<PAGE>
Registration No.
-------------
As filed with the Securities and Exchange Commission on October 18, 1996
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington D. C. 20549
----------------------
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
----------------------
GREATER CHINA CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 22-3057451
- --------------- ----------------------
(State or other (I.R.S. Employer
jurisdiction Identification Number)
incorporation or
organization)
27 East 61st Street
Third Floor
New York, New York 10021
(212) 935-0561
(Address, including zip code, and telephone number,
including area code, or registrant's principal executive offices)
-----------------------------------------------------------------
1996 GREATER CHINA CORPORATION
CONSULTANTS STOCK OPTION PLAN
-----------------------------
(Full title of plan)
John W. Allen
Chief Executive Officer
Greater China Corporation
27 East 61st Street
Third Floor
New York, New York 10021
(212) 925-0561
(Name and address, including zip code, and telephone
number, including area code, of agent for service)
--------------------------------------------------
Copies to:
Matthias & Berg LLP
515 South Flower Street
Seventh Floor
Los Angeles, California 90071
Attn: Jeffrey P. Berg, Esq.
Phone (213) 895-4200
Fax (213) 895-4058
<PAGE>
(REGISTRATION STATEMENT COVER PAGE CONTINUED)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
Title of Each Class of Amount to be Proposed Maximum Proposed Amount of
Securities to be Registered Registered(1) Offering Price per Maximum Registration
Share(1) Aggregate Fee (2)
Offering
Price(1)
Common Stock, par value
$0.02 per share(3) 350,000 $0.75 $262,500 $100
</TABLE>
- ----------------------------------
(1) Estimated solely for the purpose of calculating the registration fee.
(2) Pursuant to General Instruction E, the registration fee paid in connection
herewith is based on the maximum aggregate price at which securities
covered by this registration statement are Proposed to be offered.
(3) The shares registered pursuant to this Registration Statement are available
for grant as of the date of this Registration Statement under the Company's
1996 Consultants Stock Option Plan and available for issuance pursuant to
certain stock option agreements which are attached as exhibits to this
Registration Statement.
<PAGE>
PART I. INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
ITEM 1: PLAN INFORMATION.
The information required by Part I is included in documents to be sent or
given to the participants.
ITEM 2: REGISTRATION INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.
Upon written or oral request, Greater China Corporation, a Delaware
corporation (the "Registrant") will provide, without charge, a copy of all
documents incorporated by reference in Item 3 of Part II of this Registration
Statement, which are incorporated by reference in the Section 10(a) Prospectus,
and all other documents required to be delivered to employees pursuant to Rule
428(b) promulgated under the Securities Act of 1933, as amended (the "Securities
Act"). All requests should be made to Greater China Corporation, John W. Allen,
President, 27 East 61st Street, Third Floor, New York, New York 10021, tel no.
(212) 935-0561.
PART II: INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3: INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents, which are on file with the Securities and Exchange
Commission (the "Commission"), are incorporated in this Registration Statement
by reference:
(a) Annual Report on Form 10-KSB for the Fiscal Year Ended September 30,
1995.
(b) Quarterly Report on Form 10-QSB for the Quarterly Period Ended
December 31, 1995.
(c) Quarterly Report on Form 10-QSB for the Quarterly Period Ended March
31, 1996.
(d) Quarterly Report on Form 10-QSB for the Quarterly Period ended June
30, 1996.
(e) The description of the Common Stock which is contained in the
registration statements filed under the Securities and Exchange Act of
1934, as amended (the "Exchange Act"), including any amendment or
report filed for the purpose of updating such description.
All documents filed by the Registrant pursuant to Section 13(a), 14 and
15(d) of the Exchange Act prior to the filing of a post-effective amendment
which indicates that all shares offered hereby have been sold or which
deregisters all shares then remaining unsold, shall be deemed to be incorporated
in this Registration Statement by reference and to be a part hereof from the
date of filing of such documents.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Of the 350,000 shares of Common Stock being registered in connection with
this Registration Statement, up to 50,000 shares are being registered on behalf
of Matthias & Berg LLP, counsel to the Registrant, which has issued the opinion
filed herewith as Exhibit 5.1 to this Registration Statement.
2
<PAGE>
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Registrant's Certificate of Incorporation generally provide for the
maximum indemnification of a corporation's officers and directors as permitted
by law in the State of Delaware. Delaware law empowers a corporation to
indemnify any person who was or is a party or who is threatened to be made a
party to any threatened, pending, or completed action, suit or proceeding,
whether civil, criminal, administrative or investigative, except in the case of
an action by or in the right of the corporation, by reason of the fact that he
or she is or was a director, officer, employee or agent of the corporation or is
or was serving at the request of the corporation as a director, officer,
employee or agent of another corporation or other enterprise. Depending on the
character of the proceeding, a corporation may indemnify against expenses
(including attorney's fees), judgments, fines and amounts paid in settlement
actually and reasonably incurred in connection with such action, suit or
proceeding if the person indemnified acted in good faith and in a manner he or
she reasonably believed to be in or not opposed to the best interests of the
corporation, and with respect to any criminal action or proceedings, had no
reasonable cause to believe his or her conduct was unlawful.
A corporation may indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action or
suit by or in the right of the corporation to procure a judgment in its favor by
reason of the fact that he or she is or was a director, officer, employee or
agent of the corporation, or is or was serving at the request of the corporation
as a director, officer, employee or agent of another corporation or other
enterprise, against expenses, including amounts paid in settlement and
attorney's fees actually and reasonably incurred by him or her in connection
with the defense or settlement of the action or suit if he or she acted in good
faith and in a manner which he or she reasonably believed to be in or not
opposed to the best interests of the corporation. Indemnification may not be
made for any claim, issue or matter as to which such a person has been adjudged
by a court of competent jurisdiction, after exhaustion of all appeals therefrom,
to be liable to the corporation or for amounts paid in settlement to the
corporation unless and only to the extent that the court in which the action or
suit was brought or other court of competent jurisdiction determines upon
application that in view of all the circumstances of the case, the person is
fairly and reasonably entitled to indemnity for such expenses as the court deems
proper.
To the extent that a director, officer, employee or agent of a corporation
has been successful on the merits or otherwise in defense of any action, suit or
proceeding referred to above, or in defense of any claim, issue or matter
therein, he or she must be indemnified by the corporation against expenses,
including attorney's fees, actually and reasonably incurred by him in connection
with the defense. Any indemnification under this section, unless ordered by a
court or advanced pursuant to this section, must be made by the corporation only
as authorized in the specific case upon a determination that indemnification of
the director, officer, employee or agent is proper in the circumstances. The
determination must be made: (a) by the stockholders; (b) by the board of
directors by majority vote of a quorum consisting of directors who were not
parties to the action, suit or proceeding; (c) if a majority vote of a quorum
consisting of directors who were not parties to the action, suit or proceeding
so orders, by independent legal counsel in a written opinion; or (d) if a quorum
consisting of directors who were not parties to the action, suit or proceeding
cannot be obtained, by independent legal counsel in a written opinion.
The certificate of incorporation, the bylaws or an agreement made by the
corporation may provide that the expenses of officers and directors incurred in
defending a civil or criminal action, suit or proceeding must be paid by the
corporation as they are incurred and in advance of the final disposition of the
action, suit or proceeding upon receipt of an undertaking by or on behalf of the
director or officer to repay the amount if it is ultimately determined by a
court of competent jurisdiction that he or she is not entitled to be indemnified
by the corporation. The provisions of this section do not affect any rights to
advancement of expenses to which corporate personnel other than directors or
officers may be entitled under any contract or otherwise by law.
3
<PAGE>
The indemnification and advancement of expenses authorized in or ordered by
a court pursuant to this section: (a) does not exclude any other rights to which
a person seeking indemnification or advancement of expenses may be entitled
under the articles of incorporation or any bylaw, agreement, vote of
stockholders or disinterested directors or otherwise, for either an action in
his or her official capacity or an action in another capacity while holding his
or her office, except that indemnification, unless ordered by a court pursuant
to this section or for the advancement of any director or officer if a final
adjudication establishes that his or her acts or omissions involved intentional
misconduct, fraud or a knowing violation of the law and was material to the
cause of action; and (b) continues for a person who has ceased to be a director,
officer, employee or agent and inures to the benefit of the heirs, executors and
administrators of such a person.
ITEM 8: EXHIBITS
--------
4.1 1996 Consultants Stock Option Plan
4.2 Stock Option Agreement between the Registrant and KCSA, Inc. dated
September 5, 1996
4.3 Stock Option Agreement between the Registrant and Al Greco, Esq. dated
September 5, 1996
4.4 Stock Option Agreement between the Registrant and Alvin M. Rosen dated
September 5, 1996.
4.5 Stock Option Agreement between the Registrant and Matthias & Berg LLP dated
October 14, 1996
4.6 Stock Option Agreement between the Registrant and Silkroad, Inc. dated
October 14, 1996
4.7 Stock Option Agreement between the Registrant and Warren Wang dated October
14, 1996
4.8 Stock Option Agreement between the Registrant and Robert J. Law dated
October 14, 1996
5.1 Opinion of Matthias & Berg LLP
24.1 Consent of Matthias & Berg LLP (included in Exhibits 5.1)
24.2 Consent of Grant Thornton LLP
- ----------------------------------
ITEM 9: UNDERTAKINGS
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.
