As filed with the Securities and Exchange Commission
on February 14, 2000
Registration No. 333-_____
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SK TECHNOLOGIES CORPORATION
(Exact name of Registrant as specified in its charter)
DELAWARE 52-1507455
(State or other (I.R.S. Employer
jurisdiction of Identification
incorporation or Number)
organization)
500 Fairway Drive, Suite 104
Deerfield Beach, FL 33441
(Address of Principal Executive Offices, including Zip Code)
SK TECHNOLOGIES CORPORATION
AMENDED AND RESTATED 1995 STOCK OPTION PLAN
(Full Title of the Plan)
CALVIN S. SHOEMAKER, PRESIDENT
500 Fairway Drive, Suite 104
Deerfield Beach, FL 33441
(Name and Address of Agent for Service)
(954) 418-0101
(Telephone Number, including Area Code of Agent for Service)
Copy to:
Joel Mayersohn, Esq.
Atlas, Pearlman, Trop & Borkson, P.A.
350 East Las Olas Boulevard, Suite 1700
Fort Lauderdale, Florida 33301
(954) 763-1200
<PAGE>
Approximate date of proposed commencement of sales pursuant to the
Plan: From time-to-time after the effective date.
In addition, pursuant to Rule 416(c) under the Securities Act of
1933, this registration statement also covers an indeterminate
amount of interests to be offered or sold pursuant to the employee
benefit plan described herein.
EXPLANATORY NOTE:
In accordance with the Note to Part I of Form S-8, the
information specified by Part I of Form S-8 has been omitted from
this Registration Statement on Form S-8 for offers of Common Stock
of SK Technologies Corporation (the "Registrant") pursuant to the
Registrant's 1995 Stock Option Plan, as amended and restated.
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<TABLE>
Calculation of Registration Fee
<CAPTION>
Title of
Securities Proposed Maximum Proposed Maximum Amount of
to be Amount to Offering Price Aggregate Offering Registration
Registered Be Registered(1) Per Share(2) Price(2) Fee
<S> <C> <C> <C> <C>
Common Stock
$.001 Par Value
Underlying
Options pre-
viously granted
under the 1995
Plan(3) 1,333,500 $.32 $426,720 $112.65
Common Stock
$.001 Par Value
Underlying
Options to be
granted under
the 1995 Plan(3) 966,500 $.27 $260,955 $ 68.89
TOTAL $181.54
(1) The total number of shares of Common Stock underlying
options available through the Amended and Restated 1995
Stock Option Plan is 3,700,000, of which 1,400,000 have
been registered. This registration statement includes
2,300,000 additional shares to be registered.
(2) Estimated solely for purposes of calculating the
registration fee.
(3) With respect to 1,333,500 shares of Common Stock for
which options have been granted, the price is based upon
the average exercise price of $.32 per share. With
respect to 966,500 shares of Common Stock for which
options have not yet been granted, the price of $.27 per
share, has been calculated based upon the closing price
reported on the OTC Bulletin Board on February 9, 2000,
a date within five business days prior to the filing of
this Registration Statement, pursuant to Rule 457(h)
promulgated under the Securities Act of 1933, as
amended.
</TABLE>
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<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The documents listed in (a) through (e) below are incorporated
by reference in the Registration Statement. All documents
subsequently filed by the Registrant pursuant to Section 13(a),
13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), prior to the filing of a post-
effective amendment which indicates that all securities offered
have been sold or which deregisters all securities then remaining
unsold, shall be deemed to be incorporated by reference in the
Registration Statement and to be part thereof from the date of
filing of such documents.
(a) The Company's Annual Report on Form 10-KSB for the fiscal
year ended March 31, 1999.
(b) The Company's Quarterly Reports on Form 10-QSB for the
quarterly periods ended June 30, 1999, September 30, 1999 and
December 31, 1999.
(c) Form DEF 14C filed December 17, 1999.
