<PAGE>
Registration No. 33-_________
As filed with the Securities and Exchange Commission on June 14, 1996
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington D. C. 20549
______________________
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
______________________
SARGENT, INC.
(Exact name of registrant as specified in its charter)
Delaware 84-1215959
(State or other -------------------------
jurisdiction of (I.R.S. Employer
incorporation or Identification Number)
organization)
5901 West Olympic Boulevard
Suite 109
Los Angeles, California 90036
(213) 935-5700
(Address, including zip code, and telephone number,
including area code, or registrant's principal executive offices)
-----------------------------------------------------------------
1996 SARGENT, INC.
STOCK OPTION PLAN
-----------------
(Full title of plan)
Victor Gura, M.D.
President
Sargent, Inc.
5901 West Olympic Boulevard
Suite 109
Los Angeles, California 90036
(213) 935-5700
(Name and address, including zip code, and telephone
number, including area code, of agent for service)
--------------------------------------------------
Copies to:
Matthias & Berg
515 South Flower Street
Seventh Floor
Los Angeles, California 90071
Attn: Jeffrey P. Berg, Esq.
Phone (213) 895-4200
Fax (213) 895-4058
<PAGE>
(REGISTRATION STATEMENT COVER PAGE CONTINUED)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------------
Title of Each Class of Amount to be Proposed Maximum Proposed Amount of
Securities to be Registered Registered(1) Offering Price per Maximum Registration
Share(1) Aggregate Fee
Offering
Price(1)
- ----------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, par value
$0.01 per share(2) 1,000,000 $1.00 $1,000,000 $344.80
- ----------------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------------
</TABLE>
__________________________________
(1) Estimated solely for the purpose of calculating the registration fee.
(2) The shares registered pursuant to this Registration Statement are available
for grant as of the date of this Registration Statement under the Company's
1996 Stock Option Plan and available for issuance pursuant to certain stock
option agreements which are attached as exhibits to this Registration
Statement.
(3) Pursuant to General Instruction E, the registration fee paid in connection
herewith is based on the maximum aggregate price at which securities
covered by this registration statement are Proposed to be offered.
<PAGE>
PART I. INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
ITEM 1: PLAN INFORMATION.
The information required by Part I is included in documents to be sent or
given to the participants.
ITEM 2: REGISTRATION INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.
Upon written or oral request, Sargent, Inc., a Delaware corporation (the
"Registrant") will provide, without charge, a copy of all documents incorporated
by reference in Item 3 of Part II of this Registration Statement, which are
incorporated by reference in the Section 10(a) Prospectus, and all other
documents required to be delivered to employees pursuant to Rule 428(b)
promulgated under the Securities Act of 1933, as amended (the "Securities Act").
All requests should be made to Sargent, Inc., Victor Gura, M.D., President, 5901
West Olympic Boulevard, Suite 109, Los Angeles, California 90036, tel no. (213)
935-5700.
PART II: INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3: INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents, which are on file with the Securities and Exchange
Commission (the "Commission"), are incorporated in this Registration Statement
by reference:
(a) Annual Report on Form 10-KSB for the Fiscal Year Ended July 31, 1995.
(b) Quarterly Report on Form 10-QSB for the Quarterly Period Ended October
31, 1995.
(c) Quarterly Report on Form 10-QSB for the Quarterly Period Ended January
31, 1996.
(d) Current Report on Form 8-K dated May 24, 1996.
(e) The description of the Common Stock which is contained in the
registration statements filed under the Securities and Exchange Act of
1934, as amended (the "Exchange Act"), including any amendment or
report filed for the purpose of updating such description.
All documents filed by the Registrant pursuant to Section 13(a), 14 and
15(d) of the Exchange Act prior to the filing of a post-effective amendment
which indicates that all shares offered hereby have been sold or which
deregisters all shares then remaining unsold, shall be deemed to be incorporated
in this Registration Statement by reference and to be a part hereof from the
date of filing of such documents.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Of the 1,000,000 shares of Common Stock being registered in connection with
this Registration Statement, 174,739 shares are being registered on behalf of
Matthias & Berg LLP, counsel to the Registrant, which has issued the opinion
filed herewith as Exhibit 5.1 to this Registration Statement.
2
<PAGE>
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Registrant's Certificate of Incorporation generally provide for the
maximum indemnification of a corporation's officers and directors as permitted
by law in the State of Delaware. Delaware law empowers a corporation to
indemnify any person who was or is a party or who is threatened to be made a
party to any threatened, pending, or completed action, suit or proceeding,
whether civil, criminal, administrative or investigative, except in the case of
an action by or in the right of the corporation, by reason of the fact that he
or she is or was a director, officer, employee or agent of the corporation or is
or was serving at the request of the corporation as a director, officer,
employee or agent of another corporation or other enterprise. Depending on the
character of the proceeding, a corporation may indemnify against expenses
(including attorney's fees), judgments, fines and amounts paid in settlement
actually and reasonably incurred in connection with such action, suit or
proceeding if the person indemnified acted in good faith and in a manner he or
she reasonably believed to be in or not opposed to the best interests of the
corporation, and with respect to any criminal action or proceedings, had no
reasonable cause to believe his or her conduct was unlawful.
A corporation may indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action or
suit by or in the right of the corporation to procure a judgment in its favor by
reason of the fact that he or she is or was a director, officer, employee or
agent of the corporation, or is or was serving at the request of the corporation
as a director, officer, employee or agent of another corporation or other
enterprise, against expenses, including amounts paid in settlement and
attorney's fees actually and reasonably incurred by him or her in connection
with the defense or settlement of the action or suit if he or she acted in good
faith and in a manner which he or she reasonably believed to be in or not
opposed to the best interests of the corporation. Indemnification may not be
made for any claim, issue or matter as to which such a person has been adjudged
by a court of competent jurisdiction, after exhaustion of all appeals therefrom,
to be liable to the corporation or for amounts paid in settlement to the
corporation unless and only to the extent that the court in which the action or
suit was brought or other court of competent jurisdiction determines upon
application that in view of all the circumstances of the case, the person is
fairly and reasonably entitled to indemnity for such expenses as the court deems
proper.
