As filed with the Securities and Exchange Commission on November 27, 1996
Registration No. 33-_____
______________________________________________________________________________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________________
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
______________________
ION LASER TECHNOLOGY, INC.
(Exact name of registrant as specified in its charter)
_________________________
Utah 87-0410364
(State or other (I.R.S. Employer
jurisdiction Identification No.)
of incorporation or
organization)
3828 South Main Street
Salt Lake City, Utah 84115
(801) 262-5555
(Address, including zip code, and telephone number, including
area code, of Registrant's principal executive offices)
1990 Stock Option Plan for Employees of
Ion Laser Technology, Inc.
and
Compensation Contracts with Consultants
(Full Title of Plans)
________________________________
Lynn B. Barney, President/CEO
Ion Laser Technology, Inc.
3828 South Main Street
Salt Lake City, Utah 84115
(801) 262-5555
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
Copies to:
Jeffrey M. Jones, Esq.
Durham, Evans, Jones & Pinegar, P.C.
50 South Main Street, Suite 850
Salt Lake City, Utah 84144
(801) 538-2424
<PAGE>
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Title of Proposed Proposed
each class maximum maximum
of securities offering aggregate
to be Amount to be price per offering Amount of
registered registered(1) unit price(2) registration fee(3)
- -------------- -------------- ------------ -------------- ------------------
<S> <C> <C> <C> <C>
Common Shares, 292,500 shares $ 1.25 $ 365,625
par value 25,000 shares $ 15.00 $ 375,000
$.0001 per 20,000 shares $ .625 $ 12,500
share, subject 100,000 shares $ 2.50 $ 250,000
to stock 25,000 shares $ 1.75 $ 43,750
options 30,000 shares $ 2.25 $ 67,500
granted to
employees
Common Shares, 62,500 shares $ 1.25 $ 78,125(2)
par value 30,000 shares $ 2.25 $ 67,500
$.0001 per
share, subject
to stock
warrants
granted to ================= ================
consultants $ 1,260,000 $ 434.48
================= ================
</TABLE>
______________________________________________________________________________
(1) This Registration Statement also covers an indeterminate number of
Common Shares that may be issuable by reason of stock splits,
stock dividends or similar transactions in accordance with Rule
416 under the Securities Act of 1933, as amended.
(2) Calculated solely for the purpose of determining the registration
fee pursuant to Rule 457(h) under the Securities Act of 1933,
based upon the prices at which the options and warrants granted
under the employee plans may be exercised.
(3) 1/29 of 1 percent of the maximum aggregate offering price,
pursuant to Section 6(b) of the Securities Act of 1933.
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The documents containing the information specified in Part I of
this Registration Statement will be sent or given to employees as
specified by Rule 428(b)(1). Such documents are not required to be and
are not filed with the Securities and Exchange Commission (the
"Commission") either as part of this Registration Statement or as
prospectuses or prospectus supplements pursuant to Rule 424. These
documents and the documents incorporated by reference in this
Registration Statement pursuant to Item 3 of Part II of this form S-8,
taken together, constitute a prospectus that meets the requirements of
Section 10(a) of the Securities Act of 1933, as amended (the "Securities
Act").
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed with the Commission by the Company
are incorporated herein by reference:
(a) The Company's Annual Report on Form 10-KSB for the fiscal
year ended March 31, 1996;
(b) Other reports of the Company filed pursuant to Section 13(a)
or 15(d) of the Exchange Act since the end of the fiscal year
covered by the Annual Report referred to in (a) above:
1. The Company's Quarterly Report on Form 10-QSB for the
quarter ended June 30, 1996.
2. The Company's Quarterly Report on Form 10-QSB for the
quarter ended September 30, 1996.
3. The Company's Current Report on Form 8-K dated April
1, 1996.
(c) Description of the class of securities of the Company to be
offered (incorporated by reference to the Registration Statement
on Form 8-A of the Company dated March 28, 1996).
All documents subsequently filed by the Company with the Commission
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior
to the filing of a post-effective amendment to this Registration Statement
which indicates that all securities offered have been sold or which
deregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference in this Registration Statement and to be a part
hereof from the date of filing of such documents.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
Sections 5.1 to 5.4 of the Company's Bylaws provide for mandatory
indemnification of the Company's directors, and for discretionary
indemnification of the Company's officers, employees, fiduciaries or
agents, subject to the Corporation's determination in each instance that
indemnification is in accordance with the standards set forth in the
Bylaws. The Corporation may purchase and maintain liability insurance
on behalf of a person who is or was a director, officer, employee,
fiduciary, or agent of the Corporation against liability asserted
against or incurred by him or her in that capacity or arising from his
or her status as a director, officer, employee, fiduciary, or agent,
whether or not the Corporation would have power to indemnify him or her
against the same liability under the provisions of the Bylaws. See
Sections 5.1 to 5.4 of the Company's Bylaws, which are incorporated
herein by reference and which qualify the foregoing summary statement.
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers or
persons controlling the Company pursuant to the foregoing provisions, or
otherwise, the Company has been informed that in the opinion of the
Commission such indemnification is against public policy as expressed in
the Act and is therefore unenforceable.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
4(a) -- 1990 Stock Option Plan for Employees of Ion Laser
Technology, Inc.
4(b) -- Form of Stock Option Agreement for the Purchase of Common
Stock of Ion Laser Technology, Inc., used in connection with
the 1990 Stock Option Plan.
4(c) -- Form of Advisory Board Agreement between the Company and
certain advisory consultants to the Company.
4(d) -- Letter Agreement dated December 30, 1994 between The Levin
Group, Inc. and the Company.
4(e) -- Form of Letter Consulting Agreement between the Company and
certain consultants.
5 -- Opinion of Durham, Evans, Jones & Pinegar, P.C.
23(a) -- Consent of Ernst & Young, LLP
23(b) -- Consent of Durham, Evans, Jones & Pinegar, P.C. (included in
the opinion filed as Exhibit 5 to this Registration
Statement).
Item 9. Undertakings.
