As filed with the Securities and Exchange Commission on October 3, 1997
File No. 333-_______
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
________
QPQ CORPORATION
(Exact name of issuer as specified in its charter)
________
Florida 65-0611607
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
7777 Glades Road
Suite 213
Boca Raton, Florida 33434
(Address of principal executive offices) (Zip Code)
________
QPQ CORPORATION 1997 STOCK OPTION PLAN
(Full title of the plan)
________
C. Lawrence Rutstein
7777 Glades Road, Suite 211
Boca Raton, Florida 33434
(561) 470-6005
(Name and address of agent for service)
Copy to:
James M. Schneider, Esq.
Atlas, Pearlman, Trop & Borkson, P.A.
200 East Las Olas Boulevard, Suite 1900
Fort Lauderdale, Florida 33301
(954) 763-1200
________________
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CALCULATION OF REGISTRATION FEE
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Proposed Proposed
maximum maximum
offering aggregate Amount of
Title of securities Amount to be price per offering registration
to be registered registered share price fee
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Common Stock(1)
($.01 par value) 1,000,000 shares $.91 $910,000 $275.76
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(1) Estimated solely for the purpose of computing the amount of the
registration fee in accordance with Rule 457(c) under the Securities
Act based upon the average of the high and low bid price for the
Common Stock, $.01 per share (the "Common Stock") as reported on the
Nasdaq SmallCap Market on September 30, 1997.
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QPQ CORPORATION
CROSS REFERENCE SHEET REQUIRED BY ITEM 501(b) OF REGULATION S-K
Form S-8 Item Number
and Caption Caption in Prospectus
-------------------- ---------------------
1. Forepart of Registration State- Facing Page of Registration
ment and Outside Front Cover Statement and Cover Page of
Page of Prospectus Prospectus
2. Inside Front and Outside Back Inside Cover Page of Pro-
Cover Pages of Prospectus spectus and Outside Cover Page of
Prospectus
3. Summary Information, Risk Fac- Not Applicable
tors and Ratio of Earnings to
Fixed Charges
4. Use of Proceeds Not Applicable
5. Determination of Offering Price Not Applicable
6. Dilution Not Applicable
7. Selling Security Holders Not Applicable
8. Plan of Distribution Cover Page of Prospectus
9. Description of Securities to be Description of Securities;
Registered QPQ Corporation 1997 Stock Option
Plan
10. Interests of Named Experts and Legal Matters
Counsel
11. Material Changes Not Applicable
12. Incorporation of Certain Infor- Incorporation of Certain
mation by Reference Documents by Reference
13. Disclosure of Commission Posi- Indemnification
tion on Indemnification for
Securities Act Liabilities
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PROSPECTUS
QPQ CORPORATION
1,000,000 Shares of Common Stock
($.01 par value)
Issued Pursuant to the
QPQ Corporation 1997 Stock Option Plan
This Prospectus is part of a Registration Statement which registers an
aggregate of 1,000,000 shares of Common Stock, $.01 par value (such shares being
collectively referred to as the "Shares") of QPQ Corporation (the "Company" or
"QPQ") which may be issued, as set forth herein, to officers, directors, key
employees and consultants of the Company pursuant to the exercise of
non-qualified or incentive stock options to purchase up to 1,000,000 shares of
Common Stock under and in accordance with the QPQ Corporation 1997 Stock Option
Plan (the "Plan") (the Plan covers the issuance of up to 1,000,000 shares of
Common Stock), and separate stock option agreements with employees and directors
(the "Option Agreements") (such options being collectively referred to as
"Options" or "Plan Options:"). All of the Options or Shares will be granted or
issued to such officers, directors, key employees and consultants pursuant to
individual written option agreements. Such prospective selling stockholders may
sometimes hereafter be collectively referred to as the "Selling Security
Holders." The Company has adopted the QPQ Corporation 1997 Stock Option Plan in
order to have available equity participation that can be utilized to reward and
provide incentives to current and future employees of the Company, members of
management and other key participants who can fulfill a substantial role in
developing and administering the operations of the Company. It is anticipated
that the Selling Security Holders may sell all or a portion of the Shares from
time to time in the over-the-counter market, in negotiated transactions,
directly or through brokers or otherwise, and that such shares will be sold at
market prices prevailing at the time of such sales or at negotiated prices, and
the Company will not receive any proceeds from such sales except upon exercise
of the Options.
No person has been authorized by the Company to give any information or to
make any representation other than as contained in this Prospectus, and if given
or made, such information or representation must not be relied upon as having
been authorized by the Company. Neither the delivery of this Prospectus nor any
distribution of the Shares issuable upon exercise of the Options or under the
terms of the Agreements shall, under any circumstances, create any implication
that there has been no change in the affairs of the Company since the date
hereof.
_________
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED ON THE ACCURACY OR
ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL
OFFENSE.
_________
This Prospectus does not constitute an offer to sell securities in any
state to any person to whom it is unlawful to make such offer in such state.
The date of this Prospectus is October 32, 1997.
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AVAILABLE INFORMATION
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and, in accordance
therewith, files reports, proxy statements and other information with the
Securities and Exchange Commission (the "Commission"). Reports, proxy statements
and other information filed with the Commission can be inspected and copied at
the public reference facilities of the Commission at 450 Fifth Street, N.W.,
Washington, D.C. 20549. Copies of this material can also be obtained at
prescribed rates from the Public Reference Section of the Commission at its
principal office at 450 Fifth Street, N.W., Washington, D.C. 20549. The
Commission also maintains a website on the internet that contains reports, proxy
and information statements and other information regarding registrants that file
electronically with the Commission at http://www.sec.gov. The Company's Common
Stock is traded on the Nasdaq SmallCap Market ("Nasdaq") under the symbol
"QPQQ."
The Company has filed with the Commission a Registration Statement on Form
S-8 (the "Registration Statement") under the Securities Act of 1933, as amended
(the "Act"), with respect to an aggregate of 1,000,000 shares of the Company's
Common Stock, to be issued to officers, directors, key employees or consultants
to the Company under the Plan, the Option Agreements or the Agreements, as the
case may be. This Prospectus, which is Part I of the Registration Statement,
omits certain information contained in the Registration Statement. For further
information with respect to the Company and the shares of the Common Stock
offered by this Prospectus, reference is made to the Registration Statement,
including the exhibits thereto. Statements in this Prospectus as to any document
are not necessarily complete, and where any such document is an exhibit to the
Registration Statement or is incorporated by reference herein, each such
statement is qualified in all respects by the provisions of such exhibit or
other document, to which reference is hereby made, for a full statement of the
provisions thereof. A copy of the Registration Statement, with exhibits, may be
obtained from the Commission's office in Washington, D.C. (at the above address)
upon payment of the fees prescribed by the rules and regulations of the
Commission, or examined there without charge.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed by the Company with the Securities and
Exchange Commission are incorporated herein by reference and made a part hereof:
1. The Company's Annual Report on Form 10-KSB for the year ended
December 31, 1996.
2. The Company's Quarterly Report on Form 10-QSB for the quarter ended
March 31, 1997.
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3. The Company's Quarterly Report on Form 10-QSB for the quarter ended
June 30, 1997.
4. The Company's Current Report on Form 8-K filed September 18, 1997.
All reports and documents filed by the Company pursuant to Section 13, 14
or 15(d) of the Exchange Act, prior to the filing of a post-effective amendment
which indicates that all securities offered hereby have been sold or which
deregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference herein and to be a part hereof from the respective
date of filing of such documents. Any statement incorporated by reference herein
shall be deemed to be modified or superseded for purposes of this Prospectus to
the extent that a statement contained herein or in any other subsequently filed
document, which also is or is deemed to be incorporated by reference herein,
modifies or supersedes such statement. Any statement modified or superseded
shall not be deemed, except as so modified or superseded, to constitute part of
this Prospectus.
The Company hereby undertakes to provide without charge to each person,
including any beneficial owner, to whom a copy of the Prospectus has been
delivered, on the written request of any such person, a copy of any or all of
the documents referred to above which have been or may be incorporated by
reference in this Prospectus, other than exhibits to such documents. Written
requests for such copies should be directed to Corporate Secretary, QPQ
Corporation, 7777 Glades Road, Suite 211, Boca Raton, Florida 33434, Telephone
No. (561) 470-6005.
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THE COMPANY
The Company was organized in Florida under the name of International Pizza
Corporation in July 1993. Since May 1997, new management of the Company has been
focusing its efforts on disposing of previously unprofitable areas of the
Company's operations and implementing a new business plan aimed at acquiring and
developing businesses with asset-based and profitable operations. During this
time, the Company has sold certain of its historically unprofitable or
marginally profitable businesses and has undertaken a search for acquisition
candidates which meet the Company's criteria. As a result of these efforts, the
Company has identified two acquisition candidates and has entered into letters
of intent with these candidates. Management believes that both these
acquisitions will be completed during the final fiscal quarter of 1997. The
Company has adopted the QPQ Corporation 1997 Stock Option Plan in order to have
available equity participation that can be utilized to reward and provide
incentives to current and future employees of the Company, members of management
and other key participants who can fulfill a substantial role in developing and
administering the operations of the Company.
On September 2, 1997, the Company executed a Letter of Intent to acquire
the business operations and assets of Replogle Enterprises, LLC ("Replogle")
which is located in Henry, Tennessee and has been continuously operating for
over 40 years. Replogle sells processed lumber throughout the Southeastern
United States. In addition to the transaction with Replogle, on September 29,
1997, the Company entered into a Letter of Intent to acquire all of the
outstanding stock of Lator International, Inc. ("Lator"). Lator, based in South
Florida, was formed to acquire and operate companies in the environmental
resource industry. Lator is in the process of acquiring another entity, Torland,
which harvests and wholesales peat moss. The Company is in the process of
undertaking various equity capital transactions in order to supplement its asset
base and working capital in support of such acquisitions.
