<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON FEBRUARY 29, 1996
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------------
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
----------------------
VECTOR AEROMOTIVE CORPORATION
(Exact name of registrant as specified in its charter)
NEVADA 33-0254334
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
7601 CENTURION PARKWAY 32256
(Address of Principal Executive Offices) (Zip Code)
OMNIBUS STOCK PLAN OF 1994
(Full Titles of Plan)
D. PETER ROSE, PRESIDENT
7601 CENTURION PARKWAY
JACKSONVILLE, FLORIDA 32256
(Name and address of agent for service)
(904) 645-0505
(Telephone number, including area code, of agent for service)
Copy to:
T. MALCOLM GRAHAM, ESQ.
KIRSCHNER, MAIN, PETRIE, GRAHAM, TANNER & DEMONT
ONE INDEPENDENT DRIVE, SUITE 2000
JACKSONVILLE, FLORIDA 32202
(904) 354-4141
================================================================================
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
- -----------------------------------------------------------------------------------------------------------------
Proposed maximum Proposed maximum
Title of securities Amount to be offering aggregate offering Amount of
to be registered registered(1) price per unit (2) price (2) registration fee
- -----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock 1,000,000 $.745 $745,000 $256.90
=================================================================================================================
</TABLE>
(1) Pursuant to Rule 416, there are also being registered an indeterminate
amount of shares as may be issuable from time to time pursuant to
anti-dilution provisions.
(2) Calculated pursuant to Rule 457(c), based upon the average of the high
and low bid prices ($.78 and $.71, respectively) of the
Company's Common Stock on the Nasdaq SmallCap Market on February 28,
1996.
<PAGE> 2
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents previously filed by Vector Aeromotive
Corporation (the "Company") with the Securities and Exchange Commission (the
"Commission") are incorporated herein by reference:
1. Annual Report on Form 10-K for the fiscal year ended September
30, 1994;
2. Quarterly Report on Form 10-Q for the fiscal quarter ended
December 31, 1994;
3. Amendment to Quarterly Report on Form 10-Q for the fiscal
quarter ended December 31, 1994;
4. Current Report on Form 8-K dated January 6, 1995;
5. Current Report on Form 8-K dated January 31, 1995;
6. Form 10-C filed February 3, 1995;
7. Quarterly Report on Form 10-Q for the fiscal quarter ended
March 31, 1995;
8. Amendment to Quarterly Report on Form 10-Q for the fiscal
quarter ended March 31, 1995;
9. Quarterly Report on Form 10-Q for the period ended June 30,
1995;
10. Quarterly Report on Form 10-Q for the period ended September
30, 1995;
11. Current Report on Form 8-K dated December 15, 1995;
12. Current Report on Form 8-K dated January 31, 1996;
13. Form 10-C dated February 2, 1996;
14. The description of the Company's common stock, par value $0.01
per share ("Common Stock"), contained in the Company's
Registration Statement No. 0-17303 filed pursuant to Section
12 of the Securities Exchange Act of 1934 (the "1934 Act") and
any amendment or report filed for the purpose of updating that
description.
2
<PAGE> 3
All documents filed by the Company pursuant to Sections 13(a), 13(c)
14 and 15(d) of the 1934 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 in this Registration Statement and to be part hereof from the date of
filing of such documents.
ITEM 4. DESCRIPTION OF SECURITIES.
Not Applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not Applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
(a) Section 78.751 of the Nevada General Corporation Law (the "NGCL")
provides that a corporation may indemnify any person who was or is a party or
is threatened to be made a party to any threatened, pending or completed
action, suit or proceeding, whether civil, criminal, administrative or
investigative, except an action by or in the right of the corporation, by
reason of the fact that he is or was a director, officer, employee, or agent of
the corporation, or is or was serving at the request of the corporation as a
director, officer, employee, or agent of another corporation, partnership,
joint venture, trust or other enterprise, against expenses, including
attorneys' fees, judgments, fines and amounts paid in settlement actually and
reasonably incurred by him in connection with the action, suit, or proceeding,
if he acted in good faith and in a manner he reasonably believed to be in or
not opposed to the best interests of the corporation, and, with respect to any
criminal action or proceeding, had no reasonable cause to believe his conduct
was unlawful. The termination of any action, suit or proceeding by judgment,
order, settlement, conviction, or upon plea of nolo contendere or its
equivalent, does not, of itself, create a presumption that the person did not
act in good faith and in a manner which he reasonably believed to be in or not
opposed to the best interests of the corporation, and that, with respect to any
criminal action or proceeding, that he had reasonable cause to believe that his
conduct was unlawful.
