FLANDERS CORP, S-8, 1997-07-21

FLANDERS CORP
S-8, 1997-07-21
INDUSTRIAL & COMMERCIAL FANS & BLOWERS & AIR PURIFING EQUIP

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As filed with the Securities and Exchange Commission on July 18, 1997

Registration No. __________

SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
__________
Form S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
__________________
FLANDERS CORPORATION
(Previously known as Elite Acquisitions, Inc.)
(Exact name of registrant as specified in its charter)

NORTH CAROLINA 13-3368271
(State of (I.R.S. Employer
incorporation) Identification Number)

531 Flanders Filters Road
Washington, North Carolina 27889
(919) 946-8081

(Address, including zip code, and telephone number, including
area code, of registrant's principal executive offices)

___________________________________________

Flanders Corporation 1996 Long-Term Incentive Plan
Flanders Corporation 1996 Director Option Plan
1995 and 1996 Employee Stock Grants pursuant to Written Employment Agreements

(Full title of the plans)

___________________________________________

WILLIAM C. GIBBS, ESQ.
Snell & Wilmer, L.L.P.
111 East Broadway, Suite 900
Salt Lake City, Utah 84111
(801) 237-1900

(Name, address, including zip code, and telephone number, including
area code, of agent for service)

________________________________________

Approximate date of proposed commencement of sales: As soon as
practicable after this Registration Statement becomes effective.

CALCULATION OF REGISTRATION FEE

Title of Securities Amount to be Proposed Maximum Proposed Maximum Amount of
to be Registered Registered<F1> Offering Price per Share<F2> Aggregate Offering Price<F2> Registration Fee
<C> <S> <S> <S> <S>

Common Stock, $.001 par value:

1996 Long-Term Incentive Plan 2,000,000 $7.03 $14,060,000 $ 4,260.61
1996 Director Option Plan 500,000 $7.03 $ 3,515,000 $ 1,065.15
1995 and 1996 Employee
Stock Grants 6,300,000 $7.03 $44,289,000 $13,420.91
$18,746.67

<PAGE>

<FN>
<F1>
This Registration Statement shall also cover any additional shares of
common stock which become issuable under the 1996 Long-Term Incentive Plan,
1996 Director Option Plan and 1995 and 1996 Employee Stock Grants by reason of
any stock dividend, stock split, recapitalization or other similar transaction
effected without the receipt of consideration which results in an increase in
the number of the Registrant's outstanding shares of common stock.
<F2>
Calculated solely for purposes of this offering under Rule 457(h) of the
Securities Act of 1933, as amended, on the basis of the average of the bid and
asked prices per share of common stock of Flanders Corporation on July 11,
1997, as reported by the NASDAQ National Market System.
</FN>
</TABLE>

<PAGE>

PART I

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

The documents containing the information specified in Part I, Items 1 and
2, will be delivered to employees in accordance with Form S-8 and Rule 428 of
the Securities Act of 1933, as amended (the "Securities Act").

PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Certain Documents by Reference

Flanders Corporation (the "Registrant") has filed the following documents
with the Securities and Exchange Commission (the "Commission") pursuant to the
Securities Exchange Act of 1934 ("Exchange Act") and hereby incorporates such
documents by reference into this Registration Statement: (a) The Registrant's
Annual Report on Form 10-K for the fiscal year ended December 31, 1996; (b) The
Registrant's Quarterly Report on Form 10-Q for the quarter ended March 31,
1997; and (c) a Description of Capital Stock contained in the Registrant's
registration statement on Form 8-A, including all amendments or reports filed
for the purpose of updating such description.

All other documents and reports filed by the Registrant pursuant to
Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date
of this Registration Statement and prior to the filing of a post-effective
amendment which indicates that all securities to be offered pursuant hereto
have been sold or which deregisters such securities then remaining unsold shall
be deemed to be incorporated by reference in this Registration Statement and to
be made a part hereof from the date of the filing of such reports and
documents. Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Registration Statement to the extent that a statement
contained herein or in any subsequently filed document which also is or is
deemed to be incorporated by reference herein modifies or supersedes such
statement. Any such statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this Registration
Statement.

Item 4. Description of Securities

Not applicable.

Item 5. Interests of Named Experts and Counsel

Not applicable.

Item 6. Indemnification of Officers and Directors

The law of North Carolina permits extensive indemnification of present and
former directors, officers, employees or agents of a North Carolina company,
whether or not authority for such indemnification is contained in the
indemnifying company's articles of incorporation or bylaws. Specific authority
for indemnification of present and former directors and officers, under certain
circumstances, is contained in the Company's Bylaws. Under North Carolina law,
before a company can provide indemnification, the company must find that the
director, officer, employee or agent conducted himself in good faith and in a
manner he reasonably believed, in the case of conduct in his official capacity
with the company, was in the best interest of the company and, in all other
cases, was at least not opposed to the company's best interest, and, with
respect to any criminal action or proceeding, had no reasonable cause to
believe his conduct was unlawful. Statutory indemnification is permissive,
except in the event of a successful defense, in which case, unless limited by
the articles of incorporation, when a director, officer, employee or agent must
be indemnified against reasonable expenses incurred by him in connection
therewith. Indemnification is permitted with respect to expenses, judgments,
fines, and amounts paid in settlement by such persons.

The Company's Bylaws provide that the Company 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 an action by or in the right of
the Company), by reason of the fact that he is or was a director, officer,
employee, fiduciary or agent of the Company or is or was serving at the request
of the Company as a director, officer, employee, fiduciary 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 the best interest of the Company and, with respect
to any criminal action or proceeding, had no reasonable cause to believe his
conduct was unlawful.

