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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13D/A
(RULE 13D-101)
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 1)*
Proactive Technologies, Inc.
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(Name of Issuer)
Common Stock, $.04 par value per share
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(Title of Class of Securities)
74266 K307
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(CUSIP Number)
Edward J. Hardin
Rogers & Hardin, LLP
2700 International Tower, Peachtree Center
229 Peachtree Street, N.E.
Atlanta, Georgia 30303-1601
Tel No.: 404-522-4700
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(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
March 6, 1998
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(Date of Event Which Requires Filing of This Statement)
If the filing person has previously filed a statement on Schedule 13G
to report the acquisition which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box
[ ].
Note: Six copies of this statement, including all exhibits,
should be filed with the Commission. See Rule 13d-1(a) for other
parties to whom copies are to be sent.
(Continued on following pages)
(Page 1 of 8 Pages)
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*The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which
would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall
not be deemed to be "filed" for the purpose of Section 18 of the
Securities Exchange Act of 1934 or otherwise subject to the liabilities of
that section of the Act but shall be subject to all other provisions of
the Act (however, see the Notes).
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CUSIP NO. 74266K307 PAGE 2 OF 7 PAGES
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SCHEDULE 13D
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CUSIP NO. 74266K307 PAGE 2 OF 7 PAGES
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1 NAME OF REPORTING PERSON
S.S OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Arthur G. Weiss
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
00
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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7 SOLE VOTING POWER
NUMBER OF
SHARES 2,250,000 (1)
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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8 SHARED VOTING POWER
0
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9 SOLE DISPOSITIVE POWER
2,250,000 (1)
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10 SHARED DISPOSITIVE POWER
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,250,000 (1)
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [X]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.6%
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14 TYPE OF REPORTING PERSON*
IN
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(1) Includes 700,000 shares which the Reporting Person has the
right to acquire after May 11, 1999 pursuant to options granted to the
Reporting Person (discussed in Item 6 below).
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CUSIP NO. 74266K307 PAGE 3 OF 7 PAGES
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1 NAME OF REPORTING PERSON
S.S OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Caroline Weiss Kyriopoulos
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
00
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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7 SOLE VOTING POWER
NUMBER OF
SHARES 1,775,000 (1)
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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8 SHARED VOTING POWER
0
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9 SOLE DISPOSITIVE POWER
1,775,000 (1)
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10 SHARED DISPOSITIVE POWER
0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,775,000 (1)
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [X]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.8%
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14 TYPE OF REPORTING PERSON*
IN
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(1) Includes 1,000,000 shares of Common Stock which the Reporting
Person has the right to acquire pursuant to the Option Agreement (discussed in
Item 5(c) below).
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CUSIP NO. 74266K307 PAGE 4 OF 7 PAGES
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1 NAME OF REPORTING PERSON
S.S OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Charles G. Weiss
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
00
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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7 SOLE VOTING POWER
NUMBER OF
SHARES 775,000
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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8 SHARED VOTING POWER
0
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9 SOLE DISPOSITIVE POWER
775,000
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10 SHARED DISPOSITIVE POWER
0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
775,000
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [X]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.4%
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14 TYPE OF REPORTING PERSON*
IN
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CUSIP NO. 74266K307 PAGE 5 OF 7 PAGES
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
AMENDMENT NO. 1 TO SCHEDULE 13D
This Amendment No. 1 to Schedule 13D relates to the shares of common
stock, $.04 par value per share (the "Common Stock"), of Proactive Technologies,
Inc. (the "Issuer"). Items 2,4,5,6 and 7 of the Schedule 13D filed by Arthur G.
Weiss, Caroline Weiss Kyriopoulos and Charles G. Weiss (each a "Reporting
Person" and together the "Reporting Persons") are amended as set forth below.
ITEM 1. SECURITY AND ISSUER
The title of the class of equity securities to which this Schedule
relates is common stock, par value $0.04 per share ("Common Stock"), issued by
Proactive Technologies, Inc. (the "Company"), the principal executive offices of
which are located at 3343 Peachtree Road, N.E., Suite 530, Atlanta, Georgia
30326.
ITEM 2. IDENTITY AND BACKGROUND
Item 2 is amended to delete paragraphs 2(b) and 3(b) and to include
the following:
(b) Caroline Weiss Kyriopoulos' address is 330 Commerce Street,
Nashville, Tennessee. Charles G. Weiss' address is Oxford
University, 92 Great Clarendon Street, Oxford, United Kingdom
0426A7.