To the extent that a director, officer, employee or agent of a corporation
has been successful on the merits or otherwise in defense of any action, suit or
proceeding referred to above, or in defense of any claim, issue or matter
therein, he or she must be indemnified by the corporation against expenses,
including attorney's fees, actually and reasonably incurred by him in connection
with the defense. Any indemnification under this section, unless ordered by a
court or advanced pursuant to this section, must be made by the corporation only
as authorized in the specific case upon a determination that indemnification of
the director, officer, employee or agent is proper in the circumstances. The
determination must be made: (a) by the stockholders; (b) by the board of
directors by majority vote of a quorum consisting of directors who were not
parties to the action, suit or proceeding; (c) if a majority vote of a quorum
consisting of directors who were not parties to the action, suit or proceeding
so orders, by independent legal counsel in a written opinion; or (d) if a quorum
consisting of directors who were not parties to the action, suit or proceeding
cannot be obtained, by independent legal counsel in a written opinion.
The certificate of incorporation, the bylaws or an agreement made by the
corporation may provide that the expenses of officers and directors incurred in
defending a civil or criminal action, suit or proceeding must be paid by the
corporation as they are incurred and in advance of the final disposition of the
action, suit or proceeding upon receipt of an undertaking by or on behalf of the
director or officer to repay the amount if it is ultimately determined by a
court of competent jurisdiction that he or she is not entitled to be indemnified
by the corporation. The provisions of this section do not affect any rights to
advancement of expenses to which corporate personnel other than directors or
officers may be entitled under any contract or otherwise by law.
3
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The indemnification and advancement of expenses authorized in or ordered by
a court pursuant to this section: (a) does not exclude any other rights to which
a person seeking indemnification or advancement of expenses may be entitled
under the articles of incorporation or any bylaw, agreement, vote of
stockholders or disinterested directors or otherwise, for either an action in
his or her official capacity or an action in another capacity while holding his
or her office, except that indemnification, unless ordered by a court pursuant
to this section or for the advancement of any director or officer if a final
adjudication establishes that his or her acts or omissions involved intentional
misconduct, fraud or a knowing violation of the law and was material to the
cause of action; and (b) continues for a person who has ceased to be a director,
officer, employee or agent and inures to the benefit of the heirs, executors and
administrators of such a person.
ITEM 8: EXHIBITS
4.1 1996 Stock Option Plan
4.2 Stock Option Agreement between the Registrant and Worldwide Corporate
Finance dated May 12, 1996
4.3 Stock Option Agreement between the Registrant and Matthias & Berg LLP dated
May 12, 1996
5.1 Opinion of Matthias & Berg LLP
24.1 Consent of Matthias & Berg LLP (included in Exhibits 5.1)
24.2 Consent of Singer, Lewak, Greenbaum & Goldstein LLP
24.3 Consent of Ehrhardt Keefe Steiner & Hottman PC
__________________________________
ITEM 9: UNDERTAKINGS
The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this Registration Statement:
(i) To include any prospectus required by Section 10(a) (3) of
the Securities Act;
(ii) To reflect in the prospectus any facts or events which,
individually or together, represent a fundamental change in the information in
the Registration Statement;
(iii) To include any additional or changed material information on
the plan of distribution;
PROVIDED, HOWEVER, that paragraphs (1)(i) and (1)(ii) above do not
apply if the Registration Statement is on From S-3 or Form S-8, and the
information required to be included in a post-effective amendment by those
paragraphs is incorporated by reference from periodic reports filed by the
Registrant under the Exchange Act.
(2) That, for determining liability under the Securities Act, to treat
each such post-effective amendment as a new registration statement of the
securities offered, and the offering of such securities at that time to be the
initial BONA FIDE offering.
(3) To remove from registration by means of a post-effective amendment any
of the securities being registered that remain unsold at the end of the
offering.
4
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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, the Registrant has been advised
that in the opinion of the Commission such indemnification is against public
policy as expressed in the Securities Act and is, therefore, unenforceable. In
the event that a claim for indemnification against such liabilities (other than
the payment by the Registrant of expenses incurred or paid by a director,
officer or controlling person in the successful defense of any action, suit or
proceeding) is asserted by such director, officers 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.
5
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the city of Los Angeles, California, on this 4th day of June,
1996.
SARGENT, INC.
By: /s/ Victor Gura, M.D.
----------------------------------
Victor Gura, M.D., President
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
SIGNATURE CAPACITY IN WHICH SIGNED DATE
/S/VICTOR GURA, M.D. President and Director June 4, 1996
- ---------------------- (Principal Executive Officer)
Victor Gura, M.D. Chief Financial Officer
(Principal Financial Officer
and Principal Accounting
Officer)
/S/RONALD LANG, M.D. Director June 4, 1996
- ----------------------
Ronald Lang, M.D.
- ---------------------- Director ______, 1996
Edward H. Hawkins
/S/A. VERN THARP Director June 4, 1996
- ----------------------
A. Vern Tharp
6
<PAGE>
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Victor Gura, M.D. as his true and lawful
attorney-in-fact and agent, with full 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) and supplements to this
Registration Statement, and to file the same with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents, and each of them,
full power and authority to do and perform each end every act and thing
requisite and necessary to be done in connection therewith, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents, or any of them or their
substitute or substitutes, 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 and on the dates indicated.
SIGNATURE CAPACITY IN WHICH SIGNED DATE
/S/VICTOR GURA, M.D. President and Director June 4, 1996
- ---------------------- (Principal Executive Officer)
Victor Gura, M.D. Chief Financial Officer
(Principal Financial Officer
and Principal Accounting
Officer)
/S/RONALD LANG, M.D. Director June 4, 1996
- ----------------------
Ronald Lang, M.D.
- ---------------------- Director ______, 1996
Edward H. Hawkins
/S/A. VERN THARP Director June 4, 1996
- ----------------------
A. Vern Tharp
7
<PAGE>
EXHIBIT INDEX
SEQUENTIALLY
DOCUMENT DESCRIPTION OF DOCUMENT NUMBERED PAGE
- -------- ----------------------- -------------
4.1 1996 Stock Option Plan
4.2 Stock Option Agreement between the Registrant and
Worldwide Corporate Finance dated May 12, 1996
4.3 Stock Option Agreement between the Registrant and
Matthias & Berg LLP dated May 12, 1996
5.1 Opinion of Matthias & Berg LLP
24.1 Consent of Matthias & Berg LLP (included in
Exhibits 5.1)
24.2 Consent of Singer, Lewak, Greenbaum & Goldstein LLP
24.3 Consent of Ehrhardt Keefe Steiner & Hottman PC
8
<PAGE>
SARGENT, INC.
