<PAGE>
As filed with the Securities and Exchange Commission on December 22, 1997
REGISTRATION NO.
===============================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
---------------
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
---------------
QUESTRON TECHNOLOGY, INC.
(Exact name of registrant as specified in its charter)
---------------
DELAWARE 23-2257354
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
6400 CONGRESS AVENUE, SUITE 200A 33487
BOCA RATON, FLORIDA (Zip Code)
(Address of principal executive offices)
1994 DIRECTOR NON-QUALIFIED STOCK OPTION PLAN
1996 STOCK OPTION PLAN
VARIOUS OTHER PLANS/AGREEMENTS
(Full titles of the plans)
---------------
DOMINIC A. POLIMENI
CHAIRMAN, PRESIDENT AND CHIEF EXECUTIVE OFFICER
QUESTRON TECHNOLOGY, INC.
6400 CONGRESS AVENUE, SUITE 200A
BOCA RATON, FLORIDA 33487
(Name and address of agent for service)
(561) 241-5251
(Telephone number, including area code, of agent for service)
---------------
COPY TO:
FREDERICK W. LONDON, ESQ.
GOULD & WILKIE
ONE CHASE MANHATTAN PLAZA
NEW YORK, NEW YORK 10005-1401
(212) 344-5680
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
================================================================================================================================
Title of securities to Amount to Proposed maximum Proposed maximum Amount of
be registered be registered offering price per unit aggregate offering price registration fee
- --------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, $.001 par value, issuable 250,000 $8.25(1) $2,062,500 $608.44
pursuant to 1996 Stock Option Plan
- --------------------------------------------------------------------------------------------------------------------------------
Common Stock, $.001 par value, issuable 9,000 $13.53(2) $121,770 $35.92
pursuant to 1994 Director Non-Qualified 135,000 $8.25(2) $1,113,750 $328.56
Stock Option Plan, as amended
- --------------------------------------------------------------------------------------------------------------------------------
Common Stock, $.001 par value, issuable 60,000 $6.275 $376,500 $111.07
pursuant to Stock Option Grant Agreement
- --------------------------------------------------------------------------------------------------------------------------------
Common Stock, $.001 par value, issuable 150,000 $3.75(3) $562,500 $165.94
pursuant to Exchange Agreement 1,500,000 $8.25(3) $12,375,000 $3,650.63
- --------------------------------------------------------------------------------------------------------------------------------
Common Stock, $.001 par value, issuable 215,000 $8.25(4) $1,773,750 $523.26
pursuant to various plans/agreements
- --------------------------------------------------------------------------------------------------------------------------------
Total 2,319,000 $18,385,770 $5,423.82
================================================================================================================================
<FN>
(1) Estimated, in accordance with Rule 457(c) and (h) under the Securities
Act of 1933, solely for the purpose of calculating the registration fee,
based upon the average of the closing bid and asked prices of the Common
Stock of Registrant on December 19, 1997.
(2) Pursuant to Rule 457(h), the registration fee is based on the average
exercise price of $13.53 per share of 9,000 currently outstanding
options. The registration fee for the remaining 135,000 options is
estimated on the basis of the average of the closing bid and asked prices
of the Common Stock of Registrant on December 19,1997.
(3) Pursuant to Rule 457(h), the registration fee is based on the exercise
price of $3.75 per share of 150,000 currently outstanding options. The
registration fee for the remaining 1,500,000 options is estimated in
accordance with Rule 457(c) and (h) under the Securities Act of 1933,
solely for the purpose of calculating the registration fee, based upon
the average of the closing bid and asked prices of the Common Stock of
Registrant on December 19, 1997.
(4) Estimated, in accordance with Rule 457(c) and (h) under the Securities
Act of 1933, solely for the purpose of calculating the registration fee,
based upon the average of the closing bid and asked prices of the Common
Stock of Registrant on December 19, 1997.
