01752-4748
(Address of principal executive offices, including zip code)
----------
1986 EMPLOYEE STOCK PURCHASE PLAN
(Full title of the plan)
Craig Barrows
General Counsel and Secretary
Media 100 Inc.
290 Donald Lynch Boulevard
Marlboro, Massachusetts 01752-4748
(508) 460-1600
(Name, address and telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Proposed Maximum Proposed Maximum
Title of Securities To Amount To Be Offering Price Per Aggregate Offering Amount Of
Be Registered Registered Share(1) Price Registration Fee
<S> <C> <C> <C> <C>
Common Stock,
par value $.01 200,000 shares $4.05 $810,000 $239.00
</TABLE>
(1) The proposed maximum offering price has been estimated solely for the
purpose of determining the registration fee pursuant to Rule 457(c) and (h)
on the basis of the average of the high and low sale prices of Media 100
Inc. Common Stock reported on the Nasdaq National Market on May 6, 1998.
================================================================================
<PAGE>
PART I. INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The information required by Part I is included in documents sent or given
to participants in the 1986 Employee Stock Purchase Plan of Media 100 Inc. (the
"Registrant") pursuant to Rule 428(b)(1).
PART II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed by the Registrant with the Securities and
Exchange Commission are incorporated herein by reference:
(1) Annual Report on Form 10-K for the fiscal year ended November 30,
1997.
(2) Quarterly Report on Form 10-Q for the fiscal quarter ended February
28, 1998.
(3) The description of the Registrant's Common Stock which is contained
in the Registrant's Quarterly Report on Form 10-Q for the fiscal
quarter ended August 31, 1996.
All documents filed by the Registrant pursuant to Sections 13(a), 13(c),
14 and 15(d) of the Securities Exchange Act of 1934, as amended, after the date
hereof and prior to the filing of a post-effective amendment to this
Registration Statement indicating that all securities offered have been sold or
which deregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference herein and to be a part hereof from the date of filing
of such documents.
Any statements contained in a document incorporated by reference herein
shall be deemed to be modified or superseded for purposes of this Registration
Statement to the extent that a statement contained herein or in any other
subsequently filed document which is or is deemed to be incorporated by
reference herein modifies or supersedes such statement. Any such statement so
modified or superseded shall not be deemed, except as modified or superseded, to
constitute a part of this Registration Statement.
Item 5. Interests of Named Experts and Counsel.
The validity of the shares of Common Stock offered hereby has been passed
upon for the Registrant by Craig Barrows, General Counsel and Secretary of the
Registrant. As of the date of this Registration Statement, Mr. Barrows is the
holder of options to purchase 25,000 shares of the Registrant's Common Stock,
granted under the Registrant's Key Employee Incentive Plan (1992).
Item 6. Indemnification of Directors and Officers.
The Registrant is a Delaware corporation. Section 145 of the General
Corporation Law of the State of Delaware ("Section 145") empowers a corporation
to indemnify any person who was or is a party or is threatened to be made a
party to any threatened, pending or completed action, suit or proceeding,
whether civil, criminal, administrative or investigative (other than an action
by or in the right of the corporation), by reason of the fact that he is or was
a director, officer, employee or agent of the corporation or is or was serving
at the request of the corporation as a director, officer, employee or agent of
another corporation or enterprise, against expenses (including attorneys' fees),
judgments, fines and amounts paid in settlement actually and reasonably incurred
by him in connection with such action, suit or proceeding if he acted in good
faith in a manner he reasonably believed to be in or not opposed to the best
interest of the corporation, and, with respect to any criminal action or
proceeding, had no cause to
2
<PAGE>
believe his conduct was unlawful. Section 145 also empowers a corporation to
indemnify any person who was or is a party or is threatened to be made a party
to any threatened, pending or completed action or suit by or in the right of the
corporation to procure a judgment in its favor by reason of the fact that such
person acted in any of the capacities set forth above, against expenses
(including attorneys' fees) actually and reasonably incurred by him in
connection with the defense or settlement of such action or suit if he acted
under similar standards, except that no indemnification may be made in respect
of any claim, issue or matter as to which such person shall have been adjudged
to be liable to the corporation unless and only to the extent that the Delaware
Court of Chancery or the court in which such action was brought shall determine
that despite the adjudication of liability such person is fairly and reasonably
entitled to indemnity for such expenses which the court shall deem proper.
