As filed with the Securities and Exchange Commission on December 14, 1995
Registration No. 33-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
--------------------
FORM S-8
REGISTRATION STATEMENT
Under
The Securities Act of 1933
--------------------
ALPINE LACE BRANDS, INC.
(Exact name of Registrant as specified in its charter)
Delaware 22-2717823
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
111 Dunnell Road
Maplewood, New Jersey 07040
(Address, including zip code, of Registrant's principal executive offices)
Stock Option Agreements by and
between Alpine Lace Brands, Inc.
and Holders Named Therein
(Full title of the Plan)
CARL T. WOLF, President
Alpine Lace Brands, Inc.
111 Dunnell Road
Maplewood, New Jersey 07040
(201) 378-8600
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
Copies to:
Robert H. Friedman, Esq.
Olshan Grundman Frome & Rosenzweig LLP
505 Park Avenue
New York, New York 10022
(212) 753-7200
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
===================================================================================================================================
Title of each class Amount Proposed maximum Proposed maximum Amount of
of Securities to be to be offering price aggregate offering registration
registered registered per share price fee Total fee
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Common Stock, par
value $.01 per share 5,000(1) $10.34(2) $51,700 $ 17.83
Common Stock, par
value $.01 per share 120,000(3) $4.75 $570,000 $196.54
Common Stock, par
value $.01 per share 3,000(4) $9.3125 $27,937.50 $ 9.64
Common Stock, par
value $.01 per share 2,500(5) $8.375 $20,937.50 $ 7.21
Common Stock, par
value $.01 per share 5,000(6) $11.016 $55,080 $ 18.99 $250.21
====================================================================================================================================
</TABLE>
(1) Pursuant to Rule 416, the registration statement also covers such
indeterminable additional securities as may become issuable as a result
of any future anti-dilution adjustment in accordance with the terms of
the Stock Option Agreements.
(2) Calculated in accordance with Rule 457(h) on the basis of the
per share average of high and low sales prices of the Common Stock on
the Nasdaq National Market System on December 11, 1995 ($10.34).
<PAGE>
(3) Consists of shares of Common Stock with respect to which options have
been granted under Stock Option Agreements at an exercise price of
$4.75.
(4) Consists of shares of Common Stock with respect to which options have
been granted under Stock Option Agreements at an exercise price of
$9.3125.
(5) Consists of shares of Common Stock with respect to which options have
been granted under Stock Option Agreements at an exercise price of
$8.375.
(6) Consists of shares of Common Stock with respect to which options have
been granted under Stock Option Agreements at an exercise price of
$11.016.
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<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed by Alpine Lace Brands, Inc. (the
"Company") with the Securities and Exchange Commission (the "Commission") are
incorporated herein by reference and made a part hereof:
(a) The Company's Annual Report on Form 10-K for the
fiscal year ended December 31, 1994;
(b) The Company's Quarterly Reports on Form 10-Q for the
quarters ended March 31, 1995, June 30, 1995 and September 30, 1995;
(c) The description of the Company's securities contained in
the Company's Registration Statement on Form 8- A filed April 9, 1987.
All reports and other documents subsequently filed by the Company
pursuant to Sections 13, 14 and 15(d) of the Securities Exchange Act of 1934, as
amended, prior to the filing of a post-effective amendment which indicates that
all securities offered hereby have been sold or which deregisters all securities
remaining unsold, shall be deemed to be incorporated by reference herein and to
be a part hereof from the date of the filing of such reports and documents.
ITEM 4. DESCRIPTION OF SECURITIES
Not applicable.
ITEM 5. INTEREST OF NAMED EXPERTS AND COUNSEL
Certain legal matters in connection with the issuance of the Shares
offered hereby have been passed upon for the Company by Messrs. Olshan Grundman
Frome & Rosenzweig LLP, New York, New York 10022.
ITEM 6. INDEMNIFICATION OF OFFICERS AND DIRECTORS
The by-laws of the Company provide that the Company shall indemnify to
the extent permitted by Delaware law, any person whom it may indemnify
thereunder, including directors, officers, employees and agents of the Company
and its predecessor.
The Company also maintains a $2,000,000 directors and officers
insurance policy.
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<PAGE>
Section 145 of the Delaware General Corporation Law provides as
follows:
(a) 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, suit or proceeding, whether civil, criminal,
administrative or investigative (other than action by or in the right
of the corporation) by reason of the fact that he 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, partnership, joint venture,
trust or other enterprise, against expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement actually and
reasonably incurred by him in connection with such action, suit or
proceeding if he acted in good faith and in a manner he reasonably
believed to be in or not opposed to the best interests of the
corporation, and, with respect to any criminal action or proceeding,
had no reasonable cause to believe his conduct was unlawful. The
termination of any action, suit or proceeding by judgment, order,
settlement, conviction, or upon a plea of nolo contendere or its
equivalent, shall not, of itself, create a presumption that the person
did not act in good faith and in a manner which he reasonably believed
to be in or not opposed to the best interests of the corporation, and,
with respect to any criminal action or proceeding, had reasonable
cause to believe that his conduct was unlawful.
(b) 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 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, partnership, joint
venture, trust or other enterprise against expenses (including
attorneys' fees) actually and reasonably incurred by him in connection
with the defense or settlement of such action or suit if he acted in
good faith and in a manner he reasonably believed to be in or not
opposed to the best interests of the corporation and except that no
indemnification shall be made in respect of any claim, issue or matter
as to which such person shall have been adjudged to be liable to the
corporation unless and only to the extent that the Court of Chancery
or the court in which such action or suit was brought shall determine
upon application that, despite the adjudication of liability but in
view of all the circumstances of the case, such person is fairly and
-4-
<PAGE>
reasonably entitled to indemnity for such expenses which the Court
of Chancery or such other court shall deem proper.
(c) 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 in subsections
(a) and (b) of this section, or in defense of any claim, issue or
matter therein, he shall be indemnified against expenses (including
attorneys' fees) actually and reasonably incurred by him in connection
therewith.
(d) Any indemnification under subsections (a) and (b) of this
section (unless ordered by a court) shall 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 because he has met the applicable standard of
conduct set forth in subsections (a) and (b) of this section. Such
determination shall be made (1) by a majority vote of the directors
who are not parties to such action, suit or proceeding even though
less than a quorum, or (2) if there are no such directors, or if such
directors so direct, by independent legal counsel in a written
opinion, or (3) by the stockholders.
(e) Expenses incurred by an officer or director in defending a
civil or criminal action, suit or proceeding may be paid by the
corporation in advance of the final disposition or such action, suit
or proceeding upon receipt of an undertaking by or on behalf of such
director or officer to repay such amount if it shall ultimately be
determined that he is not entitled to be indemnified by the
corporation as authorized in this section. Such expenses incurred by
other employees and agents may be paid upon such terms and conditions,
if any, as the board of directors deems appropriate.
