<PAGE>
As filed with the Securities and Exchange Commission on November 7, 1996
FILE NO. __________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_________________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
_________________________
INTERACTIVE FLIGHT TECHNOLOGIES, INC.
(Exact name of Registrant as specified in its charter)
<TABLE>
<S> <C>
DELAWARE 11-3197148
(STATE OR OTHER JURISDICTION OF INCORPORATION OR (I.R.S. EMPLOYER
ORGANIZATION) IDENTIFICATION NUMBER)
4041 N. CENTRAL AVENUE, SUITE 2000
PHOENIX, ARIZONA 85012
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
</TABLE>
________________________
1994 STOCK OPTION PLAN
(FULL TITLE OF THE PLAN)
_________________________
MICHAIL ITKIS, CHIEF EXECUTIVE OFFICER
4041 N. CENTRAL AVENUE, SUITE 2000
PHOENIX, ARIZONA 85012
(NAME AND ADDRESS OF AGENT FOR SERVICE)
(602) 200-8900
(TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE)
IT IS REQUESTED THAT COPIES OF COMMUNICATIONS BE SENT TO:
THEODORE E. GUTH, ESQ.
IRELL & MANELLA LLP
1800 AVENUE OF THE STARS, SUITE 900
LOS ANGELES, CA 90067
(310) 277-1010
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF SECURITIES AMOUNT OFFERING PRICE AGGREGATE AMOUNT OF
TO BE REGISTERED TO BE REGISTERED(1) PER UNIT(2) OFFERING PRICE(2) REGISTRATION FEE
------------------- ------------------- ---------------- ----------------- ----------------
<S> <C> <C> <C> <C>
Class A Common Stock, par value
$0.01 per share 1,800,000 shares $ 10.75 $19,350,000.00 $ 5,863.64
</TABLE>
(1) Pursuant to Rule 429 of the Securities Act of 1933, as amended (the
"Securities Act"), the prospectus delivered to participants under the
Registrant's 1994 Stock Option Plan also relates to an aggregate of 600,000
shares initially registered under the Registration Statement on Form S-8
No. 33-80535. In addition, pursuant to Rule 416, this Registration
Statement also covers such additional securities as may become issuable to
prevent dilution resulting from stock splits, stock dividends and similar
events.
(2) Pursuant to Rule 457(h), estimated solely for the purpose of calculating
the registration fee on the basis of the average of the high and low sale
prices of the Registrant's Class A Common Stock on the Nasdaq SmallCap
Stock Market on November 4, 1996.
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents, which have been filed by Interactive Flight
Technologies, Inc., a Delaware corporation (the "Registrant"), with the
Securities and Exchange Commission (the "Commission"), are incorporated herein
by reference:
(a) The Registrant's Annual Report on Form 10-KSB for the fiscal year
ended October 31, 1995, filed pursuant to Section 13 of the Securities Exchange
Act of 1934 (the "Exchange Act").
(b) The Registrant's Quarterly Reports on Form 10-QSB for the periods
ended January 31, 1996, April 30, 1996 and July 31, 1996, filed pursuant to
Section 13 of the Exchange Act.
(c) The description of the Registrant's Class A Common Stock as set forth
in the Registrant's registration statement on Form 8-A filed with the Commission
on December 31, 1994, as amended by the Registrant's registration statement on
Form 8-A/A filed with the Commission on March 8, 1995, and any other amendments
or reports thereto filed with the Commission for the purpose of updating such
description.
In addition, all documents filed subsequent to the date of this
Registration Statement by the Registrant pursuant to Section 13(a), 13(c), 14 or
15(d) of the Exchange Act, as amended, 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 the filing of such documents. Any statement contained in a
document incorporated or deemed to be incorporated herein by reference shall be
deemed to be modified or superseded for purposes of this Registration Statement
to the extent that a statement contained herein or in any other subsequently
filed document which also is or is deemed to be incorporated by reference herein
modifies or supersedes such statement.
Item 4. DESCRIPTION OF SECURITIES.
Not Applicable.
Item 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not Applicable.
Item 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Registrant's Amended and Restated Certificate of Incorporation (the
"Company Certificate") includes a provision that eliminates the personal
liability of its directors to the Registrant or its stockholders for monetary
damages for breach of fiduciary duty as a director to the maximum extent
permitted by the Delaware General Corporation Law ("DGCL"). The DGCL does not
permit liability to be eliminated (i) for any breach of a director's duty of
loyalty to the Registrant or its stockholders, (ii) for acts or omissions not in
good faith or that involve intentional misconduct or a knowing violation of law,
(iii) or unlawful payments of dividends or unlawful stock repurchases or
redemptions, as provided in Section 174 of the DGCL, or (iv) for any transaction
for which the director derived an improper personal benefit. The Company
Certificate of the Registrant provides that the Registrant shall indemnify its
directors and executive officers to the fullest extent permitted by the DGCL,
including those circumstances in which indemnification would otherwise be
discretionary, subject to certain exceptions. The Company Certificate also
provides that the Registrant will advance expenses to directors and executive
officers incurred in connection with an action or proceeding as to which they
may be entitled to indemnification, subject to certain exceptions.
2
<PAGE>
Section 145 of the DGCL provides that a corporation may indemnify any
person who was or is a party or is threatened to be made a party to any
threatened, pending or completed action or proceeding, whether civil, criminal,
administrative or investigative, by reason of the fact that he is or was a
director, officer, employee or agent of the corporation or is or was serving at
its request in such capacity in another corporation or business association,
against expenses (including attorneys' fees), judgments, fines and amounts paid
in settlement actually and reasonably incurred by him in connection with such
action, suit or proceeding if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of the
corporation, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful.
The Registrant has entered into indemnification agreements with each
certain of its directors and executive officers that provide the maximum
indemnity allowed to directors and executive officers by the DGCL and the
Company Certificate, subject to certain exceptions, as well as certain
additional procedural protections. In addition, the indemnification agreements
provide generally that the Registrant will advance expenses incurred by
directors and executive officers in any action or proceeding as to which they
may be entitled to indemnification, subject to certain exceptions.
