<PAGE>2
As Filed with the Securities and Exchange Commission on September 29,
1997 Registration Number 0-25614
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549 FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
GLOBUS CELLULAR, LTD.
formally GLOBUS CELLULAR & USER PROTECTION, LTD.
(Exact name of registrant as specified in charter)
NEVADA 65-
0395829
(State or other (I.R.S.
Employer
jurisdictions Identification
Number)
of incorporation
or organization)
1980 Windsor Road
Kelowna, British Columbia, Canada V1Y 4R5 Telephone:
(604) 860-3130
(Registrant's principal executive offices and principal place of business)
Globus Cellular & User Protection, Ltd. 1996 Non-Statutory Stock Option
Plan
Laughlin & Associates
2533 North Carson Street Carson City,
Nevada 89710 Telephone: (702) 883-8484
(Name, address and telephone number of agent for service.)
CALCULATION OF REGISTRATION FEE
<TABLE>
<C> <C> <C> <C>
Title of each Proposed Proposed Amount of
class of Amount to be offering aggregate registration
securities registered price offering price fee
Common Stock
$.001 par value 500,000 1.20 $600,000 $187.50
<PAGE>3
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Certain Documents by Reference
The following documents are incorporated by reference in the registration
statement:
(a) The registrant's latest annual report on Form 10-KSB.
(b) All other reports filed by the registrant pursuant to sections 13(a)
or 15(d) of the Securities Exchange Act of 1934 since the end of the fiscal
year covered by the annual report referred to in (a) above.
(c) Description of securities contained in the registrant's latest
annual report on Form 10-KSB.
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 to the registration statement
which indicates that all of the shares of common stock offered have been
sold or which deregisters all of such shares then remaining unsold, shall
be deemed to be incorporated by reference in the registration statement and
to be a part hereof from the date of filing of such documents. Any
statement contained in a document incorporated or deemed to be incorporated
by reference herein shall be deemed to be modified or superseded for
purposes of this registration statement to the extent that a statement
contained herein or in any other subsequently filed document which also is
or is deemed to be incorporated by reference herein modifies or supersedes
such statement. Any such 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 Names Experts and Counsel.
Not Applicable
Item 6. Indemnification of Directors and Officers.
Pursuant to the Articles of Incorporation and By-Laws of the corporation,
Registrant may indemnify an officer or director who is made a party to any
proceeding, including a law suit, because of his position, if he acted in
good faith and in a manner he reasonably believed to be in the best
interest of Registrant. In certain cases, the Registrant may advance
expenses incurred in defending any such proceeding. To the extent that the
officer or director is successful on the merits in any such proceeding as
to which such person is to be indemnified, Registrant must indemnify him
against all expenses incurred, including attorney's fees. With respect to
a derivative action, indemnity may be made only for expenses actually and
reasonably incurred in defending the proceeding, and if the officer or
director is judged liable, only by a court order. The indemnification is
intended to be
to the fullest extent permitted by the laws of the State of Nevada.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933, as amended, may be permitted to directors or officers pursuant to
the foregoing provisions, Registrant is informed indemnification is against
public policy, as expressed in said Act and is, therefore, unenforceable.
Item 7. Exemption from Registration Claimed.
Not applicable
Item 8. Exhibits.
The exhibits to the registration statement are listed in the Exhibit Index
elsewhere herein.
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;
<PAGE>4
Provided, however, that paragraph (a)(1)(i) and (a)(1)(ii) shall 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 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 herein, and the offering of
such securities at that time shall be deemed to be the initial bona fide
offering thereof.
(e) The undersigned registrant hereby undertakes to deliver or cause to
be delivered with the prospectus, to each person to whom the prospectus is
sent or given, the latest annual report to security holders that is
incorporated by reference in the prospectus and furnished pursuant to and
meeting the requirements of Rule 14a-3 or Rule 124c-3 under the Securities
Exchange Act of 1934; and, where interim financial information required to
be presented by Article 3 of Regulation S-X is not set forth in the
prospectus, to deliver, or cause to be delivered to each person to whom the
prospectus is sent or given, the latest quarterly report that is
specifically incorporated by reference in the prospectus to provide such
interim financial information.
(h) 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 provisions described
in Item 6, 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 proceedings) 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.
<PAGE>5
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 or amendment thereto to be signed on its behalf by
the undersigned, thereunto duly authorized, in Kelowna, British Columbia,
Canada on September 21, 1997.
