<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
Strategic Diagnostics Inc.
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(Name of Issuer)
Common Stock, par value $.01 per share
------------------------------------------------------------------------
(Title of Class of Securities)
862700101
------------------------------------------------------------------------
(CUSIP Number)
Richard C. Birkmeyer, 128 Sandy Drive, Newark, DE 19713
(302) 456-6789
------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
December 30, 1996
------------------------------------------------------------------------
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box .
NOTE: Six copies of this statement, including all exhibits, should be filed
with the Commission. SEE Rule 13d-1(a) for other parties to whom copies are to
be sent.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
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SCHEDULE 13D
CUSIP NO. 862700101 PAGE 2
------------ ------
- -----------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Richard C. Birkmeyer
050-50-576
- --------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) / /
- -------------------------------------------------------------------------
3 SEC USE ONLY
- -------------------------------------------------------------------------
4 SOURCE OF FUNDS* OO
- -------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS / /
REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
- -------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
USA
- -------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF 1,946,906
SHARES -----------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH N/A
REPORTING ------------------------------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER
WITH
1,946,906
- -------------------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
N/A
- -------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,946,906
- -------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) / /
EXCLUDES CERTAIN SHARES*
- -------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
14.9%
- -------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
- -------------------------------------------------------------------------
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SCHEDULE 13D STATEMENT
ITEM 1. SECURITY AND ISSUER:
This statement relates to the shares of Common Stock, par value
$.01 per share (the "Common Stock") of Strategic Diagnostics
Inc., a Delaware corporation (the "Issuer"). The principal
executive offices of the Issuer are located at 128 Sandy Drive,
Newark, Delaware 19713.
ITEM 2. IDENTITY AND BACKGROUND.
Richard C. Birkmeyer ("Birkmeyer"), with an address at 128 Sandy
Drive, Newark, Delaware 19713 is President and Chief Executive
Officer and a director of the Issuer. The Issuer develops and
manufactures immunoassay-based test kits.
Birkmeyer has not been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors) during the
last five years, or, during the last five years, been a party to
a civil proceeding of a judicial or administrative body of
competent jurisdiction which resulted in his being subjected to a
judgment, decree or final order enjoining future violations of,
or prohibiting or mandating activities subject to, federal or
state securities laws or finding any violation with respect to
such laws.
Birkmeyer is a United States citizen.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Birkmeyer was the beneficial owner of 2,531,430 shares of
Strategic Diagnostics Inc. ("SDI") and 64,800 immediately
exercisable options to purchase shares of Common Stock of SDI.
On December 30, 1996, SDI merged with and into EnSys
Environmental Products, Inc. ("EnSys"). The surviving
corporation, EnSys, was subsequently renamed Strategic
Diagnostics Inc. Each share of SDI common stock was converted
into .7392048 shares of the Issuer. Each option to purchase SDI
Common Stock was converted into .7818026 options to purchase
shares of the Issuer's Common Stock. In addition, upon the
completion of the merger, Birkmeyer received options to
purchase 100,000 shares of Common Stock vesting in four equal
annual installments beginning on December 30, 1996.
Accordingly, Birkmeyer beneficially owns 1,946,906 shares of
the Issuer's Common Stock.
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ITEM 4. PURPOSE OF TRANSACTION.
Birkmeyer acquired the Common Stock for investment purposes.
Birkmeyer may purchase additional Common Stock or sell Common
Stock from time to time, depending on market conditions and the
prospects for his investment in the Issuer. Birkmeyer is
President and Chief Executive Officer of the Issuer and is also a
director. As such, he is involved in day to day operations and
the strategic planning of the Issuer. Except as set forth above,
Birkmeyer has no specific plans or proposals which relate to or
would result in any of the actions described in paragraphs (a)
through (j) of Item 4 of Schedule 13D (although Birkmeyer
reserves the right to develop such plans or proposals).
ITEM 5(A). INTEREST IN SECURITIES OF THE ISSUER.
Birkmeyer beneficially owns 1,946,906 shares of Common Stock,
consisting of 1,871,245 shares of Common Stock and options to
purchase 75,661 shares of Common Stock of the Issuer, which
equals 14.9% of the outstanding shares of Common Stock of the
Issuer.