</TABLE>
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
The document(s) containing the information concerning the 1996 Stock
Option Plan and the 1994 Director Non-Qualified Stock Option Plan of Questron
Technology, Inc. (the "Registrant") specified in Part I of the instructions to
Registration Statement on Form S-8 have been or will be sent or given to the
participants in the Plans, as specified by Rule 428(b)(1) under the Securities
Act of 1933 (the "Securities Act"). In accordance with the Note to Part I of
the instructions to Registration Statement on Form S-8, such documents are not
filed with the Securities and Exchange Commission either as part of this
Registration Statement or as a prospectus or prospectus supplement pursuant to
Rule 424 under the Securities Act. These documents and the documents
incorporated by reference in this Registration Statement pursuant to Item 3 of
Part II hereof, taken together, constitute a prospectus that meets the
requirements of Section 10(a) of the Securities Act.
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents of Questron Technology, Inc. (the
"Registrant") which have been filed with the Securities and Exchange Commission
pursuant to the Securities Exchange Act of 1934 ("Exchange Act") (File No.
0-13324) are incorporated by reference into the Registration Statement.
(a) the Annual Report on Form 10-KSB for the fiscal year
ended December 31, 1996.
(b) Quarterly Reports on Form 10-QSB dated November 14, 1997,
August 14, 1997 and May 15, 1997 which include unaudited financial
statements for the nine month period ended September 30, 1997, the six
month period ended June 30, 1997, and the three month period ended
March 31, 1997, respectively.
(c) Current Report on Form 8-K dated October 7, 1997, as
amended by Form 8-K/A No. 1 filed on December 8, 1997.
All documents filed by the Registrant pursuant to Section 13(a),
13(c), 14 or 15(d) of the Exchange Act subsequent to the date hereof shall be
deemed to be incorporated by reference and a part of this Registration
Statement from the date of filing of such documents.
Also incorporated by reference into the Registration Statement is the
description of the Registrant's Common Stock contained in its Registration
Statement on Form SB-2 (No. 333- 18243), as amended.
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 Company's Certificate of Incorporation and By-laws contain
provisions which reduce the potential personal liability of directors for
certain monetary damages and provide for indemnity of directors and other
persons. The Company is unaware of any pending or threatened litigation against
the Company or its directors that would result in any liability for
II-1
<PAGE>
which such director would seek indemnification or similar protection.
The provisions affecting personal liability do not abrogate a
director's fiduciary duty to the Company and its shareholders, but eliminate
personal liability for monetary damages for breach of that duty. The provisions
do not, however, eliminate or limit the liability of a director for failing to
act in good faith, for engaging in intentional misconduct or knowingly
violating a law, for authorizing the illegal payment of a dividend or
repurchase of stock, for obtaining an improper personal benefit, for breaching
a director's duty of loyalty (which is generally described as the duty not to
engage in any transaction which involves a conflict between the interests of
the Company and those of the director) or for violations of the federal
securities laws. The provisions also limit liability resulting from grossly
negligent decisions, including grossly negligent business decisions relating to
attempts to change control of the Company.
The provisions regarding indemnification provide, in essence, that the
Company will indemnify its directors against expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred in connection with any action, suit or proceeding arising out of the
director's status as a director of the Company, including actions brought by or
on behalf of the Company (shareholder derivative actions). In the opinion of
the Securities and Exchange Commission, indemnification for liabilities arising
under the Securities Act of 1933 is contrary to public policy and, therefore,
is unenforceable.
The Company also maintains directors and officers liability insurance
for the benefit of its officers and directors.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
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<PAGE>
ITEM 8. EXHIBITS.
Exhibit No.* Description
- ----------- -----------
3.0 Certificate of Incorporation of the Registrant, incorporated by
reference to Exhibit 3(i) to the Registrant's Form 10-KSB filed with
the Securities and Exchange Commission for the fiscal year ended
December 31, 1987 (File No. 0-13324).
3.1 Certificate of Amendment, dated March 20, 1985, to Certificate of
Incorporation of the Registrant, incorporated by reference to Exhibit
4.1 to Amendment No. 1 of the Registrant's Registration Statement on
Form S-3 filed with the Securities and Exchange Commission on March 9,
1995 (File No. 33-44331).
3.2 Certificate of Amendment, dated June 9, 1989, to Certificate of
Incorporation of the Registrant, incorporated by reference to Exhibit
4.1 to Amendment No. 1 of the Registrant's Registration Statement on
Form S-3 filed with the Securities and Exchange Commission on March 9,
1995 (File No. 33-44331).