ITEM 4. PURPOSE OF THE TRANSACTION
Item 4(d) is deleted and replaced with the following:
(d) Arthur Weiss is Chairman of the Board of Directors of the
Company.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
Items 5(a), 5(b) and 5(c) are amended to include the following
language:
(a) Arthur G. Weiss is the beneficial owner of 2,250,000 shares of
Common Stock (approximately 9.6%), 700,000 of such shares are
shares which the Reporting Person has the right to acquire
after May 11, 1999 pursuant to options granted to him
(discussed in Item 6 hereof) to acquire shares from the
Company. The percentage of outstanding shares of Common Stock
for Arthur G. Weiss has been computed based on the total
outstanding shares of Common Stock as of February 11, 1999 as
indicated in the Company's Form 10QSB for the period ending
December 31, 1998, plus 2,000,000 shares subsequently issued
by the Company plus the 700,000 shares that are subject to the
options and are not currently outstanding.
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CUSIP NO. 74266K307 PAGE 6 OF 7 PAGES
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Caroline Weiss Kyriopoulos is the beneficial owner of
1,775,000 shares of Common Stock (approximately 7.8%)
including 1,000,000 shares of Common Stock which she has the
right to acquire pursuant to an immediately exercisable option
(described in Item 5(c) hereof) to acquire shares from Mark A.
Conner. The percentage of outstanding shares of Common Stock
for Caroline Weiss Kyriopoulos has been computed based on the
total outstanding shares of Common Stock as of February 11,
1998 as indicated in the Company's 10QSB for the period ending
December 31, 1998, plus 2,000,000 shares subsequently issued
by the Company.
Charles G. Weiss is the beneficial owner of 775,000 shares of
Common Stock (approximately 3.4%). The percentage of
outstanding shares of Common Stock for Charles G. Weiss has
been computed based on the total outstanding shares of Common
Stock as of February 11, 1998 as indicated in the Company's
10QSB for the period ending December 31, 1998, plus 2,000,000
shares subsequently issued by the Company.
Caroline Weiss Kyriopoulos and Charles G. Weiss are the adult
children of Arthur G. Weiss. Each of Arthur G. Weiss, Caroline
Weiss Kyriopoulos and Charles G. Weiss disclaim any beneficial
ownership of the shares of Common Stock owned by the others.
The Reporting Persons acquired an aggregate of 3,100,000
shares of Common Stock pursuant to the terms of the
Reorganization Agreement in exchange for their ownership
interests in West Side Investors, Inc., but none of the
Reporting Persons currently has any agreement for the purpose
of acquiring, holding, voting or disposing of any shares of
Common Stock with either of the other Reporting Persons.
(b) Arthur G. Weiss has the direct power to vote and direct the
disposition of 2,250,000 shares of Common Stock. Caroline
Weiss Kyriopoulos has the direct power to vote and direct the
disposition of 775,000 shares of Common Stock and has the
power to direct the disposition of the Option Agreement, but
Mark Conner retains the direct power to vote the shares
subject to the Option Agreement until such time as the option
is exercised. Charles G. Weiss has the direct power to vote
and direct the disposition of 775,000 shares of Common Stock.
(c) On March 6, 1999, Carolyn Weiss Kyriopoulos entered into a
Common Stock Purchase Option (the "Option Agreement") pursuant
to which she acquired an immediately exercisable option to
purchase up to 1,000,000 shares of Common Stock from Mark A.
Conner with an exercise price of $0.65 per share. The option
expires on September 30, 1999. See "Exhibit 99.3 - Common
Stock Purchase Option".
