Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
--------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
--------------------
LINDA'S DIVERSIFIED HOLDINGS INC.
(Exact name of registrant as specified in its charter)
--------------------
Delaware 22-3280395
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
11 Commerce Drive
Cranford, New Jersey 07016
(908) 276-2080
(Address, including zip code, and telephone
number, including area code, of registrant's
principal executive office)
LINDA'S DIVERSIFIED HOLDINGS INC.
1995 STOCK OPTION PLAN
(Full Title of Plan)
--------------------
PETER WEISSBROD
President and Chief Executive Officer
LINDA'S DIVERSIFIED HOLDINGS INC.
11 Commerce Drive
Cranford, New Jersey 07016
(908) 276-2080
(name and address, including zip code and telephone number,
including area code, of agent for service)
--------------------
Copies to:
Joseph L. Cannella, Esq.
Joseph D. Alperin, Esq.
Fischbeino Badillo Wagner Harding
909 Third Avenue
New York, New York 10022
(212) 826-2000
--------------------
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
<S> <C> <C> <C> <C> <C>
====================================================================================================================================
Proposed Maximum Proposed Maximum Amount of
Title of Each Class Amount to be Offering Price Aggregate Registration
of Securities to be Registered Registered Per Share Offering Price Fee
- ------------------------------------------------------------------------------------------------------------------------------------
Class A Common Stock, $.001 par value 600,000 $6.00 (1) $3,105,000(1) $941.00
====================================================================================================================================
(1) As of the date hereof, options to purchase 150,000 and 135,000 shares of
Class A Common Stock of the Registrant had been granted pursuant to the
1995 Stock Option Plan (the "1995 Plan") at the exercise prices of $3.75
and $6.00 per share, respectively. The registration fee for such 150,000
and 135,000 shares is based upon the $3.75 and $6.00 respective exercise
prices. The registration fee for the balance of the 600,000 shares of
Common Stock which may be granted pursuant to the 1995 Plan is based upon
the average of the high and low prices reported for the Class A Common
Stock of $5.50 per share on October 8, 1996, as prescribed by Rule 457(c)
under the Securities Act of 1933.
</TABLE>
<PAGE>
PART II
Item 3. Incorporation of Documents by Reference.
The following documents, which have been filed by Linda's Diversified
Holdings Inc. (formerly Linda's Flame Roasted Chicken Incorporated) (the
"Registrant") with the Securities and Exchange Commission (the "Commission"),
are hereby incorporated by reference in this Registration Statement:
(a) Annual Report on Form 10-KSB for the fiscal year ended December 31,
1995;
(b) Quarterly Report on Form 10-QSB for the quarterly period ended March
31, 1996;
(c) Quarterly Report on Form 10-QSB for the quarterly period ended June
30, 1996; and
(d) The description of the Registrant's Class A Common Stock contained in
its Registration Statement on Form 8-A filed pursuant to Section 12 of
the Exchange Act and declared effective on May 25, 1994, and any
amendment or report filed for the purpose of updating such
description.
All documents filed by the Registrant pursuant to Section 13(a), 13(c), 14
or 15(d) of the Securities Exchange Act of 1934 subsequent to the date of the
Registration Statement and 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 into this Registration Statement and to be a part hereof from the
respective dates of filing such documents.
The Registrant will provide without charge to any 1995 Plan participant, at
the request of such person, a copy of any or all of the foregoing documents
incorporated herein by reference (other than exhibits to such documents). Such
requests should be directed to Peter Weissbrod, 11 Commerce Drive, Cranford, New
Jersey 07016, telephone number (908) 276-2080.
Item 4. Description of Securities.
Not Applicable.
Item 5. Interests of Named Experts and Counsel.
Certain legal matters in connection with the Class A Common Stock offered
hereby will be passed upon for the Registrant by Fischbein Badillo Wagner
Harding, 909 Third Avenue, New York, New York 10022.
2
<PAGE>
Item 6. Indemnification of Directors and Officers.
Reference is made to Section 145 of the Delaware General Corporation Law
(the "DGCL") and Article Ninth of the Certificate of Incorporation of the
Company.