Section 78.751 of the NGCL also provides that a corporation may
indemnify any person who was or is a party or is threatened to be made a party
to any threatened, pending, or completed action or suit by or in the right of
the corporation to procure a judgment in its favor by reason of the fact that
he is or was a director, officer, employee, or agent of the corporation, or is
or was serving at the request of the corporation as a director, officer,
3
<PAGE> 4
employee, or agent of another corporation, partnership, joint venture, trust or
other enterprise against expenses, including amounts paid in settlement and
attorneys' fees, actually and reasonably incurred by him in connection with the
defense or settlement of such action or suit, if he acted in good faith and in
a manner which he reasonably believed to be in or not opposed to the best
interests of the corporation and except that no indemnification shall be made
in respect of any claim, issue or matter as to which such person shall have
been adjudged by a court of competent jurisdiction, after exhaustion of all
appeals therefrom, to be liable to the corporation or for amounts paid in
settlement to the corporation, unless and only to the extent that the court in
which such action or suit was brought or other court of competent jurisdiction
shall determine upon adjudication that, despite the adjudication of liability
that in view of all the circumstances of the case, such person is fairly and
reasonably entitled to indemnity for such expenses which the court deems
proper.
Any such indemnification (unless ordered by a court) shall be made by
the corporation only as authorized in the specific case upon a determination
that indemnification of the director, officer, employee or agent is proper in
the circumstances. Such determination shall be made:
(1) by the stockholders;
(2) by the Board of Directors by a majority vote of a quorum
consisting of directors who were not parties to the act, suit
or proceeding;
(3) if a majority vote of a quorum consisting of directors who
were not parties to the act, suit or proceeding so orders, by
independent legal counsel in a written opinion; or
(4) if a quorum consisting of directors who were not parties to
the act, suit or proceeding cannot be obtained, by independent
legal counsel in a written opinion.
(b) Section 78.752 of the NGCL permits a Nevada corporation to
purchase and maintain insurance or make other financial arrangements on behalf
of any person who is or was a director, officer, employee or agent of the
corporation, or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise against any liability asserted against such
person and incurred by him in any such capacity, or arising out of his status
as such, whether or not the corporation has the authority to indemnify him
against such liability and expenses. In the absence of fraud, (i) the decision
of the board of directors as
4
<PAGE> 5
to the propriety of the terms and conditions of any insurance or other
financial arrangement made pursuant to Section 78.752 and the choice of person
to provide the insurance or other financial arrangement is conclusive and (ii)
the insurance or other financial arrangement is not void or voidable and does
not subject any director to personal liability for his action, even if a
director approving the insurance or other financial arrangement is a
beneficiary of the insurance or other financial arrangement.
(c) Article Ten of the Company's Articles of Incorporation
provides that to the maximum extent permitted by law or by public policy,
directors of the Company are to have no personal liability for monetary damages
for breach of fiduciary duty as a director of the Company. Any mandate for
indemnification, whether by statute or order of court, is to be expressly
subject to the Company's reasonable capability of paying. No person will be
entitled to be reimbursed for expenses incurred in connection with a court
proceeding to obtain court ordered indemnification unless such person first
made reasonable application to the Company and the Company either unreasonably
denied such application or through no fault of the applicant was unable to
consider such application within a reasonable time. The Company may maintain
insurance, at its expense, to protect itself and any director, officer,
employee or agent of the Company or another corporation, partnership, joint
venture, trust or other enterprise against any such expense, liability of loss,
whether or not the Company would have the power to indemnify such person
against such expense, liability or loss. The Company may, to the extent
authorized from time to time by the Board of Directors, grant rights to
indemnification and advancement of expenses to any agent of the Company to the
maximum extent permitted by law or public policy.
(d) The Company has purchased a directors' and officers' insurance
policy which provides coverage for certain liabilities that directors and
officers of the Company may incur in their capacity as such.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
Exhibit
No. Description
- --- -----------
*4.1 Omnibus Stock Plan of 1994 (incorporated by reference to Exhibit
10.2.1 to the Company's Annual Report on Form 10-K for the year
ended September 30, 1994)
5
<PAGE> 6
4.2 Amendment No. 1 to Omnibus Stock Plan of 1994
4.3 Form of Employee Non-Qualified Stock Option Agreement under
Omnibus Stock Plan of 1994
4.4 Form of Non-Employee Director Non-Qualified Stock Option
Agreement under Omnibus Stock Plan of 1994
4.5 Consultant Non-Qualified Stock Option Agreement under
Omnibus Stock Plan of 1994
*4.6 Articles of Incorporation of Company (incorporated by
reference to the Company's Registration Statement on Form S-1
(S.E.C. File No. 33-31981))
*4.7 Form of Certificate of Amendment to Articles of Incorporation
of the Company (incorporated by reference to the Company's
Registration Statement on Form S-1 (SEC File No. 33-35458))
*4.8 Certificate of Amendment to Articles of Incorporation of the
Company effective April 13, 1995 (incorporated by reference to
the Company's Quarterly Report on Form 10-Q for the quarter
ended March 31, 1995)
*4.9 By-laws of the Company, as amended and restated (incorporated
by reference to the Company's Registration Statement on Form
S-18 (SEC File No. 33-20456-LA))
5.1 Opinion of Kirschner, Main, Petrie, Graham, Tanner & Demont
23.1 Consent of BDO Seidman
23.2 Consent of Kirschner, Main, Petrie, Graham, Tanner & Demont
(included in Exhibit 5.1)
24.1 Power of Attorney (set forth on signature pages of this
Registration Statement)
*Incorporated by Reference 6
<PAGE> 7
ITEM 9. UNDERTAKINGS.
