<PAGE>
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2)
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting material Pursuant to Sec.240.141-11(C) or
Sec.240.14a-12
INVITRO INTERNATIONAL
- ---------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
N/A
- ----------------------------------------------------------------------
Name of Person(s) Filing Proxy Statement if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(I)(1),
14a-6(I)(2) or Item 22(a)(2) of Schedule 14A
[ ] $500 per each party to the controversy pursuant to Exchange Act
Rule 14a-6(I)(3)
[ ] Fee computed on table below per Exchange Act Rules 14a-6(I)(4)
and 0-11.
1) Title of each class of securities to which transaction applies:
----------------------------------------------------------------
2) Aggregate number of securities to which transaction applies:
----------------------------------------------------------------
3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which
the filing fee is calculated and state how it was determined):
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4) Proposed maximum aggregate value of transaction:
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5) Total fee paid:
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<PAGE>
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
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4) Date Filed:
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<PAGE>
VISTA TECHNOLOGIES INC.
NOTICE OF ANNUAL MEETING
February 4, 1997
Notice is hereby given that the 1997 Annual Meeting of Stockholders of
VISTA TECHNOLOGIES INC., a Nevada corporation (herein called "Vista" or the
"Company"), will be held at the principal offices of the Company, 167 S. San
Antonio Road, Suite 9, Los Altos, California 94022 on Tuesday, February 4,
1997, at 1:00 P.M. local California time. The Annual Meeting will be held for
the following purposes, as more fully described in the attached Proxy
Statement:
1. To elect a Board of four (4) Directors.
2. To consider and vote on a proposal to approve an increase in
shares covered by the Company's 1994 Stock Option Plan to a
total of 2,500,000 shares of Common Stock.
3. To consider and vote on a proposal to approve the 1996 Stock
Compensation Plan covering 250,000 shares of Common Stock.
4. To consider and act upon any other matters which may properly
come before the meeting or any adjournment thereof.
In accordance with the provisions of the Bylaws, the Board of Directors
has fixed the close of business on January 8, 1997 as the record date for the
determination of the holders of Common Stock entitled to notice of and to vote
at the Annual Meeting.
YOUR ATTENTION IS DIRECTED TO THE ACCOMPANYING PROXY STATEMENT.
STOCKHOLDERS WHO DO NOT EXPECT TO ATTEND THE MEETING IN PERSON ARE REQUESTED
TO DATE, SIGN AND MAIL THE ENCLOSED PROXY AS PROMPTLY AS POSSIBLE IN THE
ENCLOSED ENVELOPE OR BY FACSIMILE TRANSMISSION TO THE SECRETARY OF THE COMPANY
AT FAX NUMBER (415) 947-1760.
By Order of the Board of Directors,
Thomas A. Schultz,
President
Los Altos, California
January 10, 1997
<PAGE>
VISTA TECHNOLOGIES INC.
167 South San Antonio Road, Suite 9
Los Altos, California 94022
PROXY STATEMENT
ANNUAL MEETING OF STOCKHOLDERS
February 4, 1997
SOLICITATION OF PROXIES
The enclosed proxy is solicited on behalf of the management and Board of
Directors of VISTA TECHNOLOGIES INC., a Nevada corporation (herein called the
"Company" or "Vista"), for use at the Company's Annual Meeting of Stockholders
and at any and all adjournments thereof. Any stockholder has the power to
revoke his or her proxy at any time before it is voted. A proxy may be
revoked at any time prior to its exercise by delivering a written notice of
revocation to the Secretary of the Company at its principal office address
listed above, by a subsequent proxy executed by the person executing the prior
proxy and presented to the Secretary of the Company, or by attendance at the
meeting and voting in person by the person executing the proxy.
The cost of preparing, assembling and mailing this Notice of Annual
Meeting and Proxy Statement and the enclosed proxy card will be paid by the
Company. Following the mailing of this Proxy Statement, directors, officers
and regular employees of the Company may solicit proxies by mail, telephone,
telegraph or personal interview. Such persons will receive no additional
compensation for such services. Brokerage houses and other nominees,
fiduciaries and custodians nominally holding shares of the Company's common
stock of record will be requested to forward proxy soliciting material to the
beneficial owners of such shares, and will be reimbursed by the Company for
their reasonable charges and expenses in connection therewith. Proxies,
ballots and voting tabulations that identify stockholders will be held
confidential, except in a contested proxy solicitation or where necessary to
meet applicable legal requirements. This Proxy Statement was first mailed to
the Company's shareholders on or about January 13, 1997.
A copy of the Company's 1996 Annual Report to Stockholders, which
includes financial statements for its last fiscal year ended March 31, 1996,
is being concurrently mailed with this Proxy Statement to each shareholder of
record as of the close of business on January 8, 1997.
VOTING SECURITIES AND PRINCIPAL SHAREHOLDERS
Only the holders of record of the Company's common stock at the close of
business on January 8, 1997, the record date for the Annual Meeting, are
entitled to notice of and to vote at the Meeting. The Company had 6,426,112
shares of common stock, par value $0.05 per share (the "Common Stock")
outstanding and entitled to vote as of January 8, 1997. Each share of Common
Stock entitles the holder thereof to one vote on each matter to be acted upon
at the Annual Meeting. Abstentions and broker "non-votes" will be counted in
determining the number of shares present but will not be voted for any
proposal and therefore will have the same effect as abstentions on each
proposal presented to the Meeting.
The following table sets forth information (except as otherwise
indicated by footnote) as of January 8, 1997 as to Vista Common Stock owned by
(i) each person known by management to beneficially own more than 5% of the
Company's outstanding Common Stock, (ii) each of the Company's directors and
nominees for election as directors, and (iii) all executive officers,
directors and nominees as a group:
<PAGE>
<TABLE>
<CAPTION>
Common Stock (1)
------------------------------------------------------------
Shares Beneficially Owned
Before Effect of Proxies
Granted to the Company's
Board of Directors (2) Voting Rights Only (3)
--------------------------- ----------------------------
Name or Group (1) No. of Shares % of Class No. of Shares % of Class
- ------------------------- --------------- ---------- ---------------- ----------
<S> <C> <C> <C> <C> <C> <C>
DIRECTORS AND NOMINEES:
Dr. J. Charles Casebeer .................... 20,000 (4) 0.3% -0- --
Dr. Donald G. Johnson ...................... 20,000 (5) 0.3% -0- --
Thomas A. Schultz .......................... 150,000 (6) 2.3% -0- --
Murray D. Watson ........................... 3,997,000 *(7) 57.2% 3,435,000 *(7) 53.5%
Proxies granted to the Board of Directors
by two Regional Joint Ventures ......... -- (8) -- 650,000 *(8) 10.1%
All officers and directors as a group
[7 persons in number] .................. 4,232,833 *(9) 58.6% 4,085,000 *(9) 63.6%
OTHER 5% SHAREHOLDERS:
Pharma Parch PLC ........................... 3,910,000 *(10) 56.5% 3,410,000 *(10) 53.1%
15/16 FitzWilliam Place
Dublin 2, Ireland
Refractive Services-800, Inc................ 520,000 (11) 8.1% 520,000 (11) 8.1%
Reaal 5-V, P.O. Box 4
2350 AA Leiderdorp, The Netherlands
Vista Laser Centers of the Northeast, Inc... 450,000 *(12) 7.0% -0- --
131 Bloor Street West, Suite 210
Toronto, Ontario M5S 1R1, Canada
</TABLE>
- --------------------------------------------
* Includes certain shares that are listed elsewhere in the table. See
Notes 7, 8, 10 and 12 below.
(1) To the best knowledge of Vista's management, the persons named in the
table have sole voting and investment power with respect to all shares
shown to be beneficially owned by them, except as otherwise indicated in
the information contained in the footnotes below and, where applicable,
community property laws.
(2) Based on 6,426,112 shares of Common Stock outstanding at January 8, 1997
(the "Record Date") plus, where applicable, shares issuable upon
exercise of stock options held only by the person or group indicated
that were fully exercisable or exercisable within a period of 60 days
from the Record Date. These columns do not include shares as to which
Vista's Board of Directors holds only a proxy to vote the shares (see
Notes 3 and 8 below) except to the extent such person or a member of the
group has another direct or indirect beneficial interest in the shares.
See Notes 7 and 10 below.
(3) Voting rights in these columns includes only those shares of Common
Stock that the named person or group is entitled to vote as of the
Record Date. The percentage shown is based upon 6,426,112 shares
outstanding and entitled to vote as of the Record Date. As described in
Note 8 below, two Regional Joint Ventures holding an aggregate of
650,000 shares of Vista Common Stock have granted irrevocable proxies to
Vista's Board of Directors expiring in each instance approximately five
years after the Regional Joint Venture has completed a planned initial
financing. All other rights of beneficial ownership as to such shares
are retained by the respective Regional Joint Venture, including the
power to dispose of the shares in a bona fide sale transaction free of
the proxy restrictions. See Notes 7 and 10 below as to the interest of a
director in shares owned by Pharma Patch PLC.
(4) Includes 20,000 shares issuable upon exercise of stock options
exercisable within 60 days after the Record Date held directly by Dr.
Casebeer. Dr. Casebeer's business address is 15100 North 78th Way,
Suite 100, Scottsdale, Arizona 85260.
2
<PAGE>
(Footnotes - continued)
(5) Includes 20,000 shares issuable upon exercise of stock options
exercisable within 60 days after the Record Date held directly by Dr.
Johnson. Dr. Johnson's business address is 918 12th Street, New
Westminster, British Columbia V3M 6B1, Canada.
(6) Includes 150,000 shares issuable upon exercise of stock options
exercisable within 60 days after the Record Date held directly by Mr.
Schultz. Mr. Schultz's business address is 167 S. San Antonio Road,
Suite 9, Los Altos, California 94022.
(7) Includes: (i) 25,000 shares of Common Stock and 62,000 shares issuable
upon exercise of stock options exercisable within 60 days after the
Record Date held directly by Trident Management, a corporate affiliate
of Mr. Watson; plus (ii) 3,410,000 shares of Common Stock and 500,000
Class C common stock purchase warrants exercisable during the month of
February 1997 and/or the month of February 1998, and expiring thereafter
to the extent not exercised, held directly by Pharma Patch PLC (see Note
10 below). Mr. Watson is the Chairman of the Board and Chief Executive
Officer of Pharma Patch PLC and disclaims beneficial ownership of shares
and warrants owned by Pharma Patch PLC. Mr. Watson's business address
is 15/16 FitzWilliam Place, Dublin 2, Ireland.
(8) The following Regional Joint Ventures, holding an aggregate of 650,000
shares of Vista Common Stock, have agreed to grant irrevocable proxies
to Vista's Board of Director's expiring in each instance approximately
five years after the Regional Joint Venture has completed a planned
financing: Vista Laser Centers of Michigan, Inc. -- 200,000 shares;
and Vista Laser Centers of the Northeast, Inc. -- 450,000 shares. All
other rights of beneficial ownership are retained by the respective
Regional Joint Venture including the power to dispose of the shares in a
bona fide sale transaction free of the proxy restrictions.
(9) Includes shares described in Notes 4 through 8 above plus 45,833 shares
issuable upon exercise of stock options held directly or indirectly by
two other executive officers that are exercisable within 60 days after
the Record Date.
(10) Includes 3,410,000 shares of Common Stock plus 500,000 Class C common
stock purchase warrants exercisable during the month of February 1997
and/or the month of February 1998, and expiring thereafter to the extent
not exercised, held directly by Pharma Patch PLC. These securities are
also included in the table under the beneficial ownership shown for
Murray D. Watson (see Note 7 above).
(11) Includes 520,000 shares beneficially owned by Refractive Services-800,
Inc., a Panama corporation reportedly owned and controlled by Marcel
Jouby, a Dutch citizen, Kerry Lynne O'Rourke, a South African citizen
residing in The Netherlands, and Sukumal Chintagavongse, a Thailand
citizen.
(12) Includes 450,000 shares beneficially owned by Vista Laser Centers of the
Northeast, Inc. which are subject to an irrevocable proxy in favor of
the Company's Board of Directors (see Note 8 above).
ELECTION OF DIRECTORS
The Company's By-Laws provide for a Board of Directors consisting of not
less than three nor more than 15 directors, with the exact number to be fixed
by the Board. The members of each class are elected for a term of one year
and until their successors are elected and qualified. Unless otherwise
instructed, the enclosed proxy will be voted for election of the nominees
listed below, each of whom has indicated his willingness to serve if
reelected. The persons designated as proxies reserve full discretion to cast
their votes for another person recommended by management in the unanticipated
event that any nominee is unable or declines to serve. Murray D. Watson is
the only nominee for election as a director who has served as a director since
the last Annual Meeting of Stockholders held on December 22, 1994. All other
nominees were first elected as directors on February 16, 1996.
3
<PAGE>
The following table sets forth the names and certain information with
respect to the persons nominated for election as directors at the 1997 Annual
Meeting.
<TABLE>
<CAPTION>
Nominees for Director Age Director Since
----------------------- ----- ---------------------
<S> <C> <C>
Dr. J. Charles Casebeer 57 February 16, 1996
Dr. Donald G. Johnson 57 February 16, 1996
Thomas A. Schultz 45 February 16, 1996
Murray D. Watson 52 January 31, 1994
</TABLE>
DR. J. CHARLES CASEBEER is an ophthalmologist actively practicing in the
United States and his experience since 1983 includes over 10,000 refractive
procedures and the education of more than 3,000 physicians worldwide in
various refractive procedures ranging from radial keratotomy to
photorefractive keratectomy ("PRK") and laser assisted in situ keratomileusis
("LASIK"). He has been engaged in private practice from 1971 to the present
time, including associations with the Northern Arizona Eye Clinic, Ltd.
Outpatient Surgery Center, Flagstaff, Arizona from 1971 to July 1994, where he
served as President and Medical Director; Northern Arizona Eye Clinic, Ltd.,
Scottsdale, Arizona from 1992 to May 1994; the J. Charles Casebeer
Laser/Refractive Surgery Center Ltd., Scottsdale, Arizona from May 1994 to
August 1994; and Casebeer Eye Centers, Ltd., Scottsdale, Arizona from August
1994 to the present. Dr. Casebeer also has served as Chairman of the Board of
Vista Laser Centers of the Southwest, Inc. ("VLC-Southwest"), a Regional Joint
Venture affiliate of the Company, since VLC-Southwest was first organized in
January 1996. Dr. Casebeer's experience in keratorefractive surgery dates
from 1983 to the present, and includes more than 6,000 cases. From 1987 to the
present, Dr. Casebeer has served as a Course Director in RK technique and
practice development and in automated lamellar keratoplasty ("ALK") at
numerous courses and symposiums worldwide. Since 1992, he has been a Clinical
Professor for the University of Utah Department of Ophthalmology. Dr.
Casebeer has lectured extensively since 1989 at over 150 seminars, courses and
symposiums on various refractive surgery topics including, among others, RK,
ALK and LASIK procedures. He has authored four books or book chapters on
refractive surgery, has 16 articles published in peer-reviewed medical
journals, and since July 1993 has authored a monthly ocular surgery news
column entitled "The Comprehensive Refractive Surgeon" in Ocular Surgery News.
He received his B.A. degree from Harvard University, his Doctor of Medicine
degree from the University of Southern California School of Medicine, served
his internship at the Medical College of Virginia, his residency in
ophthalmology at Stanford University Medical Center and currently holds
professional licenses in the States of Arizona, California and Utah.
