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As filed with the Securities and Exchange Commission on March 20, 1998.
Registration No. 333-
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UNITED STATES SECURITIES & EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE ACT OF 1933
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LABORATORY SPECIALISTS OF AMERICA, INC.
(Exact Name of Registrant as Specified in its Charter)
OKLAHOMA 73-1451065
(State or other jurisdiction (I.R.S Employer Identification Number)
of incorporation or organization)
101 PARK AVENUE, SUITE 810
OKLAHOMA CITY, OKLAHOMA 73102
(Address of principal executive offices) (Zip Code)
LABORATORY SPECIALISTS OF AMERICA, INC. 1997 NON-QUALIFIED STOCK OPTION PLAN
(Full Title of the Plan)
MR. JOHN SIMONELLI
CHIEF EXECUTIVE OFFICER
LABORATORY SPECIALISTS OF AMERICA, INC.
101 PARK AVENUE, SUITE 810
OKLAHOMA CITY, OKLAHOMA 73102
(Name and Address of Agent For Service)
(405) 232-9800
(Telephone Number, Including Area Code, of Agent For Service)
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COPIES TO:
MR. MICHAEL E. DUNN, ESQ.
DUNN SWAN & CUNNINGHAM
2800 OKLAHOMA TOWER, 210 PARK AVENUE
OKLAHOMA CITY, OKLAHOMA 73102-5604
(405) 235-8318
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CALCULATION OF REGISTRATION FEE
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PROPOSED PROPOSED
MAXIMUM MAXIMUM
TITLE OF SECURITIES AMOUNT TO OFFERING AGGREGATE AMOUNT OF
TO BE BE PRICE OFFERING REGISTRATION
REGISTERED(1) REGISTERED PER SHARE(2) PRICE (2) FEE(3)
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Common Stock, $.001
par value 400,000 $4.63 $1,852,000 $547
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(1) In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this
Registration Statement also covers an indeterminate amount of shares of
Common Stock as a result of adjust in the number of securities issuable
upon exercise of stock options by reason of anti-dilution provisions of the
Laboratory Specialists of America, Inc. 1994 Stock Option Plan.
(2) The Offering Price has been estimated and the registration fee has been
computed pursuant to Rule 457(c) on the basis of the average of the closing
bid and asked prices of the Common Stock as quoted on the Nasdaq SmallCap
Market on March 18, 1998, which was $4.63.
(3) Calculated pursuant to rule 457(h)(1) on the basis of the average of the
reported high and low sale prices of shares of the Common Stock on the
Nasdaq SmallCap Market on March 18, 1998.
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PART I
INFORMATION REQUIRED IN SECTION 10(A) PROSPECTUS
PLAN INFORMATION
Laboratory Specialists of America, Inc. (the "Company") established the
Laboratory Specialists of America, Inc. 1997 Non-Qualified Stock Option Plan
(the "Plan") in October 1997. The Plan is not subject to any of the
provisions of the Employee Retirement Income Security Act of 1974.
The purpose of the Plan is to promote the interests of the Company by
providing key employees, non-employee members of the Board of Directors,
consultants and other independent contractors who provide valuable services
to the Company with the opportunity to acquire, or otherwise increase, their
proprietary interest in the Company as an incentive to remain in the service
to the Company.
The Plan provides for the grant of non-qualified stock options
("Options"), with or without stock appreciation rights ("SARs") to employees,
directors, independent contractors and consultants of the Company. The
Options do not qualify within the provisions of the Internal Revenue Code of
1986, as amended (the "Code"), and are not entitled to the favorable tax
consequences thereunder upon the grant and exercise afforded certain options
that so qualify under the Code. The total number of shares of common stock,
$.001 par value per share, of the Company (the "Common Stock") authorized
and reserved for issuance by the Company under the Plan is 400,000. The
Common Stock will be issued upon exercise of the Options granted pursuant to
the Plan.
ELIGIBILITY AND ADMINISTRATION
Options under the Plan may be granted only to persons ("Eligible
Persons") who at the time of grant are directors, executive officers, key
employees and independent contractors and consultants of the Company and its
subsidiaries.
The Board of Directors (the "Board") administers the Plan. The Board
has have the power where consistent with the general purpose and intent of
the Plan to (i) modify the requirements of the Plan to conform with the law
or to meet special circumstances not anticipated or covered in the Plan, (ii)
suspend or discontinue the Plan, (iii) establish policies, and (iv) adopt
rules and regulations and prescribe forms for carrying out the purposes and
provisions of the Plan. The Options are granted pursuant to the provisions
of stock option agreements (the "Stock Option Agreements"). The form and
provisions of the stock option agreements are determined by the Board.
Unless otherwise provided in the Plan, the Board has the authority to
interpret and construe the Plan, and determine all questions arising under
the Plan and any agreement made pursuant to the Plan. Any interpretation,
decision or determination made by the Board shall be final, binding and
conclusive upon the participants and the Company.
In designating and selecting Eligible Persons ("Participants") for
participation in the Plan, the Board may consult with and give consideration
to the recommendations and criticisms submitted by appropriate managerial and
executive officers of the Company. The Board also shall take into account
the duties and responsibilities of the Eligible Persons, their past, present
and potential contributions to the success of the Company and such other
factors as the Board shall deem relevant in connection with accomplishing the
purpose of the Plan. The maximum number of shares of stock for which an
employee-director may be granted Options in any calendar year shall not
exceed 25 percent of the aggregate number of shares of stock with respect to
which Options may be granted under the Plan.
GRANT AND EXERCISE OF OPTIONS
The terms and conditions of the Options granted to each Participant will
be set forth in the Stock Option Agreement evidencing the grant of such
Options. Options may be granted by the Board on the following terms and
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conditions. No Option shall be exercisable more than 10 years after the date
of grant. Subject to such limitation, the Board has the discretion to fix
the period during which any Option may be exercised. Options granted are
non-transferable except by will or by the laws of descent and distribution.
Options and Option SARs granted shall not be transferable except by will
or by the laws of descent and distribution or with the consent of the
Company. Options and Option SARs shall be exercisable only by the Participant
while serving as a director of the Company or a subsidiary or while actively
employed as an employee, an independent contractor or a consultant by the
Company or a subsidiary, except that (i) any such Option granted and which is
otherwise exercisable, may be exercised by the personal representative of a
deceased Participant within 12 months after the death of such Participant
(but not beyond the exercise period of such Option), (ii) if a Participant is
terminated as a director, an employee, an independent contractor or a
consultant of the Company or a subsidiary on account of (A) retirement, such
Participant may exercise any Option which is otherwise exercisable at any
time within three months of such date of termination, or (B) a disability,
such Participant may exercise any Stock Option which is otherwise exercisable
at any time within 12 months of such date of termination. If a Participant
dies during the applicable three-month or 12-month period following the date
of such Participant's retirement or termination on account of disability, the
rights of the personal representative of such deceased Participant as such
relate to any Options and Option SARs granted to such deceased Participant
shall have similar rights to exercise the Options and Option SARs during the
remainder of the three-month or 12-month period.