GLOBUS CELLULAR, LTD.
Date: 9/21/97 /s/ Dr. Paul Bickert
---------- -------------------------------
By: Dr. Paul Bickert, Chief Executive
Officer
Pursuant to the requirements of the Securities Act of 1933, this
registration statement or amendment thereto has been signed by the
following persons in the capacities and on the dates indicated.
Name Date
/s/ Dr. Paul F. Bickert 9/21/97
- -------------------------------- ---------------------
Dr. Paul F. Bickert, Principal executive
officer, Controller, Principal financial officer and Director
/s/ Ronald Armstrong 9/21/97 -------
- ------------------------- -------------------Ronald
Armstrong, Vice President,
Secretary and Director
/s/ Jerome W. Cwiertnia 9/21/97 -------
- ------------------------- -------------------Jerome
W. Cwiertnia and Director
<PAGE>6
Exhibit Index.
(1) Not Applicable
(2) Not Applicable
(3) Not Applicable
(4) Not Applicable
(5) Consent and Opinion of J.M. Walker, 7841 South Garfield Way,
Littleton, 80122 regarding legality of securities registered under
this Registration Statement and to the references to such attorney
in the Registration Statement on Form S-8
(6) Not Applicable
(7) Not Applicable
(8) Not Applicable
(9) Not Applicable
(10) Not Applicable
(11) Not Applicable
(12) Not Applicable
(13) Not Applicable
(14) Not Applicable
(15) Not Applicable
(16) Not Applicable
(17) Not Applicable
(18) Not Applicable
(19) Not Applicable
(20) Not Applicable
(21) Not Applicable
(22) Not Applicable
(23) Not Applicable
(24) Consent of Scheifley & Associates, PC, Certified
Public
Accountants for the Company
(25) Not Applicable
(26) Not Applicable
(27) Not Applicable
(28) Not Applicable
(99) 1996 Non-Statutory Stock Option Plan
(99.1) Amendment to 1996 Non-Statutory Stock Option
Plan
</TABLE>
<PAGE>7
JODY M. WALKER
Attorney-At-Law
7841 South Garfield
Way Littleton, CO
80122
Telephone: (303) 850-
7637 Facsimile: (303)
220-9902
September 21, 1997
Re: OPINION RE: LEGALITY AND CONSENT OF COUNSEL TO USE OF NAME IN THE
REGISTRATION STATEMENT ON FORM S-8 OF GLOBUS CELLULAR, LTD.
I am securities counsel for the above mentioned corporation and I have
prepared the registration statement on Form S-8. I hereby consent to the
inclusion and reference to my name in the Registration Statement on Form S-
8 and any documents incorporated by reference into said document for Globus
Cellular & User Protection, Ltd.
It is my opinion that the securities registered with the Securities and
Exchange Commission pursuant to Form S-8 Registration Statement of Globus
Cellular & User Protection, Ltd. will be legally issued, fully paid and non
assessable.
Very truly yours,
/s/Jody M. Walker
- -------------------------
Jody M. Walker
<PAGE>8
INDEPENDENT AUDITOR'S CONSENT
We do hereby consent to the use of our report dated January 10, 1997 on
the financial statements for Globus Cellular, LTD. as of October 31, 1996
included in and made part of the registration statement of Globus
Cellular, Ltd. dated September 21, 1997.
September 27, 1997
/s/ Scheifley & Associates, P.C.
Certified Public Accountant
<PAGE>9
GLOBUS CELLULAR & USER PROTECTION,
LTD. 1996 NON-STATUTORY STOCK OPTION
PLAN
1. Purpose of this Plan.
This Non-Statutory Stock Option Plan (the "Plan") is intended as an
employment incentive, to aid in attracting and retaining in the employ or
service of Globus Cellular & User Protection, Ltd. (the "Company"), a Nevada
corporation, and any Affiliated Corporation, persons of experience and
ability and whose services are considered valuable, to encourage the sense
of proprietorship in such persons, and to stimulate the active interest of
such persons in the development and success of the Company. This Plan
provides for the issuance of non-statutory stock options ("NSOs" or
"Options") which are not intended to qualify as "incentive stock options"
within the meaning of Section 422 of the Internal Revenue Code of 1986, as
amended the "Code").
