As filed with the Securities and Exchange Commission [ ]
Registration No. 33-[ ]
Securities and Exchange Commission
Washington, D.C. 20549
_______________________
Form S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
_________________________
Spectrum Information Technologies, Inc.
(Exact name of registrant as specified in its charter)
Delaware 75-1940923
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
P.O. Box 1006 10268-1006
New York, New York (Zip Code)
(Address of Principal Executive
Offices)
Lawrence M. Powers
P.O. Box 1006
New York, NY 10268-1006
(914) 251-1800
(Name, address and telephone
number of agent for service)
Copy to:
Frederic M. Tudor, Esq.
Sills Cummis Radin Tischman Epstein & Gross, P.A.
One Riverfront Plaza
Newark, New Jersey 07102-5400
(973) 643-7000
CALCULATION OF REGISTRATION FEE
<TABLE>
- ------------------------ ----------------- ----------------- ------------------
<S> <C> <C> <C> <C>
Proposed Proposed
Maximum Maximum
Title of Securities Amount to be Offering Price Aggregate Amount of
to be registered registered Per Share (3) Offering Price (3) Registration Fee
(1)(2)
- ------------------------ ----------------- ----------------- -------------------- ------------------
Common Stock, par 300,000 $.35 $105,000 $31.82
value $.001 (the
"Shares")
- ------------------------ ----------------- ----------------- -------------------- ------------------
</TABLE>
(1) Represents aggregate number of shares of Common Stock issuable upon
exercise of all Stock Options described herein.
(2) Subject to adjustment in the event of any change in the number of shares of
Common Stock outstanding by reason of any stock dividend or split,
recapitalization, merger, consolidation, combination, reclassification or
similar corporate change or extraordinary stock event, including without
limitation a stock split, reverse stock split or stock dividend
(3) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(h).
Page 1 of 6
Exhibit Index appears on page 6
<PAGE>
Part 1
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The documents containing the information specified in this Part I will be
sent or given to participants as specified by Rule 428(b)(1). These documents
and the documents incorporated by reference in the registration statement
pursuant to Item 3 of Part II of this form, taken together, constitute a
prospectus that meets the requirements of Section 10(a) of the Securities Act of
1933, as amended.
Part II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
The following documents heretofore filed by Spectrum Information
Technologies, Inc. (the"Company" or the "Registrant") with the Securities and
Exchange Commission (the "Commission") are hereby incorporated by reference in
this Registration Statement:
(a) The Company's Annual Report on Form 10-K for the fiscal year ended
March 31, 1998 and the Company's Quarterly Report on Form 10-Q for the quarter
ended December 31, 1998.
(b) The description of the Company's common stock contained in its
Registration Statement on Form 10, dated April 10, 1987 (File No. 015596), filed
with the Commission pursuant to Section 12(g) of the Exchange Act, and any
amendment or report filed for the purpose of updating such information,
including the description of the Company's common stock contained in the
Disclosure Statement (including exhibits thereto) filed as Exhibit 5.1 to the
Company's Current Report on Form 8-K dated March 14, 1996.
All documents hereafter filed by the Company pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended, prior to
the filing of a post-effective amendment hereto which indicates that all
securities have been sold or which deregisters all securities then remaining
unsold, shall be deemed to be incorporated by reference in this registration
statement 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
Steven E. Gross, a partner in the law firm of Sills Cummis Radin Tischman
Epstein & Gross, P.A., which has rendered an opinion in connection with the
shares offered pursuant to the Plan, holds 250,000 shares of the Company's
common stock and also holds an option exercisable for the purchase of up to
150,000 shares of the Company's common stock at an exercise price of $0.15 per
share, exercisable between December 21, 1999 and December 21, 2003. His son,
Jason Gross, a lawyer in private practice in New York, New York, also holds
250,000 shares of the Company's common stock and an option exercisable for the
purchase of up to 150,000 shares of the Company's common stock at an exercise
price of $0.15 per share, exercisable between December 21, 1999 and December 21,
2003.
Item 6. Indemnification of Directors and Officers
The Registrant is incorporated in Delaware. Under Section 145 of the
General Corporation Law of the State of Delaware (the "DGCL"), a Delaware
corporation generally has the power to indemnify its present and former
directors, officers, employees and agents against expenses and liabilities
incurred by them in connection with any action, suit or proceeding to which they
are, or are threatened to be made, a party by reason of their serving in those
positions so long as they acted in good faith and in a manner they reasonably
believed to be in, or not opposed to, the best interests of the company, and
with respect to any criminal action or proceeding, so long as they had no
reasonable cause to believe their conduct was unlawful. The statute expressly
Page 2 of 6
<PAGE>
provides that the power to indemnify authorized thereby is not exclusive of any
rights granted under any bylaw, agreement, vote of stockholders or disinterested
directors, or otherwise.
The Restated Certificate of Incorporation of the Company provides that the
Company shall indemnify to the full extent authorized or permitted by law (as
now or hereafter in effect) any person made, or threatened to be made a party or
witness to any action, suit or proceeding (whether civil or criminal or
otherwise) by reason of the fact that he, his testator or intestate, is or was a
director or an officer of the Company or by reason of the fact that such person,
at the request of the Company, is or was serving any other corporation,
partnership, joint venture, trust, employee benefit plan or other enterprise, in
any capacity. The Restated Certificate of Incorporation further provides that
nothing contained in such provision shall affect any rights to indemnification
to which employees other than directors and officers may be entitled by law, and
that no amendment or repeal of such provision shall apply to or have any effect
on any right to indemnification provided pursuant to such provision with respect
to any acts or omissions occurring prior to such amendment or repeal.
