As filed with the Securities and Exchange Commission on November 26, 1997
Registration No. 333-
- -------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
Under the Securities Act of 1933
JUNIPER GROUP, INC.
(Exact Name of Registrant as Specified in its Charter)
New York 11-286671
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification Number)
111 Great Neck Road, Suite 604, Great Neck, NY 11021
(Address of principal executive offices) (zip code)
1996 STOCK OPTION PLAN
(Full Title of the Plan)
Vlado Paul Hreljanovic
JUNIPER GROUP, INC.
111 Great Neck Road, Suite 604
New York, New York 10022
(516) 829-4670
(Name, Address and telephone number including area code, of agent for service)
A copy of all communications, including communications sent to the agent for
service, should be sent to:
Jack Becker, Esq.
Snow Becker Krauss P.C.
605 Third Avenue
New York, N.Y. 10158-0125
(212) 687-3860
Approximate date of commencement of proposed sale to the public: Upon filing of
this registration statement
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Proposed Proposed
Title of Maximum Minimum Amount of
Securities to Amount to be Offering Price Aggregate Registration
be Registered Registered Per Share Offering Price Fee
<S> <C> <C> <C> <C>
Stock Options -- -- -- -----(2)
Common Stock,
$.001 par value 2,500,000 shs(3)(5) $.06(4) $150,000 $30.00
Common Stock,
$.001 par value 2,500,000 shs(5)(6) $.11(7) $275,000 $55.00
TOTAL: $425,000 $85.00
-------- ------
- -----------------------------
</TABLE>
(1) Represents options granted or to be granted pursuant to the 1996 Stock
Option Plan (the "Plan") of Juniper Group, Inc. (the "Registrant").
(2) No registration fee is required pursuant to Rule 457(h)(2).
(3) Shares issuable upon exercise of options granted to Geoffrey Eiten in
consideration of services rendered and to be rendered pursuant to a Consulting
Agreement dated July 21, 1997.
4) Calculated solely for the purpose of determining the registration fee
pursuant to Rule 457(h)(i) based upon the per share exercise price.
(5) Pursuant to Rule 416, includes an indeterminable number of shares of Common
Stock which may become issuable pursuant to the anti-dilution provisions of the
Plan and the Options.
(6) Shares issuable upon exercise of options granted under the Plan.
(7) Calculated solely for the purpose of determining the registration fee
pursuant to Rule 457(c) based upon the average of the last bid and asked prices
for the Common Stock quoted on the NASDAQ SmallCap Market on November 13, 1997.
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents By Reference
The following documents filed with the Securities and Exchange Commission
(the "Commission") by the registrant, Juniper Group, Inc., a New York
corporation (the "Company"), pursuant to the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), are incorporated by reference in this registration
statement.
(1) The Company's Annual Report on Form 10-K for the fiscal year ended December
31, 1996;
(2) The Company's Quarterly Report on Form 10-Q ("Forms 10-Q") for the fiscal
quarters ended March 31, 1997, June 30, 1997 and September 30, 1997;
(3) The Company's Current Reports on Form 8-K for October 31, 1997;
(4) The Company's current report on Form 8-K for November 12, 1997; and
(5) The description of the Company's common stock, par value $.001 per share
(the "Common Stock"), contained in the Company's Registration Statement on
Form S-18 (File No. 33-35101-NY) pursuant to Section 12(g) of the Exchange
Act, including any amendment or report filed for the purpose of updating
such information.
All documents subsequently filed by the Company pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-effective
amendment which indicates that all securities offered have been sold or which
deregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference herein and to be a part hereof from the date of filing
of such documents. Any statement contained in a document incorporated or deemed
to be incorporated by reference herein shall be deemed to be modified or
superseded for purposes of this registration statement to the extent that a
statement contained herein or in any other subsequently filed document which
also is incorporated or deemed to be incorporated by reference herein modifies
or supersedes such statement. Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of this
registration statement.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Snow Becker Krauss P.C., counsel to the Company, holds 500,000 shares of
Common Stock, all of which were issued to it in exchange for legal fees and
disbursements. Snow Becker Krauss P.C. is rendering an opinion upon the validity
of the securities being registered hereby. Item 6. Indemnification of Directors
and Officers.
Item 6. Indemnification of Directors and Officers
Under the New York Business Corporation Law (the "NYBCL"), a corporation
may indemnify any person made, or threatened to be made, a party to any action
or proceeding, except for shareholder derivative suits, by reason of the fact
that he or she was a director or officer of the corporation, provided such
director or officer acted in good faith for a purpose which he or she reasonably
believed to be in the best interests of the corporation and, in criminal
proceedings, had no reasonable cause to believe his or her conduct was unlawful.
Indemnification may be provided against judgments, fines, amounts paid in
settlement and reasonable expenses, including attorney's fees actually and
necessarily incurred as a result of such action, proceeding or appeal therefrom.
New York law also provides that expenses incurred in defending a civil or
criminal action may be paid by the corporation in advance of the final
disposition of such proceedings upon receipt of an undertaking by or on behalf
of such director or officer to repay such amount if it is ultimately determined
that such person was not entitled to such indemnification.
In the case of shareholder derivative suits, the corporation may indemnify
any person by reason of the fact that he or she was a director or officer of the
corporation if he or she acted in good faith for a purpose which he or she
reasonably believed to be in the best interest of the corporation, except that
no indemnification may be made in respect of (i) a threatened action, or a
pending action which is settled or otherwise disposed of, or (ii) any claim,
issue or matter as to which such person has been adjudged to be liable to the
corporation, unless and only to the extent that the court in which the action
was brought, or, if no action was brought, any court of competent jurisdiction,
determines upon application that, in view of all the circumstances of the case,
the person is fairly and reasonably entitled to indemnity for such portion of
the settlement amount and expenses as the court deems proper.
11-2
<PAGE>
The indemnification and advancement of the expenses described above under
the NYBCL is not exclusive of other indemnification rights to which a director
or officer may be entitled, whether contained in the certificate of
incorporation or by-laws or when authorized by (i) such certificate of
incorporation or by-laws, (ii) a resolution of shareholders, (iii) a resolution
of directors, or (iv) an agreement providing for such indemnification, provided
that no indemnification may be made to or on behalf of any director or officer
if a judgment or other final adjudication adverse to the director or officer
establishes that his or her acts were committed in bad faith or were the result
of active and deliberate dishonesty and were material to the cause of action so
adjudicated, or that he or she personally gained in fact a financial profit or
other advantage to which he or she was not legally entitled.
Any person who has been successful on the merits or otherwise in the
defense of a civil or criminal action or proceeding will be entitled to
indemnification. Except as provided in the preceding sentence, unless ordered by
a court pursuant to the NYBCL, any indemnification under the NYBCL pursuant to
the above paragraphs may be made only if authorized in the specific case and
after a finding that the director or officer met the requisite standard of
conduct (i) by the disinterested directors if a quorum is available or (ii) in
the event a quorum of disinterested directors is not available, if so directed
by either (A) the board upon the written opinion of independent legal counsel or
(B) by the shareholders.
[Article _______ of the Registrant's By-Laws provides that the Registrant
shall indemnify directors and officers and their heirs, executors and
administrators to the full extent permitted by Sections 722 and 723 of the
NYBCL. The Registrant, by appropriate action of its Board of Directors, may
indemnify directors and officers and their heirs, executors and administrators
to the full extent permitted by subsections (b) and (c) of Section 724 of the
NYBCL.]
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.
Item 7. Exemption From Registration Claimed.
Not Applicable.
Item 8. Exhibits.
Exhibit
No. Description of Exhibit
4.1 1996 Stock Option Plan (the "Plan").
4.2 Form of Stock Option Agreement under the Plan between the Registrant and
the holders of non-qualified stock options.
4.3 Form of Stock Option Agreement under the Plan between the Registrant and
the holders of incentive stock options.
4.4 Consulting Agreement between the Registrant and Geoffrey Eiten dated July
21, 1997.
5.1 Opinion of Snow Becker Krauss P.C.
23.1 Consent of Snow Becker Krauss P.C. (included in Exhibit 5.1 hereto).
23.2 Consent of Goldstein & Ganz, P.C., Certified Public Accountants.
24.1 Powers of Attorney (included on the signature page of this Registration
Statement).
11-3
<PAGE>
Item 9. Required Undertakings.