3.3 Certificate of Correction, dated May 17, 1991, to Certificate of
Incorporation of the Registrant, incorporated by reference to Exhibit
4.1 to Amendment No. 1 of the Registrant's Registration Statement on
Form S-3 filed with the Securities and Exchange Commission on March 9,
1995 (File No. 33-44331).
3.4 Certificate of Amendment, dated December 20, 1993, to Certificate of
Incorporation of the Registrant, incorporated by reference to Exhibit
3(i) to the Registrant's Form 10-KSB filed with the Securities and
Exchange Commission for the fiscal year ended December 31, 1993 (File
No. 0-13324).
3.5 Certificate of Amendment, dated December 22, 1993, to Certificate of
Incorporation of the Registrant, incorporated by reference to Exhibit
3.3 to the Registrant's Form 10-KSB filed with the Securities and
Exchange Commission for the fiscal year ended December 31, 1993 (File
No. 0-13324).
3.6 Certificate of Correction, dated July 19, 1994, to Certificate of
Incorporation of the Registrant, incorporated by reference to Exhibit
4.1 to Amendment No. 1 to the Registrant's Registration Statement on
Form S-3 filed with the Securities and Exchange Commission on March 9,
1995 (File No. 33-44331).
3.7 Certificate of Amendment, dated April 2, 1996, to Certificate of
Incorporation of the Registrant, incorporated by reference to Exhibit
3.5 to the Registrant's
- --------
* Exhibit No. as designated by Item 601 of Regulation S-K.
II-3
<PAGE>
Form 10-KSB filed with the Securities and Exchange Commission for the
fiscal year ended December 31, 1995 (File No. 0-13324).
3.8 Certificate of Amendment, dated December 31, 1996, to Certificate of
Incorporation of the Registrant, incorporated by reference to Exhibit
3.10 of the Registrant's Registration Statement on Form SB-2 filed
with the Securities and Exchange Commission on March 4, 1997 (File No.
333-18243).
3.9 By-Laws of the Registrant, incorporated by reference to Exhibit 3b(ii)
to the Registrant's Form 10-KSB filed with the Securities and Exchange
Commission for the fiscal year ended December 31, 1987 (File No.
0-13324).
3.10 Amendment to By-Laws of the Registrant, incorporated by reference to
Exhibit 3.4 of the Registrant's Form 10-KSB filed with the Securities
and Exchange Commission for the fiscal year ended December 31, 1992
(File No. 0-13324).
4.0 1996 Stock Option Plan, incorporated by reference to Exhibit 10.19 to
Amendment No.1 to the Registrant's Form SB-2 filed with the Securities
and Exchange Commission on February 25,1997 (File No. 333-18243).
4.1 Judicate, Inc. 1994 Director Non-Qualified Stock Option Plan,
incorporated by reference to Exhibit 10.28 of the Registrant's Form
10-KSB filed with the Securities and Exchange Commission for the
fiscal year ended December 31, 1993 (File No. 0-13324).
4.2 Judicate, Inc. 1994 Director Non-Qualified Stock Option Plan, as
amended and restated, incorporated by reference to Registrant's
Definitive Proxy Statement on Schedule 14A filed with the Securities
and Exchange Commission on March 7, 1996.
4.3 Stock Option Grant Agreement dated September 22, 1997 between the
Registrant and Don E. Bastian and Kathryn T. Bastian.
5.0 Opinion of Gould & Wilkie as to the legality of the securities being
offered.
24.1 Consent of Moore Stephens, P.C.
24.2 Consent of Gould & Wilkie (see Exhibit 5.0).
ITEM 9. UNDERTAKINGS.
(a) The undersigned Registrant hereby undertakes:
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<PAGE>
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3) of
the Securities Act;
(ii) To reflect in the prospectus any facts or events 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;
(iii) 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 (a)(1)(i) and (a)(1)(ii) do not apply if 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 Section 15(d) of the
Exchange Act that are incorporated by reference in the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, 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.
(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 offering.
(b) The undersigned Registrant hereby undertakes 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 into 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
bone fide offering thereof.
(c) 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 provisions referred to under Item 6 above, 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 by a director, officer or controlling
person of the Registrant in the successful defense of any
II-5
<PAGE>
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.
