<PAGE>
As filed with the
Securities and Exchange Commission
on October 17, 1996
Registration No. 33-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_______________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
WARRANTECH CORPORATION
(Exact name of registrant as specified in its charter)
<TABLE>
<S> <C> <C>
Delaware 300 Atlantic Street, Stamford, Connecticut 06901 13-3178732
(State or other jurisdiction (Address of Principal Executive Offices) (I.R.S. Employer
of incorporation or organization) Identification No.)
</TABLE>
1988 EMPLOYEE INCENTIVE STOCK OPTION PLAN
1996 SHORT TERM INCENTIVE COMPENSATION BONUS PROGRAM
(Full title of the plan)
OPTIONS GRANTED UNDER WRITTEN COMPENSATION CONTRACT WITH:
ROBERT M. COHEN & CO., INC.
Joel San Antonio
Chief Executive Officer
Warrantech Corporation
300 Atlantic Street
Stamford, Connecticut 06901
(203) 975-1100
(Name, address and telephone number of agent for service)
Copies to:
Ralph A. Siciliano, Esq.
Newman Tannenbaum Helpern Syracuse & Hirschtritt LLP
900 Third Avenue
New York, New York 10022
(212) 826-0800
Page 1 of 40
Exhibit Index appears on page 9
<PAGE>
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
TITLE OF SECURITIES TO BE SHARES PROPOSED PROPOSED AMOUNT OF
REGISTERED TO BE MAXIMUM MAXIMUM AGGREGATE REGISTRATION
REGISTERED OFFERING PRICE PER OFFERING PRICE FEE
SHARE
1988 EMPLOYEE STOCK OPTION PLAN SHARES
<S> <C> <C> <C> <C>
Common Stock
($.007 par value) 300,000(1) $9.38(2) $2,813,250 $852.50
1996 SHORT TERM INCENTIVE COMPENSATION BONUS PROGRAM SHARES
Common Stock
($.007 par value) 200,000(3) $9.38(4) $1,876,000 $568.48
SHARES ISSUABLE PURSUANT TO WRITTEN COMPENSATION CONTRACT
Common Stock
($.007 par value) 50,000(5) $5.00(6) $250,000 $75.76
TOTAL 550,000 __ $4,939,250 $1,496.74
</TABLE>
--------------------------
(1) Shares issuable under the 1988 Employee Stock Option Plan.
(2) Estimated in accordance with Rule 457(h) under the Securities Act of
1933 solely for the purpose of calculating the total registration fee.
Computation based upon the average of the high and low prices of the Common
Stock as reported on the Nasdaq National Market System on October 14, 1996
because the price at which the options to be granted in the future may be
exercised is not currently determinable.
(3) Shares issuable under the 1996 Short Term Incentive Compensation Bonus
Program.
(4) Estimated in accordance with Rule 457(h) under the Securities Act of
1933 solely for the purpose of calculating the total registration fee.
Computation based upon the average of the high and low prices of the Common
Stock as reported on the Nasdaq National Market System on October 14, 1996
because the price at which shares will be awarded under the Bonus Program in
the future is not currently determinable.
(5) Shares issuable pursuant to Robert M. Cohen & Co., Inc. Written
Compensation Contract.
(6) Based on the exercise price at which the options whose exercise will
result in the issuance of the shares being registered may be exercised.
(i)
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
Pursuant to Rule 428(b)(1), the information required by Item 1 and Item 2
of Part I is included in documents sent or given to: (a) participants in the
Warrantech Corporation 1988 Employee Incentive Stock Option Plan (the
"Plan"); (b) participants in the Warrantech Corporation 1996 Short Term
Incentive Compensation Bonus Program (the "Bonus Program"); and (c) Robert M.
Cohen & Co., Inc. pursuant to its written compensation contract with the
Registrant, pursuant to which options have been issued whose exercise will
result in the issuance of the shares being registered pursuant to this
Registration Statement.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.
The following documents filed by Warrantech Corporation (the
"Registrant") with the Securities and Exchange Commission are hereby
incorporated by reference:
(a) The Registrant's latest annual report on Form 10-K for the fiscal
year ended March 31, 1996.
(b) All other reports filed by the Registrant pursuant to Sections
13(a) or 15(d) of the Securities Exchange Act of 1934, since the end of the
fiscal year covered by the annual report referred to in (a) above.
(c) Items 1 and 2 of the Registrant's Amendment No. 1 to its
Registration Statement on Form 8-A filed on February 25, 1985, pursuant to
Section 12 of the Securities Exchange Act of 1934, as amended (the "Exchange
Act").
All documents subsequently filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a
post-effective amendment which indicates that all securities offered have
been sold or which deregisters all securities then remaining unsold, shall be
deemed to be incorporated by reference to this Registration Statement and to
be part hereof from the date of filing of such documents.
1
<PAGE>
The Registrant's Registration Statement on Form S-8 filed on August 10,
1994, Registration No. 33-82680, shall also be deemed to be incorporated by
reference to this Registration Statement and to be part hereof.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not Applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
1. As permitted by Sections 102 and 145 of the Delaware General
Corporation Law (as amended, 1993), the Registrant's Certificate of
Incorporation eliminates a director's personal liability for monetary damages
to the Registrant and its stockholders arising from a breach of a director's
fiduciary duty except for liability under Section 174 of the Delaware General
Corporation Law, or liability for any breach of the director's duty of
loyalty to the Registrant or its stockholders, for acts or omissions not in
good faith or which involve intentional misconduct or a knowing violation of
law or for any transaction from which the director derived an improper
personal benefit. The effect of this provision in the Certificate of
Incorporation is to eliminate the rights of the Registrant and its
stockholders (through stockholders' derivative suits on behalf of the
Registrant) to recover monetary damages against a director for breach of
fiduciary duty as a director (including breaches resulting from negligent or
grossly negligent behavior) except in the situations described above.