The Registrant is a Delaware corporation. Section 145 of the DGCL generally
provides that a corporation is empowered to indemnify any person who is made a
party to any threatened, pending or completed action, suit or proceeding by
reason of the fact that he is or was a director, officer, employee or agent of
the corporation or is or was serving, at the request of the corporation, in any
of such capacities of another corporation or other enterprise, if such director,
officer, employee or agent acted in good faith and in a manner he reasonably
believed to be in or not opposed to the best interests of the corporation, and,
with respect to any criminal action or proceeding, had no reasonable cause to
believe his conduct was unlawful. This statute describes in detail the right of
the Company to indemnify any such person.
Pursuant to Article Ninth of the Company's Certificate of Incorporation,
the Company shall indemnify, to the fullest extent permitted by the DGCL, any
person, including officers and directors, with regard to any action or
proceeding.
In addition, the Company is currently a party to indemnity agreements with
each of its directors and executive officers.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933, as amended (the "Act"), may be permitted to directors, officers or
persons controlling the Company, pursuant to the foregoing provisions, the
Company has been informed 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. See "Undertakings."
Item 7. Exemption From Registration Claimed.
Not Applicable.
Item 8. Exhibits.
Incorporated
by Reference Exhibit
to Exhibit Nos. Description of Exhibit
- ---------- ---- ----------------------
* 4 Linda's Diversified Holdings Inc.
1995 Stock Option Plan
* 5 Opinion of Fischbein Badillo Wagner Harding
* 23.1 Consent of Rothstein, Kass & Company, P.C.
* 23.2 Consent of Fischbein Badillo Wagner Harding
(included in Exhibit 5)
-----------
* Filed herewith.
3
<PAGE>
Item 9. Undertakings.
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 to:
(i) include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933, as amended (the "Act");
(ii) 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 this registration statement; and
(iii) include any material information with respect to the plan of
distribution not previously disclosed in this registration statement or
any material change to such information in this registration statement;
provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the registrant pursuant to
Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act") that are incorporated by reference in this registration
statement.
(2) That, for the purpose of determining any liability under the Act, each
such post-effective amendment shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering
of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(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.
(4) That, for purposes of determining any liability under the Act, each
filing of the registrant's annual report pursuant to Section 13(a) or
15(d) of the Exchange Act (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Exchange Act) that is incorporated by reference in the registration
statement shall be deemed to be a new registration statement relating
to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering
thereof.
(5) Insofar as indemnification for liabilities arising under the Act may
be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as
expressed in the Act, and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities (other than
the payment by the registrant of expenses incurred or paid by a
director, officer 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 Act and will be governed by the final adjudication of
such issue.
4
<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 The City of New York, State of New York, on the 15th day of
October, 1996.
LINDA'S DIVERSIFIED HOLDINGS INC.
(Registrant)
By: /s/ Peter Weissbrod
-----------------------------
Peter Weissbrod
President
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.
Date: October 15, 1996 /s/ Peter Weissbrod
---------------------------------------------------
Peter Weissbrod, President, Chief Executive Officer
and Director (Principal Executive Officer)
Date: October 15, 1996 /s/ Stuart Fuchsman
---------------------------------------------------
Stuart Fuchsman, Vice President, Chief Operating
Officer and Director
Date: October 15, 1996 /s/ Richard Goldberger
---------------------------------------------------
Richard Goldberger, Chairman of the Board of
Directors
Date: October 15, 1996 /s/ Greg Finkelstein
---------------------------------------------------
Greg Finkelstein, Treasurer and Comptroller
(Principal Financial and Accounting Officer)
Date: October 15, 1996 /s/ Lewis Levine
---------------------------------------------------
Lewis Levine, Director
---------------------------------------------------
Marc Roberts, Director
--------------------------------------------------
William Ozzard, Director
--------------------------------------------------
Ivan Szathmary, Director
5
<PAGE>
EXHIBIT INDEX
Exhibit No. Description of Exhibit Page No.
