As filed with the Securities and Exchange Commission on August 5, 1996
Registration No. 33-
============================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
__________________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
__________________
INTERSTATE NATIONAL DEALER SERVICES, INC.
(Exact name of registrant as specified in its charter)
Delaware 11-3078398
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification no.)
The Omni, Suite 700
333 Earle Ovington Boulevard
Mitchel Field, New York 11553
(516) 228-8600
(Address, including zip code and telephone number of principal executive
offices)
Interstate National Dealer Services, Inc.
Amended and Restated 1993 Employee Stock Option Plan
(Full title of the plan)
_________________________
Chester J. Luby
Chairman and Chief Executive Officer
Interstate National Dealer Services, Inc.
The Omni, Suite 700
333 Earle Ovington Boulevard
Mitchel Field, New York 11553
(Name, address, including zip code, of agent for service)
(516) 228-8600
(Telephone number, including area code,
of agent for service)
_________________________
Copies to:
Kenneth L. Henderson, Esq.
Robinson Silverman Pearce Aronsohn & Berman LLP
1290 Avenue of the Americas
New York, New York 10104
Approximate date of proposed sale to public:
From time to time after the effective date of this Registration Statement
CALCULATION OF REGISTRATION FEE
Title of
Each Proposed Proposed
Class of Maximum Maximum
Securities Amount Offering Aggregate Amount of
to be to be Price Offering Registration
Registered Registered(1) Per Unit(1) Price(1) Fee
__________ _____________ ___________ ___________ ____________
Shares of
Common
Stock, par
value $.01 344,000 $4.875 $1,667,000 $575
(1) Estimated solely for purposes of calculating the registration fee.
Pursuant to Rules 457(c) and 457(h), the offering price and
registration fee is computed on the basis of the average of the high
and low prices reported on the Nasdaq SmallCap Market on July 31, 1996.
<PAGE>
PART I
______
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Items 1 and 2. Plan Information; Registrant Information and Employee Plan
Annual Information
The documents containing the information specified in the
instructions to Part I of the Form S-8 will be sent or given to participants
in the Amended and Restated 1993 Employee Stock Option Plan, as amended, as
specified by Rule 428(b)(1). In addition, the statement required to be made
pursuant to Item 2 of Part I of the
Form S-8 shall be contained in the Section 10(a) prospectus.
PART II
_______
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
The following documents filed by Interstate National Dealer
Services, Inc., a Delaware corporation (the "Company"), with the Securities
and Exchange Commission (the "Commission") are incorporated in this
Registration Statement by reference:
1. The Company's Annual Report on Form 10-KSB for the year ended
October 31, 1995, filed with the Commission on January 17, 1996.
2. The Company's Quarterly Report on Form 10-QSB for the quarter
ended April 30, 1996, filed with the Commission on June 12, 1996.
3. The description of the Shares of Common Stock found in the
Company's registration statement on Form 8-A, File No. 1-12938 (the "Form 8-
A"), and the documents incorporated therein by reference, as amended by
Amendment No. 1 to the Form 8-A, filed with the Commission on April 14,
1994, and Amendment No. 2 to the Form 8-A, filed with the Commission on
April 21, 1994.
4. All documents filed subsequent to the filing date of this
Registration Statement with the Commission by the Trust or the Plan pursuant
to Section 13(a), 13(c) 14 or 15(d) of the Securities Exchange Act of 1934,
as amended (the "Exchange Act"), prior to the filing of a post-effective
amendment which indicates that all securities offered have been sold or
which deregisters all securities then remaining unsold, shall be deemed to
be incorporated by reference in the Registration Statement and to be part
thereof from the date of filing of such documents. Any statement contained
in a document incorporated or deemed to be incorporated herein by reference
shall be deemed to be modified or superseded for purposes of this
Registration Statement to the extent that a statement contained herein or in
any subsequently filed document which also is, or is deemed to be
incorporated by reference herein modifies or supersedes such prior
statement. Any statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this
Registration Statement, except as indicated herein.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
Section 145 of the Delaware General Corporation Law permits the
indemnification of directors, officers, employees and agents of Delaware
corporations in terms sufficiently broad to include indemnification under
certain circumstances for liabilities (including reimbursement for expenses
incurred) arising under the Securities Act. The Certificate of
Incorporation of the Company provides that the Company shall indemnify its
directors and officers to the fullest extent permitted by Delaware General
Corporation Law. The Company's By-Laws provide mandatory indemnification
rights to any officer or director of the Company who, by reason of the fact
that he or she is an officer or director of the Company, is involved in a
legal proceeding of any nature. Such indemnification rights include
reimbursement for expenses incurred by such officer of director in advance
of the final disposition of such proceeding in accordance with the
applicable provisions of the Delaware law. Insofar as indemnification for
liabilities arising under the Securities Act of 1933 (the "Securities Act")
may be permitted to officers, directors, or persons controlling the Company
pursuant to the foregoing provisions, the Company has been informed that in
the opinion of the Commission such indemnification is against public policy
as expressed in the Securities Act and is therefore unenforceable.
