As filed with the Securities and Exchange Commission on January 23, 1997
Registration No. 333-_____
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
INTELLIGENT DECISION SYSTEMS, INC.
(Exact name of registrant as specified in charter)
Delaware 38-3286394
(State or other jurisdiction (I.R.S. Employer Identification No.)
of incorporation or organization)
2025 E. Beltline Ave., S.E. Ste 400 Mark A. Babin, President
Grand Rapids, Michigan 49546 2025 E. Beltline Ave., S.E., Suite 400
(616) 285-5830 Grand Rapids, Michigan 49546
(Address and telephone number of (616) 285-5830
registrant's principal executive
offices and principal place (Name, address, and telephone number of
of business) agent for service)
Copies to:
Christopher J. Littlefield, Esq.
Snell & Wilmer L.L.P.
One Arizona Center
Phoenix, Arizona 85004-0001
(602) 382-6323
CONSULTING AGREEMENT
(Full Title of the Plan)
<TABLE>
<CAPTION>
CONSULTING AGREEMENT DATED AS OF SEPTEMBER 30, 1996 BY AND AMONG
THE REGISTRANT, R. WAYNE FRITZSCHE, ANTHONY KAMIN AND JAMES N. LANE
Title of Each Class Proposed Maximum Proposed Maximum Amount of
of Securities Amount Being Offering Aggregate Offering Registration
Being Registered Registered Price Per Share(2) Price(2) Fee
- ---------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
- ---------------------------------------------------------------------------------------------
Common Stock(1) 1,950,000 $1.58 $3,081,000 $934.00
- ---------------------------------------------------------------------------------------------
</TABLE>
(1) The securities registered hereunder are shares of the registrant's common
stock, $.001 par value, issuable pursuant to a Consulting Agreement.
(2) Estimated solely for the purpose of calculating the amount of the
registration fee, pursuant to rules 457(c) and 457(h) of the Securities Act
of 1933, on the basis of the average of the high and low prices for shares
of Common Stock on January 16, 1997.
Exhibit Intex on Page 7
Page 1 of 14
1
<PAGE>
PART I
INFORMATION REQUIRED IN SECTION 10(a) PROSPECTUS
The documents containing the information specified in Part I, Items 1 and 2,
will be delivered to the consultants in accordance with Form S-8 and Rule 428
under the Securities Act of 1933, as amended.
2
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents are incorporated by reference in this Registration
Statement of Intelligent Decision Systems, Inc., a Delaware corporation
("Company"), and in the related Section 10(a) prospectus:
(a) The Company's Annual Report on Form 10-KSB for the fiscal year ended
June 30, 1996;
(b) The Company's Quarterly Report on Form 10-QSB for the fiscal quarter
ended September 30, 1996;
(c) The Company's Current Reports on Form 8-K filed on November 6, 1996,
December 20, 1996 and January 3, 1997.
(d) Description of the Company's Common Stock included in the
Registration Statement on Form S-4 filed on February 7, 1996, SEC
File No. 33-93058.
In addition, all documents subsequently filed by the Company pursuant to
Sections 13(a), 13(c), 14, or 15(d) of the Securities Exchange Act of 1934,
prior to the filing of a post-effective amendment which indicates that all
securities registered hereunder have been sold or which deregisters all
securities then remaining unsold, shall be deemed to be incorporated by
reference in this registration statement, and to be a part hereof from the date
of filing of such documents. Any statement contained in a document incorporated
or deemed to be incorporated by reference herein shall be deemed to be modified
or superseded for purposes of this Registration Statement to the extent that a
statement contained herein or in any 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 Registration
Statement.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Officers and Directors.
Section 145 of the General Corporation Law of the State of Delaware
(the "Delaware Law") empowers a Delaware corporation to indemnify any persons
who are, or are threatened to be made, parties to any threatened, pending or
completed legal action, suit or proceeding, whether civil, criminal,
administrative or investigative (other than an action by or in the right of such
corporation), by reason of the fact that such person was an officer or director
of such corporation, or is or was serving at the request of such corporation as
a director, officer, employee or agent of another corporation or enterprise. The
indemnity may include expenses (including attorneys' fees), judgments, fines and
amounts paid in settlement actually and reasonably incurred by such person in
connection with such action, suit or proceeding, provided that such officer or
director acted in good faith and in a manner he reasonably believed to be in, or
not opposed to, the corporation's best interests, and for criminal proceedings,
had no reasonable cause to believe his conduct was illegal. A Delaware
corporation may indemnify officers and directors in an action by or in the right
of the corporation under the same conditions, except that no indemnification is
permitted without judicial approval if the officer or director is adjudged to be
liable to the corporation in the performance of his duty. Where an officer or
director is successful on the merits or otherwise in the defense of any action
referred to above, the corporation must indemnify him against the expenses which
such officer or directly actually and reasonably incurred.
3
<PAGE>
In accordance with the Delaware Law, the Certificate of Incorporation
of the Company contains a provision to limit the personal liability of the
directors for violations of their fiduciary duty. This provision eliminates each
director's liability to the Company or its respective securityholders for
monetary damages except (i) for any breach of the director's duty of loyalty to
the Company or its securityholders, (ii) for acts or omissions not in good faith
or which involve intentional misconduct or a knowing violation of law, (iii)
under Section 174 of the Delaware Law providing for liability of directors for
unlawful payment of dividends or unlawful stock purchases or redemptions, or
(iv) for any transaction from which a director derived an improper personal
benefit. The effect of this provision is to eliminate the personal liability of
directors for monetary damages for actions involving a breach of their fiduciary
duty of care, including any such actions involving gross negligence.
Article VIII of the Amended By-Laws of the Company provides for
indemnification of directors, officers and employees as follows:
Each Director and officer of the Corporation now or hereafter serving
as such shall be indemnified by the Corporation against any and all claims and
liabilities to which he or she has or may become subject by reason or serving or
having served as such Director or officer, or by reason of any action alleged to
have been taken, omitted, neglected as such Director or officer and the
Corporation shall reimburse each such person for all legal expenses reasonably
incurred in connection with any such claim or liability or wrong payments made
by him or her in satisfaction of such claim or claims, either by compromise or
in satisfaction of judgment. No such person shall be indemnified against, or be
reimbursed for any expense or payments incurred in connection with, any claim or
liability established to have arisen out of his own willful misconduct or gross
negligence.
The right of indemnification hereinabove provided for shall not be
exclusive of any right to which any Director or officer of the Corporation may
otherwise be entitled by law.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
Exhibit Index located at Page 7
Item 9. Undertakings.
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3) of
the Securities Act of 1933 (the "1933 Act");
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the registration statement (or the most
recent post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in this registration statement;
(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;
4
<PAGE>
provided, however, that paragraphs (i) and (ii) do not apply if the
registration statement is on Form S-3 or Form S-8 and the information required
to be included in a post-effective amendment by those paragraphs is contained in
periodic reports filed by the Registrant pursuant to Section 13 or Section 15(d)
of the Securities Exchange Act of 1934 that are incorporated by reference in the
registration statement.
(2) That, for the purpose of determining any liability under the 1933
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.
The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the 1933 Act, each filing of the registrant's
annual report pursuant to section 13(a) or section 15(d) of the 1934 Act (and,
where applicable, each filing of an employee benefit plan's annual report
pursuant to section 15(d) of the 1934 Act) 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.
Insofar as indemnification for liabilities arising under the 1933 Act
may be permitted to directors, officers, and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the 1933 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 1933 Act and will be governed by the final
adjudication of such issue.
5
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all 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 Grand Rapids, Michigan, on the date below.
DATED: January 22, 1997 INTELLIGENT DECISION SYSTEMS, INC.
By /s/ Mark a. Babin
---------------------------------
Mark A. Babin, President and CEO
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 respectively indicated.
Signature Title Date
/s/ Mark a. Babin President, Chief Executive January 22, 1997
- --------------------- Officer, Chief Financial and
Mark A. Babin Accounting Officer and Director
/s/ Raymond F. Blue Director January 22, 1997
- ---------------------
Raymond F. Blue
/s/ David A. Horowitz Chairman of the Board January 22, 1997
- --------------------- and Director
David A. Horowitz
/s/ Robert B. Hyte Director January 22, 1997
- ---------------------
Robert B. Hyte
/s/ James M. Keller, Jr. Director, Secretary, and January 22, 1997
- ------------------------ Treasurer
James M. Keller, Jr.
/s/ R. Wayne Fritzsche Director January 22, 1997
- ----------------------
R. Wayne Fritzsche
6
<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
EXHIBITS
INTELLIGENT DECISION SYSTEMS, INC.
(Exact name of registrant as specified in charter)
EXHIBIT INDEX
The following exhibits are included as part of this registration
statement, except those exhibits, marked (T), which have previously been filed
with the Securities and Exchange Commission and are incorporated by reference to
another registrant statement, report or form. References to the "Company" in
this Exhibit Index mean INTELLIGENT DECISION SYSTEMS, INC., a Delaware
corporation.
4.1 Consulting Agreement................................................ 8
4.2 Non-Statutory Stock Option Agreement Dated September 30, 1996
between the Registrant and R. Wayne Fritzsche...................... 11
4.3 Non-Statutory Stock Option Agreement Dated September 30, 1996
between the Registrant and R. Wayne Fritzsche...................... 17
4.4 Non-Statutory Stock Option Agreement Dated September 30, 1996
between the Registrant and R. Wayne Fritzsche...................... 23
4.5 Non-Statutory Stock Option Agreement Dated September 30, 1996
between the Registrant and Anthony Kamin........................... 29
4.6 Non-Statutory Stock Option Agreement Dated September 30, 1996
between the Registrant and Anthony Kamin........................... 35
4.7 Non-Statutory Stock Option Agreement Dated September 30, 1996
between the Registrant and Anthony Kamin........................... 41
4.8 Non-Statutory Stock Option Agreement Dated September 30, 1996
between the Registrant and James N. Lane........................... 47
4.9 Non-Statutory Stock Option Agreement Dated September 30, 1996
between the Registrant and James N. Lane........................... 53
4.10 Non-Statutory Stock Option Agreement Dated September 30, 1996
between the Registrant and James N. Lane........................... 59
5.1 Opinion of Snell & Wilmer L.L.P., counsel to registrant.............65
23.1 Consent of Wilber & Townshend, P.C., independent accountants........67
23.2 Consent of Snell & Wilmer L.L.P. (included in Exhibit 5.1)
7
INTELLIGENT DECISION SYSTEMS, INC.
FORM S-8
REGISTRATION STATEMENT
Exhibit No. 4.1
Consulting Agreement
8
<PAGE>
R. Wayne Fritzsche Anthony Kamin James N. Lane
6413 Maclaurin Drive East 350 West Belden 85 Rosebrook Road
Tampa, Florida 33647 Suite 606 New Canaan, CT 06840
Chicago, IL 60614
September 30, 1996
Intelligent Decision Systems, Inc.
12227 South Business Park Drive
Draper, Utah 84020
Gentlemen:
This letter memorializes the agreement between R. Wayne Fritzsche, Anthony
Kamin and James N. Lane on the one hand (collectively, "Consultant") and
Intelligent Decision Systems, Inc., a Delaware corporation ("Company") on the
other hand, regarding Consultant providing consulting services to Company.
Consultant hereby agrees to provide consulting services to Company, for
two years starting as of the date of this letter agreement, regarding the
following topics: strategic planning, licensing, technical issues, strategic
alliances/partners and the development of business opportunities. Consultant
will also review Company's current operations and finances, and prepare a report
to Company describing problems found and recommended remedies.
In consideration for the services provided by Consultant, Company hereby
agrees (a) to pay fees to Consultant in the form of stock options in the Company
as described in detail in the next paragraph and (b) to indemnify and hold
harmless Consultant and its subcontractors and affiliates (including R. Wayne
Fritzsche, Fritzsche & Associates, Anthony Kamin, James N. Lane and Devonwood
Management LLC), directors, officers, agents and employees from and against any
losses, claims, damages, judgments, assessments, costs and other liabilities and
will reimburse each indemnified person for all fees and expenses as they are
incurred in investigating, preparing, pursuing or defending any claim, action,
proceeding or investigation, whether or not in connection with pending or
threatened litigation or whether or not any indemnified person is a party,
arising out of or in connection with advice or services rendered or to be
rendered by any indemnified person pursuant to this letter agreement; provided
that Company will not be responsible for any liabilities or expenses of any
indemnified person that are determined by a judgment of a court of competent
jurisdiction to have resulted from such indemnified person's gross negligence or
willful misconduct in connection with any of the advice, actions, inactions or
services referred to above. In addition to the foregoing, Company also agrees to
reimburse Consultant for any and all reasonable out-of-pocket expenses,
including legal fees incurred in connection with the services provided
hereunder.
In consideration for the services described above, Company will issue to
Consultant 1.95 million options (650,000 options to each of the entities and
persons constituting Consultant) to purchase common stock of Company at an
exercise price of $ 1.25 per share, which will be provided in Intelligent
Decision Systems, Inc. customary Option Agreement. The stock options shall be
issued in accordance with the following criteria:
9
<PAGE>
Options for 100,000 shares will vest immediately and must be
exercised within 30 days of the date of this letter agreement.
Options for 875,000 shares will vest immediately and expire on
December 31 1998.
The remaining 975,000 options shall vest one year after date of this
letter agreement and expire five years after the date of this letter
agreement.
The Company shall cause the underlying stock to be registered by
filing Form S-8 with the Securities and Exchange Commission to the
extent available to the Company.
The Company will use its best efforts to expedite the creation of
the options and the filing of documents with the Securities and
Exchange Commission.
The Company agrees to provide Consultant the opportunity for two seats on
the Board of Directors, subject to the various limitations imposed by the
articles of incorporation and bylaws of Company, the laws of the State of
Delaware, and any future limitations with respect to stock exchange listings.
At any time until the date six months after the date of this letter
agreement, either party may terminate this agreement for cause upon 30 days
written notice to the other party at the addresses shown above. Cause shall
include gross negligence and/or willful misconduct.
Please confirm that the foregoing correctly sets forth our agreement by
signing and returning to the above address the duplicate copy of this letter.
