As Filed With the Securities and Exchange Commission on October 21, 1996
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_________________________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Advanced NMR Systems, Inc.
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(Exact name of registrant as specified in its charter)
Delaware
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(State or other jurisdiction of incorporation or organization)
22-2457487
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(I.R.S. employer identification no.)
46 Jonspin Road
Wilmington, Massachusetts 01887
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(Address of principal executive offices) (Zip code)
Non-Qualified Stock Option Agreements
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(Full title of the plan)
Jack Nelson
Chairman
c/o Advanced NMR Systems, Inc.
46 Jonspin Road
Wilmington, Massachusetts 01877
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(Name and address of agent for service)
(508) 657-8876
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Telephone number, including area code, of agent for service
Copy to:
Bruce A. Rich, Esq.
Reid & Priest LLP
40 W. 57th Street
New York, NY 10019
CALCULATION OF REGISTRATION FEE
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Proposed Title Proposed Proposed
of maximum maximum Amount of
securities to be Amount to be offering price aggregate registration
registered registered(1) per share(2) offering price fee
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Common Stock,
$.01 par value 130,000 shares $0.52 $67,600 $100.00
==========================================================================
(1) In addition, pursuant to Rule 416(a) under the Securities Act of
1933, as amended, this Registration Statement also covers any additional
securities to be offered or issued in connection with a stock split, stock
dividend or similar transaction.
(2) Estimated for the sole purpose of calculating the registration
fee in accordance with Rule 457(h) under the Securities Act of 1933, as
amended.
<PAGE>
ADVANCED NMR SYSTEMS, INC.
NON-QUALIFIED STOCK OPTION AGREEMENTS
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The documents listed below are hereby incorporated by reference into
this Registration Statement, and all documents subsequently filed by
Advanced NMR Systems, Inc. (the "Registrant"), with the Securities and
Exchange Commission (the "Commission"), pursuant to Sections 13(a), 13(c),
14 and 15(d) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), prior to the filing of a post-effective amendment which
indicates that all securities offered have been sold or which deregisters
all securities then remaining unsold, shall be deemed to be incorporated by
reference in this Registration Statement and to be a part hereof from the
date of filing such documents:
(a) The Registrant's Annual Report on Form 10-K for the transition
period from January 1, 1995 to September 30, 1995 (Commission
File No. 0-11914);
(b) The Registrant's Quarterly Reports on Form 10-Q for the quarterly
periods ended December 31, 1995, March 31, 1996 and June 30, 1996
(Commission File No. 0-11914); and
(d) The description of the Registrant's Common Stock contained in
Form 8-A filed with the Commission pursuant to Section 12(g) of
the Exchange Act (Commission File No. 00011914).
Any statement contained in a document incorporated by reference herein
shall be deemed to be modified or superseded for purposes of the
Registration Statement to the extent that a statement contained herein
modifies or replaces such statement. Any such statement shall not be
deemed to constitute a part of this Registration Statement except as so
modified or replaced.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 145 of the Delaware General Corporation Law ("DGCL") permits
indemnification of officers, directors, employees and agents in certain
circumstances. Section 145 also provides that a corporation may maintain
insurance against liabilities for which indemnification is not expressly
provided by statute.
Article Seventh of the Registrant's Certificate of Incorporation, as
amended (the "Articles"), provides for indemnification of the directors,
officers, employees and agents of the Registrant to the full extent then
permitted by the DGCL.
Article V of the Registrant's Amended and Restated By-Laws (the "By-
Laws") provides for indemnification by the Registrant of any person (and
the heirs and legal representatives of such person) made or threatened to
be made a party to any threatened pending or completed claim, action, suit
or proceeding, by reason of the fact that he is or was a director, officer,
employee or agent of the Registrant or any constituent corporation absorbed
in a consolidation or merger, or serves or served with another corporation,
partnership, joint venture, trust or other enterprise at the request of the
Registrant or any such constituent corporation. Article V permits the
Registrant to provide any of the above described persons advances for
expenses incurred in defending any such action, suit or proceeding, upon
receipt of an undertaking to repay such advances if he is not entitled to
indemnification. Article V limits the personal liability of any such
person to the fullest extent permitted by the DGCL. Article V also
provides that the Registrant may purchase and maintain insurance, at its
expense, on behalf of any person who is or was a director, officer,
employee or agent of the Registrant, or is or was serving at the request of
the Registrant in such capacity for another corporation or other
enterprise.