The undersigned registrant hereby undertakes:
(a) To file, during any period in which offers or sales are beings made, a
post-effective amendment to this Registration Statement:
(1) to include any prospectus required by section 10(a)(3) of the
Securities Act of 1933 (the "1933 Act");
(2) to reflect in the prospectus any facts or events arising after
the effective date of the Registration Statement (or the most
recent post-effective amendment thereof) which, individually
or in the aggregate, represent a fundamental change in the
information set forth in the Registration Statement; and
(3) to include any material information with respect to the plan
of distribution not previously included in the Registration
Statement or any material change to such information in the
Registration Statement.
(b) That, for the purpose of determining any liability under the 1933 Act,
each such post-effective amendment shall be deemed a new registration
statement relating to the securities offered therein, and the offering
of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(c) To remove from registration by means of a post-effective amendment any
of the securities which remain unsold at the termination of the
offering.
(d) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the 1933 Act, each filing of the
registrant's annual report pursuant to section 13(a) or section 15(d)
of the 1934 Act (and where applicable, each filing of an employee
benefit plan's annual report pursuant to section 15(d) of the 1934
Act) that is incorporated by reference in the registration statement
shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at
that time shall be deemed to be the initial bona fide offering
thereof.
(e) Insofar as indemnification for liabilities under the 1933 Act may be
permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the
registrant has been advised in the opinion of the Commission such
indemnification is against public policy as expressed in the 1933 Act
and is, therefore,
7
<PAGE> 8
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 of whether such indemnification
by it is against public policy as expressed in the 1933 Act and will
be governed by the final adjudication of such issue.
8
<PAGE> 9
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 Jacksonville, State of Florida on February 29,
1996.
VECTOR AEROMOTIVE CORPORATION
By: /s/ D. Peter Rose
-------------------------
D. Peter Rose, President
Each person whose signature appears below constitutes and appoints D.
Peter Rose his or her lawful attorney-in-fact and agent, each acting alone,
with full power of substitution and resubstitution, for him or her and in his
or her name, place and stead, in any and all capacities, to sign any or all
Amendments (including, post-effective Amendments) to this Registration
Statement 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, each acting alone, full power and
authority to do and perform each and every act and thing requisite and
necessary to be done in and about the premises, as fully to all intents and
purposes as he or she might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents, each acting alone, or
his or her substitute or substitutes may lawfully do or cause to be done by
virtue hereof.
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 DATE INDICATED.
<TABLE>
<CAPTION>
Signature Title Date
- --------- ----- ----
<S> <C> <C>
/s/ D. Peter Rose Director; President February 29, 1996
- ------------------------ (Principal Executive
D. Peter Rose Officer and Principal
Financial Officer)
/s/ Richard J. Aprahamian Director February 29, 1996
- -------------------------
Richard J. Aprahamian
</TABLE>
9
<PAGE> 10
<TABLE>
<CAPTION>
<S> <C> <C>
/s/ Sudjaswin E.L. Director February 29, 1996
- ------------------------
Sudjaswin E.L.
/s/ Michael J. Kimberley Director February 29, 1996
- ------------------------
Michael J. Kimberley
/s/ George J. Fencl Director February 29, 1996
- ------------------------
George J. Fencl
/s/ Janna L. Connolly Chief Accountant February 29, 1996
- ------------------------ (Principal
Janna L. Connolly Accounting Officer)
</TABLE>
10
<PAGE> 1
EXHIBIT 4.2
AMENDMENT NO. 1 TO VECTOR AEROMOTIVE CORPORATION
OMNIBUS STOCK PLAN OF 1994
Section 1 of the Vector Aeromotive Corporation Omnibus Stock Plan of
1994 of amended in its entirety to read as follows:
1. PURPOSE
A. The purpose of this Plan is to promote the interest of the
Corporation and its shareholders and the Corporation's success by providing a
method whereby a variety of equity-based incentive and other Awards may be
granted to Employees and Directors of the Corporation and its Subsidiaries and
to selected Consultants who, in the course their business activities, direct a
significant amount of business to the Corporation.
B. This Plan shall consist of the three separate sub-plans, the
"Vector Aeromotive Corporation Employee Omnibus Stock Plan of 1994" (the
"Employee Sub-Plan"), the "Vector Aeromotive Corporation" Non-Employee Director
Sub-Plan"), and the "Vector Aeromotive Corporation Consultant Omnibus Stock
Plan of 1994" (the "Consultant Sub-Plan"), which shall be separately
administered but shall be governed by all of the provisions of the Plan,
except as otherwise expressly provided. As used herein, the term "the Plan,"
when used without qualification, shall refer to the Non-Employee Sub-Plan, the
Employee Sub-Plan, and the Consultant Sub-Plan, collectively. A Non-Employee
of the Corporation as used herein shall include both Non-Employee Directors
and Consultants.
C. All Awards made hereunder to Employees shall be made pursuant
to the Employee Sub-Plan, all Awards to Non-Employee Directors shall be made
under the Non-Employee Director Sub-Plan, and all Awards to Consultants shall be
made pursuant to the Consultant Sub-Plan.
