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As filed with the Securities and Exchange Commission on January 17, 1996
Registration No. 33-60035
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
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Pollution Research and Control Corp.
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(Exact name of registrant as specified in its charter)
California
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(State or other jurisdiction of incorporation or organization)
95-2746949
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(I.R.S. Employer Identification No.)
506 Paula Avenue, Glendale, California 91201
(818) 247-7601
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(Address, including zip code, and telephone number, including
area code, of registrant's principal executive offices)
Albert E. Gosselin, Jr.
506 Paula Avenue, Glendale, California 91201
(818) 247-7601
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(Name, address, including zip code, and telephone number,
including area code, of agent for service)
Please send copies of all correspondence to:
PATRICIA CUDD, ESQ.
Patricia Cudd & Associates
50 South Steele Street, Suite #222
Denver, Colorado 80209
Telephone: (303) 394-2197
Approximate date of commencement of proposed sale to the public: As
soon as practicable after the Registration Statement becomes effective.
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. [X]
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Page 2 of 90 pages contained in the sequential numbering system; the Exhibit
Index may be found on page 24 of the sequential numbering system.
DOCUMENTS INCORPORATED BY REFERENCE:
Certain exhibits to this Registration Statement on Form S-3 as set forth in the
Exhibit Index located at page E-1.
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PROSPECTUS
2,750,998 SHARES OF COMMON STOCK, NO PAR VALUE
POLLUTION RESEARCH AND CONTROL CORP.
________
This Prospectus relates to an aggregate of 2,750,998 shares of common
stock, no par value per share (the "Common Stock"), underlying the outstanding
warrants (collectively, the "Warrants") and options (collectively, the
"Options") of Pollution Research and Control Corp. (the "Company") which may be
issued upon exercise by the holders of all of the Warrants and Options on or
prior to the various expiration dates thereof commencing on March 29, 1996,
through May 28, 2001. The Warrants and the Options are exercisable to purchase
a total of 2,170,998 shares and 580,000 shares of Common Stock, respectively.
Information regarding the holders of the Warrants and Options and the
circumstances under which they may exercise their respective Warrants or
Options so as to acquire the underlying shares of Common Stock are set forth
herein under "Description of Securities."
The Warrants are exercisable by the holders thereof at prices ranging
from $1.70 to $2.00 and the Options are exercisable by the holders thereof at
prices in a range from $.55 to $1.38. The Warrants and Options were issued by
the Company on various dates commencing in July 1989 through June 1995. The
exercise periods of Warrants which expired prior to March 29, 1996,
exercisable to purchase 2,105,998 shares of Common Stock, have been extended
through March 29, 1996. After the exercise of the Warrants and the Options,
the shares of Common Stock may be offered and sold to the public from time to
time by the holders of Warrants or Options who exercise such Warrants or
Options (the "Selling Shareholders"), or by pledgees, donees, transferees or
other successors to the Selling Shareholders, in each case in open market
transactions, in private or negotiated transactions or in a combination of such
methods of sale, at fixed prices, at prices then prevailing on the NASDAQ
SmallCap Market System at the time of sale, at prices related to such
prevailing market prices or at negotiated prices. To the extent required at
the time of a particular offer of Common Stock by the Selling Shareholders, a
supplement to this Prospectus will be distributed which will set forth the
number of shares of Common Stock being offered and the terms of the offering,
including the name or names of any underwriters, dealers, brokers or agents,
the purchase price paid by any underwriter for shares of Common Stock purchased
from the Selling Shareholders, any discounts, commissions and other items
constituting compensation from the Selling Shareholders and any discounts,
commissions or concessions allowed or re-allowed to dealers, including the
proposed selling price to the public.
The Selling Shareholders reserve the sole right to accept and,
together with any agent of the Selling Shareholders, to reject in whole or in
part any proposed purchase of the shares of Common Stock. The Selling
Shareholders will pay any sales commissions or other seller's compensation
applicable to such transactions. The Selling Shareholders and agents who
execute orders on their behalf may be deemed to be underwriters as that term is
defined in Section 2(11) of the Securities Act of 1933, as amended (the
"Securities Act"), and a portion of any proceeds of sales and discounts,
commissions or other seller's compensation may be deemed to be underwriting
compensation for purposes of the Securities Act. (See "Plan of Distribution.")
This Prospectus also covers such additional shares of Common Stock as may be
issuable to the Selling Shareholders in the event of a stock dividend, stock
split, recapitalization or other similar change in the Common Stock.
The Company will not receive any of the proceeds from the sale of the
shares of Common Stock by the Selling Shareholders. Prior to such sale of
Common Stock, however, the Company will have received up to a maximum of
$3,797,497 ($1.70 to $2.00 per share) from the exercise of
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the Warrants and up to a maximum of $405,300 ($.55 to $1.38 per share) from the
exercise of the Options referred to above. If all of the Warrants and Options
are exercised on or before their respective expiration dates on March 29,
1996, through May 28, 2001, the Company would receive gross proceeds
aggregating $4,202,797 in cash.
The Company has agreed to pay all costs of the registration of the
shares of Common Stock underlying the Warrants and Options. Such costs, fees
and disbursements are estimated to be approximately $28,897.
SEE "RISK FACTORS" FOR CERTAIN CONSIDERATIONS RELEVANT TO AN
INVESTMENT IN THE SHARES OF COMMON STOCK.
The Company's Common Stock and Warrants are traded over-the-counter
and are quoted on the NASDAQ SmallCap Market System under the symbols "PRCC"
and "PRCCW." On December 19, 1995, the last sale price of the Common Stock on
the NASDAQ SmallCap Market System was $.63 and the last sale price for the
Warrants was $.03.
__________
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY
THE SECURITIES AND EXCHANGE COMMISSION, NOR HAS THE
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 January , 1996.
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TABLE OF CONTENTS
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Page
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Available Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
Incorporation of Certain Documents by Reference . . . . . . . . . . . . . . . 5
The Company . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
The Offering . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
Use of Proceeds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
Risk Factors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
Plan of Distribution . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
Market Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
Description of Securities . . . . . . . . . . . . . . . . . . . . . . . . . . 14
Legal Matters . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
Experts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
</TABLE>
AVAILABLE INFORMATION
The Company is subject to the informational and reporting requirements
of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and,
in accordance therewith, files reports, proxy statements and other information
with the Securities and Exchange Commission (the "Commission"). Such reports,
proxy statements and other information filed with the Commission by the Company
may be inspected and copied at the public reference facilities maintained by
the Commission at its principal offices at Judiciary Plaza, 450 Fifth Street,
N.W., Washington, D.C. 20549, and at the Commission's regional offices located
at Citicorp Center, 500 West Madison Street, Suite 1400, Chicago, Illinois
60661-2511, and 7 World Trade Center, Suite 1300, New York, New York 10048.
Copies of these materials can also be obtained at prescribed rates from the
Public Reference Section of the Commission at its principal offices in
Washington, D.C., set forth above. Additional information with respect to this
offering may be provided in the future by means of supplements or "stickers" to
the Prospectus.
The Company has filed a Registration Statement on Form S-3 (including
all amendments and supplements thereto, the "Registration Statement") with the
Commission under the Securities Act with respect to the shares of Common Stock
underlying the Warrants and Options offered hereby. This Prospectus, which
forms a part of the Registration Statement, does not contain all of the
information set forth in the Registration Statement and the Exhibits filed
therewith, certain parts of which have been omitted in accordance with the
rules and regulations of the Commission. Statements contained herein
concerning the provisions of such documents are not necessarily complete and,
in each instance, reference is made to the Registration Statement or to the
copy of such document filed as an Exhibit to the Registration Statement or
otherwise filed with the Commission. Each such statement is qualified in its
entirety by such reference. Copies of the Registration Statement and the
Exhibits thereto can be obtained upon payment of a fee prescribed by the
Commission or may be inspected free of charge at the public reference
facilities and regional offices referred to above.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The Company's Annual Report on Form 10-KSB for the fiscal year ended
December 31, 1994, and the Company's Quarterly Reports on Form 10-QSB for the
quarters ended March 31, June 30 and September 30, 1995, which were previously
filed with the Commission (File No. 0-14266), are incorporated by reference in
this Prospectus and the Registration Statement of which it is a part.
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All documents filed by the Company pursuant to Sections 13(a), 13(c),
14 or 15(d) of the Exchange Act after the date of this Prospectus and prior to
the termination of the offering of the shares of Common Stock, shall be deemed
to be incorporated by reference herein and to be part hereof from the
respective dates of the filing of such documents.
Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Prospectus and the Registration Statement of which it is a
part to the extent that a statement contained herein or in any other
subsequently filed document which also is or is deemed to be incorporated by
reference herein, 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 or the Registration
Statement of which it is a part.
The Company will furnish without charge to each person, including any
beneficial owner, to whom this Prospectus is delivered, upon the written or
verbal request of such person, a copy of any or all of the documents
incorporated herein by reference, other than exhibits to such documents.
Requests should be addressed to: Secretary, Pollution Research and Control
Corp., 506 Paula Avenue, Glendale, California 91201; telephone number (818)
247-7601.
THE COMPANY
The Company primarily designs, manufactures and markets electronic
analytical instruments used to detect and measure various types of air
pollution, such as "acid rain," "ozone depletion" and "smog episodes" through
its wholly-owned subsidiary, Dasibi Environmental Corp. The Company's products
are generally used to measure air pollution levels in geographic areas which
range in size from small industrial sites to entire states or countries. The
Company also supplies computer-controlled calibration systems that verify the
accuracy of its instruments, data loggers to collect and manage pollutant
information and final reporting software for remote centralized applications.
The Company's instruments have been sold during the past three years to over
300 customers worldwide, including industrial manufacturers; federal, state,
city, local and foreign governmental agencies; major industrial companies; and
educational and research institutions in over 30 countries. These customers
use the Company's products principally for environmental protection compliance
programs.
The Company intends to continue its sales growth by adapting its
existing technologies for new pollution measurement applications and acquiring
or developing new related technologies. The Company intends to expand its
market share by concentrating a large portion of its marketing efforts in
foreign countries, particularly the Peoples' Republic of China.
The Company's principal executive offices are located at 506 Paula
Avenue, Glendale, California 91201, and its telephone number is (818)
247-7601.
The Company's Common Stock and Common Stock Purchase Warrants are
traded in the over-the-counter market and reported on the NASDAQ SmallCap
Market System under the symbols "PRCC" and "PRCCW," respectively.
THE OFFERING
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Upon Exercise of the Warrants . . . . . . . . . . . . 2,170,998 shares of Common Stock
Upon Exercise of the Options . . . . . . . . . . . . . 580,000 shares of Common Stock
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USE OF PROCEEDS
The Company will receive no proceeds from the sale of the shares of
Common Stock underlying the Warrants and the Options, but will receive proceeds
upon the exercise of the Warrants and Options. If all of the outstanding
Warrants and Options are exercised at exercise prices in a range from $.55 to
$2.00 per Warrant or Option, the proceeds to the Company will be approximately
$4,202,797. The Company will use the proceeds from the exercise of the
Warrants and Options for the following purposes:
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Application Amount Percent
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Working Capital $2,000,000 47.6%
Research and Development* 1,202,797 28.6%
Marketing 1,000,000 23.8%
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$4,202,797 100.0%
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*To be used to accelerate two research and development projects, one
of which, the development of an innovative continuous emission monitoring
system, is in the prototype stage and the other of which involves the
development of a flue gas purification system.
RISK FACTORS
Prospective investors should consider carefully, in addition to the
other information contained in and incorporated into this Prospectus and the
Registration Statement of which it is a part, the following factors before
purchasing the shares of Common Stock offered hereby.
1. Liquidity. The Company has experienced cash shortages from
time to time preventing it from paying its operating expenses on a timely basis
or forcing management to raise funds from private sources for equity or debt
financing or, if available, bank loans. The Company has historically financed
operations through bank borrowings and the issuance of Common Stock in both
public and private offerings. Working capital at September 30, 1995, was
$2,299,310. The Company has no sources of financing presently except the
proceeds of this offering and its bank line of credit in the amount of
$200,000. Any amounts borrowed bear interest at the prime rate plus 2% per
annum and are due and owing on June 1, 1996. The sum of $150,000 is outstanding
as of the date hereof. While the Company is presently seeking to increase its
bank line of credit, there can be no assurance that such an increase can be
obtained when and if the Company experiences working capital shortages in the
future. The sum of $2,000,000, representing 47.6% of the maximum amount of the
proceeds which may be received by the Company upon the exercise of the Warrants
and Options by the Selling Shareholders, has been allocated for working capital
for general corporate purposes. This funding, which is not assured, will
result in the dilution of the equity of existing shareholders upon the issuance
of shares of Common Stock to the Selling Shareholders who exercise their
Warrants or Options. If additional funding is required, it may not be
available upon terms acceptable to the Company and/or the Company may be
required to forego a substantial interest in its revenues or further dilute the
equity of existing shareholders.
2. Decline in Net Revenues and Gross Profit. The Company's net
revenues ($5,129,000) and gross profit for fiscal 1994 decreased significantly
as compared to net revenues ($6,622,000) and gross profit for fiscal 1993.
These declines were principally because of
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significant competitive price pressure for the Company's instruments, thus
forcing the Company to lower its domestic and foreign bids, reducing the number
of the Company's bid awards and reducing the profit margin on the bids awarded
to the Company. Also because of these competitive price pressures in the
industry, the Company's gross profit decreased from 46% of net revenues in
fiscal 1993 to 41% of net revenues in fiscal 1994. Selling, general and
administrative expenses increased 19% from $1,635,000 in 1993 to $1,951,000 in
1994 due, primarily, to increased sales and marketing efforts early in the year
and additional costs resulting from the move to the Company's larger facility,
offset in part by cost reduction efforts begun in the third quarter in reaction
to the competitive industry price pressures. Beginning in the third quarter of
fiscal 1994, the company implemented certain cost reduction measures in its
operating expenses, suspended major new product development efforts and scaled
back its efforts to improve or modify existing technologies in response to the
competitive price pressures. Although the Company experienced an improvement
in revenues and profits in the nine-month period ended September 30, 1995,
there can be no assurance that revenues and profits will not decline in the
future.
3. Reliance on One Product Line; Dependence on Major Types of
Customers. Approximately 45% of the Company's revenues are derived from the
sale of its line of ozone monitors. Any substantial decrease in demand for
this product could have a material adverse effect upon the business of the
Company. During the fiscal years ended December 31, 1994 and 1993, sales to
two multi-customer overseas distributors represented 24% and 21% of net sales,
respectively. While there has been no significant change in recent years in
the percentage of revenue contributed by foreign and domestic government
agencies (approximately 45%), foreign distributors (approximately 45%) and
industrial companies and research facilities (10%), a significant loss in the
number of government agencies, industrial companies or research agencies which
typically purchase the Company's instruments could have a material adverse
effect on the Company.
4. Risks of New Product Line. As part of its expansion strategy,
the Company intends to enter the market for continuous emission monitoring
systems ("CEMS"), or air pollution instrumentation systems, although it is
extremely competitive and the Company's competitors in such market have
substantially greater experience and financial resources than the Company.
Until recently, the Company's products were not applicable to the source
instrumentation market. However, because of new governmental regulations
requiring greater accuracy and dilution conditioning as a standard (reducing
pollution concentrations to the parts per billion level) for source
instrumentation involving a CEMS, the Company's products are now applicable.
The Company is not currently able to offer customers a CEMS because it does not
manufacture the additional equipment needed to complete the system. The
Company commenced a research and development program in July 1992 for the
purpose of developing an innovative CEMS which is currently in the prototype
stage of development. The sum of $1,202,797 (28.6%) of the proceeds which may
be received by the Company from the exercise by the Selling Shareholders of
their Warrants or Options, the receipt of which funding is not assured, has
been allocated by the Company for research and development, including the
continuation of the development of an innovative CEMS. While the Company does
not require EPA approval of any of its instruments in order to complete a CEMS,
there can be no assurance that the Company's efforts to enter the CEMS market
will be successful.
5. Governmental Approval. The Company must obtain approval by
the Environmental Protection Agency of new air pollution monitoring instruments
it produces before such instruments can be sold in the United States.
Currently, all air pollution monitoring instruments that the Company sells in
the United States have received EPA approval. However, if the Company were to
invest in the development of new air pollution monitoring instruments in the
future that did not receive approval of the EPA, the Company would not be able
to sell such instruments in the United States and such inability could have an
adverse effect on the Company's business. With the exception of West Germany,
no foreign country requires governmental
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approval of air pollution monitoring instruments. While the Company's ozone
and carbon monoxide monitors have received the approval of the West German
equivalent of the EPA, the sulfur dioxide monitor is currently being tested.
The failure to receive such approval for the Company's other air pollution
monitoring instrument(s) would have a material adverse effect on the Company's
business efforts in West Germany.
6. Dependence On Legislation and Regulation. The products
developed and manufactured by the Company monitor air pollutants in accordance
with standards established generally by federal, state, local and foreign
governmental agencies. Changes in legislation or regulations or a relaxation
of standards determined by such agencies could adversely affect the market for
the Company's products. In 1982 and 1983, the Company experienced a decrease
in demand for its products which it attributes to a relaxation in such
standards by the federal government.
7. Competition. Management believes that the Company is the
smallest competitor in the ambient air pollution instrumentation market. There
are other established firms in the same field, both in the United States and in
foreign countries, which have substantially greater experience and financial
and personnel resources than does the Company. Furthermore, unlike a number of
its principal competitors, the Company is presently unable to offer its
customers a CEMS. Therefore, it is subject to the effects of better-financed
competitors and their research and development efforts, and price discounting.
The Company competes on the basis of technical advances in its products and its
reputation among customers as a quality provider of products and services and,
to a lesser extent, on the basis of price. Although the Company is not aware
of any other company that competes with it in all of its product lines, all of
its competitors have resources substantially greater than those of the Company.
There are also smaller companies that specialize in a limited number of the
types of products manufactured by the Company. The Company's primary
competitors in the domestic market are Thermo Instrument Systems, Inc. ("Thermo
Instrument Systems"), and Monitor Labs, Inc. ("Monitor Labs"). In the foreign
market, the Company's primary competitors are Thermo Instrument Systems,
Monitor Labs and Kimoto Instruments Co. of Japan. All of the Company's
competitors also offer a wider range of equipment, monitoring additional
pollutants, than does the Company.
8. Technological Obsolescence; Limited Research and Development.
The markets served by the Company are characterized by rapid technological
advances, downward price pressure in the marketplace as technologies mature,
changes in customer requirements and frequent new product enhancements. The
Company's business requires substantial ongoing research and development
efforts and expenditures, and its future success will depend on its ability to
enhance its current products, reduce product costs and develop and introduce
new products that keep pace with technological developments in response to
evolving customer requirements. The Company's failure to anticipate or respond
adequately to technological development or introduction could result in a loss
of anticipated future revenues and impair the Company's competitiveness. In
the past, the Company has actively engaged in research and development in order
to produce new products. A total of 28.6% of the proceeds to be received by
the Company upon the exercise of the Warrants and Options, of which there is no
assurance, has been allocated for the continuation of the Company's two ongoing
research and development projects involving the development of an innovative
CEMS and a flue gas purification system. The Company spent only $187,353 of
its own funds on research and development, including the foregoing projects, in
the nine-month period ended September 30, 1995, and it failed to receive any
proceeds from the exercise of the Warrants or Options in fiscal 1995. Research
and development costs were $236,000 in 1994 as compared to $303,000 in 1993, a
22% decrease.
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9. Risks of Foreign Sales. During the last three fiscal years,
foreign sales have represented approximately 55% to 70% of the Company's total
revenue and are expected to represent a significant portion of the Company's
future sales. Foreign sales are subject to numerous risks, including political
and economic instability in foreign markets, restrictive trade policies of
foreign governments, inconsistent product regulation by foreign agencies or
governments, the imposition of product tariffs and the burdens of complying
with a wide variety of international and U.S. export laws and differing
regulatory requirements. To date, the Company's foreign sales have been
transacted in U.S. dollars only. To the extent, however, that future foreign
sales are transacted in a foreign currency, the Company would be subject to the
risk of losses due to foreign currency fluctuations and difficulties associated
with accounts receivable collection.
10. Reliance on Certain Suppliers. While the Company manufactures
many components and subsystems for use in its products, other components,
including packaging materials, integrated circuits, microprocessors and
minicomputers, are purchased from unaffiliated suppliers. The Company is
generally not dependent upon any one supplier for any raw material or component
which it purchases, and currently there are available alternative sources for
such raw materials and components. The Company is currently dependent,
however, on a limited number of vendors with respect to the availability and
quality of certain key instrument components, such as printed circuit board
designs and lamps. A vendor's inability to supply these components to the
Company in a timely fashion, or to the Company's satisfaction, can affect the
Company's ability to deliver its instruments on time.
11. Limited Marketing Capability. The Company's success depends
in large part upon its ability to identify and adequately penetrate the markets
for its products. As compared to the Company, most of its competitors have
much larger budgets for marketing, advertising and promotion. Proceeds in the
amount of $1,000,000 (23.8%) from the exercise of Warrants or Options by the
Selling Shareholders, the receipt of which cannot be assured, has been
allocated for marketing. This amount of additional funding would nevertheless
be insufficient to enable the Company to undertake a comprehensive national or
foreign marketing and advertising campaign. The Company has historically
lacked the financial, personnel and other resources required to compete with
its larger, better-financed competitors in marketing its instruments.
12. Dependence on Key Personnel. Management believes that the
Company's success depends in part upon its ability to attract and/or retain
highly skilled management, technical and marketing personnel. Loss of the
services of Albert E. Gosselin, Jr., President, Chief Executive Officer and
Chairman of the Board of Directors of the Company, could adversely affect the
development of the Company's business and its ability to realize or sustain
profitable operations. However, Mr. Gosselin, together with Cynthia L.
Gosselin, the Company's Chief Financial Officer, have employment contracts with
the Company. The Company does not maintain key-man life insurance on any of
its personnel.
13. Limited Protection of Intellectual Property and Proprietary
Rights. The Company regards all or portions of the designs and technologies
incorporated into its products as proprietary and attempts to protect them with
a combination of trademark and trade secret laws, employee and third-party
nondisclosure agreements and similar means. It has generally been the
Company's policy to proceed without patent protection since it is management's
belief that the disclosure requirements of the federal patent laws provide
competitors with easy access to the secrets of rapidly changing technology.