Under the terms of an Agreement and Plan of Merger among the
Registrant, ANMR Acquisition Corp. and Medical Diagnostics, Inc. ("MDI"),
dated as of May 2, 1995 (the "Merger Agreement"), the Registrant has agreed
that, to the fullest extent permitted by the DGCL, from and after the
effective time of the merger (the "Effective Time"), the Registrant shall
indemnify, defend and hold harmless the former officers, directors and
employees of MDI or any of its subsidiaries (the "Indemnified Parties")
against all losses, claims, damages, costs, expenses, liabilities, or,
with the approval of the Registrant, amounts paid in settlement in
connection with any claim, action, suit, proceeding or investigation
which is in whole or in part based on, or arising out of the fact that
such person was a director, officer or employee of MDI or any of its
subsidiaries ("Indemnified Liabilities"), pertaining to any matter
existing or occurring at or prior to the Effective Time and all
Indemnified Liabilities which are in whole or in part based on, or arising
out of, or pertaining to the Merger Agreement or the transactions
contemplated thereby, except for a claim arising or based upon the gross
negligence or willful misconduct of the Indemnified Party. Also, for a
period of six years from the Effective Time the Articles and the By-Laws
shall contain indemnification provisions no less favorable than those set
forth in the MDI Articles and the MDI By-Laws.
In addition, under the Merger Agreement the Registrant has agreed that
it will maintain for a period of six years after the Effective Time the
current policies of directors' and officers' liability insurance maintained
by MDI to the extent that such policies are available at a cost of not
greater than two times the current annual amount paid by MDI (the "Cap") so
that if comparable coverage can be obtained only by paying an annual
premium in excess of the Cap, the Registrant shall only be required to
obtain as much coverage as can be obtained by paying an annual premium
equal to the Cap.
<PAGE>
ITEM 8. EXHIBITS.
Exhibit No. Description
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5 Opinion of Reid & Priest LLP
23.1 Consent of Richard A. Eisner & Company, LLP
independent public accountants for the Registrant
23.2 Consent of Reid & Priest LLP (included in Exhibit 5)
24 Power of Attorney (included on the signature page of
this registration statement on Form S-8)
99.1 Form of Stock Option Agreement
ITEM 9. UNDERTAKINGS.
The Registrant hereby undertakes:
(a) To file, during any period in which offers or sales are
being made, a post-effective amendment to this Registration Statement;
(b) To include any prospectus required by Section 10(a)(3) of
the Securities Act;
(c) To reflect in the prospectus any facts or events arising
after the effective date of the Registration Statement (or the most
recent post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in the Registration Statement. Notwithstanding the foregoing, any
increase or decrease in volume of securities offered (if the total
dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high and of the
estimated maximum offering range may be reflected in the form of
prospectus filed with the Commission pursuant to Rule 424(b) if, in
the aggregate, the changes in volume and price represent no more than
20 percent change in the maximum aggregate offering price set forth in
the "Calculation of Registration Fee" table in the effective
Registration Statement;
(d) To include any material information with respect to the plan
of distribution not previously disclosed in the Registration Statement
or any material change to such information in the Registration
Statement;
provided, however, that paragraphs (b) and (c) do not apply if the
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Registration Statement is on Form S-3, Form S-8 or Form F-3, and the
information required to be included in a post-effective amendment by
those paragraphs is contained in periodic reports filed with or
furnished to the Commission by the registrant pursuant to Section 13
or 15(d) of the Exchange Act that are incorporated by reference in the
Registration Statement;
(e) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to
be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof;
(f) To remove from registration by means of a post-effective
amendment any of the securities that remain unsold at the end of the
offering;
(g) That, for purposes of determining any liability under the
Securities Act, each filing of the registrant's annual report pursuant
to Section 13(a) or Section 15(d) of the Exchange Act (and, where
applicable, each filing of an employee benefit plan's annual report
pursuant to Section 15(d) of the Exchange Act) that is incorporated by
reference in the Registration Statement shall be deemed to be a new
registration statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof; and
(h) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, or
otherwise, the registrant has been advised that in the opinion of the
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 a director,
officer or controlling person of the registrant in the successful
defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the
securities being registered, the registrant will, unless in the
opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question
whether such indemnification by it is against public policy as
expressed in the Securities Act and will be governed by the final
adjudication of such issue.
