Registration No.
As filed with the Securities and Exchange Commission
on , 1997
SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
AN-CON GENETICS, INC.
(Exact name of registrant as specified in its charter)
Delaware 11-2644611
(State or other (I.R.S. Employer
jurisdiction of Identification Number)
incorporation or
organization)
734 Walt Whitman Road (Suite 207)
Melville, NY 11747
(516) 421-5452
(Address, including zip code, and telephone number,
including area code, or registrant's principal
executive offices)
AN-CON GENETICS, INC.
1996 NON-STATUTORY STOCK PURCHASE AND OPTION PLAN
(Full title of plan)
Andrew Makrides
President
An-Con Genetics, Inc.
734 Walt Whitman Road (Suite 207)
Melville, NY 11747
(Name and address, including zip code, and telephone
number, including area code, of agent for service)
Copies to:
Alfred V. Greco, P.C.
666 Fifth Avenue (14th Floor)
New York, NY 10103
(212) 246-6550
(Registration Statement cover page continued)
CALCULATION OF REGISTRATION FEE
Title of Each
Class of
Securities to
be Registered
Amount to be
Registered(1)
Proposed
Maximum
Offering
Price Per
Share(1)
Proposed
Maximum
Aggregate
Offering
Price(1)
Amount of
Registration
Fee
Common Stock,
par value
$.001 per
share(2)
1,200,000
$ .75
$900,000
$272.73
(1) Estimated solely for the purpose of calculating
the registration fee.
(2) The shares registered pursuant to this
Registration Statement are available for grant as
of the date of this Registration Statement under
the Company's 1996 Non Statutory Stock Purchase
and Option Plan and available for issuance
pursuant to certain stock options and agreements
the forms of which are attached as exhibits to
this Registration Statement.
(3) Pursuant to General Instruction E, the
registration fee paid in connection
herewith is based on the maximum aggregate
price at which securities covered by this
registration statement are Proposed to be
offered.
<PAGE>
PART I. INFORMATION REQUIRED IN THE SECTION 10(a)
PROSPECTUS
ITEM 1: Plan Information.
The information required by Part I is included in
documents to be sent or given to the participants.
ITEM 2: Registration Information and Employee Plan
Annual Information.
Upon written or oral request, An-Con Genetics,
Inc., a Delaware corporation (the "Registrant") will
provide, without charge, a copy of all documents
incorporated by reference in Item 3 of Part II of this
Registration Statement, which are incorporated by
reference in the Section 10(a) Prospectus, and all other
documents required to be delivered to employees pursuant
to Rule 428(b) promulgated under the Securities Act of
1933, as amended (the "Securities Act"). All requests
should be made to An-Con Genetics, Inc., att: Andrew
Makrides, President, 734 Walt Whitman Road, Melville, NY
11747, tel no. (516) 421-5452.
PART II: INFORMATION REQUIRED IN THE REGISTRATION
STATEMENT
ITEM 3: Incorporation of Documents by Reference.
The following documents, which are on file with
the Securities and Exchange Commission (the
"Commission"), are incorporated in this Registration
Statement by reference:
(a) Annual Report on Form 10-KSB for the Fiscal
Year Ended December 31, 1996.
(b) Quarterly Report on Form 10-QSB for the
Quarterly Period Ended June 30, 1997.
(C) Quarterly Report on Form 10-QSB for
the Quarterly Period ended March 31,
1997.
(d) The description of the Common Stock which
is contained in the registration statements
filed under the Securities and Exchange Act
of 1934, as amended (the "Exchange Act"),
including any amendment or report filed for
the purpose of updating such description.
All documents filed by the Registrant pursuant to
Section 13(a), 14 and 15(d) of the Exchange Act prior to
the filing of a post-effective amendment which indicates
that all shares offered hereby have been sold or which
deregisters all shares then remaining unsold, shall be
deemed to be incorporated in this Registration Statement
by reference and to be a part hereof from the date of
filing of such documents.
ITEM 4: Description of Securities.
N/A
ITEM 5: Interests of Named Experts and Counsel.
N/A
ITEM 6. Indemnification of Directors and Officers.