The Company's Bylaws also provide that a corporation may indemnify any
director or officer of the Company who was or is a party or is threatened to be
made a party to any proceeding by or in the right of the Company to procure a
judgment in its favor by reason

<PAGE>

of the fact that he is or was a director, officer, employee, or agent of
the Company, or is or was serving at the request of the Company as a
director, officer, employee, fiduciary or agent of another corporation
or other enterprise against expenses (including attorneys' fees)
actually and reasonably incurred by him in connection with the defense
or settlement of such action if he acted in good faith and in a manner
he reasonably believed to be in the best interests of the Company. No
indemnification shall be made in respect of any claim or matter as to
which such person has been adjudged to be liable for negligence or
misconduct in the performance of his duty to the Company unless and only
to the extent that the court in which the action is brought determines
that in view of all circumstances such person is fairly and reasonably
entitled to indemnification for expenses which the court deems proper.

The Company's Bylaws also provide that an authorized representative of the
Company who neither was or is a director or officer of the Company may, to the
extent that he is successful on the merits and defense of any action, be
indemnified against expenses (including attorneys' fees) actually and
reasonably incurred in connection therewith. A determination of whether
indemnification is proper shall be made by the Board by a majority vote of a
quorum consisting of disinterested directors or, if such a quorum is not
obtainable or even if obtainable a quorum of disinterested directors so
directs, by independent legal counsel in a written opinion, or by the
shareholders. The Company may advance expenses (including attorneys' fees)
upon receipt of an undertaking by or on behalf of an authorized representative
to repay such amount unless it is determined that he is entitled to be
indemnified.

Item 7. Exemption from Registration

Not applicable.

Item 8. Exhibits

Exhibit No. Description

5.1 Opinion of Snell & Wilmer, L.L.P.

23.1 Consent of McGladrey & Pullen, L.L.P.

23.2 Consent of Snell & Wilmer, L.L.P. (included in the
opinion filed as Exhibit 5.1)

24 Power of Attorney (reference is made to page 4 of this
Registration Statement)

99.1 Flanders Corporation Long-Term Incentive Plan, filed
with the December 31, 1995 Form 10-K, incorporated
herein by reference.

99.2 Flanders Corporation 1996 Director Option Plan, filed
with the December 31, 1995 Form 10-K, incorporated
herein by reference.

99.3 Employment Agreement between Elite Acquisitions, Inc.,
Flanders Filters, Inc. and Steven K. Clark, filed with
the December 31, 1995 Form 10-K, incorporated herein by
reference.

99.4 Amendment to Employment Agreement between Elite
Acquisitions, Inc., Flanders Filters, Inc. and Steven K.
Clark, filed with Form S-1, filed October 21, 1996 (Reg.
No. 333-14655), incorporated herein by reference.

99.5 Employment Agreement between Elite Acquisitions, Inc.,
Flanders Filters, Inc. and Robert Amerson, filed with
the December 31, 1995 Form 10-K, incorporated herein
by reference.

99.6 Amendment to Employment Agreement between Elite
Acquisitions, Inc., Flanders Filters, Inc. and Robert
R. Amerson, filed with Form S-1, filed October 21, 1996
(Reg. No. 333-14655), incorporated herein by reference.

99.7 Stock Option Agreement between Elite Acquisitions, Inc.
and Robert R. Amerson, filed with the Form 10-K dated
December 31, 1995, incorporated herein by reference.

99.8 Stock Option Agreement between Elite Acquisitions, Inc.
and Steven K. Clark, filed with the Form 10-K dated
December 31, 1995, incorporated herein by reference.

99.9 Stock Option Agreement between Flanders Corporation and
Steven K. Clark dated February 22, 1996.

2
<PAGE>

99.10 Stock Option Agreement between Flanders Corporation and
Robert R. Amerson dated February 22, 1996.

99.11 Stock Option Agreement between Flanders Corporation and
Steven K. Clark dated June 3, 1996.

99.12 Stock Option Agreement between Flanders Corporation and
Robert R. Amerson dated June 3, 1996.

Item 9. Undertakings

The undersigned Registrant hereby undertakes:

1. To file, during any period in which offers or sales are being made, a
post-effective amendment to this Registration Statement:

(a) To include any prospectus required by Section 10(a)(3) of the
Securities Act;

(b) 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 this Registration Statement;

(c) To include any material information with respect to the plan
of distribution not previously disclosed in this Registration
Statement or any material change to such information in this
Registration Statement.

Provided, however, that paragraphs (1)(a) and (1)(b) above do not apply if
the registration statement is on Form S-3 or Form S-8, and 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 Exchange Act that are incorporated by reference in this
Registration Statement.

2. That, for the purpose of determining any liability under the
Securities Act, 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.

4. If the registrant is a foreign private issuer, to file a post-
effective amendment to this Registration Statement to include any financial
statements required by Rule 3-19 of Regulation S-X at the start of any delayed
offering or throughout a continuous offering.

5. For purposes of determining any liability under the Securities Act,
each filing of the Registrant's annual report pursuant to Section 13(a) or
15(d) of the Exchange Act (and, where applicable, each filing of an employee
benefit plan's annual report pursuant to Section 15(d) of the Exchange Act)
that is incorporated by reference in the Registration Statement shall be deemed
to be a new registration statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.

6. Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers, and controlling persons
of the Registrant pursuant to the foregoing provisions, 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 and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the
Securities Act and will be governed by the final adjudication of such issue.