2. The Registrant's bylaws provide for the indemnification of officers,
directors and employees, and the Company has entered into an indemnification
agreement with each officer and director of the Registrant (an "Indemnitee").
Under the bylaws and such indemnification agreements, the Registrant must
indemnify an Indemnitee to the fullest extent permitted by Delaware law for
losses and expenses incurred in connection with actions in which the
Indemnitee is involved by reason of having been director or employee of the
Registrant (including attorney's fees). The Registrant is also obligated to
advance expenses an Indemnitee may incur in connection with such actions
before any resolution of the action, and the Indemnitee may sue to enforce
his or her right to indemnification or advancement of expenses.
3. The Registrant presently maintains policies of insurance under which
its directors and officers of Registrant are insured, within the limits and
subject to the limitations of the policies, against certain expenses in
connection with the defense of actions, suits or proceedings, and certain
liabilities which might be imposed as a result of such actions, suits
2
<PAGE>
or proceedings, to which they are parties by reason of being, or having been,
such directors or officers.
4. There is no litigation pending, and neither the Registrant nor any of
its directors know of any threatened litigation or proceeding which might
result in a claim for indemnification by any officer or director.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
<TABLE>
<CAPTION>
Number Document
<C> <S>
4.1(1) Certificate of Incorporation of Registrant
4.2(1) By-laws of Registrant
4.3 1988 Employee Incentive Stock Option Plan, as amended, and Form of
Option Agreement, for use with Plan
4.4 1996 Short Term Incentive Compensation Bonus Program
4.5 Robert M. Cohen & Co., Inc. Written Compensation Contract
5.1 Opinion of Counsel as to Legality of Securities Being Registered
23.1 Consent of Independent Accountants
23.2 Consent of Counsel (Contained in Exhibit 5.1 hereto)
24.1 Power of Attorney (see signature page)
</TABLE>
- ----------------
(1) Exhibits Nos. 4.1 and 4.2 are incorporated by reference to the
Registrant's Registration Statement on Form S-18 filed on November 23, 1983,
registration number 2-88097-NY.
3
<PAGE>
ITEM 9. UNDERTAKINGS.
A. The 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 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;
(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 of 1933, each filing of
the Registrant's annual report pursuant to Section 13(a) or Section 15(d) of
the Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
Registration Statement shall be deemed to be a new registration statement
relating to the securities offered herein, 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
Securities Act of 1933, as amended, may be permitted to directors, officers
and controlling persons of the registrant pursuant to the foregoing
provisions, or otherwise, the Registrant has been advised that in the opinion
of the Securities and Exchange Commission such indemnification is against
public policy as expressed in the 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 proceedings) 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 Act and will be governed by the
final adjudication of such issue.
4
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the city of Stamford, Connecticut on October
17, 1996.
WARRANTECH CORPORATION
By /s/ Joel San Antonio
-----------------------------
Joel San Antonio,
Chairman of the Board and
Principal Executive Officer
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes Joel San Antonio, William Tweed and Desiree Kim
Caban, jointly and severally, his attorneys-in-fact, each with full power of
substitution, for him in any and all capacities, to sign any amendments to
this Registration Statement on Form S-8, and to file the same, with exhibits
thereto and other documents in connection therewith, with the Securities and
Exchange Commission, hereby ratifying and confirming all that each of said
attorneys-in-fact, or his substitute or substitutes, may do or cause to be
done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement or amendment thereto has been signed by the following
persons in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
<C> <S> <C>
/s/ Joel San Antonio
- ---------------------- Chairman of the Board, October 17, 1996
Joel San Antonio Principal Executive Officer
and Director
/s/ Bernard J. White
- ---------------------- Vice President, Finance & October 17, 1996
Bernard J. White Treasurer/Chief Financial Officer
/s/ William Tweed
- ---------------------- Executive Vice President, October 17, 1996
William Tweed European Operations and Director
5
<PAGE>
/s/ Michael Salpeter
- ---------------------- President and Director October 17, 1996
Michael Salpeter
/s/ Desiree Kim Caban
- ---------------------- Secretary October 17, 1996
Desiree Kim Caban
/s/ Jeffrey J. White
- ---------------------- Director October 15, 1996
Jeffrey J. White
/s/ Lawrence Richenstein
- ---------------------- Director October 15, 1996
Lawrence Richenstein
</TABLE>
6
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT NUMBER EXHIBIT PAGE NUMBER
<C> <S> <C>
4.1 Certificate of Incorporation of Registrant (1)
4.2 By-laws of Registrant (1)
4.3 1988 Employee Incentive Stock Option Plan, as
amended, and Form of Option Agreement for use
with Plan
4.4 1996 Short Term Incentive Compensation Bonus
Program
4.5 Robert M. Cohen & Co., Inc. Written Compensation Contract
5.1 Opinion of Counsel as to legality of securities
being registered
23.1 Consent of Independent Accountants
23.2 Consent of Counsel (contained in Exhibit 5.1 hereto)
24.1 Power of Attorney (See signature Page)
</TABLE>
- ---------------
(1) Exhibits Nos. 4.1 and 4.2 are incorporated by reference
to THE REGISTRANT'S REGISTRATION STATEMENT on Form S-18 filed on November 23,
1983, registration number 2-88097-NY.
