As filed with the Securities and Exchange Commission on _________________
Registration No. 33-
- -------------------------------------------------------------------------------
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)
Nevada 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)
Amended Agreement for Consulting Services for 1998
(Full Title of the Plan)
1998 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 1,000,000 (1) $1.50 $1,500,000 $454.54
Common Stock,
$.001 par value 90,000 shs(3) $1.00(4) $ 90,000 $ 27.27
---------- -------
Total $1,590,000 $481.81
- -----------------------------
</TABLE>
(1) Represents options granted or to be granted to the 1998 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 grantd to Terry S. Klein in
consideration of services rendered and to be rendered pursuant to a
Consulting Agreement dated January 1, 1998, and amended December 30, 1998.
(4) Calculated solely for the purpose of determining the registration fee
pursuant to Rule 457(h)(i) based upon the per share exercise price.
<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 Nevada 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-KSB for the fiscal year ended
December 31, 1998;
(2) The Company's Quarterly Report on Form 10-QSB for the fiscal quarter ended
March 31, 1999;
(3) 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-1 (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 - Securities registered under Section 12.
Item 5. Interests of Named Experts and Counsel.
Snow Becker Krauss P.C., counsel to the Company, hold 12,656 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
Under the Nevada Corporation Law, a corporation's Articles of Incorporation
may contain provisions eliminating or limiting the personal liability of a
director or officer to the Corporation, or its stockholders for damages for
breach of fiduciary duties as a director or officer, except the Corporation must
not eliminate or limit liability of a director or officer for (a) acts or
omissions which involve intentional misconduct, fraud or knowing violation of
law or (b) payment of distributions in violation of the statutes.
II-2
<PAGE>
Article 6 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 the Nevada General Corporation Law. 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 the Nevada General Corporation Law.
Item 7. Exemption From Registration Claimed.
Not Applicable.
Item 8. Exhibits.
Exhibit No. Description of Exhibit
- ----------- ----------------------
4.1 1998 Stock Option Plan (the "Plan")
4.2 Form of Stock Option Agreement under the Plan between the
Registrant and the holders of no-qualified stock options.
4.3 Form of Stock Option Agreement under the Plan between the
Registrant and the holders of the incentive stock options.
4.4 Consulting Agreement between the Registrant and Terry S.Klein
dated January 1, 1998, amended December 30, 1998.
5.1 Opinion of Snow Becker Krauss.
23.1 Consent of Snow Becker Krauss (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-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. Notwithstanding the foregoing, any increase or
decrease in the volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered) and any
deviation from the low or high end of the estimated maximum offering range
may be reflected in the form of a prospectus filed with the commission
pursuant to Rule 424(b), if, in the aggregate, the changes in volume and
price represent no more than 20 percent change in the maximum aggregate
offering price set forth in the "Calculation of Registration Fee" table.
(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.
(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 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 of 1933 and will
be governed by the final adjudication of such issue.
II-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 Town of Great Neck, State of New York, on June ----, 1999.
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 June----, 1999.
Signature Title
/s/Vlado P. Hreljanovic
- -----------------------
Vlado P. Hreljanovic President, Chief Executive Officer,
Acting Chief Financial Officer
Chairman of the Board of Directors
(principal executive officer &
Accounting Officer
/s/ Harold A. Horowitz
- ----------------------
Harold A. Horowitz, Esq. Director
/s/ Marvin Rostolder Director
- ----------------------
Marvin Rostolder
II-5
<PAGE>
EXHIBIT INDEX
Exhibit No. Description of Exhibit
- ----------- ----------------------
4.1 1998 Stock Option Plan (the "Plan")
4.2 Form of Stock Option Agreement under the Plan between the
Registrant and the holders of no-qualified stock options.
4.3 Form of Stock Option Agreement under the Plan between the
Registrant and the holders of the incentive stock options.
4.4 Consulting Agreement between the Registrant and Terry S.Klein
dated January 1, 1998, amended December 30, 1998.
5.1 Opinion of Snow Becker Krauss.
23.1 Consent of Snow Becker Krauss (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.
1998 STOCK OPTION PLAN
1. Purposes.
The JUNIPER GROUP, INC. 1998 STOCK OPTION PLAN (the "Plan") is intended to
provide the employees, directors, independent contractors and consultants of
Juniper Group, Inc. (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 one
million (1,000,000) 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
NQSOs in tandem with 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
Compensation Committee (the "Committee") which shall be comprised of solely of
at least two Outside Directors (as such term is defined in regulations
promulgated from time to time with respect to Section 162(m)(4)(C)(i) of the
Code) 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, 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.
