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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. ___)*
GKN Holding Corp.
(Name of Issuer)
Common Stock, .0001 par value
(Title Class of Securities)
361753 10 6
(CUSIP Number)
David Alan Miller, Esq.
Graubard Mollen & Miller
600 Third Avenue, New York, New York 10016-2097
(212) 818-8800
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
October 21, 1996
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box |_|.
Check the following box if a fee is being paid with the statement |_|. (A fee is
not required only if the reporting person: (1) has a previous statement on file
reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7.).
Note: Six copies of this statement, including all exhibits, should be filed with
the Commission. See Rule 13d-1(a) for other parties to whom copies are to be
sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
Page 1 of 7 Pages
The Exhibit Index Begins on Page 7
<PAGE>
SCHEDULE 13D
- --------------------- ------------------
CUSIP No. 361753 10 6 Page 2 of 7 Pages
- --------------------- ------------------
- -------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Robert H. Gladstone
###-##-####
- -------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)|_|
(b)|_|
- -------------------------------------------------------------------------------
3 SEC USE ONLY
- -------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
N/A
- -------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e) |_|
N/A
- -------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
- -------------------------------------------------------------------------------
7 SOLE VOTING POWER
402,778
NUMBER OF ----------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 0
EACH ----------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH 402,778
----------------------------------------------------
10 SHARED DISPOSITIVE POWER
0
- -------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
455,278
- -------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
- -------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.36%
- -------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
- -------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE>
Item 1. Security and Issuer
The class of equity securities to which this Schedule relates
is the common stock, $.0001 par value ("Common Stock"), of GKN Holding Corp.
("Issuer"), a Delaware corporation, whose principal executive offices are
located at 61 Broadway, New York, New York 10006.
The percentage of beneficial ownership reflected in this Schedule
is based upon 8,434,125 shares of Common Stock outstanding on October 30, 1996,
which number has been obtained from Issuer's Quarterly Report on Form 10-Q for
the fiscal quarter ended July 31, 1996.
Item 2. Identity and Background
(a) Name: This Schedule is being filed on behalf of Robert H.
Gladstone ("Gladstone").
(b) Business Address: Gladstone has a business address of
c/o GKN Securities Corp., 61 Broadway, New York, New York 10006.
(c) Principal Business: Gladstone is the Executive Vice President
of the Issuer and its wholly-owned subsidiary GKN Securities Corp. The Issuer is
primarily engaged in securities brokerage, securities trading and investment
banking through GKN Securities Corp., its principal operating subsidiary.
(d) During the last five years, Gladstone has not been convicted
in any criminal proceeding.
(e) During the last five years, Gladstone has not been a party to
any civil proceeding of a judicial or administrative body of competent
jurisdiction resulting in any judgment, decree or final order against him
enjoining him from engaging in future violations of, or prohibiting or mandating
activities subject to, federal or state securities laws or finding any violation
with respect to such laws.
Item 3. Source and Amounts of Funds or Other Consideration
No funds or other consideration have been expended in connection
with the acquisition of beneficial ownership of the additional shares of Common
Stock which cause this Schedule to be filed.
Item 4. Purpose of Transactions
Gladstone's wife, Shawn Gladstone, was issued options by the Issuer
on December 20, 1991 to purchase 2,500 shares at $2.20 per share which become
exercisable within 60 days from the date of this Report (December 20, 1996).
Gladstone may acquire or dispose of additional shares of the Issuer, but does
not presently intend to do so, although this intention may change depending upon
market conditions. Gladstone has no present plans which relate to or would
result in: an extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving the Issuer or any of its subsidiaries;
a sale or transfer of a material amount of assets of the Issuer or any of its
subsidiaries; any change in the present board of directors or management of the
Issuer, including any plans or proposals to change the number or term of
directors or to fill any existing vacancies on the board; any material change in
Page 3 of 7 Pages
<PAGE>
the present capitalization or dividend policy of the Issuer; any other material
change in the Issuer's business or corporate structure; changes in the Issuer's
charter, bylaws or instruments corresponding thereto or other actions which may
impede the acquisition of control of the Issuer by any person; causing a class
of securities of the Issuer to be delisted from a national securities exchange
or to cease to be authorized to be quoted in a n inter-dealer quotation system
of a registered national securities association; causing a class of equity
securities of the Issuer to become eligible for termination of registration
pursuant to Section 12(g)(4) of the Securities and Exchange Act of 1934; or any
action similar to the above.