EXHIBIT 4.3
1988 EMPLOYEE INCENTIVE STOCK OPTION PLAN, AS AMENDED,
AND FORM OF OPTION AGREEMENT FOR USE WITH PLAN
<PAGE>
WARRANTECH CORPORATION
1988 EMPLOYEE INCENTIVE STOCK OPTION PLAN
(Amended as of July, 1996)
I. PURPOSE OF PLAN
---------------
The Purpose of this Plan is to enable Warrantech Corporation
(the "Company") to compete successfully in attracting, motivating
and retaining employees with outstanding abilities by making it
possible for them to purchase shares of the Company's Common
Stock on terms which will give them a direct and continuing
interest in the future success of the Company's business.
II. DEFINITIONS
-----------
"Board" means the Board of Directors of the Company.
"Code" means the United States Internal Revenue Code, as
amended.
"Effective Date" means the date the Plan is adopted by the
Board.
"Employee" means a person, including an officer, who is
regularly employed on a salary basis by the Company or its
subsidiary companies.
"Incentive Stock Option" means an option granted under this
Plan which the Board intends, at the time it is granted, to be an
incentive stock option within the meaning of Section 422A of the
Code.
<PAGE>
"Optionee" means a person to whom an Incentive Stock Option
has been granted under this Plan which has not expired or been
fully exercised or surrendered.
"Plan" means the Company's 1988 Employee Incentive Stock
Option Plan.
"Share" means a share of common stock of the Company.
III. LIMITS ON OPTIONS
-----------------
The total number of Shares with respect to which Incentive
Stock Options may be granted under this Plan shall not exceed in
the aggregate 600,000 Shares.
No Incentive Stock Option shall be granted to any Employee
who immediately after such option is granted, owns capital stock
of the Company possessing more than 10% of the total combined
voting power or value of all classes of capital stock of the
Company unless the option price at the time such Incentive Stock
Option is granted is at least 110 percent of the fair market
value of the Shares subject to the Incentive Stock Option and
such Incentive Stock Option is not exercisable by its terms after
the expiration of 5 years from the date of its grant.
The aggregate fair market value (determined as of the date
of grant) of each Incentive Stock Option granted to an Employee
with respect to which such option is exercisable for the first
time by such Employee during any calendar year shall not exceed
$100,000.
IV. GRANTING OF OPTIONS
-------------------
The Board is authorized to grant options pursuant to this
Plan to selected Employees, including employees who are members
<PAGE>
of the Board, beginning on the Effective Date. The number of
Shares, if any, optioned in each year, the Employees to whom
Incentive Stock Options are granted, the number of Shares
optioned to each Employee selected and the term of the Incentive
Stock Option shall be wholly within the discretion of the Board,
subject to terms and conditions set forth in this Plan.
V. TERMS OF STOCK OPTIONS
----------------------
Subject to Section 3 hereof, the terms of Incentive Stock
Options granted this Plan shall be as follows:
A. The option exercise price shall be fixed by the
Board but shall in no event be less than 100% of the
fair market value of the Shares subject to option on
the date the Incentive Stock Option is granted.
B. Incentive Stock Options shall not be transferable
other than by will or by the laws of descent and
distribution. No Incentive Stock Option shall be
subject, in whole or in part, to attachment, execution
or levy of any kind.
C. Each Incentive Stock Option shall expire and all
rights thereunder shall end at the expiration of such
period (which shall not be more than ten years) after
the date on which it was granted as shall be fixed by
the Board, subject to all cases to earlier expiration
as provided in subsections D and E of this Section 5 in
the event of termination of employment or death.
D. During the lifetime of an Optionee his Incentive
Stock Option shall be exercisable only by him and only
<PAGE>
while continuously employed by the Company, or within
30 days of termination of employment for any reason or
one year after termination of employment if the
Optionee is disabled within the meaning of Section
22(e)(3) of the Code (but not later than the end of the
period fixed by the Board in accordance with the
provisions of subsection (c) of this Section 5), but
only if and to the extent the Incentive Stock Option
was exercisable by him on the last day of such employ-
ment and only if he has not engaged in any conduct that directly
or indirectly adversely affects the Company.
E. If an Optionee dies within a period during which
his Incentive Stock Option could have been exercised by
him, his Incentive Stock Option may be exercised within
one year after his death (but not later than the end of
the period fixed by the Board in accordance with the
provisions of subsection (c) of this Section 5) by
those entitled under his will or the laws of descent
and distribution, but only if and to the extent such
Incentive Stock Option was exercisable by him
immediately prior to his death.
F. Subject to the foregoing terms and to such
additional terms regarding the exercise of the
Incentive Stock Options as the Board may fix at the
time of grant, Incentive Stock Options may be exercised
in whole at one time or in part from time to time.
<PAGE>
G. No Incentive Stock Option granted hereunder may be
exercised prior to the expiration of one year from the
date of grant.
H. Incentive Stock Options granted pursuant to this
Plan shall be evidenced by an agreement in writing
setting forth the material terms and conditions of the
grant, including, but not limited to, the number Shares
subject to option.
VI. RECAPITALIZATION AND REORGANIZATION OF THE COMPANY
--------------------------------------------------
A. The aggregate number of Shares subject to option
under this Plan will be appropriately adjusted if the number of
issued Shares of the Company is increased or reduced by change in
par value, combination, split-up, reclassification, distribution
of a dividend payable in stock, or the like after the Effective
Date. The number of Shares previously optioned and not
thereto-fore delivered and the option prices therefor shall
likewise be appropriately adjusted whenever the number of issued
Shares is increased or reduced by any procedure after the date or
dates on which such Shares were optioned. Shares covered by
Incentive Stock Options which have expired or which have been
surrendered or forfeited may again be optioned under this Plan.