Section 145 further provides that to the extent that a director or officer of a
corporation has been successful in the defense of any action, suit or proceeding
referred to above or in the defense of any claim, issue or matter therein, he
shall be indemnified against expenses (including attorneys' fees) actually and
reasonably incurred by him in connection therewith; that indemnification
provided for by Section 145 shall not be deemed exclusive of any other rights to
which the indemnified party may be entitled; and empowers the corporation to
purchase and maintain insurance on behalf of a director or officer of the
corporation against any such liability asserted against him or incurred by him
in any such capacity or arising out of his status as such whether or not the
corporation would have the power to indemnify him against such liabilities under
Section 145.
Paragraph 8 of the Registrant's Restated Certificate of Incorporation
requires the Registrant, to the maximum extent permitted from time to time under
Delaware law, to indemnify and upon request advance expenses to any person who
is or was a party or is threatened to be made a party to any threatened, pending
or completed action, suit, proceeding or claim, whether civil, criminal,
administrative or investigative, by reason of the fact that such person is or
was or has agreed to be a director or officer of the Registrant or while a
director or officer is or was serving at the request of the Registrant as a
director, officer, partner, trustee, employee or agent of any corporation or
other enterprise, including service with respect to employee benefit plans,
against expenses (including attorneys' fees and expenses), judgments, fines,
penalties and amounts paid in settlement incurred (and not otherwise recovered)
in connection with the investigation, preparation to defend or defense of such
action, suit, proceeding or claim. The foregoing does not require the Registrant
to indemnify or advance expenses to any person in connection with any action,
suit, proceeding, claim or counterclaim initiated by or on behalf of such
person. Any person seeking indemnification under this provision shall be deemed
to have met the standard of conduct required for such indemnification unless the
contrary shall be established.
Paragraph 7 of the Registrant's Restated Certificate of Incorporation
provides that a director of the Registrant shall not be liable to the Registrant
or its stockholders for monetary damages for breach of fiduciary duty as a
director, except to the extent that exculpation from liability is not permitted
under the General Corporation Law of the State of Delaware as in effect at the
time such liability is determined.
The Registrant has obtained a directors' and officers' liability
insurance policy to provide coverage for the Registrant's officers and
directors.
Item 8. Exhibits.
Exhibits required as part of this Registration Statement are listed in
the index on page 5.
3
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that is 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 on Form S-8 to be signed on its behalf by the undersigned, thereunto
duly authorized, in the Town of Marlboro, Massachusetts, this 8th day of May,
1998.
Media 100 Inc.
By: /s/ John A. Molinari
-------------------------
Name: John A. Molinari
Title: President and Chief
Executive Officer
POWER OF ATTORNEY
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. Each person whose signature appears below
hereby authorizes and constitutes John A. Molinari and Steven D. Shea, each of
them singly, his true and lawful attorneys with full power to them, and each of
them singly, to sign for him and in his name in the capacities indicated below
any and all amendments (including post-effective amendments) to this
Registration Statement and to file the same, with exhibits thereto, and other
documents in connection therewith, and he hereby ratifies and confirms his
signature as it may be signed by said attorneys, or any of them, to any and all
such amendments.