The undersigned Registrant hereby undertakes:
(a)(l) To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3) of the Securities
Act of 1933;
(ii) To reflect in the prospectus any facts or events arising after the
effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represents a fundamental change in the information set forth in the
registration statement;
(iii)To include any material information with respect to the plan of
distribution not previously disclosed in the registration statement or any
material change to such information in the registration statement;
(2) That, for the purpose of determining any liability under the Securities Act
of 1933, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof; and
(3) To remove from registration by means of a post-effective amendment any of
the securities being registered which remain unsold at the termination of
the offering.
(b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of
the Registrant's annual report pursuant to Section 13(a) or Section 15(d)
of the Securities Exchange Act of 1934 (and, where applicable, each filing
of an employee benefit plan's annual report pursuant to Section 15(d) of
the Securities Exchange Act of 1934) that is incorporated by reference in
the registration statement shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of
such securities at that time shall be deemed to be the initial bona fide
offering thereof.
(c) Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers or controlling persons of
the Registrant pursuant to any arrangement, provision 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 of 1933 and is, therefore, unenforceable.
In the event that 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 of 1933 and will
be governed by the final adjudication of such issue.
11-4
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all 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 New York, State of New York, on November __, 1997.
JUNIPER GROUP, INC.
By: /s/ Vlado P. Hreljanovic
------------------------
Vlado P. Hreljanovic
Chief Executive Officer
POWER OF ATTORNEY
Each person whose signature appears below hereby constitutes and appoints
Vlado P. Hreljanovic, his true and lawful attorney-in-fact and agent, with power
of substitution and resubstitution, 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, with exhibits
thereto and other documents in connection therewith, with the Securities and
Exchange Commission, hereby ratifying all that said attorney-in-fact and agent
or his substitute or substitutes, or any of them, may lawfully do or cause to be
done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated on November __, 1997.
Signature Title
/s/Vlado P. Hreljanovic
- -----------------------
Vlado P. Hreljanovic President, Chief Executive Officer and
Chairman of the Board of Directors
(principal executive officer)
/s/ Peter W. Feldman
- --------------------
Peter W. Feldman Director
/s/ Harold A. Horowitz
- ----------------------
Harold A. Horowitz, Esq. Director
11-5
<PAGE>
EXHIBIT INDEX
Exhibit No. Description of Exhibit
4.1 1996 Stock Option Plan (the "Plan").
4.2 Form of Stock Option Agreement under the Plan between the Registrant and
the holders of non-qualified stock options.
4.3 Form of Stock Option Agreement under the Plan between the Registrant and
the holders of incentive stock options.
4.4 Consulting Agreement between the Registrant and Geoffrey Eiten dated July
21, 1997.
5.1 Opinion of Snow Becker Krauss P.C.
23.1 Consent of Snow Becker Krauss P.C. (included in Exhibit 5.1 hereto).
23.2 Consent of Goldstein & Ganz, P.C., Certified Public Accountants.
24.1 Powers of Attorney (included on the signature page of this Registration
Statement).
II-6
<PAGE>
EXHIBIT 4.1
-----------
JUNIPER GROUP, INC.
1996 STOCK OPTION PLAN
1. Purposes.
The JUNIPER GROUP, INC. 1996 STOCK OPTION PLAN (the "Plan") is intended to
provide the employees, directors, independent contractors and consultants of
Juniper Features Ltd. (the "Company") and/or any subsidiary or parent thereof
with an added incentive to commence and/or continue their services to the
Company and to induce them to exert their maximum efforts toward the Company's
success. By thus encouraging employees, directors, independent contractors and
consultants and promoting their continued association with the Company, the Plan
may be expected to benefit the Company and its stockholders. The Plan allows the
Company to grant Incentive Stock Options ("ISOs") (as defined in Section 422(b)
of the Internal Revenue Code of 1986, as amended (the "Code"), Non-Qualified
Stock Options ("NQSOs") not intended to qualify under Section 422(b) of the Code
and Stock Appreciation Rights ("SARs") (collectively the "Options"). The vesting
of one or more Options granted hereunder may be based on the attainment of
specified performance goals of the participant or the performance of the
Company, one or more subsidiaries, parent and/or division of one or more of the
above.
2. Shares Subject to the Plan.
The total number of shares of Common Stock of the Company, $.001 par value
per share, that may be subject to Options granted under the Plan shall be five
million (5,000,000) in the aggregate, subject to adjustment as provided in
Paragraph 8 of the Plan; however, the grant of an ISO to an employee together
with a tandem SAR or any NQSO to an employee together with a tandem SAR shall
only require one share of Common Stock available subject to the Plan to satisfy
such joint Option. The Company shall at all times while the Plan is in force
reserve such number of shares of Common Stock as will be sufficient to satisfy
the requirement of outstanding Options granted under the Plan. In the event any
Option granted under the Plan shall expire or terminate for any reason without
having been exercised in full or shall cease for any reason to be exercisable in
whole or in part, the unpurchased shares subject thereto shall again be
available for granting of Options under the Plan.
3. Eligibility.
ISO's or ISO's in tandem with SAR's (provided the SAR meets the
requirements set forth in Temp. Reg. Section 14a.422A-1, A-39 (a) through (e)
inclusive) may be granted from time to time under the Plan to one or more
employees of the Company or of a "subsidiary" or "parent" of the Company, as the
quoted terms are defined within Section 424 of the Code. An Officer is an
employee for the above purposes. However, a director of the Company who is not
otherwise an employee is not deemed an employee for such purposes. NQSOs and
SARs may be granted from time to time under the Plan to one or more employees of
the Company, Officers, members of the Board of Directors, independent
contractors, consultants and other individuals who are not employees of, but are
involved in the continuing development and success of the Company and/or of a
subsidiary of the Company, including persons who have previously been granted
Options under the Plan.
4. Administration of the Plan.
(a) The Plan shall be administered by the Board of Directors of the Company
as such Board of Directors may be composed from time to time and/or by a Stock
Option Committee (the "Committee") which shall be comprised of solely of at
least two Non-Employee Directors (as such term is defined in Rule 16b-3 of the
Securities Exchange Act of 1934 (the "1934 Act)) appointed by such Board of
Directors of the Company. As and to the extent authorized by the Board of
Directors of the Company, the Committee may exercise the power and authority
vested in the Board of Directors under the Plan. Within the limits of the
express provisions of the Plan, the Board of Directors or Committee shall have
the authority, in its discretion, to determine the individuals to whom, and the
time or times at which, Options shall be granted, the character of such Options
(whether ISOs, NQSOs, and/or SARs in tandem with NQSOs, and/or SARs in tandem
with ISOs) and the number of shares of Common Stock to be subject to each
Option, the manner and form in which the optionee can tender payment upon the
exercise of his Option, and to interpret the Plan, to prescribe, amend and
rescind rules and regulations relating to the Plan, to determine the terms and
provisions of Option agreements that may be entered into in connection with
Options (which need not be identical), subject to the limitation that agreements
granting ISOs must be consistent with the requirements for the ISOs being
qualified as "incentive stock options" as provided in Section 422 of the Code,
<PAGE>
and to make all other determinations and take all other actions necessary or
advisable for the administration of the Plan. In making such determinations, the
Board of Directors and/or the Committee may take into account the nature of the
services rendered by such individuals, their present and potential contributions
to the Company's success, and such other factors as the Board of Directors
and/or the Committee, in its discretion, shall deem relevant. The Board of
Directors' and/or the Committee's determinations on the matters referred to in
this Paragraph shall be conclusive.
(b) Notwithstanding anything contained herein to the contrary, at anytime
during the period the Company's Common Stock is registered pursuant to Section
12(g) of the 1934 Act, the Committee, if one has been appointed to administer
all or part of the Plan, shall have the exclusive right to grant Options to
persons subject to Section 16 of the 1934 Act and set forth the terms and
conditions thereof. With respect to persons subject to Section 16 of the 1934
Act, transactions under the Plan are intended, to the extent possible, comply
with all applicable conditions of Rule 16b-3, as amended from time to time, (and
its successor provisions, if any) under the 1934 Act and Section 162(m)(4)(C) of
the Internal Revenue Code of 1986, as amended. To the extent any provision of
the Plan or action by the Board of Directors or Committee fails to so comply, it
shall be deemed null and void, to the extent permitted by law and deemed
advisable by the Board of Directors and/or such Committee.
