<PAGE> 1
As filed with the Securities and Exchange Commission on November 4, 1999.
REGISTRATION STATEMENT NO. 333-_______________
===============================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Form S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
LAHAINA ACQUISITIONS, INC.
(Exact name of Registrant as specified in its Charter)
COLORADO 84-1325695
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
5895 Windward Parkway, Suite 220
Alpharetta, Georgia 30005
(770) 754-6140
(Address of Principal Executive Office, including Zip Code)
LAHAINA ACQUISITIONS, INC. 1999 STOCK OPTION PLAN
JULY 9, 1999 CONSULTING AGREEMENT
(Full Title of the Plans)
L. Scott Demerau, President and Chief Executive Officer
Lahaina Acquisitions, Inc.
5895 Windward Parkway, Suite 220
Alpharetta, Georgia 30005
(770) 754-6140
(Name, Address, Including Zip Code, and Telephone Number, Including Area Code,
of Agent for Service)
Copies to:
Robert E. Altenbach, Esq.
Kutak Rock
Suite 2100
225 Peachtree St., N.E.
Atlanta, Georgia 30303
(404) 222-4600
- -------------------------------------------------------------------------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------
Proposed maximum Proposed maximum
Title of securities to Amount to be offering price aggregate offering Amount of
be registered registered per share price registration fee
- -----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, no par
value 1,618,000 $6.00(1) $9,708,000 $2,698.82
- -----------------------------------------------------------------------------------------------------------
</TABLE>
(1) Estimated solely for the purpose of computing the registration fee.
<PAGE> 2
PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
The document(s) containing the information specified in Part I of Form
S-8 will be sent or given to participating employees as specified by Rule
428(b)(1) of the Securities Act of 1933, as amended (the "Securities Act").
Such documents and the documents incorporated by reference herein pursuant to
Item 3 of Part II hereof, 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 by Lahaina Acquisitions, Inc. (the
"Company") with the Securities and Exchange Commission (the "Commission")
pursuant to the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), are hereby incorporated by reference into this Registration Statement:
(a) The Company's Annual Report on Form 10-K/A for the fiscal
year ended September 30, 1998, filed with the Commission on
October 29, 1999 (File No. 000-27480);
(b) The Company's Quarterly Report on Form 10-Q/A for the quarter
ended December 31, 1998, filed with the Commission on October
29, 1999;
(c) The Company's Quarterly Report on Form 10-Q/A for the quarter
ended March 31, 1999, filed with the Commission on October
29, 1999;
(d) The Company's Quarterly Report on Form 10-Q/A for the quarter
ended June 30, 1999, filed with the Commission on October 29,
1999;
(e) The Company's Current Report on Form 8-K, dated September 17,
1999, filed with the Commission on September 22, 1999;
(f) The Company's Current Report on Form 8-K/A, dated August 23,
1999, filed with the Commission on October 21, 1999; and
(g) The Company's Current Report on Form 8-K/A, dated December
14, 1998, filed with the Commission on October 29, 1999.
All documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14 or 15(d) of the Exchange Act, prior to the filing of a
post-effective amendment which indicates that all securities registered
hereunder have been issued or which deregisters all securities offered then
remaining unsold, shall be deemed incorporated by reference in this
Registration Statement and to be a part hereof from the date of filing of such
documents. Any statement,
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including financial statements, contained in a document incorporated or deemed
to be incorporated by reference herein shall be deemed to be modified or
superceded for the purposes of this Registration Statement 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.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS OR COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Company's Amended and Restated Articles of Incorporation limit the
liability of Directors to the maximum extent permitted by Colorado law.
Colorado law provides that a corporation's articles of incorporation may
contain a provision eliminating or limiting the personal liability of directors
for monetary damages for breach of their fiduciary duties as Directors, except
for liability: (i) for any breach of their duty of loyalty to the company or
its shareholders; (ii) for acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law; (iii) for unlawful
payments of dividends or unlawful stock repurchases or redemptions as provided
in Section 7-108-403 of the Colorado Business Corporation Act; or (iv) for any
transaction from which the director derived an improper personal benefit.
The Company's Amended and Restated Articles of Incorporation provide
that the Company shall pay for or reimburse the reasonable expenses incurred by
a Director who is a party to a proceeding in advance of final disposition of
the proceeding, including reasonable expenses incurred by a Director in
connection with the enforcement of this indemnification provision if: (i) the
Director furnishes to the Company written affirmation of the Director's good
faith belief that he or she has met the standard of conduct described in
Section 7-109-102 of the Colorado Business Corporation Act; (ii) the Director
furnishes to the Company a written undertaking, executed personally or on the
Director's behalf to repay the advance if it is ultimately determined that he
or she did not meet the standard of conduct; and (iii) a determination is made
that the facts then known to those making the determination would not preclude
indemnification under Article 109 of the Colorado Business Corporation Act.
The Company's Restated Bylaws provide that the Company shall indemnify
its Directors and Officers and may indemnify its employees and agents to the
fullest extent permitted by law. The Company believes that indemnification
under its Restated Bylaws covers at least negligence and gross negligence on
the part of indemnified parties.
Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to Directors, Officers or persons controlling
the Company pursuant to the foregoing provisions, the Company has been informed
that in the opinion of the Commission such indemnification is against public
policy as expressed in the Securities Act and is therefore unenforceable.
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ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
With respect to: (i) the 31,800 shares of common stock of Accent
Holdings, Inc., a Georgia corporation ("AHI") (which have been converted to
318,000 shares of the Company's Common Stock as more fully described in Item 8
below), issued to Noel Associates, Ltd., an Anguilla international business
corporation ("Noel"); and (ii) the 100,000 shares of common stock of The Accent
Group, Inc., a Georgia corporation ("AGI") (which have been converted to
1,000,000 shares of the Company's Common Stock as more fully described in Item
8 below), to Accent Associates, LLC, a Georgia limited liability company
("Accent"; Noel and Accent sometimes individually referred to herein as a
"Consultant" and collectively, the "Consultants") pursuant to the July 9, 1999
Consulting Agreement, said shares were issued to the Consultants in reliance
upon exemption from registration under the Securities Act pursuant to Section
4(2) thereof. The above-described transactions did not involve any public
offering.
Not applicable with respect to the 300,000 shares of the Company's
Common Stock which may be issued to Judith Demerau, Gene Eisenberg and Betty
Sullivan, each a resident of the State of Georgia, and Colman Hoffman, a
resident of the State of Tennessee (collectively, the "Option Holders"),
subsequent to the filing of this Registration Statement pursuant to the Lahaina
Acquisitions, Inc. 1999 Stock Option Plan. Under the terms and conditions of the
Lahaina Acquisitions, Inc. 1999 Stock Option Plan, each of the Option Holders
shall be granted the right to purchase up to a maximum of 75,000 shares of the
Company's Common Stock.
ITEM 8. CONSULTANTS AND ADVISORS.
An aggregate of 1,318,000 shares of the Company's Common Stock are
being issued to Noel and Accent, each in its capacity as a Consultant, pursuant
to this Registration Statement. The Consultants were previously retained by AGI
and AHI pursuant to the July 9, 1999 Consulting Agreement by and among the
Consultants, the Company, AGI and AHI. Pursuant to the terms of the July 9,
1999 Consulting Agreement, AGI and AHI granted each Consultant the right to
purchase, and each Consultant did purchase, the following respective number of
shares of common stock of AGI or AHI, as the case may be, as compensation for
the Consultants' services rendered to or on behalf of AGI and AHI:
- Noel: 31,800 shares of common stock of AHI; and
- Accent: 100,000 shares of common stock of AGI.
The Consultants located and negotiated with the Company on behalf of
AGI and AHI with respect to a merger transaction, and the July 9, 1999
Consulting Agreement provides that the shares of common stock of AGI and AHI,
as the case may be, issued to the Consultants shall be converted into shares of
the Company's Common Stock in the following respective amounts:
- Noel: 318,000 shares of the Company's Common Stock; and
- Accent: 1,000,000 shares of the Company's Common Stock.
The Consultants collectively provided the following services to or on
behalf of AGI and AHI:
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- Originating and structuring the consolidation of businesses
into AGI;
- Locating and negotiating on behalf AGI and AHI with the
Company for a merger transaction;
- Structuring the integration of traditional mortgage
origination operations with real estate development
operations;
- Introduction and development of the "net branch" opportunity
for AGI and AHI;
- Introduction and development of the "staged financing"
opportunity for AGI and AHI;
- Identification of and negotiation of additional acquisition
targets to generate external growth of AGI's and AHI's
business;
- Preparation of business plans and pro forma financial
statements for AGI and AHI and the consolidation;
- Identification of additional real property acquisition
targets to provide growth for the real estate development
business;
- Industry/business cost and fee analysis; and
- Identification of and introductions to legal counsel,
accounting firms, and other providers of professional
services.
ITEM 9. EXHIBITS.
<TABLE>
<S> <C>
4.1 Lahaina Acquisitions, Inc. 1999 Stock Option Plan
4.2 July 9, 1999 Consulting Agreement
5.1 Opinion of Kutak Rock
23.1 Consent of Kenneth R. Walters, P.A.
23.2 Consent of Deloitte & Touche, LLP
23.3 Consent of Holland Shipes Vann, P.C.
</TABLE>
ITEM 10. UNDERTAKINGS.
