As filed with the Securities and Exchange Commission on December 1, 1997.
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
------------------
CHROMATICS COLOR SCIENCES INTERNATIONAL, INC.
(Exact name of issuer as specified in its charter)
New York 13-3253392
(State or other jurisdiction of (I.R.S Employer
incorporation or organization) Identification Number)
5 East 80th Street
New York, New York 10022
(Address of principal executive offices)
-------------------
Chromatics Color Sciences International, Inc.
1992 Stock Option Plan
(Full title of the plan)
-------------------
Darby Simpson Macfarlane Copy to:
Chief Executive Officer Eric M. Lerner, Esq.
5 East 80th Street Rosenman & Colin LLP
New York, New York 10022 575 Madison Avenue
(212) 717-6544 New York, New York 10022
(Name, address and telephone (212) 940-7157
number of agent for service)
-------------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
======================================================================================
Title of Proposed maximum Proposed maximum Amount of
securities to Amount to be offering price aggregate offering registration
be registered registered per share* price* fee
======================================================================================
<S> <C> <C> <C> <C>
Common Stock,
par value $0.001
per share (1) 1,000,000 $14.50 $14,500,000 $4,394
================================================================================
</TABLE>
* Estimated solely for the purpose of calculating the registration fee;
computed, pursuant to Rule 457, upon the basis of the average closing bid and
asked prices of the Common Stock as quoted on the NASDAQ Small Cap Market on
November 24, 1997.
(1) All such shares are issuable pursuant to options available for grant under
the Registrant's 1992 Stock Option Plan, as amended.
-------------------
<PAGE>
Chromatics Color Sciences International, Inc. (the "Company") has
previously filed with the Securities and Exchange Commission (the "Commission")
on March 10, 1993, a Registration Statement on Form S-8 (Registration No.
33-59382) with respect to the registration of 300,000 shares of Common Stock,
$.001 par value per share (the "Common Stock"), of the Company issued or
issuable upon the exercise of 300,000 stock options granted or to be granted
pursuant to the 1992 Stock Option Plan, as amended, or otherwise. The contents
of such Registration Statement (Registration No. 33- 59382) are incorporated
herein by reference.
The Company has previously filed with the Commission a Registration
Statement on February 1, 1995 on Form S-8 (Registration No. 33-89056) with
respect to the registration of 100,000 shares of the Common Stock, of the
Company issued or issuable upon the exercise of 100,000 stock options granted or
to be granted, pursuant to the 1992 Stock Option Plan, as amended, or otherwise.
The contents of such Registration Statement (Registration No. 33-89056) are
incorporated herein by reference.
The Company has previously filed with the Commission a Registration
Statement on October 13, 1995, on Form S-8 (Registration No. 33-98140) with
respect to the registration of 730,780 shares of the Common Stock, of the
Company issued or issuable upon the exercise of 730,780 stock options granted or
to be granted, pursuant to the 1992 Stock Option Plan, as amended, or otherwise.
The contents of such Registration Statement (Registration No. 33-98140) are
incorporated herein by reference.
PART II
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents, filed by the Company with the Commission pursuant
to the Securities Exchange Act of 1934 (File No. 0-21168) are incorporated in
this Registration Statement by reference:
(a) The Company's Annual Report on Form 10-KSB for the fiscal year ended
December 31, 1996.
(b) The Company's Quarterly Report on Form 10-QSB for the quarter ended
March 31, 1997.
(c) The Company's Quarterly Report on Form 10-QSB for the quarter ended
June 30, 1997.
(d) The Company's Quarterly Report on Form 10-QSB for the quarter ended
September 30, 1997.
II - 2
<PAGE>
(e) The Company's Current Report on Form 8-K dated March 22, 1996.
(f) The Company's Current Report on Form 8-K dated May 8, 1996.
(g) The Company's Current Report on Form 8-K dated January 7, 1997.
(h) The Company's Current Report on Form 8-K dated April 30, 1997.
(i) The Company's Current Report on Form 8-K dated May 29, 1997.
(j) The Company's Current Report on Form 8-K dated July 16, 1997.
