<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 10, 1998
REGISTRATION NO. 333-43415
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------
POST-EFFECTIVE AMENDMENT NO. 1
ON FORM S-8
TO
FORM S-4*
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
----------------
LASER POWER CORPORATION
(Exact name of Registrant as specified in its charter)
---------------
DELAWARE 95-3423358
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification Number)
12777 High Bluff Drive
San Diego, California 92130
(619) 755-0700
(Address, including zip code, and telephone number, including
area code, of Registrant's principal executive offices)
----------------
OPTIONS TO PURCHASE COMMON STOCK
(Full Title of the Plan)
----------------
GLENN H. SHERMAN
Chief Executive Officer and Chairman of the Board of Directors
LASER POWER CORPORATION
12777 High Bluff Drive
San Diego, California 92130
(619) 755-0700
(Name, address, including zip code, and telephone
number, including area code, of agent for service)
----------------
Copies to:
D. Bradley Peck, Esq.
Alexander A. Fitzpatrick, Esq.
Adam C. Lenain, Esq.
Cooley Godward LLP
4365 Executive Drive, Suite 1100
San Diego, CA 92121
(619) 550-6000
----------------
*See Explanatory Notes following this cover page.
1.
<PAGE> 2
EXPLANATORY NOTES
Laser Power Corporation (the "Registrant") hereby amends its
Registration Statement on Form S-4 (File No. 333-43415) (the "Registration
Statement"), by filing this Post-Effective Amendment No. 1 on Form S-8 to the
Registration Statement (the "Amendment") relating to 82,996 shares of Common
Stock, $.001 par value, of the Registrant (the "Common Stock") issuable in
connection with certain options granted by the Registrant in substitution for
all outstanding and unexercised options to purchase shares of common stock of
EMI Acquisition Corp. ("EMI") pursuant to an Agreement and Plan of Merger and
Reorganization, dated as of December 23, 1997, as amended on February 9, 1998,
among the Registrant, EMI and LPC Acquisition Subsidiary (the "Merger
Agreement"). As provided in the Merger Agreement, on February 27, 1998, each
outstanding share of common stock of EMI ("Common Stock") was converted into the
right to receive 1.8511 shares of the Registrant's Common Stock.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The contents of the Registrant's Annual Report on Form 10-K for the
fiscal year ended August 31, 1997, the Registrant's Quarterly Reports on Form
10-Q for the quarter ended December 31, 1997, the Registration Statement, and
the Company's Current Report on Form 8-K dated March 13, 1998, are hereby
incorporated by reference into this Amendment. A description of the Registrant's
Common Stock which is contained in the Registration Statement, including any
amendment of reports filed for the purpose of updating such description, is
hereby incorporated by reference into this Amendment. All documents filed by the
Registrant with the Commission pursuant to Sections 13(a), 13(c), 14 or 15(d) of
the Exchange Act after the date of this Amendment and prior to the filing of a
post-effective amendment which indicates that all securities offered have been
sold or which deregisters all securities then remaining unsold shall be deemed
to be incorporated by reference into this Amendment and to be a part hereof from
the date of filing of such documents. Any statement contained in a document
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Amendment to the extent that a statement contained herein
or in any other subsequently filed document which also is or is deemed to be
incorporated by reference herein modifies or supersedes such statement. Any
statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this Amendment.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Under Section 145 of the General Corporation Law of Delaware (the
"Delaware Law"), the Registrant has broad powers to indemnify its Directors and
officers against liabilities they may incur in such capacities, including
liabilities under the Securities Act of 1933, as amended (the "Securities Act").
2.
<PAGE> 3
The Registrant's Amended and Restated Certificate of Incorporation and
Bylaws include provisions to (i) eliminate the personal liability of its
directors for monetary damages resulting from breaches of their fiduciary duty
to the extent permitted by Section 102(b)(7) of the General Corporation Law of
Delaware and (ii) require the Registrant to indemnify its Directors and officers
to the fullest extent permitted by Section 145 of the Delaware Law, including
circumstances in which indemnification is otherwise discretionary. Pursuant to
Section 145 of the Delaware Law, a corporation generally has the power to
indemnify its present and former directors, officers, employees and agents
against expenses incurred by them in connection with any suit to which they are
or are threatened to be made, a party by reason of their serving in such
positions so long as they acted in good faith and in a manner they reasonably
believed to be in or not opposed to, the best interests of the corporation and
with respect to any criminal action, they had no reasonable cause to believe
their conduct was unlawful. The Registrant believes that these provisions are
necessary to attract and retain qualified persons as Directors and officers.