The effective date of this Amendment (the "January 1996 Amendment") is
August 1, 1995.
<PAGE> 1
EXHIBIT 4.3
EMPLOYEE
NON-QUALIFIED STOCK OPTION AGREEMENT
(EMPLOYEE OMNIBUS STOCK PLAN OF 1994)
OPTIONEE:
----------------------------------
NUMBER OF SHARES
SUBJECT TO OPTION:
----------------
DATE OF GRANT: August 28, 1995
This Non-Qualified Stock Option Agreement (the "Option Agreement") is made
this 28th day of August, 1995, between the optionee listed above (the
"Optionee") and VECTOR AEROMOTIVE CORPORATION, a Nevada Corporation (the
"Company").
I. THE GRANT
The Company, pursuant to the provisions of the Company's Employee Omnibus
Stock Plan of 1994 (the "1994 Omnibus Plan"), set forth as Attachment A hereto,
hereby grants to the Optionee, who is an Employee of the Company, subject to
the terms and conditions set forth or incorporated herein, a non-qualified
option to purchase (the "Option") from the Company all or any part of the
number of Common Shares shown above (the "Option Shares"), as such Common
Shares are now constituted, at a purchase price of $0.38 per Share (the
"Exercise Price"), effective as of the date of grant set forth above (the
"Grant Date"). The provisions of the 1994 Omnibus Plan governing the terms and
conditions of the Option granted hereby are incorporated in full herein by
reference.
II. EXERCISABILITY: MANNER OF EXERCISE.
a. Manner of Exercise. Subject to the other terms and conditions of this
Option Agreement, the Option evidenced hereby shall be exercisable in whole or
in part on and after February 28, 1996. The Option evidenced hereby shall be
exercisable by the delivery to and receipt by the Company of written notice of
election to exercise, specifying the number of Option Shares to be purchased
accompanied by payment of the full purchase price thereof in the manner
prescribed by the Plan.
<PAGE> 2
III. NON-TRANSFERABILITY
No Option granted under the 1994 Omnibus Plan shall be transferable by the
Optionee other than by will or the laws of descent and distribution and is
exercisable, during the Optionee's lifetime, only by the Optionee. The
Optionee may not create a lien on any funds, securities, rights or other
property to which such Optionee may have an interest under the 1994 Omnibus
Plan, or which is held by the Company for the account of the Optionee under the
1994 Omnibus Plan. Any attempted assignment, transfer, pledge, hypothecation
or other disposition of this Option contrary to the provisions hereof or of the
1994 Omnibus Plan and the levy of any attachment or similar proceeding upon the
Option, shall be null and void and without effect.
IV. END OF EXERCISE PERIOD; TERMINATION OF OPTION
a. Ten Year Maximum. Notwithstanding anything to the contrary in this
Option Agreement, the Option is not exercisable after the expiration of ten
(10) years from the Grant Date, and any unexercised portion of the Option then
terminates and becomes null and void without notice.
b. Termination of Employment. Notwithstanding the provisions of Section
IVa. above, Options shall be exercisable after the Optionee's termination of
employment within the following periods only:
(i) If the Optionee ceases to be an Employee as a result of
death, within twelve (12) months after such event by the person or
persons to whom the Optionee's rights pass by will or the laws of
descent and distribution.
(ii) If the Optionee ceases to be an Employee as a result of
retirement (as defined from time to time by Company policy), within
three (3) months after such termination.
(iii) If the Optionee ceases to be an Employee as a result of
resignation, within one (1) month after such termination.
(iv) If the Optionee ceases to be an Employee for cause (as defined
from time to time by Company policy), no unexercised Option shall be
exercisable to any extent after termination.
(v) If the Optionee ceases to be an Employee as a result of disability
or leave of absence for the purpose of serving the government or
the country in which the principal place of employment of the
Optionee is located, either in a military or a civilian capacity,
or for such other reason as the Committee may approve, an Optionee
shall
2
<PAGE> 3
not be deemed during the period of any such absence alone, to
have terminated his service except as the Committee may otherwise
expressly provide.
(vi) If the Optionee ceases to be an Employee for any reason other than
death, retirement, resignation, cause, or disability, within
three (3) months after such termination.
c. Extent of Exercise. An unexercised Option shall be exercisable only
to the extent that such Option was exercisable on the date the Optionee's
employment or service terminated. In no case may an unexercised option be
exercised to any extent by anyone after expiration of its term.