Sincerely,
/s/ R. Wayne Fritzsche
R. Wayne Fritzsche
/s/ Anthony Kamin
Anthony Kamin
/s/ James N. Lane
James N. Lane
ACCEPTED AND AGREED AS OF
THE DATE FIRST ABOVE WRITTEN;
Intelligent Decision Systems, Inc.
By:/s/ Mark A. Babin
Name: Mark A. Babin
Title: President
10
INTELLIGENT DECISION SYSTEMS, INC.
FORM S-8
REGISTRATION STATEMENT
Exhibit No. 4.2
Non-Statutory Stock Option Agreement Dated September
30, 1996 between the Registrant and R. Wayne Fritzsche
11
<PAGE>
NON-STATUTORY STOCK OPTION AGREEMENT
INTELLIGENT DECISION SYSTEMS, INC., a Delaware corporation whose principal
executive offices are located at 2025 East Beltline, Ave., S.E., Suite 400,
Grand Rapids, Michigan 49548 ("Optionor") and R. Wayne Fritzsche, ("Optionee"),
an individual with an address of 6413 Maclaurin Drive East, Tampa, Florida
33647, hereby agree as of the 30th day of September, 1996 as follows:
W I T N E S S E T H :
WHEREAS, Optionee acknowledges that the shares of Optionor subject to this Stock
Option Agreement ("Agreement") are restricted shares under the federal and state
securities laws, and any resales of shares are subject to such federal and state
securities laws;
WHEREAS, the option price of $1.25 was set on September 5, 1996, the date on
which this agreement was reached in principal;
WHEREAS, Optionor desires to grant an option to Optionee to acquire a stated
amount of Optionor's shares, but said Option is subject to restrictions as
imposed herein:
Now, Therefore, in consideration of Optionee's services and of
the mutual covenants and promises contained herein, Optionor and Optionee hereby
agree as follows:
1. Optionee is entitled to purchase from Optionor, up to 33,333 fully paid and
non-assessable shares of Common Stock of Optionor, $.001 par value per share
(hereinafter called "Capital Stock"), at the price of $1.25 per share for a
period ending on September 4, 1997, subject, however, to the provisions and upon
the terms and conditions hereinafter set forth. The rights granted pursuant to
this paragraph shall hereinafter be referred to as the "Option". The Option
granted hereunder shall not be an incentive stock option, as defined in Section
422A of the Internal Revenue Code.
2. The Option and all rights granted hereunder shall expire at midnight,
Phoenix, Arizona time, September 4, 1997.
3. The Option may be exercised by the Optionee hereof, in whole or in part (but
not for fractional shares of Capital Stock) by delivery of notice in writing at
the office of Optionor (or such other office or agency as Optionor may designate
by notice in writing to the Optionee at the address of such Optionee appearing
at the top of this Agreement at any time within the period above named) and upon
payment to Optionor by certified check or cashier's cheek of the purchase price
for such shares. In the event of any exercise of the rights represented by this
Option, certificates for the shares of Capital Stock so purchased shall be
delivered to the Optionee hereof within thirty (30) days after the rights
represented by this Option shall have been so exercised.
4. The above provisions are, however, subject to the following:
12
<PAGE>
(A) In case Optionor shall declare any dividend or other distribution
upon its outstanding Capital Stock payable in Capital Stock or shall subdivide
its outstanding shares of Capital Stock into a greater number of shares, then
the number of shares of Capital Stock which may thereafter be purchased upon the
exercise of the rights represented hereby shall be increased in proportion to
the increase through such dividend or subdivision and the purchase price per
share shall be decreased in such proportion. In case Optionor shall at any time
combine the outstanding shares of its Capital Stock into a smaller number of
shares, then the number of shares of Capital stock which may thereafter be
purchased upon the exercise of the rights represented hereby shall be decreased
in proportion to the decrease through such combination and the purchase price
per share shall be increased in such proportion. Notwithstanding the foregoing,
nothing herein shall cause the number of shares of Capital Stock which may be
purchased upon exercise of the rights represented hereby to be adjusted in the
event that the number of shares of Capital Stock outstanding of Optionor are
increased through the issuance of shares in exchange for new consideration or
the conversion of securities convertible into shares of Capital Stock of
Optionor.
(B)(i) If any capital reorganization or reclassification of the Capital Stock
of Optionor, or consolidation or merger of Optionor with another corporation, or
the sale of all or substantially all of its assets to another corporation shall
be effected, then, as a condition of such reorganization, reclassification,
consolidation, merger or sale, lawful and adequate provision shall be made by
Optionor whereby Optionee shall thereafter have the right to purchase and
receive from Optionor upon the basis and upon the terms and conditions specified
in this Option and in lieu of the shares of the Capital Stock of Optionor
immediately theretofore purchasable and receivable upon the exercise of the
rights represented hereby, such shares of stock, securities or assets as may be
issued or such shares of stock, securities or assets as may be issued or payable
with respect to or in exchange for a number of outstanding shares of such
Capital Stock equal to the number of shares of such Capital Stock immediately
theretofore purchasable and receivable upon the exercise of the rights
represented hereby had such reorganization, reclassification, consolidation,
merger or sale not taken place and in any such case appropriate provision shall
be made with respect to the rights and interests of the Optionee to the end that
the provisions hereof (including, without limitation, provisions for adjustment
of the purchase price per share and of the number of shares purchasable upon the
exercise of this Option) shall thereafter be applicable as nearly as may be in
relation to any shares of stock, securities or assets thereafter deliverable
upon the exercise hereof. Any such shares of stock, securities or assets which
the Optionee hereof may be entitled to purchase pursuant to this paragraph (B)
shall be included within the term "Capital Stock" as used herein.
(B)(ii) Notwithstanding the foregoing, in the event of a transaction
described in subsection (B)(i) hereof entered into for the primary purpose of
changing the state of jurisdiction of incorporation, the sole right of Optionee
hereunder shall be to receive the equivalent rights under this Stock Option
Agreement with respect to the securities of the surviving entity.
(C) Upon any adjustment of the number shares of Capital Stock which may be
purchased upon the exercise of the rights represented hereby and/or of the
purchase price per share, then and in each such case the Optionor shall give
written notice thereof, by first class mail, postage prepaid, addressed to the
Optionee at the address of such Optionee as shown herein, which notice shall
state the purchase price per share resulting from such adjustment and the
increase or decrease, if any, in
13
<PAGE>
the number of shares purchasable at such price upon the exercise of this Option,
setting forth in reasonable detail the method of calculation and the facts upon
which such calculation is based.
5. Optionee represents that this Option is being acquired with no present
intention of selling or distributing any Capital Stock received upon the
exercise hereof unless registered under federal and applicable state laws or
pursuant to exemptions from such registration.
6. Neither this Option, nor the shares to be acquired hereunder, have been
registered under the Securities Act of 1933, as amended (the "Act") or the laws
of any other jurisdiction, and neither this Option nor the shares to be acquired
hereunder may be offered, sold, transferred, pledged, hypothecated or otherwise
disposed of unless so registered, or unless an exemption from registration is
available pursuant to applicable law.
The sale, assignment or other disposition of this Option and the shares
to be acquired hereunder are further restricted by Rule 144, promulgated by the
Securities and Exchange Commission.
The Optionee accepts and receives such securities without a view to the
distribution of same.
Before any transfer in connection with the resale of this Option, or
sale of the shares issuable to be acquired hereunder, written approval must
first be obtained from counsel for the Optionor, and such approval will be based
upon compliance with the requirements of the Act and appropriate state law.
7. This Option shall be construed in accordance with the laws of the State
of Arizona.
8. Optionee warrants and acknowledges that:
(A) Optionee has received and carefully reviewed the Articles of
Incorporation of Optionor, and at or prior to the exercise of this Option will
have the knowledge and understanding of the fundamental aspects of the
investment and its risks, and will have relied solely on his own independent
investigation and his independent advisors, and will not have relied upon any
other written materials or oral representations.
(B) Optionee has had (and will continue to have) an opportunity to obtain all
information which may be related to the exercise of this Option and the rights
hereunder so as to make a reasonable investment decision with regards to the
exercise of this Option.
(C) Optionee has been informed by Optionor that neither the Option nor the
shares issuable thereunder have been registered under the Act or the securities
laws of any other State, and may not be offered, sold or transferred in the
absence of such registration or an opinion of counsel for the Company that an
exemption from registration is available.
(D) Optionee is entering into this Option Agreement and will acquire the
shares issuable pursuant hereto for his/her own investment, not on behalf of
others, and not with a view to resell or otherwise
14
<PAGE>
distribute the Capital Stock, will not sell or otherwise distribute the Capital
Stock without registration under the Act or other applicable State securities
laws or exemptions therefrom.
(E) The Optionee understands that Optionor will permit the transfer of the
Capital Stock only if, in the opinion of Optionor's counsel neither the sale nor
the proposed transfer of such Capital Stock will result in a violation of any
applicable securities law, rule or regulation.
(F) Optionee has been informed by Optionor and agrees that (i) stock transfer
notations may be made on the stock transfer records of Optionor with respect to
the shares related to this Agreement, and (ii) that a legend will be placed on
any certificate or other document evidencing ownership of the Capital Stock
regarding the restrictions on transfer and sale of the Capital Stock.
(G) Optionee represents that its financial condition is presently adequate to
justify this investment, it, either alone or with its personal representatives,
has sufficient knowledge and experience in investment and business matters in
order to evaluate this investment and it is aware of the risks involved in any
enterprises such as the Optionor.
9. The Optionee shall not be deemed for any purposes to be a shareholder of the
Optionor with respect to any of the optioned shares except to the extent that
the Option herein granted shall have been exercised with respect thereto and a
stock certificate issued therefor.
10. As a condition of the granting of the Option herein granted, the Optionee
agrees, for himself and his personal representatives, that any disputes or
disagreements which may arise under or as a result of or pursuant to this
Agreement shall be determined by the Board of Directors of the Optionor in its
sole discretion, and that any interpretation by the Board of the terms of this
Agreement shall be final, binding and conclusive.
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed as of
the date first above written.
OPTIONOR OPTIONEE
INTELLIGENT DECISION SYSTEMS, INC. R. WAYNE FRITZSCHE
By:/s/ Mark A. Babin /s/ R. Wayne Fritzsche
Its: President
15
<PAGE>
INTELLIGENT DECISION SYSTEMS, INC.
STOCK OPTION AGREEMENT
EXERCISE FORM
I desire to exercise my vested Options to purchase __________ shares of Common
Stock at _____________ per share, for a total purchase price of
$_______________, pursuant to my Non-Statutory Stock Option Agreement dated
_________, _______.
Enclosed is payment in full by [ ] cash [ ] cashier's check [ ] bank draft [ ]
money order [ ] other (describe) ______________.
I intend to hold the shares for Investment for my own account and will sell or
transfer them only in full compliance with applicable federal and state
securities laws.
I have, or have been given access to, all information necessary for me to make
an informed decision as to the advisability of investing in the Company's stock,
and I have the skill and experience necessary to make such decision.
Dated:____________, _____. Signature: _____________________________
Print full name: __________________________
Social Security No.: ______________________
16
INTELLIGENT DECISION SYSTEMS, INC.
FORM S-8
REGISTRATION STATEMENT
Exhibit No. 4.3
Non-Statutory Stock Option Agreement Dated September
30, 1996 between the Registrant and R. Wayne Fritzsche
17
<PAGE>
NON-STATUTORY STOCK OPTION AGREEMENT
INTELLIGENT DECISION SYSTEMS, INC., a Delaware corporation whose principal
executive offices are located at 2025 East Beltline, Ave., S.E., Suite 400,
Grand Rapids, Michigan 49548 ("Optionor") and R. Wayne Fritzsche, ("Optionee"),
an individual with an address of 6413 Maclaurin Drive East, Tampa, Florida
33647, hereby agree as of the 30th day of September, 1996 as follows:
W I T N E S S E T H :
WHEREAS, Optionee acknowledges that the shares of Optionor subject to this Stock
Option Agreement ("Agreement") are restricted shares under the federal and state
securities laws, and any resales of shares are subject to such federal and state
securities laws;
WHEREAS, the option price of $1.25 was set on September 5, 1996, the date on
which this agreement was reached in principal;
WHEREAS, Optionor desires to grant an option to Optionee to acquire a stated
amount of Optionor's shares, but said Option is subject to restrictions as
imposed herein:
Now, Therefore, in consideration of Optionee's services and of
the mutual covenants and promises contained herein, Optionor and Optionee hereby
agree as follows:
1. Optionee is entitled to purchase from Optionor, up to 291,667 fully paid and
non-assessable shares of Common Stock of Optionor, $.001 par value per share
(hereinafter called "Capital Stock"), at the price of $1.25 per share for a
period ending on December 21, 1998, subject, however, to the provisions and upon
the terms and conditions hereinafter set forth. The rights granted pursuant to
this paragraph shall hereinafter be referred to as the "Option". The Option
granted hereunder shall not be an incentive stock option, as defined in Section
422A of the Internal Revenue Code.
2. The Option and all rights granted hereunder shall expire at midnight,
Phoenix, Arizona time, December 21, 1998.
3. The Option may be exercised by the Optionee hereof, in whole or in part (but
not for fractional shares of Capital Stock) by delivery of notice in writing at
the office of Optionor (or such other office or agency as Optionor may designate
by notice in writing to the Optionee at the address of such Optionee appearing
at the top of this Agreement at any time within the period above named) and upon
payment to Optionor by certified check or cashier's cheek of the purchase price
for such shares. In the event of any exercise of the rights represented by this
Option, certificates for the shares of Capital Stock so purchased shall be
delivered to the Optionee hereof within thirty (30) days after the rights
represented by this Option shall have been so exercised.
