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UNITED STATES
SECURITIES AND EXCHANGE
COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
Concord Camera Corp.
(Name of Issuer)
Common Stock, no par value per share
(Title of Class of Securities)
206156101
(CUSIP Number)
Kronish, Lieb, Weiner & Hellman LLP 1114 Avenue of the Americas
Attn: Ralph J. Sutcliffe, Esq. New York, New York 10036
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
July 18, 1997
(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).
*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)
1
<PAGE>
SCHEDULE 13D
CUSIP No. 206156101
Page 2 of Pages
1 NAME OF REPORTING PERSON
SS. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Steve Jackel
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) X
(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)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
NUMBER OF 7 SOLE VOTING POWER
SHARES 181,750
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON WITH
8 SHARED VOTING POWER
135,000
9 SOLE DISPOSITIVE POWER
316,750
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
316,750
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.9%
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)
2
<PAGE>
SCHEDULE 13D
CUSIP No. 206156101
Page 3 of Pages
1 NAME OF REPORTING PERSON
SS. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Brian King
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) X
(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)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
NUMBER OF 7 SOLE VOTING POWER
SHARES 15,000
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON WITH
8 SHARED VOTING POWER
50,625
9 SOLE DISPOSITIVE POWER
65,625
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
65,625
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.6%
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)
3
<PAGE>
SCHEDULE 13D
CUSIP No. 206156101
Page 4 of Pages
1 NAME OF REPORTING PERSON
SS. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Ira B. Lampert
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) X
(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)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
NUMBER OF 7 SOLE VOTING POWER
SHARES 428,850
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
8 SHARED VOTING POWER
330,750
9 SOLE DISPOSITIVE POWER
759,600
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
759,600
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.0%
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)
4
<PAGE>
SCHEDULE 13D
CUSIP No. 206156101
Page 5 of Pages
1 NAME OF REPORTING PERSON
SS. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Keith Lampert
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) X
(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)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
NUMBER OF 7 SOLE VOTING POWER
SHARES 49,000
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON WITH
8 SHARED VOTING POWER
6,750
9 SOLE DISPOSITIVE POWER
55,750
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
55,750
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.5%
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)
5
<PAGE>
SCHEDULE 13D
CUSIP No. 206156101
Page 6 of Pages
1 NAME OF REPORTING PERSON
SS. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Lawrence Pesin
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) X
(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)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
NUMBER OF 7 SOLE VOTING POWER
SHARES 15,000
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
8 SHARED VOTING POWER
50,625
9 SOLE DISPOSITIVE POWER
65,625
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
65,625
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.6%
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)
6
<PAGE>
SCHEDULE 13D
CUSIP No. 206156101
Page 7 of Pages
1 NAME OF REPORTING PERSON
SS. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Eli Shoer
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) X
(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)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
NUMBER OF 7 SOLE VOTING POWER
SHARES 87,500
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON WITH
8 SHARED VOTING POWER
13,500
9 SOLE DISPOSITIVE POWER
101,000
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
101,000
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.9%
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)
7
<PAGE>
SCHEDULE 13D
CUSIP No. 206156101
Page 8 of Pages
1 NAME OF REPORTING PERSON
SS. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Arthur Zawodny
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) X
(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)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
NUMBER OF 7 SOLE VOTING POWER
SHARES 18,000
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON WITH
8 SHARED VOTING POWER
9,450
9 SOLE DISPOSITIVE POWER
27,450
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
27,450
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.3%
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)
8
<PAGE>
This Amendment further amends a statement on Schedule 13D, which was
previously filed with the Securities and Exchange Commission on November 17,
1995 and which was amended and restated by Amendment No. 1 filed on March 6,
1997 ("Amendment No. 1"), by providing information regarding a sale by Gary M.
Simon ("Simon") to Brian King ("King" or a "Purchaser"), Lawrence Pesin ("Pesin"
or a "Purchaser") and Keith Lampert ("Lampert" or a "Purchaser") of 25,000
shares of Common Stock (the "Shares") and options to purchase 25,000 shares of
Common Stock (the "Options").
Item 1. Security and Issuer
This Amendment relates to the common stock, no par value per share (the
"Common Stock"), of Concord Camera Corp., a New Jersey corporation (the
"Company"). The principal executive offices of the Company are located at 35
Mileed Way, Avenel, New Jersey 07001.
Item 2. Identity and Background
The name and principal occupation of each of the persons filing this
statement (each a "Filing Person" and collectively, the "Group") are set forth
below. Except as set forth below, each Filing Person is a U.S. citizen, each
principal occupation refers to employment with the Company and each Filing
Person has his business address at 35 Mileed Way, Avenel, New Jersey 07001. The
principal business of the Company is the design, manufacture, marketing,
distribution and sale of popularly-priced cameras.
Principal
Name Occupation
Steve Jackel Chief Operating Officer and President
Brian King(a) Vice President of Corporate and Strategic
Development and Secretary
Ira B. Lampert Chairman and Chief Executive Officer
Lawrence Pesin Vice President Global Marketing
Eli Shoer(a) Executive Vice President
Arthur Zawodny(a) Director - Design Engineering
Keith Lampert(a) Vice President Operations -
Concord Camera HK Ltd.
- ---------------------------
(a) Principal business address is c/o Concord Camera HK Ltd., 14/F Fortei
Building, 98 Texaco Road, Tsuen Wan, Hong Kong.
Mr. Simon, a consultant to the Company, was a member of the Group at
the time of the original filing and of the filing of Amendment No. 1. Mr.
Simon's membership in the Group ceased on July 18, 1997 upon the consummation
of the Simon Sale Agreement described in Item 3 hereof.
During the last five years, no Filing Person has been (a) convicted in
a criminal proceeding (excluding traffic violations or similar misdemeanors) or
(b) a party to a civil proceeding of a judicial or administrative body of
competent jurisdiction and as a result of such proceeding was or is subject to a
judgment, decree or final order enjoining future violations of, or prohibiting
or mandating activities subject to, federal or state securities laws or finding
any violation with respect to such laws.
Page 9 of __
<PAGE>
Item 3. Source and Amount of Funds or Other Consideration
Pursuant to an agreement (the "Simon Sale Agreement"), dated as of
February 7, 1997 and fully-executed on July 18, 1997, by and among the Company,
Simon and the Purchasers, Simon sold to the Purchasers the Shares and the
Options, which Simon had previously purchased pursuant to the Management Equity
Provisions of the Company's Stock Incentive Plan (the "Plan"). Of the Shares and
the Options, King and Pesin each purchased 10,000 shares and options to purchase
10,000 shares, and Lampert purchased 5,000 shares and options to purchase 5,000
shares. As payment for their respective purchases, King and Pesin each delivered
a secured promissory note to the Company in the principal amount of $53,750 and
Lampert delivered a secured promissory note to the Company in the principal
amount of $26,875. As security for payment of the secured promissory notes, each
of the Purchasers granted to the Company a security interest in, and pledged to
the Company, the Shares purchased by him. Concurrently with the execution and
delivery of the secured promissory notes by the Purchasers, the Company canceled
the $134,375 amended and restated secured promissory note Simon had previously
delivered to the Company as payment for the Shares and Options and released
Simon from any and all obligations of Simon under such amended and restated
note.
Item 4. Purpose of Transaction
The Purchasers purchased the Shares and Options pursuant to grants
under the Plan. The purpose of such acquisitions by the Purchasers, senior
managers of the Company, was to increase their financial commitment to the
Company's success and to provide them with meaningful participation in
significant increases in shareholder value.
Item 5. Interest in Securities of the Issuer
The percentage of outstanding shares of Common Stock referred to in
Item 13 of the cover pages hereof, is based upon 10,880,473 shares of Common
Stock outstanding as of July 18, 1997. The following table sets forth the direct
beneficial ownership of each of the Filing Persons and updates the beneficial
ownership information contained in Item 5 of Amendment No. 1.
Owner Total Percent of Class
Steve Jackel 316,7501 2.9%
Brian King 65,6252 0.6%
Ira B. Lampert 759,6003 7.0%
Keith Lampert 55,7504 0.5%
Lawrence Pesin 65,6255 0.6%
Eli Shoer 101,0006 0.9%
Arthur Zawodny 27,4507 0.3%
All Filing Persons
as a Group 1,391,800 12.8%
- ---------------------------
1. Represents 100,000 shares purchased pursuant to a purchase agreement
with the Company for shares purchased pursuant to the Management Equity
Provisions of the Plan (a "Purchase Agreement") and 216,750 shares
underlying stock options. Excludes 114,500 shares underlying options
which will not become exercisable within 60 days of July 18, 1997.
Page 10 of __
<PAGE>
2. Represents 27,500 shares purchased pursuant to a Purchase Agreement,
10,000 shares purchased pursuant to the Simon Sale Agreement and 28,125
shares underlying stock options. Excludes 54,375 shares underlying
options which will not become exercisable within 60 days of July 18,
1997.
3. Represents 53,850 shares purchased on the open market, 245,000 shares
purchased pursuant to a Purchase Agreement and 460,750 shares
underlying stock options. Excludes 384,250 shares underlying options
which will not become exercisable within 60 days of July 18, 1997.
4. Represents 20,000 shares purchased on the open market, 5,000 shares
purchased pursuant to the Simon Sale Agreement and 30,750 shares
underlying stock options. Excludes 29,250 shares underlying options
which will not become exercisable within 60 days of July 18, 1997.
5. Represents 27,500 shares purchased pursuant to a Purchase Agreement,
10,000 shares purchased pursuant to the Simon Sale Agreement and 28,125
shares underlying stock options. Excludes 54,375 shares underlying
options which will not become exercisable within 60 days of July 18,
1997.
6. Represents 10,000 shares purchased pursuant to a Purchase Agreement and
91,000 shares underlying stock options. Excludes 50,250 shares
underlying options which will not become exercisable within 60 days of
July 18, 1997.
7. Represents 7,000 shares purchased pursuant to a Purchase Agreement and
20,450 shares underlying stock options. Excludes 28,550 shares
underlying options which will not become exercisable within 60 days of
July 18, 1997.
Subject to the restrictions described in Item 6 below, each of King,
Pesin and Lampert has the sole right to dispose of the Shares he acquired
pursuant to the Simon Sale Agreement. In addition, pursuant to an Agreement,
dated as of July 18, 1997, by and among King, Pesin and Lampert, each of King,
Pesin and Lampert agreed that the Shares and shares acquired pursuant to the
Options would bound by the terms of an Amended and Restated Voting Agreement,
dated as of February 28, 1997, previously executed by the Filing Persons other
than King, Pesin and Lampert (the "Voting Agreement"). Therefore, the Shares and
shares acquired pursuant to the Options are to be voted in accordance with the
will of the holders of a majority of all the shares of Common Stock issued under
the Plan.
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect
to Securities of the Issuer
So long as the Filing Person remains an employee or performs consulting
activities for the Company or any subsidiary thereof, the Filing Person
(including, for this purpose, members of the Filing Person's immediate family
and any trusts for the benefit of any members of the Filing Person's immediate
family) must continue to beneficially own shares of Common Stock in an amount
not less than 50% of the sum of (i) the shares of Common Stock issued pursuant
to the Plan, plus (ii) the shares of Common Stock purchased upon exercise of
options, if any, issued to the Filing Person pursuant to the Plan.
As payment for the Shares and the Options, each Purchaser executed a
five year, six percent, secured note in favor of the Company for the full
purchase price of the Shares and Options he purchased pursuant to the Simon Sale
Agreement. To secure the Note, each Purchaser granted to the Company a security
interest in the Shares and Options he purchased and pledged those Shares and
Options to the Company.
Interest on each Purchaser note is payable annually, in arrears, and
must be paid in cash, except that so long as the Purchaser remains an employee
of the Company or any subsidiary thereof or performs consulting activities for
any thereof, the Purchaser may pay the interest on the note by applying a
portion of the Shares to such payment or by delivering a secured promissory,
substantially on the same terms as the note, in the principal amount of the
interest payment.
Page 11 of __
<PAGE>
If a Purchaser ceases to be an employee of the Company or any
subsidiary thereof or ceases to be engaged in consulting activities for any
thereof, all amounts owing under such Purchaser's note will become immediately
due and payable.
Pursuant to an Agreement, dated as of July 18, 1997, by and among King,
Pesin and Lampert, each of King, Pesin and Lampert agreed that the Shares and
shares acquired pursuant to the Options would bound by the terms of the Voting
Agreement. Therefore, the Shares and shares acquired pursuant to the Options are
to be voted in accordance with the will of the holders of a majority of all the
shares of Common Stock issued under the Plan. To effect the foregoing, each
Purchaser delivered to Ira B. Lampert an irrevocable proxy with respect to his
Shares.
Item 7. Materials to be Filed as Exhibits
A. Agreement, dated as of February 7, 1997 and fully-executed on July 18, 1997,
by and among Simon, the Company, King, Pesin and Lampert.
B. Agreement, dated as of July 18, 1997, by and among King, Pesin and Lampert.
C. Irrevocable Proxy dated as of July 18, 1997, by King in favor of
Ira B. Lampert.
D. Irrevocable Proxy dated as of July 18, 1997, by Pesin in favor of
Ira B. Lampert.
E. Irrevocable Proxy dated as of July 18, 1997, by Lampert in favor of
Ira B. Lampert.
F. Secured Promissory Note, dated as of November 7, 1995, in the principal
amount of $53,750, by King in favor of the Company.
G. Secured Promissory Note, dated as of November 7, 1995, in the principal
amount of $53,750, by Pesin in favor of the Company.
H. Secured Promissory Note, dated as of November 7, 1995, in the principal
amount of $26,875, by Lampert in favor of the Company.
I. Option Agreement, dated as of December 22, 1996, by and between King and the
Company.
J. Option Agreement, dated as of December 22, 1996, by and between Pesin and the
Company.
K. Option Agreement, dated as of December 22, 1996, by and between Lampert and
the Company.
Page 12 of __
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Dated: July 24, 1997
/s/ Steve Jackel
Name: Steve Jackel
Page 13 of __
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Dated: July 24, 1997
/s/ Brian King
Name: Brian King
Page 14 of __
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Dated: July 24, 1997
/s/ Ira B. Lampert
Name: Ira B. Lampert
Page 15 of __
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Dated: July 24, 1997
/s/ Keith Lampert
Name: Keith Lampert
Page 16 of __
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Dated: July 24, 1997
/s/ Lawrence Pesin
Name: Lawrence Pesin
Page 17 of __
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Dated: July 24, 1997
/s/ Eli Shoer
Name: Eli Shoer
Page 18 of __
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Dated: July 24, 1997
/s/ Gary M. Simon
Name: Gary M. Simon
Page 19 of __
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Dated: July 24, 1997
/s/ Arthur Zawodny
Name: Arthur Zawodny
Page 20 of __
<PAGE>
EXHIBIT INDEX
Exhibit
A. Agreement, dated as of February 7, 1997 and fully-executed on July 18, 1997,
by and among Simon, the Company, King, Pesin and Lampert.
