THE REGISTRANT REQUESTS THAT THIS REGISTRATION STATEMENT BECOME
EFFECTIVE IMMEDIATELY UPON FILING PURSUANT TO SECURITIES ACT RULE 462
REGISTRATION NO. 33-
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY __, 1997
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
------------------------
GLOBAL PAYMENT TECHNOLOGIES, INC.
(Exact name of registrant as specified in its charter
and translation of Registrant's name into English)
------------------------
DELAWARE 11-2974651
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
STEPHEN KATZ
GLOBAL PAYMENT TECHNOLOGIES, INC.
20 EAST SUNRISE HIGHWAY - SUITE 201
20 EAST SUNRISE HIGHWAY - SUITE 201 VALLEY STREAM, NEW YORK 11788
VALLEY STREAM, NEW YORK 11788 (516) 231-1177
(Address of Principal Executive Offices) (Name, address, and telephone
number, including area code,
of agent of service)
------------------------
1994 STOCK OPTION PLAN
and
1996 STOCK OPTION PLAN
(Full title of the plans)
------------------------
WITH A COPY TO:
EDWARD R. MANDELL, ESQ.
PARKER CHAPIN FLATTAU & KLIMPL, LLP
1211 AVENUE OF THE AMERICAS
NEW YORK, NEW YORK 10036
(212) 704-6000
------------------------
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
====================================================================================================
TITLE OF SECURITIES AMOUNT TO BE PROPOSED PROPOSED MAXIMUM
TO BE REGISTERED REGISTERED(1) MAXIMUM OFFERING AGGREGATE OFFERING AMOUNT OF
PRICE PER SHARE PRICE REGISTRATION FEE
- ---------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Common Stock, par 100,000(2) $ 6.00(4) $ 600,000 (4) $ 181.82
value $.01 per share 40,000(2) $ 11.00(4) $ 440,000 (4) $ 133.33
100,000(3) $ 6.60(4) $ 660,000 (4) $ 200.00
61,250(3) $ 7.56(4) $ 463,050 (4) $ 140.32
25,000(3) $ 7.75(4) $ 193,750 (4) $ 58.71
7,500(3) $ 9.00(4) $ 67,500 (4) $ 20.45
7,500(3) $ 8.125(4) $ 60,937.50(4) $ 18.47
7,500(3) $ 10.00(4) $ 75,000 (4) $ 22.73
4,000(3) $ 10.0625(4) $ 40,250 (4) $ 12.20
3,500(3) $ 10.6875(4) $ 37,406.25(4) $ 11.34
10,000(2) $ 17.25(5) $ 172,500 (4) $ 52.27
233,750(3) $ 17.25(5) $4,032,187.50(5) $ 1,221.88
====================================================================================================
Total 600,000 $ N/A $6,842,581.25 $ 2,073.52
====================================================================================================
</TABLE>
<PAGE>
(1) In addition, in accordance with Rule 416(a) under the Securities Act of
1933, this registration statement also covers such indeterminate number of
shares as may become subject to options under the 1994 Stock Option Plan
and the 1996 Stock Option Plan as a result of the adjustment provisions
therein.
(2) Underlying options granted or to be granted under the 1994 Stock Option
Plan.
(3) Underlying options granted or to be granted under the 1996 Stock Option
Plan.
(4) Estimated solely for the purpose of calculating the registration fee,
pursuant to Rule 457(h), on the basis of the exercise price of presently
outstanding options.
(5) Estimated solely for the purpose of calculating the registration fee,
pursuant to Rule 457(h), the average of the high and low selling prices per
share of the Registrant's Common Stock, as quoted on The Nasdaq Stock
Market's National Market System on July 1, 1997.
<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 the registration statement in accordance
with Rule 428 under the Securities Act of 1933, as
amended, and the Note to Part I of Form S-8.
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents filed by Global Payment Technologies, Inc.
(the "Registrant") are incorporated by reference in this registration statement.
(1) Annual Report on Form 10-KSB for the year ended
September 30, 1996, filed on January 28, 1997.
(2) Quarterly Report on Form 10-QSB for the quarter ended
March 31, 1997, filed on May 16, 1997.
(3) The description of the Registrant's Common Stock, $.01
par value per share, contained in the Registrant's Registration
Statement on Form SB-2 filed pursuant to Section 12 of the Securities
Exchange Act of 1934, including any amendment or report subsequently
filed by the Registrant for the purpose of updating the information
contained therein.
(4) All other reports filed by the Registrant pursuant to
Sections 13(a) or 15(d) of the Exchange Act since September 30, 1996.
In addition, all documents subsequently filed by the Registrant
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act
of 1934, prior to the filing of a post-effective amendment which indicates that
all securities offered have been sold or which deregisters all securities then
remaining unsold, shall be deemed to be incorporated by reference in this
registration statement and to be 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
Not applicable.
