<PAGE>
As filed with the Securities and Exchange Commission on May 1, 2000
Registration No. 333-__________
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
Under
The Securities Act of 1933
PREDICTIVE SYSTEMS, INC.
(Exact name of registrant as specified in its charter)
Delaware 13-3808483
(State or other jurisdiction (IRS Employer Identification No.)
of incorporation or organization)
417 Fifth Avenue
New York, New York 10016
(Address of principal executive offices) (Zip Code)
PREDICTIVE SYSTEMS, INC.
OPTIONS GRANTED TO CERTAIN INDIVIDUALS PURSUANT TO
WRITTEN COMPENSATION AGREEMENTS
(Full title of the Plans)
----------------
Gary N. Papilsky, Esq.
Vice President and General Counsel
Predictive Systems, Inc.
417 Fifth Avenue
New York, New York 10016
(Name and address of agent for service)
(212) 659-3400
(Telephone number, including area code, of agent for service)
----------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
=============================================================================================================================
Proposed
Title of Maximum Proposed
Securities Amount Offering Maximum Amount of
to be to be Price Aggregate Registration
Registered Registered(1) per Share(2) Offering Price Fee
---------- ------------- ------------ --------------- ------------
<S> <C> <C> <C> <C>
Options Granted to Certain Individuals
Pursuant to Written Compensation
Agreements (3) 5,222,140 shares $.876 $4,574,594.64 $1,207.70
Common Stock, $0.001 par value
</TABLE>
(1) This Registration Statement shall also cover any additional shares of
the Registrant's Common Stock which become issuable under the Non-Plan
Options granted to certain individuals with respect to the securities
registered hereunder by reason of any stock dividend, stock split,
recapitalization or other similar transaction effected without the
Registrant's receipt of consideration which results in an increase in
the number of the Registrant's outstanding shares of Common Stock.
(2) Calculated solely for purposes of this offering under Rule 457(h) of
the Securities Act of 1933, as amended, on the basis of the weighted
average exercise price in effect for the options granted to certain
individuals pursuant to written compensation agreements.
(3) The following individuals have outstanding options granted pursuant to
written compensation agreements in the amounts and at the exercise
prices set forth below:
<PAGE>
<TABLE>
<CAPTION>
Optionee Shares Exercise Price Optionee Shares Exercise Price
- ----------------- ------- -------------- -------------------- ------- --------------
<S> <C> <C> <C> <C> <C>
Don Duffy 60,000 $0.50 Bernie Davidovics 83,880 $0.833
60,000 $0.833
60,000 $1.25
60,000
Eric Meyer 60,000 $0.50 Carrie Dillon 81,000 $1.25
60,000 $0.833
60,000 $1.25
Dan Azulay 51,000 $1.25 Carl Humes 36,000 $1.25
150,000 $1.25
Robert Belau 60,000 $0.50 John Jolly 27,000 $1.25
660,000 $0.833
60,000 $1.25
Ron Pettengill 60,000 $0.50 Tom Joseph 90,000 $0.833
660,000 $0.833 96,000 $1.25
60,000 $1.25
Michael Berman 127,500 $0.833 Steph Marr 62,400 $0.833
James Bohem 43,200 $1.25 Greg Nicastro 302,400 $1.25
Brian Moffet 32,400 $1.25 Berry Sethi 500 $0.833
150,000 $1.25
Chris Pineda 25,500 $0.833 Doris Tillman 144,000 $0.833
Keith Reynolds 45,900 $0.833 Rakesh Patel 9,000 $1.25
Malcolm Rieke 6,000 $1.25 Chris Ricard 9,000 $1.25
Bart Abicht 24,000 $0.833 Chris Fay 3,000 $1.25
Don Morrill 63,000 $0.833 David Llyod 12,000 $1.25
Greg Barry 11,880 $0.167 Steve Mastrorilli 66,000 $0.833
30,000 $0.833
88,800 $1.25
Goeff Bradford 12,000 $0.833 Teresa Mastrorilli 3,000 $1.25
24,000 $1.25
John Burgess 90,000 $0.833 Frank Rosalia 30,000 $0.833
88,800 $1.25
Joel Ercolani 58,900 $0.833 Karen Skelly 59,000 $1.25
88,800 $1.25