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<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 Boca Raton, Florida, on December 19, 1997.
QUESTRON TECHNOLOGY, INC.
By: /s/ DOMINIC A. POLIMENI
------------------------------
Dominic A. Polimeni
Chairman, President and
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ DOMINIC A. POLIMENI Chairman, President and December 19, 1997
- ---------------------------- Chief Executive Officer
Dominic A. Polimeni (Principal Executive Officer)
/s/ MILTON M. ADLER Treasurer, Secretary, December 19, 1997
- ---------------------------- Controller and Director
Milton M. Adler (Principal Financial Officer and
Principal Accounting Officer)
/s/ ROBERT V. GUBITOSI Director December 19, 1997
- ----------------------------
Robert V. Gubitosi
/s/ MITCHELL HYMOWITZ Director December 19, 1997
- ----------------------------
Mitchell Hymowitz
/s/ WILLIAM J. MCSHERRY, JR. Director December 19, 1997
- ----------------------------
William J. McSherry, Jr.
</TABLE>
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<PAGE>
EXHIBIT INDEX
Exhibit No. Description
- ----------- -----------
3.0 Certificate of Incorporation of the Registrant, incorporated by
reference to Exhibit 3(i) to the Registrant's Form 10-KSB filed with
the Securities and Exchange Commission for the fiscal year ended
December 31, 1987 (File No. 0-13324).
3.1 Certificate of Amendment, dated March 20, 1985, to Certificate of
Incorporation of the Registrant, incorporated by reference to Exhibit
4.1 to Amendment No. 1 of the Registrant's Registration Statement on
Form S-3 filed with the Securities and Exchange Commission on March 9,
1995 (File No. 33-44331).
3.2 Certificate of Amendment, dated June 9, 1989, to Certificate of
Incorporation of the Registrant, incorporated by reference to Exhibit
4.1 to Amendment No. 1 of the Registrant's Registration Statement on
Form S-3 filed with the Securities and Exchange Commission on March 9,
1995 (File No. 33-44331).
3.3 Certificate of Correction, dated May 17, 1991, to Certificate of
Incorporation of the Registrant, incorporated by reference to Exhibit
4.1 to Amendment No. 1 of the Registrant's Registration Statement on
Form S-3 filed with the Securities and Exchange Commission on March 9,
1995 (File No. 33-44331).
3.4 Certificate of Amendment, dated December 20, 1993, to Certificate of
Incorporation of the Registrant, incorporated by reference to Exhibit
3(i) to the Registrant's Form 10-KSB filed with the Securities and
Exchange Commission for the fiscal year ended December 31, 1993 (File
No. 0-13324).
3.5 Certificate of Amendment, dated December 22, 1993, to Certificate of
Incorporation of the Registrant, incorporated by reference to Exhibit
3.3 to the Registrant's Form 10-KSB filed with the Securities and
Exchange Commission for the fiscal year ended December 31, 1993 (File
No. 0-13324).
3.6 Certificate of Correction, dated July 19, 1994, to Certificate of
Incorporation of the Registrant, incorporated by reference to Exhibit
4.1 to Amendment No. 1 to the Registrant's Registration Statement on
Form S-3 filed with the Securities and Exchange Commission on March 9,
1995 (File No. 33-44331).
3.7 Certificate of Amendment, dated April 2, 1996, to Certificate of
Incorporation of the Registrant, incorporated by reference to Exhibit
3.5 to the Registrant's Form 10-KSB filed with the Securities and
Exchange Commission for the fiscal year ended December 31, 1995 (File
No. 0-13324).
3.8 Certificate of Amendment, dated December 31, 1996, to Certificate of
Incorporation of the Registrant, incorporated by reference to Exhibit
3.10 of the
<PAGE>
Registrant's Registration Statement on Form SB-2 filed with the
Securities and Exchange Commission on March 4, 1997 (File No.
333-18243).
3.9 By-Laws of the Registrant, incorporated by reference to Exhibit 3b(ii)
to the Registrant's Form 10-KSB filed with the Securities and Exchange
Commission for the fiscal year ended December 31, 1987 (File No.
0-13324).