(k) The Company's Current Report on Form 8-K dated August 4, 1997.
(l) The Company's Current Report on Form 8-K dated September 18, 1997.
(m) The information in respect of the Common Stock under the caption
"Description of Securities" contained in the Company's Post-Effective Amendment
No. 2 on Form S-3 (Registration No. 33-54256) filed with the Commission on July
7, 1995 and declared effective on July 18, 1995.
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 hereto indicating 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 of this Registration Statement from the respective dates of filings of such
documents.
ITEM 8. EXHIBITS
The following Exhibits are filed as part of this Registration
Statement:
5 - Opinion of Rosenman & Colin LLP.
10.1 - 1992 Stock Option Plan (as amended through May 1996).
23(a) - Consent of Wiss & Company, LLP (included on page II-5).
23(b) - Consent of Rosenman & Colin LLP (included in Exhibit 5).
II - 3
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all 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 New York, State of New York, on the 26th day of
November, 1997.
CHROMATICS COLOR SCIENCES
INTERNATIONAL, INC.
(Registrant)
By /s/ Darby S. Macfarlane
--------------------------------------
Darby S. Macfarlane
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 dates indicated.
Signature Title Date
--------- ----- ----
/s/ Darby S. Macfarlane Chairperson of the November 26, 1997
- ------------------------- Board; Chief Executive
Darby S. Macfarlane Officer; Assistant
Treasurer; Director
/s/ David K. Macfarlane Vice President, Research November 26, 1997
- ------------------------- and Development; Director
David K. Macfarlane
/s/ Leslie Foglesong Secretary; Treasurer; November 26, 1997
- ------------------------- Director
Leslie Foglesong (principal financial and
accounting officer)
II - 4
<PAGE>
CONSENT OF INDEPENDENT AUDITORS
We hereby consent to the incorporation by reference, in this Registration
Statement on Form S-8, of our report dated February 19, 1997, relating to the
consolidated financial statements of Chromatics Color Sciences International,
Inc. and subsidiary included in the Annual Report on Form 10-KSB of Chromatics
Color Sciences International, Inc. for the year ended December 31, 1996.
WISS & COMPANY, LLP
/s/ Wiss & Company
Livingston, New Jersey
October 28, 1997
II - 5
<PAGE>
EXHIBIT INDEX
Document
5 - Opinion of Rosenman & Colin LLP.
10.1 - 1992 Stock Option Plan (as amended through May 1996).
23(a) - Consent of Wiss & Company, LLP (included on page II-5).
23(b) - Consent of Rosenman & Colin LLP (included in Exhibit 5).
November 26, 1997 Exhibit 5
Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Chromatics Color Sciences International, Inc.
Ladies/Gentlemen:
We refer to the Registration Statement on Form S-8 to be filed by Chromatics
Color Sciences International, Inc. (the "Company"), a New York corporation, with
the Securities and Exchange Commission with respect to the registration of an
additional 1,000,000 shares of the Company's common stock, par value $0.001 per
share, for issuance under the Company's 1992 Stock Option Plan (the "Plan").
We have made such examination as we have deemed necessary for the purpose of
this opinion. Based upon such examination, it is our opinion that said 1,000,000
shares have been duly authorized and, upon issuance in accordance with the terms
of stock option agreements or certificates issued under the Plan and otherwise
in accordance with the Plan, will be validly issued, fully paid and
non-assessable.
We hereby consent to the use of this opinion as Exhibit 5 to the Registration
Statement.
Very truly yours,
ROSENMAN & COLIN LLP
By /s/ Eric M. Lerner
-----------------------
A Partner
CHROMATICS INTERNATIONAL, INC.