(f) The indemnification and advancement of expenses provided by,
or granted pursuant to, the other subsections of this section shall
not be deemed exclusive of any other rights to which those seeking
indemnification or advancement of expenses may be entitled under any
bylaw, agreement, vote of stockholders or disinterested directors or
otherwise, both as to action in his official capacity and as to action
in another capacity while holding such office.
(g) A corporation shall have power to purchase and maintain
insurance on behalf of any person who 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,
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<PAGE>
partnership, joint venture, trust or other enterprise against any
liability asserted against him and incurred by him in any such
capacity, or arising out of his status as such, whether or not the
corporation would have the power to indemnify him against such
liability under this section.
(h) For purposes of this section, references to "the corporation"
shall include, in addition to the resulting corporation, any
constituent corporation (including any constituent of a constituent)
absorbed in a consolidation or merger which, if its separate existence
had continued, would have had the power and authority to indemnify its
directors, officers, and employees or agents, so that any person who
is or was a director, officer, employee or agent of such constituent
corporation, or is or was serving at the request of such constituent
corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise,
shall stand in the same position under this section with respect to
the resulting or surviving corporation as he would have with respect
to such constituent corporation if its separate existence had
continued.
(i) For purposes of this section, references to "other
enterprises" shall include employee benefit plans; references to
"fines" shall include any such excise taxes assessed on a person with
respect to any employee benefit plan; and references to "serving at
the request of the corporation" shall include any service as a
director, officer, employee or agent of the corporation which imposes
duties on, or involves services by, such director, officer, employee,
or agent with respect to any employee benefit plan, its participants
or beneficiaries; and a person who acted in good faith and in a manner
reasonably believed to be in the interest of the participants and
beneficiaries of any employee benefit plan shall be deemed to have
acted in a manner "not opposed to the best interests of the
corporation" as referred to in this section.
(j) The indemnification and advancement of expenses provided by,
or granted pursuant to, this section shall, unless otherwise provided
when authorized or ratified, continue as to a person who has ceased to
be a director, officer, employee or agent and shall inure to the
benefit of the heirs, executors and administrators of such a person.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
-6-
<PAGE>
ITEM 8. EXHIBITS
Exhibit Index
4(a) - Stock Option Agreement dated as of July 15, 1993
by and between Alpine Lace Brands, Inc. and
Sunrise Financial Group, Inc.
4(b) - Stock Option Agreement dated July 14, 1995
between Alpine Lace Brands, Inc. and Kim Alexis.
4(c) - Stock Option Agreement dated July 14, 1995
between Alpine Lace Brands, Inc. and Susan Bender.
4(d) - Stock Option Agreement dated July 14, 1995
between Alpine Lace Brands, Inc. and Ray Manzella.
4(e) - Stock Option Agreement dated September 14, 1995
between Alpine Lace Brands, Inc. and Karen
Gallagher.
4(f) - Stock Option Agreement dated September 14, 1995
between Alpine Lace Brands, Inc. and Sue McGowan.
4(g) - Stock Option Agreement dated September 14, 1995
between Alpine Lace Brands, Inc. and George Clark.
4(h) - Stock Option Agreement dated September 14, 1995
between Alpine Lace Brands, Inc. and Bob
D'Amperio.
4(i) - Stock Option Agreement dated November 1, 1995
between Alpine Lace Brands, Inc. and SIM-GT
Licensing Corp.
5 - Opinion of Olshan Grundman Frome & Rosenzweig LLP.
23(a) - Consent of Grant Thornton LLP, independent
auditors.
23(b) - Consent of Olshan Grundman Frome & Rosenzweig
LLP (included in its opinion filed as
Exhibit 5).
24 - Powers of Attorney (included on signature page to
this Registration Statement).
-7-
<PAGE>
ITEM 9. UNDERTAKINGS.
A. The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales
are being made, a post-effective amendment to this
Registration Statement:
(i) To include any prospectus required by
Section 10(a)(3) of the Securities Act of
1933;
(ii) To reflect in the prospectus any facts or
events arising after the effective date of
the Registration Statement (or the most
recent post-effective amendment thereof)
which, individually or in the aggregate,
represent a fundamental change in the
information set forth in the Registration
Statement;
(iii) To include any material information with
respect to the plan of distribution not
previously disclosed in the Registration
Statement or any material change to such
information in the Registration Statement;
provided, however, that paragraphs (i) and (ii) above
do not apply if the information required to be
included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by
the registrant pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934 that are incorporated
by reference in the Registration Statement;
(2) That, for the purposes of determining any
liability under the Securities Act of 1933, each
such post-effective amendment shall be deemed to
be a new registration statement relating to the
securities offered therein, and the offering of
such securities at that time shall be deemed to
be the initial bona fide offering thereof; and
(3) To remove from registration by means of a
post-effective amendment any of the securities being
registered that remain unsold at the termination of
the offering.
B. The undersigned registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act
of 1933, each filing of the registrant's annual report
pursuant to Section 13(a) or 15(d) of the
-8-
<PAGE>
Securities Exchange Act of 1934 (and, where applicable, each
filing of an employee benefit plan's annual report pursuant to
Section 15(d) of the Securities Exchange Act of 1934) that is
incorporated by reference in this Registration Statement shall
be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona
fide offering thereof.
C. Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers
and controlling persons of the registrant pursuant to the
foregoing provisions, or otherwise, the registrant has been
advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as
expressed in the Securities Act of 1933 and is, therefore,
unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer
or controlling person of the registrant in the successful
defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the
securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by a
controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it
is against public policy as expressed in the Securities Act of
1933 and will be governed by the final adjudication of such
issue.
-9-
<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 Township of Maplewood, State of New Jersey on December 14,
1995.
ALPINE LACE BRANDS, INC.
By:/s/ Carl T. Wolf
----------------
Carl T. Wolf, President
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Carl T. Wolf his true and lawful
attorney-in-fact and agent, with full power of substitution and resubstitution,
for and in his or her name, place and stead, in any and all capacities, to sign
any or all amendments to this Registration Statement, and to file the same, with
all exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorney-in-fact and
agent, full power and authority to do and perform each and every act and thing
requisite necessary to be done in and about the premises, as fully to all
intents and purposes as he or she might or could do in person, hereby ratifying
and confirming all that said attorney-in-fact and agent, or his or her
substitute, 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.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Carl T. Wolf Chairman of the December 14, 1995
- -------------------------------------------- Board, President
Carl T. Wolf and Chief Executive
Officer (principal
executive officer)
and Director
</TABLE>
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<PAGE>
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Arthur Karmel Vice President - December 14, 1995
- -------------------------------------------- Finance (principal
Arthur Karmel financial officer)
/s/ Marion F. Wolf Vice President-Food December 14, 1995
- -------------------------------------------- Service and Director
Marion F. Wolf
/s/ Richard Cheney Director December 14, 1995
- --------------------------------------------
Richard Cheney
/s/ Howard M. Lorber Director December 14, 1995
- --------------------------------------------
Howard M. Lorber
/s/ Richard S. Hickok Director December 14, 1995
- --------------------------------------------
Richard S. Hickok
/s/ Joseph R. Rosetti Director December 14, 1995
- --------------------------------------------
Joseph R. Rosetti
/s/ Stephen Sadove Director December 14, 1995
- --------------------------------------------
Stephen Sadove
/s/ Marvin Schiller Director December 14, 1995
- --------------------------------------------
Marvin Schiller
</TABLE>
-11-
Exhibit 4(a)
As of July 15, 1993
Sunrise Financial Group, Inc.