The Registrant's Certificate of Incorporation
generally provide for the maximum indemnification of a
corporation's officers and directors as permitted by law
in the State of Delaware. Delaware law empowers a
corporation to indemnify any person who was or is a
party or who is threatened to be made a party to any
threatened, pending, or completed action, suit or
proceeding, whether civil, criminal, administrative or
investigative, except in the case of an action by or in
the right of the corporation, by reason of the fact that
he or she is or was a director, officer, employee or
agent of the corporation or is or was serving at the
request of the corporation as a director, officer,
employee or agent of another corporation or other
enterprise. Depending on the character of the
proceeding, a corporation may indemnify against expenses
(including attorney's fees), judgments, fines and
amounts paid in settlement actually and reasonably
incurred in connection with such action, suit or
proceeding if the person indemnified acted in good faith
and in a manner he or she reasonably believed to be in
or not opposed to the best interests of the corporation,
and with respect to any criminal action or proceedings,
had no reasonable cause to believe his or her conduct
was unlawful.
A corporation may indemnify any person who was or
is a party or is threatened to be made a party to any
threatened, pending or completed action or suit by or in
the right of the corporation to procure a judgement in
its favor by reason of the fact that he or she is or was
a director, officer, employee or agent of the
corporation, or is or was serving at the request of the
corporation as a director, officer, employee or agent of
another corporation or other enterprise, against
expenses, including amounts paid in settlement and
attorney's fees actually and reasonably incurred by him
or her in connection with the defense or settlement of
the action or suit if he or she acted in good faith and
in a manner which he or she reasonably believed to be in
or not opposed to the best interests of the corporation.
Indemnification may not be made for any claim, issue or
matter as to which such a person has been adjudged by a
court of competent jurisdiction, after exhaustion of all
appeals therefrom, to be liable to the corporation or
for amounts paid in settlement to the corporation unless
and only to the extent that the court in which the
action or suit was brought or other court of competent
jurisdiction determines upon application that in view of
all the circumstances of the case, the person is fairly
and reasonably entitled to indemnity for such expenses
as the court deems proper.
To the extent that a director, officer, employee
or agent of a corporation has been successful on the
merits or otherwise in defense of any action, suit or
proceeding referred to above, or in defense of any
claim, issue or matter therein, he or she must be
indemnified by the corporation against expenses,
including attorney's fees, actually and reasonably
incurred by him in connection with the defense. Any
indemnification under this section, unless ordered by a
court or advanced pursuant to this section, must be made
by the corporation only as authorized in the specific
case upon a determination that indemnification of the
director, officer, employee or agent is proper in the
circumstances. The determination must be made: (a) by
the stockholders; (b) by the board of directors by
majority vote of a quorum consisting of directors who
were not parties to the action, suit or proceeding; (c)
if a majority vote of a quorum consisting of directors
who were not parties to the action, suit or proceeding
so orders, by independent legal counsel in a written
opinion; or (d) if a quorum consisting of directors who
were not parties to the action, suit or proceeding
cannot be obtained, by independent legal counsel in a
written opinion.
The certificate of incorporation, the bylaws or an
agreement made by the corporation may provide that the
expenses of officers and directors incurred in defending
a civil or criminal action, suit or proceeding must be
paid by the corporation as they are incurred and in
advance of the final disposition of the action, suit or
proceeding upon receipt of an undertaking by or on
behalf of the director or officer to repay the amount if
it is ultimately determined by a court of competent
jurisdiction that he or she is not entitled to be
indemnified by the corporation. The provisions of this
section do not affect any rights to advancement of
expenses to which corporate personnel other than
directors or officers may be entitled under any contract
or otherwise by law.
The indemnification and advancement of expenses
authorized in or ordered by a court pursuant to this
section: (a) does not exclude any other rights to which
a person seeking indemnification or advancement of
expenses may be entitled under the articles of
incorporation or any bylaw, agreement, vote of
stockholders or disinterested directors or otherwise,
for either an action in his or her official capacity or
an action in another capacity while holding his or her
office, except that indemnification, unless ordered by
a court pursuant to this section or for the advancement
of any director or officer if a final adjudication
establishes that his or her acts or omissions involved
intentional misconduct, fraud or a knowing violation of
the law and was material to the cause of action; and (b)
continues for a person who has ceased to be a director,
officer, employee or agent and inures to the benefit of
the heirs, executors and administrators of such a
person.
