<PAGE>
As filed with the Securities and Exchange Commission on October __, 1999
Reg. No. 333-
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------------
FORM
S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
-----------------------
TRI-LITE INC.
--------------------------------------------------
(Exact name of issuer as specified in its charter)
Pennsylvania 21-2525309
------------------------------- ------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
---------------------------
11779 Cardinal Circle
Garden Grove, California 92846
----------------------------------------
(Address of principal executive offices)
-------------------------
Eight (8) Professional Services Agreements, Ten (10) Option Agreements,
One (1) Agreement for Marketing Services and
One (1) Consulting Agreement (Full title of the plans)
---------------------
E. Maxwell Malone
Chief Executive Officer
Tri-Lite Inc.
11779 Cardinal Circle
Garden Grove, California 92846
---------------------------------------
(Name and address of agent for service)
(714) 537-3456
-------------------------------------------------------------
(Telephone number, including area code, of agent for service)
Copy to:
Gary L. Blum, Esq.
Law Offices Of Gary L. Blum
3278 Wilshire Boulevard, Suite 603
Los Angeles, California 90010
(213) 381-7450 (Telephone)
(213) 384-1035 (Facsimile)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Proposed
Maximum
Offering Proposed Maximum Amount of
Title of Securities Amount To Be Price Aggregate Offering Registration
To Be Registered Registered Per Share Price Fee
- ------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, no
par value 563,647 $0.218(1) $122,875 $ 34.16
- ------------------------------------------------------------------------------------
Common Stock 275,000 $0.09 $24,750 $ 6.88
underlying 50,000 $0.60 $30,000 $ 8.34
options 750,000 $2.00 $1,500,000 $417.03
50,000 $1.00 $50,000 $ 14.00
- ------------------------------------------------------------------------------------
Total 1,688,647 N/A $1,728,105 $480.41
</TABLE>
- ----------------
(1) Estimated solely for the purpose of calculating the fee, and based, pursuant
to Rule 457(c), on the average of the high and low sale prices of the
Registrant's common stock as reported on the OTC Bulletin Board on
October 11, 1999.
================================================================================
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. Plan Information.*
Item 2. Registrant Information and Employee Plan Annual Information.*
- -------------
* Information required by Items 1 and 2 of Part I to be contained in the
Section 10(a) Prospectus is omitted from the Registration Statement in
accordance with Rule 428 under the Securities Act of 1933 and the Note to
Part I of Form S-8.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
The following documents, which have heretofore been filed by Tri-Lite Inc.
(the "Registrant") with the Securities and Exchange Commission (the
"Commission"), are incorporated by reference herein:
(i) the Registrant's Annual Report on Form 10-K for the fiscal year
ended December 31, 1998, as amended by Amendment No. 1 to the Registrant's
Annual Report on Form 10-K/A, filed pursuant to Section 13(a) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act").
(ii) the Registrant's Quarterly Reports on Form 10-Q for the quarterly
periods ended March 31, 1999 and June 30, 1999, respectively, filed
pursuant to Section 13(a) of the Securities Exchange Act of 1934, as
amended (the "Exchange Act").
In addition, any document filed by the Registrant with the Commission
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act subsequent
to the date hereof, but prior to the filing of a post-effective amendment to
this Registration Statement which indicates that all shares of the Registrant's
Common Stock registered hereunder have been sold or that deregisters all such
shares of Common Stock then remaining unsold, will be deemed to be incorporated
by reference herein and to be a part hereof from the date of filing of such
documents.
<PAGE>
Item 4. Description of Securities
Not applicable.
Item 5. Interests of Named Experts and Counsel
Not applicable
Item 6. Indemnification of Directors and Officers
The Corporations Code of the State of Pennsylvania makes provision for the
indemnification of officers and directors in terms sufficiently broad to
indemnify officers and directors under certain circumstances for liabilities
arising under the Securities Act of 1933, as amended. Section 1741, et seq. of
said Corporations Code, in general, provides that an officer or director shall
be indemnified against reasonable and necessary expenses incurred in a
successful defense to any action by reason of the fact that he serves as a
representative of the corporation, and may be indemnified in other cases if he
acted in good faith and in a manner he reasonably believed was in, or not
opposed to, the best interests of the corporation, and if he had no reason to
believe that his conduct was unlawful, except that no indemnification is
permitted when such person has been adjudged liable for recklessness or
misconduct in the performance of his duty to the corporation, unless otherwise
permitted by a court of competent jurisdiction. The Bylaws of Tri-Lite Inc.
("Registrant") provide for indemnification and limits the liability of the
Registrant's directors and officers to the fullest extent permitted under
Pennsylvania law.
Item 7. Exemption from Registration Claimed
Not applicable.
Item 8. Exhibits
The following exhibits are filed herewith or incorporated by reference as a
part of this Registration Statement:
4.1 Stock Option Agreement between Registrant and Fred de Boom dated May 14,
1999.
4.2 Stock Option Agreement between Registrant and E. Maxwell Malone dated
May 14, 1999.
4.3 Stock Option Agreement between Registrant and Ernest Dageford dated May 14,
1999.
4.4 Stock Option Agreement between Registrant and Adrian Cayetano dated May 14,
1999.
<PAGE>
4.5 Stock Option Agreement between Registrant and Gary L. Blum dated May 14,
1999.
4.6 Stock Option Agreement between Registrant and Jack Katz dated May 14,
1999.
4.7 Stock Option Agreement between Registrant and George Olenik dated
August 1, 1999.
4.8 Stock Option Agreement between Registrant and Paul J. Keil dated
August 27, 1999.
4.9 Stock Option Agreement between Registrant and Richard Di Capua dated
August 27, 1999.
4.10 Stock Option Agreement between Registrant and Gary L. Blum dated
September 1, 1999.
5 Opinion of Counsel as to the legality of securities being registered.
10.1 Professional Services Agreement between Registrant and Gary L. Blum dated
August 1, 1999.
10.2 Professional Services Agreement between Registrant and Don Davis dated
August 1, 1999.
10.3 Professional Services Agreement between Registrant and Howard Dean dated
August 1, 1999.
10.4 Professional Services Agreement between Registrant and E. Maxwell Malone
dated August 27, 1999.
10.5 Professional Services Agreement between Registrant and Ernest Dageford
dated August 27, 1999.
10.6 Agreement For Marketing Services between Registrant and National Marketing
Associates dated August 27, 1999.
10.7 Consulting Agreement between Registrant and DCAP Associates, Inc. dated
August 27, 1999.
10.8 Professional Services Agreement between Registrant and Broker & O'Keefe
dated September 1, 1999.
10.9 Professional Services Agreement between Registrant and Broker & Associates
dated September 1, 1999.
10.10 Professional Services Agreement between Registrant and Paul Keil dated
September 1, 1999.
23.1 Consent of Independent Auditors.
23.2 Consent of Counsel (included in Exhibit 5).
24 Power of Attorney (see signature page).
<PAGE>
Item 9. Undertakings
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of this Registration Statement (or the most
recent post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in this Registration Statement; and
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in this Registration
Statement or any material change to such information in this
Registration Statement. Provided, however, that paragraphs (a)(1)(i)
and (a)(1)(ii) do not apply if the information required to be included
in a posteffective amendment by those paragraphs is contained in
periodic reports filed by the Registrant pursuant to Section 13 or
Section 15(d) of the Exchange Act that are incorporated by reference
in this Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, 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.
(3) To remove from registration by means of a posteffective amendment
any of the securities being registered which remain unsold at the
termination of the offering.
(b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, 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.
<PAGE>
(c) Insofar as indemnification for liabilities arising under the Securities Act
of 1933 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 Securities Act of
1933 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 or 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 Securities
Act of 1933 and will be governed by the final adjudication of such issue.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Garden Grove, State of California, on the ___th day
of October, 1999.
TRI-LITE INC.
By
------------------------------------------
E. Maxwell Malone, Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints E. Maxwell Malone, his true and lawful
attorney-in-fact and agent, with full power of each to act alone, with full
powers of substitution, for him in any and all capacities, to sign this
Registration Statement and any and all amendments hereto, and to file the same,
with all exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorney-in-fact and
agent, with full power to act alone, full power and authority to do and perform
each and every act and thing requisite and necessary to be done in connection
therewith, as he might do or could do in person, hereby ratifying and confirming
all that said attorney in-fact and agent, or his substitute may lawfully do or
cause to be done by virtue hereof.
<PAGE>
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
Signature Title Date
--------- ----- ----
E. Maxwell Malone Chairman of the Board, Chief October__, 1999
Executive Officer (Principal
Executive Officer) and Acting
Chief Financial Officer
(Principal Financial and
Principal Accounting Officer)
George Olenik Director October___, 1999
Fred de Boom Director, Secretary October ___, 1999
EXHIBIT INDEX
4.1 Stock Option Agreement between Registrant and Fred de Boom dated May 14,
1999.
4.2 Stock Option Agreement between Registrant and E. Maxwell Malone dated
May 14, 1999.
4.3 Stock Option Agreement between Registrant and Ernest Dageford dated May 14,
1999.
4.4 Stock Option Agreement between Registrant and Adrian Cayetano dated May 14,
1999.
4.5 Stock Option Agreement between Registrant and Gary L. Blum dated May 14,
1999.
4.6 Stock Option Agreement between Registrant and Jack Katz dated May 14, 1999.
4.7 Stock Option Agreement between Registrant and George Olenik dated August 1,
1999.
4.8 Stock Option Agreement between Registrant and Paul J. Keil dated August 27,
1999.
4.9 Stock Option Agreement between Registrant and Richard Di Capua dated
August 27, 1999.
<PAGE>
4.10 Stock Option Agreement between Registrant and Gary L. Blum dated
September 1, 1999.
5 Opinion of Counsel as to the legality of securities being registered.
10.1 Professional Services Agreement between Registrant and Gary L. Blum dated
August 1, 1999.
10.2 Professional Services Agreement between Registrant and Don Davis dated
August 1, 1999.
10.3 Professional Services Agreement between Registrant and Howard Dean dated
August 1, 1999.
10.4 Professional Services Agreement between Registrant and E. Maxwell Malone
dated August 27, 1999.
10.5 Professional Services Agreement between Registrant and Ernest Dageford
dated August 27, 1999.
10.6 Agreement For Marketing Services between Registrant and National Marketing
Associates dated August 27, 1999.
10.7 Consulting Agreement between Registrant and DCAP Associates, Inc. dated
August 27, 1999.
10.8 Professional Services Agreement between Registrant and Broker & O'Keefe
dated September 1, 1999.
10.9 Professional Services Agreement between Registrant and Broker & Associates
dated September 1, 1999.
10.10 Professional Services Agreement between Registrant and Paul Keil dated
September 1, 1999.
23.1 Consent of Independent Auditors.
23.2 Consent of Counsel (included in Exhibit 5).
24 Power of Attorney (see signature page).
<PAGE>
EXHIBIT 4.1
TRI-LITE INC.
STOCK OPTION AGREEMENT
This Stock Option Agreement (the "Agreement") is entered into as of May 14,
1999 by and between Tri-Lite Inc., a Pennsylvania corporation (the "Company"),
and Fred de Boom (the "Optionee").
1. Grant of Option; Registration of Underlying Shares. The Company hereby
grants to Optionee an option (the "Option") to purchase all or any portion of a
total of 50,000 shares (the "Shares") of the Common Stock of the Company at a
purchase price of $0.09 per share (the "Exercise Price"), subject to the terms
and conditions set forth herein. The Company shall register on Form S-8 with the
Securities and Exchange Commission, as soon as is practicable, all of the shares
underlying the Option.
2. Term of Option. Optionee's right to exercise this Option shall terminate
upon the expiration of five (5) years from the date of this Agreement;
3. Exercise of Option. Subject to Section 2 above, the portion of this
Option which has vested may be exercised in whole or in part by the Optionee
(or, after his or her death, by the person designated in Section 5 below), by
delivery of the following to the Company at its principal executive offices:
(a) a written notice of exercise which identifies this Agreement and
states the number of whole Shares (which may not be less than 100, or all
of the Shares if less than 100 Shares then remain covered by this Option)
then being purchased;
(b) payment of the Exercise Price in cash or by check (or by such
other form of lawful consideration as the Board of Directors of the
Company, or an authorized committee of the Board of Directors, may approve
from time to time;
(d) a letter, if requested by the Company, in such form and substance
as the Company may require, setting forth the investment intent of the
Optionee or the person designated in Section 4 below, as the case may be.
4. Death of Optionee: No Assignment. The rights of the Optionee under this
Agreement may not be assigned or transferred except by will or by the laws of
descent and distribution, and may be exercised during the lifetime of the
Optionee only by such Optionee. Any attempt to sell, pledge, assign,
hypothecate, transfer or dispose of this Option in contravention of this
Agreement shall be void and shall have no effect. If the Optionee should die
prior to the termination of this Option, Optionee's legal representative, his or
her legates, or the person who acquired the right to exercise this Option by
reason of the death of the Optionee (individually, a "Successor") shall succeed
to the Optionee's rights and obligations under this Agreement. After the death
of the Optionee, only a Successor may exercise this Option.
5. Representations and Warranties of Optionee.
(a) Optionee represents and warrants that this Option is being
acquired by Optionee for his or her personal account, for investment
purposes only, and not with a view to the distribution, resale or other
disposition thereof.
(b) Optionee acknowledges that the Company may issue Shares upon the
exercise of this Option without registering such Common Stock under the
Securities Act of 1933, as amended (the "Act"), on the basis of certain
<PAGE>
exemptions from such registration requirement. Accordingly, Optionee agrees
that his or her exercise of the Option may be expressly conditioned upon
his or her delivery to the Company of an investment certificate including
such representations and undertakings as the Company may reasonably require
in order to assure the availability of such exemptions, including a
representation that Optionee is acquiring the Shares for investment and not
with a present intention of selling or otherwise disposing such Shares and
an agreement by Optionee that the certificates evidencing the Shares may
bear a legend indicating such non-registration under the Act and the
resulting restrictions on transfer. Optionee acknowledges that, because
Shares received upon exercise of an Option may be unregistered, Optionee
may be required to hold the Shares indefinitely unless they are
subsequently registered for resale under the Act or an exemption from such
registration is available. Optionee further acknowledges that federal
securities laws and the securities laws of the state in which he or she
resides may require the placement of certain restrictive legends upon the
Shares issued upon exercise of this Option, and Optionee hereby consents to
the placing of any such legends upon certificates evidencing the Shares as
the Company, or its counsel, may deem necessary.
