As filed with the Securities and Exchange Commission on April 10, 2000
Registration No. 333-______
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
TELEHUBLINK CORPORATION
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(Exact name of registrant as specified in its charter)
DELAWARE 59-3200879
- ------------------------------- ------------------------------------
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
24 NEW ENGLAND EXECUTIVE PARK, BURLINGTON, MA 01803
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(Address of Principal Executive Offices) (Zip Code)
TELEHUBLINK CORPORATION 1994 STOCK OPTION PLAN
TELEHUBLINK CORPORATION 1994 NONEMPLOYEE DIRECTORS' STOCK OPTION PLAN
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(Full title of the plan)
BRUCE W. YOUNG
PRESIDENT AND CHIEF EXECUTIVE OFFICER
TELEHUBLINK CORPORATION
24 NEW ENGLAND EXECUTIVE PARK
BURLINGTON, MASSACHUSETTS 01803
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(Name and address of agent for service)
(781) 229-1102
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(Telephone number, including area code, of agent for service)
COPY TO:
James Martin Kaplan, Esq.
Blank Rome Tenzer Greenblatt LLP
405 Lexington Avenue
New York, New York 10174
(212) 885-5000
<PAGE>
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
============================== ===================== ========================= ===================== ================
TITLE OF SECURITIES TO BE AMOUNT TO BE PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
REGISTERED REGISTERED(1) OFFERING PRICE PER AGGREGATE OFFERING REGISTRATION
SHARE(2) PRICE(2) FEE
- ------------------------------ --------------------- ------------------------- --------------------- ----------------
<S> <C> <C> <C> <C>
Common Stock, par value $.01 600,000 shares $ 2.73 $ 1,636,186 $ 431.96
per share ----------- ----------- ----------
============================== ===================== ========================= ===================== ================
</TABLE>
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(1) In addition, pursuant to Rule 416 under the Securities Act of 1933, as
amended, this Registration Statement also covers an indeterminate
number of shares which may be issued as a result of anti-dilution
provisions contained in the 1994 Stock Option Plan (the "1994 Plan")
and the 1994 Nonemployee Directors' Stock Option Plan (the "Directors'
Plan" and, together with the 1994 Plan, the "Plans").
(2) Estimated solely for purposes of determining the registration fee in
accordance with Rule 457(h) under the Securities Act of 1933, as
follows: (i) in the case of 79,833 shares underlying awards that
remained available for grant under the Plans on the date of filing of
this Registration Statement, based on the average of the high and low
prices of the registrant's Common Stock reported on the Bulletin Board
maintained by the National Association of Securities Dealers on April
5, 2000, which was $5.875, and (ii) in the case of 520,167 shares
underlying awards outstanding under the Plan on the date of filing of
this Registration Statement, based on the aggregate exercise price of
approximately $1,167,167, the aggregate price at which the awards may
be exercised, which averages $2.24 per share.
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. PLAN INFORMATION.*
Item 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.*
*Information required by Part I to be contained in the Section 10(a)
prospectus is omitted from this Registration Statement in accordance with Rule
428 under the Securities Act of 1933 and the Note to Part I of Form S-8.
<PAGE>
PART II
Item 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed with the Commission are incorporated into
this registration statement by reference:
(a) The Registrant's Annual Report on Form 10-KSB for the fiscal year
ended January 30, 1999;
(b) The Registrant's Quarterly Report on Form 10-QSB for the fiscal
quarter ended May 1, 1999;
(c) The Registrant's Quarterly Report on Form 10-QSB for the fiscal
quarter ended July 31, 1999;
(d) The Registrant's Quarterly Report on Form 10-QSB for the fiscal
quarter ended October 30, 1999;
(e) The Registrant's Current Report on Form 8-K dated February 17,
2000;
(f) The Registrant's Current Report on Form 8-K dated March 17, 2000;
(g) All other reports filed by the Registrant pursuant to Section
13(a) or 15(d) of the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), since February 1, 1997; and
(h) The description of the Registrant's Common Stock, par value $.01
per share, contained in the Registrant's Registration Statement
on Form SB-2 (Registration No. 33-84774), as filed with the
Commission on October 4, 1994.
All documents subsequently filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the filing of a
post-effective amendment which indicates that all securities offered have been
sold or which deregisters all securities then remaining unsold shall be deemed
to be incorporated by reference in this registration statement and to be a part
hereof from the date of filing of such documents.
Item 4. DESCRIPTION OF SECURITIES
Not applicable.
Item 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
The legality of the securities being offered hereunder has been passed
upon by the law firm of Blank Rome Tenzer Greenblatt LLP. James Martin Kaplan, a
member of such firm, is a securityholder of the Registrant.
Item 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 102(b) of the Delaware General Corporation Law ("DGCL") permits
a corporation, by so providing in its certificate of incorporation, to eliminate
or limit directors' liability to the corporation and its shareholders for
monetary damages arising out of certain alleged breaches of their fiduciary
duty. Section 102(b)(7) provides that no such limitation of liability may affect
a director's liability with respect to any of the following: (i) breaches of the
director's duty of loyalty to the corporation or its shareholders; (ii) acts or
omissions not made in good faith or which involve intentional misconduct or
knowing violations of law; (iii) liability for dividends paid or stock
repurchased or redeemed in violation of the DGCL; or (iv) any transaction from
which the director derived an improper personal benefit. Section 102(b)(7) does
not authorize any limitation on the ability of the corporation or its
shareholders to obtain injunctive relief, specific performance or other
equitable relief against directors. The Amended Certificate of Incorporation of
the Registrant eliminates the personal liability of directors to the fullest
extent permitted by the DGCL.
Section 145 of the DGCL ("Section 145"), in summary, empowers a
Delaware corporation, within certain limitations, to indemnify its officers,
directors, employees and agents against expenses (including attorneys' fees),
<PAGE>
judgments, fines and amounts paid in settlement, actually and reasonably
incurred by them in connection with any suit or proceeding other than by or on
behalf of the corporation, if they acted in good faith and in a manner
reasonably believed to be in or not opposed to the best interest of the
corporation, and, with respect to a criminal action or proceeding, had no
reasonable cause to believe their conduct was unlawful.
With respect to actions by or on behalf of the corporation, Section 145
permits a corporation to indemnify its officers, directors, employees and agents
against expenses (including attorneys' fees) actually and reasonably incurred in
connection with the defense or settlement of such action or suit, provided such
person meets the standard of conduct described in the preceding paragraph,
except that no indemnification is permitted in respect of any claim where such
person has been found liable to the corporation, unless the Court of Chancery or
the court in which such action or suit was brought approves such indemnification
and determines that such person is fairly and reasonably entitled to be
indemnified.
The Amended Certificate of Incorporation of the Registrant provides for
the indemnification of officers and directors and certain other parties
("Indemnitees") of the Registrant to the fullest extent permitted under Delaware
law; provided, that except in the case of proceedings to enforce rights to
indemnification, the Registrant shall indemnify such Indemnitee in connection
with a proceeding initiated by such Indemnitee only if such proceeding was
authorized by the Board of Directors of the Registrant.
The Registrant maintains liability insurance covering its directors,
officers, employees and agents with respect to certain liabilities, not
including liabilities under the Securities Act, which they may incur in
connection with their serving as such directors, officers, employees or agents.
Item 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
Item 8. EXHIBITS
EXHIBIT DESCRIPTION
4.1 1994 Stock Option Plan (the "1994 Plan"), filed herewith.
4.2 1994 Nonemployee Directors' Stock Option Plan (the "Directors' Plan"),
filed herewith.
4.3 Form of agreement for optionees relating to stock options granted under
the 1994 Plan, filed herewith.
4.4 Form of agreement for optionees relating to stock options granted under
the Directors' Plan, filed herewith.