3.10 Amendment to By-Laws of the Registrant, incorporated by reference to
Exhibit 3.4 of the Registrant's Form 10-KSB filed with the Securities
and Exchange Commission for the fiscal year ended December 31, 1992
(File No. 0-13324).
4.0 1996 Stock Option Plan, incorporated by reference to Exhibit 10.19 to
Amendment No.1 to the Registrant's Form SB-2 filed with the Securities
and Exchange Commission on February 25,1997 (File No. 333-18243).
4.1 Judicate, Inc. 1994 Director Non-Qualified Stock Option Plan,
incorporated by reference to Exhibit 10.28 of the Registrant's Form
10-KSB filed with the Securities and Exchange Commission for the
fiscal year ended December 31, 1993 (File No. 0-13324).
4.2 Judicate, Inc. 1994 Director Non-Qualified Stock Option Plan, as
amended and restated, incorporated by reference to Registrant's
Definitive Proxy Statement on Schedule 14A filed with the Securities
and Exchange Commission on March 7, 1996.
4.3 Stock Option Grant Agreement dated September 22, 1997 between the
Registrant and Don E. Bastian and Kathryn T. Bastian.
5.0 Opinion of Gould & Wilkie as to the legality of the securities being
offered.
24.1 Consent of Moore Stephens, P.C.
24.2 Consent of Gould & Wilkie (see Exhibit 5.0).
<PAGE>
EXHIBIT 4.3
NO. OF SHARES: 60,000
QUESTRON TECHNOLOGY, INC.
STOCK OPTION GRANT AGREEMENT
THIS AGREEMENT, made as of September 22, 1997, between QUESTRON
TECHNOLOGY, INC., a Delaware corporation ("Company"), with an address of 6400
Congress Avenue, Suite 200A, Boca Raton, Florida 33487 and Don E. Bastian and
Kathryn T. Bastian (collectively "Optionee"), with an address of 100 Hatcher
Lane, Hendersonville, Tennessee 37075.
1. GRANT OF OPTION
The Company, effective September, 1997 ("Date of Grant"), hereby
grants to the Optionee the right and the option ("Option") to purchase
all or any part of an aggregate of 60,000 shares of the Company's
Common Stock ($.001 per share par value) ("Common Stock") on the terms
and conditions herein set forth. Dividends, subscription rights, etc.
declared with respect to Common Stock prior to the exercise of the
Option are not included in the Option.
2. PURCHASE PRICE
The purchase price of the shares of Common Stock subject to the Option
shall be $6.275 per share. The forgoing is subject to adjustment as
provided in Section 4 below.
3. TERMS OF OPTION
A. EXPIRATION DATE. Notwithstanding anything herein to the
contrary, this option shall not be exercisable with respect
to any shares following ten (10) years from the date that the
option relating to such shares shall have vested and become
exercisable or such shorter time as prescribed herein.
B. EXERCISE. This Option shall vest and become exercisable upon
the Closing, as that term is defined in that Stock Purchase
Agreement dated as of August 29, 1997. This Option may be
exercised in whole or from time to time in part, by written
notice received by the Secretary or Treasurer of the Company
not later than 5:00 P.M. prevailing local time, on or prior
to the day the Option is to expire, specifying the number of
shares of Common Stock to be purchased, and accompanied by
full payment by certified or bank check or such other
instrument
<PAGE>
as the Company may accept. Payment in full or in part may
also be made in the form of shares of Common Stock owned by
the Optionee, which shall be free and clear of all liens,
encumbrances and restrictions of any kind whatsoever and
Optionee may be requested to represent and warrant to such
effect and to take such other steps with respect to this form
of payment as the Company shall require. Any such exercise
shall also be subject to receipt by the Company of the
representation and undertaking set forth in Section 3C
hereof. Upon such payment the Company will thereafter deliver
or cause to be delivered to the Optionee, at the office of
the Company, a certificate or certificates for the number of
shares with respect to which this Option is being exercised,
registered in the name of the Optionee; provided, however,
that if any law or regulation or order of the Securities and
Exchange Commission or other body having jurisdiction in the
premises shall require the Company or Optionee (or other
individual or individuals) to take any action in connection
with the shares then being purchased, the delivery of the
certificate or certificates for such shares shall be delayed
for the period necessary to take and complete such action.