DR. DONALD G. JOHNSON was elected Chairman of the Board and a director
of the Company on February 16, 1996. Dr. Johnson, an ophthalmologist actively
practicing in Canada, has successfully treated approximately 7,400 eyes with
excimer laser procedures as of December 31, 1995. He also developed the
proprietary Johnson transepilthelial multi-zone, multi-pass PRK procedure
("TMM PRK"), which provides for a smoother ablation zone and substantially
reduces glare and central islands side effects sometimes encountered in
standard PRK procedures. Dr. Johnson has practiced in New Westminster,
British Columbia continuously since 1969, first participating in a group
practice for general ophthalmology from 1969 to 1981, then as a solo
practitioner from 1981 to 1985. He established the London Place Eye Centre in
New Westminster as an outpatient medical and surgical eye center in November
1985 where he still practices. Dr. Johnson has published 16 articles and
conducted 11 clinical investigation studies in the field of ophthalmology,
including clinical investigations of the VISX 20/20 and Nidek EC-5000
4
<PAGE>
excimer lasers and the Sunrise holmium laser. He has appeared as a guest
speaker on radio and television and at numerous hospital and professional
seminars since 1991 on subjects relating to excimer lasers. Dr. Johnson has
been affiliated with St. Mary's Hospital, Royal Columbian Hospital and Surrey
Memorial Hospital since 1969 and Whitehorse General Hospital since 1970. He
received his M.D. degree from the University of Western Ontario, served his
internship at Toronto Western Hospital, his general surgery residency at
Shaughnessy Hospital, Vancouver, British Columbia, and his ophthalmology
residency at the University of British Columbia. His post graduate
accomplishments include certifications in the United States for radial
keratotomy (1984), epikeratophakia (1986), advanced corneal transplantation
(1987), small incision cataract and advanced phacoemulsification (1990) and
excimer laser PRK and PTK (1990) and certification in Germany for non freeze
B.S.K. method of lamellar keratoplasty (1988).
THOMAS A. SCHULTZ was elected a director, President and Chief Executive
Officer of the Company on February 16, 1996. Mr. Schultz was a director and
employee of Chrystallume, Inc., from 1986 to January 16, 1996 and served as
its Chairman of the Board and Chief Executive Officer from April 15, 1993
until October 15, 1995. Chrystallume, a publicly-held company, produced
diamond film for electronic and industrial applications. From 1983 to 1986,
Mr. Schultz served as Corporate Vice President of Dole Food Co., formerly
named Castle and Cooke, Inc., a consumer foods company. From 1979 to 1983, he
was a staff member of Booz, Allen & Hamilton, an international business
consulting firm. Mr. Schultz holds a B.E.S. degree in Operations Research
from John Hopkins University and an M.B.A. from Harvard Business School.
MURRAY D. WATSON was elected a director of the Company on January 31,
1994 and Vice Chairman of the Board on February 16, 1996. He has served as
Chairman of the Board, Chief Executive Officer and a director of Pharma Patch
Plc, a publicly-traded company, since July 1993 and as a director of Technical
& Chemical Products, Inc., a publicly-traded company, from January 1996 to May
1996. Pharma Patch is an Irish public company and was engaged in the research
and development of both advanced transdermal drug delivery systems and
advanced skin penetration enhancers, a business sold by Pharma Patch in late
1995 to Technical & Chemical Products, Inc. Prior to July 1993, Mr. Watson
had been the President and Chief Operating Officer of Pharma Patch's
predecessor, Medipro Sciences Limited, from November 1987. Mr. Watson has
over 25 years of experience in the international health care industry,
including Vice President, Picker International, Inc.; President, Odyssey,
Inc.; and General Manager, American Hospital Supply Corp. of Canada. As
president since 1985 of the M.D.W. Group, Inc., a privately owned merchant
banking company, he has managed a broad spectrum of business ventures. Mr.
Watson received his B.A. Science in Civil Engineering in 1965 from the
University of Toronto and his M.B.A. in 1971 from York University, Toronto,
Canada.
There is no family relationship between any of the Company's directors
and executive officers. All directors hold office until the next annual
meeting of stockholders and until their successors are elected. Officers
serve at the discretion of the Board of Directors. There are no arrangements
or understandings between any director and any other person pursuant to which
any person was elected or nominated as a director.
The Board of Directors currently has authorized a Compensation Committee
and a Stock Option Committee of the Board.
The Compensation Committee is responsible for reviewing and reporting to
the Board on the recommended annual compensation for the Company's executive
officers and for reviewing management recommendations concerning compensation
programs for management. The Compensation Committee met once during the
fiscal year ended March 31, 1996 at a meeting of the full Board. The
Compensation Committee currently consists of Mr. Watson and a vacancy to be
filled by the Board.
5
<PAGE>
The Stock Option Committee is responsible for granting options under the
Company's employee stock option plans, establishing the terms and conditions
of options granted under those plans, and administering employee stock
options. Actions by the Stock Option Committee during the fiscal year ended
March 31, 1996 were by unanimous written consent and at one meeting of the
full Board of Directors. The Stock Option Committee currently consists of all
of the members of the Board.
The Board of Directors intends to establish an Audit Committee in the
future responsible for meeting independently with representatives of Vista's
independent accountants and with representatives of senior management. The
Audit Committee will also be responsible for reviewing the general scope of
the audit and matters relating to internal control systems.
During the fiscal year ended March 31, 1996 the Board of Directors held
eight meetings. No incumbent director attended fewer than 75% of all meetings
of the Board of Directors. Actions by the Board of Directors other than at
such meetings were held by unanimous written consent.
The Company's By-Laws permits compensation of officer and directors as
determined by the Board of Directors, and the Board reserves the right of
changing compensation policies for directors from time to time. The salaries
of all officers are subject to review and adjustment from time to time by the
Board of Directors. For information as to compensation agreements and
arrangements with executive officers and directors, see "Executive
Compensation" below.
6
<PAGE>
EXECUTIVE COMPENSATION
SUMMARY EXECUTIVE COMPENSATION
The following Summary Compensation Table indicates the cash compensation
paid by the Company as well as certain other compensation, paid or accrued for
its fiscal years ended March 31, 1996 and 1995 to each of its Chief Executive
Officers. No other executive officers received salary and bonus payment in
excess of $100,000 for such periods.
<TABLE>
<CAPTION>
Annual Compensation Long Term Compensation
------------------------------- -------------------------------
Awards Payouts
-------------------- ---------
Other Restricted Securities
Annual Stock Underlying LTIP All Other
Name and Fiscal Salary Bonus Compen- Awards Options/ Payouts Compen-
Principal Position Year(1) ($) ($) sation($) ($) SARs(#) ($) sation($)
- ------------------ ------- --------- --------- -------- --------- --------- ------- ---------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Thomas A. Schultz 1996 $ 12,000 -0- -0- -0- 300,000 -0- (6)
President and
Chief Executive
Officer (2)
Jac. J. Lam 1996 $225,000 -0- -0- $18,750(7) -0- -0- -0-
President and
Chief Executive
Officer (3)
Drago A. Cerchiari 1996 $20,000 -0- $20,260(8) $25,000(8) -0- -0- -0-
President & 1995 $33,100 -0- $84,000(9) -0- 190,000 -0- -0-
Chief Executive
Officer (4)
G. Lennart Perlhagen 1995 $130,000 -0- -0- -0- -0- -0- -0-
Chairman or
President and
Chief Executive
Officer (5)
</TABLE>
________________________________________
(1) Information set forth in the table represents data for the fiscal years
ended March 31, 1996 ("1996") and March 31, 1995 ("1995").
(2) Mr. Schultz was elected President and Chief Executive Officer of the
Company on February 16, 1996.
(3) Mr. Lam was elected acting President and Chief Executive Officer of the
Company on June 9, 1995 and resigned from that position when he was
replaced on February 16, 1996.
(4) Mr. Cerchiari was elected President and Chief Executive Officer of the
Company on February 1, 1995 and resigned as an executive officer of the
Company on June 1, 1995.
(5) Mr. Perlhagen was elected Chairman, President and Chief Executive
Officer of the Company on February 1, 1994. On January 15, 1995, he
relinquished the titles of President and Chief Executive Officer. Mr.
Perlhagen resigned as an executive officer of the Company on June 1,
1995.
(6) Mr. Schultz's employment agreement provides he will be entitled to a
cash bonus of $75,000 upon the filing of the second of two registration
statements for an initial public offering by Regional Joint Ventures
sponsored by the Company.
(7) Represents the value of 25,000 shares of common stock awarded in
December 1995 to Mr. Lam for services as a director in the fiscal year
ended March 31, 1996 valued at $.75 per share.
(8) Includes 4,000 shares of in common stock valued at $20,260 paid in
settlement of claims for expenses and subject to a put option
subsequently exercised by Mr. Cerchiari and $25,000 in common stock
(5,000 shares valued at $5.00 per share) paid in settlement of a hiring
bonus claim under the terms of a Termination Agreement between the
Company and Mr. Cerchiari effective June 1, 1995.
(9) Includes $84,000 in consulting payments for the 1995 period paid prior
to Mr. Cerchiari's election as an officer and director.
7
<PAGE>
STOCK OPTIONS
The following tables summarize stock option activity during the fiscal
year ended March 31, 1996 for each of the named officers shown in the table
"Summary Executive Compensation":
<TABLE>
<CAPTION>
Option/SAR Grants in Last Fiscal Year Ended March 31, 1996
----------------------------------------------------------------------------
Potential Realizable
Value at Assumed
Number of % of Total Annual Rates of Stock
Securities Options/SARs Price Appreciation
Underlying Granted to Exercise or for Option Term
Options/SARs Employees in Base Price Expiration ------------------------
Name Granted (#) Fiscal Year ($/sh) Date 5%($) (3) 10%($) (3)
- --------------------- ----------- ----------- ----------- ----------- ----------- -----------
<S> <C> <C> <C> <C> <C> <C>
Thomas A. Schultz 150,000 (1) 9.8 % $2.50 2/15/01 $103,606 $228,941
Thomas A. Schultz 150,000 (2) 9.8 % $2.50 2/15/01 $103,606 $228,941
Jac. J. Lam 150,000 (1) 9.8 % $2.50 2/15/01 $103,606 $228,941
Jac. J. Lam 150,000 (2) 9.8 % $2.50 2/15/01 $103,606 $228,941
Drago A. Cerchiari -0- -- n/a n/a n/a n/a
G. Lennart Perlhagen 50,000 (1) 3.3 % $2.50 2/15/01 $ 34,535 $ 76,314
</TABLE>
_________________________________________________
(1) Options granted under the Company's 1994 Stock Option Plan at an
exercise price of not less than fair market value on date of grant,
exercisable in 12 equal quarter-annual installments commencing May 15,
1996.
(2) Options granted under the Company's 1994 Stock Option Plan at an
exercise price of not less than fair market value on date of grant,
exercisable during the last 30 days of the five-year option term or
earlier if the Company's common stock has traded at $10.00 or more for
30 days which need not be consecutive.
(3) The 5% and 10% assumed annualized rates of compound stock price
appreciation are mandated by rules of the Securities and Exchange
Commission and do not represent the Company's estimate or a projection
by the Company of future common stock prices.
<TABLE>
<CAPTION>
Aggregated Option/SAR Exercises in Last Fiscal Year and Fiscal Year-End Option/SAR Values
-----------------------------------------------------------------------------------------
Number of Securities Value of Unexercised
Underlying Unexercised In-the-Money
Options/SARs at Options/SARs at
at Fiscal Year-End (#) at Fiscal Year-End ($)(A)
Shares Acquired Value ------------------------- -------------------------
Name on Exercise (#) Realized ($) Exercisable/Unexercisable Exercisable/Unexercisable
- ---------------------- --------------- ------------ ---------- -------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Thomas A. Schultz -0- n/a -0- 300,000 -0- $37,500
Jac. J. Lam -0- n/a -0- 300,000 -0- $37,500
Drago A. Cerchiari -0- n/a -0- -0- -0- -0-
G. Lennart Perlhagen -0- n/a -0- 50,000 -0- $ 6,250
</TABLE>
________________________________________________________________
(A) The value of unexercised in-the-money options is based upon an estimated
fair market value for the common stock on March 29, 1996 of $2.625 per
share, based on the last reported closing price for the common stock as
of that date.
<TABLE>
<CAPTION>
Long-Term Incentive Plans -- Awards in Last Fiscal Year (1)
------------------------------------------------------------------
Performance
Number of or Other
Shares, Units Period Until
or Other Maturation
Name Rights or Payout Threshold Target Maximum
- ---------------------- ------------- ------------- ----------- ----------- -----------
<S> <C> <C> <C> <C> <C>
Thomas A. Schultz -0- n/a n/a n/a n/a
Jac. J. Lam -0- n/a n/a n/a n/a
Drago A. Cerchiari -0- n/a n/a n/a n/a
G. Lennart Perlhagen -0- n/a n/a n/a n/a
</TABLE>
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The Company does not have any compensation plans involving stock
appreciation rights or long-term incentive or deferred pension or
profit-sharing plans.
EMPLOYMENT AGREEMENT WITH CHIEF EXECUTIVE OFFICER
The Company has entered into a written employment agreement dated as of
January 31, 1996 with Thomas A. Schultz, who was elected President and Chief
Executive Officer on February 16, 1996. The employment agreement with Mr.
Schultz is for a term of 36 months from January 15, 1996 and is renewable
thereafter on a year-to-year basis unless either party provides at least 60
days prior notice of termination before the expiration of its original term or
any renewal term. The agreement provides for an annual base salary of
$150,000, participation in group benefit programs, payment of Mr. Schultz's
existing insurance premiums for long-term disability and life insurance for
the initial 12 months of the agreement, and an amount not exceeding 7 1/2% of
his base salary for personal benefit expenses relating to Mr. Schultz and his
family members as he shall determine. Mr. Schultz is eligible to receive an
annual performance bonus of up to 100% of his annual base salary based upon
achievement of Company goals to be determined by the Board of Directors. In
addition, he is entitled to a cash bonus of $75,000 upon the filing of the
second of two registration statements for an initial public offering by
Regional Joint Ventures sponsored by the Company.
Mr. Schultz's employment agreement further provides he is entitled to
severance benefits if his employment is involuntarily terminated, other than
for cause (as defined in the agreement), death or disability, equal to (i) a
lump-sum payment equal to his annual base salary, (ii) continuation of
insurance benefits for life, health, dental and long-term disability for a
period of 12 months after employment termination, and (iii) continued vesting
of his outstanding stock options for a period of 12 months after employment
termination. Mr. Schultz is required to devote his full business time to the
affairs of the Company except for such investment, business, professional and
continuing education activities that do not interfere with the performance of
his duties as the Company's President and Chief Executive Officer. The
employment agreement contains confidentiality and non-competition provisions
in favor of the Company. Mr. Schultz's employment agreement was approved by
the Board of Directors on February 6, 1996.
EMPLOYMENT AGREEMENT WITH EXECUTIVE VICE PRESIDENT
Effective as of November 1, 1996, the Company entered into an employment
agreement with Allen J. Simon, who was then elected Executive Vice President
and Chief Operating Officer of Vista.
The employment agreement with Mr. Simon is for a term of 36 months from
November 1, 1996 and is renewable thereafter on a year-to-year basis unless
either party provides at least 60 days prior notice of termination before the
expiration of its original term or any renewal term. The agreement provides
for an annual base salary of $175,000, an initial hiring bonus of $25,000
payable on or before December 15, 1996, a cash payment of $50,000 payable on
May 1, 1997 in lieu of an annual bonus for the Company's fiscal year ending
March 31, 1997, participation in group benefit programs, payment of life
insurance premiums and an amount not exceeding 7 1/2% of his base salary for
personal benefit expenses relating to Mr. Simon and his family members as he
shall determine. Mr. Simon is eligible to receive an annual performance bonus
of up to 100% of his annual base salary based upon achievement of Company
goals to be determined by the Board of Directors for fiscal years commencing
after March 31, 1997.