The Company maintains a standard policy of officers' and
directors' liability insurance
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
4.1 Amended and Restated Certificate of Incorporation of the
Company*
4.2 Form of Common Stock Certificate.*
4.3 Amended and Restated Bylaws of the Company.*
4.4 Interstate National Dealer Services, Inc.
Amended and Restated
1993 Employee Stock Option Plan, as amended.
5.1 Opinion of Robinson Silverman Pearce Aronsohn
& Berman LLP regarding legality.
23.1 Consent of Arthur Andersen LLP.
23.2 Consent of Robinson Silverman Pearce Aronsohn
& Berman LLP (included in Exhibit 5.1).
24.1 Power of Attorney (included on signature page
of this Registration Statement).
______________
* Incorporated by reference to Registration Statement on Form SB-2, File
No. 33-74222-NY.
Item 9. Undertakings.
1. The undersigned registrant hereby undertakes:
a. To file, during any period in which it offers or sells
securities, a post-effective amendment to this Registration Statement of
1993:
(1) To include any prospectus required by Section
10(a)(3) of the Securities Act;
(2) To reflect in the prospectus any facts or events
which, individually or in the aggregate, represent
a fundamental change in the information set forth
in the registration statement; and
(3) To include any additional or changed material
information on the plan of distribution;
provided, however, that paragraphs (1)(a)(i) and (1)(a)(ii) will not apply
if the information required to be included in a post-effective amendment by
those paragraphs is incorporated by reference from periodic reports filed by
the registrant under the Exchange Act.
b. That, for the purpose of determining any liability under the
Securities Act, to treat each post-effective amendment as a new registration
statement relating to the securities offered therein, and the offering of
such securities at that time to be the initial bona fide offering thereof.
c. To file a post-effective amendment to remove from
registration any of the securities that remain unsold at the termination of
the offering.
2. The undersigned registrant hereby further undertakes that, for
purposes of determining any liability under the Securities Act, each filing
of the registrant's annual report pursuant to Section 13(a) or Section 15(d)
of the Exchange Act that is incorporated by reference in this Registration
Statement shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.
3. Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, or
otherwise, the registrant has been advised that in the opinion of the
Commission such indemnification is against public policy as expressed in the
Securities Act and is, therefore, unenforceable. In the event that a claim
for indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer 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 and will be governed by the
final adjudication of such issue.
<PAGE>
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 Mitchel Field, New York, State of New York, on
the 5th day of August, 1996.
INTERSTATE NATIONAL DEALER SERVICES, INC.
(Registrant)
By: /s/ Chester J. Luby
__________________________________________________
Chester J. Luby
Chairman and Chief Executive Officer
SIGNATURES/ POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below does hereby constitute and appoint Chester J. Luby and Cindy
H. Luby and each and any one of them, his or her true and lawful attorney-
in-fact and agent, with full power of substitution and resubstitution, for
him or her and in his or her name, place and stead, in any and all
capacities, to sign any and all amendments (including, without limitation,
post-effective amendments) to this Registration Statement, and to file the
same, with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents, and each of them, full power and authority to
do and perform each and every act and thing requisite and necessary to be
done in and about the premises, as fully to all intents and purposes as he
or she might or could do in person, hereby ratifying and confirming all that
said attorneys-in-fact and agents or any of them, or their or his or her
substitutes or substitute, may lawfully do or cause to be done by virtue
hereof.