1996 STOCK OPTION PLAN
1. PURPOSE. The purpose of the Sargent, Inc. 1996 Stock Option Plan (the
"Plan"), is to provide an incentive to officers, directors, employees,
independent contractors, and consultants of Sargent, Inc., a Delaware
corporation (sometimes referred to herein as the "Company"), and any parent
companies and subsidiaries (together with the Company herein collectively
referred to as "Sargent") to remain in the employ of Sargent or provide services
to Sargent and contribute to its success.
As used in the Plan, the term "Code" shall mean the Internal Revenue Code
of 1986, as amended, and any successor statute, and the terms "Parent" and
"Subsidiary" shall have the meanings set forth in Sections 424(e) and (f) of the
Code.
This Plan was adopted by the Board of Directors of Directors and the
stockholders of the Company as of May 12, 1996.
2. ADMINISTRATION. The Plan shall be administered by a Plan Committee
which shall be established by the Board of Directors of the Company (the
"Board"). The Plan Committee shall be comprised of at least two members who
shall be outside directors of the Company, as defined in Section 162(m) of the
Code or any successor provision. Members of the Plan Committee shall be
appointed, both initially and as vacancies occur, by the Board. The Board may
serve as the Plan Committee if by the terms of the Plan all members of the Board
are otherwise eligible to serve on the Plan Committee. The Board, at any time
it so desires, may increase or decrease, but not below two, the number of
members of the Plan Committee, may remove from membership on the Plan Committee
all or any portion of its members, and may appoint such person or persons as it
desires to fill any vacancy existing on the Plan Committee, whether by removal,
resignation or otherwise. The provisions of the Plan and all option and stock
appreciation right (SAR) agreements executed pursuant thereto, and its decisions
shall be conclusive and binding upon all interested persons. Subject to the
provisions of the Plan, the Plan Committee shall have the sole authority to
determine:
(a) The persons (hereinafter, "optionees") to whom options to
purchase shares of Common Stock of the Company ("Stock") and SARs shall be
granted;
(b) The number of options and SARs to be granted to each optionee;
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(c) The price to be paid for each share of Stock upon the exercise of
each option;
(d) The period within which each option and SAR shall be exercised
and, with the consent of the optionee, any extensions of such period (provided,
however, that the original period and all extensions shall not exceed the
maximum period permissible under the Plan); and
(e) The terms and conditions of each stock option and/or SAR
agreement entered into between the Company and persons to whom the Company has
granted an option or SAR and of any amendments thereto (provided that the
optionee consents to each such amendment).
The Plan Committee shall meet at such times and places as it determines,
including by means of a telephone conference call. A majority of the members
shall constitute a quorum, and a decision of a majority of those present at any
meeting at which a quorum is present shall constitute the decision of the Plan
Committee. A memorandum signed by all of the members of the Plan Committee
shall constitute the decision of the Plan Committee without the necessity, in
such event, for holding an actual meeting.
3. ELIGIBILITY. Officers, directors and employees of Sargent independent
contractors, consultants and other persons providing significant services to
Sargent shall be eligible to receive grants of options under the Plan.
4. STOCK SUBJECT TO PLAN. There shall be reserved for issue, upon the
exercise of options granted under the Plan, 1,000,000 shares of Stock or the
number of shares of Stock, which, in accordance with the provisions of Section 9
hereof, shall be substituted therefor. Such shares may be treasury shares. If
an option granted under the Plan shall expire or terminate for any reason
without having been exercised in full, unpurchased shares subject thereto shall
again be available for the purposes of the Plan. The maximum number of shares
with respect to which options which may be granted to an optionee who is an
employee of the Company shall not exceed 300,000 shares in any fiscal year
during the term of the Plan.
5. TERMS OF OPTIONS AND SARS.
(a) INCENTIVE STOCK OPTIONS. It is intended that options granted
pursuant to this Section 5(a) qualify as incentive stock options as defined in
Section 422 of the Code. Incentive stock options shall be granted only to
employees of Sargent. Each stock option agreement evidencing an incentive stock
option shall provide that the option is subject to the following terms and
conditions and to such other terms and conditions not inconsistent therewith as
the Plan Committee may deem appropriate in each case:
2
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(1) OPTION PRICE. The price to be paid for each share of Stock
upon the exercise of each incentive stock option shall be determined by the Plan
Committee at the time the option is granted, but shall in no event be less than
100% of the Fair Market Value (as defined below) of the shares on the date the
option is granted, or not less than 110% of the Fair Market Value of such shares
on the date such option is granted in the case of an individual then owning
(within the meaning of Section 424(d) of the Code) 10% or more of the total
combined voting power of all classes of stock of the Company or of its Parent or
Subsidiaries. As used in this Plan, the term "date the option is granted" means
the date on which the Plan Committee authorizes the grant of an option hereunder
or any later date specified by the Plan Committee. For the purposes of the
Plan, Fair Market Value of the shares shall be (i) the closing sales price of
shares of Stock sold on the New York Stock Exchange, American Stock Exchange or
the NASDAQ National Market System on the date the option is granted (or if there
was no sale on such date, the highest asked price for the Stock on such date),
(ii) if the Stock is not listed on either of those exchanges or traded on the
NASDAQ National Market System on the date the option is granted, the "bid" price
of the Stock in the National Over-The-Counter Market (or other similar market
quotation system) on the date the option is granted, or (iii) if the Stock is
not traded in any market, the price determined by the Plan Committee to be the
fair market value, based upon such evidence as it may deem necessary or
desirable.
(2) PERIOD OF OPTION AND EXERCISE. The period or periods within
which an option may be exercised shall be determined by the Plan Committee at
the time the option is granted, but in no event shall any option granted
hereunder be exercised more than ten years from the date the option was granted
nor more than five years from the date the option was granted in the case of an
individual then owning (within the meaning of Section 424(d) of the Code) more
than 10% of the total combined voting power of all classes of stock of the
Company or of its Parent or Subsidiaries.