<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 Wilmington, State of
Massachusetts on the 16th day of October, 1996.
ADVANCED NMR SYSTEMS, INC.
By: /s/ Jack Nelson
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Jack Nelson, Chairman
POWER OF ATTORNEY
Each director and/or officer of the Registrant whose signature appears
below hereby appoints Jack Nelson or Enrique Levy as his attorney-in-fact
to sign in his name and behalf, in any and all capacities stated below and
to file with the Commission, any and all amendments, including post-
effective amendments, to this Registration Statement.
Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed by the following persons in the capacities and on
the dates indicated.
Signature Title Date
--------- ----- ----
/s/ Jack Nelson Chairman of the Board October 16, 1996
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Jack Nelson
/s/ Charles Moche Chief Financial Officer October 16, 1996
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Charles Moche
Director __________, 1996
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George Aaron
/s/ Enrique Levy Director October 16, 1996
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Enrique Levy
/s/ David Gaynor Director October 16, 1996
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David Gaynor
/s/ Robert S. Spira Director October 16, 1996
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Robert S. Spira
/s/ Sol Triebwasser Director October 16, 1996
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Sol Triebwasser
<PAGE>
INDEX TO EXHIBITS
ADVANCED NMR SYSTEMS, INC.
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Exhibit
No. Description
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5 Opinion of Reid & Priest LLP.
23.1 Consent of Richard A. Eisner & Company, LLP independent public
accountants for the Registrant
23.2 Consent of Reid & Priest LLP (included in Exhibit 5)
24 Power of Attorney (included on the signature page of this
registration statement on Form S-8)
99.1 Form of Stock Option Agreement
Exhibit 5
REID & PRIEST LLP
40 WEST 57TH STREET
NEW YORK, NEW YORK 10019-4017
TELEPHONE 212 603-2000
FAX 212 603-2001
(212) 603-6780
New York, New York
October 11, 1996
Advanced NMR Systems, Inc.
46 Jonspin Road
Wilmington, MA 01887
Re: Registration Statement on Form S-8
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Gentlemen:
We have acted as counsel to Advanced NMR Systems, Inc.,
a Delaware corporation (the "Registrant"), in connection with the
preparation and filing of a Registration Statement on Form S-8
(the "Registration Statement") with the Securities and Exchange
Commission (the "Commission"), with respect to the registration
under the Securities Act of 1933, as amended (the "Act"), of
__________ shares (the "Shares") of the Registrant's Common
Stock, $.01 par value (the "Common Stock"), issuable upon the
exercise of options (the "Options") granted or to be granted
under certain Stock Option Agreements (the "Agreements").
For purposes of this opinion we have examined the
Registration Statement, the Certificate of Incorporation, as
amended, the By-Laws of the Registrant, as amended, the
Agreements and such documents, records, agreements, proceedings
and legal matters as we have deemed necessary to examine. With
respect to any documents or other corporate records which we have
examined, we have assumed the genuineness of all signatures on,
and the authenticity of, all documents submitted to us as
originals, and the conformity to the original documents submitted
to us as certified or photostatic copies.
Based upon the foregoing and subject to the qualifications
stated herein we are of the opinion that:
1. The Registrant is a corporation duly organized,
validly existing and in good standing under the laws of the State
of Delaware.
2. The Shares included in the Registration Statement
to be issued upon the exercise of the Options will be duly
authorized and validly issued, and fully paid and non-assessable
when the Options shall have been properly exercised and the
exercise price shall have been paid for the Shares in accordance
with the terms of the Agreements.
We are members of the Bar of the State of New York and
do not hold ourselves out as experts concerning, or qualified to
render opinions with respect to any laws other than the laws of
the State of New York, the Federal laws of the United States and
the General Corporation Law of the State of Delaware.
We hereby consent to the filing of this opinion with
the Commission as Exhibit 5 to the Registration Statement. In
giving the foregoing consent, we do not thereby admit that we are
in the category of persons whose consent is required under
Section 7 of the Act or the rules and regulations of the
Commission thereunder.