4.5 Certificate of Incorporation of Registrant, as amended (incorporated by
reference from Exhibit 1.1 of the Registrant's Registration Statement on
Form SB-2, (Commission No. 33-84774) as filed with the Securities and
Exchange Commission (the "SB-2")).
4.5A Certificate of Amendment of the Certificate of Incorporation of
Registrant, as filed with the Delaware Secretary of State on February 4,
1999, filed herewith.
4.6 By-Laws of Registrant (incorporated by reference to Exhibit 3.2 of the
SB-2).
4.6.A Restated By-Laws of Registrant (incorporated by reference to Exhibit
3.2A of the SB-2).
5.1 Opinion of Blank Rome Tenzer Greenblatt LLP, filed herewith.
23.1 Consent of Kirkland, Russ, Murphy & Tapp, filed herewith.
<PAGE>
23.2 Consent of Blank Rome Tenzer Greenblatt LLP, set forth in the opinion
thereof filed herewith as Exhibit 5.1.
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:
(i) To include any prospectus required by Section 10(a)(3)
of the Securities Act of 1933, as amended (the "Securities Act");
(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 (1)(i) and (1)(ii) do not
apply if the registration statement is on Form S-3 or Form S-8, and 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 Exchange Act
that are incorporated by reference in the registration statement.
(2) That, for the purpose of determining any liability under the
Securities 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.
The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (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.
Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Securities Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer or controlling person of the registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling persons in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
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 Burlington, State of Massachusetts, on this 10th
day of April, 2000.
TELEHUBLINK CORPORATION
By /s/BRUCE W. YOUNG
-----------------------------
Bruce W. Young
President and Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each individual whose signature
appears below constitutes and appoints each of Bruce W. Young and David B.
Cornstein, each with full authority to act without the others, his true and
lawful attorney-in-fact and agent with full power of substitution and
resubstitution, for him and in his name, place and stead, in any and all
capacities, to sign any and all amendments to this registration statement, and
to file the same, with all exhibits thereto, and all documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorney-in-fact and agent 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 attorney-in-fact and
agent, or his substitute or substitutes, may lawfully do or cause to be done by
virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this registration statement has been signed by the following persons in the
capacities and on the date indicated.
<TABLE>
<CAPTION>
NAME TITLE DATE
---- ----- ----
<S> <C> <C>
/s/BRUCE W. YOUNG President, Chief Executive Officer April 10, 2000
- ------------------------------------ and Director (Principal Executive
Bruce W. Young Officer)
/s/DOUGLAS MILLER Vice President of Finance April 10, 2000
- ------------------------------------ (Principal Financial and Accounting
Douglas Miller Officer)
/s/DAVID B. CORNSTEIN Director April 10, 2000
- ------------------------------------
David B. Cornstein
/s/CARL YOUNGMAN Director April 10, 2000
- ------------------------------------
Carl Youngman
</TABLE>
<PAGE>
INDEX TO EXHIBITS
EXHIBIT DESCRIPTION
4.1 1994 Stock Option Plan (the "1994 Plan"), filed herewith.
4.2 1994 Nonemployee Directors' Stock Option Plan (the "Directors' Plan"),
filed herewith.
4.3 Form of agreement for optionees relating to stock options granted under
the 1994 Plan, filed herewith.
4.4 Form of agreement for optionees relating to stock options granted under
the Directors' Plan, filed herewith.
4.5A Certificate of Amendment of the Certificate of Incorporation of
Registrant, as filed with the Delaware Secretary of State on February 4,
1999, filed herewith.
5.1 Opinion of Blank Rome Tenzer Greenblatt LLP, filed herewith.
23.1 Consent of Kirkland, Russ, Murphy & Tapp, filed herewith.
EXHIBIT 4.1
WHAT A WORLD!, INC.*
1994 STOCK OPTION PLAN
(AS AMENDED MAY 21, 1996)
Section 1. Establishment. There is hereby established the What a
World!, Inc. 1994 Stock Option Plan ("Plan"), pursuant to which employees
(including officers), directors, consultants and other persons who perform
substantial services for or on behalf of WHAT A WORLD!, INC. (the "Company") and
consultants and any other persons who perform substantial services for or on
behalf of the Company, any subsidiaries of the Company and certain other
entities may be granted options to purchase shares of common stock of the
Company, par value $.01 per share ("Common Stock"), and thereby share in the
future growth of the business. The subsidiaries of the Company included in this
Plan (the "Subsidiaries") shall be any subsidiary of the Company as defined in
Section 424 of the Internal Revenue Code of 1986, as amended (the "Code").
Section 2. Status of Options. The options which may be granted
pursuant to this Plan will constitute either incentive stock options within the
meaning of Section 422 of the Code ("Incentive Stock Options") or options which
are not Incentive Stock Options ("Non-incentive Stock Options"). Incentive Stock
Options and Non-incentive Stock Options shall be collectively referred to herein
as "Options".
Section 3. Eligibility. All employees (including officers, whether or
not they are members of the Board of Directors) of the Company or any of its
Subsidiaries who are employed at the time of the adoption of this Plan or
thereafter, any directors of the Company, and any consultants and other persons
who perform substantial services for or on behalf of the Company, any of its
Subsidiaries or affiliates, or any entity in which the Company has an interest
(collectively, the "Grantees") shall be eligible to be granted Non-incentive
Stock Options under this Plan. All employees (including officers, whether or not
they are members of the Board of Directors) of the Company or any of its
Subsidiaries who are employed at the time of adoption of this Plan or thereafter
shall be eligible to be granted Incentive Stock Options under this Plan.
Section 4. Number of Shares Covered by Options; No Preemptive Rights.
The total number of shares which may be issued and sold pursuant to Options
granted under this Plan shall be 560,000 shares of Common Stock (or the number
and kind of shares of stock or other securities which, in accordance with
Section 9 of this Plan, shall be substituted for such shares of Common Stock or
to which said shares shall be adjusted; hereinafter, all references to shares of
Common Stock are deemed to be references to said shares or shares so adjusted.)
The issuance of shares upon exercise of an Option shall be free from any
preemptive or preferential right of subscription or purchase on the part of any
stockholder. If any outstanding Option granted under this Plan expires or is
terminated, for any reason, the shares of Common Stock subject to the
unexercised portion of the Option will again be available for Options issued
under this Plan.
Section 5. Administration.
(a) This Plan shall be administered by the committee (the "Committee")
referred to in paragraph (b) of this Section. Subject to the express provisions
of this Plan, the Committee shall have complete authority, in its discretion, to
interpret this Plan, to prescribe, amend and rescind rules and regulations
relating to it, to determine the terms and provisions of the respective option
agreements (which need not be identical), to determine the Grantees to whom, and
the times and the prices at which, Options shall be granted, the option periods,
the number of shares of the Common Stock to be subject to each Option and
whether each Option shall be an Incentive Stock Option or a Non-incentive Stock
Option, and to make all other determinations necessary or advisable for the
administration of the Plan. Each Option shall be clearly identified at the time
of grant as to its status. In making such determinations, the Committee may take
into account the nature of the services rendered by the respective Grantees,
their present and potential contributions to the success of the Company and such
other factors as the Committee, in its discretion, shall deem relevant. Nothing
contained in this Plan shall be deemed to give any
- --------------
*Name of Company changed to TeleHubLink Corporation in February 1999.
<PAGE>
Grantee any right to be granted an Option to purchase shares of Common Stock
except to the extent and upon such terms and conditions as may be determined by
the Committee. The Committee's determination on all of the matters referred to
in this Section 5 shall be conclusive.