ITEM 7: Not Applicable
ITEM 8: Exhibits.
4.1 1996 Non-Statutory Stock Option Plan.
4.2 Form of Stock Option.
4.3 Form of Stock Purchase Agreement
5.1 Opinion of Alfred V. Greco, P.C.
23.1 Consent of Alfred V. Greco, P.C. (consent included
in Exhibit 5.1).
23.2 Consent of Bloom & Company
ITEM 9: Undertakings.
The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers
or sales are being made, a post-effective amendment to
this Registration Statement:
(i) To include any prospectus required by
Section 10(a) (3) of the Securities Act;
(ii) To reflect in the prospectus any facts or
events which, individually or together, represent a
fundamental change in the information in the
Registration Statement;
(iii) To include any additional or changed
material information on the plan of distribution;
provided, however, that paragraphs (1)(i) and
(1(ii) above do not apply if the Registration Statement
is on Form S-3 or Form S-8, and the information required
to be included in a post-effective amendment by those
paragraphs is incorporated by reference from periodic
reports filed by the Registrant under the Exchange Act.
(2) That, for determining liability under the
Securities Act, to treat each such post-effective
amendment as a new registration statement of the
securities offered, and the offering of such securities
at that time to be the initial bona fide offering.
(3) To remove from registration by means of a
post-effective amendment any of the securities being
registered that remain unsold at the end of the
offering.
Insofar as indemnification for liabilities arising
under the Securities Act may be permitted to directors,
officers and controlling persons of the Registrant
pursuant to the foregoing provisions, the Registrant has
been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in
the Securities Act and is, therefore, unenforceable. In
the event that a claim for indemnification against such
liabilities (other than the payment by the Registrant of
expenses incurred or paid by a director, officer or
controlling person in the successful defense of any
action, suit or proceeding) is asserted by such
director, officers or controlling person in connection
with the securities being registered, the Registrant
will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a
court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as
expressed in the Securities Act and will be governed by
the final adjudication of such issue.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act
of 1933, the Registrant certifies that it has reasonable
grounds to believe that it meets all of the requirements
for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the city of
New York, New York, on this day of August, 1997.
AN-CON GENETICS, INC.
By s/J. Robert Saron
J. Robert Saron,
Principal Executive Officer
Pursuant to the requirements of the Securities Act
of 1933, this Registration Statement has been signed by
the following persons in the capacities and on the dates
indicated.
Signature Capacity in Which Signed Date
s/J. Robert Saron
J. Robert Saron Chairman of the Board September 5,1997
Chief Executive Officer and
Director (Principal
Executive Officer)
s/Andrew Makrides
Andrew Makrides President, Director September 5,1997
s/Delton Cunningham
Delton Cunningham Chief Financial
Officer September 4,1997
(Chief Financial Officer
and Principal Accounting
Officer)
s/George Kromer
George Kromer Director September 8, 1997
s/Joseph Valenti
Joseph Valenti Director September 8, 1997
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person
whose signature appears below constitutes and appoints
Andrew Makrides and/or J. Robert Saron as his true and
lawful attorney-in-fact and agent, with full power of
substitution and resubstitution, for him and in his
name, place and stead, in any and all capacities, to
sign any and all amendments (including post-effective
amendments) and supplements to this Registration
Statement, and to file the same with the Securities and
Exchange Commission, granting until said
attorneys-in-fact and agent, and each of them,
full power and authority to do and perform each and
every act and thing requisite and necessary to be done
in connection therewith, as fully to all intents and
purposes as he might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact
and agents, or any of them or their substitute or
substitutes, may lawfully do or cause to be done by
virtue hereof.
Pursuant to the requirements of the Securities Act of
1933, this Registration Statement has been signed by the
following persons in the capacities and on the dates
indicated.