ITEM 5(B). Number of Shares as to Which Birkmeyer Has:
(i) sole power to vote or to direct the vote:
1,946,906
(ii) shared power to vote or to direct the vote:
None
(iii) sole power to dispose or to direct the disposition:
1,946,906
(iv) shared power to dispose or to direct the
disposition:
None
ITEM 5(C). Birkmeyer has not been a party to any transaction in the Common
Stock during the sixty day period ending on the date of this
Statement on Schedule 13D other than the transactions described
herein.
ITEM 5(D). Not applicable.
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ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER.
Birkmeyer has signed a "lock-up" agreement with the Issuer,
pursuant to which Birkmeyer has agreed not to sell or transfer
his shares of the Issuer's Common Stock for a period of six
months from the date of the merger between SDI and the Issuer.
Birkmeyer and Issuer are parties to two Stock Option Agreements
dated as of December 30, 1996. The first grants Birkmeyer
options to purchase 100,000 shares of Common Stock at an
exercise price of $2 per share. The options vest in four
annual equal installments commencing on December 30, 1996. The
second stock option agreement replaces his SDI stock option
agreement and grants Birkmeyer options to purchase 50,661
shares of Issuer Common Stock at an exercise price of $0.19 per
share.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit 1 - Letter Agreement dated December 30, 1996 between
the Issuer and Birkmeyer.
Exhibit 2 - Stock Option Agreement dated as of December 30,
1996, by and between the Issuer and Birkmeyer
in respect of 100,000 shares of Issuer Common
Stock.
Exhibit 3 - Stock Option Agreement dated as of December 30,
1996, by and between Issuer and Birkmeyer in
respect of 50,661 shares of Issuer Common Stock.
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Dated: January 8, 1997 By: /s/ Richard C. Birkmeyer
----------------------------
Richard C. Birkmeyer
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EXHIBIT 1
December 30, 1996
EnSys Environmental Products, Inc.
4222 Emperor Boulevard
Durham, North Carolina 27703
Dear Ladies and Gentlemen:
In consideration of the benefit to the stockholders of Strategic
Diagnostics Inc. ("Company") of the merger of the Company with and into EnSys
Environmental Products, Inc. ("EnSys"), pursuant to the Agreement and Plan of
Merger between the Company and EnSys dated as of October 11, 1996, and for other
good and valuable consideration, the receipt of which is hereby acknowledged,
the undersigned hereby agrees that, without the prior written consent of EnSys,
he or she will not sell, contract to sell, or otherwise dispose of for value,
any of the EnSys Preferred Stock, Common Stock or any security exchangeable or
exercisable for or convertible into EnSys Common Stock, beneficially owned by
the undersigned until the date which is six (6) months from the date hereof;
provided that the undersigned may pledge or cause to be pledged any or all of
such shares or other securities in bona fide loan transactions with established
financial lending institutions.
/s/ Richard C. Birkmeyer
____________________________
Richard C. Birkmeyer, Ph.D.
<PAGE>
EXHIBIT 2
AMENDED AND RESTATED
ENSYS ENVIRONMENTAL PRODUCTS, INC.
1995 STOCK INCENTIVE PLAN
INCENTIVE STOCK OPTION AGREEMENT
100,000 DECEMBER 30, 1996
NO. OF SHARES DATE OF GRANT
Pursuant to the Amended and Restated EnSys Environmental Products,
Inc. 1995 Stock Incentive Plan (the "Plan"), EnSys Environmental Products,
Inc. (the "Company") hereby grants to Richard C. Birkmeyer (the "Optionee")
an option (the "Option") to purchase on or prior to December 30, 2006 (the
"Expiration Date") all or any part of One Hundred Thousand (100,000) shares
(the "Option Shares") of "Stock" (as defined in Section 2 of the Plan) at a
price of $2 per share of Stock in accordance with the schedule set
forth in Section 1 hereof and subject to the terms and conditions set forth
hereinafter and in the Plan. This Option shall be construed in a manner to
qualify it as an incentive stock option under Section 422 of the Internal
Revenue Code of 1986, as amended (the "Code"), to the maximum extent
permitted.