(b) The Committee shall consist of from two (2) to five (5)
individuals who are members of the Board. Each member of the Committee shall be
a person who, at the time of his appointment to, and at all times during his
service as a member of, the Committee is a "disinterested person" as that term
is then defined under Regulation 16b-3 promulgated under the Securities Exchange
Act of 1934, as amended, or any successor statute or regulation regarding the
same subject matter. The Committee shall be appointed by the Board, which may at
any time, and from time to time, remove any member of the Committee, with or
without cause, appoint additional members to the Committee and fill vacancies,
however caused, in the Committee. A majority of the members of the Committee
shall constitute a quorum and all determinations of the Committee shall be made
by a majority of such quorum. Any decision or determination of the Committee
reduced to writing and signed by all of the members of the Committee shall be
fully as effective as if it had been made at a meeting duly called and held.
(c) The Committee may at its election provide in any option agreement
covering the grant of Options under this Plan that, upon the exercise of such
Options, the Company will loan to the holder thereof such amount as shall equal
the purchase price of the shares of Common Stock issuable upon such exercise,
such loan to be on terms and conditions deemed appropriate by the Committee.
(d) Notwithstanding any provision hereof to the contrary, the
Committee shall have sole and exclusive authority with respect to the grant of
Options to directors.
Section 6. Terms of Incentive Stock Options. Each Incentive Stock
Option granted under this Plan shall be evidenced by an Incentive Stock Option
Agreement which shall be executed by the Company and by the person to whom such
Incentive Stock Option is granted, and shall be subject to the following terms
and conditions:
(a) The price at which shares of Common Stock covered by each
Incentive Stock Option may be purchased pursuant thereto shall be determined in
each case on the date of grant by the Committee, but shall be an amount not less
than the par value of such shares and, in the case of Incentive Options, not
less than the fair market value of such shares on the date of grant. For
purposes of this Section, the fair market value of shares of Common Stock on any
day shall be (i) in the event the Common Stock is not publicly traded, the fair
market value on such day as determined in good faith by the Committee or (ii) in
the event the Common Stock is publicly traded, the last sale price of a share of
Common Stock as reported by the principal quotation service on which the Common
Stock is listed, if available, or, if last sale prices are not reported with
respect to the Common Stock, the mean of the high bid and low asked prices of a
share of Common Stock as reported by such principal quotation service, or, if
there is no such report by such quotation service for such day, such fair market
value shall be the average of (i) the last sale price (or, if last sale prices
are not reported with respect to the Common Stock, the mean of the high bid and
low asked prices) on the day next preceding such day for which there was a
report and (ii) the last sale price (or, if last sale prices are not reported
with respect to the Common Stock, the mean of the high bid and low asked prices)
on the day next succeeding such day for which there was a report, or as
otherwise determined by the Committee in its discretion pursuant to any
reasonable method contemplated by Section 422 of the Code and any regulations
issued pursuant to that Section.
(b) The option price of the shares to be purchased pursuant to each
Incentive Stock Option shall be paid in full in cash, or by delivery (i.e.
surrender) of shares of Common Stock of the Company then owned by the Grantee,
at the time of the exercise of the Incentive Stock Option. Shares of Common
Stock so delivered will be valued on the day of delivery for the purpose of
determining the extent to which the option price has been paid thereby, in the
same manner as provided for the purchase price of Incentive Stock Options as set
forth in paragraph (a) of this Section, or as otherwise determined by the
Committee, in its discretion, pursuant to any reasonable method contemplated by
Section 422 of the Code and any regulations issued pursuant to that Section.
(c) Each Incentive Stock Option Agreement shall provide that such
Incentive Stock Option may be exercised by the Grantee, in such parts and at
such times as may be specified in such Agreement, within a period not exceeding
ten years after the date on which the Incentive Stock Option is granted
(hereinafter called the
<PAGE>
"Incentive Stock Option Period") and, in any event, only during the continuance
of the employee's employment by the Company or any of its Subsidiaries or during
the period of three months after the termination of such employment to the
extent that the right to exercise such Incentive Stock Option had accrued at the
date of such termination; provided, however, that if Incentive Stock Options as
to 100 or more shares are held by a Grantee, then such Incentive Stock Options
may not be exercised for less than 100 shares at any one time, and if Incentive
Stock Options for less than 100 shares are held by a Grantee, then Incentive
Stock Options for all such shares must be exercised at one time; and provided,
further, that, if the Grantee, while still employed by the Company or any of its
Subsidiaries, shall die within the Incentive Stock Option Period, the Incentive
Stock Option may be exercised, to the extent specified in the Incentive Stock
Option Agreement, and as herein provided, but only prior to the first to occur
of:
(i) the expiration of the period of one year after the date of
the Grantee's death, or
(ii) the expiration of the Incentive Stock Option Period, by the
person or persons entitled to do so under the Grantee's will, or, if the Grantee
shall fail to make testamentary disposition of said Incentive Stock Option, or
shall die intestate, by the Grantee's legal representative or representatives.
(d) Each Incentive Stock Option granted under this Plan shall by its
terms be non-transferable by the Grantee except by will or by the laws of
descent and distribution, and each Incentive Stock Option shall by its terms be
exercisable during the Grantee's lifetime only by him.
(e) Notwithstanding the foregoing, if an Incentive Stock Option is
granted to a person at any time when such person owns, within the meaning of
Section 424(d) of the Code, more than 10% of the total combined voting power of
all classes of stock of the employer corporation (or a parent or subsidiary of
such corporation within the meaning of Section 424 of the Code) the price at
which each share of Common Stock covered by such Incentive Stock Option may be
purchased pursuant to such Incentive Stock Option shall not be less than 110% of
the fair market value (determined as in paragraph (a) of this Section) of the
shares of Common Stock at the time the Incentive Stock Option is granted, and
such Incentive Stock Option must be exercised within a period specified in the
Incentive Stock Option Agreement which does not exceed five years after the date
on which such Incentive Stock Option is granted.
(f) The Incentive Stock Option Agreement entered into pursuant hereto
may contain such other terms, provisions and conditions not inconsistent
herewith as shall be determined by the Committee including, without limitation,
provisions (i) requiring the giving of satisfactory assurances by the Grantee
that the shares are purchased for investment and not with a view to resale in
connection with a distribution of such shares, and will not be transferred in
violation of applicable securities laws, (ii) restricting the transferability of
such shares during a specified period and (iii) requiring the resale of such
shares to the Company at the option price if the employment of the employee
terminates prior to a specified time. In addition, the Committee, in its
discretion, may afford to holders of Incentive Stock Options granted under this
Plan the right to require the Company to cause to be registered under the
Securities Act of 1933, as amended, for public sale by the holders thereof,
shares of Common Stock subject to such Incentive Stock Options upon such terms
and subject to such conditions as the Committee may determine to be appropriate.
(g) In the discretion of the Committee, a single Stock Option
Agreement may include both Incentive Stock Options and Non-incentive Stock
Options, or those options may be included in separate stock option agreements.
Section 7. Terms of Non-incentive Stock Options. Each Non-incentive
Stock Option granted under this Plan shall be evidenced by a Non-incentive Stock
Option Agreement which shall be executed by the Company and by the person to
whom such Non-incentive Stock Option is granted, and shall be subject to the
following terms and conditions:
(a) The price at which shares of Common Stock covered by each
Non-incentive Stock Option may be purchased pursuant thereto shall be an amount
not less than the par value of such shares.
(b) Each Non-incentive Stock Option Agreement shall provide that such
Non-incentive Stock
<PAGE>
Option may be exercised by the Grantee, in such parts and at such times as may
be specified in such Agreement, within a period up to and including ten years
after the date on which the Non-incentive Stock Option is granted.
(c) Each Non-incentive Stock Option granted under this Plan shall by
its terms be non-transferable by the optionee except by will or by the laws of
descent and distribution, and each Non-incentive Stock Option shall by its terms
be exercisable during the Grantee's lifetime only by him.
