As filed with the Securities and Exchange Commission on May 14, 1997
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
----------------
VOXWARE, INC.
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(Exact name of registrant as specified in its charter)
DELAWARE 36-3934824
------------------------ ----------------
(State or other juris- (I.R.S. Employer
diction of incorporation Identification
or organization) Number)
305 COLLEGE ROAD EAST
PRINCETON, NEW JERSEY 08540
(609) 514-4100
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(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
VOXWARE, INC. 1994 STOCK OPTION PLAN.
VOXWARE, INC. 1996 EMPLOYEE STOCK PURCHASE PLAN.
STOCK OPTION AGREEMENT DATED AS OF MAY 19, 1995 BETWEEN VOXWARE, INC. AND
SUAT YELDENER.
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(full title of the plan)
MICHAEL GOLDSTEIN
VOXWARE, INC.
305 COLLEGE ROAD EAST
PRINCETON, NEW JERSEY 08540
(609) 514-4100
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(Name, address, including zip code, and telephone number, including
area code, of agent for service)
Copies of all communications, including all communications sent to the agent for
service, should be sent to:
PAUL JACOBS, ESQ.
FULBRIGHT & JAWORSKI L.L.P.
666 FIFTH AVENUE
NEW YORK, NEW YORK 10103
(212) 318-3000
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(Facing Page Continued on Following Page)
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<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
===================================================================================================================================
Title of Securities Proposed maximum Proposed maximum Amount of
to be registered Amount to be registered offering price per unit(1) aggregate offering price(1) registration fee
====================================================================================================================================
<S> <C> <C> <C> <C>
Common Stock $.001 par
value per share........ 2,575,000 SHARES $4.00 $10,300,000 $3,122.00
===================================================================================================================================
</TABLE>
(1) The price is estimated in accordance with Rule 457(h)(1) under the
Securities Act of 1933, as amended, solely for the purpose of calculating
the registration fee, based on the average of the high and low prices of
the Common Stock as reported on the Nasdaq National Market on May 9, 1997.
-2-
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents filed by Voxware, Inc. (the "Company") are
incorporated herein by reference:
(a) The Company's prospectus dated October 30, 1996, containing
audited financial statements for the fiscal year ended June 30, 1996.
(b) The Company's Quarterly Report on Form 10-Q for the fiscal quarter
ended September 30, 1996.
(c) The Company's Quarterly Report on Form 10-Q for the fiscal quarter
ended December 31, 1996.
(d) The description of the Company's Common Stock contained in Item 1
of the Company's Registration Statement on Form 8-A dated September 19,
1996.
In addition to the foregoing, all documents subsequently filed by the
Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities
Exchange Act of 1934, prior to the filing of a post-effective amendment
indicating that all of the securities offered hereunder have been sold or
deregistering all securities then remaining unsold, shall be deemed to be
incorporated by reference in this Registration Statement and to be part hereof
from the date of filing of such documents. Any statement contained in a document
incorporated by reference in this Registration Statement 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 subsequently filed document that is
also incorporated by reference herein modifies or supersedes such statement. Any
statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this Registration Statement.
ITEM 4. DESCRIPTION OF SECURITIES
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
Not applicable.
<PAGE>
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 145 of the General Corporation Law of the State of Delaware permits
indemnification of directors, officers and employees of a corporation under
certain conditions and subject to certain limitations. The Certificate of
Incorporation and By-laws of the Company provide that the Company shall
indemnify its directors and officers to the fullest extent permitted by the
Delaware Law, including those circumstances in which indemnification would
otherwise be discretionary, subject to certain exceptions. The By-laws also
provide that the Company shall advance expenses to directors and officers
incurred in connection with an action or proceeding as to which they may be
entitled to indemnification, subject to certain exceptions. In addition, the
Company has entered into Indemnity Agreements with its directors and officers
providing for the maximum indemnification allowed by Section 145.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not Applicable.
ITEM 8. EXHIBITS
4(a)* Certificate of Incorporation of Voxware, Inc., as amended
(b)* Bylaws of Voxware, Inc.
(c) Voxware, Inc. 1994 Stock Option Plan
(d) Voxware, Inc. 1996 Employee Stock Purchase Plan
(e) Stock Option Agreement between Voxware, Inc. and Suat Yeldener
5 Opinion of Fulbright & Jaworski L.L.P.
23(a) Consent of Arthur Andersen LLP
(b) Consent of Fulbright & Jaworski L.L.P. (included in Exhibit 5).
24 Power of Attorney (included in signature page)
- ---------------------
* Incorporated by reference to Voxware, Inc.'s Registration Statement on Form
S-1 (file No. 333-08393), filed on July 18, 1996.
II-2
<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 of 1933;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the registration statement (or
the most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental
change in the information set forth in the registration
statement;
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in the
registration statement or any material change to such
information in the registration statement;
(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 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 of 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.
II-3
<PAGE>
(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 Securities Act of 1933
and is, therefore, unenforceable. In the event 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 of the registrant 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
indemnifica- tion by it is against public policy as expressed in the
Securities Act of 1933 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, as amended, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Princeton, State of New Jersey on May 12, 1997.
VOXWARE, INC.
By: /s/ Michael Goldstein
Michael Goldstein
President and Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each individual whose signature
appears below constitutes and appoints MICHAEL GOLDSTEIN and KENNETH H. TRAUB,
or either of them, his true and lawful attorney-in-fact and agent with full
power of substitution and resubstitution, for him and in his name, place and
stead, in any and all capacities, to sign any and all amendments (including
post-effective amendments) to this Registration Statement, and to file the same
with all exhibits thereto, and all documents in connection therewith, with the
Securities and Exchange Commission, granting said attorney-in-fact and agent,
and each of them, full power and authority to do and perform each and every act
and thing requisite and necessary to be done in and about the premises, as fully
to all intents and purposes as he or she might or could do in person, hereby
ratifying and confirming all that said attorney-in-fact and agent or any of
them, or their or his substitute or substitutes, may lawfully do or cause to be
done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in the
capacities and on the dates indicated:
<TABLE>
<CAPTION>
<S> <C> <C>
/s/ Michael Goldstein President, Chief Executive
- ------------------------ Officer and Director May 12, 1997
Michael Goldstein (principal executive officer)
/s/ Kenneth H. Traub Executive Vice President, Chief
- ------------------------ Financial Officer, Secretary and Director May 12, 1997
Kenneth H. Traub (principal financial officer)
/s/ J. Gerard Aguilar
- ------------------------ Director May 12, 1997
J. Gerard Aguilar
/s/ William J. Geary
- ------------------------ Director May 12, 1997
William J. Geary
/s/ Jordan S. Davis
- ------------------------ Director May 12, 1997
Jordan S. Davis
/s/ Andrew I. Fillat
- ------------------------ Director May 12, 1997
Andrew I. Fillat
/s/ David Roux
- ------------------------ Director May 12, 1997
David Roux
/s/ Richard M. Schell
- ------------------------ Director May 12, 1997
Richard M. Schell
/s/ Nicholas Narlis Controller, Chief Accounting May 12, 1997
- ------------------------ Officer and Treasurer
Nicholas Narlis (principal accounting officer)
</TABLE>
II-5
EXHIBIT 4(C)
VOXWARE, INC.
