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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-KSB
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED DECEMBER 31, 1995
Commission file number 0-12113
TIGERA GROUP, INC.
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(Exact Name of Small Business Issuer in its charter)
Delaware 94-2691724
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(State of Incorporation) (I.R.S. Employer
Identification No.)
667 Madison Avenue, 25th Floor, New York, NY 10021
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(Address of principal executive offices) (Zip Code)
Issuer's telephone number, including area code: 212-644-8880
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Securities registered pursuant to Section 12(b) of the Act: None
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Securities registered pursuant to Section 12(g) of the Act:
Common Stock, $.01 par value
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Check whether the issuer (1) has filed all reports required to be filed by
Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding
12 months (or for such shorter period that the registrant was required to file
such reports), and (2) has been subject to such filing requirements for the
past 90 days. Yes X No .
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Check if disclosure of delinquent filers pursuant to Item 405 of Regulation S-B
is not contained herein, and will not be contained, to the best of registrant's
knowledge, in definitive proxy or information statements incorporated by
reference in Part III of this Form 10-KSB or any amendment to this Form 10-KSB.
/ /
Issuer's revenues for its most recent fiscal year: None.
Aggregate market value of the Common Stock, $.01 par value, held by
non-affiliates of the registrant based on the closing price of such stock on
March 8, 1996, was $28,473,334. On such date, the closing price of
registrant's Common Stock was $2.03 per share. Solely for the purposes of this
calculation, shares beneficially owned by directors, executive officers and
stockholders of the registrant that beneficially own more than 10% of the
registrant's voting stock have been excluded, except shares with respect to
which such directors and officers disclaim beneficial ownership. Such
exclusion should not be deemed a determination or admission by the registrant
that such individuals are, in fact, affiliates of the registrant.
The number of shares of Common Stock, $.01 par value, outstanding as of March
8, 1996 was 21,886,301.
Page 1 of 107 pages.
Exhibit Index begins on page 26 hereof.
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PART I
ITEM 1. DESCRIPTION OF BUSINESS
(a) Business of Issuer.
The principal activity of Tigera Group, Inc. (the "Company" or
the "Registrant"), formerly named Fortune Systems Corporation, consists of
seeking and evaluating candidates for acquisition. The Company has established
strategic and financial criteria and is engaged in the identification of and
has had discussions with a number of candidates. The major considerations are
that the Company acquire a controlling equity position in an established entity
with growth potential. Additionally, the candidate for acquisition should have
an experienced management team, a history of profitability, a competitive
position in its industry and a solid plan for future growth from a combination
of internal expansion and external acquisitions. Although helpful to the
acquisition process, the Company's criteria are not intended to be definitive,
but rather reflect priorities and objectives. The Company identifies potential
acquisition candidates through communications with investment banking, broker,
legal and accounting firms and other sources. The Company competes for
acquisitions against domestic and international companies, financial groups and
other entities, many of which may have greater financial resources and
borrowing capacity than the Company.
On March 7, 1996, the Company announced that it has reached an
agreement in principle to acquire a controlling interest in a privately held
manufacturing and distribution company. The company, which was not identified,
reported sales in the $75,000,000-$100,000,000 range in 1995. The acquisition
is subject to the conclusion of a mutually acceptable definitive acquisition
agreement, as well as numerous other conditions.
On November 8, 1995, Beverly Hills Bancorp sold to Victory
Capital LLC, formerly Forschner Enterprises, Inc. ("Victory") its holdings of
shares of Common Stock, par value $.01 per share, of the Company ("Common
Stock") owned directly and indirectly (4,740,000 shares) for $.90 per share.
Victory makes investments in entities in which it holds either controlling or
non-controlling equity interests. Victory also purchased, or agreed to
purchase, certain shares of the Company owned by Albert M. Zlotnick (1,731,000
shares) and Michael S. Berlin (248,250 shares) at $.90 per share which
purchases were completed on November 15, 1995 and January 4, 1996,
respectively. The Company has retained Albert M. Zlotnick as a consultant for
a period of two years from December 1, 1995, at a rate of $15,000 per month.
From February 1993 to November 1995, Mr. Zlotnick served as Chairman of the
Board and Chief Executive Officer of the Company and was paid a salary of
$20,000 per month. Effective as of November 8, 1995, all of the prior
directors of the Company resigned (except for Albert M. Zlotnick and A. Clinton
Allen) and were replaced by directors recommended by Victory. Victory and its
affiliates currently hold approximately 36% of the outstanding shares of Common
Stock of the Company.
(b) Business Development.
The Company, a Delaware corporation, was incorporated on
September 29, 1980 under the name Fortune Systems Corporation. Prior to 1987,
the Company was engaged in the computer hardware and software business.
In June 1987, the Company completed the sale of substantially
all of the operating assets of its computer hardware business to SCI
Technology, Inc., retaining its wholly-owned software subsidiary, Tigera
Corporation. The proceeds from the sale of the computer business assets were
approximately $15,500,000, approximating the net book value of the assets sold
and the liabilities assumed. Pursuant to the terms of the transaction, the
Company changed its name to Tigera Group, Inc., and retained its cash, tax
attributes and certain assets and liabilities. On November 4, 1988, the
Company completed the sale of substantially all of the assets of its software
business to Wang Laboratories, Inc. for $1,400,000 in cash and the assumption
of certain liabilities, and a gain of $655,000 was recorded.
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On March 31, 1989, the Company purchased a minority interest
in Cinexus Capital Corporation ("Cinexus") for approximately $2,522,000.
Simultaneously, Cinexus purchased substantially all of the business and assets
of Panavision (Canada) Corporation ("Panavision"), a Canadian corporation
primarily engaged in the rental of cameras, lenses and other related film and
television industry equipment. At the same time, the Company, in a separate
investment, loaned Panavision approximately $1,471,000. Due to substantial
operating losses at Cinexus and Panavision and Panavision's default of certain
covenants under its senior secured term loan agreement, the Company wrote off
the Cinexus investment in 1990 and reserved for the Panavision loan in 1991.
As a result of Panavision's restructuring during December 1992, the Company's
loan was converted into a minority investment in Panavision. The Company
received net proceeds of approximately $50,000 for its minority investment in
Panavision, which amount was recorded as of December 31, 1994.
In April 1991, the Company purchased a pool of trucks which
were leased to third parties and appointed Lend Lease Trucks, Inc. ("Lend
Lease") its marketing and service agent. Lend Lease was responsible for the
re-marketing of the trucks at the end of the leases and guaranteed the
repayment to the Company of the residual value of the trucks. In 1994, the
Company sold its remaining ownership interest in the leased trucks to Lend
Lease, simultaneously with Lend Lease's sale of its operating assets and
contracts to Ryder System Inc. As a result of this transaction, the Company
recognized a loss of approximately $194,000.
In 1986, the Company established a wholly-owned subsidiary,
San Carlos Insurance Ltd. ("San Carlos"), engaged in the business of providing
directors' and officers' liability insurance to the Company. In the event that
a legal action is filed against any officer or director of the Company acting
in the capacity of officer and/or director, San Carlos will cover the claim up
to a limited amount, after the exhaustion of any applicable liability insurance
with an outside insurance company, and the amount covered would result in a
charge to the Company's consolidated operating results at such time. In
addition, the stockholders and Board of Directors approved agreements
indemnifying the officers and directors acting in that capacity. Under these
agreements, the Company agreed to advance legal costs in the event a legal
action is filed involving an indemnified officer or director, if he/she acted
in good faith and in a manner reasonably believed to be in or not opposed to
the best interests of the Company. Restricted cash of $1,000,000 has been set
aside to cover such claims and is not available for use by the Company. As of
December 31, 1995, the Company had $2,000,000 of primary directors' and
officers' liability insurance coverage with an outside insurance company, for a
total coverage of $3,000,000, subject to certain exclusions.
ITEM 2. DESCRIPTION OF PROPERTIES
As of January 1, 1996, the Company rents office space from,
and makes certain support personnel payments to, Victory and Noel Group, Inc.
("Noel") on a month-to-month basis at a monthly cost of $12,750. During 1995
and 1994, the Company was located in space rented from an unaffiliated third
party on a month-to-month basis at a monthly cost of $2,500. See "Certain
Relationships and Related Transactions."
ITEM 3. LEGAL PROCEEDINGS
On December 3, 1991, Civil Action No. 12374, Smith vs.
Gilinski, et al, was filed in the Court of Chancery of the State of Delaware
(the "Court") by a stockholder as a derivative action against eleven former
officers and directors of the Company and the Company as a nominal defendant.
The parties have reached an agreement in principle to settle the litigation.
Pursuant to that agreement, the Company's directors' and officers' outside
insurance carrier will pay to the Company $140,000 (the "Settlement Fund").
The plaintiff will apply to the Court for an award of attorneys' fees and
expenses, to be paid from the Settlement Fund. Defendants have agreed not to
oppose payment to plaintiff of attorneys' fees and expenses up to $55,000,
which would result in net proceeds to the Company of $85,000. Since this
litigation was filed, the Company has charged approximately $170,000 to
operations for legal fees and expenses. The settlement is subject to the
execution of final documents and to Court approval.
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ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None.
PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON STOCK AND RELATED
STOCKHOLDER MATTERS
A. Market Information.
The Company's shares of Common Stock are currently quoted in the
National Quotation Bureau's Pink Sheets ("NQB") under the trading symbol
"TYGRA". Prior to September 30, 1995, the Common Stock traded on The Nasdaq
Stock Market ("NASDAQ"). On September 30, 1995, NASDAQ no longer listed the
Common Stock since the Company did not have an operating business. The
following table sets forth the range of high and low sales prices as reported
by NASDAQ for shares of Common Stock for each quarter during 1994 and for the
first three quarters of 1995. The high and low bid prices for the quarter
ended December 31, 1995, as reported by the NQB, reflect inter-dealer prices,
without retail mark up, mark down or commission and may not represent actual
transactions. The public market for Common Stock is limited, and the foregoing
quotations should not be taken as necessarily reflective of prices which might
be obtained in actual market transactions or in transactions involving
substantial numbers of shares.
<TABLE>
<CAPTION>
1995 1994
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High Low High Low
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<S> <C> <C> <C> <C>
Fiscal quarter ended March 31 $.81 $.47 $.59 $.38
Fiscal quarter ended June 30 .81 .53 .63 .38
Fiscal quarter ended September 30 .75 .56 .66 .47
Fiscal quarter ended December 31 1.28 .50 .56 .50
</TABLE>
B. Holders.
On March 8, 1996, as reported by the Company's transfer agent, there
were 21,886,301 shares of Common Stock issued and outstanding which were held
of record by 2,125 persons, including several holders who are nominees for an
undetermined number of beneficial owners.
C. Dividends.
The Company has not paid cash dividends on its Common Stock.
ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION OR
PLAN OF OPERATIONS
Results of Operations
In 1994, the Company sold its remaining ownership interest in
certain leased trucks to Lend Lease, simultaneously with Lend Lease's sale of
its operating assets and contracts to Ryder System Inc. As a result of this
transaction, the Company recognized a loss of approximately $194,000 and had no
lease revenue, depreciation of revenue-earning vehicles or gross profit during
1995.
General and administrative expenses, including expenses
relating to the Company's search for acquisition candidates, day-to-day
operational costs and professional fees, were $853,000 for the year ended
December 31, 1995, and $830,000 for the year ended December 31, 1994. During
1995, the Company incurred increased legal expenses relating to a lawsuit
concluded during January
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1995, regarding the scheduling of the Annual Meeting of Shareholders and
expenses for the holding of such Annual Meeting on April 7, 1995, which were
offset by reduced expenses relating to fees and expenses of the Board of
Directors and a reduction in personnel.
Interest income increased to $700,000 for the year ended
December 31, 1995, from $475,000 for the year ended December 31, 1994. The
increase is attributable to higher average balances of United States Treasury
Bills as a result of the Company's revenue from and sale of revenue-earning
equipment and an increase in interest rates.
If the Company is unable to acquire control of an operating
business or businesses, it may be required to register as an investment company
under the Investment Company Act of 1940, as amended ("Act"). The Company is
unable to predict what effect registration under such Act would have, but it
believes that its ability to pursue its current business plan could be
adversely affected as a result. The most significant difference with respect
to financial statement presentation and disclosure requirements for companies
registered under the Act would require the investments held by the Company to
be adjusted to market value at the balance sheet date. Given the nature of the
investments held by the Company, the Company believes that the financial
statement reporting and disclosure requirements would not be materially
different from those presented herein.
As of December 31, 1995, the Company has net operating loss
carryforwards of approximately $88,000,000, which are available to offset
future taxable income expiring from 1996 through 2010. The Company also has
available investment and research and development credits of approximately
$2,000,000 expiring in 1996 through 2000. The ability of the Company to
utilize these carryforwards in future years may be limited, or even eliminated.
Specifically, the Internal Revenue Code of 1986, as amended (the "Code"),
imposes substantial limitations under certain circumstances on the use of net
operating loss carryforwards upon the occurrence of an "ownership change" (as
defined in Section 382 of the Code). An "ownership change" can result from
issuances of equity securities by the Company, purchases of the Company's
securities by the Company, purchases of the Company's securities in the
secondary market by existing or new stockholders or a combination of the
foregoing. The Company's desire to issue new equity securities could be
limited in order to prevent such an "ownership change" from occurring.
Alternatively, certain shareholders could occasion an ownership change if they
substantially increased their ownership of the Company's Common Stock. The
Company has determined that an "ownership change" has not occurred through
December 31, 1995, based on the information available to it.
Liquidity and Capital Resources
Cash and cash equivalent balances decreased to $176,000 as of
December 31, 1995, compared with $214,000 as of December 31, 1994. The
decrease is primarily attributable to the payment of general and administrative
expenses in excess of interest income.
As of December 31, 1995, the Company's principal source of
funds consisted of $176,000 in cash and cash equivalents, and $10,860,000 of
United States Treasury Bills. Near-term capital requirements for operating
expenses and payment of liabilities are expected to be financed through cash
flow from interest income and existing cash balances. The Company may finance
future acquisitions from a number of sources, including but not limited to
existing cash balances, bank debt, the use of promissory notes and the issuance
of additional debt or, to the extent possible, equity securities.
ITEM 7. FINANCIAL STATEMENTS
The Consolidated Financial Statements of the Company appear on
pages F-1 through F-10.
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ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
AND FINANCIAL DISCLOSURE
None.
PART III
ITEM 9. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT; COMPLIANCE
WITH SECTION 16(a) OF THE EXCHANGE ACT
The directors and executive officers of the Company are as
follows:
<TABLE>
<CAPTION>
Director and/or
Name Age Position(s) Executive Officer Since
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<S> <C> <C> <C>
Donald T. Pascal 36 President and Chief Executive November 1995
Officer; Director(1)
Louis Marx, Jr. 64 Co-Chairman; Director(2) November 1995
Deborah A. Farrington 45 Co-Chairman; Director (1)(3) November 1995
Albert M. Zlotnick 70 Director December 1992; Mr.
Zlotnick served as
Chairman of the Board and
Chief Executive Officer
from December 1992 to
November 1995
Robert E. Kelly 52 Senior Vice President, Chief September 1991 (Secretary
Financial Officer and Secretary since November 1995)
Charles J. Di Bona II 31 Vice President February 1996
A. Clinton Allen 52 Director(1) April 1995
Ramon D. Ardizzone 58 Director(3) November 1995
Clarke H. Bailey 41 Director(1) November 1995
Herbert M. Friedman 64 Director November 1995
Michael A. Weatherly 63 Director(2)(3) November 1995
</TABLE>
(1) Member of the Executive Committee.
(2) Member of the Stock Option and Compensation Committee.
(3) Member of the Audit Committee.
Directors hold office until the next annual meeting of stockholders of
the Company and until their successors have been elected and qualified or until
their earlier resignation or removal. Officers serve at the discretion of the
Board of Directors. No family relationship exists among any of the executive
officers and directors of the Company.
The following sets forth the principal occupations of each of the
Company's executive officers and directors during the previous five years, as
well as the names of any other public or affiliated companies or registered
investment companies of which they are directors.
Donald T. Pascal has been a director and President and Chief
Executive Officer of the Company since November 1995. Mr. Pascal has also
served as a Managing Director of Noel, a company which conducts its operations
through small and medium-sized operating companies in which Noel holds
controlling or other significant equity interests, since November 1991.
Previously, Mr. Pascal served as
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a director of Noel from October 1989 until November 1991, and as a Vice
President and Secretary of Noel from May 1988 until November 1991, when he
became a Managing Director. He served as a Vice President of The Prospect
Group, Inc., a company which prior to its adoption in 1990 of a Plan of
Complete Liquidation and Dissolution conducted its major operations through
subsidiaries acquired in leveraged buyout transactions ("Prospect"), from March
1986 until February 1989. Prior to joining Prospect, Mr. Pascal worked in the
venture capital operations of E. M. Warburg Pincus & Co., Inc. and for
Strategic Planning Associates, a management consulting firm. Mr. Pascal is
President and a director of TDX Corporation, a holding company with interests
in health services, and a director of Sylvan Inc., a company which produces
mushroom spawn and fresh mushrooms.
Louis Marx, Jr. has served as a director and Co-Chairman of
the Board of the Company since November 1995. Mr. Marx has also served as an
executive officer and a director of Victory since its inception and is
Co-Chairman of the Board and Chairman of Victory's Executive Committee. Mr.
Marx is a founder of Noel and has served as a director of Noel and its
predecessor since its formation in 1969. Mr. Marx was President of Noel from
1969 until December 1987, served as Chairman and Chief Executive Officer from
December 1987 until April 1988, and has served as Chairman of the Executive
Committee since April 1988. As a venture capital investor for more than thirty
years, Mr. Marx, together with his close business associates, have been
founders or substantial investors in such companies as Pan Ocean Oil
Corporation, Donaldson, Lufkin & Jenrette, Bridger Petroleum Corporation Ltd.,
Questor Corporation, Environmental Testing and Certification Corporation,
Garnet Resources Corporation, Prospect and Staffing Resources, Inc., a provider
of diversified staffing services, primarily in the Southwestern, Rocky Mountain
and Southeastern regions of the United States ("Staffing"). Mr. Marx assembled
the group of individuals which comprise Prospect's and Noel's respective
management teams. Mr. Marx served as a director of Prospect from February
1986, and as Chairman of Prospect's Asset Committee from October 1988 until
January 1990. Mr. Marx is also Chairman of the Management Committee and a
director of The Forschner Group, Inc., the exclusive United States and Canadian
importer and distributor of Victorinox Original Swiss Army Officers' knives,
professional cutlery, as well as the marketer of Swiss Army Brand watches and
other products ("Forschner Group"), a director and member of the Compensation
Committee of Cyrk, Inc., a distributor of products for promotional programs,
custom-designed shorts, apparel and accessories. Mr. Marx also serves as a
Trustee of the New York University Medical Center and Middlebury College, and
as Chairman of the Madison Avenue Fund for Children. He is President and a
director of Victorinox - Swiss Army Knife Foundation, a non-profit corporation
formed by Forschner Group for charitable purposes, including the improvement of
the welfare of underprivileged children.
Deborah A. Farrington has served as a director and Co-Chairman
of the Board of the Company since November 1995, having previously served from
1991 to early 1993, as Executive Vice President and a director of the Company,
and is currently President and Chief Executive Officer of Victory. She also
currently serves as Chairman of the Board of Staffing. She was a consultant to
Forschner Group from early 1993 to early 1994. From 1987 to 1991, she was
Managing Director, Corporate Finance, for The Asian Oceanic Group, both in New
York and Hong Kong, where she assisted Asian companies in acquiring U.S. brand
names and distribution. From 1976 to 1987, Ms. Farrington was with Merrill
Lynch & Co., where she held various management and corporate finance positions,
both domestic and international.
Albert M. Zlotnick has served as a director of the Company
since 1992. He is a private investor and financial consultant. He is the sole
general partner of Asset Ventures I, a Pennsylvania limited partnership which
owns 42.9% of the common stock of Beverly Hills Bancorp. Mr. Zlotnick
currently serves as Chairman of the Board of the following public companies:
Beverly Hills Bancorp, P.H.C., Inc., Electronic Data Controls, Inc., Robin
Industries, Inc., Bala Cynwyd Corporation, Convention Centers, Inc., Upward
Technology Corporation and Medtech Diagnostics, Inc., and as a director of
Comprehensive Holdings Corporation, S.A. and Federated Purchasers, Inc.
Robert E. Kelly is Senior Vice President and Chief Financial
Officer of the Company and has served in these capacities since September 1991.
Additionally, Mr. Kelly was elected Secretary of the Company in November 1995.
From 1982 to 1986, he was with Sandgate Corporation ("Sandgate"), a former
American Stock Exchange holding company, where he last served as Executive Vice
President, Chief Financial Officer and Director. He also served as President
of Allstate Vehicles, Inc. ("Allstate"), a
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vehicle leasing subsidiary of Sandgate. In 1986, he purchased Allstate and
Calvan Leasing from Sandgate and sold both prior to joining the Company. Mr.
Kelly was a director of the Company from December 1991 to August 1994.
Charles J. Di Bona II has served as Vice President of the
Company since February 1996. Mr. Di Bona has served as a Vice President of
Victory since August 1994. From 1992 to 1994, he attended Harvard Business
School and received an MBA degree in June 1994. From 1991 to 1992, he worked
as a mortgage securities and derivatives consultant. From 1990 to 1991, he was
a Vice President in the Mortgage-Backed Securities Department of Dean Witter
Reynolds. From 1986 to 1990, Mr. Di Bona held several positions in finance and
trading at Drexel Burnham Lambert, leaving as Vice President.
A. Clinton Allen has served as a director of the Company since
April 1995 and as Chairman of the Executive Committee of the Company since
November 1995. Mr. Allen is currently Chairman and Chief Executive Officer of
A. C. Allen and Company, a Massachusetts based consulting firm. He also serves
as Vice Chairman of the Board and as a director of The DeWolfe Companies, a
real estate company and of Psychemedics Corporation, a company that provides
testing services for the detection of substance abuse through an analysis of
hair samples, and is a director of Forschner Group, Victory and Sweetwater,
Inc., a manufacturer of portable water filtration systems.
Ramon D. Ardizzone has served as a director of the Company
since November 1995, and is currently President and Chief Executive Officer and
a director of Glenayre Technologies, Inc. ("Glenayre"), a paging and messaging
infra-structure technology company. From 1989 until June 1995, Mr. Ardizzone
was associated with Glenayre in various capacities. Mr. Ardizzone is also a
director of UAC Holdings Corp., a data storage and retrieval technology
company.
Clarke H. Bailey has served as a director of the Company since
November 1995. Since February 1995, Mr. Bailey served as Chairman of the Board
and Chief Executive Officer of United Acquisition Company, an acquisition
company, and Chairman of the Board and Chief Executive Officer of United Gas
Holding Corporation, an acquisition company. He is also currently Chairman of
the Board and a director of Arcus, Inc., the leading national provider of
secure off-site computer data storage, transportation and related disaster
recovery services, and a director and Co-Chairman of the Board of Victory. He
served as Chief Executive Officer and a director of Glenayre (formerly N-W
Group, Inc.) from December 1990 until March 1994 and as its Vice Chairman of
the Board since November 1992. In March 1994, Mr. Bailey was named Chairman of
the Executive Committee of the Board of Glenayre, and he relinquished the title
of Chief Executive Officer. Prior to joining Glenayre, he was at Oppenheimer &
Co., Inc. from 1984 to 1990, where he served in a variety of capacities, most
recently as Managing Director and Head of the Principal Investments Department.
Herbert M. Friedman, Esq. has served as a director of the
Company since November 1995. He has been a member of the law firm of Zimet,
Haines, Friedman & Kaplan since 1967. Zimet, Haines, Friedman & Kaplan acts as
counsel to the Company. Mr. Friedman is also a director of Noel, Forschner
Group, Victory and Prospect.
Michael A. Weatherly has served as a director of the Company
since November 1995. He is also Director of Trade Relations of Forschner
Group. He has served as President of WinCom Inc., a venture capital firm,
since 1987, and from 1974 to 1987, he was President and Chief Executive Officer
of Forschner Group. From 1968 to 1974, Mr. Weatherly was President and Chief
Executive Officer of Viking Oil Resources, a world-wide natural resource
company, and from 1960 to 1969, he was President of Argyle Publishing Inc., of
which he was a founder. Argyle Publishing was sold to Metromedia in 1968.
MEETINGS AND COMMITTEES OF THE BOARD
The Board of Directors currently has standing Executive, Audit and
Stock Option and Compensation Committees. There is no formal Nominating
Committee; the Board of Directors performs this function. None of the
directors who serve on any of such Committees is an employee or officer of
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the Company except that Deborah A. Farrington, who serves on the Executive and
Audit Committees, is Co-Chairman of the Board, Louis Marx, Jr., who serves on
the Stock Option and Compensation Committee, is Co-Chairman of the Board and
Donald T. Pascal, who serves on the Executive Committee, is President and Chief
Executive Officer.