QPQ CORPORATION 1997 STOCK OPTION PLAN
INTRODUCTION
The following descriptions summarize certain provisions of the Plan and
the form of agreements to be entered into by recipients of options thereunder.
Such summaries do not purport to be complete and are qualified by reference to
the full text of the Plan and form of agreement. A copy of the Plan is on file
as an exhibit to the Registration Statement of which this Prospectus is a part.
As of the date hereof, no Plan Options have as yet been issued. Each person
receiving an option under the Plan should read the Plan and related option
agreement in its entirety. The Company agrees to amend its Articles of
Incorporation, as required, to authorize sufficient shares of Common Stock to
permit the grant and exercise of the Options provided for by this Plan.
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The Company's 1997 Stock Option Plan was adopted by the Board of Directors
on September 26, 1997, effective as of that date. Under the Plan, the Company
has reserved an aggregate of 1,000,000 shares of Common Stock for issuance
pursuant to Options granted under the Plan. The purpose of the Plan is to
encourage stock ownership by officers, directors, key employees and consultants
of the Company, and to give such persons a greater personal interest in the
success of the Company's business and an added incentive to continue to advance
and contribute to the Company. The Compensation Committee of the Board of
Directors (the "Committee") of the Company will administer the Plan including,
without limitation, the selection of the persons who will be granted Plan
Options under the Plan, the type of Plan Options to be granted, the number of
shares subject to each Plan Option and the Plan Option price.
Plan Options granted under the Plan may either be options qualifying as
incentive stock options ("Incentive Options") under Section 422 of the Internal
Revenue Code of 1986, as amended, or options that do not so qualify
("Non-Qualified Options"). In addition, the Plan also allows for the inclusion
of a reload option provision ("Reload Option"), which permits an eligible person
to pay the exercise price of the Plan Option with shares of Common Stock owned
by the eligible person and receive a new Plan Option to purchase shares of
Common Stock equal in number to the tendered shares. As discussed hereafter, any
Incentive Option granted under the Plan must provide for an exercise price of
not less than 100% of the fair market value of the underlying shares on the date
of such grant, but the exercise price of any Incentive Option granted to an
eligible employee owning more than 10% of the outstanding Common Stock of the
Company must not be less than 110% of such fair market value as determined on
the date of the grant. The term of each Plan Option and the manner in which it
may be exercised is determined by the Board of Directors or the Committee,
provided that no Plan Option may be exercisable more than ten (10) years after
the date of its grant and, in the case of an Incentive Option granted to an
eligible employee owning more than 10% of the Common Stock, no more than five
(5) years after the date of the grant.
The Plan was authorized by the Board of Directors on September 26, 1997,
and the Company will seek to obtain approval and ratification of the Plan by the
stockholders of the Company at the annual meeting of stockholders to be held
subsequent thereto.
ELIGIBILITY
Officers, directors, key employees and consultants of the Company and its
subsidiaries are eligible to receive Non-Qualified Options under the QPQ
Corporation 1997 Stock Option Plan. Only officers, directors and employees of
the Company who are employed by the Company or by any subsidiary thereof are
eligible to receive Incentive Options.
ADMINISTRATION
The Plan will be administered by the Company's Compensation Committee of
the Board of Directors. The Committee determines from time to time those
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officers, directors, key employees and consultants of the Company or any of its
subsidiaries to whom Plan Options are to be granted, the terms and provisions of
the respective option agreements, the time or times at which such Plan Options
shall be granted, the type of Plan Options to be granted, the dates such Plan
Options become exercisable, the number of shares subject to each Plan Option,
the purchase price of such shares and the form of payment of such purchase
price. All other questions relating to the administration of the Plan, and the
interpretation of the provisions thereof and of the related option agreements,
are resolved by the Committee.
SHARES SUBJECT TO AWARDS
The Company will reserve 1,000,000 of its authorized but unissued shares
of Common Stock or shares maintained in the treasury of the Company for issuance
under the Plan, and a maximum of 1,000,000 shares may be issued thereunder. In
connection with the adoption and approval of the Plan, the Company's Board of
Directors resolved that the aggregate number of total shares of the Company's
Common Stock issuable under the Plan may not exceed 1,000,000 shares (subject to
adjustment in the event of certain changes in the Company's capitalization)
without further action by the Company's Board of Directors and stockholders, as
required. Except for such limitation on the aggregate number of shares issuable
under the Plan, there is no maximum or minimum number of shares of Common Stock
as to which a Plan Option may be granted to any person. Shares used for Plan
Options may be authorized and unissued shares or shares reacquired by the
Company, including shares purchased in the open market. Shares covered by Plan
Options which terminate unexercised will again become available for additional
Plan Options, without decreasing and maximum number of shares issuable under the
Plan, although such shares may also be used by the Company for other purposes.
The Plan provides that, if the Company's outstanding shares are increased,
decreased, exchanged or otherwise adjusted due to a share dividend, forward or
reverse share split, recapitalization, reorganization, merger, consolidation,
combination or exchange of shares, no proportionate adjustment shall be made in
the number or kind of shares subject to the Plan except with respect to
unexercised Plan Options and in the purchase price per share under such
unexercised Plan Options. Subject to determination by the Board of Directors or
the Committee, any adjustment, however, will not change the total purchase price
payable for the shares subject to outstanding Plan Options. In the event of the
proposed dissolution or liquidation of the Company, a proposed sale of all or
substantially all of the assets of the Company, a merger or tender offer for the
Company's shares of Common Stock, the Board of Directors may declare that each
Option granted under this Plan shall terminate as of a date to be fixed by the
Board of Directors; provided that not less than 30 days written notice of the
date so fixed shall be given to each Eligible Person holding an Option, and each
such Eligible Person shall have the right, during the period of 30 days
proceeding such termination, to exercise his Option as to all or any part of the
Shares, including shares of stock as to which such Option would not otherwise be
exercisable.
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TERMS OF EXERCISE
The Plan provides that the Plan Options granted thereunder shall be
exercisable from time to time in whole or in part, unless otherwise specified in
the agreement representing the Plan Options or by the Committee or by the Board
of Directors. Each Plan Option may be exercised in whole or in part at any time
during the period from the date of the grant until the end of the period covered
by the Plan Option period.
The Plan provides that, with respect to Incentive Stock Options, the
aggregate fair market value (determined as of the time the option is granted) of
the shares of Common Stock, with respect to which Incentive Options are first
exercisable by any option holder during any calendar year (including all
incentive stock option plans of the Company, any parent or any subsidiaries
which are qualified under Section 422 of the Internal Revenue Code of 1986, as
amended) shall not exceed $100,000.
EXERCISE PRICE
The purchase price for shares subject to Incentive Options must be at
least 100% of the fair market value of the Company's Common Stock on the date
the option is granted, except that the purchase price must be at least 110% of
the fair market value in the case of an Incentive Option granted to a person who
is a "10% stockholder." A "10% stockholder" is a person who owns (within the
meaning of Section 422(b)(6) of the Internal Revenue Code of 1986) at the time
the Incentive Option is granted, shares possessing more than 10% of the total
combined voting power of all classes of the outstanding shares of the Company,
any parent or any subsidiaries. The Plan provides that fair market value shall
be determined by the Board or the Committee in accordance with procedures which
it may from time to time establish. If the purchase price is paid with
consideration other than cash, the Board or the Committee shall determine the
fair value of such consideration to the Company in monetary terms.
The exercise price of Non-Qualified Options shall be determined by the
Board of Directors or the Committee, but in no event shall the exercise price be
less than the par value of the Company's Common Stock.
The per share purchase price of shares subject to Plan Options granted
under the Plan may be adjusted, as determined by the Board of Directors or the
Committee, in the event of certain changes in the Company's capitalization, but
any such adjustment shall not change the total purchase price payable upon the
exercise in full of Plan Options granted under the Plan.
MANNER OF EXERCISE
Plan Options are exercisable under the Plan by delivery of written notice
to the Company stating the number of shares with respect to which the Plan
Option is being exercised, together with full payment of the purchase price
therefor. Payment shall be in cash, checks, certified or bank cashier's checks,
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promissory notes secured by the Shares issued through exercise of the related
Options, shares of Common Stock or in such other form or combination of forms
which shall be acceptable to the Board of Directors or the Committee, provided
that any loan or guarantee by the Company of the purchase price may only be made
upon resolution of the Board or Committee that such loan or guarantee is
reasonably expected to benefit the Company.
OPTION PERIOD
All Incentive Options shall expire on or before the tenth (10th)
anniversary of the date the option is granted except as limited above.
Non-Qualified Options shall expire as provided under the terms of the Option
grant.
TERMINATION
All Plan Options, except as otherwise provided therein, are nonassignable
and nontransferable, except by will or by the laws of descent and distribution,
and during the lifetime of the optionee, may be exercised only by such optionee.
If an optionee's employment is terminated for any reason, other than his death
or disability or termination for cause, or if an optionee is not an employee of
the Company but is a member of the Company's Board of Directors and his service
as a director is terminated for any reason, other than death or disability, the
Plan Option granted to him shall lapse to the extent unexercised on the earlier
of the expiration date or 30 days following the date of termination. Except as
otherwise provided therein, if the optionee dies during the term of his
employment, the Plan Option granted to him shall lapse to the extent unexercised
on the earlier of the expiration date of the Plan Option or the date one year
following the date of the optionee's death. If the optionee is permanently and
totally disabled within the meaning of Section 22(c)(3) of the Internal Revenue
Code of 1986, as amended, the Plan Option granted to him lapses to the extent
unexercised on the earlier of the expiration date of the option or one year
following the date of such disability.