As required by the employment agreement, Mr. Simon received five-year
stock options granted on November 16, 1996 under the Company's 1994 Stock
Option Plan exercisable at $2.75 per share covering 500,000 shares of the
Company's common stock. Shares subject to the stock option become
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exercisable in 12 quarter-annual installments commencing February 16, 1997.
Under the terms of the employment agreement, Mr. Simon also received 100,000
non-transferable Class G common stock purchase warrants expiring on December
31, 2001. Each Class G warrant represents the right to purchase one share of
Common Stock exercisable at $2.625 per share. Class G Warrants include a
cashless exercise feature which permits the holder, at his option, a right of
tendering a portion of the warrants for cancellation in payment of the warrant
exercise price. The Company has the right to repurchase Class B warrants for
the nominal price of $100 if Mr. Simon's employment is terminated for cause or
as a result of his voluntary resignation.
Mr. Simon's employment agreement further provides he is entitled to
severance benefits if his employment is involuntarily terminated, other than
for cause (as defined in the agreement), death or disability, equal to (i) a
lump-sum payment equal to his annual base salary, (ii) continuation of
insurance benefits for life, health, dental and long-term disability for a
period of 12 months after employment termination, and (iii) a consulting
agreement for 12 months following employment termination at $150 per hour for
services requested by the Company. Mr. Simon is required to devote his full
business time to the affairs of the Company except for such investment,
business, professional and continuing education activities that do not
interfere with the performance of his duties for the Company. The employment
agreement contains confidentiality and non-competition provisions in favor of
the Company. Mr. Simon's employment agreement was approved by the Board of
Directors on November 16, 1996.
EMPLOYMENT ARRANGEMENTS WITH OTHER EXECUTIVE OFFICERS
On February 6, 1996, the Company's Board of Directors approved
compensation arrangements for certain executive officers and directors.
Trident Management Inc. ("Trident"), a corporate affiliate of Murray D.
Watson, receives base compensation of $100,000 per year from the Company for
services rendered by Mr. Watson plus a bonus to be reviewed by the Board at
the end of each fiscal year up to 100% of the base compensation. Compensation
under this arrangement was first payable effective upon Mr. Watson's election
as the Company's Vice Chairman on February 16, 1996. The Company has been
advised that Trident is also compensated by Pharma Patch PLC, Vista's
controlling stockholder, for services rendered to Pharma Patch by Trident
under a three year management agreement effective as of November 16, 1995 and
that compensation paid by Vista to Trident is credited against the management
agreement obligations of Pharma Patch to Trident.
Pinnacle Financial Corporation ("Pinnacle"), a corporate affiliate of
Kenneth G. Howling, receives base compensation of $60,000 per year plus a
bonus to be reviewed by the Board at the end of each year up to 100% of the
base compensation. Compensation under this arrangement was first payable
effective upon Mr. Howling's election as Vista's Vice President of Finance,
Treasurer and Chief Financial Officer on February 16, 1996. The Company has
been advised that Pinnacle is also compensated by Pharma Patch PLC, Vista's
controlling stockholder, for services rendered to Pharma Patch by Pinnacle
under a three year consulting agreement effective as of November 16, 1995 and
that compensation paid by Vista to Pinnacle is credited against the consulting
agreement obligations of Pharma Patch to Pinnacle.
A corporate affiliate of Dr. J. Charles Casebeer, effective upon his
election as a director of Vista on February 16, 1996 and in further
consideration of his agreement to provide certain consulting services to be
defined by the Board, receives base compensation of $60,000 per year. Dr.
Casebeer also serves as a director of certain Regional Joint Ventures and is
Chairman of the Board and Chief Executive Officer of Vista Laser Centers of
the Southwest, Inc., an affiliate of the Company. Upon successful completion
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<PAGE>
of an initial public offering by three of those Regional Joint Ventures, Dr.
Casebeer's corporate affiliate will become entitled to annual compensation of
$60,000 per year from each of three Regional Joint Ventures.
Dr. Donald G. Johnson, effective upon his election as Chairman of the
Board and a director of the Company on February 16, 1996 and in further
consideration of his agreement to provide certain consulting services to be
defined by the Board, receives a base salary of $60,000 per year.
COMPENSATION OF DIRECTORS
Directors are currently compensated for their services on the Company's
Board of Directors by stock options in lieu of cash compensation. Directors
are reimbursed for travel expenses incurred in attending meetings. The
Company's Bylaws permits compensation of directors if approved by a majority
of the entire Board of Directors, and the Board reserves the right to change
its policy as to compensation of directors from time to time.
In December 1995, the Company's Board of Directors authorized the
issuance of 25,000 shares of the Company's Common Stock to each of its then
three directors, Messrs. Jac. J. Lam, Malcolm J. Rowe and Murray D. Watson, or
their nominees, as compensation for their services as directors during the
fiscal year ending March 31, 1996. Due to the absence of an active trading
market for the Common Stock at the time of this award and other factors deemed
relevant by the Board, these shares were valued by the Company at the time of
issuance at $0.75 per share.
STOCK OPTION PLANS
Vista's Board of Directors has adopted a policy of providing long-term
incentive to members of its Board and senior management tied to performance of
Vista's Common Stock through stock option plans. These plans are intended to
foster management incentive and positively align and reinforce management and
stockholder interests. The plans are structured to allow the Board of
Directors or its Stock Option Committee discretion in creating management and
key employee equity incentives which assist the Company in motivating and
retaining the appropriate talent needed to conduct its business successfully.
The Company's Board of Directors and stockholders adopted two stock
option plans in February 1994, the 1994 Stock Option Plan (the "1994 Plan")
and the Restricted Stock Option Plan (the "Restricted Plan"). The 1994 Plan
originally covered an aggregate of 150,000 shares of Common Stock and on
February 6, 1996 and November 16, 1996 the Board increased the total number of
shares subject to the 1994 Plan to a total of 2,500,000 shares, subject to
ratification and approval of that increase by stockholders of the Company at
the next annual stockholders meeting. The Restricted Plan covers a total of
50,000 shares of Common Stock. Under both Plans, the number of shares
available for options and subject to option, and the option exercise price of
outstanding options, is to be adjusted upward or downward, as the case may be,
in the event of any stock dividend, recapitalization, merger, consolidation,
split up or similar transaction affecting shares of the Company's Common
Stock.
Both Plans are administered by the Board of Directors or by a Stock
Option Committee of two or more members of the Board of Directors of the
Company. The Stock Option Committee currently consists of Mr. Watson and a
vacancy to be filled by the Board. The Stock Option Committee, or the Board
in the absence of a Committee, determines the persons to receive options under
the Plans, the terms of options granted, including the exercise price, the
number of shares subject to the option and the terms and conditions of
exercise.
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<PAGE>
Both Plans contains provisions which authorize the Stock Option
Committee, in the event of a sale or merger of all or substantially all of the
Company's assets, or a merger or consolidation in which the Company is not the
surviving corporation, to take certain action in its discretion. In the event
of such a transaction, the Committee may accelerate the exercisability of any
option to permit its exercise in full during such period as the Committee may
prescribe following the public announcement of a sale of assets or merger, or
may elect to earlier grant that right at the time an individual option is
granted. The Committee may also require in the event of such a transaction
that an optionee surrender an option in return for a substitute option issued
by a surviving corporation which is determined by the Committee to have a
value substantially equal to the value of the surrendered option.
Each of the Plans provides that shares of Common Stock acquired upon
exercise of options will be paid for in cash or, in the sole discretion of the
Committee, through the delivery of shares of the Company's Common Stock with a
market value equal to the option exercise price. The ability to pay the
option price in shares would, if permitted by the Committee, enable an
optionee to engage in a series of successive stock for stock exercises of an
option (sometimes referred to as "pyramiding") and thereby fully exercise an
option with little or no cash investment by the optionee. The Board of
Directors has not established any policy as to whether it will permit
exercises of options through payment with shares.
The maximum term for each option under both Plans is ten years; to date
no option has been granted for a term in excess of five years under either
Plan. If any option granted under either Plan expires or terminates without
having been exercised in full, the shares covered by the unexercised portion
of the option may be used again for new grants under that Plan. No option
granted under the Plans may be transferred by the optionee other than by will,
the laws of descent and distribution, or by a qualified domestic relations
order, and each option is exercisable during the lifetime of the optionee only
by such optionee or a corporate entity controlled by the optionee.
1994 STOCK OPTION PLAN
For additional information concerning the 1994 Plan, see "Proposal 2 --
Proposal to Approve Increase in 1994 Stock Option Plan" below.
RESTRICTED STOCK OPTION PLAN
The Restricted Plan provides that options granted thereunder must be
granted at an option price which is the lesser of $0.50 per share or 10% of
the fair market value of the Common Stock on the date of grant. No options
granted under the Restricted Plan may be exercised until the expiration of at
least two years following the date on which the option was originally granted
by the Company. Options under the Restricted Plan may be granted only to
directors and senior management of the Company, including its Chairman of the
Board, its President, and any other persons appointed to act as Chief
Executive Officer, Chief Operating Officer or Chief Financial Officer of the
Company.
In the event of termination of an optionee's service as a director or
member of senior management, the optionee's option will terminate and may be
exercised during a 12 month period after termination to the extent the option
was exercisable on the date of termination. In the event termination of
employment was caused by death or permanent disability, the amount exercisable
is extended under the Restricted Plan to the extent the option would have
become exercisable during the 12 month period if not prevented by the
optionee's death or disability. In no event may any option be exercised after
the date the option would have expired in the absence of termination of
employment.
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Under the Restricted Plan, a maximum of 50,000 shares of Common Stock
may be issued. At December 31, 1996, one option covering 4,000 shares had
been exercised under the Restricted Plan, unexercised options were outstanding
to purchase 4,000 shares of Common Stock (all of which are exercisable in the
fiscal year ending March 31, 1997) at an average exercise price of $0.50 per
share, and up to 42,000 shares were available for future grants of options
under the Restricted Plan. The outstanding option to purchase 4,000 shares at
an exercise price of $0.50 per share is held by Trident Management Inc., a
corporate affiliate of Murray D. Watson, an executive officer and director of
the Company.
OTHER
The Company currently has no pension, retirement, annuity, savings or
similar benefit plan which provides compensation to its executive officers or
directors except for group health insurance plans covering employees of
operating subsidiaries.
COMPLIANCE WITH SECTION 16(a) OF THE SECURITIES EXCHANGE ACT OF 1934
Section 16(a) of the Securities Exchange Act of 1934 (the "Exchange
Act") requires the Company's executive officers and directors, and persons who
beneficially own more than 10% of the Company's stock, to file initial reports
of ownership and reports of changes in ownership with the Securities and
Exchange Commission. Based upon a review of the copies of such forms
furnished to the Company, responses from the Company's executive officers and
directors in reply to monthly questionnaires, and other information available
to the Company, the Company believes that as of March 31, 1996, all Section
16(a) filing requirements applicable to its executive officers and directors
were complied with.
CERTAIN TRANSACTIONS
AGREEMENTS WITH PHARMA PATCH PLC FOR EQUITY FINANCING AND CHANGE IN CONTROL
During February 1996, Vista negotiated agreements with Pharma Patch Plc
("Pharma Patch"), a publicly-traded company with its principal office in
Dublin, Ireland. Pharma Patch sold its operating assets and proprietary
transdermal patch and penetration enhancer business in November 1995 in
exchange for 786,214 shares of common stock in Technical & Chemical Products,
Inc. ("TCPI") and the satisfaction of approximately $5,000,000 of Pharma Patch
indebtedness by TCPI. TCPI is a publicly-traded company engaged primarily in
the design, development, manufacture and marketing of medical diagnostic
products for use in physician offices, at home and at other point-of-care
locations, and the research, development and commercialization of transdermal
and mucosal drug delivery systems and skin permeation enhancers.
Vista's Board on February 6, 1996 authorized the negotiation of equity
financing agreements with Pharma Patch. Murray D. Watson, a director of the
Company, serves as the President and Chief Executive Officer and a director of
Pharma Patch PLC. At the time these transactions were authorized, Malcolm J.
Rowe, who served as a director of Vista until his death on February 14, 1996,
also served as a director of Pharma Patch. On February 15, 1996, Pharma Patch
publicly announced its board of directors had approved the acquisition of a
controlling interest in Vista subject to negotiation of definitive agreements.
Definitive agreements negotiated between the Company and Pharma Patch were
executed on March 1 and March 4, 1996 and were closed on or prior to March 31,
1996. The Company's financing transactions and agreements with Pharma Patch
are summarized as follows:
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STOCK PURCHASE AGREEMENT FOR $500,000 (200,000 VISTA COMMON SHARES)
On March 1, 1996, Vista and Pharma Patch executed a Stock Purchase
Agreement providing for the first stage of financing transactions. The Stock
Purchase Agreement provided for 200,000 newly issued shares of Vista Common
Stock to be sold to Pharma Patch for a cash price of $500,000, or $2.50 per
share. These funds were received by Vista in March 1996.
EXCHANGE OF NOTE AND TCPI SECURITIES FOR $5,150,000 (2,060,000 VISTA
COMMON SHARES, STOCK OPTION COVERING 250,000 SHARES AND 500,000 CLASS C
WARRANTS)
On March 4, 1996, the Company and Pharma Patch executed an Agreement
(the "Exchange Agreement") that was closed on March 31, 1996. Under the
Exchange Agreement, the Company delivered to Pharma Patch 2,060,000 newly
issued shares of Vista Common Stock at a stated value of $5,150,000, or $2.50
per Vista share, plus 500,000 Vista Class C common stock purchase warrants
("Class C Warrants"). In exchange, Vista received from Pharma Patch: (i) an
interest-free note due in six months from Pharma Patch in the principal amount
of $750,000, which was fully paid by Pharma Patch on May 3, 1996; and (ii)
200,000 restricted shares of Technical Chemicals and Products, Inc. ("TCPI")
common stock to be transferred from Pharma Patch to the Company at a value of
$2,662,500, or $13.31 per TCPI share. At the time this transaction was
completed and at March 31, 1996, shares of TCPI acquired by the Company were
restricted as to resale under federal securities laws and were valued at both
dates for financial statement purposes at a 25% discount from the public
market price. On March 21, 1996, the date Pharma Patch and Vista closed
transactions provided by the Exchange Agreement, the closing price for TCPI
common stock was $17.75 per share. The Company sold substantially all of its
TCPI shares in November 1996 at prices ranging from $7.75 to $8.00 per share.
As additional consideration for these transactions, the Exchange
Agreement granted Pharma Patch an option exercisable at any time on or before
September 30, 1996 to purchase up to an additional 250,000 newly issued shares
of the Company's common stock at an option exercise price of $2.50 per share
in cash (the "Six Month Option"). In July and October 1996, Pharma Patch
exercised all 250,000 shares subject to the Six Month Option at an exercise
price of $625,000.
DESCRIPTION OF CLASS C WARRANTS
The 500,000 Class C Warrants issued to Pharma Patch under the Exchange
Agreement each represent the right to purchase one (1) share of the Company's
common stock during the month of February 1997 and/or the month of February
1998, and expire thereafter to the extent not exercised. In each instance,
the exercise price per share will be determined by the average of the quoted
closing prices for the Company's common stock in the over-the-counter market
during the month of January immediately preceding the date Class C Warrants or
any portion thereof are exercised, except that the Class C Warrant exercise
price per share in any event will not exceed $10.00 per share. The exercise
price and number of shares issuable on exercise of Class C Warrants are
subject to adjustment in certain events to prevent dilution in the event of
any subsequent stock split, stock dividend, reclassification or
recapitalization affecting the outstanding common stock as a class.