The Registrant maintains directors and officers liability and company
reimbursement insurance which, among other things (i) provides for payment on
behalf of its officers and directors against loss as defined in the policy
stemming from acts committed by directors and officers in their capacity as
such, and (ii) provides for payment on behalf of the Registrant to indemnify
directors or officers for such loss pursuant to statutory or common law or
pursuant to duly effective certificate of incorporation or by-law provisions.
Item 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not Applicable.
Item 8. EXHIBITS.
Exhibit
Number
- ------
4.1 Amended and Restated 1994 Stock Option Plan of Interactive Flight
Technologies, Inc.
4.2 Form of Stock Option Agreement
4.3* Specimen of Class A Common Stock Certificate
5.1 Opinion of Irell & Manella LLP
23.1 Consent of KPMG Peat Marwick LLP
23.2 Consent of Richard A. Eisner & Company LLP
23.3 Consent of Irell & Manella LLP (contained in Exhibit 5.1)
24.1 Powers of Attorney (included on signature page of this Registration
Statement)
____________________
* Incorporated by reference from the Registrant's Registration Statement
on Form SB-2, Registration No. 33-86928.
3
<PAGE>
Item 9. UNDERTAKINGS.
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement:
(i) to include any prospectus required by Section 10(a)(3) of
the Securities Act;
(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 (a)(1)(i) and (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 Exchange Act that are
incorporated by reference in this 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.
(b) 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 that is incorporated by reference in this
Registration Statement shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering
of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(c) 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
person in connection with the securities being registered, the
Registrant will, unless in the opinion of its counsel the matter has
been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question of 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.
4
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act, 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 Los Angeles, State of California, on the thirty-
first day of October, 1996.
INTERACTIVE FLIGHT TECHNOLOGIES, INC.
By: /s/ Michail Itkis
------------------------
Michail Itkis
Chief Executive Officer
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints each of Michail Itkis and Steven M. Fieldman,
jointly and severally, as his true and lawful attorneys-in-fact and agents, each
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 and
post-effective amendments to this Registration Statement, and to file the same,
with all exhibits thereto, and other documents in connection therewith, with the
Commission, granting unto said attorneys-in-fact and agents 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, thereby ratifying and confirming all that said
attorneys-in-fact and agents or either of them or their or his substitute or
substitutes, may lawfully do or cause to be done by virtue thereof.
Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed below by the following persons in the capacities and
on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
- --------- ----- ----
<S> <C> <C>
/s/ Michail Itkis Chief Executive Officer and Director October 31, 1996
- -------------------------------------
Michail Itkis
/s/ Yuri Itkis Director October 31, 1996
- -------------------------------------
Yuri Itkis
/s/ Boris Itkis Director October 31, 1996
- -------------------------------------
Boris Itkis
/s/ James H. Zukin Director October 29, 1996
- -------------------------------------
James H. Zukin
/s/ General Alexander M. Haig, Jr. Director October 31, 1996
- -------------------------------------
General Alexander M. Haig, Jr.
/s/ John Alderfer Chief Financial Officer October 31, 1996
- ------------------------------------- (Principal Financial and
John Alderfer Accounting Officer)
</TABLE>
5
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit Number Page No.
- ----------------------------------- --------
<S> <C> <C>
4.1 Amended and Restated 1994 Stock Option Plan
of Interactive Flight Technologies, Inc.
4.2 Form of Stock Option Agreement
4.3* Specimen of Class A Common Stock Certificate
5.1 Opinion of Irell & Manella LLP
23.1 Consent of KPMG Peat Marwick LLP
23.2 Consent of Richard A. Eisner & Company LLP
23.3 Consent of Irell & Manella LLP (contained in
Exhibit 5.1)
24.1 Powers of Attorney (included on signature page
of this Registration Statement)
_____________
* Incorporated by reference from the Registrant's Registration Statement
on Form SB-2, Registration No. 33-86928.
</TABLE>
6
<PAGE>
EXHIBIT 4.1
INTERACTIVE FLIGHT TECHNOLOGIES, INC.
AMENDED AND RESTATED 1994 STOCK OPTION PLAN
1. Purpose.
-------
The purpose of this plan (the "Plan") is to secure for INTERACTIVE FLIGHT
TECHNOLOGIES, INC. (the "Company") and its shareholders the benefits arising
from capital stock ownership by employees, officers and directors of, and
consultants or advisors to, the Company and its subsidiary corporations who are
expected to contribute to the Company's future growth and success. Those
provisions of the Plan which make express reference to Section 422 shall apply
only to Incentive Stock Options (as that term is defined in the Plan).
2. Type of Options and Administration.
----------------------------------
(a) Type of Options. Options granted pursuant to the Plan shall be
---------------
authorized by action of the Board of Directors of the Company (or a Committee
designated by the Board of Directors) and may be either incentive stock options
("Incentive Stock Options") meeting the requirements of Section 422 of the
Internal Revenue Code of 1986, as amended or replaced from time to time (the
"Code") or non-statutory options which are not intended to meet the requirements
of Section 422 of the Code.
(b) Administration. The Plan will be administered by a committee (the
--------------
"Committee") appointed by the Board of Directors of the Company, whose
construction and interpretation of the terms and provisions of the Plan shall be
final and conclusive. The delegation of powers to the Committee shall be
consistent with applicable laws or regulations (including, without limitation,
applicable state law and Rule 16b-3 promulgated under the Securities Exchange
Act of 1934 (the "Exchange Act"), or any successor rule ("Rule 16b-3")). The
Committee may in its sole discretion grant options to purchase shares of the
Company's Class A Common Stock, $.01 par value per share ("Common Stock"), and
issue shares upon exercise of such options as provided in the Plan. The
Committee shall have authority, subject to the express provisions of the Plan,
to construe the respective option agreements and the Plan, to prescribe, amend
and rescind rules and regulations relating to the Plan, to determine the terms
and provisions of the respective option agreements, which need not be identical,
and to make all other determinations in the judgment of the Committee necessary
or desirable for the administration of the Plan. The Committee may correct any
defect or supply any omission or reconcile any inconsistency in the Plan or in
any option agreement in the manner and to the extent it shall deem expedient to
carry the Plan into effect and it shall be the sole and final judge of such
expediency. No director or person acting pursuant to authority delegated by the
Board of Directors shall be liable for any action or determination under the
Plan made in good faith. Subject to adjustment as provided in
<PAGE>
Section 15 below, the aggregate number of shares of Common Stock that may be
subject to options granted to any person in a calendar year shall not exceed 25%
of the maximum number of shares which may be issued and sold under the Plan, as
set forth in Section 4 hereof, as such section may be amended from time to time.