5. Terms of Options.
Within the limits of the express provisions of the Plan, the Board of
Directors or the Committee may grant either ISOs or NQSOs or SARs in tandem with
NQSOs or SARs in tandem with ISOs. An ISO or an NQSO enables the optionee to
purchase from the Company, at any time during a specified exercise period, a
specified number of shares of Common Stock at a specified price (the "Option
Price"). The optionee, if granted a SAR in tandem with a NQSO or ISO, may
receive from the Company, in lieu of exercising his option to purchase shares
pursuant to his NQSO or ISO, at one of the certain specified times during the
exercise period of the NQSO or ISO as set by the Board of Directors or the
Committee, the excess of the fair market value upon such exercise (as determined
in accordance with subparagraph (b) of this Paragraph 5) of one share of Common
Stock over the Option Price per share specified upon grant of the NQSO or
ISO/SAR multiplied by the number of shares of Common Stock covered by the SAR so
exercised. The character and terms of each Option granted under the Plan shall
be determined by the Board of Directors and/or the Committee consistent with the
provisions of the Plan, including the following:
(a) An Option granted under the Plan must be granted within 10 years from
the date the Plan is adopted, or the date the Plan is approved by the
stockholders of the Company, whichever is earlier.
(b) The Option Price of the shares of Common Stock subject to each ISO and
each SAR issued in tandem with an ISO shall not be less than the fair market
value of such shares of Common Stock at the time such ISO is granted. Such fair
market value shall be determined by the Board of Directors and, if the shares of
Common Stock are listed on a national securities exchange or traded on the
over-the-counter market, the fair market value shall be the closing price on
such exchange, or the mean of the closing bid and asked prices of the shares of
Common Stock on the over-the-counter market, as reported by the Nasdaq Stock
Market, the National Association of Securities Dealers OTC Bulletin Board or the
National Quotation Bureau, Inc., as the case may be, on the day on which the
Option is granted or, if there is no closing price or bid or asked price on that
day, the closing price or mean of the closing bid and asked prices on the most
recent day preceding the day on which the Option is granted for which such
prices are available. If an ISO or SAR in tandem with an ISO is granted to any
individual who, immediately before the ISO is to be granted, owns (directly or
through attribution) more than 10% of the total combined voting power of all
classes of capital stock of the Company or a subsidiary or parent of the
Company, the Option Price of the shares of Common Stock subject to such ISO
shall not be less than 110% of the fair market value per share of the shares of
Common Stock at the time such ISO is granted.
(c) The Option Price of the shares of Common Stock subject to an NQSO or an
SAR in tandem with a NQSO granted pursuant to the Plan shall be determined by
the Board of Directors or the Committee, in its sole discretion, but in no event
less than 85% of the fair market value per share of the shares of Common Stock
at the time of grant.
(d) In no event shall any Option granted under the Plan have an expiration
date later than 10 years from the date of its grant, and all Options granted
under the Plan shall be subject to earlier termination as expressly provided in
Paragraph 6 hereof. If an ISO or an SAR in tandem with an ISO is granted to any
individual who, immediately before the ISO is granted, owns (directly or through
attribution) more that 10% of the total combined voting power of all classes of
capital stock of the Company or of a subsidiary or parent of the Company, such
ISO shall by its terms expire and shall not be exercisable after the expiration
of five (5) years from the date of its grant.
2
<PAGE>
(e) An SAR may be exercised at any time during the exercise period of the
ISO or NQSO with which it is granted in tandem and prior to the exercise of such
ISO or NQSO. Notwithstanding the foregoing, the Board of Directors and/or the
Committee shall in their discretion determine from time to time the terms and
conditions of SAR's to be granted, which terms may vary from the afore-described
conditions, and which terms shall be set forth in a written stock option
agreement evidencing the SAR granted in tandem with the ISO or NQSO. The
exercise of an SAR granted in tandem with an ISO or NQSO shall be deemed to
cancel such number of shares subject to the unexercised Option as were subject
to the exercised SAR. The Board of Directors or the Committee has the discretion
to alter the terms of the SARS if necessary to comply with Federal or state
securities law. Amounts to be paid by the Company in connection with an SAR may,
in the Board of Director's or the Committee's discretion, be made in cash,
Common Stock or a combination thereof.
(f) An Option granted under the Plan shall become exercisable, in whole at
any time or in part from time to time, but in no event may an Option (i) be
exercised as to less than one hundred (100) shares of Common Stock at any one
time, or the remaining shares of Common Stock covered by the Option if less than
one hundred (100), and (ii) except with respect to performance based Options,
become fully exercisable more than five years from the date of its grant nor
shall less than 20% of the Option become exercisable in any of the first five
years of the Option, if not terminated as provided in Section 6 hereof. The
Board of Directors or the Committee, if applicable, shall, in the event it so
elects in its sole discretion, set one or more performance standards with
respect to one or more Options upon which vesting is conditioned (which
performance standards may vary among the Options).
(g) An Option granted under the Plan shall be exercised by the delivery by
the holder thereof to the Company at its principal office (to the attention of
the Secretary) of written notice of the number of full shares of Common Stock
with respect to which the Option is being exercised, accompanied by payment in
full, which payment at the option of the optionee shall be in the form of (i)
cash or certified or bank check payable to the order of the Company, of the
Option Price of such shares of Common Stock, or, (ii) if permitted by the
Committee or the Board of Directors, as determined by the Committee or the Board
of Directors in its sole discretion at the time of the grant of the Option with
respect to an ISO and at or prior to the time of exercise with respect to a
NQSO, by the delivery of shares of Common Stock having a fair market value equal
to the Option Price or the delivery of an interest-bearing promissory note
having an original principal balance equal to the Option Price and an interest
rate not below the rate which would result in imputed interest under the Code
(provided, in order to qualify as an ISO, more than one year shall have passed
since the date of grant and one year from the date of exercise), or (iii) at the
option of the Committee or the Board of Directors, determined by the Committee
or the Board of Directors in its sole discretion at the time of the grant of the
Option with respect to an ISO and at or prior to the time of exercise with
respect to a NQSO, by a combination of cash, promissory note and/or such shares
of Common Stock (subject to the restriction above) held by the employee that
have a fair market value together with such cash and principal amount of any
promissory note that shall equal the Option Price, and, in the case of a NQSO,
at the discretion of the Committee or Board of Directors by having the Company
withhold from the shares of Common Stock to be issued upon exercise of the
Option that number of shares having a fair market value equal to the exercise
price and/or the tax withholding amount due, or otherwise provide for
withholding as set forth in Paragraph 9(c) hereof, or in the event an employee
is granted an ISO or NQSO in tandem with an SAR and desires to exercise such
SAR, such written notice shall so state such intention. To the extent allowed by
applicable Federal and state securities laws, the Option Price may also be paid
in full by a broker-dealer to whom the optionee has submitted an exercise notice
consisting of a fully endorsed Option, or through any other medium of payment as
the Board of Directors and/or the Committee, in its discretion, shall authorize.
3
<PAGE>
(h) The holder of an Option shall have none of the rights of a stockholder
with respect to the shares of Common Stock covered by such holder's Option until
such shares of Common Stock shall be issued to such holder upon the exercise of
the Option.
(i) All ISOs or SARs in tandem with ISOs granted under the Plan shall not
be transferable otherwise than by will or the laws of descent and distribution
and may be exercised during the lifetime of the holder thereof only by the
holder. The Board or the Committee, in its sole discretion, shall determine
whether an Option other than an ISO or SAR in tandem with an ISO shall be
transferable. No Option granted under the Plan shall be subject to execution,
attachment or other process.
(j) The aggregate fair market value, determined as of the time any ISO or
SAR in tandem with an ISO is granted and in the manner provided for by
Subparagraph (b) of this Paragraph 5, of the shares of Common Stock with respect
to which ISOs granted under the Plan are exercisable for the first time during
any calendar year and under incentive stock options qualifying as such in
accordance with Section 422 of the Code granted under any other incentive stock
option plan maintained by the Company or its parent or subsidiary corporations,
shall not exceed $100,000. Any grant of Options in excess of such amount shall
be deemed a grant of a NQSO.