(ii) To reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or the most
recent post-effective amendment thereof) which individually or
in the aggregate, represent a fundamental change in the
information set forth in the registration statement.
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in the registration
statement or any material change to such information in the
registration statement.
PROVIDED, HOWEVER, that paragraphs (1)(i) and (1)(ii) above do not
apply if the Registration Statement is on From S-3 or Form S-8, and the
information required to be included in a post-effective amendment by those
paragraphs is incorporated by reference from periodic reports filed by the
Registrant under the Exchange Act.
4
<PAGE>
(2) That, for determining liability under the Securities Act, to treat
each such post-effective amendment as a new registration statement of the
securities offered, and the offering of such securities at that time to be the
initial BONA FIDE offering.
(3) To remove from registration by means of a post-effective amendment any
of the securities being registered that remain unsold at the end of the
offering.
The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act ) 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.
Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, the Registrant has been advised
that in the opinion of the Commission such indemnification is against public
policy as expressed in the Securities Act and is, therefore, unenforceable. In
the event that a claim for indemnification against such liabilities (other than
the payment by the Registrant of expenses incurred or paid by a director,
officer or controlling person in the successful defense of any action, suit or
proceeding) is asserted by such director, officers 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 and will be governed by the final adjudication of such issue.
5
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the city of New York, New York, on this 15th day of October,
1996.
GREATER CHINA CORPORATION
By: /s/John W. Allen
-------------------------
John W. Allen, Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
Signature Capacity in Which Signed Date
- --------- ------------------------ ----
/s/ John W. Allen Chief Executive Officer and October 15, 1996
- ---------------------- Director (Principal Executive
John W. Allen Officer)
/s/ Peter R. Barker Chief Financial Officer and October 15, 1996
- ---------------------- Director (Principal Financial
Peter R. Barker Officer and Principal Accounting
Officer)
/s/ Walter J. Culver Director October 15, 1996
- ----------------------
Walter J. Culver
6
<PAGE>
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints John W. Allen and Peter R. Barker, or
either of them, as his true and lawful attorney-in-fact and agent, with full
power of substitution and resubstitution, for him and in his name, place and
stead, in any and all capacities, to sign any and all amendments (including
post-effective amendments) and supplements to this Registration Statement, and
to file the same with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents, and each of them, full power and authority to do
and perform each end every act and thing requisite and necessary to be done in
connection therewith, as fully to all intents and purposes as he might or could
do in person, hereby ratifying and confirming all that said attorneys-in-fact
and agents, or any of them or their substitute or substitutes, may lawfully do
or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
Signature Capacity in Which Signed Date
- --------- ------------------------ ----
/s/ John W. Allen Chief Executive Officer and October 15, 1996
- ---------------------- Director (Principal Executive
John W. Allen Officer)
/s/ Peter R. Barker Chief Financial Officer and October 15, 1996
- ---------------------- Director (Principal Financial
Peter R. Barker Officer and Principal Accounting
Officer)
/s/ Walter J. Culver Director October 15, 1996
- ----------------------
Walter J. Culver
7
<PAGE>
EXHIBIT INDEX
Sequentially
Document Description of Document Numbered Page
- -------- ----------------------- -------------
4.1 1996 Consultants Stock Option Plan
4.2 Stock Option Agreement between the Registrant
and KCSA, Inc. dated September 5, 1996
4.3 Stock Option Agreement between the Registrant
and Al Greco, Esq. dated September 5, 1996
4.4 Stock Option Agreement between the Registrant
and Alvin M. Rosen dated September 5, 1996
4.5 Stock Option Agreement between the Registrant
and Matthias & Berg LLP dated October 14, 1996
4.6 Stock Option Agreement between the Registrant
and Silkroad, Inc. dated October 14, 1996
4.7 Stock Option Agreement between the Registrant
and Warren Wang dated October 14, 1996
4.8 Stock Option Agreement between the Registrant
and Robert J. Law dated October 14, 1996
5.1 Opinion of Matthias & Berg LLP
24.1 Consent of Matthias & Berg LLP (included in
Exhibits 5.1)
24.2 Consent of Grant Thornton LLP
<PAGE>
EXHIBIT 4.1
GREATER CHINA CORPORATION
1996 CONSULTANTS STOCK OPTION PLAN
1. PURPOSE. The purpose of the Greater China Corporation 1996
Consultants Stock Option Plan (the "Plan"), is to provide an incentive to
certain independent contractors and consultants of Greater China Corporation, a
Delaware corporation and any parent companies and subsidiaries (collectively
referred to as "GCC") to provide services to GCC and contribute to its success.
As used in the Plan, the term "Code" shall mean the Internal Revenue Code
of 1986, as amended, and any successor statute, and the terms "Parent" and
"Subsidiary" shall have the meanings set forth in Code Sections 424(e) and (f).
This Plan was adopted by the Board of Directors as of September 4, 1996.
2. ADMINISTRATION. The Plan shall be administered by a Plan Committee
which shall be established by the Board of Directors of GCC (the "Board").
Members of the Plan Committee shall be appointed, both initially and as
vacancies occur, by the Board. The Board, at any time it so desires, may
increase or decrease, but not below two, the number of members of the Plan
Committee, may remove from membership on the Plan Committee all or any portion
of its members, and may appoint such person or persons as it desires to fill any
vacancy existing on the Plan Committee, whether by removal, resignation or
otherwise. The provisions of the Plan and all option agreements executed
pursuant thereto, and its decisions shall be conclusive and binding upon all
interested persons. Subject to the provisions of the Plan, the Plan Committee
shall have the sole authority to determine:
(a) The persons (hereinafter, "optionees") to whom options to
purchase shares of Common Stock of GCC ("Stock") shall be granted;
(b) The number of options to be granted to each optionee;
(c) The price to be paid for each share of Stock upon the exercise of
each option;
(d) The period within which each option shall be exercised and, with
the consent of the optionee, any extensions of such period (provided, however,
that the original period and all extensions shall not exceed the maximum period
permissible under the Plan); and
(e) The terms and conditions of each stock option agreement entered
into between GCC and persons to whom GCC has granted an option and of any
amendments thereto (provided that the optionee consents to each such amendment).
The Plan Committee shall meet at such times and places as it determines,
including by means of a telephone conference call. A majority of the members
shall constitute a quorum, and a decision of a majority of those present at any
meeting at which a quorum is present shall constitute the decision of the Plan
Committee. A memorandum signed by all of the members of the Plan Committee
shall constitute the decision of the Plan Committee without the necessity, in
such event, for holding an actual meeting.
1
<PAGE>
3. ELIGIBILITY. Independent contractors, consultants and other persons
providing significant services to GCC shall be eligible to receive grants of
options under the Plan, PROVIDED, HOWEVER, that no person shall be eligible to
receive grants of options under the Plan and no optionee shall be entitled to
exercise any option granted hereunder at any time when such optionee is subject
to the provisions of Section 16 of the Securities Exchange Act of 1934, as
amended.
4. STOCK SUBJECT TO PLAN. There shall be reserved for issue, upon the
exercise of options granted under the Plan, 350,000 shares of Stock or the
number of shares of Stock, which, in accordance with the provisions of Section 8
hereof, shall be substituted therefor. Such shares may be treasury shares. If
an option granted under the Plan shall expire or terminate for any reason
without having been exercised in full, unpurchased shares subject thereto shall
again be available for the purposes of the Plan.
5. TERMS OF OPTIONS.
Nonqualified stock options may be granted to consultants, independent
contractors and other persons who provide substantial services to GCC. Each
nonqualified stock option granted under the Plan shall be evidenced by a stock
option agreement between the person to whom such option is granted and GCC.
Such stock option agreement shall provide that the option is subject to the
following terms and conditions and to such other terms and conditions not
inconsistent therewith as the Plan Committee may deem appropriate in each case:
(a) OPTION PRICE. The price to be paid for each share of Stock
upon the exercise of an option shall be determined by the Plan Committee at the
time the option is granted. As used in this Plan, the term "date the option is
granted" means the date on which the Plan Committee authorized the grant of an
option hereunder or any later date specified by the Plan Committee.
(b) PERIOD OF OPTION AND EXERCISE. The periods, installments or
intervals during which an option may be exercised shall be determined by the
Plan Committee at the time the option is granted, but in no event shall such
period exceed 10 years from the date the option is granted.
(c) PAYMENT FOR STOCK. The option exercise price for each share
of Stock purchased under an option shall be paid in full at the time of
purchase. The Plan Committee may provide that the option exercise price be
payable at the election of the holder of the option, with the consent of the
Plan Committee, in whole or in part either in cash or by delivery of Stock in
transferable form, such Stock to be valued for such purpose at its Fair Market
Value on the date on which the option is exercised. No share of Stock shall be
issued until full payment therefor has been made, and no optionee shall have any
rights as an owner of shares of Stock until the date of issuance to him of the
stock certificate evidencing such Stock.
6. NONTRANSFERABILITY. The options granted pursuant to the Plan shall be
nontransferable except by will or the laws of descent and distribution of the
state or country of the optionee's domicile at the time of death.
