As filed with the Securities and Exchange Commission on June 5, 1996
Registration No. 333-
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
---------------
FORM S-8
Registration Statement
Under
The Securities Act of 1933
---------------
ADVANCED FINANCIAL, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 84-1069415
- -------- ----------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
5425 Martindale, Shawnee, Kansas 66218
- -------------------------------- -----
(Address of Principal Executive Offices) (Zip Code)
Advanced Financial, Inc. 1992 Key Employee Stock Option Plan
-------------------------------------------------------------
(Full title of the plan)
Norman L. Peterson, President
Advanced Financial, Inc.
5425 Martindale
Shawnee, KS 66218
-------------------------------------
(Name and address of agent for service)
(913) 441-2466
-------------------------------------------------------------
(Telephone number, including area code, of agent for service)
Copy to:
Allen G. Reeves, Esq.
Allen G. Reeves, P.C.
900 Equitable Building
730 17th Street
Denver, CO 80202
(303) 534-6278
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
===================================================================================================
Title of each Proposed Proposed
class of maximum maximum
securities offering aggregate Amount of
to be Amount to be price per offering registration
registered registered share price fee
- ---------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock 500,000(1) $1.50 $750,000 $258.63(2)
($.001 par
value)
====================================================================================================
<FN>
(1) The registration statement also includes an indeterminable number of additional shares of
Common Stock that may become subject to the Plan pursuant to the antidilution provisions
thereof.
(2) Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457,
based upon the average of the high and low prices for the Common Stock on the American Stock
Exchange composite tape on May 22, 1996.
</FN>
</TABLE>
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(a)
PROSPECTUS
Item 1. Plan Information.
-----------------
Documents containing information related to the Registrant's 1992 Key
Employee Stock Option Plan which are not filed as a part of this Registration
Statement (the "Registration Statement") and documents incorporated by reference
in response to Item 3 of Part II of this Registration Statement, which taken
together constitute a prospectus that meets the requirements of Section 10(a) of
the Securities Act of 1933 (the "Securities Act") will be sent or given to the
participants by the Registrant as specified by Rule 428(b)(1) of the Securities
Act.
Item 2. Registrant Information and Employee Plan Annual Information.
------------------------------------------------------------
As required by this Item, the Registrant shall provide to the participants
a written statement, advising them of the availability without charge, upon
written or oral request, of documents incorporated by reference in Item 3 of
Part II hereof and of documents required to be delivered pursuant to Rule 428(b)
under the Securities Act. The statement shall include the address listing the
title or departments and telephone number to which the request is to be
directed.
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
----------------------------------------
The following documents, which are on file with the Securities and Exchange
Commission, are incorporated by reference in the registration statement:
(1) Registrant's annual report on Form 10-KSB for the fiscal
year ended March 31, 1995; and all amendments thereto;
(2) Registrant's quarterly reports on Form 10-QSB for the
quarters ended September 30, 1995 and December 31, 1995;
(3) Registrant's definitive proxy statement filed pursuant to
Section 14 of the Exchange Act for its most recent annual
meeting of its stockholders;
(4) Registrant's Current Report on form 8-K dated September
27, 1995;
(5) Registrant's Current Report on Form 8-K dated November
13, 1995;
(6) The description of the Registrant's Common Stock which is
contained in the registration statement on Form 8-A filed on
March 22, 1993, including any amendment or report filed for
the purpose of updating such description; and
All documents subsequently filed by the Company pursuant to Sections 13(a),
13(c), 14 or 15(d) of the Exchange Act of 1934 (the "Exchange Act") prior to the
filing of a post effective amendment which indicates that all securities offered
have been sold or which deregisters all securities then remaining unsold, shall
be deemed to be incorporated by reference herein and to be a part hereof from
the date of filing of such documents.
Item 4. Description of Securities.
--------------------------
No description of the class of securities to be offered is required under
this item because the class of securities to be offered is registered under
Section 12 of the Exchange Act.