6. Limitation of Company's Liability for Non-issuance. The Company intends
at all times to reserve and keep available, and to use its reasonable best
efforts to obtain from any regulatory body having jurisdiction any requisite
authority in order to issue and sell, such number of shares of its Common Stock
as shall be sufficient to satisfy its obligations hereunder. Inability of the
Company to obtain, from any regulatory body having jurisdiction, authority
deemed by the Company's counsel to be necessary for the lawful issuance and sale
of any shares of its Common Stock hereunder shall relieve the Company of any
liability in respect of the non-issuance or sale of such shares as to which such
requisite authority shall not have been obtained.
7. Adjustments Upon Changes in Capital Structure, Merger, Etc.
(a) In the event of any changes in the outstanding shares of Common
Stock of the Company resulting from a stock split, reverse stock split,
stock dividend, reclassification or similar change in the capital structure
of the Company, appropriate and reasonable adjustments shall be made to the
number and kind of Shares subject to this Option and to the Exercise Price
per share.
(b) In the event of a merger, consolidation or other reorganization in
which the Company is not the surviving corporation, this Option shall
terminate upon the effective date of such transaction unless a successor
corporation assumes this Option, provides substantially similar
consideration to Optionee as was provided to the shareholders of the
Company, or substitutes substantially equivalent options covering shares of
the successor corporation.
8. No Employment Contract Created. Nothing in this Agreement shall be
construed to constitute or be evidence of any right with respect to employment
or continuance of employment with the Company or any subsidiary or parent of the
Company, or to limit in any way the right of the Company or any subsidiary or
parent of the Company to terminate Optionee's employment at any time, with or
without cause.
<PAGE>
9. Rights as Shareholder. The Optionee (or a Successor pursuant to Section
5 hereof) shall have no rights as a shareholder with respect to any Shares
covered by this option until the date of the issuance of a stock certificate or
certificates to him or her for such Shares, notwithstanding the exercise of this
Option.
10. Notices. Any notice, demand or request required or permitted to be
given under this Agreement shall be in writing and shall be deemed given when
delivered personally or three days after being deposited in the United States
mail, as certified or registered mail, with postage prepaid, and addressed, if
to the Company, at its principal place of business, Attention: the Chief
Financial Officer, and if to the Optionee, at his or her most recent address as
shown in the employment or stock records of the Company.
11. Governing Law. The validity, construction, interpretation, and effect
of this Option shall be governed by and determined in accordance with the laws
of the State of California.
12. Severability. Should any provision or portion of this Agreement be held
to be unenforceable or invalid for any reason, the remaining provisions and
portions of this Agreement shall be unaffected by such holding.
13. Counterparts. This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original and all of which
together shall be deemed one instrument.
14. Entire Agreement. This Agreement constitutes the entire agreement
between the parties pertaining to its subject matter and supersedes all prior
written or oral agreements and understandings of the parties, either express or
implied.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date
first above written.
TRI-LITE INC.
By:
-------------------------------------
Its:
------------------------------------
The Optionee hereby accepts this Option subject to all the terms and
provisions hereof. The Optionee hereby agrees to accept as binding, conclusive
and final all decisions or interpretations of the Board of Directors of the
Company (or an authorized Committee thereof) regarding any questions arising
under this Agreement. The Optionee authorizes the Company to withhold in
accordance with applicable law from any compensation payable to him or her any
taxes required to be withheld by federal, state or local law as a result of the
exercise of this Option.
OPTIONEE
--------------------------------------
Fred de Boom
<PAGE>
EXHIBIT 4.2
TRI-LITE INC.
STOCK OPTION AGREEMENT
This Stock Option Agreement (the "Agreement") is entered into as of May 14,
1999 by and between Tri-Lite Inc., a Pennsylvania corporation (the "Company"),
and E. Maxwell Malone (the "Optionee").
1. Grant of Option; Registration of Underlying Shares. The Company hereby
grants to Optionee an option (the "Option") to purchase all or any portion of a
total of 50,000 shares (the "Shares") of the Common Stock of the Company at a
purchase price of $0.09 per share (the "Exercise Price"), subject to the terms
and conditions set forth herein. The Company shall register on Form S-8 with the
Securities and Exchange Commission, as soon as is practicable, all of the shares
underlying the Option.
2. Term of Option. Optionee's right to exercise this Option shall terminate
upon the expiration of five (5) years from the date of this Agreement;
3. Exercise of Option. Subject to Section 2 above, the portion of this
Option which has vested may be exercised in whole or in part by the Optionee
(or, after his or her death, by the person designated in Section 5 below), by
delivery of the following to the Company at its principal executive offices:
(a) a written notice of exercise which identifies this Agreement and
states the number of whole Shares (which may not be less than 100, or all
of the Shares if less than 100 Shares then remain covered by this Option)
then being purchased;
(b) payment of the Exercise Price in cash or by check (or by such
other form of lawful consideration as the Board of Directors of the
Company, or an authorized committee of the Board of Directors, may approve
from time to time;
(d) a letter, if requested by the Company, in such form and substance
as the Company may require, setting forth the investment intent of the
Optionee or the person designated in Section 4 below, as the case may be.
4. Death of Optionee: No Assignment. The rights of the Optionee under this
Agreement may not be assigned or transferred except by will or by the laws of
descent and distribution, and may be exercised during the lifetime of the
Optionee only by such Optionee. Any attempt to sell, pledge, assign,
hypothecate, transfer or dispose of this Option in contravention of this
Agreement shall be void and shall have no effect. If the Optionee should die
prior to the termination of this Option, Optionee's legal representative, his or
her legates, or the person who acquired the right to exercise this Option by
reason of the death of the Optionee (individually, a "Successor") shall succeed
to the Optionee's rights and obligations under this Agreement. After the death
of the Optionee, only a Successor may exercise this Option.
<PAGE>
5. Representations and Warranties of Optionee.
(a) Optionee represents and warrants that this Option is being
acquired by Optionee for his or her personal account, for investment
purposes only, and not with a view to the distribution, resale or other
disposition thereof.
(b) Optionee acknowledges that the Company may issue Shares upon the
exercise of this Option without registering such Common Stock under the
Securities Act of 1933, as amended (the "Act"), on the basis of certain
exemptions from such registration requirement. Accordingly, Optionee agrees
that his or her exercise of the Option may be expressly conditioned upon
his or her delivery to the Company of an investment certificate including
such representations and undertakings as the Company may reasonably require
in order to assure the availability of such exemptions, including a
representation that Optionee is acquiring the Shares for investment and not
with a present intention of selling or otherwise disposing such Shares and
an agreement by Optionee that the certificates evidencing the Shares may
bear a legend indicating such non-registration under the Act and the
resulting restrictions on transfer. Optionee acknowledges that, because
Shares received upon exercise of an Option may be unregistered, Optionee
may be required to hold the Shares indefinitely unless they are
subsequently registered for resale under the Act or an exemption from such
registration is available. Optionee further acknowledges that federal
securities laws and the securities laws of the state in which he or she
resides may require the placement of certain restrictive legends upon the
Shares issued upon exercise of this Option, and Optionee hereby consents to
the placing of any such legends upon certificates evidencing the Shares as
the Company, or its counsel, may deem necessary.
6. Limitation of Company's Liability for Non-issuance. The Company intends
at all times to reserve and keep available, and to use its reasonable best
efforts to obtain from any regulatory body having jurisdiction any requisite
authority in order to issue and sell, such number of shares of its Common Stock
as shall be sufficient to satisfy its obligations hereunder. Inability of the
Company to obtain, from any regulatory body having jurisdiction, authority
deemed by the Company's counsel to be necessary for the lawful issuance and sale
of any shares of its Common Stock hereunder shall relieve the Company of any
liability in respect of the non-issuance or sale of such shares as to which such
requisite authority shall not have been obtained.
7. Adjustments Upon Changes in Capital Structure, Merger, Etc.
(a) In the event of any changes in the outstanding shares of Common
Stock of the Company resulting from a stock split, reverse stock split,
stock dividend, reclassification or similar change in the capital structure
of the Company, appropriate and reasonable adjustments shall be made to the
number and kind of Shares subject to this Option and to the Exercise Price
per share.
<PAGE>
(b) In the event of a merger, consolidation or other reorganization in
which the Company is not the surviving corporation, this Option shall
terminate upon the effective date of such transaction unless a successor
corporation assumes this Option, provides substantially similar
consideration to Optionee as was provided to the shareholders of the
Company, or substitutes substantially equivalent options covering shares of
the successor corporation.
8. No Employment Contract Created. Nothing in this Agreement shall be
construed to constitute or be evidence of any right with respect to employment
or continuance of employment with the Company or any subsidiary or parent of the
Company, or to limit in any way the right of the Company or any subsidiary or
parent of the Company to terminate Optionee's employment at any time, with or
without cause.
9. Rights as Shareholder. The Optionee (or a Successor pursuant to Section
5 hereof) shall have no rights as a shareholder with respect to any Shares
covered by this option until the date of the issuance of a stock certificate or
certificates to him or her for such Shares, notwithstanding the exercise of this
Option.
10. Notices. Any notice, demand or request required or permitted to be
given under this Agreement shall be in writing and shall be deemed given when
delivered personally or three days after being deposited in the United States
mail, as certified or registered mail, with postage prepaid, and addressed, if
to the Company, at its principal place of business, Attention: the Chief
Financial Officer, and if to the Optionee, at his or her most recent address as
shown in the employment or stock records of the Company.
11. Governing Law. The validity, construction, interpretation, and effect
of this Option shall be governed by and determined in accordance with the laws
of the State of California.
12. Severability. Should any provision or portion of this Agreement be held
to be unenforceable or invalid for any reason, the remaining provisions and
portions of this Agreement shall be unaffected by such holding.
13. Counterparts. This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original and all of which
together shall be deemed one instrument.
14. Entire Agreement. This Agreement constitutes the entire agreement
between the parties pertaining to its subject matter and supersedes all prior
written or oral agreements and understandings of the parties, either express or
implied.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date
first above written.
TRI-LITE INC.
By:
-------------------------------------
Its:
------------------------------------
The Optionee hereby accepts this Option subject to all the terms and
provisions hereof. The Optionee hereby agrees to accept as binding, conclusive
and final all decisions or interpretations of the Board of Directors of the
Company (or an authorized Committee thereof) regarding any questions arising
under this Agreement. The Optionee authorizes the Company to withhold in
accordance with applicable law from any compensation payable to him or her any
taxes required to be withheld by federal, state or local law as a result of the
exercise of this Option.
OPTIONEE
-------------------------------------
E. Maxwell Malone
<PAGE>
EXHIBIT 4.3
TRI-LITE INC.
STOCK OPTION AGREEMENT
This Stock Option Agreement (the "Agreement") is entered into as of May
14, 1999 by and between Tri-Lite Inc., a Pennsylvania corporation (the
"Company"), and Ernest Dageford (the "Optionee").
1. Grant of Option; Registration of Underlying Shares. The Company hereby
grants to Optionee an option (the "Option") to purchase all or any portion of a
total of 50,000 shares (the "Shares") of the Common Stock of the Company at a
purchase price of $0.09 per share (the "Exercise Price"), subject to the terms
and conditions set forth herein. The Company shall register on Form S-8 with the
Securities and Exchange Commission, as soon as is practicable, all of the shares
underlying the Option.
2. Term of Option. Optionee's right to exercise this Option shall terminate
upon the expiration of five (5) years from the date of this Agreement;
3. Exercise of Option. Subject to Section 2 above, the portion of this
Option which has vested may be exercised in whole or in part by the Optionee
(or, after his or her death, by the person designated in Section 5 below), by
delivery of the following to the Company at its principal executive offices:
<PAGE>
(a) a written notice of exercise which identifies this Agreement and
states the number of whole Shares (which may not be less than 100, or all
of the Shares if less than 100 Shares then remain covered by this Option)
then being purchased;
(b) payment of the Exercise Price in cash or by check (or by such
other form of lawful consideration as the Board of Directors of the
Company, or an authorized committee of the Board of Directors, may approve
from time to time;
(d) a letter, if requested by the Company, in such form and substance
as the Company may require, setting forth the investment intent of the
Optionee or the person designated in Section 4 below, as the case may be.
4. Death of Optionee: No Assignment. The rights of the Optionee under this
Agreement may not be assigned or transferred except by will or by the laws of
descent and distribution, and may be exercised during the lifetime of the
Optionee only by such Optionee. Any attempt to sell, pledge, assign,
hypothecate, transfer or dispose of this Option in contravention of this
Agreement shall be void and shall have no effect. If the Optionee should die
prior to the termination of this Option, Optionee's legal representative, his or
her legates, or the person who acquired the right to exercise this Option by
reason of the death of the Optionee (individually, a "Successor") shall succeed
to the Optionee's rights and obligations under this Agreement. After the death
of the Optionee, only a Successor may exercise this Option.
5. Representations and Warranties of Optionee.
(a) Optionee represents and warrants that this Option is being
acquired by Optionee for his or her personal account, for investment
purposes only, and not with a view to the distribution, resale or other
disposition thereof.
(b) Optionee acknowledges that the Company may issue Shares upon the
exercise of this Option without registering such Common Stock under the
Securities Act of 1933, as amended (the "Act"), on the basis of certain
exemptions from such registration requirement. Accordingly, Optionee agrees
that his or her exercise of the Option may be expressly conditioned upon
his or her delivery to the Company of an investment certificate including
such representations and undertakings as the Company may reasonably require
in order to assure the availability of such exemptions, including a
representation that Optionee is acquiring the Shares for investment and not
with a present intention of selling or otherwise disposing such Shares and
an agreement by Optionee that the certificates evidencing the Shares may
bear a legend indicating such non-registration under the Act and the
resulting restrictions on transfer. Optionee acknowledges that, because
Shares received upon exercise of an Option may be unregistered, Optionee
may be required to hold the Shares indefinitely unless they are
subsequently registered for resale under the Act or an exemption from such
registration is available. Optionee further acknowledges that federal
securities laws and the securities laws of the state in which he or she
resides may require the placement of certain restrictive legends upon the
Shares issued upon exercise of this Option, and Optionee hereby consents to
the placing of any such legends upon certificates evidencing the Shares as
the Company, or its counsel, may deem necessary.
