As filed with the Securities and Exchange Commission on
March 18, 1997
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
WIZ TECHNOLOGY, INC.
(Exact name of registrant as specified in its charter)
Nevada 33-0560855
(State or other jurisdiction of (I.R.S. Employer Identifi-
incorporation or organization) cation Number)
32951 Calle Perfecto, San Juan Capistrano, California 92675
(Address of Principal Executive Offices) (Zip Code)
1992 Stock Option Plan, as amended
Stock Compensation Plan, as amended
Non-Qualified Stock Options
(Full Title of the plans)
Mar Jeanne Tendler, Chief Executive Officer, WIZ Technology, Inc.
32951 Calle Perfecto, San Juan Capistrano, California 92675
(Name and address of agent for service)
(714) 443-3000
(Telephone number, including area code, of agent for service)
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
Proposed
securities Proposed maximum
to be Amount to be maximum offering aggregate offering Amount of
registered registered price per unit price registration fee
<S> <C> <C> <C> <C> <C> <C>
Common Stock(1) 3,800,000 $.90625 (2) $3,443,750 $1,043.56
</TABLE>
Notes included on Page 2
<PAGE>
(1) Includes up to 1,200,000 shares issuable upon exercise of employee stock
options and includes reoffers of such shares; 500,000 shares issuable
under the Stock Compensation Plan and reoffers of such shares; and
2,100,000 shares issuable upon exercise of non-qualifed stock options and
reoffers of such shares. Does not include any shares registered on Form
S-8, File No. 33-62880.
(2) The registration fee is based upon the average of the closing bid and
price of the common stock as reflected on the Electronic Bulletin Board
on March 14, 1997.
In the event any options outstanding lapse or are forfeited pursuant to
the 1992 Stock Option Plan (the "Plan"), the options and shares related thereto
would again be available for issuance and sale pursuant to this registration
statement under the Plan.
<PAGE>
PROSPECTUS
WIZ TECHNOLOGY, INC.
Up to 3,800,000 Shares of Common Stock
Including shares Receivable by Directors and Officers and Other
Under the 1992 Stock Option Plan, Stock Compensation Plan and Non-Qualified
Stock Options and Reoffered by Means of this Prospectus
Selling shareholders will offer their shares on the Electronic Bulletin
Board or on a national securities exchange or NASDAQ if the common stock is then
listed on an exchange or NASDAQ. Selling shareholders listed herein are required
to sell their shares in accordance with the volume limitations of Rule 144 under
the Securities Act of 1933, which restricts sales in any three month period to
the greater of 1% of the total outstanding common stock or the average weekly
trading volume of the Company's common stock during the four calendar weeks
immediately preceding such sale. It is expected that persons effecting
transactions will be paid the normal and customary commissions for market
transactions.
Pursuant to Rule 429, this prospectus also relates to a registration
statement on Form S-8, File No. 33-62880.
AVAILABLE INFORMATION
Wiz Technology, Inc. (the "Company") is subject to the informational
requirements of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), and in accordance therewith files reports and other information with the
Securities and Exchange Commission (the "Commission"). Such reports, as well as
proxy statements and other information filed by the Company with the Commission,
can be inspected and copied at the public reference facilities maintained by the
Commission at 450 Fifth Street, N.W., Room 1024, Washington, D.C. 20549, and at
its Regional Offices located at 150 Causeway Street, Boston, Massachusetts
02114, 1375 Peachtree Street N.E., Suite 788, Atlanta, Georgia 30367, 411 West
Seventh Street, 8th Floor, Fort Worth, Texas 76102, 410 Seventeenth Street,
Suite 700, Denver, Colorado 80202, 600 Arch Street, Room 2204, Federal Building,
Philadelphia, Pennsylvania 19106, 7 World Trade Center, New York, New York
10048, 5757 Wilshire Boulevard, Los Angeles, California 90036-3648, and Everett
McKinley Dirksen Building, Northwestern Atrium Center, 500 West Madison Street,
Chicago, Illinois 60661.