<PAGE>

SIGNATURES

Pursuant to the requirements of the Securities Act, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Washington, State of North Carolina, on the 18th day
of July, 1997.

FLANDERS CORPORATION

By: /s/ Robert R. Amerson
Robert R. Amerson
Chief Executive Officer

KNOW ALL PERSONS BY THESE PRESENTS that each person whose signature
appears below constitutes and appoints Steven K. Clark, his attorney-in-fact,
to sign any documents to this Registration Statement (including post-effective
amendments), and to file the same, with all exhibits thereto, and other
documents in connection therewith, with the Commission, hereby ratifying and
confirming all the said attorney-in-fact may lawfully do or cause to be done by
virtue hereof.

Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed by the following persons in the capacities and on the
dates indicated.

Signature Title Date

/s/ Robert R. Amerson President, Chief
_____________________________ Executive Officer July 18, 1997
Robert R. Amerson

/s/ Steven K. Clark Chief Financial Officer and
_____________________________ Chief Accounting Officer July 18, 1997
Steven K. Clark

/s/ Thomas T. Allan
_____________________________ Chairman of the Board July 18, 1997
Thomas T. Allan

/s/ Gustavo Hernandez Director, Vice President July 18, 1997
_____________________________ of Operations
Gustavo Hernandez

/s/ William M. Claytor
_____________________________ Director July 18, 1997
William M. Claytor

/s/ William H. Clark
_____________________________ Director July 18, 1997
William H. Clark

/s/ Steven K. Clark
_____________________________ July 18, 1997
Steven K. Clark
Attorney-in-fact

<PAGE>

EXHIBIT 5.1

OPINION OF SNELL & WILMER, L.L.P.

<PAGE>

[Snell & Wilmer, L.L.P. Letterhead]

July 18, 1997

FLANDERS CORPORATION
531 Flanders Filters Road
Washington, NC 27889

Ladies and Gentlemen:

Reference is made to your proposed registration and offering of
8,800,000 shares of common stock of Flanders Corporation, as contemplated by
the Registration Statement (the "Registration Statement") on Form S-8 filed by
you on July 18, 1997, with the Securities and Exchange Commission under the
Securities Act of 1933, as amended.

We have examined originals or copies, certified or otherwise
identified to our satisfaction, of such corporate records, agreements, and
other instruments, certificates, orders, opinions, correspondence with public
officials, certificates provided by your officers and representatives, and
other documents, as we have deemed necessary or advisable for the purposes of
rendering the opinions set forth herein.

Based on the foregoing, it is our opinion that after the Registration
Statement shall have become effective and the shares shall have been issued and
delivered as described therein, such shares of common stock will be validly
issued, fully paid and non-assessable.

Consent is hereby given to the use of this opinion as part of the
Registration Statement referred to above and to the use of our name wherever it
appears in said Registration Statement and the related prospectus.

Very truly yours,

SNELL & WILMER, L.L.P.

<PAGE>

EXHIBIT 23.1

CONSENT OF MCGLADREY & PULLEN, L.L.P.

<PAGE>

[McGladrey & Pullen Letterhead]

INDEPENDENT AUDITOR'S CONSENT

To the Board of Directors
Flanders Corporation
Washington, North Carolina

We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 and in the related Prospectus, of our report, dated
February 7, 1997, except for the second paragraph of Note 8 and the first
paragraph of Note 23 as to which the date is March 10, 1997, relating to the
consolidated financial statements of Flanders Corporation and subsidiaries and
to our report dated February 7, 1997, relating to the financial statement
schedules, included in the Annual Report on Form 10-K for the year ended
December 31, 1996. We also consent to the reference to our Firm under the
caption "Experts" in the Registration Statement.

/s/ McGladrey & Pullen, LLP
New Bern, North Carolina
July 18, 1997

901 College Court Worldwide
P.O. Box 15409 Service
New Bern, North Carolina 28561-5409 Through
(919) 637-5154 FAX (919) 637-5383 RSM International

<PAGE>

EXHIBIT 23.2

CONSENT OF SNELL & WILMER
(Included in the opinion filed as Exhibit 5.1)

<PAGE>

EXHIBIT 24

POWER OF ATTORNEY
(reference is made to page 4 of this Registration Statement)

<PAGE>

EXHIBIT 99.9

STOCK OPTION AGREEMENT
between Flanders Corporation and Steven K. Clark
dated February 22, 1996

<PAGE>

Neither this Option nor the Common Stock to be issued upon exercise
hereof, has been registered under the Securities Act of 1993, as amended
(the "Act"), or qualified under any state securities law (the "Law"),
and this Option has been, and the Common Stock to be issued upon
exercise hereof will be, acquired for investment and not with a view to,
or for resale in connection with, any distribution thereof. No such sale
or other disposition may be made without an effective registration
statement under the Act and qualification under the law related thereto
or an opinion of counsel reasonably satisfactory to Flanders Corporation
and its counsel, that said registration and qualifications are not
required under the Act and Law, respectively.

FLANDERS CORPORATION

STOCK OPTION AGREEMENT

This stock option (the "Option" or the "Agreement") is being granted
pursuant to certain resolutions of the Board of Directors of Flanders
Corporation, dated February 22, 1996.