(k) Notwithstanding anything contained herein to the contrary, an SAR which
was granted in tandem with an ISO shall (i) expire no later than the expiration
of the underlying ISO; (ii) be for no more than 100% of the spread at the time
the SAR is exercised; (iii) shall only be transferable when the underlying ISO
is transferable; (iv) only be exercised when the underlying ISO is eligible to
be exercised; and (v) only be exercisable when there is a positive spread.
(l) In no event shall an employee be granted Options for more than 800,000
shares of Common Stock during any calendar year period; provided, however, that
the limitation set forth in this Section 5(l) shall be subject to adjustment as
provided in Section 8 herein.
6. Death or Termination of Employment/Consulting Relationship.
(a) Except as provided herein, or otherwise determined by the Board of
Directors or the Committee in its sole discretion, upon termination of
employment with the Company for any reason or termination of a consulting
relationship with the Company prior to the termination of the term thereof, a
holder of an Option under the Plan may exercise such Options to the extent such
Options were exercisable as of the date of termination at any time within three
(3) months after the date of such termination, subject to the provisions of
Subparagraph (d) of this Paragraph 6. Notwithstanding anything contained herein
to the contrary, unless otherwise determined by the Board of Directors or the
Committee in its sole discretion, any options granted hereunder to an optionee
and then outstanding shall immediately terminate in the event the optionee is
terminated as a result of performing services for the Company in bad faith or
has been convicted of a felony committed against the Company, and the other
provisions of this Section 6 shall not be applicable thereto.
(b) If the holder of an Option granted under the Plan dies (i) while
employed by the Company or a subsidiary or parent corporation or while providing
consulting services to the Company or a subsidiary or parent corporation or (ii)
within three (3) months after the termination of such holder's
employment/consulting, such Options may, subject to the provisions of
subparagraph (d) of this Paragraph 6, be exercised by a legatee or legatees of
such Option under such individual's last will or by such individual's personal
representatives or distributees at any time within such time as determined by
the Board of Directors or the Committee in its sole discretion, but in no event
less than six months after the individual's death, to the extent such Options
were exercisable as of the date of death or date of termination of employment,
whichever date is earlier.
(c) If the holder of an Option under the Plan becomes disabled within the
definition of section 22(e)(3) of the Code while employed by the Company or a
subsidiary or parent corporation, such Option may, subject to the provisions of
subparagraph (d) of this Paragraph 6, be exercised at any time within six months
less one day after such holder's termination of employment due to the
disability.
(d) Except as otherwise determined by the Board of Directors or the
Committee in its sole discretion, an Option may not be exercised pursuant to
this Paragraph 6 except to the extent that the holder was entitled to exercise
the Option at the time of termination of employment, consulting relationship or
death, and in any event may not be exercised after the original expiration date
of the Option. Notwithstanding anything contained herein which may be to the
contrary, such termination or death prior to vesting shall, unless otherwise
determined by the Board of Directors or Committee, in its sole discretion, be
deemed to occur at a time the holder was not entitled to exercise the Option.
4
<PAGE>
(e) The Board of Directors or the Committee, in its sole discretion, may at
such time or times as it deems appropriate, if ever, accelerate all or part of
the vesting provisions with respect to one or more outstanding options. The
acceleration of one Option shall not infer that any Option is or to be
accelerated. 7. Leave of Absence.
For the purposes of the Plan, an individual who is on military or sick
leave or other bona fide leave of absence (such as temporary employment by the
Government) shall be considered as remaining in the employ of the Company or of
a subsidiary or parent corporation for ninety (90) days or such longer period as
such individual's right to reemployment is guaranteed either by statute or by
contract.
8. Adjustment Upon Changes in Capitalization.
(a) In the event that the outstanding shares of Common Stock are hereafter
changed by reason of recapitalization, reclassification, stock split-up,
combination or exchange of shares of Common Stock or the like, or by the
issuance of dividends payable in shares of Common Stock, an appropriate
adjustment shall be made by the Board of Directors, as determined by the Board
of Directors and/or the Committee, in the aggregate number of shares of Common
Stock available under the Plan, in the number of shares of Common Stock issuable
upon exercise of outstanding Options, and the Option Price per share. In the
event of any consolidation or merger of the Company with or into another
company, or the conveyance of all or substantially all of the assets of the
Company to another company for solely stock and/or securities, each then
outstanding Option shall upon exercise thereafter entitle the holder thereof to
such number of shares of Common Stock or other securities or property to which a
holder of shares of Common Stock of the Company would have been entitled to upon
such consolidation, merger or conveyance; and in any such case appropriate
adjustment, as determined by the Board of Directors of the Company (or successor
entity) shall be made as set forth above with respect to any future changes in
the capitalization of the Company or its successor entity. In the event of the
proposed dissolution or liquidation of the Company, or, except as provided in
(b) below, the sale of substantially all the assets of the Company for other
than stock and/or securities, all outstanding Options under the Plan will
automatically terminate, unless otherwise provided by the Board of Directors of
the Company or any authorized committee thereof.
(b) Any Option granted under the Plan, may, at the discretion of the Board
of Directors of the Company and said other corporation, be exchanged for options
to purchase shares of capital stock of another corporation which the Company,
and/or a subsidiary thereof is merged into, consolidated with, or all or a
substantial portion of the property or stock of which is acquired by said other
corporation or separated or reorganized into. The terms, provisions and benefits
to the optionee of such substitute option(s) shall in all respects be identical
to the terms, provisions and benefits of optionee under his Option(s) prior to
said substitution. To the extent the above may be inconsistent with Sections
424(a)(1) and (2) of the Code, the above shall be deemed interpreted so as to
comply therewith.
(c) Any adjustment in the number of shares of Common Stock shall apply
proportionately to only the unexercised portion of the Options granted
hereunder. If fractions of shares of Common Stock would result from any such
adjustment, the adjustment shall be revised to the next higher whole number of
shares of Common Stock.
9. Further Conditions of Exercise.
(a) Unless the shares of Common Stock issuable upon the exercise of an
Option have been registered with the Securities and Exchange Commission pursuant
to the Securities Act of 1933, as amended, prior to the exercise of the Option,
an optionee must represent in writing to the Company that such shares of Common
Stock are being acquired for investment purposes only and not with a view
towards the further resale or distribution thereof, and must supply to the
Company such other documentation as may be required by the Company, unless in
the opinion of counsel to the Company such representation, agreement or
documentation is not necessary to comply with said Act.
(b) The Company shall not be obligated to deliver any shares of Common
Stock until they have been listed on each securities exchange on which the
shares of Common Stock may then be listed or until there has been qualification
under or compliance with such state or federal laws, rules or regulations as the
Company may deem applicable.
5
<PAGE>
(c) The Board of Directors or Committee may make such provisions and take
such steps as it may deem necessary or appropriate for the withholding of any
taxes that the Company is required by any law or regulation of any governmental
authority, whether federal, state or local, domestic or foreign, to withhold in
connection with the exercise of any Option, including, but not limited to, (i)
the withholding of payment of all or any portion of such Option and/or SAR until
the holder reimburses the Company for the amount the Company is required to
withhold with respect to such taxes, or (ii) the cancelling of any number of
shares of Common Stock issuable upon exercise of such Option and/or SAR in an
amount sufficient to reimburse the Company for the amount it is required to so
withhold, (iii) the selling of any property contingently credited by the Company
for the purpose of exercising such Option, in order to withhold or reimburse the
Company for the amount it is required to so withhold, or (iv) withholding the
amount due from such employee's wages if the employee is employed by the Company
or any subsidiary thereof.
10. Termination, Modification and Amendment.
(a) The Plan (but not Options previously granted under the Plan) shall
terminate ten (10) years from the earliest of the date of its adoption by the
Board of Directors, or the date the Plan is approved by the stockholders of the
Company, or such date of termination, as hereinafter provided, and no Option
shall be granted after termination of the Plan.
(b) The Plan may from time to time be terminated, modified or amended by
the affirmative vote of the holders of a majority of the outstanding shares of
capital stock of the Company entitled to vote thereon.
(c) The Board of Directors of the Company may at any time, prior to ten
(10) years from the earlier of the date of the adoption of the Plan by such
Board of Directors or the date the Plan is approved by the stockholders,
terminate the Plan or from time to time make such modifications or amendments of
the Plan as it may deem advisable; provided, however, that the Board of
Directors shall not, without approval by the affirmative vote of the holders of
a majority of the outstanding shares of capital stock of the Company entitled to
vote thereon, increase (except as provided by Paragraph 8) the maximum number of
shares of Common Stock as to which Options or shares may be granted under the
Plan, or materially change the standards of eligibility under the Plan. Any
amendment to the Plan which, in the opinion of counsel to the Company, will be
deemed to result in the adoption of a new Plan, will not be effective until
approved by the affirmative vote of the holders of a majority of the outstanding
shares of capital stock of the Company entitled to vote thereon.