- ----------- ---------------------- --------
4 Linda's Diversified Holdings Inc.
1995 Stock Option Plan
5 Opinion of Fischbein Badillo Wagner Harding
23.1 Consent of Rothstein, Kass & Company, P.C.
23.2 Consent of Fischbein Badillo Wagner Harding
(included in Exhibit No. 5)
EXHIBIT 4
LINDA'S FLAME ROASTED CHICKEN INCORPORATED
1995 STOCK OPTION PLAN
1. Purpose of the Stock Option Plan
Linda's Flame Roasted Chicken Incorporated (the "Corporation") desires to
attract and retain the best available talent and to encourage the highest level
of performance. The Stock Option Plan (the "Stock Option Plan") is intended to
contribute significantly to the attainment of these objectives, by (i) providing
long-term incentives and rewards to all key employees of the Corporation
(including officers and directors who are key employees of the Corporation and
also including key employees of any subsidiary of the Corporation which may
include officers or directors of any subsidiary of the Corporation who are also
key employees of said subsidiary), and to non-employee directors, advisors and
independent consultants to the Corporation or to any of its subsidiaries
(together, "Eligible Individuals"), who are contributing or in a position to
contribute to the long-term success and growth of the Corporation or of any
subsidiary, (ii) assisting the Corporation and any subsidiary in attracting and
retaining Eligible Individuals with experience and ability and (iii) associating
more closely the interests of such Eligible Individuals with those of the
Corporation's stockholders.
2. Scope and Duration of the Stock Option Plan
Under the Stock Option Plan, options ("Options") to purchase Class A common
stock, par value $0.001 per share ("Common Stock"), may be granted to Eligible
Individuals. Options granted to employees (including officers and directors who
are employees) of the Corporation or a subsidiary corporation thereof, may, at
the time of grant, be designated by the Corporation's Board of Directors as
incentive stock options ("ISOs"), with the attendant tax benefits as provided
for under Sections 421 and 422 of the Internal Revenue Code of 1986, as amended
(the "Code") (options not designated as ISOs are referred to as Non-Qualified
Stock Options or "NQSOs"). The aggregate number of shares of Common Stock
reserved for grant from time to time under the Stock Option Plan is 600,000
shares of Common Stock which shares of Common Stock may be authorized but
unissued shares of Common or shares of Common Stock which shall have been or
which may be reacquired by the Corporation, as the Board of Directors of the
Corporation shall from time to time determine. Such aggregate numbers shall be
subject to adjustment as provided in Paragraph 11. If an Option shall expire or
terminate for any reason without having been exercised in full, the shares of
Common Stock represented by the portion thereof not so exercised or surrendered
shall (unless the Stock Option Plan shall have been terminated) become available
for other options under the Stock Option Plan. Subject to Paragraph 13, no
Option shall be granted under the Stock Option Plan after September 14, 2005.
The grant of an Option and/or a Right is sometimes referred to herein as an
Award thereof.
3. Administration of the Stock Option Plan
This Stock Option Plan will be administered by the Board of Directors of
the Corporation (the "Board of Directors").
The Board of Directors shall have authority in its discretion, subject to
and not inconsistent with the express provisions of the Stock Option Plan, to
direct the grant of Options, to determine the purchase price of the Common Stock
covered by each Option, the Eligible Individuals to whom, and the time or times
at which, Options shall be granted and, subject to the limits set forth in
paragraph 4 hereof, the number of shares of Common Stock to be covered by each
Option; to designate Options as ISOs; to interpret the Stock Option Plan; to
determine the time or times at which Options may be exercised; to prescribe,
amend and rescind rules and regulations relating to the Stock Option Plan,
including, without limitation, such rules and regulations as it shall deem
advisable so that transactions involving Options may qualify for exemption under
<PAGE>
such rules and regulations as the Securities and Exchange Commission may
promulgate from time to time exempting transactions from Section 16(b) of the
Securities Exchange Act of 1934; to determine the terms and provisions of and to
cause the Corporation to enter into, agreements with Eligible Individuals in
connection with Options (Awards) granted under the Stock Option Plan (the
"Agreements"), which Agreements may vary from one another as the Board of
Directors shall deem appropriate; and to make all other determinations it may
deem necessary or advisable for the administration of the Stock Option Plan.
The Board of Directors may by resolution, but need not, empower a committee
(the "Committee") of two or more directors, all of whom shall be disinterested
persons (as hereinafter defined), to administer the Stock Option Plan and may
similarly withdraw such power from the Committee. Members of the Committee shall
serve at the pleasure of the Board of Directors. The Committee shall have and
may exercise all of the powers of the Board of Directors under the Stock Option
Plan, other than the power to appoint a director to committee membership. A
majority of the Committee shall constitute a quorum, and acts of a majority of
the members present at any meeting at which a quorum is present shall be deemed
the acts of the Committee. The Committee may also act by instrument signed by a
majority of the members of the Committee.
