As filed with the Securities and Exchange Commission on September 26, 1997
Registration No. 333-______
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
--------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
BioSpecifics Technologies Corp.
(Exact Name of issuer as specified in its charter)
Delaware 11-3054851
(State or Other Jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
35 Wilbur Street
Lynbrook, New York 11563
(516) 593-7000
(Address of principal executive offices)
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BIOSPECIFICS TECHNOLOGIES CORP.
1997 STOCK OPTION PLAN
(Full title of the plan)
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ALBERT HORCHER, Secretary
BioSpecifics Technologies Corp.
35 Wilbur Street
Lynbrook, New York 11563
(Name and address of agent for service)
Telephone number, including area code, of agent for service: (516) 593-7000
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CALCULATION OF REGISTRATION FEE
================================================================================================================================
Proposed Proposed
Maximum Maximum Amount of
Title of Shares Amount to be Offering Price Aggregate Registration
to be Registered Registered Per Share(1) Offering Price(1) Fee
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<S> <C> <C> <C> <C>
Common Stock (par
value $.001 per
share).........................500,000 shares $4.625 $2,312,500 $701
================================================================================================================================
(1) Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457 of the Securities Act of 1933,
using the average of the high and low sale prices reported on the National Association of Securities Dealers Automated Quotation
System on September 22, 1997.
There are also registered hereunder such additional indeterminate number of shares as may be issued as a result of the
antidilution provisions of the BioSpecifics Technologies Corp. 1997 Stock Option Plan.
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PART I
Item 1. PLAN INFORMATION.
Not included pursuant to Form S-8 instructions.
Item 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.
Not included pursuant to Form S-8 instructions.
PART II
Item 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.
BioSpecifics Technologies Corp. (the "Company") hereby incorporates
herein by reference the following documents:
(1) The Company's annual report on Form 10-KSB for the year ended
January 31, 1997;
(2) All reports filed pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"),
on or after January 31, 1997, including the Company's Form 10-QSB
for the period ended July 31, 1997; and
(3) The description of the Company's Common Stock contained in the
Company's Registration Statement on Form 8-A filed with the
Securities and Exchange Commission (the "Commission") on February
21, 1992, including any amendments thereto and any reports filed
for the purpose of updating such description (the "Registration
Statement").
In addition, all documents filed by the Company pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act subsequent to the date of this
registration statement and prior to the filing of a post-effective amendment
which indicates that all securities offered herein have been sold or which
deregisters all securities then remaining unsold shall be deemed to be
incorporated herein by reference and to be a part hereof from the respective
date of filing of each such document.
Item 4. DESCRIPTION OF SECURITIES.
Not applicable.
Item 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
Item 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 145 of the Delaware General Corporation Law provides generally
that a person sued as a director, officer, employee or agent of a corporation
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may be indemnified by the corporation in nonderivative suits for expenses
(including attorneys' fees), judgments, fines and amounts paid in settlement if
such person acted in good faith and in a manner he or she reasonably believed to
be in the best interest of the corporation. In the case of criminal actions and
proceedings, such person must also have had no reasonable cause to believe his
or her conduct was unlawful. Indemnification of expenses is authorized in
stockholder derivative suits where such person in good faith and in a manner he
or she reasonably believed to be in the best interests of the corporation and so
long as he had not been found liable for negligence or misconduct in the
performance of his duty to the corporation. Even in this latter instance, the
court may determine that in view of all the circumstances such person is
entitled to indemnification for such expenses as the court deems proper.
The Company's By-laws authorize indemnification of directors,
officers, employees and agents on the terms and conditions set forth in Section
145 of the Delaware General Corporation Law.
Insofar as indemnification for liabilities arising under the
Securities Act of 1933, as amended (the "Act"), may be permitted to directors,
officers and controlling persons of the Company pursuant to the foregoing
provisions, or otherwise, the Company has been advised that in the opinion of
the Commission such indemnification is against public policy as expressed in the
Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the Company
of expenses incurred or paid by a director, officer or controlling person of the
Company 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 Company 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 Act and will be governed by the final
adjudication of such issue.
Item 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
Item 8. EXHIBITS.
