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As filed with the Securities and Exchange Commission on May 24, 1995
Registration No. 33-____________
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
RADIUS INC.
(Exact name of Registrant as specified in its charter)
CALIFORNIA 68-0101300
(State of incorporation) (I.R.S. employer
identification no.)
215 Moffett Park Drive
Sunnyvale, California 94089
(Address of principal executive offices)
1986 STOCK OPTION PLAN
1994 DIRECTORS STOCK OPTION PLAN
(Full titles of the Plans)
David G. Pine, Esq.
General Counsel and Secretary
Radius Inc.
215 Moffett Park Drive
Sunnyvale, California 94089
(408) 541-6100
(Name, address and telephone number of agent for service)
COPIES TO:
Gordon K. Davidson, Esq.
Fenwick & West
Two Palo Alto Square
Palo Alto, California 94306
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
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Amount Proposed Proposed
Title of Securities to be Maximum Offering Maximum Aggregate Amount of
to be Registered Registered Price Per Share Offering Price Registration Fee
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<S> <C> <C> <C> <C>
Common Stock 447,500(1) $10.00,(2) $4,475,000(2) $1,543.10(3)
Common Stock 2,500(4) $8.00,(5) $20,000 $6.90(3)
----- ------ ----
TOTALS 450,000 $4,495,000 $1,550.00
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(Footnotes appear on next page.)
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<FN>
(1) Shares registered pursuant to this Registration Statement available for
issuance and not yet subject to outstanding options as of May 22, 1995
under the 1986 Stock Option Plan and under the 1994 Directors Stock
Option Plan.
(2) Estimate pursuant to Rule 457(c) based on the closing sale price of the
issuer's Common Stock on the Nasdaq National Market on May 22, 1995
solely for the purpose of calculating the amount of the registration fee.
(3) Pursuant to General Instruction E, the registration fee paid in connection
herewith is based on the maximum aggregate price at which securities
covered by this registration statement are proposed to be offered. No
registration fee is paid for securities previously registered.
(4) Shares registered pursuant to this Registration Statement subject to
outstanding options under the 1994 Directors Stock Option Plan as of May
22, 1995.
(5) Weighted average per share exercise price of options outstanding under the
1994 Directors Stock Option Plan.
</TABLE>
2
<PAGE>
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents filed with the Securities and Exchange Commission (the
"COMMISSION") are incorporated herein by reference:
(a) The Registrant's latest annual report filed pursuant to Section
13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the
"EXCHANGE ACT"), or the latest prospectus filed pursuant to Rule
424(b) under the Securities Act of 1933, as amended (the "1933 ACT"),
that contains audited financial statements for the Registrant's latest
fiscal year for which such statements have been filed.
(b) All other reports filed pursuant to Section 13(a) or 15(d) of the
Exchange Act since the end of the fiscal year covered by the annual
report or the prospectus referred to in (a) above.
(c) The description of the Registrant's Common Stock contained in the
Registrant's registration statement filed under Section 12 of the
Exchange Act, including any amendment or report filed for the purpose
of updating such description.
All documents subsequently filed by the Registrant pursuant to Sections 13(a),
13(c), 14 and 14(d) of the Exchange Act, prior to the filing of a post-effective
amendment which indicates that all securities offered hereby have been sold or
which deregisters all securities then remaining unsold, shall be deemed
incorporated by reference herein and to be 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.
Not Applicable
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The provisions of Section 317 of the California Corporations Code, Article V of
the Registrant's Articles of Incorporation and Article VI of the Registrant's
Bylaws provide for indemnification to the fullest extent permitted by law for
expenses, judgments, fines, settlements and other amounts actual and reasonably
incurred in connection with any proceeding arising by reason of the fact that
any person is or was a director, officer or employee of the Registrant. This
indemnification may be sufficiently broad to permit indemnification of the
Registrant's officers and directors for liabilities arising under the 1933 Act.
In addition, Article IV of the Registrant's Articles of Incorporation provides
that the liability of the Registrant's directors shall be eliminated to the
fullest extent permissible under California law.
The Registrant has entered into Indemnity Agreements with each of its current
directors to give such directors additional contractual assurances regarding the
scope of the indemnification and liability limitations set forth in the
Registrant's Articles of Incorporation and Bylaws.
3
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The Registrant currently carries a director and officer liability insurance
policy with a per claim and annual aggregate coverage limit of $10,000,000.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable
ITEM 8. EXHIBITS
4.01 Registrant's Sixth Amended and Restated Articles of Incorporation
(incorporated by reference to Exhibit 3.01 of Registrant's Form
10-K Annual Report pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934 for the fiscal year ended
September 30, 1994, as filed on December 22, 1994).
4.02 Registrant's Bylaws, as amended to date (incorporated by
reference to Exhibit 4.02 of the Registrant's Registration
Statement on Form S-8, filed on April 29, 1992 (File No. 33-
47525)).
4.03 1986 Stock Option Plan, as amended to date. (Related documents
are incorporated by reference to Exhibit 4.03 of Registrant's
Registration Statement on Form S-8, filed on April 29, 1992 (File
No. 33-47525)).
4.04 1994 Directors Stock Option Plan and related documents.
5.01 Opinion of Fenwick & West.
23.01 Consent of Fenwick & West (included in Exhibit 5.01).
23.02 Consent of Ernst & Young LLP, independent auditors.
24.01 Power of Attorney (see page 6).
ITEM 9. UNDERTAKINGS.
The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a post-
effective amendment to this Registration Statement:
(i) To include any prospectus required by Section 10(a)(3) of the 1933
Act;
(ii) To reflect in the prospectus any facts or events arising after the
effective date of the Registration Statement (or the most recent post-
effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the
Registration Statement;
(iii)To include any material information with respect to the plan of
distribution not previously disclosed in the Registration Statement or
any material change to such information in the Registration Statement.
4
<PAGE>
PROVIDED, HOWEVER, that paragraphs (1)(i) and (1)(ii) above do not apply if
the information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the Registrant pursuant to
Section 13 or 15(d) of the Exchange Act that are incorporated by reference in
the Registration Statement.
(2) That, for the purpose of determining any liability under the 1933 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 that remain unsold at the termination of the
offering.
The undersigned Registrant hereby undertakes that, for purposes of determining
any liability under the 1933 Act, each filing of the Registrant's annual report
pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where
applicable, each filing of an employee benefit plan's annual report pursuant to
Section 15(d) of the Exchange Act) that is incorporated by reference in the
Registration Statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial BONA FIDE offering thereof.
