<PAGE> 1
As filed with the Securities and Exchange Commission on August 4, 1998
REGISTRATION NO. 333-____________
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
-------------------------
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
-------------------------
LIFEQUEST MEDICAL, INC.
(Exact name of registrant as specified in its charter)
<TABLE>
<S> <C>
DELAWARE 74-2559866
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
12961 PARK CENTRAL, SUITE 1300 78216
SAN ANTONIO, TEXAS (Zip Code)
(Address of Principal Executive Offices)
</TABLE>
<TABLE>
<S> <C>
NON-QUALIFIED STOCK OPTION AGREEMENT BETWEEN NON-QUALIFIED STOCK OPTION AGREEMENT BETWEEN
LIFEQUEST MEDICAL, INC. AND ANDY AMBRO LIFEQUEST MEDICAL, INC. AND ROBERT KRAUS
NON-QUALIFIED STOCK OPTION AGREEMENT BETWEEN NON-QUALIFIED STOCK OPTION AGREEMENT BETWEEN
LIFEQUEST MEDICAL, INC. AND JOE AMICK LIFEQUEST MEDICAL, INC. AND MARK LOVEJOY
NON-QUALIFIED STOCK OPTION AGREEMENT BETWEEN NON-QUALIFIED STOCK OPTION AGREEMENT BETWEEN
LIFEQUEST MEDICAL, INC. AND BRIAN BOXELL LIFEQUEST MEDICAL, INC. AND SCOTT MCEWEN
NON-QUALIFIED STOCK OPTION AGREEMENT BETWEEN NON-QUALIFIED STOCK OPTION AGREEMENT BETWEEN
LIFEQUEST MEDICAL, INC. AND WILLIAM H. BOOKWALTER LIFEQUEST MEDICAL, INC. AND JANNINE MESZLER
NON-QUALIFIED STOCK OPTION AGREEMENT BETWEEN NON-QUALIFIED STOCK OPTION AGREEMENT BETWEEN
LIFEQUEST MEDICAL, INC. AND STEPHEN COLLINS LIFEQUEST MEDICAL, INC. AND TONY MILES
NON-QUALIFIED STOCK OPTION AGREEMENT BETWEEN NON-QUALIFIED STOCK OPTION AGREEMENT BETWEEN
LIFEQUEST MEDICAL, INC. AND PATRICK DOWD LIFEQUEST MEDICAL, INC. AND JIM MILLER
NON-QUALIFIED STOCK OPTION AGREEMENT BETWEEN NON-QUALIFIED STOCK OPTION AGREEMENT BETWEEN
LIFEQUEST MEDICAL, INC. AND JAMES EDGEKOSKI LIFEQUEST MEDICAL, INC. AND STEVE NEDERHOED
NON-QUALIFIED STOCK OPTION AGREEMENT BETWEEN NON-QUALIFIED STOCK OPTION AGREEMENT BETWEEN
LIFEQUEST MEDICAL, INC. AND BOB FADEM LIFEQUEST MEDICAL, INC. AND JEFF RENCHER
NON-QUALIFIED STOCK OPTION AGREEMENT BETWEEN NON-QUALIFIED STOCK OPTION AGREEMENT BETWEEN
LIFEQUEST MEDICAL, INC. AND K.C. FADEM LIFEQUEST MEDICAL, INC. AND ED ROGERS
NON-QUALIFIED STOCK OPTION AGREEMENT BETWEEN NON-QUALIFIED STOCK OPTION AGREEMENT BETWEEN
LIFEQUEST MEDICAL, INC. AND CHIP HADDOCK LIFEQUEST MEDICAL, INC. AND TONY SCHWINDT
NON-QUALIFIED STOCK OPTION AGREEMENT BETWEEN NON-QUALIFIED STOCK OPTION AGREEMENT BETWEEN
LIFEQUEST MEDICAL, INC. AND JIM HARMOUNT LIFEQUEST MEDICAL, INC. AND CINDY SELTZER
NON-QUALIFIED STOCK OPTION AGREEMENT BETWEEN NON-QUALIFIED STOCK OPTION AGREEMENT BETWEEN
LIFEQUEST MEDICAL, INC. AND DAN HOLLAND LIFEQUEST MEDICAL, INC. AND KEN WATSON
NON-QUALIFIED STOCK OPTION AGREEMENT BETWEEN NON-QUALIFIED STOCK OPTION AGREEMENT BETWEEN
LIFEQUEST MEDICAL, INC. AND AMY KARLSTAD LIFEQUEST MEDICAL, INC. AND DAVID WHICHARD
NON-QUALIFIED STOCK OPTION AGREEMENT BETWEEN NON-QUALIFIED STOCK OPTION AGREEMENT BETWEEN
LIFEQUEST MEDICAL, INC. AND RICHARD H. KLEIN LIFEQUEST MEDICAL, INC. AND JON WHICHARD
NON-QUALIFIED STOCK OPTION AGREEMENT BETWEEN NON-QUALIFIED STOCK OPTION AGREEMENT BETWEEN
LIFEQUEST MEDICAL, INC. AND EDWARD KRAUS LIFEQUEST MEDICAL, INC. AND RICHARD A. WOODFIELD
</TABLE>
(Full title of the Plans)
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RANDALL K. BOATRIGHT
EXECUTIVE VICE PRESIDENT, CHIEF FINANCIAL OFFICER AND SECRETARY
LIFEQUEST MEDICAL, INC.
12961 PARK CENTRAL, SUITE 1300
SAN ANTONIO, TEXAS 78216
(Name and address of agent for service)
(210) 495-8787
(Telephone number, including area code, of agent for service)
-------------------------
With Copy to:
FULBRIGHT & JAWORSKI L.L.P.
300 CONVENT, SUITE 2200
SAN ANTONIO, TEXAS 78205
(210) 224-5575
ATTENTION: PHILLIP M. RENFRO
-------------------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
PROPOSED PROPOSED MAXIMUM
TITLE OF SECURITIES AMOUNT TO MAXIMUM OFFERING AGGREGATE OFFERING AMOUNT OF
TO BE REGISTERED BE REGISTERED PRICE PER UNIT(1) PRICE(1) REGISTRATION FEE
<S> <C> <C> <C> <C>
Common Stock,
$.001 par value 698,000(2) $ 2.0625 $1,439,625 $ 424.69
Purchase
Rights(3)(4) 698,000 - - -
Total 698,000 - $1,439,625 $ 424.69
</TABLE>
(1) Pursuant to Rule 457(c), the maximum offering price per security and
maximum aggregate offering price of the Common Stock have been
calculated on the basis of the average of the high and low sale prices
of the Common Stock as reported in the NASDAQ SmallCap Market System
on August 3, 1998.