<PAGE>
(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 Securities Exchange Act of 1934 (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 covered employees as defined under Section
162(m)(3) of the Code (generally 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, to 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 Code, 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, subject to any
minimum option price established from time to time under any state securities
law with respect to grants in such states.
(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.
<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 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, or (iv) to the extent allowed
by applicable Federal and state securities laws, at the option of the Committee
or the Board of Directors in its sole discretion at or prior to the time of
exercise, by surrender to the Company of a number of options having an
"in-the-money value" that shall equal the Option Price ("in-the-money" value for
this purpose shall be the excess of Common Stock at the date of grant over the
Option Price). Furthermore, the Committee or Board of Directors, in its sole
discretion, may provide for withholding as set forth in Paragraph 9(c) hereof.
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.
(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.
<PAGE>
(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 450,000
shares of Common Stock during any calendar year period (giving effect to the
1:50 reverse stock split that occurred on May 18, 1998); 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 voluntarily by employee 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, or is
terminated for cause, and the other provisions of this Section 6 shall not be
applicable thereto. For purposes of this Section 6, termination for cause shall
be deemed the decision of the Company in its sole discretion, that the Optionee
has not adequately performed the services for which he/she/it was hired.
(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 any event
within twelve months, less one (1) day 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.
<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. No adjustment shall be made with respect to stock
dividends or splits which do not exceed 5% in a fiscal year, cash dividends or
the issuance to share holders of the Grantor or rights to subscribe for
additional shares of Common Stock or other securities.
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.
<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.
<PAGE>
Exhibit 4.2
-----------
NON-QUALIFIED STOCK OPTION AGREEMENT
AGREEMENT made as of the 4th day of January, 1999, by and between Juniper
Group, Inc. Inc., a Nevada 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").
WHEREAS, Optionee is an employee of the Grantor as of the date hereof;
WHEREAS, Grantor is desirous of increasing the incentive of Optionee to
exert Optione's utmost efforts to improve the business of the Grantor.
NOW, THEREFORE, in consideration of the Optione's service to the Grantor,
and for other good and valuable consideration, the Grantor hereby grants to the
Optionee options to purchase common stock of the Grantor ("Common stock") on the
following terms and conditions:
1. Option.
Pursuant to its 1998 Stock Option Plan, as amended (the "Plan"), 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) All of said options shall become exercisable on the date hereof
at a purchase price of $XX per Share and be exercisable until
December 31, 200--.
(b) The Optionee may exercise all or any part of his option hereunder
by delivering a Notice of Exercise substantially in the form of
Exhibit A appended hereto to the Grantor hand delivery or by
registered or certified mail, return receipt requested, addressed
to its principal office specifying the number of Shares that
Optionee desires to purchase which notice shall be accompanied by
payment in the form of (i) a certified or bank cashier's check
payable to the order of the Grantor in an amount equal to the
Exercise Price multiplied by the number of Shares for which this
option is being exercised, (ii) by delivery of shares of Common
Stock having a fair market value equal to the Exercise Price of
the Shares for which this option is being exercised, (iii)a full
recourse note equal to the Exercise Price and an agreement
leaving the Shares with Grantor as collateral until full payment,
and (iv) any combination thereof. Notwithstanding anything
contained herein to the contrary, to the extent allowed by
applicable federal and state securities laws, the Exercise Price
may also be paid in full by a broker-dealer to whom Optionee has
submitted a Notice of Exercise.
(c) The Optionee may also convert all or any portion of the options
granted hereunder into the number of Shares determined in
accordance with the formula set forth below by delivering a
Notice of Conversion substantially in the form of Exhibit A
appended hereto to the Company by hand delivery or by certified
or registered mail, return receipt requested, addressed to its
principal office.
X = Y(A-B)
A
Where: X = the number of the Shares to be issued to the Optionee upon
conversion pursuant to this clause (c).
Y = the number of Shares represented by the options so converted.
A = the fair market value (as determined under the Plan) of one
share of Common Stock on the trading date immediately preceding
the Company's receipt of the Notice of Conversion.
B = the Exercise Price.
<PAGE>
(d) As soon as practicable after exercise or conversion, the Grantor
shall cause to be delivered to the Optionee certificates issued
in the Optionee's name evidencing the Shares purchased by the
Optionee.
4. Option and Employment.
If the employment relationship is terminated for any reason, the
options granted to Optionee hereunder shall remain in effect until
expiration.