(d) Not applicable.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
SECURITIES OF THE ISSUER
Item 6 is amended to include the following language:
See Item 5(c)
In addition, the Company has granted to Arthur G. Weiss options to
purchase up to 700,000 shares at an exercise price of $0.4375 per share. The
options are exercisable after May 11, 1999. The options expire on February 11,
1999.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
Item 7 is amended to include the following Exhibit:
99.3 Common Stock Purchase Option
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CUSIP NO. 74266K307 PAGE 7 OF 7 PAGES
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Dated: MARCH 12, 1999 By: /s/ ARTHUR G. WEISS
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Arthur G. Weiss
Dated: MARCH 12, 1999 By: /s/ ARTHUR G. WEISS, ATTORNEY IN
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FACT
-----------------------------------
CAROLINE WEISS KYRIOPOULOS
-----------------------------------
Arthur G. Weiss, Attorney in Fact
Caroline Weiss Kyriopoulos
Dated: MARCH 12, 1999 By: /s/ ARTHUR G. WEISS, ATTORNEY IN
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FACT
-----------------------------------
CHARLES G. WEISS
-----------------------------------
Arthur G. Weiss, Attorney in Fact
Charles G. Weiss
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EXHIBIT 99.3
NEITHER THIS OPTION NOR THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE HEREOF
HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY
APPLICABLE STATE SECURITIES LAW AND NEITHER MAY BE SOLD OR OTHERWISE TRANSFERRED
UNTIL (i) A REGISTRATION STATEMENT UNDER SUCH SECURITIES ACT AND SUCH APPLICABLE
STATE SECURITIES LAWS SHALL HAVE BECOME EFFECTIVE WITH REGARD THERETO, OR (ii)
THE COMPANY SHALL HAVE RECEIVED A WRITTEN OPINION OF COUNSEL ACCEPTABLE TO THE
COMPANY TO THE EFFECT THAT REGISTRATION UNDER SUCH SECURITIES ACT AND SUCH
APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED IN CONNECTION WITH SUCH
PROPOSED TRANSFER.
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COMMON STOCK PURCHASE OPTION
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Original Issue Date: March 2, 1999
THIS CERTIFIES THAT, FOR VALUE RECEIVED, the undersigned Caroline A.
Weiss or assigns (the "Holder") is entitled to purchase, on the terms and
conditions hereinafter set forth, One Million (1,000,000) shares of the Common
Stock, $.04 par value (the "Common Stock"), of Proactive Technologies, Inc., a
Delaware corporation (the "Company"), at an exercise price of $.65 per share
(the "Exercise Price"), from Mark A. Conner ("Grantor"). Each share of Common
Stock as to which this Option is exercisable is a "Option Share", and all such
shares are collectively referred to as the "Option Shares."
SECTION 1. EXERCISE OF OPTION.
(a) This Option may be exercised in whole or in part, from time to
time, on and after the Original Issue Date, and on or before 5:00 p.m., Eastern
Time on September 30, 1999 (the "Expiration Date"), by delivery to the Grantor
at Grantor's office at: Tallahassee, Florida, of (i) a written notice in the
form of the Notice of Exercise attached hereto, properly executed and completed
by or on behalf of the Holder, (ii) a check payable to the order of the Grantor,
in an amount equal to the product of the Exercise Price multiplied by the number
of Option Shares specified in the Exercise Notice, and (iii) this Option (the
items specified in (i), (ii), and (iii) are collectively the "Exercise
Materials").
(b) Upon timely receipt of the Exercise Materials, the Grantor
shall, as promptly as practicable, and in any event within three (3) business
days after Grantor's receipt of the Exercise Materials, cause to be executed and
delivered to Holder a certificate or certificates representing the number of
Option Shares specified in the Exercise Notice, together with cash in lieu of
any fraction of a share, as hereinafter provided, and, (x) if the Option is
exercised in full, a copy of this Option marked "Exercised," or (y) if the
Option is partially exercised, a copy of this Option marked "Partially
Exercised" together with a new Option on the same terms for the unexercised
balance of the Option Shares. All of the certificates evidencing Option Shares
shall bear the legend set forth in Section 4 hereof. The stock certificate or
certificates shall be registered in the name of the Holder of this Option or
such other name as shall be designated in
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the Exercise Notice. As between Holder and Grantee, the date on which the Option
shall be deemed to have been exercised (the "Exercise Date"), and the date the
person in whose name any certificate for Option Shares is issued shall be deemed
to have become the holder of record of such shares, shall be the date the
Grantor receives the Exercise Materials, irrespective of the date of delivery by
Grantor or the Company of a certificate or certificates evidencing the Option
Shares to Holder.
(c) All shares of Common Stock delivered by Grantor upon the
exercise of this Option will, upon issuance, be fully paid and nonassessable and
free from all taxes, liens, and charges with respect thereto.