2. Administration of this Plan.
The Company's Board of Directors ("Board") may appoint and maintain as
administrator of this Plan the Compensation Committee (the "Committee") of
the Board which shall consist of at least three members of the Board. Until
such time as the Committee is duly constituted, the Board itself shall have
and fulfill the duties herein allocated to the Committee. The Committee
shall have full power and authority to designate Plan participants, to
determine the provisions and terms of respective NSOs (which need not be
identical as to number of shares covered by any NSO, the method of exercise
as related to exercise in whole or in installments, or otherwise), including
the NSO price, and to interpret the provisions and supervise the
administration of this Plan. The Committee may in its discretion provide
that certain NSOs not vest (that is, become exercisable) until expiration of
a certain period after issuance or until other conditions are satisfied, so
long as not contrary to this Plan.
A majority of the members of the Committee shall constitute a quorum. All
decisions and selections made by the Committee pursuant to this Plan's
provisions shall be made by a majority of its members. Any decision reduced
to writing and signed by all of the members shall be fully effective as if
it had been made by a majority at a meeting duly held. The Committee shall
select one of its members as its chairman and shall hold its meetings at
such times and places as it deems advisable. If at any time the Board shall
consist of seven or more members, then the Board may amend this Plan to
provide that the Committee shall consist only of Board members who shall not
have been eligible to participate in this Plan (or similar stock or stock
option plan) of the Company or its affiliates at any time within one year
prior to appointment to the Committee.
All NSOs granted under this Plan are subject to, and may not be exercised
before, the approval of this Plan by the holders of a majority of the
Company's outstanding shares, and if such approval is not obtained, all NSOs
previously granted shall be void. Each NSO shall be evidenced by a written
agreement containing terms and conditions established by the Committee
consistent with the provisions of this Plan.
3. Designation of Participants.
The persons eligible for participation in this Plan as recipients of NSOs
shall include full-time and part-time employees (as determined by the
Committee) and officers of the Company or of an Affiliated Corporation. In
addition, directors of the Company or any Affiliated Corporation who are not
employees of the Company or an Affiliated Corporation and any attorney,
consultant or other adviser to the Company or any Affiliated Corporation
shall be eligible to participate in this Plan. For all purposes of this
Plan, any director who is not also a common law employee and is granted an
option under this Plan shall be considered an "employee" until the effective
date of the director's resignation or removal from the Board of Directors,
including removal due to death or disability. The Committee shall have full
power to designate, from among eligible individuals, the persons to whom
NSOs may be granted. A person who has been granted an NSO hereunder may be
granted an additional NSO or NSOs, if the Committee shall so determine. The
granting of an NSO shall not be construed as a contract of employment or as
entitling the recipient thereof to any rights of continued employment.
4. Stock Reserved for this Plan.
Subject to adjustment as provided in Paragraph 9 below, a total of Five
Hundred Thousand (500,000) shares of Common Stock, $.001 par value per share
("Stock"), of the Company shall be subject to this Plan. The Stock subject
to this Plan shall consist of unissued shares or previously issued shares
reacquired and held by the Company or any Affiliated Corporation, and such
amount of shares shall be and is hereby reserved for sale for such purpose.
Any of such shares which may remain unsold and which are not subject to
outstanding NSOs at the termination of this Plan shall cease to be reserved
for the purpose of this Plan, but until termination of this Plan, the
Company shall at all times reserve a sufficient number of shares to meet the
requirements of this Plan. Should any NSO expire or be canceled prior to
its exercise in full, the unexercised shares theretofore subject to such NSO
may again be subjected to an NSO under this Plan.
<PAGE>10
5. Option Price.
The purchase price of each share of Stock placed under NSO shall not be less
than Eighty Five percent (85%) of the fair market value of such share on the
date the NSO is granted. The fair market value of a share on a particular
date shall be deemed to be the average of either (i) the highest and lowest
prices at which shares were sold on the date of grant, if traded on a
national securities exchange, (ii) the high and low prices reported in the
consolidated reporting system, if traded on a "last sale reported" system,
such as NASDAQ, for over the counter securities, or (iii) the high bid and
high asked price for other over-the-counter securities. If no transactions
in the Stock occur on the date of grant, the fair market value shall be
determined as of the next earliest day for which reports or quotations are
available. If the common shares are not then quoted on any exchange or in
any quotation medium at the time the option is granted, then the Board of
Directors or Committee will use its discretion in selecting a good faith
value believed to represent fair market value based on factors then known to
them. The cash proceeds from the sale of Stock are to be added to the
general funds of the Company.