SELLING STOCKHOLDERS
The following table sets forth information regarding the beneficial
ownership of common stock owned by each officer and director of the Company and
other persons selling common stock pursuant to this Prospectus and all officers
and directors of the Company as a group selling common stock pursuant to this
Prospectus as of February 28, 1997 and after giving effect to the sale of common
stock pursuant to this Prospectus. Unless otherwise indicated, each of the
stockholders has sole voting and investment power with respect to shares
beneficially owned. The following list does not include non-affiliates.
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<PAGE>
<TABLE>
<CAPTION>
Before Offering After Offering
Name and Address Number Number
of Beneficial Owner(1) of Shares Percent of Shares Percent
<S> <C> <C> <C> <C>
Mar-Jeanne Tendler 2,078,000(2)(3)(4) 21.1% 1,278,000(3) 13.0%
32951 Calle Perfecto
San Juan Capistrano, CA 92675
Arthur S. Tendler 1,972,100(2)(4) 20.0% 1,172,800 12.0%
32951 Calle Perfecto
San Juan Capistrano, CA 92675
Bruce Allen Gilgen 1,665,000(4) 17.0% 890,000 9.0%
32951 Calle Perfecto
San Juan Capistrano, CA 92675
Richard Nance 20,000 (5) * *
San Juan Capistrano, CA 92675
All officers and directors
as a group (4 persons) 5,735,800(2)(3)(4)(5) 58.1% 3,340,800 34.0%
</TABLE>
* less than 1%
(1) As used in this table, "beneficial ownership" means the sole or shared
power to vote, or to direct the voting of, a security, or the sole or
shared investment power with respect to a security (i.e., the power to
dispose of, or to direct the disposition of, a security). In addition, for
purposes of this table, a person is deemed, as of any date, to have
"beneficial ownership" of any security that such person has the right to
acquire within 60 days after such date.
(2) Mar-Jeanne and Arthur Tendler, husband and wife, disclaim beneficial
ownership of the shares held by the other.
(3) Includes 13,000 shares held by Mar-Jeanne Tendler as trustee for minor
relatives.
(4) Includes 800,000 shares issuable upon exercise of options by each of Mr.
and Mrs. Tendler and 775,000 shares
issuable upon exercise by Mr. Gilgen.
(5) Includes 20,000 shares issuable upon exercise of options held by Mr.Nance.
INFORMATION WITH RESPECT TO THE COMPANY
This Prospectus is accompanied by the Company's Annual Report on Form
10-KSB for the year ended July 31, 1996 and its Quarterly Report on Form 10-QSB
for the quarter ended January 31, 1997. These Annual and Quarterly Reports as
well as all other reports filed by the Company pursuant to Sections 13(a),
13(c), 14 or 15(d) of the Securities Exchange Act of 1934 are hereby
incorporated by reference in this Prospectus and may be obtained, without
charge, upon the oral or written request of any person to the Company at 32951
Calle Perfecto, San Juan Capistrano, California 92675, telephone (714) 443-3000.
INDEMNIFICATION
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 Act and is,
therefore, unenforceable.
3
<PAGE>
PART II
Item 3. Incorporation of Documents by Reference.
The Registrant incorporates the following documents by reference in
the registration statement:
(a) The Company's Annual Report on Form 10-KSB for the year ended
July 31, 1996 and its Quarterly Report on Form 10-QSB for the
quarter ended Janaury 31, 1997.
(b) All other reports filed pursuant to Section 13(a) or 15(d) of
the Exchange Act.
(c) A description of securities is incorporated by reference from
the Registrant's Registration Statement
on Form 10-SB, File No. 0-20910.
All other documents filed in the future by Registrant after the date
of this Registration Statement, under Section 13(a), 13(c), 14 and 15(d) of the
Securities Exchange Act of 1934, prior to the filing of a post-effective
amendment to this Registration Statement which deregisters the securities
covered hereunder which remain unsold, shall be deemed to be incorporated by
reference in this registration statement and to be a part hereof from the date
of filing of such documents.
Item 5. Interests of Named Experts and Counsel
The principal of Hand & Hand, Jehu Hand, who has provided an opinion
regarding the legality of the securities registered hereby, may be issued shares
under this registration statement.