B. Agreement, dated as of July 18, 1997, by and among King, Pesin and Lampert.
C. Irrevocable Proxy dated as of July 18, 1997 by King in favor of
Ira B. Lampert.
D. Irrevocable Proxy dated as of July 18, 1997 by Pesin in favor of
Ira B. Lampert.
E. Irrevocable Proxy dated as of July 18, 1997 by Lampert in favor of
Ira B. Lampert.
F. Secured Promissory Note, dated as of November 7, 1995, in the principal
amount of $53,750, by King in favor of the Company.
G. Secured Promissory Note, dated as of November 7, 1995, in the principal
amount of $53,750, by Pesin in favor of the Company.
H. Secured Promissory Note, dated as of November 7, 1995, in the principal
amount of $26,875, by Lampert in favor of the Company.
I. Option Agreement, dated as of December 22, 1996, by and between King and the
Company.
J. Option Agreement, dated as of December 22, 1996, by and between Pesin and the
Company.
K. Option Agreement, dated as of December 22, 1996, by and between Lampert and
the Company.
Page 21 of __
EXHIBIT A
AGREEMENT, dated as of February 7, 1997 by and among Gary M.
Simon, having an address at 23 Lotus Street, Cedarhurst, New York 11516
("Simon"), Concord Camera Corp., a New Jersey corporation having an address at
35 Mileed Way, Avenel, New Jersey 07001 (the "Company"), and each of the
individuals whose names are set forth at the foot of this Agreement, having an
address care of the Company (collectively, the "Purchasers").
WHEREAS, Simon is a participant in the Management Stock
Provisions of the Company, pursuant to which he has purchased 25,000 shares of
common stock of the Company (the "Shares") and is the holder of an option to
purchase 25,000 shares of common stock of the Company (the "Option") and is the
obligor under a promissory note to the Company in an outstanding principal
amount equal to $134,375 plus accrued interest (the "Note");
WHEREAS, each of the Purchasers desires to purchase from Simon
the number of Shares and portion of the Option set forth opposite their
respective names at the foot of this Agreement in consideration of the
assumption by each of the Purchasers of all of Simon's obligations under the
portion of the Note set forth opposite their respective names at the foot of
this Agreement; and
WHEREAS, the Company is willing to consent to such purchase,
sale and assumption and upon the occurrence thereof, is willing to release Simon
from any further obligations under the Note.
NOW, THEREFORE, the parties hereby take the actions evidenced
by this Agreement and agree as follows:
1. Simon hereby represents and warrants to each of the
Purchasers that Simon is the record and beneficial owner of the Shares and the
Option free and clear of any liens, claims or encumbrances of any type
whatsoever, except for the pledge of the Shares to the Company as security for
payment of the Note, and that the outstanding principal amount of the Note is as
set forth above.
2. Simon hereby sells, transfers and conveys to each of the
Purchasers, and each of the Purchasers hereby accepts, the number of Shares and
the portion of the Option set forth opposite each such Purchaser's name at the
foot of this Agreement and each of the Purchasers hereby assumes all of Simon's
obligations under the portion of the Note set forth opposite each such
Purchaser's name at the foot of this Agreement.
3. The Company hereby consents to the foregoing and releases
Simon from any and all obligations of Simon under the Note. Concurrently with
the execution and delivery hereof, the Company has returned to Simon the Note
stamped cancelled.
July 28, 1997 (11:13 am)
1
<PAGE>
4. Concurrently with the execution and delivery hereof, each
of the Purchasers has delivered to the Company, and the Company has accepted, a
new promissory note evidencing the portion of the principal amount of the Note
plus accrued interest assumed by each Purchaser, a pledge agreement granting to
the Company a security interest in the Shares purchased by each Purchaser and
the certificate in the name of each Purchaser representing such Shares.
IN WITNESS WHEREOF, the Company has caused this Agreement to
be executed by its representative thereunto duly authorized, and each of Simon
and the Purchasers has duly executed this Agreement as of the day and year first
above written.
CONCORD CAMERA CORP.
By: /s/ Ira B. Lampert
Name: Ira B. Lampert
Title: Chairman and Chief
Executive Officer
/s/ Gary M. Simon
Gary M. Simon
Number of Shares
Purchased: 10,000
Option with respect
to 10,000 Shares
Principal amount of
Promissory Note: $53,750 /s/ Brian King
Brian King
Number of Shares
purchased: 10,000
Option with respect
to 10,000 Shares
Principal amount of
Promissory Note: $53,750 /s/ Lawrence Pesin
Lawrence Pesin
July 28, 1997 (11:13 am)
2
<PAGE>
Number of Shares
purchased: 5,000
Option with respect
to 5,000 Shares
Principal amount of
Promissory Note: $26,875 /s/ Keith Lampert
Keith Lampert
This Agreement was fully executed on July 18, 1997.
July 28, 1997 (11:13 am)
3
EXHIBIT B
AGREEMENT
AGREEMENT, dated as of July 18, 1997, by and among Brian King
("King"), Lawrence Pesin ("Pesin") and Keith Lampert ("Lampert").
Reference is made to (i) that certain Amended and Restated
Voting Agreement, dated February 28, 1997, among Concord Camera Corp., a New
Jersey corporation (the "Company"), King, Pesin, Lampert and certain other
parties signatory thereto (the "Voting Agreement") and (ii) that certain
Agreement, dated as of February 7, 1997, by and among Gary M. Simon ("Simon"),
the Company, King, Pesin and Lampert (the "Simon Agreement").
Each of King, Pesin and Lampert hereby agrees (i) that the
shares of common stock of the Company he is purchasing pursuant to the Simon
Agreement and the shares of common stock of the Company issuable upon exercise
of the options he is purchasing pursuant to the Simon Agreement shall be deemed
to be "Shares" as defined in the Voting Agreement and, as such, shall be subject
to the Voting Agreement, and (ii) to be bound by the Voting Agreement with
respect to the shares of common stock he is purchasing pursuant to the Simon
Agreement and the shares of common stock of the Company issuable upon exercise
of the options he is purchasing pursuant to the Simon Agreement. To effect the
foregoing, each of King, Pesin and Lampert is delivering to Ira B. Lampert an
irrevocable proxy.
IN WITNESS WHEREOF, the parties hereto have executed this
Agreement as of the date first written above.
/s/ Brian King
Brian King
/s/ Lawrence Pesin
Lawrence Pesin
/s/ Keith Lampert
Keith Lampert
EXHIBIT C
IRREVOCABLE PROXY
Pursuant to a certain Amended and Restated Voting Agreement,
dated as of the date hereof, among Ira B. Lampert and certain other signatories
thereto, the undersigned hereby irrevocably appoints Ira B. Lampert, or his
nominee ("Lampert"), with full power of substitution, as proxy for the
undersigned, and hereby authorizes Lampert to vote the shares of Common Stock of
CONCORD CAMERA CORP. (the "Company") specified below and registered or to be
registered in the name of the undersigned, at any meeting of the stockholders of
the Company, and to execute a consent with respect to such shares, as to any and
all matters upon which action is to be taken or consent is to be given by the
stockholders of the Company, in such manner as may be determined from time to
time by the holders of a majority of shares of Common Stock of the Company
governed by such Amended and Restated Voting Agreement (it being understood that
the certification by Lampert as to the determination of such holders shall be
conclusive evidence of the determination thereof for all purposes hereunder).
This Irrevocable Proxy shall be deemed to be coupled with an
interest in favor of Lampert and, as such, shall be irrevocable and shall
survive the death, bankruptcy, incompetency or dissolution of the undersigned.
Dated: As of July 18, 1997
SHARES OF COMMON STOCK Name: Brian King
COVERED BY THIS IRREVOCABLE
PROXY:
10,000 /s/ Brian King
Signature
SHARES OF COMMON STOCK Address: c/o Concord Camera Corp.,
UNDERLYING OPTIONS 35 Mileed Way, Avenel NJ 07001-2402
GRANTED BY THE COMPANY
AND COVERED BY THIS Business Telephone: (732) 499-8280
IRREVOCABLE PROXY:
10,000
EXHIBIT D
IRREVOCABLE PROXY
Pursuant to a certain Amended and Restated Voting Agreement,
dated as of the date hereof, among Ira B. Lampert and certain other signatories
thereto, the undersigned hereby irrevocably appoints Ira B. Lampert, or his
nominee ("Lampert"), with full power of substitution, as proxy for the
undersigned, and hereby authorizes Lampert to vote the shares of Common Stock of
CONCORD CAMERA CORP. (the "Company") specified below and registered or to be
registered in the name of the undersigned, at any meeting of the stockholders of
the Company, and to execute a consent with respect to such shares, as to any and
all matters upon which action is to be taken or consent is to be given by the
stockholders of the Company, in such manner as may be determined from time to
time by the holders of a majority of shares of Common Stock of the Company
governed by such Amended and Restated Voting Agreement (it being understood that
the certification by Lampert as to the determination of such holders shall be
conclusive evidence of the determination thereof for all purposes hereunder).
This Irrevocable Proxy shall be deemed to be coupled with an
interest in favor of Lampert and, as such, shall be irrevocable and shall
survive the death, bankruptcy, incompetency or dissolution of the undersigned.
Dated: As of July 18, 1997
SHARES OF COMMON STOCK Name: Lawrence Pesin
COVERED BY THIS IRREVOCABLE
PROXY:
10,000 /s/ Lawrence Pesin
Signature
SHARES OF COMMON STOCK Address: c/o Concord Camera Corp.,
UNDERLYING OPTIONS 35 Mileed Way, Avenel NJ 07001-2402
GRANTED BY THE COMPANY
AND COVERED BY THIS Business Telephone: (732) 499-8280
IRREVOCABLE PROXY:
10,000
EXHIBIT E
IRREVOCABLE PROXY
Pursuant to a certain Amended and Restated Voting Agreement,
dated as of the date hereof, among Ira B. Lampert and certain other signatories
thereto, the undersigned hereby irrevocably appoints Ira B. Lampert, or his
nominee ("Lampert"), with full power of substitution, as proxy for the
undersigned, and hereby authorizes Lampert to vote the shares of Common Stock of
CONCORD CAMERA CORP. (the "Company") specified below and registered or to be
registered in the name of the undersigned, at any meeting of the stockholders of
the Company, and to execute a consent with respect to such shares, as to any and
all matters upon which action is to be taken or consent is to be given by the
stockholders of the Company, in such manner as may be determined from time to
time by the holders of a majority of shares of Common Stock of the Company
governed by such Amended and Restated Voting Agreement (it being understood that
the certification by Lampert as to the determination of such holders shall be
conclusive evidence of the determination thereof for all purposes hereunder).
This Irrevocable Proxy shall be deemed to be coupled with an
interest in favor of Lampert and, as such, shall be irrevocable and shall
survive the death, bankruptcy, incompetency or dissolution of the undersigned.
Dated: As of July 18, 1997
SHARES OF COMMON STOCK Name: Keith Lampert
COVERED BY THIS IRREVOCABLE
PROXY:
5,000 /s/ Keith Lampert
Signature
SHARES OF COMMON STOCK Address: c/o Concord Camera Corp.,
UNDERLYING OPTIONS 35 Mileed Way, Avenel NJ 07001-2402
GRANTED BY THE COMPANY
AND COVERED BY THIS Business Telephone: (732) 499-8280
IRREVOCABLE PROXY:
5,000
EXHIBIT F
SECURED PROMISSORY NOTE
$53,750.00 As of November 7, 1995
FOR VALUE RECEIVED,Brian King ("Obligor") hereby promises to
pay to the order of CONCORD CAMERA CORP., a New Jersey corporation (the
"Company"), in lawful money of the United States in immediately available funds,
at 35 Mileed Way, Avenel, New Jersey, 07001, or at such other place as the
Company or any holder hereof may from time to time designate, the principal sum
of Fifty Three Thousand Seven Hundred Fifty and 00/100 Dollars ($53,750.00), on
November 6, 2000 (or earlier as hereinafter provided), and to pay interest at
such office or place from the date hereof on the unpaid principal balance hereof
(calculated on the basis of a 365-day year and actual days elapsed) at the rate
of six percent (6%) per annum, payable annually in arrears on each anniversary
of the date hereof, until such unpaid principal balance shall be due and payable
(whether at maturity, by acceleration or otherwise), and thereafter, on demand.
In no event shall the rate of interest hereunder exceed the maximum interest
rate permitted by applicable law.
Interest on this Note shall be payable in cash, except that so
long as Obligor remains an employee of the Company or any subsidiary thereof or
performs consulting activities for any thereof, Obligor may (i) apply the shares
of the Company's Common Stock pledged to the Company as provided below in
payment of interest, by delivering to the Company a letter in form and substance
reasonably satisfactory to the Company instructing it to apply the requisite
number of such shares to the payment of such interest (whereupon the number of
shares required for such payment shall be cancelled), it being understood that
for this purpose such shares shall be valued at the Fair Market Value (as
defined below) thereof on the date on which such letter is so delivered to the
Company, or (ii) deliver, as payment of interest, a secured promissory note
dated the date of payment of interest in the principal amount of such interest
payment and having substantially the same terms as this Note. Interest on this
Note may also be payable in any combination of cash, shares of the Company's
Common Stock or a secured promissory note, all on the terms described in the
preceding sentence. For the purposes hereof, the "Fair Market Value" per share
of Common Stock of the Company ("Common Stock") on any date means the average of
the closing prices for the Common Stock for the five consecutive trading days
immediately preceding such date. The closing price for the Common Stock on any
date shall be the closing price thereof officially reported on that date (or if
there were no sales on that date, on the next preceding date on which such
closing price was recorded) by the principal national securities exchange on
which the Common Stock is listed or admitted to trading, or if the Common Stock
is not listed or admitted to trading on any such national securities exchange,
the closing price as furnished by the National Association of Securities Dealers
through NASDAQ or a similar organization if NASDAQ is no longer reporting such
information, or, if the Common Stock is not reported on NASDAQ, as determined in
good faith by resolution of the Board of Directors of the Company (whose
determination shall be conclusive), based on the best information available to
it.
F:\GROUP\EDGAR\13DB97\EXHIBITF.
1
<PAGE>
Pursuant to an Agreement, dated as of February 7, 1997 among
Gary M. Simon ("Simon"), the Company, Obligor, Larry Pesin and Keith Lampert
(the "Agreement"), Simon, with the Company's consent, sold to Obligor the shares
of Common Stock listed on Schedule A hereto (the "Shares"). Obligor paid the
purchase price for the Shares by delivering to the Company this Note in partial
substitution for that certain Amended and Restated Secured Promissory Note,
dated as of November 7, 1995, from Simon to the Company in the principal amount
of $134,375.00 (the "Old Note"). Amounts not in excess of $53,750.00 in
principal, and accrued but unpaid interest on such principal amount, outstanding
under the Old Note on the date hereof shall be evidenced by and repayable in
accordance with this Note.