The Company hereby undertakes that it will:
(a) File, during any period in which it offers or sells
securities, a post-effective amendment to this registration
statement to:
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(i) Include any prospectus required by Section 10(a)(3)
of the Securities Act;
(ii) Reflect in the prospectus any facts or events which,
individually or together, represent a fundamental
change in the information in the registration
statement. Notwithstanding the foregoing, any
increase or decrease in volume of securities offered
(if the total dollar value of securities offered
would not exceed that which was registered) and any
deviation from the low or high end of the estimated
maximum offering range may be reflected in the form
of prospectus filed with the Commission pursuant to
Rule 424(b) if, in the aggregate, the changes in
volume and price represent no more than a 20 percent
change in the maximum aggregate offering price set
forth in the "Calculation of Registration Fee" table
in the effective Registration Statement;
(iii) Include any additional or changed material
information on the plan of distribution;
provided, however, that the undertakings set forth in
paragraph (i) and (ii) above do not apply if the information
required to be included in a post-effective amendment by
those paragraphs is contained in periodic reports filed with
or furnished to the Commission by the Company pursuant to
Section 13(a) or 15(b) of the Exchange Act that are
incorporated by reference in this Registration Statement;
(b) For determining liability under the Securities Act, treat
each such post-effective amendment as a new registration
statement of the securities offered, and the offering of the
securities at that time to be the initial bona fide offering;
(c) File a post-effective amendment to remove from registration
any of the securities that remain unsold at the end of the
offering.
The Company hereby undertakes that, for purposes of determining any
liability under the Securities Act, each filing of the Company's Annual Report
pursuant to Section 13(a) or 15(d) of the Exchange Act that is incorporated by
reference in the Registration Statement shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the Company pursuant to the foregoing provisions, or otherwise, the Company
has been advised that in the opinion of the Commission such indemnification is
against public policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the Company of expenses incurred or paid
by a director, officer or controlling person of the Company 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 Company 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
5
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indemnification by it is against public policy as expressed in the Securities
Act and will be governed by the final adjudication of such issue.
[Remainder of page intentionally left blank]
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SIGNATURES
The Registrant. 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, in the City of Alpharetta, State of Georgia, on
November 4, 1999.
LAHAINA ACQUISITIONS, INC.
/s/ L. Scott Demerau
-----------------------------------------
L. Scott Demerau, President and
Chief Executive Officer
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 date indicated.
<TABLE>
<CAPTION>
NAME TITLE DATE
<S> <C> <C>
/s/ L. Scott Demerau Director November 4 , 1999
- ---------------------------- --------------------
L. Scott Demerau
/s/ Betty Sullivan Director November 4 , 1999
- ---------------------------- ---------------------
Betty Sullivan
</TABLE>
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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 date indicated.
<TABLE>
<CAPTION>
NAME TITLE DATE
<S> <C> <C>
/s/ Bart Siegel Director November 4 , 1999
- ---------------------------- --------------------
Bart Siegel
November 4 , 1999
/s/ Sherry Sagemiller Director ---------------------
- ----------------------------
Sherry Sagemiller
</TABLE>
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EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit
Number Exhibit
- ------- -------
<S> <C>
4.1 Lahaina Acquisitions, Inc. 1999 Stock Option Plan
4.2 July 9, 1999 Consulting Agreement
5.1 Opinion of Kutak Rock
23.1 Consent of Kenneth R. Walters, P.A.
23.2 Consent of Deloitte & Touche, LLP
23.3 Consent of Holland Shipes Vann, P.C.
</TABLE>
<PAGE> 1
EXHIBIT 4.1
LAHAINA ACQUISITIONS, INC.
1999 STOCK OPTION PLAN
<PAGE> 2
LAHAINA ACQUISITIONS, INC.
1999 STOCK OPTION PLAN
ARTICLE I
DEFINITIONS
As used herein, the following terms have the following meanings unless
the context clearly indicates to the contrary:
1.1 "Award" shall mean a grant of Restricted Stock or an SAR.
1.2 "Board" shall mean the Board of Directors of the Company.
1.3 "Cause" (i) with respect to the Company or any subsidiary or
affiliate which employs the recipient of an Award or Option
(the "recipient") or for which such recipient primarily
performs services, the commission by the recipient of an act
of fraud, embezzlement, theft or proven dishonesty, or any
other illegal act or practice (whether or not resulting in
criminal prosecution or conviction), or any act or practice
which the Committee shall, in good faith, deem to have
resulted in the recipient's becoming unbondable under the
Company's, the subsidiary's or the affiliate's fidelity bond;
(ii) the willful engaging by the recipient in misconduct
which is deemed by the Committee, in good faith, to be
materially injurious to the Company, any subsidiary, or any
affiliate, monetarily or otherwise, including, but not
limited, improperly disclosing trade secrets or other
confidential or sensitive business information and data about
the Company or any subsidiaries or affiliates and competing
with the Company or its subsidiaries and affiliates, or
soliciting employees, consultants or customers of the Company
in violation of law or any employment or other agreement to
which the recipient is a party; or (iii) the willful and
continued failure or habitual neglect by the recipient to
perform his or her duties with the Company or the subsidiary
or affiliate substantially in accordance with the operating
and personnel policies and procedures of the Company or the
subsidiary or affiliate generally applicable to all their
employees. For purposes of this Plan, no act or failure to
act by the recipient shall be deemed be "willful" unless done
or omitted to be done by recipient not in good faith and
without reasonable belief that the recipient's action or
omission was in the best interest of the Company and/or the
subsidiary or affiliate. Notwithstanding the foregoing, if
the recipient has entered into an employment agreement that
is binding as of the date of employment termination, and if
such employment agreement defines "Cause," then the
definition of "Cause" in such agreement shall apply to the
recipient in this Plan. "Cause" under either (i), (ii) or
(iii) shall be determined by the Committee.
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1.4 "Change in Control" shall mean any occurrence by which any
"person" (as such term is used in sections 13(d) and 14(d) of
the Exchange Act), other than any person who is a shareholder
of the Company on or before the Effective Date, by the
acquisition or aggregation of securities is or becomes the
beneficial owner, directly or indirectly, of securities of
the Company representing 50 percent or more of the combined
voting power of the Company's then outstanding securities
ordinarily (and apart from rights accruing under special
circumstances) having the right to vote at elections of
directors (the "Base Capital Stock"); except that any change
in the relative beneficial ownership of the Company's
securities by any person resulting solely from a reduction in
the aggregate number of outstanding shares of Base Capital
Stock, and any decrease thereafter in such person's ownership
of securities, shall be disregarded until such person
increases in any manner, directly or indirectly, such
person's beneficial ownership of any securities of the
Company.
1.5 "Code" shall mean the United States Internal Revenue Code of
1986, including effective date and transition rules (whether
or not codified). Any reference herein to a specific section
of the Code shall be deemed to include a reference to any
corresponding provision of future law.
1.6 "Committee" shall mean a committee of at least two Directors
appointed from time to time by the Board, having the duties
and authority set forth herein in addition to any other
authority granted by the Board. In selecting the Committee,
the Board shall consider (i) the benefits under Section
162(m) of the Code of having a Committee composed of "outside
directors" (as that term is defined in the Code) for certain
grants of Options to highly compensated executives, and (ii)
the benefits under Rule 16b-3 of having a Committee composed
of either the entire Board or a Committee of at least two
Directors who are Non-Employee Directors for Options granted
to or held by any Section 16 Insider. At any time that the
Board shall not have appointed a committee as described
above, any reference herein to the Committee shall mean the
Board.
1.7 "Company" shall mean Lahaina Acquisitions, Inc. a Colorado
Corporation.
1.8 "Effective Date" shall mean October 1, 1999.
1.9 "Director" shall mean a member of the Board and any person
who is an advisory or honorary director of the Company if
such person is considered a director for the purposes of
Section 16 of the Exchange Act, as determined by reference to
such Section 16 and to the rules, regulations, judicial
decisions, and interpretative or "no-action" positions with
respect thereto of the Securities and Exchange Commission, as
the same may be in effect or set forth from time to time.
1.10 "Exchange Act" shall mean the Securities Exchange Act of
1934, as amended. Any reference herein to a specific section
of the Exchange Act shall be deemed to
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include a reference to any corresponding provision of future
law
1.11 "Exercise Price" shall mean the price at which an Optionee
may purchase a share of Stock under a Stock Option Agreement.
1.12 "Fair Market Value" on any date shall mean (i) the closing
sales price of the Stock, regular way, on such date on the
national securities exchange having the greatest volume of
trading in the Stock during the thirty-day period preceding
the day the value is to be determined or, if such exchange
was not open for trading on such date, the next preceding
date on which it was open; (ii) if the Stock is not traded on
any national securities exchange, the average of the closing
high bid and low asked prices of the Stock on the
over-the-counter market on the day such value is to be
determined, or in the absence of closing bids on such day,
the closing bids on the next preceding day on which there
were bids; or (iii) if the Stock also is not traded on the
over-the-counter market, the fair market value as determined
in good faith by the Board or the Committee based on such
relevant facts as may be available to the Board, which may
include opinions of independent experts, the price at which
recent sales have been made, the book value of the Stock, and
the Company's current and future earnings.
1.13 "Grantee" shall mean a person who is an Optionee or a person
who has received an Award of Restricted Stock or an SAR.
