<PAGE>
As filed with the Securities and Exchange Commission on September 4, 1998
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
--------------
AUTONOMOUS TECHNOLOGIES CORPORATION
(Exact name of registrant as specified in its charter)
Florida 59-2554729
(State of incorporation) (I.R.S. Employer Identification No.)
2800 Discovery Drive, Orlando, Florida 32826
(Address, of Principal Executive Offices)
AUTONOMOUS TECHNOLOGIES CORPORATION 1995 STOCK OPTION PLAN
(Full title of the plan)
Randy W. Frey
Autonomous Technologies Corporation
2800 Discovery Drive, Orlando, Florida 32826
(Name and address of agent for service)
(407) 282-1262
(Telephone number, including area code, of agent for service)
with a copy to :
William A. Grimm, Esq.
Gray, Harris & Robinson, P.A.
201 E. Pine Street, Suite 1200, Orlando, Florida 32801
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------
Proposed Maximum
Proposed Maximum Aggregate
Title of Amount to Offering Price Per Offering Amount of
Securities to be Registered be Registered Share Price Registration Fee
- --------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, 1,200,000 (1) $3.8125 (1) $4,575,000 $1,350
$0.01 value shares
- --------------------------------------------------------------------------------------------------------
</TABLE>
(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rules 457(c) and 457(h) under the Securities Act of 1933, as
amended (the "Securities Act"), upon the basis of the average of the high
and low prices of the Common Stock as reported on the Nasdaq National
Market System on September 2, 1998. Pursuant to Rule 416(c) under the
Securities Act, this Registration Statement also covers an indeterminate
amount of securities to be offered or sold as a result of any adjustments
from stock splits, stock dividends or similar events.
<PAGE>
INCORPORATION OF CONTENTS OF
EARLIER REGISTRATION STATEMENT BY REFERENCE
The purpose of this Registration Statement is to register an additional
1,200,000 shares of the Registrant's Common Stock, par value $0.01 per share, in
connection with the Registrant's 1995 Stock Option Plan, as amended. Pursuant to
General Instruction E of Form S-8, the contents of the Registrant's Registration
Statement (Registration No. 333-13581) on Form S-8 filed with the Securities and
Exchange Commission on October 7, 1996, are incorporated herein by reference.
EXHIBITS
Exhibit No. Description of Exhibit
4.1 Third Amended and Restated Articles of Incorporation of Autonomous
Technologies Corporation (Incorporated herein by reference to
Current Report on Form 8-K filed August 18, 1998)
5.1 Opinion of Gray, Harris & Robinson, P.A.
10.1 Autonomous Technologies Corporation 1995 Stock Option Plan, as
amended
23.1 Consent of Gray, Harris & Robinson, P.A. (included within Exhibit
5.1)
23.2 Consent from Arthur Andersen LLP
24.1 Power of Attorney (See page 2)
1
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act, the Registrant certifies
that it has reasonable grounds to believe that it meets all of the requirements
for filing on Form S-8 and has duly caused this Registration Statement to be
signed on its behalf by the undersigned, thereunto duly authorized, in the City
of Orlando, State of Florida on the 4/th/ day of September, 1998.
AUTONOMOUS TECHNOLOGIES CORPORATION
By: /s/ Randy W. Frey Date: September 4, 1998
-----------------------------------------
Randy W. Frey
Chairman of the Board and Chief Executive Officer
By: /s/ Monty K. Allen Date: September 4, 1998
-----------------------------------------
Monty K. Allen
Vice President, Treasurer, Chief Financial Officer and Principal Accounting
Officer
POWER OF ATTORNEY
We, the undersigned, officers and directors of Autonomous Technologies
Corporation, hereby severally constitute Randy W. Frey and Monty K. Allen, and
each of them singly, our true and lawful attorneys with full power to any of
them, and to each of them singly, to sign for us and in our names in the
capacities indicated below the Registration Statement on Form S-8 filed herewith
and any and all amendments to said Registration Statement and generally to do
all such things in our name and behalf in our capacities as officers and
directors to enable Autonomous Technologies Corporation to comply with the
provisions of the Securities Act and all requirements of the Securities and
Exchange Commission, hereby ratifying and confirming our signatures as they may
be signed by our said attorneys, or any of them, to said Registration Statement
and any and all amendments thereto.
Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed by the following persons in their capacities and on
the date indicated.
<TABLE>
<CAPTION>
Signature Title Date
- ------------------------------------ ------------------------------------------------- ------------------
<S> <C> <C>
/s/ Randy W. Frey Chief Executive Officer and Chairman of the Board September 4, 1998
- ------------------------------------
Randy W. Frey
/s/ Richard C. Capozza Director, President and Chief Operating Officer September 4, 1998
- ------------------------------------
Richard C. Capozza, Ph.D.