II-1
<PAGE>
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 145 of the General Corporation Law of the State of Delaware
(the "DGCL") provides, in general, that a corporation incorporated under the
laws of the State of Delaware, such as the Registrant, 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, suit or proceeding (other than a derivative action
by or in the right of the corporation) by reason of the fact that such person is
or was a director, officer, employee or agent of the corporation, or is or was
serving at the request of the corporation as a director, officer, employee or
agent of another enterprise, against expenses (including attorneys' fees),
judgments, fines and amounts paid in settlement actually and reasonably incurred
by such person in connection with such action, suit or proceeding if such person
acted in good faith and in a manner such person 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 such person's
conduct was unlawful. In the case of a derivative action, a Delaware corporation
may indemnify any such person against expenses (including attorneys' fees)
actually and reasonably incurred by such person in connection with the defense
or settlement of such action or suit if such person acted in good faith and in a
manner such person reasonably believed to be in or not opposed to the best
interests of the corporation, except that no indemnification shall be made in
respect of any claim, issue or matter as to which such person shall have been
adjudged to be liable to the corporation unless and only to the extent that the
Court of Chancery of the State of Delaware or any other court in which such
action was brought determines such person is fairly and reasonably entitled to
indemnity for such expenses.
The Registrant's Certificate of Incorporation also provides that each
director, officer or employee of the Registrant shall be indemnified and held
harmless by the Registrant within the limitations permitted by the DGCL.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
II-2
<PAGE>
ITEM 8. EXHIBITS
Exhibit
Number Description
- ------ -----------
4.01 Certificate of Incorporation*
4.02 By-Laws*
4.05 1994 Stock Option Plan**
4.06 1996 Stock Option Plan***
5.01 Opinion of Parker Chapin Flattau & Klimpl, LLP*
23.01 Consent of Arthur Andersen LLP*
23.02 Consent of Parker Chapin Flattau & Klimpl, LLP
(contained in Exhibit 5.01)
- --------------
* Filed herewith.
** Incorporated by reference to Registrant's Registration Statement on Form
SB-2 (Registration No. 33- 86352-NY).
*** Incorporated by reference to Registrant's Proxy Statement for the 1997
Annual Meeting of Shareholders filed February 15, 1997.
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 of 1933;
(ii) To reflect in the prospectus any facts or
events arising after the effective date of the
registration statement (or the most recent post-effective
amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the
information set forth in the registration statement.
Notwithstanding the foregoing, any increase or decrease in
volume of securities offered (if the total dollar value of
securities offered would not exceed that which was
registered) and any deviation from the low or high end of
the estimated maximum offering range may be reflected in
the form of prospectus filed with the Commission pursuant
to Rule 424(b) if, in the aggregate, the changes in volume
and price represent no more than a 20 percent change in
the maximum aggregate offering price set forth
II-3
<PAGE>
in the "Calculation of Registration Fee" table in the
effective 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
Securities Exchange Act of 1934 that are incorporated by reference in
the registration statement.
(2) That, for the purpose of determining any liability
under the Securities Act of 1933, 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 the
purposes of determining any liability under the Securities Act of 1933, each
filing of the registrant's annual report pursuant to section 13(a) or section
15(d) of the Securities Exchange Act 1934 (and, where applicable, each filing of
an employee benefit plan's annual report pursuant to section 15(d) of the
Securities Exchange Act of 1934) 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.
(C) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, or otherwise,
the registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.
II-4
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Valley Stream, State of New York, on the 2nd day of
July, 1997.
GLOBAL PAYMENT TECHNOLOGIES, INC.
By: /S/ STEPHEN KATZ
---------------------------------
Stephen Katz,
Chairman of the Board and
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated:
SIGNATURE TITLE DATE
/S/ STEPHEN KATZ Chairman of the Board and July 2, 1997
- ---------------------- Chief Executive Officer
Stephen Katz
/S/ WILLIAM H. WOOD President and Director July 2, 1997
- ----------------------
William H. Wood
/S/ EDWARD SEIDENBERG Vice President and Chief July 2, 1997
- ---------------------- Operating Officer and
Edward Seidenberg Director
/S/ JAY GOLDBERG Director July 2, 1997
- ----------------------
Jay Goldberg
/S/ RICHARD GERZOF Director July 2, 1997
- ----------------------
Richard Gerzof
/S/ HENRY B. ELLIS Director July 2, 1997
- ----------------------
Henry B. Ellis
/S/ JOAN VOGEL Director July 2, 1997
- ----------------------
Joan Vogel
II-5
<PAGE>
EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION PAGE
- ------ ----------- ----
4.01 Certificate of Incorporation
4.02 By-Laws
5.01 Opinion of Parker Chapin Flattau & Klimpl, LLP.
23.01 Consent of Arthur Andersen LLP
23.02 Consent of Parker Chapin Flattau & Klimpl,
LLP (included in the opinion filed as
Exhibit 5.01 hereto).