(3) PAYMENT FOR STOCK. The option exercise price for each share
of Stock purchased under an option shall be paid in full at the time of
purchase. The Plan Committee may provide that the option price be payable, at
the election of the holder of the option and with the consent of the Plan
Committee, in whole or in part either in cash or by delivery of Stock in
transferable form, such Stock to be valued for such purpose at its Fair Market
Value on the date on which the option is exercised. No share of Stock shall be
issued upon exercise until full payment therefor has been made, and no optionee
shall have any rights as an owner of Stock until the date of issuance to him of
the stock certificate evidencing such Stock.
3
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(4) LIMITATION ON AMOUNT BECOMING EXERCISABLE IN ANY ONE
CALENDAR YEAR. Subject to the overall limitations of Section 4 hereof (relating
to the aggregate shares subject to the Plan), the aggregate Fair Market Value
(determined as of the time the option is granted) of Stock with respect to which
incentive stock options are exercisable for the first time by the optionee
during any calendar year (under the Plan and all other incentive stock option
plans of the Company, the Parent, and Subsidiaries) shall not exceed $100,000.
(b) NONQUALIFIED STOCK OPTIONS. Nonqualified stock options may be granted
not only to employees but also to directors who are not employees of Sargent and
to consultants, independent contractors and other persons who provide
substantial services to Sargent. Each nonqualified stock option granted under
the Plan shall be evidenced by a stock option agreement between the person to
whom such option is granted and the Company. Such stock option agreement shall
provide that the option is subject to the following terms and conditions and to
such other terms and conditions not inconsistent therewith as the Plan Committee
may deem appropriate in each case:
(1) OPTION PRICE. The price to be paid for each share of Stock
upon the exercise of an option shall be determined by the Plan Committee at the
time the option is granted, but shall in no event be less than 85% of the Fair
Market Value (as defined below) of the shares on the date the option is granted.
As used in this Plan, the term "date the option is granted" means the date on
which the Plan Committee authorized the grant of an option hereunder or any
later date specified by the Plan Committee. To the extent that the fair market
value of Stock is relevant to the pricing of the option by the Plan Committee,
fair market value of the Stock shall be determined as set forth in Section
5(a)(1) hereof.
(2) PERIOD OF OPTION AND EXERCISE. The periods, installments or
intervals during which an option may be exercised shall be determined by the
Plan Committee at the time the option is granted, but in no event shall such
period exceed 10 years from the date the option is granted.
(3) PAYMENT FOR STOCK. The option exercise price for each share
of Stock purchased under an option shall be paid in full at the time of
purchase. The Plan Committee may provide that the option exercise price be
payable at the election of the holder of the option, with the consent of the
Plan Committee, in whole or in part either in cash or by delivery of Stock in
transferable form, such Stock to be valued for such purpose at its Fair Market
Value on the date on which the option is exercised. No share of Stock shall be
issued until full payment therefor has been made, and no optionee shall have any
rights as an owner of shares of
4
<PAGE>
Stock until the date of issuance to him of the stock certificate evidencing such
Stock.
(c) STOCK APPRECIATION RIGHTS. SARs may be granted in writing under the
Plan by the Plan Committee subject to the following terms and conditions and
such other terms and conditions as the Plan Committee may prescribe.
(1) RIGHT OF OPTIONEE. Each SAR shall entitle the holder
thereof, upon the exercise of the SAR, to receive from the Company in exchange
therefor an amount equal in value to the excess of the Fair Market Value on the
date of exercise of one share of Stock over its Fair Market Value on the date of
grant (or, in the case of an SAR granted in connection with an option, the
excess of the Fair Market Value of one share of Stock at the time of exercise
over the option exercise price per share under the option to which the SAR
relates), multiplied by the number of shares covered by the SAR or the option,
or portion thereof, that is surrendered. No SAR shall be exercisable at a time
that the amount determined under this subparagraph is negative. Payment by the
Company upon exercise of an SAR shall be made in Stock valued at the Fair Market
Value of the Stock on the date of exercise.
(2) EXERCISE. An SAR shall be exercisable only at the time or
times established by the Plan Committee. If an SAR is granted in connection
with an option, the following rules shall apply: (i) the SAR shall be
exercisable only to the extent and on the same conditions that the related
option could be exercised; (ii) upon exercise of the SAR, the option or portion
thereof to which the SAR relates terminates; and (iii) upon exercise of the
option, the related SAR or portion thereof terminates.
(3) RULES. The Plan Committee may withdraw any SAR granted
under the Plan at any time and may impose any conditions upon the exercise of an
SAR or adopt rules and regulations from time to time affecting the rights of
holders of SARs granted prior to adoption or amendment of such rules and
regulations as well as SARs granted thereafter.
(4) FRACTIONAL SHARES. No fractional shares shall be issued
upon exercise of an SAR. In lieu thereof, cash may be paid in an amount equal
to the value of the fraction or, if the Plan Committee shall determine, the
number of shares may be rounded downward to the next whole share.
(5) SHARES SUBJECT TO PLAN. Upon the exercise of an SAR for
shares, the number of shares of Stock reserved for issuance under the Plan shall
be reduced by the number of shares issued.
5
<PAGE>
6. NONTRANSFERABILITY. The options and SARs granted pursuant to the Plan
shall be nontransferable except by will or the laws of descent and distribution
of the state or country of the optionee's domicile at the time of death or for
options other than incentive stock options, pursuant to a qualified domestic
relations order as defined in the Code or Title I of the Employee Retirement
Income Security Act and shall be exercisable during the optionee's lifetime only
by him (or, in the case of a transfer pursuant to a qualified domestic relations
order, by the transferee under such qualified domestic relations order) and
after his death, by his personal representative or by the person entitled
thereto under his will or the laws of intestate succession.
7. TERMINATION OF EMPLOYMENT OR OTHER RELATIONSHIP. Unless otherwise
specified in the applicable option and/or SAR agreement or SAR, upon termination
of the optionee's employment or other relationship with Sargent, his rights to
exercise options and SARs then held by him shall be only as follows (in no case
do the time periods referred to below extend the term specified in any option):
(a) DEATH OR DISABILITY. Upon the death or disability (within the
meaning of Section 22(e)(3) of the Code) of an optionee, any option or SAR which
he holds may be exercised (to the extent exercisable at his death or
disability), unless it otherwise expires, within such period after the date of
his death (not less than six months nor more than twelve months) as the Plan
Committee shall prescribe in his option agreement or SAR, by the optionee or, in
the event of death, by the optionee's representative or by the person entitled
thereto under his will or the laws of intestate succession.
