As filed with the Securities and Exchange Commission on
April 2, 1997
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
OLYMPUS VENTURES, INC.
(Exact name of registrant as specified in its charter)
Washington 91-1552419
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
3418 Ocean Boulevard, Fort Lauderdale, Florida 33308
(Address of Principal Executive Offices) (Zip Code)
1997 EMPLOYEE STOCK OPTION PLAN
(Full title of the plan)
CaridadMonier, 3418 Ocean Blvd., Fort Lauderdale, Florida 33308 (Name and
address of agent for service)
(954) 565-9292
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
PROPOSED PROPOSED
TITLE OF MAXIMUM MAXIMUM
SECURITIES AMOUNT OFFERING AGGREGATE AMOUNT OF
TO BE TO BE PRICE PER OFFERING REGISTRATION
REGISTERED REGISTERED SHARE(1) PRICE FEE
Common 2,000,000 $0.80 $1,600,000.00 $500.00
Stock ($0.0001
par value)
(1) Bona fide estimate of maximum offering price solely for the purpose of
calculating the registration fee pursuant to Rule 457(h) of the Securities Act
of 1933, as amended, based on the average bid and asked price of the
registrant's common stock as of a date within five business days prior to the
date of filing this registration statement.
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PART I. INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Not Applicable.
PART II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The Registrant is subject to the informational and reporting requirements
of Sections 13 and 15(d) of the Securities and Exchange Act of 1934, as amended
(the "Exchange Act"), and in accordance therewith files reports and other
information with the Securities and Exchange Commission (the "Commission"). The
following documents, which are on file with the Commission, are incorporated in
this Registration Statement by reference: (a) The Registrant's latest annual
report on Form 10-K for the fiscal year ended June 30, 1996.
(b) All other reports filed by the Registrant with the Commission pursuant
to Section 13(a) or 15(d) of the Exchange Act since the end of the fiscal year
ended June 30, 1996.
(c) The description of the Common Stock provided in the Registration
Statement filed by the Registrant on Form S-1 under the Securities Act of 1933,
as amended, and declared effective March 17, 1992, including any amendment or
report filed for the purpose of updating such description.
Prior to the filing of a post-effective amendment which indicates that all
securities covered by this Registration Statement have been sold or which
deregisters all such securities then remaining unsold, all reports and other
documents subsequently filed by the Registrant pursuant to Sections 13(a),
13(c), 14, and 15(d) of the Exchange Act shall be deemed to be incorporated by
reference herein and to be a part hereof from the date of the filing of such
reports and documents.
ITEM 4. DESCRIPTION OF SECURITIES.
Not Applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not Applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Washington Business Corporation Act provides both mandatory and
permissive indemnification of directors and officers from liabilities arising in
any legal proceeding to which the director or officer is a party because of
being a director or officer of the corporation. Unless limited by the articles
of incorporation, indemnification is mandatory with respect to any director or
officer who was wholly successful, on the merits or otherwise, in the defense of
any applicable proceeding.
Indemnification, including the advancement of legal fees and expenses, is
permissive in certain circumstances with respect to a director or officer made a
party to a proceeding if the individual acted in good faith and reasonably
believed that the conduct in issue was in the corporation's best interest, and
in the case of any criminal proceeding, the individual had no reasonable cause
to believe the individual's conduct was unlawful.
As permitted by the Washington Business Corporation Act, the Articles of
Incorporation and By-laws of the Registrant permit the Registrant to indemnify
to the fullest extent permitted by the Washington Business Corporation Act, any
and all persons whom it shall have power to indemnify under said laws from and
against any and all of the expenses, liabilities or other matters referred to in
or covered by said laws, and the indemnification provided for therein shall not
be deemed exclusive of any other rights to which those indemnified may be
entitled under any law, by-law, agreement, vote of shareholders or disinterested
Directors or otherwise, both as to action in such person's official capacity and
as to action in another capacity while holding such office, and shall continue
as to a person who has ceased to be a Director, Officer or agent and shall inure
to the benefit of the heirs, executors, and administrators of such a person. The
Registrant may purchase indemnity insurance.
The foregoing discussion of indemnification merely summarizes certain
aspects of the indemnification provisions of the Washington Business
Corporations Act and the Articles of Incorporation and By-Laws of the
Registrant, and is limited by reference to Sections 23B.08.320 et. seq. of the
Washington Business Corporation Act and Section 9 of Registrant's By-laws.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
No restricted securities are being re-offered or resold pursuant to this
Registration Statement.
ITEM 8. EXHIBITS.