4. The above provisions are, however, subject to the following:
18
<PAGE>
(A) In case Optionor shall declare any dividend or other distribution
upon its outstanding Capital Stock payable in Capital Stock or shall subdivide
its outstanding shares of Capital Stock into a greater number of shares, then
the number of shares of Capital Stock which may thereafter be purchased upon the
exercise of the rights represented hereby shall be increased in proportion to
the increase through such dividend or subdivision and the purchase price per
share shall be decreased in such proportion. In case Optionor shall at any time
combine the outstanding shares of its Capital Stock into a smaller number of
shares, then the number of shares of Capital stock which may thereafter be
purchased upon the exercise of the rights represented hereby shall be decreased
in proportion to the decrease through such combination and the purchase price
per share shall be increased in such proportion. Notwithstanding the foregoing,
nothing herein shall cause the number of shares of Capital Stock which may be
purchased upon exercise of the rights represented hereby to be adjusted in the
event that the number of shares of Capital Stock outstanding of Optionor are
increased through the issuance of shares in exchange for new consideration or
the conversion of securities convertible into shares of Capital Stock of
Optionor.
(B)(i) If any capital reorganization or reclassification of the Capital Stock
of Optionor, or consolidation or merger of Optionor with another corporation, or
the sale of all or substantially all of its assets to another corporation shall
be effected, then, as a condition of such reorganization, reclassification,
consolidation, merger or sale, lawful and adequate provision shall be made by
Optionor whereby Optionee shall thereafter have the right to purchase and
receive from Optionor upon the basis and upon the terms and conditions specified
in this Option and in lieu of the shares of the Capital Stock of Optionor
immediately theretofore purchasable and receivable upon the exercise of the
rights represented hereby, such shares of stock, securities or assets as may be
issued or such shares of stock, securities or assets as may be issued or payable
with respect to or in exchange for a number of outstanding shares of such
Capital Stock equal to the number of shares of such Capital Stock immediately
theretofore purchasable and receivable upon the exercise of the rights
represented hereby had such reorganization, reclassification, consolidation,
merger or sale not taken place and in any such case appropriate provision shall
be made with respect to the rights and interests of the Optionee to the end that
the provisions hereof (including, without limitation, provisions for adjustment
of the purchase price per share and of the number of shares purchasable upon the
exercise of this Option) shall thereafter be applicable as nearly as may be in
relation to any shares of stock, securities or assets thereafter deliverable
upon the exercise hereof. Any such shares of stock, securities or assets which
the Optionee hereof may be entitled to purchase pursuant to this paragraph (B)
shall be included within the term "Capital Stock" as used herein.
(B)(ii) Notwithstanding the foregoing, in the event of a transaction
described in subsection (B)(i) hereof entered into for the primary purpose of
changing the state of jurisdiction of incorporation, the sole right of Optionee
hereunder shall be to receive the equivalent rights under this Stock Option
Agreement with respect to the securities of the surviving entity.
(C) Upon any adjustment of the number shares of Capital Stock which may be
purchased upon the exercise of the rights represented hereby and/or of the
purchase price per share, then and in each such case the Optionor shall give
written notice thereof, by first class mail, postage prepaid, addressed to the
Optionee at the address of such Optionee as shown herein, which notice shall
state the purchase price per share resulting from such adjustment and the
increase or decrease, if any, in
19
<PAGE>
the number of shares purchasable at such price upon the exercise of this Option,
setting forth in reasonable detail the method of calculation and the facts upon
which such calculation is based.
5. Optionee represents that this Option is being acquired with no present
intention of selling or distributing any Capital Stock received upon the
exercise hereof unless registered under federal and applicable state laws or
pursuant to exemptions from such registration.
6. Neither this Option, nor the shares to be acquired hereunder, have been
registered under the Securities Act of 1933, as amended (the "Act") or the laws
of any other jurisdiction, and neither this Option nor the shares to be acquired
hereunder may be offered, sold, transferred, pledged, hypothecated or otherwise
disposed of unless so registered, or unless an exemption from registration is
available pursuant to applicable law.
The sale, assignment or other disposition of this Option and the shares
to be acquired hereunder are further restricted by Rule 144, promulgated by the
Securities and Exchange Commission.
The Optionee accepts and receives such securities without a view to the
distribution of same.
Before any transfer in connection with the resale of this Option, or
sale of the shares issuable to be acquired hereunder, written approval must
first be obtained from counsel for the Optionor, and such approval will be based
upon compliance with the requirements of the Act and appropriate state law.
7. This Option shall be construed in accordance with the laws of the State
of Arizona.
8. Optionee warrants and acknowledges that:
(A) Optionee has received and carefully reviewed the Articles of
Incorporation of Optionor, and at or prior to the exercise of this Option will
have the knowledge and understanding of the fundamental aspects of the
investment and its risks, and will have relied solely on his own independent
investigation and his independent advisors, and will not have relied upon any
other written materials or oral representations.
(B) Optionee has had (and will continue to have) an opportunity to obtain all
information which may be related to the exercise of this Option and the rights
hereunder so as to make a reasonable investment decision with regards to the
exercise of this Option.
(C) Optionee has been informed by Optionor that neither the Option nor the
shares issuable thereunder have been registered under the Act or the securities
laws of any other State, and may not be offered, sold or transferred in the
absence of such registration or an opinion of counsel for the Company that an
exemption from registration is available.
(D) Optionee is entering into this Option Agreement and will acquire the
shares issuable pursuant hereto for his/her own investment, not on behalf of
others, and not with a view to resell or otherwise
20
<PAGE>
distribute the Capital Stock, will not sell or otherwise distribute the Capital
Stock without registration under the Act or other applicable State securities
laws or exemptions therefrom.
(E) The Optionee understands that Optionor will permit the transfer of the
Capital Stock only if, in the opinion of Optionor's counsel neither the sale nor
the proposed transfer of such Capital Stock will result in a violation of any
applicable securities law, rule or regulation.
(F) Optionee has been informed by Optionor and agrees that (i) stock transfer
notations may be made on the stock transfer records of Optionor with respect to
the shares related to this Agreement, and (ii) that a legend will be placed on
any certificate or other document evidencing ownership of the Capital Stock
regarding the restrictions on transfer and sale of the Capital Stock.
(G) Optionee represents that its financial condition is presently adequate to
justify this investment, it, either alone or with its personal representatives,
has sufficient knowledge and experience in investment and business matters in
order to evaluate this investment and it is aware of the risks involved in any
enterprises such as the Optionor.
9. The Optionee shall not be deemed for any purposes to be a shareholder of the
Optionor with respect to any of the optioned shares except to the extent that
the Option herein granted shall have been exercised with respect thereto and a
stock certificate issued therefor.
10. As a condition of the granting of the Option herein granted, the Optionee
agrees, for himself and his personal representatives, that any disputes or
disagreements which may arise under or as a result of or pursuant to this
Agreement shall be determined by the Board of Directors of the Optionor in its
sole discretion, and that any interpretation by the Board of the terms of this
Agreement shall be final, binding and conclusive.
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed as of
the date first above written.
OPTIONOR OPTIONEE
INTELLIGENT DECISION SYSTEMS, INC. R. WAYNE FRITZSCHE
By:/s/ Mark A. Babin /s/ R. Wayne Fritzsche
Its: President
21
<PAGE>
INTELLIGENT DECISION SYSTEMS, INC.
STOCK OPTION AGREEMENT
EXERCISE FORM
I desire to exercise my vested Options to purchase __________ shares of Common
Stock at _____________ per share, for a total purchase price of
$_______________, pursuant to my Non-Statutory Stock Option Agreement dated
_________, _______.
Enclosed is payment in full by [ ] cash [ ] cashier's check [ ] bank draft [ ]
money order [ ] other (describe) ______________.
I intend to hold the shares for Investment for my own account and will sell or
transfer them only in full compliance with applicable federal and state
securities laws.
I have, or have been given access to, all information necessary for me to make
an informed decision as to the advisability of investing in the Company's stock,
and I have the skill and experience necessary to make such decision.
Dated:____________, _____. Signature: _____________________________
Print full name: __________________________
Social Security No.: ______________________
22
INTELLIGENT DECISION SYSTEMS, INC.
FORM S-8
REGISTRATION STATEMENT
Exhibit No. 4.4
Non-Statutory Stock Option Agreement Dated September
30, 1996 between the Registrant and R. Wayne Fritzsche
23
<PAGE>
NON-STATUTORY STOCK OPTION AGREEMENT
INTELLIGENT DECISION SYSTEMS, INC., a Delaware corporation whose principal
executive offices are located at 2025 East Beltline, Ave., S.E., Suite 400,
Grand Rapids, Michigan 49548 ("Optionor") and R. Wayne Fritzsche, ("Optionee"),
an individual with an address of 6413 Maclaurin Drive East, Tampa, Florida
33647, hereby agree as of the 30th day of September, 1996 as follows:
W I T N E S S E T H :
WHEREAS, Optionee acknowledges that the shares of Optionor subject to this Stock
Option Agreement ("Agreement") are restricted shares under the federal and state
securities laws, and any resales of shares are subject to such federal and state
securities laws;
WHEREAS, the option price of $1.25 was set on September 5, 1996, the date on
which this agreement was reached in principal;
WHEREAS, Optionor desires to grant an option to Optionee to acquire a stated
amount of Optionor's shares, but said Option is subject to restrictions as
imposed herein:
Now, Therefore, in consideration of Optionee's services and of
the mutual covenants and promises contained herein, Optionor and Optionee hereby
agree as follows:
1. Optionee is entitled to purchase from Optionor, up to 325,000 fully paid and
non-assessable shares of Common Stock of Optionor, $.001 par value per share
(hereinafter called "Capital Stock"), at the price of $1.25 per share for a
period beginning on September 30, 1997 and ending on September 29, 2001,
subject, however, to the provisions and upon the terms and conditions
hereinafter set forth. The rights granted pursuant to this paragraph shall
hereinafter be referred to as the "Option". The Option granted hereunder shall
not be an incentive stock option, as defined in Section 422A of the Internal
Revenue Code.
2. The Option and all rights granted hereunder shall be fully vested and become
first exercisable on September 30, 1997 and expire at midnight, Phoenix, Arizona
time, September 29, 2001.
3. The Option may be exercised by the Optionee hereof, in whole or in part (but
not for fractional shares of Capital Stock) by delivery of notice in writing at
the office of Optionor (or such other office or agency as Optionor may designate
by notice in writing to the Optionee at the address of such Optionee appearing
at the top of this Agreement at any time within the period above named) and upon
payment to Optionor by certified check or cashier's cheek of the purchase price
for such shares. In the event of any exercise of the rights represented by this
Option, certificates for the shares of Capital Stock so purchased shall be
delivered to the Optionee hereof within thirty (30) days after the rights
represented by this Option shall have been so exercised.
4. The above provisions are, however, subject to the following:
24
<PAGE>
(A) In case Optionor shall declare any dividend or other distribution
upon its outstanding Capital Stock payable in Capital Stock or shall subdivide
its outstanding shares of Capital Stock into a greater number of shares, then
the number of shares of Capital Stock which may thereafter be purchased upon the
exercise of the rights represented hereby shall be increased in proportion to
the increase through such dividend or subdivision and the purchase price per
share shall be decreased in such proportion. In case Optionor shall at any time
combine the outstanding shares of its Capital Stock into a smaller number of
shares, then the number of shares of Capital stock which may thereafter be
purchased upon the exercise of the rights represented hereby shall be decreased
in proportion to the decrease through such combination and the purchase price
per share shall be increased in such proportion. Notwithstanding the foregoing,
nothing herein shall cause the number of shares of Capital Stock which may be
purchased upon exercise of the rights represented hereby to be adjusted in the
event that the number of shares of Capital Stock outstanding of Optionor are
increased through the issuance of shares in exchange for new consideration or
the conversion of securities convertible into shares of Capital Stock of
Optionor.
(B)(i) If any capital reorganization or reclassification of the Capital Stock
of Optionor, or consolidation or merger of Optionor with another corporation, or
the sale of all or substantially all of its assets to another corporation shall
be effected, then, as a condition of such reorganization, reclassification,
consolidation, merger or sale, lawful and adequate provision shall be made by
Optionor whereby Optionee shall thereafter have the right to purchase and
receive from Optionor upon the basis and upon the terms and conditions specified
in this Option and in lieu of the shares of the Capital Stock of Optionor
immediately theretofore purchasable and receivable upon the exercise of the
rights represented hereby, such shares of stock, securities or assets as may be
issued or such shares of stock, securities or assets as may be issued or payable
with respect to or in exchange for a number of outstanding shares of such
Capital Stock equal to the number of shares of such Capital Stock immediately
theretofore purchasable and receivable upon the exercise of the rights
represented hereby had such reorganization, reclassification, consolidation,
merger or sale not taken place and in any such case appropriate provision shall
be made with respect to the rights and interests of the Optionee to the end that
the provisions hereof (including, without limitation, provisions for adjustment
of the purchase price per share and of the number of shares purchasable upon the
exercise of this Option) shall thereafter be applicable as nearly as may be in
relation to any shares of stock, securities or assets thereafter deliverable
upon the exercise hereof. Any such shares of stock, securities or assets which
the Optionee hereof may be entitled to purchase pursuant to this paragraph (B)
shall be included within the term "Capital Stock" as used herein.
(B)(ii) Notwithstanding the foregoing, in the event of a transaction
described in subsection (B)(i) hereof entered into for the primary purpose of
changing the state of jurisdiction of incorporation, the sole right of Optionee
hereunder shall be to receive the equivalent rights under this Stock Option
Agreement with respect to the securities of the surviving entity.
(C) Upon any adjustment of the number shares of Capital Stock which may be
purchased upon the exercise of the rights represented hereby and/or of the
purchase price per share, then and in each such case the Optionor shall give
written notice thereof, by first class mail, postage prepaid, addressed to the
Optionee at the address of such Optionee as shown herein, which notice shall
state the purchase price per share resulting from such adjustment and the
increase or decrease, if any, in
25
<PAGE>
the number of shares purchasable at such price upon the exercise of this Option,
setting forth in reasonable detail the method of calculation and the facts upon
which such calculation is based.
5. Optionee represents that this Option is being acquired with no present
intention of selling or distributing any Capital Stock received upon the
exercise hereof unless registered under federal and applicable state laws or
pursuant to exemptions from such registration.
6. Neither this Option, nor the shares to be acquired hereunder, have been
registered under the Securities Act of 1933, as amended (the "Act") or the laws
of any other jurisdiction, and neither this Option nor the shares to be acquired
hereunder may be offered, sold, transferred, pledged, hypothecated or otherwise
disposed of unless so registered, or unless an exemption from registration is
available pursuant to applicable law.