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this registration statement:
(i) to include any prospectus required by Section 10(a)(3)
of the Securities Act of 1933;
(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,
represent 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;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply
if the information required to be included in a post-effective amendment
by those paragraphs is contained in periodic reports filed by the
Registrant pursuant to Section 13 or Section 15(d) of the Securities
Exchange Act of 1934 that are incorporated by reference 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 the time shall be deemed
to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, or
otherwise, the registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against
public policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer or controlling person of the
registrant in the successful defense of any action, suit or proceeding)
is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will,
unless in the opinion of its counsel the matter has been settled by
controlling precedent, submit to a court of appropriate jurisdiction the
question whether such indemnification by it is against public policy as
expressed in the Securities Act and will be governed by the final
adjudication of such issue.
<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 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 Salt Lake City,
State of Utah, on this 21 day of October, 1996.
ION LASER TECHNOLOGY, INC.
By /s/ Lynn B. Barney
----------------------------------
Lynn B. Barney, President & CEO
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose
signature appears below constitutes and appoints jointly and severally
Lynn B. Barney and Dean Hutchings and each one of them, his attorneys-
in-fact, each with the power of substitution, for him and in any and all
capacities, to sign any and all amendments to this Registration
Statement (including post effective amendments), and to file the same,
with exhibits thereto and other documents in connection therewith, with
the Securities and Exchange Commission, hereby ratifying and confirming
all that each of said attorneys-in-fact or his substitute or substitutes
may 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 and on the dates indicated.
Signature Title Date
/s/ Lynn B. Barney President/CEO and Director October 21,1996
- --------------------- (Principal Executive -----------------
Lynn B. Barney Officer)
/s/ Dean Hutchings Vice President, Finance October 21,1996
- --------------------- (Principal Financial -----------------
Dean Hutchings and Accounting Officer)
/s/ Richard S. Braddock Director, Chairman of the October 21,1996
- ----------------------- Board of Directors -----------------
Richard S. Braddock
_______________________ Director ___________, 1996
Andrew I. Hofmeister
/s/ David E. Neff Director October 21, 1996
- --------------------- -----------------
David E. Neff
/s/ Milton G. Adair Director October 21, 1996
- ---------------------- -------------------
Milton G. Adair
<PAGE>
EXHIBIT INDEX
Exhibits
4(a) -- 1990 Stock Option Plan for Employees of Ion Laser
Technology, Inc.
4(b) -- Form of Stock Option Agreement for the Purchase of Common
Stock of Ion Laser Technology, Inc., used in connection with
the 1990 Stock Option Plan.
4(c) -- Form of Advisory Board Agreement between the Company and
certain advisory consultants to the Company.
4(d) -- Letter Agreement dated December 30, 1994 between The Levin
Group, Inc. and the Company.
4(e) -- Form of Letter Consulting Agreement between the Company and
certain consultants.
5 -- Opinion of Durham, Evans, Jones & Pinegar, P.C.
23(a) -- Consent of Ernst & Young, LLP
23(b) -- Consent of Durham, Evans, Jones & Pinegar, P.C. (included in
the opinion filed as Exhibit 5 to this Registration
Statement).
1990 STOCK OPTION PLAN
FOR EMPLOYEES OF
ION LASER TECHNOLOGY, INC.
1. Purpose
The purpose of this Plan is to strengthen Ion Laser Technology,
Inc. (the "Company"), by providing an additional means of retaining and
attracting competent management personnel and by providing to
participating employees added incentive for high levels of performance
and for unusual efforts to increase the earnings of the Company. This
Plan seeks to accomplish these purposes and results by providing a means
whereby employees may purchase shares of the Company's Common Stock
($0.001 par value per share) (herein called "Stock") pursuant to options
which will qualify as either "incentive stock options" as defined in
Section 422A of the Internal Revenue Code of 1986, as amended (the
"Code") or nonqualified stock options.
2. Administration
This Plan shall be administered by the Board of Directors or, if
the Board of Directors may so direct and authorize, by a duly appointed
committee of not less than three (3) members of the Board of Directors
having such powers as shall be specified by the Board of Directors (the
"Committee"). (As used herein, the term "Administrator" shall refer to
either the Committee or the Board of Directors, as the case may be.) If
established by the Board of Directors, the Committee shall consist of
members appointed to one-year terms by the Board of Directors, which
may, from time to time, appoint additional members of the Committee or
remove members and appoint new members in substitution for those
previously appointed and fill vacancies however caused. A majority of
the Committee, if appointed, shall constitute a quorum and the acts of a
majority of the members present at any meeting either in person or by
telephone at which a quorum is present or connected by telephone, or
acts approved in writing by all of the members, shall be deemed the
action of the Committee. Subject to the express provisions of this
Plan, the Board of Directors shall have the authority to construe and
interpret this Plan, and to define the terms used therein, to prescribe,
amend, and rescind rules and regulations relating to the administration
of this Plan, to determine the duration and purposes of leaves of
absences which may be granted to participants without constituting a
termination of their employment for the purposes of this Plan, and to
make all other determinations necessary or advisable for the
administration of this Plan. The determination of the Board of
Directors on the matters referred to in this section shall be
conclusive. Each grant of an option under this Plan shall be subject to
the execution of an option agreement which shall contain such terms and
conditions as may be approved by the Administrator and shall be signed
by an officer of the Company and the employee to whom such option is
granted.
3. Participation
All employees (including officers) of the Company or of any
present or future parent or subsidiary corporation (as those terms are
defined in Sections 425(e) and 425(f) of the Code) shall be eligible to
participate in this Plan. A director of the Company or any such parent
or subsidiary corporation shall not be eligible to be granted an option
unless the director is also an employee of the Company or any such
parent or subsidiary corporation. Subject to the express provisions of
this Plan, the Administrator shall, in its sole discretion, select the
individuals from the eligible class to whom options may be granted, the
terms and provisions of the respective option agreements (which need not
be identical), whether each option is an incentive stock option or a
nonqualified stock option, the times at which such options shall be
granted, and the number of shares subject to each option. An employee
who has been granted an option either under this Plan or under a prior
plan of the Company, or both, may, if he is otherwise eligible, be
granted an additional option or options if the Administrator shall so
determine. Neither this Plan nor the grant of any option pursuant to
this Plan shall confer any right upon any employee to have an option or
additional options granted pursuant to this Plan. Notwithstanding any
other provisions of this Plan to the contrary, no option intended to be
an incentive stock option shall be granted to an employee who owns more
than ten percent (10%) of the total combined voting power of all classes
of stock of the Company or of any parent or subsidiary corporation of
the Company unless the option price is at least one hundred ten percent
(110%) of the fair market value of the Stock at the time the option is
granted and unless the option, by its terms is not exercisable after the
expiration of five years from the date the option is granted. The
determinations of the Administrator on the matters referred to in this
paragraph shall be conclusive.
