<PAGE> 1
As filed with the Securities and Exchange Commission on May 22, 1995
Registration No. 33-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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SYNTRO CORPORATION
(Exact name of registrant as specified in its charter)
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Delaware 36-3114681
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
9669 Lackman Road
Lenexa, Kansas 66219
(Address, of principal executive offices)
1994 STOCK OPTION PLAN
NON-QUALIFIED STOCK OPTION AGREEMENTS
(Full title of the plans)
Dr. J. Donald Todd
President and Chief Executive Officer
Syntro Corporation
9669 Lackman Road
Lenexa, Kansas 66219
(913) 888-8876
(Name, address, including ZIP Code, and telephone number,
including area code, of agent for service)
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Copies to:
John H. Heuberger, Esq.
Rudnick & Wolfe
203 North LaSalle Street
Suite 1800
Chicago, Illinois 60601
(312) 368-4000
(312) 236-7516 (telecopier)
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<PAGE> 2
CALCULATION OF REGISTRATION FEE
===========================================================================
Proposed Proposed Amount
maximum maximum of
Title of each Amount offering aggregate regis-
class of securities to be price offering tration
to be registered registered per share* price* fee
___________________________________________________________________________
Common Stock, par value
$.01 per share . . . 1,217,000 $2.25 $2,738,250 $945
===========================================================================
* Pursuant to Rule 457(c) and 457(h), the registration fee has been
calculated on the basis of $2.25 per share, the average of the high and
low sale prices of the common stock on May 16, 1995, as reported on the
Nasdaq National Market Quotation System.
<PAGE> 3
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents By Reference.
The Company's annual report on Form 10-K for the year ended September
30, 1994 and Item 1 of the Company's registration statement on Form 8-A
registering its Common Stock under Section 12(g) of the Securities Exchange
Act of 1934 are incorporated herein by reference. In addition, all reports
and proxy statements filed by the Company pursuant to Sections 13(a), 13(c),
14 and 15(d) of the Securities Exchange Act of 1934 subsequent to the date
hereof shall be deemed to be incorporated herein by reference and to be a part
hereof from the date of filing of such documents.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
An opinion with respect to the legality of shares of common stock
subject to stock options is being given by Rudnick & Wolfe, 203 North LaSalle
Street, Chicago, Illinois, 60601, counsel for the Company. Attorneys of that
firm who participated in the preparation of this registration statement own
a total of approximately 22,900 shares of the Company's common stock.
Item 6. Indemnification of Directors and Officers.
Section 145 of the Delaware General Corporation Law authorizes
indemnification of directors, officers, employees and agents of the Company;
allows the advancement of costs of defending against litigation; and permits
companies incorporated in Delaware to purchase insurance on behalf of
directors, officers, employees and agents against liabilities whether or not
in the circumstances such companies would have the power to indemnify against
such liabilities under the provisions of the statute.
The Company's Bylaws provide, in general, that the Company may indemnify
its directors and officers, as well as other employees and other agents to the
fullest extent permitted by Delaware law. Under its bylaws the Company may
enter into indemnification contracts with its directors and officers and is
empowered to purchase insurance on behalf of any person whom it is required
or permitted to indemnify. Pursuant to these provisions, the Company has
entered into indemnity agreements with each of its directors' and maintains
directors' and officers' liability insurance. The Company also has entered
into indemnification agreements with certain of its officers that are serving
as officers or managers of an affiliated limited liability company.
In addition, the Company's Certificate of Incorporation provides that,
to the fullest extent permitted by Delaware law, the Company's directors will
not be liable for monetary damages for breach of a director's fiduciary duty
of care to the Company and its stockholders. This provision in the
<PAGE> 4
Certificate of Incorporation does not eliminate the duty of care, and in
appropriate circumstances equitable remedies such as an injunction or other
forms of non-monetary relief would remain available under Delaware law. Each
director will continue to be subject to liability for breach of the director's
duty of loyalty to the Company; for acts or omissions that the director
believes would be contrary to the best interest of the Company or its
stockholders when the director was aware or should have been aware of a risk
of serious injury to the Company or its stockholders; for acts or omissions
that constitute an unexcused pattern of inattention that amounts to an
abdication of the director's duty to the Company or its stockholders; for
improper transactions between the director and the Company; and for improper
distributions to stockholders and loans to directors and officers. This
provision also does not affect a director's responsibilities under any other
laws, such as the federal securities laws or state or federal environmental
laws.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
4.1 Specimen Common Stock Certificate [Incorporated by reference to
Exhibit 4.3 to 1994 Form 10-K]
4.2 1994 Stock Option Plan [Incorporated by reference to Exhibit 10.31
to 1994 Form 10-K]
4.3 Stock Option Agreement by and between Syntro Corporation and H.
Lowell Thomas dated August 14, 1991.
4.4 Stock Option Agreement by and between Syntro Corporation and J.
Lindsay Whitton dated March 1, 1994.
4.5 Stock Option Agreement by and between Syntro Corporation and
Jagdev M. Sharma dated April 1, 1994.
