<PAGE> 1
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U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
(MARK ONE)
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended August 31, 1999
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from _____________ to ____________
COMMISSION FILE NUMBER 0-20866
WILSHIRE TECHNOLOGIES, INC.
(Exact name of small business issuer as specified in its charter)
CALIFORNIA 33-0433823
(State or other jurisdiction of incorporation (I.R.S. Employer
or organization) Identification No.)
5861 EDISON PLACE
CARLSBAD, CALIFORNIA 92008
(Address of principal executive offices)
(760) 929-7200
(Issuer's telephone number)
Check whether the issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such
shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days.
Yes [X] No [ ]
The number of shares outstanding of the registrant's only class of
Common Stock, no par value, was 12,953,385 on October 1, 1999.
Transitional Small Business Disclosure Format. Yes [ ] No [X]
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WILSHIRE TECHNOLOGIES, INC.
INDEX TO FORM 10-QSB
- --------------------------------------------------------------------------------
PART 1 - FINANCIAL INFORMATION PAGE
- --------------------------------------------------------------------------------
Item 1. Financial Statements:
Condensed Consolidated Balance Sheets as of 3
August 31, 1999 and November 30, 1998
Condensed Consolidated Statements of Operations 4
for the Three Months Ended August 31, 1999 and
August 31, 1998
Condensed Consolidated Statements of Operations 5
for the Nine months Ended August 31, 1999 and
August 31, 1998
Condensed Consolidated Statements of Cash Flows 6
for the Nine months Ended August 31, 1999 and
August 31, 1998
Notes to Condensed Consolidated Financial Statements 7
Item 2. Management's Discussion and Analysis 9
or Plan of Operation
- --------------------------------------------------------------------------------
PART II - OTHER INFORMATION
- --------------------------------------------------------------------------------
Item 1. Legal Proceedings 12
Item 2. Changes in Securities 12
Item 3. Defaults Upon Senior Securities 12
Item 4. Submission of Matters to a Vote of Security Holders 12
Item 5. Other Information 12
Item 6. Exhibits and Reports on Form 8-K 13
Signatures 13
2
<PAGE> 3
WILSHIRE TECHNOLOGIES, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
August 31, November 30,
1999 1998
------------ ------------
<S> <C> <C>
ASSETS
Current assets:
Cash $ 78,000 $ 42,000
Accounts receivable trade, less allowance for doubtful
accounts of $7,000 at Aug 31, 1999
and $5,000 at November 30, 1998, respectively 232,000 310,000
Inventories (Note 2) 1,402,000 1,228,000
Note receivable -- 127,000
Other current assets 299,000 246,000
------------ ------------
Total current assets 2,011,000 1,953,000
Property and equipment, less accumulated depreciation 3,547,000 3,565,000
Goodwill, less accumulated amortization of $396,346
and $365,000 at Aug 31, 1999 and November 30,
1998, respectively 346,000 377,000
Patents and trademarks, net 122,000 116,000
------------ ------------
$ 6,026,000 $ 6,011,000
------------ ------------
LIABILITIES AND SHAREHOLDERS' EQUITY (NET CAPITAL DEFICIENCY)
Current liabilities:
Accounts payable $ 273,000 $ 412,000
Accrued expenses 489,000 416,000
Interest payable 1,423,000 578,000
Line of credit (Note 3) 11,036,000 8,407,000
------------ ------------
Total current liabilities 13,221,000 9,813,000
Shareholders' equity (net capital deficiency)
Preferred stock, no par value, 2,000,000 shares authorized
and none issued and outstanding -- --
Common stock, no par value, 50,000,000 shares
authorized; 12,953,385 shares issued and
outstanding at August 31, 1999 and
November 30, 1998 25,912,000 25,907,000
Common stock warrants 387,000 370,000
Accumulated deficit (33,494,000) (30,079,000)
------------ ------------
Total shareholders' equity (net capital deficiency) (7,195,000) (3,802,000)
------------ ------------
$ 6,026,000 $ 6,011,000
============ ============
</TABLE>
Note: The condensed consolidated balance sheet at November 30, 1998 has been
derived from the audited financial statements at that date but does
not include all of the information and footnotes required by generally
accepted accounting principles for complete financial statements.
See accompanying notes.
3
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WILSHIRE TECHNOLOGIES, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
<TABLE>
<CAPTION>
Three Months Ended August 31,
----------------------------
1999 1998
------------ ------------
<S> <C> <C>
Net sales $ 567,000 $ 934,000
Cost of sales 1,021,000 796,000
------------ ------------
Gross profit (deficit) (454,000) 138,000
Operating expenses:
Marketing and selling 186,000 149,000
General and administrative 470,000 413,000
Research and development 56,000 40,000
------------ ------------
Total operating expenses 712,000 602,000
------------ ------------
Loss from operations (1,166,000) (464,000)
Other income 1,000 --
Interest income (expense), net (310,000) (261,000)
------------ ------------
Loss before provision
for state income taxes (1,475,000) (725,000)
Provision for state income taxes - current -- --
------------ ------------
Net loss $ (1,475,000) $ (725,000)
============ ============
Weighted average shares outstanding 12,953,000 12,943,000
============ ============
Basic and diluted loss per share $ (0.11) $ (0.06)
============ ============
</TABLE>
See accompanying notes.
4
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WILSHIRE TECHNOLOGIES, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
<TABLE>
<CAPTION>
Nine Months Ended August 31,
----------------------------
1999 1998
------------ ------------
<S> <C> <C>
Net sales $ 2,010,000 $ 3,019,000
Cost of sales 2,532,000 2,437,000
------------ ------------
Gross profit (deficit) (522,000) 582,000
Operating expenses:
Marketing and selling 491,000 396,000
General and administrative 1,358,000 1,219,000
Research and development 164,000 189,000
------------ ------------
Total operating expenses 2,013,000 1,804,000
------------ ------------
Loss from operations (2,535,000) (1,222,000)
Other income 6,000 1,000
Interest income (expense), net (885,000) (590,000)
------------ ------------
Loss before provision
for state income taxes (3,414,000) (1,811,000)
Provision for state income taxes - current 1,000 1,000
------------ ------------
Net loss $ (3,415,000) $ (1,812,000)
============ ============
Weighted average shares basic and diluted 12,948,000 12,943,000
============ ============
Basic and diluted loss per share $ (0.26) $ (0.14)
============ ============
</TABLE>
See accompanying notes.
5
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WILSHIRE TECHNOLOGIES, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
<TABLE>
<CAPTION>
Nine Months Ended August 31,
----------------------------
1998 1998
----------- -----------
<S> <C> <C>
OPERATING ACTIVITIES
Net loss $(3,415,000) $(1,812,000)
Adjustments to reconcile net loss to net cash
used in operating activities:
Depreciation and amortization 562,000 184,000
Provision for loss on accounts receivable 2,000 --
Net change in operating assets and liabilities:
Decrease in accounts receivable 76,000 55,000
Increase in inventories (174,000) (178,000)
(Increase) decrease in other current assets 74,000 (32,000)
(Decrease) in accounts payable and
accrued expenses (66,000) (504,000)
Increase in interest payable 845,000 13,000
----------- -----------
Net cash used in operating activities (2,096,000) (2,274,000)
----------- -----------
INVESTING ACTIVITIES
Purchase of equipment (488,000) (1,904,000)
Decrease in note receivable from sale of discontinued operations -- 135,000
Increase in other assets (14,000) (14,000)
----------- -----------
Net cash used in investing activities (502,000) (1,783,000)
----------- -----------
FINANCING ACTIVITIES
Proceeds from line of credit 2,629,000 3,963,000
Warrants issued to majority shareholder -- 48,000
Exercise of Stock options 5,000 --
Debt issue costs, net -- (64,000)
----------- -----------
Net cash provided by financing activities 2,634,000 3,947,000
----------- -----------
NET DECREASE IN CASH 36,000 (110,000)
CASH - BEGINNING OF PERIOD 42,000 137,000
----------- -----------
CASH - END OF PERIOD $ 78,000 $ 27,000
=========== ===========
</TABLE>
6
<PAGE> 7
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
1. ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
ORGANIZATION
Wilshire Technologies, Inc. (the "Company") develops, manufactures and markets
engineered polymer products for industrial clean room use. The Company, based in
Carlsbad, California, markets products through its Wilshire Contamination
Control Division, and manufactures certain of its products in its wholly-owned
Mexican subsidiary, Wilshire International de Mexico S.A. de C.V.
BASIS OF PRESENTATION
The accompanying condensed consolidated unaudited financial statements have been
prepared in accordance with generally accepted accounting principles for interim
financial information and with the instructions to Form 10-QSB for quarterly
reports under Section 13 or 15(d) of the Securities Exchange Act of 1934.
Accordingly, they do not include all of the information and footnotes required
by generally accepted accounting principles for complete financial statements.
In the opinion of management, all adjustments (consisting of normal recurring
accruals) considered necessary for a fair presentation have been included.
Operating results for the quarter and nine months ended August 31, 1999 are not
necessarily indicative of the results that may be expected for the fiscal year
ending November 30, 1999. For further information, refer to the financial
statements and footnotes thereto included in the Company's annual report on Form
10-KSB for the fiscal year ended November 30, 1998.
The consolidated financial statements include the accounts of the Company and
its wholly-owned subsidiary. Significant intercompany amounts and transactions
have been eliminated.
