<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
CORE, INC.
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(Exact name of registrant as specified in its charter)
Massachusetts 04-2828817
----------------------- ------------------
(State or other jurisdiction (I.R.S. employer
of incorporation or organization) identification number)
18881 Von Karman Avenue, Suite 1750, Irvine, CA 92715
----------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
CORE, INC. 1991 STOCK OPTION PLAN, AS AMENDED
CORE MANAGEMENT, INC. EMPLOYEE STOCK OPTION PLAN
AND OTHER STOCK OPTIONS
----------------------------------------------------------------
(Full title of the plans)
George C. Carpenter IV
Chairman of the Board and Chief Executive Officer
CORE, INC.
18881 Von Karman Avenue, Suite 1750
Irvine, California 92715
--------------------------------------
(Name and address of agent for service)
(714) 442-2100
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(Telephone number, including area code, of agent for service)
_______________
Copies of communications to:
Stephen M. Kane, Esq.
Rich, May, Bilodeau & Flaherty, P.C.
294 Washington Street
Boston, Massachusetts 02108
(617) 482-1360
_______________
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Proposed
maximum Proposed
offering maximum
Amount to price aggregated Amount of
Title of Securities be per offering registration
to be registered registered share (1) price (1) fee
- --------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, par 216,759 $0.11 to $871,652.25 $264.14
value $0.10 per share $7.46
- --------------------------------------------------------------------------------
</TABLE>
(1) Estimated solely for the purpose of determining the registration fee
pursuant to Rule 457(h) based on the price at which the options for the
shares registered hereby may be exercised.
*THIS REGISTRATION STATEMENT SHALL BECOME EFFECTIVE IMMEDIATELY UPON FILING WITH
THE SECURITIES AND EXCHANGE COMMISSION IN ACCORDANCE WITH RULES 456 AND 462
PROMULGATED UNDER THE SECURITIES ACT OF 1933.*
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION
10(A) PROSPECTUS
ITEM 1. PLAN INFORMATION.
ITEM 2. REGISTRATION INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.
Pursuant to Rule 428 promulgated under Section 10(a) of the Securities Act
of 1933, as amended, the following documents are incorporated herein by
reference and constitute a Prospectus meeting the requirements of Section 10(a)
of said Act:
1. CORE, INC. 1991 Stock Option Plan, as amended and restated.
2. CORE Management, Inc. Employee Stock Option Plan
3. Disclosure Document, dated October 1996
This Registration Statement on Form S-8 covers 95,711 shares of the
Company's Common Stock issued or issuable under options assumed by the Company
in connection with its March 1995 merger involving Core Management, Inc.; and
118,100 shares of the Company's Common Stock issuable under options granted in
December 1993, March 1995, April 1995 to consultants of the Company and to
directors of the Company (who have subsequently resigned); and 2948 shares of
the Company's Common Stock issuable under options granted in December 1995 to
employees.
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<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents filed with the Securities and Exchange Commission
are incorporated herein by reference:
(a) The Company's latest annual report filed pursuant to Section 13(a) or 15(d)
of the Securities Exchange Act of 1934, as amended (the "Exchange Act"),
and the latest prospectus filed by the Company pursuant to Rule 424(b)
under the Securities Act of 1933, as amended (the "Securities Act"), that
contains audited financial statements for the Company's latest fiscal year
for which such statements have been filed;
(b) All other reports filed pursuant to Sections 13(a) or 15(d) of the Exchange
Act since the end of the fiscal year covered by the registrant document
referred to in (a) above; and
(c) The description of the Company's Common Stock, par value $0.10, contained
in the Company's Registration Statement filed under Section 12 of the
Exchange Act, including any amendment or report filed for the purpose of
updating such description.
In addition, all documents subsequently filed by the Company pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of
a post-effective amendment to this Registration Statement on Form S-8 which
indicates that all securities offered have been sold or which deregisters all
securities then remaining unsold, shall be deemed to be incorporated by
reference into this Registration Statement and to be a part hereof from the date
of the filing of such documents.
ITEM 4. DESCRIPTION OF SECURITIES.