(c) Applicability of Rule 16b-3. Those provisions of the Plan which
---------------------------
make express reference to Rule 16b-3 shall apply to the Company only at such
time as the Company's Common Stock is registered under the Exchange Act, subject
to the last sentence of Section 3(b), and then only to such persons as are
required to file reports under Section 16(a) of the Exchange Act (a "Reporting
Person").
3. Eligibility.
-----------
(a) General. Options may be granted to persons who are, at the time of
-------
grant, employees, officers or directors of, or consultants or advisors to, the
Company or any subsidiaries of the Company as defined in Sections 424(e) and
424(f) of the Code ("Participants") provided, that Incentive Stock Options may
--------
only be granted to individuals who are employees of the Company (within the
meaning of Section 3401(c) of the Code). A person who has been granted an
option may, if he or she is otherwise eligible, be granted additional options if
the Committee shall so determine.
(b) Grant of Options to Reporting Persons. The selection of a
-------------------------------------
director or an officer who is a Reporting Person (as the terms "director" and
"officer" are defined for purposes of Rule 16b-3) as a recipient of an option,
the timing of the option grant, the exercise price of the option and the number
of shares subject to the option shall be determined either (i) by the Board of
Directors, of which all members shall be "disinterested persons" (as hereinafter
defined), (ii) by a committee consisting of two or more directors having full
authority to act in the matter, each of whom shall be a "disinterested person"
or (iii) pursuant to provisions for automatic grants set forth in Section 3(c)
below. For the purposes of the Plan, a director shall be deemed to be a
"disinterested person" only if such person qualifies as a "disinterested person"
within the meaning of Rule 16b-3, as such term is interpreted from time to time.
If at least two of the members of the Board of Directors do not qualify as a
"disinterested person" within the meaning of Rule 16b-3, as such term is
interpreted from time to time, then the granting of options to officers and
directors who are Reporting Persons under the Plan shall not be determined in
accordance with this Section 3(b) but shall be determined in accordance with the
other provisions of the Plan.
(c) Directors' Options. On the date on which the Company's
------------------
registration statement relating to its initial public offering is declared
effective by the Securities and Exchange Commission (the "Initial Reporting
Year") directors of the Company who are not employees or beneficial owners of at
least 10% of the voting power of the Company's securities ("Eligible Directors")
will receive an option ("Initial Director Option") to purchase 10,000 shares of
Common Stock. Future Eligible Directors of the Company will be granted an
Initial Director Option to purchase 1,000 shares of Common Stock on the date
that such person is first elected or appointed a
2
<PAGE>
director. Commencing on the day immediately following the date of the annual
meeting of stockholders for the Company's fiscal year ending after the fiscal
year in which the Initial Reporting Year occurs, each Eligible Director will
receive an automatic grant ("Automatic Grant") of an Option to purchase 1,000
shares of Common Stock, other than Eligible Directors who received an Initial
Director Option since the most recent Automatic Grant, on the day immediately
following the date of each annual meeting of stockholders, as long as such
director is a member of the Board of Directors. The exercise price for each
share subject to a Director Option shall be equal to the fair market value of
the Common Stock on the date of grant. Director Options shall become
exercisable in four equal annual installments commencing one year from the date
the option is granted and will expire the earlier of 10 years after the date of
grant or 90 days after the termination of the director's service on the Board
unless such Director Option is an Incentive Stock Option in which case such
Director Option shall be subject to the additional terms and conditions set
forth in Section 11.
4. Stock Subject to Plan.
---------------------
The stock subject to options granted under the Plan shall be shares of
authorized but unissued or reacquired Common Stock. Subject to adjustment as
provided in Section 15 below, the maximum number of shares of Common Stock of
the Company which may be issued and sold under the Plan is 2,400,000. If an
option granted under the Plan shall expire, terminate or is cancelled for any
reason without having been exercised in full, the unpurchased shares subject to
such option shall again be available for subsequent option grants under the
Plan.
5. Forms of Option Agreements.
--------------------------
As a condition to the grant of an option under the Plan, each recipient of
an option shall execute an option agreement in such form not inconsistent with
the Plan as may be approved by the Board of Directors. Such option agreements
may differ among recipients.
6. Purchase Price.
--------------
(a) General. The purchase price per share of stock deliverable upon the
-------
exercise of an option shall be determined by the Board of Directors or the
Committee at the time of grant of such option; provided, however, that in the
-------- -------
case of an Incentive Stock Option, the exercise price shall not be less than
100% of the Fair Market Value (as hereinafter defined) of such stock, at the
time of grant of such option, or less than 110% of such Fair Market Value in the
case of options described in Section 11(b). "Fair Market Value" of a share of
Common Stock of the Company as of a specified date for the purposes of the Plan
shall mean the closing price of a share of the Common Stock on the principal
securities exchange (including the Nasdaq National Market) on which such shares
are traded on the day immediately preceding the date as of which Fair Market
Value is being determined, or on the next preceding date on which such shares
are traded if no shares were traded on such immediately preceding day, or if the
shares
3
<PAGE>
are not traded on a securities exchange, Fair Market Value shall be deemed to be
the average of the high bid and low asked prices of the shares in the over-the-
counter market on the day immediately preceding the date as of which Fair Market
Value is being determined or on the next preceding date on which such high bid
and low asked prices were recorded. If the shares are not publicly traded, Fair
Market Value of a share of Common Stock (including, in the case of any
repurchase of shares, any distributions with respect thereto which would be
repurchased with the shares) shall be determined in good faith by the Board of
Directors. In no case shall Fair Market Value be determined with regard to
restrictions other than restrictions which, by their terms, will never lapse.
(b) Payment of Purchase Price. Options granted under the Plan may provide
-------------------------
for the payment of the exercise price by delivery of cash or a check to the
order of the Company in an amount equal to the exercise price of such options,
or by any other means which the Board of Directors determines are consistent
with the purpose of the Plan and with applicable laws and regulations
(including, without limitation, the provisions of Rule 16b-3 and Regulation T
promulgated by the Federal Reserve Board).