Signature Capacity in Which Signed Date
s/George Kromer
George Kromer Director September 8, 1997
s/Joseph Valenti
Joseph Valenti Director September 8, 1997
<PAGE>
EXHIBIT INDEX
Document Description of Sequentially
Document Numbered Page
4.1 1996 Non-Statutory Stock Purchase
and Option Plan
4.2 Form of Stock Option
4.3 Form of Stock Purchase Agreement
5.1 Opinion of Alfred V. Greco, P.C.
23.1 Consent of Alfred V. Greco, P.C.
(contained in opinion)
23.2 Consent of Bloom & Company
AN-CON GENETICS, INC.
1996 NON-STATUTORY STOCK PURCHASE AND OPTION PLAN
1. Purpose. The purpose of the An-Con Genetics, Inc.
1996 Non-Statutory Stock Purchase and Option Plan (the
"Plan"), is to attract and/or retain and to provide an
incentive to employees, officers, directors, certain
independent contractors and consultants of An-Con
Genetics, Inc. (the "Company"), a Delaware corporation,
in connection with providing services to the Company and
to continue to contribute to its success.
As used in the Plan, the term "Code" shall mean the
Internal Revenue Code of 1986, as amended, and any
successor statute, and the terms "Parent" and
"Subsidiary" shall have the meanings set forth in Code
Sections 424(e) and (f).
This Plan was adopted by the Board of Directors as of
February 19, 1996.
2. Administration. The Plan shall be administered by a
Plan Committee which shall be established by the Board
of Directors of the Company (the "Board"). Members of
the Plan Committee shall be appointed, both initially
and as vacancies occur, by the Board. Until such
committee is appointed or duly constituted, or in the
event of a minimum number of members thereof, the Board
shall make all determinations for grants under the Plan.
The Board, at any time it so desires, may increase or
decrease, but not below two, the number of members of
the Plan Committee, may remove from membership on the
Plan Committee all or any portion of its members, and
may appoint such person or persons as it desires to fill
any vacancy existing on the Plan Committee, whether by
removal, resignation or otherwise. The provisions
hereof the Plan and all option agreements executed
pursuant thereto, and its decisions shall be conclusive
and binding upon all interested persons. Subject to the
provisions of the Plan, the Committee shall have the
sole authority to determine:
(a) The persons to whom shares are granted
(hereinafter "Grantees") or persons to whom options to
purchase shares of Common Stock of the Company shall be
granted (hereinafter "Optionee");
(b) The number of shares or options to be granted
to each Grantee or Optionee;
(C) The consideration for each share of Stock
issued under the Plan or price per share upon the
exercise of each option;
(d) The period within which each option shall be
exercised and, with the consent of the optionee, any
extensions of such period (provided however, that the
original period and all extensions shall not exceed the
maximum period under the Plan).
(e) The terms and conditions of each grant or each
stock option agreement entered into between the Company
and persons to whom the Company has granted options and
of any amendments thereto (provided that the Optionee
consents to each such amendment).
The Plan Committee shall meet at such times and places
as it determines, including by means of a telephone
conference call. A majority of the members shall
constitute a quorum, and a decision of a majority of
those present at any meeting at which a quorum is
present shall constitute the decision of the Plan
Committee. A memorandum signed by all of the members of
the Plan Committee shall constitute the decision of the
Plan Committee without the necessity, in such event, for
holding an actual meeting.
3. Eligibility. Employees including officers,
directors, non-salaried directors, independent
contractors, consultants and such other persons
providing significant services to the Company shall be
eligible to receive shares for purchase or options under
the Plan.
4. Stock Subject to Plan. There shall be reserved
for issuance under the Plan, directly to Grantees or for
issuance upon the exercise by Optionees of options to
purchase shares, a total of 1,200,000 shares of Stock or
the number of shares of Stock, which, in accordance with
the provisions of Section 7 hereof, shall be substituted
therefor. Such shares issuable directly under the Plan
or pursuant to exercise of options may be treasury
shares. If an option granted under the Plan shall
expire or terminate for any reason without having been
exercised in full, unpurchased shares subject thereto
shall again be available.
5. Terms of Options. Non Statutory Stock options
may be granted under the Plan to employees including
officers, directors, non-salaried directors,
consultants, independent contractors and such other
persons who provide substantial services to the Company.