/s/ G. Arthur Herbert Director September 4, 1998
- ------------------------------------
G. Arthur Herbert
/s/ Timothy Barabe Director September 4 , 1998
- ------------------------------------
Timothy Barabe
/s/ Richard H. Keates Director September 4, 1998
- ------------------------------------
Richard H. Keates, MD
/s/ Whitney A. McFarlin Director September 4, 1998
- ------------------------------------
Whitney A. McFarlin
</TABLE>
2
<PAGE>
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Exhibit No. Description of Exhibit
<S> <C>
4.1 Third Amended and Restated Articles of Incorporation of
Autonomous Technologies Corporation (Incorporated herein by
reference to Current Report on Form 8-K filed August 18, 1998)
5.1 Opinion of Gray, Harris & Robinson, P.A.
10.1 Autonomous Technologies Corporation 1995 Stock Option Plan, as
amended
23.1 Consent of Gray, Harris & Robinson, P.A. (included within
Exhibit 5.1)
23.2 Consent from Arthur Andersen LLP
24.1 Power of Attorney (See page 2)
</TABLE>
3
<PAGE>
EXHIBIT 5.1
[LETTERHEAD OF GRAY, HARRIS & ROBINSON, P.A.]
September 4, 1998
Autonomous Technologies Corporation
2800 Discovery Drive
Orlando, FL 32826
Re: Registration Statement of Form S-8/Post-Effective Amendment No. 1
Dear Ladies and Gentlemen:
We have examined the Post Effective Amendment No. 1 to the Registration
Statement on Form S-8 (the "Registration Statement") registering an additional
1,200,000 shares of Common Stock (the "Shares") of Autonomous Technologies
Corporation (the "Company"), for issuance from time-to-time under the Autonomous
Technologies Corporation 1995 Stock Option Plan (the "Plan"). As your counsel
in connection with this transaction, we have examined the proceedings taken and
proposed to be taken in connection with the sale and issuance of the shares.
It is our opinion that, upon the effectiveness of the Registration
Statement, the shares which may be issued and sold from time-to-time by the
Company pursuant to the Plan as described in the Registration Statement, when
issued in accordance with the Plan, will be validly issued, fully paid and
nonassessable.
We consent to the use of this opinion as an exhibit to the Registration
Statement, and further consent to the use of our name wherever appearing in the
Registration Statement including the prospectus constituting a part thereof, and
all post-effective amendments thereto.
Very truly yours,
/s/ William A. Grimm
William A. Grimm
<PAGE>
Exhibit 10.1
AUTONOMOUS TECHNOLOGIES CORPORATION
1995 STOCK OPTION PLAN
----------------------
As amended
----------
Autonomous Technologies Corporation, a Florida corporation (the "Company"),
hereby adopts the 1995 Stock Option Plan (the "Plan") for its key employees,
officers and directors, in accordance with the following terms and conditions:
1. Purpose of the Plan. The purpose of the Plan is to advance the growth and
-------------------
development of the Company by affording an opportunity to executives,
consultants and key employees of the Company, as well as directors of the
Company and its affiliates, to purchase shares of the Company's common stock and
to provide incentives for them to put forth maximum efforts for the success of
the Company's business. The Plan is intended to permit certain designated stock
options granted under the Plan to qualify as incentive stock options under
Section 422A of the Internal Revenue Code of 1986.
2. Definitions. For purposes of this Plan, the following capitalized terms
-----------
shall have the meanings set forth below:
(a) "Board of Directors" means the board of directors of the Company.
(b) "Code" means the Internal Revenue Code of 1986, as currently in effect or
as hereafter amended.
(c) "Company" means Autonomous Technologies Corporation, a Florida
corporation.
(d) "Eligible Employee" means all directors, consultants, officers, and
executive, managerial, and other key employees of the Company or any Parent or
Subsidiary. In order to be eligible for an Incentive Stock Option, a director
or a consultant must also be a common law employee of the Company as provided in
Section 422A of the Code; however, in order to be eligible for a Nonqualified
Stock Option, a director or consultant need not be a common law employee of the
Company.
(e) "Incentive Stock Option(s)" means a stock option granted to an Eligible
Employee to purchase shares of Stock which is intended to qualify as an
"incentive stock option," as defined in Section 422A of the Code.
(f) "Nonqualified Stock Option(s)" means a stock option granted to an
Eligible Employee to purchase shares of Stock which is not intended to qualify
as an "incentive stock option" as defined in Section 422A of the Code.
(g) "Option" means any unexercised and unexpired Incentive Stock option or
Nonqualified Stock Option issued under this Plan, or any portion thereof
remaining unexercised and unexpired.