Exhibit No. Exhibit
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3.1 Certificate of Amendment of Certificate of
Incorporation of the Company (incorporated by reference
from the Company's Registration Statement on Form S-18,
filed with the Commission on November 14, 1991
(Registration No. 33-40850-NY (the "1991 Registration
Statement")).
3.2 By-Laws of the Company, as amended (incorporated by
reference from the 1991 Registration Statement).
4.1 BioSpecifics Technologies Corp. 1997 Stock Option Plan.
23.1 Consent of KPMG Peat Marwick LLP, independent
accountants.
24.1 Power of Attorney (included on signature page of this
Form S-8).
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Item 9. UNDERTAKINGS.
(a) The undersigned 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 Act;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of this 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 this registration statement; and
(iii)To include any material information with respect to the
plan of distribution not previously disclosed in this
registration statement or any material change to such information
in this registration statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
- -------- -------
information to be included in a post-effective amendment by those paragraphs is
contained in periodic reports filed by the Company pursuant to Section 13 or
Section 15(d) of the Exchange Act that are incorporated by reference in this
registration statement.
(2) that, for the purpose of determining any liability under the 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; and
(3) to remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination of
the offering.
(b) The undersigned Company hereby undertakes that, for purposes of
determining any liability under the Act, each filing of the
Company's Annual Report pursuant to Section 13(a) or Section
15(d) of 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
this registration statement shall be deemed to be a new
registration statement relating to the securities offered
therein, and the offering of such securities at that time shall
be deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the Act
may be permitted to directors, officers and controlling persons
of the Company pursuant to the foregoing provisions, or
otherwise, the Company has been advised that in the opinion of
the Commission such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities
(other than the payment by the Company of expenses incurred or
paid by a director, officer or controlling person of the Company
in the successful defense of any action, suit or proceeding) is
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asserted by such director, officer or controlling person in
connection with the securities being registered, the Company
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 Act and will be governed by the final adjudication of such
issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant has duly caused this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Lynbrook,
State of New York on this day of September 26, 1997.
BIOSPECIFICS TECHNOLOGIES CORP.
/S/ EDWIN H. WEGMAN
---------------------------------------
By: Edwin H. Wegman
Chairman and President
POWER OF ATTORNEY
Each of the undersigned officers and directors of BioSpecifics
Technologies Corp. hereby severally constitutes and appoints Albert Horcher and
Thomas L. Wegman, and each of them severally, as attorney-in-fact for the
undersigned, in any and all capacities, with full power of substitution, to sign
this Registration Statement and any 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, granting unto said attorney-in-fact full power and
authority to do and perform each and every act requisite and necessary to be
done in and about the premises, as fully to all intents and purposes as he or
she might or could do in person, hereby ratifying and confirming all that said
attorney-in-fact 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 below by the following persons in the
capacities and on the dates indicated.
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<S> <C> <C>
/S/ EDWIN H. WEGMAN Chairman of the Board, President and September 26, 1997
- ----------------------- Director (Principal Executive Officer)
Edwin H. Wegman
/S/ ALBERT HORCHER Secretary and Treasurer, Principal September 26, 1997
- ----------------------- Financial and Chief Accounting Officer
Albert Horcher
/S/ THOMAS L. WEGMAN Executive Vice President and Director September 26, 1997
- -----------------------
Thomas L. Wegman
/S/ PAUL A. GITMAN Director September 26, 1997
- -----------------------
Paul A. Gitman, M.D.
/S/ HENRY MORGAN Director September 26, 1997
- -----------------------
Henry Morgan
Director September 26, 1997
- -----------------------
Sherman C. Vogel
/S/ RAINER FRIEDEL Director September 26, 1997
- -----------------------
Rainer Friedel
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<PAGE>
INDEX TO EXHIBITS
The following is a complete list of exhibits filed as part of this
registration statement:
Exhibit No. Exhibit
- ----------- -------
3.1 Certificate of Amendment of Certificate of
Incorporation of the Company (incorporated by reference
from the Company's Registration Statement on Form S-18,
filed with the Commission on November 14, 1991
(Registration No. 33-40850-NY (the "1991 Registration
Statement")).
3.2 By-Laws of the Company, as amended (incorporated by
reference from the 1991 Registration Statement).
4.1 BioSpecifics Technologies Corp. 1997 Stock Option Plan.
23.1 Consent of KPMG Peat Marwick LLP, independent
accountants.