Each stock option granted under the plan shall be
evidenced by a written stock option issued in the name
of the person to whom such option is granted by the
Company. Such stock option agreement shall provide that
the option is subject to the following terms and
conditions and to such other terms and conditions not
inconsistent therewith as the Plan Committee may deem
appropriate in each case:
(a) Option Price.
The Plan provides that the option price with
respect to each option will not be less than twenty
percent (20%) of the fair market value of such share on
the date the option is granted. The fair market value
of a share on a particular date shall be deemed to be
the average of either (I) the highest and lowest prices
at which shares were sold on the date of grant, if
traded on a national securities exchange, (ii) the high
and low prices reported in the consolidated reporting
system, if traded on a "last sale reported" system, such
as NASDAQ, for over the counter securities, or (iii) the
high bid and high asked price for other over-the-counter
securities or securities sold on the Electronic Bulletin
Board. If no transactions in the stock occur on the
date of grant, the fair market value shall be determined
as of the next earliest day for which reports or
quotations are available. If the common shares are not
then quoted on any exchange or in any quotation medium
at the time the option is granted, then the Board of
Directors or Committee will use its discretion in
selecting a good faith value believed to represent fair
market value based on factors then known to them.
(b) Period. The periods, during which an option to
purchase shares may be exercised, shall be determined by
the Plan Committee at the time the option is granted,
but in no event shall such period exceed 10 years from
the date this Plan is adopted.
(c) Payment Upon Exercise Of Option. The option
exercise price for each share of Stock purchased
hereunder shall be paid in full at the time of purchase.
The Plan committee may provide that the purchase price
be payable at the election of the optionee, with the
consent of the Plan Committee, in whole or in part,
either (a)in cash or (b)by cancellation of all or part
of any outstanding indebtedness of the Company to the
optionee on the date on which the option is exercised;
or (c)any combination of the foregoing. No share of
Stock shall be issued until full payment therefor has
been made, and no Grantee or Optionee shall have any
rights as an owner of shares of Stock until the date of
issuance to him of the stock certificate evidencing such
Stock.
(d)Non-Transferability of Option. The options
granted pursuant to the Plan are non-transferable except
by will or the laws of descent and distribution of the
state or country of the Optionee's domicile at time of
death.
(e)Termination of Option. Unless otherwise
specified in the applicable option agreement upon
termination of the Optionee's relationship with the
Company, his rights to exercise options then held by him
shall be only in accordance with the following (in no
case do the time periods referred to below extend the
terms specified in any option):
(I) Upon termination of the Optionee's
employment with the Company for cause; For
purposes hereof termination for cause shall
be defined as termination due to gross
negligence, malfeasance or other act which
causes substantial harm to the Company,
conviction for commission of a felony,
misdemeanor (not a traffic violation) or
crime of moral turpitude or abuse of drugs.
(ii) At the expiration of twelve (12)
months from the date of termination of the
Optionee's employment with the Company for
any reason other than death, without cause;
provided, that if the Optionee dies within
such twelve-month period, subclause (iii)
below shall apply; or
(iii) At the expiration of fifteen (15)
months after the date of death of the
Optionee.
6. Shares Granted Under the Plan. Shares granted
pursuant to the Plan shall be pursuant to an agreement
whereby the Grantee shall accept the shares and
acknowledge the consideration paid for the shares and
manner of payment, which shall be either in cash,
certified or official bank check, or by cancellation of
indebtedness of the Company to Grantee for services
rendered, or in satisfaction of a contractual obligation
to Grantee for which bonafide services will have been
rendered. Grantee shall evidence the foregoing by
countersigning such agreement at the time of grant.
7. Adjustment of Shares.
(a) In the event of changes in the outstanding
Stock by reason of stock dividends, split-ups,
consolidations,
recapitalizations, reorganizations
or like events (as determined by the Plan Committee), an
appropriate adjustment shall be made by the Plan
Committee in the number of shares reserved under the
Plan, in the number of shares set forth in Section 4
hereof. The determination of the Plan committee as to
what adjustments shall be made shall be conclusive. The
Plan Committee shall give prompt notice to all grantees
of any adjustment pursuant to this Section.
(b)Termination of Options on Merger,
Reorganization or Liquidation of the Company.