4.6 Stock Option Agreement by and between Syntro Corporation and John
E. Geltosky dated April 8, 1994.
5 Opinion of Rudnick & Wolfe
23.1 Consent of Ernst & Young LLP
23.2 Consent of Rudnick & Wolfe (contained in Exhibit 5 hereof)
24 Powers of Attorney of Certain Officers and Directors of the
Company
Item 9. Undertakings.
(a) The undersigned registrant hereby undertakes:
<PAGE> 5
(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 (a)(1)(i) and (a)(1)(ii) shall
not apply if the information required to be included in a
post-effective amendment by those paragraphs is contained in
periodic reports filed by the registrant pursuant to section 13
or section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall
be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering
thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain
unsold at the termination of the offering.
(b) The undersigned registrant hereby undertakes that, for purposes
of determining any liability under the Securities Act of 1933,
each filing of the registrant's annual report pursuant to
Section 13(a) or section 15(d) of the Securities Exchange Act of
1934 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to section 15(d) of the Securities
Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration
statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the registrant pursuant to the foregoing
provisions, or otherwise, the registrant has been advised that in
the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Act
<PAGE> 6
and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment
by the registrant of expenses incurred or paid by a director,
officer or controlling person of the registrant in the successful
defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the
securities being registered, the registrant will, unless in the
opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the
question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final
adjudication of such issue.
<PAGE> 7
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that is has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
registration statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Lenexa, State of Kansas, on this
19th day of May, 1995.
SYNTRO CORPORATION
By: /s/ Susan H. Strobel
_____________________________
Susan H. Strobel
Vice President, Finance and Administration
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 date indicated.
Signature Title Date
J. Donald Todd* President, Chief Executive May 19, 1995
Officer, Director
Susan H. Strobel* Vice President, Finance May 19, 1995
and Administration
Janice E. Katterhenry* Assistant Vice President, May 19, 1995
Finance and Administration,
Chief Accounting Officer,
Secretary
Russell T. Stern,Jr.* Chairman of the Board, May 19, 1995
Director
James L Bittle* Director May 19, 1995
H. Lowell Thomas* Director May 19, 1995
*By: /s/ Susan H. Strobel
_____________________
Susan H. Strobel
Individually and as Attorney-In-Fact
<PAGE> 8
EXHIBIT INDEX
Exhibit
4.1 Specimen Common Stock Certificate [Incorporated by reference to
Exhibit 4.3 to 1994 Form 10-K]
4.2 1994 Stock Option Plan [Incorporated by reference to Exhibit 10.31
to 1994 Form 10-K]
4.3 Stock Option Agreement by and between Syntro Corporation and H.
Lowell Thomas dated August 14, 1991
4.4 Stock Option Agreement by and between Syntro Corporation and J.
Lindsay Whitton dated March 1, 1994
4.5 Stock Option Agreement by and between Syntro Corporation and
Jagdev M. Sharma dated April 1, 1994
4.6 Stock Option Agreement by and between Syntro Corporation and John
E. Geltosky dated April 8, 1994
5 Opinion of Rudnick & Wolfe
23.1 Consent of Ernst & Young LLP
23.2 Consent of Rudnick & Wolfe (contained in Exhibit 5 hereof)
24 Powers of Attorney of Certain Officers and Directors of the
Company
<PAGE> 9
EXHIBIT 4.3
STOCK OPTION AGREEMENT
THIS AGREEMENT, dated as of the 14th day of August, 1991 by and between
SYNTRO CORPORATION, a Delaware corporation (the "Corporation"), and H. Lowell
Thomas of Overland Park, Kansas (the "Optionee"),
W I T N E S S E T H:
WHEREAS, the Optionee is a consultant of the Corporation who is
performing certain services for the Corporation; and
WHEREAS, the Optionee has performed, and will continue to perform,
services to the Corporation that are an integral part of the Corporation's
operational activities and are and will be expected to be of substantial
benefit to the Corporation; and
WHEREAS, the Corporation wishes to give the Optionee an incentive to
increase his efforts on behalf of the Corporation by granting him an option
to purchase an equity interest in the Corporation;
NOW, THEREFORE, in consideration of the mutual covenants and conditions
contained herein and other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the parties hereby agree as
follows:
1. Option; Number of Shares; Price. The Corporation hereby grants
to the Optionee an Option to purchase, in the aggregate, up to 1,000 shares
of the one cent ($0.01) per share Par Value Common Stock of the Corporation
(the "Shares") at the price of Three and 50/100 Dollars ($3.50) per Share (the
"Option Price").
2. Exercise. The Optionee may exercise this Option in whole or in
part any time six (6) months after the date hereof by purchasing shares on or
before the Expiration Date provided below.
Shares Exercise Date
1,000 February 14, 1992
Subject to the provisions of Paragraph 3 herein below, the Optionee may
exercise this Option at any time while he is in the employ of Syntro to the
extent exercisable on or after the applicable Exercise Date (i.e., to the
extent not exercised, installments accumulate and may be exercised in
subsequent periods), but in all cases must be exercised on or before
August 14, 2001, at which time the rights granted hereunder shall terminate.
