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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION OMB APPROVAL
Washington, D.C. 20549 ----------------------
OMB Number: 33235-0145
Expires: October 31, 1995
Estimated average burden
hours per form.......14.90
SCHEDULE 13D/A
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UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 6 )*
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Seattle FilmWorks, Inc.**
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(Name of Issuer)
Common Stock
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(Title of Class of Securities)
81257210**
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(CUSIP Number)
Gary Christophersen, 1260 16th Avenue West, Seattle, WA 98119 (206) 281-1390
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(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications)
October 1, 1998
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box
[_].
NOTE: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Rule 13d-7(b) for other
parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
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but shall be subject to all other provisions of the Act (however, see the
Notes).
** Formerly American Passage Marketing Corporation, CUSIP #02882810
(Name Change in February, 1989)
SCHEDULE 13D
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CUSIP NO. 81257210 PAGE 2 OF ___ PAGES
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NAME OF REPORTING PERSON
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Gary R. Christophersen
SS ####-##-####
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [_]
2 (b) [_]
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SEC USE ONLY
3
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SOURCE OF FUNDS*
4
PF
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
5 PURSUANT TO ITEMS 2(d) OR(e) [_]
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CITIZENSHIP OR PLACE OR ORGANIZATION
6
U.S.A
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SOLE VOTING POWER 399,626.75
7 This amount represents 25,311.75 shares of Common
Stock subject to purchase by Mr. Christophersen under
options currently exercisable and exercisable
NUMBER OF within 60 days of October 1, 1998 and 374,315
SHARES shares of Common Stock held solely in Mr.
Christophersen's name.
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SHARED VOTING POWER 467,088.3
BENEFICIALLY 8 Mr. Christophersen holds these shares in joint
tenancy with his wife.
OWNED BY
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EACH SOLE DISPOSITIVE POWER 399,626.75
9 This amount represents shares of Common Stock
REPORTING subject to purchase by Mr. Christophersen under
options currently exercisable and exercisable
within 60 days of October 1, 1998 and 374,315
shares of Common Stock held solely in Mr.
Christophersen's name.
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER 467,088.3
WITH 10 Mr. Christophersen holds these shares in joint
tenancy with his wife.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 866,715
11 (includes 25,311.75 shares of Common Stock subject to purchase by Mr.
Christophersen under options currently exercisable and exercisable
within 60 days of October 1, 1998)
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
12 [_]
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
5.2%
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TYPE OF REPORTING PERSON*
14 IN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
SCHEDULE 13D
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Note: Share amounts given in this report are adjusted, where appropriate, to
reflect the 2-for-1 stock split of the Issuer's Common Stock, effective March
16, 1994, the 3-for-2 stock split of the Issuer's Common Stock, effective March
15, 1995, the 3-for-2 stock split of the Issuer's Common Stock, effective March
15, 1996 and the 3-for-2 stock split of the Issuer's Common Stock, effective
March 17, 1997.
AMENDMENT #6
------------
This Amendment #6, to the Schedule 13D effective as of September 22, 1989,
shows that Gary Christophersen's beneficial ownership of common stock (the
"Common Stock") of Seattle FilmWorks, Inc. (the "Issuer") has decreased from
6.3% at February 29, 1996 to 5.2% as of October 1, 1998. The change in Mr.
Christophersen's beneficial ownership is due to several unrelated transactions,
no one of which involved an increase or decrease of more than 1% of the Common
Stock, including (i) the vesting of options to purchase 25,312.5 shares of
Common Stock (occurring on March 24, 1996), (ii) the sale by Mr. Christophersen
of 18,750 shares on the open market (occurring on December 6, 1996), (iii) the
sale by Mr. Christophersen of 4,500 shares on the open market (occurring on
December 9, 1996), (iv) the sale by Mr. Christophersen of 2,250 shares on the
open market (occurring on December 10, 1996), (v) the sale by Mr. Christophersen
of 12,000 shares on the open market (occurring on December 12, 1996), (vi) the
gift by Mr. Christophersen of 17,370 shares (occurring on December 17, 1996),
(vii) the vesting of options to purchase 8,437.5 shares of Common Stock
(occurring on March 6, 1997), (viii) the sale by Mr. Christophersen of 5,250
shares on the open market (occurring on March 10, 1997), (ix) the sale by Mr.
Christophersen of 9,750 shares on the open market (occurring on March 14,
1997),(x) the vesting of options to purchase 25,313 shares of Common Stock
(occurring on March 24, 1997),(xi) the sale by Mr. Christophersen of 25,000
shares on the open market (occurring on May 22, 1997), (xii) the sale by Mr.
Christophersen of 25,000 shares (occurring on May 23, 1997), (xiii) the exercise
by Mr. Christophersen of an option to purchase 25,000 shares (occurring on May
30, 1997), (xiv) the exercise by Mr. Christophersen of an option to purchase
25,625 shares (occurring on June 4, 1997), (xv) the exercise by Mr.
