As filed with the Securities and Exchange Commission on January 10, 2000
Registration No. 333-___________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-----------------------
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
-----------------------
AUTHORISZOR INC.
(Exact name of registrant as specified in its charter)
DELAWARE 75-2661571
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
8201 PRESTON ROAD, SUITE 600
DALLAS, TEXAS 75225
(Address of principal executive offices) (Zip Code)
-----------------------
STOCK OPTION AGREEMENTS FOR
DAVID CARMICHAEL, L. CLARK ARNOLD, ROBERT P. JEFFCOCK
AND ROBERT A. PEARCE
(Full title of the plan)
-----------------------
Copy to:
DON BOX MARK D. WIGDER, ESQ.
8201 PRESON ROAD, SUITE 600 JENKENS & GILCHRIST,
DALLAS, TEXAS A PROFESSIONAL CORPORATION
(Name and address of agent for service) SUITE 3200
1445 ROSS AVENUE
(214) 890-8065 DALLAS, TEXAS 75202
(Telephone number, including area code, (214) 855-4500
of agent for service)
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
=======================================================================================================================
<S> <C> <C> <C> <C>
PROPOSED PROPOSED
TITLE OF MAXIMUM MAXIMUM
SECURITIES AMOUNT OFFERING AGGREGATE AMOUNT OF
TO BE TO BE PRICE OFFERING REGISTRATION
REGISTERED REGISTERED (1)(2) PER SHARE (3)(4) PRICE (3)(4) FEE (4)
- -----------------------------------------------------------------------------------------------------------------------
Common Stock, $0.01 350,000 SHARES $1.00 $350,000 $97.30
value per share
=======================================================================================================================
<FN>
(1) THE SECURITIES TO BE REGISTERED INCLUDE AN AGGREGATE OF 350,000 SHARES
RESERVED FOR ISSUANCE UNDER THOSE CERTAIN OPTION AGREEMENTS, BY AND BETWEEN
THE COMPANY AND DAVID CARMICHAEL, L. CLARK ARNOLD, ROBERT P. JEFFCOCK AND
ROBERT A. PEARCE (THE "PLAN").
(2) PURSUANT TO RULE 416, THIS REGISTRATION STATEMENT ALSO COVERS SUCH
ADDITIONAL SHARES AS MAY HEREINAFTER BE OFFERED OR ISSUED TO PREVENT
DILUTION RESULTING FROM STOCK SPLITS, STOCK DIVIDENDS, RECAPITALIZATIONS OR
CERTAIN OTHER CAPITAL ADJUSTMENTS.
(3) ESTIMATED SOLELY FOR PURPOSE OF CALCULATING THE REGISTRATION FEE.
(4) CALCULATED PURSUANT TO RULE 457(C) AND (H). ACCORDINGLY, THE PRICE PER
SHARE OF THE COMMON STOCK OFFERED HEREUNDER PURSUANT TO THE PLAN IS BASED
ON 350,000 SHARES OF COMMON STOCK RESERVED FOR ISSUANCE UNDER THE PLAN AT
AN EXERCISE PRICE OF $1.00.
</FN>
</TABLE>
<PAGE>
PART I
Information specified in Part I of Form S-8 (Items 1 and 2) is included
in documents sent or given to Plan participants as specified by Rule 428(b)(1)
under the Securities Act of 1933.
PART II
INFORMATION REQUIRED IN REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
Authoriszor Inc. (the "Company") hereby incorporates by reference in this
registration statement the following documents previously filed by the Company
with the Securities and Exchange Commission (the "Commission"):
(1) The Company's Annual Report on Form 10-KSB filed with the
Commission for the fiscal year ended December 31, 1998.
(2) The Company's Quarterly Reports on Form 10-QSB for the fiscal
quarters ended March 31, 1999, June 30, 1999 and September 30,
1999.
(3) The Company's Current Reports on Form 8-K filed on January 5,
1999, June 9, 1999, August 6, 1999, as amended November 17, 1999,
and December 15, 1999.
All documents filed by the registrant with the Commission pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), subsequent to the date of this Registration
Statement shall be deemed to be incorporated herein by reference and to be a
part hereof from the date of the filing of such documents until such time as
there shall have been filed a post-effective amendment that indicates that all
securities offered hereby have been sold or that deregisters all securities
remaining unsold at the time of such amendment.
ITEM 4. DESCRIPTION OF SECURITIES.
Not Applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not Applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
.
The Certificate of Incorporation of the Registrant provides that the
Registrant shall, to the fullest extent permitted by law, indemnify any and all
officers and directors of the Registrant, and may, to the fullest extent
permitted by law or to such lesser extent as is determined in the discretion of
the Board of Directors of the Registrant, indemnify and advance expenses to any
and all other persons whom it shall have the power to indemnify, from and
against all expenses, liabilities or other matters arising out of their status
as such or their acts, omissions or services rendered in such capacities.
The Registrant's Certificate of Incorporation limits the liability of
directors, providing that no director of the Registrant shall be personally
liable to the Registrant or its stockholders for monetary damages for breach of
fiduciary duty as a director, except for such liability as is expressly not
subject to limitation under the Delaware General Corporation Laws, as the same
exists or may hereafter be amended to further limit or eliminate such liability.
The Certificate of Incorporation of the Registrant also provides the
Registrant the power to purchase and maintain insurance on behalf of any person
who is or was a director, officer, employee or agent of the Registrant, or is or
was serving at the request of the Registrant as a director, officer, employee or
agent of another corporation, partnership, joint venture, trust or other
enterprise, against any liability asserted against him and incurred by him in
any such capacity, or arising out of his status as such, whether or not the
Registrant would have the power to indemnify him against such liability.
The Registrant's Certificate of Incorporation also provides that, in
addition to the other powers and authority conferred upon the Board of Directors
by statute or by its Certificate of Incorporation, the Board of Directors is
empowered to exercise all such powers and do all such things as may be exercised
or done by the Registrant, subject to the provisions of the Delaware General
Corporation Laws, the Registrant's Certificate of Incorporation and the Bylaws
adopted by the stockholders; provided, however, that no Bylaws adopted by the
stockholders shall invalidate any prior act of the Board of Directors that would
have been valid if such Bylaws had not been adopted.
II-2
<PAGE>
The Registrant's Bylaws provide for indemnification as follows:
"ARTICLE 7
INDEMNIFICATION OF DIRECTORS,
OFFICERS, EMPLOYEES AND AGENTS
Section 7.1. Third-Party Actions. The corporation shall indemnify any
person who was or is a party or is threatened to be made a party to any
threatened, pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative (other than an action by or in the
right of the corporation) by reason of the fact that such person is or was a
director or officer of the corporation, or is or was serving at the request of
the corporation as a director or officer of another corporation, partnership,
joint venture, trust or other enterprise, against all expenses (including
attorney's fees), judgments, fines and amounts paid in settlement actually and
reasonably incurred by such person in connection with such action, suit or
proceeding if such person acted in good faith and in a manner such person
reasonably believed to be in or not opposed to the best interests of the
corporation, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his or her conduct was unlawful. The termination of
any action, suit or proceeding by judgment, order, settlement, conviction, or
upon a plea of nolo contendere or its equivalent, shall not, of itself, create a
presumption that the person did not act in good faith and in a manner which such
person reasonably believed to be in or not opposed to the best interests of the
corporation, and, with respect to any criminal action or proceeding, that such
person had reasonable cause to believe that his or her conduct was unlawful.
The corporation may indemnify any employee or agent of the corporation,
or any employee or agent serving at the request of the corporation as an
employee or agent of another corporation, partnership, joint venture, trust or
other enterprise, in the manner and to the extent that it shall indemnify any
director or officer under this Section 7.1.
Section 7.2. Derivative Actions. The corporation shall indemnify any
person who was or is a party or is threatened to be made a party to any
threatened, pending or completed action or suit by or in the right of the
corporation to procure a judgment in its favor by reason of the fact that such
person is or was a director, officer, employee or agent of the corporation, or
is or was serving at the request of the corporation as a director, officer,
employee or agent of another corporation, partnership, joint venture, trust or
other enterprise, against all expenses (including attorneys' fees) actually and
reasonably incurred by such person in connection with the defense or settlement
of such action or suit if such person acted in good faith and in a manner such
person reasonably believed to be in or not opposed to the best interests of the
corporation, except that no indemnification shall be made with respect to any
claim, issue or matter as to which such person shall have been adjudged to be
liable for negligence or misconduct in the performance of such person's duty to
the corporation unless and only to the extent that the Court of Chancery of
Delaware or the court in which such action or suit was brought shall determine
upon application that, despite the adjudication of liability but in view of all
the circumstances of the case, such person is fairly and reasonably entitled to
indemnity for such expenses which the Court of Chancery of Delaware or such
other court shall deem proper.
