<PAGE> 1
As filed with the Securities and Exchange Commission December 1, 1999
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
INFORMATION RESOURCE ENGINEERING, INC.
(Exact Name of Registrant as Specified in Charter)
<TABLE>
<S> <C>
Delaware 52-1287752
(State of other jurisdiction of incorporation or organization) (I.R.S Employer Identification No.)
</TABLE>
8029 Corporate Drive
Baltimore, MD 21236
(Address of Principal Executive Offices)(Zip Code)
INFORMATION RESOURCE ENGINEERING, INC. 1999 EMPLOYEE STOCK OPTION PLAN
INFORMATION RESOURCE ENGINEERING, INC. 1999 STOCK BONUS PLAN
INFORMATION RESOURCE ENGINEERING, INC. NON-EMPLOYEE DIRECTORS STOCK OPTION PLAN
(Full title of the plans)
Mr. Anthony A. Caputo
Chairman, Chief Executive Officer and President
INFORMATION RESOURCE ENGINEERING, INC.
8029 Corporate Drive
Baltimore, MD 21236
(410) 931-7500
(Name, address and telephone number of agent for service)
Copies to:
Bruce R. Thaw, Esq.
45 Banfi Plaza
Farmingdale, NY, 11735
(516) 752-1760
Calculation of Registration Fee
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------
Proposed Maximum Proposed Maximum
Titles of Securities Amount to be Offering Price Per Aggregate Offering Amount of
to be Registered Registered Share(1) Price Registration Fee
- --------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, $.01
par value 600,000 Shares $ 17.69 $10,614,000 $2,950.69
- --------------------------------------------------------------------------------------------------------
</TABLE>
(1) Estimated solely for the purposes of calculating the registration fee
pursuant to Rule 457(c) based upon a price of $17.69 per share which was
the average of the high and low sale prices as reported on the Nasdaq
National Market System on November 29, 1999.
<PAGE> 2
PART 1
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The documents containing the information specified in Part I of Form S-8
will be sent or given to employees and non-employee directors as specified by
Rule 428(b)(1). Such documents need not be filed with the Commission either as
part of this registration statement or as prospectuses or prospectus supplements
pursuant to Rule 424. These documents and the documents incorporated by
reference in the registration statement pursuant to Item 3 of Part II of this
form, taken together, constitute a prospectus that meets the requirements of
Section 10(a) of the Securities Act.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents filed with the SEC are incorporated by
reference in this Prospectus:
- - Annual Report on Form 10-K for the fiscal year ended December 31, 1998;
- - Quarterly Report on Form 10-Q for the quarterly period ended March 31,
1999;
- - Quarterly Report on Form 10-Q for the quarterly period ended June 30, 1999;
- - Quarterly Report on Form 10-Q for the quarterly period ended September 30,
1999; and
- - The description of our common stock contained in the Form 8-A Registration
Statement filed with the SEC on September 16, 1992 and any amendment or
report filed for the purpose of updating those descriptions.
All reports and other documents subsequently filed pursuant to Section
13(a), 13(c), 14 or 15(d) of the Exchange Act prior to the termination of this
offering shall be deemed to be incorporated by reference in this Prospectus and
to be a part of this Prospectus from the date of filing thereof. Any statement
contained in a document incorporated by reference herein shall be deemed to be
modified or superseded for purposes of this Prospectus to the extent that a
statement contained herein or in any other subsequently filed document which
also is or is deemed to be incorporated by reference herein modifies or
supersedes such statement. Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of this
Prospectus.
ITEM 4. DESCRIPTION OF SECURITIES.
Not Applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
The Law Offices of Bruce R. Thaw, 45 Banfi Plaza, Farmingdale, NY 11735
will pass upon the validity of the issuance of the shares offered hereby for us.
Mr. Thaw is a director and serves as our general counsel for which he has been
paid customary legal fees. Mr. Thaw also owns 220,000 shares of our Common
Stock.