In order for the Optionee to exercise this Option, in whole or in part,
the Optionee shall deliver to the Corporation written notice of his or her
<PAGE> 10
exercise, specifying the number of Shares as to which said option is being
exercised, which notice shall be accompanied by the Optionee's certified or
cashier's check in the amount equal to the number of shares then being
purchased multiplied by the Option Price. In the case of the Optionee's
proper exercise of this Option, the Corporation shall forthwith deliver to the
Optionee one or more certificates evidencing the number of shares purchased
pursuant to said exercise.
3. Option Period. The term of this Option shall commence on the date
first written above and the Option shall expire on August 14, 2001; provided,
however, that the Option and all rights granted the Optionee hereunder shall
terminate upon the date that is (a) thirty (30) days following the Optionee's
last day of employment by the Corporation, if the reason for such termination
of employment is other than the Optionee's death or permanent disability, or
(b) three hundred sixty (360) days following the Optionee's last day of
employment, if the reason for such termination or employment is the death or
permanent disability of the Optionee; and, provided further, that in the event
of the termination of the Optionee's employment by the Corporation for any
reason, such Option may be exercised by the Optionee or his successor-in-
interest for not more than the maximum number of Shares that the Optionee was
entitled to purchase on the date he ceased to be a consultant of Syntro. Any
Shares not purchased pursuant to the exercise of this Option on or before the
expiration or termination of this Agreement shall not be subject to purchase
hereunder.
4. Non-Transferability. This Option and the right of the Optionee
granted hereunder shall be personal to the Optionee and shall not be
transferable or assignable, in whole or in part, by the Optionee to any other
person.
5. Investment Representation. The Optionee warrants and represents
to the Corporation that he/she is acquiring this Option and the Shares upon
exercise thereof for his own account for investment purposes and not with a
view to distribution, as defined in the Securities Act of 1933, as amended
(the "Act"), and the Rules and Regulations of the Securities Exchange
Commission promulgated thereunder.
The Optionee further agrees that he will not sell, assign, transfer or
pledge this option or any Shares purchased by him pursuant to the exercise of
the Option, unless and until either (i) a registration statement under the Act
covering said Shares becomes effective, or (ii) the Corporation has received
an opinion of counsel in form and substance satisfactory to the Corporation
and its counsel that such sale, transfer, assignment, or pledge may be
accomplished without registration under said Act.
6. Change in Number of Shares. In the event that the outstanding
shares of common stock of the Corporation shall be changed in number or class
by reason of stock splits, combination or exchange of shares, or similar
capital adjustments, or by reason of any merger, consolidation,
recapitalization, or reorganization, occurring after the date of granting of
this Option and prior to its exercise in full, the number and kind of Shares
for which this Option may then be exercised and the Option Price per Share
<PAGE> 11
shall be proportionately and appropriately adjusted so as to reflect such
change, all as determined by the Board of Directors of the Corporation.
7. Binding Effect. This Agreement shall be binding upon and inure
to the benefit of the parties hereto and their respective successor-in-
interest. All parties bound by this Agreement shall take any and all actions
necessary or appropriate to effectuate the purpose and provisions hereof.
8. Notices. Any and all notices, offers, acceptances, consent,
elections, or any other communications hereunder shall be deemed to have been
delivered three business days following the date of mailing thereof by
certified mail, postage prepaid, and addressed to the party at the address
shown on the signature page hereof or such other address as a party shall give
written notice of to the other party.
9. Extension of Time to Perform. Whenever the time for the
performance of any action or condition contained in this Agreement falls on
a Sunday or holiday, such time shall be extended to the next business day.
10. Captions. The captions used in this Agreement are for convenience
only and are not intended to limit or define the scope or intent of any
paragraph.
11. Contents of this Agreement. This Agreement sets forth the entire
understanding of the parties hereto and it may not be modified, released, or
discharged, in whole or in part, except by an agreement signed by all the
parties hereto. The preambles of this Agreement are hereby incorporated
herein by this reference.
12. Governing Law; Severability. This Agreement shall be construed
and enforced, and all questions concerning compliance by any person with its
terms shall be determined under the laws of the State of Delaware. All
provisions of this Agreement are severable and this Agreement shall be
interpreted and enforced as if all completely invalid or unenforceable
provisions were not contained herein, and partially valid and enforceable
provisions shall be enforced to the extent valid and enforceable.
13. Multiple Counterparts. This Agreement may be executed in multiple
counterparts each of which shall be deemed an original but all of which
together shall constitute one and the same instrument.
IN WITNESS WHEREOF, the Optionee has executed this instrument and the
Corporation has caused this instrument to be signed by its duly authorized
officers and its corporate seal to be hereunto affixed, all on the date and
year first above written.