The Board, in its sole discretion, may permit a Participant who is
terminated as a non-employee director, an employee, an independent contractor
or a consultant due to retirement or disability, or upon the occurrence of
special circumstances (as determined by the Board), or the personal
representative of a deceased Eligible Person to exercise and purchase (within
three years of such termination) all or any part of the shares subject to
Option on the date of termination.
The exercise prices of Options are determined by the Board, but in no
event may such price be less than 85 percent of the fair market value of the
stock on the date of grant.
STOCK APPRECIATION RIGHTS
The Board may also grant SARs to Eligible Persons in connection with
Options granted under the Plan. SARs terminate at such time as the Board
determines and are exercisable only upon the exercise of the related Option.
Upon the exercise of a SAR, the holder is entitled to receive the excess
amount of the fair market value of the Stock, as of the date of exercise, for
which the SAR is exercised over the exercise price of the Option. The
Participant may request the method and combination of payment upon the
exercise of a SAR; however, the Board has the final authority to determine
whether the SAR shall be paid in cash or shares of stock or both. An amount
equal to the income tax resulting to the Company on the exercise of the SAR
is required to be paid to the Company at the time of exercise by the
Participant who exercises.
STOCK OPTION GRANTS
Options granted under the Plan are exercisable in such amounts, at such
intervals and upon such terms as the Participant's Stock Option Agreement
provides. The Option exercise price of the Common Stock is determined by the
Board, provided such exercise price may not be less than 85 percent of the
fair market value of the shares on the date of grant of the Option. The fair
market value of a share of the Common Stock is determined by averaging the
closing high bid and low asked quotations for such share on the date of grant
of the Option. Upon the exercise of an Option, the Option exercise must be
paid in full, in cash or in Common Stock or a combination of cash and Common
Stock in the event that the purchase is pursuant to exercise of rights under
an SAR which is attached to an Option and which is exercisable on the date of
exercise of the Option.
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Options granted under the Plan may not be exercised under any
circumstances 10 years from the date of grant. Subject to the foregoing,
Options are exercisable only by Participants who are directors, actively
employed as employees, independent contractors or consultants by the Company
or a subsidiary of the Company, except that Options may, with the consent of
the Board, be exercised at any time within three years after the
Participant's retirement, death, disability or the occurrence of other
special circumstances as determined by the Board, but in no event beyond the
expiration date of the Option. If a Participant's services as a director,
employment as an employee, independent contractor or a consultant by the
Company or its subsidiary terminates for any reason other than death,
disability or retirement, any Option granted to such Participant immediately
terminates, unless permitted to be exercised by the Board in its sole
discretion. No Option under the Plan may be granted after October 1, 2007.
Options are not transferable except by will or by the laws of descent and
distribution.
TERMINATION AND AMENDMENT
The Plan shall terminate at midnight, October 1, 2007, but prior thereto
may be altered, changed, modified, amended or terminated by written amendment
approved by the Board. Provided, that no action of the Board may amend the
Plan in any manner which would impair the applicability of Rule 16b-3 under
the Securities Exchange Act of 1934, as amended, to the Plan. No amendment,
modification or termination of the Plan may in any manner adversely affect
any Option theretofore granted under the Plan without the consent of the
Participant.
FEDERAL INCOME TAX CONSEQUENCES
No tax obligation will arise for the Participant or the Company upon the
granting of Options under the Plan. Upon exercise of an Option, a
Participant will recognize ordinary income in an amount equal to the excess,
if any, of the fair market value, on the date of exercise, of the shares of
Common Stock acquired over the exercise price of the Option. Thereupon, the
Company will be entitled to a tax deduction in an amount equal to the
ordinary income recognized by the Participant if, only in the case of
employees, the Company deducts and withholds appropriate income taxes. Any
additional gain or loss realized by a Participant on disposition of such
Option shares generally will be capital gain or loss to the Participant and
will not result in any additional tax deduction to the Company.
ADDITIONAL INFORMATION
Additional information regarding the Plan and its administration may be
obtained by calling the Company's office at (405) 232-9800 or by writing to
Laboratory Specialists of America, Inc., 101 Park Avenue, Suite 810, Oklahoma
City, Oklahoma, Attention: Larry E. Howell.
The Company has filed the Registration Statement on Form S-8 (herein,
together with all amendments thereto, the "Registration Statement") under the
Securities Act of 1933, as amended (the "1933 Act"), with the Securities and
Exchange Commission (the "Commission"), Washington, D.C., with respect to the
securities offered by the Company under the Plan. As permitted by the rules
and regulations of the Commission, this Registration Statement incorporates
certain documents which constitute under Rule 428(a)(1) promulgated under the
1933 Act a prospectus that meets the requirements of Section 10(a) of the
1933 Act. The statements contained in the Registration Statement as to the
contents of any contract or other document referenced herein are not
necessarily complete, and in each instance, if the contract or document was
filed as an exhibit, reference is hereby made to the copy of the contract or
other document filed as an exhibit to the Registration Statement and each
such statement is qualified in all respects by such reference. Furthermore,
the Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "1934 Act") as a "small business
issuer" as defined under Regulation S-B promulgated under the 1933 Act. In
accordance with the 1934 Act, the Company files reports, proxy and other
information statements with the Commission (File No. 33-25701). All such
reports, proxy and other information statements will be provided without
charge to the Participants in the Plan. The Registration Statement, such
reports, proxy and other information statements can be inspected and copied
at, and copies of such materials can be obtained at prescribed rates from,
the
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Public Reference Section of the Commission in the office of the Commission,
Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549-1004, and at
the regional offices of the Commission at 7 World Trade Center, 13th Floor,
New York, New York 10048 and at 500 West Madison Street, Suite 1400, Chicago,
Illinois 60661. Copies of the Registration Statement and the exhibits and
schedules thereto and such reports, proxy and other information statements
may be obtained from the Commission at such offices, upon payment of
prescribed rates. In addition, the Registration Statements and exhibits and
such reports, proxy and other information statements made with the Commission
through its Electronic Data Gathering, Analysis and Retrieval ("EDGAR")
system are publicly available through the Commission's site on the World Wide
Web on the Internet, located at http://www.sec.gov. The Registration
Statement, all exhibits thereto and amendments thereof and all other
documents incorporated by reference have been filed with the Commission
through EDGAR. The Company will provide without charge to each Participant in
the Plan, upon written or oral request, a copy of any information
incorporated by reference herein. Such requests should be directed to
Laboratory Specialists of America, Inc. at 101 Park Avenue, Suite 810,
Oklahoma City, Oklahoma 73102, telephone: (405) 232-9800.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents previously filed with the Securities and Exchange
Commission (the "Commission") are incorporated in this Registration Statement
by reference:
(a) the Prospectus, dated September 9, 1997, of the Company filed with
the Commission pursuant to Rule 424(b) and in conjunction with the Company's
Registration Statement on Form SB-2 (No. 333-30997), as declared effective by
the Commission on September 9, 1997;
(b) the Annual Report on Form 10-KSB for the year ended December 31,
1996, filed with the Commission on April 22, 1997; the Quarterly Report on
Form 10-QSB for the quarter ended March 31, 1997, filed with the Commission
on May 9, 1997; the Quarterly Report on Form 10-QSB for the quarter ended
June 30, 1997, filed with the Commission on August 12, 1997; the Quarterly
Report on Form 10-QSB for the quarter ended September 30, 1997, filed with
the Commission on November 7, 1997; the report on Form 8-K, filed with the
Commission on March 3, 1997, the report on Form 8-K filed with the Commission
on April 9, 1997; the amendment to report on Form 8-K filed with the
Commission on May 13, 1997;
(c) the Company's Registration Statement on Form 8-A, as filed with the
Commission on November 4, 1994.