EXHIBIT
NUMBER DESCRIPTION
3.1(*) Articles of Incorporation and Bylaws of Registrant
4 1997 Employee Stock Option Plan
5 Opinion of Counsel with respect to the legality of
issuance of securities being registered
23.1 Consent of Independent Auditor
23.2 Consent of Counsel (included in Opinion of Counsel
in Exhibit 5 hereto)
24 Power of Attorney (included on signature page of
this Registration Statement)
* Previously filed with the Commission as an Exhibit to the Registration
Statement on Form S-1, as amended, File No. 33-42070, originally filed with the
Commission on August 8, 1991.
ITEM 9. UNDERTAKINGS.
(a) The 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 to include any
material information with respect to the plan of distribution not previously
disclosed in the Registration Statement or any material change to such
information in the Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new Registration Statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination of
the offering.
(b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to section 13(a) or section 15(d) of the
Securities Exchange Act of 1934 that is incorporated by reference in the
Registration Statement shall be deemed to be a new Registration Statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the 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 Act and will be governed by the final adjudication of
such issue.
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 Hialeah, Florida, this 2nd day of April 1997.
OLYMPUS VENTURES, INC.
By: /s/ GARY R. MORGAN
Name: Gary R. Morgan
Title: Chairman and Chief Executive Officer
POWER OF ATTORNEY
Each person whose signature appears below hereby constitutes and appoints
Gary R. Morgan his true and lawful attorney-in-fact and agent, with full power
of substitution, to sign on his behalf, individually and in each capacity stated
below, all amendments and post-effective amendments to this Registration
Statement on Form S-8 and to file the same, with all exhibits thereto and any
other documents in connection therewith, with the Commission under the
Securities Act, granting unto said attorney-in-fact and agent full power and
authority to do and perform each and every act and thing requisite and necessary
to be done in and about the premises, as fully and to all intents and purposes
as each might or could do in person, hereby ratifying and confirmeing each act
that said attorney-in-fact and agent may lawfully do or cause to be done by
virtue thereof.
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 TITLE DATE
/s/ GARY R. MORGAN Director April 1, 1997
Gary R. Morgan
/s/ ROLAND BRETON Director April 1, 1997
Roland Breton
<PAGE>
EXHIBIT 4
OLYMPUS VENTURES, INC.
A Washington Corporation
1997 EMPLOYEE STOCK OPTION PLAN
ESTABLISHMENT, PURPOSE AND TERM OF PLAN.
ESTABLISHMENT. The Olympus Ventures, Inc. 1997 Employee Stock
Option Plan (the "PLAN") is hereby established effective as of
April 1, 1997 (the "EFFECTIVE DATE").
PURPOSE. The purpose of the Plan is to promote the success of the Company and
its Subsidiaries by attracting and retaining employees by supplementing their
cash compensation and providing a means for them to increase their holdings of
Stock of the Company. The opportunity so provided and the receipt of Options as
compensation are intended to foster in participants a strong incentive to put
forth maximum effort for the continued success and growth of the Company for the
benefit of customers and shareholders, to aid in retaining individuals who put
forth such efforts, and to assist in attracting the best available individuals
in the future.
TERM OF PLAN. The Plan shall continue in effect until the earlier of its
termination by the Board or the date on which all of the shares of Stock
available for issuance under the Plan have been issued. However, all Options
shall be granted, if at all, within ten (10) years from the Effective Date.
Notwithstanding the foregoing, if the maximum number of shares of Stock issuable
pursuant to the Plan as provided in Section 3.1 has been increased at any time,
all Options shall be granted, if at all, within ten (10) years from the date
such amendment was adopted by the Board. The Plan shall supersede all prior
plans which shall terminate on the Effective Date.
1. DEFINITIONS AND CONSTRUCTION.
1.1 DEFINITIONS. Whenever used herein, the following terms shall have their
respective meanings set forth below:
(a) "BOARD" shall mean the Board of Directors of the Company or
the Committee.
(b) "CODE" shall mean the Internal Revenue Code of 1986, as amended, and any
applicable regulations promulgated thereunder.
(c) "COMMITTEE" shall mean the Compensation/Benefits Committee,
if such committee is established, or other such committee of
the Board duly appointed to administer the Plan and having
such powers as shall be specified by the Board. Unless the
powers of the Committee have been specifically limited, the
Committee shall have all of the powers of the Board granted
herein, including, without limitation, the power to amend or
terminate the Plan at any time, subject to the terms of the
Plan and any applicable limitations imposed by law.
(c) "COMPANY" shall mean Olympus Ventures, Inc., a Washington corporation, or
any successor corporation thereto.
(d) "EMPLOYEE" shall mean any person treated as an employee
(including an officer or a director who is also treated as
an employee) in the records of the Company and its
Subsidiaries; provided, however, that neither service as a
director nor payment of a director's fee shall be sufficient
to constitute employment for purposes of the Plan.
Notwithstanding the foregoing, the Chairman of the Board and
any consultant or adviser of the Company approved by the
Board shall be deemed an Employee for purposes of the Plan,
provided that bona fide services shall be rendered by any
such consultant or advisor and such services are not in
connection with the offer or sale of securities in a
capital-raising transaction; and further provided that
neither the Chairman nor a consultant may be issued
Incentive Stock Options.
