SCHEDULE 14C
(Rule 14c-101)
INFORMATION REQUIRED IN INFORMATION STATEMENT
SCHEDULE 14C INFORMATION
Information Statement Pursuant to Section 14(c)
Of the Securities Exchange Act of 1934
Check the appropriate box:
x Preliminary information statement
Confidential, for use of the Commission Only (as permitted by
Rule 14c-5(d) (2)
Definitive information statement
SK TECHNOLOGIES CORPORATION
(Name of Registrant as Specified in Charter)
Payment of Filing Fee (Check the appropriate box):
x $125 per Exchange Act Rules 0-11(c) (1)
(ii), or14c-5(g).
Fee computed on table below per Exchange
Act Rules 14c-5(g)
(1) Title of each class of securities to which
transaction applies:
Common Stock, Preferred Stock
(2) Aggregate number of securities to which
transaction applies:
6,130,495 Shares of Common Stock
655,067 Shares of Preferred Stock
(3) Per unit price or other underlying value of
transaction computed pursuant to Exchange
Act Rule 0-11 (Set forth the amount on
which the filing fee is calculated and
state how it was determined):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
$125
Fee paid previously with preliminary materials.
Check box if any part of the fee is offset as provided
by Exchange Act Rule 0-1(a) (2) and identify the filing for which
the offsetting fee was paid previously. Identify the previous
filing by registration statement number, or the Form or Schedule and
the date of its filing.
(1) Amount previously paid:
n/a
(2) Form, Schedule or Registration Statement No.:
n/a
(3) Filing party:
n/a
(4) Date filed:
n/a <PAGE>
SK TECHNOLOGIES CORPORATION
1650 S. Dixie Highway
Boca Raton, Florida 33432
INFORMATION STATEMENT
WE ARE NOT ASKING YOU FOR A PROXY,
AND YOU ARE REQUESTED NOT TO SEND US A PROXY
GENERAL
This Information Statement is being furnished to the
stockholders of record of SK Technologies Corporation, a Delaware
corporation (the "Company"), in connection with the proposed
adoption of a Certificate of Amendment to the Company's Certificate
of Incorporation (the "Amendment"), and a 1995 Stock Option Plan, by
the written consent of the holders of a majority in interest of the
Company's voting capital stock ("Voting Capital Stock") consisting
of the Company's outstanding Common Stock ("Common Stock") and
Series B Preferred Stock ("Preferred Stock"). On August 1, 1996,
the Company's Board of Directors approved and recommended that the
Certificate of Incorporation be amended in order to reduce the
number of authorized shares of Common and Preferred Stock as
follows: (1) decrease the number of authorized shares of Common
Stock from 45,000,000 to 25,000,000, and (2) decrease the number of
authorized shares of Preferred Stock from 50,000,000 to 5,000,000.
The proposed amendment will become effective upon (i) a written
consent of the holders of not less than a majority of the Company's
outstanding Voting Capital Stock approving the Amendment and (ii)
the filing of the Certificate of Amendment to the Certificate of
Incorporation with the Secretary of State of the State of Delaware.
The Company anticipates that the filing of the written consent with
the Company's Secretary, will occur on or about __________, 1996
(the "Effective Date"). If the Amendment were not adopted by
written consent, it would have been required to be considered by the
Company's stockholders at a special stockholders' meeting convened
for the specific purpose of approving the Amendment.
The Company's Board of Directors also approved and recommended
that the Company adopt a 1995 Stock Option Plan which was previously
approved by the Board of Directors on November 27, 1995.
The elimination of the need for a special meeting of
stockholders to approve the Amendment is made possible by Section
228 of the Delaware General Corporation Law (the "Delaware Law")
which provides that the written consent of the holders of
outstanding shares of Voting Capital Stock, having not less than the
minimum number of votes which would be necessary to authorize or
take such action at a meeting at which all shares entitled to vote
thereon were present and voted, may be substituted for such a
special meeting. Pursuant to Section 242 of the Delaware Law, a
majority of the outstanding shares of Voting Capital Stock entitled
to vote thereon is required in order to amend the Company's
Certificate of Incorporation. In order to eliminate the costs and
management time involved in holding a special meeting and in order
to effect the Amendment as early as possible in order to accomplish
the purposes of the Company as hereafter described, the Board of
Directors of the Company voted to utilize the written consent of the
holders of a majority in interest of the Voting Capital Stock of the
Company. As discussed hereafter, the Board of Directors has
recommended the Amendment in order to permit a reduction in the
number of Common and Preferred Shares outstanding.
David Peipers and related entities beneficially own in the
aggregate approximately 3,069,435 shares of the Company's Voting
Capital Stock, representing approximately 45% (as of September 16,
1996) of the outstanding Voting Capital Stock of the Company
entitled to vote on this Amendment and the Stock Option Plan. C.
