AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION
ON JULY 2, 1996. REGISTRATION NO. 333-4743
_________________________________________________________________
Securities and Exchange Commission
Washington, D.C. 20549
____________________________________
Post-Effective Amendment No. 1 on
FORM S-3
to FORM S-4
REGISTRATION STATEMENT
Under The Securities Act of 1933
OLSTEN CORPORATION
(Exact name of registrant as specified in its charter)
7363
DELAWARE 13-2610512
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
______________________________________
175 Broad Hollow Road
Melville, New York 11747
(516) 844-7800
(Address, including zip code, and telephone number, including
area code, of Registrant's principal executive offices)
William P. Costantini, Esq.
Senior Vice President and General Counsel
175 Broad Hollow Road
Melville, New York 11747
(516) 844-7250
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
_____________________________
COPIES TO:
Marjorie Sybul Adams, Esq.
Gordon Altman Butowsky
Weitzen Shalov & Wein
114 West 47th Street
New York, New York 10036
(212) 626-0800
__________________________
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
AS SOON AS POSSIBLE AFTER THE EFFECTIVE DATE OF THIS POST-
EFFECTIVE AMENDMENT.
_____________________________<PAGE>
If the only securities
being registered on this Form are being offered pursuant to dividend
or interest reinvestment plans, please check the following box.
If any of the securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to Rule 415
under the Securities Act of 1933, other than securities offered
only in connection with dividend or interest reinvestment plans,
check the following box.
If this Form is filed to register additional securities for an
offering pursuant to Rule 462(b) under the Securities Act, please
check the following box and list the Securities Act registration
statement number of the earlier effective registration for the
same offering.
If this Form is a post-effective amendment filed pursuant to Rule
462(c) under the Securities Act, check the following box and list
the Securities Act registration statement number of the earlier
effective registration statement for the same offering.
If delivery of the prospectus is expected to be made pursuant to
Rule 434, please check the following box.
__________________________
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH
DATE OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE
UNTIL THE REGISTRANT SHALL FILE A FURTHER AMENDMENT WHICH
SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT SHALL
THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933, AS AMENDED, OR UNTIL THIS
REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE
SECURITIES AND EXCHANGE COMMISSION, ACTING PURSUANT TO SAID
SECTION 8(A), MAY DETERMINE.
______________________________________________________
<PAGE>
PROSPECTUS
OLSTEN CORPORATION
This Prospectus ("Prospectus") relates to up to 2,680,212
shares of Class B Common Stock, par value $.10 per share ("Class
B Stock"), of Olsten Corporation, a Delaware corporation
("Olsten") that may be issued upon (a) the exercise of
outstanding stock options (the "Stock Options") and (b) upon the
conversion of 4 3/4% Convertible Subordinated Debentures due 2000
(the "Convertible Debentures"), and the issuance of up to
2,680,212 shares of Olsten Common Stock, par value $.10 per share
("Olsten Common Stock") issuable upon conversion of such shares
of Class B Stock. The Stock Options and Convertible Debentures
were originally issued by Quantum Health Resources, Inc.
("Quantum") prior to the merger (the "Merger") of QHR Acquisition
Corp., a wholly-owned subsidiary of Olsten with and into Quantum
on June 28, 1996.
The Stock Options were issued pursuant to Quantum's 1991
Restated Stock Option Plan and in connection with Quantum's
acquisition of Commonwealth Care, Inc. The Convertible
Debentures were issued pursuant to an Indenture dated as of
October 8, 1993, by and between Quantum and First Trust National
Association, as trustee (the "Quantum Indenture").
As a result of the Merger, Quantum became a wholly-owned
subsidiary of Olsten and (i) each outstanding share of Quantum
Common Stock, par value $.01 per share ("Quantum Common Stock"),
was converted into the right to receive fifty-eight one
hundredths (.58) of one share (the "Conversion Number") of Class
B Stock, (ii) each outstanding Stock Option was adjusted so that
upon exercise the holder will receive the number of shares of
Class B Stock equal to the product obtained by multiplying (x)
the number of shares of Quantum Common Stock subject to the Stock
Option, by (y) the Conversion Number, and (iii) each Convertible
Debenture was adjusted so that upon conversion, the holder will
receive the number of shares of Class B Stock receivable by a
holder of the number of shares of Quantum Common Stock into which
such Convertible Debenture might have been converted immediately
prior to the effective time of the Merger (the "Effective Time").
Each share of Class B Stock is convertible at all times, without
cost to the holder thereof, into one share of Olsten Common
Stock.
No person has been authorized to give any information or to
make any representation other than those contained or
incorporated by reference in this Prospectus in connection with
the offering of securities described herein and, if given or
made, such information or representation should not be relied
upon as having been authorized by Olsten or any other person.
This Prospectus does not constitute an offer to sell, or the
solicitation of any offer to purchase, any securities in any
jurisdiction in which, or to any person to whom, it is unlawful
to make such offer or solicitation. Neither the delivery of this
Prospectus nor any distribution of the securities described
herein shall, under any circumstances, create any implication
that there has been no change in the affairs of Olsten since the
date hereof or that the information set forth or incorporated by
reference herein is correct as of any time subsequent to its
date.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES COMMISSION NOR HAS THE SECURITIES AND EXCHANGE
COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED
UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS.
ANY REPRESENTATION TO THE CONTRARY IS
A CRIMINAL OFFENSE.
The date of this Prospectus is _____, 1996.
<PAGE>
AVAILABLE INFORMATION
Olsten is and Quantum was, prior to its acquisition by
Olsten, subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the Exchange Act),
and in accordance therewith, is required to file reports, proxy
statements and other information with the Securities and Exchange
Commission (the SEC). Copies of such reports, proxy statements
and other information can be inspected and copied at the public
reference facilities maintained by the SEC at Room 1024,
Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549
and at the following Regional Offices of the SEC: Suite 1400,
500 West Madison Street, Chicago Illinois 60661; and 7 World
Trade Center, New York, New York 100348. Copies of such
material can be obtained at prescribed rates from the Public
Reference Section of the SEC, 450 Fifth Street, N.W., Washington,
D.C. 20549. Reports, proxy statements and other information
concerning Olsten may be inspected at the offices of the NYSE, 20
Broad Street, New York, New York 10005.
Olsten has filed with the SEC a Post-Effective Amendment No.
1 on Form S-3 to its Registration Statement (No. 333-4743) on
Form S-4 (herein, together with all amendments and exhibits
thereto, referred to as the "Registration Statement") under the
Securities Act of 1933, as amended (the "Securities Act") with
respect to the securities offered hereby. This Prospectus
constitutes the prospectus of Olsten filed as part of the
Registration Statement, certain portions of which are omitted as
permitted by the rules and regulations of the SEC. For further
information with respect to Olsten and the securities offered
hereby, reference is made to the Registration Statement,
including the exhibits thereto, which may be inspected at the
SEC's offices, without charge, or copies of which may be obtained
from the SEC upon payment of prescribed fees. Statements
contained in this Prospectus as to the contents of any contract
or other document filed as an exhibit to the Registration
Statement are not necessarily complete, and in each instance
reference is hereby made to the copy of such contract or other
document filed as an exhibit to the Registration Statement, each
such statement being qualified in all respects by such reference.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
This Prospectus incorporates certain documents by reference
which are not presented herein or delivered herewith. These
documents are available upon request from Laurin L. Laderoute,
Jr., Secretary, Olsten Corporation, 175 Broad Hollow Road,
Melville, New York 11747-8905, telephone number (516) 844-7800.
The following documents, which have been filed with the SEC
pursuant to the Exchange Act, are hereby incorporated herein by
reference:
(a) Olsten's Annual Report on Form 10-K for the year ended
December 31, 1995;
(b) Olsten's Quarterly Report on Form 10-Q for the period
ended March 31, 1996;
(c) Olsten's Current Reports on Form 8-K dated March 13,
1996, May 3, 1996 and May 30, 1996;
(d) The information contained under the captions "Security
Ownership of Certain Beneficial Owners and Management"
and "Executive Compensation" in Olsten's definitive
Proxy Statement dated April 2, 1996; and
(e) Olsten and Quantum's Joint Proxy Statement and
Prospectus dated May 31, 1996, filed as part of the
Registration Statement under the Securities Act (the
"Joint Proxy Statement and Prospectus").
All documents filed by Olsten pursuant to Section 13(a),
13(c), 14 or 15(d) of the Exchange Act subsequent to the date of
this Prospectus and prior to the termination of the offering of
Olsten Common Stock to which this Prospectus relates, shall be
deemed to be incorporated herein by reference and to be part
hereof from the date of filing of such documents. All
information appearing in this Prospectus or in any document
incorporated herein by reference is not necessarily complete and
is qualified in its entirety by the information and financial
statements (including notes thereto) appearing in the documents
incorporated herein by reference and should be read together with
such information and documents.
Any statement contained in a document incorporated or deemed
to be incorporated herein by reference shall be deemed to be
modified or superseded for purposes of this Prospectus to the
extent that a statement contained herein or in any other
subsequently filed document that is deemed to be incorporated
herein by reference modifies or supersedes such statement. Any
such statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this
Prospectus.
<PAGE>
INFORMATION CONCERNING OLSTEN
Olsten is North America's largest provider of home health
care and related services and one of the world's leading
providers of staffing services to business, industry and
government. Through Olsten Kimberly QualityCare, Olsten provides
health care network management and caregivers for home health
care and institutions. Olsten Kimberly QualityCare employs more
than 150,000 caregivers and provides services to over 400,000
patients and clients, including managed care organizations,
employers, government agencies, hospitals and individuals.
Services include skilled nursing, home health aides, infusion
therapy, home medical equipment, respiratory therapy, pediatrics,
rehabilitation and disease management. Olsten Kimberly
QualityCare is also North America's largest provider of
management services to hospital-based home health agencies.
Primarily through Olsten Staffing Services, Olsten also operates
700 staffing and information technology offices in North America,
South America and Europe, providing assignment employees to
business, industry and government, as well as services for the
design, development and maintenance of information systems.