(e) "EXCHANGE ACT" shall mean the Securities Exchange Act of
1934, as amended.
(f) "FAIR MARKET VALUE" shall mean, as of any date, the closing bid price of
the Stock on the day prior to such date, or if the Stock was not traded on
such day, on the next preceding day on which the Stock was traded.
(g) "INCENTIVE STOCK OPTION" shall mean an Option so denominated in the Option
Agreement and which qualifies as an incentive stock option within the
meaning of Section 422(b) of the Code.
(h) "NONQUALIFIED STOCK OPTION" shall mean an Option so denominated or which
does not qualify as an Incentive Stock Option.
(i) "OPTION" shall mean a right to purchase Stock (subject to adjustment as
provided in Section 3.2) pursuant to the terms and conditions of the Plan.
An Option may be either an Incentive Stock Option or a Nonqualified Stock
Option.
(j) "OPTION AGREEMENT" shall mean a written agreement between the Company and
an Optionee setting forth the terms, conditions and restrictions of the
Option and/or SAR granted to the Optionee.
(k) "OPTIONEE" shall mean a person who has been granted one or more Options
and/or SAR's pursuant to the Plan.
(l) "RULE 16B-3" shall mean Rule 16b-3 under the Exchange Act, as amended from
time to time, or any successor rule or regulation.
(m) "STOCK" shall mean the Company's common stock, $0.0001 par value, as
adjusted from time to time in accordance with Section 3.2.
(n) "STOCK APPRECIATION RIGHT (SAR)" means the right, granted by the Board
(subject to adjustments provided in Section 3.2), pursuant to the terms of
the Plan, to receive payment equal to the subsequent increase in the Fair
Market Value of the Stock.
(o) "SUBSIDIARY" means any present or future "subsidiary corporation" of the
Company, as defined in Section 424(f) of the Code.
(p) "TEN PERCENT OWNER OPTIONEE" means an Optionee who, at the time an Option
is granted to the Optionee, owns stock constituting more than ten percent
(10%) of the total combined voting power of all classes of stock of Company
within the meaning of Section 422(b)(6) of the Code.
(q) "TRANSFER OF CONTROL" shall mean a transaction or a series
of related transactions (collectively, the "TRANSACTION")
wherein the shareholders of the Company immediately before
the Transaction do not retain immediately after the
Transaction, in substantially the same proportions as their
ownership of shares of the Company's voting stock
immediately before the Transaction, direct or indirect
beneficial ownership of more than fifty percent (50%) of the
total combined voting power of the outstanding voting stock
of the Company or the corporation or corporations to which
the assets of the Company were transferred (the "TRANSFEREE
CORPORATION(S)"), as the case may be, is or becomes such a
50% owner. For purposes of the preceding sentence, indirect
beneficial ownership shall include, without limitation, an
interest resulting from ownership of the voting stock of one
or more corporations which, as a result of the Transaction,
own the Company or the Transferee Corporation(s), as the
case may be, either directly or through one or more
subsidiary corporations. The Board shall have the right to
determine whether multiple sales or exchanges of the voting
stock of the Company are related, and its determination
shall be final, binding and conclusive.
1.2 CONSTRUCTION. Captions and titles contained herein are for convenience only
and shall not affect the meaning or interpretation of any provision of the Plan.
Except when otherwise indicated by the context, the singular shall include the
plural, the plural shall include the singular, and the term "or" shall include
the conjunctive as well as the disjunctive.
2. ADMINISTRATION.
2.1 ADMINISTRATION BY THE BOARD. The Plan shall be administered by the Board,
including any duly appointed committee of the Board. All questions of
interpretation of the Plan or of any Option or SAR shall be determined by the
Board, and such determinations shall be final and binding upon all persons
having an interest in the Plan or such Option or SAR.