In accordance with Section 102(b)(7) of the DGCL, the Restated Certificate
of Incorporation of the Registrant provides that directors of the Registrant
shall not be personally liable to the Registrant or its stockholders for
monetary damages for any breach of fiduciary duty as a director, except (i) for
any breach of the director's duty of loyalty to the corporation or its
stockholders, (ii) for acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law, (iii) pursuant to Section
174 (relating to liability for unauthorized acquisitions or redemptions of, or
dividends on, capital stock) of the DGCL, or (iv) for any transactions from
which any such director derived an improper personal benefit.
The Registrant had entered into separate indemnity agreements with certain
of its former executive officers and employees (the "Indemnitees") under which
the Registrant will, upon proper request of the Indemnitee, indemnify him if the
Indemnitee is a party to or is threatened to be made a party to or is otherwise
involved in any action, suit or proceeding by reason of the fact that the
Indemnitee is or was director, officer, employee or agent of the Registrant or
is or was serving at the request of the Registrant as a director, officer,
employee or agent of another corporation, partnership, joint venture, trust or
other enterprise, against all expenses, judgments, fines and penalties, actually
and reasonably incurred by the Indemnitee in connection with the defense or
settlement of any of such proceedings. Such right shall be a contract right and
shall include the right to be paid by the Registrant expenses incurred in
defending any such proceeding in advance of its final disposition; provided,
however, that the payment of such expenses incurred by the Indemnitee in his
capacity as a director or officer (and not in any other capacity in which
service was or is rendered by an Indemnitee while a director or officer,
including, without limitation, service to an employee benefit plan) in advance
of the final disposition of such proceeding will be paid only upon delivery to
the Registrant of an undertaking, by or on behalf of the Indemnitee, to repay
all amounts so advanced if it should be determined ultimately that the
Indemnitee is not entitled to be indemnified under this section or otherwise.
The preceding discussion of the Restated Certificate of Incorporation of
the Registrant and the DGCL is not intended to be exhaustive and is qualified in
its entirety by reference to the complete texts of the Restated Certificate of
Incorporation of the Registrant and to the DGCL.
Item 7. Exemption from Registration Claimed
Not applicable.
Item 8. Exhibits
The following are filed as exhibits to this Registration Statement:
Exhibits
4.1 Restated Certificate of Incorporation of the Company is incorporated by
reference to Exhibit 4.1 of the Registrant's Registration Statement on Form
S-8 filed on March 31, 1997.
4.2 Restated Bylaws of the Company are incorporated by reference to Exhibit 5.1
of the Registrant's Current Report on Form 8-K dated March 14, 1996.
5.1 Opinion of Sills Cummis Radin Tischman Epstein & Gross, P.A.
Page 3 of 6
<PAGE>
24.1 Consent of BDO Seidman, LLP
24.2 Consent of Sills Cummis Radin Tischman Epstein & Gross, P.A. (included in
Exhibit 5.1)
99.1 Stock Purchase Agreement between the Registrant and Powers & Co. dated
December 11, 1998 is incorporated by reference to the Registrant's Current
Report on Form 8-K dated December 17, 1998.
99.2 Stock Option Agreement
between the Registrant and Donald J. Amoruso dated December 11, 1998.
99.3 Stock Option Agreement between the Registrant and Richard F. duFosse dated
December 11, 1998.
99.4 Stock Option Agreement between the Registrant and Mikhail Drabkin dated
December 11, 1998.
99.5 Stock Option Agreement between the Registrant and Christopher M. Graham
dated December 11, 1998.
99.6 Stock Option Agreement between the Registrant and Salvatore T. Marino
dated December 11, 1998.
99.7 Stock Option Agreement between the Registrant
and Barry J. Hintze dated December 11, 1998.
Item 9. Undertakings
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)
(3) of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the registration
statement;
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in the registration statement or
any material change to such information in the registration statement; PROVIDED,
HOWEVER, that paragraphs (a)(1)(i) and (a)(1)(ii) 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 the registration
statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to be the
initial BONA FIDE offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or 15 (d) of the Securities
Exchange Act of 1934 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of
1934) that is incorporated by reference in the registration statement shall be
deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be
the initial BONA FIDE offering thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, or
otherwise, the registrant has been advised that in the opinion of the Securities
and Exchange Commission such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable. In the event that a claim
for indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.
Page 4 of 6
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of New York, State of New York, on February 26, 1999.
SPECTRUM INFORMATION TECHNOLOGIES, INC.
By: /s/ Lawrence M. Powers
Lawrence M. Powers
Chief Executive Officer and
Chairman of the Board
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities set forth on February 26, 1999.
Signature Title
/s/ Lawrence M. Powers Director
Lawrence M. Powers
/s/ Jon M. Gerber Director
Jon M. Gerber
/s/ Robert Ingenito Director
Robert Ingenito
/s/ Maurice W. Schonfeld Director
Maurice W. Schonfeld
Page 5 of 6
<PAGE>
EXHIBIT INDEX
Exhibit No. Description Page No.
4.1 Restated Certificate of Incorporation of the Company is incorporated by
reference to Exhibit 4.1 of the Registrant's Registration Statement on Form
S-8 filed March 31, 1997.
4.2 Restated Bylaws of the Company is incorporated by reference to Exhibit
5.1 of the Registrant's Current Report on Form 8-K dated March 14, 1996.
5.1 Opinion of Sills Cummis Radin Tischman Epstein & Gross, P.A.
24.1 Consent of BDO Seidman, LLP
24.2 Consent of Sills Cummis Radin Tischman Epstein & Gross, P.A. (included in
Exhibit 5.1)
99.1 Stock Purchase Agreement between the Registrant and Powers & Co. dated
December 11, 1998 is incorporated by reference to the Registrant's Current
Report on Form 8-K dated December 17, 1998.