(h) "Option Agreement" means a written agreement by and between the Company
and an Optionee setting forth the terms and conditions of the Option granted by
the Board of Directors to such Optionee.
<PAGE>
(i) "Optionee" means any Eligible Employee who is granted an Option as
provided in the Plan.
(j) "Parent" means any present or future "parent corporation" of the Company
as such term is defined in Section 425 (e) of the Code and which the Board of
Directors of the Company has elected to be covered by the Plan.
(k) "Plan" shall mean the Company's Stock Option Plan.
(l) "Stock" means authorized and unissued shares of the Company's Common
Stock, or treasury shares of such class.
(m) "Subsidiary" means any present or future "subsidiary corporation" of the
Company, as such term is defined in Section 425 (f) of the Code and which the
Board of Directors has elected to be covered by the Plan.
(n) Where applicable, the terms used in this Plan have the same meaning as
the terms used in the Code and the regulations and rulings issued thereunder and
pursuant thereto, with reference to Options.
(o) Wherever appropriate, words used in this Plan in the singular may mean
the plural, the plural may mean the singular and the masculine may mean the
feminine or neuter.
3. Stock Subject to Option.
-----------------------
(a) Total Number of Shares. The total number of shares of Stock which may be
----------------------
issued by the Company to all Optionees under this Plan is 2,250,000 shares. The
total number of shares of Stock which may be so issued may be increased only by
a resolution adopted by the Board of Directors and approved by the shareholders
of the Company.
(b) Expired Options. If any Option granted under this Plan is terminated or
---------------
expires for any reason whatsoever, in whole or in part, the shares (or remaining
shares) of Stock subject to that particular Option shall again be available for
grant under this plan.
4. Administration of the Plan.
--------------------------
(a) Board of Directors. This plan shall be administered by the Board of
------------------
Directors who may, from time to time, issue orders or adopt resolutions, not
inconsistent with the provisions of the Plan, to interpret the provisions and
supervise the administration of the Plan. All determinations shall be by the
affirmative vote of a majority of the members of the Board of Directors at a
meeting called for such purpose, or reduced to writing and signed by a majority
of the members of the Board of Directors. Subject to the Company's Bylaws, all
decisions made by the Board of Directors in selecting Optionees, establishing
the number of shares and terms applicable to each option, and in construing the
provisions of this Plan shall be final, conclusive and binding on all persons,
including the Company, shareholders, Optionees, and purchasers of shares
pursuant to this Plan. No member of the Board of Directors shall be liable for
any action or determination made in good faith with respect to the Plan or an
Option granted hereunder.
<PAGE>
(b) Stock Option Plan Committee. The Board of Directors may from time to
---------------------------
time appoint a Stock Option Plan Committee, consisting of not less than two (2)
directors (the "Committee"). The Board of Directors may delegate to such
Committee full power and authority to take any action required or permitted to
be taken by the Board of Directors under this Plan, subject to restrictions on
affiliate participation under the Securities Exchange Act of 1934, pertaining
to, among other things, Section 16(b). The Board of Directors may from time to
time, at its sole discretion, remove members from or add members to the
Committee. Vacancies may be filled by the Board of Directors only. Where the
context requires, the Board of Directors shall mean the Committee, if appointed,
for matters dealing with administration of the Plan.
(c) Compliance with Internal Revenue Code. The Board of Directors (or
-------------------------------------
committee if appointed) shall at all times administer this Plan and make
interpretations hereunder in such a manner that Options granted hereunder
designated as Incentive Stock Options will meet the requirements of Section 422A
of the Code.
5. Selection of Optionees.
----------------------
(a) Discretion of the Board of Directors. In determining which Eligible
------------------------------------
Employees shall be offered Options, as well as the terms thereof, the Board of
Directors shall evaluate, among other things, (I) the duties and
responsibilities of Eligible Employees, (ii) their past and prospective
contributions to the success of the Company, (iii) the extent to which they are
performing and will continue to perform outstanding services for the benefit of
the Company, and (iv) such other factors as the Board of Directors deems
relevant.
(b) Limitation on Grant of Options. An Incentive Stock option may not be
------------------------------
granted to any optionee if the grant of such Option to such Optionee would
otherwise cause the aggregate fair market value (determined at the time the
Option is granted) of the Stock for which Options are exercisable for the first
time by such Optionee under all incentive stock option plans of the Company
during any calendar year to exceed $100,000. Non qualified Stock Options may be
granted to Eligible Employees at the sole discretion of the Board of Directors.