(b) RETIREMENT. Upon the retirement (either pursuant to a Sargent
retirement plan, if any, or pursuant to the approval of the Board) of an
officer, director or employee, an outstanding option or SAR may be exercised (to
the extent exercisable at the date of such retirement) by him within such period
after the date of his retirement (provided that such period is no less than 30
days and no more than three months) as the Plan Committee shall prescribe in his
option agreement or SAR.
(c) OTHER TERMINATION. In the event an officer, director or employee
ceases to serve as an officer or director or leaves the employ of Sargent for
any reasons other than as set forth in (a) and (b), above, or a nonemployee
ceases to provide services to Sargent, any option or SAR which he holds shall
remain exercisable (to the extent exercisable as of the date of such
termination) until 30 days after the date of such termination.
(d) PLAN COMMITTEE DISCRETION. The Plan Committee may in its sole
discretion accelerate the exercisability of any or all options or SARs.
6
<PAGE>
8. TRANSFER TO RELATED CORPORATION. In the event an employee leaves the
employ of the Company to become an employee of a Parent or a Subsidiary or any
employee leaves the employ of a Parent or a Subsidiary to become an employee of
the Company or another Parent or Subsidiary, such employee shall be deemed to
continue as an employee for purposes of this Plan.
9. ADJUSTMENT OF SHARES; TERMINATION OF OPTIONS AND SARS.
(a) ADJUSTMENT OF SHARES. In the event of changes in the outstanding
Stock by reason of stock dividends, split-ups, consolidations,
recapitalizations, reorganizations or like events (as determined by the Plan
Committee), an appropriate adjustment shall be made by the Plan Committee in the
number of shares reserved under the Plan, in the number of shares set forth in
Section 4 hereof, in the number of shares and the option price per share
specified in any stock option agreement, and in the number of SARs with respect
to any unexercised shares. The determination of the Plan Committee as to what
adjustments shall be made shall be conclusive. Adjustments for any options to
purchase fractional shares shall also be determined by the Plan Committee. The
Plan Committee shall give prompt notice to all optionees of any adjustment
pursuant to this Section.
(b) TERMINATION OF OPTIONS AND SARS ON MERGER, REORGANIZATION OR
LIQUIDATION OF THE COMPANY. Notwithstanding anything to the contrary in this
Plan, in the event of any merger, consolidation or other reorganization of the
Company in which the Company is not the surviving or continuing corporation (as
determined by the Plan Committee) or in the event of the liquidation or
dissolution of the Company, all options and SARs granted hereunder shall
terminate on the effective date of the merger, consolidation, reorganization,
liquidation or dissolution unless there is an agreement with respect thereto
which expressly provides for the assumption of such options and SARs by the
continuing or surviving corporation.
10. SECURITIES LAW REQUIREMENTS. The Company's obligation to issue shares
of its Stock upon exercise of an option or SAR is expressly conditioned upon the
completion by the Company of any registration or other qualification of such
shares under any state and/or federal law or rulings and regulations of any
government regulatory body or the making of such investment representations or
other representations and undertakings by the optionee (or his legal
representative, heir or legatee, as the case may be) in order to comply with the
requirements of any exemption from any such registration or other qualification
of such shares which the Company in its sole discretion shall deem necessary or
advisable. The Company may refuse to permit the sale or other disposition of
any shares acquired pursuant to any such representation until it is satisfied
that such sale or other disposition would not be in contravention of applicable
state or federal securities law.
7
<PAGE>
11. TAX WITHHOLDING. As a condition to the exercise of an option or SAR
or otherwise, the Company may require an optionee to pay over to the Company all
applicable federal, state and local taxes which the Company is required to
withhold with respect to the exercise of an option or SAR granted hereunder. At
the discretion of the Plan Committee and upon the request of an optionee, the
minimum statutory withholding tax requirements may be satisfied by the
withholding of shares of Stock otherwise issuable to the optionee upon the
exercise of an option or SAR.
12. AMENDMENT. The Board may amend the Plan at any time, except that
without shareholder approval:
(a) The number of shares of Stock which may be reserved for issuance
under the Plan shall not be increased except as provided in Section 9(a) hereof;
(b) The option price per share of Stock subject to incentive stock
options may not be fixed at less than 100% of the Fair Market Value of a share
of Stock on the date the option is granted;
(c) The maximum period of ten (10) years during which the options or
SARs may be exercised may not be extended;
(d) The class of persons eligible to receive options or SARs under
the Plan as set forth in Section 3 shall not be changed; and
(e) This Section 12 may not be amended in a manner that limits or
reduces the amendments which require shareholder approval.
13. EFFECTIVE DATE. The Plan shall be effective upon the date of its
adoption by both the Board, and subject to the approval of the stockholders of
the Company within the 12 month period following such adoption date.
14. TERMINATION. The Plan shall terminate automatically as of the close
of business on the day preceding the 10th anniversary date of its effectiveness
or earlier by resolution of the Board, or upon consummation of any merger,
consolidation or other reorganization in which the options granted hereunder
terminate, all as described in Section 9(b) hereof. Unless otherwise provided
herein, the termination of the Plan shall not affect the validity of any option
agreement outstanding at the date of such termination.
8
<PAGE>
15. STOCK OPTION AND SAR AGREEMENT. Each option and SAR granted under the
Plan shall be evidenced by a written agreement executed by the Company and
accepted by the optionee, which (i) shall contain each of the provisions and
agreements herein specifically required to be contained therein, (ii) shall
indicate whether an option is to be an incentive stock option or a nonqualified
stock option, and if it is to be an incentive stock option, the stock option
agreement shall contain terms and conditions permitting such option to qualify
for treatment as an incentive stock option under Section 422 of the Code, (iii)
may contain the agreement of the optionee to remain in the employ of, and/or to
render services to, the Company or any Parent or Subsidiary for a period of time
to be determined by the Plan Committee, and (iv) may contain such other terms
and conditions as the Plan Committee deems desirable and which are not
inconsistent with the Plan.
16. NO RIGHT TO EMPLOYMENT. Nothing in this Plan or in any option or SAR
granted hereunder shall confer upon any optionee any right to continue in the
employ of Sargent or to continue to perform services for Sargent, or shall
interfere with or restrict in any way the rights of Sargent to discharge or
terminate any officer, director, employee, independent contractor or consultant
at any time for any reason whatsoever, with or without good cause.