2.2 POWERS OF THE BOARD. In addition to any other powers set forth in the Plan
and subject to the provisions of the Plan and restrictions regarding Incentive
Stock Options set forth in the Code, the Board shall have the full and final
power and authority, in its sole discretion:
(a) to determine the persons to whom, and the time or times at which, Options
shall be granted and the number of shares of Stock to be subject to each Option
which determination need not be uniform among persons similarly situated and may
be made selectively among Employees; (b) to designate Options as Incentive Stock
Options or Nonqualified Stock Options; (c) to determine the persons to whom, and
the time or times at which, SARs and the number thereof shall be granted which
determination need not be uniform among persons similarly situated and may be
made selectively among Employees; (d) to determine the terms, conditions and
restrictions applicable (which need not be identical) to each Option and SAR
including, without limitation, (i) the exercise price of the Option or SAR, (ii)
the method of payment for shares purchased upon the exercise of the Option,
(iii) the method for satisfaction of any tax withholding obligation arising in
connection with the Option or SAR , including by the withholding or delivery of
shares of stock, (iv) the method of payment upon exercise of any SARs, (v) the
timing, terms and conditions of the exercisability of the Option or SAR, (vi)
the time of the expiration of the Option or SAR, (vii) the effect of the
Optionee's termination of employment or service with Company on any of the
foregoing, and (viii) all other terms, conditions and restrictions applicable to
the Option or SAR or such shares not inconsistent with the terms of the Plan;
(e) to approve one or more forms of Option Agreement; (f) to amend the
exercisability of any Option or SAR , including with respect to the period
following an Optionee's termination of employment or service with the Company;
(g) to prescribe, amend or rescind rules, guidelines and policies relating to
the Plan, or to adopt supplements to, or alternative versions of, the Plan,
including, without limitation, as the Board deems necessary or desirable to
comply with the laws of, or to accommodate the tax policy or custom of, foreign
jurisdictions whose citizens may be granted Options or SARs; and (h) to correct
any defect, supply any omission or reconcile any inconsistency in the Plan or
any Option Agreement and to make all other determinations and take such other
actions with respect to the Plan or any Option or SAR as the Board may deem
advisable to the extent consistent with the Plan and applicable law.
3. SHARES SUBJECT TO PLAN.
3.1 MAXIMUM NUMBER OF SHARES ISSUABLE. Subject to adjustment as provided in
Section 3.2, the maximum aggregate number of shares of Stock that may be issued
under the Plan shall be Two Million (2,000,000) and shall consist of authorized
but unissued or reacquired shares of Stock or any combination thereof. If an
outstanding Option or SAR for any reason expires or is terminated or canceled
prior to being fully exercised, the shares of Stock allocable to the unexercised
portion of such Option or SAR, shall again be available for issuance under the
Plan.
3.2 ADJUSTMENTS FOR CHANGES IN CAPITAL STRUCTURE. In the event of any stock
dividend, stock split, reverse stock split, recapitalization, combination,
reclassification or similar change in the capital structure of the Company,
appropriate adjustments shall be made in the number and class of shares subject
to the Plan and to any outstanding Options and SARs and in the exercise price
per share of any outstanding Options and SARs. If a majority of the shares which
are of the same class as the shares that are subject to outstanding Options and
SARs are exchanged for, converted into, or otherwise become (whether or not
pursuant to a Transfer of Control ) shares of another corporation (the "NEW
SHARES"), the Board shall amend the outstanding Options and SARs to provide that
such Options and SARs are exercisable for or with respect to New Shares. In the
event of any such amendment, the number of shares subject to, and the exercise
price per share of, the outstanding Options and SARs shall be adjusted in a fair
and equitable manner as determined by the Board, in its sole discretion. In the
event of any merger, consolidation or other combination materially effecting the
number of shares of Stock outstanding, the Board may, in its discretion, amend
the outstanding Options to make appropriate adjustments in the number and class
of shares subject to the Plan and to any outstanding Options and SARs and in the
exercise price per share of any outstanding Options and SARs. Notwithstanding
the foregoing, any fractional share resulting from an adjustment pursuant to
this Section 3.2 shall be rounded up or down to the nearest whole number, as
determined by the Board, and in no event may the exercise price be decreased to
an amount less than the par value, if any, of the stock subject to the Option.
The adjustments determined by the Board pursuant to this Section 3.2 shall be
final, binding and conclusive.
4. ELIGIBILITY AND OPTION LIMITATIONS.
4.1 PERSONS ELIGIBLE FOR OPTIONS AND SARS. Options and SARs may
be granted only to Employees.
4.2 FAIR MARKET VALUE LIMITATION. To the extent that the aggregate Fair Market
Value of stock with respect to which options designated as Incentive Stock
Options are exercisable by an Optionee for the first time during any calendar
year (under all stock option plans of the Company, including the Plan) exceeds
One Hundred Thousand Dollars ($100,000), the portion of such Options which
exceeds such amount shall be treated as Nonqualified Stock Options. For purposes
of this Section 4.3, options designated as Incentive Stock Options shall be
taken into account in the order in which they were granted, and the Fair Market
Value of stock shall be determined as of the time the Option with respect to
such stock is granted. If the Code is amended to provide for a different
limitation from that set forth in this Section 4.3, such different limitation
shall be deemed incorporated herein effective as of the date and with respect to
such Options as required or permitted by such amendment to the Code. If an
Option is treated as an Incentive Stock Option in part and as a Nonqualified
Stock Option in part by reason of the limitation set forth in this Section 4.3,
the Optionee may designate which portion of such Option the Optionee is
exercising and may request that separate certificates representing each such
portion be issued upon the exercise of the Option. In the absence of such
designation, the Optionee shall be deemed to have exercised the Incentive Stock
Option portion of the Option first.