6. Option Agreement. Subject to the provisions of this Plan, each Option
----------------
granted to an Optionee shall be set forth in an Option Agreement upon such terms
and conditions as the Board of Directors determines, including a vesting
schedule. Each such Option Agreement shall incorporate the provisions of this
Plan by reference. The date of the grant of an Option is the date specified in
the Option Agreement. Any Option Agreement shall clearly identify such Options
as Incentive Stock Options
7. Option Prices.
-------------
(a) Determination of Option Price. The option price for Stock shall not be
-----------------------------
less than one hundred percent (100%) of the fair market value of the Stock on
the date of the grant of such Option. The option price for Stock granted to an
Eligible Employee who possesses more than ten percent (10%) of the total
combined voting power of all classes of common stock of the Company shall not be
less than one hundred ten percent (110%) of the fair market value of the Stock
on the date of the grant of such Option.
(b) Determination of Fair Market Value. For the purpose of this Plan, the
----------------------------------
fair market
<PAGE>
value of the Stock on the date of granting an Option shall be determined by the
Board of Directors in accordance with the applicable regulations under the Code.
(c) Determination of Stock Ownership. For purposes of paragraphs 7 and 8, an
--------------------------------
optionee's common stock ownership shall be determined by taking into account the
rules of constructive ownership set forth in Section 425(d) of the Code.
8. Term of Option. The term of an Option may vary within the sole discretion
--------------
of the Board of Directors, provided, however, that the term of an Incentive
Stock Option granted to an Eligible Employee shall not exceed ten (10) years
from the date of grant of such Incentive Stock Option. An Incentive Stock
Option may be canceled only in connection with the termination of employment or
death of the Optionee (as more particularly described in paragraph 9 hereof). A
Nonqualified Stock Option may be canceled only in connection with the
termination of employment (or consulting contract) or death of an Optionee, or
the removal or resignation of an Optionee who is a director.
9. Exercise of Option.
------------------
(a) Limitation on Exercise of Option. Except as otherwise provided herein,
--------------------------------
the Board of Directors, in its sole discretion, may limit an Option by
restricting its exercise in whole or in part to specified vesting periods or
until specified conditions have occurred. The vesting periods and any
restrictions will be set forth in the Option Agreement.
(b) Exercise Prior to Cancellation. An Option shall be exercisable only
------------------------------
during the term of the Option as long as the Optionee is in "Continuous
Employment" with the Company or is continually on the Board of Directors of the
Company or any Subsidiary, or any successor thereof. Notwithstanding the
preceding sentence, as long as the Option's term has not expired, as Option
which is otherwise exercisable in accordance with its provisions shall be
exercisable
(i) for a period ending ninety (90) days after the Optionee's Continuous
Employment with the Company has terminated, unless the Optionee was terminated
for cause by the Company, in which case the Option terminates on notice of
termination of employment; or
(ii) for a period ending ninety (90) days after the removal or resignation of
the Optionee from the Board of Directors, on which such Optionee has served; or
(iii) by the estate of the Optionee, within one (1) year after the date of
the Optionee's death, if the Optionee should die while in the Continuous
Employment of the Company or while serving on the Board of Directors of the
Company or any Subsidiary, or any successor thereof; or
(iv) within one (1) year after the Optionee's employment with the Company
terminates, if the Optionee becomes disabled during Continuous Employment with
the Company and such disability is the cause of termination.
For purposes of this Plan, the term "Continuous Employment" shall mean the
absence of any interruption or termination of employment (or termination of a
consulting contract) by the Company or any Parent or Subsidiary which now exists
or hereafter is organized or acquired by the Company. Continuous Employment
with the Company shall not be considered interrupted in
<PAGE>
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 any Parent or Subsidiary, or successor thereof. The term "cause" as used
in this subparagraph 9(b) shall mean: (i) commission of a felony or a charge of
theft, dishonesty, fraud or embezzlement; (ii) failure to adhere to Company's
reasonable directives and policies, willful disobedience or insubordination;
(iii) disclosing to a competitor or other unauthorized person, proprietary
information, confidences or trade secrets of the Company or any Parent or
Subsidiary; (iv) recruitment of Company or any Parent or Subsidiary personnel on
behalf of a competitor or potential competitor of the Company, any Parent or
Subsidiary, or any successor thereof; or (v) solicitation of business on behalf
of a competitor or potential competitor of the Company, any Parent or
Subsidiary, or any successor thereof.
(c) Method of exercising an Option. Subject to the provisions of any
------------------------------
particular Option, including any provisions relating to vesting of an Option, an
Optionee may exercise an Option, in whole or in part, by written notice to the
Company stating in such written notice the number of shares of Stock such
Optionee elects to purchase under the Option, and the time of the delivery
thereof, which time shall be at least fifteen (15) days after the giving of such
notice, unless an earlier date shall have been mutually agreed upon. Upon
receipt of such written notice, the Company shall provide the Optionee with that
information required by the applicable state and federal securities laws. If
after receipt of such information, the Optionee desires to withdraw such notice
of exercise, the Optionee may withdraw such notice of exercise by notifying the
Company, in writing, prior to the time set forth for delivery of the shares of
Stock. In no event may an Option be exercised after the expiration of its term.