(2) Pursuant to Rule 416(a), this Registration Statement shall also cover
any additional shares of Common Stock which become issuable by reason
of any stock dividend, stock split, recapitalization or other similar
transaction effected without the receipt of consideration which
results in an increase in the number of the outstanding shares of
Common Stock.
(3) No fee pursuant to Rule 457(g).
(4) Purchase Rights related to the Common Stock pursuant to Rights
Agreement dated as of June 20, 1995, between Registrant and American
Stock Transfer and Trust Company, Rights Agent.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents are hereby incorporated by reference
in this Registration Statement:
1. The Annual Report on Form 10-KSB of LifeQuest
Medical, Inc., a Delaware corporation (the "Registrant"), for the year ended
December 31, 1997;
2. The Registrant's Quarterly Report on Form 10-QSB for
the quarter ended March 31, 1998;
3. The Registrant's Current Report on Form 8-K dated
July 1, 1998; and
4. The description of the Registrant's Common Stock,
$.001 par value, set forth under the caption "Description of Capital Stock" in
the prospectus that is included in the Registrant's Registration Statement on
Form S-1 (File No. 33-49196), as amended, and the description of the Company's
Common Stock Purchase Rights set forth in the Registration Statement on Form
8-A dated June 20, 1995, are hereby incorporated herein by reference.
All documents filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act subsequent to the filing hereof
and prior to the filing of a post-effective amendment which indicates that all
securities offered have been sold or which deregisters all securities then
remaining unsold, shall be deemed to be incorporated by reference in this
Registration Statement and to be a part hereof from the date of filing such
documents.
For purposes of this Registration Statement, any document or
any statement contained in a document incorporated or deemed to be incorporated
herein by reference shall be deemed to be modified or superseded to the extent
that a subsequently filed document or a statement contained herein or in any
other subsequently filed document which also is or is deemed to be incorporated
herein by reference modifies or supersedes such document or such statement in
such document. Any statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this Registration
Statement.
ITEM 4. DESCRIPTION OF SECURITIES
Not Applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
Not Applicable.
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ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 145 of the Delaware General Corporation Law empowers
the Registrant to, and the Bylaws of the Registrant provide that it shall,
indemnify any person who was or is a party or is threatened to be made a party
to any threatened, pending or completed action, suit or proceeding by reason of
the fact that he is or was a director, officer, employee or agent of the
Registrant, or is or was serving at the request of the Registrant as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, against expenses, 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 be the best
interest of the Registrant, and, with respect to any criminal action or
proceeding, had no reasonable cause to believe his conduct was unlawful; except
that, in the case of an action or suit by or in the right of the Registrant, no
indemnification may be made in respect of any claim, issue or matter as to
which such person shall have been adjudged to be liable for negligence or
misconduct in the performance of his duty to the Registrant unless and only to
the extent that the Court of Chancery or the court in which such action or suit
was brought shall determine that such person is fairly and reasonably entitled
to indemnity for proper expenses.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
ITEM 8. EXHIBITS
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<S> <C>
4.1 Copy of the Certificate of Incorporation of the Registrant, as amended (hereby incorporated
herein by reference to Exhibit 3.1 of the Registrant's Registration Statement on Form S-1
(Registration No. 33-49196)).
4.2 Copy of the Bylaws of the Registrant, as amended (hereby incorporated herein by reference to
Exhibit 3.2 of the Registrant's Registration Statement on Form S-1 (Registration No. 33-
49196)).
4.3 Copy of a specimen of certificate representing Common Stock, $.001 par value, of the
Registrant (hereby incorporated herein by reference to Exhibit 4.1 of the Registrant's
Registration Statement on Form S-1 (Registration No. 33-49196)).
4.4 Rights Agreement dated as of June 20, 1995, between LifeQuest Medical, Inc. and American
Stock Transfer & Trust Company, as Rights Agent, which includes as exhibits, the form of
Right Certificate and the Summary of Rights to Purchase Common Shares (hereby
</TABLE>
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<PAGE> 5
<TABLE>
<S> <C>
incorporated herein by reference to Exhibit 1 of the Registrant's Current Report on Form 8-K
dated June 26, 1995).
*4.5 Form of Non-Qualified Stock Option Agreement between LifeQuest Medical, Inc. and each of
Richard H. Klein, Bob Fadem, K.C. Fadem, Mark Lovejoy, William H. Bookwalter, Edward Kraus
and Robert Kraus.
*4.6 Form of Non-Qualified Stock Option Agreement between LifeQuest Medical, Inc. and each of
Andy Ambro, Brian Boxell, Stephen Collins, Patrick Dowd, James Edgekoski, Chip Haddock, Jim
Harmount, Scott McEwen, Jannine Meszler, Tony Miles, Jim Miller, Steve Nederhoed, Jeff
Rencher, Ed Rogers, Tony Schwindt, Cindy Seltzer, Ken Watson, Amy Karlstad, Joe Amick, Dan
Holland, David Whichard and Jon Whichard.
*4.7 Non-Qualified Stock Option Agreement dated May 11, 1998, between LifeQuest Medical, Inc. and
Richard A. Woodfield.
*5.1 Opinion of Fulbright & Jaworski L.L.P. as to the legality of the securities being
registered.
*23.1 Consent of Fulbright & Jaworski L.L.P. (included in Exhibit 5.1).
*23.2 Consent of Arthur Andersen LLP
*24.1 Powers of Attorney from the members of the Board of Directors of the Registrant (contained
on signature page).
</TABLE>
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* filed herewith
ITEM 9. 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:
(i) To include any prospectus required by Section
10(a)(3) of the Securities Act of 1933, as amended (the
"Securities Act");
(ii) To reflect in the prospectus any facts or
events arising after the effective date of this Registration
Statement (or the most recent post-effective
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<PAGE> 6
amendment hereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in
this Registration Statement; and
(iii) To include any material information with
respect to the plan of distribution not previously disclosed in
this Registration Statement or any material change to such
information in this Registration Statement;
Provided, however, that paragraphs (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 by the Registrant pursuant to
Section 13 or Section 15(d) of the Exchange Act, that are incorporated by
reference in this Registration Statement.
(2) That, for the purpose of determining any liability
under the Securities Act, each such post-effective amendment shall be deemed to
be a new registration statement relating to the securities offered herein, and
the offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.
(3) To remove from registration by means of a
post-effective amendment any of the securities being registered which remain
unsold at the termination of the offering.
The undersigned Registrant hereby undertakes that, for purposes
of determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act that is incorporated by reference in this Registration Statement
shall be deemed to be a new registration statement relating to the securities
offered herein, 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 Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the
Securities Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the
Securities Act and will be governed by the final adjudication of such issue.
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<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, in the City of San Antonio, State of Texas, on July 2, 1998.