4. Stock Subject to the Plan
Subject to adjustments as provided in Section 12 hereof, the stock
to be offered under this Plan shall be shares of the Company's Common
Stock ($0.001 par value per share) (herein called "Stock") and the
aggregate number of shares of Stock to be delivered upon the exercise of
all options granted under this Plan shall not exceed 6,000,000 shares
(subject to adjustments as provided in Section 12). The shares of Stock
subject to this Plan may be, in whole or in part, as the Board of
Directors of the Company shall from time to time determine, authorized
and unissued shares or issued shares which shall have been reacquired by
the Company. If an option granted under this Plan is surrendered or for
any other reason ceases to be exercisable in whole or in part, the
shares which were subject to such options but as to which the options
had not been exercised shall continue to be available under this Plan.
5. Option Price
The purchase price of Stock covered by each option shall be
determined by the Administrator, but shall not be less than one hundred
percent (100%) of the fair market value of such Stock on the date the
option is granted. The purchase price of any Stock purchased shall be
paid in full at the time of each such purchase. Payment for Stock
purchased by exercise, in whole or in part, of the option may be
tendered in the form of (i) cash, (ii) check, or (iii) shares of Stock
in the Company which either have been owned by the optionholder for more
than six months or were not acquired, directly or indirectly, from the
Company, or (iv) any combination thereof. Shares of Stock tendered as
full or partial payment upon the exercise of an option shall be accepted
in lieu of cash or check in an amount equivalent to the full fair market
value of such shares on the date of such exercise. For purposes of this
Plan, the fair market value of a share of Stock on any particular date
shall be the closing price for the Stock as quoted, for such date, on an
established market on which the Stock may then be trading, or, in the
event that the Stock is not traded on any established market, the fair
market value of a share of Stock shall be determined in good faith by
the Administrator in accordance with regulations of the United States
Secretary of the Treasury relating to the valuation of stock subject to
incentive stock options. The Company may, but shall not be obligated
to, make loans to any participant including officers and directors of
the Company on such terms and conditions as the Board of Directors of
the Company may determine from time to time, in an amount sufficient to
permit such participant to exercise an option granted under this Plan.
No participant shall have any right to obtain a loan from the Company in
connection with exercise of any option granted under this Plan, even if
the Company may have made such loans to any other participants.
6. Option Period
Subject to earlier termination as hereinafter provided, each
option and all rights and obligations thereunder shall expire on such
date as the Administrator may determine, provided, however, that: (i) no
option intended to be an incentive stock option shall be exercisable
after the expiration of ten years after the date such option is granted,
and (ii) no option intended to be a non-qualified stock option shall be
exercisable after the expiration of ten years and one month after the
date such option is granted.
7. Annual Limitations on Stock Subject to Incentive Options
The aggregate fair market value (determined at the time the option
is granted) of the Stock with respect to which any option is exercisable
for the first time by the grantee of such option during any calendar
year, when aggregated with the fair market value, determined as to each
option as of the time such option is or was granted, of the Stock
subject to all other incentive stock options issued to such grantee
under all plans providing for the issuance of incentive stock options
maintained by the Company and by any parent or subsidiary of the Company
which become exercisable for the first time during any calendar year,
shall not exceed $100,000.
8. Exercise of Options; Continuation of Employment
In the event that the employment of any employee to whom an option
is granted is terminated following the date of the granting of the
option and such termination is for cause on the part of such employee,
any option or options held by such employee under this Plan, to the
extent not theretofore exercised, shall forthwith terminate. For
purposes of the preceding sentence, the term "cause" shall mean proven
or admitted theft, embezzlement, misappropriation of moneys, or similar
dishonesty which constitutes a violation of the criminal statutes of the
State of Utah, the United States, or any other jurisdiction in which
such acts of dishonesty may occur. Nothing contained in this Plan (or
in any option granted pursuant to this Plan) shall confer upon any
employee any right to continue in the employ of the Company or of any
parent or subsidiary corporation of the Company or interfere in any way
with the right of the Company or any parent or subsidiary corporation of
the Company to reduce his compensation from the rate in existence at the
time of the granting of an option, but nothing contained herein or in
any option agreement shall affect any contractual rights of an employee.
An option granted under this Plan shall be exercisable, in whole
or in part, immediately in full or in installments as determined by the
Administrator. The Administrator shall also be authorized to establish
the manner and effective date of the exercise of an option.
If the holder of an option shall not in given installment period
purchase all of the shares which he is entitled to purchase in such
installment period, his right to purchase any shares not purchased in
such installment period shall continue until the expiration or sooner
termination of his option. No option or installment thereof shall be
exercisable except in respect of whole shares, and fractional share
interests shall be disregarded except that they may be carried forward
in accordance with the preceding sentence and accumulated with other
fractional interests. Not less than $250 worth of shares may be
purchased at one time unless a lesser amount is the total amount at the
time available for purchase under the option, in which case the total
option may be purchased.
9. Nontransferability of Options
An option granted under this Plan shall, by its terms, be
nontransferable by the optionholder other than by will or the laws of
descent and distribution, and shall be exercisable during his lifetime
only by him.