An Optionee is under no obligation to exercise an Option or any part thereof.
(d) Payment for Option Stock. The exercise of any Option shall be contingent
------------------------
upon receipt by the Company of cash or certified bank check to its order (or in
the discretion of the Board of Directors, with shares of the Company's Common
Stock or cancellation of a vested portion of the Stock Option, or any
combination of the foregoing) in an amount equal to the full option price of the
shares of Stock being purchased. For purposes of this paragraph 9, shares of
the Company's Common Stock that are delivered in payment of the option price
shall be valued at their fair market value, as determined under the provisions
of the Plan. In the alternative, the Board of Directors may, but is not
required to, accept a promissory note, secured or unsecured, in the amount of
the option price made by the Optionee on terms and conditions satisfactory to
the Board of Directors.
(e) Delivery of Stock to Optionee. Provided the optionee has delivered
-----------------------------
proper notice of exercise and full payment of the option price, the Company
shall undertake and follow all necessary procedures to make prompt delivery of
the number of shares of Stock which the Optionee elects to purchase at the time
specified in such notice. Such delivery, however, may be postponed at the sole
discretion of the Company to enable the Company to comply with any applicable
procedures, regulations or listing requirements of any governmental agency,
stock exchange or regulatory authority. As a condition to the issuance of
shares of Stock, the Company may require such additional payments from the
Optionee as may be required to allow the Company to withhold any income taxes
which Company deems necessary to insure the Company that it can comply with any
federal or state income tax withholding requirements.
10. Transferability of Options.
--------------------------
<PAGE>
(a) Incentive Stock Options. Except as otherwise provided in paragraphs
-----------------------
9(b)(iii) and (iv) hereof, an Incentive Stock Option granted to an Optionee may
be exercised only during such Optionee's lifetime by such Optionee. An
Incentive Stock Option may not be sold, exchanged, assigned, pledged,
encumbered, hypothecated or otherwise transferred except by will or by the laws
of decent and distribution. No Incentive Stock Option or any right thereunder
shall be subject to execution, attachment or similar process by any creditors of
the Optionee. Upon any attempted assignment, transfer, pledge, hypothecation or
other encumbrance of any Incentive Stock Option contrary to the provisions
hereof, such Incentive Stock Option and all rights thereunder shall immediately
terminate and shall be null and void with respect to the transferee or assignee.
(b) Nonqualified Stock Options. Except as otherwise provided in this
--------------------------
paragraph, and except as otherwise provided in paragraphs 9(b)(iii) and (iv)
hereof, a Nonqualified Stock Option granted to an Optionee may be exercised only
during such Optionee's lifetime by such Optionee. A Nonqualified Stock Option
may be transferred in whole or in part to any member of the Optionee's
"immediate family" as such term is defined in Rule 16a-1(e) promulgated under
the Securities Exchange Act of 1934, as amended, to one or more trusts whose
sole beneficiaries are members of such Optionee's "immediate family" or to one
or more partnerships in which such Optionee's "immediate family" are the only
partners; provided, however, that the Optionee receives no consideration for the
transfer and such transferred Nonqualified Stock Option shall continue to be
subject to the same terms and conditions as were applicable to such Nonqualified
Stock Option immediately prior to its transfer. A Nonqualified Stock Option may
not be sold, exchanged, assigned, pledged, encumbered, hypothecated or otherwise
transferred except by will or by the laws of decent and distribution or as set
forth above. No Nonqualified Stock Option or any right thereunder shall be
subject to execution, attachment or similar process by any creditors of the
Optionee. Upon any attempted assignment, transfer, pledge, hypothecation or
other encumbrance of any Nonqualified Stock Option contrary to the provisions
hereof, such Nonqualified Stock Option and all rights thereunder shall
immediately terminate and shall be null and void with respect to the transferee
or assignee. The aforementioned Rule 16a-1(e) deems "immediate family" to mean
any child, stepchild, grandchild, parent, stepparent, grandparent, spouse,
sibling, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-
law, or sister-in-law, and shall include adoptive relationships.