1994 STOCK OPTION PLAN
1. PURPOSE. The purpose of the Voxware, Inc. 1994 Stock Option Plan (the
"Plan") is to enable Voxware, Inc. (the "Company") and its stockholders to
secure the benefits of common stock ownership by key personnel of the Company
and its subsidiaries. The Board of Directors of the Company (the "Board")
believes that the granting of options under the Plan will foster the Company's
ability to attract, retain and motivate those individuals who will be largely
responsible for the profitability and long-term future growth of the Company.
2. STOCK SUBJECT TO THE PLAN. The Company may issue and sell a total of
2,350,000 shares of its common stock (the "Common Stock") pursuant to the Plan.
Such shares may be either authorized and unissued or held by the Company in its
treasury. New options may be granted under the Plan with respect to shares of
Common Stock which are covered by the unexercised portion of an option which has
terminated or expired by its terms, by cancellation or otherwise.
3. ADMINISTRATION. The Plan will be administered by the Board or a
committee (the "Committee") consisting of at least two directors appointed by
and serving at the pleasure of the Board (or, if there is only one director, the
Committee shall consist of the sole director). Subject to the provisions of the
Plan, the Board or the Committee, as the case may be, acting in its sole and
absolute discretion, will have full power and authority to grant options under
the Plan, to interpret the provisions of the Plan, to fix and interpret the
provisions of option agreements made under the Plan, to supervise the
administration of the Plan, and to take such other action as may be necessary or
desirable in order to carry out the provisions of the Plan. A majority of the
members of the Committee will constitute a quorum. The Committee may act
<PAGE>
by the vote of a majority of its members present at a meeting at which there is
a quorum or by unanimous written consent. The decision of the Board or the
Committee, as the case may be, as to any disputed question, including questions
of construction, interpretation and administration, will be final and conclusive
on all persons. The Committee will keep a record of its proceedings and acts and
will keep or cause to be kept such books and records as may be necessary in
connection with the proper administration of the Plan.
4. ELIGIBILITY. Options may be granted under the Plan to present or future
key employees of the Company or a subsidiary of the Company (a "Subsidiary")
within the meaning of Section 424(f) of the Internal Revenue Code of 1986 (the
"Code"), and to directors of and consultants to the Company or a Subsidiary who
are not employees. Subject to the provisions of the Plan, the Board or the
Committee, as the case may be, may from time to time select the persons to whom
options will be granted, and will fix the number of shares covered by each such
option and establish the terms and conditions thereof (including, without
limitation, the exercise price, restrictions on exercisability of the option
and/or on the disposition of the shares of Common Stock issued upon exercise
thereof, and whether or not the option is to be treated as an incentive stock
option within the meaning of Section 422 of the Code (an "Incentive Stock
Option").
5. TERMS AND CONDITIONS OF OPTIONS. Each option granted under the Plan will
be evidenced by a written agreement in a form approved by the Board or the
Committee. Each such option will be subject to the terms and conditions set
forth in this paragraph and such additional terms and conditions not
inconsistent with the Plan as the Board or the Committee deems appropriate.
<PAGE>
A. OPTION EXERCISE PRICE. In the case of an option which is not treated as
an Incentive Stock Option, the exercise price per share may not be less than the
par value of a share of Common Stock on the date the option is granted; and, in
the case of an Incentive Stock Option, the exercise price per share may not be
less than 100% of the fair market value of a share of Common Stock on the date
the option is granted (110% in the case of an optionee who, at the time the
option is granted, owns stock possessing more than 10% of the total combined
voting power of all classes of stock of the Company or a Subsidiary (a "ten
percent shareholder")). For purposes hereof, the fair market value of a share of
Common Stock on any date will be equal to the closing sale price per share as
published by a national securities exchange on which shares of the Common Stock
are traded on such date or, if there is no sale of Common Stock on such date,
the average of the bid and asked prices on such exchange at the closing of
trading on such date or, if shares of the Common Stock are not listed on a
national securities exchange on such date, the closing price or, if none, the
average of the bid and asked prices in the over the counter market at the close
of trading on such date, or if the Common Stock is not traded on a national
securities exchange or the over the counter market, the fair market value of a
share of the Common Stock on such date as determined in good faith by the Board
or the Committee.
B. OPTION PERIOD. The period during which an option may be exercised will
be fixed by the Board or the Committee and will not exceed ten years from the
date the option is granted (five years in the case of an Incentive Stock Option
granted to a "ten percent shareholder").
C. EXERCISE OF OPTIONS. Except as otherwise determined by the Board or the
Committee, no option will become exercisable unless the person to whom the
option was granted remains in the continuous employ or service of the Company
<PAGE>
or a Subsidiary for at least six months from the date the option is granted. The
Board or the Committee may determine and set forth in the option agreement any
vesting or other restrictions on the exercisability of an option, subject to
earlier termination of the option as provided herein. All or part of the
exercisable portion of an option may be exercised at any time during the option
period. An option may be exercised by transmitting to the Company (a) a written
notice specifying the number of shares to be purchased, and (b) payment of the
exercise price (or, if applicable, delivery of a secured obligation therefor),
together with the amount, if any, deemed necessary by the Board or the Committee
to enable the Company to satisfy its income tax withholding obligations with
respect to such exercise (unless other arrangements acceptable to the Company
are made with respect to the satisfaction of such withholding obligations).