Item 5. Interests of Named Experts and Counsel.
---------------------------------------
None.
1
<PAGE>
Item 6. Indemnification of Directors and Officers.
------------------------------------------
A. The Delaware General Corporation Law, under which the Registrant is
incorporated, gives a corporation the power to indemnify any of its directors,
officers, employees, or agents who are sued by reason of their service in such
capacity to the corporation provided that the director, officer, employee, or
agent acted in good faith and in a manner he believed to be in or not opposed to
the best interest of the corporation. With respect to any criminal action, he
must have had no reasonable cause to believe his conduct was unlawful.
B. The Company's Certificate of Incorporation provides for indemnification
of officers and directors as follows:
Each person who was or is made a party or is threatened to be made a
party or is involved in any action, suit or proceeding, whether civil, criminal,
administrative or investigative (hereinafter a "proceeding"), by reason of the
fact that he or she, or a person of whom he or she is the legal representative,
is or was a director or officer, of the Corporation or is or was serving at the
request of the Corporation as a director, officer, employee or agent of another
corporation or of a partnership, joint venture, trust or other enterprise,
including service with respect to employee benefit plans, whether the basis of
such proceeding is alleged action in an official capacity as a director,
officer, employee, or agent or in any other capacity while serving as a
director, officer, employee or agent, shall be indemnified and held harmless by
the Corporation to the fullest extent authorized by the Delaware General
Corporation Law, as the same exists or may hereafter be amended (but, in the
case of any such amendment, only to the extent that such amendment permits the
Corporation to provide broader indemnification rights than said law permitted
the Corporation to provide prior to such amendment), against all expense,
liability and loss (including attorney's fees, judgments, fines, ERISA excise
taxes or penalties and amounts paid or to be paid in settlement) reasonably
incurred or suffered by such person in connection therewith and such
indemnification shall continue as to a person who has ceased to be a director,
officer, employee or agent and shall inure to the benefit of his or her heirs,
executors and administrators; provided, however, that except as provided in
paragraph (b) hereof, the Corporation shall indemnify any such person seeking
indemnification in connection with a proceeding (or part thereof) initiated by
such person only if such proceeding (or part thereof) was authorized by the
board of directors of the Corporation. The right to indemnification conferred in
this Section shall be a contract right and shall include the right to be paid by
the Corporation the expenses incurred in defending any such proceeding in
advance of its final disposition: provided, however, that, if the Delaware
General Corporation Law requires, the payment of such expenses incurred by a
director or officer in his or her capacity as a director or officer (and not in
2
<PAGE>
any other capacity in which service was or is rendered by such person while a
director or officer, including, without limitation, service to an employee
benefit plan), in advance of the final disposition of a proceeding, shall be
made only upon delivery to the corporation of an undertaking, by or on behalf of
such director or officer, to repay all amounts so advanced if it shall
ultimately be determined that such director or officer is not entitled to be
indemnified under this Section or otherwise. The Corporation may, by action of
its Board of Directors, provide indemnification to employees and agents of the
Corporation with the same scope and effect as the foregoing indemnification of
directors and officers.
Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the Registrant pursuant to the foregoing provisions or otherwise, the Registrant
has been advised that, in the opinion of the Securities and Exchange Commission,
such indemnification is against public policy as expressed in the Act, and is,
therefore, unenforceable.
Item 7. Exemption From Registration Claimed.
-----------------------------------
Not applicable.
Item 8. Exhibits.
---------
5.1 Opinion of Allen G. Reeves, P.C.
10.1 1992 Key Employee Stock Option Plan
24.1 Consent of Allen G. Reeves, P.C.
24.2 Consent of KPMG Peat Marwick LLP
Item 9. Undertakings.