<TABLE>
<CAPTION>
Signature Title Date
<S> <C> <C>
/s/ John A. Molinari President and Chief Executive May 8, 1998
- ------------------------------------ Officer and Director
John A. Molinari (Principal Executive Officer)
/s/ Steven D. Shea Corporate Controller and Chief May 8, 1998
- ------------------------------------ Accounting Officer
Steven D. Shea (Principal Financial Officer and
Principal Accounting Officer)
/s/ Maurice L. Castonguay Director May 8, 1998
- ------------------------------------
Maurice L. Castonguay
/s/ Roger W. Redmond Director May 8, 1998
- ------------------------------------
Roger W. Redmond
/s/ Bruce I. Sachs Director May 8, 1998
- ------------------------------------
Bruce I. Sachs
/s/ Paul J. Severino Director May 8, 1998
- ------------------------------------
Paul J. Severino
</TABLE>
4
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit Number Description
<S> <C>
4.1 Restated Certificate of Incorporation of the Registrant
(filed as Exhibit 3.1 to the Annual Report on Form 10-K
for the fiscal year ended November 30, 1996 of Media 100
Inc. (File No.
0-14779)).
4.2 By-laws of the Registrant (filed as Exhibit 3.2 to the
Annual Report on Form 10-K for the fiscal year ended
November 30, 1997 of Media 100 Inc. (File No. 0-14779)).
4.3 Specimen of the form of certificate representing
ownership of shares of the Registrant's Common Stock, par
value $.01 per share (filed as Exhibit 4.3 to
Registration Statement No.
333-24139).
5 Opinion of General Counsel.
23.1 Consent of Arthur Andersen LLP.
23.2 Consent of General Counsel (contained in the opinion filed
as Exhibit 5 to this Registration Statement).
24 Power of Attorney (included in the signature page of this
Registration Statement).
99 1986 Employee Stock Purchase Plan, as amended through March
2, 1998; filed herewith.
</TABLE>
5
<PAGE>
EXHIBIT 5
May 8, 1998
Media 100 Inc.
290 Donald Lynch Boulevard
Marlboro, MA 01752-4748
Ladies and Gentlemen:
This opinion is being furnished in connection with a registration
statement on Form S-8 and all exhibits thereto (the "Registration
Statement"), filed with the Securities and Exchange Commission under the
Securities Act of 1933, as amended, for the registration of 200,000 shares of
Common Stock, par value $.01 per share (the "Shares"), of Media 100 Inc., a
Delaware corporation (the "Company"). The Shares are to be issued pursuant to
the Company's 1986 Employee Stock Purchase Plan (1992) (the "Plan").
I am General Counsel of the Company and am familiar with the action
taken by the Company in connection with the Plan. For purposes of this
opinion, I have examined the Registration Statement, the Plan and such other
documents, records, certificates and other instruments as I have deemed
necessary.
I express no opinion as to the applicability of, compliance with or
effect of federal law or the law of any jurisdiction other than the General
Corporation Law of the State of Delaware.
Based on the foregoing, I am of the opinion that, when the Shares have
been issued and sold in accordance with the terms of the Plan, the Shares
will be validly issued, fully paid and non-assessable. The foregoing opinion
assumes that the per share consideration received by the Company for the
Shares will exceed the par value of the Company's Common Stock.
I hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.
It is understood that this opinion is to be used only in connection
with the offer and sale of the Shares while the Registration Statement is in
effect.
Very truly yours,
/s/ Craig Barrows
--------------------------------
Craig Barrows
General Counsel of Media 100 Inc.
<PAGE>
EXHIBIT 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation
by reference in this registration statement on Form S-8 to our report dated
January 15, 1998 (except with respect to the matters discussed in Note 6(b) and
the last paragraph of Note 3(b), as to which the dates are January 16 and 26,
1998, respectively) included in Media 100 Inc.'s Form 10-K for the fiscal year
ended November 30, 1997 and to all references to our Firm included in this
registration statement.
ARTHUR ANDERSEN LLP
Boston, Massachusetts
May 5, 1998
<PAGE>
MEDIA 100 INC.
1986 Employee Stock Purchase Plan,
as amended through March 2, 1998
Section 1. Purpose of Plan.
The Media 100 Inc. ("Media 100") 1986 Employee Stock Purchase Plan
(the "Plan") is intended to provide a method by which eligible employees of
Media 100 (formerly Data Translation, Inc.) and its subsidiaries
(collectively, the "Company") may use voluntary, systematic payroll
deductions to purchase shares of Common Stock of Media 100 ("stock") and
thereby acquire an interest in the future of the Company. For purposes of the
Plan, a subsidiary is any corporation in which Media 100 owns, directly or
indirectly, stock possessing 50% or more of the total combined voting power
of all classes of stock.