Christophersen of an option to purchase 50,000 shares (occurring on September
15, 1997), (xvi) the exercise by Mr. Christophersen of an option to purchase
50,000 shares (occurring on October 7, 1997), (xvii) the exercise by Mr.
Christophersen of an option to purchase 100,000 shares and the withholding by or
surrender to the Issuer of 42,303 shares in connection with such exercise, (xix)
the vesting of options to purchase 16,875 shares of Common Stock (occurring on
March 6, 1998), (xx) the sale by Mr. Christophersen of 5,000 shares on the open
market (occurring on April 27, 1998), (xxi) the sale by Mr. Christophersen of
<PAGE>
30,000 shares on the open market (occurring on April 28, 1998, (xxii) the sale
by Mr. Christophersen of 15,000 shares on the open market (occurring on April
29, 1998), (xxiii) the sale by Mr. Christophersen of 15,000 shares (occurring on
April 30, 1998), (xiv) the sale by Mr. Christophersen of 2,000 shares on the
open market (occurring on May 19, 1998), (xxv) the sale by Mr. Christophersen of
2,000 shares (occurring on May 20, 1998), (xxvi) the exercise by Mr.
Christophersen of an option to purchase 60,000 shares (occurring on June 10,
1998) and (xxvii) the exercise by Mr. Christophersen of an option to purchase
47,808 shares (occurring on August 21, 1998).
Item 1. Security and Issuer.
No change.
Item 2. Identity and Background.
No change.
Item 3. Source and Amount of Funds or Other Consideration.
On December 6, 1996, Mr. Christophersen sold 18,750 shares on the open
market. The funds received by Mr. Christophersen became his personal funds.
On December 9, 1996, Mr. Christophersen sold 4,500 shares on the open
market. The funds received by Mr. Christophersen became his personal funds.
On December 10, 1996, Mr. Christophersen sold 2,250 shares on the open
market. The funds received by Mr. Christophersen became his personal funds.
On December 12, 1996, Mr. Christophersen sold 12,000 shares on the open
market. The funds received by Mr. Christophersen became his personal funds.
On December 17, 1996, Mr. Christophersen gifted 17,370 shares. Mr.
Christophersen received no funds as a result of such gift.
On March 10, 1997, Mr. Christophersen sold 5,250 shares on the open
market. The funds received by Mr. Christophersen became his personal funds.
On March 14, 1997, Mr. Christophersen sold 9,750 shares on the open
market. The funds received by Mr. Christophersen became his personal funds.
On May 22, 1997, Mr. Christophersen sold 25,000 shares on the open
market. The funds received by Mr. Christophersen became his personal funds.
On May 23, 1997, Mr. Christophersen sold 25,000 shares on the open
market. The funds received by Mr. Christophersen became his personal funds.
On May 30, 1997, Mr. Christophersen exercised an option to purchase
25,000 shares. Mr. Christophersen used his personal funds to pay for such
shares.
On June 4, 1997, Mr. Christophersen exercised an option to purchase
25,625 shares. Mr. Christophersen used his personal funds to pay for such
shares.
On September 15, 1997, Mr. Christophersen exercised an option to
purchase 50,000 shares. Mr. Christophersen used his personal funds to pay for
such shares.
On October 7, 1997, Mr. Christophersen exercised an option to purchase
50,000 shares. Mr. Christophersen used his personal funds to pay for such
shares.
On November 25, 1997, Mr. Christophersen exercised an option to purchase
100,000 shares. Pursuant to the terms of the option, the Issuer withheld 42,303
shares issuable to Mr. Christophersen pursuant to this option to pay the
<PAGE>
exercise price of the option and Mr. Christophersen's federal income tax
obligations with respect to the exercise.
On April 27, 1998, Mr. Christophersen sold 5,000 shares on the open
market. The funds received by Mr. Christophersen became his personal funds.
On April 28, 1998, Mr. Christophersen sold 30,000 shares on the open
market. The funds received by Mr. Christophersen became his personal funds.
On April 29, 1998, Mr. Christophersen sold 15,000 shares on the open
market. The funds received by Mr. Christophersen became his personal funds.
On April 30, 1998, Mr. Christophersen sold 15,000 shares on the open
market. The funds received by Mr. Christophersen became his personal funds.
On May 19, 1998, Mr. Christophersen sold 2,000 shares on the open
market. The funds received by Mr. Christophersen became his personal funds.
On May 20, 1998, Mr. Christophersen sold 2,000 shares on the open
market. The funds received by Mr. Christophersen became his personal funds.
On June 10, 1998, Mr. Christophersen exercised an option to purchase
60,000 shares. Mr. Christophersen used his personal funds to pay for such
shares.