11. Compliance with the Securities Laws.
-----------------------------------
(a) Optionee's Written Statement. The Board of Directors may, in its sole
----------------------------
discretion, require that at the time an Optionee elects to exercise his Option,
he shall furnish a written statement to the Company that he is acquiring such
shares of Stock for investment purposes only and that he has no intention of
reselling or otherwise disposing of such Stock, along with a written
acknowledgment that the Option and the shares of Stock pertaining to the Option
are not registered under the Securities Act of 1933, as amended (the "Act"), the
Florida securities laws, or any other state securities laws. In the event that
shares of Stock subject to the Option are registered with the Securities and
Exchange Commission, an Optionee shall no longer be required to comply with this
subparagraph 11(a).
(b) Registration Requirements. If at any time the Board of Directors
-------------------------
determines, in its sole discretion, that the listing, registration or
qualification of the shares of Stock subject to the Option upon any securities
exchange or under any state or federal securities laws, or the consent or
approval of any governmental regulatory body, is necessary or desirable as a
<PAGE>
condition of, or in connection with, the issuance or purchase of shares
thereunder, then the Option may not be exercised, in whole or in part, unless
such listing, registration, qualification, consent or approval shall have been
effected or obtained (and the same shall have been free of any conditions not
acceptable to the Board of Directors).
(c) Restrictions on Transfer of Shares. Subject to the Company's repurchase
----------------------------------
agreement and right of first refusal, as more particularly set forth in
paragraph 15 hereof, the shares of Stock acquired by an Optionee pursuant to the
exercise of an Option hereunder shall be freely transferable; provided, however,
that such shares of Stock may not be sold, transferred, pledged or hypothecated,
unless (i) a registration statement covering the securities is effective under
the Act and appropriate state securities laws, or (ii) an option of counsel,
satisfactory to the Company, that such sale, transfer, pledge or hypothecation
may legally be made without registration of such shares under federal or state
securities laws has been received by the Company.
(d) Restrictive Legend. In order to enforce the restrictions imposed upon
------------------
shares of Stock under this Plan, the Company shall make appropriate notation in
its stock records or, if applicable, shall issue an appropriate stock transfer
instruction to the Company's stock transfer agent. In addition, the Company may
cause a legend or legends to be placed on any certificates representing shares
of Stock issued pursuant to this Plan, which legend or legends shall make
appropriate reference to such restrictions in substantially the following form:
The shares of Common Stock evidenced by this certificate have been issued
under the Autonomous Technologies Corporation 1995 Stock Option Plan (the
"Plan") and are subject to the terms and provisions of such Plan.
These shares have not been registered under the Securities Act of 1933, as
amended, the Florida Securities and Investor Protection Act or any other state
securities laws, and, therefore, cannot be sold unless they are subsequently
registered under the Act and any applicable state securities laws, or unless an
exemption from registration is available.
These shares are subject to a repurchase option and right of first refusal as
set forth in the Plan, and any sale, transfer, gift, pledge, or encumbrance of
these shares is subject to this repurchase agreement and right of first refusal.
(e) In the event of a transaction (as defined in Section 14 of the Plan),
Optionee will comply with Rule 145 of the Securities Act of 1933 and any other
restrictions imposed under other applicable legal or accounting principles if
Optionee is an "affiliate" (as defined in such applicable legal and accounting
principles) at the time of the transaction, and Optionee will execute any
documents necessary to ensure compliance with such rules.
12. Changes in Capital Structure of Company. In the event of a capital
---------------------------------------
adjustment resulting from a stock dividend, stock spit, reclassification,
recapitalization, or by reason of a merger, consolidation, or other
reorganization in which the Company is the surviving corporation, the Board of
Directors shall make such adjustment, if any, as it may deem appropriate in the
number and kind of shares authorized by this Plan, or in the number, option
price and kind of shares covered by the Options granted. The Company shall give
notice of any adjustment to each Optionee and such adjustment shall be deemed
conclusive. The foregoing adjustments and the manner of application of the
foregoing provisions shall be determined solely
<PAGE>
by the Board of Directors, and any such adjustment may provide for the
elimination of fractional shares.
13. Reorganization, Dissolution or Liquidation. In the event of the
------------------------------------------
dissolution or liquidation of the Company, or any merger or combination in which
the Company is not a surviving corporation is involved, or the Company transfers
substantially all of its assets or property to another corporation, or in the
event any other corporation acquires control of the Company in a reorganization
within the meaning of Section 368(a) of the Code, all outstanding Options shall
thereupon terminate, subject to the provisions of Section 14 herein, unless such
Options are assumed or substitutes therefor are issued (within the meaning of
Section 425(a) of the Code) by the surviving or acquiring corporation in any
such merger, combination or other reorganization. Not withstanding the previous
sentence, the Company shall give at least fifteen (15) days written notice of
such transaction to holders of unexercised Options prior to the effective date
of such merger, combination, reorganization, dissolution or liquidation.