The Executive Committee was established in November 1995 and currently
consists of A. Clinton Allen, its Chairman, Clarke H. Bailey, Deborah A.
Farrington and Donald T. Pascal. The Executive Committee has all the powers of
the Board of Directors in the management of the business and affairs of the
Company, including, without limitation, the power and authority to declare a
dividend, authorize the issuance of stock and adopt a certificate of ownership
and merger pursuant to Section 253 of the Delaware General Corporation Law.
The Executive Committee did not meet during the fiscal year ended December 31,
1995.
The Audit Committee currently consists of Ramon D. Ardizzone, its
Chairman, Michael A. Weatherly and Deborah A. Farrington. Prior to November 8,
1995 the Audit Committee consisted of Irving I. Lassoff, Albert M. Zlotnick and
Robert E. Kelly which committee as then constituted met once during the fiscal
year ended December 31, 1995. The Audit Committee recommends to the Board of
Directors the appointment of independent public accountants, meets periodically
with the accountants of the Company and certain officers of the Company to
ensure the adequacy of internal controls and reporting, reviews the Company's
consolidated financial statements, the scope of the audit of the Company's
annual financial statements and auditing fees and such statements and audited
reports related thereto and performs such other duties relating to the
financial statements and other matters of the Company as the Board of Directors
may assign from time to time.
The Stock Option and Compensation Committee was established in
November 1995 to replace the Compensation Committee and currently consists of
Louis Marx, Jr., its Chairman and Michael A. Weatherly. Prior to November 8,
1995, the Compensation Committee consisted of Michael S. Berlin, Irving I.
Lassoff and James A. Martin, III. The Stock Option and Compensation Committee
has all of the powers of the Board of Directors to grant options and to
exercise all powers under and pursuant to the Company's 1991 Stock Incentive
Plans and to take all action in respect of the approval of the compensation and
bonuses paid by the Company. During the fiscal year ended December 31, 1995,
the Stock Option and Compensation Committee met twice. The Compensation
Committee met once.
During the fiscal year December, 1995, the Board of Directors held
four meetings. All of the directors attended at least 75% of the total number
of meetings they were eligible to attend, during the fiscal year ended December
31, 1995, by (i) the Board and (ii) the Board Committees of which they were
members.
COMPLIANCE WITH SECTION 16(a) OF THE SECURITIES EXCHANGE ACT OF 1934
Section 16(a) of the Securities Exchange Act of 1934 requires the
Company's officers and directors, and persons who own more than ten percent of
a registered class of the Company's equity securities, to file reports of
ownership and changes in ownership with the SEC and to furnish the Company with
copies of such reports.
Based solely on its review of the copies of such forms furnished to
the Company by such reporting persons during the fiscal year ended December 31,
1995, or written representations from such reporting persons that no Forms 5
were required for those persons with respect to such period, the Company
believes that during the fiscal year ended December 31, 1995 all filing
requirements applicable to its officers, directors, and greater than
ten-percent beneficial owners were complied with, except that the Forms 3 for
each of Ramon D. Ardizzone, Clarke A. Bailey, Louis Marx, Jr. and Donald T.
Pascal were filed five days late and the Form 3 for Victory was filed twelve
days late.
- 9 -
<PAGE> 10
ITEM 10. EXECUTIVE COMPENSATION
EXECUTIVE COMPENSATION
The following table sets forth certain information regarding
compensation awarded or paid to, or earned by, during each of the last three
fiscal years, the persons who served as the Chief Executive Officer during the
fiscal year ended December 31, 1995, and the Company's executive officers
(other than the Chief Executive Officers) who were serving as executive
officers at December 31, 1995 and whose total salary and bonus during the
fiscal year ended December 31, 1995 exceeded $100,000 (the "Named Executive
Officers").
<TABLE>
<CAPTION>
LONG-TERM
COMPENSATION:
ANNUAL ----------------
COMPENSATION: # OF SECURITIES
--------------- UNDERLYING ALL OTHER
NAME AND PRINCIPAL POSITION YEAR SALARY OPTIONS/SAR'S COMPENSATION
- --------------------------- ------------------ ------------- ------------
<S> <C> <C> <C> <C>
Donald T. Pascal (1) 1995 $ - 0 - 800,000(2) - 0 -
President and 1994 - 0 - - 0 - - 0 -
Chief Executive Officer 1993 - 0 - - 0 - - 0 -
Albert M. Zlotnick (3) 1995 $ 235,000 275,000(4) - 0 -
Chairman of the Board, 1994 240,000 - 0 - - 0 -
President and 1993 220,000 - 0 - - 0 -
Chief Executive Officer
Robert E. Kelly (5) 1995 $ 132,000 180,000(6) - 0 -
Senior Vice President, 1994 118,667 - 0 - - 0 -
Chief Financial Officer and 1993 132,000 - 0 - - 0 -
Secretary
- --------------------
</TABLE>
(1) Donald T. Pascal was elected President and Chief Executive
Officer on November 15, 1995. As of January 1, 1996, the
Company is paying $125,000 per year for his services.
(2) Represents options and warrants issued on November 15, 1995 at
an exercise price of $0.885 per share. One-third of the
options and warrants are currently exercisable and one-third
of the options and warrants will be exercisable on each of the
first two anniversaries of the date of grant.
(3) Prior to December 1995, Albert M. Zlotnick was being paid
$20,000 per month. Mr. Zlotnick resigned as an officer of the
Company on November 8, 1995. The Company has retained Mr.
Zlotnick as a consultant for a period of two years from
December 1, 1995, at a rate of $15,000 per month.
(4) Consists of (i) a warrant to purchase 25,000 granted on
November 15, 1995 at an exercise price of $0.885 per share,
(ii) options to purchase 190,000 shares granted under the
Company's 1991 Stock Incentive Plan (the "Plan") on January
20, 1995 at an exercise price of $0.516 (which options were
exercised in January 1996) and (iii) options to purchase
60,000 shares granted under the Plan on January 20, 1995 at an
exercise price of $.469 (which options were exercised in
January 1996).
(5) Prior to January 1, 1996, Mr. Kelly was paid $132,000 per
year. As of January 1, 1996, the Company is paying $100,000
per year for his services.
(6) Consists of options to purchase 150,000 shares issued pursuant
to the Plan on January 20, 1995 at an exercise price of $0.469
(which options were exercised in January 1996) and options to
purchase 30,000 shares granted in November 1995 at an exercise
price of $0.885, one-third of which are currently exercisable.
- 10 -
<PAGE> 11
OPTION/SAR GRANTS IN LAST FISCAL YEAR
The following table sets forth information regarding individual grants
of stock options and/or warrants made during the fiscal year ended December 31,
1995 to each of the Named Executive Officers:
<TABLE>
<CAPTION>
INDIVIDUAL GRANTS
------------------------------------------
NUMBER OF % OF TOTAL
SECURITIES OPTIONS/SARS
UNDERLYING GRANTED TO EXERCISE OR
OPTIONS/SARS EMPLOYEES IN BASE PRICE EXPIRATION
NAME GRANTED FISCAL YEAR(1) ($/SH) DATE
---- ------------- --------------- ------------ ----------
<S> <C> <C> <C> <C>
Donald T. Pascal . . . 800,000(2) 26.2% $0.885 11/14/05
Albert M. Zlotnick . . 190,000(3) 6.2% $0.516 1/19/00
60,000(3) 2.0% $0.469 1/19/05
25,000(4) 0.8% $0.885 11/14/05
Robert E. Kelly . . . . 150,000(5) 4.9% $0.469 1/19/05
30,000(6) 1.0% $0.885 11/14/05
</TABLE>
- -----------------
(1) Percentage includes options granted to non-employee directors and
consultants. If options granted to non-employee directors and
consultants are not included, the percentages are 48.3% for Mr.
Pascal, 11.5%, 3.6% and 1.5% for Mr. Zlotnick and 9.1% and 1.8% for
Mr. Kelly.
(2) Consists of (i) options to purchase 460,000 shares and (ii) warrants
to purchase 340,000 shares, issued on November 15, 1995 at an exercise
price of $0.885 per share. One-third of the options and warrants are
currently exercisable and one- third of the options and warrants will
be exercisable on each of the first two anniversaries of the date of
grant.
(3) Consists of options issued pursuant to the Plan on January 20, 1995 at
an exercise price of $0.516 with respect to 190,000 options and $0.469
with respect to 60,000 options. These options were exercised in
January 1996.
(4) Consists of warrants issued on November 15, 1995 at an exercise price
of $0.885 per share.
(5) Consists of options issued pursuant to the Plan on January 20, 1995 at
an exercise price of $0.469. These options were exercised in January
1996.
(6) Consists of options issued pursuant to the Plan at an exercise price
of $0.885 per share, one-third of which are exercisable and one-third
of which will be exercisable on each of the first two anniversaries of
the date of grant.
- 11 -
<PAGE> 12
AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR,
AND FISCAL YEAR-END OPTION/SAR VALUE
The following table provides information related to options exercised
by the Named Executive Officers during the fiscal year ended December 31, 1995
and the number and value of unexercised stock options held by each of the named
Executive Officers at that date. The Company does not have any outstanding
stock appreciation rights:
<TABLE>
<CAPTION>
NUMBER OF SECURITIES
UNDERLYING UNEXERCISED VALUE OF UNEXERCISED IN-THE
SHARES OPTIONS/SARS AT FISCAL MONEY OPTIONS/SARS
ACQUIRED VALUE YEAR-END AT FISCAL YEAR-END($)
NAME ON EXERCISE REALIZED EXERCISABLE/UNEXERCISABLE EXERCISABLE/UNEXERCISABLE(1)
---- ------------- -------- ------------------------- ----------------------------
<S> <C> <C> <C> <C>
Donald T. Pascal . . . -- -- 266,667/533,333 $54,667/$109,333
Albert M. Zlotnick(2) . -- -- 275,000/-- $151,445/--
Robert E. Kelly(3) . . -- -- 310,000/20,000 $202,450/$4,100
</TABLE>
- ------------------
(1) Based on a closing price of $1.09 per share.
(2) Mr. Zlotnick exercised options to purchase 250,000 shares in January
1996, 190,000 of which had an exercise price of $0.516 and 60,000 of
which had an exercise price of $0.469.
(3) Mr. Kelly exercised options to purchase 300,000 shares in January
1996, 150,000 of which had an exercise price of $0.375 and 150,000 of
which had an exercise price of $0.469.
COMPENSATION OF DIRECTORS
Effective November 15, 1995, a director who is not an employee of the
Company and who holds the position of director at the opening of business on
December 1, 1995 and on each successive December 1, is paid an annual retainer
of $5,000 for serving as a director of the Company. Directors of the Company
are also reimbursed for their out-of-pocket expenses incurred in attending
meetings of the Board and of the Committees to which they are elected.
The Company has retained Albert M. Zlotnick, its former Chairman and
Chief Executive Officer, as a consultant for a period of two years from
December 1, 1995, at a rate of $15,000 per month. Mr. Zlotnick is to endeavor
to find acquisition opportunities for the Company. Should the Company
consummate an acquisition within 18 months of an opportunity identified by Mr.
Zlotnick, he will be due a commission upon closing of such acquisition, of 1
1/2% of the purchase price.
EMPLOYMENT CONTRACTS AND TERMINATION OF EMPLOYMENT AND CHANGE IN CONTROL
ARRANGEMENTS
The Company has retained Donald T. Pascal as an Executive Officer for
a period of three years from November 15, 1995. As compensation for his
services, Mr. Pascal was granted options and warrants to purchase 800,000
shares of Common Stock at a price of $.885 per share, and, effective January 1,
1996, the Company pays $125,000 per year for his services.
The Company has retained Deborah A. Farrington as an Executive Officer
for a period of three years from November 15, 1995. As compensation for her
services, Ms. Farrington was granted options and warrants to purchase 400,000
shares of Common Stock at a price of $.885 per share and, effective January 1,
1996, the Company pays $25,000 per year for her services.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
On November 15, 1995, the Board of Directors formed a Stock Option and
Compensation Committee, the current members of which are Louis Marx, Jr. and
Michael A. Weatherly. Prior to November 8, 1995, the Compensation Committee
consisted of Michael S. Berlin, Irving I. Lassoff and James A. Martin, III.
Except for
- 12 -
<PAGE> 13
Mr. Marx, none of the members of the Stock Option and Compensation Committee
during the last fiscal year were officers or employees of the Company. During
the year ended December 31, 1995, no executive officer of the Company served as
a director or a member of the Compensation Committee (or other board committee
performing equivalent functions) of another entity one of whose executive
officers served on the Stock Option and Compensation Committee, the
Compensation Committee or the Board of Directors of the Company.
ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
(a) Security Ownership of Certain Beneficial Owners.
The following table sets forth, as of March 8, 1996, information
regarding the holdings of all persons known to own beneficially more than 5% of
the Common Stock. Also set forth are the shares of Common Stock beneficially
owned as of that date by each executive officer and director and all officers
and directors as a group. Unless otherwise indicated, such ownership is
believed to be direct, with sole voting and investment powers.
<TABLE>
<CAPTION>
SHARES BENEFICIALLY PERCENT OF
NAME AND ADDRESS OF BENEFICIAL OWNER OWNED CLASS (1)
- ------------------------------------ --------------------- -----------
<S> <C> <C>
Victory Capital LLC 7,860,028 (2) 36%
645 Madison Avenue
New York, NY 10022
</TABLE>
- -------------------
(1) Based on 21,886,301 shares of Common Stock outstanding, not including
826,405 shares held as Treasury Stock.
(2) Based on Amendment No. 14 to Schedule 13D, filed January 31, 1996, by
Forschner Enterprises, Inc., (which has since merged with and into
Victory Capital LLC) and its affiliates.
(b) Security Ownership of Directors and Officers
The following table sets forth the beneficial ownership of the
Company's Common Stock as of March 8, 1996, by each director and officer and
all directors and officers as a group. All shares are subject to the named
person's sole voting and investment power, except where otherwise indicated.
<TABLE>
<CAPTION>
APPROX. PERCENT
SHARES BENEFICIALLY BENEFICIALLY
NAME OWNED OWNED (1)
---- ------------------- ---------------
<S> <C> <C>
A. Clinton Allen 158,334(2) *
Ramon D. Ardizzone 25,000(3) *
Clarke H. Bailey 133,334(4) *
Charles J. Di Bona II 133,334(5) *
Deborah A. Farrington 448,334(6) 2.0%
Herbert M. Friedman 25,000(3) *
Robert E. Kelly 590,100(7) 2.6%
Louis Marx, Jr. -0-(8)
Donald T. Pascal 266,667(9) 1.2%
Michael Weatherly -0- *
Albert M. Zlotnick 878,000(10) 3.9%
All directors and officers 10.8%
as a group (11 persons) 2,658,103(8)
</TABLE>
- -----------------------------
* Less than 1% of the Class.
- 13 -
<PAGE> 14
(1) Based on 21,886,301 shares of Common Stock outstanding, not including
826,405 shares held as Treasury Stock.
(2) Consists of 133,334 shares issuable upon exercise of warrants granted
by the Company which are currently exercisable and 25,000 shares
issuable upon exercise of options granted by the Company which become
exercisable on April 7, 1996. Does not include an additional 266,666
shares issuable upon exercise of warrants granted by the Company which
are not currently exercisable.
(3) Consists of shares issuable upon exercise of a warrant granted by the
Company which is currently exercisable.
(4) Consists of 133,334 shares issuable upon exercise of warrants granted
by the Company which are currently exercisable. Does not include an
additional 266,666 shares issuable upon exercise of warrants granted
by the Company which are not currently exercisable.
(5) Consists of 50,000 shares held directly and 83,333 shares issuable
upon exercise of warrants which are currently exercisable. Does not
include an additional 166,667 shares issuable upon exercise of
warrants granted by the Company which are not currently exercisable.
(6) Consists of 315,000 shares held directly, 118,334 shares issuable
pursuant to options which are currently exercisable and 15,000 shares
issuable pursuant to a warrant which is currently exercisable. Does
not include an additional 236,666 shares issuable upon exercise of
options which are not currently exercisable and 30,000 shares issuable
upon exercise of warrants which are not currently exercisable.
(7) Consists of 580,100 shares held directly and 10,000 shares issuable
upon exercise of options which are currently exercisable. Does not
include an additional 20,000 shares issuable upon exercise of options
which are not currently exercisable.
(8) Does not include 6,996,178 shares of Common Stock held directly by
Victory and 863,850 held directly by Brae Group, Inc. Mr. Marx may be
deemed to be the indirect beneficial owner, within the meaning of Rule
13d-3 promulgated under the Exchange Act, of such shares. Mr. Marx
disclaims beneficial ownership thereof.
(9) Consists of 153,334 shares issuable upon exercise of options which are
currently exercisable and 113,333 shares issuable upon exercise of
warrants which are currently exercisable. Does not include an
additional 306,666 and 226,667 shares issuable upon exercise of
options and warrants, respectively, which are not currently
exercisable.
(10) Consists of 853,000 shares held directly and 25,000 shares issuable
upon exercise of warrants which are currently exercisable.
ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
On November 8, 1995, Beverly Hills Bancorp sold to Victory its
holdings of the Company owned directly and indirectly (4,740,000 shares) for
$.90 per share. Victory also purchased, or agreed to purchase certain shares
of the Company owned by Albert M. Zlotnick (1,731,000 shares) and Michael S.
Berlin (248,250 shares) at $.90 per share. As a result of this and other
transactions, Victory and affiliates hold approximately 36% of the outstanding
common stock of the Company. Subsequent to this transaction, all of the prior
directors of the Company resigned (except for Albert M. Zlotnick and A. Clinton
Allen) and were replaced by directors recommended by Victory.
As of January 1, 1996, the Company rents office space from,
and makes certain support personnel payments to, Victory and Noel on a
month-to-month basis at a monthly cost of $12,750. During 1995 and 1994, the
Company was located in space rented from an unaffiliated third party on a
month-to-month basis at a monthly cost of $2,500.
Reference is also made to the section entitled "Compensation of
Directors".
- 14 -
<PAGE> 15
PART IV
ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits:
See List of Exhibits pages E-1 to E-3.
(b) Reports on Form 8-K:
Form 8-K, relating to Item 1, "Change in Control of
Registrant," was filed on November 22, 1995, and is
incorporated herein by reference.
- 15 -
<PAGE> 16
REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
To the Board of Directors and Stockholders of
Tigera Group, Inc.
We have audited the accompanying consolidated balance sheet of Tigera Group,
Inc. and Subsidiary as of December 31, 1995, and the related consolidated
statements of operations, stockholders' equity and cash flows for each of the
two years in the period then ended. These financial statements are the
responsibility of the Company's management. Our responsibility is to express
an opinion on these financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.
In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the financial position of Tigera Group, Inc.
and Subsidiary at December 31, 1995, and the results of their operations and
their cash flows for each of the two years in the period then ended in
conformity with generally accepted accounting principles.
BDO Seidman, LLP
New York, New York
February 15, 1996, except for Note 9,
which is as of March 7, 1996.
F-1
<PAGE> 17
TIGERA GROUP, INC. AND SUBSIDIARY
CONSOLIDATED BALANCE SHEET
DECEMBER 31, 1995
<TABLE>
<S> <C>
ASSETS
Cash and Cash Equivalents $ 176,000
United States Treasury Bills 10,860,000
Other Assets, including restricted cash of $1,000,000 1,123,000
------------
Total Assets $ 12,159,000
============
LIABILITIES AND
STOCKHOLDERS' EQUITY
Accounts Payable and Accrued Liabilities $ 104,000
------------
Total Liabilities 104,000
------------
Commitments & Contingencies
Stockholders' Equity:
Preferred Stock - par value $.01 per share;
authorized 10,000,000 shares, none issued
Series B Common Stock - par value $.01 per share;
authorized 750,000 shares, none issued
Common Stock - par value $.01 per share;
authorized 40,000,000 shares, outstanding
21,286,301 shares, net of 826,405 shares
held in treasury 213,000
Additional Paid-in Capital 108,742,000
Accumulated Deficit (96,900,000)
------------
Total Stockholders' Equity 12,055,000
------------
Total Liabilities and Stockholders' Equity $ 12,159,000
============
</TABLE>
See Accompanying Notes to Consolidated Financial Statements.
F-2
<PAGE> 18
TIGERA GROUP, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE YEARS ENDED DECEMBER 31, 1995 AND 1994
<TABLE>
<CAPTION>
1995 1994
------------ ------------
<S> <C> <C>
Lease Revenue $ --- $ 190,000
Depreciation of Revenue-Earning Vehicles --- (123,000)
------------ ------------
Gross Profit --- 67,000
Operating Expenses:
General and Administrative (853,000) (830,000)
Loss on Disposition of Revenue-Earning Vehicles --- (194,000)
------------ ------------
Operating Loss (853,000) (957,000)
Other Income:
Interest Income 700,000 475,000
Proceeds from Sale of Minority Interest in Panavision --- 50,000
------------ ------------
Net Loss $ (153,000) $ (432,000)
============ ============
Net Loss Per Share $ (.01) $ (.02)
=========== ============
Weighted Average Number of Common
Shares Outstanding 21,286,301 21,286,301
========== ==========
</TABLE>
See Accompanying Notes to Consolidated Financial Statements.
F-3
<PAGE> 19
TIGERA GROUP, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
FOR THE YEARS ENDED DECEMBER 31, 1995 AND 1994
<TABLE>
<CAPTION>
Common Stock Additional Total
----------------------- Paid-In Accumulated Stockholders'
Shares Amount Capital Deficit Equity
---------- -------- ------------ ------------- -----------
<S> <C> <C> <C> <C> <C>
December 31, 1993 21,286,301 $213,000 $108,742,000 $(96,315,000) $12,640,000
Net Loss for the Year ------ ------ ------ (432,000) (432,000)
---------- -------- ------------ ------------- -----------
December 31, 1994 21,286,301 213,000 108,742,000 (96,747,000) 12,208,000
Net Loss for the Year ------ ------ ------ (153,000) (153,000)
---------- -------- ------------ ------------- -----------
December, 31, 1995 21,286,301 $213,000 $108,742,000 $(96,900,000) $12,055,000
========== ======== ============ ============= ===========
</TABLE>
See Accompanying Notes to Consolidated Financial Statements.
F-4
<PAGE> 20
TIGERA GROUP, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED DECEMBER 31, 1995 AND 1994
<TABLE>
<CAPTION>
1995 1994
------------- -------------
<S> <C> <C>
Cash Flows from Operating Activities:
Net Loss $ (153,000) $ (432,000)
Adjustments to Reconcile Net Loss to Net
Cash Used in Operating Activities:
Depreciation of Revenue-Earning Vehicles --- 123,000
Loss on Disposition of Revenue-Earning Vehicles --- 194,000
Change in Assets and Liabilities:
Decrease/(Increase) in Other Assets 8,000 (37,000)
(Decrease)/Increase in Accounts Payable and
Accrued Liabilities (47,000) 27,000
------------- -------------
Net Cash Used in Operating Activities (192,000) (125,000)
------------- -------------
Cash Flows from Investing Activities:
Purchases of United States Treasury Bills (16,021,000) (15,665,000)
Sales of United States Treasury Bills 16,175,000 14,223,000
Proceeds from Sales of Revenue-Earning Vehicles --- 1,600,000
------------- -------------
Net Cash Provided by Investing Activities 154,000 158,000
------------- -------------
Net (Decrease)/Increase in Cash and
Cash Equivalents (38,000) 33,000
Cash and Cash Equivalents at
Beginning of Year 214,000 181,000
------------- -------------
Cash and Cash Equivalents at
End of Year $ 176,000 $ 214,000
============= =============
</TABLE>
See Accompanying Notes to Consolidated Financial Statements.
F-5
<PAGE> 21
TIGERA GROUP, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 1995
Note 1 - Summary of Significant Accounting Policies:
Business Activity:
The principal activity of Tigera Group, Inc. ("Tigera")
consists of seeking and evaluating candidates for acquisition.
Principles of Consolidation:
The consolidated financial statements include the accounts of
Tigera and its wholly-owned subsidiary, San Carlos Insurance Ltd.
(collectively, the "Company"), after the elimination of all intercompany
accounts and transactions.
Reclassification:
Certain prior year amounts have been reclassified to conform
to the current year presentation.
Cash and Cash Equivalents:
For purposes of the consolidated financial statements, the
Company considers all bank time deposits, commercial paper and certificates of
deposit with an original maturity of three months or less to be cash
equivalents.