(d) No termination, modification or amendment of the Plan may adversely
affect the rights under any outstanding Option without the consent of the
individual to whom such Option shall have been previously granted.
11. Effective Date of the Plan.
The Plan shall become effective upon adoption by the Board of Directors of
the Company. The Plan shall be subject to approval by the affirmative vote of
the holders of a majority of the outstanding shares of capital stock of the
Company entitled to vote thereon within one year before or after adoption of the
Plan by the Board of Directors.
12. Not a Contract of Employment.
Nothing contained in the Plan or in any option agreement executed pursuant
hereto shall be deemed to confer upon any individual to whom an Option is or may
be granted hereunder any right to remain in the employ of the Company or of a
subsidiary or parent of the Company or in any way limit the right of the
Company, or of any parent or subsidiary thereof, to terminate the employment of
any employee.
13. Other Compensation Plans.
The adoption of the Plan shall not affect any other stock option plan,
incentive plan or any other compensation plan in effect for the Company, nor
shall the Plan preclude the Company from establishing any other form of stock
option plan, incentive plan or any other compensation plan.
6
<PAGE>
EXHIBIT 4.2
-----------
NON-QUALIFIED STOCK OPTION AGREEMENT
AGREEMENT made as of the ___ day of_______, 1997, by and between Juniper
Group, Inc. Inc., a New York corporation, having its principal executive offices
at 111 Great Neck Road, Suite 604, Great Neck, NY 11021 (the "Grantor"), and
____________________________, with an address at ("Optionee").
1. Option.
The Grantor hereby grants to Optionee a non-qualified stock option (not
intended to qualify as an incentive stock option plan under Section 422 of the
Internal Revenue Code of 1986, as amended) to purchase up to an aggregate
of______________ (__________) fully paid and non-assessable shares of Common
Stock of the Grantor (the "Shares"), subject to the terms and conditions set
forth below.
2. Purchase Price.
The Grantor shall pay all original issue or transfer taxes on the exercise
of this option and all other fees and expenses necessarily incurred by Grantor
in connection therewith. The purchase price per Share is as more particularly
set forth in Paragraph 3 below.
3. Exercise of Option.
(a) The option granted hereby may be exercised as follows:
(i) ________of said options shall become exercisable on ________
at a purchase price of $____ per Share and be exercisable
until___________.
(ii) ________of said options shall become exercisable on ________
at a purchase price of $____ per Share and be exercisable
until___________.
(iii)________of said options shall become exercisable on
________ at a purchase price of $____ per Share and be
exercisable until___________.
(b) Optionee shall notify the Grantor in writing in person, by overnight
courier or registered or certified mail, return receipt requested, addressed to
its principal office, as to the number of Shares which Optionee desires to
purchase hereunder, which notice shall be accompanied by payment (by cash,
certified check, or wire transfer of the option price therefor, as specified in
Paragraph 3(a)above. As soon as practicable thereafter, Grantor shall, at its
principal office, tender to Optionee certificates issued in Optionee's name
evidencing the Shares purchased by Optionee.
4. Termination..
If Optionee dies prior to ___________, all vested options may be exercised
by a legatee or legatees of such option under Optionee's last will or by
Optionee's personal representatives or distributees at any time within 90 days
after Optionee's death.
5. Divisibility and Non-Assignability of the Options.
(a) Optionee may exercise the options herein granted from time to time
during the periods of their respective effectiveness with respect to any whole
number of Shares included therein, but in no event may an option be exercised as
to less than _________ (_________) Shares at any one time, except for the
remaining Shares covered by the option if less than __________ (_______).
(b) Optionee may not give, grant, sell, exchange, transfer legal title,
pledge, assign or otherwise encumber or dispose of the options herein granted or
any interest therein, otherwise than by will or the laws of descent and
distribution, and these options, or any of them, shall be exercisable during
Optionee's lifetime only by Optionee.
<PAGE>
6. Stock as Investment.
By accepting these options, Optionee agrees for Optionee, Optionee's heirs
and legatees that any and all Shares purchased hereunder shall be acquired for
investment and not for sale or distribution, and upon the issuance of any or all
of the Shares Optionee, or Optionee's heirs or legatees receiving the Shares,
shall deliver to Grantor a representation in writing, that the Shares are being
acquired in good faith for investment and not for sale or distribution. Grantor
may place a "stop transfer" order with respect to the Shares with its transfer
agent and place an appropriate restrictive legend on the stock certificate(s)
evidencing the Shares.
7. Restriction on Issuance of Shares.
Grantor shall not be required to issue or deliver any certificate for
Shares purchased upon the exercise of any option unless (a) the issuance of such
shares has been registered with the Securities and Exchange Commission under the
Securities Act of 1933, as amended, or counsel to Grantor shall have given an
opinion that such registration is not required; (b) approval, to the extent
required, shall have been obtained from any state regulatory body having
jurisdiction thereof; and (c) permission for the listing of such shares, if
required, shall have been given by NASDAQ and any national securities exchange
on which the Common Stock of Grantor is at the time of issuance listed.
8. Adjustments; Merger or Consolidation
(a) In the event of changes in the outstanding Common Stock of Grantor by
reason of stock dividends, stock splits, recapitalizations, mergers,
consolidations, combinations, or exchanges of shares, separations,
reorganizations, or liquidations, the number and class of shares as to which the
options may be exercised shall be correspondingly adjusted by Grantor. No
adjustment shall be made with respect to stock dividends or splits which do not
exceed 10% in any fiscal year, cash dividends or the issuance to stockholders of
Grantor of rights to subscribe for additional shares of Common Stock or other
securities.
(b) Any adjustment in the number of Shares shall apply proportionately to
only the unexercised portion of an option granted hereunder. If fractions of a
share would result from any such adjustment, the adjustment shall be revised to
the next higher whole number of Shares so long as such increase does not result
in the holder of the option being deemed to own more than 5% of the total
combined voting power or value of all classes of stock of Grantor or its
subsidiaries.
9. No Rights in Option Stock.
Optionee shall have no rights as a shareholder in respect of Shares as to
which the options granted hereunder shall not have been exercised and payment
made as herein provided.
10. Binding Effect.
Except as herein otherwise expressly provided, this Agreement shall be
binding upon and inure to the benefit of the parties hereto, their successors,
legal representatives and assigns.
11. Notice.
All notices, requests, consents and demands by the parties hereunder shall
be delivered by hand, by recognized national overnight courier or by deposit in
the United States mail, postage prepaid, by registered or certified mail, return
receipt requested, addressed to the party to be notified at the addresses set
forth above.
12. Miscellaneous.
This Agreement shall be construed under the laws of the State of New York
applied to agreements made and to be performed entirely within such State.
Headings have been included herein for convenience of reference only and shall
not be deemed a part of this Agreement.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the day
and year first above written.
JUNIPER GROUP, INC.
By:
------------------------
ACCEPTED AND AGREED TO:
________________________
2
<PAGE>
EXERCISE OF OPTION
TO
PURCHASE SHARES
TO: Juniper Group, Inc...
The undersigned hereby exercises the within Option for the purchase of
shares according to the terms and conditions thereof and herewith makes payment
of the exercise price in full in accordance with the terms of the Non-Qualified
Stock Option Agreement, dated as of ______________, 1997, between Juniper Group,
Inc. and the undersigned. The undersigned is purchasing such shares for
investment purposes only and not with a view to the sale or distribution
thereof, unless such distribution is registered under the Securities Act of
1933, as amended. Kindly issue the certificate for such shares in accordance
with the instructions given below.
Signature:__________________________
Social Security or Taxpayer I.D. Number:
Instructions for issuance of stock:
Street City State Zip Code
<PAGE>
EXHIBIT 4.3
-----------
INCENTIVE STOCK OPTION AGREEMENT
AGREEMENT made as of the ___ day of November, 1997 by and between Juniper
Group, Inc., a New York corporation, having its principal executive offices at
111 Great Neck Road, Suite 604, Great Neck, NY 11021 (the "Grantor"), and
____________________________, with an address at ("Optionee").
W I T N E S S E T H:
WHEREAS, Optionee is presently employed by Grantor or a subsidiary of
Grantor (collectively "Grantor"); and
WHEREAS, Grantor is desirous of increasing the incentive of Optionee to
exert Optionee's utmost efforts to improve the business of Grantor.