Item 6. Indemnification of Officers and Directors
The Company's Bylaws and the Nevada General Corporation Law provide
for indemnification of directors and officers against certain liabilities.
Officers and directors of the Company are indemnified generally against expenses
actually and reasonably incurred in connection with proceedings, whether civil
or criminal, provided that it is determined that they acted in good faith, were
not found guilty, and, in any criminal matter, had reasonable cause to believe
that their conduct was not unlawful.
The Company's Articles of Incorporation further provides that a
director or officer of the corporation shall not be personally liable to this
corporation or its stockholders for damages for breach of fiduciary duty as a
director or officer, but this Article shall not eliminate or limit the liability
of a director or officer for (i) acts or omissions which involve intentional
misconduct, fraud or knowing violation of law or (ii) the unlawful payment of
dividends. Any repeal or modification of this Article by the stockholders of the
corporation shall be prospective only, and shall not adversely affect any
limitation on the personal liability of the director or officer of the
corporation for acts or omissions prior to such repeal or modification.
II-1
<PAGE>
Item 7. Exemption from Registration Claimed
Not applicable.
Item 8. Exhibits
3. Exhibits
3.1. Articles of Incorporation(2)
3.2 Bylaws(2)
3.3 Certificate of Amendment to Articles of Incorporation
changing name of registrant to
"WIZ Technology, Inc."(1)
4. Instruments defining rights of holders, including indentures.
4.1 Warrant Agreement between the Company and Strasbourger
Pearson
Tulcin Wolff(1)
5. Opinion of Hand & Hand, Consent included. (9)
10. Material Contracts
10.1 1992 Stock Option Plan, as amended(2)
10.2 Form of Stock Option Agreements with Mar-Jeanne
Tendler, Arthur S. Tendler and Bruce
Allen "Gil" Gilgen with Schedule of details,
as revised.(5)
10.3 Demand Promissory Note in favor of Elaine & Gerson
Lacoff(2) 10.5 Consulting Agreement with Dale Kostman (1)
10.7 Employment Agreement between the Company and Arthur S.
Tendler(1) 10.8 Employment Agreement between the Company and
Mar-Jeanne Tendler(1) 10.9 Employment Agreement between the
Company and Bruce Allen Gilgen(1) 10.10 Registration rights
agreements and schedule of beneficiaries(1) 10.12 Consulting
Agreement between the Company and Strasbourger Pearson Tulcin
Wolff(1) 10.13 Promissory Note from Company in favor of
Mar-Jeanne and Arthur Tendler(1) 10.14 Extension and
amendment of Promissory Note from Company in favor of
Mar-Jeanne and
Arthur Tendler(1)
10.15 Lease for the Company's executive offices(3)
10.16 Consulting Agreement between the Company and Stuart
Wertzberger(3) 10.17 Trust Agreement between Stuart
Wertzberger and the Company(3) 10.19 Consulting Agreement
between the Company and Jensen Consultants, Inc.(4) 10.20
Promissory note from Arthur Tendler dated July 31, 1995(4)
10.21 Form of Convertible Promissory Notes and schedule of
details(4) 10.22 Software Development and License Agreement
between the Company and Digital Systems
Research, Inc. dated March 8, 1996(6)(P)
10.23 Employment Agreement with Gary Wolfe(6)(P)
10.24 Covenant Not-to-Compete(6)
10.25 Form of Non-qualified Option Agreements with Mar-Jeanne
Tendler, Arthur S. Tendler
and Bruce Allen "Gil" Gilgen with schedule of details.(9)
16. Letter on change in certifying accountant
16.1 Letter from Corbin & Wertz(4)
16.2 Letter from Coopers & Lybrand L.L.P.(7)
16.3 Letter from Grant Thornton LLP (8)
II-2
<PAGE>
21. Subsidiaries of the small business issuer(6)
23. Consents of Experts and Counsel
23.1 Consent of Cacciamatta Accounting Corporation(9)
23.2 Consent of Hand & Hand included in Exhibit 5.
(1) Incorporated by reference to the Company's Registration Statement on
Form SB-2, filed on November
1, 1993
(2) Incorporated by reference to the Company's Registration Statement on
Form 10-SB, File No. 0-20910 (the
"Form 10")
(3) Incorporated by reference to the Company's Annual Report on Form 10-KSB
for the year ended July 31.