To secure the complete and timely performance by Obligor of
Obligor's obligations under this Note, Obligor hereby pledges to the Company,
and grants to the Company a security interest in, the Shares. To perfect such
pledge, the Company will maintain possession of the Shares, as evidenced by a
properly issued and countersigned stock certificate therefor and accompanied by
a duly executed stock power therefor endorsed in blank, and the Company hereby
acknowledges possession of the Shares and stock powers. The term "Pledged
Securities," as used herein, means the shares, certificate and stock power so
delivered, plus any additional money, property or securities delivered to or
otherwise held by the Company as additional security pursuant to the provisions
of this Note. Obligor does hereby create a further such security interest in all
dividends and distributions that may hereafter be declared or paid upon the
Pledged Securities as well as any securities issued in subdivision or
combination thereof, or in substitution therefor, to be received by the Company
and held as additional security for Obligor's obligations under this Note.
Obligor shall forthwith deliver to the Company any and all of such dividends,
distributions and securities that may be at any time received by Obligor (and
the Company is authorized to retain the same), to be held by the Company as
though the same were Pledged Securities, in accordance with the terms of this
Note. Any cash received and retained by the Company as additional security
hereunder pursuant to the foregoing provisions may at any time and from time to
time be applied (in whole or in part) by the Company, at the Company's option,
to the payment of interest on and/or principal of this Note (as the Company
shall in its sold discretion determined).
Obligor represents and warrants to the Company that Obligor
has, and will have while the Pledged Securities are on deposit with the Company
hereunder, good title to all of the Pledged Securities, free and clear of all
claims, mortgages, pledges, liens, encumbrances and security interests of every
nature whatsoever (except as provided herein); provided, however, that, (i) in
the event of any sale of Pledged Securities pursuant to the express terms and
conditions of Section 1(b) of the Agreement as amended on the date hereof,
Company shall release such Pledged Securities from the security interest granted
hereby and the same shall cease to be Pledged Securities for all purposes
hereunder, and (ii) in the event of any voluntary prepayment by Obligor of all
or any portion of the principal of this Note, Company shall release that number
of the Pledged Securities (rounded to the nearest whole share) as shall equal
the principal amount so prepaid divided by $5.375.
So long as the Pledged Securities are on deposit with the
Company hereunder, Obligor shall be entitled to exercise, as Obligor shall think
fit, but in a manner not inconsistent with the terms of this Note, the voting
power with respect to the Pledged Securities, subject to the terms of the Voting
Agreement (as defined in the Agreement as amended on the date hereof).
F:\GROUP\EDGAR\13DB97\EXHIBITF.
2
<PAGE>
Obligor hereby appoints the Company as Obligor's
attorney-in-fact for the purpose of carrying out the provisions of the Agreement
as amended on the date hereof and taking any action and executing any instrument
which either may deem necessary or advisable to accomplish the purposes hereof
or thereof. Without limiting the generality of the foregoing, the Company shall
have the right and power to receive, endorse and collect all checks and other
orders for the payment of money made payable to Obligor representing any
interest or dividend or other distribution payable in respect of the Pledged
Securities or any part thereof and to give full discharge for the same.
Notwithstanding anything to the contrary contained herein, if
Obligor ceases to be an employee of the Company or any subsidiary thereof or
ceases to be engaged in consulting activities for any thereof, all amounts owing
under this Note shall thereupon become and be immediately due and payable unless
the Company notifies the Purchaser otherwise.
If (i) Obligor shall fail to make any payment hereunder on or
prior to the date on which such payment is due (including pursuant to the
immediately preceding paragraph), (ii) Obligor shall die, (iii) Obligor shall
(A) be generally not paying his debts as they become due, (B) file, consent by
answer or otherwise to the filing against it of, default with respect to, or not
timely controvert, a petition for relief or reorganization or arrangement or any
other petition in bankruptcy, for liquidation or to take advantage of any
bankruptcy or insolvency law of any jurisdiction, (C) make an assignment for the
benefit of Obligor's creditors, (D) be adjudicated insolvent; or (E) take action
for the purpose of any of the foregoing, or (iv) a court or governmental
authority of competent jurisdiction shall enter an order appointing a custodian,
receiver, trustee or other officer with similar powers with respect to Obligor
or with respect to any substantial part of Obligor's property, or an order for
relief shall be entered in any case or proceeding for liquidation or
reorganization or otherwise to take advantage of any bankruptcy or insolvency
law of any jurisdiction, or ordering the dissolution, winding-up or liquidation
of Obligor, or any petition for any such relief shall be filed against Obligor
and such petition shall not be dismissed within 60 days -- then and in any such
event (each such event referred to in this paragraph being referred to herein as
an "Event of Default"), in addition to all rights and remedies of the Company
under applicable law and otherwise, all such rights and remedies being
cumulative, not exclusive and enforceable alternatively, successively and
concurrently, the Company may, at its option, declare all amounts owing under
this Note to be due and payable, whereupon the maturity of this Note shall be
accelerated and all amounts owing hereunder shall forthwith become and be
immediately due and payable.
If an Event of Default shall occur and be continuing (without
waiver), then, and in any such event, the Company shall be entitled to exercise
any and all rights and remedies with respect to the Pledged Securities or any
part thereof as are provided by the Uniform Commercial Code of the State of New
Jersey, as now or hereafter in effect, or other applicable law. In furtherance
of and without limiting the foregoing, in such event the Company shall be
entitled, at its option and upon five days' prior notice to Obligor, to apply
all or any part of the Pledged Securities in satisfaction of amounts due under
this Note, by cancelling the Pledged Securities applied to the payment thereof
(and for the purposes hereof the Pledged Securities shall be valued at the Fair
Market Value thereof on the date of payment). Obligor recognizes that the
Company would be unable to effect a public sale of all or a part of the Pledged
Securities absent compliance with the Securities Act of 1933, as amended, as now
or hereafter in effect, and/or applicable Blue Sky or other state securities
laws, as
F:\GROUP\EDGAR\13DB97\EXHIBITF.
3
<PAGE>
now or hereafter in effect, and that compliance with the foregoing would subject
the Company to considerable expense. Accordingly, Obligor agrees that the
Company shall be deemed to have acted in a commercially reasonable manner by
cancelling Pledged Securities (in lieu of any sale thereof) as aforesaid in
satisfaction of amounts due under this Note.
Obligor and all endorsers, guarantors and sureties hereof
hereby severally waive diligence, demand, presentment, protest and notice of any
kind, and assent to extensions of the time of payment, release, surrender or
substitution of security, or forbearance or other indulgence, without notice.
Obligor may, at his or her option, at any time and from time
to time, prepay all or any part of the principal of this Note, without penalty
or premium (each such prepayment to be applied first to accrued interest and
then to principal).
This Note may not be changed, modified or terminated except by
an agreement in writing signed by the Company and Obligor.
Obligor agrees to pay all costs and expenses including
reasonable attorneys' fees, incurred by any holder of this Note in investigating
and enforcing any of such holder's rights and remedies following an Event of
Default hereunder, whether or not suit is instituted.
In the event of any litigation with respect to any of this
Note or the Collateral, Obligor waives the right to a trial by jury. Obligor
hereby irrevocably consents to the jurisdiction of the courts of the State of
New Jersey and of any federal court located in such State in connection with any
action or proceeding arising out of or relating to this Note or the Collateral.
Process in any such action or proceeding may be served on Obligor anywhere in
the world, whether within or without the State of New Jersey, by first class
certified or registered mail, postage prepaid, return receipt requested, or by
any other method allowed by law.
This Note shall be governed by New Jersey law without regard
to the conflicts of law principles thereof.
/s/ Brian King
Obligor
F:\GROUP\EDGAR\13DB97\EXHIBITF.
4
<PAGE>
SCHEDULE A TO SECURED PROMISSORY NOTE
PLEDGED SECURITIES
10,000 Shares No Par Value Concord Camera Corp. Common Stock
F:\GROUP\EDGAR\13DB97\EXHIBITF.
5
EXHIBIT G
SECURED PROMISSORY NOTE
$53,750.00 As of November 7, 1995
FOR VALUE RECEIVED, Lawrence Pesin ("Obligor") hereby promises
to pay to the order of CONCORD CAMERA CORP., a New Jersey corporation (the
"Company"), in lawful money of the United States in immediately available funds,
at 35 Mileed Way, Avenel, New Jersey, 07001, or at such other place as the
Company or any holder hereof may from time to time designate, the principal sum
of Fifty Three Thousand Seven Hundred Fifty and 00/100 Dollars ($53,750.00), on
November 6, 2000 (or earlier as hereinafter provided), and to pay interest at
such office or place from the date hereof on the unpaid principal balance hereof
(calculated on the basis of a 365-day year and actual days elapsed) at the rate
of six percent (6%) per annum, payable anually in arrears on each anniversary of
the date hereof, until such unpaid principal balance shall be due and payable
(whether at maturity, by acceleration or otherwise), and thereafter, on demand.
In no event shall the rate of interest hereunder exceed the maximum interest
rate permitted by applicable law.
Interest on this Note shall be payable in cash, except that so
long as Obligor remains an employee of the Company or any subsidiary thereof or
performs consulting activities for any thereof, Obligor may (i) apply the shares
of the Company's Common Stock pledged to the Company as provided below in
payment of interest, by delivering to the Company a letter in form and substance
reasonably satisfactory to the Company instructing it to apply the requisite
number of such shares to the payment of such interest (whereupon the number of
shares required for such payment shall be cancelled), it being understood that
for this purpose such shares shall be valued at the Fair Market Value (as
defined below) thereof on the date on which such letter is so delivered to the
Company, or (ii) deliver, as payment of interest, a secured promissory note
dated the date of payment of interest in the principal amount of such interest
payment and having substantially the same terms as this Note. Interest on this
Note may also be payable in any combination of cash, shares of the Company's
Common Stock or a secured promissory note, all on the terms described in the
preceding sentence. For the purposes hereof, the "Fair Market Value" per share
of Common Stock of the Company ("Common Stock") on any date means the average of
the closing prices for the Common Stock for the five consecutive trading days
immediately preceding such date. The closing price for the Common Stock on any
date shall be the closing price thereof officially reported on that date (or if
there were no sales on that date, on the next preceding date on which such
closing price was recorded) by the principal national securities exchange on
which the Common Stock is listed or admitted to trading, or if the Common Stock
is not listed or admitted to trading on any such national securities exchange,
the closing price as furnished by the National Association of Securities Dealers
through NASDAQ or a similar organization if NASDAQ is no longer reporting such
information, or, if the Common Stock is not reported on NASDAQ, as determined in
good faith by resolution of the Board of Directors of the Company (whose
determination shall be conclusive), based on the best information available to
it.
F:\GROUP\EDGAR\13DB97\EXHIBITG
1
<PAGE>
Pursuant to an Agreement, dated as of February 7, 1997 among
Gary M. Simon ("Simon"), the Company, Brian King, Obligor and Keith Lampert (the
"Agreement"), Simon, with the Company's consent, sold to Obligor the shares of
Common Stock listed on Schedule A hereto (the "Shares"). Obligor paid the
purchase price for the Shares by delivering to the Company this Note in partial
substitution for that certain Amended and Restated Secured Promissory Note,
dated as of November 7, 1995, from Simon to the Company in the principal amount
of $134,375.00 (the "Old Note"). Amounts not in excess of $53,750.00 in
principal, and accrued but unpaid interest on such principal amount, outstanding
under the Old Note on the date hereof shall be evidenced by and repayable in
accordance with this Note.
To secure the complete and timely performance by Obligor of
Obligor's obligations under this Note, Obligor hereby pledges to the Company,
and grants to the Company a security interest in, the Shares. To perfect such
pledge, the Company will maintain possession of the Shares, as evidenced by a
properly issued and countersigned stock certificate therefor and accompanied by
a duly executed stock power therefor endorsed in blank, and the Company hereby
acknowledges possession of the Shares and stock powers. The term "Pledged
Securities," as used herein, means the shares, certificate and stock power so
delivered, plus any additional money, property or securities delivered to or
otherwise held by the Company as additional security pursuant to the provisions
of this Note. Obligor does hereby create a further such security interest in all
dividends and distributions that may hereafter be declared or paid upon the
Pledged Securities as well as any securities issued in subdivision or
combination thereof, or in substitution therefor, to be received by the Company
and held as additional security for Obligor's obligations under this Note.
Obligor shall forthwith deliver to the Company any and all of such dividends,
distributions and securities that may be at any time received by Obligor (and
the Company is authorized to retain the same), to be held by the Company as
though the same were Pledged Securities, in accordance with the terms of this
Note. Any cash received and retained by the Company as additional security
hereunder pursuant to the foregoing provisions may at any time and from time to
time be applied (in whole or in part) by the Company, at the Company's option,
to the payment of interest on and/or principal of this Note (as the Company
shall in its sold discretion determined).
Obligor represents and warrants to the Company that Obligor
has, and will have while the Pledged Securities are on deposit with the Company
hereunder, good title to all of the Pledged Securities, free and clear of all
claims, mortgages, pledges, liens, encumbrances and security interests of every
nature whatsoever (except as provided herein); provided, however, that, (i) in
the event of any sale of Pledged Securities pursuant to the express terms and
conditions of Section 1(b) of the Agreement as amended on the date hereof,
Company shall release such Pledged Securities from the security interest granted
hereby and the same shall cease to be Pledged Securities for all purposes
hereunder, and (ii) in the event of any voluntary prepayment by Obligor of all
or any portion of the principal of this Note, Company shall release that number
of the Pledged Securities (rounded to the nearest whole share) as shall equal
the principal amount so prepaid divided by $5.375.
So long as the Pledged Securities are on deposit with the
Company hereunder, Obligor shall be entitled to exercise, as Obligor shall think
fit, but in a manner not inconsistent with the terms of this Note, the voting
power with respect to the Pledged Securities, subject to the terms of the Voting
Agreement (as defined in the Agreement as amended on the date hereof).
F:\GROUP\EDGAR\13DB97\EXHIBITG
2
<PAGE>
Obligor hereby appoints the Company as Obligor's
attorney-in-fact for the purpose of carrying out the provisions of the Agreement
as amended on the date hereof and taking any action and executing any instrument
which either may deem necessary or advisable to accomplish the purposes hereof
or thereof. Without limiting the generality of the foregoing, the Company shall
have the right and power to receive, endorse and collect all checks and other
orders for the payment of money made payable to Obligor representing any
interest or dividend or other distribution payable in respect of the Pledged
Securities or any part thereof and to give full discharge for the same.
Notwithstanding anything to the contrary contained herein, if
Obligor ceases to be an employee of the Company or any subsidiary thereof or
ceases to be engaged in consulting activities for any thereof, all amounts owing
under this Note shall thereupon become and be immediately due and payable unless
the Company notifies the Purchaser otherwise.