Very truly yours,
/s/ Reid & Priest LLP
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Reid & Priest LLP
Exhibit 23.1
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CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this
Registration Statement on Form S-8 of Advanced NMR Systems, Inc.
(the "Company") of our report dated November 29, 1995 on the
consolidated financial statements of the Company and subsidiaries
for the nine month period ended September 30, 1995 and for each
of the years in the two-year period ended December 31, 1994
appearing in the Company's Transition Report on Form 10-K for the
transition period from January 1, 1995 to September 30, 1995.
/s/ Richard A. Eisner & Company, LLP
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Richard A. Eisner & Company, LLP
Cambridge, Massachusetts
October 14, 1996
Exhibit 99.1
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FORM OF
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STOCK OPTION AGREEMENT
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AGREEMENT, dated as of June 17, 1996 by and between
ADVANCED NMR SYSTEMS, INC., a Delaware corporation (the
"Company"), and ___________________ ("the Optionee").
W I T N E S S E T H
----------------------
WHEREAS, pursuant to Exhibit A of a Key Employee
Agreement, dated as of January 1, 1996, (the "Employment
Agreement), between the Optionee and Medical Diagnostics, Inc., a
wholly-owned subsidiary of the Company, the Company was obligated
to grant a stock option (the "Option") to the Optionee for the
purchase of ______________ (______) shares of the Company's
Common Stock; and
WHEREAS, the Board of Directors of the Company has
authorized the grant of the Option to the Optionee;
NOW, THEREFORE, in consideration of the premises,
mutual covenants herein set forth and other good and valuable
consideration, subject to the terms and conditions herein, the
Company and the Optionee hereby agree as follows:
1. Grant of Option. Subject to the terms and
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conditions herein, the Company hereby grants to the Optionee an
option (the "Option") to purchase ______________ (______) shares
of its Common Stock, $.01 par value (the "Option Shares"), at an
exercise price (the "Exercise Price") of $1.41 per share, as may
be adjusted from time to time as provided in this Agreement.
2. Exercise of the Option. 2.01 Subject to
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adjustments as provided in Section 6 herein, the Option shall be
cumulatively exercisable:
(a) immediately as to the first one-half of the
Option Shares; and
(b) as to the second one-half of the Option
Shares after May 31, 1997, so that all of the Option Shares shall
be exercisable on June 1, 1997.
2.02 Should the Employment Agreement be terminated
prior to May 31, 1997 either by the Company pursuant to Section
2.2(b) or 2.2(c) of the Employment Agreement, by the Optionee
pursuant to Section 2.5 of the Employment Agreement or a Change
of Control (as defined in Exhibit D in the Employment Agreement),
all Option Shares which have not yet vested shall immediately
vest upon such termination of the Employment Agreement. Except
to the extent specifically provided for in the immediately
preceding sentence, upon termination of the Employment Agreement
prior to May 31, 1997, all unvested option shares shall terminate
upon such termination of the Employment Agreement.
2.03 Vesting of the Option Shares will be accelerated
upon the death or disability of the Optionee or upon the
happening of a Corporate Transaction as set forth in Section 5.02
(b) hereof.
2.04 The Option shall expire on May 31, 2001 subject
to earlier termination as provided herein.
3. Rights of Holder. The Optionee shall not have any
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rights to dividends or any other rights of a stockholder with
respect to any Option Shares until such Shares shall have been
issued to him (as evidenced by the appropriate entry on the
transfer books of the Company) upon purchase of such Shares upon
exercise of the Option. Furthermore, nothing contained in this
Stock Option Agreement shall confer upon the Optionee any right
to be continued in the employ of the Company or its subsidiaries
beyond what is called for in the Employment Agreement or shall
prevent the Company from terminating his employment in accordance
with the Employment Agreement.
4. Non-Transferability of Option. This Option shall
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not be transferable other than by will or by the laws of descent
and distribution, and may be exercised during the Optionee's
lifetime only by him.