Section 7.3. Determination of Indemnification. Any indemnification
under Section 7.1 or 7.2 of this Article 7 (unless ordered by a court) shall be
made by the corporation only as authorized in the specific case upon a
determination that indemnification of the director, officer, employee or agent
is proper in the circumstances because such person has met the applicable
standard of conduct set forth in Section 7.1 or 7.2 of this Article 7. Such
determination shall be made (i) by a majority vote of the directors who are not
parties to such action, suit or proceeding, even though less than a quorum, or
(ii) if there are no such directors, or if such directors so direct, by
independent legal counsel in a written opinion, or (iii) by the stockholders.
Section 7.4. Right to Indemnification. Notwithstanding the other
provisions of this Article 7, to the extent that a director, officer, employee
or agent of the Corporation has been successful on the merits or otherwise in
defense of any action, suit or proceeding referred to in Section 7.1 or 7.2 of
this Article 7, or in defense of any claim, issue or matter therein, such person
shall be indemnified against expenses (including attorneys' fees) actually and
reasonably incurred by such person in connection therewith.
Section 7.5. Advance of Expenses. Expenses incurred in defending a
civil or criminal action, suit or proceeding may be paid by the corporation on
behalf of a director, officer, employee or agent in advance of the final
disposition of such action, suit or proceeding as authorized by the board of
directors in the specific case upon receipt of an undertaking by or on behalf of
the director, officer, employee or agent to repay such amount unless it shall
II-3
<PAGE>
ultimately be determined that such person is entitled to be indemnified by the
corporation as authorized in this Article 7.
Section 7.6. Indemnification Not Exclusive. The indemnification
provided by this Article 7 shall not be deemed exclusive of any other rights to
which any person seeking indemnification may be entitled under any law,
agreement, vote of stockholders or disinterested directors or otherwise, both as
to action in such person's official capacity and as to action in another
capacity while holding such office, and shall continue as to a person who has
ceased to be a director, officer, employee or agent and shall inure to the
benefit of the heirs, executors and administrators of such a person.
Section 7.7. Insurance. The corporation may purchase and maintain
insurance on behalf of any person who is or was a director, officer, employee or
agent of the corporation, or is or was serving at the request of the corporation
as a director, officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise against any liability asserted against
such person and incurred by such person in any such capacity, or arising out of
such person's status as such, whether or not the corporation would have the
power to indemnify such person against liability under the provisions of this
Article 7.
Section 7.8. Definitions of Certain Terms. For purposes of this Article
7, references to "the corporation" shall include, in addition to the resulting
corporation, any constituent corporation (including any constituent of a
constituent) absorbed in a consolidation or merger which, if its separate
existence had continued, would have had power and authority to indemnify its
directors, officers, employees or agents, so that any person who is or was a
director, officer, employee or agent of such constituent corporation, or is or
was serving at the request of such constituent corporation as a director,
officer, employee or agent of another corporation, partnership, joint venture,
trust or other enterprise, shall stand in the same position under the provisions
of this Article 7 with respect to the resulting or surviving corporation as such
person would have with respect to such constituent corporation if its separate
existence had continued.
For purposes of this Article 7, references to "other enterprises" shall
include employee benefit plans; references to "fines" shall include any excise
taxes assessed on a person with respect to an employee benefit plan; references
to "serving at the request of the corporation" shall include any service as a
director, officer, employee or agent of the corporation which imposes duties on,
or involves services by such director, officer, employee or agent with respect
to an employee benefit plan, its participants, or beneficiaries; and a person
who acted in good faith and in a manner such person reasonably believed to be in
the interest of the participants and beneficiaries of an employee benefit plan
shall be deemed to have acted in a manner "not opposed to the best interests of
the corporation" as referred to in this Article 7.
Section 7.9. Liability of Directors. Notwithstanding any provision of
the Certificate of Incorporation or any other provision herein, no director
shall be personally liable to the Corporation or any stockholder for monetary
damages for breach of fiduciary duty as a director, except for any matter in
respect of which such director shall be liable under Section 174 of Title 8 of
the Delaware Code (relating to the Delaware General Corporation Law) or any
amendment thereto or successor provision thereto or shall be liable by reason
that, in addition to any and all other requirements for such liability, he (i)
shall have breached his duty of loyalty to the Corporation or its stockholders,
(ii) shall not have acted in good faith, (iii) shall have acted in a manner
involving intentional misconduct or a knowing violation of law or, in failing to
act, shall have acted in a manner involving intentional misconduct or a knowing
violation of law or (iv) shall have derived an improper personal benefit."
Pursuant to the provisions of Section 145 of the Delaware General
Corporation Law, every Delaware corporation has the power to indemnify any
person who was or is a party or is threatened to be made a party to any
threatened, pending or completed action, suit or proceeding (other than an
action by or in the right of the corporation) by reason of the fact that he or
she is or was a director, officer, employee or agent of any corporation,
partnership, joint venture, trust or other enterprise, against any and all
expenses, judgments, fines and amounts paid in settlement and reasonably
incurred in connection with such action, suit or proceedings. The power to
indemnify applies only if such person acted in good faith and in a manner he or
she reasonably believed to be in the best interest, or not opposed to the best
interest, of the corporation and with respect to any criminal action or
proceeding, had no reasonable cause to believe his or her conduct was unlawful.
II-4
<PAGE>
The power to indemnify applies to actions brought by or in the right of
the corporation as well, but only to the extent of defense and settlement
expenses and not to any satisfaction of a judgment or settlement of the claim
itself, and with the further limitation that in such actions no indemnification
shall be made in the event of any adjudication unless the court, in its
discretion, believes that in the light of all the circumstances indemnification
should apply.
To the extent any of the persons referred to in the two immediately
preceding paragraphs is successful in the defense of the actions referred to
therein, such person is entitled, pursuant to Section 145, to indemnification as
described above.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
None.
ITEM 8. EXHIBITS.
(a) Exhibits.
The following documents are filed as a part of this
registration statement.
Exhibit Description of Exhibit
4.1 Option Agreement, dated September 27, 1997, by and between L.
Clark Arnold and the Company (incorporated by reference to
Exhibit 10.2 to the Company's Annual Report on Form 10-KSB for
the period ended December 31, 1997)
4.2 Amendment Number One to Stock Option Agreement, dated as of April
27, 1999, by and between L. Clark Arnold and the Company*
4.3 Letter, dated January 6, 2000, from the Company to L. Clark
Arnold*
4.4 Amended and Restated Stock Option Agreement, dated as of April 1,
1999, by and between Robert P. Jeffcock and the Company*
4.5 Letter, dated January 6, 2000, from the Company to Robert P.
Jeffcock*
4.6 Option Agreement, dated February 2, 1998, by and between Robert
A. Pearce and the Company (incorporated by reference to Exhibit
10.4 to the Company's Annual Report on Form 10-KSB for the period
ended December 31, 1997)
4.7 Amendment Number One to Stock Option Agreement, dated as of April
27, 1999, by and between Robert A. Pearce and the Company*
4.8 Letter, dated January 6, 1999, from the Company to Robert A.
Pearce*
4.9 Amended and Restated Stock Option Agreement, dated as of April 1,
1999, by and between David Carmichael and the Company*
4.10 Letter, dated January 6, 2000, from the Company to David
Carmichael*
5.1 Opinion of Jenkens & Gilchrist, A Professional Corporation*
23.1 Consent of Jenkens & Gilchrist, A Professional Corporation
(included in opinion filed as Exhibit 5.1 hereto)
23.2 Consent of Grant Thornton LLP (U.S.)*
II-5
<PAGE>
23.3 Consent of Grant Thornton LLP (U.K.)*
24 Power of Attorney (included with signature page of this
Registration Statement)
* filed herewith
ITEM 9. UNDERTAKINGS.
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this Registration
Statement:
(i) To include any prospectus required by section 10(a)(3)
of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the Registration
Statement (or the most recent post-effective amendment
thereof) which, individually or in the aggregate,
represent a fundamental change in the information set
forth in the Registration Statement;
(iii)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;
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii)
do not apply if the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed by the
Registrant pursuant to Section 13 or Section 15(d) of the 1934 Act that are
incorporated by reference in the Registration Statement.
(2) That, for the purpose of determining any liability under
the Securities Act of 1933, 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.
(3) 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.
(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
1934 Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the 1934 Act) that is incorporated by
reference in the Registration Statement shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 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.
II-6
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
the requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, hereunto duly
authorized, in London, England, on December 29, 1999:
AUTHORISZOR INC.