(d) the Company's Certificate of Incorporation filed as Exhibit 3.1 to
Registration Statement on Form SB-2 (Registration No. 33-82058-D) as filed
with the Central Regional Office of the Commission on July 28, 1994; and
(e) the Company's Bylaws filed as Exhibit 3.2 to Registration Statement on
Form SB-2 (Registration No. 33-82058-D) as filed with the Central Regional
Office of the Commission on July 28, 1994.
Furthermore, all documents and reports subsequently filed by the Company
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange
Act of 1934, 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 this Registration Statement and to be part hereof from the date
of filing of each such document or report.
ITEM 4. INDEMNIFICATION OF OFFICERS AND DIRECTORS.
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Section 1031 of the Oklahoma General Corporation Act permits (and
Registrant's Certificate of Incorporation and Bylaws, which are incorporated
by reference herein) authorize indemnification of directors and officers of
the Registrant and officers and directors of another corporation,
partnership, joint venture, trust or other enterprise who serve at the
request of Registrant, against expenses, including attorneys fees, judgments,
fines and amount paid in settlement actually and reasonably incurred by such
person in connection with any action, suit or proceeding in which such person
is a party by reason of such person being or having been a director or
officer of Registrant or at the request of Registrant, if he conducted
himself in good faith and in a manner he reasonably believed to be in or not
opposed to the best interests of Registrant, and, with respect to any
criminal action or proceeding, had no reasonable cause to believe his conduct
was unlawful. Registrant may not indemnify an officer or a director with
respect to any claim, issue or matter as to which such officer or director
shall have been adjudged to be liable to Registrant, unless and only to the
extent that the court in which such action or suit was brought shall
determine upon application that, despite the adjudication of liability but in
view of all the circumstances of the case, such person is fairly and
reasonably entitled to indemnity for such expenses which the court shall deem
proper. To the extent that an officer or director is successful on the
merits or otherwise in defense on the merits or otherwise in defense of any
action, suit or proceeding with respect to which such person is entitled to
indemnification, or in defense of any claim, issue or matter therein, such
person is entitled to be indemnified against expenses, including attorneys
fees, actually and reasonable incurred by him in connection therewith.
The circumstances under which indemnification is granted with an action
brought on behalf of Registrant are generally the same as those set forth
above; however, expenses incurred by an officer or a director in defending a
civil or criminal action, suit or proceeding may be paid by the Corporation
in advance of final disposition upon receipt of an undertaking by or on
behalf of such officer or director to repay such amount it is ultimately
determined that such officer or director is not entitled to indemnification
by Registrant.
These provisions my be sufficiently broad to indemnify such persons for
liabilities under the Securities Act of 1933, as amended (the "1933 Act"), in
which case such provision is against public policy as expressed in the 1933
Act and is therefore unenforceable.
ITEM 8. EXHIBITS.
4.1 Form of certificate of the common stock is incorporated by reference
to Exhibit 4.1 of Amendment No. 2 to the Company's Registration
Statement on Form SB-2 (No. 33-82058-D), as filed with the Central
Regional Office of the Commission on September 1, 1994.
4.2 Laboratory Specialists of America, Inc. 1997 Non-Qualified Stock
Option Plan.
5.1 Opinion of Dunn Swan & Cunningham, A Professional Corporation, counsel
to the Company.
23.1 Consent of Arthur Andersen LLP.
23.2 Consent of Deloitte & Touche LLP.
23.3 Consent of Dunn Swan & Cunningham.
24.1 Power of Attorney of John Simonelli.
24.2 Power of Attorney of Larry E. Howell.
24.3 Power of Attorney of Arthur R. Peterson, Jr.
24.4 Power of Attorney of Robert A. Gardebled, Jr.
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24.5 Power of Attorney of Jerome P. Welch.
24.6 Power of Attorney of Michael E. Dunn.
ITEM 9. UNDERTAKINGS.
(a) RULE 415 OFFERING.
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;
provided, however, that paragraphs 2(a)(1)(i) and 2(a)(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 Section 15(d) of the Securities
Exchange Act of 1934 (the "Exchange Act") that are incorporated by
reference herein.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933 (the "Securities Act"), each such post-effective
amendment shall be deemed to be a new registration statement relating to
the securities offered herein, 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.
(e) REQUEST FOR ACCELERATION OF EFFECTIVE DATE.
The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
undersigned Company'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 new offering of such
securities at that time shall be deemed to be the initial bona fide
offering thereof.
(h) RULE 430A.
Insofar as indemnification for liabilities arising under the
Securities Act my be permitted to directors, officers, and controlling
persons of the Company pursuant to the foregoing provisions, or otherwise,
the Company 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
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indemnification against such liabilities (other than the payment by the
Company of expenses incurred or paid by a director, officer, or controlling
person of the Company 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 Company 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.
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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 Oklahoma City, Oklahoma, on this 19th day of
February, 1998.
LABORATORY SPECIALISTS OF AMERICA, INC.
(Registrant)
By: /s/ Larry E. Howell
------------------------------------
Larry E. Howell, 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:
<TABLE>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
/s/ John Simonelli
- ---------------------------- Chairman of the Board, Chief February 19, 1998
John Simonelli Executive Officer, Secretary
and Director
/s/ Larry E. Howell
- ---------------------------- President and Chief Operating February 19, 1998
Larry E. Howell Officer and Director
/s/ Arthur R. Peterson, Jr.
- ---------------------------- Treasurer and Director February 19, 1998
Arthur R. Peterson, Jr.
/s/ Robert A. Gardebled, Jr.
- ---------------------------- Director February 19, 1998
Robert A. Gardebled, Jr.