1.14 "Incentive Stock Option" shall mean an option to purchase any
stock of the Company, which complies with and is subject to
the terms, limitations and conditions of Section 422 of the
Code and any regulations promulgated with respect thereto
1.15 "Non-Employee Director" shall have the meaning set forth in
Rule 16b-3 under the Exchange Act, as the same may be in
effect from time to time, or in any successor rule thereto,
and shall be determined for all purposes under the Plan
according to interpretative or "no-action" positions with
respect thereto issued by the Securities and Exchange
Commission.
1.16 "Officer" shall mean a person who constitutes an officer of
the Company for the purposes of Section 16 of the Exchange
Act, as determined by reference to such Section 16 and to the
rules, regulations, judicial decisions, and interpretative or
"no-action" positions with respect thereto of the Securities
and Exchange Commission, as the same may be in effect or set
forth from time to time.
1.17 "Option" shall mean an option, whether or not an Incentive
Stock Option, to purchase Stock granted pursuant to the
provisions of Article VI hereof.
1.18 "Optionee" shall mean a person to whom an Option has been
granted hereunder.
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1.19 "Permanent and Total Disability" shall have the same meaning
as given to that term by Code Section 22(e)(3) and any
regulations or rulings promulgated thereunder.
1.20 "Plan" shall mean Lahaina Acquisitions, Inc. 1999 Stock
Option Plan, the terms of which are set forth herein.
1.21 "Purchasable" shall refer to Stock which may be purchased by
an Optionee under the terms of this Plan on or after a
certain date specified in the applicable Stock Option
Agreement.
1.22 "Qualified Domestic Relations Order" shall have the meaning
set forth in the Code or in the Employee Retirement Income
Security Act of 1974, or the rules and regulations
promulgated under the Code or such Act.
1.23 "Reload Option" shall have the meaning set forth in Section
6.8 hereof.
1.24 "Restricted Stock" shall mean Stock issued, subject to
restrictions, to a Grantee pursuant to Article VII hereof.
1.25 "Restriction Agreement" shall mean the agreement setting
forth the terms of an Award, and executed by a Grantee as
provided in Section 7.1 hereof.
1.26 "SAR" means a stock appreciation right, which is the right to
receive an amount equal to the appreciation, if any, in the
Fair Market Value of a share of Stock from the date of the
grant of the right to the date of its payment, all as
provided in Article VIII hereof.
1.27 "SAR Price" means the base value established by the Committee
for an SAR on the date the SAR is granted and which is used
in determining the amount of benefit, if any, paid to a
Grantee.
1.28 "Section 16 Insider" shall mean any person who is subject to
the provisions of Section 16 of the Exchange Act, as provided
in Rule 16a-2 promulgated pursuant to the Exchange Act.
1.29 "Stock" shall mean the common stock, no par value per share,
of the Company or, in the event that the outstanding shares
of Stock are hereafter changed into or exchanged for shares
of a different stock or securities of the Company or some
other entity, such other stock or securities.
1.30 "Stock Option Agreement" shall mean an agreement between the
Company and an Optionee under which the Optionee may purchase
Stock hereunder, a sample form of which is attached hereto as
Exhibit A (which form may be varied by the
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Committee in granting an Option).
ARTICLE II
THE PLAN
2.1 Name. This Plan shall be known as "Lahaina Acquisitions, Inc.
1999 Stock Option Plan."
2.2 Purpose. The purpose of the Plan is to advance the interests
of the Company, its subsidiaries, its affiliates that perform
services for the Company and its subsidiaries, and its
shareholders by affording certain employees and Directors of
the Company and its subsidiaries and affiliates, as well as
key consultants and advisors to the Company or any subsidiary
or affiliate, an opportunity to acquire or increase their
proprietary interests in the Company. The objective of the
issuance of the Options and Awards is to promote the growth
and profitability of the Company, its subsidiaries and its
affiliates because the Grantees will be provided with an
additional incentive to achieve the Company's objectives
through participation in its success and growth and by
encouraging their continued association with or service to
the Company.
2.3 Effective Date. The Plan shall become effective on October 1,
1999.
2.4 Shareholder Approval. If shareholder approval is required by
the Code for Incentive Stock Options and such shareholder
approval has not been obtained (or is not obtained within 12
months thereof), any Incentive Stock Options issued under the
Plan shall automatically become options which do not qualify
as Incentive Stock Options.
ARTICLE III
PARTICIPANTS
The class of persons eligible to participate in the Plan shall consist
of all persons whose participation in the Plan the Committee determines to be
in the best interests of the Company which shall include, but not be limited
to, all Directors and employees, including but not limited to executive
personnel, of the Company or any subsidiary or affiliate, as well as key
consultants and advisors to the Company or any subsidiary or affiliate.
ARTICLE IV
ADMINISTRATION
4.1 Duties and Powers of the Committee. The Plan shall be
administered by the Committee. The Committee shall select one
of its members as its Chairman and
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shall hold its meetings at such times and places as it may
determine. The Committee shall keep minutes of its meetings
and shall make such rules and regulations for the conduct of
its business as it may deem necessary. The Committee shall
have the power to act by unanimous written consent in lieu of
a meeting, and to meet by telephone. In administering the
Plan, the Committee's actions and determinations shall be
binding on all interested parties. The Committee shall have
the power to grant Options or Awards in accordance with the
provisions of the Plan and may grant Options and Awards
singly, in combination, or in tandem. Subject to the
provisions of the Plan, the Committee shall have the
discretion and authority to determine those individuals to
whom Options or Awards will be granted and whether such
Options shall be accompanied by the right to receive Reload
Options, the number of shares of Stock subject to each Option
or Award, such other matters as are specified herein, and any
other terms and conditions of a Stock Option Agreement or
Restriction Agreement. The Committee shall also have the
discretion and authority to delegate to any Officer its
powers to grant Options or Awards under the Plan to any
person who is an employee of the Company but not an Officer
or Director. To the extent not inconsistent with the
provisions of the Plan, the Committee may give a Grantee an
election to surrender an Option or Award in exchange for the
grant of a new Option or Award, and shall have the authority
to amend or modify an outstanding Stock Option Agreement or
Restriction Agreement, or to waive any provision thereof,
provided that the Grantee consents to such action.
4.2 Interpretation; Rules. Subject to the express provisions of
the Plan, the Committee also shall have complete authority to
interpret the Plan, to prescribe, amend, and rescind rules
and regulations relating to it, to determine the details and
provisions of each Stock Option Agreement, and to make all
other determinations necessary or advisable for the
administration of the Plan, including, without limitation,
the amending or altering of the Plan and any Options or
Awards granted hereunder as may be required to comply with or
to conform to any federal, state, or local laws or
regulations.
4.3 No Liability. Neither any member of the Board nor any member
of the Committee shall be liable to any person for any act or
determination made in good faith with respect to the Plan or
any Option or Award granted hereunder.
4.4 Majority Rule. A majority of the members of the Committee
shall constitute a quorum, and any action taken by a majority
at a meeting at which a quorum is present, or any action
taken without a meeting evidenced by a writing executed by
all the members of the Committee, shall constitute the action
of the Committee.
4.5 Company Assistance. The Company shall supply full and timely
information to the Committee on all matters relating to
eligible persons, their employment, death, retirement,
disability, or other termination of employment, and such
other
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pertinent facts as the Committee may require. The Company
shall furnish the Committee with such clerical and other
assistance as is necessary in the performance of its duties.
ARTICLE V
SHARES OF STOCK SUBJECT TO PLAN
5.1 Limitations. Subject to any antidilution adjustment pursuant
to the provisions of Section 5.2 hereof, the maximum number
of shares of Stock that may be issued hereunder shall be
2,000,000, and not more than 200,000 shares of Stock may be
made subject to Options to any individual in the aggregate in
any one fiscal year of the Company, such limitation to be
applied in a manner consistent with the requirements of, and
only to the extent required for compliance with, the
exclusion from the limitation on deductibility of
compensation under Section 162(m) of the Code. The number of
shares of Stock available for issuance hereunder shall
automatically increase on the first trading day each calendar
year beginning January 1, 2000, by an amount equal to ten
percent (10%) of the shares of Stock outstanding on the
trading day immediately preceding January 1; but in no event
shall any such annual increase exceed 200,000 shares (subject
to adjustment under Section 5.2). Any or all shares of Stock
subject to the Plan may be issued in any combination of
Incentive Stock Options, non-Incentive Stock Options,
Restricted Stock, or SARs, and the amount of Stock subject to
the Plan may be increased from time to time in accordance
with Article X, provided that the total number of shares of
Stock issuable pursuant to Incentive Stock Options may not be
increased to more than 1,000,000 (other than pursuant to
anti-dilution adjustments and the annual increase provided
above) without shareholder approval. Shares subject to an
Option or issued as an Award may be either authorized and
unissued shares or shares issued and later acquired by the
Company. The shares covered by any unexercised portion of an
Option or Award that has terminated for any reason (except as
set forth in the following paragraph), or any forfeited
portion of an Option or Award, and shares tendered for
cashless exercise and withheld for taxes may again be
optioned or awarded under the Plan, and such shares shall not
be considered as having been optioned or issued in computing
the number of shares of Stock remaining available for option
or award hereunder.