1994.
(4) Incorporated by reference to the Company's Annual Report on Form 10-KSB
for the year ended July 31,
1995.
(5) Incorporated by reference to the Company's Current Report on Form 8-K
dated March 12, 1996.
(6) Incorporated by reference to the Company's Registration Statement on
Form S-3, file no. 333-6423, filed
on June 20, 1996.
(7) Incorporated by reference to the Company's Current Report on Form 8-K
dated August 21, 1996.
(8) Incorporated by reference to the Company's Current Report on Form 8-K
dated December 12, 1996.
(9) Filed herewith.
All other Exhibits called for by Rule 601 of Regulation S-B are not
applicable to this filing.
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
the 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 the registration
statement;
(iii) To include any material information with
respect to the plan of distribution not
previously disclosed in the registration
statement or any material change to such
information in the registration statement,
including (but not limited to) any addition
or election of a managing underwriter.
(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
offered at that time shall be deemed to be the
initial bona fide offering thereof.
(3) To remove from registration by means of a
post-effective amendment any of the securities being
registered which remain unsold at the termination of
the offering.
II-3
<PAGE>
(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 15(d) of the Securities Exchange Act of
1934 (and, where applicable, each
filing of an employee benefit plan's annual report pursuant
to Section 15(d) of the Securities
Exchange Act of 1934) 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.
(i) 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 Act and is,
therefore, unenforceable. In the event tha
a claim for indemnification against
such liabilities (other than the payment by
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 that matter has been settled
by controlling precedent, submit to a court
of appropriate jurisdiction the
question whether such indemnification by it
is against public policy as
expressed in the Act and will be governed by
the final adjudication of such
issue.
II-4
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized in the City of San Juan Capistrano,
California, on March 14, 1997.
WIZ TECHNOLOGY, INC.
By: /s/ Mar Jeanne Tendler
Mar Jeanne Tendler
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, the
registration statement has been signed below by the following persons in the
capacities indicated on March 14, 1997.
/s/ Mar Jeanne Tendler Chief Executive Officer
Mar Jeanne Tendler (principal executive officer)and Director
/s/ Arthur Tendler President and Director
Arthur Tendler
/s/ Bruce Allen Gilgen Executive Vice President and Director
Bruce Allen Gilgen
/s/ Richard Nance Chief Financial Officer (principal accounting
Richard Nance and financial officer)
II-5
<PAGE>
March 17, 1997
Wiz Technology, Inc.
32951 Calle Perfecto
San Juan Capistrano, CA 92675
Re: Registration Statement on
Form S-8 ("Registration Statement")
Gentlemen:
You have requested our opinion as to the legality of the issuance by you
(the "Corporation") of 3,800,000 shares of common stock, par value $.001 per
share ("Shares"), including 1,200,000 shares issuable under the 1993 Stock
Option Plan (the "Plan") and 200,000 shares issuable under the Stock
Compensation Plan.
As your counsel, we have reviewed and examined:
1. The Articles of Incorporation of the Corporation, as certified
to us by the Nevada
Secretary of State;
2. The Bylaws of the Corporation;
3. The minute book of the Corporation;
4. A copy of certain resolutions of the corporation;
5. The Registration Statement;
6. The Plan; and
7. Such other matters as we have deemed relevant in order to form
our opinion.
In giving our opinion, we have assumed without investigation the
authenticity of any document or instrument submitted us as an original, the
conformity to the original of any document or instrument submitted to us as a
copy, and the genuineness of all signatures on such originals or copies.
<PAGE>
WIZ Technology, Inc.
March 17, 1997
Page -7-
Based upon the foregoing, we are of the opinion that the Shares to be
offered pursuant to the Registration Statement, if sold as described in the
Registration Statement, will be legally issued, fully paid and nonassessable,
provided that the Board of Directors or any committee thereof authorizes the
issuance thereof, and no less than par value is paid for any Shares.