MODIFICATION AND TERMINATION OF PLANS
The Board of Directors or committee may amend, suspend or terminate the
Plan at any time. However, no such action may prejudice the rights of any
optionee who has prior thereto been granted options under this Plan. Further, no
amendment to this Plan which has the effect of (a) increasing the aggregate
number of Shares subject to this Plan (except for adjustments due to changes in
the Company's capitalization), or (b) changing the definition of "Eligible
Person" under this Plan, may be effective unless and until approved by the
stockholders of the Company in the same manner as approval of this Plan is
required. Any such termination of the Plan shall not affect the validity of any
Plan Options previously granted thereunder. Unless the Plan shall theretofore
have been suspended or terminated by the Board of Directors, the Plan shall
terminate on September 26, 2007.
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FEDERAL INCOME TAX EFFECTS
The following discussion applies to the QPQ Corporation 1997 Stock Option
Plan and is based on federal income tax laws and regulations in effect on March
31, 1997. It does not purport to be a complete description of the federal income
tax consequences of the Plan, nor does it describe the consequences of state,
local or foreign tax laws which may be applicable. Accordingly, any person
receiving a grant under the Plan should consult with his own tax adviser.
The Plan is not subject to the provisions of the Employee Retirement
Income Security Act of 1974 and is not qualified under Section 401(a) of the
Internal Revenue Code of 1986, as amended (the "Code").
An employee granted an Incentive Option does not recognize taxable income
either at the date of grant or at the date of its timely exercise. However, the
excess of the fair market value of Common Stock received upon exercise of the
Incentive Option over the Option exercise price is an item of tax preference
under Section 57(a)(3) of the Code and may be subject to the alternative minimum
tax imposed by Section 55 of the Code. Upon disposition of stock acquired on
exercise of an Incentive Option , long-term capital gain or loss is recognized
in an amount equal to the difference between the sales price and the Incentive
Option exercise price, provided that the option holder has not disposed of the
stock within two years from the date of grant and within one year from the date
of exercise. If the Incentive Option holder disposes of the acquired stock
(including the transfer of acquired stock in payment of the exercise price of an
Incentive Option) without complying with both of these holding period
requirements ("Disqualifying Disposition"), the option holder will recognize
ordinary income at the time of such Disqualifying Disposition to the extent of
the difference between the exercise price and the lesser of the fair market
value of the stock on the date the Incentive Option is exercised (the value six
months after the date of exercise may govern in the case of an employee whose
sale of stock at a profit could subject him to suit under Section 16(b) of the
Securities Exchange Act of 1934) or the amount realized on such Disqualifying
Disposition. Any remaining gain or loss is treated as a short-term or long-term
capital gain or loss, depending on how long the shares are held. In the event of
a Disqualifying Disposition, the Incentive Option tax preference described above
may not apply (although, where the Disqualifying Disposition occurs subsequent
to the year the Incentive Option is exercised, it may be necessary for the
employee to amend his return to eliminate the tax preference item previously
reported). The Company and any subsidiary are not entitled to a tax deduction
upon either exercise of an Incentive Option or disposition of stock acquired
pursuant to such an exercise, except to the extent that the Option holder
recognized ordinary income in a Disqualifying Disposition.
If the holder of an Incentive Option pays the exercise price, in full or
in part, with shares of previously acquired Common Stock, the exchange should
not affect the Incentive Option tax treatment of the exercise. No gain or loss
should be recognized on the exchange, and the shares received by the employee,
equal in number to the previously acquired shares exchanged therefor, will have
the same basis and holding period for long-term capital gain purposes as the
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previously acquired shares. The employee will not, however, be able to utilize
the old holding period for the purpose of satisfying the Incentive Option
statutory holding period requirements. Shares received in excess of the number
of previously acquired shares will have a basis of zero and a holding period
which commences as of the date the Common Stock is issued to the employee upon
exercise of the Incentive Option. If an exercise is effected using shares
previously acquired through the exercise of an Incentive Option, the exchange of
the previously acquired shares will be considered a disposition of such shares
for the purpose of determining whether a Disqualifying Disposition has occurred.
In respect to the holder of Non-Qualified Options, the option holder does
not recognize taxable income on the date of the grant of the Non-Qualified
Option, but recognizes ordinary income generally at the date of exercise in the
amount of the difference between the option exercise price and the fair market
value of the Common Stock on the date of exercise. However, if the holder of
Non-Qualified Options is subject to the restrictions on resale of Common Stock
under Section 16 of the Securities Exchange Act of 1934, such person generally
recognizes ordinary income at the end of the six-month period following the date
of exercise in the amount of the difference between the option exercise price
and the fair market value of the Common Stock at the end of the six-month
period. Nevertheless, such holder may elect within 30 days after the date of
exercise to recognize ordinary income as of the date of exercise. The amount of
ordinary income recognized by the option holder is deductible by the Company in
the year that income is recognized.
RESTRICTIONS UNDER SECURITIES LAWS
The sale of the Shares must be made in compliance with federal and state
securities laws. Officers, directors and 10% or greater stockholders of the
Company, as well as certain other persons or parties who may be deemed to be
"affiliates" of the Company under the Federal Securities Laws, should be aware
that resales by affiliates can only be made pursuant to an effective
Registration Statement, Rule 144 or any other applicable exemption. Officers,
directors and 10% and greater stockholders may also be subject to the "short
swing" profit rule of Section 16(b) of the Securities Exchange Act of 1934.
DESCRIPTION OF SECURITIES
The Company is currently authorized to issue up to 5,000,000 shares of
Common Stock, par value $.01 per share, of which 717,932 shares were outstanding
as of August 31, 1997. The Company is also authorized to issue up to 1,000,000
shares of Preferred Stock, par value $.01 per share, no shares of which are
issued and outstanding.
COMMON STOCK
Subject to the dividend rights of the holders of Preferred Stock, holders
of shares of Common Stock are entitled to share, on a ratable basis, such
dividends as may be declared by the Board of Directors out of funds, legally
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available therefor. Upon liquidation, dissolution or winding up of the Company,
after payment to creditors and holders of Preferred Stock that may be
outstanding, the assets of the Company will be divided pro rata on a per share
basis among the holders of the Common Stock.
Each share of Common Stock entitles the holders thereof to one vote.
Holders of Common Stock do not have cumulative voting rights which means that
the holders of more than 50% of the shares voting for the election of Directors
can elect all of the Directors if they choose to do so, and, in such event, the
holders of the remaining shares will not be able to elect any Directors. The
By-Laws of the Company require that only a majority of the issued and
outstanding shares of Common Stock of the Company need be represented to
constitute a quorum and to transact business at a stockholders' meeting. The
Common Stock has no preemptive, subscription or conversion rights and is not
redeemable by the Company.
PREFERRED STOCK
The Company is authorized to issue a total of 1,000,000 shares of
Preferred Stock, par value $.01 per share. The Preferred Stock may be issued by
resolutions of the Company's Board of Directors from time to time without any
action of the stockholders. Such resolutions may authorize issuances of such
Preferred Stock in one or more series and may fix and determine dividend and
liquidation preferences, voting rights, conversion privileges, redemption terms
and other privileges and rights of the shares of each authorized series. While
the Company includes such Preferred Stock in its capitalization in order to
enhance its financial flexibility, such Preferred Stock could possibly be used
by the Company as a means to preserve control by present management in the event
of a potential hostile takeover of the Company. In addition, the issuance of
large blocks of Preferred Stock could possibly have a dilutive effect with
respect to the existing holders of Common Stock of the Company.
TRANSFER AGENT
The Transfer Agent for the shares of Common Stock is Continental Stock
Transfer & Trust Company, 2 Broadway, New York, NY 10004.
LEGAL MATTERS
Certain legal matters in connection with the securities being offered
hereby will be passed upon for the Company by Atlas, Pearlman, Trop & Borkson,
P.A., 200 East Las Olas Boulevard, Suite 1900, Fort Lauderdale, Florida 33301.
EXPERTS
The consolidated financial statements of QPQ Corporation incorporated by
reference in the QPQ Corporation Annual Report (Form 10-K) for the year ended
December 31, 1995, have been audited by Coopers & Lybrand, L.L.P., Certified
Public Accountants, as set forth in their report thereon included therein and
14
<PAGE>
incorporated herein by reference. Such consolidated financial statements are
incorporated herein by reference in reliance upon such report given upon the
authority of such firm as experts in accounting and auditing.
The consolidated financial statements of QPQ Corporation incorporated by
reference in the QPQ Corporation Annual Report (Form 10-K) for the year ended
December 31, 1996, have been audited by Moore Stephens Lovelace, P.L, Certified
Public Accountants, as set forth in their report thereon included therein and
incorporated herein by reference. Such consolidated financial statements are
incorporated herein by reference in reliance upon such report given upon the
authority of such firm as experts in accounting and auditing.
INDEMNIFICATION
Article VII of the Amended Articles of Incorporation provides that the
Company shall indemnify and shall advance expenses on behalf of its officers and
directors to the fullest extent not prohibited by law.
Insofar as indemnification for liabilities arising under the Act may be
permitted to directors, officers and controlling persons of the Company pursuant
to the foregoing provisions, or otherwise, the Company has been advised that in
the opinion of the Securities and Exchange Commission, such indemnification is
against public policy as expressed in the Act and is, therefore, unenforceable.
In the event that a claim for indemnification against such liabilities (other
than the payment by the Company of expenses incurred or paid by a director,
officer or controlling person of the Company in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the Company will,
unless in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.
15
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
- ------- ---------------------------------------
The documents listed in (a) through (e) below are incorporated by
reference in the Registration Statement. All documents subsequently filed by the
Registrant pursuant to Section 13(a), 13(c), 14 and 15(d) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), prior to the filing of a
post-effective amendment which indicates that all securities offered have been
sold or which deregisters all securities then remaining unsold, shall be deemed
to be incorporated by reference in the Registration Statement and to be part
thereof from the date of filing of such documents.
(a) The Registrant's latest annual report or transitional report
filed pursuant to Section 13(a) or 15(d) of the Exchange Act, or, in the case of
the Registrant, either (1) the latest prospectus filed pursuant to Rule 424(b)
under the Securities Act of 1933, as amended (the "Act"), that contains audited
financial statements for the Registrant's latest fiscal year for which such
statements have been filed or (2) the Registrant's effective registration
statement on Form 10 or 30F filed under the Exchange Act containing audited
financial statements for the Registrant's latest fiscal year.