(d) The Non-incentive Stock Option Agreement entered into pursuant
hereto may contain such other terms, provisions and conditions not inconsistent
herewith as shall be determined by the Committee, in its sole discretion,
including without limitation the terms, provisions and conditions set forth in
Section 6(f) with respect to Incentive Stock Option Agreements.
SECTION 8. Limit on Option Amount. Notwithstanding any provision
contained herein, the aggregate fair market value (determined under Section 6(a)
as of the time Incentive Stock Options are granted) of the shares of Common
Stock with respect to which Incentive Stock Options are first exercisable by any
employee during any calendar year (under all stock option plans of the
employee's employer corporation and its parent and subsidiary corporation within
the meaning of Section 424 of the Code) shall not exceed $100,000. If an Option
exceeds this $100,000 limitation, the portion of such an option which is
exercisable for shares of Common Stock in excess of the $100,000 limitation
shall be treated as a Non-incentive Stock Option. The limit in this paragraph
shall not apply to options which are designated as Non-incentive Stock Options,
and, except as otherwise provided herein, there shall be no limit on the amount
of such options which may be first exercisable in any year.
SECTION 9. (a) Adjustment of Number of Shares. In the event that a
dividend shall be declared upon the shares of Common Stock payable in shares of
Common Stock, the number of shares of Common Stock then subject to any Option
granted hereunder, and the number of shares reserved for issuance pursuant to
this Plan but not yet covered by an Option, shall be adjusted by adding to each
of such shares the number of shares which would be distributable thereon if such
share had been outstanding on the date fixed for determining the stockholders
entitled to receive such stock dividend. In the event that the outstanding
shares of Common Stock shall be changed into or exchanged for a different number
or kind of shares of stock or other securities of the Company or of another
corporation, whether through reorganization, recapitalization, stock split-up,
combination of shares, merger or consolidation, then there shall be substituted
for each share of Common Stock subject to any such Option and for each share of
Common Stock reserved for issuance pursuant to the Plan but not yet covered by
an Option, the number and kind of shares of stock or other securities into which
each outstanding share of Common Stock shall be so changed or for which each
such share shall be exchanged; provided, however, that in the event that such
change or exchange results from a merger or consolidation, and in the judgment
of the Committee such substitution cannot be effected or would be inappropriate,
or if the Company shall sell all or substantially all of its assets, the Company
shall use reasonable efforts to effect some other adjustment of each then
outstanding Option which the Committee, in its sole discretion, shall deem
equitable. In the event that there shall be any change, other than as specified
above in this Section 9(a), in the number or kind of outstanding shares of
Common Stock or of any stock or other securities into which such shares of
Common Stock shall have been changed or for which they shall have been
exchanged, then, if the Committee shall determine that such change equitably
requires an adjustment in the number or kind of shares theretofore reserved for
issuance pursuant to the Plan but not yet covered by an Option and of the shares
then subject to an Option or Options, such adjustment shall be made by the
Committee and shall be effective and binding for all purposes of this Plan and
of each stock option agreement. Notwithstanding the foregoing, if any adjustment
in the number of shares which may be issued and sold pursuant to Options is
required by the Code or regulations issued pursuant thereto to be approved by
the stockholders in order to enable the Company to issue Incentive Stock Options
pursuant to this Plan, then no such adjustment shall be made without the
approval of the stockholders. In the case of any such substitution or adjustment
as provided for in this Section 9(a), the option price in each stock option
agreement for each share covered thereby prior to such substitution or
adjustment will be the total option price for all shares of stock or other
securities which shall have been substituted for each such share or to which
such share shall have been adjusted pursuant to this Section 9. No adjustment or
substitution provided for in this Section 9 shall require the Company, in any
stock option agreement, to sell a fractional share, and the total substitution
or adjustment with respect to each stock option agreement shall be limited
accordingly. Notwithstanding the foregoing, in the case of Incentive Stock
Options, if the effect of the adjustments or substitution is to cause the
Incentive Stock Option to fail to continue to qualify as an Incentive Stock
Option or to cause a modification, extension or renewal of such Incentive Stock
Option within the meaning of Section 424 of the Code, the Board of
<PAGE>
Directors shall use reasonable efforts to effect such other adjustment of each
then outstanding option as the Board of Directors, in its sole discretion, shall
deem equitable.
(b) In the event that the Company shall effect a distribution,
other than a normal and customary cash dividend, upon shares of Common Stock,
the Committee may, in order to prevent significant diminution in the value of
options as a result of any such distribution, take such measures as it deems
fair and equitable, including, without limitation, the adjustment of the Option
Price per share for Shares not issued and sold hereunder prior to the record
date for said distribution.
SECTION 10. Amendments. This Plan may be terminated or amended from
time to time by vote of the Committee; provided, however, that no such
termination or amendment shall materially adversely affect or impair any then
outstanding Option without the consent of the Grantee thereof and no amendment
which shall (i) change the total number of shares which may be issued and sold
pursuant to Options granted under this Plan, or (ii) change the designation or
class of employees or other persons eligible to receive Incentive Options or
Non-incentive Options, shall be effective without the approval of the
stockholders. Notwithstanding the foregoing, the Plan may be amended by the
Committee to incorporate any amendments made to the Code or regulations
promulgated thereunder which the Committee deems to be necessary or desirable to
preserve (i) incentive stock option status for outstanding Incentive Stock
Options and the ability to issue Incentive Stock Options pursuant to this Plan,
and (ii) the deductibility by the Company pursuant to Section 162(m) of the Code
of amounts taxed to Plan participants as ordinary compensation income.
SECTION 11. Effective Date and Termination. This Plan shall become
effective on the date its adoption is approved by the stockholders of the
Company. Except to the extent necessary to govern outstanding Options, this Plan
shall terminate on, and no additional Options shall be granted after, ten years
from the date the Plan is adopted, or ten years from the date the Plan is
approved by the stockholders, whichever is earlier.
EXHIBIT 4.2
WHAT A WORLD!, INC.*
1994 NONEMPLOYEE DIRECTORS' STOCK OPTION PLAN
1. ESTABLISHMENT. There is hereby established the What A World!, Inc.
1994 Nonemployee Directors' Stock Option Plan (the "Directors' Plan") pursuant
to which certain directors of What A World!, Inc. (the "Corporation") may be
granted options to purchase shares of common stock, par value $.01 per share
("Common Stock"), and thereby share in the future growth of the business. The
purpose of the Directors' Plan is to attract and retain the services of
non-employee members of the Board of Directors and to provide them with
increased motivation and incentive to exert their best efforts on behalf of the
Corporation by enlarging their personal stake in the Corporation.
2. STATUS OF OPTIONS. The options to be issued pursuant to this
Directors' Plan ("Options") shall not constitute incentive stock options within
the meaning of Section 422 of the Internal Revenue Code of 1986, as amended (the
"Code").
3. ELIGIBILITY. All directors of the Corporation who are not employees
of the Corporation or any of its subsidiaries (collectively, the "Participants")
shall be eligible to be granted Options under this Directors' Plan.
4. NUMBER OF SHARES COVERED BY OPTIONS; NO PREEMPTIVE RIGHTS. The
total number of shares which may be issued and sold pursuant to Options granted
under this Directors' Plan shall be 40,000 shares of Common Stock (or the number
and kind of shares of stock or other securities which, in accordance with
Section 8 of this Directors' Plan, shall be substituted for such shares of
Common Stock or to which said shares shall be adjusted; hereinafter, all
references to shares of Common Stock are deemed to be references to said shares
or shares so adjusted). The issuance of shares upon exercise of an Option shall
be free from any preemptive or preferential right of subscription or purchase on
the part of any stockholder. If any outstanding Option granted under this
Directors' Plan is terminated for any reason, the shares of Common Stock subject
to the unexercised portion of the Option will again be available for Options
issued under this Directors' Plan.
5. ADMINISTRATION.
(a) The Directors' Plan shall be administered by a committee
consisting of from two (2) to five (5) individuals who are members of the Board.