No opinion is expressed herein as to the application of state securities
or Blue Sky laws.
This opinion is furnished by us as counsel to you and is solely for your
benefit. Neither this opinion nor copies hereof may be relied upon by, delivered
to, or quoted in whole or in part to any governmental agency or other person
without our prior written consent.
Notwithstanding the above, we consent to the reference to our firm name in
the Prospectus filed as a part of the Registration Statement and the use of our
opinion in the Registration Statement. In giving these consents, we do not admit
that we come within the category of persons whose consent is required under
Section 7 of the Securities and Exchange Commission promulgated thereunder.
Very truly yours,
HAND & HAND
WIZ TECHNOLOGY, INC.
OPTION AGREEMENT
Dated August 15, 1994
WIZ TECHNOLOGY, INC., a Nevada corporation (the "Company") hereby
grants to [same form for each of Arthur Tendler, Mar-Jeanne Tendler and Bruce
Gilgen] ("Holder") an option (the "Option") to purchase 100,000 shares of the
Company's Common Stock (the "Shares") at a purchase price and on the terms set
forth herein.
1. Exercise.
(a) Purchase Price. This Option, or any portion hereof,
is exercisable at a purchase price of $3.00 per Share (the "Purchase
Price").
(b) Time of Exercise. Subject to Section 2(c), this Option may
be exercised in whole or in part (but not as to a fractional shares) at the
office of the Company, at any time or from time to time, commencing on August
15, 1994, provided, however, that this Option shall expire and be null and void
if not exercised in the manner herein provided, by 5:00 p.m., local time, on
August 15, 1997 (the "Expiration Date").
(c) Manner of Exercise. This Option is exercisable at the
Purchase Price, payable, in cash or by check, to the order of the Company,
subject to adjustment as provided in Section 2 hereof. Upon surrender of this
Option, or a portion hereof, with the annexed Subscription Form duly executed,
together with payment of the Purchase Price for the Shares purchased (and any
applicable transfer taxes) at the Company's principal executive offices, the
Holder shall be entitled to receive a certificate or certificates for the Shares
so purchased.
(d) Delivery of Stock Certificates. As soon as practicable,
but not exceeding 30 days, after complete or partial exercise of this Option,
the Company, at its expense, shall cause to be issued in the name of the Holder
(or upon payment by the Holder of any applicable transfer taxes, the Holder's
assigns) a certificate or certificates for the number of fully paid and
non-assessable Shares to which the Holder shall be entitled upon such exercise,
together with such other stock or securities or property or combination thereof
to which the Holder shall be entitled upon such exercise, determined in
accordance with Section 2 hereof.
(e) Record Date of Issuance of Shares. Irrespective of
the date of issuance and delivery of certificates for any stock or
securities issuable upon the exercise of this Option, or any portion
hereof, each person (including a corporation or partnership) in
whose name any such certificate is to be issued shall for all
1
<PAGE>
purposes be deemed to have become the holder of record of the stock or other
securities represented thereby immediately prior to the close of business on the
date on which a duly executed Subscription Form containing notice of exercise of
this Option, or any portion hereof, and payment of the Purchase Price is
received by the Company.
2. Adjustments.
(a) Adjustment for Subdivisions, Combinations or Dividends. In
case the Company shall, at any time or from time to time, subdivide or combine
the outstanding shares of Common Stock or declare a dividend payable in Common
Stock, the exercise price of this Option in effect immediately prior to the
subdivision, combination or record date for such dividend payable in Common
Stock shall forthwith be proportionately increased, in the case of combination,
or decreased, in the case of subdivision or dividend payable in Common Stock,
and each share of Common Stock purchasable upon exercise of the Option shall be
changed to the number determined by dividing the then current exercise price by
the exercise price as adjusted after the subdivision, combination or dividend
payable in Common Stock.