7. Option Period.
-------------
Subject to earlier termination as provided in the Plan, each option and all
rights thereunder shall expire on such date as determined by the Board of
Directors or the Committee and set forth in the applicable option agreement,
provided, that such date shall not be later than (10) ten years after the date
- --------
on which the option is granted.
8. Exercise of Options
-------------------
Each option granted under the Plan shall be exercisable either in full or
in installments at such time or times and during such period as shall be set
forth in the option agreement evidencing such option, subject to the provisions
of the Plan. No option granted to a Reporting Person for purposes of the
Exchange Act, however, shall be exercisable during the first six months after
the date of grant. Subject to the requirements in the immediately preceding
sentence, if an option is not at the time of grant immediately exercisable, the
Board of Directors may (i) in the agreement evidencing such option, provide for
the acceleration of the exercise date or dates of the subject option upon the
occurrence of specified events, and/or (ii) at any time prior to the complete
termination of an option, accelerate the exercise date or dates of such option.
9. Nontransferability of Options.
-----------------------------
No option granted under this Plan shall be assignable or otherwise
transferable by the optionee except by will or by the laws of descent and
distribution or pursuant to a qualified domestic relations order as defined in
the Code or Title I of the Employee Retirement Income Security Act, or the rules
thereunder. An option may be exercised during the lifetime of the optionee only
by the optionee. In the event an optionee dies during his employment by the
Company or any of its subsidiaries, or during the three-
4
<PAGE>
month period following the date of termination of such employment, his option
shall thereafter be exercisable, during the period specified in the option
agreement, by his executors or administrators to the full extent to which such
option was exercisable by the optionee at the time of his death during the
periods set forth in Section 10 or 11(d).
10. Effect of Termination of Employment or Other Relationship.
---------------------------------------------------------
Except as provided in Section 11(d) with respect to Incentive Stock Options
and except as otherwise determined by the Committee at the date of grant of an
option, and subject to the provisions of the Plan, an optionee may exercise an
option at any time within three (3) months following the termination of the
optionee's employment or other relationship with the Company or within one (1)
year if such termination was due to the death or disability of the optionee but,
except in the case of the optionee's death, in no event later than the
expiration date of the option. If the termination of the optionee's employment
is for cause or is otherwise attributable to a breach by the optionee of an
employment or confidentiality or non-disclosure agreement, the option shall
expire immediately upon such termination. The Board of Directors shall have the
power to determine what constitutes a termination for cause or a breach of an
employment or confidentiality or non-disclosure agreement, whether an optionee
has been terminated for cause or has breached such an agreement, and the date
upon which such termination for cause or breach occurs. Any such determinations
shall be final and conclusive and binding upon the optionee.
11. Incentive Stock Options.
-----------------------
Options granted under the Plan which are intended to be Incentive Stock
Options shall be subject to the following additional terms and conditions:
(a) Express Designation. All Incentive Stock Options granted under the
-------------------
Plan shall, at the time of grant, be specifically designated as such in the
option agreement covering such Incentive Stock Options.
(b) 10% Shareholder. If any employee to whom an Incentive Stock Option is
---------------
to be granted under the Plan is, at the time of the grant of such option, the
owner of stock possessing more than 10% of the total combined voting power of
all classes of stock of the Company (after taking into account the attribution
of stock ownership rules of Section 424(d) of the Code), then the following
special provisions shall be applicable to the Incentive Stock Option granted to
such individual:
(i) The purchase price per share of the Common Stock subject to such
Incentive Stock Option shall not be less than 110% of the Fair Market Value
of one share of Common Stock at the time of grant; and
(ii) the option exercise period shall not exceed five years from the
date of grant.
5
<PAGE>
(c) Dollar Limitation. For so long as the Code shall so provide, options
-----------------
granted to any employee under the Plan (and any other incentive stock option
plans of the Company) which are intended to constitute Incentive Stock Options
shall not constitute Incentive Stock Options to the extent that such options, in
the aggregate, become exercisable for the first time in any one calendar year
for shares of Common Stock with an aggregate Fair Market Value, as of the
respective date or dates of grant, of more than $100,000.
(d) Termination of Employment, Death or Disability. No Incentive Stock
----------------------------------------------
Option may be exercised unless, at the time of such exercise, the optionee is,
and has been continuously since the date of grant of his or her option, employed
by the Company, except that:
(i) an Incentive Stock Option may be exercised within the period of
three months after the date the optionee ceases to be an employee of the
Company (or within such lesser period as may be specified in the applicable
option agreement), provided, that the agreement with respect to such option
--------
may designate a longer exercise period and that the exercise after such
three-month period shall be treated as the exercise of a non-statutory
option under the Plan;
(ii) if the optionee dies while in the employ of the Company, or
within three months after the optionee ceases to be such an employee, the
Incentive Stock Option may be exercised by the person to whom it is
transferred by will or the laws of descent and distribution within the
period of one year after the date of death (or within such lesser period as
may be specified in the applicable option agreement); and
(iii) if the optionee becomes disabled (within the meaning of Section
22(e)(3) of the Code or any successor provisions thereto) while in the
employ of the Company, the Incentive Stock Option may be exercised within
the period of one year after the date the optionee ceases to be such an
employee because of such disability (or within such lesser period as may be
specified in the applicable option agreement).
For all purposes of the Plan and any option granted hereunder, "employment"
shall be defined in accordance with the provisions of Section 1.421-7(h) of the
Income Tax Regulations (or any successor regulations). Notwithstanding the
foregoing provisions, no Incentive Stock Option may be exercised after its
expiration date.
12. Additional Provisions.
---------------------
(a) Additional Option Provisions. The Board of Directors or the Committee
----------------------------
may, in its sole discretion, include additional provisions in option agreements
covering options granted under the Plan, including without limitation
restrictions on transfer, repurchase rights, rights of first refusal,
commitments to pay cash bonuses, to make, arrange for or guaranty loans or to
transfer other property to optionees upon exercise of
6
<PAGE>
options, or such other provisions as shall be determined by the Board of
Directors; provided, that such additional provisions shall not be inconsistent
--------
with any other term or condition of the Plan and such additional provisions
shall not cause any Incentive Stock Option granted under the Plan to fail to
qualify as an Incentive Stock Option within the meaning of Section 422 of the
Code.