II-6
CERTIFICATE OF INCORPORATION
OF
GLOBAL PAYMENT TECHNOLOGIES, INC.
FIRST: The name of the Corporation is.
GLOBAL PAYMENT TECHNOLOGIES, INC.
SECOND: The address of the Corporation's registered office in the
State of Delaware is 1013 Centre Road, in the City of Wilmington, County of New
Castle, 19805-1297. The name of its registered agent at such address is
Corporation Service Company.
THIRD: The purpose of the Corporation is to engage in any lawful act
or activity for which a corporation may be organized under the laws of the
General Corporation Law of the State of Delaware.
FOURTH: The total number of shares of capital stock which the
Corporation shall have authority to issue is Twenty Million (20,000,000) shares
of Common Stock, par value $.01 per share.
FIFTH: The name and address of the sole incorporator is as follows:
NAME ADDRESS
Ralph D. Mosley, Jr. 405 Lexington Avenue
New York, New York 10174
SIXTH: Unless required by law or determined by the chairman of the
meeting to be advisable, the vote by stockholders on any matter, including the
election of directors, need not be by written ballot.
<PAGE>
SEVENTH: The Corporation reserves the right to increase or decrease
its authorized capital stock, or any class or series thereof, and to reclassify
the same, and to amend, alter, change or repeal any provision contained in the
Certificate of Incorporation under which the Corporation is organized or in any
amendment thereto, in the manner now or hereafter prescribed by law, and all
rights conferred upon stockholders in said Certificate of Incorporation or any
amendment thereto are granted subject to the aforementioned reservation.
EIGHTH: The Board of Directors shall have the power at any time, and
from time to time, to adopt, amend and repeal any and all By-laws of the
Corporation.
NINTH: 1. Indemnification
The Corporation shall, and does hereby, indemnify to the fullest
extent permitted or authorized by the Delaware General Corporation Law or
judicial or administrative decisions, as the same exists or may hereafter be
amended or interpreted differently in the future (but, in the case of any such
amendment or interpretation, only to the extent that such amendment or
interpretation permits the Corporation to provide broader indemnification rights
then permitted prior thereto), each person (including the current and future
heirs, beneficiaries, personal representatives and estate of such person) who
was or is a party, or is threatened to be made a party, or was or is a witness,
to any threatened, pending or completed action, suit or proceeding, whether
civil, criminal, administrative or investigative (a "Proceeding") and whether
the basis of such Proceeding is an allegation of an action in an official
capacity of such person related to the Corporation or any other capacity while
such person is serving as an officer, director, employee or agent of the
Corporation, against any liability (which for purposes of this Article shall
include judgment, settlement, penalty or fine) or cost, charge or expense
(including attorneys' fees)
2
<PAGE>
asserted against him or incurred by him by reason of the fact that such
indemnified person (1) is or was a director, officer or employee of the
Corporation or (2) is or was an agent of the Corporation as to whom the
Corporation, by action of its Board of Directors, has agreed to grant such
indemnity or (3) is or was serving, at the request of the Corporation,
partnership, joint venture, trust or other enterprise (including serving as a
fiduciary of any employee benefit plan) or (4) is or was serving as an agent of
such other corporation, partnership, joint venture, trust or other enterprise
described in clause (3) hereof as to whom the Corporation, by action of its
Board of Directors, has agreed to grant such indemnity. Each director, officer,
employee or agent of the Corporation to whom indemnification rights under this
Section 1 of this Article have been granted shall be referred to as an
"Indemnified Person."
Notwithstanding the foregoing, except as specified in Section 3 of
this Article, the Corporation shall not be required to indemnify an Indemnified
Person in connection with a Proceeding (or any part thereof) initiated by such
Indemnified Person unless such authorization for such Proceeding (or any part
thereof) was not denied by the Board of Directors of the Corporation prior to
sixty (60) days after receipt of notice thereof from such Indemnified Person
stating his intent to initiate such Proceeding and only upon such terms and
conditions as the Board of Directors may deem appropriate.
2. Advance of Costs, Charges and Expenses
Costs, charges and expenses (including attorneys' fees) incurred by
an officer, director, employee or agent who is an Indemnified Person in
defending a Proceeding shall be paid by the Corporation to the fullest extent
permitted or authorized by the Delaware General Corporation Law or judicial or
administrative decisions, as the same exists or may hereafter be
3
<PAGE>
amended or interpreted differently in the future (but, in the case of any such
future amendment or interpretation, only to the extent that such amendment or
interpretation permits the Corporation to provide broader rights to advance
costs, charges and expenses then permitted prior thereto), in advance of the
final disposition of such Proceeding, upon receipt of an undertaking by or on
behalf of the Indemnified Person to repay all amounts so advanced in the event
that it shall ultimately be determined by final judicial decision that such
person in not entitled to be indemnified by the Corporation as authorized in
this Article and upon such other terms and conditions, in the case of an agent
as to whom the corporation has agreed to grant such indemnity, as the Board of
Directors may deem appropriate. The Corporation may, upon approval of the
Indemnified Person, authorize the corporation's counsel to represent such person
in any Proceeding, whether or not the Corporation is a party to such Proceeding.