I. NOTICE OF STOCK OPTION GRANT

Optionee:
Steven K. Clark

You have been granted an option to purchase Common Stock of Flanders
Corporation (the "Company"). This Option shall be subject to the following
terms and conditions:

Date of Grant: February 22, 1996
Exercise Price Per Share: $ 2.50
Number of Shares: 1,000,000
Type of Option: Non-Qualified
Expiration Date: February 22, 2001
Vesting Schedule:

This Option shall vest only upon the Company reaching the following
financial objectives:

(a) The acquisition by the Company of Charcoal Services Corporation
and Tri Dim Filter Corporation or companies of equivalent size, assets and
revenues; or

<PAGE>

(b) The Company achieving $75,000,000 of annual revenues as
determined by the Company's accountants.

II. AGREEMENT

1. GRANT OF OPTION. The Company hereby grants to the Optionee named in
the Notice of Stock Option Grant in Section I of this Agreement, an option
(the "Option") to purchase the number of shares ("Shares") as set forth in
Section 1, at the exercise price per share set forth in Section I (the
"Exercise Price"), subject to the terms and conditions set forth herein.

2. EXERCISE OF OPTION.

(a) Right to Exercise. This Option is exercisable during its term
in accordance with the Vesting Schedule set forth in Section 1 and the
applicable provisions of this Option Agreement. In the event of
Optionee's death, disability or other termination of Optionee's employment
or consulting relationship, the exercisability of the Option is governed by
the applicable provisions of this Option Agreement.

(b) Method of Exercise. This Option is exercisable by delivery of
an exercise notice, in the form attached as Exhibit A (the "Exercise
Notice"), which shall state the election to exercise the Option, the number
of Shares in respect of which the Option is being exercised (the "Exercised
Shares"), and such other representations and agreements as may be required
by the Company. The Exercise Notice shall be signed by the Optionee and
shall be delivered in person or by certified mail to the Secretary of the
Company. The Exercise Notice shall be accompanied, if applicable, by
payment of the aggregate Exercise Price as to all Exercised Shares. This
Option shall be deemed to be exercised upon receipt by the Company of such
fully executed Exercise Notice accompanied by any applicable aggregate
Exercise Price.

3. METHOD OF PAYMENT. Payment of the aggregate Exercise Price shall be
by any of the following, or a combination thereof, at the election of the
Optionee:

(a) Cash;

(b) Check;

(c) In lieu of exercising this Option by delivery of cash or check,
the Optionee may make a valid Option exercise by electing to receive shares
equal to the value of this Option (or the portion thereof being canceled)
by surrendering this Option at the principal office of the Company together
with the Exercise Notice (a "Net Exercise"), in which event the Company
shall transfer to the Optionee a number of Shares computed using the
following formula:

<PAGE>

Y (A-B)
X = ---------
A

Where X = the number of Option Shares to be issued to such Optionee.

Y = the number of Option Shares purchasable by such Optionee
under this Option Agreement the rights to which are
surrendered pursuant to the Net Exercise.

A = the Fair Market Value of one Option Share (as determined by
the average bid and ask price per share of Company Stock as
quoted on the OTC Bulletin Board or other national exchange
upon which the Company's stock is quoted).

B = the Exercise Price (as adjusted to the date of such
calculation).

4. REGISTRATION UNDER THE SECURITIES ACT.

(a) Piggy-Back Rights. If at any time the Company shall propose
to file with the Securities and Exchange Commission (the "Commission") on
behalf of the Company or any other stockholder a registration statement
under the Securities Act, with respect to any class of security (as defined
in Section 3(a)(10) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act")), other than a registration statement approved by the Board
of Directors on Form S-4 or S-8, or such amended or alternative form for
Form S-4 or S-8 as the Commission may from time to time require, the
Company shall in each case timely notify the Optionee and include in such
registration statement any or all of the Option Shares as the Optionee may
request within twenty (20) days after the Company's giving of such notice,
subject to the conditions set forth herein.

(b) Demand Rights. Provided that the Company is eligible to file a
registration statement on Form S-3, if at any time after the date of this
Agreement the Company shall receive from the Optionee a written request
that the Company effect a registration on Form S-3 to permit the sale or
disposition of the Shares, the Company shall file a registration statement
on Form S-3 as expeditiously as possible covering the Shares.

(c) Duties of Company. In connection with the preparation and
filing of a registration statement, the Company agrees to (i) use its best
efforts to cause such registration statement to become and remain
effective; (ii) furnish to the Optionee such number of copies of a
prospectus, including a preliminary prospectus, in conformity with the
requirements of the Securities Act, and such other documents as Optionee
may reasonably request in order to facilitate the disposition of the
Shares; and (iii) use its best

<PAGE>

efforts to register and qualify the shares in such jurisdictions as
shall be identified by the Optionee for the distribution of the
securities covered by the registration statement.

(d) Indemnification by Optionee. To the extent permitted by law,
Optionee will indemnify and hold harmless the Company, and its directors,
officers, employees, agents and representatives, as well as its controlling
persons (within the meaning of the Securities Act) against any losses,
claims, damages, liabilities, or expenses, including without limitation,
attorneys' fees and disbursements, which arise out of or are based upon any
violation by Optionee of the Securities Act, or any rule or regulation
promulgated thereunder applicable to Optionee or arise out of or are based
upon any untrue statement of any material fact contained in the
registration statement, or arise out of or are based upon the omission or
alleged omission to state therein a material fact required to be stated
therein or necessary to make the statements therein not misleading, but
only to the extent that such untrue statement or alleged untrue statement
or omission, or alleged omission was made in such registration statement in
reliance upon and in conformity with information furnished by Optionee in
writing expressly for use in connection with such registration statement.