SYNTRO CORPORATION
9669 Lackman Road
Lenexa, KS 66219
By: /s/ J. Donald Todd
_________________________________
Its President
<PAGE> 12
ATTEST:
/s/ Janice E. Katterhenry
______________________________
Its Secretary
/s/ H. Lowell Thomas
____________________________________
H. Lowell Thomas
9800 W. 106th Street
Overland Park, KS 66212
<PAGE> 13
EXHIBIT 4.4
STOCK OPTION AGREEMENT
THIS AGREEMENT, dated as of the 1st day of March, 1994 by and between
SYNTRO CORPORATION, a Delaware corporation (the "Corporation"), and J. Lindsay
Whitton of San Diego, California (the "Optionee"),
W I T N E S S E T H:
WHEREAS, the Optionee is a key employee/consultant of the Corporation
who is performing certain research and development services for the
Corporation; and
WHEREAS, the Optionee has performed, and will continue to perform,
services to the Corporation that are an integral part of the Corporation's
research and development activities and are and will be expected to be of
substantial benefit to the Corporation; and
WHEREAS, the Corporation wishes to give the Optionee an incentive to
increase his efforts on behalf of the Corporation by granting him an option
to purchase an equity interest in the Corporation;
NOW, THEREFORE, in consideration of the mutual covenants and conditions
contained herein and other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the parties hereby agree as
follows:
1. Option; Number of Shares; Price. The Corporation hereby grants
to the Optionee an Option to purchase, in the aggregate, up to 3,000 shares
of the one cent ($0.01) per share Par Value Common Stock of the Corporation
(the "Shares") at the price of Two and 87.5/100 Dollars ($2.875) per Share
(the "Option Price").
2. Exercise. The Optionee may exercise this Option in whole or in
part any time one (1) year after the date hereof by purchasing shares on or
before the Expiration Date provided below.
Shares Exercise Date
1,000 March 1, 1995
1,000 March 1, 1996
1,000 March 1, 1997
Subject to the provisions of Paragraph 3 herein below, the Optionee may
exercise this Option at any time while he is in the employ of Syntro to the
extent exercisable on or after the applicable Exercise Date (i.e., to the
extent not exercised, installments accumulate and may be exercised in
subsequent periods), but in all cases must be exercised on or before March 1,
1999, at which time the rights granted hereunder shall terminate.
<PAGE> 14
In order for the Optionee to exercise this Option, in whole or in part,
the Optionee shall deliver to the Corporation written notice of his or her
exercise, specifying the number of Shares as to which said option is being
exercised, which notice shall be accompanied by the Optionee's certified or
cashier's check in the amount equal to the number of shares then being
purchased multiplied by the Option Price. In the case of the Optionee's
proper exercise of this Option, the Corporation shall forthwith deliver to the
Optionee one or more certificates evidencing the number of shares purchased
pursuant to said exercise.
3. Option Period. The term of this Option shall commence on the date
first written above and the Option shall expire on March 1, 1999; provided,
however, that the Option and all rights granted the Optionee hereunder shall
terminate upon the date that is (a) thirty (30) days following the Optionee's
last day of employment by the Corporation, if the reason for such termination
of employment is other than the Optionee's death or permanent disability, or
(b) three hundred sixty (360) days following the Optionee's last day of
employment, if the reason for such termination or employment is the death or
permanent disability of the Optionee; and, provided further, that in the event
of the termination of the Optionee's employment by the Corporation for any
reason, such Option may be exercised by the Optionee or his successor-in-
interest for not more than the maximum number of Shares that the Optionee was
entitled to purchase on the date he ceased to be a consultant of Syntro. Any
Shares not purchased pursuant to the exercise of this Option on or before the
expiration or termination of this Agreement shall not be subject to purchase
hereunder.
4. Non-Transferability. This Option and the right of the Optionee
granted hereunder shall be personal to the Optionee and shall not be
transferable or assignable, in whole or in part, by the Optionee to any other
person.
5. Investment Representation. The Optionee warrants and represents
to the Corporation that he/she is acquiring this Option and the Shares upon
exercise thereof for his own account for investment purposes and not with a
view to distribution, as defined in the Securities Act of 1933, as amended
(the "Act"), and the Rules and Regulations of the Securities Exchange
Commission promulgated thereunder.
The Optionee further agrees that he will not sell, assign, transfer or
pledge this option or any Shares purchased by him pursuant to the exercise of
the Option, unless and until either (i) a registration statement under the Act
covering said Shares becomes effective, or (ii) the Corporation has received
an opinion of counsel in form and substance satisfactory to the Corporation
and its counsel that such sale, transfer, assignment, or pledge may be
accomplished without registration under said Act.
6. Change in Number of Shares. In the event that the outstanding
shares of common stock of the Corporation shall be changed in number or class
by reason of stock splits, combination or exchange of shares, or similar
capital adjustments, or by reason of any merger, consolidation,
recapitalization, or reorganization, occurring after the date of granting of
this Option and prior to its exercise in full, the number and kind of Shares
for which this Option may then be exercised and the Option Price per Share
<PAGE> 15
shall be proportionately and appropriately adjusted so as to reflect such
change, all as determined by the Board of Directors of the Corporation.
7. Binding Effect. This Agreement shall be binding upon and inure
to the benefit of the parties hereto and their respective successor-in-
interest. All parties bound by this Agreement shall take any and all actions
necessary or appropriate to effectuate the purpose and provisions hereof.