On August 21, 1998, Mr. Christophersen exercised an option to purchase
47,808 shares. Mr. Christophersen used his personal funds to pay for such
shares.
In consideration of Mr. Christophersen's continuing service to the
Issuer, the Issuer periodically grants to him options to purchase Common Stock.
As of October 1, 1998, Mr. Christophersen held options to purchase 25,311.75
shares of Common Stock that were currently exercisable or exercisable within 60
days. Should Mr. Christophersen choose to exercise all or part of these options,
he anticipates that he would use his personal funds.
Item 4. Purpose of Transaction.
No change.
Item 5. Interest in securities of the Issuer.
(a) As of October 1, 1998, Gary Christophersen beneficially owned 5.2%
(866,715 shares) of the outstanding stock of the Issuer, which
includes 25,311.75 shares of Common Stock subject to purchase by Mr.
Christophersen under options currently exercisable and exercisable
within 60 days of October 1, 1998.
(b) Mr. Christophersen has shared voting and investment power with respect
to 467,088.3 shares of Common Stock (Mr. Christophersen holds these
shares in joint tenancy with his wife), and sole voting and investment
power with respect to 399,626.75 shares of Common Stock, 25,311.75
shares of which are subject to purchase by Mr. Christophersen under
options currently exercisable and exercisable within 60 days of
October 1, 1998. Should Mr. Christophersen exercise his options to
purchase Common Stock when all of his options become exercisable
within 60 days of October 1, 1998, he will have sole voting and
investment power with respect to 424,938.5 shares of Common Stock.
(c) On August 21, 1998, Mr. Christophersen exercised options to purchase
47,808 shares of Common Stock at an exercise price of $5.125 per
share. Mr. Christophersen used his personal funds to pay for such
shares.
(d) No change.
(e) Not applicable.
<PAGE>
Item 6. Contracts, Arrangements, Understandings or Relationships with respect
to Securities of the Issuer.
On March 6, 1996, the Issuer granted to Mr. Christophersen an option to
purchase 33,750 shares of Common Stock, 25% (8,437.5 shares) of which become
vested on each anniversary of the date of grant beginning March 6, 1997. The
Issuer and Mr. Christophersen entered into an Option Agreement, dated as of
March 6, 1996, setting forth the terms of such option.
On March 5, 1997, the Issuer granted to Mr. Christophersen an option to
purchase 33,750 shares of Common Stock, 25% (8,437.5 shares) of which become
vested on each anniversary of the date of grant beginning March 5, 1998. The
Issuer and Mr. Christophersen entered into an Option Agreement, dated as of
March 5, 1997, setting forth the terms of such option.
On March 4, 1998, the Issuer granted to Mr. Christophersen an option to
purchase 33,750 shares of Common Stock, 25% (8,437.5 shares) of which become
vested on each anniversary of the date of grant beginning March 4, 1999. The
Issuer and Mr. Christophersen entered into an Option Agreement, dated as of
March 4, 1998, setting forth the terms of such option.
Mr. Christophersen has no rights as a shareholder with respect to any
shares represented by the options until he exercises the option and becomes a
recordholder of the underlying shares, and he may not transfer, assign, pledge
or hypothecate the options in any manner, other than by the laws of descent and
distribution.
Item 7. Material to be Filed as Exhibits.
Exhibit 99.A - Stock Option Agreement, dated as of March 6, 1996, by
and between the Issuer and Mr. Christophersen.
Exhibit 99.B - Stock Option Agreement, dated as of March 5, 1997, by
and between the Issuer and Mr. Christophersen.
Exhibit 99.C - Stock Option Agreement, dated as of March 4, 1998, by
and between the Issuer and Mr. Christophersen.
Signature.
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
October 1, 1998
_________________________________
Date
/s/ Gary R. Christophersen
____________________________________
Signature
Gary R. Christophersen
------------------------------------
<PAGE>
EXHIBIT 99.A
STOCK OPTION #11019
SEATTLE FILMWORKS, INC.
STOCK OPTION AGREEMENT
----------------------
THIS OPTION AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE HEREOF
HAVE NOT BEEN REGISTERED UNDER STATE OR FEDERAL SECURITIES LAWS. THIS OPTION MAY
NOT BE TRANSFERRED EXCEPT BY WILL OR UNDER THE LAWS OF DESCENT AND DISTRIBUTION.
THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE HEREOF MAY NOT BE OFFERED OR
SOLD, PLEDGED (EXCEPT A PLEDGE PURSUANT TO THE TERMS OF WHICH ANY OFFER OR SALE
UPON FORECLOSURE WOULD BE MADE IN A MANNER THAT WOULD NOT VIOLATE THE
REGISTRATION PROVISIONS OF FEDERAL OR STATE SECURITIES LAWS) OR OTHERWISE
DISTRIBUTED FOR VALUE, NOR MAY THE SHARES OF COMMON STOCK ISSUED UPON EXERCISE
HEREOF BE TRANSFERRED ON THE BOOKS OF THE COMPANY, WITHOUT AN OPINION OF
COUNSEL, CONCURRED IN BY COUNSEL FOR THE COMPANY, THAT NO VIOLATION OF SAID
REGISTRATION PROVISIONS WOULD RESULT THEREFROM.
THIS AGREEMENT is entered into as of March 4, 1998 (the "Date of Grant"
between Seattle FilmWorks, Inc. Corporation, a Washington corporation (the
"Corporation"), Gary Christophersen (the "Optionee").
WITNESSETH THAT:
WHEREAS, the corporation has approved and adopted the 1987 Stock Option
Plan (the "Plan"), pursuant to which the Board of Directors is authorized to
grant to employees of the Corporation and other persons who are involved in the
Corporation's business, stock options to purchase common stock, $.01 par value,
of the Corporation (the "Common Stock");
WHEREAS, the Board of Directors authorized the grant to the Optionee of an
option to purchase 33,750 shares of Common Stock (the "Option");
NOW, THEREFORE, the Corporation agrees to offer to the Optionee the option
to purchase, upon the terms and conditions set forth herein and in the Plan,
33,750 shares of Common Stock.
1. Exercise Price. The exercise price for the Option shall be $9.0625
per share.
2. Vesting Schedule.
(a) The option vests and is exercisable as follows:
25% on the date one (1) year from the Date of Grant, 50% on the date two
(2) years from the Date of Grant, 75% on the date three (3) years from the Date
of Grant, and 100% on the date four (4) years from the Date of Grant.
<PAGE>
Vesting will cease on the Optionee's date of Termination of Employment with
the Corporation or in the case of Optionees who are not employees of the
Corporation, the date that the Optionee ceases to provide services to or on
behalf of the Corporation.
The vesting schedule for the Option is subject to acceleration in
accordance with the provisions of Section 5 (f) of the Plan.
3. Option Not Transferable. The Option is not transferable except by
will or the laws of descent and distribution.
4. Investment Intent. By accepting this Option, Optionee represents and
agrees for himself, and all persons who acquire rights in this Option in
accordance with the Plan through Optionee, that none of the shares of Common
Stock purchased upon exercise of this option will be distributed in violation of
applicable federal and state laws and regulations, and Optionee shall furnish
evidence satisfactory to the Corporation (including written and signed
representation letter and a consent to be bound by all transfer restrictions
imposed by applicable law, legend condition, or otherwise) to that effect, prior
to delivery of the purchased shares of Common Stock.
5. Termination of Option. A vested Option shall terminate, to the extent
not previously exercised, upon the occurrence of the first of the following
events:
(i) five years from the date of grant;
(ii) the expiration of 95 days from the date of the Optionee's
termination of employment with the Corporation (190 days if the Optionee is an
officer or director of the Corporation) for any reason other than death or
disability, or in the case of Optionees who are not employees of the
Corporation, the expiration of 95 days from the date that the Optionee ceases to
provide services to or on behalf of the Corporation; or
(iii) the expiration of one year from (A) the date of death of
the Optionee or (B) cessation of employment or provision of services by reason
of disability (as defined at Section 105 (d) (4) of the Internal Revenue Code
1986, as amended).
Other than pursuant to the provisions of Section 5 (f) of the Plan, each
unvested Option granted pursuant hereto shall terminate upon the Optionee's
termination of employment for any reason whatsoever including death or
disability.
6. Stock. In the case of any stock split, stock dividend or like change
in the nature of shares granted by this Agreement, the number of shares and
option price shall be proportionately adjusted as set forth in Section 5 (m) of
the Plan.
<PAGE>
7. Exercise of Option. Each exercise of this Option shall be by means of
a written notice of exercise delivered to the Secretary of the Corporation at
its principal executive office in Seattle, Washington, specifying the number of
shares of Common Stock to be purchased and accompanied by payment in cash, by
certified or cashier's check payable to the order of the Corporation of the
aggregate exercise price for the Common Stock to be purchased. In addition, an
Optionee may pay for all or any Stock purchased upon the exercise of an Option
by delivering to the Corporation shares of Stock previously held by such
optionee or, with the permission of the Committee, by having shares withheld
from the amount of shares of Stock to be received by the optionee. The shares of
Stock received by the Corporation or withheld by the Corporation as payment for
shares of Stock purchased shall have a fair market value (as established by the
Board of Directors) equal to the aggregate option exercise price (or portion
thereof). The Optionee agrees that he will also pay to the Corporation the
amount necessary for the Corporation to satisfy its withholding obligation
imposed by the Internal Revenue Code of 1986.