C. SECURITIES LAW RESTRICTIONS. The Company agrees to use its
best efforts to cause the shares of common stock issuable
upon exercise of the Option to be registered at the Company's
expense on a Registration Statement on Form S-8 under the
Securities Act of 1933 ("Act") within ninety (90) days of the
Closing pursuant to that Stock Purchase Agreement dated as of
August 29, 1997. Unless a registration statement under the
Act has been filed and remains effective with respect to such
shares, the Company shall require that the offer and sale of
such shares be exempt from the registration provisions of the
Act. As a condition of such exemption, the Company shall
require a representation and undertaking, in form and
substance satisfactory to counsel for the Company, that the
Optionee is acquiring the shares for the Optionee's own
account for investment and not with a view to the
distribution or resale thereof and shall otherwise require
such representations and impose such conditions as shall
establish to the Company's satisfaction that the offer and
sale of such shares issuable upon the exercise of the Option
will not constitute a violation of the Act or any similar
state act affecting the offer and sale. If such shares are
issued in an exempt transaction, such shares shall bear the
following restrictive legend:
"The shares represented by this certificate
have not been registered under the Securities Act of
1933 and may not be sold, pledged, or otherwise
transferred except pursuant to an effective
registration statement under said Act, Rule 144 or
an opinion of counsel acceptable to the Company that
some other exemption from registration is
available."
If said shares were registered under the Act, to the extent
that Optionee is an "affiliate" of the Company, any reoffers
or resales of Common Stock must be held
-2-
<PAGE>
indefinitely unless (i) distribution of said Stock has been
made registered under the Act, (ii) a sale of said Stock is
made in conformity with the provisions of Rule 144 issued by
the Securities and Exchange Commission under the Act, or
(iii) in the opinion of counsel acceptable to the Company
some other exemption from registration is available.
4. ADJUSTMENTS
In the event of any merger, reorganization, consolidation,
recapitalization (including but not limited to the issuance of Common
Stock or any securities convertible into Common Stock in exchange for
securities of the Company), stock dividend, stock split or reverse
stock split, extraordinary distribution with respect to the Common
Stock or other similar change in corporate structure affecting the
Common Stock, such substitution or adjustments shall be made in the
aggregate number of shares of Common Stock then subject to the Option
and in the Option price as may be determined to be appropriate by the
Board of Directors of the Company, in its reasonable discretion;
provided, however, that the number of shares of Common Stock subject
to this Option shall always be a whole number.
5. TAXES
The Company's obligation to deliver shares of Common Stock upon
exercise of this Option in whole or in part, shall be subject to
satisfaction of any applicable federal, state and local tax
obligations.
6. ACCEPTANCE OF PROVISIONS
The execution of this Agreement by the Optionee shall constitute the
Optionee's acceptance of and agreement to all of the terms and
conditions of this Agreement.
7. NOTICES
All notices and other communications required or permitted under this
Agreement shall be in writing and shall be given either by (i)
personal delivery or regular mail or, (ii) first class registered or
certified mail, return receipt requested. Any such communication shall
be deemed to have been given on the date of receipt in the cases
referred to in clause (i) of the preceding sentence and on the second
day after the date of mailing in the cases referred to in clause (ii)
of the preceding sentence. All such communications to the Company
shall be addressed to it, to the attention of its Secretary or
Treasurer, at its principal office at the address first set forth
above, and to the Optionee at its address first set forth above, or,
in each case, to such other person or address as may be designated by
like notice hereunder.
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<PAGE>
8. SHARES RESERVED
The Company shall at all times during the term of this Agreement
reserve and keep available such number of shares of its Common Stock
as will be sufficient to satisfy the requirements of this Agreement,
and shall pay all original issue taxes on the exercise of this Option,
and all other fees and expenses necessarily incurred by the Company in
connection therewith.
9. SUCCESSORS
This Agreement shall be binding upon any successor of the Company.
10. MISCELLANEOUS
This Agreement contains a complete statement of all the arrangements
between the parties with respect to its subject matter, and this
Agreement shall be governed by and construed in accordance with the
laws of the State of Delaware applicable to agreements made and to be
performed exclusively in Delaware. The headings in this Agreement are
solely for convenience of reference and shall not affect its meaning
or interpretation.