-------------
The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:
(i) To include any prospectus required by section 10(a) (3) of the
Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or in the
most recent post-effective amendment thereof) which,
individually or in the aggregate, represents a fundamental
change in the information set forth in the registration
statement;
3
<PAGE>
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in the registration
statement or any material change to such information in the
registration statement.
Provided, however, that paragraph (1)(i) and (1)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the Registrant pursuant to
section 13 or section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be
deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the
termination of the offering.
(4) That, for purposes of determining any liability under the Securities
Act of 1933, each filing of the Registrant's annual report pursuant to
section 13(a) or section 15(d) of the Securities Exchange Act of 1934
that is incorporated by reference in the registration statement shall
be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at
that time shall be deemed to be the initial bona fide offering
thereof.
(5) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling person of the Registrant pursuant to the foregoing
provisions (see Item 15 above), or otherwise, the Registrant has been
advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by
the Registrant of expenses incurred or paid by a director, officer or
controlling person of the Registrant in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered,
the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by
it is against public policy as expressed in the Act and will be
governed by the final adjudication of such issue.
4
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Shawnee, State of Kansas, on March 21, 1996.
ADVANCED FINANCIAL, INC.
By: /s/ Norman L. Peterson
------------------------
Norman L. Peterson, President
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
Signatures Title Date
- ---------- ----- ----
/s/ Norman L. Peterson President,
- ----------------------- Diretor, principal
Norman L. Peterson executive officer, March 21, 1996
/s/ William B. Morris Director, Treasurer,
- ----------------------- Secretary March 21, 1996
William B. Morris
/s/ Mark J. Peterson Director March 21, 1996
- ----------------------
Mark J. Peterson
/s/ Steven J. Peterson Director March 21, 1996
- ----------------------
Steven J. Peterson
5
<PAGE>
Signatures Title Date
- ---------- ----- ----
- ---------------------- Director March , 1996
James L. Mullin, II
/s/ Patrick E. Elgert Director March 21, 1996
- ----------------------
Patrick E. Elgert
/s/ Deborah Towery Principal Financial
- ---------------------- Officer, Principal
Deborah Towery Accounting Officer March 21, 1996
/s/ Thomas S. Lilley Director March 21, 1996
- ----------------------
Thomas S. Lilley
/s/ W. Ray Bell Director March 21, 1996
- ----------------------
W. Ray Bell
/s/ Thomas G. Schlich Director March 21, 1996
- ---------------------
Thomas G. Schliech
6
May , 1996
Board of Directors
Advanced Financial, Inc.
5425 Martindale
Shawnee, KS 66218
Re: Advanced Financial, Inc.
Registration Statement on Form S-8
Gentlemen:
We have acted as counsel to Advanced Financial, Inc., a Delaware
corporation ("Company"), in connection with the preparation and filing with the
U.S. Securities and Exchange Commission ("Commission") under the Securities Act
of 1933, as amended ("Act"), of the Company's registration statement on form S-
8 (together with all amendments, the "Registration Statement"). This
Registration Statement relates to the registration under the Act of 500,000
shares of the Company's common stock, $.001 par value ("Common Stock"), which
may be issued pursuant to the Company's 1992 Key Employee Stock Option Plan
("Plan").
In rendering this opinion, we have reviewed the Registration Statement, as
well as a copy of the Company's Certificate of Incorporation and bylaws, each as
amended to date, and the Plan. We have also reviewed such documents and such
statutes, rules and judicial precedents as we have deemed necessary for the
opinions expressed herein.
In rendering this opinion, we have assumed the genuineness of all
signatures, the legal capacity of natural persons, the authenticity of documents
submitted to us as originals, the conformity to original documents of documents
submitted to us as certified or photostatic copies, and the authenticity of
originals of such photostatic copies.
Based upon and in reliance upon the foregoing, and subject to the
qualifications and limitations herein set forth, we are of the opinion that the
shares of Common Stock issuable under the Plan have been duly and validly
1
<PAGE>
Board of Directors
Advanced Financial, Inc.