(b) Adjustment for Certain Dividends and Distributions. In the
event the Company, at any time or from time to time, makes or fixes a record
date for the determination of holders of Common Stock, entitled to receive a
dividend or other distribution payable in securities of the Company, other than
shares of Common Stock, then and in each such event provisions shall be made so
that the Holder shall receive upon exercise of the Option, or any portion
hereof, in addition to the number of shares of Common Stock receivable
thereupon, the amount of securities of the Company which the Holder would have
received had its Option, or any portion hereof, been exercised into Common Stock
on the date of such event and had it thereafter, during the period from the date
of such event to and including the date of exercise, retained such securities
receivable by it as aforesaid during such period, subject to all other
adjustments called for during such period under this Section 2 with respect to
the rights of the Holder of the Option.
(c) Adjustment for Reclassification, Exchange and
Substitution. If the Common Stock issuable upon the exercise of the Option, or
any portion hereof, is changed into the same or a different number of shares of
any class or classes of stock, whether by recapitalization, reclassification or
otherwise (other than a subdivision or combination of shares or stock dividend
or a reorganization, merger, consolidation or sale of assets, provided for
elsewhere in this Section 2), then and in any such event the, Holder shall have
the right thereafter, upon exercise of the Option, or any portion hereof, to
receive the kind and amount of stock and other securities and property
receivable upon such recapitalization, reclassification or other change, in an
amount equal to the amount that the Holder would have been entitled to had the
Holder exercised the Option, or any portion hereof, immediately prior to such
recapitalization, reclassification or other change, but only to the
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<PAGE>
extent the Option, or any portion hereof, is actually exercised, all subject to
further adjustment as provided herein.
(d) Reorganizations, Mergers, Consolidations or Sales of
Assets. If at any time or from time to time there is a capital reorganization of
the Common Stock (other than a subdivision, combination, recapitalization,
reclassification or exchange of the Common Stock provided for elsewhere in this
Section 2) or merger or consolidation of the Company with or into another
corporation, or a sale of all or substantially all of the Company's properties
and assets to any other person then, as a part of such reorganization, merger,
consolidation or sale, provision shall be made so that the Holder shall
thereafter be entitled to receive, upon exercise of the Option, or any portion
hereof, (and only to the extent the Option is exercised), the number of shares
of stock or other securities or property of the Company, or of the successor
corporation resulting from such merger or consolidation or sale, to which a
holder of Common Stock, or other securities, deliverable upon the exercise of
this Option, or any portion hereof, would otherwise have been entitled on such
capital reorganization, merger, consolidation, or sale.
3. Restriction on Transfer.
(a) The Holder, by its acceptance hereof, represents, warrants,
covenants and agrees that (i) the Holder has knowledge of the business and
affairs of the Company, and (ii) this Option and the Shares issuable upon the
exercise of this Option, or any portion hereof, are being acquired for
investment and not with a view to the distribution hereof, and that absent an
effective registration statement under the Securities Act of 1933 ("Act"),
covering the disposition of this Option, or any portion hereof, or the Shares
issued or issuable upon exercise of this Option, or any portion hereof, they
will not be sold, transferred, assigned, hypothecated or otherwise disposed of
without first providing the Company with an opinion of counsel (which may be
counsel for the Company) or other evidence, reasonably acceptable to the
Company, to the effect that such sale, transfer, assignment, hypothecation or
other disposal will be exempt from the registration and prospectus delivery
requirements of the Act. The Holder consents to the making of a notation in the
Company's records or giving to any transfer agent of the Option or the Shares an
order to implement such restriction on transferability.
This Option and the Shares issuable upon the exercise of this Option,
or any portion hereof, shall bear the following legend or a legend of similar
import, provided, however, that such legend shall be removed, or not placed upon
the Option or the certificate or other instrument representing the Shares, as
the case may be, if such legend is no longer necessary to assure compliance with
the Act:
THESE SECURITIES HAVE NOT BEEN REGISTERED WITH THE UNITED
STATES SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES
COMMISSION OF ANY STATE BECAUSE THEY ARE BELIEVED TO BE EXEMPT FROM
3
<PAGE>
REGISTRATION UNDER SECTION 4(2) OF THE ACT. THE SECURITIES ARE "RESTRICTED" AND
MAY NOT BE RESOLD OR TRANSFERRED EXCEPT AS PERMITTED UNDER THE SECURITIES ACT OF
1933, AS AMENDED PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM.