<PAGE>
6. Limitation of Company's Liability for Non-issuance. The Company intends
at all times to reserve and keep available, and to use its reasonable best
efforts to obtain from any regulatory body having jurisdiction any requisite
authority in order to issue and sell, such number of shares of its Common Stock
as shall be sufficient to satisfy its obligations hereunder. Inability of the
Company to obtain, from any regulatory body having jurisdiction, authority
deemed by the Company's counsel to be necessary for the lawful issuance and sale
of any shares of its Common Stock hereunder shall relieve the Company of any
liability in respect of the non-issuance or sale of such shares as to which such
requisite authority shall not have been obtained.
7. Adjustments Upon Changes in Capital Structure, Merger, Etc.
(a) In the event of any changes in the outstanding shares of Common
Stock of the Company resulting from a stock split, reverse stock split,
stock dividend, reclassification or similar change in the capital structure
of the Company, appropriate and reasonable adjustments shall be made to the
number and kind of Shares subject to this Option and to the Exercise Price
per share.
(b) In the event of a merger, consolidation or other reorganization in
which the Company is not the surviving corporation, this Option shall
terminate upon the effective date of such transaction unless a successor
corporation assumes this Option, provides substantially similar
consideration to Optionee as was provided to the shareholders of the
Company, or substitutes substantially equivalent options covering shares of
the successor corporation.
8. No Employment Contract Created. Nothing in this Agreement shall be
construed to constitute or be evidence of any right with respect to employment
or continuance of employment with the Company or any subsidiary or parent of the
Company, or to limit in any way the right of the Company or any subsidiary or
parent of the Company to terminate Optionee's employment at any time, with or
without cause.
9. Rights as Shareholder. The Optionee (or a Successor pursuant to Section
5 hereof) shall have no rights as a shareholder with respect to any Shares
covered by this option until the date of the issuance of a stock certificate or
certificates to him or her for such Shares, notwithstanding the exercise of this
Option.
10. Notices. Any notice, demand or request required or permitted to be
given under this Agreement shall be in writing and shall be deemed given when
delivered personally or three days after being deposited in the United States
mail, as certified or registered mail, with postage prepaid, and addressed, if
to the Company, at its principal place of business, Attention: the Chief
Financial Officer, and if to the Optionee, at his or her most recent address as
shown in the employment or stock records of the Company.
<PAGE>
11. Governing Law. The validity, construction, interpretation, and effect
of this Option shall be governed by and determined in accordance with the laws
of the State of California.
12. Severability. Should any provision or portion of this Agreement be held
to be unenforceable or invalid for any reason, the remaining provisions and
portions of this Agreement shall be unaffected by such holding.
13. Counterparts. This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original and all of which
together shall be deemed one instrument.
14. Entire Agreement. This Agreement constitutes the entire agreement
between the parties pertaining to its subject matter and supersedes all prior
written or oral agreements and understandings of the parties, either express or
implied.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date
first above written.
TRI-LITE INC.
By:
-------------------------------------
Its:
------------------------------------
The Optionee hereby accepts this Option subject to all the terms and
provisions hereof. The Optionee hereby agrees to accept as binding, conclusive
and final all decisions or interpretations of the Board of Directors of the
Company (or an authorized Committee thereof) regarding any questions arising
under this Agreement. The Optionee authorizes the Company to withhold in
accordance with applicable law from any compensation payable to him or her any
taxes required to be withheld by federal, state or local law as a result of the
exercise of this Option.
OPTIONEE
--------------------------------------
Ernest Dageford
<PAGE>
EXHIBIT 4.4
TRI-LITE INC.
STOCK OPTION AGREEMENT
This Stock Option Agreement (the "Agreement") is entered into as of May 14,
1999 by and between Tri-Lite Inc., a Pennsylvania corporation (the "Company"),
and E. Adrian Cayetano (the "Optionee").
1. Grant of Option; Registration of Underlying Shares. The Company hereby
grants to Optionee an option (the "Option") to purchase all or any portion of a
total of 25,000 shares (the "Shares") of the Common Stock of the Company at a
purchase price of $0.09 per share (the "Exercise Price"), subject to the terms
and conditions set forth herein. The Company shall register on Form S-8 with the
Securities and Exchange Commission, as soon as is practicable, all of the shares
underlying the Option.
2. Term of Option. Optionee's right to exercise this Option shall terminate
upon the expiration of five (5) years from the date of this Agreement;
3. Exercise of Option. Subject to Section 2 above, the portion of this
Option which has vested may be exercised in whole or in part by the Optionee
(or, after his or her death, by the person designated in Section 5 below), by
delivery of the following to the Company at its principal executive offices:
(a) a written notice of exercise which identifies this Agreement and
states the number of whole Shares (which may not be less than 100, or all
of the Shares if less than 100 Shares then remain covered by this Option)
then being purchased;
(b) payment of the Exercise Price in cash or by check (or by such
other form of lawful consideration as the Board of Directors of the
Company, or an authorized committee of the Board of Directors, may approve
from time to time;
(d) a letter, if requested by the Company, in such form and substance
as the Company may require, setting forth the investment intent of the
Optionee or the person designated in Section 4 below, as the case may be.
4. Death of Optionee: No Assignment. The rights of the Optionee under this
Agreement may not be assigned or transferred except by will or by the laws of
descent and distribution, and may be exercised during the lifetime of the
Optionee only by such Optionee. Any attempt to sell, pledge, assign,
hypothecate, transfer or dispose of this Option in contravention of this
Agreement shall be void and shall have no effect. If the Optionee should die
prior to the termination of this Option, Optionee's legal representative, his or
her legates, or the person who acquired the right to exercise this Option by
reason of the death of the Optionee (individually, a "Successor") shall succeed
to the Optionee's rights and obligations under this Agreement. After the death
of the Optionee, only a Successor may exercise this Option.
<PAGE>
5. Representations and Warranties of Optionee.
(a) Optionee represents and warrants that this Option is being
acquired by Optionee for his or her personal account, for investment
purposes only, and not with a view to the distribution, resale or other
disposition thereof.
(b) Optionee acknowledges that the Company may issue Shares upon the
exercise of this Option without registering such Common Stock under the
Securities Act of 1933, as amended (the "Act"), on the basis of certain
exemptions from such registration requirement. Accordingly, Optionee agrees
that his or her exercise of the Option may be expressly conditioned upon
his or her delivery to the Company of an investment certificate including
such representations and undertakings as the Company may reasonably require
in order to assure the availability of such exemptions, including a
representation that Optionee is acquiring the Shares for investment and not
with a present intention of selling or otherwise disposing such Shares and
an agreement by Optionee that the certificates evidencing the Shares may
bear a legend indicating such non-registration under the Act and the
resulting restrictions on transfer. Optionee acknowledges that, because
Shares received upon exercise of an Option may be unregistered, Optionee
may be required to hold the Shares indefinitely unless they are
subsequently registered for resale under the Act or an exemption from such
registration is available. Optionee further acknowledges that federal
securities laws and the securities laws of the state in which he or she
resides may require the placement of certain restrictive legends upon the
Shares issued upon exercise of this Option, and Optionee hereby consents to
the placing of any such legends upon certificates evidencing the Shares as
the Company, or its counsel, may deem necessary.
6. Limitation of Company's Liability for Non-issuance. The Company intends
at all times to reserve and keep available, and to use its reasonable best
efforts to obtain from any regulatory body having jurisdiction any requisite
authority in order to issue and sell, such number of shares of its Common Stock
as shall be sufficient to satisfy its obligations hereunder. Inability of the
Company to obtain, from any regulatory body having jurisdiction, authority
deemed by the Company's counsel to be necessary for the lawful issuance and sale
of any shares of its Common Stock hereunder shall relieve the Company of any
liability in respect of the non-issuance or sale of such shares as to which such
requisite authority shall not have been obtained.
7. Adjustments Upon Changes in Capital Structure, Merger, Etc.
(a) In the event of any changes in the outstanding shares of Common
Stock of the Company resulting from a stock split, reverse stock split,
stock dividend, reclassification or similar change in the capital structure
of the Company, appropriate and reasonable adjustments shall be made to the
number and kind of Shares subject to this Option and to the Exercise Price
per share.
(b) In the event of a merger, consolidation or other reorganization in
which the Company is not the surviving corporation, this Option shall
terminate upon the effective date of such transaction unless a successor
corporation assumes this Option, provides substantially similar
consideration to Optionee as was provided to the shareholders of the
Company, or substitutes substantially equivalent options covering shares of
the successor corporation.
<PAGE>
8. No Employment Contract Created. Nothing in this Agreement shall be
construed to constitute or be evidence of any right with respect to employment
or continuance of employment with the Company or any subsidiary or parent of the
Company, or to limit in any way the right of the Company or any subsidiary or
parent of the Company to terminate Optionee's employment at any time, with or
without cause.
9. Rights as Shareholder. The Optionee (or a Successor pursuant to Section
5 hereof) shall have no rights as a shareholder with respect to any Shares
covered by this option until the date of the issuance of a stock certificate or
certificates to him or her for such Shares, notwithstanding the exercise of this
Option.
10. Notices. Any notice, demand or request required or permitted to be
given under this Agreement shall be in writing and shall be deemed given when
delivered personally or three days after being deposited in the United States
mail, as certified or registered mail, with postage prepaid, and addressed, if
to the Company, at its principal place of business, Attention: the Chief
Financial Officer, and if to the Optionee, at his or her most recent address as
shown in the employment or stock records of the Company.
11. Governing Law. The validity, construction, interpretation, and effect
of this Option shall be governed by and determined in accordance with the laws
of the State of California.
12. Severability. Should any provision or portion of this Agreement be held
to be unenforceable or invalid for any reason, the remaining provisions and
portions of this Agreement shall be unaffected by such holding.
13. Counterparts. This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original and all of which
together shall be deemed one instrument.
14. Entire Agreement. This Agreement constitutes the entire agreement
between the parties pertaining to its subject matter and supersedes all prior
written or oral agreements and understandings of the parties, either express or
implied.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date
first above written.
TRI-LITE INC.
By:
-----------------------------------------
Its:
----------------------------------------
The Optionee hereby accepts this Option subject to all the terms and
provisions hereof. The Optionee hereby agrees to accept as binding, conclusive
and final all decisions or interpretations of the Board of Directors of the
<PAGE>
Company (or an authorized Committee thereof) regarding any questions arising
under this Agreement. The Optionee authorizes the Company to withhold in
accordance with applicable law from any compensation payable to him or her any
taxes required to be withheld by federal, state or local law as a result of the
exercise of this Option.
OPTIONEE
--------------------------------------
Adrian Cayetano
<PAGE>
EXHIBIT 4.5
TRI-LITE INC.
STOCK OPTION AGREEMENT
This Stock Option Agreement (the "Agreement") is entered into as of May 14,
1999 by and between Tri-Lite Inc., a Pennsylvania corporation (the "Company"),
and Gary L. Blum (the "Optionee").
1. Grant of Option; Registration of Underlying Shares. The Company hereby
grants to Optionee an option (the "Option") to purchase all or any portion of a
total of 50,000 shares (the "Shares") of the Common Stock of the Company at a
purchase price of $0.09 per share (the "Exercise Price"), subject to the terms
and conditions set forth herein. The Company shall register on Form S-8 with the
Securities and Exchange Commission, as soon as is practicable, all of the shares
underlying the Option.
2. Term of Option. Optionee's right to exercise this Option shall terminate
upon the expiration of five (5) years from the date of this Agreement;
3. Exercise of Option. Subject to Section 2 above, the portion of this
Option which has vested may be exercised in whole or in part by the Optionee
(or, after his or her death, by the person designated in Section 5 below), by
delivery of the following to the Company at its principal executive offices:
(a) a written notice of exercise which identifies this Agreement and
states the number of whole Shares (which may not be less than 100, or all
of the Shares if less than 100 Shares then remain covered by this Option)
then being purchased;
(b) payment of the Exercise Price in cash or by check (or by such
other form of lawful consideration as the Board of Directors of the
Company, or an authorized committee of the Board of Directors, may approve
from time to time;
<PAGE>
(d) a letter, if requested by the Company, in such form and substance
as the Company may require, setting forth the investment intent of the
Optionee or the person designated in Section 4 below, as the case may be.
4. Death of Optionee: No Assignment. The rights of the Optionee under this
Agreement may not be assigned or transferred except by will or by the laws of
descent and distribution, and may be exercised during the lifetime of the
Optionee only by such Optionee. Any attempt to sell, pledge, assign,
hypothecate, transfer or dispose of this Option in contravention of this
Agreement shall be void and shall have no effect. If the Optionee should die
prior to the termination of this Option, Optionee's legal representative, his or
her legates, or the person who acquired the right to exercise this Option by
reason of the death of the Optionee (individually, a "Successor") shall succeed
to the Optionee's rights and obligations under this Agreement. After the death
of the Optionee, only a Successor may exercise this Option.
5. Representations and Warranties of Optionee.
(a) Optionee represents and warrants that this Option is being
acquired by Optionee for his or her personal account, for investment
purposes only, and not with a view to the distribution, resale or other
disposition thereof.
(b) Optionee acknowledges that the Company may issue Shares upon the
exercise of this Option without registering such Common Stock under the
Securities Act of 1933, as amended (the "Act"), on the basis of certain
exemptions from such registration requirement. Accordingly, Optionee agrees
that his or her exercise of the Option may be expressly conditioned upon
his or her delivery to the Company of an investment certificate including
such representations and undertakings as the Company may reasonably require
in order to assure the availability of such exemptions, including a
representation that Optionee is acquiring the Shares for investment and not
with a present intention of selling or otherwise disposing such Shares and
an agreement by Optionee that the certificates evidencing the Shares may
bear a legend indicating such non-registration under the Act and the
resulting restrictions on transfer. Optionee acknowledges that, because
Shares received upon exercise of an Option may be unregistered, Optionee
may be required to hold the Shares indefinitely unless they are
subsequently registered for resale under the Act or an exemption from such
registration is available. Optionee further acknowledges that federal
securities laws and the securities laws of the state in which he or she
resides may require the placement of certain restrictive legends upon the
Shares issued upon exercise of this Option, and Optionee hereby consents to
the placing of any such legends upon certificates evidencing the Shares as
the Company, or its counsel, may deem necessary.
6. Limitation of Company's Liability for Non-issuance. The Company intends
at all times to reserve and keep available, and to use its reasonable best
efforts to obtain from any regulatory body having jurisdiction any requisite
authority in order to issue and sell, such number of shares of its Common Stock
as shall be sufficient to satisfy its obligations hereunder. Inability of the
Company to obtain, from any regulatory body having jurisdiction, authority
deemed by the Company's counsel to be necessary for the lawful issuance and sale
of any shares of its Common Stock hereunder shall relieve the Company of any
<PAGE>
liability in respect of the non-issuance or sale of such shares as to which such
requisite authority shall not have been obtained.