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
_________ _____ ____
/s/ Chester J. Luby
_____________________ Chairman of the Board August 5, 1996
Chester J. Luby (Principal Executive Officer)
/s/ Cindy H. Luby
_____________________ President and Director August 5, 1996
Cindy H. Luby (Chief Operating Officer)
/s/ Zvi D. Sprung
_____________________ Chief Financial Officer August 5, 1996
Zvi D. Sprung (Chief Accounting Officer)
/s/ Louis F. Dente
_____________________ Director July 31, 1996
Louis F. Dente
/s/Robert E. Schulman
_____________________ Director August 5, 1996
Robert E. Schulman
/s/ William H. Brown
_____________________ Director July 31, 1996
William H. Brown
EXHIBIT 4.4
INTERSTATE NATIONAL DEALER SERVICES, INC.
AMENDED AND RESTATED
1993 STOCK OPTION PLAN
RECITALS
(a) Interstate National Dealer Services, Inc., a Delaware
corporation (the "Company"), established the Company's 1993 Stock Option
Plan, which was adopted by the Board of Directors and approved by the
stockholders of the Company on May 5, 1993.
(b) The Company desires to encourage high levels of performance
by the individuals who are key to the success of the Company and to
encourage such individuals to remain in the employ of the Company and its
subsidiaries and affiliates by increasing their proprietary interest in the
Company's growth and success.
(c) To attain these ends, the Company formulated the 1993 Stock
Option Plan embodied herein to authorize the granting of incentive awards
through grants of stock options ("Options") to those individuals whose
judgment, initiative and efforts are responsible for the success of the
Company.
(d) The Company desires to amend and restate the 1993 Stock
Option Plan in its entirety to reflect (i) the elimination of the Company's
Class B Common Stock and (ii) an increase in the aggregate number of shares
of the Company's common stock, par value $.01 per share (the "Common
Stock"), which may be issued under the Options.
NOW, THEREFORE, the Company hereby constitutes, establishes and
adopts the following Amended and Restated 1993 Stock Option Plan (the
"Plan") and agrees to the following provisions:
ARTICLE 1.
PURPOSE OF THE PLAN
1.1. Purpose. The purpose of the Plan is to secure for the
Company the benefits of the additional incentive inherent in the ownership
of Common Stock by selected individuals whose judgment, initiative and
efforts are responsible for the success of the Company and its subsidiaries
and to help the Company and its subsidiaries and affiliates secure and
retain the services of such individuals. Options granted under the Plan
will be either "incentive stock options," intended to qualify as such under
the provisions of section 422 of the Internal Revenue Code of 1986, as from
time to time amended (the "Code"), or "nonqualified stock options." For
purposes of the Plan, the term "subsidiary" shall mean "subsidiary
corporation," as such term is defined in section 424(f) of the Code, and
"affiliate" shall have the meaning set forth in Rule 12b-2 of the Securities
Exchange Act of 1934, as amended (the "Exchange Act").
ARTICLE 2.
SHARES SUBJECT TO OPTIONS
2.1. Number of Shares. Subject to the adjustment provisions of
Section 6.10 hereof, the aggregate number of shares of Common Stock which
may be issued under Options, whether as incentive stock options or
nonqualified stock options, exercised under the Plan shall not exceed
684,000. If, and to the extent, that Options granted under the Plan
terminate, expire or are cancelled without having been exercised, new
Options may be granted under the Plan with respect to the shares of Common
Stock covered by such terminated, expired or cancelled Options; provided
that the granting and terms of such new Options shall in all respects comply
with the provisions of the Plan. No Options to purchase fractional shares
of Common Stock shall be granted or issued under the Plan.
2.2. Character of Shares. Shares of Common Stock delivered upon
the exercise of Options may be authorized and unissued Common Stock or
issued Common Stock held in the Company's treasury, or both.
2.3. Reservation of Shares. There shall be reserved at all times
for sale under the Plan an aggregate number of shares of Common Stock equal
to the maximum number of shares which may be purchased pursuant to Options
granted, or that may be granted, under the Plan.
ARTICLE 3.
ELIGIBILITY
3.1. Employees. Participants who receive Options under the Plan
shall consist of such key employees, directors, officers and consultants of
the Company or any of its subsidiaries or affiliates as the Committee, in
its sole discretion, shall select from time to time.