If (i) Obligor shall fail to make any payment hereunder on or
prior to the date on which such payment is due (including pursuant to the
immediately preceding paragraph), (ii) Obligor shall die, (iii) Obligor shall
(A) be generally not paying his debts as they become due, (B) file, consent by
answer or otherwise to the filing against it of, default with respect to, or not
timely controvert, a petition for relief or reorganization or arrangement or any
other petition in bankruptcy, for liquidation or to take advantage of any
bankruptcy or insolvency law of any jurisdiction, (C) make an assignment for the
benefit of Obligor's creditors, (D) be adjudicated insolvent; or (E) take action
for the purpose of any of the foregoing, or (iv) a court or governmental
authority of competent jurisdiction shall enter an order appointing a custodian,
receiver, trustee or other officer with similar powers with respect to Obligor
or with respect to any substantial part of Obligor's property, or an order for
relief shall be entered in any case or proceeding for liquidation or
reorganization or otherwise to take advantage of any bankruptcy or insolvency
law of any jurisdiction, or ordering the dissolution, winding-up or liquidation
of Obligor, or any petition for any such relief shall be filed against Obligor
and such petition shall not be dismissed within 60 days -- then and in any such
event (each such event referred to in this paragraph being referred to herein as
an "Event of Default"), in addition to all rights and remedies of the Company
under applicable law and otherwise, all such rights and remedies being
cumulative, not exclusive and enforceable alternatively, successively and
concurrently, the Company may, at its option, declare all amounts owing under
this Note to be due and payable, whereupon the maturity of this Note shall be
accelerated and all amounts owing hereunder shall forthwith become and be
immediately due and payable.
If an Event of Default shall occur and be continuing (without
waiver), then, and in any such event, the Company shall be entitled to exercise
any and all rights and remedies with respect to the Pledged Securities or any
part thereof as are provided by the Uniform Commercial Code of the State of New
Jersey, as now or hereafter in effect, or other applicable law. In furtherance
of and without limiting the foregoing, in such event the Company shall be
entitled, at its option and upon five days' prior notice to Obligor, to apply
all or any part of the Pledged Securities in satisfaction of amounts due under
this Note, by cancelling the Pledged Securities applied to the payment thereof
(and for the purposes hereof the Pledged Securities shall be valued at the Fair
Market Value thereof on the date of payment). Obligor recognizes that the
Company would be unable to effect a public sale of all or a part of the Pledged
Securities absent compliance with the Securities Act of 1933, as amended, as now
or hereafter in effect, and/or applicable Blue Sky or other state securities
laws, as
F:\GROUP\EDGAR\13DB97\EXHIBITG
3
<PAGE>
now or hereafter in effect, and that compliance with the foregoing would subject
the Company to considerable expense. Accordingly, Obligor agrees that the
Company shall be deemed to have acted in a commercially reasonable manner by
cancelling Pledged Securities (in lieu of any sale thereof) as aforesaid in
satisfaction of amounts due under this Note.
Obligor and all endorsers, guarantors and sureties hereof
hereby severally waive diligence, demand, presentment, protest and notice of any
kind, and assent to extensions of the time of payment, release, surrender or
substitution of security, or forbearance or other indulgence, without notice.
Obligor may, at his or her option, at any time and from time
to time, prepay all or any part of the principal of this Note, without penalty
or premium (each such prepayment to be applied first to accrued interest and
then to principal).
This Note may not be changed, modified or terminated except by
an agreement in writing signed by the Company and Obligor.
Obligor agrees to pay all costs and expenses including
reasonable attorneys' fees, incurred by any holder of this Note in investigating
and enforcing any of such holder's rights and remedies following an Event of
Default hereunder, whether or not suit is instituted.
In the event of any litigation with respect to any of this
Note or the Collateral, Obligor waives the right to a trial by jury. Obligor
hereby irrevocably consents to the jurisdiction of the courts of the State of
New Jersey and of any federal court located in such State in connection with any
action or proceeding arising out of or relating to this Note or the Collateral.
Process in any such action or proceeding may be served on Obligor anywhere in
the world, whether within or without the State of New Jersey, by first class
certified or registered mail, postage prepaid, return receipt requested, or by
any other method allowed by law.
This Note shall be governed by New Jersey law without regard
to the conflicts of law principles thereof.
/s/ Lawrence Pesin
Obligor
F:\GROUP\EDGAR\13DB97\EXHIBITG
4
<PAGE>
SCHEDULE A TO SECURED PROMISSORY NOTE
PLEDGED SECURITIES
10,000 Shares No Par Value Concord Camera Corp. Common Stock
F:\GROUP\EDGAR\13DB97\EXHIBITG
5
EXHIBIT H
SECURED PROMISSORY NOTE
$26,875.00 As of November 7, 1995
FOR VALUE RECEIVED, Keith Lampert ("Obligor") hereby promises
to pay to the order of CONCORD CAMERA CORP., a New Jersey corporation (the
"Company"), in lawful money of the United States in immediately available funds,
at 35 Mileed Way, Avenel, New Jersey, 07001, or at such other place as the
Company or any holder hereof may from time to time designate, the principal sum
of Twenty Six Thousand Eight Hundred Seventy Five and 00/100 Dollars
($26,875.00), on November 6, 2000 (or earlier as hereinafter provided), and to
pay interest at such office or place from the date hereof on the unpaid
principal balance hereof (calculated on the basis of a 365-day year and actual
days elapsed) at the rate of six percent (6%) per annum, payable annually in
arrears on each anniversary of the date hereof, until such unpaid principal
balance shall be due and payable (whether at maturity, by acceleration or
otherwise), and thereafter, on demand. In no event shall the rate of interest
hereunder exceed the maximum interest rate permitted by applicable law.
Interest on this Note shall be payable in cash, except that so
long as Obligor remains an employee of the Company or any subsidiary thereof or
performs consulting activities for any thereof, Obligor may (i) apply the shares
of the Company's Common Stock pledged to the Company as provided below in
payment of interest, by delivering to the Company a letter in form and substance
reasonably satisfactory to the Company instructing it to apply the requisite
number of such shares to the payment of such interest (whereupon the number of
shares required for such payment shall be canceled), it being understood that
for this purpose such shares shall be valued at the Fair Market Value (as
defined below) thereof on the date on which such letter is so delivered to the
Company, or (ii) deliver, as payment of interest, a secured promissory note
dated the date of payment of interest in the principal amount of such interest
payment and having substantially the same terms as this Note. Interest on this
Note may also be payable in any combination of cash, shares of the Company's
Common Stock or a secured promissory note, all on the terms described in the
preceding sentence. For the purposes hereof, the "Fair Market Value" per share
of Common Stock of the Company ("Common Stock") on any date means the average of
the closing prices for the Common Stock for the five consecutive trading days
immediately preceding such date. The closing price for the Common Stock on any
date shall be the closing price thereof officially reported on that date (or if
there were no sales on that date, on the next preceding date on which such
closing price was recorded) by the principal national securities exchange on
which the Common Stock is listed or admitted to trading, or if the Common Stock
is not listed or admitted to trading on any such national securities exchange,
the closing price as furnished by the National Association of Securities Dealers
through NASDAQ or a similar organization if NASDAQ is no longer reporting such
information, or, if the Common Stock is not reported on NASDAQ, as determined in
good faith by resolution of the Board of Directors of the Company (whose
determination shall be conclusive), based on the best information available to
it.
F:\GROUP\EDGAR\13DB97\EXHIBITH.
1
<PAGE>
Pursuant to an Agreement, dated as of February 7, 1997 among
Gary M. Simon ("Simon"), the Company, Brian King, Larry Pesin and the Obligor
(the "Agreement"), Simon, with the Company's consent, sold to Obligor the shares
of Common Stock listed on Schedule A hereto (the "Shares"). Obligor paid the
purchase price for the Shares by delivering to the Company this Note in partial
substitution for that certain Amended and Restated Secured Promissory Note,
dated as of November 7, 1995, from Simon to the Company in the principal amount
of $134,375.00 (the "Old Note"). Amounts not in excess of $26,875.00 in
principal, and accrued but unpaid interest on such principal amount, outstanding
under the Old Note on the date hereof shall be evidenced by and repayable in
accordance with this Note.
To secure the complete and timely performance by Obligor of
Obligor's obligations under this Note, Obligor hereby pledges to the Company,
and grants to the Company a security interest in, the Shares. To perfect such
pledge, the Company will maintain possession of the Shares, as evidenced by a
properly issued and countersigned stock certificate therefor and accompanied by
a duly executed stock power therefor endorsed in blank, and the Company hereby
acknowledges possession of the Shares and stock powers. The term "Pledged
Securities," as used herein, means the shares, certificate and stock power so
delivered, plus any additional money, property or securities delivered to or
otherwise held by the Company as additional security pursuant to the provisions
of this Note. Obligor does hereby create a further such security interest in all
dividends and distributions that may hereafter be declared or paid upon the
Pledged Securities as well as any securities issued in subdivision or
combination thereof, or in substitution therefor, to be received by the Company
and held as additional security for Obligor's obligations under this Note.
Obligor shall forthwith deliver to the Company any and all of such dividends,
distributions and securities that may be at any time received by Obligor (and
the Company is authorized to retain the same), to be held by the Company as
though the same were Pledged Securities, in accordance with the terms of this
Note. Any cash received and retained by the Company as additional security
hereunder pursuant to the foregoing provisions may at any time and from time to
time be applied (in whole or in part) by the Company, at the Company's option,
to the payment of interest on and/or principal of this Note (as the Company
shall in its sold discretion determined).
Obligor represents and warrants to the Company that Obligor
has, and will have while the Pledged Securities are on deposit with the Company
hereunder, good title to all of the Pledged Securities, free and clear of all
claims, mortgages, pledges, liens, encumbrances and security interests of every
nature whatsoever (except as provided herein); provided, however, that, (i) in
the event of any sale of Pledged Securities pursuant to the express terms and
conditions of Section 1(b) of the Agreement as amended on the date hereof,
Company shall release such Pledged Securities from the security interest granted
hereby and the same shall cease to be Pledged Securities for all purposes
hereunder, and (ii) in the event of any voluntary prepayment by Obligor of all
or any portion of the principal of this Note, Company shall release that number
of the Pledged Securities (rounded to the nearest whole share) as shall equal
the principal amount so prepaid divided by $5.375.
So long as the Pledged Securities are on deposit with the
Company hereunder, Obligor shall be entitled to exercise, as Obligor shall think
fit, but in a manner not inconsistent with the terms of this Note, the voting
power with respect to the Pledged Securities, subject to the terms of the Voting
Agreement (as defined in the Agreement as amended on the date hereof).
F:\GROUP\EDGAR\13DB97\EXHIBITH.
2
<PAGE>
Obligor hereby appoints the Company as Obligor's
attorney-in-fact for the purpose of carrying out the provisions of the Agreement
as amended on the date hereof and taking any action and executing any instrument
which either may deem necessary or advisable to accomplish the purposes hereof
or thereof. Without limiting the generality of the foregoing, the Company shall
have the right and power to receive, endorse and collect all checks and other
orders for the payment of money made payable to Obligor representing any
interest or dividend or other distribution payable in respect of the Pledged
Securities or any part thereof and to give full discharge for the same.
Notwithstanding anything to the contrary contained herein, if
Obligor ceases to be an employee of the Company or any subsidiary thereof or
ceases to be engaged in consulting activities for any thereof, all amounts owing
under this Note shall thereupon become and be immediately due and payable unless
the Company notifies the Purchaser otherwise.
If (i) Obligor shall fail to make any payment hereunder on or
prior to the date on which such payment is due (including pursuant to the
immediately preceding paragraph), (ii) Obligor shall die, (iii) Obligor shall
(A) be generally not paying his debts as they become due, (B) file, consent by
answer or otherwise to the filing against it of, default with respect to, or not
timely controvert, a petition for relief or reorganization or arrangement or any
other petition in bankruptcy, for liquidation or to take advantage of any
bankruptcy or insolvency law of any jurisdiction, (C) make an assignment for the
benefit of Obligor's creditors, (D) be adjudicated insolvent; or (E) take action
for the purpose of any of the foregoing, or (iv) a court or governmental
authority of competent jurisdiction shall enter an order appointing a custodian,
receiver, trustee or other officer with similar powers with respect to Obligor
or with respect to any substantial part of Obligor's property, or an order for
relief shall be entered in any case or proceeding for liquidation or
reorganization or otherwise to take advantage of any bankruptcy or insolvency
law of any jurisdiction, or ordering the dissolution, winding-up or liquidation
of Obligor, or any petition for any such relief shall be filed against Obligor
and such petition shall not be dismissed within 60 days -- then and in any such
event (each such event referred to in this paragraph being referred to herein as
an "Event of Default"), in addition to all rights and remedies of the Company
under applicable law and otherwise, all such rights and remedies being
cumulative, not exclusive and enforceable alternatively, successively and
concurrently, the Company may, at its option, declare all amounts owing under
this Note to be due and payable, whereupon the maturity of this Note shall be
accelerated and all amounts owing hereunder shall forthwith become and be
immediately due and payable.
If an Event of Default shall occur and be continuing (without
waiver), then, and in any such event, the Company shall be entitled to exercise
any and all rights and remedies with respect to the Pledged Securities or any
part thereof as are provided by the Uniform Commercial Code of the State of New
Jersey, as now or hereafter in effect, or other applicable law. In furtherance
of and without limiting the foregoing, in such event the Company shall be
entitled, at its option and upon five days' prior notice to Obligor, to apply
all or any part of the Pledged Securities in satisfaction of amounts due under
this Note, by canceling the Pledged Securities applied to the payment thereof
(and for the purposes hereof the Pledged Securities shall be valued at the Fair
Market Value thereof on the date of payment). Obligor recognizes that the
Company would be unable to effect a public sale of all or a part of the Pledged
Securities absent compliance with the Securities Act of 1933, as amended, as now
or hereafter in effect, and/or applicable Blue Sky or other state securities
laws, as
F:\GROUP\EDGAR\13DB97\EXHIBITH.
3
<PAGE>
now or hereafter in effect, and that compliance with the foregoing would subject
the Company to considerable expense. Accordingly, Obligor agrees that the
Company shall be deemed to have acted in a commercially reasonable manner by
canceling Pledged Securities (in lieu of any sale thereof) as aforesaid in
satisfaction of amounts due under this Note.
Obligor and all endorsers, guarantors and sureties hereof
hereby severally waive diligence, demand, presentment, protest and notice of any
kind, and assent to extensions of the time of payment, release, surrender or
substitution of security, or forbearance or other indulgence, without notice.
Obligor may, at his or her option, at any time and from time
to time, prepay all or any part of the principal of this Note, without penalty
or premium (each such prepayment to be applied first to accrued interest and
then to principal).
This Note may not be changed, modified or terminated except by
an agreement in writing signed by the Company and Obligor.
Obligor agrees to pay all costs and expenses including
reasonable attorneys' fees, incurred by any holder of this Note in investigating
and enforcing any of such holder's rights and remedies following an Event of
Default hereunder, whether or not suit is instituted.