Insofar as indemnification for liabilities arising under the 1933 Act may be
permitted to directors, officers and controlling persons of the Registrant
pursuant to the provisions discussed in Item 6 hereof, or otherwise, the
Registrant has been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the 1933 Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than 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 hereby, 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 1933 Act and will be governed by the
final adjudication of such issue.
5
<PAGE>
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS that each individual and corporation whose
signature appears below constitutes and appoints Charles W. Berger and David G.
Pine, and each of them, his or her true and lawful attorneys-in-fact and agents
with full power of substitution, for him or her and in his or her name, place
and stead, in any and all capacities, to sign any and all amendments (including
post-effective amendments) to this Registration Statement on Form S-8, and to
file the same with all exhibits thereto and all documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents, and each of them, full power and authority to do
and perform each and every act and thing requisite and necessary to be done in
and about the premises, as fully to all intents and purposes as he or she might
or could do in person, hereby ratifying and confirming all that said attorneys-
in-fact and agents or any of them, or his or hers or their substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the city of San Jose, state of California, on the 23 day of May,
1995.
RADIUS INC.
By: /s/ Charles w. Berger
----------------------
Charles W. Berger, President
Pursuant to the requirements of the 1933 Act, this Registration Statement has
been signed by the following persons in the capacities and on the dates
indicated.
Signature Title Date
---------------------------- ------------------------ ---------------
PRINCIPAL EXECUTIVE OFFICER:
/s/ Charles W. Berger Chariman of the Board, May 22, 1995
------------------------
Charles W. Berger Chief Executive Officer
and President
PRINCIPAL FINANCIAL OFFICER:
/s/ Robert W. Saltmarsh Chief Financial Officer May 22, 1995
------------------------
Robert W. Saltmarsh
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PRINCIPAL ACCOUNTING OFFICER:
/s/ Cherrie L. Jurado Controller May 22 1995
------------------------
Cherrie L. Jurado
DIRECTORS:
------------------------ Director May ______, 1995
Michael D. Boich
/s/ Michael A. McConnell Director May 15, 1995
------------------------
Michael A. McConnell
/s/ Regis P. McKenna Director May 22, 1995
------------------------
Regis P. McKenna
/s/Lawrence G. Finch Director May 22, 1995
------------------------
Lawrence G. Finch
7
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EXHIBIT INDEX
DOCUMENT PAGE
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4.01 Registrant's Sixth Amended and Restated Articles of Incorporation
(incorporated by reference to Exhibit 3.01 of Registrant's Form 10-K
Annual Report pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 for the fiscal year ended September 30, 1990, as
filed on December 24, 1990).
4.02 Registrant's Bylaws, as amended to date (incorporated by reference
to Exhibit 4.02 of Registrant's Registration Statement on Form S-
8, filed on April 29, 1992 (File No. 33-47525)).
4.03 1986 Stock Option Plan, as amended to date. (Related documents
are incorporated by reference to Exhibit 4.03 of Registrant's
Registration Statement on Form S-8, filed on April 29, 1992 (File
No. 33-47525)).
4.04 1994 Directors Stock Option Plan and related documents.
5.01 Opinion of Fenwick & West regarding legality of the securities
being issued.
23.01 Consent of Fenwick & West (included in Exhibit 5.01).
23.02 Consent of Ernst & Young LLP, Independent Auditors.
24.01 Power of Attorney (see page 6).
<PAGE>
RADIUS INC.
1986 STOCK OPTION PLAN
AS AMENDED BY THE BOARD OF DIRECTORS THROUGH DECEMBER 14, 1994
AS AMENDED BY THE SHAREHOLDERS THROUGH FEBRUARY 15, 1995
1. PURPOSE. This Stock Option Plan ("PLAN") is established to provide
incentives for selected persons to promote the financial success and progress of
Radius Inc. (the "COMPANY") by granting such persons options to purchase shares
of stock of the Company.
2. ADOPTION AND SHAREHOLDER APPROVAL. This Plan shall become effective
on the date that it is adopted by the Board of Directors (the "BOARD") of the
Company. This Plan shall be approved by the shareholders of the Company, in any
manner permitted by applicable corporate law, within twelve months before or
after the date this Plan is adopted by the Board.
3. TYPES OF OPTIONS AND SHARES. Options granted under this Plan (the
"OPTIONS") may be either (a) incentive stock options ("ISOS") within the meaning
of Section 422A of the Internal Revenue Code of 1986, as amended at the time of
Grant (the "CODE"), or (b) nonqualified stock options ("NQSOS"). The shares of
stock that may be purchased upon exercise of Options granted under this Plan
(the "SHARES") are shares of the common stock of the Company.
4. NUMBER OF SHARES. The maximum number of Shares that may be issued
pursuant to Options granted under this Plan is 2,975,000 Shares, subject to
adjustment as provided in this Plan. If any Option is terminated for any reason
without being exercised in whole or in part, the Shares thereby released from
such Option shall be available for purchase under other Options subsequently
granted under this Plan. At all times during the term of this Plan, the Company
shall reserve and keep available such number of Shares as shall be required to
satisfy the requirements of outstanding Options under this Plan.
5. ADMINISTRATION. This Plan may be administered by the Board of
Directors of the Company or a committee appointed by the Board (the
"COMMITTEE"). If two or more members of the Board are Outside Directors (as
defined in Section 6(d) of the Plan), the Committee shall be comprised of at
least two members of the Board, all of whom are Outside Directors. So long as
the Company has a class of securities registered under the Securities Exchange
Act of 1934 as then in effect (the "Exchange Act") and a majority of the Board
is not comprised of Disinterested Persons, the Company will take appropriate
steps to comply with the disinterested administration requirements of Section
16(b) of the Exchange Act, which shall consist of the appointment by the Board
of a Committee consisting of not less than two members of the Board, each of
whom is a Disinterested Person (as defined in Section 6(e) of the Plan. So long
as the Company has a class of securities registered under the Exchange Act a
majority of the Board members acting on any matters affecting the administration
of this Plan (including the grant of any Options pursuant to this Plan to any
officer or director of the Company or other person (in each case, an "INSIDER")
whose transactions in the Company's common stock are subject to Section 16(b) of
the Exchange Act) must be Disinterested Persons; provided, however, that this
restriction shall not apply to votes on the grant of any Options pursuant to
this Plan other than to Insiders. The interpretation by the Committee of any of
the provisions of this Plan or any Option granted under this Plan shall be final
and binding upon the Company and all persons having an interest in any Option or
any Shares purchased pursuant to an Option. The Committee may delegate the
authority to officers of the Company to grant Options under this Plan to
Optionees who are not Insiders of the Company. As
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<PAGE>
used in this Plan, references to the "Committee" shall mean either the committee
appointed by the Board to administer this Plan, or the Board if no committee has
been established.