3.2. Ten Percent Stockholders. No Option may be granted to any
employee who, at the time of such grant, owns, directly or indirectly
(within the meaning of sections 422(b)(6) and 424(d) of the Code), stock
possessing more than ten percent (10%) of the total combined voting power of
all classes of stock of the Company or any of its subsidiaries, unless at
the time of such grant, (i) the option price is fixed at not less than 110%
of the Fair Market Value (as defined below) of the shares of the Common
Stock subject to the Option, determined on the date of the grant, and (ii)
the exercise of such Option is prohibited by its terms after the expiration
of five (5) years from the date such Option is granted.
ARTICLE 4.
ADMINISTRATION
4.1. Committee. The Plan shall be administered by a committee
(the "Committee") consisting of the members of the Board of Directors of the
Company (the "Board") elected thereto from time to time.
4.2. Procedures. The Committee is authorized, subject to the
provisions of the Plan, to establish such rules and regulations as it may
deem appropriate for the conduct of meetings and proper administration of
the Plan. All actions of the Committee shall be taken by majority vote of
its members.
4.3. Interpretation. Subject to the provisions of the Plan, the
Committee shall have authority, in its sole discretion, to interpret the
provisions of the Plan and, subject to the requirements of applicable law,
to prescribe, amend, and rescind the Committee's rules and regulations as
the Committee may deem necessary or advisable. All discussions made by the
Committee pursuant to the provisions of the Plan shall be final, conclusive
and binding on all persons, including the Company, its stockholders and
employees, and Plan participants.
ARTICLE 5.
OPTIONS
5.1. Grant of Options. The Committee shall determine, within the
limitations of the Plan, the employees, directors, officers and consultants
of the Company and its subsidiaries or affiliates to whom Options are to be
granted, the number of shares of Common Stock that may be purchased under
each such Option and the option price, and shall designate such Options at
the time of the grant as either "incentive stock options" or "nonqualified
stock options;" provided, however, that "incentive stock options" may only
be granted to employees of the Company.
All Options granted pursuant to the Plan shall be evidenced in
writing by stock option certificates ("Stock Option Certificates") in such
form and containing such terms and conditions as the Committee shall
determine which are not inconsistent with the provisions of the Plan, and,
with respect to any Stock Option Certificate granting Options which are
intended to qualify as "incentive stock options," are not inconsistent with
Section 422 of the Code. Granting of an Option pursuant to the Plan shall
impose no obligation on the recipient to exercise such Option. Any
individual who receives an Option pursuant to the Plan may hold more than
one Option granted pursuant to the Plan at the same time and may hold both
"incentive stock options" and "nonqualified stock options" at the same time.
5.2. Option Price. Subject to Section 3.2 hereof, the option
price per each share of Common Stock purchasable under any "Option" granted
pursuant to the Plan shall be determined by the Committee, but in no event
shall such price be less than the greater of 100% of the Fair Market Value
(as hereinafter defined) of such share of Common Stock on the date of the
grant of such Option, or the par value of such share.
ARTICLE 6.
GENERAL PROVISIONS
6.1. Option Period. Subject to Section 3.2, the period for which
an Option is exercisable shall be fixed by the Committee; provided, however
that no Option shall be exercisable after the expiration of ten (10) years
from the date such Option is granted. After the Option is granted, the
option period may not be reduced.
6.2. Fair Market Value. If the Common Stock is listed or
admitted to trading on a securities exchange registered under the Exchange
Act, the "Fair Market Value" of a share of Common Stock as of a specified
date shall mean the average of the daily closing prices per share of the
Common Stock for the ten consecutive trading days immediately preceding the
day as of which Fair Market Value is being determined. The closing price
for each day shall be the last sale price regular way or, in case no such
sale takes place on such day, the average of the closing bid and asked
prices regular way, in either case on the New York Stock Exchange, or, if
shares of the Common Stock are not listed or admitted to trading on the New
York Stock Exchange, on the principal national securities exchange on which
the shares are listed or admitted to trading, or if the shares are not so
listed or admitted to trading, the average of the highest reported bid and
lowest reported asked prices as furnished by the National Association of
Securities Dealers, Inc., through NASDAQ or through a similar organization
if NASDAQ is no longer reporting such information. If shares of the Common
Stock are not listed or admitted to trading on any exchange or quoted
through NASDAQ or any similar organization, the Fair Market Value shall be
equal to the Book Value (as defined below) per share determined by reference
to the Company's balance sheet as of the end of the calendar month
immediately preceding the date of determination. An Option shall be con-
sidered granted on the date the Committee acts to grant the Option or such
later date as the Committee shall specify. For the purposes of this Plan,
"Book Value" shall mean the consolidated net worth of the Company
attributable to the Common Stock determined in accordance with generally
accepted accounting principles consistently applied, except (i) without
regard to goodwill and other intangibles and (ii) excluding the amount of
any life insurance proceeds inuring to the benefit of the Company and the
cash surrender value of any life insurance policies under which the Company
is named beneficiary.