(b) The Company's Quarterly Report on Form 10-Q for the quarter
ended March 31, 1997.
(c) The Company's Quarterly Report on Form 10-Q for the quarter
ended June 30, 1997.
(d) The Company's Current Report on Form 8-K filed September 18,
1997.
(e) All other reports filed pursuant to Section 13(a) or 15(d) of
the Exchange Act since the end of the fiscal year covered by the Registrant's
document referred to in (a) above.
(f) The description of the Common Stock of the Company which is
contained in a Registration Statement filed under the Exchange Act, including
any amendment or report filed for the purpose of updating such description.
ITEM 4. DESCRIPTION OF SECURITIES
- ------- -------------------------
The class of securities to be offered hereby is registered under Section
12 of the Securities Exchange Act of 1934, as amended. A description of the
Registrant's securities is set forth in the Prospectus incorporated as a part of
this Registration Statement.
II-1
<PAGE>
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
- ------- --------------------------------------
Not Applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
- ------- -----------------------------------------
Article VII of the Amended Articles of Incorporation provides that the
Company shall indemnify and shall advance expenses on behalf of its officers and
directors to the fullest extent not prohibited by law.
Insofar as indemnification for liabilities arising under the Act may be
permitted to directors, officers and controlling persons of the Company pursuant
to the foregoing provisions, or otherwise, the Company has been advised that in
the opinion of the Securities and Exchange Commission, such indemnification is
against public policy as expressed in the Act and is, therefore, unenforceable.
In the event that a claim for indemnification against such liabilities (other
than the payment by the Company of expenses incurred or paid by a director,
officer or controlling person of the Company in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the Company will,
unless in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
- ------- -----------------------------------
Inasmuch as the employees, executives, directors and consultants who
received the Shares of the Company will either have knowledge, sophistication,
access to comprehensive information relevant to the Company, and/or will be
limited in number, such transactions will be undertaken in reliance on the
exemption from registration provided by Section 4(2) of the Act. As a condition
precedent to such grant, such security holders will be required to express an
investment intent and consent to the imprinting of a restrictive legend on each
stock certificate to be received from the Registrant.
ITEM 8. EXHIBITS
- ------- --------
Exhibit Description
- ------- -----------
4(a) QPQ Corporation 1997 Stock Option Plan
4(b) Form of Stock Option Agreements to be issued pursuant to the 1997
Stock Option Plan
(5) Opinion of Atlas, Pearlman, Trop & Borkson, P.A. relating to the
issuance of shares of Common Stock pursuant to the above agreement
II-2
<PAGE>
(24.1) Consent of Atlas, Pearlman, Trop & Borkson, P.A. included in the
opinion filed as exhibit (5) hereto
(24.2) Consent of Coopers & Lybrand, L.L.P.
(24.3) Consent of Moore Stephens Lovelace, P.L.
ITEM 9. UNDERTAKINGS
- ------- ------------
(1) The undersigned Registrant hereby undertakes:
(a) To file, during any period in which offerings or sales are
being made, a post-effective amendment to this Registration Statement to include
any material information with respect to the plan of distribution not previously
disclosed in the Registration Statement or any material change to such
information in the Registration Statement;
(b) That, for the purposes of determining any liability under the
Act, each such post-effective amendment shall be deemed to be a new Registration
Statement relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof; and
(c) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
(2) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Act, each filing of the Registrant's annual
report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and,
where applicable, each filing of an employee benefit plan's annual report
pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference
in the Registration Statement shall be deemed to be a new Registration Statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
(3) Insofar as indemnification for liabilities arising under the Act may
be permitted to Directors, officers and controlling persons of the Registrant
pursuant to the foregoing provisions, or otherwise, the Registrant has been
advised that in the opinion of the Securities and Exchange Commission, such
indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the Registrant of expenses incurred
or paid by a Director, officer of controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by such
Director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.
II-3
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
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 Boca Raton and the State of Florida, on the
2nd day of October, 1997.
QPQ CORPORATION
By:/s/ C. Lawrence Rutstein
------------------------
C. Lawrence Rutstein
Chairman of the Board,
Principal Executive Officer
and President
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
SIGNATURE TITLE DATE
- --------- ----- ----
Chairman of the Board of
Directors, President, Principal
Executive Officer, Financial and
/s/C. Lawrence Rutstein Accounting Officer
- -------------------------
C. Lawrence Rutstein October 2, 1997
/s/Robert Hausman Director
- -------------------------
Robert Hausman October 2, 1997
II-4
<PAGE>
EXHIBIT INDEX
QPQ CORPORATION
EXHIBIT
NUMBER DESCRIPTION PAGE
- ------ ----------- ----
4(a) QPQ Corporation 1997 Stock Option Plan
4(b) Form of Stock Option Agreements to be issued
pursuant to the 1997 Stock Option Plan Company
(5) Opinion of Atlas, Pearlman, Trop & Borkson, P.A.
relating to the issuance of shares of Common Stock
pursuant to the 1997 Stock Option Plan
(24.1) Consent of Atlas, Pearlman, Trop & Borkson, P.A.
included in the opinion filed as exhibit (5) hereto
(24.2) Consent of Coopers & Lybrand, L.L.P.
(24.3) Consent of Moore Stephens Lovelace, P.L.
================================================================================
QPQ Corporation 1997 Stock Option Plan
================================================================================
QPQ CORPORATION
---------------
1997 STOCK OPTION PLAN
----------------------
1. GRANT OF OPTIONS; GENERALLY. In accordance with the provisions
hereinafter set forth in this stock option plan, the name of which is the QPQ
CORPORATION 1997 STOCK OPTION PLAN (the "Plan"), the Board of Directors (the
"Board") or, the Compensation Committee (the "Stock Option Committee") of QPQ
Corporation (the "Corporation") is hereby authorized to issue from time to time
on the Corporation's behalf to any one or more Eligible Persons, as hereinafter
defined, options to acquire shares of the Corporation's $.01 par value common
stock (the "Stock").
2. TYPE OF OPTIONS. The Board or the Stock Option Committee is
authorized to issue Incentive Stock Options ("ISOs") which meet the requirements
of Section 422 of the Internal Revenue Code of 1986, as amended (the "Code"),
which options are hereinafter referred to collectively as ISOs, or singularly as
an ISO. The Board or the Stock Option Committee is also, in its discretion,
authorized to issue options which are not ISOs, which options are hereinafter
referred to collectively as Non Statutory Options ("NSOs"), or singularly as an
NSO. The Board or the Stock Option Committee is also authorized to issue "Reload
Options" in accordance with Paragraph 9 herein, which options are hereinafter
referred to collectively as Reload Options, or singularly as a Reload Option.
Except where the context indicates to the contrary, the term "Option" or
"Options" means ISOs, NSOs and Reload Options.
3. AMOUNT OF STOCK. The aggregate number of shares of Stock which may
be purchased pursuant to the exercise of Options shall be 1,000,000 shares. Of
this amount, the Board or the Stock Option Committee shall have the power and
authority to designate whether any Options so issued shall be ISOs or NSOs,
subject to the restrictions on ISOs contained elsewhere herein. If an Option
ceases to be exercisable, in whole or in part, the shares of Stock underlying
such Option shall continue to be available under this Plan. Further, if shares
of Stock are delivered to the Corporation as payment for shares of Stock
purchased by the exercise of an Option granted under this Plan, such shares of
Stock shall also be available under this Plan. If there is any change in the
number of shares of Stock due to of the declaration of stock dividends,
recapitalization resulting in stock split-ups, or combinations or exchanges of
shares of Stock, or otherwise, the number of shares of Stock available for
purchase upon the exercise of Options, the shares of Stock subject to any Option
and the exercise price of any outstanding Option shall be appropriately adjusted
by the Board or the Stock Option Committee. The Board or the Stock Option
Committee shall give notice of any adjustments to each Eligible Person granted
an Option under this Plan, and such adjustments shall be effective and binding
on all Eligible Persons. If because of one or more recapitalizations,
reorganizations or other corporate events, the holders of outstanding Stock
receive something other than shares of Stock then, upon exercise of an Option,
the Eligible Person will receive what the holder would have owned if the holder
had exercised the Option immediately before the first such corporate event and
not disposed of anything the holder received as a result of the corporate event.
<PAGE>
The number of shares of Common Stock subject to this Plan (and not subject to
outstanding Option grants) shall not subsequently be affected by any forward or
reverse stock splits or recapitalizations undertaken by the Company.
The Corporation agrees to amend its Articles of Incorporation, as
required, to authorize sufficient shares of Common Stock to permit the grant and
exercise of the Options provided for by this Plan.
4. ELIGIBLE PERSONS.
(a) With respect to ISOs, an Eligible Person means any individual
who has been employed by the Corporation or by any subsidiary of the
Corporation, for a continuous period of at least sixty (60) days.
(b) With respect to NSOs, an Eligible Person means (i) any
individual who has been employed by the Corporation or by any subsidiary of the
Corporation, for a continuous period of at least sixty (60) days, (ii) any
director of the Corporation or any subsidiary of the Corporation or (iii) any
consultant of the Corporation or any subsidiary of the Corporation.
5. GRANT OF OPTIONS. The Board or the Stock Option Committee has the
right to issue the Options established by this Plan to Eligible Persons. The
Board or the Stock Option Committee shall follow the procedures prescribed for
it elsewhere in this Plan. A grant of Options shall be set forth in a writing
signed on behalf of the Corporation or by a majority of the members of the Stock
Option Committee. The writing shall identify whether the Option being granted is
an ISO, an NSO or Reload Option and shall set forth the terms which govern the
Option. The terms shall be determined by the Board or the Stock Option
Committee, and may include, among other terms, the number of shares of Stock
that may be acquired pursuant to the exercise of the Options, when the Options
may be exercised, the period for which the Option is granted and including the
expiration date, the effect on the Options if the Eligible Person terminates
employment, whether the Eligible Person may deliver shares of Stock or other
consideration to pay for the shares of Stock to be purchased by the exercise of
the Option, and such other terms and conditions whether or not specifically
provided for under the terms hereinafter set forth. However, no term shall be
set forth in the writing which is specifically inconsistent with any of the
terms of this Plan. The terms of an Option granted to an Eligible Person may
differ from the terms of an Option granted to another Eligible Person, and may
differ from the terms of an earlier Option granted to the same Eligible Person.