D. PAYMENT OF EXERCISE PRICE. The purchase price of shares of Common Stock
acquired pursuant to the exercise of an option granted under the Plan may be
paid in cash and/or such other form of payment as may be permitted under the
option agreement, including, without limitation, previously-owned shares of
Common Stock. The Board or the Committee may permit the payment of all or a
portion of the purchase price in installments (together with interest) over a
period of not more than five years.
E. RIGHTS AS A STOCKHOLDER. No shares of Common Stock will be issued in
respect of the exercise of an option granted under the Plan until full payment
therefor has been made (and/or provided for where all or a portion of the
purchase price is being paid in installments). The holder of an option will have
no rights as a stockholder with respect to any shares covered by an option until
the date a stock certificate for such shares is issued to him or her. Except as
otherwise provided
<PAGE>
herein, no adjustments shall be made for dividends or distributions of other
rights for which the record date is prior to the date such stock certificate is
issued.
F. NONTRANSFERABILITY OF OPTIONS. No option shall be assignable or
transferrable except upon the optionee's death to a beneficiary designated by
the optionee in accordance with procedures established by the Committee or, if
no designated beneficiary shall survive the optionee, pursuant to the optionee's
will or by the laws of descent and distribution. During an optionee's lifetime,
options may be exercised only by the optionee or the optionee's guardian or
legal representative.
G. TERMINATION OF EMPLOYMENT OR OTHER SERVICE. Unless otherwise determined
by the Board or the Committee, if an optionee ceases to be employed by or to
perform services for the Company and any Subsidiary for any reason other than
death or disability (defined below), then each outstanding option granted to him
or her under the Plan will terminate on the date three months after the date of
such termination of employment or service, provided, however, that, if the
optionee's employment or service is terminated by the Company for cause (defined
below), then the option will terminate upon the date of such termination of
employment or service. If an optionee's employment or service is terminated by
reason of the optionee's death or disability (or if the optionee's employment or
service is terminated by reason of his or her disability and the optionee dies
within one year after such termination of employment or service), then each
outstanding option granted to the optionee under the Plan will terminate on the
date one year after the date of such termination of employment or service (or
one year after the later death of a disabled optionee) or, if earlier, the date
specified in the option agreement. For purposes hereof, unless otherwise agreed
by the Board or the Committee in an option agreement, the term "disability"
means the inability of an optionee to perform the customary duties of his
<PAGE>
or her employment or other service for the Company or a Subsidiary by reason of
a physical or mental incapacity which is expected to result in death or be of
indefinite duration; and, unless otherwise agreed by the Board or the Committee
in an option agreement, the term "cause" means (1) failure or refusal by
optionee to perform the duties of his or her employment with the Company, (2)
commission by the optionee of a crime involving moral turpitude, or (3) the
optionee's dishonesty or willful engagement in conduct which is injurious to the
business or reputation of the Company, all as determined by the Board in its
sole discretion.
H. OTHER PROVISIONS. The Board or the Committee may impose such other
conditions with respect to the exercise of options, including, without
limitation, any conditions relating to the application of federal or state
securities laws, as it may deem necessary or advisable.
6. CHANGE IN CONTROL; CAPITAL CHANGES.
a. Unless otherwise determined by the Board in an option agreement with
respect to any particular option, if any event constituting a "Change in Control
of the Company" shall occur, all options granted under the Plan which are
outstanding at the time a Change of Control of the Company shall occur shall
immediately become exercisable. Unless otherwise determined by the Board in an
option agreement with respect to any particular option, a "Change in Control of
the Company" shall be deemed to occur if (i) there shall be consummated (x) any
consolidation or merger of the Company in which the Company is not the
continuing or surviving corporation or pursuant to which shares of the Company's
Common Stock would be converted into cash, securities or other property, other
than a merger of the Company in which the holders of the Company's Common Stock
immediately prior to the merger have the same proportionate ownership of common
stock of the surviving
<PAGE>
corporation immediately after the merger, or (y) any sale, lease, exchange or
other transfer (in one transaction or a series of related transactions) of all,
or substantially all, of the assets of the Company, or (ii) the stockholders of
the Company shall approve any plan or proposal for liquidation or dissolution of
the Company, or (iii) any person (as such term is used in Section 13(d) and
14(d)(2) of the Securities Exchange Act of 1934, as amended (the "Exchange
Act")), shall become the beneficial owner (within the meaning of Rule 13d-3
under the Exchange Act) of more than 50% of the Company's outstanding Common
Stock other than pursuant to a plan or arrangement entered into by such person
and the Company, or (iv) during any period of two consecutive years, individuals
who at the beginning of such period constitute the entire Board of Directors
shall cease for any reason to constitute a majority thereof unless the election,
or the nomination for election by the Company's stockholders, 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 the period; provided,
however, that stock ownership changes and changes in the composition of the
Board will not constitute a "change in control" for purposes hereunder if and to
the extent any such change occurs as a result of or in connection with a public
offering of the Company's stock.
b. In the event of any stock split, stock dividend or similar transaction
which increases or decreases the number of outstanding shares of Common Stock,
appropriate adjustment shall be made by the Board to the number and option
exercise price per share of Common Stock which may be purchased under any
outstanding options. In the case of a merger, consolidation or similar
transaction which results in a replacement of the Company's Common Stock with
stock of another corporation but does not constitute Change in Control of the
Company, the Company will make a reasonable effort, but shall not be required,
to replace any outstanding
<PAGE>
options granted under the Plan with comparable options to purchase the stock of
such other corporation, or will, unless otherwise determined by the Committee or
the Board in an option agreement with respect to any particular option, the
Company will provide for immediate maturity of all outstanding options, with all
options not being exercised within the time period specified by the Board being
terminated.
c. In the event of any adjustment in the number of shares covered by any
option pursuant to the provisions hereof, any fractional shares resulting from
such adjustment will be disregarded and each such option will cover only the
number of full shares resulting from the adjustment.
d. All adjustments under this paragraph 6 shall be made by the Board, and
its determination as to what adjustments shall be made, and the extent thereof,
shall be final, binding and conclusive.
7. AMENDMENT AND TERMINATION OF THE PLAN. The Board may amend or terminate
the Plan. Except as otherwise provided in the Plan with respect to equity
changes, any amendment which would increase the aggregate number of shares of
Common Stock as to which options may be granted under the Plan, change the
minimum option price for options, materially increase the benefits under the
Plan, or modify the class of persons eligible to receive options under the Plan
shall be subject to the approval of the Company's stockholders. No amendment or
termination may affect adversely any outstanding option without the written
consent of the optionee.