V. MISCELLANEOUS
a. Securities Law Matters. Unless there is in effect a registration
statement under the Securities Act of 1933, as amended (the "Securities Act"),
with respect to the issuance of the Option Shares (and, if required, there is
available for delivery a prospectus meeting the requirements of Section
10(a)(3) of the Securities Act), you will, upon the exercise of the Option (i)
represent and warrant in writing to the Corporate Secretary of the Company that
the Option Shares then being purchased by you pursuant to the Option are being
acquired for reinvestment only and not with a view to the resale or
distribution thereof, (ii) acknowledge and confirm that the Option Shares
purchased may not be sold unless registered for sale under the Securities Act
or pursuant to an exemption from such registration and (ii) agree that the
certificates evidencing such Option Shares shall bear a legend to the effect of
the foregoing. The Company may require the delivery of additional documents,
including, without limitation, an opinion of counsel prior to the exercise or
sale of shares upon exercise of the Option.
b. Withholding Taxes. As a condition to receiving or exercising an Option
under the 1994 Omnibus Plan, the Optionee shall pay to the Corporation or the
employer Subsidiary the amount of all applicable Federal, state, local and
foreign taxes required by law to be paid or withheld relating to receipt or
exercise of the Option.
c. Plan Prevails. This Option Agreement is subject to all the terms,
conditions, limitations and restrictions contained in the 1994 Omnibus Plan.
In the event of any conflict or inconsistency between the terms hereof and the
terms of the 1994 Omnibus Plan, the terms of the 1994 Omnibus Plan shall be
controlling.
d. No Effect on Employment. This Option Agreement is not a contract of
employment and the terms of your employment shall not
3
<PAGE> 4
be affected hereby or by any agreement referred to herein except to the extent
specifically so provided herein or therein. Nothing herein shall be construed
to impose any obligation on the Company or on any parent corporation or
subsidiary corporation of the Company to continue your employment, and it shall
not impose any obligation on your part to remain in the employ of the Company
or any parent corporation or subsidiary corporation of the Company.
e. No Third-Party Beneficiaries. This Option Agreement shall not confer
any rights or remedies upon any person other than the parties and their
respective successors and permitted assigns.
f. Counterparts. This Option Agreement may be executed in one or more
counterparts, each of which shall be deemed in original but all of which
together will constitute one and the same instrument.
g. Headings. The descriptive headings of this Option Agreement are
intended for reference only and shall not affect the construction or
interpretation of this Option Agreement.
h. Florida Law, Jurisdiction, Venue and Service of Process. This Option
Agreement shall be governed by, interpreted, and enforced in accordance with
Florida law without giving effect to the principles of conflicts of laws
thereof. The parties agree that the courts of the State of Florida and the
federal courts of the United States located in the State of Florida shall have
sole and exclusive jurisdiction over any dispute, claim or controversy which
may arise involving this Option Agreement or its subject matter. The parties
irrevocably submit and consent to such jurisdiction and venue and waive any
right they may have to seek any change of jurisdiction or venue.
i. WAIVER OF JURY TRIAL. THE PARTIES HEREBY AGREE THAT ANY CONTROVERSY
WHICH MAY ARISE UNDER THIS OPTION AGREEMENT OR OUT OF THE RELATIONSHIP
ESTABLISHED BY THIS OPTION AGREEMENT WOULD INVOLVE COMPLICATED AND DIFFICULT
FACTUAL AND LEGAL ISSUED AND THAT, THEREFORE, ANY ACTION BROUGHT BY EITHER
PARTY AGAINST THE OTHER, WHETHER ALONE OR IN COMBINATION WITH OTHERS, WHETHER
ARISING OUR OF THIS OPTION AGREEMENT OR OTHERWISE, SHALL BE DETERMINED BY A
JUDGE SITTING WITHOUT A JURY.
j. Amendments and Waivers. No amendment of any provisions of this Option
Agreement shall be valid unless the same shall be in writing and signed by the
Company and the Optionee. No waiver by any party of any default,
misrepresentation, or breach of warranty or covenant hereunder, whether
intentional or not, shall be deemed to extend to any prior or subsequent
default, misrepresentation, or breach of warranty or covenant hereunder or
affect in any way any rights arising by virtue of any prior or subsequent such
occurrence.
4
<PAGE> 5
k. Severability. Any term or provision of this Option Agreement that is
invalid or unenforceable in any situation in any jurisdiction shall not affect
the validity or enforceability of the remaining terms and provisions hereof or
the validity or enforceability of the offending term or provision in any other
situation or in any other jurisdiction.
VI. ENTIRE AGREEMENT
This Option Agreement (together with the 1994 Omnibus Plan) constitutes
the entire agreement among the parties and supersedes any prior understandings,
agreements, or representations by or among the parties, written or oral, to the
extent they related in any way to the subject matter hereof. However, this
Option Agreement is not intended to affect any other option agreement, if any,
that may have been entered into by you and the Company (i.e., that is not the
subject matter of this Option Agreement.
VECTOR AEROMOTIVE CORPORATION
By:
-------------------------
-------------------------
President
5
<PAGE> 1
EXHIBIT 4.4
NON-EMPLOYEE DIRECTOR
NON-QUALIFIED STOCK OPTION AGREEMENT
(NON-EMPLOYEE DIRECTOR OMNIBUS STOCK PLAN OF 1994)
OPTIONEE:
--------------------------------
NUMBER OF SHARES
SUBJECT TO OPTION:
---------------
DATE OF GRANT: August 28, 1995
This Non-Qualified Stock Option Agreement (the "Option Agreement") is made
this 28th day of August, 1995, between the optionee listed above (the
"Optionee") and VECTOR AEROMOTIVE CORPORATION, a Nevada Corporation (the
"Company").