1992 STOCK OPTION PLAN
(as amended through May 1996)
1. Purpose.
The purposes of this 1992 Stock Option Plan (the "Plan") are to induce
certain individuals to remain in the employ or service of Chromatics
International, Inc. (the "Company") and its present and future subsidiary
corporations (each a "Subsidiary"), as defined in Section 425(f) of the Internal
Revenue Code of 1986, as amended (the "Code"), to attract new individuals to
enter into such employment and service and to encourage such individuals to
secure or increase on reasonable terms their stock ownership in the Company. The
Board of Directors of the Company (the "Board") believes that the granting of
stock options (the "Options") under the Plan will promote continuity of
management and increased incentive and personal interest in the welfare of the
Company and aid in securing its continued growth and financial success. Options
granted hereunder are intended to be either (a) "incentive stock options" (which
term, when used herein, shall have the meaning ascribed thereto by the
provisions of Section 422(b) of the Code) or (b) options which are not incentive
stock options ("non-incentive stock options") or (c) a combination thereof, as
determined by the Committee (the "Committee") referred to in Section 4(A) hereof
at the time of the grant thereof.
<PAGE>
2. Stock Subject to Plan.
Two million of the authorized but unissued shares of the Common Stock are
available for issuance upon the exercise of Options granted under the Plan;
provided, however, that such number of shares may from time to time be reduced
to the extent that a corresponding number of issued and outstanding shares of
the Common Stock are purchased by the Company and set aside for issuance upon
the exercise of Options, and the number of shares issued upon the exercise of
Options granted under the Plan shall be determined without giving effect to the
use by a Participant of the right set forth in Section 8(C) hereof to deliver
shares of the Common Stock in payment of all or a portion of the option price
with respect to an Option and the use by a Participant of the right set forth in
Section 12(C) hereof to cause the Company to withhold from the shares of the
Common Stock otherwise issuable to him upon the exercise of an Option shares of
the Common Stock in payment of all or a portion of his withholding obligation
arising from such exercise. If any Options expire or terminate for any reason
without having been exercised in full, the unpurchased shares subject thereto
shall again be available for the purpose of the Plan.
3. Administration.
(A) The Plan shall be administered by a Committee which shall consist of
two or more members of the Board, both or all of whom shall be "disinterested
persons" within the meaning of Rule
2
<PAGE>
16b-3(c)(2)(i) promulgated under Section 16(b) of the Securities Exchange Act of
1934 (the "Exchange Act") if the Company shall then have a class of its
securities registered under Section 12 of the Exchange Act. The Chief Executive
Officer of the Company shall also be a member of the Committee, ex-officio,
whether or not he is otherwise eligible to be a member of the Committee. The
Committee shall be appointed annually by the Board, which may at any time and
from time to time remove any members of the Committee, with or without cause,
appoint additional members to the Committee and fill vacancies, however caused,
in the Committee. A majority of the members of the Committee shall constitute a
quorum. All determinations of the Committee shall be made by a majority of its
members present at a meeting duly called and held. Any decision or determination
of the Committee reduced to writing and signed by all of the members of the
Committee shall be fully as effective as if it had been made at a meeting duly
called and held.
(B) Subject to the express provisions of the Plan, the Committee shall
have complete authority, in its discretion, to interpret the Plan, to prescribe,
amend and rescind rules and regulations relating to it, to determine the terms
and provisions of the respective option agreements or certificates (which need
not be identical), to determine the individuals (each a "Participant") to whom
and the times and the prices at which Options shall be granted, the periods
during which each Option shall be exercisable, the number of shares of the
Common Stock to
3
<PAGE>
be subject to each Option and whether such Option shall be an incentive stock
option or a non-incentive stock option and to make all other determinations
necessary or advisable for the administration of the Plan. In making such
determinations, the Committee may take into account the nature of the services
rendered by the respective employees, their present and potential contributions
to the success of the Company and the Subsidiaries and such other factors as the
Committee in its discretion shall deem relevant. The Committee's determination
on the matters referred to in this Section 4(B) shall be conclusive. Any dispute
or disagreement which may arise under or as a result of or with respect to any
Option shall be determined by the Committee, in its sole discretion, and any
interpretations by the Committee of the terms of any Option shall be final,
binding and conclusive.
(C) If a Committee shall not be established as set forth in Section 4(A)
hereof, the Board shall perform the duties and functions ascribed in this Plan
to the Committee.