Ray Guillermo 44,400 $1.25 Adam Steckelman 1,680 $0.833
88,800 $1.25
Nelson Hung 10,680 $0.167 Nelson Tai 25,080 $0.833
30,000 $0.833 88,800 $1.25
88,800 $1.25
Tim Letki 28,680 $0.833 Samson Wong 16,800 $0.833
88,800 $1.25 24,000 $1.25
Jaimin Patel 10,480 $0.833 Greg Yee 18,480 $0.167
18,000 $1.25 30,000 $0.833
88,800 $1.25 88,800 $1.25
Lenny Rocci 44,200 $0.167
30,000 $0.833
88,800 $1.25
Harry Schultz 22,000 $1.25
</TABLE>
<PAGE>
PART II
Information Required in the Registration Statement
Item 3. Incorporation of Documents by Reference
Predictive Systems, Inc. (the "Registrant") hereby
incorporates by reference into this Registration Statement the following
documents previously filed with the Securities and Exchange Commission (the
"Commission"):
(a) The Registrant's Annual Report on Form 10-K filed with the
Commission on March 30, 2000 for the fiscal year ended
December 31, 1999; and
(b) The Registrant's Registration Statement on Form 8-A12G/A filed
with the Commission on October 26, 1999, including any
amendments or reports filed for the purpose of updating such
description, in which there is described the terms, rights and
provisions applicable to the Registrant's Common Stock.
All reports and definitive proxy or information statements
filed pursuant to Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange
Act of 1934, as amended (the "1934 Act"), after the date of this Registration
Statement and prior to the filing of a post-effective amendment which indicates
that all securities offered hereby have been sold or which de-registers all
securities then remaining unsold shall be deemed to be incorporated by reference
into this Registration Statement and to be a part hereof from the date of filing
of such documents. Any statement contained in a document incorporated or deemed
to be incorporated by reference herein shall be deemed to be modified or
superseded for purposes of this Registration Statement to the extent that a
statement contained herein or in any subsequently filed document which also is
deemed to be incorporated by reference herein modifies or supersedes such
statement. Any such statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this Registration
Statement.
Item 4. Description of Securities
Not Applicable.
Item 5 Interests of Named Experts and Counsel
Not Applicable.
Item 6. Indemnification of Directors and Officers
The Registrant's Amended and Restated Certificate of
Incorporation in effect as of the date hereof (the "Certificate") provides that,
except to the extent prohibited by the Delaware General Corporation Law, as
amended (the "DGCL"), the Registrant's directors shall not be personally liable
to the Registrant or its stockholders for monetary damages for any breach of
fiduciary duty as directors of the Registrant. Under the DGCL, the directors
have a fiduciary duty to the Registrant which is not eliminated by this
provision of the Certificate and, inappropriate circumstances, equitable
remedies such as injunctive or other forms of nonmonetary relief will remain
available. In addition, each director will continue to be subject to liability
under the DGCL for breach of the director's duty of loyalty to the Registrant,
for acts or omissions which are found by a court of competent jurisdiction to be
not in good faith or involving intentional misconduct, for knowing violations of
law, for actions leading to improper personal benefit to the director, and for
payment of dividends or approval of stock repurchases or redemptions that are
prohibited by the DGCL. This provision also does not affect the directors'
responsibilities under any other laws, such as the Federal securities laws or
state or Federal environmental laws. The Registrant has applied for liability
insurance for its officers and directors.