These provisions do not eliminate the Directors' duty of care, and, in
appropriate circumstances, equitable remedies such as injunctive or other forms
of non-monetary relief will remain available under Delaware Law. In addition,
each Director will continue to be subject to liability for breach of the
Director's duty of loyalty to the Registrant, for acts or omissions not in good
faith or involving intentional misconduct, for knowing violations of law, for
acts or omissions that the Director believes to be contrary to the best
interests of the Registrant or its stockholders, for any transaction from which
the Director derived an improper personal benefit, for acts or omissions
involving a reckless disregard for the Director's duty to the Registrant or its
stockholders when the Director was aware or should have been aware of a risk of
serious injury to the Registrant or its stockholders, for acts or omissions that
constitute an unexcused pattern of inattention that amounts to an abdication of
the Director's duty to the Registrant or its stockholders, for improper
transactions between the Director and the Registrant and for improper
distributions to stockholders and loans to Directors and officers. The provision
also does not affect a Director's responsibilities under any other law, such as
the federal securities law or state or federal environmental laws.
The Registrant has entered into indemnity agreements with each of its
Directors and executive officers that require the Registrant to indemnify such
persons against expenses, judgments, fines, settlements and other amounts
incurred (including expenses of a derivative action) in connection with any
proceeding, whether actual or threatened, to which any such person may be made a
party by reason of the fact that such person is or was a Director or an
executive officer of the Registrant or any of its affiliated enterprises,
provided that such person acted in good faith and in a manner such person
reasonably believed to be in or not opposed to the best interests of the
Registrant and, with respect to any criminal proceeding, had no reasonable cause
to believe his conduct was unlawful. The indemnification agreements also set
forth certain procedures that will apply in the event of a claim for
indemnification thereunder. The Registrant has entered into similar indemnity
agreements with certain of its key employees.
At present, there is no pending litigation or proceeding involving a
Director or officer of the Registrant as to which indemnification is being
sought nor is the Registrant aware of any threatened litigation that may result
in claims for indemnification by any officer or Director.
The Registrant has an insurance policy covering the officers and
Directors of the Registrant with respect to certain liabilities, including
liabilities arising under the Securities Act or otherwise.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
3.
<PAGE> 4
ITEM 8. EXHIBITS.
EXHIBIT NO. DESCRIPTION
----------- -----------
4.1 Registrant's Amended and Restated Certificate of
Incorporation.(1)
4.2 Registrant's Amended and Restated Bylaws.(1)
4.3 Specimen Stock Certificate.(1)
5.1 Opinion of Cooley Godward LLP.(1)
23.1 Consent of Ernst & Young LLP, Independent Auditors.
23.2 Consent of McGladrey & Pullen LLP, Independent Auditors
23.3 Consent of Cooley Godward LLP. Reference is made to Exhibit 5.1
24.1 Power of Attorney(1)
99.1 Form of Nonstatutory Stock Option Agreement
(1) Filed as an exhibit to the Registrant's Amendment on Registration Statement
(No. 333-43415) and incorporated herein by reference.
4.
<PAGE> 5
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 Amendment to include any material information
with respect to the plan of distribution not previously disclosed in this
Amendment or any material change to such information in the Amendment;
(2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered 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; and
(4) That, for purposes of determining any liability under the
Securities Act, each filing of the Registrant's annual report pursuant to
Section 13(a) or Section 15(d) of the Exchange Act of 1934, as amended (the
"Exchange Act") (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in the 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.
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 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.
5.
<PAGE> 6
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
Post-Effective Amendment No. 1 to the Registration Statement to be signed on its
behalf by the undersigned, in the City of San Diego, State of California, on the
10th day of April 1998.
LASER POWER CORPORATION
By: /s/ GLENN H. SHERMAN
--------------------------------
Glenn H. Sherman, Ph.D.
Chairman of the Board and Chief
Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this Amendment has
been signed by the following persons in the capacities and on the dates
indicated.
<TABLE>
<S> <C> <C>
/s/ GLENN H. SHERMAN Chairman of the Board and Chief April 10, 1998
- ------------------------------------- Executive Officer (Principal Executive
Glenn H. Sherman, Ph.D. Officer)
/s/ *PAUL P. WICKMAN, JR. Senior Vice President, Secretary and April 10, 1998
- ------------------------------------- Chief Financial Officer (Principal
Paul P. Wickman, Jr. Financial and Accounting Officer)
/s/ *DOUGLAS H. TANIMOTO, PH.D. Director April 10, 1998
- -------------------------------------
Douglas H. Tanimoto, Ph.D.