The Committee shall be appointed by the Board, which may at any time, and from
time to time, remove any member of the Committee, with or without cause, appoint
additional members to the Committee and fill vacancies, however caused, in the
Committee. A majority of the members of the Committee shall constitute a quorum
and all determinations of the Committee shall be made by a majority of such
quorum. Any decision or determination of the Committee reduced to writing and
signed by all of the members of the Committee shall be fully as effective as if
it had been made at a meeting duly called and held. A Participant may receive
Options under this Directors' Plan whether or not such Participant also serves
as a member of the Committee.
(b) Options shall be automatically granted to Participants in
accordance with Section 6 hereof and shall be issued upon the terms and
conditions set forth in Section 7 hereof. Accordingly, the persons to whom
Options shall be granted, the number of shares subject thereto and the material
terms and conditions governing the Options, will not be subject to the
discretion of the Committee. However, if any questions of interpretation of this
Directors' Plan or of any Options issued hereunder shall arise, they shall be
determined by the Committee and such determination shall be final and binding
upon all persons having an interest in the Directors' Plan.
- --------------
*Name of Company changed to TeleHubLink Corporation in February 1999.
<PAGE>
6. NON-DISCRETIONARY GRANTS. Subject to approval of the Plan by the
stockholders of the Corporation, Options shall be automatically granted to
Participants as follows:
(a) an option to purchase 2,500 shares of Common Stock will be granted
to each Participant on the effective date of the Corporation's registration
statement on Form SB-2 (Registration No. 33-84774);
(b) an Option to purchase 2,500 shares of Common Stock will be granted
to each Participant who was not granted options pursuant to Section 6(a) herein
upon their initial election or appointment as a director of the Corporation; and
(c) an additional Option to purchase 2,500 shares of Common Stock will
be granted to each Participant at each Annual Meeting of the Board immediately
following the Annual Meeting of Stockholders in each year, commencing in 1995,
during the term of this Directors Plan. If the number of shares remaining in the
Directors' Plan on any such date is insufficient to grant each Participant an
Option to purchase 2,500 shares of Common Stock, each Participant will
automatically receive an Option to purchase a number of shares of Common Stock
to be determined by dividing the total number of shares remaining in this
Directors' Plan by the number of Participants at that time and, if necessary,
rounding down to the nearest whole number of shares.
7. TERMS AND CONDITIONS OF OPTIONS; STOCK OPTION AGREEMENTS. Each
Option granted pursuant to this Directors' Plan shall be evidenced by a written
agreement between the Participant and the Corporation which shall contain the
following terms:
(a) OPTION PRICE. The exercise price of each Director's Option shall
be one hundred percent (100%) of the fair market value of the shares subject to
such Option on the date of grant. For purposes of this Section, the fair market
value of the shares of Common Stock on any day shall be (i) in the event the
Common Stock is not publicly traded, the fair market value on such day as
determined in good faith by the Committee or (ii) in the event the Common Stock
is publicly traded, the last sale price of a share of Common Stock as reported
by the principal quotation service on which the Common Stock is listed, if
available, or, if last sale prices are not reported with respect to the Common
Stock, the mean of the high bid and low asked prices of a share of Common Stock
as reported by such principal quotation service, or, if there is no such report
by such quotation service for such day, such fair market value shall be the
average of (i) the last sale price (or, if last sale prices are not reported
with respect to the Common Stock, the mean of the high bid and low asked prices)
on the day next preceding such day for which there was a report and (ii) the
last sale price (or, if last sale prices are not reported with respect to the
Common Stock, the mean of the high bid and low asked prices) on the day next
succeeding such day for which there was a report, or as otherwise determined by
the Committee in its discretion pursuant to any reasonable method contemplated
by Section 422 of the Code and any regulations issued pursuant to that Section.
(b) MEDIUM AND TIME OF PAYMENT. The exercise price of the shares to be
purchased pursuant to an Option shall be paid (i) in full in cash or by check,
(ii) by delivery of shares of Common Stock of the Corporation then owned by the
Participant with a fair market value at the time of the exercise of the Option
equal to the exercise price, or (iii) by a combination of (i) and (ii).
(c) TERM AND EXERCISE OF OPTIONS. The term of each Option shall
commence on the date it is granted and, unless sooner terminated as set forth
herein, shall expire ten years after its date of grant unless extended as set
forth herein. In the event a Participant shall cease to be a director of the
Corporation for any reason other than death or disability, the Option shall
terminate on the earlier to occur of (i) the later of ninety (90) days after the
date of termination of service or six months and ten days after such
Participant's last purchase or sale of shares of Common Stock prior to his
termination of service as a director, or (ii) the expiration date of the Option.
If the Participant shall die or become disabled within the meaning of Section
22(e)(3) of the Code while still serving as a director or prior to the
termination of the Option in accordance with the preceding sentence, the Option
shall terminate on the first anniversary of the Participant's death or
disability, as the case may be. In the event of the Participant's death, the
Option may be exercised by the person or persons entitled to do so under the
Participant's will or, if the Participant shall fail to make testamentary
disposition of the Option, or shall die intestate, by the Participant's legal
representative.
(d) TRANSFERABILITY. Each Option shall be non-transferable by the
Participant except by will
<PAGE>
or by the laws of descent and distribution or pursuant to a qualified domestic
relations order, and shall be exercisable only by the Participant.
(e) INVESTMENT PURPOSE. Each Participant shall represent and warrant
that he is acquiring the Option and, in the event the Option is exercised, the
shares of Common Stock issuable thereunder, for investment, for his own account
and not with a view to the distribution thereof, and that he will not offer or
sell the shares unless a registration statement under the Securities Act of
1933, as amended (the "Securities Act"), and any applicable state securities law
is in effect, or unless counsel satisfactory to the Corporation renders a
reasoned opinion that the proposed sale is exempt from the registration
requirements of the Securities Act and such state securities act. The
Corporation shall not be obligated to issue or deliver any shares upon exercise
of an Option if to do so would violate the Securities Act or any state
securities law and the Corporation shall have no obligation to file any
registration statement or take any other action required or permitted by any
such law.
8. ADJUSTMENT OF NUMBER OF SHARES.
(a) In the event that a dividend shall be declared upon the shares of
Common Stock payable in shares of Common Stock, the number of shares of Common
Stock then subject to any Option granted hereunder, and the number of shares
reserved for issuance pursuant to this Directors' Plan but not yet covered by an
Option, shall be adjusted by adding to each of such shares the number of shares
which would be distributable thereon if such shares had been outstanding on the
date fixed for determining the stockholders entitled to receive such stock
dividend. In the event that the outstanding shares of Common Stock shall be
changed into or exchanged for a different number or kind of shares of stock or
other securities of the Corporation or of another corporation, whether through
reorganization, recapitalization, stock split-up, combination of shares, merger
or consolidation, then there shall be substituted for each share of Common Stock
subject to any such Option and for each share of Common Stock reserved for
issuance pursuant to this Directors' Plan but not yet covered by an Option, the
number and kind of shares of stock or other securities into which each
outstanding share of Common Stock shall be so changed or for which each such
share shall be exchanged; provided, however, that in the event that such change
or exchange results from a merger or consolidation, and in the judgment of the
Committee such substitution cannot be effected or would be inappropriate, or if
the Company shall sell all or substantially all of its assets, the Company shall
use reasonable efforts to effect some other adjustment of each then outstanding
Option which the Committee, in its sole discretion, shall deem equitable. In the
event that there shall be any change, other than as specified above in this
Section 8(a), in the number or kind of outstanding shares of Common Stock or of
any stock or other securities into which such shares of Common Stock shall have
been changed or for which they shall have been exchanged, then, if the Committee
shall determine that such change equitably requires an adjustment in the number
or kind of shares theretofore reserved for issuance pursuant to the Plan but not
yet covered by an Option and of the shares then subject to an Option or Options,
such adjustment shall be made by the Committee and shall be effective and
binding for all purposes of this Plan and of each stock option agreement. In the
case of any such substitution or adjustment as provided for in this Section, the
option price in each stock option agreement for each share covered thereby prior
to such substitution or adjustment will be the total option price for all shares
of stock or other securities which shall have been substituted for each such
share or to which such share shall have been adjusted pursuant to this Section
8. No adjustment or substitution provided for in this Section shall require the
Corporation, in any stock option agreement, to sell a fractional share, and the
total substitution or adjustment with respect to each stock option agreement
shall be limited accordingly.