United States Treasury Bills:
The Company adopted the provisions of Statement of Financial
Accounting Standards No. 115 ("SFAS 115"), "Accounting for Certain Investments
in Debt and Equity Securities". Under SFAS 115, the Company has classified its
United States Treasury Bills as available-for-sale. Available-for-sale
securities are stated at market and unrealized holding gains and losses, net of
the related tax effect, are excluded from earnings and reported as a separate
component of stockholders' equity until realized. A decline in the market
value of the security below amortized cost that is deemed other than temporary
is charged to earnings, resulting in the establishment of a new cost basis for
the security.
Since the market value of the United States Treasury Bills
approximated amortized cost, the adoption of SFAS 115 did not have a material
effect on the Company's consolidated financial statements.
Net Loss per Share:
Net loss per share is based on the weighted average number of
common shares outstanding during each period. Common share equivalents (Common
Stock options and warrants) have not been included in the calculation because
the effect would decrease the loss per share.
Income Taxes:
Effective January 1, 1993, the Company adopted Statement of
Financial Accounting Standards No. 109, "Accounting for Income Taxes." This
statement provides that deferred income taxes are recognized for the tax
consequences of temporary differences between the financial reporting basis and
the tax basis of the Company's assets and liabilities. The effect of this
adoption was not material.
F-6
<PAGE> 22
Effect of New Accounting Principles:
The Company does not presently intend to adopt the fair value
method of accounting for stock options as permitted by Statement of Financial
Accounting Standards No. 123, "Accounting for Stock-Based Compensation".
Note 2 - Disposition of Revenue-Earning Vehicles:
In 1994, the Company sold its remaining ownership interest in
certain leased trucks to Lend Lease Trucks, Inc. ("Lend Lease"),
simultaneously with Lend Lease's sale of its operating assets and contracts to
Ryder System Inc. As a result of this transaction, the Company recognized a
loss of approximately $194,000.
Note 3 - Sale of Minority Interest in Panavision:
On March 31, 1989, the Company loaned Panavision (Canada)
Corporation ("Panavision"), a Canadian corporation primarily engaged in the
rental of cameras, lenses and other related film and television industry
equipment, approximately $1,471,000. Due to substantial operating losses and
Panavision's default of certain covenants under its senior secured term loan
agreement, the Company reserved for the Panavision loan in 1991. As a result
of Panavision's restructuring during December 1992, the Company's loan was
converted into a minority investment in Panavision. The Company received net
proceeds of approximately $50,000 for its minority investment in Panavision,
which amount was recorded as of December 31, 1994.
Note 4 - Stockholders' Equity:
1991 Stock Incentive Plan:
During 1991, the Company's Board of Directors adopted and the
Company's stockholders approved the 1991 Stock Incentive Plan (the "Plan").
The total number of shares of Common Stock which may be issued pursuant to the
Plan shall not exceed 2,100,000 shares, subject to adjustment in the event of a
stock split or similar action. Pursuant to the Plan, incentive stock options,
non-qualified stock options, restricted stock and performance shares may be
granted to such officers, directors, and employees of the Company, and to such
consultants to the Company and such other persons or entities, as the Stock
Option Committee of the Board of Directors (the "Committee") shall select. All
incentive stock options (ISO's"), which may be granted only to employees and
which provide certain tax advantages to the optionee, have an exercise price of
at least 100 percent of the fair market value of a share of Common Stock on the
date the option is granted. No ISO's will be exercisable more than ten years
after the date of grant. ISO's granted to ten percent stockholders have an
exercise price of at least 110 percent of fair market value and may not be
exercisable after the expiration of five years from grant. The exercise price
and the term of non-qualified stock options ("NQSO's") are determined by the
Committee at the time of grant.
The Plan also provides for grants of Formula Options ("FO's"),
which are options for 25,000 shares of Common Stock with an option exercise
price equal to the fair market value of a share of Common Stock on the date of
grant, to non-employee directors. The options are exercisable in full on the
first anniversary of the date of grant.
F-7
<PAGE> 23
The following table summarizes the activity in the Plan for
the two years ended December 31, 1995:
<TABLE>
<CAPTION>
Number of Shares
------------------------------------------ Options Price
ISO's NQSO's FO's Per Share
----- ------ ---- -------------
<S> <C> <C> <C> <C>
Outstanding at January 1, 1994
and December 31, 1994 150,000 ----- 100,000 $.375 - $.625
Granted during 1995 1,047,964 302,036 150,000 $.469 - $.885
Canceled during 1995 ----- ----- (125,000) $.719
--------- ------- -------
Outstanding at December 31, 1995 1,197,964 302,036 125,000 $.375 - $.885
========= ======= =======
</TABLE>
At December 31, 1995, ISO's to purchase 725,988 shares at
prices ranging from $.375 to $.885, NQSO's to purchase 140,679 shares at prices
ranging from $.469 to $.885 and FO's to purchase 100,000 shares at $.625 were
exercisable and 275,000 shares remain available for future grants.
1980 Stock Option Plan:
The Company's 1980 Stock Option Plan, as amended, which
terminated pursuant to its terms on August 3, 1991, provided for the grant of
incentive stock options and allowed for an automatic grant of a nonsuitability
option to purchase 25,000 shares of Common Stock to each non-employee member of
the Board of Directors at the Annual Meeting of Stockholders. The option
prices were equal to the fair market value of the Common Stock on the grant
date and the options were immediately exercisable. During 1994, no options
were exercised and options to purchase 110,000 shares at prices ranging from
$.66 to $2.44 (average option price of $1.65) were canceled. No options were
outstanding at December 31, 1994.
Series B Common Stock:
The Company has authorized 750,000 shares of Series B Common
Stock ($.01 par value). No shares have been issued to date. The dividend,
voting and liquidation rights of the Series B Common Stock are to be less in
amount than those of the Common Stock into which the Series B Common Stock is
potentially convertible.
Preferred Stock:
The Company has authorized 10,000,000 shares of preferred
stock ($.01 par value). No shares have been issued to date.
Common Stock Warrants:
The Company has issued warrants on April 1, 1991, to purchase
up to 100,000 shares of Common Stock at an exercise price of $1.00 per share to
each of Joseph M. Girard and James S. Campbell (former members of the Board of
Directors). The warrants were issued to Messrs. Girard and Campbell as part of
their compensation as members of the Independent Committee of the Board of
Directors for a proposed transaction with Lend Lease. The exercise price
exceeded the fair market value of the stock at the date of grant. Accordingly,
no charge to operations was required. No warrants have been exercised as of
December 31, 1995, and the warrants are exercisable until April 30, 1997.
F-8
<PAGE> 24
On November 15, 1995, the Company issued warrants to purchase
1,555,000 shares of Common Stock at an exercise price of $.885 per share (fair
market value on date of grant) to certain directors, officers and consultants
to the Company. The warrants were issued for the individuals' service on the
Board of Directors and/or their service to the Company. The warrants, other
than those to purchase 75,000 shares of Common Stock which were immediately
exercisable, become exercisable in equal yearly increments from the date of
grant to November 15, 1997, and expire on November 15, 2005. As of December
31, 1995, warrants to purchase 568,333 shares were exercisable and no warrants
had been exercised.
On December 26, 1995, the Company issued warrants to purchase
25,000 shares of Common Stock at an exercise price of $.719 per share to each
of five (5) former directors who had resigned on November 8, 1995, in
connection with the transaction discussed in Note 8. At the same time, the
former directors surrendered Formula Options which had been granted to them on
similar terms on April 7, 1995. As of December 31, 1995, no warrants have been
exercised and all of the warrants are exercisable until November 8, 1996.
Note 5 - Commitments and Contingencies:
Insurance Coverage and Indemnity of Officers and Directors:
In 1986, the Company established a wholly owned subsidiary,
San Carlos Insurance Ltd., ("San Carlos") engaged in the business of providing
directors' and officers' liability insurance. In the event that a legal action
is filed against any officer or director of the Company acting in the capacity
of officer and/or director, San Carlos will cover the claim up to a limited
amount, after the exhaustion of any applicable liability insurance with an
outside insurance company, and the amount covered would result in a charge to
the Company's consolidated operating results at such time. In addition, the
stockholders and Board of Directors approved agreements indemnifying the
officers and directors acting in that capacity. Under these agreements, the
Company would advance legal costs in the event a legal action is filed
involving an indemnified officer or director, if he/she acted in good faith and
in a manner reasonably believed to be in or not opposed to the best interests
of the Company. Restricted cash of $1,000,000 has been set aside to cover such
claims and is not available for use by the Company. This restricted cash is
included in other assets in the accompanying consolidated balance sheet. As of
December 31, 1995, the Company had $2,000,000 of primary directors' and
officers' liability insurance coverage with an outside insurance company for a
total coverage of $3,000,000, subject to certain exclusions.
Investment Company Act:
If the Company is unable to acquire control of an operating
business or businesses, it may be required to register as an investment company
under the Investment Company Act of 1940, as amended ("Act"). The Company is
unable to predict what effect registration under such Act would have, but it
believes that its ability to pursue its current business plan could be
adversely affected as a result. The most significant difference with respect
to financial statement presentation and disclosure requirements for companies
registered under the Act would require the investments held by the Company to
be adjusted to market value at the balance sheet date. Given the nature of the
investments held by the Company, the Company believes that the financial
statement reporting and disclosure requirements would not be materially
different from those presented herein.
Note 6 - Derivative Lawsuit:
On December 3, 1991, Civil Action No. 12374, Smith vs.
Gilinski, et al, was filed in the Court of Chancery of the State of Delaware
(the "Court") by a stockholder as a derivative action against eleven former
officers and directors of the Company and the Company as a nominal defendant.
The parties have reached an agreement in principle to settle the litigation.
Pursuant to that agreement, the Company's directors' and officers' outside
insurance carrier will pay to the Company $140,000.00 (the "Settlement Fund").
The plaintiff will apply to the Court for an award of attorneys' fees and
expenses, to be paid from the Settlement Fund. Defendants have agreed not to
oppose payment to plaintiff of attorneys' fees and expenses up to $55,000. The
settlement is subject to the execution of final
F-9
<PAGE> 25
documents and to Court approval. See Note 5, "Insurance Coverage and Indemnity
of Officers and Directors."
Note 7 - Income Taxes:
The Company files a consolidated federal income tax return.
The Company recognizes certain expenses for income tax purposes in years
different from those in which they are provided for in financial reporting.
As of December 31, 1995, the Company has net operating loss
carryforwards of approximately $88,000,000, which are available to offset
future taxable income expiring from 1996 through 2010. The Company also has
available investment and research and development credits of approximately
$2,000,000 expiring in 1996 through 2000. The ability of the Company to
utilize these carryforwards in future years may be limited, or even eliminated.
Specifically, the Internal Revenue Code of 1986, as amended
(the "Code"), imposes substantial limitations under certain circumstances on
the use of net operating loss carryforwards upon the occurrence of an
"ownership change" (as defined in Section 382 of the Code). An "ownership
change" can result from issuances of equity securities by the Company,
purchases of the Company's securities by the Company, purchases of the
Company's securities in the secondary market by existing or new stockholders or
a combination of the foregoing. The Company's desire to issue new equity
securities could be limited in order to prevent such an "ownership change" from
occurring. Alternatively, certain shareholders could occasion an ownership
change if they substantially increased their ownership of the Company's Common
Stock. The Company has determined that an "ownership change" has not occurred
through December 31, 1995, based on the information available to it.
As of December 31, 1995, the deferred tax assets related to
the net operating loss carryforwards and investment and research and
development credit carryforwards totaling approximately $36,000,000 have been
fully offset by valuation allowances, since the utilization of such amounts is
uncertain.
Note 8 - Related Party Transactions:
On November 8, 1995, Beverly Hills Bancorp sold to Victory
Capital LLC, formerly Forschner Enterprises, Inc. ("Victory") its holdings of
Tigera shares owned directly and indirectly (4,740,000 shares) for $.90 per
share. Victory also purchased, or agreed to purchase, certain shares of Tigera
owned by Albert M. Zlotnick (1,731,000 shares) and Michael S. Berlin (248,250
shares) at $.90 per share. Tigera retained Albert M. Zlotnick as a consultant
for a period of two years from December 1, 1995, at a rate of $15,000 per
month. From February 1, 1993 to November 30, 1995, Mr. Zlotnick served as
Chairman of the Board and Chief Executive Officer of the Company at a rate of
$20,000 per month.
As a result of this and other transactions, Victory and
affiliates hold approximately 36% of the outstanding common stock of the
Company. Subsequent to this transaction, all of the prior directors of the
Company resigned (except for Albert M. Zlotnick and A. Clinton Allen) and were
replaced by directors recommended by Victory.
As of January 1, 1996, the Company rents office space from,
and makes certain support personnel payments to, Victory and Noel on a
month-to-month basis at a monthly cost of $12,750. During 1995 and 1994, the
Company was located in space rented from an unaffiliated third party on a
month-to-month basis at a monthly cost of $2,500.
Note 9 - Subsequent Event:
On March 7, 1996, the Company announced that it has reached an
agreement in principle to acquire a controlling interest in a privately held
manufacturing and distribution company. The company, which was not identified,
reported sales in the $75,000,000-$100,000,000 range in 1995. The acquisition
is subject to the conclusion of a mutually acceptable definitive acquisition
agreement, as well as numerous other conditions.
F-10
<PAGE> 26
INDEX OF EXHIBITS
<TABLE>
<CAPTION>
Sequentially
Exhibit Numbered
Number Description Page
------ ----------- ------------
<S> <C>
2 Plan of acquisition, reorganization, arrangement, liquidation or
succession. None.
3 Articles of Incorporation and By-Laws.
3.1 Certificate of Amendment of the Restated Certificate of
Incorporation of the Registrant dated July 21, 1987
(incorporated by reference to Exhibit 3.1 to the
Company's Annual Report on Form 10-K for the year ended
December 31, 1987).
3.2 Amended and Restated By-Laws of the Registrant
(incorporated by reference to Exhibit 3.2 to the
Company's Annual Report on form 10-K for the year ended
December 31, 1988).
4 Instruments defining the rights of security holders, including
indentures.
4.1 Reference is made to Exhibits 3.1 and 3.2.
9 Voting Trust Agreements. None.
10 Material Contracts.
10.1 Letter Agreement dated April 11, 1991, among Joseph M.
Girard and James S. Campbell and the Registrant
(incorporated by reference to Exhibit of the same
number to the Company's Annual Report on Form 10-K for
the year ended December 31, 1991).
10.2 Registrant's 1991 Stock Option Plan (incorporated by
reference to Exhibit of the same number to the
Company's Annual Report on Form 10-K for the year ended
December 31, 1991).
10.3 Form of Non-Employee Stock Option Agreement used in
connection with the 1991 Stock Option Plan
(incorporated by reference to Exhibit of the same
number to the Company's Annual Report on Form 10-K for
the year ended December 31, 1991).
10.4 Form of Incentive Stock Option Agreement used in
connection with the 1991 Stock Option Plan
(incorporated by reference to Exhibit of the same
number to the Company's Annual Report on Form 10-K for
the year ended December 31, 1991).
10.5 Form of Incentive Stock Option Agreement used in 31
connection with the 1991 Stock Option Plan, filed
herewith.
10.6. Form of Employee Non-Qualified Stock Option Agreement 39
used in connection with the 1991 Stock Option Plan,
filed herewith.
10.7. Form of non-Employee Non-Qualified Stock Option 47
Agreement used in connection with the 1991 Stock Option
Plan, filed herewith.
</TABLE>
E - 1
<PAGE> 27
-2-
<TABLE>
<CAPTION>
Sequentially
Exhibit Numbered
Number Description Page
------ ----------- ------------
<S> <C> <C>
10.8 Form of Warrant Agreement dated as of April 11, 1991, 55
by and between the Registrant and each of James S.
Campbell and Joseph M. Gerard, filed herewith.
10.9 Form of Warrant Agreement dated as of November 15, 63
1995, by and between the Registrant and each of Donald
T. Pascal and Deborah A. Farrington, filed herewith.
10.10 Form of Warrant Agreement dated as of November 15, 71
1995, by and between the Registrant and each of Messrs.
Julien H. Meyer III and Francis G. Hayes, filed
herewith.
10.11 Form of Warrant Agreement dated as of November 15, 79
1995, by and between the Registrant and each of A.
Clinton Allen and Clarke H. Bailey, filed herewith.
10.12 Form of Warrant Agreement dated as of November 15, 87
1995, by and between the Registrant and each of Ramon
Ardizzone, Albert M. Zlotnick and Herbert M. Friedman,
filed herewith.
10.13 Form of Warrant Agreement dated as of December 26, 94
1995, by and between the Registrant and each of Michael
S. Berlin, Philip R. Hankin, Irving I. Lassoff, James
A. Martin III and Daniel A. Rivetti, filed herewith.
10.14 Employment Agreement dated as of November 15, 1995, by 99
and between the Registrant and Donald T. Pascal, filed
herewith.
10.15 Employment Agreement dated as of November 15, 1995, by 102
and between the Registrant and Deborah A. Farrington,
filed herewith.
10.16 Form of Consulting Agreement dated as of November 15, 105
1995, by and between the Registrant and each of Messrs.
Julien H. Meyer III and Francis G. Hayes, filed
herewith.
11 Statement re computation of per share earnings is not required
because the relevant computations can be clearly determined
from the material contained in the financial statements herein.
16 Letter re change in accountants. None
18 Letter re change in accounting principles. None
22 Subsidiaries of the Registrant (incorporated by reference to
Exhibit to the Company's Annual Report on Form 10-K for the
year ended December 31, 1991).
23 Consent of Experts and Counsel. Not applicable.
24 Power of Attorney. None
</TABLE>
E - 2
<PAGE> 28
-3-
<TABLE>
<CAPTION>
Sequentially
Exhibit Numbered
Number Description Page
------ ----------- ------------
<S> <C>
28 Information from reports furnished to state insurance
regulatory authority: None
</TABLE>
E - 3
<PAGE> 29
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the Registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.
Dated: March 25, 1996 TIGERA GROUP, INC.
------------------
(Registrant)
By: /s/ Donald T. Pascal
------------------------------------
Donald T. Pascal
President and
Chief Executive Officer
By: /s/ Robert E. Kelly
------------------------------------
Robert E. Kelly
Principal Accounting Officer,
Senior Vice President, Chief
Financial Officer and Secretary
S - 1
<PAGE> 30
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the dates indicated.
REGISTRANT: TIGERA GROUP, INC.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ A. Clinton Allen Director March 25, 1996
- --------------------------------
(A. Clinton Allen)
/s/ Ramon D. Ardizzone Director March 25, 1996
- ---------------------------
(Ramon D. Ardizzone)
/s/ Clarke H. Bailey Director March 25, 1996
- --------------------------------
(Clarke H. Bailey)
/s/ Deborah A. Farrington Director, Co-Chairman of the March 25, 1996
- ---------------------------- Board
(Deborah A. Farrington)
/s/ Herbert M. Friedman Director March 25, 1996
- ----------------------------
(Herbert M. Friedman)
/s/ Louis Marx, Jr. Director, Co-Chairman of the March 25, 1996
- -------------------------------- Board
(Louis Marx, Jr.)
/s/ Donald T. Pascal Director, President and Chief March 25, 1996
- ------------------------------- Executive Officer
(Donald T. Pascal)
Director
- -----------------------------
(Michael A. Weatherly)
/s/ Albert M. Zlotnick Director March 25, 1996
- --------------------------------
(Albert M. Zlotnick)
</TABLE>
S - 2
<PAGE> 31
INDEX OF EXHIBITS
Exhibit
Number Description
------ -----------
2 Plan of acquisition, reorganization, arrangement, liquidation or
succession. None.
3 Articles of Incorporation and By-Laws.
3.1 Certificate of Amendment of the Restated Certificate of
Incorporation of the Registrant dated July 21, 1987
(incorporated by reference to Exhibit 3.1 to the
Company's Annual Report on Form 10-K for the year ended
December 31, 1987).
3.2 Amended and Restated By-Laws of the Registrant
(incorporated by reference to Exhibit 3.2 to the
Company's Annual Report on form 10-K for the year ended
December 31, 1988).
4 Instruments defining the rights of security holders, including
indentures.
4.1 Reference is made to Exhibits 3.1 and 3.2.
9 Voting Trust Agreements. None.
10 Material Contracts.
10.1 Letter Agreement dated April 11, 1991, among Joseph M.
Girard and James S. Campbell and the Registrant
(incorporated by reference to Exhibit of the same
number to the Company's Annual Report on Form 10-K for
the year ended December 31, 1991).
10.2 Registrant's 1991 Stock Option Plan (incorporated by
reference to Exhibit of the same number to the
Company's Annual Report on Form 10-K for the year ended
December 31, 1991).
10.3 Form of Non-Employee Stock Option Agreement used in
connection with the 1991 Stock Option Plan
(incorporated by reference to Exhibit of the same
number to the Company's Annual Report on Form 10-K for
the year ended December 31, 1991).
10.4 Form of Incentive Stock Option Agreement used in
connection with the 1991 Stock Option Plan
(incorporated by reference to Exhibit of the same
number to the Company's Annual Report on Form 10-K for
the year ended December 31, 1991).
10.5 Form of Incentive Stock Option Agreement used in
connection with the 1991 Stock Option Plan, filed
herewith.
10.6. Form of Employee Non-Qualified Stock Option Agreement
used in connection with the 1991 Stock Option Plan,
filed herewith.
10.7. Form of non-Employee Non-Qualified Stock Option
Agreement used in connection with the 1991 Stock Option
Plan, filed herewith.
<PAGE> 32
Exhibit
Number Description
------ -----------
10.8 Form of Warrant Agreement dated as of April 11, 1991,
by and between the Registrant and each of James S.
Campbell and Joseph M. Gerard, filed herewith.
10.9 Form of Warrant Agreement dated as of November 15,
1995, by and between the Registrant and each of Donald
T. Pascal and Deborah A. Farrington, filed herewith.
10.10 Form of Warrant Agreement dated as of November 15,
1995, by and between the Registrant and each of Messrs.
Julien H. Meyer III and Francis G. Hayes, filed
herewith.
10.11 Form of Warrant Agreement dated as of November 15,
1995, by and between the Registrant and each of A.
Clinton Allen and Clarke H. Bailey, filed herewith.
10.12 Form of Warrant Agreement dated as of November 15,
1995, by and between the Registrant and each of Ramon
Ardizzone, Albert M. Zlotnick and Herbert M. Friedman,
filed herewith.
10.13 Form of Warrant Agreement dated as of December 26,
1995, by and between the Registrant and each of Michael
S. Berlin, Philip R. Hankin, Irving I. Lassoff, James
A. Martin III and Daniel A. Rivetti, filed herewith.
10.14 Employment Agreement dated as of November 15, 1995, by
and between the Registrant and Donald T. Pascal, filed
herewith.
10.15 Employment Agreement dated as of November 15, 1995, by
and between the Registrant and Deborah A. Farrington,
filed herewith.
10.16 Form of Consulting Agreement dated as of November 15,
1995, by and between the Registrant and each of Messrs.
Julien H. Meyer III and Francis G. Hayes, filed
herewith.
11 Statement re computation of per share earnings is not required
because the relevant computations can be clearly determined
from the material contained in the financial statements herein.
16 Letter re change in accountants. None
18 Letter re change in accounting principles. None
22 Subsidiaries of the Registrant (incorporated by reference to
Exhibit to the Company's Annual Report on Form 10-K for the
year ended December 31, 1991).
23 Consent of Experts and Counsel. Not applicable.
24 Power of Attorney. None
27 Financial Data Schedule
28 Information from reports furnished to state insurance
regulatory authority: None
<PAGE> 1
EXHIBIT 10.5
TIGERA GROUP, INC.
Agreement Relating to Incentive Stock Options
Pursuant to the 1991 Stock Incentive Plan
--------------------------
Option granted as of November 15, 1995 (hereinafter referred
to as the "Date of Grant"), by TIGERA GROUP, INC. (the "Corporation") to
_________________ (the "Grantee"):
1. DEFINITIONS. The following terms, as used herein,
shall have the meanings set forth below:
(a) "Cause" shall mean by reason of any of the
following: (A) the Grantee's conviction of, or plea of nolo contendere to, any
felony or to any crime or offense causing harm to the Corporation or any of its
Subsidiaries or affiliates (whether or not for personal gain) or involving acts
of moral turpitude, (B) the Grantee's repeated intoxication by alcohol or drugs
during the performance of his or her duties, (C) malfeasance in the conduct of
the Grantee's duties involving misuse or diversion of the Corporation's (or its
affiliates') funds, embezzlement or willful and material misrepresentations or
concealments on any written reports submitted to the Corporation (or its
affiliates), (D) repeated material failure by the Grantee to perform the duties
of his or her employment, (E) material failure by the Grantee to follow or
comply with the reasonable and lawful written directives of the Board of
Directors of the Corporation or the Grantee's immediate supervisor, or (F) a
material breach by the Grantee of any written agreement between the Grantee and
the Corporation (or its affiliates).