Shelton James and related entities beneficially own in the aggregate
approximately 1,195,080 shares of the Company's Voting Stock,
representing approximately 18% (as of September 16, 1996) of the
outstanding Voting Capital Stock of the Company entitled to vote on
this Amendment and the Stock Option Plan. The written consent of
such persons to the Amendment and their approval of the Stock Option
Plan will become effective upon the filing of their written consents
with the Secretary of the Company. The Company anticipates that the
filing of such written consents will occur on or about __________,
1996, following which the Company will prepare and file a
Certificate of Amendment to its Certificate of Incorporation with
the State of Delaware effecting reducing the number of authorized
shares of Common and Preferred stock as follows: (1) decrease the
number of authorized shares of Common stock from 45,000,000 to
25,000,000, and (2) decrease the number of authorized shares of
Preferred stock from 50,000,000 to 5,000,000. A copy of the
proposed Amendment to the Company's Certificate of Incorporation is
set forth as Exhibit A to this Information Statement. The record
date established by the Company for purposes of determining the
number of outstanding shares of Voting Capital Stock of the Company
is ______________, 1996 (the "Record Date").
Pursuant to Section 228 of the Delaware Law, the Company is
required to provide prompt notice of the taking of the corporate
action without a meeting to the stockholders of record who have not
consented in writing to such action. Inasmuch as the Company will
have provided to its stockholders of record this Information
Statement, the Company will disclose in its next Quarterly Report on
Form 10-QSB, the effective date of the Amendment. No additional
action will be undertaken pursuant to such written consents, and no
dissenters' rights under the Delaware Law are afforded to the
Company's stockholders as a result of the adoption of the Amendment.
EXECUTIVE OFFICES
The Company's principal executive offices are located at 1650
S. Dixie Highway, Boca Raton, Florida 33432. The telephone number
is (561) 393-7540, fax number is (561) 395-2499, and the home page
is http://www.storekare.com.
OUTSTANDING VOTING STOCK OF THE COMPANY
As of the Record Date, there were _____________ shares of
Common Stock outstanding and ______________ shares of Preferred
Stock outstanding, which are convertible into an aggregate of
____________ shares of Common Stock. The Common Stock and Series B
Preferred Stock constitute the sole classes of voting securities of
the Company. Each share of Common Stock and Preferred Stock
entitles the holder thereof to one vote on all matters submitted to
stockholders.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
OWNERS AND MANAGEMENT
The following table sets forth Common and Preferred Stock
ownership information as of August 31, 1996, with respect to (i)
each person known to the Company to be the beneficial owner of more
than 5% of the Company's Common and Preferred Stock; (ii) each
director of the Company; (iii) each person intending to file a
written consent to the adoption of the Amendment described herein;
and (iv) all directors, executive officers and designated
stockholders of the Company as a group.
Amount of
Beneficial
Ownership of Percent
Name and Voting of Voting
Address Securities (1) Securities
Calvin S. Shoemaker 80,091 1.18%
1650 S. Dixie Highway
Boca Raton, FL 33432
Gary S. Spirer 106,300 1.57%
150 East 58th Street
New York, NY 10155
Capital Hill Group 3,945 .06%
Gary Spirer, President
150 E. 58th Street
New York, NY 10155
David H. Peipers 315,811 4.65%
610 Fifth Avenue
New York, NY 10020
Cornerhouse Ltd. Pship 837,294 12.34%
David Peipers, G.P.
610 Fifth Avenue
New York, NY 10020
Winsome Ltd. Pship 603,909 8.90%
David Peipers, G.P.
610 Fifth Avenue
New York, NY 10020
Segrets, Inc 1,312,421 19.34%
David Peipers, Chairman
66 Cherry Hill Drive
Beverly, MA 01915
C. Shelton James 4,973 .07%
4000 Hollywood Blvd.
Hollywood, FL 33021
Fundamental Management Corp. 93 .00001%
C. Shelton James, President
4000 Hollywood Blvd.
Hollywood, FL 33021
Fundamental Active 1,056,681 15.57%
Investors Ltd II
Fundamental Mgmt Corp, G.P.
4000 Hollywood Blvd.
Hollywood, FL 33021
Fundamental Growth 33,333 .49%
Partners Ltd
Fundamental Mgmt Corp, G.P.
4000 Hollywood Blvd.
Hollywood, FL 33021
Fundamental Associates 50,000 .74%
Fundamental Mgmt Corp, G.P.
4000 Hollywood Blvd.
Hollywood, FL 33021
Fundamental Resources 50,000 .74%
Fundamental Mgmt Corp, G.P.
4000 Hollywood Blvd.
Hollywood, FL 33021
Melvin Goldberger 20,033 .30%
1799 South Dixie Highway
Boca Raton, FL 33432
Seventh Investment 122,229 1.80%
Bancing Corp.
Melvin Goldberger, President
1700 South Dixie Highway
Boca Raton, FL 33432
All Directors and 4,668,629 68.80%
Executive Officers as
a Group (7 Persons)
(1)The amount of beneficial ownership of Voting Capital Stock
includes 344,367 shares of Preferred Stock owned by all directors
and executive officers. Such shares are convertible into 344,367
shares of Common Stock.
AMENDMENTS TO THE CERTIFICATE OF INCORPORATION
Reduction of the Number of Authorized Shares of the Company's
Common and Preferred Stock
The Board of Directors proposes to reduce the number of
authorized shares of the Company's Common and Preferred Stock as
follows: (1) decrease the number of authorized shares of Common
Stock from 45,000,000 to 25,000,000, and (2) decrease the number of
authorized shares of Preferred Stock from 50,000,000 to 5,000,000.