2. FINANCIAL STATEMENT INFORMATION
Inventories consist of the following:
<TABLE>
<CAPTION>
AUGUST 31, NOVEMBER 30,
1999 1998
----------- -----------
<S> <C> <C>
Raw materials $ 708,000 $ 604,000
Work in process 339,000 239,000
Finished goods 355,000 385,000
=========== ===========
$1,402,000 $1,228,000
=========== ===========
</TABLE>
7
<PAGE> 8
3. LINE OF CREDIT
On January 5, 1996, the Company and Trilon Dominion entered into a Credit
Agreement (the "Agreement") for a credit line of $1,000,000 secured by the
Company's assets. Under the terms of the Agreement, the principal was due on
June 30, 1996 and the interest was payable monthly at a rate of prime plus
3.75%. In connection with the loan, the Company issued Trilon Dominion a
five-year warrant that entitles Trilon Dominion to purchase 100,000 shares of
the Company's authorized but unissued common stock at an exercise price of $0.75
per share, subject to adjustment to protect against dilution. The warrant is
exercisable immediately and expires on January 5, 2001. Also, under the terms of
the Agreement, the Company issued Trilon Dominion a third five-year warrant
which became exercisable when the Company and Trilon Dominion amended the
Agreement to extend the termination date of the Agreement to December 31, 1996.
The third warrant entitles Trilon Dominion to purchase 25,000 shares of the
Company's authorized but unissued common stock at an exercise price of $1.75 per
share and it expires on January 5, 2001. The holder of each of such five-year
warrants may, without payment to the Company, convert the warrant in whole or in
part into shares of the Company's common stock having a market value equal to
the difference between (x) the market value per share of common stock multiplied
by the number of warrants that are converted and (y) the warrant exercise price,
multiplied by the number of warrants that are converted.
The Agreement was amended further on September 30, 1996, April 15, 1997, and
September 19, 1997. Each amendment increased the credit line by $1,000,000, up
to a total of $4,000,000, and extended the termination date, to June 30, 1998.
Trilon Dominion received a warrant to purchase 100,000 shares at the market
price with each credit line increase, and a warrant to purchase 25,000 shares at
the market price with each termination date extension. Warrants for 225,000
shares were issued in each of fiscal years 1996 and 1997 and warrants for 50,000
shares were issued in fiscal year 1998. The Company recorded the estimated fair
value of the warrants issued in fiscal year 1997 and fiscal year 1998 at $0.07
per underlying common share with a corresponding charge to earnings of $16,000
in fiscal 1997 and $3,500 in fiscal year 1998.
On January 7, 1998, February 17, 1998 and March 10, 1998, the Company and Trilon
Dominion completed Demand Notes, each for $250,000 at an interest rate of
12.25%, to fund the Company's ongoing operations until a new credit facility
could be completed.
On March 31, 1998 the Company and Trilon Dominion completed an Amended and
Restated Credit Agreement and Revolving Line of Credit (the "Amended
Agreement":) which included the principal of $4,000,000 from the previous
Agreement and Amendments, the principal of $750,000 from the six Demand Notes,
the accrued interest and management fees of $543,297 on the Agreement and Notes,
and a new credit line commitment of $2,200,000. Under the terms of the Amended
Agreement, the principal of $7,493,297 was due on December 31, 1998, and the
interest is payable quarterly at an annual rate of 11.5%. In connection with the
Amendment Agreement, the Company paid Trilon $100,000 for debt issuance costs
and issued Trilon Dominion a five-year warrant that entitles Trilon Dominion to
purchase 650,000 shares of the Company's authorized but unissued common stock at
an exercise price of $0.41 per share, subject to adjustment to protect against
dilution. The warrant is exercisable immediately and expires on March 31, 2003.
The Company recorded the estimated fair value of the warrant to purchase 650,000
shares as a debt issuance cost in the third quarter of fiscal year 1998 at $0.07
per underlying common share. On December 31, 1998, under the terms of the
Amended Agreement, the Company issued Trilon Dominion a third five-year warrant
which became exercisable when the Company and Trilon Dominion agreed to extend
the due date of the principal and interest from December 31, 1998 to January 31,
2000. The third warrant entitles Trilon Dominion to purchase 250,000 shares of
the Company's authorized but unissued common stock at an exercise price of $0.42
per underlying common share and expires on March 31, 2003.
8
<PAGE> 9
On December 31, 1998, the Company recorded the estimated fair value of the
warrants at $0.07 per underlying common share with a corresponding charge to
earnings of $17,500.
On August 5, 1998, September 1, 1998, October 1, 1998, November 2, 1998,
December 1, 1998, January 4, 1999, February 1, 1999, February 23, 1999, April 1,
1999, April 23, 1999, May 6 1999 and June 6 1999, the Company and Trilon
Dominion completed Demand Notes at an interest rate of 11.5% to fund the
Company's ongoing operations. The August and September notes each were in the
amount of $220,000, the November note was in the amount of $240,000, the
December note was in the amount of $260,000 and all other notes were in the
amount of $250,000. On July 5, 1999, August 9, 1999, September 2, 1999 and
October 1, 1999, the Company and Trilon Dominion completed Demand Notes at the
Prime rate plus 3.0 %. The July Note was in the amount of $250,000, the August
Note in the amount of $350,000 and the other notes were in the amount of
$300,000 each.
4. COMMITMENTS AND CONTINGENCIES
BREAST IMPLANT LITIGATION
During the first nine months of 1999, there have been no significant
developments in the Breast Implant Litigation. For information regarding legal
proceedings, refer to the information contained in the Company's Annual Report
on Form 10-KSB for the fiscal year ended November 30, 1998, under Note 6 to the
financial statements included therein.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.
During the third quarter of 1999, the Company introduced the DuraCLEAN(R)
polyurethane glove to the US market and expanded its international selling
efforts for the glove.
From time to time the Company may report, through its press releases and/or
Securities and Exchange Commission filings, certain forward-looking statements
that are subject to risks and uncertainties. Important factors that could cause
actual results to differ materially from those projected by such forward-looking
statements are set forth in Exhibit 99 to the Company's Annual Report on Form
10-KSB for the fiscal year ended November 30, 1996. These include operating
losses, liquidity, reliance on major distributors, new product development,
competition, technological change, patents, trade secrets, product liability,
dependence on key suppliers, and dependence on key personnel.
9
<PAGE> 10
RESULTS OF OPERATIONS
NET SALES
The Company markets its products directly to end users through an internal sales
force utilizing outside distributors. Revenue for all sales is recognized when
title transfers, generally when products are shipped.
Net sales decreased by $367,000 (39.0%) to $567,000 in the third quarter of 1999
as compared to $934,000 in the third quarter of 1998. Net sales decreased by
$1,009,000 (33.0%) to $2,010,000 for the first nine months of 1999 as compared
to $3,019,000 for the first nine months of 1998. The decrease in sales for the
quarter and first nine months was attributable to the loss of the Company's
largest consumer of UltraSORB(TM) wipers in the third quarter of fiscal year
1998. Consequently, the Company has continuously focused on cost reduction
programs to improve its price position in the market.
GROSS PROFIT (DEFICIT)
For the third quarter ended August 31, 1999, the Company recorded a gross loss
of $454,000 as compared to gross profit of $138,000 for the same period of 1998.
For the first nine months of 1999, the Company recognized a gross loss of
$522,000 as compared to a gross profit of $582,000 for the comparable period in
1998. The decrease in profits for the quarter was primarily due to lower sales
of the contamination control products, a write-off of work-in process inventory
related to a process manufacturing change of the Company's DuraCLEAN(R)
polyurethane glove, and costs associated with the ramp-up of production of the
new glove manufacturing plant located in Tijuana, Mexico. Although the Company's
contamination control product division has maintained positive gross profits for
the first nine months, the overall decrease in profits for the same time period
was attributable to the significant start-up costs associated with the glove
manufacturing plant.
GENERAL AND ADMINISTRATIVE EXPENSES
Selling, general and administrative expenses include additional costs related to
the Company's marketing activities and administrative costs (such as executive
and office salaries, related payroll expenses, investor relations, professional
fees, supplies and utilities).
General and administrative expenses increased $57,000 (14%) to $470,000 in the
third quarter of 1999 from $413,000 in the third quarter of 1998. The increase
was due primarily to higher travel costs associated with the introduction of the
Company's DuraCLEAN(R) polyurethane glove, administrative fees associated with
company's Mexican glove operation, and higher legal fees. In the first nine
months of 1999, General and Administrative expenses increased by $139,000 (11%)
to $1,358,000 from $1,219,000 for the first nine months of 1998. The primary
factors of the increase were additions in headcount in executive management, and
administrative costs associated with the start-up of the glove's manufacturing
operation in Tijuana, Mexico.
MARKETING AND SELLING EXPENSES
Marketing and selling expenses increased by $37,000 (25%) to $186,000 in the
third quarter of 1999 from $149,000 for the comparable period of 1998. The first
nine months of expense increased by $95,000 (24%) to $491,000 from $396,000. The
quarter and year to date increase, as compared to comparable periods in 1998,
was primarily due to additions in headcount, increased travel associated with
the introduction of the Company's DuraCLEAN(R) polyurethane glove, and the
implementation of a sales commission plan for the Company's technical field
specialists.
10
<PAGE> 11
RESEARCH AND DEVELOPMENT
Research and development expenses increased $16,000 (40%) to $56,000 in the
third quarter of 1999 as compared to $40,000 in the third quarter of 1998. The
increase was due primarily to increase project development expenses associated
with the introduction of the Company's DuraCLEAN(R) polyurethane glove. The
first nine months of Research and development expense of $164,000 decreased by
$25,000 (13%) from expense of $189,000 for the same period of 1998. The decline
was primarily due to decreased project expenses.
INTEREST INCOME (EXPENSE), NET
The Company reported higher interest expense in the third quarter and for the
first nine months of 1999 versus the same period of 1998 due to increased debt
outstanding. The interest expense was related primarily to the line of credit
due to Trilon Dominion Partners, LLC. (See Note 4).
INCOME TAXES
For the quarters ended August 31, 1999 and August 31, 1998, the Company
sustained losses for both financial reporting and income tax purposes. A tax
provision of $1,000 related to state income taxes was recorded in the financial
statements for 1998 and 1999.