SECTION 2. ADJUSTMENTS TO OPTION SHARES. The number of Option Shares
issuable upon the exercise hereof shall be subject to adjustment as follows:
(a) In the event the Company is a party to a consolidation, share
exchange, or merger, or the sale of all or substantially all of the assets of
the Company to, any person, or in the case of any consolidation or merger of
another corporation into the Company in which the Company is the surviving
corporation, and in which there is a reclassification or change of the shares of
Common Stock of the Company, this Option shall after such consolidation, share
exchange, merger, or sale be exercisable for the kind and number of securities
or amount and kind of property of the Company or the corporation or other entity
resulting from such share exchange, merger, or consolidation, or which such sale
shall be made, as the case may be (the "Successor Company"), to which a holder
of the number of shares of Common Stock deliverable upon the exercise
(immediately prior to the time of such consolidation, share exchange, merger, or
sale) of this Option would have been entitled upon such consolidation, share
exchange, merger, or sale; and in any such case appropriate adjustments shall be
made in the application of the provisions set forth herein with respect to the
rights and interest of the Holder of this Option, such that the provisions set
forth herein shall thereafter correspondingly be made applicable, as nearly as
may reasonably be, in relation to the number and kind of securities or the type
and amount of property thereafter deliverable upon the exercise of this Option.
The above provisions shall similarly apply to successive consolidations, share
exchanges, mergers, and sales. Any adjustment required by this Section 2(a)
because of a consolidation, share exchange, merger, or sale shall be set forth
in an undertaking delivered to the Holder of this Option and executed by the
Grantor which provides that the Holder of this Option shall have the right to
exercise this Option for the kind and number of securities or amount and kind of
property of the Successor Company or to which the holder of a number of shares
of Common Stock deliverable upon exercise (immediately prior to the time of such
consolidation, share exchange, merger, or sale) of this Option would have been
entitled upon such consolidation, share exchange, merger, or sale. Such
undertaking shall also provide for future adjustments to the number of Option
Shares and the Exercise Price in accordance with the provisions set forth in
this Section 2.
(b) In the event the Company should at any time, or from time to
time after the Original Issue Date, fix a record date for the effectuation of a
stock split or subdivision of the outstanding shares of Common Stock or the
determination of holders of Common Stock
2
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entitled to receive a dividend or other distribution payable in additional
shares of Common Stock, or securities or rights convertible into, or entitling
the holder thereof to receive directly or indirectly, additional shares of
Common Stock (hereinafter referred to as "Common Stock Equivalents") without
payment of any consideration by such holder for the additional shares of Common
Stock or the Common Stock Equivalents (including the additional shares of Common
Stock issuable upon exercise or exercise thereof), then, as of such record date
(or the date of such dividend, distribution, split, or subdivision if no record
date is fixed), the number of Option Shares deliverable upon the exercise hereof
shall be proportionately increased and the Exercise Price shall be appropriately
decreased by the same proportion as the increase in the number of outstanding
Common Stock Equivalents of the Company resulting from the dividend,
distribution, split, or subdivision.
(c) In the event the Company should at any time or from time to
time after the Original Issue Date, fix a record date for the effectuation of a
reverse stock split, or a transaction having a similar effect on the number of
outstanding shares of Common Stock of the Company, then, as of such record date
(or the date of such reverse stock split or similar transaction if no record
date is fixed), the number of Option Shares deliverable upon the exercise hereof
shall be proportionately decreased and the Exercise Price shall be appropriately
increased by the same proportion as the decrease of the number of outstanding
Common Stock Equivalents resulting from the reverse stock split or similar
transaction.
(d) In the event the Company should at any time or from time to
time after the Original Issue Date, fix a record date for a reclassification of
its Common Stock, then, as of such record date (or the date of the
reclassification if no record date is set), this Option shall thereafter be
convertible into such number and kind of securities as would have been
deliverable as the result of such reclassification to a holder of a number of
shares of Common Stock equal to the number of Option Shares deliverable upon
exercise of this Option immediately prior to such reclassification, and the
Exercise Price shall be unchanged.
(e) When any adjustment is required to be made in the number or
kind of shares purchasable upon exercise of this Option, or in the Exercise
Price, the Grantor shall promptly notify the Holder of such event and of the
number of shares of Common Stock or other securities or property thereafter
purchasable upon exercise of this Option and of the Exercise Price, together
with the computation resulting in such adjustment.
(f) The Grantee covenants and agrees that all Option Shares which
may be issued will, upon delivery, be validly issued, fully paid and
non-assessable.
SECTION 3. GRANTOR REPRESENTATIONS.