Shares received by the Company in payment of all or of a portion
of the purchase price of Shares issued pursuant to the exercise
of any option granted hereunder may again be optioned under this
Plan.
B. In the event that the Company is succeeded by
another corporation in reorganization, merger, consolidation,
acquisition of property or stock, separation or liquidation, the
<PAGE>
successor corporation shall assume the obligations regarding the
outstanding options granted under this Plan or shall substitute
new options for them, with such modification by the successor
corporation as may be necessary continue their status or the
status of the substituted Incentive Stock Options as incentive
stock options for purposes of the Code.
VII. DELIVERY OF PAYMENT FOR SHARES
------------------------------
No Shares shall be delivered upon the exercise of an
Incentive Stock Option until the option price has been paid in
full, and if required by the Board, no Shares will be delivered
upon the exercise of an Incentive Stock Option until the Optionee
has given the Company (a) a satisfactory written statement that
he is purchasing the Shares as an investment and not with a view
to the sale or distribution of any of such Shares, and (b) a
written agreement not to sell any Shares received upon the
exercise of the Incentive Stock Option or any other Shares of the
Company that he may then own or thereafter acquire except either
(i) in compliance with the Securities Act of 1933, as amended
(provided that the Company shall be under no obligation to
register either the Plan, or any securities obtained by the
Optionee pursuant thereto, with the Securities and Exchange
Commission), or (ii) with the prior written approval of the
Company. Payment for Shares received pursuant to the exercise of
an option may be made either in cash or certified check, or
shares, or any combination thereof at the election of the
Optionee. If payment is made in Shares at the election of the
<PAGE>
Optionee, the value of the Shares received by the Company shall
be their fair market value.
VIII. TRANSFER OF SHARES UPON EXERCISE OF OPTIONS
-------------------------------------------
In the event that the Shares are registered under the
Securities Act of 1933, as amended, the Optionee may not sell
more than 50% of the Shares acquired upon exercise of an
Incentive Stock Option within the first year following such
exercise, and shall be permitted to sell all of such Shares
thereafter. The certificate(s) issued reflecting any such shares
shall bear a legend substantially as follows:
"No more than 50% of the shares represented by this
certificate may be sold within one year following the
date of original issue thereof. All of such shares may
be sold thereafter."
IX. CONTINUATION OF EMPLOYMENT
--------------------------
Neither this Plan nor any Incentive Stock Option
granted hereunder shall confer upon any Employee any right to
continue in the employ of the Company or limit in any respect the
right of the Company to terminate his employment at any time.
X. ADMINISTRATION
--------------
This Plan shall be administered by the Board, if each
member is disinterested, as that term is defined in Rule
16b-3(c)(2)(i) promulgated under the Securities Exchange Act of
1934, as amended, or a committee of two (2) or more of such
disinterested Board members, who will have sole discretion in
deciding the timing, pricing and amount of the grant or award.
In addition, the Board shall interpret the Plan and make all
other determinations necessary or advisable for its administration,
including such rules and regulations and procedures as it
<PAGE>
deems applicable. In the event of a disagreement as to the
interpretation of this Plan or any amendment hereto or any rule,
regulation or procedure hereunder or as to any right or obliga
tion arising from or related to this Plan, the decision of the
Board or the committee shall be final and binding upon all
persons in interest, including the Company and its stockholders.
XI. RESERVATION OF SHARES
---------------------
Shares delivered upon the exercise of an option shall,
in the discretion of the Board, be either Shares heretofore or
hereafter authorized and then unissued, or previously issued
shares heretofore or hereafter acquired through purchase in the
open market or otherwise, or some of each. The Company shall be
under no obligation to reserve or to retain in its treasury any
particular number of Shares at any time, and no particular
Shares, whether unissued or held as treasury Shares, shall be
identified as those optioned under this Plan.
XII. AMENDMENT OF PLAN
-----------------
The Board without further action by the stockholders
may amend this Plan from time to time as it deems desirable and
shall make any amendments which may be required so that options
intended to be incentive stock options (within the meaning of
Section 422A of the Code) shall at all times continue to be
incentive stock options for purpose of the Code; provided that no
such amendment shall increase the maximum number of Shares for
which Incentive Stock Options may be granted, reduce the minimum
option price, extend the option period with respect to any
Incentive Stock Option, permit the granting of Incentive Stock
<PAGE>
Options to anyone other than as provided in the Plan, or allow
administration of the Plan in a manner violative of Rule 16b-3.
XIII. TERMINATION OF THE PLAN
-----------------------
This Plan shall terminate ten (10) years from the date
the Plan is adopted by the Board. The Board may, in its
discretion, terminate this Plan at any time prior to such date,
but such termination shall not deprive Optionees of their rights
under their options.
XIV. EFFECTIVE DATE
This Plan shall become effective upon its adoption by
the Board and Incentive Stock Options hereunder may be granted at
any time on or after that date. However, no Incentive Stock
Option may be exercised unless this Plan is approved by a vote of
holders of a majority of the outstanding Shares of the Company's
Common Stock at a meeting of stockholders of the Company held
within twelve months after the Effective Date.
<PAGE>
WARRANTECH CORPORATION
300 ATLANTIC STREET
STAMFORD, CONNECTICUT 06901
Dated: ___________________
Re: Option to purchase _________
shares at $_______ per share
To: _________________, Optionee
1. Warrantech Corporation (the "Company"), deeming it
in its best interest that you remain in the employ of its organi
zation and as an incentive for you to so remain and have an
increasing interest in the Company as stockholder, hereby gives
and grants you, subject to all of the provisions, terms and
conditions contained in the Company's 1988 Employee Incentive
Stock Option Plan, as amended (the "Plan"), a copy of which is
annexed hereto and made a part hereof, and subject to the further
provisions hereof, the right and option to purchase up to the
aggregate number of shares of Common Stock of the Company, and at
the price per share, set forth above (the "Option"). Such
purchase price is not less than the fair market value of such
stock on the date above, which is the date the granting of such
option ("Date of Grant").