By: /s/ Robert P. Jeffcock
-----------------------------
Robert P. Jeffcock, President
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates included:
<TABLE>
<CAPTION>
SIGNATURE CAPACITY DATE
- --------- -------- ----
<S> <C> <C>
/s/ Robert P. Jeffcock President, Chief Executive Officer December 29, 1999
- ------------------------------------ (Principal Executive Officer)
Robert P. Jeffcock
Chairman December ___, 1999
- ------------------------------------
Raymond Seitz
/s/ Don Box Director and Assistant Secretary December 29, 1999
- ------------------------------------
Don Box
/s/ Robert A. Pearce Director and Chief Financial Officer December 20, 1999
- ------------------------------------ (Principal Financial Officer and
Robert A. Pearce Chief Accounting Officer)
/s/ James L. Jackson Director December 30, 1999
- ------------------------------------
James L. Jackson
/s/ David R. Wray Director December 30, 1999
- ------------------------------------
David R. Wray
</TABLE>
II-7
<PAGE>
INDEX TO EXHIBITS
Exhibit Description of Exhibit
------- ---------------------
4.2 Amendment Number One to Stock Option Agreement, dated as of April
27, 1999, by and between L. Clark Arnold and the Company
4.3 Letter, dated January 6, 2000, from the Company to L. Clark
Arnold
4.4 Amended and Restated Stock Option Agreement, dated as of April 1,
1999, by and between Robert P. Jeffcock and the Company
4.5 Letter, dated January 6, 2000, from the Company to Robert P.
Jeffcock
4.7 Amendment Number One to Stock Option Agreement, dated as of April
27, 1999, by and between Robert A. Pearce and the Company
4.8 Letter, dated January 6, 2000, from the Company to Robert A.
Pearce
4.9 Amended and Restated Stock Option Agreement, dated as of April 1,
1999, by and between David Carmichael and the Company
4.10 Letter, dated January 6, 2000, from the Company to David
Carmichael
5.1 Opinion of Jenkens & Gilchrist, A Professional Corporation
23.2 Consent of Grant Thornton LLP (U.S.)
23.3 Consent of Grant Thornton LLP (U.K.)
II-8
EXHIBIT 4.2
AMENDMENT NUMBER ONE TO STOCK OPTION AGREEMENT
THIS AMENDMENT NUMBER ONE TO STOCK OPTION AGREEMENT (this "Amendment"),
dated as of April 27, 1999, is entered into by and between Toucan Gold
Corporation, a Delaware corporation (the "Company"), and L. Clark Arnold
("Arnold").
WHEREAS, the Company and Arnold are parties to that certain Stock Option
Agreement, dated as of September 27, 1997 (the "Agreement");
WHEREAS, the Board of Directors of the Company has approved certain
amendments to the Agreement, including inter alia, an extension of the exercise
period of the Options.
NOW, THEREFORE, for valuable consideration, the receipt and adequacy of
which are hereby acknowledged, the parties hereto hereby agree as follows:
1. Defined Terms. Unless otherwise defined herein, capitalized terms used
herein shall have the meanings, if any, assigned to them in the
Agreement.
2. Amendments to Agreement. The first paragraph of Section 2.of the
Agreement is hereby amended and restated in its entirety, with clauses
(a), (b) and (c) of Section 2 to remain unchanged, to read as follows:
"Section 2. Exercise of the Option. This Option may be exercised at
any time after the date of Grant, subject to its expiration date and
subject to the provisions contained in Sections 3 and 4 below. This
Option will expire by its terms on January 1, 2001."
Section 3 of the Agreement is hereby amended and restated in its
entirety to read as follows:
"Section 3. Term of Option. This Option may not be exercised after
January 1, 2001 and is subject to earlier termination as provided in
Section 4. In addition, this Option is subject to cancellation by the
Company upon a significant corporate event as provided in Section 4
below. This Option may be exercised during such times only in
accordance with the terms of this Option Agreement."
Section 4 of the Agreement is hereby amended and restated in its
entirety to read as follows:
"Section 4. Termination of Option Period.
(a) The unexercised portion of this Option shall automatically
and without notice terminate and become null and void at the time of
the earliest to occur of the following:
(i) the date that the Optionee ceases to be a
director, consultant to or ceases to be employed by, as the
case may be, the Company or a subsidiary as a result of a
termination for Cause.
1
<PAGE>
The term "Cause," for purposes of this Agreement, shall mean
any one or more of the following:
(w) Optionee's failure to observe or
perform any of the provisions of his
Employment Agreement with the
Company, dated April 1, 1997 (the
"Employment Agreement"), or
Optionees failure to carry out
lawful directives of the Chief
Executive Officer of the Company.
(x) Optionee's performance of any
criminal acts (excluding traffic
violations and other minor
offenses);
(y) Optionee's theft or embezzlement of
property, including trade secrets,
of the company; or
(z) Optionee's negligence in the perfor-
mance of his duties.
(ii) January 1, 2001
(b) The Company in its sole discretion may, by giving written
notice (a "Cancellation Notice") prior to the consummation of any of
the transaction described in Section 4(b)(i) or 4(b)(ii), cancel,
effective upon the date of the consummation of any of such
transactions, all or any portion of this Option that remains
unexercised on such date. Such Cancellation Notice shall be given a
reasonable period of time (but not less than 15 days) prior to the
proposed date of such cancellation, and may be given either before or
after stockholder approval of such transaction.
(i) Any transaction (which shall include a series of
transactions occurring within 60 days or occurring pursuant to
a plan) that has the result that stockholders of the Company
immediately before such transaction cease to own at least 51%
of (x) the voting stock of the Company or (y) any entity that
results from the participation of the Company in a
reorganization, consolidation, merger, liquidation or any
other form of corporate transaction.
(ii) A sale, lease, exchange or other disposition of
all or substantially all the property and assets of the
Company to an unaffiliated third party.
(iii) Neither (i) nor (ii) of this Section 4(b)
shall, directly or indirectly, include (x) a
reverse-acquisition involving the Corporation and any third
party entity or (y) the exercise by Minmet PLC of its option
to acquire all of the issued share capital of MBL."
3. Miscellaneous.
(a) Except as expressly amended herein, all terms, covenants
and provisions of the Agreement are and shall remain in full force and
effect.
2
<PAGE>
(b) This Amendment shall be binding upon and inure to the
benefit of the parties hereto and their respective successors and
assigns. No third party beneficiaries are intended in connection with
this Amendment.
(c) This Amendment shall be governed by and construed in
accordance with the laws of the State of Delaware.
(d) This Amendment may be executed in one or more
counterparts, each of which shall be deemed an original, but all of
which together shall constitute one and the same instrument.
(e) If any term or provision of this Amendment shall be held
by a court of competent jurisdiction to be invalid or unenforceable
such term or provision shall not impair or invalidate the remainder of
this Amendment and the effect thereof shall be confined to the
provision held to be invalid or illegal.
IN WITNESS WHEREOF, the parties hereto have executed and
delivered this Amendment as of the date first above written.
TOUCAN GOLD CORPORATION
By:
-----------------------------------------
Name: Robert A. Pearce
Title: Vice President
---------------------------------------------------
L. CLARK ARNOLD
3
EXHIBIT 4.3
AUTHORISZOR INC
Windsor House
Cornwall Road
Harrogate
North Yorkshire HG1 2PW
Tel: 01423 730300
Fax: 01423 730301
6th January 2000
Mr. L.C. Arnold
201 East Rudasill Road
Tucson
Arizona 85704-6024
U.S.A.
Dear Mr. Arnold
You currently have an option (the "Option") to purchase 50,000 shares (the
"Shares") in Authoriszor Inc. (the "Company") at a price of $1.00 at any time up
to 1st January 2001.
The Company is negotiating to place shares to raise $10 - $15 million, but this
is likely to take some time to complete. It would be in the best interests of
the Company to have some working capital now; accordingly the Board has
authorized me to approach certain warrant and option holders to invite them to
subscribe for their entitlement to shares of Company common stock at a discount
of one-third to the issue price provided that such options are exercised in full
no later than the later of 31st January 2000 or five (5) business days after the
filing of the Registration Statement (as hereinafter defined). In your case,
this would mean subscribing for 50,000 Shares at an exercise price of 66.66
cents per share instead of $1.00.
The Company contemplates filing a Form S-8 registration statement (the
"Registration Statement") covering, inter alia, the issuance of the Shares.
Promptly after the filing of the Registration Statement, the Company will send
you an Executive Summary relating, inter alia, to the Stock Option Agreement
with respect to the Option. The Executive Summary serves as a Prospectus under
the Registration Statement. You are urged not to exercise the Option until after
you have received the Executive Summary and had an opportunity to carefully read
the Executive Summary.