LIFEQUEST MEDICAL, INC.
By:/s/ Richard A. Woodfield
-------------------------------------
Richard A. Woodfield
President and Chief Executive Officer
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<PAGE> 8
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each individual whose
signature appears below constitutes and appoints Richard A. Woodfield and
Randall K. Boatright, or either of them, his true and lawful attorneys-in-fact
and agents, with full power of substitution and resubstitution, severally, for
him and in his name, place and stead, in any and all capacities, to sign any
and all amendments (including post-effective amendments) to this Registration
Statement, and to file the same and all exhibits thereto, and all documents in
connection therewith, with the Securities and Exchange Commission, granting
said attorney-in-fact and agent, and each of them, full power and authority to
do and perform each and every act and thing requisite and 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 agent or either of them, or their or his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- --------- ----- ----
<S> <C> <C>
/s/ Richard A. Woodfield President, Chief Executive July 2, 1998
- ------------------------------ Officer and Director
Richard A. Woodfield (Principal Executive Officer)
/s/ Randall K. Boatright Executive Vice-President, Chief July 2, 1998
- ------------------------------ Financial Officer, Secretary and
Randall K. Boatright Director
(Principal Financial and Accounting Officer)
/s/ William H. Bookwalter Vice President and Director July 2, 1998
- ------------------------------
William H. Bookwalter
/s/ K.C. Fadem Vice President and Director July 2, 1998
- ------------------------------
K.C. Fadem
/s/ Richard H. Klein Vice President and Director July 2, 1998
- ------------------------------
Richard H. Klein
/s/ Jeffrey H. Berg, Ph.D. Director July 2, 1998
- ------------------------------
Jeffrey H. Berg, Ph.D.
/s/ Robert L. Evans Director July 2, 1998
- ------------------------------
Robert L. Evans
/s/ Robert B. Johnson Director July 2, 1998
- ------------------------------
Robert B. Johnson
</TABLE>
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<PAGE> 9
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Exhibit
Number Description of Exhibits
- ------- -----------------------
<S> <C>
4.1 Copy of the Certificate of Incorporation of the Registrant, as amended (incorporated by reference to
Exhibit 3.1 of the Registrant's Registration Statement on Form S-1 (Registration No. 33-49196)).
4.2 Copy of the Bylaws of the Registrant, as amended (incorporated by reference to Exhibit 3.2 of the
Registrant's Registration Statement on Form S-1 (Registration No. 33-49196)).
4.3 Copy of a specimen of certificate representing Common Stock, $.001 par value, of the Registrant
(incorporated by reference to Exhibit 4.1 of the Registrant's Registration Statement on Form S-1
(Registration No. 33-49196)).
4.4 Rights Agreement dated as of June 20, 1995, between LifeQuest Medical, Inc. and American Stock Transfer
& Trust Company, as Rights Agent, which includes as exhibits, the form of Right Certificate and the
Summary of Rights to Purchase Common Shares (hereby incorporated herein by reference to Exhibit 1 of
the Registrant's Current Report on Form 8-K dated June 26, 1995).
*4.5 Form of Non-Qualified Stock Option Agreement between LifeQuest Medical, Inc. and each of Richard H.
Klein, Bob Fadem, K.C. Fadem, Mark Lovejoy, William H. Bookwalter, Edward Kraus and Robert Kraus.
*4.6 Form of Non-Qualified Stock Option Agreement between LifeQuest Medical, Inc. and each of Andy Ambro,
Brian Boxell, Stephen Collins, Patrick Dowd, James Edgekoski, Chip Haddock, Jim Harmount, Scott McEwen,
Jannine Meszler, Tony Miles, Jim Miller, Steve Nederhoed, Jeff Rencher, Ed Rogers, Tony Schwindt, Cindy
Seltzer, Ken Watson, Amy Karlstad, Joe Amick, Dan Holland, David Whichard and Jon Whichard.
*4.7 Non-Qualified Stock Option Agreement dated May 11, 1998, between LifeQuest Medical, Inc. and Richard A.
Woodfield.
*5.1 Opinion of Fulbright & Jaworski L.L.P. as to the legality of the securities being registered.
*23.1 Consent of Fulbright & Jaworski L.L.P. (included in Exhibit 5.1).
*23.2 Consent of Arthur Andersen LLP
*24.1 Powers of Attorney from the members of the Board of Directors of the Registrant (contained on page 7
hereof).
</TABLE>
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* filed herewith
<PAGE> 1
EXHIBIT 4.5
LIFEQUEST MEDICAL, INC.
AMENDED AND RESTATED
NON-QUALIFIED STOCK OPTION AGREEMENT
This Amended and Restated Non-Qualified Stock Option Agreement dated
___________, 19__, is entered into between LifeQuest Medical, Inc., a Delaware
corporation (the "Company"), and ____________ ("Optionee").
Recitals
A. The Company and Optionee entered into a Stock Option Agreement dated
______________ (the "Prior Agreement"). The Company and Optionee desire to amend
the Prior Agreement pursuant to the terms and conditions hereinafter provided.
B. The Company (or its affiliate) desires to have Optionee remain in
its employ, encourage the stock ownership of Optionee and increase the
Optionee's proprietary interest in the Company.
C. The Company desires to grant to Optionee an option to purchase up to
______ shares of Common Stock, $.001 par value ("Common Stock"), of the Company.
The term "orthopaedic products" as used herein shall mean those products sold by
the Company's orthopaedic division sales force.
Agreements
In consideration of the foregoing and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties hereto hereby agree as follows:
.1. Grant of Option. Subject to the terms and conditions set forth in
this Agreement, the Company hereby grants to Optionee the option to purchase,
during the period commencing on the date of this Agreement and, except as
provided in Section 8, ending ________________, at an exercise price equal to
the Closing Sales Price (as defined below) per share, up to, but not exceeding
in the aggregate, __________ shares of Common Stock, $.001 par value ("Common
Stock"), of the Company (such option is hereinafter called the "Option"). The
Closing Sales Price shall be the average of the closing bid and asked prices, in
the Over-the-Counter market as reported by the National Association of
Securities Dealers, Inc. Automated Quotation System, at the Effective Time as
defined in the Plan of Merger and Acquisition Agreement dated June 30, 1997,
among the Company, Optionee, ___________ and ______________.
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<PAGE> 2
.2. Non-Qualified Status. The Option is intended to be a non-qualified
stock option which does not satisfy the requirements of Section 422A of the
Internal Revenue Code of 1986, as amended. The Option is granted outside of and
therefore shall not be subject to the terms and provisions of the Company's 1989
Stock Option Plan, as amended.