I. THE GRANT
The Company, pursuant to the provisions of the Company's Non-Employee
Director Omnibus Stock Plan of 1994 (the "1994 Omnibus Plan"), set forth as
Attachment A hereto, hereby grants to the Optionee, who is a member of the
Company's Board of Directors but not an Employee of the Company, subject to the
terms and conditions set forth or incorporated herein, a non-qualified option
to purchase (the "Option") from the Company all or any part of the number of
Common Shares shown above (the "Option Shares"), as such Common Shares are now
constituted, at a purchase price of $0.38 per Share (the "Exercise Price"),
effective as of the date of grant set forth above (the "Grant Date"). The
provisions of the 1994 Omnibus Plan governing the terms and conditions of the
----------------------------------------------------
CALIFORNIA RESIDENTS
THE SALE OF SECURITIES WHICH ARE THE SUBJECT OF THE OPTIONS DESCRIBED
HEREIN HAS NOT BEEN QUALIFIED WITH THE COMMISSIONER OF CORPORATIONS OF THE
STATE OF CALIFORNIA AND THE ISSUANCE OF THE SECURITIES OR THE PAYMENT OR
RECEIPT OF ANY PART OF THE CONSIDERATION THEREFOR PRIOR TO THE QUALIFICATION
IS UNLAWFUL, UNLESS THE SALE OF SECURITIES IS EXEMPT FROM THE QUALIFICATION
BY SECTION 25100, 25102, OR 25105 OF THE CALIFORNIA CORPORATIONS CODE. THE
RIGHTS OF ALL PARTIES WHO HOLD OPTIONS ARE EXPRESSLY CONDITIONED ON THE
QUALIFICATION BEING OBTAINED
IF THE OPTIONEE IS A RESIDENT OF THE STATE OF CALIFORNIA, THE OPTIONEE
REPRESENTS AND WARRANTS THAT ANY PURCHASE OF OPTION SHARES HEREUNDER WILL BE
FOR THE OPTIONEE'S OWN ACCOUNT AND NOT WITH A VIEW TO OR FOR SALE IN CONNECTION
WITH ANY DISTRIBUTION OF THE SECURITY.
<PAGE> 1
EXHIBIT 4.5
CONSULTANT
NON-QUALIFIED STOCK OPTION AGREEMENT
(CONSULTANT OMNIBUS STOCK PLAN OF 1994)
OPTIONEE: ______________________________
NUMBER OF SHARES
SUBJECT TO OPTION: _________________
DATE OF GRANT: August 28, 1995
This Non-Qualified Stock Option Agreement (the "Option Agreement") is made
this 28th day of August, 1995, between the optionee listed above (the
"Optionee") and VECTOR AEROMOTIVE CORPORATION, a Nevada Corporation (the
"Company").
I. THE GRANT
The Company, pursuant to the provisions of the Company's Consultant
Omnibus Stock Plan of 1994 (the "1994 Omnibus Plan"), set forth as Attachment A
hereto, hereby grants to the Optionee, who is a Consultant to and not an
Employee of the Company, subject to the terms and conditions set forth or
incorporated herein, a non-qualified option to purchase (the "Option") from the
Company all or any part of the number of Common Shares shown above (the "Option
Shares"), as such Common Shares are now constituted, at a purchase price of
$0.38 per Share (the "Exercise Price"), effective as of the date of grant set
forth above (the "Grant Date"). The provisions of the 1994 Omnibus Plan
governing the terms and conditions of the Option granted hereby are
incorporated in full herein by reference.
II. EXERCISABILITY: MANNER OF EXERCISE.
a. Manner of Exercise. Subject to the other terms and conditions of this
Option Agreement, the Option evidenced hereby shall be exercisable in whole or
in part on and after August 28, 1996. The Option evidenced hereby shall be
exercisable by the delivery to and receipt by the Company of written notice of
election to exercise, specifying the number of Option Shares to be purchased
accompanied by payment of the full purchase price thereof in the manner
prescribed by the Plan.
<PAGE> 2
III. NON-TRANSFERABILITY
No Option granted under the 1994 Omnibus Plan shall be transferable by the
Optionee other than by will or the laws of descent and distribution and is
exercisable, during the Optionee's lifetime, only by the Optionee. The
Optionee may not create a lien on any funds, securities, rights or other
property to which such Optionee may have an interest under the 1994 Omnibus
Plan, or which is held by the Company for the account of the Optionee under the
1994 Omnibus Plan. Any attempted assignment, transfer, pledge, hypothecation
or other disposition of this Option contrary to the provisions hereof or of the
1994 Omnibus Plan and the levy of any attachment or similar proceeding upon the
Option, shall be null and void and without effect.