If Options are issued in respect of options to
acquire stock of any entity acquired, by merger or otherwise,
by the Company (or any subsidiary of the Company), to the
extent that such issuance shall not be inconsistent with the
terms, limitations and conditions of Code Section 422 or Rule
16b-3 under the Exchange Act, the aggregate number of
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shares of Stock for which Options may be granted hereunder
shall automatically be increased by the number of shares
subject to the Options so issued; provided, however, that the
aggregate number of shares of Stock for which Options may be
granted hereunder shall automatically be decreased by the
number of shares covered by any unexercised portion of an
Option so issued that has terminated for any reason, and the
shares subject to any such unexercised portion may not be
optioned to any other person.
5.2 Antidilution.
(a) If (1) the outstanding shares of Stock are changed
into or exchanged for a different number or kind of
shares or other securities of the Company or any
other entity by reason of merger, consolidation,
reorganization, recapitalization, reclassification,
combination or exchange of shares, or stock split or
stock dividend, (2) any spin-off, spin-out or other
distribution of assets materially affects the price
of the Company's stock, or (3) there is any
assumption and conversion to the Plan by the Company
of an acquired company's outstanding option grants,
then:
(i) the aggregate number and kind of shares of
Stock for which Options or Awards may be
granted hereunder shall be adjusted
proportionately by the Committee; and
(ii) the rights of Optionees (concerning the
number of shares subject to Options and the
Exercise Price) under outstanding Options
and the rights of the holders of Awards
(concerning the terms and conditions of the
lapse of any then-remaining restrictions),
shall be adjusted proportionately by the
Committee.
(b) In the event of an anticipated Change in Control or
the Company shall be a party to any reorganization,
involving merger, consolidation, or acquisition of
the stock or substantially all the assets of the
Company, the Board or the Committee, in its
discretion, may:
(i) notwithstanding other provisions hereof,
declare that all Options granted under the
Plan shall become exercisable immediately
notwithstanding the provisions of the
respective Stock Option Agreements
regarding exercisability, that all such
Options shall terminate 90 days after the
Committee gives written notice of the
immediate right to exercise all such
Options and of the decision to terminate
all Options not exercised within such
90-day period, and that all then-remaining
restrictions pertaining to Awards under the
Plan shall immediately lapse; and/or
(ii) notify all Grantees that all Options or
Awards granted under the Plan shall be
assumed by the successor corporation or
substituted on an equitable basis with
options or restricted stock issued by
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such successor corporation.
(c) If the Company is to be liquidated or dissolved in
connection with a reorganization described in
Section 5.2(b), the provisions of such Section shall
apply. In all other instances, the adoption of a
plan of dissolution or liquidation of the Company
shall, notwithstanding other provisions hereof,
cause all then-remaining restrictions pertaining to
Awards under the Plan to lapse, and shall cause
every Option outstanding under the Plan to terminate
to the extent not exercised prior to the adoption of
the plan of dissolution or liquidation by the
shareholders, provided that, notwithstanding other
provisions hereof, the Committee may declare all
Options granted under the Plan to be exercisable at
any time on or before the fifth business day
following such adoption notwithstanding the
provisions of the respective Stock Option Agreements
regarding exercisability.
(d) The adjustments described in paragraphs (a) through
(c) of this Section 5.2, and the manner of their
application, shall be determined solely by the Board
or the Committee, and any such adjustment may
provide for the elimination of fractional share
interests; provided, however, that any adjustment
made by the Board or the Committee shall be made in
a manner that will not cause an Incentive Stock
Option to be other than an Incentive Stock Option
under applicable statutory and regulatory
provisions. The adjustments required under this
Article V shall apply to any successors of the
Company and shall be made regardless of the number
or type of successive events requiring such
adjustments.
ARTICLE VI
OPTIONS
6.1 Types of Options Granted. The Committee may, under this Plan,
grant either Incentive Stock Options or Options which do not
qualify as Incentive Stock Options. Within the limitations
provided in this Plan, both types of Options may be granted
to the same person at the same time, or at different times,
under different terms and conditions, as long as the terms
and conditions of each Option are consistent with the
provisions of the Plan. Without limitation of the foregoing,
Options may be granted subject to conditions based on the
financial performance of the Company or any other factor the
Committee deems relevant.
6.2 Option Grant and Agreement. Each Option granted hereunder
shall be evidenced by minutes of a meeting or the written
consent of the Committee and by a written Stock Option
Agreement executed by the Company and the Optionee. The terms
of the Option, including the Option's duration, time or times
of exercise, exercise price, whether the Option is intended
to be an Incentive Stock Option,
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and whether the Option is to be accompanied by the right to
receive a Reload Option, shall be stated in the Stock Option
Agreement. No Incentive Stock Option may be granted more than
ten years after the earlier to occur of the Effective Date or
the date the Plan is approved by the Company's shareholders.
Separate Stock Option Agreements may be used for
Options intended to be Incentive Stock Options and those not
so intended, but any failure to use such separate agreements
shall not invalidate, or otherwise adversely affect the
Optionee's interest in, the Options evidenced thereby.
6.3 Optionee Limitation. The Committee shall not grant an
Incentive Stock Option to any person who, at the time the
Incentive Stock Option is granted:
(a) is not an employee of the Company or any of its
subsidiaries; or
(b) owns or is considered to own stock possessing at
least 10% of the total combined voting power of all
classes of stock of the Company or any of its parent
or subsidiary corporations; provided, however, that
this limitation shall not apply if at the time an
Incentive Stock Option is granted the Exercise Price
is at least 110% of the Fair Market Value of the
Stock subject to such Option and such Option by its
terms would not be exercisable after five years from
the date on which the Option is granted.
6.4 $100,000 Limitation. Except as provided below, the Committee
shall not grant an Incentive Stock Option to, or modify the
exercise provisions of outstanding Incentive Stock Options
held by, any person who, at the time the Incentive Stock
Option is granted (or modified), would thereby receive or
hold any Incentive Stock Options of the Company and any
parent or subsidiary of the Company, such that the aggregate
Fair Market Value (determined as of the respective dates of
grant or modification of each option) of the stock with
respect to which such Incentive Stock Options are exercisable
for the first time during any calendar year is in excess of
$100,000 (or such other limit as may be prescribed by the
Code from time to time); provided that the foregoing
restriction on modification of outstanding Incentive Stock
Options shall not preclude the Committee from modifying an
outstanding Incentive Stock Option if, as a result of such
modification and with the consent of the Optionee, such
Option no longer constitutes an Incentive Stock Option; and
provided that, if the $100,000 limitation (or such other
limitation prescribed by the Code) described in this Section
6.4 is exceeded, the Incentive Stock Option, the granting or
modification of which resulted in the exceeding of such
limit, shall be treated as an Incentive Stock Option up to
the limitation and the excess shall be treated as an Option
not qualifying as an Incentive Stock Option.
6.5 Exercise Price. The Exercise Price of the Stock subject to
each Option shall be
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determined by the Committee. Subject to the provisions of
Section 6.3(b) hereof, the Exercise Price of an Incentive
Stock Option shall not be less than the Fair Market Value of
the Stock as of the date the Option is granted (or in the
case of an Incentive Stock Option that is subsequently
modified, on the date of such modification).
6.6 Exercise Period. The period for the exercise of each Option
granted hereunder shall be determined by the Committee, but
the Stock Option Agreement with respect to each Option
intended to be an Incentive Stock Option shall provide that
such Option shall not be exercisable after the expiration of
ten years from the date of grant (or modification) of the
Option. In addition, no Incentive Stock Option granted under
the Plan shall be exercisable prior to shareholder approval
of the Plan.
6.7 Option Exercise.
(a) Unless otherwise provided in the Stock Option
Agreement or Section 6.6 hereof, an Option may be
exercised at any time or from time to time during
the term of the Option as to any or all full shares
which have become Purchasable under the provisions
of the Option, but not at any time as to less than
100 shares unless the remaining shares that have
become so Purchasable are less than 100 shares. The
Committee shall have the authority to prescribe in
any Stock Option Agreement that the Option may be
exercised only in accordance with a vesting schedule
during the term of the Option.
(b) An Option shall be exercised by (i) delivery to the
Company at its principal office a written notice of
exercise with respect to a specified number of
shares of Stock and (ii) payment to the Company at
that office of the full amount of the Exercise Price
for such number of shares in accordance with Section
6.7(c). If requested by an Optionee, an Option may
be exercised with the involvement of a stockbroker
in accordance with the federal margin rules set
forth in Regulation T (in which case the
certificates representing the underlying shares will
be delivered by the Company directly to the
stockbroker).
(c) The Exercise Price is to be paid in full in cash
upon the exercise of the Option and the Company
shall not be required to deliver certificates for
the shares purchased until such payment has been
made; provided, however, that in lieu of cash, all
or any portion of the Exercise Price may be paid by
tendering to the Company shares of Stock duly
endorsed for transfer and owned by the Optionee, or
by authorization to the Company to withhold shares
of Stock otherwise issuable upon exercise of the
Option, in each case to be credited against the
Exercise Price at the Fair
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Market Value of such shares on the date of exercise
(however, no fractional shares may be so
transferred, and the Company shall not be obligated
to make any cash payments in consideration of any
excess of the aggregate Fair Market Value of shares
transferred over the aggregate Exercise Price);
provided further, that the Board may provide in a
Stock Option Agreement (or may otherwise determine
in its sole discretion at the time of exercise)
that, in lieu of cash or shares, all or a portion of
the Exercise Price may be paid by the Optionee's
execution of a recourse note equal to the Exercise
Price or relevant portion thereof, subject to
compliance with applicable state and federal laws,
rules and regulations.