LIQUIDITY AND CAPITAL RESOURCES
Management assesses the Company's liquidity by its ability to generate cash to
fund its operations. Significant factors in the management of liquidity are:
funds generated by operations; levels of accounts receivable, inventories,
accounts payable and capital expenditures; adequate lines of credit; and
financial flexibility to attract long-term capital on satisfactory terms.
During 1998 and the first nine months of 1999, the Company has not generated
sufficient cash from operations to fund its working capital and equipment
purchase requirements. Net cash used in operating activities was $2,096,000 for
the first nine months of 1999 versus net cash used in operating activities of
$2,274,000 for the comparable period in 1998. The net cash used for the first
nine months of 1999 was primarily associated with start-up costs associated with
the new glove manufacturing plant whereas the net cash used for the first nine
months of 1998 resulted from the purchase of glove production equipment.
Net cash used in investing activities was $502,000 in the first nine months of
1999, versus net cash used by investing activities of $1,783,000 in the first
nine months of 1998. The higher investing activities in the prior year were due
to major purchases of glove production equipment that occurred during fiscal
1998.
Net cash provided by financing activities was $2,634,000 in the first nine
months of 1999 versus $3,947,000 in the first nine months of 1998. The debt
financing in both years was obtained from Trilon Dominion Partners, LLC.
On January 5, 1996, the Company and Trilon Dominion entered into an Agreement
for a credit line of $1,000,000 secured by the Company's assets. Under the terms
of the Agreement, the principal was due on June 30, 1996 and the interest was
payable monthly at a rate of prime plus 3.75%. The Agreement was amended on June
30, 1996, September 30, 1996, April 15, 1997, and September 19, 1997 to a total
credit line of $4 million and a termination date of June 30, 1998. See Note 4 to
the financial statements for details of the Agreement and Amendments.
11
<PAGE> 12
On January 7, 1998, February 17, 1998, and March 10, 1998 the Company and Trilon
Dominion completed Demand Notes, each for $250,000 at an interest rate of
12.25%, to fund the Company's ongoing operations until a new credit facility
could be completed.
On March 31, 1998 the Company and Trilon Dominion completed an Amended and
Restated Credit Agreement and Revolving Line of Credit (the "Amended Agreement")
which included the principal of $4,000,000 from the previous Agreement and
Amendments, the principal of $750,000 from the six Demand Notes, the accrued
interest and management fees of $543,297 on the Agreement and Notes, and a new
credit line commitment of $2,200,000. Under the terms of the Amended Agreement,
the principal of $7,493,297 is due on December 31, 1998, and the interest is
payable quarterly at an annual rate of 11.5%. In connection with the Amended
Agreement, the Company paid Trilon Dominion $100,000 for debt issuance costs and
issued Trilon Dominion a five-year warrant that entitles Trilon Dominion to
purchase 650,000 shares of the Company's authorized but unissued common stock at
an exercise price of $0.41 per share, subject to adjustment to protect against
dilution. The warrant is exercisable immediately and expires on March 31, 2003.
The Company recorded the estimated fair value of the warrant to purchase 650,000
shares as a debt issuance cost in the third quarter of fiscal year 1998 at $0.07
per underlying common share. Also, under the terms of the Amended Agreement, the
Company issued Trilon Dominion a third five-year warrant which became
exercisable when the Company did not pay the principal and interest due on
December 31, 1998 and expires on March 31, 2003. The third warrant entitles
Trilon Dominion to purchase 250,000 shares of the Company's authorized but
unissued common stock at an exercise price equal to the market price on December
31, 1998. On December 31, 1998, the Company recorded the estimated fair value of
the warrants at $0.07 per underlying common share with a corresponding charge to
earnings of $17,500.
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS:
For information regarding legal proceedings, refer to the information
contained in the Company's annual report on Form 10-KSB for the fiscal
year ended November 30, 1998 under the heading, "Legal Proceedings" and
Note 6 to the financial statements therein.
ITEM 2. CHANGES IN SECURITIES:
None
ITEM 3. DEFAULTS UPON SENIOR SECURITIES:
None
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS:
None
ITEM 5. OTHER INFORMATION:
On September 8, 1999, Ralph Whitworth, a member of the board, resigned
from his board seat due to his increased responsibilities as Chairman
of the Executive Committee of Waste Management Inc. The Company has
initiated a search process for a new board member.
12
<PAGE> 13
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) EXHIBITS:
10.149 Demand Note dated August 9, 1999 between the Registrant and
Trilon Dominion Partners, L.L.C.
10.150 Demand Note dated September 2, 1999 between the Registrant and
Trilon Dominion Partners, L.L.C.
10.151 Demand Note dated October 1, 1999 between the Registrant and
Trilon Dominion Partners, L.L.C.
10.152 Form of stock option granted on August 13, 1999 to Mr. Paul
Fennell.
10.153 Form of stock option granted on August 13, 1999 to Ms.
Kathleen Terry.
10.154 Form of stock option granted on August 13, 1999 to Mr. Charles
Black.
10.155 Form of stock option granted on August 13, 1999 to Mr. Joe
Davis.
10.156 Form of stock option granted on August 13, 1999 to Mr. Ralph
Whitworth.
10.157 Form of stock option granted on August 13, 1999 to Mr. John
Van Egmond.
27.1 Financial Data Schedule
(b) REPORTS ON FORM 8-K:
None
SIGNATURES
In accordance with requirements of the Securities Exchange Act, the registrant
has caused this report to be signed on its behalf by the undersigned, thereunto
duly authorized.
WILSHIRE TECHNOLOGIES, INC.
Dated: October 15, 1999 By: /s/ Kathleen E. Terry
--------------------------
Kathleen E. Terry
Chief Financial Officer
(Principal Financial Officer and
Principal Accounting Officer)
13
<PAGE> 1
EXHIBIT 10.149
DEMAND NOTE
$350,000.00 New York, New York
August 9, 1999
FOR VALUE RECEIVED, the undersigned, Wilshire Technologies, Inc. a
California corporation (hereinafter referred to as "Borrower"), hereby
unconditionally PROMISES TO PAY to the order to TRILON DOMINION PARTNERS, LLC, a
Delaware limited liability company ("Lender"), at 245 Park Avenue, 28th Floor,
New York, NY 10167, or at such other place as the holder of this Demand Note may
designate from time to time in writing, in lawful money of the United States of
America and in immediately available funds, the principal amount of Three
Hundred Fifty Thousand and 00/100, DOLLARS ($350,000.00), together with interest
on the unpaid principal amount of this Demand Note outstanding from time to time
from the date hereof, at a rate per annum equal to the Prime rate of interest
plus 3.0%, or the highest rate permitted by law, whichever shall be less.
The principal amount of the indebtedness evidenced hereby shall be
payable on demand. Interest thereon shall be paid when principal is paid from
the date hereof until such principal amount is paid in full at such interest
rate as specified above. Following failure to pay on demand, Borrower agrees to
pay interest on any overdue payment of principal at a rate per annum equal to
the stated interest rate plus 5%, or the highest rate permitted by law,
whichever shall be less. All interest calculations shall be computed on the
basis of a 360 day year.
Demand, presentment, protest and notice of nonpayment and protest are
hereby waived by Borrower.
Borrower shall have no right to make any off-set against or deduct from
any payment due under this Demand Note.
Principal and interest may be prepaid at any time without penalty.
This Demand Note may not be changed orally, but only by an agreement in
writing and signed by the party against whom enforcement of such change is
sought.
All covenants of Borrower in this Demand Note and all rights of the
holder under this Demand Note shall bind Borrower and its successors and
assigns, and all such covenants and rights shall inure to the benefit of the
holder of this Demand Note and its successors and assigns.
1
<PAGE> 2
This Demand Note has been delivered and accepted at New York, New York
and shall be interpreted, governed by, and construed in accordance with, the
laws of the State of New York.
Wilshire Technologies, Inc.
By : /s/ Kathleen E. Terry
-------------------------
Name: Kathleen E. Terry
Title: Chief Financial Officer
2
<PAGE> 1
EXHIBIT 10.150
DEMAND NOTE
$300,000.00 New York, New York
September 2, 1999
FOR VALUE RECEIVED, the undersigned, Wilshire Technologies, Inc. a
California corporation (hereinafter referred to as "Borrower"), hereby
unconditionally PROMISES TO PAY to the order to TRILON DOMINION PARTNERS, LLC, a
Delaware limited liability company ("Lender"), at 245 Park Avenue, 28th Floor,
New York, NY 10167, or at such other place as the holder of this Demand Note may
designate from time to time in writing, in lawful money of the United States of
America and in immediately available funds, the principal amount of Three
Hundred Thousand and 00/100, DOLLARS ($300,000.00), together with interest on
the unpaid principal amount of this Demand Note outstanding from time to time
from the date hereof, at a rate per annum equal to the Prime rate of interest
plus 3.0%, or the highest rate permitted by law, whichever shall be less.
The principal amount of the indebtedness evidenced hereby shall be
payable on demand. Interest thereon shall be paid when principal is paid from
the date hereof until such principal amount is paid in full at such interest
rate as specified above. Following failure to pay on demand, Borrower agrees to
pay interest on any overdue payment of principal at a rate per annum equal to
the stated interest rate plus 5%, or the highest rate permitted by law,
whichever shall be less. All interest calculations shall be computed on the
basis of a 360 day year.
Demand, presentment, protest and notice of nonpayment and protest are
hereby waived by Borrower.
Borrower shall have no right to make any off-set against or deduct from
any payment due under this Demand Note.
Principal and interest may be prepaid at any time without penalty.
This Demand Note may not be changed orally, but only by an agreement in
writing and signed by the party against whom enforcement of such change is
sought.
All covenants of Borrower in this Demand Note and all rights of the
holder under this Demand Note shall bind Borrower and its successors and
assigns, and all such covenants and rights shall inure to the benefit of the
holder of this Demand Note and its successors and assigns.
This Demand Note has been delivered and accepted at New York, New York
and shall be interpreted, governed by, and construed in accordance with, the
laws of the State of New York.