(d) Form 8-K dated December 16, 1999.
(e) All other reports filed pursuant to Section 13(a) or
15(d) of the Exchange Act since the end of the fiscal year covered
by the Registrant's document referred to in (a) above.
(f) The description of the Common Stock of the Company which
is contained in a registration statement filed under the Exchange
Act, including any amendment or report filed for the purpose of
updating such description.
ITEM 4. DESCRIPTION OF SECURITIES
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Article IX of the Certificate of Incorporation, as amended, of
the Registrant provides for the indemnification of the directors
and officers, as such, of the Registrant as follows:
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<PAGE>
"A director of the Corporation shall not be personally
liable to the Corporation or its stockholders for
monetary damages for breach of fiduciary duty as a
director, except for liability (i) for any breach of the
director's duty of loyalty to the Corporation or its
stockholders, (ii) for acts or omissions not in good
faith or which involve intentional misconduct or a
knowing violation of law, (iii) under Section 174 of the
Delaware General Corporation Law, or (iv) for any
transaction from which the director derived an improper
personal benefit."
Section 145 of the Delaware General Corporation Law sets forth
the extent to which officers or directors of the Registrant may be
indemnified against any liabilities which they may incur in their
capacity as such.
The indemnification provided for by the Registrant's
Certificate of Incorporation, as amended, is not exclusive of any
other rights to which those seeking indemnification may be entitled
under any by-law, agreement, vote of shareholders or disinterested
directors or otherwise, except for indemnity against gross
negligence or willful misconduct, but including indemnity which
such person may be allowed under the applicable laws of the State
of Delaware.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not Applicable.
ITEM 8. EXHIBITS
Exhibit No. Description
4 Copy of the Registrant's Amended and Restated 1995 Stock
Option Plan.
5 Opinion dated February 14, 2000 Atlas, Pearlman, Trop &
Borkson, P.A. relating to the issuance of shares of
Common Stock pursuant to the Registrant's Amended and
Restated 1995 Stock Option Plan.
23.1 Consent of Atlas, Pearlman, Trop & Borkson, P.A.
included in the opinion filed as exhibit (5) hereto.
23.2 Consent of Independent Certified Public Accountants.
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<PAGE>
ITEM 9. UNDERTAKINGS
(1) The undersigned Registrant hereby undertakes:
(a) To file, during any period in which offers or sales
are being made, a post-effective amendment to this Registration
Statement to include any material information with respect to the
plan of distribution not previously disclosed in the Registration
Statement or any material change to such information in the
Registration Statement;
(b) That, for the purposes of determining any liability
under the Act, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof;
(c) To remove from registration by means of a post-
effective amendment any of the securities being registered which
remain unsold at the termination of the offering.
(2) The undersigned Registrant hereby undertakes that, for
purposes of determining any liability under the Act, each filing of
the Registrant's annual report pursuant to Section 13(a) or Section
15(d) of the Exchange Act (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of
the Exchange Act) that is incorporated by reference in the
Registration Statement shall be deemed to be a new registration
statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
(3) Insofar as indemnification for liabilities arising under
the Act may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions, or
otherwise, the Registrant has been advised that in the opinion of
the Securities and Exchange Commission, such indemnification is
against public policy as expressed in the Act and is, therefore,
unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant
of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its
counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in
the Act and will be governed by the final adjudication of such
issue.
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<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as
amended, the Registrant certifies that it has reasonable grounds to
believe that it meets all of the requirements for filing on Form S-
8 and has duly caused this Registration Statement to be signed on
its behalf by the undersigned, thereunto duly authorized, in the
City of Deerfield Beach, State of Florida, on this 14th day of
February, 2000.
SK TECHNOLOGIES CORPORATION
By: /s/ Calvin S. Shoemaker
Calvin S. Shoemaker, President
Pursuant to the requirements of the Securities Act of 1933, as
amended, this Registration Statement has been signed by the
following persons in the capacities and on the dates indicated.