(b) Acceleration, Extension, Etc. The Board of Directors may, in its sole
-----------------------------
discretion, (i) accelerate the date or dates on which all or any particular
option or options granted under the Plan may be exercised or (ii) extend the
dates during which all, or any particular, option or options granted under the
Plan may be exercised; provided, however, that no such extension shall be
-------- -------
permitted if it would cause the Plan to fail to comply with Section 422 of the
Code or with Rule 16b-3 (if applicable).
13. General Restrictions.
--------------------
(a) Investment Representations. The Company may require any person to whom
--------------------------
an option is granted, as a condition of exercising such option or award, to give
written assurances in substance and form satisfactory to the Company to the
effect that such person is acquiring the Common Stock subject to the option or
award, for his or her own account for investment and not with any present
intention of selling or otherwise distributing the same, and to such other
effects as the Company deems necessary or appropriate in order to comply with
federal and applicable state securities laws, or with covenants or
representations made by the Company in connection with any public offering of
its Common Stock, including any "lock-up" or other restriction on
transferability.
(b) Compliance With Securities Law. Each option shall be subject to the
------------------------------
requirement that if, at any time, counsel to the Company shall determine that
the listing, registration or qualification of the shares subject to such option
or award upon any securities exchange or automated quotation system or under any
state or federal law, or the consent or approval of any governmental or
regulatory body, or that the disclosure of non-public information or the
satisfaction of any other condition is necessary as a condition of, or in
connection with the issuance or purchase of shares thereunder, such option or
award may not be exercised, in whole or in part, unless such listing,
registration, qualification, consent or approval, or satisfaction of such
condition shall have been effected or obtained on conditions acceptable to the
Board of Directors or the Committee. Nothing herein shall be deemed to require
the Company to apply for or to obtain such listing, registration or
qualification, or to satisfy such condition.
14. Rights as a Shareholder.
-----------------------
The holder of an option shall have no rights as a shareholder with respect
to any shares covered by the option (including, without limitation, any rights
to receive dividends or non-cash distributions with respect to such shares)
until the date of issue of a stock certificate to him or her for such shares.
No adjustment shall be made for
7
<PAGE>
dividends or other rights for which the record date is prior to the date such
stock certificate is issued.
15. Adjustment Provisions for Recapitalizations, Reorganizations and Related
------------------------------------------------------------------------
Transactions.
------------
(a) Recapitalizations and Related Transactions. If, through or as a result
------------------------------------------
of any recapitalization, reclassification, stock dividend, stock split, reverse
stock split or other similar transaction, (i) the outstanding shares of Common
Stock are increased, decreased or exchanged for a different number or kind of
shares or other securities of the Company, or (ii) additional shares or new or
different shares or other non-cash assets are distributed with respect to such
shares of Common Stock or other securities, an appropriate and proportionate
adjustment shall be made in (x) the maximum number and kind of shares reserved
for issuance under or otherwise referred to in the Plan, (y) the number and kind
of shares or other securities subject to any then outstanding options under the
Plan, and (z) the price for each share subject to any then outstanding options
under the Plan, without changing the aggregate purchase price as to which such
options remain exercisable. Notwithstanding the foregoing, no adjustment shall
be made pursuant to this Section 15 if such adjustment (i) would cause the Plan
to fail to comply with Section 422 of the Code or with Rule 16b-3 or (ii) would
be considered as the adoption of a new plan requiring stockholder approval.
(b) Reorganization, Merger and Related Transactions. All outstanding
-----------------------------------------------
options under the Plan shall become fully exercisable for a period of sixty (60)
days following the occurrence of any Trigger Event, whether or not such options
are then exercisable under the provisions of the applicable agreements relating
thereto. For purposes of the Plan, a "Trigger Event" is any one of the
following events:
(i) the date on which shares of Common Stock are first purchased
pursuant to a tender offer or exchange offer (other than such an offer by
the Company, any Subsidiary, any employee benefit plan of the Company or of
any Subsidiary or any entity holding shares or other securities of the
Company for or pursuant to the terms of such plan), whether or not such
offer is approved or opposed by the Company and regardless of the number of
shares purchased pursuant to such offer;
(ii) the date the Company acquires knowledge that any person or group
deemed a person under Section 13(d)-3 of the Exchange Act (other than the
Company, any Subsidiary, any employee benefit plan of the Company or of any
Subsidiary or any entity holding shares of Common Stock or other securities
of the Company for or pursuant to the terms of any such plan or any
individual or entity or group or affiliate thereof which acquired its
beneficial ownership interest prior to the date the Plan was adopted by the
Board), in a transaction or series of transactions, has become the
beneficial owner, directly or indirectly (with beneficial ownership
determined as provided in Rule 13d-3, or any successor rule, under the
Exchange Act), of securities of the Company entitling the person
8
<PAGE>
or group to 30% or more of all votes (without consideration of the rights
of any class or stock to elect directors by a separate class vote) to which
all shareholders of the Company would be entitled in the election of the
Board of Directors were an election held on such date;
(iii) the date, during any period of two consecutive years, when
individuals who at the beginning of such period constitute the Board of
Directors of the Company cease for any reason to constitute at least a
majority thereof, unless the election, or the nomination for election by
the shareholders of the Company, of each new director was approved by a
vote of at least two-thirds of the directors then still in office who were
directors at the beginning of such period; and
(iv) the date of approval by the shareholders of the Company of an
agreement (a "reorganization agreement") providing for:
(A) The merger or consolidation of the Company with another
corporation where the shareholders of the Company, immediately prior
to the merger or consolidation, do not beneficially own, immediately
after the merger or consolidation, shares of the corporation issuing
cash or securities in the merger or consolidation entitling such
shareholders to 80% or more of all votes (without consideration of the
rights of any class of stock to elect directors by a separate class
vote) to which all shareholders of such corporation would be entitled
in the election of directors or where the members of the Board of
Directors of the Company, immediately prior to the merger or
consolidation, do not, immediately after the merger or consolidation,
constitute a majority of the Board of Directors of the corporation
issuing cash or securities in the merger or consolidation; or
(B) The sale or other disposition of all or substantially all the
assets of the Company.
(c) Board Authority to Make Adjustments. Any adjustments under this
-----------------------------------
Section 15 will be made by the Board of Directors or the Committee, whose
determination as to what adjustments, if any, will be made and the extent
thereof will be final, binding and conclusive. No fractional shares will be
issued under the Plan on account of any such adjustments.