1. VESTING OF OPTION. Subject to the provisions of Sections 4
and 5 hereof and the discretion of the "Board" (as defined in Section 1 of
the Plan) to accelerate the vesting schedule hereunder, this Option shall
become vested and exercisable with respect to the following number of Option
Shares according to the timetable set forth below:
<TABLE>
<CAPTION>
Number of Shares of Stock Cumulative Number of
Vested and Becoming Shares of Stock
Date Available for Exercise Available for Exercise
- ---- ------------------------- ----------------------
<S> <C> <C>
December 30, 1996 25,000 25,000
December 30, 1997 25,000 50,000
December 30, 1998 25,000 75,000
December 30, 1999 25,000 100,000
</TABLE>
2. MANNER OF EXERCISE. The Optionee may exercise this Option
only in the following manner: from time to time on or prior to the Expiration
Date of this Option, the Optionee may give written notice to the Board of his
election to purchase some or all of the vested Option Shares purchasable at
the time of such notice as determined in accordance with the cumulative
number of shares of Stock available
<PAGE>
for exercise specified in the third column of the schedule set forth in
Section 1 hereof. Said notice shall specify the number of shares of Stock to
be purchased.
(a) Payment of the purchase price for the Option Shares may be
made by one or more of the following methods: (i) in cash, by certified or
bank check or other instrument acceptable to the Board; or (ii) in the form
of shares of Stock that are not then subject to restrictions under any
Company plan (subject to the Board's discretion); or (iii) by the Optionee
delivering to the Company a properly executed exercise notice together with
irrevocable instructions to a broker to promptly deliver to the Company cash
or a check payable and acceptable to the Company to pay the option purchase
price; provided that in the event the Optionee chooses to pay the option
purchase price as so provided, the Optionee and the broker shall comply with
such procedures and enter into such agreements of indemnity and other
agreements as the Board shall prescribe as a condition of such payment
procedure. Payment instruments will be received subject to collection.
(b) The delivery of certificates representing the Option Shares
will be contingent upon the Company's receipt from the Optionee of full
payment therefor, as set forth above, and any agreement, statement or other
evidence as the Company may require to satisfy itself that the issuance of
Option Shares to be purchased pursuant to the exercise of Options under this
Agreement and any subsequent resale of the shares of Stock will be in
compliance with applicable laws and regulations.
(c) If requested upon the exercise of this Option, certificates
for shares may be issued in the name of the Optionee jointly with another
person or in the name of the executor or administrator of the Optionee's
estate.
(d) Notwithstanding any other provision hereof or of the Plan, no
portion of this Option shall be exercisable after the Expiration Date hereof.
3. NON-TRANSFERABILITY OF OPTION. This Option shall not be
transferable by the Optionee otherwise than by will or by the laws of descent
and distribution and this Option shall be exercisable, during the Optionee's
lifetime, only by the Optionee or his legal representative.
4. TERMINATION OF EMPLOYMENT. If the Optionee's employment by
the Company or a Subsidiary (as defined in Section 1 of the Plan) is
terminated, the period within which to exercise the Option shall be subject
to the provisions set forth below. For this purpose, an approved leave of
absence or a transfer of employment from the Company to a Subsidiary, from a
Subsidiary to the Company or from a Subsidiary to another Subsidiary shall
not be deemed a "termination of Optionee's employment."
2
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(a) TERMINATION DUE TO DEATH. If the Optionee's employment
terminates by reason of death, any Option held by the Optionee may be
exercised, to the extent exercisable at the date of death, by the Optionee's
legal representative or legatee for a period of 180 days from the date of
death or until the Expiration Date, if earlier.
(b) TERMINATION DUE TO DISABILITY. If the Optionee's employment
terminates by reason of Disability (as defined in Section 1 of the Plan), any
Option held by the Optionee may be exercised, to the extent exercisable on
the date of termination, for a period of twelve months from the date of
termination or until the Expiration Date, if earlier.
(c) TERMINATION FOR CAUSE. If the Optionee's employment
terminates for Cause (as defined in Section 1 of the Plan), any Option held
by the Optionee shall terminate immediately and be of no further force and
effect.
(d) OTHER TERMINATION. If the Optionee's employment terminates
for any reason other than death, Disability or Cause, and unless otherwise
determined by the Board, any Option held by the Optionee may be exercised, to
the extent exercisable on the date of termination for a period of one year
from the date of termination or until the Expiration Date, if earlier.
