<PAGE> 1
As filed with the Securities and Exchange Commission on August 2, 1995.
Registration No.
===============================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM S-8
Registration Statement
Under
The Securities Act of 1993
--------------------------------------------------
QUADRAX CORPORATION
(Exact name of issuer as specified in its charter)
--------------------------------------------------
Delaware 05-0420158
- --------------------------------------- ----------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
300 High Point Avenue, Portsmouth, Rhode Island 02871
-------------------------------------------------------------------
(Address of Principal Executive Offices) (Zip Code)
Quadrax Corporation 1993 Stock Plan
-----------------------------------
(Full Title of Plan)
James J. Palermo, Chairman
QUADRAX CORPORATION
300 High Point Ave.
Portsmouth, RI 02871
----------------------
(Name and address of agent for service)
(401) 683-6600
--------------
(Telephone number, including area code, of agent for service)
Copies of all communications, including all communications sent to agent for
service to:
Timothy MacDonald, Esq.
Quadrax Corporation
300 High Point Avenue
Portsmouth, RI 02871
(401) 683-6600
Pursuant to the provisions of Rule 429 Under the Securities Act of 1933,
the Prospectus for this Registration Statement also relates to the Registrant's
Registration Statement No. 33-65550 on Form S-8.
Page 1 of 26 pages contained in the sequential numbering system.
The Exhibit Index may be found at page 4.
<PAGE> 2
<TABLE>
===============================================================================================================================
CALCULATION OF REGISTRATION FEE
===============================================================================================================================
<CAPTION>
Title of
Each Class of Proposed Proposed
Securities Amount Maximum Maximum Amount of
to be to be Offering Price Aggregate Registration
Registered Registered Per Share Offering Price Fee
- -------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock
(par value 38,560 $1.43(1) $ 55,141(1) $ 20.00(1)
$.000009) Shares
Common Stock 113,389 $1.81(2) $205,235(2) $ 71.00(2)
(par value Shares
$.000009)
Common Stock 330,000 $2.00(2) $660,000(2) $228.00(2)
(par value Shares
$.000009)
Common Stock 100,000 $0.10(2) $ 10,000(2) $ 4.00(2)
-------- -------
(par value Shares
$.000009)
Total $930,376 $323.00
- -------------------------------------------------------------------------------------------------------------------------------
<FN>
(1) Estimated pursuant to Rule 457(c) and (h) based upon the average high and low prices of the Registrant's Common Stock
as reported on NASDAQ Small Cap Market on July 27, 1995.
(2) For shares issuable pursuant to stock options outstanding at July 24, 1995, calculated pursuant to Rule 457(h) based on
the exercise price of such options.
</TABLE>
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<PAGE> 3
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
This Registration Statement is registering additional securities of
the same class for which a registration statement filed on Form S-8 relating to
the 1993 Stock Plan is effective.
The contents of the Company's Registration Statement on Form S-8, File
No. 33-65550, as filed with the Securities and Exchange Commission on July 12,
1994, are incorporated herein by reference.
Item 8 - Exhibits
- -----------------
4.1 Relevant portion of Certificate of Incorporation of the Company, as
amended (see Exhibit A to Certificate of Amendment to Certificate
of Incorporation dated July 20, 1992, filed as Exhibit 3.1 to Form
10-Q, November 10, 1992, and by this reference incorporated herein)
4.2 By-laws of the Company, as amended (filed as Exhibit No. 3.2 to
Company's Form S-1, File No. 33-14275, and by this reference
incorporated herein)
4.3 1993 Stock Plan
5.1 Opinion Regarding Legality
23.1 Consent of Ernst & Young, LLP
23.2 Consent of Livingston & Haynes, P.C.
23.3 Consent of Timothy MacDonald, Esq. (included in the Exhibit 5)
24.1 Power of Attorney (included in the signature page of this
Registration Statement)
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<PAGE> 4
<TABLE>
Exhibit Index
<CAPTION>
Exhibit Number Description Page
- -------------- ------------ ----
<S> <C> <C>
4.1 Relevant portion of Certificate of
Incorporation of the Company, as
amended (see Exhibit A to Certificate
of Amendment to Certificate of Incorporation
dated July 20, 1992, filed as Exhibit 3.1 to
Form 10-Q, November 10, 1992, and by this
reference incorporated herein)
4.2 By-laws of the Company, as amended (filed
as Exhibit No. 3.2 to Company's Form S-1, File
No. 33-14275, and by this reference incorporated
herein)
4.3 1993 Stock Plan 7
5.1 Opinion Regarding Legality 24
23.1 Consent of Ernst & Young, LLP 25
23.2 Consent of Livingston & Haynes, P.C. 26
23.3 Consent of Timothy MacDonald, Esq.
(included in the Exhibit 5.1)
24.1 Power of Attorney (included in the signature page
of this Registration Statement)
</TABLE>
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<PAGE> 5
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, on the 24th day of July, 1995.
QUADRAX CORPORATION
By: /s/ James J. Palermo
------------------------------
James J. Palermo, Chairman and
Chief Executive Officer
KNOW ALL MEN BY THESE PRESENTS, that the each of the persons whose
signature appears below does hereby constitute and appoint James J. Palermo,
with full power of substitution, his true and lawful attorney-in-fact and agent
for him in his name, place and stead, in any and all capacities, to sign any or
all amendments (including post-effective amendments) to the Registration
Statement on Form S-8 with respect to shares of the common stock, $.000009 par
value, of Quadrax Corporation issued pursuant to the Quadrax Corporation 1993
Stock Plan, and to file the same, with all exhibits thereto, and other
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 in order to effectuate the same
as fully, to all intents and purposes, as they or he might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents, or any of them, may lawfully do or cause to be done by virtue hereof.
<TABLE>
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated.
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ James J. Palermo Chairman of the Board July 24, 1995
- -------------------- of Directors, Chief Executive
James J. Palermo Officer and Acting Chief
Financial Officer (Principal
Executive, Financial and
Accounting Officer)
/s/ Sven Kraumanis Director July 24, 1995
- ------------------
Sven Kraumanis
</TABLE>
-5-
<PAGE> 6
<TABLE>
<S> <C> <C>
/s/ William G. Conway Director July 24, 1995
- ---------------------
William G. Conway
/s/ Gordon Werner Director July 24, 1995
- --------------------------
Gordon Werner
</TABLE>
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<PAGE> 1
Exhibit 4.3
QUADRAX CORPORATION
1993 STOCK PLAN
Effective March 23, 1993
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<PAGE> 2
QUADRAX CORPORATION
1993 STOCK PLAN
1. Purpose
QUADRAX CORPORATION (the "Company") desires to attract and
retain the best available talent and encourage the highest level of performance
by employees and other persons who perform services for the Company in order to
serve the best interests of the Company and stockholders. By affording
eligible persons the opportunity to acquire proprietary interests in the
Company and by providing them incentives to put forth maximum efforts for the
success of the Company's business, the QUADRAX CORPORATION 1993 Stock Plan (the
"1993 Plan") is expected to contribute to the attainment of those objectives.