Such authorization may be made by the Board of Directors by majority vote,
including directors who are parties to such Proceeding.
3. Procedure for Indemnification
Any indemnification or advance under this Article shall be made
promptly and in any event within sixty (60) days upon the written request of the
Indemnified Person (except in the case of a claim for an advancement of costs,
costs, charges or expenses, in which case the applicable period shall be twenty
(20) days). The right to indemnification or advances as granted by this article
shall be enforceable by the Indemnified Person in any court of competent
jurisdiction if the Corporation denies such request under this Article, in whole
or in part, or if no disposition thereof is made within sixty (60) days or
twenty (20) days, as may be applicable. Such Indemnified Person's costs and
expenses incurred in connection with successfully establishing his
4
<PAGE>
right to indemnification or advancement of costs, charges or expenses, in whole
or in part, in any such action shall also be indemnified by the Corporation. It
shall be a defense to any such action that the claimant has not met the standard
of conduct, if any, required by the Delaware General Corporation Law or judicial
or administrative decisions, as the same exists or may hereafter be amended or
interpreted differently in the future (but, in the case of any such future
amendment or interpretation, only to the extent that such amendment or
interpretation does not impose a more stringent standard of conduct than
permitted prior thereto), but the burden of proving such defense shall be on the
Corporation. Neither the failure of the Corporation (including its Board of
Directors or any committee thereof, its independent legal counsel, and its
stockholders) to have made a determination prior to the commencement of such
action that indemnification of the claimant or advancement for the claimant is
proper in the circumstances because he has met the applicable standard of
conduct, if any, nor the fact that there has been an actual determination by the
Corporation (including its Board of Directors or any committee thereof, its
independent legal counsel, or its stockholders) that the claimant has not met
such applicable standard of conduct, shall be a defense to the action or create
a presumption that the claimant has not met the applicable standard of conduct.
4. Non-Exclusivity; Survival of Indemnification
The indemnification and advancement provided by this Article shall
not be deemed exclusive of any other rights to which those Indemnified Persons
may be entitled under any agreement, vote of stockholders or disinterested
directors or recommendation of counsel or otherwise, both as to actions in such
person's official capacity and as to actions in any other capacity while holding
such office or position, and shall continue as to an Indemnified Person who
5
<PAGE>
has ceased to be a director, officer, employee or agent and shall inure to the
benefit of the heirs, beneficiaries, personal representatives and the estate of
such person. All rights to indemnification and advancement under this Article
shall be deemed to be a contract between the Corporation and each Indemnified
Person who serves or served in such capacity at any time while this Article is
in effect. Any repeal or modification of this Article or any repeal or
modification of relevant provisions of the Delaware General Corporation Law or
any other applicable laws shall not in any way diminish any rights to
indemnification of such indemnified Person, or the obligations of the
Corporation arising hereunder, for claims relating to matters occurring prior to
such repeal or modification.
5. Insurance
The Corporation may purchase and maintain insurance on behalf of any
person who is or was a director, officer, employee or agent of the Corporation,
or is or was serving at the request of the corporation an a director, officer,
employee or agent of another corporation, partnership, joint venture, trust or
other enterprise (including serving as a fiduciary of an employee benefit plan)
against any liability asserted against him and incurred by him in any such
capacity or arising out of his status as such, whether or not the Corporation
would have the power to indemnify him against such liability under the
provisions of this Article or the applicable provisions of the Delaware General
Corporation Law. 6. Savings Clause If this Article or any portion hereof shall
be invalidated on any ground by any court of competent jurisdiction, then the
Corporation shall nevertheless indemnify and advance costs to each Indemnified
Person as to costs, charges and expenses (including attorneys' fees), judgments,
6
<PAGE>
fines and amounts paid in settlement with respect to any Proceeding, including
an action by or in the right of the Corporation, to the full extent permitted by
any applicable portion of this Article that shall not have been invalidated and
as permitted by the Delaware General Corporation Law.
TENTH: No director of the Corporation shall be personally liable to
the Corporation or its stockholders for any monetary damages for breaches of
fiduciary duty as a director, provided that this provision shall not eliminate
or limit the liability of a director (i) for any breach of the director's duty
of loyalty to the Corporation or its stockholders; (ii) for acts or omissions
not in good faith or which involve intentional misconduct or knowing violation
of law; (iii) under Section 174 of the General Corporation Law of the State of
Delaware; or (iv) for any transaction from which the director derived an
improper personal benefit. No repeal or amendment of this Article shall
adversely affect any rights of any person pursuant to this Article TENTH which
existed at the time of such repeal or amendment with respect to acts or
omissions occurring prior to such repeal or amendment.