(e) Indemnification by Company. To the extent permitted by law,
the Company will indemnify and hold harmless Optionee against any losses,
claims, damages, liabilities, or expenses, including without limitation
attorneys' fees and disbursements, to which Optionee may become subject
under the Securities Act to the extent that such losses, claims, damages or
liabilities arise out of or are based upon any violation by the Company of
the Securities Act, or any rule or regulation promulgated thereunder
applicable to the Company, or arise out of or are based upon any untrue or
alleged untrue statement of any material fact contained in the registration
statement, or arise out of or are based upon the omission or alleged
omission to state therein a material fact required to be stated therein or
necessary to make the statements therein not misleading, or arise out of
any violation by the Company of any rule or regulation promulgated under
the Securities Act applicable to the Company and relating to action or
inaction required of the Company in connection with such registration
statement; provided, however, that the indemnity agreement contained in
this paragraph shall not apply to any loss, damage or liability to the
extent that same arises out of or is based upon an untrue statement or
omission made in connection with such registration statement in reliance
upon and in conformity with information furnished in writing expressly for
use in connection with such registration statement by Optionee.

(f) Undertaking by Optionee. Optionee undertakes to comply with
all applicable laws governing the distribution of securities in connection
with Optionee's sale of the Shares, and to notify the Company of any
changes in Optionee's plan of distribution so that the Company can sticker
or amend the registration statement as the Company deems appropriate in its
sole discretion.

<PAGE>

5. NON-TRANSFERABILITY OF OPTION. This Option may not be transferred in
any manner other than by will or by the laws of descent or distribution and
may be exercised during the lifetime of Optionee only by the Optionee. The
terms of this Option Agreement shall be binding upon the executors,
administrators, heirs, successors and assigns of the Optionee.

6. TERM OF OPTION. This Option shall be exercised within five (5) years
from the date hereof, and may be exercised during such term only in
accordance with the terms of this Option Agreement.

7. TERMINATION OF OPTION. The Option shall terminate under the
following circumstances:

(a) The Option shall terminate on the Expiration Date;

(b) The Option shall terminate three months after the Optionee's
termination of employment;

(c) If the Optionee dies before the Option terminates pursuant to
paragraph 6(a) or 6(b), above, the Option shall terminate on the earlier of
(i) the date on which the Option would have lapsed had the Optionee lived
and had his employment status (i.e., whether the Participant was employed
by the Company on the date of his death or had previously terminated
employment) remained unchanged; or (ii) 15 months after the date of the
Optionee's death. Upon the Optionee's death, any exercisable Options may
be exercised by the Optionee's legal representative or representatives, by
the person or persons entitled to do so under the Optionee's last will and
testament, or, if the Optionee shall fail to make testamentary disposition
of the Option or shall die intestate, by the person or persons entitled to
receive said Option under the applicable laws of descent and distribution.

8. DILUTION PROTECTION.

(a) In the event the Company shall (i) declare a dividend on its
Common Stock in shares of Common Stock or make a distribution in shares of
Common Stock, (ii) declare a stock split or reverse stock split of its
outstanding shares of Common Stock, (iii) combine its outstanding shares of
Common Stock into a smaller number of shares of Common Stock or (iv) issue
by reclassification of its shares of Common Stock other securities
(including any such reclassification in connection with a consolidation or
merger in which the Company or any of its subsidiaries is the continuing
corporation), then the number of shares of Common Stock of the Company,
deliverable to Optionee hereunder and the Exercise Price related thereto
shall be adjusted so that the Optionee shall be entitled to receive the
kind and number of shares of Common Stock of the Company which the Optionee
has the right to receive, upon the happening of any of the

<PAGE>

events described above, with respect to the shares of the Company Stock
which were otherwise deliverable pursuant hereto. An adjustment made
pursuant to this paragraph shall become effective immediately after the
effective date of such event;

(b) Whenever the number of Shares or the Exercise Price of this
Option is adjusted pursuant to this paragraph, the Company shall promptly
mail by first class mail, postage prepaid, to Optionee, notice of such
adjustment or adjustments.

9. AVAILABILITY OF COMPANY STOCK. The Company hereby agrees and
covenants that at all times during the Exercise Period it shall reserve for
issuance a sufficient number of shares of Common Stock as would be required
upon full exercise of the rights represented by this Agreement.

10. NO RIGHT TO EMPLOYMENT. Nothing in this Agreement shall interfere
with or limit in any way the right of the Company to terminate the
Optionee's employment at any time, nor confer upon the Optionee any right
to continue in the employ of the Company or any Subsidiary.

11. TAX CONSEQUENCES. Some of the federal tax consequences relating to
this Option, as of the date of this Option, are set forth below. THIS
SUMMARY IS NECESSARILY INCOMPLETE, AND THE TAX LAWS AND REGULATIONS ARE
SUBJECT TO CHANGE. THE OPTIONEE SHOULD CONSULT A TAX ADVISER BEFORE
EXERCISING THIS OPTION OR DISPOSING OF THE SHARES.

(a) Exercising the Option. The Optionee may incur regular federal
income tax liability upon exercise of the Option. The Optionee will be
treated as having received compensation income (taxable at ordinary income
tax rates) equal to the excess, if any, of the Fair Market Value of the
Exercised Shares on the date of exercise over their aggregate Exercise
Price. If the Optionee is an Employee, the Company will be required to
withhold from his or her compensation or collect from Optionee and pay to
the applicable taxing authorities an amount equal to a percentage of this
compensation income at the time of exercise.

(b) Disposition of Shares. If the Optionee holds Shares for at
least one year, any gain realized on disposition of the Shares will be
treated as long-term capital gain for federal income tax purposes.

12. GOVERNING LAW. This Agreement is governed by the laws of the State
of North Carolina.

IN WITNESS WHEREOF, this Agreement is executed this 22nd day of February,
1996.