6. ELIGIBILITY. Options may be granted only to such employees, officers,
employee-directors, consultants and independent contractors of the Company or
any Parent, Subsidiary or Affiliate of the Company as the Committee shall select
from time to time in its sole discretion ("OPTIONEES"), provided that only
employees of the Company or a Parent or Subsidiary of the Company shall be
eligible to receive ISOs. Each "Named Executive Officer" (as that term is
defined in Item 402(a)(3) of Regulation S-K promulgated under the Exchange Act)
shall be eligible to receive up to 1,000,000 Shares at any time during the term
of this Plan pursuant to the grant of Awards hereunder. An Optionee may be
granted more than one Option under this Plan. A director who is not also an
employee of the Company shall not be eligible to receive Options under this
Plan. As used in this Plan, the following terms shall have the following
meanings:
(a) "PARENT" means any corporation (other than the Company) in an
unbroken chain of corporations ending with the Company if, at the time of
granting of the Option, each of such corporations other than the Company owns
stock possessing 50% or more of the total combined voting power of all classes
of stock in one of the other corporations in such chain.
(b) "SUBSIDIARY" means any corporation (other than the Company) in an
unbroken chain of corporations beginning with the Company if, at the time of
granting of the Option, each of the corporations other than the last corporation
in the unbroken chain owns stock possessing 50% or more of the total combined
voting power of all classes of stock in one of the other corporations in such
chain.
(c) "AFFILIATE" means any corporation that directly, or indirectly
through one or more intermediaries, controls or is controlled by, or is under
common control with another corporation, where "control" (including the terms
"controlled by" and "under common control with") means the possession, direct or
indirect, of the power to cause the direction of the management and policies of
the corporation, whether through the ownership of voting securities, by contract
or otherwise.
(d) "OUTSIDE DIRECTOR" shall mean any director who is NOT (i) a
current employee of the Company or any Parent, Subsidiary or Affiliate of the
Company, (ii) a former employee of the Company or any Parent, Subsidiary or
Affiliate of the Company who is receiving compensation for prior services (other
than benefits under a tax-qualified pension plan), (iii) a current or former
officer of the Company or any Parent, Subsidiary or Affiliate of the Company or
(iv) currently receiving compensation for personal services in any capacity,
other than as a director, from the Company or any Parent, Subsidiary or
Affiliate of the Company; provided, however, that at such time as the term
"Outside Director," (as used in Section 162(m) of the Code as defined in
regulations promulgated under Section 162(m) of the Code, "Outside Director"
shall have the meaning set forth in such regulations, as amended from time to
time and as interpreted by the Internal Revenue Service.
(e) "DISINTERESTED PERSON" shall have the meaning set forth in Rule
16b-3 as promulgated by the Securities and Exchange Commission (the "SEC") under
Section 16(b) of the Exchange Act, as such rule is amended from time to time and
as interpreted by the SEC.
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(f) "FAIR MARKET VALUE" shall mean the average of the last reported
bid and asked prices for common stock of the Company on the last trading day
prior to the date of determination or, in the event the common stock of the
Company is listed on a stock exchange or the NASDAQ National Market System, the
Fair Market Value shall be the closing price on such exchange or quotation
system on the date of determination.
7. TERMS AND CONDITIONS OF OPTIONS. The Committee shall determine
whether each Option is to be an ISO or an NQSO, the number of Shares for which
the Option shall be granted, the exercise price of the Option, the periods
during which the Option may be exercised, and all other terms and conditions of
the Option, subject to the following terms and conditions:
(a) FORM OF OPTION GRANT. Each Option granted under this Plan shall
be evidenced by a written Stock Option Grant ("GRANT") in such form (which need
not be the same for each Optionee) as the Committee shall from time to time
approve, which Grant shall comply with and be subject to the terms and
conditions of this Plan.
(b) EXERCISE PRICE. The exercise price of an Option shall be not
less than the Fair Market Value of the Shares at the time that the Option is
granted, except that NQSOs may be granted with an exercise price equal to or
greater than 50% of the Fair Market Value of the Shares at the time the option
is granted. The exercise price of any Option granted to a person owning 10% or
more of the total combined voting power of all classes of stock of the Company
or any Parent or Subsidiary of the Company ("TEN PERCENT SHAREHOLDER") shall not
be less than 110% of the Fair Market Value of the Shares at the time of the
grant.
(c) EXERCISE PERIOD. Options shall be exercisable within the times
or upon the events determined by the Committee as set forth in the Grant,
provided, however, that no Option shall be exercisable after the expiration of
ten years from the date the Option is granted, and provided further that no
Option granted to a Ten Percent Shareholder shall be exercisable after the
expiration of five years from the date the Option is granted. No Option that is
issued as a result of any increase in the number of shares authorized to be
issued under this Plan shall be exercised prior to the time such issuance has
been approved by the shareholders of the Company.
(d) LIMITATIONS ON ISOS. If the Fair Market Value of the stock with
respect to which ISOs are exercisable for the first time by an Optionee during
any calendar year exceeds $100,000, the Options for the first $100,000 worth of
stock shall be ISOs and Options for the amount in excess of $100,000 that
becomes exercisable in that year shall be NQSOs.
(e) DATE OF GRANT. The date of grant of an Option shall be the date
on which the Committee makes the determination to grant such Option unless
otherwise specified by the Committee. The Grant representing the Option shall
be delivered to the Optionee within a reasonable time after the granting of the
Option.
8. EXERCISE OF OPTIONS.
(a) NOTICE. Options may be exercised only by delivery to the Company
of a written exercise notice in a form approved by the Committee stating the
number of Shares being purchased together with payment in full of the exercise
price for the number of Shares being purchased.