1
<PAGE> 3
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Delaware General Corporation Law, as amended, provides for the
indemnification of the Company's officers, directors and corporate employees and
agents under certain circumstances as follows:
DEL. CODE ANN. TITLE 8
Sec. 145. Indemnification of officers, directors, employees and agents;
insurance
a) A corporation may 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 he 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 expenses (including attorney's fees), judgments, fines
and amounts paid in settlement actually and reasonably incurred by him in
connection with such action, suit or proceeding if he acted in good faith and in
a manner he 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 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 he
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
reasonable cause to believe that his conduct was unlawful.
b) A corporation may 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 he 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 expenses (including attorneys' fees),
actually and reasonably incurred by him in connection with the defense or
settlement of such action or suit if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of the
corporation and except that no indemnification shall be made in respect of any
claim, issue or matter as to which such person shall have been adjudged to be
liable to the corporation unless and only to the extent that the Court of
Chancery 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 or such other court
shall deem proper.
c) To the extent that a director, officer, employee or agent of a
corporation has been successful on the merits or otherwise in defense of any
action suit or proceeding referred to in subsections (a) and (b) of this
section, or in defense of any claim, issue or matter therein, he shall be
indemnified against expenses (including attorneys' fees) actually and reasonably
incurred by him in connection therewith.
d) Any indemnification under subsection (a) and (b) of this section (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 he has met the
applicable standard of conduct set forth in subsections (a) and (b) of this
section. Such determination shall be made (1) by the board of directors by a
majority vote of a quorum consisting of directors who were not parties to such
action, suit or proceedings, or (2) if such a quorum is not obtainable, or,
even, if obtainable a quorum of disinterested directors so directs, by
independent legal counsel in a written opinion, or (3) by the stockholders.
e) Expenses incurred by an officer or director in defending a civil or
criminal action, suit or proceeding may be paid by the corporation in advance of
the final disposition of such action, suit or proceeding upon receipt of an
undertaking by or on behalf of such director or officer to repay such amount if
it shall ultimately be determined that he is not entitled to be indemnified by
the corporation as authorized in this section. Such expenses incurred by other
employees and agents may be so paid upon such terms and conditions, if any, as
the board of directors deems appropriate.
2
<PAGE> 4
f) The indemnification and advancement of expenses provided by, or granted
pursuant to, the other subsections of this section shall not be deemed exclusive
of any other rights to which those seeking indemnification or advancement of
expenses may be entitled under any bylaw, agreement, vote of stockholders or
disinterested directors or otherwise, both as to action in his official capacity
and as to action in another capacity while holding such office.
g) A corporation shall have power to 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 him
and incurred by him in any such capacity, or arising out of his status as such,
whether or not the corporation would have the power to indemnify him against
such liability under this section.
h) For purposes of this section, 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, and 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 this section with respect to the resulting or surviving
corporation as he would have with respect to such constituent corporation if its
separate existence had continued.
i) For purposes of this section, references to "other enterprises" shall
include employee benefit plans; references to "fines" shall include any excise
taxes assessed on a person with respect to any employee benefit plan; and
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 he
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
section.
j) The indemnification and advancement of expenses provided by, or granted
pursuant to, this section shall, unless otherwise provided when authorized or
ratified, continue as to a person who has ceased to be director, officer,
employee or agent and shall inure to the benefit of the heirs, executors and
administrators of such a person.
The Certificate of Incorporation of the Company provides that the
indemnification provisions of Sections 102(b)(7) and 145 of the Delaware
Corporation Law shall be utilized to the fullest extent possible. Further, the
Certificate of Incorporation contains provisions to eliminate the liability of
the Company's directors to the Company or its stockholders to the fullest extent
permitted by Section 102(b)(7) of the Delaware General Corporation Law, as
amended from time to time.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933, as amended, is permitted to directors, officers or controlling persons
of the Registrant, pursuant to the above mentioned statutes or otherwise, the
Registrant understands that the Securities and Exchange Commission is of the
opinion that such indemnification may contravene federal public policy, as
expressed in said Act, and therefore, may be unenforceable. Accordingly, in the
event that a claim for such indemnification is asserted by any director, officer
or a controlling person of the Company, and the Commission is still of the same
opinion, the Registrant (except insofar as such claim seeks reimbursement by the
Registrant of expenses paid or incurred by a director, officer of controlling
person in successful defense of any action, suit or proceeding) will, unless the
matter has theretofore been adjudicated by precedent deemed by counsel for the
Registrant to be controlling, submit to a court of appropriate jurisdiction the
question whether or not indemnification by it is against public policy as
expressed in the Act and will be governed by the final adjudication of such
issue. The Placement Agent's Warrants provide for reciprocal indemnification and
such provisions are incorporated by reference herein.