.3. Vesting of Option. The Option evidenced hereby may be exercised
from time to time as to the following number of shares, on a cumulative basis
(as to options to purchase shares not previously exercised), on or after each of
the following dates if the Optionee is employed by the Company on such date:
(a) ___________ shares on _____________;
(b) ___________ shares on _____________; and
(c) ___________ shares on _____________.
.4. Exercise of Option. The Option shall be exercised by Optionee's
delivery of written notice to the Company setting forth the number of shares
with respect to which the Option is to be exercised and the address to which the
certificates representing shares of Common Stock issuable upon the exercise of
the Option shall be mailed. In order to be effective, such written notice shall
be accompanied, at the time of its actual receipt by the Company, by payment of
the option price of such shares, which payment shall be made by check in an
amount equal to the option price of such shares. As promptly as practicable
after the receipt by the Company of (a) such written notice from Optionee
setting forth the number of shares with respect to which the Option is to be
exercised and (b) payment of the option price of such shares in the form
required by the foregoing provisions, the Company shall deliver to Optionee
certificates representing the number of shares with respect to which the Option
has been so exercised, such certificates to be registered in the name of
Optionee. Delivery of such certificates shall be considered to have been made
when such certificates shall have been mailed, postage prepaid, to Optionee at
the address specified for such purpose in such written notice from Optionee to
the Company.
.5. Early Forfeiture of Option. If, before the expiration of the
Option, Optionee breaches, or does not perform any of his obligations under, any
confidentiality agreement or non-competition agreement now or hereafter in
effect between Optionee and the Company, and such breach or non-performance
continues for a period 30 days after written notice thereof is given by the
Company to Optionee, then, in such event, any unexercised portion of the Option
shall automatically be forfeited by Optionee and the Option shall terminate and
become of no further effect.
.6. Transferability of Option. The Option shall not be transferable by
Optionee otherwise than by will or under the laws of descent and distribution,
and shall be exercisable, during his lifetime, only by him. Any assignment or
transfer of the Option otherwise than by will or under the laws of descent and
distribution,
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<PAGE> 3
whether voluntarily or involuntarily, by operation of law or otherwise, shall
not vest in the assignee or transferee any interest or rights whatsoever, but
immediately upon such assignment or transfer the Option shall terminate and
become of no further effect.
.7. Termination of Employment or Death of Optionee. The Option granted
to Optionee shall terminate on the earlier of the date of the expiration of the
Option or upon severance of the employment relationship between the Company and
Optionee under Section 5.01, 5.02 or 5.03 of the Employment Agreement dated of
even date herewith, between _____________ and Optionee; provided, however, if
Optionee shall die while in the employ of the Company and before the date of
expiration of his Option, his Option shall terminate on the later of the date of
expiration or one year following the date of death. After the death of Optionee,
his executor, administrator or any person or persons to whom his Option may be
transferred by will or by the laws of descent and distribution, shall have the
right, at any time prior to its termination, to exercise his Option to the
extent Optionee could have exercised it had he lived and remained in the employ
of the Company.
.8. No Rights as Stockholder. Optionee shall not have rights as a
stockholder with respect to shares covered by the Option until the date of
issuance of a stock certificate for such shares; and, except as otherwise
provided in Section 10 hereof, no adjustment for dividends or otherwise shall be
made if the record date therefor is prior to the date of issuance of such
certificate.
.9. Changes in the Company's Capital Structure. The existence of the
Option shall not affect in any way the right or power of the Company to make or
authorize any or all adjustments, recapitalization, reorganizations or other
changes in the Company's capital structure or its business, or any merger or
consolidation of the Company, or any issuance of bonds, debentures, preferred or
prior preference stock ahead or affecting the Common Stock or the rights
thereof, or the dissolution or liquidation of the Company, or any sale or
transfer of all or any part of its assets or business, or any other corporate
act or proceeding, whether of a similar character or otherwise.
If the Company shall effect a subdivision or consolidation of shares or
other capital readjustment, the payment of a stock dividend, or other increase
or reduction of the number of shares of Common Stock outstanding, without
receiving compensation therefor in money, services or property, then (a) the
number, class and per share price of shares of stock subject to the Option
hereunder shall be appropriately adjusted in such a manner as to entitle
Optionee to receive upon exercise of the Option, for the same aggregate cash
consideration, the same total number and class of shares as he would have
received had he exercised the Option in full immediately prior to the event
requiring the adjustment; and (b) the number and class of shares then reserved
for issuance under this Agreement shall be adjusted by substituting for the
total number and class of shares of Common Stock then reserved that number and
class of shares of stock that would have been
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<PAGE> 4
received by the owner of an equal number of outstanding shares of each class of
Common Stock as the result of the event requiring the adjustment.
Except as provided herein, if the Company is merged or consolidated
with another corporation or if the Company is liquidated or sells or otherwise
disposes of substantially all its assets while the Option remains unexercised
under this Agreement, (x) subject to the provisions of clause (y) below, after
the effective date of such merger, consolidation, liquidation, sale or other
disposition, as the case may be, Optionee shall be entitled, upon exercise of
the Option, to receive, in lieu of shares of Common Stock, the number and class
or classes of shares of such stock or other securities or property to which
Optionee would have been entitled if, immediately prior to such merger,
consolidation, liquidation, sale or other disposition, Optionee had been the
holder of record of a number of shares of Common Stock equal to the number of
shares as to which the Option shall be so exercised; or (y) the Option shall be
canceled by the Company as of the effective date of any such merger,
consolidation, liquidation, sale or other disposition, provided that (i) notice
of such cancellation shall be given to Optionee and (ii) Optionee shall have the
right to exercise the Option in full (without regard to any limitations set
forth in paragraph 3 hereof) during a period set by the Company preceding the
effective date of such merger, consolidation, liquidation, sale or other
disposition and, provided further, that in the event the Option may not be
exercised in full under applicable securities laws without registration of the
shares of Common Stock issuable on exercise of the Option, the Company may limit
the exercise of the Option to such number of shares of Common Stock, if any, as
may be issued without such registration, the method of choosing the number of
shares of Common Stock for which the Option may be exercised to be solely within
the discretion of the Company.
Except as hereinbefore expressly provided, the issue by the Company of
shares of stock of any class, or securities convertible into shares of stock of
any class, for cash or property, or for labor or services either upon direct
sale or upon the exercise of rights or warrants to subscribe therefor, or upon
conversion of shares or obligations of the Company convertible into such shares
or other securities, shall not affect, and no adjustment by reason thereof shall
be made with respect to, the number, class or price of shares of Common Stock
then subject to the Option.