NOW, THEREFORE, in consideration of Optionee's continued service to
Grantor, and for other good and valuable consideration, Grantor hereby grants to
Optionee options to purchase common stock of Grantor, $.001 par value ("Common
Stock"), on the following terms and conditions:
1. Option.
Pursuant to its 1996 Stock Option Plan, as amended (the "Plan"), Grantor
hereby grants to Optionee an Incentive Stock Option, as such term is defined in
Section 422(b) of the Internal Revenue Code of 1986, as amended (the "Code"), to
purchase, at any time prior to 5:00 New York time on _____________, up to an
aggregate of ___________ fully paid and non-assessable shares of Common Stock
(the "Shares"), subject to the terms and conditions set forth below.
2. Purchase Price.
The purchase price shall be $_____ per share. Grantor shall pay all
original issue or transfer taxes on the exercise of this option and all other
fees and expenses necessarily incurred by Grantor in connection therewith.
3. Exercise of Option.
(a) The option granted hereby shall vest as follows:________ Shares shall
vest on the date hereof, an additional__________ Shares shall vest on_________,
an additional_______ Shares shall vest on________, an additional________ shares
on_____________, an additional _________shares on_______________ and an
additional________ shares on__________ .
(b) As to any vested options Optionee shall notify Grantor in writing in
person, by overnight courier or registered or certified mail, return receipt
requested, addressed to its principal office, as to the number of Shares which
Optionee desires to purchase hereunder, which notice shall be accompanied by
payment (by cash, certified check or shares of Common Stock then owned by
Optionee valued at the closing sale price on the day preceding such tender
("Market Price") or options valued at the difference between Market Price and
exercise price of the options tendered) of the option price therefor, as
specified in Paragraph 2 above. As soon as practicable thereafter, Grantor
shall, at its principal office, tender to Optionee certificates issued in
Optionee's name evidencing the Shares purchased by Optionee.
(c) If the aggregate fair market value of all the stock with respect to
which Incentive Stock Options are exercisable for the first time by Optionee
during any calendar year under the Plan and all other Incentive Stock Option
plans of Grantor or its affiliates exceeds $100,000.00, the grant of the
Incentive Stock Option hereunder shall not, to the extent of such excess, be
deemed a grant of an Incentive Stock Option but will instead be deemed the grant
of a Non-Qualified Stock Option under the Plan.
4. Option Conditioned On Continued Employment.
(a) If the employment of Optionee shall be terminated for cause by Grantor,
or if Optionee leaves such employment voluntarily, the options granted to
Optionee hereunder shall expire immediately upon such termination. If such
employment shall terminate otherwise than by reason of death, disability, for
cause or voluntary termination, such option may be exercised at any time within
three (3) months after such termination, subject to the provisions of
subparagraph (d) of this Paragraph
<PAGE>
(b) If Optionee dies (i) while employed by Grantor, or (ii) within three
(3) months after the termination of Optionee's employment other than voluntarily
by Optionee or for cause by Grantor, such option, subject to the provisions of
subparagraph (d) of this Paragraph 4, may be exercised by a legatee or legatees
of such option under Optionee's last will or by Optionee's personal
representatives or distributees at any time within one (1) year after Optionee's
death.
(c) If Optionee becomes disabled within the definition of Section 22(e)(3)
of the Code while employed by Grantor, such option, subject to the provisions of
subparagraph (d) of this Paragraph 4, may be exercised at any time within one
(1) year after the termination of employment with Employer due to disability.
(d) An option may not be exercised pursuant to this Paragraph 4 except to
the extent that Optionee was entitled to exercise the option, or any part
thereof, at the time of termination of employment or death, and in any event may
not be exercised after the original expiration date of the option.
5. Divisibility and Non-Assignability of the Options.
(a) Optionee may exercise the options herein granted from time to time
during the periods of their respective effectiveness with respect to any whole
number of Shares included therein, but in no event may an option be exercised as
to less than_______ (_____) Shares at any one time, except for the remaining
Shares covered by the option if less than ______ (____).
(b) Optionee may not give, grant, sell, exchange, transfer legal title,
pledge, assign or otherwise encumber or dispose of the options herein granted or
any interest therein, otherwise than by will or the laws of descent and
distribution, and these options, or any of them, shall be exercisable during
Optionee's lifetime only by Optionee.
6. Stock as Investment.
By accepting these options, Optionee agrees for Optionee, Optionee's heirs
and legatees that any and all Shares purchased hereunder shall be acquired for
investment and not for sale or distribution, and upon the issuance of any or all
of the Shares Optionee, or Optionee's heirs or legatees receiving the Shares,
shall deliver to Grantor a representation in writing, that the Shares are being
acquired in good faith for investment and not for sale or distribution. Grantor
may place a "stop transfer" order with respect to the Shares with its transfer
agent and place an appropriate restrictive legend on the stock certificate(s)
evidencing the Shares.
7. Restriction on Issuance of Shares.
Grantor shall not be required to issue or deliver any certificate for
Shares purchased upon the exercise of any option unless (a) the issuance of such
shares has been registered with the Securities and Exchange Commission under the
Securities Act of 1933, as amended, or counsel to Grantor shall have given an
opinion that such registration is not required; (b) approval, to the extent
required, shall have been obtained from any state regulatory body having
jurisdiction thereof; and (c) permission for the listing of such shares, if
required, shall have been given by NASDAQ and any national securities exchange
on which the Common Stock of Grantor is at the time of issuance listed.
8. Adjustments; Merger or Consolidation
(a) In the event of changes in the outstanding Common Stock of Grantor by
reason of stock dividends, stock splits, recapitalizations, mergers,
consolidations, combinations, or exchanges of shares, separations,
reorganizations, or liquidations, the number and class of shares as to which the
options may be exercised shall be correspondingly adjusted by Grantor. No
adjustment shall be made with respect to stock dividends or splits which do not
exceed 10% in any fiscal year, cash dividends or the issuance to stockholders of
Grantor of rights to subscribe for additional shares of Common Stock or other
securities. Anything to the contrary contained herein notwithstanding, the Board
of Directors of Grantor shall have the discretionary authority to take any
action necessary or appropriate to prevent these options from being disqualified
as "Incentive Stock Options" under the United States income tax laws then in
effect.
(b) Any adjustment in the number of Shares shall apply proportionately to
only the unexercised portion of an option granted hereunder. If fractions of a
share would result from any such adjustment, the adjustment shall be revised to
the next higher whole number of Shares so long as such increase does not result
in the holder of the option being deemed to own more than 5% of the total
combined voting power or value of all classes of stock of Grantor or its
subsidiaries.
2
<PAGE>
9. No Rights in Option Stock.
Optionee shall have no rights as a shareholder in respect of Shares as to
which the options granted hereunder shall not have been exercised and payment
made as herein provided.
10. Effect Upon Employment.
This Agreement does not give Optionee any right to continued employment by
Grantor.
11. Binding Effect.
Except as herein otherwise expressly provided, this Agreement shall be
binding upon and inure to the benefit of the parties hereto, their successors
legal representatives and assigns.
12. Agreement Subject to Plan.
Notwithstanding anything contained herein to the contrary, this Agreement
is subject to, and shall be construed in accordance with, the terms of the Plan,
and in the event of any inconsistency between the terms hereof and the terms of
the Plan, the terms of the Plan shall govern.
13. Miscellaneous.
This Agreement shall be construed under the laws of the State of New York
applied to agreements made and to be performed entirely within such State.
Headings have been included herein for convenience of reference only and shall
not be deemed a part of this Agreement.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the day
and year first above written.
JUNIPER GROUP, INC.
By:
------------------------
ACCEPTED AND AGREED TO:
________________________________
3
<PAGE>
EXERCISE OF OPTION
TO
PURCHASE SHARES
TO: Juniper Group, Inc.