10. Termination of Employment
If the optionholder ceases to be employed by the Company or any
parent or subsidiary of the Company for any reason other than his death,
his option shall, subject to earlier expiration pursuant to Section 6 or
termination for cause pursuant to Section 8, expire three months
thereafter (or after such shorter period as may be provided in the
option), and during such three-month period after he ceases to be an
employee such option shall be exercisable only as to those shares with
respect to which installments, if any, had accrued as of the date of
such cessation of employment. In the case of an employee whose
employment terminates because of a disability as defined in Section
22(e)(3) of the Code, the three-month period of the foregoing sentence
shall be one year.
11. Death of Employee
If an optionholder dies while he is employed by the Company or any
parent or subsidiary of the Company, or during the three-month or
one-year period (as the case may be) referred to in Section 10 hereof,
his option shall, subject to earlier expiration pursuant to Section 6,
expire one year after the date of such death (or after such shorter
period as may be provided in the option, and during the one-year (or
shorter) period after the optionholder's death such option may, to the
extent that installments, if any, had accrued as of the date of the
Employee's death or the termination of his employment, be exercised by
the person or persons to whom the optionholder's rights under the option
shall pass by his will or by the laws of descent and distribution.
12. Adjustments Upon Changes in Capitalization
If the outstanding shares of the Company are increased, decreased,
or changed into, or exchanged for, a different number or kind of shares
or securities of the Company through reorganization, merger,
consolidation, recapitalization, reclassification, stock split-up, stock
dividend, stock consolidation, or other similar event, an appropriate
and proportionate adjustment shall be made in the number and kind of
shares or securities as to which options may be granted. A
corresponding adjustment changing the number or kind of shares or
securities and the exercise price per share allocated to unexercised
options or portions thereof, which shall have been granted prior to any
such change, shall likewise be made. Any such adjustment, however, in
an outstanding option shall be made without changing the total price
applicable to the unexercised portion of the option but by adjusting the
price for each share or security covered by the option.
Upon the dissolution and liquidation of the Company, or upon a
reorganization, merger, or consolidation of the Company (or any other
form of business combination requiring shareholder approval involving
the Company) with one or more corporations as a result of which the
Company is not the surviving corporation, or upon a sale of
substantially all of the assets of the Company to another corporation,
this Plan shall terminate with the following exceptions: (i) any option
then exercisable shall remain exercisable according to its stated terms;
and (ii) any option that could for the first time have become
exercisable based upon company performance in the then current fiscal
year shall become exercisable at the end of such fiscal year whether or
not the applicable performance criteria are met and such option shall
remain exercisable as according to its terms.
Adjustments under this section shall be made by the Administrator,
whose determination as to what adjustments shall be made, and the extent
thereof, shall be final, binding, and conclusive. No fractional shares
of stock shall be issued under the Plan on account of any such
adjustment.
13. Amendment and Termination
The Board of Directors of the Company may at any time suspend,
amend, or terminate this Plan and may, with the consent of an
optionholder, make such modifications of the terms and conditions of his
option as it shall deem advisable; provided that, except as permitted
under the provisions of Section 12 hereof, without further approval by
the vote of the holders of a majority of the Company's outstanding
shares having voting power, no amendment or modification may be adopted
which would:
(a) increase the aggregate number of shares as to which
options may be granted under this Plan;
(b) change the minimum option price;
(c) increase the maximum term of options provided for
herein; and
(d) permit the granting of options to anyone other than an
employee of the Company or a parent or subsidiary of the Company.
No option may be granted during any suspension or after any
termination of this Plan. The amendment, suspension, or termination of
this Plan shall not, without the consent of the optionholder, alter or
impair any rights or obligations under any option theretofore granted
under this Plan.
14. Time of Granting of Options
The granting of an option pursuant to this Plan shall take place
at the time of the Administrator's action, as described in Section 3
hereof; provided, however, that if the appropriate resolutions of the
Administrator indicate that an option is to be granted as of and at some
future date, the date of grant shall be such future date. In the event
action by the Administrator is taken by unanimous written consent of the
members of the Board of Directors or of the Committee, the action of the
Administrator shall be deemed to be at the time the last such member
signs the consent.
15. Privilege of Stock Ownership; Purchaser for Investment
The holder of an option shall not be entitled to the rights and
privileges of ownership as to any shares of Stock not actually issued
and delivered to him. Upon the exercise of an option at a time when
there is not in effect under the Securities Act of 1933, as amended, a
registration statement relating to the Stock issuable upon exercise of
the option and available for delivery to him a prospectus meeting the
requirements of Section 10(a)(3) of said Act, the optionholder shall
represent and warrant in writing to the Company that the Stock purchased
is being acquired for investment and not with a view to the distribution
thereof. No shares shall be purchased upon the exercise of any option
unless and until there is full compliance with any then applicable
requirements of the United States Securities and Exchange commission,
the state(s) having jurisdiction (and other regulatory agencies having
jurisdiction) and of any exchanges upon which Stock of the company may
be listed or regulatory bodies governing trading over the counter.
16. Effective Date of the Plan
This Plan shall be effective upon adoption thereof by the Board of
Directors of the Company. The Plan shall be submitted for approval by
the vote of the holders of a majority of the Company's outstanding
shares entitled to vote thereon or the unanimous consent of the holders
of the Company's outstanding shares entitled to vote thereon, such vote
or consent to be obtained within twelve months before or after adoption
of the Plan by the Board of Directors in order to meet the requirements
of Section 422A(b)(1) of the Code. Any option granted pursuant to this
Plan prior to approval of this Plan by the shareholders as provided in
this Section 16 shall be expressly conditioned upon the obtaining of
such approval and, if such approval is not obtained, any such option
shall be void and of no effect, as if such option had never been
granted.
17. Termination
Unless previously terminated by the Board of Directors, this Plan
shall terminate ten years after the earlier of the date of its adoption
by the Board of Directors or its approval by the shareholders of the
company, and no options shall be granted under it thereafter, but such
termination shall not affect any option theretofore granted. In the
event that the holders of the company's outstanding shares do not
approve this Plan as provided in Section 16 hereof, this Plan shall
automatically terminate without any further action by the Board of
Directors of the Company and all options theretofore granted pursuant to
this Plan shall be void and of no effect.