The sale, assignment or other disposition of this Option and the shares
to be acquired hereunder are further restricted by Rule 144, promulgated by the
Securities and Exchange Commission.
The Optionee accepts and receives such securities without a view to the
distribution of same.
Before any transfer in connection with the resale of this Option, or
sale of the shares issuable to be acquired hereunder, written approval must
first be obtained from counsel for the Optionor, and such approval will be based
upon compliance with the requirements of the Act and appropriate state law.
7. This Option shall be construed in accordance with the laws of the State
of Arizona.
8. Optionee warrants and acknowledges that:
(A) Optionee has received and carefully reviewed the Articles of
Incorporation of Optionor, and at or prior to the exercise of this Option will
have the knowledge and understanding of the fundamental aspects of the
investment and its risks, and will have relied solely on his own independent
investigation and his independent advisors, and will not have relied upon any
other written materials or oral representations.
(B) Optionee has had (and will continue to have) an opportunity to obtain all
information which may be related to the exercise of this Option and the rights
hereunder so as to make a reasonable investment decision with regards to the
exercise of this Option.
(C) Optionee has been informed by Optionor that neither the Option nor the
shares issuable thereunder have been registered under the Act or the securities
laws of any other State, and may not be offered, sold or transferred in the
absence of such registration or an opinion of counsel for the Company that an
exemption from registration is available.
(D) Optionee is entering into this Option Agreement and will acquire the
shares issuable pursuant hereto for his/her own investment, not on behalf of
others, and not with a view to resell or otherwise
26
<PAGE>
distribute the Capital Stock, will not sell or otherwise distribute the Capital
Stock without registration under the Act or other applicable State securities
laws or exemptions therefrom.
(E) The Optionee understands that Optionor will permit the transfer of the
Capital Stock only if, in the opinion of Optionor's counsel neither the sale nor
the proposed transfer of such Capital Stock will result in a violation of any
applicable securities law, rule or regulation.
(F) Optionee has been informed by Optionor and agrees that (i) stock transfer
notations may be made on the stock transfer records of Optionor with respect to
the shares related to this Agreement, and (ii) that a legend will be placed on
any certificate or other document evidencing ownership of the Capital Stock
regarding the restrictions on transfer and sale of the Capital Stock.
(G) Optionee represents that its financial condition is presently adequate to
justify this investment, it, either alone or with its personal representatives,
has sufficient knowledge and experience in investment and business matters in
order to evaluate this investment and it is aware of the risks involved in any
enterprises such as the Optionor.
9. The Optionee shall not be deemed for any purposes to be a shareholder of the
Optionor with respect to any of the optioned shares except to the extent that
the Option herein granted shall have been exercised with respect thereto and a
stock certificate issued therefor.
10. As a condition of the granting of the Option herein granted, the Optionee
agrees, for himself and his personal representatives, that any disputes or
disagreements which may arise under or as a result of or pursuant to this
Agreement shall be determined by the Board of Directors of the Optionor in its
sole discretion, and that any interpretation by the Board of the terms of this
Agreement shall be final, binding and conclusive.
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed as of
the date first above written.
OPTIONOR OPTIONEE
INTELLIGENT DECISION SYSTEMS, INC. R. WAYNE FRITZSCHE
By:/s/ Mark A. Babin /s/ R. Wayne Fritzsche
Its: President
27
<PAGE>
INTELLIGENT DECISION SYSTEMS, INC.
STOCK OPTION AGREEMENT
EXERCISE FORM
I desire to exercise my vested Options to purchase __________ shares of Common
Stock at _____________ per share, for a total purchase price of
$_______________, pursuant to my Non-Statutory Stock Option Agreement dated
_________, _______.
Enclosed is payment in full by [ ] cash [ ] cashier's check [ ] bank draft [ ]
money order [ ] other (describe) ______________.
I intend to hold the shares for Investment for my own account and will sell or
transfer them only in full compliance with applicable federal and state
securities laws.
I have, or have been given access to, all information necessary for me to make
an informed decision as to the advisability of investing in the Company's stock,
and I have the skill and experience necessary to make such decision.
Dated:____________, _____. Signature: _____________________________
Print full name: __________________________
Social Security No.: ______________________
28
INTELLIGENT DECISION SYSTEMS, INC.
FORM S-8
REGISTRATION STATEMENT
Exhibit No. 4.5
Non-Statutory Stock Option Agreement Dated September
30, 1996 between the Registrant and Anthony Kamin
29
<PAGE>
NON-STATUTORY STOCK OPTION AGREEMENT
INTELLIGENT DECISION SYSTEMS, INC., a Delaware corporation whose principal
executive offices are located at 2025 East Beltline, Ave., S.E., Suite 400,
Grand Rapids, Michigan 49548 ("Optionor") and Anthony Kamin, ("Optionee"), an
individual with an address of 350 West Belden, Suite 606, Chicago, Illinois
60614, hereby agree as of the 30th day of September, 1996 as follows:
W I T N E S S E T H :
WHEREAS, Optionee acknowledges that the shares of Optionor subject to this Stock
Option Agreement ("Agreement") are restricted shares under the federal and state
securities laws, and any resales of shares are subject to such federal and state
securities laws;
WHEREAS, the option price of $1.25 was set on September 5, 1996, the date on
which this agreement was reached in principal;
WHEREAS, Optionor desires to grant an option to Optionee to acquire a stated
amount of Optionor's shares, but said Option is subject to restrictions as
imposed herein:
Now, Therefore, in consideration of Optionee's services and of
the mutual covenants and promises contained herein, Optionor and Optionee hereby
agree as follows:
1. Optionee is entitled to purchase from Optionor, up to 33,333 fully paid and
non-assessable shares of Common Stock of Optionor, $.001 par value per share
(hereinafter called "Capital Stock"), at the price of $1.25 per share for a
period ending on September 4, 1997, subject, however, to the provisions and upon
the terms and conditions hereinafter set forth. The rights granted pursuant to
this paragraph shall hereinafter be referred to as the "Option". The Option
granted hereunder shall not be an incentive stock option, as defined in Section
422A of the Internal Revenue Code.
2. The Option and all rights granted hereunder shall expire at midnight,
Phoenix, Arizona time, September 4, 1997.
3. The Option may be exercised by the Optionee hereof, in whole or in part (but
not for fractional shares of Capital Stock) by delivery of notice in writing at
the office of Optionor (or such other office or agency as Optionor may designate
by notice in writing to the Optionee at the address of such Optionee appearing
at the top of this Agreement at any time within the period above named) and upon
payment to Optionor by certified check or cashier's cheek of the purchase price
for such shares. In the event of any exercise of the rights represented by this
Option, certificates for the shares of Capital Stock so purchased shall be
delivered to the Optionee hereof within thirty (30) days after the rights
represented by this Option shall have been so exercised.
4. The above provisions are, however, subject to the following:
(A) In case Optionor shall declare any dividend or other distribution
upon its outstanding Capital Stock payable in Capital Stock or shall subdivide
its outstanding shares of Capital Stock into
30
<PAGE>
a greater number of shares, then the number of shares of Capital Stock which may
thereafter be purchased upon the exercise of the rights represented hereby shall
be increased in proportion to the increase through such dividend or subdivision
and the purchase price per share shall be decreased in such proportion. In case
Optionor shall at any time combine the outstanding shares of its Capital Stock
into a smaller number of shares, then the number of shares of Capital stock
which may thereafter be purchased upon the exercise of the rights represented
hereby shall be decreased in proportion to the decrease through such combination
and the purchase price per share shall be increased in such proportion.
Notwithstanding the foregoing, nothing herein shall cause the number of shares
of Capital Stock which may be purchased upon exercise of the rights represented
hereby to be adjusted in the event that the number of shares of Capital Stock
outstanding of Optionor are increased through the issuance of shares in exchange
for new consideration or the conversion of securities convertible into shares of
Capital Stock of Optionor.
(B)(i) If any capital reorganization or reclassification of the Capital Stock
of Optionor, or consolidation or merger of Optionor with another corporation, or
the sale of all or substantially all of its assets to another corporation shall
be effected, then, as a condition of such reorganization, reclassification,
consolidation, merger or sale, lawful and adequate provision shall be made by
Optionor whereby Optionee shall thereafter have the right to purchase and
receive from Optionor upon the basis and upon the terms and conditions specified
in this Option and in lieu of the shares of the Capital Stock of Optionor
immediately theretofore purchasable and receivable upon the exercise of the
rights represented hereby, such shares of stock, securities or assets as may be
issued or such shares of stock, securities or assets as may be issued or payable
with respect to or in exchange for a number of outstanding shares of such
Capital Stock equal to the number of shares of such Capital Stock immediately
theretofore purchasable and receivable upon the exercise of the rights
represented hereby had such reorganization, reclassification, consolidation,
merger or sale not taken place and in any such case appropriate provision shall
be made with respect to the rights and interests of the Optionee to the end that
the provisions hereof (including, without limitation, provisions for adjustment
of the purchase price per share and of the number of shares purchasable upon the
exercise of this Option) shall thereafter be applicable as nearly as may be in
relation to any shares of stock, securities or assets thereafter deliverable
upon the exercise hereof. Any such shares of stock, securities or assets which
the Optionee hereof may be entitled to purchase pursuant to this paragraph (B)
shall be included within the term "Capital Stock" as used herein.
(B)(ii) Notwithstanding the foregoing, in the event of a transaction
described in subsection (B)(i) hereof entered into for the primary purpose of
changing the state of jurisdiction of incorporation, the sole right of Optionee
hereunder shall be to receive the equivalent rights under this Stock Option
Agreement with respect to the securities of the surviving entity.
(C) Upon any adjustment of the number shares of Capital Stock which may be
purchased upon the exercise of the rights represented hereby and/or of the
purchase price per share, then and in each such case the Optionor shall give
written notice thereof, by first class mail, postage prepaid, addressed to the
Optionee at the address of such Optionee as shown herein, which notice shall
state the purchase price per share resulting from such adjustment and the
increase or decrease, if any, in the number of shares purchasable at such price
upon the exercise of this Option, setting forth in reasonable detail the method
of calculation and the facts upon which such calculation is based.
31
<PAGE>
5. Optionee represents that this Option is being acquired with no present
intention of selling or distributing any Capital Stock received upon the
exercise hereof unless registered under federal and applicable state laws or
pursuant to exemptions from such registration.
6. Neither this Option, nor the shares to be acquired hereunder, have been
registered under the Securities Act of 1933, as amended (the "Act") or the laws
of any other jurisdiction, and neither this Option nor the shares to be acquired
hereunder may be offered, sold, transferred, pledged, hypothecated or otherwise
disposed of unless so registered, or unless an exemption from registration is
available pursuant to applicable law.
The sale, assignment or other disposition of this Option and the shares
to be acquired hereunder are further restricted by Rule 144, promulgated by the
Securities and Exchange Commission.
The Optionee accepts and receives such securities without a view to the
distribution of same.
Before any transfer in connection with the resale of this Option, or
sale of the shares issuable to be acquired hereunder, written approval must
first be obtained from counsel for the Optionor, and such approval will be based
upon compliance with the requirements of the Act and appropriate state law.
7. This Option shall be construed in accordance with the laws of the State
of Arizona.
8. Optionee warrants and acknowledges that:
(A) Optionee has received and carefully reviewed the Articles of
Incorporation of Optionor, and at or prior to the exercise of this Option will
have the knowledge and understanding of the fundamental aspects of the
investment and its risks, and will have relied solely on his own independent
investigation and his independent advisors, and will not have relied upon any
other written materials or oral representations.
(B) Optionee has had (and will continue to have) an opportunity to obtain all
information which may be related to the exercise of this Option and the rights
hereunder so as to make a reasonable investment decision with regards to the
exercise of this Option.
(C) Optionee has been informed by Optionor that neither the Option nor the
shares issuable thereunder have been registered under the Act or the securities
laws of any other State, and may not be offered, sold or transferred in the
absence of such registration or an opinion of counsel for the Company that an
exemption from registration is available.
(D) Optionee is entering into this Option Agreement and will acquire the
shares issuable pursuant hereto for his/her own investment, not on behalf of
others, and not with a view to resell or otherwise distribute the Capital Stock,
will not sell or otherwise distribute the Capital Stock without registration
under the Act or other applicable State securities laws or exemptions therefrom.
32
<PAGE>
(E) The Optionee understands that Optionor will permit the transfer of the
Capital Stock only if, in the opinion of Optionor's counsel neither the sale nor
the proposed transfer of such Capital Stock will result in a violation of any
applicable securities law, rule or regulation.
(F) Optionee has been informed by Optionor and agrees that (i) stock transfer
notations may be made on the stock transfer records of Optionor with respect to
the shares related to this Agreement, and (ii) that a legend will be placed on
any certificate or other document evidencing ownership of the Capital Stock
regarding the restrictions on transfer and sale of the Capital Stock.
(G) Optionee represents that its financial condition is presently adequate to
justify this investment, it, either alone or with its personal representatives,
has sufficient knowledge and experience in investment and business matters in
order to evaluate this investment and it is aware of the risks involved in any
enterprises such as the Optionor.
9. The Optionee shall not be deemed for any purposes to be a shareholder of the
Optionor with respect to any of the optioned shares except to the extent that
the Option herein granted shall have been exercised with respect thereto and a
stock certificate issued therefor.
10. As a condition of the granting of the Option herein granted, the Optionee
agrees, for himself and his personal representatives, that any disputes or
disagreements which may arise under or as a result of or pursuant to this
Agreement shall be determined by the Board of Directors of the Optionor in its
sole discretion, and that any interpretation by the Board of the terms of this
Agreement shall be final, binding and conclusive.
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed as of
the date first above written.
OPTIONOR OPTIONEE
INTELLIGENT DECISION SYSTEMS, INC. ANTHONY KAMIN
By:/s/ Mark A. Babin /s/ Anthony Kamin
Its: President
33
<PAGE>
INTELLIGENT DECISION SYSTEMS, INC.