7. Adjustments Upon Changes in Capital Structure, Merger, Etc.
(a) In the event of any changes in the outstanding shares of Common
Stock of the Company resulting from a stock split, reverse stock split,
stock dividend, reclassification or similar change in the capital structure
of the Company, appropriate and reasonable adjustments shall be made to the
number and kind of Shares subject to this Option and to the Exercise Price
per share.
(b) In the event of a merger, consolidation or other reorganization in
which the Company is not the surviving corporation, this Option shall
terminate upon the effective date of such transaction unless a successor
corporation assumes this Option, provides substantially similar
consideration to Optionee as was provided to the shareholders of the
Company, or substitutes substantially equivalent options covering shares of
the successor corporation.
8. No Employment Contract Created. Nothing in this Agreement shall be
construed to constitute or be evidence of any right with respect to employment
or continuance of employment with the Company or any subsidiary or parent of the
Company, or to limit in any way the right of the Company or any subsidiary or
parent of the Company to terminate Optionee's employment at any time, with or
without cause.
9. Rights as Shareholder. The Optionee (or a Successor pursuant to Section
5 hereof) shall have no rights as a shareholder with respect to any Shares
covered by this option until the date of the issuance of a stock certificate or
certificates to him or her for such Shares, notwithstanding the exercise of this
Option.
10. Notices. Any notice, demand or request required or permitted to be
given under this Agreement shall be in writing and shall be deemed given when
delivered personally or three days after being deposited in the United States
mail, as certified or registered mail, with postage prepaid, and addressed, if
to the Company, at its principal place of business, Attention: the Chief
Financial Officer, and if to the Optionee, at his or her most recent address as
shown in the employment or stock records of the Company.
11. Governing Law. The validity, construction, interpretation, and effect
of this Option shall be governed by and determined in accordance with the laws
of the State of California.
12. Severability. Should any provision or portion of this Agreement be held
to be unenforceable or invalid for any reason, the remaining provisions and
portions of this Agreement shall be unaffected by such holding.
13. Counterparts. This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original and all of which
together shall be deemed one instrument.
<PAGE>
14. Entire Agreement. This Agreement constitutes the entire agreement
between the parties pertaining to its subject matter and supersedes all prior
written or oral agreements and understandings of the parties, either express or
implied.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date
first above written.
TRI-LITE INC.
By:
-----------------------------------------
Its:
----------------------------------------
The Optionee hereby accepts this Option subject to all the terms and
provisions hereof. The Optionee hereby agrees to accept as binding, conclusive
and final all decisions or interpretations of the Board of Directors of the
Company (or an authorized Committee thereof) regarding any questions arising
under this Agreement. The Optionee authorizes the Company to withhold in
accordance with applicable law from any compensation payable to him or her any
taxes required to be withheld by federal, state or local law as a result of the
exercise of this Option.
OPTIONEE
--------------------------------------------
Gary L. Blum
<PAGE>
EXHIBIT 4.6
TRI-LITE INC.
STOCK OPTION AGREEMENT
This Stock Option Agreement (the "Agreement") is entered into as of May 14,
1999 by and between Tri-Lite Inc., a Pennsylvania corporation (the "Company"),
and Jack Katz (the "Optionee").
1. Grant of Option; Registration of Underlying Shares. The Company hereby
grants to Optionee an option (the "Option") to purchase all or any portion of a
total of 50,000 shares (the "Shares") of the Common Stock of the Company at a
purchase price of $0.09 per share (the "Exercise Price"), subject to the terms
and conditions set forth herein. The Company shall register on Form S-8 with the
Securities and Exchange Commission, as soon as is practicable, all of the shares
underlying the Option.
<PAGE>
2. Term of Option. Optionee's right to exercise this Option shall terminate
upon the expiration of five (5) years from the date of this Agreement;
3. Exercise of Option. Subject to Section 2 above, the portion of this
Option which has vested may be exercised in whole or in part by the Optionee
(or, after his or her death, by the person designated in Section 5 below), by
delivery of the following to the Company at its principal executive offices:
(a) a written notice of exercise which identifies this Agreement and
states the number of whole Shares (which may not be less than 100, or all
of the Shares if less than 100 Shares then remain covered by this Option)
then being purchased;
(b) payment of the Exercise Price in cash or by check (or by such
other form of lawful consideration as the Board of Directors of the
Company, or an authorized committee of the Board of Directors, may approve
from time to time;
(d) a letter, if requested by the Company, in such form and substance
as the Company may require, setting forth the investment intent of the
Optionee or the person designated in Section 4 below, as the case may be.
4. Death of Optionee: No Assignment. The rights of the Optionee under this
Agreement may not be assigned or transferred except by will or by the laws of
descent and distribution, and may be exercised during the lifetime of the
Optionee only by such Optionee. Any attempt to sell, pledge, assign,
hypothecate, transfer or dispose of this Option in contravention of this
Agreement shall be void and shall have no effect. If the Optionee should die
prior to the termination of this Option, Optionee's legal representative, his or
her legates, or the person who acquired the right to exercise this Option by
reason of the death of the Optionee (individually, a "Successor") shall succeed
to the Optionee's rights and obligations under this Agreement. After the death
of the Optionee, only a Successor may exercise this Option.
5. Representations and Warranties of Optionee.
(a) Optionee represents and warrants that this Option is being
acquired by Optionee for his or her personal account, for investment
purposes only, and not with a view to the distribution, resale or other
disposition thereof.
(b) Optionee acknowledges that the Company may issue Shares upon the
exercise of this Option without registering such Common Stock under the
Securities Act of 1933, as amended (the "Act"), on the basis of certain
exemptions from such registration requirement. Accordingly, Optionee agrees
that his or her exercise of the Option may be expressly conditioned upon
his or her delivery to the Company of an investment certificate including
such representations and undertakings as the Company may reasonably require
in order to assure the availability of such exemptions, including a
representation that Optionee is acquiring the Shares for investment and not
with a present intention of selling or otherwise disposing such Shares and
an agreement by Optionee that the certificates evidencing the Shares may
bear a legend indicating such non-registration under the Act and the
<PAGE>
resulting restrictions on transfer. Optionee acknowledges that, because
Shares received upon exercise of an Option may be unregistered, Optionee
may be required to hold the Shares indefinitely unless they are
subsequently registered for resale under the Act or an exemption from such
registration is available. Optionee further acknowledges that federal
securities laws and the securities laws of the state in which he or she
resides may require the placement of certain restrictive legends upon the
Shares issued upon exercise of this Option, and Optionee hereby consents to
the placing of any such legends upon certificates evidencing the Shares as
the Company, or its counsel, may deem necessary.
6. Limitation of Company's Liability for Non-issuance. The Company intends
at all times to reserve and keep available, and to use its reasonable best
efforts to obtain from any regulatory body having jurisdiction any requisite
authority in order to issue and sell, such number of shares of its Common Stock
as shall be sufficient to satisfy its obligations hereunder. Inability of the
Company to obtain, from any regulatory body having jurisdiction, authority
deemed by the Company's counsel to be necessary for the lawful issuance and sale
of any shares of its Common Stock hereunder shall relieve the Company of any
liability in respect of the non-issuance or sale of such shares as to which such
requisite authority shall not have been obtained.
7. Adjustments Upon Changes in Capital Structure, Merger, Etc.
(a) In the event of any changes in the outstanding shares of Common
Stock of the Company resulting from a stock split, reverse stock split,
stock dividend, reclassification or similar change in the capital structure
of the Company, appropriate and reasonable adjustments shall be made to the
number and kind of Shares subject to this Option and to the Exercise Price
per share.
(b) In the event of a merger, consolidation or other reorganization in
which the Company is not the surviving corporation, this Option shall
terminate upon the effective date of such transaction unless a successor
corporation assumes this Option, provides substantially similar
consideration to Optionee as was provided to the shareholders of the
Company, or substitutes substantially equivalent options covering shares of
the successor corporation.
8. No Employment Contract Created. Nothing in this Agreement shall be
construed to constitute or be evidence of any right with respect to employment
or continuance of employment with the Company or any subsidiary or parent of the
Company, or to limit in any way the right of the Company or any subsidiary or
parent of the Company to terminate Optionee's employment at any time, with or
without cause.
9. Rights as Shareholder. The Optionee (or a Successor pursuant to Section
5 hereof) shall have no rights as a shareholder with respect to any Shares
covered by this option until the date of the issuance of a stock certificate or
certificates to him or her for such Shares, notwithstanding the exercise of this
Option.
<PAGE>
10. Notices. Any notice, demand or request required or permitted to be
given under this Agreement shall be in writing and shall be deemed given when
delivered personally or three days after being deposited in the United States
mail, as certified or registered mail, with postage prepaid, and addressed, if
to the Company, at its principal place of business, Attention: the Chief
Financial Officer, and if to the Optionee, at his or her most recent address as
shown in the employment or stock records of the Company.
11. Governing Law. The validity, construction, interpretation, and effect
of this Option shall be governed by and determined in accordance with the laws
of the State of California.
12. Severability. Should any provision or portion of this Agreement be held
to be unenforceable or invalid for any reason, the remaining provisions and
portions of this Agreement shall be unaffected by such holding.
13. Counterparts. This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original and all of which
together shall be deemed one instrument.
14. Entire Agreement. This Agreement constitutes the entire agreement
between the parties pertaining to its subject matter and supersedes all prior
written or oral agreements and understandings of the parties, either express or
implied.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date
first above written.
TRI-LITE INC.
By:
-----------------------------------------
Its:
----------------------------------------
The Optionee hereby accepts this Option subject to all the terms and
provisions hereof. The Optionee hereby agrees to accept as binding, conclusive
and final all decisions or interpretations of the Board of Directors of the
Company (or an authorized Committee thereof) regarding any questions arising
under this Agreement. The Optionee authorizes the Company to withhold in
accordance with applicable law from any compensation payable to him or her any
taxes required to be withheld by federal, state or local law as a result of the
exercise of this Option.
OPTIONEE
--------------------------------------------
Jack Katz
<PAGE>
EXHIBIT 4.7
TRI-LITE INC.
STOCK OPTION AGREEMENT
This Stock Option Agreement (the "Agreement") is entered into as of July
26, 1999 by and between Tri-Lite Inc., a Pennsylvania corporation (the
"Company"), and George Olenik (the "Optionee").
1. Grant of Option; Registration of Underlying Shares. The Company hereby
grants to Optionee an option (the "Option") to purchase all or any portion of a
total of 50,000 shares (the "Shares") of the Common Stock of the Company at a
purchase price of $0.60 per share (the "Exercise Price"), subject to the terms
and conditions set forth herein. The Company shall register on Form S-8 with the
Securities and Exchange Commission, as soon as is practicable, all of the shares
underlying the Option.
2. Term of Option. Optionee's right to exercise this Option shall terminate
upon the expiration of five (5) years from the date of this Agreement;
3. Exercise of Option. Subject to Section 2 above, the portion of this
Option which has vested may be exercised in whole or in part by the Optionee
(or, after his or her death, by the person designated in Section 5 below), by
delivery of the following to the Company at its principal executive offices:
(a) a written notice of exercise which identifies this Agreement and
states the number of whole Shares (which may not be less than 100, or all
of the Shares if less than 100 Shares then remain covered by this Option)
then being purchased;
(b) payment of the Exercise Price in cash or by check (or by such
other form of lawful consideration as the Board of Directors of the
Company, or an authorized committee of the Board of Directors, may approve
from time to time;
(d) a letter, if requested by the Company, in such form and substance
as the Company may require, setting forth the investment intent of the
Optionee or the person designated in Section 4 below, as the case may be.
4. Death of Optionee: No Assignment. The rights of the Optionee under this
Agreement may not be assigned or transferred except by will or by the laws of
descent and distribution, and may be exercised during the lifetime of the
Optionee only by such Optionee. Any attempt to sell, pledge, assign,
hypothecate, transfer or dispose of this Option in contravention of this
Agreement shall be void and shall have no effect. If the Optionee should die
prior to the termination of this Option, Optionee's legal representative, his or
her legates, or the person who acquired the right to exercise this Option by
reason of the death of the Optionee (individually, a "Successor") shall succeed
to the Optionee's rights and obligations under this Agreement. After the death
of the Optionee, only a Successor may exercise this Option.
<PAGE>
5. Representations and Warranties of Optionee.
(a) Optionee represents and warrants that this Option is being
acquired by Optionee for his or her personal account, for investment
purposes only, and not with a view to the distribution, resale or other
disposition thereof.
(b) Optionee acknowledges that the Company may issue Shares upon the
exercise of this Option without registering such Common Stock under the
Securities Act of 1933, as amended (the "Act"), on the basis of certain
exemptions from such registration requirement. Accordingly, Optionee agrees
that his or her exercise of the Option may be expressly conditioned upon
his or her delivery to the Company of an investment certificate including
such representations and undertakings as the Company may reasonably require
in order to assure the availability of such exemptions, including a
representation that Optionee is acquiring the Shares for investment and not
with a present intention of selling or otherwise disposing such Shares and
an agreement by Optionee that the certificates evidencing the Shares may
bear a legend indicating such non-registration under the Act and the
resulting restrictions on transfer. Optionee acknowledges that, because
Shares received upon exercise of an Option may be unregistered, Optionee
may be required to hold the Shares indefinitely unless they are
subsequently registered for resale under the Act or an exemption from such
registration is available. Optionee further acknowledges that federal
securities laws and the securities laws of the state in which he or she
resides may require the placement of certain restrictive legends upon the
Shares issued upon exercise of this Option, and Optionee hereby consents to
the placing of any such legends upon certificates evidencing the Shares as
the Company, or its counsel, may deem necessary.
6. Limitation of Company's Liability for Non-issuance. The Company intends
at all times to reserve and keep available, and to use its reasonable best
efforts to obtain from any regulatory body having jurisdiction any requisite
authority in order to issue and sell, such number of shares of its Common Stock
as shall be sufficient to satisfy its obligations hereunder. Inability of the
Company to obtain, from any regulatory body having jurisdiction, authority
deemed by the Company's counsel to be necessary for the lawful issuance and sale
of any shares of its Common Stock hereunder shall relieve the Company of any
liability in respect of the non-issuance or sale of such shares as to which such
requisite authority shall not have been obtained.