Through Quantum and Quantum Health Resources ("QHR"), Olsten
is principally engaged in the provision of therapies and support
services to individuals affected by certain chronic diseases.
Quantum addresses the delivery of cost-effective, high quality
alternate-site therapies and services to individuals affected by
chronic and other disorders, their families and clinicians, and
those who subsidize their care. QHR meets the specialized needs
of patients who require costly, long-term and recurring therapies
for their disorders. QHR's Quantum Express division provides
specialized mail-order pharmacy services that enable the
efficient distribution of unique biological and pharmaceutical
products. Quantum also offers a full range of risk management
services to managed care organizations and other payors. These
services include capitation and other risk-sharing relationships,
case management, network management, analyses of medical outcomes
and product utilization, and technology assessment.
Additional information concerning Olsten and its
subsidiaries is contained in Olsten's Annual Report on Form 10-K
for the year ended December 31, 1995, its Quarterly Report on
Form 10-Q for the period ended March 31, 1996 and its Current
Reports on Form 8-K dated March 13, 1996, May 3, 1996 and May 30,
1996, and its other public filings. See Available Information
and Incorporation of Certain Documents by Reference.
<PAGE>
USE OF PROCEEDS
The cash received by Olsten upon exercise of the Stock
Options will be used for general working capital purposes. No
cash will be received by Olsten upon conversion of the
Convertible Debentures.
PLAN OF DISTRIBUTION
The following is a description of the Convertible Debentures
and Stock Options.
CONVERTIBLE DEBENTURES. As of the effective time of the Merger
(the "Effective Time"), Quantum had outstanding $86,250,000 of
Convertible Debentures due 2000, convertible into Quantum Common
Stock at $30.31 per share (2,845,595 shares of Quantum Common
Stock). The holders of the Convertible Debentures have the right
to convert such Convertible Debentures into the number of shares
of Class B Stock receivable by a holder of the number of shares
of Quantum Common Stock into which such Convertible Debenture
might have been converted immediately prior to the Effective Time
(subject to adjustment after the Effective Time as provided in
the Quantum Indenture); provided, however, that the number of
shares of Class B Stock issuable upon conversion of a Convertible
Debenture shall not include any fractional shares and, upon
exercise of such Convertible Debenture, a cash payment shall be
made for any fractional share based upon the closing price of a
share of Olsten Common Stock on the NYSE on the trading day
immediately prior to the day of conversion. Thus, for example, a
holder of $303,100 principal amount of the Convertible
Debentures, which prior to the Effective Time would have been
convertible into 10,000 shares of Quantum Common Stock, would be
entitled after the Merger to convert the Convertible Debentures
into 5,800 shares of Olsten Common Stock. The Company has
reserved 1,650,445 shares of Class B Stock and 1,650,445 shares
of Olsten Common Stock issuable upon conversion of such shares of
Class B Stock, for issuance upon conversion of the Convertible
Debentures.
STOCK OPTIONS. As of the Effective Time, Quantum had 1,029,767
shares of Quantum Common Stock reserved for issuance pursuant to
the Stock Options. As of the Effective Time, each Stock Option
was automatically converted into an option to purchase Olsten
Common Stock in an amount and at an exercise price determined as
provided below.
(1) The number of shares of Olsten Common Stock to be subject to
the new option is equal to the product of the number of shares of
Quantum Common Stock subject to the original option and the
Conversion Number;
(2) The exercise price per share of Olsten Common Stock to be
subject to the new option is equal to the quotient obtained by
dividing (x) the exercise price of the number of shares of
Quantum Common Stock under the original option by the Conversion
Number, provided that in the case of any option or portion of an
option to which Section 421 of the Internal Revenue Code of 1986,
as amended (the "Code") applies by reason of its qualification
under any of Sections 422-424 of the Code ("incentive stock
options"), the option price, the number of shares purchasable
pursuant to such option and the terms and conditions of exercise
of such option shall be determined in order to comply with
Section 424(a) of the Code and any portion of an option which
does not so comply shall be a "nonqualified option"; and provided
further, that the number of shares of Class B Stock that may be
purchased upon exercise of such Stock Option shall not include
any fractional share and, upon exercise of such Stock Option a
cash payment shall be made for any fractional share based on the
closing price of a share of Olsten Common Stock on the NYSE on
the trading day immediately preceding the date of exercise.
The Company has reserved 597,264 shares of Class B Stock and
597,264 shares of Olsten Common Stock issuable upon conversion of
such shares of Class B Stock, for issuance upon exercise of the
Stock Options.
MATERIAL CHANGES
On June 28, 1996, Olsten acquired Quantum in a merger
transaction which was accounted for as a "pooling of interests."
On May 28, 1996, Olsten, Lawyers Acquisition Corp., a Texas
corporation which is a wholly-owned subsidiary of Olsten, and Co-
Counsel, Inc., a Texas corporation signed an Agreement and Plan
of Merger.
LEGAL MATTERS
The validity of the shares of Class B Stock and Olsten
Common Stock issuable upon the exercise of the Stock Options and
conversions of the Convertible Debentures has been passed upon by
Gordon Altman Butowsky Weitzen Shalov & Wein. Andrew N. Heine, a
director of the Company, is of counsel to Gordon Altman.
EXPERTS
The consolidated balance sheets as of December 31, 1995 and
January 1, 1995 and the consolidated statements of income,
shareholders' equity and cash flows for each of the three years
in the period ended December 31, 1995 of Olsten incorporated by
reference in this Prospectus have been incorporated herein in
reliance on the report of Coopers & Lybrand LLP, independent
accountants, given on the authority of that firm as experts in
accounting and auditing.
The consolidated financial statements of Quantum appearing
in Quantum's Annual Report on Form 10-K, as amended, for the year
ended December 31, 1995, have been audited by Ernst & Young LLP,
independent auditors, as set forth in their report thereon
included therein and incorporated herein by reference. Such
consolidated financial statements are incorporated herein by
reference in reliance upon such report, given upon the authority
of such firm as experts in accounting and auditing.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The only fees incurred in connection with this transaction
are legal fees and expenses, which are estimated to be
approximately $10,000.
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS
(a) Article Ninth of the Registrant's Restated Certificate
of Incorporation provides for indemnification of Directors of the
Registrant as follows:
NINTH: No director of the Corporation shall be liable
to the Corporation or its stockholders for monetary damages
for breach of fiduciary duty as a director, except for
liability (i) for any breach of the director's duty of
loyalty to the Corporation or its stockholders, (ii) for
acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law, (iii)
under Section 174 of the Delaware General Corporation Law,
or (iv) for any transaction from which the director derived
an improper personal benefit. This Article NINTH shall not
eliminate or limit the liability of a director for any act
or omission occurring prior to the effective date of its
adoption. If the Delaware General Corporation Law is amended
after approval by the stockholders of this article to
authorize corporate action further eliminating or limiting
the personal liability of directors, then the liability of a
director of the Corporation shall be eliminated or limited
to the fullest extent permitted by the Delaware General
Corporation Law, as so amended.
Any repeal or modification of the foregoing paragraph
by the stockholders of the Corporation shall not adversely
affect any right or protection of a director of the
corporation existing at the time of such repeal or
modification.
As authorized by Section 145 of the Delaware General
Corporation Law, Article V of the Registrant's By-Laws provides
as follows:
Section 1. Right to Indemnification. Each person who
was or is made a party or is threatened to be made a party
to or is otherwise involved in any action, suit or
proceeding, whether civil, criminal, administrative or
investigative (hereinafter a "proceeding"), by reason of the
fact that he or she is or was a director or officer of the
Corporation or is or was serving at the request of the
Corporation as a director or officer of another corporation
or of a partnership, joint venture, trust or other
enterprise, including service with respect to an employee
benefit plan (hereinafter an "indemnitee"), whether the
basis of such proceeding is alleged action in an official
capacity as a director or officer or in any other capacity
while serving as a director or officer shall be indemnified
and held harmless by the Corporation to the fullest extent
authorized by the Delaware General Corporation Law, as the
same exists or may hereafter be amended (but, in the case of
any such amendment, only to the extent that such amendment
permits the Corporation to provide broader indemnification
rights than permitted prior thereto), against all expense,
liability and loss (including attorneys' fees, judgments,
fines, ERISA excise taxes or penalties and amounts paid in
settlement) reasonably incurred or suffered by such
indemnitee in connection therewith and such indemnification
shall continue as to an indemnitee who has ceased to be a
director or officer and shall inure to the benefit of the
indemnitee's heirs, executors and administrators; PROVIDED,
HOWEVER, that the Corporation shall indemnify any such
indemnitee in connection with a proceeding (or part thereof)
initiated by such indemnitee only if such proceeding was
authorized by the Board.
Section 2. Right to Advancement of Expenses. This
right to indemnification conferred to in Section I of this
Article V shall include the right to be paid by the
Corporation the expenses incurred in defending any
proceeding for which such right to indemnification is
applicable in advance of its final disposition (hereinafter
an "advancement of expenses"); provided, however, that, if
the Delaware General Corporation Law requires, an
advancement of expenses incurred by an indemnitee in his or
her capacity as a director or officer (and not in any other
capacity in which service was or is rendered by such
indemnitee, including, without limitation, service to an
employee benefit plan) shall be made only upon delivery to
the Corporation of an undertaking, by or on behalf of such
indemnitee, to repay all amounts so advanced if it shall
ultimately be determined by final judicial decision from
which there is no further right to appeal that such
indemnitee is not entitled to be indemnified for such
expenses under this Article V or otherwise.
Section 3. Non-Exclusivity of Rights. The rights to
indemnification and to the advancement of expenses conferred
in this Article V shall not be exclusive of any other right
which any person may have or hereafter acquire under any
statute, the Restated Certificate of Incorporation, By-Law,
agreement, vote of stockholders or disinterested directors
or otherwise.
Section 4. Insurance. The Corporation may maintain
insurance, at its expense, to protect itself and any
director, officer, employee or agent of the Corporation or
another corporation, partnership, joint venture, trust or
other enterprise against any expense, liability or loss,
whether or not the Corporation would have the power to
indemnify such person against such expense, liability or
loss under the Delaware General Corporation Law.