14. Accelerated Vesting Upon Certain Events. Not withstanding the
---------------------------------------
provisions of the foregoing sections 12 and 13, and unless otherwise provided in
the Option Agreement, in the event of an acquisition of the Company through the
sale of substantially all of the Company's assets and the consequent
discontinuance of its business or through a merger, consolidation, exchange,
reorganization, reclassification, extraordinary dividend, divestiture or
liquidation of the Company (collectively referred to as a "change in control
transaction" or "transaction"), all outstanding Options shall become immediately
exercisable, whether such Options had become exercisable prior to the
transaction; provided, however, that if the acquiring party seeks to have the
transaction accounted for on a "pooling of interests" basis and, in the opinion
of the Company's independent certified public accountants and the Company's
counsel, accelerating the exercisability of such options would preclude a
pooling of interests under generally accepted accounting principles, the
exercisability of such options shall not accelerate. In addition to the
foregoing, in the event of such a transaction, the Board may provide for one or
more of the following:
the complete termination of this Plan and the cancellation of outstanding
options not exercised prior to a date specified by the Board (which date shall
give Optionees a reasonable period of time in which to exercise the options
prior to or simultaneously with the effectiveness of such transaction);
that Optionees holding outstanding options shall receive, with respect to
each share of Option Stock subject to such options, as of the effective date of
any such transaction, cash in an amount equal to the excess of the Fair Market
Value of such Option Stock on the date immediately preceding the effective date
of such transaction over the option price per share of such options; provided
that the Board may, in lieu of such cash payment, distribute to such Optionees
shares of stock of the Company or shares of stock of any corporation succeeding
the Company by reason of such transaction, such shares having a value equal to
the cash payment herein; or
the continuance of the Plan with respect to the exercise of options which
were outstanding as of the date of adoption by the Board of such plan for such
transaction and provide to Optionees holding such options the right to exercise
their respective options as to an equivalent (in value) number of shares of
stock of the corporation succeeding the Company by reason of such transaction.
<PAGE>
The Board may restrict the rights or applicability of this Section 14 to the
extent necessary to comply with Section 16(b) of the Securities Exchange Act of
1934, the Internal Revenue Code or any other applicable law or regulation or to
qualify to have the transaction accounted for on a "pooling of interests" basis.
15. Option to Repurchase: Right of First Refusal.
--------------------------------------------
(a) Company's Option. Any Stock purchased pursuant to this Plan shall be
----------------
subject to an option to repurchase such Stock by the Company until the Company
becomes publicly held. Such option may be exercised by the Company during said
period only in the event of the voluntary termination of employment or the
involuntary termination of employment of the Optionee (except in the event of a
sale or liquidation of the Company in an acquisition), or in the event of the
resignation or removal of the Optionee from the Board of Directors of the
Company or any Parent, Subsidiary or successor thereof. The Company must elect
to exercise the option to repurchase within sixty (60) days following the
termination of the Optionee, otherwise such option shall expire. In order to
exercise the option, the Company must notify the optionee of its intent to
exercise its option by mailing a notice to the Optionee or the representative of
the Optionee's estate at the last address contained in the Company's files for
such Optionee. Such notice shall state that the Company intends to exercise its
option and shall state the purchase price per share which will be paid by the
Company and the date on which such option will be exercised, which date will not
be earlier than ten (10) days following the date of mailing said notice nor
later than sixty (60) days following the date (the "Termination") of termination
of employment, resignation or removal from the Board of Directors, or death of
the Optionee, as the case may be. The purchase price, in the case of
termination of employment or removal or resignation as a director, voluntarily
or without cause, shall be the fair market value of the Stock as determined by
the Board of Directors as of the date of the optionee's termination of
employment or death. The purchase price, in the case of termination of
employment or removal as a Director for cause, shall be the price paid by the
Optionee for said shares. The purchase price shall be evidenced by a promissory
note, bearing interest at the applicable federal rate under Section 1274(d) of
the Code. Payments on said note shall be made in three (3) equal annual
installments commencing six (6) months after the Termination Date. The term
"cause" as used in this paragraph shall mean a determination by the Board of
Directors that Optionee breached a material agreement with the Company or
committed an offense against the Company which constituted a breach of fiduciary
duty or a material civil tort.
(b) Right of First Refusal. Until the Company becomes publicly held, the
----------------------
Company will have the irrevocable right, privilege, and option to purchase any
Stock purchased by the Optionee pursuant to an option at any time when the
Optionee or any subsequent holder of said Stock ("Holder") receives a bonafide
offer to purchase part or all of said Stock by any other party, which offer is
acceptable to such Optionee or Holder, at the same price and upon the same terms
as such other party offers for the Stock or at fair market value of the Stock as
determined by the Board of Directors, whichever price is lower. If the Optionee
or Holder objects to the fair market value set by the Board of Directors, the
Optionee has the right to have the Stock appraised by a qualified, independent
appraiser with the cost of such appraisal to be paid by the optionee or Holder.