3
<PAGE> 5
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not Applicable.
ITEM 8. EXHIBITS.
4.1 Specimen of Common Stock Certificate of Registrant (1)
4.2 Articles of Incorporation of Registrant, as filed with the
Secretary of State of Delaware on November 1, 1988, as amended on
March 6, 1989, May 19, 1989, September 22, 1992, June 30, 1995 and
October 4, 1995 (2)
4.3 By-laws of Registrant (1)
4.4 Information Resource Engineering, Inc. 1999 Employee Stock Option
Plan (3)
4.5 Information Resource Engineering, Inc. 1999 Stock Bonus Plan (3)
4.6 Information Resource Engineering, Inc. Non-Employee Director Stock
Option Plan (3)
4.7 Example of Stock Option Agreement intended to be used under the
1999 Employee Stock Option Plan.
4.8 Example of Stock Option Agreement intended to be used under the
Non-Employee Director Stock Option Plan.
5 Opinion of Counsel as to the legality of securities being
registered
15 None
23A Consent of Bruce R. Thaw, Counsel to the Company (contained in
Exhibit 5)
23B Consent of KPMG LLP, Independent Auditors
24 Power of Attorney - See signature page
28 None
(1) Filed as an exhibit to the Registration Statement on Form S-18 (File No.
33-28673) of the Registrant and incorporated herein by reference.
(2) Filed as an exhibit to the Registration Statement on Form SB-2 (File No.
33-80161) of the Registrant and incorporated herein by reference.
(3) Filed as an exhibit to a Definitive Proxy Statement on Schedule 14A for the
Annual Meeting of Shareholders held on July 28, 1999 and incorporated
herein by reference.
ITEM 17. UNDERTAKINGS
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 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.
(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.
4
<PAGE> 6
(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.
(4) 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 any charge provision, by-law contract, arrangements
statute, 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 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 against public policy as expressed in the Act and will be
governed by the final adjudication of such issue.
5
<PAGE> 7
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 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 at Baltimore, Maryland on the 30th day of November, 1999.
INFORMATION RESOURCE ENGINEERING, INC.
By:/s/Anthony A. Caputo
-------------------------------------
ANTHONY A. CAPUTO, Chairman,
President and Chief Executive Officer
KNOW ALL MEN BY THESE PRESENT, that each of the undersigned whose signature
appears below constitutes and appoints Anthony A. Caputo and David A. Skalitzky,
and each of them (with full power of each of them to act alone), his true and
lawful attorneys-in-fact and agents, with full power of substitution and
resubstitution for him and on his behalf, and in his name, place and stead, in
any and all capacities to execute and sign any and all amendments or
post-effective amendments to this registration statement, or subsequent
registration statements related to the shares registered hereby and to file the
same, with all exhibits thereto, and all other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorney-in-fact and agents, and each of them, full power and authority to do
and perform each and every act and thing requisite or necessary to be done in
and about the premises, as fully to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that said
attorney-in-fact and agents or any of them or their or his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof and the
Registrant hereby confers like authority on its behalf.
Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed below by the following persons in the capacities and
on the dates indicated:
<TABLE>
<CAPTION>
Signature Title Date
- --------------------------------------------------------------------------------------------------
<S> <C> <C>
/s/ Anthony A. Caputo Chairman, President and Chief Executive November 30,1999
- ----------------------- Officer (Principal Executive Officer)
ANTHONY A. CAPUTO
/s/ Carole D. Argo Senior Vice President and Chief November 30,1999
- ----------------------- Financial Officer
CAROLE D. ARGO (Principal Financial and Accounting Officer)
/s/ Thomas A. Brooks Director November 30,1999
- -----------------------
THOMAS A. BROOKS
/s/ Douglas E. Kozlay Director November 30,1999
- -----------------------
DOUGLAS E. KOZLAY
Director November 30,1999
- -----------------------
SHELLEY A. HARRISON
/s/ Ira A Hunt, Jr. Director November 30,1999
- -----------------------
IRA A. HUNT, JR.