The Company's Common Stock, par value $0.10 per share, is registered under
Section 12 of the Exchange Act.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
The validity of the securities offered hereby will be passed upon for the
Company by Rich, May, Bilodeau & Flaherty, P.C., 294 Washington Street, Boston,
Massachusetts 02108. Neither Rich, May, Bilodeau & Flaherty, P.C. nor any
member of such firm had, or is to receive in connection with the offering, a
substantial interest, direct or indirect, in the Company or its subsidiary.
Stephen M. Kane, Esq., a member of such firm, is the Assistant Clerk of the
Company.
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<PAGE>
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Company's Articles of Organization, as amended, contain provisions
limiting the liability of directors to the fullest extent permitted by
Massachusetts law as currently or hereinafter in effect. Massachusetts law
currently permits the elimination of personal liability of a director for
monetary damages for breach of fiduciary duty as a director notwithstanding any
provision of law imposing such liability, except for (i) breach of the
director's duty of loyalty to the corporation or its stockholders, (ii) acts or
omissions not in good faith or which involve intentional misconduct or a knowing
violation of law, (iii) unauthorized distributions to stockholders or loans to
insiders, or (iv) any transaction from which the director derived an improper
personal benefit.
The Company's Articles of Organization also provide for the indemnification
of officers and directors of the Company, to the extent legally permissible,
against all liabilities and expenses (including judgments, fines, penalties and
attorneys' fees and, under certain circumstances, all amounts paid in compromise
and settlement) reasonably incurred by such officer or director in connection
with any action, suit or proceeding in which any such director or officer is a
defendant or with which he or she may be threatened or otherwise involved, by
reason of his or her being or having been a director or officer of the Company,
except in relation to matters as to which such director or officer shall be
finally adjudged, other than by consent, in such action, suit or proceeding not
to have acted in the best interests of the corporation.
The Company has entered into separate indemnification agreements with each
of its directors and executive officers providing for indemnification of such
persons to the extent permitted by law.
Additionally, the Company has purchased a directors and officers insurance
policy.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
The options of Company Common Stock referred to in this Registration
Statement on Form S-8 were not registered under the Securities Act, in reliance
on the exemption set forth in Section 4(2) of the Securities Act for
transactions by an issuer not involving any public offering. Such options are
subject to option agreements which include provisions stating that the optionee
must comply with applicable federal and state securities laws in connection with
the resale of any shares of Company Common Stock received upon exercise of the
option.
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<PAGE>
ITEM 8. EXHIBITS.
4.1 Restated Articles of Organization of the Company, dated November 22,
1991, as further amended by Articles of Amendment, dated March 24,
1995, and as further amended by Articles of Amendment, dated July 28,
1995, filed as Exhibit 3.1 to the Company's Quarterly Report on Form
10-Q, filed November 14, 1995, and incorporated herein by reference.
4.2 By-Laws of the Company, as amended, filed as Exhibit 3.2 to the
Company's Annual Report on Form 10-K, filed March 30, 1993, and
incorporated herein by reference.
4.3 Specimen of the Company's Common Stock Certificate, filed as Exhibit
4.1 to the Company's Annual Report on Form 10-K, filed April 1, 1996,
and incorporated herein by reference.
*4.3 Amended and Restated CORE, INC. 1991 Stock Option Plan.
4.4 Core Management, Inc. Employee Stock Option Plan. Filed as exhibit
no. 10.65 to the Company's Registration Statement on Form S-4
(Registration No. 33-73906), filed January 10, 1994, and incorporated
herein by reference.
4.5 Form of Stock Option Agreement for 4,875 shares, granted March 24,
1995 to non-employee directors, including schedule of optionees.
Filed as Exhibit No. 10.3 to Registrant's Quarterly Report on Form 10-
Q, filed November 14, 1995, and incorporated herein by reference.
4.6 Form of Stock Option Agreement, granted April 27, 1995, for consulting
and other services, including schedule of optionees. Filed as Exhibit
No. 10.5 to Registrant's Quarterly Report on Form 10-Q filed November
14, 1995, and incorporated herein by reference.
4.7 Amended and Restated Stock Option Agreement, dated as of December 29,
1993, between the Registrant and Cheryl L. Clarkson. Filed as exhibit
no. 10.46 to Company's Annual Report on Form 10-K, filed March 31,
1994 and incorporated herein by reference.