6. OPTION PRICE. The option price per share shall be determined by the
Board or the Stock Option Committee at the time any Option is granted, and shall
be not less than (i) in the case of an ISO, the fair market value, (ii) in the
case of an ISO granted to a 10% or greater stockholder, 110% of the fair market
value, or (iii) in the case of an NSO, not less than the par value thereof, as
determined by the Board or the Stock Option Committee. Fair market value as used
herein shall be:
2
<PAGE>
(a) If shares of Stock shall be traded on an exchange or
over-the-counter market, the mean between the high and low sales prices of Stock
on such exchange or over-the-counter market on which such shares shall be traded
on that date, or if such exchange or over-the-counter market is closed or if no
shares shall have traded on such date, on the last preceding date on which such
shares shall have traded.
(b) If shares of Stock shall not be traded on an exchange or
over-the-counter market, the value as determined by a recognized appraiser as
selected by the Board or the Stock Option Committee.
7. PURCHASE OF SHARES. An Option shall be exercised by the tender to
the Corporation of the full purchase price of the Stock with respect to which
the Option is exercised and written notice of the exercise. The purchase price
of the Stock shall be in United States dollars, payable in cash, check,
Promissory Note secured by the Shares issued through exercise of the related
Options, or in property, Corporation stock, or other consideration if so
permitted by the Board or the Stock Option Committee in accordance with the
discretion granted in Paragraph 5 hereof, having a value equal to such purchase
price. The Corporation shall not be required to issue or deliver any
certificates for shares of Stock purchased upon the exercise of an Option prior
to (i) if requested by the Corporation, the filing with the Corporation by the
Eligible Person of a representation in writing that it is the Eligible Person's
then present intention to acquire the Stock being purchased for investment and
not for resale, and/or (ii) the completion of any registration or other
qualification of such shares under any government regulatory body, which the
Corporation shall determine to be necessary or advisable.
8. GRANT OF RELOAD OPTIONS. In granting an Option under this Plan, the
Board or the Stock Option Committee may include a Reload Option provision
therein, subject to the provisions set forth in Paragraphs 19 and 20 herein. A
Reload Option provision provides that if the Eligible Person pays the exercise
price of shares of Stock to be purchased by the exercise of an ISO, NSO or
another Reload Option (the "Original Option") by delivering to the Corporation
shares of Stock already owned by the Eligible Person (the "Tendered Shares"),
the Eligible Person shall receive a Reload Option which shall be a new Option to
purchase shares of Stock equal in number to the tendered shares. The terms of
any Reload Option shall be determined by the Board or the Stock Option Committee
consistent with the provisions of this Plan.
9. STOCK OPTION COMMITTEE. The Stock Option Committee may be appointed
from time to time by the Corporation's Board of Directors. The Board may from
time to time remove members from or add members to the Stock Option Committee.
The Stock Option Committee shall be constituted so as to permit the Plan to
comply in all respects with the provisions set forth in Paragraph 19 herein. The
members of the Stock Option Committee may elect one of its members as its
chairman. The Stock Option Committee shall hold its meetings at such times and
places as its chairman shall determine. A majority of the Stock Option
Committee's members present in person shall constitute a quorum for the
transaction of business. All determinations of the Stock Option Committee will
3
<PAGE>
be made by the majority vote of the members constituting the quorum. The members
may participate in a meeting of the Stock Option Committee by conference
telephone or similar communications equipment by means of which all members
participating in the meeting can hear each other. Participation in a meeting in
that manner will constitute presence in person at the meeting. Any decision or
determination reduced to writing and signed by all members of the Stock Option
Committee will be effective as if it had been made by a majority vote of all
members of the Stock Option Committee at a meeting which is duly called and
held.
10. ADMINISTRATION OF PLAN. In addition to granting Options and to
exercising the authority granted to it elsewhere in this Plan, the Board or the
Stock Option Committee is granted the full right and authority to interpret and
construe the provisions of this Plan, promulgate, amend and rescind rules and
procedures relating to the implementation of the Plan and to make all other
determinations necessary or advisable for the administration of the Plan,
consistent, however, with the intent of the Corporation that Options granted or
awarded pursuant to the Plan comply with the provisions of Paragraph 19 and 20
herein. All determinations made by the Board or the Stock Option Committee shall
be final, binding and conclusive on all persons including the Eligible Person,
the Corporation and its stockholders, employees, officers and directors and
consultants. No member of the Board or the Stock Option Committee will be liable
for any act or omission in connection with the administration of this Plan
unless it is attributable to that member's willful misconduct.
11. PROVISIONS APPLICABLE TO ISOS. The following provisions shall apply
to all ISOs granted by the Board or the Stock Option Committee and are
incorporated by reference into any writing granting an ISO:
(a) An ISO may only be granted within ten (10) years from
September 26, 1997, the date that this Plan was originally adopted by the
Corporation's Board of Directors.
(b) An ISO may not be exercised after the expiration of ten (10)
years from the date the ISO is granted.
(c) The option price may not be less than the fair market value of
the Stock at the time the ISO is granted.
(d) An ISO is not transferrable by the Eligible Person to whom it
is granted except by will, or the laws of descent and distribution, and is
exercisable during his or her lifetime only by the Eligible Person.
(e) If the Eligible Person receiving the ISO owns at the time of
the grant stock possessing more than ten (10%) percent of the total combined
voting power of all classes of stock of the employer corporation or of its
parent or subsidiary corporation (as those terms are defined in the Code), then
the option price shall be at least 110% of the fair market value of the Stock,
and the ISO shall not be exercisable after the expiration of five (5) years from
the date the ISO is granted.
4
<PAGE>
(f) The aggregate fair market value (determined at the time the
ISO is granted) of the Stock with respect to which the ISO is first exercisable
by the Eligible Person during any calendar year (under this Plan and any other
incentive stock option plan of the Corporation) shall not exceed $100,000.
(g) Even if the shares of Stock which are issued upon exercise of
an ISO are sold within one year following the exercise of such ISO so that the
sale constitutes a disqualifying disposition for ISO treatment under the Code,
no provision of this Plan shall be construed as prohibiting such a sale.
(h) This Plan was adopted by the Corporation on September 26,
1997, by virtue of its approval by the Corporation's Board of Directors.
Approval by the stockholders of the Corporation is to occur prior to September
26, 1998.
12. DETERMINATION OF FAIR MARKET VALUE. In granting ISOs under this
Plan, the Board or the Stock Option Committee shall make a good faith
determination as to the fair market value of the Stock at the time of granting
the ISO.
13. RESTRICTIONS ON ISSUANCE OF STOCK. The Corporation shall not be
obligated to sell or issue any shares of Stock pursuant to the exercise of an
Option unless the Stock with respect to which the Option is being exercised is
at that time effectively registered or exempt from registration under the
Securities Act of 1933, as amended, and any other applicable laws, rules and
regulations. The Corporation may condition the exercise of an Option granted in
accordance herewith upon receipt from the Eligible Person, or any other
purchaser thereof, of a written representation that at the time of such exercise
it is his or her then present intention to acquire the shares of Stock for
investment and not with a view to, or for sale in connection with, any
distribution thereof; except that, in the case of a legal representative of an
Eligible Person, "distribution" shall be defined to exclude distribution by will
or under the laws of descent and distribution. Prior to issuing any shares of
Stock pursuant to the exercise of an Option, the Corporation shall take such
steps as it deems necessary to satisfy any withholding tax obligations imposed
upon it by any level of government.
14. EXERCISE IN THE EVENT OF DEATH OF TERMINATION OR EMPLOYMENT.
(a) Except as may otherwise be provided under the terms of the
Option, if an optionee shall die (i) while an employee of the Corporation or a
Subsidiary or (ii) within three months after termination of his employment with
the Corporation or a Subsidiary because of his disability, or retirement or
otherwise, his Options may be exercised, to the extent that the optionee shall
have been entitled to do so on the date of his death or such termination of
employment, by the person or persons to whom the optionee's right under the
Option pass by will or applicable law, or if no such person has such right, by
his executors or administrators, at any time, or from time to time. In the event
of termination of employment because of his death while an employee or because
of disability, his Options may be exercised not later than the expiration date
5
<PAGE>
specified in Paragraph 5 or one year after the optionee's death, whichever date
is earlier, or in the event of termination of employment because of retirement
or otherwise, not later than the expiration date specified in Paragraph 5 hereof
or one year after the optionee's death, whichever date is earlier.
(b) Except as may otherwise be provided under the terms of the
Option, if an optionee's employment by the Corporation or a Subsidiary shall
terminate because of his disability and such optionee has not died within the
following three months, he may exercise his Options, to the extent that he shall
have been entitled to do so at the date of the termination of his employment, at
any time, or from time to time, but not later than the expiration date specified
in Paragraph 5 hereof or one year after termination of employment, whichever
date is earlier.
(c) If an optionee's employment shall terminate by reason of his
retirement in accordance with the terms of the Corporation's tax-qualified
retirement plans if any, or with the consent of the Board or the Stock Option
Committee or involuntarily other than by termination for cause, and such
optionee has not died within the following three months, he may exercise his
Option to the extent he shall have been entitled to do so at the date of the
termination of his employment, at any time and from to time, but not later than
the expiration date specified in Paragraph 5 hereof or 30 days after termination
of employment, whichever date is earlier. For purposes of this Paragraph 14,
termination for cause shall mean; (i) termination of employment for cause as
defined in the optionee's Employment Agreement or (ii) in the absence of an
Employment Agreement for the optionee, termination of employment by reason of
the optionee's commission of a felony, fraud or willful misconduct which has
resulted, or is likely to result, in substantial and material damage to the
Corporation or a Subsidiary, all as the Board or the Stock Option Committee in
its sole discretion may determine.