919 Third Avenue
New York, New York 10022
Gentlemen:
This will confirm that in connection with your service as a consultant
to Alpine Lace Brands, Inc. (the "Company") the Company grants to you an option
(the "Option") to purchase one hundred and twenty thousand (120,000) shares (the
"Shares") of its authorized but unissued common stock, par value $.01 per share
("Common Stock"), at a purchase price equal to $4.75 per share (the "Exercise
Price").
The Option shall be exercisable at any time during the five years
following the date hereof by delivery of same day funds by certified or
cashier's check or wire transfer.
The Option hereby granted to you is not transferable in whole or in
part.
Exercise of the Option may be effected by delivering to the Company, at
its principal offices, a notice of exercise in the form annexed hereto as
Exhibit A, together with your funds, as specified above, in an amount equal to
the number of Shares you are purchasing multiplied by the purchase price per
Share set forth herein. This Option shall have been deemed to have been
exercised, in whole or in part, to the extent specified immediately upon receipt
of funds, as specified above, and the person or persons in whose name the
certificates for Shares and Options shall be issuable upon such exercise shall
become the holder or holders of record of the Shares and Options at that time
and date. After any or all rights represented by this Option have been
exercised, the Company shall take all action necessary on its part to have the
stock certificate evidencing the Shares and any remaining Options (to the extent
that only part of the Option has been exercised) delivered to you immediately
after exercise and will convey to the Transfer Agent that such Shares and
Options must be issued on an immediate basis. In the event that a registration
statement is effective with respect to the Shares, then the Company shall
instruct the Transfer Agent that the certificate for the Shares is not to
contain any restrictive legend.
<PAGE>
The Option granted to you hereunder has not been registered under the Securities
Act of 1933, as amended (the "Act") and may not be mortgaged, pledged,
hypothecated or otherwise transferred without an effective registration
statement for such Option under the Act or an opinion of counsel for the Company
that registration is not required under the Act. The Company will file a
registration statement to register the Shares under the Act immediately after
the date this Option is accepted and agreed to. Any of the Shares issued upon
the exercise of the Option (unless registered under the Act by the Company)
shall bear the following legend:
The shares represented by this
certificate have not been
registered under the Securities Act
of 1933, as amended. These shares
have been acquired for investment
and not with a view to distribution
or resale and may not be sold or
transferred in the absence of an
effective registration statement
for such shares under the
Securities Act of 1933 or an
opinion of counsel for the Company
that registration is not required
under such Act.
In the event that the Company shall at any time prior to the expiration
of this Option and prior to the exercise thereof: (i) declare or pay to the
holders of the Common Stock a dividend payable in any kind of shares of stock of
the Company; or (ii) change or divide or otherwise reclassify its Common Stock
into the same or a different number of shares with or without par value, or into
shares of any class or classes; or (iii) consolidate or merge with, or transfer
its property as an entirety or substantially all of its assets to any other
corporation; or (iv) make any distribution of its assets to holders of its
Common Stock as a liquidation, or partial liquidation dividend or by way of
return of capital; then, upon the subsequent exercise of this Option, the
purchase price of the Shares and the number of shares of Common Stock issuable
upon the exercise hereof shall be appropriately adjusted by the Board of
Directors of the Company so that you shall receive for the exercise price, in
addition to or in substitution for the Shares to which you would be entitled
upon such exercise, such additional shares of stock of the Company, or such
reclassified shares of stock of the Company, or such securities or property of
the Company resulting from such consolidation or merger or transfer, of such
assets of the Company, which you would have been entitled to receive had you
exercised this Option prior to the happening of any of the foregoing events.
Whenever any event described above requiring an adjustment is effected, the
Company shall promptly cause a notice setting forth the adjusted purchase
-2-
<PAGE>
price and number of Shares issuable upon exercise hereof to be mailed to the
holder at the address set forth herein.
This Option does not confer upon you any right whatsoever as a
stockholder of the Company. Upon the exercise of this Option, the subscription
form attached hereto must be duly executed and the accompanying instructions for
registration of the stock filled in.
The Company covenants that the Shares which may be issued upon exercise
of this Option will, upon issuance, be duly and validly issued, fully paid and
non-assessable, and no personal liability will attach to the holder thereof. The
Company further covenants and agrees that during the term of this Option, the
Company will at all times have authorized and reserved a sufficient number of
shares of Common Stock to provide for the exercise of this Option.
This Option shall be binding upon any successors or assigns of the
Company.
This Agreement may be executed in counterparts, each of which shall be
an original and all of which, taken together, shall constitute one instrument.
If the foregoing correctly sets forth our understanding, please
indicate your acceptance by signing this letter in the space provided below.
Very truly yours,
ALPINE LACE BRANDS, INC.
By: /s/ Carl T. Wolf
--------------------------
Carl T. Wolf
Chairman of the Board
AGREED AND ACCEPTED:
SUNRISE FINANCIAL GROUP, INC.
By: /s/ Nathan Low
- -----------------------------
Date: December 10, 1995
-3-
<PAGE>
EXHIBIT A
STOCK SUBSCRIPTION FORM
To: Alpine Lace Brands, Inc.
Date:
Gentlemen:
I hereby exercise my option to purchase from Alpine Lace Brands, Inc.
(the "Company") pursuant to the Stock Option Letter Agreement between us dated
as of July 15, 1993, _______ shares of the Company's Common Stock ($.01 par
value per share), and herewith tender payment therefor at the rate of $4.75 per
share.
I represent and warrant that I will not transfer shares in violation of
the securities laws of the United States; that I am familiar with the business
operations, management and financial condition and affairs of the Company and
that I have not relied upon any representation of the Company with respect
thereto. I further confirm that I have been advised that said shares have [not]
been registered under the Securities Act of 1933, as amended, and that I have
consulted with and been advised by counsel as to the restrictions on resale to
which said shares will thereby be subject.
The form in which I wish my name and address to appear on the Company's
stock records is as follows:
Name: ______________________
Address: ______________________
______________________
______________________
Very truly yours,
---------------------------
[Name]
Exhibit 4(b)
ALPINE LACE BRANDS, INC.
111 DUNNELL ROAD
MAPLEWOOD NJ 07040
July 14, 1995
Ms. Kim Alexis
22792 Sky View Way
Laguna Niguel, CA 92677
Dear Ms. Alexis:
We are pleased to inform you that effective today the Board of Directors of
Alpine Lace Brands, Inc. (the "Company") granted to you an option (the "Option")
to purchase 2,000 shares (the "Shares") of the Company's authorized but unissued
common stock, par value $.01 per share ("Common Stock"), at a purchase price
equal to $9.3125 per share.