(b) The Company agrees to register the Shares under the Act, at the
Company's cost and expense on a Form S-8 registration statement.
4. Payment of Taxes. All Shares issued upon the exercise of this
Option, or any portion hereof, shall be validly issued, fully paid and
non-assessable and the Company shall pay all taxes and other governmental
charges (other than income tax) that may be imposed in respect of the issue or
delivery thereof. The Company shall not be required, however, to pay any tax or
other charge imposed in connection with any transfer involved in the issue of
any certificate for Shares in any name other than that of the Holder surrendered
in connection with the purchase of such Shares, and in such case, the Company
shall not be required to issue or deliver any stock certificate until such tax
or other charge has been paid or it has been established to the Company's
satisfaction that no tax or other charge is due.
5. Reservation of Common Stock. The Company shall at all times reserve
and keep available out of its authorized but unissued shares of Common Stock,
solely for the purpose of issuance upon the exercise of this Option, or any
portion hereof, such number of shares of Common Stock as shall be issuable upon
the exercise hereof. The Company covenants and agrees that, upon exercise of
this Option, or any portion hereof, and payment of the Purchase Price thereof,
all shares of Common Stock issuable upon such exercise shall be duly and validly
issued, fully paid and non-assessable.
6. Notices to Holder. Nothing contained in this Option shall be
construed as conferring upon the Holder hereof the right to vote or to consent
or to receive notice as a shareholder in respect of any meetings of shareholders
for the election of directors or any other matter or as having any rights
whatsoever as a shareholder of the Company. All notices, requests, consents and
other communications hereunder shall be in writing and shall be deemed to have
been duly made when delivered or mailed by registered or certified mail, postage
prepaid, return receipt requested:
(a) If to the Holder, to the address of such Holder as
shown on the books of the Company; or
(b) If to the Company, to 32951 Calle Perfecto, San Juan
Capistrano, California 92675.
7. Replacement of Option. Upon receipt of evidence
reasonably satisfactory to the Company of the ownership of and the
loss, theft, destruction or mutilation of this Option and (in case
of loss, theft or destruction) upon delivery of an indemnity
agreement in an amount reasonably satisfactory to the Company, or
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(in the case of mutilation) upon surrender and cancellation of the mutilated
Option, the Company will execute and deliver, in lieu thereof, a new Option of
like tenor.
8. Successors. All the covenants, agreements,
representations and warranties contained in this Option shall bind
the parties hereto and their respective heirs, executors,
administrators, distributees, successors and assigns.
9. Change; Waiver. Neither this Option nor any term hereof
may be changed, waived, discharged or terminated orally but only by
an instrument in writing signed by the party against which
enforcement of the change, waiver, discharge or termination is
sought.
10. Headings. The section headings in this Option are
inserted for purposes of convenience only and shall have no
substantive effect.
11. Law Governing. This Option shall for all purposes be
construed and enforced in accordance with, and governed by, the
internal laws of the State of Nevada, without giving effect to
principles of conflict of laws.
IN WITNESS WHEREOF, the Company has caused this Option to be signed by
its duly authorized officer and this Option to be dated as of the date first
above written.
WIZ TECHNOLOGY, INC.
By:
Name:
Title:
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EXHIBIT A
SUBSCRIPTION FORM
(To be Executed by the Holder
in order to Exercise the Option)
The undersigned hereby irrevocably elects to exercise the right to
purchase ________ of the Shares covered by this Option, according to the
conditions hereof and herewith makes payment of the Purchase Price of such
Shares in full.
Signature
Name
Address:
Dated: _________________, 19__.
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CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in the registration statement on
Form S-8 of WIZ Technology, Inc. of our report dated January 28, 1997 on our
audit of the consolidated financial statements of WIZ Technology, Inc. as of and
for the year ended July 31, 1996, which report is included in this Annual Report
on Form 10-KSB.
CACCIAMATTA ACCOUNTANCY
CORPORATION
Irvine, California
March 3, 1997
<PAGE>