Section 5. Indemnification of Employees and Agents of
the Corporation. The Corporation may, to the extent
authorized from time to time by the Board, grant rights to
indemnification and to the advancement of expenses to any
employee or agent of the Corporation or, if serving at the
request of the Corporation, as an employee or agent of
another corporation or of a partnership, joint venture,
trust or other enterprise, including service with respect to
an employee benefit plan, to the fullest extent of the
provisions of this Article V with respect to the
indemnification and advancement of expenses of directors and
officers of the Corporation.
In addition, the Registrant maintains directors' and
officers' liability insurance covering certain liabilities that
may be incurred by the directors and officers of the Registrant
in connection with the performance of their duties.
ITEM 16. EXHIBITS
EXHIBIT NO. DESCRIPTION OF EXHIBIT
---------- ----------------------
4.1 Form of 4 3/4% Convertible Subordinated Debenture.
4.2 Form of Stock Option Agreement for option grant
under Quantum's 1991 Restated Stock Option Plan.
4.3 Form of Stock Option Agreement for option grant
for Non-employee Directors under Quantum's 1991
Restated Stock Option Plan.
4.4 Form of Stock Option for option grant in
connection with Quantum's acquisition of
Commonwealth Care, Inc.
*5.1 Opinion of Gordon Altman Butowsky Weitzen Shalov &
Wein (incorporated by reference to Exhibit 5.1 to
Olsten's Registration Statement on Form S-4,
Registration Number 333-4743).
23.1 Consent of Gordon Altman Butowsky Weitzen Shalov &
Wein.
23.2 Consent of Coopers & Lybrand LLP.
23.3 Consent of Ernst & Young LLP.
*24.1 Power of Attorney (included on signature page
to this Registration Statement).
* Previously filed.
ITEM 17. UNDERTAKINGS.
A. Undertaking Pursuant to Rule 415.
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 Securities Act of 1933;
(ii) to reflect in the prospectus any facts or
events arising after the effective date of the
registration statement (or the most recent post-
effective amendment thereof) which, individually or in
the aggregate, represent a fundamental change in the
information set forth in the registration statement;
(iii) to include any material information with
respect to the plan of distribution not previously
disclosed in the registration statement or any material
change to such information in the registration
statement; provided, however, that paragraphs (1)(i)
and (1(ii) do not apply, if the registration statement
is on Form S-3 or Form S-8, and 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 Securities Exchange Act of 1934
that are incorporated by reference in the registration
statement.
(2) that, for the purpose of determining any liability
under the Securities Act of 1933, each such post-effective
amendment shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering
of such securities at that time shall be deemed to be the
initial bona fide offering thereof; 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 offering.
B. Undertaking Regarding Documents Subsequently Filed Under the
Exchange Act.
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 any 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 therein, and the
offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.
C. Undertaking Regarding Request For Acceleration of Effective
Date.
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers
and controlling persons of the registrant pursuant to the
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 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 Act and will be governed by the final
adjudication of such issue.
<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-3 and has duly caused this Post-Effective Amendment No. 1 on
Form S-3 to its Form S-4 Registration Statement to be signed on
its behalf by the undersigned, thereunto duly authorized, in the
City of Melville, State of New York on July 2, 1996.
OLSTEN CORPORATION
By: /s/ Frank N. Ligouri*
_____________________
Frank N. Liguori,
Chairman and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933,
this Post-Effective Amendment No. 1 on Form S-3 to the Form S-4
Registration Statement has been signed by the following persons
in the capacities and on the dates indicated.
Name Title Date
*_______________ Chairman and Chief Executive July 2, 1996
Frank N. Liguori Officer and Director
(Principal Executive Officer)
*_________________ Senior Vice President-Finance July 2,1996
Anthony J. Puglisi (Principal Financial and
Accounting Officer)
*________________ Director July 2,1996
Stuart Olsten
*________________ Director July 2,1996
Andrew N. Heine
*________________ Director July 2,1996
Stuart R. Levine
*________________ Director July 2,1996
John M. May
*________________ Director July 2,1996
Miriam Olsten
*_________________ Director July 2,1996
Richard J. Sharoff
*________________ Director July 2,1996
Raymond S. Troubh
*_________________ Director July 2,1996
Josh S. Weston
*By:/s/ William P. Constantini
William P. Costantini
Attorney-in-Fact
<PAGE>
Exhibit Index
Exhibit No. Description of Exhibit
----------- ----------------------
4.1 Form of 4 3/4% Convertible Subordinated
Debenture.
4.2 Form of Stock Option Agreement for
option grant under Quantum's 1991
Restated Stock Option Plan.
4.3 Form of Stock Option Agreement for
option grant for Non-employee Directors
under Quantum's 1991 Restated Stock
Option Plan.
4.4 Form of Stock Option for option grant in
connection with Quantum's acquisition of
Commonwealth Care, Inc.
*5.1 Opinion of Gordon Altman Butowsky
Weitzen Shalov & Wein (incorporated by
reference to Exhibit 5.1 to Olsten's
Registration Statement on Form S-4,
Registration Number 333-47430.)
23.1 Consent of Gordon Altman Butowsky
Weitzen Shalov & Wein.
23.2 Consent of Coopers & Lybrand LLP.
23.3 Consent of Ernst & Young LLP.
*24.1 Power of Attorney (included on signature
page to this Registration Statement).
* Previously filed.
<PAGE>
EXHIBITS
TO
POST-EFFECTIVE AMENDMENT NO. 1
ON FORM S-3
TO FORM S-4
OF
REGISTRATION STATEMENT
OF
OLSTEN CORPORATION
THIS OPTION AND THE COMMON STOCK ISSUABLE UPON EXERCISE HEREOF
HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED, OR ANY APPLICABLE STATE SECURITIES LAWS, AND NO INTEREST
THEREIN MAY BE SOLD, DISTRIBUTED, ASSIGNED, OFFERED, PLEDGED OR
OTHERWISE TRANSFERRED, EXCEPT AS OTHERWISE PROVIDED IN THIS
AGREEMENT.
STOCK OPTION AGREEMENT
This Stock Option Agreement (the "Agreement"), dated
January 16, 1996, between Quantum Health Resources, Inc., a
Delaware corporation (the "Company"), and ____________________
("____________________");
Recitals
________
A. ____________________ is and has been a key
management employee of Commonwealth Care, Inc., a Massachusetts
corporation ("Commonwealth").
B. Effective as of the date hereof, the Company has
acquired all of the issued and outstanding capital stock of
Commonwealth pursuant to a Stock Purchase Agreement, dated as of
January 16, 1996 (the "Stock Agreement").
C. In connection with such acquisition, the Stock
Agreement provides for the payment to ____________________ of
certain Contingent Consideration (as defined in the Stock
Agreement). The option evidenced by this Agreement represents a
portion of such Contingent Consideration.
Agreement
_________
In consideration of the premises and the mutual
promises herein contained, and for other good and valuable
consideration, the receipt and sufficiency of which is hereby
acknowledged, the parties agree as follows:
1. Grant of Option. Upon and subject to the terms
and conditions set forth herein, the Company hereby grants to
____________________ an option (the "Option") to purchase up to
___________________ (__________) shares (the "Shares") of the
common stock of the Company (the "Common Stock"), at a per share
exercise price (the "Exercise Price") equal to $_______ such
price being the closing bid price for one share of Common Stock
on the date of this Agreement.
2. Time of Exercise of Option.
(a) The Option shall become exercisable only to the
extent the Contingent Consideration becomes payable pursuant
to terms of the Stock Agreement. To the extent all or a
portion of the Contingent Consideration becomes payable (the
"Earned Percentage"), the Earned Percentage of the Option
may be exercised by ____________________ on any date or
dates after ________________ through and including the close
of business on the later of: (i) _________________ (if such
day is a business day, otherwise on the next succeeding
business day), or (ii) the date which is ninety (90) days
after the first date on which, in the written opinion of the
Company's counsel provided to the holder of this option, all
of the shares of Common Stock purchasable hereunder
(assuming payment of the exercise price is made pursuant to
Section 3(b)(ii) or 3(b)(iv) hereof) may be sold without
restriction under Rule 144 of the Securities Act of 1933
(other than a restriction resulting from
____________________'s status as an "affiliate").
3. Method of Exercise; Restrictions.
(a) The Earned Percentage of the Option may be
exercised in whole or in part (subject to item (c) below),
from time to time, by presentation and surrender of this
Agreement to the Company at its principal office, together
with an Option Exercise Form in the form attached hereto as
Exhibit A, duly completed and executed for purchase of the
designated number of shares of Common Stock accompanied by
payment of the Exercise Price due in connection with such
exercise.
(b) The Exercise Price shall be paid in (i) cash
(including certified or cashier's check), (ii) by delivering
shares of common stock of the Company already owned by
____________________ and having a fair market value on the
date of exercise equal to the applicable Exercise Price,
(iii) a combination of cash and such shares, (iv) by
delivering for surrender a portion of the Option such that
the aggregate spread between the Exercise Price of the
shares represented thereby and the fair market value of such
shares at the date of exercise is equal to the Exercise
Price of the portion of the Option being exercised, or
(v) such other form of so-called "cashless" exercise then
being used by the Company for other stock options and
reasonably satisfactory to the Company.
(c) If the Option shall have been exercised in part,
the Company shall, at the time of delivery of the
certificates representing the Shares issuable pursuant to
such partial exercise, make appropriate notation of the
partial exercise of the Option on the face of this Agreement
and return this Agreement to ____________________.
(d) The Company shall make prompt delivery of the
certificate(s) representing the Shares purchased pursuant to
the Option; provided, however, that if any law or regulation
requires the Company to take any action with respect to such
Shares before the issuance thereof, then the date of
delivery of such certificate shall be extended for the
period necessary to take such action.