1
<PAGE> 2
Wilshire Technologies, Inc.
By : /s/ Kathleen E. Terry
-------------------------
Name: Kathleen E. Terry
Title: Chief Financial Officer
2
<PAGE> 1
EXHIBIT 10.151
DEMAND NOTE
$300,000.00 New York, New York
October 1, 1999
FOR VALUE RECEIVED, the undersigned, Wilshire Technologies, Inc. a
California corporation (hereinafter referred to as "Borrower"), hereby
unconditionally PROMISES TO PAY to the order to TRILON DOMINION PARTNERS, LLC, a
Delaware limited liability company ("Lender"), at 245 Park Avenue, 28th Floor,
New York, NY 10167, or at such other place as the holder of this Demand Note may
designate from time to time in writing, in lawful money of the United States of
America and in immediately available funds, the principal amount of Three
Hundred Thousand and 00/100, DOLLARS ($300,000.00), together with interest on
the unpaid principal amount of this Demand Note outstanding from time to time
from the date hereof, at a rate per annum equal to the Prime rate of interest
plus 3.0%, or the highest rate permitted by law, whichever shall be less.
The principal amount of the indebtedness evidenced hereby shall be
payable on demand. Interest thereon shall be paid when principal is paid from
the date hereof until such principal amount is paid in full at such interest
rate as specified above. Following failure to pay on demand, Borrower agrees to
pay interest on any overdue payment of principal at a rate per annum equal to
the stated interest rate plus 5%, or the highest rate permitted by law,
whichever shall be less. All interest calculations shall be computed on the
basis of a 360 day year.
Demand, presentment, protest and notice of nonpayment and protest are
hereby waived by Borrower.
Borrower shall have no right to make any off-set against or deduct from
any payment due under this Demand Note.
Principal and interest may be prepaid at any time without penalty.
This Demand Note may not be changed orally, but only by an agreement in
writing and signed by the party against whom enforcement of such change is
sought.
All covenants of Borrower in this Demand Note and all rights of the
holder under this Demand Note shall bind Borrower and its successors and
assigns, and all such covenants and rights shall inure to the benefit of the
holder of this Demand Note and its successors and assigns.
1
<PAGE> 2
This Demand Note has been delivered and accepted at New York, New York
and shall be interpreted, governed by, and construed in accordance with, the
laws of the State of New York.
Wilshire Technologies, Inc.
By : /s/ Kathleen E. Terry
-------------------------
Name: Kathleen E. Terry
Title: Chief Financial Officer
2
<PAGE> 1
EXHIBIT 10.152
WILSHIRE TECHNOLOGIES, INC.
NON-QUALIFIED STOCK OPTION
1995 STOCK OPTION PLAN
THIS IS TO CERTIFY that on AUGUST 13, 1999, WILSHIRE TECHNOLOGIES, INC., a
California corporation (the "Company") has granted to PAUL FENNELL (the
"Optionee") an option to purchase 100,000 shares of common stock of the Company,
no par value, at a price of $0.30 per share, upon the terms and conditions
hereinafter stated, to all of which the Optionee, by the acceptance hereof,
assents.
1. Option Period and Conditions on Exercise.
The option shall not be exercisable with respect to any of the shares
subject to the option after AUGUST 13, 2009 and the option shall not be
exercisable with respect to fractional shares.
This option vests as follows:
As to 33,334 shares on AUGUST 13, 1999; and As to an additional
33,333 shares on AUGUST 13, 2000; As to an additional 33,333
shares on AUGUST 13, 2001.
1
<PAGE> 2
2. Effect of Termination of Employment/Effect of Death.
a. If the Optionee is an officer, employee or director of the Company and
ceases to be such for any reason other than death or termination for
cause, Optionee may exercise this option in accordance with its terms
only for a period of ninety days after such cessation (but not beyond
the Option Period). Any exercise of this option after such cessation may
be only to the extent of the full number of shares the Optionee was
entitled to purchase under this option on the Date of such cessation,
plus a portion of the additional number of shares, if any, he would have
become entitled to purchase on the next anniversary Date of the Date of
grant of the option following such cessation, such portion to be
determined by multiplying such additional number of shares by a
fraction, the numerator of which is the number of days from the
anniversary Date of the Date of grant preceding such cessation to the
Date of such cessation and the denominator of which is 365. Such portion
shall be rounded, if necessary, to the nearest whole share.
b. If the termination of the Optionee's position as an officer or employee
of the Company is for cause (as determined in the sole judgment of the
Board of Directors), this option shall thereupon be cancelled and the
Optionee shall have no right to exercise any part of this option after
such termination.
c. If the Optionee dies, this option continues in effect and may be
exercised in accordance with its terms for twelve months from the date
of the Optionee's death (but not beyond the Option
2
<PAGE> 3
Period) by the executor or administrator of the estate, or in the event
there is none, then by the person or persons to whom the optionee's
rights under this option shall pass by will or the laws of descent and
distribution. Any exercise of this option after such death may be only
to the extent of the full number of shares the optionee was entitled to
purchase under this option on the date of death, plus a portion of the
additional number of shares, if any, he would have become entitled to
purchase on the next anniversary date of the date of grant of the option
following such death, such portion to be determined by multiplying such
additional number of shares by a fraction, the numerator of which shall
be the number of days from the anniversary Date of the Date of grant
preceding such death to the Date of death and the denominator of which
shall be 365. Such portion shall be rounded, if necessary, to the
nearest whole share.
3. Manner of Exercise.
This option shall be exercised by giving written notice to the Company
addressed in the manner specified in paragraph 7, specifying the number of
shares to be purchased and accompanied by payment in full in cash, or in
whole or in part in Common Stock, as provided in paragraph 9, for the shares
purchased.
3
<PAGE> 4
4. Nontransferability of Option.
This option shall not be transferable except to the executor or administrator
of the Optionee's estate or to the Optionee's heirs or legatees, and shall be
exercisable during the Optionee's lifetime only by the Optionee. This option
may, however, be surrendered to the Company for cancellation for such
consideration and upon such terms as may be mutually agreed upon by the
Company and the Optionee.
5. Adjustment of Shares and Price Per Share.
The number of shares subject to this option shall be adjusted as follows:
a. In the event the Company's outstanding common stock is changed by any
stock dividend, stock split, or combination of shares, the number of
shares subject to this option shall be proportionately adjusted, without
change in the aggregate purchase price.
b. Except as provided in subsection (d) hereof, in the event of any merger,
consolidation, or reorganization of the Company with any other
corporation or corporations, there shall be substituted on an equitable
basis, for each share of common stock then subject to this option, an
option for the number and kind of shares of stock or other securities to
which the holders of common stock of the Company will be entitled
pursuant to the transaction.
c. In the event of any other relevant change in the capitalization of the
Company, this option and the purchase price per share shall be equitably
adjusted.
d. In the event of a merger described in Section 368 (a)(2)(E) of the
Internal Revenue Code of 1986 in
4
<PAGE> 5
which the Company is the surviving corporation, this option shall
terminate and thereupon become null and void but only if the
controlling corporation shall agree to exchange its options for this
option; but the Optionee shall have the right, immediately prior to
such merger, to exercise this option, without regard to any otherwise
applicable restriction as to time of exercise, other than expiration of
the Option Period.
e. Upon the dissolution of the Company, this option shall terminate and
thereafter become null and void; but the Optionee shall have the right,
immediately prior to such dissolution, to exercise this option without
regard to any otherwise applicable restriction as to time of exercise,
other than expiration of the Option Period.
6. Compliance with Applicable Law.
The exercise of this option is subject to the obtaining of any consent or
approval of any governmental or other regulatory body which the Board of
Directors, in its discretion, deems necessary or desirable.
7. Other Provisions.
a. The holder of this option shall not be entitled to any rights of a
shareholder of the Company with respect to any shares subject to this
option until such shares have been paid for in full and issued to him.
b. Nothing in this Certificate shall be construed as limiting any rights
which the Company or any parent or subsidiary corporation of the Company
5
<PAGE> 6
may have to terminate at any time the employment of the Optionee.
c. Notice to the Company hereunder shall be addressed to the attention of
its Secretary at its corporate office at 5861 Edison Place, Carlsbad,
California 92008.
8. Incorporation of Plan by Reference.
EXCEPT AS MODIFIED OR AMPLIFIED BY THE SPECIFIC TERMS OF THIS AGREEMENT, ALL
OF THE TERMS AND PROVISIONS OF THE WILSHIRE TECHNOLOGIES, INC. 1995 STOCK
OPTION PLAN (THE "PLAN"), A COPY OF WHICH IS ATTACHED HERETO AS EXHIBIT A,
ARE INCORPORATED HEREIN AND MADE A PART HEREOF AS IF SET FORTH AT LENGTH
HEREIN.
9. Optional Form of Payment for Shares.
Payment for any number of shares of stock of the Company purchased pursuant
to the exercise of this option may, at the election of the Optionee, be made
by delivering to the Company a number of shares of the Common Stock of the
Company, which the Optionee has owned for at least six months, with a Fair
Market Value (as defined in the Plan), on the date this option is exercised,
equal to the option exercise price for such shares.
WILSHIRE TECHNOLOGIES, INC.
By /s/Kevin T. Mulvihill
-----------------------------------------
President & Chief Executive Officer
6
<PAGE> 7
I hereby accept the foregoing stock option on the terms and conditions
hereinabove stated.
OPTIONEE,
---------------------
(Please print or type)
Date:______________ Signature:_________________
7
<PAGE> 8
EXERCISE OF OPTION
The undersigned hereby irrevocably elects to exercise the right to
purchase _______________ shares of Common Stock of Wilshire Technologies, Inc.
(the "Shares"), such right being represented by the Stock Option granted to me
on ______________ and herewith tenders payment for the Shares to the order of
Wilshire Technologies, Inc., in the amount of $________________ (equal to [the
number of shares] multiplied by $_________ [the exercise price stated in the
Stock Option]).