Section 145 of the DGCL empowers a corporation to indemnify
its directors and officers and to purchase insurance with respect to liability
arising out of their capacity or status as directors and officers, provided that
this provision shall not eliminate or limit the liability of a director: (i) for
any breach of the director's duty of loyalty to the corporation or its
stockholders, (ii) for acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law, (iii) arising under
II-1
<PAGE>
Section 174 of the DGCL, or (iv) for any transaction from which the director
derived an improper personal benefit. The DGCL provides further that the
indemnification permitted thereunder shall not be deemed exclusive of any other
rights to which the directors and officers may be entitled under the
corporation's bylaws, any agreement, a vote of stockholders or otherwise. The
Certificate eliminates the personal liability of directors to the fullest extent
permitted by Section 102(b)(7) of the DGCL and provides that the Registrant may
fully indemnify any person who was or is a party or is threatened to be made a
party to any threatened, pending or completed action, suit or proceeding
(whether civil, criminal, administrative or investigative) by reason of the fact
that such person is or was a director or officer of the Registrant, or is or was
serving at the request of the Registrant as a director or officer of another
corporation, partnership, joint venture, trust, employee benefit plan or other
enterprise, against expenses (including attorney's fees), judgments, fines and
amounts paid in settlement actually and reasonably incurred by such person in
connection with such action, suit or proceeding.
Item 7. Exemption from Registration Claimed
Not Applicable.
Item 8. Exhibits
Exhibit Number Exhibit
4 Instruments Defining the Rights of Stockholders. Reference is
made to Registrant's Registration Statement on Form 8-A12G/A,
together with any amendments and exhibits thereto, which are
incorporated herein by reference pursuant to Item 3(b).
5 Opinion and Consent of Brobeck, Phleger & Harrison LLP.
23.1 Consent of Arthur Andersen LLP.
23.2 Consent of Brobeck, Phleger & Harrison LLP is contained in
Exhibit 5.
24 Power of Attorney. Reference is made to page II-4 of this
Registration Statement.
99.1 Form of Predictive Systems, Inc. Employee Option Agreement.
99.2 Form of Written Compensation Agreement
Item 9. Undertakings
A. 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 1933 Act, (ii) to reflect in the prospectus any facts
or events arising after the effective date of this 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 this
Registration Statement and (iii) to include any material information with
respect to the plan of distribution not previously disclosed in this
Registration Statement or any material change to such information in this
Registration Statement; provided, however, that clauses (1)(i) and (1)(ii) shall
not apply if the information required to be included in a post-effective
amendment by those clauses is contained in periodic reports filed by the
Registrant pursuant to Section 13 or Section 15(d) of the 1934 Act that are
incorporated by reference into this Registration Statement; (2) that for the
purpose of determining any liability under the 1933 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; and (3) to remove
from registration by means of a post-effective amendment any of the securities
being registered which remain unsold at the termination of the Predictive
Systems, Inc. options granted to certain individuals pursuant to written
compensation agreements.
B. The undersigned Registrant hereby undertakes that, for
purposes of determining any liability under the 1933 Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
1934 Act that is incorporated by reference into this 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.
C. Insofar as indemnification for liabilities arising under
the 1933 Act may be permitted to directors, officers or controlling persons of
the Registrant pursuant to the indemnification provisions summarized in Item 6
or otherwise, the Registrant has been advised that, in the opinion of the
Commission, such indemnification is against public policy as expressed in the
II-2
<PAGE>
1933 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 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 1933 Act and
will be governed by the final adjudication of such issue.
II-3
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
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, State of New York on this 26th day of
April, 2000.
PREDICTIVE SYSTEMS, INC.
By: /s/ Ronald G. Pettengill, Jr.
-----------------------------
Ronald G. Pettengill, Jr.
Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Ronald G. Pettengill, Jr., Chief Executive
Officer, and Robert L. Belau, President, and each of them, as such person's true
and lawful attorneys-in-fact and agents, with full power of substitution and
resubstitution, for such person and in such person's name, place and stead, in
any and all capacities, to sign any and all amendments (including post-effective
amendments) to this Registration Statement, and to file same, with all exhibits
thereto, and other documents in connection therewith, with the Securities and
Exchange Commission, granting unto said attorneys-in-fact and agents, 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 such person might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents, or any of
them, or their or his or her substitutes, may lawfully do or cause to be done by
virtue thereof.