Option No. ________ Option to Purchase
______ shares
STOCK OPTION AGREEMENT
THIS AGREEMENT made as of the ________ day of
______________________, 199_____, between Ion Laser Technology, Inc., a
Utah corporation (the "Company") and _____________________________ (the
"Employee"),
W I T N E S S E T H:
WHEREAS, the Board of Directors of the Company has approved the
issuance of stock options to employees for the purpose of encouraging
employees to improve the Company's productivity and financial strength,
thereby increasing the value of the Company; and
WHEREAS, the Board of Directors of the Company has determined to
grant to the Employee the Option herein provided for;
NOW, THEREFORE, in consideration of the mutual promises contained
herein:
1. Grant of the Option. The Company hereby grants to Employee,
and Employee hereby accepts from the Company, the right and option to
purchase _____ shares (the "Optioned Shares") of its Common Stock
($0.001 par value) (the "Stock") at a price of $___________ per share,
being an amount not less than the fair market value of the Stock on the
date hereof, in accordance with the terms and conditions contained
herein.
2. Option Term. The term of the Option hereby granted shall be
for a period of ten years and 1 month from the date of this Agreement,
or ___________ months from the date the Option becomes exercisable,
whichever time period shall terminate first, subject to earlier
termination as herein provided.
3. Exercise of Option.
a. Vesting Schedule. Employee's right to exercise the
options granted hereunder shall be subject to the following vesting
schedule:
Options to purchase__________ shares of the total number
granted shall be exercisable beginning April 26, 1996;
Options to purchase___________shares of the total number
granted shall be exercisable beginning April 26, 1997;
Options to purchase___________shares of the total number
granted shall be exercisable beginning April 26, 1998;
Options to purchase___________shares of the total number
granted shall be exercisable beginning April 26, 1999;
Options to purchase___________shares of the total number
granted shall be exercisable beginning April 26, 2000.
To the extent Employee does not in any year purchase all or any portion
of the shares Employee is entitled to purchase, Employee has the
cumulative right thereafter to purchase any shares not so purchased, and
such right shall continue until the Option terminates. When the Option
terminates for any reason, no additional shares may be purchased under
this Option.
b. Notice of Exercise and Payment. The Employee, from
time to time during the option period, may purchase shares of Stock to
the extent the Option hereby granted is then exercisable, in whole or in
part, by (i) delivering to the Company a written notice duly signed by
the Employee stating the number of shares that the Employee has elected
to purchase at that time, and (ii) paying or causing to be paid the full
purchase price of the shares then to be purchased in the form of cash,
check, previously acquired shares of Stock of the Company (providing
such use does not violate federal or state securities laws), or any
combination thereof. Shares of Stock tendered as full or partial
payment upon the exercise of an Option shall be accepted in lieu of cash
or check in an amount equivalent to the full fair market value of such
shares on the date of such exercise. No shares shall be issued until
full payment therefore has been made and the Employee shall have none of
the rights of a shareholder in respect of such shares until they are
issued to him.
c. Partial Exercise. If the Employee shall not, at any
particular time of exercise, purchase all of the shares which he is
entitled to purchase at such time, the right to purchase any shares not
then purchased shall continue until the expiration or sooner termination
of the Option granted hereby. This Option shall be exercisable only in
respect of whole shares, and fractional share interests shall be
disregarded except that they may be carried forward in accordance with
the next preceding sentence and accumulated with other fractional
interests. Not less than $250 worth of shares may be purchased at one
time unless a lesser amount is the total amount at the time available
for purchase under the Option, in which case the total Option may be
purchased.
4. Continuation of Employment. In the event that the Employee
is terminated following the grant of this Option and such termination is
for cause on the part of the Employee, this Option, to the extent not
theretofore exercised, shall forthwith terminate. For purposes of the
preceding sentence, the term "cause" shall mean proven or admitted
theft, embezzlement, misappropriation of moneys, or similar dishonesty
which constitutes a violation of the criminal statutes of the State of
Utah, the United States, or any other jurisdiction in which such acts of
dishonesty may occur. Nothing contained in this Agreement shall confer
upon the Employee any right to continue in the employ of the Company or
of any parent or subsidiary corporation of the Company, or interfere in
any way with the right of the Company or any parent or subsidiary
corporation of the Company to establish his rate of compensation at any
time, but nothing contained herein shall affect any other contractual
rights existing between the Employee and the Company.
5. Nontransferability. The Option hereby granted shall not be
transferable by the Employee other than by will or the laws of descent
and distribution, and shall be exercisable during the Employee's
lifetime only by him.
6. Termination of Employment. If the Employee ceases to be
employed by the Company or any parent or subsidiary of the Company for
any reason other than his death, this Option shall, subject to earlier
lapse, expiration, or termination pursuant to Sections 2 or 4 of this
Agreement, expire three months thereafter, and during such period after
Employee ceases to be an employee, this Option shall be exercisable only
as to those shares as to which the Option was exercisable as of the date
of such cessation of employment. Employee specifically agrees to hold
the Company harmless of any damages perceived to have occurred to
Employee by virtue of the provisions of this paragraph, regardless of
the circumstances whatsoever surrounding the termination of Employee's
employment. In the event that the Employee's termination is the result
of a disability as defined in Section 105(d)(4) of the Internal Revenue
Code of 1954, as amended, the three-month period of the foregoing
sentence shall be one year.
7. Death of Employee. If the Employee dies while he is
employed by the Company or any parent or subsidiary of the Company, or
during the three-month or one-year (as the case may be) period referred
to in Section 6 of this Agreement, the Option granted hereby shall,
subject to the earlier lapse, expiration, or termination pursuant to
Sections 2 or 4 of this Agreement, expire one year after the date of
such death, in which case the Option may be exercised pursuant to the
provisions herein by the person or persons to whom the Employee's rights
under the Options shall pass by his will or by the applicable laws of
descent and distribution.