The Board of Directors believes that reduction of the number of
authorized shares will not impair the conduct or operations of the
Company. Additionally, the Company is obligated to pay franchise
taxes to the State of Delaware on an annual basis which is computed
in part on the number of authorized shares of the Company's
securities. A reduction in the number of authorized shares of the
Company's securities will enable the Company to reduce the amount of
payments that will be required in order to satisfy its franchise tax
obligations to the State of Delaware.
The Company does not propose to modify the number of shares of
Common Stock and Preferred Stock issued and outstanding. The
Amendment will not change the proportionate equity interests of the
Company's stockholders. Voting rights and other rights of the
stockholders will not be altered by the Amendment.
No Dissenter's Rights
Under Delaware law, stockholders are not entitled to
dissenter's rights of appraisal with respect to the Company's
Amendment to the Company's Certificate of Incorporation to effect
the reduction of the number of authorized shares of the Company's
Common and Preferred Stock.
No Exchange of Stock Certificates
The stockholders will not need to exchange their stock
certificates for new stock certificates.
ADOPTION OF THE 1995 STOCK OPTION PLAN
On November 27, 1995, the Board of Directors approved and
recommended to adopt a stock option plan called the "1995 Stock
Option Plan". A copy of the 1995 Stock Option Plan (the "Plan") is
attached hereto as Exhibit B.
The Board of Directors has determined that the Plan will work
to increase the employees', consultants' and non-employee directors'
proprietary interest in the Company and to align more closely their
interests with the interests of the Company's shareholders. The
Plan will also maintain the Company's ability to attract and retain
the services of experienced and highly qualified employees and non-
employee directors. The Board of Directors believes that the Plan
is in the Company's best interests and therefore recommends adoption
of the Plan on essentially the terms and conditions as are set forth
below.
Under the Plan, the Company has reserved an aggregate of
1,400,000 shares of Common Stock for issuance pursuant to options
granted under the Plan ("Plan Options"). The Board of Directors or
Compensation Committee of the Board of Directors (the "Committee")
of the Company administers the Plan including, without limitation,
the selection of the persons who will be granted Plan Options under
the Plan, the type of Plan Options to be granted, the number of
shares subject to each Plan Option and the Plan Option price.
Plan Options granted under the Plan may either be options
qualifying as incentive stock options ("Incentive Options") under
Section 422 of the Internal Revenue Code of 1986, as amended, or
options that do not so qualify ("Non-Qualified Options"). In
addition, the Plan also allows for the inclusion of a reload option
provision ("Reload Option"), which permits an eligible person to pay
the exercise price of the Plan Option with shares of Common Stock
owned by the eligible person and receive a new Plan Option to
purchase shares of Common Stock equal in number to the tendered
shares. Any Incentive Option granted under the Plan must provide
for an exercise price of not less than 100% of the fair market value
of the underlying shares on the date of such grant, but the exercise
price of any Incentive Option granted to an eligible employee owning
more than 10% of the Company's Common Stock must be at least 110% of
such fair market value as determined on the date of the grant. The
term of each Plan Option and the manner in which it may be exercised
is determined by the Board of Directors or the Committee, provided
that no Plan Option may be exercisable more than 10 years after the
date of its grant and, in the case of an Incentive Option granted to
an eligible employee owning more than 10% of the Company's Common
Stock, nor more than five years after the date of the grant.
The exercise price of Non-Qualified Options shall be
determined by the Board of Directors or the Committee.
The per share purchase price of shares subject to Plan Options
granted under the Plan may be adjusted in the event of certain
changes in the Company's capitalization, but any such adjustment
shall not change the total purchase price payable upon the exercise
in full of Plan Options granted under the Plan.
Officers, directors, key employees and consultants of the
Company and its subsidiaries are eligible to receive Non-Qualified
Options under the Plan. Only officers, directors and employees of
the Company who are employed by the Company or by any subsidiary
thereof are eligible to receive Incentive Options.
All Plan Options are nonassignable and nontransferable, except
by will or by the laws of descent and distribution, and during the
lifetime of the optionee, may be exercised only by such optionee.
If an optionee's employment is terminated for any reason, other than
his death or disability or termination for cause, or if an optionee
is not an employee of the Company but is a member of the Company's
Board of Directors and his service as a director is terminated for
any reason, other than death or disability, the Plan Option granted
to him shall lapse to the extent unexercised on the earlier of the
expiration date or 3 months following the date of termination. If
the optionee dies during the term of his employment, the Plan Option
granted to him shall lapse to the extent unexercised on the earlier
of the expiration date of the Plan Option or the date one year
following the date of the optionee's death. If the optionee is
permanently and totally disabled within the meaning of Section
22(c)(3) of the Internal Revenue Code of 1986, the Plan Option
granted to him lapses to the extent unexercised on the earlier of
the expiration date of the option or one year following the date of
such disability.