After such appraisal, the Company shall have the option to purchase the Stock on
the terms of the bona fide offer or the appraisal, whichever is less. The
Optionee or Holder will, upon receipt will be, or will be deemed to be, a holder
of any share of Stock subject to an option unless and until stock certificates
of such shares of Stock are issued to such person
<PAGE>
or persons pursuant to the terms of this Plan. Except as otherwise provided in
paragraph 12 of this Plan, no adjustment shall be made for dividends or other
rights for which the record date occurs prior to the date such stock certificate
is issued.
(c) Dividends. Purchasers of Stock pursuant to this Plan will be entitled,
---------
after issuance of their stock certificates, to any dividends that may be
declared and paid on the shares of Stock registered in their names. A stock
certificate representing dividends declared and paid in shares of Stock shall be
issued and delivered to the purchaser after such shares have been registered in
the purchaser's name. Such stock certificate shall bear the legends set forth
above and shall be subject to the provisions of this Plan, the Option Agreement
and any escrow arrangement.
(d) Voting Rights. Purchasers of shares of the Stock shall be entitled to
-------------
receive all notices of meetings and exercise all voting rights of a shareholder
with respect to the shares of Stock purchased.
16. Amendment and Termination of the Plan.
-------------------------------------
(a) Discretion of the Board of Directors. The Board of Directors may amend
------------------------------------
or terminate this Plan at any time provided; however, that (i) any such
amendment or termination shall not adversely affect the rights of Optionees who
were granted Options prior thereto, (ii) any such amendment shall not result in
a "modification" of any Option within the meaning of Section 425(h) of the Code
and (iii) any amendment which increases the total number of shares of Stock
covered by this Plan or changes the definition of Eligible Employee shall be
subject to obtaining the approval of the Company's shareholders.
(b) Automatic Termination. This Plan shall terminate ten (10) years after
---------------------
its approval by the shareholders of the Company or its adoption by the Board of
Directors, whichever is earlier, unless the Board of Directors shall, in its
discretion, elect to terminate this Plan at an earlier date. Options may be
granted under this Plan at any time and from time to time prior to termination
of the Plan under this subparagraph 17(b). Any Option outstanding at the time
the Plan is terminated under this subparagraph 17(b) shall remain in effect
until the Option is exercised or expires.
17. Miscellaneous.
-------------
(a) Notices. All notices and elections by an Optionee shall be in writing
-------
and delivered in person or by mail to the President or Treasurer of the Company
at the principal office of the Company.
(b) Effective Date of the Plan. The effective date of this Plan shall be the
--------------------------
earlier of the date on which the Board adopts the Plan, or the date of this
approval by the shareholders of the Company.
(c) Employment. Nothing in the Plan or in any Option granted hereunder, or
----------
in any Stock Option Agreement relating thereto shall confer upon any employee of
the Company or any Subsidiary, or any successor thereof, the right to continue
in the employ of the Company or any Subsidiary.
(d) Plan Binding. The Plan shall be binding upon the successors and assigns
------------
of the
<PAGE>
Company.
(e) Gender. Whenever used herein, nouns in the singular shall include the
------
plural, and the masculine pronoun shall include the feminine gender.
(f) Headings. Captioned headings of paragraphs and subparagraphs hereof are
--------
inserted for convenience and reference, and constitute no part of the Plan.
(g) Applicable Law. The validity, interpretation and enforcement of this
--------------
Plan are governed in all respects by the laws of the State of Florida and the
United States of America.
Originally adopted by the Board of Directors on October 25, 1995.
- --------------------------------------------------------------------------------
Originally adopted by the Shareholders on February 14, 1996.
Amended by the Shareholders on June 12, 1997 to increase the shares in the
Plan by 700,000 and on June 12, 1998 to increase the shares in the Plan by
500,000.
Amended by the Board of Directors on October 14, 1997 to include provisions
effecting acceleration of options in certain conditions of a change in control
or acquisition of the Company.
Amended by the Board of Directors on June 12, 1998 to include provisions
providing for limited transferability of Nonqualified Stock Options.
<PAGE>
EXHIBIT 23.2
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
As independent certified public accountants, we hereby consent to the
incorporation by reference in this registration statement of our report dated
June 2, 1998, included in Autonomous Technologies Corporation's Annual Report on
Form 10-K/A (File No. 0-28278) for the fiscal year ended December 31, 1997, and
to all references to our Firm included in this registration statement.
/s/ Arthur Andersen LLP
September 3, 1998
Orlando, Florida