March 21, 1996
Page 2
authorized and, when issued and sold in the manner contemplated in the Plan (by
award to persons defined in the plan as participants in the Plan of the Company,
or any parent or subsidiary thereof) and by the Registration Statement, will be
validly issued, fully paid and nonassessable.
This opinion is limited to the Delaware General Corporation Law, and we
express no opinion with respect to the laws of any other jurisdiction.
We consent to the filing of this opinion with the Commission as an exhibit
to the Registration Statement.
This opinion may not be used, circulated, quoted or otherwise referred to
for any purpose without our prior written consent and may not be relied upon by
any person or entity other than the Company and its successors and assigns. This
opinion is based upon our knowledge of law and facts as of its date. We assume
no duty to communicate to you with respect to any matter which comes to our
attention hereafter.
Very truly yours,
ALLEN G. REEVES, P.C.
By: /s/ Allen G. Reeves
--------------------
Allen G. Reeves
AGR:nms
2
ADVANCED FINANCIAL, INC.
1992 KEY EMPLOYEE STOCK OPTION PLAN
1. Purpose. Advanced Financial, Inc. (the "Company") hereby establishes the
1992 Key Employee Stock Option Plan (the "Plan"). The purpose of the Plan is to
advance the interests of the Company and its stockholders by providing a means
by which the Company and its subsidiaries shall be able to attract and retain
competent key employees (including officers and directors who are employees) and
provide such personnel with an opportunity to participate in the increased value
of the Company which their effort, initiative, and skill have helped produced.
The term "Subsidiary" as sued in this Plan means any corporation (other than the
Company) in an unbroken chain of corporations beginning with the Company if each
of the corporations other than the last corporation in such chain owns stock
possessing at least 50 percent of the voting power in one of the other
corporations in such chain.
2. Administration. (a) The Plan will be administered by a committee (the
"Committee") which shall consist of three directors appointed by the Board of
Directors. Any vacancies in the Committee will be filled by the Board of
Directors. The Committee shall have full power to construe and interpret the
Plan and to establish and amend rules and regulations for its administration.
Members of the Committee shall not be eligible to participate in the Plan while
serving on the Committee. No member of the Committee shall be liable for any
action or determination in respect thereto, if made in good faith and shall be
indemnified by the Company against any claim arising in respect thereto.
(b) The Committee shall determine which participants under the Plan shall
be granted options, the number of shares of the Company's Common Stock to be
subject to each option, which participants under the Plan shall be granted stock
appreciation rights and the number of such rights which shall be granted to each
such participant.
(c) Options under this Plan shall be granted upon such terms and conditions
as the Committee may prescribe.
(d) The Committee shall report to the Board of Directors annually the names
of those key employees granted options during the preceding year, indicating
which grantees received stock appreciation rights, the number of shares covered
by each option, the applicable option prices, and the number of stock
appreciation rights granted in each instance.
3. Eligibility. The individuals who shall be eligible to participate in the
Plan to receive options and stock appreciation rights thereunder shall be such
key employees (including officers and directors who are employees) of the
Company and its Subsidiaries as the Committee shall from time to time determine.
1
<PAGE>
4. Stock subject to plan. (a) Options may be granted permitting the
purchase in the aggregate of not more than 500,000 shares of the Company's $.001
par value Common Stock. These shares may consist either in whole or in part of
shares of the Company's authorized but unissued Common Stock or shares of the
Company's authorized and issued Common Stock reacquired by the Company and held
in its treasury. If an option granted under this Plan is surrendered or for any
other reason ceases to be exercisable in whole or in part, the shares which were
subject to any such option but as to which the option ceases to be exercisable
shall be available for options to be granted under this Plan, except as provided
in subdivision (b)(2) of paragraph 6.
(b) The total number of shares of the Company's Common Stock as to which an
option or options may be granted under this Plan to any one employee shall not
exceed 100,000 shares.