If you desire to exercise your Option at the reduced exercise price pursuant to
the terms set forth herein, please sign the enclosed copy of this letter and
effect a telegraphic transfer for $33,334 to the Company's account at Comerica
Bank, 1300 North Park Center, Dallas, Texas 75265-0282; ABA No.: 111000753;
Account Name: Toucan Gold Corporation; Account No: 1880416886; in full payment
for the issue of 50,000 shares of Company common stock.
Yours sincerely,
/s/ R.P. Jeffcock
- ------------------
R.P. JEFFCOCK
<PAGE>
To: Robert Jeffcock
Chief Executive Officer
Authoriszor Inc.
I refer to your letter of 6th January 2000 and confirm agreement to exercising
my Option in full on the above terms. I have arranged for a telegraphic transfer
of $33,334 to Authoriszor Inc.'s account, as detailed above.
- -----------------------
L.C. ARNOLD
EXHIBIT 4.4
AMENDED AND RESTATED
STOCK OPTION AGREEMENT
TOUCAN GOLD CORPORATION
A Nonqualified Stock Option (the "Option") for a total of 200,000
shares (the "Shares") of common stock, par value $.01 per share (the "Common
Stock"), of Toucan Gold Corporation, a Delaware corporation (the "Company"), is
hereby granted to Robert P. Jeffcock (the "Optionee") pursuant to the terms of
this Option Agreement (the "Option Agreement").
WHEREAS, the Company and Jeffcock are parties to that certain Stock
Option Agreement, dated as of February 2, 1998 (the "Agreement");
WHEREAS, the Board of Directors of the Company has approved Amendment
Number One to Stock Option Agreement, dated as of April 27, 1999 (the
"Amendment"); and
WHEREAS, the Option has been amended and restated, inter alia, to
delete and replace erroneous information concerning the number of stock options
granted to Optionee in the Agreement and Amendment;
NOW, THEREFORE, the Option is amended and restated as follows:
Section 1. Exercise Price. The exercise price of the Option is $1.00
for each Share.
Section 2. Exercise of the Option. This Option may be exercised at any
time after the date of Grant, subject to its expiration date and subject to the
provisions contained in Sections 3 and 4 below. This Option will expire by its
terms on January 1, 2001.
(a) Method of Exercise. Options shall be deemed properly
exercised when:
(i) the Company has received written notice of such
exercise, stating the number of Shares which are being
purchased, delivered to the Company and signed by the person
or persons entitled to exercise the Option and, if the Option
is being exercised by any person or persons other than the
Optionee, be accompanied by proof, satisfactory to the
Company, of the right of such person or persons to exercise
the Option;
(ii) full payment of the exercise price of the Shares
as to which the Option is exercised has been tendered to the
Company; and
(iii) arrangements that are satisfactory to the Board
of Directors of the Company (the "Board") in its sole
discretion have been made for the Optionee's payment to the
Company of the amount, if any, that the Company determines to
be necessary for the Company to withhold in accordance with
applicable federal or state income tax withholding
requirements.
1
<PAGE>
(b) Payment. The exercise price of any Shares purchased shall
be paid in cash, by certified or cashier's check, by money order or by
personal check (if approved by the Board).
(c) Restrictions on Exercise.
(i) This Option may not be exercised if the issuance
of the Shares upon such exercise would constitute a violation
of any applicable federal or state securities or other law or
valid regulation. As a condition to the exercise of this
Option, the Company may require the exercising person to make
any agreements and undertakings that may be required by any
applicable law or regulation.
(ii) Shares issued upon the exercise of this Option
without registration of such Shares under the Securities Act
of 1933, as amended (the "Act"), shall be restricted
securities subject to the terms of Rule 144 under the Act. The
certificates representing any such Shares shall bear an
appropriate legend restricting transfer and the transfer agent
of the Company shall be given stop transfer instructions with
respect to such Shares.
Section 3. Term of Option. This Option may not be exercised after
January 1, 2001 and is subject to earlier termination as provided in Section 4.
In addition, this Option is subject to cancellation by the Company upon a
significant corporate event as provided in Section 4 below. This Option may be
exercised during such times only in accordance with the terms of this Option
Agreement.
Section 4. Termination of Option Period.
(a) The unexercised portion of this Option shall automatically
and without notice terminate and become null and void at the time of
the earliest to occur of the following:
(i) the date that the Optionee ceases to be a
director, consultant to or ceases to be employed by, as the
case may be, the Company or a subsidiary as a result of a
termination for Cause.
The term "Cause," for purposes of this Agreement, shall mean
any one or more of the following:
(w) Optionee's failure to carry out
lawful directives of the Chief
Executive Officer of the Company.
(x) Optionee's performance of any
criminal acts (excluding traffic
violations and other minor
offenses);
(y) Optionee's theft or embezzlement of
property, including trade secrets,
of the company; or
2
<PAGE>
(z) Optionee's negligence in the perfor-
mance of his duties.
(ii) January 1, 2001.
(b) The Company in its sole discretion may, by giving written
notice (a "Cancellation Notice") prior to the consummation of any of
the transaction described in Section 4(b)(i) or 4(b)(ii), cancel,
effective upon the date of the consummation of any of such
transactions, all or any portion of this Option that remains
unexercised on such date. Such Cancellation Notice shall be given a
reasonable period of time (but not less than 15 days) prior to the
proposed date of such cancellation, and may be given either before or
after stockholder approval of such transaction.
(i) Any transaction (which shall include a series of
transactions occurring within 60 days or occurring pursuant to
a plan) that has the result that stockholders of the Company
immediately before such transaction cease to own at least 51%
of (x) the voting stock of the Company or (y) any entity that
results from the participation of the Company in a
reorganization, consolidation, merger, liquidation or any
other form of corporate transaction.
(ii) A sale, lease, exchange or other disposition of
all or substantially all the property and assets of the
Company to an unaffiliated third party.
(iii) Neither (i) nor (ii) of this Section 4(b)
shall, directly or indirectly, include (x) a
reverse-acquisition involving the Corporation and any third
party entity or (y) the exercise by Minmet PLC of its option
to acquire all of the issued share capital of MBL.
Section 5. Adjustment of Shares.
(a) If at any time while unexercised Options are outstanding
hereunder, there shall be any increase or decrease in the number of
issued and outstanding shares of Common Stock through the declaration
of a stock dividend or through any recapitalization resulting in a
stock split-up, combination or exchange of shares, then and in such
event appropriate adjustment shall be made in the number of Shares and
the exercise price per Share thereof then subject to this Option, so
that the same proportion of the Company's issued and outstanding shares
shall remain subject to purchase at the same aggregate exercise price.
(b) Except as otherwise expressly provided herein, the
issuance by the Company of shares of its capital stock of any class, or
securities convertible into shares of capital stock of any class,
either in connection with direct sale or upon the exercise of rights or
warrants to subscribe therefor, or upon conversion of shares or
obligations of the Company convertible into such shares or other
securities, shall not affect, and no adjustment by reason thereof shall
be made with respect to the number of or exercise price of Shares then
subject to this Option.
3
<PAGE>
(c) Without limiting the generality of the foregoing, the
existence of this Option shall not affect in any manner the right or
power of the Company to make, authorize or consummate (i) any or all
adjustments, recapitalizations, reorganizations or other changes in the
Company's capital structure or its business; (ii) any merger or
consolidation of the Company; (iii) any issue by the Company of debt
securities, or preferred or preference stock that would rank above the
Shares subject to this Option; (iv) the dissolution or liquidation of
the Company; (v) any sale, transfer or assignment of all or any part of
the assets or business of the Company; or (vi) any other corporate act
or proceeding, whether of a similar character or otherwise.
Section 6. Assignability of Option. This Option may be transferred or
assigned by the Optionee only to family members, trusts for the benefit of the
Optionee or for the benefit of the Optionee's family members, other entities for
the benefit of the Optionee, by will or by the laws of descent and distribution.
Other than these enumerated entities, the Option may not be transferred by the
Optionee.
Section 7. Issuance of Shares. No person shall be, or have any rights
or privileges of, a stockholder of the Company with respect to any of the Shares
subject to this Option unless and until certificates representing such Shares
have been issued and delivered to such person. As a condition of an issuance of
a stock certificate for Shares, the Company may obtain such agreements or
undertakings, if any, as it may deem necessary or advisable to assure compliance
with any provision of this Option Agreement or any law or regulation, including,
but not limited to, the following:
(a) The Optionee's representation and warranty to the Company,
at the time the Option is exercised, that the Shares to be issued are
being acquired for investment and not with a view to, or for sale in
connection with, the distribution of any such Shares; and
(b) the Optionee's representation, warranty or agreement to be
bound by any legends that are, in the opinion of the Company, necessary or
appropriate to comply with the provisions of any securities law deemed by the
Company to be applicable to the issuance of the Shares and to be endorsed upon
the certificates representing the Shares.