EXCHANGE OF 900,000 VISTA COMMON SHARES BY CERTAIN STOCKHOLDERS
At the time Vista negotiated and concluded its agreements with Pharma
Patch, Vista was advised that three Vista stockholders, including Therapeutic
Patch Research N.V. ("TPR"), Saliva Research Limited ("SRL") and Westcliff
Partners Inc. ("WPI"), exchanged a total of 900,000 shares of Vista's
outstanding common stock for newly issued securities of Pharma Patch in a
privately-negotiated
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transaction. Those securities had been acquired by TPR, SRL and WPI in
December 1995 as a result of prior transactions financing the operations of
Vista through December 1995. See "Issuance of Shares for Expenses from June
Through December 1995" below.
CHANGE IN CONTROL AND OTHER INFORMATION
As a result of the agreements described above, Pharma Patch acquired a
controlling interest in Vista during March 1996. At March 31, 1996, Vista
had 5,256,105 common shares outstanding, including the 2,260,000 Vista shares
issued to Pharma Patch under the Stock Purchase Agreement and the Exchange
Agreement, but excluding common stock reserved for outstanding stock options,
warrants, conversion or exchange of debt obligations or reserved for
investments in certain Regional Joint Ventures. Pharma Patch's total
ownership of 3,160,000 Vista common shares at March 31, 1996 represented
approximately 60.1% of the total Vista common stock then outstanding. Vista
and Pharma Patch both recognized in March 1996 that Pharma Patch's percentage
ownership of the Company may fluctuate in the future as a result of continuing
changes in Vista's capitalization, the right of Pharma Patch to exercise its
Six Month Option for 250,000 Vista common shares expiring on September 30,
1996 and/or 500,000 Class C Warrants exercisable in February 1997 and February
1998, as described above, or as a result of a future decision by Pharma Patch
to sell or otherwise dispose of all or a portion of its investment in Vista.
The Company entered into a registration rights agreement with Pharma
Patch upon closing the Exchange Agreement. Subject to certain limitations,
this agreement grants Pharma Patch two "piggy-back" registration rights in the
event Vista files registration statements covering offerings of its securities
under the Securities Act of 1933. In addition, Pharma Patch will have the
right on three occasions after March 31, 1997 and until July 31, 2006 to
demand that all or a portion of the Company's common stock held by Pharma
Patch and issuable upon exercise of Class C Warrants and the Six Month Option
be registered under the Securities Act of 1933. Any such registrations of
Vista common stock for the account of Pharma Patch will be at the Company's
expense.
Murray D. Watson, a director of Vista since January 31, 1994, has served
since July 1993 as Chairman of the Board, Chief Executive Officer and a
director of Pharma Patch. On February 16, 1996, Mr. Watson was elected
Vista's Vice Chairman of the Board and Kenneth G. Howling, Vice President and
Chief Financial Officer of Pharma Patch, was elected Vista's Treasurer and
Chief Financial Officer. In each case, their election as Vista officers was
subject to a condition that definitive agreements for the contemplated
transactions between Vista and Pharma Patch be executed; these agreements were
executed on March 1, 1996 and completed on March 21, 1996.
Transactions contemplated by the Stock Purchase Agreement and the
Exchange Agreement were authorized and approved by Vista's board of directors
("Board") at a Board meeting held on February 6, 1996 attended by all three of
Vista's then directors. Vista's Board approved the Stock Purchase Agreement
and Exchange Agreement transactions with knowledge and disclosure of the
proposed exchange by TPR, SRL and WPI of 900,000 shares of Vista common stock
with Pharma Patch. Mr. Watson, a Vista director, abstained from voting on the
proposed transactions due to his position as the Chief Executive Officer and a
director of Pharma Patch. Messrs. Jac. J. Lam and Malcolm J. Rowe, Vista's
other two directors at that time, voted in favor of approving the
transactions. Mr. Rowe also served at the time as a member of Pharma Patch's
board of directors.
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PURCHASE OF CERTAIN SECURITIES FROM REFRACTIVE SERVICES-800, INC.
From July 1995 through June 1996 date, a foreign corporate investor
named Refractive Services-800, Inc. invested $520,000 in cash in five Regional
Joint Ventures sponsored by the Company. In exchange for that investment, and
in view of the high risks associated with making the initial investment in
start-up enterprises that had yet to negotiate any agreements for proposed
business operations, Refractive Services-800, Inc. received shares of a 10%
Series A convertible preferred issue of the five Regional Joint Ventures with
a liquidation preference equal to five times its cash investment (six times
its cash investment in the case of VLC-Northeast). The Company has been
advised that Refractive Services-800, Inc. is a Panama corporation owned and
controlled by Marcel Jouby, a Dutch citizen, Kerry Lynne O'Rourke, a South
African citizen residing in The Netherlands, and Sukumal Chintagavongse, a
Thailand citizen.
Vista negotiated an agreement on July 18, 1996 to acquire all Series A
Preferred shares in the five Regional Joint Ventures originally purchased by
Refractive Services-800, Inc. for $520,000. In exchange, Vista issued to
Refractive Services-800, Inc. a total of 520,000 shares of Vista common stock.
The Company also agreed to purchase for $50,000 in cash all of the capital
stock in Refractive Services 800 Corp., a Nevada corporation organized by
Refractive Services-800, Inc. in 1995 to acquire rights to certain 800 and 900
telephone numbers for telemarketing purposes.
OFFSHORE SALES OF COMMON STOCK UNDER REGULATION S
On March 29, 1996, Vista received $212,500 in proceeds from the sale of
100,000 shares of the Company's common stock at $2.125 per share under a
Regulation S offshore private placement transaction with one foreign investor,
Corundum B.V. The quoted closing market price for the Company's common stock
on March 29, 1996 was $2.625 per share. No fees or commissions to third
parties were paid in connection with this offering.
On June 13, 1996, Vista received $212,500 in proceeds from the sale of
100,000 shares of the Company's common stock at $2.125 per share under a
separate Regulation S offshore private placement transaction with two foreign
investors, Solar Ventures Limited as to 50,000 shares and Armilla Holdings
Limited as to 50,000 shares. The quoted closing market price for the
Company's common stock on June 13, 1996 was $3.25 per share. No fees or
commissions to third parties were paid in connection with this offering.
On August 14, 1996, the Company received $212,500 in proceeds from the
sale of 100,000 shares of the Company's common stock at $2.125 per share under
a Regulation S offshore private placement transaction with one foreign
investor, Paget Trading Ltd. The quoted closing market price for the
Company's common stock on August 9, 1996, the date of the agreement, was
$2.875 per share. No fees or commissions to third parties were paid in
connection with this offering.
PURCHASE OF LASER EQUIPMENT FROM AFFILIATE OF A DIRECTOR
On February 1, 1996, the Company entered into an asset purchase and
lease assumption agreement with a corporate affiliate of Dr. J. Charles
Casebeer providing for the purchase by Vista of an excimer laser system. The
purchase price for the equipment was $75,000 in cash, a $96,591 promissory
note with interest at 8% per annum originally due May 31, 1996, and the
assumption of outstanding obligations under an existing lease of the laser
including future lease payments not to exceed $328,409. Dr. Casebeer was
subsequently elected a director of the Company on February 16, 1996. Vista
later determined to replace its intended use of this equipment with newer
technology, resulting in a charge to earnings in the
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amount of $446,636 for the impairment of an idle asset. As of December 31,
1996, the note to Dr. Casebeer's corporate affiliate remained unpaid and is
expected to be paid by Vista later in the current fiscal year ending March 31,
1997.
ISSUANCE OF SHARES FOR EXPENSES FROM JUNE THROUGH DECEMBER 1995
During the period from June to December 1995, certain clients of the
Company's then acting President, Jac. J. Lam, invested approximately
$1,470,000 to sustain Vista's corporate operations during that period. These
advances included approximately $700,000 for travel by the Company's officers
and consultants and corporate office expenses in New York and Europe,
approximately $100,000 in out-of-pocket advances for various expenses, and
$670,000 in compensation paid for personnel assigned to support the Company's
corporate activities and its program to establish various Regional Joint
Ventures in North America under the "Vista Laser Centers" name. The $670,000
figure for personnel included $200,000 paid or payable to the Company's then
acting President, Jac. J. Lam, and $60,000 accrued for its then acting
Treasurer and Chief Financial Officer, Theodore J. Mayer. The Company's Board
of Directors agreed these charges should be billed at a flat negotiated rate
of $1,470,000 and in December 1995 authorized the issuance of 925,000 shares
of the Company's common stock in payment of these obligations.
These shares were issued to Therapeutic Patch Research, N.V. (300,000
shares), Saliva Research Ltd. (325,000 shares) and Westcliff Partners Inc.
(300,000 shares). Mr. Lam acted at the time as a managing director for
Saliva Research Ltd. and Westcliff Partners Inc., but disclaimed any
beneficial interest in the securities held by those entities.
REPURCHASE OF SHARES FROM SEMERA AB
In June 1994, the Company formed a subsidiary in Sweden, Vista Vision
Scandinavia AB ("Vista-Sweden"). Under an agreement dated June 1, 1994,
Vista-Sweden purchased certain assets of a PRK surgical center clinic in
Stockholm, Sweden, from Semera AB, an unaffiliated company. The price paid
for the assets was approximately $100,000 in cash, 28,600 shares of Vista
common stock and 28,600 Class A Warrants. Vista-Sweden concurrently engaged
the services of Professor Bjorn Tengroth, a noted authority in PRK procedures.
All of the capital stock of Vista-Sweden is owned by Convista Vision BV, a
Dutch company ("Convista") purchased by Vista in April 1994 as a subsidiary to
administer financing and management of the Company's international operations.
As part of the negotiated agreement with Semera AB, 20% of Convista's
capital stock was sold to Professor Tengroth for $3,000 and Vista-Sweden
advanced a loan of approximately $134,000 to Professor Tengroth. Exercising
an option granted in June 1994, Convista subsequently repurchased Professor
Tengroth's 20% interest in Convista for SEK 1,250,000 (approximately
$167,000), and his loan was repaid from the proceeds. In June 1995, the
Company repurchased 25,640 shares of Vista common stock and 25,640 Class A
Warrants from Semera AB for the sum of $277,777 pursuant to a commitment made
in June 1994.
The funds required for the $277,777 payment to Semera AB in June 1995
were obtained by the Company from proceeds of 12% convertible promissory notes
issued by Vista in June 1995. These 12% notes were issued and sold to G.
Lennart Perlhagen ($177,777), then a director of the Company, and Quintillion
B.V., an affiliate of Jac. J. Lam (who was elected a director and acting
President of the Company in June 1995). The 12% notes are due on June 15,
1998 and are convertible into shares of Vista common stock at $5.00 per share.
Payment obligations on the 12% notes are collateralized by the pledge of 51%
of the outstanding shares of Vista-Sweden. In consideration of these loans,
Vista-Sweden
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is obligated to pay the noteholders a royalty of $100 for each Incremental PRK
procedure performed by Vista-Sweden during the three years ending May 31,
1996, 1997 and 1998. Incremental PRK procedures for this purpose are
generally defined as the number of PRK procedures performed by Vista-Sweden in
excess of its first 800 PRK procedures for the twelve months ended May 31,
1996, and the number of PRK procedures in each following 12 month period that
exceed PRK procedures performed for the prior 12 month period.
ABANDONMENT OF OPERATIONS BY VISTA VISION INTERNATIONAL LTD. (UNITED KINGDOM)
Vista Vision International Ltd. ("Vista-UK"), formed in July 1992, owned
a 50% interest in Precision Laser Eye Centres Ltd., a joint venture with
Optika Holdings Limited formed in June 1993, which owned and operated an
excimer laser eye surgical clinic in London, England. G. Lennart Perlhagen,
President and Chief Executive Officer of the Company from February 1994 to
January 15, 1995, served as the managing director of Vista-UK since its
organization. The Company purchased all of the capital stock of Vista-UK and
advances to Vista-UK of approximately 24,000 British pounds from an
unaffiliated third party under an agreement dated March 31, 1994. The
consideration paid by the Company included $134,000 in cash (U.S. funds) and
250,000 shares of the Company's common stock issued to the seller, Laser
Technologies (Jersey) Ltd.
In June 1995, Vista closed the operations of Vista-UK and Precision
Laser Eye Centres Ltd. due to their unprofitable history, a change in business
strategy of the joint venture partner and extremely competitive market
conditions in London.
ABANDONMENT OF PROPOSED ACQUISITION OF MEDICAL DEVELOPMENT RESOURCES, INC.
Medical Development Resources, Inc. ("MDRI") is a privately-held
Delaware corporation engaged in research and development of a proprietary
production process for the manufacture of scalpels and other cutting
instruments from natural obsidian and/or an obsidian formulation. MDRI owned
100% of two operating subsidiaries, KMI I, Inc. ("KMI") which designs,
manufactures and markets precision surgical instruments and related products,
and Micra Instruments Limited ("Micra"), a company was formed by MDRI in July
1993 to purchase the assets of a business involved in design, development,
manufacturing and marketing of titanium microsurgical instruments for
ophthalmology and neurosurgery.
As previously reported in the Company's Annual Report on Form 10-KSB for
the fiscal year ended March 31, 1995 and Reports on Form 10-QSB for the
quarterly periods ended June 30, 1995 and September 30, 1995, the Company
engaged in a series of transactions and proposed transactions relating to
investments in MDRI and its subsidiaries from April 1994 through June 1995.
Vista wrote-off all of its investment in MDRI and loans advanced for MDRI's
account, aggregating $5,643,000, as of March 31, 1995.
INITIAL INVESTMENT BY VISTA IN MDRI. On April 1, 1994, Vista entered
into an agreement with Obsidian Research N.V., an unaffiliated partnership, to
acquire 715,563 shares of MDRI common stock and warrants to purchase up to
601,073 shares of MDRI common stock exercisable at $6.60 per share until
December 31, 1996. The purchase price paid by Vista for these MDRI securities
consisted of 200,000 shares of Vista Common Stock and 200,000 Vista Class A
Warrants. The MDRI common stock and warrants were originally acquired by
Obsidian Research N.V. at a cost of $1,125,000 in February 1993. Vista's
purpose in acquiring this interest in MDRI was to establish a long-term
relationship with the KMI subsidiary for future access to U.S.
ophthalmologists.
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ADDITIONAL MDRI INVESTMENTS IN MAY 1994. On May 5, 1994, Vista entered
into a Stock Purchase Agreement (the "May 1994 Stock Agreement") with six
individuals who were principal stockholders of MDRI and included certain
members of MDRI and KMI's management (the "MDRI Management Stockholders").
Under the May 1994 Stock Agreement, Vista purchased 1,000,000 newly issued
shares of MDRI common stock from MDRI on May 6, 1994 for $1,250,000 in cash
and acquired 1,000,000 shares of MDRI common stock from the MDRI Management
Stockholders in exchange for $2 million in principal amount of non-interest
bearing promissory notes due on December 31, 1994. At the time of this
investment, MDRI's management projected MDRI would generate net income for
fiscal 1994 of at least $900,000 and there was proposed an initial public
offering of MDRI securities in which Vista would participate as a selling
stockholder.
Concurrent with the closing of the May 1994 Stock Agreement, seven
foreign private investors purchased an additional 1,000,000 shares of MDRI
common stock from the MDRI Management Stockholders for $2 million in
non-interest bearing promissory notes due in ten equal bi-weekly installments
from July 5, 1994 through November 9, 1994. Under separate agreements on May
24, 1994, Vista acquired these 1,000,000 MDRI shares from the seven foreign
investors in exchange for 200,000 shares of Vista common stock and 100,000
Vista Class A Warrants (all of which Vista shares and warrants were
subsequently cancelled, as described below). With the consent of the MDRI
Management Stockholders, Vista common stock issued to the seven foreign
investors were substituted as a collateral pledge to secure obligations of the
foreign investors on their non-interest bearing notes to the MDRI Management
Stockholders.
