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Company: Laser Corporation
Ticker: LSER
Exchange: NASDAQ Small-Cap Market Tier
Form-Type: S-8
Document-Date: September 8, 1997
Filing-Date: September 8, 1997
As filed with the
Securities and Exchange Commission on
September 8, 1997
Registration No. 333 - __________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S - 8
REGISTRATION STATEMENT
UNDER THE
SECURITIES ACT OF 1933
LASER CORPORATION
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(Exact name of registrant as specified in its charter)
UTAH 87-0395567
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(State or other jurisdiction of (IRS Employer Identification No.)
incorporation or organization)
1832 South 3850 West
Salt Lake City, UT 84104
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(Address of principal executive offices) (zip code)
LASER CORPORATION INCENTIVE STOCK OPTION PLAN
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(Full title of the plan)
B. JOYCE WICKHAM
President and Chief Executive Officer
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LASER CORPORATION
1832 South 3850 West
Salt Lake City, UT 84104
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(Name and address of agent for service)
(801) 972 - 1311
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(Telephone number, including area code, of agent for service)
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Calculation of Registration Fee
=========================|===========================|==========================
Title of Securities Proposed Maximum Offering
to be Registered Amount to be Registered(1) Price Per Share (2)
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Common Stock,
$0.05 par value 50,000 $2.75
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Title of Securities Proposed Maximum Amount of
to be Registered Aggregate Offering Price(2) Registration Fee
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Common Stock,
$0.05 par value $137,500 $41.67
=========================|===========================|==========================
(1) This Registration Statement shall also cover any additional shares of
Common Stock which become issuable under the Incentive Stock Option Plan
by reason of any stock dividend, stock split, recapitalization or other
similar transaction effected without the receipt of consideration which
results in an increase in the number of the outstanding shares of Common
Stock of Laser Corporation.
(2) Calculated solely for purposes of this offering under Rule 457(h) of the
Securities Act of 1933, as amended (the "1933 Act"), on the last reported
sales price per share of Common Stock of Laser Corporation, as reported by
NASDAQ Small-Cap Market Tier of the NASDAQ Stock Market on July 12, 1997.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
Laser Corporation (the "Registrant") hereby incorporates by reference into
this Registration Statement the following documents previously filed with the
Securities and Exchange Commission (the "SEC"):
(a) The Registrant's report on Form 10-KSB for the fiscal year ended
December 31, 1996;
(b) The Registrant's report on Form 10-QSB for the fiscal quarter ended
June 30, 1997; and
(c) The Registrant's Registration Statement No. L191800 on Form 8-A filed
with the SEC on March 22, 1985 pursuant to Section 12 of the Securities Exchange
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Act of 1934, as amended (the "1934 Act"), in which there is described the terms,
rights and provisions applicable to the Registrant's outstanding Common Stock.
All reports and definitive proxy or information statements filed pursuant
to Section 13(a), 13(c) 14 or 15(d) of 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
deregisters 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.
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 Articles of Incorporation provide for the indemnification
of the Registrant's directors and officers to the fullest extent permitted by
the Utah Revised Business Corporation Act ("URBCA"). The liability of directors
and officers of the Registrant is limited such that a director or officer is not
liable to the Registrant or its shareholders for any action taken or any failure
to take any action, as an officer or director, as the case may be, unless:
(i) the director or officer has breached or failed to perform the duties
of the office in compliance Section 16-10(a)-841 of the URBCA; and
(ii) the breach or failure to perform constitutes gross negligence,
willful misconduct, or intentional infliction of harm on the Registrant or its
shareholders.
Directors of the Registrant are personally liable if such director votes for or
assents to an unlawful distribution under the URBCA or the Registrant's Articles
of Incorporation.
The Registrant will pursuant to Section 16-10a-902 of the URBCA, indemnify
an individual, made party to a proceeding because he was a director, against
liability incurred in the proceeding if:
(i) the director's conduct was in good faith;
(ii) the director reasonably believed that his conduct was in, or not
opposed to, the Registrant's best interests; and
(iii) in the case of any criminal proceeding, he has no reasonable cause
to believe his conduct was unlawful; provided that, the Registrant may not
indemnify the same director if (a) indemnification is sought in connection
with a proceeding by or in the right of the Registrant in which the director
was adjudged liable to the Registrant or (b) indemnification is sought in
connection with any other proceeding charging that the director derived
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an impersonal personal benefit, whether or not including action in his official
capacity, in which proceeding he was adjudged liable on the basis that he
derived an improper personal benefit.