The undersigned requests that a certificate for the Shares be
registered in the of ____________, and delivered to, the undersigned at the
following address: _________________
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
----------------------------------------
(Please print or type)
Date:___________ Signature_______________________________
Social Security Number______-___-_______
8
<PAGE> 1
EXHIBIT 10.153
WILSHIRE TECHNOLOGIES, INC.
NON-QUALIFIED STOCK OPTION
1995 STOCK OPTION PLAN
THIS IS TO CERTIFY that on AUGUST 13, 1999, WILSHIRE TECHNOLOGIES, INC., a
California corporation (the "Company") has granted to KATHLEEN TERRY (the
"Optionee") an option to purchase 100,000 shares of common stock of the Company,
no par value, at a price of $0.30 per share, upon the terms and conditions
hereinafter stated, to all of which the Optionee, by the acceptance hereof,
assents.
1. Option Period and Conditions on Exercise.
The option shall not be exercisable with respect to any of the shares subject
to the option after AUGUST 13, 2009 and the option shall not be exercisable
with respect to fractional shares.
This option vests as follows:
As to 33,334 shares on AUGUST 13, 1999; and As to an additional 33,333
shares on AUGUST 13, 2000; As to an additional 33,333 shares on AUGUST 13,
2001.
1
<PAGE> 2
2. Effect of Termination of Employment/Effect of Death.
d. If the Optionee is an officer, employee or director of the Company and
ceases to be such for any reason other than death or termination for
cause, Optionee may exercise this option in accordance with its terms
only for a period of ninety days after such cessation (but not beyond
the Option Period). Any exercise of this option after such cessation may
be only to the extent of the full number of shares the Optionee was
entitled to purchase under this option on the Date of such cessation,
plus a portion of the additional number of shares, if any, he would have
become entitled to purchase on the next anniversary Date of the Date of
grant of the option following such cessation, such portion to be
determined by multiplying such additional number of shares by a
fraction, the numerator of which is the number of days from the
anniversary Date of the Date of grant preceding such cessation to the
Date of such cessation and the denominator of which is 365. Such portion
shall be rounded, if necessary, to the nearest whole share.
e. If the termination of the Optionee's position as an officer or employee
of the Company is for cause (as determined in the sole judgment of the
Board of Directors), this option shall thereupon be cancelled and the
Optionee shall have no right to exercise any part of this option after
such termination.
f. If the Optionee dies, this option continues in effect and may be
exercised in accordance with its terms for twelve months from the date
of the Optionee's death (but not beyond the Option
2
<PAGE> 3
Period) by the executor or administrator of the estate, or in the event
there is none, then by the person or persons to whom the optionee's
rights under this option shall pass by will or the laws of descent and
distribution. Any exercise of this option after such death may be only
to the extent of the full number of shares the optionee was entitled to
purchase under this option on the date of death, plus a portion of the
additional number of shares, if any, he would have become entitled to
purchase on the next anniversary date of the date of grant of the option
following such death, such portion to be determined by multiplying such
additional number of shares by a fraction, the numerator of which shall
be the number of days from the anniversary Date of the Date of grant
preceding such death to the Date of death and the denominator of which
shall be 365. Such portion shall be rounded, if necessary, to the
nearest whole share.
3. Manner of Exercise.
This option shall be exercised by giving written notice to the Company
addressed in the manner specified in paragraph 7, specifying the number of
shares to be purchased and accompanied by payment in full in cash, or in
whole or in part in Common Stock, as provided in paragraph 9, for the shares
purchased.
3
<PAGE> 4
4. Nontransferability of Option.
This option shall not be transferable except to the executor or administrator
of the Optionee's estate or to the Optionee's heirs or legatees, and shall be
exercisable during the Optionee's lifetime only by the Optionee. This option
may, however, be surrendered to the Company for cancellation for such
consideration and upon such terms as may be mutually agreed upon by the
Company and the Optionee.
5. Adjustment of Shares and Price Per Share.
The number of shares subject to this option shall be adjusted as
follows:
f. In the event the Company's outstanding common stock is changed by any
stock dividend, stock split, or combination of shares, the number of
shares subject to this option shall be proportionately adjusted, without
change in the aggregate purchase price.
g. Except as provided in subsection (d) hereof, in the event of any merger,
consolidation, or reorganization of the Company with any other
corporation or corporations, there shall be substituted on an equitable
basis, for each share of common stock then subject to this option, an
option for the number and kind of shares of stock or other securities to
which the holders of common stock of the Company will be entitled
pursuant to the transaction.
h. In the event of any other relevant change in the capitalization of the
Company, this option and the purchase price per share shall be equitably
adjusted.
i. In the event of a merger described in Section 368 (a)(2)(E) of the
Internal Revenue Code of 1986 in
4
<PAGE> 5
which the Company is the surviving corporation, this option shall
terminate and thereupon become null and void but only if the controlling
corporation shall agree to exchange its options for this option; but the
Optionee shall have the right, immediately prior to such merger, to
exercise this option, without regard to any otherwise applicable
restriction as to time of exercise, other than expiration of the Option
Period.
j. Upon the dissolution of the Company, this option shall terminate and
thereafter become null and void; but the Optionee shall have the right,
immediately prior to such dissolution, to exercise this option without
regard to any otherwise applicable restriction as to time of exercise,
other than expiration of the Option Period.
6. Compliance with Applicable Law.
The exercise of this option is subject to the obtaining of any consent or
approval of any governmental or other regulatory body which the Board of
Directors, in its discretion, deems necessary or desirable.
7. Other Provisions.
d. The holder of this option shall not be entitled to any rights of a
shareholder of the Company with respect to any shares subject to this
option until such shares have been paid for in full and issued to him.
e. Nothing in this Certificate shall be construed as limiting any rights
which the Company or any parent or subsidiary corporation of the Company
5
<PAGE> 6
may have to terminate at any time the employment of the Optionee.
f. Notice to the Company hereunder shall be addressed to the attention of
its Secretary at its corporate office at 5861 Edison Place, Carlsbad,
California 92008.
8. Incorporation of Plan by Reference.
EXCEPT AS MODIFIED OR AMPLIFIED BY THE SPECIFIC TERMS OF THIS AGREEMENT, ALL
OF THE TERMS AND PROVISIONS OF THE WILSHIRE TECHNOLOGIES, INC. 1995 STOCK
OPTION PLAN (THE "PLAN"), A COPY OF WHICH IS ATTACHED HERETO AS EXHIBIT A,
ARE INCORPORATED HEREIN AND MADE A PART HEREOF AS IF SET FORTH AT LENGTH
HEREIN.
9. Optional Form of Payment for Shares.
Payment for any number of shares of stock of the Company purchased pursuant
to the exercise of this option may, at the election of the Optionee, be made
by delivering to the Company a number of shares of the Common Stock of the
Company, which the Optionee has owned for at least six months, with a Fair
Market Value (as defined in the Plan), on the date this option is exercised,
equal to the option exercise price for such shares.
WILSHIRE TECHNOLOGIES, INC.
By /s/Kevin T. Mulvihill
-----------------------------------------
President & Chief Executive Officer
6
<PAGE> 7
I hereby accept the foregoing stock option on the terms and conditions
hereinabove stated.
OPTIONEE,
---------------------
(Please print or type)
Date:______________ Signature:_________________
7
<PAGE> 8
EXERCISE OF OPTION
The undersigned hereby irrevocably elects to exercise the right to
purchase _______________ shares of Common Stock of Wilshire Technologies, Inc.
(the "Shares"), such right being represented by the Stock Option granted to me
on ______________ and herewith tenders payment for the Shares to the order of
Wilshire Technologies, Inc., in the amount of $________________ (equal to [the
number of shares] multiplied by $_________ [the exercise price stated in the
Stock Option]).
The undersigned requests that a certificate for the Shares be
registered in the of ____________, and delivered to, the undersigned at the
following address: _________________
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
----------------------------------------
(Please print or type)
Date:___________ Signature_______________________________
Social Security Number______-___-_______
8
<PAGE> 1
EXHIBIT 10.154
WILSHIRE TECHNOLOGIES, INC.
NON-QUALIFIED STOCK OPTION
1995 STOCK OPTION PLAN
THIS IS TO CERTIFY that on AUGUST 13, 1999, WILSHIRE TECHNOLOGIES, INC., a
California corporation (the "Company") has granted to CHARLES H. BLACK (the
"Optionee") an option to purchase 12,500 shares of common stock of the Company,
no par value, at a price of $0.30 per share, upon the terms and conditions
hereinafter stated, to all of which the Optionee, by the acceptance hereof,
assents.
1. Option Period and Conditions on Exercise.
The option shall not be exercisable with respect to any of the shares subject
to the option after AUGUST 13, 2004 and the option shall not be exercisable
with respect to fractional shares.
This option vests as follows:
As to 12,500 shares on AUGUST 13, 1999
1
<PAGE> 2
2. Effect of Termination of Employment/Effect of Death.
g. If the Optionee is an officer, employee or director of the Company and
ceases to be such for any reason other than death or termination for
cause, Optionee may exercise this option in accordance with its terms
only for a period of ninety days after such cessation (but not beyond
the Option Period). Any exercise of this option after such cessation may
be only to the extent of the full number of shares the Optionee was
entitled to purchase under this option on the Date of such cessation,
plus a portion of the additional number of shares, if any, he would have
become entitled to purchase on the next anniversary Date of the Date of
grant of the option following such cessation, such portion to be
determined by multiplying such additional number of shares by a
fraction, the numerator of which is the number of days from the
anniversary Date of the Date of grant preceding such cessation to the
Date of such cessation and the denominator of which is 365. Such portion
shall be rounded, if necessary, to the nearest whole share.
h. If the termination of the Optionee's position as an officer or employee
of the Company is for cause (as determined in the sole judgment of the
Board of Directors), this option shall thereupon be cancelled and the
Optionee shall have no right to exercise any part of this option after
such termination.
i. If the Optionee dies, this option continues in effect and may be
exercised in accordance with its terms for twelve months from the date
of the Optionee's death (but not beyond the Option
2
<PAGE> 3
Period) by the executor or administrator of the estate, or in the event
there is none, then by the person or persons to whom the optionee's
rights under this option shall pass by will or the laws of descent and
distribution. Any exercise of this option after such death may be only
to the extent of the full number of shares the optionee was entitled to
purchase under this option on the date of death, plus a portion of the
additional number of shares, if any, he would have become entitled to
purchase on the next anniversary date of the date of grant of the option
following such death, such portion to be determined by multiplying such
additional number of shares by a fraction, the numerator of which shall
be the number of days from the anniversary Date of the Date of grant
preceding such death to the Date of death and the denominator of which
shall be 365. Such portion shall be rounded, if necessary, to the
nearest whole share.