(d) If an optionee's employment shall terminate for any reason
other than death, disability, retirement or otherwise, all right to exercise his
Option shall terminate at the date of such termination of employment absent
specific provisions in the optionee's Option Agreement.
15. CORPORATE EVENTS. In the event of the proposed dissolution or
liquidation of the Corporation, a proposed sale of all or substantially all of
the assets of the Corporation, a merger or tender for the Corporation's shares
of Common Stock the Board of Directors may declare that each Option granted
under this Plan shall terminate as of a date to be fixed by the Board of
Directors; provided that not less than 30 days written notice of the date so
fixed shall be given to each Eligible Person holding an Option, and each such
Eligible Person shall have the right, during the period of 30 days preceding
such termination, to exercise his Option as to all or any part of the shares of
Stock covered thereby, including shares of Stock as to which such Option would
not otherwise be exercisable. Nothing set forth herein shall extend the term set
for purchasing the shares of Stock set forth in the Option.
16. NO GUARANTEE OF EMPLOYMENT. Nothing in this Plan or in any writing
granting an Option will confer upon any Eligible Person the right to continue in
the employ of the Eligible Person's employer, or will interfere with or restrict
in any way the right of the Eligible Person's employer to discharge such
Eligible Person at any time for any reason whatsoever, with or without cause.
6
<PAGE>
17. NONTRANSFERABILITY. Except as may be provided under the terms of any
Option; no Option granted under the Plan shall be transferable other than by
will or by the laws of descent and distribution. During the lifetime of the
optionee, an Option shall be exercisable only by him.
18. NO RIGHTS AS STOCKHOLDER. No optionee shall have any rights as a
stockholder with respect to any shares subject to his Option prior to the date
of issuance to him of a certificate or certificates for such shares.
19. AMENDMENT AND DISCONTINUANCE OF PLAN. The Corporation's Board of
Directors may amend, suspend or discontinue this Plan at any time; however, no
such action may prejudice the rights of any Eligible Person who has prior
thereto been granted Options under this Plan. Further, no amendment to this Plan
which has the effect of (a) increasing the aggregate number of shares of Stock
subject to this Plan (except for adjustments pursuant to Paragraph 3 herein), or
(b) changing the definition of Eligible Person under this Plan, may be effective
unless and until approval of the stockholders of the Corporation is obtained in
the same manner as approval of this Plan is required. The Corporation's Board of
Directors is authorized to seek the approval of the Corporation's stockholders
for any other changes it proposes to make to this Plan which require such
approval, however, the Board of Directors may modify the Plan, as necessary, to
effectuate the intent of the Plan as a result of any changes in the tax,
accounting or securities laws treatment of Eligible Persons and the Plan,
subject to the provisions set forth in this Paragraph 18, and Paragraphs 19 and
20.
20. COMPLIANCE WITH RULE 16B-3. This Plan is intended to comply in all
respects with Rule 16b-3 ("Rule 16b-3") promulgated by the Securities and
Exchange Commission under the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), with respect to participants who are subject to Section 16 of
the Exchange Act, and any provision(s) herein that is/are contrary to Rule 16b-3
shall be deemed null and void to the extent appropriate by either the Stock
Option Committee or the Corporation's Board of Directors.
21. COMPLIANCE WITH CODE. The aspects of this Plan on ISOs is intended
to comply in every respect with Section 422 of the Code and the regulations
promulgated thereunder. In the event any future statute or regulation shall
modify the existing statute, the aspects of this Plan on ISOs shall be deemed to
incorporate by reference such modification. Any stock option agreement relating
to any Option granted pursuant to this Plan outstanding and unexercised at the
time any modifying statute or regulation becomes effective shall also be deemed
to incorporate by reference such modification and no notice of such modification
need be given to optionee.
If any provision of the aspects of this Plan on ISOs is determined to
disqualify the shares purchasable pursuant to the Options granted under this
Plan from the special tax treatment provided by Code Section 422, such provision
shall be deemed null and void and to incorporate by reference the modification
required to qualify the shares for said tax treatment.
22. COMPLIANCE WITH OTHER LAWS AND REGULATIONS. The Plan, the grant and
exercise of Options thereunder, and the obligation of the Corporation to sell
and deliver Stock under such options, shall be subject to all applicable federal
7
<PAGE>
and state laws, rules, and regulations and to such approvals by any government
or regulatory agency as may be required. The Corporation shall not be required
to issue or deliver any certificates for shares of Stock prior to (a) the
listing of such shares on any stock exchange or over-the-counter market on which
the Stock may then be listed and (b) the completion of any registration or
qualification of such shares under any federal or state law, or any ruling or
regulation of any government body which the Corporation shall, in its sole
discretion, determine to be necessary or advisable. Moreover, no Option may be
exercised if its exercise or the receipt of Stock pursuant thereto would be
contrary to applicable laws.
23. DISPOSITION OF SHARES. In the event any share of Stock acquired by
an exercise of an Option granted under the Plan shall be transferable other than
by will or by the laws of descent and distribution within two years of the date
such Option was granted or within one year after the transfer of such Stock
pursuant to such exercise, the optionee shall give prompt written notice thereof
to the Corporation or the Stock Option Committee.
24. NAME. The Plan shall be known as the "QPQ Corporation 1997 Stock
Option Plan."
25. NOTICES. Any notice hereunder shall be in writing and sent by
certified mail, return receipt requested or by facsimile transmission (with
electronic or written confirmation of receipt) and when addressed to the
Corporation shall be sent to it at its office, 7777 Glades Road, Suite 211, Boca
Raton, Florida 33434 and when addressed to the Committee shall be sent to it at
7777 Glades Road, Suite 211, Boca Raton, Florida 33434 subject to the right of
either party to designate at any time hereafter in writing some other address,
facsimile number or person to whose attention such notice shall be sent.
26. HEADINGS. The headings preceding the text of Sections and
subparagraphs hereof are inserted solely for convenience of reference, and shall
not constitute a part of this Plan nor shall they affect its meaning,
construction or effect.
27. EFFECTIVE DATE. This Plan, the QPQ Corporation 1997 Stock Option
Plan, was adopted by the Board of Directors of the Corporation on September 26,
1997. The effective date of the Plan shall be the same date.
Dated as of September 26, 1997.
QPQ CORPORATION
By:_______________________
Name: ___________________
Its: President
8
================================================================================
Form of Stock Option Agreements to be issued pursuant
to the 1997 Stock Option Plan Company
================================================================================
[NSO GRANT FORM]
QPQ CORPORATION
7777 Glades Road, Suite 211
Boca Raton, Florida 33434
Date: __________
__________________
__________________
__________________
Dear __________:
The Board of Directors of QPQ Corporation (the "Corporation") is pleased
to award you an Option pursuant to the provisions of the QPQ Corporation 1997
Stock Option Plan (the "Plan"). This letter will describe the Option granted to
you. Attached to this letter is a copy of the Plan. The terms of the Plan also
set forth provisions governing the Option granted to you. Therefore, in addition
to reading this letter you should also read the Plan. Your signature on this
letter is an acknowledgement to us that you have read and understand the Plan
and that you agree to abide by its terms. All terms not defined in this letter
shall have the same meaning as in the Plan.
1. TYPE OF OPTION. You are granted an NSO. Please see in particular
Section 2 of the Plan.
2. RIGHTS AND PRIVILEGES. Subject to the conditions hereinafter set
forth, we grant you the right to purchase __________ shares of Stock at
$__________ per share.
3. TIME OF EXERCISE. The Option may be exercised at any time and from
time to time beginning when the right to purchase the shares of Stock accrues
and ending when they terminate as provided in Section 5 of this letter.
4. METHOD OF EXERCISE. The Options shall be exercised by written notice
to the Chairman of the Board of Directors at the Corporation's principal place
of business. The notice shall set forth the number of shares of Stock to be
acquired and shall contain a check payable to the Corporation in full payment
for the Stock or that number of already owned shares of Stock equal in value to
the total Exercise Price of the Option. We shall make delivery of the shares of
Stock subject to the conditions described in Section 13 of the Plan.
5. TERMINATION OF OPTION. To the extent not exercised, the Option shall
terminate upon the first to occur of the following dates:
(a) __________, 199_, being _________ years from the date of grant
pursuant to the provisions of Section 2 of this Agreement; or
<PAGE>
(b) The expiration of three months following the date your
employment terminates with the Corporation and any of its subsidiaries included
in the Plan for any reason, other than by reason of death or permanent
disability. As used herein, "permanent disability" means your inability to
engage in any substantial gainful activity by reason of any medically
determinable physical or mental impairment which can be expected to result in
death or which has lasted or can be expected to last for a continuous period of
not less than 12 months; or
(c) The expiration of 12 months following the date your employment
terminates with the Corporation and any of its subsidiaries included in the
Plan, if such employment termination occurs by reason of your death or by reason
of your permanent disability (as defined above).
6. SECURITIES LAWS.
The Option and the shares of Stock underlying the Option have not
been registered under the Securities Act of 1933, as amended (the "Act"). The
Corporation has no obligations to ever register the Option or the shares of
Stock underlying the Option. All shares of Stock acquired upon the exercise of
the Option shall be "restricted securities" as that term is defined in Rule 144
promulgated under the Act. The certificate representing the shares shall bear an
appropriate legend restricting their transfer. Such shares cannot be sold,
transferred, assigned or otherwise hypothecated without registration under the
Act or unless a valid exemption from registration is then available under
applicable federal and state securities laws and the Corporation has been
furnished with an opinion of counsel satisfactory in form and substance to the
Corporation that such registration is not required.