2. This Option may be exercised as to the first
_________ shares commencing on ___________________. This Option
may be exercised for another ________ shares commencing on
_____________. This Option on the remaining _______ shares may
be exercised on _____________.
3. This Option shall be exercisable by you only while
you are an employee of the Company or any subsidiary thereof, or
within 30 days of termination of such employment for any reason
except for termination of your employment due to disability
within the meaning of Section 22(e)(3) of the Internal Revenue
Code, in which case this Option shall be exercisable by you for a
period of one year after the date of such termination, but only
to the extent such option was exercisable by you pursuant to
paragraph 2 hereof at the time of such termination and only if
you have not engaged in any conduct that directly or indirectly
adversely affects the Company. This Option is exercisable only
by you, and is not transferrable by you, otherwise than by will,
or by the laws of descent and distribution. In the event of your
death, while you are an employee of the Company or any subsidiary
<PAGE>
thereof, the Option may be exercised by the executors or
administrators of your estate or by a person who acquired the
right to exercise the Option by bequest or inheritance or by
reason of your death, and then only if, and to the extent that,
you were entitled to exercise the Option at the date of your
death, up to a maximum exercise period of one year.
4. The exercise of this Option shall be made by the
delivery to the Company of a written notice of intention to exer
cise the Option, specifying the number of shares then to be
purchased under the Option and the date of such purchase (which,
unless the Company otherwise consents, shall be at least five
days and not more than fifteen days after the date of mailing of
such notice), and by the tender of payment to the Company on said
date of the purchase price of the number of shares specified in
such notice. Payment shall be made in cash or by certified check
or with previously acquired common stock of the Company having a
fair market value equal to the option price, or any combination
thereof.
5. Upon payment of the purchase price of the shares
specified in the notice, the Company shall deliver to you a
certificate or certificates for the shares purchased.
6. You may be required to make an appropriate repre
sentation at the time of any exercise of this Option that it is
your intention to acquire the shares being purchased for invest
ment and not for resale or distribution. In addition, you may be
required to agree in writing not to sell any shares acquired
pursuant to this Option or any other shares of the Company that
you may now or hereafter acquire except either (i) in compliance
with the Securities Act of 1933, as amended provided that the
Company shall be under no obligation to register either the Plan
or any securities obtained pursuant to your exercise of your
rights, hereunder, with the Securities and Exchange Commission,
or (ii) with prior written approval of the Company. An appro
priate legend restricting the sale of any such shares may be
placed upon the certificates representing such shares and any
resale must be in compliance with the Securities Act of 1933, as
amended, and the rules and regulations thereunder.
7. This agreement shall be binding upon and shall
inure to the benefit of any successors or assigns of the Company,
and, to the extent herein provided, shall be binding upon and
inure to the benefit of your legal representatives.
8. NEITHER THIS OPTION NOR THE SHARES THAT SHALL BE
RECEIVED UPON THE EXERCISE OF THIS OPTION HAVE BEEN REGISTERED OR
QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY
OTHER APPLICABLE STATE SECURITIES LAWS AND THE SHARES OBTAINED
PURSUANT TO THE EXERCISE OF THIS OPTION MAY BE OFFERED OR SOLD
ONLY IN COMPLIANCE WITH THE TERMS AND CONDITIONS OF THIS OPTION,
AND ONLY IF REGISTERED OR QUALIFIED PURSUANT TO SAID LAWS OR IF
<PAGE>
AN EXEMPTION FROM SUCH REGISTRATION, OR QUALIFICATION IS
AVAILABLE.
9. In the event that the shares that shall be
received upon the exercise of this Option are registered under
the Securities Act of 1933, as amended, you acknowledge and agree
that you shall be permitted to sell no more than 50% of the
shares acquired upon exercise of this Option within the first
year following such exercise, and you shall be permitted to sell
all of such shares thereafter. An appropriate legend restricting
the sale of any such shares may be placed upon the certificates
representing such shares.
10. This Option is not, and should not be deemed to
be, an employment agreement between you and the Company, and
nothing contained herein shall be deemed to confer upon you any
right to remain in the employ of the Company or any subsidiary
thereof, or in any way to limit the right of the Company or any
such subsidiary to terminate your employment.
11. If the foregoing is in accordance with your under
standing and approved by you, please so confirm by signing and
returning the duplicate of this letter enclosed for that purpose.
Very truly yours,
WARRANTECH CORPORATION
By:__________________________
I hereby confirm that the foregoing is in accordance
with my understanding and is hereby agreed and accepted in its
entirety as of the date of the above letter.
___________________________
__________________, Optionee
<PAGE>
EXHIBIT 4.4
1996 SHORT TERM INCENTIVE COMPENSATION BONUS PROGRAM
<PAGE>
1996 WARRANTECH SHORT TERM INCENTIVE COMPENSATION
BONUS INCENTIVE PROGRAM
1. PURPOSES. The Purpose of this Incentive Compensation Bonus
Program (the "Program") is to provide an incentive from time to time to
certain key employees of Warrantech Corporation (the "Corporation") upon whom
major responsibilities for the successful operation, administration and
management of the Corporation rest and whose present and potential
contributions are important to the continued success of the Corporation and
to enable the Corporation to attract and retain in is employ highly qualified
persons for the successful conduct of its business. The Corporation has
typically paid bonuses and commissions to employees who have attained certain
specified financial and sales goals. This Program reflects the Corporation's
decision to provide employees with the option of accepting shares of the
Corporation's Common Stock ("Common Stock") in lieu of cash for such bonuses
and commissions earned.