7. Adjustments Upon Changes in Capital Structure, Merger, Etc.
(a) In the event of any changes in the outstanding shares of Common
Stock of the Company resulting from a stock split, reverse stock split,
stock dividend, reclassification or similar change in the capital structure
of the Company, appropriate and reasonable adjustments shall be made to the
number and kind of Shares subject to this Option and to the Exercise Price
per share.
(b) In the event of a merger, consolidation or other reorganization in
which the Company is not the surviving corporation, this Option shall
terminate upon the effective date of such transaction unless a successor
corporation assumes this Option, provides substantially similar
consideration to Optionee as was provided to the shareholders of the
<PAGE>
Company, or substitutes substantially equivalent options covering shares of
the successor corporation.
8. No Employment Contract Created. Nothing in this Agreement shall be
construed to constitute or be evidence of any right with respect to employment
or continuance of employment with the Company or any subsidiary or parent of the
Company, or to limit in any way the right of the Company or any subsidiary or
parent of the Company to terminate Optionee's employment at any time, with or
without cause.
9. Rights as Shareholder. The Optionee (or a Successor pursuant to Section
5 hereof) shall have no rights as a shareholder with respect to any Shares
covered by this option until the date of the issuance of a stock certificate or
certificates to him or her for such Shares, notwithstanding the exercise of this
Option.
10. Notices. Any notice, demand or request required or permitted to be
given under this Agreement shall be in writing and shall be deemed given when
delivered personally or three days after being deposited in the United States
mail, as certified or registered mail, with postage prepaid, and addressed, if
to the Company, at its principal place of business, Attention: the Chief
Financial Officer, and if to the Optionee, at his or her most recent address as
shown in the employment or stock records of the Company.
11. Governing Law. The validity, construction, interpretation, and effect
of this Option shall be governed by and determined in accordance with the laws
of the State of California.
12. Severability. Should any provision or portion of this Agreement be held
to be unenforceable or invalid for any reason, the remaining provisions and
portions of this Agreement shall be unaffected by such holding.
13. Counterparts. This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original and all of which
together shall be deemed one instrument.
14. Entire Agreement. This Agreement constitutes the entire agreement
between the parties pertaining to its subject matter and supersedes all prior
written or oral agreements and understandings of the parties, either express or
implied.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date
first above written.
TRI-LITE INC.
By:
-----------------------------------------
Its:
----------------------------------------
The Optionee hereby accepts this Option subject to all the terms and
provisions hereof. The Optionee hereby agrees to accept as binding, conclusive
and final all decisions or interpretations of the Board of Directors of the
Company (or an authorized Committee thereof) regarding any questions arising
under this Agreement. The Optionee authorizes the Company to withhold in
accordance with applicable law from any compensation payable to him or her any
taxes required to be withheld by federal, state or local law as a result of the
exercise of this Option.
OPTIONEE
--------------------------------------------
George Olenik
<PAGE>
EXHIBIT 4.8
TRI-LITE INC.
STOCK OPTION AGREEMENT
This Stock Option Agreement (the "Agreement") is entered into as of August
27, 1999 by and between Tri-Lite Inc., a Pennsylvania corporation (the
"Company"), and Paul J. Keil (the "Optionee"), in connection with services
performed by the Optionee pursuant to that certain Agreement for National
Marketing Associates of even date entered into by and among the Company, Aim
Energy, Inc. (a subsidiary of the Company) and National Marketing Services (of
which the Optionee is a principal).
1. Grant of Option; Registration of Underlying Shares. The Company hereby
grants to Optionee an option (the "Option") to purchase all or any portion of a
total of 375,000 shares (the "Shares") of the Common Stock of the Company at a
purchase price of $2.00 per share (the "Exercise Price"), subject to the terms
and conditions set forth herein. The Company shall register on Form S-8 with the
Securities and Exchange Commission, as soon as is practicable, all of the shares
underlying the Option.
2. Term of Option. Optionee's right to exercise this Option shall terminate
upon the expiration of five (5) years from the date of this Agreement;
3. Exercise of Option. Subject to Section 2 above, the portion of this
Option which has vested may be exercised in whole or in part by the Optionee
(or, after his or her death, by the person designated in Section 5 below), by
delivery of the following to the Company at its principal executive offices:
(a) a written notice of exercise which identifies this Agreement and
states the number of whole Shares (which may not be less than 100, or all
of the Shares if less than 100 Shares then remain covered by this Option)
then being purchased;
<PAGE>
(b) payment of the Exercise Price in cash or by check (or by such
other form of lawful consideration as the Board of Directors of the
Company, or an authorized committee of the Board of Directors, may approve
from time to time;
(d) a letter, if requested by the Company, in such form and substance
as the Company may require, setting forth the investment intent of the
Optionee or the person designated in Section 4 below, as the case may be.
4. Death of Optionee: No Assignment. The rights of the Optionee under this
Agreement may not be assigned or transferred except by will or by the laws of
descent and distribution, and may be exercised during the lifetime of the
Optionee only by such Optionee. Any attempt to sell, pledge, assign,
hypothecate, transfer or dispose of this Option in contravention of this
Agreement shall be void and shall have no effect. If the Optionee should die
prior to the termination of this Option, Optionee's legal representative, his or
her legates, or the person who acquired the right to exercise this Option by
reason of the death of the Optionee (individually, a "Successor") shall succeed
to the Optionee's rights and obligations under this Agreement. After the death
of the Optionee, only a Successor may exercise this Option.
5. Representations and Warranties of Optionee.
(a) Optionee represents and warrants that this Option is being
acquired by Optionee for his or her personal account, for investment
purposes only, and not with a view to the distribution, resale or other
disposition thereof.
(b) Optionee acknowledges that the Company may issue Shares upon the
exercise of this Option without registering such Common Stock under the
Securities Act of 1933, as amended (the "Act"), on the basis of certain
exemptions from such registration requirement. Accordingly, Optionee agrees
that his or her exercise of the Option may be expressly conditioned upon
his or her delivery to the Company of an investment certificate including
such representations and undertakings as the Company may reasonably require
in order to assure the availability of such exemptions, including a
representation that Optionee is acquiring the Shares for investment and not
with a present intention of selling or otherwise disposing such Shares and
an agreement by Optionee that the certificates evidencing the Shares may
bear a legend indicating such non-registration under the Act and the
resulting restrictions on transfer. Optionee acknowledges that, because
Shares received upon exercise of an Option may be unregistered, Optionee
may be required to hold the Shares indefinitely unless they are
subsequently registered for resale under the Act or an exemption from such
registration is available. Optionee further acknowledges that federal
securities laws and the securities laws of the state in which he or she
resides may require the placement of certain restrictive legends upon the
Shares issued upon exercise of this Option, and Optionee hereby consents to
the placing of any such legends upon certificates evidencing the Shares as
the Company, or its counsel, may deem necessary.
6. Limitation of Company's Liability for Non-issuance. The Company intends
at all times to reserve and keep available, and to use its reasonable best
efforts to obtain from any regulatory body having jurisdiction any requisite
authority in order to issue and sell, such number of shares of its Common Stock
<PAGE>
as shall be sufficient to satisfy its obligations hereunder. Inability of the
Company to obtain, from any regulatory body having jurisdiction, authority
deemed by the Company's counsel to be necessary for the lawful issuance and sale
of any shares of its Common Stock hereunder shall relieve the Company of any
liability in respect of the non-issuance or sale of such shares as to which such
requisite authority shall not have been obtained.
7. Adjustments Upon Changes in Capital Structure, Merger, Etc.
(a) In the event of any changes in the outstanding shares of Common
Stock of the Company resulting from a stock split, reverse stock split,
stock dividend, reclassification or similar change in the capital structure
of the Company, appropriate and reasonable adjustments shall be made to the
number and kind of Shares subject to this Option and to the Exercise Price
per share.
(b) In the event of a merger, consolidation or other reorganization in
which the Company is not the surviving corporation, this Option shall
terminate upon the effective date of such transaction unless a successor
corporation assumes this Option, provides substantially similar
consideration to Optionee as was provided to the shareholders of the
Company, or substitutes substantially equivalent options covering shares of
the successor corporation.
8. No Employment Contract Created. Nothing in this Agreement shall be
construed to constitute or be evidence of any right with respect to employment
or continuance of employment with the Company or any subsidiary or parent of the
Company, or to limit in any way the right of the Company or any subsidiary or
parent of the Company to terminate Optionee's employment at any time, with or
without cause.
9. Rights as Shareholder. The Optionee (or a Successor pursuant to Section
5 hereof) shall have no rights as a shareholder with respect to any Shares
covered by this option until the date of the issuance of a stock certificate or
certificates to him or her for such Shares, notwithstanding the exercise of this
Option.
10. Notices. Any notice, demand or request required or permitted to be
given under this Agreement shall be in writing and shall be deemed given when
delivered personally or three days after being deposited in the United States
mail, as certified or registered mail, with postage prepaid, and addressed, if
to the Company, at its principal place of business, Attention: the Chief
Financial Officer, and if to the Optionee, at his or her most recent address as
shown in the employment or stock records of the Company.
11. Governing Law. The validity, construction, interpretation, and effect
of this Option shall be governed by and determined in accordance with the laws
of the State of California.
12. Severability. Should any provision or portion of this Agreement be held
to be unenforceable or invalid for any reason, the remaining provisions and
portions of this Agreement shall be unaffected by such holding.
<PAGE>
13. Counterparts. This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original and all of which
together shall be deemed one instrument.
14. Entire Agreement. This Agreement constitutes the entire agreement
between the parties pertaining to its subject matter and supersedes all prior
written or oral agreements and understandings of the parties, either express or
implied.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date
first above written.
TRI-LITE INC.
By:
-----------------------------------------
Its:
----------------------------------------
The Optionee hereby accepts this Option subject to all the terms and
provisions hereof. The Optionee hereby agrees to accept as binding, conclusive
and final all decisions or interpretations of the Board of Directors of the
Company (or an authorized Committee thereof) regarding any questions arising
under this Agreement. The Optionee authorizes the Company to withhold in
accordance with applicable law from any compensation payable to him or her any
taxes required to be withheld by federal, state or local law as a result of the
exercise of this Option.
OPTIONEE
--------------------------------------------
Paul J. Keil
<PAGE>
EXHIBIT 4.9
TRI-LITE INC.
STOCK OPTION AGREEMENT
This Stock Option Agreement (the "Agreement") is entered into as of August
27, 1999 by and between Tri-Lite Inc., a Pennsylvania corporation (the
"Company"), and Richard DiCapua (the "Optionee"), in connection with services
performed by the Optionee pursuant to that certain agreement for Consulting
Services of even date entered into by and among the Company, Self-Powered
Lighting, Inc. (a subsidiary of the Company) and DCAP Associates, Inc. (of which
the Optionee is an employee).
1. Grant of Option; Registration of Underlying Shares. The Company hereby
grants to Optionee an option (the "Option") to purchase all or any portion of a
total of 375,000 shares (the "Shares") of the Common Stock of the Company at a
purchase price of $2.00 per share (the "Exercise Price"), subject to the terms
and conditions set forth herein. The Company shall register on Form S-8 with the
Securities and Exchange Commission, as soon as is practicable, all of the shares
underlying the Option.
<PAGE>
2. Term of Option. Optionee's right to exercise this Option shall terminate
upon the expiration of five (5) years from the date of this Agreement;
3. Exercise of Option. Subject to Section 2 above, the portion of this
Option which has vested may be exercised in whole or in part by the Optionee
(or, after his or her death, by the person designated in Section 5 below), by
delivery of the following to the Company at its principal executive offices:
(a) a written notice of exercise which identifies this Agreement and
states the number of whole Shares (which may not be less than 100, or all
of the Shares if less than 100 Shares then remain covered by this Option)
then being purchased;
(b) payment of the Exercise Price in cash or by check (or by such
other form of lawful consideration as the Board of Directors of the
Company, or an authorized committee of the Board of Directors, may approve
from time to time;
(d) a letter, if requested by the Company, in such form and substance
as the Company may require, setting forth the investment intent of the
Optionee or the person designated in Section 4 below, as the case may be.
4. Death of Optionee: No Assignment. The rights of the Optionee under this
Agreement may not be assigned or transferred except by will or by the laws of
descent and distribution, and may be exercised during the lifetime of the
Optionee only by such Optionee. Any attempt to sell, pledge, assign,
hypothecate, transfer or dispose of this Option in contravention of this
Agreement shall be void and shall have no effect. If the Optionee should die
prior to the termination of this Option, Optionee's legal representative, his or
her legates, or the person who acquired the right to exercise this Option by
reason of the death of the Optionee (individually, a "Successor") shall succeed
to the Optionee's rights and obligations under this Agreement. After the death
of the Optionee, only a Successor may exercise this Option.
5. Representations and Warranties of Optionee.
(a) Optionee represents and warrants that this Option is being
acquired by Optionee for his or her personal account, for investment
purposes only, and not with a view to the distribution, resale or other
disposition thereof.
(b) Optionee acknowledges that the Company may issue Shares upon the
exercise of this Option without registering such Common Stock under the
Securities Act of 1933, as amended (the "Act"), on the basis of certain
exemptions from such registration requirement. Accordingly, Optionee agrees
that his or her exercise of the Option may be expressly conditioned upon
his or her delivery to the Company of an investment certificate including
such representations and undertakings as the Company may reasonably require
in order to assure the availability of such exemptions, including a
representation that Optionee is acquiring the Shares for investment and not
with a present intention of selling or otherwise disposing such Shares and
an agreement by Optionee that the certificates evidencing the Shares may
bear a legend indicating such non-registration under the Act and the
resulting restrictions on transfer. Optionee acknowledges that, because
<PAGE>
Shares received upon exercise of an Option may be unregistered, Optionee
may be required to hold the Shares indefinitely unless they are
subsequently registered for resale under the Act or an exemption from such
registration is available. Optionee further acknowledges that federal
securities laws and the securities laws of the state in which he or she
resides may require the placement of certain restrictive legends upon the
Shares issued upon exercise of this Option, and Optionee hereby consents to
the placing of any such legends upon certificates evidencing the Shares as
the Company, or its counsel, may deem necessary.
6. Limitation of Company's Liability for Non-issuance. The Company intends
at all times to reserve and keep available, and to use its reasonable best
efforts to obtain from any regulatory body having jurisdiction any requisite
authority in order to issue and sell, such number of shares of its Common Stock
as shall be sufficient to satisfy its obligations hereunder. Inability of the
Company to obtain, from any regulatory body having jurisdiction, authority
deemed by the Company's counsel to be necessary for the lawful issuance and sale
of any shares of its Common Stock hereunder shall relieve the Company of any
liability in respect of the non-issuance or sale of such shares as to which such
requisite authority shall not have been obtained.