4. Restrictions on Transfer. The Option is not
transferable by ____________________, and during his lifetime is
exercisable only by him, and ____________________ shall have no
rights in any of the Shares or otherwise as a shareholder of the
Company by virtue hereof until payment of the Exercise Price and
delivery to him of such Shares as herein provided. The Option
and the rights granted hereunder shall not be pledged or
hypothecated in any way (whether by operation of law or
otherwise) and shall not be subject to execution, attachment, or
similar process. Upon any attempt to transfer, assign, pledge,
hypothecate, or otherwise dispose of the Option or any right
granted hereunder or such rights contrary to the provisions
hereof, or upon the levy of any attachment or similar process
upon the Option or any such rights, this Agreement, the Option
and such rights shall immediately and automatically become null
and void and of no further force or effect.
5. Adjustments. In order to prevent dilution of the
rights granted under the Option, the Exercise Price will be
subject to adjustment from time to time as provided in this
Section 5 (such price or such price as last adjusted pursuant to
the terms hereof, as the case may be, thereafter constituting the
"Exercise Price" for all purposes), and the number of shares of
Common Stock obtainable upon exercise of the Option (or part
thereof), will be subject to adjustment from time to time as
provided in this Section 5.
5.1 Subdivision or Combination of Common Stock.
If the Company, at any time prior to the last date on which
the Option may be exercised, declares any stock dividend or
subdivides (by any stock split, recapitalization or
otherwise) its outstanding shares of Common Stock into a
greater number of shares, the number of shares of Common
Stock obtainable upon exercise of the Option will be
proportionately increased and the per share Exercise Price
shall be proportionately decreased. If the Company at any
time prior to the exercise of the Option combines (by
reverse stock split or otherwise) its outstanding shares of
Common Stock into a smaller number of shares, the number of
shares of Common Stock obtainable upon exercise of the
Option will be proportionately decreased and the per share
Exercise Price shall be proportionately increased.
5.2 Reorganization, Reclassification, Consolidation,
Merger or Sale. Any capital reorganization,
reclassification, consolidation, merger, share exchange,
sale of all or substantially all of the Company's assets to
another person or similar transaction which is effected in
such a way that holders of Common Stock are entitled to
receive (either directly or upon subsequent liquidation)
stock, securities or assets, including cash, with respect to
or in exchange for Common Stock is referred to herein as an
"Organic Change." Prior to the consummation of any Organic
Change, the Company will make appropriate provision to
ensure that ____________________ will thereafter have the
right to acquire and receive in lieu of the shares of Common
Stock immediately theretofore acquirable and receivable upon
the exercise of the Option, such shares of stock, securities
or assets, including cash, as may be issued or payable
pursuant to the terms of the transaction constituting the
Organic Change with respect to or in exchange for the number
of shares of Common Stock immediately theretofore acquirable
and receivable upon exercise of the Option had such Organic
Change not taken place. In any such case, the Company will
make appropriate provision with respect to
____________________'s rights and interests to ensure that
the provisions of this Section 5 will thereafter be
applicable to the Option, and the Option shall cease to be
exercisable for shares of Common Stock.
6. Notice of Adjustment. On the happening of an
event requiring an adjustment of the Exercise Price or the number
or kind of securities or other property purchasable hereunder,
the Company shall forthwith give written notice to
____________________ stating the adjusted Exercise Price and the
adjusted number and kind of securities or other property
purchasable hereunder resulting from the event and setting forth
in reasonable detail the method of calculation and the facts upon
which the calculation is based. The Board of Directors of the
Company, acting in good faith, shall determine the calculation.
7. Endorsement on Share Certificates. Any
certificate representing Shares issued pursuant to
____________________'s exercise of the Option shall if so
required bear an appropriate legend in substantially the
following form:
The shares represented by this certificate have
not been registered under the federal Securities
Act of 1933 or the securities laws of any state
and have been issued and sold in reliance upon
certain exemptive provisions of such laws. Such
shares may not be sold or transferred except if,
in the opinion of counsel reasonably acceptable to
the Company, any such sale or transfer would be
pursuant to an effective registration statement
under the applicable state and federal securities
laws or pursuant to an exemption from such
registration.
8. Registration Rights. If at any time after the
date hereof and prior to the exercise of the Option the Company
shall file a registration statement on which the shares issuable
upon exercise of options granted by the Company or the resale of
such stock may be registered, the Company shall use reasonable
efforts to include the shares underlying this Option in such
registration statement.
9. Binding Effect. This Agreement shall be binding
upon and shall inure to the benefit of the Company and
____________________ and their respective heirs, personal
representatives, successors and assigns; provided that the
assignment of this Agreement by ____________________ is expressly
prohibited pursuant to Section 4 above.
10. Governing Law. This Agreement shall be governed
and construed in accordance with the laws of the State of
Indiana.
11. Information as to Exercise Price. At any time
prior to expiration of the Option, the Company will provide to
____________________, following ____________________'s reasonable
prior written request therefor, complete information with respect
to the Exercise Price and the calculation thereof, and the number
and kind of securities or other property purchasable upon
exercise of the Option.
IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be executed effective as of the day and year first
above written.
"COMPANY"
QUANTUM HEALTH RESOURCES, INC.
By: ___________________________
Its:_______________________
____________________ AFFIRMS THAT HE HAS READ AND
UNDERSTANDS THE CONTENTS OF THIS AGREEMENT AND THAT HE ACCEPTS
THE OPTION ON THE TERMS AND CONDITIONS SET FORTH HEREIN.
_______________________________
_______________________________
Social Security Number
Address: ________________________
________________________<PAGE>
EXHIBIT A
_________
OPTION EXERCISE FORM
_____________________
Quantum Health Resources, Inc.
9100 Keystone Crossing
Suite 500
Indianapolis, IN 46250
Reference is hereby made to that certain Stock Option
Agreement dated January ___, 1996, between Quantum Health
Resources, Inc. and ____________________ (the "Agreement").
Capitalized terms used herein shall have the meanings ascribed in
the Agreement.
The undersigned hereby:
1. Irrevocably subscribes for ______ Shares of Common
Stock of the Company at the Exercise Price (as defined in the
Agreement) and encloses payment herewith, in the manner
prescribed by the Agreement, in the amount of $____________ or
______ shares of common stock of the Company.
2. Acknowledges that such shares shall be issued by
the Company pursuant to, and subject to the terms of the
Agreement and the Stock Agreement.
3. Acknowledges and agrees that such Shares shall
bear a legend substantially similar to that described in the
Agreement.
4. Represents and warrants that he is the sole holder
of the Option, that the Option is outstanding, unexpired and
unexercised to the extent necessary for this exercise, and that
the exercise of the Option hereby is in full compliance with the
terms of the Agreement.
5. [IF A PARTIAL EXERCISE] herewith surrenders to the
Company the Agreement for notation of the partial exercise of the
Option, subject to return to the undersigned upon such notation.
<PAGE>
6. Requests that a certificate for such Shares of
Common Stock be issued in the name of the undersigned and
delivered to the undersigned at the address set forth below.
Date: ____________________
_____________________________
_____________________________
Social Security Number
Address:
_____________________________
_____________________________
INCENTIVE STOCK OPTION AGREEMENT
WITNESSETH:
RECITALS
- --------
A. The Board of Directors of the Company has adopted
the Company's 1991 Restated Stock Option Plan (as amended and
restated through March 29, 1995) (the "Plan") for the purpose of
attracting and retaining the services of selected key employees
(including officers and directors), and consultants and other
independent contractors who contribute to the financial success
of the Company or its parent or subsidiary corporations.
B. Optionee is an employee who is to render valuable
services to the Company or its parent or subsidiary corporations,
and this Agreement is executed pursuant to, and is intended to
carry out the purposes of, the Plan in connection with the
Company's grant to Optionee of an option intended as an
"incentive stock option" within the meaning of that term under
Section 422 of the Internal Revenue Code of 1986, as amended (the
"Code").
C. Capitalized terms not otherwise defined herein
shall have the same meaning as assigned to them under the Plan.
NOW, THEREFORE, it is hereby agreed as follows:
1. Grant of Option. Subject to and upon the terms
and conditions set forth in this Agreement, the Company hereby
grants to Optionee, as of the grant date (the "Grant Notice"), a
stock option to purchase up to that number of shares of the
Company's Common Stock (the "Optioned Shares") as is specified in
the Grant Notice. The Optioned Shares shall be purchasable from
time to time during the option term at the option price per share
(the "Option Price") specified in the Grant Notice.
2. Option Term. This option shall have a maximum
term of ten (10) years measured from the Grant Date and shall
accordingly expire at the close of business on the expiration
date (the "Expiration Date") specified in the Grant Notice,
unless sooner terminated in accordance with Paragraph 5 or
Paragraph 6.
3. Option Nontransferable; Exception. This option
shall be neither transferable nor assignable by Optionee other
than by will or by the laws of descent and distribution and may
be exercised, during Optionee's lifetime, only by Optionee.
4. Dates of Exercise. This option shall become
exercisable for the Optioned Shares in one or more installments
as is specified in the Grant Notice. As the option becomes
exercisable in one or more installments, the installments shall
accumulate and the option shall remain exercisable for such
installments until the Expiration Date or the sooner termination
of the option term under Paragraph 5 or Paragraph 6 of this
Agreement.
5. Accelerated Termination of Option Term. The
option term specified in Paragraph 2 shall terminate (and this
option shall cease to be exercisable) prior to the Expiration
Date should one of the following provisions become applicable:
(i) Except as otherwise provided in subparagraph (ii)
or (iii) below, should Optionee cease to remain in Service,
then the period for exercising this option shall be reduced
to a three (3)-month period commencing with the date of such
cessation of Service, but in no event shall this option be
exercisable at any time after the Expiration Date. Upon the
expiration of such three (3)-month period or (if earlier)
upon the Expiration Date, this option shall terminate and
cease to be outstanding.
(ii) Should Optionee die while this option is
outstanding, then the personal representative of the
Optionee's estate or the person or persons to whom the
option is transferred pursuant o the Optionee's will or in
accordance with the law of descent and distribution shall
have the right to exercise this option. Such right shall
lapse and this option shall cease to be exercisable upon the
earlier of (A) the expiration of the twelve (12) month
period measured from the date of Optionee's death or (B) the
Expiration Date. Upon the expiration of such twelve (12)
month period or (if earlier) upon the Expiration Date, this
option shall terminate and cease to be outstanding.