Despite these precautions, it may be possible for unauthorized third parties to
copy certain portions of the Company's products or to "reverse engineer" or
otherwise obtain and use to the Company's detriment information which the
Company regards as proprietary. Moreover, the laws of some foreign countries
do not afford the same protection to the Company's proprietary rights as do
U.S. laws. There can be no assurance, therefore, that any of these
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protections will be adequate or that the Company's competitors will not
independently develop technologies that are substantially equivalent or
superior to the Company's technologies.
14. Absence of Products Liability Insurance. The Company does not
maintain products liability insurance since it does not perceive a risk of
liability to which it may be exposed. The Company has never had a products
liability claim; however, in the event that the Company experiences a material
liability as a result of a products liability claim, such a liability could
have a material adverse effect on the Company.
15. Possible Volatility of Stock Price. The trading price of the
Company's Common Stock has from time to time fluctuated widely and in the
future may be subject to similar fluctuations in response to quarter-to-quarter
variations in the Company's operating results, announcements of technological
innovations or new products by the Company or its competitors, general
conditions in the air pollution monitoring industry in which the Company
competes and other events or factors. In addition, in recent years broad stock
market indices, in general, and the securities of technology companies, in
particular, have experienced substantial price fluctuations. Such broad market
fluctuations also may adversely affect the future trading price of the Common
Stock. In addition, sales of substantial amounts of shares of Common Stock in
the public market following this offering could adversely affect the future
trading price of the Common Stock. (See "MARKET INFORMATION.")
16. Possible Dilutive Effect and Other Disadvantages of
Outstanding Warrants and Options. As of the date hereof, there are an
aggregate of 2,750,998 shares of Common Stock reserved for issuance upon the
exercise of outstanding Warrants and Options currently exercisable at prices in
a range from $.55 to $2.00. Unless the exercise period of Warrants exercisable
to purchase 2,105,998 of such shares of Common Stock is extended, of which
there is no assurance, the exercise period of all such Warrants terminates on
March 29, 1996, and they will expire, become void and be of no further force
or effect at 5:00 p.m., Pacific time, on March 29, 1996. (See "DESCRIPTION
OF SECURITIES.") To the extent that the trading price of the Common Stock at
the time of the exercise of any such Warrants or Options exceeds the exercise
price, such exercise will have a dilutive effect on the Company's shareholders.
In connection with the Underwriter's Unit Purchase Warrant (see "DESCRIPTION OF
SECURITIES - Underwriter's Warrants"), the Company has undertaken to amend this
Prospectus, as required, in order to maintain an effective registration
statement to cover the offer and sale of the Common Stock, Underwriter's
Warrants and Common Stock issuable upon the exercise of the Underwriter's
Warrants. The cost to the Company of maintaining such registration could be
substantial and could adversely affect the Company's ability to obtain
financing.
17. Dividend Po1icy. The Company plans to retain earnings for
the purpose of expanding business opportunities and does not believe it will
pay dividends to its shareholders in the foreseeable future. Investors should
refrain from purchasing the shares of Common Stock offered hereby if they
anticipate the need for immediate or future income from dividends. (See
"DESCRIPTION OF SECURITIES - Capital Stock - Common Stock.")
18. Market Price of Common Stock Substantially Below Warrant
Exercise Prices. The high closing bid quotation (which was identical
to the low closing bid quotation) in the over-the-counter market reported by the
relevant market makers for the Common Stock was $.63 on December 19, 1995.
Except for an aggregate of 530,000 shares of the Company's Common Stock
issuable upon the exercise of certain options at prices in a range from $.55 to
$.70 per share, all of the Company's outstanding Warrants and Options are
exercisable at exercise prices ranging from $1.38 to $2.00. Accordingly,
unless the Company's Common Stock trades in the over-the-counter market at
prices substantially higher than
11
<PAGE> 12
current market prices prior to the expiration of the exercise periods on
or prior to March 29, 1996, of most of the Company's outstanding Warrants and
Options, they will expire worthless and the Company will receive no funds, or
only limited funds, from the exercise by the Selling Shareholders of their
Warrants or Options, if any.
PLAN OF DISTRIBUTION
The shares of Common Stock may be offered and sold from time to time
by the Selling Shareholders or by pledgees, donees, transferees or other
successors in interest. The Selling Shareholders will act independently of the
Company in making determinations with respect to the timing, manner and size of
each offer or sale. Such sales may be made on the over-the-counter market or
otherwise at prices and at terms then prevailing or at prices related to the
then current market prices, or in negotiated transactions.
The Selling Shareholders may sell shares of Common Stock in any of the
following ways: (i) through dealers; (ii) through agents; or (iii) directly to
one or more purchasers. The distribution of the shares of Common Stock may be
effected from time to time in one or more transactions (which may involve
crosses or block transactions) in the over-the-counter market. Any such
transaction may be effected at market prices prevailing at the time of sale, at
prices related to such prevailing market prices, at negotiated prices or at
fixed prices. The Selling Shareholders may effect such transactions by selling
shares of Common Stock to or through broker-dealers, and such broker-dealers
may receive compensation in the form of discounts, concessions or commissions
from Selling Shareholders and/or commissions from purchasers of shares of
Common Stock for whom they may act as agent. The Selling Shareholders and any
broker-dealers or agents which participate in the distribution of Common Stock
by them might be deemed to be underwriters and any discounts, commissions or
concessions received by any such broker-dealers or agents might be deemed to be
underwriting discounts and commissions under the Securities Act.
In offering the shares of Common Stock, the Selling Shareholders and
any broker-dealers and any other participating broker-dealers which execute
sales for the Selling Shareholders may be deemed to be "underwriters" within
the meaning of the Securities Act in connection with such sales, and any
profits realized by the Selling Shareholders and the compensation of such
broker-dealers may be deemed to be underwriting discounts and commissions. In
addition, any shares of Common Stock covered by this Prospectus which qualify
for sale pursuant to Rule 144 may be sold under Rule 144 rather than pursuant
to this Prospectus.
Rule 10b-2 under the Exchange Act prohibits persons who are
participating in or financially interested in a distribution of securities from
making payments to another person for the solicitation of a third party to
purchase the securities that are the subject of the distribution, except that
Rule 10b-2 does not apply, among other exceptions, to brokerage transactions
not involving the solicitation of customer orders. Rule 10b-6 under the
Exchange Act prohibits participants in a distribution from bidding for or
purchasing, for an account in which the participant has a beneficial interest,
any of the securities that are the subject of the distribution. Rule 10b-7
governs bids and purchases made in order to stabilize the price of a security
in connection with a distribution of the security.
The public offering of the Common Stock by the Selling Shareholders
will terminate on the date on which all shares of Common Stock offered hereby
have been sold by the Selling Shareholders, or on such earlier date on which
the Company files a post-effective amendment which de-registers all shares of
Common Stock then remaining unsold.
The Company will pay certain expenses incidental to the offering and
sale of the shares of Common Stock to the public estimated to be approximately
$28,897. The Company will not pay
12
<PAGE> 13
for, among other expenses, selling expenses, underwriting discounts or fees and
expenses of counsel for the Selling Shareholders.
To the extent required at the time a particular offer of Common Stock
by the Selling Shareholders is made, a supplement to this Prospectus will be
distributed which will set forth the number of shares of Common Stock being
offered and the terms of the offering, including the name or names of any
underwriters, dealers, brokers or agents, the purchase price paid by any
underwriter for shares of Common Stock purchased from the Selling Shareholders,
any discounts, commissions and other items constituting compensation from the
Selling Shareholders and any discounts, commissions or concessions allowed or
re-allowed to dealers, including the proposed selling price to the public.
The Company will not receive any of the proceeds from the sale of
shares of Common Stock by the Selling Shareholders.
MARKET INFORMATION
The Company's Common Stock and Common Stock Purchase Warrants are
traded over-the-counter and reported on the NASDAQ SmallCap Market System under
the symbols "PRCC" and "PRCCW," respectively. Set forth below are the high and
low closing bid quotations in the over-the-counter market for the Common Stock
and the Common Stock Purchase Warrants as reported by the relevant market
makers for fiscal years l994 and 1993 and the quarters ended March 31, June 30
and September 30, 1995. The high closing bid quotation (which was identical to
the low closing bid quotation) in the over-the-counter market reported by the
relevant market makers on December 19, 1995, was $.63 for the Common Stock and
$.03 for the Common Stock Purchase Warrants. Quotations represent inter-dealer
quotations, without adjustment for retail mark-ups, mark-downs or commissions,
and may not necessarily represent actual transactions.
<TABLE>
<CAPTION>
Fiscal 1995 Fiscal 1994 Fiscal 1993
Quarter Ended High Bid Low Bid High Bid Low Bid High Bid Low Bid
- ------------- ------------------- ------------------- -------------------
<S> <C> <C> <C> <C> <C> <C>
Common Stock:
March 31 $ .69 $.62 $2.38 $1.50 $2.50 $1.12
June 30 .91 .59 1.95 1.25 2.12 1.25
September 30 1.22 .62 1.25 .75 2.00 1.50
December 31 .88 .56 .78 .44 1.75 1.18
Warrants:
March 31 $.12 $.09 .63 .19 .75 .21
June 30 .16 .09 .41 .13 .56 .25
September 30 .16 .09 .25 .13 .53 .37
December 31 .10 .03 .19 .06 .37 .09
</TABLE>
As of December 19, 1995, the number of shareholders of record of the
Company's Common Stock was 810. The Company has never paid or declared any
dividends on its Common Stock and does not anticipate paying dividends in the
foreseeable future.
The Company cannot predict the market price for the Common Stock upon
the commencement or the completion of this offering. Since the market for the
Company's Common Stock is thinly traded, the exercise of the Warrants and
Options and sales of the underlying shares of Common Stock could cause the
Common Stock to trade at levels lower than would otherwise be anticipated.
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<PAGE> 14
DESCRIPTION OF SECURITIES
Capital Stock
The Company's authorized capital stock consists of 30,000,000 shares
of Common Stock, no par value per share (the "Common Stock"), and 20,000,000
shares of preferred stock, $.01 par value per share (the "Preferred Stock").
Common Stock. All shares of Common Stock have equal voting rights and,
when validly issued and outstanding, are entitled to one vote per share in all
matters to be voted upon by shareholders. The shares of Common Stock have no
preemptive, subscription, conversion or redemption rights and may be issued
only as fully-paid and nonassessable shares of Common Stock. Cumulative voting
in the election of directors is permitted; however, cumulative voting may occur
only if a shareholder announces his intention to cumulate his votes prior to
the voting, in which case all shareholders may cumulate their votes. In the
event of liquidation of the Company, each shareholder is entitled to receive a
proportionate share of the Company's assets available for distribution to
shareholders after the payment of liabilities and after distribution in full of
preferential amounts, if any, to be distributed to holders of the preferred
stock. All shares of the Company's Common Stock issued and outstanding are
fully-paid and nonassessable. Holders of the shares of Common Stock are
entitled to share pro rata in dividends and distributions with respect to the
Common Stock, as may be declared by the Board of Directors out of funds legally
available therefor. As of December 19, 1995, there were 6,932,662 shares of
Common Stock issued and outstanding held of record by 810 shareholders. The
Common Stock is traded over-the-counter and reported on the NASDAQ SmallCap
Market System under the symbol "PRCC."
Holders of shares of Common Stock are entitled to share pro rata in
dividends and distributions with respect to the Common Stock when, as and if
declared by the Board of Directors out of funds legally available therefor.
The Company has not paid any dividends on its Common Stock and currently
intends to retain earnings, if any, to finance the development and expansion of
its business. Future dividend policy is subject to the discretion of the Board
of Directors and will depend upon a number of factors, including future
earnings, capital requirements and the financial condition of the Company.
Preferred Stock. Shares of Preferred Stock may be issued from time to
time in one or more series as may be determined by the Board of Directors. The
voting powers and preferences, the relative rights of each such series and the
qualifications, limitations and restrictions thereof shall be established by
the Board of Directors, except that no holder of Preferred Stock shall have
preemptive rights. The Company has no outstanding Preferred Stock, and the
Board of Directors does not plan to issue any for the foreseeable future unless
the issuance thereof shall be in the best interests of the Company.
Warrants
The following description of the warrants (the "Warrants") issued as
part of the units (the "Units") in the Company's public offering in 1989 (the
"Public Offering") of 1,453,497 Units, each Unit including one share of Common
Stock and one Warrant exercisable to purchase one share of Common Stock at an
exercise price of $1.75 per share, by J.W. Gant & Associates, Inc. (the
"Underwriter") is a brief summary of certain provisions of the Warrants and is
qualified in its entirety by the more detailed provisions of the Warrant
Agreement between the Company and OTR, Inc., as Warrant Agent, a copy of which
is incorporated herein by reference to Exhibit 4.1 to the Registration
Statement on Form S-1 (File No. 33-26558) of Dasibi Environmental Corp., dated
January 17, 1989. The Warrants are traded in the over-the-counter market and
reported on the NASDAQ SmallCap Market system under the symbol "PRCCW."
14
<PAGE> 15
The holder of each Warrant is entitled to receive one share of Common
Stock for an exercise price of $1.75 per share. The Company extended, on June
3 and August 27, 1992, on June 6, 1994, and on October 17, 1995, the exercise
period of the Warrants, which were initially exercisable through June 29, 1992.
As a result of the last extension, the Warrants are now exercisable on or prior
to the expiration thereof on March 29, 1996. The shares of Common Stock, when
issued upon the exercise of the Warrants in accordance with the terms thereof,
will be fully-paid and nonassessable.
The Warrants contain provisions that protect the holders thereof
against dilution by adjustment of the exercise price in certain events, such as
stock dividends and distributions, stock splits, recapitalizations, mergers,
consolidations and the issuance of Common Stock or the issuance of options or
rights to subscribe for or securities convertible into or exchangeable for
Common Stock at a price below the exercise price, except that there will be no
adjustment for the issuance of Common Stock upon the exercise of options
granted pursuant to the Employees' Incentive Stock Option Plan.
The Company is not required to issue fractional shares of Common Stock
and, in lieu thereof, will make a cash payment based upon the current market
value of such fractional share (determined as the last reported sales price of
the Common Stock on NASDAQ, as of the business day prior to the date of
exercise). The holder of a Warrant will not possess any rights as a
shareholder of the Company unless and until he exercises his Warrant.
Underwriter's Warrants
The Company sold to the Underwriter for $130 a warrant (the "Unit
Purchase Warrant") to purchase up to 130,000 units in connection with the
Public Offering. The units subject to the Unit Purchase Warrant were identical
to the Units sold in the Public Offering, except that the warrants included
therein, together with the additional warrants issued pursuant to the
anti-dilution provisions contained in the Unit Purchase Warrant (the
"Underwriter's Warrants"), are not subject to redemption by the Company. The
Underwriter exercised its Unit Purchase Warrant at a price of $2.10 per unit to
purchase 130,000 units, including 130,000 shares of the Company's Common Stock
and 130,000 Underwriter's Warrants exercisable to purchase 130,000 shares of
Common Stock. Because of the anti-dilution provisions contained in the Unit
Purchase Warrant providing for adjustment of the exercise price thereof upon
the occurrence of certain events, including recapitalizations,
reclassifications, stock dividends, stock splits, stock combinations or similar
transactions, the Underwriter received Underwriter's Warrants exercisable to
purchase 522,501 shares of the Company's Common Stock in addition to the
Underwriter's Warrants exercisable to purchase 130,000 shares of Common Stock
received by the Underwriter upon exercise of the Unit Purchase Warrant. In
addition, the Unit Purchase Warrant provided for reduction of the exercise
price thereunder to any lower price for which shares of Common Stock are issued
or at which any warrants, options or other rights to purchase Common Stock are
exercisable. The Company agreed to an undertaking in connection with the
Public Offering to amend the Prospectus, as required, in order to maintain an
effective registration statement to cover the offer and sale by the Underwriter
of any units, Common Stock and/or Underwriter's Warrants received by it. The
Underwriter's Warrants contained in the units received by the Underwriter upon
the exercise of its Unit Purchase Warrant, together with the additional
Underwriter's Warrants received by the Underwriter as a result of the
anti-dilution provisions contained in the Underwriter's Unit Purchase Warrant,
which are exercisable altogether to purchase an aggregate of 652,501 shares of
the Company's Common Stock at an exercise price of $1.75 per share, have since
been sold, assigned or otherwise transferred by the Underwriter to third
parties. The exercise period of the Underwriter's Warrants has been extended
through March 29, 1996.
15
<PAGE> 16
Miscellaneous Warrants
On August 31, 1993, the Company granted to The Equity Group Inc., a
public relations firm, a warrant exercisable on or prior to August 31, 1998, to
purchase 60,000 shares of the Company's Common Stock at an exercise price of
$1.70 per share. On November 8, 1993, the Company granted a warrant
exercisable on or prior to November 7, 1998, to purchase 5,000 shares of the
Company's Common stock at an exercise price of $2.00 per share, to Mr. Edward
G. Lowell. The brief descriptions of certain provisions of the warrants set
forth hereinabove are qualified in their entirety by the more detailed
provisions of the warrants, copies of which are attached to the Registration
Statement of which this Prospectus is a part as Exhibits 4.29 and 4.36, and
are incorporated herein by this reference.
Transfer Agent, Registrar and Warrant Agent
OTR, Inc., 1130 Southwest Morrison, Suite #250, Portland, Oregon
97205, is the Transfer Agent and Registrar for the Common Stock and the Warrant
Agent for the Warrants.
Options
On May 28, 1991, the Company granted options exercisable on or prior
to May 28, 2001, to purchase an aggregate of 145,000 shares of Common Stock at
an exercise price of $.55 per share to the following individuals, as follows:
(i) Lee Sion - 50,000 shares; (ii) Albert E. Gosselin, Jr. - 50,000 shares;
and (iii) Gary Dudley - 45,000 shares. Mr. Sion is the record owner of
approximately 7.2% (including the aforementioned options) of the issued and
outstanding shares of the Company's Common Stock and Messrs. Gosselin and
Dudley are executive officers and/or directors of the Company. The terms and
conditions of the options are more fully described in the Stock Option
Agreements dated May 28, 1991, with the respective optionees named hereinabove,
copies of which are incorporated herein by reference to Exhibits 10.13 through
10.15 to the Company's Transition Report on Form 10-K for the transition period
ended June 30, 1991. The foregoing brief description of certain provisions of
the options is qualified in its entirety by the more detailed provisions of the
Stock Option Agreements.
On June 29, 1995, the Company granted options exercisable on or prior
to June 28, 2000, to purchase an aggregate of 185,000 shares of Common Stock at
an exercise price of $.63 per share to the following individuals, as follows:
(i) Albert E. Gosselin, Jr. - 40,000 shares; (ii) Cynthia L. Gosselin - 20,000
shares; (iii) Barbara L. Gosselin - 20,000 shares; (iv) Gary L. Dudley -
20,000 shares; (v) Marcia Smith - 20,000 shares; (vi) Craig E. Gosselin -
20,000 shares; (vii) Gary L. Dudley - 20,000 shares; (viii) Keith Gosselin -
20,000 shares; (ix) Mike Chu - 10,000 shares; (x) Kimberly Chiu - 10,000
shares; and (xi) Tolly Smith - 5,000 shares. Mr. Craig E. Gosselin and
Mesdames Cynthia L. Gosselin, Barbara L. Gosselin and Marcia Smith, in addition
to Messrs. Albert E. Gosselin, Jr., and Gary L. Dudley, are all executive
officers and/or directors of the Company. Messrs. Keith Gosselin, Chu and
Smith and Ms. Chiu are all employees of the Company. The terms and conditions
of the options are more fully described in the Option Agreements dated June 29,
1995, with the respective optionees named hereinabove, copies of which are
incorporated herein by reference to Exhibits 4.40 through 4.49 to this
Registration Statement on Form S-3 (Registration No. 33-60035).
The Company also has an option outstanding exercisable by Randy Foy,
an employee of the Company, to purchase, at an exercise price of $1.38 per
share, 25,000 shares of Common Stock of the Company on or prior to June 30,
1997. The foregoing brief description of this option is qualified in its
entirety by reference to the more detailed provisions of the Option to Purchase
16
<PAGE> 17
25,000 Shares of Common Stock of Pollution Research and Control Corp., dated as
of July 1, 1994, a copy of which is incorporated herein by reference to
Exhibit 4.37 to the Registration Statement on Form S-3 of which this
Prospectus forms a part.
The Company issued another option exercisable by Randy Foy to purchase
an additional 25,000 shares of Common Stock at an exercise price of $1.38 per
share on or prior to June 30, 1998. The terms and conditions of this option
are more fully described in the Option Agreement dated July 1, 1995, a copy
of which is incorporated herein by reference to Exhibit 4.50 to this
Registration Statement on Form S-3.
The Company granted an option to J. Paul Consulting Corp. on July
18, 1995, exercisable to purchase an aggregate of 200,000 shares of the
Company's Common Stock on or prior to January 18, 1996, at an exercise price of
$.70 per share. the foregoing brief description of certain provisions of the
option is qualified in its entirety by the more detailed provisions of the
Stock Option Agreement, a copy of which is incorporated herein by reference to
Exhibit 4.51 to the Company's Registration Statement on Form S-3 of which this
Prospectus is a part.
LEGAL MATTERS
Certain legal matters in connection with the validity of the issuance
of the shares of Common Stock of Common Stock being offered hereby will be
passed upon for the Company by Patricia Cudd & Associates, 50 South Steele
Street, Suite #222, Denver, Colorado 80209.
EXPERTS
The financial statements of the Company are incorporated herein by
reference to the Company's Annual Report on Form 10-KSB for the fiscal year
ended December 31, 1994. Such financial statements have been audited by
Greenberg & Jackson, an Accountancy Corporation, independent auditors, as
stated in their report which is incorporated herein by reference.
17
<PAGE> 18
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The following is an itemized statement of the expenses incurred in
connection with this Registration Statement and the issuance and distribution
of the shares of Common Stock being registered hereby. All such expenses will
be paid by the Company.