8. Notices. Any and all notices, offers, acceptances, consent,
elections, or any other communications hereunder shall be deemed to have been
delivered three business days following the date of mailing thereof by
certified mail, postage prepaid, and addressed to the party at the address
shown on the signature page hereof or such other address as a party shall give
written notice of to the other party.
9. Extension of Time to Perform. Whenever the time for the
performance of any action or condition contained in this Agreement falls on
a Sunday or holiday, such time shall be extended to the next business day.
10. Captions. The captions used in this Agreement are for convenience
only and are not intended to limit or define the scope or intent of any
paragraph.
11. Contents of this Agreement. This Agreement sets forth the entire
understanding of the parties hereto and it may not be modified, released, or
discharged, in whole or in part, except by an agreement signed by all the
parties hereto. The preambles of this Agreement are hereby incorporated
herein by this reference.
12. Governing Law; Severability. This Agreement shall be construed
and enforced, and all questions concerning compliance by any person with its
terms shall be determined under the laws of the State of Delaware. All
provisions of this Agreement are severable and this Agreement shall be
interpreted and enforced as if all completely invalid or unenforceable
provisions were not contained herein, and partially valid and enforceable
provisions shall be enforced to the extent valid and enforceable.
13. Multiple Counterparts. This Agreement may be executed in multiple
counterparts each of which shall be deemed an original but all of which
together shall constitute one and the same instrument.
IN WITNESS WHEREOF, the Optionee has executed this instrument and the
Corporation has caused this instrument to be signed by its duly authorized
officers and its corporate seal to be hereunto affixed, all on the date and
year first above written.
SYNTRO CORPORATION
9669 Lackman Road
Lenexa, KS 66219
By: /s/ J. Donald Todd
_________________________________
Its President
<PAGE> 16
ATTEST:
/s/ Janice E. Katterhenry
______________________________
Its Secretary
OPTIONEE:
/s/ J. Lindsay Whitton
_________________________________
J. Lindsay Whitton
4145 Combe Way
San Diego, CA 92122
<PAGE> 17
EXHIBIT 4.5
STOCK OPTION AGREEMENT
THIS AGREEMENT, dated as of the 1st day of April, 1994 by and between
SYNTRO CORPORATION, a Delaware corporation (the "Corporation"), and Jagdev M.
Sharma of Vadnais Heights, Minnesota (the "Optionee"),
W I T N E S S E T H:
WHEREAS, the Optionee is a key employee/consultant of the Corporation
who is performing certain research and development services for the
Corporation; and
WHEREAS, the Optionee has performed, and will continue to perform,
services to the Corporation that are an integral part of the Corporation's
research and development activities and are and will be expected to be of
substantial benefit to the Corporation; and
WHEREAS, the Corporation wishes to give the Optionee an incentive to
increase his efforts on behalf of the Corporation by granting him an option
to purchase an equity interest in the Corporation;
NOW, THEREFORE, in consideration of the mutual covenants and conditions
contained herein and other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the parties hereby agree as
follows:
1. Option; Number of Shares; Price. The Corporation hereby grants
to the Optionee an Option to purchase, in the aggregate, up to 3,000 shares
of the one cent ($0.01) per share Par Value Common Stock of the Corporation
(the "Shares") at the price of Two and 37.5/100 Dollars ($2.375) per Share
(the "Option Price").
2. Exercise. The Optionee may exercise this Option in whole or in
part any time one (1) year after the date hereof by purchasing shares on or
before the Expiration Date provided below.
Shares Exercise Date
1,000 April 1, 1995
1,000 April 1, 1996
1,000 April 1, 1997
Subject to the provisions of Paragraph 3 herein below, the Optionee may
exercise this Option at any time while he is in the employ of Syntro to the
extent exercisable on or after the applicable Exercise Date (i.e., to the
extent not exercised, installments accumulate and may be exercised in
subsequent periods), but in all cases must be exercised on or before April 1,
1999, at which time the rights granted hereunder shall terminate.
<PAGE> 18
In order for the Optionee to exercise this Option, in whole or in part,
the Optionee shall deliver to the Corporation written notice of his or her
exercise, specifying the number of Shares as to which said option is being
exercised, which notice shall be accompanied by the Optionee's certified or
cashier's check in the amount equal to the number of shares then being
purchased multiplied by the Option Price. In the case of the Optionee's
proper exercise of this Option, the Corporation shall forthwith deliver to the
Optionee one or more certificates evidencing the number of shares purchased
pursuant to said exercise.
3. Option Period. The term of this Option shall commence on the date
first written above and the Option shall expire on April 1, 1999; provided,
however, that the Option and all rights granted the Optionee hereunder shall
terminate upon the date that is (a) thirty (30) days following the Optionee's
last day of employment by the Corporation, if the reason for such termination
of employment is other than the Optionee's death or permanent disability, or
(b) three hundred sixty (360) days following the Optionee's last day of
employment, if the reason for such termination or employment is the death or
permanent disability of the Optionee; and, provided further, that in the event
of the termination of the Optionee's employment by the Corporation for any
reason, such Option may be exercised by the Optionee or his successor-in-
interest for not more than the maximum number of Shares that the Optionee was
entitled to purchase on the date he ceased to be a consultant of Syntro. Any
Shares not purchased pursuant to the exercise of this Option on or before the
expiration or termination of this Agreement shall not be subject to purchase
hereunder.