(d) In addition to and at the time of payment of the
Exercise Price, the Optionee shall pay to the
Company in cash the full amount of any federal,
state, and local income, employment, or other
withholding taxes applicable to the taxable income
of such Optionee resulting from such exercise.
However, in the discretion of the Committee any
Stock Option Agreement may provide that all or any
portion of such tax obligations, together with
additional taxes not exceeding the actual additional
taxes to be owed by the Optionee as a result of such
exercise, may, upon the irrevocable election of the
Optionee, be paid by tendering to the Company whole
shares of Stock duly endorsed for transfer and owned
by the Optionee, or by authorization to the Company
to withhold shares of Stock otherwise issuable upon
exercise of the Option, in either case in that
number of shares having a Fair Market Value on the
date of exercise equal to the amount of such taxes
thereby being paid, and subject to such restrictions
as to the approval and timing of any such election
as the Committee may from time to time determine to
be necessary or appropriate to satisfy the
conditions of the exemption set forth in Rule 16b-3
under the Exchange Act, if such rule is applicable.
(e) The holder of an Option shall not have any of the
rights of a shareholder with respect to the shares
of Stock subject to the Option until such shares
have been issued and transferred to the Optionee
upon the exercise of the Option.
6.8 Reload Options.
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(a) The Committee may specify in a Stock Option
Agreement (or may otherwise determine in its sole
discretion) that a Reload Option shall be granted,
without further action of the Committee, (i) to an
Optionee who exercises an Option (including a Reload
Option) by surrendering shares of Stock in payment
of amounts specified in Sections 6.7(c) or 6.7(d)
hereof, (ii) for the same number of shares as are
surrendered to pay such amounts, (iii) as of the
date of such payment and at an Exercise Price equal
to the Fair Market Value of the Stock on such date,
and (iv) otherwise on the same terms and conditions
as the Option whose exercise has occasioned such
payment, subject to such other conditions or terms
as the Committee shall specify at the time such
exercised Option is granted.
(b) Unless provided otherwise in the Stock Option
Agreement, a Reload Option may not be exercised by
an Optionee (i) prior to the end of a one-year
period from the date that the Reload Option is
granted, and (ii) unless the Optionee retains
beneficial ownership of the shares of Stock issued
to such Optionee upon exercise of the Option
referred to above in Section 6.8(a)(i) for a period
of one year from the date of such exercise.
6.9 Nontransferability of Option. No Option shall be transferable
by an Optionee other than by will or the laws of descent and
distribution or, in the case of Options other than Incentive
Stock Options, pursuant to a Qualified Domestic Relations
Order, and no Option shall be transferable by an Optionee who
is a Section 16 Insider prior to shareholder approval of the
Plan. During the lifetime of an Optionee, Options shall be
exercisable only by such Optionee (or by such Optionee's
guardian or legal representative, should one be appointed).
6.10 Termination of Employment or Service. The Committee shall
have the power to specify, with respect to the Options
granted to a particular Optionee, the effect upon such
Optionee's right to exercise an Option of termination of such
Optionee's employment or service under various circumstances,
which effect may include immediate or deferred termination of
such Optionee's rights under an Option, or acceleration of
the date at which an Option may be exercised in full;
provided, however, that in no event may an Incentive Stock
Option be exercised after the expiration of ten years from
the date of grant thereof. Unless a Stock Option Agreement
specifically provides otherwise, in the event the recipient
of an Option or Award is terminated from his or her
employment or other service to the Company or its
subsidiaries for Cause, Options and Awards, whether vested or
unvested, granted to such person shall terminate immediately
and shall not thereafter be exercisable.
6.11 Employment Rights. Nothing in the Plan or in any Stock Option
Agreement shall confer on any person any right to continue in
the employ of the Company or any of its subsidiaries, or
shall interfere in any way with the right of the Company or
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any of its subsidiaries to terminate such person's employment
at any time.
6.12 Certain Successor Options. To the extent not inconsistent
with the terms, limitations and conditions of Code Section
422 and any regulations promulgated with respect thereto, an
Option issued in respect of an option held by an employee to
acquire stock of any entity acquired, by merger or otherwise,
by the Company (or any subsidiary of the Company) may contain
terms that differ from those stated in this Article VI, but
solely to the extent necessary to preserve for any such
employee the rights and benefits contained in such
predecessor option, or to satisfy the requirements of Code
Section 424(a).
6.13 Effect of Change in Control. The Committee may determine, at
the time of granting an Option or thereafter, that such
Option shall become exercisable on an accelerated basis in
the event that a Change in Control occurs with respect to the
Company (and the Committee shall have the discretion to
modify the definition of a Change in Control in a particular
Option Agreement). If the Committee finds that there is a
reasonable possibility that, within the succeeding six
months, a Change in Control will occur with respect to the
Company, then the Committee may determine that all
outstanding Options shall be exercisable on an accelerated
basis.
ARTICLE VII
RESTRICTED STOCK
7.1 Awards of Restricted Stock. The Committee may grant Awards of
Restricted Stock, which shall be governed by a Restriction
Agreement between the Company and the Grantee. Each
Restriction Agreement shall contain such restrictions, terms,
and conditions as the Committee may, in its discretion,
determine, and may require that an appropriate legend be
placed on the certificates evidencing the subject Restricted
Stock. Shares of Restricted Stock granted pursuant to an
Award hereunder shall be issued in the name of the Grantee as
soon as reasonably practicable after the Award is granted,
provided that the Grantee has executed the Restriction
Agreement governing the Award, the appropriate blank stock
powers, and, in the discretion of the Committee, an escrow
agreement and any other documents which the Committee may
require as a condition to the issuance of such shares. If a
Grantee shall fail to execute the foregoing documents within
any time period prescribed by the Committee, the Award shall
be void. At the discretion of the Committee, shares issued in
connection with an Award may be held by the Company for the
account of the Grantee or deposited together with the stock
powers with an escrow agent designated by the Committee.
Unless the Committee determines otherwise and as set forth in
the Restriction Agreement, upon issuance of the shares, the
Grantee shall have all of the rights of a shareholder with
respect to such shares, including the right to vote the
shares and
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\
to receive all dividends or other distributions paid or made
with respect to the shares. Unless the Committee determines
otherwise, not more than 20,000 shares of Restricted Stock
may be awarded to any individual in the aggregate in any one
fiscal year of the Company, such limitation to be applied in
a manner consistent with the requirements of, and only to the
extent required for compliance with, the exclusion from the
limitation on deductibility of compensation under Section
162(m) of the Code.
7.2 Non-Transferability. Until any restrictions upon Restricted
Stock awarded to a Grantee shall have lapsed in a manner set
forth in Section 7.3, such shares of Restricted Stock shall
not be transferable other than by will or the laws of descent
and distribution, or pursuant to a Qualified Domestic
Relations Order, nor shall they be delivered to the Grantee.
7.3 Lapse of Restrictions. Restrictions upon Restricted Stock
awarded hereunder shall lapse at such time or times and on
such terms and conditions as the Committee may, in its
discretion, determine at the time the Award is granted or
thereafter.
7.4 Termination of Employment. The Committee shall have the power
to specify, with respect to each Award granted to any
particular Grantee, the effect upon such Grantee's rights
with respect to such Restricted Stock of the termination of
such Grantee's employment under various circumstances, which
effect may include immediate or deferred forfeiture of such
Restricted Stock or acceleration of the date at which any
then-remaining restrictions shall lapse.
7.5 Treatment of Dividends. At the time an Award of Restricted
Stock is made the Committee may, in its discretion, determine
that the payment to the Grantee of any dividends, or a
specified portion thereof, declared or paid on such
Restricted Stock shall be (i) deferred until the lapsing of
the relevant restrictions and (ii) held by the Company for
the account of the Grantee until such lapsing. In the event
of such deferral, there shall be credited at the end of each
year (or portion thereof) interest on the amount of the
account at the beginning of the year at a rate per annum
determined by the Committee. Payment of deferred dividends,
together with interest thereon, shall be made upon the
lapsing of restrictions imposed on such Restricted Stock, and
any dividends deferred (together with any interest thereon)
in respect of Restricted Stock shall be forfeited upon any
forfeiture of such Restricted Stock.
7.6 Delivery of Shares. Except as provided otherwise in Article
IX below, within a reasonable period of time following the
lapse of the restrictions on shares of Restricted Stock, the
Committee shall cause a stock certificate to be delivered to
the Grantee with respect to such shares and such shares shall
be free of all restrictions hereunder.
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ARTICLE VIII
STOCK APPRECIATION RIGHTS
8.1 SAR Grants. The Committee, in its sole discretion, may grant
to any Grantee an SAR. The Committee may impose such
conditions or restrictions on the exercise of any SAR as it
may deem appropriate, including, without limitation,
restricting the time of exercise of the SAR to specified
periods as may be necessary to satisfy the requirements of
Rule 16b-3. Unless the Committee determines otherwise, an SAR
providing for not more than 20,000 equivalent shares of Stock
may be awarded to any individual in the aggregate in any one
fiscal year of the Company, such limitation to be applied in
a manner consistent with the requirements of, and only to the
extent required for compliance with, the exclusion from the
limitation on deductibility of compensation under Section
162(m) of the Code.