Indemnification under this section in connection with a proceeding by or in the
right of the Registrant is limited to reasonable expenses incurred in connection
with the proceeding.
In accordance with Section 16-10a-903 of the URBCA, the Registrant shall
indemnify a director or an officer, who is successful on the merits or
otherwise, in defense of any proceeding, or in the defense of any claim, issue
or matter in the proceeding, to which he was a party because he is or was a
director or an officer of the Registrant, as the case may be, against reasonable
expenses incurred by him in connection with the proceeding or claim with respect
to which he has been successful.
In accordance with Section 16-10a-1-904 of the URBCA, the Registrant will
pay or reimburse the reasonable expenses incurred by a party to a proceeding in
advance of the final disposition of the proceeding, provided that:
(i) the director furnishes the corporation a written affirmation of his
good faith belief that he has met the applicable standard of conduct described
in Section 16-10a-902 of the URBCA;
(ii) the director furnishes to the Registrant a written undertaking,
executed personally or on his behalf, to repay the advance if it is ultimately
determined that he did not meet such standard of conduct; and
(iii) a determination is made that the facts then known to those making
the determination would not preclude indemnification thereunder.
Section 16-10a-905 permits a director or officer who is or was a party to a
proceeding to apply for indemnification to the court conducting the proceeding
or another court of competent jurisdiction.
The Registrant will indemnify and advance expenses to an officer, employee,
fiduciary or agent of the Registrant to the same extent as a director; or to a
greater extent in some instances if not inconsistent with public policy.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
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ITEM 8. EXHIBITS
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No. Exhibit
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5 Opinion and consent of Prince, Yeates & Geldzahler, P.C.
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23.1 Consent of Tanner + Co., independent accounts
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23.2 Consent of Prince, Yeates & Geldzahler, P.C. is contained in
Exhibit 5
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24 Power of Attorney
Reference is made to page 6 of this Registration Statement
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99.1 Incentive Stock Option Plan
Incorporated by reference as previously filed with the SEC
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99.2 Form of Incentive Stock Option Certificate to be generally used
in connection with the Incentive Stock Option Plan
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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 paragraphs 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
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statement relating to the securities offered therein and the offering of such
securities at the 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 Registrant's Incentive Stock Option Plan.
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 SEC, such
indemnification is against public policy as expressed in the 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.
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 Salt Lake City, Utah on this 8 day of September, 1997.
LASER CORPORATION
By: /s/ B. Joyce Wickham
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B. Joyce Wickham
President, Chief Executive
Officer and Director
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POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS:
That the undersigned officers and directors of Laser Corporation, a Utah
corporation, do hereby constitute and appoint B. Joyce Wickham and Mark L.
Ballard, and either of them, the lawful attorneys-in-fact and agents with full
power and authority to do any and all acts and things and to execute any and all
instruments which said attorneys and agents, and either one of them, determine
may be necessary or advisable or required to enable said corporation to comply
with the Securities Act of 1933, as amended, and any rules or regulations or
requirements of the Securities and Exchange Commission in connection with this
Registration Statement. Without limiting the generality of the foregoing power
and authority, the powers granted include the power and authority to sign the
names of the undersigned officers and directors in the capacities indicated
below to this Registration Statement, to any and all amendments, both pre-
effective and post-effective, and supplements to this Registration Statement,
and to any and all instruments or documents filed as part of or in conjunction
with this Registration Statement or amendments or supplements thereof, and
either of the undersigned hereby ratifies and confirms that all said attorneys
and agents, or either one of them, shall do or cause to be done by virtue
hereof. This Power of Attorney may be signed in several counterparts.
IN WITNESS WHEREOF, each of the undersigned has executed this Power of
Attorney as of the date indicated.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed below by the following persons in
the capacities and on the dates indicated.