4. Non-Transferability. This Option and the right of the Optionee
granted hereunder shall be personal to the Optionee and shall not be
transferable or assignable, in whole or in part, by the Optionee to any other
person.
5. Investment Representation. The Optionee warrants and represents
to the Corporation that he/she is acquiring this Option and the Shares upon
exercise thereof for his own account for investment purposes and not with a
view to distribution, as defined in the Securities Act of 1933, as amended
(the "Act"), and the Rules and Regulations of the Securities Exchange
Commission promulgated thereunder.
The Optionee further agrees that he will not sell, assign, transfer or
pledge this option or any Shares purchased by him pursuant to the exercise of
the Option, unless and until either (i) a registration statement under the Act
covering said Shares becomes effective, or (ii) the Corporation has received
an opinion of counsel in form and substance satisfactory to the Corporation
and its counsel that such sale, transfer, assignment, or pledge may be
accomplished without registration under said Act.
6. Change in Number of Shares. In the event that the outstanding
shares of common stock of the Corporation shall be changed in number or class
by reason of stock splits, combination or exchange of shares, or similar
capital adjustments, or by reason of any merger, consolidation,
recapitalization, or reorganization, occurring after the date of granting of
this Option and prior to its exercise in full, the number and kind of Shares
for which this Option may then be exercised and the Option Price per Share
<PAGE> 19
shall be proportionately and appropriately adjusted so as to reflect such
change, all as determined by the Board of Directors of the Corporation.
7. Binding Effect. This Agreement shall be binding upon and inure
to the benefit of the parties hereto and their respective successor-in-
interest. All parties bound by this Agreement shall take any and all actions
necessary or appropriate to effectuate the purpose and provisions hereof.
8. Notices. Any and all notices, offers, acceptances, consent,
elections, or any other communications hereunder shall be deemed to have been
delivered three business days following the date of mailing thereof by
certified mail, postage prepaid, and addressed to the party at the address
shown on the signature page hereof or such other address as a party shall give
written notice of to the other party.
9. Extension of Time to Perform. Whenever the time for the
performance of any action or condition contained in this Agreement falls on
a Sunday or holiday, such time shall be extended to the next business day.
10. Captions. The captions used in this Agreement are for convenience
only and are not intended to limit or define the scope or intent of any
paragraph.
11. Contents of this Agreement. This Agreement sets forth the entire
understanding of the parties hereto and it may not be modified, released, or
discharged, in whole or in part, except by an agreement signed by all the
parties hereto. The preambles of this Agreement are hereby incorporated
herein by this reference.
12. Governing Law; Severability. This Agreement shall be construed
and enforced, and all questions concerning compliance by any person with its
terms shall be determined under the laws of the State of Delaware. All
provisions of this Agreement are severable and this Agreement shall be
interpreted and enforced as if all completely invalid or unenforceable
provisions were not contained herein, and partially valid and enforceable
provisions shall be enforced to the extent valid and enforceable.
13. Multiple Counterparts. This Agreement may be executed in multiple
counterparts each of which shall be deemed an original but all of which
together shall constitute one and the same instrument.
IN WITNESS WHEREOF, the Optionee has executed this instrument and the
Corporation has caused this instrument to be signed by its duly authorized
officers and its corporate seal to be hereunto affixed, all on the date and
year first above written.
SYNTRO CORPORATION
9669 Lackman Road
Lenexa, KS 66219
By: /s/ J. Donald Todd
_________________________________
Its President
<PAGE> 20
ATTEST:
/s/ Janice E. Katterhenry
______________________________
Its Secretary
OPTIONEE:
/s/ Jagdev M. Sharma
_________________________________
Jagdev M. Sharma
260 Meadowood Lane
Vadnais Heights, MN 55127
<PAGE> 21
EXHIBIT 4.6
STOCK OPTION AGREEMENT
THIS AGREEMENT, dated as of the 8th day of April, 1994 by and between
SYNTRO CORPORATION, a Delaware corporation (the "Corporation"), and John E.
Geltosky of Carlsbad, California (the "Optionee"),
W I T N E S S E T H:
WHEREAS, the Optionee is a key employee/consultant of the Corporation
who is performing certain research and development services for the
Corporation; and
WHEREAS, the Optionee has performed, and will continue to perform,
services to the Corporation that are an integral part of the Corporation's
research and development activities and are and will be expected to be of
substantial benefit to the Corporation; and
WHEREAS, the Corporation wishes to give the Optionee an incentive to
increase his efforts on behalf of the Corporation by granting him an option
to purchase an equity interest in the Corporation;
NOW, THEREFORE, in consideration of the mutual covenants and conditions
contained herein and other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the parties hereby agree as
follows:
1. Option; Number of Shares; Price. The Corporation hereby grants
to the Optionee an Option to purchase, in the aggregate, up to 10,000 shares
of the one cent ($0.01) per share Par Value Common Stock of the Corporation
(the "Shares") at the price of Two and 25/100 Dollars ($2.25) per Share (the
"Option Price").