7. TERMINATION OF RELATIONSHIP. Unless otherwise specified in the
applicable option agreement upon termination of the optionee's other
relationship with GCC, his rights to exercise options then held by him shall be
only as follows (in no case do the time periods referred to below extend the
term specified in any option):
2
<PAGE>
(a) DEATH OR DISABILITY. Upon the death or disability (within the
meaning of Section 22(e)(3) of the Code) of an optionee, any option which he
holds may be exercised (to the extent exercisable at his death or disability),
unless it otherwise expires, within such period after the date of his death (not
less than six months nor more than twelve months) as the Plan Committee shall
prescribe in his option agreement by the optionee or, in the event of death, by
the optionee's representative or by the person entitled thereto under his will
or the laws of intestate succession.
(b) OTHER TERMINATION. In the event an employee ceases to provide
services to GCC, any option which he holds shall remain exercisable (to the
extent exercisable as of the date of such termination) until 30 days after the
date of such termination.
(c) PLAN COMMITTEE DISCRETION. The Plan Committee may in its sole
discretion accelerate or extend the exercisability of any or all options.
8. ADJUSTMENT OF SHARES; TERMINATION OF OPTIONS.
(a) ADJUSTMENT OF SHARES. In the event of changes in the outstanding
Stock by reason of stock dividends, split-ups, consolidations,
recapitalizations, reorganizations or like events (as determined by the Plan
Committee), an appropriate adjustment shall be made by the Plan Committee in the
number of shares reserved under the Plan, in the number of shares set forth in
Section 4 hereof, in the number of shares and the option price per share
specified in any stock option agreement. The determination of the Plan
Committee as to what adjustments shall be made shall be conclusive. Adjustments
for any options to purchase fractional shares shall also be determined by the
Plan Committee. The Plan Committee shall give prompt notice to all optionees of
any adjustment pursuant to this Section.
(b) TERMINATION OF OPTIONS ON MERGER, REORGANIZATION OR LIQUIDATION
OF GCC. Notwithstanding anything to the contrary in this Plan, in the event of
any merger, consolidation or other reorganization of GCC in which GCC is not the
surviving or continuing corporation (as determined by the Plan Committee) or in
the event of the liquidation or dissolution of GCC, all options granted
hereunder shall terminate on the effective date of the merger, consolidation,
reorganization, liquidation or dissolution unless there is an agreement with
respect thereto which expressly provides for the assumption of such options by
the continuing or surviving corporation.
9. SECURITIES LAW REQUIREMENTS. GCC's obligation to issue shares of its
Stock upon exercise of an option is expressly conditioned upon the completion by
GCC of any registration or other qualification of such shares under any state
and/or federal law or rulings and regulations of any government regulatory body
or the making of such investment representations or other representations and
undertakings by the optionee (or his legal representative, heir or legatee, as
the case may be) in order to comply with the requirements of any exemption from
any such registration or other qualification of such shares which GCC in its
sole discretion shall deem necessary or advisable. GCC may refuse to permit the
sale or other disposition of any shares acquired pursuant to any such
representation until it is satisfied that such sale or other disposition would
not be in contravention of applicable state or federal securities law.
3
<PAGE>
10. TAX WITHHOLDING. As a condition to the exercise of an option or
otherwise, GCC may require an optionee to pay over to GCC all applicable
federal, state and local taxes which GCC is required to withhold with respect to
the exercise of an option granted hereunder. At the discretion of the Plan
Committee and upon the request of an optionee, the minimum statutory withholding
tax requirements may be satisfied by the withholding of shares of Stock
otherwise issuable to the optionee upon the exercise of an option.
11. AMENDMENT. The Board may amend the Plan at any time.
12. EFFECTIVE DATE. The Plan shall be effective upon the date of its
adoption by the Board.
13. TERMINATION. The Plan shall terminate automatically as of the close
of business on the day preceding the 10th anniversary date of its effectiveness
or earlier by resolution of the Board, or upon consummation of any merger,
consolidation or other reorganization in which the options granted hereunder
terminate, all as described in Section 9(b) hereof. Unless otherwise provided
herein, the termination of the Plan shall not affect the validity of any option
agreement outstanding at the date of such termination.
14. STOCK OPTION AGREEMENT. Each option granted under the Plan shall be
evidenced by a written agreement executed by GCC and accepted by the optionee,
which (i) shall contain each of the provisions and agreements herein
specifically required to be contained therein, (ii) may contain the agreement of
the optionee to render services to GCC or any Parent or Subsidiary for a period
of time to be determined by the Plan Committee, and (iii) may contain such other
terms and conditions as the Plan Committee deems desirable and which are not
inconsistent with the Plan.
15. NO RIGHT TO PERFORM SERVICES. Nothing in this Plan or in any option
granted hereunder shall confer upon any optionee any right to continue to
perform services for GCC, or shall interfere with or restrict in any way the
rights of GCC to discharge or terminate any independent contractor or consultant
at any time for any reason whatsoever, with or without good cause.
Executed and dated as of the date first written above at New York, New
York.
GREATER CHINA CORPORATION
By: /s/ John W. Allen
----------------------------
John W. Allen, President
4
<PAGE>
EXHIBIT 4.2
GREATER CHINA CORPORATION
a Delaware corporation
NON-QUALIFIED STOCK OPTION AGREEMENT
KCSA, INC. September 5, 1996
- --------------------------- -------------------
Name of Optionee Date Option Granted
820 Second Avenue
New York, New York 10017
- ---------------------------
Residence Address No. 001
This Agreement ("Agreement") is made as of the date set forth above between
Greater China Corporation, a Delaware corporation (hereinafter the "Company"),
and the optionee named above (hereinafter "Optionee"). The option granted by
this Agreement is designated a "Non-Qualified Option" granted pursuant to the
Greater China Corporation 1996 Consultants Stock Option Plan dated September 4,
1996 (the "Plan").
1. GRANT OF OPTION. Pursuant to and subject to the terms and conditions
of the Agreement, the Company grants to the Optionee, a consultant to the
Company, the right and option (the "Option") to purchase at $0.75 per share on
the terms and conditions hereinafter set forth all or any part of an aggregate
of 133,333 shares (the "Shares") of the currently authorized and unissued Common
Stock, par value $0.02 per share. The Option shall be exercisable, in whole or
in part, during the period commencing with the date on which it is granted and
ending on December 31, 1996.
Nothing contained herein shall be construed to limit or restrict the right
of the Company or a parent or subsidiary corporation of the Company to terminate
the Optionee's services for the Company.
2. METHOD OF EXERCISE. The Option may be exercised pursuant thereto by
written notice to the Company stating the number of shares with respect to which
the Option is being exercised, together with payment in full, by cancellation of
indebtedness for services rendered to the Company, of the purchase price for the
number of Shares being purchased. Optionee hereby acknowledges that, as of the
date this Agreement, the aggregate exercise price for the Options reflects the
full amount owing by the Company for services rendered or otherwise, and that
these Options represent satisfaction in full of all amounts owing by the Company
to Optionee. If requested by the Board of Directors, prior to the delivery of
any Shares, the Optionee shall supply the Board of Directors with a
representation that the Shares are not being acquired with a view to
distribution and will be sold or otherwise disposed of only in accordance with
applicable federal and state statutes, rules and regulations.
<PAGE>
As soon after the notice of exercise as the Company is reasonably able to
comply, the Company shall, without payment of any transfer or issue tax by the
Optionee, deliver to the Optionee or any such other person, at the main office
of the Company or such other place as shall be mutually acceptable, a
certificate or certificates for the Shares being purchased upon exercise of the
Option. Notwithstanding the foregoing, the Company shall have the right to
postpone the time of delivery of the Shares for such period as may be required
for it with reasonable diligence to comply with any applicable listing
requirements of any national securities exchange or any federal, state or local
law. The Optionee may exercise the Option for less than the total number of
Shares for which the Option is then exercisable, provided that a partial
exercise may not be for fewer than 100 Shares, unless the remaining shares
exercisable under the Option is for less than 100 Shares. The Option may be
exercisable for whole Shares only.
3. TERMINATION OF OPTION. The Option shall terminate and expire
immediately and in total upon the earlier of:
(a) The Expiration Date of the Option as specified in Section 1 of
this Agreement; or
(b) The date of termination of the Option pursuant to Section 5
hereof.
This Option shall survive and be exercisable notwithstanding that Optionee shall
(i) terminate its relationship with the Company, (ii) cease to provide services
to the Company or (iii) otherwise be subject to the provisions of Sections 7(a)-
(d) of the Plan, and shall terminate only as provided in Sections 3(a) or (b) of
this Agreement.
4. ADJUSTMENTS. If there is any change in the capitalization of the
Company affecting in any manner the number or kind of outstanding shares of
Common Stock of the Company, whether by stock dividend, stock split,
reclassification or recapitalization of such stock, or because the Company has
merged or consolidated with one or more other corporations (and provided the
Option does not thereby terminate pursuant to Section 5 hereof), then the number
and kind of shares then subject to the Option and the price to be paid therefor
shall be appropriately adjusted by the Board of Directors; PROVIDED, HOWEVER,
that in no event shall any such adjustment result in the Company's being
required to sell or issue any fractional shares. Any such adjustment shall be
made without change in the aggregate purchase price applicable to the
unexercised portion of the Option, but with an appropriate adjustment to the
price of each Share or other unit of security covered by this Option.