STOCK OPTION AGREEMENT
EXERCISE FORM
I desire to exercise my vested Options to purchase __________ shares of Common
Stock at _____________ per share, for a total purchase price of
$_______________, pursuant to my Non-Statutory Stock Option Agreement dated
_________, _______.
Enclosed is payment in full by [ ] cash [ ] cashier's check [ ] bank draft [ ]
money order [ ] other (describe) ______________.
I intend to hold the shares for Investment for my own account and will sell or
transfer them only in full compliance with applicable federal and state
securities laws.
I have, or have been given access to, all information necessary for me to make
an informed decision as to the advisability of investing in the Company's stock,
and I have the skill and experience necessary to make such decision.
Dated:____________, _____. Signature: _____________________________
Print full name: __________________________
Social Security No.: ______________________
34
INTELLIGENT DECISION SYSTEMS, INC.
FORM S-8
REGISTRATION STATEMENT
Exhibit No. 4.6
Non-Statutory Stock Option Agreement Dated September
30, 1996 between the Registrant and Anthony Kamin
35
<PAGE>
NON-STATUTORY STOCK OPTION AGREEMENT
INTELLIGENT DECISION SYSTEMS, INC., a Delaware corporation whose principal
executive offices are located at 2025 East Beltline, Ave., S.E., Suite 400,
Grand Rapids, Michigan 49548 ("Optionor") and Anthony Kamin, ("Optionee"), an
individual with an address of 350 West Belden, Suite 606, Chicago, Illinois
60614, hereby agree as of the 30th day of September, 1996 as follows:
W I T N E S S E T H :
WHEREAS, Optionee acknowledges that the shares of Optionor subject to this Stock
Option Agreement ("Agreement") are restricted shares under the federal and state
securities laws, and any resales of shares are subject to such federal and state
securities laws;
WHEREAS, the option price of $1.25 was set on September 5, 1996, the date on
which this agreement was reached in principal;
WHEREAS, Optionor desires to grant an option to Optionee to acquire a stated
amount of Optionor's shares, but said Option is subject to restrictions as
imposed herein:
Now, Therefore, in consideration of Optionee's services and of
the mutual covenants and promises contained herein, Optionor and Optionee hereby
agree as follows:
1. Optionee is entitled to purchase from Optionor, up to 291,667 fully paid and
non-assessable shares of Common Stock of Optionor, $.001 par value per share
(hereinafter called "Capital Stock"), at the price of $1.25 per share for a
period ending on December 21, 1998, subject, however, to the provisions and upon
the terms and conditions hereinafter set forth. The rights granted pursuant to
this paragraph shall hereinafter be referred to as the "Option". The Option
granted hereunder shall not be an incentive stock option, as defined in Section
422A of the Internal Revenue Code.
2. The Option and all rights granted hereunder shall expire at midnight,
Phoenix, Arizona time, December 21, 1998.
3. The Option may be exercised by the Optionee hereof, in whole or in part (but
not for fractional shares of Capital Stock) by delivery of notice in writing at
the office of Optionor (or such other office or agency as Optionor may designate
by notice in writing to the Optionee at the address of such Optionee appearing
at the top of this Agreement at any time within the period above named) and upon
payment to Optionor by certified check or cashier's cheek of the purchase price
for such shares. In the event of any exercise of the rights represented by this
Option, certificates for the shares of Capital Stock so purchased shall be
delivered to the Optionee hereof within thirty (30) days after the rights
represented by this Option shall have been so exercised.
4. The above provisions are, however, subject to the following:
(A) In case Optionor shall declare any dividend or other distribution
upon its outstanding Capital Stock payable in Capital Stock or shall subdivide
its outstanding shares of Capital Stock into
36
<PAGE>
a greater number of shares, then the number of shares of Capital Stock which may
thereafter be purchased upon the exercise of the rights represented hereby shall
be increased in proportion to the increase through such dividend or subdivision
and the purchase price per share shall be decreased in such proportion. In case
Optionor shall at any time combine the outstanding shares of its Capital Stock
into a smaller number of shares, then the number of shares of Capital stock
which may thereafter be purchased upon the exercise of the rights represented
hereby shall be decreased in proportion to the decrease through such combination
and the purchase price per share shall be increased in such proportion.
Notwithstanding the foregoing, nothing herein shall cause the number of shares
of Capital Stock which may be purchased upon exercise of the rights represented
hereby to be adjusted in the event that the number of shares of Capital Stock
outstanding of Optionor are increased through the issuance of shares in exchange
for new consideration or the conversion of securities convertible into shares of
Capital Stock of Optionor.
(B)(i) If any capital reorganization or reclassification of the Capital Stock
of Optionor, or consolidation or merger of Optionor with another corporation, or
the sale of all or substantially all of its assets to another corporation shall
be effected, then, as a condition of such reorganization, reclassification,
consolidation, merger or sale, lawful and adequate provision shall be made by
Optionor whereby Optionee shall thereafter have the right to purchase and
receive from Optionor upon the basis and upon the terms and conditions specified
in this Option and in lieu of the shares of the Capital Stock of Optionor
immediately theretofore purchasable and receivable upon the exercise of the
rights represented hereby, such shares of stock, securities or assets as may be
issued or such shares of stock, securities or assets as may be issued or payable
with respect to or in exchange for a number of outstanding shares of such
Capital Stock equal to the number of shares of such Capital Stock immediately
theretofore purchasable and receivable upon the exercise of the rights
represented hereby had such reorganization, reclassification, consolidation,
merger or sale not taken place and in any such case appropriate provision shall
be made with respect to the rights and interests of the Optionee to the end that
the provisions hereof (including, without limitation, provisions for adjustment
of the purchase price per share and of the number of shares purchasable upon the
exercise of this Option) shall thereafter be applicable as nearly as may be in
relation to any shares of stock, securities or assets thereafter deliverable
upon the exercise hereof. Any such shares of stock, securities or assets which
the Optionee hereof may be entitled to purchase pursuant to this paragraph (B)
shall be included within the term "Capital Stock" as used herein.
(B)(ii) Notwithstanding the foregoing, in the event of a transaction
described in subsection (B)(i) hereof entered into for the primary purpose of
changing the state of jurisdiction of incorporation, the sole right of Optionee
hereunder shall be to receive the equivalent rights under this Stock Option
Agreement with respect to the securities of the surviving entity.
(C) Upon any adjustment of the number shares of Capital Stock which may be
purchased upon the exercise of the rights represented hereby and/or of the
purchase price per share, then and in each such case the Optionor shall give
written notice thereof, by first class mail, postage prepaid, addressed to the
Optionee at the address of such Optionee as shown herein, which notice shall
state the purchase price per share resulting from such adjustment and the
increase or decrease, if any, in the number of shares purchasable at such price
upon the exercise of this Option, setting forth in reasonable detail the method
of calculation and the facts upon which such calculation is based.
37
<PAGE>
5. Optionee represents that this Option is being acquired with no present
intention of selling or distributing any Capital Stock received upon the
exercise hereof unless registered under federal and applicable state laws or
pursuant to exemptions from such registration.
6. Neither this Option, nor the shares to be acquired hereunder, have been
registered under the Securities Act of 1933, as amended (the "Act") or the laws
of any other jurisdiction, and neither this Option nor the shares to be acquired
hereunder may be offered, sold, transferred, pledged, hypothecated or otherwise
disposed of unless so registered, or unless an exemption from registration is
available pursuant to applicable law.
The sale, assignment or other disposition of this Option and the shares
to be acquired hereunder are further restricted by Rule 144, promulgated by the
Securities and Exchange Commission.
The Optionee accepts and receives such securities without a view to the
distribution of same.
Before any transfer in connection with the resale of this Option, or
sale of the shares issuable to be acquired hereunder, written approval must
first be obtained from counsel for the Optionor, and such approval will be based
upon compliance with the requirements of the Act and appropriate state law.
7. This Option shall be construed in accordance with the laws of the State
of Arizona.
8. Optionee warrants and acknowledges that:
(A) Optionee has received and carefully reviewed the Articles of
Incorporation of Optionor, and at or prior to the exercise of this Option will
have the knowledge and understanding of the fundamental aspects of the
investment and its risks, and will have relied solely on his own independent
investigation and his independent advisors, and will not have relied upon any
other written materials or oral representations.
(B) Optionee has had (and will continue to have) an opportunity to obtain all
information which may be related to the exercise of this Option and the rights
hereunder so as to make a reasonable investment decision with regards to the
exercise of this Option.
(C) Optionee has been informed by Optionor that neither the Option nor the
shares issuable thereunder have been registered under the Act or the securities
laws of any other State, and may not be offered, sold or transferred in the
absence of such registration or an opinion of counsel for the Company that an
exemption from registration is available.
(D) Optionee is entering into this Option Agreement and will acquire the
shares issuable pursuant hereto for his/her own investment, not on behalf of
others, and not with a view to resell or otherwise distribute the Capital Stock,
will not sell or otherwise distribute the Capital Stock without registration
under the Act or other applicable State securities laws or exemptions therefrom.
38
<PAGE>
(E) The Optionee understands that Optionor will permit the transfer of the
Capital Stock only if, in the opinion of Optionor's counsel neither the sale nor
the proposed transfer of such Capital Stock will result in a violation of any
applicable securities law, rule or regulation.
(F) Optionee has been informed by Optionor and agrees that (i) stock transfer
notations may be made on the stock transfer records of Optionor with respect to
the shares related to this Agreement, and (ii) that a legend will be placed on
any certificate or other document evidencing ownership of the Capital Stock
regarding the restrictions on transfer and sale of the Capital Stock.
(G) Optionee represents that its financial condition is presently adequate to
justify this investment, it, either alone or with its personal representatives,
has sufficient knowledge and experience in investment and business matters in
order to evaluate this investment and it is aware of the risks involved in any
enterprises such as the Optionor.
9. The Optionee shall not be deemed for any purposes to be a shareholder of the
Optionor with respect to any of the optioned shares except to the extent that
the Option herein granted shall have been exercised with respect thereto and a
stock certificate issued therefor.
10. As a condition of the granting of the Option herein granted, the Optionee
agrees, for himself and his personal representatives, that any disputes or
disagreements which may arise under or as a result of or pursuant to this
Agreement shall be determined by the Board of Directors of the Optionor in its
sole discretion, and that any interpretation by the Board of the terms of this
Agreement shall be final, binding and conclusive.
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed as of
the date first above written.
OPTIONOR OPTIONEE
INTELLIGENT DECISION SYSTEMS, INC. ANTHONY KAMIN
By:/s/ Mark A. Babin /s/ Anthony Kamin
Its: President
39
<PAGE>
INTELLIGENT DECISION SYSTEMS, INC.
STOCK OPTION AGREEMENT
EXERCISE FORM
I desire to exercise my vested Options to purchase __________ shares of Common
Stock at _____________ per share, for a total purchase price of
$_______________, pursuant to my Non-Statutory Stock Option Agreement dated
_________, _______.
Enclosed is payment in full by [ ] cash [ ] cashier's check [ ] bank draft [ ]
money order [ ] other (describe) ______________.
I intend to hold the shares for Investment for my own account and will sell or
transfer them only in full compliance with applicable federal and state
securities laws.
I have, or have been given access to, all information necessary for me to make
an informed decision as to the advisability of investing in the Company's stock,
and I have the skill and experience necessary to make such decision.
Dated:____________, _____. Signature: _____________________________
Print full name: __________________________
Social Security No.: ______________________
40
INTELLIGENT DECISION SYSTEMS, INC.
FORM S-8
REGISTRATION STATEMENT
Exhibit No. 4.7
Non-Statutory Stock Option Agreement Dated September
30, 1996 between the Registrant and Anthony Kamin
41
<PAGE>
NON-STATUTORY STOCK OPTION AGREEMENT
INTELLIGENT DECISION SYSTEMS, INC., a Delaware corporation whose principal
executive offices are located at 2025 East Beltline, Ave., S.E., Suite 400,
Grand Rapids, Michigan 49548 ("Optionor") and Anthony Kamin, ("Optionee"), an
individual with an address of 350 West Belden, Suite 606, Chicago, Illinois
60614, hereby agree as of the 30th day of September, 1996 as follows:
W I T N E S S E T H :
WHEREAS, Optionee acknowledges that the shares of Optionor subject to this Stock
Option Agreement ("Agreement") are restricted shares under the federal and state
securities laws, and any resales of shares are subject to such federal and state
securities laws;
WHEREAS, the option price of $1.25 was set on September 5, 1996, the date on
which this agreement was reached in principal;
WHEREAS, Optionor desires to grant an option to Optionee to acquire a stated
amount of Optionor's shares, but said Option is subject to restrictions as
imposed herein:
Now, Therefore, in consideration of Optionee's services and of
the mutual covenants and promises contained herein, Optionor and Optionee hereby
agree as follows:
1. Optionee is entitled to purchase from Optionor, up to 325,000 fully paid and
non-assessable shares of Common Stock of Optionor, $.001 par value per share
(hereinafter called "Capital Stock"), at the price of $1.25 per share for a
period beginning on September 30, 1997 and ending on September 29, 2001,
subject, however, to the provisions and upon the terms and conditions
hereinafter set forth. The rights granted pursuant to this paragraph shall
hereinafter be referred to as the "Option". The Option granted hereunder shall
not be an incentive stock option, as defined in Section 422A of the Internal
Revenue Code.
2. The Option and all rights granted hereunder shall be fully vested and become
first exercisable on September 30, 1997 and expire at midnight, Phoenix, Arizona
time, September 29, 2001.
3. The Option may be exercised by the Optionee hereof, in whole or in part (but
not for fractional shares of Capital Stock) by delivery of notice in writing at
the office of Optionor (or such other office or agency as Optionor may designate
by notice in writing to the Optionee at the address of such Optionee appearing
at the top of this Agreement at any time within the period above named) and upon
payment to Optionor by certified check or cashier's cheek of the purchase price
for such shares. In the event of any exercise of the rights represented by this
Option, certificates for the shares of Capital Stock so purchased shall be
delivered to the Optionee hereof within thirty (30) days after the rights
represented by this Option shall have been so exercised.