Every action, decision, interpretation or determination by the Board of
Directors with respect to the application or administration of this Stock Option
Plan shall be final and binding upon the Corporation and each person holding any
Option granted under this Stock Option Plan.
4. Eligibility: Factors to be Considered in Granting Options
and Designating ISOs (Awards).
(a) Options may be granted only to (i) key employees (including officers
and directors who are employees) of the Corporation or any subsidiary
corporation thereof on the date of grant (Options so granted may be designated
as ISOs) and (ii) directors or officers of the Corporation or a subsidiary
corporation thereof on the date of grant, without regard to whether they are
employees, and (iii) consultants or advisers to or agents or independent
representatives of the Corporation or a subsidiary thereof. In determining the
persons to whom Options (Awards) shall be granted and the number of shares of
Common Stock to be covered by each Award, the Board of Directors shall take into
account the nature of the duties of the respective persons, their present and
potential contributions to the Corporation's (including subsidiaries) successful
operation and such other facts as the Board of Directors in its discretion shall
deem relevant. Subject to the provisions of Paragraph 2, an Eligible Individual
may receive Options (Awards) on more than one occasion under the Stock Option
Plan. No person shall be eligible for an Option grant if he shall have filed
with the Secretary of the Corporation an instrument waiving such eligibility;
provided that any such waiver may be revoked by filing with the Secretary of the
Corporation an instrument of revocation, which revocation will be effective upon
such filing.
(b) In the case of each ISO granted to an employee, the aggregate fair
market value (determined at the time the ISO is granted) of the Common Stock
with respect to which the ISO is exercisable for the first time by such employee
during any calendar year (under all plans of the Corporation and any subsidiary
corporation thereof) may not exceed $100,000.
-2-
<PAGE>
5. Option Price.
(a) The purchase price per share of the Common Stock covered by each Option
shall be established by the Board of Directors, but, in no event shall it be
less than the fair market value of a share of the Common Stock on the date the
Option is granted with respect to an ISO or 65% of the fair market value on the
date the option is granted with respect to Options other than ISOs. If, at the
time an Option is granted, the Common Stock is publicly traded such fair market
value shall be the closing price (or the mean of the latest bid and asked
prices) of a share of Common Stock on such date as reported in The Wall Street
Journal (or a publication or reporting service deemed equivalent to The Wall
Street Journal for such purpose by the Board of Directors) for the
over-the-counter market or for any national securities exchange or other
securities market which at the time the Common Stock is included in the stock
price quotations of such publication. If, at the time an Option is granted, the
Common Stock is not publicly traded, the Board of Directors shall make a good
faith attempt to determine such fair market value.
(b) In the case of an employee, who, at the time an ISO is granted, owns
stock possessing more than 10% of the total combined voting power of all classes
of the stock of the employer corporation or of its parent or a subsidiary
corporation thereof (a "10% Holder"), the purchase price of the Common Stock
covered by an ISO shall in no event be less than 110% of the fair market value
of the Common Stock at the time the ISO is granted.
6. Terms of Options.
The term of each Option shall be fixed by the Board of Directors, but in no
event shall it be less than 1 year or more than 10 years from the date of grant,
subject to earlier termination as provided in Paragraphs 9 and 10. The term of
an ISO granted to a 10% Holder shall be no more than 5 years from the date of
grant.
7. Exercise of Options.
(a) Subject to the provisions of the Stock Option Plan, an Option granted
to an employee under the Stock Option Plan shall become fully exercisable at the
earlier of (A) employee's actual retirement date, unless such retirement is
without the consent of the Board of Directors and is prior to the employee's
normal retirement date as determined under any qualified retirement plan
maintained by the Corporation at such time or, if no such plan is then in
effect, age 65 (but in no event prior to the first anniversary of the date of
grant), or (B) at such time or times as the Board of Directors in its sole
discretion shall determine at the time of the granting of the Option, except
that in no event shall any such Option be exercisable later than 10 years after
this grant. Notwithstanding anything in this Stock Option Plan to the contrary,
NQSOs may be exercised in such manner and at such time or times as the Board of
Directors in its sole discretion shall determine, except that in no event shall
any such Option be exercisable later than 10 years after this grant.
-3-
<PAGE>
(b) An Option may be exercised as to any or all full shares of Common Stock
as to which the Option is then exercisable.