7. BINDING EFFECT. The rights and obligations described in this letter
shall inure to the benefit of and be binding upon both of us, and our respective
heirs, personal representatives, successors and assigns.
8. DATE OF GRANT. The Option shall be treated as having been granted to
you on the date of this letter even though you may sign it at a later date.
Very truly yours,
By:_______________________________
President
AGREED AND ACCEPTED:
_______________________
2
<PAGE>
[ALTERNATIVE NSO GRANT FORM]
OPTION TO PURCHASE
------------------
COMMON STOCK
------------
OF
--
QPQ CORPORATION
---------------
This is to certify that __________________ ("Optionee") is entitled,
subject to the terms and conditions hereinafter set forth, to purchase
___________ shares of Common Stock, par value $.01 per share (the "Common
Shares"), of QPQ CORPORATION, a Florida corporation (the "Company"), from the
Company at the price per share and on the terms set forth herein and to receive
a certificate for the Common Shares so purchased on presentation and surrender
to the Company with the subscription form attached, duly executed and
accompanied by payment of the purchase price of each share purchased either in
cash or by certified or bank cashier's check or other check payable to the order
of the Company.
The purchase rights represented by this Option are exercisable commencing
on the date hereof through and including ___________________ at a price per
Common Share of $_____.
The purchase rights represented by this Option are exercisable at the
option of the registered owner hereof in whole at any time, or in part from time
to time, within the period specified; provided, however, that such purchase
rights shall not be exercisable with respect to a fraction of a Common Share. In
case of the purchase of less than all the Common Shares purchasable under this
Option, the company shall cancel this Option on surrender hereof and shall
execute and deliver a new Option of like tenor and date for the balance of the
Common Shares purchasable hereunder.
The Company agrees at all times to reserve or hold available a sufficient
number of Common Shares to cover the number of shares issuable on exercise of
this and all other Options of like tenor then outstanding.
This Option shall not entitle the holder hereof to any voting rights or
other rights as a stockholder of the Company, or to any other rights whatever
except the rights herein expressed and such as are set forth, and no dividends
shall be payable or accrue in respect of this Option or the interest represented
hereby or the Common Shares purchasable hereunder until or unless, and except to
the extent that, this Option shall be exercised.
In the event that the outstanding Common Shares hereafter are changed into
or exchanged for a different number or kind of shares or other securities of the
<PAGE>
Company or of another corporation by reason of merger, consolidation, other
reorganization, recapitalization, reclassification, combination of shares, stock
split-up or stock dividend:
(a) The aggregate number and kind of Common Shares subject to this
Option shall be adjusted appropriately;
(b) Rights under this Option, both as to the number of subject Common
Shares and the Option price, shall be adjusted appropriately; and
(c) Where dissolution or liquidation of the Company or any merger or
combination in which the Company is not a surviving corporation is involved,
this Option shall terminate, but the registered owner of this Option shall have
the right, immediately prior to such dissolution, liquidation, merger or
combination, to exercise the Option in whole or in part to the extent that it
shall not have been exercised.
The Optionee shall have the right to exercise all or a portion of this
Option as follows:
(a) At any time and from time to time on or prior to the expiration
date, by surrendering at the principal office of the Company this Option and by
paying the exercise price by check or wire transfer to the Company as to the
number of Common Shares as to which the Option is being exercised (the "Exercise
Amount") and receiving in exchange therefor the number of Common Shares equal to
the Exercise Amount; and/or
(b) At any time and from time to time on or prior to the expiration
date, by surrendering at the principal office of the Company this Option and
receiving in exchange therefor the number of Common Shares equal to the product
of the Exercise Amount multiplied by a fraction, the numerator of which is the
market price less the exercise price and the denominator of which is such market
price. The market price shall be equal to the average closing price of the
Common Shares for the five trading days preceding the notice of exercise; and/or
(c) At any time and from time to time on or prior to the expiration
date, by surrendering at the principal office of the Company this Option and by
surrendering Common Shares of the Company valued at the market price, as
determined above, and receiving in exchange therefor the number of Common Shares
equal to the Exercise Amount.
(d) The Optionee may use one or more of the methods of exercise outlined
above when exercising this Option.
The foregoing adjustments and the manner of application of the foregoing
provisions may provide for the elimination of fractional share interests.
The Option and all rights hereunder shall not be transferable otherwise
than by will or the laws of descent and distribution.
2
<PAGE>
The Company shall not be required to issue or deliver any certificate for
Common Shares purchased on exercise of this Option or any potion thereof prior
to fulfillment of all the following conditions:
(a) The completion of any required registration or other qualification
of such shares under any federal or state law or under the rulings or
regulations of the Securities and Exchange Commission or any other government
regulatory body which is necessary;
(b) The obtaining of any approval or other clearance from any federal or
state government agency which is necessary;
(c) The obtaining from the registered owner of the Option a
representation in writing, as required, that the owner is acquiring such Common
Shares for the owner's own account for investment and not with a view to, or for
sale in connection with, the distribution of any part thereof, if the Options
and the related shares have not been registered under the Securities Act of
1933, as amended (the "Act"); and
(d) The placing on the certificate, as required, of an appropriate
legend and the issuance of stop transfer instructions in connection therewith if
this Option and the related shares have not been registered under the Act to the
following effect:
"THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933 OR THE LAWS OF ANY STATE
AND HAVE BEEN ISSUED PURSUANT TO AN EXEMPTION FROM REGISTRATION
PERTAINING TO SUCH SECURITIES AND PURSUANT TO A REPRESENTATION BY
THE SECURITY HOLDER NAMED HEREON THAT SAID SECURITIES HAVE BEEN
ACQUIRED FOR PURPOSES OF INVESTMENT AND MAY NOT BE OFFERED, SOLD,
TRANSFERRED, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF REGISTRATION.
FURTHERMORE, NO OFFER, SALE, TRANSFER, PLEDGE OR HYPOTHECATION IS TO
TAKE PLACE WITHOUT THE PRIOR WRITTEN APPROVAL OF COUNSEL OF THE
ISSUER BEING AFFIXED TO THIS CERTIFICATE. THE TRANSFER AGENT HAS
BEEN ORDERED TO EXECUTE TRANSFERS OF THIS CERTIFICATE ONLY IN
ACCORDANCE WITH THE ABOVE INSTRUCTIONS."
IN WITNESS WHEREOF, the Company has caused this Option to be executed by
the signature of its duly authorized officer.
QPQ CORPORATION
By:_____________________________
Its: President
Dated:
3
<PAGE>
SUBSCRIPTION FORM
(To be executed by the registered holder to exercise the rights to
purchase Common Shares evidenced by the within Option.)
QPQ Corporation
7777 Glades Road, Suite 211
Boca Raton, Florida 33434
The undersigned hereby irrevocably subscribes for ____________ Common
Shares pursuant to and in accordance with the terms and conditions of this
Option, and herewith makes payment of $________ therefor, and requests that a
certificate for such Common Shares be issued in the name of the undersigned and
be delivered to the undersigned at the address stated below, and if such number
of shares shall not be all of the shares purchasable hereunder, that a new
Option of like tenor for the balance of the remaining Common Shares purchasable
hereunder shall be delivered to the undersigned at the address stated below.
Dated:___________________ Signed:____________________________________
Address: _______________________________
_______________________________
_______________________________
4
<PAGE>
[ISO GRANT FORM]
Date: ________________
QPQ CORPORATION
7777 Glades Road, Suite 211
Boca Raton, Florida 33434
_______________
_______________
_______________
Dear _______________:
The Board of Directors of QPQ Corporation (the "Corporation") is pleased
to award you an Option pursuant to the provisions of the QPQ Corporation 1997
Stock Option Plan (the "Plan"). This letter will describe the Option granted to
you. Attached to this letter is a copy of the Plan. The terms of the Plan also
set forth provisions governing the Option granted to you. Therefore, in addition
to reading this letter you should also read the Plan. Your signature on this
letter is an acknowledgement to us that you have read and under-stand the Plan
and that you agree to abide by its terms. All terms not defined in this letter
shall have the same meaning as in the Plan.
1. TYPE OF OPTION. You are granted an ISO. Please see in particular
Section 2 of the Plan.
2. RIGHTS AND PRIVILEGES. Subject to the conditions hereinafter set
forth, we grant you the right to purchase __________ shares of Stock at
$__________ per share, the current fair market value of a share of Stock.
3. TIME OF EXERCISE. The Option may be exercised at any time and from
time to time beginning when the right to purchase the shares of Stock accrues
and ending when they terminate as provided in Section 5 of this letter.
4. METHOD OF EXERCISE. The Options shall be exercised by written notice
to the Chairman of the Board of Directors at the Corporation's principal place
of business. The notice shall set forth the number of shares of Stock to be
acquired and shall contain a check payable to the Corporation in full payment
for the Stock or that number of already owned shares of Stock equal in value to
the total Exercise Price of the Option. We shall make delivery of the shares of
Stock subject to the conditions described in Section 13 of the Plan.
5. TERMINATION OF OPTION. To the extent not exercised, the Option shall
terminate upon the first to occur of the following dates:
(a) _____________, 199___, being __________ years from the date of
grant pursuant to the provisions of Section 2 of this Agreement; or
5
<PAGE>
(b) The expiration of thirty (30) days following the date your
employment terminates with the Corporation and any of its subsidiaries included
in the Plan for any reason, other than by reason of death or permanent
disability. As used herein, "permanent disability" means your inability to
engage in any substantial gainful activity by reason of any medically
determinable physical or mental impairment which can be expected to result in
death or which has lasted or can be expected to last for a continuous period of
not less than 12 months; or
(c) The expiration of 12 months following the date your employment
terminates with the Corporation and any of its subsidiaries included in the
Plan, if such employment termination occurs by reason of your death or by reason
of your permanent disability (as defined above).