8. NO RIGHTS CONFERRED. Nothing contained herein will be deemed to give any
individual any right to receive an option under the Plan or to be retained in
the employ or service of the Company or any Subsidiary.
9. GOVERNING LAW. The Plan and each option agreement shall be governed by
the laws of the State of Delaware.
<PAGE>
10. DECISIONS AND DETERMINATIONS OF COMMITTEE TO BE FINAL. Except to the
extent rights or powers under this Plan are reserved specifically to the
discretion of the Board, all decisions and determinations of the Committee are
final and binding.
11. TERM OF THE PLAN. The Plan shall be effective as of the date on which
it is adopted by the Board, subject to the approval of the stockholders of the
Company within one year from the date of adoption by the Board. The Plan will
terminate on the date ten years after the date of adoption by the Board, unless
sooner terminated by the Board. The rights of optionees under options
outstanding at the time of the termination of the Plan shall not be affected
solely by reason of the termination and shall continue in accordance with the
terms of the option (as then in effect or thereafter amended).
VOXWARE, INC.
1996 EMPLOYEE STOCK PURCHASE PLAN
ARTICLE I
PURPOSE
1.01. Purpose. The purpose of the Plan is to provide eligible employees of
the Company and its Subsidiaries with a convenient way to acquire shares of the
Company's Common Stock. The Plan is intended to qualify as an "employee stock
purchase plan" under Section 423 of the Internal Revenue Code of 1986, and the
Plan will be interpreted and construed accordingly.
ARTICLE II
DEFINITIONS
Wherever used herein, the masculine includes the feminine, the singular
includes the plural, and the following terms have the following meanings unless
a different meaning is clearly required by the context.
2.01. "Account" means the bookkeeping account established in the name of
each Participant to reflect the payroll deductions made hereunder on behalf of
the Participant.
2.02. "Board" means the Board of Directors of the Company.
2.03. "Code" means the Internal Revenue Code of 1986, as it now exists and
is hereafter amended.
<PAGE>
2.04. "Committee" means the administrative committee appointed by the Board
to administer the Plan.
2.05. "Common Stock" means the common stock of the Company, $.0001 par
value per share.
2.06. "Company" means Voxware, Inc., a Delaware corporation, and any
successor corporation.
2.07. "Compensation" means all cash compensation paid by the Company or a
Subsidiary to a Participant which is required to be reported as wages on the
Participant's Form W-2 and such additional amounts which are not includable in
gross income by reason of Sections 125,402(a) or 402(L(i)(B) of the Code.
2.08. "Employee" means an individual who performs services for the Company
or a participating Subsidiary in an employer-employee relationship and whose
customary employment is at least twenty hours per week and more than five months
per year. For purposes of the Plan, the employment relationship shall be treated
as continuing intact while the individual is on sick leave or other leave of
absence approved by the Company. Where the period of leave exceeds 90 days and
the individual's right to reemployment is not guaranteed either by statute or by
contract, the employment relationship will be deemed to have terminated on the
91st day of such leave.
2.09. "Enrollment Date" means the first day of an Offering Period.
<PAGE>
2.10. "Exercise Date" means the last business day of an Offering Period.
2.11. "Fair Market Value" means the closing sale price per share as
published by a national securities exchange on which shares of the Common Stock
are traded on such date or, if there is no sale of Common Stock on such date,
the average of the bid and asked prices on such exchange at the closing of
trading on such date or, if shares of the Common Stock are not listed on a
national securities exchange on such date, the closing price or, if none, the
average of the bid and asked prices in the over the counter market at the close
of trading on such date, or if the Common Stock is not traded on a national
securities exchange or the over the counter market, the fair market value of a
share of the Common Stock on such date as determined in good faith by the
Committee. For the purposes of the Enrollment Date under the first Offering
Period under the Plan, the Fair Market Value of the Common Stock shall be the
price to the public as set forth in the final prospectus included within the
Registration Statement on Form S-1 filed with the Securities and Exchange
Commission for the initial public offering of the Common Stock.
2.12. "Offering Period" means the six-month period beginning on each
December 1 and June 1 and ending on each May 31 and November 30, respectively;
provided, however, that the first Offering Period shall be the period beginning
with the first business day on or after the date on which the Company's
registration statement on Form S-1 (or any successor form thereof) is declared
effective by the Securities and Exchange Commission and terminating on the last
business day in the period ending May 31, 1997. The Committee shall have the
power to change the duration of Offering Periods and the commencement dates
thereof without stockholder approval if such
<PAGE>
change is announced to Employees at least five days prior to the scheduled
beginning of the first Offering Period to be affected thereafter.
2.13. "Participant" means any Employee for whom an Account is maintained
under the Plan.
2.14. "Subsidiary" means a corporation 50% or more of the total combined
voting power of which is owned directly or indirectly by the Company as
described in Section 424(f) of the Code.
ARTICLE III
PARTICIPATION IN PLAN
3.01. General. An Employee will be eligible to become a Participant in the
Plan on the Enrollment Date next following the date he becomes an Employee.
3.02. Restrictions on Participation. Notwithstanding any provisions of the
Plan to the contrary, no Employee may be granted the right to purchase Common
Stock under the Plan if and to the extent that:
(a) immediately after the grant, such Employee would directly or
indirectly own stock and/or hold outstanding options to purchase stock,
possessing 5% or more of the total combined voting power or value of all
classes of stock of the Company (determined in accordance with Section
424(d) of the Internal Revenue Code of 1986); or
(b) the Employee's right to purchase stock under all employee stock
purchase plans of the Company would accrue at a rate which
<PAGE>
exceeds $25,000 in fair market value (determined at the time of grant)
for each calendar year in which such right is outstanding.
3.03. Enrollment. An eligible Employee may become a Participant for an
Offering Period by completing a Plan enrollment form authorizing payroll
deductions and filing it with the Company prior to the first day of the Offering
Period. Payroll deductions for a Participant shall commence on the first payroll
following the first Enrollment Date following such filing and shall end on the
last payroll in the Offering Period to which such authorization is applicable,
unless sooner terminated by the Participant in accordance with the provisions
hereof.