/s/ Bruce R. Thaw Director November 30,1999
- -----------------------
BRUCE R. THAW
</TABLE>
6
<PAGE> 1
EXHIBIT 4.7
INFORMATION RESOURCE ENGINEERING, INC.
INCENTIVE STOCK OPTION AWARD AGREEMENT
(Date)
(Name and Address)
Dear ,
The Compensation Committee of the Board of Directors of Information
Resource Engineering, Inc. (the "Company") has granted to you on the date
indicated above an Incentive Stock Option (the "Option") to purchase shares
of the Common Stock, par value $.01 per share, of the Company (the "Common
Stock") at an exercise price of $ per share.
1. Acceptance of Incentive Stock Option Award Agreement
Your execution of this Incentive Stock Option Award Agreement (the "Option
Agreement") indicates your acceptance of and your willingness to be bound by its
terms. It imposes no obligation upon you to purchase any of the shares subject
to your Option. Your obligation to purchase shares arises only upon your
exercise of the Option in the manner set forth in paragraph 3 hereof.
2. Time of Exercise
The Option granted to you hereunder may be exercised, on a cumulative
basis, as to percent ( %) of the total number of shares covered hereby
per year commencing from the date of the grant of the Option hereunder, until
the expiration of the Option; provided, however, that this Option may not be
exercised as to less than 100 shares at any one time. This Option expires on
whether or not it has been duly exercised, unless sooner terminated as provided
in paragraphs 6,7,8 and 10 hereof.
3. Method of Exercise
This Option shall be exercisable by a written notice signed by you and
delivered to the Company at its principal executive offices, attention of the
Treasurer of the Company, signifying your election to exercise the Option, and
accompanied by cash or a certified check to the order of the Company for the
full purchase price of the shares being purchased. The notice, which must be
substantially in the form annexed hereto as Appendix "A", must state the number
of shares of Common Stock as to which your Option is being exercised. If notice
of the exercise of this Option is given by a person or persons other than you,
the Company may require, as a condition to the exercise of the Option, the
submission to the Company of appropriate proof of the right of such person or
persons to exercise the Option.
4. Issuance of Certificates upon Exercise of Option
Certificates representing the shares of the Common Stock for which payment
is made upon exercise of this Option shall be issued as soon as practicable.
Until the issuance of the certificate for
<PAGE> 2
such shares, you or such other person as may be entitled to exercise this
Option, shall have none of the rights of a stockholder with respect to the
shares subject to this Option.
5. Investment Covenant
You represent and agree that as a condition to the exercise of this Option,
the shares of Common Stock of the Company that you acquire under this Option
will be purchased for investment and not with a view for distribution or resale,
unless counsel for the Company is then of the opinion that such a representation
is not required under Securities Act of 1933, as amended, (the "Act") or any
other applicable law, regulation or rule of any governmental agency.
6. Termination of Employment
If your employment with the Company (or a subsidiary thereof) is terminated
for retirement or any reason, other than by permanent and total disability or
death, you may exercise this Option within ninety (90) days of the date of
termination to the extent this Option was exercisable on the date of
termination; provided, however, that such exercise must occur not later than
. If the Option is not exercised within the time specified herein, the
Option shall terminate.
7. Permanent and Total Disability
If your employment with the Company (or a subsidiary thereof) is terminated
by reason of your disability, you may exercise this Option within one year from
the date of termination due to disability to the extent this Option was
exercisable on the date of termination; provided, however, that such exercise
must occur not later than . If the Option is not exercised within the
time specified herein, the Option shall terminate.
8. Death
If you die while employed by the Company (or a subsidiary thereof), or die
within three months after termination of your employment for any reason except
permanent and total disability, or die within one year after termination of your
employment for reason of permanent and total disability, this Option may be
exercised by the person or persons to whom your rights under this Option
Agreement are transferred by will or by the laws of descent and distribution
within one year from the date of your death to the extent this Option was
exercisable on the date of your death; provided, however, that such exercise
must occur not later than . If the Option is not exercised within the
time specified herein, the Option shall terminate.
