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 No fee required
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:
16,259,494 Shares of Common Stock
454,399 Shares of Series B Preferred Stock
793 Shares of Series D 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):
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(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
n/a
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
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SK TECHNOLOGIES CORPORATION
500 Fairway Drive
Suite 104
Deerfield Beach, Florida 33441
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
amendment to the 1995 Stock Option Plan (the "Plan"), (the
"Amendment"), 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,
Series B Preferred Stock and Series D Preferred Stock. On June 15,
1999, the Company's Board of Directors approved and recommended
that the Plan be amended in order to increase the number of shares
of Common Stock which may be issued upon the exercise of options
granted through the Plan, from 1,400,000 to 3,700,000. The
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. The Company
anticipates that the filing of the written consent with the
Company's Secretary, will occur on or about __________, 1999 (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 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 Item 19 of the Plan, approval of the
stockholders of the Company is required to increase the aggregate
number of shares of stock subject to the Plan. 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
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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 increase the number of shares of Common Stock which may be
issued upon the exercise of options granted through the Plan, from
1,400,000 to 3,700,000.
David Peipers and related entities beneficially own in the
aggregate 9,009,703 shares of the Company's Common and Series B
Preferred Stock with one vote per share, and 793 shares of Series D
Preferred Stock, with 1000 votes per share, representing
approximately 56% (as of November 23, 1999) of the outstanding
Voting Capital Stock of the Company entitled to vote on this
Amendment. C. Shelton James and related entities beneficially own
in the aggregate 4,540,913 shares of the Company's Voting Stock,
representing approximately 26% (as of November 23, 1999) of the
outstanding Voting Capital Stock of the Company entitled to vote on
this Amendment. The written consent of such persons to the
Amendment 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 __________, 1999. A copy of the Plan, with the proposed
Amendment 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 ______________, 1999 (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 500
Fairway Drive, Suite 104, Deerfield Beach, Florida 33441. The
telephone number is (954) 418-0101, fax number is (954) 418-0066,
and the home page is http://www.storekare.com.
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OUTSTANDING VOTING STOCK OF THE COMPANY
As of the Record Date, there were _____________ shares of
Common Stock outstanding, ______________ shares of Series B
Preferred Stock outstanding, which are convertible into an
aggregate of ____________ shares of Common Stock, and _______
shares of Series D Preferred Stock outstanding. Each share of
Common Stock and Series B Preferred Stock entitles the holder
thereof to one vote on all matters submitted to stockholders and
each share of Series D Preferred Stock entitles the holder thereof
to 1000 votes per share on all matters submitted to stockholders.
The Common Stock and Series B and D Preferred Stock constitute the
sole classes of voting securities of the Company.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
OWNERS AND MANAGEMENT
The following table sets forth Common and Preferred Stock
ownership information as of November 23, 1999, 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 .46%
500 Fairway Drive, Suite 104
Deerfield Beach, FL 33441
Gary S. Spirer 106,300 .61%
150 E. 58th Street
New York, NY 10155
Capital Hill Group 3,945 .02%
Gary Spirer, President
150 E. 58th Street
New York, NY 10155
David H. Peipers 1,602,731 (includes 9.15%
888 Seventh Avenue 178,000 votes for
New York, NY 10106 178 shares of Series
D Preferred)
Cornerhouse Ltd. Ptshp. 3,234,508 (includes 18.48%
David Peipers, G.P. 346,000 votes for
888 Seventh Avenue 346 shares of Series
New York, NY 10106 D Preferred)
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Winsome Ltd. Ptshp 4,965,464 (includes 28.36%
David Peipers, G.P. 269,000 votes for
888 Seventh Avenue 269 shares of Series
New York, NY 10106 D Preferred)
C. Shelton James 19,973 .11%
4000 Hollywood Blvd.
Hollywood, FL 33021
Fundamental Management Corp. 93 .00%
C.S. James, President
4000 Hollywood Blvd.
Hollywood, FL 33021
Fundamental Active
Investors Ltd II 4,520,847 25.82%
Fundamental Mgmt Corp., G.P.
4000 Hollywood Blvd.
Hollywood, FL 33021
Melvin Goldberger 20,333 .12%
1761 W. Hillsboro Blvd.
Deerfield Beach, FL 33442
Seventh Investment
Bancing Corp. 93,060 .53%
Melvin Goldberger, President
1761 W. Hillsboro Blvd.
Deerfield Beach, FL 33442
All Directors and
Executive Officers as
a Group (9 persons) 14,713,855 (includes 84.05%
793,000 votes for
793 shares of Series
D Preferred)
(1)The amount of beneficial ownership of Voting Capital Stock
includes 211,034 shares of Preferred Stock owned by all directors
and executive officers. Such shares are convertible into 211,034
shares of Common Stock.
AMENDMENT TO THE 1995 STOCK OPTION PLAN
On June 15, 1999, the Board of Directors approved and
recommended to adopt an amendment to the 1995 Stock Option Plan,
called the "Amended 1995 Stock Option Plan" (the "Plan"), to
increase the number of shares of Common Stock which may be issued
upon the exercise of options granted through the Plan, from
1,400,000 to 3,700,000. A copy of the Plan is attached hereto as
Exhibit A.
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The Board of Directors has determined that by allowing
additional options to be granted, 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
3,700,000 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.
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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. The Board of Directors is authorized to seek the
approval of the Company's stockholders to increase the aggregate
number of shares subject to the Plan. Unless the Plan shall
theretofore have been suspended 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
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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.
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As of the date here of, the Company has granted 897,000 Plan
Options, from the 1,400,000 original options in the Plan, which
have been registered and 852,171 of these Plan Options are vested.
In addition, the Company has granted an additional 1,333,500 Plan
Options which are subject to stockholder approval of the Amendment
to the Plan.
BY ORDER OF THE BOARD OF DIRECTORS
/s/ Calvin S. Shoemaker
Calvin S. Shoemaker, President
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EXHIBIT A
SK TECHNOLOGIES CORPORATION
AMENDED 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 AMENDED 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
3,700,000 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
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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.
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 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.
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(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
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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.
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 transferable 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
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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, and as amended on June 15, 1999, by virtue of its
approval by the Corporation's Board of Directors and was approved
by a majority of the stockholders of the Company on August 1, 1996
for 1,400,000 shares of Stock which may be purchased pursuant to
the exercise of options. The Plan as amended is subject to
approval by a majority of the stockholders of the Company to
increase the number of shares of Stock which may be purchased
pursuant to the exercise of options, from 1,400,000 to 3,700,000.
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
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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.
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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
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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 Amended 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, 500 Fairway Drive, Suite 104, Deerfield Beach, Florida
33441, facsimile number 954-418-0066, Attention: Calvin S.
Shoemaker, and when addressed to the Committee shall be sent to it
at 500 Fairway Drive, Suite 104, Deerfield Beach, Florida 33441,
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.
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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 as amended on
June 15, 1999, and was approved by a majority of the stockholders
of the Company on August 1, 1996 for 1,400,000 shares of Stock
which may be purchased pursuant to the exercise of options. The
Plan as amended is subject to approval by a majority of the
stockholders of the Company to increase the number of shares of
Stock which may be purchased pursuant to the exercise of options,
from 1,400,000 to 3,700,000. 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 June 16, 1999 SK TECHNOLOGIES CORPORATION
By: /s/ Calvin S. Shoemaker
Calvin S. Shoemaker
President and CEO
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