*4.8 Form of Stock Option Agreement granted December 8, 1995, for services
rendered, including schedule of optionees.
*5.1 Opinion of Rich, May, Bilodeau & Flaherty, P.C.
*23.1 Consent of Ernst & Young LLP.
*23.2 Consent of Rich, May, Bilodeau & Flaherty, P.C. (contained in the
opinion filed as Exhibit 5.1 hereto).
___________________
*filed herewith
-5-
<PAGE>
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; 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;
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be
deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof; and
(3) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the
termination of the offering.
The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's Annual Report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in this Registration Statement shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Securities Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.
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<PAGE>
SIGNATURES
The Registrant. Pursuant to the requirements of the Securities Act of
1933, the Registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Irvine, California, on this 21st day of October,
1996.
CORE, INC.
By:/s/George C. Carpenter IV
----------------------------------
George C. Carpenter IV
Chairman of the Board and
Chief Executive Officer
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 date indicated.
/s/ George C. Carpenter IV Chairman of the Board of October 21, 1996
- ------------------------------ Directors and Chief Executive
George C. Carpenter IV Officer
/s/William E. Nixon Chief Financial Officer, October 21, 1996
- ------------------------------ Treasurer, and Executive
William E. Nixon Vice President
/s/ Craig C. Horton President and Director October 21, 1996
- ------------------------------
Craig C. Horton
/s/ Leslie Alexandre Director October 21, 1996
- ------------------------------
Leslie Alexandre
/s/ Stephen C. Caulfield Director October 21, 1996
- ------------------------------
Stephen C. Caulfield
/s/ Richard H. Egdahl, M.D. Director October 21, 1996
- -----------------------------
Richard H. Egdahl, M.D.
/s/ John Pappajohn Director October 21, 1996
- -----------------------------
John Pappajohn
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<PAGE>
EXHIBIT 4.3
CORE, INC.
AMENDED AND RESTATED
1991 STOCK OPTION PLAN
WHEREAS, CORE, INC., a Massachusetts corporation then known as Peer Review
Analysis, Inc. (the "Company"), established a Stock Option Plan on May 20, 1991
(as amended, the "Plan");
WHEREAS, the Plan has been amended on September 24, 1992, March 23, 1995
and October 21, 1996;
WHEREAS, the Company desires to amend and restate the Plan to incorporate
into the Plan all amendments the Plan;
NOW, THEREFORE, the Plan is amended and restated to read as follows:
1. Purpose of the Plan. The Company wishes to advance its interests
-------------------
by encouraging and enabling eligible employees of the Company and other persons
affiliated with the Company to acquire stock in the Company, and believes that
the granting of stock options, including both "Incentive Stock Options" and
"non-ISOs" will stimulate the efforts of such persons, strengthen their desire
to remain with the Company, provide them with a more direct interest in its
welfare and assure a closer identification between them and the Company. In
order to provide for the granting of stock options over a longer period of time,
the Company has adopted this 1991 Stock Option Plan in furtherance of its
objectives with respect to its employees and other persons affiliated with the
Company. As used herein, an "Incentive Stock Option" shall mean an option
described in Section 422 of the Internal Revenue Code of 1986, as amended (the
"Code"); and, a "non-ISO" shall mean an option (i) in which the fair market
value of the stock which may be acquired upon exercise of such option exceeds
the limitation for Incentive Stock Options set forth in Section 6 hereof, (ii)
which for some other reason does not satisfy the requirements of the Code
applicable to Incentive Stock Options; or (iii) which was granted after December
31, 1986, and contains terms that provide that it will not be treated as an
Incentive Stock Option. As used herein, "Stock Options" shall include both
Incentive Stock Options and non-ISOs.
<PAGE>
2. Amount of Stock Subject to the Plan. The total number of shares
-----------------------------------
of Common Stock, par value $0.10 per share, of the Company which may be sold
pursuant to Stock Options granted under the Plan shall not exceed 1,200,000
shares. The shares sold under the Plan may be either authorized and unissued
shares or issued shares reacquired by the Company. In the event that any Stock
Options granted under the Plan shall terminate or expire for any reason without
having been exercised in full, the shares not purchased under such Stock Options
shall be again available for Stock Options which may be granted pursuant to the
Plan.