6.3. Exercise of Options. Options granted under the Plan shall
be exercised by the grantee thereof (the "Optionee") as to all or part of
the shares of Common Stock covered thereby, by the giving of written notice
of exercise to the Company, specifying the number of shares of Common Stock
to be purchased, accompanied by payment of the full purchase price for the
shares of Common Stock being purchased. Full payment of such purchase price
shall be made (i) in cash, or by certified check or bank check, (ii) with
the consent of the Committee, by delivery of a promissory note in favor of
the Company upon such terms and conditions as determined by the Committee,
(iii) with the consent of the Committee, by tendering previously acquired
shares of Common Stock (valued at its Fair Market Value, as determined by
the Committee as of the date of tender), or (iv) with the consent of the
Committee, by any combination of (i), (ii) and (iii); provided, however,
that payment may not be pursuant to (iii) above unless the Optionee shall
have owned the shares of Common Stock being tendered in payment for a period
of at least six months prior to the date of exercise of the Option. Such
notice of exercise, accompanied by such payment, shall be delivered to the
Company at its principal business office or such other office as the
Committee may from time to time direct, and shall be in such form,
containing such further provisions consistent with the provisions of the
Plan, as the Committee may from time to time prescribe. In no event may any
Option granted hereunder be exercised for a fraction of a share of Common
Stock. The Company shall effect the transfer of shares of Common Stock
purchased pursuant to an Option as soon as practicable, and, within a
reasonable time thereafter, such transfer shall be evidenced on the books of
the Company. No person exercising an Option shall have any of the rights of
a stockholder of the Company with respect to shares of Common Stock subject
to an Option until certificates for such shares of Common Stock shall have
been issued following the exercise of such Option. No adjustment shall be
made for cash dividends or other rights for which the record date is prior
to the date of issuance of such certificates.
6.4. Non-Transferability of Options. No Option shall be
assignable or transferable by the Optionee, other than by will or the laws
of descent and distribution, and may be exercised during the life of the
Optionee only by the Optionee or his guardian or legal representative.
6.5. Termination of Employment. In the event an Optionee shall
cease to be employed by either the Company or any of its subsidiaries or
affiliates (other than as a result of death or disability as provided
below), any Option(s) granted to him and not previously expired or exercised
shall be deemed cancelled and terminated on the date of such termination.
6.6. Death. In the event an Optionee dies while employed by the
Company or any of its subsidiaries or affiliates, any Option(s) granted to
him and not previously expired or exercised shall, to the extent exercisable
on the date of death, be exercisable by the estate of such Optionee or by
any person who acquired such Option by bequest or inheritance, at any time
within thirty (30) days after the death of the Optionee, unless earlier
terminated pursuant to its terms.
6.7. Disability. In the event an Optionee shall cease to be
employed by either the Company or any of its subsidiaries or affiliates due
to disability, such Optionee, or his guardian or legal representative, shall
have the unqualified right to exercise any Options which such Optionee was
eligible to exercise as of the first date of disability, at any time within
thirty (30) days after such termination of such employment, unless earlier
terminated pursuant to its terms. The term "disability" shall, for purposes
of this Plan, be defined in the same manner as such term is defined in
Section 22(e) of the Code.
6.8. Amendment and Modification of the Plan. The Board may, from
time to time, alter, amend, suspend or terminate the Plan as it shall deem
advisable, subject to any requirement for shareholder approval imposed by
applicable law; provided that the Board may not, without the approval of the
Company's shareholders, amend the Plan to (a) increase the number of Shares
that may be the subject of Options under the Plan (except for adjustments
pursuant to Section 6.10 hereof), (b) reduce the minimum option price
specified by Section 5.2 hereof, (c) increase the maximum permissible term
of any Option specified by Section 6.1 hereof or (d) remove responsibility
for administering the Plan from the Committee.