4.3 NO RIGHT OF EMPLOYMENT. Nothing in the Plan or in any Option or SAR granted
hereunder shall confer any right on an Employee to continue in the employ of the
Company or its Subsidiaries or shall interfere in any way with the right of the
Company or its Subsidiaries to terminate such Employee's employment at any time.
5. TERMS AND CONDITIONS OF GRANTS. Options and SARs shall be evidenced by Option
Agreements specifying the number of shares of Stock covered thereby, in such
form as the Board shall from time to time establish. SARs may be granted alone
or in tandem with an Option grant, in the Board's sole discretion (but at all
times subject to the provisions of the Code). Option Agreements may incorporate
all or any of the terms of the Plan by reference and shall comply with and be
subject to the following terms and conditions:
5.1 EXERCISE PRICE. The exercise price for each Option and SAR shall be
established in the sole discretion of the Board; provided, however, if the
Option is an Incentive Stock Option that (a) the exercise price per share for an
Option shall not be less than the Fair Market Value of a share of Stock on the
effective date of grant of the Option; and (b) no Option granted to a Ten
Percent Owner Optionee shall have an exercise price per share less than one
hundred ten percent (110%) of the Fair Market Value of a share of Stock on the
effective date of grant of the Option. The exercise price for a Nonqualified
Stock Option and SAR shall be the same as provided above, unless otherwise
determined by the Board (but at all times subject to the provisions of the
Code). Notwithstanding the foregoing, an Option (whether an Incentive Stock
Option or a Nonqualified Stock Option) may be granted with an exercise price
lower than the minimum exercise price set forth above if such Option is granted
pursuant to an assumption or substitution for another option in a manner
qualifying under the provisions of Section 424(a) of the Code.
5.2 EXERCISE PERIOD. Options and SARs shall be exercisable at such time or
times, or upon such event or events, and subject to such terms, conditions,
performance criteria, and restrictions as shall be determined by the Board and
set forth in the Option Agreement evidencing such Option; provided, however,
that (a) no Option or SAR shall be exercisable after the expiration of ten (10)
years after the effective date of grant of such Option or SAR; and (b) no
Incentive Stock Option granted to a Ten Percent Owner Optionee shall be
exercisable after the expiration of five (5) years after the effective date of
grant of such Option.
5.3 PAYMENT OF OPTION EXERCISE PRICE.
(a) FORMS OF CONSIDERATION AUTHORIZED. Except as otherwise provided below,
payment of the exercise price for the number of shares of Stock being purchased
pursuant to any Option shall be made (i) in cash, by check, or cash equivalent;
(ii) by tender to the Company of shares of Stock owned by the Optionee having a
Fair Market Value (as determined by the Company without regard to any
restrictions on transferability applicable to such stock by reason of federal or
state securities laws or agreements with an underwriter for the Company) not
less than the exercise price; (iii) by the assignment of the proceeds of a sale
or loan with respect to some or all of the shares being acquired upon the
exercise of the Option (including, without limitation, through an exercise
complying with the provisions of Regulation T as promulgated from time to time
by the Board of Governors of the Federal Reserve System) (a "CASHLESS
EXERCISE"); (iv) by such other consideration as may be approved by the Board
from time to time to the extent permitted by applicable law; or (v) by any
combination thereof. The Board may at any time or from time to time, by adoption
of or by amendment to the standard forms of Option Agreement described in
Section 6, or by other means, grant Options which do not permit all of the
foregoing forms of consideration to be used in payment of the exercise price or
which otherwise restrict one or more forms of consideration.
(b) TENDER OF STOCK. Notwithstanding the foregoing, an Option may not be
exercised by tender to the Company of shares of Stock to the extent such tender
of Stock would constitute a violation of the provisions of any law, regulation
or agreement restricting the redemption of the Company's stock. Unless otherwise
provided by the Board, an Option may not be exercised by tender to the Company
of shares of Stock unless such shares either have been owned by the Optionee for
more than six (6) months or were not acquired, directly or indirectly, from the
Company.
(c) CASHLESS EXERCISE. The Company reserves, at any and all times, the right, in
the Company's sole and absolute discretion, to establish, decline to approve or
terminate any program or procedures for the exercise of Options by means of a
Cashless Exercise.
5.4 PAYMENT OF SARs. Upon exercise of a SAR the Company shall pay, subject to
5.5 below, the amount, if any, by which the Fair Market Value of a share of
Stock on the date of exercise exceeds the Fair Market Value on the date of
grant. The exercise of a SAR shall cancel any Option associated with it if said
SAR was granted in tandem with an Option. The payment for SARs shall be made in
shares of Stock, valued at the Fair Market Value on the date of exercise or, at
the sole discretion of the Board, in cash, or partly in cash and partly in
Stock.