Section 8. Administration of this Option.
(a) The determinations and the interpretation and construction
of any provision of this Option by the Company shall be final and
conclusive.
(b) Subject to the express provisions of this Option, the
Company shall have the authority, in its sole and absolute discretion
(i) to adopt, amend, and rescind administrative and interpretive rules
and regulations relating to this Option; (ii) to construe the terms of
this Option; (iii) as provided in Section 5, upon certain events to
make appropriate adjustments to the exercise price and number of Shares
subject to this Option; and (iv) to make all other determinations and
perform all other acts necessary or advisable for administering this
Option, including the delegation of such ministerial acts and
responsibilities as the Company deems appropriate. The Company may
correct any defect or supply any omission or reconcile any
inconsistency in this Option in the manner and to the extent it shall
deem expedient to carry
4
<PAGE>
it into effect, and it shall be the sole and final judge of such
expediency. The Company shall have full discretion to make all
determinations on the matters referred to in this Section 8(b), and
such determinations shall be final, binding and conclusive.
Section 9. Government Regulations. The granting and exercise of this
Option and the obligation of the Company to sell and deliver Shares under this
Option, shall be subject to all applicable laws, rules and regulations, and to
such approvals by any governmental agencies or national securities exchanges as
may be required.
Section 10. Law Governing. THIS OPTION IS INTENDED TO BE PERFORMED IN
THE STATE OF DELAWARE AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH AND
GOVERNED BY THE LAWS OF SUCH STATE EXCEPT TO THE EXTENT DELAWARE LAW IS
PREEMPTED BY FEDERAL LAW.
Section 11. Notices. Whenever any notice is required or permitted under
this Option Agreement, such notice must be in writing and personally delivered
or sent by mail or delivery by a nationally recognized courier service. Any
notice required or permitted to be delivered under this Option Agreement shall
be deemed to be delivered on the date on which it is personally delivered, or,
if mailed, whether actually received or not, on the third Business Day after it
is deposited in the United States mail, certified or registered, postage
prepaid, addressed to the person who is to receive it at the address that such
person has previously specified by written notice delivered in accordance with
this subsection. The Company or the Optionee may change, at any time and from
time to time, by written notice to the other, the address that was previously
specified for receiving notices. Until changed in accordance with this Option
Agreement, the Company and the Optionee shall specify as its or his address for
receiving notices the address set forth in this Option Agreement pertaining to
the Shares to which such notice relates.
Section 12. Miscellaneous.
(a) This Option is in addition to any other stock option plans
of the Company or other benefits with respect to the Optionee's
position with or relationship to the Company or its subsidiaries. This
Option shall not confer upon the Optionee the right to continue as an
employee, consultant or advisor, or interfere in any way with the
rights of the Company to terminate the Optionee's status as an
employee, consultant or advisor.
(b) The members of the Board shall not be liable for any act,
omission or determination taken or made in good faith with respect to
this Option, and members of the Board shall, in addition to all other
rights of indemnification and reimbursement, be entitled to
indemnification and reimbursement by the Company in respect of any
claim, loss, damage, liability or expense (including attorneys' fees,
the costs of settling any suit, provided such settlement is approved by
independent legal counsel selected by the Company, and amounts paid in
satisfaction of a judgment, except a judgment based on a finding of bad
faith) arising from such claim, loss, damage, liability or expense to
the full extent permitted by law and under any directors' and officers'
liability or similar insurance coverage that may from time to time be
in effect.
5
<PAGE>
(c) Any issuance or transfer of Shares to the Optionee, or to
the Optionee's legal representative, heir, legatee, or distributee, in
accordance with the provisions of this Option, shall, to the extent
thereof, be in full satisfaction of all claims of such persons under
this Option. The Company may require the Optionee, or any legal
representative, heir, legatee or distributee as a condition precedent
to such payment or issuance or transfer of Shares, to execute a release
and receipt for such payment or issuance or transfer of Shares in such
form as it shall determine.
(d) Neither the Board nor the Company guarantees Shares from
loss or depreciation.
(e) All expenses incident to the administration, termination,
or protection of this Option, including, but not limited to, legal and
accounting fees, shall be paid by the Company; provided, however, the
Company may recover any and all damages, fees, expenses and costs
arising out of any actions taken by the Company to enforce its rights
under this Option.
(f) Records of the Company shall be conclusive for all
purposes under this Option, unless determined by the Board to be
incorrect.
(g) Any action required of the Company relating to this Option
shall be by resolution of the Board or by a person authorized to act by
resolution of the Board.
(h) If any provision of this Option is held to be illegal or
invalid for any reason, the illegality or invalidity shall not affect
the remaining provisions of this Option, but such provision shall be
fully severable, and this Option shall be construed and enforced as if
the illegal or invalid provision had never been included in this
Option.
(i) Any person entitled to notice under this Option may waive
such notice.
(j) This Option shall be binding upon the Optionee, his legal
representatives, heirs, legatees and distributees upon the Company, its
successors, and assigns, and upon the Board and its successors.
(k) The titles and headings of Sections are included for
convenience of reference only and are not to be considered in
construction of this Option's provisions.
(l) Words used in the masculine shall apply to the feminine
where applicable, and wherever the context of this Option dictates, the
plural shall be read as the singular and the singular as the plural.
6
<PAGE>
Toucan Gold Corporation
Dated as of:
April 1, 1999
By:
-----------------
Robert A. Pearce
Vice President
ADDRESS:
8201 Preston Road
Suite 600
Dallas, Texas 75225
7
<PAGE>
Optionee hereby accepts this Option subject to all the terms and
provisions of this Option Agreement.
By:
---------------------
Robert P. Jeffcock
Optionee
8
EXHIBIT 4.5
AUTHORISZOR INC
Windsor House
Cornwall Road
Harrogate
North Yorkshire HG1 2PW
Tel: 01423 730300
Fax: 01423 730301
6th January 2000
Mr. R.P. Jeffcock
Apartment B42
Roc Fleuri
1 Rue du Tenao
MC98000 Monaco
Dear Mr. Jeffcock
You currently have an option (the "Option") to purchase 200,000 shares (the
"Shares") in Authoriszor Inc. (the "Company") at a price of $1.00 at any time up
to 1st January 2001.
The Company is negotiating to place shares to raise $10 - $15 million, but this
is likely to take some time to complete. It would be in the best interests of
the Company to have some working capital now; accordingly the Board has
authorized me to approach certain warrant and option holders to invite them to
subscribe for their entitlement to shares of Company common stock at a discount
of one-third to the issue price provided that such options are exercised in full
no later than the later of 31st January 2000 or five (5) business days after the
filing of the Registration Statement (as hereinafter defined). In your case,
this would mean subscribing for 200,000 Shares at an exercise price of 66.66
cents per share instead of $1.00.
The Company contemplates filing a Form S-8 registration statement (the
"Registration Statement") covering, inter alia, the issuance of the Shares.
Promptly after the filing of the Registration Statement, the Company will send
you an Executive Summary relating, inter alia, to the Stock Option Agreement
with respect to the Option. The Executive Summary serves as a Prospectus under
the Registration Statement. You are urged not to exercise the Option until after
you have received the Executive Summary and had an opportunity to carefully read
the Executive Summary.
If you desire to exercise your Option at the reduced exercise price pursuant to
the terms set forth herein, please sign the enclosed copy of this letter and
effect a telegraphic transfer for $133,336 to the Company's account at Comerica
Bank, 1300 North Park Center, Dallas, Texas 75265-0282; ABA No.: 111000753;
Account Name: Toucan Gold Corporation; Account No: 1880416886; in full payment
for the issue of 200,000 shares of Company common stock.
Yours sincerely,
/s/ R.P. Jeffcock
- ------------------
R.P. JEFFCOCK
<PAGE>
To: Robert Jeffcock
Chief Executive Officer
Authoriszor Inc.
I refer to your letter of 6th January 2000 and confirm agreement to exercising
my Option in full on the above terms. I have arranged for a telegraphic transfer
of $133,336 to Authoriszor Inc.'s account, as detailed above.
- -----------------------
R.P. JEFFCOCK
EXHIBIT 4.7
AMENDMENT NUMBER ONE TO STOCK OPTION AGREEMENT
----------------------------------------------
THIS AMENDMENT NUMBER ONE TO STOCK OPTION AGREEMENT (this "Amendment"),
dated as of April 27, 1999, is entered into by and between Toucan Gold
Corporation, a Delaware corporation (the "Company"), and Robert A. Pearce
("Pearce").
WHEREAS, the Company and Pearce are parties to that certain Stock
Option Agreement, dated as of February 2, 1998 (the "Agreement");
WHEREAS, the Board of Directors of the Company has approved certain
amendments to the Agreement, including inter alia, an extension of the exercise
period of the Options.