5. Adjustments.
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5.01 Adjustments by the Company. In the event of a
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stock dividend, stock split-up, share combination, exchange of
shares, recapitalization, merger, consolidation, acquisition or
disposition of property or shares, reorganization, liquidation or
other similar changes or transactions, by the Company during the
term of the Option, the Board of Directors of the Company shall
make such adjustment of the number and class of shares then
covered by the Option, or of the Exercise Price, or both, whose
determination shall be conclusive. To the extent practicable,
the Company shall give the Optionee prior notice of any such
event, provided that the failure by the Company to give such
notice shall not subject the Company to any liability herein.
5.02 Adjustments Due to Merger, Consolidation,
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Reorganization, Asset Sale, Liquidation, etc. (a) If the
---------------------------------------------
Company shall be the surviving corporation in any reorganization,
merger, consolidation, etc. of the Company with one or more other
corporations, any then outstanding Option shall pertain to and
apply to the securities to which a holder of the number of shares
of Common Stock subject to such Option would have been entitled
immediately following such reorganization, merger, consolidation,
etc. with a corresponding proportionate adjustment of the
Exercise Price as to which such Option may be exercised so that
the aggregate Exercise Price as to which such Option may be
exercised shall be the same as the aggregate Exercise Price as to
which such Option may be exercised for the shares remaining
subject to the Option immediately prior to such reorganization,
merger, consolidation, etc.
(b) In the event of a merger or consolidation in which
the Company is not the surviving corporation, or sale of all or
substantially all of the assets of the Company in which
outstanding shares of Common Stock are exchanged for securities,
cash or other property of any other corporation or business
entity or in the event of a liquidation of the Company
(collectively, a "Corporate Transaction"), the Board of Directors
of the Company, or the board of directors of any corporation
assuming the obligations of the Company, may, in its discretion,
take any one or more of the following actions, as to outstanding
Options: (i) provide that such Options shall be assumed, or
equivalent Options shall be substituted, by the acquiring or
succeeding corporation (or an affiliate thereof); (ii) upon
written notice to the Optionee, provide that all unexercised
Options will terminate immediately prior to the consummation of
such transaction unless exercised by the Optionee within a
specified period following the date of such notice; or (iii) in
the event of a Corporate Transaction under the terms of which
holders of the Common Stock of the Company will receive upon
consummation thereof a cash payment for each share surrendered in
the Corporate Transaction (the "Transaction Price"), make or
provide for a cash payment to the Optionee equal to the
difference between (A) the Transaction Price times the number of
shares of Common Stock subject to such outstanding Options (to
the extent then exercisable at prices not in excess of the
Transaction Price) and (B) the aggregate Exercise Price of all
such outstanding Options in exchange for the termination of such
Options.
6. Reservation of Shares. The Company shall at all
----------------------
times during the term of the Option reserve and keep available
such number of shares of Common Stock or such other class of
stock then subject to the Option as shall be sufficient to
satisfy the requirements of this Agreement. The Company shall
list such shares of Common Stock on the national securities
exchange or automated quotation system on which the Company's
Common Stock is then listed.
7. Exercise Procedure.
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7.01 Procedure. (a) The Optionee may exercise the
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Option, at any time or from time to time as provided herein, by
delivering to the Company a written notice duly signed by the
Optionee stating the number of Option Shares that the Optionee
has elected to purchase and accompanied by payment in an amount
equal to the full purchase price for the Shares to be purchased
(the "Purchased Shares"). The notice may be in form of the
"Exercise of Option to Purchase Shares" attached hereto. The
payment may either be in cash or by check or shares of the
Company's Common Stock with a fair market value equal to the
exercise price on the date the Option is exercised, or through a
combination of cash or shares. For purposes of the foregoing,
"fair market value" of the Common Stock shall be determined as of
the last business day for which the prices or quotes are
available prior to the date the particular Options are exercised
and shall mean (i) the last reported sale price (on that date) of
the Common Stock on the Nasdaq National Market System, if the
Common Stock is then traded on such System; (ii) the last
reported sale (on that date) of the Common Stock on the principal
national securities exchange on which the Common Stock is traded,
if the Common Stock is not then traded on the Nasdaq National
Market System; or (iii) the average of the closing bid and asked
prices last quoted (on that date) by an established quotation
service for over-the-counter securities, if the Common Stock is
not reported on the Nasdaq National Market System or a national
securities exchange. However, if the Common Stock is not then
publicly traded, the "fair market value" shall be deemed to be
the fair value of the Common Stock as determined by the
Corporation's Board of Directors after taking into consideration
all factors which it deems appropriate.