IV. END OF EXERCISE PERIOD; TERMINATION OF OPTION
a. Ten Year Maximum. Notwithstanding anything to the contrary in this
Option Agreement, the Option is not exercisable after the expiration of ten
(10) years from the Grant Date, and any unexercised portion of the Option then
terminates and becomes null and void without notice.
b. Termination of Service. Notwithstanding the provisions of Section IVa.
above, Options shall be exercisable after the Optionee's termination of service
within the following periods only:
(i) If the Optionee ceases to be a Consultant as a result of
death, within twelve (12) months after such event by the person or
persons to whom the Optionee's rights pass by will or the laws of
descent and distribution.
(ii) If the Optionee ceases to be a Consultant as a result of
retirement (as defined from time to time by Company policy), within
three (3) months after such termination.
(iii) If the Optionee ceases to be a Consultant as a result of voluntary
termination by the Consultant, within one (1) month after such
termination.
(iv) If the Optionee ceases to be a Consultant for cause (as defined
from time to time by Company policy), no unexercised Option shall be
exercisable to any extent after termination.
(v) If the Optionee ceases to be a Consultant as a result of
disability or leave of absence for the purpose of serving the
government or the country in which the principal place of employment
of the Optionee is located, either in a military or a civilian
capacity, or for such other
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<PAGE> 3
reason as the Committee may approve, an Optionee shall not be deemed
during the period of any such absence alone, to have terminated his
service except as the Committee may otherwise expressly provide.
(vi) If the Optionee ceases to be a Consultant for any reason other than
death, retirement, resignation, cause, or disability, within three (3)
months after such termination.
c. Extent of Exercise. An unexercised Option shall be exercisable only to
the extent that such Option was exercisable on the date the Optionee's
employment or service terminated. In no case may an unexercised option be
exercised to any extent by anyone after expiration of its term.
V. MISCELLANEOUS
a. Securities Law Matters. Unless there is in effect a registration
statement under the Securities Act of 1933, as amended (the "Securities Act"),
with respect to the issuance of the Option Shares (and, if required, there is
available for delivery a prospectus meeting the requirements of Section
10(a)(3) of the Securities Act), you will, upon the exercise of the Option (i)
represent and warrant in writing to the Corporate Secretary of the Company that
the Option Shares then being purchased by you pursuant to the Option are being
acquired for reinvestment only and not with a view to the resale or
distribution thereof, (ii) acknowledge and confirm that the Option Shares
purchased may not be sold unless registered for sale under the Securities Act
or pursuant to an exemption from such registration and (iii) agree that the
certificates evidencing such Option Shares shall bear a legend to the effect of
the foregoing. The Company may require the delivery of additional documents,
including, without limitation, an opinion of counsel prior to the exercise or
sale of shares upon exercise of the Option.
b. Withholding Taxes. As a condition to receiving or exercising an Option
under the 1994 Omnibus Plan, the Optionee shall pay to the Corporation or
Subsidiary the amount of all applicable Federal, state, local and foreign taxes
required by law to be paid or withheld relating to receipt or exercise of the
Option.
c. Plan Prevails. This Option Agreement is subject to all the terms,
conditions, limitations and restrictions contained in the 1994 Omnibus Plan.
In the event of any conflict or inconsistency between the terms hereof and the
terms of the 1994 Omnibus Plan, the terms of the 1994 Omnibus Plan shall be
controlling.
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<PAGE> 4
d. No Effect on Employment. This Option Agreement is not a contract of
employment and the terms of your employment shall not be affected hereby or by
any agreement referred to herein except to the extent specifically so provided
herein or therein. Nothing herein shall be construed to impose any obligation
on the Company or on any parent corporation or subsidiary corporation of the
Company to continue your employment, and it shall not impose any obligation on
your part to remain in the employ of the Company or any parent corporation or
subsidiary corporation of the Company.
e. No Third-Party Beneficiaries. This Option Agreement shall not confer
any rights or remedies upon any person other than the parties and their
respective successors and permitted assigns.
f. Counterparts. This Option Agreement may be executed in one or more
counterparts, each of which shall be deemed in original but all of which
together will constitute one and the same instrument.
g. Headings. The descriptive headings of this Option Agreement are
intended for reference only and shall not affect the construction or
interpretation of this Option Agreement.
h. Florida Law, Jurisdiction, Venue and Service of Process. This Option
Agreement shall be governed by, interpreted, and enforced in accordance with
Florida law without giving effect to the principles of conflicts of laws
thereof. The parties agree that the courts of the State of Florida and the
federal courts of the United States located in the State of Florida shall have
sole and exclusive jurisdiction over any dispute, claim or controversy which
may arise involving this Option Agreement or its subject matter. The parties
irrevocably submit and consent to such jurisdiction and venue and waive any
right they may have to seek any change of jurisdiction or venue.
i. WAIVER OF JURY TRIAL. THE PARTIES HEREBY AGREE THAT ANY CONTROVERSY
WHICH MAY ARISE UNDER THIS OPTION AGREEMENT OR OUT OF THE RELATIONSHIP
ESTABLISHED BY THIS OPTION AGREEMENT WOULD INVOLVE COMPLICATED AND DIFFICULT
FACTUAL AND LEGAL ISSUED AND THAT, THEREFORE, ANY ACTION BROUGHT BY EITHER
PARTY AGAINST THE OTHER, WHETHER ALONE OR IN COMBINATION WITH OTHERS, WHETHER
ARISING OUR OF THIS OPTION AGREEMENT OR OTHERWISE, SHALL BE DETERMINED BY A
JUDGE SITTING WITHOUT A JURY.