2. Scope and Duration
Awards under the 1993 Plan may be granted in the form of
incentive stock options ("incentive stock options") as provided in Section 422
of the Internal Revenue Code of 1986, as amended (the "Code"), in the form of
non-qualified stock options ("non-qualified options") (unless otherwise
indicated, references in the 1993 Plan to "options" include incentive stock
options and non-qualified options), in the form of shares of the common stock,
par value $.000009 per share, of the Company (the "Common Stock") that are
restricted as provided in paragraph 11 ("restricted shares"), in the form of
units to acquire shares of Common Stock that are restricted as provided in
paragraph 11 ("restricted units") or in the form of stock appreciation rights
("rights") or limited stock appreciation rights ("limited rights"). The
maximum aggregate number of shares of Common Stock as to which awards may be
granted from time to time under the 1993 Plan is 4,462,996 shares (1,500,000 of
which may be granted as incentive stock options). The shares available may be
in whole or in part, as the Board of Directors of the Company (the "Board of
Directors") shall from time to time determine, authorized but unissued shares
or issued shares reacquired by the Company. Unless otherwise provided by the
Stock Committee, shares covered by expired or terminated options and forfeited
restricted shares or restricted units will be available for subsequent awards
under the 1993 Plan, except to the extent prohibited by Rule 16b-3, as amended,
or any successor provision thereto ("Rule 16b-3"), or other applicable rules
under Section 16(b) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"). Any shares issued by the Company in respect of the assumption
or substitution of outstanding awards from a corporation or other business
entity by the Company shall not reduce the number of shares available for
awards under the 1993 Plan. No incentive stock option shall be granted more
than 10 years after March 23, 1993.
3. Administration
The 1993 Plan shall be administered by the Stock Committee of
the Board of Directors, consisting of not less than two members who shall
qualify to administer the 1993 Plan as contemplated by Rule 16b-3 (unless Rule
16b-3 shall permit fewer than two members to so qualify); provided, however,
that, with respect to individual participants who are not subject to Section
16(b) of the Exchange Act, the Stock Committee of the Board of Directors
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<PAGE> 3
may delegate authority to administer the 1993 Plan to another committee of
directors (the "Employee Committee") which committee may include directors who
do not meet the standards set forth immediately above. Unless the context
otherwise requires, the term "Committee" shall refer to both the Stock
Committee and the Employee Committee.
The Committee shall have plenary authority in its discretion,
subject to and not inconsistent with the express provisions of the 1993 Plan to
grant options, to determine the purchase price of the shares of Common Stock
covered by each option, the term of each option, the persons to whom, and the
time or times at which options shall be granted, and the number of shares to be
covered by each option; to designate options as incentive stock options or
non-qualified options and to determine which options shall be accompanied by
rights and limited rights; to grant rights and to determine the terms and
conditions applicable to such rights; to grant restricted shares and restricted
units and to determine the term of the restricted period and other conditions
applicable to such shares or units, the persons to whom, and the time or times
at which, restricted shares or restricted units shall be granted and the number
of shares or units to be covered by each grant; to interpret the 1993 Plan; to
prescribe, amend and rescind rules and regulations relating to the 1993 Plan;
to determine the terms and provisions of the option and rights agreements
(which need not be identical) and the restricted share and restricted units
agreements (which need not be identical) entered into in connection with awards
under the 1993 Plan; and to make all other determinations deemed necessary or
advisable for the administration of the 1993 Plan. The Committee may delegate
to one or more of its members or to one or more agents such administrative
duties as it may deem advisable, and the Committee or any person to whom it has
delegated duties as aforesaid may employ one or more persons to render advice
with respect to any responsibility the Committee or such person may have under
the 1993 Plan.
The Committee may employ attorneys, consultants, accountants
or other persons and the Committee, the Company and its officers and directors
shall be entitled to rely upon the advice, opinions or valuations of any such
persons. All actions taken and all interpretations and determinations made by
the Committee in good faith shall be final and binding upon all persons who
have received awards, the Company and all other interested persons. No member
or agent of the Committee shall be personally liable for any action,
determination or interpretation taken or made in good faith with respect to the
1993 Plan or awards made thereunder, and all members and agents of the
Committee shall be fully indemnified and protected by the Company in respect of
any such action, determination or interpretation.
4. Eligibility; Factors to be Considered in Granting Awards
(a) The Committee may grant awards to officers and other key
employees of the Company and its subsidiaries, and except in the case of
incentive stock options, any other non-employees who may provide services to
the Company or its subsidiaries (all such persons being hereinafter referred to
as "employees"). In determining the employees to whom awards shall be granted
and the number of shares or units to be covered by each award, the Committee
shall take into account the nature of the employees' duties, their present and
potential contributions to the success of the Company and such other factors as
it shall deem relevant in connection with accomplishing the purposes of the
1993 Plan. A director of the Company or of a subsidiary who is not also an
employee of the Company (or deemed to be an
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<PAGE> 4
employee of the Company as provided above) will not be eligible to receive an
award under the Plan except as provided in subparagraph (c) below.
(b) Awards may be granted singly, in combination or in tandem
and may be made in combination or in tandem with, in replacement of, or as
alternatives to, awards or grants under any other employee plan maintained by
the Company, its present and future subsidiaries. An employee who has been
granted an award or awards under the 1993 Plan may be granted an additional
award or awards, subject to such limitations as may be imposed by the Code on
the grant of incentive stock options. No award of incentive stock options
shall result in the aggregate fair market value of Common Stock with respect to
which incentive stock options are exercisable for the first time by any
employee during any calendar year (determined at the time the incentive stock
option is granted) exceeding $100,000. The Committee, in its sole discretion,
may grant to an employee who has been granted an award under the 1993 Plan or
any other employee plan maintained by the Company or its subsidiaries, or any
predecessors or successors thereto, in exchange for the surrender and
cancellation of such award, a new award in the same or a different form and
containing such terms, including without limitation a price which is different
(either higher or lower) than any price provided in the award so surrendered
and cancelled, as the Committee may deem appropriate.
(c) Upon the initial election to the Board of Directors of the
Company on or after date on which the stockholders of the Company approve the
1993 Plan, a non-employee director shall be awarded non-qualified options to
purchase 100,000 shares of Common Stock, effective as of October 1 of the year
in which such election occurs, at a price equal to the fair market value of
Common Stock on that date. On October 1 of each year, all non-employee
directors of the Company (other than a director who is first elected in such
year) shall be awarded non-qualified options to purchase 33,333 shares of
Common Stock at the fair market value on that date. All options shall have a
term of 10 years and shall vest ratably over a three year period on each
anniversary date of the grant, except that all options shall become immediately
exercisable on an acceleration date (as defined in paragraph 7(a)). Upon
termination of the directorship, the provisions of paragraphs 12 and 13 shall
apply as if the director were an employee of the Company, except that the
Committee shall have no discretion with respect to the provisions contained
therein. The provisions of this paragraph may not be amended more than once
every six months, other than to comply with changes in the Internal Revenue
Code, the Employee Retirement Income Security Act, or the rules thereunder.