3. Administration. The Plan shall be administered by the Board of
--------------
Directors of the Company (the "Board"). The Board shall have the authority, in
its discretion, to grant an Incentive Stock Option to any eligible employee and
a non-ISO to any person. All Stock Options shall be evidenced by written
instruments (which need not be uniform).
The Board shall have authority in its discretion to determine the
individuals to whom Stock Options shall be granted, the times when they shall
receive them, the option price of each Stock Option, the period during which and
terms and conditions under which each Stock Option may be exercised, and the
number of shares to be subject to each Stock Option.
The Board shall also have authority to construe the respective Stock
Options and the Plan, to prescribe, amend and rescind rules and regulations
relating to the Plan, to determine the terms and provisions not specified in or
incorporated with the Plan to be included in the respective Stock Options (which
need not be uniform) and to make all other determinations necessary or advisable
for administering the Plan. The Board may correct any defect or supply any
omission or reconcile any inconsistency in the Plan or in any Stock Option in
the manner and to the extent that it shall deem expedient to carry into effect,
and it shall be the sole and final judge of such expediency. All actions or
determinations of the Board shall be by majority vote of its members and the
determination of the Board on the matters referred to in this section shall be
conclusive.
The Board may delegate any or all of its duties and responsibilities
under this Plan to the Compensation Committee of the Board. Effective August 15,
1996, there is no requirement that the Compensation Committee be a
"disinterested committee" as described in the First Amendment to the Plan.
2
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Notwithstanding the foregoing, the Board's authority as set forth in
this Section 3 with respect to matters involving Incentive Stock Options is
subject to the express provisions and limitations of this Plan and subject to
Section 422 of the Code.
4. Eligibility & Grants to Non-Employee Directors. (a) Eligibility.
---------------------------------------------- -----------
Only employees of the Company shall be eligible to receive Incentive Stock
Options hereunder. A director of the Company who is not also an employee of the
Company shall not be eligible to receive Incentive Stock Options hereunder.
Employees, directors, consultants and other persons affiliated with the Company
are eligible to receive non-ISO's hereunder.
(b) Grants to Non-Employee Directors. Subject to stockholder
--------------------------------
approval (which was obtained on October 21, 1996), effective November 2, 1995
(the "Effective Date"), the objective formula pursuant to which non-employee
directors are granted options under the Plan ("Formula Grant Options") shall be
amended so that Formula Grant Options for such directors shall be equal to
options for 36,000 shares to vest quarterly over three years. Each non-employee
director serving on the Effective Date shall be granted an option coterminous
with his or her then existing Formula Grant Option to reflect the increase in
(i) the number of shares underlying the amended Formula Grant Options, and (ii)
quarterly vesting of such Formula Grant Options from 1,625 shares per quarter
(19,500 over three years) to 3,000 shares per quarter (36,000 over three years).
On and after August 15, 1996, in addition to Formula Grant Options,
non-employee directors of the Company, at the discretion of the Board of
Directors of the Company or, if applicable, the Compensation Committee of the
Board, shall be eligible to receive other grants of options under this Plan or
outside of this Plan.
(c) Miscellaneous. Effective on and after August 15, 1996, the Plan's
-------------
restrictions on (a) amending provisions related to Formula Grant Options more
than once every six months, and (b) disposing of the Common Stock issuable
pursuant to Stock Options only after allowing six months to pass after such
Common Stock is issued shall be deleted and of no further effect.
5. Restrictions on Incentive Stock Options. An Incentive Stock
---------------------------------------
Option shall not be granted to any employee, who, at the time the Incentive
Stock Option is granted, owns stock possessing more than ten percent (10%) of
the total combined voting power of all classes of stock of the Company or of its
parent or subsidiary corporation, provided, however, that the
3
<PAGE>
prohibition of granting Incentive Stock Options to employees owning more than
ten percent (10%) of the voting power of the Company or its parent or subsidiary
corporation shall not apply if at the time such Incentive Stock Option is
granted the price of Incentive Stock Option is at least 110% of the fair market
value of the stock subject to the Incentive Stock Option and such Incentive
Stock Option by its terms is not exercisable after the expiration of five (5)
years from the date such Incentive Stock Option is granted. For the purposes of
the preceding sentence, an individual is considered to own the stock directly or
indirectly by or for his brothers, sisters, spouse, ancestors and lineal
descendants.