(e) TERMINATION WITHOUT CAUSE OR FOR GOOD REASON.
Notwithstanding anything herein to the contrary, in the event the Company
terminates Optionee's employment without Cause or Optionee terminates his
employment for "Good Reason" (as hereinafter defined), all of the Options
granted pursuant to Section 1 hereof shall immediately become vested and
exercisable in accordance with the terms hereof. For purposes of this
Agreement, each of the following events shall constitute "Good Reason" for
Optionee to terminate his employment with the Company:
(i) Failure of the Board to elect Optionee to the office of Chief
Executive Officer of the Company or to continue the Optionee in such
office;
(ii) Any material breach by the Company of any provision of any
Employment Agreement then in effect with Optionee; or
(iii) Election by the Company not to extend the term of Optionee's
employment under any Employment Agreement then in effect with Optionee.
5. CHANGE OF CONTROL. In the event of a "Change of Control" (as
defined in Section 12 of the Plan), each Option will automatically become
exercisable to the extent provided in Section 12 of the Plan, as in effect on
the date of grant of this Option.
3
<PAGE>
6. OPTION SHARES. The Option Shares are shares of Stock of the
Company as constituted on the date of this Option, which are subject to
adjustment as provided in Section 3(b) of the Plan.
7. NO SPECIAL EMPLOYMENT RIGHTS. This Option will not confer
upon the Optionee any right with respect to continuance of employment by the
Company or a Subsidiary, nor will it interfere in any way with right of the
Optionee's employer to terminate the Optionee's employment at any time.
8. RIGHTS AS A SHAREHOLDER. The Optionee shall have no rights as
a shareholder with respect to any shares of Stock which may be purchased by
exercise of this Option unless and until a certificate or certificates
representing such shares are duly issued and delivered to the Optionee.
Except as otherwise expressly provided in the Plan, no adjustment shall be
made for dividends or other rights for which the record date is prior to the
date such stock certificate is issued.
9. QUALIFICATION UNDER SECTION 422. It is understood and
intended that the Option granted hereunder shall qualify as an "incentive
stock option" as defined in Section 422 of the Code to the maximum extent
permitted by law. Accordingly, the Employee understands that the loss of the
benefits of an incentive stock option under Section 422 of the Code may
result from a sale or other disposition of any shares of Stock acquired upon
exercise of the Option within the one-year period beginning on the day after
the day of the transfer of such shares of Stock to him, nor within the
two-year period beginning on the day after the grant of the Option. If the
Employee intends to dispose or does dispose (whether by sale, gift, transfer
or otherwise) of any such shares of Stock within said periods, he will notify
the Company within thirty (30) days after such disposition. In addition, no
more than $100,000 of the aggregate fair market value (as defined in the
Plan) of Stock Options (as defined in Section 1 of the Plan) granted under
the Plan may become exercisable for the first time by the Optionee during any
calendar year and be treated as incentive stock options under Section 422 of
the Code.
10. TAX WITHHOLDING. No later than the date as of which part or
all of the value of any of the Option Shares first becomes includable in the
Optionee's gross income for Federal tax purposes, the Optionee shall make
arrangements with the Company in accordance with Section 8 of the Plan
regarding the payment of any federal, state or local taxes required to be
withheld with respect to the income.
11. THE PLAN. In the event of any discrepancy or inconsistency
between this Agreement and the Plan, the terms and conditions of the Plan
shall control, PROVIDED THAT, it is understood and acknowledged that in the
event of any termination of Optionee's employment other than due to death,
disability or for cause, the provisions of Sections 4(d) and 4(e) of this
Agreement shall control.
4
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12. COUNTERPARTS. This Agreement may be executed in one or more
counterparts, each of which shall be deemed to be an original but all of which
together constitute one and the same instrument.
13. MISCELLANEOUS. Notices hereunder shall be mailed or delivered
to the Company at its principal place of business and shall be mailed or
delivered to Optionee at the address set forth below or, in either case, at
such other address as one party may subsequently furnish to the other party
in writing.
ENSYS ENVIRONMENTAL PRODUCTS, INC.
By: /s/ Robert E. Finnigan
-------------------------------------------------
Member of the Compensation Committee of the Board
of Directors of EnSys Environmental Products, Inc.