<TABLE>
<S> <C>
Securities and Exchange Commission registration fee . . . . . . $ 695
NASD fee . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 702
Legal fees and expenses . . . . . . . . . . . . . . . . . . . . $12,500
Accounting fees and expenses . . . . . . . . . . . . . . . . . . $ 3,000
Blue sky fees and expenses . . . . . . . . . . . . . . . . . . . $ 4,000
Transfer agent fees and expenses . . . . . . . . . . . . . . . . $ 3,000
Printing, electronic filing and engraving expenses . . . . . . . $ 3,000
Miscellaneous expenses . . . . . . . . . . . . . . . . . . . . . $ 2,000
-------
TOTAL . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $28,897
</TABLE>
All of the above items except the Securities and Exchange Commission
registration and NASD fees are estimates.
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Company's Articles of Incorporation, as amended, provide for (i)
the elimination of directors' liability for monetary damages for certain
breaches of their fiduciary duties to the Company and its shareholders as
permitted by California law; and (ii) permit the indemnification by the Company
to the fullest extent under California law. At present, there is no pending
litigation or proceeding involving a director or officer of the Company as to
which indemnification is being sought. Section 317 of the California
Corporations Code, as amended, provides for the indemnification of the
officers, directors and controlling persons of a corporation as follows:
"(a) For the purposes of this section, "agent" means any person who
is or was a director officer, employee or other agent of the corporation, or is
or was serving at the request of the corporation as a director, officer,
employee, or agent of another foreign or domestic corporation, partnership,
joint venture, trust, or other enterprise, or was a director, officer,
employee, or agent of a foreign or domestic corporation which was a predecessor
corporation of the corporation or of another enterprise at the request of such
predecessor corporation; "proceeding" means any threatened, pending or
completed action or proceeding, whether civil, criminal, administrative or
investigative; and "expenses" includes without limitation attorneys' fees and
any expenses of establishing a right to indemnification under subdivision (d)
or paragraph (3) of subdivision (e).
(b) A corporation shall have the power to indemnify any person who
was or is a party or is threatened to be made a party to any proceeding (other
than an action by or in the right of the corporation to procure a judgment in
its favor, an action brought under Section 9243, or an action brought by the
Attorney General pursuant to Section 9230) by reason of the fact that such
person is or was an agent of the corporation, against expenses, judgments,
fines, settlements and other amounts actually and reasonably incurred in
connection with such proceeding if such person acted in good faith and in a
manner such person believed to be in the best interests of the corporation and,
in the case of a criminal proceeding, had no reasonable cause to believe the
conduct of such
18
<PAGE> 19
person was unlawful. The termination of any proceeding by judgment, order,
settlement, conviction or upon a plea of nolo contendere or its equivalent
shall not, of itself, create a presumption that the person did not act in good
faith and in a manner which the person believed to be in the best interests of
the corporation or that the person had reasonable cause to believe that the
person's conduct was unlawful.
(c) A corporation shall have power to indemnify any person who was
or is a party or is threatened to be made a party to any threatened, pending or
completed action by or in the right of the corporation, or brought under
Section 9243, or brought by the Attorney General pursuant to Section 9230, to
procure a judgment in its favor by reason of the fact that such person is or
was an agent of the corporation, against expenses actually and reasonably
incurred by such person in connection with the defense or settlement of such
action if the person acted in good faith, in a manner in which such person
believed to be in the best interests of the corporation and with such care,
including reasonable inquiry, as an ordinary prudent person in a like position
would use under similar circumstances. No indemnification shall be made under
this subdivision:
(1) In respect of any claim, issue or matter as to
which such person shall have been adjudged to be liable to the
corporation in the performance of such person's duty to the
corporation, unless and only to the extent that the court in which
such proceeding is or was pending shall determine upon application
that, in view of all the circumstances of the case, such person is
fairly and reasonably entitled to indemnity for the expenses which
such court shall determine;
(2) Of amounts paid in settling or otherwise disposing of
a threatened or pending action, with or without court approval; or
(3) Of expenses incurred in defending a threatened or
pending action which is settled or otherwise disposed of without court
approval unless it is settled with the approval of the Attorney
General.
(d) To the extent that an agent of a corporation has been
successful on the merits in defense of any proceeding referred to in
subdivision (b) or (c) or in defense of any claim, issue or matter therein, the
agent shall be indemnified against expenses actually and reasonably incurred by
the agent in connection therewith.
(e) Except as provided in subdivision (d), any indemnification
under this section shall be made by the corporation only if authorized in the
specific case, upon a determination that indemnification of the agent is proper
in the circumstances because the agent has met the applicable standard of
conduct set forth in either subdivision (b) or (c) by:
(1) A majority vote of a quorum consisting of directors
who are not parties to such proceedings;
(2) Approval of the members (Section 5034), with the
persons to be indemnified not being entitled to vote thereon; or
(3) The court in which such proceeding is or was pending
upon application made by the corporation or the agent or the attorney
or other person rendering services in connection with the defense,
whether or not such application by the agent, attorney or other person
is approved by the corporation.
(f) Expenses incurred in defending any proceeding may be advanced
by the corporation prior to the final disposition of such proceeding upon
receipt of an undertaking by or
19
<PAGE> 20
on behalf of the agent to repay such amount unless it shall be determined
ultimately that the agent is entitled to be indemnified as authorized in this
section.
(g) No provision made by a corporation to indemnify its or its
subsidiary's directors or officers for the defense of any proceeding, whether
contained in the articles, bylaws, a resolution of members or directors, an
agreement or otherwise, shall be valid unless consistent with this section.
Nothing contained in this section shall affect any right to indemnification to
which persons other than such directors and officers may be entitled by
contract or otherwise.
(h) No indemnification or advance shall be made under this
section, except as provided in subdivision (d) or paragraph (3) of subdivision
(e), in any circumstances where it appears that:
(1) It would be inconsistent with a provision of the
articles, bylaws, a resolution of the members or an agreement in
effect at the time of the accrual of the alleged cause of action
asserted in the proceeding in which the expenses were incurred or
other amounts were paid, which prohibits or otherwise limits
indemnification; or
(2) It would be inconsistent with any condition expressly
imposed by a court in approving a settlement.
(i) A corporation shall have power to purchase and maintain
insurance on behalf of any agent of the corporation against any liability
asserted against or incurred by the agent in such capacity or arising out of
the agent's status as such whether or not the corporation would have the power
to indemnify the agent against such liability under the provisions of this
section; provided, however, that a corporation shall have no power to purchase
and maintain such insurance to indemnify any agent of the corporation for a
violation of Section 9243.
(j) This section does not apply to any proceeding against any
trustee, investment manager or other fiduciary of an employee benefit plan in
such person's capacity as such, even though such person may also be an agent as
defined in subdivision (a) of the employer corporation. A corporation shall
have power to indemnify such trustee, investment manager or other fiduciary to
the extent permitted by subdivision (f) or Section 207."
ITEM 16. EXHIBITS.
The Exhibit Index commences on page 24.
ITEM 17. UNDERTAKINGS.
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales
are being made, a post-effective amendment to this Registration Statement:
(i) To include any prospectus required by Section
10(a)(3) of the 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;
20
<PAGE> 21
(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 the undertakings set forth in paragraphs
(a)(1)(i) and (a)(1)(ii) do not apply if the information required to be
included in a post-effective amendment by those paragraphs is contained in
periodic reports filed 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.
(3) To remove from registration by means of a
post-effective amendment any of the securities being registered which remain
unsold at the termination of the offering.
(b) The undersigned registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act of 1933, each
filing of the registrant's annual report pursuant to Section 13(a) or Section
15(d) of the Securities Exchange Act of 1934 (and, where applicable, each
filing of an employee benefit plan's annual report pursuant to Section 15(d) of
the Securities Exchange Act of 1934) that is incorporated by reference in the
Registration Statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, or otherwise,
the registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Securities Act of 1933 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 Securities Act of 1933 and will be governed by the final
adjudication of such issue.
21
<PAGE> 22
SIGNATURES
In accordance with Section 13 or 15(d) of the Securities and Exchange
Act of 1934, the registrant caused this report to be signed on its behalf by
the undersigned, thereunto duly authorized.
Date: January 12, 1996 POLLUTION RESEARCH AND CONTROL CORP.
(Registrant)
By: /s/ Albert E. Gosselin, Jr.
----------------------------------
Albert E. Gosselin, Jr.,
President, Chief Executive Officer
and Chairman of the Board of
Directors
<PAGE> 23
Date: May 26, 1995 /s/ Gary L. Dudley
--------------------------------------
Gary L. Dudley, Director
Date: May 26, 1995 /s/ Marcia Smith
--------------------------------------
Marcia Smith, Director
Date: May 26, 1995 /s/ Craig E. Gosselin
--------------------------------------
Craig E. Gosselin, Director
23
<PAGE> 24
EXHIBIT INDEX
The following Exhibits are filed as part of this Registration
Statement on Form S-3 or are incorporated herein by reference.
<TABLE>
<CAPTION>
ITEM
NUMBER DESCRIPTION
- ------ ---------------------------------------------------------------
<S> <C>
4.1 Form of Warrant Agreement. (Incorporated herein by reference to
Exhibit 4.1 to the Registration Statement on Form S-1 (File No.
33-26558) of Pollution Research and Control Corp., dated
January 17, 1989.)
4.2 Form of Unit Purchase Warrant. (Incorporated herein by reference
to Exhibit 4.2 to the Registration Statement on Form S-1 (File No.
33-26558) of Pollution Research and Control Corp., dated
January 17, 1989.)
4.3 Form of Stock Purchase Warrant. (Incorporated herein by reference
to Exhibit 4.3 to the Registration Statement on Form S-1 (File No.
33-26558) of Pollution Research and Control Corp., dated
January 17, 1989.)
4.4 Warrant to Purchase 7,500 shares of Common Stock issued to Frost
& Company P.S. on February 10, 1987. (Incorporated herein by
reference to Exhibit 10.2 to the Registration Statement on Form S-1
(File No. 33-26558) of Pollution Research and Control Corp., dated
January 17, 1989.)
4.5 Stock Option Agreement, dated May 28, 1991, between Pollution
Research and Control Corp. and Lee Sion. (Incorporated herein by
reference to Exhibit 10.14 to the Transition Report on Form 10-K
for the transition period ended June 30, 1991.)
4.6 Stock Option Agreement, dated May 28, 1991, between Pollution
Research and Control Corp. and Albert E. Gosselin, Jr.
(Incorporated herein by reference to Exhibit 10.15 to the Transition
Report on Form 10-K for the transition period ended June 30,
1991.)
4.7 Stock Option Agreement, dated May 28, 1991, between Pollution
Research and Control Corp. and Gary L. Dudley. (Incorporated
herein by reference to Exhibit 10.13 to the Transition Report on
Form 10-K for the transition period ended June 30, 1991.)
4.8 Agreement, dated March 5, 1992, between Pollution Research
and Control Corp. and Lee Sion. (Incorporated herein by
reference to Exhibit 10.27 to the Annual Report on Form 10-K for
the fiscal year ended December 31, 1992.)
4.9 Warrant to Purchase 40,000 Shares of Common Stock of Pollution
Research and Control Corp., dated January 22, 1990, issued to
Marty Williams.
</TABLE>
24
<PAGE> 25
<TABLE>
<S> <C>
4.10 Amendment to Warrant to Purchase Common Stock of Pollution
Research and Control Corp. of Marty Williams, dated effective June
6, 1994.
4.11 Warrant to Purchase 202,500 Shares of Common Stock of Pollution
Research and Control Corp., dated December 2, 1991, issued to
CSC Industries, Inc. and affiliated companies Pension Plans
Trust.
4.12 Amendment to Warrant to Purchase Common Stock of Pollution
Research and Control Corp. of CSC Industries, Inc. and affiliated
companies Pension Plans Trust, dated effective June 6, 1994.
4.13 Warrant to Purchase 67,500 Shares of Common Stock of Pollution
Research and Control Corp., dated December 8, 1991, issued to
Richard M. Molinsky.
4.14 Amendment to Warrant to Purchase Common Stock of Pollution
Research and Control Corp. of Richard M. Molinsky,
dated effective June 6, 1994.
4.15 Warrant to Purchase 135,000 Shares of Common Stock of Pollution
Research and Control Corp., dated December 11, 1991, issued to
Kingsley & Co. (formerly Global Environment Fund).
4.16 Amendment to Warrant to Purchase Common Stock of Pollution
Research and Control Corp. of Kingsley & Co. (formerly Global
Environment Fund), dated effective June 6, 1994.
4.17 Warrant to Purchase 67,500 Shares of Common Stock of Pollution
Research and Control Corp., dated December 13, 1991, issued to
Robert Tantleff.
4.18 Amendment to Warrant to Purchase Common Stock of Pollution
Research and Control Corp. of A. Robert Tantleff, dated effective
June 6, 1994.
4.19 Warrant to Purchase 101,250 Shares of Common Stock of
Pollution Research and Control Corp., dated December 16, 1991,
issued to Stanley Becker.
4.20 Amendment to Warrant to Purchase Common Stock of Pollution
Research and Control Corp. of Stanley Becker, dated effective
June 6, 1994.
4.21 Warrant to Purchase 27,000 Shares of Common Stock of
Pollution Research and Control Corp., dated December 16, 1991,
issued to John Kilmartin.
4.22 Amendment to Warrant to Purchase Common Stock of Pollution
Research and Control Corp. of John Kilmartin, dated effective June
6, 1994.
</TABLE>
25
<PAGE> 26
<TABLE>
<S> <C>
4.23 Warrant to Purchase 74,250 Shares of Common Stock of
Pollution Research and Control Corp., dated December 16, 1991,
issued to Bruce Lynch.
4.24 Amendment to Warrant to Purchase Common Stock of Pollution
Research and Control Corp. of Bruce Lynch, dated effective June
6, 1994.
4.25 Warrant to Purchase 25,000 Shares of Common Stock of Pollution
Research and Control Corp. of Michael Young dated May 24, 1991.
4.26 Amendment to Warrant to Purchase Common Stock of Pollution
Research and Control Corp. of Michael Young, dated effective June
6, 1994.
4.27 Warrant to Purchase 12,000 Shares of Common Stock of Pollution
Research and Control Corp. of Kennedy Capital Management dated
November 26, 1991.
4.28 Amendment to Warrant to Purchase Common Stock of Pollution
Research and Control Corp. of Kennedy Capital Management, dated
effective June 6, 1994.
4.29 Pollution Control and Research Corp. Common Stock Purchase
Warrant for the Purchase of 60,000 Shares of The Equity Group
Inc. dated August 31, 1993.
4.30 Warrant to Purchase 7,500 Shares of Common Stock of Pollution
Research and Control Corp. of Stanley Becker dated November 8,
1993.
4.31 Amendment to Warrant to Purchase Common Stock of Pollution
Research and Control Corp. of Stanley Becker, dated
effective June 6, 1994.
4.32 Warrant to Purchase 5,500 Shares of Common Stock of Pollution
Research and Control Corp. of Bruce Lynch dated November 8,
1993.
4.33 Amendment to Warrant to Purchase Common Stock of Pollution
Research and Control Corp. of Bruce Lynch, dated effective June 6,
1994.
4.34 Warrant to Purchase 7,500 Shares of Common Stock of Pollution
Research and Control Corp. of Robert Tantleff dated November 8,
1993.
4.35 Amendment to Warrant to Purchase Common Stock of Pollution
Research and Control Corp. of Robert Tantleff, dated
effective June 6, 1994.
4.36 Warrant to Purchase 5,000 Shares of Common Stock of Pollution
Research and Control Corp. of Edward G. Lowell dated November
8, 1993.
</TABLE>
26
<PAGE> 27
<TABLE>
<S> <C>
4.37 Option to Purchase 25,000 Shares of Common Stock of Pollution
Research and Control Corp. of Randy Foy dated as of July 4, 1994.
4.38 Amendment to Warrant to Purchase Common Stock of Pollution
Research and Control Corp. of Frost and Company P.S., dated
effective February 9, 1992.
4.39 Amendment to Warrant to Purchase Common Stock of Pollution
Research and Control Corp. of Kial, Ltd., dated effective
January 9, 1992.
4.40* Option to Purchase 40,000 Shares of Common Stock of Pollution
Research and Control Corp. of Albert E. Gosselin, Jr.,
dated as of June 29, 1995.
4.41* Option to Purchase 20,000 Shares of Common Stock of Pollution
Research and Control Corp. of Cindy Gosselin dated as of
June 29, 1995.
4.42* Option to Purchase 20,000 Shares of Common Stock of Pollution
Research and Control Corp. of Barbara L. Gosselin dated as of
June 29, 1995.
4.43* Option to Purchase 20,000 Shares of Common Stock of Pollution
Research and Control Corp. of Gary L. Dudley dated as of
June 29, 1995.
4.44* Option to Purchase 20,000 Shares of Common Stock of Pollution
Research and Control Corp. of Marcia Smith dated as of
June 29, 1995.
4.45* Option to Purchase 20,000 Shares of Common Stock of Pollution
Research and Control Corp. of Craig E. Gosselin dated as of
June 29, 1995.
4.46* Option to Purchase 20,000 Shares of Common Stock of Pollution
Research and Control Corp. of Keith Gosselin dated as of
June 29, 1995.
4.47* Option to Purchase 10,000 Shares of Common Stock of Pollution
Research and Control Corp. of Mike Chu dated as of June 29,
1995.
4.48* Option to Purchase 10,000 Shares of Common Stock of Pollution
Research and Control Corp. of Kimberly Chiu dated as of
June 29, 1995.
4.49* Option to Purchase 5,000 Shares of Common Stock of Pollution
Research and Control Corp. of Tolly Smith dated as of
June 29, 1995.
4.50* Option to Purchase 25,000 Shares of Common Stock of Pollution
Research and Control Corp. of Randy Foy dated as of July 1,
1995.
4.51* Option to Purchase 200,000 Shares of Common Stock of Pollution
Research and Control Corp. of J. Paul Consulting Corp. dated
effective July 18, 1995.
5.0 Opinion and Consent of Patricia Cudd & Associates.
23.1 Consent of Patricia Cudd & Associates (included in Exhibit 5.0 hereto).
23.2 Consent of Greenberg & Jackson, an Accountancy Corporation,
independent auditors.
25.0 Power of Attorney (included on the signature page hereto).
</TABLE>
- ------------------
* Filed herewith.
27
<PAGE> 1
EXHIBIT 4.40
OPTION AGREEMENT
This Option Agreement (the "Agreement") is made and entered into
effective as of June 29, 1995, by and between Pollution Research and Control
Corp., a California corporation ("PRCC"), and Albert E. Gosselin, Jr.
("Optionee").
WHEREAS, Optionee has been providing valuable services as recognized
by the Company's Board of Directors to PRCC and PRCC is desirous of having
Optionee continue to provide such services to it; and
WHEREAS, PRCC is willing to grant Optionee an option to purchase up to
an aggregate of 40,000 shares of the no par value common stock of PRCC (the
"Common Stock") under the terms and conditions set forth below.
NOW, THEREFORE, the parties agree as follows:
1. GRANT OF OPTION. PRCC hereby grants to Optionee, as a matter
of separate agreement and not in lieu of other compensation for services, the
right and option (the "Option") to purchase on the terms and conditions set
forth in this Agreement all or any part of up to an aggregate of 40,000 shares
of Common Stock (the "Option Shares").
2. OPTION PRICE. At any time when shares of Common Stock are to
be purchased pursuant to the Option, the purchase price for each Option Share
shall be $.63 (the "Option Price"), and for purposes of record, the bid market
price on this date is $.63.
3. OPTION PERIOD. The option period shall commence on the date
of this Agreement (the "Date of Grant") and shall terminate five (5) years from
the Date of Grant.
4. EXERCISE OF OPTION. The Option may be exercised in whole or
in part at any time by delivering to the Chief Financial Officer of PRCC (a)
a Notice and Agreement of Exercise of Option, substantially in the form
attached hereto as Exhibit "A," specifying the number of Option Shares with
respect to which the Option is exercised, and (b) full payment of the Option
Price for such Option Shares.
5. SECURITIES LAWS REQUIREMENTS. The Option Shares have not been
registered under the Securities Act of 1933, as amended (the "Act"), and
no Option Shares may be sold, offered for sale, transferred, pledged,
hypothecated or otherwise disposed of except in compliance with the Act and any
other applicable federal and state securities laws. Additionally, the Option
and the Option Shares have not been qualified under the California Securities
Law of 1968, as amended (the "California Law"). PRCC has no obligation to
register the Option Shares under the Act or qualify the Option Shares under the
California Law. Optionee acknowledges that he is aware that Rule 144 of the
General Rules and Regulations under the Act ("Rule 144") affords a limited
exemption from registration for the public resale of registered securities and
under the terms of Rule 144 as currently in effect, the Option Shares received
by Optionee may be sold to the public without registration only after a period
of two (2) years has elapsed from the exercise date of the Option and then only
in compliance with all other requirements of Rule 144 and the Act. Optionee
hereby acknowledges, represents, warrants and agrees as follows:
(a) That the Option and the Option Shares are not
registered under the Act or qualified under the California Law, and the Option
Shares shall be acquired solely for the account of Optionee for investment
purposes only and with no view to their resale or other
<PAGE> 2
distribution of any kind;
(b) Neither the Option nor any Option Share shall be sold
or otherwise distributed in violation of the Act, the California Law or any
other applicable federal or state securities law;
(c) His overall commitment to investments that are not
readily marketable is not disproportionate to his net worth, and his investment
in PRCC will not cause such overall commitment to become excessive;
(d) He has the financial ability to bear the economic
risk of his investment, has adequate means of providing for his current needs
and personal contingencies, and has no need for liquidity in his investment in
PRCC;
(e) He either: (i) has a preexisting personal or
business relationship with PRCC or its officers, directors or controlling
persons, or (ii) has evaluated the business of PRCC and the high risks of
investing in PRCC, the competitive nature of the business in which PRCC is
engaged, and has the business or financial experience or has business or
financial advisors who are unaffiliated with, and not compensated by, PRCC and
are able to protect his interests in connection with the transaction;
(f) He has been given the opportunity to review all
books, records and documents of PRCC and to ask questions and receive answers
from PRCC concerning PRCC's business, to obtain additional information
necessary to verify the accuracy of the information he has desired in order to
evaluate his investment, and to consult with such attorneys, accountants and
other advisors as he has desired;
(g) His residence set forth below is his true and correct
residence, and he has no present intention of becoming a resident or
domiciliary of any other state or jurisdiction;
(h) In making the decision to accept the Option and/or
purchase the Option Shares, he has relied solely upon independent
investigations made by or on behalf of him;
(i) No federal or state agency has made any finding or
determination as to the fairness of an investment in PRCC; and
(j) He understands that all the representations and
warranties made by him herein, and all information furnished by him to PRCC,
is true, correct and complete in all respects.