The Option is represented hereby is immediately exercisable, You must purchase a
minimum of 50 shares each time you choose to purchase Shares, except to purchase
the remaining Shares available to you. This Option, to the extent no previously
exercised, will expire on June 30, 2005.
The Option hereby granted to you is not transferable in whole or in part.
Exercise of the Option may be effected by delivering to the Company, at its
principal offices, a notice of exercise in the form annexed hereto as Exhibit A,
together with your certified or cashier's check payable to the company in an
amount equal to the number of Shares you are purchasing multiplied by the
purchase price per Shares set forth herein. The Option granted to you hereunder
has not been registered under the Securities Act of 1933, as amended (the
"Act"), and is not being acquired by you with a view towards distribution for
resale and may not be mortgaged, pledged, hypothecated or otherwise transferred
without an effective registration statement for such Option under the Act or an
opinion of counsel for the Company that registration is not required under the
Act. Any of the Shares issued upon the exercise of the Option shall bear the
following legend, unless previously registered by the Company for resale:
"The shares represented by this
certificate have not been registered
under the Securities Act of 1933, as
amended. These shares have been acquired
for investment and not with a view to
distribution or resale and may not be
sold or transferred in the absence of an
effective registration statement for
such shares under the Securities Act of
1933 or an
<PAGE>
opinion of counsel for the
Company that registration is not
required under such Act."
In the event that the Company shall at any time prior to the expiration of this
Option and prior to the exercise thereof: (i) declare or pay to the holders of
the Common Stock a dividend payable in any kind of shares of stock of the
Company; or (ii) change or divide or otherwise reclassify its Common Stock into
the same or a different number of shares with or without par value, or into
shares of any class or classes; or (iii) consolidate or merge with, or transfer
its property as an entirety or substantially all of its assets to any other
corporation; or (iv) make any distribution of its assets to holders of its
Common Stock as a liquidation, or partial liquidation dividend or by way of
return of capital; then, upon the subsequent exercise of this Option, the
purchase price of the Shares issuable upon the exercise hereof shall be
appropriately adjusted by the Board of Directors of the Company so that you
shall receive for the exercise price, in addition to or in substitution for the
Shares to which you would be entitled upon such exercise, such additional shares
of stock of the Company, or such reclassified shares of stock of the Company, or
such securities or property of the Company resulting from such consolidation or
merger or transfer, of such assets of the Company, which you would have been
entitled to receive had you exercised this Option prior to the happening of any
of the foregoing events.
This Option does not confer upon you any right whatsoever as a stockholder of
the Company. Upon the exercise of this Option, the subscription form attached
hereto must be duly executed and the accompanying instructions for registration
of the stock filled in.
This Option shall be binding upon any successors or assigns of the Company.
If the foregoing correctly sets forth our understanding, please indicate your
acceptance by signing this letter in the space provided below.
Very truly yours,
By: /s/ Carl T. Wolf
------------------------
Carl T. Wolf, Chairman
of the Board, President
and Chief Executive Officer
AGREED AND ACCEPTED:
/s/ Kim Alexis
- ---------------------
Kim Alexis
-2-
Exhibit 4(c)
ALPINE LACE BRANDS, INC.
111 DUNNELL ROAD
MAPLEWOOD NJ 07040
July 14, 1995
Ms. Susan Bender
c/o Manzella Personal Mgmt.
345 N. Maple Drive #185
Beverly Hills, CA 90210
Dear Ms. Bender:
We are pleased to inform you that effective today the Board of Directors of
Alpine Lace Brands, Inc. (the "Company") granted to you an option (the "Option")
to purchase 500 shares (the "Shares") of the Company's authorized but unissued
common stock, par value $.01 per Share ("Common Stock"), at a purchase price
equal to $9.3125 per share.
The Option is represented hereby is immediately exercisable, You must purchase a
minimum of 50 shares each time you choose to purchase Shares, except to purchase
the remaining Shares available to you. This Option, to the extent no previously
exercised, will expire on June 30, 2005.
The Option hereby granted to you is not transferable in whole or in part.
Exercise of the Option may be effected by delivering to the Company, at its
principal offices, a notice of exercise in the form annexed hereto as Exhibit A,
together with your certified or cashier's check payable to the company in an
amount equal to the number of Shares you are purchasing multiplied by the
purchase price per Shares set forth herein. The Option granted to you hereunder
has not been registered under the Securities Act of 1933, as amended (the
"Act"), and is not being acquired by you with a view towards distribution for
resale and may not be mortgaged, pledged, hypothecated or otherwise transferred
without an effective registration statement for such Option under the Act or an
opinion of counsel for the Company that registration is not required under the
Act. Any of the Shares issued upon the exercise of the Option shall bear the
following legend, unless previously registered by the Company for resale:
"The shares represented
by this certificate have
not been registered
under the Securities Act
of 1933, as amended.
These shares have been
acquired for investment
and not with a view to
distribution or resale
and may not be sold or
transferred in the
absence of an effective
registration statement
for such shares
<PAGE>
under the Securities Act of
1933 or an opinion of
counsel for the Company
that registration is not
required under such
Act."
In the event that the Company shall at any time prior to the expiration of this
Option and prior to the exercise thereof: (i) declare or pay to the holders of
the Common Stock a dividend payable in any kind of shares of stock of the
Company; or (ii) change or divide or otherwise reclassify its Common Stock into
the same or a different number of shares with or without par value, or into
shares of any class or classes; or (iii) consolidate or merge with, or transfer
its property as an entirety or substantially all of its assets to any other
corporation; or (iv) make any distribution of its assets to holders of its
Common Stock as a liquidation, or partial liquidation dividend or by way of
return of capital; then, upon the subsequent exercise of this Option, the
purchase price of the Shares issuable upon the exercise hereof shall be
appropriately adjusted by the Board of Directors of the Company so that you
shall receive for the exercise price, in addition to or in substitution for the
Shares to which you would be entitled upon such exercise, such additional shares
of stock of the Company, or such reclassified shares of stock of the Company, or
such securities or property of the Company resulting from such consolidation or
merger or transfer, of such assets of the Company, which you would have been
entitled to receive had you exercised this Option prior to the happening of any
of the foregoing events.
This Option does not confer upon you any right whatsoever as a stockholder of
the Company. Upon the exercise of this Option, the subscription form attached
hereto must be duly executed and the accompanying instructions for registration
of the stock filled in.
This Option shall be binding upon any successors or assigns of the Company.
If the foregoing correctly sets forth our understanding, please indicate your
acceptance by signing this letter in the space provided below.
Very truly yours,
By: /s/ Carl T. Wolf
------------------------
Carl T. Wolf, Chairman
of the Board, President
and Chief Executive Officer
AGREED AND ACCEPTED:
/s/ Susan Bender
- ----------------------
Susan Bender
Exhibit 4(d)
ALPINE LACE BRANDS, INC.