5.5 TAX WITHHOLDING. The Company shall have the right, but not the obligation,
to deduct from the shares of Stock issuable upon the exercise of an Option, or
to deduct from amounts due the Optionee upon exercise of a SAR or to accept from
the Optionee the tender of, a number of whole shares of Stock having a Fair
Market Value, as determined by the Company, equal to all or any part of the
federal, state, local and foreign taxes, if any, required by law to be withheld
by the Company with respect to such Option or SAR exercise. Alternatively, or in
addition, in its sole discretion, the Company shall have the right to require
the Optionee, through payroll withholding, cash payment or otherwise, including
by means of a Cashless Exercise, to make adequate provision for any such tax
withholding obligations of the Company arising in connection with the Option or
SAR exercise. The Company shall have no obligation to deliver shares of Stock,
money or to release shares of Stock from an escrow established pursuant to the
Option Agreement until the Company's tax withholding obligations have been
satisfied by the Optionee.
6. STANDARD FORMS OF OPTION AGREEMENT.
6.1 INCENTIVE STOCK OPTIONS. Unless otherwise provided by the Board at the time
the Option is granted, an Option designated as an "Incentive Stock Option" shall
comply with and be subject to the terms and conditions set forth in the
appropriate form of Incentive Stock Option Agreement as adopted by the Board and
as amended from time to time.
6.2 NONQUALIFIED STOCK OPTIONS. Unless otherwise provided by the Board at the
time the Option is granted, an Option designated as a "Nonqualified Stock
Option" shall comply with and be subject to the terms and conditions set forth
in the appropriate form of Nonqualified Stock Option Agreement as adopted by the
Board and as amended from time to time.
6.3 SARs. Unless otherwise provided by the Board at the time an SAR is granted,
an SAR awarded either alone or in tandem with an Option shall comply with and be
subject to the terms and conditions set forth in the appropriate form of SAR
Option Agreement as adopted by the Board and as amended from time to time.
6.4 STANDARD TERM OF OPTIONS. Except as otherwise provided by the Board in the
grant of an Option or SAR, any Option or SAR granted hereunder shall have a term
of ten (10) years from the effective date of grant of the Option or SAR.
6.5 STANDARD VESTING PROVISIONS. Except as otherwise provided by the Board in
the grant of an Option or SAR, any Options or SARs granted hereunder shall
become vested and exercisable at the rate of twenty percent (20%) per year,
commencing upon the first anniversary of the effective date of grant of the
Option or SAR and each of the four (4) subsequent anniversaries thereafter.
6.6 AUTHORITY TO VARY TERMS. The Board shall have the authority from time to
time to vary the terms of any of the standard forms of Option Agreement
described in this Section 6 either in connection with the grant or amendment of
an individual Option or SAR or in connection with the authorization of a new
standard form or forms; provided, however, that the terms and conditions of any
such new, revised or amended standard form or forms of Option Agreement shall be
in accordance with the terms of the Plan. The Board, may in its discretion,
provide for the extension of the exercise period of an Option or SAR, accelerate
the vesting of an Option or SAR, eliminate or make less restrictive any
restrictions contained in an Option Agreement or waive any restriction or
provision of this Plan or an Option Agreement in any manner that is either (i)
not adverse to the Optionee, or (ii) consented to by the Optionee.
7. NONTRANSFERABILITY OF OPTIONS. During the lifetime of the Optionee, an Option
or SAR shall be exercisable only by the Optionee or the Optionee's guardian or
legal representative. No Option or SAR shall be assignable or transferable by
the Optionee, except by will or by the laws of descent and distribution.
Following an Optionee's death, the Option shall be exercisable to the extent
provided in Section 8 below.
8. EFFECT OF TERMINATION OF SERVICE.
8.1 OPTION AND SAR EXERCISABILITY.
(a) DISABILITY. If the Optionee's service with the Company is terminated because
of the disability of the Optionee, the Option, to the extent unexercised and
exercisable on the date on which the Optionee's service terminated, may be
exercised by the Optionee (or the Optionee's guardian or legal representative)
at any time prior to the expiration of three (3) months after the date on which
the Optionee's service terminated, but in any event no later than the Option
expiration date.
(b) DEATH. If the Optionee's service with the Company is terminated because of
the death of the Optionee, the Option, to the extent unexercised and exercisable
on the date on which the Optionee's service terminated, may be exercised by the
the Optionee's legal representative or other person who acquired the right to
exercise the Option by reason of the Optionee's death at any time prior to the
expiration of six (6) months after the date on which the Optionee's service
terminated, but in any event no later than the Option Expiration Date. The
Optionee's service shall be deemed to have terminated on account of death if the
Optionee dies within three (3) months after the Optionee's termination of
service.