(b) PAYMENT. Payment for the Shares may be made (i) in cash (by
check), (ii) by surrender of shares of common stock of the Company that have
been owned by Optionee for more than six (6) months (and which have been paid
for within the meaning of SEC Rule 144 and,
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if such shares were purchased from the Company by use of a promissory note, such
note has been fully paid with respect to such shares) or were obtained by the
Optionee in the open public market, having a Fair Market Value equal to the
exercise price of the Option; (iii) by waiver of compensation due or accrued to
Optionee for services rendered; (iv) through a "same day sale" commitment from
the Optionee and a broker-dealer that is a member of the National Association of
Securities Dealers (an "NASD DEALER") whereby the Optionee irrevocably elects to
exercise the Option and to sell a portion of the Shares so purchased to pay for
the exercise price and whereby the NASD Dealer irrevocably commits upon receipt
of such Shares to forward the exercise price directly to the Company; (v)
through a "margin" commitment from the Optionee and an NASD Dealer whereby the
Optionee irrevocably elects to exercise the Option and to pledge the Shares so
purchased to the NASD Dealer in a margin account as security for a loan from the
NASD Dealer in the amount of the exercise price, and whereby the NASD Dealer
irrevocably commits upon receipt of such Shares to forward the exercise price
directly to the Company; (vi) where permitted by applicable law and approved by
the Committee in its sole discretion, by tender of a full recourse promissory
note having such terms as may be approved by the Committee and bearing interest
at a rate sufficient to avoid imputation of income under Sections 483 and 1274
of the Code; or (vii) by any combination of the foregoing where approved by the
Committee in its sole discretion. Optionees who are not employees or directors
of the Company shall not be entitled to purchase Shares with a promissory note
unless the note is adequately secured by collateral other than the Shares.
(c) WITHHOLDING TAXES. Prior to issuance of the Shares upon exercise
of an Option, the Optionee shall pay or make adequate provision for any
applicable federal or state withholding obligations of the Company.
(d) LIMITATIONS ON EXERCISE. Notwithstanding the exercise periods
set forth in the Grant, exercise of an Option shall always be subject to the
following limitations:
(i) An Option shall not be exercisable unless such exercise
is in compliance with the Securities Act of 1933, as amended (the "1933 ACT"),
and all applicable state securities laws, as they are in effect on the date of
exercise.
(ii) The Committee may specify a reasonable minimum number
of Shares that may be purchased on any exercise of an Option, provided that such
minimum number will not prevent the Optionee from exercising the full number of
Shares as to which the Option is then exercisable.
9. NONTRANSFERABILITY OF OPTIONS. If an Option is an ISO, or if Optionee
is an Insider subject to Section 16(b) of the Exchange Act, then an Option may
not be transferred in any manner other than by will or by the law of descent and
distribution and may be exercised during the lifetime of the Optionee only by
the Optionee. Otherwise, an Option may only be transferred to Optionee's
immediate family, to a trust for the benefit of Optionee or Optionee's immediate
family, or to a charitable entity qualified under IRC Section 501(c), where
"immediate family" shall mean spouse, lineal descendant or antecedent, brother
or sister. The terms of this Option shall be binding upon the executors,
administrators, successors and assigns of the Optionee.
10. PRIVILEGES OF STOCK OWNERSHIP. No Optionee shall have any of the
rights of a shareholder with respect to any Shares subject to an Option until
the Option has been validly exercised. No adjustment shall be made for
dividends or distributions or other rights for
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which the record date is prior to the date of exercise, except as provided in
this Plan. The Company shall provide to each Optionee a copy of the annual
financial statements of the Company, at such time after the close of each fiscal
year of the Company as they are released by the Company to its shareholders.
11. ADJUSTMENT OF OPTION SHARES. In the event that the number of
outstanding shares of common stock of the Company is changed by a stock
dividend, stock split, reverse stock split, combination, reclassification or
similar change in the capital structure of the Company without consideration,
the number of Shares available under this Plan and the number of Shares subject
to outstanding Options and the exercise price per share of such Options shall be
proportionately adjusted, subject to any required action by the Board or
shareholders of the Company and compliance with applicable securities laws;
provided, however, that no certificate or scrip representing fractional shares
shall be issued upon exercise of any Option and any resulting fractions of a
Share shall be ignored.
12. NO OBLIGATION TO EMPLOY. Nothing in this Plan or any Option granted
under this Plan shall confer on any Optionee any right to continue in the employ
of the Company or any Parent, Subsidiary or Affiliate of the Company or limit in
any way the right of the Company or any Parent, Subsidiary or Affiliate of the
Company to terminate the Optionee's employment at any time, with or without
cause.
13. COMPLIANCE WITH LAWS. The grant of Options and the issuance of Shares
upon exercise of any Options shall be subject to and conditioned upon compliance
with all applicable requirements of law, including without limitation compliance
with the 1933 Act, any required approval by the Commissioner of Corporations of
the State of California, compliance with all other applicable state securities
laws and compliance with the requirements of any stock exchange or national
market system on which the Shares may be listed.
14. ASSUMPTION OF OPTIONS BY SUCCESSORS. In the event of a dissolution or
liquidation of the Company, a merger in which the Company is not the surviving
corporation, or the sale of substantially all of the assets of the Company, any
or all outstanding Options shall be assumed by the successor corporation or an
equivalent option shall be substituted by such successor corporation which
assumption or substitution shall be binding upon all Optionees. In the event of
a merger in which the Company is not the surviving corporation and the successor
corporation, if any, refuses to assume the Option or substitute an equivalent
option, the Option shall accelerate and become exercisable in full at least ten
days prior to and shall expire on, (and, if the Company has reserved to itself a
right to repurchase shares issued upon exercise of Options at the original
purchase price of such shares, such right shall terminate upon), the
consummation of such merger at such times and on such conditions as the
Committee shall determine. The aggregate Fair Market Value (determined at the
time an Option is granted) of stock with respect to which ISOs granted on or
after January 1, 1987 first become exercisable in the year of such dissolution,
liquidation, merger or sale of assets cannot exceed $100,000. Any remaining
accelerated ISOs granted on or after January 1, 1987 shall be treated as NQSOs.
15. AMENDMENT OR TERMINATION OF PLAN. The Committee may at any time
terminate or amend this Plan in any respect (including, but not limited to, any
form of Grant, agreement or instrument to be executed pursuant to this Plan);
provided, however, that the Committee shall not, without the approval of the
shareholders of the Company, amend the Plan in any manner that requires such
shareholder approval pursuant to the Code or the regulations promulgated
thereunder as such provisions apply to this Plan or pursuant to the Exchange Act
or Rule 16b-3 (or its successor) promulgated thereunder. In any case, no
amendment of this Plan may adversely affect any then outstanding Options or any
unexercised portions thereof without the written consent of the Optionee.