ARTICLE IV
ISSUANCE OF STOCK PURCHASE RIGHTS
4.01. Payroll Deduction. At the time a Participant enrolls in the Plan, he
must elect the amount to be deducted from each paycheck during the Offering
Period(s) covered by the election, provided, however, that no more than 10% of a
Participant's pay may be withheld under the Plan on any pay date. All payroll
deductions made for a Participant shall be credited to his Account under the
Plan and will be withheld in whole percentages only. A Participant may not make
any additional payments into such account. Unless the Committee determines
otherwise, interest shall not accrue on any amounts credited to a Participant's
Account. The rate of a Participant's contribution, once established, shall
remain in effect for all subsequent Offering Periods unless changed by the
Participant in writing at such time and in such manner as the Committee may
prescribe.
<PAGE>
4.02. Stock Subject to Plan. The Company may issue and sell a total of up
to 200,000 shares of its Common Stock pursuant to the Plan. Such shares may be
either authorized and unissued shares of Common Stock, shares of Common Stock
held by the Company in its treasury or shares of Common Stock reacquired by the
Company upon purchase in the open market.
4.03. Purchase Price. The purchase price of Common Stock issued under the
Plan on the Exercise Date for any Offering Period will be equal to 85% of the
lesser of (a) the Fair Market Value on the Exercise Date, or (b) the Fair Market
Value on the first business day of the Offering Period.
4.04. Purchase of Shares. On each Exercise Date, the amount credited to a
Participant's Account shall be used to purchase a whole number of shares of
Common Stock, the number of which will be determined by dividing the amount of
the Participant's Account by the purchase price per share. Any amount remaining
in a Participant's Account may be returned to the Participant if requested. If
such return is not requested, the balance (representing amounts which would
purchase only fractional shares) will remain in the Participant's Account for
the next Offering Period. If the total number of shares of Common Stock to be
purchased as of an Exercise Date (when aggregated with shares of Common Stock
previously purchased for all Employees under the Plan) exceeds the number of
shares then authorized under the Plan, a pro-rata allocation of the available
shares will be made among the Participants based upon the amounts in their
respective Accounts as of the Exercise Date.
<PAGE>
4.05. Issuance of Common Stock. As promptly as practicable after each
Exercise Date on which a purchase of shares occurs, the Company shall arrange
the delivery to each Participant, as appropriate, of a certificate representing
the shares of Common Stock purchased upon exercise of his right.
4.06. Discontinuance and Withdrawal of Contributions; Change of Rate of
Payroll Deductions. (a) At any time during an Offering Period, a Participant may
notify the Company that he wishes to discontinue contributions under the Plan.
This notice shall be in writing and shall become effective as soon as
practicable following its receipt by the Company. A Participant may elect to
withdraw all, but not less than all, of the amount of his Account at any time
during an Offering Period except on the Exercise Date with respect to that
Offering Period. If a withdrawal is made during an Offering Period, no further
contributions will be permitted during that Offering Period by the withdrawing
Participant.
(b) At any time during an Offering Period, a Participant may increase or
decrease the rate of his payroll deductions during the Offering Period by
completing or filing with the Company a new enrollment form authorizing a change
in payroll deduction rate. The Committee may, in its discretion, limit the
number of payroll deduction rate changes during any Offering Period. The change
in rate shall be effective with the first full payroll period following five (5)
business days after the Company's receipt of the new enrollment form unless the
Company elects to process a given change more quickly.
4.07. Termination of Employment. Any Participant whose employment with the
Company and its Subsidiaries is terminated for any reason before an Exercise
Date shall thereupon cease being a Participant, and he will be deemed to have
elected
<PAGE>
to withdraw from the Plan and the payroll deductions credited to such
Participant's account during the Offering Period but not yet used to exercise
the right will be returned to such Participant or, in the case of his death, to
the person or persons entitled thereto under Section 6.02 hereof, and such
Participant's right will be automatically terminated. The balance of the
Participant's Account shall be paid to such Participant or his legal
representative as soon as practical after his termination of employment.
ARTICLE V
ADMINISTRATION
5.01. Administration. The Plan will be administered by a committee (the
"Committee") consisting of at least two directors appointed by and serving at
the pleasure of the Board; provided that, notwithstanding anything herein to the
contrary, the Board shall have all the powers of the Committee under the Plan
and the Board may, in its sole and absolute discretion, determine not to appoint
a Committee. Subject to the provisions of the Plan, the Committee, acting in its
sole and absolute discretion, will have full power and authority to construe,
interpret and apply the provisions of the Plan, to adopt rules and regulations
for administering the Plan and to make all determinations and take all actions
as may be necessary or desirable in order to carry out the provisions of the
Plan. A majority of the members of the Committee will constitute a quorum. The
Committee may act by the vote of a majority of its members present at a meeting
at which there is a quorum or by unanimous written consent. The decision of the
Committee as to any disputed question, including questions of construction,
interpretation and administration, will be final and conclusive on all persons.
The Committee will keep a record of its proceedings and acts and will keep
<PAGE>
or cause to be kept such books and records as may be necessary in connection
with the proper administration of the Plan. The Company shall indemnify and hold
harmless each member of the Committee and any employee or director of the
Company or of a Subsidiary to whom any duty or power relating to the
administration or interpretation of the Plan is delegated from and against any
loss, cost, liability (including any sum paid in settlement of a claim with the
approval of the Board), damage and expense (including legal and other expenses
incident thereto) arising out of or incurred in connection with the Plan, unless
and except to the extent attributable to such person's fraud or willful
misconduct.
ARTICLE VI
MISCELLANEOUS
6.01. Amendment or Termination. (a) The Board may at any time or from time
to time amend the Plan in any respect, except that, without approval of the
Company's stockholders, no amendment may (i) increase the number of shares of
Common Stock reserved under the Plan other than as provided herein with respect
to adjustments for certain capital changes and reorganizations, (ii) reduce the
purchase price per share or (iii) make the Plan available to any person who is
not an Employee. The Board reserves the right to terminate the Plan at any time.
Except as set forth in Section 6.05, no such action amending or terminating the
Plan may affect adversely any outstanding right without the consent of each
Participant who is so affected; provided that, an Offering Period may be
terminated by the Board on any Exercise Date if the Board determines that the
termination of the Plan is in the best interests of the Company and its
stockholders.