/s/ Michael E. Dunn
- ---------------------------- Director February 19, 1998
Michael E. Dunn
/s/ Jerome P. Welch
- ---------------------------- Director February 19, 1998
Jerome P. Welch
</TABLE>
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EXHIBIT 4.2
LABORATORY SPECIALISTS OF AMERICA, INC.
1997 NON-QUALIFIED STOCK OPTION PLAN
ARTICLE I
GENERAL PROVISIONS
On October 1, 1997, Laboratory Specialists of America, Inc. (the
"Company") adopted the Laboratory Specialists of America, Inc. 1997
Non-Qualified Stock Option Plan (the "Plan").
1.1 PURPOSE. The purpose of the Plan shall be to attract, retain and
motivate directors, executive officers, key employees and independent
contractors and consultants of the Company and its subsidiaries ("Eligible
Persons") by way of granting (i) non-qualified stock options ("Stock
Options") with stock appreciation rights attached ("Stock Option SARs"). For
the purpose of this Plan, Stock Option SARs are sometimes herein called
"SARs." The Stock Options to be granted are intended to be "non-qualified
stock options" as described in Sections 83 and 421 of the Internal Revenue
Code of 1986, as amended (the "Code"). Furthermore, under the Plan, the
terms "parent" and "subsidiary" shall have the same meaning as set forth in
Subsections (e) and (f) of Section 425 of the Code unless the context herein
clearly indicates to the contrary.
1.2 GENERAL. The terms and provisions of this Article I shall be
applicable to Stock Options and SARs unless the context herein clearly
indicates to the contrary.
1.3 ADMINISTRATION OF THE PLAN. The Plan shall be administered by the
Board of Directors (the "Board") of the Company.
1.3.1 BOARD ADMINISTRATION. The Board shall have the power where
consistent with the general purpose and intent of the Plan to (i) modify
the requirements of the Plan to conform with the law or to meet special
circumstances not anticipated or covered in the Plan, (ii) suspend or
discontinue the Plan, (iii) establish policies, and (iv) adopt rules and
regulations and prescribe forms for carrying out the purposes and
provisions of the Plan including the form of any "stock option agreements"
("Stock Option Agreements").
1.3.2 PLAN INTERPRETATION. Unless otherwise provided in the Plan,
the Board shall have the authority to interpret and construe the Plan, and
determine all questions arising under the Plan and any agreement made
pursuant to the Plan. Any interpretation, decision or determination made
by the Board shall be final, binding and conclusive.
1.3.3 SELECTION OF PARTICIPANTS. In designating and selecting
Eligible Persons ("Participants") for participation in the Plan, the Board
may consult with and give consideration to the recommendations and
criticisms submitted by appropriate managerial and executive officers of
the Company. The Board also shall take into account the duties and
responsibilities of the Eligible Persons, their past, present and potential
contributions to the success of the Company and such other factors as the
Board shall deem relevant in connection with accomplishing the purpose of
the Plan.
1.4 SHARES SUBJECT TO THE PLAN. Shares of stock ("Stock") covered by
Stock Options and SARs shall consist of 400,000 shares of the Common Stock,
$.001 par value, of the Company, subject to adjustment pursuant to Section
1.7 of the Plan, which may be either authorized and unissued shares or
treasury shares, as determined in the sole discretion of the Board. If any
Option for shares of Stock, granted to a Participant lapses, or is otherwise
terminated, the Board may grant Stock Options and SARs for such shares of
Stock to other Participants. However, Stock Options and SARs shall not be
granted again for shares of Stock which have been (i) subject to SARs which
are surrendered
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in exchange for cash or shares of Stock issued pursuant to the exercise of
SARs as provided in Article II hereof and (ii) shares withheld for tax
withholding requirements.
1.5 PARTICIPATION IN THE PLAN. The Board shall determine from time to
time those Eligible Persons who are to be granted Stock Options and SARs and
the number of shares of Stock covered thereby. The maximum number of shares
of Stock for which employee-Directors may be granted Stock Options in any
calendar year shall not exceed 25 percent of the aggregate number of shares
of Stock with respect to which Options may be granted under the Plan.
1.6 DETERMINATION OF FAIR MARKET VALUE. As used in the Plan, "fair
market value" shall mean on any particular day (i) if the Stock is listed or
admitted for trading on any national securities exchange or the SmallCap
Market System or the National Market System of Nasdaq Stock Market, Inc.
("Nasdaq"), the last sale price, or if no sale occurred, the mean between the
closing high bid and low asked quotations, for such day of the Stock, (ii) if
Stock is not traded on any national securities exchange but is quoted on an
automated quotation system or any similar system of automated dissemination
of quotations or securities prices in common use, the mean between the
closing high bid and low asked quotations for such day of the Stock on such
system, (iii) if neither clause (i) nor (ii) is applicable, the mean between
the high bid and low asked quotations for the Stock as reported by the
National Daily Quotation Bureau, Incorporated if at least two securities
dealers have inserted both bid and asked quotations for shares of the Stock
on at least five (5) of the ten (10) preceding days, (iv) in lieu of the
above, if actual transactions in the shares of Stock are reported on a
consolidated transaction reporting system, the last sale price of the shares
of Stock on such system or, (v) if none of the conditions set forth above is
met, the fair market value of shares of Stock as determined by the Board.
Provided, however, for purposes of determining "fair market value" of the
Common Stock of the Company, such value shall be determined without regard to
any restriction other than a restriction which will never lapse.
1.7 ADJUSTMENTS UPON CHANGES IN CAPITALIZATION. The grants of Stock
Options shall in no way affect the right of the Company to adjust,
reclassify, reorganize or otherwise change its capital or business structure
or to merge, consolidate, dissolve, liquidate or sell or transfer all or any
part of its assets or business. The aggregate number of shares of Stock
under Stock Options granted under the Plan, the Option Price and the total
number of shares of Stock which may be purchased by a Participant on exercise
of a Stock Option shall be appropriately adjusted by the Board to reflect any
recapitalization, stock split, merger, consolidation, reorganization,
combination, liquidation, stock dividend or similar transaction involving the
Company. Provided, however, and notwithstanding the foregoing, (i) a
dissolution or liquidation of the Company, (ii) a merger or consolidation in
which the Company is not the surviving or the resulting corporation or (iii)
a reverse merger in which the Company is the surviving entity but in which
the securities possessing more than 50 percent of the total combined voting
power of the Company's outstanding securities are transferred to a person or
persons different from those who held such securities immediately prior to
the merger (collectively referred to herein as a "Corporate Transaction"),
shall cause the Plan and any Stock Option or SAR granted thereunder, to
terminate upon the effective date of such dissolution, liquidation, merger or
consolidation, subject to Section 1.21 of the Plan. Provided, further, that
for the purposes of this Section 1.7, if any merger, consolidation or
combination occurs in which the Company is not the surviving corporation and
is the result of a mere change in the identity, form or place of organization
of the Company accomplished in accordance with Section 368(a)(1)(F) of the
Code, then, such event will not cause a termination of the Plan. Appropriate
adjustment may also be made by the Board in the terms of a SAR to reflect any
of the foregoing changes.