NOW, THEREFORE, for valuable consideration, the receipt and adequacy of
which are hereby acknowledged, the parties hereto hereby agree as follows:
1. Defined Terms. Unless otherwise defined herein, capitalized terms
used herein shall have the meanings, if any, assigned to them in the Agreement.
2. Amendments to Agreement. The first paragraph of Section 2.of the
Agreement is hereby amended and restated in its entirety, with clauses (a), (b)
and (c) of Section 2 to remain unchanged, to read as follows:
"Section 2. Exercise of the Option. This Option may be exercised at
any time after the date of Grant, subject to its expiration date and
subject to the provisions contained in Sections 3 and 4 below. This
Option will expire by its terms on January 1, 2001."
Section 3 of the Agreement is hereby amended and restated in its
entirety to read as follows:
"Section 3. Term of Option. This Option may not be exercised after
January 1, 2001 and is subject to earlier termination as provided in
Section 4. In addition, this Option is subject to cancellation by the
Company upon a significant corporate event as provided in Section 4
below. This Option may be exercised during such times only in
accordance with the terms of this Option Agreement."
Section 4 of the Agreement is hereby amended and restated in its
entirety to read as follows:
"Section 4. Termination of Option Period.
(a) The unexercised portion of this Option shall automatically
and without notice terminate and become null and void at the time of
the earliest to occur of the following:
(i) the date that the Optionee ceases to be a
director, consultant to or ceases to be employed by, as the
case may be, the Company or a subsidiary as a result of a
termination for Cause.
1
<PAGE>
The term "Cause," for purposes of this Agreement, shall mean
any one or more of the following:
(w) Optionee's failure to carry out
lawful directives of the Chief
Executive Officer of the Company.
(x) Optionee's performance of any
criminal acts (excluding traffic
violations and other minor
offenses);
(y) Optionee's theft or embezzlement of
property, including trade secrets,
of the company; or
(z) Optionee's negligence in the perfor-
mance of his duties.
(ii) January 1, 2001.
(b) The Company in its sole discretion may, by giving written
notice (a "Cancellation Notice") prior to the consummation of any of
the transaction described in Section 4(b)(i) or 4(b)(ii), cancel,
effective upon the date of the consummation of any of such
transactions, all or any portion of this Option that remains
unexercised on such date. Such Cancellation Notice shall be given a
reasonable period of time (but not less than 15 days) prior to the
proposed date of such cancellation, and may be given either before or
after stockholder approval of such transaction.
(i) Any transaction (which shall include a series of
transactions occurring within 60 days or occurring pursuant to
a plan) that has the result that stockholders of the Company
immediately before such transaction cease to own at least 51%
of (x) the voting stock of the Company or (y) any entity that
results from the participation of the Company in a
reorganization, consolidation, merger, liquidation or any
other form of corporate transaction.
(ii) A sale, lease, exchange or other disposition of
all or substantially all the property and assets of the
Company to an unaffiliated third party.
(iii) Neither (i) nor (ii) of this Section 4(b)
shall, directly or indirectly, include (x) a
reverse-acquisition involving the Corporation and any third
party entity or (y) the exercise by Minmet PLC of its option
to acquire all of the issued share capital of MBL."
3. Miscellaneous.
(a) Except as expressly amended herein, all terms, covenants
and provisions of the Agreement are and shall remain in full force and
effect.
2
<PAGE>
(b) This Amendment shall be binding upon and inure to the
benefit of the parties hereto and their respective successors and
assigns. No third party beneficiaries are intended in connection with
this Amendment.
(c) This Amendment shall be governed by and construed in
accordance with the laws of the State of Delaware.
(d) This Amendment may be executed in one or more
counterparts, each of which shall be deemed an original, but all of
which together shall constitute one and the same instrument.
(e) If any term or provision of this Amendment shall be held
by a court of competent jurisdiction to be invalid or unenforceable
such term or provision shall not impair or invalidate the remainder of
this Amendment and the effect thereof shall be confined to the
provision held to be invalid or illegal.
IN WITNESS WHEREOF, the parties hereto have executed and
delivered this Amendment as of the date first above written.
TOUCAN GOLD CORPORATION
By:
-------------------------
Name: Robert P. Jeffcock
-------------------------
Title: President
-------------------------
-------------------------------
ROBERT A. PEARCE
3
EXHIBIT 4.8
AUTHORISZOR INC
Windsor House
Cornwall Road
Harrogate
North Yorkshire HG1 2PW
Tel: 01423 730300
Fax: 01423 730301
6th January 2000
Mr. R. A. Pearce
19 Owston Street
Mosmon Park
Western Australia 6012
Dear Mr. Pearce
You currently have an option (the "Option") to purchase 50,000 shares (the
"Shares") in Authoriszor Inc. (the "Company") at a price of $1.00 at any time up
to 1st January 2001.
The Company is negotiating to place shares to raise $10 - $15 million, but this
is likely to take some time to complete. It would be in the best interests of
the Company to have some working capital now; accordingly the Board has
authorized me to approach certain warrant and option holders to invite them to
subscribe for their entitlement to shares of Company common stock at a discount
of one-third to the issue price provided that such options are exercised in full
no later than the later of 31st January 2000 or five (5) business days after the
filing of the Registration Statement (as hereinafter defined). In your case,
this would mean subscribing for 50,000 Shares at an exercise price of 66.66
cents per share instead of $1.00.
The Company contemplates filing a Form S-8 registration statement (the
"Registration Statement") covering, inter alia, the issuance of the Shares.
Promptly after the filing of the Registration Statement, the Company will send
you an Executive Summary relating, inter alia, to the Stock Option Agreement
with respect to the Option. The Executive Summary serves as a Prospectus under
the Registration Statement. You are urged not to exercise the Option until after
you have received the Executive Summary and had an opportunity to carefully read
the Executive Summary.
If you desire to exercise your Option at the reduced exercise price pursuant to
the terms set forth herein, please sign the enclosed copy of this letter and
effect a telegraphic transfer for $33,334 to the Company's account at Comerica
Bank, 1300 North Park Center, Dallas, Texas 75265-0282; ABA No.: 111000753;
Account Name: Toucan Gold Corporation; Account No: 1880416886; in full payment
for the issue of 50,000 shares of Company common stock.
Yours sincerely,
/S/ R.P. Jeffcock
- -----------------
R.P. JEFFCOCK
<PAGE>
To: Robert Jeffcock
Chief Executive Officer
Authoriszor Inc.
I refer to your letter of 6th January 2000 and confirm agreement to exercising
my Option in full on the above terms. I have arranged for a telegraphic transfer
of $33,334 to Authoriszor Inc.'s account, as detailed above.
- -----------------------
R.A. PEARCE
EXHIBIT 4.9
AMENDED AND RESTATED
STOCK OPTION AGREEMENT
TOUCAN GOLD CORPORATION
A Nonqualified Stock Option (the "Option") for a total of 50,000 shares
(the "Shares") of common stock, par value $.01 per share (the "Common Stock"),
of Toucan Gold Corporation, a Delaware corporation (the "Company"), is hereby
granted to David Carmichael (the "Optionee") pursuant to the terms of this
Option Agreement (the "Option Agreement").
WHEREAS, as of September 27, 1997, the Company granted the Option to
Optionee pursuant to the Employment Agreement (the "Employment Agreement") with
the Company, dated April 1, 1997, which contained a vesting schedule with
respect to the Option;
WHEREAS, such vesting schedule expired on April 1, 1999; and
WHEREAS, the Option has been amended and restated, inter alia, to
delete references to the Employment Agreement.
NOW, THEREFORE, the Option is amended and restated as follows:
Section 1. Exercise Price. The exercise price of the Option is $1.00
for each Share.
Section 2. Exercise of the Option. The Options may be exercised at any
time after the date hereof, subject to the provisions contained in Sections 3
and 4 below.
(a) Method of Exercise. Options shall be deemed properly
exercised when:
(i) the Company has received written notice of such
exercise, stating the number of Shares which are being
purchased, delivered to the Company and signed by the person
or persons entitled to exercise the Option and, if the Option
is being exercised by any person or persons other than the
Optionee, be accompanied by proof, satisfactory to the
Company, of the right of such person or persons to exercise
the Option;
(ii) full payment of the exercise price of the Shares
as to which the Option is exercised has been tendered to the
Company; and
(iii) arrangements that are satisfactory to the Board
of Directors of the Company (the "Board") in its sole
discretion have been made for the Optionee's payment to the
Company of the amount, if any, that the Company determines to
be necessary for the Company to withhold in accordance with
applicable federal or state income tax withholding
requirements.
(b) Payment. The exercise price of any Shares purchased shall
be paid in cash, by certified or cashier's check, by money order or by
personal check (if approved by the Board).