(a) Grantor now has and on each Option Exercise Date will have
valid marketable title to the Option Shares free and clear of any pledge, lien,
security interest, encumbrance, claim or equitable interest other than pursuant
to this agreement; upon delivery of such Option Shares hereunder and payment of
the purchase price as herein contemplated Holder will obtain valid marketable
title to the Option Shares free and clear of any pledge, lien, security
interest,
3
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encumbrance, claim or equitable interest, including any liability for estate or
inheritance taxes, or any liability to or claims of any creditor, devisee
legatee or beneficiary of Grantor.
(b) All consents, approvals, authorizations and orders required
for the execution and delivery by Grantor of this agreement and the sale and
delivery of the Option Shares to be sold by Grantor pursuant to this Agreement
have been obtained and are in full force and effect, and Grantor has full legal
right, power, authority and enter into and perform Grantor's obligation under
this agreement and to sell, assign, transfer and deliver the Option Shares to be
sold by Grantor hereunder.
(c) This agreement has been duly executed and delivered by Grantor
and is a valid and binding agreement of Grantor, enforceable in accordance with
its terms, except as the enforcement hereof may be limited by bankruptcy,
insolvency, reorganization, moratorium or other similar laws relating to or
affecting creditors' priced generally or by general equitable principles; and
the performance of this agreement with consummation of the transaction herein
contemplated will not result in a material breach or a violation of any of the
terms and provisions of or constitute a default under any material bond,
debenture, note or other evidence of indebtedness, or under any material
contract, indenture, mortgage, deed of trust, loan agreement, joint venture or
other agreement or instrument to which Grantor's a party or which by Grantor or
any of the options shares to be sold hereunder may be bound or, result in any
violation of any law or order, rule, regulation, writ, injunction, judgment or
decree of any court, government or governmental agency or body, domestic or
foreign, having jurisdiction over Grantor or properties of Grantor.
(d) Grantor has reviewed all of the filings made by the company
with the Securities and Exchange Commission in the last 12 months. There are no
material misstatements or omissions in any such filings.
SECTION 4. TRANSFER OF SECURITIES.
(a) This Option and the Option Shares and any shares of capital
stock received in respect thereof, whether by reason of a stock split or share
reclassification thereof, a stock dividend thereon, or otherwise, shall not be
transferable except upon compliance with the provisions of the Securities Act of
1933, as amended (the "Securities Act") and applicable state securities laws
with respect to the transfer of such securities. The Holder of this Option, by
acceptance of this Option, agrees to be bound by the provisions of Sections 4
and 5 and to indemnify and hold harmless the Grantor against any loss or
liability arising from the disposition of this Option or the Option Shares
issuable upon exercise hereof or any interest in either thereof in violation of
the provisions of this Option.
(b) Each certificate for the Option Shares and any shares of
capital stock received in respect thereof, whether by reason of a stock split or
share reclassification thereof, a stock dividend thereon or otherwise, and each
certificate for any such securities issued to subsequent transferees of any such
certificate (unless otherwise permitted by the provisions hereof) shall be
stamped or otherwise imprinted with a legend in substantially the following
form:
4
<PAGE> 5
Legend for Option Shares or other shares of capital stock:
NEITHER THIS OPTION NOR THE SHARES OF COMMON STOCK ISSUABLE UPON
EXERCISE HEREOF HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933,
AS AMENDED, OR ANY APPLICABLE STATE SECURITIES LAW AND NEITHER MAY BE
SOLD OR OTHERWISE TRANSFERRED UNTIL (i) A REGISTRATION STATEMENT UNDER
SUCH SECURITIES ACT AND SUCH APPLICABLE STATE SECURITIES LAWS SHALL
HAVE BECOME EFFECTIVE WITH REGARD THERETO, OR (ii) THE COMPANY SHALL
HAVE RECEIVED A WRITTEN OPINION OF COUNSEL ACCEPTABLE TO THE COMPANY TO
THE EFFECT THAT REGISTRATION UNDER SUCH SECURITIES ACT AND SUCH
APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED IN CONNECTION WITH
SUCH PROPOSED TRANSFER.