.10. Requirements of Law. The Company shall not be required to sell or
issue any shares under the Option if the issuance of such shares shall
constitute or result in a violation by Optionee or the Company of any provision
of any law, statute or regulation of any governmental authority. Specifically,
in connection with any applicable statute or regulation relating to the
registration of securities, upon exercise of the Option, the Company shall not
be required to issue such shares unless the Company has received evidence
reasonably satisfactory to it to the effect that Optionee will not transfer such
shares except in accordance with applicable law, including receipt of an opinion
of counsel reasonably satisfactory to the
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<PAGE> 5
Company to the effect that any proposed transfer complies with applicable law.
The Company may, but shall in no event be obligated to, register any shares
covered hereby pursuant to applicable securities laws of any county or political
subdivision thereof. In the event the shares issuable on exercise of the Option
are not so registered, the Company may imprint on the certificate evidencing
such shares any legend that counsel for the Company considers necessary or
advisable to comply with applicable law. The Company shall not be obligated to
take any other affirmative action in order to cause the exercise of the Option
or the issuance of shares pursuant to the Option to comply with any law or
regulation of any governmental authority.
.11. Arbitration. The Company and Optionee agree that any dispute or
controversy arising out of or in connection with this Agreement or any alleged
breach hereof shall be settled by arbitration in San Antonio, Texas pursuant to
the rules of the American Arbitration Association. If the two parties cannot
jointly select a single arbitrator to determine the matter, one arbitrator shall
be chosen by each party (or, if a party fails to make a choice, by the American
Arbitration Association on behalf of such party) and the two arbitrators so
chosen will select a third. The decisions of the single arbitrator jointly
selected by the parties, or, if three arbitrators are selected, the decision of
any two of them, will be final and binding upon the parties and the judgment of
a court of competent jurisdiction may be entered thereon. Fees of the
arbitrators and costs of arbitration shall be borne by the parties in such
manner as shall be determined by the arbitrator or arbitrators.
.12. Notices. Any notice, report, demand or payment required, permitted
or desired to be given pursuant to any of the provisions of this Agreement shall
be deemed to have been sufficiently given or served for all purposes if hand
delivered or delivered by responsible overnight courier or sent by certified or
registered air mail, return receipt requested, and postage prepaid as follows:
If to the Company:
LifeQuest Medical, Inc.
12961 Park Central, Suite 1300
San Antonio, Texas 78216
Attn: Randall K. Boatright
with a copy to: Fulbright & Jaworski L.L.P.
300 Convent Street
San Antonio, Texas 78205
Attn: Phillip M. Renfro, Esq.
Facsimile No. (210) 270-7205
If to Employee:
-----------------------------------
-----------------------------------
-----------------------------------
with a copy to:
-----------------------------------
-----------------------------------
-----------------------------------
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<PAGE> 6
.13. Employment Agreement. The granting of the Option shall not
diminish or impair the rights and responsibilities of Optionee and the Company
under the Employment Agreement or any confidentiality or non-competition
agreement in effect between the Optionee and the Company. Optionee and the
Company agree that the granting of the Option pursuant to this Agreement
constitutes full satisfaction of any and all obligations of the Company
contained in the Employment Agreement with respect to the granting of stock
options, and Optionee hereby forever releases any claims with respect to such
obligations of the Company (and its affiliate) under the Employment Agreement.
14. Entire Agreement. This Agreement contains the entire agreement of
the parties relating to the subject matter of this Agreement, and this Agreement
amends and restates in its entirety all agreements between the parties relating
to the subject matter of this Agreement, including the Prior Agreement. There
are no understandings or agreements, whether oral or written, relating to the
subject matter of this Agreement that are not stated in this Agreement.
This Agreement is effective as of the date first written above.
LIFEQUEST MEDICAL, INC.
By:
-------------------------------------
Name:
----------------------------------
Title:
----------------------------------
----------------------------------------
Name of Optionee:
----------------------
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<PAGE> 1
EXHIBIT 4.6
LIFEQUEST MEDICAL, INC.
NON-QUALIFIED STOCK OPTION AGREEMENT
This Agreement dated ______________, 19__, is entered into between
LifeQuest Medical, Inc., a Delaware corporation (the "Company"), and
____________ ("Optionee").
Recitals
A. Optionee is in the employ of the Company (or its affiliate), and the
Company (or its affiliate) desires to have Optionee remain in its employ,
encourage the stock ownership of Optionee and increase the Optionee's
proprietary interest in the Company.
B. The Company desires to grant to Optionee an option to purchase up to
__________ shares of Common Stock, $.001 par value ("Common Stock"), of the
Company.
Agreements
In consideration of the foregoing and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties hereto hereby agree as follows:
.1. Grant of Option. Subject to the terms and conditions set forth
in this Agreement, the Company hereby grants to Optionee the option to purchase,
during the period commencing on the date of this Agreement and ending
_________________, at an exercise price equal to $_____ per share, up to, but
not exceeding in the aggregate, ___________ shares of Common Stock, $.001 par
value ("Common Stock"), of the Company (such option is hereinafter called the
"Option").
.2. Non-Qualified Status. The Option is intended to be a
non-qualified stock option which does not satisfy the requirements of Section
422A of the Internal Revenue Code of 1986, as amended. The Option is granted
outside of and therefore shall not be subject to the terms and provisions of the
Company's 1989 Stock Option Plan, as amended.
.3. Vesting of Option. The Option evidenced hereby may be
exercised from time to time as to the following number of shares, on a
cumulative basis (as to options to purchase shares not previously exercised):
(a) _________ shares on each of the following dates if
the Optionee is employed by the Company on such date:
<PAGE> 2
(i) ________________
(ii) ________________
(iii) ________________
(iv) ________________
.4. Exercise of Option. The Option shall be exercised by Optionee's
delivery of written notice to the Company setting forth the number of shares
with respect to which the Option is to be exercised and the address to which the
certificates representing shares of Common Stock issuable upon the exercise of
the Option shall be mailed. In order to be effective, such written notice shall
be accompanied, at the time of its actual receipt by the Company, by payment of
the option price of such shares, which payment shall be made by check in an
amount equal to the option price of such shares. As promptly as practicable
after the receipt by the Company of (a) such written notice from Optionee
setting forth the number of shares with respect to which the Option is to be
exercised and (b) payment of the option price of such shares in the form
required by the foregoing provisions, the Company shall deliver to Optionee
certificates representing the number of shares with respect to which the Option
has been so exercised, such certificates to be registered in the name of
Optionee. Delivery of such certificates shall be considered to have been made
when such certificates shall have been mailed, postage prepaid, to Optionee at
the address specified for such purpose in such written notice from Optionee to
the Company.
.5. Early Forfeiture of Option. If, before the expiration of the
Option, Optionee breaches, or does not perform any of his obligations under, any
material provision of any confidentiality agreement or non-competition agreement
now or hereafter in effect between Optionee and the Company, and such breach or
non-performance continues for a period 30 days after written notice thereof is
given by the Company to Optionee, then, in such event, any unexercised portion
of the Option shall automatically be forfeited by Optionee and the Option shall
terminate and become of no further effect.