/s/ *WILLIAM G. FREDRICK Director April 10, 1998
- -------------------------------------
William G. Fredrick
/s/ *ROBERT G. KLIMASEWSKI Director April 10, 1998
- -------------------------------------
Robert G. Klimasewski
/s/ *RICHARD C. LAIRD Director April 10, 1998
- -------------------------------------
Richard C. Laird
/s/ *KENNETH E. OLSON Director April 10, 1998
- -------------------------------------
Kenneth E. Olson
/s/ *JOHN C. STISKA Director April 10, 1998
- -------------------------------------
John C. Stiska
</TABLE>
*By: /s/ GLENN H. SHERMAN
------------------------------------
Glenn H. Sherman, Ph.D.
Attorney-in-fact
<PAGE> 1
EXHIBIT 23.1
CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS
We consent to the incorporation by reference in this Registration Statement
(Post-Effective Amendment No. 1 on Form S-8 to Form S-4) pertaining to the
Options to Purchase Common Stock of Laser Power Corporation of our report dated
October 7, 1997, with respect to the consolidated financial statements of Laser
Power Corporation included in its Annual Report (Form 10-K) for the year ended
August 31, 1997, filed with the Securities and Exchange Commission.
/s/ ERNST & YOUNG LLP
ERNST & YOUNG LLP
San Diego, California
April 8, 1998
2.
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EXHIBIT 23.2
CONSENT OF MCGLADREY & PULLEN, LLP, INDEPENDENT AUDITORS
We consent to the incorporation by reference in this Post-Effective Amendment
No. 1 on Form S-8 to Form S-4 (No. 333-43415) of our report, dated November 14,
1997, relating to the consolidated financial statements of EMI Acquisition Corp.
as of and for the years ended December 31, 1995 and 1996.
/s/ MCGLADREY & PULLEN, LLP
Anaheim, California
April 7, 1998
3.
<PAGE> 1
EXHIBIT 99.1
LASER POWER CORPORATION
NONSTATUTORY STOCK OPTION
________________________, Optionee:
Laser Power Corporation (the "Company") has granted to you, the optionee
named above, an option to purchase shares of the common stock of the Company
("Common Stock"). This option is not intended to qualify and will not be treated
as an "incentive stock option" within the meaning of Section 422 of the Internal
Revenue Code of 1986, as amended (the "Code"). The grant hereunder shall serve
as the substitute option originally granted to you by EMI Acquisition Corp.
d/b/a Exotic Materials, Inc.
The details of your option are as follows:
1. TOTAL NUMBER OF SHARES SUBJECT TO THIS OPTION. The total number of
shares of Common Stock subject to this option is _____________________
(____________).
2. VESTING. Subject to the limitations contained herein, your option shall
vest as follows: _________________________________________; provided, however,
that vesting shall cease if you cease to provide services to the Company for any
reason prior to this option becoming fully vested.
3. EXERCISE PRICE AND METHOD OF PAYMENT.
(a) EXERCISE PRICE. The exercise price of this option is
_______________ ($____________) per share.
(b) METHOD OF PAYMENT. Payment of the exercise price per share is
due in full upon exercise of all or any part of each installment which has
accrued to you. You may elect, to the extent permitted by applicable statutes
and regulations, to make payment of the exercise price under one of the
following alternatives:
(i) Payment of the exercise price per share in cash
(including check) at the time of exercise;
(ii) Payment pursuant to a program developed under Regulation
T as promulgated by the Federal Reserve Board which, prior to the issuance of
Common Stock, results in either the receipt of cash (or check) by the Company or
the receipt of irrevocable instructions to pay the aggregate exercise price to
the Company from the sales proceeds;
(iii) Provided that at the time of exercise the Common Stock
is publicly traded and quoted regularly in The Wall Street Journal, payment by
delivery of already-owned shares of Common Stock, held for the period required
to avoid a charge to the Company's reported earnings, and owned free and clear
of any liens, claims, encumbrances or security interests, which Common Stock
shall be valued at its fair market value on the date of exercise; or
(iv) Payment by a combination of the methods of payment
permitted by subparagraphs 3(b)(i) through 3(b)(iii) above.
1.
<PAGE> 2
4. WHOLE SHARES. This option may only be exercised for whole shares.
5. SECURITIES LAW COMPLIANCE. Notwithstanding anything to the contrary
contained herein, this option may not be exercised unless the shares issuable
upon exercise of this option are then registered under the Securities Act of
1933, as amended (the "Securities Act") or, if such shares are not then so
registered, the Company has determined that such exercise and issuance would be
exempt from the registration requirements of the Securities Act.