(iii) Should Optionee become permanently disabled and
cease by reason thereof to remain in Service, then the
Optionee shall have a period of twelve (12) months
(commencing with the date of such cessation of Service)
during which to exercise this option, but in no event shall
this option be exercisable at any time after the Expiration
Date. Optionee shall be deemed to be permanently disabled
if Optionee is, by reason of any medically determinable
physical or mental impairment expected to result in death or
to be of continuous duration of not less than twelve (12)
consecutive months or more, unable to perform his/her usual
duties for the Company or the parent or subsidiary
corporation retaining his/her services. Upon the expiration
of such limited period of exercisability or (if earlier)
upon the Expiration Date, this option shall terminate and
cease to be outstanding.
(iv) During the limited period of exercisability
applicable under subparagraphs (i), (ii) or (iii) above,
this option may be exercised for any or all of the Optioned
Shares for which this option is, at the time of the
Optionee's cessation of Service, exercisable in accordance
with the exercise schedule specified in the Grant Notice and
the provisions of Paragraph 6 of this Agreement.
(v) For purposes of this Paragraph 5 and for all other
purposes under this Agreement:
(1) The Optionee shall be deemed to remain in
Service for so long as the Optionee continues to render
periodic services to the Company or any parent or
subsidiary corporation, as an Employee of the Company.
(2) The Optionee shall be deemed to be an
Employee of the Company and to continue in the
Company's employ for so long as the Optionee remains in
the employ of the Company or one or more of its parent
or subsidiary corporations. An Optionee shall continue
to be an Employee of the Company during a leave of
absence approved by the Board of Directors; provided,
however, that such leave of absence does not exceed 90
days in which case the Optionee shall cease to be an
Employee unless the Optionee's right to reemployment
after such period is guaranteed by statute or contract.
(3) A corporation shall be considered to be a
subsidiary corporation of the Company if it is a member
of an unbroken chain of corporations beginning with the
Company, provided each such corporation in the chain
(other than the last corporation) owns, at the time of
determination, stock possessing 50% or more of the
total combined voting power of all classes of stock in
one of the other corporations in such chain.
(4) A corporation shall be considered to be a
parent corporation of the Company if it is a member of
an unbroken chain ending with the Company, provided
each such corporation in the chain (other than the
Company) owns, at the time of determination, stock
possessing 50% or more of the total combined voting
power of all classes of stock in one of the other
corporations in such chain.
6. Acceleration of Option.
A. Upon the first occurrence of any of the following
events (each an "Acceleration Event"):
(i) the merger, consolidation or reorganization of the
Company into or with another corporation or other legal
person, if as a result of such merger, consolidation or
reorganization less than 60% of the combined voting power of
the then-outstanding securities of such corporation or
person immediately after such transaction are held in the
aggregate by the holders of Voting Stock (as that term is
hereafter defined) of the Company immediately prior to such
transaction by reason of their ownership of voting stock of
the Company;
(ii) the sale or transfer by the Company of all or
substantially all of its assets to another corporation or
other legal person, if as a result of such sale or transfer
less than 60% of the combined voting power of the then-
outstanding securities of such corporation or person
immediately after such sale or transfer is held in the
aggregate by the holders of Voting Stock of the Company
immediately prior to such sale or transfer by reason of
their ownership of voting stock of the Company;
(iii) the filing of a report on Schedule 13D or
Schedule 14D-1 (or any successor schedule, form or report),
each as promulgated pursuant to the Securities Exchange Act
of 1934, as amended (the "Exchange Act"), disclosing that
any person (as the term "person" is used in Section 13(d)(3)
or Section 14(d)(2) of the Exchange Act) has become the
beneficial owner (as the term "beneficial owner" is defined
under Rule 13d-3 or any successor rule or regulation
promulgated under the Exchange Act) of securities
representing more than 50% of the combined voting power of
the then-outstanding securities entitled to vote generally
in the election of directors of the Company ("Voting
Stock");
(iv) if during any period of two consecutive years,
individuals who, at the beginning of such period constituted
the directors of the Company, cease for any reason to
constitute a majority thereof (unless the election, or the
nomination for election by the Company's shareholders, of
each director of the Company first elected during such
period was approved by a voter of at least two-thirds of the
directors then still in office who were directors of the
Company at the beginning of any such period; or
(v) the occurrence of any other event or series of
events, which event or series of events, in the opinion of
the Board, will, or is likely to, if carried out, result in
a change of control of the Company;
then the exercisability of this option shall, to the extent it is
not otherwise at the time fully exercisable, be automatically
accelerated so that such option shall immediately become fully
exercisable with respect to the Optioned Shares and may be
exercised for all or any portion of such shares.
B. This Agreement shall not in any way affect the
right of the Company to adjust, reclassify, reorganize or
otherwise make changes in its capital or business structure or to
merge, consolidate, dissolve, liquidate or sell or transfer all
or any part of its business or assets.
7. Adjustment in Optioned Shares. In the event any
change is made to the Common Stock issuable under the Plan by
reason of any (i) Acceleration Event or (ii) stock split, stock
dividend, combination of shares, exchange of shares, or other
change affecting the outstanding Common Stock as a class without
receipt of consideration, appropriate adjustments shall be made
to (i) the class and/or number of Optioned Shares subject to his
option and (ii) the Option Price payable per share in order to
reflect such change and thereby preclude a dilution or
enlargement of benefits hereunder. In the event of any such
Acceleration Event, the Plan Administrator may provide in
substitution for any or all outstanding options under the Plan
such alternative consideration as it may in good faith determine
to be equitable under the circumstances and may require in
connection therewith the surrender of all options so replaced.
The purpose of the foregoing provisions shall be to preclude the
enlargement or dilution of rights and benefits under the
outstanding options.
8. Privilege of Stock Ownership. The holder of this
option shall not have any of the rights of a shareholder with
respect to the Optioned Shares until such individual shall have
exercised the option and paid the Option Price.
9. Manner of Exercising Option.
A. In order to exercise this option with respect to
all or any part of the Optioned Shares for which this option is
at the time exercisable, Optionee (or in the case of exercise
after Optionee's death, Optionee's executor, administrator, heir
or legatee, as the case may be) must take the following actions:
(i) Execute and deliver to the Secretary of the
Company a notice of exercise (the "Notice of Exercise")
in substantially the form of Exhibit B to the Grant
Notice.
(ii) Pay the aggregate Option Price for the
purchased shares in one or more of the following
alternative forms:
1. full payment in cash or check;
2. full payment in shares of Common Stock
of the Company which have been owned by the
Optionee (i) more than one year if previously
acquired upon exercise of an incentive stock
option or (ii) more than six months if previously
acquired otherwise at Fair Market Value on the
Exercise Date (as such terms are defined below);
3. full payment in a combination of (i)
shares of Common stock of the Company which have
been owned by the Optionee (a) more than one year
if previously acquired upon exercise of an
incentive stock option or (b) more than six months
if previously acquired otherwise at Fair Market
Value on the Exercise Date and (ii) cash or check;
4. payment effected through a broker-dealer
sale and remittance procedure pursuant to which
the Optionee (i) shall provide irrevocable written
instructions to the designated broker-dealer to
effect the immediate sale of the purchased shares
and remit to the Company, out of the sale
proceeds, an amount equal to the aggregate Option
Price payable for the purchased shares plus
interest at the applicable federal rate from the
date of exercise to the date of payment plus all
applicable Federal and State income and employment
taxes required to be withheld by the Company by
reason of such purchase and (ii) shall provide
written directives to the Company to deliver the
certificates for the purchased shares directly to
such broker-dealer, in order to complete the sale
transaction <F1>;
[FN]
<F1> If the Optionee is at the time subject to the short-swing
profit restrictions of the Federal securities laws, the special
sale and remittance procedure may be utilized to the extent, that
such utilization (i) would not otherwise result in a violation of
such restrictions or (ii) is, if the Optionee is a non-employee,
permissible under applicable regulations of the Federal Reserve
Board.
5. payment with any other property
acceptable to the Plan Administrator which has a
fair market value on the Exercise Date equal to
the option price and serves as valid consideration
for issuance of the Corporation's Common Stock
under Delaware law; or
6. any other form which the Plan
Administrator may, in its discretion, approve at
the time of exercise in accordance with the
provisions of Paragraph 15 of this Agreement.
B. For purposes of this Agreement, the Fair Market
Value of a share of Common Stock on any relevant date shall be
determined in accordance with subparagraphs (i) through (iii)
below, and the Exercise Date shall be the date on which the
executed Notice of Exercise is delivered to the Company. Except
to the extent the sale and remittance procedure of clause (ii) 4
is utilized, payment of the Option Price for the purchase shares
must accompany the Exercise Notice.
(i) if the Common Stock is not on the date in question
listed or admitted to trading on any stock exchange, but is
traded in the over-the-counter market, the Fair Market Value
shall be the mean between the highest bid and lowest asked
prices (or if such information is available, the closing
selling price) per share of Common Stock on such date in the
over-the-counter market, as such prices are reported by the
National Association of Securities Dealers through its
NASDAQ system or any successor system. If there are no
reported bid and asked prices (or closing selling price) for
the common stock on the date in question, then the mean
between the highest bid and lowest asked prices (or closing
selling price) on the last preceding date for which such
quotations exist shall be determinative of Fair Market
Value.
(ii) If the Common stock is on the date in question
listed or admitted to trading on any stock exchange, then
the Fair Market Value shall be the closing selling price per
share of Common Stick on such date on the stock exchange
determined by the Plan Administrator to be the primary
market for the Common Stock, as such price is officially
quoted in the composite tape of transactions on such
exchange. If there is no reported sale of Common Stock on
such exchange on the date in question, then the Fair Market
Value shall be the closing selling price on the exchange on
the last preceding date for which such quotation exists.
(iii) If the Common Stock is on the date in question
neither listed or admitted to trading on any stock exchange
nor traded in the over-the-counter market, then the Fair
Market Value shall be determined by the Plan Administrator
after taking into account such factors as the Plan
Administrator shall deem appropriate.
C. As soon after the Exercise Date as practical, the
Company shall mail or deliver to Optionee or to the other person
or persons exercising this option a certificate or certificates
representing the shares so purchased and paid for, with the
appropriate legends affixed thereto.