.6. Transferability of Option. The Option shall not be transferable by
Optionee except through his last will and testament or under the laws of descent
and distribution, and shall be exercisable, during his lifetime, only by him.
Any assignment or transfer of the Option except through his last will and
testament or under the laws of descent and distribution, whether voluntarily or
involuntarily, by operation of law or otherwise, shall not vest in the assignee
or transferee any interest or rights whatsoever, but immediately upon such
assignment or transfer the Option shall terminate and become of no further
effect.
.7. Termination of Employment or Death of Optionee. The Option granted
to Optionee shall terminate on the earlier of the date of the expiration of the
Option or upon severance of the employment relationship between the Company and
Optionee for any reason, for or without cause. If Optionee shall die while in
the employ of the Company and before the date of expiration of his Option, his
Option shall terminate on the earlier of the date of expiration or one year
following the date of death. After the death of Optionee, his executor,
administrator or any person or persons to whom his Option may be transferred by
will or by the laws of
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<PAGE> 3
descent and distribution, shall have the right, at any time prior to its
termination, to exercise his Option to the extent Optionee could have exercised
it at the time of his death.
.8. No Rights as Stockholder. Optionee shall not have rights as a
stockholder with respect to shares covered by the Option until the date of
issuance of a stock certificate for such shares; and, except as otherwise
provided in Section 9 hereof, no adjustment for dividends or otherwise shall be
made if the record date therefor is prior to the date of issuance of such
certificate.
.9. Changes in the Company's Capital Structure. The existence of the
Option shall not affect in any way the right or power of the Company to make or
authorize any or all adjustments, recapitalization, reorganizations or other
changes in the Company's capital structure or its business, or any merger or
consolidation of the Company, or any issuance of bonds, debentures, preferred or
prior preference stock ahead or affecting the Common Stock or the rights
thereof, or the dissolution or liquidation of the Company, or any sale or
transfer of all or any part of its assets or business, or any other corporate
act or proceeding, whether of a similar character or otherwise.
If the Company shall effect a subdivision or consolidation of shares or
other capital readjustment, the payment of a stock dividend, or other increase
or reduction of the number of shares of Common Stock outstanding, without
receiving compensation therefor in money, services or property, then (a) the
number, class and per share price of shares of stock subject to the Option
hereunder shall be appropriately adjusted in such a manner as to entitle
Optionee to receive upon exercise of the Option, for the same aggregate cash
consideration, the same total number and class of shares as he would have
received had he exercised the Option in full immediately prior to the event
requiring the adjustment; and (b) the number and class of shares then reserved
for issuance under this Agreement shall be adjusted by substituting for the
total number and class of shares of Common Stock then reserved that number and
class of shares of stock that would have been received by the owner of an equal
number of outstanding shares of each class of Common Stock as the result of the
event requiring the adjustment.
Except as provided herein, if the Company is merged or consolidated
with another corporation or if the Company is liquidated or sells or otherwise
disposes of substantially all its assets while the Option remains unexercised
under this Agreement, (x) subject to the provisions of clause (z) below, after
the effective date of such merger, consolidation, liquidation, sale or other
disposition, as the case may be, Optionee shall be entitled, upon exercise of
the Option, to receive, in lieu of shares of Common Stock, the number and class
or classes of shares of such stock or other securities or property to which
Optionee would have been entitled if, immediately prior to such merger,
consolidation, liquidation, sale or other disposition, Optionee had been the
holder of record of a number of shares of Common Stock equal to the number of
shares as to which the Option shall be so exercised; (y) the limitations set
forth in paragraph 3 hereof may be waived by the Company, in its sole
discretion, so that the Option, from and after a date prior to the effective
date of such merger, consolidation, liquidation, sale or other
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<PAGE> 4
disposition, as the case may be, shall be exercisable in full; and (z) the
Option may be canceled by the Company as of the effective date of any such
merger, consolidation, liquidation, sale or other disposition, provided that (i)
notice of such cancellation shall be given to Optionee and (ii) Optionee shall
have the right to exercise the Option in full (without regard to any limitations
set forth in paragraph 3 hereof) during a period set by the Company preceding
the effective date of such merger, consolidation, liquidation, sale or other
disposition and, provided further, that in the event the Option may not be
exercised in full under applicable securities laws without registration of the
shares of Common Stock issuable on exercise of the Option, the Company may limit
the exercise of the Option to such number of shares of Common Stock, if any, as
may be issued without such registration, the method of choosing the number of
shares of Common Stock for which the Option may be exercised to be solely within
the discretion of the Company.
Except as hereinbefore expressly provided, the issue by the Company of
shares of stock of any class, or securities convertible into shares of stock of
any class, for cash or property, or for labor or services either upon direct
sale or upon the exercise of rights or warrants to subscribe therefor, or upon
conversion of shares or obligations of the Company convertible into such shares
or other securities, shall not affect, and no adjustment by reason thereof shall
be made with respect to, the number, class or price of shares of Common Stock
then subject to the Option.
.10. Requirements of Law. The Company shall not be required to sell or
issue any shares under the Option if the issuance of such shares shall
constitute or result in a violation by Optionee or the Company of any provision
of any law, statute or regulation of any governmental authority. Specifically,
in connection with any applicable statute or regulation relating to the
registration of securities, upon exercise of the Option, the Company shall not
be required to issue such shares unless the Company has received evidence
satisfactory to it to the effect that Optionee will not transfer such shares
except in accordance with applicable law, including receipt of an opinion of
counsel satisfactory to the Company to the effect that any proposed transfer
complies with applicable law. The Company may, but shall in no event be
obligated to, register any shares covered hereby pursuant to applicable
securities laws of any county or political subdivision thereof. In the event the
shares issuable on exercise of the Option are not so registered, the Company may
imprint on the certificate evidencing such shares any legend that counsel for
the Company considers necessary or advisable to comply with applicable law. The
Company shall not be obligated to take any other affirmative action in order to
cause the exercise of the Option or the issuance of shares pursuant to the
Option to comply with any law or regulation of any governmental authority.
.11. Notices. Every notice or other communication relating to this
Agreement shall be in writing, and shall be mailed to or delivered to the party
for whom it is intended at such address as may from time to time be designated
by such party in a notice mailed or delivered to the other party as herein
provided, provided that, unless and until some other address be so designated,
all notices or
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<PAGE> 5
communications by Optionee to the Company shall be mailed or delivered to the
Company at:
LifeQuest Medical, Inc.
9601 McAllister Freeway, Suite 1120
San Antonio, Texas 78216
Attention: President
and all notices or communications by the Company to Optionee may be given to
Optionee personally or may be mailed to him at:
---------------------------
---------------------------
---------------------------
This Agreement is effective as of the date first written above.