Section 2. Options to Purchase Stock.
Under the Plan, there is available an aggregate of not more than
800,0001 shares of stock (subject to adjustment as provided in Section 16)
for sale pursuant to the exercise of options ("options") granted under the
Plan to employees of the Company ("employees"). The stock to be delivered
upon exercise of options under the Plan may be either shares of Media 100's
authorized but unissued stock, or shares of reacquired stock, as the Board of
Directors of Media 100 (the "Board of Directors") shall determine.
Section 3. Eligible Employees.
Except as otherwise provided in Section 20, each employee who has
completed one month of continuous service in the employ of the Company shall
be eligible to participate in the Plan.
Section 4. Method of Participation.
Subject to the second paragraph of Section 8, the periods January 1
to June 30 and July 1 to December 31 of each year shall be option periods.
Each person who will be an eligible employee on the first day of any option
period may elect to participate in the Plan by executing and delivering, at
least 15 days prior to such day, a payroll deduction authorization in
accordance with Section 5. Such employee shall thereby become a participant
("participant") on the first day of such option period and shall remain a
participant until his participation is terminated as provided in the Plan.
Each participant
- --------
1 An increase in the number of shares authorized for issuance under the Plan
by 200,000 to a total of 800,000 shares was approved by the requisite vote
of stockholders at the Annual Meeting of Stockholders of Media 100 held on
April 15, 1998.
<PAGE>
shall execute, prior to or contemporaneously with his election to participate
in the Plan, the Company's then standard form of Employee Agreement relating
to confidentiality, inventions and the like.
Section 5. Payroll Deductions.
The payroll deduction authorization shall request withholding, at a
rate of not less than 2% nor more than 10%, from the participant's
compensation, by means of substantially equal payroll deductions over the
option period. For purposes of the Plan, "compensation" shall mean all
compensation paid to the participant by the Company including compensation
paid as bonuses and commissions, but excluding overrides, overseas
allowances, and payments under stock option plans and other employee benefit
plans A participant may change the withholding rate of his payroll deduction
authorization by written notice delivered to the Company at least 15 days
prior to the first day of the option period as to which the change is to be
effective. All amounts withheld in accordance with a participant's payroll
deduction authorization shall be credited to a withholding account for such
participant.
Section 6. Grant of Options.
Each person who is a participant on the first day of an option
period shall as of such day be granted an option for such period. Such option
shall be for the number of shares of stock to be determined by dividing (a)
the balance in the participant's withholding account on the last day of the
option period by (b) the purchase price per share of the stock determined
under Section 7, and eliminating any fractional share from the quotient. The
Company shall reduce on a substantially proportionate basis the number of
shares of stock receivable by each participant upon exercise of his option
for an option period in the event that the number of shares then available
under the Plan is otherwise insufficient.
Section 7. Purchase Price.
The purchase price of stock issued pursuant to the exercise of an
option shall be 85% of the fair market value of the stock at (a) the time of
grant of the option or (b) the time at which the option is deemed exercised,
whichever is less. Fair market value shall be determined in accordance with
the applicable provisions of the Internal Revenue Code of 1986, as amended or
restated from time to time (the "Code") or regulations issued thereunder, or
in the absence of any such provisions or regulations, shall be deemed to be
the last sale price at which the stock is traded on the day in question or
the last prior date on which a trade occurred as reported in the Wall Street
Journal; or, if the Wall Street Journal is not published or does not list the
stock, then in such other appropriate newspaper of general circulation as the
Board of Directors may prescribe; or, if the last price at which the stock
traded is not generally reported, then the mean between the reported bid and
asked prices at the close of the market on the day in question or the last
prior date when such prices were reported.
2
<PAGE>
Section 8. Exercise of Options.