3. Manner of Exercise.
This option shall be exercised by giving written notice to the Company
addressed in the manner specified in paragraph 7, specifying the number of
shares to be purchased and accompanied by payment in full in cash, or in
whole or in part in Common Stock, as provided in paragraph 9, for the shares
purchased.
3
<PAGE> 4
4. Nontransferability of Option.
This option shall not be transferable except to the executor or administrator
of the Optionee's estate or to the Optionee's heirs or legatees, and shall be
exercisable during the Optionee's lifetime only by the Optionee. This option
may, however, be surrendered to the Company for cancellation for such
consideration and upon such terms as may be mutually agreed upon by the
Company and the Optionee.
5. Adjustment of Shares and Price Per Share.
The number of shares subject to this option shall be adjusted as follows:
k. In the event the Company's outstanding common stock is changed by any
stock dividend, stock split, or combination of shares, the number of
shares subject to this option shall be proportionately adjusted, without
change in the aggregate purchase price.
l. Except as provided in subsection (d) hereof, in the event of any merger,
consolidation, or reorganization of the Company with any other
corporation or corporations, there shall be substituted on an equitable
basis, for each share of common stock then subject to this option, an
option for the number and kind of shares of stock or other securities to
which the holders of common stock of the Company will be entitled
pursuant to the transaction.
m. In the event of any other relevant change in the capitalization of the
Company, this option and the purchase price per share shall be equitably
adjusted.
n. In the event of a merger described in Section 368 (a)(2)(E) of the
Internal Revenue Code of 1986 in
4
<PAGE> 5
which the Company is the surviving corporation, this option shall
terminate and thereupon become null and void but only if the controlling
corporation shall agree to exchange its options for this option; but the
Optionee shall have the right, immediately prior to such merger, to
exercise this option, without regard to any otherwise applicable
restriction as to time of exercise, other than expiration of the Option
Period.
o. Upon the dissolution of the Company, this option shall terminate and
thereafter become null and void; but the Optionee shall have the right,
immediately prior to such dissolution, to exercise this option without
regard to any otherwise applicable restriction as to time of exercise,
other than expiration of the Option Period.
6. Compliance with Applicable Law.
The exercise of this option is subject to the obtaining of any consent or
approval of any governmental or other regulatory body which the Board of
Directors, in its discretion, deems necessary or desirable.
7. Other Provisions.
g. The holder of this option shall not be entitled to any rights of a
shareholder of the Company with respect to any shares subject to this
option until such shares have been paid for in full and issued to him.
h. Nothing in this Certificate shall be construed as limiting any rights
which the Company or any parent or subsidiary corporation of the Company
5
<PAGE> 6
may have to terminate at any time the employment of the Optionee.
i. Notice to the Company hereunder shall be addressed to the attention of
its Secretary at its corporate office at 5861 Edison Place, Carlsbad,
California 92008.
8. Incorporation of Plan by Reference.
EXCEPT AS MODIFIED OR AMPLIFIED BY THE SPECIFIC TERMS OF THIS AGREEMENT, ALL
OF THE TERMS AND PROVISIONS OF THE WILSHIRE TECHNOLOGIES, INC. 1995 STOCK
OPTION PLAN (THE "PLAN"), A COPY OF WHICH IS ATTACHED HERETO AS EXHIBIT A,
ARE INCORPORATED HEREIN AND MADE A PART HEREOF AS IF SET FORTH AT LENGTH
HEREIN.
9. Optional Form of Payment for Shares.
Payment for any number of shares of stock of the Company purchased pursuant
to the exercise of this option may, at the election of the Optionee, be made
by delivering to the Company a number of shares of the Common Stock of the
Company, which the Optionee has owned for at least six months, with a Fair
Market Value (as defined in the Plan), on the date this option is exercised,
equal to the option exercise price for such shares.
WILSHIRE TECHNOLOGIES, INC.
By /s/ Kevin Mulvihill
---------------------------------------
President & Chief Executive Officer
6
<PAGE> 7
I hereby accept the foregoing stock option on the terms and conditions
hereinabove stated.
OPTIONEE,
---------------------
(Please print or type)
Date:______________ Signature:_________________
7
<PAGE> 8
EXERCISE OF OPTION
The undersigned hereby irrevocably elects to exercise the right to
purchase _______________ shares of Common Stock of Wilshire Technologies, Inc.
(the "Shares"), such right being represented by the Stock Option granted to me
on ______________ and herewith tenders payment for the Shares to the order of
Wilshire Technologies, Inc., in the amount of $________________ (equal to [the
number of shares] multiplied by $_________ [the exercise price stated in the
Stock Option]).
The undersigned requests that a certificate for the Shares be
registered in the of ____________, and delivered to, the undersigned at the
following address: _________________
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
----------------------------------------
(Please print or type)
Date:___________ Signature_______________________________
Social Security Number______-___-_______
8
<PAGE> 1
EXHIBIT 10.155
WILSHIRE TECHNOLOGIES, INC.
NON-QUALIFIED STOCK OPTION
1995 STOCK OPTION PLAN
THIS IS TO CERTIFY that on AUGUST 13, 1999, WILSHIRE TECHNOLOGIES, INC., a
California corporation (the "Company") has granted to JOE E. DAVIS (the
"Optionee") an option to purchase 12,500 shares of common stock of the Company,
no par value, at a price of $0.30 per share, upon the terms and conditions
hereinafter stated, to all of which the Optionee, by the acceptance hereof,
assents.
1. Option Period and Conditions on Exercise.
The option shall not be exercisable with respect to any of the shares subject
to the option after AUGUST 13, 2004 and the option shall not be exercisable
with respect to fractional shares.
This option vests as follows:
As to 12,500 shares on AUGUST 13, 1999
1
<PAGE> 2
2. Effect of Termination of Employment/Effect of Death.
j. If the Optionee is an officer, employee or director of the Company and
ceases to be such for any reason other than death or termination for
cause, Optionee may exercise this option in accordance with its terms
only for a period of ninety days after such cessation (but not beyond
the Option Period). Any exercise of this option after such cessation may
be only to the extent of the full number of shares the Optionee was
entitled to purchase under this option on the Date of such cessation,
plus a portion of the additional number of shares, if any, he would have
become entitled to purchase on the next anniversary Date of the Date of
grant of the option following such cessation, such portion to be
determined by multiplying such additional number of shares by a
fraction, the numerator of which is the number of days from the
anniversary Date of the Date of grant preceding such cessation to the
Date of such cessation and the denominator of which is 365. Such portion
shall be rounded, if necessary, to the nearest whole share.
k. If the termination of the Optionee's position as an officer or employee
of the Company is for cause (as determined in the sole judgment of the
Board of Directors), this option shall thereupon be cancelled and the
Optionee shall have no right to exercise any part of this option after
such termination.
l. If the Optionee dies, this option continues in effect and may be
exercised in accordance with its terms for twelve months from the date
of the Optionee's death (but not beyond the Option
2
<PAGE> 3
Period) by the executor or administrator of the estate, or in the event
there is none, then by the person or persons to whom the optionee's
rights under this option shall pass by will or the laws of descent and
distribution. Any exercise of this option after such death may be only
to the extent of the full number of shares the optionee was entitled to
purchase under this option on the date of death, plus a portion of the
additional number of shares, if any, he would have become entitled to
purchase on the next anniversary date of the date of grant of the option
following such death, such portion to be determined by multiplying such
additional number of shares by a fraction, the numerator of which shall
be the number of days from the anniversary Date of the Date of grant
preceding such death to the Date of death and the denominator of which
shall be 365. Such portion shall be rounded, if necessary, to the
nearest whole share.
3. Manner of Exercise.
This option shall be exercised by giving written notice to the Company
addressed in the manner specified in paragraph 7, specifying the number of
shares to be purchased and accompanied by payment in full in cash, or in
whole or in part in Common Stock, as provided in paragraph 9, for the shares
purchased.
3
<PAGE> 4
4. Nontransferability of Option.
This option shall not be transferable except to the executor or administrator
of the Optionee's estate or to the Optionee's heirs or legatees, and shall be
exercisable during the Optionee's lifetime only by the Optionee. This option
may, however, be surrendered to the Company for cancellation for such
consideration and upon such terms as may be mutually agreed upon by the
Company and the Optionee.
5. Adjustment of Shares and Price Per Share.
The number of shares subject to this option shall be adjusted as follows:
p. In the event the Company's outstanding common stock is changed by any
stock dividend, stock split, or combination of shares, the number of
shares subject to this option shall be proportionately adjusted, without
change in the aggregate purchase price.
q. Except as provided in subsection (d) hereof, in the event of any merger,
consolidation, or reorganization of the Company with any other
corporation or corporations, there shall be substituted on an equitable
basis, for each share of common stock then subject to this option, an
option for the number and kind of shares of stock or other securities to
which the holders of common stock of the Company will be entitled
pursuant to the transaction.
r. In the event of any other relevant change in the capitalization of the
Company, this option and the purchase price per share shall be equitably
adjusted.
s. In the event of a merger described in Section 368(a)(2)(E) of the
Internal Revenue Code of 1986 in
4
<PAGE> 5
which the Company is the surviving corporation, this option shall
terminate and thereupon become null and void but only if the controlling
corporation shall agree to exchange its options for this option; but the
Optionee shall have the right, immediately prior to such merger, to
exercise this option, without regard to any otherwise applicable
restriction as to time of exercise, other than expiration of the Option
Period.
t. Upon the dissolution of the Company, this option shall terminate and
thereafter become null and void; but the Optionee shall have the right,
immediately prior to such dissolution, to exercise this option without
regard to any otherwise applicable restriction as to time of exercise,
other than expiration of the Option Period.