2
<PAGE>
5. CESSATION OF CORPORATE EXISTENCE. Notwithstanding any other provision
of this Option, upon the dissolution or liquidation of the Company, the
reorganization, merger or consolidation of the Company with one or more
corporations as a result of which the Company is not the surviving corporation,
or the sale of substantially all the assets of the Company or of more than 50%
of the then outstanding stock of the Company to another corporation or other
entity, the Option granted hereunder shall terminate; provided, however, that:
(i) each Option for which no option has been tendered by the surviving
corporation in accordance with all of the terms of provision (ii) immediately
below shall, within five days before the effective date of such dissolution or
liquidation, merger or consolidation or sale of assets in which the Company is
not the surviving corporation or sale of stock, become fully exercisable; or
(ii) in its sole and absolute discretion, the surviving corporation may, but
shall not be so obligated to, tender to any Optionee, an option to purchase
shares of the surviving corporation, and such new option or options shall
contain such terms and provisions as shall be required substantially to preserve
the rights and benefits of this Option.
6. NON-TRANSFERABILITY. The Option is not assignable or transferable by
the Optionee, either voluntarily or by operation of law, otherwise than by will
or by the laws of descent and distribution, and is exercisable, during the
Optionee's lifetime, only by the Optionee. Upon any attempted transfer of this
Option contrary to the provisions hereof, the Board of Directors may, at its
discretion, terminate this Option.
7. NO STOCKHOLDER RIGHTS. The Optionee or other person entitled to
exercise this Option shall have no rights or privileges as a stockholder with
respect to any Shares subject hereto until the Optionee or such person has
become the holder of record of such Shares, and no adjustment (except such
adjustment as may be effected pursuant to the provisions of Section 4 hereof)
shall be made for dividends or distributions of rights in respect of such Shares
if the record date is prior to the date on which the Optionee or such person
becomes the holder of record.
3
<PAGE>
8. METHOD OF ACCEPTANCE. This Agreement is addressed to the Optionee in
duplicate and shall not be effective until the Optionee has executed the
acceptance below and returned one copy to the Company, thereby acknowledging
that he has read and agreed to all the terms and conditions of this Agreement.
Executed by the Company as of this 5th day of September, 1996.
GREATER CHINA CORPORATION
a Delaware corporation
By: /s/ John W. Allen
-------------------------------------
John W. Allen
Chief Executive Officer
ACCEPTED:
("Optionee")
KCSA, Inc.
By: /s/ Adam Friedman September 6, 1996
------------------------- -----------------------
Adam Friedman Date
Authorized Officer
4
<PAGE>
EXHIBIT 4.3
GREATER CHINA CORPORATION
a Delaware corporation
NON-QUALIFIED STOCK OPTION AGREEMENT
Al Greco, Esq. September 5,1996
- ---------------------------- ------------------
Name of Optionee Date Option Granted
666 Fifth Avenue
New York, New York 10103
- ----------------------------
Residence Address No. 002
This Agreement ("Agreement") is made as of the date set forth above between
Greater China Corporation, a Delaware corporation (hereinafter the "Company"),
and the optionee named above (hereinafter "Optionee"). The option granted by
this Agreement is designated a "Non-Qualified Option" granted pursuant to the
Greater China Corporation 1996 Consultants Stock Option Plan dated September 4,
1996 (the "Plan").
1. GRANT OF OPTION. Pursuant to and subject to the terms and conditions
of the Agreement, the Company grants to the Optionee, a consultant to the
Company, the right and option (the "Option") to purchase at $0.75 per share on
the terms and conditions hereinafter set forth all or any part of an aggregate
of 40,000 shares (the "Shares") of the currently authorized and unissued Common
Stock, par value $0.02 per share. The Option shall be exercisable, in whole or
in part, during the period commencing with the date on which it is granted and
ending on December 31, 1996.
Nothing contained herein shall be construed to limit or restrict the right
of the Company or a parent or subsidiary corporation of the Company to terminate
the Optionee's services for the Company.
2. METHOD OF EXERCISE. The Option may be exercised pursuant thereto by
written notice to the Company stating the number of shares with respect to which
the Option is being exercised, together with payment in full, by cancellation of
indebtedness for services rendered to the Company, of the purchase price for the
number of Shares being purchased. Optionee hereby acknowledges that, as of the
date this Agreement, the aggregate exercise price for the Options reflects the
full amount owing by the Company for services rendered or otherwise, and that
these Options represent satisfaction in full of all amounts owing by the Company
to Optionee. If requested by the Board of Directors, prior to the delivery of
any Shares, the Optionee shall supply the Board of Directors with a
representation that the Shares are not being acquired with a view to
distribution and will be sold or otherwise disposed of only in accordance with
applicable federal and state statutes, rules and regulations.
<PAGE>
As soon after the notice of exercise as the Company is reasonably able to
comply, the Company shall, without payment of any transfer or issue tax by the
Optionee, deliver to the Optionee or any such other person, at the main office
of the Company or such other place as shall be mutually acceptable, a
certificate or certificates for the Shares being purchased upon exercise of the
Option. Notwithstanding the foregoing, the Company shall have the right to
postpone the time of delivery of the Shares for such period as may be required
for it with reasonable diligence to comply with any applicable listing
requirements of any national securities exchange or any federal, state or local
law. The Optionee may exercise the Option for less than the total number of
Shares for which the Option is then exercisable, provided that a partial
exercise may not be for fewer than 100 Shares, unless the remaining shares
exercisable under the Option is for less than 100 Shares. The Option may be
exercisable for whole Shares only.
3. TERMINATION OF OPTION. The Option shall terminate and expire
immediately and in total upon the earlier of:
(a) The Expiration Date of the Option as specified in Section 1 of
this Agreement; or
(b) The date of termination of the Option pursuant to Section 5
hereof.
This Option shall survive and be exercisable notwithstanding that Optionee shall
(i) terminate its relationship with the Company, (ii) cease to provide services
to the Company or (iii) otherwise be subject to the provisions of Sections 7(a)-
(d) of the Plan, and shall terminate only as provided in Sections 3(a) or (b) of
this Agreement.
4. ADJUSTMENTS. If there is any change in the capitalization of the
Company affecting in any manner the number or kind of outstanding shares of
Common Stock of the Company, whether by stock dividend, stock split,
reclassification or recapitalization of such stock, or because the Company has
merged or consolidated with one or more other corporations (and provided the
Option does not thereby terminate pursuant to Section 5 hereof), then the number
and kind of shares then subject to the Option and the price to be paid therefor
shall be appropriately adjusted by the Board of Directors; PROVIDED, HOWEVER,
that in no event shall any such adjustment result in the Company's being
required to sell or issue any fractional shares. Any such adjustment shall be
made without change in the aggregate purchase price applicable to the
unexercised portion of the Option, but with an appropriate adjustment to the
price of each Share or other unit of security covered by this Option.
2
<PAGE>
5. CESSATION OF CORPORATE EXISTENCE. Notwithstanding any other provision
of this Option, upon the dissolution or liquidation of the Company, the
reorganization, merger or consolidation of the Company with one or more
corporations as a result of which the Company is not the surviving corporation,
or the sale of substantially all the assets of the Company or of more than 50%
of the then outstanding stock of the Company to another corporation or other
entity, the Option granted hereunder shall terminate; provided, however, that:
(i) each Option for which no option has been tendered by the surviving
corporation in accordance with all of the terms of provision (ii) immediately
below shall, within five days before the effective date of such dissolution or
liquidation, merger or consolidation or sale of assets in which the Company is
not the surviving corporation or sale of stock, become fully exercisable; or
(ii) in its sole and absolute discretion, the surviving corporation may, but
shall not be so obligated to, tender to any Optionee, an option to purchase
shares of the surviving corporation, and such new option or options shall
contain such terms and provisions as shall be required substantially to preserve
the rights and benefits of this Option.
6. NON-TRANSFERABILITY. The Option is not assignable or transferable by
the Optionee, either voluntarily or by operation of law, otherwise than by will
or by the laws of descent and distribution, and is exercisable, during the
Optionee's lifetime, only by the Optionee. Upon any attempted transfer of this
Option contrary to the provisions hereof, the Board of Directors may, at its
discretion, terminate this Option.
7. NO STOCKHOLDER RIGHTS. The Optionee or other person entitled to
exercise this Option shall have no rights or privileges as a stockholder with
respect to any Shares subject hereto until the Optionee or such person has
become the holder of record of such Shares, and no adjustment (except such
adjustment as may be effected pursuant to the provisions of Section 4 hereof)
shall be made for dividends or distributions of rights in respect of such Shares
if the record date is prior to the date on which the Optionee or such person
becomes the holder of record.
3
<PAGE>
8. METHOD OF ACCEPTANCE. This Agreement is addressed to the Optionee in
duplicate and shall not be effective until the Optionee has executed the
acceptance below and returned one copy to the Company, thereby acknowledging
that he has read and agreed to all the terms and conditions of this Agreement.
Executed by the Company as of this 5th day of September, 1996.