<PAGE>

FLANDERS CORPORATION

/s/ Robert R. Amerson
By: ___________________________________

OPTIONEE:

/s/ Steven K. Clark
By: ___________________________________

<PAGE>

EXHIBIT A

FLANDERS CORPORATION

EXERCISE NOTICE

Flanders Corporation
531 Flanders Filters Road
Washington, North Carolina 27889

1. EXERCISE OF OPTION. Effective as of today, __________________,
199__, the undersigned ("Purchaser") hereby elects to purchase ____ shares (the
"Shares") of the Common Stock of Flanders Corporation (the "Company") under and
pursuant to the Stock Option Agreement dated February 22, 1996 (the "Option
Agreement"). The purchase price for the Shares shall be as set forth in the
Option Agreement, as adjusted.

2. DELIVERY OF PAYMENT. Purchaser herewith delivers to the Company the
full purchase price for the Shares (either in cash, check or through a Net
Exercise as defined in the Option Agreement).

3. REPRESENTATIONS OF PURCHASER. Purchaser acknowledges that Purchaser
has received, read and understood the Option Agreement and agrees to abide by
and be bound by its terms and conditions.

4. RIGHTS AS SHAREHOLDER. Until the issuance (as evidenced by the
appropriate entry on the books of the Company or of a duty authorized transfer
agent of the Company) of the stock certificate evidencing such Shares, no right
to vote or receive dividends or any other rights as a shareholder shall exist
with respect to the Optioned Stock, notwithstanding the exercise of the Option.
A share certificate for the number of Shares so acquired shall be issued to the
Optionee as soon as practicable after exercise of the Option.

5. TAX CONSULTATION. Purchaser understands that Purchaser may suffer
adverse tax consequences as a result of Purchaser's purchase or disposition of
the Shares. Purchaser represents that Purchaser has consulted with any tax
consultants Purchaser deems advisable in connection with the purchase or
disposition of the Shares and that Purchaser is not relying on the Company for
any tax advice.

6. ENTIRE AGREEMENT. The Option Agreement is incorporated herein by
reference. This Exercise Notice and the Option Agreement constitute the entire
agreement of the parties and supersede in their entirety all prior undertakings
and agreements of the Company and Optionee with respect to the subject matter
hereof.

<PAGE>

Submitted by: Accepted By:

OPTIONEE: FLANDERS CORPORATION

________________________________ By: ____________________________
Signature

________________________________ Its: _____________________________
Print Name

Address:

________________________________

<PAGE>

EXHIBIT 99.10

STOCK OPTION AGREEMENT
between Flanders Corporation and Robert R. Amerson
dated February 22, 1996

<PAGE>

FLANDERS CORPORATION

STOCK OPTION AGREEMENT

This stock option (the "Option" or the "Agreement") is being granted
pursuant to certain resolutions of the Board of Directors of Flanders
Corporation, dated February 22, 1996.

I. NOTICE OF STOCK OPTION GRANT

Optionee:
Robert R. Amerson

You have been granted an option to purchase Common Stock of Flanders
Corporation (the "Company"). This Option shall be subject to the following
terms and conditions:

Date of Grant: February 22, 1996
Exercise Price Per Share: $ 2.50
Number of Shares: 1,000,000
Type of Option: Non-Qualified
Expiration Date: February 22, 2001
Vesting Schedule:

This Option shall vest only upon the Company reaching the following
financial objectives:

(a) The acquisition by the Company of Charcoal Services Corporation
and Tri Dim Filter Corporation or companies of equivalent size, assets and
revenues; or

(b) The Company achieving $75,000,000 of annual revenues as
determined by the Company's accountants.

II. AGREEMENT

2. EXERCISE OF OPTION.

3. METHOD OF PAYMENT. Payment of the aggregate Exercise Price shall be
by any of the following, or a combination thereof, at the election of the
Optionee:

(a) Cash;

(b) Check;

<PAGE>

Y (A-B)
X = ---------
A

Where X = the number of Option Shares to be issued to such Optionee.

Y = the number of Option Shares purchasable by such Optionee
under this Option Agreement the rights to which are
surrendered pursuant to the Net Exercise.

B = the Exercise Price (as adjusted to the date of such
calculation).

4. REGISTRATION UNDER THE SECURITIES ACT.

<PAGE>

efforts to register and qualify the shares in such jurisdictions as shall be
identified by the Optionee for the distribution of the securities covered by the
registration statement.

4
<PAGE>

6. TERM OF OPTION. This Option shall be exercised within five (5) years
from the date hereof, and may be exercised during such term only in
accordance with the terms of this Option Agreement.

7. TERMINATION OF OPTION. The Option shall terminate under the
following circumstances:

(a) The Option shall terminate on the Expiration Date;

(b) The Option shall terminate three months after the Optionee's
termination of employment;

8. DILUTION PROTECTION.

5
<PAGE>

events described above, with respect to the shares of the Company Stock which
were otherwise deliverable pursuant hereto. An adjustment made pursuant to this
paragraph shall become effective immediately after the effective date of such
event;

12. GOVERNING LAW. This Agreement is governed by the laws of the State
of North Carolina.

6
<PAGE>

IN WITNESS WHEREOF, this Agreement is executed this 22nd day of February,
1996.