2. ADMINISTRATION OF PROGRAM. This Program will be administered
by the compensation committee of the Board of Directors (the "Committee") of
the Corporation. The Committee is authorized to interpret the Program and
may from time to time adopt such rules and regulations for carrying out the
Program as it may deem best. Decisions of the Committee shall be final,
conclusive and binding upon all parties, including the Corporation and the
participants.
<PAGE>
3. PARTICIPANTS. Participants in the Program shall be limited to
full time employees of the Corporation and its subsidiaries.
4. ELIGIBILITY FOR PARTICIPATION AND CALCULATION OF BONUS AMOUNT.
Eligible Employees from time to time shall be entitled to participate in the
Program with respect to a particular fiscal year of the Corporation based on
the attainment of certain specified operations and financial goals as
established in such fiscal year's budget.
Each fiscal year's gross operating income and net sales revenue
goals will be communicated to Employee in writing at the beginning of each
fiscal year. Targets for operating income and net sales revenue will be
established for each fiscal year.
Employee will receive a percentage of his/her base salary dependent
on the attainment of the fiscal year goals. If the Corporation achieves 100%
of its target goals, Employee will receive 100% of his/her targeted bonus.
For every 1% the Corporation exceeds its target goal, either in operating
income or sales revenue, Employee shall be entitled to an additional 1% of
his/her targeted bonus, over and above the 100% targeted bonus Employee
received for meeting the target goals.
5. DISTRIBUTIONS. Distributions and calculations of the amount of
awards shall be made annually as soon as practicable following the end of the
fiscal year. In determining distributions under the Program, the Corporation
shall rely upon the Corporation's financial statements as prepared by the
<PAGE>
Corporation's Independent Certified Public Accountants, which financial
statements shall be prepared in a manner consistent with generally accepted
accounting principles.
Management shall have the discretion to offer employees who are
entitled to cash bonuses described in this Program, as well as employees who
are entitled to receive compensation from the Corporation in the form of
commissions, Common Stock in lieu of cash. If management elects to offer
Common Stock in lieu of cash bonuses or commissions, employees may elect to
receive distributions in cash or in common stock. Management may value such
Common Stock for distribution purposes at a discount of up to 50% (to be
determined at management's discretion) from the fair market value thereof on
the date of notification of the Employee of the amount of his or her bonus or
the date on which the commissions were earned. "Fair market value," for
purposes of the Program, shall mean the closing price for the Corporation's
common stock as reported in the Wall Street Journal for such date of
notification. A maximum of 200,000 shares of Common Stock shall be available
for issuance in connection with the Program.
6. AMENDMENT OF PROGRAM. The Board may amend this Program from
time to time as it deems desirable.
7. TERMINATION OF THE PROGRAM. This Program shall terminate five
(5) years from the Effective Date as set forth below. The Board may, in its
discretion, terminate this Program at any time prior to such date.
<PAGE>
8. EFFECTIVE DATE. Upon adoption by the Board, this Program
became effective as of April 1, 1995 and distributions hereunder may be
awarded at any time on or after March 31, 1996, in accordance with the terms
hereof.
<PAGE>
EXHIBIT 4.5
ROBERT M. COHEN & CO., INC. WRITTEN COMPENSATION CONTRACT
<PAGE>
WARRANTECH
[LOGO]
As of September 5, 1995
Robert M. Cohen & Co., Inc.
287 Northern Boulevard
Suite 112
Great Neck, New York 11021
Gentlemen:
This letter confirms our agreement and understanding relating to the
basis upon which Warrantech Corporation (the "Company") will engage you to
perform financial consulting services, as described below, on its behalf:
1. Advice and assistance in obtaining capital and financing for the
Company; provided that assistance in raising capital shall be subject to
separate agreements which shall specify the compensation to be paid to you in
connection therewith;
2. Monitoring the Company's operations on an ongoing basis, periodically
submitting written recommendations, observations and/or suggestions to the
Company's Board of Directors as you deem appropriate, including comments with
respect to the effect that potential agreements or transactions may have on the
structure or organization of the Company and the ability of the Company to raise
capital of various types at different costs; provided that it is understood that
you will not provide any legal advice;
3. Investment banking consultation services as may be reasonably
requested and all other financial consulting services that are customary under
the circumstances, and assisting the Company in gaining better access to the
investor media and in developing institutional interest in the Company's stock,
through direct contacts by you, introduction of the Company and its management
to your contacts, arrangement of presentations by Company management to the
investor press and to selected prospective institutional investors and
arrangement of publication in the media of information about the Company.
300 Atlantic Street/Stamford, CT 06901/203-975-1100/FAX 203-357-0449
<PAGE>
Robert M. Cohen & Co., Inc.
Page 2
In performing such services, you hereby acknowledge your
responsibility to (a) use your best efforts to preserve the confidentiality of
any proprietary or not publicly available information or data provided to you by
the Company or developed by you with the Company's assistance, and (b) fully
disclose to those parties that you contact on the Company's behalf the capacity
in which you are contacting them and your relationship with the Company.
We hereby acknowledge to you that you may rely upon the accuracy of
information about the Company provided to you by the Company and the Company
shall indemnify and hold you harmless from and against any claims relating
solely thereto, provided that you promptly notify the Company of any such claims
and provide the Company with an opportunity to defend against or settle such
claims with counsel of its choice and provided that the Company will not
indemnify you against any claims that result from your own willful misconduct.