GREATER CHINA CORPORATION
a Delaware corporation
By: /s/ John W. Allen
---------------------------
John W. Allen
Chief Executive Officer
ACCEPTED:
("Optionee")
By: /s/ Al Greco September 9, 1996
---------------------------- -----------------------------
Al Greco Date
4
<PAGE>
EXHIBIT 4.4
GREATER CHINA CORPORATION
a Delaware corporation
NON-QUALIFIED STOCK OPTION AGREEMENT
Alvin M. Rosen September 5, 1996
- -------------------------- -------------------
Name of Optionee Date Option Granted
67 Wall Street
New York, New York 10005
- --------------------------
Residence Address No. 003
This Agreement ("Agreement") is made as of the date set forth above between
Greater China Corporation, a Delaware corporation (hereinafter the "Company"),
and the optionee named above (hereinafter "Optionee"). The option granted by
this Agreement is designated a "Non-Qualified Option" granted pursuant to the
Greater China Corporation 1996 Consultants Stock Option Plan dated September 4,
1996 (the "Plan").
1. GRANT OF OPTION. Pursuant to and subject to the terms and conditions
of the Agreement, the Company grants to the Optionee, a consultant to the
Company, the right and option (the "Option") to purchase at $0.75 per share on
the terms and conditions hereinafter set forth all or any part of an aggregate
of 25,000 shares (the "Shares") of the currently authorized and unissued Common
Stock, par value $0.02 per share. The Option shall be exercisable, in whole or
in part, during the period commencing with the date on which it is granted and
ending on December 31, 1996.
Nothing contained herein shall be construed to limit or restrict the right
of the Company or a parent or subsidiary corporation of the Company to terminate
the Optionee's services for the Company.
2. METHOD OF EXERCISE. The Option may be exercised pursuant thereto by
written notice to the Company stating the number of shares with respect to which
the Option is being exercised, together with payment in full, by cancellation of
indebtedness for services rendered to the Company, of the purchase price for the
number of Shares being purchased. Optionee hereby acknowledges that, as of the
date this Agreement, the aggregate exercise price for the Options reflects the
full amount owing by the Company for services rendered or otherwise, and that
these Options represent satisfaction in full of all amounts owing by the Company
to Optionee. If requested by the Board of Directors, prior to the delivery of
any Shares, the Optionee shall supply the Board of Directors with a
representation that the Shares are not being acquired with a view to
distribution and will be sold or otherwise disposed of only in accordance with
applicable federal and state statutes, rules and regulations.
<PAGE>
As soon after the notice of exercise as the Company is reasonably able to
comply, the Company shall, without payment of any transfer or issue tax by the
Optionee, deliver to the Optionee or any such other person, at the main office
of the Company or such other place as shall be mutually acceptable, a
certificate or certificates for the Shares being purchased upon exercise of the
Option. Notwithstanding the foregoing, the Company shall have the right to
postpone the time of delivery of the Shares for such period as may be required
for it with reasonable diligence to comply with any applicable listing
requirements of any national securities exchange or any federal, state or local
law. The Optionee may exercise the Option for less than the total number of
Shares for which the Option is then exercisable, provided that a partial
exercise may not be for fewer than 100 Shares, unless the remaining shares
exercisable under the Option is for less than 100 Shares. The Option may be
exercisable for whole Shares only.
3. TERMINATION OF OPTION. The Option shall terminate and expire
immediately and in total upon the earlier of:
(a) The Expiration Date of the Option as specified in Section 1 of
this Agreement; or
(b) The date of termination of the Option pursuant to Section 5
hereof.
This Option shall survive and be exercisable notwithstanding that Optionee shall
(i) terminate its relationship with the Company, (ii) cease to provide services
to the Company or (iii) otherwise be subject to the provisions of Sections 7(a)-
(d) of the Plan, and shall terminate only as provided in Sections 3(a) or (b) of
this Agreement.
4. ADJUSTMENTS. If there is any change in the capitalization of the
Company affecting in any manner the number or kind of outstanding shares of
Common Stock of the Company, whether by stock dividend, stock split,
reclassification or recapitalization of such stock, or because the Company has
merged or consolidated with one or more other corporations (and provided the
Option does not thereby terminate pursuant to Section 5 hereof), then the number
and kind of shares then subject to the Option and the price to be paid therefor
shall be appropriately adjusted by the Board of Directors; PROVIDED, HOWEVER,
that in no event shall any such adjustment result in the Company's being
required to sell or issue any fractional shares. Any such adjustment shall be
made without change in the aggregate purchase price applicable to the
unexercised portion of the Option, but with an appropriate adjustment to the
price of each Share or other unit of security covered by this Option.
2
<PAGE>
5. CESSATION OF CORPORATE EXISTENCE. Notwithstanding any other provision
of this Option, upon the dissolution or liquidation of the Company, the
reorganization, merger or consolidation of the Company with one or more
corporations as a result of which the Company is not the surviving corporation,
or the sale of substantially all the assets of the Company or of more than 50%
of the then outstanding stock of the Company to another corporation or other
entity, the Option granted hereunder shall terminate; provided, however, that:
(i) each Option for which no option has been tendered by the surviving
corporation in accordance with all of the terms of provision (ii) immediately
below shall, within five days before the effective date of such dissolution or
liquidation, merger or consolidation or sale of assets in which the Company is
not the surviving corporation or sale of stock, become fully exercisable; or
(ii) in its sole and absolute discretion, the surviving corporation may, but
shall not be so obligated to, tender to any Optionee, an option to purchase
shares of the surviving corporation, and such new option or options shall
contain such terms and provisions as shall be required substantially to preserve
the rights and benefits of this Option.
6. NON-TRANSFERABILITY. The Option is not assignable or transferable by
the Optionee, either voluntarily or by operation of law, otherwise than by will
or by the laws of descent and distribution, and is exercisable, during the
Optionee's lifetime, only by the Optionee. Upon any attempted transfer of this
Option contrary to the provisions hereof, the Board of Directors may, at its
discretion, terminate this Option.
7. NO STOCKHOLDER RIGHTS. The Optionee or other person entitled to
exercise this Option shall have no rights or privileges as a stockholder with
respect to any Shares subject hereto until the Optionee or such person has
become the holder of record of such Shares, and no adjustment (except such
adjustment as may be effected pursuant to the provisions of Section 4 hereof)
shall be made for dividends or distributions of rights in respect of such Shares
if the record date is prior to the date on which the Optionee or such person
becomes the holder of record.
3
<PAGE>
8. METHOD OF ACCEPTANCE. This Agreement is addressed to the Optionee in
duplicate and shall not be effective until the Optionee has executed the
acceptance below and returned one copy to the Company, thereby acknowledging
that he has read and agreed to all the terms and conditions of this Agreement.
Executed by the Company as of this 5th day of September, 1996.
GREATER CHINA CORPORATION
a Delaware corporation
By: /s/ John W. Allen
--------------------------------------
John W. Allen
Chief Executive Officer
ACCEPTED:
("Optionee")
By: /s/ Alvin M. Rosen September 9, 1996
--------------------------- ----------------------------
Alvin M. Rosen Date
4
<PAGE>
EXHIBIT 4.5
GREATER CHINA CORPORATION
a Delaware corporation
NON-QUALIFIED STOCK OPTION AGREEMENT
Matthias & Berg LLP October 14, 1996
- ------------------------- -------------------
Name of Optionee Date Option Granted
515 South Flower Street
7th Floor
Los Angeles, California 90071
- -----------------------------
Residence Address No. 004
This Agreement ("Agreement") is made as of the date set forth above between
Greater China Corporation, a Delaware corporation (hereinafter the "Company"),
and the optionee named above (hereinafter "Optionee"). The option granted by
this Agreement is designated a "Non-Qualified Option" granted pursuant to the
Greater China Corporation 1996 Consultants Stock Option Plan dated September 4,
1996 (the "Plan").
1. GRANT OF OPTION. Pursuant to and subject to the terms and conditions
of the Agreement, the Company grants to the Optionee, a consultant to the
Company, the right and option (the "Option") to purchase at $0.75 per share on
the terms and conditions hereinafter set forth all or any part of an aggregate
of 50,000 shares (the "Shares") of the currently authorized and unissued Common
Stock, par value $0.02 per share. The Option shall be exercisable, in whole or
in part, during the period commencing with the date on which it is granted and
ending on March 31, 1997.
Nothing contained herein shall be construed to limit or restrict the right
of the Company or a parent or subsidiary corporation of the Company to terminate
the Optionee's services for the Company.
2. METHOD OF EXERCISE. The Option may be exercised pursuant thereto by
written notice to the Company stating the number of shares with respect to which
the Option is being exercised, together with payment in full, by cancellation of
indebtedness for services rendered to the Company, of the purchase price for the
number of Shares being purchased. Optionee hereby acknowledges that, as of the
date this Agreement, the aggregate exercise price for the Options reflects the
full amount owing by the Company for services rendered or otherwise, and that
these Options represent satisfaction in full of all amounts owing by the Company
to Optionee. If requested by the Board of Directors, prior to the delivery of
any Shares, the Optionee shall supply the Board of Directors with a
representation that the Shares are not being acquired with a view to
distribution and will be sold or otherwise disposed of only in accordance with
applicable federal and state statutes, rules and regulations.