FLANDERS CORPORATION

/s/ Steven K. Clark
By: ___________________________________

OPTIONEE:

/s/ Robert R. Amerson
By: ___________________________________

<PAGE>

EXHIBIT A

FLANDERS CORPORATION

EXERCISE NOTICE

Flanders Corporation
531 Flanders Filters Road
Washington, North Carolina 27889

1. EXERCISE OF OPTION. Effective as of today, __________________,
199__, the undersigned ("Purchaser") hereby elects to purchase _________ shares
(the "Shares") of the Common Stock of Flanders Corporation (the "Company")
under and pursuant to the Stock Option Agreement dated February 22, 1996 (the
"Option Agreement"). The purchase price for the Shares shall be as set forth in
the Option Agreement, as adjusted.

2. DELIVERY OF PAYMENT. Purchaser herewith delivers to the Company the
full purchase price for the Shares (either in cash, check or through a Net
Exercise as defined in the Option Agreement).

3. REPRESENTATIONS OF PURCHASER. Purchaser acknowledges that Purchaser
has received, read and understood the Option Agreement and agrees to abide by
and be bound by its terms and conditions.

<PAGE>

Submitted by: Accepted By:

OPTIONEE: FLANDERS CORPORATION

________________________________ By: ____________________________
Signature

________________________________ Its: _____________________________
Print Name

Address:

________________________________

<PAGE>

EXHIBIT 99.11

STOCK OPTION AGREEMENT
between Flanders Corporation and Steven K. Clark
dated June 3, 1996

<PAGE>

Neither this Option nor the Common Stock to be issued upon exercise hereof, has
been registered under the Securities Act of 1993, as amended (the "Act"), or
qualified under any state securities law (the "Law"), and this Option has been,
and the Common Stock to be issued upon exercise hereof will be, acquired for
investment and not with a view to, or for resale in connection with, any
distribution thereof. No such sale or other disposition may be made without an
effective registration statement under the Act and qualification under the law
related thereto or an opinion of counsel reasonably satisfactory to Flanders
Corporation and its counsel, that said registration and qualifications are not
required under the Act and Law, respectively.

FLANDERS CORPORATION

STOCK OPTION AGREEMENT

This stock option (the "Option" or the "Agreement") is being granted
pursuant to certain resolutions of the Board of Directors of Flanders
Corporation, dated June 3, 1996.

I. NOTICE OF STOCK OPTION GRANT

Optionee:
Steven K. Clark

You have been granted an option to purchase Common Stock of Flanders
Corporation (the "Company"). This Option shall be subject to the following
terms and conditions:

Date of Grant: June 3, 1996
Exercise Price Per Share: $ 7.50
Number of Shares: 1,000,000
Type of Option: Non-Qualified
Expiration Date: June 3, 2001
Vesting Schedule:

This Option may be exercised, in whole or in part, subject to the
terms of this Agreement, at any time after the Date of Grant and prior to
the Expiration Date.

II. AGREEMENT

1. GRANT OF OPTION. The Company hereby grants to the Optionee named in

<PAGE>

the Notice of Stock Option Grant in Section I of this Agreement, an option
(the "Option") to purchase the number of shares ("Shares") as set forth in
Section 1, at the exercise price per share set forth in Section I (the
"Exercise Price"), subject to the terms and conditions set forth herein.

2. EXERCISE OF OPTION.

3. METHOD OF PAYMENT. Payment of the aggregate Exercise Price shall be
by any of the following, or a combination thereof, at the election of the
Optionee:

(a) Cash;

(b) Check;

Y (A-B)
X = ---------
A

Where X = the number of Option Shares to be issued to such Optionee.

<PAGE>

Y = the number of Option Shares purchasable by such Optionee
under this Option Agreement the rights to which are
surrendered pursuant to the Net Exercise.

B = the Exercise Price (as adjusted to the date of such
calculation).

4. REGISTRATION UNDER THE SECURITIES ACT.

<PAGE>

Securities Act) against any losses, claims, damages, liabilities, or
expenses, including without limitation, attorneys' fees and
disbursements, which arise out of or are based upon any violation by
Optionee of the Securities Act, or any rule or regulation promulgated
thereunder applicable to Optionee or arise out of or are based upon any
untrue statement of any material fact contained in the registration
statement, or arise out of or are based upon the omission or alleged
omission to state therein a material fact required to be stated therein
or necessary to make the statements therein not misleading, but only to
the extent that such untrue statement or alleged untrue statement or
omission, or alleged omission was made in such registration statement in
reliance upon and in conformity with information furnished by Optionee
in writing expressly for use in connection with such registration
statement.

<PAGE>

6. TERM OF OPTION. This Option shall be exercised within five (5) years
from the date hereof, and may be exercised during such term only in
accordance with the terms of this Option Agreement.

7. TERMINATION OF OPTION. The Option shall terminate under the
following circumstances:

(a) The Option shall terminate on the Expiration Date;

(b) The Option shall terminate three months after the Optionee's
termination of employment;

8. DILUTION PROTECTION.

(b) Whenever the number of Shares or the Exercise Price of this
Option is adjusted pursuant to this paragraph, the Company shall promptly
mail by first class mail,

<PAGE>

postage prepaid, to Optionee, notice of such adjustment or adjustments.

12. GOVERNING LAW. This Agreement is governed by the laws of the State
of North Carolina.

IN WITNESS WHEREOF, this Agreement is executed this 3rd day of June, 1996.