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<PAGE>
16. TERM OF PLAN. Options may be granted pursuant to this Plan from time
to time within a period of ten years from the date this Plan is adopted by the
Board of Directors.
17. RESTRICTIONS ON SHARES. At the discretion of the Committee, the
Company may reserve to itself or its assignee(s) in the Grant a right to
repurchase any or all Shares held by an Optionee upon the Optionee's termination
of employment or service with the Company or its Parent, Subsidiary or Affiliate
of the Company for any reason within a specified time as determined by the
Committee at the time of grant at (a) the Optionee's original purchase price,
(b) the Fair Market Value of such Shares or (c) a price determined by a formula
or other provision set forth in the Grant.
-6-
<PAGE>
RADIUS INC.
1994 DIRECTORS STOCK OPTION PLAN
As Adopted by the Board of Directors on December 14, 1994
As Approved by the Shareholders on February 15, 1995
1. PURPOSE. This 1994 Directors Stock Option Plan (this "Plan") is
established to provide equity incentives for nonemployee members of the Board of
Directors of Radius Inc. (the "Company"), who are described in Section 6.1
below, by granting such persons options to purchase shares of stock of the
Company.
2. ADOPTION AND SHAREHOLDER APPROVAL. This Plan shall become effective
on the date that it is adopted by the Board of Directors of the Company (the
"Effective Date"). This Plan shall be approved by the shareholders of the
Company, consistent with applicable laws, within twelve (12) months after the
Effective Date. Options ("Options") may be granted under this Plan on or after
the Effective Date provided that, in the event that shareholder approval is not
obtained within the time period provided herein, this Plan, and all Options
granted hereunder, shall terminate. No Option that is issued as a result of any
increase in the number of shares authorized to be issued under this Plan shall
be exercised prior to the time such increase has been approved by the
shareholders of the Company and all such Options granted pursuant to such
increase shall similarly terminate if such shareholder approval is not obtained.
So long as the Company is subject to Section 16(b) of the Securities Exchange
Act of 1934, as amended, (the "Exchange Act") the Company will comply with the
requirements of Rule 16b-3 with respect to shareholder approval.
3. TYPES OF OPTIONS AND SHARES. Options granted under this Plan shall be
nonqualified stock options ("NQSOs"). The shares of stock that may be purchased
upon exercise of Options granted under this Plan (the "Shares") are shares of
the Common Stock of the Company, no par value.
4. NUMBER OF SHARES. Subject to adjustment as provided in this Plan, the
total number of Shares reserved and available for grant and issuance pursuant to
the Plan shall be Shares consisting of 100,000 shares, plus the total number of
shares authorized for issuance, but not issued or subject to outstanding
options, under the Company's Directors' Stock Option Plan (the "Prior Plan") as
of the date of shareholder approval of this Plan. Any shares issuable upon
exercise of options granted pursuant to the Prior Plan that expire or become
unexercisable for any reason after the date of shareholder approval of this Plan
without having been exercised in full, shall no longer be available for
distribution under the Prior Plan, but shall be available for distribution under
this Plan. If any Option is terminated for any reason without being exercised
in whole or in part, the Shares thereby released from such Option shall be
available for purchase under other Options subsequently granted under this Plan.
At all times during the term of this Plan, the Company shall reserve and keep
available such number of Shares as shall be required to satisfy the requirements
of outstanding Options under this Plan.
5. ADMINISTRATION. This Plan shall be administered by the Board of
Directors of the Company (the "Board"). The interpretation by the Board of any
of the provisions of this Plan or any Option granted under this Plan shall be
final and binding upon the Company and all persons having an interest in any
Option or any Shares purchased pursuant to an Option.
6. ELIGIBILITY AND AWARD FORMULA.
6.1 ELIGIBILITY. Options may be granted only to directors of the
Company who are not employees of the Company or any Parent, Subsidiary or
Affiliate of the Company, as those terms are defined in Section 17 below (each
an "Optionee").
<PAGE>
6.2 INITIAL GRANT. Each Optionee who on or after the Effective Date
becomes a member of the Board will automatically be granted an Option for 10,000
Shares (the "Initial Grant"). Initial Grants shall be made on the later of the
Effective Date or the date such Optionee joins the Board.
6.3 SUCCEEDING GRANTS. Each year on the anniversary of the date of
the Optionee's Initial Grant hereunder or the anniversary of the date of
Optionee's initial grant under the Prior Plan, if the Optionee is still a member
of the Board, the Optionee will automatically be granted an Option for 2,500
Shares (the "Succeeding Grant").
6.4 ADDITIONAL GRANT. In addition, each director who received a
grant under the Prior Plan after August 30, 1994 and before the date of
shareholder approval of this Plan will receive a one time grant of an option to
purchase 1,250 shares of Common Stock upon shareholder approval of this Plan,
provided the director continues to serve on the Board at the time of such
approval.
7. TERMS AND CONDITIONS OF OPTIONS. Subject to the following and to
Section 6 above:
7.1 FORM OF OPTION GRANT. Each Option granted under this Plan shall
be evidenced by a written Stock Option Grant ("Grant") in such form as the Board
shall from time to time approve, which Grant shall comply with and be subject to
the terms and conditions of this Plan.
7.2 VESTING. Options granted under this Plan shall be exercisable as
to 25% of the Shares on the first anniversary of the Grant Date for continuous
service as a director and as to an additional 25% of such Shares on each
subsequent anniversary of the Grant Date for continuous service as a director
thereafter. Notwithstanding anything to the contrary, if an Optionee ceases to
serve as a member the Board, all Initial Grants and Succeeding Grants held by
such Optionee shall cease to vest.
7.3 EXERCISE PRICE. The exercise price of an Option shall be the
Fair Market Value (as defined in Section 17.4) of the Shares, at the time that
the Option is granted.
7.4 TERMINATION OF OPTION. Except as provided below in this Section,
each Option shall expire ten (10) years after the date of grant (the "Expiration
Date"). The date on which the Optionee ceases to be a member of the Board shall
be referred to as the "Termination Date". An Option may be exercised after the
Termination Date only as set forth below:
(a) TERMINATION GENERALLY. If the Optionee ceases to be a
member of the Board for any reason except death or disability, each Option, to
the extent (and only to the extent) that it would have been exercisable by the
Optionee on the Termination Date, may be exercised by the Optionee within three
(3) months after the Termination Date, but in no event later than the Expiration
Date.