7. Adjustments Upon Changes in Capital Structure, Merger, Etc.
(a) In the event of any changes in the outstanding shares of Common
Stock of the Company resulting from a stock split, reverse stock split,
stock dividend, reclassification or similar change in the capital structure
of the Company, appropriate and reasonable adjustments shall be made to the
number and kind of Shares subject to this Option and to the Exercise Price
per share.
(b) In the event of a merger, consolidation or other reorganization in
which the Company is not the surviving corporation, this Option shall
terminate upon the effective date of such transaction unless a successor
corporation assumes this Option, provides substantially similar
consideration to Optionee as was provided to the shareholders of the
Company, or substitutes substantially equivalent options covering shares of
the successor corporation.
8. No Employment Contract Created. Nothing in this Agreement shall be
construed to constitute or be evidence of any right with respect to employment
or continuance of employment with the Company or any subsidiary or parent of the
Company, or to limit in any way the right of the Company or any subsidiary or
parent of the Company to terminate Optionee's employment at any time, with or
without cause.
9. Rights as Shareholder. The Optionee (or a Successor pursuant to Section
5 hereof) shall have no rights as a shareholder with respect to any Shares
covered by this option until the date of the issuance of a stock certificate or
certificates to him or her for such Shares, notwithstanding the exercise of this
Option.
10. Notices. Any notice, demand or request required or permitted to be
given under this Agreement shall be in writing and shall be deemed given when
delivered personally or three days after being deposited in the United States
<PAGE>
mail, as certified or registered mail, with postage prepaid, and addressed, if
to the Company, at its principal place of business, Attention: the Chief
Financial Officer, and if to the Optionee, at his or her most recent address as
shown in the employment or stock records of the Company.
11. Governing Law. The validity, construction, interpretation, and effect
of this Option shall be governed by and determined in accordance with the laws
of the State of California.
12. Severability. Should any provision or portion of this Agreement be held
to be unenforceable or invalid for any reason, the remaining provisions and
portions of this Agreement shall be unaffected by such holding.
13. Counterparts. This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original and all of which
together shall be deemed one instrument.
14. Entire Agreement. This Agreement constitutes the entire agreement
between the parties pertaining to its subject matter and supersedes all prior
written or oral agreements and understandings of the parties, either express or
implied.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date
first above written.
TRI-LITE INC.
By:
-----------------------------------------
Its:
----------------------------------------
The Optionee hereby accepts this Option subject to all the terms and
provisions hereof. The Optionee hereby agrees to accept as binding, conclusive
and final all decisions or interpretations of the Board of Directors of the
Company (or an authorized Committee thereof) regarding any questions arising
under this Agreement. The Optionee authorizes the Company to withhold in
accordance with applicable law from any compensation payable to him or her any
taxes required to be withheld by federal, state or local law as a result of the
exercise of this Option.
OPTIONEE
--------------------------------------------
Richard DiCapua
<PAGE>
EXHIBIT 4.5
TRI-LITE INC.
STOCK OPTION AGREEMENT
This Stock Option Agreement (the "Agreement") is entered into as of
September 1, 1999 by and between Tri-Lite Inc., a Pennsylvania corporation (the
"Company"), and Gary L. Blum (the "Optionee").
1. Grant of Option; Registration of Underlying Shares. The Company hereby
grants to Optionee an option (the "Option") to purchase all or any portion of a
total of 50,000 shares (the "Shares") of the Common Stock of the Company at a
purchase price of $1.00 per share (the "Exercise Price"), subject to the terms
and conditions set forth herein. The Company shall register on Form S-8 with the
Securities and Exchange Commission, as soon as is practicable, all of the shares
underlying the Option.
2. Term of Option. Optionee's right to exercise this Option shall terminate
upon the expiration of five (5) years from the date of this Agreement;
3. Exercise of Option. Subject to Section 2 above, the portion of this
Option which has vested may be exercised in whole or in part by the Optionee
(or, after his or her death, by the person designated in Section 5 below), by
delivery of the following to the Company at its principal executive offices:
(a) a written notice of exercise which identifies this Agreement and
states the number of whole Shares (which may not be less than 100, or all
of the Shares if less than 100 Shares then remain covered by this Option)
then being purchased;
(b) payment of the Exercise Price in cash or by check (or by such
other form of lawful consideration as the Board of Directors of the
Company, or an authorized committee of the Board of Directors, may approve
from time to time;
(d) a letter, if requested by the Company, in such form and substance
as the Company may require, setting forth the investment intent of the
Optionee or the person designated in Section 4 below, as the case may be.
4. Death of Optionee: No Assignment. The rights of the Optionee under this
Agreement may not be assigned or transferred except by will or by the laws of
descent and distribution, and may be exercised during the lifetime of the
Optionee only by such Optionee. Any attempt to sell, pledge, assign,
hypothecate, transfer or dispose of this Option in contravention of this
Agreement shall be void and shall have no effect. If the Optionee should die
prior to the termination of this Option, Optionee's legal representative, his or
her legates, or the person who acquired the right to exercise this Option by
reason of the death of the Optionee (individually, a "Successor") shall succeed
to the Optionee's rights and obligations under this Agreement. After the death
of the Optionee, only a Successor may exercise this Option.
<PAGE>
5. Representations and Warranties of Optionee.
(a) Optionee represents and warrants that this Option is being
acquired by Optionee for his or her personal account, for investment
purposes only, and not with a view to the distribution, resale or other
disposition thereof.
(b) Optionee acknowledges that the Company may issue Shares upon the
exercise of this Option without registering such Common Stock under the
Securities Act of 1933, as amended (the "Act"), on the basis of certain
exemptions from such registration requirement. Accordingly, Optionee agrees
that his or her exercise of the Option may be expressly conditioned upon
his or her delivery to the Company of an investment certificate including
such representations and undertakings as the Company may reasonably require
in order to assure the availability of such exemptions, including a
representation that Optionee is acquiring the Shares for investment and not
with a present intention of selling or otherwise disposing such Shares and
an agreement by Optionee that the certificates evidencing the Shares may
bear a legend indicating such non-registration under the Act and the
resulting restrictions on transfer. Optionee acknowledges that, because
Shares received upon exercise of an Option may be unregistered, Optionee
may be required to hold the Shares indefinitely unless they are
subsequently registered for resale under the Act or an exemption from such
registration is available. Optionee further acknowledges that federal
securities laws and the securities laws of the state in which he or she
resides may require the placement of certain restrictive legends upon the
Shares issued upon exercise of this Option, and Optionee hereby consents to
the placing of any such legends upon certificates evidencing the Shares as
the Company, or its counsel, may deem necessary.
6. Limitation of Company's Liability for Non-issuance. The Company intends
at all times to reserve and keep available, and to use its reasonable best
efforts to obtain from any regulatory body having jurisdiction any requisite
authority in order to issue and sell, such number of shares of its Common Stock
as shall be sufficient to satisfy its obligations hereunder. Inability of the
Company to obtain, from any regulatory body having jurisdiction, authority
deemed by the Company's counsel to be necessary for the lawful issuance and sale
of any shares of its Common Stock hereunder shall relieve the Company of any
liability in respect of the non-issuance or sale of such shares as to which such
requisite authority shall not have been obtained.
7. Adjustments Upon Changes in Capital Structure, Merger, Etc.
(a) In the event of any changes in the outstanding shares of Common
Stock of the Company resulting from a stock split, reverse stock split,
stock dividend, reclassification or similar change in the capital structure
of the Company, appropriate and reasonable adjustments shall be made to the
number and kind of Shares subject to this Option and to the Exercise Price
per share.
(b) In the event of a merger, consolidation or other reorganization in
which the Company is not the surviving corporation, this Option shall
terminate upon the effective date of such transaction unless a successor
corporation assumes this Option, provides substantially similar
consideration to Optionee as was provided to the shareholders of the
Company, or substitutes substantially equivalent options covering shares of
the successor corporation.
8. No Employment Contract Created. Nothing in this Agreement shall be
construed to constitute or be evidence of any right with respect to employment
or continuance of employment with the Company or any subsidiary or parent of the
Company, or to limit in any way the right of the Company or any subsidiary or
parent of the Company to terminate Optionee's employment at any time, with or
without cause.
9. Rights as Shareholder. The Optionee (or a Successor pursuant to Section
5 hereof) shall have no rights as a shareholder with respect to any Shares
covered by this option until the date of the issuance of a stock certificate or
certificates to him or her for such Shares, notwithstanding the exercise of this
Option.
10. Notices. Any notice, demand or request required or permitted to be
given under this Agreement shall be in writing and shall be deemed given when
delivered personally or three days after being deposited in the United States
mail, as certified or registered mail, with postage prepaid, and addressed, if
to the Company, at its principal place of business, Attention: the Chief
Financial Officer, and if to the Optionee, at his or her most recent address as
shown in the employment or stock records of the Company.
11. Governing Law. The validity, construction, interpretation, and effect
of this Option shall be governed by and determined in accordance with the laws
of the State of California.
12. Severability. Should any provision or portion of this Agreement be held
to be unenforceable or invalid for any reason, the remaining provisions and
portions of this Agreement shall be unaffected by such holding.
13. Counterparts. This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original and all of which
together shall be deemed one instrument.
14. Entire Agreement. This Agreement constitutes the entire agreement
between the parties pertaining to its subject matter and supersedes all prior
written or oral agreements and understandings of the parties, either express or
implied.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date
first above written.
TRI-LITE INC.
By:
-------------------------------
Its:
------------------------------
The Optionee hereby accepts this Option subject to all the terms and
provisions hereof. The Optionee hereby agrees to accept as binding, conclusive
and final all decisions or interpretations of
<PAGE>
the Board of Directors of the Company (or an authorized Committee thereof)
regarding any questions arising under this Agreement. The Optionee authorizes
the Company to withhold in accordance with applicable law from any compensation
payable to him or her any taxes required to be withheld by federal, state or
local law as a result of the exercise of this Option.
OPTIONEE
-----------------------------------
Gary L. Blum
<PAGE>
EXHIBIT 5
October __, 1999
Tri-Lite Inc.
11779 Cardinal Circle
Garden Grove, CA 92846
Re: Tri-Lite Inc. Registration Statement on Form S-8
------------------------------------------------
Gentlemen:
We are acting as counsel for Tri-Lite Inc., a Pennsylvania corporation (the
"Company"), in connection with the registration under the Securities Act of
1933, as amended (the "Act"), of the offering and sale of up to 1,688,647 shares
(the "Shares") of the Company's common stock of no par value. The Shares include
463,647 shares issuable pursuant to those eight (8) certain Professional
Services Agreements; 50,000 shares issuable pursuant to that certain Consulting
Agreement; 50,000 shares issuable pursuant to that certain Agreement for
Marketing Services; and 1,125,000 shares pursuant to those ten (10) certain
Stock Option Agreements granting stock options to a Company employee or
consultant. A Registration Statement on Form S-8 covering the Shares (the
"Registration Statement") is being filed under the Act with the Securities and
Exchange Commission.
In rendering the opinions expressed herein, we have reviewed such matters
of law as we have deemed necessary and have examined a copy of the Professional
Services Agreement, and such agreements, instruments, documents and records as
we have deemed relevant.
In rendering the opinions expressed herein, we have assumed the genuineness
and authenticity of all documents examined by us and of all signatures thereon;
the legal capacity of all natural persons executing such documents; the
conformity to original documents of all documents submitted to us as certified
or conformed copies or photocopies; and the completeness and accuracy of the
certificates of public officials examined by us. We have made no independent
factual investigation with regard to any such matters.
Based upon the foregoing, but subject to the limitations set forth below,
it is our opinion that the Shares will have been duly authorized and, when
issued and sold in accordance with the terms of the above-referenced agreements,
will have been legally issued, fully paid and non-assessable.
The opinions expressed herein are limited to matters involving the federal
laws of the United States.
We hereby consent to the use of this opinion as an exhibit to the
Registration Statement.
Respectfully submitted,
Law Offices of Gary L. Blum
By:
-------------------------------
Gary L. Blum, Esq.
<PAGE>
EXHIBIT 10.1
PROFESSIONAL SERVICES AGREEMENT
This Agreement is made between Tri-Lite Inc. with its place of business at
11779 Cardinal Circle, Garden Grove, California (herein referred to as "Client")
and Gary L. Blum, Esq., with his place of business c/o Law Offices of Gary L.
Blum, Suite 603, Los Angeles, CA 90010 (herein referred to as "Employee"), as of
August 1, 1999. In consideration of the mutual covenants contained herein and
other valuable consideration, the receipt and adequacy of which is acknowledged,
the parties do hereby agree as follows:
I. QUALIFICATIONS: The Employee has special skill and experience in
certain fields of activity in which the Client is interested.
II. SERVICES RENDERED: Client engaged the nonexclusive services of
Employee for the period from May 1, 1999 through July 31, 1999, and
Employee has rendered substantial services to Client over the period
as agreed upon.
III. COMPENSATION: The Client shall grant to Employee as of the date of
this Agreement, an amount of 12,000 restricted shares of the Client's
common stock. This grant of shares is considered earned to Employee as
of July 31, 1999. Client shall register such shares with the
Securities Exchange Commission on Form S-8 as soon as is practical.
IV. ENTIRE AGREEMENT: This document represents the complete agreement
between the parties and may be modified or amended only by duly
executed written agreements. This Agreement shall be construed in
accordance with the laws of the State of California.
IN WITNESS WHEREOF: The parties hereto have duly executed this Agreement as
of the day and year noted above.
"Client" "Employee"
Tri-Lite Inc. Gary L. Blum, Esq.
By: By:
------------------------------ -------------------------------
Its: Its:
----------------------------- ------------------------------
<PAGE>
EXHIBIT 10.2
PROFESSIONAL SERVICES AGREEMENT
This Agreement is made between Tri-Lite Inc. with its place of business at
11779 Cardinal Circle, Garden Grove, California (herein referred to as "Client")
and Don Davis, Esq., with his place of business c/o Law Offices of Don Davis,
P.O. Box 12009, % Ritz Carlton Hotel, Marina Del Rey, CA 90295 (herein referred
to as "Employee"), as of August 1, 1999. In consideration of the mutual
covenants contained herein and other valuable consideration, the receipt and
adequacy of which is acknowledged, the parties do hereby agree as follows:
I. QUALIFICATIONS: The Employee has special skill and experience in
certain fields of activity in which the Client is interested.