6.9. Tax Withholding. The Company shall notify the Optionee of
any income tax withholding requirements arising as a result of the exercise
of an Option. The Company shall have the right to require such Optionee to
pay such withholding taxes. If the Optionee shall fail to make such tax
payments as are required, the Company or its subsidiaries or affiliates
shall, to the extent permitted by law, have the right to deduct any such
taxes from any payment of any kind otherwise due to such Optionee or to take
such other action as may be necessary to satisfy such withholding
obligations.
6.10. Adjustments. In the event that the Committee shall
determine that any dividend or other distribution (whether in the form of
cash, shares of Common Stock, other securities, or other property),
recapitalization, stock split, reverse stock split, reorganization, merger,
consolidation, split-up, spin-off, combination, repurchase, or exchange of
shares of Common Stock or other securities, the issuance of warrants or
other rights to purchase shares of Common Stock or other securities, or
other similar corporate transaction or event affects the shares of Common
Stock with respect to which Options have been or may be issued under the
Plan, such that an adjustment is determined by the Committee to be
appropriate in order to prevent dilution or enlargement of the benefits or
potential benefits intended to be made available under the Plan, then the
Committee shall, in such manner as the Committee may deem equitable, adjust
any or all of (i) the number and type of shares of Common Stock that
thereafter may be made the subject of Options, (ii) the number and type of
shares of Common Stock subject to outstanding Options, and (iii) the grant
or exercise price with respect to any Option, or, if deemed appropriate,
make provision for a cash payment to the holder of any outstanding Option;
provided, in each case, that with respect to incentive stock options, no
such adjustment shall be authorized to the extent that such adjustment would
cause such options to violate Section 422(b) of the Code or any successor
provision; and provided further, that the number of shares of Common Stock
subject to any Option denominated in shares of Common Stock shall always be
a whole number.
6.11. Right of Discharge Reserved. Nothing in the Plan nor the
grant of an Option hereunder shall confer upon any employee or other
individual the right to continue in the employment or service of the Company
or any subsidiary or affiliate of the Company or affect any right that the
Company or any subsidiary or affiliate of the Company may have to terminate
the employment or service of (or to demote or to exclude from future Options
under the Plan) any such employee or other individual at any time for any
reason. Except as specifically provided by the Committee, the Company shall
not be liable for the loss of existing or potential profit from an Option
granted in the event of termination of an employment or other relationship
even if the termination is in violation of an obligation of the Company or
any subsidiary or affiliate of the Company to the Optionee.
6.12. Nature of Payments. All Options made pursuant to the Plan
are in consideration of services performed for the Company or any subsidiary
of the Company. Any gain realized pursuant to Options constitutes a special
incentive payment to the Optionee and shall not be taken into account as
compensation for purposes of any of the employee benefit plans of the
Company or any subsidiary or affiliate of the Company except as may be
determined by the Board or by the board of directors of the applicable
subsidiary or affiliate of the Company.
6.13. Severability. If any provision of the Plan shall be held
unlawful or otherwise invalid or unenforceable in whole or in part, such
unlawfulness, invalidity or unenforceability shall not affect any other
provision of the Plan or part thereof, each of which remain in full force
and effect. If the making of any payment or the provision of any other
benefit required under the Plan shall be held unlawful or otherwise invalid
or unenforceable, such unlawfulness, invalidity or unenforceability shall
not prevent any other payment or benefit from being made or provided under
the Plan, and if the making of any payment in full or the provision of any
other benefit required under the Plan in full would be unlawful or otherwise
invalid or unenforceable, then such unlawfulness, invalidity or unenforce-
ability shall not prevent such payment or benefit from being made or
provided in part, to the extent that it would not be unlawful, invalid or
unenforceable, and the maximum payment or benefit that would not be
unlawful, invalid or unenforceable shall be made or provided under the Plan.
6.14. Gender and Number. In order to shorten and to improve the
understandability of the Plan document by eliminating the repeated usage of
such phrases as "his or her", any masculine terminology herein shall also
include the feminine, and the definition of any term herein in the singular
shall also include the plural except when otherwise indicated by the
context.