4. The above provisions are, however, subject to the following:
42
<PAGE>
(A) In case Optionor shall declare any dividend or other distribution
upon its outstanding Capital Stock payable in Capital Stock or shall subdivide
its outstanding shares of Capital Stock into a greater number of shares, then
the number of shares of Capital Stock which may thereafter be purchased upon the
exercise of the rights represented hereby shall be increased in proportion to
the increase through such dividend or subdivision and the purchase price per
share shall be decreased in such proportion. In case Optionor shall at any time
combine the outstanding shares of its Capital Stock into a smaller number of
shares, then the number of shares of Capital stock which may thereafter be
purchased upon the exercise of the rights represented hereby shall be decreased
in proportion to the decrease through such combination and the purchase price
per share shall be increased in such proportion. Notwithstanding the foregoing,
nothing herein shall cause the number of shares of Capital Stock which may be
purchased upon exercise of the rights represented hereby to be adjusted in the
event that the number of shares of Capital Stock outstanding of Optionor are
increased through the issuance of shares in exchange for new consideration or
the conversion of securities convertible into shares of Capital Stock of
Optionor.
(B)(i) If any capital reorganization or reclassification of the Capital Stock
of Optionor, or consolidation or merger of Optionor with another corporation, or
the sale of all or substantially all of its assets to another corporation shall
be effected, then, as a condition of such reorganization, reclassification,
consolidation, merger or sale, lawful and adequate provision shall be made by
Optionor whereby Optionee shall thereafter have the right to purchase and
receive from Optionor upon the basis and upon the terms and conditions specified
in this Option and in lieu of the shares of the Capital Stock of Optionor
immediately theretofore purchasable and receivable upon the exercise of the
rights represented hereby, such shares of stock, securities or assets as may be
issued or such shares of stock, securities or assets as may be issued or payable
with respect to or in exchange for a number of outstanding shares of such
Capital Stock equal to the number of shares of such Capital Stock immediately
theretofore purchasable and receivable upon the exercise of the rights
represented hereby had such reorganization, reclassification, consolidation,
merger or sale not taken place and in any such case appropriate provision shall
be made with respect to the rights and interests of the Optionee to the end that
the provisions hereof (including, without limitation, provisions for adjustment
of the purchase price per share and of the number of shares purchasable upon the
exercise of this Option) shall thereafter be applicable as nearly as may be in
relation to any shares of stock, securities or assets thereafter deliverable
upon the exercise hereof. Any such shares of stock, securities or assets which
the Optionee hereof may be entitled to purchase pursuant to this paragraph (B)
shall be included within the term "Capital Stock" as used herein.
(B)(ii) Notwithstanding the foregoing, in the event of a transaction
described in subsection (B)(i) hereof entered into for the primary purpose of
changing the state of jurisdiction of incorporation, the sole right of Optionee
hereunder shall be to receive the equivalent rights under this Stock Option
Agreement with respect to the securities of the surviving entity.
(C) Upon any adjustment of the number shares of Capital Stock which may be
purchased upon the exercise of the rights represented hereby and/or of the
purchase price per share, then and in each such case the Optionor shall give
written notice thereof, by first class mail, postage prepaid, addressed to the
Optionee at the address of such Optionee as shown herein, which notice shall
state the purchase price per share resulting from such adjustment and the
increase or decrease, if any, in
43
<PAGE>
the number of shares purchasable at such price upon the exercise of this Option,
setting forth in reasonable detail the method of calculation and the facts upon
which such calculation is based.
5. Optionee represents that this Option is being acquired with no present
intention of selling or distributing any Capital Stock received upon the
exercise hereof unless registered under federal and applicable state laws or
pursuant to exemptions from such registration.
6. Neither this Option, nor the shares to be acquired hereunder, have been
registered under the Securities Act of 1933, as amended (the "Act") or the laws
of any other jurisdiction, and neither this Option nor the shares to be acquired
hereunder may be offered, sold, transferred, pledged, hypothecated or otherwise
disposed of unless so registered, or unless an exemption from registration is
available pursuant to applicable law.
The sale, assignment or other disposition of this Option and the shares
to be acquired hereunder are further restricted by Rule 144, promulgated by the
Securities and Exchange Commission.
The Optionee accepts and receives such securities without a view to the
distribution of same.
Before any transfer in connection with the resale of this Option, or
sale of the shares issuable to be acquired hereunder, written approval must
first be obtained from counsel for the Optionor, and such approval will be based
upon compliance with the requirements of the Act and appropriate state law.
7. This Option shall be construed in accordance with the laws of the State
of Arizona.
8. Optionee warrants and acknowledges that:
(A) Optionee has received and carefully reviewed the Articles of
Incorporation of Optionor, and at or prior to the exercise of this Option will
have the knowledge and understanding of the fundamental aspects of the
investment and its risks, and will have relied solely on his own independent
investigation and his independent advisors, and will not have relied upon any
other written materials or oral representations.
(B) Optionee has had (and will continue to have) an opportunity to obtain all
information which may be related to the exercise of this Option and the rights
hereunder so as to make a reasonable investment decision with regards to the
exercise of this Option.
(C) Optionee has been informed by Optionor that neither the Option nor the
shares issuable thereunder have been registered under the Act or the securities
laws of any other State, and may not be offered, sold or transferred in the
absence of such registration or an opinion of counsel for the Company that an
exemption from registration is available.
(D) Optionee is entering into this Option Agreement and will acquire the
shares issuable pursuant hereto for his/her own investment, not on behalf of
others, and not with a view to resell or otherwise
44
<PAGE>
distribute the Capital Stock, will not sell or otherwise distribute the Capital
Stock without registration under the Act or other applicable State securities
laws or exemptions therefrom.
(E) The Optionee understands that Optionor will permit the transfer of the
Capital Stock only if, in the opinion of Optionor's counsel neither the sale nor
the proposed transfer of such Capital Stock will result in a violation of any
applicable securities law, rule or regulation.
(F) Optionee has been informed by Optionor and agrees that (i) stock transfer
notations may be made on the stock transfer records of Optionor with respect to
the shares related to this Agreement, and (ii) that a legend will be placed on
any certificate or other document evidencing ownership of the Capital Stock
regarding the restrictions on transfer and sale of the Capital Stock.
(G) Optionee represents that its financial condition is presently adequate to
justify this investment, it, either alone or with its personal representatives,
has sufficient knowledge and experience in investment and business matters in
order to evaluate this investment and it is aware of the risks involved in any
enterprises such as the Optionor.
9. The Optionee shall not be deemed for any purposes to be a shareholder of the
Optionor with respect to any of the optioned shares except to the extent that
the Option herein granted shall have been exercised with respect thereto and a
stock certificate issued therefor.
10. As a condition of the granting of the Option herein granted, the Optionee
agrees, for himself and his personal representatives, that any disputes or
disagreements which may arise under or as a result of or pursuant to this
Agreement shall be determined by the Board of Directors of the Optionor in its
sole discretion, and that any interpretation by the Board of the terms of this
Agreement shall be final, binding and conclusive.
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed as of
the date first above written.
OPTIONOR OPTIONEE
INTELLIGENT DECISION SYSTEMS, INC. ANTHONY KAMIN
By:/s/ Mark A. Babin /s/ Anthony Kamin
Its: President
45
<PAGE>
INTELLIGENT DECISION SYSTEMS, INC.
STOCK OPTION AGREEMENT
EXERCISE FORM
I desire to exercise my vested Options to purchase __________ shares of Common
Stock at _____________ per share, for a total purchase price of
$_______________, pursuant to my Non-Statutory Stock Option Agreement dated
_________, _______.
Enclosed is payment in full by [ ] cash [ ] cashier's check [ ] bank draft [ ]
money order [ ] other (describe) ______________.
I intend to hold the shares for Investment for my own account and will sell or
transfer them only in full compliance with applicable federal and state
securities laws.
I have, or have been given access to, all information necessary for me to make
an informed decision as to the advisability of investing in the Company's stock,
and I have the skill and experience necessary to make such decision.
Dated:____________, _____. Signature: _____________________________
Print full name: __________________________
Social Security No.: ______________________
46
INTELLIGENT DECISION SYSTEMS, INC.
FORM S-8
REGISTRATION STATEMENT
Exhibit No. 4.8
Non-Statutory Stock Option Agreement Dated September
30, 1996 between the Registrant and James N. Lane
47
<PAGE>
NON-STATUTORY STOCK OPTION AGREEMENT
INTELLIGENT DECISION SYSTEMS, INC., a Delaware corporation whose principal
executive offices are located at 2025 East Beltline, Ave., S.E., Suite 400,
Grand Rapids, Michigan 49548 ("Optionor") and James N. Lane, ("Optionee"), an
individual with an address of 85 Rosebrook road, New Canaan, CT 06840, hereby
agree as of the 30th day of September, 1996 as follows:
W I T N E S S E T H :
WHEREAS, Optionee acknowledges that the shares of Optionor subject to this Stock
Option Agreement ("Agreement") are restricted shares under the federal and state
securities laws, and any resales of shares are subject to such federal and state
securities laws;
WHEREAS, the option price of $1.25 was set on September 5, 1996, the date on
which this agreement was reached in principal;
WHEREAS, Optionor desires to grant an option to Optionee to acquire a stated
amount of Optionor's shares, but said Option is subject to restrictions as
imposed herein:
Now, Therefore, in consideration of Optionee's services and of
the mutual covenants and promises contained herein, Optionor and Optionee hereby
agree as follows:
1. Optionee is entitled to purchase from Optionor, up to 33,333 fully paid and
non-assessable shares of Common Stock of Optionor, $.001 par value per share
(hereinafter called "Capital Stock"), at the price of $1.25 per share for a
period ending on September 4, 1997, subject, however, to the provisions and upon
the terms and conditions hereinafter set forth. The rights granted pursuant to
this paragraph shall hereinafter be referred to as the "Option". The Option
granted hereunder shall not be an incentive stock option, as defined in Section
422A of the Internal Revenue Code.
2. The Option and all rights granted hereunder shall expire at midnight,
Phoenix, Arizona time, September 4, 1997.
3. The Option may be exercised by the Optionee hereof, in whole or in part (but
not for fractional shares of Capital Stock) by delivery of notice in writing at
the office of Optionor (or such other office or agency as Optionor may designate
by notice in writing to the Optionee at the address of such Optionee appearing
at the top of this Agreement at any time within the period above named) and upon
payment to Optionor by certified check or cashier's cheek of the purchase price
for such shares. In the event of any exercise of the rights represented by this
Option, certificates for the shares of Capital Stock so purchased shall be
delivered to the Optionee hereof within thirty (30) days after the rights
represented by this Option shall have been so exercised.
4. The above provisions are, however, subject to the following:
(A) In case Optionor shall declare any dividend or other distribution
upon its outstanding Capital Stock payable in Capital Stock or shall subdivide
its outstanding shares of Capital Stock into
48
<PAGE>
a greater number of shares, then the number of shares of Capital Stock which may
thereafter be purchased upon the exercise of the rights represented hereby shall
be increased in proportion to the increase through such dividend or subdivision
and the purchase price per share shall be decreased in such proportion. In case
Optionor shall at any time combine the outstanding shares of its Capital Stock
into a smaller number of shares, then the number of shares of Capital stock
which may thereafter be purchased upon the exercise of the rights represented
hereby shall be decreased in proportion to the decrease through such combination
and the purchase price per share shall be increased in such proportion.
Notwithstanding the foregoing, nothing herein shall cause the number of shares
of Capital Stock which may be purchased upon exercise of the rights represented
hereby to be adjusted in the event that the number of shares of Capital Stock
outstanding of Optionor are increased through the issuance of shares in exchange
for new consideration or the conversion of securities convertible into shares of
Capital Stock of Optionor.
(B)(i) If any capital reorganization or reclassification of the Capital Stock
of Optionor, or consolidation or merger of Optionor with another corporation, or
the sale of all or substantially all of its assets to another corporation shall
be effected, then, as a condition of such reorganization, reclassification,
consolidation, merger or sale, lawful and adequate provision shall be made by
Optionor whereby Optionee shall thereafter have the right to purchase and
receive from Optionor upon the basis and upon the terms and conditions specified
in this Option and in lieu of the shares of the Capital Stock of Optionor
immediately theretofore purchasable and receivable upon the exercise of the
rights represented hereby, such shares of stock, securities or assets as may be
issued or such shares of stock, securities or assets as may be issued or payable
with respect to or in exchange for a number of outstanding shares of such
Capital Stock equal to the number of shares of such Capital Stock immediately
theretofore purchasable and receivable upon the exercise of the rights
represented hereby had such reorganization, reclassification, consolidation,
merger or sale not taken place and in any such case appropriate provision shall
be made with respect to the rights and interests of the Optionee to the end that
the provisions hereof (including, without limitation, provisions for adjustment
of the purchase price per share and of the number of shares purchasable upon the
exercise of this Option) shall thereafter be applicable as nearly as may be in
relation to any shares of stock, securities or assets thereafter deliverable
upon the exercise hereof. Any such shares of stock, securities or assets which
the Optionee hereof may be entitled to purchase pursuant to this paragraph (B)
shall be included within the term "Capital Stock" as used herein.
(B)(ii) Notwithstanding the foregoing, in the event of a transaction
described in subsection (B)(i) hereof entered into for the primary purpose of
changing the state of jurisdiction of incorporation, the sole right of Optionee
hereunder shall be to receive the equivalent rights under this Stock Option
Agreement with respect to the securities of the surviving entity.
(C) Upon any adjustment of the number shares of Capital Stock which may be
purchased upon the exercise of the rights represented hereby and/or of the
purchase price per share, then and in each such case the Optionor shall give
written notice thereof, by first class mail, postage prepaid, addressed to the
Optionee at the address of such Optionee as shown herein, which notice shall
state the purchase price per share resulting from such adjustment and the
increase or decrease, if any, in the number of shares purchasable at such price
upon the exercise of this Option, setting forth in reasonable detail the method
of calculation and the facts upon which such calculation is based.
49
<PAGE>
5. Optionee represents that this Option is being acquired with no present
intention of selling or distributing any Capital Stock received upon the
exercise hereof unless registered under federal and applicable state laws or
pursuant to exemptions from such registration.