5. Stock Options. (a) Option Price. The price at which options may be
granted under the Plan and the effective date of such grant shall be determined
as follows:
(1) The option price shall be equal to 100% of the fair market value of
the stock on the day the option is granted if the stock to be issued is
registered. However, if the shares to be issued are restricted, the option price
may be less than fair market value but in no event less than 50% of fair market
value. Fair market value may be taken on the reported closing bid price of the
Company's Common Stock on NASDAQ on the day of the granting of the option, or if
no sale of the Company's Common Stock shall have been made on NASDAQ on that
day, on the next preceding day on which there was such a sale.
(2) The Committee shall, after it approves the granting of an option to
an employee, cause the employee to be notified of such action. The date on which
the Committee approves the granting of an option shall be considered the date on
which such option is granted irrespective of the date on which the employee is
notified.
(b) Exercise of Option. The right to purchase shares covered by any option
or options under this Plan shall be exercisable only in accordance with the
terms and conditions of the grant to such optionee. Options granted under the
Plan shall be exercised in the following manner.
(1) The right to purchase shares covered by any option or options
granted under this Plan shall not be exercisable until the expiration of six
months from the date such option is granted except in the event of the death or
total disability of the optionee within such period in which event such option
or options shall be deemed exercisable for purposes of paragraph 5(c)(2) without
2
<PAGE>
without regard to such six month period. The Committee may, in its discretion,
provide that such option or options may be exercised in whole or in part in
installments, cumulative or otherwise, for any period or periods of time
specified by the Committee of not less than six months nor more than ten years
from the date of the grant of the option. Subject to the provisions of
subdivision (c)(2) of this paragraph 5, that portion of an option which is
exercisable on an installment basis may not be exercised prior to the expiration
of the applicable installment period. No option shall be granted which, under
its terms, would not become exercisable until a date beyond the optionee's
normal retirement date as provided by established Company policy as it may be
amended from time to time. Such grant shall nonetheless be valid except as to
the portion which becomes exercisable after the optionee's normal retirement
date.
(2) If the optionee shall continue in the employ of the Company or any
of its Subsidiaries during the whole of any period for which an installment of
shares shall have been allotted by the terms of any option granted such optionee
under this Plan, the option thereupon shall be exercisable with respect to such
shares in accordance with the terms and conditions of the grant of such option
to such optionee.
(c) Expiration or termination of option.
(1) Each option and all rights and obligations thereunder shall, subject
to the provisions of subdivision (c)(2) of this paragraph 5, expire on a date to
be determined by the Committee, such date, however, in no event to be later than
ten years from the date on which the option is granted.
(2) In the event an optionee's employment with the Company or any
Subsidiary shall terminate as the result of normal retirement, total disability
or early retirement under the terms of a qualified retirement or pension plan
maintained by the Company and in which such optionee is a participant, then an
option granted to such optionee shall be exercisable during the three months
after such optionee ceases to be an employee of the Company or any of its
Subsidiaries. Following the expiration of said three-month period, any option
granted to such optionee shall terminate and may no longer be exercised. If the
optionee dies while in the employ of the Company or of a Subsidiary, to the
extent that the option was exercisable at the time of the optionee's death, such
option may, within one year after the optionee's death (or within such shorter
period as may be specified in the option by the Committee), be exercised by the
person or persons to whom the optionee's rights under the option shall pass by
will or by the applicable laws of descent and distribution; provided, however,
that an option may not be exercised to any extent by anyone after the expiration
of the option. In the event an optionee's employment with the Company or any
3
<PAGE>
shall terminate as the result of any circumstance other than those referred to
above in this subdivision (c)(2) of paragraph 5, then all options granted to
such optionee under this Plan shall terminate and no longer be exercisable as of
the date such optionee ceases to be an employee of the Company or any Subsidiary
unless otherwise provided by the Committee at the time of grant but, in no
event, more than 90 days after termination of employment. An optionee who is
absent from work with the Company or Subsidiary because of such optionee's
disability, or who is on maternity leave or other leave of absence for the
purpose of serving the United States government, in either a miliary or civilian
capacity or for such other purpose or reason as the Committee may specifically
approve, shall not during the period of any such absence be deemed, by virtue of
such absence alone to have terminated such optionee's employment with the
Company or any Subsidiary except as the Committee may otherwise expressly
provide. All rights which such optionee would have had to exercise stock options
granted hereunder will be suspended during the period of such leave of absence
and may be exercised cumulatively by such optionee upon his return to the
Company or any Subsidiary provided such rights are exercised within ten years
after the grant thereof.