1.8 AMENDMENT AND TERMINATION OF THE PLAN. The Plan shall terminate at
midnight, October 1, 2007, but prior thereto may be altered, changed,
modified, amended or terminated by written amendment approved by the Board.
Provided, that no action of the Board may amend the Plan in any manner which
would impair the applicability of Rule 16b-3 under the Securities Exchange
Act of 1934, as amended, to the Plan. Except as provided in this Article I,
no amendment, modification or termination of the Plan shall in any manner
adversely affect any Stock Option or SAR theretofore granted under the Plan
without the consent of the affected Participant.
1.9 EFFECTIVE DATE. The Plan shall be effective October 1, 1997 (the
"Effective Date").
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1.10 SECURITIES LAW REQUIREMENTS. The Company shall have the right, but
not the obligation to cause the shares of Stock issuable upon exercise of the
Options to be registered under the Securities Act of 1933, as amended (the
"Securities Act") or the securities laws of any state or jurisdiction.
1.10.1 RESTRICTIONS ON TRANSFERABILITY AND LEGEND ON CERTIFICATES.
As a condition precedent to the grant of any Stock Option or the issuance
or transfer of shares pursuant to the exercise of any Stock Option, the
Company may require the Participant or holder to take any reasonable action
to meet such requirements or to obtain such approvals. The Company shall
have the right to restrict the transferability of shares of Stock issued or
transferred upon exercise of the Stock Options in such manner as it deems
necessary or appropriate to insure the availability of any exemption from
registration under the Securities Act and any other applicable securities
laws or regulations that may be available, including the endorsement with a
legend reading as follows:
The shares of Common Stock evidenced by this certificate
have been issued to the registered owner in reliance upon
written representations that these shares have been
purchased solely for investment purposes. These shares may
not be sold, transferred or assigned unless in the opinion
of the Company and its legal counsel such sale, transfer or
assignment will not be in violation of the Securities Act of
1933, as amended, and the rules and regulations thereunder.
1.10.2 REGISTRATION STATEMENT. If a registration statement covering
the shares of Stock issuable upon exercise of the Stock Options granted
under the Plan is filed under the Securities Act, and is declared effective
the Securities and Exchange Commission, the provisions of Section 1.10.1
shall terminate during the period of time that such registration statement,
as periodically amended, remains effective.
1.11 SEPARATE CERTIFICATES. Separate certificates representing the
Common Stock of the Company to be delivered to a Participant upon the
exercise of any Stock Option and SAR will be issued to such Participant.
1.12 PAYMENT FOR STOCK; RECEIPT OF STOCK OR CASH IN LIEU OF PAYMENT.
1.12.1 PAYMENT FOR STOCK. Payment for shares of Stock purchased
under this Plan shall be made (i) in full and in cash or check made payable
to the Company or (ii) may also be made in Common Stock of the Company held
for the requisite period necessary to avoid a charge to the Company's
reported earnings and valued at fair market value on the date of exercise
of the Option, or (iii) a combination of cash and Common Stock of the
Company. In the event that Common Stock of the Company is utilized in
consideration for the purchase of Stock upon the exercise of an Option,
such Common Stock shall be valued at the "fair market value" as defined in
Section 1.6 of the Plan.
1.12.2 RECEIPT OF STOCK IN LIEU OF CASH PAYMENT. Furthermore, a
Participant may exercise an Option without payment of the Option Price in
the event that the exercise is pursuant to rights under an SAR attached to
the Option and such SAR is exercisable on the date of exercise of the Stock
Option to which it is attached. In the event a Stock Option with an SAR
attached is exercised without payment of the Option Price in cash or by
check or Common Stock of the Company, the Participant shall be entitled to
receive either (i) a cash payment from the Company equal to the excess of
the total fair market value of the shares of Stock on such date as
determined with respect to which the Stock Option is being exercised over
the total cash Option Price of such shares of Stock as set forth in the
Stock Option SAR or (ii) that number of whole shares of Stock as is
determined by dividing (A) an amount equal to the fair market value per
share of Stock on the date of exercise into (B) an amount equal to the
excess of the total fair market value of the shares of Stock on such date
with respect to which the Stock Option SAR is being exercised over the
total cash Option Price of such shares of Stock as set forth in the Stock
Option SAR, and fractional shares will be rounded to the next lowest number
and the Participant will receive cash in lieu thereof.
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1.13 INCURRENCE OF DISABILITY AND RETIREMENT. A Participant shall be
deemed to have terminated his employment as an employee, his independent
contractor arrangement or consulting arrangement with the Company and
incurred a disability ("Disability") if such Participant suffers a physical
or mental condition which, in the judgment of the Board, totally and
permanently prevents a Participant from engaging in any substantial gainful
employment with or the providing of services or consulting for the Company or
a subsidiary. A Participant shall be deemed to have terminated employment as
an employee, independent contractor or a consultant due to retirement
("Retirement") if such Participant ceases to be an employee, independent
contractor or a consultant of the Company or its subsidiary, without cause,
after attaining the age of 55.
1.14 STOCK OPTIONS GRANTED SEPARATELY. Because the Board is authorized
to grant Stock Options and SARs to Participants, the grant thereof and Stock
Option Agreements relating thereto will be made separately and totally
independent of each other.
1.15 GRANTS OF OPTIONS AND STOCK OPTION AGREEMENT. Each Stock Option
and Stock Option SAR granted under this Plan shall be evidenced by the
minutes of a meeting of the Board or by the written consent of the Board and
by a written Stock Option Agreement effective on the date of grant and
executed by the Company and the Participant. Each Stock Option and Stock
Option SAR granted hereunder shall contain such terms, restrictions and
conditions as the Board may determine, which terms, restrictions and
conditions may or may not be the same in each case.
1.16 USE OF PROCEEDS. The proceeds received by the Company from the
sale of Stock pursuant to the exercise of Stock Options granted under the
Plan shall be added to the Company's general funds and used for general
corporate purposes.
1.17 NON-TRANSFERABILITY OF OPTIONS. Except as otherwise herein
provided, any Stock Option or Stock Option SAR granted shall not be
transferable otherwise than by will or the laws of descent and distribution
or with the consent of the Company, and the Stock Option and Stock Option SAR
may be exercised, during the lifetime of the Participant, only by him. More
particularly (but without limiting the generality of the foregoing), the
Stock Option and Stock Option SAR may not be assigned, transferred (except as
provided above), pledged or hypothecated in any way, shall not be assignable
by operation of law and shall not be subject to execution, attachment, or
similar process. Any attempted assignment, transfer, pledge, hypothecation,
or other disposition of the Stock Option or Stock Option SAR contrary to the
provisions hereof shall be null and void and without effect.