111 DUNNELL ROAD
MAPLEWOOD NJ 07040
July 14, 1995
Mr. Ray Manzella
c/o Manzella Personal Mgmt.
345 N. Maple Drive #185
Beverly Hills, CA 90210
Dear Mr. Manzella:
We are pleased to inform you that effective today the Board of Directors of
Alpine Lace Brands, Inc. (the "Company") granted to you an option (the "Option")
to purchase 500 shares (the "Shares") of the Company's authorized but unissued
common stock, par value $.01 per share ("Common Stock"), at a purchase price
equal to $9.3125 per share.
The Option is represented hereby is immediately exercisable, You must purchase a
minimum of 50 shares each time you choose to purchase Shares, except to purchase
the remaining Shares available to you. This Option, to the extent no previously
exercised, will expire on June 30, 2005.
The Option hereby granted to you is not transferable in whole or in part.
Exercise of the Option may be effected by delivering to the Company, at its
principal offices, a notice of exercise in the form annexed hereto as Exhibit A,
together with your certified or cashier's check payable to the company in an
amount equal to the number of Shares you are purchasing multiplied by the
purchase price per Shares set forth herein. The Option granted to you hereunder
has not been registered under the Securities Act of 1933, as amended (the
"Act"), and is not being acquired by you with a view towards distribution for
resale and may not be mortgaged, pledged, hypothecated or otherwise transferred
without an effective registration statement for such Option under the Act or an
opinion of counsel for the Company that registration is not required under the
Act. Any of the Shares issued upon the exercise of the Option shall bear the
following legend, unless previously registered by the Company for resale:
"The shares represented by
this certificate have not
been registered under the
Securities Act of 1933, as
amended. These shares have
been acquired for investment
and not with a view to
distribution or resale and may
not be sold or transferred in
the absence of an effective
registration statement for
such shares under the
<PAGE>
Securities Act of 1933
or an opinion of counsel
for the Company that
registration is not
required under such
Act."
In the event that the Company shall at any time prior to the expiration of this
Option and prior to the exercise thereof: (i) declare or pay to the holders of
the Common Stock a dividend payable in any kind of shares of stock of the
Company; or (ii) change or divide or otherwise reclassify its Common Stock into
the same or a different number of shares with or without par value, or into
shares of any class or classes; or (iii) consolidate or merge with, or transfer
its property as an entirety or substantially all of its assets to any other
corporation; or (iv) make any distribution of its assets to holders of its
Common Stock as a liquidation, or partial liquidation dividend or by way of
return of capital; then, upon the subsequent exercise of this Option, the
purchase price of the Shares issuable upon the exercise hereof shall be
appropriately adjusted by the Board of Directors of the Company so that you
shall receive for the exercise price, in addition to or in substitution for the
Shares to which you would be entitled upon such exercise, such additional shares
of stock of the Company, or such reclassified shares of stock of the Company, or
such securities or property of the Company resulting from such consolidation or
merger or transfer, of such assets of the Company, which you would have been
entitled to receive had you exercised this Option prior to the happening of any
of the foregoing events.
This Option does not confer upon you any right whatsoever as a stockholder of
the Company. Upon the exercise of this Option, the subscription form attached
hereto must be duly executed and the accompanying instructions for registration
of the stock filled in.
This Option shall be binding upon any successors or assigns of the Company.
If the foregoing correctly sets forth our understanding, please indicate your
acceptance by signing this letter in the space provided below.
Very truly yours,
By: /s/ Carl T. Wolf
-------------------------
Carl T. Wolf, Chairman
of the Board, President
and Chief Executive Officer
AGREED AND ACCEPTED:
/s/ Ray Manzella
- ---------------------
Ray Manzella
Exhibit 4(e)
ALPINE LACE BRANDS, INC.
111 DUNNELL ROAD
MAPLEWOOD NJ 07040
July 14, 1995
Ms. Karen Gallagher
Acosta Sales, Inc.
2775 N.W. 62nd Street
Ft. Lauderdale, FL 333-9-1721
Dear Ms. Gallagher:
We are pleased to inform you that effective today the Board of Directors of
Alpine Lace Brands, Inc. (the "Company") granted to you an option (the "Option")
to purchase 1,000 shares (the "Shares") of the Company's authorized but unissued
common stock, par value $.01 per share ("Common Stock"), at a purchase price
equal to $8.375 per share.
The Option is represented hereby is immediately exercisable, You must purchase a
minimum of 50 shares each time you choose to purchase Shares, except to purchase
the remaining Shares available to you. This Option, to the extent not previously
exercised, will expire on August 31, 2005.
The Option hereby granted to you is not transferable in whole or in part.
Exercise of the Option may be effected by delivering to the Company, at its
principal offices, a notice of exercise in the form annexed hereto as Exhibit A,
together with your certified or cashier's check payable to the company in an
amount equal to the number of Shares you are purchasing multiplied by the
purchase price per Shares set forth herein. The Option granted to you hereunder
has not been registered under the Securities Act of 1933, as amended (the
"Act"), and is not being acquired by you with a view towards distribution for
resale and may not be mortgaged, pledged, hypothecated or otherwise transferred
without an effective registration statement for such Option under the Act or an
opinion of counsel for the Company that registration is not required under the
Act. Any of the Shares issued upon the exercise of the Option shall bear the
following legend, unless previously registered by the Company for resale:
"The shares represented by
this certificate have not
been registered under the
Securities Act of 1933, as
amended. These shares have
been acquired for investment
and not with a view to
distribution or resale and may
not be sold or transferred in
the absence of an effective
registration statement for
such shares under the
<PAGE>
Securities Act of 1933
or an opinion of counsel
for the Company that
registration is not
required under such
Act."
In the event that the Company shall at any time prior to the expiration of this
Option and prior to the exercise thereof: (i) declare or pay to the holders of
the Common Stock a dividend payable in any kind of shares of stock of the
Company; or (ii) change or divide or otherwise reclassify its Common Stock into
the same or a different number of shares with or without par value, or into
shares of any class or classes; or (iii) consolidate or merge with, or transfer
its property as an entirety or substantially all of its assets to any other
corporation; or (iv) make any distribution of its assets to holders of its
Common Stock as a liquidation, or partial liquidation dividend or by way of
return of capital; then, upon the subsequent exercise of this Option, the
purchase price of the Shares issuable upon the exercise hereof shall be
appropriately adjusted by the Board of Directors of the Company so that you
shall receive for the exercise price, in addition to or in substitution for the
Shares to which you would be entitled upon such exercise, such additional shares
of stock of the Company, or such reclassified shares of stock of the Company, or
such securities or property of the Company resulting from such consolidation or
merger or transfer, of such assets of the Company, which you would have been
entitled to receive had you exercised this Option prior to the happening of any
of the foregoing events.
This Option does not confer upon you any right whatsoever as a stockholder of
the Company. Upon the exercise of this Option, the subscription form attached
hereto must be duly executed and the accompanying instructions for registration
of the stock filled in.