In the event of any litigation with respect to any of this
Note or the Collateral, Obligor waives the right to a trial by jury. Obligor
hereby irrevocably consents to the jurisdiction of the courts of the State of
New Jersey and of any federal court located in such State in connection with any
action or proceeding arising out of or relating to this Note or the Collateral.
Process in any such action or proceeding may be served on Obligor anywhere in
the world, whether within or without the State of New Jersey, by first class
certified or registered mail, postage prepaid, return receipt requested, or by
any other method allowed by law.
This Note shall be governed by New Jersey law without regard
to the conflicts of law principles thereof.
/s/ Keith Lampert
Obligor
F:\GROUP\EDGAR\13DB97\EXHIBITH.
4
<PAGE>
SCHEDULE A TO SECURED PROMISSORY NOTE
PLEDGED SECURITIES
5,000 Shares No Par Value Concord Camera Corp. Common Stock
F:\GROUP\EDGAR\13DB97\EXHIBITH.
5
EXHIBIT I
OPTION AGREEMENT, dated as of December 22, 1996, between Brian
King (the "Optionee"), with a business address at c/o Concord Camera Corp., 35
Mileed Way, Avenel, New Jersey 07001-2403, and CONCORD CAMERA CORP. ("Concord"),
a New Jersey corporation.
WHEREAS, the Optionee is presently employed by Concord or a
subsidiary (as defined in Concord's Incentive Plan (the "Plan")) thereof
(collectively, the "Concord Group of Companies"); and
WHEREAS, Concord is desirous of increasing the incentive of
the Optionee to exert his utmost efforts to contribute to the future success and
prosperity of the Concord Group of Companies; and
WHEREAS, with Concord's consent, pursuant to that certain
Agreement, dated as of February 7, 1997 by and among Gary M. Simon ("Simon"),
the Optionee, Lawrence Pesin and Keith Lampert, the Optionee has purchased from
Simon the right and option to purchase an aggregate of 10,000 shares of
Concord's no par value common stock (the "Common Stock"); and
WHEREAS, upon execution of this Option Agreement, that certain
Option Agreement, dated as of December 22, 1996, by and between Simon and
Concord is being canceled and replaced in part by this Option Agreement;
NOW, THEREFORE, the parties agree as follows:
1. Grant of Option.
Pursuant to the Plan, and subject to the terms and conditions
set forth therein and herein, Concord hereby grants to the Optionee the right
and option (the "Option") to purchase an aggregate of 10,000 shares (the "Option
Shares") of Concord's no par value common stock (the
July 28, 1997 (11:24 am)
1
<PAGE>
"Common Stock") which Option is intended to qualify as an incentive stock
option, as defined in Section 422 of the Internal Revenue Code of 1986, as
amended (the "Code").
2. Purchase Price.
The purchase price (the "Purchase Price") of the Option Shares
shall be $1.8125 per share, subject to adjustment pursuant to Paragraph 6.
3. Time of Exercise.
(a) The Optionee shall be entitled to exercise the Option: (1)
as to 20% of total number of Option Shares as of the date hereof, and (ii) as to
an additional 1/48 of the total number of remaining Option Shares on December
31, 1996 and on the last day of each subsequent calendar month until November
30, 2000 (see attached "Exhibit A" vesting schedule).
(b) The Option shall expire and shall not be exercisable after
December 21, 2006, unless the Option shall be sooner terminated pursuant to
Paragraph 4.
(c) Notwithstanding anything to the contrary contained herein,
if the average Fair Market Value (as defined below) of one share of Common Stock
shall be equal to or greater than $5.00 for 90 consecutive trading days, the
Option shall immediately become exercisable as to all the underlying shares of
Common Stock.
4. Exercise of Option After Termination of Employment or Death.
(a) Except as provided in subparagraph 4(b) below, if the
employment of the Optionee with a member of the Concord Group of Companies shall
be terminated for any reason and immediately after such termination the Optionee
shall not then be employed by any other member of the Concord Group of
Companies, the Option to the extent not theretofore exercised or exercisable
shall expire forthwith unless otherwise agreed to by the Concord.
July 28, 1997 (11:24 am)
2
<PAGE>
(b) If the Optionee's employment with a member of the Concord
Group of Companies shall be terminated for cause by Concord or voluntarily by
Optionee without the consent of Concord, the Option, to the extent not
exercised, shall immediately terminate and cease to be exercisable. If the
Optionee's employment is terminated by death, disability, without cause by
Concord or voluntarily by Optionee with the consent of Concord, then any
unvested portion of the Option shall be forfeited and the Option may be
exercised as to the vested portion at any time or from time to time until the
earlier of four years from the date of termination or December 21, 2006.
(c) The Option may not be exercised pursuant to this Paragraph
4 except to the extent that the Optionee was entitled to exercise the Option at
the time of the termination of his employment, or at the time of his death, and
in any event may not be exercised after December 21, 2006.
5. Leave of Absence.
In the event the Optionee is on military or sick leave or
other bona fide leave of absence (such as temporary employment by the United
States or any state government), the Optionee shall be considered as remaining
in the employ of his employer for 90 days or such longer period as shall be
determined by the Board of Directors of his employer.
6. Adjustment upon Changes in Capitalization.
(a) In the event that the outstanding shares of Common Stock
are hereafter changed by reason of reorganization, merger, consolidation,
recapitalization, reclassification, stock split-up, combination or exchange of
shares and the like, or dividends payable in shares of Common Stock, an
appropriate adjustment shall be made by the Board of Directors of Concord in the
aggregate number of Option Shares and Purchase Price. If Concord shall be
reorganized, consolidated, or
July 28, 1997 (11:24 am)
3
<PAGE>
merged with another corporation, or if all or substantially all of the assets of
Concord shall be sold or exchanged, the Optionee shall thereupon, be entitled to
receive upon the exercise of the Option the same number and kind of shares of
stock or the same amount of property, cash or securities as he would have been
entitled to receive upon the occurrence of any such corporate event as if he had
been, immediately prior to such event, the holder of the number of Option Shares
covered by the Option; provided, however, that if any of such events occur, the
Board of Directors of Concord shall have the discretionary power to prevent the
Option from being disqualified as an incentive stock option.
(b) Any adjustment under this Paragraph 6 in the number of
shares of Common Stock subject to the Option shall apply proportionately to only
the unexercised and unexercisable portion of the Option. If fractions of a share
would result from any such adjustment, the adjustment shall be revised to the
next lower whole number of shares.
7. Method of Exercising Option.
(a) The Option shall be exercised by the delivery by Optionee
to Concord at its principal office (or at such other address as may be
established by Concord's Board of Directors) of written notice of the number of
shares of Common Stock with respect to which the Option is being exercised
accompanied by payment in full of the Purchase Price of such shares. Payment of
the Purchase Price for such shares of Common Stock may be made (i) in U. S.
dollars by delivery of cash or personal check, bank draft or money order payable
to the order of Concord or by money transfers or direct account debits; (ii) by
delivery of certificates representing shares of Common Stock having a fair
market value (as defined below) equal to the such Purchase Price; (iii) pursuant
to a broker-assisted "cashless exercise" program if established by Concord; and
(iv) by any
July 28, 1997 (11:24 am)
4
<PAGE>
combination of the methods of payment described in (i) through (iii) above.
(b) For purposes hereof, the fair market value of a share of
Common Stock on any date means the closing price for the Common Stock on such
date. The closing price for the Common Stock on any date shall be the closing
price thereof officially reported on that date (or if there were no sales on
that date, on the next preceding date on which such closing price was recorded)
by the principal national securities exchange on which the Common Stock is
listed or admitted to trading, or if the Common Stock is not listed or admitted
to trading on any such national securities exchange, the closing price as
furnished by the National Association of Securities Dealers through NASDAQ or a
similar organization if NASDAQ is no longer reporting such information, or, if
the Common Stock is not reported on NASDAQ, as determined in good faith by
resolution of the Board of Directors of Concord (whose determination shall be
conclusive), based on the best information available to it.
8. Withholding.
Concord's obligation to deliver shares of Common Stock upon
the exercise of the Option shall be subject to the payment by the Optionee of
any applicable federal, state and local withholding tax. Concord shall, to the
extent permitted by law, have the right to deduct from any payment of any kind
otherwise due to the Optionee any federal, state or local taxes required to be
withheld with respect to such payment. Subject to the right of Concord's Board
of Directors or any committee thereof to disapprove any such election and
require the withholding tax in cash, the Optionee shall have the right to elect
to pay the withholding tax with shares of Common Stock to
July 28, 1997 (11:24 am)
5
<PAGE>
be received upon exercise of the Option or which are otherwise owned by the
Optionee. Any election to pay withholding taxes with stock shall be irrevocable
once made.
9. Representations.
(a) Unless prior to the exercise of the Option the shares of
Common Stock issuable upon such exercise are the subject of a registration
statement filed with the Securities and Exchange Commission pursuant to the
Securities Act of 1933, as amended (the "Securities Act"), and there is then in
effect a prospectus filed as part of such registration statement meeting the
requirements of Section 10(a)(3) of the Securities Act, the notice of exercise
with respect to the Option shall be accompanied by a representation or agreement
of the Optionee to Concord to the effect that such shares are being acquired for
investment only and not with a view to the resale or distribution thereof, or
such other documentation as may be required by Concord, unless, in the opinion
of counsel to Concord, such representation, agreement or documentation is not
necessary to comply with the Securities Act. If appropriate, certificate(s) for
the Option Shares issued upon the exercise of the Option shall bear a legend
reciting that such Option Shares may only be transferred if there is then in
effect a prospectus filed as part of such registration statement meeting the
requirements of Section 10(a)(3) of the Securities Act unless, in the opinion of
counsel to Concord, such registration is not required. Concord may also issue
"stop transfer" instructions with respect to Option Shares acquired by the
exercise of the Option.
(b) Concord shall not be obligated to issue or sell any shares
of Common Stock until they have been listed on each securities exchange on which
the shares of Common Stock may then be listed and until and unless, in the
opinion of counsel to Concord, Concord may issue such shares pursuant to a
qualification or an effective registration statement, or an exemption from
registration,
July 28, 1997 (11:24 am)
6
<PAGE>
under such state and federal laws, rules or regulations as such counsel may deem
applicable. Concord shall use reasonable efforts to effect such listing,
qualification and registration, as the case may be.
10. Option Cannot be Transferred.
Unless otherwise agreed to by Concord, the Option is not
transferable otherwise than by will or the laws of descent and distribution, and
the Option may be exercised during Optionee's lifetime only by the Optionee. Any
attempt to transfer the Option in contravention of this Paragraph 10 is void ab
initio. The Option shall not be subject to execution, attachment or other
process.
11. No Rights in Option Shares.
The Optionee shall have none of the rights as a shareholder
with respect to any Option Shares until such Option Shares shall be issued to
him upon exercise of the Option.
12. Not a Contract of Employment.
Nothing contained herein shall confer upon the Optionee any
right to remain in the employ of any member of the Concord Group of Companies.
13. Miscellaneous.
This Option Agreement cannot be changed or terminated orally.
This Option Agreement contains the entire agreement between the parties relating
to the subject matter hereof. This Option Agreement has been executed in the
State of New Jersey and shall be governed by and construed in accordance with
the laws of New Jersey. The paragraph headings herein are intended for
convenience of reference only and shall not affect the interpretation hereof.
IN WITNESS WHEREOF, the parties have executed this Option
Agreement as of the day and year first above written.
July 28, 1997 (11:24 am)
7
<PAGE>
CONCORD CAMERA CORP.
