<PAGE>
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 10021
(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 10021 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 $15.00 $15,000,000.00 $4,425.00
==============================================================================================
</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
April 24, 1998.
(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.
The Company has previously filed with the Commission a Registration
Statement on December 1, 1997, on Form S-8 (Registration No. 333-41311) with
respect to the registration of 1,000,000 shares of the Common Stock, of the
Company issued or issuable upon the exercise of 1,000,000 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.
333-41311) are incorporated herein by reference.
II - 2
<PAGE>
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-K for the fiscal year ended
December 31, 1997.
(b) The Company's Current Report on Form 8-K dated February 13, 1998.
(c) The Company's Current Report on Form 8-K dated April 21, 1998.
(d) 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.
II - 3
<PAGE>
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 February 1998).
23(a) - Consent of Wiss & Company, LLP (included on page II-6).
23(b) - Consent of Rosenman & Colin LLP (included in Exhibit 5).
II - 4
<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 this
30th day of April, 1998.
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.
<TABLE>
<CAPTION>
Signature Title Date
<S> <C> <C>
/s/ Darby S. Macfarlane Chairperson of the April 30, 1998
- --------------------------- Board; Chief Executive
Darby S. Macfarlane Officer; Assistant
Treasurer; Director
/s/ David K. Macfarlane Vice President, Research April 30, 1998
- --------------------------- and Development; Director
David K. Macfarlane
/s/ Leslie Foglesong Secretary; Treasurer; April 30, 1998
- --------------------------- Director
Leslie Foglesong (principal financial and
accounting officer)
/s/ Edmund Vimond Director April 30, 1998
- ---------------------------
Edmund Vimond
/s/ Edward Mahoney Director April 30, 1998
- ---------------------------
Edward Mahoney
</TABLE>
II - 5
<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 17, 1998, relating to the
consolidated financial statements of Chromatics Color Sciences International,
Inc. and subsidiary included in the Annual Report on Form 10-K of Chromatics
Color Sciences International, Inc. for the year ended December 31, 1997.
/s/ Wiss & Company, LLP
-----------------------
WISS & COMPANY, LLP
Livingston, New Jersey
April 27, 1998
II - 6
<PAGE>
EXHIBIT INDEX
Document
5 - Opinion of Rosenman & Colin LLP.
10.1 - 1992 Stock Option Plan (as amended through February 1998).
23(a) - Consent of Wiss & Company, LLP (included on page II-6).
23(b) - Consent of Rosenman & Colin LLP (included in Exhibit 5).
<PAGE>
Exhibit 5
April 30, 1998
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 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, as amended
(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
<PAGE>
Exhibit 10.1
CHROMATICS COLOR SCIENCES INTERNATIONAL, INC.
1992 STOCK OPTION PLAN
(as amended through February 1998)
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.
Three 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