<PAGE>
(b) Without stockholder consent and without regard to whether any
Participant rights may be considered to have been "adversely affected," the
Board (or the Committee) shall be entitled to change the Offering Periods, limit
the frequency and/or number of changes in the amount withheld during an Offering
Period, establish the exchange ratio applicable to amounts withheld in a
currency other than U.S. dollars, permit payroll withholding in excess of the
amount designated by a Participant in order to adjust for delays or mistakes in
the Company's processing of properly completed withholding elections, establish
reasonable waiting and adjustment periods and/or accounting and crediting
procedures to ensure that amounts applied toward the purchase of Common Stock
for each Participant properly correspond with amounts withheld from the
Participant's Compensation, and establish such other limitations or procedures
as the Board (or the Committee) determines in its sole discretion advisable
which are consistent with the Plan.
6.02. Transferability. Neither payroll deductions credited to a
Participant's Account nor any rights with regard to the exercise of a right to
purchase Common Stock or to receive shares under the Plan may be assigned,
transferred, pledged or otherwise disposed of in any way (other than by will,
the laws of descent and distribution or as expressly provided below) by the
Participant. Any such attempt as assignment, transfer, pledge or other
disposition shall be without effect, except that the Company may treat such act
as an election to withdraw funds from an Offering Period in accordance with
Section 4.06 hereof. During the lifetime of each Participant, the rights granted
hereunder are only exercisable by such Participant. A Participant may file a
written designation of a beneficiary who is to receive any shares of Common
Stock and cash, if any, from the Participant's Account under the Plan in the
event of
<PAGE>
such Participant's death subsequent to an Exercise Date on which the right is
exercised but prior to delivery to such Participant of such shares and cash. In
addition, a Participant may file a written designation of a beneficiary who is
to receive any cash from the Participant's Account under the Plan in the event
of such Participant's death prior to the exercise of the right. Such designation
of beneficiary may be changed by the Participant at any time by written notice.
In the event of the death of a Participant and in the absence of a beneficiary
validly designated under the Plan who is living at the time of such
Participant's death, the Company shall deliver such shares and/or cash to the
executor or administrator of the estate of the Participant, or if no such
executor or administrator has been appointed (to the knowledge of the Company),
the Company, in its discretion, may deliver such shares and/or cash to the
spouse or to any one or more dependents or relatives of the Participant, or if
no spouse, dependent or relative is known to the Company, then to such other
person as the Company may designate.
6.03. No Rights of Employment. The Plan will not be deemed to constitute a
contract between the Company or a Subsidiary and any individual or to be a
consideration or inducement for the employment of any individual. Nothing
contained in the Plan shall be deemed to give any individual the right to be
retained in the service of the Company and its Subsidiaries or to interfere with
the right of the Company and its Subsidiaries to discharge him or her at any
time.
6.04. Use of Funds. All payroll deductions received or held by the Company
under the Plan may be used by the Company for any corporate purpose, and the
Company shall not be obligated to segregate such payroll deductions.
<PAGE>
6.05. Adjustments Upon Changes in Capitalization, Dissolution, Liquidation,
Merger or Asset Sale.
(a) Changes in Capitalization. Subject to any required action by the
stockholders of the Company, the number and class of shares which may be issued
under the Plan as well as the price per share of Common Stock covered by each
right under the Plan which has not yet been exercised shall be proportionately
adjusted for any increase or decrease in the number of issued shares of Common
Stock resulting from a stock split, reverse stock split, stock dividend,
combination of reclassification of the Common Stock, or any other increase or
decrease in the number of shares of Common Stock effected without receipt of
consideration to the Company; provided, however, that conversion of any
convertible securities of the Company shall not be deemed to have been "effected
without receipt of consideration". Except as expressly provided herein, no
issuance by the Company of shares of stock of any class, or securities
convertible into shares of stock of any class, shall affect, and no adjustment
by reason thereof shall be made with respect to, the number or price of shares
of Common Stock subject to a right.
(b) Dissolution or Liquidation. In the event of the proposed dissolution or
liquidation of the Company, the Offering Period will terminate immediately prior
to the consummation of such proposed action, unless otherwise provided by the
Board or the Committee.
(c) Merger or Asset Sale. In the event of a proposed sale of all or
substantially all of the assets of the Company, or the merger of the Company
with or into another corporation, each right under the Plan shall be assumed or
an equivalent right shall be substituted by such successor corporation or a
parent or subsidiary of such successor corporation, unless the Board or the
Committee
<PAGE>
determines, in the exercise of its sole discretion and in lieu of such
assumption or substitution, to shorten the Offering Period then in progress by
setting a new Exercise Date (the "New Exercise Date"). If the Board or the
Committee shortens the Offering Period then in progress in lieu of assumption or
substitution in the event of a merger or sale of assets, the Board or the
Committee shall notify each participant in writing, at least ten (10) business
days prior to the New Exercise Date, that the Exercise Date for his right has
been changed to the New Exercise Date and that his right will be exercised
automatically on the New Exercise Date, unless prior to such date he has
withdrawn from the Offering Period as provided in Section 4.06 hereof. For
purposes of this paragraph, a right granted under the Plan shall be deemed to be
assumed if, following the sale of assets or merger, the right confers the right
to purchase, for each share of Common Stock subject to the right immediately
prior to the sale of assets or merger, the consideration (whether stock, cash or
other securities or property) received in the sale of assets or merger by
holders of Common Stock for each share of Common Stock held on the effective
date of the transaction (and if such holders were offered a choice of
consideration, the type of consideration chosen by the holders of a majority of
the outstanding shares of Common Stock); provided, however, that if such
consideration received in the sale of assets or merger was not solely common
stock of the successor corporation or its parent (as defined in Section 424(e)
of the Code), the Board or the Committee may, with the consent of the successor
corporation, provide for the consideration to be received upon exercise of the
right to be solely common stock of the successor corporation or its parent equal
in Fair Market Value to the per share consideration received by holders of
Common Stock and the sale of assets or merger.
<PAGE>
(d) Fractional Shares. In the event of any adjustment in the number of
shares of Common Stock covered by any right pursuant to the provisions hereof,
any fractional shares resulting from such adjustment will be disregarded and
each such right will cover only the number of full shares of Common Stock
resulting from the adjustment.
(e) Determination of Board or the Committee to be Final. All adjustments
under this paragraph shall be made by the Board or the Committee, and its
determination as to what adjustments shall be made, and the extent thereof,
shall be final, binding and conclusive.