6. Optionee hereby acknowledges that he understands the meaning
and legal consequences of the representations, warranties and covenants
contained herein and that PRCC has relied on the representations made by
Optionee in paragraph 5 hereof in granting this Option, and Optionee agrees to
indemnify and hold harmless PRCC and its officers, directors, controlling
persons, attorneys, agents and employees from and against any and all loss,
damage or liability, together with all costs and expenses (including attorneys'
fees and disbursements) which any of them may incur by reason of any breach in
any representation, warranty, covenant or agreement contained herein. All
representations, warranties, covenants and agreements, and the indemnification
contained herein shall survive the grant of the Option and the issuance of the
Option Shares by PRCC.
7. LEGEND OF CERTIFICATES. All Option Shares issued pursuant to
this Agreement shall be subject to the provisions of this Agreement and the
certificates representing such Option Shares shall bear the following legend or
language substantially equivalent thereto:
2
<PAGE> 3
"THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED
OR QUALIFIED UNDER FEDERAL OR STATE SECURITIES LAWS. THE SHARES MAY
NOT BE OFFERED FOR SALE, SOLD, PLEDGED OR OTHERWISE TRANSFERRED UNLESS
SO REGISTERED OR QUALIFIED OR UNLESS AN EXEMPTION EXISTS, THE
AVAILABILITY OF WHICH IS TO BE ESTABLISHED TO THE SATISFACTION OF THE
COMPANY."
8. TRANSFERABILITY OF OPTION. The Option shall not be
transferable except by the laws of descent and distribution and any attempt to
do so shall void the Option.
9. ADJUSTMENT. The Option Price and the number and kind of
Option Shares shall be subject to corresponding adjustment in the event of any
change in the Common stock by reason of any reclassification, recapitalization,
split-up, combination, exchange of shares, readjustment or stock dividend, in
like manner as if such Option Shares had been issued and outstanding, fully
paid and non-assessable at the time of such occurrence.
10. PRIVILEGE OF OWNERSHIP. Optionee shall not have any of the
rights of a shareholder with respect to the shares covered by the Option except
to the extent that one or more certificates for such Option Shares shall be
delivered to him upon one (1) or more exercises of the Option.
11. NOTICES. Any notices required or permitted to be given
under this Agreement shall be in writing and they shall be deemed to have been
given upon personal delivery or two (2) business days after mailing the notice
by postage, registered or certified mail. Such notice shall be addressed to
the party to be notified as shown below:
PRCC: POLLUTION RESEARCH AND CONTROL CORP.
506 Paula Avenue
Glendale, CA 91201
Attn: President
OPTIONEE: Albert E. Gosselin, Jr.
Any party may change its address for purposes of this Section by
giving the other party written notice of the new address in the manner set
forth above.
12. GENERAL PROVISIONS. This Agreement:
(a) Contains the entire agreement between PRCC and
Optionee regarding options of PRCC to Optionee and supersedes all prior
communications, oral or written;
(b) Shall not be construed to give Optionee any rights as
to PRCC or the Common Stock, except as specifically provided herein;
(c) May not be amended nor may any rights hereunder be
waived except by an instrument in writing signed by the party sought to be
charged with such amendment or waiver;
(d) Shall be construed in accordance with, and governed
by, the laws of the State of California; and
3
<PAGE> 4
(e) Shall be binding upon and shall inure to the benefit
of PRCC and Optionee, and their respective successors and assigns, except that
Optionee shall not have the right to assign or otherwise transfer his rights
hereunder to any person.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the
day and year first above written.
PRCC:
POLLUTION RESEARCH AND CONTROL
CORP., a California corporation
By: /s/ Albert E. Gosselin, Jr.
-------------------------------
Albert E. Gosselin, Jr.,
President and Chief Executive
Officer
OPTIONEE:
/s/ Albert E. Gosselin, Jr.
---------------------------
4
<PAGE> 5
EXHIBIT A
To Pollution Research and Control Corp.
NOTICE AND AGREEMENT OF EXERCISE OF OPTION
I hereby exercise the Option granted to me by POLLUTION RESEARCH AND
CONTROL CORP., a California corporation ("PRCC"), dated as of ________________
__________________________as to ____________________________________ shares of
PRCC's no par value Common Stock.
Enclosed are the documents and payment specified in Paragraph 4 of my
Agreement regarding the Option.
- ------------------------------- ------------------------------
(Print Your Name) Signature
5
<PAGE> 1
EXHIBIT 4.41
OPTION AGREEMENT
This Option Agreement (the "Agreement") is made and entered into
effective as of June 29, 1995, by and between Pollution Research and Control
Corp., a California corporation ("PRCC"), and Cindy Gosselin ("Optionee").
WHEREAS, Optionee has been providing valuable services as recognized
by the Company's Board of Directors to PRCC and PRCC is desirous of having
Optionee continue to provide such services to it; and
WHEREAS, PRCC is willing to grant Optionee an option to purchase up to
an aggregate of 20,000 shares of the no par value common stock of PRCC (the
"Common Stock") under the terms and conditions set forth below.
NOW, THEREFORE, the parties agree as follows:
1. GRANT OF OPTION. PRCC hereby grants to Optionee, as a matter
of separate agreement and not in lieu of other compensation for services, the
right and option (the "Option") to purchase on the terms and conditions set
forth in this Agreement all or any part of up to an aggregate of 20,000 shares
of Common Stock (the "Option Shares").
2. OPTION PRICE. At any time when shares of Common Stock are to
be purchased pursuant to the Option, the purchase price for each Option Share
shall be $.63 (the "Option Price"), and for purposes of record, the bid market
price on this date is $.63.
3. OPTION PERIOD. The option period shall commence on the date
of this Agreement (the "Date of Grant") and shall terminate five (5) years from
the Date of Grant.
4. EXERCISE OF OPTION. The Option may be exercised in
whole or in part at any time by delivering to the Chief Financial Officer of
PRCC (a) a Notice and Agreement of Exercise of Option, substantially in the
form attached hereto as Exhibit "A," specifying the number of Option Shares
with respect to which the Option is exercised, and (b) full payment of the
Option Price for such Option Shares.
5. SECURITIES LAWS REQUIREMENTS. The Option Shares have not
been registered under the Securities Act of 1933, as amended (the "Act"), and
no Option Shares may be sold, offered for sale, transferred, pledged,
hypothecated or otherwise disposed of except in compliance with the Act and any
other applicable federal and state securities laws. Additionally, the Option
and the Option Shares have not been qualified under the California Securities
Law of 1968, as amended (the "California Law"). PRCC has no obligation to
register the Option shares under the Act or qualify the Option Shares under the
California Law. Optionee acknowledges that she is aware that Rule 144 of the
General Rules and Regulations under the Act ("Rule 144") affords a limited
exemption from registration for the public resale of registered securities and
under the terms of Rule 144 as currently in effect, the Option Shares received
by Optionee may be sold to the public without registration only after a period
of two (2) years has elapsed from the exercise date of the Option and then only
in compliance with all other requirements of Rule 144 and the Act. Optionee
hereby acknowledges, represents, warrants and agrees as follows:
(a) That the Option and the Option Shares are not
registered under the Act or qualified under the California Law, and the Option
Shares shall be acquired solely for the account of Optionee for investment
purposes only and with no view to their resale or other
<PAGE> 2
distribution of any kind;
(b) Neither the Option nor any Option Share shall be sold
or otherwise distributed in violation of the Act, the California Law or any
other applicable federal or state securities law;
(c) Her overall commitment to investments that are not
readily marketable is not disproportionate to her net worth, and her investment
in PRCC will not cause such overall commitment to become excessive;
(d) She has the financial ability to bear the economic
risk of her investment, has adequate means of providing for her current needs
and personal contingencies, and has no need for liquidity in her investment in
PRCC;
(e) She either: (i) has a preexisting personal or
business relationship with PRCC or its officers, directors or controlling
persons, or (ii) has evaluated the business of PRCC and the high risks of
investing in PRCC, the competitive nature of the business in which PRCC is
engaged, and has the business or financial experience or has business or
financial advisors who are unaffiliated with, and not compensated by, PRCC and
are able to protect her interests in connection with the transaction;
(f) She has been given the opportunity to review all
books, records and documents of PRCC and to ask questions and receive answers
from PRCC concerning PRCC's business, to obtain additional information
necessary to verify the accuracy of the information she has desired in order to
evaluate her investment, and to consult with such attorneys, accountants and
other advisors as she has desired;
(g) Her residence set forth below is her true and correct
residence, and she has no present intention of becoming a resident or
domiciliary of any other state or jurisdiction;
(h) In making the decision to accept the Option and/or
purchase the Option Shares, she has relied solely upon independent
investigations made by or on behalf of her;
(i) No federal or state agency has made any finding or
determination as to the fairness of an investment in PRCC; and
(j) She understands that all the representations and
warranties made by her herein, and all information furnished by her to PRCC,
is true, correct and complete in all respects.
6. Optionee hereby acknowledges that she understands the
meaning and legal consequences of the representations, warranties and covenants
contained herein and that PRCC has relied on the representations made by
Optionee in paragraph 5 hereof in granting this Option, and Optionee agrees to
indemnify and hold harmless PRCC and its officers, directors, controlling
persons, attorneys, agents and employees from and against any and all loss,
damage or liability, together with all costs and expenses (including attorneys'
fees and disbursements) which any of them may incur by reason of any breach
in any representation, warranty, covenant or agreement contained herein. All
representations, warranties, covenants and agreements, and the indemnification
contained herein shall survive the grant of the Option and the issuance of the
Option Shares by PRCC.
7. LEGEND OF CERTIFICATES. All Option Shares issued pursuant to
this Agreement shall be subject to the provisions of this Agreement and the
certificates representing such Option Shares shall bear the following legend or
language substantially equivalent thereto:
2
<PAGE> 3
"THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED
OR QUALIFIED UNDER FEDERAL OR STATE SECURITIES LAWS. THE SHARES MAY
NOT BE OFFERED FOR SALE, SOLD, PLEDGED OR OTHERWISE TRANSFERRED UNLESS
SO REGISTERED OR QUALIFIED OR UNLESS AN EXEMPTION EXISTS, THE
AVAILABILITY OF WHICH IS TO BE ESTABLISHED TO THE SATISFACTION OF THE
COMPANY."
8. TRANSFERABILITY OF OPTION. The Option shall not be
transferable except by the laws of descent and distribution and any attempt to
do so shall void the Option.
9. ADJUSTMENT. The Option Price and the number and kind of
Option Shares shall be subject to corresponding adjustment in the event of any
change in the Common stock by reason of any reclassification, recapitalization,
split-up, combination, exchange of shares, readjustment or stock dividend, in
like manner as if such Option Shares had been issued and outstanding, fully
paid and non-assessable at the time of such occurrence.
10. PRIVILEGE OF OWNERSHIP. Optionee shall not have any of the rights of
a shareholder with respect to the shares covered by the Option except to the
extent that one or more certificates for such Option Shares shall be delivered
to her upon one (1) or more exercises of the Option.
11. NOTICES. Any notices required or permitted to be given under this
Agreement shall be in writing and they shall be deemed to have been given upon
personal delivery or two (2) business days after mailing the notice by postage,
registered or certified mail. Such notice shall be addressed to the party to
be notified as shown below:
PRCC: POLLUTION RESEARCH AND CONTROL CORP.
515 West Colorado Street
Glendale, CA 91204
Attn: President
OPTIONEE: Cindy Gosselin
Any party may change its address for purposes of this Section
by giving the other party written notice of the new address in the manner set
forth above.
12. GENERAL PROVISIONS. This Agreement:
(a) Contains the entire agreement between PRCC and
Optionee regarding options of PRCC to Optionee and supersedes all prior
communications, oral or written;
(b) Shall not be construed to give Optionee any rights as
to PRCC or the Common Stock, except as specifically provided herein;
(c) May not be amended nor may any rights hereunder be
waived except by an instrument in writing signed by the party sought to be
charged with such amendment or waiver;
(d) Shall be construed in accordance with, and governed
by, the laws of the State of California; and
3
<PAGE> 4
(e) Shall be binding upon and shall inure to the benefit
of PRCC and Optionee, and their respective successors and assigns, except that
Optionee shall not have the right to assign or otherwise transfer her rights
hereunder to any person.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the
day and year first above written.
PRCC:
POLLUTION RESEARCH AND CONTROL
CORP., a California corporation
By: /s/ Albert E. Gosselin, Jr.
-------------------------------
Albert E. Gosselin, Jr.,
President and Chief Executive
Officer
OPTIONEE:
/s/ Cindy Gosselin
-----------------------------------
4
<PAGE> 5
EXHIBIT A
To Pollution Research and Control Corp.
NOTICE AND AGREEMENT OF EXERCISE OF OPTION
I hereby exercise the Option granted to me by POLLUTION RESEARCH AND
CONTROL CORP., a California corporation ("PRCC"), dated as of ________________
__________________________as to ____________________________________ shares of
PRCC's no par value Common Stock.
Enclosed are the documents and payment specified in Paragraph 4 of my
Agreement regarding the Option.
- -------------------------------- --------------------------------
(Print Your Name) Signature
5
<PAGE> 1
EXHIBIT 4.42
OPTION AGREEMENT
This Option Agreement (the "Agreement") is made and entered into
effective as of June 29, 1995, by and between Pollution Research and Control
Corp., a California corporation ("PRCC"), and Barbara L. Gosselin ("Optionee").
WHEREAS, Optionee has been providing valuable services as recognized
by the Company's Board of Directors to PRCC and PRCC is desirous of having
Optionee continue to provide such services to it; and
WHEREAS, PRCC is willing to grant Optionee an option to purchase up to
an aggregate of 20,000 shares of the no par value common stock of PRCC (the
"Common Stock") under the terms and conditions set forth below.
NOW, THEREFORE, the parties agree as follows:
1. GRANT OF OPTION. PRCC hereby grants to Optionee, as a matter
of separate agreement and not in lieu of other compensation for services, the
right and option (the "Option") to purchase on the terms and conditions set
forth in this Agreement all or any part of up to an aggregate of 20,000 shares
of Common Stock (the "Option Shares").
2. OPTION PRICE. At any time when shares of Common Stock are to
be purchased pursuant to the Option, the purchase price for each Option Share
shall be $.63 (the "Option Price"), and for purposes of record, the bid market
price on this date is $.63.
3. OPTION PERIOD. The option period shall commence on the date
of this Agreement (the "Date of Grant") and shall terminate five (5) years from
the Date of Grant.
4. EXERCISE OF OPTION. The Option may be exercised in
whole or in part at any time by delivering to the Chief Financial Officer of
PRCC (a) a Notice and Agreement of Exercise of Option, substantially in the
form attached hereto as Exhibit "A," specifying the number of Option Shares
with respect to which the Option is exercised, and (b) full payment of the
Option Price for such Option Shares.
5. SECURITIES LAWS REQUIREMENTS. The Option Shares have not
been registered under the Securities Act of 1933, as amended (the "Act"), and
no Option Shares may be sold, offered for sale, transferred, pledged,
hypothecated or otherwise disposed of except in compliance with the Act and
any other applicable federal and state securities laws. Additionally, the
Option and the Option Shares have not been qualified under the California
Securities Law of 1968, as amended (the "California Law"). PRCC has no
obligation to register the Option Shares under the Act or qualify the Option
Shares under the California Law. Optionee acknowledges that she is aware that
Rule 144 of the General Rules and Regulations under the Act ("Rule 144")
affords a limited exemption from registration for the public resale of
registered securities and under the terms of Rule 144 as currently in effect,
the Option Shares received by Optionee may be sold to the public without
registration only after a period of two (2) years has elapsed from the
exercise date of the Option and then only in compliance with all other
requirements of Rule 144 and the Act. Optionee hereby acknowledges,
represents, warrants and agrees as follows:
(a) That the Option and the Option Shares are not
registered under the Act or qualified under the California Law, and the Option
Shares shall be acquired solely for the account of Optionee for investment
purposes only and with no view to their resale or other
<PAGE> 2
distribution of any kind;
(b) Neither the Option nor any Option Share shall be sold
or otherwise distributed in violation of the Act, the California Law or any
other applicable federal or state securities law;
(c) Her overall commitment to investments that are not
readily marketable is not disproportionate to her net worth, and her investment
in PRCC will not cause such overall commitment to become excessive;
(d) She has the financial ability to bear the economic
risk of her investment, has adequate means of providing for her current needs
and personal contingencies, and has no need for liquidity in her investment in
PRCC;
(e) She either: (i) has a preexisting personal or
business relationship with PRCC or its officers, directors or controlling
persons, or (ii) has evaluated the business of PRCC and the high risks of
investing in PRCC, the competitive nature of the business in which PRCC is
engaged, and has the business or financial experience or has business or
financial advisors who are unaffiliated with, and not compensated by, PRCC and
are able to protect her interests in connection with the transaction;
(f) She has been given the opportunity to review all
books, records and documents of PRCC and to ask questions and receive answers
from PRCC concerning PRCC's business, to obtain additional information
necessary to verify the accuracy of the information she has desired in order to
evaluate her investment, and to consult with such attorneys, accountants and
other advisors as she has desired;
(g) Her residence set forth below is her true and correct
residence, and she has no present intention of becoming a resident or
domiciliary of any other state or jurisdiction;
(h) In making the decision to accept the Option and/or
purchase the Option Shares, she has relied solely upon independent
investigations made by or on behalf of her;
(i) No federal or state agency has made any finding or
determination as to the fairness of an investment in PRCC; and
(j) She understands that all the representations and
warranties made by her herein, and all information furnished by her to PRCC,
is true, correct and complete in all respects.
6. Optionee hereby acknowledges that she understands the
meaning and legal consequences of the representations, warranties and covenants
contained herein and that PRCC has relied on the representations made by
Optionee in paragraph 5 hereof in granting this Option, and Optionee agrees to
indemnify and hold harmless PRCC and its officers, directors, controlling
persons, attorneys, agents and employees from and against any and all loss,
damage or liability, together with all costs and expenses (including attorneys'
fees and disbursements) which any of them may incur by reason of any breach
in any representation, warranty, covenant or agreement contained herein. All
representations, warranties, covenants and agreements, and the indemnification
contained herein shall survive the grant of the Option and the issuance of the
Option Shares by PRCC.
7. LEGEND OF CERTIFICATES. All Option Shares issued pursuant to
this Agreement shall be subject to the provisions of this Agreement and the
certificates representing such Option Shares shall bear the following legend or
language substantially equivalent thereto:
2
<PAGE> 3
"THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED
OR QUALIFIED UNDER FEDERAL OR STATE SECURITIES LAWS. THE SHARES MAY
NOT BE OFFERED FOR SALE, SOLD, PLEDGED OR OTHERWISE TRANSFERRED UNLESS
SO REGISTERED OR QUALIFIED OR UNLESS AN EXEMPTION EXISTS, THE
AVAILABILITY OF WHICH IS TO BE ESTABLISHED TO THE SATISFACTION OF THE
COMPANY."
8. TRANSFERABILITY OF OPTION. The Option shall not be
transferable except by the laws of descent and distribution and any attempt to
do so shall void the Option.
9. ADJUSTMENT. The Option Price and the number and kind of
Option Shares shall be subject to corresponding adjustment in the event of any
change in the Common stock by reason of any reclassification, recapitalization,
split-up, combination, exchange of shares, readjustment or stock dividend, in
like manner as if such Option Shares had been issued and outstanding, fully
paid and non-assessable at the time of such occurrence.
10. PRIVILEGE OF OWNERSHIP. Optionee shall not have any of the
rights of a shareholder with respect to the shares covered by the Option except
to the extent that one or more certificates for such Option Shares shall be
delivered to her upon one (1) or more exercises of the Option.
11. NOTICES. Any notices required or permitted to be given under
this Agreement shall be in writing and they shall be deemed to have been given
upon personal delivery or two (2) business days after mailing the notice by
postage, registered or certified mail. Such notice shall be addressed to the
party to be notified as shown below:
PRCC: POLLUTION RESEARCH AND CONTROL CORP.
506 Paula Avenue
Glendale, CA 91201
Attn: President
OPTIONEE: Barbara L. Gosselin
Any party may change its address for purposes of this Section
by giving the other party written notice of the new address in the manner set
forth above.
12. GENERAL PROVISIONS. This Agreement:
(a) Contains the entire agreement between PRCC and
Optionee regarding options of PRCC to Optionee and supersedes all prior
communications, oral or written;
(b) Shall not be construed to give Optionee any rights as
to PRCC or the Common Stock, except as specifically provided herein;
(c) May not be amended nor may any rights hereunder be
waived except by an instrument in writing signed by the party sought to be
charged with such amendment or waiver;
(d) Shall be construed in accordance with, and governed
by, the laws of the State of California; and
3
<PAGE> 4
(e) Shall be binding upon and shall inure to the benefit
of PRCC and Optionee, and their respective successors and assigns, except that
Optionee shall not have the right to assign or otherwise transfer her rights
hereunder to any person.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the
day and year first above written.
PRCC:
POLLUTION RESEARCH AND CONTROL
CORP., a California corporation
By: /s/ Albert E. Gosselin, Jr.
-------------------------------
Albert E. Gosselin, Jr.,
President and Chief Executive
Officer
OPTIONEE:
/s/ Barbara L. Gosselin
-----------------------------------
4
<PAGE> 5
EXHIBIT A
To Pollution Research and Control Corp.
NOTICE AND AGREEMENT OF EXERCISE OF OPTION
I hereby exercise the Option granted to me by POLLUTION RESEARCH AND
CONTROL CORP., a California corporation ("PRCC"), dated as of ________________
__________________________as to ____________________________________ shares of
PRCC's no par value Common Stock.
Enclosed are the documents and payment specified in Paragraph 4 of my
Agreement regarding the Option.
- -------------------------------- --------------------------------
(Print Your Name) Signature
5
<PAGE> 1
EXHIBIT 4.43
OPTION AGREEMENT
This Option Agreement (the "Agreement") is made and entered into
effective as of June 29, 1995, by and between Pollution Research and Control
Corp., a California corporation ("PRCC"), and Gary Dudley ("Optionee").