Pursuant to the requirements of the Securities Act of 1933, as
amended, this Registration Statement has been signed below by the following
persons on behalf of the Registrant and in the capacities and on the dates
indicated:
<TABLE>
<CAPTION>
Signature Title Date
- --------- ----- ----
<S> <C> <C>
/s/ Ronald G. Pettengill, Jr. Chief Executive Officer and Chairman of April 26, 2000
- ------------------------------- the Board of Directors
Ronald G. Pettengill, Jr. (Principal Executive Officer)
/s/ Robert L. Belau President and Director April 26, 2000
- -------------------------------
Robert L. Belau
/s/ Gerard E. Dorsey Chief Financial Officer April 26, 2000
- ------------------------------- (Principal Financial and Accounting)
Gerard E. Dorsey Officer
/s/ Peter L. Bloom Director April 26, 2000
- -------------------------------
Peter L. Bloom
</TABLE>
II-4
<PAGE>
<TABLE>
<CAPTION>
Signature Title Date
- --------- ----- ----
<S> <C> <C>
/s/ Donald J. Duffy Director April 26, 2000
- -------------------------------
Donald J. Duffy
/s/ Braden R. Kelly Director April 26, 2000
- -------------------------------
Braden R. Kelly
/s/ Eric Meyer Director April 26, 2000
- -------------------------------
Eric Meyer
Director
- -------------------------------
Inder Sidhu
/s/ William W. Wyman Director April 26, 2000
- -------------------------------
William W. Wyman
Director
- -------------------------------
William L. Smith
</TABLE>
II-5
<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
EXHIBITS
TO
FORM S-8
UNDER
SECURITIES ACT OF 1933
PREDICTIVE SYSTEMS, INC.
<PAGE>
EXHIBIT INDEX
Exhibit Number Exhibit
- -------------- -------
4 Instruments Defining the Rights of Stockholders. Reference is
made to Registrant's Registration Statement on Form 8-A,
together with any amendments and exhibits thereto, which are
incorporated herein by reference pursuant to Item 3(b).
5 Opinion and Consent of Brobeck, Phleger & Harrison LLP.
23.1 Consent of Arthur Andersen LLP.
23.2 Consent of Brobeck, Phleger & Harrison LLP is contained in
Exhibit 5.
24 Power of Attorney. Reference is made to page II-4 of this
Registration Statement.
99.1 Form of Predictive Systems, Inc. Employee Option Agreement.
99.2 Form of Written Compensation Agreement.
<PAGE>
EXHIBIT 5
OPINION AND CONSENT OF BROBECK, PHLEGER & HARRISON LLP
April 28, 2000
Predictive Systems, Inc.
145 Hudson Street
New York, New York 10013
Re: Predictive Systems, Inc. - Registration Statement for
Offering of an Aggregate of 5,222,140 Shares of Common
Stock
Dear Ladies and Gentlemen:
We have acted as counsel to Predictive Systems, Inc., a
Delaware corporation (the "Company"), in connection with the registration on
Form S-8 (the "Registration Statement") under the Securities Act of 1933, as
amended, of an aggregate of 5,222,140 shares of common stock (the "Shares") for
issuance pursuant to stock options granted to certain individuals in the
Company's service pursuant to their written compensation agreements with the
Company (the "Options").
This opinion is being furnished in accordance with the
requirements of Item 8 of Form S-8 and Item 601(b)(5)(i) of Regulation S-K.
We have reviewed the Company's charter documents and the
corporate proceedings taken by the Company in connection with the establishment
of the Plans. Based on such review, we are of the opinion that if, as and when
the Shares are issued and sold (and the consideration therefor received)
pursuant to the provisions of the stock option agreements relating to the
Options and in accordance with the Registration Statement, such Shares will be
duly authorized, legally issued, fully paid and nonassessable.
We consent to the filing of this opinion letter as Exhibit 5
to the Registration Statement.
This opinion letter is rendered as of the date first written
above and we disclaim any obligation to advise you of facts, circumstances,
events or developments which hereafter may be brought to our attention and which
may alter, affect or modify the opinion expressed herein. Our opinion is
expressly limited to the matters set forth above and we render no opinion,
whether by implication or otherwise, as to any other matters relating to the
Company, the Options or the Shares.