8.2 Determination of Price. The SAR Price shall be established by
the Committee in its sole discretion. The SAR Price shall not
be less than 100% of the Fair Market Value of the Stock on
the date the SAR is granted for an SAR issued in tandem with
an Incentive Stock Option.
8.3 Exercise of an SAR. Upon exercise of an SAR, the Grantee
shall be entitled, subject to the terms and conditions of
this Plan and the Agreement, to receive the excess for each
share of Stock being exercised under the SAR of (i) the Fair
Market Value of such share of Stock on the date of exercise
over (ii) the SAR Price for such share of Stock.
8.4 Payment for an SAR. At the sole discretion of the Committee,
the payment of such excess shall be made in (i) cash, (ii)
shares of Stock, or (iii) a combination of both. Shares of
Stock used for this payment shall be valued at their Fair
Market Value on the date of exercise of the applicable SAR.
8.5 Status of an SAR under the Plan. Shares of Stock subject to
an Award of an SAR shall be considered shares of Stock which
may be issued under the Plan for purposes of Section 5.1
hereof, unless the Agreement making the Award of the SAR
provides that the exercise of such SAR results in the
termination of an unexercised Option for the same number of
shares of Stock.
8.6 Termination of Employment. The Committee shall have the power
to specify, with respect to each SAR granted to any
particular Grantee, the effect upon such Grantee's rights
with respect to such SAR of the termination of such Grantee's
employment under various circumstances, which effect may
include immediate or deferred forfeiture of such SAR or
acceleration of the date at which any then-remaining
restrictions shall lapse.
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8.7 No Shareholder Rights. The Grantee shall have no rights as a
shareholder with respect to an SAR. In addition, no
adjustment shall be made for dividends (ordinary or
extraordinary, whether in cash, securities or other property)
or distributions or rights except as provided in Section 5.2
hereof.
ARTICLE IX
STOCK CERTIFICATES
The Company shall not be required to issue or deliver any certificate
for shares of Stock purchased upon the exercise of any Option granted hereunder
or any portion thereof, or deliver any certificate for shares of Restricted
Stock granted hereunder, prior to fulfillment of all of the following
conditions:
(a) The admission of such shares to listing on all stock
exchanges on which the Stock is then listed;
(b) The completion of any registration or other qualification of
such shares which the Committee shall deem necessary or
advisable under any federal or state law or under the rulings
or regulations of the Securities and Exchange Commission or
any other governmental regulatory body;
(c) The obtaining of any approval or other clearance from any
federal or state governmental agency or body which the
Committee shall determine to be necessary or advisable; and
(d) The lapse of such reasonable period of time following the
exercise of the Option as the Board from time to time may
establish for reasons of administrative convenience.
Stock certificates issued and delivered to Grantees shall bear such
restrictive legends as the Company shall deem necessary or advisable pursuant
to applicable federal and state securities laws.
ARTICLE X
TERMINATION AND AMENDMENT
10.1 Termination and Amendment. The Board may at any time
terminate the Plan, and may at any time and from time to time
and in any respect amend the Plan; provided, however, that
the Board (unless its actions are approved or ratified by the
shareholders of the Company within twelve months of the date
that the Board amends the Plan) may not amend the Plan to:
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(a) Increase the total number of shares of Stock
issuable pursuant to Incentive Stock Options, except
as contemplated in Sections 5.1 and 5.2;
(b) Change the class of employees eligible to receive
Incentive Stock Options that may participate in the
Plan; or
(c) Otherwise materially increase the benefits accruing
to recipients of Incentive Stock Options under the
Plan.
10.2 Effect on Grantee's Rights. No termination, amendment, or
modification of the Plan shall affect adversely a Grantee's
rights under a Stock Option Agreement or Restriction
Agreement without the consent of the Grantee or his legal
representative.
ARTICLE XI
RELATIONSHIP TO OTHER COMPENSATION PLANS
The adoption of the Plan shall not affect any other stock option,
incentive, or other compensation plans in effect for the Company or any of its
subsidiaries; nor shall the adoption of the Plan preclude the Company or any of
its subsidiaries from establishing any other form of incentive or other
compensation plan for employees or Directors of the Company or any of its
subsidiaries.
ARTICLE XII
MISCELLANEOUS
12.1 Replacement or Amended Grants. At the sole discretion of the
Committee, and subject to the terms of the Plan, the
Committee may modify outstanding Options or Awards or accept
the surrender of outstanding Options or Awards and grant new
Options or Awards in substitution for them. However, no
modification of an Option or Award shall adversely affect a
Grantee's rights under a Stock Option Agreement or
Restriction Agreement without the consent of the Grantee or
his legal representative.
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12.2 Forfeiture for Competition. If a Grantee provides services to
a competitor of the Company or any of its subsidiaries,
whether as an employee, officer, director, independent
contractor, consultant, agent, or otherwise, such services
being of a nature that can reasonably be expected to involve
the skills and experience used or developed by the Grantee
while an employee of the Company or subsidiary, then that
Grantee's rights under any Options outstanding hereunder
shall be forfeited and terminated, and any shares of
Restricted Stock held by such Grantee subject to remaining
restrictions shall be forfeited, subject in each case to a
determination to the contrary by the Committee.
12.3 Plan Binding on Successors. The Plan shall be binding upon
the successors and assigns of the Company.
12.4 Singular, Plural; Gender. Whenever used herein, nouns in the
singular shall include the plural, and the masculine pronoun
shall include the feminine gender.
12.5 Headings, etc., No Part of Plan. Headings of Articles and
Sections hereof are inserted for convenience and reference;
they do not constitute part of the Plan.
12.6 Interpretation. With respect to Section 16 Insiders,
transactions under this Plan are intended to comply with all
applicable conditions of Rule 16b-3 or its successors under
the Exchange Act. To the extent any provision of the Plan or
action by the Plan administrators fails to so comply, it
shall be deemed void to the extent permitted by law and
deemed advisable by the Plan administrators.
* * * * *
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EXHIBIT A
TO THE LAHAINA ACQUISITIONS, INC. 1999 STOCK OPTION PLAN
LAHAINA ACQUISITIONS, INC.
STOCK OPTION AGREEMENT
THIS STOCK OPTION AGREEMENT (this "Agreement"), entered into as of
this ____ day of __________, 1999, by and between LAHAINA ACQUISITIONS, INC., a
Georgia corporation (the "Company"), and ____________________ (the "Optionee").
WHEREAS, effective as of October 28, 1999, the Board of Directors of
the Company approved the adoption of The Accent Group 1999 Stock Option Plan
and the conversion of same to and adoption of the "Lahaina Acquisitions, Inc.
1999 Stock Option Plan" (the "Plan"), and recommended that the Plan be approved
by the Company's shareholders; and
WHEREAS, effective as of __________, 1999, the Stock Option Agreement
between The Accent Group, Inc., and Optionee dated __________, 1999 was
approved and converted into this Agreement; and
WHEREAS, the Committee has in accordance with the foregoing recitals,
granted the Optionee a stock option to purchase the number of shares of the
Company's common stock as set forth below, and in consideration of the granting
of that stock option the Optionee intends to remain in the employ of the
Company; and
WHEREAS, the Company and the Optionee desire to enter into a written
agreement with respect to such option in accordance with the Plan.
NOW, THEREFORE, as an employment incentive and to encourage stock
ownership, and also in consideration of the mutual covenants contained herein,
the parties hereto agree as follows.
1. Incorporation of Plan. This option is granted pursuant to the
provisions of the Plan and the terms and definitions of the
Plan are incorporated herein by reference and made a part
hereof. A copy of the Plan has been delivered to, and receipt
is hereby acknowledged by, the Optionee.
2. Grant of Option. Subject to the terms, restrictions,
limitations and conditions stated herein, the Company hereby
evidences its grant to the Optionee, not in lieu of salary or
other compensation, of the right and option (the "Option") to
purchase all or any part of the number of shares of the
Company's Common Stock, no par value (the "Stock"), set forth
on Schedule A attached hereto and incorporated herein by
reference. The Option shall be exercisable in the amounts and
at the time specified on Schedule A. The Option shall expire
and shall not be exercisable on the date specified on
Schedule A or on such earlier date as determined pursuant to
Section 8, 9, or 10 hereof. Schedule A states whether the
Option is intended to be an Incentive Stock Option.
<PAGE> 22
3. Purchase Price. The price per share to be paid by the
Optionee for the shares subject to this Option (the "Exercise
Price") shall be as specified on Schedule A, which price
shall be an amount not less than the Fair Market Value of a
share of Stock as of the Date of Grant (as defined in Section
11 below) if the Option is an Incentive Stock Option.
4. Exercise Terms. The Optionee must exercise the Option for at
least the lesser of 100 shares or the number of shares of
Purchasable Stock as to which the Option remains unexercised.
In the event this Option is not exercised with respect to all
or any part of the shares subject to this Option prior to its
expiration, the shares with respect to which this Option was
not exercised shall no longer be subject to this Option.
5. Option Non-Transferable. No Option shall be transferable by
an Optionee other than by will or the laws of descent and
distribution or, in the case of non-Incentive Stock Options,
pursuant to a Qualified Domestic Relations Order, and no
Option shall be transferable by an Optionee who is a Section
16 Insider prior to shareholder approval of the Plan. During
the lifetime of an Optionee, Options shall be exercisable
only by such Optionee (or by such Optionee's guardian or
legal representative, should one be appointed).