If an employee is a participant in the Plan on the last business day
of an option period, he shall be deemed to have exercised the option granted
to him for that period. Upon such exercise, the Company shall apply the
balance of the participant's withholding account to the purchase of the
number of whole shares of stock determined under Section 6, and as soon as
practicable thereafter shall issue and deliver certificates for said shares
to the participant and shall return to him the balance, if any, of his
withholding account in excess of the total purchase price of the shares so
issued. No fractional shares shall be issued hereunder.
Notwithstanding anything herein to the contrary, the Company shall
not be obligated to deliver any shares unless and until, in the opinion of
the Company's counsel, all requirements of applicable federal and state laws
and regulations (including any requirements as to legends) have been complied
with, nor, if the outstanding stock is at the time listed on any securities
exchange, unless and until the shares to be delivered have been listed (or
authorized to be added to the list upon official notice of issuance) upon
such exchange, nor unless or until all other legal matters in connection with
the issuance and delivery of shares have been approved by the Company's
counsel.
Section 9. Interest.
No interest will be payable on withholding accounts.
Section 10. Cancellation and Withdrawal.
A participant who holds an option under the Plan may at any time
prior to exercise thereof under Section 8 cancel all (but not less than all)
of his option by written notice delivered to the Company. Upon such
cancellation, the balance in his withholding account shall be returned to him.
A participant may terminate his payroll deduction authorization as
of any date by written notice delivered to the Company and shall thereby
cease to be a participant as of such date. Any participant who voluntarily
terminates his payroll deduction authorization prior to the last business day
of an option period shall be deemed to have canceled his option.
Section 11. Termination of Employment.
Except as otherwise provided in Section 12, upon the termination of
a participant's employment with the Company for any reason whatsoever, he
shall cease to be a participant, and any option held by him under the Plan
shall be deemed cancelled, the balance of his withholding account shall be
returned to him, and he shall have no further rights under the Plan. For
purposes of this Section 11, a participant's employment will
3
<PAGE>
not be considered terminated in the case of sick leave or other bona fide
leave of absence approved for purposes of this Plan by Media 100 or a
subsidiary or in the case of a transfer to the employment of a subsidiary or
to the employment of Media 100.
Section 12. Death or Retirement of Participant.
In the event a participant holds any option hereunder at the time
his employment with the Company is terminated (1) by his retirement with the
consent of the Company, and such retirement is within three months of the
time such option becomes exercisable, or (2) by his death whenever occurring,
then such participant (or in the event of death, his legal representative)
may, by a writing delivered to the Company on or before the date such option
is exercisable, elect either (a) to cancel any such option and receive in
cash the balance in his withholding account, or (b) to have the balance in
his withholding account applied as of the last day of the option period to
the exercise of his option pursuant to Section 8. In the event such
participant (or his legal representative) does not file a written election as
provided above, any outstanding option shall be treated as if an election had
been filed pursuant to subparagraph (a) above.
Section 13. Participant's Rights Not Transferable, Etc.
All participants granted options under the Plan shall have the same
rights and privileges. Each participant's rights and privileges under any
option granted under the Plan shall be exercisable during his lifetime only
by him, and shall not be sold, pledged, assigned, or otherwise transferred in
any manner whatsoever except by will or the laws of descent and distribution.
In the event any participant violates the terms of this Section, any options
held by him may be terminated by the Company and upon return to the
participant of the balance of his withholding account, all his rights under
the Plan shall terminate.
Section 14. Employment Rights.
Neither the adoption of the Plan nor any of the provisions of the
Plan shall confer upon any participant any right to continued employment with
Media 100 or a subsidiary or affect in any way the right of the Company to
terminate the employment of a participant at any time.
Section 15. Rights as a Shareholder.
A participant shall have the rights of a shareholder only as to
stock actually acquired by him under the Plan.
Section 16. Change in Capitalization.