(b) DEATH OR DISABILITY. If the Optionee ceases to be a member
of the Board because of the death of the Optionee or the disability of the
Optionee within the meaning of Section 22(e)(3) of the Internal Revenue Code of
1986, as amended (the "Code"), each Option, to the extent (and only to the
extent) that it would have been exercisable by the Optionee on the Termination
Date, may be exercised by the Optionee (or the Optionee's legal representative)
within twelve (12) months after the Termination Date, but in no event later than
the Expiration Date.
8. EXERCISE OF OPTIONS.
<PAGE>
8.1 NOTICE. Options may be exercised only by delivery to the Company
of an exercise agreement in a form approved by the Board stating the number of
Shares being purchased, the restrictions imposed on the Shares and such
representations and agreements regarding the Optionee's investment intent and
access to information as may be required by the Company to comply with
applicable securities laws, together with payment in full of the exercise price
for the number of Shares being purchased.
8.2 PAYMENT. Payment for the Shares may be made (a) in cash or by
check; (b) by surrender of shares of Common Stock of the Company that have been
owned by the Optionee for more than six (6) months (and which have been paid for
within the meaning of SEC Rule 144 and, if such shares were purchased from the
Company by use of a promissory note, such note has been fully paid with respect
to such shares) or were obtained by the Optionee in the open public market,
having a Fair Market Value equal to the exercise price of the Option; (c) by
waiver of compensation due or accrued to the Optionee for services rendered; (d)
provided that a public market for the Company's stock exists, through a "same
day sale" commitment from the Optionee and a broker-dealer that is a member of
the National Association of Securities Dealers (a "NASD Dealer") whereby the
Optionee irrevocably elects to exercise the Option and to sell a portion of the
Shares so purchased to pay for the exercise price and whereby the NASD Dealer
irrevocably commits upon receipt of such Shares to forward the exercise price
directly to the Company; (e) provided that a public market for the Company's
stock exists, through a "margin" commitment from the Optionee and a NASD Dealer
whereby the Optionee irrevocably elects to exercise the Option and to pledge the
Shares so purchased to the NASD Dealer in a margin account as security for a
loan from the NASD Dealer in the amount of the exercise price, and whereby the
NASD Dealer irrevocably commits upon receipt of such Shares to forward the
exercise price directly to the Company; or (f) by any combination of the
foregoing.
8.3 WITHHOLDING TAXES. Prior to issuance of the Shares upon exercise
of an Option, the Optionee shall pay or make adequate provision for any federal
or state withholding obligations of the Company, if applicable.
8.4 LIMITATIONS ON EXERCISE. Notwithstanding the exercise periods
set forth in the Grant, exercise of an Option shall always be subject to the
following limitations:
(a) An Option shall not be exercisable until such time as the
Plan or, in the case of Options granted pursuant to an amendment to the number
of shares that may be issued pursuant to the Plan, the amendment has been
approved by the shareholders of the Company in accordance with Section 15
hereof.
(b) An Option shall not be exercisable unless such exercise is
in compliance with the Securities Act of 1933, as amended (the "Securities
Act"), and all applicable state securities laws, as they are in effect on the
date of exercise.
(c) The Board may specify a reasonable minimum number of Shares
that may be purchased on any exercise of an Option, provided that such minimum
number will not prevent the Optionee from exercising the full number of Shares
as to which the Option is then exercisable.
9. NONTRANSFERABILITY OF OPTIONS. During the lifetime of the Optionee,
an Option shall be exercisable only by the Optionee or by the Optionee's
guardian or legal representative, unless otherwise permitted by the Board. No
Option may be sold, pledged, assigned, hypothecated, transferred or disposed of
in any manner other than by will or by the laws of descent and distribution.
10. PRIVILEGES OF STOCK OWNERSHIP. No Optionee shall have any of the
rights of a shareholder with respect to any Shares subject to an Option until
the Option has been validly exercised. No adjustment shall be made for
dividends or distributions or other rights for which
<PAGE>
the record date is prior to the date of exercise, except as provided in this
Plan. The Company shall provide to each Optionee a copy of the annual financial
statements of the Company, at such time after the close of each fiscal year of
the Company as they are released by the Company to its shareholders.
11. ADJUSTMENT OF OPTION SHARES. In the event that the number of
outstanding shares of Common Stock of the Company is changed by a stock
dividend, stock split, reverse stock split, combination, reclassification or
similar change in the capital structure of the Company without consideration,
the number of Shares available under this Plan and the number of Shares subject
to outstanding Options and the exercise price per share of such Options shall be
proportionately adjusted, subject to any required action by the Board or
shareholders of the Company and compliance with applicable securities laws;
provided, however, that no certificate or scrip representing fractional shares
shall be issued upon exercise of any Option and any resulting fractions of a
Share shall be rounded up to the nearest Share; and provided, further, that the
exercise price of any Option may not be decreased to below the par value of the
Shares.
12. NO OBLIGATION TO CONTINUE AS DIRECTOR. Nothing in this Plan or any
Option granted under this Plan shall confer on any Optionee any right to
continue as a director of the Company.
13. COMPLIANCE WITH LAWS. The grant of Options and the issuance of Shares
upon exercise of any Options shall be subject to and conditioned upon compliance
with all applicable requirements of law, including without limitation compliance
with the Securities Act, compliance with all other applicable state securities
laws and compliance with the requirements of any stock exchange or national
market system on which the Shares may be listed. The Company shall be under no
obligation to register the Shares with the SEC or to effect compliance with the
registration or qualification requirement of any state securities laws, stock
exchange or national market system.
l4. ACCELERATION OF OPTIONS. In the event of a dissolution or liquidation
of the Company, a merger or consolidation in which the Company is not the
surviving corporation (other than a merger or consolidation with a wholly owned
subsidiary, a reincorporation of the Company in a different jurisdiction, or
other transaction in which there is no substantial change in the shareholders of
the Company), the sale of substantially all of the assets of the Company, or any
other transaction which qualifies as a "corporate transaction" under Section 424
of the Code wherein the shareholders of the Company give up all of their equity
interest in the Company and do not control the surviving entity, the vesting of
all options granted pursuant to the Plan will accelerate and the options will
become exercisable in full prior to the consummation of such event at such times
and on such conditions as the Board determines.