WHEREAS, Optionee has been providing valuable services as recognized
by the Company's Board of Directors to PRCC and PRCC is desirous of having
Optionee continue to provide such services to it; and
WHEREAS, PRCC is willing to grant Optionee an option to purchase up to
an aggregate of 20,000 shares of the no par value common stock of PRCC (the
"Common Stock") under the terms and conditions set forth below.
NOW, THEREFORE, the parties agree as follows:
1. GRANT OF OPTION. PRCC hereby grants to Optionee, as a matter
of separate agreement and not in lieu of other compensation for services, the
right and option (the "Option") to purchase on the terms and conditions set
forth in this Agreement all or any part of up to an aggregate of 20,000 shares
of Common Stock (the "Option Shares").
2. OPTION PRICE. At any time when shares of Common Stock are to
be purchased pursuant to the Option, the purchase price for each Option Share
shall be $.63 (the "Option Price"), and for purposes of record, the bid market
price on this date is $.63.
3. OPTION PERIOD. The option period shall commence on the date
of this Agreement (the "Date of Grant") and shall terminate five (5) years from
the Date of Grant.
4. EXERCISE OF OPTION. The Option may be exercised in
whole or in part at any time by delivering to the Chief Financial Officer of
PRCC (a) a Notice and Agreement of Exercise of Option, substantially in the
form attached hereto as Exhibit "A," specifying the number of Option Shares
with respect to which the Option is exercised, and (b) full payment of the
Option Price for such Option Shares.
5. SECURITIES LAWS REQUIREMENTS. The Option Shares have not
been registered under the Securities Act of 1933, as amended (the "Act"), and
no Option Shares may be sold, offered for sale, transferred, pledged,
hypothecated or otherwise disposed of except in compliance with the Act and
any other applicable federal and state securities laws. Additionally, the
Option and the Option Shares have not been qualified under the California
Securities Law of 1968, as amended (the "California Law"). PRCC has no
obligation to register the Option Shares under the Act or qualify the Option
Shares under the California Law. Optionee acknowledges that he is aware that
Rule 144 of the General Rules and Regulations under the Act ("Rule 144")
affords a limited exemption from registration for the public resale of
registered securities and under the terms of Rule 144 as currently in effect,
the Option Shares received by Optionee may be sold to the public without
registration only after a period of two (2) years has elapsed from the
exercise date of the Option and then only in compliance with all other
requirements of Rule 144 and the Act. Optionee hereby acknowledges,
represents, warrants and agrees as follows:
(a) That the Option and the Option Shares are not
registered under the Act or qualified under the California Law, and the Option
Shares shall be acquired solely for the account of Optionee for investment
purposes only and with no view to their resale or other
<PAGE> 2
distribution of any kind;
(b) Neither the Option nor any Option Share shall be sold
or otherwise distributed in violation of the Act, the California Law or any
other applicable federal or state securities law;
(c) His overall commitment to investments that are not
readily marketable is not disproportionate to his net worth, and his investment
in PRCC will not cause such overall commitment to become excessive;
(d) He has the financial ability to bear the economic
risk of his investment, has adequate means of providing for his current needs
and personal contingencies, and has no need for liquidity in his investment in
PRCC;
(e) He either: (i) has a preexisting personal or
business relationship with PRCC or its officers, directors or controlling
persons, or (ii) has evaluated the business of PRCC and the high risks of
investing in PRCC, the competitive nature of the business in which PRCC is
engaged, and has the business or financial experience or has business or
financial advisors who are unaffiliated with, and not compensated by, PRCC and
are able to protect his interests in connection with the transaction;
(f) He has been given the opportunity to review all
books, records and documents of PRCC and to ask questions and receive answers
from PRCC concerning PRCC's business, to obtain additional information
necessary to verify the accuracy of the information he has desired in order to
evaluate his investment, and to consult with such attorneys, accountants and
other advisors as he has desired;
(g) His residence set forth below is his true and correct
residence, and he has no present intention of becoming a resident or
domiciliary of any other state or jurisdiction;
(h) In making the decision to accept the Option and/or
purchase the Option Shares, he has relied solely upon independent
investigations made by or on behalf of him;
(i) No federal or state agency has made any finding or
determination as to the fairness of an investment in PRCC; and
(j) He understands that all the representations and
warranties made by him herein, and all information furnished by him to PRCC,
is true, correct and complete in all respects.
6. Optionee hereby acknowledges that he understands the meaning
and legal consequences of the representations, warranties and covenants
contained herein and that PRCC has relied on the representations made by
Optionee in paragraph 5 hereof in granting this Option, and Optionee agrees to
indemnify and hold harmless PRCC and its officers, directors, controlling
persons, attorneys, agents and employees from and against any and all loss,
damage or liability, together with all costs and expenses (including attorneys'
fees and disbursements) which any of them may incur by reason of any breach
in any representation, warranty, covenant or agreement contained herein. All
representations, warranties, covenants and agreements, and the indemnification
contained herein shall survive the grant of the Option and the issuance of the
Option Shares by PRCC.
7. LEGEND OF CERTIFICATES. All Option Shares issued pursuant to
this Agreement shall be subject to the provisions of this Agreement and the
certificates representing such Option Shares shall bear the following legend or
language substantially equivalent thereto:
2
<PAGE> 3
"THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED
OR QUALIFIED UNDER FEDERAL OR STATE SECURITIES LAWS. THE SHARES MAY
NOT BE OFFERED FOR SALE, SOLD, PLEDGED OR OTHERWISE TRANSFERRED UNLESS
SO REGISTERED OR QUALIFIED OR UNLESS AN EXEMPTION EXISTS, THE
AVAILABILITY OF WHICH IS TO BE ESTABLISHED TO THE SATISFACTION OF THE
COMPANY."
8. TRANSFERABILITY OF OPTION. The Option shall not be
transferable except by the laws of descent and distribution and any attempt to
do so shall void the Option.
9. ADJUSTMENT. The Option Price and the number and kind of
Option Shares shall be subject to corresponding adjustment in the event of any
change in the Common stock by reason of any reclassification, recapitalization,
split-up, combination, exchange of shares, readjustment or stock dividend, in
like manner as if such Option Shares had been issued and outstanding, fully
paid and non-assessable at the time of such occurrence.
10. PRIVILEGE OF OWNERSHIP. Optionee shall not have any of the
rights of a shareholder with respect to the shares covered by the Option except
to the extent that one or more certificates for such Option Shares shall be
delivered to him upon one (1) or more exercises of the Option.
11. NOTICES. Any notices required or permitted to be given under
this Agreement shall be in writing and they shall be deemed to have been given
upon personal delivery or two (2) business days after mailing the notice by
postage, registered or certified mail. Such notice shall be addressed to the
party to be notified as shown below:
PRCC: POLLUTION RESEARCH AND CONTROL CORP.
506 Paula Avenue
Glendale, CA 91201
Attn: President
OPTIONEE: Gary Dudley
Any party may change its address for purposes of this Section by
giving the other party written notice of the new address in the manner set
forth above.
12. GENERAL PROVISIONS. This Agreement:
(a) Contains the entire agreement between PRCC and
Optionee regarding options of PRCC to Optionee and supersedes all prior
communications, oral or written;
(b) Shall not be construed to give Optionee any rights as
to PRCC or the Common Stock, except as specifically provided herein;
(c) May not be amended nor may any rights hereunder be
waived except by an instrument in writing signed by the party sought to be
charged with such amendment or waiver;
(d) Shall be construed in accordance with, and governed
by, the laws of the State of California; and
3
<PAGE> 4
(e) Shall be binding upon and shall inure to the benefit
of PRCC and Optionee, and their respective successors and assigns, except that
Optionee shall not have the right to assign or otherwise transfer his rights
hereunder to any person.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the
day and year first above written.
PRCC:
POLLUTION RESEARCH AND CONTROL
CORP., a California corporation
By: /s/ Albert E. Gosselin, Jr.
-------------------------------
Albert E. Gosselin, Jr.,
President and Chief Executive
Officer
OPTIONEE:
/s/ Gary Dudley
-----------------------------------
4
<PAGE> 5
EXHIBIT A
To Pollution Research and Control Corp.
NOTICE AND AGREEMENT OF EXERCISE OF OPTION
I hereby exercise the Option granted to me by POLLUTION RESEARCH AND
CONTROL CORP., a California corporation ("PRCC"), dated as of ________________
__________________________as to ____________________________________ shares of
PRCC's no par value Common Stock.
Enclosed are the documents and payment specified in Paragraph 4 of my
Agreement regarding the Option.
- -------------------------------- --------------------------------
(Print Your Name) Signature
5
<PAGE> 1
EXHIBIT 4.44
OPTION AGREEMENT
This Option Agreement (the "Agreement") is made and entered into
effective as of June 29, 1995, by and between Pollution Research and Control
Corp., a California corporation ("PRCC"), and Marcia Smith ("Optionee").
WHEREAS, Optionee has been providing valuable services as recognized
by the Company's Board of Directors to PRCC and PRCC is desirous of having
Optionee continue to provide such services to it; and
WHEREAS, PRCC is willing to grant Optionee an option to purchase up to
an aggregate of 20,000 shares of the no par value common stock of PRCC (the
"Common Stock") under the terms and conditions set forth below.
NOW, THEREFORE, the parties agree as follows:
1. GRANT OF OPTION. PRCC hereby grants to Optionee, as a matter
of separate agreement and not in lieu of other compensation for services, the
right and option (the "Option") to purchase on the terms and conditions set
forth in this Agreement all or any part of up to an aggregate of 20,000 shares
of Common Stock (the "Option Shares").
2. OPTION PRICE. At any time when shares of Common Stock are to
be purchased pursuant to the Option, the purchase price for each Option Share
shall be $.63 (the "Option Price"), and for purposes of record, the bid market
price on this date is $.63.
3. OPTION PERIOD. The option period shall commence on the
date of this Agreement (the "Date of Grant") and shall terminate five (5) years
from the Date of Grant.
4. EXERCISE OF OPTION. The Option may be exercised in whole or
in part at any time by delivering to the Chief Financial Officer of PRCC (a) a
Notice and Agreement of Exercise of Option, substantially in the form attached
hereto as Exhibit "A," specifying the number of Option Shares with respect to
which the Option is exercised, and (b) full payment of the Option Price for
such Option Shares.
5. SECURITIES LAWS REQUIREMENTS. The Option Shares have not been
registered under the Securities Act of 1933, as amended (the "Act"), and no
Option Shares may be sold, offered for sale, transferred, pledged, hypothecated
or otherwise disposed of except in compliance with the Act and any other
applicable federal and state securities laws. Additionally, the Option and the
Option Shares have not been qualified under the California Securities Law of
1968, as amended (the "California Law"). PRCC has no obligation to register
the Option Shares under the Act or qualify the Option Shares under the
California Law. Optionee acknowledges that she is aware that Rule 144 of the
General Rules and Regulations under the Act ("Rule 144") affords a limited
exemption from registration for the public resale of registered securities and
under the terms of Rule 144 as currently in effect, the Option Shares received
by Optionee may be sold to the public without registration only after a period
of two (2) years has elapsed from the exercise date of the Option and then only
in compliance with all other requirements of Rule 144 and the Act. Optionee
hereby acknowledges, represents, warrants and agrees as follows:
(a) That the Option and the Option Shares are not
registered under the Act or qualified under the California Law, and the Option
Shares shall be acquired solely for the account of Optionee for investment
purposes only and with no view to their resale or other
<PAGE> 2
distribution of any kind;
(b) Neither the Option nor any Option Share shall be sold
or otherwise distributed in violation of the Act, the California Law or any
other applicable federal or state securities law;
(c) Her overall commitment to investments that are not
readily marketable is not disproportionate to her net worth, and her investment
in PRCC will not cause such overall commitment to become excessive;
(d) She has the financial ability to bear the economic
risk of her investment, has adequate means of providing for her current needs
and personal contingencies, and has no need for liquidity in her investment in
PRCC;
(e) She either: (i) has a preexisting personal or
business relationship with PRCC or its officers, directors or controlling
persons, or (ii) has evaluated the business of PRCC and the high risks of
investing in PRCC, the competitive nature of the business in which PRCC is
engaged, and has the business or financial experience or has business or
financial advisors who are unaffiliated with, and not compensated by, PRCC and
are able to protect her interests in connection with the transaction;
(f) She has been given the opportunity to review all
books, records and documents of PRCC and to ask questions and receive answers
from PRCC concerning PRCC's business, to obtain additional information
necessary to verify the accuracy of the information she has desired in order to
evaluate her investment, and to consult with such attorneys, accountants and
other advisors as she has desired;
(g) Her residence set forth below is her true and correct
residence, and she has no present intention of becoming a resident or
domiciliary of any other state or jurisdiction;
(h) In making the decision to accept the Option and/or
purchase the Option Shares, she has relied solely upon independent
investigations made by or on behalf of her;
(i) No federal or state agency has made any finding or
determination as to the fairness of an investment in PRCC; and
(j) She understands that all the representations and
warranties made by her herein, and all information furnished by her to PRCC,
is true, correct and complete in all respects.
6. Optionee hereby acknowledges that she understands the meaning
and legal consequences of the representations, warranties and covenants
contained herein and that PRCC has relied on the representations made by
Optionee in paragraph 5 hereof in granting this Option, and Optionee agrees to
indemnify and hold harmless PRCC and its officers, directors, controlling
persons, attorneys, agents and employees from and against any and all loss,
damage or liability, together with all costs and expenses (including attorneys'
fees and disbursements) which any of them may incur by reason of any breach in
any representation, warranty, covenant or agreement contained herein. All
representations, warranties, covenants and agreements, and the indemnification
contained herein shall survive the grant of the Option and the issuance of the
Option Shares by PRCC.
7. LEGEND OF CERTIFICATES. All Option Shares
issued pursuant to this Agreement shall be subject to the provisions of this
Agreement and the certificates representing such Option Shares shall bear the
following legend or language substantially equivalent thereto:
2
<PAGE> 3
"THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED
OR QUALIFIED UNDER FEDERAL OR STATE SECURITIES LAWS. THE SHARES MAY
NOT BE OFFERED FOR SALE, SOLD, PLEDGED OR OTHERWISE TRANSFERRED UNLESS
SO REGISTERED OR QUALIFIED OR UNLESS AN EXEMPTION EXISTS, THE
AVAILABILITY OF WHICH IS TO BE ESTABLISHED TO THE SATISFACTION OF THE
COMPANY."
8. Transferability of Option. The Option shall not be
transferable except by the laws of descent and distribution and any attempt to
do so shall void the Option.
9. ADJUSTMENT. The Option Price and the number and kind of
Option Shares shall be subject to corresponding adjustment in the event of any
change in the Common stock by reason of any reclassification, recapitalization,
split-up, combination, exchange of shares, readjustment or stock dividend, in
like manner as if such Option Shares had been issued and outstanding, fully
paid and non-assessable at the time of such occurrence.
10. PRIVILEGE OF OWNERSHIP. Optionee shall not have any of the
rights of a shareholder with respect to the shares covered by the Option except
to the extent that one or more certificates for such Option Shares shall
be delivered to her upon one (1) or more exercises of the Option.
11. NOTICES. Any notices required or permitted to be given under
this Agreement shall be in writing and they shall be deemed to have been given
upon personal delivery or two (2) business days after mailing the notice by
postage, registered or certified mail. Such notice shall be addressed to the
party to be notified as shown below:
PRCC: POLLUTION RESEARCH AND CONTROL CORP.
506 Paula Avenue
Glendale, CA 91201
Attn: President
OPTIONEE: Marcia Smith
Any party may change its address for purposes of this Section by
giving the other party written notice of the new address in the manner set
forth above.
12. GENERAL PROVISIONS. This Agreement:
(a) Contains the entire agreement between PRCC and
Optionee regarding options of PRCC to Optionee and supersedes all prior
communications, oral or written;
(b) Shall not be construed to give Optionee any rights as
to PRCC or the Common Stock, except as specifically provided herein;
(c) May not be amended nor may any rights hereunder be
waived except by an instrument in writing signed by the party sought to be
charged with such amendment or waiver;
(d) Shall be construed in accordance with, and governed
by, the laws of the State of California; and
(e) Shall be binding upon and shall inure to the benefit
of PRCC and Optionee, and their respective successors and assigns, except that
Optionee shall not have the
3
<PAGE> 4
right to assign or otherwise transfer her rights hereunder to any person.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the
day and year first above written.
PRCC:
POLLUTION RESEARCH AND CONTROL
CORP., a California corporation
By: /s/ Albert E. Gosselin, Jr.
-------------------------------
Albert E. Gosselin, Jr.,
President and Chief Executive
Officer
OPTIONEE:
/s/ Marcia Smith
-----------------------------------
4
<PAGE> 5
EXHIBIT A
To Pollution Research and Control Corp.
NOTICE AND AGREEMENT OF EXERCISE OF OPTION
I hereby exercise the Option granted to me by POLLUTION RESEARCH AND
CONTROL CORP., a California corporation ("PRCC"), dated as of ________________
__________________________as to ____________________________________ shares of
PRCC's no par value Common Stock.
Enclosed are the documents and payment specified in Paragraph 4 of my
Agreement regarding the Option.
- -------------------------------- --------------------------------
(Print Your Name) Signature
5
<PAGE> 1
EXHIBIT 4.45
OPTION AGREEMENT
This Option Agreement (the "Agreement") is made and entered into
effective as of June 29, 1995, by and between Pollution Research and Control
Corp., a California corporation ("PRCC"), and Craig E. Gosselin ("Optionee").
WHEREAS, Optionee has been providing valuable services as recognized
by the Company's Board of Directors to PRCC and PRCC is desirous of having
Optionee continue to provide such services to it; and
WHEREAS, PRCC is willing to grant Optionee an option to purchase up to
an aggregate of 20,000 shares of the no par value common stock of PRCC (the
"Common Stock") under the terms and conditions set forth below.
NOW, THEREFORE, the parties agree as follows:
1. GRANT OF OPTION. PRCC hereby grants to Optionee, as a matter
of separate agreement and not in lieu of other compensation for services, the
right and option (the "Option") to purchase on the terms and conditions set
forth in this Agreement all or any part of up to an aggregate of 20,000 shares
of Common Stock (the "Option Shares").
2. OPTION PRICE. At any time when shares of Common Stock are to
be purchased pursuant to the Option, the purchase price for each Option Share
shall be $.63 (the "Option Price"), and for purposes of record, the bid market
price on this date is $.63.
3. OPTION PERIOD. The option period shall commence on the date
of this Agreement (the "Date of Grant") and shall terminate five (5) years from
the Date of Grant.
4. EXERCISE OF OPTION. The Option may be exercised in
whole or in part at any time by delivering to the Chief Financial Officer of
PRCC (a) a Notice and Agreement of Exercise of Option, substantially in the
form attached hereto as Exhibit "A," specifying the number of Option Shares
with respect to which the Option is exercised, and (b) full payment of the
Option Price for such Option Shares.
5. SECURITIES LAWS REQUIREMENTS. The Option Shares have not
been registered under the Securities Act of 1933, as amended (the "Act"), and
no Option Shares may be sold, offered for sale, transferred, pledged,
hypothecated or otherwise disposed of except in compliance with the Act and any
other applicable federal and state securities laws. Additionally, the Option
and the Option Shares have not been qualified under the California Securities
Law of 1968, as amended (the "California Law"). PRCC has no obligation to
register the Option Shares under the Act or qualify the Option Shares under the
California Law. Optionee acknowledges that she is aware that Rule 144 of the
General Rules and Regulations under the Act ("Rule 144") affords a limited
exemption from registration for the public resale of registered securities and
under the terms of Rule 144 as currently in effect, the Option Shares received
by Optionee may be sold to the public without registration only after a period
of two (2) years has elapsed from the exercise date of the Option and then only
in compliance with all other requirements of Rule 144 and the Act. Optionee
hereby acknowledges, represents, warrants and agrees as follows:
(a) That the Option and the Option Shares are not
registered under the Act or qualified under the California Law, and the Option
Shares shall be acquired solely for the account of Optionee for investment
purposes only and with no view to their resale or other distribution of any
kind;
<PAGE> 2
(b) Neither the Option nor any Option Share shall be sold
or otherwise distributed in violation of the Act, the California Law or any
other applicable federal or state securities law;
(c) His overall commitment to investments that are not
readily marketable is not disproportionate to his net worth, and his investment
in PRCC will not cause such overall commitment to become excessive;
(d) He has the financial ability to bear the economic
risk of his investment, has adequate means of providing for his current needs
and personal contingencies, and has no need for liquidity in his investment in
PRCC;
(e) He either: (i) has a preexisting personal or
business relationship with PRCC or its officers, directors or controlling
persons, or (ii) has evaluated the business of PRCC and the high risks of
investing in PRCC, the competitive nature of the business in which PRCC is
engaged, and has the business or financial experience or has business or
financial advisors who are unaffiliated with, and not compensated by, PRCC and
are able to protect his interests in connection with the transaction;
(f) He has been given the opportunity to review all
books, records and documents of PRCC and to ask questions and receive answers
from PRCC concerning PRCC's business, to obtain additional information
necessary to verify the accuracy of the information he has desired in order to
evaluate his investment, and to consult with such attorneys, accountants and
other advisors as he has desired;
(g) His residence set forth below is his true and correct
residence, and he has no present intention of becoming a resident or
domiciliary of any other state or jurisdiction;
(h) In making the decision to accept the Option and/or
purchase the Option Shares, he has relied solely upon independent
investigations made by or on behalf of him;
(i) No federal or state agency has made any finding or
determination as to the fairness of an investment in PRCC; and
(j) He understands that all the representations and
warranties made by him herein, and all information furnished by him to PRCC,
is true, correct and complete in all respects.
6. Optionee hereby acknowledges that he understands the meaning
and legal consequences of the representations, warranties and covenants
contained herein and that PRCC has relied on the representations made by
Optionee in paragraph 5 hereof in granting this Option, and Optionee agrees to
indemnify and hold harmless PRCC and its officers, directors, controlling
persons, attorneys, agents and employees from and against any and all loss,
damage or liability, together with all costs and expenses (including attorneys'
fees and disbursements) which any of them may incur by reason of any breach
in any representation, warranty, covenant or agreement contained herein. All
representations, warranties, covenants and agreements, and the indemnification
contained herein shall survive the grant of the Option and the issuance of the
Option Shares by PRCC.