6.15. Captions. The captions in this Plan are for convenience of
reference only, and are not intended to narrow, limit or affect the
substance or interpretation of the provisions contained herein.
6.16. Governing Law. The Plan and all determinations made and
actions taken thereunder, to the extent not otherwise governed by the Code
or the laws of the United States, shall be governed by the laws of the State
of Delaware and construed accordingly.
6.17. Effective Date and Termination of Plan. (a) The Plan
shall become effective on the earlier of (i) the date of its adoption by the
Board, and (ii) the date of approval of the Plan by the Company's
stockholders.
(b) Options may be granted under the Plan at any time and from
time to time on or prior to the tenth anniversary of the effective date of
the Plan as set forth in Section 6.17(a) hereof, on which date the Plan will
expire except as to Options then outstanding under the Plan. Such
outstanding Options shall remain in effect until they have been exercised or
terminated, or have expired.
<PAGE>
INTERSTATE NATIONAL DEALER SERVICES, INC.
AMENDMENT TO
AMENDED AND RESTATED
1993 STOCK OPTION PLAN
Paragraph 2.1 of the Amended and Restated 1993 Stock Option Plan
of Interstate National Dealer Services, Inc., a Delaware corporation (the
"Company"), adopted on January 7, 1994 by the Board of Directors and
approved by the stockholders of the Company on such date, is hereby deleted
in its entirety and the following substituted in lieu thereof:
2.1 Number of Shares. Subject to the adjustment provisions of
Section 6.10 hereof, the aggregate number of shares of Common Stock which
may be issued under Options, whether as incentive stock options or
nonqualified stock options, exercised under the Plan shall not exceed
350,000. If, and to the extent, that Options granted under the Plan
terminate, expire or are cancelled without having been exercised, new
Options may be granted under the Plan with respect to the shares of Common
Stock covered by such terminated, expired or cancelled Options; provided
that the granting and terms of such new Options shall in all respects comply
with the provisions of the Plan. No Options to purchase fractional shares
of Common Stock shall be granted or issued under the Plan.
<PAGE>
INTERSTATE NATIONAL DEALER SERVICES, INC.
AMENDMENT TO
AMENDED AND RESTATED
1993 STOCK OPTION PLAN, AS AMENDED
Paragraph 2.1 of the Amended and Restated 1993 Stock Option Plan,
as amended, of Interstate National Dealer Services, Inc. a Delaware
corporation (the "Company"), adopted on January 7, 1994 by the Board of
Directors of the Company and approved by the stockholders on such date, as
amended on June 27, 1994, is hereby deleted in its entirety and the
following substituted in lieu thereof:
2.1 Number of Shares. Subject to the adjustment provisions
of Section 6.10 hereof, the aggregate number of shares of Common
Stock which may be issued under Options, whether as incentive
stock options or nonqualified stock options, exercised under the
Plan shall not exceed 344,000. If, and to the extent, that
Options granted under the Plan terminate, expire or are cancelled
without having been exercised, new Options may be granted under
the Plan with respect to the shares of Common Stock covered by
such terminated, expired or cancelled Options; provided that the
granting and terms of such new Options shall in all respects
comply with the provisions of the Plan. No Options to purchase
fractional shares of Common Stock shall be granted or issued under
the Plan.<PAGE>
INTERSTATE NATIONAL DEALER SERVICES, INC.
AMENDMENT TO
AMENDED AND RESTATED
1993 STOCK OPTION PLAN, AS AMENDED
The Amended and Restated 1993 Stock Option Plan, as amended, of
Interstate National Dealer Services, Inc. a Delaware corporation (the
"Company"), adopted on January 7, 1994 by the Board of Directors of the
Company and approved by the stockholders on such date, as amended on June
27, 1994, and as further amended on January 3, 1995, is hereby amended as
follows:
1. Paragraph 6.5 of the Plan is hereby deleted in its entirety and
the following substituted in lieu thereof:
6.5. Termination of Employment. In the event an Optionee shall
cease to be employed by either the Company or any of its subsidiaries or
affiliates (other than as a result of death or disability as provided
below), any Option(s) granted to him and not previously expired or exercised
shall be deemed cancelled and terminated on the date of such termination,
unless the Committee decides, in its sole discretion, to extend the term of
the Option for a period not to exceed three months after the date of such
termination; provided, however, that in no instance may the term of the
Option, as so extended, exceed the maximum term set forth in Section 3.2(ii)
or 6.1.