Item 5. Interest in Securities of the Issuer
(a) Gladstone owns 402,778 shares of Common Stock of the Issuer.
Gladstone also holds options granted by the Issuer to purchase 6,666 shares of
Common Stock, which become exercisable in three annual installments commencing
December 31, 1996. In addition, Gladstone's wife, Shawn Gladstone, holds options
granted by the Issuer to purchase 52,500 shares of Common Stock, 50,000 of which
are currently exercisable, and 2,500 of which become exercisable on December 20,
1996, and, accordingly, since such latter options become exercisable within 60
days of this Schedule, are deemed to be beneficially owned by his wife at this
time. Although Gladstone disclaims any voting or dispositive power with respect
to the shares of Common Stock issuable upon exercise of the options held by his
wife, Gladstone may be deemed to beneficially own such shares pursuant to
interpretations of the Securities and Exchange Commission. Accordingly,
excluding the 6,666 shares of Common Stock underlying options that are not
exercisable within 60 days, Gladstone may be deemed to beneficially own 455,278
shares of Common Stock, or approximately 5.36% of the outstanding shares of
Common Stock of the Issuer.
(b) Gladstone has sole voting and dispositive power with respect to
the 402,778 shares of Common Stock directly owned by him.
(c) Shawn Gladstone, wife of Gladstone, received options from the
Issuer to purchase 2,500 shares exercisable at $2.20 per share commencing
December 20, 1996.
(d) No one other than Gladstone has the right to receive and the
power to direct the receipt of dividends from, or the proceeds from the sale of,
the 402,778 shares held by Gladstone. Upon exercise of options to purchase up to
an aggregate of 52,500 shares of Issuer's Common Stock granted by the Issuer to
Shawn Gladstone, Shawn Gladstone will have sole dispositive and voting power
with respect to such shares and will have the sole right to receive and the
power to direct the receipt of dividends from, or the proceeds from the sale of
the 52,500 shares.
(e) Not applicable.
Item 6. Contracts, Agreements, Understandings or Relationships with Respect
to Securities of Issuer
Pursuant to two stock option agreements, dated December 20, 1991
and January 16, 1992, between the Issuer and Shawn Gladstone, the Issuer granted
to such person options to receive 2,500 and 50,000 shares, respectively. The
options from the agreement of December 20, 1991 become exercisable commencing
December 20, 1996 until December 19, 2001. The options from the agreement of
January 16, 1992 are currently exercisable.
Page 4 of 7 Pages
<PAGE>
Item 7. Materials to be Filed as Exhibits
Exhibit 4.1: Stock Option Agreement, dated December 20, 1991, between
GKN Holding Corp. and Shawn Gladstone
Exhibit 4.2: Stock Option Agreement, dated January 16, 1992, between
GKN Holding Corp. and Shawn Gladstone
Page 5 of 7 Pages
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of knowledge and belief,
it is certified that the information set forth in this statement is true,
complete and correct.
Dated: October 30, 1996 /s/ Robert H. Gladstone
--------------------------------
Robert H. Gladstone
Page 6 of 7 Pages
<PAGE>
EXHIBIT INDEX
Exhibit No. Document
- ----------- --------
4.1 Stock Option Agreement, dated December 20,
1991, between GKN Holding Corp. and Shawn Gladstone
4.2 Stock Option Agreement, dated January 16, 1992,
between GKN Holding Corp. and Shawn Gladstone
Page 7 of 7 Pages
<PAGE>
EXHIBIT 4.1
Shawn Gladstone
-----------------
Employee Name
GKN HOLDING CORP.
STOCK OPTION AGREEMENT
AGREEMENT, made as of the 20th day of December, 1991, between
GKN HOLDING CORP., a Delaware corporation ("Company"), and SHAWN GLADSTONE
("Employee" or "Grantee").
WHEREAS, on December 20, 1991, the Board of Directors of the
Company or a committee thereof (in either event, "Company") authorized the grant
to the Employee of an option to purchase an aggregate of 5,000 of the authorized
but unissued or treasury shares of the Common Stock of the Company ("Common
Stock"), pursuant to the 1991 Employee Incentive Plan of GKN Holding Corp.
("Plan"), on the terms and conditions set forth in this Agreement and subject to
provisions of the Plan; and
WHEREAS, the Employee desires to acquire said option on the
terms and conditions set forth in this Agreement;
IT IS AGREED:
1. The Company hereby grants to the Employee the right and
option to purchase all or any part of an aggregate of 5,000 shares of the Common
Stock on the terms and conditions set forth herein and subject to the provisions
of the Plan ("Option"). The Option is designed to qualify as an "incentive stock
option" under Section 422 of the Internal Revenue Code of 1986, as amended
("Code").