7. LEGEND OF CERTIFICATES. All Option Shares issued pursuant to
this Agreement shall be subject to the provisions of this Agreement and the
certificates representing such Option Shares shall bear the following legend or
language substantially equivalent thereto:
2
[/R]
<PAGE> 3
"THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED
OR QUALIFIED UNDER FEDERAL OR STATE SECURITIES LAWS. THE SHARES MAY
NOT BE OFFERED FOR SALE, SOLD, PLEDGED OR OTHERWISE TRANSFERRED UNLESS
SO REGISTERED OR QUALIFIED OR UNLESS AN EXEMPTION EXISTS, THE
AVAILABILITY OF WHICH IS TO BE ESTABLISHED TO THE SATISFACTION OF THE
COMPANY."
8. Transferability of Option. The Option shall not be
transferable except by the laws of descent and distribution and any attempt to
do so shall void the Option.
9. ADJUSTMENT. The Option Price and the number and kind of
Option Shares shall be subject to corresponding adjustment in the event of any
change in the Common stock by reason of any reclassification, recapitalization,
split-up, combination, exchange of shares, readjustment or stock dividend, in
like manner as if such Option Shares had been issued and outstanding, fully
paid and non-assessable at the time of such occurrence.
10. PRIVILEGE OF OWNERSHIP. Optionee shall not have any of the
rights of a shareholder with respect to the shares covered by the Option except
to the extent that one or more certificates for such Option Shares shall be
delivered to him upon one (1) or more exercises of the Option.
11. NOTICES. Any notices required or permitted to be given under
this Agreement shall be in writing and they shall be deemed to have been given
upon personal delivery or two (2) business days after mailing the notice by
postage, registered or certified mail. Such notice shall be addressed to the
party to be notified as shown below:
PRCC: POLLUTION RESEARCH AND CONTROL CORP.
506 Paula Avenue
Glendale, CA 91201
Attn: President
OPTIONEE: Craig E. Gosselin
Any party may change its address for purposes of this Section by
giving the other party written notice of the new address in the manner set
forth above.
12. GENERAL PROVISIONS. This Agreement:
(a) Contains the entire agreement between PRCC and
Optionee regarding options of PRCC to Optionee and supersedes all prior
communications, oral or written;
(b) Shall not be construed to give Optionee any rights as
to PRCC or the Common Stock, except as specifically provided herein;
(c) May not be amended nor may any rights hereunder be
waived except by an instrument in writing signed by the party sought to be
charged with such amendment or waiver;
3
<PAGE> 4
(d) Shall be construed in accordance with, and governed
by, the laws of the State of California; and
(e) Shall be binding upon and shall inure to the benefit
of PRCC and Optionee, and their respective successors and assigns, except that
Optionee shall not have the right to assign or otherwise transfer his rights
hereunder to any person.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the
day and year first above written.
PRCC:
POLLUTION RESEARCH AND CONTROL
CORP., a California corporation
By: /S/ Albert E. Gosselin, Jr.
-------------------------------
Albert E. Gosselin, Jr.
President and Chief Executive
Officer
OPTIONEE:
/s/ Craig E. Gosselin
----------------------------------
4
<PAGE> 5
EXHIBIT A
To Pollution Research and Control Corp.
NOTICE AND AGREEMENT OF EXERCISE OF OPTION
I hereby exercise the Option granted to me by POLLUTION RESEARCH AND
CONTROL CORP., a California corporation ("PRCC"), dated as of ________________
__________________________as to ____________________________________ shares of
PRCC's no par value Common Stock.
Enclosed are the documents and payment specified in Paragraph 4 of my
Agreement regarding the Option.
- ------------------------------- -------------------------------
(Print Your Name) Signature
5
<PAGE> 1
EXHIBIT 4.46
OPTION AGREEMENT
This Option Agreement (the "Agreement") is made and entered into
effective as of June 29, 1995, by and between Pollution Research and Control
Corp., a California corporation ("PRCC"), and Keith Gosselin ("Optionee").
WHEREAS, Optionee has been providing valuable services as recognized
by the Company's Board of Directors to PRCC and PRCC is desirous of having
Optionee continue to provide such services to it; and
WHEREAS, PRCC is willing to grant Optionee an option to purchase up to
an aggregate of 20,000 shares of the no par value common stock of PRCC (the
"Common Stock") under the terms and conditions set forth below.
NOW, THEREFORE, the parties agree as follows:
1. GRANT OF OPTION. PRCC hereby grants to Optionee, as a matter
of separate agreement and not in lieu of other compensation for services, the
right and option (the "Option") to purchase on the terms and conditions set
forth in this Agreement all or any part of up to an aggregate of 20,000 shares
of Common Stock (the "Option Shares").
2. OPTION PRICE. At any time when shares of Common Stock are to
be purchased pursuant to the Option, the purchase price for each Option Share
shall be $.63 (the "Option Price"), and for purposes of record, the bid market
price on this date is $.63.
3. OPTION PERIOD. The option period shall commence on the date
of this Agreement (the "Date of Grant") and shall terminate five (5) years from
the Date of Grant.
4. EXERCISE OF OPTION. The Option may be exercised in
whole or in part at any time by delivering to the Chief Financial Officer of
PRCC (a) a Notice and Agreement of Exercise of Option, substantially in the
form attached hereto as Exhibit "A," specifying the number of Option Shares
with respect to which the Option is exercised, and (b) full payment of the
Option Price for such Option Shares.
5. SECURITIES LAWS REQUIREMENTS. The Option Shares have not
been registered under the Securities Act of 1933, as amended (the "Act"), and
no Option Shares may be sold, offered for sale, transferred, pledged,
hypothecated or otherwise disposed of except in compliance with the Act and
any other applicable federal and state securities laws. Additionally, the
Option and the Option Shares have not been qualified under the California
Securities Law of 1968, as amended (the "California Law"). PRCC has no
obligation to register the Option Shares under the Act or qualify the Option
Shares under the California Law. Optionee acknowledges that he is aware that
Rule 144 of the General Rules and Regulations under the Act ("Rule 144")
affords a limited exemption from registration for the public resale of
registered securities and under the terms of Rule 144 as currently in effect,
the Option Shares received by Optionee may be sold to the public without
registration only after a period of two (2) years has elapsed from the
exercise date of the Option and then only in compliance with all other
requirements of Rule 144 and the Act. Optionee hereby acknowledges,
represents, warrants and agrees as follows:
(a) That the Option and the Option Shares are not
registered under the Act or qualified under the California Law, and the Option
Shares shall be acquired solely for the account of Optionee for investment
purposes only and with no view to their resale or other
<PAGE> 2
distribution of any kind;
(b) Neither the Option nor any Option Share shall be sold
or otherwise distributed in violation of the Act, the California Law or any
other applicable federal or state securities law;
(c) His overall commitment to investments that are not
readily marketable is not disproportionate to his net worth, and his investment
in PRCC will not cause such overall commitment to become excessive;
(d) He has the financial ability to bear the economic
risk of his investment, has adequate means of providing for his current needs
and personal contingencies, and has no need for liquidity in his investment in
PRCC;
(e) He either: (i) has a preexisting personal or
business relationship with PRCC or its officers, directors or controlling
persons, or (ii) has evaluated the business of PRCC and the high risks of
investing in PRCC, the competitive nature of the business in which PRCC is
engaged, and has the business or financial experience or has business or
financial advisors who are unaffiliated with, and not compensated by, PRCC and
are able to protect his interests in connection with the transaction;
(f) He has been given the opportunity to review all
books, records and documents of PRCC and to ask questions and receive answers
from PRCC concerning PRCC's business, to obtain additional information
necessary to verify the accuracy of the information he has desired in order to
evaluate his investment, and to consult with such attorneys, accountants and
other advisors as he has desired;
(g) His residence set forth below is his true and correct
residence, and he has no present intention of becoming a resident or
domiciliary of any other state or jurisdiction;
(h) In making the decision to accept the Option and/or
purchase the Option Shares, he has relied solely upon independent
investigations made by or on behalf of him;
(i) No federal or state agency has made any finding or
determination as to the fairness of an investment in PRCC; and
(j) He understands that all the representations and
warranties made by him herein, and all information furnished by him to PRCC,
is true, correct and complete in all respects.
6. Optionee hereby acknowledges that he understands the meaning
and legal consequences of the representations, warranties and covenants
contained herein and that PRCC has relied on the representations made by
Optionee in paragraph 5 hereof in granting this Option, and Optionee agrees to
indemnify and hold harmless PRCC and its officers, directors, controlling
persons, attorneys, agents and employees from and against any and all loss,
damage or liability, together with all costs and expenses (including attorneys'
fees and disbursements) which any of them may incur by reason of any breach
in any representation, warranty, covenant or agreement contained herein. All
representations, warranties, covenants and agreements, and the indemnification
contained herein shall survive the grant of the Option and the issuance of the
Option Shares by PRCC.
7. LEGEND OF CERTIFICATES. All Option Shares issued pursuant to
this Agreement shall be subject to the provisions of this Agreement and the
certificates representing such Option Shares shall bear the following legend or
language substantially equivalent thereto:
2
<PAGE> 3
"THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED
OR QUALIFIED UNDER FEDERAL OR STATE SECURITIES LAWS. THE SHARES MAY
NOT BE OFFERED FOR SALE, SOLD, PLEDGED OR OTHERWISE TRANSFERRED UNLESS
SO REGISTERED OR QUALIFIED OR UNLESS AN EXEMPTION EXISTS, THE
AVAILABILITY OF WHICH IS TO BE ESTABLISHED TO THE SATISFACTION OF THE
COMPANY."
8. Transferability of Option. The Option shall not be
transferable except by the laws of descent and distribution and any attempt to
do so shall void the Option.
9. ADJUSTMENT. The Option Price and the number and kind of
Option Shares shall be subject to corresponding adjustment in the event of any
change in the Common stock by reason of any reclassification, recapitalization,
split-up, combination, exchange of shares, readjustment or stock dividend, in
like manner as if such Option Shares had been issued and outstanding, fully
paid and non-assessable at the time of such occurrence.
10. PRIVILEGE OF OWNERSHIP. Optionee shall not have any of the
rights of a shareholder with respect to the shares covered by the Option except
to the extent that one or more certificates for such Option Shares shall be
delivered to him upon one (1) or more exercises of the Option.
11. NOTICES. Any notices required or permitted to be given under
this Agreement shall be in writing and they shall be deemed to have been given
upon personal delivery or two (2) business days after mailing the notice by
postage, registered or certified mail. Such notice shall be addressed to the
party to be notified as shown below:
PRCC: POLLUTION RESEARCH AND CONTROL CORP.
506 Paula Avenue
Glendale, CA 91201
Attn: President
OPTIONEE: Keith Gosselin
Any party may change its address for purposes of this Section by
giving the other party written notice of the new address in the manner set
forth above.
12. GENERAL PROVISIONS. This Agreement:
(a) Contains the entire agreement between PRCC and
Optionee regarding options of PRCC to Optionee and supersedes all prior
communications, oral or written;
(b) Shall not be construed to give Optionee any rights as
to PRCC or the Common Stock, except as specifically provided herein;
(c) May not be amended nor may any rights hereunder be
waived except by an instrument in writing signed by the party sought to be
charged with such amendment or waiver;
(d) Shall be construed in accordance with, and governed
by, the laws of the State of California; and
(e) Shall be binding upon and shall inure to the benefit
of PRCC and
3
<PAGE> 4
Optionee, and their respective successors and assigns, except that Optionee
shall not have the right to assign or otherwise transfer his rights
hereunder to any person.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the
day and year first above written.
PRCC:
POLLUTION RESEARCH AND CONTROL
CORP., a California corporation
By: /s/ Albert E. Gosselin, Jr.
-------------------------------
Albert E. Gosselin, Jr.,
President and Chief Executive
Officer
OPTIONEE:
/s/ Keith Gosselin
-----------------------------------
4
<PAGE> 5
EXHIBIT A
To Pollution Research and Control Corp.
NOTICE AND AGREEMENT OF EXERCISE OF OPTION
I hereby exercise the Option granted to me by POLLUTION RESEARCH AND
CONTROL CORP., a California corporation ("PRCC"), dated as of ________________
__________________________as to ____________________________________ shares of
PRCC's no par value Common Stock.
Enclosed are the documents and payment specified in Paragraph 4 of my
Agreement regarding the Option.
- -------------------------------- --------------------------------
(Print Your Name) Signature
5
<PAGE> 1
EXHIBIT 4.47
OPTION AGREEMENT
This Option Agreement (the "Agreement") is made and entered into
effective as of June 29, 1995, by and between Pollution Research and Control
Corp., a California corporation ("PRCC"), and Mike Chu ("Optionee").
WHEREAS, Optionee has been providing valuable services as recognized
by the Company's Board of Directors to PRCC and PRCC is desirous of having
Optionee continue to provide such services to it; and
WHEREAS, PRCC is willing to grant Optionee an option to purchase up to
an aggregate of 10,000 shares of the no par value common stock of PRCC (the
"Common Stock") under the terms and conditions set forth below.
NOW, THEREFORE, the parties agree as follows:
1. GRANT OF OPTION. PRCC hereby grants to Optionee, as a matter
of separate agreement and not in lieu of other compensation for services, the
right and option (the "Option") to purchase on the terms and conditions set
forth in this Agreement all or any part of up to an aggregate of 10,000 shares
of Common Stock (the "Option Shares").
2. OPTION PRICE. At any time when shares of Common Stock are to
be purchased pursuant to the Option, the purchase price for each Option Share
shall be $.63 (the "Option Price"), and for purposes of record, the bid market
price on this date is $.63.
3. OPTION PERIOD. The option period shall commence on the date
of this Agreement (the "Date of Grant") and shall terminate five (5) years from
the Date of Grant.
4. EXERCISE OF OPTION. The Option may be exercised in
whole or in part at any time by delivering to the Chief Financial Officer of
PRCC (a) a Notice and Agreement of Exercise of Option, substantially in the
form attached hereto as Exhibit "A," specifying the number of Option Shares
with respect to which the Option is exercised, and (b) full payment of the
Option Price for such Option Shares.
5. SECURITIES LAWS REQUIREMENTS. The Option Shares have not
been registered under the Securities Act of 1933, as amended (the "Act"), and
no Option Shares may be sold, offered for sale, transferred, pledged,
hypothecated or otherwise disposed of except in compliance with the Act and
any other applicable federal and state securities laws. Additionally, the
Option and the Option Shares have not been qualified under the California
Securities Law of 1968, as amended (the "California Law"). PRCC has no
obligation to register the Option Shares under the Act or qualify the Option
Shares under the California Law. Optionee acknowledges that he is aware that
Rule 144 of the General Rules and Regulations under the Act ("Rule 144")
affords a limited exemption from registration for the public resale of
registered securities and under the terms of Rule 144 as currently in effect,
the Option Shares received by Optionee may be sold to the public without
registration only after a period of two (2) years has elapsed from the
exercise date of the Option and then only in compliance with all other
requirements of Rule 144 and the Act. Optionee hereby acknowledges,
represents, warrants and agrees as follows:
(a) That the Option and the Option Shares are not
registered under the Act or qualified under the California Law, and the Option
Shares shall be acquired solely for the account of Optionee for investment
purposes only and with no view to their resale or other
<PAGE> 2
distribution of any kind;
(b) Neither the Option nor any Option Share shall be sold
or otherwise distributed in violation of the Act, the California Law or any
other applicable federal or state securities law;
(c) His overall commitment to investments that are not
readily marketable is not disproportionate to his net worth, and his investment
in PRCC will not cause such overall commitment to become excessive;
(d) He has the financial ability to bear the economic
risk of his investment, has adequate means of providing for his current needs
and personal contingencies, and has no need for liquidity in his investment in
PRCC;
(e) He either: (i) has a preexisting personal or
business relationship with PRCC or its officers, directors or controlling
persons, or (ii) has evaluated the business of PRCC and the high risks of
investing in PRCC, the competitive nature of the business in which PRCC is
engaged, and has the business or financial experience or has business or
financial advisors who are unaffiliated with, and not compensated by, PRCC and
are able to protect his interests in connection with the transaction;
(f) He has been given the opportunity to review all
books, records and documents of PRCC and to ask questions and receive answers
from PRCC concerning PRCC's business, to obtain additional information
necessary to verify the accuracy of the information he has desired in order to
evaluate his investment, and to consult with such attorneys, accountants and
other advisors as he has desired;
(g) His residence set forth below is his true and correct
residence, and he has no present intention of becoming a resident or
domiciliary of any other state or jurisdiction;
(h) In making the decision to accept the Option and/or
purchase the Option Shares, he has relied solely upon independent
investigations made by or on behalf of him;
(i) No federal or state agency has made any finding or
determination as to the fairness of an investment in PRCC; and
(j) He understands that all the representations and
warranties made by him herein, and all information furnished by him to
PRCC, is true, correct and complete in all respects.
6. Optionee hereby acknowledges that he understands the meaning
and legal consequences of the representations, warranties and covenants
contained herein and that PRCC has relied on the representations made by
Optionee in paragraph 5 hereof in granting this Option, and Optionee agrees to
indemnify and hold harmless PRCC and its officers, directors, controlling
persons, attorneys, agents and employees from and against any and all loss,
damage or liability, together with all costs and expenses (including attorneys'
fees and disbursements) which any of them may incur by reason of any breach
in any representation, warranty, covenant or agreement contained herein. All
representations, warranties, covenants and agreements, and the indemnification
contained herein shall survive the grant of the Option and the issuance of the
Option Shares by PRCC.
7. LEGEND OF CERTIFICATES. All Option Shares issued pursuant to
this Agreement shall be subject to the provisions of this Agreement and the
certificates representing such Option Shares shall bear the following legend or
language substantially equivalent thereto:
2
<PAGE> 3
"THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED
OR QUALIFIED UNDER FEDERAL OR STATE SECURITIES LAWS. THE SHARES MAY
NOT BE OFFERED FOR SALE, SOLD, PLEDGED OR OTHERWISE TRANSFERRED UNLESS
SO REGISTERED OR QUALIFIED OR UNLESS AN EXEMPTION EXISTS, THE
AVAILABILITY OF WHICH IS TO BE ESTABLISHED TO THE SATISFACTION OF THE
COMPANY."
8. Transferability of Option. The Option shall not be
transferable except by the laws of descent and distribution and any attempt to
do so shall void the Option.
9. ADJUSTMENT. The Option Price and the number and kind of
Option Shares shall be subject to corresponding adjustment in the event of any
change in the Common stock by reason of any reclassification, recapitalization,
split-up, combination, exchange of shares, readjustment or stock dividend, in
like manner as if such Option Shares had been issued and outstanding, fully
paid and non-assessable at the time of such occurrence.
10. PRIVILEGE OF OWNERSHIP. Optionee shall not have any of the
rights of a shareholder with respect to the shares covered by the Option except
to the extent that one or more certificates for such Option Shares shall be
delivered to him upon one (1) or more exercises of the Option.
11. NOTICES. Any notices required or permitted to be given under
this Agreement shall be in writing and they shall be deemed to have been given
upon personal delivery or two (2) business days after mailing the notice by
postage, registered or certified mail. Such notice shall be addressed to the
party to be notified as shown below:
PRCC: POLLUTION RESEARCH AND CONTROL CORP.
506 Paula Avenue
Glendale, CA 91201
Attn: President
OPTIONEE: Mike Chu
Any party may change its address for purposes of this Section
by giving the other party written notice of the new address in the manner set
forth above.
12. GENERAL PROVISIONS. This Agreement:
(a) Contains the entire agreement between PRCC and
Optionee regarding options of PRCC to Optionee and supersedes all prior
communications, oral or written;
(b) Shall not be construed to give Optionee any rights as
to PRCC or the Common Stock, except as specifically provided herein;
(c) May not be amended nor may any rights hereunder be
waived except by an instrument in writing signed by the party sought to be
charged with such amendment or waiver;
(d) Shall be construed in accordance with, and governed
by, the laws of the State of California; and
3
<PAGE> 4
(e) Shall be binding upon and shall inure to the benefit
of PRCC and Optionee, and their respective successors and assigns, except that
Optionee shall not have the right to assign or otherwise transfer his rights
hereunder to any person.
IN WITNESS WHEREOF, the parties have executed this Agreement
as of the day and year first above written.
PRCC:
POLLUTION RESEARCH AND CONTROL
CORP., a California corporation
By: /s/ Albert E. Gosselin, Jr.
-------------------------------
Albert E. Gosselin, Jr.,
President and Chief Executive
Officer
OPTIONEE:
/s/ Mike Chu
-----------------------------------
4
<PAGE> 5
EXHIBIT A
To Pollution Research and Control Corp.
NOTICE AND AGREEMENT OF EXERCISE OF OPTION
I hereby exercise the Option granted to me by POLLUTION RESEARCH AND
CONTROL CORP., a California corporation ("PRCC"), dated as of ________________
__________________________as to ____________________________________ shares of
PRCC's no par value Common Stock.
Enclosed are the documents and payment specified in Paragraph 4 of my
Agreement regarding the Option.
- ----------------------------------- ----------------------------------
(Print Your Name) Signature
5
<PAGE> 1
EXHIBIT 4.48
OPTION AGREEMENT
This Option Agreement (the "Agreement") is made and entered into
effective as of June 29, 1995, by and between Pollution Research and Control
Corp., a California corporation ("PRCC"), and Kim Chiu ("Optionee").
WHEREAS, Optionee has been providing valuable services as recognized
by the Company's Board of Directors to PRCC and PRCC is desirous of having
Optionee continue to provide such services to it; and
WHEREAS, PRCC is willing to grant Optionee an option to purchase up to
an aggregate of 10,000 shares of the no par value common stock of PRCC (the
"Common Stock") under the terms and conditions set forth below.
NOW, THEREFORE, the parties agree as follows:
1. GRANT OF OPTION. PRCC hereby grants to Optionee, as a matter
of separate agreement and not in lieu of other compensation for services, the
right and option (the "Option") to purchase on the terms and conditions set
forth in this Agreement all or any part of up to an aggregate of 10,000 shares
of Common Stock (the "Option Shares").
2. OPTION PRICE. At any time when shares of Common Stock are to
be purchased pursuant to the Option, the purchase price for each Option Share
shall be $.63 (the "Option Price"), and for purposes of record, the bid market
price on this date is $.63.
3. OPTION PERIOD. The option period shall commence on the date
of this Agreement (the "Date of Grant") and shall terminate five (5) years from
the Date of Grant.