Signatures Title Date
/s/ Calvin S. Shoemaker President/Chief
Calvin S. Shoemaker Executive Officer/ February 14, 2000
Director
/s/ Melvin T. Goldberger Treasurer/Principal
Melvin T. Goldberger Accounting Officer/ February 14, 2000
Director
/s/ C. Shelton James
C. Shelton James Director February 14, 2000
/s/ David Peipers Director February 14, 2000
David Peipers
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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
Option, the Eligible Person will receive what the holder would have
<PAGE>
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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<PAGE>
(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
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<PAGE>
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.
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.
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(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, 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
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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
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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
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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 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.
8
<PAGE>
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 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
9
ATLAS, PEARLMAN, TROP & BORKSON, P.A.
350 East Las Olas Boulevard, Suite 1700
Fort Lauderdale, FL 33301
February 14, 2000
SK Technologies Corporation
500 Fairway Drive
Suite 104
Deerfield Beach, FL 33441
RE: Registration Statement on Form S-8; SK Technologies
Corporation (the "Company"); 2,300,000 Shares of
Common Stock
Gentlemen:
We refer to the Registration Statement (the "Registration
Statement") filed by SK Technologies Corporation, a Delaware
Corporation, with the Securities and Exchange Commission under
the Securities Act of 1933, as amended, in connection with the
sale of up to 2,300,000 shares of Common Stock, $.001 par value
per share (the "Plan Shares"), as set forth in the above
Registration Statement, issuable upon the exercise of stock
options (the "Plan Options") available for grant under the
Company's Amended and Restated 1995 Stock Option Plan and the
Company's 1995 Stock Incentive Plan.
In our capacity as counsel to the Company, we have examined
the original, certified, conformed, photostat or other copies of
the Company's Articles of Incorporation, By-Laws, the plans and
various agreements and written options to be provided to
officers, directors, key employees and consultants to the
Company, corporate minutes provided to us by the Company and
such other documents and instruments as we deemed necessary. In
all such examinations, we have assumed the genuineness of all
signatures on original documents, and the conformity to
originals or certified documents of all copies submitted to us
as conformed, photostat or other copies. In passing upon
certain corporate records and documents of the Company, we have
necessarily assumed the correctness and completeness of the
statements made or included therein by the Company, and we
express no opinion thereon.
<PAGE>
ATLAS, PEARLMAN, TROP & BORKSON, P.A.
SK Technologies Corporation
February 14, 2000
Page 2
Based upon and in reliance of the foregoing, we are of the
opinion that:
1. The Company is a corporation duly organized and validly
existing under the laws of the State of Delaware.
2. The Plan Shares have been duly and validly authorized
and, when sold, paid for and issued as contemplated by the Plan
Options, will be duly and validly issued and fully paid and non-
assessable.
We hereby consent to the use of this opinion in the
Registration Statement on Form S-8 to be filed with the
Commission.
Very truly yours,
/S/ ATLAS, PEARLMAN, TROP & BORKSON, P.A.
INFANTE, LAGO & COMPANY
Certified Public Accountants
Biscayne Centre - Suite 288
11900 Biscayne Boulevard
North Miami, Florida 33181
February 14, 2000
SK Technologies Corporation
Ms. Susan Fedderman
500 Fairway Drive
Suite 104
Deerfield Beach, Florida 33441
Re: Consent of Independent Certified Public Accountants
Dear Ms. Fedderman,
We consent to the incorporation by reference in the Registration
Statement (Form S-8, File No. 0-18184) pertaining to the Amended
and Restated 1995 Stock Option Plan of SK Technologies
Corporation of our report dated June 25, 1999, with respect to
the consolidated financial statements of SK Technologies
Corporation included in its Annual Report (Form 10-KSB) for the
year ended March 31, 1999, filed with the Securities and
Exchange Commission.
Very truly yours,
/s/ Infante, Lago & Company