6. Exercise Period.
(a) The NSO exercise period shall be a term of not more than ten (10)
years from the date of granting of each NSO and shall automatically
terminate:
(i) Upon termination of the optionee's employment with the Company for
cause;
(ii) At the expiration of twelve (12) months from the date of termination
of the optionee's employment with the Company for any reason other than
death, without cause; provided, that if the optionee dies within such nine
month period, subclause (iii) below shall apply; or
(iii) At the expiration of fifteen (15) months after the date of death of
the optionee.
(b) "Employment with the Company" as used in this Plan shall include
employment with any Affiliated Corporation, and NSOs granted under this Plan
shall not be affected by an employee's transfer of employment among the
Company and any Parent or Subsidiary thereof. An optionee's employment with
the Company shall not be deemed interrupted or terminated by a bona fide
leave of absence (such as sabbatical leave or employment by the Government)
duly approved, military leave or sick leave.
7. Exercise of Options.
(a) The Committee, in granting NSOs, shall have discretion to determine
the terms upon which NSOs shall be exercisable, subject to applicable
provisions of this Plan. Once available for purchase, unpurchased shares of
Stock shall remain subject to purchase until the NSO expires or terminates
in accordance with Paragraph 6 above. Unless otherwise provided in the NSO,
an NSO may be exercised in whole or in part, one or more times, but no NSO
may be exercised for a fractional share of Stock.
(b) NSOs may be exercised solely by the optionee during his lifetime, or
after his death (with respect to the number of shares which the optionee
could have purchased at the time of death) by the person or persons entitled
thereto under the decedent's will or the laws of descent and distribution.
(c) The purchase price of the shares of Stock as to which an NSO is
exercised shall be paid in full at the time of exercise and no shares of
Stock shall be issued until full payment is made therefor. Payment shall be
made either (i) in cash, represented by bank or cashier's check, certified
check or money order (ii) in lieu of payment for bona fide services
rendered, and such services were not in connection with the offer or sale of
securities in a capital-raising transaction, (iii) by delivering shares of
the Company's Common Stock which have been beneficially owned by the
optionee, the optionee's spouse, or both of them for a period of at least
six (6) months prior to the time of exercise (the "Delivered Stock") in a
number equal to the number of shares of Stock being purchased upon exercise
of the NSO or (iv) by delivery of shares of corporate stock which are
freely tradable without restriction and which are part of a class of
securities which has been listed for trading on the NASDAQ system or a
national securities exchange, with an aggregate fair market value equal to
or greater than the exercise price of the shares of Stock being purchased
under the NSO, or (v) a combination of cash, services, Delivered Stock or
other corporate shares. An NSO shall be deemed exercised when written
notice thereof, accompanied by the appropriate payment in full, is received
by the Company. No holder of an NSO shall be, or have any of the rights and
privileges of, a shareholder of the Company in respect of any shares of
Stock purchasable upon exercise of any part of an NSO unless and until
certificates representing such shares shall have been issued by the Company
to him or her.
8. Assignability.
No NSO shall be assignable or otherwise transferable (by the optionee or
otherwise) except by will or the laws of descent and distribution. No NSO
shall be pledged or hypothecated in any manner, whether by operation of law
or otherwise, nor be subject to execution, attachment or similar process.
<PAGE>11
9. Reorganizations and Recapitalizations of the Company
(a) The existence of this Plan and NSOs granted hereunder shall not affect
in any way the right or power of the Company or its shareholders to make or
authorize any and all adjustments, recapitalizations, reorganizations or
other changes in the Company's capital structure or its business, or any
merger or consolidation of the Company, or any issue of bonds, debentures,
preferred or prior preference stocks ahead of or affecting the Company's
Common Stock or the rights thereof, or the dissolution or liquidation of the
Company, or any sale, exchange or transfer of all or any part of its assets
or business, or the other corporation act or proceeding, whether of a
similar character or otherwise.