6. Neither this Option, nor the shares to be acquired hereunder, have been
registered under the Securities Act of 1933, as amended (the "Act") or the laws
of any other jurisdiction, and neither this Option nor the shares to be acquired
hereunder may be offered, sold, transferred, pledged, hypothecated or otherwise
disposed of unless so registered, or unless an exemption from registration is
available pursuant to applicable law.
The sale, assignment or other disposition of this Option and the shares
to be acquired hereunder are further restricted by Rule 144, promulgated by the
Securities and Exchange Commission.
The Optionee accepts and receives such securities without a view to the
distribution of same.
Before any transfer in connection with the resale of this Option, or
sale of the shares issuable to be acquired hereunder, written approval must
first be obtained from counsel for the Optionor, and such approval will be based
upon compliance with the requirements of the Act and appropriate state law.
7. This Option shall be construed in accordance with the laws of the State
of Arizona.
8. Optionee warrants and acknowledges that:
(A) Optionee has received and carefully reviewed the Articles of
Incorporation of Optionor, and at or prior to the exercise of this Option will
have the knowledge and understanding of the fundamental aspects of the
investment and its risks, and will have relied solely on his own independent
investigation and his independent advisors, and will not have relied upon any
other written materials or oral representations.
(B) Optionee has had (and will continue to have) an opportunity to obtain all
information which may be related to the exercise of this Option and the rights
hereunder so as to make a reasonable investment decision with regards to the
exercise of this Option.
(C) Optionee has been informed by Optionor that neither the Option nor the
shares issuable thereunder have been registered under the Act or the securities
laws of any other State, and may not be offered, sold or transferred in the
absence of such registration or an opinion of counsel for the Company that an
exemption from registration is available.
(D) Optionee is entering into this Option Agreement and will acquire the
shares issuable pursuant hereto for his/her own investment, not on behalf of
others, and not with a view to resell or otherwise distribute the Capital Stock,
will not sell or otherwise distribute the Capital Stock without registration
under the Act or other applicable State securities laws or exemptions therefrom.
50
<PAGE>
(E) The Optionee understands that Optionor will permit the transfer of the
Capital Stock only if, in the opinion of Optionor's counsel neither the sale nor
the proposed transfer of such Capital Stock will result in a violation of any
applicable securities law, rule or regulation.
(F) Optionee has been informed by Optionor and agrees that (i) stock transfer
notations may be made on the stock transfer records of Optionor with respect to
the shares related to this Agreement, and (ii) that a legend will be placed on
any certificate or other document evidencing ownership of the Capital Stock
regarding the restrictions on transfer and sale of the Capital Stock.
(G) Optionee represents that its financial condition is presently adequate to
justify this investment, it, either alone or with its personal representatives,
has sufficient knowledge and experience in investment and business matters in
order to evaluate this investment and it is aware of the risks involved in any
enterprises such as the Optionor.
9. The Optionee shall not be deemed for any purposes to be a shareholder of the
Optionor with respect to any of the optioned shares except to the extent that
the Option herein granted shall have been exercised with respect thereto and a
stock certificate issued therefor.
10. As a condition of the granting of the Option herein granted, the Optionee
agrees, for himself and his personal representatives, that any disputes or
disagreements which may arise under or as a result of or pursuant to this
Agreement shall be determined by the Board of Directors of the Optionor in its
sole discretion, and that any interpretation by the Board of the terms of this
Agreement shall be final, binding and conclusive.
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed as of
the date first above written.
OPTIONOR OPTIONEE
INTELLIGENT DECISION SYSTEMS, INC. JAMES N. LANE
By:/s/ Mark A. Babin /s/ James N. Lane
Its: President
51
<PAGE>
INTELLIGENT DECISION SYSTEMS, INC.
STOCK OPTION AGREEMENT
EXERCISE FORM
I desire to exercise my vested Options to purchase __________ shares of Common
Stock at _____________ per share, for a total purchase price of
$_______________, pursuant to my Non-Statutory Stock Option Agreement dated
_________, _______.
Enclosed is payment in full by [ ] cash [ ] cashier's check [ ] bank draft [ ]
money order [ ] other (describe) ______________.
I intend to hold the shares for Investment for my own account and will sell or
transfer them only in full compliance with applicable federal and state
securities laws.
I have, or have been given access to, all information necessary for me to make
an informed decision as to the advisability of investing in the Company's stock,
and I have the skill and experience necessary to make such decision.
Dated:____________, _____. Signature: _____________________________
Print full name: __________________________
Social Security No.: ______________________
52
INTELLIGENT DECISION SYSTEMS, INC.
FORM S-8
REGISTRATION STATEMENT
Exhibit No. 4.9
Lane Option Agreement
53
<PAGE>
NON-STATUTORY STOCK OPTION AGREEMENT
INTELLIGENT DECISION SYSTEMS, INC., a Delaware corporation whose principal
executive offices are located at 2025 East Beltline, Ave., S.E., Suite 400,
Grand Rapids, Michigan 49548 ("Optionor") and James N. Lane, ("Optionee"), an
individual with an address of 85 Rosebrook road, New Canaan, CT 06840, hereby
agree as of the 30th day of September, 1996 as follows:
W I T N E S S E T H :
WHEREAS, Optionee acknowledges that the shares of Optionor subject to this Stock
Option Agreement ("Agreement") are restricted shares under the federal and state
securities laws, and any resales of shares are subject to such federal and state
securities laws;
WHEREAS, the option price of $1.25 was set on September 5, 1996, the date on
which this agreement was reached in principal;
WHEREAS, Optionor desires to grant an option to Optionee to acquire a stated
amount of Optionor's shares, but said Option is subject to restrictions as
imposed herein:
Now, Therefore, in consideration of Optionee's services and of
the mutual covenants and promises contained herein, Optionor and Optionee hereby
agree as follows:
1. Optionee is entitled to purchase from Optionor, up to 291,667 fully paid and
non-assessable shares of Common Stock of Optionor, $.001 par value per share
(hereinafter called "Capital Stock"), at the price of $1.25 per share for a
period ending on December 21, 1998, subject, however, to the provisions and upon
the terms and conditions hereinafter set forth. The rights granted pursuant to
this paragraph shall hereinafter be referred to as the "Option". The Option
granted hereunder shall not be an incentive stock option, as defined in Section
422A of the Internal Revenue Code.
2. The Option and all rights granted hereunder shall expire at midnight,
Phoenix, Arizona time, December 21, 1998.
3. The Option may be exercised by the Optionee hereof, in whole or in part (but
not for fractional shares of Capital Stock) by delivery of notice in writing at
the office of Optionor (or such other office or agency as Optionor may designate
by notice in writing to the Optionee at the address of such Optionee appearing
at the top of this Agreement at any time within the period above named) and upon
payment to Optionor by certified check or cashier's cheek of the purchase price
for such shares. In the event of any exercise of the rights represented by this
Option, certificates for the shares of Capital Stock so purchased shall be
delivered to the Optionee hereof within thirty (30) days after the rights
represented by this Option shall have been so exercised.
4. The above provisions are, however, subject to the following:
(A) In case Optionor shall declare any dividend or other distribution
upon its outstanding Capital Stock payable in Capital Stock or shall subdivide
its outstanding shares of Capital Stock into
54
<PAGE>
a greater number of shares, then the number of shares of Capital Stock which may
thereafter be purchased upon the exercise of the rights represented hereby shall
be increased in proportion to the increase through such dividend or subdivision
and the purchase price per share shall be decreased in such proportion. In case
Optionor shall at any time combine the outstanding shares of its Capital Stock
into a smaller number of shares, then the number of shares of Capital stock
which may thereafter be purchased upon the exercise of the rights represented
hereby shall be decreased in proportion to the decrease through such combination
and the purchase price per share shall be increased in such proportion.
Notwithstanding the foregoing, nothing herein shall cause the number of shares
of Capital Stock which may be purchased upon exercise of the rights represented
hereby to be adjusted in the event that the number of shares of Capital Stock
outstanding of Optionor are increased through the issuance of shares in exchange
for new consideration or the conversion of securities convertible into shares of
Capital Stock of Optionor.
(B)(i) If any capital reorganization or reclassification of the Capital Stock
of Optionor, or consolidation or merger of Optionor with another corporation, or
the sale of all or substantially all of its assets to another corporation shall
be effected, then, as a condition of such reorganization, reclassification,
consolidation, merger or sale, lawful and adequate provision shall be made by
Optionor whereby Optionee shall thereafter have the right to purchase and
receive from Optionor upon the basis and upon the terms and conditions specified
in this Option and in lieu of the shares of the Capital Stock of Optionor
immediately theretofore purchasable and receivable upon the exercise of the
rights represented hereby, such shares of stock, securities or assets as may be
issued or such shares of stock, securities or assets as may be issued or payable
with respect to or in exchange for a number of outstanding shares of such
Capital Stock equal to the number of shares of such Capital Stock immediately
theretofore purchasable and receivable upon the exercise of the rights
represented hereby had such reorganization, reclassification, consolidation,
merger or sale not taken place and in any such case appropriate provision shall
be made with respect to the rights and interests of the Optionee to the end that
the provisions hereof (including, without limitation, provisions for adjustment
of the purchase price per share and of the number of shares purchasable upon the
exercise of this Option) shall thereafter be applicable as nearly as may be in
relation to any shares of stock, securities or assets thereafter deliverable
upon the exercise hereof. Any such shares of stock, securities or assets which
the Optionee hereof may be entitled to purchase pursuant to this paragraph (B)
shall be included within the term "Capital Stock" as used herein.
(B)(ii) Notwithstanding the foregoing, in the event of a transaction
described in subsection (B)(i) hereof entered into for the primary purpose of
changing the state of jurisdiction of incorporation, the sole right of Optionee
hereunder shall be to receive the equivalent rights under this Stock Option
Agreement with respect to the securities of the surviving entity.
(C) Upon any adjustment of the number shares of Capital Stock which may be
purchased upon the exercise of the rights represented hereby and/or of the
purchase price per share, then and in each such case the Optionor shall give
written notice thereof, by first class mail, postage prepaid, addressed to the
Optionee at the address of such Optionee as shown herein, which notice shall
state the purchase price per share resulting from such adjustment and the
increase or decrease, if any, in the number of shares purchasable at such price
upon the exercise of this Option, setting forth in reasonable detail the method
of calculation and the facts upon which such calculation is based.
55
<PAGE>
5. Optionee represents that this Option is being acquired with no present
intention of selling or distributing any Capital Stock received upon the
exercise hereof unless registered under federal and applicable state laws or
pursuant to exemptions from such registration.
6. Neither this Option, nor the shares to be acquired hereunder, have been
registered under the Securities Act of 1933, as amended (the "Act") or the laws
of any other jurisdiction, and neither this Option nor the shares to be acquired
hereunder may be offered, sold, transferred, pledged, hypothecated or otherwise
disposed of unless so registered, or unless an exemption from registration is
available pursuant to applicable law.
The sale, assignment or other disposition of this Option and the shares
to be acquired hereunder are further restricted by Rule 144, promulgated by the
Securities and Exchange Commission.
The Optionee accepts and receives such securities without a view to the
distribution of same.
Before any transfer in connection with the resale of this Option, or
sale of the shares issuable to be acquired hereunder, written approval must
first be obtained from counsel for the Optionor, and such approval will be based
upon compliance with the requirements of the Act and appropriate state law.
7. This Option shall be construed in accordance with the laws of the State
of Arizona.
8. Optionee warrants and acknowledges that:
(A) Optionee has received and carefully reviewed the Articles of
Incorporation of Optionor, and at or prior to the exercise of this Option will
have the knowledge and understanding of the fundamental aspects of the
investment and its risks, and will have relied solely on his own independent
investigation and his independent advisors, and will not have relied upon any
other written materials or oral representations.
(B) Optionee has had (and will continue to have) an opportunity to obtain all
information which may be related to the exercise of this Option and the rights
hereunder so as to make a reasonable investment decision with regards to the
exercise of this Option.
(C) Optionee has been informed by Optionor that neither the Option nor the
shares issuable thereunder have been registered under the Act or the securities
laws of any other State, and may not be offered, sold or transferred in the
absence of such registration or an opinion of counsel for the Company that an
exemption from registration is available.
(D) Optionee is entering into this Option Agreement and will acquire the
shares issuable pursuant hereto for his/her own investment, not on behalf of
others, and not with a view to resell or otherwise distribute the Capital Stock,
will not sell or otherwise distribute the Capital Stock without registration
under the Act or other applicable State securities laws or exemptions therefrom.
56
<PAGE>
(E) The Optionee understands that Optionor will permit the transfer of the
Capital Stock only if, in the opinion of Optionor's counsel neither the sale nor
the proposed transfer of such Capital Stock will result in a violation of any
applicable securities law, rule or regulation.
(F) Optionee has been informed by Optionor and agrees that (i) stock transfer
notations may be made on the stock transfer records of Optionor with respect to
the shares related to this Agreement, and (ii) that a legend will be placed on
any certificate or other document evidencing ownership of the Capital Stock
regarding the restrictions on transfer and sale of the Capital Stock.
(G) Optionee represents that its financial condition is presently adequate to
justify this investment, it, either alone or with its personal representatives,
has sufficient knowledge and experience in investment and business matters in
order to evaluate this investment and it is aware of the risks involved in any
enterprises such as the Optionor.
9. The Optionee shall not be deemed for any purposes to be a shareholder of the
Optionor with respect to any of the optioned shares except to the extent that
the Option herein granted shall have been exercised with respect thereto and a
stock certificate issued therefor.
10. As a condition of the granting of the Option herein granted, the Optionee
agrees, for himself and his personal representatives, that any disputes or
disagreements which may arise under or as a result of or pursuant to this
Agreement shall be determined by the Board of Directors of the Optionor in its
sole discretion, and that any interpretation by the Board of the terms of this
Agreement shall be final, binding and conclusive.
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed as of
the date first above written.
OPTIONOR OPTIONEE
INTELLIGENT DECISION SYSTEMS, INC. JAMES N. LANE
By:/s/ Mark A. Babin /s/ James N. Lane
Its: President
57
<PAGE>
INTELLIGENT DECISION SYSTEMS, INC.