6. Stock appreciation rights. (a) Grant. Stock appreciation rights may be
granted by the Company under this Plan upon such terms and conditions as the
Committee may prescribe. A stock appreciation right may be granted only in
connection with an option right previously granted or to be granted under this
Plan. Each stock appreciation right shall contain a provision that it shall
become nonexercisable and be forfeited if the related option right is exercised.
"Stock appreciation right" as used in this Plan means a right to receive the
excess of the fair market value of a share of the Company's Common Stock on the
date on which an appreciation right is exercised over the option price provided
for in the related stock option and which issued in consideration of services
performed for the Company or for its benefit by the optionee. Such excess is
hereafter called "the differential". "Option right" means the right to purchase
shares of the Company's Common Stock under an option granted under any of the
aforesaid stock option plans.
(b) Exercise of stock appreciation rights. Stock appreciation rights shall
be exercisable and be payable in the following manner:
(1) A stock appreciation right shall be exercisable by the optionee at
any time the option to which it relates could be exercised. An optionee wishing
to exercise a stock appreciation right shall give written notice of such
exercise to the Company addressed to the Company's Secretary, which such notice
shall be forwarded by the Company's Secretary to the Committee. Upon receipt of
such notice, the Committee shall determine whether the optionee's stock
appreciation rights shall be paid in cash or Common Stock or a combination of
4
<PAGE>
of cash and shares. Upon receipt of such notice, the Company shall, without
transfer or issue tax to the optionee or other person entitled to exercise the
stock appreciation rights, deliver to the person exercising such right a
certificate or certificates for shares of the Company's Common Stock which are
issuable upon exercise of the stock appreciation right or cash or a combination
thereof as the case may be. The date the Company's Secretary receives the
written notice of exercise hereunder is referred to herein as the exercise date.
(2) The exercise of a stock appreciation right shall automatically
result in the surrender of the related stock option right by the grantee on a
share for share basis to the extent shares under such related stock option are
used to calculate the shares for cash or combination thereof to be received by
such grantee upon the exercise of such stock appreciation right. Shares covered
by such surrendered option rights shall not be available for granting further
options under this Plan.
(3) The Committee may impose any other conditions it prescribes upon the
exercise of a stock appreciation right, which conditions may include a condition
that the stock appreciation right may only be exercised in accordance with rules
and regulations adopted by the Committee from time to time.
(4) Upon the exercise of a stock appreciation right and surrender of the
related option right, the Company shall give to the person surrendering the
related option right an amount equivalent to the differential, in cash or shares
of the Company's Common Stock or any combination thereof as determined in
accordance with subdivision (b)(1) of this paragraph 6. The shares to be issued
upon the exercise of a stock appreciation right may consist either in whole or
in part of shares of the Company's authorized and issued Common Stock reacquired
by the Company and held in its treasury. No fractional share of Common Stock
shall be issued and the Committee shall determine whether cash shall be given in
lieu of such fractional share or whether such fractional share shall be
eliminated.