5. Option Price
The purchase price of the Common Stock covered by each option
shall be determined by the Committee, but in the case of an incentive stock
option shall not be less than 100% of the fair market value (110% in the case
of a 10% shareholder of the Company) of the Common Stock on the date the option
is granted, which shall be deemed to equal the average closing bid and closing
asked prices of the Common Stock as reported by NASDAQ (the "Mean Value") for
the date on which the option is granted, or if there are no sales on such date,
on the next preceding day on which there were sales. The Committee shall
determine the date on which an option is granted, provided that such date is
consistent with the Code and any applicable rules or regulations thereunder.
In the absence of such determination, the date on which the Committee adopts a
resolution granting an option shall be considered the date on
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<PAGE> 5
which such option is granted, provided the employee to whom the option is
granted is promptly notified of the grant and an option agreement is duly
executed as of the date of the resolution. The purchase price of the Common
Stock covered by each option shall also be applicable in connection with the
exercise of any related right or limited right. The purchase price shall be
subject to adjustment as provided in paragraph 14.
6. Terms of Options
The term of each incentive stock option granted under the 1993
Plan shall not be more than 10 years (5 years in the case of a 10% shareholder
of the Company) from the date of grant, as the Committee shall determine,
subject to earlier termination as provided in paragraphs 12 and 13. The term
of each non-qualified stock option granted under the 1993 Plan shall be such
period of time as the Committee shall determine, subject to earlier termination
as provided in paragraphs 12 and 13.
7. Exercise of Options; Loans
(a) Subject to the provisions of the 1993 Plan, an option
granted under the 1993 Plan shall become vested as determined by the Committee.
The Committee may, in its discretion, determine as a condition of any option,
that all or a stated percentage of the options shall become exercisable, in
installments or otherwise, only after completion of a specified service
requirement. The Committee may also, in its discretion, accelerate the
exercisability of any option at any time and provide, in any option agreement,
that the option shall become immediately exercisable as to all shares of Common
Stock remaining subject to the option on or following either (i) the first
purchase of shares of Common Stock pursuant to a tender offer or exchange offer
(other than an offer by the Company or any of its subsidiaries) for all, or any
part of, the Common Stock ("Offer"), (ii ) a change in control of the Company
(as defined in this paragraph), (iii) approval by the Company's stockholders of
a merger in which the Company does not survive as an independent, publicly
owned corporation, a consolidation, or a sale, exchange or other disposition of
all or substantially all the Company's assets, or (iv) a change in the
composition of the Board of Directors during any period of two consecutive
years such that individuals who at the beginning of such period were members of
the Board of Directors cease for any reason to constitute at least a majority
thereof, unless the election, or the nomination for election by the Company's
stockholders, of each new director was approved by a vote of at least
two-thirds of the directors then still in office who were directors at the
beginning of the period (the date upon which an event described in clause (i),
(ii), (iii), or (iv) of this paragraph 7(a) occurs shall be referred to herein
as an "acceleration date"). A "change in control" is deemed to occur at the
time of (i) any acquisition of voting securities of the Company, (ii) the
conversion of the Company's Original Preferred Stock, $.01 par value, into
Common Stock, or (iii) the expiration of the Original Preferred Stock voting
rights, if such acquisition, conversion of Original Preferred Stock, or
expiration of Original Preferred Stock voting rights results in any person or
group (as such term is used in Sections 13(d) and 14(d) of the Exchange Act),
but excluding (A) the Company or any of its subsidiaries, (B) any person who
was an officer or director of the Company on the date following approval of the
1993 Plan by the stockholders of the Company or (C) any savings, pension or
other benefits plan for the benefit of employees of the Company or any of its
subsidiaries, which theretofore did not beneficially own voting securities
representing more than 30%
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<PAGE> 6
of the voting power of any class of outstanding voting securities (including
preferred securities) of the Company, acquiring or holding the beneficial
ownership of voting securities representing more than 30% of the voting power
of any class of outstanding voting securities (including preferred securities)
of the Company.
(b) An option may be exercised at any time or from time to
time (subject, in the case of an incentive stock option, to such restrictions
as may be imposed by the Code), as to any or all full shares as to which the
option has become exercisable. Notwithstanding the foregoing provision, no
option may be exercised without the prior consent of the Committee by an
employee who is subject to Section 16(b) of the Exchange Act until the
expiration of six months from the date of the grant of the option.
(c) The purchase price of the shares as to which an option is
exercised shall be paid in full at the time of exercise; payment may be made in
cash, which may be paid by check, or other instrument acceptable to the
Company, or, with the consent of the Committee, in shares of the Common Stock,
valued at the Mean Value on the date of exercise, or if there were no sales on
such date, on the next preceding day on which there were sales or (if permitted
by the Committee and subject to such terms and conditions as it may determine)
by surrender of outstanding awards under the 1993 Plan or any other stock
option or incentive compensation plan of the Company. In addition, any amount
necessary to satisfy applicable federal, state or local tax requirements shall
be paid promptly upon notification of the amount due. The Committee may permit
such amount to be paid in shares of Common Stock previously owned by the
employee, or a portion of the shares of Common Stock that otherwise would be
distributed to such employee upon exercise of the option, or a combination of
cash and shares of such Common Stock; provided, however, unless otherwise
approved by the Committee, that an election by an employee subject to Section
16(b) of the Exchange Act to use shares of Common Stock to satisfy any federal,
state or local tax requirement shall be made only during a Window Period (as
defined in paragraph 7(e) hereof), and provided further that the Committee
shall have sole discretion to consent to or disapprove of any such election
(which consent or disapproval may be given at any time after the election to
which it relates).
(d) Except as provided in paragraphs 12 and 13, no option may
be exercised at any time unless the holder thereof is then an employee of or
performing services for the Company or one of its subsidiaries, if any. For
this purpose, "subsidiary" shall include, as under Treasury Regulations Section
1.421-7(h)(3) and (4), Example (3), any corporation that is a subsidiary of the
Company during the entire portion of the requisite period of employment during
which it is the employer of the holder.