4. Eligibility.
An Option may be granted only to (1) employees of the Company or a
Subsidiary, (2) independent contractors hired by the Company or a Subsidiary to
provide, on a regular basis for compensation, consulting services for the
Company or a Subsidiary and (3) employees of a corporation which has been
acquired by the Company or a Subsidiary, whether by way of exchange or purchase
4
<PAGE>
of stock, purchase of assets, merger or reverse merger, or otherwise, who hold
options with respect to the stock of such corporation which the Company has
agreed to assume.
5. Option Prices.
(A) Except as otherwise provided in Section 16 hereof, the initial per
share option price of any Option which is an incentive stock option shall not be
less than the fair market value of a share of the Common Stock on the date of
grant; provided, however, that, in the case of a Participant who owns more than
10% of the total combined voting power of the Common Stock at the time an Option
which is an incentive stock option is granted to him, the initial per share
option price shall not be less than 110% of the fair market value of a share of
the Common Stock on the date of grant.
(B) Except as otherwise provided in Section 16 hereof, the initial per
share option price of any Option which is a non-incentive stock option shall not
be less than 85% of the fair market value of a share of the Common Stock on the
date of grant.
(C) For all purposes of this Plan, the fair market value of a share of the
Common Stock on any date shall be equal to the closing sale price of a share of
the Common Stock on the primary securities exchange on which the shares of the
Common Stock are traded on such date or, if there is no sale of the Common Stock
on such date, the average of the bid and asked prices on such exchange at the
close of trading on such date or, if the shares
5
<PAGE>
of the Common Stock are not listed on a securities exchange on such date, the
average of the bid and asked prices in the over-the-counter market or, if the
shares are not traded on a securities exchange or the over-the-counter market,
the fair market value of a share of the Common Stock on such date as shall be
determined in good faith by the Committee.
6. Option Term.
Participants shall be granted Options for such term as the Committee shall
determine, not in excess of ten years from the date of the granting thereof;
provided, however, that, except as otherwise provided in Section 16 hereof, in
the case of a Participant who owns more than 10% of the total combined voting
power of the Common Stock at the time an Option which is an incentive stock
option is granted to him, the term with respect to such Option shall not be in
excess of five years from the date of the granting thereof. 7. Limitation on
Amount of Incentive Stock Options Granted.
Except as otherwise provided in Section 16 hereof, the aggregate fair
market value of the shares of the Common Stock for which any Participant may be
granted incentive stock options which are exercisable for the first time in any
calendar year (whether under the terms of the Plan or any other stock option
plan of the Company) shall not exceed $100,000.
6
<PAGE>
8. Exercise of Options.
(A) Except as otherwise provided in Section 16 hereof and except as
otherwise determined by the Committee at the time of the grant thereof, a
Participant may (i) during the period commencing on the first anniversary of the
date of the granting of an Option to him and ending on the day next preceding
the second anniversary of such date, exercise such Option with respect to up to
one-third of the shares granted thereby, (ii) during the period commencing on
such second anniversary and ending on the day next preceding the third
anniversary of the date of the granting of such Option, exercise such Option
with respect to up to two-thirds of the shares granted thereby, and (iii) during
the period commencing on such third anniversary, exercise such Option with
respect to all of the shares granted thereby.
(B) Except as hereinbefore otherwise set forth, an Option may be exercised
either in whole at any time or in part from time to time.
(C) An Option may be exercised only by a written notice of intent to
exercise such Option with respect to a specific number of shares of the Common
Stock and payment to the Company of the amount of the option price for the
number of shares of the Common Stock so specified; provided, however, that all
or any portion of such payment may be made in kind by the delivery of shares of
the Common Stock having a fair market value on the date of delivery
7
<PAGE>
(as determined in the manner set forth in Section 5(C) hereof) equal to the
portion of the option price so paid; provided, further, however, that, subject
to the requirements of Regulation T (as in effect from time to time) promulgated
under the Exchange Act if the Company then has a class of securities registered
under Section 12 of the Exchange Act, the Committee may implement procedures to
allow a broker chosen by a Participant to make payment of all or any portion of
the option price payable upon the exercise of an Option and receive, on behalf
of such Participant, all or any portion of the shares of the Common Stock
issuable upon such exercise.