15. AMENDMENT OR TERMINATION OF PLAN. The Board may at any time terminate
or amend this Plan but not the terms of any outstanding option; provided,
however, that the Board shall not, without the approval of the shareholders of
the Company, increase the total number of Shares available under this Plan
(except by operation of the provisions of Sections 4 and 11 above) or change the
class of persons eligible to receive Options. Further, the provisions in
Sections 6 and 7 of this Plan shall not be amended more than once every six (6)
months, other than to comport with changes in the Code, the Employee Retirement
Income Security Act of 1974 or the rules thereunder. In any case, no amendment
of this Plan may adversely affect any then outstanding Options or any
unexercised portions thereof without the written consent of the Optionee.
16. TERM OF PLAN. Options may be granted pursuant to this Plan from time
to time within a period of ten (10) years from the Effective Date.
17. CERTAIN DEFINITIONS. As used in this Plan, the following terms
shall have the following meanings:
<PAGE>
17.1 "PARENT" means any corporation (other than the Company) in an
unbroken chain of corporations ending with the Company if, at the time of the
granting of the Option, each of such corporations other than the Company owns
stock possessing 50% or more of the total combined voting power of all classes
of stock in one of the other corporations in such chain.
17.2 "SUBSIDIARY" means any corporation (other than the Company) in an
unbroken chain of corporations beginning with the Company if, at the time of
granting of the Option, each of the corporations other than the last corporation
in the unbroken chain owns stock possessing fifty percent (50%) or more of the
total combined voting power of all classes of stock in one of the other
corporations in such chain.
17.3 "AFFILIATE" means any corporation that directly, or indirectly
through one or more intermediaries, controls or is controlled by, or is under
common control with, another corporation, where "control" (including the terms
"controlled by" and "under common control with") means the possession, direct or
indirect, of the power to cause the direction of the management and policies of
the corporation, whether through the ownership of voting securities, by contract
or otherwise.
17.4 "FAIR MARKET VALUE" shall mean, as of any date, the value of a
share of the Company's Common Stock determined as follows:
(a) if such Common Stock is then quoted on the Nasdaq National Market, its
closing price on the Nasdaq National Market on the day of
determination as reported in THE WALL STREET JOURNAL;
(b) if such Common Stock is publicly traded and is then listed on a
national securities exchange, its closing price on the day of
determination on the principal national securities exchange on which
the Common Stock is listed or admitted to trading as reported in THE
WALL STREET JOURNAL;
(c) if such Common Stock is publicly traded but is not quoted on the
Nasdaq National Market nor listed or admitted to trading on a national
securities exchange, the average of the closing bid and asked prices
on the date of determination as reported in THE WALL STREET JOURNAL;
or
(d) if none of the foregoing is applicable, by the Board in good faith.
<PAGE>
DIRECTORS' STOCK OPTION EXERCISE NOTICE
This Notice is delivered this ____ day of ____________, 19__, to Radius Inc., a
California corporation (the "COMPANY"), by the optionee named below ("OPTIONEE")
with respect to the Directors' Nonqualified Stock Option Grant dated as of the
Date of Option Grant set forth below (the "GRANT") issued to Optionee under the
Company's 1994 Directors Stock Option Plan (the "PLAN").
OPTIONEE:
SOCIAL SECURITY NUMBER:
ADDRESS:
NUMBER OF SHARES PURCHASED:
PRICE PER SHARE:
AGGREGATE PURCHASE PRICE:
DATE OF OPTION GRANT:
Optionee hereby delivers to the Company the Aggregate Purchase Price, to the
extent permitted in the Grant, as follows (check as applicable and complete):
[ ] in cash in the amount of $________, receipt of which is acknowledged
by the Company;
[ ] by delivery of_____ fully-paid, nonassessable and vested shares of the
Common Stock of the Company owned by Optionee for at least six (6)
months prior to the date hereof and owned free and clear of all liens,
claims, encumbrances or security interests, valued at the current Fair
Market Value (as defined in the Plan) of $____ per share;
[ ] by the waiver hereby of compensation due or accrued for services
rendered in the amount of $ ___________;
[ ] through a "same day sale" as described in Section 5(b)(iv) of the
Grant;
[ ] through a "margin" commitment as described in Section 5(b)(v) of the
Grant;
OPTIONEE RADIUS INC.
By: By:
------------------------- -------------------------
Name: Name:
------------------------- -------------------------
Date: Date:
------------------------- -------------------------
<PAGE>
RADIUS INC.
DIRECTORS' NONQUALIFIED STOCK OPTION GRANT
OPTIONEE:
ADDRESS:
TOTAL SHARES SUBJECT TO OPTION:
EXERCISE PRICE PER SHARE:
DATE OF GRANT:
EXPIRATION DATE:
1. GRANT OF OPTION. Radius Inc., a California corporation (the
"COMPANY"), hereby grants to the optionee named above ("OPTIONEE") an option
(this "OPTION") to purchase the total number of shares of common stock of the
Company set forth above (the "SHARES") at the exercise price per share set forth
above (the "EXERCISE PRICE"), subject to all of the terms and conditions of this
Grant and the Company's 1994 Directors Stock Option Plan, as amended to the date
hereof (the "PLAN"). Unless otherwise defined herein, capitalized terms shall
have the meanings ascribed to them in the Plan.
2. EXERCISE PERIOD OF OPTION. Subject to the terms and conditions of the
Plan and this Grant, this Option shall become exercisable as to twenty-five
percent (25%) of the Shares on the first anniversary of the Date of Grant, and
as to an additional twenty-five percent (25%) of the Shares on each subsequent
anniversary of the Date of Grant.
3. RESTRICTION ON EXERCISE. This Option may not be exercised unless such
exercise is in compliance with the Act, and all applicable state securities
laws, as they are in effect on the date of exercise, and the requirements of any
stock exchange or national market system on which the Company's common stock may
be listed at the time of exercise.
4. TERMINATION OF OPTION. Except as provided below in this Section, this
Option shall terminate and may not be exercised if Optionee ceases to be a
member of the Board of Directors of the Company or any Parent, Subsidiary or
Affiliate of the Company (a "BOARD MEMBER"). The Board shall have discretion to
determine whether Optionee has ceased to serve as a Board Member and the date on
which such service terminated (the "TERMINATION DATE").