99.2 Stock Option Agreement between the Registrant and Donald J. Amoruso dated
December 11, 1998.
99.3 Stock Option Agreement between the Registrant and Richard F. duFosse dated
December 11, 1998.
99.4 Stock Option Agreement between the Registrant and Mikhail Drabkin dated
December 11, 1998.
99.5 Stock Option Agreement between the Registrant and Christopher M. Graham
dated December 11, 1998.
99.6 Stock Option Agreement between the Registrant and Salvatore T. Marino
dated December 11, 1998.
99.7 Stock Option Agreement between the Registrant and Barry J. Hintze dated
December 11, 1998.
Page 6 of 6
<PAGE>
Exhibit 5.1
[LETTERHEAD OF SILLS CUMMIS RADIN TISCHMAN EPSTEIN & GROSS, P.A.]
March 15, 1999
Spectrum Information Technologies, Inc.
P.O. Box 1006
New York, NY 10268-1006
Gentlemen:
Spectrum Information Technologies, Inc., a Delaware corporation (the
"Issuer"), has requested our opinion in connection with a Registration Statement
on Form S-8 (the "Registration Statement") to be filed by it today with the
Securities and Exchange Commission (the "Commission") under the Securities Act
of 1933, as amended (the "Act"), relating to 300,000 shares of Common Stock,
$.001 par value, of Spectrum Information Technologies, Inc. to be issued under
the Stock Option Agreements between the Issuer and six individuals, each dated
December 11, 1998 (the "Option Agreements").
We have examined and are relying on originals, or copies certified or
otherwise identified to our satisfaction, of such corporate records and such
other instruments, certificates and representations of public officials,
officers and representatives of the Issuer and such other persons, and we have
made such investigations of law, as we have deemed appropriate as a basis for
the opinion expressed below.
Based on the foregoing, it is our opinion that the shares of Spectrum
Information Technologies, Inc. issuable under the plan are duly authorized and,
when issued in accordance with the terms of the Option Agreements at prices in
excess of the par value thereof, will be validly issued, fully paid and
nonassessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement. By giving such consent, we do not thereby admit that we
are experts with respect to any part of the Registration Statement, including
this exhibit, within the meaning of the term "expert" as used in the Act or the
rules and regulations of the Commission issued thereunder.
Yours truly,
/s/SILLS CUMMIS RADIN TISCHMAN
EPSTEIN & GROSS, P.A.
<PAGE>
Exhibit 24.1
Spectrum Information Technologies, Inc.
New York, NY
We hereby consent to the incorporation by reference and inclusion in the
Prospectus constituting a part of this Registration Statement of our report
dated June 11, 1998, relating to the consolidated financial statements and
schedule of Spectrum Information Technologies, Inc. and subsidiaries appearing
in the Company's Annual Report on Form 10-K for the year ended March 31, 1998.
/s/BDO Seidman, LLP
February 26, 1999
<PAGE>
Exhibit 99.2
STOCK OPTION AGREEMENT
This STOCK OPTION AGREEMENT is made as of this 11th day of December, 1998,
by and between Spectrum Information Technologies, Inc. a Delaware Corporation
("Spectrum") and Donald Amoruso (the "Optionee").
WHEREAS, Spectrum and Optionee have entered into a Settlement Agreement
dated December 11, 1998 providing for the settlement of certain obligations of
the Company to Optionee in exchange for good and valuable consideration,
including the issuance of the option to purchase common stock of Spectrum as
described herein.
NOW, THEREFORE, in consideration of the payment described, the mutual
covenants hereinafter set forth and for other good and valuable consideration,
the parties hereto agree as follows:
1. GRANT OF OPTION. Spectrum hereby grants to the Optionee the right and
option (hereafter called the "Option"), to purchase all or any part of an
aggregate of 44,914 shares of Spectrum common stock, par value $0.001 per share,
on the terms and conditions set forth herein. This grant is made pursuant to a
resolution of the Company's Board of Directors duly adopted at its meeting on
December 10, 1998.
2. EXERCISE PRICE AND EXPIRATION. The exercise price and the expiration dates
of this Option shall be as follows:
Number of Shares Exercise Price Expiration Date
44,914 $0.35 per share December 11, 2003
3. DURATION. The Option granted hereby shall become exercisable upon issuance
of this Agreement and shall remain exercisable at the stated price through the
expiration date set forth above. To facilitate partial transfer, exercise or
sale, this Option may be subdivided into options in smaller denominations upon
Optionee's request in writing from time to time.
4. NO RESTRICTION: REGISTRATION. This Option and the underlying shares
detailed above are free of any restrictions on transfer by any means, or on
exercise or sale by Optionee or transferee, except for any restrictions under
applicable securities law. The Company shall use its best efforts to register
such option issuances pursuant to a Registration Statement on Form S-8 (if
available) as soon as possible after the date hereof, but agrees that it shall
file the Registration Statement within fifteen (15) days from the date of this
Agreement. All underlying shares to this Option have been previously authorized,
are unissued, and are set aside for the purpose of issuance upon exercise
hereof, in whole or in part, at any time or from time to time. Optionee hereby
agrees that it will not sell, assign, or transfer the Option and underlying
shares following exercise unless they are registered under the Act and under
applicable state securities laws or an exemption from such registration is then
available, according to a legal opinion reasonably acceptable to the Company.