D. In no event may this option be exercised for any
fractional shares.
10. Compliance with Laws and Regulations.
A. The exercise of this option and the issuance of
Optioned Shares upon such exercise shall be subject to compliance
by the Company and the Optionee with all applicable requirements
of law relating thereto and with all applicable regulations of
any stock exchange on which shares of the Company Common Stock
may be listed at the time of such exercise and issuance.
B. In connection with the exercise of this option,
Optionee shall execute and deliver to the Company such
representations in writing as may be requested by the Company in
order for it to comply with the applicable requirements of
Federal and State securities laws.
11. Successors and Assigns. Except to the extent
otherwise provided in Paragraph 3 or 6, the provision of this
Agreement shall inure to the benefit of, and be biding upon, the
successors, administrators, heirs, legal representatives and
assigns of Optionee and the successors and assigns of the
Company.
12. Liability of Company.
A. If the Optioned Shares covered by this Agreement
exceed, as of the Grant Date, the number of shares of Common
Stock which may without shareholder approval be issued under the
Plan, then this option shall be void with respect to such excess
shares, unless shareholder approval of an amendment sufficiently
increasing the number of shares of Common Stock issuable under
the Plan is obtained in accordance with the provisions of Article
Four Section III of the Plan.
B. The inability of the Company to obtain approval
from any regulatory body having authority deemed by the Company
to be necessary to the lawful issuance and sale of any Common
Stock pursuant to this option shall relieve the Company of any
liability with respect to the non-issuance or sale of the Common
Stock as to which such approval shall not have been obtained.
The Company, however, shall use its best efforts to obtain all
such approvals.
13. No Employment or Service Contract. Nothing in
this Agreement or in the Plan shall confer upon the Optionee any
right to continue in the service of the Company (or any parent or
subsidiary corporation of the Company employing or retaining
Optionee) for any period of specific duration or interfere with
or otherwise restrict in any way the rights of the Optionee,
which rights are hereby expressly reserved by each, to terminate
Optionee's Service at any time for any reason whatsoever, with or
without cause.
14. Notices. Any notice required to be given or
delivered to the Company under the terms of this Agreement shall
be in writing and addressed to the Company in care of the
Corporate Secretary at its principal corporate offices. Any
notice required to be given or delivered to Optionee shall be in
writing and addressed to Optionee at the address indicated below
Optionee's signature line on the Grant Notice. All notices shall
be deemed to have been given or delivered upon personal delivery
or upon deposit in the U.S. mail, postage prepaid and properly
addressed to the party to be notified.
15. Loans. The Plan Administrator may, in its
absolute discretion and without any obligation to do so, assist
the Optionee in the exercise of this option by (i) authorizing
the extension of a loan to the Optionee from the Company or (ii)
permitting the Optionee to pay the option price for the purchased
Common Stock in installments over a period of years. The terms
of any such loan or installment method of payment (including the
interest rate, the requirements for collateral and the terms of
repayment) shall be established by the Plan Administrator in its
sole discretion.
16. Construction. This Agreement and the option
evidenced hereby are made and granted pursuant to the Plan and
are in all respects limited by and subject to the express terms
and provisions of the Plan. All decisions of the Plan
Administrator with respect to any question or issue arising under
the Plan or this Agreement shall be conclusive and binding on all
persons having an interest in this option.
17. Governing Law. The interpretation, performance,
and enforcement of this Agreement shall be governed by the laws
of the State of California without resort to that State's
conflict-of-laws rules.
18. Tax Withholding.
A. Optionee hereby agrees to make appropriate
arrangements with the Company or parent or subsidiary corporation
employment Optionee for the satisfaction of any Federal, State or
local income tax withholding requirements and Federal social
security employee tax requirements applicable to the exercise of
this option.
B. The Company's obligation to deliver shares of
common stock and/or cash upon the exercise of this option or any
related stock appreciation right shall be subject to the
satisfaction of all applicable Federal, State and local income
and employment tax withholding requirements.
<PAGE>
COMPLETE WITH DOCUMENT WHEN EXERCISING AN OPTION
FOR FULLY VESTED SHARES
NOTICE OF EXERCISE OF STOCK OPTION
I hereby notify Quantum Health Resources, Inc. (the
"Company") that I elect to purchase _________ shares of Common
Stock of the Company (the "Purchased Shares") pursuant to that
certain option (the "Option") granted to me on _______________,
199__ to purchase up to _______ shares of the Company's Common
Stock at an option of $__________ per share (the "Option Price")
the fair market value of a share of the Company's Common Stock as
of the date hereof.
Concurrently with the delivery of this Exercise Notice
to the Secretary of the Company, I hereby pay to the Company the
Option Price for the Purchased Shares in accordance with the
provisions of my agreement with the Company evidencing the Option
and shall deliver whatever additional documents may be required
by such agreement as a condition for exercise.
_________________________ _____________________________
Date Optionee
Address:_____________________
_____________________________
Print name in exact manner
it is to appear on the
stock certificate: _____________________________
Address to which certificate
is to be sent, if different
from address above: _____________________________
_____________________________
_____________________________
Social Security Number: _____________________________
STOCK OPTION AGREEMENT
(Non-employee Director)
WITNESSETH:
RECITALS
A. The Board of Directors of the Company has adopted the
Company's 1991 Restated Stock Option Plan (as amended and
restated through March 29, 1995) (the "Plan") for the purpose of
attracting and retaining the services of selected key employees
(including officers and directors), and consultants and other
independent contractors who contribute to the financial success
of the Company or its parent or subsidiary corporations.
B. Optionee is a non-employee Director of the Company who
is to render valuable services to the Company or its parent or
subsidiary corporations, and this Agreement is executed pursuant
to, and is intended to carry out the purposes of, the Plan in
connection with the Company's grant of a non-qualified stock
option.
C. Capitalized terms not otherwise defined herein shall
have the same meaning as assigned to them under the Plan.
NOW, THEREFORE, it is hereby agreed as follows:
1. Grant of Option. Subject to and upon the terms
and conditions wet forth in this Agreement, the Company hereby
grants to Optionee, as of the grant date (the "Grant Date")
specified in the accompanying Notice of Grant of Stock Option
(the "Grant Notice"), a stock option to purchase up to that
number of shares of the Company's Common Stock (the "Optionee
Shares") as is specified in the Grant Notice. The Optionee
Shares shall be purchasable from time to time during the option
term at the option price per share (the "Option Price") specified
in the Grant Notice.
2. Option Term. This option shall have a maximum
term of ten (10) years measured from the Grant Date and shall
accordingly expire at the close of business on the expiration
date (the "Expiration Date") specified in the Grant Notice,
unless sooner terminated in accordance with Paragraph 5 or
Paragraph 7.
3. Option Nontransferable: Exception. This option
shall be neither transferable nor assignable by Optionee other
than by will or by the laws of descent and distribution and may
be exercised, during Optionee's lifetime, only by Optionee.
4. Dates of Exercise. This option shall become
exercisable for the Optionee Shares in one or more installments
as is specified in the Grant Notice. As the option becomes
exercisable in one or more installments, the installments shall
accumulate and the option shall remain exercisable for such
installments until the Expiration Date or the sooner termination
of the option term under Paragraph 5 or Paragraph 6 of this
Agreement.
5. Accelerated Termination of Option Term. The
option term specified in Paragraph 2 shall terminate (and this
option shall cease to be exercisable) prior to the Expiration
Date should one of the following provisions become applicable.
(i) Except as otherwise provided in subparagraph (ii)
or (iii) below, should Optionee cease to remain in Service,
then the period for exercising this option shall be reduced
to a three (3) month period commencing with the date of such
cessation of Service, but in no event shall this option be
exercisable at any time after the Expiration Date. Upon the
expiration of such three (3) month period or (if earlier)
upon the Expiration Date, this option shall terminate and
cease to be outstanding.
(ii) Should Optionee die while this option is
outstanding, then the personal representative of the
Optionee's estate or the person or persons to whom the
option is transferred pursuant to the Optionee's will or in
accordance with the law of descent and distribution shall
have the right to exercise this option. Such right shall
lapse and this option shall cease to be exercisable upon the
earlier of (A) the expiration of the twelve (12) month
period measured from the date of Optionee's death or (B) the
Expiration Date. Upon the expiration of such twelve (12)
month period or (if earlier) upon the Expiration Date, this
option shall terminate and cease to be outstanding.
(iii) Should Optionee become permanently disabled
and cease by reason thereof to remain in Service, then the
Optionee shall have a period of twelve (12) months
(commencing with the date of such cessation of Service)
during which to exercise this option, but in no event shall
this option be exercisable at any time after the Expiration
Date. Optionee shall be deemed to be permanently disabled
if Optionee is, by reason of any medically determinable
physical or mental impairment expected to result in death or
to be of continuous duration of not less than twelve (12)
consecutive months or more, unable to perform his/her usual
duties for the Company or the parent or subsidiary
corporation retaining his/her services. Upon the expiration
of such limited period of exercisability or (if earlier)
upon the Expiration Date, this option shall terminate and
cease to be outstanding.
(iv) During the limited period of exercisability
applicable under subparagraphs (i), (ii) or (iii) above,
this option may be exercised for any or all of the Optionee
Shares for which this option is, at the time of the
Optionee's cessation of Service, exercisable in accordance
with the exercise schedule specified in the Grant Notice and
the provisions of Paragraph 6 of this Agreement.
(v) For purposes of this Paragraph 5 and for all other
purposes under this Agreement.
(1) The Optionee shall be deemed to remain in
Service for so long as the Optionee continues to render
periodic services to the Company or any parent or subsidiary
corporation, whether as an Employee, a non-employee member
of the board of directors, or an independent contractor or
consultant.
(2) The Optionee shall be deemed to be an
Employee of the Company and to continue in the Company's
employ for so long as the Optionee remains in the employ of
the Company or one or more of its parent or subsidiary
corporations.
(3) A corporation shall be considered to be a
subsidiary corporation of the Company if it is a member of
an unbroken chain of corporations beginning with the
Company, provided each such corporation in the chain (other
than the last corporation) owns, at the time of
determination, stock possessing 50% or more of the total
combined voting power of all classes of stock in one of the
other corporations in such chain.