1.18 ADDITIONAL DOCUMENTS ON DEATH OF PARTICIPANT. No transfer of a
Stock Option or Stock Option SAR by the Participant by will or the laws of
descent and distribution shall be effective to bind the Company unless the
Company shall have been furnished with written notice and an unauthenticated
copy of the will and/or such other evidence as the Board may deem necessary
to establish the validity of the transfer and the acceptance by the successor
to the Stock Option or Stock Option SAR of the terms and conditions of such
Stock Option or Stock Option SAR.
1.19 CHANGES IN EMPLOYMENT. So long as the Participant shall continue
to be a director, an employee, an independent contractor or a consultant of
the Company or any one of its subsidiaries, any Stock Option or Stock Option
SAR granted to such Participant shall not be affected by any change of duties
or position. Nothing in the Plan or in any Stock Option Agreement which
relates to the Plan shall confer upon any Participant any right to continue
as a director or in the employ as an employee, independent contractor or
consultant of the Company or of any of its subsidiaries, or interfere in any
way with the right of the Company or any of its subsidiaries to terminate
such Participant as a director, employee or independent contractor or
consultant at any time.
1.20 SHAREHOLDER RIGHTS. No Participant shall have a right as a
shareholder with respect to any shares of Stock subject to a Stock Option or
Stock Option SAR prior to the purchase of such shares of Stock by exercise of
the Stock Option or Stock Option SAR.
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1.21 RIGHT TO EXERCISE UPON COMPANY CEASING TO EXIST. In the event of a
Corporate Transaction, the Participant shall have the right immediately prior
to consummation of the Corporate Transaction to exercise, in whole or in
part, such Participant's then remaining Stock Options and Stock Option SARs
whether or not then exercisable, but limited to that number of shares that
can be acquired without causing the Participant to have an "excess parachute
payment" as determined under Section 280G of the Code determined by taking
into account all of Participant's "parachute payments" determined under
Section 280G of the Code. Provided, the foregoing notwithstanding, after the
Participant has been afforded the opportunity to exercise his then remaining
Stock Options and Stock Option SARs as provided in this Section 1.21, and to
the extent such Stock Options and Stock Option SARs are not timely exercised
as provided in this Section 1.21, then, the terms and provisions of this Plan
and any Stock Option Agreement will thereafter continue in effect, and the
Participant will be entitled to exercise any such remaining and unexercised
Options in accordance with the terms and provisions of this Plan and such
Stock Option Agreement as such Stock Options and Stock Option SARs thereafter
become exercisable. Provided further, that for the purposes of this Section
1.21, if any merger, consolidation or combination occurs in which the Company
is not the surviving corporation and is the result of a mere change in the
identity, form, or place of organization of the Company accomplished in
accordance with Section 368(a)(1)(F) of the Code, then, such event shall not
cause an acceleration of the exercisability of any such Stock Options and
Stock Option SARs granted hereunder.
1.22 ASSUMPTION OF OUTSTANDING STOCK OPTIONS AND STOCK OPTION SARs. Any
successor to the Company succeeding to, or assigned the business of, the
Company as the result of or in connection with a corporate merger,
consolidation, combination, reorganization, dissolution or liquidation
transaction shall assume all Stock Options and Stock Option SARs outstanding
under the Plan or issue new Stock Options and Stock Option SARs in place of
outstanding Stock Options and/or Stock Option SARs under the Plan.
1.23 TAX WITHHOLDINGS. The Company's obligation to deliver Stock upon
the exercise of Stock Options or Stock Option SARs under the Plan shall be
subject to the satisfaction of all applicable federal, state and local income
tax withholding requirements. The Board may in its discretion and in
accordance with the provisions of Section 1.23 and such supplemental rules as
the Board may from time to time adopt, provide any or all holders of Stock
Options or Stock Option SARs with the right to use shares of Stock in
satisfaction of all or part of the federal, state and local income tax
liabilities incurred by such holders in connection with the exercise of their
Stock Options or Stock Option SARs ("Taxes"). Such right may be provided to
any such holders of Stock Options or Stock Option SARs in either or both of
the following methods: (i) the holder of a Stock Option or Stock Option SAR
may be provided with the election, which may be subject to approval by the
Board, to have the Company withhold, from the Stock otherwise issuable upon
exercise of such Stock Option or Stock Option SAR, a portion of those shares
of Stock with an aggregate fair market value equal to the percentage (not to
exceed 100 percent) of the applicable Taxes designated by the holder of the
Options, and/or (ii) the Board may, in its discretion, provide the holder of
the Stock Options or Stock Option SARs with the election to deliver to the
Company, at the time the Stock Option or Stock Option SAR is exercised, one
or more shares of Stock previously acquired by such holder (other than
pursuant to the transaction triggering the Taxes) with an aggregate fair
market value equal to the percentage (not to exceed 100 percent) of the Taxes
incurred in connection with such Stock Option or Stock Option SAR exercise
designated by such holder.
1.24 GOVERNING LAW. The Plan shall be governed by and all questions
hereunder shall be determined in accordance with the laws of the State of
Oklahoma.
ARTICLE II
TERMS OF STOCK OPTIONS AND EXERCISE
2.1 GENERAL TERMS.
2.1.1 GRANT AND TERMS FOR STOCK OPTIONS. Stock Options and Stock
Option SARs shall be granted by the Board on the following terms and
conditions: No Stock Options and Stock Option SARs shall be
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exercisable more than 10 years after the date of grant. Subject to such
limitation, the Board shall have the discretion to fix the period (the
"Option Period") during which any Stock Option or Stock Option SAR may be
exercised. Stock Options and Stock Option SARs granted shall not be
transferable except by will or by the laws of descent and distribution
or with the consent of the Company. Stock Options and Stock Option SARs
shall be exercisable only by the Participant while serving as a Director
of the Company or a subsidiary or while actively employed as an
employee, an independent contractor or a consultant by the Company or a
subsidiary, except that (i) any such Stock Option granted and which is
otherwise exercisable, may be exercised by the personal representative
of a deceased Participant within 12 months after the death of such
Participant (but not beyond the Option Period of such Stock Option),
(ii) if a Participant is terminated as a Director, an employee, an
independent contractor or a consultant of the Company or a subsidiary on
account of Retirement, such Participant may exercise any Stock Option
which is otherwise exercisable at any time within three months of such
date of termination, or (iii) if a Participant is terminated as a
Director, as an employee, an independent contractor or a consultant of
the Company or a subsidiary on account of incurring a Disability, such
Participant may exercise any Stock Option which is otherwise exercisable
at any time within 12 months of such date of termination. If a
Participant should die during the applicable three-month or 12-month
period following the date of such Participant's Retirement or
termination on account of Disability, the rights of the personal
representative of such deceased Participant as such relate to any Stock
Options and Stock Option SARs granted to such deceased Participant shall
be governed in accordance with Subsection 2.1.1(i) of this Article II.