5. MANNER OF EXERCISE OF OPTION. This Option may be exercised, subjec to
the terms and conditions contained herein, by delivering written notice to the
Chief Executive Officer or President or Chief Accounting Officer of Spectrum, at
its principal office no less than three days in advance of the proposed exercise
date. Such notice shall specify the number of shares of common stock with
respect to which the Option is being exercised and the effective date of the
proposed exercise and shall be signed by the Optionee. The notice shall be
accompanied by a certified check or cash in the amount of the aggregate option
exercise price for such number of shares. In no event shall stock be issued or
certificates be delivered until full payment shall have been received by
Spectrum as to such exercise or partial exercise, nor shall Optionee have any
right or status as a shareholder of such underlying shares prior to such
exercise. Certificates for shares of common stock purchased upon the exercise of
the Option shall be issued in the name of Optionee and delivered to the Optionee
as soon as practicable following the effective date on which the Option is
exercised.
6. ADUSTMENT ON RECAPITALIZATION, MERGER OR REORGANIZATION. If the
outstanding shares of the common stock of Spectrum are subdivided, consolidated,
increased, decreased, changed into or exchanged for a different number or kind
of shares or securities of Spectrum through reorganization, merger,
<PAGE>
recapitalization, reclassification, capital adjustment or otherwise, or if
Spectrum shall issue common stock as a dividend or upon a stock split, then the
number of shares subject to the unexercised portion of this Option shall be
appropriately adjusted by the Board of Directors. Any such adjustment on
outstanding Options shall be made without change in the total exercise price
applicable to the unexercised portion of the Option. If, in the event of a
merger or consolidation, Spectrum is not the surviving corporation, and the
event that the Agreement of Merger or Consolidation does not provide for the
substitution of a new option for this Option, or for the assumption of this
Option by the surviving corporation, or in the event of the dissolution or
liquidation of Spectrum, the Optionee shall have the right immediately prior to
the effective date of such merger, consolidation, dissolution or liquidation, to
exercise this Option in whole or in part, provided, however, that this Option
shall not be exercisable in whole or in part later than the date noted in
paragraph 2 above. Any adjustments made pursuant to this section shall be made
by the Board of Directors of Spectrum, whose good faith determination in
compliance with Delaware law, as to what adjustment shall be made and the extent
thereof, shall be final, binding and conclusive. In computing any adjustment
hereunder, any fractional share which might otherwise become subject to an
Option shall be eliminated.
SPECTRUM INFORMATION TECHNOLOGIES, INC
By:/s/Christopher Graham
Christopher Graham, General Counsel and Vice President
OPTIONEE
/s/Donald Amoruso
Donald Amoruso
2
<PAGE>
Exhibit 99.3
STOCK OPTION AGREEMENT
This STOCK OPTION AGREEMENT is made as of this 11th day of December, 1998,
by and between Spectrum Information Technologies, Inc. a Delaware Corporation
("Spectrum") and Richard duFosse (the "Optionee").
WHEREAS, Spectrum and Optionee have entered into a Settlement Agreement
dated December 11, 1998 providing for the settlement of certain obligations of
the Company to Optionee in exchange for good and valuable consideration,
including the issuance of the option to purchase common stock of Spectrum as
described herein.
NOW, THEREFORE, in consideration of the payment described, the mutual
covenants hereinafter set forth and for other good and valuable consideration,
the parties hereto agree as follows:
1. GRANT OF OPTION. Spectrum hereby grants to the Optionee the right and
option (hereafter called the "Option"), to purchase all or any part of an
aggregate of 59,281 shares of Spectrum common stock, par value $0.001 per share,
on the terms and conditions set forth herein. This grant is made pursuant to a
resolution of the Company's Board of Directors duly adopted at its meeting on
December 10, 1998.
2. EXERCISE PRICE AND EXPIRATION. The exercise price and the expiration
dates of this Option shall be as follows:
Number of Shares Exercise Price Expiration Date
59,281 $0.35 per share December 11, 2003
3. DURATION. The Option granted hereby shall become exercisable upon issuance
of this Agreement and shall remain exercisable at the stated price through the
expiration date set forth above. To facilitate partial transfer, exercise or
sale, this Option may be subdivided into options in smaller denominations upon
Optionee's request in writing from time to time.
4. NO RESTRICTION: REGISTRATION. This Option and the underlying shares
detailed above are free of any restrictions on transfer by any means, or on
exercise or sale by Optionee or transferee, except for any restrictions under
applicable securities law. The Company shall use its best efforts to register
such option issuances pursuant to a Registration Statement on Form S-8 (if
available) as soon as possible after the date hereof, but agrees that it shall
file the Registration Statement within fifteen (15) days from the date of this
Agreement. All underlying shares to this Option have been previously authorized,
are unissued, and are set aside for the purpose of issuance upon exercise
hereof, in whole or in part, at any time or from time to time. Optionee hereby
agrees that it will not sell, assign, or transfer the Option and underlying
shares following exercise unless they are registered under the Act and under
applicable state securities laws or an exemption from such registration is then
available, according to a legal opinion reasonably acceptable to the Company.
5. MANNER OF EXERCISE OF OPTION. This Option may be exercised, subject to
the terms and conditions contained herein, by delivering written notice to the
Chief Executive Officer or President or Chief Accounting Officer of Spectrum, at
its principal office no less than three days in advance of the proposed exercise
date. Such notice shall specify the number of shares of common stock with
respect to which the Option is being exercised and the effective date of the
proposed exercise and shall be signed by the Optionee. The notice shall be
accompanied by a certified check or cash in the amount of the aggregate option
exercise price for such number of shares. In no event shall stock be issued or
certificates be delivered until full payment shall have been received by
Spectrum as to such exercise or partial exercise, nor shall Optionee have any
right or status as a shareholder of such underlying shares prior to such
exercise. Certificates for shares of common stock purchased upon the exercise of
the Option shall be issued in the name of Optionee and delivered to the Optionee
as soon as practicable following the effective date on which the Option is
exercised.