The undersigned hereby exercises the within Option for the purchase of
shares according to the terms and conditions thereof and of the 1996 Stock
Option Plan, and herewith makes payment of the exercise price in full in
accordance with the terms of the Stock Option Agreement, dated as of
___________________, between Juniper Group, Inc.. and the undersigned. The
undersigned is purchasing such shares for investment purposes only and not with
a view to the sale or distribution thereof, unless such distribution is
registered under the Securities Act of 1933, as amended. Kindly issue the
certificate for such shares in accordance with the instructions given below.
Signature
Social Security or Taxpayer I.D. Number:
Instructions for issuance of stock:
Name Street City State Zip Code
4
<PAGE>
EXHIBIT 4.4
-----------
C O N S U L T I N G A G R E E M E N T
------------------- -----------------
AGREEMENT made as of the 21st day of July, 1997 by and between Juniper
Group, Inc., maintaining its principal offices at 111 Great Neck Rd, Great Neck
, NY 11021 (hereinafter referred to as "Client") Geoffrey Eiten, maintaining his
principal offices at 1040 Great Plain Ave, Needham, MA 02192 (hereinafter
referred to as the "Consultant").
W I T N E S S E T H :
WHEREAS, Consultant is engaged in the business of providing and rendering
public relations and communications services and has knowledge, expertise and
personnel to render the requisite services to Client; and
WHEREAS, Client is desirous of retaining Consultant for the purpose of
obtaining public relations and corporate communications services so as to
better, more fully and more effectively deal and communicate with its
shareholders and the investment banking community.
NOW, THEREFORE, in consideration of the premises and of the mutual
covenants and agreements contained herein, it is agreed as follows:
I. Engagement of Consultant. Client herewith engages Consultant and
Consultant agrees to render to Client public relations,
communications, advisory and consulting services.
A. The consulting services to be provided by the Consultant shall
include, but are not limited to, the development, implementation and
maintenance of an ongoing program to increase the investment community's
awareness of Client's activities and to stimulate the investment
community's interest in Client. Client acknowledges that Consultant's
ability to relate information regarding Client's activities is directly
related to the information provided by Client to the Consultant.
B. Client acknowledges that Consultant will devote such time as is
reasonably necessary to perform the services for Client, having due regard
for Consultant's commitments and obligations to other businesses for which
it performs consulting services.
II. Compensation and Expense Reimbursement.
A. Client will pay the Consultant, as compensation for the services
provided for in this Agreement and as reimbursement for expenses incurred
by Consultant on Client's behalf, in the manner set forth in the Schedule
As annexed to this Agreement which Schedule is incorporated herein by
reference.
B. In addition to the compensation and expense reimbursement referred
to in Section 2(A) above, Consultant shall be entitled to receive from
Client a "Transaction Fee", as a result of any Transaction (as described
below) between Client and any other company, entity, person, group or
persons or other party which is introduced to, or put in contact with,
Client by Consultant, or by which Client has been introduced to, or has
been put in contact with, by Consultant. A "Transaction" shall mean merger,
sale of stock, sale of assets, consolidation or other similar transaction
or series or combination of transactions whereby Client or such other party
transfer to the other, or both transfer to a third entity or person, stock,
assets, or any interest in its business in exchange for stock, assets,
securities, cash or other valuable property or rights, or wherein they make
a contribution of capital or services to a joint venture, commonly owned
enterprise or business opportunity with the other for purposes of future
business operations and opportunities. To be a Transaction covered by this
section, the transaction must occur during the term of this Agreement or
the one year period following the expiration of this Agreement.
The calculation of a Transaction Fee shall be based upon the total
value of the consideration, securities, property, business, assets or other
value given, paid, transferred or contributed by, or to, the Client and
shall equal 3% of the dollar value of the Transaction. Such fee shall be
paid by certified funds or cashier's check at the closing of the
Transaction.
<PAGE>
Term and Termination. This Agreement shall be for a period of one year
commencing July 2, 1997 and terminating July 1, 1998. If the Client does
not cancel the contract during the term, the contract will be automatically
extended for an additional year. Either party hereto shall have the right
to terminate this Agreement upon 30 days prior written notice to the other
party.
Treatment of Confidential Information. Company shall not disclose,
without the consent of Client, any financial and business information
concerning the business, affairs, plans and programs of Client which are
delivered by Client to Consultant in connection with Consultant's services
hereunder, provided such information is plainly and prominently marked in
writing by Client as being confidential (the "Confidential Information").
The Consultant will not be bound by the foregoing limitation in the event
(i) the Confidential Information is otherwise disseminated and becomes
public information or (ii) the Consultant is required to disclose the
Confidential Informational pursuant to a subpoena or other judicial order.
Representation by Consultant of other clients. Client acknowledges and
consents to Consultant rendering public relations, consulting and/or
communications services to other clients of the Consultant engaged in the
same or similar business as that of Client. If the Consultant becomes
involved in a similar business of that of the Client where the Client can
perceive it to be in competition, the Client has the right to terminate the
contract.
Indemnification by Client as to Information Provided to Consultant.
Client acknowledges that Consultant, in the performance of its duties, will
be required to rely upon the accuracy and completeness of information
supplied to it by Client's officers, directors, agents and/or employees.
Client agrees to indemnify, hold harmless and defend Consultant, its
officers, agents and/or employees from any proceeding or suit which arises
out of or is due to the inaccuracy or incompleteness of any material or
information supplied by Client to Consultant.
Independent Contractor. It is expressly agreed that Consultant is
acting as an independent contractor in performing its services hereunder.
Client shall carry no workers compensation insurance or any health or
accident insurance on Consultant or consultant's employees. Client shall
not pay any contributions to social security, unemployment insurance,
Federal or state withholding taxes nor provide any other contributions or
benefits which might be customary in an employer-employee relationship.
Non-Assignment. This Agreement shall not be assigned by either party
without the written consent of the other party.
Notices. Any notice to be given by either party to the other hereunder
shall be sufficient if in writing and sent by registered or certified mail,
return receipt requested, addressed to such party at the address specified
on the first page of this Agreement or such other address as either party
may have given to the other in writing.
Entire Agreement. The within agreement contains the entire agreement
and understanding between the parties and supersedes all prior
negotiations, agreements and discussions concerning the subject matter
hereof.
Modification and Waiver. This Agreement may not be altered or modified
except by writing signed by each of the respective parties hereof. No
breach or violation of this Agreement shall be waived except in writing
executed by the party granting such waiver.
Law to Govern; Forum for Disputes. This Agreement shall be governed by
the laws of the Commonwealth of Massachusetts without giving effect to the
principle of conflict of laws. Each party acknowledges to the other that
courts within the city of Boston, MA shall be the sole and exclusive forum
to adjudicate any disputes arising under this agreement.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the
day and year first written above.
By: /s/Geoffrey Eiten
------------------
Geoffrey Eiten,
Consultant
Juniper Group, Inc.
By: /s/ Vlado P. Hreljanovic
------------------------
Vlado Hreljanovic,
Authorized Agent
<PAGE>
SCHEDULE A-1 Payment for services and reimbursement of expenses in.
SCHEDULE A-2 Grant of options to Geoffrey Eiten in advance of services
rendered.
<PAGE>
SCHEDULE A-1
PAYMENT IN CASH FOR SERVICES AND REIMBURSEMENT OF EXPENSES IN CASH
A. For the services to be rendered and performed by Consultant during the
term of the Agreement, Client shall pay to Consultant the sum of $3,000 per
month, payable on the first day of each month.
B. Client shall also reimburse Consultant for all reasonable and necessary
out-of-pocket expenses incurred in the performance of its duties for Client upon
presentation of statements setting forth in reasonable detail the amount of such
expenses. Consultant shall not incur any expense for any single item in excess
of $250 either verbally or written except upon the prior approval of the Client
not to exceed $2500 per month with no more than any one item aggregating more
than $250 at any single time. Consultant agrees that any travel, entertainment
or other expense which it may incur and which may be referable to more than one
of its clients (including Client) will be prorated among the clients for whom
such expense has been incurred.
By: /s/ Geoffrey Eiten
------------------
Geoffrey Eiten
Consultant
Juniper Group, Inc.