The undersigned incorporator hereby affirms that the statements made
herein are true under penalties of perjury, and is hereby executing this
Certificate of Incorporation this 12th day of March, 1997.
/S/ RALPH D. MOSLEY, JR.
------------------------
RALPH D. MOSLEY, JR.
INCORPORATOR
7
GLOBAL PAYMENT TECHNOLOGIES, INC.
BY-LAWS
ARTICLE I
OFFICES
1. The location of the registered office of the Corporation in the
State of Delaware is 1013 Centre Road, in the City of Wilmington, County of New
Castle, and the name of its registered agent at such address is Corporation
Service Company.
2. The Corporation shall in addition to its registered office in the
State of Delaware establish and maintain an office or offices at such place or
places as the Board of Directors may from time to time find necessary or
desirable.
ARTICLE II
CORPORATE SEAL
The corporate seal of the Corporation shall have inscribed thereon
the name of the Corporation and may be in such form as the Board of Directors
may determine. Such seal may be used by causing it or a facsimile thereof to be
impressed, affixed or otherwise reproduced.
ARTICLE III
MEETINGS OF STOCKHOLDERS
1. All meetings of the stockholders shall be held at the registered
office of the Corporation in the State of Delaware or at such other place as
shall be determined from time to time by the Board of Directors.
2. The annual meeting of stockholders shall be held on such day and
at such time as may be determined from time to time by resolution of the Board
of Directors, when they shall elect by plurality vote, a Board of Directors to
hold office until the annual meeting of stockholders held next after their
election and their successors are respectively elected and qualified or until
their earlier resignation or removal. Any other proper business may be
transacted at the annual meeting.
3. The holders of a majority of the stock issued and outstanding and
entitled to vote thereat, present in person or represented by proxy, shall
constitute a quorum at all meetings of the stockholders for the transaction of
business, except as otherwise expressly provided by statute, by the Certificate
of Incorporation or by these By-laws. If, however, such majority shall not be
present or represented at any meeting of the stockholders, the stockholders
entitled to vote thereat, present in person or by proxy, shall have power to
adjourn the meeting from time to time, without notice other than announcement at
the meeting (except as otherwise
<PAGE>
provided by statute). At such adjourned meeting at which the requisite amount of
voting stock shall be represented any business may be transacted which might
have been transacted at the meeting as originally notified.
4. At all meetings of the stockholders each stockholder having the
right to vote shall be entitled to vote in person, or by proxy appointed by an
instrument in writing subscribed by such stockholder and bearing a date not more
than three years prior to said meeting, unless such instrument provides for a
longer period.
5. At each meeting of the stockholders each stockholder shall have
one vote for each share of capital stock having voting power, registered in his
name on the books of the Corporation at the record date fixed in accordance with
these By-laws, or otherwise determined, with respect to such meeting. Except as
otherwise expressly provided by statute, by the Certificate of Incorporation or
by these By-laws, all matters coming before any meeting of the stockholders
shall be decided by the vote of a majority of the number of shares of stock
present in person or represented by proxy at such meeting and entitled to vote
thereat, a quorum being present.
6. Notice of each meeting of the stockholders shall be mailed to each
stockholder entitled to vote thereat not less than 10 nor more than 60 days
before the date of the meeting. Such notice shall state the place, date and hour
of the meeting and, in the case of a special meeting, the purposes for which the
meeting is called.
7. Special meetings of the stockholders, for any purpose or purposes,
unless otherwise prescribed by statute, may be called by the President or by the
Board of Directors, and shall be called by the Secretary at the request in
writing of stockholders owning a majority of the amount of the entire capital
stock of the Corporation issued and outstanding and entitled to vote. Such
request by stockholders shall state the purpose or purposes of the proposed
meeting.
8. Business transacted at each special meeting shall be confined to
the purpose or purposes stated in the notice of such meeting.
9. The order of business at each meeting of stockholders shall be
determined by the presiding officer.
ARTICLE IV
DIRECTORS
1. The business and affairs of the Corporation shall be managed under
the direction of a Board of Directors, which may exercise all such powers and
authority for and on behalf of the Corporation as shall be permitted by law, the
Certificate of Incorporation or these
2
<PAGE>
By-laws. Each of the directors shall hold office until the next annual meeting
of stockholders and until his successor has been elected and qualified or until
his earlier resignation or removal.
2. The Board of Directors may hold their meetings within or outside
of the State of Delaware, at such place or places as it may from time to time
determine.