In July 1994, Vista was advised that the seven foreign investors were
unable at that time to make payment of the installments due on their $2
million in notes to the MDRI Management Stockholders. As an accommodation to
the MDRI Management Stockholders, during July and August 1994 Vista prepaid
$600,000 in principal amount of Vista's $2 million note obligations otherwise
maturing on December 31, 1994 to the MDRI Management Stockholders.
EXCHANGES WITH TNC MEDIA, INC. FOR MDRI SECURITIES. Under an agreement
dated October 11, 1994, MDRI transferred shares of common stock in TNC Media,
Inc. ("TNC") to TNC in exchange for the forgiveness of $450,000 in principal
and $56,140 of accrued interest due from MDRI and KMI to TNC and for the
cancellation of 155,000 shares of MDRI common stock then held by TNC. As a
consequence of the cancellation of these shares, Vista's then percentage
ownership of MDRI capital stock increased from 52.41% to approximately 53.48%.
In consideration of this increase in Vista's ownership of MDRI, TNC received
from Vista redeemable Class B warrants to purchase up to 31,000 shares of
Vista common stock exercisable at $10.00 per share at any time through October
11, 1999 unless earlier called for redemption. Vista has the optional right
of calling the Class B warrants for redemption if the Vista common stock
issuable upon exercise of Class B Warrants have been registered for sale under
the Securities Act of 1933 and if Vista common stock is traded in the NASDAQ
over-the-counter market or on a national securities exchange and the closing
sale price is $22.50 per share or more for at least 20 consecutive trading
days on the date Class B Warrants are called for redemption.
During December 1994, Vista acquired 778,777 shares of MDRI common stock
(representing approximately 11.2% of the MDRI shares then outstanding) from
TNC in exchange for 155,755 shares of Vista common stock in order to increase
its voting position in MDRI. Vista demanded that MDRI call an annual meeting
of its stockholders to elect directors, but this demand was ignored by MDRI.
As a result of the above transactions, Vista owned 4,809,340 shares of
MDRI capital stock, or approximately 69.13% of the total then outstanding, at
December 31, 1994. The MDRI Management Stockholders continued to manage MDRI
and its subsidiaries and controlled the policies and operations of MDRI and
its subsidiaries.
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DECEMBER 1994 REORGANIZATION AGREEMENT WITH MDRI. In order to resolve
certain disputes which arose between MDRI Management Stockholders and the
seven foreign investors, on the one hand, and between MDRI Management
Stockholders and Vista on the other hand, and in an effort to obtain control
over the operating policies and management of MDRI and its subsidiaries, Vista
entered into an Agreement and Plan of Reorganization with MDRI and the MDRI
Management Stockholders dated as of December 15, 1994 (the "Reorganization
Agreement") and amended in January and March 1995. In order to obtain access
to historical financial records retained by independent public accountants for
MDRI, Vista further agreed that upon the closing of the Reorganization
Agreement Vista would assume $70,000 of MDRI's indebtedness to its independent
public accountants and would guarantee an additional $70,000 of such
indebtedness assumed by KMI. Vista advanced $40,000 of the funds
contemplated by these obligations prior to closing the Reorganization
Agreement as an accommodation to MDRI and KMI.
Due to numerous problems observed by Vista during its due diligence
review of the operations and reported financial condition of MDRI and its
subsidiaries, the original closing contemplated by the Reorganization
Agreement was postponed pending a renegotiation of certain terms and
provisions of the Reorganization Agreement. Vista also extended an exchange
offer to the holders of certain MDRI notes and warrants as required by the
Reorganization Agreement, subject to the closing of the Reorganization
Agreement. The Reorganization Agreement further provided for a proposed
merger later in 1995 of MDRI with a wholly-owned subsidiary of Vista.
EXCHANGE AGREEMENT FOR LOAN TO MICRA. In June 1995, Quintillion B.V.,
an affiliate of the Company's then acting President, Jac. J. Lam, advanced the
sum of $100,000 to Micra Instruments Ltd. for working capital to sustain
Micra's operations in exchange for a 15% debenture issued by Micra. The 15%
debenture was for a term of six months and payable thereafter on three months
written notice and secured by a fixed and floating charge on the assets of
Micra. In consideration of this financial accommodation, Vista entered into
an Exchange Agreement with Quintillion B.V. which grants Quintillion the right
to exchange the 15% Micra debenture for shares of the Company's common stock
at an exchange price of $1.25 per share of Vista common stock.
TERMINATION AND RESCISSION OF AGREEMENTS RELATING TO MDRI. Following
the failure of MDRI and the MDRI Management Stockholders to comply with
conditions set forth in the Reorganization Agreement and the inadequacy of
MDRI's financial records, Vista elected on July 7, 1995 to terminate all
obligations on its part under the Reorganization Agreement and advised MDRI
and the MDRI Management Stockholders that Vista was further rescinding all
transactions with the MDRI Management Stockholders contemplated by the May
1994 Purchase Agreement including all obligations under promissory notes
previously issued by Vista. The reasons given by Vista for these actions
included Vista's allegations of fraud, intentional misconduct and breach of
fiduciary duties on the part of the MDRI Management Stockholders,
misrepresentations of material facts by the MDRI Management Stockholders and
MDRI, and failures in the timely performance of conditions precedent to
Vista's obligations. Vista further demanded that the MDRI Management
Stockholders make full restitution to Vista of $600,000 in cash previously
paid by Vista to the MDRI Management Stockholders under notes issued pursuant
to the May 1994 Stock Purchase Agreement.
As a result of this action, all shares issued by Vista under the
Reorganization Agreement and to seven foreign investors in exchange for Vista
securities were cancelled and Vista returned to the MDRI Management
Stockholders all certificates representing shares of MDRI common stock
previously received by Vista except for 2,794,340 MDRI shares, believed to
represent approximately 40% of MDRI's outstanding common stock, paid for in
cash by Vista. Vista wrote-off all of its investment in MDRI and loans
advanced for MDRI's account, aggregating $5,643,000 as of March 31, 1995.
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TRANSACTIONS WITH FORMER OFFICERS AND DIRECTORS
In June 1994, Vista engaged the services of Drago A. Cerchiari to render
consulting services relating to financial and accounting matters, including
identification of suitable candidates for the position of the Company's Chief
Financial Officer. Vista issued 7,000 Class A Warrants in consideration of
this agreement, and agreed to repurchase all or any portion of these Class A
Warrants at the price of $5.00 per warrant. Mr. Cerchiari exercised his put
option and the 7,000 Class A Warrants were cancelled in June 1995.
The Company previously had employment agreements with Robert L. Ferrara,
who resigned as the Company's Chief Financial Officer on April 14, 1995; Drago
A. Cerchiari, who resigned as the Company's President, Chief Executive Officer
and a director on June 1, 1995; and G. Lennart Perlhagen, who resigned as the
Company's Chairman on June 1, 1995 and as a director on July 4, 1995.
Under an agreement dated as of July 5, 1995, the Company issued 16,000
shares of its common stock to Mr. Perlhagen in payment of $80,000 of
unreimbursed business expenses.
Under an agreement dated as of June 1, 1995, the Company paid Mr.
Cerchiari $8,740 in cash and issued 4,000 shares of common stock for
reimbursement of a total of $29,000 of unreimbursed business expenses. Vista
agreed that Mr. Cerchiari had a put option right to sell the 4,000 shares of
common stock to the Company after January 31, 1996 at a price equal to $20,260
plus interest from June 1, 1995 at the rate of 1% per month. Mr. Cerchiari
exercised that option on February 1, 1996. The Company also issued 5,000
shares of common stock to Mr. Cerchiari under the June 1, 1995 agreement as a
negotiated settlement for a one-time hiring bonus in his original employment
agreement dated as of January 15, 1995.
PROPOSAL 2 -- PROPOSAL TO APPROVE INCREASE IN 1994 STOCK OPTION PLAN
INTRODUCTION
Vista has adopted a policy of providing long-term incentive to members
of its Board and management tied to performance of Vista's Common Stock
through stock option and stock compensation plans. These plans are intended
to foster management incentive and positively align and reinforce management
and stockholder interests. The plans are structured to allow the Board of
Directors (the "Board") or a Stock Option Committee discretion in creating
management and key employee equity incentives which assist the Company in
motivating and retaining the appropriate talent needed to conduct its business
successfully. See "Executive Compensation -- Stock Option Plans" above and
"Proposal 3 -- Proposal to Approve 1996 Stock Compensation Plan" below.
The plans adopted by the Company include, among others, its 1994 Stock
Option Plan (the "1994 Plan"). Under the 1994 Plan as previously adopted by
the Board and approved by stockholders, up to a maximum of 150,000 shares of
Common Stock were authorized to be issued after adjustment for a one-for-5
reverse stock split as to the Common Stock effected on March 15, 1996. On
February 6, 1996 and November 16, 1996, and in order to provide adequate stock
options for new directors, management and other key personnel of the Company
engaged by the Company in 1996, with additional options available for future
grants, the Board increased the total number of shares subject to the 1994
Plan to a total of 2,500,000 shares, subject to ratification and approval of
the increase by stockholders of the Company. The 1994 Plan is designed to
permit the Company to provide different forms of options to meet competitive
conditions and the particular circumstances of the employees, officers,
directors and
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consultants who may be able to receive benefits. The 1994 Plan provides for
the granting of stock options which, at the discretion of the Company, may be
either "incentive stock options" within the meaning of Section 422A of the
Internal Revenue Code of 1986, as amended (the "Code") or stock options which
do not qualify as incentive stock options under the Code ("non-qualified
options"). Options under the 1994 Plan may be granted to officers, directors
and any employees of, or consultants to, the Company and its subsidiaries.
A copy of the 1994 Plan is attached as Exhibit A to this Proxy Statement
and includes certain amendments to the 1994 Plan recently adopted by the
Board, in accordance with the 1994 Plan, that are designed to comply with
recent amendments to Rule 16b-3 under the Securities Exchange Act of 1934
("Exchange Act") promulgated by the Securities and Exchange Commission
effective as of August 15, 1996. A summary of the major provisions of the
1994 Plan, which is qualified by reference to the full text of the 1994 Plan,
is as follows:
SHARES SUBJECT TO OPTION. If Proposal 2 is approved, up to 2,500,000
shares of Common Stock may be issued under the 1994 Plan. The number of
shares available for options and subject to option, and the option exercise
price, is to be adjusted upward or downward, as the case may be, in the event
of any stock dividend, recapitalization, merger, consolidation, split up or
similar transaction affecting shares of the Company's Common Stock. If any
option granted under the 1994 Plan terminates or expires without having been
exercised in full, the shares not purchased under such options will again be
available for purposes of the 1994 Plan.
ADMINISTRATION. The 1994 Plan is administered by a Stock Option
Committee (the "Committee") consisting of either all members of the Board or
two or more members of the Board who are non-employee directors of the Company
as defined in Rule 16b-3 under the Exchange Act. Since each director of the
Company is either a paid consultant or an employee of the Company, at present
there are no directors who would qualify as non-employee directors and the
Committee therefore consists of the full Board. The Committee has sole
authority to determine which eligible employees of the Company and its
subsidiaries shall receive options under the 1994 Plan, the times when they
are to receive them, the number of shares to be optioned in each case, the
provisions of the option agreements and the terms and conditions of exercise.
OPTION PRICE. The option price in each incentive stock option granted
under the 1994 Plan may be not less than 100% of the fair market value of the
optioned stock on the date the option is granted and 110% of such fair market
value if the optionee owns more than 10% of the voting rights of the Company's
outstanding capital stock. The option price of "non-qualified options"
granted under the 1994 Plan may be established at any price determined by the
Stock Option Committee, but not less than 50% of the fair market value of the
optioned stock on the date the option is granted. To date, all options
granted under the 1994 Plan have been granted at an exercise which is not less
than the fair market value of the optioned stock on the date of grant.
ELIGIBLE EMPLOYEES. Subject to selection by the Committee, any full-
time or part-time employee, officer or director of, or consultant to, the
Company is eligible to be granted one or more options pursuant to the 1994
Plan. All officers, directors, and nominees for election as directors are
eligible to participate in the 1994 Plan.
MAXIMUM OPTION TERM. No option under the 1994 Plan may be made
exercisable after the expiration of ten years from the date it is granted.
The Board may limit the term of options granted under the 1994 Plan to periods
of less than ten years. To date, all options granted under the 1994 Plan have
been limited to a maximum term of five years.
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LIMITATIONS ON TRANSFERABILITY. No option is transferable by the
optionee except by will, under the laws of descent or distribution, by a
qualified domestic relations order as defined by the Internal Revenue Code of
1986, to a family trust or trusts for family members of the original optionee,
or to a beneficiary corporation if all of the issued and outstanding capital
stock of the corporation shall be owned by the optionee. Shares issued on
exercise of an option may not be sold or otherwise disposed of by an optionee
until the expiration of at least six months following the date on which the
exercised option was originally granted by the Company.
EXERCISE AND TERMINATION OF OPTIONS. Options are exercisable in whole
or in part at such times after the date of grant as are set forth in an option
agreement as determined by the Committee. An option is exercisable by the
optionee only during his or her lifetime and only while he or she is an
employee of the Company, or within three months after termination of
employment to the extent exercisable at the date of employment termination.
In the event of an optionee's death or disability, the option, to the extent
exercisable at the date of termination of employment and unexercised, may be
exercised by the optionee or his estate within one year from date of death or
disability. In no event may any option be exercised beyond the expiration
date specified in the individual option agreement. Except as indicated above,
an option to the extent not validly exercised, will terminate automatically
upon the termination of employment with the Company.
OTHER PROVISIONS. Each option granted under the 1994 Plan will be for a
term, and exercisable only in accordance with, option agreements approved by
the Committee. The Committee has established a policy under the Company's
stock option plans of limiting the term of stock options to a period of five
years from the date of grant, but may elect otherwise as to one or more
individual option agreements. The terms of exercisability of an option under
the 1994 Plan may be determined upon an individual basis by the Committee at
the time of grant.
The 1994 Plan contains provisions which authorize the Board or the
Committee, in the event of a sale or merger of all or substantially all of the
Company's assets, or a merger or consolidation in which the Company is not the
surviving corporation, to take certain action in its discretion (or to
authorize such action by earlier resolution or by terms contained in the
option agreement). In the event of such a transaction the Committee may
authorize acceleration of the exercisability of any option to permit its
exercise in full during such period as the Committee may prescribe following
the public announcement of a sale of assets or merger. The Committee may also
require an optionee in the event of such a transaction to surrender his option
in return for a substitute option issued by a surviving corporation which is
determined by the Committee to have a value substantially equal to the value
of the surrendered option.
Under the terms of the 1994 Plan, the aggregate fair market value
(determined at the time an option is granted, which will normally be equal to
the option exercise price per share) of Common Stock exercisable under an
incentive stock option for the first time in any calendar year may not exceed
$100,000.
The 1994 Plan provides that shares of Common Stock acquired upon
exercise of options will be paid for in cash or, in the sole discretion of the
Board of Directors or the Committee, through the delivery of shares of the
Company's Common Stock with a market value equal to the option exercise price.
The ability to pay the option price in shares would, if permitted by the Board
or the Committee, enable an optionee to engage in a series of successive stock
for stock exercises of an option (sometimes referred to as "pyramiding") and
thereby fully exercise an option with little or no cash investment by the
optionee.
AMENDMENT. The Board of Directors may amend the 1994 Plan without the
approval of stockholders, except that stockholder approval will be required
for any amendment which would (i)
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increase the total number of shares optionable under the 1994 Plan, or (ii)
reduce the option price of incentive stock options granted under the 1994 Plan
below 100% of the fair market value of the stock on the day the option is
granted, or (iii) change the class of persons eligible to participate in the
respective Plan, or (iv) extend the period during which options may be granted
or exercised. Adjustments in the total number of shares optionable under the
1994 Plan and adjustments of the option price may be made, however, without
stockholder approval pursuant to the adjustment provisions mentioned above for
any stock dividend, recapitalization, merger, consolidation, split up or
similar transaction affecting shares of the Company's Common Stock.