(4) A corporation shall be considered to be a
parent corporation of the Company, if it is a member of an
unbroken chain ending with the Company, provided each such
corporation in the chain (other than the Company) owns, at
the time of determination, stock possessing 50% or more of
the total combined voting power of all classes of stock in
one of the other corporations in such chain.
6. Acceleration of Option.
A. Upon the first occurrence of any of the following
events (such an "Acceleration Event"):
(i) the merger, consolidation or reorganization of the
Company into or with another corporation or other legal
person, if as a result of such merger, consolidation or
reorganization less than 60% of the combined voting power of
the then-outstanding securities of such corporation or
person immediately after such transaction are held in the
aggregate by the holders of Voting Stock (as that term is
hereafter defined) of the Company immediately prior to such
transaction by reason of their ownership of voting stock of
the Company;
(ii) the sale or transfer of the Company of all or
substantially all of its assets to another corporation or
other legal person, if as a result of such sale or transfer
less than 60% of the combined voting power of the then-
outstanding securities of such corporation or person
immediately after such sale or transfer is held in the
aggregate by the holders of Voting Stock of the Company
immediately prior to such sale or transfer by reason of
their ownership of voting stock of the Company;
(iii) the filing of a report on Schedule 13D or
Schedule 14D-1 (or any successor schedule, form or report),
each as promulgated pursuant to the Securities Exchange Act
of 1934, as amended (the "Exchange Act"), disclosing that
any person (as the term "person" is used in Section 13(d)(3)
or Section 14(d)(2) of the Exchange Act) has become the
beneficial owner (as the term "beneficial owner" is defined
under Rule 13d-3 or any successor rule or regulation
promulgated under the Exchange Act) of securities
representing more than 50% of the combined voting power of
the then-outstanding securities entitled to vote generally
in the election of directors of the Company ("Voting
Stock");
(iv) if during any period of two consecutive years,
individuals who, at the beginning of such period constituted
the directors of the Company, cease for any reason to
constitute a majority thereof (unless the election, or the
nomination for election by the Company's shareholders, of
each director of the Company first elected during such
period was approved by a voter of at least two-thirds of the
directors then still in office who were directors of the
Company at the beginning of any such period; or then the
exercisability of this option shall, to the extent it is not
otherwise at the time fully exercisable, be automatically
accelerated so that such option shall immediately become
fully exercisable with respect to the Optionee Shares and
may be exercised for all or any portion of such shares.
B. This Agreement shall not in any way affect the
right of the Company to adjust, reclassify, reorganize or
otherwise make changes in its capital or business structure or to
merge, consolidate, dissolve, liquidate or sell or transfer all
or any part of its business or assets.
7. Adjustment in Optionee Shares. In the event any
change is made to the Common Stock issuable under the Plan by
reason of any (i) Acceleration Event or (ii) stock split, stock
dividend, combination of shares, exchange of shares, or other
change affecting the outstanding Common Stock as a class without
receipt of consideration, appropriate adjustments shall be made
to (I) the class and/or number of Optionee Shares subject to his
option and (II) the Option Price payable per share in order to
reflect such change and thereby preclude a dilution or
enlargement of benefits hereunder. In the event of any such
Acceleration Event, the Plan Administrator may provide in
substitution for any or all outstanding options under the Plan
such alternative consideration as it may in good faith determine
to be equitable under the circumstances and may require in
connection therewith the surrender of all options so replaced.
The purpose of the foregoing provisions shall be to preclude the
enlargement or dilution of rights and benefits under the
outstanding options.
8. Privilege of Stock Ownership. The holder of this
option shall not have any of the rights of a shareholder with
respect to the Optionee Shares until such individual shall have
exercised the option and paid the Option Price.
9. Manner of Exercising Option.
A. In order to exercise this option with respect to
all or any part of the Optionee Shares for which this option, is
at the time exercisable, Optionee (or in the case of exercise
after Optionee's death, Optionee's executor, administrator, heir
or legatee, as the case may be) must take the following actions:
(i) Execute and deliver to the Secretary of the
Company a notice of exercise (the "Notice of Exercise") in
substantially the form of Exhibit B to the Grant Notice.
(ii) Pay the aggregate Option Price for
the purchased shares in one or more of the
following alternative forms:
1. full payment in cash or check;
2. full payment in shares of Common Stock of the
Company which have been owned by the Optionee (i) more than
one year if previously acquired upon exercise of an
incentive stock option or (ii) more than six months if
previously acquired otherwise at Fair Market Value on the
Exercise Date (as such terms are defined below);
3. full payment in a combination of (i) shares
of Common Stock of the Company which have been owned by the
Optionee (a) more than one year if previously acquired upon
exercise of an incentive stock option or (b) more than six
months if previously acquired otherwise at Fair Market Value
on the Exercise Date and (ii) cash or check;
4. payment effected through a broker-dealer sale
and remittance procedure pursuant to which the Optionee (i)
shall provide irrevocable written instructions to the
designated broker-dealer to effect the immediate sale of the
purchased shares and remit to the Company, out of the sale
proceeds, an amount equal to the aggregate Option Price
payable for the purchased shares plus all applicable Federal
and State income and employment taxes required to be
withheld by the Company by reason of such purchase and (ii)
shall provide written directives to the Company to deliver
the certificates for the purchased shares directly to such
broker-dealer, in order to complete the sale
transaction<F1>;
[FN]<F1> If the Optionee is at the time subject to the short-
swing profit restrictions of the Federal securities laws, the
special sale and remittance procedure may be utilized to the
extent, that such utilization (i) would not otherwise result in a
violation of such restrictions or (ii) is, if the Optionee is a
non-employee, permissible under applicable regulations of the
Federal Reserve Board.
5. payment with any other property acceptable to
the Plan Administrator which has a fair market value on the
Exercise Date equal to the option price and serves as valid
consideration for issuance of the Corporation's Common Stock
under Delaware law; or
6. any other form which the Plan Administrator
may, in its discretion, approve at the time of exercise in
accordance with the provisions of Paragraph 15 of this
Agreement.
B. For purposes of this Agreement, the Fair Market
Value of a share of Common Stock on any relevant date shall be
determined in accordance with subparagraphs (i) through (iii)
below, and the Exercise Date shall be the date on which the
executed Notice of Exercise is delivered to the Company. Except
to the extent the sale and remittance procedure of clause (ii) 4
is utilized, payment of the Option Price for the purchased shares
must accompany the Exercise Notice.
(i) If the Common Stock is not on the date in question
listed or admitted to trading on any stock exchange, but is
traded in the over-the-counter market, the Fair Market Value
shall be the mean between the highest bid and lowest asked
prices (or if such information is available, the closing
selling price) per share of Common Stock on such date in the
over-the-counter market, as such prices are reported by the
National Association of Securities Dealers through its
NASDAQ system or any successor system. If there are no
reported bid and asked prices (or closing selling price) for
the common stock on the date in question, then the mean
between the highest bid and lowest asked prices (or closing
selling price) on the last preceding date for which such
quotations exist shall be determinative of Fair Market
Value.
(ii) If the Common stock is on the date
in question listed or admitted to trading on
any stock exchange, then the Fair Market
Value shall be the closing selling price per
share of Common Stock on such date on the
stock exchange determined by the Plan
Administrator to be the primary market for
the Common Stock, as such price is officially
quoted in the composite tape of transactions
on such exchange. If there is no reported
sale of Common Stock on such exchange on the
date in question, then the Fair Market Value
shall be the closing selling price on the
exchange on the last preceding date for which
such quotation exists.
(iii) If the Common Stock is on the
date in question neither listed or admitted
to trading on any stock exchange nor traded
in the over-the-counter market, then the Fair
Market Value shall be determined by the Plan
Administrator after taking into account such
factors as the Plan Administrators shall deem
appropriate.
C. As soon after the Exercise Date as practical, the
Company shall mail or deliver to Optionee or to the other person
or persons exercising this option a certificate or certificates
representing the shares so purchased and paid for, with the
appropriate legends affixed thereto.
D. In no event may this option be exercised for any
fractional shares.
10. Compliance with Laws and Regulations.
A. The exercise of this option and the issuance of
Optionee Shares upon such exercise shall be subject to compliance
by the Company and the Optionee with all applicable requirements
of law relating thereto and with all applicable regulations of
any stock exchange on which shares of the Company's Common Stock
may be listed at the time of such exercise and issuance.
B. In connection with the exercise of this option,
Optionee shall execute and deliver to the Company such
representations in writing as may be requested by the Company in
order for it to comply with the applicable requirements of
Federal and State securities laws.
11. Successors and Assigns. Except to the extent
otherwise provided in Paragraph 3 or 6, the provision of this
Agreement shall inure to the benefit of, and be binding upon, the
successors, administrators, heirs, legal representatives and
assigns of Optionee and the successors and assigns of the
Company.
12. Liability of Company.
A. If the Optionee Shares covered by this Agreement
exceed, as of the Grant Date, the number of shares of Common
Stock which may without shareholder approval be issued under the
Plan, then this option shall be void with respect to such excess
shares, unless shareholder approval of an amendment sufficiently
increasing the number of shares of Common Stock issuable under
the Plan is obtained in accordance with the provisions of Article
Four Section III of the Plan.
B. The inability of the Company to obtain approval
from any regulatory body having authority deemed by the Company
to be necessary to the lawful issuance and sale of any Common
Stock pursuant to this option shall relieve the Company of any
liability with respect to the non-issuance or sale of the Common
Stock as to which such approval shall not have been obtained.
The Company, however, shall use its best efforts to obtain all
such approvals.
13. No Employment or Service Contract. Nothing in
this Agreement or in the Plan shall confer upon the Optionee any
right to continue in the service of the Company (or any parent or
subsidiary corporation of the Company employing or retaining
Optionee) for any period of specific duration or interfere with
or otherwise restrict in any way the rights of the Optionee,
which rights are hereby expressly reserved by each, to terminate
Optionee's Service at any time for any reason whatsoever, with or
without cause.