j. Amendments and Waivers. No amendment of any provisions of this Option
Agreement shall be valid unless the same shall be in writing and signed by the
Company and the Optionee. No waiver by any party of any default,
misrepresentation, or breach of warranty or covenant hereunder, whether
intentional or not, shall be deemed to extend to any prior or subsequent
default, misrepresentation, or breach of warranty or covenant hereunder or
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<PAGE> 5
affect in any way any rights arising by virtue of any prior or subsequent such
occurrence.
k. Severability. Any term or provision of this Option Agreement that is
invalid or unenforceable in any situation in any jurisdiction shall not affect
the validity or enforceability of the remaining terms and provisions hereof or
the validity or enforceability of the offending term or provision in any other
situation or in any other jurisdiction.
VI. ENTIRE AGREEMENT
This Option Agreement (together with the 1994 Omnibus Plan) constitutes
the entire agreement among the parties and supersedes any prior understandings,
agreements, or representations by or among the parties, written or oral, to the
extent they related in any way to the subject matter hereof. However, this
Option Agreement is not intended to affect any other option agreement, if any,
that may have been entered into by you and the Company (i.e., that is not the
subject matter of this Option Agreement.
VECTOR AEROMOTIVE CORPORATION
By:
--------------------------
--------------------------
President
5
<PAGE> 1
Exhibit 5.1
[LETTERHEAD]
KIRSCHNER, MAIN, PETRIE, GRAHAM, TANNER & DEMONT
PROFESSIONAL ASSOCIATION
ATTORNEYS AT LAW
ONE INDEPENDENT DRIVE, SUITE 2000
JACKSONVILLE, FLORIDA 32202
---------
MAILING ADRESS:
POST OFFICE BOX 1559
TELEPHONE (904)354-4141 FACSIMILE (904) 358-2199
February 29, 1996
Vector Aeromotive Corporation
7601 Centurion Parkway South
Jacksonville, Florida 32256
Re: Vector Aeromotive Corporation/Registration
Statement on Form S-8
------------------------------------------
Ladies and Gentlemen:
We have acted as counsel to Vector Aeromotive Corporation (the
"Company"), in connection with the preparation and filing by the Company with
the Securities and Exchange Commission (the "Commission") on February 29,
1996, of a Registration Statement on Form S-8 (the "Registration Statement"),
under the Securities Act of 1933, as amended, relating to the proposed issuance
of up to 1,000,000 shares of common stock, $.01 par value, of the Company (the
"Common Stock") under the Company's Omnibus Stock Plan of 1994 as amended (the
"Plan").
In so acting, we have examined originals or copies, certified or
otherwise identified to our satisfaction, of the Registration Statement and
such corporate records, agreements, documents and other instruments, such
certificates or comparable documents of public officials and of
officers and representatives of the Company, and have made such inquiries of
such officers and representatives, as we have deemed relevant and necessary as
a basis for the opinions hereinafter set forth.
In such examination, we have assumed the genuineness of all signatures,
the authenticity of all 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 the originals of such latter documents. As to
all questions of fact material to this opinion that have not been independently
established, we have relied upon certificates or comparable documents of
officers of the Company.
Based on the foregoing, and subject to the qualifications stated
herein, we are of the opinion that the 1,000,000 shares of Common Stock have
been duly authorized and, when issued and sold against payment therefor in
accordance with the terms of the Plan, will be validly issued, fully paid and
non-assessable.
We hereby consent to the inclusion and filing of this opinion
<PAGE> 2
Vector Aeromotive Corporation
December 28, 1995
as Exhibit 5.1 to the Registration Statement.
The opinion herein is limited to the corporate laws of the State of
Nevada and the federal laws of the United States, and we express no opinion as
to the effect on the matters covered by this opinion of the laws of any other
jurisdiction.
This opinion is rendered solely for your benefit in connection with the
transactions described above. This opinion may not be used or relied upon by
any other person and, except as expressly provided herein, may not be
disclosed, quoted, filed with a governmental agency or otherwise referred to
without our prior written consent.
Very truly yours,
KIRSCHNER, MAIN, PETRIE, GRAHAM,
TANNER & DEMONT
By /s/ T. Malcolm Graham
-------------------------------
<PAGE> 1
Exhibit 23.1
CONSENT OF INDEPENDENT
CERTIFIED PUBLIC ACCOUNTANTS
Vector Aeromotive Corporation
Jacksonville, Florida
We hereby consent to the incorporation by reference in the Prospectus
constituting a part of this Registration Statement of our report dated December
21, 1994 relating to the financial statements of Vector Aeromotive Corporation
appearing in the Company's Annual Report on form 10K for the year ended
September 30, 1994.
We also consent to the reference to us under the caption "Experts" in
the Prospectus.
/s/ BDO Seidman, LLP
--------------------
BDO Seidman, LLP
Orlando, Florida
February 29, 1996