(e) The Committee, in its sole discretion, may elect, in lieu
of delivering all or a portion of the shares of Common Stock as to which an
option has been exercised, if the fair market value of the Common Stock exceeds
the exercise price of the option (i) to pay the employee in cash or in shares
of Common Stock, or a combination of cash and Common Stock, an amount equal to
the excess of (A) the Mean Value on the exercise date of the shares of Common
Stock as to which such option has been exercised, or if there were no sales on
such date, on the next preceding day on which there were sales over (B) the
option price, or (ii) in the case of an option which is a non-qualified option,
to defer payment and to credit the amount of such excess on the Company's books
for the account of the optionee and either (a) to treat the amount in such
account as if it had been invested in the manner from time to time determined
by the Committee, with dividends or other income therein being deemed to have
been so reinvested or (b) for the Company's convenience, to contribute the
amount credited to
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<PAGE> 7
such account to a trust, which may be revocable by the Company, for investment
in the manner from time to time determined by the Committee and set forth in
the instrument creating such trust; provided, however, that, to the extent
required by Rule 16b-3 or other applicable rules under Section 16(b) of the
Exchange Act, in order to perfect the exemption provided thereunder for cash
settlements of stock appreciation rights, the Committee shall not exercise its
discretion to grant cash to any employee who is subject to the provisions of
Section 16(b) of the Exchange Act unless the exercise occurs during any period
commencing on the third business day following the date of release for
publication of any annual or quarterly summary statements of the Company's
sales and earnings and ending on the twelfth business day following such date
(a "Window Period"). The Committee's election pursuant to this subparagraph
shall be made by giving written notice of such election to the employee (or
other person exercising the option). Shares of Common Stock paid pursuant to
this subparagraph will be valued at the Mean Value on the exercise date, or if
there were no sales on such date, on the next preceding day on which there were
sales.
(f) Subject to any terms and conditions that the Committee may
determine in respect of the exercise of options involving the surrender of
outstanding awards, upon, but not until, the exercise of an option or portion
thereof in accordance with the 1993 Plan, the option agreement and such rules
and regulations as may be established by the Committee, the holder thereof
shall have the rights of a stockholder with respect to the shares issued as a
result of such exercise.
(g) The Company may make loans to such option holders as the
Committee, in its discretion, may determine (including a holder who is a
director or officer of the Company) in connection with the exercise of options
granted under the 1993 Plan; provided, however, that the Committee shall not
authorize the making of any loan where the possession of such discretion or the
making of such loan would result in a "modification" (as defined in Section 424
of the Code) of any incentive stock option. Such loans shall be subject to the
following terms and conditions and such other terms and conditions as the
Committee shall determine not inconsistent with the 1993 Plan. Such loans
shall bear interest at such rates as the Committee shall determine from time to
time, which rates may be below then current market rates (except in the case of
incentive stock options). In no event may any such loan exceed the fair market
value, at the date of exercise, of the shares covered by the option, or portion
thereof, exercised by the holder. No loan shall have an initial term exceeding
five years, but any such loan may be renewable at the discretion of the
Committee. When a loan shall have been made, shares of Common Stock having a
fair market value at least equal to the principal amount of the loan shall be
pledged by the holder to the Company as security for payment of the unpaid
balance of the loan. Every loan shall comply with all applicable laws,
regulations and rules of the Board of Governors of the Federal Reserve System
and any other governmental agency having jurisdiction.
8. Award and Exercise of Rights
(a) A right may be awarded by the Committee in connection with
any option granted under the 1993 Plan (a "tandem right"), either at the time
the option is granted or thereafter at any time prior to the exercise,
termination or expiration of the option. A right may also be awarded
separately (a "free-standing right"). Each tandem right shall be subject to the
same terms and conditions as the related option and shall be exercisable only
to the extent the option is exercisable.
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<PAGE> 8
The term of each freestanding right granted under the 1993
Plan shall be such period of time as the Committee shall determine. Subject to
the provisions of the 1993 Plan, such right shall become vested as determined
by the Committee. Prior to becoming 100% vested, each freestanding right shall
become exercisable, in installments or otherwise, as the Committee shall
determine. The Committee may also, in its discretion, accelerate the
exercisability of any freestanding right at any time and provide, in the
agreement covering a freestanding right, that the right shall become
immediately exercisable on or following an acceleration date (as defined in
paragraph 7(a)).
No right shall be exercisable by an employee who is subject to
the provisions of Section 16(b) of the Exchange Act without the prior consent
of the Committee prior to the expiration of six months from the date the right
is awarded (and then, as to a tandem right, only to the extent the related
option is exercisable). Notwithstanding the foregoing, no right shall be
exercisable by an employee who is subject to the provisions of Section 16(b) of
the Exchange Act without the prior consent of the Committee prior to the
expiration of one year from the date of the initial sale of shares of Common
Stock of the Company to the public.
(b) A right shall entitle the employee upon exercise in
accordance with its terms (subject, in the case of a tandem right, to the
surrender unexercised of the related option or any portion or portions thereof
which the employee from time to time determines to surrender for this purpose)
to receive, subject to the provisions of the 1993 Plan and such rules and
regulations as from time to time may be established by the Committee, a payment
having an aggregate value equal to (A) the excess of (i) the fair market value
on the exercise date of one share over (ii) the option price per share, in the
case of a tandem right, or the price per share specified in the terms of the
right, in the case of a freestanding right, times (B) the number of shares with
respect to which the right shall have been exercised. The payment shall be
made in the form of all cash, all shares of Common Stock, or a combination
thereof, as elected by the employee, provided that, unless otherwise approved
by the Committee, the election by an employee who is subject to the provisions
of Section 16(b) of the Exchange Act to receive all or a part of a payment in
cash, as well as the exercise by the employee of the right for cash, shall be
made only during a Window Period (as defined in paragraph 7(e) hereof); and
provided further, that the Committee shall have sole discretion to consent to
or disapprove the election of an officer or director to receive all or part of
a payment in cash (which consent or disapproval may be given at any time after
the election to which it relates). The price per share specified in a
freestanding right shall be determined by the Committee but in no event shall
be less than the average of the daily closing prices for the Common Stock as
reported by NASDAQ during a period determined by the Committee in its sole
discretion that shall consist of any Trading Day or any number of consecutive
Trading Days, not exceeding 30, during the period of 30 Trading Days ending on
the Trading Day immediately preceding the date the right is granted, provided
that, in the absence of a different determination by the Committee, the price
per share shall be determined on the basis of a period consisting of 30 Trading
Days. Such price shall be subject to adjustment as provided in paragraph 14.
The Committee shall determine the date on which a freestanding right is
granted. In the absence of such determination, the date on which the Committee
adopts a resolution granting such right shall be considered the date of grant,
provided the employee is promptly notified of the grant and an agreement is
duly executed as of the date of the resolution.
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<PAGE> 9
If upon exercise of a right the employee is to receive a
portion of the payment in shares of Common Stock, the number of shares received
shall be determined by dividing such portion by the fair market value of a
share on the exercise date. The number of shares received may not exceed the
number of shares covered by any option or portion thereof surrendered. Cash
will be paid in lieu of any fractional share.
No payment will be required from the employee upon exercise of
a right, except that any amount necessary to satisfy applicable federal, state
or local tax requirements shall be withheld or paid promptly upon notification
of the amount due and prior to or concurrently with delivery of cash or a
certificate representing shares. The Committee may permit such amount to be
paid in shares of Common Stock previously owned by the employee, or a portion
of the shares of Common Stock that otherwise would be distributed to such
employee upon exercise of the right, or a combination of cash and shares of
such Common Stock.