DURATION. No option may be granted under the 1994 Plan after February
2, 2004, but options granted on or before that date will remain valid in
accordance with their respective terms.
OUTSTANDING OPTIONS. At December 31, 1996, no options had been
exercised under the 1994 Plan, and unexercised options were outstanding to
purchase 2,319,000 shares of Common Stock at an average option exercise price
of $2.72 per share, of which options covering 2,280,000 shares at option
exercise prices ranghing from $2.50 to $2.75 per share are subject to
stockholder ratification of the increase in the number of shares covered by
the 1994 Plan. If such increase is approved by stockholders, up to 181,000
shares not previously granted and any options which are cancelled or expire
will be available for future grants of options under the 1994 Plan. In the
event the Company successfully completes the sale of at least $5 million in
additional equity, two of the Company's executive officers have agreed to
surrender for cancellation options previously granted under the 1994 Plan
covering a total of 340,000 shares. Of the total options currently
outstanding, options to purchase 486,667 shares are exercisable in the fiscal
year ending March 31, 1997. Of the unexercised options outstanding, options
covering 1,928,000 shares are held by six current officers and directors (of
which options covering 323,000 shares are exercisable in the fiscal year
ending March 31, 1997) at an average exercise price of $2.63 per share.
Reference is made to "Executive Compensation -- Stock Options" above for
additional information relating to stock option activity with certain
executive officers of the Company.
FEDERAL TAX ASPECTS.
INCENTIVE STOCK OPTIONS
The holder of an "incentive stock option" within the meaning of Section
422A of the Internal Revenue Code of 1986, as amended (the "Code"), issued
under the 1994 Plan will not have taxable income upon either the grant of the
option or its exercise for cash. Upon the sale or other disposition of shares
received upon exercise of an incentive stock option, long-term capital gain
will normally be recognized in the full amount of the difference between the
sale proceeds and the option exercise price if the sale or other disposition
takes place at least (a) one year after the date of exercise of the option and
(b) two years after the date of grant of the option. Long-term capital gains
will be taxed at capital gain rates then in effect. If the stock is sold or
disposed of before the end of either of the one-year or two-year periods
described above for an amount greater than the fair market value of the stock
at the date of exercise, the difference between the incentive stock option
price and the fair market value of the shares on the date of the exercise of
the option will be taxed as ordinary income; the balance of the profit will be
taxed as long-term or short-term capital gain, as applicable. If the stock is
sold or disposed of before the expiration of either of the one-year or two-
year periods described above, and the amount realized is less than the fair
market value of the stock at the date of exercise, the employee's ordinary
income is limited to the amount realized less the option exercise price paid.
The Company will be entitled to a tax deduction only to the extent the
employee recognizes ordinary income with respect to the option or with respect
to any gain on disposition of the shares received when the incentive stock
option was exercised.
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The tax consequences may vary if an incentive stock option is exercised
by paying the exercise price, in whole or in part, by the transfer to the
Company of shares of Common Stock. If the optionee transfers shares of Common
Stock which he or she received through the exercise of an incentive stock
option and which he or she had not held for the requisite holding period prior
to the transfer, the optionee will recognize income as if the shares had been
sold or exchanged. The basis of the new shares received pursuant to the
exercise would be the optionee's basis in the tendered shares, plus the amount
of income recognized, plus the amount of cash paid, if any.
Whether or not an incentive option is exercised by payment of cash or
transfer of stock, the excess of the fair market value of stock received
pursuant to the exercise of an incentive stock option over the exercise price
may be deemed a tax preference item for purposes of the alternative minimum
tax.
NON-QUALIFIED STOCK OPTIONS
Options granted under the 1994 Plan that do not qualify as incentive
stock options under the Code will be "non-qualified options", i.e. will not
qualify as "incentive stock options" for purposes of federal tax laws. The
Board of Directors may also elect to grant non-qualified options under the
1994 Plan. Under existing laws and regulations, the grant of non-transferable
non-qualified options will not result in income taxable to the employee or
provide a deduction to the Company. However, the exercise of a non-qualified
option results in taxable income to the employee and the Company is entitled
to a corresponding deduction. At the time of exercise of a non-qualified
option, the amount so taxable and so deductible will be the excess of the fair
market value of the shares purchased over their option price. The income
recognized is measured on such date by the then fair market value of the
shares received less the option price. The Company will be entitled to a
corresponding deduction in the year the optionee realizes ordinary income.
THE BOARD OF DIRECTORS AT MEETINGS HELD ON FEBRUARY 6, 1996 AND NOVEMBER
16, 1996 APPROVED ADOPTION OF THE PROPOSAL TO INCREASE THE NUMBER OF SHARES
COVERED BY THE 1994 STOCK OPTION PLAN, AND RECOMMENDS THAT STOCKHOLDERS VOTE
FOR THE ADOPTION OF THIS PROPOSAL 2. AN AFFIRMATIVE VOTE BY THE HOLDERS OF A
MAJORITY OF THE SHARES ACTUALLY VOTED AT THE ANNUAL MEETING IS REQUIRED FOR
APPROVAL OF PROPOSAL 2. UNLESS INDICATED TO THE CONTRARY, THE ENCLOSED PROXY
CARD WILL BE VOTED FOR ADOPTION OF THIS PROPOSAL.
The Company has been advised that Pharma Patch PLC intends to vote all
3,410,000 shares of Common Stock it is entitled to vote at the Annual Meeting
in favor of the adoption of Proposal 2, and accordingly adoption of this
proposal is assured. See "Voting Securities and Principal Shareholders"
above.
PROPOSAL 3 -- PROPOSAL TO APPROVE 1996 STOCK COMPENSATION PLAN
On February 6, 1996, the Company's Board of Directors adopted a 1996
Stock Compensation Plan (the "Stock Plan") subject to approval of the Stock
Plan within one year thereafter by stockholders of the Company. The purpose
of the Stock Plan is to permit the Board or a Committee of the Board the
flexibility of issuing shares of Vista Common Stock in lieu of cash to
compensate officers, directors, employees and other individuals acting as
professionals, consultants and/or advisers to the Company for services
rendered to Vista and its subsidiaries. A "subsidiary" of the Corporation for
purposes of the Stock Plan is any corporation in which Vista at the time of a
compensation award owns or controls, directly or indirectly, at least 50% or
more of the outstanding voting capital stock.
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Shares may be issued under the Stock Plan solely in payment for the
value of services actually rendered to Vista. In no event may shares be
issued as compensation under the Stock Plan: (i) for services which are either
directly or indirectly related to the offer or sale of securities in a
capital-raising transaction by Vista or its corporate affiliates; or (ii) for
the sale of goods, merchandise, products or other tangible assets. Common
Stock issued as compensation under the Stock Plan will be valued at their fair
market value on the date such shares are authorized to be issued to a
participant for designated services rendered in a specified dollar amount. In
determining the fair market value of any such payment, the Board or a
Committee of the Board will take into consideration the quoted prices in the
public market for Common Stock on the date shares are authorized for issuance
and, if deemed applicable by the Board or the Committee to its determination
of fair market value, a reasonable discount to quoted market prices not
exceeding 25% of the low bid price on the date of such authorization if such
discount is deemed appropriate to allow for price volatility and/or possible
lack of liquidity based on reported prices and trading volume in the public
market for the Common Stock when compared to the number of shares authorized
for issuance as compensation and any applicable forfeiture or restrictive
provisions relating to the award.
Shares of Common Stock authorized by the Stock Plan may be issued as
compensation only upon the execution of an agreement by the recipient to
accept the same in lieu of all or a designated portion of cash compensation
otherwise payable for his or her services. If the award of shares is subject
to contractual restrictions or performance conditions that may result in a
forfeiture, the recipient's interest in the shares may not be sold, assigned,
transferred, pledged or otherwise encumbered prior to the date on which any
applicable restriction or performance condition and period shall lapse without
the requirement of forfeiture.
The Stock Plan will be administered by the Board or by a Committee of
not less than two directors. No member of the Committee will be eligible to
participate in the Stock Plan while serving on the Committee. The Committee
has the authority to (i) select the participants to whom Common Stock
compensation may be granted; (ii) determine the number of shares and the fair
market value thereof for each payment of Common Stock compensation; (iii)
determine any other terms and conditions of Common Stock compensation
payments, including but not limited to any restrictions or forfeiture
conditions relating to the performance of services by the participant; (iv)
determine whether, to what extent and under what circumstances a Common Stock
payment of compensation under the Stock Plan may be deferred either
automatically or at the election of the participant under a written agreement;
and (v) approve any agreement executed by participants under the Stock Plan.
Subject to approval of the Stock Plan by Vista stockholders, 250,000
shares of Common Stock will be available for payment of compensation under the
Stock Plan. If any shares are issued under the Stock Plan and subsequently
cease to be outstanding as a result of any forfeiture or failure to satisfy
restrictive conditions, such shares will again be available for compensation
payments under the Stock Plan. No compensation awards under the Stock Plan
have been made as of September 15, 1996.
Upon the issuance of shares under the Stock Plan and the expiration of
provisions as to possible forfeiture, if applicable, the participant will
recognize taxable income equal to the fair market value of the shares issued
and the Company will be entitled to a corresponding deduction in the year the
participant realizes ordinary income.
THE BOARD OF DIRECTORS AT A MEETING HELD ON FEBRUARY 6, 1996 UNANIMOUSLY
APPROVED ADOPTION OF THE PROPOSAL TO ADOPT THE 1996 STOCK COMPENSATION PLAN,
AND RECOMMENDS THAT STOCKHOLDERS VOTE FOR THE ADOPTION OF THIS PROPOSAL 3. AN
AFFIRMATIVE VOTE BY THE HOLDERS OF A MAJORITY OF THE SHARES ACTUALLY VOTED AT
THE ANNUAL MEETING IS REQUIRED FOR APPROVAL OF PROPOSAL 3.
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UNLESS INDICATED TO THE CONTRARY, THE ENCLOSED PROXY CARD WILL BE VOTED FOR
ADOPTION OF THIS PROPOSAL.
The Company has been advised that Pharma Patch PLC intends to vote all
3,410,000 shares of Common Stock it is entitled to vote at the Annual Meeting
in favor of the adoption of Proposal 3, and accordingly adoption of this
proposal is assured. See "Voting Securities and Principal Shareholders"
above.
OTHER MATTERS
INDEPENDENT PUBLIC ACCOUNTANTS
The Board of Directors appointed the independent public accounting firm
of KPMG Peat Marwick LLP to act as the principal independent accountants as to
the Company's consolidated financial statements for its most recent fiscal
year ended March 31, 1996. KPMG Peat Marwick LLP has advised the Company that
it had no direct or indirect financial interest in the Company or any sub-
sidiary during the time it has acted as independent public accountants for the
Company. The Company expects that a representative of KPMG Peat Marwick LLP
will be present at the Annual Meeting and will have the opportunity to make a
statement, if he or she so desires, and that such representative will be
available to respond to appropriate questions.
DATE FOR SUBMISSION OF STOCKHOLDER PROPOSALS FOR 1997 ANNUAL MEETING
Any proposal, relating to a proper subject, which a stockholder may
intend to present for action at the 1997 annual meeting of stockholders, and
which such stockholder may wish to have included in the Company's proxy
materials for such meeting, in accordance with the provisions of Rule 14a-8
promulgated under the Securities Exchange Act of 1934, must be received in
proper form by the Company at its principal office not later than August 31,
1997. It is suggested any such proposal be submitted by certified mail -
return receipt requested.
OTHER BUSINESS OF THE MEETING
Management is not aware of any matters to come before the Annual Meeting
other than those stated in this Proxy Statement. However, inasmuch as matters
of which management is not now aware may come before the Annual Meeting or any
adjournment thereof, the proxies confer discretionary authority with respect
to acting thereon, and the persons named in such proxies intend to vote, act
and consent in accordance with their best judgment with respect thereto. Upon
receipt of such proxies (in the form enclosed and properly signed) in time for
voting, the shares represented thereby will be voted as indicated thereon and
in this Proxy Statement.
January 10, 1997 By Order of the Board of Directors,
Thomas A. Schultz,
President
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EXHIBIT A
VISTA TECHNOLOGIES INC.
1994 STOCK OPTION PLAN
(Text in italics reflects changes adopted by the Board)
1. PURPOSE OF THE PLAN. The purpose of the Vista Technologies Inc.
1994 Stock Option Plan ("Plan") is to encourage ownership of the common stock
of Vista Technologies Inc., a Nevada corporation ("Company"), by eligible key
employees, directors and officers providing service to the Company and its
subsidiaries and to provide increased incentive for such employees and other
persons to render services to the Company and its subsidiaries in the future
and to exert maximum effort for the success of the business of the Company and
its subsidiaries.
2. DEFINITIONS. As used herein, and in any Option granted hereunder,
the following definitions shall apply:
(a) "Board" shall mean the Board of Directors of the Company.
(b) "Common Stock" shall mean the Common Stock of the Company.
(c) "Company" shall mean Vista Technologies Inc., a Nevada corporation
originally incorporated under the name Mercury Acquisitions, Inc. on
June 15, 1992.
(d) "Committee" shall mean <ITALICS> either (i) all of the members of the
Board, or (ii) a Committee of two or more members of the Board who are
non-employee directors as that term is defined in Rule 16b-3 promulgated
under the Exchange Act if there are at least two directors who so
qualify and if such a Committee is designated by the Board. </ITALICS>
(e) "Continuous Employment" or "Continuous Status as an Employee" shall mean
the absence of any interruption or termination of employment by the
Company or any Subsidiary. Continuous Employment shall not be
considered interrupted in the case of sick leave, military leave or any
other leave of absence approved by the Company or in the case of
transfers between locations of the Company or between the Company, its
Subsidiaries or its successor.
(f) "Employee" shall mean any person, including officers, directors,
employees and consultants, employed by the Company or any Subsidiary on
either a full-time or part-time basis.
(g) "Exchange Act" shall mean the Securities Exchange Act of 1934, as
amended.
(h) "Incentive Stock Option" shall mean any Option granted under this Plan,
or any other option granted to an Employee, which complies with the
provisions of Section 422A of the Internal Revenue Code of 1986, as
amended from time to time (herein called the "Code").
(i) "Non-Qualified Stock Option" shall mean any Option granted under this
Plan which does not qualify in whole or in part as an "incentive stock
option" under the provisions of Section 422A of the Code.
(j) "Option" shall mean a stock option granted pursuant to the Plan.
(k) "Optioned Shares" shall mean the Common Stock subject to an Option
granted pursuant to the Plan.
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(l) "Optionee" shall mean a person who receives an Option under the Plan.
(m) "Plan" shall mean this 1994 Stock Option Plan.
(n) "Share" shall mean a share of the Common Stock, as adjusted in
accordance with Section 6(i) of the Plan.
(o) "Subsidiary" means any corporation (other than the Company) in an
unbroken chain of corporations beginning with the Company if, at the
time of the granting of the Option, each of the corporations other than
the last corporation in the unbroken chain owns stock possessing 50
percent or more of the total combined voting power of all classes of
stock in one of the other corporations in such chain.
3. ADMINISTRATION OF THE PLAN.
(a) PROCEDURE. The Plan shall be administered by the Committee;
provided that after any date on which equity securities of the Company are
first effectively registered under Section 12 of the Exchange Act, no member
of the Committee shall be granted an Option under the Plan unless he or she
shall be first resign as a member of the Committee. Once appointed, the
Committee shall continue to serve until otherwise directed by the Board of
Directors of the Company. From time to time, the Board may increase the size
of the Committee and appoint additional members thereof, remove members (with
or without cause) and appoint new members in substitutions therefor, fill
vacancies, however caused, all subject to the provisions of Section 2(d)
above, and to remove all members of the Committee.