Executed and dated as of the date first written above at Los Angeles,
California.
SARGENT, INC.
By: /s/ Victor Gura M.D.
----------------------------
Victor Gura, M.D.
Chief Executive Officer
9
<PAGE>
SARGENT, INC.
a Delaware corporation
NON-QUALIFIED STOCK OPTION AGREEMENT
Worldwide Corporate Finance May 12, 1996
- --------------------------- -------------------
Name of Optionee Date Option Granted
21045 Califa Street
Woodland Hills, California 91367
- --------------------------------
Residence Address No. 002
This Agreement ("Agreement") is made as of the date set forth above between
Sargent, Inc., a Delaware corporation (hereinafter the "Company"), and the
optionee named above (hereinafter "Optionee"). The option granted by this
Agreement is designated a "Non-Qualified Option" granted pursuant to the
Sargent, Inc. Stock Option Plan dated May 12, 1996 (the "Plan").
1. GRANT OF OPTION. Pursuant to and subject to the terms and conditions
of the Agreement, the Company grants to the Optionee, a consultant to the
Company, the right and option (the "Option") to purchase at $1.00 per share on
the terms and conditions hereinafter set forth all or any part of an aggregate
of 700,000 shares (the "Shares") of the currently authorized and unissued Common
Stock, par value $0.01 per share. The Option shall be exercisable, in whole or
in part, during the period commencing with the date on which it is granted and
ending on December 31, 1999.
Nothing contained herein shall be construed to limit or restrict the right
of the Company or a parent or subsidiary corporation of the Company to terminate
the Optionee's services for the Company.
2. METHOD OF EXERCISE. The Option may be exercised pursuant thereto by
written notice to the Company stating the number of shares with respect to which
the Option is being exercised, together with payment in full, by certified or
cashier's check payable to the order of the Company, of the purchase price for
the number of Shares being purchased. If requested by the Board of Directors,
prior to the delivery of any Shares, the Optionee shall supply the Board of
Directors with a representation that the Shares are not being acquired with a
view to distribution and will be sold or otherwise disposed of only in
accordance with applicable federal and state statutes, rules and regulations.
<PAGE>
As soon after the notice of exercise as the Company is reasonably able to
comply, the Company shall, without payment of any transfer or issue tax by the
Optionee, deliver to the Optionee or any such other person, at the main office
of the Company or such other place as shall be mutually acceptable, a
certificate or certificates for the Shares being purchased upon exercise of the
Option. Notwithstanding the foregoing, the Company shall have the right to
postpone the time of delivery of the Shares for such period as may be required
for it with reasonable diligence to comply with any applicable listing
requirements of any national securities exchange or any federal, state or local
law. The Optionee may exercise the Option for less than the total number of
Shares for which the Option is then exercisable, provided that a partial
exercise may not be for fewer than 100 Shares, unless the remaining shares
exercisable under the Option is for less than 100 Shares. The Option may be
exercisable for whole Shares only.
3. TERMINATION OF OPTION. The Option shall terminate and expire
immediately and in total upon the earlier of:
(a) The Expiration Date of the Option as specified in Section 1 of
this Agreement; or
(b) The date of termination of the Option pursuant to Section 5
hereof.
This Option shall survive and be exercisable notwithstanding that Optionee shall
(i) terminate its relationship with the Company, (ii) cease to provide services
to the Company or (iii) otherwise be subject to the provisions of Sections 7(a)-
(d) of the Plan, and shall terminate only as provided in Sections 3(a) or (b) of
this Agreement.
4. ADJUSTMENTS. If there is any change in the capitalization of the
Company affecting in any manner the number or kind of outstanding shares of
Common Stock of the Company, whether by stock dividend, stock split,
reclassification or recapitalization of such stock, or because the Company has
merged or consolidated with one or more other corporations (and provided the
Option does not thereby terminate pursuant to Section 5 hereof), then the number
and kind of shares then subject to the Option and the price to be paid therefor
shall be appropriately adjusted by the Board of Directors; PROVIDED, HOWEVER,
that in no event shall any such adjustment result in the Company's being
required to sell or issue any fractional shares. Any such adjustment shall be
made without change in the aggregate purchase price applicable to the
unexercised portion of the Option, but with an appropriate adjustment to the
price of each Share or other unit of security covered by this Option.
2
<PAGE>
5. CESSATION OF CORPORATE EXISTENCE. Notwithstanding any other provision
of this Option, upon the dissolution or liquidation of the Company, the
reorganization, merger or consolidation of the Company with one or more
corporations as a result of which the Company is not the surviving corporation,
or the sale of substantially all the assets of the Company or of more than 50%
of the then outstanding stock of the Company to another corporation or other
entity, the Option granted hereunder shall terminate, provided, however, that:
(i) each Option for which no option has been tendered by the surviving
corporation in accordance with all of the terms of provision (ii) immediately
below shall, within five days before the effective date of such dissolution or
liquidation, merger or consolidation or assets in which the Company is not the
surviving corporation or sale of stock, become fully exercisable; or (ii) in its
sole and absolute discretion, the surviving corporation may, but shall not be so
obligated to, tender to any Optionee, an option to purchase shares of the
surviving corporation, and such new option or options shall contain such terms
and provisions as shall be required substantially to preserve the rights and
benefits of this Option.
6. NON-TRANSFERABILITY. The Option is not assignable or transferable by
the Optionee, either voluntarily or by operation of law, otherwise than by will
or by the laws of descent and distribution, and is exercisable, during the
Optionee's lifetime, only by the Optionee. Upon any attempted transfer of this
Option contrary to the provisions hereof, the Board of Directors may, at its
discretion, terminate this Option.
7. NO STOCKHOLDER RIGHTS. The Optionee or other person entitled to
exercise this Option shall have no rights or privileges as a stockholder with
respect to any Shares subject hereto until the Optionee or such person has
become the holder of record of such Shares, and no adjustment (except such
adjustment as may be effected pursuant to the provisions of Section 4 hereof)
shall be made for dividends or distributions of rights in respect of such Shares
if the record date is prior to the date on which the Optionee or such person
becomes the holder of record.