By: /s/ Vlado P. Hreljanovic
------------------------
Vlado Hreljanovic
Authorized Agent
<PAGE>
SCHEDULE A-2
GRANT OF OPTIONS TO GEOFFREY EITEN IN ADVANCE OF SERVICES RENDERED
A. Grant of Options and Option Exercise Price. As compensation for the
services to be rendered by Consultant hereunder, Client herewith issues and
grants to Consultant stock options (the "Options") to purchase an aggregate of
2,500,000 shares of Client's Common Stock at an exercise price of $.06 per
share. The Options are exercisable upon and subject to the terms and conditions
contained herein. The Options are exercisable during the period commencing on
the date hereof and ending five years subsequent to the termination date of this
Agreement. Additional options will be issued by the Client to the Consultant to
maintain the Consultant's stock position at 10% of the outstanding shares not
including acquisitions not brought forth by the Consultant. Employee, board of
directors, internal consultants, Anthony V. Milone, Terry S. Klein and outside
sales reps stock options will not be part of the consideration when determining
the amount of options to be granted to the Consultant. Options will be
distributed on a quarterly basis.
B. Manner of Exercise. Exercise of any of the Options by Consultant shall
be by written notice to Client accompanied by Consultant's certified or bank
check for the purchase price of the shares being purchased. Upon receipt of such
notice and payment, Client shall promptly cause to be issued, without transfer
or issue tax to the option holder or other person entitled to exercise the
option, the number of shares for which the Option has been exercised, registered
in the name of Consultant. Such shares, when issued, shall be fully paid and
non-assessable.
C. Option Shares. Consultant acknowledges that any shares which it may
acquire from Client pursuant to the exercise of the Options provided for herein
will not have been registered pursuant to the Securities Act of 1933, as amended
(the "Securities Act"), and therefore may not be sold or transferred by
Consultant except in the event that such shares are the subject of a
registration statement or any future sale or transfer is, in the opinion of
counsel for Client, exempt from such registration provisions. Consultant
acknowledges that any shares which it may acquire pursuant to the exercise of
the Options will be for its own account and for investment purposes only and not
with a view to the resale or redistribution of same. Consultant further consents
that the following legend be placed upon all certificates for shares of Common
Stock which may be issued to Consultant upon the exercise of the Options:
"THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER
THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT") AND MAY NOT BE SOLD OR
OTHERWISE TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT
UNDER THE ACT OR AN OPINION OF COUNSEL SATISFACTORY TO THE CORPORATION THAT SUCH
REGISTRATION IS NOT REQUIRED." Consultant further consents that no stop transfer
instructions being placed against all certificates may not be issued to it upon
the exercise of the Options.
(i) Upon the written demand of the Consultant, the Client shall file a
Registration Statement under the Securities Act, covering the Shares issuable
upon exercise of the Options to the extent the Shares qualify for registration.
The Client shall bear all costs and expenses attributable to such registration,
excluding fees and expenses of Consultant's counsel and any underwriting or
selling commission. Client shall maintain the effectiveness of such registration
throughout the term of this Agreement and for a 120 day period thereafter.
(ii) Notwithstanding the foregoing, if the Shares issuable upon exercise of
the Options are not otherwise registered under the Securities Act and the Client
shall at any time after the date hereof propose to file a registration statement
under the Securities Act, which registration statement shall include shares of
Common Stock of Client or any selling shareholder, Client shall give written
notice to Consultant of such proposed registration and will permit Consultant to
include in such registration all Shares which it has acquired as of the date of
such notice. The Client shall bear all costs and expenses attributable to such
registration, excluding fees and expenses of Consultant's counsel and any
underwriting or selling commission.
D. Adjustments in Option Shares.
(i) In the event that Client shall at any time sub-divide its outstanding
shares of Common Stock into a greater number of shares, the Option purchase
price in effect prior to such sub-division shall be proportionately reduced and
the number of shares of Common Stock purchasable shall be proportionately
increased. In case the outstanding shares of Common Stock of Client shall be
combined into a smaller number of shares, the Option purchase price in effect
immediately prior to such combination shall be proportionately increased and the
number of shares of Common Stock purchasable shall be proportionately reduced.
<PAGE>
(ii) In case of any reclassification or change of outstanding shares of
Common Stock issuable upon exercise of this Option (other than change in par
value, or from par value to no par value, or from no par value to par value, or
as a result or a subdivision or combination), or in case of any consolidation or
merger of the Client with or into another corporation (other than a merger in
which the Client is the continuing corporation and which does not result in any
reclassification or change of outstanding shares of Common Stock, other than a
change in number of the shares issuable upon exercise of the Option) or in case
of any sale or conveyance to another corporation of the property of the Client
as an entirety or substantially as an entirety, the Holder of this Option shall
have the right thereafter to exercise this Option into the kind and amount of
shares of stock and other securities and property receivable upon such
reclassification, change, consolidation, merger, sale or conveyance by a holder
of the number of shares of Common Stock of the Client for which the Option might
have been exercised immediately prior to such reclassification, change,
consolidation, merger, sale or conveyance. The above provisions shall similarly
apply to successive reclassifications and changes of shares of Common Stock and
to successive consolidations, mergers, sales or conveyances.
By: /s/ Geoffrey Eiten
------------------
Geoffrey Eiten
Consultant
Juniper Group, Inc.
By: /s/ Vlado P. Hreljanovic
------------------------
Vlado Hreljanovic
Authorized Agent
<PAGE>
Exhibit 5.1
-----------
November , 1997
Juniper Group, Inc.
111 great Neck road
Great Neck, NY 11021
Re: Registration Statement on Form S-8 Relating to 5,000,000 Shares of Common
Stock, Par Value $. 001 Per Share, of Juniper Group, Inc. Issuable Under the
1996 Stock Option Plan
Gentlemen:
We are counsel to Juniper Group, Inc., a New York corporation (the
"Company"), in connection with the filing by the Company with the Securities and
Exchange Commission pursuant to the Securities Act of 1933, as amended (the
"Securities Act"), of a registration statement on Form S-8 (the "Registration
Statement") relating to 5,000,000 shares (the "Shares") of the Company's common
stock, par value $. 001 per share (the "Common Stock"), issuable upon the
exercise of options granted, as well as stock options to be granted, pursuant to
the Company's 1996 Stock Option Plan (the "Plan").
We have examined and are familiar with originals or copies, certified or
otherwise identified to our satisfaction, of the Certificate of Incorporation
and By-Laws of the Company, as each is currently in effect, the Registration
Statement, the Plan, resolutions of the Board of Directors of the Company
relating to the adoption of and amendments to the Plan and the proposed
registration and issuance of the Shares and such other corporate documents and
records and other certificates, and we have made such investigations of law as
we have deemed necessary or appropriate in order to render the opinions
hereinafter set forth.
In our examination, we have assumed the genuineness of all signatures, the
legal capacity of all natural persons, the authenticity of all documents
submitted to us as originals, the conformity to original documents of all
documents submitted to us as certified or photostatic copies and the
authenticity of the originals of such latter documents. As to any facts material
to the opinions expressed herein which were not independently established or
verified, we have relied upon statements and representations of officers and
other representatives of the Company and others.
Based upon and subject to the foregoing, we are of the opinion that the
Shares to be issued upon exercise of any options duly granted pursuant to the
terms of the Plan have been duly and validly authorized and, when the Shares
have been paid for in accordance with the terms of the Plan and certificates
therefore have been duly executed and delivered, such Shares will be duly and
validly issued, fully paid and non-assessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference in the Registration Statement to
this firm under the heading "Interests of Named Experts and Counsel." In giving
this consent, we do not hereby admit that we are within the category of persons
whose consent is required under Section 7 of the Securities Act, or the rules
and regulations of the Securities and Exchange Commission thereunder.
Very truly yours,
SNOW BECKER KRAUSS P.C.
<PAGE>
EXHIBIT 23.2
------------
GOLDSTEIN & GANZ, P.C.
Certified Public Accountants
98 Cuttermill Road, Suite 352
Great Neck, New York 11021
Sheldon M. Ganz, CPA
Martin A. Goldstein, CPA
October 10, 1997
Board of Directors
Juniper Group, Inc.
111 Great Neck Road
Suite 604
Great Neck, New York 11021
Gentlemen:
We hereby consent to the use of our opinion (dated , 1997 from the Form
10-KSB for the fiscal year end December 31, 1996) as herein described.
This consent is in connection with the registration statement under the
Securities Act of 1993, as amended, of 2,500,000 shares of your Common Stock to
be issued pursuant to options which have been granted under a Consulting
Agreement.
Very truly yours,
GOLDSTEIN & GANZ
Great Neck, New York
October 10, 1997
