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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 NON-EMPLOYEE DIRECTOR 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
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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 60,000 $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 $165,000 $50.00
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(1) This Registration Statement shall also cover any additional shares of
Common Stock which become issuable under the Non-Employee Director 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 Non-Employee Director Stock Option Plan
Incorporated by reference as previously filed with the SEC
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99.2 Form of Stock Option Agreement to be generally used in
connection with the Non-Employee Director 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 Non-Employee Director Stock Option Plan
Incorporated by reference as previously filed with the
SEC
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99.2 Form of Stock Option Agreement to be generally used in
connection with the Non-Employee Director 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 Nonstatutory 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.____
STOCK OPTION AGREEMENT
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STOCK OPTION AGREEMENT made this _____ day of _____ , 19__, between LASER
CORPORATION, a Utah corporation (hereinafter referred to as the "Corporation"),
and _______________, a director of the Corporation, (hereinafter referred to as
the "Director").
The Corporation desires, by affording the Director an opportunity to
purchase shares of its $.05 par value common stock (hereinafter referred to as
"Capital Stock"), as hereinafter provided, to carry out the purposes of the 1992
Directors Stock Option Plan of Laser Corporation (hereinafter referred to as the
"Plan"), dated September 10, 1992.
NOW, THEREFORE, in consideration of the mutual covenants hereinafter set
forth, and other good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the parties hereto have agreed, and do hereby
agree, as follows:
1. Grant of Option. The Corporation hereby irrevocably grants to the
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Director the right and option (hereinafter referred to as the "Option") to
purchase an aggregate of __________ (_______) shares of Capital Stock, such
number being subject to adjustment as provided in Paragraph 7 hereof, on the
terms and conditions herein set forth.
2. Purchase Price. The purchase price of the shares of Capital Stock
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covered by the Option shall be _______________ Dollars ($_______) per share.
The above purchase price, determined according to Article 5(b) of the Plan, as
amended on August 6, 1993, represents the fair market value of the stock on the
date the option is granted. 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 as reported by the National Association
of Securities Dealers, Inc. (NASDAQ).
3. Term and Exercise of the Option. The Option granted hereunder shall be
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exercisable with respect to all of the shares of Capital Stock to which the
Option pertains from the date hereof until the fifth anniversary hereof
whereupon the Option shall terminate and shall not be exercisable to any extent.
Not less than one hundred (100) shares of Capital Stock may be purchased at any
time unless the number purchased is the total number at the time purchasable
under the Option. During the lifetime of the Director, the Option shall be
exercisable only by the Director and shall not be assignable or transferable by
the Director, other than by will or the laws of descent and distribution, as
provided in Paragraph 4, and no other person shall acquire any rights in the
Option.
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4. Death or Disability of Director and Transfer of the Option. If the
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Director shall die or become disabled while a member of the Board of Directors,
and shall not have fully exercised the Option, the Option may be exercised
(subject to the condition that no Option shall be exercisable after the
expiration of the term for the Option set forth in Article 3), to the extent
that the Director's right to exercise such Option had accrued at the time of the
Director's death or disability and had not previously been exercised, at any
time within one (1) year after the Director's death or disability, by the
Director or his or her legal representative, in the case of disability, or by
the personal representatives, executors or administrators of the Director's
estate, in the case of death, or by any person or persons who shall have
acquired the Option directly from the Director by bequest or inheritance. The
Option shall not be transferable by the Director otherwise than by will or the
laws of descent and distribution. The terms of this Option shall be binding
upon the personal representatives, executors, administrators, successors and
assigns of the Director.
5. Term of Office. This Option Agreement shall not be construed to
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require that the Director be retained as a director for any period. Such term
of office, subject to the provisions of Paragraph 6 hereof, and any compensation
in connection with such office, shall be at the pleasure of the Corporation, or
as otherwise determined under the Corporation's Bylaws or Articles of
Incorporation.
6. Termination of Term of Office Except by Death. If the Director shall
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cease to be a director of the Corporation for any reason except disability or
death, and shall not have fully exercised this Option, the Option may be
exercised by the former director (subject to the condition that no Option shall
be exercisable after the expiration of five (5) years from the date the Option
is granted) at any time within one (1) year after such cessation.