6. ADUSTMENT ON RECAPITALIZATION, MERGER OR REORGANIZATION. If the
outstanding shares of the common stock of Spectrum are subdivided, consolidated,
increased, decreased, changed into or exchanged for a different number or kind
of shares or securities of Spectrum through reorganization, merger,
<PAGE>
recapitalization, reclassification, capital adjustment or otherwise, or if
Spectrum shall issue common stock as a dividend or upon a stock split, then the
number of shares subject to the unexercised portion of this Option shall be
appropriately adjusted by the Board of Directors. Any such adjustment on
outstanding Options shall be made without change in the total exercise price
applicable to the unexercised portion of the Option. If, in the event of a
merger or consolidation, Spectrum is not the surviving corporation, and the
event that the Agreement of Merger or Consolidation does not provide for the
substitution of a new option for this Option, or for the assumption of this
Option by the surviving corporation, or in the event of the dissolution or
liquidation of Spectrum, the Optionee shall have the right immediately prior to
the effective date of such merger, consolidation, dissolution or liquidation, to
exercise this Option in whole or in part, provided, however, that this Option
shall not be exercisable in whole or in part later than the date noted in
paragraph 2 above. Any adjustments made pursuant to this section shall be made
by the Board of Directors of Spectrum, whose good faith determination in
compliance with Delaware law, as to what adjustment shall be made and the extent
thereof, shall be final, binding and conclusive. In computing any adjustment
hereunder, any fractional share which might otherwise become subject to an
Option shall be eliminated.
SPECTRUM INFORMATION TECHNOLOGIES, INC
By:/s/Donald Amoruso
Donald Amoruso, Chairman, CEO & President
OPTIONEE
/s/Richard duFosse
Richard duFosse
2
<PAGE>
Exhibit 99.4
STOCK OPTION AGREEMENT
This STOCK OPTION AGREEMENT is made as of this 11th day of December, 1998,
by and between Spectrum Information Technologies, Inc. a Delaware Corporation
("Spectrum") and Mikhail Drabkin (the "Optionee").
WHEREAS, Spectrum and Optionee have entered into a Settlement Agreement
dated December 11, 1998 providing for the settlement of certain obligations of
the Company to Optionee in exchange for good and valuable consideration,
including the issuance of the option to purchase common stock of Spectrum as
described herein.
NOW, THEREFORE, in consideration of the payment described, the mutual
covenants hereinafter set forth and for other good and valuable consideration,
the parties hereto agree as follows:
1. GRANT OF OPTION. Spectrum hereby grants to the Optionee the right and
option (hereafter called the "Option"), to purchase all or any part of an
aggregate of 47,638 shares of Spectrum common stock, par value $0.001 per share,
on the terms and conditions set forth herein. This grant is made pursuant to a
resolution of the Company's Board of Directors duly adopted at its meeting on
December 10, 1998.
2. EXERCISE PRICE AND EXPIRATION. The exercise price and the expiration dates
of this Option shall be as follows:
Number of Shares Exercise Price Expiration Date
47,638 $0.35 per share December 11, 2003
3. DURATION. The Option granted hereby shall become exercisable upon issuance
of this Agreement and shall remain exercisable at the stated price through the
expiration date set forth above. To facilitate partial transfer, exercise or
sale, this Option may be subdivided into options in smaller denominations upon
Optionee's request in writing from time to time.
4. NO RESTRICTION: REGISTRATION. This Option and the underlying shares
detailed above are free of any restrictions on transfer by any means, or on
exercise or sale by Optionee or transferee, except for any restrictions under
applicable securities law. The Company shall use its best efforts to register
such option issuances pursuant to a Registration Statement on Form S-8 (if
available) as soon as possible after the date hereof, but agrees that it shall
file the Registration Statement within fifteen (15) days from the date of this
Agreement. All underlying shares to this Option have been previously authorized,
are unissued, and are set aside for the purpose of issuance upon exercise
hereof, in whole or in part, at any time or from time to time. Optionee hereby
agrees that it will not sell, assign, or transfer the Option and underlying
shares following exercise unless they are registered under the Act and under
applicable state securities laws or an exemption from such registration is then
available, according to a legal opinion reasonably acceptable to the Company.
5. MANNER OF EXERCISE OF OPTION. This Option may be exercised, subject to
the terms and conditions contained herein, by delivering written notice to the
Chief Executive Officer or President or Chief Accounting Officer of Spectrum, at
its principal office no less than three days in advance of the proposed exercise
date. Such notice shall specify the number of shares of common stock with
respect to which the Option is being exercised and the effective date of the
proposed exercise and shall be signed by the Optionee. The notice shall be
accompanied by a certified check or cash in the amount of the aggregate option
exercise price for such number of shares. In no event shall stock be issued or
certificates be delivered until full payment shall have been received by
Spectrum as to such exercise or partial exercise, nor shall Optionee have any
right or status as a shareholder of such underlying shares prior to such
exercise. Certificates for shares of common stock purchased upon the exercise of
the Option shall be issued in the name of Optionee and delivered to the Optionee
as soon as practicable following the effective date on which the Option is
exercised.