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 100 Shares at any one time, except for the
remaining Shares covered by the option if less than 100.
(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.
(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.
<PAGE>
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. 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:/s/ Vlado P. Hreljanovic
------------------------
Vlado P. Hreljanovic
ACCEPTED AND AGREED TO:
<PAGE>
EXHIBIT "A"
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 January --, 1998, 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
<PAGE>
EXHIBIT 4.3
-----------
STOCK OPTION AGREEMENT
Grant of options to
_____________ (the "Optionee")
under the
Juniper Group, Inc. 1998 Stock Option Plan (the "Plan")
as adopted on December 30, 1998 by the Board of Directors,
and approved by the shareholders
The Purpose of the Plan
Juniper Group, Inc. (the "Grantor") is a young company. It will need the
help of all its employees and consultants to prosper and grow in a market where
many of its competitors are bigger and older.
The success of Juniper Group, Inc. will depend on many factors. One of the
most important, is the quality of its management and its consultants, the
quality and dedication of their work; the quality of their perseverance. This
option is intended to help build a strong management team. The proof of that
organizational strength, over time, will be reflected in the financial
performance and strength of Juniper Group. Employees and consultants who are
chosen for and respond to the incentives in this option will positively share in
those financial rewards.
This option is anticipated to provide Optionee with beneficial tax
treatment. That is, no tax will be recognized on the grant of the option. An
Optionee who is not an employee at the time of grant will recognize ordinary
income at the date of exercise, measured at the fair market value of the
grantor's Common Stock at the date of exercise.
NOW, THEREFORE, in consideration of the promises of the Optionee to provide
services as an employee to the Grantor and help it achieve the goals set forth
herein and for other good and valuable consideration, the Grantor hereby grants
the Optionee options to purchase Common Stock of the Grantor on the terms and
conditions set forth in this Agreement made as of this __th day of ____, 1999 by
and between Grantor, a Nevada corporation having its principal place of business
at 111 Great Neck Road, Suite 604, Great Neck, New York 11021 and the Optionee,
residing at _____________________________
1. Option.
Pursuant to the Plan, the Grantor hereby grants to the Optionee an Option
to purchase, at any time prior to 5:00 p.m. New York time on ________, 2001, up
to ( ) fully paid and non-assessable shares of the Common Stock of the Grantor,
par value $.00l per share, subject to the terms and conditions of this
Agreement, including the conditions for vesting set forth in Section 3(b).
2. Purchase Price.
The purchase price shall be $ per share. 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 the Grantor in connection therewith.
3. Exercise of Option.
(a) The Optionee shall notify the Grantor by registered or certified mail,
return receipt requested, addressed to its principal office as to the number of
shares which he desires to purchase under the options herein granted, which
notice shall be accompanied by payment (by cash or certified check) of the
option price therefore as specified in Paragraph 2 above. As soon as practicable
thereafter, the Grantor shall at its principal office tender to Optionee
certificates issued in the Optionee's name evidencing the shares purchased by
the Optionee.
(b) The option granted hereunder shall vest in, and become exercisable by,
Optionee in accordance with the following schedule:
( ) shares become vested on _______, 1999.
4. Option Conditioned on Continued Consulting Relationship.
If Optionee's employment relationship with Grantor shall terminate for any
reason, any option granted to the Optionee hereunder which has not vested shall
immediately expire.
<PAGE>
5. Divisibility and Non-Assignability of the Options.
(a) The 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 one hundred (100) shares at any one time, except for the remaining
shares covered by the option if less than one hundred (100).
(b) The 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 his
lifetime only by the Optionee.
6. Stock as Investment
By accepting this option, the Optionee agrees for himself, his heirs and
legatees that any and all shares purchased hereunder shall be acquired for
investment and not for distribution, and upon the issuance of any or all of the
shares subject to the option granted hereunder the Optionee, or his heirs or
legatees receiving such shares, shall deliver to the Grantor a representation in
writing, that such shares are being acquired in good faith for investment and
not for distribution. Grantor may place a "stop transfer" order with respect to
such shares with its transfer agent and place an appropriate restrictive legend
on the stock certificate.
7. Restriction on Issuance of Shares.
The Grantor shall not be required to issue or deliver any certificate for
shares of its Common Stock 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 the
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 shall have been given by any national securities exchange on
which the Common Stock of the Grantor is at the time of issuance listed.