2. Exercise. The Optionee may exercise this Option in whole or in
part any time one (1) year after the date hereof by purchasing shares on or
before the Expiration Date provided below.
Shares Exercise Date
10,000 April 8, 1995
Subject to the provisions of Paragraph 3 herein below, the Optionee may
exercise this Option at any time while he is in the employ of Syntro to the
extent exercisable on or after the applicable Exercise Date (i.e., to the
extent not exercised, installments accumulate and may be exercised in
subsequent periods), but in all cases must be exercised on or before April 8,
1999, at which time the rights granted hereunder shall terminate.
<PAGE> 22
In order for the Optionee to exercise this Option, in whole or in part,
the Optionee shall deliver to the Corporation written notice of his or her
exercise, specifying the number of Shares as to which said option is being
exercised, which notice shall be accompanied by the Optionee's certified or
cashier's check in the amount equal to the number of shares then being
purchased multiplied by the Option Price. In the case of the Optionee's
proper exercise of this Option, the Corporation shall forthwith deliver to the
Optionee one or more certificates evidencing the number of shares purchased
pursuant to said exercise.
3. Option Period. The term of this Option shall commence on the date
first written above and the Option shall expire on April 8, 1999; provided,
however, that the Option and all rights granted the Optionee hereunder shall
terminate upon the date that is (a) thirty (30) days following the Optionee's
last day of employment by the Corporation, if the reason for such termination
of employment is other than the Optionee's death or permanent disability, or
(b) three hundred sixty (360) days following the Optionee's last day of
employment, if the reason for such termination or employment is the death or
permanent disability of the Optionee; and, provided further, that in the event
of the termination of the Optionee's employment by the Corporation for any
reason, such Option may be exercised by the Optionee or his successor-in-
interest for not more than the maximum number of Shares that the Optionee was
entitled to purchase on the date he ceased to be a consultant of Syntro. Any
Shares not purchased pursuant to the exercise of this Option on or before the
expiration or termination of this Agreement shall not be subject to purchase
hereunder.
4. Non-Transferability. This Option and the right of the Optionee
granted hereunder shall be personal to the Optionee and shall not be
transferable or assignable, in whole or in part, by the Optionee to any other
person.
5. Investment Representation. The Optionee warrants and represents
to the Corporation that he/she is acquiring this Option and the Shares upon
exercise thereof for his own account for investment purposes and not with a
view to distribution, as defined in the Securities Act of 1933, as amended
(the "Act"), and the Rules and Regulations of the Securities Exchange
Commission promulgated thereunder.
The Optionee further agrees that he will not sell, assign, transfer or
pledge this option or any Shares purchased by him pursuant to the exercise of
the Option, unless and until either (i) a registration statement under the Act
covering said Shares becomes effective, or (ii) the Corporation has received
an opinion of counsel in form and substance satisfactory to the Corporation
and its counsel that such sale, transfer, assignment, or pledge may be
accomplished without registration under said Act.
6. Change in Number of Shares. In the event that the outstanding
shares of common stock of the Corporation shall be changed in number or class
by reason of stock splits, combination or exchange of shares, or similar
capital adjustments, or by reason of any merger, consolidation,
recapitalization, or reorganization, occurring after the date of granting of
this Option and prior to its exercise in full, the number and kind of Shares
for which this Option may then be exercised and the Option Price per Share
<PAGE> 23
shall be proportionately and appropriately adjusted so as to reflect such
change, all as determined by the Board of Directors of the Corporation.
7. Binding Effect. This Agreement shall be binding upon and inure
to the benefit of the parties hereto and their respective successor-in-
interest. All parties bound by this Agreement shall take any and all actions
necessary or appropriate to effectuate the purpose and provisions hereof.
8. Notices. Any and all notices, offers, acceptances, consent,
elections, or any other communications hereunder shall be deemed to have been
delivered three business days following the date of mailing thereof by
certified mail, postage prepaid, and addressed to the party at the address
shown on the signature page hereof or such other address as a party shall give
written notice of to the other party.
9. Extension of Time to Perform. Whenever the time for the
performance of any action or condition contained in this Agreement falls on
a Sunday or holiday, such time shall be extended to the next business day.
10. Captions. The captions used in this Agreement are for convenience
only and are not intended to limit or define the scope or intent of any
paragraph.
11. Contents of this Agreement. This Agreement sets forth the entire
understanding of the parties hereto and it may not be modified, released, or
discharged, in whole or in part, except by an agreement signed by all the
parties hereto. The preambles of this Agreement are hereby incorporated
herein by this reference.
12. Governing Law; Severability. This Agreement shall be construed
and enforced, and all questions concerning compliance by any person with its
terms shall be determined under the laws of the State of Delaware. All
provisions of this Agreement are severable and this Agreement shall be
interpreted and enforced as if all completely invalid or unenforceable
provisions were not contained herein, and partially valid and enforceable
provisions shall be enforced to the extent valid and enforceable.