Notwithstanding any provisions of this Plan, any Incentive Stock
Option granted hereunder shall contain all provisions required to be included in
the terms of an Incentive Stock Option under Section 422 of the Code.
6. Option Prices and Payment. The purchase price of Common Stock
-------------------------
provided under each Stock Option granted pursuant to the Plan shall be set by
the Board and in the case of Incentive Stock Options shall equal or exceed both
the fair market value of the stock on the date of the granting of the Incentive
Stock Option, as determined by the Board, and the par value per share of the
Common Stock. The purchase price (plus the amount of any applicable withholding
taxes) shall be paid in full upon each exercise of a Stock Option. The Board
may, in its discretion, provide that the purchase price of Common Stock provided
under either an Incentive Stock Option (granted pursuant to the Plan) or non-ISO
may be payable with stock of the Company; provided, however, that in any event
the purchase price of the Common Stock provided under each Incentive Stock
Option shall equal or exceed the fair market value of the stock on the date of
granting of the Incentive Stock Option, and such purchase price shall equal or
exceed the par value per share of the Common Stock.
The proceeds of the sale of stock subject to the Stock Options are to
be added to the general funds of the Company and used for its corporate
purposes.
As stated in Section 3, the Board may delegate any or all of its
duties and responsibilities to the Compensation Committee.
7. Period of Incentive Stock Options and Certain Limitations on to
---------------------------------------------------------------
Rights Exercise Incentive Stock Options. Each Incentive Stock Option shall
- ----------------------------------------
expire no later than ten (10) years from the date of grant of the Incentive
Stock Option; provided, however, that except
4
<PAGE>
as provided in Sections 9 and 10 hereof, no holder of an Incentive Stock Option
may exercise his Incentive Stock Option unless at the time of exercise he has
been continuously in the employ of the Company since the grant of the Incentive
Stock Option.
Incentive Stock Options granted hereunder may also include provisions
(which need not be uniform) designed to prevent violations of the Securities Act
of 1933, and the rules and regulations thereunder, upon the exercise of an
Incentive Stock Option or the sale or other disposition of the shares of Common
Stock purchased on exercise of an Incentive Stock Option.
No holder of any Incentive Stock Option or his or her legal
representatives, legatees or distributees, as the case may be, will be or will
be deemed to be a holder of any shares covered by the Incentive Stock Option
unless and until he or she has exercised the Incentive Stock Option as to such
shares, paid for such shares in full and received certificates representing such
shares.
8. Non-transferability of Incentive Stock Options. No Incentive
----------------------------------------------
Stock Option granted under the Plan shall be transferable otherwise than by will
or by the laws of descent and distribution, and an Incentive Stock Option may be
exercised during the lifetime of the employee to whom it is granted only by him
or her.
9. Termination of Employment. If the employment of an employee to
-------------------------
whom an Incentive Stock Option has been granted terminates for any reason other
than by death, the Incentive Stock Option holder may exercise his or her
Incentive Stock Option (to the extent he or she was entitled to do so at the
termination or employment) only at any time and from time to time within three
(3) months after such termination, but in no event after the expiration of his
Incentive Stock Option; provided, however, that if the employment of an employee
to whom an Incentive Stock Option has been granted terminates due to the
permanent and total disability of such employee, such employee may exercise his
or her Incentive Stock Option (to the extent he or she was entitled to do so at
the termination of his employment) only at any time and from time to time within
twelve (12) months after such termination, but in no event after the expiration
of his Incentive Stock Option. Incentive Stock Options granted under the Plan
shall not be affected by any change of employment so long as the holder
continues to be an employee of the Company. Nothing in the Plan or in any Stock
Option granted under it shall confer any
5
<PAGE>
right to continue in the employ of the Company or interfere in any way with the
right of the Company to terminate any employment at any time.