8. Tax Withholding
The Company shall be entitled to withhold all amounts required to pay any
withholding tax which the Company is required by law to withhold as a result of
the exercise of an option granted hereunder and pay over any amounts so
withheld.
9. Effect of Mergers. Consolidations or Sales of Assets.
(a) In the event that the outstanding shares of Common Stock are changed
after the date hereof 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 issuable upon exercise of the 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, 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, other than in connection with the sale of
substantially all the assets of Grantor, 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) Notwithstanding the above, this option may, at the discretion of the
Board of Directors of the Grantor and said other corporation, be exchanged for
options to purchase shares of capital stock of another corporation which the
Grantor, 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)(l) 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, 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 the Grantor or its subsidiaries.
<PAGE>
10. No Rights in Option Stock.
Optionee shall have no rights as a shareholder in respect of shares as to
which the option granted hereunder shall not have been exercised and payment
made as herein provided.
11. Effect Upon Employment.
This Agreement does not give the Optionee any right to continued employment
by the Grantor.
12. 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.
13. 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.
14. Miscellaneous
This Agreement shall be construed under the laws of the State of New York.
Headings have been included herein for convenience of reference only, and shall
not be deemed a part of the Agreement.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the th
day of , 1999.
JUNIPER GROUP, INC.
By:
AGREED TO AND ACCEPTED:
<PAGE>
EXHIBIT 4.4
-----------
CONSULTING AGREEMENT
This Consulting Agreement is made effective this 1st day of January, 1998,
by and between Terry S. Klein ("Consultant"), an individual located at 500 East
77th Street, New York, New York 10162, and JUNIPER GROUP, INC. ("Client"), a
Nevada corporation, with offices at: 111 Great Neck Road, Suite 604, Great Neck
11021.
PREMISES
A. Client is engaged in the business of securing the services of healthcare
professionals, hospitals and medical provider networks in various healthcare
disciplines through its various subsidiaries and affiliated companies.
B. Consultant is engaged in the business of securing physician practices,
MSOs and hospitals to utilize Client's ancillary services and managed care
revenue enhancement products and services.
C. Client desires to retain Consultant to perform these services and to
compensate Consultant for these services by issuing Consultant options to
purchase shares of the Client's common stock.
AGREEMENT
NOW THEREFORE, in consideration of the mutual promises, covenants and
agreements contained herein, and for other good and valuable consideration, the
receipt and adequacy of which is expressly acknowledged, Client and Consultant
agree as follows:
1. Engagement of Consultant
Client hereby retains Consultant to perform the following services:
A. To market Client's revenue enhancement products and ancillary services
to physician practices management organizations, MSOs, hospitals and
stand alone physician practices.
2. Compensation.
A. As compensation for the Consulting Services, Client shall pay
Consultant :
( i) Client shall pay Consultant monthly compensation of $3,750 in
cash for the term of this Agreement
or
( ii) Client shall pay Consultant monthly, after the Consultant has
rendered the Consulting Services for that month, with an
irrevocable option to purchase up to three thousand seven hundred
and fifty ($3,750) dollars in value of Juniper's Common Stock,
par value $0.001 per share. The number of shares issued in each
monthly option shall be determined by dividing $3,750 by fifty
percent (50%) of the average 30 day trading price immediately
preceding the issuance of the option. The term of this option to
purchase shares of Juniper's Common Stock shall be in full force
for a period of five (5) years from the date of this Agreement.
If termination occurs for any reason, Consultant's option remains
in effect through last date of service.
B. Consultant shall receive a ten (10%) percent commission fee of all
cash collected which is directly derived from the sales efforts made
by Consultant. However, this ten (10%) percent fee shall only be
available to Consultant after Client recoups all its initial monthly
compensation of fees paid to date to Consultant which shall accrue.
C. Consultant shall exercise options by delivering the option price,
along with the executed Investment Letter annexed hereto as Exhibit A
to Client. Consultant will release such funds due him to Client upon
execution of the Investment Letter and Juniper shall make delivery of
Certificates representing the number of shares of common stock
exercised.
<PAGE>
D. The granting of the share purchase rights are being made pursuant to a
resolution adopted by the Board of Directors of Juniper on even date
herewith, which specified that Consultant is to receive the rights to
purchase shares in the manner set forth herein.
E. Juniper shall make immediate delivery of such shares, upon full
payment and receipt of a duly executed investment representation
letter, provided that if any law or regulation requires Juniper to
take any action with respect to the shares specified in such notice
before the issuance hereof. The date of such delivery of such shares
shall be extended for the period necessary to take such action.