16. Merger, Consolidation, Asset Sale, Liquidation, etc.
----------------------------------------------------
(a) General. In the event of any sale, merger, transfer or acquisition of
-------
the Company or substantially all of the assets of the Company in which the
Company is not the surviving corporation, and provided that after the Company
shall have requested the acquiring or succeeding corporation (or an affiliate
thereof), that equivalent options shall be substituted and such successor
corporation shall have refused or failed to assume all
9
<PAGE>
options outstanding under the Plan or issue substantially equivalent options,
then any or all outstanding options under the Plan shall accelerate and become
exercisable in full immediately prior to such event. The Committee will notify
holders of options under the Plan that any such options shall be fully
exercisable for a period of fifteen (15) days from the date of such notice, and
the options will terminate upon expiration of such notice.
(b) Substitute Options. The Company may grant options under the Plan in
------------------
substitution for options held by employees of another corporation who become
employees of the Company, or a subsidiary of the Company, as the result of a
merger or consolidation of the employing corporation with the Company or a
subsidiary of the Company, or as a result of the acquisition by the Company, or
one of its subsidiaries, of property or stock of the employing corporation. The
Company may direct that substitute options be granted on such terms and
conditions as the Board of Directors considers appropriate in the circumstances.
17. No Special Employment Rights.
----------------------------
Nothing contained in the Plan or in any option shall confer upon any
optionee any right with respect to the continuation of his or her employment by
the Company or interfere in any way with the right of the Company at any time to
terminate such employment or to increase or decrease the compensation of the
optionee.
18. Other Employee Benefits.
-----------------------
Except as to plans which by their terms include such amounts as
compensation, the amount of any compensation deemed to be received by an
employee as a result of the exercise of an option or the sale of shares received
upon such exercise will not constitute compensation with respect to which any
other employee benefits of such employee are determined, including, without
limitation, benefits under any bonus, pension, profit-sharing, life insurance or
salary continuation plan, except as otherwise specifically determined by the
Board of Directors.
19. Amendment of the Plan.
---------------------
(a) The Board of Directors may at any time, and from time to time, modify
or amend the Plan in any respect; provided, however, that if at any time the
approval of the shareholders of the Company is required under Section 422 of the
Code or any successor provision with respect to Incentive Stock Options, or
under Rule 16b-3, the Board of Directors may not effect such modification or
amendment without such approval; and provided, further, that the provisions of
Section 3(c) hereof shall not be amended more than once every six months, other
than to comport with changes in the Code, the Employer Retirement Income
Security Act of 1974, as amended, or the rules thereunder.
10
<PAGE>
(b) The modification or amendment of the Plan shall not, without the
consent of an optionee, affect his or her rights under an option previously
granted to him or her. With the consent of the optionee affected, the Board of
Directors or the Committee may amend outstanding option agreements in a manner
not inconsistent with the Plan. The Board of Directors shall have the right to
amend or modify (i) the terms and provisions of the Plan and of any outstanding
Incentive Stock Options granted under the Plan to the extent necessary to
qualify any or all such options for such favorable federal income tax treatment
(including deferral of taxation upon exercise) as may be afforded incentive
stock options under Section 422 of the Code and (ii) the terms and provisions of
the Plan and of any outstanding option to the extent necessary to ensure the
qualification of the Plan under Rule 16b-3.
20. Withholding.
-----------
(a) The Company shall have the right to deduct from payments of any kind
otherwise due to the optionee any federal, state or local taxes of any kind
required by law to be withheld with respect to any shares issued upon exercise
of options under the Plan. Subject to the prior approval of the Company, which
may be withheld by the Company in its sole discretion, the optionee may elect to
satisfy such obligations, in whole or in part, (i) by causing the Company to
withhold shares of Common Stock otherwise issuable pursuant to the exercise of
an option or (ii) by delivering to the Company shares of Common Stock already
owned by the optionee. The shares so delivered or withheld shall have a Fair
Market Value equal to such withholding obligation as of the date that the amount
of tax to be withheld is to be determined. An optionee who has made an election
pursuant to this Section 20(a) may only satisfy his or her withholding
obligation with shares of Common Stock which are not subject to any repurchase,
forfeiture, unfulfilled vesting or other similar requirements.
(b) The acceptance of shares of Common Stock upon exercise of an Incentive
Stock Option shall constitute an agreement by the optionee (i) to notify the
Company if any or all of such shares are disposed of by the optionee within two
years from the date the option was granted or within one year from the date the
shares were issued to the optionee pursuant to the exercise of the option, and
(ii) if required by law, to remit to the Company, at the time of and in the case
of any such disposition, an amount sufficient to satisfy the Company's federal,
state and local withholding tax obligations with respect to such disposition,
whether or not, as to both (i) and (ii), the optionee is in the employ of the
Company at the time of such disposition.
(c) Notwithstanding the foregoing, in the case of a Reporting Person whose
options have been granted in accordance with the provisions of Section 3(b)
herein, no election to use shares for the payment of withholding taxes shall be
effective unless made in compliance with any applicable requirements of Rule
16b-3.
11
<PAGE>
21. Cancellation and New Grant of Options, Etc.
------------------------------------------
The Board of Directors or the Committee shall have the authority to effect,
at any time and from time to time, with the consent of the affected optionees,
(i) the cancellation of any or all outstanding options under the Plan and the
grant in substitution therefor of new options under the Plan covering the same
or different numbers of shares of Common Stock and having an option exercise
price per share which may be lower or higher than the exercise price per share
of the cancelled options or (ii) the amendment of the terms of any and all
outstanding options under the Plan to provide an option exercise price per share
which is higher or lower than the then-current exercise price per share of such
outstanding options.