(c) The purchase price of the shares of Common Stock as to which an Option
is exercised shall be paid in full in cash at the time of exercise; provided
that, if permitted by the related Option Agreement or by the Board of Directors,
the purchase price may be paid, in whole or in part, by surrender or delivery to
the Corporation of securities of the Corporation having a fair market value on
the date of the exercise equal to the portion of the purchase price being so
paid. Fair market value shall be determined as provided in Paragraph 5 for the
determination of such value on the date of the grant.
(d) Except as provided in Paragraphs 9 and 10, except as the Board of
Directors may determine in its absolute discretion, and as set forth in the
grantees' relevant Option Agreement, no Option may be exercised unless the
original grantee thereof is then an Eligible Individual, and unless the original
grantee has remained in the continuous employ, or been a director, officer,
consultant, adviser, agent or independent representative of the Corporation or
any such subsidiary corporation or any combination thereof for one year from the
date of its grant.
(e) The Option holder shall have the rights of a stockholder with respect
to shares of Common Stock covered by an Option only upon becoming the holder of
record of such shares of Common Stock.
(f) Notwithstanding any other provision of this Stock Option Plan, the
Corporation shall not be required to issue or deliver any share of stock upon
the exercise of an Option prior to the admission of such share to listing on any
stock exchange or automated quotation system on which the Corporation's Common
Stock may then be listed.
8. Nontransferability of Options.
No Options granted under the Stock Option Plan shall be transferable other
than by will or by the laws of descent and distribution, except that NQSOs may
be transferred to or for the benefit of (by trust) the spouse or lineal
descendants of a grantee while such grantee is entitled to exercise the Options,
subject to restrictions on transfer imposed by federal and state securities
laws, and if prior thereto the transferee agrees to be bound by the terms of the
Stock Option Plan and the Options, as the case may be ("Permitted Transferee").
Options may be exercised, during the lifetime of the holder, only by the holder,
or by his guardian or legal representative.
9. Termination of Relationship to the Corporation.
(a) In the event that any original grantee shall cease to be an Eligible
Individual of the Corporation (or any subsidiary thereof), except as set forth
in Paragraph 10, such Option may (subject to the provisions of the Stock Option
Plan) be exercised (to the extent that the original grantee was entitled to
exercise such Option at the termination of his employment or service as a
director, officer, consultant, adviser, agent or independent representative, as
the case may be) at any time within 90 days after such termination, but not more
than 10 years (five years in the case of a 10% Holder in the case of an ISO)
after the date on which such Option was granted or the expiration of the Option,
if earlier. In its sole and absolute discretion, the Board of Directors may
extend such 90-day time period with respect to a particular optionee and amend
the grantees relevant Option Agreement accordingly.
-4-
<PAGE>
Notwithstanding the foregoing, if the position of an original grantee shall
be terminated by the Corporation or any subsidiary thereof for cause or if the
original grantee terminates his employment or position voluntarily and without
the consent of the Corporation or any subsidiary corporation thereof, as the
case may be (which consent shall be presumed in the case of normal retirement),
the Options granted to such person, whether held by such person or by a
Permitted Transferee, shall, to the extent not theretofore exercised, forthwith
terminate immediately upon such termination. The holder of any ISO may not
exercise such Option unless at all times during the period beginning with the
date of grant of the ISO and ending on the day 90 days before the date of
exercise he is an employee of the Corporation granting such Option, a subsidiary
thereof, or a corporation or a subsidiary corporation issuing or assuming a
stock option in a transaction to which Section 425(a) of the Code applies.
(b) Other than as provided in Paragraph 9(a), Options granted under the
Stock Option Plan shall not be affected by any change of duties or position so
long as the holder remains an Eligible Individual.
(c) Any Option Agreement may contain such provisions, as the Board of
Directors shall approve, with reference to the determination of the date of
employment or other position or when a relationship terminates for purposes of
the Stock Option Plan and the effect of leaves of absence, which provisions may
vary from one another.
(d) Nothing in the Stock Option Plan or in any Option granted pursuant to
the Stock Option Plan shall confer upon any Eligible Individual or other person
any right to continue in the employ of the Corporation or any subsidiary
corporation thereof (or the right to be retained by, or have any continued
relationship with the Corporation or any subsidiary corporation thereof), or
affect the right of the Corporation or any such subsidiary corporation, as the
case me be, to terminate his employment, retention or relationship at any time.