LIFEQUEST MEDICAL, INC.
By:
---------------------------------
Name:
-------------------------------
Title:
------------------------------
------------------------------------
Name of Optionee:
-------------------
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<PAGE> 1
EXHIBIT 4.7
LIFEQUEST MEDICAL, INC.
NON-QUALIFIED STOCK OPTION AGREEMENT
This Non-Qualified Stock Option Agreement (the "Agreement") dated May
11, 1998, is entered into between LifeQuest Medical, Inc., a Delaware
corporation (the "Company"), and Richard A. Woodfield ("Optionee").
Recitals
A. On the date hereof, Optionee and the Company have entered into an
Employment Agreement (the "Employment Agreement") whereby Optionee has agreed to
become an employee of the Company, and the Company desires to encourage Optionee
to enter into the Employment Agreement, encourage the stock ownership of
Optionee and create a proprietary interest of Optionee in the
Company.
B. The Company desires to grant to Optionee an option to purchase up to
250,000 shares of Common Stock, $.001 par value ("Common Stock"), of the
Company.
Agreements
In consideration of the foregoing and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties hereto hereby agree as follows:
.1. Grant of Option. Subject to the terms and conditions set forth in
this Agreement, the Company hereby grants to Optionee the option to purchase,
during the period commencing on the date of this Agreement and ending May 10,
2008, at an exercise price equal to $4.00 per share, up to, but not exceeding in
the aggregate, 250,000 shares of Common Stock, $.001 par value ("Common Stock"),
of the Company (such option is hereinafter called the "Option").
.2. Non-Qualified Status. The Option is intended to be a non-qualified
stock option which does not satisfy the requirements of Section 422A of the
Internal Revenue Code of 1986, as amended. The Option is granted outside of and
therefore shall not be subject to the terms and provisions of the Company's 1989
Stock Option Plan, as amended and/or restated.
<PAGE> 2
.3. Vesting of Option. Subject to Paragraph 6, the Option evidenced
hereby may be exercised from time to time as to the following number of shares,
on a cumulative basis (as to options to purchase shares not previously
exercised):
62,500 shares on each of the following dates if, except as
otherwise provided in Paragraph 6, the Optionee is employed by the
Company on such date:
(a) May 11, 1999;
(b) May 11, 2000;
(c) May 11, 2001; and
(d) May 11, 2002.
.4. Exercise of Option. The Option shall be exercised by Optionee's
delivery of written notice to the Company setting forth the number of shares
with respect to which the Option is to be exercised and the address to which the
certificates representing shares of Common Stock issuable upon the exercise of
the Option shall be mailed. In order to be effective, such written notice shall
be accompanied, at the time of its actual receipt by the Company, by payment of
the option price of such shares, which payment shall be made by check in an
amount equal to the option price of such shares. As promptly as practicable
after the receipt by the Company of (a) such written notice from Optionee
setting forth the number of shares with respect to which the Option is to be
exercised and (b) payment of the option price of such shares in the form
required by the foregoing provisions, the Company shall deliver to Optionee
certificates representing the number of shares with respect to which the Option
has been so exercised, such certificates to be registered in the name of
Optionee. Delivery of such certificates shall be considered to have been made
when such certificates shall have been mailed, postage prepaid, to Optionee at
the address specified for such purpose in such written notice from Optionee to
the Company.
.5. Transferability of Option. The Option shall not be transferable by
Optionee except through his last will and testament or under the laws of descent
and distribution, and shall be exercisable, during his lifetime, only by him.
Any assignment or transfer of the Option except through his last will and
testament or under the laws of descent and distribution, whether voluntarily or
involuntarily, by operation of law or otherwise, shall not vest in the assignee
or transferee any interest or rights whatsoever, but immediately upon such
assignment or transfer the Option shall terminate and become of no further
effect.
.6. Termination of Employment or Death of Optionee. The Option granted
to Optionee shall terminate on the earlier of the date of the expiration of the
Option or upon severance of the employment relationship between the Company and
Optionee for any reason, for or without cause, other than the termination of the
Employment Agreement by the Company without Cause (as defined in the
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<PAGE> 3
Employment Agreement) pursuant to Section 5.04 of the Employment Agreement. If
the Company terminates the Employment Agreement without Cause pursuant to
Section 5.04 thereof, notwithstanding the provisions of Paragraph 3 hereinabove,
Optionee shall immediately have the right, at any time prior to its expiration,
to exercise his Option as to any and all of the 250,000 shares for which
Optionee has not previously exercised his Option. If Optionee shall die while in
the employ of the Company and before the date of expiration of his Option, his
Option shall terminate on the earlier of the date of expiration or one year
following the date of death. After the death of Optionee, his executor,
administrator or any person or persons to whom his Option may be transferred by
will or by the laws of descent and distribution, shall have the right, at any
time prior to its termination, to exercise his Option to the extent Optionee
could have exercised it at the time of his death.
.7. No Rights as Stockholder. Optionee shall not have rights as a
stockholder with respect to shares covered by the Option until the date of
issuance of a stock certificate for such shares; and, except as otherwise
provided in Paragraph 8 hereof, no adjustment for dividends or otherwise shall
be made if the record date therefor is prior to the date of issuance of such
certificate.
.8. Changes in the Company's Capital Structure. The existence of the
Option shall not affect in any way the right or power of the Company to make or
authorize any or all adjustments, recapitalization, reorganizations or other
changes in the Company's capital structure or its business, or any merger or
consolidation of the Company, or any issuance of bonds, debentures, preferred or
prior preference stock ahead or affecting the Common Stock or the rights
thereof, or the dissolution or liquidation of the Company, or any sale or
transfer of all or any part of its assets or business, or any other corporate
act or proceeding, whether of a similar character or otherwise.
If the Company shall effect a subdivision or consolidation of shares or
other capital readjustment, the payment of a stock dividend, or other increase
or reduction of the number of shares of Common Stock outstanding, without
receiving compensation therefor in money, services or property, then (a) the
number, class and per share price of shares of stock subject to the Option
hereunder shall be appropriately adjusted in such a manner as to entitle
Optionee to receive upon exercise of the Option, for the same aggregate cash
consideration, the same total number and class of shares as he would have
received had he exercised the Option in full immediately prior to the event
requiring the adjustment; and (b) the number and class of shares then reserved
for issuance under this Agreement shall be adjusted by substituting for the
total number and class of shares of Common Stock then reserved that number and
class of shares of stock that would have been received by the owner of an equal
number of outstanding shares of each class of Common Stock as the result of the
event requiring the adjustment.