6. Compliance with Applicable Law.
The exercise of this option is subject to the obtaining of any consent or
approval of any governmental or other regulatory body which the Board of
Directors, in its discretion, deems necessary or desirable.
7. Other Provisions.
j. The holder of this option shall not be entitled to any rights of a
shareholder of the Company with respect to any shares subject to this
option until such shares have been paid for in full and issued to him.
k. Nothing in this Certificate shall be construed as limiting any rights
which the Company or any parent or subsidiary corporation of the Company
5
<PAGE> 6
may have to terminate at any time the employment of the Optionee.
l. Notice to the Company hereunder shall be addressed to the attention of
its Secretary at its corporate office at 5861 Edison Place, Carlsbad,
California 92008.
8. Incorporation of Plan by Reference.
EXCEPT AS MODIFIED OR AMPLIFIED BY THE SPECIFIC TERMS OF THIS AGREEMENT, ALL
OF THE TERMS AND PROVISIONS OF THE WILSHIRE TECHNOLOGIES, INC. 1995 STOCK
OPTION PLAN (THE "PLAN"), A COPY OF WHICH IS ATTACHED HERETO AS EXHIBIT A,
ARE INCORPORATED HEREIN AND MADE A PART HEREOF AS IF SET FORTH AT LENGTH
HEREIN.
9. Optional Form of Payment for Shares.
Payment for any number of shares of stock of the Company purchased pursuant
to the exercise of this option may, at the election of the Optionee, be made
by delivering to the Company a number of shares of the Common Stock of the
Company, which the Optionee has owned for at least six months, with a Fair
Market Value (as defined in the Plan), on the date this option is exercised,
equal to the option exercise price for such shares.
WILSHIRE TECHNOLOGIES, INC.
By: /s/ Kevin Mulvihill
----------------------------------------
President & Chief Executive Officer
6
<PAGE> 7
I hereby accept the foregoing stock option on the terms and conditions
hereinabove stated.
OPTIONEE,
---------------------
(Please print or type)
Date:______________ Signature:_________________
7
<PAGE> 8
EXERCISE OF OPTION
The undersigned hereby irrevocably elects to exercise the right to
purchase _______________ shares of Common Stock of Wilshire Technologies, Inc.
(the "Shares"), such right being represented by the Stock Option granted to me
on ______________ and herewith tenders payment for the Shares to the order of
Wilshire Technologies, Inc., in the amount of $________________ (equal to [the
number of shares] multiplied by $_________ [the exercise price stated in the
Stock Option]).
The undersigned requests that a certificate for the Shares be
registered in the of ____________, and delivered to, the undersigned at the
following address: _________________
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
----------------------------------------
(Please print or type)
Date:___________ Signature_______________________________
Social Security Number______-___-_______
8
<PAGE> 1
EXHIBT 10.156
WILSHIRE TECHNOLOGIES, INC.
NON-QUALIFIED STOCK OPTION
1995 STOCK OPTION PLAN
THIS IS TO CERTIFY that on AUGUST 13, 1999, WILSHIRE TECHNOLOGIES, INC., a
California corporation (the "Company") has granted to RALPH V. WHITWORTH (the
"Optionee") an option to purchase 12,500 shares of common stock of the Company,
no par value, at a price of $0.30 per share, upon the terms and conditions
hereinafter stated, to all of which the Optionee, by the acceptance hereof,
assents.
1. Option Period and Conditions on Exercise.
The option shall not be exercisable with respect to any of the shares subject
to the option after AUGUST 13, 2004 and the option shall not be exercisable
with respect to fractional shares.
This option vests as follows:
As to 12,500 shares on AUGUST 13, 1999
1
<PAGE> 2
2. Effect of Termination of Employment/Effect of Death.
m. If the Optionee is an officer, employee or director of the Company and
ceases to be such for any reason other than death or termination for
cause, Optionee may exercise this option in accordance with its terms
only for a period of ninety days after such cessation (but not beyond
the Option Period). Any exercise of this option after such cessation may
be only to the extent of the full number of shares the Optionee was
entitled to purchase under this option on the Date of such cessation,
plus a portion of the additional number of shares, if any, he would have
become entitled to purchase on the next anniversary Date of the Date of
grant of the option following such cessation, such portion to be
determined by multiplying such additional number of shares by a
fraction, the numerator of which is the number of days from the
anniversary Date of the Date of grant preceding such cessation to the
Date of such cessation and the denominator of which is 365. Such portion
shall be rounded, if necessary, to the nearest whole share.
n. If the termination of the Optionee's position as an officer or employee
of the Company is for cause (as determined in the sole judgment of the
Board of Directors), this option shall thereupon be cancelled and the
Optionee shall have no right to exercise any part of this option after
such termination.
o. If the Optionee dies, this option continues in effect and may be
exercised in accordance with its terms for twelve months from the date
of the Optionee's death (but not beyond the Option
2
<PAGE> 3
Period) by the executor or administrator of the estate, or in the event
there is none, then by the person or persons to whom the optionee's
rights under this option shall pass by will or the laws of descent and
distribution. Any exercise of this option after such death may be only
to the extent of the full number of shares the optionee was entitled to
purchase under this option on the date of death, plus a portion of the
additional number of shares, if any, he would have become entitled to
purchase on the next anniversary date of the date of grant of the option
following such death, such portion to be determined by multiplying such
additional number of shares by a fraction, the numerator of which shall
be the number of days from the anniversary Date of the Date of grant
preceding such death to the Date of death and the denominator of which
shall be 365. Such portion shall be rounded, if necessary, to the
nearest whole share.
3. Manner of Exercise.
This option shall be exercised by giving written notice to the Company
addressed in the manner specified in paragraph 7, specifying the number of
shares to be purchased and accompanied by payment in full in cash, or in
whole or in part in Common Stock, as provided in paragraph 9, for the shares
purchased.
3
<PAGE> 4
4. Nontransferability of Option.
This option shall not be transferable except to the executor or administrator
of the Optionee's estate or to the Optionee's heirs or legatees, and shall be
exercisable during the Optionee's lifetime only by the Optionee. This option
may, however, be surrendered to the Company for cancellation for such
consideration and upon such terms as may be mutually agreed upon by the
Company and the Optionee.
5. Adjustment of Shares and Price Per Share.
The number of shares subject to this option shall be adjusted as follows:
u. In the event the Company's outstanding common stock is changed by any
stock dividend, stock split, or combination of shares, the number of
shares subject to this option shall be proportionately adjusted, without
change in the aggregate purchase price.
v. Except as provided in subsection (d) hereof, in the event of any merger,
consolidation, or reorganization of the Company with any other
corporation or corporations, there shall be substituted on an equitable
basis, for each share of common stock then subject to this option, an
option for the number and kind of shares of stock or other securities to
which the holders of common stock of the Company will be entitled
pursuant to the transaction.
w. In the event of any other relevant change in the capitalization of the
Company, this option and the purchase price per share shall be equitably
adjusted.
x. In the event of a merger described in Section 368(a)(2)(E) of the
Internal Revenue Code of 1986 in
4
<PAGE> 5
which the Company is the surviving corporation, this option shall
terminate and thereupon become null and void but only if the controlling
corporation shall agree to exchange its options for this option; but the
Optionee shall have the right, immediately prior to such merger, to
exercise this option, without regard to any otherwise applicable
restriction as to time of exercise, other than expiration of the Option
Period.
y. Upon the dissolution of the Company, this option shall terminate and
thereafter become null and void; but the Optionee shall have the right,
immediately prior to such dissolution, to exercise this option without
regard to any otherwise applicable restriction as to time of exercise,
other than expiration of the Option Period.
6. Compliance with Applicable Law.
The exercise of this option is subject to the obtaining of any consent or
approval of any governmental or other regulatory body which the Board of
Directors, in its discretion, deems necessary or desirable.
7. Other Provisions.
m. The holder of this option shall not be entitled to any rights of a
shareholder of the Company with respect to any shares subject to this
option until such shares have been paid for in full and issued to him.
n. Nothing in this Certificate shall be construed as limiting any rights
which the Company or any parent or subsidiary corporation of the Company
5
<PAGE> 6
may have to terminate at any time the employment of the Optionee.
o. Notice to the Company hereunder shall be addressed to the attention of
its Secretary at its corporate office at 5861 Edison Place, Carlsbad,
California 92008.
8. Incorporation of Plan by Reference.
EXCEPT AS MODIFIED OR AMPLIFIED BY THE SPECIFIC TERMS OF THIS AGREEMENT, ALL
OF THE TERMS AND PROVISIONS OF THE WILSHIRE TECHNOLOGIES, INC. 1995 STOCK
OPTION PLAN (THE "PLAN"), A COPY OF WHICH IS ATTACHED HERETO AS EXHIBIT A,
ARE INCORPORATED HEREIN AND MADE A PART HEREOF AS IF SET FORTH AT LENGTH
HEREIN.
9. Optional Form of Payment for Shares.
Payment for any number of shares of stock of the Company purchased pursuant
to the exercise of this option may, at the election of the Optionee, be made
by delivering to the Company a number of shares of the Common Stock of the
Company, which the Optionee has owned for at least six months, with a Fair
Market Value (as defined in the Plan), on the date this option is exercised,
equal to the option exercise price for such shares.