9. Non-Transferability of Option
This Option shall not be transferable or assignable except by will or the
laws of descent and distribution, and may be exercised during your lifetime only
by you.
10 Adjustments upon Certain Changes in Capitalization
The number of shares of Common Stock as well as the exercise price per
share of Common Stock cover by this Option Agreement shall be proportionally
adjusted for any increase or decrease in the number of issued shares of Common
Stock resulting from a stock split, reverse stock split, stock dividend,
combination or reclassification of the Common Stock, or any other increase or
decrease in the number of issued shares of Common Stock effected without receipt
of
<PAGE> 3
consideration by the Company; provided, however, that conversion of any
convertible securities of the Company shall not be deemed to have been effected
without receipt of consideration.
In the event of the proposed dissolution or liquidation of the Company, the
Option will terminate immediately prior to the consummation of such proposed
action, unless otherwise provided. The Company may, in the exercise of its sole
discretion in such instances, declare that the Option Agreement shall terminate
as of a date fixed by it and give you the right to exercise this Option as to
all or any part of the Common Stock, including shares as to which the Option
would not otherwise be exercisable. In the event that the outstanding shares of
Common Stock are hereafter changed into or exchanged for a different number or
kind of shares of stock or securities of another corporation, whether as a
result of a reorganization, recapitalization, reclassification, merger,
consolidation or otherwise, as in the event of a proposed sale of all or
substantially all of the assets of the Company, the Option shall be assumed or
an equivalent Option shall be substituted by such successor corporation or a
parent or subsidiary of such successor corporation, unless the Company
determines, in the exercise of its sole discretion and in lieu of such
assumption or substitution, that you shall have the right to exercise the Option
as to all or any part of the Common Stock, including shares as to which the
Option would not otherwise be exercisable. If the Company makes the Option fully
exercisable in lieu of assumption or substitution in the event of a merger or
sale of assets, the Company shall notify you that the Option shall be fully
exercisable for a period of thirty (30) days from the date of such notice (but
not later than the expiration date, , of the Option), and the Option will
terminate upon the expiration of such period.
In the event that there is a change in the vesting schedule as a result of
the above paragraph, the Option will no longer be an Incentive Stock Option.
Instead this Option will become a Nonstatutory Option and you will be required
to recognize ordinary income in an amount equal to the amount by which the fair
market value of the shares of Common Stock on the date of exercise exceeds the
exercise price of the Option. In addition, you will be required to pay at the
time of exercise any Federal, state or local income taxes that may be payable as
a result of the exercise.
INFORMATION RESOURCE ENGINEERING, INC.
BY:
------------------------------
David A. Skalitzky
Secretary & Treasurer
AGREED TO AND ACCEPTED
- ---------- ------------------
Date Signature
<PAGE> 4
APPENDIX "A"
FORM OF NOTICE OF EXERCISE OF INCENTIVE STOCK OPTION
(Name and Address of Optionee)
(Date)
Information Resource Engineering, Inc.
Attention: Treasurer
8029 Corporate Drive
Baltimore, MD 21236
Dear Sirs:
In accordance with the terms of the Incentive Stock Option Agreement
between Information Resource Engineering, Inc. (the "Company") and the
undersigned dated , I hereby elect to exercise said option to purchase
shares of the Company's Common Stock at the exercise price of $ per
share. In connection therewith, enclosed is a certified check in the amount of
$ payable to the Company.
My social security number is .
Please have a stock certificate(s) issued in the denomination(s) of .
Yours truly,
- -------------------------
(Signature)
<PAGE> 1
EXHIBIT 4.8
INFORMATION RESOURCE ENGINEERING, INC.
NONSTATUTORY STOCK OPTION AWARD AGREEMENT
(Date)
(Name and Address)
Dear ,
The Board of Directors of Information Resource Engineering, Inc. (the
"Company") has granted to you on the date indicated above a Nonstatutory Option
(the "Option) to purchase shares of the Common Stock, par value $.01 per
share, of the Company (the "Common Stock") at an exercise price of $ per
share.