1
<PAGE>
(c) Restrictions on Exercise.
(i) This Option may not be exercised if the issuance
of the Shares upon such exercise would constitute a violation
of any applicable federal or state securities or other law or
valid regulation. As a condition to the exercise of this
Option, the Company may require the exercising person to make
any agreements and undertakings that may be required by any
applicable law or regulation.
(ii) Shares issued upon the exercise of this Option
without registration of such Shares under the Securities Act
of 1933, as amended (the "Act"), shall be restricted
securities subject to the terms of Rule 144 under the Act. The
certificates representing any such Shares shall bear an
appropriate legend restricting transfer and the transfer agent
of the Company shall be given stop transfer instructions with
respect to such Shares.
Section 3. Term of Option. This Option may not be exercised after April
1, 2002 and is subject to earlier termination as provided in Section 4. In
addition, this Option is subject to cancellation by the Company upon a
significant corporate event as provided in Section 4 below. This Option may be
exercised during such times only in accordance with the terms of this Option
Agreement.
Section 4. Cancellation of Option.
(a) The Company in its sole discretion may, by giving written
notice (a "Cancellation Notice") prior to the consummation of any of
the transactions described in Section 4(a)(i) or 4(a)(ii), cancel,
effective upon the date of the consummation of any of such
transactions, all or any portion of this Option that remains
unexercised on such date. Such Cancellation Notice shall be given a
reasonable period of time (but not less than 15 days) prior to the
effective date of such cancellation, and may be given either before or
after stockholder approval of such transaction.
(i) Any transaction (which shall include a series of
transactions occurring within 60 days or occurring pursuant to
a plan) that has the result that stockholders of the Company
immediately before such transaction cease to own at least 51%
of (x) the voting stock of the Company or (y) any entity that
results from the participation of the Company in a
reorganization, consolidation, merger, liquidation or any
other form of corporate transaction.
(ii) A sale, lease, exchange or other disposition of
all or substantially all the property and assets of the
Company to an unaffiliated third party.
(b) Section 4(a) shall not apply to the exercise by Minmet PLC
of its option to acquire all of the issued share capital of the
Brazilian mining subsidiary of the Company.
2
<PAGE>
Section 5. Adjustment of Shares.
(a) If at any time while unexercised Options are outstanding
hereunder, there shall be any increase or decrease in the number of
issued and outstanding shares of Common Stock through the declaration
of a stock dividend or through any recapitalization resulting in a
stock split-up, combination or exchange of shares, then and in such
event appropriate adjustment shall be made in the number of Shares and
the exercise price per Share thereof then subject to this Option, so
that the same proportion of the Company's issued and outstanding shares
shall remain subject to purchase at the same aggregate exercise price.
(b) Except as otherwise expressly provided herein, the
issuance by the Company of shares of its capital stock of any class, or
securities convertible into shares of capital stock of any class,
either in connection with direct sale or upon the exercise of rights or
warrants to subscribe therefor, or upon conversion of shares or
obligations of the Company convertible into such shares or other
securities, shall not affect, and no adjustment by reason thereof shall
be made with respect to the number of or exercise price of Shares then
subject to this Option.
(c) Without limiting the generality of the foregoing, the
existence of this Option shall not affect in any manner the right or
power of the Company to make, authorize or consummate (i) any or all
adjustments, recapitalizations, reorganizations or other changes in the
Company's capital structure or its business; (ii) any merger or
consolidation of the Company; (iii) any issue by the Company of debt
securities, or preferred or preference stock that would rank above the
Shares subject to this Option; (iv) the dissolution or liquidation of
the Company; (v) any sale, transfer or assignment of all or any part of
the assets or business of the Company; or (vi) any other corporate act
or proceeding, whether of a similar character or otherwise.
Section 6. Non-Assignability of Option. This Option may not be trans-
ferred or assigned by the Optionee other than by will or by the laws of descent
and distribution.
Section 7. Issuance of Shares. No person shall be, or have any rights
or privileges of, a stockholder of the Company with respect to any of the Shares
subject to this Option unless and until certificates representing such Shares
have been issued and delivered to such person. As a condition of an issuance of
a stock certificate for Shares, the Company may obtain such agreements or
undertakings, if any, as it may deem necessary or advisable to assure compliance
with any provision of this Option Agreement or any law or regulation, including,
but not limited to, the following:
(a) The Optionee's representation and warranty to the Company,
at the time the Option is exercised, that the Shares to be issued are
being acquired for investment and not with a view to, or for sale in
connection with, the distribution of any such Shares; and
3
<PAGE>
(b) the Optionee's representation, warranty or agreement to be
bound by any legends that are, in the opinion of the Company, necessary
or appropriate to comply with the provisions of any securities law
deemed by the Company to be applicable to the issuance of the Shares
and to be endorsed upon the certificates representing the Shares.
Section 8. Administration of this Option.
(a) The determinations and the interpretation and construction
of any provision of this Option by the Company shall be final and
conclusive.
(b) Subject to the express provisions of this Option, the
Company shall have the authority, in its sole and absolute discretion
(i) to adopt, amend, and rescind administrative and interpretive rules
and regulations relating to this Option; (ii) to construe the terms of
this Option; (iii) as provided in Section 5, upon certain events to
make appropriate adjustments to the exercise price and number of Shares
subject to this Option; and (iv) to make all other determinations and
perform all other acts necessary or advisable for administering this
Option, including the delegation of such ministerial acts and
responsibilities as the Company deems appropriate. The Company may
correct any defect or supply any omission or reconcile any
inconsistency in this Option in the manner and to the extent it shall
deem expedient to carry it into effect, and it shall be the sole and
final judge of such expediency. The Company shall have full discretion
to make all determinations on the matters referred to in this Section
8(b), and such determinations shall be final, binding and conclusive.
Section 9. Government Regulations. The granting and exercise of this
Option and the obligation of the Company to sell and deliver Shares under this
Option, shall be subject to all applicable laws, rules and regulations, and to
such approvals by any governmental agencies or national securities exchanges as
may be required.
Section 10. Law Governing. THIS OPTION IS INTENDED TO BE PERFORMED IN
THE STATE OF DELAWARE AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH AND
GOVERNED BY THE LAWS OF SUCH STATE EXCEPT TO THE EXTENT DELAWARE LAW IS
PREEMPTED BY FEDERAL LAW.
Section 11. Notices. Whenever any notice is required or permitted under
this Option Agreement, such notice must be in writing and personally delivered
or sent by mail or delivery by a nationally recognized courier service. Any
notice required or permitted to be delivered under this Option Agreement shall
be deemed to be delivered on the date on which it is personally delivered, or,
if mailed, whether actually received or not, on the third Business Day after it
is deposited in the United States mail, certified or registered, postage
prepaid, addressed to the person who is to receive it at the address that such
person has previously specified by written notice delivered in accordance with
this subsection. The Company or the Optionee may change, at any time and from
time to time, by written notice to the other, the address that was previously
specified for receiving notices. Until changed in accordance with this Option
Agreement, the Company and the Optionee shall specify as its or his address for
receiving notices the address set forth in this Option Agreement pertaining to
the Shares to which such notice relates.
4
<PAGE>
Section 12. Miscellaneous.
(a) This Option is in addition to any other stock option plans
of the Company or other benefits with respect to the Optionee's
position with or relationship to the Company or its subsidiaries. This
Option shall not confer upon the Optionee the right to continue as an
employee, consultant or advisor, or interfere in any way with the
rights of the Company to terminate the Optionee's status as an
employee, consultant or advisor.
(b) The members of the Board shall not be liable for any act,
omission or determination taken or made in good faith with respect to
this Option, and members of the Board shall, in addition to all other
rights of indemnification and reimbursement, be entitled to
indemnification and reimbursement by the Company in respect of any
claim, loss, damage, liability or expense (including attorneys' fees,
the costs of settling any suit, provided such settlement is approved by
independent legal counsel selected by the Company, and amounts paid in
satisfaction of a judgment, except a judgment based on a finding of bad
faith) arising from such claim, loss, damage, liability or expense to
the full extent permitted by law and under any directors' and officers'
liability or similar insurance coverage that may from time to time be
in effect.
(c) Any issuance or transfer of Shares to the Optionee, or to
the Optionee's legal representative, heir, legatee, or distributee, in
accordance with the provisions of this Option, shall, to the extent
thereof, be in full satisfaction of all claims of such persons under
this Option. The Company may require the Optionee, or any legal
representative, heir, legatee or distributee as a condition precedent
to such payment or issuance or transfer of Shares, to execute a release
and receipt for such payment or issuance or transfer of Shares in such
form as it shall determine.
(d) Neither the Board nor the Company guarantees Shares from
loss or depreciation.