6. TERM. The term of this option commences on _________, 19__, the date of
grant and expires on __________________ (the "Expiration Date"), which date
shall be no more than (10) years from the date this option is granted, unless
this option expires sooner as set forth below. In no event may this option be
exercised on or after the Expiration Date. This option shall terminate prior to
the Expiration Date as follows: three (3) months after the termination of your
continuous status as an employee, director or consultant with the Company or an
affiliate of the Company, unless one of the following circumstances exists:
(a) Your termination of continuous status as an employee, director
or consultant is for Cause. This option will then expire immediately upon such
termination. For these purposes, "Cause" shall include, but not be limited to,
the commission of any act of fraud, embezzlement or dishonesty, any unauthorized
use or disclosure of confidential information or trade secrets of the Company,
or any other intentional misconduct adversely affecting the business or affairs
of the Company in a material manner. The foregoing definition shall not be
deemed to be inclusive of all the acts or omissions which the Company may
consider as ground for your dismissal or discharge.
(b) Your termination of continuous status as an employee, director
or consultant is due to your disability. This option will then expire on the
earlier of the Expiration Date set forth above or twelve (12) months following
such termination of continuous status as an employee, director or consultant.
(c) Your termination of continuous status as an employee, director
or consultant is due to your death or your death occurs within three (3) months
following your termination for any other reason, in which event the option
shall. This option will then expire on the earlier of the Expiration Date set
forth above or twelve (12) months after your death; or
(d) If during any part of such three (3)-month period you may not
exercise your option solely because of the condition set forth in paragraph 6
above, then your option will not expire until the earlier of the Expiration Date
set forth above or until this option shall have been exercisable for an
aggregate period of three (3) months after your termination of continuous status
as an employee, director or consultant.
However, this option may be exercised following termination of continuous
status as an employee, director or consultant only as to that number of shares
as to which it was vested on the date of termination of continuous status as an
employee, director or consultant under the provisions of paragraph 2 of this
option.
2.
<PAGE> 3
7. EXERCISE.
(a) This option may be exercised, to the extent specified above, by
delivering a notice of exercise (in a form designated by the Company) together
with the exercise price to the Secretary of the Company, or to such other person
as the Company may designate, during regular business hours, together with such
additional documents as the Company may then require.
(b) By exercising this option you agree that, as a precondition to
the completion of any exercise of this option, the Company may require you to
enter an arrangement providing for the payment by you to the Company of any tax
withholding obligation of the Company arising by reason of the exercise of this
option or the lapse of any substantial risk of forfeiture to which the shares
are subject at the time of exercise. You also agree that any exercise of this
option has not been completed and that the Company is under no obligation to
issue any Common Stock to you until such an arrangement is established or the
Company's tax withholding obligations are satisfied, as determined by the
Company.
8. ADJUSTMENTS UPON CHANGES IN STOCK.
(a) If any change is made in the stock subject to this option
(through merger, consolidation, reorganization, recapitalization, stock
dividend, dividend in property other than cash, stock split, liquidating
dividend, combination of shares, exchange of shares, change in corporate
structure or other transaction not involving the receipt of consideration by the
Company), this option will be appropriately adjusted in type, maximum number of
shares subject to, and the exercise price per share thereof. Such adjustments
shall be made by the Company's Board of Directors the determination of which
shall be final, binding and conclusive. (The conversion of any convertible
securities of the Company shall not be treated as a "transaction not involving
the receipt of consideration by the Company.")
(b) In the event of: (1) a dissolution, liquidation, or sale of all
or substantially all of the assets of the Company; (2) a merger or consolidation
in which the Company is not the surviving corporation; (3) a reverse merger in
which the Company is the surviving corporation but the shares of the Company's
common stock outstanding immediately preceding the merger are converted by
virtue of the merger into other property, whether in the form of securities,
cash or otherwise; or (4) the acquisition by any person, entity or group within
the meaning of Section 13(d) or 14(d) of the Securities Exchange Act of 1934, as
amended ("Exchange Act"), or any comparable successor provisions (excluding any
employee benefit plan, or related trust, sponsored or maintained by the Company
or any affiliate of the Company) of the beneficial ownership (within the meaning
of Rule 13d-3 promulgated under the Exchange Act, or comparable successor rule)
of securities of the Company representing at least fifty percent (50%) of the
combined voting power entitled to vote in the election of directors, then: (i)
any surviving corporation shall assume this option or shall substitute a similar
option, or (ii) this option shall continue in full force and effect. In the
event any surviving corporation refuses to assume or substitute this option, (A)
to the extent optionee is then performing services as an employee, director or
consultant, the vesting of this option and the time which it may be exercised
shall be accelerated prior to such transaction and the option terminated if not
exercised after such acceleration and at or prior to such transaction, and (B)
to the extent optionee is not then performing services as an employee, director
or consultant, the option shall be terminated if not exercised prior to such
transaction.