14. Notices. Any notice required to be given or
delivered to the Company under the terms of this Agreement shall
be in writing and addressed to the Company in care of the
Corporate Secretary at its principal corporate offices. Any
notice required to be given or delivered to Optionee shall be in
writing and addressed to Optionee at the address indicated below
Optionee's signature line on the Grant Notice. All notices shall
be deemed to have been given or delivered upon personal delivery
or upon deposit in the U.S. mail, postage prepaid and properly
addressed to the party to be notified.
15. Loans. The Plan Administrator may, in its
absolute discretion and without any obligation to do so, assist
the Optionee in the exercise of this option by (i) authorizing
the extension of a loan to the Optionee from the Company or (ii)
permitting the Optionee to pay the option price for the purchased
Common Stock in installments over a period of years. The terms
of any such loan or installment method of payment (including the
interest rate, the requirements for collateral and the terms of
repayment) shall be established by the Plan Administrator in its
sole discretion.
16. Construction. This Agreement and the option
evidenced hereby are made and granted pursuant to the Plan and
are in all respects limited by and subject to the express terms
and provisions of the Plan. all decisions of the Plan
Administrator with respect to any question or issue arising under
the Plan or this Agreement shall be conclusive and binding on all
persons having an interest in this option.
17. Governing Law. The interpretation, performance,
and enforcement of this Agreement shall be governed by the laws
of the State of California without resort to that State's
conflict-of-laws rules.
18. Satisfaction of Tax withholding.
Optionee hereby agrees to make appropriate arrangements
with the Company or parent or subsidiary corporation employment
Optionee for the satisfaction of any Federal, State or local
income tax withholding requirements and Federal social security
employee tax requirements applicable to the exercise of this
option.
19. Tax Withholding.
A. The Company's obligation to deliver shares of
common stock and/or cash upon the exercise of this option or any
related stock appreciation right shall be subject to the
satisfaction of all applicable Federal, State and local income
and employment tax withholding requirements.
B. Optionee may elect to have the Company withhold
from the shares of Common Stock acquired under this option one or
more of such shares with an aggregate Fair Market Value equal to
the designated percentage (any multiple of 5% up to 100% as
specified by the Optionee) of the Federal and State income taxes
incurred in connection with the acquisition of such shares. In
lieu of the direct withholding provisions of this Subparagraph B,
Optionee may also hereby elect to deliver shares of Company Stock
to the Company in satisfaction of the Federal and State tax
liability incurred in connection with the exercise of this
option.
C. Each such tax withholding election shall be
subject to the following terms and conditions:
(i) The election must be made on or before the date
the amount of the Federal and State income tax liability
incurred in connection with the acquisition of the shares is
determined (the "Tax Determination Date").
(ii) The election shall be irrevocable.
(iii) The election shall be subject to the approval
of the Plan Administrator, and no shares of Common Stock
shall be accepted in satisfaction of the applicable taxes
except to the extent the election is approved by the Plan
Administrator.
(iv) The shares of Common Stock to be withheld pursuant
to the election shall be valued on the Tax Determination
Date in accordance with the Fair Market Value provisions of
Paragraph 9.B.
(v) In no event may be Optionee's requested
withholding exceed the dollar amount of the Federal and
State income taxes incurred in connection with the
acquisition of Common Stock under this option.
D. If Optionee is a Section 16(b) Insider at the time
the election is to be made, then the following limitations, in
addition to the provisions of Subparagraph B. above, shall also
be applicable.
(i) The election may only be made with respect to
shares of Common Stock acquired hereunder after this option
has been outstanding for a period of at least six (6) months
after the Grand Date.
(ii) The election must be made either (A) six (6)
months or more prior to the Tax Determination Date or (B)
concurrently with the exercise of the option during any
quarterly "window" period beginning on the third (3rd)
business day following the date of public release of the
Company's quarterly or annual summary statement of sales and
earnings and ending on the twelfth (12th) business day
following such release date.
<PAGE>
COMPLETE WITH DOCUMENT WHEN EXERCISING AN OPTION FOR FULLY VESTED
SHARES
NOTICE OF EXERCISE OF STOCK OPTION
I hereby notify Quantum Health Resources, Inc. (the
"Company") that I elect to purchase __________ shares of Common
Stock of the Company (the "Purchased Shares") pursuant to that
certain option (the "Option") granted to me on ______________,
19__ to purchase up to ______ shares of the Company's Common
Stock at an option of $__________ per share (the "Option Price")
the fair market value of a share of the Company's Common Stock as
of the date hereof.
Concurrently with the delivery of this Exercise Notice to
the Secretary of the Company, I hereby pay to the Company the
Option Price for the Purchased Shares in accordance with the
provisions of my agreement with the Company evidencing the Option
and shall deliver whatever additional documents may be required
by such agreement as a condition for exercise.
______________________ _________________________
Date Optionee
Address: _________________________
_________________________
Print name in exact manner
it is to appear on the stock
certificate:
__________________________
Address to which certificate
is to be sent, if different
from address above.
___________________________
___________________________
___________________________
Social Security Number:
___________________________
QUANTUM HEALTH RESOURCES, INC.
4% Convertible Subordinated Debenture Due 2000
No. ________ $_______
CUSIP __________
Quantum Health Resources, Inc., a corporation duly organized
and existing under the laws of Delaware (herein called the
"Company", which term includes any successor Person under the
Indenture hereinafter referred to), for value received, hereby
promises to pay to __________________, or registered assigns, the
principal sum of __________________ Dollars on October 1, 2000,
and to pay interest thereon from October 8, 1993 or from the most
recent date on which interest has been paid or duly provided for,
semi-annually on April 1 and October 1 each year, commencing
April 1, 1994, at the rate of 4.25 per annum, until the principal
hereof is paid or duly provided for. The interest so payable,
and punctually paid or duly provided for, on any April 1 or
October 1 will, as provided in the Indenture, be paid to the
Person in whose name this Debenture (or one or more Predecessor
Debentures) is registered at the close of business on March 15 or
September 15, as the case may be, next preceding such interest
payment date. Any such interest not so punctually paid or duly
provided for will forthwith cease to be payable to the Holder of
the Debenture on such March 15 or September 15, as the case may
be, and shall be payable as provided in the Indenture.
Notwithstanding the foregoing, if the date of the Debenture is
after any March 15 or September 15 and before the following April
1 or October 1, respectively, this Debenture shall bear interest
from such April 1 or October 1; PROVIDED, HOWEVER, that if the
Company shall default in the payment of interest due on such
April 1 or October 1, then this Debenture shall bear interest
from the next preceding April 1 or October 1, as the case may be,
to which interest has been paid or duly provided for or, if no
interest has been paid or duly provided for on such Debenture,
from October 8, 1993. Payment of the principal of (and premium,
if any) and interest on this Debenture will be made at the office
or agency of the Company maintained for that purpose in the
Borough of Manhattan, the City of New York, in such coin or
currency of the United States of America as at the time of
payment is legal tender for payment of public and private debts;
PROVIDED, HOWEVER, that at the option of the Company payment of
interest may be made by check mailed to the address of the person
entitled thereto as such address shall appear in the register for
the Debenture.
Reference is hereby made to the further provisions of this
Debenture set forth on the reverse hereof, including, without
limitation, provisions subordinating the payment of principal of
(and premium, if any) and interest on this Debenture to the prior
payment in full of all Senior Indebtedness (as defined in the
Indenture) and provisions giving the holder of this Debenture the
right to convert this Debenture into Common Stock of the Company
on the terms and subject to the limitations referred to on the
reverse hereof and as more fully specified in the Indenture.
Such further provisions shall for all purposes have the same
effect as if set forth at this place.
Unless the certificate of authentication hereon has been
executed by the Trustee referred to on the reverse hereof by
manual signature, this Debenture shall not be entitled to any
benefit under the Indenture or be valid or obligatory for any
purpose.
IN WITNESS WHEREOF, the Company has caused this instrument
to be duly executed under its corporate seal.
Dated: QUANTUM HEALTH RESOURCES, INC.
By: _______________________________
Attest:
_______________________________
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in the Post-
Effective Amendment No. 1 on Form S-3 to the Registration
Statement on Form S-4 (File No. 333-4743) of our report dated
February 7, 1996, on our audits of the consolidated financial
statements of Olsten Corporation and Subsidiaries as of December
31, 1995 and January 1, 1995, and for each of the three years in
the period ended December 31, 1995, which report is included in
the Company's Annual Report on Form 10-K. We also consent to the
reference to our Firm under the caption "Experts."
/s/ COOPERS & LYBRAND L.L.P.
New York, New York
July 1, 1996
CONSENT OF INDEPENDENT AUDITORS
We consent to the reference to our firm under the
caption "Experts" in the Post-Effective Amendment No. 1 on Form
S-3 to Form S-4 (Registration Statement No. 333-4743) and the
related Prospectus of Olsten Corporation, and to the
incorporation by reference therein of our report dated February
23, 1996, with respect to the consolidated financial statements
and schedule of Quantum Health Resources, Inc. included in its
Annual Report (Form 10-K), as amended, for the year ended
December 31, 1995, filed with the Securities and Exchange
Commission.
/s/ Ernst & Young
Indianapolis, Indiana
June 26, 1996
[Letterhead of Olsten Corporation]
July 2, 1996
Olsten Corporation
175 Broad Hollow Road
Melville, NY 11747-8905
Re: Olsten Corporation -- Post-Effective Amendment
No. 1 on Form S-3 to Form S-4
-----------------------------------------------
Ladies and Gentlemen:
In connection with the Post-Effective Amendment No.1 on
Form S-3 to the Registration Statement on Form S-4 ("Registration
Statement") filed under the Securities Act of 1933, as amended
("1933 Act"), we hereby consent to the reference to us under the
caption "Legal Matters" in the Prospectus forming a part of the
Registration Statement. In giving this consent, we do not
thereby admit that we are within the category of persons whose
consent is required under Section 7 of the 1933 Act or the rules
and regulations of the Securities and Exchange Commission
thereunder.
Very truly yours,
/s/ GORDON, ALTMAN, BUTOWSKY, WEITZEN
SHALOV & WEIN