Receipt of the foregoing Option is acknowledged and its terms and
conditions are hereby agreed to:
/s/ Richard C. Birkmeyer
-------------------------------------------------
Richard C. Birkmeyer (Optionee)
Date: 12/30/96 Address:_________________________________________
_________________________________________________
5
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EXHIBIT 3
AMENDED AND RESTATED ENSYS ENVIRONMENTAL PRODUCTS, INC.
1995 STOCK INCENTIVE PLAN
NON-QUALIFIED STOCK OPTION AGREEMENT
50,661 DECEMBER 30, 1996
NO. OF SHARES DATE OF GRANT
In accordance with the Amended and Restated EnSys Environmental Products,
Inc. 1995 Stock Incentive Plan (the "Plan"), EnSys Environmental Products,
Inc. (the "Company") hereby grants to Richard C. Birkmeyer (the "Optionee")
an option (the "Option") to purchase on or prior toAugust 1, 2005 (the
"Expiration Date") all or any part of 50,661 shares (the "Option Shares") of
"Stock" (as defined in Section 2 of the Plan) at a price of $0.19 per share
of Stock in accordance with the schedule set forth in Section 1 hereof and
subject to the terms and conditions set forth hereinafter and in the Plan.
This Option does not qualify as an incentive stock option under Section 422
of the Internal Revenue Code of 1986, as amended, and consequently shall be
treated as a non-qualified stock option for tax purposes.
1. VESTING OF OPTION. Subject to the provisions of Sections 4 and 5 hereof
and the discretion of the board of directors of the Company to accelerate the
vesting schedule hereunder, this Option shall become vested and exercisable with
respect to the following number of Option Shares according to the timetable set
forth below; provided, however, that no certificate representing fractional
shares shall be issued and any resulting fractions of a share shall be ignored:
<TABLE>
<CAPTION>
Cumulative Number of Shares
Date of Stock Available for Exercise
---- --------------------------------
<S> <C>
12/30/96 50,661
</TABLE>
2. MANNER OF EXERCISE. The Optionee may exercise this Option only in the
following manner: from time to time on or prior to the Expiration Date of this
Option, the Optionee may give written notice to the Committee of Optionee's
election to purchase some or all of the vested Option Shares purchasable at the
time of such notice as determined in accordance with the vesting schedule set
forth in Section 1 hereof. Said notice shall specify the number of shares of
Stock to be purchased.
(a) Payment of the purchase price for the Option Shares may be made
by one or more of the following methods: (i) in cash, by certified or bank check
or other instrument
1
<PAGE>
acceptable to the Committee; or (ii) in the form of shares of Stock that are
not then subject to restrictions under any Company plan (subject to the
Committee's discretion); or (iii) by the Optionee delivering to the Company a
properly executed exercise notice together with irrevocable instructions to a
broker to promptly deliver to the Company cash or a check payable and
acceptable to the Company to pay the option purchase price; provided that in
the event the Optionee chooses to pay the option purchase price as to
provided, the Optionee and the broker shall comply with such procedures and
enter into such agreements of indemnity and other agreements as the Committee
shall prescribe as a condition of such payment procedure. Payment
instruments will be received subject to collection.
(b) The delivery of certificates representing the Option Shares will
be contingent upon the Company's receipt from the Optionee of full payment
therefor, as set forth above, and any agreement, statement or other evidence as
the Company may require to satisfy itself that the issuance of Option Shares to
be purchased pursuant to the exercise of Options under this Agreement and any
subsequent resale of the shares of Stock will be in compliance with applicable
laws and regulations.
(c) If requested upon the exercise of this Option, certificates for
shares may be issued in the name of the Optionee jointly with another person or
in the name of the executor or administrator of the Optionee's estate.
(d) Notwithstanding any other provision hereof or of the Plan, no
portion of this Option shall be exercisable after the Expiration Date hereof.
3. NON-TRANSFERABILITY OF OPTION. This Option shall not be transferable
by the Optionee otherwise than by will or by the laws of descent and
distribution and this Option shall be exercisable, during the Optionee's
lifetime, only by the Optionee.