The grant of any Option pursuant to the Stock Option Plan shall be entirely in
the discretion of the Board of Directors and nothing in the Stock Option Plan
shall be construed to confer on any Eligible Individual any right to received
any Option under the Stock Option Plan.
10. Death or Disability of Holder.
(a) Except as may be determined by the Board of Directors and as set forth
in the grantees relevant Option Agreement, if a person to whom an Option has
been granted under the Stock Option Plan shall die (and the conditions in
subparagraph (b) below are met) or become permanently and totally disabled (as
such term is defined below) while serving as an Eligible Individual and if the
Option was otherwise exercisable immediately prior to the happening of such
event then the period for exercise provided in Paragraph 9 shall be extended to
six months after the date of death of the original grantee, or in the case of
the permanent and total disability of the original grantee, to six months after
the date of permanent and total disability of the original grantee, but, in
either case, not more than 10 years (five years in the case of a 10% Holder in
the case of an ISO) after the date such Option was granted, or the expiration of
the Option, if earlier, as shall be prescribed in the original grantee's Option
Agreement, an Option may be exercised as set forth herein in the event of the
original grantee's death, by a Permitted Transferee or by the person or persons
to whom the holder's rights under the Option pass by will or applicable law, or
if no such person has such right, by his executors or administrators; or in the
event of the original grantee's permanent and total disability, by the holder or
his guardian.
(b) In the case of death of a person to whom an Option was originally
granted, the provisions of subparagraph (a) apply if such person dies (i) while
in the employ of the Corporation or a subsidiary corporation thereof or while
serving as an Eligible Individual of the Corporation or a subsidiary corporation
thereof or (ii) within 90 days after the termination of such position other than
termination for cause, or voluntarily on the original grantee's part and without
the consent of the Corporation or a subsidiary corporation thereof, which
consent shall be presumed in the case of normal retirement.
-5-
<PAGE>
(c) The term "permanent and total disability" as used above shall have the
meaning set forth in Section 22(e)(3) of the Code.
11. Adjustments upon Changes in Capitalization.
Notwithstanding any other provision of the Stock Option Plan, each
Agreement may contain such provisions as the Board of Directors shall determine
to be appropriate for the adjustment of the number and class of shares of Common
Stock covered by such Option, the Option prices and the number of shares of
Common Stock as to which Options shall be exercisable at any time, in the event
of changes in the outstanding Common Stock of the Corporation by reason of stock
dividends, split- ups, split-downs, reverse splits, recapitalizations, mergers,
consolidations, combinations or exchanges of shares, spin-offs, reorganizations,
liquidations and the like. In the event of any such change in the outstanding
Common Stock of the Corporation, the aggregate number of shares of Common Stock
as to which Options may be granted under the Stock Option Plan to any Eligible
Individual shall be appropriately adjusted by the Board of Directors, whose
determination shall be conclusive. In the event of (i) the dissolution,
liquidation, merger or consolidation of the Corporation or a sale of all or
substantially all of the assets of the Corporation, or (ii) the disposition by
the Corporation of substantially all of the assets or stock of a subsidiary of
which the original grantee is then an employee, officer or director, consultant,
adviser, agent or independent representative, or (iii) a change in control (as
hereinafter defined) of the Corporation has occurred or is about to occur, then,
if the Board of Directors shall so determine, each Option under the Stock Option
Plan, if such event shall occur with respect to the Corporation, or each Option
granted to an employee, officer, director, consultant, adviser, agent or
independent representative of a subsidiary respecting which such event shall
occur, shall (x) become immediately and fully exercisable or (y) terminate
simultaneously with the happening of such event, and the Corporation shall pay
the optionee in lieu thereof an amount equal to (a) the excess of the fair
market value over the exercise price of one share on the date on which such
event occurs, multiplied by (b) the number of shares subject to the Option,
without regard to whether the Option is then otherwise exercisable.