2. The purchase price of each share of Common Stock
subject to the Option ("Option Shares") shall be $1.10 per share.
3. a. The Option shall be exercisable commencing December 20,
1996. No Option Shares may be purchased hereunder prior to such date. After the
Option becomes exercisable, it shall remain exercisable, except as otherwise
provided herein, until the close of business on December 19, 2001 ("Exercise
Period"). The Option may be exercised, except as provided in subparagraph (b)
below, only if the Employee at the time of exercise is employed by the Company
or any Subsidiary (as defined in Section 424 of the Code) and shall have been so
employed continuously since the date of this Agreement.
b. If the Employee's employment with the Company or any
Subsidiary terminates for any reason prior to the time that the Option has been
fully exercised, the portion of the Option not yet exercisable on the date of
termination of employment shall immediately expire. Any portion of the Option
which is exercisable on the date of termination of employment and which has not
yet been exercised ("Exercisable Portion") shall also expire unless exercised
within three months after such termination, but in no event after expiration of
the Exercise Period; provided, however, that (i) in the event of the death of
the Grantee during this three month period, the person or persons to whom the
Grantee's rights are transferred by will or the laws or descent and distribution
("Heir") shall have a period of three months from the date of the Grantee's
death to exercise any Exercisable Portion, but in no event after expiration of
the Exercise Period; (ii) if the Board of Directors determines that the
<PAGE>
Grantee's employment was terminated for cause, the Exercisable Portion will
immediately expire; (iii) if the Grantee's employment is terminated by reason of
the Grantee's permanent disability (as determined by the Board of Directors),
the Exercisable Portion may be exercised by the Grantee within twelve months
after such termination, but in no event after expiration of the Exercise Period;
and (iv) in the event of the death of the Grantee while in the employment of the
Company or any Subsidiary or during the twelve (12) month period referred to in
(iii) above, the Heir shall have a period of twelve months from the date of
Grantee's death to exercise the Exercisable Portion, but in no event after
expiration of the Exercise Period.
c. The Option shall not be assignable or transferable except in
the event of the death of the Employee, by will or by the laws of descent and
distribution. No transfer of the Option by the Employee by will or by the laws
of descent and distribution shall be effective to bind the Company unless the
Company shall have been furnished with written notice thereof and a copy of the
will and such other evidence as the Company may deem necessary to establish the
validity of the transfer and the acceptance by the transferee or transferees of
the terms and conditions of the Option.
4. The Employee shall not have any of the rights of a
stockholder with respect to the Option Shares until such shares have been issued
after the due exercise of the Option.
5. In the event of a reorganization, recapitalization,
reclassification, stock split or exchange, stock dividend, combination of
shares, or any other similar change in the Common Stock of the Company, the
Board of Directors of the Company shall, in its sole discretion, make such
equitable, proportionate adjustments, if any, as it deems appropriate in the
number and kind of shares covered by the Option and in the option price
thereunder, in order to preserve the Employee's proportionate interest in the
Company and to maintain the aggregate option price; provided, however, that upon
the dissolution or liquidation of the Company, or upon any merger, consolidation
or other form of reorganization, or upon the sale of all or substantially all of
the Company's assets, the Option may be terminated by the Company or its
successor and be of no further effect.
6. The Company hereby represents and warrants to the Employee
that the Option Shares, when issued and delivered by the Company to the Employee
in accordance with the terms and conditions hereof, will be duly and validly
issued and fully paid and non-assessable.
7. The Employee hereby represents and warrants to the Company
that s/he is acquiring the Option and shall acquire the Option Shares for
his/her own account and not with a view to the distribution thereof.
8. Anything in this Agreement to the contrary notwithstanding,
the Employee hereby agrees that s/he shall not sell, transfer by any means or
otherwise dispose of the Option Shares acquired by him/her without registration
under the Securities Act of 1933, as amended ("Act"), or in the event that they
are not so registered, unless (a) an exemption from the Act is available
thereunder, and (b) the Employee has furnished the Company with notice of such
proposed transfer and the Company's legal counsel, in its reasonable opinion,
shall deem such proposed transfer to be so exempt.
9. The Employee hereby acknowledges that:
a. All reports and documents required to be filed by the
Company with the National Association of Securities Dealers, Inc. and Securities
and Exchange Commission pursuant to the Securities Exchange Act of 1934 and
other applicable laws within the last 12 months have been made available to the
Employee for his/her inspection.