4. TERMINATION OF EMPLOYMENT. If the Optionee's employment by the
Company or a Subsidiary (as defined in Section 1 of the Plan) is terminated, the
period within which to exercise the Option shall be subject to the provisions
set forth below. For this purpose, an approved leave of absence or a transfer
of employment from the Company to a Subsidiary, from a Subsidiary to the Company
or from a Subsidiary to another Subsidiary shall not be deemed a "termination of
Optionee's employment."
(a) TERMINATION FOR CAUSE. If any optionee's employment by the
Company or its Subsidiaries has been terminated for Cause, any Stock Option held
by such optionee shall immediately terminate and be of no further force and
effect; provided, however, that the Board may, in its sole discretion, provide
that such stock option can be exercised for a period of up to 30 days from the
date of termination of employment or until the expiration of the stated term of
the Option, if earlier.
(b) OTHER TERMINATION. If the Optionee's employment terminates for
any
2
<PAGE>
reason other than for Cause or death, the Optionee shall have the right to
exercise the portion of this Option that has fully vested at any time until the
Expiration Date to the extent that the Optionee was entitled to exercise the
Option at the date of such termination. If the Optionee ceases to serve the
Company due to death, this Option may be exercised at any time within one (1)
year after the date of death by the Optinee's estate or by a person who acquired
the right to exercise this Option by bequest or inheritance, but in any case
only to the extent the Optionee was entitled to exercise this Option at the date
of death. To the extent that the Optionee was not entitled to exercise the
Option at the date of death, or to the extent the Option is not exercised within
the time specified herein, this Option shall terminate. Notwithstanding the
foregoing, this Option shall not be exercisable after the Expiration Date.
5. CHANGE OF CONTROL. In the event of a "Change of Control" (as defined
in Section 12 of the Plan), each Option will automatically become exercisable to
the extent provided in Section 12 of the Plan, as in effect on the date of grant
of this Option.
6. OPTION SHARES. The Option Shares are shares of Stock of the Company
as constituted on the date of this Option, which are subject to adjustment as
provided in Section 3(b) of the Plan.
7. NO SPECIAL EMPLOYMENT RIGHTS. This Option will not confer upon the
Optionee any right with respect to continuance of employment by the Company or a
Subsidiary, nor will it interfere in any way with right of the Optionee's
employer to terminate the Optionee's employment at any time.
8. RIGHTS AS A SHAREHOLDER. The Optionee shall have no rights as a
shareholder with respect to any shares of Stock which may be purchased by
exercise of this Option unless and until a certificate or certificates
representing such shares are duly issued and delivered to the Optionee. Except
as otherwise expressly provided in the Plan, no adjustment shall be made for
dividends or other rights for which the record date is prior to the date such
stock certificate is issued.
9. TAX WITHHOLDING. No later than the date as of which part or all of
the value of any of the Option Shares first becomes includable in the Optionee's
gross income for Federal tax purposes, the Optionee shall make arrangements with
the Company in accordance with Section 8 of the Plan regarding the payment of
any Federal, state or local taxes required to be withheld with respect to the
income.
10. THE PLAN. In the event of any discrepancy or inconsistency between
this Agreement and the Plan, the terms and conditions of the Plan shall control.
11. MODIFICATION, EXTENSION AND RENEWAL OF OPTION. Subject to the terms
and conditions of the Plan, the Board may modify, extend or renew an Option, or
accept the surrender of an Option (to the extent not theretofore exercised),
provided that no such modification of an Option which adversely affects the
Optionee shall be made without the consent of the Optionee.
3
<PAGE>
12. MISCELLANEOUS. Notices hereunder shall be mailed or delivered to the
Company at its principal place of business and shall be mailed or delivered to
Optionee at the address set forth below or, in either case, at such other
address as one party may subsequently furnish to the other party in writing.
ENSYS ENVIRONMENTAL PRODUCTS, INC.
By: /s/ Robert E. Finnigan
-----------------------------------------
Member of the Compensation Committee of
the Board of Directors of EnSys
Environmental Products, Inc.
Receipt of the foregoing Option is acknowledged and its terms and
conditions are hereby agreed to:
/s/ Richard C. Birkmeyer
---------------------------------------
Optionee
Date: 12/30/96 Address:
-------- ---------------------------------
---------------------------------
----------------------------------
4