You agree that any and all activities performed by you shall be
performed subject to the limitations set forth above and in compliance with
applicable Federal and state securities laws, rules and regulations as well as
in accordance with applicable rules and regulations of the National Association
of Securities Dealers, Inc. and NASDAQ, and that you shall indemnify and hold
harmless the Company and its affiliates from and against claims relating to any
breach by you of the foregoing covenant or resulting from your negligence or
misconduct, provided that the Company promptly notifies you of any such claim
and offers you the opportunity to approve its selection of counsel for the
defense of such claim, such approval not to be unreasonably withheld or delayed.
The term of this agreement shall be for a period commencing September
5, 1995 and expiring on December 31, 1996. Notwithstanding the foregoing,
either party may terminate this agreement with or without cause at any time upon
delivery of written notice to the other party.
As compensation for the services to be rendered by you hereunder, and
in lieu of any cash compensation, the Company shall, subject to the approval of
the Company's Board of Directors, grant you options (the "Options") to purchase
an aggregate of 50,000 shares of the Company's common stock at an exercise price
of $5.00 per share, 25,000 of which options shall vest at December 31, 1995 and
shall be exercisable commencing September 5, 1996 and 25,000 of which options
shall vest on December 31, 1996 and be immediately exercisable, in each case
provided that this Agreement has not been terminated by either
<PAGE>
Robert M. Cohen & Co., Inc.
Page 3
party prior to such date in accordance with the terms hereof. No options shall
vest following termination of this Agreement. You shall have a period of five
years in which to exercise any vested option measured from the date of vesting
thereof.
As agreed, you shall have certain "piggy-back" registration rights
with respect to the common stock underlying the Options (hereinafter referred to
as the "Registerable Securities") (but not the Options themselves) as
hereinafter provided:
A. If at any time when you are unable to sell the Stock pursuant to
Rule 144 or another available exemption from registration, the Company proposes
to file with the Securities and Exchange Commission (the "SEC") a registration
statement under the Securities Act of 1933 as amended (the "Act") with respect
to any class of security (other than in connection with an offering to the
Company's employees) under the Act in a primary registration on behalf of the
Company and/or in a secondary registration on behalf of holders of such
securities and the registration form to be used may be used for registration of
the Registrable Securities, the Company will give prompt written notice to the
holders of Registrable Securities (regardless of whether some of the holders
shall have theretofore availed themselves of the registration rights provided
herein of its intention to file such registration statement and will offer to
include in such registration statement to the maximum extent possible, subject
to paragraphs (i) and (ii) below), such number of Registrable Securities with
respect to which the Company has received written requests for inclusion therein
within ten (10) days after the giving of notice by the Company. All
registrations requested pursuant hereto are referred to herein as "Piggyback
Registrations". This paragraph is not applicable to a registration statement
filed by the Company with the Commission on Forms S-4 or S-8 or any successor
forms.
(i) PRIORITY ON PRIMARY REGISTRATIONS. If a Piggyback
Registration includes an underwritten primary registration on
behalf of the Company and the underwriter(s) for the offering
being registered by the Company shall determine in good faith and
advise the Company in writing that in its/their opinion the
number of Registrable Securities requested to be included in such
registration exceeds the number that can be sold in such offering
without materially adversely affecting the distribution of such
securities by the Company, the Company will include in such
registration (A) first, the securities that the
<PAGE>
Robert M. Cohen & Co., Inc.
Page 4
Company proposes to sell and (B) second, securities requested to
be included in such registration, apportioned pro rata among the
Holders of Registrable Securities and holders of other securities
requesting registration.
(ii) PRIORITY ON SECONDARY REGISTRATIONS. If a Piggyback
Registration consists only of an underwritten secondary
registration on behalf of holders of securities of the Company
and the underwriter(s) for the offering being registered by the
Company advise the Company in writing that in its/their opinion
the number of Registrable Securities requested to be included in
such registration exceeds the number which can be sold in such
offering without materially adversely affecting the distribution
of such securities by the Company, the Company will include in
such registration (A) first, the securities requested to be
included therein by the holders requesting such registration and
the Registrable Securities requested to be included in such
registration above pro rata among all such holders on the basis
of the number of shares requested to be included by each such
holder and (B) second, other securities requested to be included
in such registration.
B. Notwithstanding the foregoing, if any such underwriter shall
determine in good faith and advise the Company in writing that the distribution
of the Registrable Securities requested to be included in the registration
concurrently with the securities being registered by the Company would
materially adversely affect the distribution of such securities by the Company,
then the Holders of such Registrable Securities shall delay their offering and
sale for such period ending with the earliest of (1) 90 days following the
effective date of the Company's registration statement, (2) the day upon which
the underwriting syndicate, if any, for such offering shall have been disbanded
or, (3) such date as the Company, managing underwriter and holders of
Registrable Securities shall otherwise agree. In the event of such delay, the
Company shall file such supplements, post-effective amendments and take any such
other steps as may be necessary to permit such holders to make their proposed
offering and sale for a period of 120 days immediately following the end of such
period of delay. If any party disapproves of the terms of any such
underwriting, it may elect to withdraw therefrom by written notice to the
Company and the underwriter.
<PAGE>
Robert M. Cohen & Co., Inc.
Page 5
C. Notwithstanding the foregoing, the Company shall not be required
to file a registration statement to include Shares pursuant hereto if an opinion
of independent counsel, reasonably satisfactory to counsel for the Company, that
the Shares proposed to be disposed of may be transferred pursuant to the
provisions of Rule 144 under the Act shall have been delivered to counsel for
the Company.