10. Death of Holder of Incentive Stock Option. In the event of the
-----------------------------------------
death of the holder of an Incentive Stock Option under the Plan while he or she
is employed by the Company or a subsidiary of the Company, the Incentive Stock
Option theretofore granted to him or her may be exercised (to the extent the
deceased was entitled to do so at the date of his or her death) at any time and
from time to time within a period of three (3) months after death by the person
or persons to whom the rights under said Incentive Stock Option shall pass by
will or the laws of descent and distribution, but in no event may such person or
persons exercise the Incentive Stock Option after its expiration.
11. Adjustments Upon Changes in Capitalization. Notwithstanding any
------------------------------------------
other provisions of the Plan, in the event of any change in the outstanding
Common Stock of the Company by reason of a stock dividend, recapitalization,
merger, consolidation, split-up, combination or exchange of shares, or the like,
the aggregate number and class of shares available under the Plan and the number
and class of shares subject to each outstanding Stock Option and the Stock
Option prices shall be appropriately adjusted by the Board, whose determination
shall be conclusive.
12. Amendment and Termination. Unless the Plan shall have been
-------------------------
terminated as hereinafter provided, the Plan shall terminate on May 20, 2001
(ten years from adoption) and no Stock Option under it shall be granted
thereafter. The Board at any time prior to that date may terminate the Plan, or
make such changes in it and additions or amendments to it as the Board shall
deem advisable; provided, however, that any change in or addition or amendment
to the Plan which shall (a) increase the aggregate number of shares of Common
Stock of the Company which may be issued and sold upon the exercise of Incentive
Stock Options granted pursuant to the Plan, or (b) reduce the minimum purchase
price per share of Common Stock purchasable under any Incentive Stock Option
granted pursuant to the Plan, shall be subject to approval by the stockholders
of the Company within twelve (12) months after its adoption or the same shall
become null and void.
6
<PAGE>
No termination or amendment of the Plan may, without the consent of
the holder of any Stock Option then outstanding, adversely affect the rights of
such holder under the Stock Option.
13. Effectiveness of the Plan. The Plan shall become effective upon
-------------------------
adoption thereof by the vote in person or by proxy of the holders of a majority
of the outstanding shares of Common Stock of the Company (which occurred on May
20, 1991) and shall remain effective until terminated as provided in Section 12
hereof.
Any Incentive Stock Option granted pursuant to the Plan prior to the
approval thereof by the stockholders of the Company shall be granted subject to
such approval, and if such approval is not obtained within one (1) year after
the date of grant, such Incentive Stock Option shall become null and void.
Any Incentive Stock Option granted pursuant to the Plan after the
adoption by the Board of any amendment to the Plan which is required by the
provisions of Section 12 above to be approved by the stockholders of the Company
and which could not have been granted but for such amendment shall, if granted
before such approval is obtained, be granted subject to the obtaining of such
approval, and if such approval is not obtained within one (1) year after the
adoption of such amendment by the Board, such Incentive Stock Option shall
become null and void.
14. Limitations on non-ISOs. At the discretion of the Board of
-----------------------
Directors, non-ISOs granted hereunder may contain some, all or none of the
limitations described in Sections 5, 7, 8, 9 and 10, or other limitations.
15. Intent and Interpretation. It is the intent of this Plan, as
-------------------------
amended and restated (a) to conform with the Section 16 Rules promulgated under
Section 16 of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), and (b) to amend and restate the Plan without affecting its Incentive
Stock Option status or its exempt status under Section 16(b) of the Exchange
Act. Accordingly, this Plan, as amended and restated shall be interpreted, to
the maximum extent possible, so that options granted under the Plan to directors
and officers of the Company shall be exempt from Section 16(b) of the Exchange
Act and that grants of Incentive Stock Options shall be issuable to eligible
persons under the Plan.
CORE, INC.
[Corporate Seal] By: /s/ George C. Carpenter IV
-----------------------------
George C. Carpenter IV
Chairman and Chief Executive
Officer
Dated: October 22, 1996
7
<PAGE>
EXHIBIT 4.8
THIS OPTION IS NOT, AND SHALL NOT BE TREATED AS AN
INCENTIVE STOCK OPTION, AS DEFINED IN SECTION 422A OF THE
INTERNAL REVENUE CODE OF 1986, AS AMENDED.
CORE, INC.
STOCK OPTION AGREEMENT
----------------------
THIS STOCK OPTION AGREEMENT is entered into by and between CORE, INC.,
formerly known as Peer Review Analysis, Inc., a Massachusetts corporation (the
"Company"), and __________ ("Optionee").