8. Adjustments Upon Changes in Capitalization. If the
outstanding shares of stock of the Company are increased, decreased, or
changed into, or exchanged for, a different number or kind of shares or
securities of the Company through reorganization, merger,
recapitalization, reclassification, stock splitup, stock dividend, stock
consolidation, or other similar event, an appropriate and proportionate
adjustment shall be made in the number and kind of shares or securities
as to which the Option granted hereby, or portion thereof remaining
unexercised, may be exercised. Any such adjustment, however, shall be
made without changing the total price applicable to the unexercised
portion of the Option but by adjusting the price for each share or
security covered by the Option.
Upon the dissolution and liquidation of the Company or upon a
reorganization, merger, or consolidation and/or acquisition of the
Company or any other form of business combination requiring shareholder
approval involving the Company with one or more corporations as a result
of which the Company is not the surviving corporation, or upon a sale of
substantially all of the assets of the Company to another corporation,
the Option granted hereby shall terminate, except if the Option is then
exercisable, it shall remain exercisable pursuant to the terms hereof.
Adjustments under this Section shall be made by the Board of
Directors of the Company or the Committee, whose determination shall be
final, binding, and conclusive. No fractional shares of stock shall be
issued on account of any such adjustment.
9. Purchase for Investment. As a condition to the exercise in
whole or in part of the Option hereby granted, each written notice of
election shall include a representation and warranty in writing to the
Company that the Stock purchased is being acquired for investment and
not with a view to the distribution or resale thereof, unless, at the
time the Option is exercised, in whole or in part, there is in effect
under the Securities Act of 1933 a Registration Statement relating to
the stock issuable upon exercise of this Option and available for
delivery to the Employee a prospectus meeting the requirements of
Section 10(a)(3) of said Act. No Stock shall be purchased upon the
exercise of the Option granted hereby unless and until any then
applicable requirements of the United States Securities and Exchange
Commission, the state(s) having jurisdiction, (and other regulatory
agencies having jurisdiction) and of any exchanges upon which stock of
the Company may be listed or regulatory bodies governing trading
over the counter shall have been fully complied with.
10. Transfer Taxes. The Company shall at all times during the
term of the Option hereby granted reserve and keep available such number
of shares of Stock as will be sufficient to satisfy the requirements of
this Agreement, and shall pay all original issue and transfer taxes with
respect to the issue and transfer of shares pursuant hereto and all
other fees and expenses necessarily incurred by the Company in
connection therewith.
11. Notices. Any notice to be given by the Employee hereunder
shall be sent to the Company at its offices at 3828 South Main, Salt
Lake City, Utah 84115. Any notice from the Company to the Employee
shall be sent to the Employee at_____________________________________
______________________, or his then current place of employment within
the Company. Either party may change the address to which notices are
to be sent by notice in writing given to the other in accordance with
the terms hereof.
12. Fair Market Value of Stock. For purposes of this Agreement,
the fair market value of Stock on any particular date shall be (i) the
closing bid price for the Stock as quoted on the NASDAQ quotation
service of the National Association of Securities Dealers, Inc., or (ii)
the closing sales price for the Stock as quoted on any national
securities exchange, for the immediately preceding day for which such
quotations were made, or if price information for the Stock is not
quoted on the NASDAQ quotation service or on a national securities
exchange, the fair market value of the Stock shall be as determined in
good faith in accordance with regulations of the United States Secretary
of the Treasury relating to the valuation of stock subject to incentive
stock options.
IN WITNESS WHEREOF, the parties have executed this Agreement
effective as of the day and year first above written.
ION LASER TECHNOLOGY, INC. EMPLOYEE
By:___________________________ _____________________________________
Title: ______________________________ Printed Name:________________________
ADVISORY BOARD AGREEMENT
This agreement is made as of [Date], by and between Ion Laser
Technology, Inc. (ILT) (also doing business as ILT Systems) and[Advisory
Board Member] (Advisor) with reference to the following facts:
ILT has developed dental laser products and Advisor desires to
participate as a member of the ILT Dental Advisory Board upon the terms
and conditions set forth below.
Now, therefore, in consideration of the mutual agreements
contained, the parties agree as follows:
1. Appointment as Advisor. ILT appoints Advisor and Advisor accepts
such appointment as an independent advisor in connection with the
ILT's development and marketing of laser and related products for
the dental market.
2. Term of Agreement. The term of this agreement shall be for a
period of two years from its execution date unless otherwise
terminated by either party.
3. Payment of Advisor. As sole compensation to advisor for services
rendered to ILT, ILT shall grant to Advisor stock options in ILT
as follows: Options for _______ shares shall be granted with the
execution of this agreement, and options for __________ shares at
each ________ month anniversary from the effective date of this
Agreement that the Advisor continues to perform services for ILT
for a total of _______ years. In order to be granted the option,
Advisor must still be serving in an Advisory capacity to ILT at
each anniversary date. Should the agreement be terminated by
either party prior to any anniversary date, no options shall be
awarded for that period. All prior options granted shall be owned
by Advisor and may be exercised at any time prior to expiration.
ILT shall also reimburse Advisor for any out-of-pocket expenses
incurred by Advisor at the request of ILT. Any such expenses
shall be approved by ILT in advance.
a. Option Price and Exercise Information. The options shall be
granted at $_______ per share and may be exercised at any
time prior to _______ years from the date of the grant by
notifying ILT in writing of the intent to exercise and
delivering to ILT the amount of the exercise price. Should
Advisor terminate his services prior to the ___-year term of
this agreement, earned options shall have an expiration date
of twelve months from the grant date or three months from
the date of termination whichever is less.
b. Loan of Equipment. ILT may allow Advisor the use of laser
equipment from time-to-time in order to receive evaluations
on products from Advisor. The time of use shall be
determined based on availability of equipment and the
evaluation(s) requested. Said equipment shall be the
property of ILT, but may be purchased by Advisor, if
available for purchase, at a price of __% of retail or as
otherwise negotiated. Advisor agrees to use the equipment
within the parameters of the indicated uses and according to
the equipment's operating instructions.
4. Use of Name, Likeness. ILT may use the Advisory Board and/or its
members in scientific programs or promotional materials prepared
by the company for its laser products during the term of this
agreement and to the extent that advertisements cannot be canceled
as of the termination of this agreement.