F. The parties hereto acknowledge that the issuance of Juniper's shares
upon the exercise of the share purchase rights hereunder is being made
without registration under the Securities Act of 1933, as amended,
(the "Securities Act"), or any other state or federal law, that the
shares issued upon exercise of the Investment Letter will therefore be
"restricted Securities" within the meaning of the Securities Act and
Rule 144 promulgated under the Securities Act. All certificates
representing the shares issued pursuant to this Agreement, any and all
certificates issued in replacement thereof or in exchange therefore,
shall bear a legend, in substantially the following form, which
Consultant has read and understands:
THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED ("THE SECURITIES ACT")
AND ARE "RESTRICTED SECURITIES" AS THAT TERM IS DEFINED IN RULE 144
PROMULGATED UNDER THE SECURITIES ACT. THE SHARES MAY NOT BE OFFERED
FOR SALE, SOLD OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN
EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT, THE AVAILABILITY
OF WHICH IS ESTABLISHED TO THE SATISFACTION OF JUNIPER.
3. Person Entitled to Exercise.
The Option can only be exercised by Consultant, Consultants beneficiary or
Consultant's estate, and neither this nor any rights hereunder can be
transferred other than by testamentary disposition or the laws of descent and
distribution. Neither this Option, nor any right hereunder, shall be subject to
lien, attachment, execution, or similar process. In the event of any alienation,
pledge, or hypothecation, of any other transfer of this Option, or any right
hereunder, or in the event of any levy, attachment, execution or similar
process, this Option and all rights granted hereunder shall immediately null and
void.
4. Term of Agreement, Extensions and Renewals.
This Agreement shall have an initial term of thirty (30) months (the "Term
of Agreement") from the date hereon, and shall terminate on June 30, 2000.
5. Termination of Agreement by the Client.
Despite anything to the contrary contained in this Agreement hereunder,
Client may terminate this Agreement if any of the following events occur. In the
event of such termination, Consultant may exercise any options which have issued
for services already rendered, but Consultant is not entitled to any portion of
the options which would have been issued for services which had not been
performed prior to this termination.
A. Failure to Follow Instructions. Client can terminate this Agreement in
the event Consultant fails to follow Client's instructions. Client
must advise Consultant that his actions or inactions are unacceptable
and give Consultant a reasonable time to comply. If Consultant fails
to comply, or a later time makes the same unacceptable action or
inaction, he may be terminated hereunder by Client's service of
"Notice of Termination" to Consultant.
B. Breach of Consultant's Duties. Client can terminate this Agreement if
in the sole judgment of the Chief Executive Officer, Consultant's
actions or conduct would make it unreasonable to require Client to
retain Consultant.
C. Sale of Client's Assets. The sale of substantially all of Client's
assets to a single purchaser or group of associated partners.
D. Termination of Client's Business. Client's bona fide decision to
terminate its business and liquidate its assets.
E. Merger on Consolidation. The merger or consolidation of Client.
<PAGE>
6. Restrictive Covenants: Non-Circumvention:
6.1 Covenant of Nondisclosure of Confidential Information.
(a) Both Client and Consultant acknowledge that the confidential
proprietary information, including but not limited to customer lists,
financial information, contacts, customer policies, intellectual property
and production processes used in each party's business is secret,
confidential, unique, and valuable and that it was developed by that party
over a long period of time, at great cost, and that disclosure of any item
of confidential proprietary information to anyone other than either party's
officers, agents or authorized employees will cause irreparable injury.
Consultant will not disclose to any person or entity not authorized in
writing by Client, directly or indirectly, any of Client's confidential
proprietary information and Client will not disclose to any person or
entity not authorized in writing by Consultant, directly or indirectly, any
of Consultant's confidential proprietary information. This covenant will
survive the termination of this Agreement.
(b) Notwithstanding the foregoing, either party may disclose
confidential information of the other party if required to do so by (i)
subpoena, which has not been quashed as provided in Paragraph 6.1(c); (ii)
order of any court or governmental authority (from which no further appeal
may be taken as provided in Paragraph 6.1; or (iii) if in the reasonable
opinion of the disclosing party's counsel, failure or refusal to disclose
the confidential information would result in criminal or civil penalties.
(c) The disclosing party shall, prior to disclosing any confidential
information as set forth in Paragraph 6.1 (b), afford the other party the
reasonable opportunity to (i) quash the subpoena or (ii) appeal the order,
requiring the disclosure of the confidential information, as the case may
be.