(a) TERMINATION GENERALLY. If Optionee ceases to be a Board Member
for any reason except death or disability, this Option, to the extent (and only
to the extent) that it would have been exercisable by Optionee on the
Termination Date, may be exercised by Optionee within three (3) months after the
Termination Date, but in no event later than the Expiration Date.
(b) DEATH OR DISABILITY. If Optionee ceases to be a Board Member
because of the death of Optionee or the disability of Optionee within the
meaning of Section 22(e)(3) of the Code, this Option, to the extent (and only to
the extent) that it would have been exercisable by Optionee on the Termination
Date, may be exercised, by Optionee (or Optionee's legal
<PAGE>
representative) within twelve (12) months after the Termination Date, but in no
event later than the Expiration Date.
5. MANNER OF EXERCISE.
(a) EXERCISE NOTICE. This Option shall be exercisable by delivery to
the Company of an executed written Directors' Stock Option Exercise Notice in
the form attached hereto as EXHIBIT A, or in such other form as may be approved
by the Company, which shall set forth Optionee's election to exercise this
Option and the number of Shares being subscribed to.
(b) PAYMENT. Such notice shall be accompanied by full payment of the
Exercise Price for the Shares being purchased (i) in cash (by check), (ii) by
surrender of shares of common stock of the Company having a Fair Market Value
equal to the exercise price of the Option that have been owned by Optionee for
more than six (6) months (and which have been paid for within the meaning of SEC
Rule 144 and, if such shares were purchased from the Company by use of a
promissory note, such note has been fully paid with respect to such shares) or
were obtained by the Optionee in the open public market; (iii) by waiver of
compensation due or accrued to Optionee for services rendered; (iv) through a
"same day sale" commitment from Optionee and a broker-dealer that is a member of
the National Association of Securities Dealers (an "NASD DEALER") whereby the
Optionee irrevocably elects to exercise the Option and to sell a portion of the
Shares so purchased to pay for the Exercise Price and whereby the NASD Dealer
irrevocably commits upon receipt of such Shares to forward the Exercise Price
directly to the Company; (v) through a "margin" commitment from Optionee and an
NASD Dealer whereby Optionee irrevocably elects to exercise the Option and to
pledge the Shares so purchased to the NASD Dealer in a margin account as
security for a loan from the NASD Dealer in the amount of the Exercise Price,
and whereby the NASD Dealer irrevocably commits upon receipt of such Shares to
forward the Exercise Price directly to the Company; or (vi) by any combination
of the foregoing where approved by the Board in its sole discretion.
(c) WITHHOLDING TAXES. Prior to the issuance of the Shares upon
exercise of this Option, Optionee must pay or make adequate provision for any
federal or state withholding obligations of the Company, if applicable.
(d) ISSUANCE OF SHARES. Provided that such notice and payment are in
form and substance satisfactory to counsel for the Company, the Company shall
issue the Shares registered in the name of Optionee or Optionee's legal
representative.
6. NONTRANSFERABILITY OF OPTION. Unless otherwise permitted by the
Board, this Option may not be transferred in any manner other than by will or by
the law of descent and distribution and may be exercised during the lifetime of
Optionee only by Optionee. The terms of this Grant shall be binding upon the
executors, administrators, successors and assigns of Optionee.
7. INTERPRETATION. Any dispute regarding the interpretation of this
Grant shall be submitted by Optionee or the Company to the Board, which shall
review such dispute at its next regular meeting. The resolutions of such a
dispute by the Board shall be final and binding on the Company and on Optionee.
8. ENTIRE AGREEMENT. The Plan and the Directors' Stock Option Exercise
Notice are incorporated herein by this reference. This Grant, the Plan and the
Stock Option Exercise Notice constitute the entire agreement of the parties
hereto and supersede all prior undertakings and agreements with respect to the
subject matter hereof.
<PAGE>
ACCEPTANCE
Optionee hereby acknowledges receipt of a copy of the Plan, represents that
Optionee has read and understands the terms and provisions thereof, and accepts
this Option subject to all the terms and conditions of the Plan and this Grant.
Optionee acknowledges that there may be adverse tax consequences upon exercise
of this Option or disposition of the Shares and that Optionee should consult a
qualified tax advisor prior to such exercise or disposition.
OPTIONEE
By:
---------------------
<PAGE>
May 16, 1995
Radius Inc.
215 Moffett Park Drive
Sunnyvale, CA 94089
Gentlemen/Ladies:
At your request, we have examined the Registration Statement on Form S-8
(the "REGISTRATION STATEMENT") to be filed by you with the Securities and
Exchange Commission on or about May 18, 1995 in connection with the registration
under the Securities Act of 1993, as amended, of an aggregate of 450,000 shares
of your Common Stock, no par value (the "STOCK"), 350,000 shares of which may be
sold by you pursuant to options granted or to be granted by you to your (or your
parents', affiliates' or subsidiaries') employees, officers, consultants and
independent contractors pursuant to your 1986 Stock Option Plan, as amended (the
"OPTION PLAN") and 100,000 shares of which may be sold by you to your directors
pursuant to your 1994 Directors Stock Option Plan, as amended (the "DIRECTOR
PLAN"). The Option Plan and the Director Plan are collectively referred to as
the "PLANS".
As your counsel, we have examined the proceedings taken by you in
connection with the adoption of the Director Plan and the amendment of the
Option Plan to add the shares being registered hereby.
It is our opinion that the 450,000 shares of the Stock that may be issued
and sold by you pursuant to the Plans, when issued and sold in the manner
referred to in the Prospectus associated with the Registration Statement and the
Plans, will be legally issued, fully paid and nonassessable.
We consent to the use of this opinion as an exhibit to the Registration
Statement and further consent to all references to us, if any, in the
Registration Statement and any amendments thereto.
Very truly yours,
/s/ Fenwick & West
FENWICK & WEST
<PAGE>
CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statements
(Form S-8) pertaining to the 1986 Stock Option Plan, and the 1994 Directors'
Stock Option Plan of Radius Inc. of our report dated October 20, 1994, with
respect to the consolidated financial statements and schedules of Radius Inc.
included in its Annual Report (Form 10-K) for the year ended September 30, 1994,
filed with the Securities and Exchange Commission.
/s/ Ernst & Young LLP
ERNST & YOUNG LLP
Palo Alto, California
May 22, 1995