1. Acceptance of Nonstatutory Stock Option Award Agreement
Your execution of this Nonstatutory Stock Option Award Agreement (the
"Option Agreement") indicates your acceptance of and your willingness to be
bound by its terms. It imposes no obligation upon you to purchase any of the
shares subject to your Option. Your obligation to purchase shares arises only
upon your exercise of the Option in the manner set forth in paragraph 3 hereof.
2. Time of Exercise
The Option granted to you hereunder may be exercised, on a cumulative
basis, as to percent ( %) percent of the total number of shares
covered hereby per year commencing from the date of the grant of the Option
hereunder, until the expiration of the Option; provided, however, that this
Option may not be exercised as to less than 100 shares at any one time. This
Option expires on whether or not it has been duly exercised, unless sooner
terminated as provided in paragraphs 6,7,8 and 10 hereof.
3. Method of Exercise
This Option shall be exercisable by a written notice signed by you and
delivered to the Company at its principal executive offices, attention of the
Treasurer of the Company, signifying your election to exercise the Option, and
accompanied by cash or a certified check to the order of the Company for the
full purchase price of the shares being purchased and any Federal, state or
local income taxes required to be paid. The notice, which must be substantially
in the form annexed hereto as Appendix "A", must state the number of shares of
Common Stock as to which your Option is being exercised. If notice of the
exercise of this Option is given by a person or persons other than you, the
Company may require, as a condition to the exercise of the Option, the
submission to the Company of appropriate proof of the right of such person or
persons to exercise the Option.
4. Issuance of Certificates upon Exercise of Option
Certificates representing the shares of the Common Stock for which payment
is made upon exercise of this Option shall be issued as soon as practicable.
Until the issuance of the certificate for such shares, you or such other person
as may be entitled to exercise this Option, shall have none of the rights of a
stockholder with respect to the shares subject to this Option.
<PAGE> 2
5. Investment Covenant
You represent and agree that as a condition to the exercise of this Option,
the shares of Common Stock of the Company that you acquire under this Option
will be purchased for investment and not with a view for distribution or resale,
unless counsel for the Company is then of the opinion that such a representation
is not required under Securities Act of 1933 (the "Act") or any other applicable
law, regulation or rule of any governmental agency.
6. Termination of Service as A Director
If you cease to be a director, (i) by virtue of a voluntary resignation,
you may exercise this Option within ninety (90) days of the date of resignation
to the extent this Option was exercisable on that date; or (ii) as a result of a
failure to be reappointed as a director in any election of the Company's
shareholders, you may exercise this Option any time during the remainder its
term to the extent this Option was exercisable on that date; provided, however,
that such exercise must occur not later than . If the Option is not
exercised within the time specified herein, the Option shall terminate.
7. Permanent and Total Disability
If your cease to be a director by reason of your permanent and total
disability, you may exercise this Option within one year from the date of
resignation due to disability to the extent this Option was exercisable on that
date; provided, however, that such exercise must occur not later than . If
the Option is not exercised within the time specified herein, the Option shall
terminate.
8. Death
If you die while serving as a director, or die within three months after
voluntarily resigning as a director, or die within one year after resigning for
reason of permanent and total disability, this Option may be exercised by the
person or persons to whom your rights under this Option Agreement are
transferred by will or by the laws of descent and distribution within one year
from the date of your death to the extent this Option was exercisable on the
date of your death, but in no event later than . If the Option is not
exercised within the time specified herein, the Option shall terminate.
9. Non-Transferability of Option
This Option shall not be transferable or assignable except by will or the
laws of descent and distribution, and may be exercised during your lifetime only
by you.
10. Adjustments upon Certain Changes in Capitalization
The number of shares of Common Stock as well as the exercise price per
share of Common Stock cover by this Option Agreement shall be proportionally
adjusted for any increase or decrease in the number of issued shares of Common
Stock resulting from a stock split, reverse stock split, stock dividend,
combination or reclassification of the Common Stock, or any other increase or
decrease in the number of issued shares of Common Stock effected without receipt
of consideration by the Company; provided, however, that conversion of any
convertible securities of the Company shall not be deemed to have been effected
without receipt of consideration.