Very truly yours,
/s/ Brobeck, Phleger & Harrison LLP
BROBECK, PHLEGER & HARRISON LLP
<PAGE>
EXHIBIT 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this registration statement of our report dated February 10, 2000
included in Predictive Systems, Inc.'s Form 10-K for the year ended December 31,
1999 and to all references to our Firm included in this registration statement.
/s/ Arthur Andersen LLP
ARTHUR ANDERSEN LLP
New York, New York
April 28, 2000
<PAGE>
EXHIBIT 99.1
PREDICTIVE SYSTEMS, INC.
FORM OF EMPLOYEE OPTION AGREEMENT
THIS OPTION AGREEMENT dated this <<Date_Granted>> is by and
between Predictive Holdings, Inc., a corporation organized under the laws of the
State of Delaware ("Company") and <<Name>> ("Optionee").
RECITALS
WHEREAS, Optionee is employed by the Company's subsidiary, Predictive
Systems, Inc. ("Systems");
WHEREAS, in connection therewith, the Company has agreed to grant an
option to Optionee to purchase shares of the Company's Common Stock, par value
$.001 per share ("Common"), upon the terms and conditions contained herein.
NOW, THEREFORE, it is agreed:
1. Grant of Option. Company hereby grants to Optionee, provided
Optionee is still employed by the Company, Systems or an affiliated company as
at the Date of Vesting (defined below) and the date of exercise, the irrevocable
right and option (the "Option") to purchase <<Total_Options>> shares of common
stock of the Company (the "Option Shares") at a price of $7.50 per share. The
Options shall vest as follows (the date of each such vesting being a "Date of
Vesting" with respect to the Options covered thereby):
(i) <<Vest_1>> Options will vest as of <<Vest_Date_1>>
(ii)<<Vest_2>> Options will vest as of <<Vest_Date_2>>
(iii)<<Vest_3>> Options will vest as of <<Vest_Date_3>>
(iv)<<Vest_4>> Options will vest as of <<Vest_Date_4>>
2. Option Term. The term of each Option shall be for a period of five
(5) years commencing on the Date of Vesting, provided that all unexercised
Options shall terminate and be without further force and effect upon termination
of the Optionee's employment with the Company or Systems or any affiliated
company. Notwithstanding the foregoing, in the event that Optionee's employment
is terminated by reason of Optionee's death or disability, this Option shall
remain exercisable by Optionee (or his estate or personal representative)
throughout the term contemplated by the first clause of this Section 2.
3. Exercise of Option. Each Option may be exercised as to all or any
portion of the Option Shares at any time from and after the Date of Vesting of
the Option during the term of the Option.
4. Method of Exercise. Each Option may be exercised by giving written
notice of exercise of the Option to the Company at the address and in the manner
set forth below. The notice shall state Optionee's election to exercise the
Option and the number of Option Shares with respect to which the Option is being
exercised. The notice of exercise shall be accompanied by full payment (in cash
or by check) of the amount of the purchase price of the Option Shares as to
which the Option is being exercised. A certificate or certificates for the
Shares as to which the Option is exercised shall be delivered to Optionee as
soon as practicable after the notice and payment has been received by the
Company.
At the option of Optionee, in lieu of payment of the Option
Price for the Option Shares, and provided that the Common is publicly traded
such that a Current Market Price can be determined as hereinafter set forth, the
Optionee shall have the right to instruct the Company to issue to Optionee the
Net Shares issuable as determined in accordance with the following formula:
NS = OS - [OP/CMP x OS]
NS = Net Shares
OS = Number of Shares issuable upon exercise of
the Option
OP = Option Price
CMP = Current Market Price as defined below.