(b) "Code" shall mean the Internal Revenue Code
of 1986, as amended.
(c) "Committee" shall mean the committee
established by the Board of Directors of the Corporation pursuant to the Plan
to administer the Plan.
(d) "Fair Market Value" shall mean (i) If the
principal market for the Common Stock (the "Market") is a national securities
exchange or the National Association of Securities Dealers Automated Quotation
System ("NASDAQ") National Market, the last sale price or, if no reported sales
take place on the applicable date, the average of the high bid and low asked
price of Common Stock as reported for such Market on such date or, if no such
quotation is made on such date, on the next preceding day on which there were
quotations, provided that such
<PAGE> 2
quotations shall have been made within the ten (10) business days preceding the
applicable date; or, (ii) If the Market is the NASDAQ National List, the NASDAQ
Supplemental List or another market, the average of the high bid and low asked
price for Common Stock on the applicable date, or, if no such quotations shall
have been made on such date, on the next preceding day on which there were
quotations, provided that such quotations shall have been made within the ten
(10) business days preceding the applicable date; or, (iii) In the event that
neither subparagraph (i) nor (ii) shall apply, the Fair Market Value of a share
of Common Stock on any day shall be determined by the Committee.
(e) "Incentive Stock Option" shall mean an option
that is intended to qualify for special federal income tax treatment under
Section 421 and 422 of the Code.
(f) "Notice" shall have the meaning set forth in
Section 4(c) hereof.
(g) "Option" shall have the meaning set forth in
Section 2 hereof.
(h) "Option Period" shall have the meaning set
forth in Section 4(a) hereof.
(i) "Option Price" shall have the meaning set
forth in Section 3 hereof.
(j) "Plan" shall mean the Corporation's 1991
Stock Incentive Plan.
(k) "Securities Act" shall mean the Securities
Act of 1933, as amended.
(l) "Shares" shall mean shares of the Common
Stock, par value $0.01 per share, of the Corporation.
(m) "Subsidiary" shall mean any direct or
indirect majority-owned subsidiary of the Corporation.
2. THE OPTION.
(a) The Corporation hereby grants to the Grantee,
effective on the Date of Grant, a stock option (the "Option") to purchase, on
the terms and conditions herein set forth, up to ______ of the Corporation's
fully paid, non-assessable Shares at the option exercise price set forth in
Section 3 below.
(b) The Option is granted pursuant to the Plan, a
copy of which is delivered herewith by the Corporation and receipt thereof is
acknowledged by the Grantee. The Option and
-2-
<PAGE> 3
this Option Agreement are subject in all respects to the terms and conditions
of the Plan, which terms and conditions are incorporated herein by reference
and which the Grantee is by acceptance of the Option deemed to accept.
(c) The Option is an Incentive Stock Option.
3. THE PURCHASE PRICE. The purchase price of the Shares
shall be $0.885 per share (the "Option Price").
4. EXERCISE OF OPTION.
(a) Except as otherwise provided in the Plan and
this Option Agreement, the Option is exercisable over a period of ten years
from the Date of Grant (the "Option Period") in accordance with the following
schedule:
<TABLE>
<CAPTION>
PERCENT OF SHARES SUBJECT
DATE TO OPTION PURCHASABLE
<S> <C>
From the Date of Grant to the
first anniversary of the Date of Grant. 33.3%
From the first anniversary of the
Date of Grant to the second
anniversary. 66.7%
From the second anniversary of the
Date of Grant to the expiration
of the Option. 100%
</TABLE>
The Option may be exercised from time to time during the Option Period as to
the total number of Shares allowable under this Section 4(a), or any lesser
amount thereof, as long as the Grantee performs services as an officer,
director, employee or consultant for the Corporation or any of its
Subsidiaries. If the Grantee ceases to perform such services for any such
entity for any reason other than (i) the Grantee's death or disability or (ii)
the Grantee's termination for cause, than this Option may be exercised during
the period of ninety (90) days after the date such performance ceases (unless
the Committee, in its discretion, shall specify a longer period), to the extent
that (i) the right to exercise this Option has accrued on such date and (ii)
the Option Period has not expired. If the Grantee shall die or become disabled
within the meaning of Section 22(e)(3) of the Code while still performing such
services for the Corporation or any of its Subsidiaries, this Option shall be
exercisable to the extent that the right to exercise this Option has accrued on
the date of the Grantee's death or the date he or she first became
-3-
<PAGE> 4
disabled, as the case may be, and may be exercised during the period commencing
on the date of the Grantee's death or the date he or she first becomes
disabled, as the case may be, and ending on the earlier of the first
anniversary of such date and the expiration of the Option Period after which
period this Option shall expire and shall cease to be exercisable. In the
event of the death of the Grantee, this Option may be exercised by the person
or persons entitled to do so under the Grantee's will (a "legatee"), or, if the
Grantee shall fail to make testamentary disposition of this Option, or shall
die intestate, by the Grantee's legal representative (a "legal
representative"). In the event that the Grantee's services to the Corporation
or any Subsidiary are terminated for Cause, this Option (or any unexercisable
portion thereof) shall expire on the date of such termination and shall cease
to be exercisable.
(b) If this Option shall extend to 100 or more
Shares, then this Option may not be exercised for less than 100 Shares at any
one time, and if this Option shall extend to less than 100 Shares, then this
Option must be exercised for all such Shares at one time.
(c) Not less than five days nor more than thirty
days prior to the date upon which all or any portion of the Option is to be
exercised, the person entitled to exercise the Option shall deliver to the
Corporation written notice in substantially the form attached as an Exhibit
hereto (the "Notice") of his election to exercise all or a part of the Option,
which Notice shall specify the date for the exercise of the Option and the
number of Shares in respect of which the Option is to be exercised. The date
specified in the Notice shall be a business day of the Corporation.
(d) On the date specified in the Notice, the person
entitled to exercise the Option shall pay to the Corporation the Option Price
of the Shares in respect of which the Option is exercised and the amount of any
applicable Federal and/or state withholding tax or employment tax. The Option
Price shall be paid in full at the time of purchase, (i) in cash or by check
(ii) with shares of the Common Stock of the Corporation which have been owned
by the Grantee for at least six months prior to the exercise of the Option or
(iii) if and to the extent the Corporation may lawfully do so, by delivery of a
promissory note for same or all of that portion of the Option Price exceeding
the amount determined to be capital pursuant to Section 145 of the Delaware
General Corporation Law, the terms of which note shall be determined by the
Committee. The value of any shares of Common Stock delivered by the Grantee in
payment of the Option Price shall be the Fair Market Value of such shares. If
the Option is exercised in accordance with the provisions of the Plan and this
Option Agreement, the Corporation shall deliver to such person certificates
representing the number of Shares in
-4-
<PAGE> 5
respect of which the Option is being exercised which Shares or other securities
shall be registered in his or her name.
(e) This Option is not exercisable after the
expiration of ten years from the Date of Grant.
(f) Notwithstanding the provisions of subsection
4(a), in the event of the dissolution, liquidation, merger (but only if the
Corporation is not the surviving entity in such merger) or consolidation of the
Corporation, or the sale of all or substantially all of its assets, during the
term hereof, the Option shall become immediately exercisable at the election of
the Grantee as to all or any part of the Shares not theretofore issued and sold
hereunder. The Corporation shall provide the Grantee with at least 30 days'
notice of the consummation of any of the events referred to in the preceding
sentence, during which period the Grantee may so exercise the Option.
5. REPRESENTATIONS, WARRANTIES AND COVENANTS.
(a) The Grantee represents and warrants that he is
acquiring this Option and, in the event this Option is exercised, the Shares,
for investment, for his or her own account and not with a view to the
distribution thereof, and that he or she has no present intention of disposing
of this Option or the Shares or any interest therein or sharing ownership
thereof with any other person or entity.
(b) The Grantee agrees that he or she will not
offer, sell, hypothecate, transfer or otherwise dispose of any of the Shares
unless either:
(i) A registration statement covering the Shares
which are to be so offered has been filed with the Securities
and Exchange Commission pursuant to the Securities Act and
such sale, transfer or other disposition is accompanied by a
prospectus relating to a registration statement which is in
effect under the Securities Act covering the Shares which are
to be sold, transferred or otherwise disposed of and meeting
the requirements of Section 10 of the Securities Act; or
(ii) Counsel satisfactory to the Corporation renders
a reasoned opinion in writing and addressed to the
Corporation, satisfactory in form and substance to the
Corporation and its counsel, that in the opinion of such
counsel such proposed sale, offer, transfer or other
disposition of the Shares is exempt from the provisions of
Section 5 of the Securities Act in view of the circumstances
of such proposed offer, sale, transfer or other disposition.
-5-
<PAGE> 6
(c) The Grantee acknowledges that (i) the Shares and
this Option constitute "securities" under the Securities Act and/or the
Securities Exchange Act of 1934, as amended, and/or the Rules and Regulations
promulgated under said acts; (ii) the Shares must be held indefinitely unless
subsequently registered under the Securities Act or an exemption from such
registration is available; and (iii) the Corporation is not under any
obligation with respect to the registration of the Shares.
(d) The Grantee acknowledges and agrees that the
certificate or certificates representing the Shares shall have an appropriate
legend referring to the terms of this Option.
(e) The Grantee acknowledges and agrees that he or
she, or his or her legatee or legal representative, as the case may be and as
defined above, may be required to make an appropriate representation at the
time of any exercise of this Option in form and substance similar to the
representations contained herein, relating to the Shares then being purchased.
(f) The Grantee acknowledges that, in the event he
ceases to perform services for the Corporation or its Subsidiaries, his or her
rights to exercise this Option are restricted as set forth in Section 4(a)
above.
6. SUCCESSORS AND ASSIGNS. This Option Agreement shall be
binding upon and shall inure to the benefit of any successor or assign of the
Corporation and, to the extent herein provided, shall be binding upon and inure
to the benefit of the Grantee's legatee or legal representative, as defined
above.
7. ADJUSTMENT OF OPTIONS.
(a) The number of Shares issuable upon exercise
of this Option, or the amount and kind of other securities issuable in addition
thereto or in lieu thereof upon the occurrence of the events specified in
Section 1.5 of the Plan, shall be determined and subject to adjustment, as the
case may be, in accordance with the procedures therein specified.
(b) Fractional shares resulting from any adjustment
in options pursuant to this Section may be settled in cash or otherwise as the
Committee shall determine. Notice of any adjustment in this Option shall be
given by the Corporation to the holder of this Option and such adjustment
(whether or not such notice is given) shall be effective and binding for all
purposes of the Plan.
-6-
<PAGE> 7
8. EXERCISE AND TRANSFERABILITY OF OPTION. During the
lifetime of the Grantee, this Option is exercisable only by him or her and
shall not be assignable or transferable by him or her and no other person shall
acquire any rights therein. If the Grantee, while still employed by the
Corporation or any of its Subsidiaries, shall die within the Option Period, his
or her legatee or legal representative shall have the rights provided in
Section 4(a) above.
9. GENERAL PROVISIONS. Nothing contained in this Option
Agreement shall confer upon the Grantee any right to continue in the employ of
the Corporation or shall in any way affect the right and power of the
Corporation to dismiss or otherwise terminate the employment of the Grantee at
any time for any reason with or without cause. This Option Agreement shall be
governed and construed in accordance with the laws of the State of New York
applicable to contracts entered into and to be performed wholly within such
state.
If the foregoing is in accordance with the Grantee's
understanding and accepted and agreed by the Grantee, the Grantee may so
confirm by signing and returning the duplicate of this Option Agreement
provided for that purpose.
TIGERA GROUP, INC.
By
------------------------------
Title:
The foregoing is in accordance with my understanding and is hereby confirmed
and agreed to as of the Date of Grant.
--------------------------------
Name
-7-
<PAGE> 8
EXHIBIT
NOTICE OF EXERCISE
DATE
The undersigned hereby gives notice to Tigera Group, Inc., a
Delaware corporation (the "Company"), of his intention to exercise his right to
purchase the number of Shares set forth below of the Common Stock of the
Company, at the exercise price and on the date set forth below, pursuant to the
Incentive Stock Option (the "Option") granted to the undersigned on November
15, 1995, and to pay the purchase price thereof, plus any applicable federal or
state withholding or employment taxes, by means of [the undersigned's check]
which the undersigned is delivering to the Company herewith pursuant to the
terms of the Option.
Print Name:
----------------------------------
Date of Exercise:
----------------------------
Number of Shares
to be Purchased:
--------------------------
Exercise Price Per Share:
--------------------
Aggregate Exercise Price:
--------------------
------------------------------------
(Signature)
-8-
<PAGE> 1
EXHIBIT 10.6
TIGERA GROUP, INC.
Agreement Relating to Nonqualified Stock Options
Pursuant to the 1991 Stock Incentive Plan
--------------------------
Option granted as of November 15, 1995 (hereinafter referred
to as the "Date of Grant"), by TIGERA GROUP, INC. (the "Corporation") to
_________________ (the "Grantee"):
1. DEFINITIONS. The following terms, as used herein,
shall have the meanings set forth below:
(a) "Cause" shall mean by reason of any of the
following: (A) the Grantee's conviction of, or plea of nolo contendere to, any
felony or to any crime or offense causing harm to the Corporation or any of its
Subsidiaries or affiliates (whether or not for personal gain) or involving acts
of moral turpitude, (B) the Grantee's repeated intoxication by alcohol or drugs
during the performance of his or her duties, (C) malfeasance in the conduct of
the Grantee's duties involving misuse or diversion of the Corporation's (or its
affiliates') funds, embezzlement or willful and material misrepresentations or
concealments on any written reports submitted to the Corporation (or its
affiliates), (D) repeated material failure by the Grantee to perform the duties
of his or her employment, (E) material failure by the Grantee to follow or
comply with the reasonable and lawful written directives of the Board of
Directors of the Corporation or the Grantee's immediate supervisor, or (F) a
material breach by the Grantee of any written agreement between the Grantee and
the Corporation (or its affiliates).
(b) "Code" shall mean the Internal Revenue Code
of 1986, as amended.
(c) "Committee" shall mean the committee
established by the Board of Directors of the Corporation pursuant to the Plan
to administer the Plan.
(d) "Fair Market Value" shall mean (i) If the
principal market for the Common Stock (the "Market") is a national securities
exchange or the National Association of Securities Dealers Automated Quotation
System ("NASDAQ") National Market, the last sale price or, if no reported sales
take place on the applicable date, the average of the high bid and low asked
price of Common Stock as reported for such Market on such date or, if no such
quotation is made on such date, on the next preceding day on which there were
quotations, provided that such quotations shall have been made within the ten
(10) business days preceding the applicable date; or, (ii) If the Market is the
NASDAQ National List, the NASDAQ Supplemental List or another market, the
average of the high bid and low asked price for Common Stock on the applicable
date, or, if no such
<PAGE> 2
quotations shall have been made on such date, on the next preceding day on
which there were quotations, provided that such quotations shall have been made
within the ten (10) business days preceding the applicable date; or, (iii) In
the event that neither subparagraph (i) nor (ii) shall apply, the Fair Market
Value of a share of Common Stock on any day shall be determined by the
Committee.
(e) "Incentive Stock Option" shall mean an option
that is intended to qualify for special federal income tax treatment under
Section 421 and 422 of the Code.
(f) "Nonqualified Stock Option" shall mean an
option that is not an Incentive Stock Option.
(g) "Notice" shall have the meaning set forth in
Section 4(c) hereof.
(h) "Option" shall have the meaning set forth in
Section 2 hereof.
(i) "Option Period" shall have the meaning set
forth in Section 4(a) hereof.
(j) "Option Price" shall have the meaning set
forth in Section 3 hereof.
(k) "Plan" shall mean the Corporation's 1991
Stock Incentive Plan.
(l) "Securities Act" shall mean the Securities
Act of 1933, as amended.
(m) "Shares" shall mean shares of the Common
Stock, par value $0.01 per share, of the Corporation.
(n) "Subsidiary" shall mean any direct or
indirect majority-owned subsidiary of the Corporation.
2. THE OPTION.
(a) The Corporation hereby grants to the Grantee,
effective on the Date of Grant, a stock option (the "Option") to purchase, on
the terms and conditions herein set forth, up to ______ of the Corporation's
fully paid, non-assessable Shares at the option exercise price set forth in
Section 3 below.
-2-
<PAGE> 3
(b) The Option is granted pursuant to the Plan, a
copy of which is delivered herewith by the Corporation and receipt thereof is
acknowledged by the Grantee. The Option and this Option Agreement are subject
in all respects to the terms and conditions of the Plan, which terms and
conditions are incorporated herein by reference and which the Grantee is by
acceptance of the Option deemed to accept.
(c) The Option is an Nonqualified Stock Option.
3. THE PURCHASE PRICE. The purchase price of the Shares
shall be $0.885 per share (the "Option Price").
4. EXERCISE OF OPTION.
(a) Except as otherwise provided in the Plan and
this Option Agreement, the Option is exercisable over a period of ten years
from the Date of Grant (the "Option Period") in accordance with the following
schedule:
<TABLE>
<CAPTION>
PERCENT OF SHARES SUBJECT
DATE TO OPTION PURCHASABLE
<S> <C>
From the Date of Grant to the
first anniversary of the Date of Grant. 33.3%
From the first anniversary of the
Date of Grant to the second
anniversary. 66.7%
From the second anniversary of the
Date of Grant to the expiration
of the Option. 100%
</TABLE>
The Option may be exercised from time to time during the Option Period as to
the total number of Shares allowable under this Section 4(a), or any lesser
amount thereof, as long as the Grantee performs services as an officer,
director, employee or consultant for the Corporation or any of its
Subsidiaries. If the Grantee ceases to perform such services for any such
entity for any reason other than (i) the Grantee's death or disability or (ii)
the Grantee's termination for cause, than this Option may be exercised during
the period of ninety (90) days after the date such performance ceases (unless
the Committee, in its discretion, shall specify a longer period), to the extent
that (i) the right to exercise this Option has accrued on such date and (ii)
the Option Period has not expired. If the Grantee shall die or become disabled
within the meaning of Section 22(e)(3) of the Code while still performing such
services for the Corporation or
-3-
<PAGE> 4
any of its Subsidiaries, this Option shall be exercisable to the extent that
the right to exercise this Option has accrued on the date of the Grantee's
death or the date he or she first became disabled, as the case may be, and may
be exercised during the period commencing on the date of the Grantee's death or
the date he or she first becomes disabled, as the case may be, and ending on
the earlier of the first anniversary of such date and the expiration of the
Option Period after which period this Option shall expire and shall cease to be
exercisable. In the event of the death of the Grantee, this Option may be
exercised by the person or persons entitled to do so under the Grantee's will
(a "legatee"), or, if the Grantee shall fail to make testamentary disposition
of this Option, or shall die intestate, by the Grantee's legal representative
(a "legal representative"). In the event that the Grantee's services to the
Corporation or any Subsidiary are terminated for Cause, this Option (or any
unexercisable portion thereof) shall expire on the date of such termination and
shall cease to be exercisable.
(b) If this Option shall extend to 100 or more
Shares, then this Option may not be exercised for less than 100 Shares at any
one time, and if this Option shall extend to less than 100 Shares, then this
Option must be exercised for all such Shares at one time.
(c) Not less than five days nor more than thirty
days prior to the date upon which all or any portion of the Option is to be
exercised, the person entitled to exercise the Option shall deliver to the
Corporation written notice in substantially the form attached as an Exhibit
hereto (the "Notice") of his election to exercise all or a part of the Option,
which Notice shall specify the date for the exercise of the Option and the
number of Shares in respect of which the Option is to be exercised. The date
specified in the Notice shall be a business day of the Corporation.
(d) On the date specified in the Notice, the person
entitled to exercise the Option shall pay to the Corporation the Option Price
of the Shares in respect of which the Option is exercised and the amount of any
applicable Federal and/or state withholding tax or employment tax. The Option
Price shall be paid in full at the time of purchase, (i) in cash or by check
(ii) with shares of the Common Stock of the Corporation which have been owned
by the Grantee for at least six months prior to the exercise of the Option or
(iii) if and to the extent the Corporation may lawfully do so, by delivery of a
promissory note for same or all of that portion of the Option Price exceeding
the amount determined to be capital pursuant to Section 145 of the
DelawareGeneral Corporation Law, the terms of which note shall be determined by
the Committee. The value of any shares of Common Stock delivered by the
Grantee in payment of the Option Price shall be the Fair Market Value of such
shares. If
-4-
<PAGE> 5
the Option is exercised in accordance with the provisions of the Plan
and this Option Agreement, the Corporation shall deliver to such person
certificates representing the number of Shares in respect of which the Option
is being exercised which Shares or other securities shall be registered in his
or her name.
(e) This Option is not exercisable after the
expiration of ten years from the Date of Grant.
(f) Notwithstanding the provisions of subsection
4(a), in the event of the dissolution, liquidation, merger (but only if the
Corporation is not the surviving entity in such merger) or consolidation of the
Corporation, or the sale of all or substantially all of its assets, during the
term hereof, the Option shall become immediately exercisable at the election of
the Grantee as to all or any part of the Shares not theretofore issued and sold
hereunder. The Corporation shall provide the Grantee with at least 30 days'
notice of the consummation of any of the events referred to in the preceding
sentence, during which period the Grantee may so exercise the Option.
5. REPRESENTATIONS, WARRANTIES AND COVENANTS.
(a) The Grantee represents and warrants that he is
acquiring this Option and, in the event this Option is exercised, the Shares,
for investment, for his or her own account and not with a view to the
distribution thereof, and that he or she has no present intention of disposing
of this Option or the Shares or any interest therein or sharing ownership
thereof with any other person or entity.
(b) The Grantee agrees that he or she will not
offer, sell, hypothecate, transfer or otherwise dispose of any of the Shares
unless either:
(i) A registration statement covering the Shares
which are to be so offered has been filed with the Securities
and Exchange Commission pursuant to the Securities Act and
such sale, transfer or other disposition is accompanied by a
prospectus relating to a registration statement which is in
effect under the Securities Act covering the Shares which are
to be sold, transferred or otherwise disposed of and meeting
the requirements of Section 10 of the Securities Act; or
(ii) Counsel satisfactory to the Corporation renders
a reasoned opinion in writing and addressed to the
Corporation, satisfactory in form and substance to the
Corporation and its counsel, that in the opinion of such
counsel such proposed sale, offer, transfer or other
disposition of the Shares is exempt from the
-5-
<PAGE> 6
provisions of Section 5 of the Securities Act in view of the
circumstances of such proposed offer, sale, transfer or other
disposition.
(c) The Grantee acknowledges that (i) the Shares and
this Option constitute "securities" under the Securities Act and/or the
Securities Exchange Act of 1934, as amended, and/or the Rules and Regulations
promulgated under said acts; (ii) the Shares must be held indefinitely unless
subsequently registered under the Securities Act or an exemption from such
registration is available; and (iii) the Corporation is not under any
obligation with respect to the registration of the Shares.
(d) The Grantee acknowledges and agrees that the
certificate or certificates representing the Shares shall have an appropriate
legend referring to the terms of this Option.
(e) The Grantee acknowledges and agrees that he or
she, or his or her legatee or legal representative, as the case may be and as
defined above, may be required to make an appropriate representation at the
time of any exercise of this Option in form and substance similar to the
representations contained herein, relating to the Shares then being purchased.
(f) The Grantee acknowledges that, in the event he
ceases to perform services for the Corporation or its Subsidiaries, his or her
rights to exercise this Option are restricted as set forth in Section 4(a)
above.
6. SUCCESSORS AND ASSIGNS. This Option Agreement shall be
binding upon and shall inure to the benefit of any successor or assign of the
Corporation and, to the extent herein provided, shall be binding upon and inure
to the benefit of the Grantee's legatee or legal representative, as defined
above.
7. ADJUSTMENT OF OPTIONS.
(a) The number of Shares issuable upon exercise
of this Option, or the amount and kind of other securities issuable in addition
thereto or in lieu thereof upon the occurrence of the events specified in
Section 1.5 of the Plan, shall be determined and subject to adjustment, as the
case may be, in accordance with the procedures therein specified.
(b) Fractional shares resulting from any adjustment
in options pursuant to this Section may be settled in cash or otherwise as the
Committee shall determine. Notice of any adjustment in this Option shall be
given by the Corporation to the holder of this Option and such adjustment
(whether or not
-6-
<PAGE> 7
such notice is given) shall be effective and binding for all purposes of the
Plan.
8. EXERCISE AND TRANSFERABILITY OF OPTION. During the
lifetime of the Grantee, this Option is exercisable only by him or her and
shall not be assignable or transferable by him or her and no other person shall
acquire any rights therein. If the Grantee, while still employed by the
Corporation or any of its Subsidiaries, shall die within the Option Period, his
or her legatee or legal representative shall have the rights provided in
Section 4(a) above.