W I T N E S S E T H:
- - - - - - - - - -
WHEREAS, the Company and Optionee desire to enter into this Agreement
concerning the grant by the Company of Stock Options to Optionee;
NOW, THEREFORE, in consideration of the covenants herein set forth,
the parties agree as follows:
1. Shares; Price; Term.
-------------------
As of December 8, 1995 (the "Grant Date"), the Company grants Optionee
an option to purchase ____ shares of its Common Stock, par value $0.10 per share
(the "Option Shares"), at a price of $7.46 per share. This option shall
terminate entirely at the close of business on December 8, 2000 (the "Expiration
Date").
2. Vesting.
-------
The Option Shares shall be 20% exercisable at grant and an additional
20% of the Option Shares shall become exercisable at each annual anniversary of
the Grant Date. Accordingly, the Option Shares shall be exercisable according to
the following schedule:
<TABLE>
<CAPTION>
Number First Date Last Date
of Shares of Exercise of Exercise
---------- ----------------- ----------------
<S> <C> <C> <C>
536 20% December 8, 1995 December 8, 2000
536 20% December 8, 1996 December 8, 2000
536 20% December 8, 1997 December 8, 2000
536 20% December 8, 1998 December 8, 2000
536 20% December 8, 1999 December 8, 2000
--- -----
Total 2,680 100%
</TABLE>
<PAGE>
3. Exercise.
--------
Optionee may exercise this Stock Option from time to time as
hereinabove provided, by delivery to the Company, as to each such exercise, at
its principal office of (a) written notice of exercise of this Stock Option,
stating the number of shares then being purchased hereunder; (b) a check or cash
in the amount of the full purchase price of such shares; (c) a check or cash in
the amount of federal, state and local withholding taxes, if any, required to be
withheld and paid by the Company as a result of such exercise; and (d) such
other documents or instruments as may be required by any then applicable federal
or state laws or regulations, or regulatory agencies pertaining to this Stock
Option, any exercise thereof and/or any offer, issue, sale or purchase of any
shares covered by this Stock Option. Not less than one share may be purchased
at one time. After the Company shall have received all of the foregoing, the
Company shall proceed with reasonable promptness to issue the shares so
purchased upon such exercise of the Stock Option; provided, however, that
Optionee or any person or persons entitled to exercise this Option under Section
4 hereof shall not be or be deemed to be the record or beneficial owner of any
such shares purchased upon any exercise of this Stock Option until and unless
the stock certificate or certificates evidencing such shares actually shall have
been issued.
4. Death of Optionee; No Assignment.
--------------------------------
This Stock Option shall not be assignable or transferable except by
will or by the laws of descent and distribution and shall be exercisable during
Optionee's lifetime only by Optionee. If Optionee shall die prior to the
Expiration Date, his or her representative or the person entitled to succeed to
his rights hereunder shall have the right, prior to the Expiration Date, to
exercise this Stock Option.
5. No Rights as Stockholder.
------------------------
Optionee shall have no rights as a stockholder with respect to the
Common Stock covered by this Stock Option until the date of the issuance of a
stock certificate or stock certificates to Optionee. No adjustment will be made
for dividends or other rights for which the record date (or if there is no
record date established, then the date established for the distribution of such
dividend or right) is prior to the date such stock certificates are issued.
2
<PAGE>
6. Conditions of Resale.
--------------------
Optionee agrees to comply with all applicable federal and state
securities laws and rules and regulations thereunder in connection with the
resale by him or her of any shares of Common Stock which shall have been
received by him or her upon exercise of this Option, and Optionee further agrees
to comply with all requirements of the Company which may be reasonably imposed
by the Company as conditions of such resale. The Company may, in its
discretion, place a legend on stock certificates issued in connection with the
exercise of this Stock Option in order to insure compliance with the Securities
Act of 1933, as amended.
The Company has no obligation to register the Option Shares on a
registration statement with the Securities and Exchange Commission.
Accordingly, notwithstanding the Company's status as a publicly-held
corporation, the Option Shares may be restricted shares and not subject to
resale without compliance with Rule 144 or other exemption. In general, Rule
144 requires a two-year holding period prior to sale of the shares of stock.