The Board of Directors or Committee may amend, suspend or
terminate the Plan at any time, except that no amendment shall be
made which (i) increases the total number of shares subject to the
Plan or changes the minimum purchase price therefore (except in
either case in the event of adjustments due to changes in the
Company's capitalization), (ii) affects outstanding Plan Options or
any exercise right thereunder, (iii) extends the term of any Plan
Option beyond ten years, or (iv) extends the termination date of the
Plan. Unless the Plan shall theretofore have been suspend or
terminated by the Board of Directors, the Plan shall terminate on
November 27, 2005. Any such termination of the Plan shall not
affect the validity of any Plan Options previously granted
thereunder.
The following discussion is based on federal income tax laws
and regulations in effect as of the date hereto. It does not
purport to be a complete description of the federal income tax
consequences of the Plan, nor does it describe the consequences of
state, local or foreign tax laws which may be applicable.
Accordingly, any person receiving a grant under the Plan should
consult with his own tax advisor.
An employee granted an Incentive Stock Option does not
recognize taxable income either at the date of grant or at the date
of its timely exercise. However, the excess of the fair market
value of Common Stock received upon exercise of the Incentive Stock
Option over the Option exercise price is an item of tax preference
under Section 57(a)(3) of the Code and may be subject to the
alternative minimum tax imposed by Section 55 of the Code. Upon
disposition of stock acquired on exercise of an Incentive Stock
Option, long-term capital gain or loss is recognized in an amount
equal to the difference between the sales price and the Incentive
Stock Option exercise price, provided that the option holder has not
disposed of the stock within two years from the date of grant and
within one year from the date of exercise. If the Incentive Stock
Option holder disposes of the acquired stock (including the transfer
of acquired stock in payment of the exercise price of an Incentive
Stock Option) without complying with both of these holding period
requirements ("Disqualifying Disposition"), the option holder will
recognize ordinary income at the time of such Disqualifying
Disposition to the extent of the difference between the exercise
price and the lesser of the fair market value of the stock on the
date the Incentive Stock Option is exercised (the value six months
after the date of exercise may govern in the case of an employee
whose sale of stock at a profit could subject him to suit under
Section 16(b) of the Securities Exchange Act of 1934) or the amount
realized on such Disqualifying Disposition. Any remaining gain or
loss is treated as a short-term or long-term capital gain or loss,
depending on how long the shares are held. In the event of a
Disqualifying Disposition, the Incentive Stock Option tax preference
described above may not apply (although, where the Disqualifying
Disposition occurs subsequent to the years the Incentive Stock
Option is exercised, it may be necessary for the employee to amend
his return to eliminate the tax preference item previously
reported). The Company and its subsidiaries are not entitled to a
tax deduction upon either exercise of an Incentive Stock Option or
disposition of stock acquired pursuant to such an exercise, except
to the extent that the Option holder recognized ordinary income in
a Disqualifying Disposition.
In respect to the holder of Non-Qualified Options, the option
holder does not recognize taxable income on the date of the grant of
the Non-Qualified Option, but recognizes ordinary income generally
at the date of exercise in the amount of the difference between the
option exercise price and the fair market value of the Common Stock
on the date of exercise. However, if the holder of Non-Qualified
Options is subject to the restrictions on resale of Common Stock
under Section 16 of the Securities Exchange Act of 1944, such person
generally recognizes ordinary income at the end of the six-month
period following the date of exercise in the amount of the
difference between the option exercise price and the fair market
value of the Common Stock at the end of the six-month period.
Nevertheless, such holder may elect within 30 days after the date of
exercise to recognize ordinary income as of the date of exercise.
The amount of ordinary income recognized by the option holder is
deductible by the Company in the year that income is recognized. As
of the date hereof, the Company has granted 914,750 Plan Options
subject to stockholder approval of the Plan.
The complete text of the Amendment to the Certificate of
Incorporation is set forth as Exhibit A to this Information
Statement.
BY ORDER OF THE BOARD OF DIRECTORS
/s/ Calvin S. Shoemaker
Calvin S. Shoemaker, President
EXHIBIT A
CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
OF
SK TECHNOLOGIES CORPORATION
SK Technologies Corporation (hereinafter referred to as the
"Company"), a corporation organized and existing under the General
Corporation Law of the State of Delaware, does hereby certify:
First: That, pursuant to authority conferred upon the Board of
Directors by the Certificate of Incorporation, as amended, of the
Company, a majority of the Board of Directors, at a meeting on
August 1, 1996, approved and recommended amendments to the
Certificate of Incorporation of the Company, and
Second: That shareholders owning ____________ of the
_________ shares of the Company's Common and Preferred Stock issued
and outstanding as of ________, 1996, representing a majority in
interest of all the issued and outstanding shares of the
Corporation, approved by written consent, the adoption of the
proposed amendment to the Certificate of Incorporation.
Third: That the following amendments to Article IV of the
Certificate of Incorporation were duly adopted in accordance with
Section 242 of Title 8 of the General Corporation Law of the State
of Delaware:
Capital Stock Classes
The total number of shares of all classes of capital
stock which the Company has the authority to issue is
30,000,000 shares which is divided into two classes as
follows:
25,000,000 shares of Common Stock with $.001 par value
per share, and
5,000,000 shares of Preferred Stock with $.001 par value
per share.