Notwithstanding anything to the contrary in this Plan,
in the event of any merger, consolidation or other
reorganization of the Company in which the Company is
not the surviving or continuing corporation (as
determined by the Plan Committee) or in the event of the
liquidation or dissolution of the Company, all options
granted hereunder shall terminate on the effective date
of the merger, consolidation, reorganization,
liquidation or dissolution unless there is an agreement
with respect thereto which expressly provides for the
assumption of such options by the continuing or
surviving corporation.
8. Securities Law Requirements. The Company's
obligation to issue shares of its Stock upon grant is
expressly conditioned upon the completion by the Company
of any registration or other qualification of such
shares under any state and/or federal law or rulings and
regulations of any government regulatory body or the
making of such investment representations or other
representations and undertakings by the grantee (or his
legal representative, heir or legatee, as the case may
be) in order to comply with the requirements of any
exemption from any such registration or other
qualification of such shares which the Company in its
sole discretion shall deem necessary or advisable. The
Company may refuse to permit the sale or other
disposition of any shares acquired pursuant to any such
representation until it is satisfied that such sale or
other disposition would not be in contravention of
applicable state or federal securities law.
9. Tax Withholding. As a condition to the exercise
of an option or otherwise, the Company may require an
Optionee to pay over the Company all applicable federal,
state and local taxes which the Company is required to
withhold with respect to the exercise of an option
granted hereunder. At the discretion of the Plan
Committee and upon the request of an Optionee, the
minimum statutory withholding tax requirements may be
satisfied by the withholding of shares of Stock
otherwise issuable to the Optionee upon the exercise of
an option.
10. Amendment. The Board may amend the Plan at any
time.
11. Effective Date. The Plan shall be effective
upon the date of its adoption by the Board.
12. Termination. The Plan shall terminate
automatically as of the close of business on the day
preceding the fifth anniversary date of its
effectiveness or earlier by resolution of the Board, or
upon consummation of any merger, consolidation or other
reorganization in which the options granted hereunder
terminate, all as described in Section 9(b) hereof.
13. Stock Purchase and/or Stock Option Agreement.
Each grant of shares or grant of options under the Plan
shall be evidenced by a written document executed by the
Company, which (I) shall contain each of the provisions
herein specifically required to be contained therein,
(ii) may contain such other terms and conditions as the
Plan Committee deems desirable and which are not
inconsistent with the Plan.
14. No Right to Perform Services. Nothing in this
Plan shall confer upon any Optionee any right to
continue to perform services for the Company, or shall
interfere with or restrict in any way the rights of the
Company to discharge or terminate any employee,
independent contractor or consultant at any time for any
reason whatsoever, with or without good cause.
Executed and dated as of the date first written
above at New York, New York.
AN-CON GENETICS, INC.
By: s/Andrew Makrides
President
An-Con Genetics, Inc.
a Delaware corporation
NON-STATUTORY STOCK OPTION
Name of Optionee
<PAGE>
Address
No.
This option is granted as of the date set
forth above between An-Con Genetics, Inc., a
Delaware corporation (hereinafter the "Company"),
to the Optionee named above (hereinafter
"Optionee"). The option granted hereby is granted
pursuant to the An-Con Genetics, Inc., 1996
Non-Statutory Stock Purchase and Option
Plan dated , 1996 (the "Plan").
1.Grant. Pursuant to and subject to the
terms and conditions of the plan, the Company
grants to the Optionee, the right and option (the
"Option") to purchase at $ per share on the
terms and conditions hereinafter set forth all or
any part of an aggregate of shares (the
"Shares") of the currently authorized and unissued
Common Stock, par value $.001 per share. The
Option shall be exercisable, in whole or in part,
during the period commencing with the date on which
it is granted and ending December 31, 199 .
Nothing contained herein construed to limit or
restrict the right of the Company or a parent or
subsidiary corporation of the Company to terminate
the Optionee's services for the Company.