24.1 Power of Attorney (included on signature page of this
Form S-8).
BIOSPECIFICS TECHNOLOGIES CORP.
1997 STOCK OPTION PLAN
1. Name and Purpose. The purpose of this Plan, which shall be known
as the "BioSpecifics Technologies Corp. 1997 Stock Option Plan" (the "Plan"), is
to advance the interests of BioSpecifics Technologies Corp. (the "Company") by
providing a material incentive for the continued services of those key
employees, independent agents, consultants, attorneys and directors of the
Company or its Subsidiaries who made significant contributions toward the
Company's success and development, by encouraging those key employees,
independent agents, consultants, attorneys and directors to increase their
proprietary interest in the Company and by attracting new, able executives to
employment with the Company or its Subsidiaries.
2. Definitions. For purposes of this Plan, the following terms, when
capitalized, shall have the meanings designated herein unless a different
meaning is plainly required by the context.
(a) "Board" shall mean the Board of Directors of the Company.
(b) "Code" shall mean the Internal Revenue Code of 1986, as
amended.
(c) "Committee" shall mean a Stock Option Committee of not less
than two directors of the Company, each of whom is a "non-employee" director
within the meaning of Rule 16b-3(c) under the Exchange Act and/or an "outside
director" within the meaning of Section 162(m)(4)(c)(I) of the Code and the
Treasury Regulations issued thereunder.
(d) "Common Shares" shall mean the shares of the Company's common
stock, par value $.001 per share.
(e) "Consultant" shall mean any independent agent, consultant or
attorney to or for the Company or a Subsidiary who, in the opinion of the Board,
has demonstrated a capacity for contributing in a substantial measure to the
success of the Company and its Subsidiaries.
(f) "Effective Date" shall mean the date on which this Plan shall
have been approved by the directors and shareholders of the Company.
(g) "Exchange Act" shall mean the Securities Exchange Act of
1934, as amended.
(h) "Fair Market Value" of the Common Shares on a certain date
shall mean, if the Common Shares are listed on the National Association of
<PAGE>
Securities Dealers Automated Quotation System ("NASDAQ"), the average of the
closing bid and ask prices as quoted on NASDAQ on the date specified, or if the
Common Shares are not quoted on NASDAQ on such date, on the next preceding date
on which the Common Shares are traded. If the Common Shares are not listed on
NASDAQ, then "Fair Market Value" of the Common Shares on a certain date shall be
that value which the Board or the Committee determines, in good faith, to be the
fair market value of the Common Shares on such date.
(i) "Key Employee" shall mean any employee of the Company or a
Subsidiary who, in the opinion of the Board, has demonstrated a capacity for
contributing in a substantial measure to the success of the Company and its
Subsidiaries.
(j) "Non-Qualified Stock Options" shall mean those options
granted by the Company pursuant to this Plan which do not qualify for favorable
tax treatment under Section 422 of the Code.
(k) "Participant" shall mean a Key Employee, Participating
Director or Consultant selected by the Board to receive options, whether
Qualified Incentive Stock Options or Non-Qualified Stock Options, granted under
this Plan.
(l) "Participating Director" shall mean any director of the
Company or any Subsidiary who, in the opinion of the Board, has demonstrated a
capacity for contributing in a substantial measure to the success of the Company
and its Subsidiaries.
(m) "Qualified Incentive Stock Options" shall mean those options
granted by the Company pursuant to this Plan which qualify for favorable tax
treatment under Section 422 of the Code.
(n) "Retirement" shall mean retirement (i) on or after age 55
with 20 or more years of service, (ii) on or after age 60 or (iii) with the
consent of the Committee.
(o) "Securities Act" shall mean the Securities Act of 1933, as
amended.
(p) "Subsidiary" shall mean a subsidiary corporation of the
Company as defined in Section 424(f) of the Code.
3. Administration; Selection of Participants.
(a) This Plan shall be administered by the Committee or, with
respect to non-employee directors, the Board, which shall select the
Participants and shall grant to the Participants stock options under, and in
accordance with, the provisions of this Plan. If the Committee is administering
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the Plan, it shall report all action taken by it to the Board which shall review
and ratify or approve those actions which are required by law to be so reviewed
and ratified or approved by the Board. To the extent the Committee administers
this Plan, all references herein to the "Board" shall mean the "Committee." The
stock options granted under this Plan may be either Qualified Incentive Stock
Options or Non-Qualified Stock Options, within the discretion of the Board.