(c) For purposes of this paragraph 8, the fair market value of
a share on any particular date shall mean the Mean Value of such share on such
date, or if there are no sales on such date, on the next preceding day on which
there were sales; provided, however, that with respect to exercises of rights
by an employee who is subject to the provisions of Section 16(b) of the
Exchange Act during any Window Period, the Committee may prescribe, by rule of
general application, such other measure of fair market value per share as the
Committee may, in its discretion, determine but not in excess of the highest
sale price of the Common Stock during such Window Period and, in the case of
rights that relate to an incentive stock option, not in excess of the maximum
amount that would be permissible under Section 422 of the Code and the Treasury
Regulations thereunder without disqualifying such option as an incentive stock
option under Section 422.
(d) Upon exercise of a tandem right, the number of shares
subject to exercise under the related option shall automatically be reduced by
the number of shares represented by the option or portion thereof surrendered.
(e) A right related to an incentive stock option may only be
exercised if the fair market value of a share of Common Stock on the exercise
date exceeds the option price.
(f) Whether payments to employees upon exercise of tandem
rights related to non-qualified options or of freestanding rights are made in
cash, shares of Common Stock or a combination thereof, the Committee shall have
sole discretion as to timing of the payments, whether in one lump sum or in
annual installments or otherwise deferred, which deferred payments may in the
Committee's sole discretion (i) bear amounts equivalent to interest or cash
dividends, (ii) be treated as invested in the manner from time to time
determined by the Committee, with dividends or other income thereon being
deemed to have been so reinvested, or (iii) for the convenience of the Company,
contributed to a trust, which may be revocable by the Company or subject to the
claims of its creditors, for investment in the manner from time to time
determined by the Committee and set forth in the instrument creating such
trust, all as the Committee shall determine.
(g) If a freestanding right is not exercised, or neither a
tandem right nor the related option is exercised, before the end of the day on
which the right ceases to be exercisable and the fair market value of a share
on such date exceeds (i) the option price per
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<PAGE> 10
share in the case of a tandem right or (ii) the price per share specified in
the terms of the right in the case of a freestanding right, such right shall be
deemed exercised and a payment in the amount prescribed by subparagraph 8(b),
less any applicable taxes, shall be paid to the employee in cash.
9. Award and Exercise of Limited Rights
(a) A limited right may be awarded by the Committee in
connection with any option granted under the 1993 Plan with respect to all or
some of the shares of Common Stock covered by such related option. A limited
right may be granted either at the time the option is granted or thereafter at
any time prior to the exercise, termination or expiration of the option. A
limited right may be granted to an employee irrespective of whether such
employee is being granted or has been granted a right under paragraph 8 hereof.
A limited right may be exercised only during the ninety-day period beginning on
an acceleration date (as defined in paragraph 7(a)). In addition, each limited
right shall be exercisable only if, and to the extent that, the related option
is exercisable and, in the case of a limited right granted in respect of an
incentive stock option, only when the fair market value per share of the Common
Stock exceeds the option price per share. Upon exercise of a limited right,
such related option shall cease to be exercisable to the extent of the shares
of Common Stock with respect to which such limited right is exercised. Upon
the exercise or termination of a related option, the limited right with respect
to such related option shall terminate to the extent of the shares of Common
Stock with respect to which the related option was exercised or terminated.
(b) Upon the exercise of limited rights, the holder thereof
shall receive in cash whichever of the following amounts is applicable:
(i) in the case of an exercise of limited rights by reason of
the occurrence of an Offer (as defined in paragraph 7(a)(i)), an amount equal
to the Offer Spread (as defined in paragraph 9(d));
(ii) in the case of an exercise of limited rights by reason
of an acquisition of Common Stock described in paragraph 7(a)(ii), an amount
equal to the Acquisition Spread (as defined in paragraph 9(h) hereof);
(iii) in the case of an exercise of limited rights by reason
of an event described in paragraph 7(a)(iii), an amount equal to the Merger
Spread (as defined in paragraph 9(f) hereof); or
(iv) in the case of an exercise of limited rights by reason of
a change in the composition of the Board of Directors as described in paragraph
7(a)(iv), an amount equal to the Spread (as defined in paragraph 9(i) hereof).
Notwithstanding the foregoing, in the case of a limited right
granted in respect of an incentive stock option, the holder may not receive an
amount in excess of such amount as will enable such option to qualify as an
incentive stock option.
(c) The term "Offer Price per Share" as used in this paragraph
9 shall mean, with respect to the exercise of any limited right by reason of
the occurrence of an Offer, the greater of (i) the highest price per share of
Common Stock paid in any Offer, which Offer is
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<PAGE> 11
in effect at any time during the ninety-day period ending on the date on which
such limited right is exercised, or (ii) the highest fair market value per
share of Common Stock during such ninety-day period. Any securities or
property which are part or all of the consideration paid for shares of Common
Stock in the Offer shall be valued in determining the Offer Price per Share at
the higher of (A) the valuation placed on such securities or property by the
corporation, person or other entity making such Offer or (B) the valuation
placed on such securities or property by the Committee.
(d) The term "Offer Spread" as used in this paragraph 9 shall
mean an amount equal to the product computed by multiplying (i) the excess of
(A) the Offer Price per Share over (B) the option price per share of Common
Stock at which the related option is exercisable, by (ii) the number of shares
of Common Stock with respect to which such limited right is being exercised.
(e) The term "Merger Price per Share" as used in this
paragraph 9 shall mean, with respect to the exercise of any limited right by
reason of an event described in paragraph 7(a) (iii), the greater of (i) the
fixed or formula price for the acquisition of shares of Common Stock occurring
pursuant to such event if such fixed or formula price is determinable on the
date on which such limited right is exercised, and (ii) the highest fair market
value per share of Common Stock during the ninety-day period ending on the date
on which such limited right is exercised. Any securities or property which are
part or all of the consideration paid for shares of Common Stock pursuant to
such event shall be valued in determining the Merger Price per Share at the
higher of (A) the valuation placed on such securities or property by the
corporation, person or other entity which is a party with the Company to such
event or (B) the valuation placed on such securities or property by the
Committee.
(f) The term "Merger Spread" as used in this paragraph 9 shall
mean an amount equal to the product computed by multiplying (i) the excess of
(A) the Merger Price per Share over (B) the option price per share of Common
Stock at which the related option is exercisable, by (ii) the number of shares
of Common Stock with respect to which such limited right is being exercised.
(g) The term "Acquisition Price per Share" as used in this
paragraph 9 shall mean, with respect to the exercise of any limited right by
reason of an acquisition of Common Stock described in paragraph 7(a)(ii), the
greater of (i) the highest price per share stated on the Schedule 13D or any
amendment thereto filed by the holder of 30% or more of the Company's voting
power which gives rise to the exercise of such limited right, and (ii) the
highest fair market value per share of Common Stock during the ninety-day
period ending on the date the limited right is exercised.
(h) The term "Acquisition Spread" as used in this paragraph 9
shall mean an amount equal to the product computed by multiplying (i) the
excess of (A) the Acquisition Price per Share over (B) the option price per
share of Common Stock at which the related option is exercisable, by (ii) the
number of shares of Common Stock with respect to which such limited right is
being exercised.