8. Optionee Acknowledgements: Optionee acknowledges that he has read and
understands the terms of this Agreement and that:
(a) The issuance of shares of Common Stock pursuant to the exercise
of this Option, and any resale of the shares of Common Stock, may only be
effected in compliance with applicable state and federal laws and regulations;
(b) He/she is not entitled to any rights as a shareholder with
respect to any shares of Common Stock issuable hereunder until he/she becomes a
shareholder of record;
(c) The share of Common Stock subject hereto may be adjusted in the
event of certain organic changes in the capital structure of the corporation or
for any other reason permitted by the plan;
(d) This Agreement does not constitute an employment agreement nor
does it entitle Optionee to any specific employment or to employment for a
period of time and that Optionee's continued employment if any, with the
Corporation shall be at will and is subject to termination in accordance with
the corporation's prevailing policies and any other agreement between Optionee
and the Corporation; and
(e) This Option shall not be treated as an Incentive Stock Option
("ISO").
<PAGE>
9. Professional Advice. The acceptance and exercise of the Option and
the sale of Common Stock issued pursuant to exercise of the Option may have
consequences under federal and state tax and securities laws which may vary
depending on the individual circumstances of the Optionee. Accordingly, the
Optionee acknowledges that he/she has been advised to consult his/her personal
legal and tax advisor in connection with this Agreement and his/her dealings
with respect to the Option of the Common Stock.
10. Notices. Any notice required or permitted to be made or given
hereunder shall be mailed or delivered personally to the addresses set forth
below, or as changed from time to time by written notice to the other:
Corporation: Seattle FilmWorks, Inc.
1260 16th Avenue, West
Seattle, WA 98119
Optionee: __________________________
__________________________
__________________________
11. Agreement Subject to Plan. This Option and this Agreement evidencing
and confirming the same are subject to the terms and conditions set forth in the
Plan and in any amendments to the Plan existing nor or in the future, which
terms and conditions are incorporated herein by reference. A copy will be made
available upon request. Should any conflict exist between the provisions of the
Plan and those of this Agreement, those of the Plan shall govern and control.
This Agreement comprises the entire understanding between the Corporation and
the Optionee with respect to the Option and shall be construed and enforced
under the laws of the State of Washington.
12. Reserved Shares. The Corporation hereby warrants that a sufficient
number of shares of its Common Stock have been reserved and are available to
satisfy requirements of the Plan.
Dated as of the 18th day of March 1998.
Seattle FilmWorks, Inc.
BY /s/ Gary R. Christophersen /s/ Gary R. Christophersen
Its President & CEO OPTIONEE
<PAGE>
EXHIBIT 99.B
STOCK OPTION #10015
SEATTLE FILMWORKS, INC.
STOCK OPTION AGREEMENT
----------------------
THIS OPTION AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE HEREOF
HAVE NOT BEEN REGISTERED UNDER STATE OR FEDERAL SECURITIES LAWS. THIS OPTION MAY
NOT BE TRANSFERRED EXCEPT BY WILL OR UNDER THE LAWS OF DESCENT AND DISTRIBUTION.
THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE HEREOF MAY NOT BE OFFERED OR
SOLD, PLEDGED (EXCEPT A PLEDGE PURSUANT TO THE TERMS OF WHICH ANY OFFER OR SALE
UPON FORECLOSURE WOULD BE MADE IN A MANNER THAT WOULD NOT VIOLATE THE
REGISTRATION PROVISIONS OF FEDERAL OR STATE SECURITIES LAWS) OR OTHERWISE
DISTRIBUTED FOR VALUE, NOR MAY THE SHARES OF COMMON STOCK ISSUED UPON EXERCISE
HEREOF BE TRANSFERRED ON THE BOOKS OF THE COMPANY, WITHOUT AN OPINION OF
COUNSEL, CONCURRED IN BY COUNSEL FOR THE COMPANY, THAT NO VIOLATION OF SAID
REGISTRATION PROVISIONS WOULD RESULT THEREFROM.
THIS AGREEMENT is entered into as of March 5, 1997 (the "Date of Grant"
between Seattle FilmWorks, Inc. Corporation, a Washington corporation (the
"Corporation"), Gary Christophersen (the "Optionee").
WITNESSETH THAT:
WHEREAS, the corporation has approved and adopted the 1987 Stock Option
Plan (the "Plan"), pursuant to which the Board of Directors is authorized to
grant to employees of the Corporation and other persons who are involved in the
Corporation's business, stock options to purchase common stock, $.01 par value,
of the Corporation (the "Common Stock");
WHEREAS, the Board of Directors authorized the grant to the Optionee of an
option to purchase 22,500 shares of Common Stock (the "Option");
NOW, THEREFORE, the Corporation agrees to offer to the Optionee the option
to purchase, upon the terms and conditions set forth herein and in the Plan,
22,500 shares of Common Stock.