(D) The Committee may, in its discretion, permit any Option to be
exercised, in whole or in part, prior to the time when it would otherwise be
exercisable.
9. Transferability.
No Option shall be assignable or transferable except by will and/or by the
laws of descent and distribution and, during the life of any Participant, each
Option granted to him may be exercised only by him.
10. Termination of Service.
(A) In the event a Participant voluntarily leaves the employ or service of
the Company and the Subsidiaries prior to his 65th birthday, other than by
reason of his death or "disability" (as such term is defined in Section 22(e)(3)
of the
8
<PAGE>
Code), or if a Participant's employment is terminated for "cause" (as determined
by the Board of Directors or, if the Participant is party to an employment
agreement with the Company, as such term is defined in said employment
agreement), each Option theretofore granted to him shall, to the extent not
theretofore exercised, terminate forthwith.
(B) In the event a Participant's employment or service with the Company
and the Subsidiaries terminates by reason of his death, each Option theretofore
granted to him shall become immediately exercisable in full and shall terminate
upon the earlier to occur of (i) the expiration of a period of one year after
the date of such Participant's death and (ii) the date specified in such Option.
(C) In the event a Participant leaves the employ or service of the Company
and the Subsidiaries after his 65th birthday or by reason of his disability or
if his employment is terminated without "cause", each Option theretofore granted
to him shall become immediately exercisable in full and shall terminate upon the
earlier to occur of (i) the expiration of the period of three months after the
date of such retirement or disability and (ii) the date specified in such
Option.
9
<PAGE>
11. Adjustment of Number of Shares.
(A) In the event that a dividend shall be declared upon the Common Stock
payable in shares of the Common Stock, the number of shares of the Common Stock
then subject to any Option and the number of shares of the Common Stock
available for issuance in accordance with the provisions of the Plan but not yet
covered by an Option shall be adjusted by adding to each share the number of
shares which would be distributable thereon if such shares had been outstanding
on the date fixed for determining the stockholders entitled to receive such
stock dividend. In the event that the outstanding shares of the Common Stock
shall be changed into or exchanged for a different number or kind of shares of
stock or other securities of the Company or of another corporation, whether
through reorganization, recapitalization, stock split-up, combination of shares,
sale of assets, merger or consolidation, whether or not the Company is the
surviving corporation, then, there shall be substituted for each share of the
Common Stock then subject to any Option and for each share of the Common Stock
available for issuance in accordance with the provisions of the Plan but not yet
covered by an Option, the number and kind of shares of stock or other securities
into which each outstanding share of the Common Stock shall be so changed or for
which each such share shall be exchanged.
(B) In the event that there shall be any change, other than as specified
in Section 11(A) hereof, in the number or kind of outstanding shares of the
Common Stock, or of any stock or other
10
<PAGE>
securities into which the Common Stock shall have been changed, or for which it
shall have been exchanged, then, if the Committee shall, in its sole discretion,
determine that such change equitably requires an adjustment in the number or
kind of shares then subject to any Option and the number or kind of shares
available for issuance in accordance with the provisions of the Plan but not yet
covered by an Option, such adjustment shall be made by the Committee and shall
be effective and binding for all purposes of the Plan and of each stock option
agreement or certificate entered into or issued in accordance with the
provisions of the Plan.
(C) In the case of any substitution or adjustment in accordance with the
provisions of this Section 11, the option price in each stock option agreement
or certificate for each share covered thereby prior to such substitution or
adjustment shall be the option price for all shares of stock or other securities
which shall have been substituted for such share or to which such share shall
have been adjusted in accordance with the provisions of this Section 11.
(D) No adjustment or substitution provided for in this Section 11 shall
require the Company to sell a fractional share under any stock option agreement
or certificate.
(E) In the event of the dissolution or liquidation of the Company, the
Board, in its discretion, may accelerate the exercisability of the Option and
terminate the same within a
11
<PAGE>
reasonable time thereafter.