(i) The term "Spread" as used in this paragraph 9 shall mean,
with respect to the exercise of any limited right by reason of a change in the
composition of the Board described in paragraph 7(a) (iv), an amount equal to
the product computed by multiplying (i)
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<PAGE> 12
the excess of (A) the highest fair market value per share of Common Stock
during the ninety-day period ending on the date the limited right is exercised
over (B) the option price per share of Common Stock at which the related option
is exercisable, by (ii) the number of shares of Common Stock with respect to
which the limited right is being exercised.
(j) Notwithstanding any other provision of the 1993 Plan,
rights granted pursuant to paragraph 8 may not be exercised to the extent that
any limited rights granted with respect to the same option are then
exercisable.
(k) For purposes of this paragraph 9, "fair market value per
share of Common Stock" for any day shall mean the Mean Value for such day (or
if there were no sales on such day, on the next preceding day on which there
were sales).
10. Non-Transferability of Options and Rights
Options, rights and limited rights granted under the 1993 Plan
shall not be transferable otherwise than by will or the laws of descent and
distribution, or pursuant to a qualified domestic relations order as defined by
Section 414(p) of the Code. Options, rights and limited rights may be
exercised during the lifetime of the employee only by the employee or by the
employee's guardian or legal representative (unless such exercise would
disqualify an option as an incentive stock option).
11. Award and Delivery of Restricted Shares or Restricted Units
(a) At the time an award of restricted shares or restricted
units is made, the Committee shall establish a period of time (the "Restricted
Period") applicable to such award. Each award of restricted shares or
restricted units may have a different Restricted Period. The Committee may, in
its sole discretion, at the time an award is made, prescribe conditions for the
incremental lapse of restrictions during the Restricted Period, for the lapse
or termination of restrictions upon the satisfaction of other conditions in
addition to or other than the expiration of the Restricted Period with respect
to all or any portion of the restricted shares or restricted units and provide
for the lapse of all restrictions with respect to all restricted shares or
restricted units covered by the award upon the occurrence of an acceleration
date as defined in paragraph 7(a). The Committee may also, in its sole
discretion, shorten or terminate the Restricted Period or waive any conditions
for the lapse or termination of restrictions with respect to all or any portion
of the restricted shares or restricted units. Notwithstanding the foregoing,
all restrictions shall lapse or terminate with respect to all restricted shares
or restricted units upon death or total disability (as defined in paragraph
13).
(b) Upon the grant of an award of restricted shares, a stock
certificate representing a number of shares of Common Stock equal to the number
of restricted shares granted to an employee shall be registered in the
employee's name but shall be held in custody by the Company for the employee's
account. The employee shall generally have the rights and privileges of a
stockholder as to such restricted shares, including the right to vote such
restricted shares, except that, subject to the provisions of paragraph 12, the
following restrictions shall apply: (i) the employee shall not be entitled to
delivery of the certificate until the expiration or termination of the
Restricted Period and the satisfaction of any other conditions prescribed by
the Committee; (ii) none of the restricted shares may be sold, transferred,
assigned, pledged, or otherwise encumbered or disposed of during the Restricted
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<PAGE> 13
Period and until the satisfaction of any other conditions prescribed by the
Committee; and (iii) all of the restricted shares shall be forfeited and all
rights of the employee to such restricted shares shall terminate without
further obligation on the part of the Company unless the employee has remained
an employee of the Company or any of its subsidiaries or any combination
thereof until the expiration or termination of the Restricted Period and the
satisfaction of any other conditions prescribed by the Committee applicable to
such restricted shares. At the discretion of the Committee, cash and stock
dividends with respect to the restricted shares may be either currently paid or
withheld by the Company for the employee's account, and interest may be paid on
the amount of cash dividends withheld at a rate and subject to such terms as
determined by the Committee. Upon the forfeiture of any restricted shares,
such forfeited restricted shares shall be transferred to the Company without
further action by the employee. The employee shall have the same rights and
privileges, and be subject to the same restrictions, with respect to any shares
received pursuant to paragraph 14.
(c) Upon the expiration or termination of the Restricted
Period and the satisfaction of any other conditions prescribed by the Committee
or at such earlier time as provided for in paragraph 12, the restrictions
applicable to the restricted shares shall lapse and a stock certificate for the
number of shares of Common Stock with respect to which the restrictions have
lapsed shall be delivered, free of all such restrictions, except any that may
be imposed by law, to the employee or the employee's beneficiary or estate, as
the case may be. The Company shall not be required to deliver any fractional
share of Common Stock but will pay, in lieu thereof, the fair market value
(determined as of the date the restrictions lapse) of such fractional share to
the employee or the employee's beneficiary or estate, as the case may be. No
payment will be required from the employee upon the issuance or delivery of any
restricted shares, except that any amount necessary to satisfy applicable
federal, state or local tax requirements shall be withheld or paid promptly
upon notification of the amount due and prior to or concurrently with the
issuance or delivery of a certificate representing such shares. The Committee
may permit such amount to be paid in (i) shares of Common Stock previously
owned by the employee, (ii) a portion of the shares of Common Stock that
otherwise would be distributed to such employee upon the lapse of the
restrictions applicable to the restricted shares, or (iii) a combination of
cash and shares of such Common Stock; provided, however, unless otherwise
approved by the Committee, that an election by an employee subject to Section
16(b) of the Exchange Act to use shares of Common Stock described in clause
(ii) above to satisfy any federal, state or local tax requirement shall be made
only during a Window Period (as defined in paragraph 7(e) hereof), and provided
further that the Committee shall have sole discretion to consent to or
disapprove of any such election (which consent or disapproval may be given at
any time after the election to which it relates).
(d) In the case of an award of restricted units, no shares of
Common Stock shall be issued at the time the award is made, and the Company
shall not be required to set aside a fund for the payment of any such award.
At the discretion of the Committee, cash and stock dividends with respect to
the Common Stock ("Dividend Equivalents") may be currently paid or withheld by
the Company for the employee's account, and interest may be paid on the amount
of cash dividends withheld at a rate and subject to such terms as determined by
the Committee.