Signature Title Date
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President, Chief Executive
/s/ B. Joyce Wickham Officer, Treasurer & Director September 8, 1997
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B. Joyce Wickham
/s/ Mark L. Ballard Vice President and Director September 8, 1997
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Mark L. Ballard
/s/ Reo K. Larsen General Accounting Manager September 8, 1997
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Reo K. Larsen
/s/ Rod O. Julander Director September 8, 1997
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Rod O. Julander
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EXHIBIT INDEX
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Sequentially
Exhibit Numbered
No. Exhibit Page
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5 Opinion and consent of Prince, Yeates & Geldzahler
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23.1 Consent of Tanner + Co., Independent Accountants
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23.2 Consent of Prince, Yeates & Geldzahler is contained in
Exhibit 5
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24 Power of Attorney
Reference is made to page 6 of this Registration Statement
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99.1 Incentive Stock Option Plan
Incorporated by reference as previously filed with the
SEC
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99.2 Form of Incentive Stock Option Certificate to be generally
used in connection with the Incentive Stock Option Plan
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August 19, 1997
Laser Corporation
1832 South 3850 West
Salt Lake City, UT 84104
Re: Registration Statement on Form S-8 relating to the Laser
Corporation Incentive Stock Option Plan (the "Plan")
Dear Sirs or Mesdames:
We have acted as counsel for Laser Corporation, a Utah corporation (the
"Company"), in connection with the registration under the Securities Act of
1933, as amended (the "Act"), of an aggregate of 50,000 shares of the Company's
Common Stock, par value $0.05 per share (the "Shares") to be issued in
accordance with the terms of the Plan.
In connection with the foregoing, we have examined the originals or copies,
certified or otherwise authenticated to our satisfaction, of such corporate
records of the Company and other instruments and documents as we have deemed
necessary to require as a basis for the opinion hereinafter expressed.
Based upon the foregoing and in reliance thereon, it is our opinion that
the Shares described in the above-referenced Registration Statement, when issued
pursuant to the terms of the Plan, will be validly issued, fully paid and
nonassessable.
We consent to the filing of this opinion as an exhibit to the Registration
Statement. In giving this consent, we do not thereby admit that we come within
the category of persons whose consent is required under Section 7 of the Act or
the rules and regulations of the Securities and Exchange Commission promulgated
thereunder.
Sincerely,
PRINCE, YEATES & GELDZAHLER
By:/s/ Gregory E. Lindley, Shareholder
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Gregory E. Lindley, Shareholder
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CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated February 14, 1997, which appears on
page F-1 of the 1996 Form 10KSB of Laser Corporation, and to the references to
our Firm under the caption "Experts" in the Prospectus.
TANNER + CO.
Salt Lake City, Utah
September 8, 1997
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Certificate No.____
INCENTIVE STOCK OPTION CERTIFICATE
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1. Stock Option. This certifies that _______________ (the "Holder") is
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the Holder of an incentive stock option (the "Option") to acquire at _________
______ Dollars ($_______) per share _______ shares of the common stock, par
value $0.05 per share ("Stock"), of Laser Corporation, a Utah corporation (the
"Company"). The Options evidenced by this Certificate are intended to qualify
as incentive stock options within the meaning of section 422A of the Internal
Revenue Code of 1986, as amended (the "Code") and are issued as of __________
and expire at 5:00 P.M., Salt Lake City, Utah time, on __________ (the
"Expiration Time"). The Options are granted pursuant to the Laser Corporation
Incentive Stock Option Plan (amended and restated, effective December 23,1988).
2. Method for Exercising the Option.
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(a) The Option may be exercised only by delivery to the Company of
this Certificate specifying the number of shares with respect to which the
Option is exercised and duly endorsed by the Holder (or other person authorized
by this Certificate to exercise the Option) with the signature guaranteed by a
guarantor reasonably acceptable to the Company's transfer agent. At least one
hundred shares must be purchased at any one time unless the Holder is exercising
the Option in full. At the request of the Company, the Holder shall also
represent that he is purchasing such stock for investment purposes only and
shall agree not to sell any Stock purchased pursuant to the Option in any
manner that is in violation of the Securities Act of 1933, as amended, or any
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applicable state law. Such restrictions or notice thereof shall be placed on
the certificates representing the Stock purchased pursuant to the Option, and
the Company may refuse to issue the certificates or to transfer the shares on
its books unless it is satisfied that no violation of such restrictions will
occur. The purchase of such Stock shall take place at the principal offices of
the Company within thirty days following delivery of the duly endorsed option
Certificate at which time the purchase price for the Stock shall be paid in full
by any of the methods or combination of the methods set forth in section 2(b)
below. A properly executed certificate or certificates representing the Stock
shall be delivered to the Holder. If certificates are used to pay all or part
of the exercise price, upon such payment, separate certificates shall be
delivered representing each certificate so used, and an additional certificate
shall be delivered representing any additional shares to which the Holder is
entitled as a result of the exercise of the Option. If the Holder does not
exercise the Option in full, the Company shall issue a new option Certificate
covering the unexercised shares and deliver the new option Certificate to the
Holder within a reasonable time.