2.Method of Exercise. The Option may be
exercised pursuant thereto by written notice to the
Company stating the number of shares with respect
to which the option is being exercised, together
with payment in full, (a) in cash or certified
check, or (b) acknowledgment by Optionee of
cancellation of the Company's indebtedness to the
Optionee, or satisfaction of the Company's
obligation to the Optionee for services rendered;
or (C) any combination of the foregoing. If
requested by the Board of Directors, upon exercise
but prior to the delivery of any Shares, the
Optionee shall supply the Board of Directors with
a representation that the Shares are not being
acquired with a view to distribution and will be
sold or otherwise disposed of only in accordance
with applicable federal and state statutes, rules
and regulations.
As soon after the notice of exercise as the
company is reasonably able to comply, the Company
shall, without payment of any transfer or issue tax
by the Optionee, deliver to the Optionee or any
such other person, at the main office of the
Company or such other place as shall be mutually
acceptable, a certificate or certificates for the
Shares being purchased upon exercise of the option.
Notwithstanding the foregoing, the company shall
have the right to postpone the time of delivery of
the shares for such period as may be required for
it with reasonable diligence to comply with any
applicable listing requirements of any national
securities exchange or any federal, state or local
law. The Optionee may exercise the option for less
than the total number of shares for which the
option is then exercisable, provided that a partial
exercise may not be for fewer than 100 shares,
unless the remaining shares exercisable under the
option is for less than 100 Shares. The option may
be exercisable for whole shares only.
3.Termination of option. The option shall
terminate and expire immediately and in total at
the expiration date of the option. In addition,
the option shall automatically terminate upon the
earlier of:
(i) the termination of the Optionee's employment
with the Company for cause (as defined under the
Plan);
(ii)At the expiration of twelve (12) months from
the date of termination of the Optionee's
employment with the company for any reason other
than death, without cause; provided, that if the
Optionee dies within such twelve-month period,
subclause (iii) below shall apply; or
(iii) At the expiration of fifteen (15) months
after the date of death of the Optionee.
4.Adjustments. If there is any change in the
capitalization of the company affecting in any
manner the number or kind of outstanding shares of
Common Stock of the Company, whether by stock
dividend, stock split, reclassification or
recapitalization of such stock, or because the
company has merged or consolidated with one or more
other corporations (and provided the Option does
not thereby terminate pursuant to section 5
hereof), then the number and kind of shares then
subject to the option and the price to be paid
therefor shall be appropriately adjusted by the
Board of Directors; provided, however, that in no
event shall any such adjustment result in the
Company's being required to sell or issue any
fractional shares. Any such adjustment shall be
made without change in the aggregate purchase price
applicable to the unexercised portion of the
option, but with an appropriate adjustment to the
price of each share or other unit of security
covered by this option.
5.Cessation of Corporate Existence.
Notwithstanding any other provision of this option,
upon the dissolution or liquidation of the Company,
the reorganization, merger or consolidation of the
company with one or more corporations as a result
of which the Company is not the surviving
corporation, or the sale of substantially all the
assets of the company or of more than 50% of the
then outstanding stock of the Company to another
corporation or other entity, the option granted
hereunder shall terminate; provided, however, that:
(i) each option for which no option has been
tendered by the surviving corporation in accordance
with all of the terms of provision (ii) immediately
below shall, within five days before the effective
date of such dissolution or liquidation, merger or
consolidation or sale of assets in which the
company is not the surviving corporation or sale of
stock, become fully exercisable; or (iii) in its
sole and absolute discretion, the surviving
corporation may, but shall not be so obligated to,
tender to any Optionee, an option to purchase
shares of the surviving corporation, and such new
option or options shall contain such terms and
provisions as shall be required substantially to
preserve the rights and benefits of this option.
6.Non-Transferability. The option is not
assignable or transferable by the Optionee, either
voluntarily or by operation of law, otherwise than
by will or by the laws of descent and distribution,
and is exercisable, during the Optionee's lifetime,
only by the Optionee. Upon any attempted transfer
of this Option contrary to the provisions hereof,
the Board of Directors may, at its discretion,
terminate this option.
7.No Stockholder Rights. The Optionee or
other person entitled to exercise this option shall
have no rights or privileges as a stockholder with
respect to any Shares subject hereto until the
Optionee or such person has become the holder of
record of such Shares, and no adjustment (except
such adjustment as may be effected pursuant to the
provisions of section 4 hereof) shall be made for
dividends or distributions of rights in respect of
such shares if the record date is prior to the date
on which the Optionee or such person becomes the
holder of record.