(b) In the event that the Corporation shall effect a distribution,
other than a normal and customary cash dividend, upon shares of Common Stock,
the Committee may, in order to prevent significant diminution in the value of
options as a result of any such distribution, take such measures as it deems
fair and equitable, including, without limitation, the adjustment of the Option
Price per share for Shares not issued and sold hereunder prior to the record
date for said distribution.
9. EFFECTIVE DATE AND TERM OF PLAN. This Directors' Plan shall become
effective as of the date of its adoption by the stockholders of the Corporation.
Except to the extent necessary to govern outstanding Options issued, this
Directors' Plan shall terminate on, and no additional Options shall be granted
after, the tenth anniversary of its effective date unless earlier terminated by
the Board of Directors in accordance with Section 10 hereof.
<PAGE>
10. AMENDMENT OF THE PLAN. This Directors' Plan may be terminated or
amended from time to time by vote of the Committee; provided, however, that no
such termination or amendment shall materially adversely affect or impair any
then outstanding Directors' Option without the consent of the Participant. The
approval of the Corporation's stockholders is required in respect of any
amendment which would (i) increase the maximum number of shares subject to this
Directors' Plan; or (ii) change the designation of the Participants eligible to
receive Options under this Directors' Plan.
EXHIBIT 4.3
WHAT A WORLD!, INC.*
STOCK OPTION AGREEMENT
Pursuant to the 1994 Stock Option Plan
Option granted in St. Petersburg, Florida on ______________ (the "Date
of Grant") by What A World!, Inc. (the "Corporation") to ____________
("Grantee", which term includes any person entitled to exercise the Option):
(1) The Option. The Corporation grants to the Grantee, effective on the Date of
Grant, a stock option (the "Option") to purchase, on the terms and
conditions herein set forth, up to __ of the Corporation's fully paid,
nonassessable shares of Common Stock, par value $.01 per share (the
"Shares"), at the purchase price for the Shares set forth in Paragraph 2
below. The Option is granted pursuant to the Corporation's 1994 Stock
Option Plan, adopted by the Board of Directors of the Corporation on
October 1, 1994, and adopted by the Stockholders of the Corporation on
November 8, 1994 (the "Plan"). The Option is subject in its entirety to all
the applicable provisions of the Plan which are incorporated herein by
reference as if set forth at length herein, and is a non incentive option
granted pursuant to Section 6 of the Plan.
(2) The Purchase Price. The purchase price of the Shares shall be $____ per
share (the "Option Price").
(3) Exercise of Option. (a) Except as otherwise provided in the Plan, the
Option is exercisable over a period beginning from the Date of Grant and
ending ten years from the Date of Grant (the "Option Period") in accordance
with the following schedule:
PERCENT OF SHARES SUBJECT
DATE TO OPTION PURCHASABLE
- ---------------------------------------------------- --------------------------
Commencing on the Date of Grant until (but not
including ) the first anniversary of the Date of
Grant: 20%
Commencing on the first anniversary of the Date of
Grant until (but not including ) the second
anniversary of the Date of Grant: 20%
Commencing on the second anniversary of the Date of
Grant until (but not including ) the third
anniversary of the Date of Grant: 20%
Commencing on the third anniversary of the Date of
Grant until (but not including ) the fourth
anniversary of the Date of Grant: 20%
Commencing on the fourth anniversary of the Date of
Grant until (but not including ) the tenth
anniversary of the Date of Grant: 20%
Subject to the terms hereof, the Option may be exercised from time to time
during the Option Period as to the total number of Shares allowable under this
Paragraph 3(a), or any lesser amount thereof, as long as the Grantee is employed
by the Corporation.
- --------------
*Name of Company changed to TeleHubLink Corporation in February 1999.
<PAGE>
(b) At such time as the Grantee desires to exercise the Option
granted hereby, in whole or in part, the Grantee's signature at
the place provided on the Exercise Form attached hereto will
evidence the Grantee's election to purchase Shares of Common
Stock pursuant to the terms and subject to the conditions and
limitations contained in the Plan, in this Agreement and in said
Exercise Form. The Option shall be considered exercised (in full
or part, as the case may be) on the date such Exercise Form is
mailed to the Chief Financial officer of the Corporation, postage
prepaid, or delivered in person to the Chief Financial Officer,
together with payment of the Option Price for the Shares to be
purchased plus any withholding tax required under any federal,
state and local statutes.
(c) The Option Price shall be paid in full in United States dollars
at the time of purchase or with stock of the Corporation having
fair market value (as determined pursuant to Section 6(a) of the
Plan) equal to the Option Price. If the option is exercised in
accordance with the provisions of the Plan and this Agreement,
the Corporation shall deliver to such person a certificate or
certificates representing the number of Shares in respect to
which the Option is being exercised, which Shares shall be
registered in his or her name.
(d) If this Option shall extend to 100 or more Shares, then this
Option may not be exercised for less than 100 Shares at any one
time, and if this Option shall extend to less than 100 Shares,
then this Option must be exercised for all such Shares at one
time.
(4) Sale of the Shares. The Grantee shall not be entitled to sell,
transfer, or distribute the Shares except pursuant to (i) an effective
registration statement under the Securities Act of 1933, as amended,
and any applicable state securities or "Blue Sky" laws, or (ii) if
there be no registration statement in effect, pursuant to a specific
exemption from registration under the Securities Act of 1933, as
amended, and any applicable state securities or "Blue Sky" laws. Prior
to offering or selling the Shares upon claim of exemption, the Grantee
shall obtain a written opinion from counsel reasonably satisfactory to
the Corporation who may be counsel for the Corporation to the effect
that such exemptions are available or shall deliver "no-action"
letters from the Securities and Exchange Commission and any applicable
state securities commission with respect to the proposed sale,
transfer or distribution of the Shares. The certificate or
certificates representing the Shares shall have an appropriate legend
referring to the terms of this option.
(5) Termination of Employment. Subject to Paragraph 8 hereof, in the event
employment of Grantee shall terminate for any reason other than death,
the Grantee shall have the right to exercise this Option but only in
respect of Shares which he or she was entitled to purchase under this
Option at the date of termination of his or her employment, at any
time up to and including the earlier of one year after the date of
such termination of employment or the expiration of the option Period.
This Option shall not be affected by any change of employment so long
as the Grantee continues to be an employee of the Corporation or any
of its Subsidiaries (as such term is defined in Section 1 of the
Plan).
(6) Successors and Assigns. The Agreement shall be binding upon and shall
inure to the benefit of any successor or assign of the Corporation
and, to the extent herein provided, shall be binding upon and inure to
the benefit of the Grantee's legal representatives.
(7) Exercise and Transferability of Option. During the lifetime of the
Grantee, this Option is exercisable only by him or her and shall not
be assignable or transferable by him or her and no other person shall
acquire any rights therein. In the event of the death of the Grantee,
this Option or any unexercised portion thereof shall be exercisable at
any time prior to the expiration of one year after the date of such
death (but in no event later than the date of the expiration of the
Option) only by his or her executors or administrators or the person
or persons to whom such deceased Grantee's rights under this Option
shall pass by such deceased Grantee's will or by the laws of descent
and distribution of the state of his or her domicile at the time of
his or her death. The person or persons so exercising this Option
after the deceased Grantee's death shall, simultaneously with the
delivery of the Exercise Form and the payment for the Shares
purchased, deliver to the Company such proof of the right of such
person or persons to exercise this option as may reasonably be
required by the Corporation and its counsel.