12. Effectiveness of the Stock Option Plan.
Options may be granted under the Stock Option Plan at any time or from time
to time after its adoption by the Board of Directors. The exercise of the
Options shall also be expressly subject to the condition that at the time of
exercise a registration statement under the Securities Act of 1933, as amended
(the "Act") shall be effective, or other provision satisfactory to the Board of
Directors shall have been made without violation of the Act, and such other
qualification under any state or federal law, rule or regulation as the
Corporation shall determine to be necessary or advisable shall have been
effected. If the shares of Common Stock issuable upon exercise of an Option are
not registered under the Act, and if the Board of Directors shall deem it
advisable, the Optionee may be required to represent and agree in writing (i)
that any shares of Common Stock acquired pursuant to the Stock Option Plan will
not be sold except pursuant to an effective registration statement under the Act
or an exemption from the registration provisions of the Act and (ii) that such
Optionee will be acquiring such shares of Common Stock for his own account and
not with a view to the distribution thereof and (iii) that the holder accepts
such restrictions on transfer of such shares, including, without limitation, the
affixing to any certificate representing such shares of an appropriate legend
restricting transfer as the Corporation may reasonably impose.
13. Termination and Amendment of the Stock Option Plan.
The Board of Directors of the Corporation may, at any time prior to the
termination of the Stock Option Plan, suspend, terminate, modify or amend the
Stock Option Plan; provided that any increase in the aggregate number of shares
-6-
<PAGE>
of Common Stock reserved for issue upon the exercise of Options, any increase in
the maximum number of shares of Common Stock for which Options may be granted to
any Eligible Individual during any period, any reduction in the purchase price
of the Common Stock covered by any Option, any extension of the period during
which Options may be granted or exercised, or any material modification in the
requirements as to eligibility for participation in the Stock Option Plan,
shall, if the Stock Option Plan is submitted to and approved by a majority of
the stockholders of the Corporation, be subject to the approval of stockholders,
except that any such increase, reduction or change that may result from
adjustments authorized by Paragraph 11 or adjustments based on revisions to the
Code or regulations promulgated thereunder (to the extent permitted by such
authorities) shall not require such stockholder approval. No suspension,
termination, modification or amendment of the Stock Option Plan may, without the
express written consent of the Eligible Individual (or his Permitted Transferee)
to whom an Option shall theretofore have been granted, adversely affect the
rights of such Eligible Individual (or his Permitted Transferee) under such
Option.
14. Financing for Investment in Stock of the Corporation.
The Board of Directors may cause the Corporation or any subsidiary to give
or arrange for financing, including direct loans, secured or unsecured, or
guaranties of loans by banks which loans may be secured in whole or in part by
assets of the Corporation or any subsidiary, to any Eligible Individual under
the Stock Option Plan as an incentive to the optionee becoming a new employee of
the Corporation, who shall have been so employed or so served for a period of at
least six months at the end of the fiscal year ended immediately prior to
arranging such financing; but the Board of Directors may, in any specific case,
authorize financing for an Eligible Individual who shall not have served for
such a period. Such financing shall be for the purpose of providing funds for
the purchase by the Eligible Individual of shares of Common Stock pursuant to
the exercise of an Option and/or for payment of taxes incurred in connection
with such exercise, and/or for the purpose of otherwise purchasing or carrying a
stock investment in the Corporation. The maximum amount of liability incurred by
the Corporation and its subsidiaries in connection with all such financing
outstanding shall be determined from time to time in the discretion of the Board
of Directors. Each loan shall bear interest at a rate not less than that
provided by the Code and other applicable law, rules, and regulations in order
to avoid the imputation of interest at a higher rate. Each recipient of such
financing shall be personally liable for the full amount of all financing
extended to him. Such financing shall be based upon the judgment of the Board of
Directors that such financing may reasonably be expected to benefit the
Corporation, and that such financing as may be granted shall be consistent with
the Certificate of Incorporation and By-laws of the Corporation or such
subsidiary, and applicable laws.
If any such financing is authorized by the Board of Directors, such
financing shall be administered by the Board of Directors.
15. Severability.
In the event that any one or more provisions of the Stock Option Plan or
any Agreement, or any action taken pursuant to the Stock Option Plan or such
Agreement, should, for any reason, be unenforceable or invalid in any respect
under the laws of the United States, any state of the United States or any other
government, such unenforceability or invalidity shall not affect any other
provision of the Stock Option Plan or of such or any other Agreement but in such
particular jurisdiction and instance the Stock Option Plan and the affected
Agreement shall be construed as if such unenforceable or invalid provision had
not been contained therein or if the action in question had not been taken
thereunder.
-7-
<PAGE>
16. Applicable Law.
The Stock Option Plan shall be governed and interpreted, construed and
applied in accordance with the laws of the State of Delaware.
17. Withholding.
A holder shall, upon notification of the amount due and prior to or
concurrently with delivery to such holder of a certificate representing such
shares of Common Stock, pay promptly any amount necessary to satisfy applicable
federal, state, local or other tax requirements.