By: /s/ Ira B. Lampert
Ira B. Lampert
Chairman & CEO
Optionee:
/s/ Brian King
Brian King
July 28, 1997 (11:24 am)
8
<PAGE>
<TABLE>
<CAPTION>
DATE OF OPTION EXERCISE PERIOD
GRANTEE GRANT PRICE GRANTED
FROM TO
<S> <C> <C> <C> <C> <C>
KING, BRIAN 22-Dec-96 $1.8125 22-Dec-96 21-Dec-06 7,500
KING, BRIAN 22-Dec-96 $1.8125 31-Dec-96 21-Dec-06 625
KING, BRIAN 22-Dec-96 $1.8125 31-Jan-97 21-Dec-06 625
KING, BRIAN 22-Dec-96 $1.8125 28-Feb-97 21-Dec-06 625
KING, BRIAN 22-Dec-96 $1.8125 31-Mar-97 21-Dec-06 625
KING, BRIAN 22-Dec-96 $1.8125 30-Apr-97 21-Dec-06 625
KING, BRIAN 22-Dec-96 $1.8125 31-May-97 21-Dec-06 625
KING, BRIAN 22-Dec-96 $1.8125 30-Jun-97 21-Dec-06 625
KING, BRIAN 22-Dec-96 $1.8125 31-Jul-97 21-Dec-06 625
KING, BRIAN 22-Dec-96 $1.8125 31-Aug-97 21-Dec-06 625
KING, BRIAN 22-Dec-96 $1.8125 30-Sep-97 21-Dec-06 625
KING, BRIAN 22-Dec-96 $1.8125 31-Oct-97 21-Dec-06 625
KING, BRIAN 22-Dec-96 $1.8125 30-Nov-97 21-Dec-06 625
KING, BRIAN 22-Dec-96 $1.8125 31-Dec-97 21-Dec-06 625
KING, BRIAN 22-Dec-96 $1.8125 31-Jan-98 21-Dec-06 625
KING, BRIAN 22-Dec-96 $1.8125 28-Feb-98 21-Dec-06 625
KING, BRIAN 22-Dec-96 $1.8125 31-Mar-98 21-Dec-06 625
KING, BRIAN 22-Dec-96 $1.8125 30-Apr-98 21-Dec-06 625
KING, BRIAN 22-Dec-96 $1.8125 31-May-98 21-Dec-06 625
KING, BRIAN 22-Dec-96 $1.8125 30-Jun-98 21-Dec-06 625
KING, BRIAN 22-Dec-96 $1.8125 31-Jul-98 21-Dec-06 625
KING, BRIAN 22-Dec-96 $1.8125 31-Aug-98 21-Dec-06 625
KING, BRIAN 22-Dec-96 $1.8125 30-Sep-98 21-Dec-06 625
KING, BRIAN 22-Dec-96 $1.8125 31-Oct-98 21-Dec-06 625
KING, BRIAN 22-Dec-96 $1.8125 30-Nov-98 21-Dec-06 625
KING, BRIAN 22-Dec-96 $1.8125 31-Dec-98 21-Dec-06 625
KING, BRIAN 22-Dec-96 $1.8125 31-Jan-99 21-Dec-06 625
KING, BRIAN 22-Dec-96 $1.8125 28-Feb-99 21-Dec-06 625
KING, BRIAN 22-Dec-96 $1.8125 31-Mar-99 21-Dec-06 625
KING, BRIAN 22-Dec-96 $1.8125 30-Apr-99 21-Dec-06 625
KING, BRIAN 22-Dec-96 $1.8125 31-May-99 21-Dec-06 625
KING, BRIAN 22-Dec-96 $1.8125 30-Jun-99 21-Dec-06 625
KING, BRIAN 22-Dec-96 $1.8125 31-Jul-99 21-Dec-06 625
KING, BRIAN 22-Dec-96 $1.8125 31-Aug-99 21-Dec-06 625
KING, BRIAN 22-Dec-96 $1.8125 30-Sep-99 21-Dec-06 625
KING, BRIAN 22-Dec-96 $1.8125 31-Oct-99 21-Dec-06 625
KING, BRIAN 22-Dec-96 $1.8125 30-Nov-99 21-Dec-06 625
KING, BRIAN 22-Dec-96 $1.8125 31-Dec-99 21-Dec-06 625
KING, BRIAN 22-Dec-96 $1.8125 31-Jan-00 21-Dec-06 625
July 28, 1997 (11:24 am)
9
<PAGE>
KING, BRIAN 22-Dec-96 $1.8125 31-May-97 21-Dec-06 625
KING, BRIAN 22-Dec-96 $1.8125 30-Jun-97 21-Dec-06 625
KING, BRIAN 22-Dec-96 $1.8125 31-Jul-97 21-Dec-06 625
KING, BRIAN 22-Dec-96 $1.8125 31-Aug-97 21-Dec-06 625
KING, BRIAN 22-Dec-96 $1.8125 30-Sep-97 21-Dec-06 625
KING, BRIAN 22-Dec-96 $1.8125 31-Oct-97 21-Dec-06 625
KING, BRIAN 22-Dec-96 $1.8125 30-Nov-97 21-Dec-06 625
KING, BRIAN 22-Dec-96 $1.8125 31-Dec-97 21-Dec-06 625
KING, BRIAN 22-Dec-96 $1.8125 31-Jan-98 21-Dec-06 625
KING, BRIAN 22-Dec-96 $1.8125 28-Feb-98 21-Dec-06 625
KING, BRIAN 22-Dec-96 $1.8125 31-Mar-98 21-Dec-06 625
KING, BRIAN 22-Dec-96 $1.8125 30-Apr-98 21-Dec-06 625
KING, BRIAN 22-Dec-96 $1.8125 31-May-98 21-Dec-06 625
KING, BRIAN 22-Dec-96 $1.8125 30-Jun-98 21-Dec-06 625
KING, BRIAN 22-Dec-96 $1.8125 31-Jul-98 21-Dec-06 625
KING, BRIAN 22-Dec-96 $1.8125 31-Aug-98 21-Dec-06 625
KING, BRIAN 22-Dec-96 $1.8125 30-Sep-98 21-Dec-06 625
KING, BRIAN 22-Dec-96 $1.8125 31-Oct-98 21-Dec-06 625
KING, BRIAN 22-Dec-96 $1.8125 30-Nov-98 21-Dec-06 625
KING, BRIAN 22-Dec-96 $1.8125 31-Dec-98 21-Dec-06 625
KING, BRIAN 22-Dec-96 $1.8125 31-Jan-99 21-Dec-06 625
KING, BRIAN 22-Dec-96 $1.8125 28-Feb-99 21-Dec-06 625
KING, BRIAN 22-Dec-96 $1.8125 31-Mar-99 21-Dec-06 625
KING, BRIAN 22-Dec-96 $1.8125 30-Apr-99 21-Dec-06 625
KING, BRIAN 22-Dec-96 $1.8125 31-May-99 21-Dec-06 625
KING, BRIAN 22-Dec-96 $1.8125 30-Jun-99 21-Dec-06 625
KING, BRIAN 22-Dec-96 $1.8125 31-Jul-99 21-Dec-06 625
KING, BRIAN 22-Dec-96 $1.8125 31-Aug-99 21-Dec-06 625
KING, BRIAN 22-Dec-96 $1.8125 30-Sep-99 21-Dec-06 625
KING, BRIAN 22-Dec-96 $1.8125 31-Oct-99 21-Dec-06 625
KING, BRIAN 22-Dec-96 $1.8125 30-Nov-99 21-Dec-06 625
KING, BRIAN 22-Dec-96 $1.8125 31-Dec-99 21-Dec-06 625
KING, BRIAN 22-Dec-96 $1.8125 28-Feb-00 21-Dec-06 625
KING, BRIAN 22-Dec-96 $1.8125 31-Mar-00 21-Dec-06 625
KING, BRIAN 22-Dec-96 $1.8125 30-Apr-00 21-Dec-06 625
KING, BRIAN 22-Dec-96 $1.8125 31-May-00 21-Dec-06 625
KING, BRIAN 22-Dec-96 $1.8125 30-Jun-00 21-Dec-06 625
KING, BRIAN 22-Dec-96 $1.8125 31-Jul-00 21-Dec-06 625
KING, BRIAN 22-Dec-96 $1.8125 31-Aug-00 21-Dec-06 625
KING, BRIAN 22-Dec-96 $1.8125 30-Sep-00 21-Dec-06 625
KING, BRIAN 22-Dec-96 $1.8125 31-Oct-00 21-Dec-06 625
KING, BRIAN 22-Dec-96 $1.8125 30-Nov-00 21-Dec-06 625
</TABLE>
July 28, 1997 (11:24 am)
10
EXHIBIT J
OPTION AGREEMENT, dated as of December 22, 1996, between
Lawrence Pesin (the "Optionee"), with a business address at c/o Concord Camera
Corp., 35 Mileed Way, Avenel, New Jersey 07001-2403, and CONCORD CAMERA CORP.
("Concord"), a New Jersey corporation.
WHEREAS, the Optionee is presently employed by Concord or a
subsidiary (as defined in Concord's Incentive Plan (the "Plan")) thereof
(collectively, the "Concord Group of Companies"); and
WHEREAS, Concord is desirous of increasing the incentive of
the Optionee to exert his utmost efforts to contribute to the future success and
prosperity of the Concord Group of Companies; and
WHEREAS, with Concord's consent, pursuant to that certain
Agreement, dated as of February 7, 1997 by and among Gary M. Simon ("Simon"),
Brian King, the Optionee and Keith Lampert, the Optionee has purchased from
Simon the right and option to purchase an aggregate of 10,000 shares of
Concord's no par value common stock (the "Common Stock"); and
WHEREAS, upon execution of this Option Agreement, that certain
Option Agreement, dated as of December 22, 1996, by and between Simon and
Concord is being canceled and replaced in part by this Option Agreement;
NOW, THEREFORE, the parties agree as follows:
1. Grant of Option.
Pursuant to the Plan, and subject to the terms and conditions
set forth therein and herein, Concord hereby grants to the Optionee the right
and option (the "Option") to purchase an aggregate of 10,000 shares (the "Option
Shares") of Concord's no par value common stock (the
July 28, 1997 (11:25 am)
1
<PAGE>
"Common Stock") which Option is intended to qualify as an incentive stock
option, as defined in Section 422 of the Internal Revenue Code of 1986, as
amended (the "Code").
2. Purchase Price.
The purchase price (the "Purchase Price") of the Option Shares
shall be $1.8125 per share, subject to adjustment pursuant to Paragraph 6.
3. Time of Exercise.
(a) The Optionee shall be entitled to exercise the Option: (1)
as to 20% of total number of Option Shares as of the date hereof, and (ii) as to
an additional 1/48 of the total number of remaining Option Shares on December
31, 1996 and on the last day of each subsequent calendar month until November
30, 2000 (see attached "Exhibit A" vesting schedule).
(b) The Option shall expire and shall not be exercisable after
December 21, 2006, unless the Option shall be sooner terminated pursuant to
Paragraph 4.
(c) Notwithstanding anything to the contrary contained herein,
if the average Fair Market Value (as defined below) of one share of Common Stock
shall be equal to or greater than $5.00 for 90 consecutive trading days, the
Option shall immediately become exercisable as to all the underlying shares of
Common Stock.
4.Exercise of Option After Termination of Employment or Death.
(a) Except as provided in subparagraph 4(b) below, if the
employment of the Optionee with a member of the Concord Group of Companies shall
be terminated for any reason and immediately after such termination the Optionee
shall not then be employed by any other member of the Concord Group of Companies
the Option to the extent not theretofore exercised or exercisable shall expire
forthwith unless otherwise agreed to by the Concord.
July 28, 1997 (11:25 am)
2
<PAGE>
(b) If the Optionee's employment with a member of the Concord
Group of Companies shall be terminated for cause by Concord or voluntarily by
Optionee without the consent of Concord, the Option, to the extent not
exercised, shall immediately terminate and cease to be exercisable. If the
Optionee's employment is terminated by death, disability, without cause by
Concord or voluntarily by Optionee with the consent of Concord, then any
unvested portion of the Option shall be forfeited and the Option may be
exercised as to the vested portion at any time or from time to time until the
earlier of four years from the date of termination or December 21, 2006.
(c) The Option may not be exercised pursuant to this Paragraph
4 except to the extent that the Optionee was entitled to exercise the Option at
the time of the termination of his employment, or at the time of his death, and
in any event may not be exercised after December 21, 2006.
5. Leave of Absence.
In the event the Optionee is on military or sick leave or
other bona fide leave of absence (such as temporary employment by the United
States or any state government), the Optionee shall be considered as remaining
in the employ of his employer for 90 days or such longer period as shall be
determined by the Board of Directors of his employer.
6. Adjustment upon Changes in Capitalization.
(a) In the event that the outstanding shares of Common Stock
are hereafter changed by reason of reorganization, merger, consolidation,
recapitalization, reclassification, stock split-up, combination or exchange of
shares and the like, or dividends payable in shares of Common Stock, an
appropriate adjustment shall be made by the Board of Directors of Concord in the
aggregate number of Option Shares and Purchase Price. If Concord shall be
reorganized, consolidated, or
July 28, 1997 (11:25 am)
3
<PAGE>
merged with another corporation, or if all or substantially all of the assets of
Concord shall be sold or exchanged, the Optionee shall thereupon, be entitled to
receive upon the exercise of the Option the same number and kind of shares of
stock or the same amount of property, cash or securities as he would have been
entitled to receive upon the occurrence of any such corporate event as if he had
been, immediately prior to such event, the holder of the number of Option Shares
covered by the Option; provided, however, that if any of such events occur, the
Board of Directors of Concord shall have the discretionary power to prevent the
Option from being disqualified as an incentive stock option.
(b) Any adjustment under this Paragraph 6 in the number of
shares of Common Stock subject to the Option shall apply proportionately to only
the unexercised and unexercisable portion of the Option. If fractions of a share
would result from any such adjustment, the adjustment shall be revised to the
next lower whole number of shares.
7. Method of Exercising Option.
(a) The Option shall be exercised by the delivery by Optionee
to Concord at its principal office (or at such other address as may be
established by Concord's Board of Directors) of written notice of the number of
shares of Common Stock with respect to which the Option is being exercised
accompanied by payment in full of the Purchase Price of such shares. Payment of
the Purchase Price for such shares of Common Stock may be made (i) in U. S.
dollars by delivery of cash or personal check, bank draft or money order payable
to the order of Concord or by money transfers or direct account debits; (ii) by
delivery of certificates representing shares of Common Stock having a fair
market value (as defined below) equal to the such Purchase Price; (iii) pursuant
July 28, 1997 (11:25 am)
4
<PAGE>
to a broker-assisted "cashless exercise" program if established by Concord; and
(iv) by any combination of the methods of payment described in (i) through (iii)
above.
(b) For purposes hereof, the fair market value of a share of
Common Stock on any date means the closing price for the Common Stock on such
date. The closing price for the Common Stock on any date shall be the closing
price thereof officially reported on that date (or if there were no sales on
that date, on the next preceding date on which such closing price was recorded)
by the principal national securities exchange on which the Common Stock is
listed or admitted to trading, or if the Common Stock is not listed or admitted
to trading on any such national securities exchange, the closing price as
furnished by the National Association of Securities Dealers through NASDAQ or a
similar organization if NASDAQ is no longer reporting such information, or, if
the Common Stock is not reported on NASDAQ, as determined in good faith by
resolution of the Board of Directors of Concord (whose determination shall be
conclusive), based on the best information available to it.
8. Withholding.
Concord's obligation to deliver shares of Common Stock upon
the exercise of the Option shall be subject to the payment by the Optionee of
any applicable federal, state and local withholding tax. Concord shall, to the
extent permitted by law, have the right to deduct from any payment of any kind
otherwise due to the Optionee any federal, state or local taxes required to be
withheld with respect to such payment. Subject to the right of Concord's Board
of Directors or any committee thereof to disapprove any such election and
require the withholding tax in cash, the Optionee shall have the right to elect
to pay the withholding tax with shares of Common Stock to
July 28, 1997 (11:25 am)
5
<PAGE>
be received upon exercise of the Option or which are otherwise owned by the
Optionee. Any election to pay withholding taxes with stock shall be irrevocable
once made.
9. Representations.
(a) Unless prior to the exercise of the Option the shares of
Common Stock issuable upon such exercise are the subject of a registration
statement filed with the Securities and Exchange Commission pursuant to the
Securities Act of 1933, as amended (the "Securities Act"), and there is then in
effect a prospectus filed as part of such registration statement meeting the
requirements of Section 10(a)(3) of the Securities Act, the notice of exercise
with respect to the Option shall be accompanied by a representation or agreement
of the Optionee to Concord to the effect that such shares are being acquired for
investment only and not with a view to the resale or distribution thereof, or
such other documentation as may be required by Concord, unless, in the opinion
of counsel to Concord, such representation, agreement or documentation is not
necessary to comply with the Securities Act. If appropriate, certificate(s) for
the Option Shares issued upon the exercise of the Option shall bear a legend
reciting that such Option Shares may only be transferred if there is then in
effect a prospectus filed as part of such registration statement meeting the
requirements of Section 10(a)(3) of the Securities Act unless, in the opinion of
counsel to Concord, such registration is not required. Concord may also issue
"stop transfer" instructions with respect to Option Shares acquired by the
exercise of the Option.
(b) Concord shall not be obligated to issue or sell any shares
of Common Stock until they have been listed on each securities exchange on which
the shares of Common Stock may then be listed and until and unless, in the
opinion of counsel to Concord, Concord may issue such shares pursuant to a
qualification or an effective registration statement, or an exemption from
registration,
July 28, 1997 (11:25 am)
6
<PAGE>
under such state and federal laws, rules or regulations as such counsel may deem
applicable. Concord shall use reasonable efforts to effect such listing,
qualification and registration, as the case may be.
10. Option Cannot be Transferred.
Unless otherwise agreed to by Concord, the Option is not
transferable otherwise than by will or the laws of descent and distribution, and
the Option may be exercised during Optionee's lifetime only by the Optionee. Any
attempt to transfer the Option in contravention of this Paragraph 10 is void ab
initio. The Option shall not be subject to execution, attachment or other
process.
11. No Rights in Option Shares.
The Optionee shall have none of the rights as a shareholder
with respect to any Option Shares until such Option Shares shall be issued to
him upon exercise of the Option.