(b) The exercise price shall be paid any of the following methods or
any combination of the following methods, as the Stock Option Committee (the
"Committee") shall determine in its sole discretion:
(i) by certified or cashier's check payable to the
order of the Company; or
(ii) by delivery to the Company of certificates
representing the number of shares then owned by the
Holder, the fair market value of which equals the
purchase price of the Stock purchased pursuant to the
Option, properly endorsed for transfer to the Company;
provided however, that the Option may not be exercised
by delivery to the Company of certificates representing
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Stock, unless such Stock has been held by the Holder
for more than six months; for purposes of this Plan,
the "fair market value" of any shares of Stock
delivered in payment of the purchase price upon
exercise of the Option shall be determined pursuant
to section 2(c) below; the exercise date shall be
the day of delivery of the notice of exercise.
(c) (i) Privately Traded Shares. If shares of the Stock are not
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publicly traded on a stock exchange, in an over-the-counter market or otherwise,
the fair market value of the Stock on the day in question shall be determined in
good faith by the board of directors of the Company (the "Board") based upon the
following factors: (i) the Company's net worth; (ii) the Company's prospective
earnings; (iii) the Company's dividend history and dividend potential; (iv) the
goodwill of the Company's business; (v) the economic outlook in the industry or
industries in which the Company is engaged; (vi) the value of any non-operating
assets owned by the Company (to the extent such assets have not been considered
in determining the Company's net worth, dividend potential, and prospective
earnings); (vii) the value of securities of similar businesses that are publicly
traded; (viii) the price at which any shares of the Stock have been sold in any
recent arm's-length transactions. If the Board is unable to determine the fair
market value of the Stock, the Board may employ an independent appraiser who
shall assist the Board in determining such fair market value.
(ii) Publicly Traded Shares. If the outstanding shares of
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the Stock are publicly traded on a stock exchange, in an over-the-counter
market or otherwise, the fair market value of the Stock shall be the mean of
the high sales price and the low sales price of the Stock on the day in
question. If such information is not available on the day in question,
the fair market value of the Stock shall be the mean of the closing bid and
asked prices on the day prior to the day in question on: (i) the New York
Stock Exchange; (ii) if the Stock is not listed or admitted to trading on
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such Exchange, on the principal United States securities exchange registered
under the Securities Act of 1934 on which the Stock is listed or admitted to
trading; (iii) if the Stock is not listed or admitted to trading on any such
securities exchange, in the over-the- counter market as reported by the National
Association of Securities Dealers Automatic Quotation System; or (iv) if not so
reported, then as reported by the National Quotation Bureau Incorporated or by
any member of the National Association of Securities Dealers, Inc., consulted by
the Company for that purpose.
3. Adjustment of the Option.
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(a) Adjustment by Stock Split, Stock Dividend, Etc. If at any time
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the Company increases or decreases the number of its outstanding shares of
Stock, or changes in any way the rights and privileges of such shares, by means
of the payment of a stock dividend or the making of any other distribution on
such shares payable in Stock, or through a stock split or subdivision of shares,
or a consolidation or combination of shares, or through a reclassification or
recapitalization involving the Stock, the numbers, rights and privileges of the
shares of Stock included in the Option shall be increased, decreased or changed
in like manner as if such shares had been issued and outstanding, fully paid and
non-assessable at the time of such occurrence.
(b) Apportionment of Price. Upon any occurrence described in the
----------------------
preceding subsection (a), the total Option Price shall remain unchanged and
shall be apportioned ratably over the increased or decreased number or changed
kinds of securities or other properties subject to the Option.