12. Purchase for Investment, Withholding and Waivers.
(A) Unless the shares to be issued upon the exercise of an Option by a
Participant shall be registered prior to the issuance thereof under the
Securities Act of 1933, such Participant shall, as a condition of the Company's
obligation to issue such shares, be required to give a representation in writing
that he is acquiring such shares for his own account as an investment and not
with a view to, or for sale in connection with, the distribution of any thereof.
(B) In the event of the death of a Participant, an additional condition of
exercising any Option shall be the delivery to the Company of such tax waivers
and other documents as the Committee shall determine.
(C) In the case of each non-incentive stock option, a condition of
exercising the same shall be the entry by the person exercising the same into
such arrangements with the Company with respect to withholding as the Committee
shall determine; provided, however, that such Participant may direct the Company
to satisfy all or a portion of such withholding obligation by withholding from
the shares of the Common Stock issuable to him on such exercise shares of the
Common Stock having a fair market value equal to the portion of the withholding
obligation so satisfied.
12
<PAGE>
13. Declining Market Price.
In the event the fair market value of the Common Stock declines below the
option price set forth in any Option, the Committee may, at any time, adjust,
reduce, cancel and re-grant any unexercised Option or take any similar action it
deems to be for the benefit of the Participant in light of the declining fair
market value of the Common Stock; provided, however, that none of the foregoing
actions may be without the prior approval of the Board.
14. No Stockholder Status; No Restrictions on Corporate Acts; No Employment
Right.
(A) Neither any Participant nor his legal representatives, legatees or
distributees shall be or be deemed to be the holder of any share of the Common
Stock covered by an Option unless and until a certificate for such share has
been issued. Upon payment of the purchase price therefor, a share issued upon
exercise of an Option shall be fully paid and non-assessable.
(B) Neither the existence of the Plan nor any Option shall in any way
affect the right or power of the Company or its stockholders to make or
authorize any or all adjustments, recapitalizations, reorganizations or other
changes in the Company's capital structure or its business, or any merger or
consolidation of the Company, or any issue of bonds, debentures, preferred or
prior preference stock ahead of or affecting the Common Stock or the rights
thereof, or dissolution or liquidation
13
<PAGE>
of the Company, or any sale or transfer of all or any part of its assets or
business, or any other corporate act or proceeding whether of a similar
character or otherwise.
(C) Neither the existence of the Plan nor the grant of any Option shall
require the Company or any Subsidiary to continue any Participant in the employ
or service of the Company or such Subsidiary. 15. Termination and Amendment of
the Plan.
The Board may at any time terminate the Plan or make such modifications of
the Plan as it shall deem advisable; provided, however, that the Board may not,
without further approval of the holders of the shares of the Common Stock,
increase the number of shares of the Common Stock as to which Options may be
granted under the Plan (as adjusted in accordance with the provisions of Section
11 hereof), or change the class of persons eligible to participate in the Plan,
or change the manner of determining the option prices, or extend the period
during which an Option may be granted or exercised. Except as otherwise provided
in Section 16 hereof, no termination or amendment of the Plan may, without the
consent of the Participant to whom any Option shall theretofore have been
granted, adversely affect the rights of such Participant under such Option.
The Plan shall terminate on January 1, 2002 or at such earlier time as the
Board may determine. Options may be granted under the Plan at any time and from
time to time prior to its
14
<PAGE>
termination. Any Option outstanding under the Plan at the time of the
termination of the Plan shall remain in effect until such Option shall have been
exercised or shall have expired in accordance with its terms.
16. Options Granted in Connection With Acquisitions.
In the event that the Committee determines that, in connection with the
acquisition by the Company or a Subsidiary of another corporation which will
become a Subsidiary or division of the Company (such corporation being hereafter
referred to as an "Acquired Subsidiary"), Options may be granted hereunder to
employees and other personnel of an Acquired Subsidiary in exchange for then
outstanding options to purchase securities of the Acquired Subsidiary, such
Options may be granted at such option prices, may be exercisable immediately or
at any time or times either in whole or in part, and may contain such other
provisions not inconsistent with the Plan, or the requirements set forth in
Section 15 hereof that certain amendments to the Plan be approved by the
stockholders of the Company, as the Committee, in its discretion, shall deem
appropriate at the time of the granting of such Options.
15