12. Not a Contract of Employment.
Nothing contained herein shall confer upon the Optionee any
right to remain in the employ of any member of the Concord Group of Companies.
13. Miscellaneous.
This Option Agreement cannot be changed or terminated orally.
This Option Agreement contains the entire agreement between the parties relating
to the subject matter hereof. This Option Agreement has been executed in the
State of New Jersey and shall be governed by and construed in accordance with
the laws of New Jersey. The paragraph headings herein are intended for
convenience of reference only and shall not affect the interpretation hereof.
IN WITNESS WHEREOF, the parties have executed this Option
Agreement as of the day and year first above written.
July 28, 1997 (11:25 am)
7
<PAGE>
CONCORD CAMERA CORP.
By: /s/ Ira B. Lampert
Ira B. Lampert
Chairman & CEO
Optionee:
/s/ Lawrence Pesin
Lawrence Pesin
July 28, 1997 (11:25 am)
8
<PAGE>
<TABLE>
<CAPTION>
DATE OF OPTION EXERCISE PERIOD
GRANTEE GRANT PRICE GRANTED
FROM TO
<S> <C> <C> <C> <C> <C>
PESIN, LAWRENCE 22-Dec-96 $1.8125 22-Dec-96 21-Dec-06 7,500
PESIN, LAWRENCE 22-Dec-96 $1.8125 31-Dec-96 21-Dec-06 625
PESIN, LAWRENCE 22-Dec-96 $1.8125 31-Jan-97 21-Dec-06 625
PESIN, LAWRENCE 22-Dec-96 $1.8125 28-Feb-97 21-Dec-06 625
PESIN, LAWRENCE 22-Dec-96 $1.8125 31-Mar-97 21-Dec-06 625
PESIN, LAWRENCE 22-Dec-96 $1.8125 30-Apr-97 21-Dec-06 625
PESIN, LAWRENCE 22-Dec-96 $1.8125 31-May-97 21-Dec-06 625
PESIN, LAWRENCE 22-Dec-96 $1.8125 30-Jun-97 21-Dec-06 625
PESIN, LAWRENCE 22-Dec-96 $1.8125 31-Jul-97 21-Dec-06 625
PESIN, LAWRENCE 22-Dec-96 $1.8125 31-Aug-97 21-Dec-06 625
PESIN, LAWRENCE 22-Dec-96 $1.8125 30-Sep-97 21-Dec-06 625
PESIN, LAWRENCE 22-Dec-96 $1.8125 31-Oct-97 21-Dec-06 625
PESIN, LAWRENCE 22-Dec-96 $1.8125 30-Nov-97 21-Dec-06 625
PESIN, LAWRENCE 22-Dec-96 $1.8125 31-Dec-97 21-Dec-06 625
PESIN, LAWRENCE 22-Dec-96 $1.8125 31-Jan-98 21-Dec-06 625
PESIN, LAWRENCE 22-Dec-96 $1.8125 28-Feb-98 21-Dec-06 625
PESIN, LAWRENCE 22-Dec-96 $1.8125 31-Mar-98 21-Dec-06 625
PESIN, LAWRENCE 22-Dec-96 $1.8125 30-Apr-98 21-Dec-06 625
PESIN, LAWRENCE 22-Dec-96 $1.8125 31-May-98 21-Dec-06 625
PESIN, LAWRENCE 22-Dec-96 $1.8125 30-Jun-98 21-Dec-06 625
PESIN, LAWRENCE 22-Dec-96 $1.8125 31-Jul-98 21-Dec-06 625
PESIN, LAWRENCE 22-Dec-96 $1.8125 31-Aug-98 21-Dec-06 625
PESIN, LAWRENCE 22-Dec-96 $1.8125 30-Sep-98 21-Dec-06 625
PESIN, LAWRENCE 22-Dec-96 $1.8125 31-Oct-98 21-Dec-06 625
PESIN, LAWRENCE 22-Dec-96 $1.8125 30-Nov-98 21-Dec-06 625
PESIN, LAWRENCE 22-Dec-96 $1.8125 31-Dec-98 21-Dec-06 625
PESIN, LAWRENCE 22-Dec-96 $1.8125 31-Jan-99 21-Dec-06 625
PESIN, LAWRENCE 22-Dec-96 $1.8125 28-Feb-99 21-Dec-06 625
PESIN, LAWRENCE 22-Dec-96 $1.8125 31-Mar-99 21-Dec-06 625
PESIN, LAWRENCE 22-Dec-96 $1.8125 30-Apr-99 21-Dec-06 625
PESIN, LAWRENCE 22-Dec-96 $1.8125 31-May-99 21-Dec-06 625
PESIN, LAWRENCE 22-Dec-96 $1.8125 30-Jun-99 21-Dec-06 625
PESIN, LAWRENCE 22-Dec-96 $1.8125 31-Jul-99 21-Dec-06 625
PESIN, LAWRENCE 22-Dec-96 $1.8125 31-Aug-99 21-Dec-06 625
PESIN, LAWRENCE 22-Dec-96 $1.8125 30-Sep-99 21-Dec-06 625
PESIN, LAWRENCE 22-Dec-96 $1.8125 31-Oct-99 21-Dec-06 625
PESIN, LAWRENCE 22-Dec-96 $1.8125 30-Nov-99 21-Dec-06 625
PESIN, LAWRENCE 22-Dec-96 $1.8125 31-Dec-99 21-Dec-06 625
PESIN, LAWRENCE 22-Dec-96 $1.8125 31-Jan-00 21-Dec-06 625
July 28, 1997 (11:25 am)
9
<PAGE>
PESIN, LAWRENCE 22-Dec-96 $1.8125 31-May-97 21-Dec-06 625
PESIN, LAWRENCE 22-Dec-96 $1.8125 30-Jun-97 21-Dec-06 625
PESIN, LAWRENCE 22-Dec-96 $1.8125 31-Jul-97 21-Dec-06 625
PESIN, LAWRENCE 22-Dec-96 $1.8125 31-Aug-97 21-Dec-06 625
PESIN, LAWRENCE 22-Dec-96 $1.8125 30-Sep-97 21-Dec-06 625
PESIN, LAWRENCE 22-Dec-96 $1.8125 31-Oct-97 21-Dec-06 625
PESIN, LAWRENCE 22-Dec-96 $1.8125 30-Nov-97 21-Dec-06 625
PESIN, LAWRENCE 22-Dec-96 $1.8125 31-Dec-97 21-Dec-06 625
PESIN, LAWRENCE 22-Dec-96 $1.8125 31-Jan-98 21-Dec-06 625
PESIN, LAWRENCE 22-Dec-96 $1.8125 28-Feb-98 21-Dec-06 625
PESIN, LAWRENCE 22-Dec-96 $1.8125 31-Mar-98 21-Dec-06 625
PESIN, LAWRENCE 22-Dec-96 $1.8125 30-Apr-98 21-Dec-06 625
PESIN, LAWRENCE 22-Dec-96 $1.8125 31-May-98 21-Dec-06 625
PESIN, LAWRENCE 22-Dec-96 $1.8125 30-Jun-98 21-Dec-06 625
PESIN, LAWRENCE 22-Dec-96 $1.8125 31-Jul-98 21-Dec-06 625
PESIN, LAWRENCE 22-Dec-96 $1.8125 31-Aug-98 21-Dec-06 625
PESIN, LAWRENCE 22-Dec-96 $1.8125 30-Sep-98 21-Dec-06 625
PESIN, LAWRENCE 22-Dec-96 $1.8125 31-Oct-98 21-Dec-06 625
PESIN, LAWRENCE 22-Dec-96 $1.8125 30-Nov-98 21-Dec-06 625
PESIN, LAWRENCE 22-Dec-96 $1.8125 31-Dec-98 21-Dec-06 625
PESIN, LAWRENCE 22-Dec-96 $1.8125 31-Jan-99 21-Dec-06 625
PESIN, LAWRENCE 22-Dec-96 $1.8125 28-Feb-99 21-Dec-06 625
PESIN, LAWRENCE 22-Dec-96 $1.8125 31-Mar-99 21-Dec-06 625
PESIN, LAWRENCE 22-Dec-96 $1.8125 30-Apr-99 21-Dec-06 625
PESIN, LAWRENCE 22-Dec-96 $1.8125 31-May-99 21-Dec-06 625
PESIN, LAWRENCE 22-Dec-96 $1.8125 30-Jun-99 21-Dec-06 625
PESIN, LAWRENCE 22-Dec-96 $1.8125 31-Jul-99 21-Dec-06 625
PESIN, LAWRENCE 22-Dec-96 $1.8125 31-Aug-99 21-Dec-06 625
PESIN, LAWRENCE 22-Dec-96 $1.8125 30-Sep-99 21-Dec-06 625
PESIN, LAWRENCE 22-Dec-96 $1.8125 31-Oct-99 21-Dec-06 625
PESIN, LAWRENCE 22-Dec-96 $1.8125 30-Nov-99 21-Dec-06 625
PESIN, LAWRENCE 22-Dec-96 $1.8125 31-Dec-99 21-Dec-06 625
PESIN, LAWRENCE 22-Dec-96 $1.8125 28-Feb-00 21-Dec-06 625
PESIN, LAWRENCE 22-Dec-96 $1.8125 31-Mar-00 21-Dec-06 625
PESIN, LAWRENCE 22-Dec-96 $1.8125 30-Apr-00 21-Dec-06 625
PESIN, LAWRENCE 22-Dec-96 $1.8125 31-May-00 21-Dec-06 625
PESIN, LAWRENCE 22-Dec-96 $1.8125 30-Jun-00 21-Dec-06 625
PESIN, LAWRENCE 22-Dec-96 $1.8125 31-Jul-00 21-Dec-06 625
PESIN, LAWRENCE 22-Dec-96 $1.8125 31-Aug-00 21-Dec-06 625
PESIN, LAWRENCE 22-Dec-96 $1.8125 30-Sep-00 21-Dec-06 625
PESIN, LAWRENCE 22-Dec-96 $1.8125 31-Oct-00 21-Dec-06 625
PESIN, LAWRENCE 22-Dec-96 $1.8125 30-Nov-00 21-Dec-06 625
</TABLE>
July 28, 1997 (11:25 am)
10
EXHIBIT K
OPTION AGREEMENT, dated as of December 22, 1996, between Keith
Lampert (the "Optionee"), with a business address at c/o Concord Camera Corp.,
35 Mileed Way, Avenel, New Jersey 07001-2403, and CONCORD CAMERA CORP.
("Concord"), a New Jersey corporation.
WHEREAS, the Optionee is presently employed by Concord or a
subsidiary (as defined in Concord's Incentive Plan (the "Plan")) thereof
(collectively, the "Concord Group of Companies"); and
WHEREAS, Concord is desirous of increasing the incentive of
the Optionee to exert his utmost efforts to contribute to the future success and
prosperity of the Concord Group of Companies; and
WHEREAS, with Concord's consent, pursuant to that certain
Agreement, dated as of February 7, 1997 by and among Gary M. Simon ("Simon"),
the Optionee, Brian King and Lawrence Pesin, the Optionee has purchased from
Simon the right and option to purchase an aggregate of 5,000 shares of Concord's
no par value common stock (the "Common Stock"); and
WHEREAS, upon execution of this Option Agreement, that certain
Option Agreement, dated as of December 22, 1996, by and between Simon and
Concord is being canceled and replaced in part by this Option Agreement;
NOW, THEREFORE, the parties agree as follows:
1. Grant of Option.
Pursuant to the Plan, and subject to the terms and conditions
set forth therein and herein, Concord hereby grants to the Optionee the right
and option (the "Option") to purchase an aggregate of 5,000 shares (the "Option
Shares") of Concord's no par value common stock (the
July 28, 1997 (11:32 am)
1
<PAGE>
"Common Stock") which Option is intended to qualify as an incentive stock
option, as defined in Section 422 of the Internal Revenue Code of 1986, as
amended (the "Code").
2. Purchase Price.
The purchase price (the "Purchase Price") of the Option Shares
shall be $1.8125 per share, subject to adjustment pursuant to Paragraph 6.
3. Time of Exercise.
(a) The Optionee shall be entitled to exercise the Option: (1)
as to 20% of total number of Option Shares as of the date hereof, and (ii) as to
an additional 1/48 of the total number of remaining Option Shares on December
31, 1996 and on the last day of each subsequent calendar month until November
30, 2000 (see attached "Exhibit A" vesting schedule).
(b) The Option shall expire and shall not be exercisable after
December 21, 2006, unless the Option shall be sooner terminated pursuant to
Paragraph 4.
(c) Notwithstanding anything to the contrary contained herein,
if the average Fair Market Value (as defined below) of one share of Common Stock
shall be equal to or greater than $5.00 for 90 consecutive trading days, the
Option shall immediately become exercisable as to all the underlying shares of
Common Stock.
4.Exercise of Option After Termination of Employment or Death.
(a) Except as provided in subparagraph 4(b) below, if the
employment of the Optionee with a member of the Concord Group of Companies shall
be terminated for any reason and immediately after such termination the Optionee
shall not then be employed by any other member of the Concord Group of Companies
the Option to the extent not theretofore exercised or exercisable shall expire
forthwith unless otherwise agreed to by the Concord.
July 28, 1997 (11:32 am)
2
<PAGE>
(b) If the Optionee's employment with a member of the Concord
Group of Companies shall be terminated for cause by Concord or voluntarily by
Optionee without the consent of Concord, the Option, to the extent not
exercised, shall immediately terminate and cease to be exercisable. If the
Optionee's employment is terminated by death, disability, without cause by
Concord or voluntarily by Optionee with the consent of Concord, then any
unvested portion of the Option shall be forfeited and the Option may be
exercised as to the vested portion at any time or from time to time until the
earlier of four years from the date of termination or December 21, 2006.
(c) The Option may not be exercised pursuant to this Paragraph
4 except to the extent that the Optionee was entitled to exercise the Option at
the time of the termination of his employment, or at the time of his death, and
in any event may not be exercised after December 21, 2006.
5. Leave of Absence.
In the event the Optionee is on military or sick leave or
other bona fide leave of absence (such as temporary employment by the United
States or any state government), the Optionee shall be considered as remaining
in the employ of his employer for 90 days or such longer period as shall be
determined by the Board of Directors of his employer.
6. Adjustment upon Changes in Capitalization.
(a) In the event that the outstanding shares of Common Stock
are hereafter changed by reason of reorganization, merger, consolidation,
recapitalization, reclassification, stock split-up, combination or exchange of
shares and the like, or dividends payable in shares of Common Stock, an
appropriate adjustment shall be made by the Board of Directors of Concord in the
aggregate number of Option Shares and Purchase Price. If Concord shall be
reorganized, consolidated, or
July 28, 1997 (11:32 am)
3
<PAGE>
merged with another corporation, or if all or substantially all of the assets of
Concord shall be sold or exchanged, the Optionee shall thereupon, be entitled to
receive upon the exercise of the Option the same number and kind of shares of
stock or the same amount of property, cash or securities as he would have been
entitled to receive upon the occurrence of any such corporate event as if he had
been, immediately prior to such event, the holder of the number of Option Shares
covered by the Option; provided, however, that if any of such events occur, the
Board of Directors of Concord shall have the discretionary power to prevent the
Option from being disqualified as an incentive stock option.