22. Effective Date and Duration of the Plan.
---------------------------------------
(a) Effective Date. The Plan shall become effective when adopted by the
--------------
Board of Directors, but no Incentive Stock Option granted under the Plan shall
become exercisable unless and until the Plan shall have been approved by the
Company's shareholders. If such shareholder approval is not obtained within
twelve months after the date of the Board's adoption of the Plan, no options
previously granted under the Plan shall be deemed to be Incentive Stock Options
and no Incentive Stock Options shall be granted thereafter. Amendments to the
Plan not requiring shareholder approval shall become effective when adopted by
the Board of Directors; amendments requiring shareholder approval (as provided
in Section 19) shall become effective when adopted by the Board of Directors,
but no Incentive Stock Option granted after the date of such amendment shall
become exercisable (to the extent that such amendment to the Plan was required
to enable the Company to grant such Incentive Stock Option to a particular
optionee) unless and until such amendment shall have been approved by the
Company's shareholders. If such shareholder approval is not obtained within
twelve months of the Board's adoption of such amendment, any Incentive Stock
Options granted on or after the date of such amendment shall terminate to the
extent that such amendment to the Plan was required to enable the Company to
grant such option to a particular optionee. Subject to this limitation, options
may be granted under the Plan at any time after the effective date and before
the date fixed for termination of the Plan.
(b) Termination. Unless sooner terminated in accordance with Section 16,
-----------
the Plan shall terminate upon the earlier of (i) the close of business on the
day next preceding the tenth anniversary of the date of its adoption by the
Board of Directors, or (ii) the date on which all shares available for issuance
under the Plan shall have been issued pursuant to the exercise or cancellation
of options granted under the Plan. If the date of termination is determined
under (i) above, then options outstanding on such date shall continue to have
force and effect in accordance with the provisions of the instruments evidencing
such options.
12
<PAGE>
23. Provision for Foreign Participants.
----------------------------------
The Board of Directors may, without amending the Plan, modify awards or
options granted to participants who are foreign nationals or employed outside
the United States to recognize differences in laws, rules, regulations or
customs of such foreign jurisdictions with respect to tax, securities, currency,
employee benefit or other matters.
24. Governing Law.
-------------
The provisions of this Plan shall be governed and construed in accordance
with the laws of the State of Delaware without regard to the principles of
conflicts of laws.
Adopted by the Board of Directors on October 12, 1994.
Shareholder approval received on November, 1994.
Amended and Restated on June 9, 1996.
Shareholder approval received on August 12, 1996.
13
<PAGE>
EXHIBIT 4.2
Stock Option Agreement
----------------------
Optionee: ________________________ No. of Option Shares:______
Incentive Stock Option?:______
INTERACTIVE FLIGHT TECHNOLOGIES, INC.
1994 STOCK OPTION PLAN
STOCK OPTION AGREEMENT
STOCK OPTION AGREEMENT, dated as of ___________, 1996, by and between
Interactive Flight Technologies, Inc., a Delaware corporation (the "Company"),
and _________________ (the "Optionee").
The Company has adopted the 1994 Incentive and Non-Statutory Stock
Option Plan (the "Plan"), and desires to provide an incentive to the Optionee to
exercise his/her best efforts on the Company's behalf by granting to the
Optionee the options provided for herein, all subject to the terms and
conditions of the Plan. Capitalized terms used herein and not defined have the
same meanings as set forth in the Plan.
IT IS AGREED as follows:
1. Grant of Option. The Company hereby grants to the Optionee on the
---------------
date hereof the right and option to purchase (subject to adjustment pursuant to
Section 15 of the Plan) an aggregate of ________ of its shares of Class A Common
Stock ("Shares") at an exercise price per share of $________ (the "Exercise
Price") [, as an Incentive Stock Option.]
2. Option Period. The option granted hereby each shall expire on
-------------
___________, 2006 (the "Expiration Date") subject to earlier termination as
provided in the Plan.
3. Exercise of Option.
------------------
A. This option may be exercised prior to the Expiration Date in
installments as not to more than the number of shares set forth in the table
below during the respective installment periods set forth in the table below.
The number of shares set forth under the column entitled "Incentive" shall be
Incentive Stock Options.
<PAGE>
Number of
Shares as to which
Exercise Period Option is Exercisable
--------------- ---------------------
Incentive Non-Statutory
--------- -------------
On or after _______________
but prior to _______________
The right of exercise shall be cumulative so that if the option is not exercised
to the maximum extent permissible during any exercise period, it shall be
exercisable, in whole or in part, with respect to all shares not so purchased at
any time prior to the Expiration Date or the earlier termination of this option.
This option may not be exercised at any time on or after the Expiration Date.
B. The Optionee may exercise the option (to the extent then
exercisable) by delivering to the Company a written notice duly signed by the
Optionee in the form attached hereto as Exhibit A stating the number of Shares
that the Optionee has elected to purchase, and accompanied by payment (in cash
or by certified check) of an amount equal to the full purchase price for the
Shares to be purchased. The notice must also contain a statement (if required
and in a form acceptable to the Company) that the Optionee is acquiring the
Shares for investment and not with a view toward their distribution or resale.
Following receipt by the Company of such notice and payment, the Company shall
issue, as soon as possible, the Shares in the name of the Optionee and deliver
certificate therefor to the Optionee. No Shares will be issued until full
payment therefor has been made and until the Company has complied with all
requirements of the Securities Act of 1933, the Securities Exchange Act of 1934,
and securities exchange on which the Company's stock may be listed and all
applicable state laws in connection with the issuance of the Shares or the
listing of the Shares on said securities exchange. All Shares purchased upon
exercise of the option in accordance with this Section shall be fully paid and
non assessable.
C. At any time after the Offering Date, in lieu of delivering the
Exercise Price in cash or check, the Optionee may elect to receive shares equal
to the value of the Option or portion thereof being exercised (the "Net Issue
Exercise"). If the Optionee wished to elect the Net Issue Exercise, the
Optionee shall notify the Company of its election in writing at the time the
Optionee delivers to the Company the notice of exercise. In the event the
Optionee shall elect the Net Issue Exercise, the Optionee shall receive the
number of shares of Class A Common Stock equal to the product of (i) the number
of shares of Class A Common Stock purchasable under the Option, or portion
thereof being exercised, and (ii) the current market value, as defined below, of
one share of Class A Common Stock minus the Exercise Price, divided by (iii) the
current market value, as defined below, of one share of Class A Common Stock.