9. GENERAL PROVISIONS. Nothing contained in this Option
Agreement shall confer upon the Grantee any right to continue in the employ of
the Corporation or shall in any way affect the right and power of the
Corporation to dismiss or otherwise terminate the employment of the Grantee at
any time for any reason with or without cause. This Option Agreement shall be
governed and construed in accordance with the laws of the State of New York
applicable to contracts entered into and to be performed wholly within such
state.
If the foregoing is in accordance with the Grantee's
understanding and accepted and agreed by the Grantee, the Grantee may so
confirm by signing and returning the duplicate of this Option Agreement
provided for that purpose.
TIGERA GROUP, INC.
By
------------------------------
Title:
The foregoing is in accordance with my understanding and is hereby confirmed
and agreed to as of the Date of Grant.
--------------------------------
Name
-7-
<PAGE> 8
EXHIBIT
NOTICE OF EXERCISE
DATE
The undersigned hereby gives notice to Tigera Group, Inc., a
Delaware corporation (the "Company"), of his intention to exercise his right to
purchase the number of Shares set forth below of the Common Stock of the
Company, at the exercise price and on the date set forth below, pursuant to the
Incentive Stock Option (the "Option") granted to the undersigned on November
15, 1995, and to pay the purchase price thereof, plus any applicable federal or
state withholding or employment taxes, by means of [the undersigned's check]
which the undersigned is delivering to the Company herewith pursuant to the
terms of the Option.
Print Name:
----------------------------------
Date of Exercise:
----------------------------
Number of Shares
to be Purchased:
--------------------------
Exercise Price Per Share:
--------------------
Aggregate Exercise Price:
--------------------
------------------------------------
(Signature)
-8-
<PAGE> 1
EXHIBIT 10.7
TIGERA GROUP, INC.
Agreement Relating to Nonqualified Stock Options
Pursuant to the 1991 Stock Incentive Plan
--------------------------
Option granted as of November 15, 1995 (hereinafter referred
to as the "Date of Grant"), by TIGERA GROUP, INC. (the "Corporation") to
_________________ (the "Grantee"):
1. DEFINITIONS. The following terms, as used herein,
shall have the meanings set forth below:
(a) "Cause" shall mean by reason of any of the
following: (A) the Grantee's conviction of, or plea of nolo contendere to, any
felony or to any crime or offense causing harm to the Corporation or any of its
Subsidiaries or affiliates (whether or not for personal gain) or involving acts
of moral turpitude, (B) the Grantee's repeated intoxication by alcohol or drugs
during the performance of his or her duties, (C) malfeasance in the conduct of
the Grantee's duties involving misuse or diversion of the Corporation's (or its
affiliates') funds, embezzlement or willful and material misrepresentations or
concealments on any written reports submitted to the Corporation (or its
affiliates), (D) repeated material failure by the Grantee to perform the duties
of his or her consulting relationship, (E) material failure by the Grantee to
follow or comply with the reasonable and lawful written directives of the Board
of Directors of the Corporation or the Grantee's immediate supervisor, or (F) a
material breach by the Grantee of any written agreement between the Grantee and
the Corporation (or its affiliates).
(b) "Code" shall mean the Internal Revenue Code
of 1986, as amended.
(c) "Committee" shall mean the committee
established by the Board of Directors of the Corporation pursuant to the Plan
to administer the Plan.
(d) "Fair Market Value" shall mean (i) If the
principal market for the Common Stock (the "Market") is a national securities
exchange or the National Association of Securities Dealers Automated Quotation
System ("NASDAQ") National Market, the last sale price or, if no reported sales
take place on the applicable date, the average of the high bid and low asked
price of Common Stock as reported for such Market on such date or, if no such
quotation is made on such date, on the next
<PAGE> 2
preceding day on which there were quotations, provided that such quotations
shall have been made within the ten (10) business days preceding the applicable
date; or, (ii) If the Market is the NASDAQ National List, the NASDAQ
Supplemental List or another market, the average of the high bid and low asked
price for Common Stock on the applicable date, or, if no such quotations shall
have been made on such date, on the next preceding day on which there were
quotations, provided that such quotations shall have been made within the ten
(10) business days preceding the applicable date; or, (iii) In the event that
neither subparagraph (i) nor (ii) shall apply, the Fair Market Value of a share
of Common Stock on any day shall be determined by the Committee.
(e) "Incentive Stock Option" shall mean an option
that is intended to qualify for special federal income tax treatment under
Section 421 and 422 of the Code.
(f) "Nonqualified Stock Option" shall mean an
option that is not an Incentive Stock Option.
(g) "Notice" shall have the meaning set forth in
Section 4(c) hereof.
(h) "Option" shall have the meaning set forth in
Section 2 hereof.
(i) "Option Period" shall have the meaning set
forth in Section 4(a) hereof.
(j) "Option Price" shall have the meaning set
forth in Section 3 hereof.
(k) "Plan" shall mean the Corporation's 1991
Stock Incentive Plan.
(l) "Securities Act" shall mean the Securities
Act of 1933, as amended.
(m) "Shares" shall mean shares of the Common
Stock, par value $0.01 per share, of the Corporation.
(n) "Subsidiary" shall mean any direct or
indirect majority-owned subsidiary of the Corporation.
2. THE OPTION.
(a) The Corporation hereby grants to the Grantee,
effective on the Date of Grant, a stock option (the "Option") to purchase, on
the terms and conditions herein set forth, up to ______ of the Corporation's
fully paid, non-assessable Shares at the option exercise price set forth in
Section 3 below.
-2-
<PAGE> 3
(b) The Option is granted pursuant to the Plan, a
copy of which is delivered herewith by the Corporation and receipt thereof is
acknowledged by the Grantee. The Option and this Option Agreement are subject
in all respects to the terms and conditions of the Plan, which terms and
conditions are incorporated herein by reference and which the Grantee is by
acceptance of the Option deemed to accept.
(c) The Option is an Nonqualified Stock Option.
3. THE PURCHASE PRICE. The purchase price of the Shares
shall be $0.885 per share (the "Option Price").
4. EXERCISE OF OPTION.
(a) Except as otherwise provided in the Plan and
this Option Agreement, the Option is exercisable over a period of ten years
from the Date of Grant (the "Option Period") in accordance with the following
schedule:
<TABLE>
<CAPTION>
PERCENT OF SHARES SUBJECT
DATE TO OPTION PURCHASABLE
<S> <C>
From the Date of Grant to the
first anniversary of the Date of Grant. 33.3%
From the first anniversary of the
Date of Grant to the second
anniversary. 66.7%
From the second anniversary of the
Date of Grant to the expiration
of the Option. 100%
</TABLE>
The Option may be exercised from time to time during the Option Period as to
the total number of Shares allowable under this Section 4(a), or any lesser
amount thereof, as long as the Grantee performs services as an officer,
director, employee or consultant for the Corporation or any of its
Subsidiaries. If the Grantee ceases to perform such services for any such
entity or the Grantee's consulting arrangement is terminated for any reason
other than (i) the Grantee's death or disability or (ii) the Grantee's
termination for cause, than this Option may be exercised during the period of
ninety (90) days after the date such performance ceases (unless the Committee,
in its discretion, shall specify a longer period), to the extent that (i) the
right to exercise this Option has accrued on such date and (ii) the Option
Period has not expired. If the Grantee shall die or become disabled within the
meaning of Section 22(e)(3) of the
-3-
<PAGE> 4
Code while still performing such services for the Corporation or any of its
Subsidiaries, this Option shall be exercisable to the extent that the right to
exercise this Option has accrued on the date of the Grantee's death or the date
he or she first became disabled, as the case may be, and may be exercised
during the period commencing on the date of the Grantee's death or the date he
or she first becomes disabled, as the case may be, and ending on the earlier of
the first anniversary of such date and the expiration of the Option Period
after which period this Option shall expire and shall cease to be exercisable.
In the event of the death of the Grantee, this Option may be exercised by the
person or persons entitled to do so under the Grantee's will (a "legatee"), or,
if the Grantee shall fail to make testamentary disposition of this Option, or
shall die intestate, by the Grantee's legal representative (a "legal
representative"). In the event that the Grantee's consulting arrangement with
the Corporation or any Subsidiary is terminated for Cause, this Option (or any
unexercisable portion thereof) shall expire on the date of such termination and
shall cease to be exercisable.
(b) If this Option shall extend to 100 or more
Shares, then this Option may not be exercised for less than 100 Shares at any
one time, and if this Option shall extend to less than 100 Shares, then this
Option must be exercised for all such Shares at one time.
(c) Not less than five days nor more than thirty
days prior to the date upon which all or any portion of the Option is to be
exercised, the person entitled to exercise the Option shall deliver to the
Corporation written notice in substantially the form attached as an Exhibit
hereto (the "Notice") of his election to exercise all or a part of the Option,
which Notice shall specify the date for the exercise of the Option and the
number of Shares in respect of which the Option is to be exercised. The date
specified in the Notice shall be a business day of the Corporation.
(d) On the date specified in the Notice, the person
entitled to exercise the Option shall pay to the Corporation the Option Price
of the Shares in respect of which the Option is exercised and the amount of any
applicable Federal and/or state withholding tax or employment tax. The Option
Price shall be paid in full at the time of purchase, (i) in cash or by check
(ii) with shares of the Common Stock of the Corporation which have been owned
by the Grantee for at least six months prior to the exercise of the Option or
(iii) if and to the extent the Corporation may lawfully do so, by delivery of a
promissory note for same or all of that portion of the Option Price exceeding
the amount determined to be capital pursuant to Section 145 of the Delaware
General Corporation Law, the terms of which note shall be determined by the
Committee. The value of any shares of Common Stock delivered by the Grantee in
payment of the
-4-
<PAGE> 5
Option Price shall be the Fair Market Value of such shares. If the Option is
exercised in accordance with the provisions of the Plan and this Option
Agreement, the Corporation shall deliver to such person certificates
representing the number of Shares in respect of which the Option is being
exercised which Shares or other securities shall be registered in his or her
name.
(e) This Option is not exercisable after the
expiration of ten years from the Date of Grant.
(f) Notwithstanding the provisions of subsection
4(a), in the event of the dissolution, liquidation, merger (but only if the
Corporation is not the surviving entity in such merger) or consolidation of the
Corporation, or the sale of all or substantially all of its assets, during the
term hereof, the Option shall become immediately exercisable at the election of
the Grantee as to all or any part of the Shares not theretofore issued and sold
hereunder. The Corporation shall provide the Grantee with at least 30 days'
notice of the consummation of any of the events referred to in the preceding
sentence, during which period the Grantee may so exercise the Option.
5. REPRESENTATIONS, WARRANTIES AND COVENANTS.
(a) The Grantee represents and warrants that he is
acquiring this Option and, in the event this Option is exercised, the Shares,
for investment, for his or her own account and not with a view to the
distribution thereof, and that he or she has no present intention of disposing
of this Option or the Shares or any interest therein or sharing ownership
thereof with any other person or entity.
(b) The Grantee agrees that he or she will not
offer, sell, hypothecate, transfer or otherwise dispose of any of the Shares
unless either:
(i) A registration statement covering the Shares
which are to be so offered has been filed with the Securities
and Exchange Commission pursuant to the Securities Act and
such sale, transfer or other disposition is accompanied by a
prospectus relating to a registration statement which is in
effect under the Securities Act covering the Shares which are
to be sold, transferred or otherwise disposed of and meeting
the requirements of Section 10 of the Securities Act; or
(ii) Counsel satisfactory to the Corporation renders
a reasoned opinion in writing and addressed to the
Corporation, satisfactory in form and substance to the
Corporation and its counsel, that in the opinion of such
counsel such proposed sale, offer, transfer or
-5-
<PAGE> 6
other disposition of the Shares is exempt from the provisions
of Section 5 of the Securities Act in view of the
circumstances of such proposed offer, sale, transfer or other
disposition.
(c) The Grantee acknowledges that (i) the Shares and
this Option constitute "securities" under the Securities Act and/or the
Securities Exchange Act of 1934, as amended, and/or the Rules and Regulations
promulgated under said acts; (ii) the Shares must be held indefinitely unless
subsequently registered under the Securities Act or an exemption from such
registration is available; and (iii) the Corporation is not under any
obligation with respect to the registration of the Shares.
(d) The Grantee acknowledges and agrees that the
certificate or certificates representing the Shares shall have an appropriate
legend referring to the terms of this Option.
(e) The Grantee acknowledges and agrees that he or
she, or his or her legatee or legal representative, as the case may be and as
defined above, may be required to make an appropriate representation at the
time of any exercise of this Option in form and substance similar to the
representations contained herein, relating to the Shares then being purchased.
(f) The Grantee acknowledges that, in the event he
ceases to perform services for the Corporation or its Subsidiaries, or his or
her consulting arrangement with the Corporation is terminated, his or her
rights to exercise this Option are restricted as set forth in Section 4(a)
above.
6. SUCCESSORS AND ASSIGNS. This Option Agreement shall be
binding upon and shall inure to the benefit of any successor or assign of the
Corporation and, to the extent herein provided, shall be binding upon and inure
to the benefit of the Grantee's legatee or legal representative, as defined
above.
7. ADJUSTMENT OF OPTIONS.
(a) The number of Shares issuable upon exercise
of this Option, or the amount and kind of other securities issuable in addition
thereto or in lieu thereof upon the occurrence of the events specified in
Section 1.5 of the Plan, shall be determined and subject to adjustment, as the
case may be, in accordance with the procedures therein specified.
(b) Fractional shares resulting from any adjustment
in options pursuant to this Section may be settled in cash or otherwise as the
Committee shall determine. Notice of
-6-
<PAGE> 7
any adjustment in this Option shall be given by the Corporation to the holder
of this Option and such adjustment (whether or not such notice is given) shall
be effective and binding for all purposes of the Plan.
8. EXERCISE AND TRANSFERABILITY OF OPTION. During the
lifetime of the Grantee, this Option is exercisable only by him or her and
shall not be assignable or transferable by him or her and no other person shall
acquire any rights therein. If the Grantee, while still providing services for
the Corporation or any of its Subsidiaries, shall die within the Option Period,
his or her legatee or legal representative shall have the rights provided in
Section 4(a) above.
9. GENERAL PROVISIONS. Nothing contained in this Option
Agreement shall confer upon the Grantee any right to continue as a consultant
to or be employed by the Corporation or shall in any way affect the right and
power of the Corporation to dismiss or otherwise terminate the consulting
arrangement of the Grantee at any time for any reason with or without cause.
This Option Agreement shall be governed and construed in accordance with the
laws of the State of New York applicable to contracts entered into and to be
performed wholly within such state.
If the foregoing is in accordance with the Grantee's
understanding and accepted and agreed by the Grantee, the Grantee may so
confirm by signing and returning the duplicate of this Option Agreement
provided for that purpose.
TIGERA GROUP, INC.
By
------------------------------
Title:
The foregoing is in accordance with my understanding and is hereby confirmed
and agreed to as of the Date of Grant.
--------------------------------
Name
-7-
<PAGE> 8
EXHIBIT
NOTICE OF EXERCISE
DATE
The undersigned hereby gives notice to Tigera Group, Inc., a
Delaware corporation (the "Company"), of his intention to exercise his right to
purchase the number of Shares set forth below of the Common Stock of the
Company, at the exercise price and on the date set forth below, pursuant to the
Incentive Stock Option (the "Option") granted to the undersigned on November
15, 1995, and to pay the purchase price thereof, plus any applicable federal or
state withholding or employment taxes, by means of [the undersigned's check]
which the undersigned is delivering to the Company herewith pursuant to the
terms of the Option.
Print Name:
----------------------------------
Date of Exercise:
----------------------------
Number of Shares
to be Purchased:
--------------------------
Exercise Price Per Share:
--------------------
Aggregate Exercise Price:
--------------------
------------------------------------
(Signature)
-8-
<PAGE> 1
EXHIBIT 10.8
THE WARRANT EVIDENCED BY THIS CERTIFICATE AND THE COMMON STOCK ISSUABLE UPON
EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE "ACT"), OR UNDER ANY STATE SECURITIES LAWS. THE WARRANT OR SHARES
OF SUCH COMMON STOCK MAY NOT BE SOLD, TRANSFERRED, ASSIGNED OR OTHERWISE
DISPOSED OF UNLESS A REGISTRATION STATEMENT UNDER THE ACT AND ANY APPLICABLE
STATE SECURITIES LAWS WITH RESPECT TO SUCH DISPOSITION IS THEN IN EFFECT OR
UNLESS THE PERSON PROPOSING TO MAKE THE DISPOSITION SHALL FURNISH, WITH RESPECT
TO SUCH DISPOSITION, AN OPINION OF COUNSEL SATISFACTORY TO TIGERA GROUP, INC.
TO THE EFFECT THAT SUCH SALE, TRANSFER, ASSIGNMENT OR OTHER DISPOSITION WILL
NOT INVOLVE ANY VIOLATION OF THE REGISTRATION PROVISIONS OF THE ACT (OR ANY
SUPERSEDING STATUTE) OR ANY APPLICABLE STATE SECURITIES LAWS.
TIGERA GROUP, INC.
STOCK PURCHASE WARRANT
COMMON STOCK
Warrant No. No. of Shares - 100,000
This certifies that, for value received,
(the "Holder")
-----------------------
or his or its permitted assigns, is entitled, subject to the terms and
conditions hereinafter set forth, at any time after April 1, 1992, and at or
before 5:00 o'clock P.M., New York time, April 30, 1997, but not thereafter, to
purchase up to 100,000 shares of Common Stock ("Common Stock"), par value $.01
per share, of Tigera Group, Inc., a Delaware corporation (the "Company"), such
number of shares (the "Warrant Shares") being subject to adjustment upon the
occurrence of the contingencies set forth in this Warrant. The purchase price
payable upon the exercise of this Warrant shall be $1.00 per share, subject to
adjustments upon the occurrence of the contingencies set forth in this Warrant
(the "Warrant Price").
Upon delivery of this Warrant duly executed, together with
payment of the Warrant Price for the shares of Common Stock thereby purchased,
at the principal office of the Company at 20 West 55th Street, New York, New
York 10019, or at such other address as the Company may designate by notice in
writing to the registered holder hereof, the registered holder of this Warrant
shall be entitled to receive a certificate or certificates for the Warrant
Shares so purchased. All shares of Common Stock which may be issued upon the
exercise of this Warrant have been duly authorized and reserved for issuance,
and will, upon such issuance, be fully paid and nonassessable and free from all
taxes, liens and charges with respect thereto. The Company shall
<PAGE> 2
at all times reserve and keep available for issuance upon the exercise of this
Warrant, such number of its authorized, but unissued, shares of Common Stock
as will from time to time be sufficient to permit the exercise of this Warrant,
and shall take all action required to increase the authorized number of shares
of Common Stock if necessary to permit the exercise of this Warrant.
This Warrant is subject to the following terms and conditions:
1. Exercise of Warrant. This Warrant may be exercised
at any time after April 1, 1992, and prior to 5:00 o'clock P.M., New York time,
April 30, 1997, but not thereafter, as to all or any part of the number of
whole shares of Common Stock then subject hereto. In case of any partial
exercise of this Warrant, the Company shall execute and deliver a new Warrant
of like tenor and date for the balance of the shares of Common Stock
purchasable hereunder. Payment for Warrant Shares shall be made in immediately
available funds.
2. Adjustment of Warrant Price and the Number of Shares
Purchasable Hereunder. The Warrant Price and the number of shares purchasable
hereunder shall be subject to adjustment from time to time in accordance with
the following provisions:
(a) If, at any time or from time to time after the date of this
Warrant, the Company shall distribute to the holders of the Common
Stock (i) securities, other than shares of the Common Stock, or (ii)
property, other than cash, without payment therefor, with respect to
the Common Stock, then, and in each such case, the Holder, upon the
exercise of this Warrant, shall be entitled to receive the securities
and properties which the Holder would hold on the date of such
exercise if, on the date of this Warrant, the Holder had been the
holder of record of the number of shares of the Common Stock
subscribed for upon such exercise and, during the period from the date
of this Warrant to and including the date of such exercise, had
retained such shares and the securities and properties receivable by
the Holder during such period. Notice of each such distribution shall
be forthwith mailed to the Holder.
(b) In case the Company shall hereafter (i) pay a dividend or make
a distribution on its capital stock in shares of Common Stock, (ii)
subdivide its outstanding shares of Common Stock into a greater number
of shares, (iii) combine its outstanding shares of Common Stock into a
smaller number of shares or (iv) issue by reclassification of its
Common Stock any shares of capital stock of the Company, the Warrant
Price in effect immediately prior to such action shall be adjusted so
that the Holder of any Warrant
-2-
<PAGE> 3
surrendered for conversion immediately thereafter would be entitled to
receive the number of shares of Common Stock or other capital stock of
the Company which he would have owned immediately following such
action had such Warrant been converted immediately prior thereto. An
adjustment made pursuant to this subsection (b) shall become effective
immediately after the record date in the case of a dividend or
distribution and shall become effective immediately after the
effective date in the case of a subdivision, combination or
reclassification. If, as a result of an adjustment made pursuant to
this subsection (b), the holder of any Warrant thereafter surrendered
for conversion shall become entitled to receive shares of two or more
classes of capital stock or shares of Common Stock and other capital
stock of the Company, the Board of Directors (whose determination
shall be conclusive and shall be described in a written notice to the
Holders of the Warrants promptly after such adjustment) shall
determine the allocation of the adjusted Warrant Price between or
among shares of such classes or capital stock or shares of Common
Stock and other capital stock.
(c) In case the Company shall hereafter issue or sell any shares
of Common Stock (except as provided in Subsection 2(e)) for a
consideration of less than $1.00 per share, the Warrant Price of the
shares of Common Stock shall be adjusted as of the date of such
issuance or sale so that the same shall equal the price determined by
dividing (i) the sum of (I) the number of shares of Common Stock
outstanding immediately prior to such issuance or sale multiplied by
the Warrant Price plus (II) the consideration received by the Company
upon such issuance or sale, by (ii) the total number of shares of
Common Stock outstanding after such issuance or sale.
(d) Except as provided in Subsection 2(e), in case the Company
shall hereafter issue or sell any rights, options, warrants or
securities convertible into Common Stock other than to directors,
employees or affiliates of the Company entitling the holders thereof
to purchase Common Stock or to convert such securities into Common
Stock or to convert such securities into Common Stock at a price
(determined by dividing (i) the total amount, if any, received or
receivable by the Company in consideration of the issuance or sale of
such rights, options, warrants or convertible securities plus the
total consideration, if any, payable to the Company upon exercise or
conversion thereof (the "Total Consideration") by (ii) the number of
additional shares of Common Stock issuable upon conversion of such
securities) less than $1.00 per share, the Warrant Price shall be
adjusted as of the date of such issuance or sale so that the same
shall equal the price determined by dividing (i) the sum of (I) the
number of shares of common Stock outstanding
-3-
<PAGE> 4
on the date of such issuance or sale multiplied by the Warrant Price
plus (II) the Total Consideration by (ii) the number of shares of
Common Stock outstanding on the date of such issuance or sale plus the
maximum number of additional shares of Common Stock issuable upon
conversion of such securities.
(e) No adjustment in the Warrant Price shall be required in the
case of (i) the issuance by the Company of any shares of Common Stock
pursuant to the exercise of options granted to any of its directors,
employees or affiliates and (ii) the exercise of these Warrants.
(f) In case of any consolidation or merger to which the Company is
a party other than a merger or consolidation in which the Company is
the continuing corporation, or in case of any sale or conveyance to
another corporation of the property of the Company as an entirety or
substantially as an entirety, or in the case of any statutory exchange
of securities with another corporation (including any exchange
effected in connection with a merger of a third corporation into the
Company), the Holder of a Warrant shall have the right thereafter to
convert such Warrant into the kind and amount of securities, cash or
other property which he would have owned or have been entitled to
receive immediately after such consolidation, merger, statutory
exchange, sale or conveyance had such Warrant been converted
immediately prior to the effective date of such consolidation, merger,
statutory exchange, sale or conveyance and in any such case, if
necessary, appropriate adjustment shall be made in the application of
the provisions set forth in this Section 2 with respect to the rights
and interests thereafter of the Holders of the Warrants to the end
that the provisions set forth in this Section 2 shall thereafter
correspondingly be made applicable, as nearly as may reasonably be, in
relation to any shares of stock or other securities or property
thereafter deliverable on the conversion of the Warrants. The above
provisions of this Subsection 2(f) shall similarly apply to successive
consolidations, mergers, statutory exchanges, sales or conveyances.
Notices of any such consolidation, merger, statutory exchange, sale or
conveyance and of said provisions so proposed to be made, shall be
mailed to the Holder not less than 30 days prior to such event.