6. Notice of Exercise of Option. This Option may be exercised by
the Optionee, or by the Optionee's administrators, executors
or personal representatives, by a written notice (in
substantially the form of the Notice of Exercise attached
hereto as Schedule B) signed by the Optionee, or by such
administrators, executors or personal representatives, and
delivered or mailed to the Company as specified in Section 14
hereof to the attention of the President or such other
officer as the Company may designate. Any such notice shall
(a) specify the number of shares of Stock which the Optionee
or the Optionee's administrators, executors or personal
representatives, as the case may be, then elects to purchase
hereunder, (b) contain such information as may be reasonably
required pursuant to Section 12 hereof, and (c) be
accompanied by (i) a certified or cashier's check payable to
the Company in payment of the total Exercise Price applicable
to such shares as provided herein, (ii) shares of Stock owned
by the Optionee and duly endorsed or accompanied by stock
transfer powers having a Fair Market Value equal to the total
Exercise Price applicable to such shares purchased hereunder,
or (iii) a certified or cashier's check accompanied by the
number of shares of Stock whose Fair Market Value when added
to the amount of the check equals the total Exercise Price
applicable to such shares purchased hereunder. Upon receipt
of any such notice and accompanying payment, and subject to
the terms hereof, the Company agrees to issue to the Optionee
or the Optionee's administrators, executors or personal
representatives, as the case may be, stock certificates for
the number of shares specified in such notice registered in
the name of the person exercising this Option.
<PAGE> 23
7. Adjustment in Option. The number of shares subject to this
Option, the Exercise Price and other matters are subject to
adjustment during the term of this Option in accordance with
Section 5.2 of the Plan.
8. Termination of Employment.
(a) Except as otherwise specified in Schedule A hereto,
in the event of the termination of the Optionee's
employment with the Company or any of its
subsidiaries, other than a termination that is
either (i) for Cause, (ii) voluntary on the part of
the Optionee and without written consent of the
Company, or (iii) for reasons of death or disability
or retirement, the Optionee may exercise this Option
at any time within 90 days after such termination to
the extent of the number of shares which were
Purchasable hereunder at the date of such
termination.
(b) Except as specified in Schedule A attached hereto,
in the event of a termination of the Optionee's
employment that is either (i) for Cause or (ii)
voluntary on the part of the Optionee and without
the written consent of the Company, this Option, to
the extent not previously exercised, shall terminate
immediately and shall not thereafter be or become
exercisable.
(c) Unless and to the extent otherwise provided in
Exhibit A hereto, in the event of the retirement of
the Optionee at the normal retirement date as
prescribed from time to time by the Company or any
subsidiary, the Optionee shall continue to have the
right to exercise any Options for shares which were
Purchasable at the date of the Optionee's retirement
(provided that, on the date which is three months
after the date of retirement, the Options will
become void and unexercisable unless on the date of
retirement the Optionee enters into a noncompete
agreement with National Environmental Contracting
Company and continues to comply with such noncompete
agreement). This Option does not confer upon the
Optionee any right with respect to continuance of
employment by the Company or by any of its
subsidiaries. This Option shall not be affected by
any change of employment so long as the Optionee
continues to be an employee of the Company or one of
its subsidiaries.
9. Disabled Optionee. In the event of termination of employment
because of the Optionee's becoming a Disabled Optionee, the
Optionee (or his or her personal representative) may exercise
this Option, within a period ending on the earlier of (a) the
last day of the one year period following the Optionee's
death or (b) the expiration date of this Option, to the
extent of the number of shares which were Purchasable
hereunder at the date of such termination.
<PAGE> 24
10. Death of Optionee. Except as otherwise set forth in Schedule
A with respect to the rights of the Optionee upon termination
of employment under Section 8(a) above, in the event of the
Optionee's death while employed by the Company or any of its
subsidiaries or within three months after a termination of
such employment (if such termination was neither (i) for
cause nor (ii) voluntary on the part of the Optionee and
without the written consent of the Company), the appropriate
persons described in Section 6 hereof or persons to whom all
or a portion of this Option is transferred in accordance with
Section 5 hereof may exercise this Option at any time within
a period ending on the earlier of (a) the last day of the one
year period following the Optionee's death or (b) the
expiration date of this Option. If the Optionee was an
employee of the Company at the time of death, this Option may
be so exercised to the extent of the number of shares that
were Purchasable hereunder at the date of death. If the
Optionee's employment terminated prior to his or her death,
this Option may be exercised only to the extent of the number
of shares covered by this Option which were Purchasable
hereunder at the date of such termination.
11. Date of Grant. This Option was granted by the Board of
Directors of the Company on the date set forth in Schedule A
(the "Date of Grant").
12. Compliance with Regulatory Matters. The Optionee acknowledges
that the issuance of capital stock of the Company is subject
to limitations imposed by federal and state law and the
Optionee hereby agrees that the Company shall not be
obligated to issue any shares of Stock upon exercise of this
Option that would cause the Company to violate law or any
rule, regulation, order or consent decree of any regulatory
authority (including without limitation the Securities and
Exchange Commission) having jurisdiction over the affairs of
the Company. The Optionee agrees that he or she will provide
the Company with such information as is reasonably requested
by the Company or its counsel to determine whether the
issuance of Stock complies with the provisions described by
this Section 12.
13. Restriction on Disposition of Shares. The shares purchased
pursuant to the exercise of an Incentive Stock Option shall
not be transferred by the Optionee except pursuant to the
Optionee's will, or the laws of descent and distribution,
until such date which is the later of two years after the
grant of such Incentive Stock Option or one year after the
transfer of the shares to the Optionee pursuant to the
exercise of such Incentive Stock Option.
<PAGE> 25
14. Miscellaneous.
(a) This Agreement shall be binding upon the parties
hereto and their representatives, successors and
assigns.
(b) This Agreement is executed and delivered in, and
shall be governed by the laws of, the State of
Georgia.
Any requests or notices to be given hereunder shall
be deemed given, and any elections or exercises to
be made or accomplished shall be deemed made or
accomplished, upon actual delivery thereof to the
designated recipient, or three days after deposit
thereof in the United States mail, registered,
return receipt requested and postage prepaid,
addressed, if to the Optionee, at the address set
forth below and, if to the Company, to the executive
offices of the Company at 5895 Windward Parkway,
Suite 220, Alpharetta, Georgia 30005.
(d) This Agreement may not be modified except in writing
executed by each of the parties hereto.
IN WITNESS WHEREOF, the Board of Directors of the Company has caused
this Stock Option Agreement to be executed on behalf of the Company and the
Company's seal to be affixed hereto and attested by the Secretary or an
Assistant Secretary of the Company, and the Optionee has executed this Stock
Option Agreement under seal, all as of the day and year first above written.
LAHAINA ACQUISITIONS, INC. OPTIONEE
By:
---------------------- --------------------------
Its:
---------------
Name:
--------------------
Attest: Address:
------------------- -----------------
Its: -----------------
----------- -----------------
<PAGE> 26
SCHEDULE A
TO
STOCK OPTION AGREEMENT
BETWEEN
LAHAINA ACQUISITIONS, INC.
AND
-----------------
Dated , 1999
----------
1. Number of Shares Subject to Option: shares.
-----
2. This Option (Check one) [ ] is [ ] is not an Incentive Stock Option.
3. Option Exercise Price: $ per share.
---
4. Date of Grant:
-----------------------
5. Option Vesting Schedule:
Check one:
( ) Options are exercisable with respect to all shares
on or after the date hereof
( ) Options are exercisable with respect to the number
of shares indicated below on or after the date
indicated next to the number of shares:
No. of Shares Vesting Date
6. Option Exercise Period:
Check One:
( ) All options expire and are void unless exercised on
or before .
------------------
( ) Options expire and are void unless exercised on or
before the date indicated next to the number of
shares:
No. of Shares Expiration Date
7. Effect of Termination of Employment of Optionee (if different from
that set forth in Sections 8, 9 and 10 of the Stock Option Agreement):
<PAGE> 27
SCHEDULE B
NOTICE OF EXERCISE
The undersigned hereby notifies Lahaina Acquisitions, Inc. (the
"Company") of this election to exercise the undersigned's stock option to
purchase _________ shares of the Company's common stock, no par value (the
"Common Stock"), pursuant to the Stock Option Agreement (the "Agreement")
between the undersigned and the Company dated _____________. Accompanying this
Notice is (1) a certified or a cashier's check in the amount of $ __________
payable to the Company, and/or (2) __________ shares of the Company's Common
Stock presently owned by the undersigned and duly endorsed or accompanied by
stock transfer powers, having an aggregate Fair Market Value (as defined in The
Accent Group Inc. 1999 Stock Option Plan) as of the date hereof of
$____________, such amounts being equal, in the aggregate, to the purchase price
per share set forth in Section 3 of the Agreement multiplied by the number of
shares being purchased hereby (in each instance subject to appropriate
adjustment pursuant to Section 5.2 of the Agreement).