Current market value of a share shall be determined as follows:
2
<PAGE>
(i) If the Class A Common Stock is listed on a national
securities exchange or listed for trading on the NASDAQ system, the current
market value shall be the last reported sale price of the Class A Common Stock
on such exchange or system on the last business day prior to the date of
exercise of this Option or if no such sale is made on such day, the average
closing bid and asked prices for such day on such exchange or system; or
(ii) If the Class A Common Stock is not so listed the current
market value shall be the mean of the last reported bid and asked prices
reported by the National Quotation Bureau, Inc. on the last business day prior
to the date of the exercise of this Option; or
(iii) If the Class A Common Stock is not so listed and bid and
asked prices are not so reported, the current market value shall be an amount,
not less that book value thereof as at the end of the most recent fiscal year of
the Company ending prior to the date of the exercise of the Option, determined
in such reasonable manner as may be described by the Board of Director of the
Corporation.
4. Employment. Nothing contained in this Stock Option Agreement
----------
shall confer upon the Optionee any right to be employed by the Company nor
prevent the Company from terminating its current relationship with the Optionee
at any time, with or without cause. If the Optionee's current relationship with
the Company is terminated for any reason, the Option shall be exercisable only
as to those shares immediately purchasable by the Optionee at the date of
termination and, subject to Section 2 hereof, thereafter as provided by the
Plan.
5. Death. If the Optionee dies while employed by the Company, that
-----
portion of this option which was exercisable by the Optionee at the time of
death shall be exercisable by his legal representatives or beneficiaries at any
time within twelve (12) months after the Optionee's death.
6. Non-Transferability of Option. This Option shall not be
-----------------------------
transferable other than by will or by the laws of descent and distribution, and
may be exercised during the Optionee's lifetime only by the Optionee.
[7. Tax Status. The option hereby granted is intended to qualify as
----------
an incentive stock option within the meaning of Section 422A of the Code;
provided, however, to the extent that aggregate fair market value as of the date
of this grant, of the shares into which this option becomes exercisable for the
first time by the Optionee during the calendar year exceeds $100,000, the
portion of this option which is in excess of the $100,000 limitation will be
treated as a non-statutory stock option.]
8. Incorporation of Plan. The option granted hereby is subject to,
---------------------
and governed by, all the terms and conditions of the Plan, which are hereby
incorporated by reference. This Agreement, including the Plan incorporated by
reference herein, is the entire agreement among the parties hereto with respect
to the subject matter hereof and
3
<PAGE>
supersedes all prior agreements and understandings. In the case of any conflict
between the terms of this agreement and the Plan, the provisions of the Plan
shall control.
9. Purchase for Investment. As a condition to the exercise in whole
-----------------------
or in part of the option hereby granted, each written notice of election shall
include a representation by the Optionee that the shares are being purchased for
investment and not for distribution or resale.
10. Notices. Any notice given by the Optionee hereunder shall be
-------
sent to the Company at its principal executive offices, and any notice from the
Company to the Optionee shall be sent to the Optionee at his address set forth
below; all such notices shall be in writing and shall be delivered in person or
by registered or certified mail. Either party may change the address to which
notices are to be sent by notice in writing given to the other in accordance
with the terms hereof.
11. Governing Law. The parties hereto hereby acknowledge and agree
-------------
that the option hereby is granted in the State of New York and any shares issued
upon exercise of the option will be issued in the State of New York. This
Agreement, as well as the grant of such option and issuance of such Shares, is
and shall be governed by and construed in accordance with the laws of the State
of New York applicable to the agreements made and to be performed entirely
within such State.
[12. Notice of Early Disposition - Incentive Stock Options. The
-----------------------------------------------------
Optionee hereby agrees to notify the Company of any early disposition of Shares
as stated in Section 20(b)(i) of the Plan.]
IN WITNESS WHEREOF, the parties have executed this Agreement as of the
day and year first above written.
INTERACTIVE FLIGHT OPTIONEE
TECHNOLOGIES, INC.
By:_________________________ _________________________
Its:________________________
Address:
_________________________
_________________________
_________________________
4
<PAGE>
EXHIBIT 5.1
November 7, 1996
Interactive Flight Technologies, Inc.
4041 N. Central Avenue, Suite 2000
Phoenix, Arizona 85012
Gentlemen:
We have acted as counsel in connection with the preparation and filing of
that certain Registration Statement on Form S-8 (the "Registration Statement")
to be filed by you with the Securities and Exchange Commission under the
Securities Act of 1933, as amended, in connection with the registration of
1,800,000 shares of Class A Common Stock, $0.01 par value per share (the "Common
Stock"), of Interactive Flight Technologies, Inc., a Delaware corporation (the
"Company"), issuable upon the exercise of options granted to certain employees
and others of the Company pursuant to the Company's Amended and Restated 1994
Stock Option Plan (the "Plan"). As such counsel, we have examined the
proceedings proposed to be taken in connection with the Plan and the sale and
issuance of the 1,800,000 shares of Common Stock pursuant thereto and such other
matters and documents as we have deemed necessary or relevant as a basis for
this opinion.
Based on these examinations, it is our opinion that upon completion of the
proceedings being taken or which we, as your counsel, contemplate will be taken
prior to the sale and issuance of the 1,800,000 shares of Common Stock, such
shares, when sold and issued in the manner referred to in the Registration
Statement and the Plan, will be legally issued, fully paid and non-assessable.
We consent to the use of our opinion as an exhibit to the Registration
Statement.
Very truly yours,
/s/ IRELL & MANELLA LLP
-----------------------
IRELL & MANELLA LLP
<PAGE>
EXHIBIT 23.1
INDEPENDENT AUDITORS' CONSENT
The Board of Directors
Interactive Flight Technologies, Inc.:
We consent to the use of our report incorporated herein by reference.
/s/ KPMG Peat Marwick LLP
---------------------------
KPMG Peat Marwick LLP
Las Vegas, Nevada
November 4, 1996
<PAGE>
EXHIBIT 23.2
CONSENT OF INDEPENDENT AUDITORS
We consent to the inclusion in this Registration Statement on Form S-8 of
our report dated November 28, 1994 on our audit of the financial statements of
Interactive Flight Technologies, Inc. as at October 31, 1994 and for the period
February 1, 1994 (commencement of operations) to October 31, 1994. Such report
is modified for an uncertainty relating to the ability of the Company to
continue as a going concern. We also consent to the reference to our firm under
the caption "Experts".
/s/Richard A. Eisner & Company, LLP
- -----------------------------------
New York, New York
October 30, 1996