(c) Holder recognizes and understands that this Option and the
Option Shares have not been and may not be in the future registered under the
Securities Act of 1933, as amended (the "Act"), the Georgia Securities Act of
1973, as amended (the "Georgia Act"), or any other state securities law. Any
transfer of this Option (and once exercised, the Option Shares) may not be
recognized by the Company unless such transfer is registered under the Act, the
Georgia Act, and any other applicable state securities laws or effected pursuant
to an exemption from such registration which may then be available. Any share
certificates representing the Option Shares may be stamped with legends
restricting transfer thereof in accordance with the Company's policy with
respect to unregistered shares of its Common Stock.
(d) Holder is acquiring this Option solely for Holder's own
account for investment and not with a view to or for sale or distribution of the
Option or any Option Shares and not with any present intention of selling,
offering to sell, or otherwise disposing of or distributing the option or any
Option Shares. The entire legal and beneficial interest of the option and the
Option Shares are for and will be held for the account of the Holder only and
neither in whole not in part for any other person.
SECTION 5. MISCELLANEOUS.
(a) The terms of this Option shall be binding upon and shall inure
to the benefit of any successors or assigns of the Grantor and the holder or
holders hereof and of the Common Stock issued or issuable upon the exercise
hereof.
(b) Except as otherwise provided herein, this Option and all
rights hereunder are transferable by the Holder in person or by duly authorized
attorney upon surrender of this Option, properly endorsed, to the Grantor. The
Grantor may deem and treat the Holder of this Option at any time as the absolute
owner hereof for all purposes and shall not be affected by any notice to the
contrary.
(c) Notwithstanding any provision herein to the contrary, the
holder hereof may not exercise, sell, transfer or otherwise assign this Option
unless the Grantor and the Company are provided with an opinion of counsel
reasonably satisfactory in form and substance to the Grantor, to the effect that
such exercise, sale, transfer or assignment would not violate the Securities Act
or applicable state securities laws.
5
<PAGE> 6
(d) This Option may be divided into separate Options 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 Option at any time, or from time to
time, upon the request of the holder of this Option and the surrender of the
same to the Grantor for such purpose. Such subdivided Options shall be issued
promptly by the Grantor following any such request and shall be of the same form
and tenor as this Option, except for any requested change in the name of the
holder stated herein.
(e) All notices, requests, demands, and other communications
required or permitted under this Option and the transactions contemplated herein
shall be in writing and shall be deemed to have been duly given, made, and
received (i) when personally delivered, (ii) the day after deposited with a
recognized national overnight delivery service prior to its dead-line for
receiving packages for next day delivery or (iii) upon the fifth day after
deposited in the United States registered or certified mail with postage
prepaid, return receipt requested, in each case addressed as set forth below:
If to the Grantor: Mark Conner
2500 Deer Lake Road
Tallahassee, FL 32312
If to the Holder hereof, to the address set forth below:
Caroline A. Weiss
3343 Peachtree Road
Suite 530
Atlanta, GA 30326
(f) This Agreement shall be governed by and construed in
accordance with the laws of the State of Georgia without consideration of the
conflict of laws rules thereof. The parties hereto agree that any appropriate
state court located in Fulton County, Georgia, or any Federal Court sitting in
the Northern District of Georgia, Atlanta Division, shall have exclusive
jurisdiction of any case or controversy arising under or in connection with this
Agreement and shall be a proper forum in which to adjudicate such case or
controversy. The parties hereto consent to the jurisdiction of such courts.
(g) Upon receipt of evidence reasonably satisfactory to the
Grantor of the loss, theft, mutilation or destruction of this Option, and in
case of loss, theft or destruction, upon the agreement of the Optionholder to
indemnify Grantor against any claims arising in connection with such lost,
stolen or destroyed Option, or in the case of mutilation, upon surrender and
cancellation of this Option, Grantor shall issue a new Option of like
denomination and tenor as the Option so lost, stolen, mutilated or destroyed.
(h) In the event any one or more of the provisions of this Option
shall for any reason be held invalid, illegal or unenforceable, the remaining
provisions of this Option shall be unimpaired, and the invalid, illegal or
unenforceable provision shall be replaced by a valid, legal and enforceable
provision, which comes closest to the intention underlying the invalid, illegal
or unenforceable provision.
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<PAGE> 7
IN WITNESS WHEREOF, the Grantor has caused this Option to be executed,
and to be dated as of the date first above written.
GRANTOR: WITNESS:
Name: Name:
------------------------- ---------------------
Mark A. Conner
HOLDER:
-----------------------------
Name:
-----------------------
Address:
-----------------------
-----------------------
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