2
<PAGE>
b. If s/he exercises the Option, s/he must bear the
economic risk of the investment in the Option Shares for an indefinite period of
time because the Option Shares will not have been registered under the Act and
cannot be sold by him/her unless they are registered under the Act or an
exemption therefrom is available thereunder.
c. In his/her position with the Company, s/he has had both
the opportunity to ask questions of and receive answers from the officers and
directors of the Company and all persons acting on its behalf concerning the
terms and conditions of the offer made hereunder and to obtain any additional
information to the extent to the Company possesses or may possess such
information or can acquire it without unreasonable effort or expense necessary
to verify the accuracy of the information obtained pursuant to subparagraph (a)
above.
d. The Company shall place stop transfer orders with its
transfer agent against the transfer of the Option Shares in the absence of
registration under the Act or an exemption therefrom.
e. The certificates evidencing the Option Shares shall
bear the following legends:
" The shares represented by this certificate
have been acquired for investment and have
not been registered under the Securities Act
of 1933. The shares may not be sold or
transferred in the absence of such
registration or an exemption therefrom under
said Act."
"The shares represented by this certificate
have been acquired pursuant to a Stock
Option Agreement, dated as of December 20,
1991, a copy of which is on file with the
Company, and may not be transferred, pledged
or disposed of except in accordance with the
terms and conditions thereof."
10. Subject to the terms and conditions of the Agreement, the
Option may be exercised by written notice to the Company at its principal place
of business. Such notice shall state the election to exercise the Option and the
number of Option Shares in respect to which it is being exercised, shall contain
a representation and agreement by the person or persons so exercising the Option
that the Option Shares are being purchased for investment and not with a view to
the distribution or resale thereof, and shall be signed by the person or persons
so exercising the Option. Such notice shall be accompanied by payment of the
full purchase price of the Option Shares in cash or by bank or certified check,
unless otherwise agreed to by the Company. The Company shall issue a certificate
or certificates evidencing the Option Shares as soon as practicable after the
notice and payment is received. The certificate or certificates evidencing the
Option Shares shall be registered in the name of the person or persons so
exercising the Option.
11. In the event of a conflict between the provisions of the
Plan and the provisions of this Agreement, the provisions of the Plan shall in
all respects be controlling.
3
<PAGE>
12. All notices, requests, deliveries, payments, demands and
other communications which are required or permitted to be given under this
Agreement shall be in writing and shall either be delivered personally or sent
by certified mail, return receipt requested, postage prepaid, to the parties at
their respective addresses set forth below, or to such other address as either
shall have specified by notice in the writing to the other, and shall be deemed
duly given hereunder when so delivered or mailed, as the case may be.
13. The waiver by any party hereto of a breach of any provision
of this Agreement shall not operate or be construed as a waiver of any other or
subsequent breach.
14. This Agreement constitutes the entire agreement between the
parties with respect to the subject matter thereof.
15. This Agreement shall inure to the benefit of and be
binding upon the parties hereto and to the extent not prohibited herein, their
respective heirs, successors, assigns and representatives. Nothing in this
Agreement, expressed or implied, is intended to confer on any person other than
the parties hereto and as provided above, their respective heirs, successors,
assigns and representatives any rights, remedies, obligations or liabilities.
16. This Agreement shall be governed by and construed in
accordance with the laws of the State of New York.
IN WITNESS WHEREOF, the parties hereto have signed this
Agreement as of the 20th December, 1991.
GKN HOLDING CORP. Address:
61 Broadway, 12th Floor
New York, New York 10006
By: /s/ David Nussbaum
---------------------------
David Nussbaum, Chairman
EMPLOYEE: Address:
111 East 80th Street
New York, New York 10021
/s/ Shawn Gladstone
---------------------------
Shawn Gladstone
4
<PAGE>
EXHIBIT 4.2
Shawn Gladstone
-------------------
Employee Name
GKN HOLDING CORP.
STOCK OPTION AGREEMENT
AGREEMENT, made as of the 16th day of January, 1992 between
GKN HOLDING CORP., a Delaware corporation ("Company"), and SHAWN GLADSTONE
("Employee" or "Grantee").