Upon the expiration or termination of the Restricted Period
and the satisfaction of any other conditions prescribed by the Committee or at
such earlier time as provided for in paragraph 12, the Company shall deliver to
the employee or the employee's beneficiary or
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<PAGE> 14
estate, as the case may be, one share of Common Stock for each restricted unit
with respect to which the restrictions have lapsed ("vested unit"), and cash
equal to any Dividend Equivalents credited with respect to each such vested
unit and any interest thereon; provided, however, that the Committee may, in
its sole discretion, elect to pay cash or part cash and part Common Stock in
lieu of delivering only Common Stock for vested units. If a cash payment is
made in lieu of delivering Common Stock, the amount of such cash payment shall
be equal to the Mean Value for the date on which the Restricted Period lapsed
with respect to such vested unit, or if there are no sales on such date, on the
next preceding day on which there were sales. No payment will be required from
the employee upon the award of any restricted units, the crediting or payment
of any Dividend Equivalents, or the delivery of Common Stock or the payment of
cash in respect of vested units, except that any amount necessary to satisfy
applicable federal, state or local tax requirements shall be withheld or paid
promptly upon notification of the amount due. The Committee may permit such
amount to be paid in (i) shares of Common Stock previously owned by the
employee, (ii) a portion of the shares of Common Stock that otherwise would be
distributed to such employee in respect of vested units, or (iii) a combination
of cash and shares of such Common Stock; provided, however, unless otherwise
approved by the Committee, that an election by an employee subject to Section
16(b) of the Exchange Act to use the shares of Common Stock described in clause
(ii) above to satisfy any federal, state or local tax requirement shall be made
only during a Window Period (as defined in paragraph 7(e) hereof); and provided
further that the Committee shall have sole discretion to consent to or
disapprove of any such election (which consent or disapproval may be given at
any time after the election to which it relates).
Upon the occurrence of an acceleration date (as defined in
paragraph 7(a)), all outstanding vested units (including any restricted units
whose restrictions have lapsed as a result of the occurrence of such
acceleration date) and credited Dividend Equivalents shall be payable as soon
as practicable but in no event later than 90 days after such acceleration date
in cash, in shares of Common Stock, or part in cash and part in Common Stock,
as the Committee, in its sole discretion, shall determine. To the extent that
an employee receives cash in payment for his vested units, such employee shall
receive an amount equal to the product of (i) the number of vested units
credited to such employee's account for which such employee is receiving
payment in cash times (ii) the Multiplication Factor (as defined below). To
the extent that an employee receives Common Stock in payment for his vested
units, such employee shall receive the number of shares of Common Stock
determined by dividing (i) the product of (x) the number of vested units
credited to such employee's account for which such employee is receiving
payment in Common Stock times (z) the Multiplication Factor, by (ii) the fair
market value per share of the Common Stock as of the day preceding the payment
date. "Multiplication Factor" shall mean (i) in the event of the occurrence of
an Offer as defined in paragraph 7(a)(i), the Offer Price per Share as modified
below, (ii) in the case of an acquisition of Common Stock described in
paragraph 7(a) (ii), the Acquisition Price per Share as modified below, (iii)
in the case of an event described in paragraph 7(a)(iii), the Merger Price per
Share as modified below, or (iv) in the case of a change in the composition of
the Board of Directors as described in paragraph 7(a)(iv), the highest fair
market value per share of the Common Stock for any day during the applicable
ninety-day period described below. For purposes of the preceding sentence, (i)
the applicable ninety-day period described in paragraphs 9(c), (e) and (g) and
in clause (iv) above shall mean the ninety-day period ending on or within 89
days following an acceleration date which the Committee, in its sole
discretion, shall select and (ii) fair market value per share of the Common
Stock shall mean the Mean Value.
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<PAGE> 15
(e) The restricted unit award agreement may permit an employee
to request that the payment of vested units (and Dividend Equivalents and the
interest thereon with respect to such vested units) be deferred beyond the
payment date specified in the agreement. The Committee shall, in its sole
discretion, determine whether to permit such deferment and to specify the terms
and conditions, which are not inconsistent with the 1993 Plan, to be contained
in the agreement. In the event of such deferment, the Committee may determine
that interest shall be credited annually on the Dividend Equivalents, at a rate
to be determined by the Committee. The Committee may also determine to
compound such interest.
12. Termination of Employment
Unless otherwise determined by the Committee, and subject to
such restrictions as may be imposed by the Code in the case of any incentive
stock options, in the event that the employment of an employee to whom an
option, right or limited right has been granted under the 1993 Plan shall be
terminated (except as set forth in paragraph 13), such option, right or limited
right may, subject to the provisions of the 1993 Plan, be exercised (to the
extent that the employee was entitled to do so at the termination of his
employment) at any time within three months after such termination, or, in the
case of an employee whose termination results from retirement from active
employment at or after age 55, within one year after such termination, but in
no case later than the date on which the option, right or limited right
terminates; provided, however, that any option, right or limited right held by
an employee whose employment is terminated for cause shall forthwith terminate,
to the extent not theretofore exercised.
Unless otherwise determined by the Committee, if an employee
to whom restricted shares or restricted units have been granted ceases to be an
employee of the Company or of a subsidiary prior to the end of the Restricted
Period and the satisfaction of any other conditions prescribed by the Committee
for any reason other than death or total disability (as defined in paragraph
13), the employee shall immediately forfeit all restricted shares and
restricted units. Awards granted under the 1993 Plan shall not be affected by
any change of duties or position so long as the holder continues to be an
employee of the Company or any of its subsidiaries. Any option, right, limited
right, restricted share or restricted unit agreement, or any rules and
regulations relating to the 1993 Plan, may contain such provisions as the
Committee shall approve with reference to the determination of the date
employment terminates and the effect of leaves of absence. Any such rules and
regulations with reference to any option agreement shall be consistent with the
provisions of the Code and any applicable rules and regulations thereunder.
Nothing in the 1993 Plan or in any award granted pursuant to the 1993 Plan
shall confer upon any employee any right to continue in the employ of the
Company or any of its subsidiaries or interfere in any way with the right of
the Company or any such subsidiary to terminate such employment at any time.
Notwithstanding anything else in the 1993 Plan to the
contrary, if the corporation employing an individual to whom an option, right,
limited right, restricted unit or restricted share has been granted under the
1993 Plan ceases to be a subsidiary of the Company, then the Committee may
provide that service with such employer or its direct or indirect or
subsidiaries in any capacity shall be considered employment with the Company
for purposes of the 1993 Plan.
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<PAGE> 16
13. Death or Total Disability of Employee
If an employee to whom an option, right or limited right has
been granted under the 1993 Plan shall die or suffer a "total disability" while
employed by the Company or its subsidiaries or within three months (or, in the
case of an employee whose termination results from retirement from active
employment at or after age 55, within one year) after the termination of such
employment (other than termination for cause), such option, right or limited
right may be exercised, to the extent that the employee was entitled to do so
at the termination of employment (including by reason of death or total
disability), as set forth herein (subject to the restrictions set forth in
paragraphs 8 and 9 with respect to persons subject to Section 16(b) of the
Exchange Act) by the employee, the legal guardian of the employee (unless such
exercise would disqualify an option as an incentive stock option), a legatee or
legatees of the employee under the employee's last will, or by the employee's
personal representatives or distributees, whichever is applicable, at any time
within one year after the date of the employee's death or total disability, but
in no case later than the date on which the option, right or limited right
terminates. If an employee to whom restricted shares or restricted units have
been granted shall die or suffer a "total disability" while employed by the
Company or its subsidiaries, all restrictions shall lapse or terminate. For
purposes hereof, "total disability" is defined as the permanent inability of an
employee, as a result of accident or sickness, to perform any and every duty
pertaining to such employee's occupation or employment for which the employee
is suited by reason of the employee's previous training, education and
experience.