Non-Qualified Stock Options may be granted to any Participant, including Key
Employees, Consultants and Participating Directors. Qualified Incentive Stock
Options may be awarded only to Key Employees (including directors who are Key
Employees).
(b) Subject to the express provisions of this Plan, the Board
shall have authority to (i) adopt regulations and procedures which are
consistent with the terms of this Plan; (ii) adopt and amend stock option
agreements between the Company and a Participant as they deem advisable and to
determine the terms and provisions of such stock option agreements, including
the number of shares with respect to which options are granted to a Participant,
the option price for such shares, and the date or dates when the option or parts
of it may be exercised, the restrictions applicable thereto, which need not be
identical, and which terms shall comply with any applicable requirements of
Paragraph 5 below; (iii) construe and interpret such stock option agreements and
to impose therein such limitations and restrictions as are deemed necessary or
advisable by counsel for the Company so that compliance with the federal
securities laws and with the securities laws of the various states may be
assured; and (iv) make all other determinations necessary or advisable for
administering this Plan. All decisions and interpretations made by the Board
shall be binding and conclusive on all Participants, their legal representatives
and beneficiaries.
4. Shares Subject to the Plan.
(a) The Shares to be issued and delivered by the Company upon
exercise of options granted under this Plan (whether Qualified Incentive Stock
Options or Non-Qualified Stock Options) are the Common Shares, which may be
either authorized but unissued shares, or treasury shares, in the discretion of
the Board.
(b) The aggregate number of the Common Shares which may be issued
under this Plan shall be 500,000; subject, however, to the adjustments provided
in Paragraphs 10 and 18 after the Effective Date. The Board may, from time to
time, increase the number of Shares available for grant under this Plan.
(c) Shares covered by an option which is no longer exercisable
with respect to such shares shall again be available for issuance in connection
with other options granted under this Plan.
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(d) During any calendar year, no Participant may be granted
options pursuant to this Plan on more than 350,000 Common Shares subject to the
adjustments provided in Paragraphs 10 and 18 after the Effective Date.
5. Terms of Options. Options granted under this Plan shall be
evidenced by stock option agreements authorized by the Board and executed by a
duly authorized officer of the Company. Such stock option agreements shall
contain such terms as the Board shall determine, subject to the following
limitations and requirements:
(a) Option Price: The option price per Common Share shall be not
less than 100% of the Fair Market Value of the Common Shares on the date of
grant of such option; provided, however, that the option price of any Qualified
Incentive Stock Options granted to any stockholder of the Company who owns at
least 10% of the Common Shares shall not be less than 110% of such Fair Market
Value.
(b) Period within which option may be exercised: In general,
options granted under this Plan will become exercisable in four equal, annual
installments commencing one year after the date the option is granted, although
the Board, in its discretion, may provide for different vesting schedules. Each
option granted under this Plan shall terminate (become non-exercisable) after
the expiration of ten years from the date of grant of such option; provided,
however, that Qualified Incentive Stock Options granted to any stockholder of
the Company who owns, at the time of grant, at least 10% of the Common Shares,
shall terminate after the expiration of five years from the date of grant of
such option.
(c) Termination of option by reason of termination of employment,
consultancy or directorship: Upon termination of a Key Employee's employment
with the Company or a Subsidiary, all options granted under this Plan to such
Participant which are not exercisable on the date of such termination shall
immediately terminate, and any remaining exercisable options shall terminate if
not exercised before the expiration of the applicable period specified below, or
at such earlier time as may be applicable under subparagraph 5(b) above:
(i) No later than thirty (30) days following such
termination of employment if such termination was not a result of
death or retirement of the Participant.
(ii) No later than six (6) months following such termination
of employment if such termination was because of death, or
because of retirement under the provisions of any retirement plan
of the Company or any Subsidiary, or with the consent of the
Company.
Whether time spent on leave of absence granted by the Company or any
Subsidiary shall contribute continued employment for purposes of this Plan shall
be determined by the Board in its sole discretion.