3.
<PAGE> 4
9. TRANSFERABILITY. This option is not transferable, except by will or by
the laws of descent and distribution, and is exercisable during your life only
by you. Notwithstanding the foregoing, by delivering written notice to the
Company, in a form satisfactory to the Company, you may designate a third party
who, in the event of your death, shall thereafter be entitled to exercise this
option.
10. OPTION NOT A SERVICE CONTRACT. This option is not an employment
contract and nothing in this option shall be deemed to create in any way
whatsoever any obligation on your part to continue in the employ of the Company,
or of the Company to continue your employment with the Company. In addition,
nothing in this option shall obligate the Company or any affiliate of the
Company, or their respective shareholders, Board of Directors, officers, or
employees to continue any relationship which you might have as a director or
consultant for the Company or affiliate of the Company.
11. NOTICES. Any notices provided for in this option shall be given in
writing and shall be deemed effectively given upon receipt or, in the case of
notices delivered by the Company to you, five (5) days after deposit in the
United States mail, postage prepaid, addressed to you at the address specified
below or at such other address as you hereafter designate by written notice to
the Company.
12. AUTHORITY. This option is subject to all interpretations, amendments,
rules and regulations which may from time to time be promulgated and adopted by
the Company. This authority shall be exercised by the Board of Directors, or by
a committee of one or more members of the Board of Directors in the event that
the Board of Directors delegates its authority to a committee. The Board of
Directors, in exercise of this authority, may correct any defect, omission or
inconsistency in this option in a manner and to the extent the Board of
Directors shall deem necessary or desirable to make this option fully effective.
References to the Board of Directors shall mean the committee if a committee has
been appointed by the Board of Directors. Any interpretations, rules and
regulations promulgated by the Board of Directors shall be final and binding
upon the Company and its successors in interest as well as you and your heirs,
assigns, and other successors in interest. The Board of Directors at any time,
and from time to time, may amend the terms of this option; provided, however,
that your rights and obligations under this option shall not be impaired by any
such amendment unless (i) the Company requests your consent and (ii) you consent
in writing.
4.
<PAGE> 5
13. AVAILABLE SHARES. During the term of this option, the Company shall at
all times keep available the number of shares of stock required to satisfy the
exercise of such option
Dated the ____ day of __________________, 19__.
Very truly yours
Laser Power Corporation
By:
--------------------------------
Glenn H. Sherman
Duly authorized on behalf
of the Board of Directors
ATTACHMENTS:
Acknowledgment of Option Terms
Notice of Exercise
5.
<PAGE> 6
LASER POWER CORPORATION
ACKNOWLEDGMENT OF OPTION TERMS
The undersigned:
Acknowledges receipt of the foregoing option and the attachments
referenced therein and understands that all rights and liabilities with respect
to this option are set forth in the option; and
Acknowledges that as of the date of grant of this option, it sets forth
the entire understanding between the undersigned optionee and the Company and
its affiliates regarding the acquisition of stock in the Company and supersedes
all prior oral and written agreements on that subject with the exception of (i)
the options previously granted and delivered to the undersigned under any stock
option plan of the Company, and (ii) the following agreements only:
NONE
--------------------
(Initial)
OTHER
------------------------------
------------------------------
------------------------------
OPTIONEE
Address:
-------------------------------
-------------------------------
6.
<PAGE> 7
NOTICE OF EXERCISE
Laser Power Corporation
- -------------------------
- -------------------------
Date of Exercise: ____________
Ladies and Gentlemen:
This constitutes notice under my stock option that I elect to purchase the
number of shares for the price set forth below.
Type of option: Nonstatutory
Stock option dated:
-------------------
Number of shares as to which
option is exercised:
-------------------
Certificates to be issued in
name of:
-------------------
Total exercise price: $
-------------------
Cash payment delivered herewith: $
-------------------
Value of ______ shares of Common
Stock delivered herewith1: $
-------------------
Very truly yours,
-----------------------------------
- --------------
(1) Shares must meet the public trading requirements set forth in the
option. Shares must be valued in accordance with the terms of the option being
exercised, must have been owned for the minimum period required in the option,
and must be owned free and clear of any liens, claims, encumbrances or security
interests. Certificates must be endorsed or accompanied by an executed
assignment separate from certificate.
7.