4. EXERCISE OF OPTION. The Option may be exercised in
whole or in part at any time by delivering to the Chief Financial Officer of
PRCC (a) a Notice and Agreement of Exercise of Option, substantially in the
form attached hereto as Exhibit "A," specifying the number of Option Shares
with respect to which the Option is exercised, and (b) full payment of the
Option Price for such Option Shares.
5. SECURITIES LAWS REQUIREMENTS. The Option Shares have not
been registered under the Securities Act of 1933, as amended (the "Act"), and
no Option Shares may be sold, offered for sale, transferred, pledged,
hypothecated or otherwise disposed of except in compliance with the Act and any
other applicable federal and state securities laws. Additionally, the Option
and the Option Shares have not been qualified under the California Securities
Law of 1968, as amended (the "California Law"). PRCC has no obligation to
register the Option Shares under the Act or qualify the Option Shares under the
California Law. Optionee acknowledges that she is aware that Rule 144 of the
General Rules and Regulations under the Act ("Rule 144") affords a limited
exemption from registration for the public resale of registered securities and
under the terms of Rule 144 as currently in effect, the Option Shares received
by Optionee may be sold to the public without registration only after a period
of two (2) years has elapsed from the exercise date of the Option and then only
in compliance with all other requirements of Rule 144 and the Act. Optionee
hereby acknowledges, represents, warrants and agrees as follows:
(a) That the Option and the Option Shares are not
registered under the Act or qualified under the California Law, and the Option
Shares shall be acquired solely for the account of Optionee for investment
purposes only and with no view to their resale or other
<PAGE> 2
distribution of any kind;
(b) Neither the Option nor any Option Share shall be sold
or otherwise distributed in violation of the Act, the California Law or any
other applicable federal or state securities law;
(c) Her overall commitment to investments that are not
readily marketable is not disproportionate to her net worth, and her investment
in PRCC will not cause such overall commitment to become excessive;
(d) She has the financial ability to bear the economic
risk of her investment, has adequate means of providing for her current needs
and personal contingencies, and has no need for liquidity in her investment in
PRCC;
(e) She either: (i) has a preexisting personal or
business relationship with PRCC or its officers, directors or controlling
persons, or (ii) has evaluated the business of PRCC and the high risks of
investing in PRCC, the competitive nature of the business in which PRCC is
engaged, and has the business or financial experience or has business or
financial advisors who are unaffiliated with, and not compensated by, PRCC and
are able to protect her interests in connection with the transaction;
(f) She has been given the opportunity to review all
books, records and documents of PRCC and to ask questions and receive answers
from PRCC concerning PRCC's business, to obtain additional information
necessary to verify the accuracy of the information she has desired in order to
evaluate her investment, and to consult with such attorneys, accountants and
other advisors as she has desired;
(g) Her residence set forth below is her true and correct
residence, and she has no present intention of becoming a resident or
domiciliary of any other state or jurisdiction;
(h) In making the decision to accept the Option and/or
purchase the Option Shares, she has relied solely upon independent
investigations made by or on behalf of her;
(i) No federal or state agency has made any finding or
determination as to the fairness of an investment in PRCC; and
(j) She understands that all the representations and
warranties made by her herein, and all information furnished by her to PRCC,
is true, correct and complete in all respects.
6. Optionee hereby acknowledges that she understands the meaning
and legal consequences of the representations, warranties and covenants
contained herein and that PRCC has relied on the representations made by
Optionee in paragraph 5 hereof in granting this Option, and Optionee agrees to
indemnify and hold harmless PRCC and its officers, directors, controlling
persons, attorneys, agents and employees from and against any and all loss,
damage or liability, together with all costs and expenses (including attorneys'
fees and disbursements) which any of them may incur by reason of any breach
in any representation, warranty, covenant or agreement contained herein. All
representations, warranties, covenants and agreements, and the indemnification
contained herein shall survive the grant of the Option and the issuance of the
Option Shares by PRCC.
7. LEGEND OF CERTIFICATES. All Option Shares issued pursuant to
this Agreement shall be subject to the provisions of this Agreement and the
certificates representing such Option Shares shall bear the following legend or
language substantially equivalent thereto:
2
<PAGE> 3
"THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN
REGISTERED OR QUALIFIED UNDER FEDERAL OR STATE SECURITIES
LAWS. THE SHARES MAY NOT BE OFFERED FOR SALE, SOLD, PLEDGED
OR OTHERWISE TRANSFERRED UNLESS SO REGISTERED OR QUALIFIED OR
UNLESS AN EXEMPTION EXISTS, THE AVAILABILITY OF WHICH IS TO BE
ESTABLISHED TO THE SATISFACTION OF THE COMPANY."
8. Transferability of Option. The Option shall not be
transferable except by the laws of descent and distribution and any attempt to
do so shall void the Option.
9. ADJUSTMENT. The Option Price and the number and kind of
Option Shares shall be subject to corresponding adjustment in the event of any
change in the Common stock by reason of any reclassification, recapitalization,
split-up, combination, exchange of shares, readjustment or stock dividend, in
like manner as if such Option Shares had been issued and outstanding, fully
paid and non-assessable at the time of such occurrence.
10. PRIVILEGE OF OWNERSHIP. Optionee shall not have any of the
rights of a shareholder with respect to the shares covered by the Option except
to the extent that one or more certificates for such Option Shares shall be
delivered to her upon one (1) or more exercises of the Option.
11. NOTICES. Any notices required or permitted to be given under
this Agreement shall be in writing and they shall be deemed to have been given
upon personal delivery or two (2) business days after mailing the notice by
postage, registered or certified mail. Such notice shall be addressed to the
party to be notified as shown below:
PRCC: POLLUTION RESEARCH AND CONTROL CORP.
506 Paula Avenue
Glendale, CA 91201
Attn: President
OPTIONEE: Kim Chiu
Any party may change its address for purposes of this Section by
giving the other party written notice of the new address in the manner set
forth above.
12. GENERAL PROVISIONS. This Agreement:
(a) Contains the entire agreement between PRCC and
Optionee regarding options of PRCC to Optionee and supersedes all prior
communications, oral or written;
(b) Shall not be construed to give Optionee any rights as
to PRCC or the Common Stock, except as specifically provided herein;
(c) May not be amended nor may any rights hereunder be
waived except by an instrument in writing signed by the party sought to be
charged with such amendment or waiver;
(d) Shall be construed in accordance with, and governed
by, the laws of the State of California; and
3
<PAGE> 4
(e) Shall be binding upon and shall inure to the benefit
of PRCC and Optionee, and their respective successors and assigns, except that
Optionee shall not have the right to assign or otherwise transfer his rights
hereunder to any person.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the
day and year first above written.
PRCC:
POLLUTION RESEARCH AND CONTROL
CORP., a California corporation
By: /s/ Albert E. Gosselin, Jr.
-------------------------------
Albert E. Gosselin, Jr.,
President and Chief Executive
Officer
OPTIONEE:
/s/ Kim Chiu
-----------------------------------
4
<PAGE> 5
EXHIBIT A
To Pollution Research and Control Corp.
NOTICE AND AGREEMENT OF EXERCISE OF OPTION
I hereby exercise the Option granted to me by POLLUTION RESEARCH AND
CONTROL CORP., a California corporation ("PRCC"), dated as of ________________
__________________________as to ____________________________________ shares of
PRCC's no par value Common Stock.
Enclosed are the documents and payment specified in Paragraph 4 of my
Agreement regarding the Option.
- -------------------------------- --------------------------------
(Print Your Name) Signature
5
<PAGE> 1
EXHIBIT 4.49
OPTION AGREEMENT
This Option Agreement (the "Agreement") is made and entered into
effective as of June 29, 1995, by and between Pollution Research and Control
Corp., a California corporation ("PRCC"), and Tolly Smith ("Optionee").
WHEREAS, Optionee has been providing valuable services as recognized
by the Company's Board of Directors to PRCC and PRCC is desirous of having
Optionee continue to provide such services to it; and
WHEREAS, PRCC is willing to grant Optionee an option to purchase up to
an aggregate of 5,000 shares of the no par value common stock of PRCC (the
"Common Stock") under the terms and conditions set forth below.
NOW, THEREFORE, the parties agree as follows:
1. GRANT OF OPTION. PRCC hereby grants to Optionee, as a matter
of separate agreement and not in lieu of other compensation for services, the
right and option (the "Option") to purchase on the terms and conditions set
forth in this Agreement all or any part of up to an aggregate of 5,000 shares
of Common Stock (the "Option Shares").
2. OPTION PRICE. At any time when shares of Common Stock are to
be purchased pursuant to the Option, the purchase price for each Option Share
shall be $.63 (the "Option Price"), and for purposes of record, the bid market
price on this date is $.63.
3. OPTION PERIOD. The option period shall commence on the date
of this Agreement (the "Date of Grant") and shall terminate five (5) years from
the Date of Grant.
4. EXERCISE OF OPTION. The Option may be exercised in
whole or in part at any time by delivering to the Chief Financial Officer of
PRCC (a) a Notice and Agreement of Exercise of Option, substantially in the
form attached hereto as Exhibit "A," specifying the number of Option Shares
with respect to which the Option is exercised, and (b) full payment of the
Option Price for such Option Shares.
5. SECURITIES LAWS REQUIREMENTS. The Option Shares have not
been registered under the Securities Act of 1933, as amended (the "Act"), and
no Option Shares may be sold, offered for sale, transferred, pledged,
hypothecated or otherwise disposed of except in compliance with the Act and
any other applicable federal and state securities laws. Additionally, the
Option and the Option Shares have not been qualified under the California
Securities Law of 1968, as amended (the "California Law"). PRCC has no
obligation to register the Option shares under the Act or qualify the Option
Shares under the California Law. Optionee acknowledges that he is aware that
Rule 144 of the General Rules and Regulations under the Act ("Rule 144")
affords a limited exemption from registration for the public resale of
registered securities and under the terms of Rule 144 as currently in effect,
the Option Shares received by Optionee may be sold to the public without
registration only after a period of two (2) years has elapsed from the
exercise date of the Option and then only in compliance with all other
requirements of Rule 144 and the Act. Optionee hereby acknowledges,
represents, warrants and agrees as follows:
[/R]
(a) That the Option and the Option Shares are not
registered under the Act or qualified under the California Law, and the Option
Shares shall be acquired solely for the account of Optionee for investment
purposes only and with no view to their resale or other
<PAGE> 2
distribution of any kind;
(b) Neither the Option nor any Option Share shall be sold
or otherwise distributed in violation of the Act, the California Law or any
other applicable federal or state securities law;
(c) His overall commitment to investments that are not
readily marketable is not disproportionate to his net worth, and his investment
in PRCC will not cause such overall commitment to become excessive;
(d) He has the financial ability to bear the economic
risk of his investment, has adequate means of providing for his current needs
and personal contingencies, and has no need for liquidity in his investment in
PRCC;
(e) He either: (i) has a preexisting personal or
business relationship with PRCC or its officers, directors or controlling
persons, or (ii) has evaluated the business of PRCC and the high risks of
investing in PRCC, the competitive nature of the business in which PRCC is
engaged, and has the business or financial experience or has business or
financial advisors who are unaffiliated with, and not compensated by, PRCC and
are able to protect his interests in connection with the transaction;
(f) He has been given the opportunity to review all
books, records and documents of PRCC and to ask questions and receive answers
from PRCC concerning PRCC's business, to obtain additional information
necessary to verify the accuracy of the information he has desired in order to
evaluate his investment, and to consult with such attorneys, accountants and
other advisors as he has desired;
(g) His residence set forth below is his true and correct
residence, and he has no present intention of becoming a resident or
domiciliary of any other state or jurisdiction;
(h) In making the decision to accept the Option and/or
purchase the Option Shares, he has relied solely upon independent
investigations made by or on behalf of him;
(i) No federal or state agency has made any finding or
determination as to the fairness of an investment in PRCC; and
(j) He understands that all the representations and
warranties made by him herein, and all information furnished by him to PRCC,
is true, correct and complete in all respects.
6. Optionee hereby acknowledges that he understands the meaning
and legal consequences of the representations, warranties and covenants
contained herein and that PRCC has relied on the representations made by
Optionee in paragraph 5 hereof in granting this Option, and Optionee agrees to
indemnify and hold harmless PRCC and its officers, directors, controlling
persons, attorneys, agents and employees from and against any and all loss,
damage or liability, together with all costs and expenses (including attorneys'
fees and disbursements) which any of them may incur by reason of any breach
in any representation, warranty, covenant or agreement contained herein. All
representations, warranties, covenants and agreements, and the indemnification
contained herein shall survive the grant of the Option and the issuance of the
Option Shares by PRCC.
7. LEGEND OF CERTIFICATES. All Option Shares issued pursuant to
this Agreement shall be subject to the provisions of this Agreement and the
certificates representing such Option Shares shall bear the following legend or
language substantially equivalent thereto:
2
<PAGE> 3
"THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED
OR QUALIFIED UNDER FEDERAL OR STATE SECURITIES LAWS. THE SHARES MAY
NOT BE OFFERED FOR SALE, SOLD, PLEDGED OR OTHERWISE TRANSFERRED UNLESS
SO REGISTERED OR QUALIFIED OR UNLESS AN EXEMPTION EXISTS, THE
AVAILABILITY OF WHICH IS TO BE ESTABLISHED TO THE SATISFACTION OF THE
COMPANY."
8. Transferability of Option. The Option shall not be
transferable except by the laws of descent and distribution and any attempt to
do so shall void the Option.
9. ADJUSTMENT. The Option Price and the number and kind of
Option Shares shall be subject to corresponding adjustment in the event of any
change in the Common stock by reason of any reclassification, recapitalization,
split-up, combination, exchange of shares, readjustment or stock dividend, in
like manner as if such Option Shares had been issued and outstanding, fully
paid and non-assessable at the time of such occurrence.
10. PRIVILEGE OF OWNERSHIP. Optionee shall not have any of the
rights of a shareholder with respect to the shares covered by the Option except
to the extent that one or more certificates for such Option Shares shall be
delivered to him upon one (1) or more exercises of the Option.
11. NOTICES. Any notices required or permitted to be given under
this Agreement shall be in writing and they shall be deemed to have been given
upon personal delivery or two (2) business days after mailing the notice by
postage, registered or certified mail. Such notice shall be addressed to the
party to be notified as shown below:
PRCC: POLLUTION RESEARCH AND CONTROL CORP.
506 Paula Avenue
Glendale, CA 91201
Attn: President
OPTIONEE: Tolly Smith
Any party may change its address for purposes of this Section by
giving the other party written notice of the new address in the manner set
forth above.
12. GENERAL PROVISIONS. This Agreement:
(a) Contains the entire agreement between PRCC and
Optionee regarding options of PRCC to Optionee and supersedes all prior
communications, oral or written;
(b) Shall not be construed to give Optionee any rights as
to PRCC or the Common Stock, except as specifically provided herein;
(c) May not be amended nor may any rights hereunder be
waived except by an instrument in writing signed by the party sought to be
charged with such amendment or waiver;
(d) Shall be construed in accordance with, and governed
by, the laws of the State of California; and
3
<PAGE> 4
(e) Shall be binding upon and shall inure to the benefit
of PRCC and Optionee, and their respective successors and assigns, except that
Optionee shall not have the right to assign or otherwise transfer his rights
hereunder to any person.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the
day and year first above written.
PRCC:
POLLUTION RESEARCH AND CONTROL
CORP., a California corporation
By: /s/ Albert E. Gosselin, Jr.
-------------------------------
Albert E. Gosselin, Jr.,
President and Chief Executive
Officer
OPTIONEE:
/s/ Tolly Smith
----------------------------------
4
<PAGE> 5
EXHIBIT A
To Pollution Research and Control Corp.
NOTICE AND AGREEMENT OF EXERCISE OF OPTION
I hereby exercise the Option granted to me by POLLUTION RESEARCH AND
CONTROL CORP., a California corporation ("PRCC"), dated as of ________________
__________________________as to ____________________________________ shares of
PRCC's no par value Common Stock.
Enclosed are the documents and payment specified in Paragraph 4 of my
Agreement regarding the Option.
- -------------------------------- --------------------------------
(Print Your Name) Signature
5
<PAGE> 1
EXHIBIT 4.50
OPTION AGREEMENT
This Option Agreement (the "Agreement") is made and entered into
effective as of July 1, 1995, by and between Pollution Research and Control
Corp., a California corporation ("PRCC"), and Randy Foy ("Optionee").
WHEREAS, Optionee has been providing valuable services as recognized
by the Company's Board of Directors to PRCC and PRCC is desirous of having
Optionee continue to provide such services to it; and
WHEREAS, PRCC is willing to grant Optionee an option to purchase up to
an aggregate of 25,000 shares of the no par value common stock of PRCC (the
"Common Stock") under the terms and conditions set forth below.
NOW, THEREFORE, the parties agree as follows:
1. GRANT OF OPTION. PRCC hereby grants to Optionee, as a matter
of separate agreement and not in lieu of other compensation for services, the
right and option (the "Option") to purchase on the terms and conditions set
forth in this Agreement all or any part of up to an aggregate of 25,000
shares of Common Stock (the "Option Shares").
2. OPTION PRICE. At any time when shares of Common Stock are to
be purchased pursuant to the Option, the purchase price for each Option Share
shall be $1.38 (the "Option Price"), and for purposes of record, the bid
market price on this date was $1.25.
3. OPTION PERIOD. The option period shall commence on the date
of this Agreement (the "Date of Grant") and shall terminate three (3) years
from the Date of Grant.
4. EXERCISE OF OPTION. The Option may be exercised in
whole or in part at any time by delivering to the Chief Financial Officer of
PRCC (a) a Notice and Agreement of Exercise of Option, substantially in the
form attached hereto as Exhibit "A," specifying the number of Option Shares
with respect to which the Option is exercised, and (b) full payment of the
Option Price for such Option Shares.
5. SECURITIES LAWS REQUIREMENTS. The Option Shares have not
been registered under the Securities Act of 1933, as amended (the "Act"), and
no Option Shares may be sold, offered for sale, transferred, pledged,
hypothecated or otherwise disposed of except in compliance with the Act and any
other applicable federal and state securities laws. Additionally, the Option
and the Option Shares have not been qualified under the California Securities
Law of 1968, as amended (the "California Law"). PRCC has no obligation to
register the Option Shares under the Act or qualify the Option Shares under the
California Law. Optionee acknowledges that he is aware that Rule 144 of the
General Rules and Regulations under the Act ("Rule 144") affords a limited
exemption from registration for the public resale of registered securities and
under the terms of Rule 144 as currently in effect, the Option Shares received
by Optionee may be sold to the public without registration only after a period
of two (2) years has elapsed from the exercise date of the Option and then only
in compliance with all other requirements of Rule 144 and the Act. Optionee
hereby acknowledges, represents, warrants and agrees as follows:
(a) That the Option and the Option Shares are not
registered under the Act or qualified under the California Law, and the Option
Shares shall be acquired solely for the account of Optionee for investment
purposes only and with no view to their resale or other
<PAGE> 2
distribution of any kind;
(b) Neither the Option nor any Option Share shall be sold
or otherwise distributed in violation of the Act, the California Law or any
other applicable federal or state securities law;
(c) His overall commitment to investments that are not
readily marketable is not disproportionate to his net worth, and his investment
in PRCC will not cause such overall commitment to become excessive;
(d) He has the financial ability to bear the economic
risk of his investment, has adequate means of providing for his current needs
and personal contingencies, and has no need for liquidity in his investment in
PRCC;
(e) He either: (i) has a preexisting personal or
business relationship with PRCC or its officers, directors or controlling
persons, or (ii) has evaluated the business of PRCC and the high risks of
investing in PRCC, the competitive nature of the business in which PRCC is
engaged, and has the business or financial experience or has business or
financial advisors who are unaffiliated with, and not compensated by, PRCC and
are able to protect his interests in connection with the transaction;
(f) He has been given the opportunity to review all
books, records and documents of PRCC and to ask questions and receive answers
from PRCC concerning PRCC's business, to obtain additional information
necessary to verify the accuracy of the information he has desired in order to
evaluate his investment, and to consult with such attorneys, accountants and
other advisors as he has desired;
(g) His residence set forth below is his true and correct
residence, and he has no present intention of becoming a resident or
domiciliary of any other state or jurisdiction;
(h) In making the decision to accept the Option and/or
purchase the Option Shares, he has relied solely upon independent
investigations made by or on behalf of him;
(i) No federal or state agency has made any finding or
determination as to the fairness of an investment in PRCC; and
(j) He understands that all the representations and
warranties made by him herein, and all information furnished by him to PRCC,
is true, correct and complete in all respects.
6. Optionee hereby acknowledges that he understands the meaning
and legal consequences of the representations, warranties and covenants
contained herein and that PRCC has relied on the representations made by
Optionee in paragraph 5 hereof in granting this Option, and Optionee agrees to
indemnify and hold harmless PRCC and its officers, directors, controlling
persons, attorneys, agents and employees from and against any and all loss,
damage or liability, together with all costs and expenses (including attorneys'
fees and disbursements) which any of them may incur by reason of any breach
in any representation, warranty, covenant or agreement contained herein. All
representations, warranties, covenants and agreements, and the indemnification
contained herein shall survive the grant of the Option and the issuance of the
Option Shares by PRCC.
7. LEGEND OF CERTIFICATES. All Option Shares issued pursuant to
this Agreement shall be subject to the provisions of this Agreement and the
certificates representing such Option Shares shall bear the following legend or
language substantially equivalent thereto:
2
<PAGE> 3
"THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED
OR QUALIFIED UNDER FEDERAL OR STATE SECURITIES LAWS. THE SHARES MAY
NOT BE OFFERED FOR SALE, SOLD, PLEDGED OR OTHERWISE TRANSFERRED UNLESS
SO REGISTERED OR QUALIFIED OR UNLESS AN EXEMPTION EXISTS, THE
AVAILABILITY OF WHICH IS TO BE ESTABLISHED TO THE SATISFACTION OF THE
COMPANY."
8. Transferability of Option. The Option shall not be
transferable except by the laws of descent and distribution and any attempt to
do so shall void the Option.
9. ADJUSTMENT. The Option Price and the number and kind of
Option Shares shall be subject to corresponding adjustment in the event of any
change in the Common stock by reason of any reclassification, recapitalization,
split-up, combination, exchange of shares, readjustment or stock dividend, in
like manner as if such Option Shares had been issued and outstanding, fully
paid and non-assessable at the time of such occurrence.