(b) Any adjustment under this Paragraph 6 in the number of
shares of Common Stock subject to the Option shall apply proportionately to only
the unexercised and unexercisable portion of the Option. If fractions of a share
would result from any such adjustment, the adjustment shall be revised to the
next lower whole number of shares.
7. Method of Exercising Option.
(a) The Option shall be exercised by the delivery by Optionee
to Concord at its principal office (or at such other address as may be
established by Concord's Board of Directors) of written notice of the number of
shares of Common Stock with respect to which the Option is being exercised
accompanied by payment in full of the Purchase Price of such shares. Payment of
the Purchase Price for such shares of Common Stock may be made (i) in U. S.
dollars by delivery of cash or personal check, bank draft or money order payable
to the order of Concord or by money transfers or direct account debits; (ii) by
delivery of certificates representing shares of Common Stock having a fair
market value (as defined below) equal to the such Purchase Price; (iii) pursuant
July 28, 1997 (11:32 am)
4
<PAGE>
to a broker-assisted "cashless exercise" program if established by Concord; and
(iv) by any combination of the methods of payment described in (i) through (iii)
above.
(b) For purposes hereof, the fair market value of a share of
Common Stock on any date means the closing price for the Common Stock on such
date. The closing price for the Common Stock on any date shall be the closing
price thereof officially reported on that date (or if there were no sales on
that date, on the next preceding date on which such closing price was recorded)
by the principal national securities exchange on which the Common Stock is
listed or admitted to trading, or if the Common Stock is not listed or admitted
to trading on any such national securities exchange, the closing price as
furnished by the National Association of Securities Dealers through NASDAQ or a
similar organization if NASDAQ is no longer reporting such information, or, if
the Common Stock is not reported on NASDAQ, as determined in good faith by
resolution of the Board of Directors of Concord (whose determination shall be
conclusive), based on the best information available to it.
8. Withholding.
Concord's obligation to deliver shares of Common Stock upon
the exercise of the Option shall be subject to the payment by the Optionee of
any applicable federal, state and local withholding tax. Concord shall, to the
extent permitted by law, have the right to deduct from any payment of any kind
otherwise due to the Optionee any federal, state or local taxes required to be
withheld with respect to such payment. Subject to the right of Concord's Board
of Directors or any committee thereof to disapprove any such election and
require the withholding tax in cash, the Optionee shall have the right to elect
to pay the withholding tax with shares of Common Stock to
July 28, 1997 (11:32 am)
5
<PAGE>
be received upon exercise of the Option or which are otherwise owned by the
Optionee. Any election to pay withholding taxes with stock shall be irrevocable
once made.
9. Representations.
(a) Unless prior to the exercise of the Option the shares of
Common Stock issuable upon such exercise are the subject of a registration
statement filed with the Securities and Exchange Commission pursuant to the
Securities Act of 1933, as amended (the "Securities Act"), and there is then in
effect a prospectus filed as part of such registration statement meeting the
requirements of Section 10(a)(3) of the Securities Act, the notice of exercise
with respect to the Option shall be accompanied by a representation or agreement
of the Optionee to Concord to the effect that such shares are being acquired for
investment only and not with a view to the resale or distribution thereof, or
such other documentation as may be required by Concord, unless, in the opinion
of counsel to Concord, such representation, agreement or documentation is not
necessary to comply with the Securities Act. If appropriate, certificate(s) for
the Option Shares issued upon the exercise of the Option shall bear a legend
reciting that such Option Shares may only be transferred if there is then in
effect a prospectus filed as part of such registration statement meeting the
requirements of Section 10(a)(3) of the Securities Act unless, in the opinion of
counsel to Concord, such registration is not required. Concord may also issue
"stop transfer" instructions with respect to Option Shares acquired by the
exercise of the Option.
(b) Concord shall not be obligated to issue or sell any shares
of Common Stock until they have been listed on each securities exchange on which
the shares of Common Stock may then be listed and until and unless, in the
opinion of counsel to Concord, Concord may issue such shares pursuant to a
qualification or an effective registration statement, or an exemption from
registration,
July 28, 1997 (11:32 am)
6
<PAGE>
under such state and federal laws, rules or regulations as such counsel may deem
applicable. Concord shall use reasonable efforts to effect such listing,
qualification and registration, as the case may be.
10. Option Cannot be Transferred.
Unless otherwise agreed to by Concord, the Option is not
transferable otherwise than by will or the laws of descent and distribution, and
the Option may be exercised during Optionee's lifetime only by the Optionee. Any
attempt to transfer the Option in contravention of this Paragraph 10 is void ab
initio. The Option shall not be subject to execution, attachment or other
process.
11. No Rights in Option Shares.
The Optionee shall have none of the rights as a shareholder
with respect to any Option Shares until such Option Shares shall be issued to
him upon exercise of the Option.
12. Not a Contract of Employment.
Nothing contained herein shall confer upon the Optionee any
right to remain in the employ of any member of the Concord Group of Companies.
13. Miscellaneous.
This Option Agreement cannot be changed or terminated orally.
This Option Agreement contains the entire agreement between the parties relating
to the subject matter hereof. This Option Agreement has been executed in the
State of New Jersey and shall be governed by and construed in accordance with
the laws of New Jersey. The paragraph headings herein are intended for
convenience of reference only and shall not affect the interpretation hereof.
IN WITNESS WHEREOF, the parties have executed this Option
Agreement as of the day and year first above written.
July 28, 1997 (11:32 am)
7
<PAGE>
CONCORD CAMERA CORP.
By: /s/ Ira B. Lampert
Ira B. Lampert
Chairman & CEO
Optionee:
/s/ Keith Lampert
Keith Lampert
July 28, 1997 (11:32 am)
8
<PAGE>
<TABLE>
<CAPTION>
DATE OF OPTION EXERCISE PERIOD
GRANTEE GRANT PRICE GRANTED
FROM TO
<S> <C> <C> <C> <C> <C>
LAMPERT, KEITH 22-Dec-96 $1.8125 22-Dec-96 21-Dec-06 1,000
LAMPERT, KEITH 22-Dec-96 $1.8125 31-Dec-96 21-Dec-06 83
LAMPERT, KEITH 22-Dec-96 $1.8125 31-Jan-97 21-Dec-06 84
LAMPERT, KEITH 22-Dec-96 $1.8125 28-Feb-97 21-Dec-06 83
LAMPERT, KEITH 22-Dec-96 $1.8125 31-Mar-97 21-Dec-06 83
LAMPERT, KEITH 22-Dec-96 $1.8125 30-Apr-97 21-Dec-06 84
LAMPERT, KEITH 22-Dec-96 $1.8125 31-May-97 21-Dec-06 83
LAMPERT, KEITH 22-Dec-96 $1.8125 30-Jun-97 21-Dec-06 83
LAMPERT, KEITH 22-Dec-96 $1.8125 31-Jul-97 21-Dec-06 84
LAMPERT, KEITH 22-Dec-96 $1.8125 31-Aug-97 21-Dec-06 83
LAMPERT, KEITH 22-Dec-96 $1.8125 30-Sep-97 21-Dec-06 83
LAMPERT, KEITH 22-Dec-96 $1.8125 31-Oct-97 21-Dec-06 84
LAMPERT, KEITH 22-Dec-96 $1.8125 30-Nov-97 21-Dec-06 83
LAMPERT, KEITH 22-Dec-96 $1.8125 31-Dec-97 21-Dec-06 83
LAMPERT, KEITH 22-Dec-96 $1.8125 31-Jan-98 21-Dec-06 84
LAMPERT, KEITH 22-Dec-96 $1.8125 28-Feb-98 21-Dec-06 83
LAMPERT, KEITH 22-Dec-96 $1.8125 31-Mar-98 21-Dec-06 83
LAMPERT, KEITH 22-Dec-96 $1.8125 30-Apr-98 21-Dec-06 84
LAMPERT, KEITH 22-Dec-96 $1.8125 31-May-98 21-Dec-06 83
LAMPERT, KEITH 22-Dec-96 $1.8125 30-Jun-98 21-Dec-06 83
LAMPERT, KEITH 22-Dec-96 $1.8125 31-Jul-98 21-Dec-06 84
LAMPERT, KEITH 22-Dec-96 $1.8125 31-Aug-98 21-Dec-06 83
LAMPERT, KEITH 22-Dec-96 $1.8125 30-Sep-98 21-Dec-06 83
LAMPERT, KEITH 22-Dec-96 $1.8125 31-Oct-98 21-Dec-06 84
LAMPERT, KEITH 22-Dec-96 $1.8125 30-Nov-98 21-Dec-06 83
LAMPERT, KEITH 22-Dec-96 $1.8125 31-Dec-98 21-Dec-06 83
LAMPERT, KEITH 22-Dec-96 $1.8125 31-Jan-99 21-Dec-06 84
LAMPERT, KEITH 22-Dec-96 $1.8125 28-Feb-99 21-Dec-06 83
LAMPERT, KEITH 22-Dec-96 $1.8125 31-Mar-99 21-Dec-06 83
LAMPERT, KEITH 22-Dec-96 $1.8125 30-Apr-99 21-Dec-06 84
LAMPERT, KEITH 22-Dec-96 $1.8125 31-May-99 21-Dec-06 83
LAMPERT, KEITH 22-Dec-96 $1.8125 30-Jun-99 21-Dec-06 83
LAMPERT, KEITH 22-Dec-96 $1.8125 31-Jul-99 21-Dec-06 84
LAMPERT, KEITH 22-Dec-96 $1.8125 31-Aug-99 21-Dec-06 83
LAMPERT, KEITH 22-Dec-96 $1.8125 30-Sep-99 21-Dec-06 83
LAMPERT, KEITH 22-Dec-96 $1.8125 31-Oct-99 21-Dec-06 84
LAMPERT, KEITH 22-Dec-96 $1.8125 30-Nov-99 21-Dec-06 83
LAMPERT, KEITH 22-Dec-96 $1.8125 31-Dec-99 21-Dec-06 83
LAMPERT, KEITH 22-Dec-96 $1.8125 31-Jan-00 21-Dec-06 84
LAMPERT, KEITH 22-Dec-96 $1.8125 28-Feb-00 21-Dec-06 83
July 28, 1997 (11:32 am)
9
<PAGE>
LAMPERT, KEITH 22-Dec-96 $1.8125 31-May-97 21-Dec-06 83
LAMPERT, KEITH 22-Dec-96 $1.8125 30-Jun-97 21-Dec-06 83
LAMPERT, KEITH 22-Dec-96 $1.8125 31-Jul-97 21-Dec-06 84
LAMPERT, KEITH 22-Dec-96 $1.8125 31-Aug-97 21-Dec-06 83
LAMPERT, KEITH 22-Dec-96 $1.8125 30-Sep-97 21-Dec-06 83
LAMPERT, KEITH 22-Dec-96 $1.8125 31-Oct-97 21-Dec-06 84
LAMPERT, KEITH 22-Dec-96 $1.8125 30-Nov-97 21-Dec-06 83
LAMPERT, KEITH 22-Dec-96 $1.8125 31-Dec-97 21-Dec-06 83
LAMPERT, KEITH 22-Dec-96 $1.8125 31-Jan-98 21-Dec-06 84
LAMPERT, KEITH 22-Dec-96 $1.8125 28-Feb-98 21-Dec-06 83
LAMPERT, KEITH 22-Dec-96 $1.8125 31-Mar-98 21-Dec-06 83
LAMPERT, KEITH 22-Dec-96 $1.8125 30-Apr-98 21-Dec-06 84
LAMPERT, KEITH 22-Dec-96 $1.8125 31-May-98 21-Dec-06 83
LAMPERT, KEITH 22-Dec-96 $1.8125 30-Jun-98 21-Dec-06 83
LAMPERT, KEITH 22-Dec-96 $1.8125 31-Jul-98 21-Dec-06 84
LAMPERT, KEITH 22-Dec-96 $1.8125 31-Aug-98 21-Dec-06 83
LAMPERT, KEITH 22-Dec-96 $1.8125 30-Sep-98 21-Dec-06 83
LAMPERT, KEITH 22-Dec-96 $1.8125 31-Oct-98 21-Dec-06 84
LAMPERT, KEITH 22-Dec-96 $1.8125 30-Nov-98 21-Dec-06 83
LAMPERT, KEITH 22-Dec-96 $1.8125 31-Dec-98 21-Dec-06 83
LAMPERT, KEITH 22-Dec-96 $1.8125 31-Jan-99 21-Dec-06 84
LAMPERT, KEITH 22-Dec-96 $1.8125 28-Feb-99 21-Dec-06 83
LAMPERT, KEITH 22-Dec-96 $1.8125 31-Mar-99 21-Dec-06 83
LAMPERT, KEITH 22-Dec-96 $1.8125 30-Apr-99 21-Dec-06 84
LAMPERT, KEITH 22-Dec-96 $1.8125 31-May-99 21-Dec-06 83
LAMPERT, KEITH 22-Dec-96 $1.8125 30-Jun-99 21-Dec-06 83
LAMPERT, KEITH 22-Dec-96 $1.8125 31-Jul-99 21-Dec-06 84
LAMPERT, KEITH 22-Dec-96 $1.8125 31-Aug-99 21-Dec-06 83
LAMPERT, KEITH 22-Dec-96 $1.8125 30-Sep-99 21-Dec-06 83
LAMPERT, KEITH 22-Dec-96 $1.8125 31-Oct-99 21-Dec-06 84
LAMPERT, KEITH 22-Dec-96 $1.8125 30-Nov-99 21-Dec-06 83
LAMPERT, KEITH 22-Dec-96 $1.8125 31-Dec-99 21-Dec-06 83
LAMPERT, KEITH 22-Dec-96 $1.8125 31-Mar-00 21-Dec-06 83
LAMPERT, KEITH 22-Dec-96 $1.8125 30-Apr-00 21-Dec-06 84
LAMPERT, KEITH 22-Dec-96 $1.8125 31-May-00 21-Dec-06 83
LAMPERT, KEITH 22-Dec-96 $1.8125 30-Jun-00 21-Dec-06 83
LAMPERT, KEITH 22-Dec-96 $1.8125 31-Jul-00 21-Dec-06 84
LAMPERT, KEITH 22-Dec-96 $1.8125 31-Aug-00 21-Dec-06 83
LAMPERT, KEITH 22-Dec-96 $1.8125 30-Sep-00 21-Dec-06 83
LAMPERT, KEITH 22-Dec-96 $1.8125 31-Oct-00 21-Dec-06 84
LAMPERT, KEITH 22-Dec-96 $1.8125 30-Nov-00 21-Dec-06 83
</TABLE>
July 28, 1997 (11:32 am)
10