5. Confidentiality. This agreement shall be confidential between
Advisor and ILT and shall not be disclosed without the permission
of either party to the other. In addition, as a participating
member of the Advisory Council, Advisor will be given certain
information concerning products and technology currently in
development by ILT. Advisor concurrently with the execution of
this agreement, agrees to execute a Confidentiality Agreement with
ILT to allow the free flow of proprietary information to Advisor
from ILT.
6. Competitive Activities. Advisor will not during the term of this
Agreement and for a period of one year thereafter, directly or
indirectly engage or participate in or provide services to any
dental laser company competing with ILT.
7. Relationship of Parties. Advisor is an independent contractor and
is not an agent or employee of ILT and has no power or authority
to bind ILT by contract or otherwise. Advisor shall perform
services for ILT, but will determine at his/her sole discretion
the manner and means by which services are accomplished, subject
to the requirement that, at all times, Advisor shall comply with
applicable law.
8. Advisor will indemnify ILT and hold it harmless against all
claims, damages, losses, and expenses (including reasonable
attorney's fees) arising out of or resulting from any breach of
this Agreement or negligent act or omission or willful conduct by
Advisor in the performance of services.
9. Termination. Either party may terminate this agreement in the
event of breach by the other party. In addition, ILT may
terminate this agreement for any reason by written notice to
Advisor.
10. Limitation of Liability. IN NO EVENT SHALL ILT BE LIABLE FOR ANY
SPECIAL, INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES OF ANY KIND
IN CONNECTION WITH THIS AGREEMENT, EVEN IF THE COMPANY HAS BEEN
INFORMED IN ADVANCE OF THE POSSIBILITY OF SUCH DAMAGES.
11. Advisor may not assign his rights under this Agreement either in
whole or in part without the written consent of ILT. This
Agreement will be governed by and construed in accordance to the
laws of the state of Utah. If any provision of this agreement is
determined to be unenforceable, the remainder of this Agreement
shall remain in full force and effect. Any notices under this
Agreement shall be sent by certified or registered mail, return
receipt requested, to the address specified below. This document
along with the Confidentiality Agreement constitutes the entire
agreement between the parties and superseded all other
understandings with respect to the subject matter. Modification
or amendment to this Agreement or any provision thereof, shall be
effective only if in writing and signed by the parties.
IN WITNESS WHEREOF, the parties have signed this Advisory
Agreement as of the effective date.
COMPANY: Ion Laser Technology, Inc. ADVISOR:
By:________________________________ __________________________________
(Signature)
Title:___________________________ Fed Tax ID No.________________
3828 South Main Street Address:
Salt Lake City, Utah 84115 ______________________________
Phone: (801) 262-5555 ______________________________
Phone: _______________________
THE LEVIN GROUP, INC.
Marketing and Management Specialists
Dr. Roger P. Levin, M.B.A. (410) 486-1089
President FAX (410) 484-9229
DATE: December 20, 1994
--------------------
COMPANY NAME: ION Laser Technology
---------------------------
ADDRESS: 3828 S. Main Street
---------------------------
CITY, STATE, ZIP: Salt Lake City, UT 84115
---------------------------
ATTENTION: Mr. Lynn Barney
---------------------------
Re: The Levin Group Services
Dear Mr. Barney,
This letter agreement ("Letter") sets forth the terms and
conditions between ION Laser Technology ("ILT") and The Levin Group,
Inc. ("TLG") with respect to certain services and editorial materials to
be provided by TLG regarding the preparation of (a) a laser
implementation guide, (b) six one page marketing sheets, (c) education
of professionals throughout the United States, and (d) one of certain
services to be provided by TLG to ILT as described below.
1. TLG Responsibilities.
(a) Laser Implementation Guide. TLG shall be responsible
for all aspects of preparing and editing a ten to twenty double spaced
typed manuscript on the subject of the implementation of laser dentistry
in the dental practice. TLG will provide this laser implementation
guide to ILT in manuscript form ready for printing and publication.
Each section shall be approximately two to four pages typewritten in
length. The subject matter shall be determined by TLG in cooperation
with ILT. TLG shall deliver the sections to ILT at such times during
the term of this letter that is mutually agreeable to ILT and TLG.
(b) Six one page marketing sheets. TLG will be
responsible for preparing and editing six one page marketing factsheets
to be provided to purchasers of ILT lasers. This may also take the form
of a booklet on laser marketing and will be determined by TLG in
cooperation with ILT. The final materials will be provided to ILT in
manuscript form ready for printing and publication.
600 Reisterstown Road * Suite 508 * Baltimore, Maryland 21208
<PAGE>
(c) Education of Professionals Throughout the United
States. TLG shall make its president, Roger P. Levin, D.D.S., M.B.A.
available to educate audiences throughout the United States
approximately ninety days a year about the benefits of ILT laser
products. This education will be within the constraints of any
agreements between TLG and a seminar hosting organization. The content
of the education shall be determined by TLG with input from ILT.
(d) One day of certain services to be provided by TLG to
ILT. During the term of this letter, TLG will makes is President,
Robert P. Levin, D.D.S., M.B.A., available to ILT to provide certain
services for one business day at a mutually agreeable time and location.
These services will not include conducting sales training or seminars.
2. No Changes. Once the final written materials are delivered
to ILT, ILT shall only have the right to modify and/or edit such
materials upon prior written approval of TLG on those materials
indicating the name of Dr. Roger P. Levin, M.B.A. as either author or
editor.
3. Term. The term of this Letter shall be one (1) year
commencing January 10, 1995.
4. Compensation. ILT agrees to pay TLG $12,000 for the
services and materials to be provided by TLG to ILT pursuant to this
Letter. ILT shall also issue TLG 7500 shares of ILT stock. This
compensation shall be paid to TLG in the following manner:
(a) $1,000.00 on or before February 10, 1995;
(b) $1,000.00 on or before March 10, 1995;
(c) $1,000.00 on or before April 10, 1995;
(d) $1,000.00 on or before May 10, 1995;
(e) $1,000.00 on or before June 10, 1995;
(f) $1,000.00 on or before July 10, 1995;
(g) $1,000.00 on or before August 10, 1995;
(h) $1,000.00 on or before September 10, 1995;
(i) $1,000.00 on or before October 10, 1995;
(j) $1,000.00 on or before November 10, 1995;
(k) $1,000.00 on or before December 10, 1995; and
(l) $1,000.00 on or before January 10, 1996.