This Option shall be binding upon any successors or assigns of the Company.
If the foregoing correctly sets forth our understanding, please indicate your
acceptance by signing this letter in the space provided below.
Very truly yours,
By: /s/ Carl T. Wolf
-------------------------
Carl T. Wolf, Chairman
of the Board, President
and Chief Executive Officer
AGREED AND ACCEPTED:
/s/ Karen Gallagher
- --------------------
Karen Gallagher
Exhibit 4(f)
ALPINE LACE BRANDS, INC.
111 DUNNELL ROAD
MAPLEWOOD NJ 07040
July 14, 1995
Ms. Sue McGowan
Rocky Mountain Marketing Services
10885 East 51st Street
Denver, CO 80239-2507
Dear Ms. McGowan:
We are pleased to inform you that effective today the Board of Directors of
Alpine Lace Brands, Inc. (the "Company") granted to you an option (the "Option")
to purchase 500 shares (the "Shares") of the Company's authorized but unissued
common stock, par value $.01 per share ("Common Stock"), at a purchase price
equal to $8.375 per share.
The Option is represented hereby is immediately exercisable, You must purchase a
minimum of 50 shares each time you choose to purchase Shares, except to purchase
the remaining Shares available to you. This Option, to the extent not previously
exercised, will expire on August 31, 2005.
The Option hereby granted to you is not transferable in whole or in part.
Exercise of the Option may be effected by delivering to the Company, at its
principal offices, a notice of exercise in the form annexed hereto as Exhibit A,
together with your certified or cashier's check payable to the company in an
amount equal to the number of Shares you are purchasing multiplied by the
purchase price per Shares set forth herein. The Option granted to you hereunder
has not been registered under the Securities Act of 1933, as amended (the
"Act"), and is not being acquired by you with a view towards distribution for
resale and may not be mortgaged, pledged, hypothecated or otherwise transferred
without an effective registration statement for such Option under the Act or an
opinion of counsel for the Company that registration is not required under the
Act. Any of the Shares issued upon the exercise of the Option shall bear the
following legend, unless previously registered by the Company for resale:
"The shares represented by
this certificate have not
been registered under the
Securities Act of 1933, as
amended. These shares have
been acquired for investment
and not with a view to
distribution or resale and may
not be sold or transferred in
the absence of an effective
registration statement for
such shares under the
<PAGE>
Securities Act of 1933
or an opinion of counsel
for the Company that
registration is not
required under such
Act."
In the event that the Company shall at any time prior to the expiration of this
Option and prior to the exercise thereof: (i) declare or pay to the holders of
the Common Stock a dividend payable in any kind of shares of stock of the
Company; or (ii) change or divide or otherwise reclassify its Common Stock into
the same or a different number of shares with or without par value, or into
shares of any class or classes; or (iii) consolidate or merge with, or transfer
its property as an entirety or substantially all of its assets to any other
corporation; or (iv) make any distribution of its assets to holders of its
Common Stock as a liquidation, or partial liquidation dividend or by way of
return of capital; then, upon the subsequent exercise of this Option, the
purchase price of the Shares issuable upon the exercise hereof shall be
appropriately adjusted by the Board of Directors of the Company so that you
shall receive for the exercise price, in addition to or in substitution for the
Shares to which you would be entitled upon such exercise, such additional shares
of stock of the Company, or such reclassified shares of stock of the Company, or
such securities or property of the Company resulting from such consolidation or
merger or transfer, of such assets of the Company, which you would have been
entitled to receive had you exercised this Option prior to the happening of any
of the foregoing events.
This Option does not confer upon you any right whatsoever as a stockholder of
the Company. Upon the exercise of this Option, the subscription form attached
hereto must be duly executed and the accompanying instructions for registration
of the stock filled in.
This Option shall be binding upon any successors or assigns of the Company.
If the foregoing correctly sets forth our understanding, please indicate your
acceptance by signing this letter in the space provided below.
Very truly yours,
By: /s/ Carl T. Wolf
-------------------------
Carl T. Wolf, Chairman
of the Board, President
and Chief Executive Officer
AGREED AND ACCEPTED:
/s/ Sue McGowan
- ---------------------
Sue McGowan
Exhibit 4(g)
ALPINE LACE BRANDS, INC.
111 DUNNELL ROAD
MAPLEWOOD NJ 07040
September 14, 1995
Mr. George Clark
Great Northern Food Broker, Inc.
276 W. Bagley Road, Suite 104
Cleveland, OH 44017
Dear Mr. Clark:
We are pleased to inform you that effective today the Board of Directors of
Alpine Lace Brands, Inc. (the "Company") granted to you an option (the "Option")
to purchase 500 shares (the "Shares") of the Company's authorized but unissued
common stock, par value $.01 per share ("Common Stock"), at a purchase price
equal to $8.375 per share.
The Option is represented hereby is immediately exercisable, You must purchase a
minimum of 50 shares each time you choose to purchase Shares, except to purchase
the remaining Shares available to you. This Option, to the extent not previously
exercised, will expire on August 31, 2005.
The Option hereby granted to you is not transferable in whole or in part.
Exercise of the Option may be effected by delivering to the Company, at its
principal offices, a notice of exercise in the form annexed hereto as Exhibit A,
together with your certified or cashier's check payable to the company in an
amount equal to the number of Shares you are purchasing multiplied by the
purchase price per Shares set forth herein. The Option granted to you hereunder
has not been registered under the Securities Act of 1933, as amended (the
"Act"), and is not being acquired by you with a view towards distribution for
resale and may not be mortgaged, pledged, hypothecated or otherwise transferred
without an effective registration statement for such Option under the Act or an
opinion of counsel for the Company that registration is not required under the
Act. Any of the Shares issued upon the exercise of the Option shall bear the
following legend, unless previously registered by the Company for resale:
"The shares represented by
this certificate have not
been registered under the
Securities Act of 1933, as
amended. These shares have
been acquired for investment
and not with a view to
distribution or resale and may
not be sold or transferred in
the absence of an effective
registration statement for
such shares under the
<PAGE>
Securities Act of 1933
or an opinion of counsel
for the Company that
registration is not
required under such
Act."
In the event that the Company shall at any time prior to the expiration of this
Option and prior to the exercise thereof: (i) declare or pay to the holders of
the Common Stock a dividend payable in any kind of shares of stock of the
Company; or (ii) change or divide or otherwise reclassify its Common Stock into
the same or a different number of shares with or without par value, or into
shares of any class or classes; or (iii) consolidate or merge with, or transfer
its property as an entirety or substantially all of its assets to any other
corporation; or (iv) make any distribution of its assets to holders of its
Common Stock as a liquidation, or partial liquidation dividend or by way of
return of capital; then, upon the subsequent exercise of this Option, the
purchase price of the Shares issuable upon the exercise hereof shall be
appropriately adjusted by the Board of Directors of the Company so that you
shall receive for the exercise price, in addition to or in substitution for the
Shares to which you would be entitled upon such exercise, such additional shares
of stock of the Company, or such reclassified shares of stock of the Company, or
such securities or property of the Company resulting from such consolidation or
merger or transfer, of such assets of the Company, which you would have been
entitled to receive had you exercised this Option prior to the happening of any
of the foregoing events.