3
<PAGE>
8. METHOD OF ACCEPTANCE. This Agreement is addressed to the Optionee in
duplicate and shall not be effective until the Optionee has executed the
acceptance below and returned one copy to the Company, thereby acknowledging
that he has read and agreed to all the terms and conditions of this Agreement.
Executed by the Company as of this 12th day of May, 1996.
SARGENT, INC.
a Delaware corporation
By: /s/ Victor Gura, M.D.
-----------------------------
Victor Gura, M.D., President
ACCEPTED:
WORLDWIDE CORPORATE FINANCE
By: /s/ Michael Markow May 12, 1996
---------------------------- --------------------------
Michael Markow, President Date
4
<PAGE>
ELECTION TO PURCHASE
The undersigned hereby irrevocably elects to exercise _______ of the
Options allocated to it under that certain Non-Qualified Stock Option Agreement
by and between Worldwide Corporate Finance and Sargent, Inc., dated as of May
12, 1996, and to purchase the Common Shares issuable upon the exercise of said
Options, and requests that Certificates for such shares be issued and delivered
as follows:
ISSUE TO:
-----------------------------------------------------
(Name)
-----------------------------------------------------
(Address, Including Zip Code)
-----------------------------------------------------
(Social Security or Tax Identification Number)
DELIVER TO:
-----------------------------------------------------
(Name)
at
------------------------------------
------------------------------------
------------------------------------
(Address, Including Zip Code)
Full payment of the purchase price with respect to the Options exercised
and transfer taxes, if any, has been received by the Company in the form of
________________________________________________________________________________
_____________________________.
Dated As of ________, 199__ WORLDWIDE CORPORATE FINANCE
By:
------------------------------
Michael Markow, President
PLEASE INSERT SOCIAL SECURITY OR TAX
IDENTIFICATION NUMBER OF HOLDER
5
<PAGE>
SARGENT, INC.
a Delaware corporation
NON-QUALIFIED STOCK OPTION AGREEMENT
Matthias & Berg LLP May 12, 1996
- -------------------------- --------------------
Name of Optionee Date Option Granted
515 South Flower Street, 7th Floor
Los Angeles, California 90071
- ----------------------------------
Residence Address No. 001
This Agreement ("Agreement") is made as of the date set forth above between
Sargent, Inc., a Delaware corporation (hereinafter the "Company"), and the
optionee named above (hereinafter "Optionee"). The option granted by this
Agreement is designated a "Non-Qualified Option" granted pursuant to the
Sargent, Inc. Stock Option Plan dated as of May 12, 1996 (the "Plan").
1. GRANT OF OPTION. Pursuant to and subject to the terms and conditions
of the Agreement, the Company grants to the Optionee, a consultant to the
Company, the right and option (the "Option") to purchase at $1.00 per share on
the terms and conditions hereinafter set forth all or any part of an aggregate
of 174,739 shares (the "Shares") of the currently authorized and unissued Common
Stock, par value $0.01 per share. The Option shall be exercisable, in whole or
in part, during the period commencing with the date on which it is granted and
ending on December 31, 1999.
Nothing contained herein shall be construed to limit or restrict the right
of the Company or a parent or subsidiary corporation of the Company to terminate
the Optionee's services for the Company.
2. METHOD OF EXERCISE. The Option may be exercised pursuant thereto by
written notice to the Company stating the number of shares with respect to which
the Option is being exercised, together with payment in full, by certified or
cashier's check payable to the order of the Company, of the purchase price for
the number of Shares being purchased. If requested by the Board of Directors,
prior to the delivery of any Shares, the Optionee shall supply the Board of
Directors with a representation that the Shares are not being acquired with a
view to distribution and will be sold or otherwise disposed of only in
accordance with applicable federal and state statutes, rules and regulations.
<PAGE>
As soon after the notice of exercise as the Company is reasonably able to
comply, the Company shall, without payment of any transfer or issue tax by the
Optionee, deliver to the Optionee or any such other person, at the main office
of the Company or such other place as shall be mutually acceptable, a
certificate or certificates for the Shares being purchased upon exercise of the
Option. Notwithstanding the foregoing, the Company shall have the right to
postpone the time of delivery of the Shares for such period as may be required
for it with reasonable diligence to comply with any applicable listing
requirements of any national securities exchange or any federal, state or local
law. The Optionee may exercise the Option for less than the total number of
Shares for which the Option is then exercisable, provided that a partial
exercise may not be for fewer than 100 Shares, unless the remaining shares
exercisable under the Option is for less than 100 Shares. The Option may be
exercisable for whole Shares only.
3. TERMINATION OF OPTION. The Option shall terminate and expire
immediately and in total upon the earlier of:
(a) The Expiration Date of the Option as specified in Section 1 of
this Agreement; or
(b) The date of termination of the Option pursuant to Section 5
hereof.
This Option shall survive and be exercisable notwithstanding that Optionee shall
(i) terminate its relationship with the Company, (ii) cease to provide services
to the Company or (iii) otherwise be subject to the provisions of Sections 7(a)-
(d) of the Plan, and shall terminate only as provided in Sections 3(a) or (b) of
this Agreement.
4. ADJUSTMENTS. If there is any change in the capitalization of the
Company affecting in any manner the number or kind of outstanding shares of
Common Stock of the Company, whether by stock dividend, stock split,
reclassification or recapitalization of such stock, or because the Company has
merged or consolidated with one or more other corporations (and provided the
Option does not thereby terminate pursuant to Section 5 hereof), then the number
and kind of shares then subject to the Option and the price to be paid therefor
shall be appropriately adjusted by the Board of Directors; PROVIDED, HOWEVER,
that in no event shall any such adjustment result in the Company's being
required to sell or issue any fractional shares. Any such adjustment shall be
made without change in the aggregate purchase price applicable to the
unexercised portion of the Option, but with an appropriate adjustment to the
price of each Share or other unit of security covered by this Option.