<PAGE>
For purposes of this Agreement, the term "Current Market Price" shall
mean (i) if the Common Stock is traded in the over-the-counter market and not in
the NASDAQ National Market System nor on any national securities exchange, the
average per share closing bid prices of the Common Stock on the fifteen (15)
consecutive trading days immediately preceding the date in question, as reported
by NASDAQ or an equivalent generally accepted reporting service, or (ii) if the
Common Stock is traded in the NASDAQ National Market System or on a national
securities exchange, the average for the fifteen (15) consecutive trading days
immediately preceding the date in question of the daily per share closing prices
of the Common Stock in the NASDAQ National Market System or on the principal
stock exchange on which it is listed, as the case may be. For purposes of clause
(i) above, if trading in the Common Stock is not reported by NASDAQ, the average
referred to in said clause shall be as reported in the "pink sheets' published
by National Quotation Bureau, Incorporated or as reported by the NASD Electronic
Bulletin Board, as appropriate. The closing price referred to in clause (ii)
above shall be the last reported sale price or, in case no such reported sale
takes place on such day, the average of the reported closing bid and asked
prices, in either case, in the NASDAQ National Market System or on the national
securities exchange on which the Common Stock is then listed. If the Common
Stock is not so listed or reported as provided herein, then the Current Market
Price shall be the price as determined in good faith by the Board of Directors
to be the fair market value per share.
5. Privileges of Stock Ownership. The holder of the Option shall not
have any of the rights or privileges of a stockholder of the Company with
respect to any Option Shares issuable upon the exercise of the Option until
certificates representing such Option Shares shall have been issued and
delivered by the Company to such holder.
6. Adjustments to Number and Purchase Price of Option Shares. If the
outstanding shares of the Common Stock of the Company are increased, decreased,
changed into or exchanged for a different number or kind of shares or securities
of the Company through merger, consolidation, combination, exchange of shares,
other reorganization, recapitalization, reclassification, stock dividend, stock
split or reverse stock split, but specifically not including any acquisition of
a subsidiary by means of a stock-for-stock merger or other exchange of stock, an
appropriate and proportionate adjustment shall be made in the maximum number and
kind of shares as to which the Option may be exercised pursuant to this
Agreement. Any such adjustment in shares subject to the Option shall be made
without change in the aggregate purchase price applicable to the unexercised
portion of the Option, but with a corresponding adjustment in the price for each
share covered by the Option.
Adjustments under this paragraph shall be made by the Board of
Directors of the Company consistent with the terms and provisions hereof, and
their good faith determination as to what adjustments shall be made, and the
extent thereof, shall be conclusive.
7. Legal Requirements.
a. The Company may require Optionee, or any transferee, as a
condition of exercising the Option, (1) to give written assurances
satisfactory to the Company as to the Optionee's knowledge and
experience in financial and business matters and/or to employ a
purchaser representative reasonably satisfactory to the Company who is
knowledgeable and experienced in financial and business matters, and
that he or she is capable of evaluating, alone or together with the
purchaser representative, the merits and risks of exercising the
Option; and (2) to give written assurances satisfactory to the Company
stating that such person is acquiring the Option Shares subject to the
Option for such person's own account and not with any present intention
of selling or otherwise distributing the Option Shares. These
requirements, and any assurances given pursuant to such requirements,
shall be inoperative if (i) the issuance of the Option Shares upon the
exercise of the Option has been registered under a then currently
effective registration statement under the Securities Act of 1933, as
amended (the "Securities Act"), or (ii) as to any particular
requirement, a determination is made by counsel for the Company that
such requirement need not be met in the circumstances under the then
applicable securities laws.
b. The Option and the Option Shares shall not be sold or
transferred until either (i) they first shall have been registered
<PAGE>
under the Securities Act, or (ii) the Company first shall have been
furnished with an opinion of legal counsel, reasonably satisfactory to
the Company, to the effect that such sale or transfer is exempt from
the registration requirements of the Securities Act.
c. Option Shares issued pursuant to this Option shall be subject
to the provisions of Section 3 of the Shareholders Agreement dated as
of March 31, 1995 between the Company, Optionee and certain other
persons. Certificates representing the Option Shares shall bear the
following legend:
"THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY
NOT BE TRANSFERRED, SOLD, PLEDGED, HYPOTHECATED, OR
OTHERWISE DISPOSED OF EXCEPT IN ACCORDANCE WITH AN
AGREEMENT BETWEEN THE COMPANY AND THE HOLDER OF THE
SECURITIES, A COPY OF WHICH IS ON FILE AT THE OFFICES
OF THE COMPANY."