1,000,000 shares of the Preferred Stock is
hereby given the distinctive designation of
"Series B Convertible Redeemable Preferred
Stock" of which the preferences and
relative participating, optional or other
special rights, and the qualifications,
limitations or restrictions thereof shall
not be changed under or by reason of said
amendment.
<PAGE>
IN WITNESS WHEREOF, the undersigned have caused its corporate
seal to be affixed and this Certificate to be executed by its
President and Secretary as of the day of .
Attest: SK Technologies Corporation
By:
Susan Fedderman Calvin S. Shoemaker
Secretary President
STATE OF FLORIDA )
) SS:
COUNTY OF PALM BEACH )
The Foregoing instrument was acknowledged before me this
day of , 1996, by Calvin S. Shoemaker,
President and Susan Fedderman, Secretary of SK Technologies
Corporation, a Delaware corporation, on behalf of the Company.
Notary Public
State of Florida
My Commission Expires:
EXHIBIT B
SK TECHNOLOGIES CORPORATION
1995 STOCK OPTION PLAN
1. Grant of Options: Generally. In accordance with the
provisions hereinafter set forth in this stock option plan, the name
of which is the SK TECHNOLOGIES CORPORATION 1995 STOCK OPTION PLAN
(the "Plan"), the Stock Option Committee of SK Technologies
Corporation (the "Corporation") is hereby authorized to issue from
time to time on the Corporation's behalf to any one or more Eligible
Persons, as hereinafter defined, options to acquire shares of the
Corporation's $.001 par value common stock (the "Stock").
2. Type of Options. The Stock Option Committee is
authorized to issue options which meet the requirements of Section
422 of the Internal Revenue Code of 1986, as amended (the "Code"),
which options are hereinafter referred to collectively as ISOs, or
singularly as an ISO. The Stock Option Committee is also, in its
discretion, authorized to issue options which are not ISOs, which
options are hereinafter referred to collectively as NSOs, or
singularly as an NSO. The Stock Option Committee is also authorized
to issue "Reload Options" in accordance with Paragraph 8 herein,
which options are hereinafter referred to collectively as Reload
Options, or singularly as a Reload Option. Except where the context
indicates to the contrary, the term "Option" or "Options" means
ISOs, NSOs and Reload Options.
3. Amount of Stock. The aggregate number of shares of
Stock which may be purchased pursuant to the exercise of Options
shall be 1,400,000 shares. Of this amount, the Stock Option
Committee shall have the power and authority to designate whether
any Options so issued shall be ISOs or NSOs, subject to the
restrictions on ISOs contained elsewhere herein. If an Option
ceases to be exercisable, in whole or in part, the shares of Stock
underlying such Option shall continue to be available under this
Plan. Further, if shares of Stock are delivered to the Corporation
as payment for shares of Stock purchased by the exercise of an
Option granted under this Plan, such shares of Stock shall also be
available under this Plan. If there is any change in the number of
shares of Stock on account of the declaration of stock dividends,
recapitalization resulting in stock split-ups, or combinations or
exchanges of shares of Stock, or otherwise, the number of shares of
Stock available for purchase upon the exercise of Options, the
shares of Stock subject to any Option and the exercise price of any
outstanding Option shall be appropriately adjusted by the Stock
Option Committee. The Stock Option Committee shall give notice of
any adjustments to each Eligible Person granted an Option under this
Plan, and such adjustments shall be effective and binding on all
Eligible Persons. If because of one or more recapitalizations,
reorganizations or other corporate events, the holders of
outstanding Stock receive something other than shares of Stock then,
upon exercise of an Option, the Eligible Person will receive what
the holder would have owned if the holder had exercised the Option
immediately before the first such corporate event and not disposed
of anything the holder received as a result of the corporate event.
<PAGE>
4. Eligible Persons.
(a) With respect to ISOs, an Eligible Person means any
individual who is employed by the Corporation or by any subsidiary
of the Corporation.
(b) With respect to NSOs, an Eligible Person means (1)
any individual who is employed by the Corporation or by any
subsidiary of the Corporation, or (2) any director of the
Corporation or by any subsidiary of the Corporation.
5. Grant of Options. The Corporation grants to the Stock
Option Committee the right to issue the Options established by this
Plan to Eligible Persons. The Stock Option Committee shall follow
the procedures prescribed for it elsewhere in this Plan. A grant of
Options shall be set forth in a writing signed by the chairman of
the Stock Option Committee or the President/CEO of the Corporation.
The writing shall identify whether the Option being granted is an
ISO or an NSO and shall set forth the terms which govern the Option.
The terms shall be determined by the Stock Option Committee, and may
include, among other terms, the number of shares of Stock that may
be acquired pursuant to the exercise of the Options, when the
Options may be exercised, the period for which the Option is granted
and including the expiration date, the effect on the Options if the
Eligible Person terminates employment and whether the Eligible
Person may deliver shares of Stock to pay for the shares of Stock to
be purchased by the exercise of the Option. However, no term shall
be set forth in the writing which is inconsistent with any of the
terms of this Plan. The terms of an Option granted to an Eligible
Person may differ from the terms of an Option granted to another
Eligible Person, and may differ from the terms of an earlier Option
granted to the same Eligible Person.