6.06. Legal Requirements. The Company's obligation to sell and deliver
shares of Common Stock under the Plan is at all times subject to all approvals
of, or filings with, any governmental authorities required in connection with
the authorization, issuance, sale or delivery of such shares. Shares shall not
be issued with respect to a right unless the exercise of such right and the
issuance and delivery of such shares pursuant thereto shall comply with all
applicable provisions of law, domestic or foreign, including, without
limitation, the Securities Act of 1933, as amended, the Securities Exchange Act
of 1934, as amended, the rules and regulations promulgated thereunder, and the
requirements of any stock exchange upon which the shares may then be listed, and
shall be further subject to the approval of counsel for the Company with respect
to such compliance.
As a condition to the exercise of a right, the Company may require the
person exercising such right to represent and warrant at the time of any such
exercise that the shares are being purchased only for investment and without any
present intention to sell or distribute such shares if, in the opinion of
counsel for the Company,
<PAGE>
such a representation is required by any of the aforementioned applicable
provisions of law.
6.07. Headings. Any headings or subheadings in the Plan are inserted for
convenience of reference only and are to be ignored in the construction of any
provisions hereof.
6.08. Governing Law. This Plan shall be construed in accordance with the
laws of the State of Delaware and, where appropriate, the Internal Revenue Code
of 1986.
<PAGE>
EXHIBIT A
VOXWARE, INC.
1996 EMPLOYEE STOCK PURCHASE PLAN
ENROLLMENT FORM
_____ Original Application Enrollment Date: __________
_____ Change in Payroll Deduction Rate
_____ Change of Beneficiary(ies)
1. __________________ hereby elects to participate in the Voxware 1996
Employee Stock Purchase Plan (the "Employee Stock Purchase Plan") and
subscribes to purchase shares of the Company's Common Stock in accordance
with the provisions hereof and the Employee Stock Purchase Plan.
2. I hereby authorize payroll deductions from each paycheck in the amount of
__% of my Compensation on each payday (1-10%) during the Offering Period
in accordance with the Employee Stock Purchase Plan. (Please note that no
fractional percentages are permitted.)
3. I understand that said payroll deductions shall be accumulated for the
purchase of shares of Common Stock at the applicable purchase price
determined in accordance with the Employee Stock Purchase Plan. I
understand that if I do not withdraw from an Offering Period, any
accumulated payroll deductions will automatically be used to purchase
shares of Common Stock.
4. I have received a copy of the complete Employee Stock Purchase Plan. I
understand that my participation in the Employee Stock Purchase Plan is in
all respects subject to the terms of such Plan. I understand that my
ability to purchase shares of Common Stock is subject to obtaining
stockholder approval of the Employee Stock Purchase Plan.
5. Shares purchased for me under the Employee Stock Purchase Plan should be
issued in the name(s) of (Employee or Employee and spouse only):_________
_____________________.
6. I understand that if I dispose of any shares received by me pursuant to
the Employee Stock Purchase Plan within 2 years after the Enrollment Date
(the first day of the Offering Period during which I purchased such
shares) or one year after the Exercise Date, I will be treated for Federal
income tax purposes as having received ordinary income at the time of such
disposition in an amount equal to the excess of the fair market value of
the shares at the time such shares were purchased over the price which I
paid for the shares. I HEREBY AGREE TO NOTIFY THE COMPANY IN WRITING
WITHIN 30 DAYS AFTER THE DATE OF ANY DISPOSITION OF MY SHARES AND I WILL
MAKE ADEQUATE PROVISION FOR FEDERAL, STATE OR OTHER TAX WITHHOLDING
OBLIGATIONS, IF ANY, WHICH ARISE UPON THE DISPOSITION OF THE COMMON
<PAGE>
STOCK. The Company may, but will not be obligated to, withhold from my
compensation the amount necessary to meet any applicable withholding
obligation including any withholding necessary to make available to the
Company any tax deductions or benefits attributable to sale or early
disposition of Common Stock by me. If I dispose of such shares at any time
after the expiration of the 2-year and 1-year holding periods, I
understand that I will be treated for federal income tax purposes as
having received income only at the time of such disposition, and that such
income will be taxed as ordinary income only to the extent of an amount
equal to the lesser of (1) the excess of the fair market value of the
shares at the time of such disposition over the purchase price which I
paid for the shares, or (2) 15% of the fair market value of the shares on
the first day of the Offering Period. The remainder of the gain, if any,
recognized on such disposition will be taxed as capital gain.
7. I hereby agree to be bound by the terms of the Employee Stock Purchase
Plan. The effectiveness of this election is dependent upon my eligibility
to participate in the Employee Stock Purchase Plan.
8. In the event of my death, I hereby designate the following as my
beneficiary(ies) to receive all payments and shares due me under the
Employee Stock Purchase Plan:
NAME: (Please print)__________________________________________________________
(First) (Middle) (Last)
______________________________ ___________________________________________
Relationship
___________________________________________
(Address)
Employee's Social
Security Number: ___________________________________________
Employee's Name and Address: ___________________________________________
___________________________________________
___________________________________________
<PAGE>
I UNDERSTAND THAT THIS ELECTION SHALL REMAIN IN EFFECT THROUGHOUT SUCCESSIVE
OFFERING PERIODS UNLESS TERMINATED BY ME.
Dated:____________________ _______________________________________________
Signature of Employee
_______________________________________________
Spouse's Signature
(If beneficiary other than spouse)
<PAGE>
EXHIBIT B
VOXWARE, INC.
EMPLOYEE STOCK PURCHASE PLAN
NOTICE OF WITHDRAWAL
The undersigned participant in the Offering Period of the Voxware, Inc.
Employee Stock Purchase Plan which began on _____________________ 19_____ (the
"Enrollment Date") hereby notifies the Company that he or she hereby withdraws
from the Offering Period. He or she hereby directs the Company to pay to the
undersigned as promptly as practicable all the payroll deductions credited to
his or her account with respect to such Offering Period. The undersigned
understands and agrees that his or her right for such Offering Period will be
automatically terminated. The undersigned understands further that no further
payroll deductions will be made for the purchase of shares in the current
Offering Period and the undersigned shall be eligible to participate in
succeeding Offering Periods only by delivering to the Company a new Enrollment
Form.
Name and Address of Participant:
___________________________________________
___________________________________________
___________________________________________
Signature:
___________________________________________
Date:______________________________________
VOXWARE, INC.
STOCK OPTION AGREEMENT
AGREEMENT made as of the 19th day of May, 1995, by and between
VOXWARE, INC., a Delaware corporation (the "Company") and Suat Yeldener Ph.D.