(c) TERMINATION OF SERVICE. If the Optionee's service with the Company
terminates for any reason, except disability or death, the Option, to the extent
unexercised and exercisable by the Optionee on the date on which the Optionee's
service terminated, may be exercised by the Optionee within six (6) months after
the date on which the Optionee's service terminated, but in any event no later
than the Option Expiration Date. Notwithstanding the foregoing, the Company ,
may in its sole discretion, cancel the Options if the Optionee has been
Terminated for Cause (as defined in Section 8.2).
(e) SAME CONDITIONS APPLICABLE TO SARs. The same terms and
conditions applicable to Options shall apply to the
exercisability of SARs upon the occurrence of (a) - (d) above.
8.2 TERMINATION FOR CAUSE. "TERMINATION FOR CAUSE" shall mean termination by the
Company of the Optionee's service with Company for any of the following reasons:
(i) theft, dishonesty, or falsification of any employment or Company records;
(ii) improper use or disclosure of Company's confidential or proprietary
information; (iii) the Optionee's failure or inability to perform any reasonable
assigned duties after written notice from Company of, and a reasonable
opportunity to cure, such failure or inability; (iv) any material breach by the
Optionee of any employment agreement between the Optionee and Company, which
breach is not cured pursuant to the terms of such agreement; or (v) the
Optionee's conviction of any criminal act which impairs Optionee's ability to
perform his or her duties with Company. Termination for Cause pursuant to the
foregoing shall be determined in the sole but reasonably exercised discretion of
the Company.
9. EFFECT OF TRANSFER OF CONTROL. Except as otherwise provided by the Board in
the grant of an Option or SAR, in the event of a Transfer of Control, any
Options and SARs outstanding as of the date such Transfer of Control is
determined to have occurred, and which are not then exercisable and vested,
shall become fully exercisable and vested to the full extent of the original
grant; provided, however, in the case of any holder of SARs who is subject to
Section 16(b) of the Exchange Act, and whose SARs are not already outstanding
for at least six months at the date of the Transfer of Control, such SARs shall
not become fully exercisable and vested until they have been outstanding for six
(6) months.
10. INDEMNIFICATION. In addition to such other rights of indemnification as they
may have as members of the Board or officers or employees of the Company ,
members of the Board and any officers or employees of the Company to whom
authority to act for the Board is delegated shall be indemnified by the Company
against all reasonable expenses, including attorneys' fees, incurred in
connection with the defense of any action, suit or proceeding, or in connection
with any appeal therein, to which they or any of them may be a party by reason
of any action taken or failure to act under or in connection with the Plan,
Option, or any right granted hereunder, and against all amounts in settlement
thereof (provided such settlement is approved by independent legal counsel
selected by the Company) or paid in satisfaction of a judgment in any such
action, suit or proceeding, except in relation to matters as to which it shall
be adjudged in such action, suit or proceeding that such person is liable for
gross negligence, bad faith or intentional misconduct in duties; provided,
however, that within sixty (60) days after the institution of such action, suit
or proceeding, such person shall offer to the Company, in writing, the
opportunity at its own expense to handle and defend the same. Without limiting
the generality of the foregoing, Company will pay the expenses (including
reasonable counsel fees) of defending any such claim, action, suit or proceeding
in advance of its final disposition, upon receipt of such person's written
agreement to repay all amounts advanced if it should ultimately be determined
that such person is not entitled to be indemnified under this Section.
11. TERMINATION OR AMENDMENT OF PLAN. The Board, without further approval of the
shareholders, may terminate or amend this Plan at any time in any respect as the
Board deems advisable, subject to any required stockholder or regulatory
approval and to any conditions established by the terms of such amendment,
provided that in no event shall the Plan be amended more than once every six (6)
months other than to comply with changes in any applicable law or governmental
regulation in the Code, the Employee Retirement Income Security Act, or the
rules promulgated by the Securities and Exchange Commission. In any event, no
termination or amendment of the Plan may adversely affect any then outstanding
Option or SAR or any unexercised portion thereof, without the consent of the
Optionee, unless such termination or amendment is required to enable an Option
designated as an Incentive Stock Option to qualify as an Incentive Stock Option
or is necessary to comply with any applicable law or government regulation.
12. DISSOLUTION OF COMPANY. Upon the dissolution of the
Company, the Plan shall terminate and any and all Options
previously granted shall lapse on the date of such dissolution.
13. RIGHTS AS SHAREHOLDERS. No Optionee, nor any beneficiary or other person
claiming through an Optionee, shall have any interest in any shares of Stock
allocated for the purposes of the Plan or subject to any Option or SAR until
such shares of Stock shall have been issued to the Optionee or such beneficiary
or other person. Furthermore, the existence of the Options or the SARs shall not
affect the right or power of the Company or its shareholders to make
adjustments, recapitalization, reorganizations, or other changes in the
Company's capital structure or its business; issue bonds, debentures, preferred
or prior preference stocks affecting the Stock of the Company or the rights
thereof; dissolve the Corporation or sell or transfer any part of its assets or
business; or do any other corporate act, whether of a similar character or
otherwise.