FLANDERS CORPORATION

/s/ Robert R. Amerson
By: _____________________________________

<PAGE>

OPTIONEE:

/s/ Steven K. Clark
By: _____________________________________

<PAGE>

EXHIBIT A

FLANDERS CORPORATION

EXERCISE NOTICE

Flanders Corporation
531 Flanders Filters Road
Washington, North Carolina 27889

1. EXERCISE OF OPTION. Effective as of today, __________________,
199__, the undersigned ("Purchaser") hereby elects to purchase ___shares (the
"Shares") of the Common Stock of Flanders Corporation (the "Company") under and
pursuant to the Stock Option Agreement dated June 3, 1996 (the "Option
Agreement"). The purchase price for the Shares shall be as set forth in the
Option Agreement, as adjusted.

2. DELIVERY OF PAYMENT. Purchaser herewith delivers to the Company the
full purchase price for the Shares (either in cash, check or through a Net
Exercise as defined in the Option Agreement).

3. REPRESENTATIONS OF PURCHASER. Purchaser acknowledges that Purchaser
has received, read and understood the Option Agreement and agrees to abide by
and be bound by its terms and conditions.

<PAGE>

Submitted by: Accepted By:

OPTIONEE: FLANDERS CORPORATION

________________________________ By: ____________________________
Signature

________________________________ Its: _____________________________
Print Name

Address:

________________________________

<PAGE>

EXHIBIT 99.12

STOCK OPTION AGREEMENT
between Flanders Corporation and Robert R. Amerson
dated June 3, 1996

<PAGE>

FLANDERS CORPORATION

STOCK OPTION AGREEMENT

This stock option (the "Option" or the "Agreement") is being granted
pursuant to certain resolutions of the Board of Directors of Flanders
Corporation, dated June 3, 1996.

I. NOTICE OF STOCK OPTION GRANT

Optionee:
Robert R. Amerson

You have been granted an option to purchase Common Stock of Flanders
Corporation (the "Company"). This Option shall be subject to the following
terms and conditions:

Date of Grant: June 3, 1996
Exercise Price Per Share: $ 7.50
Number of Shares: 1,000,000
Type of Option: Non-Qualified
Expiration Date: June 3, 2001
Vesting Schedule:

This Option may be exercised, in whole or in part, subject to the
terms of this Agreement, at any time after the Date of Grant and prior to
the Expiration Date.

II. AGREEMENT

1. GRANT OF OPTION. The Company hereby grants to the Optionee named in

<PAGE>

2. EXERCISE OF OPTION.

3. METHOD OF PAYMENT. Payment of the aggregate Exercise Price shall be
by any of the following, or a combination thereof, at the election of the
Optionee:

(a) Cash;

(b) Check;

Y (A-B)
X = ---------
A

Where X = the number of Option Shares to be issued to such Optionee.

<PAGE>

Y = the number of Option Shares purchasable by such Optionee
under this Option Agreement the rights to which are
surrendered pursuant to the Net Exercise.

B = the Exercise Price (as adjusted to the date of such
calculation).

4. REGISTRATION UNDER THE SECURITIES ACT.

<PAGE>

Securities Act) against any losses, claims, damages, liabilities, or expenses,
including without limitation, attorneys' fees and disbursements, which arise out
of or are based upon any violation by Optionee of the Securities Act, or any
rule or regulation promulgated thereunder applicable to Optionee or arise out of
or are based upon any untrue statement of any material fact contained in the
registration statement, or arise out of or are based upon the omission or
alleged omission to state therein a material fact required to be stated therein
or necessary to make the statements therein not misleading, but only to the
extent that such untrue statement or alleged untrue statement or omission, or
alleged omission was made in such registration statement in reliance upon and in
conformity with information furnished by Optionee in writing expressly for use
in connection with such registration statement.

<PAGE>

6. TERM OF OPTION. This Option shall be exercised within five (5) years
from the date hereof, and may be exercised during such term only in
accordance with the terms of this Option Agreement.

7. TERMINATION OF OPTION. The Option shall terminate under the
following circumstances:

(a) The Option shall terminate on the Expiration Date;

(b) The Option shall terminate three months after the Optionee's
termination of employment;

8. DILUTION PROTECTION.

(b) Whenever the number of Shares or the Exercise Price of this
Option is adjusted pursuant to this paragraph, the Company shall promptly
mail by first class mail,

<PAGE>

postage prepaid, to Optionee, notice of such adjustment or adjustments.

12. GOVERNING LAW. This Agreement is governed by the laws of the State
of North Carolina.

IN WITNESS WHEREOF, this Agreement is executed this 3rd day of June, 1996.

FLANDERS CORPORATION

By: ___________________________________

<PAGE>

OPTIONEE:

By: ___________________________________

<PAGE>

EXHIBIT A

FLANDERS CORPORATION

EXERCISE NOTICE

Flanders Corporation
531 Flanders Filters Road
Washington, North Carolina 27889

1. EXERCISE OF OPTION. Effective as of today, __________________,
199__, the undersigned ("Purchaser") hereby elects to purchase ___ shares (the
"Shares") of the Common Stock of Flanders Corporation (the "Company") under and
pursuant to the Stock Option Agreement dated June 3, 1996 (the "Option
Agreement"). The purchase price for the Shares shall be as set forth in the
Option Agreement, as adjusted.

2. DELIVERY OF PAYMENT. Purchaser herewith delivers to the Company the
full purchase price for the Shares (either in cash, check or through a Net
Exercise as defined in the Option Agreement).

3. REPRESENTATIONS OF PURCHASER. Purchaser acknowledges that Purchaser
has received, read and understood the Option Agreement and agrees to abide by
and be bound by its terms and conditions.

<PAGE>

Submitted by: Accepted By:

OPTIONEE: FLANDERS CORPORATION

________________________________ By: ____________________________
Signature

________________________________ Its: _____________________________
Print Name

Address:

________________________________