2. Paragraph 6.6 of the Plan is hereby deleted in its entirety and
the following substituted in lieu thereof:
6.6. Death. In the event an Optionee dies while employed by the
Company or any of its subsidiaries or affiliates, any Option(s) granted to
him and not previously expired or exercised shall, to the extent exercisable
on the date of death, be exercisable by the estate of such Optionee or by
any person who acquired such Option by bequest or inheritance, at any time
within one year after the death of the Optionee, unless earlier terminated
pursuant to its terms, provided, however, that if the term of such Option
would expire by its terms within six months after the Optionee's death, the
term of such Option shall be extended until six months after the Optionee's
death, provided further, however, that in no instance may the term of the
Option, as so extended, exceed the maximum term set forth in Section 3.2(ii)
or 6.1.
3. Paragraph 6.7 of the Plan is hereby deleted in its entirety and
the following substituted in lieu thereof:
6.7. Disability. In the event an Optionee shall cease to be
employed by the Company or any of its subsidiaries or affiliates
due to disability, such Optionee, or his guardian or legal
representative, shall have the unqualified right to exercise any
Option(s) which have not been previously exercised or expired and
which such Optionee was eligible to exercise as of the first date
of disability (as determined by the Committee), at any time within
one year after such termination of employment, unless earlier
terminated pursuant to its terms, provided, however, that if the
term of such Option would expire by its terms within six months
after such termination, the term of such Option shall be extended
until six months after such termination, provided further,
however, that in no instance may the term of the Option, as so
extended, exceed the maximum term set forth in Section 3.2(ii) or
6.1. The term "disability" shall, for purposes of this Plan, be
defined in the same manner as such term is defined in Section
22(e) of the Code.
EXHIBIT 5.1
August 5, 1996
Interstate National Dealer Services, Inc.
333 Earle Ovington Boulevard, Suite 700
Mitchel Field, New York 11553
Ladies and Gentlemen:
We refer to the Registration Statement on Form S-8
(the "Registration Statement") to be filed by Interstate
National Dealer Services, Inc., a Delaware corporation (the
"Company"), on or about the date hereof with the Securities and
Exchange Commission (the "Commission") in connection with the
registration under the Securities Act of 1933, as amended (the
"Securities Act"), of 344,000 shares of the Company's common
stock, $.01 par value per share (the "Common Stock"), reserved
for issuance pursuant to the terms of the Company's Amended and
Restated 1993 Employee Stock Option Plan, as amended (the
"Plan").
We are familiar with the Amended and Restated Certificate of
Incorporation and the Amended and Restated Bylaws of the Company, and
have examined copies of the Plan, the resolutions adopted by the Company's
Board of Directors and actions by the Company's stockholders pertaining to
the Plan, and originals or copies, certified or otherwise identified to our
satisfaction, of such other documents, evidence of corporate action,
certificates and other instruments, and have made such other
investigations of law and fact, as we have deemed necessary or
appropriate for the purposes of this opinion.
Based upon the foregoing, it is our opinion that the
344,000 shares of Common Stock reserved for issuance pursuant to
the terms of the Plan have been duly authorized and, when issued
in accordance with the terms of the Plan and upon payment of the
purchase price therefor, will be validly issued, fully paid and
non-assessable.
We hereby consent to the use of this opinion in the
Registration Statement. In giving this consent, we do not
thereby admit that we come within the category of persons whose
consent is required under Section 7 of the Securities Act or the
Rules and Regulations of the Commission thereunder.
Very truly yours,
ROBINSON SILVERMAN PEARCE
ARONSOHN & BERMAN LLP
EXHIBIT 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the
incorporation by reference in this Form S-8 registration
statement of our report dated January 4, 1996 included in the
Interstate national Dealer Services, Inc. Form 10-KSB for the
year ended October 31, 1995 and to al references to our Firm
included in this Form S-8 registration statement.
ARTHUR ANDERSEN LLP
Melville, New York
August 5, 1995