ILT shall issue stock options on 7500 shares of stock to TLG by February
10, 1995.
5. Expenses. TLG shall pay all of its own expenses in
connection with its services to be performed and materials to be
provided hereunder, except ILT shall pay all materials to be provided
hereunder. ILT shall pay all other expenses including printing,
copying, publishing, marketing, delivering, and mailing of all written
materials.
6. Copyright. TLG shall assign to ILT all copyrights to the
written materials upon final payment to TLG by ILT as provided herein.
7. Format. Any written materials distributed by ILT which
refer to TLG and/or Roger P. Levin, D.D.S., M.B.A. shall have such
format, layout, content, color, title and other features as is mutually
agreeable to ILT and TLG.
8. Liaison Representative. ILT appoints Mr. Lynn Barney as
liaison representative, who shall have full power and authority to act
on behalf of ILT and be the individual responsible to work with TLG in
connection with the preparation of the edited manuscripts of the written
materials. The liaison representative shall work directly with TLG on a
regular basis, be readily available to TLG at all reasonable times and
be responsible for ILT technical and policy decisions during the
drafting, preparation and editing of the written materials, as well as
the services to be provided by TLG pursuant to this Letter.
9. Editor/Copies. ILT agrees to supply TLG with 30 copies of
all final written materials produced as part of this agreement.
10. Miscellaneous. This Letter contains the entire agreement
between the parties hereto and may only be amended or modified by a
written signed agreement by all parties hereto; any notices, approvals,
and consents sent or required in connection with this Letter shall be in
writing and addressed to each party at the address set forth herein by
deposing the same in the U.S. Mail, postage prepaid, by certified mail,
return receipt requested; and this Letter shall be governed by and
construed in accordance with the laws of Maryland.
If the terms and conditions of this Letter are agreeable to ILT,
please have a copy of this Letter signed and returned on behalf of ILT
in the space provided below and return it to the undersigned no later
than January 10, 1995. ILT will forward a check for the January 10,
1995 payment on or before January 10, 1995.
Sincerely yours,
THE LEVIN GROUP, INC.
By:_________________________________
Dr. Roger P. Levin, M.B.A.
President
AGREED AND ACCEPTED
this 30th day of January, 1995
ION Laser Technology
___________________________________
Lynn Barney, President
[Ion Laser Technology, Inc. Letterhead]
[Date]
[Name]
[Address]
[Address]
RE: Consulting Services to ILT
Dear [Name]:
This letter confirms your authorization to act as a consultant to
Ion Laser Technology, Inc. ("ILT") concerning [area of consulting
expertise]. You have previously consulted with ILT regarding [area of
consulting expertise]. It is anticipated that you will continue to do
so in the future.
For the various professional consulting services described above
rendered to ILT by you, the Board of Directors of ILT has authorized the
issuance of ___________ warrants valued at $_______ per warrant.
Warrant rights are valid until ____________, 19__ and allow the holder
thereof to acquire one share of common stock of ILT at $_______ per
share for each warrant issued. Proper documentation will follow,
reflecting the authorized issuance of these warrants.
You agree that exercise of the Warrants is subject to the opinion
of ILT"s securities counsel that delivery of the Warrants and exercise
thereof would not constitute a violation of any applicable law or
regulation nor would it in any way jeopardize the availability of an
exemption from registration requirement of the Securities Act of 1933,
as amended, or any state securities regulation.
We appreciate you interest and continued support of ILT.
Sincerely,
____________________________________________
Lynn B. Barney
Agreed to: ________________________________________
[Name]
DURHAM, EVANS, JONES & PINEGAR, P.C.
50 South Main Street, Suite 850
Salt Lake City, Utah 84144
November 27, 1996
Ion Laser Technology, Inc.
Attn. Board of Directors
3828 South Main Street
Salt Lake City, Utah 84115
Re: Registration Statement on Form S-8 relating to 1990 Stock
Option Plan for Employees of Ion Laser Technology, Inc. and
Compensation Contracts with Consultants(collectively the
"Plans")
Dear Sirs:
We have acted as counsel for Ion Laser Technology, Inc., a Utah
corporation (the "Company"), in connection with the registration under
the Securities Act of 1933, as amended (the "Act"), of an aggregate of
585,000 shares of the Company's Common Stock, par value $.0001 (the
"Shares"), to be issued in accordance with the terms of the Plans.
In connection with the foregoing, we have examined originals or
copies, certified or otherwise authenticated to our satisfaction, of
such corporate records of the Company and other instruments and
documents as we have deemed necessary to require as a basis for the
opinion hereinafter expressed.
Based upon the foregoing and in reliance thereon, it is our
opinion that the Shares described in the above-referenced Registration
Statement, when issued pursuant to the terms of the Plans, will be
validly issued, fully paid and non-assessable.
We consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to our firm in the
Registration statement and the prospectus to be delivered thereunder.
In giving this consent, we do not thereby admit that we come within the
category of persons whose consent is required under Section 7 of the Act
or the rules and regulations of the Securities and Exchange Commission
promulgated thereunder.
Sincerely,
DURHAM, EVANS, JONES & PINEGAR, P.C.
/s/ DURHAM, EVANS, JONES & PINEGAR
----------------------------------
Consent of Independent Auditors
We consent to the incorporation by reference in the Registration
Statement (Form S-8) pertaining to the 1990 Stock Option Plan for
Employees of Ion Laser Technology, Inc. and Compensation Contracts
with Consultants of Ion Laser Technology, Inc., of our report dated
June 28, 1996, with respect to the consolidated financial statements
of Ion Laser Technology, Inc. included in its Annual Report (Form 10-KSB)
for the year ended March 31, 1996, filed with the Securities and Exchange
Commission.
/s/ Ernst & Young LLP
November 27, 1996
Salt Lake City, Utah