(e) All expenses incident to the administration, termination,
or protection of this Option, including, but not limited to, legal and
accounting fees, shall be paid by the Company; provided, however, the
Company may recover any and all damages, fees, expenses and costs
arising out of any actions taken by the Company to enforce its rights
under this Option.
(f) Records of the Company shall be conclusive for all
purposes under this Option, unless determined by the Board to be
incorrect.
(g) Any action required of the Company relating to this Option
shall be by resolution of the Board or by a person authorized to act by
resolution of the Board.
(h) If any provision of this Option is held to be illegal or
invalid for any reason, the illegality or invalidity shall not affect
the remaining provisions of this Option, but such provision shall be
fully severable, and this Option shall be construed and enforced as if
the illegal or invalid provision had never been included in this
Option.
5
<PAGE>
(i) Any person entitled to notice under this Option may waive
such notice.
(j) This Option shall be binding upon the Optionee, his legal
representatives, heirs, legatees and distributees upon the Company, its
successors, and assigns, and upon the Board and its successors.
(k) The titles and headings of Sections are included for
convenience of reference only and are not to be considered in
construction of this Option's provisions.
(l) Words used in the masculine shall apply to the feminine
where applicable, and wherever the context of this Option dictates, the
plural shall be read as the singular and the singular as the plural.
Toucan Gold Corporation
Dated as of:
April 1, 1999
By:
-----------------------------
Robert P. Jeffcock, President
ADDRESS:
8201 Preston Road
Suite 600
Dallas, Texas 75225
6
<PAGE>
Optionee hereby accepts this Option subject to all the terms and
provisions of this Option Agreement.
By:
-------------------------
David Carmichael
Optionee
7
EXHIBIT 4.10
AUTHORISZOR INC
Windsor House
Cornwall Road
Harrogate
North Yorkshire HG1 2PW
Tel: 01423 730300
Fax: 01423 730301
6th January 2000
Mr. D. Carmichael
c/o Mineradora de Bauxita Ltda
Trav. Mestre Joao Monge Guimaraes, 82
Cep: 78010-170 - Cuiaba
Brasil
Dear Mr. Carmichael
You currently have an option (the "Option") to purchase 50,000 shares (the
"Shares") in Authoriszor Inc. (the "Company") at a price of $1.00 at any time up
to 1st April 2002.
The Company is negotiating to place shares to raise $10 - $15 million, but this
is likely to take some time to complete. It would be in the best interests of
the Company to have some working capital now; accordingly the Board has
authorized me to approach certain warrant and option holders to invite them to
subscribe for their entitlement to shares of Company common stock at a discount
of one-third to the issue price provided that such options are exercised in full
no later than the later of 31st January 2000 or five (5) business days after the
filing of the Registration Statement (as hereinafter defined). In your case,
this would mean subscribing for 50,000 Shares at an exercise price of 66.66
cents per share instead of $1.00.
The Company contemplates filing a Form S-8 registration statement (the
"Registration Statement") covering, inter alia, the issuance of the Shares.
Promptly after the filing of the Registration Statement, the Company will send
you an Executive Summary relating, inter alia, to the Stock Option Agreement
with respect to the Option. The Executive Summary serves as a Prospectus under
the Registration Statement. You are urged not to exercise the Option until after
you have received the Executive Summary and had an opportunity to carefully read
the Executive Summary.
If you desire to exercise your Option at the reduced exercise price pursuant to
the terms set forth herein, please sign the enclosed copy of this letter and
effect a telegraphic transfer for $33,334 to the Company's account at Comerica
Bank, 1300 North Park Center, Dallas, Texas 75265-0282; ABA No.: 111000753;
Account Name: Toucan Gold Corporation; Account No: 1880416886; in full payment
for the issue of 50,000 shares of Company common stock.
Yours sincerely,
/s/ R.P. Jeffcock
- ------------------
R.P. JEFFCOCK
<PAGE>
To: Robert Jeffcock
Chief Executive Officer
Authoriszor Inc.
I refer to your letter of 6th January 2000 and confirm agreement to exercising
my Option in full on the above terms. I have arranged for a telegraphic transfer
of $33,334 to Authoriszor Inc.'s account, as detailed above.
- -----------------------
D. CARMICHAEL
EXHIBIT 5.1
January 6, 2000
Authoriszor Inc.
8201 Preston Road
Dallas, Texas 75225
Re: Authoriszor Inc.- Registration Statement on Form S-8
Gentlemen:
We are counsel to Authoriszor Inc., a Delaware corporation (the
"Company"), and have acted as such in connection with the preparation of the
Registration Statement on Form S-8 (the "Registration Statement") to be filed
with the Securities and Exchange Commission on or about January 6, 2000, under
the Securities Act of 1933, as amended (the "Securities Act"), relating to
350,000 shares (the "Shares") of the $0.01 par value common stock (the "Common
Stock") of the Company that have been or may be issued by the Company pursuant
to certain Stock Option Agreements between the Company and David Carmichael, L.
Clark Arnold, Robert P. Jeffcock and Robert A. Pearce (the "Stock Option
Agreements").
You have requested an opinion with respect to certain legal aspects of
the proposed offering. In connection therewith, we have examined and relied upon
the original, or copies identified to our satisfaction, of (1) the Certificate
of Incorporation of the Company, as amended, and the Bylaws of the Company, as
amended; (2) minutes and records of the corporate proceedings of the Company
with respect to the approval of the Stock Option Agreements, the reservation of
350,000 Shares to be issued pursuant to the Stock Option Agreements and to which
the Registration Statement relates, the issuance of the shares of Common Stock
pursuant to the Stock Option Agreements and related matters; (3) the
Registration Statement and exhibits thereto, including the Stock Option
Agreements; and (4) such other documents and instruments as we have deemed
necessary for the expression of opinions herein contained. In making the
foregoing examinations, we have assumed the genuineness of all signatures and
the authenticity of all documents submitted to us as originals, and the
conformity to original documents of all documents submitted to us as certified
or photostatic copies. As to various questions of fact material to this opinion,
and as to the content and form of the Certificate of Incorporation, as amended,
the Bylaws, as amended, minutes, records, resolutions and other documents or
writings of the Company, we have relied, to the extent deemed reasonably
appropriate, upon representations or certificates of officers or directors of
the Company and upon documents, records and instruments furnished to us by the
Company, without independent check or verification of their accuracy.
<PAGE>
Authoriszor Inc.
December 30, 1999
Page 2
Based upon our examination, consideration of, and reliance on the
documents and other matters described above, and assuming that:
(1) the Shares to be sold and issued in the future will be duly issued
and sold in accordance with the terms of the Stock Option Agreements;
(2) the Company maintains an adequate number of authorized but unissued
shares and/or treasury shares available for issuance to those persons who
purchase Shares pursuant to the Stock Option Agreements; and
(3) the consideration for the Shares issued pursuant to the Stock
Option Agreements is actually received by the Company as provided in the Stock
Option Agreements and exceeds the par value of such shares;
then, we are of the opinion that, the Shares issued or sold in accordance with
the terms of the Stock Option Agreements will be duly and validly issued, fully
paid and nonassessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to references to us included in or made a part of the
Registration Statement. In giving this consent, we do not admit that we come
within the category of persons whose consent is required under Section 7 of the
Securities Act or the Rules and Regulations of the Securities and Exchange
Commission thereunder.
Very truly yours,
Jenkens & Gilchrist,
A Professional Corporation
By: /s/ Mark D. Wigder
-------------------------
Mark D. Wigder
Authorized Signatory
EXHIBIT 23.2
CONSENT OF INDEPENDENT AUDITORS
We have issued our report dated March 5, 1999 accompanying the consolidated
financial statements of Authoriszor, Inc. (formerly Toucan Gold Corporation)
appearing in the 1998 Annual report of the Company on Form 10-KSB as of December
31, 1998 and for the years ended December 31, 1997 and 1998 which are
incorporated by reference in this Registration Statement. We consent to the
incorporation by reference in the Registration Statement of the aforementioned
report.
GRANT THORNTON LLP
/s/ Grant Thornton LLP
---------------------------
Dallas, Texas
December 30, 1999
EXHIBIT 23.3
CONSENT OF INDEPENDENT AUDITORS
We have issued our reports dated November 10, 1999 accompanying the consolidated
financial statements of Authoriszor Inc. and subsidiary appearing in the Current
Report on Form 8-K/A filed on November 17, 1999 for the year ended June 30, 1999
which are incorporated by reference in this Registration Statement. We consent
to the incorporation by reference in the Registration Statement of the
aforementioned reports and to the use of our name as it appears under the
caption "Experts."
/s/ Grant Thornton
- ----------------------
GRANT THORNTON
Leeds, England
January 4, 2000