3. The number of directors comprising the Board of Directors shall be
such number as may be from time to time fixed by resolution of the Board of
Directors. In case of any increase, the Board shall have power to elect each
additional director to hold office until the next annual meeting of stockholders
and until his successor is elected and qualified or his earlier resignation or
removal. Any decrease in the number of directors shall take effect at the time
of such action by the Board only to the extent that vacancies then exist; to the
extent that such decrease exceeds the number of such vacancies, the decrease
shall not become effective, except as further vacancies may thereafter occur,
until the time of and in connection with the election of directors at the next
succeeding annual meeting of the stockholders.
4. If the office of any director becomes vacant, by reason of death,
resignation, disqualification or otherwise, a majority of the directors then in
office, although less than a quorum, may fill the vacancy by electing a
successor who shall hold office until the next annual meeting of stockholders
and until his successor is elected and qualified or his earlier resignation or
removal.
5. Any director may resign at any time by giving written notice of
his resignation to the Board of Directors. Any such resignation shall take
effect upon receipt thereof by the Board, or at such later date as may be
specified therein. Any such notice to the Board shall be addressed to it in care
of the Secretary.
ARTICLE V
COMMITTEES OF DIRECTORS
1. By resolutions adopted by a majority of the whole Board of
Directors, the Board may designate an Executive Committee and one or more other
committees, each such committee to consist of one or more directors of the
Corporation. The Executive Committee shall have and may exercise all the powers
and authority of the Board in the management of the business and affairs of the
Corporation (except as otherwise expressly limited by statute), including the
power and authority to declare dividends and to authorize the issuance of stock,
and may authorize the seal of the corporation to be affixed to all papers which
may require it. Each such committee shall have such of the powers and authority
of the Board as may be provided from time to time in resolutions adopted by a
majority of the whole Board.
2. The requirements with respect to the manner in which the Executive
Committee and each such other committee shall hold meetings and take actions
shall be set forth
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in the resolutions of the Board of Directors designating the Executive Committee
or such other committee.
ARTICLE VI
COMPENSATION OF DIRECTORS
The directors shall receive such compensation for their services as
may be authorized by resolution of the Board of Directors, which compensation
may include an annual fee and a fixed sum for expense of attendance at regular
or special meetings of the Board or any committee thereof. Nothing herein
contained shall be construed to preclude any director from serving the
Corporation in any other capacity and receiving compensation therefor.
ARTICLE VII
MEETINGS OF DIRECTORS; ACTION WITHOUT A MEETING
1. Regular meetings of the Board of Directors may be held without
notice at such time and place, either within or without the State of Delaware,
as may be determined from time to time by resolution of the Board.
2. Special meetings of the Board of Directors shall be held whenever
called by the President of the Corporation or the Board of Directors on at least
24 hours' notice to each director. Except as may be otherwise specifically
provided by statute, by the Certificate of Incorporation or by these By-laws,
the purpose or purposes of any such special meeting need not be stated in such
notice, although the time and place of the meeting shall be stated.
3. At all meetings of the Board of Directors, the presence in person
of a majority of the members of the Board of Directors shall be necessary and
sufficient to constitute a quorum for the transaction of business, and, except
as otherwise provided by statute, by the Certificate of Incorporation or by
these Bylaws, if a quorum shall be present the act of a majority of the
directors present shall be the act of the Board.
4. Any action required or permitted to be taken at any meeting of the
Board of Directors or of any committee thereof may be taken without a meeting if
all the members of the Board or such committee, as the case may be, consent
thereto in writing and the writing or writings are filed with the minutes of
proceedings of the Board or committee. Any director may participate in a meeting
of the Board, or any committee designated by the Board, by means of a conference
telephone or similar communications equipment by means of which all persons
participating in the meeting can hear each other, and participation in a meeting
pursuant to this sentence shall constitute presence in person at such meeting.
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ARTICLE VIII
OFFICERS
1. The officers of the Corporation shall be chosen by the Board of
Directors and shall be a Chairperson, Vice Chairperson, a Chief Executive
Officer, President, one or more Vice Presidents, a Secretary and a Chief
Financial Officer. The Board may also choose one or more Assistant Secretaries
and Assistant Treasurers, and such other officers as it shall deem necessary.
Any number of offices may be held by the same person.
2. The salaries of all officers of the Corporation shall be fixed by
the Board of Directors, or in such manner as the Board may prescribe.
3. The officers of the Corporation shall hold office until their
successors are elected and qualified, or until their earlier resignation or
removal. Any officer may be at any time removed from office by the Board of
Directors, with or without cause. If the office of any officer becomes vacant
for any reason, the vacancy may be filled by the Board of Directors.
4. Any officer may resign at any time by giving written notice of his
resignation to the Board of Directors. Any such resignation shall take effect
upon receipt thereof by the Board or at such later date as may be specified
therein. Any such notice to the Board shall be addressed to it in care of the
Secretary.