1. Exercise Price. The exercise price for the Option shall be $18.00 per
share.
2. Vesting Schedule.
(a) The option vests and is exercisable as follows:
25% on the date one (1) year from the Date of Grant, 50% on the date two
(2) years from the Date of Grant, 75% on the date three (3) years from the Date
of Grant, and 100% on the date four (4) years from the Date of Grant.
<PAGE>
Vesting will cease on the Optionee's date of Termination of Employment with
the Corporation or in the case of Optionees who are not employees of the
Corporation, the date that the Optionee ceases to provide services to or on
behalf of the Corporation.
The vesting schedule for the Option is subject to acceleration in
accordance with the provisions of Section 5 (f) of the Plan.
3. Option Not Transferable. The Option is not transferable except by
will or the laws of descent and distribution.
4. Investment Intent. By accepting this Option, Optionee represents and
agrees for himself, and all persons who acquire rights in this Option in
accordance with the Plan through Optionee, that none of the shares of Common
Stock purchased upon exercise of this option will be distributed in violation of
applicable federal and state laws and regulations, and Optionee shall furnish
evidence satisfactory to the Corporation (including written and signed
representation letter and a consent to be bound by all transfer restrictions
imposed by applicable law, legend condition, or otherwise) to that effect, prior
to delivery of the purchased shares of Common Stock.
5. Termination of Option. A vested Option shall terminate, to the extent
not previously exercised, upon the occurrence of the first of the following
events:
(i) five years from the date of grant;
(ii) the expiration of 95 days from the date of the Optionee's termination
of employment with the Corporation (190 days if the Optionee is an officer or
director of the Corporation) for any reason other than death or disability, or
in the case of Optionees who are not employees of the Corporation, the
expiration of 95 days from the date that the Optionee ceases to provide services
to or on behalf of the Corporation; or
(iii) the expiration of one year from (A) the date of death of the
Optionee or (B) cessation of employment or provision of services by reason of
disability (as defined at Section 105 (d) (4) of the Internal Revenue Code 1986,
as amended).
Other than pursuant to the provisions of Section 5 (f) of the Plan, each
unvested Option granted pursuant hereto shall terminate upon the Optionee's
termination of employment for any reason whatsoever including death or
disability.
6. Stock. In the case of any stock split, stock dividend or like change
in the nature of shares granted by this Agreement, the number of shares and
option price shall be proportionately adjusted as set forth in Section 5 (m) of
the Plan.
<PAGE>
7. Exercise of Option. Each exercise of this Option shall be by means of
a written notice of exercise delivered to the Secretary of the Corporation at
its principal executive office in Seattle, Washington, specifying the number of
shares of Common Stock to be purchased and accompanied by payment in cash, by
certified or cashier's check payable to the order of the Corporation of the
aggregate exercise price for the Common Stock to be purchased. In addition, an
Optionee may pay for all or any Stock purchased upon the exercise of an Option
by delivering to the Corporation shares of Stock previously held by such
optionee or, with the permission of the Committee, by having shares withheld
from the amount of shares of Stock to be received by the optionee. The shares of
Stock received by the Corporation or withheld by the Corporation as payment for
shares of Stock purchased shall have a fair market value (as established by the
Board of Directors) equal to the aggregate option exercise price (or portion
thereof). The Optionee agrees that he will also pay to the Corporation the
amount necessary for the Corporation to satisfy its withholding obligation
imposed by the Internal Revenue Code of 1986.
8. Optionee Acknowledgements: Optionee acknowledges that he has read and
understands the terms of this Agreement and that:
(a) The issuance of shares of Common Stock pursuant to the exercise of
this Option, and any resale of the shares of Common Stock, may only be effected
in compliance with applicable state and federal laws and regulations;
(b) He/she is not entitled to any rights as a shareholder with respect to
any shares of Common Stock issuable hereunder until he/she becomes a shareholder
of record;
(c) The share of Common Stock subject hereto may be adjusted in the event
of certain organic changes in the capital structure of the corporation or for
any other reason permitted by the plan;
(d) This Agreement does not constitute an employment agreement nor does it
entitle Optionee to any specific employment or to employment for a period of
time and that Optionee's continued employment if any, with the Corporation shall
be at will and is subject to termination in accordance with the corporation's
prevailing policies and any other agreement between Optionee and the
Corporation; and
(e) This Option shall not be treated as an Incentive Stock Option ("ISO").
<PAGE>
9. Professional Advice. The acceptance and exercise of the Option and
the sale of Common Stock issued pursuant to exercise of the Option may have
consequences under federal and state tax and securities laws which may vary
depending on the individual circumstances of the Optionee. Accordingly, the
Optionee acknowledges that he/she has been advised to consult his/her personal
legal and tax advisor in connection with this Agreement and his/her dealings
with respect to the Option of the Common Stock.