(c) No Right as Shareholder. The Holder shall have none of the
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rights of a shareholder with respect to the shares subject to an Option until
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such shares shall be transferred to the Holder upon the exercise of such Option.
Except as provided in section 3(a), no adjustment shall be made for dividend
distributions or other rights (whether ordinary or extraordinary, or whether
cash, securities or other property) for which the record date is prior to the
date such stock certificate is issued.
(d) General Adjustment Rules. No adjustment or substitution provided
------------------------
for in this section 3 shall require the Company to sell a fractional share and
the total substitution or adjustment shall be limited by deleting any fractional
share. In the case of any such substitution or adjustment, the Option shall be
equitably adjusted by the Committee to reflect the greater or lesser number of
shares of Stock or other securities into which the Stock subject to the Option
may have been changed. Notwithstanding the foregoing subsections (a), (b), (c),
and (d), no adjustment shall be made that would constitute a modification of the
Option within the meaning of section 425 of the Code.
(e) Determinations by the Committee. Adjustments under this section
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shall be made by the Committee, whose determinations with respect thereto shall
be final and binding. No fractional shares shall be issued on account of any
such adjustment.
4. Certain Transactions.
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(a) Effect of Transaction. Upon the occurrence of any of the
---------------------
following events, if the notice required by section 4(b) shall have first been
given, the Option shall automatically terminate and be of no further force and
effect whatever, without the necessity for any additional notice or other action
by the Board or the Company (or if no prior notice is required by section 4(b)
the Option shall automatically terminate 30 days after written notice of the
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occurrence of such event has been given to the Holder in a manner consistent
with section 4(b)): (i) the dissolution or liquidation of the Company; (ii) the
appointment of a receiver for all or substantially all of the Company's assets
or business; or (iii) the appointment of a trustee for the Company after a
petition has been filed for the Company's reorganization under applicable
statutes.
(b) Notice of Such Occurrence. At least 30 days' prior written
-------------------------
notice of any event described in section 4(a), except the transactions described
in clauses (ii) and (iii) thereof as to which prompt notice shall be required,
shall be given by the Company to the Holder. The Holder may exercise the Option
at any time before the occurrence of the event requiring the giving of notice,
regardless of whether all conditions of exercise relating to continuation of
employment for specified periods of time have been satisfied. Such notice shall
be deemed to have been given when delivered personally to the Holder or when
mailed to the Holder by registered or certified mail, postage prepaid, at the
Holder's last address known to the Company.
(c) Mergers, Sales of Assets, Etc. In case of any consolidation or
-----------------------------
merger of the Company with or into another corporation or entity (other than a
consolidation or merger in which the Company is the continuing corporation
and which does not result in any reclassification or change or outstanding
shares of Stock), or in case of any sale or conveyance of the property of the
Company as an entirety or substantially as an entirety, the Company, or such
successor or purchasing corporation, as the case may be, shall execute and
deliver to the Holder a supplemental Certificate providing that the Holder
shall have the right thereafter to receive upon exercise of the Option the
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kind and amount of shares of Stock or other securities or property or cash the
Holder would have received upon such consolidation, merger, sale or conveyance
if the Holder had exercised the Option immediately prior to such consolidation,
merger, sale or conveyance. Such supplemental Certificate shall provide for
adjustments which shall be as nearly equivalent as may be practicable to the
adjustments provided in section 3. The provisions of this section 4(c) shall
similarly apply to successive consolidations, mergers, sales or conveyances.
All assumptions or substitutions shall be in compliance with section 425(a) of
the Code and the regulations thereunder.
5. Expiration and Termination of the Option. The Option shall expire 5
---------------------------------------- ---
years from the date of this Certificate or prior to such time as follows:
(a) If prior to the Expiration Time the Holder's
employment by the Company is terminated by the Company
for cause or is terminated by the Option Holder
voluntarily, the Option shall terminate immediately and
shall thereafter be void for all purposes. As used in
this section 5, "cause" shall mean a gross violation (as
determined by the Company) of the Company's established
policies and procedures, provided that the effect of
this section 5 shall be limited to determining the
consequences of a termination and that nothing in this
section 5 shall restrict or otherwise interfere with the
Company's discretion with respect to the termination of
any employee and further provided that if the Holder and
the Company have entered into a separate employment
agreement, "cause" shall have the same meaning and effect
as provided in such employment agreement.