In the event of a stock dividend, stock split or combination of
shares, recapitalization, merger in which Media 100 is the surviving
corporation or other change
4
<PAGE>
in Media 100's capital stock, the number and kind of shares of stock or
securities of Media 100 to be subject to the Plan and to options then
outstanding or to be granted hereunder, the maximum number of shares or
securities which may be delivered under the Plan, the option price and other
relevant provisions shall be appropriately adjusted by the Board of
Directors, whose determination shall be binding on all persons. In the event
of a consolidation or merger in which Media 100 is not the surviving
corporation or in the event of the sale or transfer of substantially all
Media 100's assets (other than by the grant of a mortgage or security
interest), all outstanding options shall thereupon terminate, provided that
prior to the effective date of any such merger, consolidation or sale of
assets, the Board of Directors shall either (a) return the balance in all
withholding accounts and cancel all outstanding options, or (b) accelerate
the exercise date provided for in Section 8, or (c) if there is a surviving
or acquiring corporation, arrange to have that corporation or an affiliate of
that corporation grant to the participants replacement options having
equivalent terms and conditions as determined by the Board of Directors.
Section 17. Administration of Plan.
The Plan will be administered by the Board of Directors. The Board
of Directors will have authority, not inconsistent with the express
provisions of the Plan, to take all action necessary or appropriate
hereunder, to interpret its provisions, and to decide all questions and
resolve all disputes which may arise in connection therewith. Such
determinations of the Board of Directors shall be conclusive and shall bind
all parties.
The Board may, in its discretion, delegate its powers with respect
to the Plan to an Employee Benefit Plan Committee or any other committee (the
"Committee"), in which event all references to the Board of Directors
hereunder, including without limitation the references in Section 18, shall
be deemed to refer to the Committee. A majority of the members of any such
Committee shall constitute a quorum, and all determinations of the Committee
shall be made by a majority of its members. Any determination of the
Committee under the Plan may be made without notice or meeting of the
Committee by a writing signed by a majority of the Committee members.
Section 18. Amendment and Termination of Plan.
The Board of Directors may at any time or times amend the Plan or
amend any outstanding option or options for the purpose of satisfying the
requirements of any changes in applicable laws or regulations or for any
other purpose which may at the time be permitted by law, provided that
(except to the extent explicitly required or permitted herein) no such
amendment will, without the approval of the shareholders of Media 100, (a)
increase the maximum number of shares available under the Plan, (b) reduce
the option price of outstanding options or reduce the price at which options
may be granted, or (c) amend the provisions of this Section 18 of the Plan,
and no such amendment will adversely affect the rights of any participant
(without his consent) under any option theretofore granted.
5
<PAGE>
The Plan may be terminated at any time by the Board of Directors,
but no such termination shall adversely affect the rights and privileges of
holders of the outstanding options.
Section 19. Approval of Shareholders.
The Plan shall be subject to the approval of the shareholders of the
Company, which approval shall be secured within twelve months after the date
the Plan is adopted by the Board of Directors. Notwithstanding any other
provisions of the Plan, no option shall be exercised prior to the date of
such approval. For purposes of the foregoing, any increase in the number of
shares described in Section 2, other than pursuant to adjustment as provided
in Section 16, shall be treated as an adoption of the Plan with respect to
the additional shares.
Section 20. Limitations on Eligibility.
Notwithstanding any other provision of the Plan,
(a) An employee shall not be eligible to receive an option pursuant
to the Plan if, immediately after the grant of such option to him, he would
(in accordance with the provisions of Sections 423 and 425(d) of the Code)
own or be deemed to own stock possessing 5% or more of the total combined
voting power or value of all classes of stock of the employer corporation or
of its parent or subsidiary corporation, as defined in Section 425 of the
Code.
(b) No employee shall be granted an option under the Plan which
would permit his rights to purchase shares of stock under all employee stock
purchase plans of the Company and any parent and subsidiary corporations to
accrue at a rate which exceeds $25,000 in fair market value of such stock
(determined at the time the option is granted) for each calendar year during
which any such option granted to such employee is outstanding at any time, as
provided in Sections 423 and 425 of the Code. Without limiting the foregoing,
the maximum number of shares for which an employee may be granted an option
under the Plan for any six-month option period shall be the number of whole
shares obtained by dividing $12,500 by the fair market value of one share of
Common Stock on the date of grant.
6