(c) Limitation on payments. Notwithstanding any other provision of the
Plan, the Committee may from time to time determine, including at the time of
exercise, the maximum amount of cash or stock which may be given upon exercise
of any stock appreciation right in any year, provided, however, that all such
amounts shall be paid in full no later than the end of the year immediately
following the year in which the optionee exercised such stock appreciation
rights. Any determination under this paragraph may be changed by the Committee
from time to time provided that no such change shall require the holder to
return to the Committee any amount theretofore received or to extend the period
within which the Company is required to make full payment of the amount due as
the result of the exercise of the optionee's stock appreciation rights.
5
<PAGE>
(d) Expiration or termination of stock appreciation rights.
(1) Each stock appreciation right and all rights and obligations
thereunder shall expire on a date to be determined by the Committee, such date,
however, in no event to be later than ten years from the date on which the
related option right was granted.
(2) A stock appreciation right shall terminate and may no longer be
exercised upon the termination of the related option right.
7. Capital adjustments. The aggregate number of shares of the Company's
Common Stock subject to this Plan, the maximum number of shares as to which
options may be granted to any one optionee hereunder, and the number of shares
and the price per share subject to outstanding options shall be appropriately
adjusted for any increase or decrease in the number of shares of Common Stock
which the Company has issued resulting from any stock split, stock dividend,
combination of shares or any other change, or any exchange for other securities
or any reclassification, reorganization, redesignation, recapitalization, or
otherwise. Appropriate adjustments shall also be made by the Committee in the
terms of stock appreciation rights to reflect such changes.
8. Nontransferability. An option granted under the Plan or any stock
appreciation rights granted hereunder may not be transferred except by will or
the laws of descent and distribution and, during the lifetime of the employee to
whom granted, may be exercised only by such employee.
9. Amendment, suspension, or termination of plan. The Board of Directors
may at any time suspend or terminate the Plan and may amend it from time to time
in such respects as the Board may deem advisable in order that options or stock
appreciation rights granted thereunder shall conform to any change in the law,
or in any other respect which the Board may deem to be in the best interest of
the Company; provided, however, that, without the consent of a majority of the
shareholders of the Company, no such amendment shall (a) except as specified in
paragraph 7, increase the maximum number of shares of which options may be
granted under this Plan, (b) change the provisions of paragraph 5(a) relating to
the establishment of the option price other than to change the manner of
determining the fair market value of the Company's Common Stock to conform with
any then applicable provisions of the Internal Revenue Code or regulations
issued thereunder; (c) permit the granting of stock appreciation rights other
than in connection with option rights as specified in subdivision (a) of
paragraph 6, (d) permit the exercise of a stock appreciation right without
surrender of the related option right, (e) change the provisions establishing
6
<PAGE>
the amount the Company shall give granting of options or stock appreciation
rights, or (f) permit the granting of options or stock appreciation rights to
members of the Committee. No option may be granted during any suspension, or
after termination of the Plan. No amendment, suspension or termination of the
Plan shall, without the optionee's consent, alter or impair any of the rights or
obligations under any option or stock appreciation rights theretofore granted to
him under the Plan.
10. Effective date. The effective date of the Plan shall be July 1, 1992.
11. Termination date. Unless this Plan shall have been previously
terminated by the Board of Directors, this Plan shall terminate on July 1, 2002,
except as to stock options and stock appreciation rights theretofore granted and
outstanding under the Plan at that date, and no stock option or stock
appreciation rights shall be granted after that date.
7
We consent to the use in the Form S-8, Registration Statement Under the
Securities Act of 1933, of Advanced Financial, Inc. of our name and the
statements with respect to us as appearing under the heading "Experts" in the
Form S-8.
ALLEN G. REEVES, P.C.
By: /s/ Allen G. Reeves
-------------------
Allen G. Reeves
Denver, Colorado
March 21, 1996
CONSENT OF INDEPENDENT ACCOUNTANTS
The Board of Directors
Advanced Financial, Inc.
We consent to the use of our reports incorporated herein by reference in the
Registration Statement.
/s/ KPMG PEAT MARWICK, LLP
Kansas City, Missouri
March 21, 1996