WILSHIRE TECHNOLOGIES, INC.
By /s/Kevin T. Mulvihill
-----------------------------------------
President & Chief Executive Officer
6
<PAGE> 7
I hereby accept the foregoing stock option on the terms and conditions
hereinabove stated.
OPTIONEE,
---------------------
(Please print or type)
Date:______________ Signature:_________________
7
<PAGE> 8
EXERCISE OF OPTION
The undersigned hereby irrevocably elects to exercise the right to
purchase _______________ shares of Common Stock of Wilshire Technologies, Inc.
(the "Shares"), such right being represented by the Stock Option granted to me
on ______________ and herewith tenders payment for the Shares to the order of
Wilshire Technologies, Inc., in the amount of $________________ (equal to [the
number of shares] multiplied by $_________ [the exercise price stated in the
Stock Option]).
The undersigned requests that a certificate for the Shares be
registered in the of ____________, and delivered to, the undersigned at the
following address: _________________
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
----------------------------------------
(Please print or type)
Date:___________ Signature_______________________________
Social Security Number______-___-_______
8
<PAGE> 1
EXHIBIT 10.157
WILSHIRE TECHNOLOGIES, INC.
NON-QUALIFIED STOCK OPTION
1995 STOCK OPTION PLAN
THIS IS TO CERTIFY that on AUGUST 13, 1999, WILSHIRE TECHNOLOGIES, INC., a
California corporation (the "Company") has granted to JOHN VAN EGMOND (the
"Optionee") an option to purchase 12,500 shares of common stock of the Company,
no par value, at a price of $0.30 per share, upon the terms and conditions
hereinafter stated, to all of which the Optionee, by the acceptance hereof,
assents.
1. Option Period and Conditions on Exercise.
The option shall not be exercisable with respect to any of the shares subject
to the option after AUGUST 13, 2004 and the option shall not be exercisable
with respect to fractional shares.
This option vests as follows:
As to 12,500 shares on AUGUST 13, 1999
1
<PAGE> 2
2. Effect of Termination of Employment/Effect of Death.
p. If the Optionee is an officer, employee or director of the Company and
ceases to be such for any reason other than death or termination for
cause, Optionee may exercise this option in accordance with its terms
only for a period of ninety days after such cessation (but not beyond
the Option Period). Any exercise of this option after such cessation may
be only to the extent of the full number of shares the Optionee was
entitled to purchase under this option on the Date of such cessation,
plus a portion of the additional number of shares, if any, he would have
become entitled to purchase on the next anniversary Date of the Date of
grant of the option following such cessation, such portion to be
determined by multiplying such additional number of shares by a
fraction, the numerator of which is the number of days from the
anniversary Date of the Date of grant preceding such cessation to the
Date of such cessation and the denominator of which is 365. Such portion
shall be rounded, if necessary, to the nearest whole share.
q. If the termination of the Optionee's position as an officer or employee
of the Company is for cause (as determined in the sole judgment of the
Board of Directors), this option shall thereupon be cancelled and the
Optionee shall have no right to exercise any part of this option after
such termination.
r. If the Optionee dies, this option continues in effect and may be
exercised in accordance with its terms for twelve months from the date
of the Optionee's death (but not beyond the Option
2
<PAGE> 3
Period) by the executor or administrator of the estate, or in the event
there is none, then by the person or persons to whom the optionee's
rights under this option shall pass by will or the laws of descent and
distribution. Any exercise of this option after such death may be only
to the extent of the full number of shares the optionee was entitled to
purchase under this option on the date of death, plus a portion of the
additional number of shares, if any, he would have become entitled to
purchase on the next anniversary date of the date of grant of the option
following such death, such portion to be determined by multiplying such
additional number of shares by a fraction, the numerator of which shall
be the number of days from the anniversary Date of the Date of grant
preceding such death to the Date of death and the denominator of which
shall be 365. Such portion shall be rounded, if necessary, to the
nearest whole share.
3. Manner of Exercise.
This option shall be exercised by giving written notice to the Company
addressed in the manner specified in paragraph 7, specifying the number of
shares to be purchased and accompanied by payment in full in cash, or in
whole or in part in Common Stock, as provided in paragraph 9, for the shares
purchased.
3
<PAGE> 4
4. Nontransferability of Option.
This option shall not be transferable except to the executor or administrator
of the Optionee's estate or to the Optionee's heirs or legatees, and shall be
exercisable during the Optionee's lifetime only by the Optionee. This option
may, however, be surrendered to the Company for cancellation for such
consideration and upon such terms as may be mutually agreed upon by the
Company and the Optionee.
5. Adjustment of Shares and Price Per Share.
The number of shares subject to this option shall be adjusted as follows:
z. In the event the Company's outstanding common stock is changed by any
stock dividend, stock split, or combination of shares, the number of
shares subject to this option shall be proportionately adjusted, without
change in the aggregate purchase price.
aa. Except as provided in subsection (d) hereof, in the event of any merger,
consolidation, or reorganization of the Company with any other
corporation or corporations, there shall be substituted on an equitable
basis, for each share of common stock then subject to this option, an
option for the number and kind of shares of stock or other securities to
which the holders of common stock of the Company will be entitled
pursuant to the transaction.
bb. In the event of any other relevant change in the capitalization of the
Company, this option and the purchase price per share shall be equitably
adjusted.
cc. In the event of a merger described in Section 368 (a)(2)(E) of the
Internal Revenue Code of 1986 in
4
<PAGE> 5
which the Company is the surviving corporation, this option shall
terminate and thereupon become null and void but only if the controlling
corporation shall agree to exchange its options for this option; but the
Optionee shall have the right, immediately prior to such merger, to
exercise this option, without regard to any otherwise applicable
restriction as to time of exercise, other than expiration of the Option
Period.
dd. Upon the dissolution of the Company, this option shall terminate and
thereafter become null and void; but the Optionee shall have the right,
immediately prior to such dissolution, to exercise this option without
regard to any otherwise applicable restriction as to time of exercise,
other than expiration of the Option Period.
6. Compliance with Applicable Law.
The exercise of this option is subject to the obtaining of any consent or
approval of any governmental or other regulatory body which the Board of
Directors, in its discretion, deems necessary or desirable.
7. Other Provisions.
p. The holder of this option shall not be entitled to any rights of a
shareholder of the Company with respect to any shares subject to this
option until such shares have been paid for in full and issued to him.
q. Nothing in this Certificate shall be construed as limiting any rights
which the Company or any parent or subsidiary corporation of the Company
5
<PAGE> 6
may have to terminate at any time the employment of the Optionee.
r. Notice to the Company hereunder shall be addressed to the attention of
its Secretary at its corporate office at 5861 Edison Place, Carlsbad,
California 92008.
8. Incorporation of Plan by Reference.
EXCEPT AS MODIFIED OR AMPLIFIED BY THE SPECIFIC TERMS OF THIS AGREEMENT, ALL
OF THE TERMS AND PROVISIONS OF THE WILSHIRE TECHNOLOGIES, INC. 1995 STOCK
OPTION PLAN (THE "PLAN"), A COPY OF WHICH IS ATTACHED HERETO AS EXHIBIT A,
ARE INCORPORATED HEREIN AND MADE A PART HEREOF AS IF SET FORTH AT LENGTH
HEREIN.
9. Optional Form of Payment for Shares.
Payment for any number of shares of stock of the Company purchased pursuant
to the exercise of this option may, at the election of the Optionee, be made
by delivering to the Company a number of shares of the Common Stock of the
Company, which the Optionee has owned for at least six months, with a Fair
Market Value (as defined in the Plan), on the date this option is exercised,
equal to the option exercise price for such shares.
WILSHIRE TECHNOLOGIES, INC.
By /s/Kevin T. Mulvihill
-----------------------------------------
President & Chief Executive Officer
6
<PAGE> 7
I hereby accept the foregoing stock option on the terms and conditions
hereinabove stated.
OPTIONEE,
---------------------
(Please print or type)
Date:______________ Signature:_________________
7
<PAGE> 8
EXERCISE OF OPTION
The undersigned hereby irrevocably elects to exercise the right to
purchase _______________ shares of Common Stock of Wilshire Technologies, Inc.
(the "Shares"), such right being represented by the Stock Option granted to me
on ______________ and herewith tenders payment for the Shares to the order of
Wilshire Technologies, Inc., in the amount of $________________ (equal to [the
number of shares] multiplied by $_________ [the exercise price stated in the
Stock Option]).
The undersigned requests that a certificate for the Shares be
registered in the of ____________, and delivered to, the undersigned at the
following address: _________________
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
----------------------------------------
(Please print or type)
Date:___________ Signature_______________________________
Social Security Number______-___-_______
8
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
UNAUDITED FORM 10-QSB FOR THE PERIOD ENDED AUGUST 31, 1999 AND IS QUALIFIED IN
ITS ENTIRETY BY REFERENCE TO SUCH 10-Q.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> NOV-30-1999
<PERIOD-START> DEC-01-1998
<PERIOD-END> AUG-31-1999
<CASH> 78
<SECURITIES> 0
<RECEIVABLES> 232
<ALLOWANCES> 7
<INVENTORY> 1,402
<CURRENT-ASSETS> 2,011
<PP&E> 3,547
<DEPRECIATION> 396
<TOTAL-ASSETS> 6,026
<CURRENT-LIABILITIES> 13,221
<BONDS> 0
0
0
<COMMON> 25,912
<OTHER-SE> (33,107)
<TOTAL-LIABILITY-AND-EQUITY> 6,026
<SALES> 567
<TOTAL-REVENUES> 567
<CGS> 1,021
<TOTAL-COSTS> 1,733
<OTHER-EXPENSES> 1
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 310
<INCOME-PRETAX> (1,475)
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (1,475)
<EPS-BASIC> (0.11)
<EPS-DILUTED> (0.11)
</TABLE>