ARTICLE IX
CHAIRPERSON
The Chairperson shall preside at all meetings of the Board of
Directors, unless the Chairperson delegates these powers to another director.
The Chairperson shall exercise the powers and perform the duties usual to a
Chairperson and shall be the person, on behalf of the Board, to whom the Chief
Executive Officer and Chief Financial Officer reports. The Chairperson shall see
that all orders and resolutions of the Board of Directors are carried into
effect; and shall do and perform such other duties as from time to time may be
assigned to the Chairperson by the Board of Directors. The Chairperson shall
have the power to execute bonds, mortgages and other contracts, agreements and
instruments of the Corporation. Unless otherwise ordered by the Board of
Directors, the Chairperson, or another officer of the Corporation designated by
the Chairperson, shall have full power and authority on behalf of the
Corporation to attend and to act and to vote at any meetings of security holders
of corporations in which the Corporation may hold securities, and at such
meetings shall possess and may exercise any and all rights and powers incident
to the ownership of such securities, and which, as the owner thereof, the
Corporation might have possessed and exercised, if present. The Board of
Directors by resolution from time to time may confer like powers upon any other
person or persons.
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ARTICLE X
VICE CHAIRPERSON
The Vice-Chairperson shall, in the absence of the Chairperson, act as
chairperson of all meetings of the Board of Directors and at all special and
annual meetings of the stockholders. The Vice-Chairperson shall perform such
other duties as may from time to time be assigned to the Vice-Chairperson by the
Board. In the event that the position of Vice-Chairperson shall be vacant, the
duties of the Vice-Chairperson shall be performed by the Chief Executive
Officer.
ARTICLE XI
CHIEF EXECUTIVE OFFICER
The Chief Executive Officer shall have general supervision and
discretion of the business and affairs of the Corporation, subject to the
control of the Board. The Chief Executive Officer may sign and execute in the
name of the Corporation deeds, mortgages, bonds, contracts and other
instruments. The Chief Executive Officer shall, when requested, counsel and
advise the other officers of the Corporation and shall perform such other duties
as the Board may from time to time determine. In the event that the position of
Chief Executive Officer shall be vacant, the duties of the Chief Executive
Officer shall be performed by the President.
ARTICLE XII
PRESIDENT
The President shall be the chief operating officer of the Corporation
and shall be in charge of the day to day operations and affairs of the
Corporation. The President may sign and execute in the name of the Corporation
contracts and other instruments in connection with the day to day operations and
affairs of the Corporation. The President shall perform such other duties as the
Chief Executive Officer or the Board may from time to time determine.
ARTICLE XIII
VICE PRESIDENTS
The Vice Presidents shall have such powers and duties as may be
delegated to them by the Chairperson.
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ARTICLE XIV
SECRETARY
1. The Secretary shall attend all meetings of the Board of Directors
and of the stockholders, and shall record the minutes of all proceedings in a
book to be kept for that purpose. He shall perform like duties for the
committees of the Board when required.
2. The Secretary shall give, or cause to be given, notice of meetings
of the stockholders, of the Board of Directors and of the committees of the
Board. He shall keep in safe custody, the seal of the Corporation, and when
authorized by the Chairperson or the President, an Executive Vice President or a
Vice President, shall affix the same to any instrument requiring it, and when so
affixed it shall be attested by his signature or by the signature of an
Assistant Secretary. He shall have such other powers and duties as may be
delegated to him by the Chairperson.
ARTICLE XV
CHIEF FINANCIAL OFFICER
The Chief Financial Officer shall be the chief financial and
accounting officer and treasurer of the Corporation and shall have the custody
of the corporate funds and securities, and shall deposit or cause to be
deposited under his direction all monies and other valuable effects in the name
and to the credit of the Corporation in such depositories as may be designated
by the Board of Directors or pursuant to authority granted by it. He shall
render to the Chairperson and the Board whenever they may require it an account
of all his transactions as treasurer and Chief Financial Officer and of the
financial condition of the Corporation. He shall have such other powers and
duties as may be delegated to him by the Chairperson.
ARTICLE XVI
CERTIFICATES OF STOCK
The certificates of stock of the Corporation shall be numbered and
shall be entered in the books of the Corporation as they are issued. They shall
exhibit the holder's name and number of shares and shall be signed by the
President or an Executive Vice President or Vice President, and by the Chief
Financial Officer or an Assistant Treasurer, or the Secretary or an Assistant
Secretary.
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ARTICLE XVII
CHECKS
All checks, drafts and other orders for the payment of money and all
promissory notes and other evidences of indebtedness of the Corporation shall be
signed by such officer or officers or such other person as may be designated by
the Board of Directors or pursuant to authority granted by it.
ARTICLE XVIII
FISCAL YEAR
The fiscal year of the Corporation shall be as determined from time
to time by resolution duly adopted by the Board of Directors.