18. Miscellaneous.
(1) The terms "parent," "subsidiary" and "subsidiary corporation" shall
have the meanings set forth in Sections 424 (e) and (f) of the Code,
respectively.
(2) There term "disinterested person" shall mean a person who is not at the
time he exercises discretion in administering the Stock Option Plan eligible and
has not at any time within one year prior thereto been eligible for selection as
a person to whom stock may be allocated or to whom stock options may be granted
pursuant to the Stock Option Plan or any other plan of the Corporation or any of
its affiliates entitling the participants therein to acquire stock or stock
options of the Corporation or any of its affiliates.
(3) The term "terminated for cause" shall mean termination by the
Corporation (or a subsidiary thereof) of the employment of or other relationship
with, the original grantee by reason of the grantee's (i) willful refusal to
perform his obligations to the Corporation (or a subsidiary thereof), or (ii)
willful misconduct, contrary to the interests of the Corporation (or a
subsidiary thereof), or (iii) commission of a serious criminal act, whether
denominated a felony, misdemeanor or otherwise. In the event of any dispute
whether a termination for cause has occurred, the Board of Directors may by
resolution resolve such dispute and such resolution shall be final and
conclusive on all parties.
(4) The term "change in control" shall mean an event or series of events
that would be required to be described as a change in control of the Corporation
in a proxy or information statement distributed by the Corporation pursuant to
Section 14 of the Securities Exchange Act of 1934, as amended, in response to
item 6(e) of Schedule 14A promulgated thereunder, or any substitute provision
which may hereafter be promulgated thereunder or otherwise adopted. The
determination whether and when a change in control has occurred or is about to
occur shall be made by the Board of Directors in office immediately prior to the
occurrence of the event or series of events constituting such change in control.
-8-
EXHIBIT 5
FISCHBEIN BADILLO WAGNER HARDING
October 15, 1996
Linda's Diversified Holdings Inc.
11 Commerce Drive
Cranford, New Jersey 07016
Re: Linda's Diversified Holdings Inc.
Registration Statement on Form S-8
1995 Stock Option Plan
----------------------------------
Dear Sirs:
As counsel to Linda's Diversified Holdings Inc. (formerly Linda's Flame
Roasted Chicken Incorporated), a Delaware corporation (the "Company"), we have
been requested to render this opinion for filing as Exhibit 5 to the Company's
Registration Statement on Form S-8 (the "Registration Statement"). Each term
used herein that is defined in the Registration Statement and not otherwise
defined herein, shall have the meaning specified in the Registration Statement.
The Registration Statement covers 600,000 shares of Class A Common Stock,
par value $.001 per share, which are issuable under the Company's 1995 Stock
Option Plan ("1995 Plan") pursuant to the exercise of options ("Options")
granted or to be granted thereunder.
We have examined the originals or photocopies or certified copies of such
records of the Company, certificates of officers of the Company and other
documents as we have deemed necessary or appropriate for the purpose of this
opinion. In such examination, we have assumed the genuineness of all signatures,
the authenticity of all documents submitted to us as originals, the conformity
to originals of all documents submitted to us as certified copies or photocopies
and the authenticity of the originals of such latter documents.
Based on our examination mentioned above, and such other investigations as
we have deemed necessary, we are of the opinion that the shares of Class A
Common Stock which are issuable under the 1995 Plan, including upon the exercise
of Options, will be, when issued and earned or paid for in the manner
contemplated under the 1995 Plan, legally and validly issued, fully paid and
nonassessable.
We hereby consent to the filing of this opinion as Exhibit 5 to the
Registration Statement.
Very truly yours,
Fischbein Badillo Wagner Harding
EXHIBIT 23.1
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
Linda's Diversified Holdings Inc.
Cranford, New Jersey
We hereby consent to the incorporation by reference in this Registration
Statement of Linda's Diversified Holdings Inc. on Form S-8 of our report dated
February 15, 1996 (except for Note 13 as to which the date is April 11, 1996)
with respect to the consolidated financial statements and schedules of Linda's
Diversified Holdings Inc. included in its Annual Report on Form 10-KSB for the
fiscal year ended December 31, 1995.
ROTHSTEIN, KASS & COMPANY, P.C.
Roseland, New Jersey
October 15, 1996