WHEREAS, on January 16, 1992 the Board of Directors of the
Company or a committee thereof (in either event, "Company") authorized the grant
to the Employee of an option to purchase an aggregate of 100,000 of the
authorized but unissued or treasury shares of the Common Stock of the Company
("Common Stock"), pursuant to the 1991 Employee Incentive Plan of GKN Holding
Corp. ("Plan"), on the terms and conditions set forth in this Agreement and
subject to provisions of the Plan; and
WHEREAS, the Employee desires to acquire said option on the
terms and conditions set forth in this Agreement;
IT IS AGREED:
1. The Company hereby grants to the Employee the right and
option to purchase all or any part of an aggregate of 100,000 shares of the
Common Stock on the terms and conditions set forth herein and subject to the
provisions of the Plan ("Option"). The Option is designed to qualify as an
"incentive stock option" under Section 422 of the Internal Revenue Code of 1986,
as amended ("Code").
2. The purchase price of each share of Common Stock subject to
the Option ("Option Shares") shall be $1.10 per share.
3. a. The Option shall be exercisable as follows:
(1) options to purchase 10,000 Option Shares shall be
immediately exercisable; and
(2) the remaining options to purchase 90,000 Option
Shares shall become exercisable on January 16, 1993.
After the Option or any portion thereof becomes exercisable,
it shall remain exercisable, except as otherwise provided herein, until the
close of business on January 15, 2002 ("Exercise Period"). The Option may be
exercised, except as provided in subparagraph (b) below, only if the Employee at
the time of exercise is employed by the Company or any Subsidiary (as defined in
Section 424 of the Code) and shall have been so employed continuously since the
date of this Agreement.
b. If the Employee's employment with the Company or any
Subsidiary terminates for any reason prior to the time that the Option has been
fully exercised, the portion of the Option not yet exercisable on the date of
termination of employment shall immediately expire. Any portion of the Option
which is exercisable on the date of termination of employment and which has not
<PAGE>
yet been exercised ("Exercisable Portion") shall also expire unless exercised
within three months after such termination, but in no event after expiration of
the Exercise Period; provided, however, that (i) in the event of the death of
the Grantee during this three month period, the person or persons to whom the
Grantee's rights are transferred by will or the laws or descent and distribution
("Heir") shall have a period of three months from the date of the Grantee's
death to exercise any Exercisable Portion, but in no event after expiration of
the Exercise Period; (ii) if the Board of Directors determines that the
Grantee's employment was terminated for cause, the Exercisable Portion will
immediately expire; (iii) if the Grantee's employment is terminated by reason of
the Grantee's permanent disability (as determined by the Board of Directors),
the Exercisable Portion may be exercised by the Grantee within twelve months
after such termination, but in no event after expiration of the Exercise Period;
and (iv) in the event of the death of the Grantee while in the employment of the
Company or any Subsidiary or during the twelve (12) month period referred to in
(iii) above, the Heir shall have a period of twelve months from the date of
Grantee's death to exercise the Exercisable Portion, but in no event after
expiration of the Exercise Period.
c. The Option shall not be assignable or transferable
except in the event of the death of the Employee, by will or by the laws of
descent and distribution. No transfer of the Option by the Employee by will or
by the laws of descent and distribution shall be effective to bind the Company
unless the Company shall have been furnished with written notice thereof and a
copy of the will and such other evidence as the Company may deem necessary to
establish the validity of the transfer and the acceptance by the transferee or
transferees of the terms and conditions of the Option.
4. The Employee shall not have any of the rights of a
stockholder with respect to the Option Shares until such shares have been issued
after the due exercise of the Option.
5. In the event of a reorganization, recapitalization,
reclassification, stock split or exchange, stock dividend, combination of
shares, or any other similar change in the Common Stock of the Company, the
Board of Directors of the Company shall, in its sole discretion, make such
equitable, proportionate adjustments, if any, as it deems appropriate in the
number and kind of shares covered by the Option and in the option price
thereunder, in order to preserve the Employee's proportionate interest in the
Company and to maintain the aggregate option price; provided, however, that upon
the dissolution or liquidation of the Company, or upon any merger, consolidation
or other form of reorganization, or upon the sale of all or substantially all of
the Company's assets, the Option may be terminated by the Company or its
successor and be of no further effect.
6. The Company hereby represents and warrants to the Employee
that the Option Shares, when issued and delivered by the Company to the Employee
in accordance with the terms and conditions hereof, will be duly and validly
issued and fully paid and non-assessable.
7. The Employee hereby represents and warrants to the Company
that s/he is acquiring the Option and shall acquire the Option Shares for
his/her own account and not with a view to the distribution thereof.