6. Option Price. The Option price per share shall be
determined by the Committee on the date any option is granted, and
shall be not less than (i) the fair market value, or (ii) in the
case of an incentive stock option granted to a Ten Percent
Stockholder, 110 percent of the fair market value (but in no event
less than the par value) of one share of stock on the date, the
option is granted, as determined by the Committee. Fair market
value as used herein shall be:
(a) If shares of Stock shall be traded on an exchange
or over-the-counter market, the closing bid price of the stock on
such exchange or over-the-counter market on which such shares shall
be traded on that date, or if such exchange is closed or if no
shares shall have traded on such date, on the last preceding date on
which such shares shall have traded.
(b) If shares of Stock shall not be traded on an
exchange or over-the-counter market, the value as determined by a
recognized appraiser as selected by the Committee.
7. Purchase of Shares. An Option shall be exercised by the
tender to the Corporation of the full purchase price of the shares
with respect to which the Option is exercised and written notice of
the exercise. The purchase price of the shares shall be in United
States dollars, payable in cash or by check, or in property or
Corporation stock, if so permitted by the Stock Option Committee in
accordance with the discretion granted to the Stock Option Committee
in Paragraph 5 hereof, having a value equal to such purchase price.
The Corporation shall not be required to issue or deliver any
certificates for shares of common stock purchased upon the exercise
of an Option prior to (i) if requested by the Corporation, the
filing with the Corporation by the Eligible Person of a
representation in writing that it is the Eligible Person's then
present intention to acquire the shares being purchased for
investment and not for resale, and/or (ii) the completion of any
registration or other qualification of such shares under any
government regulatory body, which the Corporation shall determine to
be necessary or advisable.
8. Grant of Reload Options. In granting an Option under
this Plan, the Stock Option Committee may include a Reload Option
provision therein, subject to the provisions set forth in Paragraphs
20 and 21 herein. A Reload Option provision provides that if the
Eligible Person pays the exercise price of shares of Stock to be
purchased by the exercise of an ISO, NSO or another Reload Option
(the "Original Option") by delivering to the Corporation shares of
Stock already owned by the Eligible Person (the "Tendered Shares"),
the Eligible Person shall receive a Reload Option which shall be a
new Option to purchase shares of Stock equal in number to the
Tendered Shares. The terms of any Reload Option shall be determined
by the Stock Option Committee consistent with the provisions of this
Plan.
9. Stock Option Committee. The Stock Option Committee
shall be appointed from time to time by, and from, the Corporation's
Board of Directors. The Board may from time to time remove members
from or add members to the Stock Option Committee. The Stock Option
Committee shall be constituted so as to permit the Plan to comply in
all respects with the provisions set forth in Paragraph 16 herein.
The members of the Stock Option Committee shall elect one of its
members as its chairman. The Stock Option Committee shall hold its
meetings at such times and places as its chairman shall determine.
A majority of the Stock Option Committee's members present in person
shall constitute a quorum for the transaction of business. All
determinations of the Stock Option Committee will be made by the
majority vote of the members constituting the quorum. The members
may participate in a meeting of the Stock Option Committee by
conference telephone or similar communications equipment by means of
which all members participating in that meeting can hear each other.
Participation in a meeting in the manner will constitute presence in
person at the meeting. Any decision or determination reduced to
writing and signed by all members of the Stock Option Committee will
be effective as if it had been made by a majority vote of all
members of the Stock Option Committee at a meeting which is duly
called and held.
10. Administration of Plan. In addition to granting Options
and to exercising the authority granted to it elsewhere in this
Plan, the Stock Option Committee is granted the full right and
authority to interpret and construe the provisions of this Plan,
promulgate, amend and rescind rules and procedures relating to the
implementation of the Plan and to make all other determinations
necessary or advisable for the administration of the Plan,
consistent, however, with the intent of the Corporation that Options
granted or awarded pursuant to the Plan comply with the provisions
of Paragraph 20 and 21 herein. All determinations made by the Stock
Option Committee shall be final, binding and conclusive on all
persons including the Eligible Persons, the Corporation and its
shareholders, employees, officers and directors. No member of the
Stock Option Committee will be liable for any act or omission in
connection with the administration of this plan unless it is
attributable to that member's willful misconduct.
<PAGE>
11. Provisions Applicable to ISOs. The following provisions
shall apply to all ISOs granted by the Stock Option Committee and
are incorporated by reference into any writing granting an ISO:
(a) An ISO may only be granted within ten (10) years
from November 27, 1995, the date that this Plan was originally
adopted by the Corporation's Board of Directors.
(b) An ISO may not be exercised after the expiration
of five (5) years from the date the ISO is granted.
(c) The option price may not be less than the fair
market value of the Stock at the time the ISO is granted.
(d) An ISO is not transferrable by the Eligible Person
to whom it is granted except by will, or the laws of descent and
distribution, and is exercisable during his or her lifetime only by
the Eligible Person.