10. PRIVILEGE OF OWNERSHIP. Optionee shall not have any of the
rights of a shareholder with respect to the shares covered by the Option except
to the extent that one or more certificates for such Option Shares shall be
delivered to him upon one (1) or more exercises of the Option.
11. NOTICES. Any notices required or permitted to be given under
this Agreement shall be in writing and they shall be deemed to have been given
upon personal delivery or two (2) business days after mailing the notice by
postage, registered or certified mail. Such notice shall be addressed to the
party to be notified as shown below:
PRCC: POLLUTION RESEARCH AND CONTROL CORP.
506 Paula Avenue
Glendale, CA 91201
Attn: President
OPTIONEE: Randy Foy
Any party may change its address for purposes of this Section by
giving the other party written notice of the new address in the manner set
forth above.
12. GENERAL PROVISIONS. This Agreement:
(a) Contains the entire agreement between PRCC and
Optionee regarding options of PRCC to Optionee and supersedes all prior
communications, oral or written;
(b) Shall not be construed to give Optionee any rights as
to PRCC or the Common Stock, except as specifically provided herein;
(c) May not be amended nor may any rights hereunder be
waived except by an instrument in writing signed by the party sought to be
charged with such amendment or waiver;
(d) Shall be construed in accordance with, and governed
by, the laws of the State of California; and
3
<PAGE> 4
(e) Shall be binding upon and shall inure to the benefit
of PRCC and Optionee, and their respective successors and assigns, except that
Optionee shall not have the right to assign or otherwise transfer his rights
hereunder to any person.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the
day and year first above written.
PRCC:
POLLUTION RESEARCH AND CONTROL
CORP., a California corporation
By: /s/ Albert E. Gosselin, Jr.
------------------------------
Albert E. Gosselin, Jr.,
President and Chief Executive
Officer
OPTIONEE:
/s/ Randy Foy
----------------------------------
4
<PAGE> 5
EXHIBIT A
To Pollution Research and Control Corp.
NOTICE AND AGREEMENT OF EXERCISE OF OPTION
I hereby exercise the Option granted to me by POLLUTION RESEARCH AND
CONTROL CORP., a California corporation ("PRCC"), dated as of ________________
__________________________as to ____________________________________ shares of
PRCC's no par value Common Stock.
Enclosed are the documents and payment specified in Paragraph 4 of my
Agreement regarding the Option.
- -------------------------------- --------------------------------
(Print Your Name) Signature
5
<PAGE> 1
EXHIBIT 4.51
POLLUTION RESEARCH AND CONTROL CORP.
STOCK OPTION AGREEMENT
THIS STOCK OPTION AGREEMENT (the "Agreement") is made and entered into
effective as of the 18th day of July, 1995, by and between Pollution Research
and Control Corp., a California corporation (the "Company"), 506 Paula Avenue,
Glendale, California 91201, and J. Paul Consulting Corp., a consultant to the
Company (the "Consultant"), 8400 East Prentice Avenue, Penthouse, Greenwood
Village, Colorado 80111.
The Company desires to provide the Consultant an opportunity to purchase
shares of its common stock, no par value (the "Common Stock"), as hereinafter
provided, in order to carry out the purpose of that certain Consulting
Agreement (the "Consulting Agreement") dated July 18, 1995, between the Company
and the Consultant.
NOW, THEREFORE, in consideration of the mutual covenants and
agreements set forth herein and valuable services performed for the Company, the
receipt and sufficiency of which is hereby acknowledged, the parties hereto
agree as follows:
This Option and the Common Stock issuable upon exercise hereof are
subject to the terms and conditions hereinafter set forth:
1. DEFINITIONS. As used in this Agreement, the following terms
shall mean:
(a) "Board" - the Board of Directors of the Company.
(b) "Common Stock" - the Common Stock, no par value, of
the Company.
(c) "Company" - Pollution Research and Control Corp., a
California corporation, 506 Paula Avenue, Glendale, California 91201.
(d) "Effective Date" - July 18, 1995.
(e) "Consultant" - J. Paul Consulting Corp.
(g) "Exercise Period" - from March 18, 1995, through and
including January 18, 1996.
(h) "Expiration Date" - January 18, 1996.
(i) "Option" - The right to purchase shares of Common
Stock of the Company as provided herein, and any options delivered in
substitution or exchange therefor, as provided herein.
(j) "Purchase Price" - $.70 per share.
(k) "Shares" - 200,000 shares of Common Stock of the
Company.
(l) "Subscription and Acknowledgment Form" - The form
attached to this Agreement as Exhibit "A."
<PAGE> 2
2. GRANT OF OPTION. Subject to the terms and conditions of this
Agreement and the Plan, the Company hereby grants to the Consultant the right
to purchase all or any part of an aggregate of 200,000 shares of Common Stock
of the Company at the Purchase Price set forth in Section 3 hereof and in
accordance with the schedule set forth in Section 5 hereof. This right to
purchase Shares is hereinafter referred to as the "Option." The Consultant
specifically acknowledges and agrees that this Agreement is subject to any
restrictions set forth in the Consulting Agreement.
3. PURCHASE PRICE. The purchase price of the shares of Common
Stock of the Company issuable pursuant to the exercise of this Option shall
be $.70 per Share (the "Purchase Price.")
4. TERM OF OPTION. Notwithstanding anything to the contrary
contained in this Agreement, no option granted hereunder shall be exercisable
after the Expiration Date.
5. EXERCISE.
(a) Time of Exercise. This Option may be exercised
commencing on the Effective Date, in whole or in part (but not as to a
fractional share) at the principal executive offices of the Company, at any
time or from time to time, through and including January 18, 1996; provided,
however, that this Option shall expire and be null and void if not exercised in
the manner herein provided by 5:00 p.m., Pacific Standard Time, on January 18,
1996.
(b) Manner of Exercise. This Option is exercisable at
the Purchase Price, payable in cash or by cashier's check payable to the order
of the Company, subject to adjustment as provided in Section 6 hereof. Upon
surrender of this Option to the Company at its principal executive offices with
the annexed Subscription and Acknowledgment Form duly executed, together with
payment of the Purchase Price for the Shares purchased (and any applicable
transfer taxes) at the Company's principal executive offices, the Consultant
shall be entitled to receive a certificate or certificates for the Shares so
purchased. The Consultant hereby acknowledges and agrees to the taxable nature
of the event of the exercise of the Option and that the Consultant will not
hold the Company responsible for the reporting or payment of such taxes.
(c) Delivery of Stock Certificates. As soon as
practicable, but not exceeding five days after complete or partial exercise of
this Option, the Company, at its expense, shall cause to be issued in the name
of the Consultant (or upon payment by the Consultant of any applicable transfer
taxes, the Consultant's assigns) a certificate or certificates for the number
of fully-paid and nonassessable Shares to which the Consultant shall be
entitled upon such exercise, together with such other stock or securities or
property or combination thereof to which the Consultant shall be entitled upon
such exercise, determined in accordance with Section 6 hereof.
(d) Record Date of Transfer of Shares. Irrespective
of the date of issuance and delivery of certificates for any stock or
securities issuable upon the exercise of this Option, each person (including a
corporation or partnership) in whose name any such certificate is to be issued
shall for all purposes be deemed to have become the owner of record of the
stock or other securities represented thereby immediately prior to the close of
business on the date on which a duly executed Subscription Form containing
notice of exercise of this Option and payment of the Purchase Price is received
by the Company.
6. ADJUSTMENT OF PURCHASE PRICE.
The Purchase Price shall be subject to adjustment as follows:
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(a) In case the Company shall (i) pay a dividend in
shares of its capital stock (other than an issuance of shares of capital
stock to holders of Common Stock who have elected to receive a dividend
in shares in lieu of cash), (ii) subdivide its outstanding shares of Common
Stock, (iii) reduce, consolidate or combine its outstanding shares of Common
Stock into a smaller number of shares or (iv) issue by reclassification of its
shares of Common Stock any shares of the Company, the Purchase Price in effect
immediately prior thereto shall be adjusted to that amount determined by
multiplying the Purchase Price in effect immediately prior to such date by a
fraction, of which the numerator shall be the number of shares of Common Stock
outstanding on such date before giving effect to such division, subdivision,
reduction, combination, consolidation or stock dividend and of which the
denominator shall be the number of shares of Common Stock after giving effect
thereto. Such adjustment shall be made successively whenever any such
effective date or record date shall occur. An adjustment made pursuant to this
subsection (a) shall become effective retroactively to the Effective Date
immediately after the record date in the case of a dividend and shall become
effective immediately after the effective date in the case of a subdivision,
reduction, consolidation, combination or reclassification.
(b) In case the Company shall issue rights or options to
all or substantially all holders of its Common Stock entitling them (for a
period expiring within 45 days after the record date mentioned below) to
subscribe for or purchase shares of Common Stock (or securities convertible
into Common Stock) at a price per share (the "Offering Price") less than the
Purchase Price at the record date mentioned below, the Purchase Price shall be
determined by dividing the Purchase Price in effect immediately prior to such
issuance by a fraction of which the numerator shall be the number of shares of
Common Stock outstanding on the date of issuance of such rights or options plus
the number of additional shares of Common Stock offered for subscription or
purchase, and of which the denominator shall be the number of shares of Common
Stock outstanding on the date of issuance of such rights or options plus the
number of shares which the aggregate Offering Price of the total number of
shares so offered would purchase at such fair market value. Such adjustment
shall be made whenever such rights or options are issued, and shall become
effective retroactively, immediately after the record date for the
determination of shareholders entitled to receive such rights or options.
(c) In case the Company shall distribute to all or
substantially all holders of its Common Stock evidence of its indebtedness,
shares of any class of the Company's stock other than Common Stock or assets
(excluding cash dividends) or rights or options to subscribe for or purchase
shares of Common Stock or securities convertible into Common Stock (excluding
those referred to in subsection (b) above), then in each such case the Purchase
Price shall be determined by dividing the Purchase Price in effect immediately
prior to such issuance by a fraction, of which the numerator shall be the
Purchase Price on the date of such distribution and of which the denominator
shall be such fair market value per share of the Common Stock, less the then
fair market value (as determined by the Committee, whose determination shall be
conclusive, and described in a statement, which will have the applicable
resolutions of the Board of Directors attached thereto, filed with the Company)
of the portion of the assets or evidences of indebtedness or shares so
distributed or of such subscription rights or options applicable to one share
of the Common Stock. Such adjustment shall be made whenever any such
distribution is made and shall become effective retroactively immediately after
the record date for the determination of stockholders entitled to receive such
distribution.
(d) If the Common Stock issuable upon the conversion of
the Option shall be changed into the same or a different number of shares
of any class or classes of stock, whether by capital reorganization,
reclassification or otherwise (other than a subdivision or combination of
shares or stock dividend provided for above, or a reorganization, merger,
consolidation or sale of assets provided for in this Section 6), then, and in
each such event, the Consultant shall have the
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right thereafter to convert such Option into the kind and amount of shares
of Common Stock and other securities and property receivable upon such
reorganization, reclassification or other change by the holders of the number
of shares of Common Stock into which such Option might have been converted, as
reasonably determined by the Committee, immediately prior to such
reorganization, reclassification or change, all subject to further adjustment
as provided herein.
(e) If at any time or from time to time there shall be
a capital reorganization of the Common Stock (other than a subdivision,
combination, reclassification or exchange of shares provided for elsewhere in
this Section 6) or a merger or consolidation of the Company with or into
another corporation, or the sale of all or substantially all of the Company's
properties and assets to any other person (except as provided for in Section
6(f)), then, as a part of such reorganization, merger, consolidation or sale,
provision shall be made as reasonably determined by the Committee so that the
Consultant shall thereafter be entitled to receive upon conversion of such
Option, the number of shares of stock or other securities or property of the
Company or of the successor corporation resulting from such merger or
consolidation or sale, to which a holder of Common Stock deliverable upon
conversion would have been entitled on such capital reorganization, merger,
consolidation or sale.
(f) The adjustments provided for in this Section 6 are
cumulative and shall apply to successive divisions, subdivisions, reductions,
combinations, consolidations, issues, distributions or other events
contemplated herein resulting in any adjustment under the provisions of this
Section; provided that, notwithstanding any other provision of this Section, no
adjustment of the Purchase Price shall be required unless such adjustment would
require an increase or decrease of at least 1% in the Purchase Price then in
effect; provided, however, that any adjustments which by reason of this
subsection (f) are not required to be made shall be carried forward and taken
into account in any subsequent adjustment.
(g) Notwithstanding Sections 6(b) and (c) above, no
adjustment shall be made in the Purchase Price if provision is made for
the Consultant to participate in such distribution as if the Consultant had
converted all of the principal balance of the Option into shares of Common
Stock at the Purchase Price in effect immediately prior to such distribution.
(h) Upon each adjustment of the Purchase Price, the
Company shall give prompt written notice thereof addressed to the
Consultant at the Consultant's address as shown on the records of the Company,
which notice shall state the Purchase Price resulting from such adjustment and
the increase or decrease, if any, in the number of shares issuable upon the
conversion of such Consultant's Option, setting forth in reasonable detail the
method of calculation and the facts upon which such calculation is based.
(i) In the event of any question arising with respect
to the adjustments provided for in Section 6, such question shall be
conclusively determined by an opinion of independent certified public
accountants appointed by the Company (who may be the auditors of the Company)
and acceptable to the Consultant. Such accountants shall have access to all
necessary records of the Company, and such determination shall be binding upon
the Company and the Consultant.
(j) The Company may, in its sole discretion and without any
obligation to do so, reduce the Purchase Price then in effect by giving fifteen
days' written notice to the Consultant. The Company may limit such reduction
as to its temporal duration or may impose other conditions thereto in its sole
discretion.
7. ACCELERATION OF RIGHT TO EXERCISE OPTIONS. Notwithstanding
anything to the contrary contained herein regarding the time for exercise
of this Option, the following provisions shall apply:
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(a) Mergers and Reorganizations. If the Company or its
shareholders enter into an agreement to dispose of all or substantially all of
the assets of the Company by means of a sale, merger or other reorganization or
liquidation, or otherwise in a transaction in which the Company is not the
surviving corporation, this Option shall become immediately exercisable with
respect to the full number of Shares subject to the Option during the period
commencing as of the date of the agreement to dispose of all or substantially
all of the assets or stock of the Company and ending when the disposition of
assets or stock contemplated by the agreement is consummated or this Option is
otherwise terminated in accordance with its provisions, whichever occurs first.
This Option shall not become immediately exercisable, however, if the
transaction contemplated in the agreement is a merger or reorganization in
which the Company will survive.
(b) Change in Control. In the event of a change in
control or threatened change in control of the Company, this Option shall
become immediately exercisable. The term "change in control," for purposes of
this Section, shall refer to the acquisition of 20 per cent or more of the
voting securities of the Company by any person or by persons acting as a group
within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934,
as amended; provided that no change in control or threatened change in control
shall be deemed to have occurred if, prior to the acquisition of, or offer to
acquire, 20 per cent or more of the voting securities of the Company, the full
Board of Directors shall have adopted by not less than two-thirds vote a
resolution specifically approving such acquisition or offer. The term "person"
refers, for purposes of this Section, to an individual or a corporation,
partnership, trust, association, joint venture, pool, syndicate, sole
proprietorship, unincorporated organization or any other form of entity not
specifically listed herein. Whether a change in control is threatened shall be
determined solely by the Committee.
8. RESTRICTIONS ON TRANSFER.
(a) This Option may not be sold, assigned, transferred,
pledged or otherwise disposed of or encumbered in any manner otherwise
than by will, the laws of descent and distribution, or pursuant to a qualified
domestic relations order as defined by the Code; provided, however, that the
Consultant may assign or transfer this Option to members of his immediate
family or to a trust for the benefit of such members of his immediate family
and, during the lifetime of the Consultant, this Option may be exercised only
by the Consultant or assignee, as the case may be, or his legally authorized
representative. The Consultant shall not have any right to sell, assign,
transfer, pledge or otherwise dispose of or encumber this Option, and any
attempted transfer, sale, assignment, pledge or encumbrance shall have no
effect on the Company. The Company may also require a Consultant to furnish
evidence satisfactory to the Company, including a written and signed
representation letter and consent to be bound by any transfer restrictions
imposed by law, legend, condition or otherwise. The Shares shall not be issued
with respect to any Option unless the the exercise of the Option shall comply
with the terms and conditions of the Consulting Agreement and all relevant
provisions of federal and state law, including without limitation the
Securities Act of 1933, as amended, the rules and regulations promulgated
thereunder and the requirements of any stock exchange upon which the Shares may
then be listed, and shall be further subject to the approval of counsel for the
Company with respect to such compliance.
(b) The Consultant, by its acceptance hereof, represents,
opines, covenants and agrees that (i) the Consultant has knowledge of the
business and affairs of the Company, and (ii) this Option is being acquired
for investment and not with a view to the distribution hereof and that, absent
an effective registration statement under the Securities Act of 1933, as
amended (the "Act"), covering the disposition of this Option, it will not be
sold, transferred, assigned, hypothecated or otherwise disposed of without
first providing the Company with an opinion of
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counsel (which may be counsel for the Company) or other evidence, reasonably
acceptable to the Company, to the effect that such sale, transfer, assignment,
hypothecation or other disposal will be exempt from the registration and
prospectus delivery requirements of the Act, as amended, and the registration
or qualification requirements of any applicable state securities laws. The
Consultant consents to the making of a notation in the Company's records or
giving to any transfer agent of the Option an order to implement such
restriction on transferability.
This Option shall bear the following legend or a legend of similar
import; provided, however, that such legend shall be removed, or not placed
upon the Option if such legend is no longer necessary to assure compliance with
the Act:
THIS OPTION HAS NOT BEEN REGISTERED WITH THE UNITED STATES SECURITIES
AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE BECAUSE IT IS
BELIEVED TO BE EXEMPT FROM REGISTRATION UNDER THE ACT. THIS OPTION IS
"RESTRICTED" AND MAY NOT BE RESOLD OR TRANSFERRED EXCEPT AS PERMITTED UNDER THE
ACT PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM.
9. REGISTRATION OF UNDERLYING SHARES. The Company
acknowledges and agrees that the Shares issuable upon the exercise of this
Option will be included in the Company's Registration Statement on Form S-3
pursuant to the Securities Act of 1933, as amended, filed with the U.S.
Securities and Exchange Commission on June 7, 1995.
10. INFORMATION TO CONSULTANT. The Company shall furnish to
the Consultant a copy of the annual report, proxy statements and all other
reports sent to the Company's shareholders. Upon written request, the Company
shall furnish to the Consultant a copy of its most recent Annual Report on Form
10-K and each quarterly report to shareholders issued since the end of the
Company's most recent fiscal year.
11. PAYMENT OF TAXES. All Shares issued upon the exercise
of this Option shall be validly issued, fully-paid and nonassessable and the
Company shall pay all taxes and other governmental charges (other than income
tax) that may be imposed in respect of the issue or delivery thereof. The
Company shall not be required, however, to pay any tax or other charge imposed
in connection with any transfer involved in the issue of any certificate for
Shares in any name other than that of the Consultant surrendered in connection
with the purchase of such Shares, and in such case the Company shall not be
required to issue or deliver any stock certificate until such tax or other
charge has been paid or it has been established to the Company's satisfaction
that no tax or other charge is due.
12. RESERVATION OF COMMON STOCK. The Company shall at all
times reserve and keep available out of its authorized but unissued shares of
Common Stock, solely for the purpose of issuance upon the exercise of this
Option, such number of shares of Common Stock as shall be issuable upon the
exercise hereof. The Company covenants and agrees that, upon exercise of this
Option and payment of the Purchase Price thereof, all Shares of Common Stock
issuable upon such exercise shall be duly and validly issued, fully-paid and
nonassessable.
13. NOTICES TO CONSULTANT. Nothing contained in this Option
shall be construed as conferring upon the Consultant the right to vote
or to consent or to receive notice as a shareholder in respect of any
meetings of shareholders for the election of directors or any other matter
or as having any rights whatsoever as a shareholder of the Company. All
notices, requests, consents and other communications hereunder shall be in
writing and shall be deemed to have been duly made when delivered or mailed by
registered or certified mail, postage prepaid, return receipt requested:
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(a) If to the Consultant, to the address of such Consultant
as shown on the books of the Company; or
(b) If to the Company, to the address set forth in Section
1(c) hereof.
14. REPLACEMENT OF OPTION. Upon receipt of evidence reasonably
satisfactory to the Company of the ownership of and the loss, theft,
destruction or mutilation of this Option and (in case of loss, theft or
destruction) upon delivery of an indemnity agreement in an amount reasonably
satisfactory to the Company, or (in the case of mutilation) upon surrender and
cancellation of the mutilated Option, the Company will execute and deliver, in
lieu thereof, a new Option of like tenor.
15. SUCCESSORS. All the covenants, agreements, representations
and warranties contained in this Option shall bind the parties hereto and their
respective heirs, executors, administrators, distributees, successors and
assigns.
16. CHANGE; WAIVER. Neither this Option nor any term hereof may
be changed, waived, discharged or terminated verbally but only by an instrument
in writing signed by the party against which enforcement of the change, waiver,
discharge or termination is sought.
17. HEADINGS. The section headings in this Option are inserted
for purposes of convenience only and shall have no substantive effect.
18. LAW GOVERNING. This Option shall for all purposes be
construed and enforced in accordance with, and governed by, the internal laws
of the State of Califoria, without giving effect to principles of conflict of
laws.
IN WITNESS WHEREOF, the Company has caused this Option to be signed by
its duly authorized officer and this Option to be dated as of the date first
above written.
POLLUTION RESEARCH AND CONTROL CORP.
By: /s/ Albert E. Gosselin, Jr.
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Albert E. Gosselin, Jr., President
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EXHIBIT A
SUBSCRIPTION FORM
(TO BE EXECUTED BY THE REGISTERED HOLDER
IN ORDER TO EXERCISE THE OPTION)
The undersigned hereby irrevocably elects to exercise the right to
purchase of the Shares covered by this Option according to the
conditions hereof and herewith makes payment of the Purchase Price of such
Shares in full.
J. PAUL CONSULTING CORP.
Dated: By:
--------------------------------
(Authorized Officer)