(8) Expiration of Option. This Option is not exercisable after the
expiration of ten years from the Date of Grant.
(9) Adjustment of Options.
<PAGE>
(a) The number of Shares issuable upon exercise of this Option, or
the amount and kind of other securities issuable in addition
thereto or in lieu thereof upon the occurrence of the events
specified in Section 9 of the Plan, shall be determined and
subject to adjustment, as the case may be, in accordance with the
procedures therein specified.
(b) Fractional shares resulting from any adjustment in options
pursuant to this Paragraph may be settled in cash or otherwise as
the Corporation shall determine. Notice of any adjustment in this
Option shall be given by the Corporation to the holder of this
Option and such adjustment (whether or not such notice is given)
shall be effective and binding for all purposes of the Plan and
this Agreement.
(10) Rights.
(a) The granting of this Option shall not confer upon the Grantee any
right to be continued in the employ of the Corporation or any of
its subsidiaries, nor shall the Corporation or any of its
subsidiaries be limited by reasons thereof, or for any other
reason, in its discretion and at any time from changing the
status or position of his or her employment, or from terminating
the employment of such Grantee, or from reducing or changing his
or her compensation at any time and from time to time, subject,
however, to any employment agreement between the Grantee and the
Corporation.
(b) The Grantee shall not, by reason of the granting to him or her of
this Option, have or thereby acquire any rights of a stockholder
of the Corporation with respect to any Shares unless and until he
or she has tendered full payment of the Option Price for such
Shares and such Shares have been duly issued or transferred and
delivered to the Grantee in accordance with the terms hereof.
(11) Governing Law. This Agreement shall be governed and construed in
accordance with the laws of the State of Florida applicable to
contracts entered into and to be performed wholly with such state. If
the foregoing is in accordance with the Grantee's understanding and
approved by him or her, he or she may so confirm by signing and
returning the duplicate of this Agreement delivered for that purpose.
WHAT A WORLD!, INC.
By:__________________
The foregoing is in accordance with my understanding and is hereby confirmed and
agreed to as of the Date of the Grant.
__________________________ [Grantee]
Dated:____________________________
EXHIBIT 4.4
WHAT A WORLD!, INC.*
AGREEMENT RELATING TO STOCK OPTION
WHICH IS NOT AN "INCENTIVE OPTION"
PURSUANT TO THE 1994 NONEMPLOYEE DIRECTORS' STOCK OPTION PLAN
------------------------------
Option granted in St. Petersburg, Florida, as of ______________
(hereinafter referred to as the "Date of Grant") by WHAT A WORLD!, INC. (the
"Corporation") to _______________ (the "Grantee") :
1. The Option. The Corporation hereby grants to the Grantee,
effective on the Date of Grant, a stock option (the "Option") to purchase, on
the terms and conditions herein set forth, up to 2,500 fully paid,
non-assessable shares of the Corporation's Common Stock, par value $0.01 per
share (the "Shares"), at the option price set forth in Section 2 below.
The Option is granted pursuant to the Corporation's 1994 Nonemployee
Directors' Stock Option Plan (the "Plan"), a copy of which is delivered herewith
by the Corporation and receipt thereof is acknowledged by the Grantee. The
Option is subject in its entirety to all the applicable provisions of the Plan
which are incorporated herein by reference. The Option is a "Non-incentive Stock
Option" within the meaning of Section 2 of the Plan.
2. The Purchase Price. The purchase price of the Shares shall be
$_______ per share (the "Option Price").
3. Exercise of Option.
(a) Except as otherwise provided in the Plan and this Option
Agreement, the option is exercisable over a period commencing on the date hereof
and ending at the close of business ten years and thirty days from the Date of
Grant (the "Expiration Date") . The Option may be exercised from time to time
during such period as to the total number of Shares allowable under this Section
3 (a) , or any lesser amount thereof, but only during the continuation of the
Grantee's service as a director of the Corporation. In the event the Grantee
shall cease to be a director of the Corporation for any reason other than death
or disability, this Option shall terminate on the earlier to occur of (i) the
later of ninety (90) days after the date of termination of service or six months
and ten days after the Grantee's last purchase or sale of shares of Common Stock
prior to his termination of service as a director and (ii) the Expiration Date.
If the Grantee shall die or become disabled within the meaning of Section 22 (e)
(3) - of the Internal Revenue Code of 1986, as amended, while still serving as a
director or prior to the termination of this Option in accordance with the
preceding sentence, the Option shall terminate on the earlier of (i) the first
anniversary of the Participant's death or disability, as the case may be, and
(ii) the Expiration Date. In the event of the death of the Grantee, this Option
may be exercised by the person or persons entitled to do so under the Grantee's
will (a "legatee"), or, if the Grantee shall fail to make testamentary
disposition of this Option, or shall die intestate, by the Grantee's legal
representative (a "legal representative"). If this Option shall extend to 100 or
more Shares, then this Option may not be exercised for less than 100 Shares at
any one time, and if this Option shall extend to less than 100 Shares, then this
Option must be exercised for all such Shares at one time.
(b) Not less than five days nor more than 30 days prior to the date
upon which all or any portion of the Options to be exercised, the person
entitled to exercise the Option shall deliver to the Corporation written notice
(the "Notice") of his election to exercise all or a part of the Option, which
Notice shall specify the date for the
- --------------
*Name of Company changed to TeleHubLink Corporation in February 1999.
<PAGE>
exercise of the Option and the number of Shares in respect of which the Option
is to be exercised. The date specified in the Notice shall be a business day of
the Corporation.
(c) On the date specified in the Notice, the person entitled to
exercise the Option shall pay to the Corporation the Option Price of the Shares
in respect of which the Option is exercised and the minimum amount of any
Federal and state withholding tax and any employment tax. The Option Price shall
be paid in full at the time of purchase, in cash or by check or with Common
Stock of the Corporation which has been owned by the Grantee for at least six
months prior to the exercise of the Option, the value of which shall be
determined in the same manner as provided for determining the fair market value
of a share of Common Stock as set forth in Section 7(a) of the Plan. If the
Option is exercised in accordance with the provisions of the Plan and this
Option Agreement, the Corporation shall deliver to such person certificates
representing the number of Shares or other securities in respect of which the
option is being exercised which Shares or other securities shall be registered
in his name.
4. Representations, Warranties and Covenants.
(a) The Grantee represents and warrants that he is acquiring this
Option and, in the event this Option is exercised, the Shares, for investment,
for his own account and not with a view to the distribution thereof, and that he
has no present intention of disposing of this Option or the shares or any
interest therein or sharing ownership thereof with any other person or entity.
(b) The Grantee agrees that he will not offer, sell, hypothecate,
transfer or otherwise dispose of any of the Shares unless either:
(i) A registration statement covering the Shares which are to be
so offered has been filed with the Securities and Exchange Commission
pursuant to the Securities Act of 1933 (the "Securities Act") and such
sale, transfer or other disposition is accompanied by a prospectus
relating to a registration statement which is in effect under the
Securities Act covering the Shares which are to be sold, transferred
or otherwise disposed of and meeting the requirements of Section 10 of
the Securities Act; or
(ii) Counsel satisfactory to the Corporation renders a reasoned
opinion in writing and addressed to the Corporation, satisfactory in
form and substance to the Corporation and its counsel, that in the
opinion of such counsel such proposed offer, sale, transfer or other
disposition of the Shares is exempt from. the provisions of Section 5
of the Securities Act in view of the circumstances of such proposed
offer, sale, transfer or other disposition.