<PAGE>
As soon after the notice of exercise as the Company is reasonably able to
comply, the Company shall, without payment of any transfer or issue tax by the
Optionee, deliver to the Optionee or any such other person, at the main office
of the Company or such other place as shall be mutually acceptable, a
certificate or certificates for the Shares being purchased upon exercise of the
Option. Notwithstanding the foregoing, the Company shall have the right to
postpone the time of delivery of the Shares for such period as may be required
for it with reasonable diligence to comply with any applicable listing
requirements of any national securities exchange or any federal, state or local
law. The Optionee may exercise the Option for less than the total number of
Shares for which the Option is then exercisable, provided that a partial
exercise may not be for fewer than 100 Shares, unless the remaining shares
exercisable under the Option is for less than 100 Shares. The Option may be
exercisable for whole Shares only.
3. TERMINATION OF OPTION. The Option shall terminate and expire
immediately and in total upon the earlier of:
(a) The Expiration Date of the Option as specified in Section 1 of
this Agreement; or
(b) The date of termination of the Option pursuant to Section 5
hereof.
This Option shall survive and be exercisable notwithstanding that Optionee shall
(i) terminate its relationship with the Company, (ii) cease to provide services
to the Company or (iii) otherwise be subject to the provisions of Sections 7(a)-
(d) of the Plan, and shall terminate only as provided in Sections 3(a) or (b) of
this Agreement.
4. ADJUSTMENTS. If there is any change in the capitalization of the
Company affecting in any manner the number or kind of outstanding shares of
Common Stock of the Company, whether by stock dividend, stock split,
reclassification or recapitalization of such stock, or because the Company has
merged or consolidated with one or more other corporations (and provided the
Option does not thereby terminate pursuant to Section 5 hereof), then the number
and kind of shares then subject to the Option and the price to be paid therefor
shall be appropriately adjusted by the Board of Directors; PROVIDED, HOWEVER,
that in no event shall any such adjustment result in the Company's being
required to sell or issue any fractional shares. Any such adjustment shall be
made without change in the aggregate purchase price applicable to the
unexercised portion of the Option, but with an appropriate adjustment to the
price of each Share or other unit of security covered by this Option.
2
<PAGE>
5. CESSATION OF CORPORATE EXISTENCE. Notwithstanding any other provision
of this Option, upon the dissolution or liquidation of the Company, the
reorganization, merger or consolidation of the Company with one or more
corporations as a result of which the Company is not the surviving corporation,
or the sale of substantially all the assets of the Company or of more than 50%
of the then outstanding stock of the Company to another corporation or other
entity, the Option granted hereunder shall terminate; provided, however, that:
(i) each Option for which no option has been tendered by the surviving
corporation in accordance with all of the terms of provision (ii) immediately
below shall, within five days before the effective date of such dissolution or
liquidation, merger or consolidation or sale of assets in which the Company is
not the surviving corporation or sale of stock, become fully exercisable; or
(ii) in its sole and absolute discretion, the surviving corporation may, but
shall not be so obligated to, tender to any Optionee, an option to purchase
shares of the surviving corporation, and such new option or options shall
contain such terms and provisions as shall be required substantially to preserve
the rights and benefits of this Option.
6. NON-TRANSFERABILITY. The Option is not assignable or transferable by
the Optionee, either voluntarily or by operation of law, otherwise than by will
or by the laws of descent and distribution, and is exercisable, during the
Optionee's lifetime, only by the Optionee. Upon any attempted transfer of this
Option contrary to the provisions hereof, the Board of Directors may, at its
discretion, terminate this Option.
7. NO STOCKHOLDER RIGHTS. The Optionee or other person entitled to
exercise this Option shall have no rights or privileges as a stockholder with
respect to any Shares subject hereto until the Optionee or such person has
become the holder of record of such Shares, and no adjustment (except such
adjustment as may be effected pursuant to the provisions of Section 4 hereof)
shall be made for dividends or distributions of rights in respect of such Shares
if the record date is prior to the date on which the Optionee or such person
becomes the holder of record.
3
<PAGE>
8. METHOD OF ACCEPTANCE. This Agreement is addressed to the Optionee in
duplicate and shall not be effective until the Optionee has executed the
acceptance below and returned one copy to the Company, thereby acknowledging
that he has read and agreed to all the terms and conditions of this Agreement.
Executed by the Company as of this 14th day of October, 1996.
GREATER CHINA CORPORATION
a Delaware corporation
By: /s/ John W. Allen
--------------------------------
John W. Allen
Chief Executive Officer
ACCEPTED:
("Optionee")
MATTHIAS & BERG LLP
By: /s/ Michael R. Matthias October 14, 1996
------------------------------ ------------------------
Michael R. Matthias Date
Partner
4
<PAGE>
Exhibit 4.6
GREATER CHINA CORPORATION
a Delaware corporation
NON-QUALIFIED STOCK OPTION AGREEMENT
Silkroad, Inc. October 14, 1996
- ---------------------------- -------------------
Name of Optionee Date Option Granted
20 East 63rd Street
New York, New York 10021
- ----------------------------
Residence Address No. 005
This Agreement ("Agreement") is made as of the date set forth above between
Greater China Corporation, a Delaware corporation (hereinafter the "Company"),
and the optionee named above (hereinafter "Optionee"). The option granted by
this Agreement is designated a "Non-Qualified Option" granted pursuant to the
Greater China Corporation 1996 Consultants Stock Option Plan dated September 4,
1996 (the "Plan").
1. GRANT OF OPTION. Pursuant to and subject to the terms and conditions
of the Agreement, the Company grants to the Optionee, a consultant to the
Company, the right and option (the "Option") to purchase at $0.75 per share on
the terms and conditions hereinafter set forth all or any part of an aggregate
of 50,000 shares (the "Shares") of the currently authorized and unissued Common
Stock, par value $0.02 per share. The Option shall be exercisable, in whole or
in part, during the period commencing with the date on which it is granted and
ending on December 31, 1996.
Nothing contained herein shall be construed to limit or restrict the right
of the Company or a parent or subsidiary corporation of the Company to terminate
the Optionee's services for the Company.
2. METHOD OF EXERCISE. The Option may be exercised pursuant thereto by
written notice to the Company stating the number of shares with respect to which
the Option is being exercised, together with payment in full, by cancellation of
indebtedness for services rendered to the Company, of the purchase price for the
number of Shares being purchased. Optionee hereby acknowledges that, as of the
date this Agreement, the aggregate exercise price for the Options reflects the
full amount owing by the Company for services rendered or otherwise, and that
these Options represent satisfaction in full of all amounts owing by the Company
to Optionee. If requested by the Board of Directors, prior to the delivery of
any Shares, the Optionee shall supply the Board of Directors with a
representation that the Shares are not being acquired with a view to
distribution and will be sold or otherwise disposed of only in accordance with
applicable federal and state statutes, rules and regulations.
<PAGE>
As soon after the notice of exercise as the Company is reasonably able to
comply, the Company shall, without payment of any transfer or issue tax by the
Optionee, deliver to the Optionee or any such other person, at the main office
of the Company or such other place as shall be mutually acceptable, a
certificate or certificates for the Shares being purchased upon exercise of the
Option. Notwithstanding the foregoing, the Company shall have the right to
postpone the time of delivery of the Shares for such period as may be required
for it with reasonable diligence to comply with any applicable listing
requirements of any national securities exchange or any federal, state or local
law. The Optionee may exercise the Option for less than the total number of
Shares for which the Option is then exercisable, provided that a partial
exercise may not be for fewer than 100 Shares, unless the remaining shares
exercisable under the Option is for less than 100 Shares. The Option may be
exercisable for whole Shares only.
3. TERMINATION OF OPTION. The Option shall terminate and expire
immediately and in total upon the earlier of:
(a) The Expiration Date of the Option as specified in Section 1 of
this Agreement; or
(b) The date of termination of the Option pursuant to Section 5
hereof.
This Option shall survive and be exercisable notwithstanding that Optionee shall
(i) terminate its relationship with the Company, (ii) cease to provide services
to the Company or (iii) otherwise be subject to the provisions of Sections 7(a)-
(d) of the Plan, and shall terminate only as provided in Sections 3(a) or (b) of
this Agreement.
4. ADJUSTMENTS. If there is any change in the capitalization of the
Company affecting in any manner the number or kind of outstanding shares of
Common Stock of the Company, whether by stock dividend, stock split,
reclassification or recapitalization of such stock, or because the Company has
merged or consolidated with one or more other corporations (and provided the
Option does not thereby terminate pursuant to Section 5 hereof), then the number
and kind of shares then subject to the Option and the price to be paid therefor
shall be appropriately adjusted by the Board of Directors; PROVIDED, HOWEVER,
that in no event shall any such adjustment result in the Company's being
required to sell or issue any fractional shares. Any such adjustment shall be
made without change in the aggregate purchase price applicable to the
unexercised portion of the Option, but with an appropriate adjustment to the
price of each Share or other unit of security covered by this Option.