II. SERVICES RENDERED: Client engaged the nonexclusive services of
Employee for the period through July 31, 1999, and Employee has
rendered substantial services to Client over the period as agreed
upon.
III. COMPENSATION: The Client shall grant to Employee as of the date of
this Agreement, an amount of 41,000 restricted shares of the Client's
common stock in full payment of services rendered. This grant of
shares is considered earned to Employee as of July 31, 1999. Client
shall register such shares with the Securities Exchange Commission on
Form S-8 as soon as is practical.
IV. ENTIRE AGREEMENT: This document represents the complete agreement
between the parties and may be modified or amended only by duly
executed written agreements. This Agreement shall be construed in
accordance with the laws of the State of California.
IN WITNESS WHEREOF: The parties hereto have duly executed this Agreement as
of the day and year noted above.
"Client" "Employee"
Tri-Lite Inc. Don Davis, Esq.
By: By:
------------------------------ -------------------------------
Its: Its:
----------------------------- ------------------------------
<PAGE>
EXHIBIT 10.3
PROFESSIONAL SERVICES AGREEMENT
This Agreement is made between Tri-Lite Inc. with its place of business at
11779 Cardinal Circle, Garden Grove, California (herein referred to as "Client")
and Howard Dean, Esq., c/o Law Offices of Howard Dean, (herein referred to as
"Employee"), as of August 1, 1999. In consideration of the mutual covenants
contained herein and other valuable consideration, the receipt and adequacy of
which is acknowledged, the parties do hereby agree as follows:
I. QUALIFICATIONS: The Employee has special skill and experience in
certain fields of activity in which the Client is interested.
II. SERVICES RENDERED: Client engaged the nonexclusive services of
Employee for the period through July 31, 1999, and Employee has
rendered substantial services to Client over the period as agreed
upon.
III. COMPENSATION: The Client shall grant to Employee as of the date of
this Agreement, an amount of 80,000 restricted shares of the Client's
common stock in full payment of services rendered. This grant of
shares is considered earned to Employee as of July 31, 1999. Client
shall register such shares with the Securities Exchange Commission on
Form S-8 as soon as is practical.
IV. ENTIRE AGREEMENT: This document represents the complete agreement
between the parties and may be modified or amended only by duly
executed written agreements. This Agreement shall be construed in
accordance with the laws of the State of California.
IN WITNESS WHEREOF: The parties hereto have duly executed this Agreement as
of the day and year noted above.
"Client" "Employee"
Tri-Lite Inc. Howard Dean, Esq.
By: By:
------------------------------ -------------------------------
Its: Its:
----------------------------- ------------------------------
<PAGE>
EXHIBIT 10.4
PROFESSIONAL SERVICES AGREEMENT
This Agreement is made between Tri-Lite Inc. with its place of business at
11779 Cardinal Circle, Garden Grove, California (herein referred to as "Client")
and E. Maxwell Malone (herein referred to as "Employee"), as of August 27, 1999.
In consideration of the mutual covenants contained herein and other valuable
consideration, the receipt and adequacy of which is acknowledged, the parties do
hereby agree as follows:
I. QUALIFICATIONS: The Employee has special skill and experience in
certain fields of activity in which the Client is interested.
II. SERVICES RENDERED: Client engaged the nonexclusive services of
Employee for the period through July 31, 1999, and Employee has
rendered substantial services to Client over the period as agreed
upon.
III. COMPENSATION: The Client shall grant to Employee as of the date of
this Agreement, an amount of 206,340 restricted shares of the Client's
common stock. This grant of shares is considered earned to Employee as
of July 31, 1999. Client shall register such shares with the
Securities Exchange Commission on Form S-8 as soon as is practical.
IV. ENTIRE AGREEMENT: This document represents the complete agreement
between the parties and may be modified or amended only by duly
executed written agreements. This Agreement shall be construed in
accordance with the laws of the State of California.
IN WITNESS WHEREOF: The parties hereto have duly executed this Agreement as
of the day and year noted above.
"Client" "Employee"
Tri-Lite Inc. E. Maxwell Malone
By: By:
------------------------------ -------------------------------
Its: Its:
----------------------------- ------------------------------
<PAGE>
EXHIBIT 10.5
PROFESSIONAL SERVICES AGREEMENT
This Agreement is made between Tri-Lite Inc. with its place of business at
11779 Cardinal Circle, Garden Grove, California (herein referred to as "Client")
and Ernest Dageford (herein referred to as "Employee"), as of August 27, 1999.
In consideration of the mutual covenants contained herein and other valuable
consideration, the receipt and adequacy of which is acknowledged, the parties do
hereby agree as follows:
I. QUALIFICATIONS: The Employee has special skill and experience in
certain fields of activity in which the Client is interested.
II. SERVICES RENDERED: Client engaged the nonexclusive services of
Employee as President of its subsidiary, AIM Energy, Inc. for the
period through July 31, 1999, and Employee has rendered substantial
services to Client over the period as agreed upon.
III. COMPENSATION: The Client shall grant to Employee as of the date of
this Agreement, an amount of 50,000 restricted shares of the Client's
common stock. This grant of shares is considered earned to Employee as
of July 31, 1999. Client shall register such shares with the
Securities Exchange Commission on Form S-8 as soon as is practical.
IV. ENTIRE AGREEMENT: This document represents the complete agreement
between the parties and may be modified or amended only by duly
executed written agreements. This Agreement shall be construed in
accordance with the laws of the State of California.
IN WITNESS WHEREOF: The parties hereto have duly executed this Agreement as
of the day and year noted above.
"Client" "Employee"
Tri-Lite Inc. Ernest Dageford
By: By:
------------------------------ -------------------------------
Its: Its:
----------------------------- ------------------------------
<PAGE>
EXHIBIT 10.6
Agreement for Marketing Services
THIS AGREEMENT, effective as of August 27, 1999 between AIM Energy, Inc., a
corporation organized and existing under the laws of the State of Delaware
having its principal place of business at 530 East D Street, Wilmington,
California 90744 ("Client") and National Marketing Associates, a marketing
company having its principal place of business at 431 Second Street,
Solvang, California 93463 ("Agency").
W I T N E S S E T H :
WHEREAS, the Agency is engaged in the business of providing marketing and
creative services and employs personnel with expertise in the rendering of such
services, and
WHEREAS, The Agency desires to provide trade and consumer marketing
services to Client, and
WHEREAS, Client desires to establish and promote the sale of AIM products
(the "Products"), utilizing the marketing and creative services of the Agency,
<PAGE>
NOW, THEREFORE, in consideration of the mutual premises and covenants
herein, the parties agree as follows:
I. Services. From time to time, Client and the Agency will consult with
each other and identify suitable methods of marketing and promoting
the Products and the potential clients to which such marketing and
promotion will be targeted ("Project"). It is anticipated that Agency
Services shall include but not be limited to the following services:
(a) Create, preview, select, formulate, develop and submit to Client
for consideration ideas and plans for coordinated, economical and
effective trade and consumer marketing programs for the Products;
(b) Prepare and maintain analyses of the existing and potential
markets for the Products and features thereof;
(c) Prepare, write, illustrate, design and otherwise prepare
marketing brochures and other marketing material.
(d) Plan, prepare, and supervise the distribution of news
announcements, feature and explanatory material pertaining to AIM
products specifically and the consequences of excessive harmonics
in general for possible publication in consumer and trade press;
(e) Purchase or otherwise acquire reproduction and other necessary
rights in jurisdictions designated by the Client's Director of
Marketing for stories, pictures, photographs and other written
and pictorial works;
(f) At Client's request, plan, prepare and produce collateral
promotional materials;
(g) Review and pay all correct invoices submitted to the Agency for
services utilized on behalf of Client; and
<PAGE>
(h) In connection with Agency Services: arrange for timely delivery
and performance of all services.
II. Budgets; Client Approval.
(a) With respect to each Project identified by Client and the Agency,
or any other Services requested by Client from time to time, the
Agency shall receive Client approval and if any Project requested
by Client would cause the Agency to exceed the total compensation
of fees and expenses agreed to for the time period of this
agreement, the Agency and the Client must jointly agree for the
Agency to proceed with the project.
(b) Client shall review and approve all materials prepared by the
Agency, including but not limited to news and explanatory
stories, brochures and other marketing material.
(c) In the event that it becomes apparent to the Agency that the
total compensation it receives for fees and expenses will be
exceeded if a project requested by Client is undertaken, the
Agency shall submit the estimated additional cost to the Client
who must approve the project in writing in advance.
III. Compensation for Agency Services.
(a) The Agency agrees to accept as full compensation for its services
and expenses, commencing August 27, 1999 and concluding on July
31, 2000, a grant of (i) 50,000 restricted shares of Tri-Lite
Inc. common stock and (ii) five-year options to purchase 375,000
restricted shares of Tri-Lite Inc. common stock at $2 per share.
(b) Tri-Lite Inc. agrees to register the above-described restricted
shares and the shares underlying the options by whatever means
available (including on
<PAGE>
Form S-8) as soon as practical; and the Agency agrees and
warrants that Paul Keil is the person providing substantially all
of the services hereunder to Client and that all of the abovesaid
shares and shares underlying the options are to be issued to Paul
Keil.
(c) Expenses incurred by the Agency in behalf of Client are the sole
responsibility of the Agency.
IV. Term.
(a) Term. The initial term of this Agreement shall commence on August
27, 1999, and shall continue until July 31, 2000.
(b) Right Upon Termination. Upon termination of this Agreement,
Client shall have no obligations to the Agency, provided,
however, any non-cancelable contracts made on Client's behalf or
uncompleted work which cannot be assigned by the Agency to Client
shall, at the discretion of Client, be completed by the Agency at
Client's expense, and provided further that all indemnity
obligations of Client shall survive the termination of this
Agreement. Upon termination of this Agreement, the Agency shall
deliver to Client all Client property and materials in the
Agency's possession and all information regarding Client's
advertising. The Agency shall cooperate in the transfer of all
contracts and agreements with other parties for marketing
materials and all rights and claims thereto. All unused marketing
plans, ideas and materials prepared by the Agency for Client, but
not accepted by
<PAGE>
Client prior to the date of termination, shall remain Client's
property and shall be returned to Client.
V. Changes, Termination or Suspension of Work.
Client may request revisions, suspension or termination of any
services provided by the Agency pursuant to this Agreement. Upon receipt of
instructions from Client to modify, suspend or terminate any services, the
Agency shall make every effort to eliminate or decrease any expense in
excess of its stated total compensation, and act as rapidly as possible to
modify, suspend or terminate said services as soon as possible or
practicable.
VI. Ownership of Materials.
All Products ideas, concepts, themes and other intellectual property
rights or marketing materials created by the Agency on Client's behalf
shall be and will remain the property of Client.
VII. Storage and Preservation.
The Agency shall properly store all tapes, files or other materials
developed by or transferred to the Agency by Client. The Agency shall
ensure that all materials be preserved by copying whenever necessary.
VIII. Exclusivity.
Nothing in this Agreement shall be construed as requiring Client to
assign all or any specific portion of its marketing work exclusively to the
Agency for the terms of this Agreement. The Agency shall not solicit or
perform marketing or related services in connection with any other harmonic
mitigation products without the prior written consent of Client.
<PAGE>
IX. Indemnification.
The Agency shall indemnify and hold harmless Client, its affiliates,
agents and employees from and against any and all claims, losses, actions,
damages, expenses and all other liabilities, including but not limited to
reasonable attorneys' fees, arising out of services performed by the Agency
for Client. Client shall give prompt notice to the Agency of any such
claim, loss, action, damage, expense or other liability, and shall fully
cooperate in the defense of any such action.
X. Legal Review.
The Agency shall provide, at its own expense, legal review and
approval of all work and services provided hereunder prior to publication
of any marketing material.
XI. Authorizations.
The Agency shall obtain releases, licenses, permits or other necessary
authorization to use photographs, copyrighted materials, artwork or any
other property or rights belonging to third parties obtained by the Agency
for use in performing Agency Services and shall hold Client harmless from
all claims, demands, expenses including reasonable attorneys' fees),
liabilities, suits and proceedings arising out of such use brought before
any court, administrative body, arbitration panel or other tribunal. Client
shall obtain releases, licenses, permits or other necessary authorization
for any property or rights obtained by Client which are used by the Agency
in performing Agency Services, and shall hold the Agency harmless from all
claims, demands, expenses (including reasonable attorneys' fees),
liabilities, suits and proceedings arising out of such use.
<PAGE>
XII. Independent Contractor.
All persons employed by the Agency in performance of services
hereunder shall be under the sole and exclusive direction and control of
the Agency, and shall not be considered the employees of Client for any
purpose whatsoever. The Agency shall remain at all times an independent
contractor.
XIII. Safeguarding Information.
The Agency shall not, during the period of this Agreement and
extensions thereto or at any time thereafter, reveal or otherwise make
available to any other person, or use for any purpose other than to benefit
Client, any information or trade secrets regarding Client's Products,
services, business, customers, or methods of operation learned by the
Agency while providing services hereunder. Any specifications, drawings,
sketches, models, samples, tools, computer programs, technical or business
information or data, written, oral, in graphic form or otherwise
("Information") furnished to the Agency hereunder or in contemplation
hereof shall remain the property of Client. The provisions of this Section
shall apply to all Agency subcontractors. The Agency shall be responsible
for informing subcontractors of any Information included in any work
subcontracted hereunder, and shall ensure that all subcontractors are in
compliance with this Section.
XIV. Use of Client Name.
The Agency shall not use Client's name, or the name of any affiliate
of Client, as a reference without prior written approval of Client or such
affiliate, provided, however, the Agency may list Client as one of its
clients when furnishing proposals to provide marketing services to
prospective clients. Approval will not be given in any case in which an
endorsement might be inferred. The provisions of this Section shall apply
to Agency Affiliates and to all subcontractors of the Agency.
<PAGE>
XV. Assignment.
The Agency may not assign this Agreement or any part thereof to any
Agency Affiliate or any other entity without the prior written consent of
Client.
XVI. Insolvency.
Either party may terminate this Agreement if the other party is
insolvent or makes an assignment for the benefit of creditors.
XVII. Notices.
All notices which may be given by either party to the other shall be
deemed to have been duly given when made in writing and delivered in person
or deposited in the United States mail, postage prepaid, and addressed to
such party at such party's address set forth at the beginning of this
Agreement (or to such other address as such party may designate by written
notice delivered hereunder).