(b) POWERS OF THE COMMITTEE. Subject to the provisions of the Plan,
the Committee shall have the authority: (i) to determine, upon review of
relevant information, the fair market value of the Common Stock; (ii) to
determine the exercise price of Options to be granted (which price, in the
case of Incentive Stock Options, shall be not less than the minimum specified
in Section 6(b) hereof), the Employees to whom and the time or times at which
Options shall be granted, and the number of Shares to be represented by each
Option; (iii) to interpret the Plan; (iv) to prescribe, amend and rescind
rules and regulations relating to the Plan, (v) to determine the terms and
provisions of each Option granted under the Plan (which need not be identical)
and, with the consent of the holder thereof, to modify or amend any Option;
(vi) to authorize any person to execute on behalf of the Company any
instrument required to effectuate the grant of an Option previously granted by
the Committee, and (vii) to make all other determinations deemed necessary or
advisable for the administration of the Plan.
(c) EFFECT OF COMMITTEE'S DECISION. All decisions, determinations and
interpretations of the Committee shall be final and binding on all Optionees
and any other holders of any Options granted under the Plan.
4. STOCK RESERVED FOR THE PLAN. Subject to adjustment as provided in
paragraph 6(h) and 6(i) hereof and to the provisions of Section 9 hereof, a
total of <ITALICS> Two Million Five Hundred Thousand (2,500,000) </ITALICS>
shares of Common Stock shall be subject to the Plan. The Shares subject to
the Plan shall consist of unissued shares or previously issued shares
reacquired and held by the Company, and such amount of shares shall be and is
hereby reserved for sale for such purpose. Any of such shares which may
remain unsold and which are not subject to outstanding Options at the
termination of the Plan shall cease to be reserved for the purpose of the
Plan, but until termination of the Plan the Company shall at all times reserve
a sufficient number of shares to meet the requirements of the Plan. Should
any Option expire or be cancelled prior to its exercise in full, the shares
theretofore subject to such Option may again be made subject to an Option
under the Plan.
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5. ELIGIBILITY.
(a) Subject to Section 3(a) above, Incentive Stock Options under the
Plan may be granted only to Employees for a reason connected with their
employment by the Company or any Subsidiary. Subject to Section 3(a) above,
Non-Qualified Stock Options may be granted under the Plan to Employees for a
reason connected with their employment or other service to the Company or any
Subsidiary. An Employee who has been granted an Incentive Stock Option or a
Non-Qualified Stock Option, if he or she is otherwise eligible, may be granted
additional Incentive Stock Options or Non-Qualified Stock Options.
(b) The aggregate fair market value (determined at the time an
Incentive Stock Option is granted) of the Common Stock with respect to which
any Incentive Stock Option may be exercisable for the first time by an
Optionee during any calendar year (under this Plan and any other stock option
plans of the Company and its Subsidiaries) shall not exceed $100,000.
The Plan shall not confer upon any Optionee any right with respect to
continuation of employment by the Company, nor shall it interfere in any way
with his right or the Company's right to terminate his employment or other
position at any time.
6. TERMS AND CONDITIONS. Each Option granted under the Plan shall be
evidenced by an agreement, in a form approved by the Committee, which shall be
subject to the following express terms and conditions and to such other terms
and conditions as the Committee may deem appropriate.
(a) OPTION PERIOD. Each option agreement shall specify the period for
which the Option thereunder is granted (which in no event shall exceed ten
years from the date of grant) and shall provide that the Option shall expire
at the end of such period. In the case of Incentive Stock Options, if the
Optionee owns more than ten percent (10%) of the outstanding stock of the
Company (determined in accordance with Section 425(d) of the Code) on the date
the Incentive Stock Option is granted to him, the option period shall not
exceed five years from the date of grant.
(b) OPTION PRICE. The purchase price of each share of Common Stock
subject to each Option granted pursuant to the Plan shall be determined by the
Committee at the time the Option is granted. In the case of Incentive Stock
Options, such purchase price shall not be less than the fair market value of a
share of Common Stock on the date the Option is granted, as determined by the
Committee; provided, however, that in the case of an Incentive Stock Option
granted to an Optionee who owns more than ten percent (10%) of the outstanding
stock of the Company (determined in accordance with Section 425(d) of the
Code) on the date the Option is granted to him, the option price shall not be
less than 110% of the fair market value of a share of Common Stock on such
date. In the case of Non-Qualified Stock Options, such purchase price shall
not be less than fifty percent (50%) of the fair market value of a Share of
Common Stock on the date the Option is granted, as determined by the Committee
(c) EXERCISE PERIOD. No part of any Option may be exercised until the
Optionee shall have remained in the employ of the Company or any of its
Subsidiaries for such period after the date on which the Option is granted as
the Committee may specify in the option agreement.
(d) PROCEDURE FOR EXERCISE. Options shall be exercised by the
delivery of written notice to the Company setting forth the number of shares
with respect to which the Option is to be exercised. An Option may not be
exercised for fractional shares. Unless stock of the Company is used to
acquire such shares in accordance with paragraph 6(k), such notice shall be
accompanied by cash or certified check, bank draft, or postal or express money
order payable to the order of the Company for an amount equal to the Option
price of such shares and specifying the address to which the certificates for
such shares are to be mailed. As promptly as practicable after receipt of
such written notification and payment, the
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Company shall deliver to the Optionee certificates for the number of shares
with respect to which such Option has been so exercised, issued in the
Optionee's name; provided, however, that such delivery shall be deemed
effected for all purposes when a stock transfer agent of the Company shall
have deposited such certificates in the United States mail, addressed to the
Optionee, at the address specified pursuant to this paragraph 6(d). Until the
issuance of the stock certificates, no right to vote or receive dividends or
any other rights as a stockholder shall exist with respect to the optioned
shares.
(e) TERMINATION OF EMPLOYMENT. If an Optionee to whom an Option has
been granted ceases to be employed by the Company or any of its Subsidiaries
for any reason other than death or disability, the Options granted to him
shall thereupon terminate. Any Options which are exercisable on the date of
such termination of employment may be exercised during a three month period
beginning on such date.
(f) DISABILITY OR DEATH OF OPTIONEE. In the event of the disability
or death of the holder of an Option under the Plan while he is employed by the
Company or any of its Subsidiaries, the Options previously granted to him may
be exercised (to the extent he would have been entitled to do so at the date
of his disability or death) at any time and from time to time, within a period
of one year after his disability or death, by the Optionee, by the executor or
administrator of his estate or by the person or persons to whom his rights
under the Option shall pass by will or the laws of descent and distribution,
but in no event may the Option be exercised after its expiration. An employee
shall be deemed to be disabled if, in the opinion of a physician selected by
the Committee, he is incapable of performing services for the Company or any
of its subsidiaries by reason of any medically determinable physical or mental
impairment which can be expected to result in death or to be of long,
continued and indefinite duration lasting not less than 12 months.
(g) NO RIGHTS AS STOCKHOLDER. No Optionee shall have any rights as a
stockholder with respect to shares covered by an Option until the date of
issuance of a stock certificate for such shares; except as provided in
paragraphs 6(h) or 6(i), no adjustment for dividends, or otherwise, shall be
made if the record date therefore is prior to the date of issuance of such
certificate.
(h) EXTRAORDINARY CORPORATE TRANSACTIONS; ADJUSTMENT FOR
RECAPITALIZATION, MERGER, ETC.
If the Company is dissolved or liquidated, or is merged or consolidated
into or with another corporation, other than by a merger or consolidation in
which the Company is the surviving corporation, the then exercisable but
unexercised Options granted under the Plan shall not be exercisable after the
date of such dissolution, liquidation, merger or consolidation, unless such
other surviving corporation makes provision for adoption of the Plan and the
assumption of the Company's obligations thereunder.
Notwithstanding any provision of this Plan, the Committee is authorized
to take such action upon the date of grant of an Option or at any time
thereafter as it determines to be necessary or advisable, and fair and
equitable to Optionees, with respect to Options held by Optionees in the event
of a sale or transfer of all or substantially all of the Company's assets, or
merger or consolidation (other than a merger or consolidation in which the
Company is the surviving corporation and no shares are converted into or
exchanged for securities, cash or any other thing of value). Such action may
include (but is not limited to) the following:
(A) Accelerating the exercisability of any Option to permit its exercise in
full during such period as the Committee in its sole discretion shall
prescribe following the public announcement of a sale or transfer of
assets or merger or consolidation.
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(B) Permitting an Optionee, at any time during such period as the Committee
in its sole discretion shall prescribe following the consummation of
such a merger, consolidation or sale or transfer of assets, to surrender
any Option (or any portion thereof) to the Company for cancellation.
(C) Requiring any Optionee, at any time following the consummation of such a
merger, consolidation or sale or transfer of assets, if required by the
terms of the agreements relating thereto, to surrender any Option (or
any portion thereof) to the Company in return for a substitute Option
which is issued by the corporation surviving such merger or
consolidation or the corporation which acquired such assets (or by an
affiliate of such corporation) and which the Committee, in its sole
discretion, determines to have a value to the Optionee substantially
equivalent to the value to the Optionee of the Option (or portion
thereof) so surrendered.
Subject to any action which the Committee may take pursuant to the provisions
of this paragraph 6(h) and paragraph 6(i), in the event of any merger,
consolidation or sale or transfer of assets referred to in this paragraph 6(h)
or paragraph 6(i), upon any exercise thereafter of an Option, and Optionee
shall, at no additional cost other than payment of the exercise price of the
Option, be entitled to receive in lieu of Shares, (1) the number and class of
Shares or other security, or (2) the amount of cash, or (3) property, or (4) a
combination of the foregoing, to which the Optionee would have been entitled
pursuant to the terms of such merger, consolidation or sale or transfer of
assets, if immediately prior thereto the Optionee had been the holder of
record of the number of Shares for which such Option shall be so exercised.
(i) CHANGES IN COMPANY'S CAPITAL STRUCTURE. The existence of
outstanding Options shall not affect in any way the right or power of the
Company or its stockholders to make or authorize any or all adjustments,
recapitalization, reorganizations or other changes in the Company's capital
structure or its business, or any merger or consolidation of the Company, or
any issuance of Common Stock or subscription rights thereto, or any issuance
of bonds, debentures, preferred or prior preference stock ahead of or
affecting the Common Stock or the rights thereof, or the dissolution or
liquidation 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. Provided, however, that if the outstanding
shares of Common Stock of the Company shall at any time be changed or
exchanged by declaration of a stock dividend, stock split, combination of
shares, or recapitalization, the number and kind of shares subject to the Plan
or subject to any Options theretofore granted, and the option prices, shall be
appropriately and equitably adjusted so as to maintain the proportionate
number of shares without changing the aggregate option price.
(j) INVESTMENT REPRESENTATION. Each option agreement shall contain an
agreement that, upon demand by the Committee for such a representation, the
Optionee [or any person acting under paragraph 6(f)] shall deliver to the
Committee at the time of any exercise of an Option a written representation
that the shares to be acquired upon such exercise are to be acquired for
investment and not for resale or with a view to the distribution thereof.
Upon such demand, delivery of such a representation prior to the delivery of
any shares issued upon exercise of an Option and prior to the expiration of
the option period shall be a condition precedent to the right of the Optionee
or such other person to purchase any shares.
(k) PAYMENT WITH STOCK. Subject to approval of the Committee, an
Employee may pay for any shares of Common Stock with respect to which an
Option has been exercised by tendering to the Company other shares of Common
Stock at the time of the exercise of such Option, provided, however, that at
the time of such exercise, the Company shall have a Committee consisting of
two (2) or more disinterested directors who shall approve the payment for
option shares with other shares. The certificates representing such other
shares of Common Stock must be accompanied by a stock power duly executed with
signature guaranteed. The value of Common Stock so tendered shall be
determined by the
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Committee in its sole discretion. The Committee may, in its sole and absolute
discretion, refuse any tender of shares of Common Stock, in which case it
shall deliver the tendered shares of Common Stock back to the employee and
notify the employee of such refusal.
(l) OPTIONS NOT TRANSFERABLE. No Option or interest or right therein
or part thereof shall be liable for the debts, contracts or engagements of the
Optionee or his successors in interest or shall be subject to disposition by
transfer, alienation, anticipation, pledge, encumbrance, assignment or any
other means whether such disposition be voluntary or involuntary or by
operation of law by judgment, levy, attachment, garnishment or any other legal
or equitable proceedings (including bankruptcy) and any attempted disposition
thereof shall be null and void and of no effect; provided, however, that
nothing in this Section 6 shall prevent:
1) transfers by will, by the applicable laws of descent and
distribution, or by a qualified domestic relations order as
defined by the Internal Revenue Code of 1986, as amended, or
the rules thereunder;
2) options granted to directors and officers of the Company
may, at the direction of the director/officer-Optionee, be
designated in favor of a beneficiary corporation if all of
the issued and outstanding capital stock of the Optionee-
corporation shall be owned by such director or officer and
conditions as to the vesting and termination of such options
shall apply at all terms during the term of such options as
if the director or officer were the named Optionee;
<ITALICS> and
3) transfers to family trusts and trusts for family members of
the original Optionee so long as such options shall not
thereafter be freely transferable by any such trust.
</ITALICS>
(k). six month restriction on sale or disposition. <ITALICS> If
required to assure compliance with the provisions of Rule 16b-3 of the
Exchange Act, </ITALICS> no part of any shares acquired on exercise of an
Option granted under the Plan may be sold or otherwise disposed of by an
Optionee until the expiration of at least six months following the date on
which such Option so exercised was originally granted by the Company. In the
event an Option is exercised within six months of its date of grant <ITALICS>
and the Committee shall determine that the restriction required by this
paragraph is necessary to assure compliance with Rule 16b-3 of the Exchange
Act, </ITALICS> the securities evidencing the shares may bear a legend
referring to the restrictions set forth in this Section.
7. AMENDMENTS OR TERMINATION. The Board of Directors may amend,
alter or discontinue the Plan, but no amendment or alteration shall be made
which would impair the rights of any participant under any Option theretofore
granted without his consent, or which without the approval of the
shareholders, would: (i) except as is provided in paragraphs 6(h) and 6(i) of
the Plan, increase the total number of shares reserved for the purposes of the
Plan or decrease the option price provided for in paragraph 6(b) of the Plan,
(ii) change the class of persons eligible to participate in the Plan as
provided in paragraph 5 of the Plan, (iii) extend the option period provided
for in paragraph 6(a) of the Plan, or (iv) extend the expiration date of this
Plan set forth in paragraph 9 of the Plan.
8. COMPLIANCE WITH OTHER LAWS AND REGULATIONS. The Plan, the grant
and exercise of Options thereunder, and the obligation of the Company to sell
and deliver shares under such Options, shall be subject to all applicable
federal and state laws, rules and regulations and to such approvals by the
governmental or regulatory agency as may be required. The Company shall not
be required to issue or deliver any certificates for shares of Common Stock
prior to the completion of any registration or
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qualification of such shares under any federal or state law, or any ruling or
regulation of any government body which the Company shall, in its sole
discretion, determine to be necessary or advisable. Further, it is the
intention of the Company that the Plan comply in all respects with the
provisions of Rule 16b-3 of the United States Securities and Exchange Act of
1934, as amended. If any Plan provision is found or determined not to be in
compliance with such Rule 16b-3, the provision shall be deemed null and void
and this Plan shall be deemed appropriately amended, retroactive to the date
of initial adoption of this Plan, to provide for compliance with Rule 16b-3.