The certificates evidencing the Option Shares issued upon exercise of the Option
will also bear the following restrictive legend:
"THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT
BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933
("THE ACT") AS AMENDED, AND MAY NOT BE OFFERED, SOLD
OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED
UNLESS AND UNTIL SUCH SHARES ARE REGISTERED UNDER THE
ACT OR AN OPINION OF COUNSEL SATISFACTORY TO THE
COMPANY IS OBTAINED TO THE EFFECT THAT SUCH
REGISTRATION IS NOT REQUIRED."
8. General Provisions.
a. The subject headings of the sections and paragraphs of this
Agreement are included for purposes of convenience only, and shall not
affect the construction or interpretation of any of its provisions.
b. This Agreement constitutes the entire agreement between the
parties pertaining to the subject matter contained in it and superseded
all prior and contemporaneous agreements, representations, and
understandings of the parties. No supplement, modification, or
amendment of this Agreement shall be binding unless executed in writing
by all of the parties. No waiver of any of the provisions of this
Agreement shall be deemed or shall constitute a continuing waiver. No
waiver shall be binding unless executed in writing by the party making
the waiver.
c. This Agreement may be executed simultaneously in one or more
counterparts, each of which shall be deemed an original, but all of
which together shall constitute one and the same instrument.
d. This Agreement shall be binding on, and shall inure to the
benefit of, the parties to it and their respective heirs, legal
representatives, successors and permitted assigns.
e. All representations, warranties, covenants and agreements of
the parties contained in this Agreement, or in any instrument,
certificate, opinion, or other writing provided for in it, shall
survive the execution and delivery hereof.
f. All notices, requests, demands and other communications under
this Agreement shall be in writing and shall be deemed to have been
duly given on the date of service if served personally on the party to
whom notice is to be given, or on the third day after mailing if mailed
to the party to whom notice is to be given, by first class mail,
registered or certified, postage prepaid, and properly addressed as
follows:
<PAGE>
To the Company: Robert Belau
President
Predictive Holdings, Inc.
145 Hudson Street, 6th Floor
New York, New York 10013
To Optionee:
Any party may change its address for purposes of this
paragraph by giving the other parties written notice of the new address in the
manner set forth above.
IN WITNESS WHEREOF, the parties have executed this Option
Agreement as of the day and year first above written.
"COMPANY"
PREDICTIVE HOLDINGS, INC.
By:
---------------------------
Name: Robert Belau, President
------------------------
"OPTIONEE"
------------------------------
Signed
<PAGE>
EXHIBIT 99.2
COMPENSATION AGREEMENT
Agreement made as of the ______ day of ____________, 199___ by and
between Predictive Systems, Inc., a Delaware corporation (the "Corporation"),
and _____________________ ("Optionee").
W I T N E S S E T H
WHEREAS, in consideration for services performed by Optionee,
the Corporation granted Optionee a stock option on __________________, ______ to
purchase _________ shares of the Corporation's Common Stock (the "Option") upon
the terms and conditions set forth in the documentation evidencing such Option.
NOW, THEREFORE, in consideration of the above premises, the
parties hereto agree as follows:
1. The Corporation and Optionee acknowledge and agree that the
Option is granted solely as compensation for services rendered the Corporation
by Optionee and not for any capital-raising purposes or in connection with any
capital-raising activities.
2. This agreement is intended solely to memorialize the
agreement and understanding which exists between Optionee and the Corporation
concerning the grant of the Option. Nothing herein or in the documentation
evidencing the Option is intended to provide Optionee with the right to remain
in the Corporation's service for any specific period, and Optionee's services
may be terminated at any time by the Corporation, for any reason, with or
without cause.
IN WITNESS WHEREOF, the parties hereto have executed this
agreement as of the date first above written.
PREDICTIVE SYSTEMS, INC.
By:
---------------------------------
OPTIONEE
------------------------------------