10. Notices. Any notice required or permitted to be made or given
hereunder shall be mailed or delivered personally to the addresses set forth
below, or as changed from time to time by written notice to the other:
Corporation: Seattle FilmWorks, Inc.
1260 16th Avenue, West
Seattle, WA 98119
Optionee: __________________________
__________________________
__________________________
11. Agreement Subject to Plan. This Option and this Agreement evidencing
and confirming the same are subject to the terms and conditions set forth in the
Plan and in any amendments to the Plan existing nor or in the future, which
terms and conditions are incorporated herein by reference. A copy will be made
available upon request. Should any conflict exist between the provisions of the
Plan and those of this Agreement, those of the Plan shall govern and control.
This Agreement comprises the entire understanding between the Corporation and
the Optionee with respect to the Option and shall be construed and enforced
under the laws of the State of Washington.
12. Reserved Shares. The Corporation hereby warrants that a sufficient
number of shares of its Common Stock have been reserved and are available to
satisfy requirements of the Plan.
Dated as of the 10th day of April 1997.
Seattle FilmWorks, Inc.
BY /s/ Gary R. Christophersen /s/ Gary R. Christophersen
Its President & CEO OPTIONEE
<PAGE>
EXHIBIT 99.C
STOCK OPTION #9623
SEATTLE FILMWORKS, INC.
STOCK OPTION AGREEMENT
----------------------
THIS OPTION AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE HEREOF
HAVE NOT BEEN REGISTERED UNDER STATE OR FEDERAL SECURITIES LAWS. THIS OPTION MAY
NOT BE TRANSFERRED EXCEPT BY WILL OR UNDER THE LAWS OF DESCENT AND DISTRIBUTION.
THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE HEREOF MAY NOT BE OFFERED OR
SOLD, PLEDGED (EXCEPT A PLEDGE PURSUANT TO THE TERMS OF WHICH ANY OFFER OR SALE
UPON FORECLOSURE WOULD BE MADE IN A MANNER THAT WOULD NOT VIOLATE THE
REGISTRATION PROVISIONS OF FEDERAL OR STATE SECURITIES LAWS) OR OTHERWISE
DISTRIBUTED FOR VALUE, NOR MAY THE SHARES OF COMMON STOCK ISSUED UPON EXERCISE
HEREOF BE TRANSFERRED ON THE BOOKS OF THE COMPANY, WITHOUT AN OPINION OF
COUNSEL, CONCURRED IN BY COUNSEL FOR THE COMPANY, THAT NO VIOLATION OF SAID
REGISTRATION PROVISIONS WOULD RESULT THEREFROM.
THIS AGREEMENT is entered into as of March 6, 1996 (the "Date of Grant"
between Seattle FilmWorks, Inc. Corporation, a Washington corporation (the
"Corporation"), Gary Christophersen (the "Optionee").
WITNESSETH THAT:
WHEREAS, the corporation has approved and adopted the 1987 Stock Option
Plan (the "Plan"), pursuant to which the Board of Directors is authorized to
grant to employees of the Corporation and other persons who are involved in the
Corporation's business, stock options to purchase common stock, $.01 par value,
of the Corporation (the "Common Stock");
WHEREAS, the Board of Directors authorized the grant to the Optionee of an
option to purchase 15,000 shares of Common Stock (the "Option");
NOW, THEREFORE, the Corporation agrees to offer to the Optionee the option
to purchase, upon the terms and conditions set forth herein and in the Plan,
15,000 shares of Common Stock.
1. Exercise Price. The exercise price for the Option shall be $26.375
per share.
2. Vesting Schedule.
(a) The option vests and is exercisable as follows:
25% on the date one (1) year from the Date of Grant, 50% on the date two
(2) years from the Date of Grant, 75% on the date three (3) years from the Date
of Grant, and 100% on the date four (4) years from the Date of Grant.
<PAGE>
Vesting will cease on the Optionee's date of Termination of Employment with
the Corporation or in the case of Optionees who are not employees of the
Corporation, the date that the Optionee ceases to provide services to or on
behalf of the Corporation.
The vesting schedule for the Option is subject to acceleration in
accordance with the provisions of Section 5 (f) of the Plan.
3. Option Not Transferable. The Option is not transferable except by
will or the laws of descent and distribution.
4. Investment Intent. By accepting this Option, Optionee represents and
agrees for himself, and all persons who acquire rights in this Option in
accordance with the Plan through Optionee, that none of the shares of Common
Stock purchased upon exercise of this option will be distributed in violation of
applicable federal and state laws and regulations, and Optionee shall furnish
evidence satisfactory to the Corporation (including written and signed
representation letter and a consent to be bound by all transfer restrictions
imposed by applicable law, legend condition, or otherwise) to that effect, prior
to delivery of the purchased shares of Common Stock.