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Notwithstanding the foregoing, the Board may, in its sole discretion,
impose more restrictive conditions on the exercise of an option granted under
this Plan, including, without limitation, restrictions relating to length of
service, corporate performance, attainment of individual or group performance
objectives, resale restrictions, federal or state securities laws and providing
for no exercise of any option after termination of a Key Employee's employment.
Any and all such conditions shall be specified in the stock option agreement
limiting and defining such option.
The Board may, in its sole discretion, impose similar conditions upon
the exercise of any options granted to Consultants or to Participating Directors
(who are not Key Employees), but is not required to do so.
(d) Non-transferability: No option under this Plan shall be
assignable or transferable except, in the event of the death of a Participant,
by his or her will or by the laws of descent and distribution. In the event of
the death of a Participant, the representative or representatives of his or her
estate, or the person or persons who acquired (by bequest or inheritance) the
rights to exercise his or her stock options granted under this Plan, may
exercise any of the unexercised options or part thereof prior to the expiration
of the applicable exercise period, as specified in sub-paragraphs 5(b) and 5(c)
above, or in the stock option agreement relating to such options. No transfer of
an option by a participant by will or by laws of descent and distribution shall
be effective to bind the Company unless the Company shall have been furnished
with written notice thereof and a copy of the will and such other evidence as
the Company may deem necessary to establish the validity of the transfer and the
acceptance by the transferee or transferees of the terms and conditions of such
option.
(e) More than one option granted to a Participant: More than one
option, and more than one form of option, may be granted to a Participant under
this Plan.
(f) Partial exercise: Unless otherwise provided in the stock
option agreement, any exercise of an option granted under this Plan may be made
in whole or in part.
(g) Limitation on Amount of Qualified Incentive Stock Options:
The aggregate fair market value (determined at the time the option is granted)
with respect to which Qualified Incentive Stock Options become exercisable by a
Participant for the first time during any calendar year (including all such
plans of the Company and its Subsidiaries) shall not exceed $100,000.
6. Period of Granting Options. No option shall be granted under this
Plan subsequent to ten years after the Effective Date.
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7. No Effect Upon Employment Status. The fact that an employee,
independent agent, consultant, attorney or director has been selected as a
Participant shall not limit or otherwise qualify the right of his or her
employer to terminate his or her employment, engagement or directorship at any
time.
8. Method of Exercise. Any option granted under this Plan may be
exercised by written notice to the Secretary of the Company, signed by the
Participant, or by such other person as is entitled to exercise such option. The
notice of exercise shall state the number of shares in respect of which the
option is being exercised, and shall be accompanied by the payment, in cash,
and/or, as provided below, in the Common Shares, of the full option price for
such shares. At the written request of the Participant and upon approval by the
Board, shares acquired pursuant to the exercise of any option may be paid for at
the time of exercise by the surrender of Common Shares held by or for the
account of the Participant at the time of exercise (for Qualified Incentive
Stock Options only to the extent permitted by subsection (c) (4) of Section 422
of the Code, without liability to the Company). In such case, the fair market
value of the surrendered shares shall be determined by the Board as of the date
of exercise in the same manner as such value is determined upon the grant of an
option. A certificate or certificates for the Common Shares purchased through
the exercise of an option shall be issued in the regular course after the
exercise of the option and payment therefor. The Company shall be afforded
reasonable opportunity after exercise of any option to comply with any
requirements for stock exchange listing, for registration under applicable
securities or other laws and for compliance with other laws and regulations, if
any, before issuance of the shares being purchased on such exercise. During the
option period, no person entitled to exercise any option granted under this Plan
shall have any of the rights or privileges of a shareholder with respect to any
shares issuable upon exercise of such option until certificates representing
such shares shall have been issued and delivered.
9. Implied Consent of Participants. Every Participant, by his or her
acceptance of an option under this Plan, shall be deemed to have consented to be
bound, on his or her own behalf and on behalf of his or her heirs, assigns, and
legal representatives, by all of the terms and conditions of this Plan.
10. Share Adjustments. In the event there is any change in the Common
Shares resulting from stock splits, stock dividends of more than 5% in any year,
combinations or exchanges of shares, or other similar capital adjustments,
equitable proportionate adjustments shall be made by the Board in (1) the number
of shares available for option under this Plan, (2) the number of shares subject
to options granted under this Plan, and (3) the option price of optioned shares.