<PAGE> 3
In the event of the proposed dissolution or liquidation of the Company, the
Option will terminate immediately prior to the consummation of such proposed
action, unless otherwise provided. The Company may, in the exercise of its sole
discretion in such instances, declare that the Option Agreement shall terminate
as of a date fixed by it and give you the right to exercise this Option as to
all or any part of the Common Stock, including shares as to which the Option
would not otherwise be exercisable. In the event that the outstanding shares of
Common Stock are hereafter changed into or exchanged for a different number or
kind of shares of stock or securities of another corporation, whether as a
result of a reorganization, recapitalization, reclassification, merger,
consolidation or otherwise, as in the event of a proposed sale of all or
substantially all of the assets of the Company, the Option shall be assumed or
an equivalent Option shall be substituted by such successor corporation or a
parent or subsidiary of such successor corporation, unless the Company
determines, in the exercise of its sole discretion and in lieu of such
assumption or substitution, that you shall have the right to exercise the Option
as to all or any part of the Common Stock, including shares as to which the
Option would not otherwise be exercisable. If the Company makes the Option fully
exercisable in lieu of assumption or substitution in the event of a merger or
sale of assets, the Company shall notify you that the Option shall be fully
exercisable for a period of thirty (30) days from the date of such notice (but
not later than the expiration date, , of the Option), and the Option will
terminate upon the expiration of such period.
INFORMATION RESOURCE ENGINEERING, INC.
BY:
---------------------------
David A. Skalitzky
Secretary & Treasurer
AGREED TO AND ACCEPTED
- ------------- ------------------
Date Signature
<PAGE> 4
APPENDIX "A"
FORM OF NOTICE OF EXERCISE OF NONSTATUTORY STOCK OPTION
(Name and Address of Optionee)
(Date)
Information Resource Engineering, Inc.
Attention: Treasurer
8029 Corporate Drive
Baltimore, MD 21236
Dear Sirs:
In accordance with the terms of the Nonstatutory Stock Option Agreement
between Information Resource Engineering, Inc. (the "Company") and the
undersigned dated , I hereby elect to exercise said option to purchase
shares of the Company's Common Stock at the exercise price of $
per share. In connection therewith, enclosed is a certified check in the amount
of $ payable to the Company which includes $ in payment of the option
exercise price and $ in payment of the applicable Federal, state and local
income taxes that are due as a result of the exercise of this option. If
addition income taxes are due, please advise and I will immediately pay same
before any stock certificates are issued.
My social security number is .
Please have a stock certificate(s) issued in the denomination(s) of .
Yours truly,
- -----------------------
(Signature)
<PAGE> 1
EXHIBIT 5
Law Offices of
BRUCE R.THAW
45 Banfi Plaza
Farmingdale, New York 11735
(516) 752-1760
November 30, 1999
Information Resource Engineering, Inc.
8029 Corporate Drive
Baltimore, MD 21236
To whom it may concern:
I have examined the Registration Statement on Form S-8 to be filed by
Information Resource Engineering, Inc. (the "Company") with the Securities and
Exchange Commission on or about November 30, 1999 (the "Registration
Statement"), in connection with the registration under the Securities Act of
1933, as amended, of 600,000 shares of the Company's common stock, $.01 par
value (the "Shares"), issue upon (1) the exercise of options granted or to be
granted under the Company's 1999 Employee Stock Option Plan or under Company's
Non-Employee Director Stock Option Plan or (2) the award of stock bonus granted
or to be granted under the Company's 1999 Stock Bonus Plan (the "Plans")
including all exhibits to the Registration Statement.
It is my opinion that the Shares, when issued and sold or awarded in the
manner referred to in the Plans and the Registration Statement, will be legally
and validly issued, fully paid and nonassessable.
I consent to the use of this opinion as an exhibit to the Registration
Statement, and further consent to the use of my name wherever appearing in the
Registration Statement and any amendments thereto.
Very truly yours,
/s/ Bruce R. Thaw
BRUCE R. THAW
<PAGE> 1
EXHIBIT 23B
CONSENT OF INDEPENDENT AUDITORS
The Board of Directors
Information Resource Engineering, Inc.:
We consent to the use of our reports incorporated herein by reference.
Baltimore, Maryland /s/ KPMG LLP
November 30, 1999