(e) If the Eligible Person receiving the ISO owns at
the time of the grant stock possessing more than ten (10%) percent
of the total combined voting power of all classes of stock of the
employer Corporation or of its parent of subsidiary corporation (as
those terms are defined in the Code), then the option price shall be
at least 110% of the fair market value of the Stock, and the ISO
shall not be exercisable after the expiration of five (5) years from
the date the ISO is granted.
(f) The aggregate fair market value (determined at the
time the ISO is granted) of the Stock with respect to which the ISO
is first exercisable by the Eligible Person during any calendar year
(under this Plan and any other incentive stock option plan of the
Corporation) shall not exceed $100,000.
(g) Even if the shares of Stock which are issued upon
exercise of an ISO are sold within one year following the exercise
of such ISO such that the sale constitutes a disqualifying
disposition for ISO treatment under the Code, no provision of this
Plan shall be construed as prohibiting such a sale.
(h) This Plan was adopted by the Corporation on
November 27, 1995 by virtue of its approval by the Corporation's
Board of Directors and subject to approval by the shareholders of
the Corporation.
12. Determination of Fair Market Value. In granting ISOs
under this Plan, the Stock Option Committee shall make a good faith
determination as to the fair market value of the Stock at the time
of granting the ISO.
13. Restrictions on Issuance of Stock. The Corporation
shall not be obligated to sell or issue any shares of Stock pursuant
to the exercise of an Option unless the Stock with respect to which
the Option is being exercised is at that time effectively registered
or exempt from registration under the Securities Act of 1933, as
amended, and any other applicable laws, rules and regulations. The
Corporation may condition the exercise of an Option granted in
accordance herewith upon receipt from the Eligible Person, or any
other purchaser thereof, of a written representation that at the
time of such exercise it is his or her then present intention to
acquire the shares of stock for investment and not with a view to,
or for sale in connection with, any distribution thereof; except
that, in the case of a legal representative of an Eligible Person,
"distribution" shall be defined to exclude distribution by will or
under the laws of descent and distribution. Prior to issuing any
shares of Stock pursuant to the exercise of an Option, the
Corporation shall take such steps as it deems necessary to satisfy
any withholding tax obligations imposed upon it by any level of
government.
14. Exercise in the Event of Death or Termination of
Employment.
(a) If an optionee shall die (i) while an employee of
the Company or a Subsidiary or (ii) within three months after
termination of his employment with the Company or a Subsidiary
because of his disability, or retirement or otherwise his options
may be exercised, to the extent that the optionee shall have been
entitled to do so on the date of his death or such termination of
employment, by the person or persons to whom the optionee's right
under the option pass by will or applicable law, or if no such
person has such right, by his executors or administrators, at any
time, or from time to time, but not later than the expiration date
specified in Paragraph 5 or one year after the optionee's death,
whichever date is earlier.
(b) If an optionee's employment by the Company or a
Subsidiary shall terminate because of his disability and such
optionee has not died within the following three months, he may
exercise his options, to the extent that he shall have been entitled
to do so at the date of the termination of his employment, at any
time, or from time to time, but not later than the expiration date
specified in Paragraph 5 hereof or one year after termination of
employment, unless otherwise resolved by the Stock Option Committee
and set forth in writing to the optionee.
(c) If an optionee's employment shall terminate by
reason of his retirement in accordance with the terms of the
Company's tax-qualified retirement plans or with the consent of the
Committee or involuntarily or voluntarily, other than by termination
for cause, and such optionee has not died within the following three
months, he may exercise his option to the extent he shall have been
entitled to do so at the date of the termination of his employment,
at any time and from to time, but not later than the expiration date
specified in Paragraph 5 hereof or three months, unless otherwise
resolved by the Stock Option Committee, and set forth in writing to
the optionee, after termination of employment, whichever date is
earlier. For Purposes of this Paragraph 14, termination for cause
shall mean termination of employment by reason of the optionee's
commission of a felony, fraud or willful misconduct which has
resulted, or is likely to result, in substantial and material damage
to the Company or a Subsidiary, all as the Committee in its sole
discretion may determine.
(d) If an optionee's employment shall terminate for
cause, all right to exercise his option shall terminate at the date
of such termination of employment unless otherwise resolved by the
Stock Option Committee and set forth in writing to the optionee.
15. Corporate Events. In the event of the proposed
dissolution or liquidation of the Corporation, or in the event of a
proposed sale of all or substantially all of the assets of the
Corporation, the Board of Directors may declare that each Option
granted under this Plan shall terminate as of a date to be fixed by
the Board of Directors; provided that not less than thirty (30)
days written notice of the date so fixed shall be given to each
Eligible Person holding an Option, and each such Eligible Person
shall have the right, during the period of thirty (30) days
preceding such termination to exercise his Option as to all or any
part of the shares of Stock covered thereby, including shares of
Stock as to which such Option would not otherwise be exercisable.
Nothing set forth herein shall extend the term set for purchasing
the shares of Stock set forth in the Option.
16. No Guarantee of Employment. Nothing in this Plan or in
any writing granting an Option will confer upon any Eligible Person
the right to continue in the employ of the Eligible Person's
employer, or will interfere with or restrict in any way the right of
the Eligible Person's employer to discharge such Eligible Person at
any time for any reason whatsoever, with or without cause.