8. Anything in this Agreement to the contrary notwithstanding,
the Employee hereby agrees that s/he shall not sell, transfer by any means or
otherwise dispose of the Option Shares acquired by him/her without registration
under the Securities Act of 1933, as amended ("Act"), or in the event that they
are not so registered, unless (a) an exemption from the Act is available
thereunder, and (b) the
2
<PAGE>
Employee has furnished the Company with notice of such proposed transfer and the
Company's legal counsel, in its reasonable opinion, shall deem such proposed
transfer to be so exempt.
9. The Employee hereby acknowledges that:
a. All reports and documents required to be filed by the
Company with the National Association of Securities Dealers, Inc. and Securities
and Exchange Commission pursuant to the Securities Exchange Act of 1934 and
other applicable laws within the last 12 months have been made available to the
Employee for his/her inspection.
b. If s/he exercises the Option, s/he must bear the economic
risk of the investment in the Option Shares for an indefinite period of time
because the Option Shares will not have been registered under the Act and cannot
be sold by him/her unless they are registered under the Act or an exemption
therefrom is available thereunder.
c. In his/her position with the Company, s/he has had both
the opportunity to ask questions of and receive answers from the officers and
directors of the Company and all persons acting on its behalf concerning the
terms and conditions of the offer made hereunder and to obtain any additional
information to the extent to the Company possesses or may possess such
information or can acquire it without unreasonable effort or expense necessary
to verify the accuracy of the information obtained pursuant to subparagraph (a)
above.
d. The Company shall place stop transfer orders with its
transfer agent against the transfer of the Option Shares in the absence of
registration under the Act or an exemption therefrom.
e. The certificates evidencing the Option Shares shall bear
the following legends:
"The shares represented by this certificate
have been acquired for investment and have
not been registered under the Securities Act
of 1933. The shares may not be sold or
transferred in the absence of such
registration or an exemption therefrom under
said Act."
"The shares represented by this certificate
have been acquired pursuant to a Stock
Option Agreement, dated as of January 16,
1992, a copy of which is on file with the
Company, and may not be transferred, pledged
or disposed of except in accordance with the
terms and conditions thereof."
10. Subject to the terms and conditions of the Agreement, the
Option may be exercised by written notice to the Company at its principal place
of business. Such notice shall state the election to exercise the Option and the
number of Option Shares in respect to which it is being exercised, shall contain
a representation and agreement by the person or persons so exercising the Option
that the Option Shares are being purchased for investment and not with a view to
the distribution or resale thereof, and shall be signed by the person or persons
so exercising the Option. Such notice shall be accompanied by payment of the
3
<PAGE>
full purchase price of the Option Shares in cash or by bank or certified check,
unless otherwise agreed to by the Company. The Company shall issue a certificate
or certificates evidencing the Option Shares as soon as practicable after the
notice and payment is received. The certificate or certificates evidencing the
Option Shares shall be registered in the name of the person or persons so
exercising the Option.
11. In the event of a conflict between the provisions of the
Plan and the provisions of this Agreement, the provisions of the Plan shall in
all respects be controlling.
12. All notices, requests, deliveries, payments, demands and
other communications which are required or permitted to be given under this
Agreement shall be in writing and shall either be delivered personally or sent
by certified mail, return receipt requested, postage prepaid, to the parties at
their respective addresses set forth below, or to such other address as either
shall have specified by notice in the writing to the other, and shall be deemed
duly given hereunder when so delivered or mailed, as the case may be.
13. The waiver by any party hereto of a breach of any provision
of this Agreement shall not operate or be construed as a waiver of any other or
subsequent breach.
14. This Agreement constitutes the entire agreement between the
parties with respect to the subject matter thereof.
15. This Agreement shall inure to the benefit of and be
binding upon the parties hereto and to the extent not prohibited herein, their
respective heirs, successors, assigns and representatives. Nothing in this
Agreement, expressed or implied, is intended to confer on any person other than
the parties hereto and as provided above, their respective heirs, successors,
assigns and representatives any rights, remedies, obligations or liabilities.
16. This Agreement shall be governed by and construed in
accordance with the laws of the State of New York.
IN WITNESS WHEREOF, the parties hereto have signed this
Agreement as of the 20th day of January, 1992
GKN HOLDING CORP. Address:
61 Broadway, 12th Floor
New York, New York 10006
By: /s/ David M. Nussbaum
----------------------------
David M. Nussbaum, Chairman
EMPLOYEE: Address:
64 Short Way
Roslyn Heights, New York 11577
/s/ Shawn Gladstone
----------------------------
Shawn Gladstone
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