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<PAGE>
QUESTRON TECHNOLOGY, INC. OPTIONEE
By: /s/ DOMINIC A. POLIMENI /s/ DON E. BASTIAN
---------------------------------- ---------------------------------
Name: Dominic A. Polimeni Don E. Bastian
Title: Chairman, President,
and Chief Executive
Officer /s/ KATHRYN T. BASTIAN
---------------------------------
Kathryn T. Bastian
-5-
<PAGE>
EXHIBIT 5.0
[LETTERHEAD OF GOULD & WILKIE]
December 22, 1997
Questron Technology, Inc.
6400 Congress Avenue
Suite 200A
Boca Raton, Florida 33487
Re: QUESTRON TECHNOLOGY, INC.
REGISTRATION STATEMENT ON FORM S-8
----------------------------------
Ladies and Gentlemen:
We are counsel to Questron Technology, Inc., a Delaware
corporation (the "Company"), and have represented the Company in connection
with the Registration Statement on Form S-8 (the "Registration Statement")
being filed by the Company with the Securities and Exchange Commission under
the Securities Act of 1933, as amended (the "Securities Act") with respect to
the offer and sale of 2,319,000 shares of common stock of the Company, par
value $.001 per share (the "Shares") pursuant to the 1996 Stock Option Plan
(the "1996 Plan"), the 1994 Director Non-Qualified Stock Option Plan, as
amended (the "1994 Directors Plan"), a stock option grant agreement between the
Company and Don E. Bastian, a consultant of the Company (the "Stock Option
Agreement"), an Exchange Agreement among Gulfstream Financial Group, Inc.,
Phillip D. Schwiebert and the Company (the "Exchange Agreement") and certain
employment agreements between the Company and James W. Taylor, Doug Zadow and
Terry Bastian, respectively (collectively, the "Employment Agreements").
We have acted as securities counsel for the Company in
connection with the transactions which are the subject matter of the
Registration Statement and are familiar with the various corporate proceedings
related thereto. In rendering this opinion, we have examined copies of the 1996
Plan, the 1994 Directors Plan, the Stock Option Agreement, the Exchange
Agreement, the Employment Agreements, the Registration Statement, such
corporate records of the Company and such other instruments, documents and
certificates as we have deemed necessary as a basis for our opinion. For
purposes of this opinion, we have assumed (i) the accuracy and completeness of
all information supplied by the Company, its officers, directors, or agents,
(ii) that the transactions set forth in the Registration Statement are
consummated as set forth therein, (iii) that the Commission shall have issued
an order under the Securities Act of 1933, as amended, declaring the
Registration Statement effective, and (iv) that all requisite authorizations,
approvals, consents or exemptions under the securities laws of the various
states and other jurisdictions of the United States of America shall have been
obtained.
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Questron Technology, Inc. - 2 - December 22, 1997
Based on the foregoing, we are of the opinion that the Shares
to be sold in accordance with the Registration Statement are duly authorized
and upon issuance, delivery and sale thereof, for the consideration
contemplated by the aforementioned plans and/or agreements, will be legally
issued, fully paid and non-assessable.
We hereby consent to the filing of this opinion as an exhibit
to the Registration Statement and as a part of, or an exhibit to, any document
which may be filed with respect to the proposed transactions under the
securities laws of the various states and other jurisdictions of the United
States of America. We also consent to be named in the Registration Statement
and in the Prospectus which constitutes a legal part thereof as the counsel
that will pass upon certain legal matters for the Company in connection with
the sale of the Company's securities.
Very truly yours,
GOULD & WILKIE
Enclosures
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EXHIBIT 24.1
CONSENT OF CERTIFIED PUBLIC ACCOUNTANTS
We hereby consent to the incorporation by reference in this
Registration Statement on Form S-8 of our report dated March 19, 1997 on our
audit of the consolidated financial statements of Questron Technology, Inc.
(the "Company") and its subsidiaries, for the year ended December 31, 1996
included in the Company's Annual Report on Form 10-KSB dated March 31, 1997. We
also consent to the reference to our firm under the caption "Experts."
MOORE STEPHENS, P.C.
Certified Public Accountants
Cranford, New Jersey
December 19, 1997