This Option does not confer upon you any right whatsoever as a stockholder of
the Company. Upon the exercise of this Option, the subscription form attached
hereto must be duly executed and the accompanying instructions for registration
of the stock filled in.
This Option shall be binding upon any successors or assigns of the Company.
If the foregoing correctly sets forth our understanding, please indicate your
acceptance by signing this letter in the space provided below.
Very truly yours,
By: /s/ Carl T. Wolf
----------------------
Carl T. Wolf, Chairman
of the Board, President
and Chief Executive Officer
AGREED AND ACCEPTED:
/s/ George Clark
- --------------------
George Clark
Exhibit 4(h)
ALPINE LACE BRANDS, INC.
111 DUNNELL ROAD
MAPLEWOOD NJ 07040
September 14, 1995
Mr. Bob D'Imperio
The Vaughn Group, Inc.
1701 Deterling
Houston, TX 77007-2258
Dear Mr. D'Imperio:
We are pleased to inform you that effective today the Board of Directors of
Alpine Lace Brands, Inc. (the "Company") granted to you an option (the "Option")
to purchase 500 shares (the "Shares") of the Company's authorized but unissued
common stock, par value $.01 per share ("Common Stock"), at a purchase price
equal to $8.375 per share.
The Option is represented hereby is immediately exercisable, You must purchase a
minimum of 50 shares each time you choose to purchase Shares, except to purchase
the remaining Shares available to you. This Option, to the extent not previously
exercised, will expire on August 31, 2005.
The Option hereby granted to you is not transferable in whole or in part.
Exercise of the Option may be effected by delivering to the Company, at its
principal offices, a notice of exercise in the form annexed hereto as Exhibit A,
together with your certified or cashier's check payable to the company in an
amount equal to the number of Shares you are purchasing multiplied by the
purchase price per Shares set forth herein. The Option granted to you hereunder
has not been registered under the Securities Act of 1933, as amended (the
"Act"), and is not being acquired by you with a view towards distribution for
resale and may not be mortgaged, pledged, hypothecated or otherwise transferred
without an effective registration statement for such Option under the Act or an
opinion of counsel for the Company that registration is not required under the
Act. Any of the Shares issued upon the exercise of the Option shall bear the
following legend, unless previously registered by the Company for resale:
"The shares represented by
this certificate have not
been registered under the
Securities Act of 1933, as
amended. These shares have
been acquired for investment
and not with a view to
distribution or resale and may
not be sold or transferred in
the absence of an effective
registration statement for
such shares under the
<PAGE>
Securities Act of 1933
or an opinion of counsel
for the Company that
registration is not
required under such
Act."
In the event that the Company shall at any time prior to the expiration of this
Option and prior to the exercise thereof: (i) declare or pay to the holders of
the Common Stock a dividend payable in any kind of shares of stock of the
Company; or (ii) change or divide or otherwise reclassify its Common Stock into
the same or a different number of shares with or without par value, or into
shares of any class or classes; or (iii) consolidate or merge with, or transfer
its property as an entirety or substantially all of its assets to any other
corporation; or (iv) make any distribution of its assets to holders of its
Common Stock as a liquidation, or partial liquidation dividend or by way of
return of capital; then, upon the subsequent exercise of this Option, the
purchase price of the Shares issuable upon the exercise hereof shall be
appropriately adjusted by the Board of Directors of the Company so that you
shall receive for the exercise price, in addition to or in substitution for the
Shares to which you would be entitled upon such exercise, such additional shares
of stock of the Company, or such reclassified shares of stock of the Company, or
such securities or property of the Company resulting from such consolidation or
merger or transfer, of such assets of the Company, which you would have been
entitled to receive had you exercised this Option prior to the happening of any
of the foregoing events.
This Option does not confer upon you any right whatsoever as a stockholder of
the Company. Upon the exercise of this Option, the subscription form attached
hereto must be duly executed and the accompanying instructions for registration
of the stock filled in.
This Option shall be binding upon any successors or assigns of the Company.
If the foregoing correctly sets forth our understanding, please indicate your
acceptance by signing this letter in the space provided below.
Very truly yours,
By: /s/ Carl T. Wolf
---------------------------
Carl T. Wolf, Chairman
of the Board, President
and Chief Executive Officer
AGREED AND ACCEPTED:
/s/ Robert J. D'Imperio
- ------------------------
Bob D'Imperio
Exhibit 4(i)
ALPINE LACE BRANDS, INC.
111 Dunnell Road
Maplewood, New Jersey, 07040
November 1, 1995
To: SIM-GT Licensing Corp.
16 East 40th Street
New York, N.Y. 10016
Attention: Karen C. Gross,
Vice President Legal
and Business Affairs
Gentlemen:
In connection with the License Agreement (the "License Agreement")
dated November 1, 1996 between Alpine Lace Brands, Inc. (the "Company") and
SIM-GT Licensing Corp. ("SIM"), we are pleased to inform you that on September
20, 1995 the Board of Directors of the Company approved the granting to you of
(i) an option (the "Initial Grant") to purchase 5,000 shares (the "Initial Grant
Shares") of Common Stock, par value $.01 per share (the "Common Stock"), of the
Company, at a price of $11-1/64 per Share and (ii) an option (the "Subsequent
Grant," and together with the Initial Grant referred to collectively as the
"Options") to purchase 5,000 shares (the "Subsequent Grant Shares" and, together
with the Initial Grant Shares referred to collectively as the "Shares") of
Common Stock at a price equal to the closing price of the Common Stock on the
business day next preceding the date such Subsequent Grant becomes exercisable.
The Initial Grant is currently exercisable. No part of the Subsequent
Grant is currently exercisable. The Subsequent Grant may first be exercised with
respect to 100% of the Subsequent Grant Shares upon the first shipment (the
"First Shipment") of Licensed Articles (as defined in the License Agreement),
provided, however, that if the First Shipment shall not have occurred by June
30, 1996, the Subsequent Grant shall become null and void. You must purchase a
minimum of 1,000 Shares or more (but not fractional shares) each time you choose
to purchase Shares, except to purchase the remaining Shares available to you.
The Company may make such provisions as it may deem appropriate,
consistent with applicable law, in connection with the Options granted herein
with respect to the withholding of any taxes or any other tax matters.
<PAGE>
The Options, to the extent not previously exercised, will expire on
November 1, 1997.
In the event of any merger, reorganization, consolidation,
recapitalization, stock dividend, or other change in corporate structure
affecting the Common Stock, the Board of Directors shall make an appropriate and
equitable adjustment in the number and kind of Shares reserved for issuance
under the Options and in the number and option price of Shares subject to the
outstanding Options granted, to the end that after such event your proportionate
interest shall be maintained as immediately before the occurrence of such event.