3. Notice of Adjustments. Upon any adjustment of the
Warrant Price and any increase or decrease in the number of shares of Common
Stock purchasable upon the exercise of this Warrant, then, and in each such
case, the Company, within thirty days, shall give written notice thereof to the
registered holder of this Warrant at the address of such holder as shown on the
books of the Company, which notice shall state the Warrant Price
-4-
<PAGE> 5
as adjusted and the increased or decreased number of shares purchasable upon
the exercise of this Warrant, setting forth in reasonable detail the method of
calculation of each. Prior to taking any action that might require an
adjustment hereunder, the Company shall, at least ten but not more than thirty
days prior to the occurrence of such action, notify the registered holder of
this Warrant at the address of such holder as shown on the books of the Company
of such action and, if required hereunder, obtain approval of such action.
4. Charges, Taxes and Expenses. The issuance of
certificates for shares of Common Stock upon any exercise of this Warrant shall
be made without charge to the holder hereof for any tax or other expense in
respect of the issuance of such certificates, all of which taxes and expenses
shall be paid by the Company, and such certificates shall be issued in the name
of, or in such name or names as may be directed by, the holder of this Warrant;
provided, however, that in the event that certificates for shares of Common
Stock are to be issued in a name other than the name of the holder of this
Warrant, this Warrant when surrendered for exercise shall be accompanied by an
instrument of transfer in form satisfactory to the Company, duly executed by
the holder hereof in person or by an attorney duly authorized in writing and
the holder shall pay all stock transfer taxes payable upon issuance of such
stock certificate.
5. Certain Obligations of the Company. The Company
agrees that it will not establish or increase the par value of the shares of
any Common Stock which are at the time issuable upon exercise of this Warrant
above the then prevailing Warrant Price hereunder and that, before taking any
action which would cause an adjustment reducing the Warrant Price hereunder
below the then par value, if any, of the shares of any Common Stock issuable
upon exercise hereof, the Company will take any corporate action which may, in
the opinion of its counsel, be necessary in order that the Company may validly
and legally issue fully-paid and non-assessable shares of Common Stock at the
Warrant Price as so adjusted.
6. Loss, etc., of Warrant. Upon receipt of evidence
satisfactory to the Company of the loss, theft, destruction or mutilation of
this Warrant, and of indemnity reasonably satisfactory to the Company, if lost,
stolen or destroyed, and upon surrender and cancellation of this Warrant, if
mutilated, and upon reimbursement of the Company's reasonable incidental
expenses, the Company shall execute and deliver to the Holder a new Warrant of
like date, tenor and denomination.
7. Communication. No notice or other communication
under this Warrant shall be effective unless, but any notice or other
communication shall be effective and shall be deemed to
-5-
<PAGE> 6
have been given if, the same is in writing and is mailed by first-class mail,
postage prepaid, addressed to:
(a) the Company at 20 West 55th Street, New York, NY
10019, or such other address as the Company has designated in
writing to the Holder, or
(b) the Holder at 10960 Wilshire Blvd., Suite 336, Los
Angeles, CA 90024, or such other address as the Holder has
designated in writing to the Company.
8. Miscellaneous.
(a) The terms of this Warrant shall be binding upon and
shall inure to the benefit of any successors or assigns of the Company and of
the holder or holders hereof.
(b) No holder of this Warrant, as such, shall be entitled
to vote or receive dividends (except as provided in paragraph 2(a) hereof) or
be deemed to be a shareholder of the Company for any purpose.
(c) This Warrant may be divided into separate Warrants
covering one share of the Common Stock or any whole multiple thereof, for the
total number of shares of Common Stock then subject to this Warrant at any
time, or from time to time, upon the request of the holder of this Warrant and
the surrender of the same to the Company for such purpose. Such subdivided
Warrants shall be issued promptly by the Company following any such request and
shall be of the same form and tenor as this Warrant, except for any requested
change in the name of the registered holder stated herein.
(d) Except as otherwise provided herein, this Warrant and
all rights hereunder are transferable by the registered holder hereof in person
or by a duly authorized attorney on the books of the Company upon surrender of
this Warrant, properly endorsed, to the Company. The Company may deem and treat
the registered holder of this Warrant at any time as the absolute owner hereof
for all purposes and shall not be affected by any notice to the contrary. This
Warrant may not be transferred to any firm or person engaged in any business
which is directly or indirectly in competition with the Company.
(e) Unless this Warrant has been registered under the
Securities Act of 1933 and qualified under applicable state securities law,
notwithstanding any provision herein to the contrary, the holder hereof may not
exercise, sell, transfer or otherwise assign this Warrant unless the Company is
provided with an opinion of counsel satisfactory in form and substance to the
Company, to the effect that such exercise, sale, transfer or
-6-
<PAGE> 7
assignment does not violate the Securities Act of 1933 or applicable state
securities laws.
(f) This Warrant shall be governed by and construed in
accordance with the laws of the State of New York without regard to the
principles of conflict of laws thereof.
IN WITNESS WHEREOF, the Company has caused this Warrant to be
signed by its duly authorized officers and its corporate seal to be affixed
hereto.
Dated: April __, 1991
TIGERA GROUP, INC.
By:
---------------------------
Name:
Title:
ATTEST:
- ----------------------------
Secretary
-7-
<PAGE> 8
ASSIGNMENT
(To be Executed by the Registered Holder to effect a Transfer
of the foregoing Warrant)
FOR VALUE RECEIVED, the undersigned hereby sells, and assigns
and transfers unto _____________________________________________________________
________________________________________________________________________________
the foregoing Warrant and the rights represented thereto to purchase shares of
Common Stock of TIGERA GROUP, INC., in accordance with the terms and condition
thereof, and does hereby irrevocably constitute and appoint
_________________________ Attorney to transfer the said Warrant on the books of
the Company, with full power of substitution.
Holder:
------------------------------
------------------------------
Dated: , 19
---------- --
In the presence of:
- ------------------------
-8-
<PAGE> 1
EXHIBIT 10.9
TIGERA GROUP, INC.
Warrant Agreement
--------------------------
Warrant granted as of November 15, 1995 (hereinafter referred
to as the "Date of Grant"), by TIGERA GROUP, INC. (the "Corporation") to
_________________ (the "Grantee"):
1. DEFINITIONS. The following terms, as used herein,
shall have the meanings set forth below:
(a) "Cause" shall mean by reason of any of the
following: (A) the Grantee's conviction of, or plea of nolo contendere to, any
felony or to any crime or offense causing harm to the Corporation or any of its
Subsidiaries or affiliates (whether or not for personal gain) or involving acts
of moral turpitude, (B) the Grantee's repeated intoxication by alcohol or drugs
during the performance of his or her duties, (C) malfeasance in the conduct of
the Grantee's duties involving misuse or diversion of the Corporation's (or its
affiliates') funds, embezzlement or willful and material misrepresentations or
concealments on any written reports submitted to the Corporation (or its
affiliates), (D) repeated material failure by the Grantee to perform the duties
of his or her employment, (E) material failure by the Grantee to follow or
comply with the reasonable and lawful written directives of the Board of
Directors of the Corporation or the Grantee's immediate supervisor, or (F) a
material breach by the Grantee of any written agreement between the Grantee and
the Corporation (or its affiliates).
(b) "Code" shall mean the Internal Revenue Code
of 1986, as amended.
(c) "Committee" shall mean a committee
established by the Board of Directors of the Corporation to administer this
Agreement, or in the absence of such committee, the Board of Directors of the
Corporation.
(d) "Fair Market Value" shall mean (i) If the
principal market for the Common Stock (the "Market") is a national securities
exchange or the National Association of Securities Dealers Automated Quotation
System ("NASDAQ") National Market, the last sale price or, if no reported sales
take place on the applicable date, the average of the high bid and low asked
price of Common Stock as reported for such Market on such date or, if no such
quotation is made on such date, on the next preceding day on which there were
quotations, provided that such quotations shall have been made within the ten
(10) business days
<PAGE> 2
preceding the applicable date; or, (ii) If the Market is the NASDAQ National
List, the NASDAQ Supplemental List or another market, the average of the high
bid and low asked price for Common Stock on the applicable date, or, if no such
quotations shall have been made on such date, on the next preceding day on
which there were quotations, provided that such quotations shall have been made
within the ten (10) business days preceding the applicable date; or, (iii) In
the event that neither subparagraph (i) nor (ii) shall apply, the Fair Market
Value of a share of Common Stock on any day shall be determined by the
Committee.
(e) "Notice" shall have the meaning set forth in
Section 4(c) hereof.
(f) "Warrant" shall have the meaning set forth in
Section 2 hereof.
(g) "Warrant Period" shall have the meaning set
forth in Section 4(a) hereof.
(h) "Warrant Price" shall have the meaning set
forth in Section 3 hereof.
(i) "Securities Act" shall mean the Securities
Act of 1933, as amended.
(j) "Shares" shall mean shares of the Common Stock,
par value $0.01 per share, of the Corporation.
(k) "Subsidiary" shall mean any direct or indirect
majority-owned subsidiary of the Corporation.
2. THE WARRANT. The Corporation hereby grants to the
Grantee, effective on the Date of Grant, a warrant (the "Warrant") to purchase,
on the terms and conditions herein set forth, up to ______ of the Corporation's
fully paid, non-assessable Shares at the warrant exercise price set forth in
Section 3 below.
3. THE PURCHASE PRICE. The purchase price of the Shares
shall be $0.885 per share (the "Warrant Price").
4. EXERCISE OF WARRANT.
(a) Except as otherwise provided in this Warrant
Agreement, the Warrant is exercisable over a period of ten years from the Date
of Grant (the "Warrant Period") in accordance with the following schedule:
-2-
<PAGE> 3
<TABLE>
<CAPTION>
PERCENT OF SHARES SUBJECT
DATE TO WARRANT PURCHASABLE
<S> <C>
From the Date of Grant to the
first anniversary of the Date of Grant. 33.3%
From the first anniversary of the
Date of Grant to the second
anniversary. 66.7%
From the second anniversary of the
Date of Grant to the expiration
of the Warrant. 100%
</TABLE>
The Warrant may be exercised from time to time during the Warrant Period as to
the total number of Shares allowable under this Section 4(a), or any lesser
amount thereof, as long as the Grantee performs services as an officer,
director, employee or consultant for the Corporation or any of its
Subsidiaries. If the Grantee ceases to perform such services for any such
entity for any reason other than (i) the Grantee's death or disability or (ii)
the Grantee's termination for cause, than this Warrant may be exercised during
the period of ninety (90) days after the date such performance ceases (unless
the Committee, in its discretion, shall specify a longer period), to the extent
that (i) the right to exercise this Warrant has accrued on such date and (ii)
the Warrant Period has not expired. If the Grantee shall die or become
disabled within the meaning of Section 22(e)(3) of the Code while still
performing such services for the Corporation or any of its Subsidiaries, this
Warrant shall be exercisable to the extent that the right to exercise this
Warrant has accrued on the date of the Grantee's death or the date he or she
first became disabled, as the case may be, and may be exercised during the
period commencing on the date of the Grantee's death or the date he or she
first becomes disabled, as the case may be, and ending on the earlier of the
first anniversary of such date and the expiration of the Warrant Period after
which period this Warrant shall expire and shall cease to be exercisable. In
the event of the death of the Grantee, this Warrant may be exercised by the
person or persons entitled to do so under the Grantee's will (a "legatee"), or,
if the Grantee shall fail to make testamentary disposition of this Warrant, or
shall die intestate, by the Grantee's legal representative (a "legal
representative"). In the event that the Grantee's services to the Corporation
or any Subsidiary are terminated for Cause, this Warrant (or any unexercisable
portion thereof) shall expire on the date of such termination and shall cease
to be exercisable.
(b) If this Warrant shall extend to 100 or more
-3-
<PAGE> 4
Shares, then this Warrant may not be exercised for less than 100 Shares at any
one time, and if this Warrant shall extend to less than 100 Shares, then this
Warrant must be exercised for all such Shares at one time.
(c) Not less than five days nor more than thirty
days prior to the date upon which all or any portion of the Warrant is to be
exercised, the person entitled to exercise the Warrant shall deliver to the
Corporation written notice in substantially the form attached as an Exhibit
hereto (the "Notice") of his election to exercise all or a part of the Warrant,
which Notice shall specify the date for the exercise of the Warrant and the
number of Shares in respect of which the Warrant is to be exercised. The date
specified in the Notice shall be a business day of the Corporation.
(d) On the date specified in the Notice, the person
entitled to exercise the Warrant shall pay to the Corporation the Warrant Price
of the Shares in respect of which the Warrant is exercised and the amount of
any applicable Federal and/or state withholding tax or employment tax. The
Warrant Price shall be paid in full at the time of purchase, (i) in cash or by
check (ii) with shares of the Common Stock of the Corporation which have been
owned by the Grantee for at least six months prior to the exercise of the
Warrant or (iii) if and to the extent the Corporation may lawfully do so, by
delivery of a promissory note for some or all of that portion of the Warrant
Price exceeding the amount determined to be capital pursuant to Section 145 of
the Delaware General Corporation Law, the terms of which note shall be
determined by the Committee. The value of any shares of Common Stock delivered
by the Grantee in payment of the Warrant Price shall be the Fair Market Value
of such shares. If the Warrant is exercised in accordance with the provisions
of this Warrant Agreement, the Corporation shall deliver to such person
certificates representing the number of Shares in respect of which the Warrant
is being exercised which Shares or other securities shall be registered in his
or her name.
(e) This Warrant is not exercisable after the
expiration of ten years from the Date of Grant.
(f) Notwithstanding the provisions of subsection
4(a), in the event of the dissolution, liquidation, merger (but only if the
Corporation is not the surviving entity in such merger) or consolidation of the
Corporation, or the sale of all or substantially all of its assets, during the
term hereof, the Warrant shall become immediately exercisable at the election
of the Grantee as to all or any part of the Shares not theretofore issued and
sold hereunder. The Corporation shall provide the Grantee with at least 30
days' notice of the consummation of any of the events referred to in the
preceding sentence, during which period the Grantee may so exercise the
Warrant.
-4-
<PAGE> 5
5. REPRESENTATIONS, WARRANTIES AND COVENANTS.
(a) The Grantee represents and warrants that he is
acquiring this Warrant and, in the event this Warrant is exercised, the Shares,
for investment, for his or her own account and not with a view to the
distribution thereof, and that he or she has no present intention of disposing
of this Warrant or the Shares or any interest therein or sharing ownership
thereof with any other person or entity.
(b) The Grantee agrees that he or she will not
offer, sell, hypothecate, transfer or otherwise dispose of any of the Shares
unless either:
(i) A registration statement covering the Shares
which are to be so offered has been filed with the Securities
and Exchange Commission pursuant to the Securities Act and
such sale, transfer or other disposition is accompanied by a
prospectus relating to a registration statement which is in
effect under the Securities Act covering the Shares which are
to be sold, transferred or otherwise disposed of and meeting
the requirements of Section 10 of the Securities Act; or
(ii) Counsel satisfactory to the Corporation renders
a reasoned opinion in writing and addressed to the
Corporation, satisfactory in form and substance to the
Corporation and its counsel, that in the opinion of such
counsel such proposed sale, offer, transfer or other
disposition of the Shares is exempt from the provisions of
Section 5 of the Securities Act in view of the circumstances
of such proposed offer, sale, transfer or other disposition.
(c) The Grantee acknowledges that (i) the Shares and
this Warrant constitute "securities" under the Securities Act and/or the
Securities Exchange Act of 1934, as amended, and/or the Rules and Regulations
promulgated under said acts; (ii) the Shares must be held indefinitely unless
subsequently registered under the Securities Act or an exemption from such
registration is available; and (iii) the Corporation is not under any
obligation with respect to the registration of the Shares.
(d) The Grantee acknowledges and agrees that the
certificate or certificates representing the Shares shall have an appropriate
legend referring to the terms of this Warrant.
(e) The Grantee acknowledges and agrees that he or
she, or his or her legatee or legal representative, as the case may be and as
defined above, may be required to make an appropriate representation at the
time of any exercise of this
-5-
<PAGE> 6
Warrant in form and substance similar to the representations contained herein,
relating to the Shares then being purchased.
(f) The Grantee acknowledges that, in the event he
ceases to perform services for the Corporation or its Subsidiaries, his or her
rights to exercise this Warrant are restricted as set forth in Section 4(a)
above.
6. SUCCESSORS AND ASSIGNS. This Warrant Agreement shall be
binding upon and shall inure to the benefit of any successor or assign of the
Corporation and, to the extent herein provided, shall be binding upon and inure
to the benefit of the Grantee's legatee or legal representative, as defined
above.
7. ADJUSTMENT OF WARRANTS.
(a) If there is any change in the outstanding
Shares by reason of a stock dividend or distribution, stock split-up,
recapitalization, combination or exchange of shares, or by reason of any
merger, consolidation, spinoff or other corproate reorganization in which the
Corproation is the surviving Corporation, the number of Shares issuable upon
exercise of this Warrant and the Warrant Price shall be equitably adjusted by
the Committee, whose determination shall be final, binding and conclusive.
(b) Fractional shares resulting from any adjustment
in warrants pursuant to this Section may be settled in cash or otherwise as the
Committee shall determine. Notice of any adjustment in this Warrant shall be
given by the Corporation to the holder of this Warrant and such adjustment
(whether or not such notice is given) shall be effective and binding for all
purposes of the Plan.
8. EXERCISE AND TRANSFERABILITY OF WARRANT. During the
lifetime of the Grantee, this Warrant is exercisable only by him or her and
shall not be assignable or transferable by him or her and no other person shall
acquire any rights therein. If the Grantee, while still employed by the
Corporation or any of its Subsidiaries, shall die within the Warrant Period,
his or her legatee or legal representative shall have the rights provided in
Section 4(a) above.
9. GENERAL PROVISIONS. Nothing contained in this Warrant
Agreement shall confer upon the Grantee any right to continue in the employ of
the Corporation or shall in any way affect the right and power of the
Corporation to dismiss or otherwise terminate the employment of the Grantee at
any time for
-6-
<PAGE> 7
any reason with or without cause. This Agreement shall be governed and
construed in accordance with the laws of the State of New York applicable to
contracts entered into and to be performed wholly within such state.
If the foregoing is in accordance with the Grantee's
understanding and accepted and agreed by the Grantee, the Grantee may so
confirm by signing and returning the duplicate of this Warrant Agreement
provided for that purpose.
TIGERA GROUP, INC.
By
------------------------------
Title:
The foregoing is in accordance with my understanding and is hereby confirmed
and agreed to as of the Date of Grant.
--------------------------------
Name
-7-
<PAGE> 8
EXHIBIT
NOTICE OF EXERCISE
DATE
The undersigned hereby gives notice to Tigera Group, Inc., a
Delaware corporation (the "Company"), of his intention to exercise his right to
purchase the number of Shares set forth below of the Common Stock of the
Company, at the exercise price and on the date set forth below, pursuant to the
Warrant (the "Warrant") granted to the undersigned on November 15, 1995, and to
pay the purchase price thereof, plus any applicable federal or state
withholding or employment taxes, by means of [the undersigned's check] which
the undersigned is delivering to the Company herewith pursuant to the terms of
the Warrant.
Print Name:
----------------------------------
Date of Exercise:
----------------------------
Number of Shares
to be Purchased:
--------------------------
Exercise Price Per Share:
--------------------
Aggregate Exercise Price:
--------------------
------------------------------------
(Signature)
-8-
<PAGE> 1
EXHIBIT 10.10
TIGERA GROUP, INC.
Warrant Agreement
--------------------------
Warrant granted as of November 15, 1995 (hereinafter referred
to as the "Date of Grant"), by TIGERA GROUP, INC. (the "Corporation") to
_________________ (the "Grantee"):
1. DEFINITIONS. The following terms, as used herein,
shall have the meanings set forth below:
(a) "Cause" shall mean by reason of any of the
following: (A) the Grantee's conviction of, or plea of nolo contendere to, any
felony or to any crime or offense causing harm to the Corporation or any of its
Subsidiaries or affiliates (whether or not for personal gain) or involving acts
of moral turpitude, (B) the Grantee's repeated intoxication by alcohol or drugs
during the performance of his or her duties, (C) malfeasance in the conduct of
the Grantee's duties involving misuse or diversion of the Corporation's (or its
affiliates') funds, embezzlement or willful and material misrepresentations or
concealments on any written reports submitted to the Corporation (or its
affiliates), (D) repeated material failure by the Grantee to perform the duties
of his or her consulting relationship, (E) material failure by the Grantee to
follow or comply with the reasonable and lawful written directives of the Board
of Directors of the Corporation or the Grantee's immediate supervisor, or (F) a
material breach by the Grantee of any written agreement between the Grantee and
the Corporation (or its affiliates).
(b) "Code" shall mean the Internal Revenue Code
of 1986, as amended.
(c) "Committee" shall mean a committee
established by the Board of Directors of the Corporation to administer this
Agreement, or in the absence of such committee, the Board of Directors of the
Corporation.
(d) "Fair Market Value" shall mean (i) If the
principal market for the Common Stock (the "Market") is a national securities
exchange or the National Association of Securities Dealers Automated Quotation
System ("NASDAQ") National Market, the last sale price or, if no reported sales
take place on the applicable date, the average of the high bid and low asked
price of Common Stock as reported for such Market on such date or, if no such
quotation is made on such date, on the next preceding day on which there were
quotations, provided that such
<PAGE> 2
quotations shall have been made within the ten (10) business days preceding the
applicable date; or, (ii) If the Market is the NASDAQ National List, the NASDAQ
Supplemental List or another market, the average of the high bid and low asked
price for Common Stock on the applicable date, or, if no such quotations shall
have been made on such date, on the next preceding day on which there were
quotations, provided that such quotations shall have been made within the ten
(10) business days preceding the applicable date; or, (iii) In the event that
neither subparagraph (i) nor (ii) shall apply, the Fair Market Value of a share
of Common Stock on any day shall be determined by the Committee.
(e) "Notice" shall have the meaning set forth in
Section 4(c) hereof.
(f) "Warrant" shall have the meaning set forth in
Section 2 hereof.
(g) "Warrant Period" shall have the meaning set
forth in Section 4(a) hereof.
(h) "Warrant Price" shall have the meaning set
forth in Section 3 hereof.
(i) "Securities Act" shall mean the Securities
Act of 1933, as amended.
(j) "Shares" shall mean shares of the Common
Stock, par value $0.01 per share, of the Corporation.
(k) "Subsidiary" shall mean any direct or
indirect majority-owned subsidiary of the Corporation.
2. THE WARRANT. The Corporation hereby grants to the
Grantee, effective on the Date of Grant, a warrant (the "Warrant") to purchase,
on the terms and conditions herein set forth, up to ______ of the Corporation's
fully paid, non-assessable Shares at the warrant exercise price set forth in
Section 3 below.
3. THE PURCHASE PRICE. The purchase price of the Shares
shall be $0.885 per share (the "Warrant Price").
4. EXERCISE OF WARRANT.
(a) Except as otherwise provided in this Warrant
Agreement, the Warrant is exercisable over a period of ten years from the Date
of Grant (the "Warrant Period") in accordance with the following schedule:
-2-
<PAGE> 3
<TABLE>
<CAPTION>
PERCENT OF SHARES SUBJECT
DATE TO WARRANT PURCHASABLE
<S> <C>
From the Date of Grant to the
first anniversary of the Date of Grant. 33.3%
From the first anniversary of the
Date of Grant to the second
anniversary. 66.7%
From the second anniversary of the
Date of Grant to the expiration
of the Warrant. 100%
</TABLE>
The Warrant may be exercised from time to time during the Warrant Period as to
the total number of Shares allowable under this Section 4(a), or any lesser
amount thereof, as long as the Grantee performs services as an officer,
director, employee or consultant for the Corporation or any of its
Subsidiaries. If the Grantee ceases to perform such services for any such
entity or the Grantee's consulting arrangement is terminated for any reason
other than (i) the Grantee's death or disability or (ii) the Grantee's
termination for cause, than this Warrant may be exercised during the period of
ninety (90) days after the date such performance ceases (unless the Committee,
in its discretion, shall specify a longer period), to the extent that (i) the
right to exercise this Warrant has accrued on such date and (ii) the Warrant
Period has not expired. If the Grantee shall die or become disabled within the
meaning of Section 22(e)(3) of the Code while still performing such services
for the Corporation or any of its Subsidiaries, this Warrant shall be
exercisable to the extent that the right to exercise this Warrant has accrued
on the date of the Grantee's death or the date he or she first became disabled,
as the case may be, and may be exercised during the period commencing on the
date of the Grantee's death or the date he or she first becomes disabled, as
the case may be, and ending on the earlier of the first anniversary of such
date and the expiration of the Warrant Period after which period this Warrant
shall expire and shall cease to be exercisable. In the event of the death of
the Grantee, this Warrant may be exercised by the person or persons entitled to
do so under the Grantee's will (a "legatee"), or, if the Grantee shall fail to
make testamentary disposition of this Warrant, or shall die intestate, by the
Grantee's legal representative (a "legal representative"). In the event that
the Grantee's consulting arrangement with the Corporation or any Subsidiary is
terminated for Cause, this Warrant (or any unexercisable portion thereof) shall
expire on the date of such termination and shall cease to be exercisable.