11. Merger, Consolidation, or Sale of Assets. In the event the Company
shall consolidate with, merge into, or transfer all or substantially all of its
assets to another corporation or corporations (herein referred to as "successor
employer corporation"), such successor employer corporation may obligate itself
to continue this Plan and to assume all obligations under this Plan (for
Qualified Incentive Stock Options, in a manner consistent with the provisions of
Section 424(a) of the Code, or the provisions of that Section as it may be
hereafter amended or as it may be replaced by any other section or sections of
the Code of like intent or purpose). In the event that such successor employer
corporation does not obligate itself to continue this Plan as above provided,
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this Plan shall terminate upon such consolidation, merger or transfer, and any
option previously granted hereunder shall terminate. If practical, the Company
shall give each Participant twenty (20) days' prior notice of any possible
transaction which might terminate this Plan and the options previously granted
hereunder.
12. Conflicting Provisions. In case of any conflict between the
provisions of this Plan and the provisions of a stock option agreement entered
into pursuant to this Plan, the provisions of this Plan shall control.
13. Company Responsibility. All expenses of this Plan, including the
cost of maintaining records, shall be borne by the Company. The Company shall
have no responsibility or liability for any act or thing done or left undone
with respect to the price, time, quality, or other conditions and circumstances
of the purchase of shares under the terms of this Plan, so long as the Company
acts in good faith.
14. Use of Proceeds. The proceeds received by the Company from the
sale of stock under this Plan shall be added to the general funds of the Company
and shall be used for such corporate purposes as the Board shall direct.
15. Tax Treatment. With respect to Qualified Incentive Stock Options,
this Plan is intended to comply with the provisions of Section 422 of the Code.
Any provisions of this Plan which conflict with the provisions of Section 422
shall be deemed to be hereby amended so as to comply therewith.
16. Law Governing. This Plan and the rights of all persons hereunder
shall be governed by, and construed and enforced in accordance with, the laws of
the State of Delaware.
17. Securities Laws. The Board shall take all necessary or appropriate
actions to ensure that all option grants and all exercises thereof under this
Plan are in full compliance with all federal and state securities laws.
18. Withholding and Deductions. Notwithstanding anything to the
contrary contained herein, if at any time specified herein for the making of any
payment of cash or any delivery of Option stock to any person, by reason of the
grant of an option, the exercise thereof, or otherwise, any law or regulation of
any governmental authority having jurisdiction in the premises shall require the
Company to withhold, or to make any deduction for any taxes or take any other
action in connection with the payment or delivery then to be made, such payment
or delivery, as the case may be, shall be deferred until such withholding or
deduction shall have been adequately provided for, in the opinion of the Board.
18.
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19. Amendment and Termination. The Board may alter, amend or terminate
this Plan at any time, or from time to time, without obtaining any approval of
the Company's shareholders; except that this Plan may not be amended to (a)
change the option price of optioned shares (excepting proportionate adjustments
made under Paragraph 10); (b) change the requirement that the option price per
Common Share not be less than 100% of the Fair Market Value of the Common Shares
on the date the option is granted (or less than 110% in the case of 10%
stockholders being issued Qualified Incentive Stock Options); (c) to extend the
time within which options may be granted or the time within which a granted
option may be exercised; or (d) to change, without the consent of the
Participant, any option previously granted to him or her under this Plan, except
as provided herein. If this Plan is terminated, any unexercised option shall
continue to be exercisable in accordance with its terms, except as provided in
paragraph 11 above.
20. Variations in Pronouns. Whenever used in this Plan, unless the
context otherwise requires, words used in the singular shall also include the
plural, and words used in the masculine gender shall also include the feminine
or neuter gender.
21. Captions and Headings. The Paragraph and subparagraph headings and
captions are for reference purposes only and shall not in any way affect the
meaning or interpretation of any such Paragraph or subparagraph of this Plan.
8
KPMG PEAT MARWICK LLP
Independent Auditors' Consent
-----------------------------
Board of Directors
Biospecifics Technologies Corp.:
We consent to the use of our report dated April 18, 1997 incorporated herein by
reference.
/S/ KPMG PEAT MARWICK LLP
----------------------------------
KPMG PEAT MARWICK LLP
Jericho, New York
September 22, 1997