2.1.2 OPTION PRICE. The option price ("Option Price") for shares of
Stock subject to Stock Options and Stock Option SARs shall be determined by
the Board, but in no event shall such Option Price be less than 85 percent
of the fair market value of the Stock on the date of grant.
2.1.3 ACCELERATION OF OTHERWISE UNEXERCISABLE STOCK OPTION ON
RETIREMENT, DEATH, DISABILITY OR OTHER SPECIAL CIRCUMSTANCES. The Board,
in its sole discretion, may permit (i) a Participant who is terminated as a
Director, an employee, an independent contractor or a consultant due to
Retirement or Disability, (ii) the personal representative of a deceased
Participant, or (iii) any other Participant who is terminated as a
Director, an employee, an independent contractor or a consultant upon the
occurrence of special circumstances (as determined by the Board), to
exercise and purchase (within three years of such date of such
Participant's termination) all or any part of the shares subject to Stock
Options and Stock Option SARs on the date of the Participant's termination,
Retirement, Disability, death, or as the Board otherwise so determines,
notwithstanding that all installments, if any, with respect to such Stock
Option or Stock Option SAR, had not accrued on such termination date.
2.1.4 NUMBER OF STOCK OPTIONS GRANTED. Participants may be granted
more than one Stock Option and Stock Option SAR. In making any such
determination, the Board shall obtain the advice and recommendation of the
officers of the Company or a subsidiary which have supervisory authority
over such Participants. The granting of a Stock Option or Stock Option SAR
under the Plan shall not affect any outstanding Stock Options or Stock
Option SARs previously granted to a Participant under the Plan.
2.1.5 NOTICE OF EXERCISE STOCK OPTION. Upon exercise of a Stock
Option or Stock Option SAR, a Participant shall give written notice to the
Secretary of the Company, or other officer designated by the Board, at the
Company's main office in Oklahoma City, Oklahoma. No Stock shall be issued
to any Participant until the Company receives full payment for the Stock
purchased, if applicable, and any required Taxes as provided in the Plan
and the Stock Option Agreement.
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ARTICLE III
SARs
3.1 GENERAL TERMS.
3.1.1 GRANT AND TERMS OF SARs. The Board grant SARs to Participants
in connection with Stock Options granted under the Plan. SARs shall
terminate at such time as the Board determines and shall be exercised only
upon surrender of the related Stock Option and only to the extent that the
related Stock Option (or the portion thereof as to which the SAR is
exercisable) is exercised. SARs may be exercised only by the Participant
while a director, an employee, an independent contractor or a consultant
of the Company or a subsidiary except that (i) any SARs previously granted
to a Participant which are otherwise exercisable may be exercised, with the
approval of the Board, by the personal representative of a deceased
Participant (but not beyond the expiration date of such SAR), and (ii) if a
Participant is terminated as a director, an employee, an independent
contractor or a consultant of the Company or a subsidiary, as the case may
be, on account of Retirement or Disability, such Participant may exercise
any SARs which are otherwise exercisable, with the approval of the Board,
anytime within three months of the date of the termination by Retirement or
within 12 months of termination by Disability. If a Participant should die
during the applicable three-month period following the date of such
Participant's Retirement or during the applicable 12 month period following
the date of termination on account of Disability, the rights of the
personal representative of such deceased Participant as such relate to any
SARs granted to such deceased Participant shall be governed in accordance
with (i) of the second sentence of this Subsection 3.1.1. The applicable
SAR shall (i) terminate upon the termination of the underlying Stock Option
(ii) only be transferable at the same time and under the same conditions as
the underlying Stock Option is transferable, (iii) only be exercised when
the underlying Stock Option is exercised, and (iv) may be exercised only if
there is a positive spread between the Option Price and the fair market
value of the Stock for which the SAR is exercised.
3.1.2 ACCELERATION OF OTHERWISE UNEXERCISABLE SARs ON RETIREMENT,
DEATH, DISABILITY OR OTHER SPECIAL CIRCUMSTANCES. The Board, in its sole
discretion, may permit (i) a Participant is terminated as a director, an
employee, an independent contractor, or a consultant with the Company or a
subsidiary due to Retirement or Disability, (ii) the personal
representative of such deceased Participant, or (iii) any other Participant
who is terminated as director, an employee, an independent contractor or a
consultant with the Company or a subsidiary upon the occurrence of special
circumstances (as determined by the Board) to exercise (within three years
of such date of such termination) all or any part of any such SARs
previously granted to such Participant as of the date of such Participant's
termination, Retirement, Disability, death, or as the Board otherwise so
determines, notwithstanding that all installments, if any with respect to
such SARs, had not accrued on such date.
3.1.3 FORM OF PAYMENT OF SARs. The Participant may request the
method and combination of payment upon the exercise of a SAR; however, the
Board has the final authority to determine whether the value of the SAR
shall be paid in cash or shares of Stock or both. Upon exercise of a SAR,
the holder is entitled to receive the excess amount of the fair market
value of the Stock (as of the date of exercise) for which the SAR is
exercised over the Option Price under the related Stock Option. All
applicable Taxes will be paid by the Participant to the Company upon the
exercise of a SAR in accordance with Section 1.23.
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EXHIBIT 5
DUNN SWAN & CUNNINGHAM
Attorneys and Counsellors At Law
2800 Oklahoma Tower
210 Park Avenue
(405)235-8318
Facsimile (405)235-9605
February 19, 1998
Board of Directors
Laboratory Specialists of America, Inc.
101 Park Avenue, Suite 810
Edmond, Oklahoma 73102
Gentlemen:
We have acted as counsel to Laboratory Specialists of America, Inc., an
Oklahoma corporation (the "Company"), in conjunction with the offering of an
aggregate of 400,000 shares of Common Stock, $.001 par value per share, of
the Company (the "Shares") to be issued upon exercise of stock options
granted under the Laboratory Specialists of America, Inc. 1997 Non-Qualified
Stock Option Plan (the "Plan").
The offering of the Securities is more fully described in that certain
Registration Statement on Form S-8 filed by the Company with the United
States Securities and Exchange Commission (the "Commission") pursuant to the
Securities Act of 1933, as amended (the "Act").
For purposes of this opinion, we have made such investigations as we deem
necessary or appropriate and have reviewed and considered among other
certificates, documents and materials the following:
(a) The Certificate of Incorporation of the Company;
(b) The Bylaws of the Company;
(c) A copy of the resolutions adopted by the Board of Directors of the
Company on February 19, 1998, as certified by the Secretary of the
Company;
(e) The manually signed Registration Statement;
(f) Form of certificate of the Common Stock of the Company; and
(g) The Certificate of Officers and Directors of Laboratory Specialists
of America, Inc. dated February 19, 1998.