17. Nontransferability. No option granted under the Plan
shall be transferable other than by will or by the laws of descent
and distribution. During the lifetime of the optionee, an option
shall be exercisable only by him.
18. No Rights as Shareholder. No optionee shall have any
rights as a shareholder with respect to any shares subject to his
option prior to the date of issuance to him of a certificate or
certificates for such shares.
19. Amendment and Discontinuance of Plan. The Corporation's
Board of Directors may amend, suspend or discontinue this Plan at
any time. However, no such action may prejudice the rights of any
Eligible Person who has prior thereto been granted Options under
this Plan. Further, no amendment to this Plan which has the effect
of (a) increasing the aggregate number of shares of Stock subject to
this Plan (except for adjustments pursuant to Paragraph 3 herein),
or (b) changing the definition of Eligible Person under this Plan,
may be effective unless and until approval of the stockholders of
the Corporation is obtained in the same manner as approval of this
Plan is required. The Corporation's Board of Directors is
authorized to seek the approval of the Corporation's stockholders
for any other changes it proposes to make to this Plan which require
such approval, however, the Board of Directors may modify the Plan,
as necessary, to effectuate the intent of the Plan as a result of
any changes in the tax, accounting or securities laws treatment of
Eligible Persons and the Plan, subject to the provisions set forth
in this Paragraph 19, and Paragraphs 20 and 21.
20. Compliance with Rule 16b-3. This Plan is intended to
comply in all respects with Rule 16b-3 ("Rule 16b-3") promulgated by
the Securities and Exchange Commission under the Securities Exchange
Act of 1934, as amended (the "Exchange Act"), with respect to
participants who are subject to Section 16 of the Exchange Act, and
any provision(s) herein that is/are contrary to Rule 16b-3 shall be
deemed null and void to the extent appropriate by either the Stock
Option Committee or the Corporation's Board of Directors.
21. Compliance with Code. The aspects of this Plan on ISOs
is intended to comply in every respect with Section 422 of the Code
and the regulations promulgated thereunder. In the event any future
statute or regulation shall modify the existing statute, the aspects
of this Plan on ISOs shall be deemed to incorporate by reference
such modification. Any stock option agreement relating to any
Option granted pursuant to this Plan outstanding and unexercised at
the time any modifying statute or regulation becomes effective shall
also be deemed to incorporate by reference such modification and no
notice of such modification need by given to optionee.
If any provision of the aspects of this Plan on ISOs is
determined to disqualify the shares purchasable pursuant to the
Options granted under this Plan from the special tax treatment
provided by Code Section 422, such provision shall be deemed null
and void and to incorporate by reference the modification required
to qualify the shares for said tax treatment.
22. Compliance With Other Laws and Regulations. The Plan,
the grant and exercise of options thereunder, and the obligation of
the Company to sell and deliver shares under such options, shall be
subject to all applicable federal and state laws, rules, and
regulations and to such approvals by any government or regulatory
agency as may be required. The Company shall not be required to
issue or deliver any certificates for shares of Stock prior to (a)
the listing of such shares on any stock exchange or over-the-counter
market on which the Stock may then be listed and (b) the completion
of any registration or qualification of such shares under any
federal or state law, or any ruling or regulation of any government
body which the Company shall, in its sole discretion, determine to
be necessary or advisable. Moreover, no option may be exercised if
its exercise or the receipt of Stock Pursuant thereto would be
contrary to applicable laws.
23. Disposition of Shares. In the event any share of Stock
acquired by an exercise of an option granted under the Plan shall be
transferable other than by will or by the laws of descent and
distribution within two years of the date such option was granted or
within one year after the transfer of such share pursuant to such
exercise, the optionee shall give prompt written notice thereof to
the Company and the Committee.
24. Name. The Plan shall be known as the "SK Technologies
Corporation 1995 Stock Option Plan."
25. Notices. Any notice hereunder shall be in writing and
sent by certified mail, return receipt requested or by facsimile
transmission (with electronic or written confirmation of receipt)
and when addressed to the Company shall be sent to it at its office,
1650 South Dixie Highway, Boca Raton, Florida 33432, facsimile
number 407-395-2499, Attention: Calvin S. Shoemaker, and when
addressed to the Committee shall be sent to it at 1650 South Dixie
Highway, Boca Raton, Florida 33432, subject to the right of either
party to designate at any time hereafter in writing some other
address, facsimile number or person to whose attention such notice
shall be sent.
26. Headings. The headings preceding the text of Sections
and subparagraphs hereof are inserted solely for convenience of
reference, and shall not constitute a part of this Plan nor shall
they affect its meaning, construction or effect.
27. Effective Date. This Plan, the SK Technologies
Corporation 1995 Stock Option Plan was adopted by the Board of
Directors of the Company on November 27, 1995 and is subject to
approval by a majority of the stockholders of the Company.
Notwithstanding the foregoing, if the Plan shall have been approved
by the Board prior to such stockholder approval, options may be
granted by the Stock Option Committee as provided herein subject to
such subsequent stockholder approval.
Dated as of November 30, 1995 SK TECHNOLOGIES CORPORATION
By:/s/ Calvin S. Shoemaker
Calvin S. Shoemaker
President and CEO