(b) The shares of Stock with respect to which NSOs may be granted
hereunder are shares of the Common Stock of the Company as currently
constituted. If, and whenever, prior to delivery by the Company of all of
the shares of Stock which are subject to NSOs granted hereunder, the Company
shall effect a subdivision or consolidation of shares or other capital
readjustment, the payment of a Stock dividend, a stock split, combination of
shares (reverse stock split) or recapitalization or other increase or
reduction of the number of shares of the Common Stock outstanding without
receiving compensation therefor in money, services or property, then the
number of shares of Stock available under this Plan and the number of shares
of Stock with respect to which NSOs granted hereunder may thereafter be
exercised shall (i) in the event of an increase in the number of outstanding
shares, be proportionately increased, and the cash consideration payable per
share shall be proportionately reduced; and (ii) in the event of a reduction
in the number of outstanding shares, be proportionately reduced, and the
cash consideration payable per share shall be proportionately increased.
(c) If the Company is reorganized, merged, consolidated or party to a plan
of exchange with another corporation pursuant to which shareholders of the
Company receive any shares of stock or other securities, there shall be
substituted for the shares of Stock subject to the unexercised portions of
outstanding NSOs an appropriate number of shares of each class of stock or
other securities which were distributed to the shareholders of the Company
in respect of such shares of Stock in the case of a reorganization, merger,
consolidation or plan of exchange; provided, however, that all such NSOs may
be canceled by the Company as of the effective date of a reorganization,
merger, consolidation, plan of exchange, or any dissolution r liquidation of
the Company, by giving notice to each optionee or his personal
representative of its intention to do so and by permitting the purchase of
all the shares subject to such outstanding NSOs for a period of not less
than thirty (30) days during the sixty (60) days next preceding such
effective date.
(d) Except as expressly provided above, the Company's issuance of shares
of Stock of any class, or securities convertible into shares of Stock of any
class, for cash or property, or for labor or services, either upon direct
sale or upon the exercise of rights or warrants to subscribe therefor, or
upon conversion of shares or obligations of the Company convertible into
shares of Stock or other securities, shall not affect, and no adjustment by
reason thereof shall be made with respect to, the number of shares of Stock
subject to NSOs granted hereunder or the purchase price of such shares.
10. Purchase for Investment.
Unless the shares of Stock covered by this Plan have been registered under
the Securities Act of 1933, as amended, each person exercising an NSO under
this Plan may be required by the Company to give a representation in writing
that he is acquiring such shares for his own account for investment and not
with a view to, or for sale in connection with, the distribution of any part
thereof.
11. Effective Date and Expiration of this Plan.
This Plan shall be effective as of February 27, 1996, the date of its
adoption by the Board, subject to the approval of the Company's
shareholders, and no NSO shall be granted pursuant to this Plan after its
expiration. This Plan shall expire on February , 2006 except as to NSOs
then outstanding, which shall remain in effect until they have expired or
been exercised.
12. Amendments or Termination.
The Board may amend, alter or discontinue this Plan at any time in such
respects as it shall deem advisable in order to conform to any change in any
other applicable law, or in order to comply with the provisions of any rule
or regulation of the Securities and Exchange Commission required to exempt
this Plan or any NSOs granted thereunder from the operation of Section 16(b)
of the Securities Exchange Act of 1934, as amended ("Exchange Act"), or in
any other respect not inconsistent with Section 16(b) of the Exchange Act;
provided, that no amendment or alteration shall be made which would impair
the rights of any participant under any NSO theretofore granted, without his
consent (unless made solely to conform such NSO to, and necessary because
of, changes in the foregoing laws, rules or regulations), and except that no
amendment or alteration shall be made without the approval of shareholders
which would:
<PAGE>12
(a) Increase the total number of shares reserved for the purposes of this
Plan or decrease the NSO price provided for in Paragraph 5 (except as
provided in Paragraph 9), or change the classes of persons eligible to
participate in this Plan as provided in Paragraph 3; or
(b) Extend the NSO period provided for in Paragraph 6; or
(c) Materially increase the benefits accruing to participants under this
Plan; or
(d) Materially modify the requirements as to eligibility for participation
in this Plan; or
(e) Extend the expiration date of this Plan as set forth in Paragraph 11.
13. Government Regulations.
This Plan, and the granting and exercise of NSOs hereunder, and the
obligation of the Company to sell and deliver shares of Stock under such
NSOs, shall be subject to all applicable laws, rules and regulations, and to
such approvals by any governmental agencies or national securities exchanges
as may be required.
14. Liability.
No member of the Board of Directors, the Committee or officers or employees
of the Company or any Affiliated Corporation shall be personally liable for
any action, omission or determination made in good faith in connection with
this Plan.