6. ADUSTMENT ON RECAPITALIZATION, MERGER OR REORGANIZATION. If the
outstanding shares of the common stock of Spectrum are subdivided, consolidated,
increased, decreased, changed into or exchanged for a different number or kind
of shares or securities of Spectrum through reorganization, merger,
<PAGE>
recapitalization, reclassification, capital adjustment or otherwise, or if
Spectrum shall issue common stock as a dividend or upon a stock split, then the
number of shares subject to the unexercised portion of this Option shall be
appropriately adjusted by the Board of Directors. Any such adjustment on
outstanding Options shall be made without change in the total exercise price
applicable to the unexercised portion of the Option. If, in the event of a
merger or consolidation, Spectrum is not the surviving corporation, and the
event that the Agreement of Merger or Consolidation does not provide for the
substitution of a new option for this Option, or for the assumption of this
Option by the surviving corporation, or in the event of the dissolution or
liquidation of Spectrum, the Optionee shall have the right immediately prior to
the effective date of such merger, consolidation, dissolution or liquidation, to
exercise this Option in whole or in part, provided, however, that this Option
shall not be exercisable in whole or in part later than the date noted in
paragraph 2 above. Any adjustments made pursuant to this section shall be made
by the Board of Directors of Spectrum, whose good faith determination in
compliance with Delaware law, as to what adjustment shall be made and the extent
thereof, shall be final, binding and conclusive. In computing any adjustment
hereunder, any fractional share which might otherwise become subject to an
Option shall be eliminated.
SPECTRUM INFORMATION TECHNOLOGIES, INC
By:/s/Donald Amoruso
Donald Amoruso, Chairman, CEO & President
OPTIONEE
/s/Mikhail Drabkin
Mikhail Drabkin
2
<PAGE>
Exhibit 99.5
STOCK OPTION AGREEMENT
This STOCK OPTION AGREEMENT is made as of this 11th day of December, 1998,
by and between Spectrum Information Technologies, Inc. a Delaware Corporation
("Spectrum") and Christopher Graham (the "Optionee").
WHEREAS, Spectrum and Optionee have entered into a Settlement Agreement
dated December 11, 1998 providing for the settlement of certain obligations of
the Company to Optionee in exchange for good and valuable consideration,
including the issuance of the option to purchase common stock of Spectrum as
described herein.
NOW, THEREFORE, in consideration of the payment described, the mutual covenants
hereinafter set forth and for other good and valuable consideration, the parties
hereto agree as follows:
1. GRANT OF OPTION. Spectrum hereby grants to the Optionee the right and
option (hereafter called the "Option"), to purchase all or any part of an
aggregate of 44,914 shares of Spectrum common stock, par value $0.001 per share,
on the terms and conditions set forth herein. This grant is made pursuant to a
resolution of the Company's Board of Directors duly adopted at its meeting on
December 10, 1998.
2. EXERCISE PRICE AND EXPIRATION. The exercise price and the expiration dates
of this Option shall be as follows:
Number of Shares Exercise Price Expiration Date
44,914 $0.35 per share December 11, 2003
3. DURATION. The Option granted hereby shall become exercisable upon issuance
of this Agreement and shall remain exercisable at the stated price through the
expiration date set forth above. To facilitate partial transfer, exercise or
sale, this Option may be subdivided into options in smaller denominations upon
Optionee's request in writing from time to time.
4. NO RESTRICTION: REGISTRATION. This Option and the underlying shares
detailed above are free of any restrictions on transfer by any means, or on
exercise or sale by Optionee or transferee, except for any restrictions under
applicable securities law. The Company shall use its best efforts to register
such option issuances pursuant to a Registration Statement on Form S-8 (if
available) as soon as possible after the date hereof, but agrees that it shall
file the Registration Statement within fifteen (15) days from the date of this
Agreement. All underlying shares to this Option have been previously authorized,
are unissued, and are set aside for the purpose of issuance upon exercise
hereof, in whole or in part, at any time or from time to time. Optionee hereby
agrees that it will not sell, assign, or transfer the Option and underlying
shares following exercise unless they are registered under the Act and under
applicable state securities laws or an exemption from such registration is then
available, according to a legal opinion reasonably acceptable to the Company.
5. MANNER OF EXERCISE OF OPTION. This Option may be exercised, subject to
the terms and conditions contained herein, by delivering written notice to the
Chief Executive Officer or President or Chief Accounting Officer of Spectrum, at
its principal office no less than three days in advance of the proposed exercise
date. Such notice shall specify the number of shares of common stock with
respect to which the Option is being exercised and the effective date of the
proposed exercise and shall be signed by the Optionee. The notice shall be
accompanied by a certified check or cash in the amount of the aggregate option
exercise price for such number of shares. In no event shall stock be issued or
certificates be delivered until full payment shall have been received by
Spectrum as to such exercise or partial exercise, nor shall Optionee have any
right or status as a shareholder of such underlying shares prior to such
exercise. Certificates for shares of common stock purchased upon the exercise of
the Option shall be issued in the name of Optionee and delivered to the Optionee
as soon as practicable following the effective date on which the Option is
exercised.