2
<PAGE>
5. CESSATION OF CORPORATE EXISTENCE. Notwithstanding any other provision
of this Option, upon the dissolution or liquidation of the Company, the
reorganization, merger or consolidation of the Company with one or more
corporations as a result of which the Company is not the surviving corporation,
or the sale of substantially all the assets of the Company or of more than 50%
of the then outstanding stock of the Company to another corporation or other
entity, the Option granted hereunder shall terminate; provided, however, that:
(i) each Option for which no option has been tendered by the surviving
corporation in accordance with all of the terms of provision (ii) immediately
below shall, within five days before the effective date of such dissolution or
liquidation, merger or consolidation or sale of assets in which the Company is
not the surviving corporation or sale of stock, become fully exercisable; or
(ii) in its sole and absolute discretion, the surviving corporation may, but
shall not be so obligated to, tender to any Optionee, an option to purchase
shares of the surviving corporation, and such new option or options shall
contain such terms and provisions as shall be required substantially to preserve
the rights and benefits of this Option.
6. NON-TRANSFERABILITY. The Option is not assignable or transferable by
the Optionee, either voluntarily or by operation of law, otherwise than by will
or by the laws of descent and distribution, and is exercisable, during the
Optionee's lifetime, only by the Optionee. Upon any attempted transfer of this
Option contrary to the provisions hereof, the Board of Directors may, at its
discretion, terminate this Option.
7. NO STOCKHOLDER RIGHTS. The Optionee or other person entitled to
exercise this Option shall have no rights or privileges as a stockholder with
respect to any Shares subject hereto until the Optionee or such person has
become the holder of record of such Shares, and no adjustment (except such
adjustment as may be effected pursuant to the provisions of Section 4 hereof)
shall be made for dividends or distributions of rights in respect of such Shares
if the record date is prior to the date on which the Optionee or such person
becomes the holder of record.
3
<PAGE>
8. METHOD OF ACCEPTANCE. This Agreement is addressed to the Optionee in
duplicate and shall not be effective until the Optionee has executed the
acceptance below and returned one copy to the Company, thereby acknowledging
that he has read and agreed to all the terms and conditions of this Agreement.
Executed by the Company as of the 12th day of May, 1996.
SARGENT, INC.
a Delaware corporation
By: /s/ Victor Gura, M.D.
-------------------------------
Victor Gura, M.D., President
ACCEPTED:
MATTHIAS & BERG LLP
By: /s/ Jeffrey P. Berg May 12, 1996
--------------------------- --------------------------
Jeffrey P. Berg, Partner Date
4
<PAGE>
ELECTION TO PURCHASE
The undersigned hereby irrevocably elects to exercise _______ of the
Options allocated to it under that certain Non-Qualified Stock Option Agreement
by and between Matthias & Berg LLP and Sargent, Inc., dated as of May 12, 1996,
and to purchase the Common Shares issuable upon the exercise of said Options,
and requests that Certificates for such shares be issued and delivered as
follows:
ISSUE TO:
-----------------------------------------------------
(Name)
-----------------------------------------------------
(Address, Including Zip Code)
-----------------------------------------------------
(Social Security or Tax Identification Number)
DELIVER TO:
(Name)
at
----------------------------------
----------------------------------
----------------------------------
(Address, Including Zip Code)
Full payment of the purchase price with respect to the Options exercised
and transfer taxes, if any, has been received by the Company in the form of
________________________________________________________________________________
_____________________________.
Dated As of ________, 199__ MATTHIAS & BERG LLP
By:
------------------------------
Jeffrey P. Berg, Partner
PLEASE INSERT SOCIAL SECURITY OR TAX
IDENTIFICATION NUMBER OF HOLDER
5
<PAGE>
[LETTERHEAD]
June 12, 1996
Sargent, Inc.
5901 West Olympic Boulevard
Suite 109
Los Angeles, California 90036
RE: REGISTRATION STATEMENT ON FORM S-8
SARGENT, INC.
-----------------------------------
Gentlemen:
We are acting as counsel for Sargent, Inc., a Delaware corporation
(the "Company"), in connection with the registration under the Securities Act of
1933, as amended (the "Act"), of the offering and sale of up to 1,000,000 shares
(the "Shares") of the Company's common stock, par value $0.01 per share (the
"Common Stock") reserved for issuance under the Company's 1996 Stock Option Plan
(the "Plan") and pursuant to the stock option agreement, dated May 12, 1996,
between the Company and Matthias & Berg LLP, and the stock option agreement,
dated May 12, 1996, between the Company and Worldwide Corporate Finance
(collectively, the "Contracts"). A Registration Statement on Form S-8 covering
the Shares (the "Registration Statement") is being filed under the Act with the
Securities and Exchange Commission.
In rendering the opinions expressed herein, we have reviewed such
matters of law as we have deemed necessary and have examined copies of such
agreements, instruments, documents and records as we have deemed relevant.
<PAGE>
Sargent, Inc.
June 12, 1996
Page 2
In rendering the opinions expressed herein, we have assumed the
genuineness and authenticity of all documents examined by us and of all
signatures thereon, the legal capacity of all natural persons executing such
documents, the conformity to original documents of all documents submitted to us
as certified or conformed copies or photocopies and the completeness and
accuracy of the certificates of public officials examined by us. We have made
no independent factual investigation with regard to any such matters.
Based upon the foregoing, it is our opinion that the Shares, when sold
in accordance with the terms of the Plan and Contracts, will be legally issued,
fully paid and non-assessable.
The opinions expressed herein are limited to matters involving the
federal laws of the United States.
We hereby consent to the use of this opinion as an exhibit to the
Registration Statement and to the reference to our firm therein under the
caption "Interests of Named Experts and Counsel."
Respectfully submitted,
/S/ Matthias & Berg LLP
------------------------
Matthias & Berg LLP
<PAGE>
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
We have issued our report dated March 16, 1996 accompanying the financial
statements of Los Angeles Community Dialysis (a division of Medipace Medical
Group, Inc.) contained in this Registration Statement and Prospectus on
Form S-8. We consent to the use of the aforementioned report in the
Registration Statement and Prospectus, and to the use of our name as it
appears under the caption "Experts".
/s/Singer Lewak Greenbaum & Goldstein LLP
-----------------------------------------
Singer Lewak Greenbaum & Goldstein LLP
Los Angeles, California
June 11, 1996
<PAGE>
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement
of Sargent, Inc., on Form S-8 our report dated September 14, 1995, appearing in
the Annual Report on Form 10-KSB of Sargent, Inc. for the year ended July 31,
1995.
/s/ Ehrhardt Keefe Steiner & Hottman PC
----------------------------------------
Ehrhardt Keefe Steiner & Hottman PC
June 12, 1996
Denver, Colorado