6.2 In the event of a breach of any of the provisions of this
Paragraph 6 by either party, in addition to all other remedies as allowed
by law, the other party shall be entitled to an accounting and payment of
all profits realized as a result of any such violation, consequential
damages and in addition, as a matter of right, to injunctive relief in any
court of competent jurisdiction, all of which remedies the injured party
shall be entitled to pursue simultaneously and cumulatively.
7. Best Efforts Basis.
Consultant agrees that he will at all times faithfully and to the best of
his experience, ability and talents, perform all the duties that may be required
of and from Consultant, pursuant to the terms of this Agreement. Consultant does
not guarantee that his efforts will have any impact on Client's business or that
any subsequent financial improvement will result from Consultant's efforts.
Client understands and acknowledges that the success or failure of Consultant's
efforts will be predicated on Client's assets and operating results.
8. Client's Rights to Approve Transactions.
Client expressly retains the right to approve, in its sole discretion, each
and every transaction introduced by Consultant that involves Client. Consultant
and Client agree that consultant is not authorized to enter into agreements on
behalf of Client.
9. Client Under No Duty or Obligation to Accept or Close on any
Transactions.
It is mutually understood and agreed that Client is not obligated to accept
or close any promotional proposal, acquisition, or merger transactions submitted
by Consultant.
10. Costs and Expenses.
Consultant shall be responsible for all out-of-pocket expenses, travel
expenses, third party expenses, filing fees, copy and mailing expenses that
Consultant may incur in performing Consulting Services under this Agreement.
However, such costs shall be reimbursed to Consultant if approved in writing by
Client within thirty (30) days from the date that the Consultant submits
approved expense report to Client.
<PAGE>
11. Work Stoppage or Early Termination.
Notwithstanding anything to the contrary contained herein, Client shall
have the right to direct the work to be performed by Consultant hereunder on any
matter. In addition, Client shall have the right, at any time, to direct
Consultant to cease work or abandon its efforts on Client's behalf, and to
refrain from commencing any new work or providing any further Consulting
Services hereunder. If at any time Client directs Consultant to stop work,
Consultant shall retain all rights to exercise any remaining Option Shares which
have then been issued. 12. Non-exclusive Services.
12. Non-Exclusive Services
Client acknowledges that Consultant is currently providing services of
dissimilar nature to other parties and Client agrees that Consultant is
prevented or barred from rendering services of the same nature or a similar
nature to any other individual or entity. Consultant will advise Client of its
position with respect to any activity, employment, business arrangement, or
potential conflict of interest, which may be relevant to this Agreement. Client
shall solely determine that Consultant is devoting a reasonable amount of time
to Client to meet Client's consulting services.
13. All Prior Agreements Terminated.
This Agreement constitutes the entire understanding of the parties with
respect to the engagement of Consultant, and all prior agreement with respect
thereto are hereby terminated and shall be of no force or effect.
14. Representations and Warranties of Client.
Client hereby represents and warrants to Consultant that:
A. Corporate Existence. Client is a corporation duly organized and
validly existing, under the laws of the State of New York, with corporate
power to own property and carry on its business as it is now being
conducted.
B. Financial Statements. Client has or will cause to be delivered,
concurrent with the execution of this Agreement, copies of the most recent
Form 10-KSB, and all subsequent 10-QSBS, which accurately set forth the
financial condition of Client as of the respective dates of such documents.
C. No Conflict. This Agreement has been duly executed by Client and
the execution and performance of this Agreement will not violate, or result
in a breach of, or constitute a default in any agreement, instrument,
judgment, decree, or order to which Client is a party or to which Client is
subject, nor will such execution and performance constitute a violation or
conflict of any fiduciary duty to which Client is subject.
15. Representations and Warranties of Consultant.
A. Information. No representation or warranty contained herein, nor a
statement in any document, certificate or schedule furnished or to be
furnished, pursuant to this Agreement by Consultant, or in connection with
the transaction contemplated hereby, contains or contained any untrue
statement of material fact.
B. Inside Information Securities Laws Violations. In the course of the
performance of her duties, consultant may become aware of information which
may considered "inside information" within the meaning of the Federal
Securities Laws, Rules and Regulations. Consultant acknowledges that her
use of such information to purchase or sell securities of client, or its
affiliates, or to transmit such information to any other party with a view
to buy, sell, or otherwise deal in Client's securities, is prohibited by
law and would constitute a breach of this Agreement and notwithstanding the
provisions of this Agreement, will result in the immediate termination of
the Options.