6. ADUSTMENT ON RECAPITALIZATION, MERGER OR REORGANIZATION. If the
outstanding shares of the common stock of Spectrum are subdivided, consolidated,
increased, decreased, changed into or exchanged for a different number or kind
of shares or securities of Spectrum through reorganization, merger,
<PAGE>
recapitalization, reclassification, capital adjustment or otherwise, or if
Spectrum shall issue common stock as a dividend or upon a stock split, then the
number of shares subject to the unexercised portion of this Option shall be
appropriately adjusted by the Board of Directors. Any such adjustment on
outstanding Options shall be made without change in the total exercise price
applicable to the unexercised portion of the Option. If, in the event of a
merger or consolidation, Spectrum is not the surviving corporation, and the
event that the Agreement of Merger or Consolidation does not provide for the
substitution of a new option for this Option, or for the assumption of this
Option by the surviving corporation, or in the event of the dissolution or
liquidation of Spectrum, the Optionee shall have the right immediately prior to
the effective date of such merger, consolidation, dissolution or liquidation, to
exercise this Option in whole or in part, provided, however, that this Option
shall not be exercisable in whole or in part later than the date noted in
paragraph 2 above. Any adjustments made pursuant to this section shall be made
by the Board of Directors of Spectrum, whose good faith determination in
compliance with Delaware law, as to what adjustment shall be made and the extent
thereof, shall be final, binding and conclusive. In computing any adjustment
hereunder, any fractional share which might otherwise become subject to an
Option shall be eliminated.
SPECTRUM INFORMATION TECHNOLOGIES, INC
By:/s/Donald Amoruso
Donald Amoruso, Chairman, CEO & President
OPTIONEE
/s/Christopher Graham
Christopher Graham
2
<PAGE>
Exhibit 99.6
STOCK OPTION AGREEMENT
This STOCK OPTION AGREEMENT is made as of this 11th day of December, 1998,
by and between Spectrum Information Technologies, Inc. a Delaware Corporation
("Spectrum") and Salvatore Marino (the "Optionee").
WHEREAS, Spectrum and Optionee have entered into a Settlement Agreement
dated December 11, 1998 providing for the settlement of certain obligations of
the Company to Optionee in exchange for good and valuable consideration,
including the issuance of the option to purchase common stock of Spectrum as
described herein.
NOW, THEREFORE, in consideration of the payment described, the mutual
covenants hereinafter set forth and for other good and valuable consideration,
the parties hereto agree as follows:
1. GRANT OF OPTION. Spectrum hereby grants to the Optionee the right and
option (hereafter called the "Option"), to purchase all or any part of an
aggregate of 51,214 shares of Spectrum common stock, par value $0.001 per share,
on the terms and conditions set forth herein. This grant is made pursuant to a
resolution of the Company's Board of Directors duly adopted at its meeting on
December 10, 1998.
2. EXERCISE PRICE AND EXPIRATION. The exercise price and the expiration dates
of this Option shall be as follows:
Number of Shares Exercise Price Expiration Date
51,214 $0.35 per share December 11, 2003
3. DURATION. The Option granted hereby shall become exercisable upon issuance
of this Agreement and shall remain exercisable at the stated price through the
expiration date set forth above. To facilitate partial transfer, exercise or
sale, this Option may be subdivided into options in smaller denominations upon
Optionee's request in writing from time to time.
4. NO RESTRICTION: REGISTRATION. This Option and the underlying shares
detailed above are free of any restrictions on transfer by any means, or on
exercise or sale by Optionee or transferee, except for any restrictions under
applicable securities law. The Company shall use its best efforts to register
such option issuances pursuant to a Registration Statement on Form S-8 (if
available) as soon as possible after the date hereof, but agrees that it shall
file the Registration Statement within fifteen (15) days from the date of this
Agreement. All underlying shares to this Option have been previously authorized,
are unissued, and are set aside for the purpose of issuance upon exercise
hereof, in whole or in part, at any time or from time to time. Optionee hereby
agrees that it will not sell, assign, or transfer the Option and underlying
shares following exercise unless they are registered under the Act and under
applicable state securities laws or an exemption from such registration is then
available, according to a legal opinion reasonably acceptable to the Company.
5. MANNER OF EXERCISE OF OPTION. This Option may be exercised, subject to
the terms and conditions contained herein, by delivering written notice to the
Chief Executive Officer or President or Chief Accounting Officer of Spectrum, at
its principal office no less than three days in advance of the proposed exercise
date. Such notice shall specify the number of shares of common stock with
respect to which the Option is being exercised and the effective date of the
proposed exercise and shall be signed by the Optionee. The notice shall be
accompanied by a certified check or cash in the amount of the aggregate option
exercise price for such number of shares. In no event shall stock be issued or
certificates be delivered until full payment shall have been received by
Spectrum as to such exercise or partial exercise, nor shall Optionee have any
right or status as a shareholder of such underlying shares prior to such
exercise. Certificates for shares of common stock purchased upon the exercise of
the Option shall be issued in the name of Optionee and delivered to the Optionee
as soon as practicable following the effective date on which the Option is
exercised.
6. ADUSTMENT ON RECAPITALIZATION, MERGER OR REORGANIZATION. If the
outstanding shares of the common stock of Spectrum are subdivided, consolidated,
increased, decreased, changed into or exchanged for a different number or kind
of shares or securities of Spectrum through reorganization, merger,
<PAGE>
recapitalization, reclassification, capital adjustment or otherwise, or if
Spectrum shall issue common stock as a dividend or upon a stock split, then the
number of shares subject to the unexercised portion of this Option shall be
appropriately adjusted by the Board of Directors. Any such adjustment on
outstanding Options shall be made without change in the total exercise price
applicable to the unexercised portion of the Option. If, in the event of a
merger or consolidation, Spectrum is not the surviving corporation, and the
event that the Agreement of Merger or Consolidation does not provide for the
substitution of a new option for this Option, or for the assumption of this
Option by the surviving corporation, or in the event of the dissolution or
liquidation of Spectrum, the Optionee shall have the right immediately prior to
the effective date of such merger, consolidation, dissolution or liquidation, to
exercise this Option in whole or in part, provided, however, that this Option
shall not be exercisable in whole or in part later than the date noted in
paragraph 2 above. Any adjustments made pursuant to this section shall be made
by the Board of Directors of Spectrum, whose good faith determination in
compliance with Delaware law, as to what adjustment shall be made and the extent
thereof, shall be final, binding and conclusive. In computing any adjustment
hereunder, any fractional share which might otherwise become subject to an
Option shall be eliminated.