-3-
<PAGE> 4
Except as provided herein, if the Company is merged or consolidated
with another corporation or if the Company is liquidated or sells or otherwise
disposes of substantially all its assets while the Option remains unexercised
under this Agreement, (x) subject to the provisions of clause (z) below, after
the effective date of such merger, consolidation, liquidation, sale or other
disposition, as the case may be, Optionee shall be entitled, upon exercise of
the Option, to receive, in lieu of shares of Common Stock, the number and class
or classes of shares of such stock or other securities or property to which
Optionee would have been entitled if, immediately prior to such merger,
consolidation, liquidation, sale or other disposition, Optionee had been the
holder of record of a number of shares of Common Stock equal to the number of
shares as to which the Option shall be so exercised; (y) the limitations set
forth in Paragraph 3 hereof may be waived by the Company, in its sole
discretion, so that the Option, from and after a date prior to the effective
date of such merger, consolidation, liquidation, sale or other disposition, as
the case may be, shall be exercisable in full; and (z) the Option may be
canceled by the Company as of the effective date of any such merger,
consolidation, liquidation, sale or other disposition, provided that (i) notice
of such cancellation shall be given to Optionee and (ii) Optionee shall have the
right to exercise the Option in full (without regard to any limitations set
forth in Paragraph 3 hereof) during a period set by the Company preceding the
effective date of such merger, consolidation, liquidation, sale or other
disposition and, provided further, that in the event the Option may not be
exercised in full under applicable securities laws without registration of the
shares of Common Stock issuable on exercise of the Option, the Company may limit
the exercise of the Option to such number of shares of Common Stock, if any, as
may be issued without such registration, the method of choosing the number of
shares of Common Stock for which the Option may be exercised to be solely within
the discretion of the Company.
Except as hereinbefore expressly provided, the issue by the Company of
shares of stock of any class, or securities convertible into shares of stock of
any class, for cash or property, or for labor or services either upon direct
sale or upon the exercise of rights or warrants to subscribe therefor, or upon
conversion of shares or obligations of the Company convertible into such shares
or other securities, shall not affect, and no adjustment by reason thereof shall
be made with respect to, the number, class or price of shares of Common Stock
then subject to the Option.
.9. Requirements of Law. The Company shall not be required to sell or
issue any shares under the Option if the issuance of such shares shall
constitute or result in a violation by Optionee or the Company of any provision
of any law, statute or regulation of any governmental authority. Specifically,
in connection with any applicable statute or regulation relating to the
registration of securities, upon exercise of the Option, the Company shall not
be required to issue such shares unless the Company has received evidence
satisfactory to it to the effect that Optionee will not transfer such shares
except in accordance with applicable law,
-4-
<PAGE> 5
including receipt of an opinion of counsel satisfactory to the Company to the
effect that any proposed transfer complies with applicable law. The Company may,
but shall in no event be obligated to, register any shares covered hereby
pursuant to applicable securities laws of any county or political subdivision
thereof. In the event the shares issuable on exercise of the Option are not so
registered, the Company may imprint on the certificate evidencing such shares
any legend that counsel for the Company considers necessary or advisable to
comply with applicable law. The Company shall not be obligated to take any other
affirmative action in order to cause the exercise of the Option or the issuance
of shares pursuant to the Option to comply with any law or regulation of any
governmental authority.
.10. Notices. Every notice or other communication relating to this
Agreement shall be in writing, and shall be mailed to or delivered to the party
for whom it is intended at such address as may from time to time be designated
by such party in a notice mailed or delivered to the other party as herein
provided, provided that, unless and until some other address be so designated,
all notices or communications by Optionee to the Company shall be mailed or
delivered to the Company at:
LifeQuest Medical, Inc.
12961 Park Central, Suite 1300
San Antonio, Texas 78216
Attention: Chief Financial Officer
and all notices or communications by the Company to Optionee may be given to
Optionee personally or may be mailed to him at:
Richard A. Woodfield
604 Mountain View Drive
Wayne, Pennsylvania 19087
This Agreement is effective as of the date first written above.
COMPANY
LIFEQUEST MEDICAL, INC.
By:
--------------------------------
Name:
------------------------------
Title:
-----------------------------
OPTIONEE
-5-
<PAGE> 6
--------------------------------
RICHARD A. WOODFIELD
-6-
<PAGE> 1
EXHIBIT 5.1
[FULBRIGHT & JAWORSKI L.L.P. LETTERHEAD]
July 1, 1998
LifeQuest Medical, Inc.
12961 Park Central, Suite 1300
San Antonio, Texas 78216
Gentlemen:
We have acted as counsel for LifeQuest Medical, Inc., a Delaware
corporation (the "Company"), in connection with the authorization of 698,000
shares (the "Shares") of Common Stock, $.001 par value ("Common Stock"), of the
Company, issued or to be issued pursuant to the Non-Qualified Stock Option
Agreements between the Company and each of Andy Ambro, Joe Amick, Brian Boxell,
William H. Bookwalter, Stephen Collins, Patrick Dowd, James Edgekoski, Bob
Fadem, K.C. Fadem, Chip Haddock, Jim Harmount, Dan Holland, Amy Karlstad,
Richard H. Klein, Edward Kraus, Robert Kraus, Mark Lovejoy, Scott McEwen,
Jannine Meszler, Tony Miles, Jim Miller, Steve Nederhoed, Jeff Rencher, Ed
Rogers, Tony Schwindt, Cindy Seltzer, Ken Watson, David Whichard, Jon Whichard
and Richard A. Woodfield (collectively, the "Plans").
In connection therewith, we have examined, among other things, the
Plans, the Certificate of Incorporation and Bylaws of the Company and the
corporate proceedings with respect to the issuance of the Shares and such other
corporate documents as we have deemed appropriate.
Based on the foregoing, and having due regard for such legal
considerations as we have deemed relevant, we are of the opinion that the
Shares to be issued by the Company pursuant to the terms of the Plans have been
duly authorized by all requisite corporate action and, when issued in
accordance with the respective terms thereof, will be validly issued, fully
paid and nonassessable.
We hereby consent to the filing of this opinion as an exhibit to
the Registration Statement and to the use of our names in the Registration
Statement.
The opinions expressed herein are limited exclusively to the
General Corporation Law of the State of Delaware and the federal securities law
of the United States of America.
<PAGE> 2
July 1, 1998
Page 2
The opinions expressed herein are for your sole benefit and may be
relied upon only by you.
Very truly yours,
/s/ Fulbright & Jaworski L.L.P.
<PAGE> 1
EXHIBIT 23.2
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this registration statement of our report dated March 16, 1998
included in LifeQuest Medical, Inc.'s Form 10-KSB for the year ended December
31, 1997 and to all references to our Firm included in this registration
statement.
/s/ ARTHUR ANDERSEN LLP
San Antonio, Texas
July 29, 1998