(c) The Grantee acknowledges that (i) the Shares and this Option
constitute "securities" under the Securities Act and/or the Securities Exchange
Act of 1934 and/or the Rules and Regulations promulgated under said acts; (ii)
the Shares must be held indefinitely unless subsequently registered under the
Securities Act or an exemption from such registration is available; and (iii)
the Corporation shall not be obligated to issue or deliver any Shares upon
exercise of the Option if to do so would violate the Securities Act or any state
securities law and the Corporation shall have no obligation to file any
registration statement or take any other action required or permitted by any
such law.
(d) The certificate or certificates representing the Shares shall have
an appropriate legend referring to the terms of this Option.
(e) The Grantee is advised that he or his legatee or legal
representative, as the case may be and as defined above, may be required to make
an appropriate representation at the time of any exercise of this Option in form
and substance similar to the representations contained herein, relating to the
Shares, then being purchased.
<PAGE>
(f) The Grantee acknowledges that, in the event of termination of his
or her service as a director of the Corporation, his or her rights to exercise
this Option are restricted as set forth in Section 3(a) above.
5. Successors and Assigns. This Option Agreement shall be binding upon and
shall inure to the benefit of any successor or assign of the Corporation
and, to the extent herein provided, shall be binding upon and inure to the
benefit of the Grantee's legatee or legal representative, as defined above.
6. Adjustment of Options.
(a) The number of Shares issuable upon exercise of this Option, or the
amount and kind of other securities issuable in addition thereto or in
lieu thereof upon the occurrence of the events specified in Section 7
of the Plan, and any changes to the Option Price or other terms
contemplated thereby, shall be determined and subject to adjustment,
as the case may be, in accordance with the procedures therein
specified.
(b) Fractional shares resulting from any adjustment in options pursuant to
this Section may be settled in cash or otherwise as the appropriate
committee of the Board of Directors shall determine. Notice of any
adjustment in this Option shall be given by the Corporation to the
holder of this Option and such adjustment (whether or not such notice
is given) shall be effective and binding for all purposes of the Plan.
7. Exercise and Transferability of Option. During the lifetime of the Grantee,
this Option is exercisable only by him and shall not be assignable or
transferable by him. and no other person shall acquire any rights therein,
except by will or the laws of descent and distribution or pursuant to a
qualified domestic relations order. If the Grantee, while still serving as
a director of the Corporation, shall die within the Option Period, his or
her legatee or legal representative shall have the rights provided in
Section 3(a) above.
If the foregoing is in accordance with the Grantee's understanding and
approved by him, he may so confirm by signing and returning the duplicate of
this Option Agreement delivered for that purpose.
WHAT A WORLD!, INC.
By ____________________________
Name:
Title:
The foregoing is in accordance with my understanding and is hereby confirmed and
agreed to as of the Date of Grant.
___________________________
EXHIBIT 4.5.A
CERTIFICATE OF AMENDMENT
OF THE
CERTIFICATE OF INCORPORATION
OF
WHAT A WORLD!, INC.
Pursuant to Section 242 of the General
Corporation Law of the State of Delaware
WHAT A WORLD!, INC., a corporation organized and existing under and by
virtue of the General Corporation Law of the State of Delaware (the
"Corporation"), does hereby certify as follows:
FIRST: The name of the Corporation is WHAT A WORLD!, INC.
SECOND: Resolutions setting forth a proposed amendment to the
Certificate of Incorporation of the Corporation, declaring said amendment to be
advisable and directing that said amendment be considered by the stockholders of
the Corporation, were adopted by the Board of Directors of the Corporation at a
meeting duly held on December 14, 1998.
THIRD: Thereafter, said amendment was approved in accordance with
Section 242 of the General Corporation Law of the State of Delaware by the
holders of a majority of the outstanding shares of the Corporation's capital
stock at a special meeting of the Corporation's stockholders duly held on
February 4, 1999.
FOURTH: Said amendment amends the Certificate of Incorporation of the
Corporation by deleting Article FIRST and Article FOURTH thereof and
substituting therefor a new Article FIRST and Article FOURTH, which read in
their entirety as follows:
FIRST: The name of the corporation is TeleHubLink Corporation
(hereinafter referred to as the "Corporation").
FOURTH: The total number of shares of capital stock that the
Corporation shall have authority to issue is 50,000,000 shares of
Common Stock, par value $0.01 per share.
FIFTH: Said amendment was duly adopted in accordance with the
provisions of Section 242 of the General Corporation Law of the State of
Delaware.
<PAGE>
IN WITNESS WHEREOF, the Corporation has caused this
Certificate of Amendment to be signed by its President and attested by its
Assistant Secretary this 4th day of February, 1999.
WHAT A WORLD!, INC.
By: /s/ DAVID B. CORNSTEIN_
-----------------------
David B. Cornstein
Chairman of the Board
Attest:
By:/s/ JAMES MARTIN KAPLAN
------------------------
James Martin Kaplan
Assistant Secretary
EXHIBIT 5.1
Blank Rome Tenzer Greenblatt LLP
405 Lexington Avenue
New York, New York 10174-0208
April 10, 2000
TeleHubLink Corporation
24 New England Executive Park
Burlington, Massachusetts 01803
Gentlemen:
You have requested our opinion with respect to the offer and sale by
you, TeleHubLink Corporation, a Delaware corporation (the "Company"), pursuant
to a Registration Statement (the "Registration Statement") on Form S-8 under the
Securities Act of 1933, as amended (the "Act"), of up to 600,000 shares (the
"Plan Shares") of common stock, par value $.01 per share, of the Company (the
"Common Stock"), issuable upon exercise of stock options (the "Plan Options")
granted or available for grant under the Company's 1994 Stock Option Plan, as
amended (the "1994 Plan"), and the Company's 1994 Nonemployee Directors' Stock
Option Plan (the "Directors' Plan" and collectively with the 1994 Plan, the
"Plans").
We have examined originals, or copies certified or otherwise
identified to our satisfaction, of such documents and corporate and public
records as we deem necessary as a basis for the opinion hereinafter expressed.
With respect to such examination, we have assumed the genuineness of all
signatures appearing on all documents presented to us as originals, and the
conformity to the originals of all documents presented to us as conformed or
reproduced copies. Where factual matters relevant to such opinion were not
independently established, we have relied upon certificates of executive
officers and responsible employees and agents of the Company.
Based upon the foregoing, it is our opinion that the Plan Shares have
been duly and validly authorized and when sold, paid for and issued as
contemplated by the Registration Statement and the Plan Options, will be duly
and validly issued and fully paid and nonassessable.
We hereby consent to the use of this opinion as Exhibit 5.1 to the
Registration Statement. We also hereby consent to the reference to our firm in
the Registration Statement. In giving this consent, we do not thereby concede
that we come within the categories of persons whose consent is required by the
Act or the General Rules and Regulations promulgated thereunder.
Very truly yours,
/s/ BLANK ROME TENZER GREENBLATT LLP
-----------------------------------
BLANK ROME TENZER GREENBLATT LLP
[LETTERHEAD APPEARS HERE] EXHIBIT 23.1
KIRKLAND, RUSS,
MURPHY & TAPP
- ---------------
CERTIFIED PUBLIC ACCOUNTANTS
13577 Feather Sound Drive, Suite 400
Clearwater, Florida 33762-5539
(727) 572-1400 Fax (727) 571-1933
internet: www.KRMTCPA.com
Board of Directors
Telehublink Corporation
(formerly known as What-A-World!, Inc.)
We consent to the use of our reports, incorporated by reference and to the
reference to our firm under the heading "experts".
/s/ KIRKLAND, RUSS, MURPHY & TAPP
- ---------------------------------
Kirkland, Russ, Murphy & Tapp
Clearwater, Florida
April 6, 2000