Executed by the Company as of this day of
, 199 .
An-Con Genetics,Inc.
a Delaware corporation
By:
An-Con Genetics, Inc.
a Delaware corporation
NON-STATUTORY STOCK PURCHASE AGREEMENT
Name of Grantee
Address
No.
This Agreement ("Agreement") is made as of the date set
forth above between An-Con Genetics, Inc., a Delaware
corporation (hereinafter the "Company"), and the Grantee
named above (hereinafter "Grantee"). The shares granted
by this Agreement is designated a "Non-Statutory Option"
granted pursuant to the An-Con Genetics, Inc., 1996
Non-Statutory Stock Purchase and Option Plan
dated February, 1996 (the "Plan").
1. Grant of Shares. Pursuant to and subject to the
terms and conditions of the Agreement, the Company
grants to the Grantee, a consultant to the Company,
shares of Common Stock of the Company on the terms and
conditions hereinafter set forth an aggregate of
shares (the "Shares") of the currently authorized and
unissued Common Stock, par value $.001 per share.
Grantee by his (her) countersignature hereon, does
hereby accept the shares at the consideration of $
per share payable as follows (check appropriate
section):
(a) $ in cash or by certified or official bank
check; or
(b) $ by cancellation of $ of bona fide
indebtedness of the Company to Grantee; or
(C) $ by accepting the shares in satisfaction
of the Company's contractual obligation to Grantee for
services rendered pursuant to agreement dated .
Nothing contained herein is construed to limit or
restrict the right of the Company or a parent or
subsidiary corporation of the Company to terminate the
Grantee's services for the Company.
2. Method of Acceptance. This Agreement is addressed to
the Grantee in duplicate and shall not be effective
until the Grantee has filled in the appropriate blanks
and executed the acceptance below and returned one copy
to the Company, thereby acknowledging that he has read
and agreed to all the terms and conditions of this
Agreement.
Executed by the Company as of this day of
, 199 .
An-Con Genetics,Inc.
a Delaware corporation
By:
ACCEPTED:
("Grantee")
By:
Date
Alfred V. Greco
A professional Corporation
666 Fifth Avenue (14th Floor)
New York, NY 10103
August 19, 1997
Securities and Exchange Commission
450 Fifth Street N.W.
Washington, D.C. 20549
Re: An-Con Genetics, Inc. (the "Company")
1996 Non-Statutory Stock Purchase and Option Plan
Gentlemen:
The undersigned has been requested to furnish an opinion
in connection with the filing of a Form S8 for 1,200,000
shares of Common Stock of the Company being registered
with the Securities and Exchange Commission under the
Securities Act of 1933 (the "Act") and issuable directly
and/or pursuant to exercise of options. In this
connection, the undersigned has reviewed the corporate
records in connection with the adoption of the Plan and
other salient documents for the purpose of this opinion.
Based upon the foregoing, the Plan, the shares issuable
under the Plan and the reservation of shares required in
connection with the Plan have been duly adopted by the
Board of Directors of the Company. The shares issuable
pursuant to the Plan or issuable upon exercise of
options granted pursuant to the terms of the Plan, when
issued, will be validly issued, fully paid and non-assessable.
The undersigned hereby consents to the use of the name
of this firm and the undersigned in connection with the
Form S8 Registration Statement for the 1,200,000 shares
covered under the Plan and which are the subject of the
registration statement being filed under the Act.
Very Truly Yours,
s/Alfred V. Greco
Alfred V. Greco
Bloom and Company
50 Clinton Street, Suite 502
Hempstead, NY 11550
August 19, 1997
CONSENT OF CERTIFIED PUBLIC ACCOUNTANT
We consent to the incorporation by reference in this
Form S-8, Registration statement for the 1,200,000
shares covered under the 1996 Non-statutory stock
purchase and option plan of our report dated March 29,
1997 included in the 1996 Annual Report to stockholders
of An-Con Genetics, Inc.
S/Bloom and Company
Bloom and Company