14. Adjustment upon Changes in Capitalization, etc.
Notwithstanding any other provision of the 1993 Plan, the
Committee may at any time make or provide for such adjustments to the 1993
Plan, to the number and class of shares available thereunder or to any
outstanding options, rights, restricted shares or restricted units as it shall
deem appropriate to prevent dilution or enlargement of rights, including
adjustments in the event of distributions to holders of Common Stock other than
a normal cash dividend, changes in the outstanding Common Stock by reason of
stock dividends, split-ups, recapitalizations, mergers, consolidations,
combinations or exchanges of shares, separations, reorganizations, liquidations
and the like. In the event of any offer to holders of Common Stock generally
relating to the acquisition of their shares, the Committee may make such
adjustment as it deems equitable in respect of outstanding options, rights,
limited rights and restricted units, including in the Committee's discretion
revision of outstanding options, rights, limited rights and restricted units so
that they may be exercisable for or payable in the consideration payable in the
acquisition transaction. Any such determination by the Committee shall be
conclusive. No adjustment shall be made in respect of an incentive stock
option if such adjustment would disqualify such option as an incentive stock
option under Section 422 of the Code and the Treasury Regulations thereunder.
No adjustment shall be made in the minimum number of shares with respect to
which an option may be exercised at any time. Any fractional shares resulting
from such adjustments to options, rights, limited rights or restricted units
shall be eliminated.
15. Effective Date
The 1993 Plan shall be effective as of March 23, 1993,
provided that the adoption of the 1993 Plan shall have been approved by the
stockholders of the Company. The
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<PAGE> 17
Committee thereafter may, in its discretion, grant awards under the 1993 Plan,
the grant, exercise or payment of which shall be expressly subject to the
conditions that, to the extent required at the time of grant, exercise or
payment, (i) if the Company deems it necessary or desirable, a Registration
Statement under the Securities Act of 1933 with respect to such shares shall be
effective, and (ii) any requisite approval or consent of any governmental
authority of any kind having jurisdiction over awards granted under the 1993
Plan shall be obtained.
16. Termination and Amendment
The Board of Directors of the Company may suspend, terminate,
modify or amend the 1993 Plan, provided that any amendment that would increase
the aggregate number of shares that may be issued under the 1993 Plan,
materially increase the benefits accruing to participants under the 1993 Plan,
or materially modify the requirements as to eligibility for participation in
the 1993 Plan shall be subject to the approval of the Company's stockholders to
the extent required by Rule 16b-3, applicable law or any other governing rules
or regulations, except that any such increase or modification that may result
from adjustments authorized by paragraph 14 does not require such approval. If
the 1993 Plan is terminated, the terms of the 1993 Plan shall, notwithstanding
such termination, continue to apply to awards granted prior to such
termination. In addition, no suspension, termination, modification or
amendment of the 1993 Plan may, without the consent of the employee to whom an
award shall theretofore have been granted, adversely affect the rights of such
employee under such award.
17. Written Agreements
Each award of options, rights, limited rights, restricted
shares or restricted units shall be evidenced by a written agreement, executed
by the employee and the Company, which shall contain such restrictions, terms
and conditions as the Committee may require.
18. Effect on Other Stock Plans
The adoption of the 1993 Plan shall have no effect on awards
made or to be made pursuant to other stock plans covering employees of the
Company or its subsidiaries, or any predecessors or successors thereto.
IN WITNESS WHEREOF, the Company has caused its duly authorized officer
to execute this Plan as of the 23rd day of March, 1993.
QUADRAX CORPORATION
By: /s/ Richard A. Fisher
---------------------
Title: Chairman and Chief Executive Officer
------------------------------------
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<PAGE> 1
Exhibit 5.1
QUADRAX CORPORATION
300 HIGH POINT AVENUE
PORTSMOUTH, RI 02871
Timothy P. MacDonald
General Counsel
July 31, 1995
Quadrax Corporation
300 High Point Avenue
Portsmouth, RI 02871
Registration Statement on Form S-8
----------------------------------
Gentlemen:
I am general counsel to Quadrax Corporation, a Delaware corporation (the
"Company"). This opinion is being delivered in connection with the filing by
the Company of a Registration Statement on Form S-8 (the "Registration
Statement") with the Securities and Exchange Commission relating to 581,949
shares of the Company's common stock, par value $.000009 per share (the "Common
Stock"), to be issued pursuant to the Quadrax Corporation 1993 Stock Plan (the
"Plan").
In connection with this opinion, I have examined the Company's Certificate of
Incorporation, as amended, the bylaws of the Company, as amended, the
Registration Statement, corporate proceedings of the Company relating to the
issuance of the Common Stock, the Plan and such other instruments and documents
as I have deemed relevant under the circumstances.
In making the aforesaid examination, I have assumed the genuineness of all
signatures and the conformity to original documents of all copies furnished to
me as original or photostatic copies. I express no opinion as to any laws
other than the corporation laws of the State of Delaware.
Based upon and subject to the foregoing, I am of the opinion that the Common
Stock which will be issued under the Plan has been duly authorized and when
issued in accordance with the terms of the Plan will be validly issued, fully
paid and nonassessable.
I hereby consent to the reference to me in the Registration Statement under the
caption "Legal Matters" and to the use of my opinion as herein set forth as an
exhibit to the Registration Statement. In giving such consent, I do not
thereby admit that I am within the category of persons whose consent is
required under Section 7 of the Securities Act of 1933 or the rules and
regulations of the Securities and Exchange Commission thereunder.
Sincerely,
/s/ Timothy P. MacDonald
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<PAGE> 1
Exhibit 23.1
Consent of Independent Auditors
We consent to the incorporation by reference in the Registration Statement
(Form S-8) pertaining to the Quadrax Corporation 1993 Stock Plan of Quadrax
Corporation of our report dated February 25, 1994, with respect to the
consolidated financial statements of Quadrax Corporation included in its Annual
Report (Form 10-KSB) for the year ended January 2, 1994, filed with the
Securities and Exchange Commission.
/s/ Ernst & Young LLP
ERNST & YOUNG LLP
Providence, Rhode Island
July 31, 1995
-25-
<PAGE> 1
Exhibit 23.2
INDEPENDENT AUDITORS CONSENT
We consent to the incorporation by reference in this Registration Statement on
Form S-8 and Prospectus (relating to 581,949 shares of Quadrax Corporation
common stock, par value $.000009, to be issued pursuant to the Quadrax
Corporation 1993 Stock Plan) of our report dated April 6, 1995, which expresses
an unqualified opinion and includes an explanatory paragraph relating to the
ability of Quadrax Corporation to continue as a going concern, accompanying the
Annual Report on Form 10-KSB of Quadrax Corporation for the year ended
December 31, 1994.
/s/ Livingston & Haynes, P.C.
Livingston & Haynes, P.C.
Wellesley Hills, Massachusetts
July 31, 1995
-26-