IN WITNESS WHEREOF, the undersigned has set his hand and seal, this
_____ day of ______________, _______.
OPTIONEE [OR OPTIONEE'S
ADMINISTRATOR,
EXECUTOR OR PERSONAL
REPRESENTATIVE]
Name:
Position (if other than Optionee):
<PAGE> 1
EXHIBIT 4.2
CONSULTING AGREEMENT
This Consulting Agreement (the "Agreement") is made and entered into
effective the 9th day of July, 1999 by and among THE ACCENT GROUP, INC., a
Georgia corporation ("AGI"), ACCENT HOLDINGS, INC., a Georgia corporation
("AHI"), LAHAINA ACQUISTIONS, INC. a Colorado corporation ("Lahaina"), NOEL
ASSOCIATES, LTD., an Anguilla international business corporation ("Noel"), and
ACCENT ASSOCIATES, LLC, a Georgia limited liability company ("Accent") (AGI and
AHI being sometimes referred to collectively as the "Companies" and Noel and
Accent being sometimes referred to collectively as "Consultants").
WITNESSETH:
WHEREAS, Consultants and their predecessors and principals have
significant experience and expertise in business consultation and advisory
services, and have been advising and consulting with the Companies and their
predecessors and principals on strategic business planning since October 1,
1998; and
WHEREAS, the Companies desire to formally engage Consultants and
Consultants desire to be formally engaged by the Companies to assist the
Companies in their business planning; and
WHEREAS, the Companies have rewarded Consultants for their past
services to the Companies; and
WHEREAS, Lahaina has derived significant benefit from Consultants'
services and desires to ratify this Agreement; and
NOW, THEREFORE, for and in consideration of the premises and other good
and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto, desiring and intending to be legally bound, do
hereby convenant and agree as follows:
1. Engagement. The Companies hereby formally engage Consultants to
assist them in ongoing strategic business planning and hereby acknowledge the
following specific consulting services provided to the Companies and their
predecessors by Consultants over the course of the past year and to continue to
be provided to the Companies during the remaining term hereof:
- originating and structuring the consolidation of businesses
into AGI
- locating and negotiating on behalf of the Companies with
Lahaina Acquisitions, Inc. ("Lahaina") for a merger
transaction
<PAGE> 2
- structuring the integration of traditional mortgage
origination operations with real estate development operations
- introduction and development of the "net branch" opportunity
for the Companies
- review of site plans and environmental and other reports
- physical inspection of proposed real estate development
projects
- introduction and development of the "staged financing"
opportunity for the Companies
- identification of and negotiation of additional acquisition
targets to generate external growth of the Companies' business
- preparation of business plans and pro forma financial
statements for the Companies and the consolidation which
resulted in AGI
- recruitment of "net branch" personnel for the Companies
- creation of financial models and other analytical tools
regarding real estate development projects
- identification of additional real property acquisition targets
to provide growth for the real estate development business
assistance in preparation of documents regarding real property
transfers to the consolidated entity
- industry/business cost and fee analysis
- identification of and introductions of the Companies to legal
counsel, accounting firms, appraisal firms and other providers
of professional services
2. Term. This Agreement shall terminate on September 30, 1999, unless
extended by the mutual consent of the parties until and through September 30,
2000.
3. Consulting Fees. In return for its services provided hereunder and
for past services of a similar nature' Noel was granted the right to purchase
and did purchase 31,800 shares of AHI's common stock (now converted into 318,000
shares of Lahaina's common stock) for nominal consideration and Accent was
granted the right to purchase and did purchase 100,000 shares of AGI's common
stock (now converted into 1,000,000 shares of Lahaina's common stock, for
nominal consideration (the Lahaina shares issued to Noel and Accent are herein
referred to collectively as the "Shares").
<PAGE> 3
4. Registration Right. In the event the Companies or any successor
becomes entitled to file and S-8 Registration Statement, through merger or
otherwise, the Companies (or any successor) shall use their reasonable best
efforts, subject to the approval of the Companies' (or any successor's) Board of
Directors, to file an S-8 Registration Statement to register the Shares.
5. Independent Contractors. Consultants shall be considered independent
contractors and not agents of the Companies.
6. Successors and Assigns. This Agreement shall be binding upon the
parties hereto and their successors in interest and permitted assigns.
7. Governing Law. This Agreement shall be governed by and interpreted
in accordance with the laws of the Sate of Georgia.
8. Amendments. This Agreement may be amended only in a writing signed
by all of the parties.
9. Lahaina Ratification. Lahaina hereby ratifies, adopts, approves and
accepts this Agreement.
10. Recitals. The Recitals are hereby made a part of this Agreement
through this reference.
IN WITNESS WHEREOF, the parties have caused this Agreement to be
executed by their duly authorized representatives on the 1st day of October,
1999, but effective as of the day and year first above written.
THE ACCENT GROUP, INC.
By: /s/ Betty M. Sullivan
-----------------------
Title: Executive V.P. and Secretary
-----------------------------
ACCENT HOLDINGS, INC.
By: /s/ Jon Lee Andersen
---------------------
Title: President
----------
LAHAINA ACQUISTIONS, INC.
By: /s/ L. Scott Demerau
---------------------
Title: President
----------
NOEL ASSOCIATES, LTD.
By: /s/ Philrose Bryan
-------------------
Title: Director
---------
ACCENT ASSOCIATES, LLC
By: /s/ Charles W. Demerau
-----------------------
Title: President
----------
<PAGE> 1
Exhibit 5.1
KUTAK ROCK
SUITE 2100
225 PEACHTREE STREET, N.E. Denver
Kansas City
ATLANTA, GEORGIA 30303-1731 Lincoln
Little Rock
404-222-4600 New York
Facsimile 404-222-4654 Newport Beach
Oklahoma City
www.kutakrock.com Omaha
Pasadena
Pittsburgh
Scottsdale
Washington
November 3, 1999
Lahaina Acquisitions, Inc.
Suite 220
5895 Windward Parkway
Alpharetta, GA 30005
Gentlemen:
We have acted as counsel to Lahaina Acquisitions, Inc. (the "Company")
in connection with the filing of a Registration Statement on Form S-8 (the
"Registration Statement") under the Securities Act of 1933, as amended, covering
the offering of up to 300,000 shares of the Company's common stock, no par value
(the "Common Stock"), that may be issued pursuant to the Lahaina Acquisitions,
Inc. 1999 Stock Option Plan and up to 1,318,000 shares of Common Stock that
may be issued pursuant to the July 9, 1999 Consulting Agreement (collectively,
the "Shares"). In connection therewith, we have examined such corporate records,
certificates of public officials and other documents and records as we have
considered necessary or proper for the purpose of this opinion.
This opinion is limited by, and is in accordance with, the January 1,
1992 edition of the Interpretive Standards applicable to Legal Opinions to Third
Parties in Corporate Transactions adopted by the Legal Opinion Committee of the
Corporate and Banking Law Section of the State Bar of Georgia.
Based on the foregoing, and having regard to the legal considerations
which we deem relevant, we are of the opinion that the Shares covered by the
Registration Statement, which may be issued pursuant to the above-described Plan
and Consulting Agreement, will, when issued, be legally issued, fully paid and
nonassessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to all references to our firm included in or made a
part of the Registration Statement.
Very truly yours,
/s/ Kutak Rock
<PAGE> 1
Exhibit 23.1
[LETTERHEAD OF KENNETH R. WALTERS, P.A.]
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement of
Lahaina Acquisitions, Inc. on Form S-8 of our report on the financial statements
of Lahaina Acquisitions, Inc. dated March 16, 1999, appearing in the Annual
Report on Form 10-K/A of Lahaina Acquisitions, Inc. for the fiscal year ended
September 30, 1998, filed with the Commission on October 29, 1999.
We consent to the incorporation by reference in this Registration Statement of
Lahaina Acquisitions, Inc. on Form S-8 of our report on the financial statements
of Beachside Commons I, Inc. dated October 14, 1999, appearing in the Current
Report on Form 8-K/A of Lahaina Acquisitions, Inc., dated December 14, 1998 and
filed with the Commission on October 29, 1999.
/s/ Kenneth R. Walters
Kenneth R. Walters, P.A.
Fernandina Beach, Florida
November 2, 1999
<PAGE> 1
Exhibit 23.2
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement of
Lahaina Acquisitions, Inc. on Form S-8 of our report on the consolidated balance
sheet of The Accent Group, Inc. and Subsidiaries as of July 9, 1999 dated
September 13, 1999 except for Note 9 which is as of September 21, 1999,
appearing in the Current Report on Form 8-K/A of Lahaina Acquisitions, Inc.
dated August 23, 1999, as filed on October 21, 1999.
/s/ Deloitte & Touche LLP
Atlanta, Georgia
November 2, 1999
<PAGE> 1
Exhibit 23.3
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement of
Lahaina Acquisitions, Inc. on Form S-8 of our reports on the financial
statements of Accent Mortgage Services, Inc. as of and for the period ended June
30, 1999 dated September 9, 1999 except for Note 12 which is as of September 21,
1999, and as of and for the two years ended December 31, 1998 dated September 9,
1999 except for Note 13 which is as of September 21, 1999, appearing in the
Current Report on Form 8-K/A of Lahaina Acquisitions, Inc. dated August 23,
1999, filed with the Commission on October 21, 1999.
/s/ Holland Shipes Vann, P.C.
- -----------------------------
Holland Shipes Vann, P.C.
Atlanta, Georgia
November 2, 1999