(b) Following receipt by the Company of such notice of
exercise and full payment, the Company shall issue, as soon as
practicable, a stock certificate for the Purchased Shares in the
name as designated by the Optionee and deliver the certificate to
the Optionee.
7.02 Compliance. The Company, however, shall not be
-----------
required to issue or deliver the stock certificate pursuant to
Section 7.01(b) hereof until it has complied with all
requirements of the Securities Act of 1933, as amended (the
"Securities Act"), the Securities Exchange Act of 1934, as
amended, any securities exchange or automated quotation system on
which the Company's Common Stock may then be listed, and all
applicable state laws in connection with the issuance of the
Option Shares or their listing on said securities exchange or
system.
7.03 Legend. If the Purchased Shares are not then
-------
covered by a registration statement in accordance with Section 8
hereof, each certificate for the Purchased Shares shall bear the
following legend:
"THESE SECURITIES HAVE NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED.
SUCH SECURITIES MAY NOT BE SOLD, TRANSFERRED,
PLEDGED OR HYPOTHECATED UNLESS THE
REGISTRATION PROVISIONS OF SAID ACT HAVE BEEN
COMPLIED WITH OR UNLESS THE COMPANY HAS
RECEIVED AN OPINION OF ITS COUNSEL THAT SUCH
REGISTRATION IS NOT REQUIRED."
8. Registration Statement. Promptly after the
-----------------------
execution and delivery of this Option Agreement, the Company
shall prepare and file with the Securities and Exchange
Commission (the "Commission") a Registration Statement (the
"Registration Statement") on Form S-8 or any successor form under
the Securities Act, assuming continued eligibility by the Company
to use such Form, for the purpose of registering for purchase and
sale of the Option Shares. The Company shall bear the costs of
preparing and filing the Registration Statement (other than any
selling costs of the Optionee) and may include in such
Registration Statement other shares of its Common Stock
underlying options or awards granted to other persons.
Notwithstanding the provisions of this Section 8, the Company
shall not be obligated to file a registration statement hereunder
if (i) the Purchased Shares may then be sold pursuant to Rule 144
under the Securities Act or (ii) the Company is not able to use a
Form S-8.
9. Notices. Each notice relating to this Agreement
--------
shall be in writing and delivered in person or by facsimile or
certified mail to the following addresses:
If to ANMR:
Advanced NMR Systems, Inc.
46 Jonspin Road
Wilmington, Massachusetts 01887
Attn: Chairman of the Board
(Fax) 508-658-3581
If the Optionee:
____________________________________
____________________________________
____________________________________
or to such other address as either party hereto may hereinafter
duly give to the other.
10. Binding. This Agreement shall be binding upon and
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inure to the benefit of the parties hereto, and their successors,
assigns, heirs and administrators.
11. Entire Agreement. This Agreement constitutes the
----------------
entire agreement between the parties hereto with respect to the
matters herein, and cannot be amended, modified or terminated
except by an agreement in writing executed by the parties hereto.
12. Governing Law. This Agreement shall be construed
--------------
in accordance with and governed by the laws of the State of
Delaware.
IN WITNESS WHEREOF, the parties hereto have executed
this Agreement as of the date first set forth above.
ADVANCED NMR SYSTEMS, INC.
By:_________________________
____________________________
<PAGE>
Exercise of Option
To Purchase Shares
---------------------
To: Advanced NMR Systems, Inc.
The undersigned hereby exercises the within Option for
the purchase of ______ shares (the "Shares") of Advanced NMR
Systems, Inc. Common Stock granted under a Stock Option
Agreement, dated as of June 17, 1996, and herewith makes payment
of the purchase price by the delivery of _______. In the event
the Shares are not registered under the Securities Act of 1933,
as amended, the undersigned shall provide such representations as
may be required by the Company to fulfill any exemptions that may
be sought under said Act. Kindly issue the certificate for the
Shares and the Warrants in accordance with the instructions given
below:
__________________________________
Signature
Instructions for issuance
of stock:
_____________________________________
Name
_____________________________________
_____________________________________
Address
_____________________________________
Social Security Number