<PAGE>
C. No Restrictions. There is no pending or threatened suit, action, or
legal, administrative arbitration or other proceeding of claim by any
governmental agency, whether federal, state, local or foreign, against the
Consultant or any individual or entity which the Consultant controls, is
controlled by, or is under common control with, which adversely, or might
adversely, effect the (i) Consultant's ability to provide the services set
forth herein; or (ii) the Company.
The Consultant's performance of the services hereunder is not in
violation of any law, statute or regulation of any governmental authority,
whether federal, state, local or foreign, or any of the terms, conditions,
or provisions of any judgement, order, injunction, decree or ruling of any
court or governmental authority, whether federal, state, local or foreign.
The Consultant has all requisite licenses, authorizations and
consents, if any, necessary to perform the services hereunder.
D. Reliance Upon Representations. The information provided pursuant to
this Agreement may be relied upon by Client, as true and correct as of the
date of delivery of any shares received by Consultant through executions of
options hereunder.
(a) By reason of Consultant's knowledge and experience of
financial and business matters in general, and investments in
particular, Consultant is capable of evaluating the merits of this
transaction and in bearing the economic risks of an investment in the
shares and the Company in general and fully understand the speculative
nature of such securities and the possibility of such loss;
(b) Consultant has had the opportunity to ask questions and
receive answers concerning the terms and conditions of the Shares to
be issued hereby and reserved for issuance pursuant hereto, and to
obtain any additional information which Client possesses or can
acquire without unreasonable effort or expense that is necessary to
verify the accuracy of information furnished; and
(c) Consultant has been furnished with a copy of Client's most
recent Annual Report on Form 10-KSB and all reports or documents
required to be filed under Sections 13(a), 14(a) and 15(d) of the
Securities and Exchange Act of 1933, as amended, including but not
limited to, quarterly reports on Form 10-QSB; and, in addition, that
Consultant has been furnished with a brief description of Client's
capital structure and any material changes in Client's affairs that
may not have been disclosed in the Disclosure Documents.
16. Consultant is Not an Agent or Employee.
Consultant's obligations under this Agreement consist solely of the
Consulting Services described herein. In no event shall Consultant be considered
as the employee or agent of Client or otherwise represent or bind Client. For
purposes of this Agreement, Consultant is an independent contractor. All final
decisions with respect to acts of Client or its affiliates, whether or not made
pursuant to, or in reliance on, information or advice furnished by Consultant
hereunder, shall be those of Client or such affiliates, and consultant shall
under no circumstances be liable for any expense incurred or loss suffered by
Client as a consequence of such action or decisions.
17. Miscellaneous.
A. Authority. The execution and performance of this Agreement has been
duly authorized by all requisite corporate action. This Agreement
constitutes a valid and binding obligation of the parties hereto.
B. Amendment. This Agreement may be amended or modified at any time
and in any manner, but only by an instrument in writing executed by the
parties hereto.
<PAGE>
C. Waiver. All the rights and remedies of either party under this
Agreement are cumulative and are not exclusive of any other rights and
remedies provided by law. No delay or failure on the part of either party
in the exercise of any right or remedy arising from a breach of this
Agreement shall operate as a waiver of any subsequent right or remedy
arising from a subsequent breach of this Agreement. The consent of any
party where required hereunder to any act or occurrence shall not be deemed
to be a consent to any other act of occurrence.
D. Assignment:
( i) Neither party to this Agreement shall assign any right
created by it without the prior written consent of the other;
(ii) Nothing in this Agreement, expressed or implied, is
intended to confer upon any person, other than the parties and
their successors, any rights or remedies under this Agreement.
E. Notices. Any notice or other communication required or permitted by
this Agreement must be in writing and shall be deemed to be properly given
when delivered in person to an officer of the other party, when deposited
in the United States mails for transmittal by certified or registered mail
postage prepaid, or when deposited with a public telegraph company for
transmittal or when sent by facsimile transmission, charges prepared,
provided that the communication is addressed:
( i) In the case of the Consultant to:
Terry S. Klein
500 East 77th Street
New York, New York 10162
(ii) In the case of Client to:
Juniper Group, Inc.
111 Great Neck Road
Suite 604
Great Neck, NY 11021
or to such other person or address designated by the parties to
receive notice.
F. Headings and Captions. The headings of paragraphs are included
solely for convenience. If a conflict exists between any heading and the
text of this Agreement, the text shall control.