14. GOVERNING LAW. The validity, interpretation, and administration of the Plan
and of any rules, regulations, determinations, or decisions made thereunder, and
the rights of any and all persons having or claiming to have any interest
therein or thereunder, shall be determined exclusively in accordance with the
laws of the State of Florida, without giving effect to choice of law provisions.
Without limiting the generality of the foregoing, the period within which any
action in connection with the Plan must be commenced shall be governed by the
laws of the State of Florida, without regard to the place where the act or
omission complained of took place or the residence of any party to such action.
15. ARBITRATION. Any action brought in connection with the Plan or an Option
Agreement shall be settled exclusively by binding arbitration conducted in the
City of Fort Lauderdale, Florida in accordance with the commercial rules of the
American Arbitration Association then in effect (the "Rules"), by a single,
independent arbitrator selected by the Company and the other party to the
action. If the parties cannot agree on an arbitrator, within thirty (30) days of
the commencement of an arbitration proceeding hereunder, either party may
request that the American Arbitration Association select an arbitrator, with
experience in law relating to option plans, in accordance with the Rules. The
decision of the arbitrator shall be final and binding. Judgment upon the award
rendered by the arbitrator may be entered in any court having jurisdiction
thereof. The cost of any arbitration proceeding conducted hereunder shall be
borne equally between the parties unless otherwise determined by the arbitrator.
IN WITNESS WHEREOF, the undersigned Secretary of the Company certifies that the
foregoing Olympus Ventures, Inc. 1997 Employee Stock Option Plan was duly
adopted by the Board on March 31, 1997.
/s/ CARIDAD MONIER
Caridad Monier
Secretary
<PAGE>
EXHIBIT 5
April 1, 1997
Board of Directors
Olympus Ventures, Inc.
3418 North Ocean Boulevard
Fort Lauderdale, Florida 33308
RE: VALIDITY OF COMMON STOCK
Ladies and Gentlemen:
You have requested my opinion ("Opinion") with respect to the shares of common
stock ("Common Stock") of Olympus Ventures, Inc. (the "Company") to be included
in the registration statement on Form S-8 to be filed by you with the Securities
and Exchange Commission on April 1, 1997, in connection with the registration
under the Securities Act of 1933, as amended, of 2,000,000 shares of Common
Stock, $0.0001 par value, to be issued by the Company pursuant to the Company's
1997 Employee Stock Option Plan ("Stock Option Plan").
As special counsel to the Company and in connection with rendering this Opinion,
I have examined the original or copies of such records of the Company and such
other documents as deemed relevant and necessary for the Opinion expressed
herein, including without limitation, the Company's Articles of Incorporation
and By-laws, as amended; and the documents pertaining to the establishment of
the Stock Option Plan. In this examination, I have assumed the genuineness of
all signatures on original documents and the conformity to original documents of
all copies submitted as conformed copies. As to various questions of fact
material to this Opinion, I have relied upon statements or certificates of
officials and representatives of the Company. Nothing came to my attention
during the course of my investigation that would lead me to doubt any of these
assumptions.
I have assumed for purposes of this opinion that all applicable laws, rules and
regulations in effect at the time of the issuance of the Common Stock under the
Stock Option Plan will be the same as such laws, rules and regulations in effect
as of the date hereof.
I am a member of the Bars of Arizona, Massachusetts and New York. I have made
such examination of federal law and of the Washington Business Corporation Act
as I have deemed relevant for purposes of this opinion, and I express no opinion
as to laws of any other state or jurisdiction.
Based upon the foregoing and subject to the effectiveness of the Registration
Statement and compliance with applicable state securities laws, it is my opinion
that the 2,000,000 shares of Common Stock that may be issued by you pursuant to
the Stock Option Plan, when issued and paid for in the manner provided in the
Stock Option Plan, will constitute validly issued, fully paid and non-assessable
common stock of the Company.
The undersigned consents to the filing of this Opinion as an exhibit to the
Registration Statement and further consents to all references to him in the
Registration Statement and any amendments thereto. In providing this consent,
the undersigned is not admitting that he is within the category of persons whose
consent is required under Section 7 of the Securities Act of 1933, as amended,
or the rules and regulations promulgated by the Commission thereunder.
Sincerely,
/s/ LAWRENCE R. MOON
Lawrence R. Moon
Attorney at Law
<PAGE>
EXHIBIT 23.1
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
To the Board of Directors
Olympus Ventures, Inc.
We consent to the use of our report dated February 28, 1997 on the financial
statements of Olympus Ventures, Inc. as of June 30, 1996 and inclusion of our
name in this Registration Statement on Form S-8.
New York, NY
April 1, 1997
/s/ LAZAR, LEVINE & COMPANY LLP
Lazar, Levine & Company LLP