D. The Company agrees to bear the expenses of any registration
hereunder, including, but not limited to, legal, accounting and printing fees;
PROVIDED, HOWEVER, that in no event shall the Company be obligated to pay
(A) any fees and disbursements of special counsel for holders of Registrable
Securities, or (B) any underwriters' discount or commission in respect of such
Registrable Securities, or (C) any SEC or Blue Sky registration fees
attributable to the Registrable Securities included in such registration.
E. You shall furnish to the Company such information as the Company
shall reasonably require in connection with a Registration Statement.
F. The Company shall use its best efforts to cause the Registration
Statement to be filed in such "blue sky" jurisdictions as you may reasonable
request, but the Company shall not be required to do so if, in its discretion,
it determines that it would be required to register as a foreign corporation, to
consent to general service of process or to incur any tax liability.
G. In selling any of the Registrable Securities, the Company shall
comply with all applicable securities laws and regulations.
H. The Company shall indemnify you from any liability arising out of
any untrue statement or omission of a material fact in the Registration
Statement, or any prospectus or amendment relating thereto, or arising out of
any other material violation of any securities laws, unless the same shall arise
as a result of information supplied by you or the failure by you to deliver a
prospectus to any person. You shall indemnify the Company and each of its
controlling persons from any liability arising out of information supplied by
you or your failure to deliver a prospectus to any person.
You hereby represent and warrant that your entering into this
Agreement or providing services hereunder does not and will not violate any
obligation that you may have or constitute a
<PAGE>
Robert M. Cohen & Co., Inc.
Page 6
breach of the provisions of any agreement by which you are or may be bound.
This agreement constitutes the entire understanding and agreement
between the parties with respect to the subject matter covered in and all prior
or contemporaneous understanding, negotiations and agreements are herein merged.
This agreement may not be altered or modified, nor any of its provisions waived,
except by a document in writing signed by the party against whom such
alteration, modification or waiver are sought to be enforced. A waiver by
either party of any breach or omission of the other party is not deemed to be a
waiver of any subsequent or similar breach or omission. The terms and
provisions of this agreement shall be binding upon and shall inure to the
benefit of each party and its respective successors and assigns.
If the foregoing correctly sets forth the terms and conditions of our
agreement, please sign the enclosed copy of this agreement beneath the words
"Agreed to and Accepted" and return same to us in the envelope provided
herewith.
We look forward to working with you and to a long and mutually
satisfying relationship.
Very truly yours,
WARRANTECH CORPORATION
By: /s/ Bernard White
--------------------
Agreed to and Accepted:
ROBERT M. COHEN & CO., INC.
By:
--------------------
<PAGE>
EXHIBIT 5.1
OPINION OF COUNSEL
<PAGE>
[LETTERHEAD]
October 17, 1996
Warrantech Corporation
300 Atlantic Street
Stamford, CT 06901
RE: REGISTRATION STATEMENT ON FORM S-8
Gentlemen:
We have examined the Registration Statement to be filed by you with the
Securities and Exchange Commission on or about October 17, 1996 (the
"Registration Statement") in connection with the registration under the
Securities Act of 1933, as amended, of an aggregate of 300,000 shares of your
Common Stock issuable upon exercise of options to be granted under the
Warrantech Corporation 1988 Employee Incentive Stock Option Plan (the
"Plan"), 200,000 shares of your Common Stock issuable under the Warrantech
Corporation 1996 Short Term Incentive Compensation Bonus Program (the
"Program") and 50,000 shares of your Common Stock issuable upon the exercise
of options to be granted under the Written Compensation Contract with Robert
M. Cohen & Co., Inc. (the "Cohen Contract") (shares issuable pursuant to the
Plan, the Program and the Cohen Contract are herein collectively referred to
as the "Shares").
As counsel for Warrantech Corporation, we have examined the proceedings
taken and are familiar with the proceedings proposed to be taken by you in
connection with the sale and issuance of the Shares. It is our opinion that,
when issued and/or sold in the manner referred to in the Plan, the Program
and the Cohen Contract, respectively, and (with respect to the Plan) pursuant
to the respective agreements which accompany each grant under the Plan, the
Shares will be legally and validly issued, fully paid and non assessable.
We consent to the Registration Statement and further consent to the use
of our name wherever it appears in the Registration Statement and any
amendments to it.
Very truly yours,
/s/ Newman Tannenbaum Helpern
Syracuse & Hirschtritt LLP
----------------------------------
NEWMAN TANNENBAUM HELPERN
SYRACUSE & HIRSCHTRITT LLP
<PAGE>
EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS<PAGE>
<PAGE>
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in the Registration
Statement of Warrantech Corporation on Form S-8 of our report dated June
27, 1996 on our audits of the consolidated financial statements and financial
statement schedule of Warrantech Corporation as of March 31, 1996 and 1995, and
for the years then ended which is included in the Annual Report on Form 10-K.
/s/ COOPERS & LYBRAND L.L.P.
------------------------------
Coopers & Lybrand L.L.P.
Stamford, Connecticut
October 14, 1996
<PAGE>
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this Registration Statement
on Form S-8 pertaining to the Warrantech Corporation 1988 Employee Incentive
Stock Option Plan, the Warrantech Corporation 1996 Short-Term Incentive
Compensation Bonus Program, and Warrantech Corporation options granted under
certain Written Compensation Contract of our report dated June 1994 which
appears in the Annual Report on Form 10-K of Warrantech Corporation for the
year ended March 31, 1996.
/s/ DELOITTE & TOUCHE LLP
- --------------------------
Deloitte & Touche LLP
Stamford, Connecticut
October 14, 1996