The granting and exercise of the Options, and the obligation of the
Company to sell and deliver Shares under the Options, shall be subject to all
applicable laws, rules and regulations, and to such approvals by any
governmental agencies or national securities exchanges as may be required.
All certificates for Shares delivered pursuant to the Options granted
hereunder shall be subject to such stock transfer orders and other restrictions
as the Board of Directors may deem advisable under the rules, regulations, and
other requirements of the Securities and Exchange Commission, any stock exchange
upon which the Shares are then listed, and any applicable Federal or state
securities law, and the Board of Directors may cause a legend or legends to be
placed on any such certificates to make appropriate reference to such
restrictions.
Unless at the time of the exercise of the Options a registration
statement under the Securities Act of 1933, as amended (the "Act"), is in effect
as to such Shares, any Shares purchased by you upon the exercise of the Options
shall be acquired for investment and not for sale or distribution, and if the
Company so requests, upon any exercise of the Options, in whole or in part, you
will execute and deliver to the Company a certificate to such effect. The
Company shall not be obligated to issue any Shares pursuant to the Options if,
in the opinion of counsel to the Company, the Shares to be so issued are
required to be registered or otherwise qualified under the Act or under any
other applicable statute, regulation or ordinance affecting the sale of
securities, unless and until such Shares have been so registered or otherwise
qualified.
You understand and acknowledge that, under existing law, unless at the
time of the exercise of the Options a registration statement under the Act is in
effect as to such Shares (i) any Shares purchased by you upon exercise of this
option may be required to be held indefinitely unless such Shares are
subsequently registered under the Act or an exemption from such registration is
available; (ii) any sales of such Shares made in reliance upon Rule 144
promulgated under the Act may be
-2-
<PAGE>
made only in accordance with the terms and conditions of that Rule (which, under
certain circumstances, restrict the number of shares which may be sold and the
manner in which shares may be sold); (iii) certificates for Shares to be issued
to you hereunder shall bear a legend to the effect that the Shares have not been
registered under the Act and that the Shares may not be sold, hypothecated or
otherwise transferred in the absence of an effective registration statement
under the Act relating thereto or an opinion of counsel satisfactory to the
Company that such registration is not required; (iv) the Company will place an
appropriate "stop transfer" order with its transfer agent with respect to such
Shares; and (v) the Company has undertaken no obligation to register the Shares
or to include the Shares in any registration statement which may be filed by it
subsequent to the issuance of the Shares to you. In addition, you understand and
acknowledge that the Company has no obligation to you to furnish information
necessary to enable you to make sales under Rule 144.
No member of the Board of Directors, or any officer or employee of the
Company acting on behalf of the Board, shall be personally liable for any
action, determination, or interpretation taken or made in good faith with
respect to the Options granted hereunder, and all members of the Board and each
and any officer or employee of the Company acting on their behalf shall, to the
extent permitted by law, be fully indemnified and protected by the Company in
respect of any such action, determination or interpretation.
The Options (or installment thereof) are to be exercised by delivering
to the Company a written notice of exercise in the form attached hereto as
Exhibit A, specifying the number of Shares to be purchased, together with
payment of the purchase price of the Shares to be purchased. The purchase price
is to be paid in cash.
Would you kindly evidence your acceptance of this
-3-
<PAGE>
option and your agreement to comply with the provisions hereof by executing this
letter under the words "Agreed To and Accepted."
Very truly yours,
ALPINE LACE BRANDS, INC.
By: /s/ Arthur Karmel VP--FINANCE
-----------------------------
AGREED TO AND ACCEPTED:
SIM-GT LICENSING CORP.
By: /s/ Stanley Cayre
-----------------
Stanley Cayre
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<PAGE>
Exhibit A
Alpine Lace Brands, Inc.
111 Dunnell Road
Maplewood, New Jersey 07040
Gentlemen:
Notice is hereby given of my election to purchase ______ shares of
Common Stock, $.01 par value (the "Shares"), of Alpine Lace Brands, Inc. at a
price of $____ per Share, pursuant to the provisions of the options granted to
me on November 1, 1995. Enclosed in payment for the Shares is my check in the
amount of $________.
The following information is supplied for use in issuing and
registering the Shares purchased hereby:
Number of Certificates
and Denominations ___________________
Name ___________________
Address ___________________
___________________
___________________
Social Security Number ___________________
Dated: _______________, 19__
Very truly yours,
--------------------------
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Exhibit 5
OLSHAN GRUNDMAN FROME & ROSENZWEIG LLP
505 Park Avenue
New York, New York 10022
December 14, 1995
Securities and Exchange Commission
450 Fifth Street, N.W.
Judiciary Plaza
Washington, D.C. 20549
Re: ALPINE LACE BRANDS, INC. -
REGISTRATION STATEMENT ON FORM S-8
Ladies and Gentlemen:
This opinion is made in reference to the Registration Statement on Form
S-8 dated December 13, 1995 (the "Registration Statement"), filed with the
Securities and Exchange Commission under the Securities Act of 1933, as amended
(the "Act") by Alpine Lace Brands, Inc., a Delaware corporation (the "Company").
The Registration Statement relates to 135,500 common shares (the "Shares"), par
value $.01 per share of the Company (the "Common Stock"), representing the sum
of shares of Common Stock that may be acquired pursuant to options to purchase
shares granted to certain consultants of Alpine Lace.
We advise you that we have examined originals or copies certified or
otherwise identified to our satisfaction of the Certificate of Incorporation and
By-laws of the Company, minutes of meetings of the Board of Directors and
stockholders of the Company, agreements between the Company and certain
consultants (the "Stock Options") and such other documents, instruments and
certificates of officers and representatives of the Company and public
officials, and we have made such examination of the law, as we have deemed
appropriate as the basis for the opinion hereinafter expressed. In making such
examination, we have assumed the genuineness of all signatures, the authenticity
of all documents submitted to us as originals, and the conformity to original
documents of documents submitted to us as certified or photostatic copies.
Based upon the foregoing, we are of the opinion that the Shares, when
issued and paid for in accordance with the terms and conditions set forth in the
Stock Options, will be duly and validly issued, fully paid and non-assessable.
<PAGE>
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
/s/ OLSHAN GRUNDMAN FROME & ROSENZWEIG LLP
------------------------------------------
OLSHAN GRUNDMAN FROME & ROSENZWEIG LLP
Exhibit 23(a)
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
We have issued our report dated February 10, 1995, except for Notes H, K, M, and
N, as to which the dates are March 27, 1995, February 24, 1995, February 17,
1995 and March 22, 1995, respectively, accompanying the consolidated financial
statements and schedule included in the Annual Report of Alpine Lace Brands,
Inc. on Form 10-K for the year ended December 31, 1994, which are incorporated
by reference in this Registration Statement. We hereby consent to the
incorporation by reference in the Registration Statement of the aforementioned
report.
/s/ Grant Thornton LLP
- ----------------------
GRANT THORNTON LLP
Parsippany, New Jersey
December 11, 1995