(the "Optionee").
W I T N E S S E T H
WHEREAS, the Company desires to grant to the Optionee and the Optionee
desires to accept an option to purchase shares of common stock, $.001 par value,
of the Company (the "Common Stock") upon the terms and conditions set forth in
this agreement;
NOW, THEREFORE, the parties hereto agree as follows:
1. Grant. The Company hereby grants to the Optionee an option to purchase
25,000 shares of Common Stock, at a purchase price per share of $0.75. This
option is intended to be treated as an option which does not qualify as an
incentive stock option within the meaning of Section 422 of the Internal Revenue
Code of 1986, as amended (the "Code").
2. Exercise. Except as specifically provided otherwise herein, the Option
will be exercisable at any time after the date hereof (the "Grant Date"). The
option may be exercised in whole or in part by delivering to the Secretary of
the Company (a) a written notice specifying the number of shares to be
purchased, and (b) payment in full of the exercise price, together with the
amount, if any, deemed necessary by the Company to enable it to satisfy any
income tax withholding obligations with respect to the exercise (unless other
arrangements acceptable to the Company are made for the satisfaction of such
withholding obligations). The exercise price shall be payable in cash or by bank
or certified check. The Company may (in its sole and absolute discretion) permit
all or part of the exercise price to be paid with previouslyowned shares of
Common Stock, or in installments (together with interest) evidenced by the
Optionee's secured promissory note.
3. Termination. Unless sooner terminated, to the extent not sooner
exercised, the Option will terminate five years from the Grant Date and may not
be exercised under any circumstances thereafter.
4. Rights as Stockholder. No shares of Common Stock shall be sold or
delivered hereunder until full payment for such shares has been made (or, to the
extent payable in installments, provided for). The Optionee shall have no rights
as a stockholder with respect to any shares covered by the option until a stock
certificate for such shares is issued to the Optionee. Except as otherwise
provided herein, no adjustment shall be made for dividends or distributions of
other rights for which the record date is prior to the date such stock
certificate is issued.
<PAGE>
5. Nontransferability. The option is not assignable or transferable except
upon the Optionee's death to a beneficiary designated by the Optionee or, if no
designated beneficiary shall survive the Optionee, pursuant to the Optionee's
will and/or the laws of descent and distribution. During an Optionee's lifetime,
the option may be exercised only by the Optionee or the Optionee's guardian or
legal representative.
6. Securities Registration Required. Notwithstanding anything herein to the
contrary, the option may not be exercised unless and until such time, if at all,
as a registration statement covering the shares of Common Stock issuable upon
exercise of the option granted hereunder is filed with and declared effective by
the Securities and Exchange Commission under the Securities Act of 1933, as
amended.]
7. Change in Control; Capital Changes.
(a) In the event of any stock split, stock dividend or similar transaction
which increases or decreases the number of outstanding shares of Common Stock,
appropriate adjustment shall be made by the Board of Directors of the Company to
the number and option exercise price per share of Common Stock which may be
purchased under the option. In the case of a merger, consolidation or similar
transaction which results in a replacement of the Company's Common Stock and
stock of another corporation, the Company will make a reasonable effort, but
shall not be required, to replace the option granted hereunder with comparable
options to purchase the stock of such other corporation.
(b) In the event of any adjustment in the number of shares covered by any
option pursuant to the provisions hereof, any fractional shares resulting from
such adjustment will be disregarded and each such option will cover only the
number of full shares resulting from the adjustment.
(c) All adjustments under this Section 7 shall be made by the Board of
Directors of the Company, and its determination as to what adjustments shall be
made, and the extent thereof, shall be final, binding and conclusive.
8. No Employment Rights. Nothing in this agreement shall give the Optionee
any right to continue in the employ or service of the Company or a subsidiary
thereof, or interfere in any way with the right of the Company or a subsidiary
thereof to terminate the employment or service of the Optionee.
9. Miscellaneous.
(a) This agreement shall be binding upon and shall inure to the benefit of
the parties hereto and their respective successors and permitted assigns.
(b) This agreement shall be governed by and construed in accordance with
the laws of the State of Delaware. This agreement constitutes the entire
agreement between the parties with respect to the subject matter hereof and may
not be modified except by written instrument executed by the parties.
<PAGE>
IN WITNESS WHEREOF, this agreement has been executed as of the date first
above written.
VOXWARE, INC.
By: /s/ VOXWARE, INC.
--------------------------------
/s/ SUAT YELDENER PH.D.
-----------------------------
Suat Yeldener Ph.D.
Optionee
May 12, 1997
Voxware, Inc.
305 College Road East
Princeton, New Jersey 08540
Dear Sirs:
We refer to the Registration Statement on Form S-8 (the "Registration
Statement") to be filed with the Securities and Exchange Commission under the
Securities Act of 1933, as amended (the "Act"), on behalf of Voxware, Inc. (the
"Company"), relating to 2,575,000 shares of the Company's Common Stock, $.001
par value per share (the "Shares"), to be issued under the Company's 1994 Stock
Option Plan, the Company's 1996 Employee Stock Purchase Plan, a Stock Option
Agreement dated as of August 11, 1994 between the Company and Frank Dzubeck, a
Stock Option Agreement dated as of May 19, 1995 between the Company and Suat
Yeldener, and a Stock Option Agreement dated as of January 30, 1996 between the
Company and K&F Software (the "Plans").
As counsel for the Company, we have examined such corporate records, other
documents, and such questions of law as we have considered necessary or
appropriate for the purposes of this opinion and, upon the basis of such
examination, advise you that in our opinion, all necessary corporate proceedings
by the Company have been duly taken to authorize the issuance of the Shares
pursuant to the Plans and that the Shares being registered pursuant to the
Registration Statement, when issued and paid for under the Plans in accordance
with the terms of the Plans, will be duly authorized, validly issued, fully paid
and non-assessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement. This consent is not be construed as an admission that we
are a person whose consent is required to be filed with the Registration
Statement under the provisions of the Act.
Very truly yours,
/s/ Fulbright & Jaworski
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this registration statement of our report dated July 12, 1996
included in Voxware, Inc.'s prospectus dated October 30, 1996 and to all
references to our Firm included in this registration statement.
/S/ ARTHUR ANDERSEN LLP
ARTHUR ANDERSEN LLP
Philadelphia, Pa.
May 12, 1997