STOCK OPTION AGREEMENT
EXERCISE FORM
I desire to exercise my vested Options to purchase __________ shares of Common
Stock at _____________ per share, for a total purchase price of
$_______________, pursuant to my Non-Statutory Stock Option Agreement dated
_________, _______.
Enclosed is payment in full by [ ] cash [ ] cashier's check [ ] bank draft [ ]
money order [ ] other (describe) ______________.
I intend to hold the shares for Investment for my own account and will sell or
transfer them only in full compliance with applicable federal and state
securities laws.
I have, or have been given access to, all information necessary for me to make
an informed decision as to the advisability of investing in the Company's stock,
and I have the skill and experience necessary to make such decision.
Dated:____________, _____. Signature: _____________________________
Print full name: __________________________
Social Security No.: ______________________
58
INTELLIGENT DECISION SYSTEMS, INC.
FORM S-8
REGISTRATION STATEMENT
Exhibit No. 4.10
Lane Option Agreement
59
<PAGE>
NON-STATUTORY STOCK OPTION AGREEMENT
INTELLIGENT DECISION SYSTEMS, INC., a Delaware corporation whose principal
executive offices are located at 2025 East Beltline, Ave., S.E., Suite 400,
Grand Rapids, Michigan 49548 ("Optionor") and James N. Lane, ("Optionee"), an
individual with an address of 85 Rosebrook road, New Canaan, CT 06840, hereby
agree as of the 30th day of September, 1996 as follows:
W I T N E S S E T H :
WHEREAS, Optionee acknowledges that the shares of Optionor subject to this Stock
Option Agreement ("Agreement") are restricted shares under the federal and state
securities laws, and any resales of shares are subject to such federal and state
securities laws;
WHEREAS, the option price of $1.25 was set on September 5, 1996, the date on
which this agreement was reached in principal;
WHEREAS, Optionor desires to grant an option to Optionee to acquire a stated
amount of Optionor's shares, but said Option is subject to restrictions as
imposed herein:
Now, Therefore, in consideration of Optionee's services and of
the mutual covenants and promises contained herein, Optionor and Optionee hereby
agree as follows:
1. Optionee is entitled to purchase from Optionor, up to 325,000 fully paid and
non-assessable shares of Common Stock of Optionor, $.001 par value per share
(hereinafter called "Capital Stock"), at the price of $1.25 per share for a
period beginning on September 30, 1997 and ending on September 29, 2001,
subject, however, to the provisions and upon the terms and conditions
hereinafter set forth. The rights granted pursuant to this paragraph shall
hereinafter be referred to as the "Option". The Option granted hereunder shall
not be an incentive stock option, as defined in Section 422A of the Internal
Revenue Code.
2. The Option and all rights granted hereunder shall be fully vested and become
first exercisable on September 30, 1997 and expire at midnight, Phoenix, Arizona
time, September 29, 2001.
3. The Option may be exercised by the Optionee hereof, in whole or in part (but
not for fractional shares of Capital Stock) by delivery of notice in writing at
the office of Optionor (or such other office or agency as Optionor may designate
by notice in writing to the Optionee at the address of such Optionee appearing
at the top of this Agreement at any time within the period above named) and upon
payment to Optionor by certified check or cashier's cheek of the purchase price
for such shares. In the event of any exercise of the rights represented by this
Option, certificates for the shares of Capital Stock so purchased shall be
delivered to the Optionee hereof within thirty (30) days after the rights
represented by this Option shall have been so exercised.
4. The above provisions are, however, subject to the following:
60
<PAGE>
(A) In case Optionor shall declare any dividend or other distribution
upon its outstanding Capital Stock payable in Capital Stock or shall subdivide
its outstanding shares of Capital Stock into a greater number of shares, then
the number of shares of Capital Stock which may thereafter be purchased upon the
exercise of the rights represented hereby shall be increased in proportion to
the increase through such dividend or subdivision and the purchase price per
share shall be decreased in such proportion. In case Optionor shall at any time
combine the outstanding shares of its Capital Stock into a smaller number of
shares, then the number of shares of Capital stock which may thereafter be
purchased upon the exercise of the rights represented hereby shall be decreased
in proportion to the decrease through such combination and the purchase price
per share shall be increased in such proportion. Notwithstanding the foregoing,
nothing herein shall cause the number of shares of Capital Stock which may be
purchased upon exercise of the rights represented hereby to be adjusted in the
event that the number of shares of Capital Stock outstanding of Optionor are
increased through the issuance of shares in exchange for new consideration or
the conversion of securities convertible into shares of Capital Stock of
Optionor.
(B)(i) If any capital reorganization or reclassification of the Capital Stock
of Optionor, or consolidation or merger of Optionor with another corporation, or
the sale of all or substantially all of its assets to another corporation shall
be effected, then, as a condition of such reorganization, reclassification,
consolidation, merger or sale, lawful and adequate provision shall be made by
Optionor whereby Optionee shall thereafter have the right to purchase and
receive from Optionor upon the basis and upon the terms and conditions specified
in this Option and in lieu of the shares of the Capital Stock of Optionor
immediately theretofore purchasable and receivable upon the exercise of the
rights represented hereby, such shares of stock, securities or assets as may be
issued or such shares of stock, securities or assets as may be issued or payable
with respect to or in exchange for a number of outstanding shares of such
Capital Stock equal to the number of shares of such Capital Stock immediately
theretofore purchasable and receivable upon the exercise of the rights
represented hereby had such reorganization, reclassification, consolidation,
merger or sale not taken place and in any such case appropriate provision shall
be made with respect to the rights and interests of the Optionee to the end that
the provisions hereof (including, without limitation, provisions for adjustment
of the purchase price per share and of the number of shares purchasable upon the
exercise of this Option) shall thereafter be applicable as nearly as may be in
relation to any shares of stock, securities or assets thereafter deliverable
upon the exercise hereof. Any such shares of stock, securities or assets which
the Optionee hereof may be entitled to purchase pursuant to this paragraph (B)
shall be included within the term "Capital Stock" as used herein.
(B)(ii) Notwithstanding the foregoing, in the event of a transaction
described in subsection (B)(i) hereof entered into for the primary purpose of
changing the state of jurisdiction of incorporation, the sole right of Optionee
hereunder shall be to receive the equivalent rights under this Stock Option
Agreement with respect to the securities of the surviving entity.
(C) Upon any adjustment of the number shares of Capital Stock which may be
purchased upon the exercise of the rights represented hereby and/or of the
purchase price per share, then and in each such case the Optionor shall give
written notice thereof, by first class mail, postage prepaid, addressed to the
Optionee at the address of such Optionee as shown herein, which notice shall
state the purchase price per share resulting from such adjustment and the
increase or decrease, if any, in
61
<PAGE>
the number of shares purchasable at such price upon the exercise of this Option,
setting forth in reasonable detail the method of calculation and the facts upon
which such calculation is based.
5. Optionee represents that this Option is being acquired with no present
intention of selling or distributing any Capital Stock received upon the
exercise hereof unless registered under federal and applicable state laws or
pursuant to exemptions from such registration.
6. Neither this Option, nor the shares to be acquired hereunder, have been
registered under the Securities Act of 1933, as amended (the "Act") or the laws
of any other jurisdiction, and neither this Option nor the shares to be acquired
hereunder may be offered, sold, transferred, pledged, hypothecated or otherwise
disposed of unless so registered, or unless an exemption from registration is
available pursuant to applicable law.
The sale, assignment or other disposition of this Option and the shares
to be acquired hereunder are further restricted by Rule 144, promulgated by the
Securities and Exchange Commission.
The Optionee accepts and receives such securities without a view to the
distribution of same.
Before any transfer in connection with the resale of this Option, or
sale of the shares issuable to be acquired hereunder, written approval must
first be obtained from counsel for the Optionor, and such approval will be based
upon compliance with the requirements of the Act and appropriate state law.
7. This Option shall be construed in accordance with the laws of the State
of Arizona.
8. Optionee warrants and acknowledges that:
(A) Optionee has received and carefully reviewed the Articles of
Incorporation of Optionor, and at or prior to the exercise of this Option will
have the knowledge and understanding of the fundamental aspects of the
investment and its risks, and will have relied solely on his own independent
investigation and his independent advisors, and will not have relied upon any
other written materials or oral representations.
(B) Optionee has had (and will continue to have) an opportunity to obtain all
information which may be related to the exercise of this Option and the rights
hereunder so as to make a reasonable investment decision with regards to the
exercise of this Option.
(C) Optionee has been informed by Optionor that neither the Option nor the
shares issuable thereunder have been registered under the Act or the securities
laws of any other State, and may not be offered, sold or transferred in the
absence of such registration or an opinion of counsel for the Company that an
exemption from registration is available.
(D) Optionee is entering into this Option Agreement and will acquire the
shares issuable pursuant hereto for his/her own investment, not on behalf of
others, and not with a view to resell or otherwise
62
<PAGE>
distribute the Capital Stock, will not sell or otherwise distribute the Capital
Stock without registration under the Act or other applicable State securities
laws or exemptions therefrom.
(E) The Optionee understands that Optionor will permit the transfer of the
Capital Stock only if, in the opinion of Optionor's counsel neither the sale nor
the proposed transfer of such Capital Stock will result in a violation of any
applicable securities law, rule or regulation.
(F) Optionee has been informed by Optionor and agrees that (i) stock transfer
notations may be made on the stock transfer records of Optionor with respect to
the shares related to this Agreement, and (ii) that a legend will be placed on
any certificate or other document evidencing ownership of the Capital Stock
regarding the restrictions on transfer and sale of the Capital Stock.
(G) Optionee represents that its financial condition is presently adequate to
justify this investment, it, either alone or with its personal representatives,
has sufficient knowledge and experience in investment and business matters in
order to evaluate this investment and it is aware of the risks involved in any
enterprises such as the Optionor.
9. The Optionee shall not be deemed for any purposes to be a shareholder of the
Optionor with respect to any of the optioned shares except to the extent that
the Option herein granted shall have been exercised with respect thereto and a
stock certificate issued therefor.
10. As a condition of the granting of the Option herein granted, the Optionee
agrees, for himself and his personal representatives, that any disputes or
disagreements which may arise under or as a result of or pursuant to this
Agreement shall be determined by the Board of Directors of the Optionor in its
sole discretion, and that any interpretation by the Board of the terms of this
Agreement shall be final, binding and conclusive.
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed as of
the date first above written.
OPTIONOR OPTIONEE
INTELLIGENT DECISION SYSTEMS, INC. JAMES N. LANE
By:/s/ Mark A. Babin /s/ James N. Lane
Its: President
63
<PAGE>
INTELLIGENT DECISION SYSTEMS, INC.
STOCK OPTION AGREEMENT
EXERCISE FORM
I desire to exercise my vested Options to purchase __________ shares of Common
Stock at _____________ per share, for a total purchase price of
$_______________, pursuant to my Non-Statutory Stock Option Agreement dated
_________, _______.
Enclosed is payment in full by [ ] cash [ ] cashier's check [ ] bank draft [ ]
money order [ ] other (describe) ______________.
I intend to hold the shares for Investment for my own account and will sell or
transfer them only in full compliance with applicable federal and state
securities laws.
I have, or have been given access to, all information necessary for me to make
an informed decision as to the advisability of investing in the Company's stock,
and I have the skill and experience necessary to make such decision.
Dated:____________, _____. Signature: _____________________________
Print full name: __________________________
Social Security No.: ______________________
64
INTELLIGENT DECISION SYSTEMS, INC.
FORM S-8
REGISTRATION STATEMENT
Exhibit No. 5.1
Consent and Legal Opinion of Snell & Wilmer L.L.P.
65
<PAGE>
Snell & Wilmer L.L.P.
One Arizona Center
Phoenix, Arizona 85004-0001
January 22, 1997
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Intelligent Decision Systems, Inc. Consulting Agreement
Ladies and Gentlemen:
We have acted as counsel to Intelligent Decision Systems, Inc., a
Delaware corporation (the "Company"), in connection with its Registration
Statement on Form S-8 (the "Registration Statement") filed under the Securities
Act of 1933, relating to the registration of 1,950,000 shares of its Common
Stock, $.001 par value (the "Shares"), issuable pursuant to that certain
Consulting Agreement, dated September 30, 1996, by and among the Company, R.
Wayne Fritzsche, Anthony Kamin, and James N. Lane (the "Agreement") and related
Non-Statutory Stock Option Agreements (the "Option Agreements").
In that connection, we have examined such documentation, corporate
records, and other instruments as we have deemed necessary or appropriate for
purposes of this opinion, including the Certificate of Incorporation and Bylaws
of the Company.
Based upon the foregoing, we are of the opinion that:
1. The Company has been duly organized and is validly existing as
a corporation under the laws of the State of Delaware.
2. The Shares, when issued and sold in accordance with the terms
of the Agreement and the Option Agreements, will be validly
issued, fully paid, and nonassessable.
This opinion is limited to the General Corporation Law of the State of
Delaware, and we express no opinion with respect to the laws of any other
jurisdiction.
We hereby consent to the use of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
/s/ Snell & Wilmer L.L.P
SNELL & WILMER L.L.P.
66
INTELLIGENT DECISION SYSTEMS, INC.
FORM S-8
REGISTRATION STATEMENT
Exhibit No. 23.1
Consent of Wilber & Townshend, independent accountants
67
<PAGE>
WILBER &
TOWNSHEND
A Professional Corporation 615 Baldwin Street
Certified Public Accountants Jenson, MI 49428
PH: 615-457-4880
FX: 615-457-1114
CONSENT OF INDEPENDENT AUDITORS
We hereby consent to the incorporation by reference in this
Registration Statement on Form S-8, to be filed by Intelligent Decision Systems,
Inc. of our auditors' report dated September 19, 1996 accompanying the financial
statements of Intelligent Decision Systems, Inc. (formerly, Resource Finance
Group, Ltd.), as of June 30, 1996 and 1995 which appears in the company's annual
Report on Form 10-KSB for the year ended June 30, 1996.
/s/ Wilber & Townshend
Jenison, MI
January 22, 1997
Member: American Institute of Certified Public Accountants
Michigan Association of Certified Public Accountants
68