2
<PAGE>
5. CESSATION OF CORPORATE EXISTENCE. Notwithstanding any other provision
of this Option, upon the dissolution or liquidation of the Company, the
reorganization, merger or consolidation of the Company with one or more
corporations as a result of which the Company is not the surviving corporation,
or the sale of substantially all the assets of the Company or of more than 50%
of the then outstanding stock of the Company to another corporation or other
entity, the Option granted hereunder shall terminate; provided, however, that:
(i) each Option for which no option has been tendered by the surviving
corporation in accordance with all of the terms of provision (ii) immediately
below shall, within five days before the effective date of such dissolution or
liquidation, merger or consolidation or sale of assets in which the Company is
not the surviving corporation or sale of stock, become fully exercisable; or
(ii) in its sole and absolute discretion, the surviving corporation may, but
shall not be so obligated to, tender to any Optionee, an option to purchase
shares of the surviving corporation, and such new option or options shall
contain such terms and provisions as shall be required substantially to preserve
the rights and benefits of this Option.
6. NON-TRANSFERABILITY. The Option is not assignable or transferable by
the Optionee, either voluntarily or by operation of law, otherwise than by will
or by the laws of descent and distribution, and is exercisable, during the
Optionee's lifetime, only by the Optionee. Upon any attempted transfer of this
Option contrary to the provisions hereof, the Board of Directors may, at its
discretion, terminate this Option.
7. NO STOCKHOLDER RIGHTS. The Optionee or other person entitled to
exercise this Option shall have no rights or privileges as a stockholder with
respect to any Shares subject hereto until the Optionee or such person has
become the holder of record of such Shares, and no adjustment (except such
adjustment as may be effected pursuant to the provisions of Section 4 hereof)
shall be made for dividends or distributions of rights in respect of such Shares
if the record date is prior to the date on which the Optionee or such person
becomes the holder of record.
3
<PAGE>
8. METHOD OF ACCEPTANCE. This Agreement is addressed to the Optionee in
duplicate and shall not be effective until the Optionee has executed the
acceptance below and returned one copy to the Company, thereby acknowledging
that he has read and agreed to all the terms and conditions of this Agreement.
Executed by the Company as of this 14th day of October, 1996.
GREATER CHINA CORPORATION
a Delaware corporation
By: /s/ John W. Allen
--------------------------
John W. Allen
Chief Executive Officer
ACCEPTED:
("Optionee")
SILKROAD, INC.
By: /s/ Elizabeth Wang October 14, 1996
------------------------- ---------------------------
Elizabeth Wang Date
President
4
<PAGE>
Exhibit 4.7
GREATER CHINA CORPORATION
a Delaware corporation
NON-QUALIFIED STOCK OPTION AGREEMENT
Warren S. Wang October 14, 1996
- ---------------------------- -------------------
Name of Optionee Date Option Granted
3 Sherwood Lane
Orangeburg, New York 10962
- ----------------------------
Residence Address No. 006
This Agreement ("Agreement") is made as of the date set forth above between
Greater China Corporation, a Delaware corporation (hereinafter the "Company"),
and the optionee named above (hereinafter "Optionee"). The option granted by
this Agreement is designated a "Non-Qualified Option" granted pursuant to the
Greater China Corporation 1996 Consultants Stock Option Plan dated September 4,
1996 (the "Plan").
1. GRANT OF OPTION. Pursuant to and subject to the terms and conditions
of the Agreement, the Company grants to the Optionee, a consultant to the
Company, the right and option (the "Option") to purchase at $0.75 per share on
the terms and conditions hereinafter set forth all or any part of an aggregate
of 5,500 shares (the "Shares") of the currently authorized and unissued Common
Stock, par value $0.02 per share. The Option shall be exercisable, in whole or
in part, during the period commencing with the date on which it is granted and
ending on December 31, 1996.
Nothing contained herein shall be construed to limit or restrict the right
of the Company or a parent or subsidiary corporation of the Company to terminate
the Optionee's services for the Company.
2. METHOD OF EXERCISE. The Option may be exercised pursuant thereto by
written notice to the Company stating the number of shares with respect to which
the Option is being exercised, together with payment in full, by cancellation of
indebtedness for services rendered to the Company, of the purchase price for the
number of Shares being purchased. Optionee hereby acknowledges that, as of the
date this Agreement, the aggregate exercise price for the Options reflects the
full amount owing by the Company for services rendered or otherwise, and that
these Options represent satisfaction in full of all amounts owing by the Company
to Optionee. If requested by the Board of Directors, prior to the delivery of
any Shares, the Optionee shall supply the Board of Directors with a
representation that the Shares are not being acquired with a view to
distribution and will be sold or otherwise disposed of only in accordance with
applicable federal and state statutes, rules and regulations.
<PAGE>
As soon after the notice of exercise as the Company is reasonably able to
comply, the Company shall, without payment of any transfer or issue tax by the
Optionee, deliver to the Optionee or any such other person, at the main office
of the Company or such other place as shall be mutually acceptable, a
certificate or certificates for the Shares being purchased upon exercise of the
Option. Notwithstanding the foregoing, the Company shall have the right to
postpone the time of delivery of the Shares for such period as may be required
for it with reasonable diligence to comply with any applicable listing
requirements of any national securities exchange or any federal, state or local
law. The Optionee may exercise the Option for less than the total number of
Shares for which the Option is then exercisable, provided that a partial
exercise may not be for fewer than 100 Shares, unless the remaining shares
exercisable under the Option is for less than 100 Shares. The Option may be
exercisable for whole Shares only.
3. TERMINATION OF OPTION. The Option shall terminate and expire
immediately and in total upon the earlier of:
(a) The Expiration Date of the Option as specified in Section 1 of
this Agreement; or
(b) The date of termination of the Option pursuant to Section 5
hereof.
This Option shall survive and be exercisable notwithstanding that Optionee shall
(i) terminate its relationship with the Company, (ii) cease to provide services
to the Company or (iii) otherwise be subject to the provisions of Sections 7(a)-
(d) of the Plan, and shall terminate only as provided in Sections 3(a) or (b) of
this Agreement.
4. ADJUSTMENTS. If there is any change in the capitalization of the
Company affecting in any manner the number or kind of outstanding shares of
Common Stock of the Company, whether by stock dividend, stock split,
reclassification or recapitalization of such stock, or because the Company has
merged or consolidated with one or more other corporations (and provided the
Option does not thereby terminate pursuant to Section 5 hereof), then the number
and kind of shares then subject to the Option and the price to be paid therefor
shall be appropriately adjusted by the Board of Directors; PROVIDED, HOWEVER,
that in no event shall any such adjustment result in the Company's being
required to sell or issue any fractional shares. Any such adjustment shall be
made without change in the aggregate purchase price applicable to the
unexercised portion of the Option, but with an appropriate adjustment to the
price of each Share or other unit of security covered by this Option.
2
<PAGE>
5. CESSATION OF CORPORATE EXISTENCE. Notwithstanding any other provision
of this Option, upon the dissolution or liquidation of the Company, the
reorganization, merger or consolidation of the Company with one or more
corporations as a result of which the Company is not the surviving corporation,
or the sale of substantially all the assets of the Company or of more than 50%
of the then outstanding stock of the Company to another corporation or other
entity, the Option granted hereunder shall terminate; provided, however, that:
(i) each Option for which no option has been tendered by the surviving
corporation in accordance with all of the terms of provision (ii) immediately
below shall, within five days before the effective date of such dissolution or
liquidation, merger or consolidation or sale of assets in which the Company is
not the surviving corporation or sale of stock, become fully exercisable; or
(ii) in its sole and absolute discretion, the surviving corporation may, but
shall not be so obligated to, tender to any Optionee, an option to purchase
shares of the surviving corporation, and such new option or options shall
contain such terms and provisions as shall be required substantially to preserve
the rights and benefits of this Option.
6. NON-TRANSFERABILITY. The Option is not assignable or transferable by
the Optionee, either voluntarily or by operation of law, otherwise than by will
or by the laws of descent and distribution, and is exercisable, during the
Optionee's lifetime, only by the Optionee. Upon any attempted transfer of this
Option contrary to the provisions hereof, the Board of Directors may, at its
discretion, terminate this Option.
7. NO STOCKHOLDER RIGHTS. The Optionee or other person entitled to
exercise this Option shall have no rights or privileges as a stockholder with
respect to any Shares subject hereto until the Optionee or such person has
become the holder of record of such Shares, and no adjustment (except such
adjustment as may be effected pursuant to the provisions of Section 4 hereof)
shall be made for dividends or distributions of rights in respect of such Shares
if the record date is prior to the date on which the Optionee or such person
becomes the holder of record.
3
<PAGE>
8. METHOD OF ACCEPTANCE. This Agreement is addressed to the Optionee in
duplicate and shall not be effective until the Optionee has executed the
acceptance below and returned one copy to the Company, thereby acknowledging
that he has read and agreed to all the terms and conditions of this Agreement.
Executed by the Company as of this 14th day of October, 1996.
GREATER CHINA CORPORATION
a Delaware corporation
By: /s/ John W. Allen
--------------------------
John W. Allen
Chief Executive Officer
ACCEPTED:
("Optionee")
By: /s/ Warren S. Wang October 14, 1996
--------------------------- -------------------------
Warren S. Wang Date
4
<PAGE>
Exhibit 4.8
GREATER CHINA CORPORATION
a Delaware corporation
NON-QUALIFIED STOCK OPTION AGREEMENT
Robert J. Law October 14, 1996
- ------------------------------- -------------------
Name of Optionee Date Option Granted
P.O. Box 515
Liberty Lake, Washington 99019
- -------------------------------
Residence Address No. 007
This Agreement ("Agreement") is made as of the date set forth above between
Greater China Corporation, a Delaware corporation (hereinafter the "Company"),
and the optionee named above (hereinafter "Optionee"). The option granted by
this Agreement is designated a "Non-Qualified Option" granted pursuant to the
Greater China Corporation 1996 Consultants Stock Option Plan dated September 4,
1996 (the "Plan").