15. Miscellaneous.
(a) The term "Affiliated Corporation" used herein shall mean any Parent or
Subsidiary.
(b) The term "Parent" used herein shall mean any corporation owning 50
percent or more of the total combined voting stock of all classes of the
Company or of another corporation qualifying as a Parent within this
definition.
(c) The term "Subsidiary" used herein shall mean any corporation more than
50 percent of whose total combined voting stock of all classes is held by
the Company or by another corporation qualifying as a Subsidiary within this
definition.
16. Options in Substitution for Other Options.
The Committee may, in its sole discretion, at any time during the term of
this Plan, grant new options to an employee under this Plan or any other
stock option plan of the Company on the condition that such employee shall
surrender for cancellation one or more outstanding options which represent
the right to purchase (after giving effect to any previous partial exercise
thereof) a number of shares, in relation to the number of shares to be
covered by the new conditional grant hereunder, determined by the Committee.
If the Committee shall have so determined to grant such new options on such
a conditional basis ("New Conditional Options"), no such New Conditional
Option shall become exercisable in the absence of such employee's consent to
the condition and surrender and cancellation as appropriate. New
Conditional Options shall be treated in all respects under this Plan as
newly granted options. Option may be granted under this Plan from time to
time in substitution for similar rights held by employees of other
corporations who are about to become employees of the Company or an
Affiliated Corporation, or the merger or consolidation of the employing
corporation with the Company or an Affiliated Corporation, or the
acquisition by the Company or an Affiliated Corporation of the assets of the
employing corporation, or the acquisition by the Company or an Affiliated
Corporation of stock of the employing corporation as the result of which it
becomes an Affiliated Corporation.
17. Withholding Taxes.
Pursuant to applicable federal and state laws, the Company may be required
to collect withholding taxes upon the exercise of a NSO. The Company may
require, as a condition to the exercise of a NSO, that the optionee
concurrently pay to the Company the entire amount or a portion of any taxes
which the Company is required to withhold by reason of such exercise, in
such amount as the Committee or the Company in its discretion may determine.
In lieu of part or all of any such payment, the optionee may elect to have
the Company withhold from the shares to be issued upon exercise of the
option that number of shares having a Fair Market Value equal to the amount
which the Company is required to withhold.
Globus Cellular & User Protection, Ltd.
/s/ Dr. Paul Bickert
- -----------------------------
By: Dr. Paul Bickert, President
<PAGE>13
ATTEST:
/s/Bernard Penner
- ------------------------------
By: Bernard Penner, Secretary
(SEAL)
CERTIFICATION OF PLAN ADOPTION
I, the undersigned Secretary of this Corporation, hereby certify that
the foregoing 1996 Non-Statutory Stock Option Plan was duly approved by
the requisite number of holders of the issued and outstanding common
stock of this corporation as of February 27, 1996.
/s/Bernard Penner
- ------------------------------Secretary
(SEAL)
<PAGE>14
AMENDMENT TO THE
GLOBUS CELLULAR & USER PROTECTION,
LTD. 1996 NON-STATUTORY STOCK OPTION
PLAN
Paragraph 4 entitled Stock Reserved for this Plan, shall be amended to read
in its entirety as follows:
Subject to adjustment as provided in Paragraph 9 below, a total of One
Million (1,000,000) shares of Common Stock, $.001 par value per share
("Stock"), of the Company shall be subject to this Plan. The Stock subject
to this Plan shall consist of unissued shares or previously issued shares
reacquired and held by the Company or any Affiliated Corporation, and such
amount of shares shall be and is hereby reserved for sale for such purpose.
Any of such shares which may remain unsold and which are not subject to
outstanding NSOs at the termination of this Plan shall cease to be reserved
for the purpose of this Plan, but until termination of this Plan, the
Company shall at all times reserve a sufficient number of shares to meet the
requirements of this Plan. Should any NSO expire or be canceled prior to
its exercise in full, the unexercised shares theretofore subject to such NSO
may again be subjected to an NSO under this Plan.
CERTIFICATION OF PLAN ADOPTION
I, the undersigned Secretary of this Corporation, hereby certify that the
foregoing amendment to the 1996 Non-Statutory Stock Option Plan was duly
approved by the requisite number of holders of the issued and outstanding
common stock of this corporation as of August 18, 1997.
/s/Dr. Ron Armstrong
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Dr. Ron Armstrong, Secretary
(SEAL)