5. Termination of Option. A vested Option shall terminate, to the extent
not previously exercised, upon the occurrence of the first of the following
events:
(i) five years from the date of grant;
(ii) the expiration of 95 days from the date of the Optionee's termination
of employment with the Corporation (190 days if the Optionee is an officer or
director of the Corporation) for any reason other than death or disability, or
in the case of Optionees who are not employees of the Corporation, the
expiration of 95 days from the date that the Optionee ceases to provide services
to or on behalf of the Corporation; or
(iii) the expiration of one year from (A) the date of death of the Optionee
or (B) cessation of employment or provision of services by reason of disability
(as defined at Section 105 (d) (4) of the Internal Revenue Code 1986, as
amended).
Other than pursuant to the provisions of Section 5 (f) of the Plan, each
unvested Option granted pursuant hereto shall terminate upon the Optionee's
termination of employment for any reason whatsoever including death or
disability.
6. Stock. In the case of any stock split, stock dividend or like change
in the nature of shares granted by this Agreement, the number of shares and
option price shall be proportionately adjusted as set forth in Section 5 (m) of
the Plan.
<PAGE>
7. Exercise of Option. Each exercise of this Option shall be by means of
a written notice of exercise delivered to the Secretary of the Corporation at
its principal executive office in Seattle, Washington, specifying the number of
shares of Common Stock to be purchased and accompanied by payment in cash, by
certified or cashier's check payable to the order of the Corporation of the
aggregate exercise price for the Common Stock to be purchased. In addition, an
Optionee may pay for all or any Stock purchased upon the exercise of an Option
by delivering to the Corporation shares of Stock previously held by such
optionee or, with the permission of the Committee, by having shares withheld
from the amount of shares of Stock to be received by the optionee. The shares of
Stock received by the Corporation or withheld by the Corporation as payment for
shares of Stock purchased shall have a fair market value (as established by the
Board of Directors) equal to the aggregate option exercise price (or portion
thereof). The Optionee agrees that he will also pay to the Corporation the
amount necessary for the Corporation to satisfy its withholding obligation
imposed by the Internal Revenue Code of 1986.
8. Optionee Acknowledgements: Optionee acknowledges that he has read and
understands the terms of this Agreement and that:
(a) The issuance of shares of Common Stock pursuant to the exercise of
this Option, and any resale of the shares of Common Stock, may only be effected
in compliance with applicable state and federal laws and regulations;
(b) He/she is not entitled to any rights as a shareholder with respect to
any shares of Common Stock issuable hereunder until he/she becomes a shareholder
of record;
(c) The share of Common Stock subject hereto may be adjusted in the event
of certain organic changes in the capital structure of the corporation or for
any other reason permitted by the plan;
(d) This Agreement does not constitute an employment agreement nor does it
entitle Optionee to any specific employment or to employment for a period of
time and that Optionee's continued employment if any, with the Corporation shall
be at will and is subject to termination in accordance with the corporation's
prevailing policies and any other agreement between Optionee and the
Corporation; and
(e) This Option shall not be treated as an Incentive Stock Option ("ISO").
<PAGE>
9. Professional Advice. The acceptance and exercise of the Option and
the sale of Common Stock issued pursuant to exercise of the Option may have
consequences under federal and state tax and securities laws which may vary
depending on the individual circumstances of the Optionee. Accordingly, the
Optionee acknowledges that he/she has been advised to consult his/her personal
legal and tax advisor in connection with this Agreement and his/her dealings
with respect to the Option of the Common Stock.
10. Notices. Any notice required or permitted to be made or given
hereunder shall be mailed or delivered personally to the addresses set forth
below, or as changed from time to time by written notice to the other:
Corporation: Seattle FilmWorks, Inc.
1260 16th Avenue, West
Seattle, WA 98119
Optionee: __________________________
__________________________
__________________________
11. Agreement Subject to Plan. This Option and this Agreement evidencing
and confirming the same are subject to the terms and conditions set forth in the
Plan and in any amendments to the Plan existing nor or in the future, which
terms and conditions are incorporated herein by reference. A copy will be made
available upon request. Should any conflict exist between the provisions of the
Plan and those of this Agreement, those of the Plan shall govern and control.
This Agreement comprises the entire understanding between the Corporation and
the Optionee with respect to the Option and shall be construed and enforced
under the laws of the State of Washington.
12. Reserved Shares. The Corporation hereby warrants that a sufficient
number of shares of its Common Stock have been reserved and are available to
satisfy requirements of the Plan.
Dated as of the 10th day of April 1996.
Seattle FilmWorks, Inc.
BY /s/Gary R. Christophersen /s/ Gary R. Christophersen
Its President & CEO OPTIONEE