-3-
<PAGE> 4
(b) If this Warrant shall extend to 100 or more
Shares, then this Warrant may not be exercised for less than 100 Shares at any
one time, and if this Warrant shall extend to less than 100 Shares, then this
Warrant must be exercised for all such Shares at one time.
(c) Not less than five days nor more than thirty
days prior to the date upon which all or any portion of the Warrant is to be
exercised, the person entitled to exercise the Warrant shall deliver to the
Corporation written notice in substantially the form attached as an Exhibit
hereto (the "Notice") of his election to exercise all or a part of the Warrant,
which Notice shall specify the date for the exercise of the Warrant and the
number of Shares in respect of which the Warrant is to be exercised. The date
specified in the Notice shall be a business day of the Corporation.
(d) On the date specified in the Notice, the person
entitled to exercise the Warrant shall pay to the Corporation the Warrant Price
of the Shares in respect of which the Warrant is exercised and the amount of
any applicable Federal and/or state withholding tax or employment tax. The
Warrant Price shall be paid in full at the time of purchase, (i) in cash or by
check (ii) with shares of the Common Stock of the Corporation which have been
owned by the Grantee for at least six months prior to the exercise of the
Warrant or (iii) if and to the extent the Corporation may lawfully do so, by
delivery of a promissory note for some or all of that portion of the Warrant
Price exceeding the amount determined to be capital pursuant to Section 145 of
the Delaware General Corporation Law, the terms of which note shall be
determined by the Committee. The value of any shares of Common Stock delivered
by the Grantee in payment of the Warrant Price shall be the Fair Market Value
of such shares. If the Warrant is exercised in accordance with the provisions
of this Warrant Agreement, the Corporation shall deliver to such person
certificates representing the number of Shares in respect of which the Warrant
is being exercised which Shares or other securities shall be registered in his
or her name.
(e) This Warrant is not exercisable after the
expiration of ten years from the Date of Grant.
(f) Notwithstanding the provisions of subsection
4(a), in the event of the dissolution, liquidation, merger (but only if the
Corporation is not the surviving entity in such merger) or consolidation of the
Corporation, or the sale of all or substantially all of its assets, during the
term hereof, the Warrant shall become immediately exercisable at the election
of the Grantee as to all or any part of the Shares not theretofore issued and
sold hereunder. The Corporation shall provide the
-4-
<PAGE> 5
Grantee with at least 30 days' notice of the consummation of any of the events
referred to in the preceding sentence, during which period the Grantee may so
exercise the Warrant.
5. REPRESENTATIONS, WARRANTIES AND COVENANTS.
(a) The Grantee represents and warrants that he is
acquiring this Warrant and, in the event this Warrant is exercised, the Shares,
for investment, for his or her own account and not with a view to the
distribution thereof, and that he or she has no present intention of disposing
of this Warrant or the Shares or any interest therein or sharing ownership
thereof with any other person or entity.
(b) The Grantee agrees that he or she will not
offer, sell, hypothecate, transfer or otherwise dispose of any of the Shares
unless either:
(i) A registration statement covering the Shares
which are to be so offered has been filed with the Securities
and Exchange Commission pursuant to the Securities Act and
such sale, transfer or other disposition is accompanied by a
prospectus relating to a registration statement which is in
effect under the Securities Act covering the Shares which are
to be sold, transferred or otherwise disposed of and meeting
the requirements of Section 10 of the Securities Act; or
(ii) Counsel satisfactory to the Corporation renders
a reasoned opinion in writing and addressed to the
Corporation, satisfactory in form and substance to the
Corporation and its counsel, that in the opinion of such
counsel such proposed sale, offer, transfer or other
disposition of the Shares is exempt from the provisions of
Section 5 of the Securities Act in view of the circumstances
of such proposed offer, sale, transfer or other disposition.
(c) The Grantee acknowledges that (i) the Shares and
this Warrant constitute "securities" under the Securities Act and/or the
Securities Exchange Act of 1934, as amended, and/or the Rules and Regulations
promulgated under said acts; (ii) the Shares must be held indefinitely unless
subsequently registered under the Securities Act or an exemption from such
registration is available; and (iii) the Corporation is not under any
obligation with respect to the registration of the Shares.
(d) The Grantee acknowledges and agrees that the
certificate or certificates representing the Shares shall have an appropriate
legend referring to the terms of this Warrant.
-5-
<PAGE> 6
(e) The Grantee acknowledges and agrees that he or
she, or his or her legatee or legal representative, as the case may be and as
defined above, may be required to make an appropriate representation at the
time of any exercise of this Warrant in form and substance similar to the
representations contained herein, relating to the Shares then being purchased.
(f) The Grantee acknowledges that, in the event he
ceases to perform services for the Corporation or its Subsidiaries, or his or
her consulting arrangement with the Corporation is terminated, his or her
rights to exercise this Warrant are restricted as set forth in Section 4(a)
above.
6. SUCCESSORS AND ASSIGNS. This Warrant Agreement shall be
binding upon and shall inure to the benefit of any successor or assign of the
Corporation and, to the extent herein provided, shall be binding upon and inure
to the benefit of the Grantee's legatee or legal representative, as defined
above.
7. ADJUSTMENT OF WARRANTS.
(a) If there is any change in the outstanding
Shares by reason of a stock dividend or distribution, stock split-up,
recapitalization, combination or exchange of shares, or by reason of any
merger, consolidation, spinoff or other corporate reorganization in which the
Corporation is the surviving Corporation, the number of Shares issuable upon
exercise of this Warrant and the Warrant Price shall be equitably adjusted by
the Committee, whose determination shall be final, binding and conclusive.
(b) Fractional shares resulting from any adjustment
in warrants pursuant to this Section may be settled in cash or otherwise as the
Committee shall determine. Notice of any adjustment in this Warrant shall be
given by the Corporation to the holder of this Warrant and such adjustment
(whether or not such notice is given) shall be effective and binding for all
purposes of the Plan.
8. EXERCISE AND TRANSFERABILITY OF WARRANT. During the
lifetime of the Grantee, this Warrant is exercisable only by him or her and
shall not be assignable or transferable by him or her and no other person shall
acquire any rights therein. If the Grantee, while still providing services for
the Corporation or any of its Subsidiaries, shall die within the Warrant
Period, his or her legatee or legal representative shall have the rights
provided in Section 4(a) above.
-6-
<PAGE> 7
9. GENERAL PROVISIONS. Nothing contained in this Warrant
Agreement shall confer upon the Grantee any right to continue as a consultant
to or to be employed by the Corporation or shall in any way affect the right
and power of the Corporation to dismiss or otherwise terminate the consulting
arrangement of the Grantee at any time for any reason with or without cause.
This Agreement shall be governed and construed in accordance with the laws of
the State of New York applicable to contracts entered into and to be performed
wholly within such state.
If the foregoing is in accordance with the Grantee's
understanding and accepted and agreed by the Grantee, the Grantee may so
confirm by signing and returning the duplicate of this Warrant Agreement
provided for that purpose.
TIGERA GROUP, INC.
By
------------------------------
Title:
The foregoing is in accordance with my understanding and is hereby confirmed
and agreed to as of the Date of Grant.
--------------------------------
Name
-7-
<PAGE> 8
EXHIBIT
NOTICE OF EXERCISE
DATE
The undersigned hereby gives notice to Tigera Group, Inc., a
Delaware corporation (the "Company"), of his intention to exercise his right to
purchase the number of Shares set forth below of the Common Stock of the
Company, at the exercise price and on the date set forth below, pursuant to the
Warrant (the "Warrant") granted to the undersigned on November 15, 1995, and to
pay the purchase price thereof, plus any applicable federal or state
withholding or employment taxes, by means of [the undersigned's check] which
the undersigned is delivering to the Company herewith pursuant to the terms of
the Warrant.
Print Name:
----------------------------------
Date of Exercise:
----------------------------
Number of Shares
to be Purchased:
--------------------------
Exercise Price Per Share:
--------------------
Aggregate Exercise Price:
--------------------
------------------------------------
(Signature)
-8-
<PAGE> 1
EXHIBIT 10.11
TIGERA GROUP, INC.
Warrant Agreement
--------------------------
Warrant granted as of November 15, 1995 (hereinafter referred
to as the "Date of Grant"), by TIGERA GROUP, INC. (the "Corporation") to
_________________ (the "Grantee"):
1. DEFINITIONS. The following terms, as used herein,
shall have the meanings set forth below:
(a) "Cause" shall mean by reason of any of the
following: (A) the Grantee's conviction of, or plea of nolo contendere to, any
felony or to any crime or offense causing harm to the Corporation or any of its
Subsidiaries or affiliates (whether or not for personal gain) or involving acts
of moral turpitude, (B) the Grantee's repeated intoxication by alcohol or drugs
during the performance of his or her duties, (C) malfeasance in the conduct of
the Grantee's duties involving misuse or diversion of the Corporation's (or its
affiliates') funds, embezzlement or willful and material misrepresentations or
concealments on any written reports submitted to the Corporation (or its
affiliates), (D) repeated material failure by the Grantee to perform his or her
duties as a director of the Corporation, (E) material failure by the Grantee to
follow or comply with the reasonable and lawful written directives of the Board
of Directors of the Corporation or the Grantee's immediate supervisor, or (F) a
material breach by the Grantee of any written agreement between the Grantee and
the Corporation (or its affiliates).
(b) "Code" shall mean the Internal Revenue Code
of 1986, as amended.
(c) "Committee" shall mean a committee
established by the Board of Directors of the Corporation to administer this
Agreement, or in the absence of such committee, the Board of Directors of the
Corporation.
(d) "Fair Market Value" shall mean (i) If the
principal market for the Common Stock (the "Market") is a national securities
exchange or the National Association of Securities Dealers Automated Quotation
System ("NASDAQ") National Market, the last sale price or, if no reported sales
take place on the applicable date, the average of the high bid and low asked
price of Common Stock as reported for such Market on such date or, if no such
quotation is made on such date, on the next preceding day on which there were
quotations, provided that such
<PAGE> 2
quotations shall have been made within the ten (10) business days preceding the
applicable date; or, (ii) If the Market is the NASDAQ National List, the NASDAQ
Supplemental List or another market, the average of the high bid and low asked
price for Common Stock on the applicable date, or, if no such quotations shall
have been made on such date, on the next preceding day on which there were
quotations, provided that such quotations shall have been made within the ten
(10) business days preceding the applicable date; or, (iii) In the event that
neither subparagraph (i) nor (ii) shall apply, the Fair Market Value of a share
of Common Stock on any day shall be determined by the Committee.
(e) "Notice" shall have the meaning set forth in
Section 4(c) hereof.
(f) "Warrant" shall have the meaning set forth in
Section 2 hereof.
(g) "Warrant Period" shall have the meaning set
forth in Section 4(a) hereof.
(h) "Warrant Price" shall have the meaning set
forth in Section 3 hereof.
(i) "Securities Act" shall mean the Securities
Act of 1933, as amended.
(j) "Shares" shall mean shares of the Common
Stock, par value $0.01 per share, of the Corporation.
(k) "Subsidiary" shall mean any direct or
indirect majority-owned subsidiary of the Corporation.
2. THE WARRANT. The Corporation hereby grants to the
Grantee, effective on the Date of Grant, a warrant (the "Warrant") to purchase,
on the terms and conditions herein set forth, up to ______ of the Corporation's
fully paid, non-assessable Shares at the warrant exercise price set forth in
Section 3 below.
3. THE PURCHASE PRICE. The purchase price of the Shares
shall be $0.885 per share (the "Warrant Price").
4. EXERCISE OF WARRANT.
(a) Except as otherwise provided in this Warrant
Agreement, the Warrant is exercisable over a period of ten years from the Date
of Grant (the "Warrant Period") in accordance with the following schedule:
-2-
<PAGE> 3
<TABLE>
<CAPTION>
PERCENT OF SHARES SUBJECT
DATE TO WARRANT PURCHASABLE
<S> <C>
From the Date of Grant to the
first anniversary of the Date of Grant. 33.3%
From the first anniversary of the
Date of Grant to the second
anniversary. 66.7%
From the second anniversary of the
Date of Grant to the expiration
of the Warrant. 100%
</TABLE>
The Warrant may be exercised from time to time during the Warrant Period as to
the total number of Shares allowable under this Section 4(a), or any lesser
amount thereof, as long as the Grantee performs services as an officer,
director, employee or consultant for the Corporation or any of its
Subsidiaries. If the Grantee ceases to perform such services for any such
entity for any reason other than (i) the Grantee's death or disability or (ii)
the Grantee's termination for cause, than this Warrant may be exercised during
the period of ninety (90) days after the date such performance ceases (unless
the Committee, in its discretion, shall specify a longer period), to the extent
that (i) the right to exercise this Warrant has accrued on such date and (ii)
the Warrant Period has not expired. If the Grantee shall die or become
disabled within the meaning of Section 22(e)(3) of the Code while still
performing such services for the Corporation or any of its Subsidiaries, this
Warrant shall be exercisable to the extent that the right to exercise this
Warrant has accrued on the date of the Grantee's death or the date he or she
first became disabled, as the case may be, and may be exercised during the
period commencing on the date of the Grantee's death or the date he or she
first becomes disabled, as the case may be, and ending on the earlier of the
first anniversary of such date and the expiration of the Warrant Period after
which period this Warrant shall expire and shall cease to be exercisable. In
the event of the death of the Grantee, this Warrant may be exercised by the
person or persons entitled to do so under the Grantee's will (a "legatee"), or,
if the Grantee shall fail to make testamentary disposition of this Warrant, or
shall die intestate, by the Grantee's legal representative (a "legal
representative"). In the event that the Grantee is terminated for Cause, this
Warrant (or any unexercisable portion thereof) shall expire on the date of such
termination and shall cease to be exercisable.
(b) If this Warrant shall extend to 100 or more
Shares, then this Warrant may not be exercised for less than 100
-3-
<PAGE> 4
Shares at any one time, and if this Warrant shall extend to less than 100
Shares, then this Warrant must be exercised for all such Shares at one time.
(c) Not less than five days nor more than thirty
days prior to the date upon which all or any portion of the Warrant is to be
exercised, the person entitled to exercise the Warrant shall deliver to the
Corporation written notice in substantially the form attached as an Exhibit
hereto (the "Notice") of his election to exercise all or a part of the Warrant,
which Notice shall specify the date for the exercise of the Warrant and the
number of Shares in respect of which the Warrant is to be exercised. The date
specified in the Notice shall be a business day of the Corporation.
(d) On the date specified in the Notice, the person
entitled to exercise the Warrant shall pay to the Corporation the Warrant Price
of the Shares in respect of which the Warrant is exercised and the amount of
any applicable Federal and/or state withholding tax or employment tax. The
Warrant Price shall be paid in full at the time of purchase, (i) in cash or by
check (ii) with shares of the Common Stock of the Corporation which have been
owned by the Grantee for at least six months prior to the exercise of the
Warrant or (iii) if and to the extent the Corporation may lawfully do so, by
delivery of a promissory note for some or all of that portion of the Warrant
Price exceeding the amount determined to be capital pursuant to Section 145 of
the Delaware General Corporation Law, the terms of which note shall be
determined by the Committee. The value of any shares of Common Stock delivered
by the Grantee in payment of the Warrant Price shall be the Fair Market Value
of such shares. If the Warrant is exercised in accordance with the provisions
of this Warrant Agreement, the Corporation shall deliver to such person
certificates representing the number of Shares in respect of which the Warrant
is being exercised which Shares or other securities shall be registered in his
or her name.
(e) This Warrant is not exercisable after the
expiration of ten years from the Date of Grant.
(f) Notwithstanding the provisions of subsection
4(a), in the event of the dissolution, liquidation, merger (but only if the
Corporation is not the surviving entity in such merger) or consolidation of the
Corporation, or the sale of all or substantially all of its assets, during the
term hereof, the Warrant shall become immediately exercisable at the election
of the Grantee as to all or any part of the Shares not theretofore issued and
sold hereunder. The Corporation shall provide the Grantee with at least 30
days' notice of the consummation of any of the events referred to in the
preceding sentence, during which period the Grantee may so exercise the
Warrant.
-4-
<PAGE> 5
5. REPRESENTATIONS, WARRANTIES AND COVENANTS.
(a) The Grantee represents and warrants that he is
acquiring this Warrant and, in the event this Warrant is exercised, the Shares,
for investment, for his or her own account and not with a view to the
distribution thereof, and that he or she has no present intention of disposing
of this Warrant or the Shares or any interest therein or sharing ownership
thereof with any other person or entity.
(b) The Grantee agrees that he or she will not
offer, sell, hypothecate, transfer or otherwise dispose of any of the Shares
unless either:
(i) A registration statement covering the Shares
which are to be so offered has been filed with the Securities
and Exchange Commission pursuant to the Securities Act and
such sale, transfer or other disposition is accompanied by a
prospectus relating to a registration statement which is in
effect under the Securities Act covering the Shares which are
to be sold, transferred or otherwise disposed of and meeting
the requirements of Section 10 of the Securities Act; or
(ii) Counsel satisfactory to the Corporation renders
a reasoned opinion in writing and addressed to the
Corporation, satisfactory in form and substance to the
Corporation and its counsel, that in the opinion of such
counsel such proposed sale, offer, transfer or other
disposition of the Shares is exempt from the provisions of
Section 5 of the Securities Act in view of the circumstances
of such proposed offer, sale, transfer or other disposition.
(c) The Grantee acknowledges that (i) the Shares and
this Warrant constitute "securities" under the Securities Act and/or the
Securities Exchange Act of 1934, as amended, and/or the Rules and Regulations
promulgated under said acts; (ii) the Shares must be held indefinitely unless
subsequently registered under the Securities Act or an exemption from such
registration is available; and (iii) the Corporation is not under any
obligation with respect to the registration of the Shares.
(d) The Grantee acknowledges and agrees that the
certificate or certificates representing the Shares shall have an appropriate
legend referring to the terms of this Warrant.
(e) The Grantee acknowledges and agrees that he or
she, or his or her legatee or legal representative, as the case may be and as
defined above, may be required to make an
-5-
<PAGE> 6
appropriate representation at the time of any exercise of this Warrant in form
and substance similar to the representations contained herein, relating to the
Shares then being purchased.
(f) The Grantee acknowledges that, in the event he
ceases to perform services for the Corporation or its Subsidiaries, his or her
rights to exercise this Warrant are restricted as set forth in Section 4(a)
above.
6. SUCCESSORS AND ASSIGNS. This Warrant Agreement shall be
binding upon and shall inure to the benefit of any successor or assign of the
Corporation and, to the extent herein provided, shall be binding upon and inure
to the benefit of the Grantee's legatee or legal representative, as defined
above.
7. ADJUSTMENT OF WARRANTS.
(a) If there is any change in the outstanding
Shares by reason of a stock dividend or distribution, stock split-up,
recapitalization, combination or exchange of shares, or by reason of any
merger, consolidation, spinoff or other corporate reorganization in which the
Corporation is the surviving Corporation, the number of Shares issuable upon
exercise of this Warrant and the Warrant Price shall be equitably adjusted by
the Committee, whose determination shall be final, binding and conclusive.
(b) Fractional shares resulting from any adjustment
in warrants pursuant to this Section may be settled in cash or otherwise as the
Committee shall determine. Notice of any adjustment in this Warrant shall be
given by the Corporation to the holder of this Warrant and such adjustment
(whether or not such notice is given) shall be effective and binding for all
purposes of the Plan.
8. EXERCISE AND TRANSFERABILITY OF WARRANT. During the
lifetime of the Grantee, this Warrant is exercisable only by him or her and
shall not be assignable or transferable by him or her and no other person shall
acquire any rights therein. If the Grantee, while still providing services for
the Corporation or any of its Subsidiaries, shall die within the Warrant
Period, his or her legatee or legal representative shall have the rights
provided in Section 4(a) above.
9. GENERAL PROVISIONS. Nothing contained in this Warrant
Agreement shall confer upon the Grantee any right to continue as a director of
or to be employed by the Corporation or shall in any way affect the right and
power of the Corporation to
-6-
<PAGE> 7
dismiss or otherwise terminate its relationship with the Grantee at any time
for any reason with or without cause. This Agreement shall be governed and
construed in accordance with the laws of the State of New York applicable to
contracts entered into and to be performed wholly within such state.
If the foregoing is in accordance with the Grantee's
understanding and accepted and agreed by the Grantee, the Grantee may so
confirm by signing and returning the duplicate of this Warrant Agreement
provided for that purpose.
TIGERA GROUP, INC.
By
------------------------------
Title:
The foregoing is in accordance with my understanding and is hereby confirmed
and agreed to as of the Date of Grant.
--------------------------------
Name
-7-
<PAGE> 8
EXHIBIT
NOTICE OF EXERCISE
DATE
The undersigned hereby gives notice to Tigera Group, Inc., a
Delaware corporation (the "Company"), of his intention to exercise his right to
purchase the number of Shares set forth below of the Common Stock of the
Company, at the exercise price and on the date set forth below, pursuant to the
Warrant (the "Warrant") granted to the undersigned on November 15, 1995, and to
pay the purchase price thereof, plus any applicable federal or state
withholding or employment taxes, by means of [the undersigned's check] which
the undersigned is delivering to the Company herewith pursuant to the terms of
the Warrant.
Print Name:
----------------------------------
Date of Exercise:
----------------------------
Number of Shares
to be Purchased:
--------------------------
Exercise Price Per Share:
--------------------
Aggregate Exercise Price:
--------------------
------------------------------------
(Signature)
-8-
<PAGE> 1
EXHIBIT 10.12
TIGERA GROUP, INC.
Warrant Agreement
--------------------------
Warrant granted as of November 15, 1995 (hereinafter referred
to as the "Date of Grant"), by TIGERA GROUP, INC. (the "Corporation") to
_________________ (the "Grantee"):
1. DEFINITIONS. The following terms, as used herein,
shall have the meanings set forth below:
(a) "Cause" shall mean by reason of any of the
following: (A) the Grantee's conviction of, or plea of nolo contendere to, any
felony or to any crime or offense causing harm to the Corporation or any of its
Subsidiaries or affiliates (whether or not for personal gain) or involving acts
of moral turpitude, (B) the Grantee's repeated intoxication by alcohol or drugs
during the performance of his or her duties, (C) malfeasance in the conduct of
the Grantee's duties involving misuse or diversion of the Corporation's (or its
affiliates') funds, embezzlement or willful and material misrepresentations or
concealments on any written reports submitted to the Corporation (or its
affiliates), (D) repeated material failure by the Grantee to perform his or her
duties as a director of the Corporation, (E) material failure by the Grantee to
follow or comply with the reasonable and lawful written directives of the Board
of Directors of the Corporation, or (F) a material breach by the Grantee of any
written agreement between the Grantee and the Corporation (or its affiliates).
(b) "Code" shall mean the Internal Revenue Code
of 1986, as amended.
(c) "Committee" shall mean a committee
established by the Board of Directors of the Corporation to administer this
Agreement, or in the absence of such committee, the Board of Directors of the
Corporation.
(d) "Fair Market Value" shall mean (i) If the
principal market for the Common Stock (the "Market") is a national securities
exchange or the National Association of Securities Dealers Automated Quotation
System ("NASDAQ") National Market, the last sale price or, if no reported sales
take place on the applicable date, the average of the high bid and low asked
price of Common Stock as reported for such Market on such date or, if no such
quotation is made on such date, on the next preceding day on which there were
quotations, provided that such quotations shall have been made within the ten
(10) business days
<PAGE> 2
preceding the applicable date; or, (ii) If the Market is the NASDAQ National
List, the NASDAQ Supplemental List or another market, the average of the high
bid and low asked price for Common Stock on the applicable date, or, if no such
quotations shall have been made on such date, on the next preceding day on
which there were quotations, provided that such quotations shall have been made
within the ten (10) business days preceding the applicable date; or, (iii) In
the event that neither subparagraph (i) nor (ii) shall apply, the Fair Market
Value of a share of Common Stock on any day shall be determined by the
Committee.
(e) "Notice" shall have the meaning set forth in
Section 4(c) hereof.
(f) "Warrant" shall have the meaning set forth in
Section 2 hereof.
(g) "Warrant Period" shall have the meaning set
forth in Section 4(a) hereof.
(h) "Warrant Price" shall have the meaning set
forth in Section 3 hereof.
(i) "Securities Act" shall mean the Securities
Act of 1933, as amended.