ARTICLE XIX
NOTICES AND WAIVERS
1. Whenever by statute, by the Certificate of Incorporation or by
these By- laws it is provided that notice shall be given to any director or
stockholder, such provision shall not be construed to require personal notice,
but such notice may be given in writing, by mail, by depositing the same in the
United States mail, postage prepaid, directed to such stockholder or director at
his address as it appears on the records of the Corporation, and such notice
shall be deemed to be given at the time when the same shall be thus deposited.
Notice of regular or special meetings of the Board of Directors may also be
given to any director by telephone or by telex, telegraph or cable, and in the
latter event the notice shall be deemed to be given at the time such notice,
addressed to such director at the address hereinabove provided, is transmitted
by telex (with confirmed answerback), or delivered to and accepted by an
authorized telegraph or cable office.
2. Whenever by statute, by the Certificate of Incorporation or by
these By- laws a notice is required to be given, a written waiver thereof,
signed by the person entitled to notice, whether before or after the time stated
therein, shall be deemed equivalent to notice. Attendance of any stockholder or
director at any meeting thereof shall constitute a waiver of notice of such
meeting by such stockholder or director, as the case may be, except as otherwise
provided by statute.
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ARTICLE XX
INDEMNIFICATION
All persons who the Corporation is empowered to indemnify pursuant to
the provisions of Section 145 of the General Corporation Law of the State of
Delaware (or any similar provision or provisions of applicable law at the time
in effect) shall be indemnified by the Corporation to the full extent permitted
thereby. The foregoing right of indemnification shall not be deemed to be
exclusive of any other such rights to which those seeking indemnification from
the Corporation may be entitled, including, but not limited to, any rights of
indemnification to which they may be entitled pursuant to any agreement,
insurance policy, other By-Law or charter provision, vote of stockholders or
directors, or otherwise. No repeal or amendment of this Article XX shall
adversely affect any rights of any person pursuant to this Article XX which
existed at the time of such repeal or amendment with respect to acts or
omissions occurring prior to such repeal or amendment.
ARTICLE XXI
ALTERATION OF BY-LAWS
The By-laws of the Corporation may be altered, amended or repealed,
and new By-laws may be adopted, by the stockholders or by the Board of
Directors.
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LETTERHEAD
[PARKER CHAPIN FLATTAU & KLIMPL, LLP
1211 AVENUE OF THE AMERICAS
NEW YORK, NEW YORK 10036]
Global Payment Technologies, Inc.
20 East Sunrise Highway - Suite 201
Valley Stream, New York 11788
July 3, 1997
Gentlemen:
We have acted as counsel to Global Payment Technologies, Inc., a
Delaware corporation (the "Company"), in connection with a Registration
Statement on Form S-8 (the "Registration Statement") being filed with the
Securities and Exchange Commission under the Securities Act of 1933, as amended,
relating to the offering of 150,000 and 450,000 shares (collectively, the
"Option Shares") of Common Stock, par value $.01 per share, subject to the
Company's 1994 Stock Option Plan and 1996 Stock Option Plan (together, the
"Plans"), respectively.
In connection with the foregoing, we have examined originals or
copies, satisfactory to us, of all such corporate records and of all such
agreements, certificates and other documents as we have deemed relevant and
necessary as a basis for the opinion hereinafter expressed. We have not examined
each option contract in respect of options granted under the Plans. We have,
however, examined the form of option contract which the Company has advised us
is the form of option contract used by it under the Plans. We have also been
informed by the Company that each option contract between the Company and option
holders under the Plans is substantially in the form of the option contract we
have examined. In our examinations, we have assumed the genuineness of all
signatures, the authenticity of all documents submitted to us as originals and
the conformity with the original documents of all documents submitted to us as
copies or facsimiles. As to any facts material to such opinion, we have, to the
extent that relevant facts were not independently established by us, relied on
certificates of public officials and certificates of officers or other
representatives of the Company.
We have also assumed that all Option Shares issued in the future will
be issued at at least par value.
<PAGE>
Based upon and subject to the foregoing, we are of the opinion that
the Option Shares, when issued and paid for in accordance with each of the Plans
and the stock option contracts evidencing options granted thereunder, will be
validly issued, fully paid and non-assessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
/s/ Parker Chapin Flattau & Klimpl, LLP
PARKER CHAPIN FLATTAU & KLIMPL, LLP
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the
incorporation by reference in this Form S-8 registration statement of our report
dated November 22, 1996 included in the Global Payment Technologies, Inc.
(formerly Coin Bill Validator, Inc.) Form 10-KSB for the year ended September
30, 1996 and all references to our Firm included in this Form S-8 registration
statement.
/s/ ARTHUR ANDERSEN LLP
ARTHUR ANDERSEN LLP
June 27, 1997
Melville, New York