G. Entire Agreement. This instrument and the exhibits to this
instrument contain the entire Agreement between the parties with respect to
the transaction contemplated by the Agreement. It may be executed in any
number of counterparts, but the aggregate of the counterparts together
constitute only one and the same instrument.
H. Effect of Partial Invalidity. In the event that any one or more of
the provisions contained in this Agreement shall for any reason be held to
be invalid, illegal or unenforceable in any respect, such invalidity,
illegality or unenforceability shall not affect any other provisions of
this Agreement, but this Agreement shall be constructed as if its never
contained any such invalid, illegal or unenforceable provisions.
I. Controlling Law. The validity, interpretation, and performance of
this Agreement shall be controlled by and construed under the laws of the
State of New York, County of Nassau, the state in which this Agreement is
being executed.
J. Attorney's Fees. If any action at law or in equity, including an
action for declaratory relief, is brought to enforce or interpret the
provisions of this Agreement, the prevailing party shall be entitled to
recover actual attorney's fees from the other party. The attorney's fees
may be ordered by the court in the trial of any action described in this
paragraph or may be enforced in a separate action brought for determining
attorney's fees.
<PAGE>
K. Mutual Cooperation. The parties hereto shall cooperate with each
other to achieve this purpose of this Agreement and shall execute such
other and further documents and take such other and further actions as may
be necessary or convenient to effect the transactions described herein.
L. Further Actions. At any time and from time to time, each party
agrees, at its or their expense, to take actions and to execute and deliver
documents as may be reasonably necessary to effectuate the purposes of this
Agreement.
M. Indemnification. Client and Consultant agree to indemnify, defend
and hold each other harmless from and against all demands, claims, actions,
losses, damages, liabilities, costs and expenses, including without
limitation, interest, penalties and attorney's fees and expenses asserted
against or imposed or incurred by either party by reason of, or resulting
from, a breach of any representation, warranty, covenant, condition or
agreement of the other party to this Agreement.
N. No Third Part Beneficiary. Nothing in this Agreement, expressed or
implied, is intended to confer upon any person, other than the parties
hereto, and their successors, any rights or remedies under or by reason of
this Agreement, unless this Agreement specifically states such intent.
O. Facsimile Counterparts. If a party signs this Agreement and
transmits an electronic facsimile of the signature page to the other party,
the party who receives the transmission may rely upon the electronic
facsimile as a signed original of this Agreement.
IN WITNESS WHEREOF, the parties have executed this Agreement on the
date herein above written.
CONSULTANT: CLIENT:
TERRY S. KLEIN JUNIPER GROUP, INC.
/s/ Terry S. Klein /s/ Vlado P. Hreljanovic
- ------------------------- ------------------------
Terry S. Klein Vlado P. Hreljanovic
Chairman of the Board
CEO & President
<PAGE>
Exhibit 5.1
-----------
Juniper Group, Inc.
111 Great Neck Road
Great Neck, NY 11021
Re: Registration Statement on Form S-8 Relating to 1,090,000 Shares of Common
Stock, Par Value $. 001 Per Share, of Juniper Group, Inc. Issuable under an
Agreement for Consulting Services.
Gentlemen:
We are counsel to Juniper Group, Inc., a Nevada 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 165,000 shares (the "Shares") of the Company's common
stock, par value $. 001 per share (the "Common Stock"), issuable upon the
exercise of options granted pursuant to an Agreement for Consulting Services.
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 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 granted hereunder 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. In giving this consent, we do not hereby admit that we
are within the category of persons whose consent is required under Section 7 or
11 of the Securities Act, or the rules and regulations of the Securities and
Exchange Commission thereunder.
Very truly yours,
Snow Becker Krauss
<PAGE>
EXHIBIT 23.2
------------
GOLDSTEIN & GANZ, P.C.
Certified Public Accountants
98 Cuttermill Road, Suite 352
Great Neck, New York 11021
Board of Directors
Juniper Group, Inc.
111 Great Neck Road
Suite 604
Great Neck, New York 11021
We hereby consent to the incorporation by reference in the Registration
Statement on Form S-8, dated June ______, 1999, of Juniper Group, Inc. of our
report dated March 30, 1999, appearing on Page F-2 of Form 10-KSB for the fiscal
year ended December 31, 1998.
This consent is in connection with the Registration Statement under the
Securities Act of 1933, as amended,1,090,000 shares of Common Stock. par value
$.001 per share, of Juniper Group, Inc., issuable under two agreements for
consulting services.
GOLDSTEIN & GANZ, P.C.
Great Neck, New York
June ----, 1999