7. Certain Adjustments Upon Changes in Capitalization.
--------------------------------------------------
In the event of any change in the outstanding Common Stock of the
Company by reason of a stock dividend, consolidation, split-up, combination or
exchange of shares, or the like, the aggregate number and class of shares
available under this Stock Option Agreement shall be appropriately adjusted by
the Board of Directors whose determination shall be conclusive.
8. Miscellaneous.
-------------
(a) Sections: Headings. Section and other headings are included
------------------
herein for reference purposes only and shall not be construed or interpreted as
part of this Agreement.
(b) Gender; Plural. Wherever and whenever the context of this
--------------
Agreement shall so require, the masculine, feminine and neuter gender of any
noun or pronoun shall include any or all of the other genders and the singular
shall include the plural and the plural shall include the singular.
(c) Counterparts. This Agreement may be executed in several
------------
counterparts, all of which shall constitute one and the same instrument.
3
<PAGE>
(d) Not an Incentive Stock Option. Optionee understands that this
------------------------------
Stock Option will not be treated as an "Incentive Stock Option" pursuant to
Section 422A of the Internal Revenue Code of 1986.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the 8th day of December, 1995.
CORE, INC.
By: ___________________________________
George C. Carpenter IV
Chairman and Chief Executive Officer
Optionee
--------------------------------------
------------
K:\smk1\39S8Exh.pri
4
<PAGE>
LIST OF OPTIONEES GRANTED OPTIONS ON DECEMBER 8, 1995
Stephen Gerson 5,000
David Fagell 5,000
Randy Radcliff 2,680*
Elizabeth Slater 268*
_______________
* Included among 216,759 shares registered on Form S-8.
5
<PAGE>
EXHIBIT 5.1
Rich, May, Bilodeau & Flaherty, P.C.
The Old South Building
294 Washington Street
Boston, Massachusetts 02108-4675
Telephone (617) 482-1360
Fax (617) 556-3889
October 31, 1996
CORE, INC.
18881 Von Karman Avenue
Suite 1750
Irvine, CA 92715
Re: Shares Registered on Form S-8
-----------------------------
Ladies and Gentlemen:
We have been retained as counsel to CORE, INC., a Massachusetts corporation
(the "Company"), in connection with the preparation of the Company's
Registration Statement on Form S-8 for the registration of an aggregate of
216,759 shares of the Company's Common Stock, which have been issued or are
issuable to pursuant to stock options (the "Shares").
We have examined originals, or certified, conformed or reproduction copies,
of all such records, agreements, instruments and documents as we have deemed
relevant or necessary as the basis for the opinion hereinafter expressed. In
all such examinations, we have assumed the genuineness of all signatures on
original or certified copies and the conformity to original or certified copies
of all copies submitted to us as conformed or reproduction copies. As to
various questions of fact relevant to our opinion, we have relied upon
statements or certificates of public officials, officers or representatives of
the Company and others.
Based upon the foregoing, we are of the opinion that the Shares, when
issued, delivered and paid for in accordance with the terms of the respective
stock option agreement, will be validly issued, fully paid and non-assessable.
We hereby consent to the filing of this opinion as an Exhibit to said
Registration Statement on Form S-8.
We are members of the bar of the Commonwealth of Massachusetts and do not
hold ourselves out as being competent to opine as to matters of law governed by
other states. Accordingly, our opinion is limited to the laws of the
Commonwealth of Massachusetts and the laws of the federal government of the
United States of America.
Very truly yours,
RICH, MAY, BILODEAU & FLAHERTY, P.C.
<PAGE>
EXHIBIT 23.1
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement (Form
S-8) pertaining to the CORE, INC. 1991 Stock Option Plan, as amended, Core
Management Inc. Employee Stock Option Plan and other stock options of CORE,
INC., of our report dated February 14, 1996 (except for Note 16, as to which the
date is July 24, 1996), with respect to the consolidated financial statements
and schedules of CORE, INC. included in the Registration Statement (Form S-1 No.
333-03639) and related prospectus of CORE, INC. for the registration of 216,759
shares of its common stock, filed with the Securities and Exchange Commission.
Ernst & Young LLP
Boston, MA
October 31, 1996