XVIII. Waiver.
Failure to enforce any provision hereof shall not constitute a waiver
of that or any other provision in any other circumstances.
XIX. Entire Agreement.
This Agreement shall constitute the entire Agreement between the
parties with respect to the subject matter and supersedes all previous
agreements and understandings between Client and the Agency relating to the
subject matter hereof.
XX. Governing Law.
This Agreement shall be governed by the laws of the State of
California.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their duly authorized officers as of the day and year first above
written.
AIM Energy, Inc.
Signature
Print Name and Title
Tri-Lite Inc.
Signature:
Print Name and Title:
National Marketing Associates
Signature:
Print Name and Title:
<PAGE>
EXHIBIT 10.7
CONSULTING AGREEMENT
THIS AGREEMENT is entered into as of August 27, 1999 by and between
Self-Powered Lighting, Inc., a corporation organized and existing under the laws
of the State of New York having its principal place of business at 11779
Cardinal Circle, Garden Grove, California 92843 (Company) and DCAP Associates,
Inc., a corporation organized and existing under the laws of the State of Nevada
having its principal place of business at 4502 East Paradise Village Parkway
South, Phoenix, Arizona 85032-7737 (Consultant). Company is a subsidiary of
Tri-Lite Inc., a publicly-held corporation that hereby assumes responsibility
for the payment of fees and expenses to Consultant in behalf of Company.
WITNESSETH:
In consideration of the premises and mutual covenants hereinafter
contained, the parties hereto agree as follows:
<PAGE>
1. THE SERVICES
The Consultant agrees to provide strategic and tactical direction and
guidance to the Company and assist the Company in marketing the products it
manufactures throughout North America, Europe and other geographical areas
mutually agreed upon by Company and Consultant.
2. WORK FOR HIRE
a. It is the intention of the parties hereto that all rights,
including without limitation copyright and with the sole exception provided
in Paragraph 4 below, in any reports, surveys, marketing, promotional and
collateral materials prepared by the Consultant pursuant to the terms of
this Agreement, or otherwise for Company (hereinafter "the Work") vest in
Company. The parties expressly acknowledge that the Work was specially
ordered or commissioned by Company, and further agree that it shall be
considered a "Work Made for Hire" within the meaning of the copyright laws
of the United States and that Company is entitled, as author and with the
sole exception provided in Paragraph 4 below, to the copyright and all
other rights therein, throughout the world, including, but not limited to,
the right to make such changes therein and such uses thereof, as it may
determine in its sole and absolute discretion.
b. If, for any reason, the Work is not considered a work made for hire
under the copyright law, then, except as provided in Paragraph 4 below, the
Consultant hereby grants and assigns to Company, its successors and
assigns, all of its rights, title, and interest in and to the Work,
including, but not limited to, the copyright therein throughout the world
(and any renewal, extension or reversion copyright now or hereafter
provided), and all other rights therein of any nature whatsoever, whether
now known or hereafter devised, including, but not limited to the right to
make such changes therein, and such uses thereof, as Company may determine.
3. INTELLECTUAL PROPERTY
Notwithstanding the provisions of Paragraph 3 above, Consultant hereby
retains the sole and exclusive right, title and interest in any intangible
marketing or business thought, concept,
<PAGE>
idea, method or process arising out of Consultant's engagement with the
Company pursuant to this Agreement.
4. PROPRIETARY INFORMATION
a. For purposes of this Agreement, "proprietary information" shall
mean any information relating to the business of Company or any entity in
which Company has a controlling interest and shall include (but shall not
be limited to) information encompassed in all drawings, designs, programs,
plans, formulas, proposals, marketing and sales plans, financial
information, costs, pricing information, customer information, and all
methods, concepts or ideas in or reasonably related to the business of
Company.
b. Consultant agrees to regard and preserve as confidential, all
proprietary information, whether Consultant has such information in memory
or in writing or other physical form. Consultant shall not, without written
authority from Company to do so, directly or indirectly, use for the
benefit or purposes, nor disclose to others, either during the term of its
engagement hereunder or thereafter, except as required by the conditions of
Consultant's engagement hereunder, any proprietary information.
c. Consultant shall not disclose any reports, recommendations,
conclusions or other results of the Services or the existence or the
subject matter of this contract without the prior written consent of
Company. In Consultant's performance hereunder, Consultant shall comply
with all legal obligations it may now or hereafter have respecting the
information or other property of any other person, firm or corporation.
d. The Consultant expressly agrees that the covenants set forth in
this Paragraph are being given to Company in connection with the engagement
of the Consultant by Company and that such covenants are intended to
protect Company against the competition by the Consultant, within the terms
stated, to the fullest extent deemed reasonable and permitted in law and
equity. In the event that the foregoing limitations upon the conduct of the
Consultant are beyond those permitted by law, such limitations, both as to
time and geographical area, shall
<PAGE>
be, and be deemed to be, reduced in scope and effect to the maximum extent
permitted by law.
e. The foregoing obligations of this Paragraph shall not apply to any
part of the information that (i) has been disclosed in publicly available
sources of information, (ii) is, through no fault of the Consultant,
hereafter disclosed in publicly available sources of information, (iii) is
now in the possession of Consultant without any obligation or
confidentiality, or (iv) has been or is hereafter lawfully disclosed to
Consultant by any third party, but only to the extent that the use or
disclosure thereof has been or is rightfully authorized by that third
party.
5. INJUNCTIVE RELIEF
Consultant acknowledges that the injury to Company resulting from any
violation by it of any of the covenants contained in this Agreement will be
of such a character that it cannot be adequately compensated by money
damages, and, accordingly, Company may, in addition to pursuing its other
remedies, obtain an injunction from any court having jurisdiction of the
matter restraining any such violation; and no bond or other security shall
be required in connection with such injunction.
6. FEES AND EXPENSES
a. The parent of Company, Tri-Lite Inc., shall issue Consultant (or
Consulant's employee performing substantially all of the services
hereunder) on the date of this agreement 50,000 shares of restricted
Tri-Lite Inc. common stock and options to acquire 375,000 restricted shares
of Tri-Lite Inc. common stock at any time over a period of five years at a
cost of $2 per share. In addition to the professional services of
Consultant in behalf of Company, the issuance of said options shall include
payment in full for all of Consultant's expenses incurred in the
performance of its services for Company over the duration of this
agreement.
b. Tri-Lite, Inc. agrees to register the 50,000 restricted shares and
the shares underlying the 375,000 options as soon as possible after the
execution of this agreement on Form S-8 of the Securities & Exchange
Commission; and the Consultant agrees and warrants that Richard DiCapua is
the person providing substantially all of the services hereunder to Company
and that
<PAGE>
all of the abovesaid shares and shares underlying the options are to be
issued to Richard DiCapua.
c. Upon termination of this Agreement, Consultant expressly
understands and agrees that Company has paid all professional fees and
expenses in full and that Company has no further obligation to Consultant.
7. BENEFITS
The Consultant, as an independent contractor, shall not be entitled to
any other benefits other than the fees and expenses provided under
Paragraph 2 of this Agreement.
8. DUTY TO REPORT INCOME
The Consultant acknowledges and agrees that it is an independent
contractor and not an employee of the Company and that it is Consultant's
sole obligation to report as income all compensation received from Company
pursuant to this Agreement. The Consultant further agrees that the Company
shall not be obligated to pay withholding taxes, social security,
unemployment taxes, disability insurance premiums, or similar items, in
connection with any payments made to the Consultant pursuant to the terms
of this Agreement.
9. TERM
This Agreement shall be effective beginning as of August 27, 1999 and
shall continue until July 31, 2000; provided, however, that either Company
or Consultant may terminate this Agreement in whole or in part at any time
after 90 days upon thirty (30) days written notice to the other party. In
the event of termination or upon expiration of this Agreement, Consultant
shall return to Company any and all equipment, documents or materials, and
all copies made thereof, which Consultant received from Company for the
purposes of this Agreement.
10. INDEMNIFICATION
The Consultant shall indemnify and save Company harmless from and
against all claims arising in favor of any person, firm or corporation on
account of personal injury or property damage in any way resulting from the
improper or illegal acts of Consultant, its employees or
<PAGE>
agents. The foregoing indemnity shall include all costs incurred by
Company, including reasonable attorneys' fees.
11. NOTICES
All notices shall be in writing and sent via first class mail to the
respective addresses of the parties set forth at the beginning of this
Agreement or to such other address as any party may designate by notice
delivered hereunder to the other party.
12. GENERAL
a. The terms and conditions of Paragraphs 3, 4, 5 and 6 hereof shall
survive the termination of this Agreement or completion of the Services as
the case may be.
b. Neither the Company nor Consultant shall assign this Agreement or
delegate its duties hereunder and shall not subcontract any of the Services
to be performed hereunder without the prior written consent of the other
party hereto.
c. Consultant shall perform the Services as an independent contractor
and shall not be considered an employee of Company or Partner, joint
venturer or otherwise related to Company for any purpose.
d. This Agreement shall be governed by the laws of the State of
California.
e. This Agreement constitutes the entire understanding between
Consultant and Company respecting the Services described herein.
f. The failure of either party to exercise its rights under this
Agreement shall not be deemed to be a waiver of such rights or a waiver of
any subsequent breach.
IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as
of the date first above written.
Self-Powered Lighting, Inc.
By:
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Its:
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Tri-Lite, Inc.
By:
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Its:
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DCAP Associates, Inc.
By:
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Its:
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<PAGE>
EXHIBIT 10.8
PROFESSIONAL SERVICES AGREEMENT
This Agreement is made between Tri-Lite Inc. with its place of business at
11779 Cardinal Circle, Garden Grove, California (herein referred to as "Client")
and Broker & O'Keefe (herein referred to as "Employee"), as of September 1,
1999. In consideration of the mutual covenants contained herein and other
valuable consideration, the receipt and adequacy of which is acknowledged, the
parties do hereby agree as follows:
I. QUALIFICATIONS: The Employee has special skill and experience in
certain fields of activity in which the Client is interested.
II. SERVICES RENDERED: Client engaged the nonexclusive services of
Employee for the period through August 31, 1999, and Employee has
rendered substantial legal services to Client over the period as
agreed upon.
III. COMPENSATION: The Client shall grant to Employee as of the date of
this Agreement, an amount of 122,756 restricted shares of the Client's
common stock in payment of post-confirmation legal fees of $73,654.56.
This grant of shares is considered earned to Employee as of July 31,
1999, and the shares shall be issued to the attorneys providing
services as follows: Sean O'Keefe--61,378 shares; and Jeffrey W.
Broker--61,378 shares. Client shall register such shares with the
Securities Exchange Commission on Form S-8 as soon as is practical.
IV. ENTIRE AGREEMENT: This document represents the complete agreement
between the parties and may be modified or amended only by duly
executed written agreements. This Agreement shall be construed in
accordance with the laws of the State of California.
IN WITNESS WHEREOF: The parties hereto have duly executed this Agreement as
of the day and year noted above.
"Client" "Employee"
Tri-Lite Inc. Broker & O'Keefe
By: By:
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Its: Its:
----------------------------- ------------------------------
<PAGE>
EXHIBIT 10.9
PROFESSIONAL SERVICES AGREEMENT
This Agreement is made between Tri-Lite Inc. with its place of business at
11779 Cardinal Circle, Garden Grove, California (herein referred to as "Client")
and Broker & Associates (herein referred to as "Employee"), as of September 1,
1999. In consideration of the mutual covenants contained herein and other
valuable consideration, the receipt and adequacy of which is acknowledged, the
parties do hereby agree as follows:
I. QUALIFICATIONS: The Employee has special skill and experience in
certain fields of activity in which the Client is interested.
II. SERVICES RENDERED: Client engaged the nonexclusive services of
Employee for the period through July 31, 1999, and Employee has
rendered substantial services to Client over the period as agreed
upon.
III. COMPENSATION: The Client shall grant to Employee as of the date of
this Agreement, an amount of 13,551 restricted shares of the Client's
common stock in payment of $8,131.37 of legal services. This grant of
shares is considered earned to Employee as of August 31, 1999 and all
of the shares shall be issued to Jeffrey W. Broker as the attorney
performing the legal services. Client shall register such shares with
the Securities Exchange Commission on Form S-8 as soon as is
practical.
IV. ENTIRE AGREEMENT: This document represents the complete agreement
between the parties and may be modified or amended only by duly
executed written agreements. This Agreement shall be construed in
accordance with the laws of the State of California.
IN WITNESS WHEREOF: The parties hereto have duly executed this Agreement as
of the day and year noted above.
"Client" "Employee"
Tri-Lite Inc. Broker & Associates
By: By:
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Its: Its:
----------------------------- ------------------------------
<PAGE>
EXHIBIT 10.10
PROFESSIONAL SERVICES AGREEMENT
This Agreement is made between Tri-Lite Inc. with its place of business at
11779 Cardinal Circle, Garden Grove, California (herein referred to as "Client")
and Paul Keil (herein referred to as "Employee"), as of September 1, 1999. In
consideration of the mutual covenants contained herein and other valuable
consideration, the receipt and adequacy of which is acknowledged, the parties do
hereby agree as follows:
I. QUALIFICATIONS: The Employee has special skill and experience in
certain fields of activity in which the Client is interested.
II. SERVICES RENDERED: Client engaged the nonexclusive services of
Employee for the period from March 1, 1999 through April 30, 1999, and
Employee has rendered substantial services to Client over the period
as agreed upon.
III. COMPENSATION: The Client shall grant to Employee as of the date of
this Agreement, an amount of 20,000 restricted shares of the Client's
common stock in payment of Employee's services. This grant of shares
is considered earned to Employee as of August 31, 1999. Client shall
register such shares with the Securities Exchange Commission on Form
S-8 as soon as is practical.
IV. ENTIRE AGREEMENT: This document represents the complete agreement
between the parties and may be modified or amended only by duly
executed written agreements. This Agreement shall be construed in
accordance with the laws of the State of California.
IN WITNESS WHEREOF: The parties hereto have duly executed this Agreement as
of the day and year noted above.
"Client" "Employee"
Tri-Lite Inc. Paul Kell
By: By:
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Its: Its:
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<PAGE>
EXHIBIT 23.1
[COPY TO COME]
<PAGE>
EXHIBIT 23.2
(INCLUDED IN EXHIBIT 5)
<PAGE>
EXHIBIT 24
(SEE SIGNATURE PAGE)