In conducting our examination we have assumed the genuineness of all
signatures and the authenticity of all documents submitted to us as originals
and the conformity with the originals of all documents submitted to us as
certified copies. Based upon our examination and consideration of the
foregoing and upon our examination and
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consideration of such other documents, certificates, records, matters and
things as we have deemed necessary for the purposes hereof, we are of the
opinion as of the date hereof that:
1. The Company is duly organized and existing under the laws of the State of
Oklahoma;
2. All of the issued and outstanding shares of the Common Stock of the
Company have been legally issued, are fully paid and are not liable to further
call or assessment;
3. The 400,000 shares of Common Stock to be issued upon exercise of stock
options granted pursuant to the Plan, upon issuance and delivery against payment
therefor in accordance with the terms and conditions of the stock options, will
be legally issued, fully paid and not liable for further call or assessment;
In arriving at the foregoing opinion, we have relied, among other things,
upon the examination of the corporate records of the Company and certificates
of officers and directors of the Company and of public officials. We hereby
consent to the use of this opinion in the Registration Statement and all
amendments thereto.
Very truly yours,
/s/ DUNN SWAN & CUNNINGHAM
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EXHIBIT 23.1
CONSENT OF ARTHUR ANDERSEN LLP
As independent public accountants, we hereby consent to the incorporation
by reference in this registration statement of our reports dated March 7,
1997 included in Laboratory Specialists of America, Inc.'s Form 10-KSB for
the year ended December 31, 1996 and in the Form SB-2 (No. 333-30997), as
declared effective by the Commission on September 9, 1997 and to all
references to our Firm included in this Registration Statement.
/s/ Arthur Andersen LLP
Oklahoma City, Oklahoma,
January 27, 1998
<PAGE>
EXHIBIT 23.2
CONSENT OF DELOITTE & TOUCHE LLP
We consent to the incorporation by reference in this Registration
Statement of Laboratory Specialists of America, Inc. on Form S-8 of our
report dated March 7, 1997, on the statements of net assets of the Forensic
Drug Testing Division of Pathology Laboratories, Ltd. as of December 31, 1996
and 1995, and the related statements of divisional operations and divisional
cash flows for the years then ended, appearing in the Prospectus and
Registration Statement (No. 333-30997) of Laboratory Specialists of America,
Inc. on Form SB-2.
/s/ Deloitte & Touche LLP
Jackson, Mississippi
January 30, 1998
<PAGE>
EXHIBIT 23.3
CONSENT OF DUNN SWAN & CUNNINGHAM
Dunn Swan & Cunningham, A Professional Corporation, hereby consents to
the use of its name in the Registration Statement.
/s/ DUNN SWAN & CUNNINGHAM
A Professional Corporation
Oklahoma City, Oklahoma,
February 19, 1998
<PAGE>
EXHIBIT 24.1
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that John Simonelli constitutes and
appoints Larry Howell and Michael E. Dunn, and each of them, his true and
lawful attorney-in-fact and agent, with all power of substitution and
resubstitution, for him and in his name, place and stead, in any and all
capacities, to sign any or all amendments to this Registration Statement,
including post-effective amendments thereto, and to file the same, with all
exhibits thereto, and other documents in connection therewith with the
Securities and Exchange Commission, granting unto same 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 might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents, or any of them, or their substitute or substitutes, may lawfully do
or cause to be done by virtue hereof.
Dated February 19, 1998 /s/ John Simonelli
------------------------------
John Simonelli
<PAGE>
EXHIBIT 24.2
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that Larry E. Howell constitutes and
appoints John Simonelli and Michael E. Dunn, and each of them, his true and
lawful attorney-in-fact and agent, with all power of substitution and
resubstitution, for him and in his name, place and stead, in any and all
capacities, to sign any or all amendments to this Registration Statement,
including post-effective amendments thereto, and to file the same, with all
exhibits thereto, and other documents in connection therewith with the
Securities and Exchange Commission, granting unto same 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 might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents, or any of them, or their substitute or substitutes, may lawfully do
or cause to be done by virtue hereof.
Dated February 19, 1998 /s/ Larry E. Howell
------------------------------
Larry E. Howell
<PAGE>
EXHIBIT 24.3
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that Arthur R. Peterson, Jr. constitutes
and appoints John Simonelli, Larry E. Howell and Michael E. Dunn, and each of
them, his true and lawful attorney-in-fact and agent, with all power of
substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities, to sign any or all amendments to this Registration
Statement, including post-effective amendments thereto, and to file the same,
with all exhibits thereto, and other documents in connection therewith with
the Securities and Exchange Commission, granting unto same 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 might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents, or any of them, or their substitute or substitutes, may lawfully do
or cause to be done by virtue hereof.
Dated February 19, 1998 /s/ Arthur R. Peterson, Jr.
-------------------------------
Arthur R. Peterson, Jr.
<PAGE>
EXHIBIT 24.4
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that Robert A. Gardebled, Jr.
constitutes and appoints John Simonelli, Larry E. Howell and Michael E. Dunn,
and each of them, his true and lawful attorney-in-fact and agent, with all
power of substitution and resubstitution, for him and in his name, place and
stead, in any and all capacities, to sign any or all amendments to this
Registration Statement, including post-effective amendments thereto, and to
file the same, with all exhibits thereto, and other documents in connection
therewith with the Securities and Exchange Commission, granting unto same
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
might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or any of them, or their substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
Dated February 19, 1998 /s/ Robert A. Gardebled, Jr.
----------------------------------
Robert A. Gardebled, Jr.
<PAGE>
EXHIBIT 24.5
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that Jerome P. Welch constitutes and
appoints John Simonelli, Larry Howell and Michael E. Dunn, and each of them,
his true and lawful attorney-in-fact and agent, with all power of
substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities, to sign any or all amendments to this Registration
Statement, including post-effective amendments thereto, and to file the same,
with all exhibits thereto, and other documents in connection therewith with
the Securities and Exchange Commission, granting unto same 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 might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents, or any of them, or their substitute or substitutes, may lawfully do
or cause to be done by virtue hereof.
Dated February 19, 1998 /s/ Jerome P. Welch
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Jerome P. Welch
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EXHIBIT 24.6
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that Michael E. Dunn constitutes and
appoints John Simonelli and Larry Howell, and each of them, his true and
lawful attorney-in-fact and agent, with all power of substitution and
resubstitution, for him and in his name, place and stead, in any and all
capacities, to sign any or all amendments to this Registration Statement,
including post-effective amendments thereto, and to file the same, with all
exhibits thereto, and other documents in connection therewith with the
Securities and Exchange Commission, granting unto same 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 might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents, or any of them, or their substitute or substitutes, may lawfully do
or cause to be done by virtue hereof.
Dated February 19, 1998 /s/ Michael E. Dunn
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Michael E. Dunn