7. Recapitalization. The number of shares of Capital Stock covered by the
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Option and the price per share thereof shall be proportionately adjusted for any
increase or decrease in the number of issued shares of Capital Stock of the
Corporation resulting from a subdivision or consolidation of shares or the
payment of a stock dividend or any other increase or decrease in the number of
such shares affected without receipt of consideration by the Corporation.
If the Corporation shall be the surviving corporation in any merger or
consolidation, each outstanding Option shall pertain to and apply to the
securities to which a holder of the number of shares of Capital Stock subject
to the Option would have been entitled. In the event of a dissolution or
liquidation of the Corporation or a merger or consolidation in which the
Corporation is not the surviving corporation, the Director shall have the
right, during the period between sixty (60) and thirty (30) days prior to
such dissolution or liquidation, or merger or consolidation, in which the
Corporation is not the surviving corporation, to exercise his or her Option
in whole or in part without regard to any provision of this Agreement. The
Corporation shall inform each Director of the pendency of any such
dissolution, liquidation, or merger or consolidation in which the Corporation
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is not the surviving corporation, in sufficient time to have the full aforesaid
period to exercise his or her Option.
In the event of a change in the Capital Stock of the Corporation as
presently constituted, the shares resulting from any such change shall be deemed
to be Capital Stock within the meaning of the Plan.
To the extent that the foregoing adjustments relate to stock or securities
of the Corporation, such adjustments shall be made by the Committee, whose
determination in that respect shall be final, binding, and conclusive.
Except as expressly provided in Article 5(g) of the Plan, the Director
shall have no rights by reason of any subdivision or consolidation of shares of
stock of any class or the payment of any stock dividend or any other increase or
decrease in the number of shares of stock of any class or by reason of any
dissolution, liquidation, merger, consolidation or spin-off of assets or stock
of another corporation, and any issue by the Corporation of shares of stock of
any class, shall not affect, and no adjustment by reason thereof shall be made
with respect to, the number or price of shares of Capital Stock subject to the
Option.
The Grant of an Option pursuant to the Plan shall not affect in any way the
right or power of the Corporation to make adjustments, reclassifications,
reorganizations or changes of its capital or business structure or to merge,
consolidate, dissolve, liquidate, sell, or transfer all or any part of its
business or assets.
8. Rights of Stockholder. The Director or an authorized transferee of the
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Option shall have no rights as a stockholder with respect to any shares of
Capital Stock covered by the Option until the date of the issuance of the stock
certificate to him or her for such shares. No adjustment shall be made for
dividends (ordinary or extraordinary, whether in cash, securities, or other
property) or distributions or other rights for which the record date is prior to
the date such stock certificate is issued, except as provided in Paragraph 7
hereof.
9. Modification, Extension, and Renewal of the Option. Subject to
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approval of the Board of Directors of the Corporation, the Committee may modify,
extend or renew outstanding Options granted under the Plan, or accept the
surrender of outstanding Options (to the extent not theretofore exercised) and
authorize the granting of new Options in substitution therefore (to the extent
not theretofore exercised). Notwithstanding the foregoing, however, without the
consent of the Director, no modification of an Option shall alter or impair any
rights or obligations under any option theretofore granted under the Plan.
10. Restriction of Option Exercise. Notwithstanding any contrary
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provisions of this Plan, no option granted under the Plan may be exercised
by the Director unless the shares of Capital Stock to be acquired by the
Director pursuant to the Plan have been registered under the Securities Act of
1933 (the "Act"), the securities laws of Utah, and any other applicable
securities laws of any other state, or the Corporation receives an opinion of
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counsel (which may be counsel for the Corporation) reasonably acceptable to the
Corporation stating that the exercise of the option and the issuance of shares
of Capital Stock pursuant to the exercise is exempt from such registration
requirements. The Director shall represent that unless and until the shares of
Capital Stock have been registered under the Act and applicable state securities
laws: (1) the Director will be acquiring the shares of Capital Stock upon
exercise for investment purposes only and without the intent of making any sale
or disposition thereof, (2) the Director has been advised and understands that
the shares of Capital Stock underlying the options have not been registered for
sale pursuant to federal and state securities laws and are "restricted
securities" under such laws, and (3) the Director acknowledges that the shares
of Capital Stock will be subject to stop transfer instructions and certificates
for such shares shall bear the following legend in addition to any other legend
set forth in the Plan:
THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, THE UTAH
UNIFORM SECURITIES ACT OR UNDER ANY OTHER STATE SECURITIES LAWS
AND MAY NOT BE OFFERED, SOLD OR TRANSFERRED IN THE ABSENCE OF
REGISTRATION OR THE AVAILABILITY OF AN EXEMPTION FROM SUCH
REGISTRATION. NO OFFER, SALE OR TRANSFER MAY TAKE PLACE WITHOUT
PRIOR WRITTEN APPROVAL OF THE COMPANY BEING AFFIXED HERETO. IN
THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT, SUCH APPROVAL
SHALL BE GRANTED ONLY IF THE COMPANY HAS RECEIVED AN OPINION OF
SHAREHOLDER'S COUNSEL AT SHAREHOLDER'S EXPENSE SATISFACTORY TO THE
COMPANY TO THE EFFECT THAT THIS CERTIFICATE MAY BE LAWFULLY
TRANSFERRED PURSUANT TO AN EXEMPTION FROM REGISTRATION.