(b) If prior to the Expiration Time the Holder
dies while still employed or if the Holder's employment
is terminated by the Company for any reason other than
cause and the Holder dies within 90 days after his
termination of employment, the Option may be exercised
by those entitled to do so under the Holder's will or by
the laws of descent and distribution within six months
following the Holder's death (if otherwise prior to the
Expiration Time), but not thereafter. In any such case,
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the Option may be exercised only as to the shares as to
which the Option had become exercisable on or before the
date of the Holder's death.
(c) If the Holder's employment by the Company is
terminated (which for this purpose means that the Holder
is no longer employed by the Company or by any parent or
subsidiary corporation of the Company) prior to the
Expiration Time for any reason other than cause (except
as provided in Section 5(b)), voluntarily by the Holder,
or the Holder's death, the Option may be exercised by
the Holder within ninety days following the date of such
termination (if otherwise prior to the Expiration Time),
but not thereafter. In any such case, the Option may be
exercised only as to the shares as to which the Option
had become exercisable on or before the date of
termination of employment.
6. Transferability. The Option may not be transferred except by will or
---------------
pursuant to the laws of descent and distribution, and it shall be exercisable
during the Holder's life only by him and after his death only by those entitled
to do so under his will or the applicable laws of descent and distribution.
7. Consideration for the Grant of the Option. In consideration of the
-----------------------------------------
granting of this Option, the Holder agrees to remain in the employ of the
Company at the pleasure of the Company for a continuous period of at least one
year from the date of this Certificate at the salary rate in effect at the date
of this Certificate or at such changed rate as may be fixed from time to time by
the Company. Notwithstanding the foregoing, (i) the Company is under no
obligation to continue the Holder's employment and may terminate the Holder's
employment at any time, subject however to the terms of any separate employment
or other agreement between the Company and the Holder, (ii) no termination of
the Holder's employment by the Holder shall affect the status of Shares received
by him upon proper exercise of an Option prior to termination and (iii) no
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termination of the Holder's employment by the Company shall be deemed to be a
breach of the foregoing agreement of the Holder to remain in the employ of the
Company.
8. Notice of Disposition; Withholding. If Stock acquired pursuant to this
----------------------------------
Option is "disposed of" (within the meaning of section 422A of the Code) within
two years after the date of the grant of this Option or within one year after
the transfer of such Stock to the Holder, the Holder shall make appropriate
arrangements with the Company to provide for the amount of withholding required
by Sections 3102 and 3402 of the Code and applicable state and local income tax
laws.
9. Notices. Any notice required or permitted to be given under this
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Certificate shall be in writing and shall be given by first class registered or
certified mail, postage prepaid, or by personal delivery to the appropriate
party, addressed:
(a) If to the Company, to the Company at
1832 South 3850 West, Salt Lake City, Utah
84104; or
(b) If to the Holder, to the Holder at
1832 South 3850 West, Salt Lake City, Utah
84104, or at such other address as may have
been furnished to the Company by the Holder.
Any such notice shall be deemed to have been given as of the date so mailed in
the case of mailed notice, or as of the date delivered in the case of personal
delivery.
10. Governing Law. This Certificate is entered into in the State of Utah
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and Shall be construed, administered and enforced according to the laws of
the State of Utah, except to the extent preempted by valid provisions of
<PAGE> - 9 -
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applicable federal law.
This Certificate has X has not been issued as the result of a partial
--- ---
exercise of an Option to evidence the remaining shares as to which the Option
has not yet been exercised.
DATED this _____ day of __________, 19__.
ATTEST: LASER CORPORATION
_________________________ By: _________________________
Secretary President
<PAGE> - 10 -
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ENDORSEMENT TO EXERCISE OPTION
------------------------------
The undersigned hereby exercises the option described in this Certificate
as _______ to shares.
Dated this _____ day of __________, 199 __.
Signature: ______________________________
Printed Name: ______________________________
Fiduciary Capacity (if any): ______________________________
Address: ______________________________
______________________________
Telephone: ______________________________
Signature Guaranty: ______________________________
<PAGE> -11-
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