1. GRANT OF OPTION. Pursuant to and subject to the terms and conditions
of the Agreement, the Company grants to the Optionee, a consultant to the
Company, the right and option (the "Option") to purchase at $0.75 per share on
the terms and conditions hereinafter set forth all or any part of an aggregate
of 14,000 shares (the "Shares") of the currently authorized and unissued Common
Stock, par value $0.02 per share. The Option shall be exercisable, in whole or
in part, during the period commencing with the date on which it is granted and
ending on December 31, 1996.
Nothing contained herein shall be construed to limit or restrict the right
of the Company or a parent or subsidiary corporation of the Company to terminate
the Optionee's services for the Company.
2. METHOD OF EXERCISE. The Option may be exercised pursuant thereto by
written notice to the Company stating the number of shares with respect to which
the Option is being exercised, together with payment in full, by cancellation of
indebtedness for services rendered to the Company, of the purchase price for the
number of Shares being purchased. Optionee hereby acknowledges that, as of the
date this Agreement, the aggregate exercise price for the Options reflects the
full amount owing by the Company for services rendered or otherwise, and that
these Options represent satisfaction in full of all amounts owing by the Company
to Optionee. If requested by the Board of Directors, prior to the delivery of
any Shares, the Optionee shall supply the Board of Directors with a
representation that the Shares are not being acquired with a view to
distribution and will be sold or otherwise disposed of only in accordance with
applicable federal and state statutes, rules and regulations.
<PAGE>
As soon after the notice of exercise as the Company is reasonably able to
comply, the Company shall, without payment of any transfer or issue tax by the
Optionee, deliver to the Optionee or any such other person, at the main office
of the Company or such other place as shall be mutually acceptable, a
certificate or certificates for the Shares being purchased upon exercise of the
Option. Notwithstanding the foregoing, the Company shall have the right to
postpone the time of delivery of the Shares for such period as may be required
for it with reasonable diligence to comply with any applicable listing
requirements of any national securities exchange or any federal, state or local
law. The Optionee may exercise the Option for less than the total number of
Shares for which the Option is then exercisable, provided that a partial
exercise may not be for fewer than 100 Shares, unless the remaining shares
exercisable under the Option is for less than 100 Shares. The Option may be
exercisable for whole Shares only.
3. TERMINATION OF OPTION. The Option shall terminate and expire
immediately and in total upon the earlier of:
(a) The Expiration Date of the Option as specified in Section 1 of
this Agreement; or
(b) The date of termination of the Option pursuant to Section 5
hereof.
This Option shall survive and be exercisable notwithstanding that Optionee shall
(i) terminate its relationship with the Company, (ii) cease to provide services
to the Company or (iii) otherwise be subject to the provisions of Sections 7(a)-
(d) of the Plan, and shall terminate only as provided in Sections 3(a) or (b) of
this Agreement.
4. ADJUSTMENTS. If there is any change in the capitalization of the
Company affecting in any manner the number or kind of outstanding shares of
Common Stock of the Company, whether by stock dividend, stock split,
reclassification or recapitalization of such stock, or because the Company has
merged or consolidated with one or more other corporations (and provided the
Option does not thereby terminate pursuant to Section 5 hereof), then the number
and kind of shares then subject to the Option and the price to be paid therefor
shall be appropriately adjusted by the Board of Directors; PROVIDED, HOWEVER,
that in no event shall any such adjustment result in the Company's being
required to sell or issue any fractional shares. Any such adjustment shall be
made without change in the aggregate purchase price applicable to the
unexercised portion of the Option, but with an appropriate adjustment to the
price of each Share or other unit of security covered by this Option.
2
<PAGE>
5. CESSATION OF CORPORATE EXISTENCE. Notwithstanding any other provision
of this Option, upon the dissolution or liquidation of the Company, the
reorganization, merger or consolidation of the Company with one or more
corporations as a result of which the Company is not the surviving corporation,
or the sale of substantially all the assets of the Company or of more than 50%
of the then outstanding stock of the Company to another corporation or other
entity, the Option granted hereunder shall terminate; provided, however, that:
(i) each Option for which no option has been tendered by the surviving
corporation in accordance with all of the terms of provision (ii) immediately
below shall, within five days before the effective date of such dissolution or
liquidation, merger or consolidation or sale of assets in which the Company is
not the surviving corporation or sale of stock, become fully exercisable; or
(ii) in its sole and absolute discretion, the surviving corporation may, but
shall not be so obligated to, tender to any Optionee, an option to purchase
shares of the surviving corporation, and such new option or options shall
contain such terms and provisions as shall be required substantially to preserve
the rights and benefits of this Option.
6. NON-TRANSFERABILITY. The Option is not assignable or transferable by
the Optionee, either voluntarily or by operation of law, otherwise than by will
or by the laws of descent and distribution, and is exercisable, during the
Optionee's lifetime, only by the Optionee. Upon any attempted transfer of this
Option contrary to the provisions hereof, the Board of Directors may, at its
discretion, terminate this Option.
7. NO STOCKHOLDER RIGHTS. The Optionee or other person entitled to
exercise this Option shall have no rights or privileges as a stockholder with
respect to any Shares subject hereto until the Optionee or such person has
become the holder of record of such Shares, and no adjustment (except such
adjustment as may be effected pursuant to the provisions of Section 4 hereof)
shall be made for dividends or distributions of rights in respect of such Shares
if the record date is prior to the date on which the Optionee or such person
becomes the holder of record.
3
<PAGE>
8. METHOD OF ACCEPTANCE. This Agreement is addressed to the Optionee in
duplicate and shall not be effective until the Optionee has executed the
acceptance below and returned one copy to the Company, thereby acknowledging
that he has read and agreed to all the terms and conditions of this Agreement.
Executed by the Company as of this 14th day of October, 1996.
GREATER CHINA CORPORATION
a Delaware corporation
By: /s/ John W. Allen
--------------------------
John W. Allen
Chief Executive Officer
ACCEPTED:
("Optionee")
By: /s/ Robert J. Law October 14, 1996
-------------------------- --------------------------
Robert J. Law Date
4
<PAGE>
Exhibit 5.1
October 16, 1996
Greater China Corporation
27 East 61st Street
Third Floor
New York, New York 10021
RE: REGISTRATION STATEMENT ON FORM S-8
GREATER CHINA CORPORATION
----------------------------------
Gentlemen:
We are acting as counsel for Greater China Corporation, a Delaware
corporation (the "Company"), in connection with the registration under the
Securities Act of 1933, as amended (the "Act"), of the offering and sale of up
to 350,000 shares (the "Shares") of the Company's common stock, par value $0.02
per share (the "Common Stock) reserved for issuance under the Company's 1996
Consultants Stock Option Plan, dated as of September 4, 1996 (the "Plan") and
pursuant to the non-qualified stock option agreements between the Company and:
(i) KCSA, Inc., dated September 5, 1996, (ii) Al Greco, Esq., dated September 5,
1996, (iii) Alvin M. Rosen, dated September 5, 1996, (iv) Matthias & Berg LLP,
dated October 14, 1996, (v) Silkroad, Inc., dated October 14, 1996, (vi) Warren
Wang, dated October 14, 1996, and (vii) Robert J. Law, dated October 14, 1996
(collectively, the "Contracts"). A Registration Statement on Form S-8 covering
the Shares (the "Registration Statement") is being filed under the Act with the
Securities and Exchange Commission.
In rendering the opinions expressed herein, we have reviewed such
matters of law as we have deemed necessary and have examined copies of such
agreements, instruments, documents and records as we have deemed relevant.
In rendering the opinions expressed herein, we have assumed the
genuineness and authenticity of all documents examined by us and of all
signatures thereon, the legal capacity of all natural persons executing such
documents, the conformity to original documents of all documents submitted to us
as certified or conformed copies or photocopies and the completeness and
accuracy of the certificates of public officials examined by us. We have made
no independent factual investigation with regard to any such matters.
<PAGE>
Greater China Corporation
October 16, 1996
Page 2
Based upon the foregoing, it is our opinion that the Shares, when sold
in accordance with the terms of the Plan and Contracts, will be legally issued,
fully paid and non-assessable.
The opinions expressed herein are limited to matters involving the
federal laws of the United States.
We hereby consent to the use of this opinion as an exhibit to the
Registration Statement and to the reference to our firm therein under the
caption "Interests of Named Experts and Counsel."
Respectfully submitted,
MATTHIAS & BERG LLP
<PAGE>
Exhibit 24.2
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
We have issued our report dated February 21, 1996, accompanying the
consolidated financial statements incorporated by reference of Greater China
Corporation on Form 10-KSB for the year ended September 30, 1995. We hereby
consent to the incorporation by reference of said report in the Registration
Statement of Greater China Corporation on Form S-8.
Parsippany, New Jersey GRANT THORNTON LLP
October 14, 1996