(j) "Shares" shall mean shares of the Common
Stock, par value $0.01 per share, of the Corporation.
(k) "Subsidiary" shall mean any direct or
indirect majority-owned subsidiary of the Corporation.
2. THE WARRANT. The Corporation hereby grants to the
Grantee, effective on the Date of Grant, a warrant (the "Warrant") to purchase,
on the terms and conditions herein set forth, up to 25,000 of the Corporation's
fully paid, non-assessable Shares at the warrant exercise price set forth in
Section 3 below.
3. THE PURCHASE PRICE. The purchase price of the Shares
shall be $0.885 per share (the "Warrant Price").
4. EXERCISE OF WARRANT.
(a) Except as otherwise provided in this Warrant
Agreement, the Warrant is exercisable over a period of ten years from the Date
of Grant (the "Warrant Period"). The Warrant may be exercised from time to
time during the Warrant Period as to the total number of Shares allowable under
this Agreement, or any
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<PAGE> 3
lesser amount thereof, as long as the Grantee performs services as an officer,
director, employee or consultant for the Corporation or any of its
Subsidiaries. If the Grantee ceases to perform such services for any such
entity for any reason other than (i) the Grantee's death or disability or (ii)
the Grantee's termination for cause, than this Warrant may be exercised during
the period of ninety (90) days after the date such performance ceases (unless
the Committee, in its discretion, shall specify a longer period), to the extent
that the Warrant Period has not expired. If the Grantee shall die or become
disabled within the meaning of Section 22(e)(3) of the Code while still
performing such services for the Corporation or any of its Subsidiaries, this
Warrant shall be exercisable and may be exercised during the period commencing
on the date of the Grantee's death or the date he or she first becomes
disabled, as the case may be, and ending on the earlier of the first
anniversary of such date and the expiration of the Warrant Period after which
period this Warrant shall expire and shall cease to be exercisable. In the
event of the death of the Grantee, this Warrant may be exercised by the person
or persons entitled to do so under the Grantee's will (a "legatee"), or, if the
Grantee shall fail to make testamentary disposition of this Warrant, or shall
die intestate, by the Grantee's legal representative (a "legal
representative"). In the event that the Grantee is terminated for Cause, this
Warrant (or any unexercisable portion thereof) shall expire on the date of such
termination and shall cease to be exercisable.
(b) If this Warrant shall extend to 100 or more
Shares, then this Warrant may not be exercised for less than 100 Shares at any
one time, and if this Warrant shall extend to less than 100 Shares, then this
Warrant must be exercised for all such Shares at one time.
(c) Not less than five days nor more than thirty
days prior to the date upon which all or any portion of the Warrant is to be
exercised, the person entitled to exercise the Warrant shall deliver to the
Corporation written notice in substantially the form attached as an Exhibit
hereto (the "Notice") of his election to exercise all or a part of the Warrant,
which Notice shall specify the date for the exercise of the Warrant and the
number of Shares in respect of which the Warrant is to be exercised. The date
specified in the Notice shall be a business day of the Corporation.
(d) On the date specified in the Notice, the person
entitled to exercise the Warrant shall pay to the Corporation the Warrant Price
of the Shares in respect of which the Warrant is exercised and the amount of
any applicable Federal and/or state withholding tax or employment tax. The
Warrant Price shall be paid in full at the time of purchase, (i) in cash or by
check (ii) with shares of the Common Stock of the Corporation which have been
owned by the Grantee for at least six
-3-
<PAGE> 4
months prior to the exercise of the Warrant or (iii) if and to the extent the
Corporation may lawfully do so, by delivery of a promissory note for some or
all of that portion of the Warrant Price exceeding the amount determined to be
capital pursuant to Section 145 of the Delaware General Corporation Law, the
terms of which note shall be determined by the Committee. The value of any
shares of Common Stock delivered by the Grantee in payment of the Warrant Price
shall be the Fair Market Value of such shares. If the Warrant is exercised in
accordance with the provisions of this Warrant Agreement, the Corporation shall
deliver to such person certificates representing the number of Shares in
respect of which the Warrant is being exercised which Shares or other
securities shall be registered in his or her name.
(e) This Warrant is not exercisable after the
expiration of ten years from the Date of Grant.
5. REPRESENTATIONS, WARRANTIES AND COVENANTS.
(a) The Grantee represents and warrants that he is
acquiring this Warrant and, in the event this Warrant is exercised, the Shares,
for investment, for his or her own account and not with a view to the
distribution thereof, and that he or she has no present intention of disposing
of this Warrant or the Shares or any interest therein or sharing ownership
thereof with any other person or entity.
(b) The Grantee agrees that he or she will not
offer, sell, hypothecate, transfer or otherwise dispose of any of the Shares
unless either:
(i) A registration statement covering the Shares
which are to be so offered has been filed with the Securities
and Exchange Commission pursuant to the Securities Act and
such sale, transfer or other disposition is accompanied by a
prospectus relating to a registration statement which is in
effect under the Securities Act covering the Shares which are
to be sold, transferred or otherwise disposed of and meeting
the requirements of Section 10 of the Securities Act; or
(ii) Counsel satisfactory to the Corporation renders
a reasoned opinion in writing and addressed to the
Corporation, satisfactory in form and substance to the
Corporation and its counsel, that in the opinion of such
counsel such proposed sale, offer, transfer or other
disposition of the Shares is exempt from the provisions of
Section 5 of the Securities Act in view of the circumstances
of such proposed offer, sale, transfer or other disposition.
-4-
<PAGE> 5
(c) The Grantee acknowledges that (i) the Shares and
this Warrant constitute "securities" under the Securities Act and/or the
Securities Exchange Act of 1934, as amended, and/or the Rules and Regulations
promulgated under said acts; (ii) the Shares must be held indefinitely unless
subsequently registered under the Securities Act or an exemption from such
registration is available; and (iii) the Corporation is not under any
obligation with respect to the registration of the Shares.
(d) The Grantee acknowledges and agrees that the
certificate or certificates representing the Shares shall have an appropriate
legend referring to the terms of this Warrant.
(e) The Grantee acknowledges and agrees that he or
she, or his or her legatee or legal representative, as the case may be and as
defined above, may be required to make an appropriate representation at the
time of any exercise of this Warrant in form and substance similar to the
representations contained herein, relating to the Shares then being purchased.
(f) The Grantee acknowledges that, in the event he
ceases to perform services for the Corporation or its Subsidiaries, his or her
rights to exercise this Warrant are restricted as set forth in Section 4(a)
above.
6. SUCCESSORS AND ASSIGNS. This Warrant Agreement shall be
binding upon and shall inure to the benefit of any successor or assign of the
Corporation and, to the extent herein provided, shall be binding upon and inure
to the benefit of the Grantee's legatee or legal representative, as defined
above.
7. ADJUSTMENT OF WARRANTS.
(a) If there is any change in the outstanding
Shares by reason of a stock dividend or distribution, stock split-up,
recapitalization, combination or exchange of shares, or by reason of any
merger, consolidation, spinoff or other corporate reorganization in which the
Corporation is the surviving Corporation, the number of Shares issuable upon
exercise of this Warrant and the Warrant Price shall be equitably adjusted by
the Committee, whose determination shall be final, binding and conclusive.
(b) Fractional shares resulting from any adjustment
in warrants pursuant to this Section may be settled in cash or otherwise as the
Committee shall determine. Notice of any adjustment in this Warrant shall be
given by the Corporation to the holder of this Warrant and such adjustment
(whether or not such notice is given) shall be effective and binding for all
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<PAGE> 6
purposes of the Plan.
8. EXERCISE AND TRANSFERABILITY OF WARRANT. During the
lifetime of the Grantee, this Warrant is exercisable only by him or her and
shall not be assignable or transferable by him or her and no other person shall
acquire any rights therein. If the Grantee, while still providing services for
the Corporation or any of its Subsidiaries, shall die within the Warrant
Period, his or her legatee or legal representative shall have the rights
provided in Section 4(a) above.
9. GENERAL PROVISIONS. Nothing contained in this Warrant
Agreement shall confer upon the Grantee any right to continue as a director of
or to be employed by the Corporation or shall in any way affect the right and
power of the Corporation to dismiss or otherwise terminate its relationship
with the Grantee at any time for any reason with or without cause. This
Agreement shall be governed and construed in accordance with the laws of the
State of New York applicable to contracts entered into and to be performed
wholly within such state.
If the foregoing is in accordance with the Grantee's
understanding and accepted and agreed by the Grantee, the Grantee may so
confirm by signing and returning the duplicate of this Warrant Agreement
provided for that purpose.
TIGERA GROUP, INC.
By
------------------------------
Title:
The foregoing is in accordance with my understanding and is hereby confirmed
and agreed to as of the Date of Grant.
--------------------------------
Name
-6-
<PAGE> 7
EXHIBIT
NOTICE OF EXERCISE
DATE
The undersigned hereby gives notice to Tigera Group, Inc., a
Delaware corporation (the "Company"), of his intention to exercise his right to
purchase the number of Shares set forth below of the Common Stock of the
Company, at the exercise price and on the date set forth below, pursuant to the
Warrant (the "Warrant") granted to the undersigned on November 15, 1995, and to
pay the purchase price thereof, plus any applicable federal or state
withholding or employment taxes, by means of [the undersigned's check] which
the undersigned is delivering to the Company herewith pursuant to the terms of
the Warrant.
Print Name:
----------------------------------
Date of Exercise:
----------------------------
Number of Shares
to be Purchased:
--------------------------
Exercise Price Per Share:
--------------------
Aggregate Exercise Price:
--------------------
------------------------------------
(Signature)
-7-
<PAGE> 1
EXHIBIT 10.13
TIGERA GROUP, INC.
WARRANT AGREEMENT
WARRANT AGREEMENT (the "Agreement"), dated as of December 26,
1995 (the "Grant Date") between TIGERA GROUP, INC., a Delaware corporation (the
"Company"), and ____________________(the "Grantee").
In consideration of the mutual undertakings set forth in this
Agreement, the Company and the Grantee agree as follows:
SECTION 1. Grant of Warrant.
1.1 Subject to the terms of Section 2.1, the Company
hereby grants to the Grantee a warrant (the "Warrant") to purchase 25,000
shares of common stock of the Company, par value $0.01 per share ("Common
Stock"), at a purchase price of $0.71875 per share.
1.2 The Grantee hereby surrenders the option to purchase
25,000 shares of Common Stock granted to him on April 7, 1995 (the "April
Option").
SECTION 2. Exercisability.
2.1 This Warrant shall become and be exercisable in full
on the date that the Grantee delivers to the Company a copy of this Agreement
executed by the Grantee; provided, however, that if such delivery is not made
on or before December 31, 1995, this Warrant shall be immediately cancelled and
this Warrant Agreement shall be of no further force or effect. In any event,
the unexercised portion of the Warrant shall expire and cease to be exercisable
at 5:00 P.M. on November 8, 1996.
2.2 The Warrant may be exercised from time to time as to
all or part of the shares as to which it is then exercisable.
SECTION 3. Method of Exercise.
3.1 The Warrant or any part thereof may be exercised only
by the giving of written notice to the Company, on such form and in such manner
as the Stock Option and Compensation Committee of the Board of Directors of the
Company (the "Committee") shall prescribe. Such notice shall be accompanied by
payment of the full purchase price for the number of shares of Common Stock
with respect to which the Warrant is being exercised. Such payment shall be
made: (a) by certified or official bank check payable to the Company (or the
equivalent thereof acceptable to the Company); (b) by delivery of previously
acquired shares of Common Stock having a Fair Market Value, determined as of
the date of
<PAGE> 2
exercise, equal to all or a portion of the purchase price and a certified or
official bank check (or the equivalent thereof acceptable to the Company) for
any remaining portion of the purchase price; or (c) at the discretion of the
Committee and to the extent permitted by law, in such other manner, consistent
with the applicable requirements of the Delaware General Corporation Law, as
the Committee may from time to time prescribe. As soon as practicable after
receiving payment of the full option exercise price, the Company shall, subject
to the provisions of Section 4, direct its transfer agent to record the
Grantee, or such other person as may have rightfully exercised the Warrant, as
owner of the shares of Common Stock as to which the Warrant was exercised. A
certificate or certificates for such shares of Common Stock shall be issued
upon request of the Grantee or such other person. If the method of payment
employed upon option exercise so requires, and if applicable law permits, the
Grantee may direct the Company to deliver the certificate(s) to his
stockbroker.
3.2 Any exercise of the Warrant following the Grantee's
death shall be made only by the Grantee's executor or administrator, unless the
Grantee's will specifically disposes of the Warrant, in which case such
exercise shall be made only by the recipient of such specific disposition. Any
person entitled to exercise the Warrant pursuant to this Section 3.2 shall be
bound by all the terms and conditions of this Agreement.
3.3 The date of exercise of the Warrant shall be the date
on which written notice of exercise, accompanied by the payment as provided in
Section 3.1, is hand-delivered to the Company, or if mailed, the date on which
it is postmarked.
3.4 The "Fair Market Value" of a shares of Common Stock
on any day shall be determined as follows:
3.4.1 If the principal market for the Common
Stock (the "Market") is a national securities exchange or the National
Association of Securities Dealers Automated Quotation System ("NASDAQ")
National Market, the last sale price or, if no reported sales take place on the
applicable date, the average of the high bid and low asked price of Common
Stock as reported for such Market on such date or, if no such quotation is made
on such date, on the next preceding day on which there were quotations,
provided that such quotations shall have been made within the ten (10) business
days preceding the applicable date.
3.4.2 If the Market is the NASDAQ National
List, the NASDAQ Supplemental List or another market, the average of the high
bid and low asked price for Common Stock on the applicable date, or, if no such
quotations shall have been made on such date, on the next preceding day on
which there were
<PAGE> 3
quotations, provided that such quotations shall have been made within the ten
(10) business days preceding the applicable date.
3.4.3 In the event that neither Section
3.4.1 nor Section 3.4.2 shall apply, the Fair Market Value of a share of Common
Stock on any day shall be determined in good faith by the Committee.
SECTION 4. Consents.
4.1 Notwithstanding any other provision of this
Agreement, if the Committee shall at any time determine that any Consent (as
hereinafter defined) is necessary or desirable as a condition of, or in
connection with, the issuance or transfer of shares of Common Stock or the
taking of any other action in connection with this Agreement, then such action
shall not be taken, in whole or in part, unless and until such Consent shall
have been effected or obtained to the full satisfaction of the Committee.
4.2 For purposes of this Section 4, the term "Consent"
means: (a) any and all listings, registrations or qualifications in respect
thereof upon any securities exchange or under any federal, state or local law,
rule or regulation; (b) any and all written agreements and representations by
the Grantee with respect to the disposition of shares of Common stock, or with
respect to any other matters, which the Committee shall deem necessary or
desirable to comply with the terms of any such listing, registration or
qualification or to obtain an exemption from the requirement that any such
listing, qualification or registration be made; and (c) any and all consents,
clearances and approvals by any governmental or other regulatory bodies in
respect of any action taken or to be taken under this Agreement.
SECTION 5. Non-assignability.
No right granted to the Grantee under this Agreement shall be
assignable or transferable (whether by operation of law or otherwise and
whether voluntarily or involuntarily) other than by will or by the laws of
descent and distribution. During the life of the Grantee, all rights granted
to the Grantee under this Agreement shall be exercisable only by the Grantee or
by his guardian or legal representative.
SECTION 6. Adjustments.
If there is any change in the outstanding shares of Common
Stock by reason of a stock dividend or distribution, stock split,
recapitalization, combination or exchange of shares, or by reason of any
merger, consolidation, spinoff or other corporate reorganization in which the
Company is the surviving corporation, the number of shares purchasable under
the Warrant and the
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<PAGE> 4
purchase price per share shall be equitably adjusted by the Committee, whose
determination shall be final, binding and conclusive.
SECTION 7. Notices.
Any notice to be given to the Company hereunder shall be in
writing and addressed to the Secretary of the Company at TIGERA GROUP, INC.,
645 Madison Avenue, 22nd Floor, New York, New York 10022, or at such other
address as the Company may hereafter designate to the Grantee by notice as
provided herein. Any notice to be given to the Grantee hereunder shall be
addressed to the Grantee at the address set forth beneath his signature hereto,
or at such other address as the Grantee may hereafter designate to the Company
by notice as provided herein. Notices hereunder shall be deemed to have been
duly given when personally delivered or mailed by registered or certified mail
to the party entitled to receive the same.
SECTION 8. Successors and Assigns.
This Agreement shall be binding upon and inure to the benefit
of the parties hereto and the successors and assigns of the Company and, to the
extent set forth in Section 3, the heirs and personal representatives of the
Grantee.
SECTION 9. Governing Law.
This Agreement shall be interpreted, construed and
administered in accordance with the laws of the State of New York, without
giving effect to principles of conflict of laws.
-4-
<PAGE> 5
IN WITNESS WHEREOF, the parties hereto have executed this
Agreement as of the date and year first above written.
TIGERA GROUP, INC.
By:
--------------------------------
Title:
GRANTEE
-----------------------------------
(Grantee)
Grantee's Address:
-----------------------------------
-----------------------------------
-5-
<PAGE> 1
EXHIBIT 10.14
TIGERA GROUP, INC.
730 Fifth Avenue
9th Floor
New York, New York 10019
November 15, 1995
Mr. Donald T. Pascal
Suite 2500
667 Madison Avenue
New York, New York 10021
Dear Mr. Pascal:
This letter sets forth our mutual understanding concerning the
arrangements, terms and conditions pursuant to which you will be employed,
commencing November 15, 1995 (the "Effective Date"), as President and Chief
Executive Officer of Tigera Group, Inc. (the "Company" or "Tigera") for a
period (the "Term") of three (3) years commencing on the Effective Date.
1. During the Term you shall serve the Company to the
best of your ability in the executive capacity or capacities to which you shall
be elected or appointed by the Board of Directors of the Company.
2. As compensation for all services to be performed by
you for Tigera during the Term and, in lieu of all other compensation, the
Company shall grant to you options to purchase 800,000 shares of the Company's
Common Stock, par value $.01 per share, at a price of $0.885 per share, subject
to the terms and conditions contained in one or more option agreements, dated
as
<PAGE> 2
of the date hereof, between you and the Company. You shall also be entitled to
a salary in an amount to be determined by you and the Company and to
reimbursement for all documented reasonable expenses incurred by you in
performance of your duties hereunder.
3. This Agreement may be terminated by the Company, at
any time, upon 30 days' advance written notice to you. This Agreement may be
terminated by you, at any time after the first anniversary of the date hereof,
upon 30 days' advance written notice to the Company.
4. Except in the course of the performance of your
duties hereunder, you hereby agree that you shall not disclose at any time any
trade secrets, know-how, or other proprietary information.
5. This Agreement shall be interpreted in accordance
with the laws of the state of New York applicable to contracts made and to be
performed entirely within that state.
6. This letter contains the sole agreement of the
parties pertaining in any way to the subject matter hereto. It cannot be
altered or amended except by a writing duly executed by the party against whom
such alteration or amendment is sought to be enforced.
- 2 -
<PAGE> 3
If this letter correctly sets forth your understanding of the
terms of your employment arrangement with the Company please sign below in the
place indicated and return it at your earliest convenience.
Very truly yours,
TIGERA GROUP, INC.
By:/s/Robert E. Kelly
---------------------------
Name: Robert E. Kelly
Title: Sr. V.P. and CFO
ACCEPTED AND AGREED TO:
/s/ Donald T. Pascal
- -----------------------
Donald T. Pascal
- 3 -
<PAGE> 1
EXHIBIT 10.15
TIGERA GROUP, INC.
730 Fifth Avenue
9th Floor
New York, New York 10019
November 15, 1995
Ms. Deborah A. Farrington
Suite 1900
667 Madison Avenue
New York, New York 10021
Dear Ms. Farrington:
This letter sets forth our mutual understanding concerning the
arrangements, terms and conditions pursuant to which you will be employed,
commencing November 15, 1995 (the "Effective Date"), as an employee of Tigera
Group, Inc. (the "Company" or "Tigera") for a period (the "Term") of three (3)
years commencing on the Effective Date.
1. During the Term you shall serve the Company to the
best of your ability in the executive capacity or capacities to which you shall
be elected or appointed by the Board of Directors of the Company.
2. As compensation for all services to be performed by
you for Tigera during the Term and, in lieu of all other compensation, the
Company shall grant to you options to purchase 400,000 shares of the Company's
Common Stock, par value $.01 per share, at a price of $0.885 per share, subject
to the terms and conditions contained in one or more option agreements, dated
as
<PAGE> 2
of the date hereof, between you and the Company. You shall also be entitled to
a salary in the amount of $25,000 per annum and to reimbursement for all
documented reasonable expenses incurred by you in performance of your duties
hereunder.
3. This Agreement may be terminated by the Company, at
any time, upon 30 days advance written notice to you. This Agreement may be
terminated by you, at any time after the first anniversary of the date hereof,
upon 30 days advance written notice to the Company.
4. Except in the course of the performance of your
duties hereunder, you hereby agree that you shall not disclose at any time any
trade secrets, know-how, or other proprietary information.
5. This Agreement shall be interpreted in accordance
with the laws of the state of New York applicable to contracts made and to be
performed entirely within that state.
6. This letter contains the sole agreement of the
parties pertaining in any way to the subject matter hereto. It cannot be
altered or amended except by a writing duly executed by the party against whom
such alteration or amendment is sought to be enforced.
- 2 -
<PAGE> 3
If this letter correctly sets forth your understanding of the
terms of your employment arrangement with the Company please sign below in the
place indicated and return it at your earliest convenience.
Very truly yours,
TIGERA GROUP, INC.
By:/s/Robert E. Kelly
---------------------------
Name: Robert E. Kelly
Title: Sr. V.P. and CFO
ACCEPTED AND AGREED TO:
/s/ Deborah A. Farrington
- -------------------------
Deborah A. Farrington
- 3 -
<PAGE> 1
EXHIBIT 10.16
TIGERA GROUP, INC.
730 Fifth Avenue
9th Floor
New York, New York 10019
November 15, 1995
[ADDRESS OF CONSULTANT]
Dear [CONSULTANT]:
This letter sets forth our mutual understanding concerning the
arrangements, terms and conditions pursuant to which you will be retained,
commencing November 15, 1995 (the "Effective Date"), to serve as a consultant
to Tigera Group, Inc. (the "Company" or "Tigera") for a period (the "Term") of
three (3) years commencing on the Effective Date.
1. During the Term you shall be available for
consultation at reasonable times concerning acquisition opportunities for the
Company and other matters relating to the affairs of the Company. To the
extent reasonably requested by the Company, you will consult with Company
officers and the board of Directors of the Company in respect of such matters
and in respect of other matters which the Company may, from time to time, refer
to you. The services and advice described in this section shall be rendered by
you at such time and place and in such manner (whether by conference,
telephone, letter or otherwise) as you may reasonably determine.
<PAGE> 2
2. As sole compensation for all services to be
performed by you during the Term and, in lieu of all other compensation, the
Company shall grant to you options to purchase 200,000 shares of the Company's
Common Stock, par value $.01 per share, at a price of $0.885 per share, subject
to the terms and conditions contained in one or more option agreements, dated
as of the date hereof, between you and the Company. You shall also be entitled
to reimbursement for all documented reasonable expenses incurred by you in
performance of your duties hereunder, provided that such expenses are approved
in writing in advance by the Company.
3. This Agreement may be terminated by the Company, at
any time, upon 30 days advance written notice to you. This Agreement may be
terminated by you, at any time after the first anniversary of the date hereof,
upon 30 days advance written notice to the Company.
4. Your relationship to the Company shall be that of
independent contractor and you shall not be an employee or agent of the Company
and you shall not bind or purport to bind the Company in any way.
5. Except in the course of the performance of your
duties hereunder, you hereby agree that you shall not disclose at
- 2 -
<PAGE> 3
any time any trade secrets, know-how, or other proprietary information.
6. This Agreement shall be interpreted in accordance
with the laws of the state of New York applicable to contracts made and to be
performed entirely within that state.
7. This letter contains the sole agreement of the
parties pertaining in any way to the subject matter hereto. It cannot be
altered or amended except by a writing duly executed by the party against whom
such alteration or amendment is sought to be enforced.
If this letter correctly sets forth your understanding of the
terms of your consulting arrangement with the Company please sign below in the
place indicated and return it at your earliest convenience.
Very truly yours,
TIGERA GROUP, INC.
By:
---------------------------
Name:
Title:
ACCEPTED AND AGREED TO:
- -----------------------
[CONSULTANT]
- 3 -
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<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-START> JAN-01-1995
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<CASH> 176,000
<SECURITIES> 10,860,000
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0
0
<COMMON> 213,000
<OTHER-SE> 11,842,000
<TOTAL-LIABILITY-AND-EQUITY> 12,159,000
<SALES> 0
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<CGS> 0
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