SPECTRUM INFORMATION TECHNOLOGIES, INC
By:/s/Donald Amoruso
Donald Amoruso, Chairman, CEO & President
OPTIONEE
/s/Salvatore Marino
Salvatore Marino
2
<PAGE>
Exhibit 99.7
STOCK OPTION AGREEMENT
This STOCK OPTION AGREEMENT is made as of this 11th day of December, 1998,
by and between Spectrum Information Technologies, Inc. a Delaware Corporation
("Spectrum") and Barry Hintze (the "Optionee").
WHEREAS, Spectrum and Optionee have entered into a Settlement Agreement
dated December 11, 1998 providing for the settlement of certain obligations of
the Company to Optionee in exchange for good and valuable consideration,
including the issuance of the option to purchase common stock of Spectrum as
described herein.
NOW, THEREFORE, in consideration of the payment described, the mutual
covenants hereinafter set forth and for other good and valuable consideration,
the parties hereto agree as follows:
1. GRANT OF OPTION. Spectrum hereby grants to the Optionee the right and
option (hereafter called the "Option"), to purchase all or any part of an
aggregate of 52,039 shares of Spectrum common stock, par value $0.001 per share,
on the terms and conditions set forth herein. This grant is made pursuant to a
resolution of the Company's Board of Directors duly adopted at its meeting on
December 10, 1998.
2. EXERCISE PRICE AND EXPIRATION. The exercise price and the expiration dates
of this Option shall be as follows:
Number of Shares Exercise Price Expiration Date
52,039 $0.35 per share December 11, 2003
3. DURATION. The Option granted hereby shall become exercisable upon issuance
of this Agreement and shall remain exercisable at the stated price through the
expiration date set forth above. To facilitate partial transfer, exercise or
sale, this Option may be subdivided into options in smaller denominations upon
Optionee's request in writing from time to time.
4. NO RESTRICTION: REGISTRATION. This Option and the underlying shares
detailed above are free of any restrictions on transfer by any means, or on
exercise or sale by Optionee or transferee, except for any restrictions under
applicable securities law. The Company shall use its best efforts to register
such option issuances pursuant to a Registration Statement on Form S-8 (if
available) as soon as possible after the date hereof, but agrees that it shall
file the Registration Statement within fifteen (15) days from the date of this
Agreement. All underlying shares to this Option have been previously authorized,
are unissued, and are set aside for the purpose of issuance upon exercise
hereof, in whole or in part, at any time or from time to time. Optionee hereby
agrees that it will not sell, assign, or transfer the Option and underlying
shares following exercise unless they are registered under the Act and under
applicable state securities laws or an exemption from such registration is then
available, according to a legal opinion reasonably acceptable to the Company.
5. MANNER OF EXERCISE OF OPTION. This Option may be exercised, subject to
the terms and conditions contained herein, by delivering written notice to the
Chief Executive Officer or President or Chief Accounting Officer of Spectrum, at
its principal office no less than three days in advance of the proposed exercise
date. Such notice shall specify the number of shares of common stock with
respect to which the Option is being exercised and the effective date of the
proposed exercise and shall be signed by the Optionee. The notice shall be
accompanied by a certified check or cash in the amount of the aggregate option
exercise price for such number of shares. In no event shall stock be issued or
certificates be delivered until full payment shall have been received by
Spectrum as to such exercise or partial exercise, nor shall Optionee have any
right or status as a shareholder of such underlying shares prior to such
exercise. Certificates for shares of common stock purchased upon the exercise of
the Option shall be issued in the name of Optionee and delivered to the Optionee
as soon as practicable following the effective date on which the Option is
exercised.
6. ADUSTMENT ON RECAPITALIZATION, MERGER OR REORGANIZATION. If the
outstanding shares of the common stock of Spectrum are subdivided, consolidated,
increased, decreased, changed into or exchanged for a different number or kind
of shares or securities of Spectrum through reorganization, merger,
<PAGE>
recapitalization, reclassification, capital adjustment or otherwise, or if
Spectrum shall issue common stock as a dividend or upon a stock split, then the
number of shares subject to the unexercised portion of this Option shall be
appropriately adjusted by the Board of Directors. Any such adjustment on
outstanding Options shall be made without change in the total exercise price
applicable to the unexercised portion of the Option. If, in the event of a
merger or consolidation, Spectrum is not the surviving corporation, and the
event that the Agreement of Merger or Consolidation does not provide for the
substitution of a new option for this Option, or for the assumption of this
Option by the surviving corporation, or in the event of the dissolution or
liquidation of Spectrum, the Optionee shall have the right immediately prior to
the effective date of such merger, consolidation, dissolution or liquidation, to
exercise this Option in whole or in part, provided, however, that this Option
shall not be exercisable in whole or in part later than the date noted in
paragraph 2 above. Any adjustments made pursuant to this section shall be made
by the Board of Directors of Spectrum, whose good faith determination in
compliance with Delaware law, as to what adjustment shall be made and the extent
thereof, shall be final, binding and conclusive. In computing any adjustment
hereunder, any fractional share which might otherwise become subject to an
Option shall be eliminated.
SPECTRUM INFORMATION TECHNOLOGIES, INC
By:/s/Donald Amoruso
Donald Amoruso, Chairman, CEO & President
OPTIONEE
/s/Barry Hintze
Barry Hintze
2