6. SECURITIES LAWS.
The Option and the shares of Stock underlying the Option have not
been registered under the Securities Act of 1933, as amended (the "Act"). The
Corporation has no obligations to ever register the Option or the shares of
Stock underlying the Option. All shares of Stock acquired upon the exercise of
the Option shall be "restricted securities" as that term is defined in Rule 144
promulgated under the Act. The certificate representing the shares shall bear an
appropriate legend restricting their transfer. Such shares cannot be sold,
transferred, assigned or otherwise hypothecated without registration under the
Act or unless a valid exemption from registration is then available under
applicable federal and state securities laws and the Corporation has been
furnished with an opinion of counsel satisfactory in form and substance to the
Corporation that such registration is not required.
7. BINDING EFFECT. The rights and obligations described in this letter
shall inure to the benefit of and be binding upon both of us, and our respective
heirs, personal representatives, successors and assigns.
8. DATE OF GRANT. The Option shall be treated as having been granted to
you on the date of this letter even though you may sign it at a later date.
Very truly yours,
By:_______________________________
Name: ____________________________
Its: President
AGREED AND ACCEPTED:
__________________________
6
<PAGE>
[NSO GRANT FORM
WITH RELOAD OPTIONS]
QPQ CORPORATION
7777 Glades Road, Suite 211
Boca Raton, Florida 33434
Date: __________
_____________________
_____________________
_____________________
Dear __________:
The Board of Directors of QPQ Corporation (the "Corporation") is pleased
to award you an Option pursuant to the provisions of the QPQ Corporation 1997
Stock Option Plan (the "Plan"). This letter will describe the Option granted to
you. Attached to this letter is a copy of the Plan. The terms of the Plan also
set forth provisions governing the Option granted to you. Therefore, in addition
to reading this letter you should also read the Plan. Your signature on this
letter is an acknowledgement to us that you have read and understand the Plan
and that you agree to abide by its terms. All terms not defined in this letter
shall have the same meaning as in the Plan.
1. TYPE OF OPTION. You are granted an NSO. Please see in particular
Section 2 of the Plan.
2. RIGHTS AND PRIVILEGES.
(a) Subject to the conditions hereinafter set forth, we grant you
the right to purchase __________ shares of Stock at $__________ per share.
(b) In addition to the Option granted hereby (the "Underlying
Option"), the Corporation will grant you a reload option (the "Reload Option")
as hereinafter provided. A Reload Option is hereby granted to you if you acquire
shares of Stock pursuant to the exercise of the Underlying Option and pay for
such shares of Stock with shares of Common Stock of the Corporation already
owned by you (the "Tendered Shares"). The Reload Option grants you the right to
purchase shares of Stock equal in number to the number of Tendered Shares. The
date on which the Tendered Shares are tendered to the Corporation in full or
partial payment of the purchase price for the shares of Stock acquired pursuant
to the exercise of the Underlying Option is the Reload Grant Date. The exercise
<PAGE>
price of the Reload Option is the fair market value of the Tendered Shares on
the Reload Grant Date. The fair market value of the Tendered Shares shall be the
low closing bid price per share of the Corporation's Common Stock on the Reload
Grant Date. The Reload Option shall vest equally over a period of __________
(___) years, commencing on the first anniversary of the Reload Grant Date, and
on each anniversary of the Reload Grant Date thereafter; however, no Reload
Option shall vest in any calendar year if it would allow you to purchase for the
first time in that calendar year shares of Stock with a fair market value in
excess of $100,000, taking into account ISOs previously granted to you. The
Reload Option shall expire on the earlier of (i) __________ (___) years from the
Reload Grant Date, or (ii) in accordance with Paragraph 5(b), or (iii) in
accordance with Paragraph 5(c) as set forth herein. If vesting of the Reload
Option is deferred, then the Reload Option shall vest in the next calendar year,
subject, however, to the deferral of vesting previously provided. Except as
provided herein the Reload Option is subject to all of the other terms and
provisions of this Agreement governing Options.
3. TIME OF EXERCISE. The Option may be exercised at any time and from
time to time beginning when the right to purchase the shares of Stock accrues
and ending when they terminate as provided in Section 5 of this letter.
4. METHOD OF EXERCISE. The Options shall be exercised by written notice
to the Chairman of the Board of Directors at the Corporation's principal place
of business. The notice shall set forth the number of shares of Stock to be
acquired and shall contain a check payable to the Corporation in full payment
for the Stock or that number of already owned shares of Stock equal in value to
the total Exercise Price of the Option. We shall make delivery of the shares of
Stock subject to the conditions described in Section 13 of the Plan.
5. TERMINATION OF OPTION. To the extent not exercised, the Option shall
terminate upon the first to occur of the following dates:
(a) __________, 199_, being __________ years from the date of grant
pursuant to the provisions of Section 2 of this Agreement; or
(b) The expiration of three months following the date your
employment terminates with the Corporation and any of its subsidiaries included
in the Plan for any reason, other than by reason of death or permanent
disability. As used herein, "permanent disability" means your inability to
engage in any substantial gainful activity by reason of any medically
determinable physical or mental impairment which can be expected to result in
death or which has lasted or can be expected to last for a continuous period of
not less than 12 months; or
(c) The expiration of 12 months following the date your employment
terminates with the Corporation and any of its subsidiaries included in the
Plan, if such employment termination occurs by reason of your death or by reason
of your permanent disability (as defined above).
2
<PAGE>
6. SECURITIES LAWS.
The Option and the shares of Stock underlying the Option have not
been registered under the Securities Act of 1933, as amended (the "Act"). The
Corporation has no obligations to ever register the Option or the shares of
Stock underlying the Option. All shares of Stock acquired upon the exercise of
the Option shall be "restricted securities" as that term is defined in Rule 144
promulgated under the Act. The certificate representing the shares shall bear an
appropriate legend restricting their transfer. Such shares cannot be sold,
transferred, assigned or otherwise hypothecated without registration under the
Act or unless a valid exemption from registration is then available under
applicable federal and state securities laws and the Corporation has been
furnished with an opinion of counsel satisfactory in form and substance to the
Corporation that such registration is not required.
7. BINDING EFFECT. The rights and obligations described in this letter
shall inure to the benefit of and be binding upon both of us, and our respective
heirs, personal representatives, successors and assigns.
8. DATE OF GRANT. The Option shall be treated as having been granted to
you on the date of this letter even though you may sign it at a later date.
Very truly yours,
By:_______________________________
Name: ____________________________
Its: President
AGREED AND ACCEPTED:
_________________________
3
================================================================================
Opinion of Atlas, Pearlman, Trop & Borkson, P.A. relating
to the issuance of shares of Common Stock
pursuant to the QPQ Corporation 1997 Stock Option Plan
================================================================================
ATLAS, PEARLMAN, TROP & BORKSON, P.A.
200 East Las Olas Boulevard, Suite 1900
Fort Lauderdale, Florida 33301
October 2, 1997
QPQ Corporation
7777 Glades Road, Suite 112
Boca Raton, Florida 33434
Re: Registration Statement on Form S-8; QPQ Corporation
(the "Company"); 1,000,000 Shares of Common Stock
Gentlemen:
This opinion is submitted pursuant to the applicable rules of the
Securities and Exchange Commission with respect to the registration by the
Company and the resale of an aggregate of 1,000,000 shares of Common Stock, par
value $0.01 per share (the "Common Stock") to be sold pursuant to the above the
Registration Statement and the Company's 1997 Stock Option Plan ("Plan"). The
shares of Common Stock to be sold consist of 1,000,000 shares of Common Stock to
be issued under various incentive compensation and employment agreements and
Common Stock purchase options (the "Options") pursuant to the Plan.
In our capacity as counsel to the Company, we have examined the original,
certified, conformed, photostat or other copies of the Company's Certificate of
Incorporation, By-Laws, the Plan and various agreements and written options
provided to be provided to officers, directors, key employees and consultants to
the Company, corporate minutes provided to us by the Company and such other
documents and instruments as we deemed necessary. In all such examinations, we
have assumed the genuineness of all signatures on original documents, and the
conformity to originals or certified documents of all copies submitted to us as
conformed, photostat or other copies. In passing upon certain corporate records
and documents of the Company, we have necessarily assumed the correctness and
completeness of the statements made or included therein by the Company, and we
express no opinion thereon.
Based upon and in reliance of the foregoing, we are of the opinion that
the Common Stock to be issued upon exercise of the Options, when issued in
accordance with the terms thereof, will be validly issued, fully paid and
non-assessable.
<PAGE>
QPQ Corporation
October 2, 1997
Page 2
We hereby consent to the use of this opinion in the Registration Statement
on Form S-8 to be filed with the Commission.
Very truly yours,
ATLAS, PEARLMAN, TROP & BORKSON, P.A.
JMS/bb
================================================================================
Consent of Coopers & Lybrand, L.L.P.
================================================================================
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this registration statement on
Form S-8 and related prospectus of QPQ Corporation, for the registration of
1,000,000 shares of its Common stock, of our report, which includes an
explanatory paragraph relating to the Company's ability to continue as a going
concern, dated March 29, 1996, on our audit of the consolidated financial
statements of QPQ Corporation as of and for the year ended December 31, 1995,
which report is included in the Company's 1996 Annual Report on Form 10-KSB.
/s/ Coopers & Lybrand L.L.P.
Coopers & Lybrand L.L.P.
Miami, Florida
September 30, 1997
================================================================================
Consent of Moore Stephens Lovelace, P.L.
================================================================================
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
---------------------------------------------------
We consent to the incorporation by reference in this Registration Statement on
Form S-8 and related prospectus of QPQ Corporation, for the registration of
1,000,000 shares of its common stock, of our report dated March 27, 1997, with
respect to the consolidated financial statements of QPQ Corporation and
Subsidiaries included in its Annual Report on Form 10-KSB for the year ended
December 31, 1996, filed with the Securities and Exchange Commission.
MOORE STEPHENS LOVELACE, P.L.
Certified Public Accountants
Orlando, Florida
September 30, 1997