11. Restriction on Transfer of Shares. A employee or an authorized
---------------------------------
transferee of this Option who purchases shares of Capital Stock by exercise of
this Option may not dispose of such stock within two (2) years from the date of
the granting of the Option.
The certificates for the shares of Capital Stock issued by exercise of this
Option shall bear the following legend:
THE TRANSFER OF THE SHARES REPRESENTED BY THIS CERTIFICATE IS RESTRICTED
BY THE TERMS OF A DIRECTORS STOCK OPTION PLAN, A COPY OF WHICH IS ON FILE AT
THE CORPORATION'S OFFICE IN SALT LAKE CITY, UTAH.
12. Medium and Time of Payment. The Option price shall be payable in
--------------------------
monies of the United States upon the exercise of the Option and may be paid by
cash or check. The Option may be exercised by written notice to the Corporation
at its principal office. The notice shall state the election to exercise the
Option and shall either: (a) be accompanied by payment of the full purchase
price of such shares of Capital Stock, in which event the Corporation shall
deliver a certificate or certificates representing such stock as soon as
practical after the notice shall be received; or (b) fix a date (not less than
five (5) nor more than ten (10) business days from the date such notice shall be
received by the Corporation) for the payment of the full purchase price of such
stock, against delivery of a certificate or certificates representing such
stock.
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13. General. The Corporation shall at all times during the term of the
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Option reserve and keep available such number of shares of Capital Stock as will
be sufficient to satisfy the requirements of this Agreement, shall pay any
original issue and transfer taxes with respect to the issue and transfer of
shares of Capital Stock pursuant hereto and all other fees and expenses
necessarily incurred by the Corporation in connection therewith, and will form
time to time use its best efforts to comply with all laws and regulations which,
in the opinion of counsel for the Corporation, shall be applicable thereto.
14. Miscellaneous. The headings and captions appearing in this Agreement
-------------
are inserted only as a matter of convenience and reference, and in no way
define, limit, or describe the scope or intent of this Agreement or any
provisions hereof. Unless the context requires otherwise, as used herein, such
gender shall include all genders. This Agreement shall be construed in
accordance with the laws of the State of Utah.
15. Severability. Should any provisions of this Agreement be determined
------------
to be invalid, such provisions shall not be a part of this Agreement, and shall
be severable from and shall not affect the remaining provisions of this
Agreement.
IN WITNESS WHEREOF, the Corporation has caused this Stock Option Agreement
to be duly executed by its officers thereunto duly authorized, and the Director
has hereunder set his or her hand, all on the day and year first above written.
LASER CORPORATION,
a Utah corporation
By_________________________________
President
ATTEST:
By_________________________________
Secretary
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Director acknowledges receipt of a copy of the Plan, and represents that
he or she is familiar with the terms and provisions thereof, and further
acknowledges that he or she is familiar with the provisions of all agreements
restricting transfer of the shares of Capital Stock. Director hereby accepts
this Option subject to all the terms and provisions of the Plan and all other
restrictive agreements applicable to the shares granted. Director hereby agrees
to accept as binding and final all decisions or interpretations of the Committee
and the Board of Directors of the Corporation upon any questions arising under
the Plan.
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Director
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