9. EFFECTIVENESS AND EXPIRATION OF PLAN. The Plan shall be effective
on February 3, 1994, the date the Board of Directors of the Company initially
adopted the Plan, subject to the express condition that any Incentive Stock
Option granted thereunder shall be subject to the condition that shareholders
of the Company shall have approved and ratified the Plan within one year
thereafter. Notwithstanding anything to the contrary set forth in the Plan or
any option agreement pursuant to the Plan, no Incentive Stock Option under the
Plan may be exercised unless shareholders of the Company shall have approved
and ratified the Plan within one year of its effective date; the failure to
obtain such approval by shareholders shall not affect the validity or right to
exercise any Non-Qualified Stock Option granted hereunder in accordance with
its terms. For the purpose of granting Options hereunder, this Plan shall
expire on February 3, 2004, ten years after the effective date of the Plan and
thereafter no Option shall be granted pursuant to the Plan.
10. INFORMATION TO STOCKHOLDERS. If the vote or written consent of
stockholders required by the provisions of Section 9 of this Plan was not
solicited substantially in accordance with the rules and regulations in effect
under Section 14(a) of the Exchange Act, then after the first registration of
equity securities of the Company under Section 12 of the Exchange Act and
prior to the first annual meeting of stockholders held subsequent thereto, the
Company shall furnish in writing to the holders of record of securities
entitled to vote substantially the same information concerning the Plan which
would have been required by the rules and regulations under Section 14(a) of
the Exchange Act then in effect as if proxies to approve the Plan were being
solicited at that time,
11. CANCELLATION AND ISSUANCE. The Committee may, at its sole
discretion, subject to the provisions of the Plan, cancel outstanding Options
and issue replacement Options under the Plan under terms and at exercise
prices it deems beneficial to the Company and the Optionees, to further the
purposes of the Plan. Notwithstanding this Section, no Option may be
cancelled, or otherwise amended or modified, without the written consent of
the Optionee.
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EXHIBIT B
VISTA TECHNOLOGIES INC.
1996 STOCK COMPENSATION PLAN
SECTION 1. PURPOSE OF THE PLAN AND CERTAIN DEFINITIONS.
1.1. The purpose of the 1996 Stock Compensation Plan (the "Plan") is to
aid Vista Technologies Inc., a Nevada corporation (the"Corporation") and its
subsidiaries by providing an "employee benefit plan" within the meaning of
that term in Rule 405 promulgated under the Securities Act of 1933, as amended
(the "Securities Act"), for use by a Committee of the Board, and at the
discretion of said Committee, to compensate officers, directors, employees and
other individuals acting in the place of employees of the Corporation or its
subsidiaries as professionals, consultants and/or advisers to the Corporation,
in each instance as designated from time to time by the Committee (such
persons being individually called a "Plan Participant" and collectively the
"Plan Participants").
1.2. For purposes of the Plan, a "subsidiary" of the Corporation shall
be any corporation in which the Corporation at the time of a compensation
award hereunder owns or controls, directly or indirectly, at least fifty
percent (50%) or more of the outstanding voting capital stock.
1.3. Compensation issuable under the Plan to Plan Participants shall be
payable in shares of the Corporation's common stock, par value $0.005 per
share (the "Common Stock") in lieu of cash compensation and shall be issued
solely in payment for the value of services actually rendered to the
Corporation by the Plan Participant. Shares issued hereunder shall be valued
at the fair market value thereof on the date such shares are authorized to be
issued to a specified Plan Participant by the Committee for designated
services rendered, or to be rendered, in a specified dollar amount. In
determining the fair market value of any payment in Common Stock issued under
this Plan from time to time, the Committee shall take into consideration the
quoted prices in the public market for the Common Stock on the date such
shares are authorized for issuance by the Committee and, if deemed applicable
by the Committee to its determination of fair market value, a reasonable
discount to quoted market prices not exceeding 25% of the low bid price on the
date of such authorization if such discount is deemed appropriate by the
Committee to allow for price volatility and/or possible lack of liquidity
based on reported price and trading volume in the public market for the Common
Stock when compared to the number of shares and any applicable forfeiture or
restrictive provisions authorized for issuance to a Plan Participant in
accordance herewith.
1.4. Compensation paid in Common Stock under this Plan may be issued
only with respect to services of the type for which shares pursuant to an
employee benefit plan may be registered on Form S-8 under the Securities Act
and the rules and regulations of the Securities and Exchange Commission
applicable thereto, as the same are in effect at the date this Plan is adopted
by the Board of Directors and as said Form S-8 and such rules and regulations
may be amended from time to time hereafter during the term of this Plan. In
no event shall any compensation be payable hereunder: (i) for services which
are either directly or indirectly related to the offer or sale of securities
in a capital-raising transaction by the Corporation; or (ii) for the sale of
goods, merchandise, products, tangible assets or other personal property.
Shares of Common Stock authorized by this Plan may be issued as compensation
only upon the execution of an agreement by the recipient of such shares to
accept the same in lieu of all or a designated portion of cash compensation
otherwise payable for such services.
1.5. Each prospective recipient of a payment of shares of Common Stock
under this Plan shall not, with respect to such payment, be deemed to have
become a Plan Participant, or to have any rights with respect to such payment,
until and unless such recipient shall have executed an agreement or other
instrument evidencing the payment in form and substance acceptable to the
Committee and delivered a
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fully executed copy thereof to the Corporation, and otherwise complied with
any then applicable terms and conditions of the payment.
1.6. Subject to the provisions of this Plan, shares or interests in
shares of Common Stock issued as compensation under the Plan may not be sold,
assigned, transferred, pledged or otherwise encumbered prior to the date on
which such shares are issued, or, if later, the date on which any applicable
restriction or performance condition and period shall lapse without a
requirement of forfeiture.
SECTION 2. ADMINISTRATION.
2.1. The Board of Directors of the Corporation (the "Board") shall
designate a Committee of not less than two directors (the "Committee") who
shall serve at the pleasure of the Board. No member of the Committee shall
be eligible to participate in the Plan while serving on the Committee, and
each member of the Committee shall conform to such other qualifications as
shall be necessary for payments of Common Stock compensation under the Plan to
be exempt from the provisions of Section 16(b) of the Securities and Exchange
Act of 1934, as amended (the "Exchange Act") by virtue of the provisions of
Rule 16b-3 thereunder as the same shall be amended from time to time.
2.2. The Committee shall have full power and authority, subject to such
resolutions not inconsistent with the provisions of the Plan as may be issued
or adopted by the Board, to authorize the issuance of Common Stock as
compensation for services in accordance with this Plan to eligible Plan
Participants designated by the Committee from time to time. In furtherance of
such powers:
(a) The Committee shall interpret the provisions of this Plan
and any payments of Common Stock compensation issued under the Plan (and
any agreements relating thereto) and supervise the administration of the
Plan.
(b) The Committee shall: (i) select the Plan Participants to
whom Common Stock compensation may from time to time be granted
hereunder; (ii) determine the number of shares and the fair market
value thereof for each payment of Common Stock compensation granted
hereunder; (iii) determine any other terms and conditions of such Common
Stock compensation payments, not inconsistent with the provisions of the
Plan (including but not limited to any restrictions or forfeiture
conditions relating to the performance of services by the Plan
Participant); (iv) determine whether, to what extent and under what
circumstances a Common Stock payment of compensation hereunder may be
deferred either automatically or at the election of the Plan Participant
under a written agreement; and (v) approve any agreement executed by
Plan Participants and the Corporation in accordance with this Plan.
(c) All decisions made by the Committee pursuant to the
provisions of the Plan and related orders or resolutions of the Board
(as and to the extent permitted hereunder) shall be final, conclusive
and binding on all persons, including the Corporation, its shareholders
and Plan Participants.
SECTION 3. STOCK SUBJECT TO THE PLAN.
3.1. The total number of shares of Common Stock of the Corporation
available for payment of compensation under the Plan is Two Hundred Fifty
Thousand (250,000) shares. Such shares may consist, in whole or in part, of
authorized and unissued shares or treasury shares. If any shares that have
been issued as compensation hereunder cease to be outstanding as a result of
any forfeiture or failure to satisfy restrictive conditions of a payment, such
shares shall again be available for compensation payments under the Plan.
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<PAGE>
3.2. In the event of any merger, reorganization, consolidation,
recapitalization, stock split, stock dividend, extraordinary cash dividend, or
other change in corporate structure affecting the Common Stock, such
adjustment shall be made in the aggregate number of shares which may be issued
under the Plan as may be determined to be appropriate by the Committee, in its
sole discretion; provided that the number of shares subject to any
compensation payment shall always be a whole number. In addition, the
Committee is authorized to make adjustments in the terms and conditions of,
and performance criteria relating to, payments of compensation hereunder in
recognition of unusual or nonrecurring events affecting the Corporation, the
financial statements of the Corporation, the services to be rendered by a Plan
Participant, or in response to changes in applicable laws, regulations or
accounting principles.
SECTION 4. STOCK CERTIFICATES AND CERTAIN RESTRICTIONS.
4.1. To the extent deemed necessary by the Committee, acting upon the
advice of counsel to the Corporation, stock certificates issued under the Plan
may bear an appropriate legend referring to any applicable restrictions under
the Securities Act. In such event, the Committee may require any Plan
Participant receiving shares pursuant to a Common Stock payment of
compensation under the Plan to represent to and agree with the Corporation in
writing that such Plan Participant is acquiring the shares without a view to
distribution thereof.
4.2. To the extent deemed necessary by the Committee, stock
certificates issued under the Plan may bear an appropriate legend referring to
the any restrictions applicable to any such payment, substantially in the
following form:
"The transferability of this certificate and the shares
represented hereby are subject to the terms and conditions
(including forfeiture) of the Corporation's 1996 Stock
Compensation Plan and an Agreement entered into between the
registered owner and the Corporation. Copies of such Plan and
Agreement are on file in the principal offices of the
Corporation."
4.3. If deemed appropriate by the Committee, the Committee may require
that the stock certificates evidencing shares subject to forfeiture or other
restrictions be held in custody by the Corporation until the restrictions
thereon shall have lapsed, and may require, as a condition of any restricted
payment, that the Plan Participant shall have delivered a stock power,
endorsed in blank, relating to the Common Stock covered by such payment.
SECTION 5. AMENDMENTS AND TERMINATION.
5.1. The Board may amend, alter, or discontinue the Plan, but no
amendment, alteration, or discontinuation shall be made which would:
(a) impair the rights previously granted to any Plan Participant
without the Plan Participant's consent;
(b) except with approval of shareholders of the Corporation
within one year after the same is proposed, increase the total number of
shares available for the purpose of the Plan;
(c) amend the Plan or an agreements thereunder in a manner that
would render the shares of Common Stock covered by the Plan to become
ineligible for registration on Form S-8 under the Securities Act (except
in the event Form S-8 shall be revoked by the Securities and Exchange
Commission);
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<PAGE>
(d) amend the Plan in a manner that would cause payments of
Common Stock compensation under the Plan to become subject to the
provisions of Section 16(b) of the Exchange Act (except in the event
Rule 16b-3 thereunder shall be revoked by the Securities and Exchange
Commission);
(e) otherwise materially increase the benefits accruing to Plan
Participants under the Plan or materially modify the requirements as to
eligibility for participation in the Plan.
5.2 The Committee may amend the terms of any Common Stock payment
theretofore granted under this Plan, prospectively or retroactively, but no
such amendment shall impair the rights of any Plan Participant without such
Plan Participant's consent.
SECTION 6. OTHER PROVISIONS.
6.1. Nothing in the Plan shall confer upon any Plan Participant the
right to continue in the employment of the Corporation or any of its
subsidiaries or affect any right that the Corporation or any of its
subsidiaries may have to terminate the employment of any such employee.
6.2. A Plan Participant shall have no rights as a shareholder until he
or she becomes the registered holder of record of Common Stock certificates
delivered under the Plan. The Corporation shall have no liability to any Plan
Participant for any delay in the issuance and delivery of such Common Stock
certificates; provided, however, that in the event of any unanticipated delay
in the issuance and delivery of shares authorized for issuance under the Plan,
in appropriate circumstances the Committee in its discretion may adjust the
number of share so issued to compensate for any loss to the Plan Participant
arising from a decline in the fair market value of shares issued as a result
of said unanticipated delay.
6.3. If any Plan Participant receiving a payment of Common Stock
compensation hereunder is an employee of the Corporation, such Plan
Participant shall make arrangements satisfactory to the Committee to pay to
the Corporation, in the calendar quarter of such payment, any Federal, state
or local taxes required to be withheld from the employee with respect to such
compensation. If such employee shall fail to make such tax payments as are
required, the Corporation and its subsidiaries shall, to the extent permitted
by law, have the right to deduct any such taxes from any payment of any kind
otherwise due to the Plan Participant.
6.4. The Plan shall be effective on the date it is approved by the
Board of Directors, but its continuance shall be subject to the approval,
obtained in accordance with Rule 16b-3(b) of the Exchange Act (if so
required), of the holders of a majority of all outstanding shares of Common
Stock within twelve months after the date the Plan is adopted by the Board.
Any stock compensation payments proposed for issuance before shareholder
approval is obtained must be rescinded if shareholder approval is not obtained
within twelve months after the Plan is adopted by the Board.
6.5. The validity, construction and effect of the Plan and any action
taken or relating to the Plan shall be determined in accordance with the laws
of the state of California and applicable federal law of the United States.
6.6 No payments of compensation hereunder shall be granted pursuant to
the Plan after the tenth anniversary of the earlier of either the date the
Plan is adopted by the Board or the date the Plan is approved by the
shareholders of the Corporation, but payments of compensation theretofore
granted may extend beyond that date.
# # # # # #
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P R O X Y VISTA TECHNOLOGIES
ANNUAL MEETING OF STOCKHOLDERS
February 4, 1997
The undersigned stockholder of VISTA TECHNOLOGIES INC. hereby appoints
THOMAS A. SCHULTZ and WILLIAM M. CURTIS, and each of them, the true and lawful
attorneys, agents and proxies of the undersigned, with full power of
substitution to each of them to vote all the shares of Common Stock which the
undersigned may be entitled to vote at the Annual Meeting of Stockholders of
the Corporation to be held on February 4, 1997, and at any adjournment of such
meeting, with all powers which the undersigned would possess if personally
present, for the following purposes:
1. ELECTION OF DIRECTORS
FOR each nominee listed below [ ]
(except as marked to the contrary below);
WITHHOLD AUTHORITY [ ]
to vote for each nominee listed below:
DR. J. CHARLES CASEBEER DR. DONALD G. JOHNSON
THOMAS A. SCHULTZ MURRAY D. WATSON
(Instruction: To withhold authority to vote for any individual nominee,
write that nominee's name in the space provided above.)
2. [ ] FOR [ ] AGAINST [ ] ABSTAIN as to a proposal to approve
an increase in shares covered by the Company's 1994 Stock Option Plan to
2,500,000 shares of Common Stock.
3. [ ] FOR [ ] AGAINST [ ] ABSTAIN as to a proposal to approve
the 1996 Stock Compensation Plan covering 250,000 shares of Common Stock
4. In their discretion upon such other matters as may properly come before
the meeting.
WITHHOLD AUTHORITY [ ]
This Proxy will be voted as directed or, if no direction is indicated, will be
VOTED FOR the election of the nominees named above and each of the other
Proposals listed above. The undersigned hereby acknowledges receipt of the
Notice of Annual Meeting and Proxy Statement dated January 10, 1997.
Dated: _____________ ___________________________________________
(Signature)
___________________________________________
(Signature if jointly held)
___________________________________________
(Print Name Here)
Please sign your name or names exactly as stenciled. When signing as
attorney, executor, administrator, trustee, guardian or corporate officer,
please give your full title as such.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~
TO VOTE BY PROXY, REMOVE THIS COVER PAGE AND RETURN THIS PROXY IN THE ENCLOSED
RETURN ENVELOPE OR BY FACSIMILE TRANSMISSION TO FAX NUMBER (415) 947-1760.