13. Multiple Counterparts. This Agreement may be executed in multiple
counterparts each of which shall be deemed an original but all of which
together shall constitute one and the same instrument.
IN WITNESS WHEREOF, the Optionee has executed this instrument and the
Corporation has caused this instrument to be signed by its duly authorized
officers and its corporate seal to be hereunto affixed, all on the date and
year first above written.
SYNTRO CORPORATION
9669 Lackman Road
Lenexa, KS 66219
By: /s/ J. Donald Todd
_________________________________
Its President
<PAGE> 24
ATTEST:
/s/ Janice E. Katterhenry
______________________________
Its Secretary
OPTIONEE:
/s/ John E. Geltosky
____________________________________
John E. Geltosky
7033 Llama Street
Carlsbad, CA 92009
<PAGE> 25
EXHIBIT 5
May 19, 1995
(312) 368-4014
The Board of Directors
Syntro Corporation
9669 Lackman Road
Lenexa, Kansas 66219
Gentlemen:
We have examined the registration statement filed with the Securities
and Exchange Commission on or about May 22, 1995 for registration under the
Securities Act of 1933, as amended, of an aggregate of 1,217,000 shares of
common stock, par value $0.01 per share, of Syntro Corporation (the "Company")
subject to issuance upon the exercise of options granted pursuant to the 1994
Stock Option Plan (the "1994 Plan") and agreements by and between the Company
and certain consultants (the "Options"). We have examined pertinent corporate
documents and records of the Company, including its Certificate of
Incorporation, as amended and its By-Laws, as amended and we have made such
other examinations as we have deemed necessary or appropriate as a basis for
the opinion hereinafter expressed.
On the basis of the foregoing, we are of the opinion that the issuance
of the aforesaid 1,217,000 shares of common stock to be offered by the Company
pursuant to the 1994 Plan and the Options, has been duly authorized, and, when
issued and sold upon the terms and conditions set forth in the 1994 Plan and
in the Options, such shares will be legally issued, fully paid and
non-assessable.
We hereby consent to the filing of this opinion as an exhibit to the
registration statement.
Very truly yours,
RUDNICK & WOLFE
/s/ John H. Heuberger
John H. Heuberger
JHH/sz
<PAGE> 26
EXHIBIT 23.1
Consent of Independent Auditors
We consent to the incorporation by reference in the Registration Statement
(Form S-8 No. 33-________) pertaining to the 1994 Stock Option Plan and
Non-Qualified Stock Option Agreements of Syntro Corporation of our reports
dated October 28, 1994, with respect to the consolidated financial statements
of Syntro Corporation incorporated by reference in its Annual Report (Form
10-K) for the year ended September 30, 1994 and the related financial
statement schedules included therein, filed with the Securities and Exchange
Commission.
/s/ Ernst & Young LLP
Ernst & Young LLP
Kansas City, Missouri
May 18, 1995
<PAGE> 27
EXHIBIT 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned, being a
director or officer, or both, of SYNTRO CORPORATION, (hereinafter called the
"Company"), does hereby constitute and appoint J. DONALD TODD, SUSAN H.
STROBEL and JANICE E. KATTERHENRY, and each of them, with full power to each
of them to act alone, as the true and lawful attorneys and agents of the
undersigned, with full power of substitution and resubstitution to each of
said attorneys to execute, file or deliver any and all instruments and to do
all acts and things which said attorneys and agents, or any of them, deem
advisable to enable the Company to comply with the Securities Act of 1933, as
amended, and any requirements of the Securities and Exchange Commission in
respect thereof, in connection with the registration under said Securities Act
of 1,217,000 shares of common stock subject to the Company's 1994 Stock Option
Plan, including specifically, but without limitation of the general authority
hereby granted, the power and authority to sign his name as a director or
officer, or both, of the Company, as indicated below opposite his signature,
to the registration statement, or any amendment, post-effective amendment, or
papers supplemental thereto to be filed in respect to said shares of common
stock of the Company; and each of the undersigned does hereby fully ratify and
confirm that all said attorneys and agents, or any of them, or the substitute
of any of them, shall do or cause to be done by virtue hereof.
This Power of Attorney may be executed in two or more counterparts, each
of which shall be deemed an original and all of which taken together shall
constitute one and the same instrument.
IN WITNESS WHEREOF, each of the undersigned has executed this Power of
Attorney this 16th day of May, 1995.
Name Title
/s/ J. Donald Todd President, Chief Executive Officer,
______________________________ Director
J. Donald Todd
/s/ Susan H. Strobel Vice President, Finance and
______________________________ Administration, Chief Financial Officer,
Susan H. Strobel Treasurer
/s/ Janice E. Katterhenry Assistant Vice President, Finance and
______________________________ Administration, Chief Accounting Officer,
Janice E. Katterhenry Secretary
<PAGE> 28
/s/ Russell T. Stern, Jr. Chairman of the Board, Director
______________________________
Russell T. Stern, Jr.
/s/ James L. Bittle Director
______________________________
James L. Bittle
/s/ H. Lowell Thomas Director
______________________________
H. Lowell Thomas
